EXHIBIT 2
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT, (hereinafter referred to as the "Agreement") is
made and entered into this 26th day of September, 1997 by and between CONTESSA
CORPORATION, a Delaware corporation (hereinafter referred to as "Contessa") and
GASTRONNOMIA BOCCA DI ROSA, INC., a Florida (hereinafter referred to as "GBDR").
RECITALS
WHEREAS, Contessa desires to acquire all of the issued and outstanding
shares of GBDR capital stock in exchange for 562,500 shares (the "Shares") of
the authorized but previously unissued Contessa voting common stock, par value
$.0001 per share (the "Common Stock") pursuant to the terms and conditions set
forth herein;
WHEREAS, Giuditta Investments, Inc. ("Giuditta"), a Florida corporation and
the sole shareholder of all of the issued capital stock of GBDR, desires to
exchange all of its shares of GBDR capital stock for shares of Contessa common
stock in the respective amounts set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:
ARTICLE I
SECTION 1.1 Acquisition. The parties agree that pursuant to this
-----------
Agreement Contessa shall acquire all of the issued and outstanding shares of
GBDR common stock, in exchange for Five Hundred Sixty-Two Thousand Five Hundred
(562,500) shares of authorized but previously unissued Contessa Common Stock
(the "Acquisition"). It is also agreed to by the parties hereto that by
acquiring all of the GBDR shares, Contessa will acquire all rights, title and
interest to all assets and property presently owned by GBDR which assets and
property may be subject to certain interest, liens and/or encumbrances. The
parties hereto hereby further agree that at the Closing, as defined in the
Escrow Agreement attached hereto, GBDR shall become a wholly-owned subsidiary of
Contessa.
SECTION 1.2 Issuance of Shares.
------------------
(a) Giuditta shall deliver to Contessa a stock certificate in the amount of
Five Hundred (500) shares, representing all of the issued shares and capital
stock of GBDR, with executed stock powers. Contessa shall cause to be issued
and delivered to Giuditta or its designees, stock certificates evidencing an
aggregate of 562,500 shares of Common Stock.
(b) The Shares to be issued hereunder shall be authorized but previously
unissued shares of Common Stock, and shall be issued to those persons and in the
respective amounts as specified by Giuditta in writing.
(c) All of the Shares to be issued hereunder are deemed "restricted
securities" as defined by Rule 144 of the Securities Act of 1933, as amended
(the "Securities Act"), and the recipients shall represent that they are
acquiring the Shares for investment purposes only and without the intent to make
a further distribution of the Shares. All Shares to be issued under the terms
of this Agreement shall be issued pursuant to an exemption from the registration
requirements of the Securities Act, under Section 4(2) of the Securities Act and
the rules and regulations promulgated thereunder. Certificates representing the
restricted Shares to be issued hereunder shall bear the following, or similar
legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), AND MAY
NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT
TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY
OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
SECTION 1.3 Financing. Following the Closing, Contessa shall fund GBDR
---------
with $100,000 to be used for the development of GBDR's operations.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
CONTESSA
Contessa hereby represents, warrants and agrees that:
SECTION 2.1 Organization of Contessa. Contessa is a corporation duly
-------------------------
organized, validly existing and in good standing under the laws of the State of
Delaware, is duly qualified and in good standing as a foreign corporation in
every jurisdiction in which such qualification is necessary, and has the
corporate power and authority to own its properties and assets and to transact
the business in which it is engaged. Contessa has all requisite corporate power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement is the legal, valid and
binding obligation of Contessa, enforceable against Contessa in accordance with
its respective terms except to the extent that such enforcement may be limited
by applicable bankruptcy, insolvency and other similar laws affecting creditors'
rights generally.
2
SECTION 2.2 Capitalization of Contessa. The authorized capital stock of
--------------------------
Contessa consists of 25,000,000 shares of which 20,000,000 are designated as
common stock, par value $.0001 per share, and 5,000,000 are designated as blank
check preferred stock, par value $.001 per share. Two Million Two Hundred Fifty
Thousand (2,250,000) shares are presently issued and outstanding. The Shares
to be issued pursuant to this Agreement, when so issued, will be duly
authorized, validly issued, fully paid and non-assessable. Upon the issuance of
the Shares, Contessa will have Two Million Eight Hundred Twelve Thousand Five
Hundred (2,812,500) shares issued and outstanding.
SECTION 2.3 Corporate Documents. The Contessa shareholders' list and
-------------------
corporate minute books are complete and accurate as of the date hereof and the
corporate minute books contain the recorded minutes of all corporate meetings of
shareholders and directors.
SECTION 2.4 Litigation. There is no litigation, arbitration, proceeding
----------
or investigation pending or threatened to which Contessa is a party or which may
result in any material change in the business of condition, financial or
otherwise, of Contessa or in any of its properties or assets, or which might
result in any liability on the part of Contessa, or which questions the validity
of this Agreement or of any action taken or to be taken pursuant to or in
connection with the provisions of this Agreement, and to the best knowledge of
Contessa, there is no basis for any such litigation, arbitration, proceeding or
investigation.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
GBDR
GBDR hereby represents, warrants and agrees that:
SECTION 3.1 Organization of GBDR. GBDR is a corporation duly organized,
--------------------
validly existing and in good standing under the laws of Florida, is duly
qualified and in good standing in every jurisdiction in which such qualification
is necessary. There are no corporations or other entities with respect to which
(i) GBDR owns any of the outstanding stock or other interests, or (ii) GBDR may
be deemed to be in control because of factors or relationships other than the
quantity of stock or other interests owned in such entity except as otherwise
disclosed hereto. GBDR has all requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
SECTION 3.2 Capitalization. The authorized capital stock of GBDR is 500
--------------
shares of common stock par value $1.00 per share, all of which have been
previously issued to Giuditta.
3
SECTION 3.3 Corporate Documents. The GBDR shareholders' list and
-------------------
corporate minute books are complete and accurate as of the date hereof and the
corporate minute books contain the recorded minutes of all corporate meetings of
shareholders and directors.
SECTION 3.4 Litigation. There is no litigation, arbitration, proceeding
----------
or investigation pending or threatened to which GBDR is a party or which may
result in any material change in the business of condition, financial or
otherwise, of GBDR or in any of its properties or assets, or which might result
in any liability on the part of GBDR, or which questions the validity of this
Agreement or of any action taken or to be taken pursuant to or in connection
with the provisions of this Agreement, and to the best knowledge of GBDR, there
is no basis for any such litigation, arbitration, proceeding or investigation.
SECTION 3.5 Authority. GBDR and, its sole shareholder, Giuditta, have
---------
approved this Agreement and duly authorized the execution hereof. GBDR has full
power, authority and legal right to enter into this Agreement on behalf of GBDR
and its shareholder and to consummate the transactions contemplated hereby, and
all corporate action necessary to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby has been
duly and validly taken. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and compliance by GBDR with
the provisions hereof will not (a) conflict with or result in a breach of any
provisions of, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the creation of
any lien, security interest, charge or encumbrance upon any of the properties or
assets of GBDR under, any of the terms, conditions or provisions of the Articles
of Incorporation or By-Laws of GBDR, or any note, bond, mortgage, indenture,
license, agreement or any instrument or obligation to which GBDR is a party or
by which it is bound; or (b) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to GBDR or any of its properties or
assets.
SECTION 3.6 Investment Purpose. GBDR has received representations from
------------------
its shareholder that the recipients of the Shares hereunder are acquiring the
shares for investment purposes only and acknowledges that the Shares issued
hereunder are "restricted securities" and may not be sold, traded or otherwise
transferred without registration under the Securities Act or exemption
therefrom.
SECTION 3.7 Operations. GBDR has leased 1,832 square feet on the ground
----------
floor at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Premises"). GBDR
intends to own and operate a retail food market and take-away prepared food
service at the Premises which is scheduled to open on or before December 1,
1997.
4
ARTICLE IV
ADDITIONAL AGREEMENTS
SECTION 4.1 Expenses. Whether or not the transactions contemplated in
--------
this Agreement are consummated, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expense or as otherwise agreed to herein.
SECTION 4.2. Brokers and Finders. Each of the parties hereto represents,
-------------------
as to itself, that no agent, broker, investment banker or firm or person is or
will be entitled to any broker's or finder's fee or any other commission or
similar fee in connection with any of the transactions contemplated by this
Agreement.
SECTION 4.3 Necessary Actions. Subject to the terms and conditions herein
-----------------
provided, each of the parties hereto agree to use all reasonable efforts to
take, or cause to be taken, all action, and to do or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In the event at any time after the closing, any further action is necessary or
desirable to carry out the purpose of this Agreement, the proper officers and/or
directors of Contessa or GBDR, as the case may be, shall take all such necessary
action.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 Parties in Interest. This Agreement shall inure to the
-------------------
benefit of and be binding upon the parties hereto and the respective successors
and assigns. Nothing in this Agreement is intended to confer, expressly or by
implication, upon any other person any rights or remedies under or by reason of
this Agreement.
SECTION 5.2 Severability. The parties hereto agree and affirm that none
------------
of the provisions herein is dependent upon the validity of any other provision,
and if any part of this Agreement is deemed to be unenforceable, the remainder
of the Agreement shall remain in full force and effect.
SECTION 5.3 Headings. The "Article" and "Section" headings are provided
--------
herein for convenience of reference only and do not constitute a part of this
Agreement.
SECTION 5.4 Assignability. This Agreement shall not be assigned by any of
-------------
the parties hereto without the prior written consent of the other parties.
5
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement of six (6) pages in a manner legally binding upon them as of the date
first above written.
CONTESSA CORPORATION
Attest:
By:
--------------------------------- ----------------------------------
Its: President Secretary
GASTRONNOMIA BOCCA DI ROSA, INC.
Attest:
By:
--------------------------------- ----------------------------------
Its: President Secretary
GIUDITTA INVESTMENTS, INC.
Attest:
By:
--------------------------------- ----------------------------------
Its: President Secretary
6