STOCK-FOR-STOCK AGREEMENT
REORGANIZATION AGREEMENT between Advanced Optics Electronics, Inc., a
Nevada corporation (hereinafter referred to as `Advanced Optics'), and a
majority shareholders of PLZTech, Inc., a Colorado corporation (hereinafter
referred to as "PLZTech').
For the Acquisition by Advanced Optics of all the outstanding stock of
PLZTech, in exchange for stock of Advanced Optics.
AGREEMENT, dated as of this 6th DAY of November 1996 between Advanced
Optics and a majority of all of the Shareholders of PLZTech (hereinafter
referred to as the "PLZTech Shareholders").
WHEREAS, all of PLZTech's Shareholders own 8,768,842 shares of common
stock, $.001 par value per share, of PLZTech, and which constitutes all of the
outstanding common stock of PLZTech, for a total of 8,768,842 issued and
outstanding shares of common stock of PLZTech.
WHEREAS, the PLZTech Shareholders signing below own and have a right to
sell, transfer, and exchange all of their shares for the purchase of capital
stock of PLZTech .Advanced Optics hereby offers 4,500,000 shares of its common
stock to the PLZTech Shareholders for all of the outstanding common stock of
PLZTech. The undersigned PLZTech Shareholder wishes to make said exchange.
WHEREAS, the parties hereto intend that the securities exchange described
herein between Advanced Optics and the Shareholders of PLZTech will be tax free
in accordance with the provisions of Section 368(a)(1XB) of the Internal Revenue
Code.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter set forth, the parties hereto have agreed and by these presents do
hereby agree as follows:
1. Exchange of Securities. Subject to the terms and conditions hereinafter set
forth, at the time of the dosing referred to in Section 6 hereof (the
`Closing Date"), Advanced Optics will issue and deliver, or cause to be
issued and delivered to the PLZTech Shareholders, in exchange for all of
the issued and outstanding shares of PLZTech, 4,500,000 shares of its
common stock. The shares of Advanced Optics will be allocated as set forth
in Schedule I, attached hereto. The shares of PLZTech Shareholders will be
exchanged for shares in Advanced Optics on a .5131 for one basis.
2. Representations and Warranties by PLZTech and PLZTech Shareholders. PLZTech
represents and warrants to Advanced Optics and the undersigned PLZTech
shareholder represents only to the best of his/her knowledge to Advanced
Optics, all of which representations and warranties shall be true at the
time of closing, and shall survive the closing for a period of six (6)
months from the date of dosing, except as to the warranties and
representations set forth in subsection (i) herein, which shall survive for
a period of three (3) years from the date of closing, and those set forth
in subsection (I) herein, which shall survive for a period of six (6)
month-s from the date of closing, or from the date when the accounts
receivable may become due and payable, whichever shall occur later, that:
(a) PLZTech is a corporation duly organized and validly existing and in
good standing under the laws of the State of Colorado and has the
corporate powers to own its property and carry on its business as and
where it is now being conducted. Copies of the
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Certificate of Incorporation and the By-Laws of PLZTech, which have
heretofore been furnished by PLZTech Shareholders to Advanced Optics,
are true and correct copies of said Certificate of Incorporation and
By-Laws including all amendments to the date hereof.
(b) The authorized capital stock of PLZTech consists of 50,000,000 shares
of common stock, $.001 par value ("Common Stock of PLZTech") of which
8,768.842 shares have been validly issued and are now outstanding.
(c) PLZTech Shareholders have full power to exchange the shares to
purchase the capital stock of Advanced Optic on behalf of themselves
upon the terms provided for in this Agreement, and said shares have
been duly and validly issued and are free and clear of any lien or
other encumbrance.
(d) From the date hereof, and until the date of closing, no dividends or
distributions of capital, surplus, or profits shall be paid or
declared by PLZTech in redemption of their outstanding shares or
otherwise, and except as described herein no additional shares shall
be issued by said corporations.
(e) Since the date hereof, PLZTech has not engaged in any transaction
other than transactions in the normal course of the operations of
their business, except as specifically authorized by Advanced Optics
in writing.
(f) PLZTech is not involved in any pending or threatened litigation which
would materially affect its financial condition disclosed to Advanced
Optics in writing.
(g) PLZTech has and will have on the Closing Date, good and marketable
title to all of its property and assets shown on Schedule II, attached
hereto, free and clear of any and all lines or encumbrances or
restrictions, except as shown on Schedule II, attached hereto and
except for taxes and assessments due and payable after the Closing
Date and easements or minor restrictions with respect to its property
which do not materially affect the present use of such property.
(h)
(1) The inventories of PLZTech as reflected in Schedule II, furnished
by PLZTech Shareholders to Advanced Optics prior to the execution
hereof, are valued at book value.
(2) The inventory of PLZTech listed on the schedule referred to in
(i) (1) above is hereinafter collectively referred to as the
"Inventory." The Inventory is in good and usable condition.
(i) As of the date hereof, there are no accounts receivable of PLZTech of
a material nature, except for those account receivable set forth in
Schedule II, attached hereto.
(j) PLZTech does not now have, nor will it have on the Closing Date, any
long term contracts ("long-term" being defined as more than one year)
except those set forth in Schedule II attached hereto.
(k) PLZTech does not now have, nor will it have on the Closing Date any
pension plan,
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profit-sharing plan, or stock purchase plan for any of its employees
except those set forth in Schedule II, attached hereto and certain
options to proposed executive officers.
(1) PLZTech does not now have, nor will it have on the Closing Date, any
known liabilities or contingent liabilities other than those disclosed
in their financial statements dated June 30, 1995 attached hereto as
Schedule III except in the ordinary course of business or in
connection with its proposed private offering.
3. Representations and Warranties by Advanced Optics. Advance Optics
represents and warrants to the PLZTech Shareholders, all of which
representations and warranties shall be true at the time of closing, and
shall survive the closing for a period of six (6) months form the date of
closing, as follows:
(a) Advanced Optics is a corporation duly organized and validly existing
and in good standing under the laws of the State of Nevada and has the
corporate power to own its properties and carry on its business as now
being conducted and has authorized capital stock consisting of
25,000,000 shares of common stock, $.001 par value per share, of which
there are 500,000 shares presently outstanding.
(b) Advanced Optics has the corporate power to execute and perform this
Agreement, and to deliver the stock required to be delivered to
PLZTech Shareholders hereunder.
(c) The execution and delivery of this Agreement, and the issuance of the
stock required to be delivered hereunder have been duly authorized by
all necessary corporate actions, and neither the execution nor
delivery of this Agreement, nor the issuance of the stock, nor the
performance, observance or compliance with the terms and provisions of
this Agreement will violate any provision of law, any order of any
court or other governmental agency, the Certificate of Incorporation
or By-Laws of Advanced Optics or any indenture, Agreement or other
instrument to which Advanced Optics is a party, or by which Advanced
Optics is bound, or by which any of its property is bound.
(d) The shares of Common Stock of Advanced Optics deliverable pursuant
hereto will on delivery in accordance with the terms, hereof, be duly
authorized, validly issued, and fully paid, and non-assessable.
4. Conditions to the Obligations of Advanced Optics. The obligations of
Advanced Optics hereunder shall be subject to the conditions that:
(a) Advanced Optics shall not have discovered any material error or
misstatement in any of the representations and warranties by the
PLZTech Shareholders herein, and all the terms and conditions of this
Agreement to be performed and complied with shall have been performed
and complied with.
(b) There shall have been no substantial adverse changes in the
conditions, financial, business otherwise of PLZTech from the date of
this Agreement, and until the date of closing, except for changes
resulting from those operations in the usual and ordinary course of
business, and between such dates the business and assets for PLZTech
shall not have been materially adversely affected as the result of any
fire, exploding,
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earthquake, flood, accident, strike, lockout, combination of workmen,
taking over of any such assets by any governmental authorities, riot,
activities of armed forces, or acts of God or of the public enemies.
(c) Advanced Optics shall upon request and at the time of closing, receive
an opinion of counsel to the effect that: (1) PLZTech is duly
organized and validly existing under the laws of the state of Colorado
and has the power and authority to own its properties and to carry on
its respective business wherever the same shall be located and
operated as of the Closing Date: and (2) this Agreement has been duly
approved, executed and delivered by a majority of PLZTech Shareholders
and constitutes a legal, valid and binding obligation of the PLZTech
Shareholders enforceable in accordance with its terms.
(d) PLZTech does not now have, nor will it have on the date of closing,
any known or unknown liabilities or contingent liabilities, except as
specifically set forth on Schedule II, attached hereto.
(e) Counsel for Advanced Optics, Xxx X. Xxxxxx, Esquire, shall provide an
opinion to be delivered at the Closing Date to the effect that: (1)
Advanced Optics is a Nevada corporation, validly existing and in good
standing with respect to its corporate charter; (2) that Advanced
Optics is not under investigation by the SEC, the NASD or any state
securities commission; (3) that there are no known securities
violations; (4) all shares issued by Advance Optics have been validly
issued in accordance with Nevada or Federal law, are fully paid, are
non-assessable and are fully tradeable; and (5) there are no
outstanding options, rights, warrants, conversion privileges or other
agreements which would require issuance of additional shares.
5. Conditions to the Obligations of PLZTech Shareholders. The obligations of
the PLZTech hereunder are subject to the conditions that:
(a) PLZTech Shareholders shall not have discovered any material error or
misstatement in any of the representations and warranties made by
Advanced Optics herein and all the terms and conditions of this
Agreement to be performed and complied with by Optics shall have been
performed and complied with.
(b) The PLZTech Shareholders shall upon request, at the time of closing,
received an opinion of counsel to the effect that: (1) Advanced Optics
is a corporation duly organized and validly existing under the laws of
the State of Nevada, and has the power to own and operate its
properties wherever the same shall be located as of the Closing Date;
(2) the execution, delivery and performance of this Agreement by
Advanced Optics has been duly authorized by all necessary corporate
action and constitutes a legal, valid and binding obligation of
Advanced Optics, enforceable in accordance with its terms; (3) the
securities to be delivered to PLZTech Stockholders pursuant to the
terms of this Agreement has been validly issued, is fully paid and
non-assessable; and (4) the exchange of the securities herein
contemplated does not required the registration of the Advanced Optics
securities pursuant to any Federal law dealing with the issuance,
sale, transfer, and/or exchange of corporate securities.
6. Closing Date. The closing shall take place on or before October 21, 1996 ,
or as soon thereafter
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as is practicable, at the Law Offices of Xxx X. Xxxxxx, 0000 Xxxx Xxxxxxxx
Xxxx, Xxxxx X, Xxx Xxxxx, Xxxxxx 00000, or as such other time and place as
the parties hereto shall agree upon.
7. Actions at the Closing. At the closing, Advanced Optics and PLZTech
shareholders will each deliver, or cause to be delivered to the other, the
securities to be exchanged in accordance with Section I of this Agreement
and each party shall pay any and all Federal and State taxes required to be
paid in connection with the issuance and the delivery of their own
securities. All stock certificates shall be in the name of the party to
which the same are deliverable.
8. Conduct of Business, Board of Directors, etc. Between the date hereof and
the Closing Date, PLZTech will conduct its business in the same manner in
which it has heretofore been conducted and the PLZTech Shareholders will
not permit PLZTech to: (1) enter into any contract, etc., other than in the
ordinary course of business; (2) declare or make any distribution of any
kind to the stockholders of PLZTech without first obtaining the written
consent of Advance Optics.
Upon closing, the old officers and members of the board of directors of
Advanced Optics will tender their resignations and a new Board of Directors
will be elected by the shareholders of Advanced Optics, which shall consist
of the following individuals.
Xxxxxxx X. Xxxx
Xxxxxx X. Xxxxxx
Xxxxxxxxx Xxxxx, Xx.
Upon election for the above Board of Directors, and subject to the
authority of the Board of Directors as provided by law and By-Laws of
Advanced Optics, the new officers of Advanced Optics, after the closing
date of this Agreement shall be as follows:
Xxxxxxx X. Xxxx President and Treasurer
Xxxxxx X. Xxxxxx Chairman, C.E.O. and Secretary
9. Access to the Properties and Books of PLZTech. The PLZTech Shareholders
hereby grant to Advanced Optics, through their duly authorized
representatives and during normal business hours between the date hereof
and the Closing Date, the right of full and complete access to the
properties of PLZTech and full opportunity to examine their books and
records.
10. Miscellaneous
(a) This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State of Nevada.
(b) Each of the Constituent Corporations shall bear and pay all costs and
expenses incurred by it or on its behalf in connection with the
consummation of this Agreement, including, without limiting the
generality of the foregoing, fees and expenses of financial
consultants, accountants and counsel and the cost of any documentary
stamps, sales and excise taxes which may be imposed upon or be payable
in respect to the transaction.
(c) At any time before or after the approval and adoption by the
respective stockholders of
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the Constituent Corporations, if required, this Reorganization
Agreement may be amended or supplemented by additional written
agreements, as may be determined in the judgment of the respective
Boards of Directors of the Constituent Corporation to be necessary,
desirable or expedient to further the purpose of this Reorganization
Agreement, to clarify the intention of the parties, to add to or to
modify the covenants, terms or conditions contained herein, or
otherwise to effectuate or facilitate the consummation of the
transaction contemplated hereby. Any written agreement referred to in
this paragraph shall be validly and sufficiently authorized for the
purposes of this Reorganization Agreement if signed on behalf of
PLZTech by its President and Executive Vice-President and on behalf of
Advanced Optics by its Chairman of the Board or Chief Executive
Officer.
(d) This Reorganization Agreement may be executed in any number of
counterparts and each counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall
constitute but one Reorganization Agreement. . (e) This Agreement
shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators and assigns of the PLZTech Shareholders and
upon the successors and assigns of Advanced Optics
(f) All notices, requests, instructions, or other documents to be given
hereunder shall be in writing and sent by registered mail:
If to PLZTech
shareholders, then: 000 Xxxxxxx Xxxxx, X.X.
Xxxxxxxxxxx, XX 00000
If to Advanced Optics,
then: 0000 X. Xxxxxxxx Xx.
Xxxxx X, Xxx Xxxxx, XX 00000
The foregoing Reorganization Agreement, having been duly approved or
adopted by the Board of Directors, and duly approved or adopted by a majority of
the stockholders of the constituent corporation, as required, in the manner
provided by the laws of the States of Nevada and Colorado, the Chairman of the
Board, the President and the Secretary of said corporations, and a majority of
the Shareholders of PLZTech do now execute this Reorganization Agreement under
the respective seals of said corporation by the authority of the directors and
stockholders of each, as required, as the act, deed and agreement of each of
said corporations. This Stock-For-Stock Agreement may be signed in two or more
counterparts.
ADVANCED OPTICS ELECTRONICS, PLZTECH, INC.
By: /s/ Xxx Xxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------- --------------------------
Xxx Xxxxx, President Xxxxxxx X. Xxxx, President
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Acknowledgment of Execution of Agreement
By Officer of
Advanced Optics Electronics, Inc.
STATE OF NEVADA )
)ss.
COUNTY OF XXXXX )
BE IT REMEMBERED that on this 6th day of November, 1996, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxx Xxxxx,
President of Advanced Optics Electronics, Inc., a Nevada corporation, and one of
the corporations described in and which executed the foregoing Agreement of
Reorganization, known to me personally to be such, and he, the said, Xxx Xxxxx,
as such President, duly executed said Agreement of Reorganization before me and
acknowledged said Agreement of Reorganization are in the handwriting of said
President of Advanced Optics Electronics, Inc..
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
Notary Public State of Nevada
COUNTY OF XXXXX
XXX X. XXXXXX
My Appointment Expires /s/ Xxx X. Xxxxxx
September 10, 1999 _____________________________
No. 00-0000-0 Notary Public
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Schedule I
PLZT STOCKHOLDERS
Name PLZT Adot
Xxxxx Asimakopoulis 12,500 6,414
Atlantic Advisory Board 220,000 112,882
Xxx Xxxxxx 125,000 64,138
Rom Xxxxxx 4,000 2,052
Xxxxx Xxxxx 35,000 17,959
Xxxxxx Xxxxxx 25,000 12,828
Xxxxxx Xxxxxx 62,500 32,069
X. X. Xxxx 235,766 120,972
Xxxx Xxxxxxxx 50,000 25,655
Xxxxx Xxxxxxxx 15,000 7,697
Xxxxx Xxxxxx 300,000 153,930
Xxxxx Xxxxxx 25,000 12,828
Xxxxx Xxxxxxxx 25,000 12,828
Xxxxxx Xxxxxxx 25,000 12,828
Groupo Nuevo LTD 3,000,000 1,539,300
Xxxxx Xxxxx 16,000 8,210
Kanter & Xxxxxxx P.A. 35,000 17,959
ElectroOptic Technologies 299,000 153,417
Xxxxxxx Xxxx 40,000 20,524
Xx xxxxxxx 25,000 12,828
Xxxxxx Xxxxxx 2,130,000 1,092,903
O&M Robins 210,000 107,751
X. Xxxxxxx 250,000 128,275
Slark Corp 364,076 186,807
Xxxxxx Xxxx 120,000 61,572
U. S. Venture 125,000 64,138
Xxxxxxxxx Xxxxx Xx. 882,500 452,811
Xxxxxxxxx Xxxxx III 120,000 61,572
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Schedule II
PLZTECH INC.
List of Assets
As of 12/31/95
Cash $ 4,499
Equipment (Net) 6,003
Intangible Assets (Net) 82,053
------
Total Assets $92,555
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Schedule III
Last Financial Statement
As of 12/31/95
PLZTECH, INC.
BALANCE SHEET
December 31, 1995
ASSETS
Current Assets
Cash 4,499
Total Current Assets ----- $ 4,499
Property and Equipment
Equipment (Note A) 9,500
Accumulated Depreciation (3,497)
-----
Total Property & Equipment 6,003
Other Assets
Intangible Assets-Patents & Patents
Pending (Note B) 96,504
Accumulated Depreciation (14,451)
------
Total Other Assets 82,053
TOTAL ASSETS $ 92,555
------
LIABILITIES AND SHAREHOLDERS' EQUITY
Long-term Liabilities
Legal Services Payable 15,640
Salaries Payable 35,828
Notes Payable (Note C) 80,217
------
TOTAL LIABILITIES $ 131,685
SHAREHOLDERS' EQUITY
Capital Stock 6,000
Paid In Capital 369,425
Deficit accumulated
During development stage (414,555)
-------
TOTAL SHAREHOLDER' EQUITY $ (39,130)
------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 92,555
------
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Schedule III
PLZTECH, INC.
STATEMENT OF INCOME AND STOCKHOLDERS' EQUITY
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
Six Months Ended
December 31, 1996
INCOME
Income from Operations $ 0
--------
Total Income $ 0
EXPENSES
Accounting Services 158
Amortization Expense 7,207
Auto Expense 681
Engineering-Patents 3,500
Insurance 3,870
Office Supplies 238
Postage 537
Printing 490
State Fees 455
Telephone 6,851
Travel 2,826
Wages - Patents 12,698
--------
Total - Expenses 39,511
--------
NET INCOME (LOSS) (39,511)
Shareholders' Equity at beginning of period (26,882)
Common Stock Issued 0
Additional Paid - in Capital 27,263
--------
Shareholders' Equity at December 31, 1995 $(39,130)
--------
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PLZTECH INC.
Notes to Financial Statements
For the Period Ended December 31, 1995
Note A - Equipment. Equipment is carried at cost.
Depreciation of equipment is provided using the
straightline method for financial reporting purposes
At a rate based on an average estimated life of
seven years.
Equipment consists of the following:
Plain paper fax # 00218
Chip grinding unit # 00205
Copy machine-PC-7 # 00000
XXX Xxxxxxx system # 00207
Note B - Patents and Patents Pending. The Company's initial
patent was granted March 30, 1993 by the U.S. Patent Office.
Subsequent to the granting of the initial patent and claims,
the Company has performed additional research and development
and is in the process of obtaining an additional patent with
several claims expanding the initial technology.
Patent # 5198920
Patent Pending # 8298422
Note C - Notes payable. Notes payable are to shareholders.
The notes are all longterm. All notes carry an interest rate of
7.5%. The notes are due from November 1997 to November 1998.
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