SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2001 (December 6, 2001)
- ------------------------------------------------------------------------------------------------------------------------------------------------
WESTBURY METALS GROUP, INC.
- ------------------------------------------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York
- -----------------------------------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
033-42408 11-3023099
- ------------------------------------------------------------------------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification Number)
750 Shames Drive, Westbury, New York 11590
- ------------------------------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices)
(516) 997-8333
- ------------------------------------------------------------------------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- ------------------------------------------------------------------------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
- -------
On December 6, 2001, pursuant to that certain Asset Purchase Agreement dated as of October 31, 2001 (the
"Asset Purchase Agreement"), Westbury Alloys, Inc. ("Westbury"), a wholly owned subsidiary of Westbury Metals
Group, Inc. (the "Company"), sold substantially all of the assets of its WestCats Division (excluding cash and
accounts receivable) to Viking Platinum LLC (the "Buyer") for a total purchase price of $1,154,026.00 (the
"Purchase Price"). Westbury received $673,558.00 of the Purchase Price which it used to pay down its line of
credit with Sovereign Bank of New England. The remaining $480,468.00 of the Purchase Price was deposited into an
escrow account to pay the accounts payable of Westbury's WestCats Division. In connection with the transaction,
the Company assigned all its rights and obligations under the lease for its Westbury, Connecticut facility to the
Buyer.
Westbury owns a 25% interest in the Buyer. The Buyer's operating agreement provides for the election of
a Board of Governors, consisting of not less than five and no more than seven governors, to oversee and operate
the business of the Buyer. So long as Westbury maintains at least a 25% ownership interest in the Buyer it has
the right to appoint two governors to the Board of Governors. All questions and issues presented to the Board of
Governors will be decided by a majority vote of the governors. Pursuant to the terms of the Buyer's operating
agreement, each year Westbury will receive from the Buyer an amount necessary to pay its income tax liability
resulting from the income and gains of the Buyer and, to the extent funds are available, an amount equal to its
share of the Buyer's profits up to a maximum of $250,000.00.
The Buyer and the Company entered into a Management and Operation Agreement dated as of October 31, 2001
(the "Management Agreement") whereby the Company will assist in the management and operation of the Buyer's
platinum group recovery business. The Management Agreement commenced on December 6, 2001 and remains in effect
for two years, and thereafter upon the mutual agreement of the Buyer and the Company. Pursuant to the terms of
the Management Agreement, the Company will receive $20,000.00 for the first three months of the Management
Agreement and $18,000.00 for each of the remaining twenty-one (21) months.
A copy of the Asset Purchase Agreement is attached hereto as an Exhibit.
Item 7. Financial Statements and Exhibits.
- -------
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
To be provided in an Amendment to this Form 8-K.
(c) Exhibits.
2.1 Asset Purchase Agreement by and among Westbury Alloys, Inc., Westbury Metals Group,
Inc. and Viking Platinum LLC, dated as of October 31, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WESTBURY METALS GROUP, INC.
By: /s/ Michael Huber
--------------------------
Michael Huber
Chief Operating Officer
Date: December 14, 2001
#462574v1
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
THIS Asset Purchase Agreement is by and among Westbury Alloys, Inc., a Delaware corporation ("Seller"),
Westbury Metals Group, Inc., a New York corporation ("Westbury Metals") and Viking Platinum LLC, a Delaware
limited liability Company ("Buyer").
Recitals
On this date Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, certain
assets of Seller's WestCats division (the "Business") and Westbury Metals has agreed to assign to Buyer and Buyer
has agreed to assume from Westbury Metals a real estate lease with respect to premises used in the Business.
Seller, Westbury Metals and Buyer desire to enter into certain agreements with respect to such sale of assets and
assignment of lease.
Agreements
----------
IT IS MUTUALLY agreed by and between the parties hereto as follows:
1. Purchase and Sale of Assets.
---------------------------
1.1 Sale of Assets. At the closing, which shall be December 5, 2001 or such other date as Buyer
--------------
and Seller shall mutually agree upon (the "Closing"), Seller and Westbury Metals shall sell, convey, assign,
transfer and deliver to Buyer, and Buyer shall acquire, purchase and accept from Seller and Westbury Metals all
of the right, title and interest of Seller and Westbury Metals in and to the following assets of Seller and
Westbury Metals used or held for use in connection with the Business as the same shall exist on the date hereof
(except as otherwise specified in Paragraph 1.3) (the "Assets"):
-------------
(a) all of Seller's and/or Westbury Metal's rights under the contracts and other
agreements (the "Contracts") and the personal property leases (the "Leases") relating to the Business, as listed
on Schedule 1.1(a) (in each case to the extent that they continue in effect after the Closing);
---------------
(b) all equipment and computer hardware listed on Schedule 1.1(b), and all improvements
----------------
and leasehold improvements which are owned by Seller, related to the Business and are located on or about the
premises located at 46 Municipal Road, Waterbury, Connecticut (the "Premises");
(c) all inventory and supplies owned by Seller and used or held for use in the Business,
as listed on Schedule 1.1(c) ("Inventory");
---------------
(d) all furniture and fixtures owned by Seller and used or held for use in the Business,
as listed on Schedule 1.1(d);
---------------
(e) all know-how, trade secrets, recipes and formulas used in the Business;
(f) all prepayments made to Seller in connection with services to be performed or goods to
be supplied by the Business after the date hereof;
(g) all operating data and records used in connection with the Business, including without
limitation the following: books; records; sales reports; invoices, business development and marketing plans and
copies of sales and use tax certificates relating to the Business; order files and credit histories; supplier
information; purchasing records; employee manuals; and invoices;
(h) all transferable licenses, permits, certificates, approvals and authorizations
relating to the Business;
(i) the right to use the telephone number or numbers used by the Business; and
(j) all rights relating to or arising out of the Business under express or implied
warranties from the suppliers of the Business and with respect to the other Assets being transferred to Buyer.
1.2 Excluded Assets. The Assets do not include any assets other than as set forth in Paragraph
---------------- ----------
1.1, including but not limited to interests of Seller in any real property that it leases or occupies (other than
- ---
the Premises), cash and cash equivalents (including but not limited to deposits with third parties), accounts
receivable, deposits and advances on Inventory as described in Section 1.9, insurance policies and proceeds, and
Seller's corporate books and records ("Excluded Assets").
1.3 Real Estate Lease. At the Closing, Westbury Metals shall assign to Buyer, and Buyer shall
------------------
accept from Westbury Metals all of the right, title and interest (including any option rights and any rights to
the return of deposits thereunder) of Westbury Metals in and to that certain lease agreement dated January 4,
2001 by and between Heraeus Metal Processing, Inc., as landlord, and Westbury Metals, as tenant, with respect to
the Premises (the "Real Estate Lease"); provided, however, that such assumption is subject to the consent of
Haraeus Metal Processing, Inc.
1.4 Purchase Price. (a) The purchase price for the Assets and the Real Estate Lease is the total
---------------
of (i) US $770,983, plus (ii) 78.2% of the market value of Inventory as shown on Seller's balance sheet as of the
Closing Date, determined in accordance with GAAP as applied by Seller consistent with past practice (the
"Purchase Price"), paid by Buyer to Seller at the Closing. The Purchase Price shall be paid by wire transfer of
immediately available funds as follows: (x) the amount equal to the Escrow Amount determined in accordance with
Paragraph 1.4(b) hereof to the Escrow Agent as provided in Paragraph 1.4(b) and (y) the balance thereof to an
- ----------------- -----------------
account designated by the Seller. The Purchase Price shall be allocated in accordance with Schedule 1.4(a)
----------------
hereto.
(b) At the Closing, Buyer shall deposit funds equal to the aggregate amount of Seller's
accounts payable assumed by Buyer as of the Closing Date as shown on the schedule (the "Assumed Payables
Schedule") delivered to Buyer by Seller on the Closing Date (the "Escrow Amount"), into an escrow account
established pursuant to an Escrow Agreement of even date herewith, among Buyer, Seller and Hinckley, Allen &
Snyder LLP, counsel to Seller and Westbury Metals (the "Escrow Agent"). The Assumed Payables Schedule, a copy of
which shall be delivered to the Escrow Agent, shall include a list of Seller's accounts payable assumed by Buyer
and the name and address of each vendor on such list. The Escrow Agent shall use the Escrow Amount to pay such
accounts payable in accordance with the terms of the Escrow Agreement.
(c) In addition to the payment of the Purchase Price, at the Closing, Buyer shall reimburse
Seller for the salary and benefits cost paid by Seller since October 1, 2001 to, and on behalf of, the employees
of Seller set forth on Schedule 1.4(c) hereto (the "Employee Reimbursement"). Seller shall certify to Buyer the
----------------
amount of the Employee Reimbursement, which amount shall be paid by wire transfer of immediately available funds
to an account designated by Seller.
1.5 Employees. Buyer shall have the right but not the obligation to hire some or all of the
---------
employees of Seller used in the Business after the date hereof, and Seller shall be responsible for termination
of all of such employees. Seller shall be responsible for any and all costs, obligations, liabilities, notices,
benefits, expense reimbursements, workers compensation, social security, health insurance and any other payments
to such employees or to any state or federal governmental agency, including without limitation severance, accrued
vacation or other benefits, or those arising under any unemployment or other applicable laws arising prior to the
Closing Date. Seller shall indemnify and hold harmless Buyer from and against all claims, demands, costs,
expenses (including reasonable attorneys' fees) as incurred, liabilities and losses which may result from the
failure of Seller to comply with such responsibilities in connection with its employees.
1.6 Taxes. Buyer shall be responsible for all sales, use, transfer, excise and other taxes with
-----
respect to the sale or transfer of the Assets, provided, however, that Buyer shall not be responsible for any
federal, state or local taxes applicable to Seller on account of its basis or gain in the Assets upon the sale
contemplated hereby.
1.7 Adjustments. The Purchase Price has been adjusted and set at Closing, taking into account real
-----------
estate taxes, personal property taxes, rents, water, fuel, sewer, utilities, prepayments and the like based on
the number of days elapsed in the calendar/fiscal year through the date hereof, as is customary for the bar in
Waterbury, Connecticut.
1.8 Limitation. Buyer is familiar with the Assets and the Business, has had access to pertinent
----------
financial and other information and an opportunity to ask questions of Seller, and to review the financial
affairs and operations of the Business. Except as set forth in Paragraph 3.2 hereof, neither Seller nor its
--------------
shareholders, directors or officers make any representations, warranties or covenants with respect to the Assets,
their condition, the Business or the financial affairs, operations or prospects of the Business, and shall not be
liable to Buyer for any claims of Buyer or others with respect thereto.
1.9 Collections of Accounts Receivable; Settlement of Deposits and Advances. All accounts receivable of the
-------------------------------------------------------------------------
Business generated prior to the Closing, and all deposits and advances on Inventory purchases as shown on a
Schedule delivered to Buyer at the Closing (the "Advances"), shall remain the sole and exclusive property of
Seller (or Seller's factor, as the case may be). Accordingly, Buyer shall have no authority to grant any
markdowns, discounts, allowances, adjustments or other accommodations with respect to pre-closing accounts
receivable or to compromise any such Advances. If any payments by customers in respect of pre-Closing accounts
receivable are inadvertently paid or credited to Buyer or its factor, Buyer shall, promptly after the receipt
thereof, make a payment in like amount to Seller. Similarly, Seller shall have no authority to grant any
markdowns, discounts, allowances, adjustments or other accommodations with respect to Buyer's post-Closing
accounts receivable. Further, upon delivery of inventory to Buyer for which there is an outstanding Advance,
Buyer shall immediately pay the corresponding Advance to Seller. The parties shall, in all instances, cooperate
in good faith to resolve disputes concerning their respective accounts receivable and Advances.
2. Assumed Liabilities.
-------------------
As of the date hereof, Buyer hereby assumes and agrees to pay, perform and discharge: (i) the
obligations and liabilities of Westbury Metals under the Real Estate Lease; (ii) the obligations and liabilities
of Seller and/or Westbury Metals under the Contracts and Leases; and (iii) the specific accounts payables of
Seller relating to the Assets and the Business listed on Schedule 2.2 (collectively, the "Assumed
-------------
Liabilities"). Buyer does not assume and shall not be responsible for any liabilities or obligations of Seller or
Westbury Metals, or any liabilities or obligations relating to the Business or the Assets, in any case from
whosoever or howsoever claimed, other than the Assumed Liabilities. Seller shall indemnify and hold harmless
Buyer from and against all claims, demands, costs, expenses (including reasonable attorneys' fees) as incurred,
liabilities and losses arising from liabilities relating to the Business or the Assets arising prior to the
Closing Date other than the Assumed Liabilities. Buyer shall indemnify and hold harmless Seller and Westbury
Metals from and against all claims, demands, costs, expenses (including reasonable attorneys' fees) as incurred,
liabilities and losses arising from or related to the Assumed Liabilities and to the liabilities relating to the
Business or the Assets arising on and after the Closing Date.
3. Representations and Warranties of Seller. Seller represents and warrants as of the date hereof that:
----------------------------------------
3.1 Corporate Status. Seller is a corporation duly organized, validly existing and in good
-----------------
standing under the laws of the State of Delaware. Westbury Metals is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York. Each of Seller and Westbury Metals has
full power and authority to own its properties and to carry on its business as now owned and carried on by it.
3.2 Title to Assets. Seller has good and marketable title to all Assets used by it in the conduct
---------------
of its Business. All such Assets are free and clear of restrictions on or conditions to transfer or assignment,
and free and clear of liens or encumbrances, except for (i) liens for taxes and assessments not yet due and
payable, and minor imperfections of title and encumbrances, the existence of which would not have a material
adverse effect on the Business or Assets ("Permitted Liens") and (ii) the lien of Sovereign Bank, as successor in
interest to Fleet National Bank, formerly known as BankBoston, N.A. ("Sovereign") pursuant to that certain
Security Agreement dated as of July 13, 1999 by and among Seller, Reliable West Tech, Inc., Westbury
International, Inc. and Sovereign. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE ASSETS ARE SOLD AS IS, WHERE IS,
EXCLUDING ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
3.3 Authority and Consents. Each of Seller and Westbury Metals has the right, power, legal
------------------------
capacity, and authority to enter into, and perform its respective obligations under, this Agreement. Except as
indicated on Schedule 1.1(a) hereto, Seller has obtained all authorizations, consents and permits of others
----------------
required to permit the consummation of the transactions contemplated by this Agreement, including specifically
all consents necessary to assign all the Contracts and Leases being assigned hereunder. In addition, the
execution, delivery and performance by it of all of its obligations hereunder does not and will not violate any
provision of any material contract, indenture or other agreement by which it is bound, or any order of any court
or governmental authority.
3.4 Broker's or Finder's Fees. No agent, broker, person or firm acting on behalf of Seller or
----------------------------
Westbury Metals is, or will be, entitled to any commission or broker's or finder's fees from any of the parties
hereto, or from any person controlling, controlled by or under common control with any of the parties hereto, in
connection with any of the transactions contemplated herein.
3.5 Enforceability. This Agreement, and the other documents to which Seller or Westbury Metals is
--------------
a party when delivered hereunder will constitute the legal, valid and binding obligations of Seller or Westbury
Metals (as the case may be), enforceable against Seller or Westbury Metals (as the case may be) in accordance
with their respective terms.
3.6 Cooperation and Disclosure. Seller and Westbury Metals have provided Buyer with complete
----------------------------
access to the books, records, Business and Assets of the Seller and have not made an untrue statement of a
material fact nor omitted to state any material fact necessary to make such materials not misleading in the
circumstances in which such access was provided. To Seller's and Westbury Metals' knowledge, there are no
liabilities related to the Business or the Assets other than the Assumed Liabilities.
4. Representations and Warranties of Buyer. Buyer represents and warrants as of the date hereof that:
---------------------------------------
4.1 Corporate Status. Buyer is a limited liability company, duly organized, validly existing and
----------------
in good standing under the laws of the State of Delaware, with full power and authority to own its properties and
carry on its business as now owned and carried on by it.
4.2 Authority and Consents. Buyer has the right, power, legal capacity, and authority to enter
------------------------
into, and perform the obligations under, this Agreement, and no approvals or consents of any other persons with
respect thereto are necessary in connection with this Agreement.
4.3 Broker's or Finder's Fees. Except for the Warrior Division of Standard Americas, Inc., no
--------------------------
agent, broker, person or firm acting on behalf of Buyer is, or will be, entitled too any commission or broker's
or finder's fees from any of the parties hereto, or from any person controlling, controlled by or under common
control with any of the parties hereto, in connection with any of the transactions contemplated herein.
4.4 Enforceability. This Agreement and the other documents to which Buyer is a party when
--------------
delivered hereunder will constitute the legal, valid and binding obligations of Buyer and, enforceable against
Buyer in accordance with their respective terms.
5. CLOSING DELIVERIES
------------------
5.1 Seller's Deliveries. At the Closing, Seller shall deliver to Buyer the following, all
--------------------
documents to be in form and substance satisfactory to Buyer and Buyer's counsel:
(a) A Bill of Sale executed by Seller transferring title to the Assets free and clear of
all liens and encumbrances (other than Permitted Liens);
(b) An Assignment and Assumption Agreement with respect to the Contracts and Leases (the
"Assignment and Assumption Agreement") executed by Seller and Westbury Metals;
(c) An Assignment and Assumption Agreement and Release with respect to the Real Estate
Lease (the "Real Estate Assignment") executed by Westbury Metals, together with (i) a true and correct copy of
said Lease, and (ii) the consent to assignment of Haraeus Metals Processing, Inc;
(d) The Assumed Payables Schedule and Schedule of Advances;
(e) An Escrow Agreement covering the payment of the payables listed on the Assumed
Payables Schedule (the "Escrow Agreement") executed by Seller;
(f) A good standing certificate from the State of Delaware with respect to Seller;
(g) A copy of Articles of Incorporation of Seller certified by the State of Delaware;
(h) A Certificate of Secretary of Seller regarding bylaws, votes and incumbency; and
(i) A good standing certificate from the State of New York with respect to Westbury Metals;
(j) A copy of Articles of Incorporation of Westbury Metals certified by the State of New
York; and
(k) A Certificate of Secretary of Westbury Metals regarding bylaws, votes and incumbency.
5.2 Buyer's Deliveries. At the Closing, Buyer shall deliver to Seller the following, all documents
------------------
to be in form and substance satisfactory to Seller and Seller's counsel:
(a) The Purchase Price;
(b) The Employee Reimbursement;
(c) The Assignment and Assumption Agreement executed by Buyer;
(d) The Real Estate Assignment executed by Buyer;
(e) The Escrow Agreement executed by Buyer;
(f) A good standing certificate from the State of Delaware with respect to Buyer;
(g) A copy of Articles of Organization of Buyer certified by the State of Delaware;
(h) A certificate of qualification of Buyer to do business in the State of Connecticut; and
(i) A Certificate of Secretary of Buyer regarding operating agreement, votes and
incumbency.
6. Miscellaneous.
-------------
6.1 Governing Law. The validity, interpretation, construction and performance of this Agreement
--------------
shall be governed by and be in accordance with the laws of the State of Connecticut, without reference to its
laws governing conflicts of law. Each party irrevocably agrees that any legal action or proceedings against it
with respect to this Agreement may be brought in the courts of the State of Connecticut, or in any United States
District Court of Connecticut, and, by its execution and delivery of this Agreement, each party hereby
irrevocably submits to each such jurisdiction and hereby irrevocably waives any and all objections which it may
have as to venue in any of the above courts. Each party further consents and agrees that any process or notice
of motion or other application to either of said Courts or any judge thereof, or any notice in connection with
any proceedings hereunder, may be served inside or outside the State of Connecticut or the District of
Connecticut by registered or certified mail, return receipt requested, postage prepaid, and be effective as of
the receipt thereof, or in such other manner as may be permissible under the rules of said Courts. Each party
hereby waives trial by jury in any action or proceeding in connection with this Agreement.
6.2 Integration. This Agreement, including the Schedules attached hereto, constitutes the entire
-----------
agreement between the parties with respect to the subject matter hereof, and any and all agreements, oral or
written, in relation thereto are hereby expressly superseded and canceled. Any amendment hereto shall be
evidenced by a writing signed by a duly authorized representative of the party affected.
6.3 Severability. If any term or provision of this Agreement, or the application thereof to any
------------
person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this
Agreement, or the application of such terms to the persons or under circumstances other than those as to which it
is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of
this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or
unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation
as to achieve the economic intent of this Agreement.
6.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
------------------------
heirs, legal representatives, successors and assigns of each party hereto. This Agreement shall not be assigned
by any party without the prior written consent of the other party.
6.5 Waiver. The failure of any party to insist in any one instance or more upon strict performance
------
of any of the terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be
construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full
force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this
Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or
waiver of any other violation of, breach of, or default under any other provision of this Agreement.
6.6 Post-Closing Cooperation. From and after the date hereof, the parties shall cooperate with
-------------------------
each other to effectuate the transactions contemplated by this Agreement and from time to time will execute and
deliver such additional documents and take such additional actions as may be necessary to carry out the
transactions contemplated by this Agreement.
6.7 Third Party Beneficiaries. Each party hereto intends that this Agreement shall not benefit or
--------------------------
create any right or cause of action in or on behalf of any person other than the parties hereto.
6.8 Headings. The Paragraph headings in this Agreement are inserted for convenience and shall not
--------
control or affect the meaning or construction of any provision of this Agreement.
6.9 Survival. All representations, warranties, covenants and agreements of the parties contained
--------
in this Agreement, or in any instrument, certificate, or opinion provided for in it, will survive the Closing for
a period of twelve (12) months.
6.10 Notices. All notices, requests, demands and other communications required or permitted to be
-------
given or made under this Agreement will be in writing and shall be effective upon receipt, if delivered
personally, or three business days after deposit in the United States mail, postage prepaid, registered or
certified, return receipt requested, confirmed facsimile, or one business day after deposit with a nationally
recognized overnight courier service and addressed, in the case of Seller and Westbury Metals, to:
Westbury Metals Group, Inc.
300 Centerville Road, Suite 340
West Warwick, Rhode Island 02886
Attention: Michael J. Huber
Facsimile: (401) 384-6039
Confirmation: (401) 384-6040
with a copy to:
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, Rhode Island 02903
Attention: Margaret D. Farrell, Esq.
Facsimile: (401) 277-9600
Confirmation: (401) 274-2000
In the case of Buyer, to:
Viking Platinum, LLC
46 Municipal Road
Waterbury, Connecticut 06708
Attention: President
Facsimile: (203) 705-8662
Confirmation: (203) 574-7979
with a copy to:
Viking Investments & Asset Management Limited
Block D
Peter Place Office Park
54 Peter Place
Bryanston, South Africa
Attention: David Mostert
Facsimile: 01127117069108
Confirmation: 01127115482400
and
Justin M. Sullivan, Esq.
75 Burr Road
Bloomfield, Connecticut 06002
Facsimile: (860) 206-4053
Confirmation: (860) 243-5115
6.11 Several Counterparts. This Agreement may be executed in one or more counterparts and by
---------------------
different parties on different counterparts, all of which shall constitute a single agreement. In enforcing this
Agreement, it shall be necessary to produce and account for only one counterpart hereof executed by the party
against which enforcement is sought.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 31st day of October, 2001.
Attest: WESTBURY ALLOYS, INC.
By
- ----------------------------------------------------- ---------------------------------------------------
Title:
Attest: WESTBURY METALS GROUP, INC.
By
- ----------------------------------------------------- ---------------------------------------------------
Title:
Attest: VIKING PLATINUM LLC
By
- ----------------------------------------------------- ---------------------------------------------------
Title:
