1
EXHIBIT 1
February 9, 1998
VIA FAX (000) 000-0000 & MAIL
Production Services-Atlanta, Inc.
0000 Xxxxxxxx Xxx, Xxxxxxxx 4 PERSONAL & CONFIDENTIAL
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxxx
RE: PURCHASE AGREEMENT
Gentlemen:
When countersigned by you, as hereinafter provided, this letter shall
constitute our understanding with respect to the purchase by Camera Platforms
International, Inc. ("Shotmaker") of all of the assets of Production
Services-Atlanta, Inc. ("PSA") upon the terms and conditions set forth herein:
1. PURCHASE AND SALE. Shotmaker agrees to purchase and PSA agrees to
sell to Shotmaker all of the assets of PSA located in Atlanta, Nashville and
elsewhere.
2. PURCHASE PRICE. The purchase price which Shotmaker agrees to pay and
PSA agrees to accept is in the range of one million eight hundred thousand
dollars ($1,800,000) to two million five hundred thousand dollars ($2,500,000),
payable as follows:
a. All in cash or stock of the publicly traded company for Shotmaker
at the closing, except for Shotmaker's assumption or payment of the obligations
described in Exhibit "A" hereto (the "Schedule of Liabilities") to be mutually
agreed upon by both parties.
3. DUE DILIGENCE. Upon the full execution hereof, Shotmaker shall
conduct such due diligence as we deem necessary to verify the information
represented to us with respect to PSA. We shall have reasonable access to the
books and records of PSA and an opportunity to contact the creditors, including
Xxxxxxx Studio Equipment Co., Inc. to verify the unpaid balance of that certain
promissory note dated July 1, 1996 in the face amount of $481,706.94. At such
time as we have completed our due diligence but in no event later than March
31, 1998, we shall notify PSA of our intention to close the transaction
(provided that no significant, adverse information is discovered during the due
diligence process).
2
Production Services-Atlanta, Inc.
February 9, 1998
Page 2
4. CLOSING. The closing shall occur at your offices at 10:00 a.m. on
Friday, April 3, 1998, at which time we shall deliver to you a cashier's check
in the amount of the cash portion of the purchase price, a promissory note, if
necessary, to reflect the terms portion of the purchase price, a stock
certificate, if appropriate, a promissory note, if necessary, to reflect the
terms portion of the purchase price and an agreement to assume and/or pay all
of the liabilities set forth in Exhibit "A". In addition, at that time, you
shall provide to us a xxxx of sale for all of the assets being conveyed, lien
free. We shall exchange such additional documentation as shall be necessary or
appropriate to reflect the understandings contemplated hereby.
5. BINDING EFFECT. Following the full execution hereof, and at the
parties' option, we shall authorize our respective attorneys to prepare the
appropriate documents to more fully reflect our understanding. Until such time
as said documents have been executed, this agreement shall bind the parties. In
the event either party elects not to proceed with this transaction through no
fault of that party, he shall be entitled to a break up fee in the amount of
the actual out-of-pocket expenses, but in no event less than $25,000.
6. BROKERS AND FINDERS. Each party hereto represents and warrants to the
other that no broker, finder or investment advisor has acted on its behalf in
connection with this acquisition that may be entitled to a finder's fee or
commission as a result hereof.
7. NOTICES. All notices, requests, demands and other communications
under this letter of intent shall be in writing and shall be deemed to have
been duly given on the date of delivery, if delivered personally or by telefax
or similar transmittal (with receipt acknowledged), to the party to whom notice
is to be given, or on the fifth business day after mailing if mailed by first
class mail, registered or certified, postage prepaid and properly addressed as
follows:
If to Shotmaker: Camera Platforms International, Inc.
00000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxx Atlas
Facsimile (000) 000-0000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
1900 Avenue of the Stars, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile (000) 000-0000
3
Production Services-Atlanta, Inc.
February 9, 1998
Page 3
If to PSA: Production Services-Atlanta, Inc.
0000 Xxxxxxxx Xxx, Xxxxxxxx 0
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxxx
Facsimile (000) 000-0000
With a Copy to: Xxxxx Xxxxxxxx, C.P.A
0000 Xxxxxxxx Xxxx, X.X., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Facsimile (000) 000-0000
8. APPRAISAL OF ASSETS. As part of our due diligence process, and
following the full execution hereof, we shall authorize T/A Appraisal, Inc. to
conduct an appraisal of all of PSA's assets, which will be relied upon by us
and our lender in funding the cash portion of the purchase price. You agree to
make your facility and the assets available for inspection during business hours
and subject to the prior rental of certain inventory items.
9. CONFIDENTIALITY. You hereby acknowledge that Shotmaker is a public
company and that any announcement of this transaction shall be by a joint press
release approved by our respective counsel before distribution.
10. SALE STRUCTURE. Following the full execution hereof, we agree to have
our respective accountants and lawyers confer to determine the most
advantageous sale structure -- stock or asset sale -- and to cooperate in
effectuating same.
If the foregoing is acceptable to you, please so indicate by signing the
attached copy of this letter and returning same to the undersigned. This offer
shall be deemed withdrawn if not accepted in writing prior to February 17, 1998.
Cordially,
/S/
Xxxxxxx X. Xxxxxxxxxx
Agreed and accepted this __ day of February 1998.
PRODUCTION SERVICES -- ATLANTA, INC.
By /S/
----------------------------------------
Xxxxxx Xxxxxxx,
personally and on behalf of the Company
cc: Xxxxx Xxxxxxxx
4
March 6, 1998
VIA FAX (000)000-0000 & MAIL
Xxxxxx X. Xxxxxxx
Xxxxxx Xxxxxxx
Production Services-Atlanta, Inc.
0000 Xxxxxxxx Xxx, Xxxxxxxx 0
Xxxxxxx, Xxxxxxx 00000
RE: MODIFICATION TO PURCHASE AGREEMENT
Dear Xxxxxx and Xxx. Xxxxxxx:
Your proposal of March 4, 1998 is acceptable with the following
clarifications and modifications:
1. The purchase price shall be two million one hundred thousand dollars
($2,100,000). However, we will agree that $600,000 of the price shall be
evidenced by 600,000 shares of common stock of Shotmaker, even though it is
currently trading for slightly less than $1.
2. The note described in paragraph 2b shall be secured by a second
position on all of the assets we are acquiring from you, not all of the assets
of Shotmaker.
3. As control shareholder, we shall recommend Xxxxxx Xxxxxxx for a board
seat at the next regularly scheduled meeting of the shareholders. In any event,
Xxxxxx shall be assured a position on the Shotmaker Advisory Board.
4. Shotmaker will assume all prospective operating expenses, such as
payroll and leases as of the closing, provided said obligations are disclosed,
reviewed by us and approved prior to the closing. Shotmaker has approved and
will assume the leases for the Atlanta office space, the Nashville office space
and the Atlanta studio space. Since this is an asset purchase, we will not be
assuming any liabilities, except as expressly agreed in writing. As to payroll,
we will hire certain of your employees as of the date of the closing and any
accrued vacation pay or other prior obligations to them shall be your
responsibility.
5
Xxxxxx X. Xxxxxxx
Xxxxxx Crownder
March 6, 1998
Page 2
5. Title insurance may not be available for this transaction, although
we will notice a bulk sale, if necessary, and exchange such additional
documentation as may be necessary or appropriate at the closing.
6. Your request for a post-closing 30 day transition period is
acceptable. Prior to that time, we shall have the right to put Xxxxxx Xxxxxx, or
any other mutually acceptable employee of Shotmaker, on your premises to assist
you in operations at our expense, to better understand and learn your business
and to make decisions with you as to matters such as which employees to keep
following the closing, which equipment may be sold prior to closing, except as
in the ordinary course of business, and so on. This shall be our "due diligence"
which we expect to complete by the end of this month so that we can close by
April 3, 1998, as stated in my February 9, 1998 letter.
Except as modified hereby, your offer is accepted. Please let me know if
any of the foregoing is unacceptable to you. If not, please sign below and fax a
signed copy to me.
Cordially,
/S/
Xxxxxxx X. Xxxxxxxxxx
Agreed:
/S/
-----------------------
Xxxxxx X. Xxxxxxx
/S/
------------------------
Xxxxxx Xxxxxxx
cc: Xxxxx Xxxxxxxx, C.P.A.
6
SECURED PROMISSORY NOTE
April 3, 1998
$500,000 Los Angeles, California
FOR VALUE RECEIVED, Camera Platforms International, Inc., a Delaware
Corporation ("CPI" or "Obligor"), with offices at 00000 Xxxxxxx Xx., Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000, hereby promises to pay to PRODUCTION
SERVICES-ATLANTA, INC. ("PS-A"), at 0000 Xxxxxxxx Xxx, Xxxxxxxx 0, Xxxxxxx,
Xxxxxxx 00000, or at such other address as the holder of this secured promissory
note ("Note") may specify in writing, the principal sum of Five hundred thousand
dollars ($500,000) plus interest at the rate of eight percent (8%) per annum.
Principal shall be due and payable three years from the date hereof. Interest on
the unpaid principal shall be payable quarterly with the first interest payment
due on July 3, 1998.
Voluntary prepayment of the principal balance of this Note shall be
permitted at any time.
This Note is secured by collateral consisting of all the equipment,
inventory (whether for sale or rental), furniture, furnishings, machines,
vehicles, tools and other materials which were transferred from PS-A to CPI as
of April 3, 1998.
The validity and interpretation of this Note shall be governed and
construed in accordance with the laws of the State of California.
If this Note is not paid when due, the Obligor promises to pay all costs
of collection and reasonable attorney's fees incurred by the holder regardless
of whether or not suit is filed hereon.
CAMERA PLATFORMS INTERNATIONAL, INC.
BY: _________________________________________
Xxx Atlas, President
7
March 4, 1998
Xx. Xxxxxxx X. Xxxxxxxxxx
W/F Investment Corp.
0000 Xxxxxx xx xxx Xxxxx,
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
VIA FACSIMILE: (000) 000-0000
Dear Xx. Xxxxxxxxxx:
This letter outlines the terms of our agreement for the purchase by Camera
Platforms International, Inc. ("Shotmaker") of all the assets of Production
Services-Atlanta, Inc. ("PS-A").
1. Purchase and Sale Shotmaker agrees to purchase the PS-A agrees to sell to
Shotmaker all of the assets of PS-A located in Atlanta, Nashville and elsewhere.
2. Purchase Price The purchase price which Shotmaker agrees to pay and PS-A
agrees to accept is two million one hundred dollars ($2,100,000), payable as
follows:
a. $1,000,000 in cash at closing;
b. $500,000 evidenced by a promissory note having a term of three years,
payable interest only quarterly at eight percent (8%) per annum. Should
Shotmaker secure a line of credit or financing at a rate of interest lower than
eight percent (8%), the note would immediately be paid in full with all accrued
interest. PS-A would be allowed to file a UCC-1 as a second position on all
assets of Shotmaker.
c. $600,000 evidenced by issuance of $600,000 shares of common stock of
Shotmaker valued for purpose of issuance at one dollar ($1) per share.
3. Board Seat Concurrent with the sale of the assets of PS-A, Shotmaker will
elect Xxxxxx Xxxxxxx as a board member for a term of three years.
8
4. Discounting of Liabilities As part of PS-A's effort to discount existing
liabilities, Shotmaker will assist in strategy, negotiations and efforts to
settle outstanding liabilities. Shotmaker agrees to maintain confidentiality of
the transaction and agrees that the wording and timing of any such announcement
or press release of this transaction shall be agreed to by both parties.
5. Assumption of Operating Expenses Shotmaker agrees to assume all operating
expenses, including payroll, as well as leases for office space, studio space,
rental equipment and office equipment existing on the date of closing, and will
indemnify and hold PS-A harmless from any claims arising therefrom.
6. Title Insurance In the interest of protecting both parties, Shotmaker
agrees to purchase title insurance in conjunction with the purchase of PS-A.
7. Close-Out Period PS-A is to have 30 days after the date of closing to
finalize its books and records through the date of closing, and to have
sufficient time to remove files not necessary to continuing operation by
Shotmaker.
If the above terms and conditions are acceptable to you, please so indicate by
signing the attached copy of this letter and returning same to PS-A. This offer
shall be deemed withdrawn if not accepted in writing prior to March 9, 1998.
Best Regards,
/S/
---------------------------------------
Xxxxxx Xxxxxxx
/S/
---------------------------------------
Xxxxxx Xxxxxxx
Agreed and accepted this 6th day of March 1998
(see 3/6/98 modifications)
CAMERA PLATFORMS INTERNATIONAL, INC.
By /S/
------------------------------------
Xxxxxxx X. Xxxxxxxxxx, Chairman
