MICROELECTRONICS TECHNOLOGY COMPANY
FORM 8-K
( Current report filing )
Filed 10/09/09 for the Period Ending 10/09/09
Telephone (8610) 5921-2300
CIK 0001329136
Symbol MELY
SIC Code 3670
Industry Electronic Components & Accessories
Sector Electrical & Electronic Equipment Except Computers
Fiscal Year 06/30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report ( Date of Earliest Event Reported ) : October 9, 2009
MICROELECTRONICS TECHNOLOGY COMPANY
( Exact name of registrant as specified in its charter )
Nevada
( State or Other Jurisdiction of Incorporation )
333 - 130767
( Commission File Number )
N/A
( I. R. S. Employer Identification No. )
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East, Beijing, China 10027
( Address of principal executive offices, including zip code. )
(8610) 5921-2300
( Registrant's Telephone Number, Including Area Code )
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CRF 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CRF 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CRF 240.14d-2(b) )
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CRF 240.13e-4(c) )
Item 1.01 Entry Into A Material Definitive Agreement.
On October 5, 2009, the Registrant and 722868 Ontario Ltd.,
to purchase 51 percent of the issued share capital of Microart
Services Inc., an Ontario Corporation with offices in Markham, Ontario,
entered into a Shares Purchase Agreement (the "Agreement").
The Registrant will purchase 51% of issued share capital of
Microart Services Inc. as defined in the contract.
Exhibit Index
Exhibit No. Exhibit Description
10 Shares Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereto
duly authorized.
Microelectronics Technology Company
By : /s/ Brian Stewart
------------
Brian Stewart
President & Director
October 9, 2009
Exhibit 10.1
Shares Purchase
Agreement
By and Between
Microelectronics Technology Company
and
722868 Ontario Ltd.
October 5, 2009
The parties to this Shares Purchase Agreement (" Agreement "), effective
as of October 5, 2009 ("Effective Date"), are 722868 Ontario Ltd., an Ontario
corporation (the " Sellers "), and Microelectronics Technology Company, a
Nevada company ("MELY" or the "Buyer").
RECITALS
A. Sellers own 100% of the issued share capital of Microart Services Inc.
("Microart"), an Ontario company with offices in Markham, Ontario.
B. Microart is an electronic manufacturing and design services company
providing circuit design, PCB layout, bare board manufacturing, PCB assembly
testing and box build for your proto-type and low-to-mid volume productions
(the "Business").
C. Subject to the terms and conditions contained in this Agreement, Seller
desires to sell to Buyer and Buyer desires to purchase from Seller 51% of
the issued share capital of Microart, which represent 2,117 shares of Class A
special shares and 78 shares of common shares.
Now, therefore, in consideration of the mutual covenants, representations,
and warranties in this Agreement, the parties make the following agreement:
ARTICLE 1
PURCHASE ISSUED SHARES OF MICROART SERVICES INC.
1.1 Purchase and Sale of Shares. Seller agrees to sell to Buyer, and Buyer
agrees to purchase from Seller, on the Closing Date, all of Sellers' 51% of
the issued share capital of Microart, which represent 2,117 shares of Class A
special shares and 78 shares of common shares.
ARTICLE 2
PURCHASE PRICE
2.1 Purchase Price. Subject to the terms and conditions of this Agreement,
the purchase price for the 51% of the issued share capital of Microart shall
be Seven Hundred and Fifty Thousand USD Dollars ($750,000 USD)
("Purchase Price"). The Purchase Price shall be paid to Seller in $500,000 USD
cash and 1,250,000 common shares of the Buyer priced at $0.20 USD per share.
ARTICLE 3
CLOSING
3.1 Time and Place of Closing. The Closing for the purchase and sale of the
51% of the issued share capital of Microart ("Closing" or "Close") will take
place at Markham, Ontario, Canada, on October 15, 2009, or at such other time
and place as the parties may mutually agree (the "Closing Date"). At the Close,
Sellers will transfer 51% of the issued share capital of Microart to Buyer.
3.2 Seller's Closing Obligations. At the Close, Seller shall execute,
acknowledge, and deliver, as appropriate, each of the following items:
(a) 51% of the issued share capital of Microart and signed share transfer
forms.
(b) To assist that the 51% of the issued share capital of Microart is
duly transferred to the Buyer's name, with new share certificates issued in the
buyer's name.
3.3 Buyer's Closing Obligations. At the Closing, Buyer shall execute (or cause
to be executed), acknowledge, and deliver, as appropriate, each of the
following items:
(a) The Payment provided for in Article 2.1.
(b) All other instruments and documents necessary to consummate the
transactions contemplated by this Agreement.
ARTICLE 4
SELLER'S REPRESENTATIONS AND WARRANTIES
4.1 Seller's Representations and Warranties. Seller makes the following
representations and warranties to Buyer, each of which is true and correct
as of the Effective Date and as of the Closing Date:
(a) Each of MELY and Microart is a corporation in good standing under the
laws of the respective state and province of its incorporation.
(b) Seller has full legal power and authority to enter into, deliver and
perform this Agreement, and this Agreement constitutes Seller's valid and
binding obligation, enforceable in accordance with its terms, except to the
extent that such enforceability (i) may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditors' rights
generally, and (ii) is subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement does not conflict with,
violate, or constitute a default under the terms, conditions, or provisions
of any agreement or instrument to which Seller is a party.
(d) There are no actions, suits, proceedings, or claims now pending, or,
to the best of Seller's knowledge, threatened against Seller or the Assets
that would cause a Material Adverse Effect.
(e) Seller has good and marketable title to the Assets free and clear
of all liens, charges, and encumbrances, and any contractual requirement to
obtain the consent of a party to a Contract that is being assigned hereunder.
(f) To the best of Seller's knowledge, all of the Contracts are in full
force and effect, have been duly executed by the parties, and neither Seller
nor any other party is in material default under any Contract, nor has Seller
knowledge that any party to any of these agreements intends to cancel or
terminate any of these Contracts.
(g) Sellers are holder of 100% of the issued share capital of Microart.
ARTICLE 5
BUYER'S REPRESENTATIONS AND WARRANTIES
5.1 Buyer's Representations and Warranties. Buyer makes the following
representations and warranties to Seller, each of which is true and correct
as of the Effective Date and as of the Closing Date:
(a) Buyer is a public company, duly organized, validly existing, and
in good standing under the laws of the state of its organization.
(b) Buyer has full legal power and authority to enter into, deliver
and perform this Agreement and the Notes, and this Agreement and the Notes
constitute the valid and binding obligations of Buyer, enforceable in
accordance with their terms, except to the extent that such enforceability
(i) may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to creditors' rights generally, and (ii) is
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(c) There is no action, suit, proceeding, or claim pending, or, to the
best of Buyer's knowledge, threatened, against Buyer that would affect Buyer's
ability to fulfill Buyer's obligations under this Agreement or the Notes.
(d) No other action, consent or approval on the part of Buyer is necessary
to authorize Buyer's due and valid execution, delivery and performance of this
Agreement and the Notes.
(e) The execution and delivery of this Agreement and the Notes and the
performance by Buyer of its obligations hereunder and there under (i) do not
and will not conflict with or violate any provision of the operating agreement
or similar organizational documents of Buyer, and (ii) do not and will not (a)
result in a violation of, or (b) require any authorization, consent, approval,
exemption or other action by or notice to any court or administrative,
arbitration or governmental body or other third party pursuant to, any law,
statute, rule, regulation, judgment, decree, contract, agreement, license or
instrument to which Buyer is subject or by which any of its assets are bound.
ARTICLE 6
COVENANTS
6.1 Further Assurances Prior to Closing. Seller and Buyer shall, prior to the
Closing, execute any and all documents and perform any and all acts reasonably
necessary, incidental, or appropriate to effect the transactions contemplated
by this Agreement.
6.2 Notification of Changed Circumstances. At any time after the Effective
Date and prior to the Closing, if either party becomes aware of any fact or
circumstance that would change a representation or warranty made under this
Agreement such that it would cause a Material Adverse Effect, the party with
knowledge of those facts shall notify the other in writing as soon as possible
after the discovery of the fact or circumstance.
6.3 Client Information Database. Buyer will have the right to copy all
employee and client information related to the Business from Seller's database.
ARTICLE 7
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
7.1 Buyer's Conditions. The obligation of Buyer to consummate the transactions
contemplated by this Agreement shall be subject to the satisfaction, on or
before the Closing Date, of each of the following conditions:
(a) The representations and warranties of Seller contained in this
Agreement shall be true and correct 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.
(b) Seller 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 Seller on or prior to the Closing Date.
(c) No injunction or restraining order shall be in effect which forbids
or enjoins the consummation of the transactions contemplated by this Agreement,
no proceedings for such purpose shall be pending, and no federal, state, local
or foreign statute, rule or regulation shall have been enacted which prohibits,
restricts or delays the consummation of the transactions contemplated hereby.
(d) The Assets shall be in substantially the same condition on the
Closing Date as on the Effective Date, and there shall be no material loss or
damage to the Assets prior to the Closing.
(e) Seller shall have obtained the Required Consents.
(f) All liens, claims, charges, security interests, pledges, assignments,
or encumbrances relating to the Assets that are not Permitted Liens shall be
satisfied, terminated, and discharged by Seller, and evidence reasonably
satisfactory to Buyer and its counsel of the satisfaction, termination, and
discharge shall be delivered to Buyer.
(g) Seller shall have delivered the documents required by Article 4.2,
each duly executed as indicated therein, and such other documents as Buyer
or its counsel may reasonably request to evidence the transactions
contemplated hereby.
7.2 Failure to Satisfy Buyer's Conditions. Any of Buyer's conditions
precedent may be waived in whole or in part by Buyer in writing at any time
on or before the Closing Date. In the event all Buyer's conditions
precedent have not been waived by Buyer or satisfied in full on or before
the Closing Date, Buyer may elect to terminate this Agreement as provided
in Article 10.
ARTICLE 8
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
8.1 Seller's Conditions. The obligation of Seller to consummate the
transactions contemplated by this Agreement shall be subject to the
satisfaction, on or before the Closing Date, of each of the following
conditions:
(a) The representations and warranties of Buyer contained in this
Agreement shall be true and correct 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.
(b) Buyer 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 Buyer on or prior to the Closing Date.
(c) No injunction or restraining order shall be in effect which forbids
or enjoins the consummation of the transactions contemplated by this Agreement,
no proceedings for such purpose shall be pending, and no federal, provincial,
local or foreign statute, rule or regulation shall have been enacted which
prohibits, restricts or delays the consummation of the transactions
contemplated hereby.
(d) Buyer shall have delivered (or cause to be delivered) the documents
and payments required by Article 4.3, each duly executed as indicated therein
(as appropriate), and such other documents as Seller or its counsel may
reasonably request to evidence the transactions contemplated hereby.
8.2 Failure to Satisfy Seller's Conditions. Any of Seller's conditions
precedent may be waived in whole or in part by Seller in writing at any
time on or before the Closing Date. In the event that all of Seller's
conditions precedent have not been waived by Seller or satisfied in full
on or before the Closing Date, Seller may elect to terminate this
Agreement as provided in Article 10.
ARTICLE 9
TERMINATION
9.1 Termination. This Agreement may be terminated as follows:
(a) By the mutual consent of Buyer and Seller at any time prior to
Closing.
(b) By Buyer at any time prior to the Closing as expressly provided
in this Agreement, or if any condition precedent to Buyer's obligations
set forth in Article 8 has not been satisfied in full or previously
waived by Buyer in writing, at or prior to Closing.
(c) By Seller at any time prior to the Closing as expressly provided
in this Agreement, or if any condition precedent to Seller's obligations
set forth in Article 9 has not been satisfied in full or previously
waived by Seller in writing, at or prior to Closing.
9.2 Effect of Termination. In the event of the termination of this
Agreement pursuant to the provisions of this Article 10 prior to the
Closing, this Agreement shall become void and have no effect, without any
liability on the part of any of the parties.
9.3 Remedies Cumulative. The remedies set forth in this Agreement are
cumulative and not exclusive of any other legal or equitable remedy
otherwise available to any party.
9.4 Effectiveness of Confidentiality Agreement. In the event of a
Termination, the Confidentiality Agreement in connection with this
transaction shall remain in force.
ARTICLE 10
GENERAL PROVISIONS
10.1 Assignment. The respective rights and obligations of the parties
to this Agreement may not be assigned by any party without the prior
written consent of the other, which consent may not be unreasonably
withheld or delayed.
10.2 Successors and Assigns. The terms and provisions of this Agreement
shall be binding on and inure to the benefit of the permitted successors
and permitted assigns of the parties.
10.3 Entire Agreement. This Agreement (including the Exhibits attached
hereto) and the Confidentiality Agreement constitute the entire agreement
between the parties with respect to the subject matter of this Agreement
and supersede all prior agreements, oral and written, between the parties
hereto with respect to the subject matter of this Agreement.
10.4 Modification and Waiver. This Agreement may not be amended, modified,
or supplemented except by written agreement signed by the party against
which the enforcement of the amendment, modification, or supplement is
sought. No waiver of any of the provisions of this Agreement shall be deemed,
or shall constitute, a waiver of any other provision. No waiver shall be
binding unless executed in writing by theparty making the waiver.
10.5 Attorney Fees. If any legal action or other proceeding is brought to
enforce the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorney fees and other costs incurred in the
action or proceeding, in addition to any other relief to which the
prevailing party may be entitled.
10.6 Fees and Related Expenses. MELY will pay fees and related expenses
to related parties in the amount of up to $250,000 and this fees will be
paid by the financing.
10.7 Notices. All notices, requests, demands, and other communications
required by this Agreement shall be in writing and shall be (a) delivered in
person, (b) mailed by first class registered or certified mail, (c) sent by
a nationally recognized overnight courier for next business day delivery or
(d) delivered by facsimile transmission, as follows, or to such other
address as a party may designate to the other in writing:
(i) If to Seller: 722868 Ontario Ltd
c/o Microart Services Inc.
3475 14th Avenue
Markham, ON, L3R 0H4, Canada
(ii) If to Buyer: Microelectronics Technology Company
8/F, MeiLinDaSha, Ji2, GongTi Road, East,
Beijing, China
If delivered personally or by courier, the date on which the notice,
request, instruction, or document is delivered shall be the date on which
the delivery is made, and if delivered by facsimile transmission or mail as
aforesaid, the date on which the notice, request, instruction, or document
is received shall be the date of delivery.
10.8 Headings. All Article headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement, and
shall not in any way affect the meaning or interpretation of this
Agreement.
10.9 Counterparts. This Agreement may be executed in two (2) or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one counterpart has been signed by each
party and delivered to the other party hereto.
10.10 Time of Essence. Time shall be of the essence with respect to the
obligations of the parties to this Agreement.
10.11 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Nevada.
10.12 Severability. In the event that any provision of this Agreement is
deemed to be invalid, illegal, or unenforceable, all other provisions of
the Agreement that are not affected by the invalidity, illegality, or
unenforceability will remain in full force and effect. In witness whereof,
the duly authorized representatives of the parties hereto executed this
Agreement as of the Effective Date.
ARTICLE 11
11.1 Microart Financing. MELY will provide, financing of $500,000
for working capital and expansion of the factory in Ontario within 45
days of closing.
Microelectronics Technology Company, a Nevada corporation
/s/ B. Joseph Stewart
- -------------------------
B. Joseph Stewart
President
722868 Ontario Ltd.
/s/ Peter Fisher & Tyler Fisher
- -------------------
Peter Fisher
Tyler Fisher
LIST OF EXHIBITS
Exhibit A - Bill of Sale
Exhibit B - Assignment of Customer Contracts, Agreements, and Arrangements
Exhibit A
BILL OF SALE
This Bill of Sale ("Bill of Sale") is made and entered into by and between
722868 Ontario Ltd, (the "Seller"), holders of 100% issued share capital
of Microart Services Inc. and Microelectronics Technology Company, a Nevada
company, ("Buyer").
RECITALS
A. Seller and Buyer have entered into a Shares Purchase Agreement
(the "Agreement"), dated as of October 5, 2009, pursuant to which Seller
is selling to Buyer 51% of issued share capital of Microart Services Inc.
B. Pursuant to the terms of the Agreement, Seller desires to convey,
remise, release, and quitclaim to Buyer, 51% of Seller's right, title,
and interest in and to the Personal Property.
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer hereby
agree as follows:
1. Defined Terms. Unless otherwise defined in this Bill of Sale, all
capitalized terms shall have the meanings given to them in the Agreement.
2. Successors and Assigns. This Assignment shall inure to the benefit of,
and be binding on, successors and assigns of the parties.
3. Counterparts and Facsimile Signatures. This Assignment may be executed
in any number of counterparts and by facsimile signature, each of which
shall be deemed an original. The counterparts shall together constitute
only one agreement.
4. Conflicts. This Assignment is made subject to the terms and conditions
of the Agreement. In the event of a conflict between the provisions of this
Assignment and the provisions of the Agreement, the provisions of the
Agreement shall prevail. Whereof, the parties have executed this Bill of
Sale as of date first set forth above.
Microelectronics Technology Company, a Nevada corporation
/s/ B. Joseph Stewart
- -------------------------
B. Joseph Stewart
President
722868 Ontario Ltd.
/s/ Peter Fisher & Tyler Fisher
- -------------------
Peter Fisher
Tyler Fisher
Exhibit B
ASSIGNMENT OF CUSTOMER CONTRACTS, AGREEMENTS, AND ARRANGEMENTS
This Assignment of Customer Contracts, Agreements, and Arrangements
(this "Assignment") is made and entered into by and between the Seller,
holders of 100% of issued share capital of Microart Services Inc.,
an Ontario corporation, and Microelectronics Technology Company, a
Nevada company, ("Assignee").
RECITALS
A. Assignor and Assignee have entered into a Shares Purchase Agreement
(the "Agreement"), dated as of October 5, 2009, pursuant to which Assignor
is selling to Assignee the Assets.
B. Assignor is a party to certain Contracts.
C. Pursuant to the terms of the Agreement, Assignor desires to assign
Assignor's rights, title, and interest in and to the Contracts to Assignee,
and Assignee desires to accept the assignment and assume all of the
obligations associated with the Contracts.
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee hereby
agree as follows:
1. Defined Terms. Unless otherwise defined in this Assignment, all
capitalized terms shall have the meanings given to them in the Agreement.
2. Assignment of Contracts. Assignor hereby conveys, contributes, assigns,
sets over and transfers to Assignee all of Assignor's right, title, and
interest in and to the Contracts, subject to, in the case of any Contract
that requires consent to assignment, the receipt of the required consent.
3. Acceptance of Assignment and Obligations. Assignee hereby assumes and
agrees to pay, perform and discharge if, as and when due in accordance with
the terms thereof the Contracts.
4. Successors and Assigns. This Assignment shall inure to the benefit of,
and be binding on, successors and assigns of the parties.
5. Counterparts and Facsimile Signatures. This Assignment may be executed
in any number of counterparts and by facsimile signature, each of which
shall be deemed an original. The counterparts shall together constitute
only one agreement.
6. Conflicts. This Assignment is made subject to the terms and conditions
of the Agreement. In the event of a conflict between the provisions of
this Assignment and the provisions of the Agreement, the provisions of
the Agreement shall prevail.
7. Governing Law. This Assignment shall be governed by and construed under
the laws of the State of Nevada.
In witness whereof, the parties have executed this Assignment as of the
date first set forth above.
Microelectronics Technology Company, a Nevada corporation
/s/ B. Joseph Stewart
- -------------------------
B. Joseph Stewart
President
722868 Ontario Ltd.
/s/ Peter Fisher & Tyler Fisher
- -------------------
Peter Fisher
Tyler Fisher