EXHIBIT 10.3
PLAN OF EXCHANGE AND ACQUISITION AGREEMENT
BY AND BETWEEN
SILVERCREST INTERNATIONAL AND
I/OMAGIC CORPORATION, A CALIFORNIA CORPORATION
DATED MARCH 8, 1996
PLAN OF EXCHANGE AND ACQUISITION AGREEMENT
THROUGH AN EXCHANGE BY
SILVERCREST INTERNATIONAL
OF ITS VOTING STOCK FOR
100% OF THE ISSUED AND OUTSTANDING SHARES OF
I/OMAGIC CORPORATION
SILVERCREST INTERNATIONAL, INC., a Nevada corporation, hereinafter
sometimes called "SCI" and I/OMAGIC CORPORATION, a California corporation,
hereinafter sometimes called "I/O" agree as follows:
ARTICLE I. PLAN OF EXCHANGE
Plan Adopted
Section 1.0.1. The parties agree to adopt this Plan of Exchange through
an exchange of stock hereto pursuant to a tax free exchange according to the
provisions of Section 368 of the Internal Revenue Code of 1986 as amended, and
other applicable provisions as follows:
(a) SILVERCREST INTERNATIONAL, agrees to change its
corporate name to "I/OMAGIC, INC."
(b) I/O will exchange 6,570,583 shares, which constitutes 100%
of its issued and outstanding shares of stock held by the beneficial owners of
I/O to SCI in exchange for 6,570,583 shares of investment common stock of SCI,
to be issued to the exchange beneficial owner(s).
(c) This Plan of Exchange and Acquisition Agreement will be
executed by those appointed with authority to do so at the earliest possible
date, but will be subject to the approval and ratification by a majority of
shareholders of record of SCI, or their assignees, which represent more than 50%
of the shares of SCI issued and outstanding entitled to vote pursuant to Nevada
State statute and the By-Laws of the corporation. Such vote may be given by
written consent of the shareholders of record or their assignees, according to
Nevada Revised Statutes.
(d) Upon said ratification of this Agreement by a majority of
SCI's stockholders, the execution thereof, and the completion of other terms and
conditions of this Agreement between the parties, and any other agreements
pertaining thereto, the current board of directors of SCI will resign, and a new
board of directors consisting of three (3) or more nominees as nominated by I/O,
will serve as directors, effective March 13, 1996.
Closing Date
Section 1.0.2. Subject to the conditions precedent set forth herein to
the obligations of the parties to consummate the transaction, this Plan of
Exchange and Acquisition Agreement shall be effective upon ratification by a
majority of shareholders, being more than 50%, and shall be effective as of
March 13, 1996, for purposes of simplifying and consolidating the financial
statements of SCI.
ARTICLE II. COVENANTS, REPRESENTATIONS
AND WARRANTIES OF I/O
Section 2.0.1. I/O is a corporation duly organized, validly existing
and in good standing under the laws of the State of California and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own all of its properties and assets and to carry on its business in all
material respects as it is now being conducted, including qualification to do
business as a foreign corporation in the states in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification and where failure to qualify would have a materially
adverse effect on I/O. The execution and delivery of this Agreement does not and
the consummation of the transactions contemplated by this Agreement, in
accordance with the terms hereof will not, violate any provision of I/O's
articles of incorporation or bylaws. I/O has taken all action required by law,
its articles of incorporation, its bylaws, or otherwise to authorize the
execution and delivery of this Agreement, except for obtaining the formal
approval of the I/O shareholder, if necessary. Except for such approval, I/O has
full power, authority and legal right and has taken all action required
by law, its articles of incorporation, bylaws and otherwise to consummate the
transactions herein contemplated.
Financial Statements
Section 2.0.2. I/O will supply to SCI, at the effective date of the
Acquisition, a certified audited financial statement prepared according to
Generally Acceptable Accounting Principles (GAAP), which will represent the
financial condition of I/O on a consolidated basis (post merger) between SCI and
I/O, which meet the accounting and disclosure standards of Securities and
Exchange Regulation SX, applied on a consistent basis, which will present fairly
the financial position of SCI at the date of the financial consolidation.
Activities Since Balance Sheet Date
Section 2.0.3. Except as previously disclosed to SCI, I/O has not:
(a) Sold, exchanged, or otherwise disposed of any of its
assets, contract rights, or any interest therein except as disclosed in the
letter of intent between the parties.
(b) Except in the ordinary course of business, entered into
any agreement or arrangement selling, exchanging, or otherwise disposing of any
of its assets or granting any preferential or other right to purchase any of its
assets or rights or requiring the consent of any party to the transfer and
assignment of such assets and rights.
(c) Discharged or satisfied any lien or encumbrance or paid
any obligation or liability, absolute or contingent, other than current
liabilities to be shown on its balance sheet, including non-current liabilities
so shown, which have become current by the passage of time, and current
liabilities incurred since that date in the ordinary course of business.
(d) Except current liabilities incurred or obligations under
contracts entered in the ordinary course of business, incurred or agreed to
incur any contractual obligation or liability, absolute or contingent.
(e) Issued any stock, bonds, or other corporate securities,
or any options with respect thereto.
(f) Except in the ordinary course of business, waived any
right of claim having value.
(g) Except to the extent consistent with past practice,
granted any increase in the compensation of, or paid any bonus to, any employee,
partner or principle.
(h) Declared or paid any dividends, or made, or agreed to
make, any other distribution to any officer or shareholder.
(i) Mortgaged or pledged or, except in the ordinary course of
business, subjected to lien, charge, or any other encumbrance of its assets,
tangible or intangible.
(j) Entered into any transaction or transactions the effect of
which, considered as a whole, would be to cause its net ownership in any of its
properties to be materially less than it was at the date of its Financial
Statement, as previously
disclosed.
(k) Sold, assigned, or transferred any patents, copyrights or
other intangible assets.
(l) Had any labor troubles other than routine grievance
matters, none of which is material.
(m) Enter in any transaction other than in the ordinary course
of business.
Compliance with Laws and Regulations
Section 2.0.4. I/O is in compliance with all laws, regulations, and orders
applicable to its business.
Agreement Does not Violate of Law or Instrument
Section 2.0.5. The execution and carrying out of this Agreement and
compliance with the provisions thereof by I/O will
not violate, with or without the giving of notice or passage of time, any
provision of law applicable to the SCI, and will not conflict with, or result in
the breach or termination of any provision of, or constitute of default under,
or result in the creation of any lien, charge, or encumbrance upon any of the
properties, pursuant to any corporate charter, By-Laws, indenture, mortgage,
deed of trust, or other agreements or instrument to which I/O is a party or by
which I/O or any of its properties may be bound.
Taxes
Section 2.0.6. I/O hereby warrants that all federal, state, county and
local taxes, other than current "ad valorem" taxes, if any, have been paid, and
I/O has filed all federal, state, county, and other local tax returns, which are
required to be filed.
Not in Default
Section 2.0.7. I/O has not received any notice of default and, to the
knowledge of any of its stockholders or principles, is not in default under:
(a) Any order, writ, injunction, or decree of any court or of
any commission or other administrative agency.
Litigation
Section 2.0.8. There is no litigation, proceeding, or governmental
investigation pending, or, to the knowledge of any of the officers or directors
of SCI, threatened, affecting SCI or any of its properties, or its rights to
execute this Agreement or to perform its obligations hereunder, nor do any of
such officers or directors know of any ground for which litigation, proceeding,
or investigation.
Insurance
Section 2.0.9. I/O now has in force liability and other insurance with
respect to its business, properties, products, the reinsurance of mortgages,
etc., and except in accordance with written approval of SCI pending the closing
date, will not change, increase or decrease any such insurance.
Character of Statements
Section 2.10. The information provided by I/O and its officers and
directors to SCI pursuant to this Agreement for use in any financial statement,
proxy statement or listing or rating application, does not and will not contain
any statement, which at the time and in the light of the circumstances under
which it is made, is false or misleading with respect to any material fact, and
does not and will not omit to state any material fact in order to make the
statements therein not false and misleading.
ARTICLE III.
RESERVED.
ARTICLE IV. COVENANTS, REPRESENTATIONS
AND WARRANTIES OF SCI
Legal Status
Section 4.0.1. SCI is a corporation duly organized under the laws of
the State of Nevada with corporate power to own property and carry on its
business as it is now being conducted. SCI represents that it is in good
standing in its State of domicile and that SCI will be responsible for any tax
liabilities or penalties due or incurred by SCI prior to the closing of this
transaction on or before March 7, 1996 (the effective date, subject to
shareholder ratification) and as a result will warrant to I/O that it will be in
compliance with the laws applicable to its business.
(a) FEDERAL TAXES. SCI has not filed any federal income tax
returns for a number of years inasmuch as SCI has either had no activity or
income to report, and has incurred losses from time to time. If it is
determined that it is necessary for SCI to file such returns then it will do
so.
(b) STATE TAXES AND FRANCHISE FEES. SCI has paid all
corporate franchise fees due to the State of Nevada through 1996 in order to
remain in good standing.
Capitalization and Outstanding Shares
Section 4.0.2. SCI currently has an authorized capital stock of
50,000,000 shares of single class common stock of $.01 par value. As of the date
of this Agreement 2,000,000 shares of common stock are validly issued and
outstanding, fully paid and non-assessable. The shareholders of SCI are not
entitled to cumulative voting in the election of directors.
Financial Statements
Section 4.0.3. SCI has supplied to I/O, a certified financial
statement, which was completed in accordance with GAAP reflecting no assets and
no known or asserted liabilities, encompassing the periods December 31, 1993,
1994 and 1995 and represents that there have been no substantial changes to its
financial statements since that date. Inasmuch as I/O board of directors will be
in control of SCI subsequent to the acquisition, it will be SCI's board as now
constituted who will have the responsibility to provide a consolidated audited
financial statement post merger of SCI and I/O in accordance with GAAP within 90
days after closing.
Activities Since Balance Sheet Date
Section 4.0.4. Except as previously disclosed to I/O, SCI has not:
(a) Suffered any change in the operations of its business.
(b) Except in the ordinary course of business, sold,
exchanged, or otherwise disposed of, or entered any agreement or arrangement to
sell, exchange, or otherwise dispose of, any asset, rights or any interest
therein, and SCI is not a party to or bound by any outstanding option, warrant,
right, call, commitment or other agreement or obligation to sell, issue, buy or
otherwise dispose of or acquire any shares of its capital stock or other
securities.
Litigation and Indemnification
Section 4.0.5. There are no actions or proceedings pending, or to the
knowledge of SCI, threatened against, by, or affecting the SCI in any court or
before any governmental agency, domestic or foreign, which, if decided adversely
to the SCI, would materially and adversely affect the condition or operations,
financial or otherwise of SCI, and SCI's current Board of Directors as now
constituted will agree by this agreement, to indemnify I/O and I/O's
shareholders against any litigation or asserted or contingent liability, which
may arise as a result of SCI's corporate activities prior to March 7, 1996.
Status of Shares Deliverable
Section 4.0.6. The shares of stock of SCI deliverable to I/O or I/O's
assignees pursuant to this Agreement, when issued and delivered as provided in
this Agreement, will be validly issued and outstanding shares of SCI, fully paid
and non-assessable, according to class, series and issue and privilege relating
to the same. Such shares if unregistered when deliverable will be restricted
shares under Rule 144 of the Securities Act of 1933, and bear a restrictive
legend reflecting the same.
Approval of Board
Section 4.0.7.
(a) The Board of Directors of SCI, has duly approved the
transactions contemplated hereby and has authorized the execution and delivery
of this Agreement by SCI, and the performance by SCI subject to ratification of
a majority of shareholders by written consent. (b) SCI has no knowledge that
either the execution or delivery of this Agreement or the consummation of the
transactions contemplated hereby or compliance with any of the provision hereof
will conflict with, result in a breach of any provision of, or constitute a
default (or an event, which with notice or lapse of time or both, would
constitute a default) under, or result in the creation of any lien, security
interest, charge or encumbrance upon any terms, conditions or provisions of
SCI's Articles of Incorporation, or under any agreement, other instrument or
obligation.
(c) Except as disclosed in this Agreement and the Exhibit
hereto, SCI does not know of any
(i) default (or event, which with notice or lapse of
time or both, would constitute a default) under any contract, note, mortgage,
loan agreement, lease, instrument or commitment, whether written or oral, to
which SCI is a party to or, which it is subject or under any governmental
license or permit or
(ii) breach of any provisions of its Articles of
Incorporation.
ARTICLE V. CONDUCT OF BUSINESS OF I/O
PENDING CLOSING
Preservation of and Access to
Information and Documents
Section 5.0.1. I/O will:
(a) Use its best efforts to perform all its obligations under
contracts relating to or affecting its assets and shareholder equity.
(b) Exercise all due diligence in safeguarding and maintaining
its assets, reports and data, in its possession and relating to contracts,
rights and current negotiations pertaining to the same.
(c) Confer with SCI regarding all significant developments and
transactions relating to its business and give to SCI full access at any time to
all properties, books, tax returns, partnership agreements, contracts, and
documents of SCI.
(d) Permit SCI and its representatives to examine such
agreements and records as they relate to SCI's
business as SCI may request.
Submission to Shareholders and Principals
Section 5.0.2. I/O will submit to its stockholders, if necessary,
partners or principles, for their approval, this Agreement and the assignment
and plan of distribution contemplated by Section 1.0.1. hereof. I/O shall use
its best efforts to cause the approval of the same and to adopt this Agreement
and said plan of distribution.
Satisfy Conditions Precedent
Section 5.0.3. I/O will use its best efforts to cause the satisfaction
of all conditions precedent contained in this Agreement.
ARTICLE VI. CONDUCT OF BUSINESS OF SCI
PENDING CLOSING
Carry on Business as Usual
Section 6.0.1. SCI will carry on business as usual until such time as
this agreement is executed, then upon the consummation of the Plan of Exchange
and ratification by a majority of shareholders of SCI, SCI will operate the
business of I/O as described in Article II, section 2.0.2., herein.
Satisfy Conditions Precedent
Section 6.0.2. Except with the prior written consent of I/O, SCI will
not declare or pay any dividend, or declare or make any other distribution to
its shareholders.
ARTICLE VII. CONSUMMATION OF TRANSACTION
Consideration of I/O & SCI
Section 7.0.1. The consideration between I/O and SCI, SCI as described
herein, will be delivered by an exchange of stock between the parties as
described in Article I, Section 1.0.1., in exchange for SCI's interests upon
such conveyance, the execution of this agreement, and completions of the
exchange as herein contemplated.
(a) SCI shall not assume nor be responsible for any of the
following items:
(i) Fees, costs and expenses incurred by I/O in
carrying out the Plan of Exchange and Acquisition Agreement.
(ii) Any liability of I/O to its shareholders or
principals, whether or not arising from this Plan
of Exchange and Acquisition Agreement.
(iii) Any taxes imposed upon I/O by reason of the Plan
of Exchange and Acquisition Agreement.
(iv) Any liability or obligation of I/O with respect to
taxes, assessments, or other governmental charge for periods prior to March 7,
1996, or any other liability not agreed to be assumed by SCI by previous
written agreement.
Delivery of Shares to SCI
Section 7.0.3.
(a) Promptly after the closing date, SCI shall proceed with
due diligence to deliver the shares of common stock of SCI to I/O or assignees;
(b) I/O shall proceed promptly after the closing date to
prepare and file all income tax returns and reports required under applicable
law, state or federal, if not already completed, covering all periods prior to
the closing date for which tax returns and reports have not previously been
filed, if required.
ARTICLE VIII. INTERPRETATION AND ENFORCEMENT
Indemnification
Section 8.0.1.
(a) Each party hereto agrees to protect, defend, indemnify and
hold harmless the other party, its successors and assigns, against and in
respect of all loss, damage, or expense by any breach by such indemnify party of
any of its representations, warranties, covenants, or agreements contained
herein.
(b) I/O expressly agrees to indemnify and hold harmless the
SCI from any loss, damage, or expenses, including reasonable counsel fees
sustained or incurred by SCI by reason of any claim asserted against SCI to
discharge any liability or obligation of I/O not expressly assumed by SCI under
the terms hereof.
(c) Each party hereto will indemnify and hold harmless the
other party against and in respect of any claim for any consulting fee, stock or
stock option relative to this Agreement or to the transactions contemplated
hereby, based in any way on agreements, arrangements, or understanding claimed
to have been made by such party with any third party as described in Article
III, Section 3.0.2.
Specific Performance
Section 8.0.2. The Board of Directors as nominated by SCI, which shall
become SCI's newly elected Board of Directors shall be responsible to maintain
and keep current financial statements of SCI on an annual or quarterly basis in
order to maintain listing or other blue sky trading exemptions with Xxxxx'x
Investors' Service and Standard and Poors and as required by applicable
reporting requirements of the Securities and Exchange Commission Rule 15-C-211
or such other filing requirements of each individual state wherein the
securities of SCI may trade.
Survival of Covenants, Representations and Warranties
Section 8.0.3. All covenants, agreements, representations and
warranties made hereunder and in any documents or certificates delivered at the
closing shall be deemed to be material and to have been relied upon by SCI and
SCI, notwithstanding any investigation made by SCI or I/O or on their respective
behalf, and shall survive the closing.
Assignment
Section 8.0.4. Except with the written consent of the other party, the
rights and obligations under this Agreement shall not be assignable by either
party. Nothing herein expressed or implied is intended to confer upon any
person, other than the parties hereto or their respective successors, assigns,
heirs and legal representatives, any rights, remedies, or liabilities under or
by reason of this Agreement.
Notices
Section 8.0.5. Any notice or other communication required or
permitted hereunder shall be deemed to be properly given when deposited in
the United States mail for transmittal by certified or registered mail,
postage prepaid, or when deposited with public telegraph company for
transmittal, charges prepaid, if such communication is addressed:
(a) In the case of SCI: I/OMagic Corporation, 0000 Xxxxxxxx,
Xx. 000, Xxxxxx, XX 00000, or to such other address as I/O may from time to time
furnish to SCI for that purpose.
(b) In the case of I/O: Silvercrest International, Inc., 0000
Xxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000, XXX or to such other address as SCI may
from time to time furnish to I/O for that purpose.
Entire Agreement Counterparts
Section 8.0.6. This instrument between the Parties, and the exhibits
attached hereto contain the entire Agreement between the parties with respect to
the transaction contemplated hereby. It may be executed in any number of
counterparts, each of which shall be deemed an original, but such counterparts
together constitute only one and the same instrument.
Controlling Law
Section 8.0.7. The validity, interpretation, and performance of this
Agreement shall be controlled by and construed under the laws of the State of
Nevada, within the venue and jurisdiction of Xxxxx County, Nevada.
In accordance with the Uniform Commercial Code a fax copy of this
instrument shall be same as an original.
This Plan of Reorganization and Acquisition Agreement is agreed and
executed by and between the parties on March 8, 1996.
SILVERCREST INTERNATIONAL, INC. I/OMAGIC CORPORATION
BY: /s/ XXXXXX X. XXXXXX BY: /s/ XXXX XXXXXXX
--------------------- ------------------------------
Xxxxxx X. Xxxxxx, Xxxx Xxxxxxx, on authority of
Its President Board of Directors
MINUTES OF
A
SPECIAL MEETING OF SHAREHOLDERS
OF
SILVERCREST INTERNATIONAL, INC.
(the "Corporation")
A Special Meeting of Shareholders of the Corporation, who hold stock,
which is validly issued and outstanding on the books of the Corporation, was
held at the offices of the Corporation, 0000 Xxxxxxxx Xxxxx, Xxx Xxxxx, XX
00000, at the hour of 9:00 AM, on March 11, 1996. Pursuant to NRS 78.320 and
other applicable statutes regarding matters to be voted upon, such shareholders
appointed Xxxxxx X. Xxxxxx with full power of substitution, as attorney and
proxy to appear and vote all of the shares of stock of the Corporation validly
issued and outstanding in their names, to be voted at said Special Meeting of
Shareholders.
The meeting was called to order by Xxxxxx X. Xxxxxx who chaired the
meeting and who represented persons voting by proxy, and Xxxxx Xxxxx, was asked
to act as secretary for the meeting. The Chairman of the meeting then reported
that there were sufficient proxies representing more than 50% of the voting
power of the Corporation through shares validly issued entitled to vote
necessary to constitute a quorum.
1. The Chairman announced on March 8, 1996 the Corporation had entered
an agreement to acquire 100% of the issued and outstanding shares of I/OMagic
Corporation ("I/O") (or 6,570,583 common shares), a California corporation,
for and in consideration of 6,570,583 million shares of the Corporation's
restricted common stock. He further stated that the members of the Board of
Directors had informally discussed this acquisition and they all agreed it
was in the Corporation's interest to conclude this agreement with the various
shareholders of I/O.
2. The Chairman stated that as part of the acquisition of I/O the name
of the corporation would be changed to I/OMAGIC CORPORATION, to be effective
on the date the necessary documents are filed with the Secretary of State,
Nevada.
3. To reverse split all issued and outstanding common shares of the
corporation on a basis of 1:3.2, meaning for each 3.2 shares currently issued
and outstanding pre-reverse split, such shall equal one share post-reverse
split. All fractional shares shall be rounded up to equal one whole share.
Said reverse split of shares to be effective the 13th day of March, 1996, but
said shares shall begin to be quoted with bid and ask quotations reflecting,
said reverse upon notification to the Cuspic Service Bureau of Standard and
Poors Corporation, as well as the National Quotation Bureau ("NBQ") on March
14, 1996.
4. The Special Meeting of Shareholders then nominated Xxxx Xxxxxxx;
Xxxx Xxxxxxx and Xxxxxx Xxxxxx, to serve as directors of the Corporation for
the ensuing year effective at 12:01 AM March 13, 1996.
5. The Chairman requested that with the nomination of the new
Directors, which are I/O Directors, as provided in the I/O acquisition
agreement, that the current Directors be removed from office. The Special
Meeting of Shareholders then removed, as Directors of the Corporation: Xxxxxx
X. Xxxxxx; Xxxxx Xxxxx and Xxxx X. Xxxxxx, to be effective at 12 midnight
March 12, 1996.
There being 2,000,000 shares validly issued and outstanding entitled to
vote, upon completion of the discussion and upon motion duly made, seconded and
carried, a vote was then taken to approve and ratify the actions taken and
further actions and plans to be taken by the Board of Directors as stated in
items 1 through 5, as presented above.
A tally of the votes for the items stated above were tallied, there
being 2,000,000 common shares validly issued and outstanding entitled to vote,
there were 2,000,000, which constitutes 100.00% voting in the affirmative either
in person or by proxy for items 1 through 4 and 0 NAYS, there being a majority,
which voted in the affirmative for the above items, and there being no other
business to properly come before the meeting, the meeting was then adjourned.
Dated this 11th day of March, 1996.
/S/ XXXXX XXXXX
--------------------------
Xxxxx Xxxxx, Secretary for
the Meeting
I , Xxxxxx X. Xxxxxx, Chairman of the Meeting, do hereby swear and
affirm that said minutes of the Special Meeting of Shareholders are true and
accurate as signed by the Secretary for the Meeting of Shareholders.
Dated this 11th day of March, 1996.
/s/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx, Chairman of
the Meeting
WAIVER OF NOTICE OF AND SPECIAL MEETING OF
BOARD OF DIRECTORS
OF
SILVERCREST INTERNATIONAL, INC.
(the "Corporation")
The undersigned, being Directors of the Corporation, hereby agree and consent
that a Special Meeting of the Board of Directors of the Corporation be held on
March 12, 1996 at 11:00 O'clock AM, and at 0000 Xxxxxxxx Xxxxx, Xxx Xxxxx, XX
00000, and do hereby waive all notice whatsoever of such meeting and of any
adjournment or adjournments thereof.
There were present the following, in person or telephonically:
Xxxxxx X. Xxxxxx
Xxxxx Xxxxx
Xxxx X. Xxxxxx
being the Directors of the Corporation.
The meeting was called to order by Xxxxxx X. Xxxxxx. It was moved, seconded and
unanimously carried that:
Xxxxxx X. Xxxxxx act as Temporary Chairman and Xxxxx Xxxxx act as temporary
Secretary.
The temporary chairman stated that on March 8, 1996 a Special Meeting of the
Majority of Stockholders was held and a majority of shareholders voted to ratify
and approved the following actions:
1. The Plan of Exchange and Acquisition Agreement dated March 6, 1996
between the Corporation and I/OMagic Corporation ("I/O"), a California
corporation, to acquire 100% of the issued and outstanding shares of I/O (or
6,570,583 common shares) for and in consideration of 6,570,583 million shares
of the Corporation's restricted common stock.
2. The Shareholders approved a name change to the Corporation to
I/OMagic Corporation, to be effective on the date the necessary documents are
filed with the Nevada Secretary of State.
3. The Shareholders approved a reverse split all issued and outstanding
common shares of the corporation on a basis of 1:3.2, meaning for each 3.2
shares currently issued and outstanding pre-reverse split, such shall equal
one share post-reverse split.
4. The Special Meeting of Shareholders nominated Xxxx Xxxxxxx, Xxxx
Xxxxxxx and Xxxxxx Xxxxxx to serve as directors of the Corporation for the
ensuing year effective at 12:01 AM March 13, 1996.
5. The Special Meeting of Shareholders then removed, as directors of
the Corporation, Xxxxxx X. Xxxxxx, Xxxxx Xxxxx and Xxxx X. Xxxxxx, to be
effective at 12 midnight March 12, 1996.
Upon motion duly made, seconded and unanimously carried it was
RESOLVED, that a copy of the Minutes of a Special Meeting of the
Stockholders be inserted in the Minute Book of the Corporation.
Upon motion duly made, seconded and unanimously carried it was
RESOLVED to reverse split all issued and outstanding common shares
of the corporation on a basis of 1:3.2, meaning for each 3.2
shares currently issued and outstanding pre-reverse split,
such shall equal one share postreverse split. All fractional
shares shall be rounded up to equal one whole share. Said
reverse split of shares to be effective this 7th day of
March, 1996, but said shares shall begin to be quoted with
bid and ask quotations reflecting, said reverse upon
notification to the Cuspic Service Bureau of Standard and Poors
Corporation, as well as the National Quotation Bureau ("NBQ") on
Monday, March 13, 1996. The Corporation shall immediately
notify its stock transfer agent and instruct it to reverse the
Corporation's common shares based on this Resolution.
The temporary chairman then stated under the Plan of Exchange and Acquisition
Agreement between the Corporation and I/O is to
acquire 100% of the issued and outstanding shares of I/O in exchange for
6,570,583 restricted common shares of the Corporation. An agent of I/O has
provided a listing of individuals and/or entities and the number of restricted
common shares each shall receive. Upon motion duly made, seconded and
unanimously carried, it was
RESOLVED, that the Plan of Exchange and Acquisition Agreement between
the Corporation and I/O submitted to the meeting be, and the same is,
hereby approved and accepted by Corporation, and that a copy thereof be
placed in the Minute Book of the Corporation.
RESOLVED FURTHER, that the name of the Corporation be changed to
I/OMAGIC CORPORATION.
RESOLVED FURTHER, that the Corporation instruct its Transfer Agent to
issue 6,570,583 restricted Common Shares, effective March 13, 1996 to
the following individuals and/or entities, with the number of shares
issued to each be placed at the side of their names, as set forth in
Exhibit "A" attached hereto and made a part
hereof.
There being no further business to come before the meeting, upon motion duly
made, seconded and unanimously carried it was adjourned.
/s/ XXXXX XXXXX
---------------
Xxxxx Xxxxx
Attest:
Board of Directors:
/s/ XXXXXX X. XXXXXX
---------------------
Xxxxxx X. Xxxxxx,
Chairman/President
WAIVER OF NOTICE OF AND SPECIAL MEETING OF
BOARD OF DIRECTORS
OF
SILVERCREST INTERNATIONAL, INC.
(the "Corporation")
The undersigned, being Directors of the Corporation, hereby agree and consent
that a Special Meeting of the Board of Directors of the Corporation be held on
March 13, 1996 at 11:00 O'clock AM, and at 0000 Xxxxxxxx, Xx. 000, Xxxxxx, XX
00000, as designated hereunder, and do hereby waive all notice whatsoever of
such meeting and of any adjournment or adjournments thereof.
There were present the following, in person or telephonically:
Xxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxx Xxxxxx
being the Directors of the Corporation.
The meeting was called to order by Xxxx Xxxxxxx. It was moved, seconded and
unanimously carried that:
Xxxx Xxxxxxx act as Temporary Chairman and Xxxxxx Xxxxxx act as
Temporary Secretary.
The temporary chairman stated that on March 11, 1996 a Special Meeting of the
Majority of Stockholders was held and Messrs. Xxxxxxx, Xxxxxxx and Xxxxxx were
elected as Directors of the Corporation.
The meeting then proceeded to the election of officers. Upon nominations duly
made and seconded, the following were elected officers of the Corporation, to
serve for the ensuing year and until their successors are elected and qualify:
President: Xxxx Xxxxxxx
Vice President and Director of Engineering: Xxxx Xxxxxxx
Secretary-Treasurer and Chief Financial Officer: Xxxxxx Xxxxxx
The President of the Corporation then assumed the Chair and the Secretary then
assumed the duties of Secretary.
The Chair then stated that from an operational standpoint the
principal place of business of the Corporation should be changed. Upon
motion duly made it was moved, seconded and unanimously
RESOLVED, that the principal place of business of the Corporation is
0000 Xxxxxxxx, Xx. 000, Xxxxxx, Xxxxxxxxxx 00000.
There being no further business to come before the meeting, upon motion duly
made, seconded and unanimously carried it was adjourned.
/s/ XXXXXX XXXXXX
------------------
Xxxxxx Xxxxxx,
Temporary Secretary
Attest: Board of Directors:
/s/ XXXX XXXXXXX
-----------------------
Xxxx Xxxxxxx, President
Chief Executive Officer and
Chairman of the Board of Directors
