1
EXHIBIT 2.7
STOCK PURCHASE AGREEMENT
This Agreement of sale and purchase (hereinafter "Agreement") is made
and entered into as of the 4th day of May, 1998, by and between ▇▇▇▇ ▇▇▇▇
(hereinafter "Seller"), UNICO, a Delaware Corporation ("UNICO"), and T.C.
Equities, Ltd., a Bahamas corporation ("Buyer").
WHEREAS, Seller and Buyer have entered into a Securities Subscription
Agreement whereupon Buyer shall subscribe to a total of 70,000 shares of Next
Generation Media Corp., a Nevada Corporation, ("Nexgen") and that to induce
Buyer to enter into such Agreement, Seller has agreed to transfer to Buyer a
controlling interest in UNICO; and
WHEREAS, Seller represents that it shall hold a controlling interest in
UNICO;
WHEREAS, in order to comply with the terms of the aforementioned
Securities Subscription Agreement the parties desire to provide for certain
undertakings, conditions, representations, warranties and covenants in
connection with the transactions contemplated hereby.
NOW, THEREFORE, in consideration of the foregoing, and for other
consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follows:
ARTICLE I
THE PURCHASE PRICE
1.1 Amount. Seller agrees to sell to Buyer and Buyer agrees to purchase
all of the securities held by Seller in UNICO which shall represent a
controlling interest in UNICO for the total sum of One ($1.00) Dollar.
1.2 Payment. Buyer shall deliver to Seller with the execution of this
Agreement the sum of One ($1.00) Dollar being the purchase price of shares to
transferred to the Escrow Agent. In the event Seller either cannot or does not
have all of the documents required at the Close hereunder for deliver to the
Buyer at the date of the close, then Buyer at its option may (i) terminate this
Agreement and thereupon Seller shall return the payment to Buyer, or (ii) extend
the Seller's time to deliver said documents thirty (30) days. If at the end of
the ▇▇▇▇ ▇▇▇▇▇▇ cannot or does not deliver said documents to Buyer, this
Agreement shall be deemed automatically terminated and thereupon, the payment
shall be returned by Seller to Buyer. "Close" shall mean the effective date of
the merger of Seller's subsidiary, United Marketing Merger Corp., with and into
United Marketing Solutions Inc., a subsidiary of Nexgen.
1.3 Additional Undertaking. In conjunction with the sale of shares of
Common Stock being sold herein and
72
2
receiving payment as provided for herein, Seller shall deliver to Buyer a letter
from the existing directors of UNICO in which such directors agree to resign as
directors of UNICO upon consummation of the merger between United Marketing
Solutions, Inc., and Seller's special purpose subsidiary, United Marketing
Merger Corp.; and to appoint such new members of the board of directors of UNICO
as the Buyer designates.
ARTICLE II
SELLER'S REPRESENTATIONS
The Seller makes the following representations and warranties to the
best of its knowledge and based on representations made to Seller by UNICO:
(a) UNICO was incorporated in the State of Delaware on April 11,
1984. UNICO sold 805,000 shares of its Common Stock to the
public pursuant to an S-19 offering statement filed with the
Securities and Exchange Commission with full registration.
UNICO presently has outstanding 2,119,077 shares of Common
Stock and the requisite shares of Preferred Stock.
(b) At the closing, Seller shall deliver to Buyer all the true
copies of filings by UNICO with the S.E.C. together with
filing number for the past three (3) years which Seller shall
obtain possession of pursuant to the close between UNICO and
Next Generation Media Corp.
(c) UNICO's authorized capital is 20,000,000 shares of Common
Stock $.01 par value, together with preferred stock and
promissory notes as listed on the attached Schedule A. All
issued and outstanding shares of Common Stock are validly
issued, fully paid and non-assessable. The Seller shall
deliver to the Buyer UNICO's Certificate of Incorporation and
by-laws, which shall be the original sets where practical,
each as amended and in effect on the date of closing and a
Certificate of Good Standing and evidence of the payment of
all franchise taxes. As of the date of the closing, Nexgen
shall have no more than 3,700,000 common shares and 320,000
preferred shares issued and outstanding.
(d) There are no actions, suits, proceedings, governmental
investigations, judgments, orders, injunctions or decrees
pending, outstanding, or threatened against UNICO of any kind
or nature whatsoever. UNICO has duly filed all tax reports and
returns required to be filed by it and UNICO owes no federal,
state or local taxes of any kind or nature whatsoever. There
are no outstanding agreements or waivers extending the
73
3
statutory period of limitations applicable to any federal or
state income tax return for any period. Additionally, Seller
hereby assumes and represents the Representations and
Warranties of Seller as set forth in paragraph 2 of the Asset
Purchase Agreement between UNICO and Next Generation Media
Corp., dated May 1, 1998 attached hereto.
(e) Certain of UNICO's securities have been registered under the
Securities Act of 1933 (except for those securities that are
restricted securities under said Securities Act), and there is
no action pending by the Blue Sky Commission of any State.
(f) UNICO as of the date of closing will not have any debts,
liabilities or obligations of any kind or nature whatsoever,
including guarantees of any debts, liabilities or obligations
of others, whether contingent or absolute, matured or
unmatured, or liquidated or unliquidated and the foregoing
shall be certified by a Certified Public Accountant,
guaranteed by the existing board of directors of UNICO, by way
of a pro forma balance sheet to be delivered at the close also
attached hereto.
(g) As of the date of closing, there are no warrants, stock
options, debentures, bonds or any other type of securities
authorized, reserved, issued or outstanding and, except as
stated in Article II herein, no further securities will be
authorized or issued before closing, and no preemptive or
contractual rights exist with respect to any shares of Common
Stock of UNICO.
(h) At the time of closing, the Seller will deliver to the Buyer a
stockholders' list dated as of the date of this close which
shows the name, address and number of shares owned of record
by each shareholder, the list to contain not less than 503
shareholders.
(i) The Seller shall deliver at closing, stock certificates for
said Four Hundred Twenty Eight Thousand One Hundred Eighty
Five (428,185) preferred shares of stock in UNICO, carrying a
four to one voting right as of May 4, 1998 and the additional
common stock held by the directors as set forth in the
attached Schedule A to be delivered not later than May 15,
1998 representing not less than Fifty Four and
ninety-eight/hundredths (54.98%) percent of the voting power
in UNICO (hereinafter "controlling interest") duly endorsed
for transfer to Buyer or accompanied by duly executed stock
powers in form sufficient to permit transfer of such shares to
Buyer (or Buyers assigns or nominees), with any necessary
stock transfer tax or other documentary tax stamps affixed
thereto, together with the
74
4
certificates of preferred and common stock and evidence of the
cancellation of certain promissory notes issued by UNICO and
held by Seller as set out in the schedule.
(j) Within two (2) weeks of the execution of this Agreement, UNICO
shall deliver audited financial statements as of December 31,
1997, a pro forma balance sheet as of the date of close with
such financial statements to be given by the seller's auditor
and guaranteed by the existing board of directors of UNICO
showing no assets and no liabilities, and to accurately
present the financial condition of UNICO with its CPA's
opinion attached thereto.
(k) The Seller has disclosed to the Buyer all facts material to
the condition, assets, liabilities, businesses and operations
of UNICO.
(l) Neither the Seller nor UNICO, nor any agent acting on their
behalf, has taken or will take any action which would subject
the shares being purchased hereunder to the provisions of
Section 5 of the Securities Act of 1933, as amended, or to the
provisions of any securities or Blue Sky law of any State.
(m) The Seller consents to join with the Buyer, as of the closing
date, and issue a joint statement to the public through a
suitable investor relations consultant as to the nature of the
transaction and to prepare in conjunction with the Buyer the
necessary proxy statement to contain the Buyer's proposals for
UNICO. The costs and expenses for the preparation of such
statement shall be borne by the Seller.
ARTICLE III
THE CLOSING
Closing shall take place simultaneously with the closing of the Asset
Purchase Agreement between UNICO and Next Generation Media Corp., dated May 5,
1998, which shall be within the time periods for which provision is made in
Article I herein. At Closing, Buyer shall deliver by cash, certified or cashiers
check to Seller for the balance of the purchase price.
Pending closing, Seller and UNICO agree to afford the Buyer and his
authorized representatives full access to all of UNICO's book and records.
Upon delivery of the shares from the Escrow Agent, the Buyer agrees
that it shall not, with respect to such stock held by or on behalf of Buyer,
vote, or take part in or consent to, any corporate or shareholders' action of
the Corporation other than a vote in favor of the merger between United
Marketing Solutions, Inc., and United Marketing Merger Corp., (the "Merger")
until the
75
5
Effective Date of the Merger. Buyer shall not receive any distribution as a
result of the Merger. Buyer further agrees that, until the Effective Date of the
Merger, Buyer will not sell, transfer or otherwise dispose of its shares in
UNICO, Inc.
ARTICLE IV
SELLER'S CLOSING CONFIRMATIONS
Buyer shall receive at closing a letter dated the closing date, from
Seller to the effect that, to the best of Seller's knowledge and based on
representations made to Seller by UNICO:
(a) UNICO is a corporation duly organized validly existing and in
good standing under the laws of the State of Delaware.
(b) No consent of or filing with any federal, state or local
authority is required in connection with the execution,
delivery and performance of this Agreement by the Seller.
(c) The authorized capital stock of UNICO consists of Twenty
Million (20,000,000) shares of Common Stock and shares of
Preferred Stock as set forth in the schedule.
(d) There are no lawsuits or proceedings before any court or
administrative agency pending or threatened against or
relating to UNICO and UNICO is not subject to any reasonably
possible or assertion and which could adversely affect or
impair properties of UNICO.
(e) The Seller shall undertake and employ all its efforts to
maintain UNICO's listing on NASD-OTC bulletin until the final
completion of the merger.
ARTICLE V
SUNDRY PROVISIONS
6.1 Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto however must be read
in conjunction with the executed Securities Subscription
Agreement dated May 4, 1998 and may not be amended except by
written agreement signed by all the parties hereto.
6.2 Binding Agreement. The Agreement shall be binding upon the
heirs, successors an assigns of the parties hereto.
6.3 No Assignment. No Assignment of any rights or obligations
hereunder may be made without the express written consent of
the other party hereto.
76
6
6.4 Expenses. Each of the parties hereto shall assume and bear all
expenses, costs and fees incurred or assumed by it in
connection with the preparation and execution of this
Agreement whether or not the sale and purchase herein provided
for shall in fact be effectuated and each party hereto by its
execution and delivery of this Agreement, agrees to, and shall
indemnity and hold harmless the other party hereto from and
against any and all liabilities or claims or respect to any
such expenses, costs or fees.
6.5 Descriptive Headings. The descriptive headings of the several
Articles and sections of this Agreement are inserted for
convenience only and shall not control or affect in any way or
to any extent the meaning, construction or interpretation of
this Agreement or of any of the provisions hereof.
6.6 Counterparts. For the convenience of the parties, any number
of counterparts of this Agreement may be executed by any one
or more parties hereto and each such executed counterpart
shall be, and shall be deemed to be an original instrument,
and to have the force and effect of an original, but all of
which shall constitute, and shall be deemed to constitute, in
the aggregate, but one and the same instrument.
6.7 Survival of Closing. The provisions of all Articles hereof and
all warranties and representations herein survive the Closing
and shall not be merged in the instrument or instruments of
conveyance from Seller to Purchaser.
6.8 Time. Time is of the essence of this Agreement and of the
covenants and provisions hereof.
6.9 Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York.
6.10 Covenant of Further Assurance. The Buyer and Seller,
respectively, covenant and agree, each with the other, that
each such party hereto shall from time to time execute and
deliver or cause to be executed and delivered all such further
instruments of conveyance, transfer, assignments, Bills of
Sale, receipts and other instruments, and shall take or cause
to be taken such further or other action as the Buyer or
Seller, as the case may be, may reasonably deem necessary in
order to transfer and assign to and to vest in and confirm to
the Buyer or to Seller, as the case may be, title to an
possession of all of the rights, privileges, powers and
franchises and property agreed to be and intended to be so
transferred, assigned, vested and confirmed in such
77
7
party hereunder, respectively, and otherwise to carry out the
intent and purposes of this Agreement.
ARTICLE VI
TERMINATION OF AGREEMENT
If Buyer does not close within 10 days of receipt of documents
prescribed by the Agreement, Seller will consider this Agreement null and void
without recourse by Buyer. The payment, excluding the payment contained in the
securities subscription agreement, will be considered as liquidated expenses.
NOTE: THIS AGREEMENT SUPERSEDES ALL PREVIOUS CONTRACTS EITHER ORAL OR WRITTEN
BEFORE THIS DATE OF MAY 4, 1998, AND NEITHER PARTY WILL BE HELD LIABLE FOR ANY
UNDERSTANDING THEREOF.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
the day and year first above written.
/s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇ ▇▇▇▇ UNICO
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
T.C. EQUITIES LTD.
By:
78
8
SCHEDULE A
UNDER CAPITALIZATION:
2,119,077 Shares of Common Stock issued and outstanding
418,185 Shares of Series C Preferred Stock issued and outstanding
---------
3,831,817 Equivalent total voting power of issued and outstanding stock
All other capital stock and promissory notes to be cancelled
by the Closing.
SHARES TO BE TRANSFERRED BY NEXGEN TO T.C. EQUITIES LTD:
428,185 shares of Series C Preferred with equivalent common stock voting power of: 1,712,740
169,432 shares of common stock acquired from ▇▇▇▇▇▇▇(5) 169,432
179,650 shares of common stock acquired from ▇▇▇▇▇▇▇(6) 179,650
45,000 shares of common stock acquired from Zadjel 45,000
TOTAL 2,106,822
2,106,822/3,831,817 = 54.98%
----------
(5) Of ▇▇. ▇▇▇▇▇▇▇'▇ 215,682 common shares listed in UNICO, Inc.'s 10-K, 46,250
are options that will be cancelled.
(6) Of ▇▇. ▇▇▇▇▇▇▇'▇ 205,900 common shares listed in UNICO, Inc.'s 10-K, 12,500
are options that will be cancelled, and 13,750 are shares that will be
cancelled.
79
