EXHIBIT 10.4
Finca Consulting, Inc.
Xxxxxxxxxxx 000
00000 Xxxxxxxxxx
Xxxxxxx
December 15, 1997
PERSONAL AND CONFIDENTIAL
VIA TELECOPY AND OVERNIGHT DELIVERY
Board of Directors
Prime Core Holding, Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
RE: Proposed Merger of Finca Consulting, Inc.
By and Into Prime Core Holding, Inc.
Gentlemen:
This letter sets forth our agreement in principle made on or about December
28, 1996, and further memorializes our intent concerning the contemplated merger
of Finca Consulting, Inc. ("Finca") by and into Prime Core Holding, Inc. ("Prime
Core") through an exchange of shares (the "Merger"). The parties agree to move
forward with the proposed Merger in good faith.
The proposed terms of the Merger are as follows:
1. General. Prime Core has a capitalization of 20,000,000 shares
authorized, 10,000,000 of which are preferred stock, $.05 par value per share,
with no such shares issued and outstanding, and; 10,000,000 of which shares are
common shares, $.01 par value per share, with 100 of such shares issued and
outstanding as of the date hereof. Finca has a capitalization of 40,000,000
shares authorized, 20,000,000 of which are preferred stock, $.00001 par value
per share, with no such shares issued and outstanding, and; 20,000,000 of which
shares are common shares, $.01 par value per share, with 10,300,322 of such
shares issued and outstanding as of the date hereof. As soon as practicable,
Prime Core shall amend its certificate of incorporation increasing the number of
its authorized common shares from 10,000,000 to 20,000,000.
The Merger of Finca with Prime Core will be effected through an exchange of
our companies' common shares pursuant to which the shareholders of Finca shall
deliver all of Finca's issued and outstanding common shares (the "Finca Shares")
to Prime Core in exchange for shares of Prime Core's Common Stock, on the basis
of one (1) share of Finca's Common Stock for one (1) Prime Core Share. It is the
intention of the parties to this Merger that Prime Core shall become the
corporation that shall assume all of the obligations of Finca under the U.S.
Securities Laws, including without limitation, the obligation to file reports
under the Securities Exchange Act of 1934, as amended (the "1934 Act") and to
file any required registration statements under the Securities Act of 1933, as
amended (the "1933 Act"), as well as to accomplish the reincorporation of the
corporation of the "public" corporation, previously Finca, in the State of
Delaware.
2. Confidentiality of Information. Each party will hold in strict
confidence all information concerning the business and affairs of the other
party obtained from the other party (the "Confidential Material"), use such
Confidential Material solely for the purpose of evaluating the subject
transaction and only make available such information to such officers, employees
and representatives (including legal and accounting representatives) as is
necessary to evaluate the subject transactions or as may be required by law or
regulation or to comply with the applicable requirements of any governmental
agency. Confidential Material does not, however, include any such information
which (i) is or becomes generally available to the public other than as a result
of a disclosure by the receiving party, (ii) was known to the receiving party on
a non- confidential basis prior to its disclosure by the disclosing party, or
(iii) becomes available to the receiving party on a non-confidential basis from
a source other than the disclosing party or its agents, provided that such
source is not bound by a confidentiality agreement with the disclosing party
known to the receiving party. If the subject transaction contemplated are not
consummated, each party will return or destroy all information so obtained. All
parties further agree that they will consult with each other before issuing any
press release or otherwise making any public statements with resect to the
subject transactions contemplated in this agreement, and shall not issue any
such press release or make any such public statement prior to such consultation
or, after such consultation, if any party is not reasonably satisfied with the
text of such release or statement.
3. Conditions. The obligations of the parties to consummate the Merger will
be subject to, among other things, (a) the receipt of the unanimous approvals of
the parties' respective Boards of Directors, (b) the confirmation from the
independent auditors of both Prime Core and Finca that the exchange of shares
contemplated in the Merger will be treated as a tax-free exchange under
applicable provisions of the U.S. Internal Revenue Code of 1986, as amended (c)
the execution and delivery of a definitive agreement by the parties on or before
January 31, 1998 (d) the receipt of all approvals from applicable regulatory
agencies (e) the receipt of the respective approvals of Prime Core's and Finca's
shareholders, (f) the normal warranties, representations and covenants, and (g)
the filing by Finca and Prime Core of a registration statement on Form S-4 with
the U.S. Securities and Exchange Commission ("SEC") registering the Prime Core
Common Shares to be issued in the Merger and its being declared effective by the
SEC.
4. No Oral Modifications. This agreement cannot be changed, modified,
altered or amended in any way, other than in writing signed by all parties. This
agreement supersedes any and all prior agreements, understandings and contracts
between the parties, whether oral or written.
Very truly yours,
PRIME CORE HOLDING, INC.
By: /s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
FINCA CONSULTING, INC.
By: /s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
