Exhibit 2.2
AMENDMENT NO. 1 TO
SHARE EXCHANGE AGREEMENT
by and among
SPORTS INFORMATION AND PUBLISHING CORP.
MICHAEL D. TANNER, HEMP TRUSTEES LIMITED
(as the corporate trustee of the HEMP Employee Benefit Trust),
JOHN FULLER and BRIAN CAMERON,
WESTEK LIMITED
and
THE HOLDERS OF SECURITIES of
HALL EFFECT MEDICAL PRODUCTS, INC.
EFFECTIVE AS OF JULY 31, 2004
This Amendment No. 1 to the Share Exchange Agreement (the "Agreement") made
and entered into as of the 30th day of June, 2004, by and among (A) Robert M.
Rubin and certain other stockholders of Sports Information, as members of the
"New Shareholder Group" (hereinafter defined) who have executed this Agreement
on the signature pages hereof (collectively, the "New Shareholders"); (B) Westek
Limited, a company organized and existing under the laws of England (the
"Westek"); (C) Abacus Trust Company Limited, a company organized and existing
under the laws of the Isle of Man (the "Majority Shareholder"), in its capacity
as trustee of the Westek Limited Employee Trust (the "Westek Employee Trust"),
(D) those additional persons who have executed this Agreement on the signature
pages hereof under the heading "Minority Shareholders" (collectively, the
"Minority Shareholders"); (E) John Fuller and Brian Cameron, individuals
(collectively, the "Management Group"); (F) SPORTS INFORMATION AND PUBLISHING
CORP., a corporation formed under the laws of the State of Colorado ("Sports
Information"), (G) MICHAEL D. TANNER, an individual (the "Sports Information
Principal Stockholder") and (H) HEMP Trustees Limited, a company organized and
existing under the laws of England and Wales as corporate trustee of the HEMP
Employee Benefit Trust ("HEMP TL").
WITNESSETH:
-----------
WHEREAS, the New Shareholders, Westek, the Majority Shareholder, the Westek
Employee Trust, the Minority Shareholders, the Management Group, Sports
Information, the Sports Information Principal Stockholder and HEMP TL entered
into a Share Exchange Agreement (the "Share Exchange Agreement"), dated as of
June 30, 2004, a copy of which is annexed as an Exhibit hereto; and
WHEREAS, the parties now desire to amend the Share Exchange Agreement to
correct certain information regarding (i) the number of shares issued in
connection with the transactions contemplated by the Share Exchange Agreement,
and (ii) the capitalization of Sports Information both before and after the
transactions contemplated by the Share Exchange Agreement;
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Share Exchange Agreement is hereby
amended as follows:
1. The Preamble to the Share Exchange Agreement is hereby amended to be
and read as follows:
"PREAMBLE
WHEREAS, The HEMP Shareholders are the record and beneficial owners of
100% of the issued and outstanding capital stock of Hall Effect Medical
Products, Inc., a corporation organized and existing under the laws of the
State of Delaware, United States of America ("HEMP");
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WHEREAS, the HEMP TL holds 3,000,000 shares of HEMP Common Stock, as
herein after defined (the "HEMP TL Shares"), and has undertaken to issue
nil cost options to acquire such 3,000,000 shares (the "HEMP TL Options")
to the members of the Management Group;
WHEREAS, Bridge Lenders (as hereinafter defined) have rights to
convert promissory notes for 701,242.5 shares of HEMP Common Stock (the
"HEMP Bridge Lenders' Stock").
WHEREAS, Sports Information has proposed to acquire HEMP pursuant to
an exchange transaction (the "Exchange") whereby, pursuant to the terms and
subject to the conditions of this Agreement, all of the HEMP Shareholders
shall exchange 100% of the issued and outstanding shares of HEMP common
stock, $.001 par value per share (the "HEMP Common Stock") and 100% of the
issued and outstanding shares of HEMP preferred stock, $.001 par value per
share (the "HEMP Preferred Stock," and collectively with the HEMP Common
Stock, the "HEMP Capital Stock"), for (a) 34,343,662 shares of 4% voting
redeemable convertible shares of preferred stock of Sports Information (the
"Sports Information Preferred Stock"), and (b) 38,636,620 shares of common
stock of Sports Information, par value $.001 per share (the "Sports
Information Common Stock");
WHEREAS, pursuant to the terms and conditions of the Exchange and this
Agreement, HEMP TL shall exchange all of the HEMP TL Shares for 12,878,873
shares of Sports Information Common Stock (the "HEMP TL Sports Information
Shares") and HEMP TL shall issue to the members of the Management Group
options entitling such Persons to acquire options over the HEMP TL Sports
Information Shares in satisfaction of the undertaking by HEMP TL (the "HEMP
TL Sports Information Options");
WHEREAS, Sports Information has agreed to issue 1,636,233 shares of
Sports Information Common Stock to the Bridge Lenders in settlement of the
existing promissory notes entitling the Bridge Lenders to convert
outstanding debt to 701,242.5 shares of HEMP Common Stock;
WHEREAS, the obligation of the Parties to effect the Exchange is
subject to the conditions set forth in Article V hereof;
WHEREAS, the Parties intend that the Exchange qualify as a tax free
exchange transaction within the meaning of Section 351 of the Internal
Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, the Parties are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the
provisions of Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act")."
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2. Certain of the definitions included in the Share Exchange Agreement
are hereby amended to be and read a follows:
"Bridge Lenders" means the holders of promissory notes issued by the
Corporations totalling $467,495 entitling each holder to convert the
outstanding debt at a rate of 1.5 shares of HEMP Common Stock for each
$1 owed."
"Exchange Securities" means the collective reference to (a) 34,343,662
shares of Sports Information Series A Preferred Stock, duly registered
in the name of each of the Majority Shareholder and the Minority
Shareholders, all as specified on Schedule 1.3(a) to this Agreement;
(b) all 25,757,580 shares of Sports Information Common Stock, duly
registered in the name of each of the New Shareholders, all as
specified on Schedule 1.3(b) to this Agreement and (c) the 12,878,873
HEMP TL Sports Information Shares to be exchanged for a like number of
HEMP TL Shares."
3. Section 1.4 of the Share Exchange Agreement is hereby amended to be
and read as follows:
"1.4 Capitalization of Sports Information. At the Closing Sports
Information shall be authorized by its certificate of incorporation to
issue an aggregate of 60,000,000 shares of common stock, $.001 par
value per share (the "Sports Information Common Stock") and an
aggregate of 35,000,000 shares of preferred stock, $.001 par value per
share, containing such rights, designations and privileges as the
board of directors of Sports Information may from time to time
designate (the "Sports Information Preferred Stock"). At Closing (a)
an aggregate of 34,343,662 shares of Sports Information Series A
Preferred Stock shall be allocated amongst the Majority Shareholder
and the Minority Shareholders in the manner set forth on Schedule
1.4(a) to the Disclosure Schedule annexed hereto, (b) an aggregate of
25,757,580 shares of Sports Information Common Stock shall be issued
to the New Shareholders described on Schedule 1.4(b) to the Disclosure
Schedule annexed hereto, and (c) the HEMP TL Sports Information
Shares, constituting 12,878,873 shares of Sports Information Common
Stock, shall be issued to HEMP TL in exchange for the HEMP TL Shares."
4. Section 1.8(b) of the Share Exchange Agreement is hereby amended to be
and read as follows:
"(b) certificates evidencing all 25,757,580 shares of Sports
Information Common Stock, duly registered in the name of each of the
New Shareholders, all as specified on Schedule 1.3(b) to this
Agreement;"
5. Section 2.02 of the Share Exchange Agreement is hereby amended to be
and read as follows:
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"(a) There are 60,000,000 shares of capital stock of Sports
Information authorized, consisting of 50,000,000 shares of common
stock, $.001 par value per share (the "Sports Information Common
Stock") and 10,000,000 shares of preferred stock $.001 par value per
share and as of the date of this Agreement, there are 47,450,000
shares of Sports Information Common Stock issued and outstanding.
(b) Michael D. Tanner owns of record and beneficially 37,500,000
shares of Sports Information Common Stock, of which he agrees to
return 36,900,000 shares to the Company for cancellation prior to the
Closing. The balance of the Sports Information Common Stock issued and
outstanding includes Sports Information Common Stock in the public
float and restricted Sports Information Common Stock. Except as
disclosed in Section 2.02(a) above, no Sports Information Common Stock
has been reserved for issuance to any Person, and there are no other
outstanding rights, warrants, options or agreements for the purchase
of Sports Information Common Stock except as provided in this
Agreement. All outstanding shares of Sports Information Common Stock
are validly issued, fully paid, non-assessable, not subject to
pre-emptive rights and have been issued in compliance with all state
and federal securities laws or other Applicable Law.
(c) As at the date of this Agreement, the Fully-Diluted Sports
Information Shares are 47,450,000 shares of Common Stock. On the
Closing Date, the Fully-Diluted Sports Information Shares shall be
10,550,000 shares of Common Stock. After giving effect to the change
of domicile of Sports Information and the related reverse stock split
contemplated hereby, the Fully-Diluted Sports Information Shares shall
be 95,379,502 shares of Sports Information Stock on the Closing Date
of the Exchange."
6. Sections 4.02(j) and (n) of the Share Exchange Agreement are hereby
amended to be and read as follows:
"(j) Certificate of Incorporation. At the Closing Date of the
Exchange, Sports Information shall, by written consent of the Sports
Information Principal Shareholder, have authorized for issuance an
aggregate of 150,000,000 shares of capital stock, of which 100,000,000
shares shall be Common Stock, and 50,000,000 shares shall be shares of
preferred stock containing such rights, designations and privileges as
the board of directors may from time to time designate, and (ii)
contain such other terms and conditions as shall be set forth in the
certificate of incorporation of IVMD annexed hereto as Exhibit I and
made a part hereof (the "IVMD Certificate of Incorporation")."
"(n) Sports Information Stock Option Plan. At the Closing Date of the
Exchange, Sports Information shall have issued the 9,659,154
Management Group Incentive Options pursuant to Exhibit G annexed
hereto."
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2. (A) This agreement shall be construed and interpreted in accordance
with the laws of England.
(B) Except as amended hereby, the terms and provisions of the Share
Exchange Agreement shall remain in full force and effect, and the
Share Exchange Agreement is in all respects ratified and
confirmed. On and after the date of this agreement, each
reference in the Share Exchange Agreement to the " Share Exchange
Agreement", "hereinafter", "herein", "hereinafter", "hereunder",
"hereof", or words of like import shall mean and be a reference
to the Share Exchange Agreement as amended by this agreement.
(C) This agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which taken
together shall constitute a single Amendment.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first stated above.
SPORTS INFORMATION AND PUBLISHING CORP.
Dated: February 2, 2005 By: /s/ Michael D. Tanner
-----------------------------------
Name: Michael D. Tanner
Title: President and CEO
Dated: February 2, 2005 /s/ MICHAEL D. TANNER
-----------------------------------
MICHAEL D. TANNER
HEMP TRUSTEES LIMITED
Dated: , 2005 By: /s/
-----------------------------------
Name:
Title:
MANAGEMENT GROUP:
Dated: , 2005 /s/ JOHN FULLER
-----------------------------------
JOHN FULLER
Easter Shian, Glen Quaich, Amulree
Perthshire, Scotland PH8 0DB
Dated: , 2005 /s/ BRIAN CAMERON
-----------------------------------
BRIAN CAMERON
Campbell Cairns, Craigellachie
Aberlour, Scotland AB 38 9SL
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MAJORITY SHAREHOLDER:
ABACUS TRUST COMPANY LIMITED as trustee
for the Westek Limited Employee Trust
Dated: , 2005 By:
-----------------------------------
Name: __________________, Director
Address of the Majority Shareholder:
2nd Floor
60 Circular Road
Douglas Isle of Man
IM1 1SA
WESTEK LIMITED
Dated: , 2005 By:
-----------------------------------
Name: _____________________,
Title: Director
Taurus Park
Europa Boulevard
Warrington
Cheshire
WA5 7YT
England
MINORITY SHAREHOLDERS:
Dated: February 3, 2005 /s/ Emanuel Cohen
-----------------------------------
Emanuel Cohen
Address: 1 LadyThorn Court
Preofwich
Manchester M25 9HP U.K.
===================================
Dated: February 3, 2005 /s/ Rodney Philip Jackson
-----------------------------------
Rodney Philip Jackson
Address: 33 The Chesters
Argyle Road
Southport PR9 9LG United Kingdom
===================================
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UNIVERSITY OF LIVERPOOL
Dated: , 2005 By: /s/
-----------------------------------
Name:
Address:
===================================
Dated: February 2, 2005 /s/ NIGEL ALISTAIR BUIST SIMPSON
-----------------------------------
Nigel Alistair buist simpson
Address: Dept. OB/GYN, 7th Floor
Clarfadon Wing, LGE, LEEDS L12 9NS
===================================
UNIVERSITY OF LEEDS INNOVATIONS
LIMITED
Dated: February 1, 2005 By: /s/ J. Fisher
-----------------------------------
Name: J. Fisher, Director
Address:
===================================
Dated: , 2005 /s/ JAMES JOHNSTON WALKER
-----------------------------------
JAMES JOHNSTON WALKER
Address:
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WHITE ROSE TECHNOLOGY LIMITED
Dated: , 2005 By: /s/
-----------------------------------
Name: _____________,
Authorized signatory
Address:
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NEW SHAREHOLDER GROUP
Dated: January 31, 2005 /s/ Robert M. Rubin
-----------------------------------
Robert M. Rubin
Dated: January 31, 2005 /s/ Victor Kaminsky
-----------------------------------
Victor Kaminsky
Dated: , 2005 /s/ Jay Kaplowitz
-----------------------------------
Jay Kaplowitz
Dated: January 31, 2005 /s/ Stephen A. Weiss
-----------------------------------
Stephen A. Weiss
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