Item 1.01 Entry into a Material Definitive Agreement.
EXHIBIT
10.1
28-Jan-2008
Entry
into a Material Definitive Agreement
Item
1.01 Entry into a Material Definitive Agreement.
January
28, 2008 B&D Food Corp. ("BDFC") announced today that, on January 24, 2008,
it signed a shareholder agreement (the "Agreement") with Nicola Development,
a
Panamá Company represented by its attorney in fact Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
("JGC"), a Brazilian citizen, and ▇▇▇▇▇▇▇ Trading S.A., a company incorporated
in the British Virgin Islands (the "Company"). Pursuant to the Agreement,
the
following transactions took place in respect of the Company:
Issuance
and Subscription of Preferred Shares
The
shareholders decided that the Company shall issue 198 Preferred Registered
Shares at the par value of US$0.01 each. The Preferred Registered Shares
shall
be issued to BDFC, with the full knowledge and approval of all shareholders
who
decided not to exercise its preferred rights to acquire the Preferred Registered
Shares issued by the Company.
Golden
Share
the
Articles of Association of the Company were amended to create and issue 1
(one)
Golden Share in the value of US $1.00, to be held by Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ with the following irrevocable rights:
(a)
to
indicate and elect one (1) Director of the Company or any substitute, out
of the
total of 3 (three) Directors;
(b)
to
veto the election of any Director of the Company or the Invested Companies;
(c)
to
veto any direct or indirect transaction with the assets of the Company,
including but not limited to (i) the sale of quotas or rights to acquire
quotas
or participation in invested companies, including but not limited to Socan
Produtos Alimentícios Ltda., Geskan Indústria e Comércio Ltda. and ▇▇▇▇▇ Canaan
Indústria e Comércio Ltda. (the "Invested Companies"); (ii) the creation of a
security interest in, or pledging or otherwise encumbering any part or all
of
the Invested Companies quotas; and (iii) the renting or leasing of any property
of the Company;
(d)
to
veto the reorganization, consolidation, merger, liquidation, readjustment
of, or
other change in any corporation, company, or association in which the Company
has, indirect or indirectly, an interest or shareholding, including the Invested
Companies;
(e)
to
veto any direct or indirect transaction with the assets of the Invested
Companies, including but not limited to (i) the sale of quotas or rights
to
acquire quotas or participation in invested companies, including but not
limited
to the Invested Companies; (ii) the creation of a security interest in, or
pledging or otherwise encumbering any part or all of the Invested Companies
assets; (iii) the renting or leasing of any property of the Invested Companies;
and (iv) the exchanging of any assets of the company;
(f)
To
veto any amendment to the Articles of Association either by shareholders
or
directors of the Company in the Company and/or in the Invested Companies.
(g)
Any
shareholders or director of the Company or the Invested Companies intending
to
perform or carry on any of the transactions described above, shall give 10-day
prior notice to the Golden Share holder so that he can use his veto powers
to
impede or halt any of the above mentioned transactions;
(h)
The
Golden Share shall be cancelled, without the right of its holder to any money,
right or indemnification, when the Preferred registered Shares are converted
into Common Shares after the payment of the price (cash or BDFC shares);
Board
of Directors
the
Articles of Association of the Company were amended to create a Board of
Directors composed of three (3) members.
Powers
of Directors
the
Directors were authorized to:
2.
to
amend the Articles of Association of the Company to provide that the Company
can
only be represented by two (2) directors jointly.
3.
to
amend the Articles of Association of the Company to provide that Directors
shall
not have rights to amend the Articles of Association of the Company for the
period of 3 (three) years counted from the present date, nor to decide on
the
issuance of new shares whatsoever, which shall be incumbent upon the
Shareholders, for the same period. In case the conditions and obligations
stipulated on the Shareholders Agreement executed among the shareholders
are
completely satisfied after the period of 3 (three) years, then, these
obligations related to the directors shall become permanent.
Authorized
Capital
the
Articles of Association of the Company were amended to raise the authorized
capital to US $100,000.
Creation
of a new Class of Shares
the
Articles of Association of the Company were amended to create a new class
of
shares (the "Preferred Registered Shares") with the following rights:
(a)
to
indicate and elect two (2) Directors of the Company, out of the total of
3
(three)
Directors, being agreed that one of these directors shall be ▇▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇ cannot be voted off the board by the preferred registered
shares owner in any event until the preferred shares are converted into common
shares of the Company in accordance with "(e)" below. And in case ▇▇. ▇▇▇▇▇
is
deemed incapable to practice any acts or in case of death, a substitute director
shall be automatically appointed, and such director shall be ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, or whoever he indicates. ▇▇. ▇▇▇▇▇▇ agrees with his indication
and
accepts the function. No corporate act shall be necessary to empower him,
since
this document shall be considered as final and binding;
(b)
to
veto for the period of 3 (three) years counted as of the present date, any
direct or indirect transaction with the assets of the Company, as follows:
(i)
the sale of quotas or rights to acquire quotas or participation in the invested
companies Socan Produtos Alimentícios Ltda., Geskan Indústria e Comércio Ltda.
and ▇▇▇▇▇ Canaan Indústria e Comércio Ltda. (the "Invested Companies"); (ii) the
creation of a security interest in, or pledging or otherwise encumbering
any
part or all of the Invested Companies quotas; and (iii) the renting or leasing
of any property of the Company except if necessary for the normal conduction
of
the business of the Company;
(c)
to
veto for the period of 3 (three) years counted as of the present date, the
reorganization, consolidation, merger, liquidation, readjustment of, or other
change in the Invested Companies;
(d)
to
veto for the period of 3 (three) years counted as of the present date, any
direct or indirect transaction with the assets of the Invested Companies,
as
follows: (i) the sale of quotas or rights to acquire quotas or participation
in
the Invested Companies; (ii) the creation of a security interest in, or pledging
or otherwise encumbering any part or all of the Invested Companies assets
except
if necessary for the normal conduction of the businesses of the Invested
Companies; and (iii) the renting or leasing of any property of the Invested
Companies except if necessary for the normal conduction of the businesses
of the
Invested Companies;
(e)
to
convert the Preferred Registered Shares into 198 Common Shares after the
payment
to the holders, or to anyone indicated by the holders, of the Common Shares
of
the Company of the amount of US$ 37,500,000.00 payable, alternatively, in
following forms, within six (six) months from this date (the "Payment Date"):
(a) with the delivery of 50,000.000 shares issued by BDFC, if and when such
shares reaches the minimum market price of US$ 0.75 each and the liquidity
of
those shares reaches de percentage of 2.5% of total outstanding/issued shares
as
a daily average for the six months, prior to the Payment Date; or (b) in
cash,
for the amount of US $37,500,000 prior to the Payment Date; or (c) a combination
of shares issued by BDFC and cash, as provided for in items "(a)" and "(b)"
above until the Payment Date; Notwithstanding anything else to the contrary,
JGC
may opt to receive the 50,000,000 shares issued by BDFC irrespectively of
the
share price at anytime within the 36 months, by receiving those shares JGC
shall
cause the company to convert the preferred register shares into common shares
as
stated below in clause (f). As of this date BDFC has 147.900.000 shares
outstanding.
(f)
The
holders of Common Shares are irrevocably obliged to, upon receiving the cash
and/or the shares of BDFC, as referred to in item "(e)" above, approve and
cause
the conversion of Preferred Registered Shares into Common Shares;
(g)
The
Preferred Registered Shares shall be cancelled, without the right of their
Preferred Registered Shareholders to any money, right or indemnification,
if not
converted into Common Shares after the payment of the price (cash or BDFC
shares) referred to in item "(e)" above;
(h)
To
veto any amendment to the Articles of Association either by shareholders
or
directors of the Company during the period counted as of the present date
until
the Payment Date;
(i)
Any
shareholders or director of the Company or the Invested Companies intending
to
perform or carry on any of the transactions described above, shall give 10-day
prior notice to the Preferred registered Shares holders so that they can
use
their veto powers to impede or halt any of the above mentioned transactions;
(j)
Preferred Registered Shares shall not have rights to received any dividends
from
the Company;
(k)
Other
than the powers referred to above, no other right is conferred to the Preferred
Shares.
Appointment
Of Directors
The
following were appointed Directors of the Company: ▇▇▇▇▇▇ ▇▇▇▇▇▇ by BDFC,
▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ by BDFC and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ by the Golden Shareholder.
In case of necessary absence of ▇▇. ▇▇▇▇▇▇▇▇ or in case he is deemed incapable
to practice any acts, a substitute director shall be automatically appointed,
and such director shall be ▇▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or whoever
she
indicates. Mrs. ▇▇▇▇ agrees with her indication and accepts the function.
No
corporate act shall be necessary to empower her, since this document shall
be
considered as final and binding.
A
copy of
the shareholders agreement, which is governed by the laws of the British
Virgin
Islands, is attached hereto as an exhibit. It is expected that BDFC will
file
all applicable financial statements in a subsequent report within the prescribed
time period.