AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT (the "Plan") effective as of the 5th day of June,
1998, between Seafoods Plus, Ltd., a Utah corporation ("Seafoods"); Xxxxxx
Services, Inc., a Utah corporation ("Xxxxxx Services"), Xxxxx X. Xxxxxx and
Xxxxxxx X. Xxxxxx, principal stockholders of Seafoods and Xxxxxx Services
(collectively referred to herein as "Xxxxxx"); Cadapult Graphic Systems, Inc.,
a New Jersey corporation ("Cadapult"); and all of the stockholders of Cadapult
(the "Cadapult Stockholders");
W I T N E S S E T H :
Seafoods wishes to acquire and the Cadapult Stockholders wish to
exchange all of the outstanding common stock of Cadapult for common stock of
Seafoods in a transaction qualifying as a tax-free exchange pursuant to
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended; and
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, IT IS AGREED:
Section 1
Exchange of Stock
1.1 Number of Shares. The Cadapult Stockholders agree to
transfer to Seafoods at the closing (the "Closing") 100% of the outstanding
securities of Cadapult, which are listed in Exhibit A hereof attached hereto
and incorporated herein by reference (the "Cadapult Shares"), in exchange for
1,650,000 shares of the one mill ($0.001) par value "unregistered" and
"restricted" common voting stock of Seafoods.
1.2 Delivery of Certificates by Cadapult Stockholders. The
transfer of the Cadapult Shares by the Cadapult Stockholders shall be effected
by the delivery to Seafoods at the Closing of stock certificates representing
the transferred shares duly endorsed in blank or accompanied by stock powers
executed in blank, with all signatures witnessed or guaranteed to the
satisfaction of Seafoods and with all necessary transfer taxes and other
revenue stamps affixed and acquired at the Cadapult Stockholders' expense.
1.3 Further Assurances. At the Closing and from time to time
thereafter, the Cadapult Stockholders shall execute such additional
instruments and take such other action as Seafoods may request in order to
exchange and transfer clear title and ownership in the Cadapult Shares to
Seafoods.
1.4 Resignation of Present Directors and Executive Officers and
Designation of New Directors and Executive Officers. On Closing, the present
directors and executive officers of Seafoods, Xxxxxxxx X. Xxxxxxxx, Xxxxx
Xxxxxxx and Xxxxx Xxxxxxx, shall resign, in seriatim, and designate the
directors and executive officers nominated by Cadapult to serve in their place
and stead, until the next respective annual meetings of the stockholders and
Board of Directors of Seafoods, and until their respective successors shall be
elected and qualified or until their respective prior resignations or
terminations.
1.5 Name Change. As soon as practicable following the Closing,
the Certificate of Incorporation of Seafoods shall be amended to change the
name of Seafoods to "Cadapult Graphic Systems, Inc." There shall be no other
shares, options, warrants or rights of any kind to Seafoods shares outstanding
prior to closing.
1.6 Change of Domicile. Seafoods shall change its domicile to
New Jersey or Delaware, as selected by Cadapult and the Cadapult Stockholders,
subject, however, to the approval of persons owning the required number of
shares of the outstanding voting securities of Seafoods in accordance with the
Utah Revised Business Corporation Act.
1.7 Assets and Liabilities of Seafoods at Closing. Seafoods
shall have no material assets and no liabilities at Closing, and Xxxxxx shall
indemnify and hold Cadapult and the Cadapult Stockholders harmless from any
past liabilities that may be discovered. A Letter of Indemnification is
attached hereto as Exhibit B and incorporated herein by reference.
Section 2
Closing
The Closing contemplated by Section 1.1 shall be held at the
offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx, 000 0xx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, on or before June 18, 1998, unless another place or
time is agreed upon in writing by the parties. The Closing may be
accomplished by wire, express mail or other courier service, conference
telephone communications or as otherwise agreed by the respective parties or
their duly authorized representatives.
Section 3
Representations and Warranties of Seafoods and Xxxxxx
Seafoods and Xxxxxx represent and warrant to, and covenant with,
the Cadapult Stockholders and Cadapult as follows:
3.1 Corporate Status. Seafoods is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah and
is licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary (Utah only.) Seafoods is a publicly
held company, having previously and lawfully offered and sold a portion of its
securities in accordance with applicable federal and state securities laws,
rules and regulations. Seafoods is a "reporting issuer," as that term is
defined under the Securities Exchange Act of 1934 (the "1934 Act"), as
amended, and the rules and regulations promulgated thereunder by the
Securities and Exchange Commission; Seafoods is "current" in the filing of all
reports required to be filed by it under the 1934 Act; and such reports are
true and correct in every material respect. There is presently no public
market for these or any other securities of Seafoods; however, its common
stock is listed on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD") under the symbol "SEUS."
3.2 Capitalization. The authorized capital stock of Seafoods
consists of 50,000,000 shares of one mill ($0.001) par value common voting
stock, of which 637,500 shares are issued and outstanding, all fully paid and
non-assessable. There are no outstanding options, warrants or calls pursuant
to which any person has the right to purchase any authorized and unissued
common stock of Seafoods.
3.3 Financial Statements. The financial statements of Seafoods
furnished to the Cadapult Stockholders and Cadapult, consisting of audited
financial statements for the periods ended December 31, 1997 and 1996,
attached hereto as Exhibit C and incorporated herein by reference, and
unaudited financial statements for the period ended March 31, 1998, attached
hereto as Exhibit C-1 and incorporated herein by reference, are correct and
fairly present the financial condition of Seafoods at such dates and for the
periods involved; such statements were prepared in accordance with generally
accepted accounting principles consistently applied, and no material change
has occurred in the matters disclosed therein, except as indicated in Exhibit
D, which is attached hereto and incorporated herein by reference. Such
financial statements do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made,
in light of the circumstances under which they were made, not misleading.
Seafoods has had no operations, as shown therein, and, as of this date has,
and as of the date of closing shall have, no debts or other obligations,
including, but not limited to, taxes, transfer agent fees, attorney's fees,
accounting fees, rent, wages, printing or mailing costs, insurance or any
other claims or liabilities, whether disclosed or undisclosed.
3.4 Undisclosed Liabilities. Seafoods has no liabilities of any
nature. None are reflected or reserved against in its balance sheets, whether
accrued, absolute, contingent or otherwise, including, without limitation, tax
liabilities and interest due or to become due. Xxxxxx shall indemnify and
hold Seafoods, the Cadapult Stockholders and Cadapult harmless from and
against such liabilities in accordance with Exhibit B hereto.
3.5 Interim Changes. Since the date of its balance sheets,
there have been no (1) changes in financial condition, assets, liabilities or
business of Seafoods; (2) damages, destruction or losses of or to property of
Seafoods, payments of any dividend or other distribution in respect of any
class of stock of Seafoods, or any direct or indirect redemption, purchase or
other acquisition of any class of any such stock; or (3) obligations of any
kind incurred as to anyone, including, but not limited to compensation,
retirement benefits or other commitments to employees.
3.6 Title to Property. Seafoods has good and marketable title
to all properties and assets, real and personal, reflected in its balance
sheets, and the properties and assets of Seafoods are subject to no mortgage,
pledge, lien or encumbrance, and no default exists.
3.7 Litigation. There is no litigation or proceeding pending,
or to the knowledge of Seafoods, threatened, against or relating to Seafoods,
its properties or business. Further, no officer, director or person who may
be deemed to be an affiliate of Seafoods is party to any material legal
proceeding which could have an adverse affect on Seafoods (financial or
otherwise), and none is party to any action or proceeding wherein any has an
interest adverse to Seafoods.
3.8 Books and Records. From the date of this Plan to the
Closing, Seafoods will (1) give to the Cadapult Stockholders and Cadapult or
their respective representatives full access during normal business hours to
all of its offices, books, records, contracts and other corporate documents
and properties so that the Cadapult Stockholders and Cadapult or their
respective representatives may inspect and audit them; and (2) furnish such
information concerning the properties and affairs of Seafoods as the Cadapult
Stockholders and Cadapult or their respective representatives may reasonably
request.
3.9 Tax Returns. Seafoods has filed all federal and state
income or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there
is no Closing), Seafoods and its representatives will keep confidential any
information which they obtain from the Cadapult Stockholders or from Cadapult
concerning the properties, assets and business of Cadapult. If the
transactions contemplated by this Plan are not consummated by June 15, 1998,
Seafoods will return to Cadapult all written matter with respect to Cadapult
obtained by Seafoods in connection with the negotiation or consummation of
this Plan.
3.11 Investment Intent. Seafoods is acquiring the Cadapult
Shares to be transferred to it under this Plan for investment and not with a
view to the sale or distribution thereof, and Seafoods has no commitment or
present intention to liquidate Cadapult or to sell or otherwise dispose of the
Cadapult Shares.
3.12 Corporate Authority. Seafoods has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder
and will deliver to the Cadapult Stockholders and Cadapult or their respective
representatives at the Closing a certified copy of resolutions of its Board of
Directors authorizing execution of this Plan by its officers and performance
thereunder, and the sole director adopting and delivering such resolutions is
the duly elected and incumbent director of Seafoods.
3.13 Due Authorization. Execution of this Plan and performance
by Seafoods hereunder have been duly authorized by all requisite corporate
action on the part of Seafoods, and this Plan constitutes a valid and binding
obligation of Seafoods and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Seafoods.
3.14 Environmental Matters. Seafoods has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of Seafoods. In
addition, to the best knowledge of Seafoods, there are no substances or
conditions which may support a claim or cause of action against Seafoods or
any of its current or former officers, directors, agents or employees, whether
by a governmental agency or body, private party or individual, under any
Hazardous Materials Regulations. "Hazardous Materials" means any oil or
petrochemical products, PCB's, asbestos, urea formaldehyde, flammable
explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic
substances or related materials, including, without limitation, any substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," or "toxic substances" under any applicable
federal or state laws or regulations. "Hazardous Materials Regulations" means
any regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.15 Access to Information Regarding Cadapult. Seafoods
acknowledges that it has been delivered copies of documents Seafoods has
requested from Cadapult, which Cadapult believes to be sufficient material
information respecting Cadapult and its present and contemplated business
operations, potential acquisitions, management and other factors; Seafoods
further acknowledges that it has had a reasonable opportunity to review such
documentation and discuss it, to the extent desired, with its legal counsel,
directors and executive officers; that it has had, to the extent desired, the
opportunity to ask questions of and receive responses from the directors and
executive officers of Cadapult, and with the legal and accounting firms of
Cadapult, with respect to such documentation; and that to the extent
requested, all questions raised have been answered and documents requested
have been provided to Seafoods to its complete satisfaction.
Section 4
Representations, Warranties and Covenants of Cadapult
Cadapult represents and warrants to, and covenants with, Seafoods
as follows:
4.1 Cadapult Shares. The Cadapult Stockholders are the record
and beneficial owners of all of the Cadapult Shares listed in Exhibit A, free
and clear of adverse claims of third parties; and Exhibit A correctly sets
forth the names, addresses and the number of Cadapult Shares owned by the
Cadapult Stockholders.
4.2 Corporate Status. Cadapult is a corporation duly organized,
validly existing and in good standing under the laws of the State of New
Jersey and is licensed or qualified as a foreign corporation in all states in
which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary.
4.3 Capitalization. The authorized capital stock of Cadapult
consists of 2,500 shares of common voting stock, no par value, of which
319.6748 shares are issued and outstanding, all fully paid and non-assessable.
There are no outstanding options, warrants or calls pursuant to which any
person has the right to purchase any authorized and unissued capital stock of
Cadapult.
4.4 Financial Statements. The financial statements of Cadapult
furnished to Seafoods, consisting of unaudited financial statements for the
periods ended April 30, 1997 and 1996, attached hereto as Exhibit E, and
incorporated herein by reference, are correct and fairly present the financial
condition of Cadapult as of these dates and for the periods involved, and such
statements were prepared in accordance with generally accepted accounting
principles consistently applied. To the best of Cadapult's knowledge, these
financial statements do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made,
in light of the circumstances under which they were made, not misleading.
4.5 Undisclosed Liabilities. Cadapult knows of no material
liabilities of any nature except to the extent reflected or reserved against
in the balance sheets, whether accrued, absolute, contingent or otherwise,
including, without limitation, tax liabilities and interest due or to become
due, except as set forth in Exhibit F attached hereto and incorporated herein
by reference.
4.6 Interim Changes. To the best of Cadapult's knowledge,
except for expected changes previously communicated to Seafoods due to
negatively affect Cadapult's recent fiscal quarter, since the date of these
balance sheets, except as set forth in Exhibit F, there have been no (1)
changes in the financial condition, assets, liabilities or business of
Cadapult, in the aggregate, have been materially adverse; (2) damages,
destruction or loss of or to the property of Cadapult, payment of any dividend
or other distribution in respect of the capital stock of Cadapult, or any
direct or indirect redemption, purchase or other acquisition of any such
stock; or (3) increases paid or agreed to in the compensation, retirement
benefits or other commitments to its employees.
4.7 Title to Property. Cadapult has good and marketable title
to all properties and assets, real and personal, proprietary or otherwise,
reflected in these balance sheets, and the properties and assets of Cadapult
are subject to no mortgage, pledge, lien or encumbrance, except as reflected
in the balance sheet or in Exhibit F, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending,
or to the knowledge of Cadapult, threatened, against or relating to Cadapult
or its properties or business, except as set forth in Exhibit F. Further, no
officer, director or person who may be deemed to be an affiliate of Cadapult
is party to any material legal proceeding which could have an adverse effect
on Cadapult (financial or otherwise), and none is party to any action or
proceeding wherein any has an interest adverse to Cadapult.
4.9 Books and Records. From the date of this Plan to the
Closing, Cadapult will (1) give to Seafoods and its representatives full
access during normal business hours to all of its offices, books, records,
contracts and other corporate documents and properties so that Seafoods may
inspect and audit them; and (2) furnish such information concerning the
properties and affairs of Cadapult as Seafoods may reasonably request.
4.10 Tax Returns. Cadapult has filed all federal and state
income or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if
there is no Closing), Cadapult, the Cadapult Stockholders and their
representatives will keep confidential any information which they obtain from
Seafoods concerning its properties, assets and business. If the transactions
contemplated by this Plan are not consummated by June 15, 1998, Cadapult and
the Cadapult Stockholders will return to Seafoods all written matter with
respect to Seafoods obtained by them in connection with the negotiation or
consummation of this Plan.
4.12 Investment Intent. The Cadapult Stockholders are acquiring
the shares to be exchanged and delivered to them under this Plan for
investment and not with a view to the sale or distribution thereof, and the
Cadapult Stockholders have no commitment or present intention to liquidate the
Company or to sell or otherwise dispose of the Seafoods shares. The Cadapult
Stockholders shall execute and deliver to Seafoods on the Closing an
Investment Letter attached hereto as Exhibit G and incorporated herein by
reference, acknowledging the "unregistered" and "restricted" nature of the
shares of Seafoods being received under the Plan in exchange for the Cadapult
Shares, and receipt of certain material information regarding Seafoods.
4.13 Corporate Authority. Cadapult has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder
and will deliver to Seafoods or its representative at the Closing a certified
copy of resolutions of its Board of Directors authorizing execution of this
Plan by its officers and performance thereunder.
4.14 Due Authorization. Execution of this Plan and performance
by Cadapult hereunder have been duly authorized by all requisite corporate
action on the part of Cadapult, and this Plan constitutes a valid and binding
obligation of Cadapult and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Cadapult.
4.15 Environmental Matters. Cadapult has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of Cadapult or its
predecessors. In addition, to the best knowledge of Cadapult, there are no
substances or conditions which may support a claim or cause of action against
Cadapult or any of its current or former officers, directors, agents,
employees or predecessors, whether by a governmental agency or body, private
party or individual, under any Hazardous Materials Regulations. "Hazardous
Materials" means any oil or petrochemical products, PCB's, asbestos, urea
formaldehyde, flammable explosives, radioactive materials, solid or hazardous
wastes, chemicals, toxic substances or related materials, including, without
limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act and the Federal Water Pollution Control Act.
4.16 Access to Information Regarding Seafoods. Cadapult and the
Cadapult Stockholders acknowledge that they have been delivered copies of what
has been represented to be documentation containing all material information
respecting Seafoods and its present and contemplated business operations,
potential acquisitions, management and other factors; that they have had a
reasonable opportunity to review such documentation and discuss it, to the
extent desired, with their legal counsel, directors and executive officers;
that they have had, to the extent desired, the opportunity to ask questions of
and receive responses from the directors and executive officers of Seafoods,
and with the legal and accounting firms of Seafoods, with respect to such
documentation; and that to the extent requested, all questions raised have
been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of Cadapult and the Cadapult Stockholders
All obligations of Cadapult and the Cadapult Stockholders under
this Plan are subject, at their option, to the fulfillment, before or at the
Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of Seafoods and Xxxxxx contained in this Plan
shall be deemed to have been made again at and as of the Closing and shall
then be true in all material respects and shall survive the Closing.
5.2 Due Performance. Seafoods and Xxxxxx shall have performed
and complied with all of the terms and conditions required by this Plan to be
performed or complied with by it before the Closing.
5.3 Officers' and Xxxxxx'x Certificate. Cadapult and the
Cadapult Stockholders shall have been furnished with a certificate signed by
the President of Seafoods and Xxxxxx, attached hereto as Exhibit H and
incorporated herein by reference, dated as of the Closing, certifying (1) that
all representations and warranties of Seafoods and Xxxxxx contained herein are
true and correct; and (2) that since the date of the financial statements
(Exhibits C and C-1 hereto), there has been no material adverse change in the
financial condition, business or properties of Seafoods, taken as a whole.
5.4 Opinion of Counsel of Seafoods. Cadapult and the Cadapult
Stockholders shall have received an opinion of counsel for Seafoods, dated as
of the Closing, to the effect that (1) the representations of Sections 3.1,
3.2 and 3.12 are correct; (2) except as specified in the opinion, counsel
knows of no inaccuracy in the representations in 3.5, 3.6 or 3.7; and (3) the
shares of Seafoods to be issued to the Cadapult Stockholders under this Plan
will, when so issued, be validly issued, fully paid and non-assessable.
5.5 Assets and Liabilities of Seafoods. Seafoods shall have no
material assets and no liabilities at Closing, and all costs, expenses and
fees incident to the Plan shall have been paid, and Xxxxxx shall have executed
and delivered Exhibit B hereto in favor of Seafoods, Cadapult and the Cadapult
Stockholders.
5.6 Resignation of Directors and Executive Officers and
Designation of New Directors and Executive Officers. The present directors
and executive officers of Seafoods shall resign, and shall have designated
nominees of Cadapult as directors and executive officers of Seafoods to serve
in their place and stead, until the next respective annual meetings of the
stockholders and Board of Directors of Seafoods, and until their respective
successors shall be elected and qualified or until their respective prior
resignations or terminations.
5.7 Reverse Split and Name Change of Seafoods. The requirements
of Section 1.5 hereof shall have been fully satisfied at Closing.
5.8 Change of Domicile. Seafoods shall change its domicile
from the State of Utah to such state as selected by Cadapult and the Cadapult
Stockholders.
Section 6
Conditions Precedent to Obligations of Seafoods
All obligations of Seafoods under this Plan are subject, at its
option, to the fulfillment, before or at the Closing, of each of the following
conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of Cadapult and the Cadapult Stockholders
contained in this Plan shall be deemed to have been made again at and as of
the Closing and shall then be true in all material respects and shall survive
the Closing.
6.2 Due Performance. Cadapult and the Cadapult Stockholders
shall have performed and complied with all of the terms and conditions
required by this Plan to be performed or complied with by them before the
Closing.
6.3 Officers' and Stockholders' Certificate. Seafoods shall
have been furnished with a certificate signed by the President of Cadapult,
attached hereto as Exhibit I and incorporated herein by reference, dated as of
the Closing, certifying (1) that all representations and warranties of
Cadapult and the Cadapult Stockholders contained herein are true and correct;
and (2) that since the date of the financial statements (Exhibits D and D-1),
there has been no material adverse change in the financial condition, business
or properties of Cadapult, taken as a whole.
6.4 Opinion of Counsel of Cadapult. Seafoods shall have
received an opinion of counsel for Cadapult, dated as of the Closing, to the
effect that (1) the representations of Sections 4.2, 4.3 and 4.13 are correct;
(2) except as specified in the opinion, counsel knows of no inaccuracy in the
representations in 4.7 or 4.8; (3) the Cadapult Shares to be delivered to
Seafoods under this Plan will, when so delivered, have been validly issued,
fully paid and non-assessable.
6.5 Books and Records. The Cadapult Stockholders or the Board
of Directors of Cadapult shall have caused Cadapult to make available all
books and records of Cadapult, including minute books and stock transfer
records; provided, however, only to the extent requested in writing by
Seafoods at Closing.
6.6 Acceptance by Cadapult Stockholders. The terms of this Plan
shall have been accepted by the Cadapult Stockholders by execution and
delivery of a copy of the Plan and related instruments.
Section 7
Termination
Prior to Closing, this Plan may be terminated (1) by mutual
consent in writing; (2) by either the sole director of Seafoods or Cadapult
and the Cadapult Stockholders if there has been a material misrepresentation
or material breach of any warranty or covenant by the other party; or (3) by
either the directors of Seafoods or Cadapult and the Cadapult Stockholders if
the Closing shall not have taken place, unless adjourned to a later date by
mutual consent in writing, by the date fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Plan.
8.2 Waiver. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for it in connection with this
Plan, and Seafoods and Xxxxxx agree to indemnify and hold harmless Cadapult
and the Cadapult Stockholders against any fee, loss or expense arising out of
claims by brokers or finders employed or alleged to have been employed by
Seafoods and/or Xxxxxx.
8.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Seafoods: 0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Xxxxxx: 0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Cadapult: 000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
With a copy to: Xxx Xxxxxxx, Esq., Counsel
Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Cadapult To the Address listed in Exhibit A
Stockholders:
8.5 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
8.6 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
8.7 Governing Law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of New York, except to
the extent pre-empted by federal law, in which event (and to that extent
only), federal law shall govern.
8.8 Assignment. This Plan shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided
however, that any assignment by any party of its rights under this Plan
without the prior written consent of the other parties shall be void.
8.9 Counterparts. This Plan may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Reorganization effective the day and year first above written.
SEAFOODS PLUS, LTD.
Date: 6-9-98. By /s/ Xxxxxxxx X. Xxxxxxxx
------- ------------------------
Xxxxxxxx X. Xxxxxxxx, President
XXXXXX SERVICES, INC.
Date: 6-9-98. By /s/ Xxxxx X. Xxxxxx
------- -------------------
Xxxxx X. Xxxxxx, President
Date: 6-9-98. /s/ Xxxxx X. Xxxxxx
------- -------------------
Xxxxx X. Xxxxxx
Date: 6/9/98. /s/ Xxxxxxx X. Xxxxxx
------- ---------------------
Xxxxxxx X. Xxxxxx
CADAPULT GRAPHIC SYSTEMS, INC.
Date: 6/15/98. By /s/ Xxxxxxx X. Xxxxx
-------- --------------------
Xxxxxxx X. Xxxxx, President
CADAPULT STOCKHOLDERS
Date: 6/15/98. /s/ Xxxxxxx X. Xxxxx
-------- --------------------
Xxxxxxx X. Xxxxx
Date: 6/15/98. /s/ Xxxxxxx Xxxxxx
-------- ------------------
Xxxxxxx Xxxxxx
Date: 6-15-98. /s/ Xxxxxx Xxxxxx
-------- -----------------
Xxxxxx Xxxxxx
Date: 6/15/98. /s/ Xxxxxx Xxxxx
-------- ----------------
Xxxxxx Xxxxx
Date: 6/15/98. /s/ Xxxxxxx X. Xxxxx
-------- --------------------
Xxxxxxx X. Xxxxx,
c/f Xxxxxx X. Xxxxx
Date: 6/15/98. /s/ Xxxxxxx X. Xxxxx
-------- --------------------
Xxxxxxx X. Xxxxx,
c/f Xxxxx X. Xxxxx
EXHIBIT A
Number of Shares of
Number of Shares Seafoods
Owned of to be
Name and Address Cadapult Received in Exchange
Xxxxxxx X. Xxxxx 293.80 1,516,450
0 Xxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxxxxx Xxxxxx 7.90 40,775
0000 Xxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Xxxxxx Xxxxxx 7.90 40,775
000 Xxxxxxxxxx Xx.
Xxxxxxxx, Xxx Xxxx 00000
Xxxxxx Xxxxx 3.8748 20,000
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxxxx X. Xxxxx 3.10 16,000
0 Xxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxxx X. Xxxxx 3.10 16,000
0 Xxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
319.6748 1,650,000
EXHIBIT B
Letter of Indemnification
Cadapult Graphic Systems, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Seafoods Plus, Ltd., a Utah corporation (the
"Company"), Agreement and Plan of Reorganization (the
"Plan") with Cadapult Graphic Systems, Inc., a New
Jersey corporation ("Cadapult"), and all of the
stockholders of Cadapult (the "Cadapult Stockholders")
Dear Ladies and Gentlemen:
In further consideration of the completion of the Plan and to
satisfy one of the conditions pursuant to which Cadapult and the Cadapult
Stockholders have agreed to their respective obligations under the Plan,
Xxxxxx Services, Inc., Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx (collectively
referred to as "Xxxxxx"), principal stockholders of the Company and Xxxxxx
Services, Inc., do hereby (i) compromise any outstanding liabilities of the
Company owed to them for advances or otherwise prior to the closing (the
"Closing") of the Plan (excluding any benefits Xxxxxx may receive under the
Plan); (ii) agree to pay all other outstanding liabilities which were incurred
prior to the Closing; (iii) represent and warrant that to their knowledge,
there are no other outstanding liabilities of the Company which are not set
forth in the financial statements of the Company which are appended to the
Plan as Exhibits C and C-1; and (iv) agree to indemnify and hold the Company,
Cadapult and the Cadapult Stockholders harmless from and against any and all
other liabilities of the Company existing prior the Closing. It is
specifically represented, understood and agreed that Cadapult and the Cadapult
Stockholders are not and shall not be responsible for any costs, claims or
obligations of any type or nature that in any way exists, existed or may
exist, wherever, as asserted, for or to the extent related to any act or
occurrence prior to the date of completion of the Plan.
This Letter of Indemnification and all obligations of any type or
nature hereunder shall expire six years from the date hereof.
XXXXXX SERVICES, INC.
Dated: 6-9-98. By /s/ Xxxxx X. Xxxxxx
------- -------------------
Xxxxx X. Xxxxxx, President
Dated: 6-9-98. /s/ Xxxxx X. Xxxxxx
------- -------------------
Xxxxx X. Xxxxxx
Dated: 6/9/98. /s/ Xxxxxxx X. Xxxxxx
------- ---------------------
Xxxxxxx X. Xxxxxx
EXHIBIT C
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Independent Auditors' Report
and
Financial Statements
December 31, 1997 and 1996
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Table of Contents
Page
Independent Auditors' Report . . . . . . . . . . . . . . . .. . . . . . 1
Balance Sheets - December 31, 1997 and 1996. . . . . . . . .. . . . . . 2
Statements of Stockholders' Equity/(Deficit) for the Period from
Reactivation [December 31, 1994] through December 31, 1997 . . . . . . 3
Statements of Operations for the Years Ended December 31, 1997
and December 31, 1996, and for the Period from Reactivation [December 31,
1994] through December 31, 1997 . . . . . . . . . . . . . . . . .. . . . 4
Statements of Cash Flows for the Years Ended December 31, 1997
and December 31, 1996, and for the Period from Reactivation [December 31,
1994] through December 31, 1997 . . . . . . . . . . . . . . . . .. . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 6 - 7
Board of Directors and Stockholders
Seafoods Plus, LTD.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Seafoods Plus, LTD.
[a development stage, Utah corporation] as of December 31, 1997 and
December 31, 1996, and the related statements of stockholders'
equity/(deficit), operations, and cash flows for the years then ended and
for the period from reactivation [December 31, 1994] through December 31,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Seafoods Plus, LTD.
as of December 31, 1997, and December 31, 1996, and the results of its
operations and its cash flows for the years then ended and for the period
from reactivation [December 31, 1994] through December 31, 1997, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Seafoods Plus, LTD. will continue as a going concern. As discussed in
Note D to the financial statements, the Company has accumulated losses from
inception totaling $47,022 and presently has no prospects for commencing
operations or generating revenue. These issues raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note D. The financial statements do not
include any adjustment that might result from the outcome of this
uncertainty.
/s/Xxxxxxx, XxXxxxxxxx & Associates
February 27, 1998
Salt Lake City, Utah
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Balance Sheets
December 31, 1997 and 1996
1997 1996
ASSET
Current Assets
Cash - Note B ............................... $ 583 $ 653
-------- --------
Total Current Assets ........................ 583 653
-------- --------
TOTAL ASSETS ................................ $ 583 $ 653
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable ............................ $ 401 $ 401
Shareholder Loan - Note F ................... 7,777 4,236
Income taxes payable - Notes A & C .......... 100 100
----- -----
Total Current Liabilities ................... 8,278 4,737
----- -----
TOTAL LIABILITIES .......... ....................... 8,278 4,737
----- -----
STOCKHOLDERS' DEFICIT
Capital stock - 50,000,000 shares authorized
at $0.001 par; 2,000,012 post-split shares
issued and outstanding ..... 2,000 2,000
Additional paid-in capital ................. 37,327 37,327
Deficit accumulated during development stage (43,022) (43,411)
------- -------
TOTAL STOCKHOLDERS' DEFICIT ....................... (7,695) (4,084)
------ ------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ....... $ 583 $ 653
======== ========
See accompanying notes to financial statements
2
[CAPTION]
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Stockholders' Equity/(Deficit)
For the Period from Reactivation [December 31, 1994] through December 31, 1997
Deficit
Accumulated
Additional During Total
Number of Common Paid-in Development Stockholders'
Shares Stock Capital Stage Equity/(Deficit)
Balance, December 31, 1994 350,012 $ 350 $ 28,977 $ (30,030) $ (703)
Issued 1,650,000 shares for
cash ......... 1,650,000 1,650 8,350 10,000
Net loss for the year ended
December 31, 1995 ........................ (8,577) (8,577)
--------------------------------------------------------------------
Balance, December 31, 1995 2,000,012 2,000 37,327 (38,607) 720
Net loss for the year ended
December 31, 1996 ........................ (4,084) (4,084)
--------------------------------------------------------------------
Balance, December 31, 1996 2,000,012 2,000 37,327 (43,411) (4,084)
Net loss for the year ended
December 31, 1996 ........................ (3,611) (3,611)
--------------------------------------------------------------------
Balance, December 31, 1997 2,000,012 $ 2,000 $ 37,327 $ (47,022) $(7,695)
See accompanying notes to financial statements
3
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Operations
For the Years Ended December 31, 1997 and 1996, and for the
Period from Reactivation [December 31, 1994] through December 31, 1997
For the Period
For the Year Ended For the Year Ended from Reactivation to
December 31, 1997 December 31, 1996 December 31, 1997
Revenues .............$ -0- $ -0- $ -0-
Expenses ................ 3,511 4,704 16,692
----------------- -------------- ----------------
Loss Before Income Tax .. (3,511) (4,704) (16,692)
Income taxes- Notes A & C 100 100 300
----------------- -------------- ---------------
Net Loss ..............$ (3,611) $ (4,804) $ (16,992)
=============-=== ============== ===============
Net Loss Per Share ....$ (.01) $ (.01) $ (.01)
================= ============== ===============
Weighted Average
Shares Outstanding .... 2,000,012 2,000,012 1,505,765
================= =============== ================
See accompanying notes to financial statements
4
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 1997 and 1996, and for the
Period from Reactivation [December 31, 1994] through December 31, 1997
For the Period
For the Year Ended For the Year Ended from Reactivation to
December 31, 1997 December 31, 1996 December 31, 1997
Cash Flows From Operating Activities
Net Loss ..........$ (3,611) $ (4,804) $ (16,992)
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Increase/(decrease) in:
Accounts payable ... -0- -0- 401
Income taxes payable -0- -0- (603)
Shareholder loan ... 3,541 4,236 7,777
----- ----- -----
Net Cash Used For
Operating Activities ...... (70) (568) (9,417)
Cash Flows From
Financing Activities
------------------------------------
Issuance of common stock -0- -0- 10,000
------
Net Cash Provided By
Financing Activities ....... -0- -0- 10,000
------ ----- ------
Net Increase (Decrease)
in Cash ................ (70) (568) 583
Beginning Cash Balance . 653 1,221 -0-
Ending Cash Balance ....$ 583 $ 653 $ 583
Supplemental Disclosure of Cash Flow Information:
Cash paid for the period
for interest .......... $ -0- $ -0- $ -0-
Cash paid for the period
for income taxes . ..... $ -0- $ 100 $ 890
See accompanying notes to financial statements
5
NOTE A Summary of Significant Accounting Policies
Company Background
The Company originally incorporated under the laws of the
State of Utah on August 11, 1983 using the name Communitra
Energy, Inc., with a stated principal business activity of
investing in oil, gas and mineral leases, and/or products. By
agreement of the shareholders of the Company on July 16,
1985, the name of the Company officially changed to Seafoods
Plus, LTD. and expanded the purpose of the Company to include
the processing and canning of sea foods.
Seafoods Plus, LTD., a development stage company, has yet to
commence its planned principal operations and has been in an
essentially dormant status for the last nine years.
Income Taxes
In February 1992, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard (SFAS)
No. 109, "Accounting For Income Taxes," which is effective for
fiscal years beginning after December 15, 1992. SFAS No. 109
requires the asset and liability method of accounting for
income taxes. The asset and liability method requires that the
current or deferred tax consequences of all events recognized
in the financial statements are measured by applying the
provisions of enacted tax laws to determine the amount of taxes
payable or refundable currently or in future years. The Company
adopted SFAS No. 109 for financial reporting purposes in
1993. See Note C below.
Net Loss Per Common Share
Net loss per common share is based on the weighted average
number of shares outstanding.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE B Cash
Cash is comprised of cash on deposit in the trust account of
the corporate attorney.
NOTE C Change in Accounting Principle -- Accounting for Income Taxes
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
The cumulative effect of this change in accounting for income
taxes as of January 1,
6
SEAFOODS PLUS, LTD.
Notes to Financial Statements
December 31, 1997
1993 is $0, due to operating losses carried forward from prior
years and unlikely nature of future earnings. For the years
ended December 31, 1997 and 1996, the Company had no
significant income tax expenses due to operating losses during
those periods. Any deferred tax benefit arising from the
operating losses carried forward would be offset entirely by
a valuation allowance since it is not likely that the Company
will be sufficiently profitable in the future to take advantage
of the losses carried forward. The Company has no timing
differences.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum amount due to the State of Utah.
NOTE D Liquidity
The Company has accumulated losses from inception totaling
$47,022, nominal assets and no operations at December 31, 1997.
Financing for the Company's limited activities to date has been
primarily provided by borrowing from shareholders and the
issuance of common stock. The Company's ability to achieve a
level of profitable operations and/or additional financing
impacts the Company's ability to continue as it is presently
organized. Management is currently seeking a well-capitalized
merger candidate in order to re-commence its operations.
Should management be unsuccessful in its merger activities, it
will have a material adverse effect on the Company.
NOTE E Reverse Stock Split
The Company filed Articles of Amendment to the Articles of
Incorporation of Seafoods Plus, LTD. with the State of Utah,
Department of Commerce on October 5, 1995 which included
provisions for a reverse split of the outstanding shares of
common stock at the ratio of one new share for every 16.17
shares issued and outstanding as of September 5, 1995,
[the date of adoption by the stockholders at a meeting held on
that same date] reducing the outstanding shares to 350,000,
provided that no stockholder's holdings shall be reduced to
less than one share as a result of the reverse split, with all
fractional shares being rounded up to the nearest whole share.
The rounding resulted in 350,012 shares of stock outstanding
after the reverse split. All disclosures in the financial
statements, with respect to the number of shares
outstanding, are presented in post-split denominations.
NOTE F Stockholder Loan
A stockholder has paid expenses on behalf of the Company in the
amount of $3,541 during the year ended December 31, 1997 and
$4,236 during the year ended December 31, 1996. The Company has
recorded a liability for these expenses to the stockholder.
The unsecured loan bears no interest and is due on demand.
7
EXHIBIT C-1
SEAFOODS PLUS, LTD.
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 1998
SEAFOODS PLUS, LTD.
[A Development Stage Company]
BALANCE SHEETS
March 31, 1998 and December 31, 1997
3/31/98 12/31/97
[Unaudited]
ASSETS
Current Assets
Cash $ 583 $ 583
TOTAL ASSETS $ 583 $ 583
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Loans from stockholders $ 7,909 $ 7,777
Accounts Payable 401 401
Income Taxes Payable 100 100
Total Current Liabilities 8,410 8,278
TOTAL LIABILITIES 8,410 8,278
EQUITY
Capital stock - 50,000,000 shares
authorized at par; 2,000 2,000
2,00,012 post-split shares
issued and outstanding
Paid-in Capital 37,327 37,327
Accumulated Deficit (47,154) (47,022)
TOTAL EQUITY (7,827) (7,695)
TOTAL LIABILITIES & EQUITY $ 583 $ 583
NOTE TO FINANCIAL STATEMENTS:
Interim financial statements reflect all adjustments which are, in the opinion
of management, necessary to a fair statement of the results for the periods.
The December 31, 1997 balance sheet has been derived from the audited
financial statements. These interim financial statements conform with the
requirements for interim financial statements and consequently do not include
all the disclosures normally required by generally accepted accounting
principles.
SEAFOODS PLUS, LTD.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS For
the Three-Month Periods Ended March 31, 1998 and 1997, and
for the Period from Reactivation [December 31, 1994] through March 31, 1998
Three Month Three Months For the Period
Ended Ended from Reactivation to
3/31/97 3/31/97 3/31/98
[Unaudited] [Unaudited] [Unaudited]
Cash Flows Used For
Operating Activities
Net Loss $ (132) $ (1,442) $ (17,124)
Adjustments to
reconcile net loss
to net cash used in
operating activities:
Increase/(Decrease)
in franchise
taxes payable 0 (100) (603)
Increase/(Decrease)
in accounts payable 0 0 401
Increase/(Decrease)
in shareholder loan 132 1,540 7,909
Net Cash Used For
Operating
Activities $ 0 $ (2) $ (9,417)
Cash Flows Provided by
Financing Activities
Issuance of
common stock 0 0 10,000
Net Cash Provided
By Financing
Activities 0 0 10,000
Net Increase/
(Decrease) in Cash 0 (2) 583
Beginning Cash
Balance 583 653 0
Ending Cash
Balance $ 583 $ 651 $ 583
Supplemental Disclosure of Cash Flow Information:
Cash paid for the
period for interest $ 0 $ 0 $ 0
Cash paid for the
period for income
taxes $ 0 $ 100 $ 890
SEAFOODS PLUS, LTD.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three-Month Periods Ended March 31, 1998 and 1997, and
for the Period from Reactivation [December 31, 1994] through March 31, 1998
Three Months Three Months For the Period
Ended Ended from Reactivation to
3/31/98 3/31/97 3/31/98
[Unaudited] [Unaudited] [Unaudited]
REVENUE
Income $ 0 $ 0 $ 0
OPERATING EXPENSES
Professional Fees 132 1,442 16,824
LOSS BEFORE INCOME TAX 132 1,442 (16,824)
INCOME / FRANCHISE TAX 0 100 300
NET INCOME/(LOSS) $ (132) $ (1,542) $ (17,124)
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 2,000,012 2,000,012 1,543,784
EXHIBIT D
None.
EXHIBIT E
CADAPULT GRAPHIC SYSTEMS, INC.
AUDITED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED
APRIL 30, 1997 AND 0000
XXXXXX X. XXXXXX XXX, P.C.
000 XXXX 00XX XXXXXX XXXXX 0000
XXX XXXX, XXX XXXX 00000
TEL (000) 000-0000 / FAX (000) 000-0000
To the Shareholder of
Cadapult Graphic Systems, Inc.
Allendale, New Jersey
I have audited the accompanying balance sheet of Cadapult Graphic Systems,
Inc. as of April 30, 1997, and the related statements of operations and
retained earnings, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
Except as explained in the following paragraph, I conducted my audit in
accordance with generally accepted auditing standards. Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial presentation. I believe that my audit
provides a reasonable basis for my opinion.
I did not physically observe the inventory as of April 30, 1996, since that
date was prior to my engagement as the auditor. Accordingly, the scope of my
work was not sufficient to enable me to express, and I do not express, an
opinion on the statements of operations and retained earnings, and cash flows
for the year ended April 30, 1997. In my opinion, the balance sheet
referred to in the first paragraph presents fairly, in all material respects,
the financial position of Cadapult Graphic Systems, Inc. as of April 30, 1997,
in conformity with generally accepted accounting principles.
The April 30, 1996 financial statements were reviewed by me, and my report
thereon, dated July 9, 1996, stated that I was not aware of any material
modifications that should me made to those statements for them to be in
conformity with generally accepted accounting principles. However, a review is
substantially less in scope than an audit and does not provide a basis for the
expression of an opinion on the financial statements taken as a whole.
/s/Xxxxxx X. Xxxxxx CPA, P.C.
July 24, 1997
CADAPULT GRAPHIC SYSTEMS, INC.
BALANCE SHEETS
APRIL 30,
1997 1996
Assets
Current Assets
Cash (Note 5) $ 30,444 $ 67,323
Accounts receivable, net of allowance
for doubtful accounts of $22,500
in both 1997 and 1996 (Note 5) 1,091,890 1,142,257
Inventory (Note 1) 724,846 590,232
Prepaid expenses 4,128 8,100
Total Current Assets 1,851,308 1,807,912
Property and equipment, net of accumulated
depreciation (Notes 1 and 2) 204,203 152,013
Deposits 26,491 21,606
Total Assets $ 2,082,002 $ 1,981,531
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued expenses $ 697,588 961,140
Loans payable (Note 3 ) 560,173 244,415
Income taxes payable (Notes 1 and 4) 45,977 6,164
Deferred revenue (Note 1) 122,866 -
Obligation undercapitalized lease - 14,309
Payroll and sales taxes payable 34,888 19,606
Customer deposits 7,160 390
Total Current Liabilities 1,468,652 1,246,024
Deferred income taxes payable
(Notes 1 and 4) 32,800 72,300
Subordinated loan payable, officer 50,000 50,000
Loans payable (Note 3) 11,007 150,337
Total Liabilities 1,562,459 1,518,661
Commitments (Note 6)
Shareholders' Equity
Capital stock, no par value, 2,500
shares authorized, 300 shares issued
and outstanding 300 300
Retained earnings 519,243 462,570
Total Shareholders' Equity 519,543 462,870
Total Liabilities and Shareholders' Equity$2,082,002 $1,981,531
See accompanying notes and accountant's report.
CADAPULT GRAPHIC SYSTEMS, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED APRIL 30,
1997 1996
Sales $ 8,594,082 $ 8,393,455
Cost of sales:
Inventory, beginning (Note 1) 590,232 608,607
Purchases 6,603,127 6,582,453
7,193,359 7,191,060
Less: Inventory, ending (Note 1) 724,846 590,232
Total cost of sales 6,468,513 6,600,828
Gross profit 2,125,569 1,792,627
Operating expenses:
Payroll, staff 678,132 656,782
Payroll, officer 228,200 114,000
Payroll taxes 80,307 71,429
Advertising 52,670 59,178
Postage and shipping 52,233 59,803
Depreciation (Note 1) 91,308 96,551
Office 42,185 41,319
Travel, meals and entertainment 54,286 43,444
Insurance 17,112 21,039
Consulting fees 8,279 14,567
Rent and utilities (Note 6) 155,007 141,668
Commissions 229,038 156,381
Interest expense (Note 3) 78,175 60,263
Telephone 55,503 58,843
Repairs and maintenance 7,439 8,809
Employee benefits 60,700 44,693
Equipment rentals 11,489 5,238
Automobile 45,060 43,789
Software 15,282 5,677
Professional fees 45,035 22,897
Other 42,956 25,495
Total operating expenses 2,050,396 1,751,865
Income before income taxes 75,173 40,762
Provision for income taxes (Notes 1 and 4) 18,500 13,000
Net income 56,673 27,762
Retained earnings, beginning 462,570 434,808
Retained earnings, ending $ 519,243 $ 462,570
See accompanying notes and accountant's report.
CADAPULT GRAPHIC SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30,
1997 1996
Cash flows from operating activities:
Net income 56,673 27,762
Adjustments to reconcile net income to
net cash:
Depreciation 91,308 96,551
Changes to operating assets and liabilities:
Accounts receivable 50,367 (224,505)
Inventory (134,614) 18,375
Prepaid expenses 3,972 279
Refundable income taxes - 34,992
Accounts payable and accrued expenses (263,552) 212,550
Income taxes payable 39,813 6,164
Deferred income 122,866 -
Deferred income taxes payable (39,500) (26,300)
Payroll and sales taxes payable 15,282 (1,262)
Customer deposits 6,770 (27,360)
Total adjustments (107,288) 89,484
Net cash provided by (used in) operations (50,615) 117,246
Cash flows from investing, activities:
(Increase) in property and equipment (143,498) (43,949)
(Increase) decrease in deposits (4,885) 9,900
Net cash (used in) investing activities (148,383) (34,049)
Cash flows from financing activities
Borrowings 730,000 222,000
Repayments (553,592) (286,237)
Obligation under capitalized lease (14,309) (18,319)
Net cash provided by (used in ) financing
activities 162,119 (82,556)
Net increase (decrease) in cash (36,879) 641
Cash, beginning 67,323 66,682
Cash, ending $ 30,444 67,322
Supplemental disclosures
Interest paid $ 78,175 $ 60,263
Income taxes paid $ 18,187 $ 421
See accompanying notes and accountant's report.
CADAPULT GRAPHIC SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1998
Note 1 -Significant Accounting Policies
Inventory
Inventory is submitted by management and is valued at the lower of actual cost
or market. Cost is determined by specific identification.
Depreciation
Depreciation is calculated by use of the straight-line method over the
following useful lives:
Equipment 5 years
Furniture 4 and 7 years
Transportation equipment 5 years
Income taxes
As a result of a change in accounting method used to calculate income for tax
purposes, effective May 1, 1993, the Company is required to add certain
amounts to its taxable income over a six year period. Deferred income taxes
represent the income tax effect of such requirement.
Revenue Recognition
Revenue from the sale of hardware, systems and supplies is recognized when
the items are shipped. Effective May 1. 1996, revenue and related direct costs
from the sale of service and support contracts are deferred and recognized
over the duration of the contract, generally one year.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at tile date of' the financial statements
and reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note 2 - Property and Equipment
Property and equipment consists of:
1997 1996
Equipment $ 525,173 403,603
Furniture 111,717 89,789
Transportation equipment 65,379 65,379
702,269 558,771
Less: Accumulated
depreciation 498,066 406,758
$ 204,203 152,013
CADAPULT GRAPHIC
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1997
Note 3 - Loans Payable 1997 1996
Loans payable consists of:
Revolving credit facility, maximum
amount $750,000, ending September 30,
1997, interest calculated at 1 3/4% above
the bank's floating base, collaterized by a
lien on corporate assets $ 550,000 $
Term loan, due March 1998, payable
in monthly installments of principal and
interest of $419 collateralized by an
automobile 4,855 9,361
Term loan, due February 5, 2000, payable in
monthly payments of principal and interest
of $543 collateralized by a vehicle 16,325 21,224
Term loan, due November 1, 1999,
payable in monthly principal payments
of $4,167 plus interest calculated at
1 1/2% above the bank's prime rate,
collateralized by a blanket lien on
corporate assets - 179,167
Line of credit, maximum amount of $150,000,
(maximum under prior line of credit was
$350,000 as of April 30, 1995) ending
September 30, 1996, interest calculated
at 1% above the bank's prime rate, collateralized
by a blanket lien on corporate assets - 150,000
Demand loan payable - 35,000
571,180 394,752
Less: Current portion 560,173 244,415
$ 11,007 $ 150,337
Maturities of loans payable are as follows:
Year ended
April 30, 1998 $ 560,173
April 30, 1999 5,801
April 30, 2000 5,206
$ 571,180
CADAPULT GRAPHICS SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS APRIL 30, 1997
Note 4 - Income Taxes
The components of provision for income taxes
are as follows: 1997 1996
Current $ 58,000 39,200
Deferred (39,500) (26,200)
Note 5 - Information about Financial Instruments with Off-Balance Sheet Risk
and Financial Instruments with Concentrations on Credit Risk
The Company maintains substantially all of its cash balances in one financial
institution. The balance is insured by the Federal Deposit Insurance
Corporation up to $100,000. At April 30, 1997 and 1996, none of the Company's
cash balances exceeded $100,000.
The Company sells computer graphic systems and grants credit to customers,
substantially all of whom are major U.S. corporations, none of which account
for more than 10% of sales.
The Company purchases hardware, software and supplies from several vendors,
two of which amounted to 48% and 56% of total purchases in 1997 and 1996,
respectively.
Note 6 - Commitments
The minimum rent due under non-cancellable leases is as follows:
Year ended Office space Equipment
April 30, 1998 $ 175,792 $ 18,816
April 30, 1999 144,110 16,884
April 30, 2000 39,380 15,504
April 30, 2001 6,616 9,044
$ 365,898 60,248
In July 1997, the Company entered into a lease for office space. This lease is
included in the preceeding schedule.
EXHIBIT F
None.
EXHIBIT G
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Cadapult Graphic Systems, Inc.,
a New Jersey corporation ("Cadapult"), for shares of
Seafoods Plus, Ltd., a Utah corporation ("Seafoods" or
the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Cadapult, the other stockholders of Cadapult
and Seafoods, I acknowledge that I have approved this exchange; that I am
aware of all of the terms and conditions of the Plan; that I have received and
personally reviewed a copy of the Plan and any and all material documents
regarding the Company, including, but not limited to Articles of
Incorporation, Bylaws, minutes of meetings of directors and stockholders,
financial statements and reports filed with the Securities and Exchange
Commission during the past twelve months. I represent and warrant that I have
sufficient knowledge and experience to understand the nature of the exchange
and am fully capable of bearing the economic risk of the loss of my entire
cost basis.
I further understand that immediately prior to the completion of
the Plan, Seafoods had no assets and no liabilities, of any measurable value,
and that in actuality, the completion of the Plan and the exchange of my
shares of Cadapult for shares of Seafoods results in a decrease in the actual
percentage of ownership that my shares of Cadapult represented in Cadapult
prior to the completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxx, XxXxxxxxxx & Associates, 0000 Xxxxx 000 Xxxx, #000, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone (000) 000-0000; and that legal counsel for
Seafoods is Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, #000, Xxxx Xxxx
Xxxx, Xxxx 00000, Telephone (000) 000-0000. I further understand that, upon
the completion of the Plan, no accountant, attorney, employee or consultant
will have any claim of any kind against the Company for any event or
occurrence on or prior to the completion of the Plan.
I also understand that I must bear the economic risk of ownership
of any of the Seafoods shares for a long period of time, the minimum of which
will be one (1) year, as these shares are "unregistered" shares and may not be
sold unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to Cadapult
for use by Seafoods as they are made to induce you to issue me the shares of
Seafoods under the Plan, and I further represent (of my personal knowledge or
by virtue of my reliance on one or more personal representatives), and agree
as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares,
options or warrants being acquired except as may be pursuant to any applicable
laws, rules and regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Seafoods, all shares of Seafoods to be issued and delivered to me in exchange
for my shares of Cadapult shall be represented by one certificate only and
which such certificate shall be imprinted with the following legend or a
reasonable facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock represented
by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be
sold or otherwise transferred unless compliance with
the registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Seafoods will attempt to accommodate
any stockholders' request where Seafoods views the request is made for valid
business or personal reasons so long as in the sole discretion of Seafoods,
the granting of the request will not facilitate a "public" distribution of
unregistered shares of Seafoods.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
________________________________________________________
(Name(s) and Number of Shares)
________________________________________________________
(Address)
________________________________________________________
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 15 day of June, 1998.
- ----
Very truly yours,
/s/ Xxxxxxx X. Xxxxx
--------------------
/s/ Xxxxxxx X. Xxxxx, c/f Xxxxxx Xxxxx
--------------------------------------
/s/ Xxxxxxx X. Xxxxx, c/f Xxxxx Xxxxx
-------------------------------------
/s/ Xxxxxx X. Xxxxx
-------------------
/s/ Xxxxxx X. Xxxxxx
--------------------
Dated this 16 day of June, 1998.
- ----
/s/ Xxxxxxx X. Xxxxxx
---------------------
EXHIBIT H
CERTIFICATE OF OFFICER AND PRINCIPAL STOCKHOLDERS PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Seafoods Plus, Ltd., a Utah
corporation ("Seafoods"), and Xxxxxx Services, Inc., a Utah corporation, Xxxxx
X. Xxxxxx and Xxxxxxx X. Xxxxxx, the principal stockholders of Seafoods,
represent and warrant the following as required by the Agreement and Plan of
Reorganization (the "Plan") between Seafoods and Cadapult, a New Jersey
corporation ("Cadapult"), and the Cadapult Stockholders, to-wit:
1. That the undersigned, Xxxxxxxx X. Xxxxxxxx, is the President
of Seafoods and has been authorized and empowered by its Board of Directors to
execute and deliver this Certificate to Cadapult and the Cadapult
Stockholders;
2. Based upon the personal knowledge, information and belief of
the undersigned and opinions of counsel for Seafoods regarding the Plan:
(i) All representations and warranties of Seafoods
contained within the Plan are true and correct;
(ii) Seafoods has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of Seafoods as set forth in its
financial statements for the periods ended December
31, 1997 and 1996, and March 31, 1998, except as set
forth in Exhibit D to the Plan.
SEAFOODS PLUS, LTD.
By /s/ Xxxxxxxx X. Xxxxxxxx
------------------------
Xxxxxxxx X. Xxxxxxxx, President
XXXXXX SERVICES, INC.
By /s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx, President
/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
EXHIBIT I
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Cadapult Systems, Inc., a New
Jersey corporation ("Cadapult"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Plan") between
Cadapult, the Cadapult Stockholders and Seafoods Plus, Ltd., a Utah
corporation ("Seafoods"), to-wit:
1. That he is the President of Cadapult and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to Seafoods;
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of Cadapult
contained within the Plan are true and correct;
(ii) Cadapult has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of Cadapult as set forth in its
financial statements for the periods April 30, 1997
and 1996, except as set forth in Exhibit F to the
Plan.
CADAPULT GRAPHIC SYSTEMS, INC.
By /s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx, President
