SEC 1746 Potential persons who are to respond to the collection of
(2-98) information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
OMB APPROVAL
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 2002
Washington, D.C. 20549 Estimated average burden
hours per response. . . 14.9
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [__]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 87945E 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
EVANGELOS KARAYANNOPOULOS
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) 00
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization CANADA
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7. Sole Voting Power 1,400,003
Number of ------------------------------------------------------------------
Shares
Beneficially 8. Shared Voting Power -0-
Owned by
Each ------------------------------------------------------------------
Reporting
Person With 9. Sole Dispositive Power 1,400,003
------------------------------------------------------------------
10. Shared Dispositive Power -0-
-------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,400,003
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) X
(See Item 6)
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2
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13. Percent of Class Represented by Amount in Row (11) 12.4%
14. Type of Reporting Person (See Instructions) IN
Item 1:
Common Stock, no par value
Item 2:
(a) Evangelos Karayannopoulos
(b) 736 Dundas Street East, Toronto, Ontario, Canada M5A 2C3
(c) Mr. Karayannopoulos is CEO and Chairman of the Issuer and its
wholly-owned subsidiary, Telemax Global Communications
(Canada), Inc.
(d) Reporting person has not been convicted, during the past five
years, in a criminal proceeding.
(e) Reporting person has not been a party to a proceeding which
resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Reporting person is a citizen of Canada
Item 3:
Pursuant to a Plan and Agreement of Reorganization between the Issuer and Telemax Global Communications (Canada), Inc., the Reporting Person exchanged his 151,050 shares of Telemax Global Communications (Canada), Inc. common stock for 1,400,003 shares of the Issuer's common stock. This exchange transaction closed on February 16, 2002.
Item 4:
The Reporting Person acquired the Issuer's common stock in a corporate transaction whereby the Issuer acquired all of the outstanding stock of Telemax Global Communications (Canada), Inc. in exchange for the issuance of 9,230,000 shares of its restricted common stock, representing approximately 85.8% of the outstanding common stock of the Issuer. As a result of this transaction, Telemax Global Communications (Canada), Inc. became a wholly-owned subsidiary of the Issuer and the former shareholders of Telemax Global Communications (Canada), Inc. acquired a controlling interest in the Issuer.
Pursuant to this corporate transaction, new directors and officers were appointed for the Issuer.
As a result of this corporate transaction, the Issuer now conducts a new business including the issuing of prepaid telephone cards in Canada and providing long distance telephone service in Canada.
In conjunction with this corporate transaction, prior to the closing, the Issuer amended its Articles of Incorporation to reflect a name change (from Organik Technologies, Inc. to Telemax Global Communications, Inc.) and a 1-for-20 reverse stock split.
The Reporting Person has no current plans to acquire additional shares of the
Issuer's common stock.
Item 5:
(a) 1,400,003 shares, twelve and four-tenths percent (12.4%)
(b) 1,400,003 shares
(c) A Plan and Agreement of Reorganization was consummated between
the Issuer and the reporting person (see Item 4 above)
(d) Not applicable
(e) Not Applicable
Item 6:
Telemax Global Communications (Canada), Inc. owns 400,000 shares of the Issuer's common stock. Mr. Karayannopoulos is the CEO and a Director of Telemax Global Communications (Canada), Inc. Mr. Karayannopoulos disclaims beneficial ownership of these shares.
Item 7:
The Plan and Agreement of Reorganization dated November 16, 2001 and the Amendment thereto is filed as Exhibit A.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date
February 25, 2002
Signature
/s/ Evangelos Karayannopoulos ------------------------------------------------------------------------------- |
Name/Title: Evangelos Karayannopoulos
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
http://www.sec.gov/divisions/corpfin/forms/13d.htm
Last update: 02/22/2000
PLAN AND AGREEMENT OF REORGANIZATION
AMONG
TELEMAX GLOBAL COMMUNICATIONS, INC.
AND
ORGANIK, INC.
AND
CERTAIN SHAREHOLDERS OF
TELEMAX GLOBAL COMMUNICATIONS, INC.
DATED NOVEMBER 16, 2001
EXHIBIT A TO FORM 13D
TABLE OF CONTENTS
Plan and Agreement of Reorganization .........................................3
Plan of Reorganization .......................................................3
Agreement .................................................................3
Section 1 - Transfer of Shares .........................................3
Section 2 - Issuance of Exchange Stock to TGCI Shareholders ............4
Section 3 - Closing ....................................................5
Section 4 - Representations and Warranties by TGCI and Certain
Shareholders................................................7
Section 5 - Representations and Warranties by Organik .................11
Section 6 - Access and Information ....................................16
Section 7 - Covenants of TGCI and Certain Shareholders ................16
Section 8 - Covenants of Organik ......................................18
Section 9 - Additional Covenants of the Parties .......................19
Section 10 - Survival of Representations, Warranties and Covenants ....20
Section 11 - Conditions Precedent to Obligations of Parties ...........20
Section 12 - Termination, Amendment, Waiver ...........................23
Section 13 - Miscellaneous ............................................25
Exhibit List ................................................................28
Schedule List ...............................................................28
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PLAN AND AGREEMENT OF REORGANIZATION
This Plan and Agreement of Reorganization ("Agreement") is entered into on this 16th day of November 2001 by and between ORGANIK TECHNOLOGIES, INC., a Washington corporation ("Organik"), and TELEMAX GLOBAL COMMUNICATIONS, INC., an Ontario, Canada, corporation ("TGCI"), and those persons listed in Exhibit A hereto, being all of the shareholders of TGCI who own individually at least ten percent (10%) of the outstanding stock of TGCI and together hold over fifty percent (50%) of the outstanding stock of TGCI as of the date this Agreement is executed.
PLAN OF REORGANIZATION
The transaction contemplated by this Agreement is intended to be a "tax free" exchange as contemplated by the provisions of Sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"). Organik will acquire up to 100% of TGCI's issued and outstanding common stock, (no par value) in exchange for up to 9,000,000 shares of Organik's common stock, no par value (after a 20-for-1 reverse stock split) (the "Exchange Stock"). Upon the consummation of the exchange transaction and the issuance and transfer of the Exchange Stock as set forth in Section 2 hereinbelow, TGCI Shareholders would hold approximately ninety-one percent (91%) of the then-outstanding common stock of Organik representing a controlling interest in Organik. The Exchange Transaction will result in TGCI becoming a wholly-owned subsidiary of Organik. Thereafter, Organik would expect to change its name to Telemax Global Communications, Inc., or some other corporate name similar thereto.
AGREEMENT
Section 1 Transfer of Shares
1.1 All shareholders of TGCI (the "Shareholders" or the "TGCI
Shareholders"), as of the date of Closing as such term is defined in
Section 3 herein (the "Closing" or the "Closing Date"), shall transfer,
assign, convey and deliver to Organik on the Closing Date, certificates
representing one hundred percent (100%) of the TGCI Stock or such
lesser percentage as shall be acceptable to Organik, but in no event
less than ninety-five percent (95%) of the TGCI Stock. The transfer of
the TGCI Stock shall be made free and clear of all liens, mortgages,
pledges, encumbrances or charges, whether disclosed or undisclosed,
except as the TGCI Shareholders and Organik shall have otherwise agreed
in writing.
Section 2 Issuance of Exchange Stock to TGCI Shareholders
2.1 As consideration for the transfer, assignment, conveyance and delivery of the TGCI Stock hereunder, Organik shall, at the Closing issue to the TGCI Shareholders, pro rata in accordance with each Shareholder's percentage ownership of TGCI immediately prior to the Closing, certificates representing up to 9,000,000 shares of Organik Common Stock. The parties intend that the Exchange Shares being issued will be used to acquire all outstanding TGCI Shares. To the extent that less than 100% of the TGCI Stock is acquired, the number of shares issuable to those TGCI Shareholders who have elected to participate in the exchange described in this Agreement (the "Exchange") shall increase proportionately.
2.2 The issuance of the Exchange Stock shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges, whether disclosed or undisclosed, except as the TGCI Shareholders and Organik shall have otherwise agreed in writing. As provided herein, and immediately prior to the Closing, but after the twenty-to-one (20:1) reverse stock split, Organik shall have issued and outstanding: (i) not more than 900,000 shares of Common Stock; and (ii) shall not have more than 11,500 shares of preferred stock issued and outstanding.
2.3 None of the Exchange Stock issued to the TGCI Shareholders, nor any of the TGCI Stock transferred to Organik hereunder shall, at the time of Closing, be registered under federal securities laws but, rather, shall be issued pursuant to an exemption therefrom and be considered "restricted stock" within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"). All of such shares shall bear a legend worded substantially as follows:
"The shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are 'restricted securities' as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company."
The respective transfer agents of Organik and TGCI shall annotate their records to reflect the restrictions on transfer embodied in the legend set forth above. There shall be no requirement that Organik register the Exchange Stock under the Act, nor shall TGCI or the Shareholders be required to register any TGCI Shares under the Act.
Section 3 Closing
(a) TGCI shall deliver or cause to be delivered to Organik at Closing:
(1) certificates representing all shares, or an amount of shares acceptable to Organik, of the TGCI Stock as described in Section 1, each endorsed in blank by the registered owner;
(2) an agreement from each Shareholder surrendering his
or her shares agreeing to a restriction on the
transfer of the Exchange Stock as described in
Section 2 hereof;
(3) a copy of a consent of TGCI's board of directors authorizing TGCI to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit B;
(4) a copy of a Certificate of Good Standing for TGCI issued not more than thirty (30) days prior to Closing by the Ontario, Canada, Secretary of State;
(5) an opinion of Weintraub Genshlea, Chediak, Sproul, counsel to TGCI, dated the Closing Date, in a form deemed acceptable by Organik and its counsel;
(6) Articles of Incorporation and Bylaws of TGCI certified as of the Closing Date by the President and Secretary of TGCI;
(7) such other documents, instruments or certificates as shall be reasonably requested by Organik or its counsel.
(b) Organik shall deliver or cause to be delivered to TGCI at Closing:
(1) a copy of a consent of Organik's board of directors authorizing Organik to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit C;
(2) a Secretary's Certification that the Agreement was approved by the Organik shareholders at a Special Shareholders Meeting duly held;
(3) a copy of a Certificate of Good Standing for Organik issued not more than ten (10) days prior to Closing by the Secretary of State of Washington;
(4) all of Organik's corporate records;
(5) executed bank forms for Organik bank accounts reflecting a change in management and signatories to said bank accounts;
(6) stock certificate(s) or a computer listing from Organik's transfer agent representing the Exchange Stock to be newly issued by Organik under this Agreement, which certificates shall be in the names of the appropriate TGCI Shareholders, each in the appropriate denomination as described in Section 2;
(7) an opinion of William B. Barnett, Esq., special counsel to Organik, dated the Closing Date, in a form deemed acceptable by TGCI and its counsel;
(8) Articles of Incorporation and Bylaws of Organik certified as of the Closing Date by the President and Secretary of Organik;
(9) written resignations of all officers and directors of Organik to take effect after new directors, approved by TGCI, are elected or appointed; and
(10) such other documents, instruments or certificates as shall be reasonably requested by TGCI or its counsel.
(a) Prior to the Closing, the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Section 11 below.
(b) On and after the Closing Date, Organik, TGCI and the Shareholders set forth in Exhibit A shall, on request and
without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.
Section 4 Representations and Warranties by TGCI and Certain Shareholders
4.1 Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to Organik), TGCI and those Shareholders listed on Exhibit A represent and warrant to Organik as follows:
(i) TGCI has not entered into any material transaction;
(ii) there has been no change in the condition (financial
or otherwise), business, property, prospects, assets
or liabilities of TGCI as shown on the TGCI Financial
Statement, other than changes that both individually
and in the aggregate do not have a consequence that
is materially adverse to such condition, business,
property, prospects, assets or liabilities;
(iii) there has been no damage to, destruction of or loss
of any of the properties or assets of TGCI (whether
or not covered by insurance) materially and adversely
affecting the condition (financial or otherwise),
business, property, prospects, assets or liabilities
of TGCI;
(iv) TGCI has not declared, or paid any dividend or made
any distribution on its capital stock, redeemed,
purchased or otherwise acquired any of its capital
stock, granted any options to purchase shares of its
stock, or issued any shares of its capital stock
except in conjunction with the private placement
described in Schedule 4.1(h);
(v) there has been no material change, except in the
ordinary course of business, in the contingent
obligations of TGCI by way of guaranty, endorsement,
indemnity, warranty or otherwise;
(vi) there have been no loans made by TGCI to its
employees, officers or directors;
(vii) there has been no waiver or compromise by TGCI of a
valuable right or of a material debt owed to it;
(viii) there has been no extraordinary increase in the
compensation of any of TGCI's employees;
(ix) there has been no agreement or commitment by TGCI to
do or perform any of the acts described in this
Section 4.1(h); and
(x) there has been no other event or condition of any
character which might reasonably be expected either
to result in a material and adverse change in the
condition (financial or otherwise), business,
property, prospects, assets or liabilities of TGCI or
to impair materially the ability of TGCI to conduct
the business now being conducted.
respects, all of the transactions therein described, and there have been no transactions involving TGCI which properly should have been set forth therein and which have not been accurately so set forth.
Section 5 Representations and Warranties by Organik
5.1 Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to
TGCI), Organik represents and warrants to TGCI and those Shareholders listed in Exhibit A as follows:
provided herein, will be duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of all liens, charges, claims, pledges, restrictions and encumbrances whatsoever of any kind or nature, except those restrictions imposed by State or Federal corporate and securities regulations.
(1) violate or 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, any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of Organik or any note, bond, mortgage, indenture, deed of trust, license, agreement or other instrument to which Organik is a party, or by which it or its properties or assets may be bound or affected; or
(2) violate any order, writ, injunction or decree, or any statute, rule, permit, or regulation applicable to Organik or any of its properties or assets.
federal, foreign, state or local taxes except in the ordinary and regular course of business. Such returns, reports and information statements are true and correct in all material respects insofar as they relate to the activities of Organik. On the date of this Agreement, Organik is not delinquent in the payment of any such tax or assessment, and no deficiencies for any amount of such tax have been proposed or assessed. Any tax sharing agreement among or between Organik and any affiliate thereof shall be terminated as of the Closing Date.
omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.
Section 6 Access and Information
Section 7 Covenants of TGCI and Certain Shareholders
Shareholder's control, covenant and agree with Organik that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless Organik shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, TGCI and those Shareholders listed on Exhibit A, to the extent within each Shareholder's control, will comply with each of the following:
(a) Its business shall be conducted only in the ordinary and usual course. TGCI shall use reasonable efforts to keep intact its business organization and good will, keep available the services of its respective officers and employees, and maintain good relations with suppliers, creditors, employees, customers, and others having business or financial relationships with it, and it shall immediately notify Organik of any event or occurrence which is material to, and not in the ordinary and usual course of business of, TGCI.
(b) It shall not (i) amend its Articles of Incorporation or Bylaws or (ii) split, combine, or reclassify any of its outstanding securities, or declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock or property.
(c) It shall not, except as described in the next sentence, (i) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing, except as set forth in this Agreement. TGCI has committed to issue 500,000 (post-split) shares of Organik common stock to Salzwedel Financial Communications, Inc., in conjunction with the rendering of investor relations services to TGCI.
(d) It shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice.
(e) It shall not (i) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director, or employee, or (ii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice, or with the written approval of Organik.
(f) It shall not sell lease, mortgage, encumber, or otherwise
dispose of or grant any interest in any of its assets or
properties except for: (i) sales, encumbrances, and other
dispositions or grants in the ordinary course of business and
consistent with past practice; (ii) liens for taxes not yet
due; (iii) liens or encumbrances that are not material in
amount or effect and do not impair the use of the property, or
(iv) as specifically provided for or permitted in this
Agreement.
(g) It shall not enter into any agreement, commitment, or
understanding, whether in writing or otherwise, with respect
to any of the matters referred to in subparagraphs (a) through
(f) above.
(h) It will continue properly and promptly to file when due all federal, state, local, foreign, and other tax returns, reports, and declarations required to be filed by it, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by it.
(i) It will comply with all laws and regulations applicable to it and its operations.
(j) TGCI agrees, immediately following the Closing of this Agreement, to use its best efforts to amend Organik's Certificate of Incorporation to change Organik's name to "Telemax Global Communications, Inc.," or to a name that is substantially similar.
Section 8 Covenants of Organik
(a) No change will be made in Organik's Certificate of Incorporation or Bylaws or in Organik's authorized or issued
shares of stock, except as contemplated in this Agreement or as may be first approved in writing by TGIC.
(b) No dividends shall be declared, no stock options granted and no employment agreements shall be entered into with officers or directors in Organik, except as may be first approved in writing by TGIC.
(c) Organik will use its best efforts to resolve any and all liabilities, obligations or commitments such that as of the Closing Date Organik shall have no liabilities, contingent or otherwise, then existing.
Section 9 Additional Covenants of the Parties
understood and agreed that such disclosure and information subsequently obtained as a result of such disclosures are proprietary and confidential in nature. Each party agrees to hold such information in confidence and not to reveal any such information to any person who is not a party to this Agreement, or an officer, director or key employee thereof, and not to use the information obtained for any purpose other than assisting in its due diligence inquiry in conjunction with the transactions contemplated by this Agreement. Upon request of any party, a confidentiality agreement, acceptable to the disclosing party, will be executed by any person selected to receive such proprietary information, prior to receipt of such information.
Section 10
Survival of Representations, Warranties and Covenants
10.1 The representations, warranties and covenants of TGIC and those
Shareholders listed in Exhibit A contained herein shall survive the
execution and delivery of this Agreement, the Closing and the
consummation of the transactions called for by this Agreement. The
representations, warranties and covenants of Organik contained herein
shall survive the execution and delivery of this Agreement, the Closing
and the consummation of the transactions called for by this Agreement.
Section 11
Conditions Precedent to Obligations of Parties
11.1 Conditions to Obligations of the Parties. The obligations of Organik,
----------------------------------------
TGCI and those Shareholders listed in Exhibit A under this Agreement
shall be subject to the fulfillment, on or prior to the Closing, of all
conditions elsewhere herein set forth, including, but not limited to,
receipt by the appropriate party of all deliveries required by Sections
4 and 5 herein, and fulfillment, prior to Closing, of each of the
following conditions:
(a) All representations and warranties made by TGCI Shareholders
listed in Exhibit A and Organik in this Agreement shall be
true and correct in all material respects on and as of the
Closing Date with the same effect as if such representations
and warranties had been made on and as of the Closing Date.
(b) TGCI Shareholders listed in Exhibit A and Organik shall have
performed or complied with all covenants, agreements and
conditions contained in this Agreement on their part required
to be performed or complied with at or prior to the Closing.
(c) All material authorizations, consents or approvals of any and
all governmental regulatory authorities necessary in
connection with the consummation of the transactions
contemplated by this Agreement shall have been obtained and be
in full force and effect.
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(d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.
(e) Each party shall have received favorable opinions from the other party's counsel on such matters in connection with the transactions contemplated by this Agreement as are reasonable.
(f) Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made and no indebtedness has been incurred since the date of this Agreement, except in the ordinary course of business or with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties.
(g) Each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement.
(h) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all kinds in accordance with Section 6 hereof, and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation.
(i) Organik shall have obtained all necessary Blue Sky and Canadian approvals or exemptions for the issuance of the Exchange Stock required prior to the Closing Date.
(j) Organik and TGCI shall agree to indemnify each other party against any liability to any broker or finder to which that party may become obligated.
(k) The Exchange shall be approved by the Boards of Directors of both TGCI and Organik.
(l) Organik and TGCI and their respective legal counsel shall have received copies of all such certificates, opinions and other documents and instruments as each party or its legal counsel
may reasonably request pursuant to this Agreement or otherwise
in connection with the consummation of the transactions
contemplated hereby, and all such certificates, opinions and
other documents and instruments received by each party shall
be reasonably satisfactory, in form and substance, to each
party and its legal counsel.
(m) Both TGCI and Organik shall have the right to waive any or all
of the conditions precedent to its obligations hereunder not
otherwise legally required; provided, however, that no waiver
by a party of any condition precedent to its obligations
hereunder shall constitute a waiver by such party of any other
condition.
(n) Both TGCI and Organik shall have made best efforts to
structure the Exchange to qualify as a tax-free reorganization
under Section 368(a)(1)(B) of the Code.
11.2 Conditions to Obligations of Organik. The obligations of Organik to
--------------------------------------
consummate the transactions contemplated herein are subject to
satisfaction (or waiver by it) of the following conditions:
(a) Each TGCI Shareholder acquiring Exchange Stock will be
required, at Closing, to submit an agreement confirming that
all the Exchange Stock received will be acquired for
investment and not with a view to, or for sale in connection
with, any distribution thereof, and agreeing not to transfer
any of the Exchange Stock for a period of two years from the
date of the Closing, except for those transfers falling within
an exemption from registration under the Securities Act of
1933 and any applicable state securities laws, which transfers
do not constitute a public distribution of securities, and in
which the transferees execute an investment letter in form and
substance satisfactory to counsel for Organik. The foregoing
provision shall not prohibit the registration of those shares
at any time following the Closing. Each TGCI Shareholder
acquiring Exchange Stock will be required to transfer to
Organik at the Closing his/her respective TGCI Shares, free
and clear of all liens, mortgages, pledges, encumbrances or
changes, whether disclosed or undisclosed.
(b) All schedules prepared by TGCI shall be current or updated as
necessary as of the Closing Date.
(c) TGCI shall have provided, as of a date within thirty (30) days
of Closing, an update on any material change in the
aforementioned financial statements.
(d) If Shareholders, who in the aggregate own five percent (5%) or
more of the TGCI Shares, dissent from the proposed share
exchange, or are unable or for any reason refuse to transfer
any or all of their TGCI Shares to Organik in accordance with
Section 1 of this Agreement, Organik, at its option, may
terminate this Agreement.
22
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11.3 Conditions to Obligation of TGCI and the TGCI Shareholders. The
-----------------------------------------------------------------
obligations of TGCI and the TGCI Shareholders listed in Exhibit A to
consummate the transactions contemplated herein are subject to
satisfaction (or waiver by them) of the following conditions:
(a) Organik shall have provided to TGCI through September 30,
2001, all unaudited financial statements prepared in
accordance with generally accepted accounting principles by
independent accountants of Organik and such financial
statements shall show no outstanding liabilities.
(b) The Exchange shall be approved by the shareholders of Organik,
if deemed necessary or appropriate by counsel for the same,
within thirty (30) days following execution of this Agreement.
If such a meeting is deemed necessary, the management of
Organik agree to recommend approval to their respective
Shareholders and to solicit proxies in support of the same.
Any disclosure material to be provided to the Organik
Shareholders shall be prepared and filed with the SEC as
required by the SEC Proxy Rules and Regulations.
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(c) Organik shall have completed, prior to the Closing, a twenty-for-one (20:1) reverse stock split of all outstanding Organik common stock.
(d) Subject to the Closing, shareholders of Organik shall have approved a name change to "Telemax Global Communications, Inc.," or to a name that is substantially similar.
Section 12
Termination, Amendment, Waiver
12.1 This Agreement may be terminated at any time prior to the Closing, and
the contemplated transactions abandoned, without liability to either
party, except with respect to the obligations of Organik, TGCI and
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those Shareholders listed in Exhibit A, under Section 9.4 hereof:
(a) By mutual agreement of Organik and TGCI;
(b) If the Closing (as defined in Section 3) shall not have taken place on or prior to December 15, 2001, this Agreement can be terminated upon written notice given by Organik or TGCI which is not in material default;
(c) By Organik, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik in the representations and warranties set forth in the Agreement;
(e) By Organik if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik if the business or assets or financial condition of TGCI, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of Organik, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik if holders of five percent (5%) or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI if, in the opinion of Organik's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI if Organik fails to perform material conditions set forth in Subsections 11.1 and 11.3 herein;
(k) By TGCI if examination of Organik's books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik if TGCI fails to perform material conditions set forth in Subsections 11.1 and 11.2 herein; and
(m) By Organik if examination of TGCI's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall
be effective unless specifically made in writing and duly signed by the
party to be bound thereby.
12.3 Neither this Agreement nor any provision herein may be waived except by
an instrument in writing signed by all parties hereto. No action taken
by any party after the date hereof, including without limitation any
investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance by
any other party with any representations, warranties, covenants or
agreements contained in this Agreement.
Section 13
Miscellaneous
13.1 Entire Agreement. This Agreement (including the Exhibits and Schedules
----------------
hereto) contains the entire agreement between the parties with respect
to the transactions contemplated hereby, and supersedes all
negotiations, representations, warranties, commitments, offers,
contracts, and writings prior to the date hereof.
13.2 Binding Agreement.
-----------------
(a) This Agreement shall become binding upon the parties when, but
only when, it shall have been signed on behalf of all parties.
(b) Subject to the condition stated in subsection (a), above, this
Agreement shall be binding upon, and inure to the benefit of,
the respective parties and their legal representatives,
successors and assigns. This Agreement, in all of its
particulars, shall be enforceable by the means set forth in
subsection 13.9 for the recovery of damages or by way of
specific performance and the terms and conditions of this
Agreement shall remain in full force and effect subsequent to
Closing and shall not be deemed to be merged into any
documents conveyed and delivered at the time of Closing. In
the event that subsection 13.9 is found to be unenforceable as
to any party for any reason or is not invoked by any party,
and any person is required to initiate any action at law or in
equity for the enforcement of this Agreement, the prevailing
party in such litigation shall be entitled to recover from the
party determined to be in default, all of its reasonable costs
incurred in said litigation, including attorneys' fees.
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13.4 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which may be deemed an original, but all of which
together, shall constitute one and the same instrument.
13.5 Severability. If any provisions hereof shall be held invalid or
------------
unenforceable by any court of competent jurisdiction or as a result of
future legislative action, such holding or action shall be strictly
construed and shall not affect the validity or effect or any other
provision hereof.
13.6 Assignability. This Agreement shall be binding upon and inure to the
-------------
benefit of the successors and assigns of the parties hereto; provided,
that neither this Agreement nor any right hereunder shall be assignable
by TGCI or Organik without prior written consent of the other party.
13.7 Captions. The captions of the various Sections of this Agreement have
--------
been inserted only for convenience of reference and shall not be deemed
to modify, explain, enlarge or restrict any of the provisions of this
Agreement.
13.8 Governing Law. The validity, interpretation and effect of this
--------------
Agreement shall be governed exclusively by the laws of the State of
California.
13.9 Arbitration. Any dispute regarding the validity or terms of this
-----------
Agreement, and any other disputes between these parties shall be
resolved by a judicial arbitrator selected in accordance with the
procedures of the American Arbitration Association in Los Angeles
County, California, as the exclusive remedy for any such dispute.
13.10 Attorneys' Fees. If any party hereto commences proceedings to enforce
---------------
the terms of this Agreement, then the party that prevails in such
proceedings shall be entitled to recover its reasonable costs,
including actual attorneys' fees, from the other.
13.11 Notices. All notices, requests, demands and other communications under
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this Agreement shall be in writing and delivered in person or sent by
certified mail, postage prepaid and properly addressed as follows:
To TGCI:
Evan Karras, President
736 Dundas Street East
Toronto, Ontario
Canada M5A 2C3
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With a Copy to:
Weintraub Genshlea Chediak Sproul
400 Capitol Mall, Eleventh Floor
Sacramento, CA 95814
Attention: Roger Linn, Esq.
To Organik:
A.J. Salomon, President
35 Austin Lane
Alamo, CA 94507
With a Copy to:
William B. Barnett, Esq.
15233 Ventura Boulevard
Suite 410
Sherman Oaks, CA 91403
Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the respective party hereto.
All notices and other communications required or permitted under this Agreement which are addressed as provided in this Section 13.10 if delivered personally, shall be effective upon delivery; and, if delivered by mail, shall be effective three days following deposit in the United States mail, postage prepaid.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
ORGANIK TECHNOLOGIES, INC.
By: s/s A.J. Salomon
------------------------
A.J. Salomon, President
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TELEMAX GLOBAL COMMUNICATIONS, INC.
By: s/s Evan Karras
------------------------
Evan Karras, President
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PRINCIPAL SHAREHOLDERS OF
TELEMAX GLOBAL COMMUNICATIONS, INC.
S/S ALI VAKILI --------------------------- ALI VAKILI S/S MANUCHER MISSAGHIE --------------------------- MANUCHER MISSAGHIE S/S EVAN KARRAS --------------------------- PARSECOM INC. - PER: E. KARRAS, PRESIDENT |
1483354 ONTARIO INC. - PER: J. SMITH-PRESIDENT
Exhibit List
Exhibit A: Ten Percent Shareholders of Telemax Global
Communications, Inc.
Exhibit B: Consent of Board of Directors of Telemax Global
Communications, Inc.
Exhibit C: Consent of Board of Directors of Organik Technologies, Inc.
Schedule List
Schedule 4.1(b): Telemax Global Communications, Inc., Common Stock, Options
and Warrants Outstanding
Schedule 4.1(f): Litigation Involving Telemax Global Communications, Inc.
Schedule 4.1(h): Absence of Certain Changes - Telemax Global Communications,
Inc.
Schedule 4.1(i): Telemax Global Communications, Inc. Employee Benefit Plans
Schedule 4.1(j): Asset Ownership Exceptions
Schedule 4.1(l): Operating Permits/Licenses
Schedule 5.1(b): Organik Technologies, Inc., Common Stock, Options and
Warrants Outstanding
Schedule 5.1(l): Organik Technologies, Inc., Tax Matters
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EXHIBIT A
Ten Percent Shareholders of Telemax Global Communications, Inc.
Shareholder Number Percentage
of Shares
---------------------- --------- ----------
Ali Vakili 290,325 29.03%
Manucher Missaghie 213,300 21.33%
Parsecom, Inc. 285,000 28.50%
1483354 Ontario, Inc. 122,500 12.25%
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EXHIBIT B
Consent of Directors of Telemax Global Communications, Inc.
A special meeting of the Directors of Telemax Global Communications, Inc. (the "Corporation"), an Ontario, Canada, corporation, was held by consent and without an actual meeting. The undersigned, being all of the Directors, do hereby waive notice of the time, place and purpose of this meeting of the Directors of the Corporation and, in lieu thereof, hereby agree and consent to the adoption of the following corporate actions.
WHEREAS, the Corporation entered into a letter of intent as of August 3, 2001, with Organik, Inc. ("Organik"), whereby the Corporation's shareholders would exchange all of the issued and outstanding capital stock of the Corporation for nine million (9,000,000) shares of Organik common stock, which will represent approximately ninety-one percent (91%) of the then-outstanding shares of Organik; and
WHEREAS, the Corporation's legal counsel has reviewed a formal agreement consistent with the terms of the negotiations, which "Plan and Agreement of Reorganization" is attached hereto; and
WHEREAS, it is in the Corporation's best interests to approve the terms and execution of the Plan and Agreement of Reorganization on behalf of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the terms and conditions of the exchange as set forth in the Plan and Agreement of Reorganization be, and the same hereby are, ratified and confirmed, and the President and Secretary of the Corporation are authorized to execute the same on behalf of the Corporation.
General Authorization
BE IT RESOLVED that the President and Secretary of the Corporation be, and they hereby are, authorized, directed and empowered to prepare or cause to be prepared, execute and deliver all such documents and instruments and to undertake all such actions as they deem necessary or advisable in order to carry out and perform any or all of the matters contemplated by the Plan and Agreement of Reorganization and as authorized in the foregoing resolution.
IN WITNESS WHEREOF, each of the undersigned has executed this written consent, which shall be effective as of November 14, 2001.
s/s Ali Akali s/s Manucher Missaghie ------------------------------------ ------------------------------------ Ali Akali Manucher Missaghie s/s Evan Karras ------------------------------------ ------------------------------------ Parsecom, Inc. Per: Evan Karras 1483354 Ontario Inc. Per: John Smith |
EXHIBIT C
Consent of Directors of Organik Technologies, Inc.
A special meeting of the Directors of Organik Technologies, Inc., (the "Corporation"), a Washington corporation, was held by consent and without an actual meeting. The undersigned, being all of the Directors, do hereby waive notice of the time, place and purpose of this meeting of the Directors of the Corporation and, in lieu thereof, hereby agree and consent to the adoption of the following corporate actions.
WHEREAS, the Corporation entered into a letter of intent as of August 3, 2001, with Telemax Global Communications, Inc. ("TGCI") whereby the Corporation intends to purchase all the issued and outstanding capital stock of TGCI in exchange for nine million (9,000,000) shares of the Corporation's common stock; and
WHEREAS, the Corporation's legal counsel has prepared a formal agreement consistent with the terms of the letter of intent, which "Plan and Agreement of Reorganization" is attached hereto as Exhibit A; and
WHEREAS, it is in the Corporation's best interests to approve the terms and execution of the Plan and Agreement of Reorganization on behalf of the Corporation;
NOW, THEREFORE, BE IT RESOLVED that the terms and conditions of the exchange as set forth in the Plan and Agreement of Reorganization be, and the same hereby are, ratified and confirmed, and the President of the Corporation is authorized to execute the same on behalf of the Corporation.
General Authorization
BE IT RESOLVED that the President and Secretary of the Corporation be, and they hereby are, authorized, directed and empowered to prepare or cause to be prepared, execute and deliver all such documents and instruments and to undertake all such actions as they deem necessary or advisable in order to carry out and perform any or all of the matters contemplated by the Plan and Agreement of Reorganization and is authorized in the foregoing resolution.
IN WITNESS WHEREOF, each of the undersigned has executed this written consent, which shall be effective as of ______________________, 2001.
Schedule 4.1(b)
Telemax Global Communications, Inc., Common Stock, Options and Warrants Outstanding
None.
Schedule 4.1(f)
Litigation Involving Telemax Global Communications, Inc.
None.
Schedule 4.1(h)
Absence of Certain Changes - Telemax Global Communications, Inc.
Schedule 4.1(i)
Telemax Global Communications, Inc. Employee Benefit Plans
None.
Schedule 4.1(j)
Asset Ownership Exceptions
1. No exceptions to legal ownership or use of all corporate assets. No exceptions to equipment being in good working condition.
Schedule 4.1(l)
Operating Permits/Licenses
None.
Schedule 5.1(b)
Organik Technologies, Inc., Common stock, Options and Warrants Outstanding
None.
Schedule 5.1(i)
Organik Technologies, Inc., Absence of Certain Changes
Not Applicable.
Schedule 5.1(l)
Organik Technologies, Inc., Tax Matters
None.
AMENDMENT
TO
PLAN AND AGREEMENT OF REORGANIZATION
AMONG
TELEMAX GLOBAL COMMUNICATIONS, INC,
ORGANIK TECHNOLOGIES, INC.
AND
CERTAIN SHAREHOLDERS OF TELEMAX GLOBAL COMMUNICATIONS, INC.
Organik Technologies, Inc., a Washington corporation ("Organik"), Telemax Global Communications, Inc., an Ontario, Canada corporation ("TGCI") and certain shareholders of Telemax (the "Shareholders") entered into a Plan and Agreement of Reorganization on November 16, 2001, (the "Agreement"). The parties now wish to amend certain parts of the Agreement by this Amendment. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Effective February 16, 2002 (the "Effective Date") the parties agree as follows:
1. Section 2.1 is hereby amended to provide for the issuance of 9,230,000 shares of Organik common stock as the consideration for the acquisition of all the TGCI stock outstanding. The increase of 230,000 shares is in recognition of additional shares issued prior to closing, additional transaction costs paid by Telemax and the assumption of certain accounts payable.
2. Section 11.3(a) is hereby amended to provide that Organik shall not have more than $ 66,000 of liabilities existing as of the Closing Date and none of such liabilities shall have been incurred within the last four years.
3. Section 5.1(b) is hereby amended to reflect that not more than 20,000,000 shares of Organik stock shall be outstanding prior to the 1-for-20 reverse stock split and that no preferred shares shall be outstanding as of the Closing Date.
Except as expressly amended hereby, the terms and provisions of the Agreement shall be unchanged and shall remain in full force and effect.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.
This Amendment shall be governed by and construed under the laws of the State of California, without regard to conflict of law principles.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.
TELEMAX GLOBAL ORGANIK
COMMUNICATIONS, INC. TECHNOLOGIES, INC.
By: /s/ Evan Karras By: s/s A.J. Salomon
--------------------------------- ------------------------
Evan Karras, President A.J.Salomon, President
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PRINCIPAL SHAREHOLDERS OF
TELEMAX GLOBAL COMMUNICATIONS, INC.
s/s Ali Vakili ------------------------------------------------- Ali Vakili s/s Manucher Missaghie ------------------------------------------------- Manucher Missaghie s/s Evan Karras ------------------------------------------------- Evan Karras |