Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 8 33K
2: EX-1.0 Underwriting Agreement 14± 52K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 4± 14K
Liquidation or Succession
EX-2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
AGREEMENT FOR THE SALE OF BUSINESS BY TRANSFER OF CAPITAL STOCK
THIS AGREEMENT, is made on December 23rd, 1998, between GLOBAL CASINOS,
INC., a Utah corporation, (Sellers), and WILLIAM C. MARTIN, (Buyer).
RECITALS
DESTINATION MARKETING SERVICES, INC, a Colorado corporation, (the
"Corporation"), is a Colorado corporation, doing marketing business under
various trade names in Colorado Springs, Colorado.
Seller, as the owner of all of the outstanding and issued shares of
common stock of the Corporation, desires to sell the Corporation?s business to
the Buyer by a transfer of all of Seller's capital stock in the Corporation to
the Buyer, and
Buyer desires to purchase all of Seller's stock in the Corporation
pursuant to the terms and conditions of this Agreement.
NOW THEREFORE, for and in consideration of the mutual covenants and
conditions, and other good and valuable consideration, the parties agree as
follows:
1. SALE AND PURCHASE OF STOCK. Seller will sell, transfer and deliver
to Buyer at closing all of its shares of the issued and outstanding capital
stock of the Corporation, free of all liens and encumbrances, that being all
of Corporation's issued and outstanding capital stock, and Buyer will purchase
the shares subject to the provisions of this Agreement.
2. PURCHASE PRICE. The total purchase price to be paid by Buyer to the
Seller for all of the Seller's shares is:
a. PROMISSORY NOTE. $20,900.00 shall be paid by Buyer's personal
promissory note, payable to Seller, or its order, executed by Buyer and
delivered to Seller at the closing and in the form attached hereto as Exhibit
A (the "Note"). The Note shall provide in material part that the unpaid
balance of the Purchase Price shall bear interest at 10% per annum, amortized
over 3 years, but payable in equal monthly installments of $800.00 each and a
final installment due on December 1, 2001 for the entire balance thereof
(inclusive of principal and interest), with the first of which shall be
payable on the first day of July, 1999, with each succeeding payment shall be
payable on the first day of each succeeding month until paid in full. In the
event of default, interest shall be payable to Sellers by Buyers at the rate
of 12% per annum from the date of default until paid.
b. CANCELLATION OF SELLER'S GUARANTY. Cancellation of Seller's
guaranty to Buyer under that certain Asset Purchase and Sale Agreement dated
as of April 1, 1998 between Seller and Buyer, a copy of which is attached as
Exhibit A, (specifically paragraph 3.1(c) thereof).
c. INDEMNIFICATION. Indemnification of Seller from any and all
liability for any claims, demands, debts, taxes (including income payroll, and
employment), or other obligations of the Corporation.
3. SELLER'S REPRESENTATIONS AND WARRANTIES. To induce Buyer to
purchase its stock, Seller represents and warrants the following:
a. CORPORATION DULY ORGANIZED. Corporation is a business
corporation organized in accordance with the laws of Colorado.
b. CORPORATION IN GOOD STANDING. Corporation is in good standing.
Buyer takes the risk and assumes the liability for all taxes currently due,
including income and franchise taxes. Therefore, there are no representations
as to the status of payment of any taxes by Seller to Buyer.
c. STOCK PROPERLY ISSUED. Sellers' shares constitute all the
issued and outstanding shares of Corporation's stock. The shares have been
properly issued and are fully paid and nonassessable.
4. BUYER'S REPRESENTATIONS. Buyer represents and warrants that Buyer
has inspected Corporation's premises, inventory, furnishings, fixtures,
equipment, and other physical assets and knows their condition. Buyer further
represents and warrants that Buyer has examined Corporation's books of account
and other business records and is satisfied that they properly reflect
Corporation's past and present earnings and financial condition. Buyer
represents and warrants that Buyer has not relied upon any representations by
Sellers or others as to Corporation's past or present earnings or its
prospects of future earnings.
5. REPRESENTATION TO SURVIVE CLOSING. The representations and
warranties contained in Paragraph 5 and 6 shall survive the closing.
6. DOCUMENTS TO BE DELIVERED BY BUYER AT CLOSING. At closing, Buyer
shall deliver to Seller:
a. The Promissory Note, with full personal recourse, payable to
Seller secured by a retained security interest in said stock.
7. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the closing,
Seller shall deliver to Buyer the following:
a. STOCK CERTIFICATES. Certificate numbered _________
representing all of Corporation's capital stock, indorsed for transfer in
blank;
b. CORPORATE BOOKS AND RECORDS. Corporation's books of account
and business records, minute book, stock transfer book, blank stock
certificates, and seal; and
c. AGREEMENTS. Copies of all agreements, contracts, and leases to
which Corporation is a party.
8. ARBITRATION. Any and all disputes between the parties arising
under this Agreement shall be determined by arbitration in Colorado Springs,
Colorado before the American Arbitration Association in accordance with its
rules then obtaining, and judgement may be entered upon the award.
9. TIME AND PLACE OF CLOSING. It is anticipated that the closing of
this Agreement and the performances of the obligations required hereunder will
take place simultaneously at the signing of this Agreement. In the event that
this is not the case, then closing shall take place at the offices of
Berniger, Berg, Diver, Noecker & Wood-Ellis, LLC at 90 S. Cascade, Suite 310,
Colorado Springs, Colorado, on December 31st, 1998 at 4:00 PM MDT, or such
other time or place as the parties may agree upon in writing. Notwithstanding
the date of closing, it is agreed that the effective date of closing for all
purposes shall be October 1, 1998.
10. APPLICABLE LAW. This Agreement shall be constructed in accordance
with the laws of Colorado, the state in which Corporation is incorporated.
11. ASSIGNMENT. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their respective heirs, legal representatives,
successors and assigns; provided, however, neither party may assign any of his
rights hereunder without the prior written consent of the other party.
12. MODIFICATION AND WAIVER. This Agreement constitutes the entire
Agreement between the parties pertaining to the subject matter contained in
it, and supersedes all prior and contemporaneous agreements, representations,
and understandings of the parties. No supplement, modification, or amendment
hereto shall be binding unless executed in writing by all of the parties. No
waiver of any provision of this Agreement will be deemed as, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
13. COUNTERPARTS. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, and all of
which, together, shall constitute one and the same instrument.
14. INDEMNIFICATION. Buyer and Sellers agree to protect, indemnify, and
hold the other harmless against and with respect to any loss, damage, or
expense occasioned by any breach or alleged breach, falsity or failure of any
of the representations, covenants, warranties or agreements of any such party
contained herein or contained in any document transferred between Buyer and
Seller in connection with this transaction.
15. TIME IS OF THE ESSENCE. Time is of the essence hereof, and if any
payment or any other condition hereof is not made, tendered or performed by
either the Buyer or Seller as herein provided in this Agreement, then such
party shall be deemed to be in default hereunder. In the event of such
default by the Seller, and the Buyer elect to treat this Agreement as
terminated, then all payments made shall be returned to the Buyer.
Additionally, in the event of default by the Seller, Buyer may elect to treat
this Agreement as being in full force and effect, and Buyer shall have the
right to an action for specific performance and damages. In the event of
default by the Buyer, Seller may elect to treat this Agreement as being in
full force and effect, and Seller shall have the right to an action for
specific performance and damages, as well as any other remedies allowed in law
or equity.
IN WITNESS WHEREOF, the parties have executed this Agreement for the Sale
of Business by the Transfer of Capital Stock on December 23rd, 1998.
SELLER:
GLOBAL CASINOS, INC.
By:
---------------------------------
Its President
BUYER:
--------------------------------------
WILLIAM C. MARTIN
Dates Referenced Herein and Documents Incorporated by Reference
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