Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2/A Pre-Effective Amendment to Registration of 115 527K
Securities by a Small-Business Issuer
2: EX-1.1 Underwriting Agreement 32 144K
3: EX-1.2 Underwriting Agreement 16 32K
4: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 4 18K
Liquidation or Succession
5: EX-3.1 Articles of Incorporation/Organization or By-Laws 7 31K
6: EX-3.2 Articles of Incorporation/Organization or By-Laws 12 46K
7: EX-4.5 Instrument Defining the Rights of Security Holders 13 56K
8: EX-5 Opinion re: Legality 3 15K
9: EX-10.2 Material Contract 14 64K
10: EX-10.3 Material Contract 2 12K
11: EX-10.8 Material Contract 7 30K
12: EX-21 Subsidiaries of the Registrant 1 6K
13: EX-23 Exhibit 23.2 1 9K
14: EX-27 Financial Data Schedule 1 10K
15: EX-99.B1 Miscellaneous Exhibit 1 8K
EX-2.1 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
| EX-2.1 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Phoenix Preschool Education Centers, Inc.
July 3, 1997
Page -1-
July 7, 1997
(as amended August 30, 1997)
Phoenix Preschool Holdings, Inc.
150 E. 58th Street
31st Floor
New York, NY 10155
Re: Plan of Reorganization between and among
Phoenix Preschool Holdings, Inc., Phoenix
Preschool Education Centers, Inc. and
Michael C. Koffler ("Plan of Reorganization")
---------------------------------------------
Gentlemen:
This letter agreement is intended to constitute a legally binding
Plan of Reorganization and to express our legally binding agreement with
respect to those matters addressed in the Plan of Reorganization including the
contemplated underwritten public offering of the common stock of Phoenix
Preschool Holdings, Inc., a Delaware corporation ("Holdings"). The parties to
this Plan of Reorganization are Holdings, Phoenix Preschool Education Centers,
Inc., a Delaware corporation ("Education Centers, Inc."), and Michael C.
Koffler ("Koffler"), who owns all of the outstanding common stock of Education
Centers, Inc. At or before the effective date (the "Effective Date")for the
contemplated firm-commitment underwritten initial public offering of the
common stock of Holdings, Koffler will contribute to Holdings all of his
common stock of Education Centers, Inc. and $500,000 of principal amount of
indebtedness owed to Koffler by Education Centers, Inc. in a transaction
(hereafter called the "Section 351 Transaction") effectuated pursuant to
Section 351 of the Internal Revenue Code of 1986, as amended, and Holdings
will thereupon own all of the outstanding common stock of Education Centers,
Inc.
Phoenix Preschool Education Centers, Inc.
July 3, 1997
Page -2-
Koffler hereby warrants and represents to Holdings that he is, as of
the date hereof, the sole owner of record and beneficially (as such term is
defined in Rule 13d-3 of the Securities Exchange Act of 1934) of all of the
outstanding shares of the common stock of Education Centers, Inc. To the best
of Koffler's knowledge, there are no other shareholders of Education Centers,
Inc. and that, and no person has the right to acquire shares of Education
Centers, Inc. except for certain employees, consultants, bridge
note holders, and the holders of the Capello warrants.
Prior to the Effective Date, Education Centers, Inc. shall declare a
dividend to Koffler equal to the undistributed Subchapter S income (if any) of
Education Centers, Inc. for periods prior to the Effective Date. Holdings
hereby guarantees all payments to be made by Education Centers, Inc. pursuant
hereto and agrees to contribute to Education Centers, Inc. a sufficient amount
of cash to fund all payments due to Koffler hereunder.
Koffler hereby agrees that he will contribute to Holdings all of his
shares of common stock of Education Centers, Inc., and $500,000 of the
principal amount of indebtedness owed by Education Centers, Inc. to Koffler,
on either the Effective Date of the registration statement of the contemplated
public offering of Holdings common stock or at such later date, but not later
than the First Closing Date (as defined in the underwriting agreement entered
into with Maidstone Financial, Inc. in connection with the offering
contemplated hereby), as is requested by Holdings. Koffler agrees not to
convert the Convertible Promissory Note, dated as of January 1, 1996, of which
Education Centers, Inc. is the maker and Koffler is the payee (the "Note"),
prior to the First Closing Date, assuming that the First Closing Date occurs
within four (4) months after the date hereof.
In exchange, Koffler will receive 1,600,000 shares of the common
stock of Holdings and 500,000 shares of Series A Preferred Stock of Holdings.
Education Centers, Inc. will pay to Koffler any excess of the indebtedness due
to Koffler from Education Centers, Inc. over and above the $500,000 in
principal amount of indebtedness contributed by Koffler to Holdings. It is
agreed that, as of March 31, 1997, Education Centers, Inc. owes Koffler
$747,831, and that the due date of such indebtedness (which is
Phoenix Preschool Education Centers, Inc.
July 3, 1997
Page -3-
evidenced in part by the Note) is hereby extended until July 1, 1998.
Holdings agrees to assume, effective as of the Effective Date, the
obligations of Education Centers, Inc. under all outstanding warrants and
options of Education Centers, Inc. and, subsequent to the Effective Date,
these warrants and options shall relate solely to the common stock of
Holdings.
It is understood that the consent of holders of warrants and options
to purchase common stock of Education Centers, Inc. may be required by
Holdings in order to confirm that their sole rights under the warrants and
options are to receive common stock of Holdings, rather than common stock of
Education Centers, Inc. If for any reason these consents are not obtained
prior to the Effective Date, Holdings may require the transaction to be
structured as a merger in which a subsidiary of Holdings is merged into
Education Centers, Inc., rather than a Section 351 Transaction.
This letter agreement shall automatically become null and void if for
any reason there is no closing of the underwriting agreement for the
contemplated public offering of Holdings common stock within four months from
the date hereof or if there are substantial changes from the proposed initial
public offering described in this letter agreement. Any Section 351
Transaction consummated hereunder shall become null and void, and
automatically rescinded, if the First Closing Date does not occur.
This letter agreement represents the entire understanding of the
parties with respect to the subject matter, may not be amended, supplemented,
terminated or waived except by written instrument signed by all parties
hereto, may be executed in one or more counterparts, each of which shall be
deemed an original against any party whose signature appears thereon, and
shall be construed in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed solely in Delaware. This
agreement shall be binding upon and inure to the benefit of the signatories
hereto and their heirs, legal and other personal representatives (similar or
dissimilar), estates, executors,
Phoenix Preschool Education Centers, Inc.
July 3, 1997
Page -4-
administrators, successors and assigns. The signatories hereto,
intend to be legally bound hereby.
Very truly yours,
/s/ Michael C. Koffler
---------------------------------------
MICHAEL C. KOFFLER
PHOENIX PRESCHOOL EDUCATION CENTERS, INC.
By: /s/ Michael C. Koffler
-----------------------------------
Agreed:
PHOENIX PRESCHOOL HOLDINGS, INC.
BY: /s/ Michael C. Koffler
-------------------------------
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 7/1/98 | | 3 | | | | | None on these Dates |
| Filed on: | | 9/10/97 |
| | 8/30/97 | | 1 |
| | 7/7/97 | | 1 |
| | 7/3/97 | | 1 | | 4 |
| | 3/31/97 | | 2 |
| | 1/1/96 | | 2 |
| List all Filings |
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