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 (Date of earliest event reported): January 9, 2002
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Copper Corporation
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(Exact name of registrant as specified in its charter)
Colorado 000-32247 84-1493157
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10077 E. County Line Rd., Longmont, Colorado 80501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 772-3316
7899 West Frost Drive, Littleton, Colorado 80128
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Effective as of January 9, 2002, Copper Corporation (the Company), Corporate
Management Services, Inc. (CMSI) and James B. Wiegand ("Wiegand") entered into
an Agreement for the Purchase of Common Stock pursuant to which CMSI will sell
750,000 shares of the common stock of the Company to Wiegand for $5,000. The
closing of the sale occurred January 14, 2002. The funds for the purchase price
came from the personal funds of Wiegand.
As part of this transaction, Wiegand was appointed the Secretary and President
of the Company and as a member of the Board of Directors. Prior to this
transaction there was no relationship between Wiegand and the Company or CMSI
nor did Wiegand own any securities of the Company.
Following closing of the sale, Wiegand owns approximately 61.1% of the issued
and outstanding shares of the Company and CMSI will continue to own
approximately 20.3 % of the Company's issued and outstanding shares. At closing,
all of the current officers and directors of the Company resigned and directors
designated by Wiegand will be appointed to the Company's Board of Directors.
Item 7(c). Exhibits
7.1 Agreement for the Purchase of Common Stock dated as of January 9, 2002, and
effective as of January 14, 2002 by and between Corporate Management Services,
Inc., Copper Corporation and James B. Wiegand.
SIGNATURE
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.
Date: January 24, 2002 COPPER CORPORATION
By: /s/ James B. Wiegand
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James B. Wiegand, President
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Exhibit 7.1
AGREEMENT FOR THE PURCHASE OF COMMON STOCK
AGREEMENT, made this 9th day of January, 2001, by and between Corporate
Management Services, Inc. (Shareholder,) Copper Corp.. (Copper) a Colorado
corporation, and James B. Wiegand (Wiegand) is for the purpose of setting forth
the terms and conditions upon which Corporate Management Services, Inc. will
sell to Wiegand 750,000 shares of Copper's common stock.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
SALE OF SECURITIES
1.01 Subject to the terms and conditions of this Agreement, the Shareholder
agrees to sell, and Wiegand agrees to purchase, 750,000 shares of the common
stock of Copper for $5,000. This agreement replaces that option agreement
executed by Shareholder on December 2, 2001 granting Wiegand the conditional
right to purchase shares of an unnamed corporate shell.
1.02 On December 14, 2001,Wiegand tendered funds in the amount of $5,000 to
Corporate Management Services, Inc., which amount was payment in full of the
750,000 shares of Copper Corp. Wiegand has been notified that the funds tendered
have cleared his bank and were credited to Shareholder on December 18, 2001.
Closing is considered to be at the time that the consideration has been paid by
Wiegand, Wiegand takes possession of the stock certificates representing the
750,000 shares of common stock and Corporate Management Services, Inc. delivers
all documents described below and all terms of this agreement are fulfilled.In
the event that Wiegand agrees to escrow of the stock certificates, placement of
the certificates into escrow under an escrow agreement approaved by Wiegand will
constitute delivery of the certificates to Wiegand.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Copper represents and warrants to Wiegand the following:
2.01 Organization. Copper is a corporation duly organized, validly existing, and
in good standing under the laws of Colorado, has all necessary corporate powers
to own properties and carry on a business, and is duly qualified to do business
and is in good standing in Colorado. All actions taken by the Incorporators,
Directors and/or shareholders of Copper have been valid and in accordance with
the laws of the State of Colorado.
2.02 Copper. The authorized Copper stock of Copper consists of 20,000,000 shares
of common stock, no par value, of which 1,230,000 shares are issued and
outstanding. All outstanding shares are fully paid and non assessable, free of
liens, encumbrances, options, restrictions and legal or equitable rights of
others not a party to this Agreement. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating Copper to issue or to transfer from
treasury any additional shares of its Copper stock. None of the outstanding
shares of Copper are subject to any stock restriction agreements. There are
approximately 47 shareholders of Copper. All of such shareholders have valid
title to such shares and acquired their shares in a lawful transaction and in
accordance with Colorado corporate law.
2.03 Financial Statements. Audited financial statements will be provided at the
closing and will include the balance sheets of Copper as of April 30, 2001 and
the related statements of income and retained earnings for the period then
ended. The financial statements have been prepared in accordance with generally
accepted accounting principles consistently followed by Copper throughout the
periods indicated, and fairly present the financial position of Copper as of the
date of the balance sheet included in the financial statements, and the results
of its operations for the periods indicated.
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2.04 Absence of Changes. Since October 31, 2001, there has not been any change
in the financial condition or operations of Copper, except changes in the
ordinary course of business, which changes have not in the aggregate been
materially adverse and will be fully disclosed.
2.05 Liabilities. Copper did not as of October 31, 2001 and at the signing of
this Agreement, have any debt, liability, or obligation of any nature, whether
accrued, absolute, contingent, or otherwise, and whether due or to become due,
that is not reflected in Copper's balance sheet as of October 31, 2001. Copper
is not aware of any pending, threatened or asserted claims, lawsuits or
contingencies involving Copper, its directors, officers or its common stock.
There is no dispute of any kind between Copper and any third party, and no such
dispute will exist at the closing of this Agreement. At closing, Copper will be
free from any and all liabilities, liens, claims and/or commitments .
2.06 Tax Returns. Within the times and in the manner prescribed by law, Copper
has filed all federal, state, and local tax returns required by law and has paid
all taxes, assessments, and penalties due and payable. No federal income tax
returns of Copper have been audited by the internal Revenue Service. The
provision for taxes, if any, reflected in Copper's balance sheet as of October
31, 2001, is adequate for any and all federal, state, county, and local taxes
for the period ending on the date of that balance sheet and for all prior
periods, whether or not disputed. There are no present disputes as to taxes of
any nature payable by Copper.
2.07 Ability to Carry Out Obligations. The Shareholder has the right, power, and
authority to enter into, and perform their obligations under this Agreement. The
execution and delivery of this Agreement by the Shareholder and the performance
by the Shareholder of its obligations hereunder will not cause, constitute, or
conflict with or result in (a) any breach or violation or any of the provisions
of or constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or instrument
to which Copper or the Shareholder is a party, or by which they may be bound,
nor will any consents or authorizations of any party other than those hereto be
required, (b) an event that would cause Copper to be liable to any party, or (c)
an event that would result in the creation or imposition of any lien, charge, or
encumbrance on any asset of Copper or upon the securities of Copper to be
acquired by Wiegand.
2.08 Full Disclosure. None of representations and warranties made by Copper or
the Shareholder, or in any certificate or memorandum furnished or to be
furnished by Copper or the Shareholder, or on their behalf, contains or will
contain any untrue statement of a material fact, or omit any material fact the
omission of which would be misleading.
2.09 Contracts and Leases. Copper does not and has never carried on any
business. Copper is not a party to any contract, agreement or lease. No person
holds a power of attorney from Copper.
2.10 Compliance with Laws. Copper has complied with, and is not in violation of
any federal, state, or local statute, law, and/or regulation pertaining to
Copper. Copper has complied with all federal and state securities laws in
connection with the offer, sale and distribution of its securities.
2.11 Litigation. Copper is not (and has not been) a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the Shareholders, there is
no basis for any such action or proceeding and no such action or proceeding is
threatened against Copper. Copper is not subject to or in default with respect
to any order, writ, injunction, or decree of any federal, state, local, or
foreign court, department, agency, or instrumentality.
2.12 Conduct of Business. Prior to the closing, Copper shall conduct its
business in the normal course, and shall not (without the prior written approval
of Wiegand) (i) sell, pledge, or assign any assets (ii) amend its Articles of
Incorporation or Bylaws, (iii) declare dividends, redeem or sell stock or other
securities, (iv) incur any liabilities, (v) acquire or dispose of any assets,
enter into any contract, guarantee obligations of any third party, or (vi) enter
into any other transaction.
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2.13 Corporate Documents. Copies of each of the following documents, which are
true, complete and correct in all material respects, will be attached to and
made a part of this Agreement:
(i) Articles of Incorporation;
(ii) Bylaws;
(iii) Organizational Consent of Shareholders;
(iv) Consent of Directors;
(v) List of Officers and Directors;
(vi) List of Shareholders;
(vii) 10-QSB including Balance Sheet as of October 31, 2001, together with other
financial statements described in Section 2.03;
(viii) Secretary of State Filing Receipt;
(ix) Copies of all federal and state income tax returns of Copper;
(x) Stock register and stock certificate records of Copper;
(xi) Form 10SB.
2.14 Closing Documents. All minutes, consents or other documents pertaining to
Copper to be delivered at closing shall be valid and in accordance with the laws
of Colorado.
2.15 Title. The Shareholder has good and marketable title to all of the
securities to be sold to Wiegand pursuant to this Agreement. The securities to
be sold to Wiegand will be, at closing, free and clear of all liens, security
interests, pledges, charges, claims and encumbrances of any kind. None of such
shares are or will be subject to any voting trust or agreement. No person holds
or has the right to receive any proxy or similar instrument with respect to such
shares. Except as provided in this Agreement, the Shareholder is not a party to
any agreement which offers or grants to any person the right to purchase or
acquire any of the securities to be sold to Wiegand. There is no applicable
local, state or federal law, rule, regulation, or decree which would, as a
result of the purchase of the shares by Wiegand, impair, restrict or delay
Wiegand voting rights with respect to the shares.
ARTICLE III
INVESTMENT INTENT
3.01 Wiegand agrees that the securities being acquired pursuant to this
Agreement may be sold, pledged, assigned, hypothecated or otherwise transferred,
with or without consideration (Transfer) only pursuant to an effective
registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of Copper.
3.02 Wiegand or assigns, on behalf of Copper, agrees to use his best efforts to
file a registration statement with the Securities and Exchange Commission to
register, at Wiegand' or Copper's sole expense, the resale of at least all of
the Copper shares issued to all of the Copper shareholders (except the shares
being sold hereby which may be registered or not at the sole option of Wiegand)
of record on the date of this Agreement within 60 days, which date may be
extended by Wiegand upon approaval of Shareholder, after acquiring the shares
being purchased hereby and to use his best efforts to have that registration
statement declared effective at the earliest practicable date thereafter and to
thereafter use best efforts to establish a public market for Copper's common
stock. Shareholder agrees to cooperate in all respects with this endeavor and to
assist Wiegand in any reasonable way.
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3.03 Subsequent to the transfer contemplated hereby neither Wiegand, on behalf
of Copper, or Copper will unduly delay or refuse to render legal opinions or
provide any other reasonable assistance to permit current shareholders of Copper
to transfer their securities, once a public market for the Copper shares
develops.
3.04 In the event Wiegand and Shareholder mutually agree to definitive terms for
an escrow agreement, then the shares acquired by Wiegand shall be escrowed until
such time as a registration statement as described in section 3.02 is filed with
the SEC and thereafter within 10 days following filing of the registration
statement, Shareholder will cause the escrow shares to be released to Wiegand.
ARTICLE IV
CLOSING
The closing of this transaction will occur when all of the documents and/or
consideration described below has been delivered. Unless the closing of this
transaction takes place on or before 1/20/2002, then either party may terminate
this Agreement. As part of the closing, the following documents, in form
reasonably acceptable to counsel to the parties, shall be delivered:
By the Shareholder:
A. A certificate or certificates for 750,000 shares of Copper common stock,
registered in names so designated by Wiegand as designated.
B. The resignation of all officers of Copper.
C. The resignation of all the directors of Copper.
D. A Board of Directors resolution appointing directors as designated by
Wiegand.
E. Certified Audited financial statements of Copper, which shall include a
balance sheet dated as of April 30, 2001 and statements of operations,
stockholders' equity and cash flows for the twelve month period then ended.
F. All of the business and corporate records of Copper, including but not
limited to correspondence files, bank statements, checkbooks, savings account
books, minutes of shareholder and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and contracts.
H. Within 10 days following closing Shareholder will file disclosure of this
sale of shares to Wiegand by filing Form 8-K with the SEC. Shareholder will also
complete any reports to the SEC on Forms 3, 4, and 13D as required of any party
to this transaction.
By Wiegand:
A. As described in Section 1.01, Wiegand has paid Corporate Management Services,
Inc. the amount of $5,000, representing the payment in full for the 750,000
shares of Copper common stock.
ARTICLE V
REMEDIES
5.01 Arbitration. Any controversy or claim arising out of, or relating to, this
Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in Littleton, Colorado in accordance with the Rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
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5.02 Indemnification. Each party agrees to indemnify the others against all
actual losses, damages and expenses caused by (i) any material breach of this
Agreement or any material misrepresentation of any party contained herein or
(ii) any misstatement of a material fact or omission to state a material fact
required to be stated herein or necessary to make the statements herein not
misleading.
ARTICLE VI
MISCELLANEOUS
6.01 Captions and Headings. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.
6.02 No Oral Change. This Agreement and any provision hereof, may not be waived,
changed, modified, or discharged, orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
6.03 Non Waiver. Except as otherwise expressly provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have been
made unless expressly in writing and signed by the party against whom such
waiver is charged; and (i) the failure of any party to insist in any one or more
cases upon the performance of any of the provisions, covenants, or conditions of
this Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment for the future of any such provisions, covenants,
or conditions, (ii) the acceptance of performance of anything required by this
Agreement to be performed with knowledge of the breach or failure of a covenant,
condition, or provision hereof shall not be deemed a waiver of such breach or
failure, and (iii) no waiver by any party of one breach by another party shall
be construed as a waiver with respect to any other or subsequent breach.
6.04 Time of Essence. Time is of the essence of this Agreement and of each and
every provision hereof.
6.05 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
6.06 Significant Changes. The Shareholder understands that significant changes
may be made in the Capitalization and/or stock ownership of Copper, which
changes could involve a reverse stock split and/or the issuance of additional
shares of common stock, thus possibly having a dramatic negative effect on the
percentage of ownership and/or number of shares owned by present shareholders of
Copper.
6.07 Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signatures will
be acceptable to all parties.
6.08 Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage prepaid,
and properly addressed as follows:
If to Shareholder or Copper:
George Andrews, Corporate Management Services, Inc., 7899 West Frost Drive,
Littleton, CO 88128
If to Wiegand:
James B. Wiegand, 10077 E. County Line Rd., Longmont, CO 80501.
6.09 Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
6.10 Effect of Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the closing and shall survive the closing of this Agreement.
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6.11 Mutual Cooperation. The parties hereto shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other and further
documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
AGREED AND ACCEPTED as of the date first above written.
/s/ James B. Wiegand
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James B. Wiegand
Corporate Management Services, Inc. Copper, Corp.
/s/ George Andrews /s/ George Andrews
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By: By:
George Andrews, President George Andrews, President
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