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
December 29, 2001
(Date of Earliest Event Reported)
TUFF COAT MANUFACTURING, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-31243 91-2048016
(State or other jurisdiction Commission file (IRS Employer
of corporation) Number Identification No.)
OSAGE ACQUISITION CORPORATION
1800 North Hill Avenue
Willow Grove PA 19090
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(Former name and former address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On December 29, 2001, pursuant to an Agreement
and Plan of Reorganization between Osage Acquisition Corporation
("Osage"), a Nevada corporation, TUFF Coat Manufacturing, L.L.C.
("TUFF Coat"), a Colorado Limited Liability Company, and the Members
of TUFF Coat, Osage acquired all of the Membership Certificates of
TUFF Coat from the Members thereof in an exchange for an aggregate
of 7,500,000 shares of common stock of Osage (the "Acquisition").
By virtue of the Acquisition, TUFF Coat became a wholly-owned
subsidiary of Osage.
The Acquisition is intended to qualify as a reorganization
within the meaning of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended.
In connection with the Acquisition, Osage issued prior to
the Acquisition at par value, 3,500,000 shares of its common stock
for past services rendered, the prior Officer and Director of Osage
resigned, new Officers and Directors of the Company were appointed
and elected, and Osage changed its name to TUFF Coat Manufacturing,
Inc. ("TUFF Coat Manufacturing, Inc." or "the Company" or the
"Registrant").
A copy of the Acquisition Agreement is filed as an exhibit
to this Report and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
(b) The following table contains information
regarding the shareholdings of the Company's current Directors and
Executive Officers and those persons or entities who beneficially
own more than 5% of its common stock (giving effect to the exercise
of any warrants held by each such person or entity which are
exercisable within 60 days hereof):
Number of Shares Percent of
of Common Stock Common Stock
Name Beneficially Owned (1) Beneficially Owned(2)
Bill Duffle 3,000,000 27.2 %
Mehl Family Ltd.
Partnership (3) 2,100,000 19.2 %
PB Family LTD Partnership 2,100,000 19.2 %
John Heskett 1,730,000 15.7 %
Peter Goss 432,500 3.9 %
Leonard Berwick 432,500 3.9 %
Robert Hanamarian 432,500 3.9 %
James Ditanna 432,500 3.9 %
Jana Campfield 300,000 2.7 %
Elizabeth Goss 40,000 0.4 %
All Executive Officers and Directors of the Company as a group (5
persons)
(1) Includes options and warrants which are
exercisable within 60 days of the date of this
report.
(2) Based upon 11,000,000 shares outstanding as of
the date of this Report.
(3) Bob Mehl, a Director of the Company is a member
of the Mehl Family Ltd. Partnership, of which
his wife, Nanett Mehl is the general partner of
which he may be deemed the beneficial owner.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the
Acquisition Agreement was negotiated between Osage and TUFF Coat.
In evaluating the Acquisition, Osage used criteria such as TUFF
Coat's ability to compete in the market place, its current and
anticipated business operations, its management experience and
Business Plan. Osage had no assets or liabilities and in evaluating
Osage, TUFF Coat placed a primary emphasis on Osage's status as a
reporting company under Section 12(g) of the Securities Exchange Act
of 1934, as amended, and the facilitation of TUFF Coat becoming a
reporting company under the 1934 Act.
(b) The Company intends to actively develop the
business strategies, operations and management teams of acquired or
founded entities.
THE COMPANY
TUFF Coat, L.L.C., the wholly-owned subsidiary of TUFF
Coat Manufacturing, Inc., was established to develop, manufacture,
and market Ultra TUFF, which is a water-based, cross-linked, UV
resistant polyurethane coating which is textured with abrasion,
chemical resistance, and non-slip properties. (All references to
"the Company" include TUFF Coat Manufacturing, Inc., and its
subsidiary, TUFF Coat, L.L.C.) The Company has developed and is
currently manufacturing and distributing its Ultra TUFF products for
all applications where non-slip properties of a particular surface
or flooring are required. Ultra TUFF is, and can be, blended for
multiple applications with the formulas being proprietary and
confidential but to the key personnel of the Company.
The Company is a new company which has developed sales,
customers, and orders over a period of approximately two and
one-half years. The Company's development and operations are
subject to the risks and competition inherent in the establishment
of a new business enterprise. Its market share in relation to other
non-slip coatings is minimal.
There can be no assurance that the Company will be able to
implement its business plan successfully and make a profit selling
its products. There can be no assurance the Company will be able to
continue to manufacture the Ultra TUFF line of products, although it
would be able to produce and sell its products economically or in
sufficient quantities to enable the Company to continue as a going
concern.
THE PRODUCT
The Company's principal product is the Ultra TUFF and TUFF
Coat Marine Non-Skid Coatings. Ultra TUFF and TUFF Coat Marine
Non-Skid Coatings are water-based, single component products. Ultra
TUFF is created through a process of cross-linking urethanes,
acrylics, and copolymers, and utilizes recycled crumb rubber as an
aggregate. The coatings are designed to provide a highly durable,
impact resistant non-slip surface. Ultra TUFF in its standard form
can be rolled or sprayed on, and is available in 17 standard colors.
Color-matching is available in minimum batch sizes of 10 gallons.
Ultra TUFF has no pot life and has a minimum shelf life of one year
from manufacture. Ultra TUFF cures as a result of a cross-linking
process and is touch dry in 30 minutes per coat (77 F and 50%
humidity). Light traffic is possible after 10 to 12 hours, hard
dryness in 24 hours, and a full chemical cure within 5-7 days.
Ultra TUFF can also be manufactured into both a flexible
and hard drying product to allow for different applications. Where
the surface needs to be flexible, Ultra TUFF is available in Ultra
TUFF flex. This product allows for movement and contortion of the
surface for applications with marine fiberglass decking and other
surfaces which may bend or bow with weight or pressure. The Ultra
TUFF products are intended to eliminate the use of sand as the
common aggregate utilized in non-slip coatings, as well as provide
an environmentally friendly product which is water-based. The
Company believes that the Ultra TUFF products are user-friendly and
provide a reliable alternative to competitive products. By using
the Ultra TUFF product, the customer can eliminate the use of
expensive equipment or complex tools to apply the product. The
product can be rolled, brushed or sprayed on with the equipment
being cleaned with hot or cold water. The adhesion characteristics
of the product is consistent with concrete, treated lumber, steel,
asphalt, rubber, previously painted surfaces, wood, aluminum,
fiberglass, plastic, galvanized metal.
The Company believes that slip and fall accidents are the
number one cause of injury in the United States. By using the a
non-skid coating like Ultra TUFF, accidents may be avoided. The
Company also believes that their product will meet the requirements
set forth in the Americans with Disabilities Act regarding public
floors and public buildings. Specifically, Section 1910.231 of the
American with Disabilities Act provides that: "steps with non-skid
surfaces shall be provided"; Section 1910.236 provides: "all
walkways shall be maintained in a non-slip condition"; and Section
1910.261 provides: "all walkways shall have non-slip surfaces."
MANUFACTURING
The Company intends to continue to use its Colorado
manufacturing facilities in the manufacture of Ultra TUFF. The
manufacture of Ultra TUFF at the Colorado facilities is accomplished
by the blending of resins with over of 18 other chemicals, which are
nonhazardous, in either of two 200-gallon polypropylene drums
located at the facilities. These chemicals are blended together
with a 25 hp Hawkmeyer Disperser as a concentrate, which is either
placed in drums for later mixing or mixed at that time depending on
existing orders and the size of those orders.
If an existing order is being filled by the Company,
colorants and additional additives are mixed at that time within the
vats or other additional vats that are located at the premises. If
the Company is merely storing the mix without the addition of
colorants to fill an existing order, this concentrate is stored in
drums and is considered 90% complete. As orders come in, the
Company will then use this concentrate to add the colorants and
remaining chemicals to prepare the finished product of Ultra TUFF,
depending upon the application and specific order of the customer.
The Company packages the product, depending upon the order, in
either quart, 1-gallon, 5-gallon, or 55-gallon containers.
The Company also supplies and provides two primers which
are purchased from other companies and labeled under the TUFF Coat
brand name. The Company currently has several sources for the
purchase of the resins, aggregate and chemical components used in
the manufacturing process. A continued supply of these raw products
is critical to the success of the Company's business. Without these
raw products, the Company will not be able to manufacture Ultra
TUFF. The inability to manufacture the Ultra TUFF in its various
forms would have a material adverse effect on the Company's operations.
MARKETING
The Company markets the product directly and through
distributors. The Company currently has approximately 20
distributors throughout the United States for the retail sale of its
product. The Company maintains a web site at www.ultratuff.net and
attends various trade shows throughout the United States. The
Company also draws upon existing customer relationships and
referrals for development of new customers. The Company believes
that the market for Ultra TUFF is sizeable as new customers learn
more about the product and its ease of application.
The Company also believes the need for quick
implementation of a marketing strategy which will allow for greater
exposure to potential customers will continue to positively effect
the Company's operations. The Company anticipates its customers to
be both large and small customers, including those in marine
applications. The Company believes that more customers will be
derived from those situations where a non-slip surface will increase
productivity or safety for the customer.
CUSTOMERS
The Company currently has a number of customers and sells
approximately 10,000 gallons of Ultra TUFF on an annual basis. The
Company anticipates that it will expand its customer base to include
newer customers. However, there can be no assurance that the
Company will attract new customers, or that existing customer
relationships will continue.
WARRANTY AND SERVICE
The Company currently provides a 1 year warranty on all of
its products. The Company does, at the time of purchase, offer
extended warranties based upon the intended application of the
product by the customer. These are termed special warranties and
can extend up to 5 years based upon the particular application and
the request of the customer. The Company currently has a 10 year
warranty for the product applied to the Atlantic City Surf Stadium
in New Jersey.
COMPETITION
The Company faces both indirect and direct competition. The
indirect competition presents itself in the form of other products
incorporating sand-based aggregates. Direct competitors are
manufacturers of non-slip coatings which utilize crumb rubber.
Competitors include Duraback, which utilizes crumb rubber but also
incorporates 30% xylene, which is toxic. The Duraback product sells
for approximately $30-40 more per gallon than the Company's Ultra
TUFF product. There is also a direct competitor and the Company
believes that their products are designed for the heavier industrial
uses and are more expensive than the TUFF Coat products.
REGULATION
The Company's business is not subject to any special
regulatory regime, other than general laws and regulations, such as
employment and safety regulations that apply generally to
manufacturers. Ultra TUFF has been approved and is compliant with
USDA and FDA for food preparation and restaurant areas.
EMPLOYEES
As of December 29, 2001, the Company had 3 full time
employees
PATENTS, TRADEMARKS AND LICENSES
The Company does not intend to apply to the United States
Patent Office for patents at this time. The Company is concerned
that without a more significant market share and capitalization the
product would be replicated by a larger competitor within the paint
industry by changing some of the product's components.
The Company intends to arrange to license other necessary
technologies if so required. There is no assurance that third party
licensing will be successful and the failure to do so may have an
adverse effect on the Company's business.
OFFICES
The Company leases 5,000 square feet for its
manufacturing, product development, and executive offices at 2065 E.
Main Street, Suite C, Montrose, Colorado 81401. Its telephone
number is (877) 252-9457 and its facsimile number is (970) 240-8963.
The lease expires in May, 2002, with an option to extend annually.
The lease rate, as of December 31, 2001, was $1,200.00 per month.
The Company maintains an Internet Web site at
www.ultratuff.net.
LEGAL PROCEEDINGS
The Company is not involved in any lawsuits other than
routine litigation incidental to ongoing business. The Company did
settle a dispute with Slip-Proof Technologies regarding distribution
rights under an Agreement dated the 3rd day of January, 2001, under
an executed Release Agreement in exchange for shares in the amount
of 250,000 shares of restricted common stock.
DESCRIPTION OF SECURITIES
The Company's certificate of incorporation, by-laws and
corporate governance are subject to the provisions of the Nevada
general corporation law, as amended and interpreted from time to time.
COMMON STOCK
The Company is authorized to issue 100,000,000 shares of
common stock, $.001 per value per share, of which 11,000,000 shares
were outstanding as of the date of this report.
Holders of shares of common stock are entitled to one vote
for each share on all matters to be voted on by the stockholders.
Holders of common stock do not have cumulative voting rights.
Holders of common stock are entitled to share ratable in dividends,
if any, as my be declared from time to time by the Board of
Directors in its discretion from funds legally available thereof. In
the event of liquidation, dissolution of winding up of the Company,
the holders of common stock remaining after payment in full of all
liabilities.
Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no conversion or
redemption rights or sinking fund provisions with respect to the
Common Stock.
MARKET FOR THE COMPANY'S SECURITIES
There is currently no trading market for the Company's
securities. The Company intends to file a registration statement on
Form SB-2, or such other from as may be required, to register
certain of the securities held by its shareholders and such other
securities as it may deem advisable.
After effectiveness of its registration statement, the
Company intends to apply for quotation of its securities on the NASD
OTC Bulletin Board. If the Company;'s securities are not quoted on
the NASD OTC Bulletin Board, a security holder my find it more
difficult to dispose of, or to obtain accurate quotations as to the
market value of, the Company's securities. The over-the-counter
market ("OTC") differs from national and regional stock exchanges in
that it (1) is not cited in a single location but operates through
communication of bids, offers and confirmations between
broker-dealers and (2) securities admitted to quotation are offered
by one or more broker-dealers rather than the " specialist" common
to stock exchanges.
The market for OTC common stock is often characterized by
low volume and broad price and volume volatility. The Company cannot
give any assurance that a stable trading market will develop for its
stock or that an active trading market will be sustained. Moreover,
the trading price of the Company's common stock could be subject to
wide fluctuations due to such factors as quarterly variations in
operating results, competition, announcements of new product
enhancements by the Company or its competitors, regulatory changes,
differences in actual results from those expected by investors and
analysts, changes in financial estimates by securities analyst, and
other events or factors.
In order to qualify for quotation on the NASD OTC Bulletin
Board, an equity security must have one registered broker-dealer,
known as the market maker, willing to list bid or sale quotations
and to sponsor such a Company listing. If it meets the
qualifications for trading securities on the NASD OTC Bulletin Board
the Company's securities will trade on the NASD OTC Bulletin Board
until such future time, if at all, that it applies and Nasdaq
SmallCap Market. The Company may never qualify for trading on the
NASD OTC Bulletin Board or listing on the NASD SmallCap Market.
When qualified, if ever (of which there can be no
assurance), the Company intends to apply for quotation of its
securities on the Nasdaq SmallCap Market.
In order to qualify for admission for listing on the
Nasdaq SmallCap Market, and equity security must, in relevant
summary, (1) be registered under the Securities Exchange Act of
1934; (2) have at least three registered and active market makers,
on of which may be a market maker entering a stabilizing bid; (3)
for initial inclusion, be issued by a company with 4,000,000 in net
tangible assets, or $50,000,000 in market capitalization, or
$750,000, in net income in two of the last three years (if
operating history is less than one year then market capitalization,
must be at least $50,000,000); (4) have a public float of at least
1,000,000 shares with a value of at least $5,000,000; (5) have a
minimum bid price of $5.00 per share; and (6) have at least 300
beneficial shareholders.
MANAGEMENT
The following table sets forth certain information
regarding the members of executive officers:
Name Age Position
Bill Duffle 42 Chairman, President,Chief
Executive Officer, Director
Bob Mehl 70 Vice President, Director
Jim Ditanna 51 Secretary/Treasurer,
Director, Chief
Financial Officer
Pete Goss 64 Director
Lyn Berwick 64 Director
All officers and directors of time of the Acquisition on
December 29, 2001. All directors hold office until the next annual
meeting of shareholders or until their successors are duly elected
and qualified. Officers serve at the pleasure of the Board of
Directors. Set forth below is a summary description of the business
experience of each director and executive officer of the Company.
BILL DUFFLE serves as Chairman, President, Chief Executive
Officer and Director. He is a graduate of Romona High School in
Riverside, California. Mr. Duffle attended Riverside City College
for two years where he studied Business Management. Mr. Duffle
worked for a concrete and coatings company from 1976 to 1988. He
then started Tyler Concrete and Coatings. Mr. Duffle sold his
business in 1993 and moved to Colorado. He is presently the
Operating Manager of TUFF Coat, L.L.C.
ROBERT L. MEHL serves as Vice President and Director. Mr.
Mehl has been in the natural resources business for over 45 years
and has been an officer and board member of several public and
private companies. Mr. Mehl holds BA & MS degrees in geology from
the University of Kansas, as well as post-graduate studies in
business and law. Mr. Mehl held various management positions with
Standard Oil Company of California that extended through North
America, Europe and Africa; and, Inexco Oil Co., Inc., including the
position of Vice President. Mr. Mehl was a founder and President of
Energetics, Inc., an oil and gas exploration and development
company, and President of Resources International, a mining company.
JAMES A. DITANNA serves a Director, Secretary/Treasurer
and Chief Financial Officer. Mr. Ditanna graduated from the
University of Pennsylvania with Dual Masters Degrees (MBA/MGA) Magna
Cum Laude. Mr. Ditanna is also affiliated with the American
Financial International Group, which has offices through the United
States and in London, England.
PETER R. GOSS serves as Director. Mr. Goss is Executive
Vice President of First City Bankers. In this capacity, he provides
merger and acquisition services and recommend strategies and
implementation for financial restructuring. First City is
responsible for the merger and acquisition of area companies and is
involved in the financing of numerous home mortgages and various
commercial ventures. Mr. Goss received a B.S. in Business
Administration from Temple University in 1959, and an M.B.A. in
Industrial Relations from Temple University (Graduate School) in 1967.
LEONARD J. BERWICK serves as Director. Mr. Berwick is
Chairman and CEO of First City Bankers. He is listed in the World
Book of Industry and Banking and was a consultant to a book on
banking which is for sale in bookstores in America (Regulation
Deregulation Regulation). First City is responsible for the merger
and acquisition of area companies and is involved in the financing
of numerous home mortgages and various commercial ventures.
The Company has no audit, compensation or executive
committees.
EXECUTIVE COMPENSATION
No officer or employee of the Company earned in excess of
$100,000 in the year ended December 31, 2001.
RISK FACTORS
THE COMPANY IS CURRENTLY OPERATING WITHOUT SUFFICIENT CAPITALIZATION
The Company currently operates without sufficient
capitalization to expand new markets and obtain large numbers of
additional customers. If the Company continues to operate without
sufficient capitalization, the Company may need to raise additional
capital through the sale of its securities or from debt or equity
financing. If the Company is not able to raise such financing or
obtain alternative sources of funding, management will not be able
to expand the business to obtain a significant market share to
maintain profitability. The Company's operations are subject to the
risks and competition inherent in the establishment of new business
enterprise. There can be no assurance that future operations will
be profitable. The Company may not achieve its business objectives
and the failure to achieve such goals would have an adverse impact
on it.
THE COMPANY MAY NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE FOR ITS
OPERATIONS AND IF IT IS UNABLE TO SECURE SUCH FINANCING THE COMPANY
MAY NOT BE ABLE TO SUPPORT ITS OPERATIONS.
Future events, including the problems, delays, expenses
and difficulties frequently encountered by new companies, my lead to
cost increases that could make the Company's funds insufficient to
support its capital, including an offering of its equity securities,
an offering of debt securities or obtaining financing through a bank
or established a limit as to the amount of debt ratio of its equity
to allowance. If the Company needs to obtain additional financing,
such financing may not be available from any source, not available
on terms acceptable to the Company. Any future offering of
securities may not be successful. If additional funds are raised
through the issuance of equity securities, there may be a
significant dilution in the value of the Company's outstanding
common stock. The Company could suffer adverse consequences if it
is unable to obtain additional capital when needed.
LIMITED OPERATING HISTORY ON WHICH TO MAKE AN INVESTMENT DECISION
The Company has a limited operating history upon which an
investor may evaluate making an investment in the Company.
Accordingly, in reviewing the actual operating results of the
Company, an investor will only be able to examine the start-up
operations of the Company's wholly-owned subsidiary in making an
investment decision.
THERE IS NO CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES
There is currently no established public trading market
for the Company's securities. The Company can give no assurance
that an active trading market in the Company's securities will
develop or, if developed, that it will be sustained. The Company
intends to apply for admission to quotation of its securities on the
NASD OTC Bulletin Board and, if and when qualified, it intends to
apply for admission to quotation on the Nasdaq SmallCap Market. If
for any reason the Company's common stock is not listed on the NASD
OTC Bulletin Board or a public trading market does not otherwise
develop, shareholders may have difficulty selling their common stock
should they desire to do so. Various factors, such as the Company's
operating results, changes in laws, rules or regulations, general
market fluctuations, changes in financial estimates by securities
analysts and other factors may have a significant impact on the
market price of the Company's securities.
DEPENDENCE ON KEY PERSONNEL
The Company's success in achieving its growth objectives
is dependant to a substantial extent upon the continuing efforts and
abilities of certain key management personnel, including the efforts
of Bill Duffle, Bob Mehl, and other management members. The Company
does not have employment agreements with any of its executive
officers. The loss of services of any of the executive officers may
have a material adverse effect on the results of operations and
liquidity. The Company can give no assurance that it will be able to
maintain and achieve its growth objectives should the Company lose
any or all of these individuals' services.
FAILURE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL
A change in labor market conditions that either further
reduces the availability of employees or increases significantly the
cost of labor could have a material adverse effect on the Company's
business, financial condition and results of operations. The
Company's business is dependent upon its ability to attract and
retain highly sophisticated research and development personnel,
sales personnel, business administrators and corporate management.
There is no assurance that it will be able to employ a sufficient
number of such personnel in order to accomplish its growth objectives.
THE COMPANY IS DEPENDENT ON ITS SUPPLIERS
The Company is dependent on a steady supply of chemical
and material components, solutions and materials. There are only a
limited number of quality suppliers who will timely meet the
Company's requirements. Furthermore, there can be no assurance that
the Company's suppliers will remain in business of manufacturing
these products, or maintain their relationship with the Company.
THE COMPANY'S PRODUCT MAY BECOME OBSOLETE
The Company is in the business of manufacturing and
product development of its Ultra TUFF Non-Skid Coating as one core
business. New technology and products could be developed or a more
preferable method of manufacturing could be developed, which could
lead to an erosion in the Company's market for its products.
ADVERSE ECONOMIC CONDITIONS OR A CHANGE IN GENERAL MARKET PATTERNS
A weak economic environment could adversely affect the
Company sales efforts. Many factors beyond the Company's control may
decrease overall demand for the Company's products including, among
other things, decrease in the entry costs by other similarly
situated companies, increase in the overall unemployment rate,
additional government regulation or a downturn in engineering
projects by civilian, governmental or military entities. There can
be no assurance that the general market demand for the Company's
products or services will remain the same or will not decrease in
the future.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE VALUE
The Company is authorized to issue 100,000,000 shares of
common stock. The future issuance of all or part of the remaining
authorized common stock may result in substantial dilution in the
percentage of the Company's common stock held by the its then
existing shareholders. Moreover, any common stock issued in the
future may be valued on an arbitrary basis by the Company. The
issuance of the Company's shares for future services or acquisitions
or other corporate actions may have the effect of diluting the value
of the shares held by investors, and might have an adverse effect on
a trading market for the Company's common stock.
ADDITIONAL SHARES ENTERING THE MARKET, IF ONE SHOULD DEVELOP,
PURSUANT TO RULE 144 WITHOUT ADDITIONAL CAPITAL CONTRIBUTION
The outstanding restricted shares of the Company will
become eligible fore sale in the public market pursuant to Rule 144
without additional capital contribution to the Company. The
addition of such shares to the shares already available to the
public market, it any, may reduce the then current market price of
the Company's shares without any increase to the Company's capital
which may result in a dilution in the value of the outstanding shares.
THE APPLICATION OF THE "PENNY STOCK REGULATION" COULD ADVERSELY
AFFECT THE MARKET PRICE OF THE COMPANY'S COMMON STOCK
Upon commencement of trading in the Company's common
stock, if such occurs (of which there can be no assurance ) the
Company's common stock may be deemed a penny stock. Penny stocks
generally are equity securities with a price of less than $5.00 per
share other than securities registered on certain national
securities exchanges or quoted on the Nasdaq Stock Market, provided
that current price and volume information with respect to
transactions in such securities is provided by the exchange or
system. The Company's securities may be subject to "penny stock
rules" that impose additional sales practice requirement on
broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000
or $300,000 together with their spouse). For transactions covered
by these rules, the broker-dealer must make a special suitability
determination for the purchase of such securities and have received
the purchaser's written consent to the transactions prior to the
purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the "penny stock rules" require the delivery,
prior to the transaction of a disclosure schedule prescribed by the
Commission relating to the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer
and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing
recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the
ability of broker-dealers to sell the Company's securities and may
have the effect of reducing the level of trading activity of the
Company's common stock in the secondary market. The foregoing
required penny stock restrictions will not apply to the Company's
securities if such securities maintain a market price of $5.00 or
greater. There can be no assurance that the price of the Company's
common stock will reach or maintain such a level.
THE COMPANY HAS NOT BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
Although the Company is required to file audited financial
statements no later than 60 days from the due date of this report,
no such audited financial statements have been prepared or are
available for inspection as of the date hereof. Consequently, there
can be no assurance that any representations as to the financial
condition or assets of the Company are as stated herein.
THE COMPANY MAY NOT BE ABLE TO PROTECT ITS CONFIDENTIAL
MANUFACTURING PROCESS OR PERFECT ITS PATENTS, TRADE OR SERVICE MARKS
The Company cannot be certain that it will be able to
prevent the misappropriation of any confidential process of
manufacturing patents, trade or service marks it may possess. The
Company does not intend to apply to the United States Patent Office
for patents at this time due to the risk that its product will be
replicated. If the Company does attempt to apply to the Unites
States Patent Office, there can be no assurance that these patents
will be granted, or that failure to be granted these patents will
not have a material adverse effect on the Company's business.
Currently, there are only three individuals that know the specific
formulas used in the manufacturing process with the formulas being
on file in the Company's vault under strict security.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANTS'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS.
The sole officer and director of Osage Acquisition
Corporation resigned effective upon completion of the Acquisition.
ITEM 7. FINANCIAL STATEMENTS
SUMMARY OF UNAUDITED FINANCIAL INFORMATION
TUFF Coat, L.L.C., the operating subsidiary of the
Company, had no unaudited net profit or losses for the year ended
December, 2001. If losses occur, the Company may need to raise the
additional capital through the placement of its securities or from
debt or equity financing. If the Company is not able to raise such
financing or obtain alternative sources of funding, management may
be required to curtail operations. The figures given in this
paragraph have not been audited.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
Agreement and Plan of Reorganization
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Current Report to
be signed on its behalf by the undersigned hereunto duly authorized.
TUFF COAT MANUFACTURING, INC.
By: /s/ Bill Duffle
Bill Duffle, President
Date: 1-14-02
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION among OSAGE ACQUISITION
CORPORATION, a Nevada corporation ("Osage"), TUFF COAT
MANUFACTURING, LLC, a Colorado Limited Liability Company ("Tuff
Coat") and the persons listed in Exhibit A hereof (collectively the
"Members"), being the owners of record of all the issued and
outstanding Membership Certificates of Tuff Coat.
Whereas, Osage wishes to acquire and Members wish to transfer all of
the issued and outstanding securities of Tuff Coat in a transaction
intended to qualify as a reorganization within the meaning of
Section368(a)(1)(B) of the Internal Revenue Code of 1986, as amended
(the "Exchange").
Now, therefore, Osage, Tuff Coat, and the Members adopt this plan of
reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Members agree to
transfer to Osage at the Closing (defined below) the
number of shares of common stock of Tuff Coat, $0.10 par
value per share, shown opposite their names in Exhibit A,
in exchange for an aggregate of 7,500,000 shares of voting
common stock of Osage, $0.0001 par value per share.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an
outstanding certificate or certificates theretofore
representing ownership of Tuff Coat shall surrender such
certificate(s) for cancellation to Osage, and shall
receive in exchange a certificate or certificates
representing the number of full shares of Osage common
stock into which the Membership Certificates of Tuff Coat
so surrendered shall have been converted. The transfer of
Tuff Coat Membership Certificates by the Members shall be
effected by the delivery to Osage at the closing of the
certificates representing the transferred certificates
endorsed in blank or accompanied by lawful powers of
transfer executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of Osage
common stock shall not be issued, but in lieu thereof
Osage shall round up fractional shares to the next highest
whole number.
1.4. FURTHER ASSURANCES. At the Closing and from
time to time thereafter, the Members shall execute such
additional instruments and take such other action as Osage
may request in order more effectively to sell, transfer,
and assign the transferred certificates to Osage and to
confirm Osage's title thereto.
2. CLOSING
2.1. MANNER. The Closing contemplated herein shall
be held at the offices of Heskett & Heskett, of 501 South
Johnstone, Suite 501, Bartlesville, Oklahoma, provided for
herein without requiring the meeting of the parties
hereof. All proceedings to be taken and all documents to
be executed at the Closing shall be deemed to have been
taken, delivered and executed simultaneously, and no
proceeding shall be deemed taken nor documents deemed
Agreement and Plan of Reorganization Page number executed
or delivered until all have been taken, delivered and
executed. The date of Closing may be accelerated or
extended by agreement of the parties.
2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile
telecommunication or other reliable reproduction of the
writing or transmission required by this agreement or any
signature required thereon may be used in lieu of an
original writing or transmission or signature for any and
all purposes for which the original could be used,
provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the
entire original writing or transmission or original
signature.
3. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented Tuff
Coat membership shall be deemed for all purposes, other than the
payment of dividends or other distributions, to evidence ownership
of the number of shares of Osage common stock into which it was
converted. No dividend or other distribution shall be paid to the
holders of certificates of Tuff Coat membership until presented for
exchange at which time any outstanding dividends or other
distributions shall be paid.
4. REPRESENTATIONS AND WARRANTIES OF OSAGE
Osage represents and warrants as follows:
4.1. CORPORATE ORGANIZATION AND GOOD STANDING.
Osage is a corporation duly organized, validly existing,
and in good standing under the laws of the State of
Nevada, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its
property or business requires such qualification.
4.2. REPORTING COMPANY STATUS. Osage has filed with
the Securities and Exchange Commission a registration
statement on Form 10-SB which became effective pursuant to
the Securities Exchange Act of 1934 and is a reporting
company pursuant to Section12(g) thereunder.
4.3. CAPITALIZATION. Osage's authorized capital
stock consists of 100,000,000 shares of common stock,
$.0001 par value, of which 3,500,000 shares are issued and
outstanding.
4.4. ISSUED STOCK. All the outstanding shares of
its common stock are duly authorized and validly issued,
fully paid and non-assessable.
4.5. STOCK RIGHTS. Except as may be set out by
attached schedule, there are no stock grants, options,
rights, warrants or other rights to purchase or obtain
Osage common or preferred stock issued or committed to be
issued.
4.6. CORPORATE AUTHORITY. Osage has all requisite
corporate power and authority to own, operate and lease
its properties, to carry on its business as it is now
being conducted and to execute, deliver, perform and
conclude the transactions contemplated by this agreement
and all other agreements and instruments related to this
agreement.
4.7. AUTHORIZATION. Execution of this agreement has
been duly authorized and approved by Osage's board of
directors.
4.8. SUBSIDIARIES. Except as may be set out by
attached schedule, Osage has no subsidiaries.
4.9. FINANCIAL STATEMENTS. Osage's financial
statements dated September 1, 2001, copies of which will
have been delivered by Osage to Tuff Coat prior to the
Closing (the "Osage Financial Statements"), fairly present
the financial condition of Osage as of the date therein
and the results of its operations for the periods then
ended in conformity with generally accepted accounting
principles consistently applied.
4.10. ABSENCE OF UNDISCLOSED LIABILITIES. Except to
the extent reflected or reserved against in the Osage
Financial Statements, Osage did not have at that date any
liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in
accordance with generally accepted accounting principles.
4.11. NO MATERIAL CHANGES. Except as may be set out
by attached schedule, there has been no material adverse
change in the business, properties, or financial condition
of Osage since the date of the Osage Financial Statements.
4.12. LITIGATION. Except as may be set out by
attached schedule, there is not, to the knowledge of
Osage, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Osage or
against any of its officers.
4.13. CONTRACTS. Except as may be set out by
attached schedule, Osage is not a party to any material
contract not in the ordinary course of business that is to
be performed in whole or in part at or after the date of
this agreement.
4.14. TITLE. Except as may be set out by attached
schedule, Osage has good and marketable title to all the
real property and good and valid title to all other
property included in the Osage Financial Statements.
Except as set out in the balance sheet thereof, the
properties of Osage are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances
that do not materially interfere with the use of the
property in the conduct of the business of Osage.
4.15. NO VIOLATION. Consummation of the Exchange
will not constitute or result in a breach or default under
any provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree, law,
or regulation to which any property of Osage is subject or
by which Osage is bound.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Members, individually and separately, represents and
warrants as follows:
5.1. TITLE TO CERTIFICATES. The Members is the
owner, free and clear of any liens and encumbrances, of
the number of Membership Certificates which are listed in
the attached Exhibit A and which they have contracted to
exchange.
5.2. MEMBERSHIP RIGHTS. No Member owns or claims any
options, rights, warrants or other rights to purchase or
obtain additional Membership Certificates.
5.3. MEMBERSHIP CERTIFICATES. Each Member shall
transfer herewith all Membership Certificates of Tuff Coat
owned legally or beneficially by such Member.
5.4. LITIGATION. There is no litigation or
proceeding pending, or to each Member's knowledge
threatened, against or relating to Membership Certificates
of Tuff Coat held by the Members.
6. REPRESENTATIONS AND WARRANTIES OF TUFF COAT
Tuff Coat represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Tuff
Coat is a Limited Liability Company duly organized,
validly existing, and in good standing under the laws of
the State of Colorado and is qualified to do business in
any state in which its property or business requires such
qualification.
6.2. CAPITALIZATION. Tuff Coat's Membership
consists of Membership Certificates, of which 100% of the
ownership interest is outstanding.
6.3. ISSUED MEMBERSHIP. All the outstanding
Membership Certificates are duly authorized and validly
issued, fully paid and non-assessable.
6.4. MEMBERSHIP RIGHTS. Except as may be set out by
attached schedule, there are no Membership grants,
options, rights, warrants or other rights to purchase or
obtain Tuff Coat common or preferred stock issued or
committed to be issued.
6.5. AUTHORITY. Tuff Coat has all requisite power
and authority to own, operate and lease its properties, to
carry on its business as it is now being conducted and to
execute, deliver, perform and conclude the transactions
contemplated by this agreement and all other agreements
and instruments related to this agreement.
6.6. AUTHORIZATION. Execution of this agreement has
been duly authorized and approved by Operating Manager and
Members.
6.7. SUBSIDIARIES. Except as may be set out by
attached schedule, Tuff Coat has no subsidiaries.
6.8. FINANCIAL STATEMENTS. Tuff Coat's unaudited
financial statements, copies of which will have been
delivered by Tuff Coat to Osage prior to the Exchange Date
(the "Tuff Coat Financial Statements"), fairly present the
financial condition of Tuff Coat as of the date therein
and the results of its operations for the periods then
ended in conformity with generally accepted accounting
principles consistently applied.
6.9 SLIP-PROOF TECHNOLOGIES, INC. Under a Release
and Workout Agreement dated the 15th day of October, 2001,
Tuff Coat settled a dispute and canceled the exclusive
distributorship agreement with Slip-Proof Technologies,
Inc. ("Slip-Proof") in exchange for 250,000 shares of
Osage in the event that this transaction is completed with
Osage. Osage acknowledges full disclosure and agrees to
the terms of issuance of these shares under all the
provisions set forth in the Release and Workout Agreement.
6.10. ABSENCE OF UNDISCLOSED LIABILITIES. Except to
the extent reflected or reserved against in the Tuff Coat
Financial Statements, Tuff Coat did not have at that date
any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in
accordance with generally accepted accounting principles.
6.11. NO MATERIAL CHANGES. Except as may be set out
by attached schedule, there has been no material adverse
change in the business, properties, or financial condition
of Tuff Coat since the date of the Tuff Coat Financial
Statements.
6.12. LITIGATION. Except as may be set out by
attached schedule, there is not, to the knowledge of Tuff
Coat, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Tuff
Coat or against any of its officers.
6.13. CONTRACTS. Except as may be set out by
attached schedule, Tuff Coat is not a party to any
material contract not in the ordinary course of business
that is to be performed in whole or in part at or after
the date of this agreement.
6.14. TITLE. Except as may be set out by attached
schedule, Tuff Coat has good and marketable title to all
the property included in the Tuff Coat Financial
Statements. Except as set out in the balance sheet
thereof, the properties of Tuff Coat are not subject to
any mortgage, encumbrance, or lien of any kind except
minor encumbrances that do not materially interfere with
the use of the property in the conduct of the business of
Tuff Coat.
6.15. TAX RETURNS. Except as may be set out by
attached schedule, all required tax returns for federal,
state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by
Tuff Coat for all years for which such returns are due
unless an extension for filing any such return has been
filed. Any and all federal, state, county, municipal,
local, foreign and other taxes and assessments, including
any and all interest, penalties and additions imposed with
respect to such amounts have been paid or provided for.
The provisions for federal and state taxes reflected in
the Tuff Coat Financial Statements are adequate to cover
any such taxes that may be assessed against Tuff Coat in
respect of its business and its operations during the
periods covered by the Tuff Coat Financial Statements and
all prior periods.
6.16. NO VIOLATION. Consummation of the Exchange
will not constitute or result in a breach or default under
any provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree, law,
or regulation to which any property of Tuff Coat is
subject or by which Tuff Coat is bound.
7. CONDUCT PENDING THE CLOSING
Osage, Tuff Coat and the Members covenant that between the
date of this agreement and the Closing as to each of them:
7.1. No change will be made in the charter
documents, operating agreement, by-laws, or other
corporate documents of Osage or Tuff Coat.
7.2. Tuff Coat and Osage will use their best efforts
to maintain and preserve their business organization,
employee relationships, and goodwill intact, and will not
enter into any material commitment except in the ordinary
course of business.
7.3. None of the Members will sell, transfer,
assign, hypothecate, lien, or otherwise dispose or
encumber the Tuff Coat Membership Certificates owned by them.
8. CONDITIONS PRECEDENT TO OBLIGATION OF TUFF COAT AND THE
SHAREHOLDERS
Tuff Coat's and the Members' obligation to consummate the
Exchange shall be subject to fulfillment on or before the Closing of
each of the following conditions, unless waived in writing:
8.1. OSAGE'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Osage set forth herein
shall be true and correct at the Closing as though made at
and as of that date, except as affected by transactions
contemplated hereby.
8.2. OSAGE'S COVENANTS. Osage shall have performed
all covenants required by this agreement to be performed
by it on or before the Closing.
8.3. BOARD OF DIRECTOR APPROVAL. This Agreement
shall have been approved by the board of directors of Osage.
8.4. SUPPORTING DOCUMENTS OF OSAGE. Osage shall
have delivered to Tuff Coat and the Members supporting
documents in form and substance reasonably satisfactory to
Tuff Coat and the Members, to the effect that:
(a) Osage is a corporation duly
organized, validly existing, and in good standing;
(b) Osage's authorized capital stock is
as set forth herein;
(c) Certified copies of the resolutions
of the board of directors of Osage authorizing
the execution of this agreement and the
consummation hereof;
(d) Secretary's certificate of
incumbency of the officers and directors of Osage;
(e) Osage's Financial Statements and
unaudited financial statement from the date of
Osage's Financial Statements to close of most
recent fiscal quarter; and
(f) Any document as may be specified
herein or required to satisfy the conditions,
representations and warranties enumerated
elsewhere herein.
9. CONDITIONS PRECEDENT TO OBLIGATION OF OSAGE
Osage's obligation to consummate the Exchange shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing:
9.1. TUFF COAT'S AND THE MEMBERS' REPRESENTATIONS
AND WARRANTIES. The representations and warranties of
Tuff Coat and the Members set forth herein shall be true
and correct at the Closing as though made at and as of
that date, except as affected by transactions contemplated
hereby.
9.2. TUFF COAT'S AND THE MEMBERS' COVENANTS. Tuff
Coat and the Members shall have performed all covenants
required by this agreement to be performed by them on or
before the Closing.
9.3. OPERATING MANAGER APPROVAL. This Agreement
shall have been approved by the Operating Manager of Tuff
Coat.
9.4. MEMBER EXECUTION. This Agreement shall have
been executed by all the Members.
9.5. SUPPORTING DOCUMENTS OF TUFF COAT. Tuff Coat
shall have delivered to Osage supporting documents in form
and substance reasonably satisfactory to Osage to the
effect that:
(a) Tuff Coat is a Limited Liability
Company duly organized, validly existing, and
in good standing;
(b) Tuff Coat's Membership is as set
forth herein;
(c) Certified copies of the actions of
the Operating Manager of Tuff Coat authorizing
the execution of this agreement and the
consummation hereof;
(d) Secretary's certificate of
incumbency of the officers and directors of
Tuff Coat;
(e) Tuff Coat's Financial Statements and
unaudited financial statements for the period
from the date of the Tuff Coat's Financial
Statements to the close of the most recent
fiscal quarter; and
(f) The Members shall deliver an
"Investment Letter" signed by each of the
Members in substantially the form attached
hereto as Exhibit "B".
(g) Any document as may be specified
herein or required to satisfy the conditions,
representations and warranties enumerated
elsewhere herein.
10. MEMBERS' REPRESENTATIVE. The Members hereby irrevocably
designate and appoint Bill Duffle as their agent and attorney in
fact ("Members' Representative") with full power and authority until
the Closing to execute, deliver, and receive on their behalf all
notices, requests, and other communications hereunder; to fix and
alter on their behalf the date, time, and place of the Closing; to
waive, amend, or modify any provisions of this agreement, and to
take such other action on their behalf in connection with this
agreement, the Closing, and the transactions contemplated hereby as
such agent or agents deem appropriate.
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Tuff Coat, the Members and Osage
set out herein shall survive the Closing.
12. ARBITRATION
12.1. SCOPE. The parties hereby agree that any and
all claims (except only for requests for injunctive or
other equitable relief) whether existing now, in the past
or in the future as to which the parties or any affiliates
may be adverse parties, and whether arising out of this
agreement or from any other cause, will be resolved by
arbitration before the American Arbitration Association
within the State of Nevada.
12.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT.
The parties hereby irrevocably consent to the jurisdiction
of the American Arbitration Association and the situs of
the arbitration (and any requests for injunctive or other
equitable relief) within the State of Nevada. Any award
in arbitration may be entered in any domestic or foreign
court having jurisdiction over the enforcement of such
awards.
12.3. APPLICABLE LAW. The law applicable to the
arbitration and this agreement shall be that of the State
of Nevada, determined without regard to its provisions
which would otherwise apply to a question of conflict of
laws.
12.4. DISCLOSURE AND DISCOVERY. The arbitrator may,
in its discretion, allow the parties to make reasonable
disclosure and discovery in regard to any matters which
are the subject of the arbitration and to compel
compliance with such disclosure and discovery order. The
arbitrator may order the parties to comply with all or any
of the disclosure and discovery provisions of the Federal
Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to
simplify the conduct and minimize the expense of the
arbitration.
12.5. RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the
rules of contract and other law of the jurisdiction whose
law applies to the arbitration so that the decision of the
arbitrator will be, as much as possible, the same as if
the dispute had been determined by a court of competent
jurisdiction.
12.6. FINALITY AND FEES. Any award or decision by
the American Arbitration Association shall be final,
binding and non-appealable except as to errors of law or
the failure of the arbitrator to adhere to the arbitration
provisions contained in this agreement. Each party to the
arbitration shall pay its own costs and counsel fees
except as specifically provided otherwise in this agreement.
12.7. MEASURE OF DAMAGES. In any adverse action, the
parties shall restrict themselves to claims for
compensatory damages and\or securities issued or to be
issued and no claims shall be made by any party or
affiliate for lost profits, punitive or multiple damages.
12.8. COVENANT NOT TO SUE. The parties covenant that
under no conditions will any party or any affiliate file
any action against the other (except only requests for
injunctive or other equitable relief) in any forum other
than before the American Arbitration Association, and the
parties agree that any such action, if filed, shall be
dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to
the prevailing party.
12.9. INTENTION. It is the intention of the parties
and their affiliates that all disputes of any nature
between them, whenever arising, whether in regard to this
agreement or any other matter, from whatever cause, based
on whatever law, rule or regulation, whether statutory or
common law, and however characterized, be decided by
arbitration as provided herein and that no party or
affiliate be required to litigate in any other forum any
disputes or other matters except for requests for
injunctive or equitable relief. This agreement shall be
interpreted in conformance with this stated intent of the
parties and their affiliates.
12.10. SURVIVAL. The provisions for arbitration
contained herein shall survive the termination of this
agreement for any reason.
13. GENERAL PROVISIONS.
13.1. FURTHER ASSURANCES. From time to time, each
party will execute such additional instruments and take
such actions as may be reasonably required to carry out
the intent and purposes of this agreement.
13.2. WAIVER. Any failure on the part of either
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.
13.3. BROKERS. Each party agrees to indemnify and
hold harmless the other party against any fee, loss, or
expense arising out of claims by brokers or finders
employed or alleged to have been employed by the
indemnifying party.
13.4. 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 certified mail, return receipt requested, or
recognized commercial courier service, as follows:
If to Osage, to:
Osage Acquisition Corporation
963 Valley View Drive
Meadowbrook, Pennsylvania 19046-1317
If to Tuff Coat, to:
TUFF Coat Manufacturing, LLC
2065 E. Main Street, Suite C
Montrose, Colorado 81401
If to the Members, to:
Bill Duffle
2065 E. Main Street, Suite C
Montrose, Colorado 81401
13.5 GOVERNING LAW. This agreement shall be
governed by and construed and enforced in accordance with
the laws of the State of Nevada.
13.6. ASSIGNMENT. This agreement shall inure to the
benefit of, and be binding upon, the parties hereto and
their successors and assigns; provided, however, that any
assignment by any party of its rights under this agreement
without the written consent of each other party shall be
void.
13.7. 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. Signatures
sent by facsimile transmission shall be deemed to be
evidence of the original execution thereof.
13.8. REVIEW OF AGREEMENT. Each party acknowledges
that it has had time to review this agreement and, as
desired, consult with counsel. In the interpretation of
this agreement, no adverse presumption shall be made
against any party on the basis that it has prepared, or
participated in the preparation of, this agreement.
13.9. EFFECTIVE DATE. The effective date of this
agreement shall be December 29, 2001.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION AMONG OSAGE,
TUFF COAT AND THE MEMBERS OF TUFF COAT
IN WITNESS WHEREOF, the parties have executed this agreement.
OSAGE ACQUISITION CORPORATION
By /s/ Peter R. Goss
Peter R. Goss, CEO and President
TUFF COAT MANUFACTURING, LLC
By /s/ Bill Duffle
Bill Duffle, Manager
MEMBERS
By /s/ Bill Duffle
Bill Duffle, Member
19633 65.76 Road
Montrose, Colorado 81402
By: /s/ W. Scott Beng
PB Family LTD Partnership
1048 Crawford Avenue
Steamboat Springs, Colorado 80477
By: /s/ Joanna Campfield
Joanna Campfield
2024 West Liberty Coast
Grand Junction, Colorado 81503
By: /s/ Bob Mehl
Bob Mehl
554 North Balger Trail
Ridgway, Colorado 81432
By: /s/ Nanette E. Mehl, General Partner
Mehl Family Ltd. Partnership
554 North Balger Trail
Ridgway, Colorado 81432
EXHIBIT "A"
Osage
Tuff Coat Shares Issued
Name Ownership at Closing
Bill Duffle 40% 3,000,000
Mehl Family Ltd. Partnership 28% 2,100,000
PB Family LTD Partnership 28% 2,100,000
Joanna Campfield 4% 300,000
EXHIBIT "B"
INVESTMENT LETTER
To: The Board of Directors of Osage Acquisition Corporation
In connection with our exchange and receipt of _______________
shares of Osage restricted common stock, we represent to you that we
are acquiring such shares for investment for our own account and not
with a view to resell or otherwise transfer such shares and that we
do not intend to resell or otherwise dispose of all or any part of
such shares unless and until we determine at some future date that
changed circumstances, not now being contemplated, make such
disposition advisable. In such event, we will subsequently register
our securities under the Securities Act of 1933 unless an exemption
from such registration is available. Before resales are made, an
opinion of counsel satisfactory to the corporation, or a no-action
letter, will be furnished stating that the sale may be made without
violating the Securities Act.
We confirm our understanding and agreement that Osage, is
transferring its capital stock to us under the Securities Act of
1933 in reliance on the foregoing representation and agreement.
Dated: _________________________
By: ___________________________________
Shareholder