-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OytB+QyB76SWVhYmrGyjRTkyg1MoT+Yk/9WEAG7RsuWqJ/Aejo2jvBa9ise5QVps 8ARb9jgaRI93Cugxa0VeSA== 0000950123-99-001650.txt : 19990301 0000950123-99-001650.hdr.sgml : 19990301 ACCESSION NUMBER: 0000950123-99-001650 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990224 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITIES RESOLUTION ADVISORS INC CENTRAL INDEX KEY: 0001017655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 731479833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28720 FILM NUMBER: 99551037 BUSINESS ADDRESS: STREET 1: 80 SEAVIEW BLVD STREET 2: SUITE 220 CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 5166254040 MAIL ADDRESS: STREET 1: 7633 EAST 63RD PL STREET 2: SUITE 220 CITY: TULSA STATE: OK ZIP: 74133 FORMER COMPANY: FORMER CONFORMED NAME: ROSE INTERNATIONAL LTD DATE OF NAME CHANGE: 19960627 8-K 1 SECURITIES RESOLUTION ADVISORS, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 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 24, 1999 SECURITIES RESOLUTION ADVISORS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-2872073-1479833 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 80 SEAVIEW BLVD., PORT WASHINGTON, NY 11050 (Address of principal executive office) Registrant's telephone number, including area code (516) 625-4040 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS DISPOSITION OF WHOLLY OWNED SUBSIDIARY On February 24, 1999, the Company, Security Resolution Advisors, Inc., a Delaware corporation, exchanged its ownership of its wholly owned subsidiary, Security Resolution Advisors, Inc., a New York corporation, for eight million (8,000,000) shares of the issued and outstanding shares of Common Stock of the Company. Richard Singer, President of the Company was the buyer. The sale of the Company"s ownership of its wholly owned subsidiary, Security Resolution Advisors, Inc., a New York corporation, was in contemplation of the acquisition by the Company of all of the issued and outstanding Common Stock of Internet Auction, Inc., a Massachusetts corporation. The acquisition will be reported on Form 8-K upon consummation. EXHIBIT (1) Stock Purchase Agreement effective January 31, 1999, by and among Richard Singer ("Buyer"), the Company ("Seller") and Security Resolution Advisors, Inc., a New York corporation ("Subsidiary"). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) The financial statement requirements and pro forma financial information required will be filed within sixty days of filing the agreement for acquisition of Internet Auction, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SECURITIES RESOLUTION ADVISORS, INC. By: /s/ Richard Singer, II --------------------------------------- Richard Singer, II, President and Principal Accounting Officer Date: February 25, 1999 EX-99.A 2 STOCK PURCHASE AGREEMENT 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 31st day of January, 1999, by and among RICHARD SINGER (hereinafter referred to as "Buyer"); and SECURITY RESOLUTION ADVISORS, INC., a Delaware (hereinafter referred to as "Seller"), being the sole stockholder of SECURITY RESOLUTION ADVISORS, INC., a New York corporation (the "Company"). WHEREAS, Seller is the owner of record and beneficially owns Eight Million (8,000,000) shares of the issued and outstanding shares of Common Stock of the Company which represents 100% of the issued and outstanding shares of the Company (the "Shares"); and WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer desires to purchase the Shares, upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. SALE AND PURCHASE OF THE SHARES 1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares listed in Exhibit "A", attached hereto. 1.2 CLOSING. The purchase shall be consummated at a closing ("Closing") to take place at 11:00 o'clock a.m., at the offices of Buyer's counsel on February 25, 1999 ("Closing Date"). 1.3 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for the Shares shall be Eight Million (8,000,000) shares of Common Stock of the Seller ("Seller's Shares"). The Purchase Price shall be paid at Closing, by delivery of Buyer's Shares duly endorsed to Seller against receipt of certificates representing the Shares, duly endorsed for transfer to Buyer. II. REPRESENTATIONS AND WARRANTIES 2.1 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller, with respect to the Seller's Shares owned by Buyer, as follows: (a) TITLE TO THE SHARES. At Closing, Buyer shall own of record and beneficially the number of the Seller's Shares, of the Seller, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Seller's Shares to Seller. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Seller's Shares. (b) INVESTMENT INTENT. Buyer is acquiring the shares of the Company for his own account, for investment purposes only, and not with a view to the sale or distribution of any part thereof, and Buyer has no present intention of selling, granting participation in, or otherwise distributing the same. Seller 2 understands the specific risks related to an investment in the shares of the Company, especially as it relates to the financial performance of the Company. 2.2 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as follows: (a) ORGANIZATION. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware. (b) AUTHORITY. Seller has full power and lawful authority to execute and deliver this Agreement and to consummate and perform the Transactions contemplated thereby. The Agreement constitutes (or shall, upon execution, constitute) valid and legally binding obligations upon Seller, enforceable in accordance with their terms. Neither the execution and delivery of the Agreement by Seller, nor the consummation and performance of the Transactions contemplated thereby, conflicts with, requires the consent, waiver or approval of, results in a breach of or default under, or gives to others any interest or right of termination, cancellation or acceleration in or with respect to, any material agreement by which Seller is a party or by which Seller or any of its material properties or assets are bound or affected. III. COVENANTS 3.1 COVENANTS OF SELLER. Seller covenants and agrees to perform the following acts: (a) NO INDEBTEDNESS. Seller will not allow the Company to create, incur, assume, guarantee or otherwise become liable with respect to any obligation for borrowed money, indebtedness, capitalized lease or similar obligation, except in the ordinary course of business consistent with past practices, where the entire net proceeds thereof are deposited with and used by and in connection with the business of the Company. (b) NO SECURITIES ISSUANCES. Seller will not allow the Company to issue any shares of any class of capital stock, or enter into any contract, option, warrant or right calling for the issuance of any such shares of capital stock, or create or issue any securities convertible into any securities of the Company. (c) CONSENTS. Seller will use its best good faith efforts to obtain the consent or approval of each person or entity whose consent or approval is required for the consummation of the Transactions contemplated hereby and to do all things necessary to consummate the Transactions contemplated by the Agreement. IV. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE The obligation of Buyer to close the Transactions contemplated hereby is subject to the fulfillment by Seller prior to Closing of each of the following conditions, which may be waived in whole or in part by Buyer: 4.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and warranties of Seller contained in this Agreement shall have been true and correct when made and shall be true and correct as of the Closing with the same force and effect as if made at the Closing. Seller shall have performed all agreements, covenants and conditions required to be performed by Seller prior to the Closing. -2- 3 4.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or administrative proceeding before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby. 4.3 DOCUMENTS TO BE DELIVERED BY SELLER. Seller shall have delivered the Stock certificates representing all of the Shares, duly endorsed to Buyer. V. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER TO CLOSE The obligation of Seller to close the Transactions is subject to the fulfillment prior to Closing of each of the following conditions, any of which may be waived in whole or in part by Seller: 5.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing. 5.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or administrative proceedings before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby. 5.3 DOCUMENTS TO BE DELIVERED BY BUYER. Buyer shall have delivered the Seller's Shares, duly endorsed to Seller. VI. MODIFICATION, WAIVERS, TERMINATION AND EXPENSES 6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this Agreement in any manner as they may mutually agree in writing. 6.2 WAIVERS. Buyer and Seller may in writing extend the time for or waive compliance by the other with any of the covenants or conditions of the other contained herein. 6.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated and the purchase of the Shares may be abandoned before the Closing: (a) By the mutual consent of Seller and Buyer; (b) By Buyer, if the representations and warranties of Seller set forth herein shall not be accurate, or the conditions precedent set forth in Article IV shall have not have been satisfied, in all material respects; or (c) By Seller, if the representations and warranties of Buyer set forth herein shall not be accurate, or the conditions precedent set forth in Article V shall not have been satisfied in all material respects. -3- 4 Termination shall be effective on the date of receipt of written notice specifying the reasons therefor. VII. MISCELLANEOUS 7.1 REPRESENTATIONS AND WARRANTIES TO SURVIVE. Unless otherwise provided, all of the representations and warranties contained in this Agreement and in any certificate, exhibit or other document delivered pursuant to this Agreement shall survive the Closing for a period of two (2) years. No investigation made by any party hereto or their representatives shall constitute a waiver of any representation or warranty, and no such representation or warranty shall be merged into the Closing. 7.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements and the certificates and other instruments delivered by or on behalf of the parties pursuant thereto, constitute the entire agreement between the parties. The terms and conditions of the Basic Agreements shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successor and assigns of the parties hereto. Nothing in the Basic Agreements, expressed or implied, confers any rights or remedies upon any party other than the parties hereto and their respective heirs, legal representatives and assigns. Whenever Seller is authorized to act hereunder, any action authorized by members of Seller holding a majority of the Shares shall be deemed the act of and binding on all members of Seller. 7.3 APPLICABLE LAW. The Basic Agreements are made pursuant to, and will be construed under, the laws of the State of New York. 7.4 NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and will be deemed to have been duly given when delivered or mailed, first class postage prepaid: (a) If to Seller, to: Richard Singer 80 Seaview Blvd. Port Washington, NY 11050 Telephone: (800) 501-7171 Fax: (516) 625-9855 (b) If to Buyer, to: G. David Gordon & Associates, P.C. 7633 East 63rd Place, Suite 210 Tulsa, OK 74133 Telephone: (918) 254-4997 Fax: (918) 254-2988 These addresses may be changed from time to time by written notice to the other parties. 7.5 HEADINGS. The headings contained in this Agreement are for reference only and will not affect in any way the meaning or interpretation of this Agreement. 7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. -4- 5 7.7 SEVERABILITY. If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable under applicable law this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The remaining provisions of this Agreement shall be given effect to the maximum extent then permitted by law. 7.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable remedy or right available to a party shall not constitute a waiver of such right, nor shall any such forbearance, failure or actual waiver imply or constitute waiver of subsequent default or breach. 7.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any legal proceeding based upon this Agreement shall be entitled to reasonable attorneys' fees and expenses and court costs. 7.10 EXPENSES. Each party shall pay all fees and expenses incurred by it incident to this Agreement and in connection with the consummation of all transactions contemplated by this Agreement. 7.11 INTEGRATION. This Agreement and all documents and instruments executed pursuant hereto merge and integrate all prior agreements and representations respecting the Transactions, whether written or oral, and constitute the sole agreement of the parties in connection therewith. This Agreement has been negotiated by and submitted to the scrutiny of both Seller and Buyer and their counsel and shall be given a fair and reasonable interpretation in accordance with the words hereof, without consideration or weight being given to its having been drafted by either party hereto or its counsel. IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this Agreement on the date first written above. "BUYER" /S/ RICHARD SINGER ------------------ RICHARD SINGER "SELLER" SECURITIES RESOLUTION ADVISORS, INC. /S/ ROBERT BERTSCH ------------------ ROBERT BERTSCH, VICE-PRESIDENT -5- -----END PRIVACY-ENHANCED MESSAGE-----