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): February 16, 2000
------------------
CONDOR CAPITAL, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado
-----------------------------------------------------------
(State or other jurisdiction of Incorporation or organization
33-20848-D 84-1075696
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
3858 West Carson Street, Suite 127, Torrance, California 90503-6705
- -------------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
(310) 944-9771
---------------------------------------------------
(Registrant's telephone number, including area code)
8891 East Easter Place, Englewood, Colorado 80112
----------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On February 16, 2000, the Registrant executed a definitive Acquisition
Agreement and Plan of Reorganization (the "Acquisition Agreement") with Rogart
Limited, a corporation organized under the laws of the Turkish Republic of
Northern Cyprus ("Rogart"). Rogart owns 40% interest in DesignerMale.com, Inc.,
which is involved in the Internet retailing of brand name products, fashions and
accessories for men. Rogart also has an option to purchase an additional 9% of
DesignerMale.com.
Pursuant to the Acquisition Agreement the Registrant will acquire all of
the issued and outstanding stock of Rogart and Rogart will become a wholly owned
subsidiary of the Registrant. At the closing of the acquisition which occurred
on March 1, 2000, all of the outstanding shares of Rogart were delivered to the
Registrant and exchanged for 2,500,000 shares of the Registrant's common stock.
The acquisition has been approved by the boards of directors of the
Registrant and Rogart. The Acquisition Agreement calls for the resignation of
the current management of the registrant at the Closing in favor of Rogart's
management. A copy of the Acquisition Agreement is attached hereto and
incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits
(b) Pro Forma Financial Information
The Pro Forma Consolidated Financial Statements taking into account
the acquisition are not being filed with this Report but shall be
filed pursuant to an amendment to this Report within sixty (60) days.
(c) Exhibits.
2.1 Acquisition Agreement and Plan of Reorganization between the
Registrant and Shareholders of Rogart Limited dated February 16, 2000.
Page 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
CONDOR CAPITAL, INC.
(Registrant)
Date: March 1, 2000 /S/ Lee Gahr
---------------------------
By: Lee Gahr
Its: President
Date: March 1, 2000 /S/ W. Patrick Batista
---------------------------
By: W. Patrick Batista
Its: Secretary and
Chief Financial Officer
Page 3
EXHIBIT 2.1
ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION
Condor Capital, Inc.
A Colorado Corporation
ACQUISITION OF SHARES OF
Rogart Limited
A Corporation organized under the laws of
Turkish Republic of Northern Cyprus
Dated: February 11, 2000
Table of Contents Page
- -------------------------------------------------------------------------------
1 EXCHANGE OF SECURITIES .......................................... 1
1.1 Exchange of Shares ..................................... 1
1.2 Exemption from Registration ............................ 1
1.3 Non-taxable Transaction ................................ 2
2. REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS ............... 2
2.1 Organization ........................................... 2
2.2 Capital Stock .......................................... 2
2.3 Options, Warrants, Rights, etc. ........................ 2
2.4 Subsidiaries ........................................... 2
2.5 Directors and Officers.................................. 2
2.6 Financial Statements.................................... 2
2.7 Absence of Changes...................................... 2
2.8 Absence of Undisclosed Liabilities...................... 3
2.9 Tax Returns............................................. 3
2.10 Patents, Trade Names and Rights......................... 3
2.11 Compliance with Laws.................................... 3
2.12 Litigation.............................................. 3
2.13 Authority............................................... 3
2.14 Ability to Carry Out Obligations........................ 3
2.15 Full Disclosure......................................... 4
2.16 Assets.................................................. 4
2.17 Material Contracts...................................... 4
3. REPRESENTATIONS AND WARRANTIES OF CONDOR ........................ 4
3.1 Organization............................................ 4
3.2 Capital Stock........................................... 4
3.3 Options, Warrants, Rights, etc. ........................ 4
3.4 Non-Reporting Publicly Traded Status ................... 4
3.5 Subsidiaries ........................................... 4
3.6 Directors and Officers ................................. 5
3.7 Patents, Trade Names and Rights......................... 5
3.8 Compliance with Laws.................................... 5
3.9 Litigation.............................................. 5
3.10 Authority............................................... 5
3.11 Ability to Carry Out Obligations........................ 5
3.12 Full Disclosure......................................... 5
3.13 Assets.................................................. 6
4. COVENANTS........................................................ 6
4.1 Investigative Rights.................................... 6
4.2 Conduct of Business..................................... 6
5. CLOSING ........................................................ 6
5.1 Closing................................................. 6
5.2 Shareholders' Deliveries at Closing..................... 6
5.3 Condor's Deliveries at Closing.......................... 6
i
Table of Contents (continued) Page
- -------------------------------------------------------------------------------
6 CONDITIONS TO OBLIGATIONS TO CLOSE............................... 7
6.1 Conditions to Obligations of Rogart
Shareholders to Close.................................. 7
6.2 Conditions to Obligations of Condor .................... 7
7. INDEMNIFICATION.................................................. 7
7.1 Indemnification by Shareholders......................... 7
7.2 Indemnification by Condor .............................. 7
7.3 Notice and Opportunity to Defend........................ 8
8. MISCELLANEOUS.................................................... 8
8.1 Costs................................................... 8
8.2 Additional Documentation................................ 8
8.3 Captions and Headings................................... 9
8.4 No Oral Change.......................................... 9
8.5 Non-Waiver.............................................. 9
8.6 Time of Essence......................................... 9
8.7 Choice of Law........................................... 9
8.8 Counterparts and/or Facsimile Signature................. 9
8.9 Notices................................................. 9
8.10 Binding Effect.......................................... 10
8.11 Mutual Cooperation...................................... 10
8.12 Brokers................................................. 10
8.13 Survival of Representations and Warranties.............. 10
Signature Pages ........................................ 11
SCHEDULES A ...... List of Rogart Shareholders
EXHIBIT 1.2....... Investment Letter
EXHIBIT 2.4....... Subsidiaries of Rogart
EXHIBIT 2.5....... Present Officers and Directors of Rogart
EXHIBIT 2.6....... Audited Financial Statements of Rogart
EXHIBIT 2.8....... Liabilities of Rogart
EXHIBIT 2.12...... Rogart Legal Proceedings and Litigation
EXHIBIT 2.16...... Exceptions to Good Title to Assets of Rogart
EXHIBIT 2.17...... Material Contracts of Rogart
EXHIBIT 3.5....... Subsidiaries of Condor
EXHIBIT 3.6....... Present Officers and Directors of Condor
EXHIBIT 3.13...... Exceptions to Good Title to Assets of Condor
EXHIBIT 5.3.2..... Resignation and Post Closing Officers
and Directors of Condor
EXHIBIT 8.12...... Brokers
ii
AGREEMENT
This Acquisition Agreement and Plan of Reorganization (the "Agreement" or
"Acquisition Agreement") made as of February 11, 2000, is by and among Condor
Capital, Inc., a Colorado corporation ("Condor") and the undersigned
shareholders (the "Shareholders") who are the owners of 100% of the capital
stock of Rogart Limited, a corporation organized and existing under the laws of
the Turkish Republic of Northern Cyprus ("Rogart").
A. Whereas, Shareholders hold all of the issued and outstanding common
stock of Rogart; and
B. Whereas, Condor, a reporting public company, desires to exchange shares
of its Common Stock, no par value (the "Common Stock") for all of the issued and
outstanding capital stock of Rogart held by the Shareholders, thereby making
Rogart a wholly owned subsidiary of Condor; and
C. Whereas, Shareholders desire to exchange all of the issued and
outstanding capital stock of Rogart for 2,500,000 restricted shares of the
authorized but unissued common stock (the "Common Stock") of Condor, all as more
fully set forth herein below; and
D. Whereas, the Board of Directors of Condor has authorized its proper
corporate officers to effect the transactions contemplated herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree to the following terms
and conditions:
1. EXCHANGE OF SECURITIES.
1.1. Exchange of Shares. Subject to all the terms and conditions of this
Agreement, Condor will deliver to the Shareholders of Rogart, 2,500,000 shares
of previously authorized but unissued unregistered and restricted shares of the
Common Stock, no par value per shares of Condor (the "Condor Shares"), in
exchange for all of the issued and outstanding capital stock of Rogart owned by
the Rogart Shareholders.
1.2. Exemption from Registration. The parties hereto intend that the Condor
Shares to be exchanged shall be exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the
Act and the rules and regulations promulgated thereunder and exempt from the
registration requirements of the applicable states. In furtherance thereof,
Shareholders will execute and deliver to Condor on the closing date, investment
letters suitable to legal counsel for Condor, in form substantially as set forth
in Exhibit 1.2 attached hereto.
1
1.3. Non-taxable Transaction. The parties intend to effect this transaction
as a non-taxable reorganization pursuant to Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended.
2. REPRESENTATIONS AND WARRANTIES OF ROGART AND THE SHAREHOLDERS.
The Officers and Directors of Rogart and certain Shareholders (the
"Warranting Shareholders") hereby represent and warrant to Condor that:
2.1. Organization. Rogart is a corporation duly organized, validly existing
and in good standing under the laws of the Turkish Republic of Northern Cyprus,
and has all necessary corporate powers to own its properties and to carry on its
business as now owned and operated by it, and is duly qualified to do business
and is in good standing where its business requires qualification.
2.2. Capital Stock. The authorized capital stock of Rogart consists of 100
shares of capital stock, no par value per share, (the "Rogart Shares") of which
one hundred (100) shares are issued and outstanding. Immediately prior to
closing there shall be only one hundred (100) Rogart Shares issued and
outstanding all of which are owned by the Shareholders. All of the issued and
outstanding shares of capital stock of Rogart are duly and validly issued, fully
paid and nonassessable. There are no other authorized class of capital stock.
2.3. Options, Warrants, Rights, etc. There are no outstanding
subscriptions, options, rights, warrants, debentures, instruments, convertible
securities or other agreements or commitments obligating Rogart to issue or to
transfer from treasury any additional shares of its capital stock of any class.
2.4. Subsidiaries. Rogart has no subsidiaries and owns no interest in other
enterprises except as set forth on Exhibit 2.4 attached hereto.
2.5. Directors and Officers. Exhibit 2.5 hereto contains the names and
titles of all present officers and directors Rogart as of the date of this
Agreement.
2.6. Financial Statements. Within sixty (60) days of the Close of the
acquisition contemplated by this agreement, Rogart will provide audited
financial statements to Condor, which financial statements will be prepared in
accordance with generally accepted accounting principles and practices
consistently followed by Rogart throughout the periods indicated, and will
fairly present the financial position of Rogart as of the dates of the balance
sheets included in the financial statements and the results of operations for
the periods indicated.
2.7. Absence of Changes. The financial statements which will be provided
pursuant to paragraph 2.6, will reflect that since the date of said financial
statements, there has not been any change in the financial condition or
operations of Rogart, except for changes in the ordinary course of business,
which changes have not, in the aggregate, been materially adverse.
2
2.8. Absence of Undisclosed Liabilities. Except as set forth on Exhibit 2.8
attached hereto, Rogart does not have any material debt, liability or obligation
of any nature, whether accrued, absolute, contingent or otherwise, and whether
due or to become due, that will not be reflected in the balance sheet of Rogart
included in the financial statements to be provided pursuant to paragraph 2.6.
2.9. Tax Returns. Within the times and in the manner prescribed by law,
Rogart has filed all federal, state and local tax returns required by law and
has paid all taxes, assessments and penalties due and payable. The provisions
for taxes, if any reflected in the Exhibits are adequate for the periods
indicated. There are no present disputes as to taxes of any nature payable by
Rogart.
2.10. Patents, Trade Names and Rights. To the best of its knowledge Rogart
and its subsidiaries (if any) own and hold all necessary patents, franchise
rights, trademarks, service marks, trade names, inventions, processes, know-how,
trade secrets, copyrights, licenses and other rights necessary to its business,
and the business of its subsidiaries as now conducted or proposed to be
conducted. Rogart and its subsidiaries are not infringing upon or otherwise
acting adversely to the right or claimed right of any person with respect to any
of the foregoing.
2.11. Compliance with Laws. Rogart and each of its subsidiaries have
complied with, and is not in violation of, applicable federal, state or local
statutes, laws and regulations (including, without limitation, any applicable
building, zoning or other law, ordinance or regulation) affecting its properties
or the operation of its business.
2.12. Litigation. Except as set forth in Exhibit 2.12 attached hereto,
neither Rogart or any of its subsidiaries is a defendant to any suit, action,
arbitration or legal, administrative or other proceeding, or governmental
investigation which is pending or, to the best knowledge of the Shareholders,
threatened against or affecting Rogart or its subsidiaries or their business,
assets or financial condition. Rogart and its subsidiaries are not in default
with respect to any order, writ, injunction or decree of any federal, state,
local or foreign court, department, agency or instrumentality applicable to it.
Rogart and its subsidiaries are not engaged in any material lawsuits to recover
moneys due it.
2.13. Authority. The Board of Directors of Rogart has authorized the
execution of this Agreement and the consummation of the transactions
contemplated herein, and Rogart has full power and authority to execute, deliver
and perform this Agreement, and this Agreement is a legal, valid and binding
obligation of the Shareholders and is enforceable in accordance with its terms
and conditions.
2.14. Ability to Carry Out Obligations. The execution and delivery of this
Agreement by the Shareholders and the performance by the Shareholders of their
obligations hereunder in the time and manner contemplated will not cause,
constitute or conflict with or result in (a) any breach or violation of any of
the provisions of or constitute a default under any license, indenture,
mortgage, instrument, article of incorporation, bylaw, or other agreement or
instrument to which Rogart is a party, or by which it may be bound, nor will any
consents or authorizations of any party to the Shareholders' performance of
their obligations hereunder be required; (b) an event that would permit any
party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of Rogart; or (c) an event that
would result in the creation or imposition of any lien, charge or encumbrance on
any asset of Rogart.
3
2.15. Full Disclosure. None of the representations and warranties made by
Rogart, its officers, directors of the Shareholder herein or in any exhibit,
certificate or memorandum furnished or to be furnished by the Shareholders, or
on their behalf, contain or will contain any untrue statement of material fact
or omit any material fact the omission of which would be misleading.
2.16. Assets. Except as otherwise indicated in Exhibit 2.16 attached
hereto, Rogart and each of its subsidiaries (if any) has good and marketable
title to all of its property, free and clear of all liens, claims and
encumbrances.
2.17. Material Contracts. Material contracts of Rogart are set forth in
Exhibit 2.17, attached hereto an incorporated herein.
3. REPRESENTATIONS AND WARRANTIES OF CONDOR.
Condor represents and warrants to Rogart and the Shareholders that:
3.1. Organization. Condor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Colorado, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the states where its business requires qualification.
3.2. Capital Stock. The authorized capital stock of Condor consists of (a)
800,000,000 shares of common stock, no par value per share (the "Common Stock")
of which 17,655,010 shares are presently issued and outstanding, (b) 10,000,000
shares of preferred stock, no par value (the "Preferred Stock"), (c) 141,100
Series A Convertible Preferred Stock, $0.01 par value per share, of which no
shares are presently issued and outstanding, and (d) 140,000 shares of Series B
Convertible Preferred Stock, $0.01 par value per share, of which no shares are
presently issued and outstanding co. Immediately prior to closing there shall be
a 17,655,010 shares of Common Stock issued and outstanding. All of the issued
and outstanding shares are duly and validly issued, fully paid and
nonassessable. There are no other authorized class of capital stock.
3.3. Options, Warrants, Rights, etc. There are no outstanding
subscriptions, options, rights, debentures, instruments, convertible securities
or other agreements or commitments obligation Condor to issue or to transfer
from treasury any additional shares of its Common Stock, or any other class of
securities.
4
3.4. Reporting Publicly Traded Status. The Common Stock of Condor is
currently listed on the OTC Bulletin Board under the symbol "CNOP". Condor is a
full reporting public company with its class of common stock registered pursuant
to Section 12(g) of he Securities Exchange Act of 1934.
3.5. Subsidiaries. Except as set forth in Exhibit 3.5 attached hereto
Condor does not have any other subsidiaries or own any interest in any other
enterprise.
3.6. Directors and Officers. The names and titles of all present officers
and directors of Condor are as set forth on Exhibit 3.6 attached hereto.
3.7. Patents, Trade Names and Rights. To the best of its knowledge Condor
and its subsidiaries own and hold all necessary patents, franchise rights,
trademarks, service marks, trade names, inventions, processes, know-how, trade
secrets, copyrights, licenses and other rights necessary to its business as now
conducted or proposed to be conducted. Condor is not infringing upon or
otherwise acting adversely to the right or claimed right of any person with
respect to any of the foregoing.
3.8. Compliance with Laws. Condor has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and regulations
(including, without limitation, any applicable building, zoning or other law,
ordinance or regulation and all federal and state securities laws (including,
without limitation, the Securities Act of 1933 and the Securities Exchange Act
of 1934) and all material respects NASDAQ rules) affecting its properties or the
operation of its business. To the best of its knowledge all stock of Condor
issued to date has been issued in compliance with all Federal and State
securities laws.
3.9. Litigation. Condor is not a party to any suit, action, arbitration or
legal, administrative or other proceeding, or governmental investigation which
is pending or, to the best knowledge of Condor threatened against or affecting
Condor or its business, assets or financial condition except for suits as
described in its 1934 Act filings. Condor is not in default with respect to any
order, writ, injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to it.
3.10. Authority. The Board of Directors of Condor has authorized the
execution of this Agreement and the consummation of the transactions
contemplated herein, and Condor has full power and authority to execute, deliver
and perform this Agreement, and this Agreement is a legal, valid and binding
obligation of Condor enforceable in accordance with its terms.
3.11. Ability to Carry Out Obligations. The execution and delivery of this
Agreement by Condor and the performance by the Condor of the obligations
hereunder in the time and manner contemplated will not cause, constitute or
conflict with or result in (a) any breach or violation of any of the provisions
of or constitute a default under any license, indenture, mortgage, instrument,
article of incorporation, bylaw, or other agreement or instrument to which
Condor is a party, or by which it may be bound, nor will any consents or
5
authorizations of any party to Condor's performance of its obligation hereunder;
(b) an event that would permit any party to any agreement or instrument to
terminate it or to accelerate the maturity of any indebtedness or other
obligation of Condor; or (c) an event that would result in the creation or
imposition of any lien, charge or encumbrance on any asset of Condor.
3.12. Full Disclosure. None of the representations and warranties made by
Condor herein or in any exhibit, certificate or memorandum furnished or to be
furnished by Condor or on its behalf, contains or will contain any untrue
statement of material fact or omit any material fact the omission of which would
be misleading.
3.13. Assets. Condor has good and marketable title to all of its property,
free and clear of all liens, claims and encumbrances, except as otherwise
indicated on Exhibit 3.13 attached hereto.
4. COVENANTS RELATING TO THE PERIOD PRIOR TO CLOSING.
4.1. Investigative Rights. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsel, accountants, auditors and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party's properties, books, contracts, commitments and
records for the purpose of examining the same. Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request.
4.2. Conduct of Business. Prior to Closing, the Shareholders represent that
Rogart shall conduct its business in the normal course. Rogart shall not amend
its Articles of Incorporation or Bylaws (except as may be described in this
Agreement), declare dividends, redeem securities, incur additional or
newly-funded liabilities outside the ordinary course of business, acquire or
dispose of fixed assets, change employment terms, enter into any material or
long-term contract, guarantee obligations of any third party, settle or
discharge any balance sheet receivable for less than its stated amount, pay more
on any liability than its stated amount, or enter into any other transaction
without the prior approval of Condor, not to be unreasonably withheld.
5. CLOSING.
5.1. Closing. The closing of this transaction shall be held at the offices
of Condor on or prior to February 15, 2000, or at such other place and time as
is mutually agreeable to the parties, or by FAX and Federal Express.
5.2. Shareholders' Deliveries at Closing. At the Closing, the Shareholders
shall deliver the following items:
5.2.1 Certificates representing all of the shares of capital stock
Rogart held by the Shareholders, along with a stock power or stock powers
with signatures guaranteed, duly executed by the Shareholders in blank or
to Condor Capital, Inc.;
6
5.2.2 An investment letter in the form of Exhibit 1.2 hereof, duly
executed by the Shareholders;
5.3. Condor's Deliveries at Closing. 2.2 CAPITAL Deliveries at Closing.
At the Closing, Condor shall deliver the following items:
5.3.1 Either (a) certificates representing the Condor Shares, duly
issued with restrictive legend, to the Shareholders as listed on Schedule A
attached hereto, or (b) a copy of a letter from Condor to its transfer
agent, American Securities Transfer & Trust, Inc., instructing such
transfer agent to issue the certificates representing the Condor Shares to
the Shareholders as listed on Schedule A.
5.3.2 Resignations of the officers and directors of Condor in the form
attached hereto as Exhibit 5.3.2(a) and a resolution concurrently therewith
appointing Rogart's designated Officers and Directors as the new Officers
and Directors of Condor, as set forth on Exhibit 5.3.2(b) attached hereto
6. CONDITIONS TO OBLIGATIONS TO CLOSE AND MATERIAL TERMS OF AGREEMENT.
6.1. Conditions to Obligations of Rogart and Shareholders to Close. The
obligations of the Shareholders to consummate the transactions contemplated by
this Agreement shall be subject to the satisfaction of the conditions that the
representations and warranties of Condor shall be true in all material respects
on and as of the Closing Date with the same force and effect as though made on
and as of the Closing date, that Condor shall have performed and complied in all
material respects with all covenants and agreements required by this Agreement
to be performed or complied with by it on or prior to the Closing Date.
6.2. Conditions to Obligations of Condor. The obligations of Condor to
consummate the transactions contemplated by this Agreement shall be subject to
the satisfaction of the conditions that the representations and warranties of
Rogart and the Shareholders shall be true in all material respects on and as of
the Closing Date with the same force and effect as though made on and as of the
Closing Date, that the Shareholders shall have performed and complied in all
material respects with all covenants and agreements required by this Agreement
and between Condor, its shareholders and Rogart and related parties, be
performed or complied with by it on or prior to the Closing Date.
7. INDEMNIFICATION.
7.1. Indemnification by Shareholders. The Warranting Shareholders agree to
indemnify, defend and hold the Condor shareholders, Condor, its officers and
directors, harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorney fees that it
7
shall incur or suffer, which arise out of, result or relate to any breach of, or
failure by Rogart perform any of its material representations, warranties,
covenants or agreements in this Agreement or in any schedule, certificate,
exhibit or other instrument furnished or to be furnished by Shareholders under
this Agreement; provided however, that notice of any such breach shall have been
communicated with specificity within two (2) years of the date hereof.
7.2. Indemnification by Condor. Condor agrees to indemnify, defend and hold
the Shareholders harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorney fees, that
it shall incur or suffer, which arise out of, result or relate to any breach of,
or failure by Condor to perform any of its material representations, warranties,
covenants or agreements in this Agreement or in any schedule, certificate,
exhibit or other instrument furnished or to be furnished by Condor under this
Agreement.
7.3. Notice and Opportunity to Defend. If there occurs an event which any
Party asserts is an indemnifiable event, the Party seeking indemnification shall
notify the Party obligated to provide indemnification (the "Indemnifying Party")
promptly. If such event involves (i) any claim or (ii) the commencement of any
action or proceeding by a third person, the Party seeking indemnification will
give such Indemnifying Party written notice of such claim or the commencement of
such action or proceeding. Such notice shall be a condition precedent to any
liability of the Indemnifying Party hereunder. Such Indemnifying Party shall
have a period of thirty (30) days within which to respond thereto. If such
Indemnifying Party does not respond within such thirty (30) days period, such
Indemnifying Party shall be obligated to compromise or defend, at its own
expense and by counsel chosen by the Indemnifying Party shall provide reasonably
satisfactory to the Party seeking indemnity, such matter and the Indemnifying
Party shall provide the Party seeking indemnification with such assurances as
may be reasonably required by the latter to assure that the Indemnifying Party
will assume, and be responsible for, the entire liability issue. If such
Indemnifying Party does not respond within such thirty (30) day period and
rejects responsibility for such matter in whole or in part, the Party seeking
indemnification shall be free to pursue, without prejudice to any of its rights
hereunder, such remedies as may be available to such Party under applicable law.
The Party seeking indemnification agrees to cooperate fully with the
Indemnifying Party and its counsel in the defense against any such asserted
liability. In any event, the Party seeking indemnification shall have the right
to participate at its own expense in the defense of such asserted liability. Any
compromise of such asserted liability by the Indemnifying Party shall require
the prior written consent of the Party seeking indemnification. If, however, the
Party seeking indemnification refuses its consent to a bona fide offer of
settlement which the Indemnifying Party wishes to accept, the Party seeking
indemnification may continue to pursue such matter, free of any participation by
the Indemnifying Party, at the sole expense of the Party seeking
indemnification. In such event, the obligation of the Indemnifying Party to the
Party seeking indemnification shall be equal to the lesser of (i) the amount of
the offer of settlement which the Party seeking indemnification refused to
accept plus the costs and expenses of such Party prior to the date the
Indemnifying Party notifies the Party seeking indemnification of the offer of
settlement and (ii) the actual out-of-pocket amount the Party seeking
indemnification is obligated to pay as a result of such Party's continuing to
pursue such an offer. An Indemnifying Party shall be entitled to recover from
the Party seeking indemnification any additional expenses incurred by such
Indemnifying Party as a result of the decision of the Party seeking
indemnification to pursue such matter.
8
8. MISCELLANEOUS.
8.1. Costs. Each party shall bear its own costs associated with this
Agreement, the closing of this Agreement, and all ancillary or related measures,
including without limitation, costs of attorneys fees, accountants fees, filing
fees, or other costs or expenses, without right or recourse from the other.
8.2. Additional Documentation. The parties acknowledge that further
agreements and documents, in addition to the Exhibits appended hereto, may be
required in order to effect the transactions contemplated hereunder. Each party
agrees to provide and execute such other and further agreements or documentation
as, in the opinions of respective counsel, are reasonably necessary to effect
the transactions contemplated hereunder and to maintain regulatory and legal
compliance.
8.3. Captions and Headings. The article and paragraph headings throughout
this Agreement are for convenience and reference only and shall not define,
limit or add to the meaning of any provision of this Agreement.
8.4. 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 such waiver, change,
modification or discharge is sought.
8.5. Non-Waiver. 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. No waiver by any party of one breach by another party shall be
construed as a waiver with respect to any subsequent breach.
8.6. Time of Essence. Time is of the essence of this Agreement and of each
and every provision.
8.7. Choice of Law. This Agreement and its application shall be governed by
the laws of the State of Colorado.
8.8. Counterparts and/or Facsimile Signature. This Agreement may be
executed in any number of counterparts, including counterparts transmitted by
telecopier or FAX, any one of which shall constitute an original of this
Agreement. When counterparts of facsimile copies have been executed by all
parties, they shall have the same effect as if the signatures to each
counterpart or copy were upon the same document and copies of such documents
shall be deemed valid as originals. The parties agree that all such signatures
may be transferred to a single document upon the request of any party.
9
8.9. 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 Condor, addressed to it at:
--------------------------------
Mr. John H. Venette, Secretary / Treasurer
Condor Capital, Inc.
5353 Manhattan Circle
Suite 201
Boulder, Colorado 80303
With copy to Counsel, addressed to:
-----------------------------------
George G. Chachas, Esq.
Wenthur & Chachas
4180 La Jolla Village Drive
Suite 500
La Jolla, California 92037
If to Rogart and the Shareholders, to them at:
----------------------------------------------
Rogart Limited
c/o Mr. Lee Gahr
#602-1489 Marine Drive
West Vancouver
B.C. Canada V7T 1B8
With a copy to their Counsel, addressed to:
-------------------------------------------
Mr. Robert Brown
McLachlan Brown Anderson
10th Floor - 938 Howe Street
Vancouver
B.C. Canada V6Z 1N9
8.10. 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.
8.11. 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.
8.12. Brokers. The parties hereto represent that no other broker has
brought about this Agreement, and no other finder's fee has been paid or is
payable by either party, except for the broker whose name is set forth on
Exhibit 8.12, and whose fee shall be paid by the Shareholders. Each party hereto
shall indemnify and hold the other harmless against any and all claims, losses,
liabilities or expenses which may be asserted against it as a result of its
dealings, arrangements or agreements with any other broker.
10
8.13. Survival of Representations and Warranties. The representations,
warranties, covenants and agreements of the parties set forth in this Agreement
or in any instrument, certificate, opinion or other writing provided for herein
shall survive the Closing.
AGREED AND ACCEPTED as of the date first above written.
CONDOR CAPITAL, INC.
A Colorado Corporation
Dated: 2-16-00 /S/ Robert Hirsekorn
-----------------------------------
By: Robert Hirsekorn
Its: President
Dated: 2-16-2000 /S/ John Venette
-----------------------------------
By: John Venette
Its: Secretary / Treasure / CFO
ROGART LIMITED
A Turkish Republic of
Northern Cyprus Corporation
Dated: 2/15/2000 /S/ Lee Gahr
-----------------------------------
By: Lee Gahr
Its: President
SHAREHOLDERS OF ROGART LIMITED WHO WILL WARRANT THE REPRESENTATIONS HEREIN:
/S/ Fatma Yerli /S/ Sefik Yerli
- -------------------------------- -----------------------------------
Fatma Yerli Sefik Yerli
Secretary / Director Director
11
NON-WARRANTING ROGART INCORPORATED SHAREHOLDER SIGNATURE PAGE for Acquisition
Agreement and Plan of Reorganization between Condor Capital, Inc., and the
Shareholders of Rogart, Inc.
The undersigned shareholders of Rogart hereby execute this Agreement solely for
the purpose of affirming the following and for no other purpose.
Delivery of Rogart Stock.
Each Rogart Shareholder signing hereto hereby agrees to sell, assign,
transfer and deliver and does hereby sell, assign, transfer and deliver to
Condor, and Condor agrees to acquire and accept from each Rogart Shareholder,
upon the terms and conditions set forth in this Agreement, complete, absolute
and unencumbered right, title and interest in and to the Rogart Shares held by
each Rogart Shareholder.
Consideration.
The entire consideration to be paid to Rogart Shareholders in exchange for
the transfer, assignment and deliver of the Rogart Shares is the common shares
of the authorized but unissued capital stock of Condor as allocated on Schedule
A to each shareholder.
Exchange of Shares and Warrants.
At the Closing Date as defined in this Agreement, Condor shall deliver to
the Rogart Shareholders, in accordance with Schedule A, 2,500,000 shares of the
authorized but unissued Common Stock of Condor (the "Condor Shares"). The
exchange of shares contemplated by this Agreement is intended to result in a
tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Code.
The Rogart Shareholders agree to assist Condor in adopting and filing any
documentation necessary to comply with the Code in order to preserve the
tax-free treatment of the within exchange of shares. At the Closing Date as
defined in this Agreement, Condor shall deliver to the appropriate Officer in
accordance Schedule A.
Investment Representation.
The Shares being acquired by the Rogart Shareholders hereunder are being
acquired for investment purposes only and not with a view towards resale or
redistribution and no person or entity has any beneficial interest in such
shares except the Rogart Shareholders. The Shares being acquired have not been
registered under the Securities Act of 1933 as amended (the "Securities Act"),
are restricted securities and the Rogart Shareholders acknowledge and agree that
they may not sell, offer, transfer, hypothecate or convey such shares except
pursuant to a registration statement pursuant to the Securities Act or an
exemption therefrom. Such shares shall be issued with the following legend and
shall be subject to a stock transfer order delivered by the Company to the
transfer agent, such legend to be as follows:
12
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION FOR THESE SHARES UNDER SUCH ACT
OR AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.
NOT APPLICABLE
Dated: ------------------------------
Signature of Non-Warranting
Rogart Limited Shareholder
13
SCHEDULE A
LIST OF ROGART SHAREHOLDERS
Shareholder Number of Number of
Name and Address Rogart Shares Condor Shares
- --------------------------------------------------------------------------------
Fatma Yerli 50 1,250,000
3 Namik Kemal Cad. Girne
Sefik Yerli 50 1,250,000
3 Namik Kemal Cad. Girne
- --------------------------------------------------------------------------------
Total 100 2,500,000
EXHIBIT 1.2
INVESTMENT LETTER
- --------------------------------------------------------------------------------
Mr. John Venette, Secretary / Treasurer
Condor Capital, Inc.
5353 Manhattan Circle
Suite 201
Boulder, Colorado 80303
Re: INVESTMENT LETTER
Gentlemen:
The undersigned having acquired by a stock-for-stock exchange a certain
amount of the total 2,500,000 restricted and unregistered shares of Common
Stock, non par value per share (the "Securities") of Condor Capital, Inc., a
Colorado Corporation, (the "Company"), hereby represents to the Company that:
1. The Securities which are being acquired by the undersigned are being
acquired for the undersigned's 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 unless, in the opinion of the Company's counsel, such disposition
conforms with applicable securities laws requirements.
3. The undersigned is aware that the Securities are "restricted securities"
as that term is defined in Rule 144 (the "Rule") promulgated under the
Securities Act of 1933, as amended (the "Act").
4. The undersigned acknowledges that the undersigned has had an opportunity
to ask questions of and receive answers from duly designated representatives of
the Company concerning the finances of the Company and the proposed business
plan of the Company.
5. 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.
6. The undersigned further acknowledges that the undersigned 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"). The Rule
permits sales of "restricted securities" upon compliance with the requirements
of such Rule. If and when the Rule is available to the undersigned, the
undersigned may make only sales of the Securities in accordance with the terms
and conditions of the rule (which may limit the amount of Securities that may be
sold).
Investment Letter
Page 2 of 2
- --------------------------------------------------------------------------------
7. By reason of the undersigned's 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 by the undersigned
in the Securities.
8. The undersigned is capable of bearing the economic risks of an
investment in the Securities. The undersigned fully understands the speculative
nature of the Securities and the possibility of loss.
9. The undersigned's present financial condition is such that the
undersigned is under no present or contemplated future need to dispose of any
portion of the Securities to satisfy any existing or contemplated undertaking,
need, or indebtedness.
10. Any and all certificates representing the Securities, and any and all
securities issued in replacement thereof or in exchange therefor, shall bear the
following restrictive legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION FOR THESE SHARES UNDER SUCH ACT
OR AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.
11. The undersigned further agrees that the Company shall have the right to
issue stop-transfer instructions to its transfer agent until such time as sale
is permitted under Security Laws and acknowledges that the Company has informed
the undersigned of its intention to issue such instructions.
Very truly yours,
----------------------------------
Undersigned
Date:
----------------------------------
Address
----------------------------------
Social Security Number
EXHIBIT 2.4
SUBSIDIARIES OF ROGART
- --------------------------------------------------------------------------------
None.
However, Rogart is the owner of 40.0% of the Common Stock of DesignerMale.com,
Inc., and has an option to purchase up to a total of 49.0% of the shares of
common stock of DesignerMale.Com, Inc.
EXHIBIT 2.5
PRESENT OFFICERS AND DIRECTORS ROGART
- --------------------------------------------------------------------------------
OFFICERS
- --------
Lee Gahr - President
DIRECTORS
- ---------
Fatma Yerli
3 Namik Kemal Cad. Girne
Sefik Yerli
3 Namik Kemal Cad. Girne
EXHIBIT 2.6
AUDITED FINANCIAL STATEMENTS ROGART
- --------------------------------------------------------------------------------
TO BE PROVIDED WITHIN SIXTY (60) DAYS OF CLOSING
EXHIBIT 2.8
LIABILITIES OF ROGART
- --------------------------------------------------------------------------------
NONE
EXHIBIT 2.12
ROGART LITIGATION AND LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
NONE
EXHIBIT 2.16
EXCEPTIONS TO GOOD TITLE TO ASSETS OF ROGART
- --------------------------------------------------------------------------------
NONE
EXHIBIT 2.17
MATERIAL CONTRACTS OF ROGART
- --------------------------------------------------------------------------------
1. Rogart is the owner of 40.0% of the Common Stock of DesignerMale.com,
Inc., and has an option to purchase up to a total of 49.0% of the shares of
common stock of DesignerMale.Com, Inc. A copy of said contract is attached
hereto.
EXHIBIT 3.5
SUBSIDIARIES OF CONDOR
- --------------------------------------------------------------------------------
NONE
EXHIBIT 3.6
PRESENT OFFICES AND DIRECTORS OF CONDOR
- --------------------------------------------------------------------------------
OFFICERS
- --------
President ................... Robert Hirsekorn
CFO ......................... John H. Venette
Secretary / Treasure......... John H. Venette
DIRECTORS
- ---------
Robert Hirsekorn
John H. Venette
EXHIBIT 3.13
EXCEPTIONS TO GOOD TITLE TO ASSETS OF CONDOR
- --------------------------------------------------------------------------------
NONE
EXHIBIT 5.3.2(a)
FORM OF RESIGNATION OF CONDOR OFFICERS AND DIRECTORS
- --------------------------------------------------------------------------------
Condor Capital, Inc.
Attn: Board of Directors
Dear Gentlemen:
I, _______________________, hereby resign as and officer and director of Condor
Capital, Inc., effective as of the closing of that certain Acquisition Agreement
and Plan of Reorganization between Condor Capital, Inc., and Rogart Limited.
Also, the undersigned states that this resignation is not because of any
disagreements between himself and the management of the Company relating to the
Company's operations, policies or practices.
Dated: ______________________ ______________________________
Name
EXHIBIT 5.3.2(b)
POST CLOSING OFFICERS AND DIRECTORS OF CONDOR
- --------------------------------------------------------------------------------
OFFICERS
- --------
Chairman & CEO .............. Lee E. Gahr
Secretary / Treasurer ....... W. Patrick Battista
DIRECTORS
- ---------
Lee E. Gahr
W. Patrick Battista
George H. Lerg
EXHIBIT 8.12
BROKERS
- --------------------------------------------------------------------------------
With the exception of the shares issued to the Shareholders of Rogart as set
forth herein, no brokerage of finders' fees in the form of cash or securities
were paid to any party or person in connection with the acquisition.