AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT entered into the 15th day of June, 2001 between
I.A. EUROPE, INC., a Delaware corporation, whose principal place
of business is 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, (hereinafter
"the company"), MAS ACQUISITION XXVII CORP., an Indiana
corporation, (hereinafter "MAS ACQUISITION") and MAS CAPITAL
INC., (hereinafter "MAS CAPITAL"). The Company, MAS ACQUISITION
and MAS CAPITAL desire to enter into this Agreement and Plan of
Reorganization whereby The Company will acquire voting control,
reorganize MAS ACQUISITION and become a successor issuer to MAS
ACQUISITION's Securities and Exchange Commission (SEC) reporting
obligations as provided for in SEC Rule 12g-3(a).
NOW THEREFORE, for good and valuable consideration, receipt
of which is acknowledged the parties agree, represent and warrant
the following:
AGREEMENT
A. Sale of Shares. The Company agrees to purchase 10,000
shares of common stock of MAS ACQUISITION, $.001 par value, from
MAS CAPITAL and MAS CAPITAL agrees to sell said shares to the
company. The purchase price is Twenty Five ($25,000.00) Dollars.
B. Reorganization. In connection with a corporate
succession transaction by means which may include, but not be
limited to, merger, consolidation, exchange of securities
acquisition of assets, or otherwise, the company, upon receipt,
agrees to tender the 10,000 MAS ACQUISITION shares for
cancellation at closing. In consideration for this action, The
Company agrees to pay and deliver to MAS Capital: Twenty Thousand
(20,000) newly issued restricted shares of common stock in The
Company, $.001 par value. The I.A. Europe shares will be issued
under the securities transaction exemption afforded by Section
4(2) of the Securities Act of 1933, as amended.
C. Representations, Warranties and Covenants of The
Company: The Company represents and warrants to MAS as of the
date hereof and as of the Closing Date:
SECTION 1. Enforceability of Agreement Against The Company.
The Company has all necessary power and authority to enter into
this Agreement to which it is a party, to carry out the
obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement constitutes the legal, valid
and binding obligations of The Company enforceable against it in
accordance with the respective terms.
SECTION 2. Incorporation, Authority and Qualification of The
Company. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware. The Company has all necessary corporate power and
authority to carry on the business now being conducted by it. The
Company is duly qualified to do business, and is in good
standing, in each jurisdiction, if any, where the character of
its properties owned, operated or leased or the nature of its
activities makes such qualification necessary.
SECTION 3. No Conflict. The execution and delivery by The
Company of this Agreement and each Related Document to which The
Company is a party has been obtained and all applicable filings
and notifications required by law, agreement or otherwise have
been made, the performance by the Company of this Agreement and
each Related Document to which they are parties will not:
(a) Violate or conflict with any term or provision of
the
articles or certificate of incorporation (or other
charter documents) of the company;
(b) Conflict with or violate any law, rule, regulation,
order,
writ, judgment, injunction, decree, determination or
award applicable to the company;
(c) Conflict with, result in any breach of, constitute
a default
(or event which with the giving of notice or lapse of
time, or both, would become a default) under, give to
others any rights of termination, amendment,
acceleration or cancellation of, or result in the
creation of any lien on any of the assets pursuant to,
any assigned contract or any licenses;
(d) Without limiting the generality of the foregoing,
result in
the termination, denial or impairment of any material
contract, arrangement or benefit granted with respect
to The Company's business, or require the payment of
any fees, taxes or assessments, pursuant to any
federal, state or local program relating to minority-
owned businesses.
SECTION 4. Consents, Approvals and Notifications. The
execution and delivery by The Company of this Agreement and each
Related Document to which it is a party does not, and the
performance by it of this Agreement and such Related Documents
will not, require any consent, approval, authorization or other
action by, or filing with or notification to, any Governmental
Authority or any other Person with the exception of filings
required by the Securities and Exchange Commission, including,
but not limited to, a Current Report on Form 8-K which will be
filed by The Company on, or before 15 days from the date of
closing. The Company will become a successor issuer under
Securities and Exchange Commission Rule 12g-3(a) and will elect
successor issuer status.
SECTION 5. Litigation. There is no claim, action,
investigation, arbitration or proceeding pending or, threatened
against The Company, or against or relating to any of the assets
or the ability of The Company to perform its obligations
hereunder, before any arbitrator, judge, court or governmental
authority. The Company is not subject to any order, writ
judgment, injunction, decree, determination or award of any
arbitrator, judge, court or governmental authority.
SECTION 6. Environmental Matters. The Company has not used
any property, real or personal to generate, manufacture, refine,
transport, treat, store, handle, or dispose of any hazardous
substances except in accordance with all applicable federal and
state environmental laws.
SECTION 7. Taxes. The Company has or will duly file or
caused to be filed all federal income tax returns and all other
federal, state, county, local or city tax returns which are
required to be filed, including, but not limited to, income and
employee withholding taxes, and The Company has paid or caused to
be paid all taxes shown on said returns or on any tax assessment
received by it to the extent that such taxes have become due, or
has set aside on its books reserves (segregated to the extent
required by sound accounting practice) reasonably deemed by The
Company to be adequate with respect thereto. No events have
occurred which could impose upon Seller, any transferee liability
for any taxes, penalties, or interest due or to become due from
The Company.
SECTION 8. Absence of Changes. The Company has operated its
business in the ordinary course consistent with past practices
and there has not been, except as disclosed in this Agreement or
the Exhibits attached hereto:
i. any Material Adverse Effect;
ii. any damage, destruction or loss (whether or not
covered by insurance) affecting any tangible asset or property
used or useful in the business operations, normal wear and tear
excepted;
iii. any payments, discharges or
satisfactions by The
Company of any liens, claims, charges or
liabilities (whether
absolute, accrued, contingent or otherwise and
whether due or to
become due) relating to the business operations,
other than in
the ordinary course of the business and consistent
with past
practice;
iv. any licenses, sales, transfers,
pledges, mortgages
or other dispositions of any tangible or
intangible assets having
a value over $1,000 (in the aggregate) used or
held for use in
connection with the operation of the business,
other than in the
ordinary course of business and consistent with
past practice;
v. any write-offs as uncollectible of
any accounts
receivable or notes receivable of the operations,
or any portion
thereof, not provided for in the allowance for
uncollectible
accounts in the Interim Financial Statements;
vi. any cancellations of any material
debts or claims
of, or any amendments, terminations or waivers of
any rights of
material value to, the business operations;
vii. any general uniform increase in or
change in the
method of computing the compensation of employees
of The Company
who perform services for the benefit of the
business operations;
viii. any material changes in the manner
in which The
Company extends discount or credits to customers
or otherwise
deals with customers of its business;
ix. any material changes in the
accounting methods or
practices followed by The Company and or any
changes in
depreciation or amortization policies or rates
theretofore
adopted;
x. any capital commitments by The Company
and for
additions to property, plant or equipment of the
business
operations;
xi. any agreements or commitments to merge
or consolidate
with or otherwise acquire any other corporation,
association,
firm or other business organization or division
thereof;
xii. any declarations of dividend,
payment of any
dividend, issuance of any securities, purchase or
redemption of
any securities, commitments or authorizations for
any changes to
its Articles of Incorporation or amendments to any
by-laws,
conversions of any options, warrants or otherwise
into common
shares, and except as disclosed in paragraph B.3.
relating to the
total shares issued and outstanding which resulted
from a
corporate reorganization;
xiii. any other material transaction
relating to The
Company other than in the ordinary course of the
business and
consistent with past practice; or
xiv. any agreements or understandings,
whether in writing
or otherwise, for The Company to take any of the
actions
specified in items i. through xii. above.
SECTION 9. Undisclosed Liabilities. The Company does not
have any liabilities or obligations of any nature that would be
required by GAAP to be reflected in the Financial Statements
(subject, in the case of unaudited statements, to normal year-end
audit adjustments), except: (a) such liabilities and obligations
which are reflected in the Financial Statements, or (b) such
liabilities or obligations which were incurred in the ordinary
course of business for normal trade or business obligations and
are not individually or in the aggregate in excess of $1,000.
SECTION 10. Compliance with Laws. Except as individually
or in the aggregate would not have a Material Adverse Effect, the
Company has complied in all respects with all laws of all
Governmental Authorities (including all tariff and reporting
requirements) with respect to its business operations.
D. Representations, Warranties Covenants of The Company and
MAS: MAS and The Company represent and warrant to The Company as
of the date hereof and as of the Closing Date:
SECTION 1. Enforceability of Agreement Against MAS
ACQUISITION and MAS CAPITAL. MAS ACQUISITION and MAS CAPITAL
have all necessary power and authority to enter into this
Agreement to which each is a party, to carry out the obligations
hereunder and to consummate the transactions contemplated hereby.
This Agreement constitutes the legal, valid and binding
obligations of MAS ACQUISITION and MAS CAPITAL enforceable
against each in accordance with the respective terms.
SECTION 2. Shares. The MAS ACQUISITION shares have been
validly issued and are free and clear of all liens, charges,
demands or adverse claims or other restrictions on the exercise
of any of the attributes of ownership. There are no contracts,
arrangements, commitments or restrictions relating to the
issuance, sale, transfer or purchase or obtaining of shares or
other ownership interests in the Shares, except for this
Agreement.
SECTION 3. Incorporation, Authority and Qualification of
MAS ACQUISITION. MAS ACQUISITION is a corporation duly
incorporated, validly existing and in good standing under the
laws of the State of Indiana. MAS ACQUISITION has all necessary
corporate power and authority to carry on the business now being
conducted by it. MAS ACQUISITION is duly qualified to do
business, and is in good standing, in each jurisdiction, if any,
where the character of its properties owned, operated or leased
or the nature of its activities makes such qualification
necessary. MAS ACQUISITION is authorized to issue 80,000,000
common shares, par value $0.001 per share. MAS ACQUISITION has
10,000 common shares issued and outstanding. MAS ACQUISITION is
authorized to issue 20,000,000 shares of preferred stock, par
value $0.001 per share. No preferred shares have been issued. No
other classes of stock are authorized or issued except as set
forth herein. There are no outstanding options, warrants, rights,
director/officer compensation rights, or otherwise, other than
those disclosed herein and the financial statements.
SECTION 4. No Conflict. The execution and delivery by MAS
CAPITAL and MAS ACQUISITION of this Agreement and each Related
Document to which the each is a party have been obtained and all
filings and notifications required by law, agreement or otherwise
have been made, the performance by The Company and MAS of this
Agreement and each Related Document to which each is a party will
not:
(i) Violate or conflict with any term or provision of
the
articles or certificate of incorporation (or other
charter documents) of MAS;
(ii) Conflict with or violate any law, rule,
regulation, order,
writ, judgment, injunction, decree, determination or
award applicable to MAS or The Company;
(iii) Conflict with, result in any breach of,
constitute a
default (or event which with the giving of notice or
lapse of time, or both, would become a default) under,
give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the
creation of any lien on any of the assets pursuant to,
any assigned contract or any licenses;
(iv) Without limiting the generality of the foregoing,
result in
the termination, denial or impairment of any material
contract, arrangement or benefit granted with respect
to MAS or The Company's business, or require the
payment of any fees, taxes or assessments, pursuant to
any federal, state or local program relating to
minority-owned businesses.
SECTION 5. Consents, Approvals and Notifications. The
execution and delivery by MAS ACQUISITION and MAS CAPITAL of this
Agreement and each Related Document to which each is a party does
not, and the performance by it of this Agreement and such Related
Documents will not, require any consent, approval, authorization
or other action by, or filing with or notification to, any
Governmental Authority or any other Person, with the exception of
filings required by the Securities and Exchange Commission,
including, but not limited to, a Current Report on Form 8-K which
will be filed by the Company on, or before 15 days from the date
of closing.
SECTION 6. Financial Statements.
6.1 MAS ACQUISITION and MAS CAPITAL have furnished to the
Company copies of (a) audited balance sheets of MAS ACQUISITION
and audited statements of income, changes in shareholders' equity
and statements of cash flow for the period ending December 31,
2000, together with interim financial statements and the reports
and notes thereon, independent certified public accountants
(collectively, the "Audited Financial Statements").
6.2 The Audited Financial Statements (a) have been prepared
in conformity with GAAP applied on a consistent basis from year
to year (except as noted otherwise therein); and are true and
correct and present fairly in all material respects the financial
condition of MAS ACQUISITION and the results of operations and
changes in cash flow of MAS ACQUISITION for the periods to which
each relates.
6.3 To the knowledge of The Company and MAS ACQUISITION, the
Interim Financial Statements, (a) have been prepared in
conformity with GAAP applied on a consistent basis from year to
year (except as noted otherwise therein), subject to normal
recurring year-end adjustments (the effect of which will not,
individually or in the aggregate, be material) and the absence of
notes (which, if presented, would not differ materially from
those included in the Audited Financial Statements), and are true
and correct and present fairly in all material respects the
financial condition of The Company and the results of operations
and changes in cash flow of MAS for the periods to which each
relates.
SECTION 7. Litigation. There is no claim, action,
investigation, arbitration or proceeding pending or, threatened
against MAS ACQUISITION, or against or relating to any of the
assets or the ability of it to perform its obligations hereunder,
before any arbitrator, judge, court or governmental authority.
MAS is not subject to any order, writ judgment, injunction,
decree, determination or award of any arbitrator, judge, court or
governmental authority.
SECTION 8. Contracts. To the extent applicable, Exhibit
"A" contains an accurate and complete list of all written and
oral agreements and contracts in effect on the date of this
Agreement to which MAS ACQUISITION is a party in connection with
the business operations or by which any of its properties or
assets relating to the operation are bound. The are no contracts
in formation or which are capable of subsequent formation as a
result of future satisfied conditions. MAS ACQUISITION has made
available to The Company true and complete copies of the
contracts (including any amendments or modifications thereto).
SECTION 9. Environmental Matters. MAS ACQUISITION has not
used any property, real or personal to generate, manufacture,
refine, transport, treat, store, handle, or dispose of any
hazardous substances except in accordance with all applicable
federal and state environmental laws.
SECTION 10. Taxes. MAS ACQUISITION has or will duly file or
caused to be filed all federal income tax returns and all other
federal, state, county, local or city tax returns which are
required to be filed, including, but not limited to, income and
employee withholding taxes, and it has paid or caused to be paid
all taxes shown on said returns or on any tax assessment received
by it to the extent that such taxes have become due, or has set
aside on its books reserves (segregated to the extent required by
sound accounting practice) reasonably deemed by it to be adequate
with respect thereto.
SECTION 11. Absence of Changes. Since the date of the
Audited Financial Statements, including its interim unaudited
financial statements filed on Form 10-QSB with the Securities and
Exchange Commission, MAS ACQUISITION has operated its business in
the ordinary course consistent with past practices and there has
not been, except as disclosed in this Agreement or the Exhibits
attached hereto:
i. any Material Adverse Effect;
ii. any damage, destruction or loss (whether or
not
covered by insurance) affecting any tangible asset
or property used or useful in the business
operations, normal wear and tear excepted;
iii. any payments, discharges or satisfactions by
it of
any liens, claims, charges or liabilities (whether
absolute, accrued, contingent or otherwise and
whether due or to become due) relating to the
business operations, other than in the ordinary
course of the business and consistent with past
practice;
iv. any licenses, sales, transfers, pledges,
mortgages
or other dispositions of any tangible or
intangible assets having a value over $1,000 (in
the aggregate) used or held for use in connection
with the operation of the business, other than in
the ordinary course of business and consistent
with past practice;
v. any write-offs as uncollectible of
any accounts
receivable or notes receivable of the operations,
or any portion thereof, not provided for in the
allowance for uncollectible accounts in the
Interim Financial Statements;
vi. any cancellations of any material
debts or claims
of, or any amendments, terminations or waivers of
any rights of material value to, the business
operations; vii. any general uniform increase in
or change in the method of computing the
compensation of employees of it who perform
services for the benefit of the business
operations;
viii. any material changes in the manner
in which MAS
ACQUISITION extends discount or credits to
customers or otherwise deals with customers of its
business;
ix. any material changes in the
accounting methods or
practices followed by MAS ACQUISITION and or any
changes in depreciation or amortization policies
or rates theretofore adopted;
x. any capital commitments by MAS
ACQUISITION and for
additions to property, plant or equipment of the
business operations;
xi. any agreements or commitments to
merge or
consolidate with or otherwise acquire any other
corporation, association, firm or other business
organization or division thereof;
xii. any declarations of dividend,
payment of any
dividend, issuance of any securities, purchase or
redemption of any securities, commitments or
authorizations for any changes to its Articles of
Incorporation or amendments to any by-laws,
conversions of any options, warrants or otherwise
into common shares, and except as disclosed in
paragraph B.1. relating to the total shares issued
and outstanding which resulted from a corporate
reorganization;
xiii. any other material transaction
relating to MAS
ACQUISITION other than in the ordinary course of
the business and consistent with past practice; or
xiv. any agreements or understandings,
whether in writing
or otherwise, for MAS ACQUISITION to take any of
the actions specified in items i. through xii.
above.
SECTION 12. Undisclosed Liabilities. MAS ACQUISITION does
not have any liabilities or obligations of any nature that would
be required by GAAP to be reflected in the Financial Statements
(subject, in the case of unaudited statements, to normal year-end
audit adjustments), except: (a) such liabilities and obligations
which are reflected in the Financial Statements, or (b) such
liabilities or obligations which were incurred in the ordinary
course of business for normal trade or business obligations and
are not individually or in the aggregate in excess of $100.00.
SECTION 13. Compliance with Laws. Except as individually or
in the aggregate would not have a Material Adverse Effect, MAS
has complied in all respects with all laws of all Governmental
Authorities (including all tariff and reporting requirements)
with respect to its business operations.
SECTION 14. Change in Control of MAS. The Company Board of
Directors will nominate Xxxxxx Xxxxx as a successor director and
President of MAS, effective at closing.
E. Miscellaneous Provisions.
SECTION 1. Conditions to Closing
1.1 Escrow Agent. The Law Office of Xxxxx Xxxxx Xxxxxx,
P.C., will act as Escrow Agent for this transaction, as
definitively set forth in the attached Escrow Agreement, Exhibit
"B").
1.2 Conditions to Obligations of The Company. The
obligations of The Company to consummate the purchase of the
shares shall be subject to the fulfillment, at or prior to the
Closing, of each of the following conditions, any one of which
may be waived by MAS ACQUISITION without waiver of any other
rights or remedies which MAS ACQUISITION may have under this
Agreement:
i. The Company's Closing Documents. At the Closing, MAS
shall
have executed and/or delivered the following Related
Documents to which they are parties or for which each
is responsible: (1) This Agreement, and (2) The Escrow
Agreement.
1.3 Conditions to Obligations of MAS ACQUISITION and MAS
CAPITAL. The obligations of MAS ACQUISITION and MAS CAPITAL to
consummate the sale of the shares contemplated by this Agreement
shall be subject to the fulfillment, at or prior to the Closing,
of each of the following conditions, any one of which may be
waived by The Company without waiver of any other rights or
remedies which The Company may have under this Agreement.
i. Closing Documents. At the Closing, MAS ACQUISITION
and MAS CAPITAL shall have executed and/or delivered this
Agreement and the Escrow Agreement and delivered the MAS
ACQUISITION shares to the Escrow Agent.
SECTION 2. Indemnification.
2.1 Survival. All representations and warranties and
covenants and agreements contained herein shall survive the
execution of hereof and the Closing Date. Any investigations by
or on behalf of any party shall not constitute a waiver as to
enforcement of any representation, warranty or covenant contained
in this Agreement. No notice or information delivered by one
party shall affect the other party's right to rely on any
representation or warranty made by the party delivering the
notice or information or relieve that party of any obligations
under this Agreement as the result of a breach of any of its
representations and warranties.
2.2 Indemnification. The offer and sale of securities by
MAS CAPITAL is transacted through a registered broker-dealer,
Xxxxxx Xxxxxx & Co., Inc., (hereinafter "Xxxxxx"). Xxxxxx did
not solicit the transaction nor conducted due diligence on the
Buyer or the Seller. Due diligence was conducted by the Buyer
and the Seller. Xxxxxx'x role is to fulfill the SEC's
requirements for the sale of the control securities. I.A. EUROPE
and MAS CAPITAL agree to indemnify and hold harmless the broker-
dealer for any claims, liabilities, damages or causes of action,
known or unknown, as a result of any misrepresentation made by
MAS CAPITAL or MAS ACQUISITION to I.A. EUROPE in connection with
this Agreement and Plan of Reorganization.
SECTION 3. General Provisions.
3.1 Headings and Interpretation. The headings used in this
Agreement are for reference purposes only and shall not affect
the meaning or interpretation of any term or provision of this
Agreement.
3.2 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any
manner adverse to any party.
3.3 Entire Agreement. This Agreement represents the entire
understanding of the parties with reference to the matters set
forth herein. This Agreement supersedes all prior negotiations,
discussions, correspondence, communications and prior agreements
among the parties relating to the subject matter herein.
3.4 Amendment. This Agreement may not be amended or
modified except by an instrument in writing signed by the parties
hereto.
3.5 Applicable Law. This Agreement shall be governed by
the substantive laws of the State of New York, without regard to
its conflict of laws provisions, and the parties submit to the
courts in that jurisdiction as the exclusive venue for the
adjudication of any and all disputes.
3.6 Counterparts and Facsimile Transmission Copies of
Originals. This Agreement may be executed in several original or
facsimile copy counterparts and all so executed and transmitted
shall constitute one Agreement, binding on all the parties hereto
even though all the parties are not signatories to the original
or the same counterpart. Facsimile transmitted signatures shall
be deemed valid as though they were originals and the parties may
perform any and all obligations and duties in reliance on the
facsimile copies.
3.7 Further Assurances, Additional Documents, Etc. The
parties will cooperate with each other to accommodate the intent
of this agreement. MAS ACQUISITION and MAS CAPITAL will provide
the Company with all financial records of MAS ACQUISITION so that
there will be a seamless financial transition.
IN WITNESS WHEREOF, the parties hereto have executed, or
caused their duly authorized representatives to execute, this
Reorganization and Stock Purchase Agreement as of the date first
written above.
I.A. EUROPE, INC.
By:____________________________
\
MAS ACQUISITION XXVII CORP. MAS CAPITAL INC.
By:____________________________ By: _________________
