EXHIBIT 2.0
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT entered into the 1st day of September, 2001 between
SIGNATURE INTERNATIONAL, INC., a Nevada corporation, whose principal
place of business is 0000 Xxxx Xxxxx Xxx, Xxxxx, Xxxxxxxxxx 00000,
(hereinafter "the Company"), XXXX XX GLOBAL VENTURES CORP., a
Delaware corporation, (hereinafter "TA GLOBAL") and FS CAPITAL
MARKETS GROUP INC., (hereinafter "FSCMG"). The Company, TA GLOBAL
and FSCMG desire to enter into this Agreement and Plan of
Reorganization whereby the Company will acquire voting control,
reorganize TA GLOBAL and become a successor issuer to TA GLOBAL's
Securities and Exchange Commission (SEC) reporting obligations as
provided for in SEC Rule 12g-3(a).
NOW THEREFORE, for good and valuable consideration, receipt of which
is acknowledged the parties agree, represent and warrant the following:
AGREEMENT
A. Sale of Shares. The Company agrees to purchase 10,000,000
shares of common stock of TA GLOBAL, $.0001 par value, from FSCMG
and FSCMG agrees to sell said shares to the Company. The purchase
price is Twenty-Five Thousand ($25,000.00) Dollars (the "Purchase
Price").
B. Reorganization. In connection with a corporate succession
transaction by means which may include, but not be limited to,
merger, consolidation, exchange of securities acquisition of assets,
or otherwise, the Company, upon receipt, agrees to tender the
10,000,000 TA GLOBAL shares for cancellation at Closing. In
consideration for this action, The Company agrees to pay and deliver
to FSCMG: One Hundred Thousand (100,000) newly issued restricted
shares of common stock in the Company, $.0001 par value. The
Signature International, Inc. shares will be issued under the
securities transaction exemption afforded by Section 4(2) of the
Securities Act of 1933, as amended.
C. Closing and Effective Date. The closing shall take place at the
offices of FSCMG, 0000 Xxxxxxxx Xxxxxx, Xxxxx #000, Xxxxxxxxxxxx, XX
00000 XXX (the "Closing"). The date of the Closing is September 1,
2001 (the "Closing Date").
D. Representations, Warranties and Covenants of The Company: The
Company represents and warrants to TA GLOBAL as of the date hereof
and as of the Closing Date:
SECTION 1. Enforceability of Agreement Against The Company. The
Company has all necessary power and authority to enter into this
Agreement to which it is a party, to carry out the obligations
hereunder and to consummate the transactions contemplated hereby.
This Agreement constitutes the legal, valid and binding obligations
of the Company enforceable against it in accordance with the
respective terms.
SECTION 2. Incorporation, Authority and Qualification of The
Company. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada.
The Company has all necessary corporate power and authority to
carry on the business now being conducted by it. The Company is duly
qualified to do business, and is in good standing, in each
jurisdiction, if any, where the character of its properties owned,
operated or leased or the nature of its activities makes such
qualification necessary.
SECTION 3. No Conflict. The execution and delivery by the Company
of this Agreement and each Related Document to which the Company is
a party has been obtained and all applicable filings and
notifications required by law, agreement or otherwise have been
made, the performance by the Company of this Agreement and each
Related Document to which they are parties will not:
(a) Violate or conflict with any term or provision of the articles
or certificate of incorporation (or other charter documents) of the
Company;
(b) Conflict with or violate any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award applicable to
the Company;
(c) Conflict with, result in any breach of, constitute a default (or
event which with the giving of notice or lapse of time, or both,
would become a default) under, give to others any rights of
termination, amendment, acceleration or cancellation of, or result
in the creation of any lien on any of the assets pursuant to, any
assigned contract or any licenses;
(d) Without limiting the generality of the foregoing, result in the
termination, denial or impairment of any material contract,
arrangement or benefit granted with respect to the Company's
business, or require the payment of any fees, taxes or assessments,
pursuant to any federal, state or local program relating to
minority-owned businesses.
SECTION 4. Consents, Approvals and Notifications. The execution and
delivery by the Company of this Agreement and each Related Document
to which it is a party does not, and the performance by it of this
Agreement and such Related Documents will not, require any consent,
approval, authorization or other action by, or filing with or
notification to, any Governmental Authority or any other Person with
the exception of filings required by the Securities and Exchange
Commission, including, but not limited to, a Current Report on Form
8-K which will be filed by the Company on, or before 15 days from
the date of Closing. The Company will become a successor issuer
under Securities and Exchange Commission Rule 12g-3(a) and will
elect successor issuer status.
SECTION 5. Litigation. There is no claim, action, investigation,
arbitration or proceeding pending or, threatened against the
Company, or against or relating to any of the assets or the ability
of the Company to perform its obligations hereunder, before any
arbitrator, judge, court or governmental authority. The Company is
not subject to any order, writ judgment, injunction, decree,
determination or award of any arbitrator, judge, court or
governmental authority.
SECTION 6. Environmental Matters. The Company has not used any
property, real or personal to generate, manufacture, refine,
transport, treat, store, handle, or dispose of any hazardous
substances except in accordance with all applicable federal and
state environmental laws.
SECTION 7. Taxes. The Company has or will duly file or caused to be
filed all federal income tax returns and all other federal, state,
county, local or city tax returns which are required to be filed,
including, but not limited to, income and employee withholding
taxes, and the Company has paid or caused to be paid all taxes shown
on said returns or on any tax assessment received by it to the
extent that such taxes have become due, or has set aside on its
books reserves (segregated to the extent required by sound
accounting practice) reasonably deemed by the Company to be adequate
with respect thereto. No events have occurred which could impose
upon Seller, any transferee liability for any taxes, penalties, or
interest due or to become due from the Company.
SECTION 8. Absence of Changes. The Company has operated its
business in the ordinary course consistent with past practices and
there has not been, except as disclosed in this Agreement or the
Exhibits attached hereto:
i. any Material Adverse Effect;
ii. any damage, destruction or loss (whether or not covered by
insurance) affecting any tangible asset or property used or useful
in the business operations, normal wear and tear excepted;
iii. any payments, discharges or satisfactions by the Company
of any liens, claims, charges or liabilities (whether absolute,
accrued, contingent or otherwise and whether due or to become due)
relating to the business operations, other than in the ordinary
course of the business and consistent with past practice;
iv. any licenses, sales, transfers, pledges, mortgages or
other dispositions of any tangible or intangible assets having a
value over $1,000 (in the aggregate) used or held for use in
connection with the operation of the business, other than in the
ordinary course of business and consistent with past practice;
v. any write-offs as uncollectible of any accounts receivable
or notes receivable of the operations, or any portion thereof, not
provided for in the allowance for uncollectible accounts in the
Interim Financial Statements;
vi. any cancellations of any material debts or claims of, or
any amendments, terminations or waivers of any rights of material
value to, the business operations;
vii. any general uniform increase in or change in the method
of computing the compensation of employees of the Company who
perform services for the benefit of the business operations;
viii. any material changes in the manner in which the Company
extends discount or credits to customers or otherwise deals with
customers of its business;
ix. any material changes in the accounting methods or
practices followed by the Company and or any changes in depreciation
or amortization policies or rates theretofore adopted;
x. any capital commitments by the Company and for additions to
property, plant or equipment of the business operations;
xi. any agreements or commitments to merge or consolidate with
or otherwise acquire any other corporation, association, firm or
other business organization or division thereof;
xii. any declarations of dividend, payment of any dividend,
issuance of any securities, purchase or redemption of any
securities, commitments or authorizations for any changes to its
Articles of Incorporation or amendments to any by-laws, conversions
of any options, warrants or otherwise into common shares, and except
as disclosed in paragraph B.3. relating to the total shares issued
and outstanding which resulted from a corporate reorganization;
xiii. any other material transaction relating to the Company
other than in the ordinary course of the business and consistent
with past practice; or
xiv. any agreements or understandings, whether in writing or
otherwise, for the Company to take any of the actions specified in
items i. through xii. above.
SECTION 9. Undisclosed Liabilities. The Company does not have any
liabilities or obligations of any nature that would be required by
GAAP to be reflected in the Financial Statements (subject, in the
case of unaudited statements, to normal year-end audit adjustments),
except: (a) such liabilities and obligations which are reflected in
the Financial Statements, or (b) such liabilities or obligations
which were incurred in the ordinary course of business for normal
trade or business obligations and are not individually or in the
aggregate in excess of $1,000.
SECTION 10. Compliance with Laws. Except as individually or in the
aggregate would not have a Material Adverse Effect, the Company has
complied in all respects with all laws of all Governmental
Authorities (including all tariff and reporting requirements) with
respect to its business operations.
E. Representations, Warranties Covenants of TA GLOBAL and FSCMG:
TA GLOBAL and FSCMG represent and warrant to the Company as of the
date hereof and as of the Closing Date:
SECTION 1. Enforceability of Agreement Against TA GLOBAL and FSCMG.
TA GLOBAL and FSCMG have all necessary power and authority to enter
into this Agreement to which each is a party, to carry out the
obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement constitutes the legal, valid and
binding obligations of TA GLOBAL and FSCMG enforceable against each
in accordance with the respective terms.
SECTION 2. Shares. The TA GLOBAL shares have been validly issued
and are free and clear of all liens, charges, demands or adverse
claims or other restrictions on the exercise of any of the
attributes of ownership. There are no contracts, arrangements,
commitments or restrictions relating to the issuance, sale, transfer
or purchase or obtaining of shares or other ownership interests in
the Shares, except for this Agreement.
SECTION 3. Incorporation, Authority and Qualification of TA GLOBAL.
TA GLOBAL is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware. TA GLOBAL
has all necessary corporate power and authority to carry on the
business now being conducted by it. TA GLOBAL is duly qualified to
do business, and is in good standing, in each jurisdiction, if any,
where the character of its properties owned, operated or leased or
the nature of its activities makes such qualification necessary. TA
GLOBAL is authorized to issue 20,000,000 common shares, par value
$0.0001 per share. TA GLOBAL has 10,000,000 common shares issued
and outstanding. TA GLOBAL is authorized to issue 5,000,000 shares
of preferred stock, par value $0.0001 per share. No preferred
shares have been issued. No other classes of stock are authorized or
issued except as set forth herein. There are no outstanding options,
warrants, rights, director/officer compensation rights, or
otherwise, other than those disclosed herein and the financial
statements.
SECTION 4. No Conflict. The execution and delivery by TA GLOBAL and
FSCMG of this Agreement and each Related Document to which the each
is a party have been obtained and all filings and notifications
required by law, agreement or otherwise have been made, the
performance by TA GLOBAL and FSCMG of this Agreement and each
Related Document to which each is a party will not:
(i) Violate or conflict with any term or provision of the articles
or certificate of incorporation (or other charter documents) of TA
GLOBAL;
(ii) Conflict with or violate any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award
applicable to TA GLOBAL;
(iii) Conflict with, result in any breach of, constitute a default
(or event which with the giving of notice or lapse of time, or both,
would become a default) under, give to others any rights of
termination, amendment, acceleration or cancellation of, or result
in the creation of any lien on any of the assets pursuant to, any
assigned contract or any licenses;
(iv) Without limiting the generality of the foregoing, result in the
termination, denial or impairment of any material contract,
arrangement or benefit granted with respect to TA GLOBAL's business,
or require the payment of any fees, taxes or assessments.
SECTION 5. Consents, Approvals and Notifications. The execution and
delivery by TA GLOBAL and FSCMG of this Agreement and each Related
Document to which each is a party does not, and the performance by
it of this Agreement and such Related Documents will not, require
any consent, approval, authorization or other action by, or filing
with or notification to, any Governmental Authority or any other
Person, with the exception of filings required by the Securities and
Exchange Commission, including, but not limited to, a Current Report
on Form 8-K which will be filed by the Company on, or before 15 days
from the date of Closing.
SECTION 6. Financial Statements.
6.1 TA GLOBAL has furnished to the Company copies of (a) audited
balance sheets of TA GLOBAL and audited statements of income, changes
in shareholders' equity and statements of cash flow for the period
ending December 31, 2000, together with interim financial statements
and the reports and notes thereon, independent certified public
accountants (collectively, the "Audited Financial Statements").
6.2 The Audited Financial Statements (a) have been prepared in
conformity with GAAP applied on a consistent basis from year to year
(except as noted otherwise therein); and are true and correct and
present fairly in all material respects the financial condition of
TA GLOBAL and the results of operations and changes in cash flow of
TA GLOBAL for the periods to which each relates.
6.3 To the knowledge of TA GLOBAL, the Interim Financial Statements,
(a) have been prepared in conformity with GAAP applied on a
consistent basis from year to year (except as noted otherwise
therein), subject to normal recurring year-end adjustments (the
effect of which will not, individually or in the aggregate, be
material) and the absence of notes (which, if presented, would not
differ materially from those included in the Audited Financial
Statements), and are true and correct and present fairly in all
material respects the financial condition of TA GLOBAL and the
results of operations and changes in cash flow of TA GLOBAL for the
periods to which each relates.
SECTION 7. Litigation. There is no claim, action, investigation,
arbitration or proceeding pending or, threatened against TA GLOBAL,
or against or relating to any of the assets or the ability of it to
perform its obligations hereunder, before any arbitrator, judge,
court or governmental authority. TA GLOBAL is not subject to any
order, writ judgment, injunction, decree, determination or award of
any arbitrator, judge, court or governmental authority.
SECTION 8. Contracts. To the extent applicable, Exhibit "A"
contains an accurate and complete list of all written and oral
agreements and contracts in effect on the date of this Agreement to
which TA GLOBAL is a party in connection with the business
operations or by which any of its properties or assets relating to
the operation are bound. The are no contracts in formation or which
are capable of subsequent formation as a result of future satisfied
conditions. TA GLOBAL has made available to the Company true and
complete copies of the contracts (including any amendments or
modifications thereto).
SECTION 9. Environmental Matters. TA GLOBAL has not used any
property, real or personal to generate, manufacture, refine,
transport, treat, store, handle, or dispose of any hazardous
substances except in accordance with all applicable federal and
state environmental laws.
SECTION 10. Taxes. TA GLOBAL has or will duly file or caused to be
filed all federal income tax returns and all other federal, state,
county, local or city tax returns which are required to be filed,
including, but not limited to, income and employee withholding
taxes, and it has paid or caused to be paid all taxes shown on said
returns or on any tax assessment received by it to the extent that
such taxes have become due, or has set aside on its books reserves
(segregated to the extent required by sound accounting practice)
reasonably deemed by it to be adequate with respect thereto.
SECTION 11. Absence of Changes. Since the date of the Audited
Financial Statements, including its interim unaudited financial
statements filed on Form 10-QSB with the Securities and Exchange
Commission, TA GLOBAL has operated its business in the ordinary
course consistent with past practices and there has not been, except
as disclosed in this Agreement or the Exhibits attached hereto:
i. any Material Adverse Effect;
ii. any damage, destruction or loss (whether or not covered by
insurance) affecting any tangible asset or property used or useful
in the business operations, normal wear and tear excepted;
iii. any payments, discharges or satisfactions by it of any
liens, claims, charges or liabilities (whether absolute, accrued,
contingent or otherwise and whether due or to become due) relating
to the business operations, other than in the ordinary course of the
business and consistent with past practice;
iv. any licenses, sales, transfers, pledges, mortgages or other
dispositions of any tangible or intangible assets having a value
over $1,000 (in the aggregate) used or held for use in connection
with the operation of the business, other than in the ordinary
course of business and consistent with past practice;
v. any write-offs as uncollectible of any accounts receivable
or notes receivable of the operations, or any portion thereof, not
provided for in the allowance for uncollectible accounts in the
Interim Financial Statements;
vi. any cancellations of any material debts or claims of, or
any amendments, terminations or waivers of any rights of material
value to, the business operations; vii. any general uniform increase
in or change in the method of computing the compensation of
employees of it who perform services for the benefit of the business
operations;
viii. any material changes in the manner in which TA GLOBAL
extends discount or credits to customers or otherwise deals with
customers of its business;
ix. any material changes in the accounting methods or practices
followed by TA GLOBAL and or any changes in depreciation or
amortization policies or rates theretofore adopted;
x. any capital commitments by TA GLOBAL and for additions to
property, plant or equipment of the business operations;
xi. any agreements or commitments to merge or consolidate with
or otherwise acquire any other corporation, association, firm or
other business organization or division thereof;
xii. any declarations of dividend, payment of any dividend,
issuance of any securities, purchase or redemption of any
securities, commitments or authorizations for any changes to its
Articles of Incorporation or amendments to any by-laws, conversions
of any options, warrants or otherwise into common shares, and except
as disclosed in paragraph B.1. relating to the total shares issued
and outstanding which resulted from a corporate reorganization;
xiii. any other material transaction relating to TA GLOBAL
other than in the ordinary course of the business and consistent
with past practice; or
xiv. any agreements or understandings, whether in writing or
otherwise, for TA GLOBAL to take any of the actions specified in
items i. through xii. above.
SECTION 12. Undisclosed Liabilities. TA GLOBAL does not have any
liabilities or obligations of any nature that would be required by
GAAP to be reflected in the Financial Statements (subject, in the
case of unaudited statements, to normal year-end audit adjustments),
except: (a) such liabilities and obligations which are reflected in
the Financial Statements, or (b) such liabilities or obligations
which were incurred in the ordinary course of business for normal
trade or business obligations and are not individually or in the
aggregate in excess of $100.00.
SECTION 13. Compliance with Laws. Except as individually or in the
aggregate would not have a Material Adverse Effect, TA GLOBAL has
complied in all respects with all laws of all Governmental
Authorities (including all tariff and reporting requirements) with
respect to its business operations.
SECTION 14. Change in Control of TA GLOBAL. The Company Board of
Directors will nominate Xxxxx Xxxxxxx as a successor director and
President of TA GLOBAL, effective at Closing.
E. Miscellaneous Provisions.
SECTION 1. Conditions to Closing
1.1 [INTENTIONALLY OMITTED]
1.2 Conditions to Obligations of the Company. The obligations of
the Company to consummate the purchase of the shares shall be
subject to the fulfillment, at or prior to the Closing, of each of
the following conditions, any one of which may be waived by TA
GLOBAL without waiver of any other rights or remedies which TA
GLOBAL may have under this Agreement:
i. The Company's Closing Documents. At the Closing, TA GLOBAL
and FSCMG shall have executed and/or delivered the following Related
Documents to which it is a party or for which it is responsible: (1)
This Agreement, and (2) delivery of common shares of TA GLOBAL.
1.3 Conditions to Obligations of TA GLOBAL and FSCMG. The
obligations of TA GLOBAL and FSCMG to consummate the sale of the
shares contemplated by this Agreement shall be subject to the
fulfillment, at or prior to the Closing, of each of the following
conditions, any one of which may be waived by the Company without
waiver of any other rights or remedies which the Company may have
under this Agreement.
i. Closing Documents. At the Closing, the Company shall have
executed and/or delivered this Agreement and delivered the common
shares of the Company to FSCMG.
SECTION 2. Indemnification.
2.1. Indemnification by TA GLOBAL and FSCMG. Subject to Section 2.3,
FSCMG and TA GLOBAL (hereinafter collectively called the
"Indemnitor") shall jointly and severally defend, indemnify and hold
harmless the Company, its direct and indirect parent corporations,
subsidiaries (including TA GLOBAL after Closing) and affiliates,
their officers, directors, employees and agents (hereinafter
collectively called "Indemnitees") against and in respect of any and
all loss, damage, liability, fine, penalty, cost and expense,
including reasonable attorneys' fees and amounts paid in settlement
(collectively, "Indemnified Losses"), suffered or incurred by any
Indemnitee by reason of, or arising out of:
(a) any misrepresentation, breach of warranty or breach or
non-fulfillment of any agreement of TA GLOBAL or FSCMG contained in
this Agreement or in any certificate, schedule, instrument or
document delivered to the Company by or on behalf of TA GLOBAL or
FSCMG pursuant to the provisions of this Agreement (without regard
to materiality thresholds contained therein); and
(b) any liabilities of TA GLOBAL of any nature whatsoever
(including tax liability, penalties and interest), whether accrued,
absolute, contingent or otherwise, not reflected or reserved against
in full in the TA GLOBAL Financial Statements.
2.2. Indemnification by the Company. Subject to Section 2.3, the
Company (hereinafter called the "Indemnitor") shall defend,
indemnify and hold harmless FSCMG and TA GLOBAL (hereinafter called
"Indemnitee") against and in respect of any and all loss, damage,
liability, cost and expense, including reasonable attorneys' fees
and amounts paid in settlement (collectively, "Indemnified Losses"),
suffered or incurred by Indemnitee by reason of or arising out of:
(a) any misrepresentation, breach of warranty or breach or
non-fulfillment of any material agreement of the Company contained
in this Agreement or in any other certificate, schedule, instrument
or document delivered to the Shareholder by or on behalf of the
Company pursuant to the provisions of this Agreement; and
(b) any liabilities of TA GLOBAL of any nature whatsoever
(including tax liability, penalties and interest), whether accrued,
absolute, contingent or otherwise, arising from the Company's
ownership or operation of TA GLOBAL after Closing, but only so long
as such liability is not the result of an act or omission, of TA
GLOBAL, or any shareholder occurring prior to Closing.
2.3. Limitation on Indemnification. The aggregate liability of FSCMG
after Closing for Indemnified Losses shall not exceed an amount
equal to the Purchase Price paid to FSCMG. The aggregate liability
of the Company after Closing for Indemnified Losses shall not exceed
an amount equal to the Purchase Price paid to FSCMG.
SECTION 3. General Provisions.
3.1 Headings and Interpretation. The headings used in this
Agreement are for reference purposes only and shall not affect the
meaning or interpretation of any term or provision of this Agreement.
3.2 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long
as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any party.
3.3 Entire Agreement. This Agreement represents the entire
understanding of the parties with reference to the matters set forth
herein. This Agreement supersedes all prior negotiations,
discussions, correspondence, communications and prior agreements
among the parties relating to the subject matter herein.
3.4 Amendment. This Agreement may not be amended or modified except
by an instrument in writing signed by the parties hereto.
3.5 Applicable Law. This Agreement shall be governed by the
substantive laws of the State of Pennsylvania, without regard to its
conflict of laws provisions, and the parties submit to the courts in
that jurisdiction as the exclusive venue for the adjudication of any
and all disputes.
3.6 Counterparts and Facsimile Transmission Copies of Originals.
This Agreement may be executed in several original or facsimile copy
counterparts and all so executed and transmitted shall constitute
one Agreement, binding on all the parties hereto even though all the
parties are not signatories to the original or the same counterpart.
Facsimile transmitted signatures shall be deemed valid as though
they were originals and the parties may perform any and all
obligations and duties in reliance on the facsimile copies.
3.7 Further Assurances, Additional Documents, Etc. The parties will
cooperate with each other to accommodate the intent of this
agreement. TA GLOBAL and FSCMG will provide the Company with all
financial records of TA GLOBAL so that there will be a seamless
financial transition.
IN WITNESS WHEREOF, the parties hereto have executed, or caused
their duly authorized representatives to execute, this
Reorganization and Stock Purchase Agreement as of the date first
written above.
SIGNATURE INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx
Title: President
XXXX XX GLOBAL VENTURES CORP. FS CAPITAL MARKETS GROUP INC.
By: /s/ Xxxxxxx Xxx By: /s/ Xxxxxxx Xxx
----------------------------- -----------------------------
Xxxxxxx Xxx Xxxxxxx Xxx
Title: President Title: President
