Plan and Agreement of Reorganization
By Exchange By INTEGRATED TECHNOLOGY GROUP,
A Nevada Corporation
Of its voting stock for Stock in and
of
SAFE TIRE DISPOSAL CORP., an Oklahoma corporation
Integrated Technology Group, a Nevada corporation (hereinafter sometimes
called "Integrated") and Safe Tire Disposal Corp., an Oklahoma corporation,
(hereinafter sometimes called "Safe Tire") hereby agree as follows:
Article I
Plan Adopted
Section 1.01: Plan of Reorganization.
A plan of reorganization of Integrated and Safe Tire is hereby adopted as
follows:
a. Safe Tire will cause to be transferred to Integrated 1,000 shares of
common stock of $.001 par value, 9,535,000 common shares of Safe Tire
constituting one hundred percent (100%) of the issued and outstanding shares
thereof, pursuant to the terms and conditions hereinafter set forth.
b. In exchange for the shares transferred by Safe Tire pursuant to this
agreement, Integrated will cause to be issued and delivered to Safe Tire Nine
Million (9,000,000) par value One Mil ($0.001) common shares of Integrated
and Twenty-Five Thousand 25,000 additional shares to be issued in exchange
for legal services and to finders. These shares will, when issued, constitute
Eighty and Eighty-Nine One Hundredths percent (80.89%) of the total shares of
Integrated which will be outstanding immediately after closing. The said
common stock of Integrated will, when issued, be validly authorized and
issued, fully paid and nonassessable.
Section 1.02: Closing Date
Subject to the conditions set forth herein, the plan of reorganization will be
closed and consummated on or before July 10, 2000 at such place as may be
fixed by mutual consent of the parties. The date of such consummation is the
"Closing Date" or "Closing" as referred to herein.
Article II
Covenants, Representations, and Warranties of Integrated
Section 2.01: Legal Status
Integrated is a corporation duly organized, validly existing and in good
standing under the laws of Nevada with lawful power to conduct all businesses
in which it is engaged in all jurisdictions in which it is found.
Section 2.02: Shares Outstanding
Integrated has an authorized capitalization of Fifty Million (50,000,000)
common shares of One Mil ($0.001) par value. There are presently Eight
Million (8,000,000) shares thereof outstanding. Integrated warrants that
prior to the closing it will convey all the present assets of Integrated to
Xxxx X. Xxxx and X. Xxxxx Xxxx in exchange for 5,900,000 common shares which
are presently vested in them so that there will be, immediately prior the
closing of this agreement, not more than Two Million One Hundred Thousand
(2,100,000) common shares outstanding. It is further agreed that in
connection with the closing, an additional Twenty-Five Thousand (25,000) will
be issued for legal and finders' less, so that there will be, immediately to
the closing, a total of 2,125,000 Integrated shares outstanding. There are
currently no outstanding options, warrants, or securities convertible into
common stock of Integrated outstanding except one (1) option to acquire
100,000 shares at a striking price of Six Dollars ($6) per share, with
registration rights which Integrated hereby agrees to honor.
Section 2.03: Financial Condition
Integrated is subject to the reporting requirements of § 15(d) of the
Securities Exchange Act of 1934 and has filed all annual, quarterly and
current reports which have been required to be filed thereunder. Certain of
such files have not been timely. Copies of Integrated's Form 10-KSB for the
fiscal year ended June 30, 1999 and all quarterly and current reports filed
thereafter are attached hereto as Exhibit "A" and by this reference
incorporated herein as if set forth at length. The financial statements of
Integrated which are incorporated in such reports fully and accurately present
the financial condition of Integrated at the dates indicated.
Section 2.04: Performance Not Violative of Any Instrument
The performance by Integrated of its obligations under this agreement will not
result in any breach of the terms of the conditions of, or constitute a
default under, any agreement or instrument to which Integrated is a party, or
by the terms of which Integrated is bound.
Section 2.05: Material Contracts
Integrated is not, and at the closing date will not be a party to, or bound by
any material, oral, or written contract for the employment of any officer or
employee or commitment for any special bonus, compensation or severance pay;
or any pension, profit-sharing, retirement, or stock purchase plan with its
employees or others; or any contract with any labor union.
Section 2.06: Litigation
There are not now, and at the closing there will not be any material claims,
actions, proceedings, or investigations pending or threatened against
Integrated in any court or regulatory agency, nor any orders, writs, or
injunctions issued out of any such court or agency affecting Integrated.
Section 2.07: Taxes
Integrated does not owe any state, federal, or local taxes and has filed all
tax returns required to be filled by it excepting those related to accrued
taxes for the current year, filings on which are not yet due.
Section 2.08: Securities to be Issued
The shares of Integrated to be issued pursuant to this agreement are of One
Mil ($0.001) par value and have equal voting rights as all other shares of
Integrated outstanding. Safe Tire hereby acknowledges its awareness that said
shares will not, when issued, have been registered under either the Securities
Act of 1933 or under applicable securities laws of any state; but are being
issued in reliance on the exemption from federal regulation provided by
Section 4(2) of the Securities Act of 1933 for transactions not involving any
public offering and from state registration by applicable isolated transaction
or private placement exemptions. Safe Tire, for itself and its stockholders,
acknowledges that the shares issued pursuant hereto will be "restricted
securities" as that phrase is defined by paragraph (a)(3) of SEC Rule 144
under the Act. In connection therewith, Safe Tire acknowledges, warrants, and
represents as follows:
a. It has received and reviewed, as to Integrated, the Form 10-KSB for
the fiscal year ended June 30, 1999 which was filed via the SEC's XXXXX filing
system on November 16, 1999, the Form 10-QSB for the quarter ended September
21, 1999 which was filed on December 21, 1999, and the Form 10-QSB for the
quarter ended December 31, 1999 which was filed on February 23, 2000.
b. Safe Tire is a business entity whose officers, directors and stockholders
have sufficient business experience to evaluate this transaction. Safe Tire
and its stockholders are financially able to bear the risk of their investment
in Integrated's common shares.
c. Safe Tire and its stockholders are purchasing Integrated's shares for
their own accounts, for purposes of investment and not with a view to
distribution.
d. Safe Tire, for itself and its stockholders, consents to the placement
on each certificate representing shares of Integrated issued pursuant hereto,
of a standard form investment legend stating that the shares are not
registered under the Securities Act of 1993, as amended (the "Act") and cannot
be sold, hypothecated, or transferred without registration under the Act or
under an appropriate exemption from registration. Safe Tire acknowledges its
familiarity with Section 4(1) of the Act and SEC Rule 144, which generally
govern resale of restricted securities, and further concedes that Integrated
has not represented, directly or indirectly, that the exemption provided by
either rule will ever be available to Safe Tire its assignees or
stockholders. Safe Tire intends to transfer the shares issued to it hereunder
pro rata, to its stockholders (of which there are no more than Thirty (30);
and intends to rely on applicable "private offering" and/or isolated
transactions in so doing. In delivering such shares to its stockholders, Safe
Tire will advise the takers that the shares are restricted securities and
cannot be sold, transferred or hypothecated unless registered under the Act or
if there is available some exemption from registration to cover such
transaction. Safe Tire agrees to take all reasonable measures to insure that
those stockholders are taking their shares for investment and not with a view
to distribution, that they understand the rules limiting secondary transfer of
the shares, and that the certificates will bear appropriate restrictive
legends and be subject to stop transfer instructions.
e. Safe Tire hereby consents to the placement of "stop-transfer"
instructions as to all shares issued to it hereunder and agrees to procure
consent to such instructions from its transferees.
Article III
Section 3.01: Access to Business Records of Integrated Pending the Closing
Integrated will afford Safe Tire or its accredited representatives, pending
closing, full access during normal business hours to all properties, books,
accounts, contracts, commitments, and records of every kind of Integrated.
Section 3.02: Copies
In addition, Integrated will permit Safe Tire to make extracts or copies of
all such documents and to supply such additional information or material as
may be reasonably necessary to fully inform Safe Tire of the condition of
Integrated. All such information will be held in confidence.
Article IV
Covenants, Representations, and Warranties of Safe Tire
Section 4.01: Legal Status
Safe Tire is a corporation duly organized existing, and in good standing under
the state of Oklahoma, with legal authority to enter into this transaction.
Section 4.02: Corporate Approval
Safe Tire warrants that it has taken all corporate actions and duly adopted
all resolutions required by its charters and by-laws to permit its officers to
enter into this transaction as its authorized agents.
Section 4.03: Material Contracts
Except as may be attached hereto as Exhibit "B", Safe Tire is not, and at the
closing date will not be a party to, or bound by any material, oral, or
written contract for the employment of any officer or employee or commitment
for any special bonus, compensation or severance pay; or any pension,
profit-sharing, retirement, or stock purchase plan with its employees or
others; or any contract with any labor union.
Section 4.05: Litigation
There are not now, and at the closing there will not be any material claims,
actions, proceedings, or investigations pending or threatened against Safe
Tire in any court or regulatory agency which would bar or infringe the
conveyances contemplated hereby or the value of the assets conveyed.
Section 4.06: Taxes
Safe Tire does not owe any state, federal, or local taxes, and has filed all
tax returns required to be filed by it.
Section 4.07: Financial Condition
Safe Tire represents and warrants that its audited financial statements
attached hereto as Exhibit "C" accurately present the financial condition of
Safe Tire as of the dates indicated, and that those statements have been
prepared and are presented in accordance with generally accepted accounting
principles.
Section 4.08: Taxes
Safe Tire represents that it has filed all state and federal tax returns
required to be filed by it in any jurisdiction in which it does business, as
well as all environmental reports or disclosures which are required by
applicable state or federal laws. Safe Tire does not owe any unpaid state or
federal taxes except accrued taxes not yet due and payable.
Section 4.09: Environmental Issues
Safe Tire is in the business of disposing of and reclaiming constituent
components of used tires. The tire disposal industry is subject to state and
federal regulations related to environmental safety. Safe Tire warrants and
represents that it is in compliance with all applicable state and federal
regulations related to used tire disposal and use in all jurisdictions in
which it does business. Safe Tire further warrants that it will provide to
Integrated for incorporation in all filings required to be made by Integrated
under Section 15(d) of the Securities Exchange Act of 1934 complete and
accurate information covering all environmental disclosures required to be
made under the Exchange Act.
Section 4.10: Agreement not to Reverse Split Common Shares
Safe Tire agrees that it will not vote any of the common shares issued
pursuant hereto in favor of any reverse split of the outstanding common shares
of Integrated for a period of two (2) years from the closing. It further
agrees that it will obtain the written agreement of each person to whom it
assigns any such shares, or any interest therein, that the purchaser or
assignee will not vote any such shares in favor of any reverse split of
Integrated common shares for a period of two (2) years from the closing.
Section 4.11: Indemnification of Officers and Directors
Safe Tire hereby indemnifies Xxxx X. Xxxx and X. Xxxxx Xxxx, who are officers,
directors and controlling stockholders of Integrated, from any claim arising
from their conduct as officers, directors or controlling stockholders of
Integrated, except (a) liabilities which may arise under the Securities Act of
1933, the Securities Exchange Act of 1934, or any other applicable provision
of federal securities laws, and (b) liabilities arising from fraud, willful
misconduct, or gross negligence.
Article V
Section 5.01: Conduct of Business of Safe Tire Pending the Closing
Safe Tire will be entitled to conduct their regular and ordinary business
pending the closing.
Article VI
Miscellaneous
Section 6.01: Notices.
Any notice or other communications required hereby will be deemed delivered
when deposited in the United States mails for transmittal by certified or
registered mail, postage prepaid, return receipt requested, addressed to the
respective corporate and individual parties hereto as set forth on Exhibit "D"
hereto.
Section 6.02: Entire Agreement Counterparts.
This instrument and the exhibits and schedules hereto contain the entire
agreement of the parties. It may be executed in any number of counterparts,
each of which will be deemed original, but such counterparts together
constitute only one and the same instrument.
Section 6.03: Controlling Law.
The validity, interpretation of terms and performance of this agreement will
be governed by and constructed under the laws of Nevada.
WHEREFORE, we have set our hands hereto this 30th day of June, 2000.
INTEGRATED TECHNOLOGY GROUP
By: /s/ Xxxx X. Xxxx
Xxxx X. Xxxx,President
Attest:
/s/ X. Xxxxx Xxxx
X. Xxxxx Xxxx, Secretary
SAFE TIRE DISPOSAL CORP.
By: /s/ ScottHolden
Xxxxx Xxxxxx, President
Attest:
/s/ C. Xxx Xxxxxxx
Secretary
