Exhibit 2.1
STOCK ACQUISITION AGREEMENT
for
51% of the outstanding and issuable
Common Stock of HOM Corporation
This Agreement dated December 12, 2002 by and between MA&N LLC ("MA&N") and
HOM Corporation ("HOM").
WITNESSETH:
WHEREAS, MA&N is desirous of acquiring from HOM 4,647,626 shares ("Purchase
Shares") of HOM's common stock ("Common"), the Purchased Shares constituting 51%
of the outstanding and issuable shares of Common immediately following such
purchase.
WHEREAS, HOM is willing to sell the Purchase Shares to MA&N for the
consideration herein specified;
NOW, THEREFORE, in consideration of these premises, MA&N and HOM hereby
agree as follows:
1. MA&N hereby purchases the Purchase Shares from HOM. HOM represents that
the Purchase Shares represent 51% of the 8,685,164 outstanding plus 427,828
issuable, or a total of 9,112,992, shares of Common following such acquisition.
The previous shareholders of HOM would hold 4,037,538 shares of Common; five
year incentive stock options exercisable at $0.01 a share to purchase 294,341
shares of Common issuable to Xxxxxx X. Xxxxxx in lieu of $54,000 of 2001
compensation from HOM and $18,000 in loans to HOM with an adjustment in lieu of
interest thereon to December 9, 2002 of $1,585.31, for a total of $73,585.31;
and 133,487 shares of Common issuable to Xxxxx X. Xxxxx in lieu of indebtedness
of HOM to him of $29,584 with an adjustment in lieu of interest thereon to
December 9, 2002 of $2,969.11 and a further equitable adjustment of $818.63, or
a total of $33,371.74, for a total of 4,465,366 shares of Common representing
49% of the total outstanding and issuable Common; and MA&N would hold the
4,647,626 Purchase Shares. Other than such 427,828 issuable shares of Common,
HOM represents and warrants that there are no agreements or understandings for
the issuance of any Common or other equity securities of HOM or of any
securities or other instruments convertible into or exercisable for Common or
other equity securities of HOM.
2. The Board of Directors of HOM will consist of five members, two of whom
will be the present directors of XXX, Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx
("Present Directors"), and three of whom will be the individuals listed in
Exhibit A hereto. HOM will cause the Present Directors to forthwith take all
necessary action to add such three individuals to the Board of Directors of HOM.
HOM represents and warrants that there are no agreements or understandings
relating to the employment or compensation of any director or officer of HOM or
any of its subsidiaries currently or in view of future circumstances. MA&N will
cause the Purchase Shares to be voted for the Present Directors as directors of
HOM and otherwise take action to cause the Present Directors to continue as
directors of HOM for at least one year from the date hereof. All officers and
directors of HOM and its subsidiaries will tender their resignation from such
positions, subject as to the obligations of MA&N with respect to Present
Directors as set forth in the preceding sentence, provided, however, MA&N may
cause the removal of either of the Present Directors at any time for cause. MA&N
will cause HOM to obtain appropriate Directors and Officers Liability Insurance
covering the directors and officers of HOM as promptly as practicable.
3. This Agreement and the rights and obligations hereunder are not
assignable by either party hereto, except that MA&N may assign all or any
portion of its obligations, subject to the assumption of all or a correlative
portion of its obligations, to persons controlling, or to entities under common
control with, MA&N.
4. In consideration of the issuance of the Purchase Shares, MA&N will cause
the considerations specified in Exhibit A hereto to be given to HOM.
5. Exhibit B hereto lists all accounts payable and indebtedness of HOM and
its subsidiaries as of the date hereof including legal fees incurred and
expenses posted through December 9, 2002. HOM represents and warrants to MA&N
that such listing of accounts payable and indebtedness is thorough, complete,
true and accurate to the best of HOM's knowledge. Unposted payables of HOM and
its subsidiaries as of December 9, 2002 do not exceed $10,000 in the aggregate.
6. HOM will cause all information received by its directors, officers,
employees, consultants, agents and other advisors in connection with the
transactions contemplated herein to be kept confidential unless it otherwise
becomes public without fault of such persons, is required to be disclosed
pursuant to applicable law or regulation or is disclosed with the consent of HOM
after the three new directors of HOM listed in Exhibit A join the Board of
Directors. The parties understand that HOM will promptly issue a press release
describing this Agreement and make an appropriate filing with the Securities and
Exchange Commission on Form 8-K as to the transactions contemplated herein.
Executed by the parties hereto as of the date first above stated.
HOM Corporation
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chairman
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MA&N LLC
By: /s/ Xxxx Xxxxxxx
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Its: Managing Member
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Exhibit A
to the
Agreement ("Agreement") dated December 12, 2002
by and between MA&N LLC and HOM Corporation
Directors
The three additional directors of HOM are Xxxx X. Xxxxxxx, Xxxxxx Xxxxx
Xxxxxxx and Xxx Xxxxxxx.
Consideration
The following constitutes the consideration for the acquisition by MA&N of
the Purchase Shares from HOM. Terms defined in the Agreement have the same
meaning herein.
1. All rights relating to the provision of ISP wireless service from not
less than five nodes, including effective lease or other authorization to use
the locations involved and all necessary equipment.
2. Consultation with HOM for at least two years on financial and management
matters with a view to materially enhancing HOM's performance.
3. Arranging for personnel who can effect the management of HOM.
4. Causing HOM to proceed with the contemplated business plan of acquiring
additional entities or business operations in the ISP wireless business.
5. Funding of current payment of accounting and legal fees to enable
upcoming filings with the U.S. Securities and Exchange Commission to be made on
Form 8-K with respect to this transaction and other relevant transaction and on
Form 10-K with respect to HOM's fiscal year ended September 30, 2002 (which will
include currently outstanding accounting fees), estimated to be in the range of
$75,000 - $100,000. It is MA&N's current intent to file these forms within the
time periods prescribed by law and regulations.
