1
Exhibit: 4.5FT
STOCK PURCHASE AGREEMENT - GOETT
THIS STOCK AGREEMENT is made and entered into on the date
hereinafter set forth, by and between VINCENT W. GOETT and MELISSA TURNER GOETT,
husband and wife, (collectively "Goetts"), and FUTECH EDUCATIONAL PRODUCTS,
INC., an Arizona corporation (the "Corporation").
RECITALS:
A. The Corporation is a corporation organized and validly
existing under the laws of the State of Arizona and is authorized to issue up to
a total of 10,000,000 shares of common capital stock without par value.
B. Currently, there are 7,792,665 shares of common capital
stock issued and outstanding, leaving 2,207,335 shares available for issuance
from the Corporation.
C. Goetts desire to acquire ten percent (10%) of the common
capital stock of the Corporation consisting of 865,852 shares of common capital
stock, on the terms and conditions set forth herein.
D. This Agreement sets forth the terms under which Goetts will
purchase no par value, voting, capital common stock of the Corporation.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual agreements,
covenants, and undertakings hereinafter contained, it is mutually agreed as
follows:
1. RECITALS INCORPORATION. The Recitals set forth above are
hereby incorporated by reference.
2. PAYMENT AND ISSUANCE OF SHARES. Upon the execution of this
Agreement, Goetts shall pay to the Corporation the sum of ONE MILLION DOLLARS
($1,000,000.00) consisting of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) cash
and SIX HUNDRED THOUSAND DOLLARS ($600,000.00) to be supplied by means of Goetts
obtaining a line of credit in said amount for Corporation immediately upon
signing of this Agreement. The line of credit shall be made at commercially
reasonable terms approved by Corporation. Goetts shall be obligated to pay all
costs and expenses in obtaining the line of credit, and shall make all payments
on the line of credit. On or
2
before June 1, 1994, Goetts shall cause the line of credit to be reduced by
$200,000; on or before October 1, 1994, Goetts shall cause the line of credit to
be reduced by an additional $200,000, and on or before January 25, 1995, the
line of credit shall be paid in full and cancelled. Goetts may extend the
aforestated payment dates an additional thirty (30) days provided no defaults
exist under the line of credit. Corporation acknowledges that Corporation will
be signatory on the line of credit for not more than twenty percent (20%) of the
first monies to be paid on the line of credit. Corporation shall be obligated to
grant security against $750,000 of equipment owned by the Corporation. In return
for the $400,000.00 cash and the $600,000.00 line of credit (to be paid by
Goetts), Corporation will issue a Stock Certificate to Goetts for EIGHT HUNDRED
SIXTY-FIVE THOUSAND EIGHT HUNDRED FIFTY TWO (865,852) shares of the common
capital stock of the corporation. (the "Shares"). The certificate evidencing the
Shares will be imprinted with a conspicuous legend stating that the Shares have
not been registered under the Securities Act of 1933, as amended (the "Act"),
and referring to certain restrictions on transfer or encumbrance of the Shares.
3. REGISTRATION RIGHTS. The Corporation does not intend to
file a registration statement under the Act. Instead, the corporation intends to
rely on the "private placement" exemption contained in Section 4(2) of the Act.
4. REPRESENTATIONS OF THE CORPORATION. The Corporation
represents, warrants and covenants as follows:
a. The Corporation is a corporation duly organized, validly
existing and in good standing under the laws of the State of Arizona
and has the corporate power to carry on its business as it is now being
conducted.
b. The sale of Shares to Goetts, under this Agreement, has
been duly and validly authorized by the Corporation by all necessary
corporate actions; there are no preemptive rights with respect to the
Shares, and such Shares, when issued, will be validly issued, fully
paid and non-assessable.
5. REPRESENTATIONS OF GOETTS. Goetts represent, warrant and
covenant as follows:
a. Goetts are familiar with the business and affairs of the
Corporation and realize an investment in the Shares involves a high
degree of risk.
b. Goetts have been advised that there will be no public
market for the Shares; they may not be able to readily liquidate their
investment; the Shares have not
-2-
3
been registered or qualified under Federal or State laws governing the
issuance of securities; and the Corporation has no current intention of
registering the Shares or reporting under the Act or any comparable or
related Federal or State law.
c. Goetts acknowledge that they are acquaintances of Stephen
McTaggart and Debra McTaggart, the majority shareholders of the
Corporation; that the issuance of stock hereunder is a private
transaction, and hereby waive all claims and causes of action of any
kind or nature relating to any subsequent assertion that this
transaction is not private.
d. Goetts are accredited investors and acknowledge that their
overall commitment to investments which are not readily marketable is
not disproportionate to their net worth, and their investment in the
Shares will not cause such overall commitment to become excessive; that
Goetts have adequate means of providing for their current needs and
personal contingencies, and has no need for liquidity of this
investment; that Goetts have evaluated the risk of investing in the
Corporation; that Goetts are aware of the financial risks and possible
financial hazards of purchasing the Shares and they have carefully
considered these risks and hazards; and that Goetts are able to bear
the economic risk of the investment, including the possibility of a
complete loss thereof. Goetts agree to provide their financial
statements to Corporation upon execution of this Agreement, and if
requested, to provide updated financial statements annually (to be held
confidential by Corporation and its attorneys and accountants).
e. The Shares are being acquired solely for the purpose of
investment; are not being purchased for distribution, subdivision, sale
or fractionalization thereof to the public generally; Goetts have no
contract, undertaking, agreement or arrangement with any person to
sell, transfer or pledge to anyone else the Shares or any part thereof;
Goetts have no present plans to enter into such contract, undertaking,
agreement or arrangement, and Goetts are the sole parties in interest
of the Shares and as such are vested with all legal and equitable
rights in such Shares.
f. Goetts agree the Corporation will restrict the
transferability of the Shares and will cause the certificate evidencing
the Shares to bear a legend stating such reasonable and agreed upon
restrictions against transfer. In this regard, Goetts agree to
-3-
4
execute, simultaneously herewith, a Stock Restrictions And Sale
Agreement.
g. Goetts acknowledge that all documents, records and books
pertaining to this investment have been made available for inspection
by Goetts, their attorney and accountant. Goetts and their
representatives have had the opportunity to ask questions of, and
receive answers from, the officers of the Corporation concerning the
operation of the Corporation's business, and to obtain any additional
information which the officers of the Corporation possess or can
acquire without unreasonable effort or expense which is necessary to
verify the accuracy of the information requested and given to Goetts.
Goetts are purchasing the Shares without being furnished any offering
literature or prospectus.
h. Goetts acknowledge that they have obtained financial
statements of the Corporation, and that the Corporation has the right
to utilize their investment for the payment of presently outstanding
obligations of the Corporation.
i. Goetts have been advised that this is a start-up
corporation in its early stages of development and marketing, that mass
production has just commenced on a limited number of orders, and that
no financing is presently in place to permit mass production to
continue. Further, Goetts have retained an attorney and an accountant
to represent their individual interests and provide proper counseling
as to the risks and proper analysis of the investment, and said counsel
have discussed, among other items, the requirements of being qualified
as an accredited investor. Goetts acknowledge that they are not relying
on the law firm of Warner Angle Roper & Hallam, P.C. for advice or
counsel in this matter and that said law firm is merely documenting the
purchase of the Shares.
6. ADDITIONAL STOCK PURCHASES. Should stock of the Corporation
at any time be increased, such increase shall be offered to, and may be
subscribed to by Goetts in proportion to their shareholdings at that time at the
price being offered to the new shareholder. Goetts shall have fifteen (15) days
to complete the purchase of new stock at which time this pre-emptive right shall
expire.
7. SURVIVAL. The representations, warranties and covenants
contained in Paragraphs 4 and 5 shall survive transfer of the Shares.
-4-
5
8. ATTORNEYS' FEES. The prevailing party in any action to
enforce the terms and conditions shall be entitled to recover its reasonable
attorneys' fees and court costs.
9. CONSTRUCTION. Where the context of this Agreement requires,
the singular shall be construed as the plural, and neuter pronouns shall be
construed as masculine and feminine pronouns, and vice versa. This Agreement
shall be construed according to its fair meaning and neither for nor against any
party hereto.
DATED the 27 day of January, 1994.
"GOETTS"
/s/ Vincent W. Goett
---------------------------------------
VINCENT W. GOETT Date
Social Security No.
--------------------
Phone No. 602-949-0533
------------------------------
/s/ Melissa Turner Goett 1/27/94
---------------------------------------
MELISSA TURNER GOETT Date
Social Security No.
--------------------
Phone No. 602-949-0533
------------------------------
"CORPORATION"
FUTECH EDUCATIONAL PRODUCTS, INC.,
an Arizona corporation
By: /s/ Stephen McTaggart 1/27/94
------------------------------------
Stephen McTaggart Date
Its: President
-5-