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Global Intellicom Inc – ‘8-K’ for 3/22/99 – EX-1

As of: Monday, 4/5/99 · For: 3/22/99 · Accession #: 891092-99-175 · File #: 0-26684

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/05/99  Global Intellicom Inc             8-K:2,5,7   3/22/99    2:51K                                    Doremus Fin… Printing/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     17K 
 2: EX-1        Share Exchange Agreement                              15     65K

EX-1 — Share Exchange Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Gac
1	1st Page - Filing Submission
14	Gac

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EXHIBIT 1                                                                       

SHARE EXCHANGE AGREEMENT

      SHARE EXCHANGE AGREEMENT made as of December 31, 1998, by and among Global
Intellicom, Inc., a Nevada corporation ("GBIT");  Global-Insync,  Incorporated a
Virginia  corporation  ("GII" or the "Company");  and GII  Acquisition  Corp., a
Delaware corporation ("GAC").                                                   

WHEREAS, GII is a wholly owned subsidiary of GBIT; and              

      WHEREAS,  GAC desires to acquire all of the issued and outstanding  shares
of common stock of GII from GBIT in exchange for an aggregate of 3,500 shares of
a newly  designated  class of GAC preferred stock called GII  Acquisition  Corp.
Series A 9% Preferred Stock (the "Preferred Stock") the ("Exchange Offer"); and 

      WHEREAS,  the voluntary share exchange  contemplated hereby will result in
GBIT  tendering  all of the  outstanding  common stock of GII to GAC in exchange
solely for the Preferred Stock.                                                 

      NOW, THEREFORE,  in consideration of the mutual promises,  covenants,  and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:          

 ARTICLE 1
EXCHANGE OF SECURITIES

      1.1 Issuance of Shares. Subject to all of the terms and conditions of this
Agreement,  GAC agrees to cause GII to issue 3,500 shares of Preferred  Stock to
GBIT in exchange  for all of the issued and  outstanding  shares of GII's Common
Stock.                                                                          

      1.2  Exemption  from  Registration.  The  parties  hereto  intend that the
Preferred  Stock  to be  issued  by  GII  to  GBIT  shall  be  exempt  from  the
registration requirements of the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4(2) of the Act and Rule 506 of Regulation D under such Act.

 ARTICLE 2
 REPRESENTATIONS AND WARRANTIES OF GII

      Except  as  disclosed   in  Schedule  2  which  is  attached   hereto  and
incorporated  herein by  reference,  GII hereby  represents  and warrants to GAC
that:                                                                           

      2.1 Organization.  GII is a corporation duly organized,  validly existing,
and in good standing under the laws of the state of Virginia,  has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do                                 

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business and is in good standing in each of the jurisdictions where its business
requires qualification.                                                         

      2.2 Capital.  The authorized  capital stock of the Company consists of the
shares of common  stock set forth on Schedule 2.  Schedule 2 also sets forth the
number of shares of common stock which are issued and outstanding.  There are no
other classes of capital stock  authorized,  issued or  outstanding.  All of the
issued and outstanding shares of the Company's common stock are duly authorized,
validly  issued,  fully  paid,  and  non-assessable.  There  are no  outstanding
subscriptions,  options, rights, warrants, debentures, instruments,  convertible
securities,  or other agreements or commitments  obligating the Company to issue
or to transfer from treasury any  additional  shares of its capital stock of any
class.                                                                          

      2.3  Subsidiaries.  The Company has no  subsidiaries  except for  National
Computer  Resources,   Inc.,  a  corporation  ("NCRI");   and  Natcom  Automated
Solutions,   Inc.,  a  corporation  ("NASI").   (NCRI  and  NASI  are  sometimes
hereinafter referred to collectively as the "Subsidiaries" and individually as a
"Subsidiary".)                                                                  

      2.4 Directors  and  Officers.  Schedule 2 contains the names and titles of
all directors and officers of the Company and each  Subsidiary as of the date of
this Agreement.                                                                 

      2.5  Financial  Statements.  The Company has  delivered to GAC its audited
balance sheet,  statement of operations,  statement of stockholders'  equity and
statement  of cash flows as of and for the period ended  December 31, 1997,  and
its unaudited  balance  sheet and  statement of  operations  for the nine months
ended  September  30, 1998 (the  "Company  Financial  Statements").  The Company
Financial  Statements are complete and correct in all material respects and have
been  prepared in  accordance  with  generally  accepted  accounting  principles
applied on a consistent  basis throughout the periods  indicated.  The Financial
Statements  accurately  set out and  describe  the  financial  condition  of the
Company as of September 30, 1998.                                               

      2.6 Absence of Changes.  Since  September 30, 1998,  except for changes in
the ordinary  course of business which have not in the aggregate been materially
adverse, to the best of the Company's  knowledge,  the Company has conducted its
business  only in the ordinary  course and has not  experienced  or suffered any
material  adverse change in the condition  (financial or otherwise),  results of
operations,  properties, business or prospects of the Companies taken as a whole
or waived or surrendered any claim or right of material value.                  

      2.7 Absence of Undisclosed Liabilities. Neither the Company nor any of its
properties or assets are subject to any material  liabilities  or obligations of
any nature, whether absolute,  accrued,  contingent or otherwise and whether due
or to become due,  that are not  reflected in the Company  Financial  Statements
presented to GAC or have otherwise been disclosed in writing to GAC.            

      2.8 Tax Returns.  Except as disclosed to GAC,  within the times and in the
manner prescribed by law, the Company has filed all federal, state and local tax
returns required by law, or                                                     

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has  filed  extensions  which  have not yet  expired,  and has  paid all  taxes,
assessments  and  penalties  due and payable,  except for amounts  which are not
material to the Companies, taken as a whole.                                    

      2.9 Investigation of Financial  Condition.  Without in any manner reducing
or otherwise  mitigating the  representations  contained herein,  GAC and/or its
attorneys shall have the  opportunity to meet with  accountants and attorneys to
discuss the financial condition of the Company. The Company shall make available
to GAC and/or  its  attorneys  all books and  records  of the  Company  and each
Subsidiary.  The Company may request that any person receiving  information with
respect to it shall execute and deliver an appropriate confidentiality agreement
as a condition to such receipt.                                                 

      2.10  Compliance  with Laws.  The Company and the  Subsidiaries  have each
complied with, and are not in violation of, applicable  federal,  state or local
statutes,  laws and regulations (including,  without limitation,  any applicable
building, zoning or other law, ordinance or regulation) affecting its properties
or the  operation  of its  business,  except for matters  which would not have a
material affect on the Company or its properties taken as a whole.              

      2.11 Litigation. Except as disclosed in writing to GAC, the Company is not
a party to any  suit,  action,  arbitration  or legal,  administrative  or other
proceeding,  or governmental  investigation pending or, to the best knowledge of
the Company, threatened against or affecting the Company or its business, assets
or  financial  condition,  except for  matters  which  would not have a material
affect on the Companies or their properties taken as a whole. The Company is not
in default with respect to any order, writ, injunction or decree of any federal,
state, local or foreign court, department,  agency or instrumentality applicable
to it. The Company is not engaged in any lawsuit to recover any material  amount
of monies due to it. GII and GBIT are subject to a temporary  restraining  order
(the  "TRO") in an action  entitled  Source  Code  Corporation,  et al v. Global
Intellicom  Inc. et al 99- 270  (Massachusetts  Superior  Court,  Norfolk) which
would prevent the  consummation  of this  transaction.  It is a condition to the
consummation  of the  transactions  contemplated  hereby  that the TRO either be
modified to permit this  transaction or that a consent to this  transaction from
the plaintiffs be obtained by the GBIT and GII.                                 

      2.12  Authority.  The Company has full  corporate  power and  authority to
enter into this  Agreement.  The board of directors of the Company has taken all
action  required to authorize the execution and delivery of this Agreement by or
on behalf of the Company and the  performance of the  obligations of the Company
under this Agreement.  No other corporate proceedings on the part of the Company
are necessary to authorize  the execution and delivery of this  Agreement by the
Company  or the  performance  of its  obligations  under  this  Agreement.  This
Agreement is, when  executed and  delivered by the Company,  and will be a valid
and  binding  agreement  of the  Company,  enforceable  against  the  Company in
accordance  with its  terms,  except as such  enforceability  may be  limited by
general  principles of equity,  bankruptcy,  insolvency,  moratorium and similar
laws relating to creditors' rights generally.                                   

      2.13 Ability to Carry Out Obligations.  Neither the execution and delivery
of this Agreement,  the performance by the Company of its obligations under this
Agreement, nor the                                                              

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consummation of the transactions  contemplated  under this Agreement will to the
best of the Company's  knowledge:  (a)  materially  violate any provision of the
Company's  articles of incorporation or by-laws;  (b) with or without the giving
of notice or the passage of time, or both,  violate,  or be in conflict with, or
constitute a material  default under,  or cause or permit the termination or the
acceleration of the maturity of, any debt, contract,  agreement or obligation of
the Company,  or require the payment of any prepayment or other  penalties;  (c)
require  notice to, or the consent of, any party to any agreement or commitment,
lease or license,  to which the Company is bound;  (d) result in the creation or
imposition  of any  security  interest,  lien,  or  other  encumbrance  upon any
material property or assets of the Company; or (e) violate any statute or law or
any judgment,  decree,  order,  regulation or rule of any court or  governmental
authority to which the Company is bound or subject.  GII and GBIT are subject to
a  temporary  restraining  order (the "TRO") in an action  entitled  Source Code
Corporation,  et al v.  Global  Intellicom  Inc.  et  al  99-270  (Massachusetts
Superior  Court,   Norfolk)  which  would  prevent  the   consummation  of  this
transaction.  It  is  a  condition  to  the  consummation  of  the  transactions
contemplated  hereby that the TRO either be modified to permit this  transaction
or that a consent to this  transaction  from the  plaintiffs  be obtained by the
GBIT and GII.                                                                   

      2.14 Full Disclosure.  None of the  representations and warranties made by
the Company herein, or in any schedule,  exhibit or certificate  furnished or to
be furnished in connection with this Agreement by the Company, or on its behalf,
contains or will contain any untrue statement of material fact.                 

      2.15  Assets.  The  Company  has good and  marketable  title to all of its
tangible properties and such tangible properties are not subject to any material
liens or encumbrances.  Notwithstanding the foregoing,  the Company has financed
certain operating assets and incurred liens in connection therewith as set forth
in the Company Financial Statements.                                            

      2.16 Material Contracts and Obligations.  Attached hereto on Schedule 2 is
a  list  of all  agreements,  contracts,  indebtedness,  liabilities  and  other
obligations  to which  each  Company is a party or by which it is bound that are
material to the conduct and  operations  of its business and  properties,  which
provide for payments to or by the Company in excess of $50,000; or which involve
transactions or proposed  transactions  between the Company and its officers and
directors.  Excluded from such list are sales in the ordinary course of business
of the  Company.  Copies of such  agreements  and  contracts  and  documentation
evidencing such  liabilities and other  obligations have been made available for
inspection  by GAC and its counsel.  All of such  agreements  and  contracts are
valid,  binding and in full force and effect in all material respects,  assuming
due execution by the other parties to such agreements and contracts.            

      2.17 Consents and Approvals. No consent,  approval or authorization of, or
declaration,  filing  or  registration  with,  any  governmental  or  regulatory
authority is required to be made or obtained by the Company in connection  with:
(a) the  execution  and  delivery  by the  Company  of this  Agreement;  (b) the
performance by the Company of its obligations  under this Agreement;  or (c) the
consummation  by  the  Company  of  the  transactions  contemplated  under  this
Agreement.                                                                      

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 ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF GBIT

      Except  as  disclosed   in  Schedule  3  which  is  attached   hereto  and
incorporated herein by reference, or in the Disclosure Documents (as hereinafter
defined), GBIT hereby represents and warrants to GAC that:                      

      3.1 Organization.  GBIT is a corporation duly organized, validly existing,
and in good  standing  under the laws of the state of Nevada,  has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the jurisdictions where its business requires qualification.         

      3.2 Stock  Ownership.  GBIT owns all of the capital  stock of GII free and
clear of any claim or encumbrance.                                              

      3.3  Subsidiaries.  Except  as  set  forth  in  schedule  3,  GBIT  has no
subsidiaries.                                                                   

      3.4 Directors  and  Officers.  Schedule 3 contains the names and titles of
all directors and officers of GBIT as of the date of this Agreement.            

      3.5 Financial Statements and Disclosure  Documents.  GBIT has delivered to
GAC  its  audited   consolidated  balance  sheet,   consolidated   statement  of
operations,  consolidated  statement of  stockholders'  equity and  consolidated
statement  of cash flows as of and for the period ended  December 31, 1997,  and
its  unaudited   consolidated  balance  sheet,  and  consolidated  statement  of
operations  for the nine months ended  September  30, 1998 (the "GBIT  Financial
Statements").  The GBIT  Financial  Statements  are  complete and correct in all
material  respects and have been prepared in accordance with generally  accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
indicated.  The  Financial  Statements  accurately  set  out  and  describe  the
financial  condition of the  Companies as of September  30, 1998.  GBIT has also
delivered to GAC a copy of each and every  document filed by it since January 1,
1998  with  the  Securities  and  Exchange  Commission  (the  "SEC")  under  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such documents
are  hereinafter  referred to as the  "Disclosure  Documents".  Any  information
included in the Disclosure Documents, or in any exhibit thereto (copies of which
exhibits will be made available to GAC and/or its attorneys on request) shall be
deemed to be a part of  Schedule 3, and  Schedule  2, as though  fully set forth
therein.                                                                        

      3.6 Absence of Changes.  Since  September 30, 1998,  except for changes in
the ordinary  course of business which have not in the aggregate been materially
adverse,  to the best of GBIT's knowledge,  GBIT has conducted its business only
in the ordinary course and has not experienced or suffered any material  adverse
change in the condition (financial or otherwise), results of                    

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operations, properties, business or prospects of GBIT taken as a whole or waived
or surrendered any claim or right of material value.                            

      3.7 Absence of Undisclosed Liabilities.  GBIT and its properties or assets
are subject to any material  liabilities or  obligations of any nature,  whether
absolute,  accrued,  contingent  or otherwise  and whether due or to become due,
that are not  reflected in the  Financial  Statements  or  Disclosure  Documents
presented to GAC or have otherwise been disclosed in writing to GAC.            

      3.8 Tax  Returns.  Within the times and in the manner  prescribed  by law,
GBIT has filed all federal,  state and local tax returns required by law, or has
filed extensions which have not yet expired, and has paid all taxes, assessments
and  penalties  due and  payable,  except for amounts  which are not material to
GBIT, taken as a whole.                                                         

      3.9 Investigation of Financial  Condition.  Without in any manner reducing
or otherwise  mitigating the  representations  contained herein,  GAC and/or its
attorneys shall have the  opportunity to meet with  accountants and attorneys to
discuss the financial condition of GBIT. GBIT shall make available to GAC and/or
its attorneys all books and records of such Company.  A Company may request that
any person receiving information with respect to it shall execute and deliver an
appropriate confidentiality agreement as a condition to such receipt.           

      3.10  Compliance  with Laws.  GBIT have each complied  with, and is not in
violation of, applicable federal, state or local statutes,  laws and regulations
(including,  without limitation,  any applicable building,  zoning or other law,
ordinance  or  regulation)  affecting  its  properties  or the  operation of its
business,  except for matters which would not have a material  affect on GBIT or
its properties  taken as a whole.  Further,  GBIT has filed all periodic reports
required to be filed by it under the  Exchange  Act.  GBIT  represents  that the
reports  filed by GAC under the 1934 Act are true,  accurate and complete and do
not omit to state a fact  necessary to be stated in order to make the statements
made therein not misleading.                                                    

      3.11  Litigation.  Except as  disclosed  in writing to GAC,  GBIT is not a
party  to any  suit,  action,  arbitration  or  legal,  administrative  or other
proceeding,  or governmental  investigation pending or, to the best knowledge of
GBIT, threatened against or affecting GBIT or its business,  assets or financial
condition,  except for matters which would not have a material affect on GBIT or
their  properties  taken as a whole.  GBIT is not in default with respect to any
order, writ, injunction or decree of any federal, state, local or foreign court,
department,  agency or instrumentality  applicable to it. GBIT is not engaged in
any lawsuit to recover any material amount of monies due to it. GII and GBIT are
subject  to a  temporary  restraining  order (the  "TRO") in an action  entitled
Source  Code  Corporation,  et  al  v.  Global  Intellicom  Inc.  et  al  99-270
(Massachusetts  Superior Court, Norfolk) which would prevent the consummation of
this  transaction.  It is a condition to the  consummation  of the  transactions
contemplated  hereby that the TRO either be modified to permit this  transaction
or that a consent to this  transaction  from the  plaintiffs  be obtained by the
GBIT and GII.                                                                   

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      3.12 Authority.  GBIT has full corporate power and authority to enter into
this Agreement.  The board of directors of GBIT has taken all action required to
authorize the  execution and delivery of this  Agreement by or on behalf of GBIT
and the performance of the  obligations of GBIT under this  Agreement.  No other
corporate  proceedings  on the  part of GBIT  are  necessary  to  authorize  the
execution  and  delivery of this  Agreement  by GBIT or the  performance  of its
obligations under this Agreement. This Agreement is, when executed and delivered
by GBIT, and will be a valid and binding agreement of GBIT,  enforceable against
GBIT in accordance with its terms,  except as such enforceability may be limited
by general principles of equity, bankruptcy,  insolvency, moratorium and similar
laws relating to creditors' rights generally.                                   

      3.13 Ability to Carry Out Obligations.  Neither the execution and delivery
of  this  Agreement,  the  performance  by GBIT of its  obligations  under  this
Agreement,  nor the  consummation of the  transactions  contemplated  under this
Agreement  will to the best of GBIT's  knowledge:  (a)  materially  violate  any
provision of GBIT's articles of  incorporation  or by-laws;  (b) with or without
the giving of notice or the passage of time, or both, violate, or be in conflict
with, or constitute a material default under, or cause or permit the termination
or the  acceleration  of the  maturity  of,  any debt,  contract,  agreement  or
obligation of GBIT, or require the payment of any prepayment or other penalties;
(c)  require  notice  to,  or the  consent  of,  any party to any  agreement  or
commitment, lease or license, to which GBIT is bound; (d) result in the creation
or imposition of any security  interest,  lien,  or other  encumbrance  upon any
material  property  or assets of GBIT;  or (e) violate any statute or law or any
judgment,  decree,  order,  regulation  or rule  of any  court  or  governmental
authority  to which  GBIT is bound or  subject.  GII and GBIT are  subject  to a
temporary  restraining  order  (the  "TRO") in an action  entitled  Source  Code
Corporation,  et al v.  Global  Intellicom  Inc.  et  al  99-270  (Massachusetts
Superior  Court,   Norfolk)  which  would  prevent  the   consummation  of  this
transaction.  It  is  a  condition  to  the  consummation  of  the  transactions
contemplated  hereby that the TRO either be modified to permit this  transaction
or that a consent to this  transaction  from the  plaintiffs  be obtained by the
GBIT and GII.                                                                   

      3.14 Full Disclosure.  None of the  representations and warranties made by
GBIT  herein,  or in any  schedule,  exhibit or  certificate  furnished or to be
furnished in connection with this Agreement by GBIT, or on its behalf,  contains
or will contain any untrue statement of material fact.                          

      3.15 Assets.  GBIT has good and  marketable  title to all of the shares of
the Companies.                                                                  

      3.16 Material Contracts and Obligations.  Included in Schedule 3 or in the
Disclosure  Documents   incorporated  therein  is  a  list  of  all  agreements,
contracts, indebtedness, liabilities and other obligations to which each Company
is a party or by  which  it is  bound  that  are  material  to the  conduct  and
operations of its business and  properties,  which provide for payments to or by
GBIT  in  excess  of  $50,000;   or  which  involve   transactions  or  proposed
transactions  between GBIT and its officers and  directors.  Excluded  from such
list are  sales in the  ordinary  course  of  business  of GBIT.  Copies of such
agreements and contracts and documentation evidencing such liabilities and other
obligations have been made available for inspection by GAC and its counsel.  All
of such agreements                                                              

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and  contracts  are valid,  binding and in full force and effect in all material
respects,  assuming due  execution by the other parties to such  agreements  and
contracts.                                                                      

      3.17 Consents and Approvals. No consent,  approval or authorization of, or
declaration,  filing  or  registration  with,  any  governmental  or  regulatory
authority is required to be made or obtained by GBIT in connection with: (a) the
execution and delivery by GBIT of this Agreement; (b) the performance by GBIT of
its  obligations  under this Agreement;  or (c) the  consummation by GBIT of the
transactions contemplated under this Agreement.                                 

      3.18 No Prior or Pending Investigation.  GBIT is not aware of any prior or
pending  investigations  or legal  proceedings by the SEC, any state  securities
regulatory  agency,  or any  other  governmental  agency  regarding  GBIT or any
officers or directors of GBIT or any shareholders or controlling persons of such
shareholders.                                                                   

 ARTICLE 4
 REPRESENTATIONS AND WARRANTIES OF GAC

      Except  as  disclosed   in  Schedule  4  which  is  attached   hereto  and
incorporated  herein by reference,  GAC represents and warrants to GBIT and each
Company:                                                                        

      4.1 Organization. GAC is a corporation duly organized, valid existing, and
in good standing under the laws of Delaware,  has all necessary corporate powers
to own  properties  and to carry on business,  and it is not now  conducting any
business,  except  to the  extent  to which  the  effecting  of the  transaction
contemplated by this Agreement constitutes doing business.                      

      4.2 Capitalization.  The authorized capital stock of GAC consists of 1,000
shares  of no par value  Common  Stock all of which  are  currently  issued  and
outstanding and 10,000 shares of "blank check"  preferred  stock, par value $.01
per share, of which 3,500 shares have been designated as the Preferred Stock, no
shares of any series of preferred stock are issued and  outstanding.  All of the
issued  and  outstanding  shares of Common  Stock are duly  authorized,  validly
issued,  fully paid and nonassessable.  There are no outstanding  subscriptions,
options,  rights,  warrants,  convertible  securities,  or other  agreements  or
commitments  obligating GAC to issue or to transfer from treasury any additional
shares of its capital stock of any class.                                       

      4.3 Subsidiaries.  GAC does not presently have any subsidiaries or own any
interest  in  any  other  enterprise  (whether  or  not  such  enterprise  is  a
corporation).                                                                   

      4.4 Directors  and  Officers.  Schedule 4 contains the names and titles of
all directors and officers of GAC as of the date of this Agreement.             

      4.5 Financial Statements.  GAC does not have any financial statements. GAC
has been organized  expressly for the purpose of entering into this  transaction
and other than for activities  incident to its organization,  has not engaged in
any business activities.                                                        

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      4.6  Absence of Changes.  GAC's  business  prior to the closing  hereunder
shall consist solely of activities preparatory to the closing hereunder.        

      4.7 Absence of Undisclosed  Liabilities.  To the best of GAC's  knowledge,
neither GAC nor any of its  properties or assets are subject to any  liabilities
or obligations of any nature, whether absolute, accrued, contingent or otherwise
and whether due other than the costs and expenses of its organization and of the
transaction contemplated by this Agreement.                                     

4.8 Tax Returns. GAC has not been required to file any tax returns. 

      4.9 Investigation of Financial  Condition.  Without in any manner reducing
or otherwise  mitigating the  representations  contained  herein,  GBIT and each
Company shall have the opportunity to meet with GAC's  accountants and attorneys
to discuss the financial  condition of GAC. GAC shall make available to GBIT and
each Company all books and records of GAC.                                      

      4.10  Compliance  with  Laws.  To the  best of  GAC's  knowledge,  GAC has
complied with, and is not in violation of,  applicable  federal,  state or local
statutes,  laws and regulations (including,  without limitation,  any applicable
building,  zoning,  or  other  law,  ordinance,  or  regulation)  affecting  its
properties or the operation of its business.                                    

      4.11 Litigation. GAC is not a party to any suit, action,  arbitration,  or
legal,  administrative,  or  other  proceeding,  or  governmental  investigation
pending or, to the best knowledge of GAC, threatened against or affecting GAC or
its business, assets, or financial condition. GAC is not in default with respect
to any order,  writ,  injunction,  or decree of any federal,  state,  local,  or
foreign court, department agency, or instrumentality.  GAC is not engaged in any
legal action to recover moneys due to it.                                       

      4.12  Authority.  GAC has full corporate power and authority to enter into
this  Agreement  and  to  consummate  the  transactions   contemplated  by  this
Agreement.  The  Board of  Directors  of GAC has taken all  action  required  to
authorize the  execution and delivery of this  Agreement by or on behalf of GAC,
the  performance  of the  obligations  of  GAC  under  this  Agreement  and  the
consummation by GAC of the transactions  contemplated  under this Agreement.  No
other  corporate  proceedings  on the part of GAC are necessary to authorize the
execution  and  delivery  of this  Agreement  by GAC in the  performance  of its
obligations  under this  Agreement.  This  Agreement  is, and when  executed and
delivered  by GAC,  will be a valid and binding  agreement  of GAC,  enforceable
against GAC in accordance with its terms,  except as such  enforceability may be
limited by general principles of equity, bankruptcy,  insolvency, moratorium and
similar laws relating to creditors rights generally.                            

      4.13 Ability to Carry Out Obligations.  Neither the execution and delivery
of  this  Agreement,  the  performance  by  GAC of its  obligations  under  this
Agreement,  nor the  consummation of the  transactions  contemplated  under this
Agreement  will,  to the best of GAC's  knowledge:  (a) violate any provision of
GAC's articles of incorporation or bylaws; (b) with or without the giving       

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of notice or the passage of time, or both,  violate,  or be in conflict with, or
constitute  a  default  under,  or  cause  or  permit  the  termination  or  the
acceleration of the maturity of, any debt, contract,  agreement or obligation of
GAC, or require the payment of any  prepayment or other  penalties;  (c) require
notice to, or the consent of, any party to any agreement or commitment, lease or
license,  to which GAC is bound; (d) result in the creation or imposition of any
security interest, lien or other encumbrance upon any property or assets of GAC;
or (e) violate any statute or law or any judgment,  decree, order, regulation or
rule of any court or governmental authority to which GAC is bound or subject.   

      4.14 Validity of GAC Shares. The shares of Preferred Stock to be delivered
pursuant to this  Agreement,  when issued in accordance  with the  provisions of
this  Agreement,  will  be duly  authorized,  validly  issued,  fully  paid  and
non-assessable.                                                                 

      4.15 Full Disclosure.  None of the  representations and warranties made by
GAC herein,  or in any exhibit,  certificate  or  memorandum  furnished or to be
furnished  by GAC,  or on its  behalf,  contains  or  will  contain  any  untrue
statement  of material  fact,  or omit any  material  fact the omission of which
would be misleading.                                                            

      4.16  Assets.  GAC has good and  marketable  title to all of its  tangible
properties and such tangible properties are not subject to any material liens or
encumbrances.                                                                   

      4.17 Material Contracts and Obligations.  GAC has no material contracts to
which it is a party or by which it is bound.                                    

      4.18 Consents and Approvals. No consent,  approval or authorization of, or
declaration,  filing  or  registration  with,  any  governmental  or  regulatory
authority is required to be made or obtained by GAC in connection  with: (a) the
execution and delivery by GAC of its obligations  under this Agreement;  (b) the
performance  by  GAC  of its  obligations  under  this  Agreement;  or  (c)  the
consummation by GAC of the transactions contemplated by this Agreement.         

      4.19 Real  Property.  GAC does not own,  use or claim any  interest in any
real  property,  including  without  limitation  any  license,  leasehold or any
similar interest in real property.                                              

 ARTICLE 5
 COVENANTS

      5.1  Investigative  Rights.  From the  date of this  Agreement  until  the
Closing  Date,  each  party  shall  provide to the other  party,  and such other
party's counsels,  accountants,  auditors, and other authorized representatives,
full access during normal  business hours and upon  reasonable  advance  written
notice to all of each party's properties,  books,  contracts,  commitments,  and
records  for the purpose of  examining  the same.  Each party shall  furnish the
other party with all  information  concerning  each party's affairs as the other
party may reasonably  request.  If the  transaction  contemplated  hereby is not
completed, all documents received by each party and/or its attorneys and        

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accountants,  auditors or other authorized  representatives shall be returned to
the other  party who  provided  same upon  request.  The parties  hereto,  their
directors,  employees,  agents and representatives shall not disclose any of the
information  described above unless such information is already disclosed to the
public, without the prior written consent of the party to which the confidential
information  pertains.  Each party  shall take such  steps as are  necessary  to
prevent disclosure of such information to unauthorized third parties.           

      5.2 Conduct of Business. Prior to the Closing, each party each conduct its
business in the normal course, and shall not sell, pledge, or assign any assets,
without the prior  written  approval of the other  party,  except in the regular
course of business.  Except for the filling of a certificate of designation  for
the Preferred  Shares as provided  herein,  no party shall amend its Articles of
Incorporation  or  By-laws,  declare  dividends,  redeem or sell  stock or other
securities, incur additional or newly-funded liabilities,  acquire or dispose of
fixed  assets,  change  employment  terms,  enter into any material or long-term
contract,  guarantee  obligations  of any third party,  settle or discharge  any
balance  sheet  receivable  for less  than its  stated  amount,  pay more on any
liability than its stated amount, or enter into any other transaction other than
in the  regular  course of business  except as  otherwise  contemplated  herein.
Notwithstanding the foregoing GBIT shall be allowed to seek additional financing
and issue stock,  preferred stock and indebtedness without the consent of GAC or
the Companies.                                                                  

 ARTICLE 6
 CONDITIONS PRECEDENT TO GAC'S PERFORMANCE

      6.1  Conditions.  The obligations of GAC hereunder shall be subject to the
satisfaction,  at or before the Closing, of all the conditions set forth in this
Article  5. GAC may  waive  any or all of these  conditions  in whole or in part
without  prior  notice;  provided,  however,  that no such waiver of a condition
shall constitute a waiver by GAC of any other condition of or any of GAC's other
rights or remedies,  at law or in equity,  if GBIT or any of the Companies shall
be in default of any of their  representations,  warranties,  or covenants under
this Agreement.                                                                 

      6.2 Accuracy of  Representations.  Except as  otherwise  permitted by this
Agreement,  all representations and warranties by GBIT and GII in this Agreement
or in any written  statement  that shall be  delivered to GAC by GBIT and/or the
any Company  under this  Agreement  shall be true and  accurate on and as of the
Closing Date in all material respects as though made at that time.              

      6.3  Performance.  GBIT  and GII  shall  have  performed,  satisfied,  and
complied  with  all  covenants,  agreements,  and  conditions  required  by this
Agreement to be performed or complied with by it, on or before the Closing Date.

      6.4 Absence of Litigation. No action, suit, or proceeding before any court
or  any   governmental   body  or  authority,   pertaining  to  the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or  threatened  against GBIT or GII on or before the Closing Date. In
furtherance thereof, GBIT and/or GII shall have either effected a lifting or    

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modification  of the TRO or shall have obtained such consents as the TRO, in the
reasonable  opinion of GAC and its counsel  shall not be an  impediment  to this
transaction.                                                                    

      6.5  Officer's  Certificate.  GBIT and GII shall have  delivered  to GAC a
certificate,  dated the Closing Date, and signed by the Chief Executive  Officer
of GBIT,  certifying  that each of the  conditions  specified  in  Sections  6.2
through 6.4 hereof have been fulfilled.                                         

      6.6  Indemnification   Agreement.  GAC  shall  have  received  the  GBIT's
agreement, in form and substance reasonably satisfactory to GAC and its counsel,
to indemnify GAC and its officers,  directors,  employees and agents against any
claim  bought  by or in the  name of GBIT or its  shareholders  relating  to the
transactions contemplated by this Agreement.                                    

 ARTICLE 7
CONDITIONS PRECEDENT TO GBIT's PERFORMANCE

      7.1  Conditions.  GBIT's  obligations  hereunder  shall be  subject to the
satisfaction,  at or before the Closing, of all the conditions set forth in this
Article  7. GBIT may waive  any or all of these  conditions  in whole or in part
without  prior  notice;  provided,  however,  that no such waiver of a condition
shall  constitute  a waiver by GBIT of any other  condition  of or any of GBIT's
rights or  remedies,  at law or in equity,  if GAC shall be in default of any of
its representations, warranties, or covenants under this Agreement.             

      7.2 Accuracy of  Representations.  Except as  otherwise  permitted by this
Agreement, all representations and warranties by GAC in this Agreement or in any
written  statement that shall be delivered to GBIT or the Companies by GAC under
this  Agreement  shall be true and  accurate  on and as of the  Closing  Date as
though made at that time.                                                       

      7.3 Performance.  GAC shall have performed,  satisfied,  and complied with
all  covenants,  agreements,  and  conditions  required by this  Agreement to be
performed or complied  with by them,  on or before the Closing  Date.  GAC shall
have filed a  Certificate  of  Designation  for the  Preferred  Shares  with the
Secretary  of  State  of the  State of  Delaware  which  shall  have  terms  and
conditions reasonably acceptable to GBIT.                                       

      7.4 Absence of Litigation.  No action, suit or proceeding before any court
or  any   governmental   body  or  authority,   pertaining  to  the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened against GAC on or before the Closing Date.             

      7.5  Officer's  Certificate.  GAC  shall  have  delivered  to GBIT and the
Companies a certificate, dated the Closing Date, and signed by a duly authorized
person of GAC certifying  that each of the conditions  specified in Sections 7.2
through 7.4 have been fulfilled.                                                

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 ARTICLE 8
 CLOSING

      8.1 Closing.  The Closing of this transaction shall be held at the offices
of Frank J. Hariton,  Esq., The Empire State Building,  350 Fifth Avenue - Suite
3000, New York, New York 10118,  or such other place as shall be mutually agreed
upon, on March 31, 1999, or such other date as shall be mutually  agreed upon by
the parties. At the Closing:                                                    

            (a) GBIT shall  deliver  the  certificates  for the shares of GII to
GAC.                                                                            

            (b) GBIT shall receive a  certificate  for 3,500 shares of Preferred
Stock.                                                                          

            (c) GAC  shall  deliver  a  signed  Consent  and/or  Minutes  of the
Directors of GAC approving  this Agreement and each matter to be approved by the
Directors of GAC under this Agreement.                                          

            (d) GBIT and the Company shall  deliver a signed  Consent or Minutes
of the Directors of GBIT and of the Company  approving  this  Agreement and each
matter  to be  approved  by the  Directors  of GBIT or the  Company  under  this
Agreement.                                                                      

            (e) GAC shall deliver to GBIT an authorized person's certificate, as
described   in  Section  7.5  hereof,   dated  the   Closing   Date,   that  all
representations,   warranties,  covenants  and  conditions  set  forth  in  this
Agreement  on behalf  of GAC are true and  correct  as of,  or have  been  fully
performed and complied with by, the Closing Date.                               

            (f) GBIT and the Company shall deliver an officer's certificate,  as
described   in  Section  6.5  hereof,   dated  the   Closing   Date,   that  all
representations,   warranties,  covenants  and  conditions  set  forth  in  this
Agreement  on behalf of GBIT and the Company are true and correct as of, or have
been fully performed and complied with by, the Closing Date.                    

            (g) GBIT shall deliver to GAC the indemnification agreement required
under Section 6.6 hereof.                                                       

 ARTICLE 9
 MISCELLANEOUS

      9.1 Captions and Headings.  The Article and paragraph headings  throughout
this Agreement are for  convenience  and reference  only, and shall in no way be
deemed  to  define,  limit,  or add to the  meaning  of any  provision  of  this
Agreement.                                                                      

      9.2 No Oral Change.  This Agreement and any provision  hereof,  may not be
waived,  changed,  modified,  or discharged  orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.                                   

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      9.3 Non-Waiver.  Except as otherwise  expressly provided herein, no waiver
of any covenant,  condition,  or provision of this Agreement  shall be deemed to
have been made unless  expressly in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to insist in any one or
more  cases  upon  the  performance  of  any of the  provisions,  covenants,  or
conditions of this  Agreement or to exercise any option herein  contained  shall
not be  construed  as a waiver  or  relinquishment  for the  future  of any such
provisions,  covenants,  or  conditions,  (ii) the  acceptance of performance of
anything required by this Agreement to be performed with knowledge of the breach
or failure of a covenant,  condition,  or provision hereof shall not be deemed a
waiver of such breach or failure, and (iii) no waiver by any party of one breach
by another  party shall be  construed  as a waiver with  respect to any other or
subsequent breach.                                                              

      9.4 Time of Essence.  Time is of the essence of this Agreement and of each
and every provision hereof.                                                     

      9.5 Entire  Agreement.  This Agreement  contains the entire  Agreement and
understanding  between the parties hereto,  and supersedes all prior  agreements
and understandings.                                                             

      9.6 Choice of Law. This Agreement and its application shall be governed by
the laws of the State of New York,  except to the  extent its  conflict  of laws
provisions would apply the laws of another jurisdiction.                        

      9.7 Notices.  All notices,  requests,  demands,  and other  communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given,  or on the third day after  mailing  if mailed to the party to whom
notice is to be given,  by first class mail,  registered or  certified,  postage
prepaid, and properly addressed or the following day if sent by Federal Express,
Airborne Express,  DHL, UPS or other recognized  overnight  courier.  Any notice
hereunder  shall also be transmitted  by facsimile.  The addresses and facsimile
numbers to be used are as follows:                                              

GAC:                                                                

GAC Acquisition Corp.                                   
1461A First Avenue - Suite 334                          
New York, New York 10021                                
Fax: (212) 713-5629                                     

with a copy to:                                                     

Frank J. Hariton, Esq.                                  
The Empire State Building                               
350 Fifth Avenue - Suite 3000                           
New York, New York 10118                                
Fax: (212) 695-6007 and (914) 693-2963                  

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GBIT and the Company:                                               

c/o Global Intellicom, Inc                              
747 Third Avenue - 17th Floor                           
New York, New York 10117                                
Fax (212) 750-2320                                      

      9.8 Binding Effect.  This Agreement shall inure to and be binding upon the
heirs, executors,  personal  representatives,  successors and assigns of each of
the parties to this Agreement.                                                  

      9.9 Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve  the  purpose of this  Agreement,  and shall  execute  such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.                          

      9.10 Brokers.  The parties  hereto  represent and agree that no broker has
brought about the  aforementioned  transaction and no finder's fee has been paid
or is payable by any party.  Each of the parties hereto shall indemnify and hold
the other harmless against any and all claims,  losses,  liabilities or expenses
which may be asserted  against it as a result of its dealings,  arrangements  or
agreements with any broker or person, except as described in this paragraph.    

      9.11  Announcements.  GAC and GBIT will  consult and  cooperate  with each
other as to the timing  and  content of any  announcements  of the  transactions
contemplated  hereby  to  the  general  public  or to  employees,  customers  or
suppliers.                                                                      

      9.12 Expenses.  GAC and GBIT will pay their own legal,  accounting and any
other  out-of-pocket  expenses  reasonably  incurred  in  connection  with  this
transaction, whether or not the transaction contemplated hereby is consummated. 

      9.13  Exhibits.  As of the  execution  hereof,  the  parties  hereto  have
provided each other with the Exhibits  provided for herein above,  including any
items  referenced  therein or  required  to be attached  thereto.  Any  material
changes to the Exhibits shall be immediately disclosed to the other party.      

AGREED TO AND ACCEPTED as of the date first above written.          

GAC ACQUISITION CORP.                  GLOBAL INTELLICOM, INC. and GLOBAL -     
         INSYNC, INC

By /s/                                 By /s/                                   
---------------------------------      ---------------------------------    
          Authorized Signatory           N. Norman Muller, Chairman of the Board

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

Filed on:	4/5/99
	3/31/99	13		NT 10-Q
For Period End:	3/22/99
	12/31/98	1		NT 10-K
	9/30/98	2	5	10-Q, NT 10-Q
	1/1/98	5
	12/31/97	2	5	10-K, 10-K/A, NT 10-K
				List all Filings

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Filing Submission 0000891092-99-000175 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Global Intellicom Inc – ‘8-K’ for 3/22/99 – EX-1

As of: Monday, 4/5/99 · For: 3/22/99 · Accession #: 891092-99-175 · File #: 0-26684

Previous ‘8-K’: ‘8-K’ on 5/15/98 for 4/30/98 · Next & Latest: ‘8-K’ on 5/14/99 for 5/7/99

Current Report — Form 8-KFiling Table of Contents

EX-1 — Share Exchange AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

EX-1 — Share Exchange Agreement
Exhibit Table of Contents