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 28, 2000
FOUNTAIN COLONY VENTURES, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-28265 62-1458678
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1621 Altivo Way
Los Angeles, California 90026
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code 818.980.0929
__________________________________________________________
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
Split in Anticipation of Closing Under Agreement and Plan of
Reorganization
The Company has declared a 4.2 to 1 forward split of its
outstanding common stock. The Company currently has a total
of 900,000 shares of common stock issued and outstanding.
Immediately after the forward split, the Company will have a
total of approximately 3,780,000 shares of common stock
issued and outstanding. Each shareholder is entitled to receive
3.2 additional shares of common stock for each share of
common stock owned of record as of the close of business on
January 28, 2000. All fractional share interests which would
otherwise be created (if any) as a result of the forward split
shall be rounded up to the next nearest whole number.
The forward split has been authorized in the hopes of closing
under an Agreement and Plan of Reorganization Among
Fountain Colony Ventures, Inc., Green Medical Company,
Ltd., and the Shareholder of Green Medical Company, Ltd
("Agreement"). Green Medical Company, Ltd. ("Green
Medical') is a Japanese concern which owns and operates a
chain of eighteen smaller, prescription-item based pharmacies
centered mostly in Nagoya, Japan. The company also owns
and operates two such locations in Tokyo.
In accordance with the terms of the Agreement, at closing a
total of 21,420,000 new shares would be issued to Green
Medical's sole shareholder in exchange for all of the issued
and outstanding common stock of Green Medical. Current
shareholders would then hold 15% of the issued and
outstanding stock, and Green Medical's sole shareholder would
succeed to an 85% stake in the post-transaction company.
Following completion of the entire transaction, the Company
would have a total of 25,200,000 shares issued and
outstanding. Successful closing would also require resignation
of the current board of directors and the appointment of
Japanese successors.
A copy of the Agreement and Plan of Reorganization Among
Fountain Colony Ventures, Inc., Green Medical, Ltd., and the
Shareholder of Green Medical Company, Ltd., is attached as
Exhibit 1. No assurance can be made that the transaction will
close under the Agreement or that the terms of the Agreement
will not be modified before closing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibit (2) - Agreement to and Plan of Reorganization, filed as
part of this 8-K.
(b) Exhibit (2a) - Reorganization and Stock Purchase
Agreement, filed as part of this 8-K.
(c) Exhibit (20) - Investment Letter to the Board of Directors of
Fountain Colony Ventures, Inc., filed as part of this 8-K.
(d) Exhibit (99) - List of Green Medical Stockholder(s), filed as part
of this 8-K.
SIGNATURES
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.
FOUNTAIN COLONY VENTURES, INC.
(Registrant)
Date January 31, 2000
By /s/______________________
Patrick C. Brooks, President
Exhibit (1)
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
FOUNTAIN COLONY VENTURES, INC.,
GREEN MEDICAL COMPANY, LTD.,
AND THE SHAREHOLDER OF
GREEN MEDICAL COMPANY, LTD.
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into on
this 17th day of January, 2000, by and among Fountain Colony
Ventures, Inc., a Colorado corporation, (hereinafter "Fountain
Colony"), Green Medical Company, Ltd., a Japanese corporation
(hereinafter "Green Medical"), and Katumori Hayashi as the sole
shareholder of Green Medical (hereinafter referred to as "Green
Medical Stockholder").
RECITAL:
Green Medical Stockholder owns all of the issued and
outstanding capital stock of Green Medical. Fountain Colony desires
to acquire all of the issued and outstanding common voting stock of
Green Medical, making Green Medical a wholly-owned subsidiary of
Fountain Colony, and Green Medical Stockholder desires to make an
exchange of all of his common voting shares of Green Medical solely
for voting shares of Fountain Colony's common stock to be exchanged
as set out herein.
NOW, THEREFORE, for the mutual promises of the parties
and for other consideration described herein, the parties agree as
follows:
AGREEMENT
1. Plan of Reorganization. Green Medical
Stockholder is the owner of all of the issued and
outstanding common voting stock of Green Medical. A
list naming the Green Medical Stockholder and
describing his ownership of Green Medical Shares is
attached hereto as Exhibit "A". It is the intention of the
parties hereto that all of the issued and outstanding
shares of common voting stock of Green Medical
("Green Medical Shares") shall be acquired by Fountain
Colony in exchange solely for Fountain Colony voting
common stock. It is the intention of the parties that this
transaction qualify as a tax-free reorganization under
Section 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended, and related sections thereunder.
2. Exchange of Shares. Fountain Colony and
Green Medical Stockholder agree that all of the issued
and outstanding Green Medical Shares shall be
exchanged with Fountain Colony (actually with Fountain
Colony's successor Nevada corporation ("Fountain
Colony Successor") as contemplated by Section 8(d) of
this Agreement) for 21,420,000 shares of voting
common stock of Fountain Colony Successor ("Fountain
Colony Shares"), representing eighty five percent
(85.0%) of the shares of common stock of Fountain
Colony Successor to be issued and outstanding
immediately following the exchange of shares.
Immediately following the Closing, there shall be issued
and outstanding a total of 25,200,000 shares of Fountain
Colony Successor common stock, of which 21,420,000
shares (85.0%) shall be owned by the Green Medical
Stockholder and the remaining 3,780,000 shares (15.0%)
shall be owned by other shareholders. Fountain Colony
Shares will, on the Closing Date, as hereafter defined,
be delivered to Green Medical Stockholder in exchange
for his Green Medical Shares. Green Medical
Stockholder agrees that he will hold the Fountain
Colony Shares for investment purposes and not for
further public distribution without registration under
applicable securities laws or pursuant to an available
exemption therefrom. References to Fountain Colony in
this Agreement shall be deemed to refer to Fountain
Colony Successor, where appropriate.
3. Delivery of Shares. On the Closing Date, Green
Medical Stockholder will deliver certificate(s)
representing his Green Medical Shares duly endorsed so
as to make Fountain Colony the sole owner thereof, free
and clear of all liens, claims and encumbrances. On
such Closing Date, delivery of the Fountain Colony
Shares, which will be appropriately restricted as to
transfer, will be made to Green Medical Stockholder as
set forth herein.
4. Representations of Green Medical. Green
Medical hereby represents and warrants that, effective
this date and the Closing Date, the representations listed
below are true and correct.
a. Green Medical Stockholder is the sole record and
beneficial owner of all of the issued and outstanding
shares of common stock of Green Medical;
b. The Green Medical Shares constitute validly
authorized and issued common voting shares of Green
Medical common stock, fully-paid and nonassessable.
c. The financial statements dated as of June 30,
1999 of Green Medical prepared on a consolidated basis
together with the financial statements of Sun Green
Pharmacy dated as of June 30, 1999 ("Green Medical
Financial Statements") as delivered or to be delivered to
Fountain Colony, are complete, accurate and fairly
present the financial condition of Green Medical
(consolidated with Sun Green Pharmacy) as of the date
thereof and the results of their consolidated operations
for the period(s) covered.
At Closing there shall be no material liabilities, either
fixed or contingent, not reflected in the Green Medical
Financial Statements other than contracts or obligations
incurred in the ordinary and usual course of business; and no
such contracts or obligations incurred in the usual course of
business constitute liens or other liabilities which, if disclosed,
would materially alter the financial condition of Green Medical
as reflected in such financial statements unless otherwise
disclosed in writing to Fountain Colony.
d. Green Medical is not a party to or the subject of
any pending litigation, claims or governmental
investigation or proceeding, and there are no lawsuits,
claims, assessments, investigations or similar matters, to
the best knowledge of Green Medical, threatened or
contemplated against or affecting Green Medical, its
management or its assets, except as may have been
previously disclosed in writing to Fountain Colony.
e. As of the Closing Date, Green Medical will be in
good standing in Japan, and will be in good standing
and duly qualified to do business in each jurisdiction
where required to be so qualified except where the
failure to so qualify would not have a material adverse
effect on the business of Green Medical.
f. Green Medical has filed all governmental, tax or
related returns and reports due or required to be filed
and has paid or accrued all taxes or assessments which
have become due as of Closing (except as disclosed in
the Green Medical Financial Statements or as otherwise
disclosed to Fountain Colony in writing) or has filed
extensions with regard thereto.
g. Green Medical has not breached, nor is there any
pending claim that Green Medical has breached, or to
the knowledge of management of Green Medical, there
are no threatened claims that Green Medical has
breached, any of the terms or conditions of any
agreements, contracts or commitments to which it is a
party or by which it or its assets are bound. The
execution or performance hereof will not violate any
provisions of applicable law or any agreement to which
Green Medical is subject.
h. Green Medical has no subsidiary corporations.
i. The corporate financial records, minute books
and other documents and records of Green Medical shall
be made available to Fountain Colony and its
representatives, accountants, and attorneys at times and
places mutually agreeable to the parties prior to the
Closing, in order to make such due diligence
investigation of the assets, liabilities, and the business of
Green Medical as Fountain Colony may deem necessary
or advisable.
j. The execution of this Agreement has been duly
authorized by all appropriate and necessary action.
k. The authorized capitalization of Green Medical is
as set forth in the Green Medical Financial Statements.
Green Medical has only the capital stock authorized as
set forth in the Green Medical Financial Statements and
all outstanding shares have been duly authorized, validly
issued and are fully paid and nonassessable with no
personal liability attaching to the ownership thereof.
There are no outstanding unexpired convertible
securities, warrants or options outstanding which may
cause authorized but unissued shares to be issued to any
person.
l. Green Medical shall continue to do business in
the ordinary course, and there shall not be any material
adverse changes in the financial condition of Green
Medical except changes arising in the ordinary course of
business, which changes will in no event materially and
adversely affect the financial position of Green Medical
as disclosed in the Green Medical Financial Statements.
5. Representations of Green Medical Stockholder.
The Green Medical Stockholder hereby represents and
warrants as follows:
a. The Green Medical Shares are presently (and
will be at the Closing) free from all claims, liens, or
other encumbrances, and at the Closing Date, Green
Medical Stockholder will have good title and the
unqualified right to transfer and dispose of the Green
Medical Shares.
b. All representations and warranties made herein
by Green Medical are true to the best knowledge and
information of the Green Medical Stockholder.
6. Representations of Fountain Colony. Fountain
Colony hereby represents and warrants as follows:
a. As of the Closing Date, the Fountain Colony
Shares to be delivered to the Green Medical Stockholder
will be duly authorized and will constitute valid and
legally issued shares of common stock of Fountain
Colony Successor, fully-paid and nonassessable, free
and clear of all claims, liens and encumbrances, and the
Fountain Colony Shares will be legally equivalent in all
respects to the common stock of Fountain Colony
Successor to be issued and outstanding as of the date of
the Closing.
b. The officers of Fountain Colony are duly
authorized to execute this Agreement and have taken all
action required by law, applicable agreements and
governing corporate instruments to properly and legally
execute this Agreement. The execution hereof and
performance hereunder will not violate the provisions of
Fountain Colony's Articles of Incorporation or By-laws
and will not constitute a material breach of any
agreement to which Fountain Colony is a party.
c. Fountain Colony has delivered its audited
September 30, 1999 financial statements, ("Fountain
Colony Financial Statements"), and at Closing shall
deliver all of its financial records to persons appointed
as new management of Fountain Colony. The Fountain
Colony Financial Statements are presently true, correct,
complete and accurate. The Fountain Colony Financial
Statements have been prepared in accordance with
generally accepted accounting principles, consistently
applied, except as otherwise stated therein. Prior to
Closing, all accounts payable and all other liabilities of
Fountain Colony (including, but not limited to, those
liabilities incurred in connection with the preparation of
this Agreement and the consummation of all transactions
contemplated herein) shall be paid and satisfied in full.
As of the Closing, Fountain Colony shall have no
liabilities, contingent or otherwise. As of the Closing,
Fountain Colony is expected to have no assets since
Fountain Colony anticipates any existing assets shall be
expended on preparing for and consummating the
Reorganization.
d. Fountain Colony is not a party to or the subject
of any pending litigation, claims or governmental
investigation or proceeding, and there are no lawsuits,
claims, assessments, investigations, or similar matters, to
the best knowledge of Fountain Colony, threatened or
contemplated against or affecting Fountain Colony, its
management or assets.
e. The corporate financial records, minute books
and other documents and records of Fountain Colony
shall be made available to Green Medical and its
representatives, accountants, and attorneys at times and
places mutually agreeable to the parties prior to the
Closing, in order to make such due diligence
investigation of the assets, liabilities, and the business of
Fountain Colony as Green Medical shall deem necessary
or advisable.
f. As of the Closing Date and the date hereof,
Fountain Colony is duly organized, validly existing and
in good standing under the laws of the State of
Colorado. It has the corporate power to own its
property and to carry on its business as now being
conducted and is duly qualified to do business in any
jurisdiction where so required except where the failure
to so qualify would not have a material adverse effect
on the business of Fountain Colony.
g. Fountain Colony has filed all federal, state,
county and local income, excise, property and other tax
returns, forms, or reports, which are due or required to
be filed by it prior to the date hereof and has paid or
made adequate provision for the payment of all taxes,
fees, or assessments which have or may become due
pursuant to such returns or pursuant to any assessments
received. Fountain Colony is not delinquent or
obligated for any tax, penalty, interest, delinquency or
charge.
h. Fountain Colony has not breached, nor is there
any pending claim that Fountain Colony has breached,
or the knowledge of management of Fountain Colony,
there are no threatened claims that Fountain Colony has
breached, any of the terms or conditions of any
agreements, contracts or commitments to which it is a
party or by which it or its assets are bound. The
execution and performance hereof will not violate any
provisions of applicable law or any agreement to which
Fountain Colony is subject. Fountain Colony represents
it is not a party to any material contract or commitment
other than appointment documents with its transfer
agent.
i. Fountain Colony has only one class of stock
outstanding which is its common stock, of which
900,000 shares are presently issued and outstanding.
All of the Class A Warrants, Class B Warrants and
Class C Warrants issued at the time of Fountain
Colony's predecessor corporation's initial public
offering have expired, and are no longer exercisable.
Fountain Colony has no other securities outstanding.
Fountain Colony shall not, prior to the Closing of the
Reorganization, without Green Medical's written
consent, issue any additional securities or grant any
options to purchase additional securities.
All outstanding shares of Fountain Colony have been
duly authorized, validly issued, and fully-paid and there are no
outstanding or presently authorized securities, warrants, options
or related commitments on behalf of the Fountain Colony, of
any nature not reflected in Fountain Colony Financial
Statements or described herein.
j. Fountain Colony has no subsidiary corporation.
k. At the date of this Agreement, Fountain Colony
has, and at the Closing Date it will have, disclosed all
events, conditions and facts materially affecting the
business of Fountain Colony. Fountain Colony has not
now and will not have, at the Closing Date, withheld
disclosure of any such events, conditions, and facts of
which it has knowledge, or has reasonable grounds to
know, which may materially affect the business of
Fountain Colony.
l. Fountain Colony is a public company and
represents that it has no existing or threatened liabilities,
claims, lawsuits, or, to the best knowledge of Fountain
Colony, any basis for the same, with respect to any past
stock issuances made by it or its predecessor
corporation, or any other dealings with its stockholders,
the public, brokers, the Securities and Exchange
Commission, state agencies or other persons. This
includes matters relating to state and federal securities
laws as well as general common law or state corporation
law principles.
m. This Agreement is enforceable in accordance
with its terms.
n. Fountain Colony filed a Form 15 with the
Securities and Exchange Commission in 1991 to
terminate its periodic reporting obligations. On
November 24, 1999, Fountain Colony filed a
registration statement on Form 10-SB ("Registration
Statement") with the Securities and Exchange
Commission in order to officially resume its reporting
obligations. Fountain Colony requested acceleration of
the effective date of the Registration Statement on
December 23, 1999. The Registration Statement is now
effective.
7. Closing Date. The Closing Date herein referred
to shall be upon such date as the parties hereto may
mutually agree upon but shall be held on or prior to
February 29, 2000 unless mutually agreed to be held at
a later date. At the Closing, Green Medical Stockholder
will be deemed to have accepted delivery of the
certificates of Fountain Colony Shares issued in his
name, and in connection therewith will make delivery of
all of his Green Medical Shares to Fountain Colony.
Certain exhibits or schedules referred to in this
Agreement may be delivered subsequent to the Closing
Date upon the mutual agreement of the parties.
8. Conditions Precedent to the Obligations of Green
Medical and Green Medical Stockholder. All
obligations of Green Medical and Green Medical
Stockholder under this Agreement are subject to the
fulfillment, prior to or as of the Closing Date, of each
of the following conditions:
a. The representations and warranties by or on
behalf of Fountain Colony contained in this Agreement
or in any certificate or document delivered to Green
Medical and Green Medical Stockholder pursuant to the
provisions hereof shall be true in all material respects at
and as of the time of Closing as though such
representations and warranties were made at and as of
such time.
b. As of the Closing Date, Fountain Colony shall
have performed and complied with all covenants,
agreements, and conditions required by this Agreement
to be performed or complied with by it prior to or at the
Closing.
c. The present directors of Fountain Colony shall
cause the appointment of the Green Medical Stockholder
(Katumori Hayashi) and his designees to the Board of
Directors of Fountain Colony. Fountain Colony
Management, constituting all officers and directors of
Fountain Colony, shall resign as the existing officers
and directors of Fountain Colony, as of the Closing.
d. Fountain Colony shall, prior to Closing, change
its domicile from a Colorado corporation to a Nevada
corporation through a parent corporation - subsidiary
corporation merger in which: (i) the Articles of
Incorporation and By-Laws of the new Nevada
corporation (which shall be approved in advance by
Green Medical) shall become the Articles of
Incorporation and By-Laws of the surviving corporation;
(ii) the 900,000 outstanding shares of Fountain Colony
common stock shall be exchanged for the Nevada
subsidiary corporation's common stock on a 1 old share
for 4.2 new shares basis, resulting in 3,780,000 shares
of Fountain Colony Successor common stock being
issued and outstanding immediately prior to the Closing
of the Reorganization with Green Medical and the
Green Medical Stockholder; and (iii) the name of the
successor corporation shall be "Green Medical USA,
Inc." or such other name designated by Green Medical.
For purposes of this Agreement, any reference to the
Fountain Colony Shares to be delivered to the Green
Medical Stockholder shall be deemed to include the
shares of Fountain Colony Successor.
e. Fountain Colony shall be current in the filing of
its annual reports on Form 10-KSB, quarterly reports on
Form 10-QSB, current reports on Form 8-K and all
other periodic reports required to be filed by Fountain
Colony according to the rules and regulations of the
Securities and Exchange Commission such that Fountain
Colony shall have no delinquencies in its periodic
reporting obligations as of the date of Closing.
f. Fountain Colony shall have taken all steps
necessary to qualify shares of common stock of
Fountain Colony (and Fountain Colony Successor) stock
for quotation on the NASD's OTC Electronic Bulletin
Board, and there have not been and there shall not be
any stop orders in effect with respect thereto.
g. Fountain Colony shall have no liabilities,
contingent or otherwise, existing as of the Closing.
h. All instruments and documents delivered to
Green Medical and/or the Green Medical Stockholder
pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for Green Medical.
9. Conditions Precedent to the Obligations of
Fountain Colony. All obligations of Fountain Colony
under this Agreement are subject to the fulfillment, prior
to or at the Closing on the Closing Date, of each of the
following conditions:
a. The representations and warranties by Green
Medical and Green Medical Stockholder contained in
this Agreement or in any certificate or document
delivered to Fountain Colony pursuant to the provisions
hereof shall be true at and as of the time of Closing as
though such representations and warranties were made
at and as of such time.
b. Green Medical and Green Medical Stockholder
shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement
to be performed or complied with by them prior to or at
the Closing, including the delivery of the stock of Green
Medical being acquired hereunder.
c. Green Medical Stockholder shall deliver to
Fountain Colony a letter commonly known as an
"investment letter" agreeing that the Fountain Colony
Shares are being acquired for investment purposes. The
form of said letter is attached hereto as Exhibit "B".
d. Presently Green Medical owns and operates
eighteen (18) pharmacy locations in Japan, and Sun
Green Pharmacy operates an additional seven (7)
pharmacy locations in Japan. The Green Medical
Stockholder owns and operates Sun Green Pharmacy as
a sole proprietorship. Prior to the Closing, the Green
Medical Stockholder shall transfer all of the assets and
liabilities of Sun Green Pharmacy (including the seven
(7) pharmacy locations) to Green Medical. As a part of
that transaction, Green Medical shall accept all of the
liabilities of Sun Green Pharmacy, including but not
limited to all of the seven (7) lease obligations covering
the seven (7) pharmacy locations operated by Sun Green
Pharmacy.
e. As of the Closing, Green Medical shall meet the
financial requirements for an initial listing as a
NASDAQ SmallCap company which specifically
includes one of the following: (i) net tangible assets of
at least $4 million U.S. Dollars; (ii) market
capitalization of at least $50 million U.S. Dollars; or
(iii) net income of at least $750,000 U.S. Dollars in
Green Medical's most recently completed fiscal year or
in two of Green Medical's last three most recently
completed fiscal years.
f. At the Closing, Green Medical shall reimburse
Fountain Colony for the legal expenses incurred by
Fountain Colony in changing its domicile from
Colorado to Nevada and in obtaining Fountain Colony
shareholder approval therefor, provided that the total
reimbursement payment to be made by Green Medical
shall not exceed Three Thousand Dollars
(U.S.$3,000.00).
10. Indemnification. Within the period provided in
paragraph 11 herein and in accordance with the terms of
that paragraph, Green Medical and Fountain Colony
shall indemnify and hold harmless each other at all
times after the date of this Agreement against and in
respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments,
judgments, costs and expenses including attorney's fees
incident to any of the foregoing, resulting from any
misrepresentations, breach of covenant or warranty or
nonfulfillment of any agreement on the part of such
party under this Agreement or from any
misrepresentation in or omission from any certificate
furnished or to be furnished to a party hereunder.
11. Nature and Survival of Representations. All
representations, warranties and covenants made by any
party in this Agreement shall survive the Closing
hereunder and the consummation of the transactions
contemplated hereby for one (1) year from the date
hereof. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance
on the representations, warranties and covenants and
agreements contained in this Agreement or at the
Closing of the transactions herein provided for.
12. Documents at Closing. At the Closing, the
following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
a. Green Medical and/or Green Medical
Stockholder will deliver, or cause to be delivered, to
Fountain Colony the following:
i. stock certificate(s) for the shares of Green
Medical Stock being exchanged hereunder, duly
endorsed in blank.
ii. a certificate executed by the Green
Medical Stockholder to the effect that all
representations and warranties made by Green
Medical and Green Medical Stockholder under
this Agreement are true and correct as of the
Closing, the same as though originally given to
Fountain Colony on said date;
iii. a certificate from the appropriate Japanese
governmental office dated at or about the date of
the Closing to the effect that Green Medical is in
good standing under the laws of Japan;
iv. an investment letter from the Green
Medical Stockholder;
v. a check to reimburse certain legal
expenses referred to in Section 9(f);
vi. such other instruments, documents and
certificates, if any, as are required to be
delivered pursuant to the provisions of this
Agreement.
b. Fountain Colony will deliver or cause to be
delivered:
i. stock certificate representing 21,420,000
shares of Fountain Colony Successor common
stock (representing 85.0% of the then
outstanding common stock) issued in full
consideration of the exchange as described
herein;
ii. a certificate of the President and
Secretary of Fountain Colony Successor to the
effect that all representations and warranties of
Fountain Colony made under this Agreement are
reaffirmed on the Closing Date, the same as
though originally given to Green Medical and the
Green Medical Stockholder on said date;
iii. certified copies of resolutions by Fountain
Colony's Board of Directors, including
resignations of the current Fountain Colony
officers and directors, and resolutions of the
Fountain Colony Stockholders authorizing this
transaction;
iv. a Certificate from the Secretary of State
of Fountain Colony Successor's state of
incorporation dated at or about the date of
Closing that Fountain Colony Successor is in
good standing under the laws of said State;
v. all corporate records of Fountain Colony
and Fountain Colony Successor:
vi. such other instruments and documents as
are required to be delivered pursuant to the
provisions of this Agreement, including the
turning over of control of any remaining
corporate assets of Fountain Colony.
13. Miscellaneous.
a. Further Assurances. At any time, and from time
to time, after the effective date, each party will execute
such additional instruments and take such action as may
be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or
otherwise to carry out the intent and purposes of this
Agreement.
b. Waiver. Any failure on the part of any party
hereto to comply with any of its obligations, agreements
or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.
c. Brokers. Neither party has employed any
brokers or finders with regard to this Agreement.
d. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to
have been given if delivered in person or sent by
prepaid first class registered or certified mail, return
receipt requested.
e. Headings. The section and subsection headings
in this Agreement are inserted for convenience only and
shall not affect in any way the meaning or interpretation
of this Agreement.
f. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
g. Binding Effect. This Agreement shall be binding
upon the parties hereto and inure to the benefit of the
parties, their respective heirs, administrators, executors,
successors and assigns.
h. Entire Agreement. This Agreement is the entire
agreement of the parties covering everything agreed
upon or understood in the transaction. There are no
other promises, conditions, representations,
understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereof,
except as described in this Agreement.
i. Time. Time is of the essence.
j. Severability. If any part of this Agreement is
deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.
k. Confidential. All of the information furnished
by one party to another party and/or its representatives
pursuant to this Agreement shall not be disclosed to any
third party nor be used for any purpose other than to
evaluate the transactions contemplated by this
Agreement, without the other party's prior written
consent. Each party shall protect the other party's
information with the same degree of care as it applies to
protect its own confidential information. If for any
reason the Closing does not occur, all confidential
documents, notes, etc. shall be returned to the respective
parties, and each party shall continue to keep the other
party's information confidential.
l. Japan Law. This Agreement shall be governed by and
construed in accordance with the laws of Japan without reference to its
choice of laws, rules or principles.
IN WITNESS WHEREOF, the parties have executed this
Agreement the day and year first above written.
FOUNTAIN COLONY VENTURES, INC.
By /s/_________________________
Patrick C. Brooks, President
GREEN MEDICAL COMPANY, LTD.
By/s/____________________
Katumori Hayashi, President
STOCKHOLDER OF GREEN MEDICAL COMPANY, LTD.
s/____________________________
Katumori Hayashi
Exhibit 2
LIST OF GREEN MEDICAL STOCKHOLDER(S)
Katumori Hayashi
27, Hyakumin-cho, Higashi-ku
Nagoya, Aichi Prefecture
Japan
Shares of Green Medical Owned by Mr. Hayashi: 200
No. of Shares of Fountain Colony Successor's Common Stock to be
Issued: 21,420,000
Exhibit 3
INVESTMENT LETTER TO THE BOARD OF DIRECTORS OF
FOUNTAIN COLONY VENTURES, INC.
The undersigned hereby represents to Fountain Colony Ventures, Inc.
(the "Company"), that (1) the shares of the Company's common stock
(the "Securities") which are being acquired by the undersigned are
being acquired for his own account and for investment and not with a
view to the public resale or distribution thereof: (2) the undersigned
will not sell, transfer or otherwise dispose of the Securities except in
compliance with the Securities Act of 1933, as amended (the "Act");
and (3) he is aware that the Securities are "restricted securities" as that
term is defined in Rule 144 or the General Rules and Regulations
under the Act.
The undersigned further acknowledges that he has had an opportunity
to ask questions of and receive answers from duly designated
representatives of the Company concerning the terms and conditions
pursuant to which the Securities are being offered.
The undersigned acknowledges that he has been afforded an
opportunity to examine such documents and other information which
he has requested for the purpose of verifying the information.
The undersigned acknowledges and understands that the Securities are
unregistered and must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is
available.
The undersigned further acknowledges that he is fully aware of the
applicable limitations on the resale of the Securities. These restrictions
for the most part are set forth in Rule 144. The Rule permits sales of
"restricted securities" upon compliance with the requirements of such
Rule. If the Rule is available to the undersigned, the undersigned may
make only routine sales of Securities, in limited amounts, in
accordance with the terms and conditions of that Rule.
The Company is the only person which may register its Securities
under the Act and it currently is not contemplating registering any of
its Securities. Furthermore, the Company has not made any
representations, warranties or covenants to the Purchaser regarding the
registration of the Securities or compliance with any exemption under
the Act relating to any resale of the Securities by the undersigned.
By reason of my knowledge and experience in financial and business
matters in general, and investments in particular, the undersigned is
capable of evaluating the merits and risks of an investment in the
Securities.
The undersigned is capable of bearing the economic risks of an
investment in the securities, and fully understands the speculative
nature of the securities and the possibility of such loss.
Any and all certificates representing the Securities, and any and all
securities issued in replacement thereof or in exchange therefore, shall
bear the following legend (or a substantially similar legend), which the
undersigned has read and understands:
The shares represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Act") and are "restricted
securities" as that term is defined in Rule 144 under the Act. The
shares may not be offered for sale, sold or otherwise transferred except
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 the
Company.
Very truly yours,
By /s/_________________
Katumori Hayashi
Date: January 19, 2000
Exhibit 4
AMENDMENT TO AGREEMENT AND PLAN OF
REORGANIZATION
This Amendment to Agreement and Plan of Reorganization is entered
into on this 28th day of January, 2000, by and among Fountain Colony
Ventures, Inc., a Colorado corporation (hereinafter "'Fountain
Colony"), Green Medical Company, Ltd., a Japanese corporation
(hereinafter "Green Medical"), and Katumori Hayashi as the sole
shareholder of Green Medical (hereinafter referred to as "Green
Medical Stockholder").
RECITALS:
A. On January 19, 2000, the parties entered into an Agreement and
Plan of Reorganization.
B. The parties later decided that the provisions of the Agreement
and Plan of Reorganization which required Fountain Colony to change
its domicile from Colorado to Nevada and to change its name to
"Green Medical USA, Inc." would unduly delay the closing of the
Reorganization due to the fact that Fountain Colony would have to
prepare and file a Proxy Statement with the U.S. Securities and
Exchange Commission prior to seeking Fountain Colony shareholder
approval. The parties decided that it is in their best interests to proceed
with the closing of the Reorganization transaction as soon as possible,
and allow Fountain Colony to prepare a Proxy Statement and seek
Fountain Colony shareholder approval of a change of domicile and a
change of name after the closing.
C. The parties now desire to amend certain provisions of the
Agreement and Plan of Reorganization as provided for herein.
NOW, THEREFORE, in consideration of the mutual covenants of the
parties, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree
to amend certain provisions of the Agreement and Plan of
Reorganization as described below:
AGREEMENT
1 Cancellation of Requirement to Change Domicile and Name of
Fountain Colony Prior to Closing. Certain provisions of the
Agreement and Plan of Reorganization, including but not limited to
Section 8(d), provide that Fountain Colony shall, prior to Closing,
change its domicile from a Colorado corporation to a Nevada
corporation through a parent corporation-subsidiary
corporation merger in which: (i) the Articles of Incorporation and By-
Laws of the new Nevada corporation shall become the Articles of
Incorporation and By-Laws of the surviving corporation; (ii) the
900,000 outstanding shares of Fountain Colony common stock shall be
exchanged for the Nevada subsidiary corporation's common stock on a
1 old share for 4.2 new shares basis, resulting in Three Million Seven
Hundred Eighty Thousand (3,780,000) shares of Fountain Colony
Successor common stock being issued and outstanding immediately
prior to the closing of the Reorganization; and (iii) the name of the
successor corporation shall be "Green Medical U.S.A., Inc." or such
other name designated by Green Medical. These requirements are
hereby deleted from the Agreement and Plan of Reorganization. The
related provision of Section 9(f) which provided for the payment of
Fountain Colony's legal expenses to be incurred in changing
its domicile from Colorado to Nevada and in obtaining Fountain
Colony shareholder approval is hereby deleted. Additionally, the break-
up fee provision of Section 13 which was designed to cover payment
of such legal fees and the additional legal fees necessary to change the
domicile of Fountain Colony back to Colorado is hereby deleted.
2 Forward-Stock Split of Fountain Colony Prior to the Closing of
the Reorganization, Fountain Colony shall approve and effect a
forward stock split of its issued and outstanding shares of common
stock (or the payment of a stock dividend in respect of its issued and
outstanding shares of common stock) such that immediately following
the forward stock split (or payment of stock dividend) the number of
issued and outstanding shares of Fountain Colony common stock shall
be increased from Nine Hundred Thousand (900,000) shares to Three
Million Seven Hundred Eighty Thousand (3,780,000) shares.
3 Amendment Concerning Acquisition of Sun Green Pharmacy
Assets and Liabilities Section 9(d) of the Agreement and Plan of
Reorganization is hereby amended in its entirety to read as follows:
Presently Green Medical owns and operates eighteen (18) pharmacy
locations in Japan, and Sun Green Pharmacy operates an additional
seven (7) pharmacy locations in Japan. The Green Medical Stockholder
owns and operates the seven (7) Sun Green Pharmacy locations as a
sole proprietorship. Prior to the Closing, the Green Medical
Stockholder shall transfer all of the assets of the seven (7) Sun Green
Pharmacy locations operated as a sole proprietorship (except for two
real properties owned by the Green Medical Stockholder and used in
the business of Sun Green Pharmacy and approximately Forty
Thousand Dollars ($40,000) of certain equipment used by Sun Green
Pharmacy) to Green Medical. The transfer of the assets from Sun
Green Pharmacy to Green Medical shall include all seven (7) Sun
Green Pharmacy locations and all inventory held at the seven (7) Sun
Green Pharmacy locations. As part of that transaction, Green Medical
shall accept responsibility for and assume all the liabilities of Sun
Green Pharmacy except for certain loans payable and mortgages
encumbering the two parcels of real property not being transferred and
certain other liabilities payable by Sun Green Pharmacy. The amount
of the Sun Green Pharmacy liabilities not being assumed by Green
Medical is approximately $ . The Green Medical Stockholder
agrees to enter into lease agreements with Green Medical covering five
(5) of the Sun Green Pharmacy locations owned by third parties. The
monthly rental amounts and other terms of the lease agreements
concerning those five (5) properties shall be substantially the same as
those lease agreements currently in place between the Green Medical
Stockholder doing business as Sun Green Pharmacy and the five (5)
landlords. The Green Medical Stockholder will enter into two new
lease agreements with Green Medical covering the additional two (2)
Sun Green Pharmacy locations which are currently operated out of real
property locations owned by the Green Medical Stockholder. The
terms of these two new lease agreements shall provide for a fair
market value rental rate to be paid to the Green Medical Stockholder.
4 Other Inconsistent Provisions Hereby Amended. Any other
provisions of the Agreement and Plan of Reorganization which are
inconsistent with the terms of Sections 1, 2 and 3 of this Amendment
described above, shall be deemed to be amended consistent therewith.
All other terms and conditions of the Agreement and Plan of
Reorganization shall remain unchanged and in full force and affect.
This Amendment is entered into as of the date and year first above
written.
FOUNTAIN COLONY VENTURES, INC.
By: /s/_____________________
Patrick C. Brooks, President
GREEN MEDICAL COMPANY, LTD,
By: /s/____________________
Katumori Hayashi, President
STOCKHOLDER OF GREEN MEDICAL COMPANY, LTD.
By: /s/_________________
Katumori Hayashi