Exhibit 2.1
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 20th day of August, 2002, by and
between PRIMAVERA CORPORATION ("PVC"), NORTH TEXAS CIRCUIT BOARD COMPANY, INC.,
(hereinafter "NTCB" or "Corporation") and BC ELECTRONICS INCORPORATED
(hereinafter "Purchaser"), and FLEXXTECH CORPORATION ("Flexxtech").
W I T N E S S E T H:
WHEREAS, NTCB executed certain Promissory Notes ("Bank Notes") dated December
18, 1996, and June 23, 2000 payable to Comerica Bank ("Bank"), which were
secured by inventory, equipment, furniture, fixtures, accounts receivable,
contract rights, general intangibles, and other personal property of NTCB
("Collateral"); and
WHEREAS, to further secure the Bank Notes, PVC granted to Bank a security
interest in 100% of the outstanding shares of stock in NTCB (hereinafter the
"Stock"); and
WHEREAS, on June 19, 2002, Purchaser entered into a Letter of Intent with PVC
and agreed to provide interim financing for NTCB, and in consideration thereof,
NTCB delivered to Purchaser that certain Security Agreement and Promissory Note
dated June 19, 2002, and due August 17, 2002, in the stated principal amount of
$350,000.00, which Note provided by its terms for additional liability in the
event of default by NTCB, for a total principal amount of $354,027.40; and that
certain Security Agreement and Promissory Note dated July 16, 2002, in the
stated principal amount of $550,000.00; and that certain Security Agreement and
Promissory Note dated August 16, 2002, in the stated principal amount of
$800,000.00 (collectively, the "Lender Notes"); and
WHEREAS, to secure the Lender Notes, NTCB granted to Purchaser a security
interest in the Collateral, and PVC granted to Purchaser a security interest in
the Stock; and
WHEREAS, on July 17, 2002, Purchaser purchased all right, title and interest of
Bank in the Bank Notes and all security interests held by Bank in the Collateral
and the Stock, and the unpaid principal amount under the Bank Notes is
$557,672.41; and
WHEREAS, as of the date of this Agreement, the sum of $2,255,859.99 is due and
owing to Purchaser by NTCB, such sum being the balance due under the Notes
(hereinafter the "Purchaser's Debt"); and
WHEREAS, NTCB is in default in the payment of its obligations under the Lender
Notes and Bank Notes (collectively, the "Notes"); and Purchaser has exercised
its option under the Notes and the Security Agreements executed in favor of Bank
and in favor of Lender to accelerate all amounts due under the Notes and demand
payment; and
WHEREAS, as a result the Purchaser now desires to purchase all of the
outstanding Shares of the capital stock of Corporation from PVC and PVC desires
to sell said Stock upon the terms and subject to the conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of the Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE
Subject to the terms and conditions hereinafter set forth, at the
closing of the transaction contemplated hereby, PVC shall sell, convey,
transfer, and deliver to the Purchaser, certificates representing all of the
duly issued, fully paid and nonassessable Shares of the outstanding capital
stock of NTCB, and the Purchaser shall purchase from PVC the Stock, for the
consideration set forth in this Agreement. The certificates representing the
Stock shall be duly executed and issued in the name of Purchaser, and shall be
delivered to Purchaser at the Closing.
2. CLOSING
The Closing of the Transactions contemplated by this Agreement (the
"Closing"), shall be held at the offices of NTCB on the 20th day of August,
2002, at 1:00 p.m. CT, or such other place, date and time as the parties
mutually agree upon.
3. NATURE, AMOUNT AND PAYMENT OF CONSIDERATION
(a) Purchaser, as consideration for the Stock so transferred by PVC to
Purchaser, shall pay ten percent (10%) of the after tax profit of NTCB to
Flexxtech, as the designee of PVC, for a period of five (5) years. The direct
settlement cost and related expenses in settlement of all liabilities of NTCB
existing prior to June 19, 2002 will be treated as a reduction in amounts due
under said Payment and will be deducted from payments. The five (5) year Payment
period shall begin January 1, 2003 and shall continue through December 31,2007.
PVC and Flexxtech, or their assignees, have the right to audit financial
statements annually at their own expense following reasonable advance notice,
and Purchaser agrees to provide annual financial statements of NTCB, which may
be internally prepared, to PVC and Flexxtech. Should there be a sale or merger
of the business during the five year (5) period, Purchaser will transfer the ten
(10) percent payment obligation to the new owner, and the new owner shall
unconditionally assume same. Said compensation shall be paid on or before the
60th day after the close of each calendar year or portion thereof. Said 10%
shall be calculated generally in accordance with generally accepted accounting
principles, provided: Interest paid by Corporation in any year shall not exceed
reasonable interest for other companies in the circuit board manufacturing
industry. Salaries and wages paid by Corporation in any year shall not exceed
reasonable salaries for employees performing similar duties in the current
circuit board manufacturing industry.
(b) As further consideration to Purchaser, in addition to transfer of
the Stock by PVC to Purchaser, effective as of the Closing, PVC, Flexxtech and
Western Cottonwood Corporation, hereby release Corporation from all debts and
obligations otherwise owed by Corporation to any of said persons.
4. REPRESENTATIONS AND WARRANTIES OF CORPORATION
The Corporation hereby represents and warrants to Purchaser:
(a) Organization and Standing:
(i) The Corporation is a Corporation duly organized, validly
existing and in good standing under the laws of the State of Texas and has the
corporate power and authority to carry on its business as it is now being
conducted.
(b) There are no existing warrants, options, stock purchase
agreements, redemption agreements, restrictions of any nature or any calls or
rights to subscribe of any character relating to the Corporation's capital
stock, nor are there any existing securities or contracts convertible into the
Corporation's stock;
The Stock will represent 100% of the outstanding capital stock of the
Corporation on the date of Closing and after conveyance of said Shares to
Purchaser.
5. RELEASE OF PURCHASER BY NTCB AND PVC & Flexxtech.
In consideration of the terms of this Agreement and other benefits
received by NTCB and PVC hereunder, NTCB and PVC hereby release, relinquish and
forever discharge Purchaser, its predecessors, successors, assigns, agents,
employees, attorneys and representatives of and from any and all claims,
demands, actions, and causes of action of any and every kind or character,
whether known or unknown, which NTCB or PVC & Flexxtech may have against
Purchaser and its predecessors, successors, assigns, agents, employees,
attorneys and representatives arising out of or with respect to any and all
transactions, not specifically excluded from this release by written agreement,
which release shall include but not be limited to any loss or expense and/or
detriment of any kind or character growing out of or in any way connected with
or in any way resulting from the acts or omissions of Purchaser and its
predecessors, successors, assigns, agents, employees, attorneys and
representatives and including, but not limited to, any loss, cost or damage in
connection with any usury, breach of fiduciary duty, breach of any duty of fair
dealing, breach of confidence, breach of funding commitment, undue influence,
duress, economic coercion, conflict of interest, negligence, bad faith,
malpractice, violation of the RICO Act, the intentional or negligent infliction
of mental duress, tortious interference with contractual relations, tortious
interference with corporate governance or prospective business advantage, breach
of contract, deceptive trade practices, libel, slander, conspiracy, BUT
EXCLUDING any future obligation of Purchaser to NTCB, PVC or Flexxtech under
this Agreement.
8. GENERAL PROVISIONS
(a) Entire Agreement
This Agreement (including the exhibits hereto and any written amendments hereof
executed by the parties) constitutes the entire Agreement and supersedes all
prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.
(b) Sections and other Headings
The Section and other headings contained in this Agreement are for reference
purposes only and shall not effect the meaning or interpretation of this
Agreement.
(c) Governing Law
This Agreement and all transactions contemplated hereby shall be governed by,
construed and enforced in accordance with the laws of the State of Texas, The
parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in the
State of Texas. In the event that litigation results from or arises out of this
Agreement or the performance thereof, the parties agree to reimburse the
prevailing party's reasonable attorneys' fees, court costs and all other
expenses, whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled.
(d) Counterparts
This Agreement may be executed in counterparts, each of which may be deemed a
part of this Agreement
(e) Notices
Any and all notices or other communications required or permitted by this
contract or by law to be served on or given to either party hereto, Purchaser or
Seller or Corporation, by the other party hereto or by the escrow holder named
in this contract, shall be, unless otherwise required by law, in writing and
deemed duly served and given when personally delivered to the party to whom
directed or any of its officers or, in lieu of such personal service, when
deposited in the United States mail, first class postage prepaid, addressed as
follows:
To Corporation:
North Texas Circuit Board Company, Inc.
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To Flexxtech Corporation:
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To Purchaser:
BC ELECTRONICS INCORPORATED
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To PVC:
PRIMAVERA CORPORATION
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9. RELEASE BY PURCHASER OF PVC, NTCB and Flexxtech.
In consideration of the terms of this Agreement and other benefits
received by Purchaser hereunder, Purchaser hereby releases, relinquishes and
forever discharges PVC, NTCB, Flexxtech and their respective predecessors,
successors, assigns, agents, employees, attorneys and representatives of and
from any and all claims, demands, actions, causes of action of any and every
kind or character, whether known or unknown, which Purchaser may have against
any of them, except for any agreement which by its terms is excluded from this
release, which release shall include but not be limited to any loss and/or
detriment of any kind or character growing out of or in any way connected with
or in any way resulting from the acts or omissions of any of them and including
but not limited to any loss, cost or damage in connection with any breach of
fiduciary duty, breach of any duty of fair dealing, breach of confidence, undue
influence, duress, economic coercion, conflict of interest, negligence, bad
faith, malpractice, violation of the RICO Act, intentional or negligent
infliction of mental duress, tortious interference with contractual relations,
tortious interference with corporate governance or prospective business
advantage, breach of contract, deceptive trade practices, libel, slander or
conspiracy; BUT EXCLUDING any future obligation to PVC and/or Flexxtech under
this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written.
NORTH TEXAS CIRCUIT BOARD COMPANY, INC. (Corporation)
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, President
BC ELECTRONICS CORPORATION (Purchaser)
By /s/ ▇▇ ▇▇▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇▇, President
FLEXXTECH CORPORATION (Flexxtech)
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, President
PRIMAVERA CORPORATION (PVC)
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, President
