EXHIBIT 2.3
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, made this 22nd day of July 1996, between
LITTLE PRINCE PRODUCTIONS, LTD., 38 South Audley Street, London W1Y 5DH (the
"Seller") and FRANCES KATZ LEVINE, 621 Clove Road, Staten Island, New York 10310
(the "Buyer").
WHEREAS, Seller is the sole shareholder of all of the issued and
outstanding capital stock (the "LPPL Stock") of LPPL Corp., a New York
Corporation ("LPPL").
WHEREAS, at a special meeting of the shareholders of Seller, which was
held on February 29, 1996, the shareholders of Seller approved a resolution
authorizing the Board of Directors of Seller to sell or dissolve LPPL.
WHEREAS, Buyer and the Board of Directors of Seller believe that it
will be in the best interests of the shareholders of Seller for Buyer to
purchase the LPPL Stock, re-incorporate LPPL under the laws of the State of
Delaware, increase the authorized capital stock of LPPL, and distribute shares
of the LPPL to the shareholders of Seller in accordance with the requirements of
the Securities Act of 1933, as amended (the "Securities Act") and all other
applicable federal and state securities regulations.
WHEREAS, Seller is willing to sell, assign and transfer all of its
right, title and interest in the LPPL Stock to Buyer upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties do agree as follows:
1. AGREEMENT
1.1 Sale and Purchase of Stock
Buyer agrees to purchase and the Seller agrees to sell at the Closing,
on the Closing Date, as those terms are defined below, all of the issued and
outstanding stock of LPPL (the "LPPL Stock") in exchange for the purchase price
set forth in Paragraph 1.2 below (the "Purchase Price").
1.2 Purchase Price
The Purchase Price for the LPPL Stock shall consist of the following:
(a) Ten United States Dollars ($10); and
(b) Buyer's agreement hereby given to use her best efforts to
effect and complete within one year from the date of this
agreement, at no cost to the Seller, the following
transactions:
(i) Reincorporation of LPPL under the laws of the State
of Delaware and, concomitantly therewith, the
effectuation of an increase in the authorized capital
stock of LPPL so as to facilitate the share issuances
and distribution contemplated hereunder and
(ii) Distribution of shares of the common stock of LPPL to
the shareholders of Seller, of record as at the date
hereof (the "Record Date"), at a ratio of one share
of the common stock of LPPL for every one (1) share
of the common stock of the Parent held as at the
Record Date, or at such other ratio as shall be
required by the attendant circumstances, which
distribution shall be made in accordance with the
requirements of all applicable federal and state
securities laws and regulations.
1.3 Failure of Consideration
Buyer agrees that in the event that she fails to complete the actions
constituting consideration for her purchase of the LPPL Stock hereunder, as set
forth, above, in Paragraph 1.2(b) of this agreement, within one year from the
date of this agreement, she shall immediately take all steps necessary to
dissolve LPPL Corp. and deliver any remaining assets after dissolution to
Seller.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
Seller represents, warrants and covenants to Buyer that:
(a) Seller has full and valid title to the shares of LPPL Stock and
there are no existing impediments to the sale and transfer of such shares to
Buyer; the said shares are free and clear of all liens, charges, security
interests, and encumbrances whatsoever and such shares constitute 100% of the
issued and outstanding shares of LPPL.
(b) Seller has full right, power, legal capacity, and authority to
enter into this agreement and to sell and deliver the LPPL Stock pursuant to the
terms of this agreement.
(c) Seller acknowledges and agrees that Buyer will incur substantial
costs and expenses in respect of the value of the legal services to be furnished
by Buyer as well as reorganization and filing fees and accounting, printing and
distribution costs associated with reincorporating and recapitalizing LPPL and
distributing shares of the LPPL common stock to the shareholders of Seller
pursuant to the requirements of all applicable federal and state securities
regulations. Seller further acknowledges and agrees that Buyer may be
compensated for her time and services and, in addition, may finance, pay or
defray all or part of such costs
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and expenses through the issuance of shares of common stock of LPPL Corp., as
Buyer shall determine.
(d) Seller agrees that commencing upon execution of this agreement,
Buyer and her agents and representatives shall have reasonable access to the
books of account and any and all other records of LPPL and Seller reasonably
related to this agreement, and LPPL's filing and disclosure obligations under
the federal securities laws and any other applicable federal, state or local
laws, rules or regulations. Seller and its counsel and accountants will
cooperate with Buyer so as to enable her to effect the actions described in
Paragraph 1.2(b) above, as expeditiously and economically as possible and in
pursuance thereof will provide Buyer with such information, documentation and
other matters, including but not limited to all materials respecting LPPL
prepared by Seller in connection with its filing and disclosure obligations
under the federal securities laws, as Buyer shall reasonably request. Whenever
possible, Seller shall furnish such materials on computer diskette.
(e) Upon execution of this agreement, any of the corporate financial
records, minute books, and other documents and records of LPPL Corp. which are
not already in the possession of A. Joseph Tandet will be turned over in their
entirety to the Buyer; provided, however, that Seller shall be entitled to
retain a copy of all records provided to Buyer for its corporate records.
(f) Upon execution of this agreement, Seller will deliver to Buyer the
resignations, effective as at such time, of any persons, other than Mr. Tandet,
who hold positions as officers or directors of LPPL.
(g) There are not more than twenty-four million, nine hundred
ninety-nine thousand, two hundred and thirty-six (24,999,236) shares of common
stock of the Seller issued and outstanding as of the date hereof and there are
no outstanding warrants, options or commitments of any nature which may cause
authorized but unissued shares of the capital stock of the Parent to be issued
to any person, other than fifty thousand (50,000) shares to be issued to Mr.
Tandet.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
Buyer represents, warrants and covenants to Seller that:
(a) Buyer shall use her best efforts forthwith to effect and complete
all of the actions constituting consideration for her purchase of the LPPL Stock
as set forth, above, in Paragraph 1.2(b) of this agreement, at the sole expense
of LPPL, including reimbursement of any expenses incurred by Seller's counsel or
accountants in complying with the requirements of Paragraph 2.1(d) of this
agreement.
(b) In the event Buyer is unable to comply with the requirements of
Paragraph 1.2(b) of this agreement within one year from the date hereof, she
shall comply with the requirements of Paragraph 1.3 of this agreement.
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(c) Buyer has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the LPPL Stock. Buyer recognizes that her investment in the LPPL Stock involves
a high degree of risk.
(d) Mr. Tandet is currently the chief executive officer of LPPL and
will continue to serve as such following execution of this agreement and will
use his best efforts to ensure that until the distribution of shares of common
stock of LPPL to the shareholders of Seller is effected, LPPL shall:
(i) Conduct its business and operations solely in the
usual, normal and ordinary course;
(ii) Except as provided for in this agreement, make no
distributions to its shareholders of any of its
assets or properties by way of dividends, purchase of
shares, redemptions or otherwise;
(iii) Except as may be required to effect the transactions
contemplated by this agreement, pay no salary, wages,
bonus or compensation to any officer, employee,
representative or agent of LPPL other than in the
ordinary course of business under employment
arrangements in effect on the date of this agreement
or otherwise in accordance with LPPL's presently
existing administrative programs and, in the case of
employees who are not officers and directors, in
accordance with periodic review and adjustment of
salaries consistent with past practices;
(iv) Not sell, transfer or dispose of any of its material
properties or assets whatever, tangible or intangible
except full and fair consideration in the usual,
normal and ordinary course of business;
(v) Make no purchases or acquisitions of any real or
personal property except in the usual, normal and
ordinary course of business;
(vi) Not subject any of its property or assets whatever,
tangible or intangible, to any mortgage, lien,
pledge, hypothecation or encumbrance in any manner
except for full and fair consideration in the usual,
normal and ordinary course of business;
(vii) Except as may be required to effect the transactions
contemplated by this agreement, not borrow any money,
make any unusual or extraordinary expenditures or
incur or become liable for any obligations or
liabilities;
(viii) Not make any loans or advances or extend any credit;
and
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(ix) Except as may be required to effect the transactions
contemplated by this agreement, not amend it bylaws,
certificate of incorporation or other charter
documents or make any changes in its business
policies and operations.
4. CLOSING
(a) The Closing of this agreement shall take place simultaneously with
the execution of this agreement, via telephone and telefax, with all deliveries
of documents to be made by recognized overnight courier.
(b) At the Closing, Seller shall deliver to Buyer the certificates
representing the LPPL Stock duly endorsed in blank and with stock powers
executed in blank attached thereto and Buyer will deliver the cash portion of
the Purchase Price to Seller.
5. GENERAL
5.1 Binding Effect
This agreement shall inure to the benefit of and be binding upon the
Buyer and the Seller and their respective heirs, executors, administrators,
successors, assigns and legal representatives.
5.2 Notices
Any notice, report or demand required or permitted by any provision of
this agreement shall be sent by certified mail or recognized overnight courier,
in all cases with written confirmation of receipt required, to the parties
hereto at the addresses set forth above or to any other address as shall be
designated from time to time by the respective parties. Receipt of notice shall
be deemed effective on delivery.
5.3 Brokerage
Buyer and Seller represent to each other that neither has employed any
broker or entered into any agreement for the payment of any fees, compensation,
or expense to any person, firm or corporation in connection with the within
transaction, and each agrees to hold and save the other harmless from any such
fees, compensation or expenses which may be suffered by reason thereof;
provided, however, that each party hereto shall bear its own counsel fees, costs
and expenses other than as specified in this agreement.
5.4 Counterparts
This agreement may be executed in any number of counterparts, each of
which shall be an original, but all such counterparts shall constitute one and
the same instrument.
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5.5 No Oral Change; Assignment
This agreement may not be changed or terminated orally. The terms of
this agreement are to apply to and bind the legal representatives, successors
and assigns of the respective parties.
5.6 Governing Law
This agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of New York.
5.7 Partial Invalidity
If any term or provision of this agreement or the application thereof
to any party or circumstances shall to any extent be invalid or unenforceable,
the remainder of this agreement or the application of such term or provision to
parties or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this agreement shall be valid and enforced to the fullest extent permitted by
law.
5.8 Number, Gender
Wherever herein the singular number is used, the same shall include the
plural, and the masculine gender shall include the feminine and neuter genders.
5.9 Headings
The Paragraph headings herein are intended for convenience in finding
the subject matters, are not to be taken as part of this agreement and are not
to be used in determining the intent of the parties to this agreement.
5.10 Further Assurances
At any time, and from time to time, after the date of this agreement,
each party will execute such additional instruments and take such action as may
be reasonable requested by the other party to confirm or perfect title to any
property transferred or to be transferred in accordance with the terms hereof or
otherwise to carry out the intent and purposes of this agreement.
5.11 Waivers
Each party hereto may:
(a) By written approval extend the time for performance of any of
the obligations of another party if requested in writing by
such other party;
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(b) Waive in writing any inaccuracies in representations and
warranties made to it contained in this agreement or any
exhibit hereto or any certificate or certificates delivered by
another party pursuant to this agreement;
(c) Waive in writing the failure of performance of any of the
conditions herein expressed, or alternatively rescind for such
failure; and
(d) Waive in writing compliance with any of the covenants herein
contained by another party and so waive performance of any of
the obligations of such other party hereto.
5.12 Non-waiver
The waiver by any party hereto of any breach, default, inaccuracy or
failure by another party with respect to any provision of this agreement or any
exhibit thereto shall not operate or be construed as a waiver of any other
provision thereof or of any subsequent breach thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement the
day and year first above written.
LITTLE PRINCE PRODUCTIONS, LTD.
By /s/ Adrian P. Kirby
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Adrian P. Kirby, Chairman and President
/s/ Frances Katz Levine
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Frances Katz Levine, an individual
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