EXHIBIT 2.01
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
on January 27, 2000, by and among LIDO CAPITAL CORP., a Florida corporation
("Lido Capital"), AUGUST PROJECT 1 CORP., a Florida corporation ("August
Project"), and XXXX X. XXXXXXX and XXXXXX XXXXX (individually, a "Shareholder"
and collectively, the "Shareholders").
RECITALS:
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A. The Shareholders own four million nine hundred sixty-seven thousand
(4,967,000) shares of the $0.001 par value per share common stock (the "August
Project Common Stock") of August Project, which represents 99.34% of all of the
outstanding August Project Common Stock.
B. The Shareholders desire to sell four million eight hundred sixty-seven
thousand (4,867,000) shares of the August Project Common Stock (the "Shares"),
which represents 97.34% of all of the outstanding August Project Common Stock,
in exchange for One Hundred Fifty Thousand Dollars (US $150,000.00) on the terms
and conditions set forth herein.
AGREEMENT:
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NOW, THEREFORE, in consideration of the mutual agreements, covenants and
premises set forth herein for certain other good and valuable consideration, the
receipt and adequacy which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. STOCK PURCHASE, PURCHASE PRICE AND RELATED TRANSACTIONS.
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1.1. Purchase Price and Sale. Lido Capital shall acquire and the
Shareholders shall sell the Shares to Lido Capital.
1.2. Purchase Price. In consideration of the purchase by Lido
Capital of the Shares, Lido Capital shall pay to the Shareholders at the Closing
(as defined herein) the aggregate purchase price of One Hundred Fifty Thousand
Dollars (US $150,000.00) (the "Purchase Price").
1.3. Closing and Effective Date. The closing shall take place at the
offices of Xxxxxxxxxxx & Xxxxxxxx llp, Miami Center, 20th Floor, 000 Xxxxx
Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000 (the "Closing"). The date of the
Closing is the date hereof and is referred to herein as the "Closing Date".
2. ADDITIONAL AGREEMENTS.
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2.1. Compliance with Obligations. The Shareholders shall cause
August Project to comply with all obligations of August Project under this
Agreement.
2.2. Confidential Treatment of Information. From and after the date
hereof, the parties hereto shall and shall cause their representatives to hold
in confidence this Agreement (including the Schedules hereto), all matters
relating hereto and all data and information obtained with respect to the other
parties or their business, except such data or information as is published or is
a matter of public record, or as compelled by legal process.
2.3. Public Announcements. The parties will consult with each other
before issuing any press releases or otherwise making any public statement with
respect to this Agreement or any of the transactions contemplated hereby and no
party will issue any such press release or make any such public statement
without the prior written consent of the other parties, except as may be
required by law or by the rules and regulations of any governmental authority or
securities exchange.
2.4. Further Assurances. The parties shall deliver any and all other
instruments or documents required to be delivered pursuant to, or necessary or
proper in order to give effect to, the provisions of this Agreement, including
without limitation, all necessary stock powers and such other instruments of
transfer as may be necessary or desirable to transfer ownership of the Shares to
Lido Capital and to consummate the transactions contemplated by this Agreement.
3. REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE SHAREHOLDERS AND
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AUGUST PROJECT.
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To further induce Lido Capital to enter into this Agreement and to
consummate the transactions contemplated hereby, August Project and the
Shareholders each hereby jointly and severally represent and warrant to and
covenant with Lido Capital as follows:
3.1. Organization and Qualification: Absence of Subsidiaries. August
Project is a corporation duly organized and validly existing and in good
standing under the laws of the State of Florida and in any other jurisdiction
where qualification is necessary or required and has the requisite power and
authority to own, lease and operate its properties and to carry on its business
as it is currently being conducted. August Project is in good standing in the
State of Florida.
3.2. Capitalization and Related Matters.
3.2.1. Shares; Capitalization. The authorized capital stock of
August Project consists solely of 50,000,000 shares of common stock, $0.001 par
value per share, of which 5,000,000 shares are issued and outstanding and none
are held in its treasury. All of the Shares are owned of record, legally and
beneficially by the Shareholders. The Shares are free and clear of any and all
security interests, encumbrances, and rights of any kind or nature whatsoever
(collectively, "Encumbrances"), and upon delivery of the Shares hereunder, Lido
Capital will acquire title thereto, free and clear of any and all Encumbrances.
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There exist no Securities Rights (as defined herein) with respect to the August
Project Common Stock. All rights and powers to vote the Shares are held
exclusively by the Shareholders. All of the August Project Common Stock is
validly issued, fully paid and nonassessable, was not issued in violation of the
terms of any agreement or other understanding, and was issued in compliance with
all applicable federal and state securities or "blue sky" laws and regulations.
The certificates representing the Shares to be delivered to Lido Capital at the
Closing are, and the signatures and endorsements thereof or stock powers
relating thereto will be, valid and genuine. For the purposes of this section,
"Securities Rights" means, with respect to the August Project Common Stock
(whether issued or unissued) or any other securities convertible into or
exchangeable for August Project Common Stock, and includes all written or
unwritten contractual rights relating to the issuance, sale, assignment,
transfer, purchase, redemption, conversion, exchange, registration or voting of
the August Project Common Stock and all rights conferred by August Project's
governing documents and by any applicable agreement.
3.2.2. Liabilities and Obligations. August Project has no debt,
obligation or liability, absolute, fixed, contingent or otherwise, of any nature
whatsoever, whether due or to become due, including any unasserted claim,
whether incurred directly or by any predecessor thereto, and whether arising out
of any act, omission, transaction, circumstance, state of facts or other
condition.
3.3. Articles of Incorporation and By-Laws. August Project has
heretofore made available to Lido Capital a complete and correct copy of the
Articles of Incorporation and the By-Laws of August Project. Such Articles of
Incorporation and By-Laws are in full force and effect.
3.4. Authority Relative to This Agreement. August Project and each
Shareholder has all necessary corporate power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated by this Agreement. Each Shareholder has full right
and capacity to enter into this Agreement and to carry out his obligations
hereunder. The execution and deliver of this Agreement by August Project and
each Shareholder, the performance by each such Shareholder of his obligations
hereunder and the consummation by August Project of the transactions
contemplated by this Agreement have been duly authorized by all necessary action
on the part of August Project or such Shareholders as are necessary to authorize
this Agreement or to consummate the transactions contemplated by this Agreement.
This Agreement has been duly and validly executed and delivered by August
Project and each Shareholder and constitutes the legal, valid and binding
obligations of August Project and each Shareholder, enforceable against August
Project and each Shareholder in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws of general application affecting the enforcement of
creditors' rights generally.
3.5. Financial Statements. True and complete copies of the audited
balance sheet of August Project for the fiscal period ended as of July 9, 1999
(the "Balance Sheet Date") and the related audited statements of income,
stockholders' equity and cash flows for the periods then ended, and the audited
balance sheets of August Project for the fiscal periods ended December 31, 1998
and December 31, 1997 and the related statements of operations, stockholders'
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equity and cash flows for the periods then ended, with all related notes and
schedules thereto, accompanied by the reports thereon by August Project's
accountants (collectively referred to herein as the "August Project Financial
Statements") have been delivered by August Project. The August Project Financial
Statements (i) were prepared in accordance with the books of account and other
financial records of August Project, (ii) present fairly the financial condition
and results of operations of August Project as of the dates thereof or for the
periods covered thereby, (iii) have been prepared in accordance with U.S. GAAP
(except as may be indicated in the notes thereto) applied on a basis consistent
with the past practices of August Project and (iv) include all adjustments
(consisting only of normal recurring accruals) that are necessary for a fair
presentation of the financial condition of August Project and the results of the
operations of August Project as of the dates thereof or for the periods covered
thereby.
3.6. Absence of Litigation. There is no legal or administrative
action or proceeding pending or, to the knowledge of August Project or the
individual Shareholders after reasonable investigation, threatened against
August Project or the Shares.
3.7. Taxes. August Project has (a) filed all federal, state, local
and foreign tax returns required to be filed by it prior to the date of this
Agreement (taking into account extensions), and (b) paid or accrued all Taxes.
For purposes of this Agreement, "Tax" or "Taxes" means any and all taxes, fees,
levies, duties, tariffs, imposts and other charges of any kind (together with
any and all interest, penalties, additions to tax and additional amounts imposed
with respect thereto) imposed by any government or taxing authority, including,
without limitation: taxes or other charges on or with respect to income,
franchises, windfall or other profits, gross receipts, property, sales, use,
capital stock, payroll, employment, social security, workers' compensation,
unemployment compensation, or net worth; taxes or other charges in the nature or
excise, withholding, ad valorem, stamp, transfer, value added or gains taxes,
license, registration and documentation fees, and custom duties, tariffs and
similar charges.
3.8. Execution; No Inconsistent Agreements; Etc.
3.8.1. This Agreement is a valid and binding agreement of
August Project and each Shareholder, enforceable against each of them in
accordance with its terms.
3.8.2. The execution and delivery of this Agreement by the
Shareholders and August Project does not, and the consummation of the
transactions contemplated hereby will not, constitute a breach or violation of
the charter or by-laws of August Project, or a default under any of the terms,
conditions or provisions of (or an act or omission that would give rise to any
right of termination, cancellation or acceleration under) any material note,
bond, mortgage, lease, indenture, agreement or obligation to which August
Project or any Shareholder is a party, pursuant to which August Project or any
Shareholder otherwise receives benefits, or to which any of the properties of
August Project or any Shareholder is subject.
3.9. Corporate Records. The statutory records, including the stock
register and minute books of August Project, fully reflect all issuances,
transfers and redemptions of their capital stock, correctly show and will
correctly show the total number of shares of its capital stock issued and
outstanding on the date hereof and on the Closing Date, the charter or other
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organizational documents and all amendments thereto, and their by-laws as
amended and currently in force.
3.10. Absence of Changes. Except as described in Schedule 3.10, from
the Balance Sheet Date to the date of this Agreement, there has been no adverse
change in the business, assets, liabilities, results of operations or financial
condition of August Project.
3.11. Contingencies. There are no actions, suits, claims or
proceedings pending, or, to the knowledge of August Project and each Shareholder
after reasonable investigation, threatened against, by or affecting August
Project in any court or before any arbitrator or governmental agency or which
could adversely affect the right or ability of August Project or the
Shareholders to consummate the transactions contemplated hereby. To the
knowledge of each Shareholder after reasonable investigation, there is no valid
basis upon which any such action, suit, claim, or proceeding may be commenced or
asserted against August Project. There are no unsatisfied judgments against
August Project and no consent decrees or similar agreements to which August
Project is subject.
3.12. Environmental Matters. Except as disclosed in Schedule 3.12:
(i) August Project is not in violation, in any material respect, of any
Environmental Law (as defined herein); and (ii) August Project is not liable or
responsible for any clean up, fines, liability or expense arising under any
Environmental Law, as a result of the disposal of Wastes or other materials in
or on the property of August Project (whether owned or leased), or in or on any
other property, including property no longer owned, leased or used by August
Project. As used herein, (a) "Environmental Laws" means, collectively, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, the Superfund Amendments and Reauthorization Act of 1986, the Resource
Conservation and Recovery Act, the Toxic Substances Control Act, as amended, the
Clean Air Act, as amended, the Clean Water Act, as amended, any other
"Superfund" or "Superlien" law or any other federal, or applicable state or
local statute, law, ordinance, code, rule, regulation, order or decree (foreign
or domestic) regulating, relating to, or imposing liability or standards of
conduct concerning, Wastes, or the environment; and (b) "Wastes" means and
includes any hazardous, toxic or dangerous waste, liquid, substance or material
(including petroleum products and derivatives), the generation, handling,
storage, disposal, treatment or emission of which is subject to any
Environmental Law.
3.13. Full Disclosure. No representation or warranty of August
Project or the Shareholders contained in this Agreement, and none of the
statements or information concerning August Project contained in this Agreement
and any Exhibits and Schedules hereto, contains or will contain any untrue
statement of a material fact nor will such representations, warranties,
covenants or statements taken as a whole omit a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
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4. REPRESENTATIONS AND WARRANTIES OF LIDO CAPITAL.
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To induce August Project and the Shareholders to enter into this Agreement
and to consummate the transactions contemplated hereby, Lido Capital represents
and warrants to and covenants with August Project and the Shareholders as
follows:
4.1. Organization. Lido Capital is a corporation duly organized,
validly existing and in good standing under the laws of _______________________.
4.2. Execution; No Inconsistent Agreements; Etc.
4.2.1. The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby have been or will be prior
to the Closing Date duly and validly authorized and approved by Lido Capital and
this Agreement is a valid and binding agreement of Lido Capital, enforceable
against Lido Capital in accordance with its terms, except as such enforcement
may be limited by bankruptcy or similar laws affecting the enforcement of
creditors' rights generally, and the availability of equitable remedies.
4.2.2. The execution and delivery of this Agreement by Lido
Capital does not, and the consummation of the transactions contemplated hereby
will not, constitute a breach or violation of the charter or by-laws of Lido
Capital, or a default under any of the terms, conditions or provisions of (or an
act or omission that would give rise to any right of termination, cancellation
or acceleration under) any material note, bond, mortgage, lease, indenture,
agreement or obligation to which Lido Capital or any of its subsidiaries is a
party, pursuant to which any of them otherwise receive benefits, or by which any
of their properties may be bound.
4.3. Contingencies. There are no actions, suits, claims or
proceedings pending or, to Lido Capital's knowledge, threatened, against, by or
affecting Lido Capital in any court or before any arbitrator or governmental
agency which could materially and adversely affect the right or ability of Lido
Capital to consummate the transactions contemplated hereby.
4.4. Full Disclosure. No representation or warranty of Lido Capital
contained in this Agreement, and none of the statements or information
concerning Lido Capital contained in this Agreement, contains or will contain
any untrue statement of a material fact nor will such representations,
warranties, covenants or statements taken as a whole omit a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
5. INDEMNIFICATION.
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5.1. Indemnification by Shareholders and August Project. Subject to
Section 5.3, the Shareholders and August Project (hereinafter collectively
called the "Indemnitor") shall jointly and severally defend, indemnify and hold
harmless Lido Capital, its direct and indirect parent corporations, subsidiaries
(including August Project after Closing) and affiliates, their officers,
directors, employees and agents (hereinafter collectively called "Indemnitees")
against and in respect of any and all loss, damage, liability, fine, penalty,
cost and expense, including reasonable attorneys' fees and amounts paid in
settlement (collectively, "Indemnified Losses"), suffered or incurred by any
Indemnitee by reason of, or arising out of:
(a) any misrepresentation, breach of warranty or breach or
non-fulfillment of any agreement of any Shareholder or August Project contained
in this Agreement or in any certificate, schedule, instrument or document
delivered to Lido Capital by or on behalf of the Shareholders or August Project
pursuant to the provisions of this Agreement (without regard to materiality
thresholds contained therein); and
(b) any liabilities of August Project of any nature whatsoever
(including tax liability, penalties and interest), whether accrued, absolute,
contingent or otherwise, not reflected or reserved against in full in the August
Project Financial Statements.
5.2. Indemnification by Lido Capital. Subject to Section 5.3, Lido Capital
(hereinafter called the "Indemnitor") shall defend, indemnify and hold harmless
each Shareholder and August Project (hereinafter called "Indemnitee") against
and in respect of any and all loss, damage, liability, cost and expense,
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including reasonable attorneys' fees and amounts paid in settlement
(collectively, "Indemnified Losses"), suffered or incurred by Indemnitee by
reason of or arising out of:
(a) any misrepresentation, breach of warranty or breach or
non-fulfillment of any material agreement of Lido Capital contained in this
Agreement or in any other certificate, schedule, instrument or document
delivered to the Shareholders by or on behalf of Lido Capital pursuant to the
provisions of this Agreement; and
(b) any liabilities of August Project of any nature
whatsoever (including tax liability, penalties and interest), whether accrued,
absolute, contingent or otherwise, arising from Lido Capital's ownership or
operation of August Project after Closing, but only so long as such liability is
not the result of an act or omission, of August Project, or any Shareholder
occurring prior to Closing.
5.3. Limitation on Indemnification. The aggregate liability of the
Shareholders after Closing for Indemnified Losses shall not exceed an amount
equal to the Purchase Price paid to the Shareholders. The aggregate liability of
Lido Capital after Closing for Indemnified Losses shall not exceed an amount
equal to the Purchase Price paid to the Shareholders.
6. MISCELLANEOUS.
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6.1. Notices.
6.1.1. All notices, requests, demands, or other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given upon delivery if delivered in person or if sent by Federal
Express (or similar recognized overnight courier service) to the parties at the
following addresses:
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(a) If to Shareholders:
to the addresses contained on the signatures page
of this Agreement
(b) If to Lido Capital:
Lido Capital Corp.
c/o Avid Sportswear & Golf Corp.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxxxxx
With a copy to:
Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxxxxxx & Xxxxxxxx LLP
000 X. Xxxxxxxx Xxxx.
Xxxxx 0000, Xxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
6.1.2. Notices may also be given in any other manner permitted
by law, effective upon actual receipt. Any party may change the address to which
notices, requests, demands or other communications to such party shall be
delivered or mailed by giving notice thereof to the other parties hereto in the
manner provided herein.
6.2. Survival. The representations, warranties, agreements and
indemnifications of the parties contained in this Agreement or in any writing
delivered pursuant to the provisions of this Agreement shall survive any
investigation heretofore or hereafter made by the parties and the consummation
of the transactions contemplated herein and shall continue in full force and
effect and survive after the Closing.
6.3. Counterparts; Interpretation. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, and all of
which shall constitute one instrument. This Agreement supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof, and this Agreement contains the sole and entire agreement among
the parties with respect to the matters covered hereby. All Schedules and
Exhibits hereto shall be deemed a part of this Agreement. This Agreement shall
not be altered or amended except by a written instrument signed by or on behalf
of all of the parties hereto. No ambiguity in any provision hereof shall be
construed against a party by reason of the fact it was drafted by such party or
its counsel. For purposes of this Agreement "herein," "hereby," "hereof,"
"hereunder," "herewith," "hereafter" and "hereinafter" and similar words refer
to this Agreement in its entirety, and not to any particular subsection or
paragraph. References to "including" means including without limiting the
generality of any description preceding such term. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer upon or give any
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person other than the parties hereto any rights or remedies under or by reason
of this Agreement.
6.4. Governing Law; Venue. The validity and effect of this Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Florida, without regard to principles of conflicts of laws thereof. Any
dispute, controversy or question of interpretation arising under, out of, in
connection with or in relation to this Agreement or any amendments hereof, or
any breach or default hereunder, shall be litigated in the appropriate state or
federal court in Miami-Dade County, Florida. Each of the parties hereby
irrevocably submits to the jurisdiction of any state or federal court located in
Miami-Dade County, Florida, and each party irrevocably waives any objections it
may have to such venue, including without limitation, an objection based on the
assertion that such venue constitutes an inconvenient forum.
6.5. Partial Invalidity and Severability. All rights and restrictions
contained herein may be exercised and shall be applicable and binding only to
the extent that they do not violate any applicable laws and are intended to be
limited to the extent necessary to render this Agreement legal, valid and
enforceable. If any terms of this Agreement not essential to the commercial
purpose of this Agreement shall be held to be illegal, invalid or unenforceable
by a court of competent jurisdiction, it is the intention of the parties that
the remaining terms hereof shall constitute their agreement with respect to the
subject matter hereof and all such remaining terms shall remain in full force
and effect. To the extent legally permissible, any illegal, invalid or
unenforceable provision of this Agreement shall be replaced by a valid provision
which will implement the commercial purpose of the illegal, invalid or
unenforceable provision.
6.6. Waiver. Any term or condition of this Agreement may be waived at any
time by the party which is entitled to the benefit thereof, but only if such
waiver is evidenced by a writing signed by such party. No failure on the part of
a party hereto to exercise, and no delay in exercising, any right, power or
remedy created hereunder, shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or remedy by any such party
preclude any other future exercise thereof or the exercise of any other right,
power or remedy. No waiver by any party hereto to any breach of or default in
any term or condition of this Agreement shall constitute a waiver of or assent
to any succeeding breach of or default in the same or any other term or
condition hereof.
6.7. Headings. The headings as to contents of particular paragraphs of
this Agreement are inserted for convenience only and shall not be construed as a
part of this Agreement or as a limitation on the scope of any terms or
provisions of this Agreement.
6.8. Expenses. Except as otherwise expressly provided herein, all legal
and other costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by Lido Capital or the
Shareholders as each party incurs such expenses, and none of such expenses shall
be charged to or paid by August Project.
6.9. Finder's Fees. Lido Capital represents to the Shareholders that no
broker, agent, finder or other party has been retained by it in connection with
the transactions contemplated hereby and that no other fee or commission has
been agreed by Lido Capital to be paid for or on account of the transactions
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contemplated hereby. Shareholders represent to Lido Capital that no broker,
agent, finder or other party has been retained by Shareholders or August Project
in `connection with the transactions contemplated hereby and that no other fee
or commission has been agreed by the Shareholders or August Project to be paid
for or on account of the transactions contemplated hereby.
6.10. Gender. Where the context requires, the use of the singular form
herein shall include the plural, the use of the plural shall include the
singular, and the use of any gender shall include any and all genders.
6.11. Acceptance by Fax. This Agreement shall be accepted, effective and
binding, for all purposes, when the parties shall have signed and transmitted to
each other, by telecopier or otherwise, copies of the signature pages hereto.
6.12. Attorneys' Fees. In the event of any litigation or other proceeding
arising out of or in connection with this Agreement, the prevailing party or
parties shall be entitled to recover its or their reasonable attorneys' fees and
court costs from the other party or parties.
6.13. NO JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement or caused this Stock Purchase Agreement to be duly executed by their
duly authorized officers as of the date first above written.
LIDO CAPITAL CORP.
By:______________________________
Name:____________________________
Title:___________________________
AUGUST PROJECT 1 CORP.
By:______________________________
Name:____________________________
Title:___________________________
SHAREHOLDERS:
_________________________________
XXXX X. XXXXXXX
Address:_________________________
_________________________________
_________________________________
_________________________________
XXXXXX XXXXX
Address:_________________________
_________________________________
_________________________________
