Rev-96d VISTA TECHNOLOGIES INC.
STOCK PURCHASE AGREEMENT
200,000 shares of Common Stock, par value $0.005 per share
~~~~~~~~~~~~~~~~~~~~~~~~~~~
THE SECURITIES OFFERED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"). ACCORDINGLY, NO RESALE OR OTHER TRANSFER
OF SUCH SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT UNLESS THE ISSUER HAS RECEIVED
AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER DOES NOT REQUIRE
REGISTRATION UNDER THE ACT.
All references to Common Stock of Vista Technologies Inc. in this Agreement
are after giving effect to a one (1) for five (5) reverse stock split effected
with respect to its authorized and outstanding common stock pursuant to a
Certificate of Amendment recorded with the Secretary of State of Nevada on
September 12, 1995.
~~~~~~~~~~~~~~~~~~~~~~~~~~~
Vista Technologies Inc.
000 X. 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
1. SUBSCRIPTION TO SHARES. PHARMA PATCH PLC, a public limited company
organized under the laws of the Republic of Ireland with its principal offices
at Pharma Patch PLC, 00-00 XxxxXxxxxxx Xxxxx, Xxxxxx 0, Xxxxxxx (herein called
"Pharma Patch") hereby subscribes for the purchase of 200,000 shares of the
Common Stock, par value $0.005 per share, in Vista Technologies Inc., a Nevada
corporation ("VISTA"), for the account of the Foreign Investor at a purchase
price of Five Hundred Thousand Dollars ($500,000.00) United States funds,
payable in cash on March 1, 1996.
2. REPRESENTATIONS AND WARRANTIES OF PHARMA PATCH. In connection
with this Agreement and the transactions contemplated herein, Pharma Patch
represents and warrants to VISTA as follows:
2.1. Pharma Patch is duly organized and validly existing as a public
limited company under the laws of the Republic of Ireland. Pharma Patch
acknowledges that its chief executive officer is a director of VISTA and that
Pharma Patch is familiar with the business, financial condition and plan of
operations of VISTA.
Stock Purchase Agreement - 1 -
2.2. Pharma Patch acknowledges that the VISTA Common Stock purchased
hereunder has not been registered under the U.S. Securities Act of 1933, as
amended ("Securities Act") or qualified under applicable state securities laws
and that the transferability thereof is restricted by the registration
provisions of the Securities Act as well as such state laws. Based upon the
representations and agreements being made by Pharma Patch herein, the VISTA
Common Stock is being sold pursuant to an exemption from such registration
provided by Section 4(2) of the Securities Act for transactions not involving
a public offering. Pharma Patch understands that the certificates
representing the VISTA Common Stock will bear a legend indicating that
transfer of these securities is restricted by reason of the fact that they
have not been so registered.
Pharma Patch represents that it is acquiring the Common Stock for
its own account, for investment purposes only, and not with a view to resale
or other distribution thereof, nor with the intention of selling, transferring
or otherwise disposing of all or any part of such securities based upon any
particular event or circumstance except upon full compliance with all
applicable provisions of the Securities Act. Pharma Patch further understands
and agrees that the VISTA Common Stock may be sold only if subsequently
registered under the Securities Act and qualified under any applicable state
securities laws or, in the opinion of counsel satisfactory to VISTA, an
exemption from such registration and qualification is available, and that any
routine sales of securities made in reliance upon Rule 144 promulgated by the
Commission can be made only in the amounts set forth in and pursuant to the
other terms and conditions, including applicable holding periods, of that
Rule.
2.3. Pharma Patch has sufficient knowledge and experience of financial
and business matters so that it is able to evaluate the relative merits and
risks of purchasing the VISTA Common Stock. Pharma Patch is aware that an
investment in the VISTA Common Stock is a speculative investment, is not
liquid, and involves a high degree of risk of loss. Pharma Patch acknowledges
that VISTA has made available to Pharma Patch, prior to this subscription, the
opportunity to ask questions of, and receive written answers from, authorized
representatives and executive officers of VISTA concerning the operations and
financial condition of VISTA and its consolidated subsidiaries, and any other
relevant matters, and to obtain any additional written information, to the
extent that VISTA possesses such information or can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of the
information provided by VISTA to Pharma Patch.
2.4. This Agreement has been duly authorized, executed and delivered by
Pharma Patch and is a valid and binding agreement enforceable in accordance
with its terms, subject only to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application to or
affecting creditors' rights generally and to general principles of equity.
Pharma Patch has full power and authority necessary to enter into this
Agreement and to perform its obligations hereunder.
2.5. The execution and delivery of this Agreement, and the consummation
of the transactions contemplated herein, do not and will not conflict with or
result in a breach by Pharma Patch of any of the terms or provisions of, or
constitute a default under, its charter documents, its memorandum or articles
of association or incorporation, its by-laws, any action of its directors or
shareholders, or any indenture, mortgage, deed of trust or other agreement or
instrument to which Pharma Patch is a party or by which it or any of its
properties or assets are bound, or any existing applicable law, rule or
regulation or any applicable decree, judgment or order of any court,
regulatory body, administrative agency or other governmental body having
jurisdiction over Pharma Patch.
Stock Purchase Agreement - 2 -
3. REPRESENTATIONS AND WARRANTIES OF VISTA.
By its acceptance of this Agreement, VISTA represents and warrants to
Pharma Patch as follows:
3.1. VISTA is duly incorporated and validly existing as a corporation
in good standing under the laws of the State of Nevada with corporate power to
enter into this Agreement and to conduct its business as presently conducted.
3.2. VISTA's Common Stock is a class of securities registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"). VISTA has filed all reports and documents required to be filed
pursuant to the Exchange Act preceding the date hereof, except that VISTA is
currently delinquent in the filing of its Form 10-KSB Report for the fiscal
year ended March 31, 1995 and its quarterly Form 10-QSB Reports for the
periods ended June 30, 1995 and September 30, 1995.
3.3. VISTA has made available to Pharma Patch copies of audited
consolidated financial statements of VISTA and its consolidated subsidiaries
for VISTA's fiscal year ended March 31, 1995 and preliminary copies of interim
unaudited consolidated financial statements of VISTA and its consolidated
subsidiaries for the three months ended June 30, 1995 and for the three months
and six months periods ended September 30, 1995, all of which together are
herein called the "Vista Financial Statements". The Vista Financial
Statements are: (a) accurate, correct and complete in all material respects;
(b) in accordance with the books of account and records of VISTA and its
consolidated subsidiaries; (c) fair presentations of the financial condition
and results of operations of VISTA and its consolidated subsidiaries as of the
dates and for the periods indicated therein; and (d) prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis throughout the periods indicated. Since September 30, 1995,
there has not been (a) any material adverse change in the financial condition,
assets, liabilities, personnel or business of VISTA and its consolidated
subsidiaries from that reflected in the Vista Financial Statements as of
September 30, 1995; (b) any damage, destruction or loss, whether or not
covered by insurance, materially adversely affecting VISTA or its consolidated
subsidiaries; (c) any event or condition or series of events or conditions
which could, individually or in the aggregate, reasonably be expected to have
a material adverse effect on VISTA or its consolidated subsidiaries; or (d)
any development which could or will have a material adverse effect on VISTA or
its consolidated subsidiaries or their business operations. Pharma Patch
acknowledges that VISTA has terminated and rescinded all executory obligations
under its prior agreements with Medical Development Resources, Inc. ("MDRI")
and certain of its stockholders, has written down to zero VISTA's prior
investments in MDRI and its subsidiaries KMI I, Inc. and Micra Instruments
Limited, and that MDRI and its subsidiaries are not included as consolidated
subsidiaries of VISTA for purposes of the foregoing representations relating
to the Vista Financial Statements as of September 30, 1995.
3.3. The VISTA Common Stock to be sold to Pharma Patch hereunder, when
issued and delivered upon receipt of the purchase price, will be duly and
validly authorized and issued, fully paid and nonassessable securities of
VISTA and will not subject the holders thereof to personal liability by reason
of being such holders.
3.4. This Agreement has been duly authorized, executed and delivered
by VISTA and is a valid and binding agreement enforceable in accordance with
its terms, subject only to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application to or
affecting creditors' rights generally and to general principles of equity.
VISTA has full power and authority necessary to enter into this Agreement and
to perform its obligations hereunder.
Stock Purchase Agreement - 3 -
3.5. The execution and delivery of this Agreement, and the
consummation of the transactions contemplated herein, do not and will not
conflict with or result in a breach by VISTA of any of the terms or provisions
of, or constitute a default under, its articles of incorporation, its by-laws,
any action of its directors or stockholders, or any indenture, mortgage, deed
of trust or other agreement or instrument to which it is a party or by which
it or any of its properties or assets are bound, or any existing applicable
law, rule or regulation or any applicable decree, judgment or order of any
court, regulatory body, administrative agency or other governmental body
having jurisdiction over the undersigned or any of its properties or assets.
3.6. REGISTRATION RIGHTS. In the event the Common Stock sold to
Pharma Patch hereunder has not been registered by VISTA under the Securities
Act prior to September 30, 1996 by a registration statement then effective
under the Securities Act, at any time after September 30, 1996, Pharma Patch
may make a written request for the registration of such Common Stock under the
Securities Act (a "Demand Registration"). Notwithstanding the foregoing
provisions of this Section 3.6:
(a) VISTA shall have no obligation to register Common Stock for the account
of Pharma Patch at any time during a period of twelve (12) months
following any notice in which Pharma Patch was offered the opportunity
of participating in a registration statement which has become effective
under the Securities Act.
(b) After March 31, 1997, VISTA at its discretion shall have no obligation
during any fiscal year of VISTA thereafter to register Common Stock for
the account of Pharma Patch unless the demand for registration is
received by VISTA within a period of four (4) months following the
beginning of such VISTA fiscal year on April 1.
(c) VISTA shall have no obligation to register Common Stock for the account
of Pharma Patch after one (1) registration statement has been demanded
under this Section 3.6 which has become effective under the Securities
Act.
(d) VISTA shall have no obligation to register Common Stock for the account
of Pharma Patch which may then be sold by Pharma Patch in accordance
with the provisions of Rule 144 promulgated under the Securities Act.
3.6.1. Upon receipt of any such demand, VISTA will use its
best efforts to effect such Demand Registration and will maintain the
prospectus included in any registration statement which may be so filed
current for a period of at least nine (9) months subsequent to the effective
date of such registration statement.
3.6.2. Any request for a Demand Registration under Section
3.6 shall specify the aggregate number of shares of Common Stock proposed to
be sold and shall also specify the intended method of disposition thereof and
any other information within the unique knowledge and control of Pharma Patch
necessary for VISTA to comply with applicable registration requirements of the
Securities Act.
4. OTHER TERMS AND AGREEMENTS.
4.1. The parties hereto acknowledge that Xxxxxx X. Xxxxxx and Xxxxxxx
X. Xxxx are each directors of both Pharma Patch and VISTA and that G. Lennart
Perlhagen, a director of Pharma Patch, was formerly a director and the chief
executive officer of VISTA. Each of the parties hereto waives any claim or
cause of action that may exist as a result of any conflicts of interest
arising from such common director positions and the equity interests and
compensation arrangements of such individuals with the parties hereto.
Stock Purchase Agreement - 4 -
Each of Pharma Patch and VISTA further represent and warrant to the other that
full disclosure of such relationships has been made to all members of their
respective boards of directors and that the transactions contemplated by this
Agreement have been authorized and approved by all directors of such party who
are not members of the other party's board of directors.
4.2. Each of the undersigned agrees to pay its own expenses incident to
the performance of its obligations hereunder.
4.3. Each of the undersigned agree that this Agreement shall be
governed by and construed in accordance with the laws of the State of New
York, and without regard to principles of conflicts of law.
4.4. This Agreement may be executed in one or more counterparts and it
is not necessary that the signatures of all parties appear on the same
counterpart, but such counterparts together shall constitute but one and the
same agreement. The headings of the sections of this Agreement have been
inserted for convenience of reference only, and shall not be deemed to be a
part of this Agreement.
4.5. Time shall be of the essence of this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
as of the respective dates set forth below.
March 1, 1996 PHARMA PATCH PLC
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx,
President and Chief Executive Officer
March 1, 1996 VISTA TECHNOLOGIES INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Xxxxxx X. Xxxxxxx,
President and Chief Executive Officer
Stock Purchase Agreement - 5 -
