STOCK PURCHASE AND SALE AGREEMENT
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CUSA Technologies, Inc.
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THIS STOCK PURCHASE AND SALE AGREEMENT is made as of January 24,
1997, by and between CUSA Technologies, Inc., a Nevada corporation (the
"Company"), and Xxxxxxx X. Xxxxxxxxxx, a resident of Salt Lake County, State of
Utah (the "Investor").
THE PARTIES HEREBY AGREE as follows:
1. Purchase and Sale.
1.1. Sale and Issuance of Common Stock. Subject to the terms
and conditions of this Agreement, Investor agrees to purchase at the Closing,
and the Company agrees to sell and issue to Investor at the Closing, against
cash payment, 8,648,649 shares of Common Stock of the Company (the "Shares") at
a purchase price of $.925 per Share.
1.2. Closing. The purchase and sale of the Shares being
purchased by the Investor shall take place at the offices of the Company on
February 10, 1997, or at such other time and place as the Company and the
Investor mutually agree upon (which time and place are designated the
"Closing"). At the Closing, the Company shall deliver to Investor a certificate
representing the Shares which Investor is purchasing against delivery to the
Company by Investor of cash or a certified bank cashier's or other check
reasonably acceptable to the Company.
1.3. Use of Proceeds. The Company agrees to use the
proceeds from the sale of the Shares for the repayment of outstanding
obligations as set forth in Exhibit 1, for the reduction of debt and for working
capital purposes.
2. Representations and Warranties of the Company. The Company
hereby represents and warrants to Investor that:
2.1. Incorporation. The Company is a corporation duly
organized and validly existing, is in good standing under the laws of the State
of Nevada, has all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted, and is qualified as a
foreign corporation in each jurisdiction where the failure so to qualify would
have a material adverse effect on its business or operations.
2.2. Capitalization. The authorized capital of the Company
consists of 25,000,000 shares of Common Stock, of which at Closing not more than
8,950,000 shares will be issued and outstanding as of the Closing and 1,500,000
shares of Preferred Stock of which 1,000,000 shares of 1994 Series Convertible
Preferred Stock will be issued and outstanding as of the Closing.
2.3. Authorization. All corporate action on the part of the
Company, its officers and directors necessary for the authorization, execution,
delivery and performance of all obligations of the Company under this Agreement
and for the authorization, issuance and delivery of the Shares being sold
hereunder has been or shall be taken prior to the Closing, and this Agreement,
when executed and delivered, shall constitute a valid and legally binding
obligation of the Company. Issuance of the Shares will not be subject to
preemptive rights or other preferential rights of any present or future
stockholders in the Company.
2.4. Validity of the Shares. The Shares, when issued,
sold and delivered in accordance with the terms of this Agreement, shall be
duly and validly issued.
3. Representations and Warranties of Investor. Investor
represents and warrants to the Company as follows:
3.1. Authorization. When executed and delivered by
Investor, this Agreement will constitute the valid and legally binding
obligation of such Investor.
3.2. Accredited Investor. Investor is an "accredited
investor" as that term is defined in Rule 501 promulgated under the Securities
Act of 1933 (the "Act").
4. Securities Act of 1933.
4.1. Investment Representation.
(a) This Agreement is made with Investor
in reliance upon Investor's representations to the Company, which by its
acceptance hereof Investor hereby confirms, that the Shares to be received will
be acquired for investment for an indefinite period for his own account and
not with a view to the sale or distribution of any part thereof, and that he
has no present intention of selling or otherwise distributing the same, but
subject, nevertheless, to any requirement of law that the disposition of his
property shall at all times be within his control. By executing this Agreement,
Investor further represents he does not have any contract, undertaking,
agreement or arrangement with any person to sell or transfer to such person
any of the Shares.
(b) Investor understands that the Shares are not
and may never be registered under the Act on the ground that the sale provided
for in this Agreement and the issuance of Shares is exempt pursuant to Section
4(2) of the Act and Rule 506 of Regulation D thereunder, and that the Company's
reliance on such exemption is predicated on his representations set forth
herein.
(c) Investor agrees that in no event will he
make a disposition of any of the Shares, unless the Shares shall have been
registered under the Act, unless and until (i) he shall have notified
the Company with a statement of the circumstances surrounding the
proposed disposition and (ii) he shall have furnished the Company with an
opinion of counsel reasonably satisfactory to the Company to the effect that
(A) such disposition will not require registration of such Shares under the
Act, and (B) that appropriate action necessary for compliance with the
Act has been taken.
(d) Investor represents that he is able to
fend for himself in the transaction contemplated by this Agreement, has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of his investment, has the ability to bear the
economic risks of his investment and has been furnished with and has had
access to such information as would be made available in the form of a
registration statement together with such additional information as is
necessary to verify the accuracy of the information supplied
and to have all questions which have been asked answered by the Company. Without
limiting the foregoing, Investor acknowledges that he is the Chief Executive
Officer, Chairman of the Board of Directors and a principal shareholder of the
Company and is fully aware of all information relevant to the business and
financial condition of the Company.
(e) Investor understands that if a
registration statement covering the Shares under the Act is not in effect
when he desires to sell any of the Shares, he may be required to hold such
Shares for an indeterminate period. He also cknowledges that he understands
that any sale of the Shares which might be made y him in reliance upon Rule 144
under the Act may be made only in limited amounts in accordance with the
terms and conditions of that Rule.
4.2. Legends. All certificates for the Shares shall
bear substantially the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT PURPOSES. SAID
SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY HAVE
BEEN REGISTERED UNDER SAID ACT, OR (B) THE COMPANY'S TRANSFER
AGENT IS PRESENTED WITH EITHER A WRITTEN OPINION SATISFACTORY
TO COUNSEL FOR THE COMPANY OR A NO-ACTION' OR INTERPRETIVE
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
CIRCUMSTANCES OF SUCH SALE OR TRANSFER."
4.3. Rule 144. The Company covenants and agrees that: (i) at
all times while it is subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934 it will use its best efforts to
comply with the current public information requirements of Rule 144(c)(1) under
the Act; and (ii) it will furnish Investor upon request with all information
about the Company required for the preparation and filing of Form 144.
5. Miscellaneous.
5.1. Entire Contract. Except as specifically referenced
herein, this Agreement constitutes the entire contract between the parties
hereto concerning the subject matter hereof and no party shall be liable or
bound to the other in any manner by any warranties, representations or covenants
except as specifically set forth herein. Any previous agreement among the
parties related to the transactions described herein is superseded hereby. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties hereto.
Nothing in this Agreement, express or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successors and
assigns, any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided herein.
5.2. Governing Law. This Agreement shall be governed
by and construed under the laws of the State of Utah.
5.3. Titles and Subtitles. The titles of the
paragraphs and subparagraphs of this Agreement are for convenience and are
not to be considered in construing this Agreement.
5.4. Notices. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal delivery
or upon deposit in the United States Post Office, by registered or certified
mail, addressed to a party at its address hereinafter shown below its signature
or at such other address as such party may designate by ten (10) days advance
written notice to the other party.
5.5. Survival of Warranties. The warranties and
representations of the Company contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing hereunder.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
CUSA TECHNOLOGIES, INC.
/s/ D. Xxxx Xxxx
By______________________________
Its Chief Financial Officer_
000 Xxxx Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
/s/ Xxxxxxx X. Xxxxxxxxxx
_________________________________
Xxxxxxx X. Xxxxxxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
