AGREEMENT FOR EXCHANGE OF STOCK
AND
PLAN OF REORGANIZATION
THIS AGREEMENT, made this _________ day of September 1997, between
INVESTMENT BOOK PUBLISHERS, INC., a publicly traded Nevada Corporation,
hereinafter referred to as "IBP" and ACCORD SEMICONDUCTOR EQUIPMENT GROUP, INC.,
an Arizona Corporation, hereinafter referred to as "SEG."
1. PLAN OF REORGANIZATION: It is the intention of the parties hereto
that all of the issued and outstanding capital stock of SEG be acquired by IBP
in exchange for its capital stock, as hereinafter set forth.
2. IBP CAPITALIZATION: The authorized capital stock of IBP consists of
fifty million (50,000,000) shares of common stock, with a par value of one
ten-thousandth of a dollar ($.0001) per share and three million (3,000,000) no
par preferred stock, of which, as of the date hereof, and as of the closing
date, four million nine hundred and fifty thousand (4,950,000) common shares are
issued and outstanding and owned of record by stockholders as appears in the
records of ________________ of ______________ (Transfer Agent), and no other
shares of IBP have been issued or are outstanding.
On or before fifteen (15) days prior to the closing date as hereinafter
set forth, a stockholder list, certified as accurate by the Transfer Agent,
shall be furnished to SEG and STOCKHOLDER.
All issued and outstanding shares of the capital stock of IBP have been
duly authorized, validly issued and are fully paid and non-assessable. At the
closing date, there will exist no pre-emptive rights on the part of any holder
of any class of securities of IBP and no options, warrants, conversions or other
rights, agreements or commitments of any kind obligating IBP, or its
stockholders, contingently or otherwise, to issue or sell any shares of IBP
stock of any class or any securities convertible into or exchangeable for any
such shares OTHER THAN WHAT IS COVERED IN PARAGRAPH 9 (B). All issued and
outstanding shares shall contain no liens, claims or encumbrances of any kind.
The shares of IBP are trading in the "over the counter" market and the
bid and ask price on the date of this Agreement as quoted by NASD BULLETIN BOARD
is $ .125; ask, $.43 bid. It is the representation of IBP that IBP is a
publicly-traded company and that all filings required by state and federal
agencies have been complied with and are current. This matter is further
addressed in Paragraph 7 (1) hereof.
--------------------------------------------------------------------------------
Agreement for Exchange of Stock and Plan of Reorganization 1
3. EXCHANGE OF SHARES AND ACQUISITION OF SEG: As set forth above, IBP
capitalization consists of fifty million (50,000,000) shares of common stock and
three million (3,000,000) non par preffered stock with four million nine hundred
and fifty thousand (4,950,000) common shares issued and outstanding. It is a
specific representation by IBP that the officers, directors and shareholders of
IBP shall forthwith do such things as are necessary to cause a ten to one (10:
1) reverse stock split, which will result in four hundred ninety five thousand
(495,000) new shares being exchanged for the four million nine hundred and fifty
thousand (4,950,000) shares presently outstanding. In this connection, the
officers and directors will be instructed to do all things necessary to
accomplish this end, including, but not limited to the following:
(a) adopt appropriate reorganization resolutions in compliance
with the Articles of Incorporation and the appropriate Bylaw provisions
which will amend the Articles of Incorporation in a manner necessary to
accommodate the Plan of Reorganization as set forth herein including a
name change to ACCORD ADVANCED TECHNOLOGIES, INC. (if available), and
the reverse split of ten to one (10: 1);
(b) call for the consent of shareholders, in compliance with
all Articles of Incorporation and Bylaw provisions, to present the Plan
of Reorganization contemplated herein which will include all necessary
authority for the reverse split provisions, including an amendment to
the Articles of Incorporation in a form and manner necessary and
provide for the acquisition of SEG by the issuance of nine million five
hundred thousand (9,500,000) post-rollback (10:1) shares to SEG
(c) thereafter provide the Transfer Agent with appropriate
notices to be sent to all shareholders and to otherwise ensure that
proper notice and information filings be done to comply with any and
all state and federal regulatory agencies to ensure the continuity of
the publicly tradable share characterization, including but not limited
to the maintenance of the original stock issue date and to cause a
notice of this action to be communicated to any IBP market maker and
published in a securities publication in a manner that will provide due
diligence notice to the securities industry as needed.
(d) the nine million five hundred thousand (9,500,000) post-
rollback (10:1) shares mentioned herein, which shall be issued to
STOCKHOLDERS at the closing as hereinafter defined, shall be delivered
to STOCKHOLDERS in such denominations as STOCKHOLDERS may instruct,
solely in exchange for STOCKHOLDER'S __________ ( ) shares of _____ par
stock value in SEG as set forth herein. Such shares shall be issued and
certificates delivered in such denomination amount(s) and name(s) as
may be requested by STOCKHOLDERS. STOCKHOLDERS represents and warrants
that the shares will be held for investment and not for resale, and
--------------------------------------------------------------------------------
Agreement for Exchange of Stock and Plan of Reorganization 2
in this connection STOCKHOLDERS if required will execute an Investment
Letter prepared by IBP's attorney and made a part hereof. The
certificates shall contain the transfer restriction legend prepared by
IBP'S attorney.
4. DELIVERY OF SEG SHARES: On the closing date, STOCKHOLDERS will
deliver, at its expense, certificates for the ________ ( ) common shares of no
par stock value of SEG duly endorsed with signature(s) guaranteed and, if IBP's
counsel requires, document stamps will be affixed thereto so as to make ISP the
sole owner thereof, free and clear of all claims and encumbrances. On such
closing date, delivery of the duly endorsed nine million five hundred thousand
(9,500,000) post-rollback (10: 1) IBP shares on which documentary stamp taxes,
if the opinion of counsel requires, WILL have been paid by IBP. Delivery of
these shares will be made to STOCKHOLDERS as above set forth.
5. REPRESENTATIONS OF STOCKHOLDERS: STOCKHOLDERS represent and warrants
as follows:
(a) At this date and on the closing date, STOCKHOLDERS will be
the sole owners of all outstanding shares of SEG. Such shares will be
free from claims, liens or other encumbrances and STOCKHOLDERS will
have unqualified rights to transfer such shares.
(b) The shares constitute validly issued shares of SEG, fully
paid and non-assessable. There is attached hereto, marked Exhibit "B"
and made a part hereof, a Financial Statement of ACCORD SEMICONDUCTOR
EQUIPMENT GROUP, INC. These Financial Statements have been prepared in
compliance with and in accordance with generally accepted accounting
practices and procedures in the state of Arizona.
(c) Since the date of Exhibit "B" there have not been, and
prior to the closing date there will not be, any material changes in
the financial position of SEG except changes arising in the ordinary
course of business. The Financial Statement as above set forth shall
reasonably reflect the statement (Exhibit "B") delivered herewith.
(d) SEG is not involved in any pending litigation or
governmental investigation or proceeding not reflected in such
Financial Statement or otherwise disclosed in writing to IBP and to the
knowledge of SEG or, STOCKHOLDERS, no litigation or government
investigation or proceeding is threatened against SEG.
(e) As of the closing date, SEG will be in good corporate
standing and a closing document will reflect this status.
--------------------------------------------------------------------------------
Agreement for Exchange of Stock and Plan of Reorganization 3
6. OPINION OF COUNSEL: At closing, SEG shall deliver an attorney's
opinion reflecting that ACCORD SEMICONDUCTOR EQUIPMENT GROUP, Inc. is an Arizona
Corporation in good standing and the person executing this document and any
other document(s) necessary to complete this transaction has been duly
authorized by the board of directors and STOCKHOLDERS to do so and that such
action is taken in compliance with all of the terms and conditions of the
Articles of Incorporation and Bylaws of SEG.
7. REPRESENTATIONS OF IBP: IBP represents and warrants as follows:
(a) IBP will deliver to STOCKHOLDERS and SEG an audited
statement prepared by ___________________ Certified public accountants.
(b) IBP's board of directors will adopt resolutions as set
forth in Paragraph Three (3) hereof and will thereafter secure the
consent of its shareholders pursuant to the Articles of Incorporation
and Bylaws of IBP. In addition to the matters set forth in said
Paragraph Three (3) above, a resolution shall be presented ratifying
and confirming all actions taken by the officers and directors of IBP
in the furtherance of this Agreement.
(c) As of the closing date, IBP's ▇▇▇▇▇▇ to be delivered to
STOCKHOLDERS will constitute the valid and legally issued shares of
IBP, fully and non-assessable, and will be legally equivalent in all
respects to the common stock of IBP issued and outstanding as of the
date hereof, except as reflected in the reverse split provision.
(d) The officers of IBID. are duly authorized to execute this
Agreement pursuant to authorization of its shareholders.
(e) IBP's Financial Statements are true and complete
statements of its financial condition as of those dates. There are no
substantial liabilities, either fixed or contingent, not reflected in
such Financial Statements and the corporation will have done nothing
that will after its financial condition as reflected in such Financial
Statements.
(f) IBP is not involved in any pending litigation or
governmental investigation or proceeding not reflected in such
Financial Statement or otherwise disclosed in writing to STOCKHOLDER
and SEG and to the knowledge of IBP, no litigation or governmental
investigation or proceeding is threatened against IBP.
(g) As of the closing date,, IBP will be in good standing as a
Nevada corporation and as a closing document, a Certificate of Good
Standing will be delivered.
--------------------------------------------------------------------------------
Agreement for Exchange of Stock and Plan of Reorganization 4
(h) The shares of SEG are being acquired by IBP as an
investment and there is no present intention on the part of IBP to
dispose of such shares.
(i) The company attorney representing IBP shall deliver to
STOCKHOLDERS and SEG at closing an opinion acceptable to STOCKHOLDERS
and SEG that all actions taken by IBP in connection with the Plan of
Reorganization, including shareholders approval and ratification and
confirmation of such plan; its standing as a publicly-traded company is
in good standing (with all filings current); and that all actions taken
in connection with complying with the provisions of this Agreement,
including but not limited to the Plan of Reorganization, the issuance
of the nine million five hundred thousand (9,500,000) post-rollback
(10:1) shares to STOCKHOLDERS, the compliance with the Bylaws and
Articles of Incorporation in the adoption of the Plan of
Reorganization, the amendment to the Articles of Incorporation and any
other action taken incidental to this Agreement, have complied with the
laws of Nevada, CONFORM TO THE RULES AND REGULATIONS OF THE SECURITIES
AND EXCHANGE COMMISSION, and are in compliance with the terms,
conditions and provisions of the Articles of Incorporation and the
Bylaws of IBP and that the person(s) executing the documents have the
legal authority to do so. Copies of all reorganization documents will
be available at closing.
8. CONDITIONS AND CLOSING DATE: The closing date hereof and referred to
variously herein shall be a date not later than, _________________ unless
extended by written mutual consent of the parties. All representations and
covenants herein shall survive the closing. At the closing, STOCKHOLDERS and SEG
hereby designate, nominate, constitute and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇ as agent and
attorney-in-fact to accept delivery of the certificate of IBP's stock, to be
issued in such manner as said attorney-in-fact may designate, to acknowledge
compliance with the closing provisions contained herein, to give a good and
sufficient receipt for the same, and in connection' therewith, to make delivery
of stock to IBP and to do such other things as may be incidental or necessary in
the closing of this transaction. This Power of Attorney shall cease and be of no
further force and effect in the event STOCKHOLDERS shall be available at
closing.
9. PROHIBITED ACTS: IBP AND SEG agree not to do any of the following
things prior to the closing date and STOCKHOLDERS agrees that prior to the
closing date STOCKHOLDERS will not request or permit SEG to do any of the
following THINGS:
(a) Declare or pay any dividends or other distribution on its
stock or purchase or redeem any of its stock.
--------------------------------------------------------------------------------
Agreement for Exchange of Stock and Plan of Reorganization 5
(b) Issue any stock or other securities, including any right
or option to purchase or otherwise acquire any of its stock or issue
any notes or other evidence of indebtedness not in the usual course of
business. OTHER THEN IBP ISSUING 1,250,000 POST-ROLLBACK SHARES OF 504D
TO A GROUP OF FOREIGN INVESTORS AND 1,200,000 POST-ROLL BACK RESTRICTED
UNDER RULE 144 TO COVER CONSULTING FEE.
10. DELIVERY OF RECORDS: STOCKHOLDERS and SEG agree that on or before
the closing date they will cause to be -delivered to IBP such corporate records
or other documents as IBP may request. IBP shall deliver to STOCKHOLDERS and SEG
a certified shareholder list prepared by the Transfer Agent. The Transfer
Agent's certification must reflect any restrictions of any kind or nature placed
on the transferability or otherwise with respect to any of the shares of IBP
outstanding.
11. NOTICES: Any notice which any of the parties hereto may desire to
serve upon any of the other parties hereto shall be in writing and shall be
conclusively deemed to have been received by the party to whom addressed if
mailed, postage prepaid, United States certified mail, to the following
addresses:
IBP ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SEG ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
12. CONSTRUCTION: This Agreement shall be construed under the laws of
the State of Arizona and any action taken by any party shall be brought in the
State of Arizona and the execution hereof confers jurisdiction in Arizona to all
of the parties to this Agreement.
13. BINDING NATURE: This Agreement shall be binding upon and inure to
the benefit of the heirs, personal representatives, successors and assigns of
the parties.
14. CONFIDENTIAL: All matters contained in this Agreement are to be
held confidential except as is necessary to accomplish the purposes of this
Agreement. There shall be no news releases or announcements of any kind until
such time as IBP and SEG's counsel advises the. parties that such publication
and notice is in compliance with security trading rules generally relating to
the contents, execution and culmination of the terms of this Agreement. Provided
further that any release of any kind by either party prior to closing must be
approved by all parties to this Agreement.
15. FAX TRANSMISSIONS: Fax transmissions of executed documents with
hard copies mailed per this Agreement shall be considered as binding on the
parties from the time of such fax transmission.
--------------------------------------------------------------------------------
Agreement for Exchange of Stock and Plan of Reorganization 6
16. MULTIPLE ORIGINALS: This Agreement shall be executed in multiple
counterparts, each of which shall be deemed duplicate originals as of the date
first above written.
17. EXPENSES: Each party hereto shall pay its own expenses incurred in
connection with this Agreement.
18. BROKERS: The parties certify and agree that there were no brokers
involved in this transaction and there are no fees payable to brokers. as a
result of this transaction.
19. NON-ASSIGNABILITY: Each party agrees that it will not assign, sell,
transfer, delegate or otherwise dispose of any right or obligation under this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
BOOK PUBLISHERS, INC. ACCORD SEMICONDUCTOR
EQUIPMENT GROUP, INC
By BY /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ -----------------------------
PRESIDENT PRESIDENT
STOCKHOLDERS
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
By
-----------------------------
By
-----------------------------
By
-----------------------------
By
-----------------------------
By
-----------------------------
By
-----------------------------
By
-----------------------------
--------------------------------------------------------------------------------
Agreement for Exchange of Stock and Plan of Reorganization 7