UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Event Requiring Report: September 10, 2002
NICHOLAS INVESTMENT CO, INC.
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(Exact Name of Registrant as Specified on its Charter)
000-27557 33-0788293
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(Commission File Number) (IRS Employer Identification Number)
NEVADA
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(State or Other Jurisdiction of Incorporation or Organization)
5017 Cliffrose Dr.
Las Vegas, NV 89130
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(Address of Principal Executive Offices)
(702) 214-8440
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(Registrant's Telephone Number, Including Area Code)
ITEM 2. Acquisition or Disposition of Assets.
On September 10, 2002, Nicholas Investment Company, Inc ("the Company") closed a
purchase agreement with P/R Business, Inc. ("P/R"), a wholly owned subsidiary of
AALL Finished Construction, Inc.( "AALL"), which is a wholly owned subsidiary of
Career Worth, Inc. for the purchase of an office building located at 3430 East
Russell Road, Las Vegas, Nevada 89120 ("Building"). As a down payment, the
Company issued ten million shares (10,000,000) of its restricted common stock
and 600,000 shares of its convertible preferred shares. The Company also issued
a promissory note in the amount of one million and five hundred thousand dollars
($1,500,000.00). The note is a recourse loan secured by 100% of the Company
stock. The note will have a five-year term with interest-only payments, payable
monthly at the rate of 12% per annum. There will be a balloon payment at the end
of the five-year term for the principal amount of $1,500,000.00.
The purpose of the purchase agreement was to relieve the Company of rent
expenses and to build equity in property owned by the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) Financial Statements of Businesses Acquired.
Will be provided by amended Form 8-K within 60 days.
(B) Pro Forma Financial Information.
Will be provided by amended Form 8-K within 60 days.
(C) Exhibits.
Exhibit No. Page No. Description
10 (i) 4 Purchase Agreement with P/R Business, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 20, 2002.
Nicholas Investments Co., Inc.
By: /s/ Darryl Schuttloffel
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Darryl Schuttloffel, President
Exhibit 10(i)
PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is entered into this ____ day of
September 2002 by and between P/R Business, Inc., ("P/R") a Utah corporation,
principle offices located at 3809 S. West Temple St., Suite 1-D, Salt and
Nicholas Investment Company, Inc., ("Nicholas") a Nevada corporation, principal
offices located at 5017 Cliffrose Dr., Las Vegas, NV 89130.
WHEREAS, P/R desires to sell to Nicholas the building located at 3430 East
Russell Road, Las Vegas, Nevada 89120 ("Building").
WHEREAS, Nicholas will pay the purchase price of Ten Million Shares
(10,000,000) of its restricted common stock and Six Hundred Thousand (600,000)
shares of its preferred stock as the down payment, and Nicholas will issue to
P/R, a promissory note in the amount of One Million and Five Hundred Thousand
Dollars ($1,500,0000) for a total purchase price of Two Million Five Hundred
Thousand Dollars (2,500,000).
AGREEMENT
NOW, THEREFORE, on the stated premises, which are incorporated herein by
reference, and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the Parties to be derived
herefrom, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, it is hereby agreed as follows:
1. The purchase price ("purchase price") to be paid by Nicholas is to be paid
at closing, payment as follows:
A. Ten Million (10,000,000) shares in restricted common stock of Nicholas
and valued at $0.04;
B. Six Hundred Thousand (600,000) preferred shares of Nicholas and valued
at one dollar per share which shall be convertible into the common stock of
Nicholas at 50% of the bid price; and
C. A One Million and Five Hundred Thousand ($1,500,000.00) less the value
of A and B above Secured Convertible Promissory Note (the "Note"). The Note
is a recourse loan secured by 100% of the stock of Nicholas. The
$1,500,000.00 loan will have a 5-year term with interest-only payments,
payable monthly at the rate of 12% per annum. There will be a balloon
payment at the end of the 5-year term for the principal amount of
$1,500,000.00. The interest may be paid in restricted common stock at a 50%
discount to the closing bid price on the date of issuance.
2. Nicholas agrees to make good on fee agreements for the individual
consultants who put together and helped with this transaction as per the
"Consulting Agreements."
3. Nicolas agrees to assume and be responsible for all outstanding bills and
charges owed by the Building as of the date of the closing. Further,
Nicholas agrees to assume and be responsible for a pro-rata share of all
costs, bills, utilities and expenses of P/R Business, Inc.
NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Exchange. Nicholas will pay the purchase price to P/R or assigns on or
before September 26, 2002 and Nicholas will:
a. Deliver the Shares with all the necessary executed stock powers to
transfer ownership to P/R for delivery no later than 10 days after
this Agreement is entered into, and P/R shall transfer title to the
Building to Nicholas no later than 10 days after this Agreement is
entered into.
2. Termination. This Agreement may be terminated at any time prior to the
Closing Date:
A. By Nicholas:
(1) If there shall be any actual or threatened action or proceeding by
or before any court or any other governmental body which shall seek to
restrain, prohibit, or invalidate the transactions contemplated by
this Agreement and which, in judgement of such Board of Directors made
in good faith and based upon the advice of legal counsel, makes it
inadvisable to proceed with the transactions contemplated by this
Agreement; or
(2) If the Closing shall have not occurred prior to September 26,
2002, or such later date as shall have been approved by parties
hereto, other than for reasons set forth herein.
B. By P/R:
(1) If Nicholas shall fail to comply in any material respect with any
of his covenants or agreements contained in this Agreement or if any
of the representations or warranties of P/R contained herein shall be
inaccurate in any material respect; or
In the event this Agreement is terminated pursuant to this Paragraph, this
Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.
3. Representations and Warranties of P/R. P/R hereby represents and warrants
that effective this date and the Closing Date, the following
representations are true and correct:
A. Authority. P/R has the full power and authority to enter this
Agreement and to carry out the transactions contemplated by this
Agreement.
B. No Conflict With Other Instruments. The execution of this Agreement
will not violate or breach any document, instrument, agreement,
contract, or commitment material to the business of P/R to which P/R
is a party and has been duly authorized by all appropriate and
necessary action.
C. Deliverance of Shares. As of the Closing Date, the shares to be
delivered to P/R will be restricted and constitute valid and legally
issued shares of Nicholas, fully paid and non-assessable and
equivalent in all respects to all other issued and outstanding shares
of Nicholas restricted stock.
D. No Conflict with Other Instrument. The execution of this agreement
will not violate or breach any document, instrument, agreement,
contract or commitment material to P/R.
4. Representations and Warranties of Nicholas:
Nicholas hereby represents and warrants that, effective this date and the
Closing Date, the representations and warranties listed below are true and
correct.
A. Corporate Authority. Nicholas has the full corporate power and
authority to enter this Agreement and to carry out the transactions
contemplated by this Agreement. The Board of Directors of Nicholas has
duly authorized the execution, delivery, and performance of this
Agreement.
B. No Conflict With Other Instruments. The execution of this Agreement
will not violate or breach any document, instrument, agreement,
contract, or commitment material to the business of Nicholas to which
Nicholas is a party and has been duly authorized by all appropriate
and necessary action.
C. No Conflict with Other Instrument. The execution of this agreement
will not violate or breach any document, instrument, agreement,
contract or commitment material to Niocholas.
D. Anti-Dilution. Any further issuance of shares by Nicholas will not
dilute the value of the stock below the value stated in the purchase
price.
5. Closing. The Closing as herein referred to shall occur upon such date as
the parties hereto may mutually agree upon, but is expected to be on or
before August 26, 2002.
At closing Nicholas will deliver the purchase price to P/R, and P/R will
deliver valid title to the Building to Nicholas.
6. Conditions Precedent of Nicholas to Effect Closing. All obligations of
Nicholas under this Agreement are subject to fulfillment prior to or as of
the Closing Date, as follows:
A. The representations and warranties by or on behalf of Nicholas
contained in this Agreement or in any certificate or documents
delivered to Nicholas pursuant to the provisions hereof shall be true
in all material respects as of the time of Closing as though such
representations and warranties were made at and as of such time.
B. Nicholas shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to Nicholas pursuant to the
provisions hereof shall be reasonably satisfactory to Nicholas' legal
counsel.
7. Conditions Precedent of P/R to Effect Closing. All obligations of P/R under
this Agreement are subject to fulfillment prior to or as of the date of
Closing, as follows:
A. The representations and warranties by or on behalf of P/R contained in
this Agreement or in any certificate or documents delivered to P/R
pursuant to the provisions hereof shall be true in all material
respects as of the time of Closing as though such representations and
warranties were made at and as of such time.
B. P/R shall have performed and complied with all covenants, agreements
and conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing.
C. All instruments and documents delivered to P/R pursuant to the
provisions hereof shall be reasonably satisfactory to P/R legal
counsel.
8. Damages and Limit of Liability. Each party shall be liable, for any
material breach of the representations, warranties, and covenants contained
herein which results in a failure to perform any obligation under this
Agreement, only to the extent of the expenses incurred in connection with
such breach or failure to perform Agreement.
9. Nature and Survival of Representations and Warranties. All representations,
warranties and covenants made by any party in this Agreement shall survive
the Closing hereunder. All of the parties hereto are executing and carrying
out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not
upon any investigation upon which it might have made or any
representations, warranty, agreement, promise, or information, written or
oral, made by the other party or any other person other than as
specifically set forth herein.
10. Indemnification Procedures. If any claim is made by a party which would
give rise to a right of indemnification under this paragraph, the party
seeking indemnification (Indemnified Party) will promptly cause notice
thereof to be delivered to the party from whom indemnification is sought
(Indemnifying Party). The Indemnified Party will permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting
from the claims. Counsel for the Indemnifying Party which will conduct the
defense must be approved by the Indemnified Party (whose approval will not
be unreasonably withheld), and the Indemnified Party may participate in
such defense at the expense of the Indemnified Party. The Indemnifying
Party will not in the defense of any such claim or litigation, consent to
entry of any judgement or enter into any settlement without the written
consent of the Indemnified Party (which consent will not be unreasonably
withheld). The Indemnified Party will not, in connection with any such
claim or litigation, consent to entry of any judgement or enter into any
settlement without the written consent of the Indemnifying Party (which
consent will not be unreasonably withheld). The Indemnified Party will
cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to
any such claim or litigation. If the Indemnifying Party refuses or fails to
conduct the defense as required in this Section, then the Indemnified Party
may conduct such defense at the expense of the Indemnifying Party and the
approval of the Indemnifying Party will not be required for any settlement
or consent or entry of judgement.
11. Default at Closing. Notwithstanding the provisions hereof, if Nicholas
shall fail or refuse to deliver any of the Shares, or shall fail or refuse
to consummate the transaction described in this Agreement prior to the
Closing Date, such failure or refusal shall constitute a default by
Nicholas and P/R at its option and without prejudice to its rights against
such defaulting party, may either (a) invoke any equitable remedies to
enforce performance hereunder including, without limitation, an action or
suit for specific performance, or (b) terminate all of its obligations
hereunder with respect to Nicholas.
12. Costs and Expenses. Nicholas and P/R shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement.
Nicholas and P/R have been represented by their own attorneys in this
transaction, and shall pay the fees of their attorneys, except as may be
expressly set forth herein to the contrary.
13. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
To: P/R, To Nicholas Investment Company, Inc.:
P/R Consulting, Inc., Nicholas Investment Company, Inc.
BonnieJean Tippetts: 5017 Cliffrose Drive
3809 S. West Temple St., Suite. 1-D Las Vegas, Nevada 89130
Salt Lake City, Utah 84115
14. Miscellaneous.
A. Further Assurances. At any time and from time to time, after the
effective date, each party will execute such additional instruments and take
such additional steps as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
B. Waiver. Any failure on the part of any party hereto to comply with any
of its obligations, agreements, or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.
C. Brokers. Neither party has employed any brokers or finders with regard
to this Agreement not disclosed herein.
D. Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
E. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
F. Governing Law. This Agreement was negotiated and is being contracted for
in the State of Utah, and shall be governed by the laws of the State of Utah,
notwithstanding any conflict-of-law provision to the contrary. Any suit, action
or legal proceeding arising from or related to this Agreement shall be submitted
for binding arbitration resolution to the American Arbitration Association, in
Salt Lake City, Utah, pursuant to their Rules of Procedure or any other mutually
agreed upon arbitrator. The parties agree to abide by decisions rendered as
final and binding, and each party irrevocably and unconditionally consents to
the jurisdiction of such arbitrator and waives any objection to the laying of
venue in, or the jurisdiction of, said Arbitrator.
G. Binding Effect. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs, administrators,
executors, successors, and assigns.
H. Entire Agreement. The Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements, arrangements or
understandings between the parties relating to the subject matter hereof. No
oral understandings, statements, promises or inducements contrary to the terms
of this Agreement exist. No representations, warranties covenants, or conditions
express or implied, other than as set forth herein, have been made by any party.
I. Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
P/R Business, Inc. Nicholas Investing, Inc.
By: /s/ David Wolfson By: /s/ Darryl Schuttoffel
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David Wolfson Name: Darryl Schuttoffel
President Its: President