AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT (the "Plan") is made this 20th day of December,
1996, between Triple Chip Systems, Inc., a Delaware corporation ("Triple
Chip"), Xxxxxx Petroleum, Inc., a Tennessee corporation ("Xxxxxx Petroleum"),
and the persons listed in Exhibit A hereof who are the owners of record of all
of the issued and outstanding securities of Xxxxxx Petroleum (the "Xxxxxx
Petroleum Stockholders").
Triple Chip wishes to acquire all of the issued and outstanding
stock of Xxxxxx Petroleum in exchange for stock of Triple Chip in a
transaction qualifying as a tax-free exchange pursuant to Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, IT IS AGREED:
Section 1
Exchange of Stock
1.1 Number of Shares. The Xxxxxx Petroleum Stockholders agree
to transfer to Triple Chip at the closing (the "Closing") 100% of the
outstanding securities of Xxxxxx Petroleum, which are listed in Exhibit A
attached hereto and incorporated herein by reference (the "Xxxxxx Petroleum
Shares"), in exchange for an aggregate total of 5,000,000 shares of $0.0001
par value "unregistered" and "restricted" common voting stock of Triple Chip,
which shares shall represent approximately 83.33% of the outstanding voting
securities of Triple Chip at the time of Closing (this percentage assumes that
there are presently 417,465 outstanding shares of common voting stock of
Triple Chip, and the issuance of the shares of common stock of Triple Chip
outlined in Sections 1.7 and 1.8 below); all of such shares of common voting
stock shall be issued to the Xxxxxx Petroleum Stockholders as outlined in
Exhibit A.
1.2 Delivery of Certificates by Xxxxxx Petroleum Stockholders.
The transfer of the Xxxxxx Petroleum Shares by the Xxxxxx Petroleum
Stockholders shall be effected by the delivery to Triple Chip at the Closing
of stock certificate or certificates representing the transferred shares duly
endorsed in blank or accompanied by stock powers executed in blank, with all
signatures witnessed or guaranteed to the satisfaction of Triple Chip and with
all necessary transfer taxes and other revenue stamps affixed and acquired at
the Xxxxxx Petroleum Stockholders expense.
1.3 Further Assurances. At the Closing and from time to time
thereafter, the Xxxxxx Petroleum Stockholders shall execute such additional
instruments and take such other action as Triple Chip may request in order to
exchange and transfer clear title and ownership in the Xxxxxx Petroleum Shares
to Triple Chip.
1.4 Name Change. As soon after the Closing as is practicable,
the Stockholders of Triple Chip shall adopt, ratify and approve all
resolutions required or necessary to change Triple Chip's name to "Xxxxxx
Petroleum, Inc." and its domicile from the State of Delaware to the State of
Tennessee.
1.5 Resignations of Present Directors and Executive Officers and
Designation of New Directors and Executive Officers. On Closing, the present
directors and executive officers of Triple Chip shall resign, in seriatim, and
designate the directors and executive officers of Xxxxxx Petroleum to serve in
their place and stead, until the next respective annual meetings of the
stockholders and Board of Directors of Triple Chip, and until their respective
successors shall be elected and qualified or until their respective prior
resignations or terminations.
1.6 Assets and Liabilities of Triple Chip at Closing. Triple
Chip shall have no assets or liabilities at Closing, and all costs incurred by
Triple Chip incident to the Plan shall have been paid or satisfied.
1.7 Adoption of Written Compensation Agreement. Simultaneous
with the Closing, Triple Chip shall have adopted, ratified and approved a
written compensation agreement pursuant to which an aggregate total of 300,000
shares of its common voting stock will be issued in consideration of $3,000 in
"non-capital raising" services rendered in connection with this Plan, subject
to being registered with the Securities and Exchange Commission pursuant to an
S-8 Registration Statement; copies of the written compensation agreement and
S-8 Registration Statement shall have been provided to Xxxxxx Petroleum and
the Xxxxxx Petroleum Stockholders prior to Closing.
1.8 Issuance of Additional Shares for Finders' Fees.
Simultaneous with the Closing, Triple Chip shall also have adopted, ratified
and approved resolutions providing for the issuance of an aggregate total of
282,535 "unregistered" and "restricted" shares of its common voting stock to
the same consultants, as additional consideration for services rendered, which
shall be outlined in the Consent of Directors, related to the adoption,
ratification and approval of the Plan.
Section 2
Closing
The Closing contemplated by Section 1.1 shall be held at the
offices of Xxxxxxx X. Xxxxxxxxxx, Suite 205 Hermes Building, 000 Xxxx 000
Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, unless another place or time is agreed upon
in writing by the parties. The Closing may be accomplished by wire, express
mail or other courier service, conference telephone communications or as
otherwise agreed by the respective parties or their duly authorized
representatives.
Section 3
Representations and Warranties of Triple Chip
Triple Chip represents and warrants to, and covenants with, the
Xxxxxx Petroleum Stockholders and Xxxxxx Petroleum as follows:
3.1 Corporate Status. Triple Chip is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware and is licensed or qualified as a foreign corporation in all
states in which the nature of its business or the character or ownership of
its properties makes such licensing or qualification necessary (Delaware
only.) Triple Chip is a publicly held company, having lawfully offered and
sold a portion of its securities in accordance with applicable federal and
state securities laws, rules and regulations, pursuant to an S-18 Registration
Statement filed with the Securities and Exchange Commission, and a Prospectus
dated June 5, 1987. There is presently no "established trading market" for
these or any other securities of Triple Chip; however, Triple Chip has
obtained a listing on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD"), under the symbol "TCSY." Triple Chip
voluntarily files reports with the Securities and Exchange Commission pursuant
to Section 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and is presently "current" in the filing of all such reports which were
required to be filed during the past 12 months; copies of these reports shall
have been provided to Xxxxxx Petroleum and the Xxxxxx Petroleum Stockholders
prior to Closing.
3.2 Capitalization. The authorized capital stock of Triple Chip
consists of 500,000,000 shares of common voting stock, having a par value of
$0.0001 per share, of which 417,465 shares are issued and outstanding, all
fully paid and non-assessable; except as indicated in Sections 1.7 and 1.8
above, there are no outstanding options, warrants or calls pursuant to which
any person has the right to purchase any authorized and unissued capital stock
of Triple Chip.
3.3 Financial Statements. The financial statements of Triple
Chip furnished to the Xxxxxx Petroleum Stockholders and Xxxxxx Petroleum,
consisting of an audited balance sheet for the years ended December 31, 1995
and 1994, and a related statement of income for the periods then ended,
attached hereto as Exhibit B, and the unaudited balance sheet and income
statement for the period ended October 31, 1996, attached hereto as Exhibit B-
1, which are incorporated herein by reference, are correct and fairly present
the financial condition of Triple Chip at such dates and for the periods
involved; such statements were prepared in accordance with generally accepted
accounting principles consistently applied, and no material change has
occurred in the matters disclosed therein, except as indicated in Exhibit C,
which is attached hereto and incorporated herein by reference. Such financial
statements do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.
3.4 Undisclosed Liabilities. Triple Chip has no liabilities of
any nature except to the extent reflected or reserved against in its balance
sheets, whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit C.
3.5 Interim Changes. Since the date of its balance sheets,
except as set forth in Exhibit C, there have been no (1) changes in financial
condition, assets, liabilities or business of Triple Chip which, in the
aggregate, have been materially adverse; (2) damages, destruction or losses of
or to property of Triple Chip, payments of any dividend or other distribution
in respect of any class of stock of Triple Chip, or any direct or indirect
redemption, purchase or other acquisition of any class of any such stock; or
(3) increases paid or agreed to in the compensation, retirement benefits or
other commitments to employees.
3.6 Title to Property. Triple Chip has good and marketable
title to all properties and assets, real and personal, reflected in its
balance sheets, and the properties and assets of Triple Chip are subject to no
mortgage, pledge, lien or encumbrance, except for liens shown therein or in
Exhibit C, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending,
or to the knowledge of Triple Chip, threatened, against or relating to Triple
Chip, its properties or business, except as set forth in Exhibit C. Further,
no officer, director or person who may be deemed to be an affiliate of Triple
Chip is party to any material legal proceeding which could have an adverse
effect on Triple Chip (financial or otherwise), and none is party to any
action or proceeding wherein any has an interest adverse to Triple Chip.
3.8 Books and Records. From the date of this Plan to the
Closing, Triple Chip will (1) give to the Xxxxxx Petroleum Stockholders and
Xxxxxx Petroleum or their respective representatives full access during normal
business hours to all of its offices, books, records, contracts and other
corporate documents and properties so that the Xxxxxx Petroleum Stockholders
and Xxxxxx Petroleum or their respective representatives may inspect and audit
them; and (2) furnish such information concerning the properties and affairs
of Triple Chip as the Xxxxxx Petroleum Stockholders and Xxxxxx Petroleum or
their respective representatives may reasonably request.
3.9 Tax Returns. Triple Chip has filed all federal and state
income or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there
is no Closing), Triple Chip and its representatives will keep confidential any
information which they obtain from the Xxxxxx Petroleum Stockholders or from
Xxxxxx Petroleum concerning the properties, assets and business of Xxxxxx
Petroleum. If the transactions contemplated by this Plan are not consummated
by December 31, 1996, Triple Chip will return to Xxxxxx Petroleum all written
matter with respect to Xxxxxx Petroleum obtained by Triple Chip in connection
with the negotiation or consummation of this Plan.
3.11 Investment Intent. Triple Chip is acquiring the Xxxxxx
Petroleum Shares to be transferred to it under this Plan for investment and
not with a view to the sale or distribution thereof, and Triple Chip has no
commitment or present intention to liquidate Xxxxxx Petroleum or to sell or
otherwise dispose of the Xxxxxx Petroleum Shares.
3.12 Corporate Authority. Triple Chip has full corporate power
and authority to enter into this Plan and to carry out its obligations
hereunder and will deliver to the Xxxxxx Petroleum Stockholders and Xxxxxx
Petroleum or their respective representatives at the Closing a certified copy
of resolutions of its Board of Directors authorizing execution of this Plan by
its officers and performance thereunder, and the directors adopting and
delivering such resolutions are the duly elected and incumbent directors of
Triple Chip.
3.13 Due Authorization. Execution of this Plan and performance
by Triple Chip hereunder have been duly authorized by all requisite corporate
action on the part of Triple Chip, and this Plan constitutes a valid and
binding obligation of Triple Chip and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Triple Chip.
3.14 Environmental Matters. Triple Chip has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of Triple Chip. In
addition, to the best knowledge of Triple Chip, there are no substances or
conditions which may support a claim or cause of action against Triple Chip or
any of its current or former officers, directors, agents or employees, whether
by a governmental agency or body, private party or individual, under any
Hazardous Materials Regulations. "Hazardous Materials" means any oil or
petrochemical products, PCB's, asbestos, urea formaldehyde, flammable
explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic
substances or related materials, including, without limitation, any substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," or "toxic substances" under any applicable
federal or state laws or regulations. "Hazardous Materials Regulations" means
any regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
Section 4
Representations, Warranties and Covenants of Xxxxxx Petroleum
and Xxxxxx Petroleum Stockholders
Xxxxxx Petroleum and the Xxxxxx Petroleum Stockholders represent
and warrant to, and covenant with, Triple Chip as follows:
4.1 Xxxxxx Petroleum Shares. The Xxxxxx Petroleum Stockholders
are the record and beneficial owners of all of the Xxxxxx Petroleum Shares,
free and clear of adverse claims of third parties; and Exhibit A correctly
sets forth the names, addresses and the number of shares of Xxxxxx Petroleum
owned by the Xxxxxx Petroleum Stockholders.
4.2 Corporate Status. Xxxxxx Petroleum is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Tennessee and is licensed or qualified as a foreign corporation in all
states in which the nature of its business or the character or ownership of
its properties makes such licensing or qualification necessary.
4.3 Capitalization. The authorized capital stock of Xxxxxx
Petroleum consists of 2,000 shares of common voting stock, having no par value
per share, of which all 1,156 shares are issued and outstanding, all fully
paid and non-assessable; there are no outstanding options, warrants or calls
pursuant to which any person has the right to purchase any authorized and
unissued capital stock of Xxxxxx Petroleum.
4.4 Financial Statements. The financial statements of Xxxxxx
Petroleum furnished to Triple Chip, consisting of an unaudited balance sheet
for the period ended October 31, 1996, and related statement of operations for
the period then ended, attached hereto as Exhibit D and incorporated herein by
reference, are correct and fairly present the financial condition of Xxxxxx
Petroleum as of that date and for the periods involved, and such statements
were prepared in accordance with generally accepted accounting principles
consistently applied. These financial statements do not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which
they were made, not misleading.
4.5 Undisclosed Liabilities. Xxxxxx Petroleum has no material
liabilities of any nature except to the extent reflected or reserved against
in the balance sheet, whether accrued, absolute, contingent or otherwise,
including, without limitation, tax liabilities and interest due or to become
due, except as set forth in Exhibit E attached hereto and incorporated herein
by reference.
4.6 Interim Changes. Since the date of this balance sheet,
except as set forth in Exhibit E, there have been no (1) changes in the
financial condition, assets, liabilities or business of Xxxxxx Petroleum, in
the aggregate, have been materially adverse; (2) damages, destruction or loss
of or to the property of Xxxxxx Petroleum, payment of any dividend or other
distribution in respect of the capital stock of Xxxxxx Petroleum, or any
direct or indirect redemption, purchase or other acquisition of any such
stock; or (3) increases paid or agreed to in the compensation, retirement
benefits or other commitments to their employees.
4.7 Title to Property. Xxxxxx Petroleum has good and marketable
title to all properties and assets, real and personal, proprietary or
otherwise, reflected in its balance sheet, and the properties and assets of
Xxxxxx Petroleum are subject to no mortgage, pledge, lien or encumbrance,
except for reflected in the balance sheet or in Exhibit E, with respect to
which no default exists.
4.8 Litigation. There is no litigation or proceeding pending,
or to the knowledge of Xxxxxx Petroleum, threatened, against or relating to
Xxxxxx Petroleum or its properties or business, except as set forth in Exhibit
E. Further, no officer, director or person who may be deemed to be an
affiliate of Xxxxxx Petroleum is party to any material legal proceeding which
could have an adverse effect on Xxxxxx Petroleum (financial or otherwise), and
none is party to any action or proceeding wherein any has an interest adverse
to Xxxxxx Petroleum.
4.9 Books and Records. From the date of this Plan to the
Closing, the Xxxxxx Petroleum Stockholders will cause Xxxxxx Petroleum to (1)
give to Triple Chip and its representatives full access during normal business
hours to all of its offices, books, records, contracts and other corporate
documents and properties so that Triple Chip may inspect and audit them; and
(2) furnish such information concerning the properties and affairs of Xxxxxx
Petroleum as Triple Chip may reasonably request.
4.10 Tax Returns. Xxxxxx Petroleum has filed all federal and
state income or franchise tax returns required to be filed or has received
currently effective extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if
there is no Closing), the Xxxxxx Petroleum Stockholders and their
representatives will keep confidential any information which they obtain from
Triple Chip concerning its properties, assets and business. If the
transactions contemplated by this Plan are not consummated by December 31,
1996, the Xxxxxx Petroleum Stockholders will return to Triple Chip all written
matter with respect to Triple Chip obtained by them in connection with the
negotiation or consummation of this Plan.
4.12 Investment Intent. The Xxxxxx Petroleum Stockholders are
acquiring the shares to be delivered to them under this Plan for investment
and not with a view to the sale or distribution thereof, and the Xxxxxx
Petroleum Stockholders have no commitment or present intention to liquidate
the Company or to sell or otherwise dispose of the Triple Chip common voting
stock. The Xxxxxx Petroleum Stockholders shall execute and deliver to Triple
Chip on the Closing an Investment Letter attached hereto as Exhibit F and
incorporated herein by reference, acknowledging the "unregistered" and
"restricted" nature of the securities of Triple Chip being received under the
Plan in exchange for the Xxxxxx Petroleum Shares, and receipt of certain
material information regarding Triple Chip.
4.13 Corporate Authority. Xxxxxx Petroleum has full corporate
power and authority to enter into this Plan and to carry out its obligations
hereunder and will deliver to Triple Chip or its representative at the Closing
a certified copy of resolutions of its Board of Directors authorizing
execution of this Plan by its officers and performance thereunder.
4.14 Due Authorization. Execution of this Plan and performance
by Xxxxxx Petroleum hereunder have been duly authorized by all requisite
corporate action on the part of Xxxxxx Petroleum, and this Plan constitutes a
valid and binding obligation of Xxxxxx Petroleum and performance hereunder
will not violate any provision of the Articles of Incorporation, Bylaws,
agreements, mortgages or other commitments of Xxxxxx Petroleum.
4.15 Environmental Matters. Xxxxxx Petroleum and the Xxxxxx
Petroleum Stockholders have no knowledge of any assertion by any governmental
agency or other regulatory authority of any environmental lien, action or
proceeding, or of any cause for any such lien, action or proceeding related to
the business operations of Xxxxxx Petroleum or its predecessors. In addition,
to the best knowledge of Xxxxxx Petroleum, there are no substances or
conditions which may support a claim or cause of action against Xxxxxx
Petroleum or any of its current or former officers, directors, agents,
employees or predecessors, whether by a governmental agency or body, private
party or individual, under any Hazardous Materials Regulations. "Hazardous
Materials" means any oil or petrochemical products, PCB's, asbestos, urea
formaldehyde, flammable explosives, radioactive materials, solid or hazardous
wastes, chemicals, toxic substances or related materials, including, without
limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act and the Federal Water Pollution Control Act.
Section 5
Conditions Precedent to Obligations of Xxxxxx Petroleum Stockholders and
Xxxxxx Petroleum
All obligations of the Xxxxxx Petroleum Stockholders and Xxxxxx
Petroleum under this Plan are subject, at their option, to the fulfillment,
before or at the Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of Triple Chip contained in this Plan shall be
deemed to have been made again at and as of the Closing and shall then be true
in all material respects and shall survive the Closing.
5.2 Due Performance. Triple Chip shall have performed and
complied with all the terms and conditions required by this Plan to be
performed or complied with by it before the Closing.
5.3 Officers' Certificate. The Xxxxxx Petroleum Stockholders
and Xxxxxx Petroleum shall have been furnished with a certificate signed by
the President of Triple Chip, in his capacity as President, attached hereto as
Exhibit G and incorporated herein by reference, dated as of the Closing,
certifying (1) that all representations and warranties of Triple Chip
contained herein are true and correct; and (2) that since the date of the
financial statements (Exhibit B and B-1 hereto), there has been no material
adverse change in the financial condition, business or properties of Triple
Chip, taken as a whole.
5.4 Opinion of Counsel of Triple Chip. The Xxxxxx Petroleum
Stockholders and Xxxxxx Petroleum shall have received an opinion of counsel
for Triple Chip, dated as of the Closing, to the effect that (1) the
representations of Sections 3.1, 3.2 and 3.12 are correct; (2) except as
specified in the opinion, counsel knows of no inaccuracy in the
representations in 3.5, 3.6 or 3.7; and (3) the shares of Triple Chip to be
issued to the Xxxxxx Petroleum Stockholders under this Plan will, when so
issued, be validly issued, fully paid and non-assessable.
5.5 Assets and Liabilities of Triple Chip. Triple Chip shall
have no assets and liabilities at Closing, and all costs, expenses and fees
incident to the Plan shall have been paid.
5.6 Resignations of Present Directors and Executive Officers and
Designation of New Directors and Executive Officers. The present directors
and executive officers of Triple Chip shall have resigned, in seriatim, and
shall have designated the directors and executive officers of Xxxxxx Petroleum
to serve in their place and stead, until the next respective annual meetings
of the stockholders and Board of Directors of Triple Chip, and until their
respective successors shall be elected and qualified or until their respective
prior resignations or terminations.
Section 6
Conditions Precedent to Obligations of Triple Chip
All obligations of Triple Chip under this Plan are subject, at its
option, to the fulfillment, before or at the Closing, of each of the following
conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of Xxxxxx Petroleum and the Xxxxxx Petroleum
Stockholders contained in this Plan shall be deemed to have been made again at
and as of the Closing and shall then be true in all material respects and
shall survive the Closing.
6.2 Due Performance. The Xxxxxx Petroleum Stockholders and
Xxxxxx Petroleum shall have performed and complied with all the terms and
conditions required by this Plan to be performed or complied with by them
before the Closing.
6.3 Officers' and Stockholders' Certificate. Triple Chip shall
have been furnished with a certificate signed by the President of Xxxxxx
Petroleum, in his capacity as President and Personally, attached hereto as
Exhibit H and incorporated herein by reference, dated as of the Closing,
certifying (1) that all representations and warranties of Xxxxxx Petroleum
contained herein are true and correct; and (2) that since the date of the
financial statements (Exhibit D), there has been no material adverse change in
the financial condition, business or properties of Xxxxxx Petroleum, taken as
a whole.
6.4 Opinion of Counsel of Xxxxxx Petroleum. Triple Chip shall
have received an opinion of counsel for Xxxxxx Petroleum, dated as of the
Closing, to the effect that (1) the representations of Sections 4.2, 4.3 and
4.13 are correct; (2) except as specified in the opinion, counsel knows of no
inaccuracy in the representations in 4.6, 4.7 or 4.8; and (3) the Xxxxxx
Petroleum Shares to be delivered to Triple Chip under this Plan will, when so
delivered, have been validly issued, fully paid and non-assessable, and will
be free and clear of any liens or encumbrances.
6.5 Books and Records. The Xxxxxx Petroleum Stockholders or the
Board of Directors of Xxxxxx Petroleum shall have caused Xxxxxx Petroleum to
make available all books and records of Xxxxxx Petroleum, including minute
books and stock transfer records; provided, however, only to the extent
requested in writing by Triple Chip at Closing.
6.6 Acceptance by Xxxxxx Petroleum Stockholders. The terms of
this Plan shall have been accepted by the Xxxxxx Petroleum Stockholders by
their execution and delivery of a copy of the Plan.
6.7 Issuance of Securities for Services and Filing of S-8
Registration Statement. The common voting stock of Triple Chip referred to in
Sections 1.7 and 1.8 above shall have been issued as contemplated, and the
related Registration Statement covering the shares of common voting stock to
be issued as indicated in Section 1.7 shall have been filed with the
Securities and Exchange Commission; provided, however, the individual persons,
consultants and entities who are entitled to receive these shares may waive
compliance of issuance of these securities prior to Closing, in their sole
discretion, provided reasonable written assurances of future compliance by
Triple Chip and the new directors and executive officers to be designated to
serve in these capacities following the Closing, are received.
Section 7
Termination
Prior to Closing, this Plan may be terminated (1) by mutual
consent in writing; (2) by either the Directors of Triple Chip or the Xxxxxx
Petroleum Stockholders and Xxxxxx Petroleum if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by either the Directors of Triple Chip or the Xxxxxx Petroleum
Stockholders and Xxxxxx Petroleum if the Closing shall not have taken place,
unless adjourned to a later date by mutual consent in writing, by the date
fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Plan.
8.2 Waiver. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for it in connection with this
Plan, and agrees to indemnify and hold harmless the other parties against any
fee, loss or expense arising out of claims by brokers or finders employed or
alleged to have been employed by it.
8.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Triple Chip: 0000 Xxxx Xx. Xxxxx Xxxx., #000
Xxxx Xxxx Xxxx, Xxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Xxxxxx Petroleum: 0000 Xxxxx Xxx.
P. O. Box 130
Xxxxxxxxxx, Xxxxxxxxx 00000
If to the Xxxxxx To the addresses listed on Exhibit A
Petroleum Stockholders:
8.5 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
8.6 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
8.7 Governing Law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware, except to
the extent pre-empted by federal law, in which event (and to that extent
only), federal law shall govern.
8.8 Assignment. This Plan shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided
however, that any assignment by any party of its rights under this Plan
without the prior written consent of the other parties shall be void.
8.9 Counterparts. This Plan may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Reorganization effective the day and year first above written.
TRIPLE CHIP SYSTEMS, INC.
By:/s/Xxxxxxx X. Xxxxxx
Its President
XXXXXX PETROLEUM, INC.
By:/s/Xxxxx Xxxxxx
Its President
/s/Xxxxx Xxxxxx
/s/Xxxxxx Xxxxxx
/s/Xxxxxxxx XxXxx
EXHIBIT A
Number of Shares of
Number of Shares Triple Chip
Owned of to be
Name Xxxxxx Petroleum Received in Exchange
Xxxxx Xxxxxx 725 3,135,815
0000 Xxxxx Xxx.
P. O. Xxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Xxxxxx Xxxxxx 414 1,790,660
0000 Xxxxx Xxx.
P. O. Xxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Xxxxxxxx XxXxx 17 73,525
0000 Xxxxx Xxx.
P. O. Xxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
1,156 5,000,000
EXHIBIT B
TRIPLE CHIP SYSTEMS, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1995 and 1994
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A DEVELOPMENT STAGE COMPANY]
FINANCIAL STATEMENTS
DECEMBER 31, 1995 and DECEMBER 31, 1994
[WITH INDEPENDENT AUDITORS' REPORT]
XXXXXXX, XxXXXXXXXX AND ASSOCIATES, C.P.A.'s
(Letterhead)
Independent Auditors' Report
The Board of Directors and Shareholders
Single Chip Systems International Inc.
We have audited the balance sheets of Single Chip Systems International,
Inc. [a development stage company] as of December 31, 1995 and December
31, 1994, and the related statements of operations, stockholders'
deficit, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit. Information in the accumulated columns on the
operations statements and cash flows statements have been audited by the
auditors of those periods respectively.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the 1995 and 1994 financial statements referred to above
present fairly, in all material respects, the financial position of
Single Chip Systems International, Inc. as of December 31, 1995 and
December 31, 1994, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that
Single Chip Systems International, Inc. will continue as a going concern.
As discussed in note 6 to the financial statements, the Company has
incurred losses from inception amounting to $243,900, and has no assets
as of the audit date. These issues raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in note 6. The financial statements do
not include any adjustment that might result from the outcome of this
uncertainty.
XXXXXXX, XxXXXXXXXX & ASSOCIATES
Salt Lake City, Utah
February 5, 1996
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
Assets $ -0- $ -0-
Total Assets $ -0- $ -0-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans Payable to Shareholders [Note 4] $ -0- $ 60,500
Total Current Liabilities -0- 60,500
Stockholders' Deficit
Common stock, $.0001 par value;
authorized 500,000,000 shares; issued
and outstanding 33,483,334 and 33,333,334
shares as of December 31, 1995 and 1994,
respectively 3,349 3,333
Additional paid in capital 240,551 180,056
Accumulated deficit during the
development stage (243,900) (243,889)
Total Stockholders' Deficit -0- (60,500)
Total Liabilities and
Stockholders Deficit $ -0- $ -0-
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
Formerly Longhorn Development Company, Inc.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1995 and December 31, 1994
And for the Period from November 12, 1985 (Inception)
through December 31, 1995
Inception
[11/12/85]
through
1995 1994 12/31/95
Revenue $ -0- $ -0- $ -0-
General and Administrative Expenses (11) -0- (146,964)
Operating Loss (11) -0- (146,964)
Other Income
Interest income -0- -0- 3,618
Net Loss Before Taxes (11) -0- (143,346)
Income taxes -0- -0- 204
Loss from operating activities (11) -0- (143,550)
Extraordinary Items
Loss on license agreement [Note 2] -0- -0- (100,000)
Write-off investment loss [Note 3] -0- -0- (350)
Net loss $ (11) $ -0- $(243,900)
Loss per share $ (.01) $ .00 $ (.01)
Weighted Average Shares Outstanding 33,333,334 33,333,334 29,016,394
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
For the Years Ended December 31, 1995 and December 31, 1994
and for the Period from November 12, 1985 [Inception]
through December 31, 1995
Accumulated Net
Common Common Additional Deficit During Stockholders'
Stock Stock Paid in Development Equity/
Shares Amount Capital Stage (Deficit)
Balance at Inception,
November 12, 1985 0 $ -0- $ -0- $ -0- $ -0-
Issue stock to
Officers and
Directors for
cash at $.00025
per share,
November, 1985 20,000,000 2,000 3,000 5,000
Net Income for the
Period ended
December 31, 0000 -0- -0-
Xxxxxxx, December
31, 1985 20,000,000 2,000 3,000 -0- 5,000
Net Income for the
Period ended
December 31, 0000 -0- -0-
Xxxxxxx, December
31, 1986 20,000,000 2,000 3,000 -0- 5,000
Three-for-One
Reverse Stock
Split,
March, 1987 (13,333,333)(1,333) 1,333 -0-
Issue stock
through Public
Offering for
cash at $.02 per
per share,
June, 1987 10,000,000 1,000 199,000 200,000
Less: Underwriting
Costs of Public
Offering (49,846) (49,846)
Net Loss for the
Period Ended
December 31, 1987 (3,163) (3,163)
Balance, December
31, 1987 16,666,667 $1,667 $153,487 $ (3,163) $ 151,991
Five-for-One
Reverse Stock
Split,
August, 1988 (13,333,333)(1,333) 1,333 -0-
Issue stock for
brokerage firm
services at
$.02 per share,
August, 1988 2,666,667 266 53,067 53,333
Issue stock in
exchange for all
outstanding
shares of Single
Chip Systems, Inc.,
August, 1988 27,333,333 2,733 (27,831) (25,098)
Net Loss for the
Period Ended
December 31, 1988 (240,111) (240,111)
Balance, December
31, 1988 33,333,334 3,333 180,056 (243,274) (59,885)
Net Loss for the
Period Ended
December 31, 1989 (611) (611)
Balance, December
31, 1989 33,333,334 3,333 180,056 (243,885) (60,496)
Net Loss for the
Period Ended
December, 1990 (4) (4)
Balance, December
31, 1990 33,333,334 3,333 180,056 (243,889) (60,500)
Net Loss for the
Period Ended
December 31, 1991 (0) (0)
Balance, December
31,1991 33,333,334 $3,333 $180,056 $(243,889) $ (60,500)
Net Loss for the
Period Ended
December 31, 1992 (0) (0)
Balance, December
31, 1992 33,333,334 3,333 180,056 (243,889) (60,500)
Net Loss for the
Period Ended
December 31, 1993 (0) (0)
Balance, December
31, 1993 33,333,334 3,333 180,056 (243,889) (60,500)
Net Loss for the
Period Ended
December 31, 1994 (0) (0)
Balance, December
31, 1994 33,333,334 3,333 180,056 (243,889) (60,500)
Issue stock in
exchange for
release and
indemnification
agreement against
debts incurred by
Company, previously
reported as Loans
Payable to Shareholders
in the financial
statements 45,000 5 60,495 60,500
Issue stock at par
value for services
rendered by current
executive officers
and directors of the
Company 105,000 11 11
Net Loss for the
Period Ended
December 31, 1995 (11) (11)
Balance, December
31, 1995 33,483,334 $3,349 $240,551 $(243,900) $ -0-
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995 and December 31, 1994
And for the Period From November 12, 1985 [Inception]
through December 31, 1995
Inception
[11/12/85]
through
1995 1994 12/31/95
Cash Flows Provided by/(Used) for
Operating Activities:
Net Loss $ (11) $ -0- $(143,550)
Issue stock for services rendered by
current executive officers and
directors of the Company 11 -0- 11
Exchange of stock for release and
indemnification against debts
incurred by the Company, previously
reported as Loans Payable to
Shareholders in the financial
statements 60,500 -0- 60,500
Decrease in loans from shareholders (60,500) -0- (60,500)
Net Cash Provided by/(Used for)
Operating Activities -0- -0- (143,539)
Cash Flows Used for Investing
Activities:
Technology license agreement -0- -0- (100,000)
Investment purchase -- Symetrix -0- -0- (350)
Net Cash Used for Investing
Activities -0- -0- (100,350)
Cash Flows Provided by/(Used for)
Financing Activities:
Loans from shareholders -0- -0- 60,500
Proceeds from issuance of
common stock -0- -0- 183,389
Net Cash Provided by/(Used for)
Financing Activities -0- -0- 243,889
Net Increase/(Decrease) in cash -0- -0- -0-
Beginning Cash -0- -0- -0-
Ending Cash $ -0- $ -0- $ -0-
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes $ -0- $ -9- $ 204
SINGLE CHIP SYSTEMS INTERNATIONAL, INC.
[Formerly Longhorn Development Company, Inc.]
[A Development Stage Company]
Notes to Financial Statements
December 31, 1995 and December 31, 1994
Note 1 Summary of Significant Accounting Policies
(a) Organization
The Company originally incorporated under the laws of the State of
Delaware on November 12, 1985, as Longhorn Development Company, Inc., for
the purpose of searching out and acquiring or participating in a business
or business opportunity. During 1988, the Company completed a
reorganization as outlined in note 5 below, resulting in, among other
things, a name change to Single Chip Systems International, Inc.
(b) Loss Per Share
Loss per common share is based on the weighted average number of common
shares outstanding.
(c) Additional Paid-In Capital
The amount shown on the financial statements as additional paid-in
capital consists primarily of proceeds from the sale of common stock in
excess of its par value, reduced by any direct expenses of such sales and
the exchange of common stock for brokerage services in excess of its par
value.
(d) Income Taxes
No provision has been made in the financial statements for income taxes
because the Company has accumulated losses totaling $243,900 since
inception.
Note 2 Technology Utilization License Agreement
On July 1, 1988, Single Chip Systems, Inc., a California corporation,
entered into a technology utilization license agreement with Ramtron
International Corporation, a Delaware corporation. The agreement granted
Single Chip Systems, Inc. the royalty-bearing, non-exclusive licenses
covering all nations of the world except and excluding the Ramax
Exclusive Territories of Australia, New Zealand, Papua New Guinea and the
islands of the South Western Pacific Region and the right of first
offerings in the territories of South Korea, Hong Kong, Taiwan and
Singapore, to use the ferroelectric technologies and the Ramtron
trademarks in production, manufacture and sales of Single Chip Systems,
Inc. products. If any of the Ramax First Refusal Territories become free
of the first refusal obligations, Ramtron International Corporation
agreed to negotiate with Single Chip Systems, Inc. regarding a grant of
license rights to the technology and the Ramtron trademarks in that
territory on the same terms and conditions as with any other party.
The agreement provided for an expiration date as of the close of business
on June 30, 1994, unless earlier terminated or extended according to the
provisions of the agreement. On that date, the term would be
automatically extended for an additional six year term upon agreement
between Ramtron International Corporation and Single Chip Systems, Inc.
on the amount and payment terms of a license extension fee and the
revenues to be received by Single Chip Systems, Inc. during such
extension period, negotiated on a good faith basis.
Payment terms for the agreement included the following:
1. $100,000 and 39,000 shares of the authorized Single Chip Systems, Inc.
common stock by July 1, 1988. Single Chip Systems, Inc. paid Ramtron
International Corporation $100,000 by cashiers check drawn on Community
Bank April 28, 1988. It does not appear, based on an analysis of the
statement of stockholders' equity, that any stock was issued pursuant to
the agreement.
2. $400,000 upon Ramtron International Corporation's transfer to Single
Chip Systems, Inc. of the Technical Information, which Single Chip
Systems, Inc. should have requested on or before June 30, 1989. No
additional payments other than the $100,000 mentioned in [1.] were sent
to Ramtron International Corporation by Single Chip Systems, Inc.,
effectively terminating the agreement.
3. Additional payment terms outlined in the agreement became irrelevant
when the parties failed to comply with the provisions outlined in [2.].
Single Chip Systems International, Inc. failed to receive any economic
benefit related to the license agreement. The Company recorded the
$100,000 loss on the license agreement in the period ended December 31,
1988.
Note 3 Investment -- Symetrix Corporation
In April, 1988, Single Chip Systems, Inc. purchased 1,071 share of
Symetrix Corporation, a Delaware corporation, common stock with a par
value of $ 1.00 per share from Xxxxx XxXxxxxx for $350.00. The purchase
represented 51% of the total outstanding shares of Symetrix Corporation.
Since audited financial statements were not available at the time of
acquisition, Single Chip Systems, Inc. elected to report the investment
at cost. The securities were classified as "available-for-sale" under the
provisions of FASB Statement Number 115.
Single Chip Systems International, Inc. failed to receive any economic
benefit related to the investment. The Company recorded an investment
write-off for the cost of the shares purchased in the period ended
December 31, 1988.
Note 4 Loans Payable to Shareholders
Financing for the Company's activities to date has been generated
primarily from the issuance of its shares and loans from shareholders.
The loans from shareholders are unsecured with no specific repayment
terms. On December 18, 1995, the Board of Directors approved the issuance
of 45,000 shares of stock in exchange for a release and indemnification
agreement against debts incurred by the Company, which had been reported
in the financial statements as loans payable to shareholders. The final
agreement was executed January 11, 1996, as explained in note 7 to the
financial statements.
Note 5 Reverse Stock Split and Reorganization
On or about August 24, 1988 an amendment to the Articles of Incorporation
of Longhorn Development Company, Inc., was filed with the Secretary of
State of the State of Delaware to amend the Certificate of Incorporation
of Longhorn Development Company, Inc. to change its name to Single Chip
Systems International, Inc. and amend its business purpose. Effective
August 26, 1988, the then issued and outstanding shares of Single Chip
Systems International, Inc. [formerly Longhorn Development Company, Inc.]
were reverse split at the ratio of one new share for every five shares
issued and outstanding.
After the reversal, 27,333,333 shares of Single Chip Systems
International, Inc. were issued in exchange for all outstanding shares of
Single Chip Systems, Inc. Effective September 2, 1988, the directors and
officers of Single Chip Systems International, Inc. [formerly Longhorn
Development Company, Inc.] resigned and were replaced with a new set of
directors and officers.
Note 6 Liquidity and Going Concern
The Company has incurred losses since inception amounting to $243,900,
and has no assets at December 31, 1995. The Company's ability to achieve
a level of profitable operations and/or additional financing impacts the
Company's ability to continue as a going concern as it is presently
organized. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management is currently seeking a
well-capitalized merger candidate in order to commence its operations.
Note 7 Subsequent Events
On January 11, 1996, Xxxx Xxxxxx, personally and as Chief Executive
Officer of Technology Exchange, Inc., a California corporation, executed
a release and indemnification agreement against all debts incurred by the
Company [reported as Loans Payable to Shareholders in the financial
statements] to Lebens and Technology Exchange, Inc. during 1988 and 1989.
Consideration for the agreement consisted of $300 and the issuance of
45,000 unregistered and unrestricted shares of the Company.
Note 8 Change in Accounting Principle -- Accounting for Income Taxes
During 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," which effective for
fiscal years beginning after December 31, 1992. The statement requires
the recognition of deferred tax assets and liabilities for the temporary
differences between the financial reporting basis and tax basis of the
Company's assets and liabilities at enacted tax rates expected to be in
effect when such amounts are realized or settled. The cumulative effect
of this change in accounting for income taxes as of January 1, 1993 was
$0, due to losses carried over from prior years and the unlikely nature
of future earnings. For the years ended December 31, 1995 and December
31, 1994, the Company had no income tax expenses. Any deferred tax
benefit arising from the losses carried forward would be offset entirely
by a valuation allowance since it is not likely that the Company will be
sufficiently profitable in the future to take advantage of the losses
carried forward.
EXHIBIT B-1
TRIPLE CHIP SYSTEMS, INC.
BALANCE SHEET AND STATEMENTS OF OPERATIONS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1996
TRIPLE CHIP SYSTEMS, INC.
Formerly Known as Single Chip Systems International, Inc.
BALANCE SHEETS
October 31, 1996 and December 31, 1995
10/31/96 12/31/95
(Unaudited)
ASSETS
Total Current Assets $ 0 $ 0
TOTAL ASSETS $ 0 $ 0
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
Loans from stockholders $ 3,876 $ 0
Total Current Liabilities 3,876 0
TOTAL LIABILITIES 3,876 0
EQUITY
Common Stock 42 3,349
Paid-in Capital 249,215 240,551
Accumulated Deficit (253,133) (243,900)
TOTAL EQUITY (3,876) 0
TOTAL LIABILITIES & EQUITY $ (0) $ 0
TRIPLE CHIP SYSTEMS, INC.
Formerly Known as Single Chip Systems International, Inc.
STATEMENT OF OPERATIONS
For the Ten Month Period Ended October 31, 1996
And for the Year Ended December 31, 1995
Ten Months The Year
Ended Ended
10/31/96 12/31/95
(unaudited)
REVENUE
Income $ 0 $ 0
NET REVENUE 0 0
OPERATING EXPENSES
Office Expenses 4,206 0
Professional Fees 5,027 0
Other Expenses 450 11
TOTAL OPERATING EXPENSES 9,233 11
NET INCOME/(LOSS) $(9,233) $ (11)
NET LOSS PER SHARE $ (0.01) $ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 20,011,647 33,333,334
EXHIBIT C
None.
EXHIBIT X
XXXXXX PETROLEUM, INC.
UNAUDITED BALANCE SHEET AND STATEMENT OF OPERATIONS
FOR THE SIX MONTH PERIOD ENDED OCTOBER 31, 1996
XXXXXX PETROLEUM, INC.
BALANCE SHEET
October 31, 1996
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $10,576
Accounts receivable $178,001
Inventory $232,752
Total Current Assets $421,328
OIL AND GAS PROPERTIES
Properties being amortized $394,751
Less: Accumulated amortization ($180,616)
Total Oil and Gas Properties $214,135
OTHER ASSETS
Property & Equipment, less
Accum. Depr. $443,071
Bonds $40,500
Land $11,500
Investments $25,507
Note Receivable $305,622
Total Other Assets $826,200
TOTAL ASSETS $1,461,663
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $175,751
Accrued expenses $9,478
Long-Term debt-current $349,982
Total Current Liabilities $535,211
LONG-TERM DEBT
Long-Term Debt $15,474
$15,474
STOCKHOLDERS' EQUITY
Common stock, 1,156 shares,
issued and outstanding $297,044
Paid-in-capital $195,300
Retained Earnings $418,634
Total Stockholders Equity $910,978
TOTAL LIABILITIES AND EQUITY $1,461,663
XXXXXX PETROLEUM, INC.
Statement of Operations and Retained Earnings
For the six months ended October 31, 1996
(Unaudited)
Revenues
Service and Drilling Revenue $268,867
Oil and Gas Revenue $113,196
Retail Sales $79,069
Other Revenue $67,887
Total Revenue $529,019
Cost and Expenses
Drilling/Operating Expense $117,325
Depreciation and Amortization $52,835
Interest Expense $17,930
General and Administrative Expenses $376,391
Total Cost and Expenses $564,481
Net loss from Continuing Operations ($35,462)
Other Income
Interest income $10,621
loss before Provision for Income Taxes ($24,841)
Current $0
Deferred $0
Total Income Taxes $0
Net Income ($24,841)
Income Per Share ($21)
Weighted Average Shares Outstanding 1156
RETAINED EARNINGS MAY 1, 1996 $443,475
RETAINED EARNINGS OCTOBER 31, 1996 $418,634
XXXXXX PETROLEUM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The Company incorporated under the laws of the State of Tennessee on January
24, 1978. The Company drills, services and operates oil and gas xxxxx.
B. Basis of Financial Statement Presentation
The Company prepares its financial statements on the accrual basis of
accounting. Under this method of accounting, revenue is recognized when earned
and expenses are recognized when goods or services are received, whether paid
or not.
C. Income Per share
Income per common share is based on the weighted average number of common
shares outstanding.
D. Cash Equivalents
The Company considers all investments with a maturity of three months or less
when purchased to be cash equivalents.
E. Income Taxes
Deferred income taxes, when applicable, arise from timing differences in the
recognition of certain income and expense items for tax purposes. Such
differences arise primarily from the use of different methods of accounting
for depletion, depreciation, amortization and intangible drilling costs.
F. Gas Balancing
The Company records gas revenue based on the entitlement method. Under this
method, recognition of revenue is based on the Company's prorate share of each
xxxxx production. During such times as the Company's sales of gas exceed its
prorate ownership in a well, a liability is recorded, and conversely, a
receivable is recorded for xxxxx in which the Company's sales of gas are less
than its prorate share.
G. Accounts Receivable
Accounts receivable is presented at net realizable value. All accounts
receivable are considered collectible.
H. Inventory
Inventory is stated at cost.
Note 2: Oil and Gas Properties
The Company uses the successful efforts method of accounting for oil and
producing activities. Costs to acquire mineral interests in oil and gas prop
to drill and equip exploratory xxxxx that find proved reserves, and to drill a
equip development xxxxx are capitalized. Costs to drill exploratory xxxxx th
find proved reserves, geological and geophysical costs, and costs of xxxx
and retaining unproved properties are expensed.
Note 3: Property and Equipment
Property and equipment are stated at cost. Depreciation is computed usin
straight-line method over the estimated useful lives of the related assets.
Property and equipment consist of the following;
Machinery and Equipment $455,778
Vehicles $217,221
Office Equipment $27,272
Building Improvements $173,375
$873,646
Accum. Depreciation ($430,575)
Net $443,071
Note 4: Bonds
All the oil and gas bonds required for well operators by the Tennessee Oil
Gas Board are in the name of Xxxxx Xxxxxx. Consequently, Xxxxx is listed
state as well operator for Xxxxxx Petroleum, Inc. xxxxx. Xxxxx got the bond
the Company was incorporated.
Note 5: Related Party Transactions
The Company has a note receivable from Xxxxx Xxxxxx (majority stockholder
for $296,690. at July 31, 1996
Note 6: Notes payable
Notes payable are as follows:
Note payable @ 10% interest due in monthly installments
of $292, secured by a waste oil furnace $288
Note payable @ 9.85%, due 12/28/96, secured by
operating equipment $13,095
Line of credit note payable @ 11.3%, due currently,
secured by real estate $50,687
Note payable @ 9.25% interest due in monthly installments
of $386, secured by a 1995 Chevrolet Pickup $15,977
Note payable @ 10% interest due in monthly installments
of $619, secured by a 1994 Toyota Land Cruiser $28,277
Line of credit note payable at 9%, due currently
secured by pledged receivables $39,653
Line of credit note payable at 10.5%, due currently
secured by equipment and inventory $105,600
Notes payable @ 10% interest, secured by working
interest in six natural gas xxxxx. $83,852
Note payable to Xxxxxxxx XxXxx $16,090
Note payable @ 6%, secured by working interest
in an oil well. $2,688
Note payable @ 6%, secured by working interest
in an oil well. $2,688
Notes payable @ 10% interest, payable in monthly
installments of $146, secured by Dell computer $1,882
Note payable @ 10% interest due in monthly installments
of $255, secured by a DCZ355 Mita Copier $4,679
Total Long-Term Debt $365,456
Less: Current Portion ($349,982)
Long-Term Debt, excluding Current Portion $15,474
Note 7: General and Administrative Expenses
Details of general and administrative expenses are as follows:
Direct Labor $146,896
Fuel & Oil $26,647
Parts and Repairs $37,990
Subcontractors $18,976
Travel $659
Trucking & Dozer $9,304
Well Operating Costs $27,098
Purchases-Resale $14,517
Equipment Rentals $8,766
Office Expense $3,272
Insurance $18,632
Legal & Professional $21,619
Telephone $11,147
Office Rent $4,070
Payroll Taxes $12,179
Utilities $7,689
Miscellaneous $6,655
Donations $275
Total General and Administrative $376,391
Note 8: Income Taxes
The Company has a tax basis net operating loss carryforward at October 31,
1996, by which it may effect future taxable income.
Note 9: Current Events
Xxxxxx Services, Inc. and Energy Cell, Inc. were merged into Xxxxxx Petroleum,
Inc. effective May 1, 1996.
EXHIBIT E
Legal Actions Pending
Xxxxxxx Xxxx Xxxx, et al. vs. Xxxxxx Services, Inc., a Tennessee
corporation, and predecessor of Xxxxxx Petroleum, et al., pending in the
Circuit Court for Xxxxxxx County, Tennessee, Civil No. 3083; and Xxxxx and
Xxxx Xxx Xxxxxx vs. Xxxxxx Services, et al., pending in the Circuit Court of
Xxxxxxx County, Tennessee, Civil No. 3030.
EXHIBIT F
Interwest Transfer
0000 Xxxx Xxxxxx-Xxxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Triple Chip Systems, Inc.
0000 Xxxx Xx. Xxxxx Xxxx., #000
Xxxxx, Xxxx 00000
Re: Exchange of shares of Xxxxxx Petroleum, Inc., a
Tennessee corporation ("Xxxxxx Petroleum"), for shares
of Triple Chip Systems, Inc., a Delaware corporation
("Triple Chip or "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Xxxxxx Petroleum, the other stockholders of
Xxxxxx Petroleum and Triple Chip, I acknowledge that I have approved this
exchange; that I am aware of all of the terms and conditions of the Plan; that
I have received and personally reviewed a copy of any and all material
documents regarding the Company, including, but not limited to Articles of
Incorporation, Bylaws, minutes of meetings of directors and stockholders,
financial statements and reports filed with the Securities and Exchange
Commission during the past twelve months, including Triple Chip s Annual
Report on Form 10-KSB for the year ended December 31, 1995, and its Quarterly
Reports on Form 10-QSB for the quarters ended March 31, June 30 and September
30, 1996. I represent and warrant that no director or officer of the Company
or any associate of either has solicited this exchange; that I am an
"accredited investor" as that term is known under the Rules and Regulations of
the Securities and Exchange Commission (see Exhibit "A" hereto); and/or, I
represent and warrant that I have sufficient knowledge and experience to
understand the nature of the exchange and am fully capable of bearing the
economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of
the Plan, Triple Chip had little, if any assets, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Xxxxxx Petroleum for shares of Triple Chip results in a decrease in the actual
percentage of ownership that my shares of Xxxxxx Petroleum represented in
Xxxxxx Petroleum prior to the completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Triple Chip is
Xxxxxxx, XxXxxxxxxx & Associates, Certified Public Accountants, 0000 Xxxxx 000
Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000; Telephone #000-000-0000; and that
legal counsel for Triple Chip is Xxxxxxx X. Xxxxxxxxxx, Esq., 000 Xxxx 0xx
Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, Telephone #000-000-0000.
I also understand that I must bear the economic risk of ownership
of any of the Triple Chip shares for a long period of time, the minimum of
which will be two (2) years, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to Xxxxxx
Petroleum for use by Triple Chip as they are made to induce you to issue me
the shares of Triple Chip under the Plan, and I further represent (of my
personal knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Triple Chip, all shares of Triple Chip to be issued and delivered to me in
exchange for my shares of Xxxxxx Petroleum shall be represented by one stock
certificate only and which such stock certificate shall be imprinted with the
following legend or a reasonable facsimile thereof on the front and reverse
sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Triple Chip will attempt to
accommodate any stockholders' request where Triple Chip views the request is
made for valid business or personal reasons so long as in the sole discretion
of Triple Chip, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Triple Chip.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxx Xxxxxx 3,135,815 shares
0000 Xxxxx Xxx.
P. O. Xxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Thank you very much.
Dated this 20th day of December, 1996.
Very truly yours,
/s/ Xxxxx Xxxxxx
EXHIBIT F
Interwest Transfer
0000 Xxxx Xxxxxx-Xxxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Triple Chip Systems, Inc.
0000 Xxxx Xx. Xxxxx Xxxx., #000
Xxxxx, Xxxx 00000
Re: Exchange of shares of Xxxxxx Petroleum, Inc., a
Tennessee corporation ("Xxxxxx Petroleum"), for shares
of Triple Chip Systems, Inc., a Delaware corporation
("Triple Chip or "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Xxxxxx Petroleum, the other stockholders of
Xxxxxx Petroleum and Triple Chip, I acknowledge that I have approved this
exchange; that I am aware of all of the terms and conditions of the Plan; that
I have received and personally reviewed a copy of any and all material
documents regarding the Company, including, but not limited to Articles of
Incorporation, Bylaws, minutes of meetings of directors and stockholders,
financial statements and reports filed with the Securities and Exchange
Commission during the past twelve months, including Triple Chip s Annual
Report on Form 10-KSB for the year ended December 31, 1995, and its Quarterly
Reports on Form 10-QSB for the quarters ended March 31, June 30 and September
30, 1996. I represent and warrant that no director or officer of the Company
or any associate of either has solicited this exchange; that I am an
"accredited investor" as that term is known under the Rules and Regulations of
the Securities and Exchange Commission (see Exhibit "A" hereto); and/or, I
represent and warrant that I have sufficient knowledge and experience to
understand the nature of the exchange and am fully capable of bearing the
economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of
the Plan, Triple Chip had little, if any assets, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Xxxxxx Petroleum for shares of Triple Chip results in a decrease in the actual
percentage of ownership that my shares of Xxxxxx Petroleum represented in
Xxxxxx Petroleum prior to the completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Triple Chip is
Xxxxxxx, XxXxxxxxxx & Associates, Certified Public Accountants, 0000 Xxxxx 000
Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000; Telephone #000-000-0000; and
that legal counsel for Triple Chip is Xxxxxxx X. Xxxxxxxxxx, Esq., 000 Xxxx
0xx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, Telephone #000-000-0000.
I also understand that I must bear the economic risk of ownership
of any of the Triple Chip shares for a long period of time, the minimum of
which will be two (2) years, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to Xxxxxx
Petroleum for use by Triple Chip as they are made to induce you to issue me
the shares of Triple Chip under the Plan, and I further represent (of my
personal knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Triple Chip, all shares of Triple Chip to be issued and delivered to me in
exchange for my shares of Xxxxxx Petroleum shall be represented by one stock
certificate only and which such stock certificate shall be imprinted with the
following legend or a reasonable facsimile thereof on the front and reverse
sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Triple Chip will attempt to
accommodate any stockholders' request where Triple Chip views the request is
made for valid business or personal reasons so long as in the sole discretion
of Triple Chip, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Triple Chip.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxx Xxxxxx 1,790,660 shares
0000 Xxxxx Xxx.
P. O. Xxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Thank you very much.
Dated this 20th day of December, 1996.
Very truly yours,
/s/ Xxxxxx Xxxxxx
EXHIBIT F
Interwest Transfer
0000 Xxxx Xxxxxx-Xxxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Triple Chip Systems, Inc.
0000 Xxxx Xx. Xxxxx Xxxx., #000
Xxxxx, Xxxx 00000
Re: Exchange of shares of Xxxxxx Petroleum, Inc., a
Tennessee corporation ("Xxxxxx Petroleum"), for shares
of Triple Chip Systems, Inc., a Delaware corporation
("Triple Chip or "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Xxxxxx Petroleum, the other stockholders of
Xxxxxx Petroleum and Triple Chip, I acknowledge that I have approved this
exchange; that I am aware of all of the terms and conditions of the Plan; that
I have received and personally reviewed a copy of any and all material
documents regarding the Company, including, but not limited to Articles of
Incorporation, Bylaws, minutes of meetings of directors and stockholders,
financial statements and reports filed with the Securities and Exchange
Commission during the past twelve months, including Triple Chip s Annual
Report on Form 10-KSB for the year ended December 31, 1995, and its Quarterly
Reports on Form 10-QSB for the quarters ended March 31, June 30 and September
30, 1996. I represent and warrant that no director or officer of the Company
or any associate of either has solicited this exchange; that I am an
"accredited investor" as that term is known under the Rules and Regulations of
the Securities and Exchange Commission (see Exhibit "A" hereto); and/or, I
represent and warrant that I have sufficient knowledge and experience to
understand the nature of the exchange and am fully capable of bearing the
economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of
the Plan, Triple Chip had little, if any assets, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Xxxxxx Petroleum for shares of Triple Chip results in a decrease in the actual
percentage of ownership that my shares of Xxxxxx Petroleum represented in
Xxxxxx Petroleum prior to the completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Triple Chip is
Xxxxxxx, XxXxxxxxxx & Associates, Certified Public Accountants, 0000 Xxxxx 000
Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000; Telephone #000-000-0000; and
that legal counsel for Triple Chip is Xxxxxxx X. Xxxxxxxxxx, Esq., 000 Xxxx
0xx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, Telephone #000-000-0000.
I also understand that I must bear the economic risk of ownership
of any of the Triple Chip shares for a long period of time, the minimum of
which will be two (2) years, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to Xxxxxx
Petroleum for use by Triple Chip as they are made to induce you to issue me
the shares of Triple Chip under the Plan, and I further represent (of my
personal knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Triple Chip, all shares of Triple Chip to be issued and delivered to me in
exchange for my shares of Xxxxxx Petroleum shall be represented by one stock
certificate only and which such stock certificate shall be imprinted with the
following legend or a reasonable facsimile thereof on the front and reverse
sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Triple Chip will attempt to
accommodate any stockholders' request where Triple Chip views the request is
made for valid business or personal reasons so long as in the sole discretion
of Triple Chip, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Triple Chip.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxxxx XxXxx 73,525 shares
0000 Xxxxx Xxx.
P. O. Xxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Thank you very much.
Dated this 20th day of December, 1996.
Very truly yours,
/s/ Xxxxxxxx XxXxx
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Triple Chip Systems, Inc., a
Delaware corporation ("Triple Chip"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Plan") between
Triple Chip and Xxxxxx Petroleum, Inc., a Tennessee corporation ("Xxxxxx
Petroleum"), and the stockholders of Xxxxxx Petroleum (the Xxxxxx Petroleum
Stockholders ):
1. That he is the President of Triple Chip and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Xxxxxx Petroleum and the Xxxxxx Petroleum Stockholders.
2. Based on his personal knowledge, information, belief and
opinions of counsel for Triple Chip regarding the Plan:
(i) All representations and warranties of Triple Chip
contained within the Plan are true and correct;
(ii) Triple Chip has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of Triple Chip as set forth in its
financial statements for the periods ended December
31, 1995 and 1994, and October 31, 1996, except as
set forth in Exhibit C to the Plan.
TRIPLE CHIP SYSTEMS, INC.
By /s/ Xxxxxxx X. Xxxxxx, President
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Xxxxxx Petroleum, Inc., a
Tennessee corporation ("Xxxxxx Petroleum"), represents and warrants the
following as required by the Agreement and Plan of Reorganization (the "Plan")
between Xxxxxx Petroleum, its stockholders (the "Xxxxxx Petroleum
Stockholders") and Triple Chip Systems, Inc., a Delaware corporation ("Triple
Chip"):
1. That he is the President of Xxxxxx Petroleum and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Triple Chip.
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of Xxxxxx Petroleum
contained within the Plan are true and correct;
(ii) Xxxxxx Petroleum has complied with all terms and
provisions required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of Xxxxxx Petroleum as set forth in
its unaudited balance sheet and statement of
operations for the period ended October 31, 1996,
except as set forth in Exhibit D to the Plan.
XXXXXX PETROLEUM, INC.
By /s/ Xxxxx Xxxxxx, President
/s/ Xxxxx Xxxxxx, Personally
