SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to sec.240.14a-11(c) or sec.240.14a-12
AGRISTAR, INC.
------------------------------------------------
(name of registrant as specified in its charter)
XXXXXXXXXX
(name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
(1) Title of each class of securities to which transaction
applies:.....
(2) Aggregate number of securities to which transaction
applies:.....
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):.....
(4) Proposed maximum aggregate value of transaction:.....
(5) Total fee paid:.....
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identifying the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:.....
(2) Form, Schedule or Registration Statement No.:.....
(3) Filing Party:.....
(4) Date filed:.....
ACQUISITION BY AGRISTAR,INC.
OF SELECT-SHOPPER.COM,INC.
PURSUANT TO A PLAN
AND AGREEMENT OF MERGER
PREFACE: THIS CONSTITUTES AN UNDERTAKING GOVERNED BY TITLE 8, : 252 AND 259
OF THE GENERAL CORPORATION LAW FOR THE STATE OF DELAWARE, WHEREIN THE
SEPARATE EXISTENCE OF A CONSTITUENT CORPORATION, SELECT-SHOPPER.COM,INC.,
SHALL CEASE, WHEN THE CONSTITUENT CORPORATION SHALL BE MERGED INTO THE
SURVIVING CORPORATION, Agristar, INC., PURSUANT TO A PLAN AND AGREEMENT OF
MERGER.
THIS ACQUISITION and MERGER AGREEMENT, executed on the date or
dates set forth below, by and between:
AGRISTAR, INC., a Delaware corporation acting through its
authorized representative Terry A. Branson referred to as AGRISTAR INC;
- and-
SELECT-SHOPPER.COM, INC., a Virginia corporation presently doing
business at 711 Liberty Street, Chesapeake, VA, 23324, acting through its
authorized representative Shelia R. Rodgers and hereafter referred to as
Purchaser;
Declare as their mutual intent and purpose as follows:
RECITALS:
WHEREAS, the registered office of Agristar Inc. is located in
Delaware where the company is incorporated, and
WHEREAS, the registered office of Select-Shopper is 201 E.Plume
St, Norfolk, VA, 23510 and the registered agent therein is H. Joul
Weintraub, upon whom process against Select-Shopper.com. Inc. may be served
within the State of Virginia; and
WHEREAS, Agristar Inc. is a Delaware corporation in good standing
and was heretofore incorporated under the laws of the State of Delaware,
its certificate of incorporation having been filed in the office of the
Secretary of State on the 4th of September, 1987: and
WHEREAS, Select-Shopper, is a Virginia corporation in good
standing and was heretofore incorporated under the laws of the State of
Virginia, its certificate of incorporation having been filed with the
Secretary of the State on the 15th day of March,1999; and
WHEREAS, Agristar Inc. has authorized capital stock consisting of
Fifty million (50,000,000) shares of common stock, par value $.01 per
share, of which 50,000,000 shares have been duly issued and are now
outstanding; and
WHEREAS, Select-Shopper, has an authorized capital stock
consisting of 100 shares of common stock, no par per value, of which 100
shares have been duly issued and are now outstanding; and
WHEREAS, Agristar Inc. is subject to the reporting requirements
imposed by: 12 of the Securities Exchange Act of 1934 and, further,
constitutes a blank check company, as said term is defined in : 230.419 (17
CFR :230.419) of the regulation promulgated by the U.S. Securities and
Exchange Commission (hereinafter referred to alternately as the
"Commission" or "SEC), and
WHEREAS, Select-shopper is a private company and has the requisite
qualifications and resources to assume the responsibilities imposed upon a
public company; and
WHEREAS, the respective boards of directors of Agristar Inc. and
Select-Shopper deem it advisable and to the advantage and welfare of the
two corporate parties and their respective shareholders that Agristar
acquire Select-Shopper (the "Acquisition") and, further, that the
management of Select-Shopper should assume control over the operations and
management of Agristar Inc. pursuant to a Plan and Agreement of Merger (the
"Merger"), and that this Acquisition and Merger shall hereafter be referred
to as the Acquisition/Merger Agreement, to be implemented pursuant to the
provisions of the General Corporation Law of the State of Delaware; and
WHEREAS, this Acquisition/Merger Agreement is being executed
concomitantly with a Stock Purchase Agreement, the terms of which address
the disposition of stock between the two corporate parties, and the terms
of said Stock Purchase Agreement constitute an integral part of the
consideration supporting the Acquisition/Merger Agreement, such that,
without said Stock Purchase Agreement, this Acquisition/Merger Agreement is
rendered a nullity; and
NOW, THEREFORE, in consideration for the foregoing covenants and
of the mutual agreements herein contained and of the mutual benefits hereby
provided, and with both Parties intended to be legally bound, Agristar and
Select-Shopper hereby agree to enter into this Acquisition/Merger
Agreement, pursuant to the following terms and conditions.
PART I - ACQUISITION
1. ACQUISITION. Select-Shopper shall be and it hereby is acquired by
Agristar Inc.
2. EFFECTIVE DATE. This Acquisition shall become effective when
certificates from the corporate secretaries of the two parties,
certifying the approval of this merger by each parties' board of
directors, is filed with the State of Delaware, Division of
Corporations, in compliance with Title 8, : 252 c of the Delaware
General Corporation Law, and the date stamped upon said filing
shall be deemed the Effective Date.
3. SURVIVING CORPORATION. Agristar Inc. shall be the surviving
corporation and shall continue to operate under its existing charter
and shall continue to be governed by the laws of Delaware. The
separate corporate existence of Select-Shopper shall cease forthwith
upon the Effective Date and its charter shall be cancelled as soon as
practicable thereafter.
4. AUTHORIZED CAPITAL. The Authorized capital stock of Agristar Inc.
shall remain unchanged, both in amount and in par value, and shall
also become the authorized capital stock for the surviving
corporation.
5. ARTICLES OF INCORPORATION. The Articles of Incorporation of Agristar
Inc. (the "Articles of Incorporation") shall be adopted as Articles of
Incorporation for the surviving corporation, provided however, said
Articles of Incorporation shall be amended pursuant to the Plan and
Agreement of Merger to reflect the new name and address of the
surviving corporation.
6. REGISTERED OFFICE. The Registered Office of the surviving corporation
in the State of Delaware is The Prentice-Hall Corporation System,
Inc., located at 1013 Centre Road, Wilmington, Delaware, postal
code 19805.
7. BYLAWS. The Bylaws of Agristar Inc. as they exist on the effective
date shall be the Bylaws of the surviving corporation following the
Effective Date unless and until the same shall be amended or repealed
in accordance with the provisions thereof.
-2-
8. STOCK TRANSFER AGENT. The stock transfer agent for the surviving
corporation shall be American Stock Transfer and Trust Company of
New York City.
9. SHAREHOLDERS. All shareholders of Agristar Inc. shall continue to be
shareholders of the surviving corporation. In addition to the original
Agristar shareholders, the shareholders of Select-Shopper shall also
become shareholders of the surviving Purchase Agreement, but all said
shares held by Select-Shopper shareholders shall be restricted.
PART II - PLAN AND AGREEMENT OF MERGER
1. NAME. The surviving corporation shall change its name from Agristar
Inc. to Select-Shopper.com, Inc.
2. ADDRESS. The Principal Office of the surviving corporation shall be
changed from 100 Hawthorn Road Conroe, Texas to 711 Liberty St,
Chesapeake, Virginia 23324.
3. BOARD OF DIRECTORS.
(a) Upon the signing of this Agreement and the Stock Purchase
Agreement, Mr. Branson shall tender his resignations as
Director and Officer of Agristar Inc. effective immediately.
(b) Upon tendering of said resignations, the following individuals
shall be appointed to serve as an interim Board of Directors:
Terry Branson, Shelia Rodgers, and Gil Carolino. Such persons
shall serve until their respective successors are elected and
qualified.
(c) Upon tendering of resignation as Directors in accord with
Paragraph 3(a), the following individuals shall be appointed to
serve as Officers for the surviving corporation: Terry Branson,
Shelia Rodgers and Gil Carolino.
(d) Within 90 days, the interim Board of Directors shall convene a
special meeting of stockholders, as mandated by: 312, paragraph
(h) of the General Corporation Law of Delaware, for the purpose
of allowing the shareholders to elect a permanent Board of
Directors. Prior to convening said meeting, a Notice and a Proxy
Statement shall be sent to all shareholders of record, in full
compliance with SEC rules and regulations governing proxy
solicitations, to permit all shareholders to vote that cannot
attend said meeting in person.
4. NATURE OF BUSINESS. The nature of the business of the surviving
corporation is to be as indicated on Exhibit A.
5. RIGHTS AND LIABILITIES OF SURVIVING COMPANY. At and after the
effective date of the merger, the surviving company shall succeed to
and possess, without further act or deed, all of the estate, rights,
privileges, powers, and franchises, both public and private, and all
of the property, real, personal, and mixed, of each of the parties
hereto; all claims, demands, property, rights, privileges, powers and
franchises and every other interest of either of the parties hereto
shall be as effectively the property of the surviving company as they
were of the respective parties hereto prior to the merger; and the
title to any real estate vested by deed or otherwise in the
constituent corporation shall not revert or be in any way impaired by
reason of the merger, but shall be vested in the surviving company;
all rights of creditors and all liens upon any property of either of
the parties hereto shall be preserved unimpaired,limited in lien to
the property affected by such lien at the effective time of the
merger; and all debts, liabilities, and duties of the respective
parties hereto shall thenceforth attach to the surviving company and
may be enforced against it to the same extent as if such debt,
liabilities, and duties had been incurred or contracted by it.
-3-
6. PLAN OF REORGANIZATION. The merger contemplated hereby shall be
treated as a pooling of interests.
IN WITNESS WHEREOF, the foregoing Acquisition/Merger Agreement, having been
duly entered into and signed by Agristar Inc. a Delaware corporation, and
having been duly entered into and signed by Select-Shopper.com Inc., a
Virginia corporation, and having been approved by the Broad of Directors of
both corporations, all in accordance with the provisions of the General
Corporation Law of the State of Delaware, the Director of Agristar Inc. and
the president of Select-Shopper, do now hereby execute said agreement of
merger under the corporate seals of their respective corporations by
authority of the directors and stockholders of each, as the respective act,
deed, and agreement of each of said corporations, on this ____ day of
April, 1999.
Agristar, Inc. Select-Shopper.com, Inc.
- ------------------------------- -------------------------------
Seal Seal
NOTARY PUBLIC
(State of Virginia)
ss.
Be it remembered that on this ____ day of _______________, 1999,
personally came before me, _____________, a party to the foregoing
agreement and known to me personally to be such, and ________________, a
party to the foregoing agreement and known to me personally to be such, and
in my presence, _______________ and _________________ duly acknowledged the
said Acquisition/Merger Agreement and affixed their signature on the lines
reserved for each, and further affirm to me that this act and deed was
voluntary and a product of their own free will.
Given under my hand and seal of office the day and year aforesaid.
By ____________________
Notary Public
-4-
Exhibit A
INTERNET STORE:
SELECT-SHOPPER.COM:
Select-Shopper is an online retailer that offers that offers over
40,000 products from more than 400 manufacturers through its online stores
on the internet. The Company seeks to provide an online shopping experience
that incorporates traditional department store and mail-order features into
an interactive, easy-to-use and compelling online environment.
The Company believes that online technology, and the internet in
particular, is an advantageous medium for the selling of merchandise
relative to traditional retail stores and mail-order catalogs. Leveraging
online technology and the global reach of the internet, the online
retailing model provides Select-Shopper with virtually unlimited online
shelf space and the ability to reach a geographically unlimited consumer
base, without the costs associated with constructing traditional retail
stores and distributing mail-order catalogs. The Company's strategy is to
offer quality merchandise, provide effective customer service, and
capitalize on the inherent economies of the online retailing model.The
Company, which launched its Internet store in March 1999, is still in early
stages of development. The Company believes that its ability to achieve
profitability will depend primarily on its ability to increase revenues
generated by transactions relating to sales of merchandise through its
online stores. Select-Shopper management team has experience in a broad
range of retailing environments, including department stores, specialty
retailing stores, television merchandising and direct mail.
Select-Shopper's online stores are accessed at Select-Shopper.com on
the Internet. Select-Shopper's online stores provide high quality color
pictures and detailed information relating to products that are
conveniently organized into departments by brand and category such as
housewares, consumer electronics, gifts and gourmet food, similar to those
of traditional department stores. Shoppers can search for, browse and
select products throughout the store and place selected merchandise in a
virtual shopping bag that facilitates the process of collecting items,
subtotaling purchases and reaching the purchase decision. Furthermore,
Select-Shopper has established strategic relationships with manufacturers
which allow most products to be rapidly shipped directly from the
manufacturer. Manufacturer direct shipping enables the Company to avoid
inventory related risks, limit overhead costs and provide prompt delivery.
As part of its marketing strategy, the Company has formed a strategic
alliance with AOL pursuant to a marketing agreement. This agreement
provides for Select-Shopper to be featured on the AOL Shopping Channel as
one of the three anchor tenants within the Department store area and to be
prominently featured in the Gift area. In addition, the Company plans to
establish strategic alliances with other online companies and begin a
targeted advertising campaign to attract additional customers to the online
stores. The Company believes both online and traditional media exposure
are critical to maximizing brand recognition and driving traffic to its
online stores.
AGRISTAR, INC. May __, 1999
711 LIBERTY STREET
CHESAPEAKE,VIRGINIA 23324
DEAR STOCKHOLDER,
The attached proxy statement is furnished to you in connection with
the solicitation of proxies on behalf of the Board of Directors (the
"Board") of Agristar, Inc. (the "Company") for use at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held on June 18, 1999 and at any
adjournments or postponements thereof, at the Holiday Inn, 5655 Greenwich
Rd. Virginia Beach, Virginia 44236. Holders of record of the Company's
common stock, par value of .01 ("Common Stock"), at the close of business
on May 23, 1999 (the "Record Date") will be entitled to vote at the Annual
Meeting. On the Record Date there were 50,000,000 shares of Common Stock
outstanding and eligible to vote. Each share of Common Stock entitles the
holder thereof to one vote on each matter scheduled to come before the
Annual Meeting.
All votes represented by the enclosed proxy will be cast FOR the three
nominees for director named herein, unless authorization to do so is
withheld by a shareholder. Similarly, in the same manner and unless
authorization to do so is withheld by a shareholder, the enclosed proxy
will be cast FOR the other proposals set forth in the Notice of Annual
Meeting.
At the meeting, votes will be tabulated by inspectors of election
appointed by the Chairman of the Board. The Company's regulations provide
that a majority of the votes entitled to be cast by the holders of all
shares of the Common Stock issued and outstanding and entitled to vote,
present in person or by proxy, shall constitute a quorum at a meeting of
the shareholders.
The Board does not know of any matters, other than those specified
herein, which will be presented for action at the Annual Meeting. In the
event that any other matters should properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to
vote the proxy in accordance with their best judgment on such matters.
Terry A.Branson
President/CEO
PROXY STATEMENT
This proxy statement is being mailed to all known Stockholders of
Agristar, Inc. hereafter ("Agristar" or the "Company") commencing on or
about May 21, 1999, in connection with the solicitation by
Select-Shopper.com, Inc., ("Select-Shopper") of proxies to be voted at an
Annual Meeting of Stockholders (the "Meeting") to be held in Virginia
Beach, Virginia on June 18, 1999, and at any adjournment thereof from said
meeting. The Meeting has been called by Select-Shopper pursuant to
ss.312(h) of the General Corporation Law of Delaware for the purpose of
considering a plan proposed by Select-Shopper (the "Plan") whereby the
Company will first acquire Select-Shopper, thereby effecting a business
combination transaction with a suitable privately-held company, then
pursuant to a plan of reorganization and merger, management of
Select-Shopper will assume control of the surviving company, Agristar Inc.
Proxies will be voted in accordance with the directions specified
thereon and do not confer discretionary authority on any person. Any proxy
on which no direction is specified will be voted in favor of all proposals.
A Stockholder may revoke a proxy at any time prior to the start of the
meeting by (1) delivering to Select-Shopper a written notice of revocation,
or (2) delivering to Select-Shopper a signed proxy of a later date or by
(3) appearing at the Meeting and voting in person. Notices of revocation
and replacement Proxies that are not actually received by Select-Shopper
prior to the start of the meeting will be void and of no force and effect.
As of April 30, 1999, there were 50,000,000 shares of Common Stock
issued and entitled to vote. Each share of Common Stock entitles the holder
to one vote on each matter presented for consideration by the Stockholders.
Under the Company's By-Laws, the presence, in person or by proxy, of shares
entitled to cast a combined total of 25,000,000 votes or 50% of the shares
issued and outstanding will constitute a quorum. According to the Company's
Annual Report on Form 10-K for the year ended May 24, 1996, there are 230
stockholders entitled to vote. With the exception of Select-Shopper.com,
Inc., no stockholder has indicated a pre-approval of the proposals
described in this Proxy Statement.
The required quorum for the transaction of business at the Meeting is
a majority of the shares of Common Stock issued and outstanding on the
Record Date (the "Quorum"). Shares that are voted "FOR", "AGAINST" or
"ABSTAIN" in any matter are treated as being present at the meeting for
purposes of establishing the Quorum, but only shares voted "FOR" or
"AGAINST" are treated as shares "represented and voting" at the Meeting
(the "Votes Cast") with respect to a particular matter. Accordingly,
abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of the Quorum for the transaction of
business, but will not be counted for purposes of determining the number of
Votes Cast with respect to a proposal.
PREFATORY NOTE TO THE PLAN
In structuring a Plan for a suitable business combination transaction,
the following ingredients must be present. First, there must be an optimal
capital structure. Second, the Plan must provide for the payment of finders
fees and other costs in the event that a suitable business combination
transaction is identified and a combination transaction is negotiated.
Third, the Plan must provide for significant payments to Select-Shopper and
it should confer upon Select-Shopper the requisite authority to negotiate a
suitable combination transaction.
-1-
Select-Shopper Plan
Select-Shopper has developed a plan (the "Plan") whereby the Company
will be restructured and its previously incurred indebtedness will either
be settled or assumed, for the purpose of effecting a business combination
transaction with Select-Shopper.com, Inc. a privately-held company that has
both business history and operating assets. If this Plan is successfully
implemented, you may be able to salvage some of the value that your
Agristar shares once represented. However, Select-Shopper cannot go forward
with the Plan without first obtaining stockholder approval. Therefore, it
is critically important that you read the enclosed Proxy Statement and
promptly mark your vote, sign and return your Proxy Card.
PROPOSED PLAN
Although still in good standing with the State of Delaware, Agristar
has no employees and no income from operations. Agristar does have
liabilities. The Company has not engaged in any business activities since
September, 1997. Select-Shopper believes that it may be possible to recover
some value for the Stockholders through the adoption and implementation of
a Plan whereby the Company will be restructured as a "clean public shell"
for the purpose of effecting a business combination transaction with
Select-Shopper.com, Inc.
Select-Shopper proposes that the Company offer Select-Shopper.com,
Inc. the opportunity to acquire a controlling ownership interest in
Agristar Inc. at substantially less cost than would otherwise be required
for conducting an initial public offering. Select-Shopper is not aware of
any empirical statistical data that would independently confirm or quantify
Select-Shopper's beliefs concerning the perceived value of a merger or
acquisition transaction for the owners of a suitable privately-held company
such as Select-Shopper. The owners of any existing business selected for a
business combination with the Company will incur significant costs and
expenses, including the costs of preparing this Proxy and the required
business combination agreements and related documents, the costs of
preparing the Current Report on Form 8-K describing the business
combination transaction and the costs of preparing the documentation
associated with any future reporting under the Exchange Act and
registrations under the Securities Act.
If the Plan of Select-Shopper is approved by the Stockholders, the
Company's debt will be completely restructured and assumed by
Select-Shopper and the Company itself will be fully reactivated by merging
all the existing operations of Select-Shopper into the Company. [See
Select-Shopper Existing Operations] This part of the Plan is termed the
Acquisition of Select-Shopper. The Company will further be used as a
corporate vehicle to seek, investigate and, if the results of such
investigation warrant, effect a further business combination with a
suitable privately-held company or other business opportunity presented to
it by persons or firms that seek the perceived advantages of a publicly
held corporation. This part of the Plan, (i.e. business operations which
are proposed but not yet identified) are sometimes referred to as a "blind
pool" because Stockholders will not ordinarily have an opportunity to
analyze the various business opportunities presented to the Company, or to
approve or disapprove the terms of any business combination transaction
that may be negotiated by Select-Shopper on behalf of the Company.
Consequently, the Company's potential success will be heavily dependent on
the efforts and abilities of Select-Shopper and its officers, directors and
consultants, who will have virtually unlimited discretion in searching for,
negotiating and entering into a business combination transaction.
Select-Shopper and its officers, directors and consultants have had limited
experience in the proposed business of the Company. Although Select-Shopper
believes that the Company will be able to enter into an additional business
combination transaction after the approval of the Plan by the Stockholders,
there can be no assurance as to how much time will elapse before a business
combination is effected, if ever. The Company will not restrict its search
to any specific business, industry or geographical location, and the
Company may participate in a business venture of virtually any kind or
nature.
-2-
Select-Shopper and its officers, directors and consultants anticipate
that the selection of a business opportunity for the Company will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries, and shortages of
available capital, Select-Shopper believes that there are numerous
privately-held companies seeking the perceived benefits of a publicly
traded corporation. Such perceived benefits may include facilitating debt
financing or improving the terms on which additional equity may be sought,
providing liquidity for the principals of the business, creating a means
for providing incentive stock options or similar benefits to key employees,
providing liquidity for all stockholders and other factors.
Potential business opportunities may occur in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Select-Shopper has
previously been successful in identifying suitable privately-held companies
without the benefits of a public vehicle, and anticipates that the Company
will be able to pursue both its existing business endeavors more
effectively while also permitting Select-Shopper to become more effective
in attracting and consolidating future business ventures. The existing
businesses of Select-Shopper, like Agristar, is primarily grounded in
businesses which rely upon breaking marketing technology in areas such as
recreation and the Internet. Because Select-Shopper has acquired two such
businesses, unlike the prior operations of the Company, Select-Shopper'
diversification permits the Company to offset potential losses from one
venture against gains from another. Moreover, because Agristar is saddled
with substantial debt and lacks any meaningful financial, managerial or
other resources, without the assistance of a firm such as Select-Shopper,
Select-Shopper believes the Company will not be viewed as a suitable
business combination partner for either developing companies or established
business that are in need of substantial additional capital.
SELECT-SHOPPER.COM EXISTING OPERATIONS
Select-Shopper.com, Inc. operates its corporate headquarters at 711
Liberty Street, Chesapeake, Virginia 23324 Its telephone number is
(757)543-5880 and its telecopier phone number is (757) 543-5088.
Select-Shoppers' email address is Shopper@Select-Shopper.com. Presently,
the Company products consist of the following.
SELECT-SHOPPER AND THE INTERNET
Select-Shopper is an online retailer that offers over 40,000 products
from more than 400 manufacturers through its online stores on the Internet.
The Company seeks to provide an online shopping experience that
incorporates traditional department store and mail-order features into an
interactive, easy-to-use and compelling online environment.
The Company believes that online technology, and the Internet in
particular, is an advantageous medium for the selling of merchandise
relative to traditional retail stores and mail-order catalogs. Leveraging
online technology and the global reach of the Internet, the online
retailing model provides Select-Shopper with virtually unlimited online
shelf space and the ability to reach a geographically unlimited consumer
base, without the costs associated with constructing traditional retail
stores and distributing mail-order catalogs. The Company's strategy is to
offer quality merchandise, provide effective customer service, and
capitalize on the inherent economies of the online retailing model. The
Company, which launched its Internet store in March 1999, is still in early
stages of development. The Company believes that its ability to achieve
profitability will depend primarily on its ability to increase revenues
generated by transactions relating to sales of merchandise through its
online stores. Select-Shopper management team has experience in a broad
range of retailing environments, including department stores, specialty
retailing stores, television merchandising and direct mail.
-3-
Select-Shopper's online stores are accessed at Select-Shopper.com on
the Internet.Select-Shopper's online stores provide high quality color
pictures and detailed information relating to products that are
conveniently organized into departments by brand and category such as
housewares, consumer electronics, gifts and gourmet food, similar to those
of traditional department stores. Shoppers can search for, browse and
select products throughout the store and place selected merchandise in a
virtual shopping bag that facilitates the process of collecting items,
subtotaling purchases and reaching the purchase decision. Furthermore,
Select-Shopper has established strategic relationships with manufacturers
which allow most products to be rapidly shipped directly from the
manufacturer. Manufacturer direct shipping enables the Company to avoid
inventory related risks, limit overhead costs and provide prompt delivery.
As part of its marketing strategy, the Company has formed a strategic
alliance with AOL pursuant to a marketing agreement. This agreement
provides for Select-Shopper to be featured on the AOL Shopping Channel as
one of three anchor tenants within the Department Store area and to be
prominently featured in the Gift area. In addition, the Company plans to
establish strategic alliances with other online companies and begin a
targeted advertising campaign to attract additional customers to the its
online stores. The Company believes both online and traditional media
exposure are critical to maximizing brand recognition and driving traffic
to its online stores.
International Data Corporation ("IDC"), an independent market
research organization, estimates that the total value of goods and services
purchased on the Internet was $296 million in 1995, $2.6 billion in 1996
and will increase to $220 billion by the year 2001. The number of Company
customers grew from approximately 2,250 at December 31, 1996 to
approximately 8,900 at December 1, 1997. The Company believes it has
positioned itself to capitalize on the potential growth of online commerce
by selectively targeting manufacturers and other online companies with
which to establish strategic relationships.
COMPETITION
The market for Internet products and services is highly competitive
and competition is expected to continue and increase significantly.In
addition, the Company expects the market for Web-based advertising to be
intensely competitive. There are no substantial barriers to entry in these
markets and the Company expects that competition will continue to
intensify. Although the Company currently believes that the diverse
segments of the Internet market will provide opportunities for more than
one supplier of products and services similar to the products and services
offered by Select-Shopper, it is possible that a single supplier may
dominate one or more market segments. The Company hopes to achieve
sufficient size and economies of scale so as to compete with a dominating
or predator-type adversary before this occurs.
The Company competes with other providers of online shopping services.
Other companies, most notably shopping.com, offer competitive products and
services which over 200,000 products and access to the Web from remote
locations. The Company also faces competition from providers of software
and other Internet products and services that incorporate search and
retrieval features into their offerings. For example, web browsers offered
by Netscape and Microsoft, which are the most widely used browsers,
incorporate buttons in their browser and similar features that direct
search traffic to competing services, including those that may be developed
or licensed by such parties. Entities that sponsor or maintain high-traffic
Web sites or that provide an initial point of entry for Internet users,
such as the Regional Bell Operating Companies or Internet Service Providers
such as Microsoft and AOL, currently offer and could further develop,
acquire or license Internet search and navigation functions that will
introduce additional competition into this market. Microsoft intends to
offer additional Internet search engines and directory services that will
be made available in the near future. It is likely that such search and
directory services will be tightly integrated into the Microsoft operating
system, called the Internet Explorer. Microsoft may promote such
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services within the Microsoft network through other end-users services such
as Web-TV. Insofar as Microsoft's Internet navigational offerings may be
more conveniently accessed by users than those of the Company, this may
provide Microsoft with significant competitive advantages that could have a
material adverse effect upon the Company's prospects for success. A large
number of Web sites and online services (including, among others, the
Microsoft Network, AOL, and other Web navigation companies such as Excite,
Lycos and Infoseek), offer shopping services that are competitive with the
services offered by Select-Shopper. Many of these existing competitors, as
well as a number of potential new competitors, have significantly greater
financial, technical and marketing resources than the Company. In addition,
providers of Internet tools and services may be acquired by, receive
investments from or enter into other commercial relationships with larger,
well-established and well-financed companies, such as Microsoft or
Netscape. Greater competition resulting from such relationships could have
a material adverse effect on the Company's business, operating results and
financial condition.
The Company expects to face competition in the various special
interest, demographic and geographic markets addressed by media properties
that are under development. This competition may include companies that are
larger and better capitalized than the Company and that have expertise and
established brand recognition in these markets. There can be no assurance
that the Company's competitors will not develop Internet email products and
services that are superior to those of the Company or that achieve greater
market acceptance than the Company's offerings. Moreover, a number of the
Company's current advertising customers, licensees and partners have also
established relationships with certain of the Company's competitors, and
future advertising customers, licensees and partners may establish similar
relationships.
The Company also competes with online services and other Web site
operators, as well as traditional offline media such as television, radio
and print for a share of advertiser's total advertising budgets. The
Company believes that the number of companies selling Web-based advertising
and the available inventory of advertising space have increased
substantially during recent periods. Accordingly, the Company may face
increased pricing pressure for the sale of advertisements. There can be no
assurance that the Company will be able to compete successfully against its
current and future competitors or that competition will not have a material
adverse effect on the Company's business, operating results and financial
condition.
The Company believes that the principal competitive factors in its
markets are ease of use, comprehensiveness, independence, quality and
responsiveness to computer commands, and access to other end users.
Competition among current and future suppliers of Internet navigational and
informational services, high traffic Web sites and Independent Service
Providers, as well as competition for other media for advertising
placements, could result in significant price competition and reductions in
advertising revenues. Moreover, nearly all of the Company's current and
potential competitors have significantly greater financial, technical,
marketing, distribution and other resources than the Company. There can be
no assurance that the Company will be able to compete successfully against
current and future sources of competition or that the competitive pressures
faced by the Company will not have a material adverse effect on the
Company's business, operating results and financial condition.
DEPENDENCE ON GROWTH OF INTERNET
Select-Shopper.com's future success is substantially dependent upon
continued growth in the use of the Internet and the Web. Rapid growth in
the use of and in the Internet and the Web is a recent phenomenon. The
Internet may not prove to be a viable commercial marketplace for a number
of reasons, including lack of acceptable security technologies, potentially
inadequate development of the necessary infrastructure, such as a reliable
network backbone, or timely development and commercialization of
performance improvements, including high speed modems. To the extent that
the Internet continues to experience significant growth in the number of
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users and level of use, there can be no assurance that the Internet
infrastructure will continue to be able to support the demands placed upon
it by such potential growth or that the performance or reliability of the
Web will not be adversely affected by this continued growth. The Internet
could lose its viability due to delays in the development or adoption of
new standards and protocols required to handle increased levels of Internet
activity, or due to increased governmental regulation. Changes in or
insufficient availability of telecommunications services to support the
Internet also could result in slower response times and adversely affect
usage of the Web and the Company's online marketing program. If use of the
Internet does not continue to grow, or if the Internet infrastructure does
not effectively support growth that may occur, Select-Shopper's business,
operating results and financial condition would be materially and adversely
affected.
There is intense competition in the sale of advertising on the
Internet, including competition from other shopping services as well as
other high-traffic sites, which has resulted in a wide range of rates
quoted by different vendors for a variety of advertising services, which
makes it difficult to project future levels of Internet advertising
revenues that will be realized generally by any specific company.
Competition among current and future suppliers of Internet navigational
services or Web sites and advertising placements could result in
significant price competition, reduced pricing for Internet advertising and
reductions in the Company's advertising revenues. There also can be no
assurance that the Company's advertising customers will accept the internal
and third-party measurements of impressions received by advertisements on
the Company's web site. There is also no assurance that the advertisements
may not contain errors.
To remain competitive, the Company must continue to enhance and
improve responsiveness, functionality, features and content of its main
product, which is online retailing and advertisement. There can be no
assurance that the Company will successfully maintain competitive user
response times or implement new features and functions, such as greater
levels of user personalization, localized content filter and information
delivery through "push" methods, which will involve the development of
increasingly complex technologies.
A key element of the Company's business strategy is the development and
introduction a interactive, easy-to-use and compelling online environment.
New products targeted for specific interest areas, user groups with
particular demographic characteristics and geographic areas. There can be
no assurance that the Company will be successful in developing, introducing
and marketing such products or media properties or that such products and
media properties will achieve market acceptance, enhance the Company's
brand name recognition or increase traffic. The Company depends
substantially on third party efforts in the development and operation of
these new media properties. The introduction of new media properties also
may be subject to delays that may negatively affect advertising revenues
and the Company's competitive position. Furthermore, enhancements of or
improvements to its shopping service may contain undetected errors that
require significant design modifications, resulting in a loss of customer
confidence and user support and a decrease in the value of the Company's
brand name recognition. Any failure of the Company to effectively develop
and introduce these properties, or failure of such properties to achieve
market acceptance, could adversely affect the Company's business, results
of operations and financial condition. The market for Internet products and
services is characterized by rapid technological developments, evolving
industry standards and customer demands, and frequent new product
introductions and enhancements. These market characteristics are
exacerbated by the emerging nature of this market and the fact that many
companies are expected to introduce new Internet products and services in
the near future. Select-Shopper.com's future success will depend in
significant part on its ability to continually improve the performance,
features and reliability of its software and other properties in response
to both evolving demands of the marketplace and competitive product
offerings, and there can be no assurance that Select-Shopper will be
successful in doing so.
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GOVERNMENT REGULATION
Select-Shopper.com is not currently subject to direct regulation by
any governmental agency in the United States, other than regulations
applicable to businesses generally, and there are currently few laws or
regulations directly applicable to access to or governing commerce upon the
Internet.
Due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted with respect
to the Internet, covering issued such as user privacy, pricing and
characteristics and quality of products and services. For example, although
the Communications Decency Act was held to be unconstitutional, there can
be no assurance that similar legislation will not be enacted in the future
and it is possible that such legislation could expose Select-Shopper to
substantial liability. Such legislation could also dampen the growth in the
use of the Web generally and decrease the acceptance of the Web as a
communications and commercial medium, and could, thereby, have a material
adverse effect on the Company's business, results of operations and
financial condition. Other nations, including Germany, have taken actions
to restrict the free flow of material deemed to be objectionable on the
Web. In addition, several telecommunications carriers are seeking to have
telecommunications over the Web regulated by the Federal Communications
Commission [the "FCC"] in the same manner as other telecommunications
services. For example, America's Carriers Telecommunications Association
("ACTA") has filed a petition with the FCC for this purpose. In addition,
because the growing popularity and use of the Web has burdened the existing
telecommunications infrastructure and many areas with high Web use have
begun to experience interruptions in phone service, local telephone
carriers, such as Pacific Bell, have petitioned the FCC to regulate ISPs
and OSPs in a manner similar to long distance telephone carriers and to
impose access fees on the ISPs and OSPs. If either of these petitions is
granted, or the relief sought therein is otherwise granted, the costs of
communicating on the Web could increase substantially, potentially slowing
the growth in use of the Web, which could in turn decrease the demand for
the Company's products and media properties. Moreover, the applicability to
the Internet of the existing laws governing issues such as property
ownership, copyright defamation, obscenity and personal privacy is
uncertain, and the Company may be subject to claims that its services
violate such laws. Any such new legislation or regulation or the
application of existing laws and regulations to the Internet could have a
material adverse effect on the Company's business, operating results and
financial condition.
ACQUISITION OPPORTUNITIES
In implementing a particular business combination transaction, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, franchise or licensing agreement with another corporation or
entity. It may also sell stock, purchase stock or purchase assets of an
existing business. After the consummation of a business combination
transaction,it is conceivable that the present Stockholders of the Company
will suffer some dilution of their ownership share in the combined
companies. Select-Shopper does not intend to obtain the approval of the
Stockholders prior to consummating any acquisition other than a statutory
merger that requires a Stockholder vote.Select-Shopper and its officers,
directors and consultants do not intend to sell any shares held by them in
connection with a business acquisition.
It is anticipated that any securities issued in a business combination
transaction will be issued in reliance on exemptions from registration
under applicable Federal and state securities laws, including in particular
Regulation D, Rule 506. In some circumstances, however, as a negotiated
element of a business combination, the Company may agree to register such
securities either at the time the transaction is consummated or at some
specified time thereafter. The issuance of substantial additional
securities and their potential sale into any trading market that may
develop may have a depressive effect on such market.
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While actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code
of 1986, (the "Code"). To obtain tax free treatment under the Code, it may
be necessary for the owners of the acquired business to own 80% or more of
the voting stock of the surviving entity. In such event, the stockholders
of the Company would retain less than 20% of the issued and outstanding
shares of the combined companies, which could result in significant
dilution in the equity of such stockholders. The Company intends to
structure any business combination in such manner as to minimize Federal
and state tax consequences to the Company and any target company.
As part of the Company's investigation of potential business
opportunities, Select-Shopper and its officers, directors and consultants
will ordinarily meet personally with management and key personnel, may
visit and inspect material facilities, obtain independent analysis or
verification of certain information provided, check reference of management
and key personnel, and take other reasonable investigative measures, to the
extent of the Company's limited resources and Select-Shopper's limited
expertise. The manner in which the Company participates in an opportunity
will depend on the nature of the opportunity, the respective needs and
desires of the Company and other parties and the relative negotiating
strength of the Company and such other management.
With respect to any business combination negotiations, Select-Shopper
will ordinarily focus on the percentage of the Company which target company
stockholders would acquire in exchange for their ownership interest in the
target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's stockholders will in all likelihood
only own a small minority interest in the combined companies upon
completion of the business combination transaction. Any business
combination effected by the Company can be expected to have a significant
diluting effect on the percentage of shares held by the Company's current
Stockholders.
Upon completion of a business combination transaction, there can be no
assurance that the combined companies will have sufficient funds to
undertake any significant development, marketing and manufacturing
activities. Accordingly, the combined companies may be required to either
seek additional debt or equity financing or obtain funding from third
parties, in exchange for which the combined companies might be required to
issue a substantial equity position. There is no assurance that the
combined companies will be able to obtain additional financing on terms
acceptable to the combined companies. It is anticipated that the
investigation of specific business opportunities and the negotiation,
drafting and execution of relevant agreements, disclosure documents and
other instruments will require substantial management time and attention
and substantial costs for accountants, attorneys and others. If a decision
is made not to participate in a specific business opportunity the costs
incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a
specific business opportunity, the failure to consummate that transaction
may result in the loss of the Company of the related costs incurred.
EXEMPTION FROM RULE 419
As an existing Registrant under the Exchange Act, the Company's
proposed activities are not subject to SEC Rule 419 which was adopted to
strengthen the regulation of "blind pool" companies which Congress has
found to have been common vehicles for fraud and manipulation in the penny
stock market. The Company is not subject to Rule 419 because it is not
offering stock to the public in an offering registered under the Securities
Act. Accordingly, Stockholders are not entitled to the substantive
protection provided by Rule 419.
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FEES TO SELECT-SHOPPER AND OTHERS
Expense Reimbursement. To date, no cash compensation has been paid or
accrued to Select-Shopper or any of its officers, directors or consultants.
Under the Plan, Select-Shopper and its officers, directors and consultants
will be entitled to reimbursement for the actual out-of-pocket expenses
incurred in connection with the preparation of the Company's quarterly and
annual reports to the Securities and Exchange Commission, the preparation
and filing of the Company's reports under the Exchange Act and the
negotiation of a business combination transaction, but they will not be
entitled to any cash compensation in connection with services rendered
prior to the closing of a business combination.
Stock Issuance. Subject to Stockholder approval, the Company intends
to file a Form S-8 Registration Statement under the Securities Act to
register 300,000 shares of Common Stock that will be issuable to persons
designated by Select-Shopper as compensation for services rendered in
connection with the implementation of the Plan.
Debenture Certificates For the past ten months, Select-Shopper has
been conducting due diligence on Agristar, Inc. and negotiating with the
Company's creditors. In addition, Select-Shopper will have to advance funds
to attorneys, accountants and others for the preparation of reports
required by the SEC. Select-Shopper has already presented a proposal to the
Company's Board of Directors and, subject to stockholder approval, this
proposal has been favorably received. In return for the expenses which
Select-Shopper will have to advance to prepare for this business
combination transaction and for the commitments which it must make to
settle outstanding obligations with the Company's creditors, Select-Shopper
will be issued a Debenture Certificate (or Certificates). These Debenture
Certificates will be convertible into Common Stock of the Company at the
prevailing price for the stock of Agristar when these financial
disbursements commenced, which was equal to $0.04 (4 cents) per share. At
the option of Select-Shopper, these Debentures may be converted into
Restricted Common Stock of the Company. Because of this convertibility
feature, the Company will file a Form D and engage Rule 506 at the time
these Debentures are issued.
RISK FACTORS
The Plan proposed by Select-Shopper involves a high degree of risk.
Stockholders should carefully consider the following factors, among others,
before executing the form of Proxy enclosed herewith.
No Recent Operating History. Agristar has liabilities. Agristar does
not have any assets, management or ongoing operations and Agristar has not
engaged in any business activities since September, 1997. Even if the
Select-Shoppers' Plan is approved by the Stockholders, Agristar will be
subject to all of the risks inherent in the commencement of a new business
enterprise with new management. There can be no assurance that Agristar
will make the transition smoothly with Select-Shopper or that
Select-Shopper will be profitable. Although Select-Shopper and its
officers, directors and consultants have had experience with respect to
business acquisitions, Agristar has no recent operating history to aid
stockholders in making an informed judgment regarding the merits of the
Plan. As of the date of this Proxy Statement, and qualified by the list of
businesses above described, Agristar has not entered into any arrangement
for, nor is it presently negotiating with respect to, an acquisition of any
operating business other than Select-Shopper.
No Specific Acquisition Plans. The Select-Shoppers' Plan includes a
proposal to vest its officers, directors and consultants with the requisite
authority to seek out and secure opportunities with privately-held firms
and to act upon such opportunities without first acquiring stockholder
approval, the so-called "blind pool" aspect to this proposal.
Select-Shopper has made no specific acquisition plans beyond the products
and companies which make up its existing business and no specific industry
or area of business has been selected for investment. There is no assurance
Select-Shopper and its officers, directors and consultants will possess the
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experience and skills necessary to make an informed judgment about any
business or industry that may be chosen. Accordingly, the nature of the
Plan involves an extremely high degree of risk and the Common Stock is not
a suitable investment for anyone who cannot afford the loss of his entire
investment.
Intense Competition. The Company is and will continue to be an
insignificant participant in the business of seeking business
opportunities. A large number of established and well-financed entities,
including venture capital firms, have recently increased their merger and
acquisition activities,especially among companies active in high technology
fields. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company
and, consequently, the Company will be at a competitive disadvantage in
identifying suitable acquisition candidates and concluding a business
combination transaction.
Dependence on Part-Time Management. Agristar has no employees as of
the date hereof. Accordingly, the Company's success will be largely
dependent on the decisions made by its Directors, all of whom are working
only part-time. Select-Shopper and its officers, directors and consultants
will not devote their full time to the affairs of the Company unless and
until this Plan is approved by the Stockholders.
Control of Combination Procedure by Select-Shopper. A combination of
the Company with another entity may be structured as a merger or
consolidation or involve the direct issuance of the Company's Common Stock
in exchange for the other company's stock or assets. The General
Corporation Law of Delaware requires the affirmative vote of the holders of
at least a majority of the outstanding shares of a Delaware corporation's
capital stock to approve a merger or consolidation, except in certain
situations in which no vote of the stockholders is necessary. Since
stockholder approval is not required in connection with the issuance of
stock in exchange for stock or assets and since the Plan will specifically
authorize the issuance of up to forty-three million (43,000,000) shares of
Common Stock, without prior Stockholder approval, in connection with a
business combination transaction, it is anticipated that Select-Shopper
will have complete control over the Company's combination policies and
procedures.
No Market Maker. The Company's securities may be quoted on NASD's
Electronic Bulletin Board which reports quotations by brokers or dealers
making a market in particular securities. The Company has no agreement with
any broker or dealer to act as a market maker for the Company's securities
and there is no assurance that Select-Shopper and its advisors will be
successful in obtaining a market maker.
No Assurance of Public Market Prior to this Proxy Statement. There has
been no public market for the Common Stock and there is no assurance that a
public market will ever develop. If a trading market does in fact develop
for the Common Stock, there is a possibility that it will not be sustained
and Stockholders may have difficulty in selling their Common Stock in the
future at any price.
Possible Issuance of Additional Shares. If the Plan is approved by the
Stockholders, approximately 88% of the Company's authorized shares of
Common Stock will remain unissued. After completion of a business
combination, the Board of Directors of the combined companies will have the
power to issue additional shares of Common Stock without stockholder
approval. although the Company currently has no commitments, contracts or
intentions to issue any additional shares, Stockholders should be aware
that any such issuance may result in a reduction of the book value or
market price, if any, of the outstanding shares of Common Stock. If the
Company issues additional shares, such issuances will also cause a
reduction in the proportionate ownership and voting power of all other
Stockholders. Further, any new issuance of shares of Common Stock may
result in a change of control of the Company. If any acquisition resulted
in a change of control, there can be no assurance as to the experience or
qualifications of those new persons involved in either the management of
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the Company or of the business being acquired. In that event, future
operations of the Company and the payment of dividends, if any, would be
wholly dependent upon such persons.
No Assurance of Dividends. The Company has not paid any dividends upon
its Common Stock, and by reason of its present financial status and its
contemplated financial requirements, does not contemplate paying any
dividends in the foreseeable future.
ELECTION OF DIRECTORS
Since the Company has not convened an annual meeting since November,
1997, the present members of the Company's Board are serving terms which
have expired. It is necessary for the Company to appoint new directors. The
nominees of Select-Shopper are set forth as the slate recommended by the
Company. None of the Company's present directors have indicated a desire to
stand for an additional term. Accordingly, the slate of directors proposed
by Select-Shopper are also the only individuals that have indicated a
desire to fill these positions. A brief account of the business experience
and education follows of these nominees follows:
Terry A. Branson, age 37, Chairman and C.E.O., founded Select-Shopper
in 1998. and it was incorporated in March of 1999. Mr. Branson has been
operating his own company since 1993, when he started Bran-Mart Stores,Inc.
This company specialized in merchandise that retailed for the price of $.99
an item or combination of items. It was eventually sold to Famous Bills.
Famous Bills has since been acquired by Dollar Tree, Inc. At the time of
that acquisition Mr. Branson was Chief Executive Officer of Vitamax Inc.
This company produced high-margin Vitamin and mineral supplements. He has
been involved in the import and export trade since 1990. In 1988 Mr.
Branson, received a degree in Business Administration/Business Management
from Eastern Arizona University.
Shelia R. Rodgers, age 30, C.O.O., co-founded Select-Shopper.com in
September 1998 the Company was incorporated in March 1999. Ms. Rodgers has
been operating her own companies since 1993 when she co-founded Bran-Mart
Stores, Inc., which was acquired by Famous Bills who ultimately sold out to
Dollar Tree, Inc. Ms. Rodgers has a degree in Business Management from
Nordstrom Business Institute in San Diego, Ca. Prior to this Ms. Rodgers
worked as a Licensed Nurse for a major hospital in San Diego, CA., for a
little over 3 years. Ms. Rodgers, specialized in rehabilitation of heart
attack and stroke patients. She received her nursing license in Chula
Vista, CA. During this time she was also helping to co-found Vitamax Inc.
This company produced high-margin vitamin and mineral supplements.
Gil Carolino, age 32, Secretary, has been the administrator and
accountant for Select-Shopper.com for the last five months. Prior to
becoming associated with Select-Shopper, Mr. Carolino was assistant to the
chief financial officer of a theatrical agent for 3 years, a partner in
charge of all bookkeeping and payroll for an Italian Restaurant and a
director and officer Coastal Computer Services Inc. with duties that
included staff management and administration.
Board and Committee Activity, Structure and Compensation. The Company
does not currently have any standing committees which are presently
functioning. However, it is expected that the Board will likely designate
an Executive Committee, a Compensation Committee and an Audit Committee if
the Select-Shopper Plan is approved.
STOCKHOLDERS ENTITLED TO VOTE AND VOTE REQUIRED.
Directors will be elected by a plurality of the votes cast by the
holders of shares of Common Stock represented and voting at the Meeting, in
person or by proxy.
SELECT-SHOPPER ASKS ALL STOCKHOLDERS TO VOTE FOR THE ELECTION OF
SELECT-SHOPPER' CANDIDATES TO SERVE AS DIRECTORS UNTIL THE NEXT ANNUAL
MEETING OF STOCKHOLDERS. THE PROXY ENCLOSED HEREWITH WILL BE VOTED FOR EACH
PROPOSAL UNLESS THE STOCKHOLDER SPECIFICALLY VOTES AGAINST ONE OR MORE
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PROPOSALS OR EXPRESSLY ABSTAINS FROM VOTING. SINCE SELECT-SHOPPER HAS
PROPOSED THE PLAN AS AN INTEGRATED WHOLE, SELECT-SHOPPER MAY ELECT TO
ABANDON THE PLAN IN ITS ENTIRETY IF ALL ELEMENTS OF THE PLAN ARE NOT
APPROVED BY THE STOCKHOLDERS.
PROPOSED REVERSE SPLIT
At the date of this Proxy Statement, the Company has an aggregate of
50,000,000 shares of Common Stock issued and outstanding. Since (i)
Select-Shopper believes that the optimal capital structure will vest it
with control over 95% of the Company's Common Stock upon the completion of
the business combination transaction contemplated between the Company and
Select-Shopper.com, Inc. and (ii) Select-Shopper believes an ultimate
capitalization in the 2,500,000 to 5,000,000 share range is appropriate for
a small public Company and that a capitalization of 5,000,000 to 10,000,000
shares is appropriate for a larger Company, Select-Shopper believes that it
will be in the best interest of the Company and its Stockholders to reduce
the number of outstanding shares to approximately 500,000 shares by means
of a reverse split and then issue 5,400,000 restricted shares and 300,000
registered shares to Select-Shopper.com,Inc. as compensation for the
acquisition of all of its operations. Select-Shopper believes such action
will optimize the number of shares issued and outstanding after a business
combination transaction, result in a higher reported market price for the
Common Stock of the combined companies, and reduce the market volatility of
the Common Stock of the combined companies. These changes, in turn, are
expected to enhance the overall perception of the Common Stock among
institutional investors and larger brokerage firms. These goals, if
achieved, are expected to enhance the Company's ability to raise additional
equity capital, and attract new market makers and institutional
stockholders.
Select-Shopper believes that the proposed reverse split will be
beneficial to the Company by significantly reducing the number of issued
and outstanding shares of Common Stock, reducing the expected level of
price volatility, and otherwise stabilizing the anticipated market price of
the Common Stock. Select-Shopper also believes the proposed reverse split
would increase the Company's posture and relative worth of its shares in
the eyes of the investment community, although there is a risk that the
market may not adjust the price of the Company's Common Stock by the ratio
of a reverse split. Select-Shopper is aware of instances where only modest
price appreciation per share has resulted from a reverse stock split.
Trading in the Common Stock thereafter will be at prices determined by
supply and demand and prevailing market conditions, which will not
necessarily result in the Common Stock of the Company maintaining a market
price in proportion to the reverse split effected.
The Common Stock is currently registered under Section 12(g) of the
Exchange Act, and as a result, the Company is subject to the periodic
reporting and other requirements of the Act. The proposed reverse split
will not effect the registration of the Common Stock under the Act, and the
Company has no present intention of terminating its registration under the
Act in order to become a "private" company.
Other than the decrease in the total shares to be outstanding, no
substantive changes are being made in the rights of Common Stock.
Accordingly, upon the Effective Date of a reverse split, each holder of
record of new shares would be entitled to one vote for each new share held
at each Meeting of the Stockholders in respect to any matter on which
Stockholders have the right to vote. Stockholders have no cumulative voting
rights, nor will they have the preemptive right to purchase any additional
shares of Common Stock. Holders would be entitled to receive, when and as
declared by the Company's Board of Directors, out of earnings and surplus
legally available therefor, any dividends payable either in cash, in
property or in shares of the capital stock of the Company.
No fractional new shares will be issued. Each holder of less than
one-hundred shares will be issued one share in exchange for whatever number
of shares, be it one or any other number up to one-hundred, that they
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previously held. No stockholder will suffer the complete elimination of
their stock due to this reverse split. If a stockholder holds only one
share, under the directive noted herein, this shareholder will receive one
share of stock in the surviving company.
As soon as practical after the Effective Date of a reverse split, the
Company will mail letters of transmittal to each holder of record of a
stock certificate or certificates which represents issued shares of Common
Stock outstanding on the Effective Date. The letter of transmittal will
contain instructions for the surrender of such certificate or certificates
to the Company's transfer agent in exchange for the certificates
representing the number of whole shares of new Common Stock into which the
shares of Common Stock have been converted as a result of a reverse split.
No payment will be made or new certificate issued to a stockholder until he
has surrendered his outstanding certificates together with the letter of
transmittal to the Company's transfer agent.
STOCKHOLDERS ENTITLED TO VOTE AND VOTE REQUIRED
The affirmative vote of the holders of a majority of all shares of
Common Stock represented and voting at the Meeting, in person or by proxy,
will be required to approve the proposed reverse split. Stockholders have
no right under Delaware law or the Certificate of Incorporation to dissent
from a reverse split.
SELECT-SHOPPER ASKS ALL STOCKHOLDERS TO APPROVE THE PROPOSED REVERSE
SPLIT. THE PROXY ENCLOSED HEREWITH WILL BE VOTED IN FAVOR OF THE PROPOSED
REVERSE SPLIT UNLESS THE STOCKHOLDER SPECIFICALLY VOTES AGAINST THE
PROPOSAL OR EXPRESSLY ABSTAINS FROM VOTING. SINCE SELECT-SHOPPER HAS
PROPOSED THE PLAN AS AN INTEGRATED WHOLE, SELECT-SHOPPER MAY ELECT TO
ABANDON THE PLAN IN ITS ENTIRETY IF ALL ELEMENTS OF THE PLAN ARE NOT
APPROVED BY THE STOCKHOLDERS.
ISSUANCE OF COMPENSATION SHARES
As part of its Plan, Select-Shopper proposes to issue a total of
300,000 shares of Common Stock ("Compensation Shares") to individuals
designated by Select-Shopper as compensation for services rendered in
connection with the implementation of the Plan. The purpose of this
proposed grant of Compensation Shares is to increase the personal stake of
the Grantees in the Company since the Company's long-term business
objectives will be dependent in large part upon their efforts, expertise
and abilities.
Subject to Stockholder approval, the Company intends file a Form S-8
Registration Statement to register the 300,000 Compensation Shares under
the Securities Act. Thereafter, the Compensation Shares will be issued from
time to time to individuals designated by Select-Shopper who have
materially participated in the implementation of the Plan. Such shares will
not, however, be issued to finders or for services rendered in a capital
raising transaction.
A Grantee will recognize income for federal tax purposes at the time
the Compensation Shares are issued. In general, the amount of ordinary
income recognized by a Grantee will equal the fair market value of the
Compensation Shares on the date of grant. Gain or loss (if any) from a
disposition of Compensation Shares after the Grantee recognizes ordinary
income will generally constitute short or long-term capital gain or loss.
The Company will be entitled to a tax deduction at the time the Grantee
recognizes ordinary income on the Compensation Shares.
STOCKHOLDERS ENTITLED TO VOTE AND VOTE REQUIRED
The affirmative vote of the holders of a majority of all shares of
Common Stock represented and voting at the Meeting, in person or by proxy,
will be required to approve the proposed issuance of 300,000 Compensation
Shares to persons designated by Select-Shopper.
-13-
SELECT-SHOPPER ASKS ALL STOCKHOLDERS TO APPROVE THE PROPOSED ISSUANCE
OF 300,000 COMPENSATION SHARES. THE PROXY ENCLOSED HEREWITH WILL BE VOTED
IN FAVOR OF THE PROPOSED ISSUANCE OF COMPENSATION SHARES UNLESS THE
STOCKHOLDER SPECIFICALLY VOTES AGAINST THE PROPOSAL OR EXPRESSLY ABSTAINS
FROM VOTING. SINCE SELECT-SHOPPER HAS PROPOSED THE PLAN AS AN INTEGRATED
WHOLE, SELECT-SHOPPER MAY ELECT TO ABANDON THE PLAN IN ITS ENTIRETY IF ALL
ELEMENTS OF THE PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.
APPROVAL OF NAME CHANGE
AND BUSINESS COMBINATION FORMAT
In general, a business combination may be structured in the form of a
merger, consolidation, reorganization, joint venture, franchise, licensing
agreement or purchase of the stock or assets of an existing business.
Certain business combination transactions, such as a statutory merger, are
complex to negotiate and implement and require stockholder approval from
both parties to the merger. On the other hand, the simplest form of
business combination is commonly known as a reverse takeover. In a reverse
takeover transaction, the stockholders of the privately-held company
exchange their private company shares for newly issued stock of the public
company. As a result of the transaction, the privately-held company becomes
a wholly-owned subsidiary of the Public Company and due to the large number
of public company shares that are customarily issued to stockholders of the
privately-held company, those stockholders end up with a controlling
interest in the public company and are then free to appoint their own slate
of officers and directors.
By using an existing public company, a privately-held concern that
wants to establish a public market for its stock can start with an existing
stockholder base. In addition, there are usually several brokers who will
have an interest in the newly reorganized company because they have stock
on their books.
There are several potential problems that arise in connection with a
reverse takeover. First,there may be large blocks of stock in the hands of
individuals who are eager to sell at any price, thereby making it difficult
to support the market during the period immediately after the
reorganization. Second, in addition to inheriting the stockholders and
brokers associated with the public company, the stockholders of the private
company will also inherit the business history of the public company.
Accordingly, a thorough due diligence investigation of the public company
and its principal stockholders is essential to ensure that there are no
unreported liabilities or other legal problems.
In general, reverse takeovers are viewed with some skepticism by both
the financial community and the regulatory authorities until the
reorganized company has been active for a sufficient period of time to
demonstrate credible operating performance. Until this performance is
demonstrated, it can be difficult to raise additional money for a company
that went public through a reverse takeover transaction. Therefore, the
reverse takeover strategy is most appropriate in cases where the purpose
for establishing a public trading market is not related to a perceived
short-term need for additional capital. If a privately-held company
believes that substantial additional capital will be required within the
next 6 to 12 months, a reverse takeover transaction may not be the best
alternative.
In connection with a business combination transaction, it is almost
certain that management of the acquisition target will require the Company
to change its name to one selected by the Board of Directors or
stockholders of the acquisition target. Since it is also almost certain
that the stockholders of the acquisition target will possess sufficient
voting power to cause the Company to change its name after the acquisition,
Select-Shopper is seeking prior stockholder authorization for a change in
the Company's name that is (i) a negotiated element of a business
combination transaction of the type contemplated by the Plan, and (ii)
communicated to all Stockholders of the Company as soon as possible
following the consummation of the Plan.
-14-
STOCKHOLDERS ENTITLED TO VOTE AND VOTE REQUIRED
Authorization of Name Change. The affirmative vote of the holders of a
majority of all shares of Common Stock represented and voting at the
Meeting, in person or by proxy, will be required to authorize an amendment
to the Company's Certificate of Incorporation to effect a Change in the
Company's name that is (i) a negotiated element of a business combination
transaction of the type contemplated by the Plan, and (ii) communicated to
all Stockholders of the Company as soon as possible following the
consummation of the Plan.
SELECT-SHOPPER ASKS ALL STOCKHOLDERS TO APPROVE EACH OF THE FOREGOING
PROPOSALS. THE PROXY ENCLOSED HEREWITH WILL BE VOTED FOR EACH PROPOSAL
UNLESS THE STOCKHOLDER SPECIFICALLY VOTES AGAINST ONE OR MORE PROPOSAL OR
EXPRESSLY ABSTAINS FROM VOTING. SINCE SELECT-SHOPPER HAS PROPOSED THE PLAN
AS AN INTEGRATED WHOLE, SELECT-SHOPPER MAY ELECT TO ABANDON THE PLAN IN ITS
ENTIRETY IF ALL ELEMENTS OF THE PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.
THE REST OF THIS PAGE IS DELIBERATELY LEFT BLANK
-15-
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the shareholdings of those persons who
own more than five percent of the Company's common stock as of the date of
this Report:
Name and Address
Percent of Class Shares Beneficially
of Beneficial Owner Owned
Terry A. Branson 15,387,596
Dominic Man-Kit Lam 14,482,202
SOS & Co. 2,000,000
Limit & Co. 3,922,000
The above information is taken from the last filed 10-K for May 24,
1996 Neither the Transfer Agent nor Select-Shopper has information which
would indicate this information is still not the best available.
Select-Shopper believes that all of these individuals has sole investment
and voting power with regard to the securities listed opposite his name.
ADDITIONAL INFORMATION
The Board, upon the recommendation and with the financial assistance
of Select-Shopper, has engaged the public accounting firm of Harmon &
Company, CPA, Inc. of Columbus, Ohio to audit the Company's financial
statement for the period ending December 31, 1997. A representative from
the firm of Harmon & Company, CPA, Inc. will attend the meeting and be
available to answer questions from stockholders.
Additional materials enclosed herewith include copies of the Company's
Annual Report on Form 10K for the year ended December 31, 1997. The Form
10-K is incorporated herein by this reference and all disclosures herein
relating to the Company and its management, business and financial
condition are qualified in their entirety by reference to the Form 10-K.
This solicitation is being conducted by Select-Shopper.com,Inc. on
behalf of Agristar, Inc. The cost of soliciting proxies in the accompanying
form will be advanced by Select-Shopper and reimbursed by the Company if,
as and when a suitable business combination transaction is effected. There
is no known opposition to the solicitation. In addition to solicitations by
mail, Directors, officers and regular employees of Select-Shopper may
solicit proxies by telephone, telegram, fax or personal solicitation.
Brokers, nominees, fiduciaries and other custodians will be instructed to
forward soliciting material to the beneficial owners of shares held of
record by them, and such custodians will be reimbursed for their expenses.
The persons designated as proxies to vote shares at the Meeting intend
to exercise their judgment in voting such shares on other matters that may
properly come before the Meeting. Select-Shopper does not expect that any
matters other than those referred to in this proxy statement will be
presented for action at the Meeting.
ANNUAL REPORT
The Annual Report on Form 10-KSB of the Company, including financial
statements and schedules, may be obtained by any person without charge on
written request to: Agristar Inc. 711 Liberty Street Chesapeake, Virginia
23324
By Order of the Board of Directors
Terry A. Branson
President/CEO
-16-
STOCK PURCHASE AGREEMENT
PREFACE : THE ACQUISITION BY ONE CORPORATION, EXCHANGING NINETY
PERCENT OF ITS VOTING STOCK FOR SUBSTANTIALLY ALL OF THE PROPERTIES OF
ANOTHER CORPORATION, IS HEREIN STRUCTURED AS A TRANSACTION IN WHICH NO GAIN
OR LOSS SHALL BE RECOGNIZED FOR INCOME TAX PURPOSES PURSUANT TO
SECTIONS 355 AND 368 OF THE INTERNAL REVENUE SERVICE CODE OF 1986, AS
AMENDED.
THIS STOCK PURCHASE AGREEMENT ["Agreement"], executed on the date (or
dates) set forth below, by and between:
AGRISTAR, INC. ["Agristar"] a Delaware Corporation, and
acting through its duly authorized officer, Terry A. Branson. Agristar
Inc. is engaged by this Agreement in two separate and distinct
capacities. Agristar is both the "Company" and the "Seller".
Accordingly, Agristar shall hereinafter be referred to as the
"Company" if the specific passage engages Agristar in its capacity
as the Company; and as the "Seller" if the passage engages Agristar in
its capacity as the Seller of stock; and as "Agristar" if the passage
engages both capacities, referring to the Company and the Seller;
- and -
Select-Shopper.com, Inc., a Virginia Corporation with its
principal place of business located at 711 Liberty Street, Chesapeake,
Virginia 23324 and acting through its duly authorized officer
Shelia R. Rodgers, and hereinafter referred to as the Purchaser;
Declare as their mutual intent and purpose as follows.
WHEREAS, Agristar Inc. constitutes a dormant company with no staff, no
functioning business and no revenues; and
WHEREAS, shareholders of Select-Shopper approved a Reorganization, to
be effected pursuant to Section 368(a) of the Internal Revenue Code and
consisting of the acceptance of a 42.16 to one reverse split by existing
shareholders, simultaneous with the issuance of a ninety-five percent block
of stock surrendered to a qualified Purchaser, and further conditioned upon
the Purchaser of this ninety-five percent block of stock transferring their
business properties and management into Agristar in a noncash transaction,
thereby imbuing Agristar with a new business purpose; and
WHEREAS, by virtue of a mandate returned in proxy solicitation from
the stockholders, the Seller is fully vested with authority to sell, convey
and confer good title for ninety-five percent of the Company's existing
voting securities; and
WHEREAS, Purchaser hereby affirms its avowed purpose to purchase said
shares in a private placement transaction and pursuant to a section 368(a)
Reorganization;
WHEREAS, this Stock Purchase Agreement is being executed concomitantly
with an Acquisition / Merger Agreement, the terms of which address the
administration of the two corporate parties, and the terms of said
Acquisition / Merger Agreement constitute an integral part of the
consideration supporting this Stock Purchase Agreement such that without
said Acquisition / Merger Agreement, this Stock Purchase Agreement is
rendered a nullity; and
-1-
NOW, THEREFORE, in consideration for the foregoing covenants and with
both Parties intended to be legally bound, Agristar hereby agrees to sell
ninety-five percent of its outstanding voting securities in blocks more
fully described in Exhibit A attached hereto, and Purchaser agrees to
purchase said securities and conduct its business from this point hence
under the corporate aegis of Agristar pursuant to the following terms and
conditions.
Section 1 - DEFINITION OF TERMS.
(a) Reorganization refers to the acquisition by one corporation, in
exchange for all or a controlling part of its voting stock, for
substantially all of the properties of another corporation, such that the
transaction qualifies, pursuant to sections 355 and 368 of the Internal
Revenue Service Code of 1986, as amended, as a transaction in which no gain
or loss shall be recognized and, therefore, need not be includable by any
shareholder as income upon receipt of stock at the transaction's
conclusion.
(b) Closing shall refer to a formal meeting between Agristar and the
Purchaser convened to perform the following functions: to execute all
agreements necessary to effect the above described Reorganization, to
transfer all corporate records, and to sign all documentation required by
the SEC for the Company's maintenance of its Registration. It is further
understood that unless and until all of the above referenced functions have
been performed, a Closing, as defined herein, has not occurred and, if any
documents or orders have been executed or issued prior to an aborted
Closing, all such documents and orders shall be rescinded and all such acts
taken shall be declared null and void.
(c) Shares shall refer to the Common Stock sold pursuant to this
Agreement.
Section 2 - SALE AND TRANSFER OF THE COMPANY'S SHARES
(a) Subject to the terms and conditions hereof, at the Closing, and
subsequent to the signing of this Agreement, the Seller shall do the
following.
(1) Sign and date a previously reviewed and approved Corporate
Resolution which orders a 42.16 to one reverse split for all existing
shareholders; the issuance of the shares which are surrendered by existing
shareholders to the Purchaser; the specific consideration which is to be
exchanged by the Purchaser for said shares; that said shares are Common
Stock with $.01 par value and full voting privileges; and the name of the
corporate officer authorized by the corporation to act on behalf of the
Company and notify the stock transfer agent to effect this reverse split
and then issue the securities to Purchaser which have just been
surrendered.
(2) Sign and date a previously prepared and approved letter of
instruction to the Company's stock transfer agent, American Stock Transfer
& Trust Co. ["American"], indicating the recipient (or recipients) of the
stock issued to the Purchaser, along with all of the other information
required for issuance of stock.
(3) Prepare for Purchaser's signature, a previously reviewed and
approved investment letter in which each recipient of the Purchaser's stock
acknowledges the restrictive nature of the securities to be received.
(4) (a) Sign and date a previously prepared and approved Legal Opinion
from the Company's counsel which addresses the legality of the shares to be
issued and cites the SEC exemption which is being relied upon in lieu of
registration. Said Legal Opinion will be made in favor of American and
shall further outline what steps the stock transfer agent should take, in
addition to affixing a restrictive legend to said shares (e.g. placement of
stop transfer instructions upon the Company's books), to further insure
that the securities issued are restricted.
-2-
(b) When Seller and Seller's counsel have signed and dated the
documentation described in subparagraphs (1),(2) and (4) above and,
conditioned upon and subject to the Purchaser's signature upon the
documentation described in subparagraph (3), the Seller has transferred,
conveyed and delivered to Purchaser the shares which are the subject of
this Agreement.
(c) By signing the documentation stipulated in subparagraph (3) of
paragraph (a) above, the Purchaser has formally accepted the transfer,
conveyance and delivery of the aforementioned stock. The shares which are
the subject of this Agreement will be deemed transferred and fully vested
in the Purchaser when all the documents set forth in Section 7(a) shall be
signed and delivered as required.
(5) Deliver a list of shareholders, including addresses and the amount
of shares held by each shareholder. Said list will reflect shares held in
street name for those shareholders that have opted to deposit their shares
with a licensed broker-dealer.
(6) Deliver documentary proof of stockholders' consent to implement
the onehundred-for-one reverse split and approve the Purchaser's purchase
of 95% of said shares. A letter from American advising of the tabulation of
shares shall be considered sufficient proof under this paragraph.
(7) Deliver a current Certificate of Good Standing from the
Secretary of State of Delaware for Agristar.
Section 3 - CONSIDERATION TO SUPPORT TRANSFER OF SHARES
(a) Purchaser agrees to merge an established, operating private
company, into Agristar, pursuant to an Acquisition / Merger Agreement to be
signed concomitantly with this Stock Purchase Agreement. In said
Acquisition / Merger Agreement, Purchaser shall cause Select-Shopper.com,
Inc. to transfer all of its assets, subject to all liabilities and
obligations owed by Select-Shopper.com,Inc., into Agristar. All liabilities
and obligations of Select-Shopper.com, Inc. shall be assumed by Agristar.
In return for the assumption of these liabilities and obligations,
Select-Shopper.com, Inc. shall cancel all of its capital stock and its
present charter in the State of Virginia, and thereafter,
Select-Shopper.com, Inc. shall operate solely under the charter of Agristar
in the State of Delaware.
(b) The shareholders of Select-Shopper.com, Inc. shall certify through
a sworn and notarized statement of its corporate secretary, that at a duly
convened stockholders meeting, and with a sufficient plurality to comply
with any applicable statute in force and governing Select-Shopper.com, Inc.
at the time of said meeting, that sufficient votes were cast by the
stockholders to transfer the assets of Select-Shopper.com, Inc. into
Agristar, subject to all liabilities and obligations owed by
Select-Shopper.com, Inc., in return for the transfer of a ninety-five
percent block of outstanding stock in Agristar. Said Secretary's
Certificate shall further state, that in consideration for the assumption
by Agristar of all liabilities and obligations owed by Select-Shopper.com,
Inc., the stockholders of Select-Shopper.com, Inc. have further agreed to
cancel all of its stock and, then, voluntarily dissolve the corporate
charter. Said Secretary's Certificate shall be attached to this Stock
Transfer Agreement as Exhibit B.
(c) Purchaser further undertakes to effect the cancellation of the
capital stock and charter of Select-Shopper.com, Inc. by filing with the
Secretary of State of Virginia, the appropriate petition and attachments
necessary for dissolving the charter of Select-Shopper.com, Inc. Proof of
said filing shall be lodged in the Company's Corporate Minute Book as soon
as practical following this Closing.
Section 4 - REPRESENTATIONS AND WARRANTIES BY THE COMPANY
(a) Organization. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of
-3-
Delaware. The Company is operating under the same corporate charter in
effect when the Company's Registration Statement was approved by the SEC.
The Company has all requisite corporate power and authority to own, lease
and operate properties and to conduct any lawful business.
(b) Authorized Capitalization. The authorized capitalization of the
Company consists of fifty million [50,000,000] shares. Of said shares,
50,000,000 authorized shares are designated as Common Stock with $0.01 par
value per share; and five million 5,000,000 authorized shares are
designated preferred stock with a par value of $0.01 per share. There are
50,000,000 shares of Common Stock issued and outstanding, prior to the
execution of this Stock Purchase Agreement. Subsequent to this Stock
Purchase Agreement and the successful consummation of a Closing for the
Reorganization of Agristar, these shareholders will hold 500,000 shares and
the Purchaser, through recipients and in blocks of stocks reflected in
Exhibit A attached hereto, shall hold 5,700,000 shares of Common Stock. The
total issued and outstanding stock of the Company shall become 6,200,000
shares.
(c) Description of Securities. The Shares of Common Stock have been
duly authorized, validly issued and are fully paid and nonassessable with
no personal liability attaching to the ownership thereof. This Offer of
stock is made pursuant to a Private Offering Exemption. The stock hereby
issued to Purchaser is not Registered with the SEC and, as a consequence,
each certificate will be burdened with a restrictive legend.
(d) Stock Transfer Agent. The Company has appointed American to serve
as its stock transfer agent. American served as the Company's stock
transfer agent while the stock was actively traded on NASDAQ. To the extent
practical, American has restored the Company's previous stock transfer
records.
(e) Authority. Management of Agristar has been duly empowered by the
stockholders to execute this Agreement and to perform any and all acts
necessary to consummate the Reorganization and restructuring of Agristar.
(f) Financial Statements. The Company's financial statements are
complete and were prepared in accordance with generally accepted accounting
principles applied on a consistent basis with prior periods. These
statements accurately reflect the financial position of the Company as of
the dates indicated for said audits.
(g) No Undisclosed Liabilities. Except as set forth in the Company
Financial Statements previously delivered to Purchaser, the Company is not
aware of any liabilities for which the Company is liable or will become
liable in the future.
(h) Books and Records. The books and records of the Company are
complete and correct. Said books have been maintained in accordance with
good business practices.
(j) Power of Attorney. The Company has no powers of attorney or
similar authorizations outstanding as of this time.
(k) No Litigation. There are no actions, suits, claims, complaints or
proceedings pending or threatened against the Company, and there are no
facts which would provide a valid basis for any such action, suit or
proceeding. There are no orders, judgments or decrees of any governmental
authority outstanding which specifically apply to the Company or to its
officers or directors.
(l) Full Disclosure. All statements made in this Agreement and in any
other written document delivered by or on behalf of the Company is true and
correct in all material respects and does not omit any material fact
necessary to make the statements contained therein misleading in light of
the circumstances in which they were made.
-4-
Section 5 - REPRESENTATIONS AND WARRANTIES BY SELLER / DISCLAIMER
(a) Title to the Shares. Seller warrants that it has the authority to
convey good title for the Shares surrendered by existing shareholders and
possesses full lawful authority to transfer said Shares to the Purchaser.
All said Shares which are being transferred are free and clear of any
liens, encumbrances, pledges, charges and assessments of any kind or type
or of any nature whatsoever. No person has any preemptive rights or rights
of first refusal with respect to any of these Shares. There exists no
voting trust, voting agreement, or outstanding proxy with respect to any of
these Shares.
(b) Investment Intent. The subject shares have not been the subject of
a public offer and are being sold to Purchaser for investment purposes
only, and not with a view to make a sale or distribution of any part
thereof.
(c) Broker's and Finders' Fees. Seller has not incurred and will not
incur, directly or indirectly, any liability for brokerage or finders' fees
or agents' commissions or any similar charges in connection with this
Agreement, the Acquisition / Merger Agreement or any other transaction
contemplated hereby.
(d) Disclaimer. Seller makes no representations or warranties
whatsoever as to a market for its stock or that a market for its stock may
develop in the future.
Section 6 - REPRESENTATIONS AND WARRANTIES BY PURCHASER
(a) Organization. The Purchaser is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of
Virginia. The Purchaser has all requisite corporate power to enter into
this Agreement and consummate this transaction.
(b) Investment Intent. Purchaser is acquiring these Shares for
investment purposes and not with a view to the sale or distribution of any
part thereof.
(c) Full Disclosure. All statements made by the Purchaser in this
Agreement and in any other written document delivered by or on behalf of
the Purchaser to Agristar or to its counsel is true and correct in all
material respects and does not omit any material fact necessary to make the
statements contained therein misleading in light of the circumstances in
which they were made.
(e) Compliance with Laws. The Company is not in violation of any
federal, state or local law and the Company has not received any actual or
threatened complaint, citation or notice of violation or notice of the
commencement of an investigation into any alleged violation of law from any
governmental authority.
(f) Compliance with SEC Regulations. Purchaser warrants that he is
aware of the responsibilities which attach when a company becomes public.
Purchaser further warrants that he is prepared to comply with all SEC rules
and regulations, beginning with an 8 - K Current Report which shall be due
when this Closing is fully consummated. Purchaser further undertakes to
attach a copy of this Stock Purchase Agreement, the Acquisition / Merger
Agreement, and other documents deemed pertinent by Purchaser's counsel, to
said filing as Exhibits to Form 8-K.
(g) Stockholder Relations. Purchaser warrants that he is cognizant of
the responsibilities owed by public companies to stockholders, and
Purchaser further warrants that he will maintain proper stockholder
relations, including convening an annual meeting and mailing an annual
report to all shareholders of record.
(i) Reasonable Review. Purchaser represents that this Stock Purchase
Agreement, the accompanying Acquisition / Merger Agreement, the Certificate
of the Secretary Concerning stockholder approval of the merger for the
-5-
Delaware Secretary of State, the Amendment to the Company's Registration
Statement for the SEC, the instructions for the stock transfer agent, all
Minutes of the Board of Directors meetings, the Definitive Proxy Statements
mailed to stockholders of record, the tabulation of results and the
documentation of stockholder consents, and all SEC filings from 1989 to the
present time have been presented to Purchaser's counsel preparatory to this
Closing and, where applicable, said documents were presented in draft form
with opposing counsel's views solicited for the final version. Further,
Purchaser confirms that this Closing was not convened until Purchaser's
counsel evidenced his acceptance and / or his written approval to the
effect that all documents to be executed herein were satisfactory.
(j) No Stock Benefits. Purchaser warrants that the entire ninety-five
percent block of stock which is being conveyed pursuant to this Agreement,
will be received by recipients chosen by the Purchaser, and among said
recipients, no existing officer or director of Agristar is included.
Section 7 - DOCUMENTS TO BE EXECUTED AND / OR DELIVERED
(a) The following documents form an integral part of this Agreement
and constitute conditions precedent for ownership of the Shares to vest in
the Purchaser. If any of these documents are not signed or delivered, the
failure to do so shall give rise to a cause of action by the other for
nullification:
(1) The Corporate Resolution of Agristar detailed in Section 2,
paragraph (a) (1) above;
(2) The letter of instruction to the Company's stock transfer agent,
American Stock Transfer & Trust Co. ["American"], conferring stock to the
recipients set forth in Exhibit A attached hereto;
(3) An investment letter, to be signed by the Purchaser, acknowledging
the restrictive nature of the securities to be conveyed;
(4) The Legal Opinion from the Company's counsel which addresses the
legality of the Shares to be issued and cites the SEC exemption which is
being relied upon in lieu of registration.
Section 8 - MISCELLANEOUS
(a) Applicable Law. This Agreement shall be construed under the
commercial laws enacted by the Delaware Legislature, as interpreted by the
Delaware Courts.
(b) Attachments. This Agreement incorporates by reference two
attachments, an Exhibit A, which sets forth the list of recipients for the
Purchaser's stock, and Exhibit B, which contains a Secretary's Certificate
for the Company and a Secretary's Certificate for the Purchaser's business.
Unless said Exhibits are attached to this Agreement and initialed by both
parties, this Agreement is not complete.
IN WITNESS WHEREOF, the Parties attest to their approval of the above
terms and conditions and affix their signatures below, as evidence thereof.
AGRISTAR SELECT-SHOPPER.COM, INC.
- ------------------------------ -------------------------------
By Terry A. Branson /President By Shelia R. Rodgers/President
Dated : ___________ Dated : _____________
-6-
LETTER OF NON-DISTRIBUTIVE INTENT
Ref. : Agristar, Inc. / Terry A.Branson
Common Stock / Certificate #'s
Dear Mr. Branson;
In connection with the acquisition of the securities referenced above,
you represent that you are making this purchase without a view to the
distribution of said securities.
Mr. Branson accepts the condition that before any transfer occurs in
connection with the resale of the securities which are the subject of this
acquisition, written approval must first be obtained from counsel for the
issuer. Issuer represents that such approval shall not be unreasonably
withheld. The basis of consideration shall be compliance with the
requirements of the Securities Act of 1933 by reason of the exemption under
Section 4(1) of the Securities Act of 1933 and Rule 144 promulgated
thereunder.
It is understood that upon issuance of any stock certificate in
accordance with this letter, the issuer will have placed thereupon a legend
setting forth the restricted character of these securities and further
indicating that these securities have not been registered under the
Securities Act of 1933, and that they may not be offered, sold,
transferred, pledged or hypothecated without the prior written approval of
Issuer's counsel concerning the certificate in question.
It is further understood that the Issuer's stock transfer agent has
been ordered to effectuate transfers of this certificate in accordance with
the above instructions.
All of the foregoing correctly express my intentions and I fully
understand the representations made herein.
By Terry A.Branson
Social Sec. # ______________
Subscribed and sworn to before me
this ___ day of ___________, 1999
- ---------------------------------
-7-
EXHIBIT A
Existing Shares 500,000
Compensatory Shares 300,000
240,000 shares for Select-Shopper, Inc.
20,000 shares each for Gil Carolino,
Shelia Rodgers and Terry Branson
Division Shares - Restricted 350,000
100,000 shares Russ Ford
100,000 shares Sal Veni
50,000 shares Christopher Duxler
50,000 shares Richard Sutherland
50,000 shares Tim Washburn
Employees (to be determined) - Restricted 22,000
Terry A. Branson 716,000
Shelia R. Rodgers 716,000
Terry Luckett 716,000
Total 3,320,000
Debentures
$115,200 equals 2,880,000 Restricted Shares
Convertible at $0.04 per share [each $1,000 Debenture equals 25,000
shares]
Terry A. Branson $36,000 equals 900,000 shares
Shelia R. Godgers $36,000 equals 900,000 shares
Gil Carolino $36,000 equals 900,000 shares
Terry Luckett $7,200 equals 180,000 shares
Total 2,880,000
Total Capitalization 6,200,000 shares
-8-
PROXY - Agristar Inc.
Annual Meeting of Shareholders - June 18, 1999
The undersigned hereby appoints Terry A.Branson, and grants him with
full power to appoint his substitute, attorneys and proxies to represent
the shareholder and to vote and act with respect to all shares that the
shareholder would be entitled to vote on all matters which come before the
annual meeting of shareholders of Agristar referred to above and at any
adjournment of that meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF THIS PROXY
IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATIONS ARE MADE, THE SHARES WILL BE VOTED FOR EACH
OF THE PROPOSALS ON THIS PROXY. THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER,
INCLUDING SUBSTITUTION OF DIRECTOR NOMINEES, WHICH MAY COME BEFORE THE
MEETING.
(Continued and to be signed on the reverse side.)
FOR WITHHELD Nomination: Terry A. Branson,
1. Election of [ ] [ ] Shelia R. Rodgers,
Directors Gil Carolino
FOR AGAINST ABSTAIN
2. Proposed and Reverse [ ] [ ] [ ]
Split
FOR AGAINST ABSTAIN
3. Issuance of [ ] [ ] [ ]
Compensation Shares
FOR AGAINST ABSTAIN
4. Approval of Name [ ] [ ] [ ]
Change and Business
Combination Format
SIGNATURE(S) _______________________________________ DATE ________ , 1999
NOTE: Please sign exactly as your name appears on this proxy. If signed
for estates, trust, or corporations, title or capacity should be
stated. If shares are held jointly, each holder should sign.