1
Exhibit 8.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is dated this 28th day of May 1999,
and is made by and among Xxxxxxx Xxxxxx, a married man residing in the State of
Florida ("Seller") and Satellite Control Technologies Inc., a Nevada corporation
("Buyer").
The Seller owns ten thousand (10,000) shares of the common stock of DebitFone
International, Inc., a Florida corporation ("DebitFone") which constitutes all
of the issued and outstanding capital stock of DebitFone ("Stock").
The Seller desires to sell and the Buyer desires to purchase the Stock owned by
Seller pursuant to the terms of this Agreement as hereinafter set forth.
Purchase and Sale On the Closing Date, Seller shall sell, issue, transfer,
deliver and convey to Buyer the Stock, and Buyer shall purchase the Stock in
exchange for 2,900,000 unregistered shares of the common stock of Buyer and
100,000 registered and free trading shares of the Buyer. At the Closing Date,
the Seller shall deliver the share certificate(s) representing ownership of the
Stock to Buyer free and clear of all liens and encumbrances issued in the name
of Buyer. Simultaneously, Buyer shall deliver a share certificate(s)
representing ownership of 2,900,000 unregistered shares of Buyer's common stock
and 100,000 shares of registered and free trading share issued in the name of
Seller.
Closing Date. This transaction shall close on June 30, 1990 at 12:00 p.m,
(Pacific Daylight Time) in the offices of the Buyer or on such other date, time
and place agreed to by the parties in writing ("Closing Date").
Registration Rights. Buyer agrees that the unregistered stock issued to Seller
shall have "piggyback" registration rights meaning that if Buyer initiates a
procedure to register shares of its stock pursuant to a secondary offering or
other type of registration procedure prior to June 30, 2001, it shall include
Seller's stock in the registration along with the other shares.
Appointment to the Board of Directors. Immediately upon the Closing Date, the
Seller being the only member of the Board of Directors of DebitFone, shall
appoint Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx, or such other individuals
selected by Buyer prior to the Closing Date, to the Board of Directors of
DebitFone.
Representations and Warranties of Seller. Seller, in his individual capacity and
as president of DebitFone hereby represents and warrants to the Buyer, as of the
Closing Date that:
2
1. DebitFone is a "S" corporation duly organized, validly existing and
in good standing under the laws of the State of Florida, and has all requisite
corporate power and authority to conduct its business as now operated. Further,
DebitFone is duly qualified to do business in each jurisdiction in which the
nature of its business or character of its properties makes qualification
necessary.
2. DebitFone is authorized to issue ten thousand (10,000) shares of
common stock, of which ten thousand (10,000) shares are issued and outstanding.
At the Closing Date, there will be no other classes of stock authorized or
outstanding. All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid and nonassessable, with no personal
liability attaching to the ownership thereof. Further, there are no outstanding
options, warrants and/or agreements obligating Seller to issue stock to any
individual or entity.
3. Seller has caused to be delivered to Buyer certain financial
statements for calendar years 1996, 1997 and 1998 and a balance sheet dated
April 30, 1999 which have been prepared by DebitFone's Certified Public
Accountant. The financial statements and balance sheet are in accordance with
the books and records of DebitFone, prepared in accordance with generally
accepted accounting principles consistently applied, are in all material
respects true, correct and complete and reflect all activities of DebitFone as
of the dates thereof.
4. DebitFone shall have arranged for the cancellation of any and all
debt owing to the Seller by DebitFone. Further, all obligations and indebtedness
owed by DebitFone to any and all other persons or entities as of May 31, 1999
shall have been paid. However, Seller shall be entitled to the deposit placed as
security on that certain lease entered into by DebitFone for the premises
located at 0000 Xxxxxxxxxx Xxxx, Xxxxx X-0, Xxxxx, Xxxxxxx at the expiration of
said lease.
5. As of the Closing Date, all of the assets of DebitFone, be they
fixed assets, personable property or real property shall be free and clear of
all encumbrances.
6. As of the Closing Date, DebitFone shall have no employees, employee
benefit plan or any labor or employment agreements except for that certain
agreement entered into by DebitFone to lease employees.
7. There is no suit action or legal, administrative, arbitration or
other proceeding pending, filed or initiated by or against Seller or DebitFone
or pending or threatened against Seller or DebitFone.
8. The business and operation of DebitFone have been and are being
conducted without violation of or in less than full compliance with all
applicable laws, ordinances, rules and regulations of all authorities, violation
of which, individually or in the aggregate, would materially and adversely
affect the business of DebitFone. The Seller and DebitFone
3
have received no notice of any violation of any such law, ordinance, rule or
regulation from any governmental authority.
9. The current software to install codes ("airtime") for use in
DebitFone's products is properly copyrighted in accordance with law and is in
the name of DebitFone.
10. DebitFone has the means, rights and information required to have
manufactured, process, sell, offer for sale and use the items and perform the
services as presently being manufactured, processed, offered for sale, sold or
used or performed by DebitFone, including, without limitation the successful
operation of the DebitFone Management System; the addition of time to a user's
DebitFone by means of a credit card or by means of a prepaid cellular time card
and the integration of the DebitFone system into the carrier network obtained
for use by DebitFone.
11. The Seller and DebitFone have duly and timely filed all federal,
state and local tax returns required to be filed since the inception of
DebitFone and all such returns are complete and correct in all respects.
12. Seller will provide to Buyer a complete list showing the name of
each bank or other financial institution in which DebitFone has on account or
safety deposit box together with a list of all persons authorized to draw
thereon or have access thereto.
Survival of Representations. The representations and warranties of the Seller
contained in this Agreement shall survive the consummation of the transaction
contemplated herein and any examination on behalf of the Buyer in accordance
with the terms of this Agreement.
Indemnification. The Seller shall indemnify the Buyer in respect of all
liabilities of DebitFone of any nature, whether accrued, absolute, contingent,
or otherwise existing at the Closing Date, to the extent not reflected or
reserved against in DebitFone's balance sheet of that date including, without
limitation, any tax liabilities to the extent not so reflected or reserved
against, accrued in respect of, or measured by DebitFone's income up to and
including May 31, 1999.
Conditions Prior to Closing. The obligation of Buyer to consummate the
transaction set forth herein is expressly subject to satisfaction on or prior
to the Closing Date of each and every of the following conditions, any of which
may be waived in writing by the Buyer.
1. All representations and warranties by the Seller contained in this
Agreement shall be true and correct in all material respects as of the Closing
Date.
2. Prior to the Closing Date, Buyer shall conduct a customary due
diligence investigation and in its sole discretion elect to go forward with the
transaction after the completion of the investigation.
4
3. There shall have been no material change in the financial condition,
business, prospects, assets, properties, results of operations or capitalization
of DebitFone from that reflected in the financial statements provided by Seller
to Buyer.
Severability. If any term, provision, covenant or condition of this Agreement is
held by a court of competent jurisdiction to be invalid or unenforceable, then
the remainder of the provisions shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
Waiver. Waiver of any default or breach of this Agreement or misrepresentation
of any warranty, representation, covenant or obligation contained herein shall
not be construed as a waiver of any subsequent breach, default or
misrepresentation.
Amendment. This Agreement cannot be modified or amended except by a writing
signed by all the parties hereto including the spouse of the Seller.
Counterparts. This Agreement may be executed in one or more counterparts, all of
which, together shall constitute a single agreement.
Attorneys' Fees. If any party hereto, including the spouse of Seller, bring an
action as a result of any breach by any other party of its warranties or
representation or such party's failure to fulfill or perform any of its
covenants or obligations hereunder, then in such event, the prevailing party in
any such action shall be entitled to its reasonable attorneys' fees in addition
to any other relief to which it may be entitled.
Successors. This Agreement shall be binding upon, and inure to the benefit of
the respective legal representatives, successors, and assigns of the parties.
Further Assistance. The parties hereto, including the spouse of Seller, hereby
agree to execute and deliver all such documents and provide such information and
to take any action necessary and required in order to effectuate the transaction
contemplated by this agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date
first above written.
(Signature page and consent follows on next page)
5
SELLER
/s/ Xxxxxxx Xxxxxx
----------------------------------------------------------
Xxxxxxx Xxxxxx, individually and as President of DebitFone
SS# ###-##-####
CONSENT OF SPOUSE
I, Xxxx Xxxxxx, am the spouse of the Seller, Xxxxxxx Xxxxxx. The shares of
DebitFone to be sold pursuant to the terms of this Agreement constitute
community property of our marital estate. I have read the terms of this
Agreement and consent to the sale of the stock to Seller on the terms and
conditions set forth herein.
/s/ Xxxx Xxxxxx
-------------------------
Xxxx Xxxxxx
SS# ###-##-####
BUYER
Satellite Control Technologies, Inc.
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxx Hartumian
--------------------------------- -------------------------------
Xxxxx Xxxxxxxxxx, Shareholder Xxxx Hartumian, Shareholder
/s/ Xxxxxx Sheginian
--------------------------
Xxxxxx Sheginian, Director
Xxxxxx,
I do have issues with this contract. I will discuss them the week of 7-6-99, but
signed this agreement for everyone's comfort level.
/s/ Xxxxxxx Xxxxxx
--------------------------
Xxxxxxx Xxxxxx
