EXHIBIT 1.1
CAPITAL STOCK PURCHASE AGREEMENT
This Capital Stock Purchase Agreement (the "Agreement") is made and
entered into on January 11, 2002, by and among Xxxxxxx X. Xxxxxx,
and assigns (the "Buyer"), Teldar Financial, Inc., a Delaware
corporation ("Teldar"), and Dotcom Internet Ventures Ltd.
("Shareholder").
1. THE ACQUISITION.
1.1 Purchase and Sale Subject to the Terms and Conditions of
this Agreement. At the Closing to be held as provided in Section 2,
Shareholder shall sell 5,000,000 shares (the "Teldar Shares") of
the common stock of Teldar to the Buyer hereto and the Buyer shall
purchase the Teldar Shares from Shareholder, free and clear of all
Encumbrances other than restrictions imposed by Federal and State
securities laws.
1.2 Purchase Price. At the Closing, the Buyer shall pay an
aggregate total of $25,000 (the "Purchase Price") in consideration
for the Teldar Shares to Shareholder by cashier's check made payable
to the order of the Shareholder.
2. THE CLOSING.
2.1 Place and Time. The closing of the sale of the Teldar
Shares for the Purchase Price (the "Closing") shall take place at
Teldar's office at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX
00000 no later than the close of business (Philadelphia County,
Philadelphia time) on or before January 18, 2002 or at such other
place, date and time as the parties hereto may agree in writing.
2.2 Deliveries by Shareholder. At the Closing, Shareholder
shall deliver the following to the Buyer:
a. Certificates representing the Teldar Shares, duly
endorsed for transfer to the Buyer and accompanied by
appropriate stock powers, or Certificates representing the
Teldar Shares reissued in the name of Buyer.
b. The documents contemplated by Section 3.
c. All other documents, instruments and writings required
by this Agreement to be delivered by Shareholder at the
Closing and any other documents or records relating to
Teldar's business reasonably requested by the Buyer in
connection with this Agreement.
2.3 Deliveries by Buyer. At the Closing, the Buyer shall
deliver the following to Shareholder:
a. The Purchase Price by cashier's check made payable to
the order of the Shareholder.
b. The documents contemplated by Section 4.
c. All other documents, instruments and writings required
by this Agreement to be delivered by the Buyer at the
Closing.
3. CONDITIONS TO THE BUYER'S OBLIGATIONS.
The obligations of the Buyer to effect the Closing shall be
subject to the satisfaction at or prior to the Closing of the
following conditions, any one or more of which may be waived by the
Buyer:
3.1 No Injunction. There shall not be in effect any injunction,
order or decree of a court of competent jurisdiction that prevents
the consummation of the transactions contemplated by this Agreement,
that prohibits the Buyer's acquisition of the Teldar Shares or that
will require any divestiture as a result of the Buyer's acquisition
of the Teldar Shares or that will require all or any part of the
business of Teldar to be held separate and no litigation or
proceedings seeking the issuance of such an injunction, order or
decree or seeking to impose substantial penalties on Teldar or the
Buyer if this Agreement is consummated shall be pending.
3.2 Representations, Warranties and Agreements. (a) The
representations and warranties of Shareholder and Teldar set forth
in this Agreement shall be true and complete in all material
respects as of the Closing Date as though made at such time, and (b)
Shareholder and Teldar shall have performed and complied in all
material respects with the agreements contained in this Agreement
required to be performed and complied with by them at or prior to
the Closing.
3.3 Regulatory Approvals. All licenses, authorizations,
consents, orders and regulatory approvals of Governmental Bodies
necessary for the consummation of the Buyer's acquisition of the
Teldar Shares shall have been obtained and shall be in full force
and effect.
3.4 Resignations of Director. Effective on the Closing Date,
all of the officers and directors shall have resigned as an officer,
director and employee of Teldar. The Buyer understands that such
resignations may require a filing in accordance with Rule 14f-1 of
the Exchange Act.
4. CONDITIONS TO SHAREHOLDER AND TELDAR'S OBLIGATIONS.
The obligations of Shareholder and Teldar to effect the Closing
shall be subject to the satisfaction at or prior to the Closing of
the following conditions, any one or more of which may be waived by
Shareholder and Teldar:
4.1 No Injunction. There shall not be in effect any
injunction, order or decree of a court of competent jurisdiction
that prevents the consummation of the transactions contemplated by
this Agreement, that prohibits the Buyer's acquisition of the Teldar
Shares or that will require any divestiture as a result of the
Buyer's acquisition of the Teldar Shares or that will require all or
any part of the business of Teldar to be held separate and no
litigation or proceedings seeking the issuance of such an
injunction, order or decree or seeking to impose substantial
penalties on Teldar or the Buyer if this Agreement is consummated
shall be pending.
4.2 Representations, Warranties and Agreements. (a) The
representations and warranties of the Buyer set forth in this
Agreement shall be true and complete in all material respects as of
the Closing Date as though made at such time, and (b) the Buyer
shall have performed and complied in all material respects with the
agreements contained in this Agreement required to be performed and
complied with by it at or prior to the Closing.
4.3 Regulatory Approvals. All licenses, authorizations,
consents, orders and regulatory approvals of Governmental Bodies
necessary for the consummation of the Buyer's acquisition of the
Teldar Shares shall have been obtained and shall be in full force
and effect.
5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER AND
TELDAR.
Shareholder and Teldar each hereby jointly and severally
represents and warrants to the Buyer that:
5.1 Authorization. This Agreement has been duly and validly
authorized, executed and delivered by Shareholder and Teldar and
constitutes a valid and binding obligation of Shareholder and
Teldar, enforceable against it or one another in accordance with its
terms.
5.2 Organization, Good Standing, Power, etc. Teldar (a) is and
has been throughout its corporate existence, a corporation duly
incorporated, validly existing and in good standing under the laws
of the State of Delaware; (b) is and has been throughout its
corporate existence, duly qualified to do business and is currently
in good standing in each United States jurisdiction in which the
nature of the business conducted by it and the property owned by it
makes such qualification necessary; and (c) has all requisite
corporate power and authority to execute, deliver and perform this
Agreement and consummate the transactions contemplated hereby.
5.3 Capitalization. The authorized capital stock of Teldar
consists of 100,000,000 authorized shares of common stock, par value
$.0001, and 20,000,000 preferred shares, par value $.0001, of which
5,000,000 common shares and no preferred shares are presently issued
and outstanding. All shares issued and outstanding have been duly
authorized, validly issued and are fully paid and nonassessable. As
of the Closing Date, there will not be outstanding any warrants,
options or other agreements on the part of Teldar obligating Teldar
to issue any additional shares of common or preferred stock or to
convert any security or obligation into any shares of its capital
stock, nor to convert any of its securities of any kind.
5.4 Ownership of Teldar Shares. The delivery of certificates to
the Buyer provided in Section 2.2 will result in the Buyer's
immediate acquisition of record and beneficial ownership of the
Teldar Shares, free and clear of all Encumbrances subject to
applicable State and Federal securities laws. The number of Teldar
Shares required for issuance are duly authorized and reserved for
issuance and, when issued, paid for and delivered as contemplated by
this Agreement, will be validly issued, fully paid and nonassessable.
5.5 Investments in Others. Teldar is not, directly or
indirectly, a shareholder of, has no equity investments in and does
not control any corporation, partnership or other entity and Teldar
does not conduct any part of its business obligations through any
subsidiaries or through any other entity in which it has an equity
investment or which it directly or indirectly controls.
5.6 Agreements Relating to Capital Stock. There are no
agreements among Shareholder with respect to the voting of five
percent (5%) or more of Teldar's outstanding shares on any matter.
Teldar is not a party to any agreement nor has it taken any action
involving any limitations on the voting rights to acquire its shares.
5.7 Minute Books. The Teldar minute books accurately reflect
all material corporate action of its Shareholder and Board of
Directors.
5.8 Consents and Approvals of Governmental Authorities. Except
with respect to applicable State and Federal securities laws, to the
best of Shareholder and Teldar's knowledge and belief no consent,
approval or authorization of, or declaration, filing or registration
with, any Governmental Body is required to be made or obtained by
Teldar or any of its Subsidiaries in connection with the execution,
delivery and performance of this Agreement by Teldar or the
consummation of the sale of the Teldar Shares to the Buyer.
5.9 Financial Statements. Teldar has delivered to Buyer the
balance sheet of Teldar as of April 13, 2001, and statements of
income and changes in financial position for the periods then ended
and the period from inception to the period then ended, together
with the report thereon of Teldar's independent accountant (the
"Teldar Financial Statements"). To the best of Teldar's knowledge
and belief the Teldar Financial Statements are accurate and complete
in accordance with generally accepted accounting principles.
5.10 Litigation. To the best of Shareholder and Teldar's
knowledge and belief, there is no action, suit, inquiry, proceeding
or investigation by or before any court or Governmental Body pending
or threatened in writing against or involving Teldar which is likely
to have a material adverse effect on the business or financial
condition of Teldar and its Subsidiaries, taken as whole. To the
best of Shareholder and Teldar's knowledge and belief, Teldar is not
subject to any judgment, order or decree that is likely to have a
material adverse effect on the business or financial condition of
Teldar.
5.11 Absence of Certain Changes. To the best of Shareholder and
Teldar's knowledge and belief, since the date of the Teldar
Financial Statements, Teldar has not:
a. suffered the damage or destruction of any of its
properties or assets (whether or not covered by insurance)
which is materially adverse to the business or financial
condition of Teldar or made any disposition of any of its
material properties or assets other than in the ordinary
course of business;
b. made any change or amendment in its certificate of
incorporation or by-laws, or other governing instruments
and the aforesaid certificate of incorporation and by-laws
of Teldar are in full force and effect;
c. violated any of the provisions of its certificate of
incorporation and by-laws;
d. organized any new Subsidiary or acquired any Equity
Securities of any Person or any equity or ownership
interest in any business;
e. borrowed any funds or incurred, or assumed or become
subject to, whether directly or by way of guarantee or
otherwise, any obligation or liability with respect to any
such indebtedness for borrowed money;
f. paid, discharged or satisfied any material claim,
liability or obligation (absolute, accrued, contingent or
otherwise), other than in the ordinary course of business;
g. prepaid any material obligation having a maturity of
more than 90 days from the date such obligation was issued
or incurred;
h. canceled any material debts or waived any material
claims or rights, except in the ordinary course of business;
i. disposed of or permitted to lapse any rights to the use
of any material patent or registered trademark or
copyright or other intellectual property owned or used by it;
j. granted any general increase in the compensation of
officers or employees (including any such increase
pursuant to any employee benefit plan);
k. purchased or entered into any contract or commitment to
purchase any material quantity of raw materials or
supplies, or sold or entered into any contract or
commitment to sell any material quantity of property or
assets, except (i) normal contracts or commitments for the
purchase of, and normal purchases of, raw materials or
supplies, made in the ordinary course business, (ii)
normal contracts or commitments for the sale of, and
normal sales of, inventory in the ordinary course of
business, and (iii) other contracts, commitments,
purchases or sales in the ordinary course of business;
l. made any capital expenditures or additions to property,
plant or equipment or acquired any other property or
assets (other than raw materials and supplies) at a cost
in excess of $100,000 in the aggregate;
m. written off or been required to write off any notes or
accounts receivable in an aggregate amount in excess of
$2,000;
n. written down or been required to write down any
inventory in an aggregate amount in excess of $ 2,000;
o. entered into any collective bargaining or union
contract or agreement; or
p. other than the ordinary course of business, incurred
any liability required by generally accepted accounting
principles to be reflected on a balance sheet and material
to the business or financial condition of Teldar.
5.12 No Material Adverse Change. To the best of Shareholder and
Teldar's knowledge and belief, since the date of the Teldar
Financial Statements, there has not been any material adverse change
in the business or financial condition of Teldar.
5.13 Brokers or Finders. Shareholder and Teldar has not
employed any broker or finder or incurred any liability for any
brokerage or finder's fees or commissions or similar payments in
connection with the sale of the Teldar Shares to the Buyers.
5.14 Disclosures. Buyer has been informed of all matters
concerning or relating to Teldar and Shareholder or its affairs,
assets and business which are or could be deemed material to making
an informed judgment as to whether to enter into this Agreement.
5.15 Survival of Representations and Warranties. These
representations and warranties (a) shall be deemed made again at and
as of the Closing herein and (b) shall survive the Closing, except
for any action specifically required to be taken prior thereto in
fulfillment of this Agreement.
Shareholder waives all rights and claims against Teldar for
breach by Teldar of any of its aforesaid representations and
warranties.
6. REPRESENTATIONS AND WARRANTIES OF THE BUYER.
The Buyer represents and warrants to Shareholder and Teldar that:
6.1 Binding Effect. This Agreement constitutes a valid and
binding obligation of the Buyer, enforceable against Buyer in
accordance with its terms.
6.2 Consents and Approvals of Governmental Authorities. No
consent, approval or authorization of, or declaration, filing or
registration with, any Governmental Body is required to be made or
obtained by the Buyer in connection with the execution, delivery and
performance of this Agreement by the Buyer or the consummation of
the sale of the Teldar Shares to the Buyer.
6.3 Other Consents. No consent of any Person is required to be
obtained by the Buyer to the execution, delivery and performance of
this Agreement or the consummation of the sale of the Teldar Shares
to the Buyer.
6.4 Manner of Sale. At no time was Buyer presented with or
solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation
or advertising.
6.5 Brokers or Finders. The Buyer has not employed any broker
or finder or incurred any liability for any brokerage or finder's
fees or commissions or similar payments in connection with the sale
of the Teldar Shares to the Buyer.
6.6 Purchase for Investment. The Buyer is purchasing the Teldar
Shares solely for his own account for the purpose of investment and
not with a view to, or for sale in connection with, any distribution
of any portion thereof in violation of any applicable securities law.
7. FILINGS WITH GOVERNMENTAL AUTHORITIES
7.1 Regulatory Matters. Shareholder, Buyer and Teldar shall (a)
file with applicable regulatory authorities any applications and
related documents required to be filed by them in order to
consummate the contemplated transaction and (b) cooperate with each
other as they may reasonably request in connection with the foregoing.
8. DEFINITIONS.
As used in this Agreement, the following terms have the
meanings specified or referred to in this Section 8.
8.1 "Business Day" - Any day that is not a Saturday or Sunday
or a day on which banks located in the City of New York are
authorized or required to be closed.
8.2 "Code" - The Internal Revenue Code of 1986, as amended.
8.3 "Encumbrances" - Any security interest, mortgage, lien,
charge, adverse claim or restriction of any kind, including, but not
limited to, any restriction on the use, voting, transfer, receipt of
income or other exercise of any attributes of ownership, other than
a restriction on transfer arising under Federal or state securities
laws.
8.4 "Equity Securities" - See Rule 3a-11-1 under the Securities
Exchange Act of 1934.
8.5 "ERISA" - The Employee Retirement Income Security Act of
1974, as amended.
8.6 "Governmental Body" - Any domestic or foreign national,
state or municipal or other local government or multi-national body
(including, but not limited to, the European Economic Community),
any subdivision, agency, commission or authority thereof.
8.7 "Knowledge" - Actual knowledge, after reasonable
investigation.
8.8 "Person" - Any individual, corporation, partnership, joint
venture, trust, association, unincorporated organization, other
entity, or Governmental Body.
8.9 "Subsidiary" - With respect to any Person, any corporation
of which securities having the power to elect a majority of that
corporation's Board of Directors (other than securities having that
power only upon the happening of a contingency that has not
occurred) are held by such Person or one or more of its Subsidiaries.
9. NOTICES.
All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be deemed to have
been duly given when (a) delivered by hand, (b) sent by telex or
facsimile (with receipt confirmed), provided that a copy is mailed
by registered mail, return receipt requested, or (c) received by the
delivery service (receipt requested), in each case to the
appropriate addresses, telex numbers and facsimile numbers set forth
below (or to such other addresses, telex numbers and facsimile
numbers as a party may designate as to itself by notice to the other
parties).
(a) If to the Buyer:
Xxxxxxx X. Xxxxxx
0 Xxxx 000xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile (000) 000-0000
(b) If to Teldar:
Teldar Financial, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx #000
Xxxxxxxxxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Xxxxxxx Xxx, President
(c) If to Shareholder:
Dotcom Internet Ventures Ltd.
0000 Xxxxxxxx Xxxxxx, Xxxxx #000
Xxxxxxxxxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Xxxxxxx Xxx, President
10. TERMINATION OF AGREEMENTS WITH SHAREHOLDER.
On the signing of this Agreement, via a duly executed Mutual
Termination Agreement, dated January 11, 2002, Teldar canceled its
agreement, dated April 10, 2001, with Shareholder, which provided
for Shareholder to locate business transaction candidates for
Teldar, and a Shareholder Agreement, of even date, with Shareholder.
11. INDEMNIFICATION AND RESCISSION.
11.1. Teldar and Shareholder hereby undertake and agree, jointly and
severally, for the four-year period following the Closing, to
indemnify and hold the Buyer harmless from and against and in
respect of (a) any damage or loss to the Buyer resulting from the
inaccuracy on the date hereof or on the Closing of any of the
representations and warranties contained herein;(b) any liability
(absolute or contingent) which is not shown on the Financial
Statements which should be shown contemporaneously thereon in
accordance with generally accepted accounting principles; (c) any
obligation or liability arising from the failure of Teldar to
discharge any duty or perform any obligation required of it or
because of any default by Teldar under any agreement, lease,
contract, commitment, instrument or obligation to which it is a
party, in any case arising from or based on actions or failures to
act by Teldar occurring on or before the Closing, or ; (d) any
liability arising from violations by Teldar of any federal, state,
or local law, ordinance, regulation, rule or order on or before the
Closing.
11.2. Teldar and Shareholder hereby grant the Buyer the right to
rescind the purchase of the Teldar Shares for just cause shown, and
Teldar and Shareholder hereby undertake to repay to Buyer any and
all sums paid by Buyer to them for said purchase, together with
interest thereon at the rate hereinafter established and paid by the
Chase Bank for 12-month Certificates of Deposit on the date of
rescission in the event of any breach of any representation or
warranty of Teldar appearing in this Agreement. Said right of
rescission shall remain in full force and effect for a period of one
year after the date of Closing, and shall be in addition to any
other rights or remedies available to Buyer against Teldar or
Shareholder.
12. MISCELLANEOUS.
12.1 Expenses. Each party shall bear its own expenses incident to
the preparation, negotiation, execution and delivery of this
Agreement and the performance of its obligations hereunder.
12.2 Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the
interpretation of this agreement.
12.3 No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be
considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement. Any waiver must be in writing.
12.4 Exclusive Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior
agreements, understandings and arrangements, oral or written, among
and between the parties with respect to its subject matter hereof.
12.5 Amendments. This Agreement may not be modified or amended
except by an instrument in writing signed by the party against whom
enforcement of any such modification or amendment is sought.
12.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all
of which together shall constitute the same instrument.
12.7 Governing Law, Venue. This Agreement and (unless otherwise
provided) all amendments hereof and waivers and consents hereunder
shall be governed by the internal law of the State of Pennsylvania,
without regard to the conflicts of law principles thereof. Venue for
any cause of action brought to enforce any part of this Agreement
shall be in Pennsylvania.
12.8 Arbitration. All controversies which may arise between the
parties relating to this Agreement shall be determined by submission
before an arbitrator as selected by the arbitration facilities of
the American Arbitration Association. Any arbitration proceeding
commenced as a result of a dispute arising under this Agreement
shall be conducted in the State of Pennsylvania, pursuant to the
laws of Pennsylvania. This Agreement shall be construed and
enforced in accordance with the Laws of the State of Pennsylvania,
and the initiating party agrees to submit to the jurisdiction of
Pennsylvania, which shall be the sole tribunal in which any party
may initiate an action. Any court of competent jurisdiction may
enforce judgment upon any award for compensatory damages. The
parties to this Agreement intend to submit to arbitration any
dispute or controversy arising out of this Agreement, and such
submission shall be an express condition precedent to any legal or
equitable action or proceeding of any nature. The cost of any
arbitration, which shall include forum fees and attorney fees, shall
be paid to the prevailing party by the other party, in an amount to
be determined by the arbitrators.
12.9 Assignment and Binding Effect. This Agreement is personal in
nature and none of the parties hereto shall, without the written
consent of the others, assign or transfer its rights or obligations
hereunder to another company or person, except as herein expressly
provided or permitted and except that Buyer may transfer all or any
portion of their rights or obligations hereunder to any of their
affiliates without prior written consent. Subject to the foregoing
provisions of this Section 12.9, this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their
respective successors and assigns.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly
authorized, and entered into as of the date first above written.
"THE BUYER"
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
------------------------------
By: Xxxxxxx X. Xxxxxx
"TELDAR"
TELDAR FINANCIAL, INC.
A Delaware Corporation
/s/ Xxxxxxx Xxx
------------------------------
By: Xxxxxxx Xxx, President
"SHAREHOLDER"
DOTCOM INTERNET VENTURES LTD.
A Delaware Corporation
/s/ Xxxxxxx Xxx
------------------------------
By: Xxxxxxx Xxx, President
