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 Report: July 12, 2007
Baxx Systems Inc.
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(FORMERLY BARRINGTON SCIENCES CORPORATION)
(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
33-27042-NY 93-0996537
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(Commission File No.) (I.R.S. Employer Identification No.)
1107 Bennet Drive
Port Coquitlam, British Columbia, Canada V3C 6H2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (604) 868-7400
Section 1.01
Entry into a material Definitive Agreement
1. On July 10, 2007 the Stockholders of Baxx Systems Inc. approved the
acquisition of all the issued and outstanding shares of Baxx Systems Inc
(Canada) Baxx Systems Inc. (Canada) becomes a wholly owned subsidiary of Baxx
Systems Inc.
Section 9.01
Financial Statements and Exhibits
Exhibit: Agreement between Baxx Systems Inc and Baxx Systems Inc (Canada) for
the acquisition of all the issued and outstanding shares of Baxx Systems Inc
(Canada)
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Baxx Systems Inc
/s/ Lorne Broten
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By: Lorne Broten
Its: Chief Financial Officer
Date: July 12, 2007
SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated as of and with effect from May 15, 2007
BETWEEN:
BAXX SYSTEMS Inc., a Federally Incorporated Company in Canada and the
shareholders of Baxx Systems Inc.: Namely: George Moore, Paul Alkhoury,
Lorne Broten, Dr. Anthony Reynolds and Jim Lambright
(Collectively hereinafter referred to as "Baxx")
AND:
Baxx Systems Inc. A Nevada Corporation (Formerly Barrington Sciences
Corporation)
1107 Bennet Drive
Port Coquitlam, BC V3C 6H2
(hereinafter referred to as "BSC")
WHEREAS:
A. BSC is a company incorporated under the laws of the State of NEVADA.
B. Baxx has entered into an agreement with Paul Alkhoury to purchase the
"Intelligent Retrofit (TM) "Patent Pending Technology developed by Paul
Alkhoury.
C. BSC has agreed to purchase all the outstanding shares in Baxx in exchange
for 3,511,238 common shares of BSC.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the covenants and agreements herein contained, the parties hereto covenant
and agree with each other as follows:
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ARTICLE 1
DEFINITIONS
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1.1. Closing Date" As soon as ratified by shareholders of BSC.
1.2. Material Change" means, if used in relation to Baxx, a change in its
proposed business, operations, assets or ownership that would reasonably be
expected to have a significant effect on the value of its capital or
assets, and includes a decision to implement that change made by its
directors, or by senior management who believe that confirmation by the
directors is probable.
1.3. "Time of Closing" means 10:00 a.m. (Vancouver Time) on the Closing Date.
ARTICLE 2
PURCHASE OF SHARES
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2.1. Purchased Shares and Consideration
Subject to the terms and conditions of this Agreement and based on the
warranties and representations herein contained, on the Closing Date:
(a) BSC will issue 3,511,238 common shares to the shareholders of Baxx.
(b) The shareholders of Baxx will cancel all shares owned by them in BSC
and return them to treasury. This will transpire as soon as the
shareholders of BSC have ratified the transaction outlined in this
agreement.
(c) The deemed price of Baxx Shares shall be $ 0.001 per Share.
3.7 Final Closing Date
In the event that the transactions contemplated by this Agreement do not
complete on the Closing Date, this Agreement will terminate and be of no further
force and effect, unless all the parties otherwise agree to an extension to the
Closing Date in writing.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BAXX
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4.1 In order to induce BSC to enter into and consummate the transactions
contemplated herein, Baxx represents and warrants to and covenants with BSC
as follows:
(a) Baxx is a Canadian Federally Incorporated company in good standing
with unlimited authorized share capital.
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(b) The memorandum and articles of Baxx and the registers of shareholders,
registers of directors, and the minutes of shareholders and directors
meetings of Baxx contained in the minute book, copies of which will be
delivered to BSC, are accurate and complete and document all material
occurrences and actions of Baxx since incorporation, and all meetings
of directors and shareholders have since incorporation, been duly
held.
(c) Baxx has good and marketable title to all of its assets. Patents and
Trademarks.
(d) As far as Baxx is aware neither the Business of Baxx nor any of the
assets infringes any registered patents, trademarks or copyrights of
any third parties.
(e) As of the closing date Baxx shall have 3,511,238 common shares issued
as per schedules A. No other shares have been issued or subscribed
for.
(f) Other than as disclosed in this Agreement, no person, firm or
corporation has any agreement or option or any right capable of
becoming an agreement for the purchase of any shares from treasury in
the capital of Baxx or any right capable of becoming an agreement for
the purchase, subscription or issuance of any of the unissued shares
in the capital of Baxx.
(g) Baxx has the corporate power to carry out the transactions
contemplated herein.
(h) The documents and information to be delivered to BSC and its advisors
by Baxx pursuant to this Agreement shall be accurate and complete.
(i) Save and except for any immaterial errors and omissions, there are no
liabilities, contingent or otherwise, of Baxx which are not disclosed
or reflected in this Agreement and the documents attached as Schedules
thereto, and Baxx has not guaranteed, or agreed to guarantee, any
debt, liability or other obligation of any person, firm or corporation
other than as disclosed herein. There are no liabilities of any other
party capable of creating a lien or charge on any of the assets of
Baxx.
(j) Baxx is a start up corporation and as such it has not incurred any
operating costs to date and it has not made any capital expenditures
except as disclosed herein.
(k) There is no basis for and there are no actions, suits, judgments,
investigations, arbitration or proceedings in progress, outstanding,
pending or, to the knowledge of the Directors threatened against or
relating to Baxx or affecting the Business, Premises or the Baxx
Shares at law or in equity or before or by any federal, provincial,
state, municipal or other governmental department, commission, board,
bureau or agency.
(l) Baxx has not experienced nor is it or the Directors of Baxx aware of
any occurrence or event, which had, or might reasonably be, expected
to have, a materially adverse effect on the results of the Business.
(m) This Agreement has been duly executed and delivered by the Directors
of Baxx and is a valid and binding obligation of the company.
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4.2 Representations and Warranties
On the Closing Date, the representations and warranties of Baxx and the
Directors contained in this Agreement will be true and correct as if made on and
as of the Closing Date.
4.3 Indemnity by Baxx and Directors
Without prejudicing any other remedy available to BSC at law or in equity, Baxx
and the Directors shall indemnify and save harmless BSC from and against all
reasonably and properly incurred costs, losses, damages or expenses suffered or
incurred by BSC in any manner arising out of or relating to:
(a) any representation or warranty of Baxx or Directors set forth in this
Agreement being untrue or incorrect or the failure of Baxx or the
Directors of Baxx to observe or perform any of its obligations
pursuant hereto;
(b) any and all indebtedness or liability of Baxx existing at the time of
the Closing which was not disclosed in writing to BSC by Baxx;
(c) any misrepresentation in or omission from any certificate or other
instrument furnished to BSC by Baxx or by the Directors of Baxx
hereunder; and
(d) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any of the
foregoing.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BSC
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In order to induce Baxx to enter into and consummate the transactions
contemplated herein, BSC represents and warrants to, and covenants with Baxx and
the Shareholders as follows:
5.1 BSC is a company duly incorporated under the State of Nevada business Act
and is validly subsisting and in good standing.
5.2 The performance of this Agreement will not be in violation of the
Memorandum or By-Laws of BSC or of any agreement to which BSC is a party
and will not give any person or company any right to terminate or cancel
any agreement or any right enjoyed by BSC.
5.3 BSC has the corporate power to carry out the transactions contemplated
herein and is duly qualified to carry on business in the State of Nevada
subject to this agreement being ratified by the shareholders of BSC.
5.4 As at the date hereof, BSC has not guaranteed, or agreed to guarantee, any
debt, liability or other obligation of any person, firm or corporation.
5.5 BSC is not in breach of any laws, ordinances, statutes, regulations,
by-laws, orders or decrees to which it is subject or which apply to it.
5.6 All material transactions of BSC have been promptly and properly recorded
or filed in or with its respective books and records, and the minute book
of BSC contains all records of the meetings and proceedings of shareholders
and directors thereof.
5.7 No person has or asserts any present, future or contingent rights of
indemnification or subrogation by virtue of any transaction or happening
occurring in relation to BSC.
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5.8 BSC is not engaged or concerned in any litigation or arbitration
proceedings either as plaintiff or defendant or otherwise and there is no
basis for and there are no law suits pending or threatened against BSC or
any proceedings in respect of which BSC is liable to indemnify any party
concerned therein and that there are no claims already made which, if
pursued, might result in proceedings of any kind against BSC nor are there
any circumstances likely to cause BSC to be or become involved as a party
to any litigation or arbitration.
5.9 BSC has not given any power of attorney to any person and is not under any
obligation to give any power of attorney to any person.
5.10 The proposed purchase of the Baxx Shares contemplated herein has been duly
authorized by BSC Directors.
5.11 This Agreement has been duly executed and delivered by BSC and is a valid
and binding obligation of BSC enforceable in accordance with its terms
subject to ratification by the shareholders of BSC.
ARTICLE 6
COVENANTS OF BSC
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BSC covenants and agrees with Baxx and the Shareholders as follows:
6.1 Separate Companies
The parties acknowledge that it is their collective intention that after the
Closing Date, BSC and Baxx will continue to exist and operate as independent
corporations. Baxx will become a wholly owned subsidiary of BSC.
6.2 Representations and Warranties
On the Closing Date, the representations and warranties of BSC contained in this
Agreement will be true and correct as if made on and as of the Closing Date.
6.3 Opinion
Unless waived BSC will deliver to Baxx at the Time of Closing an opinion of BSC
counsel, addressed to Baxx, in form satisfactory to counsel for Baxx that:
(a) BSC is duly organized and validly existing under the laws of the State
of Nevada and is in good standing;
(b) Based on knowledge and belief as informed by the Directors of BSC,
such solicitors know of no claims, judgments, actions, suits,
litigation, proceedings or investigations, actual, pending or
threatened against BSC which might materially affect any business,
properties, assets, prospects or conditions, financial or otherwise,
of BSC or which could result in any material liability to BSC.
(c) Baxx can waive the opinion requirements.
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6.4 Indemnity by BSC
BSC shall indemnify and save harmless Baxx from and against any and all costs,
losses, damages or expenses suffered or incurred Baxx in any manner arising out
of or relating to:
(a) any misrepresentation or non-fulfillment of any covenant on the part
of BSC under this Agreement; and
(b) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any of the
foregoing.
6.5 Books and Records
During the period commencing on the date of execution of this Agreement and
ending on the Closing Date, Baxx will make available to the other party and its
directors, officers, agents and professional advisors all corporate, legal and
financial records in the possession or reasonable control of Baxx or the
Directors, and will ensure that their respective directors, officers and
professional advisors are reasonably available to assist the other party with
any and all legitimate "due diligence" enquiries. Without limiting the
foregoing, Baxx shall make available to BSC and its advisors all information
relating to the patented and proprietary intellectual property of Baxx.
ARTICLE 7
CONDITIONS OF CLOSING OF BSC
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7.1 The obligations of BSC hereunder are subject to the following conditions
for the exclusive benefit of BSC being fulfilled in all material respects
in the reasonable opinion of BSC at the Time of Closing or waived by BSC at
or prior to the Time of Closing:
(a) The representations and warranties of Baxx, the Directors of Baxx and
contained herein will be true and correct as of the date hereof and on
and as of the Closing Date with the same force and effect as though
such representations were made as of the Closing Date, save and
except, as modified by the transactions contemplated by this
Agreement;
(b) BSC and its advisors will have conducted and become satisfied with the
results of their investigation and due diligence of Baxx;
(c) Baxx, and the Directors will have complied with all covenants and
agreements herein agreed to be performed or caused to be performed by
them respectively on or before the Closing Date;
(d) No material loss or destruction of or damage to any of the assets of
Baxx will have occurred between the date hereof and the Time of
Closing; and
(e) No action or proceeding in any jurisdiction at law or in equity will
be pending or threatened by any person, company, firm, governmental
authority, regulatory body or agency:
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(f) To enjoin or prohibit the purchase and sale of the Baxx Shares as
contemplated hereby
7.2 If any of the conditions in Article 7.1 are not so fulfilled or waived, BSC
may rescind this Agreement by notice in writing to Baxx and the Directors
of Baxx. In such event, BSC will be released from all obligations under
this Agreement, and Baxx will also be released unless Baxx and the
Directors of Baxx were reasonably capable of causing such condition or
conditions to be fulfilled. The foregoing conditions in Article 7.1 may be
waived in whole or in part without prejudice to any right of rescission in
the event of the non-fulfilment of any other condition or conditions on or
before the Closing Date. A waiver will be binding only if it is in writing.
ARTICLE 8
CONDITIONS OF CLOSING OF BAXX
-----------------------------
8.1 The obligations of Baxx and the Directors hereunder are subject to the
following conditions for the exclusive benefit of Baxx being fulfilled in
all material respects in the reasonable opinion of Baxx and the Directors
of Baxx at the Time of Closing or the time referenced therein or waived by
Baxx prior to the Time of Closing:
(A) the representations and warranties of BSC contained herein will be
true and correct as of the date hereof and on and as of the Closing
Date with the same force and effect as though such representations
were made as of the Closing Date, save and except, as modified by the
transactions contemplated by this Agreement.
8.2 If any of the conditions in Article 8.1 are not so fulfilled or waived or
indemnified for, Baxx, then Baxx may rescind this Agreement by notice in
writing to BSC. In such event, Baxx and will be released from all
obligations under this Agreement, and BSC will also be released unless BSC
was reasonably capable of causing such condition or conditions to be
fulfilled.
8.3 The foregoing conditions in Article 8.1 may be waived in whole or in part
without prejudice to any right of rescission in the event of the
non-fulfilment of any other condition or conditions on or before the
Closing Date. A waiver will be binding only if it is in writing.
ARTICLE 9
CLOSING ARRANGEMENTS
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9.1 Place
The closing will take place at the Time of Closing at the offices of BSC.
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9.2 Closing Deliveries of Baxx
At the Time of Closing, Baxx will deliver the following to Barrington:
(a) Any consent, approval or notification required by any governmental
authority or any party to any contract or agreement in connection with
this Agreement;
(b) Copy of the purchase agreement between Baxx and Alkhoury.
(c) Confirmation in writing from George Moore, Lorne Broten, Dr. Anthony
Reynolds and Jim Lambright that they are cancelling the shares they
currently own in BSC subject to the shareholders of BSC approving the
acquisition of Baxx.
(d) A copy of the Patent Application for the "Intelligent Retrofit" widow
system along with patent search results in a summary form.
(e) A copy of the assignment from Paul Alkhoury to Baxx of the patent
ownership to Baxx.
9.3 Closing Deliveries of BSC
At the Time of Closing, BSC will deliver the following to Baxx:
(f) Certified copies of resolutions of the directors of BSC authorizing
the transactions contemplated herein,
(g) Copy of shareholder ratification.
(h) Share certificates issued to the persons listed in schedule "A"
9.4 Closing Escrow
All documents shall be delivered in escrow and all matters of payment,
execution, delivery of closing documents shall be deemed to be concurrent
requirements and it is specifically agreed that nothing will be complete at the
Closing until everything required to complete the Closing has been paid,
executed, delivered or fully registered, as the case may be. This to be signed
off by each party.
ARTICLE 10
GENERAL PROVISIONS
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10.1 Reliance
Baxx acknowledge and agree that BSC has entered into this Agreement relying on
the representations, warranties, covenants and agreements and other terms and
conditions of this Agreement and that no information which is now known, which
may hereafter become known or which could upon investigation have become known
to BSC or any of their present or future officers, directors or professional
advisors, will in any way limit or extinguish any rights BSC may have against
the Directors and Baxx.
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10.2 Survival of Representations
The representations, warranties, covenants and agreements of Baxx, the Directors
contained in this Agreement and any document or certificate given pursuant
hereto or thereto will survive the closing of the transaction contemplated
herein and remain in full force and effect notwithstanding any waiver by BSC
unless such waiver was made after notice in writing by Baxx, to BSC setting
forth the breach.
10.3 Severability
If any provisions of this Agreement are determined to be void, invalid or
unenforceable in whole, or in part for any reason whatsoever, it will not be
deemed to affect or impair the validity or enforceability of any other
provisions herein, and such unenforceable provisions or part thereof will be
treated as severable from the remainder of this Agreement.
10.4 Notice and Legal Fees
Except as otherwise specifically set forth herein, each of the parties will bear
the fees and disbursements of their respective lawyers, accountants and
consultants engaged by them respectively in connection with this Agreement.
Any notice, direction or other instrument required or permitted to be given
hereunder will be in writing and may be given by mailing the same postage
prepaid or delivering the same by facsimile or email as follows:
To Baxx: 15826 - 98th Avenue,
Surrey, BC V4N 2V3
To BSC: 1107 Bennet Drive
Port Coquitlam, BC V3C 6H2
or to such other address as a party may specify by notice as aforesaid and will
be deemed to have been received, if delivered, on the date of delivery if it is
a business day and otherwise on the next succeeding business day and, if mailed,
on the fifth business day following the posting thereof except if there is a
postal dispute, in which case all communications will be delivered.
10.6 Confidentiality and Non-Disclosure
During the term of this Agreement, except with the prior written consent of the
other parties, each of the parties and its respective employees, officers,
directors, shareholders, agents, advisors and other representatives will hold
all information received from any other party in strictest confidence, except
such information and documents available to the public or as are required to be
disclosed by applicable law.
No disclosure or announcement, public or otherwise, in respect of this Agreement
or the transactions contemplated herein will be made by any party without the
prior written agreement of the other parties as to timing, content and method,
provided that the obligations herein will not prevent any party from making,
with notice to the other parties, such disclosure as its counsel advises is
required by applicable law.
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In the event that this Agreement is terminated for whatever reason, all
confidential information and documents supplied by a party and all copies of
such information will be returned to the originating party.
10.7 No Substantial Changes in Business or Corporate Structure of Baxx
Until the earlier of the Closing Date or the termination of this Agreement, Baxx
will not, directly or indirectly, solicit, initiate, assist, facilitate, promote
or encourage proposals or offers from, entertain or enter into discussions of
negotiations with or provide information relating to their securities, business,
operations, affairs or financial condition to any persons, entity or group in
connection with a proposed financing.
10.8 Time of Essence
Time will be the essence of this Agreement.
10.9 Further Assurances
Each of the parties will execute and deliver such further documents and
instruments and do such acts and things as may, before or after the Closing
Date, be reasonably required by another party to carry out the intent and
meaning of this Agreement
10.10 Proper Law
This Agreement will be construed and enforced in accordance with, and the rights
of the parties will be governed by the laws of the State of Nevada.
10.11 Benefit and Binding Nature of the Agreement
This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.
10.12 Counterparts
This Agreement may be executed in any number of counterparts or by facsimile,
each of which will together, for all purposes, constitute one and the same
instrument, binding on the parties, and each of which will together be deemed to
be an original, notwithstanding that all of the parties are not signatory to the
same counterpart or facsimile.
10.13 Included Words
Words importing the singular include the plural and vice-versa, and words
importing gender include all genders.
10.14 Entire Agreement
This Agreement constitutes the entire Agreement between the parties and there
are no representations or warranties, express or implied, statutory or otherwise
and no agreements collateral hereto other than as expressly set forth or
referred to herein.
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10.15 Modifications and Approvals
No amendment, modification, supplement, termination or waiver of any provision
of this Agreement will be effective unless in writing signed by the appropriate
party and then only in the specific instance and for the specific purpose given.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto
effective as of the date and year first above written.
Baxx Systems Inc. Nevada (Formerly Barrington Sciences Corporation)
Per:
// Jim Lambright//
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Jim Lambright, Director
Baxx Systems Inc. Canada
Per:
//George Moore//
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George Moore, Director
George Moore
//George Moore//
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Dr. Anthony Reynolds
//Dr. Anthony Reynolds//
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Lorne Broten
//Lorne Broten//
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Jim Lambright
//Jim Lambright//
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Paul Alkhoury
// Paul Alkhoury//
- --------------------------