Exhibit 2.1
CHRONICLE COMMUNICATIONS, INC.
P.O. BOX 000 x 000 Xxxxx Xxxxxx XX
XXXXX, XXXXXXX 00000
Phone (000) 000-0000 Fax (000) 000-0000
xxx.xxxxxxxxxxxx.xxx
By telephone facsimile (000) 000-0000
January 4, 1999
Xxxxx Xxxxxx
c/x Xxxxxx Communications, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Xxxxx:
This letter sets forth the terms upon which Chronicle Communications, Inc., a
Georgia corporation ("Chronicle") whose common stock is publicly traded, will
acquire all of the issued and outstanding capital stock of Bartow
Communications, Inc., a Maryland corporation, ("BCI").
1. Xx. Xxxxxx is the majority stockholder of BCI and will deliver all of the
issued and outstanding common stock at closing. The purchase price to be paid
by Chronicle to Xx. Xxxxxx for all of the issued and outstanding capital stock
of BCI is (i) $2,000 in cash payable at the closing of the acquisition and (ii)
Chronicle common stock purchase options covering 410,000 shares of stock
exercisable at $.25 per share and good for five years from the date of closing,
subject to approval of board for each exercise thereof. The options will have
other normal and customary provisions, including adjustments for stock splits
and recapitalizations.
2. The acquisition agreement will provide that BCI will be operated as a
separate, wholly owned subsidiary of Chronicle for not less than one year and
thereafter can be combined with Chronicle or with another Chronicle subsidiary.
The acquisition agreement will provide that Chronicle will supply funding to
BCI in the amount of $200,000 delivered in two equal installments on January
31 and March 3, 1999, which funding will be used by BCI exclusively for the
payoff of BCI's creditors identified by the parties in an exhibit to the
acquisition agreement.
3. Xx. Xxxxxx will enter into a one-year employment agreement with Chronicle
and/or BCI which will provide a salary of $50,000 per year, bonuses determined
by the board based upon performance and, among other customary provisions, a
three year non compete provision. Chronicle or BCI will also provide, at its
expense consistent with the current practice of BCI, the same level of health
and/or dental insurance now provided by BCI to Xx. Xxxxxx and his family. Xx.
Xxxxxx will be employed as President of BCI and serve on its board of
directors. Xx. Xxxxxx will also be nominated as a director of Chronicle and
Chronicle's affiliated stockholders will agree to vote in favor of Xx. Xxxxxx'x
election.
4. From the date of acceptance of this letter to the closing, BCI will provide
Chronicle, its agents and representatives, with full access to their
facilities, books, records, employees, customers, creditors and all other
information necessary to perform a due diligence examination of BCI. Xx.
Xxxxxx and BCI will provide all material information regarding the business,
operations and prospects (financial and otherwise) about BCI and will not omit
any material information or information which is needed to make the information
provided not misleading. The results of the due diligence examination will be
to Chronicle's satisfaction.
5. Until after Chronicle's public announcement of the proposed merger, Xx.
Xxxxxx and BCI will maintain the existence of this letter of intent and the
acquisition agreement in strictest confidence and will not disclose it to or
discuss it with any person other than their personal professional advisors who
will likewise be required to maintain such information in strict confidence.
With Chronicle's prior approval, Xx. Xxxxxx will be permitted to discuss this
matter for purposes which benefit Chronicle. Any such disclosure not permitted
hereby or by specific prior approval would constitute the unauthorized
disclosure of insider information.
6. Between the date of this letter and the closing date, the business of BCI
will be operated consistently with its practices immediately prior to the date
of this letter.
7. The acquisition agreement will contain other ordinary and customary
provisions, representations and warranties for a contract of this nature. The
parties will proceed promptly in good faith to proceed and complete due
diligence and to prepare, execute and deliver a definitive acquisition
agreement. From the date of this letter until the date of closing, or earlier
in the event the parties determine in writing not to proceed with the
transaction, neither Xx. Xxxxxx nor BCI will make or receive offers
for the sale of BCI's capital stock, business or assets. This letter
of intent is intended to be a binding agreement, subject to Chronicle's
satisfaction with the points identified above.
If the foregoing provisions are acceptable to you, please approve in the space
provided below and return the enclosed copy of this letter to me.
Sincerely,
/s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
Chairman
Accepted and approved
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx, sole stockholder
Date: December 31, 1998
Exhibit 2.2
CHRONICLE COMMUNICATIONS INC.,
0000 0xx Xxxxxx
Xxxxx, Xxxxxxx 00000
000-000-0000 Fax 000-000-0000
March 9, 1999
Seminole Scrap Corporation
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxx, Xx 00000
This binding letter of intent sets forth the terms and conditions pursuant to
which Chronicle Communications, Inc., a Georgia corporation, ("Chronicle") will
purchase all of the common stock of Seminole Scrap Corporation, a Florida
corporation, ("SSC").
1) SSC will include in the purchase, for additional value, all business
combinations currently in negotiations. Chronicle Communications will be
included in the said negotiations with a first right of refusal if a binding
letter of intent is consummated.
2) The officers of the operating corporation will enter into a two year
employment and non-competition and confidentiality agreement with Chronicle and
the president of SSC will agree to serve on Chronicle's board of directors or
elect a qualified replacement for a period of two years.
3) Purchase price will be paid as follows:
$35,000,000 in $5 stated value voting convertible preferred shares of Chronicle
Communications. All preferences to be defined in the definitive agreement with
registration rights.
In the event additional combinations are included all relative rights and
privileges will be accorded on an equivalent basis.
4) An audit of SSC's financial statements for 1997 and 1998 must be completed
before signing the definitive Acquisition Agreement with the result that the
audited assets, liabilities and revenues and profits must be of a non-material
difference from the un-audited financial statements. If the variance is
considered material by Chronicle, Chronicle has the right to terminate this
letter of intent.
5) All litigation pending or threatened which encumbers or may encumber SSC
must be fully disclosed and agreed to be continued or resolved prior to closing
to the satisfaction of Chronicle Communications.
6) All agreements, leases and other contracts must be undisturbed by the sale
of stock.
7) Any compensation change of greater than 3% from acceptance hereof to
closing must be approved by Chronicle.
8) Between the date of this letter and the closing date, SSC business will be
operated consistent with its practice immediately prior to the date of this
letter.
9) All representations and warranties made by SSC in the Acquisition
Agreement will be true and correct when made and on the closing date.
10) Following the execution of the this letter, SSC and Chronicle will make
its books, records, operations and employees available for inspection and
interview by representatives and agents of Chronicle, subject to
confidentiality, for purposes of due diligence, the results of which must be to
mutual satisfaction.
11) Following the execution of this letter, SSC will disclose all material
information regarding its business, operations, condition and prospects
(financial and otherwise) and will not omit any information which is required
to make any information disclosed not misleading, subject to confidentiality,
such business, operations condition, and prospects must be to mutual
satisfaction. No additional common shares may be issued.
12) The Acquisition agreement will contain other ordinary and customary
provisions, representations and warranties for a contract of this nature.
13) The day of the signing of this letter of intent, Chronicle Communications,
Inc., will generate a mutually agreeable press release on the purchase for
release to the general public, and filing a report on Form 8-K to allow
Chronicle to meet SEC guidelines.
14) Each party will bear it's own costs incurred in connection with the
transaction.
The parties will proceed promptly in good faith to prepare, execute and deliver
a definitive Acquisition agreement. From the date of this letter until
the date of closing, or earlier in the event the parties determine in writing
not to proceed with the Acquisition, SSC will not make or receive offers for
the sale of SSC capital stock, business or assets. This letter of intent is
intended to be a binding agreement above and as provided in this paragraph.
Neither party will issue any public statement regarding the transaction
contemplated by this letter of intent without the prior written approval of the
other party.
If the foregoing provisions are acceptable to you, please approve in the space
provided below and return the enclosed copy of this letter to me.
Sincerely,
/s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
Chairman/CEO
Accepted and approved
Seminole Scrap Corporation
/s/ Xxxxxx X. Xxxxxxxxxx
By: Xxxxxx X. Xxxxxxxxxx
Xx. Vice President
Date: March 9, 1999
Exhibit 2.3
CHRONICLE COMMUNICATIONS INC.,
0000 0xx Xxxxxx
Xxxxx, Xxxxxxx 00000
000-000-0000 Fax 000-000-0000
March 1, 1999
Xxxxx Xxxxx
Frontline Consulting Services Inc.
0000 Xxxxxxx Xxxxx Xx.
Charlotte, NC 28262
This binding letter of intent sets forth the terms and conditions pursuant to
which Chronicle Communications, Inc., a Georgia corporation, ("Chronicle") will
purchase all of the stock of Frontline Consulting Services Inc., a North
Carolina corporation, ("FCS").
1) FCS will include in the purchase, for additional value, all business
combinations currently in negotiations. Chronicle Communications will be
included in the said negotiations with a first right of refusal if a binding
letter of intent is consummated.
2) All employees, officers, directors and employees, will enter into a two
year non-competition and confidentiality agreement with Chronicle. FCS's
president will serve on Chronicle's board of directors for a period of two
years. In the event a non - employee is selected as the board member the
members rights will be as stated in the company by-laws as amended. Certain
officers and employees of FCS will enter into a separate employment contract
with Chronicle.
3) Purchase price will be paid as follows:
$2,500,000 in restricted common stock in (CRNC) Chronicle, valued at $5.00 per
share.
4) An audit of FCS's financial statements for 1997 and 1998 must be completed
before signing the definitive Acquisition Agreement with the result that the
audited assets, liabilities and revenues and profits must be of a non-material
difference from the un-audited financial statements. If the variance is
considered material (10%+-) by Chronicle, Chronicle has the right to terminate
this letter of intent.
5) All litigation pending or threatened which encumbers or may encumber FCS
must be fully disclosed and agreed to be continued or resolved prior to closing
to the satisfaction of Chronicle Communications.
6) All agreements, leases and other contracts must be undisturbed by the sale
of stock.
7) Any compensation change of greater than 3% from acceptance hereof to
closing must be approved by Chronicle.
8) Between the date of this letter and the closing date, FCS business will be
operated consistent with its practice immediately prior to the date of this
letter.
9) All representations and warranties made by FCS in the Acquisition
Agreement will be true and correct when made and on the closing date.
10) Following the execution of the this letter, FCS will make its books,
records, operations and employees available for inspection and interview by
representatives and agents of Chronicle, subject to confidentiality, for
purposes of due diligence, the results of which must be to Chronicle's
satisfaction.
11) Following the execution of this letter, FCS will disclose all material
information regarding its business, operations, condition and prospects
(financial and otherwise) and will not omit any information which is required to
make any information disclosed not misleading, subject to confidentiality, such
business, operations condition, and prospects must be to Chronicle's
satisfaction.
12) Following the execution of this letter, Chronicle will disclose all
material information regarding its business, operations, condition and
prospects (financial and otherwise) and will not omit any information which
is required to make any information disclosed not misleading, subject to
confidentiality, such business, operations condition, and prospects must be
to Chronicle's satisfaction.
13) The Acquisition agreement will contain other ordinary and customary
provisions, representations and warranties for a contract of this nature.
14) Chronicle Communications, Inc., agrees to provide financing in an amount
no less than $800,000 through internal cash flows, capital raises, or lines of
credit specifically created for FCS. Further, Chronicle Communications agrees
to close this transaction on or before April 30, 1999, subject to completion
of the audit.
15) The day of the signing of this letter of intent, Chronicle Communications,
Inc., will generate a mutually agreeable press release on the purchase for
release to the general public, and filing a report on Form 8-K to allow
Chronicle to meet SEC guidelines.
16) Each party will bear it's own costs incurred in connection with this
transaction.
The parties will proceed promptly in good faith to prepare, execute and deliver
a definitive Acquisition agreement. From the date of this letter until the
date of closing, or earlier in the event the parties determine in writing
not to proceed with the Acquisition, FCS will not make or receive offers
for the sale of FCS capital stock, business or assets. This letter of intent
is intended to be a binding agreement for the terms above and as provided in
this paragraph. Neither party will issue any public statement regarding the
transaction contemplated by this letter of intent without the prior written
approval of the other party.
If the foregoing provisions are acceptable to you, please approve in the space
provided below and return the enclosed copy of this letter to me.
Sincerely,
/s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
Chairman/CEO
Accepted and approved
Frontline Consulting Services Inc.,
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx, President
Date: March 2, 1999
Exhibit 2.4
CHRONICLE COMMUNICATIONS INC.,
0000 0xx Xxxxxx
Xxxxx, Xxxxxxx 00000
000-000-0000 Fax 000-000-0000
February 26, 1999
Xxxxxx X. Xxxxx, Trustee
Florida Machine & Welding Inc.
0000 Xxxxxxx Xx.
Xxxxxx, Xxxxxxx 00000
This binding letter of intent sets forth the terms and conditions pursuant to
which Chronicle Communications, Inc., a Georgia corporation, ("Chronicle") will
purchase all of the stock of Florida Machine & Welding Inc., a Florida
corporation, ("FMW").
1) FMW will include in the purchase, for additional value, all business
combinations currently in negotiations. Chronicle Communications will be
included in the said negotiations with a first right of refusal if a binding
letter of intent is consummated.
2) Xx. Xxxxxxx, will enter into a five year non-competition and
confidentiality agreement with Chronicle and FMW and serve on Chronicle's board
of directors or elect a qualified replacement for a period of two years. In the
event a non - employee is selected as the board member the members rights will
be as stated in the company by-laws as amended.
3) Purchase price will be paid as follows:
$8,000,000 in $5 stated value voting convertible preferred shares of Chronicle
Communications. All preferences to be defined in the definitive agreement with
registration rights.
In the event additional combinations are included all relative rights and
privileges will be accorded on an equivalent basis.
NOTE: Chronicle agrees to pay Xxx Xxxxxx 40,000 registered shares at the time
of the signing of this binding letter of intent.
4) An audit of FMW's financial statements for 1997 and 1998 must be completed
before signing the definitive Acquisition Agreement with the result that the
audited assets, liabilities and revenues and profits must be of a non-material
difference from the un-audited financial statements. If the variance is
considered material by Chronicle, Chronicle has the right to terminate this
letter of intent.
5) All litigation pending or threatened which encumbers or may encumber FMW
must be fully disclosed and agreed to be continued or resolved prior to closing
to the satisfaction of Chronicle Communications.
6) All agreements, leases and other contracts must be undisturbed by the sale
of stock.
7) Any compensation change of greater than 3% from acceptance hereof to
closing must be approved by Chronicle.
8) Between the date of this letter and the closing date, FMW business will be
operated consistent with its practice immediately prior to the date of this
letter.
9) All representations and warranties made by FMW in the Acquisition
Agreement will be true and correct when made and on the closing date.
10) Following the execution of the this letter, FMW will make its books,
records, operations and employees available for inspection and interview by
representatives and agents of Chronicle, subject to confidentiality, for
purposes of due diligence, the results of which must be to Chronicle's
satisfaction.
11) Following the execution of this letter, FMW will disclose all material
information regarding its business, operations, condition and prospects
(financial and otherwise) and will not omit any information which is required
to make any information disclosed not misleading, subject to confidentiality,
such business, operations condition, and prospects must be to Chronicle's
satisfaction.
12) The Acquisition agreement will contain other ordinary and customary
provisions, representations and warranties for a contract of this nature.
13) Chronicle Communications, Inc., agrees to provide financing in an amount
no less than $350,000 and no greater than $500,000 within 5 days of signing
this letter of intent. Further, Chronicle Communications agrees to close this
transaction on or before April 30, 1999, subject to completion of the audit.
14) The day of the signing of this letter of intent, Chronicle Communications,
Inc., will generate a mutually agreeable press release on the purchase for
release to the general public, and filing a report on Form 8-K to allow
Chronicle to meet SEC guidelines.
15) Each party will bear it's own costs incurred in connection with the
transaction.
The parties will proceed promptly in good faith to prepare, execute and deliver
a definitive Acquisition agreement. From the date of this letter until the
date of closing, or earlier in the event the parties determine in writing not
to proceed with the Acquisition, FMW will not make or receive offers for the
sale of FMW capital stock, business or assets. This letter of intent is
intended to be a binding agreement above and as provided in this paragraph.
Neither party will issue any public statement regarding the transaction
contemplated by this letter of intent without the prior written approval of
the other party.
If the foregoing provisions are acceptable to you, please approve in the space
provided below and return the enclosed copy of this letter to me.
Sincerely,
/s/ Xxxx X.Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
Chairman/CEO
Accepted and approved
FMW, Inc.
/s/ Xxxxxx X. Xxxxx, Trustee
Xxxxxx X. Xxxxx, Trustee
Sole stockholder of FMW, Inc.
Date: March 2, 1999
