Exhibit 1
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") is entered into
between FX3000, Inc., a Delaware corporation ("FXI"), formerly Oxford Global
Network, LTD (a Delaware corporation) and SeventhCai, Inc. a Nevada corporation
("CAI") and the persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the issued and outstanding
stock of FXI and CAI.
Whereas, CAI wishes to acquire and the Shareholders of FXI wish to transfer
all of the issued and outstanding securities of FXI in a transaction intended to
qualify as a reorganization within the meaning of 368(a)(1)(B) of the Internal
Revenue Code 1986, as amended.
Now, therefore, CAI and the Shareholders adopt this plan of reorganization
and agree as follows:
1. EXCHANGE OF STOCK.
1.1. NUMBER OF SHARES. The Shareholders agree to transfer to CAI at the
Closing (defined below) all of the shares of common stock of FXI, $.001 par
value per share in exchange for 7,354,997 which will be 95% of the outstanding
shares of the common of stock of CAI as indicated in Exhibit A.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an outstanding certificate or
certificates theretofore representing shares of FXI common stock shall surrender
such certificates for cancellation to CAI, and shall receive in exchange a
certificate or certificates representing the number of full shares of CAI common
stock into which the shares of FXI common stock represented by the certificate
or certificates so surrendered shall have been converted. The transfer of FXI
shares by the Shareholders shall be effected by the delivery to CAI at the
Closing of certificates representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of CAI common stock shall not be
issued, but in lieu thereof CAI shall round up fractional shares to the next
highest whole number.
1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter,
the Shareholders and CAI shall execute such additional instruments and take such
other action as the Parties may request in order to effectuate this Agreement.
1.5. AMENDMENTS TO THE ARTICLES OF INCORPORATION. CAI shall amend its
Articles of Incorporation changing the number of Directors to a maximum of 11
and its name to Advanced Technologies Group, LTD.
2. RATIO OF EXCHANGE. The securities of FXI owned by the Shareholders, and
the relative securities of CAI for which they will be exchanged, are set out in
Exhibit A.
3. CLOSING.
3.1. TIME AND PLACE. The Closing contemplated herein shall be held as soon
as possible at the offices of SeventhCai, Inc., 00000 X. Xxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX unless another place or time is agreed upon in writing by the
parties without requiring the meeting of the parties hereof. All proceedings to
be taken and all documents to be executed at the Closing shall be deemed to have
been taken, delivered and executed simultaneously, and no proceeding shall be
deemed taken nor documents deemed executed or delivered until all have been
taken, delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
3.2. FORM OF DOCUMENTS. Any copy, facsimile telecommunication OR other
reliable reproduction of the writing or transmission required by this Agreement
or any signature required thereon may be used in lieu of an original writing or
transmission or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or
transmission or original signature.
4. UNEXCHANGED CERTIFICATES. Until surrendered, each outstanding
certificate that prior to the Closing represented FXI common stock shall be
deemed for all purposes, other than the payment of dividends or other
distributions, to evidence ownership of the number of shares of CAI common stock
into which it was converted. No dividend or other distribution shall be paid to
the holders of certificates of FXI common stock until presented for exchange at
which time any outstanding dividends or other distributions shall be paid.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and warrant as
follows:
5.1. TITLE TO SHARES. The Shareholders, and each of them, are the owners,
free and clear of any liens and encumbrances, of the number of FXI shares which
are listed in the attached schedule and which they have contracted to exchange.
5.2. LITIGATION. There is no litigation or proceeding pending or to any
Shareholder's knowledge threatened, against or relating to shares of FXI held by
the Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF CAI
CAI represents and warrants as follows:
6.1. CORPORATE STATUS. CAI is a corporation duly Organized, validly
existing, and in good standing under the laws of the State of Nevada 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.
6.2. CAPITALIZATION. The authorized capital stock of CAI consists of shares
of common stock of which shares are issued and outstanding, all fully paid and
nonassessable and no shares of non-designated preferred stock.
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6.3. SUBSIDIARIES. CAI has no subsidiaries.
6.4. LITIGATION. There is no litigation or proceeding pending, or to the
Company's knowledge threatened, against or relating to CAI, its properties or
business, except as set forth in a list certified by the president of CAI and
delivered to the Shareholders.
6.5. CONTRACTS. CAI is not a party to any material contract.
6.6. NO VIOLATION. Execution of this Agreement and performance by CAI
hereunder has been duly authorized by all requisite corporate action on the part
of CAI, and this Agreement constitutes a valid and binding obligation of CAI and
performance hereunder will not violate any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgement, decree, law,
or regulation to which any property of CAI is subject or by which CAI is bound.
6.7. TAXES. CAI has filed in correct form all federal, state, and other tax
returns of every nature required to be filed by it and has paid all taxes as
shown on such returns and all assessments, fees and charges received by it to
the extent that such taxes, assessments, fees and charges have become due. CAI
has also paid all taxes which do not require the filing of returns and which are
required to be paid by it. To the extent that tax liabilities have accrued, but
have not become payable, they have been adequately reflected as liabilities on
the books of CAI and are reflected in. the financial statements furnished
hereto.
6.8. TITLE TO PROPERTY. CAI has good and marketable title to all properties
and assets, real and personal, reflected in CAI's Financial Statements, except
as since sold or otherwise disposed of in the ordinary course of business, and
CAI's properties and assets are subject to no mortgage, pledge, lien, or
encumbrance, except for. liens shown therein, with respect to which no default
exists.
6.9. CORPORATE AUTHORITY. CAI has full corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder, and will
deliver at the Closing a certified copy of resolutions of its board of directors
authorizing execution of this Agreement by its officers and performance
thereunder.
6.10. INVESTMENT INTENT. CAI is acquiring the FXI shares to be transferred
to it under this Agreement for investment and not with a view to the sale or
distribution thereof.
7. CONDUCT PENDING THE CLOSING
CAI and the Shareholders covenant that between the date of this Agreement,
and the Closing as to each of them:
7.1. No change will be made in the charter documents, by-laws, or other
corporate documents of CAI.
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7.2. CAI will use its best efforts to maintain and preserve its business
organization, employee relationships and goodwill intact, and will not enter
into any material commitment except in the ordinary course of business.
7.3. None of the Shareholders will sell, transfer, assign, hypothecate,
lien, or otherwise dispose of or encumber the FXI shares of common stock owned
by them.
8. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The Shareholder's obligation to consummate this exchange shall be subject
to fulfillment on or before the Closing of each of the following conditions,
unless waived in writing by the Shareholders as appropriate:
8.1. CAI REPRESENTATIONS AND WARRANTIES. The representations and warranties
of CAI set forth herein shall. be true and correct at the Closing as though made
at and as of that date, except as affected by transactions contemplated hereby.
8.2. CAI COVENANTS. CAI shall have performed all covenants required by this
Agreement to be performed by it on or before the Closing.
8.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by
the Board of Directors and Shareholders of CAI.
8.4. SUPPORTING DOCUMENTS OF CAI. CAI shall have delivered to the
Shareholders supporting documents in a form and substance reasonably
satisfactory to the Shareholders, to the effect that:
(a) CAI is a corporation duly organized, validly existing, and in good
standing;
(b) CAI's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of CAI
authorizing the execution of this Agreement and consummation hereof;
(d) Secretary's Certificate of incumbency of the officers and directors of
CAI;
(e) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
9. CONDITIONS PRECEDENT TO OBLIGATION OF CAI
CAI's obligation to consummate this merger shall be subject to fulfillment
on or before the Closing of each of the following conditions, unless waived in
writing by CAI.
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9.1. SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Shareholders set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
9.2. SHAREHOLDER'S COVENANTS. The Shareholders shall have performed all
covenants required by this Agreement to be performed by them on or before the
Closing.
10. TERMINATION. This Agreement may be terminated (1) by mutual consent in
writing; (2) by either the Shareholders or CAI if there has been material
misrepresentation or material breach of any warranty or covenant by any other
party; or (3) by either Shareholders or CAI if the Closing shall not have taken
place within 15 days following execution of this Agreement, unless adjourned to
a later date by mutual consent in writing.
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representation and
warranties of the Shareholders and CAI set out herein shall survive the Closing.
12. GENERAL PROVISIONS
12.1. FURTHER ASSURANCES. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably required to
carry out the intent and purposes of this agreement.
12.2. WAIVER. Any failure on the part of either party hereto to comply with
any of its obligation, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
12.3. BROKERS. Each party agrees to indemnify and hold harmless the other
party against any fee, loss, or expense arising out of claims by brokers or
finders employed or alleged to have been employed by the indemnifying party.
12.4. 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 certified mail, return receipt requested or recognized
commercial courier service as follows: If to FXI and Shareholders, to:
FX3000, Inc.
00 Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
If to SeventhCai, Inc., to:
SeventhCai, Inc
00000 X. Xxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
12.5. GOVERNING LAW. This agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada
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12.6. ASSIGNMENT. This agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this agreement
without the written consent of the other party shall be void.
12.7. COUNTERPARTS. This agreement 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. Signatures sent by
facsimile transmission shall be deemed to be evidence of the original execution
thereof.
12.8. CLOSING DATE. The Closing shall take place upon the fulfillment by
each party of all the conditions of Closing required herein, but not later than
15 days following execution of this agreement unless extended by mutual consent
of the parties.
12.9. REVIEW OF THE AGREEMENT. Each party acknowledges that it has had time
to review this agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption shall be made against
any party on the basis that it has prepared, or participated in the preparation
of, this agreement.
12.10. SCHEDULES. All schedules attached hereto, if any, shall be
acknowledged by each party by signature or initials thereon. and shall be dated.
12.11. EFFECTIVE DATE. The effective date of this agreement shall be upon
its execution.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION BETWEEN
FX3000, INC. IT'S SHAREHOLDERS AND SEVENTHCAI, INC AND IT'S SHAREHOLDERS.
IN WITNESS WHEREOF, the parties have executed this agreement this 17th day
of January, 2001.
FX3000, Inc. SeventhCai, Inc..
By: /s/ Xxxx Xxxxxxx By /s/ Xxxxxx X. Xxxxxxxx
------------------------------- -------------------------------
Xxxx Xxxxxxx, President Xxxxxx X. Xxxxxxxx, President
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EXHIBIT A
THE SHAREHOLDERS OF SEVENTHCAI, INC.
NAME DATE
---- ----
Corporate Architects, Inc.
By /s/ Xxxxxx X. Xxxxxxxx January 17, 2001
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Xxxxxx X. Xxxxxxxx, President
By /s/ Xxxxxxx X. Xxx January 17, 2001
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Xxxxxxx X. Xxx
By /s/ Xxxx X. Xxxxx January 17, 2001
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Xxxx X. Xxxxx
THE SHAREHOLDERS OF FX3000, INC.
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STATEMENT BY MAJORITY SHAREHOLDERS
OF
FX3000, INC.
ACTION TAKEN PURSUANT TO CONSENT OF SHAREHOLDERS
IN LIEU OF MEETING
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THE UNDERSIGNED, being the majority shareholders of the outstanding common stock
of FX3000, INC. (hereafter the "Company") a corporation organized under the laws
of Delaware, make the following statement of action taken in lieu of a special
meeting of stockholders, pursuant to Section 228 Of the Delaware Corporation
Law, as follows:
The following action is hereby taken:
1. The proposal by SeventhCAI, Inc. ("CAI") to acquire all of the issued and
outstanding shares of common stock of the Company in exchange for a like
number of shares of the common stock of CAI on the basis of one (1) share
of CAI for every one (1) shares of the Company beneficially owned by the
Company's shareholders as of the date hereof (the "CAI Shares"), in the
form ratified and approved by the Company's Board of Directors, has been
approved and ratified by the holders of the majority of the total shares of
common stock of the Company as evidenced by the signature of the beneficial
owners thereof below;
2. In recognition of the fact that as of the date hereof none of the
beneficial owners of the common stock of the Company (the "Company
Shareholders") have received certificates representing the shares owned by
them and, in further recognition of the fact that documentation relating to
the Company Shareholders currently remains with Xxxxxx X. Xxxxxxxxx, Esq.,
Counsel for the Company, Xx. Xxxxxxxxx is hereby appointed and duly
constituted as Escrow Agent on behalf of all Company Shareholders for the
purpose of effecting the receipt and distribution of the CAI Shares and to
execute on behalf of the Company Shareholders any and all documents
reasonably required by CAI in order to effect the acquisition of 100% of
the Company's common stock. In the discharge of his duties as such Escrow
Agent Xx. Xxxxxxxxx is hereby indemnified and held harmless for and against
any and all liability in connection with his discharge of the duties as
forth herein.
3. The officers of the Company are hereby further authorized and directed to
take any and all action necessary or reasonably required by CAI in order to
complete the foregoing share exchange between CAI and the Company and to
otherwise effect the receipt and distribution of the CAI Shares by Xx.
Xxxxxxxxx as Escrow Agent for the Company Shareholders
THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE SIGNATURE
PAGE IMMEDIATELY FOLLOWS.
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IN WITNESS WHEREOF on the 17th January, 2001 the undersigned shareholders
representing the beneficial owners of more than a majority of the shares of
common stock of the Corporation, hereby set their hands and seals to this
document and consent to the action taken hereby.
NAME NUMBER OF SHARES
---- ----------------
/s/ Xxxxxxxxx Xxxxxxx 1,361,111
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Xxxxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxx 1,361,111
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Xxxxxx Xxxxxx
/s/ Xxxx Mashov 777,778
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Xxxx Mashov
/s/ Xxxxxxxxx Xxxxxxxx 350,000
-------------------------------
Xxxxxxxxx Xxxxxxxx
/s/ Xxxxxxxxx Xxxxxxxx 350,000
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Xxxxxxxxx Xxxxxxxx
THE FOREGOING ACTION BY THE HOLDERS OF A MAJORITY OF THE ISSUED AND OUTSTANDING
SHARES OF THE COMPANY ARE HEREBY ADOPTED AND RATIFIED AS THE TRUE AND DULY
AUTHORIZED ACTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY:
NAME DATE
---- ----
/s/ Xxxxxxxxx Xxxxxxx January 17, 2001
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Xxxxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxx January 17, 2001
------------------------------- ----------------
Xxxxxx Xxxxxx
/s/ Xxxx Mashov January 17, 2001
------------------------------- ----------------
Xxxx Mashov
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