Exhibit 10.1
LETTER OF INTENT
This Letter of Intent is made and effective as of the 16th day of
April, 2001 by and between GOLD STANDARD, INC., a publicly traded Utah
corporation, having a usual place of business at 000 Xxxxx Xxxx Xxxxxx, Xxxxx
000, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter "GOLD STANDARD") and VECTOR MEDICAL
TECHNOLOGIES, INC., a Delaware corporation, having a usual place of business at
0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter "VECTOR").
W I T N E S S E T H
WHEREAS: GOLD STANDARD is a publicly traded Utah corporation trading on
the NASDAQ Small Cap Market under the trading symbol "GSTD"; and
WHEREAS: GOLD STANDARD has been engaged in the gold exploration
business for a long period of time and has recently made a corporate business
decision to spin off its core businesses to existing stockholders thereby
creating an independent public company to trade on the NASDAQ OTC Bulletin Board
and seek other business opportunities;
WHEREAS: GOLD STANDARD has reviewed the business plans and financial
statements of VECTOR and has agreed to acquire all of the shares of VECTOR in a
reverse merger under the terms and conditions as contained in this Letter of
Intent; and
WHEREAS: VECTOR is a privately owned Delaware corporation which is
engaged in the medical research and development business, has approximately
18,000,000 shares of common stock outstanding, approximately 2,000,000 options
and warrants outstanding and has approximately 550 shareholders; and
WHEREAS: VECTOR has reviewed the corporate history of GOLD STANDARD,
examined its publicly disclosed Securities and Exchange Commission filings and
otherwise commenced a due diligence investigation of GOLD STANDARD and based on
its findings to date has determined that it is in VECTOR's best interests to be
acquired by GOLD STANDARD under the terms and conditions contained in this
Letter of Intent.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS OF THE
PARTIES AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH IS ACKNOWLEDGED BY AND BETWEEN THE PARTIES, AND THE PARTIES
HERETO OTHERWISE WISHING TO BECOME LEGALLY BOUND UNTO EACH OTHER IN RESPECT OF
THE TRANSACTIONS SET FORTH IN THIS LETTER OF INTENT HEREBY AGREE AS FOLLOWS:
1. The foregoing recitations are incorporated into the body of this
Letter of Intent as though fully set forth herein.
2. GOLD STANDARD hereby agrees to acquire all of the shares of VECTOR
and VECTOR hereby agrees to merge with GOLD STANDARD on the following terms and
conditions:
(a) All of the existing assets and liabilities of GOLD
STANDARD including any cash or cash equivalents will be spun off to all
shareholders of record of GOLD STANDARD coincident to the completion
date of this transaction.
(b) Coincident with this transaction, GOLD STANDARD will
acquire all of the shares of VECTOR in exchange for newly issued,
restricted common stock of GOLD STANDARD.
(c) The rate of exchange will be set so that, immediately
following the closing, the shareholders of GOLD STANDARD will own 10%
of the fully-diluted stock of the corporation. Prior to closing, GOLD
STANDARD may do a forward stock split of a maximum of 2-for-1.
(d) Prior to the date of closing and as a condition precedent
to closing, VECTOR will arrange for the new private placement of nine
hundred thousand newly issued, fully paid, non-assessable shares of
VECTOR stock at a price of $5.00 per share to raise $4,000,000.00 net
of commissions in cash. These shares shall be exchanged for shares of
GOLD STANDARD on a share for share basis on the date of closing.
Subsequent to the closing VECTOR shall arrange for a private placement
or secondary offering of an additional $76,000,000.00 of the merged
entity common stock at a target price of $10.00 per share, such
offering to be completed within six months following the date of
closing.
3. Upon the closing of the Transactions contemplated by this Letter of
Intent, the name of GOLD STANDARD will be changed to VECTOR MEDICAL, INC. or any
other name chosen by VECTOR and the name GOLD STANDARD shall be retained by the
spun off company. Upon closing, the majority of the current officers and
directors of GOLD STANDARD will resign and be replaced by officers and directors
chosen by VECTOR.
4. Immediately upon the execution of this Letter of Intent, both GOLD
STANDARD and VECTOR will commence full due diligence investigations of each
other in preparation for the consummation of this transaction. Each of GOLD
STANDARD and VECTOR will permit the other full access to any and all corporate
information in its possession for purposes of such due diligence. Any and all of
such information will be held in strict confidence by the receiving party
and will be returned in full with no copies made in the event that the
transactions contemplated by this Letter of Intent fail to be consummated.
5. Each party shall have 30 days from the date of execution of this
Letter of Intent to complete its due diligence. Closing of the transactions
contemplated by this Letter of Intent shall occur within 60 days following the
date of signing of this Letter of Intent, provided that that time frame may be
extended by mutual agreement in the event that any regulatory agencies need
additional time to approve these transactions, including the proposed spin-off
described above. Either party may terminate this Letter of Intent within five
business days following the completion of its due diligence investigation with
no liability to either party. After the expiration of the five business day
period, this Letter of Intent shall be valid and binding on both parties. Each
party shall bear its own costs and expenses incurred or expended in connection
with the merger contemplated by this Letter of Intent or any business
transactions between the parties. Each of the parties shall take such steps as
are required by law to obtain shareholder approval for the transactions
contemplated by this Letter of Intent.
6. The parties will use their best efforts to obtain a NASDAQ listing
for the stock of the combined company.
7. Both GOLD STANDARD and VECTOR shall use their best efforts to
structure this transaction as a triangular merger agreement to provide for tax
free status in the exchange for the benefit of the stockholders of both
companies.
8. This Letter of Intent constitutes the entire agreement between the
parties and may not be changed only by writing signed by both parties.
9. This Letter of Intent shall be binding upon and inure to the benefit
of the parties hereto, their respective successors, assigns, trustees,
shareholders and receivers.
10. If VECTOR commences suit hereunder, jurisdiction and venue shall
vest in the courts of Salt Lake City, Utah. If GOLD STANDARD commences suit
hereunder, jurisdiction and venue for purposes of this Letter of Intent shall
vest in the courts of competent jurisdiction in Palm Beach County, Florida. In
the event of any litigation arising under or by virtue of this Letter of Intent
or the underlying business transactions between the parties, the prevailing
party to such litigation, in addition to any other remedies otherwise allowable
by law shall be entitled to an award of reasonable attorneys fees and costs at
all stages of the litigation, including appellate review.
11. This Letter of Intent is subject to approval by the GOLD STANDARD
board of directors, which will not be unreasonably withheld.
IN WITNESS WHEREOF, the parties hereto have set their respective hands
and corporate seals as of the day and year first above written.
GOLD STANDARD
By/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President and Chief Financial Officer
VECTOR MEDICAL TECHNOLOGIES, INC.
By/s/ Xxxxxxx X. Xxxxx, M.D.
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Xxxxxxx X. Xxxxx, M.D.
Chairman and CEO
