EXHIBIT 10.2
LETTER OF INTENT
Proposed Acquisition of Connectivity, Inc. ("Connectivity") by HOM
Corporation ("HOM")
1. HOM and Connectivity will negotiate in good faith to produce a
definitive agreement ("Definitive Agreement") whereby, on the basis of this
Letter of Intent or as otherwise agreed by the parties hereto, HOM will acquire
all the stock of Connectivity in exchange for 4,200,000 shares of its common
stock, either by merging with a subsidiary of HOM or by exchanging HOM common
stock for all the outstanding common stock of Connectivity. As a result, there
would then be 7,608,667 shares of HOM common stock outstanding, of which the
current shareholders of HOM would hold 3,408,667 shares, or 44.8%, of HOM common
stock and the current shareholders of Connectivity would hold 4,200,000 shares,
or 55.2%, of HOM common stock.
2. The board of HOM will consist of five members, two of whom initially
will be appointed by the board of directors of HOM and three of whom initially
will be appointed by the board of directors of Connectivity.
3. Connectivity or HOM will enter into an option, effective no later
than the closing of the Definitive Agreement, to acquire Econo-Comm, Inc. d/b/a
Mobile Communications ("Mobile") at any time within three years of such closing
for $5,000,000 in cash or $6,000,000, payable $2,500,000 in cash and $3,500,000
in stock, valued at the then current market price of HOM common stock.
4. Connectivity and Mobile will forthwith negotiate in good faith to
produce a requirements contract between them for the exclusive distributorship
by Connectivity of the products produced by Mobile, which requirements contract
will contain provisions concerning such matters as pricing, product quantities
and qualities and product development as are of the nature appropriate to a
requirements contract under the marketing and production circumstances of
Connectivity and Mobile.
5. HOM will issue to its shareholders, effective immediately prior to
the closing of the Definitive Agreement, one 10 year warrant ("Warrant") for
each share of HOM common stock held, each Warrant to be exercisable at any time
after the first anniversary of its issuance to purchase one share of HOM common
stock for $1.50. The Warrants will bear a nominal value of $.01 a Warrant and
may be redeemed by HOM at such value on 30 days' notice at any time that HOM
common stock has traded at a price in excess of $2.50 a share on each business
day during any 30 day period within the six months immediately preceding the
date fixed for its redemption. HOM will cause the common stock issuable upon
exercise of the Warrants (as distinguished from the Warrants themselves) to be
registered under the Securities Act of 1933 at any time that the Warrants are
exercisable and the market price of the Common Stock is $1.50 a share or more.
6. Current management of HOM, with full support from the current
management of Connectivity, will promptly initiate arrangements for a private
placement (tentatively to be made only to accredited investors) to raise
$3,000,000 or more through the issuance of securities of HOM. A security being
considered for this purpose is a proposed convertible preferred stock that would
have a dividend preference, possibly a fixed dividend after three or four years,
a liquidation preference and the right to convert into common stock at or above
the market price or other determined value of the HOM common stock at the time
of offering the preferred stock. Commitments for not less than $1,500,000 will
be a condition to the closing of the Definitive Agreement.
7. HOM and Connectivity will forthwith exchange information to enable
each to do full due diligence on the other. Connectivity will cause an audit of
its financial statements to be performed so that such audited statements may be
consolidated with the audited consolidated financial statements of HOM, HOM to
pay for such audit but not the bookkeeping and accounting costs, if any, that
may otherwise be incurred by Connectivity in connection with such financial
statements. All information received by a party in connection with the
transactions contemplated herein will be maintained on a confidential basis
unless it otherwise becomes public without fault of such party or is required to
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be disclosed pursuant to applicable law or regulation. The parties hereto and
their directors, officers, employees, consultants, agents and other advisors
will keep this Letter of Intent, each agreement contemplated herein and the
matters dealt with in this Letter of Intent and the agreements contemplated
herein confidential until, in connection with the matters involving them, the
parties involved agree otherwise or disclosure thereof is required by applicable
law or regulation. The Definitive Agreement and the other agreements referred to
herein must be acceptable to the Board of Directors of Connectivity and of HOM
and, as to the option referred to in paragraph 3, the board of directors and
shareholders of Mobile. This Letter of Intent does not represent an agreement
between the parties, except as to the matters previously set forth in this
paragraph 7 the obligations of which will survive any termination of this Letter
of Intent, but represents the current basis the parties will use in an attempt
to reach a Definitive Agreement and the other agreements referred to herein.
This Letter of Intent may be terminated at any time by the agreement of HOM and
Connectivity and will terminate automatically six months after the latest date
set forth beneath the signatures below on behalf of HOM, Connectivity and
Econo-Comm., Inc. Upon termination, all obligations of the parties hereunder
will cease except for the matters previously set forth in this paragraph 7,
which will survive for three years following termination. The Definitive
Agreement, an option to acquire Mobile, a requirements contract, a warrant
agreement, the terms of any private placement and the terms of any preferred
stock, when effective, will supersede this Letter of Intent as to the matters
set forth in such agreements.
HOM CORPORATION
By: Xxxxxx X. Xxxxxx
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Its: Chairman
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Date: 5/22/01
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CONNECTIVITY, INC.
By: Xxxxxxx Xxxxxxxx
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Its: (Pres)
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Date: 5/18/01
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This Letter of Intent is approved by Econo-Comm, Inc. solely for the purpose of
indicating its agreement with paragraphs 3 and 4, above, its intention to
negotiate appropriate agreements thereunder and its acceptance of the terms of
paragraph 7 as if it were a party hereto.
ECONO-COMM, INC.
By: X. Xxxx Xxxxxxxxxx
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Its: (Pres)
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Date: 5/18/01
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