-----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, A197nSx47NEWmX6IwZUkSipAleLHFz1uOqPkv9xSqFyCgDXkCvoMyqnOUVg4jFNz UlWyU56iX/c9dDpMMnH1jw== 0000950127-01-000191.txt : 20010308 0000950127-01-000191.hdr.sgml : 20010308 ACCESSION NUMBER: 0000950127-01-000191 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20010306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOOP INC/DE CENTRAL INDEX KEY: 0001025315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 330726608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22281 FILM NUMBER: 1562033 BUSINESS ADDRESS: STREET 1: 1800 CENTURY PARK EAST STREET 2: SUITE 600 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 9492256000 MAIL ADDRESS: STREET 1: 1800 CENTURY PARK EAST STREET 2: SUITE 600 CITY: LOS ANGELES STATE: CA ZIP: 90067 10-Q 1 0001.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------------- ---------------------- Commission file number 000-22281 SCOOP, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0726608 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Cyberia House Church Street, Basingstoke Hampshire RG21 7QN United Kingdom (Address of Principal Executive Offices) +44 1256 867 800 (Telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days. Yes No X ----- ----- APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No ------ ------ APPLICABLE ONLY TO CORPORATE ISSUERS: Number of shares of Common Stock outstanding at February 13, 2001: 85,486,716. PART I FINANCIAL INFORMATION Item 1. Financial Statements. SCOOP, INC. BALANCE SHEET March 31, 2000 -------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 624,111 Accounts receivable, net of reserve of $103,277 4,120,913 Inventory 1,069,401 --------------- Total current assets 5,814,425 Loan receivable, related parties 97,367 Property and equipment, net of accumulated depreciation and amortization 1,578,202 Goodwill, net of accumulated amortization 2,923,674 --------------- $ 10,413,668 =============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities- Accounts payable and accrued expenses $ 5,650,510 Income taxes payable 70,602 Short term loans, related party 245,630 Current portion of loan payable 102,796 --------------- Total current liabilities 6,069,538 Loan payable, bank 410,823 Shareholders' equity: Preferred stock; $0.001 par value, 5,000,000 authorized, no shares issued and outstanding - Common stock; $.001 par value, 100,000,000 shares authorized 85,486,716 shares issued and outstanding 26,081 Additional paid in capital 9,860,176 Other comprehensive loss 3,186 Accumulated deficit (5,956,136) -------------- Total shareholders' equity 3,933,307 -------------- $ 10,413,668 ============== SCOOP, INC. STATEMENTS OF OPERATIONS Three months ended Three months ended March 31, 2000 March 31, 1999 -------------- -------------- (Unaudited) (Unaudited) Revenue: $ 7,869,308 $ 1,608,817 Cost of Revenue 7,094,096 1,323,117 -------------- -------------- Gross profit 775,212 285,700 Operating expenses: Distribution costs 150,622 93,281 General and administative 782,693 986 Goodwill Amortization 177,048 - Depreciation 29,099 265,199 -------------- -------------- Total operating expenses 1,139,462 359,466 -------------- -------------- Net loss before interest and other income and interest expense (364,250) (73,766) Interest and other income (3,115) - Interest expense 200,329 2,082 -------------- -------------- Net loss before provision for income taxes (561,464) (75,848) Provision for income taxes - - -------------- -------------- Net loss $ (561,464) $ (75,848) =============== ============= Net loss per share - basic and diluted $ (0.01) $ (0.00) ============== ============= Weighted average number of shares outstanding - basic and diluted 68,217,618 60,783,219 ============== ============= SCOOP, INC. STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Three months ended Three months ended March 31, 2000 March 31, 1999 -------------- -------------- (Unaudited) (Unaudited) Cash flows provided by (used for) operating activities: Net income (loss) $ (561,464) $ (75,848) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation 29,099 128 Amortization of goodwill 177,048 - Foreign currency translation (21,799) (3,893) Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable 47,931 868 Inventory (143,984) 93 Changes in assets and liabilities: (Increase) decrease in assets: Accounts payable and accrued expenses (1,191,379) (5,308) Income taxes payable (20,558) - -------------- -------------- Total adjustments (1,123,642) (8,112) -------------- -------------- Net cash used for operating activities (1,685,106) (83,960) Cash flows provided by (used for) investing activities: Acquisition of property and equipment (13,540) - Due to/from related parties (37,485) (59) -------------- -------------- Net cash used for investing activities (51,025) (59) -------------- -------------- Cash flows provided by (used for) financing activities: Proceeds from sale of common stock 1,870,426 - Payment on long-term debt, related parties (1,351,255) - Payment on long-term debt, bank (19,374) - ------------- ------------- Net cash provided by financing activities 499,797 - -------------- ------------- Net increase (decrease) in cash (1,236,335) (84,019) Cash, beginning of period 1,860,445 242,588 -------------- -------------- Cash, end of period $ 624,111 $ 158,569 ============== ============== Supplemental disclosure of cash flow information: Interest paid $ 42,609 $ 2,662 ============== ============== Income taxes paid $ - $ - ============== ============== Supplemental disclosure of non-cash investing and financing activities: Shares issued in satisfaction of debt $ 8,008,441 ============== SCOOP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2000 (1) Description of business: Interim Financial Statements: The accompanying financial statements include all adjustments (consisting of only normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results of operations for the periods presented. Interim results are not necessarily indicative of the results to be expected for a full year. The financial statements should be read in conjunction with the financial statements included in the annual report of Scoop, Inc. and Subsidiaries (the "Company") on Form 10-K for the year ended December 31, 1999. General: The Company was incorporated in 1996 in the state of Delaware as an online news provider. In July 1998, the Company filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Central District of California (the "Bankruptcy Court"). In September 1999, the Company filed a Plan of Reorganization (the "Plan") with the Bankruptcy Court. The Plan was confirmed on October 5, 1999. Pursuant to the Plan, Scoop was acquired in a reverse merger with 24STORE.com Limited ("24STORE"), whose parent company, InfiniCom AB, acquired approximately 91% of the outstanding shares of the Company, or 60,783,219 newly issued shares, in exchange for all the outstanding shares of 24STORE. No value has been assigned to the assets and liabilities of the acquired company, as it is emerging from a formal bankruptcy plan. Proforma operating results as if the acquisition had taken place at the beginning of the period have not been presented as there are no operations of the acquiree. The financial position and results of operations of the acquiree are included in the consolidated statements of the Company. 24STORE was incorporated July 28, 1998 in England and Wales, and was a wholly owned subsidiary of InfiniCom AB, a publicly listed company on the SBI market in Sweden, whose principal activity is that of a holding company. On April 9, 1999, 24STORE entered into a Share Purchase Agreement, whereby it acquired from InfiniCom several companies registered in Sweden and Norway. This transaction was treated as a reorganization. All of the Swedish entities either entered bankruptcy or ceased operations soon after transfer. The Norwegian entity, as the only ongoing concern, has been treated as the predecessor, and accordingly, its financial position and results of operations have been presented for the periods preceding the reverse merger of 24STORE with the Company. On May 6, 1999, 24STORE acquired three companies registered in the United Kingdom, which companies were related through common ownership. All of the consolidated subsidiaries of the Company are in the business of selling and distributing consumer and commercial electronic products in Europe. SCOOP, INC. ----------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) THREE MONTHS ENDED MARCH 31, 2000 (2) Summary of Significant Accounting Policies: Principles of Consolidation: --------------------------- The accompanying consolidated statements include the accounts of Scoop, Inc. and subsidiaries. All significant intercompany transactions and accounts have been eliminated. The financial statements of entities owned outside the United States are generally measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated at year-end exchange rates, and operating statement items are translated at average exchange rates prevailing during the year. The resulting translation adjustments are recorded as other comprehensive income. Exchange adjustments resulting from foreign currency transactions are included in the determination of net income (loss). (3) Interim financial information (Unaudited): On March 24, 2000, the Company, InfiniCom, and the two previous shareholders ("Officers") of the UK Group agreed to restructure the related party Notes Payable, along with certain other intercompany debt then outstanding between InfiniCom and Scoop. InfiniCom released and discharged all amounts (including, without limitation, principal and interest) owing by the Company under the debt obligations in consideration for which the Company issued to InfiniCom 7,819,217 shares of its common stock. In satisfaction of the $2,817,500 Note Payable owing to the Officers under the May 6, 1999 acquisitions, the Company paid to the Officers the sum of 851,506 Pounds Sterling, or approximately $1,351,255, in cash and issued to each of the Officers 4,953,455 shares of the Company's outstanding common stock. Also as a part of the restructuring, InfiniCom subscribed for and purchased 965,132 newly issued shares of common stock of the Company at a subscription price of $1.938 per share. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's interim results of operations and financial condition. This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission. RESULTS OF OPERATIONS For the Three Months ended March 31, 2000: NET SALES. Net sales for the three months ended March 31, 2000 were $7,869,308 compared to $1,608,817 for the three months ended March 31, 1999 representing an increase of 389%. The increase reflects the acquisition on May 6, 1999 of three UK entities, as detailed in the Company's December 31, 1999 10K. GROSS PROFIT. Gross profits for the three months ended March 31, 2000 were $775,212 compared to $285,700 for the three months ended March 31, 1999 representing an increase of 171%. Gross profits as a percentage of sales were 9.8% for the three months ended March 31, 2000 compared to 17.8% for the three months ended March 31, 1999. The changes in Gross profit between periods are a result of the acquisition mentioned above, and the change as a percentage of Sales is reflective of the decreased sales margins realized by the UK entities as compared to the Norwegian entity. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("SG&A") expenses for the three months ended March 31, 2000 were $962,415 compared to $359,466 for the three months ended March 31, 1999. This increase of 168% reflects the inclusion of the results of operations of the acquired entities, as mentioned above. GOODWILL AMORTIZATION. Goodwill amortization, reflecting the excess of purchase price of the May 1999 acquisition over fair value of assets acquired, for the three months ended March 31, 2000 was $177,048. There was no goodwill amortization for the three months ended March 31, 1999. INTEREST EXPENSE. Interest expense, net of interest income for the three months ended March 31, 2000 was $197,214 compared to $2,082 for the three months ended March 31, 1999 representing an increase of 9,372%. The increase in interest expense in the three months ended March 31, 2000 is primarily attributable to the acquisition of the UK Group which has a bank loan and operates with receivables financing arrangements, and interest on loan notes due to related parties, as a result of the reorganization and acquisitions. See discussion in "Part II, Item 5 - Other Information." INCOME TAXES. There were no income taxes in the three months ended March 31, 2000 or in the three months ended March 31, 1999. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents at March 31, 2000 were $624,111 compared to $1,860,445 as of December 31, 1999. This decrease is due to several factors: a portion to weakening foreign exchange rates in translation into United States dollars, position of cash advances on revolving line of credit at year end, and timing of payments to creditors at year end and interim period. Cash used for operating activities for the three months ended March 31, 2000 was $1,685,106 compared to net cash used by operating activities of $8,112 in the three months ended March 31, 1999. The increased use of cash reflects the increased operations of the acquired entities as compared to pre-acquisition operations at March 31, 1999, including increased overhead and employee costs as a result of the growth. Secondly, additional money was used to fund the Norway entity, which is in financial difficulty. Additionally, the Company incurred increased professional fees in 2000. As of March 31, 2000 the Company had a working capital deficit of $255,113 compared to a working capital deficit of $8,146,694 as of December 31, 1999. Cash used by investing activities was $51,025 in the three months ended March 31, 2000 and cash provided by financing activities was $499,797, compared to no cash provided by investing and financing activities in 1999. The Company also issued $8,008,441 in shares in a non-cash transaction to satisfy debt. See discussion in "Part II, Item 5 - Other Information." The change in working capital, and the cash provided by investing and financing activities is primarily attributable to the restructuring of debt that occurred on March 24, 2000. See discussion in "Part II, Item 5 - Other Information." In its United Kingdom operating subsidiaries the Company has (1) a revolving line of credit based on 70% of eligible receivables and (2) a ten year mortgage expiring in 2008, secured by the underlying property and (3) a $75,000 overdraft facility. The mortgage, the revolving line of credit and the overdraft facility bear interest at the prime rate plus 2%. Item 3. Quantitive and Qualitative Disclosures About Market Risk. The Company does not hold any derivative financial instruments. However, the Company is exposed to interest rate risk. The Company believes that the market risk arising from holdings of its financial instruments is not material. However, all of the Company's operations are conducted through its subsidiary 24STORE and denominated in either British pounds sterling or Norwegian Krona, and none of the Company's revenues are generated in U.S. dollars. For consolidation purposes, the assets and liabilities of 24STORE are converted to U.S. dollars using year-end exchange rates and results of operations are converted using a monthly average rate during the year. Fluctuations in the currency rates between the United Kingdom, Norway and the United States may give rise to material variances in reported earnings of the Company. PART II OTHER INFORMATION Item 5. Other Information. On May 6, 1999, Michael Neame ("Neame") and Martin Clarke ("Clarke") sold to 24STORE 100% of the outstanding capital stock of each of LapLand U.K. Limited, Mobile Planet Limited and Cyberia (UK) Limited, each of which are companies incorporated in England. In connection with, and as partial consideration for, the foregoing sale, InfiniCom issued a promissory note in favor of Neame and Clarke which was secured by a lien on the shares of LapLand, Mobile Planet and Cyberia. On March 31, 2000, the Company, InfiniCom, 24STORE, Neame and Clarke agreed to restructure the foregoing debt, along with certain other intercompany debt then outstanding between InfiniCom and 24STORE. To effect the restructuring, the Company issued to each of Neame and Clarke 4,953,455 shares of the Company's Common Stock and 24STORE paid to each of Neame and Clarke the sum of 425,753 Pounds Sterling, or approximately $675,627, in cash in consideration for which (i) 24STORE issued to the Company 4,200,000 additional shares of its capital stock and (ii) Neame and Clarke released and discharged the obligations of 24STORE owed by 24STORE to Neame and Clarke pursuant to a Loan Note Instrument executed by 24STORE and InfiniCom dated May 6, 1999. The Company also assumed from 24STORE all of the obligations of 24STORE under (a) a Loan Note issued by 24STORE in favor of InfiniCom dated April 9, 1999 in the principal amount of $2,368,000, (b) a Loan Note issued by 24STORE in favor of InfiniCom dated April 9, 1999 in the principal amount of $1,581,000, (c) a Loan Note issued by 24STORE in favor of InfiniCom dated May 6, 1999 in the principal amount of 16,300,000 SEK and (d) certain other debt obligations ((a), (b), (c) and (d) above collectively, the "Debt Obligations") in consideration for which 24STORE issued to the Corporation 16,142,972 additional shares of its capital stock. Following the foregoing assumptions, InfiniCom released and discharged amounts (including, without limitation, principal and interest) owing under the Debt Obligations in consideration for which the Company issued to InfiniCom 7,819,217 shares of its Common Stock. Also as a part of the restructuring, (x) InfiniCom subscribed for and purchased 965,132 newly issued shares of Common Stock of the Company at a subscription price of $1.938 per share and (y) the Company subscribed for and purchased 4,308,580 shares of the capital stock of 24STORE at a subscription price of L0.25 per share (equivalent to an aggregate subscription price of $1,695,426). Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Exhibit Number Description -------------- ----------- 10.1 Deed of Subscription, Amendment and Release dated March 31, 2000 among Michael John Neame, Martin Clarke, 24STORE.com Limited, InfiniCom AB and Scoop, Inc. 10.2 Subscription Agreement dated March 31, 2000 between InfiniCom AB and Scoop, Inc. 10.3 Subscription Agreement dated March 31, 2000 between Michael John Neame and Scoop, Inc. 10.4 Subscription Agreement dated March 31, 2000 between Martin Clarke and Scoop, Inc. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 6, 2001 SCOOP, INC. By: /s/ Martin Clarke ------------------------------------- Martin Clarke President and Chief Executive Officer By: /s/ Michael Neame ------------------------------------- Michael Neame Chief Financial Officer and Principal Accounting Officer EX-10.1 2 0002.txt DEED OF SUBSCRIPTION, AMENDMENT AND RELEASE DATED 31 MARCH 2000 MICHAEL JOHN NEAME (1) and MARTIN CLARKE (2) and 24STORE.com LIMITED (3) and INFINICOM AB (4) and SCOOP, INC. (5) - -------------------------------------------------------------------------------- DEED OF SUBSCRIPTION, AMENDMENT AND RELEASE in respect of: (i) a share sale and purchase agreement (ii) a loan note instrument; and (iii) a legal charge over shares - -------------------------------------------------------------------------------- White & Case 7-11 Moorgate London EC2R 6HH Tel: 020 7726 6361 Fax: 020 7726 4314 Ref: GJH THIS DEED is made on 31 March 2000. BETWEEN: (1) MICHAEL JOHN NEAME of 44 Pyotts Copse, Old Basing, Basingstoke, Hants RG24 8WE; (2) MARTIN CLARKE of Kingston, Reading Road North, Fleet, Hants GU13 8HR (together "the Vendors"); (3) 24STORE.com LIMITED a company incorporated in England with its registered address at Cyberia House, Church Street, Basingstoke, Hampshire RG21 7QN and registered number 3605559 ("the Purchaser"); (4) INFINICOM AB a company incorporated in Sweden with registered number 556448-8194 whose registered office is situated at Gustavslundsvagen 151E, S-167 51, Bromma, Sweden ("Infinicom"); and (5) SCOOP, INC a corporation organised and existing under the laws of the State of Delaware, USA ("Scoop"). RECITALS: (A) LapLand U.K. Limited ("Lapland") was incorporated in England on 9 July 1990 under the Companies Act 1985 with registered number 02520180, is a private company limited by shares and has an authorised share capital of 50,000 Pounds Sterling divided into 50,000 ordinary shares of 1 Pounds Sterling each, all of which have been issued or allotted and are fully paid. (B) Mobile Planet Limited ("Mobile") was incorporated in England on 14 February 1992 under the Companies Act 1985 with registered number 02687500, is a private company limited by shares and has an authorised share capital of 5,000 Pounds Sterling divided into 5,000 ordinary shares of 1 Pounds Sterling each, all of which have been issued or allotted and are fully paid. (C) Cyberia (UK) Limited ("Cyberia") was incorporated in England on 24 September 1997 under the Companies Act 1985 with registered number 03438944, is a private company limited by shares and has an authorised share capital of 2,000 Pounds Sterling each divided into 2,000 ordinary shares of 1 Pounds Sterling each 2 of which have been issued or allotted and are fully paid. (D) On 18 September 1998, the Vendors agreed to sell the Sale Shares to Infinicom, which agreement was rescinded by the Vendors on 1 April 1999, when the Vendors exercised their rights under a legal charge dated 2 December 1998. (E) Pursuant to a share sale and purchase amendment agreement between the parties hereto (except Scoop) dated 6 May 1999 (the "1999 SPA"), the Vendors subsequently sold and the Purchaser acquired the entire issued share capital in the Companies in accordance with the terms and conditions of the 1999 SPA. (F) On 6 May 1999, Infinicom and the Purchaser also executed as a deed an instrument constituting up to 1,750,000 Pounds Sterling 10% secured loan notes issued by the Purchaser (which together with any schedules and supplemental instruments thereto shall be referred to herein as the "1999 Loan Note Instrument") under which the Vendors are at the date hereof the sole Noteholders (as defined in the 1999 Loan Note Instrument). (G) On 6 May 1999, each of the Vendors and the Purchaser also entered into a Legal Charge over Shares (the "1999 Legal Charge"), whereby, inter alia, certain amounts from time to time owing to the Vendors under the 1999 Loan Note Instrument were agreed to be secured in favour of the Vendors. (H) The parties hereto have agreed, inter alia, (i) to amend certain provisions of the 1999 SPA, (ii) to release all rights and obligations under the 1999 Loan Note Instrument in consideration for new undertakings set out herein and in the Option Agreements, (iii) to release the provisions of the 1999 Legal Charge and (iv) to effect the allotment of certain securities in the capital of the Purchaser and of Scoop (respectively), in each case in accordance with the terms set out below. IT IS AGREED as follows: 1. INTERPRETATION 1.1 Terms used in this Deed have the same meanings and construction as set out in the 1999 SPA, save where otherwise defined herein or where the context requires otherwise. 1.2 Notwithstanding the above Clause 1.1, in this Deed the following definitions are used: "1999 Documents" means the 1999 SPA, the 1999 Loan Note Instrument and the 1999 Legal Charge, all of them and each of them as the context admits. "Authorisation Documents" means those resolutions and other documents listed and set out at Exhibit D (Authorisation Documents). "Debt Obligations" means the debt obligations of the Purchaser, details of which are set out in Exhibit C. "Effective Date" means such time on the date hereof (and not later than the date hereof) when all of the resolutions of the Boards of Directors, resolutions of Shareholders and other actions and authorisations of the respective companies and corporations set out in the Authorisation Documents have been effected. "Option Agreements" means each of the option agreements set out at Exhibit B to be entered into pursuant to Clause 2.3.2(iv). "Purchaser's Solicitors" means White & Case of Basildon House, 7-11 Moorgate, London EC2R 6HH "Scoop Subscription Agreement" means the agreements for the subscription of shares of common stock in Scoop, as set out in Exhibit E (Scoop Subscription Agreements), all of them and each of them as the context admits. 1.3 The designations adopted in the recitals and introductory statements preceding this clause apply throughout this Deed and its Exhibits. 1.4 Save as specifically provided in this Agreement, the provisions of Part I of the Law of Property (Miscellaneous Provisions) Act 1994 shall not apply to this Agreement. 2. AMENDMENT AND RESTATEMENT 2.1 Agreement and consent to amendments 2.1.1 Each party to each agreement or deed, as the case may be, referred to in Clause 2.2 (1999 SPA) to Clause 2.4 (1999 Legal Charge) (inclusive) agrees that the amendments to or release of the terms under that agreement or deed, as the case may be, specified in the relevant clause shall be made. 2.1.2 The parties to this Deed agree that, with effect from the Effective Date, references in a 1999 Document to any 1999 Document amended, modified, waived and/or supplemented by this Deed shall be deemed to be references to that 1999 Document (and to any definition contained therein) as amended, modified and/or supplemented by this Deed. 2.2 1999 SPA 2.2.1 With effect on and from the Effective Date, the 1999 SPA shall be amended as described in Exhibit A (Amendments to the 1999 SPA). 2.2.2 In addition, the Vendors, the Purchaser and Infinicom hereby agree and confirm that the Purchaser has previously complied with all of its duties and obligations set out in Clauses 3.1 and 5.1 of the 1999 SPA (as amended hereby), as required therein, which accordingly have been satisfied in full. 2.3 1999 Loan Note Instrument 2.3.1 With effect on and from the Effective Date and in consideration for the undertakings given in Clause 2.3.2 below, all rights, benefits, interests and claims together with all debts, obligations and liabilities otherwise accruing to or owing by the parties thereto under the 1999 Loan Note Instrument shall be released with the result that the 1999 Loan Note Instrument shall be of no further force and effect. 2.3.2 In consideration for the release of the rights and obligations set out in Clause 2.3.1 above, in each case upon the Effective Date: (i) the Purchaser undertakes to pay to the Vendors in aggregate the sum of 851,506 Pounds Sterling in cash (which obligation shall be satisfied upon the giving of confirmation by the Purchaser's Solicitors that they hold such money to the order of the Vendors); (ii) the Purchaser undertakes to allot to Scoop 4,200,000 ordinary shares of 10 pence each in the share capital of the Purchaser, credited as fully paid; (iii) Scoop undertakes to allot to each of the Vendors 4,953,455 shares of common stock, par value US$0.001 per share, in the capital of Scoop, credited as fully paid which shall be allotted upon the terms set out in the Scoop Subscription Agreements marked Annex 1 and Annex 2, each of which has been executed by the respective parties thereto (but not dated) and which shall be dated the Effective Date; and (iv) Infinicom and the Vendors undertake to enter into their respective Option Agreements in the form set out at Exhibit B (Option Agreements) in relation to the shares in Scoop allotted pursuant to Clause 2.3.2(iii) above, each of which has been executed by the respective parties thereto (but not dated) and which shall be dated the Effective Date. 2.4 1999 Legal Charge Further to the release of all rights and obligations under the 1999 Loan Note Instrument under Clause 2.3.1 above, the parties to the 1999 Legal Charge shall upon the Effective Date release any and all duties and obligations which would otherwise be owing to each of them and relinquish all rights and benefits which would otherwise be accruing to each of them under the 1999 Legal Charge, which as of the Effective Date shall be of no further force and effect. 3. TRANSFER OF DEBT OBLIGATIONS BY THE PURCHASER 3.1 In each case upon the Effective Date: (i) the Purchaser shall give notice to Infinicom to transfer the Debt Obligations to Scoop; (ii) Infinicom shall give its full consent to such transfer of such Debt Obligations; and (iii) Scoop shall accept such Debt Obligations transferred to it by the Purchaser, in consideration for the undertaking set out in Clause 3.2 below. 3.2 In consideration for the transfer to and assumption by Scoop of the Debt Obligations pursuant to Clause 3.1 above, the Purchaser undertakes to allot to Scoop on the Effective Date 16,142,972 ordinary shares of 10 pence each in the capital of the Purchaser, credited as fully paid. 3.3 Infinicom hereby agrees to release, upon the Effective Date, all amounts (including for the avoidance of doubt principal, interest and otherwise) owing to it by Scoop under the Debt Obligations (which shall previously have been transferred on the Effective Date to Scoop by the Purchaser under Clause 3.1 above) in consideration for the allotment by Scoop to Infinicom of 7,819,217 shares of common stock, par value US$0.001 per share of Scoop, credited as fully paid, which shares Scoop undertakes to allot to Infinicom on the Effective Date, which shall be allotted upon the terms set out in the Scoop Subscription Agreement marked Annex 3, which has been executed by the parties thereto (but not dated) and which shall be dated the Effective Date. 4. SUBSCRIPTIONS 4.1 Upon the Effective Date: (i) Infinicom undertakes to apply to Scoop for the allotment to it by Scoop of 965,132 shares of common stock, par value US$0.001 per share of Scoop, credited as fully paid, at a subscription price of US$1.938 per such share in Scoop, which shall be allotted upon the terms set out in the Scoop Subscription Agreement marked Annex 3, which has been executed by the parties thereto (but not dated) and which shall be dated the Effective Date; and (ii) Scoop undertakes to allot to Infinicom all the shares in Scoop referred to in Clause 4.1(i) above upon receipt of the sum of US$1,870,426 in cash in the Dollar Client Deposit Account of White & Case at National Westminster Bank plc, City of London Office, 1 Princes Street, London EC2R 8PA, Sort Code 60-00-01, Account number 140-1-04038851. 4.2 Upon the Effective Date: (i) Scoop undertakes to apply to the Purchaser for the allotment to it by the Purchaser of 4,308,580 ordinary shares of 10 pence each in the capital of the Purchaser, credited as fully paid, at a subscription price of 25 pence per such share in the Purchaser; and (ii) the Purchaser undertakes to allot to Scoop all the shares in the Purchaser referred to in Clause 4.2(i) above upon receipt of the sum of US$1,695,426 (sterling equivalent 1,077,145 Pounds Sterling) in cash in the Dollar Client Deposit Account of White & Case at National Westminster Bank plc at the address stated above, Sort Code: 60-00-01, Account number: 140-1-04038851 who will hold such monies to the order of the Purchaser. 4.3 Upon the Effective Date, the Purchaser undertakes to apply to its wholly owned subsidiary 24 IT AS, a company incorporated under the laws of Norway ("24 IT"), for the allotment to it by 24 IT of 4,500 ordinary shares of 100 NOK each in the capital of 24 IT, credited as fully paid, at a subscription price of 250 NOK per such share in 24 IT and the Purchaser further undertakes on the Effective Date or as soon as required thereafter to make payment to 24 IT in cash, as above, for the allotment to it of such shares on the Effective Date, upon completion of such allotment. 5. LIABILITY Where in this Deed any liability is undertaken by two or more persons together, the liability of each of them will be joint and several. 6. PROVISIONS RELATING TO THIS DEED In relation to its subject-matter, this Deed together with the agreed drafts represents the entire understanding, and supersedes any previous agreement, between the parties. 7. COSTS The Purchaser shall bear the reasonable professional expenses of each of the Vendors incurred in agreeing and documenting this Deed. 8. MISCELLANEOUS 8.1 The provisions of Clauses 12 (Notices) and 13 (Counterparts) of the 1999 SPA shall apply to this Deed as if set out herein in full, mutatis mutandis, except that any reference in any such clauses to "this Agreement" shall be deemed instead to be a reference to "this Deed". 8.2 In addition, the provisions for notices in relation to Scoop shall be as follows: Scoop, Inc. c/o Cyberia House, Church Street, Basingstoke, Hampshire RG21 7QN FAO: Chairman of the Board of Directors Tel: +44 (0) 1256 867 800 Fax: +44 (0) 1256 867 734 and the provisions for notices in relation to Infinicom shall be as follows: InfiniCom AB Gustavslundsvagen 151E, S-167 51, Bromma, Sweden FAO: Chairman of the Board of Directors Tel: + 46 (0)8 634 1570 Fax: + 46 (0)8 634 1583 8.3 The terms of this Deed shall insofar as not performed on the Effective Date and subject as specifically otherwise provided in this Deed continue in force after and notwithstanding the occurrence of the Effective Date. 8.4 If at any time any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby. 9. EXECUTION AS A DEED Each of the parties to this Deed intends it to be a deed and confirms that it is executed and delivered as a deed, in each case notwithstanding the fact that any one or more of the parties may only execute this Deed under hand. 10. FURTHER ASSURANCES Each party to this Deed agrees to execute all such documents and do all such other acts and things as may reasonably be considered necessary or desirable to give full effect to this Deed. 11. GOVERNING LAW This Agreement shall be governed by and construed in accordance with English law. The parties hereto submit to the non-exclusive jurisdiction of the English courts. IN WITNESS of which the parties have executed this Deed the day and year written above. EXECUTED AND DELIVERED AS A DEED ) /s/ Michael John Neame by MICHAEL JOHN NEAME ) ---------------------- in the presence of: ) Director Witness signature: /s/ Alexander G. Preshaw ------------------------ Address: Wolverton Court Basingstoke Hampshire Occupation: Solicitor EXECUTED AND DELIVERED AS A DEED ) /s/ Martin Clarke by MARTIN CLARKE ) ----------------- in the presence of: ) Witness signature: /s/ Alexander G. Preshaw ------------------------ Address: Wolverton Court Basingstoke Hampshire Occupation: Solicitor EXECUTED AND DELIVERED AS A DEED ) /s/ Larsake Sandin for and on behalf of INFINICOM AB ) ---------------------- in the presence of: ) Director Witness signature: /s/ Angela Yvonne Turner ------------------------ Address: Nerja Villas C. Comercial Local 3A "El Capistrano Villaje" 29780 Nerja (Malaga) Spain Occupation: Company Director EXECUTED AND DELIVERED AS A DEED ) for and on behalf of 24STORE.com LIMITED ) in the presence of: ) /s/ Larsake Sandin ------------------ Director Witness signature: /s/ Angela Yvonne Turner ------------------------ Address: Nerja Villas C. Comercial Local 3A "El Capistrano Villaje" 29780 Nerja (Malaga) Spain Occupation: Company Director /s/ Michael John Neame ---------------------- Director Witness signature: /s/ R Woodward -------------- Address: Zennor, Cherry Tree Walk, Rowledge, Surrey Occupation: Finance Director EXECUTED AND DELIVERED AS A DEED ) for and on behalf of SCOOP, INC. ) in the presence of: ) /s/ Larsake Sandin ------------------ Director Witness signature: /s/ Angela Yvonne Turner ------------------------ Address: Nerja Villas C. Comercial Local 3A "El Capistrano Villaje" 29780 Nerja (Malaga) Spain Occupation: Company Director Exhibit A to the Deed of Subscription, Amendment and Release Amendments to 1999 SPA Clause 5.1 (Purchaser's Obligations) shall be amended to read as follows: "5. PURCHASER'S OBLIGATIONS 5.1 Forthwith upon execution of this Agreement the Purchaser shall apply for the issue of the total 475,000 Consideration Shares referred to in Clause 3.1(c) to the Vendors on Completion and, in exchange for the documents listed in Clause 4, the Purchaser shall deliver to the Vendors: (a) evidence, satisfactory to the Vendors, that the above-mentioned 475,000 in aggregate Infinicom B Shares, have been issued to them by Infinicom fully paid and are being held by Fischer Partners Fondkommission AB to their order (it being acknowledged by the parties hereto that the 225,000 Infinicom B Shares referred to in Clause 3.1(b) have previously been allotted and issued in satisfaction of Clause 3.1(b)). (b) secured convertible loan notes in the sum of L1,750,000 in the agreed form; (c) a legal charge in the agreed form duly executed by it." Exhibit C to the Deed of Subscription, Amendment and Release Debt Obligations All amounts owing (by way of principal, interest and otherwise) under: 1. Loan Note issued by the Purchaser in favour of Infinicom dated 9 April 1999 in the principal amount of US$2,368,000. 2. Loan Note issued by the Purchaser in favour of Infinicom dated 9 April 1999 in the principal amount of US$1,581,000. 3. Loan Note issued by the Purchaser in favour of Infinicom dated 6 May 1999 in the principal amount of SEK 16,300,000 (equivalent to US$1,870,425). 4. Intercompany transactions, not documented by a Loan Note funds from E. Bakke -$25,000.00 funds from Zygo Corp -$10,000.00 funds from Ronald Rotter -$25,000.00 funds from Robert Antin -$100,000.00 funds from James Folin -$49,975.00 payment of $1998.45 to InfiniCom AB $1,998.45 payment of 32178.21 Pounds Sterling to InfiniCom AB $32,178.21 payment of 4805.23SEK/599.15 USD to CIS Credit Insurance Services $599.15 payment of 4609.13 SEK/574.70 USD to Tele2 $574.70 payment of 154412.00SEK/19253.36 USD to Krono $19,253.36 payment of 190000.00SEK/23690.77 USD to Michelson and Werner $23,690.77 (equivalent to creditor per 24STORE.com Limited $131,680.36 $131,680 83,835 Pounds Sterling)
5. Interest due on Loan Notes $2,368,000 Loan Note of 9th April 1999 US$ 164,592 $1,581,000 Loan Note of 9th April 1999 US$ 109,890 (equivalent to 16,300,000 SEK Loan Note of 6th May 1999 SEK 987,825 $387,835 246,919 Pounds Sterling) TOTAL AMOUNTS PAYABLE TO INFINICOM AB, (equivalent to BY 24STORE.COM LTD 15TH MARCH 2000 $6,338,941 4,035,743 Pounds Sterling) ========== ===============
EX-10.2 3 0003.txt SUBSCRIPTION AGREEMENT (INFINICOM AB) DATED 31 MARCH 2000 (1) SCOOP, INC. - and - (2) INFINICOM AB SUBSCRIPTION AGREEMENT White & Case 7-11 Moorgate London EC2R 6HH Tel: 020 7726 6361 Fax: 020 7726 4314 Ref: GJH SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of this 31st day of March, 2000 by and between SCOOP, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and INFINICOM AB (publ), a holding company formed under the laws of the Kingdom of Sweden ("Subscriber"). RECITALS: WHEREAS, the Company and the Subscriber are parties to that certain Deed of Subscription, Amendment and Release dated 31 March 2000 (the "Deed") by and among Michael John Neame, Martin Clarke, 24STORE.com Limited, the Company and the Subscriber; WHEREAS, in accordance with the Deed, the Company desires to sell to Subscriber and Subscriber desires to purchase from the Company an aggregate of 8,784,349 shares of common stock, par value $0.001, of the Company (the "Subscribed Stock") pursuant to the terms of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained here, and for valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged and confessed, the parties to this Agreement (hereinafter collectively "parties" and individually "party") agree as follows: AGREEMENT: 1. OFFER AND SUBSCRIPTION. (a) Offer. This Agreement constitutes an irrevocable offer by the Company to sell the Subscribed Stock to Subscriber upon the terms set forth in this Agreement. (b) Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes and offers to purchase the Subscribed Stock for a total consideration consisting of (i) cash in the amount of US$1,870,426 (the "Cash Consideration") and (ii) the full release of the Debt Obligations (as defined in the Deed). 2. CLOSING. (a) Closing Date. The closing for the purchase of the Subscribed Stock in accordance with the terms and conditions of this Agreement (the "Closing") shall take place on such date as the parties shall mutually agree. (b) Payment and Delivery. At the Closing, the Company shall issue and deliver or cause to be delivered to Subscriber a certificate representing the Subscribed Stock, registered in the name of Subscriber, against payment therefor by (i) delivery to the Company of a bank check or wire transfer or other acceptable transfer method in the amount of the Cash Consideration and (ii) release of the Debt Obligations in accordance with the Deed. 3. REPRESENTATIONS AND WARRANTIES. Subscriber hereby represents, warrants and covenants to the Company, as follows: (a) Residence. Subscriber's permanent legal executive offices and principal place of business is in the Kingdom of Sweden at both the time of the "offer" and the "sale" of the Subscribed Stock to Subscriber. (b) Opportunity to Ask Questions and to Review Documents, Books and Records. During the course of the transaction contemplated by this Agreement, and before purchasing the Subscribed Stock, Subscriber has had the opportunity, to the extent Subscriber has determined to be necessary, to (i) be provided with financial and other written information about the Company, (ii) to ask questions and receive answers concerning the terms and conditions of this Agreement, an investment in the Subscribed Stock, and the business of the Company and its finances, (iii) to review all documents, books and records of the Company, and (iv) that Subscriber has, to the extent it has availed itself of this opportunity, received satisfactory information and answers. (c) Accredited Investor. Subscriber is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act because Subscriber is a corporation, partnership (general or limited), limited liability company/partnership, or (Massachusetts) business trust which was not formed for the specific purpose of acquiring the Subscribed Stock and Subscriber has total assets in excess of $5,000,000. (d) Knowledge and Experience. Subscriber represents that, by reason of Subscriber's knowledge and experience in business or financial matters, that Subscriber is capable of evaluating the merits and risks of an investment in the Company. (e) Sophistication. Subscriber represents that by reason of Subscriber's business or financial experience, Subscriber can be reasonably assumed to have the capacity to protect Subscriber's own interest in connection with the transaction contemplated by this Agreement. (f) Independent Review of Investment Merits. During the course of the transaction contemplated by this Agreement, and before purchasing the Subscribed Stock, Subscriber has had the opportunity to obtain an independent review of the investment merits of a proposed subscription in the Subscribed Stock including, without limitation, the terms and conditions of this Agreement, by investments professionals including, without limitation, investment, tax, accounting and legal advisors, and that Subscriber has, to the extent it has availed himself of this opportunity, received satisfactory information and answers from such advisors. (g) Investment Risks. Subscriber has been informed and understands and agrees as follows: (i) an investment in the Subscribed Stock is a speculative investment with a high degree of risk of loss and Subscriber must, therefore, be able to presently afford a complete loss of this investment; (ii) Subscriber must be able to hold the Subscribed Stock indefinitely due to, among other factors, substantial restrictions on the transferability of the Subscribed Stock and there being no public market for resale of the Subscribed Stock; (iii) it may not be possible to liquidate the Subscribed Stock in the case of emergency and/or other need and Subscriber must, therefore, have adequate means of providing for Subscriber's current and future needs and personal contingencies and have no need for liquidity in this investment; and (iv) Subscriber has evaluated Subscriber's financial resources and investment and investment position in view of the foregoing, and is able to bear the economic risk of this investment. (h) No Advertising. To the best of Subscriber's knowledge and belief the offer and sale of the Subscribed Stock was not accomplished by the publication of any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; nor was the offer and sale of the Subscribed Stock accomplished through any similar or meeting to which Subscriber was invited by any such publication or advertisement. (i) Securities Purchased for Subscriber's Own Account. The Subscribed Stock is being purchased by Subscriber as principal and not by any other person, with Subscriber's own funds and not with the funds of any other person, and for the account of Subscriber and not as a nominee or agent and not for the account of any other person. Subscriber is purchasing the Subscribed Stock for investment for an indefinite period and not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. No person other than Subscriber will have any interest, beneficial or otherwise, in the Subscribed Stock, and Subscriber is not obligated to transfer the Subscribed Stock to any other person nor does Subscriber have any agreement or understanding to do so. Subscriber understands that the Company is relying in material part upon Subscriber's representations as set forth herein for purposes of claiming the Applicable Securities Exemptions and that the basis for such exemptions may not be presented if, notwithstanding Subscriber's representations, Subscriber intends merely to acquire the Subscribed Stock for resale on the occurrence or nonoccurrence of some predetermined event. Subscriber has no such intention. (j) Authority of Signatories. The persons who have executed this Agreement on behalf of Subscriber have the full power and authority to execute this Agreement on behalf of Subscriber and to make the representations and warranties made herein on Subscriber's behalf and this investment has been affirmatively authorized by the governing board or principals of Subscriber and is not prohibited by the governing documents of Subscriber or by law. (k) Material Changes in Representations. Subscriber will notify the Company immediately of any material change(s) in any statement made herein occurring prior to the closing of the purchase by it of the Subscribed Stock. 4. MISCELLANEOUS. (a) Survival of Representations. All representations and warranties made by any party in connection with any transaction contemplated by this Agreement shall, irrespective of any investigation made by or on behalf of any party hereto, survive the execution and delivery of this Agreement, the performance or consummation of any transaction described in this Agreement, and the termination of this Agreement for a period of six months from the date of this Agreement. (b) Governing Law. THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, EQUITABLE REMEDIES) SHALL BE SOLELY GOVERNED BY, INTERPRETED UNDER, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS (WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF CALIFORNIA, AS IF THIS AGREEMENT WERE MADE, AND AS IF ITS OBLIGATIONS ARE TO BE PERFORMED, WHOLLY WITHIN THE STATE OF CALIFORNIA. (c) Assignment and Delegation; Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as specifically provided in this Agreement, neither the Company nor Subscriber may sell, license, transfer or assign (by operation of law or otherwise) any such party's rights or Interest in this Agreement or delegate such party's duties or obligations under this Agreement, in whole or in part, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion. Any purported assignment or transfer in violation of the terms of this clause (i) shall be null and void ab initio and of no force and effect, and shall vest no rights or interest in the purported assignee. (ii) Successors and Assigns. Subject to the foregoing, all of the representations, warranties, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each party and such party's respective successors and permitted assigns (including, without limitation, spouses, heirs, executors, administrators, and personal and legal representatives. (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto. Any signature of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional pages. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in their respective corporate names by their respective officers, each of whom is duly and validly authorized and empowered, all as of the day and year first above written. INFINICOM AB (publ) By: /s/ Larsake Sandin ------------------- Title: Director SCOOP, INC. By: /s/ Larsake Sandin ------------------- Title: Director EX-10.3 4 0004.txt SUBSCRIPTION AGREEMENT (MICHAEL JOH NEAME) DATED 31 MARCH 2000 (1) SCOOP, INC. - and - (2) MICHAEL JOHN NEAME SUBSCRIPTION AGREEMENT White & Case 7-11 Moorgate London EC2R 6HH Tel: 020 7726 6361 Fax: 020 7726 4314 Ref: GJH SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of this 31st day of March, 2000 by and between SCOOP, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and MICHAEL JOHN NEAME, an individual residing at 44 Pyotts Copse, Old Basing, Basingstoke, Hants RG24 8WE, England ("Subscriber"). RECITALS: WHEREAS, the Company and the Subscriber are parties to that certain Deed of Subscription, Amendment and Release dated 31 March 2000 (the "Deed") by and among Martin Clarke, 24STORE.com Limited, InfiniCom AB, the Company and the Subscriber; WHEREAS, in accordance with the Deed, the Company desires to sell to Subscriber and Subscriber desires to purchase from the Company 4,953,455 shares of common stock, par value $0.001, of the Company (the "Subscribed Stock") pursuant to the terms of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained here, and for valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged and confessed, the parties to this Agreement (hereinafter collectively "parties" and individually "party") agree as follows: AGREEMENT: 1. OFFER AND SUBSCRIPTION. (a) Offer. This Agreement constitutes an irrevocable offer by the Company to sell the Subscribed Stock to Subscriber upon the terms set forth in this Agreement. (b) Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes and offers to purchase the Subscribed Stock for a consideration consisting of the full release of the 1999 Loan Note Instrument and the 1999 Legal Charge (each as defined in the Deed). 2. CLOSING. (a) Closing Date. The closing for the purchase of the Subscribed Stock in accordance with the terms and conditions of this Agreement (the "Closing") shall take place on such date as the parties shall mutually agree. (b) Payment and Delivery. At the Closing, the Company shall issue and deliver or cause to be delivered to Subscriber a certificate representing the Subscribed Stock, registered in the name of Subscriber, against payment therefor by release of the 1999 Loan Note Instrument and the 1999 Legal Charge in accordance with the Deed. 3. REPRESENTATIONS AND WARRANTIES. Subscriber hereby represents, warrants and covenants to the Company, as follows: (a) Residence. Subscriber's permanent residence is at the address set forth in the introductory paragraph hereto at both the time of the "offer" and the "sale" of the Subscribed Stock to Subscriber. (b) Opportunity to Ask Questions and to Review Documents, Books and Records. During the course of the transaction contemplated by this Agreement, and before purchasing the Subscribed Stock, Subscriber has had the opportunity, to the extent Subscriber has determined to be necessary, to (i) be provided with financial and other written information about the Company, (ii) to ask questions and receive answers concerning the terms and conditions of this Agreement, an investment in the Subscribed Stock, and the business of the Company and its finances, (iii) to review all documents, books and records of the Company, and (iv) that Subscriber has, to the extent he has availed itself of this opportunity, received satisfactory information and answers. (c) Knowledge and Experience. Subscriber represents that, by reason of Subscriber's knowledge and experience in business or financial matters, that Subscriber is capable of evaluating the merits and risks of an investment in the Company. (d) Sophistication. Subscriber represents that by reason of Subscriber's business or financial experience, Subscriber can be reasonably assumed to have the capacity to protect Subscriber's own interest in connection with the transaction contemplated by this Agreement. (e) Independent Review of Investment Merits. During the course of the transaction contemplated by this Agreement, and before purchasing the Subscribed Stock, Subscriber has had the opportunity to obtain an independent review of the investment merits of a proposed subscription in the Subscribed Stock including, without limitation, the terms and conditions of this Agreement, by investments professionals including, without limitation, investment, tax, accounting and legal advisors, and that Subscriber has, to the extent he has availed himself of this opportunity, received satisfactory information and answers from such advisors. (f) Investment Risks. Subscriber has been informed and understands and agrees as follows: (i) an investment in the Subscribed Stock is a speculative investment with a high degree of risk of loss and Subscriber must, therefore, be able to presently afford a complete loss of this investment; (ii) Subscriber must be able to hold the Subscribed Stock indefinitely due to, among other factors, substantial restrictions on the transferability of the Subscribed Stock and there being no public market for resale of the Subscribed Stock; (iii) it may not be possible to liquidate the Subscribed Stock in the case of emergency and/or other need and Subscriber must, therefore, have adequate means of providing for Subscriber's current and future needs and personal contingencies and have no need for liquidity in this investment; and (iv) Subscriber has evaluated Subscriber's financial resources and investment and investment position in view of the foregoing, and is able to bear the economic risk of this investment. (g) No Advertising. To the best of Subscriber's knowledge and belief the offer and sale of the Subscribed Stock was not accomplished by the publication of any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; nor was the offer and sale of the Subscribed Stock accomplished through any similar or meeting to which Subscriber was invited by any such publication or advertisement. (h) Securities Purchased for Subscriber's Own Account. The Subscribed Stock is being purchased by Subscriber as principal and not by any other person, with Subscriber's own funds and not with the funds of any other person, and for the account of Subscriber and not as a nominee or agent and not for the account of any other person. Subscriber is purchasing the Subscribed Stock for investment for an indefinite period and not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. No person other than Subscriber will have any interest, beneficial or otherwise, in the Subscribed Stock, and Subscriber is not obligated to transfer the Subscribed Stock to any other person nor does Subscriber have any agreement or understanding to do so. Subscriber understands that the Company is relying in material part upon Subscriber's representations as set forth herein for purposes of claiming the Applicable Securities Exemptions and that the basis for such exemptions may not be presented if, notwithstanding Subscriber's representations, Subscriber intends merely to acquire the Subscribed Stock for resale on the occurrence or nonoccurrence of some predetermined event. Subscriber has no such intention. (i) Material Changes in Representations. Subscriber will notify the Company immediately of any material change(s) in any statement made herein occurring prior to the closing of the purchase by him of the Subscribed Stock. 4. MISCELLANEOUS. (a) Survival of Representations. All representations and warranties made by any party in connection with any transaction contemplated by this Agreement shall, irrespective of any investigation made by or on behalf of any party hereto, survive the execution and delivery of this Agreement, the performance or consummation of any transaction described in this Agreement, and the termination of this Agreement for a period of six months from the date of this Agreement. (b) Governing Law. THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, EQUITABLE REMEDIES) SHALL BE SOLELY GOVERNED BY, INTERPRETED UNDER, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS (WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF CALIFORNIA, AS IF THIS AGREEMENT WERE MADE, AND AS IF ITS OBLIGATIONS ARE TO BE PERFORMED, WHOLLY WITHIN THE STATE OF CALIFORNIA. (c) Assignment and Delegation; Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as specifically provided in this Agreement, neither the Company nor Subscriber may sell, license, transfer or assign (by operation of law or otherwise) any such party's rights or Interest in this Agreement or delegate such party's duties or obligations under this Agreement, in whole or in part, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion. Any purported assignment or transfer in violation of the terms of this clause (i) shall be null and void ab initio and of no force and effect, and shall vest no rights or interest in the purported assignee. (ii) Successors and Assigns. Subject to the foregoing, all of the representations, warranties, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each party and such party's respective successors and permitted assigns (including, without limitation, spouses, heirs, executors, administrators, and personal and legal representatives. (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto. Any signature of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional pages. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. /s/ Michael John Neame SCOOP, INC. By: /s/ Larsake Sandin ------------------- Title: Director EX-10.4 5 0005.txt SUBSCRIPTION AGREEMENT (MARTIN CLARKE) DATED 31 MARCH 2000 (1) SCOOP, INC. - and - (2) MARTIN CLARKE SUBSCRIPTION AGREEMENT White & Case 7-11 Moorgate London EC2R 6HH Tel: 020 7726 6361 Fax: 020 7726 4314 Ref: GJH SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of this 31st day of March, 2000 by and between SCOOP, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and MARTIN CLARKE, an individual residing at Kingston, Reading Road North, Fleet, Hants GU13 8HR, England ("Subscriber"). RECITALS: WHEREAS, the Company and the Subscriber are parties to that certain Deed of Subscription, Amendment and Release dated 31 March 2000 (the "Deed") by and among Michael John Neame, 24STORE.com Limited, InfiniCom AB, the Company and the Subscriber; WHEREAS, in accordance with the Deed, the Company desires to sell to Subscriber and Subscriber desires to purchase from the Company 4,953,455 shares of common stock, par value $0.001, of the Company (the "Subscribed Stock") pursuant to the terms of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained here, and for valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged and confessed, the parties to this Agreement (hereinafter collectively "parties" and individually "party") agree as follows: AGREEMENT: 1. OFFER AND SUBSCRIPTION. (a) Offer. This Agreement constitutes an irrevocable offer by the Company to sell the Subscribed Stock to Subscriber upon the terms set forth in this Agreement. (b) Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes and offers to purchase the Subscribed Stock for a consideration consisting of the full release of the 1999 Loan Note Instrument and the 1999 Legal Charge (each as defined in the Deed). 2. CLOSING. (a) Closing Date. The closing for the purchase of the Subscribed Stock in accordance with the terms and conditions of this Agreement (the "Closing") shall take place on such date as the parties shall mutually agree. (b) Payment and Delivery. At the Closing, the Company shall issue and deliver or cause to be delivered to Subscriber a certificate representing the Subscribed Stock, registered in the name of Subscriber, against payment therefor by release of the 1999 Loan Note Instrument and the 1999 Legal Charge in accordance with the Deed. 3. REPRESENTATIONS AND WARRANTIES. Subscriber hereby represents, warrants and covenants to the Company, as follows: (a) Residence. Subscriber's permanent residence is at the address set forth in the introductory paragraph hereto at both the time of the "offer" and the "sale" of the Subscribed Stock to Subscriber. (b) Opportunity to Ask Questions and to Review Documents, Books and Records. During the course of the transaction contemplated by this Agreement, and before purchasing the Subscribed Stock, Subscriber has had the opportunity, to the extent Subscriber has determined to be necessary, to (i) be provided with financial and other written information about the Company, (ii) to ask questions and receive answers concerning the terms and conditions of this Agreement, an investment in the Subscribed Stock, and the business of the Company and its finances, (iii) to review all documents, books and records of the Company, and (iv) that Subscriber has, to the extent he has availed itself of this opportunity, received satisfactory information and answers. (c) Knowledge and Experience. Subscriber represents that, by reason of Subscriber's knowledge and experience in business or financial matters, that Subscriber is capable of evaluating the merits and risks of an investment in the Company. (d) Sophistication. Subscriber represents that by reason of Subscriber's business or financial experience, Subscriber can be reasonably assumed to have the capacity to protect Subscriber's own interest in connection with the transaction contemplated by this Agreement. (e) Independent Review of Investment Merits. During the course of the transaction contemplated by this Agreement, and before purchasing the Subscribed Stock, Subscriber has had the opportunity to obtain an independent review of the investment merits of a proposed subscription in the Subscribed Stock including, without limitation, the terms and conditions of this Agreement, by investments professionals including, without limitation, investment, tax, accounting and legal advisors, and that Subscriber has, to the extent he has availed himself of this opportunity, received satisfactory information and answers from such advisors. (f) Investment Risks. Subscriber has been informed and understands and agrees as follows: (i) an investment in the Subscribed Stock is a speculative investment with a high degree of risk of loss and Subscriber must, therefore, be able to presently afford a complete loss of this investment; (ii) Subscriber must be able to hold the Subscribed Stock indefinitely due to, among other factors, substantial restrictions on the transferability of the Subscribed Stock and there being no public market for resale of the Subscribed Stock; (iii) it may not be possible to liquidate the Subscribed Stock in the case of emergency and/or other need and Subscriber must, therefore, have adequate means of providing for Subscriber's current and future needs and personal contingencies and have no need for liquidity in this investment; and (iv) Subscriber has evaluated Subscriber's financial resources and investment and investment position in view of the foregoing, and is able to bear the economic risk of this investment. (g) No Advertising. To the best of Subscriber's knowledge and belief the offer and sale of the Subscribed Stock was not accomplished by the publication of any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; nor was the offer and sale of the Subscribed Stock accomplished through any similar or meeting to which Subscriber was invited by any such publication or advertisement. (h) Securities Purchased for Subscriber's Own Account. The Subscribed Stock is being purchased by Subscriber as principal and not by any other person, with Subscriber's own funds and not with the funds of any other person, and for the account of Subscriber and not as a nominee or agent and not for the account of any other person. Subscriber is purchasing the Subscribed Stock for investment for an indefinite period and not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. No person other than Subscriber will have any interest, beneficial or otherwise, in the Subscribed Stock, and Subscriber is not obligated to transfer the Subscribed Stock to any other person nor does Subscriber have any agreement or understanding to do so. Subscriber understands that the Company is relying in material part upon Subscriber's representations as set forth herein for purposes of claiming the Applicable Securities Exemptions and that the basis for such exemptions may not be presented if, notwithstanding Subscriber's representations, Subscriber intends merely to acquire the Subscribed Stock for resale on the occurrence or nonoccurrence of some predetermined event. Subscriber has no such intention. (i) Material Changes in Representations. Subscriber will notify the Company immediately of any material change(s) in any statement made herein occurring prior to the closing of the purchase by him of the Subscribed Stock. 4. MISCELLANEOUS. (a) Survival of Representations. All representations and warranties made by any party in connection with any transaction contemplated by this Agreement shall, irrespective of any investigation made by or on behalf of any party hereto, survive the execution and delivery of this Agreement, the performance or consummation of any transaction described in this Agreement, and the termination of this Agreement for a period of six months from the date of this Agreement. (b) Governing Law. THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, EQUITABLE REMEDIES) SHALL BE SOLELY GOVERNED BY, INTERPRETED UNDER, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS (WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF CALIFORNIA, AS IF THIS AGREEMENT WERE MADE, AND AS IF ITS OBLIGATIONS ARE TO BE PERFORMED, WHOLLY WITHIN THE STATE OF CALIFORNIA. (c) Assignment and Delegation; Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as specifically provided in this Agreement, neither the Company nor Subscriber may sell, license, transfer or assign (by operation of law or otherwise) any such party's rights or Interest in this Agreement or delegate such party's duties or obligations under this Agreement, in whole or in part, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion. Any purported assignment or transfer in violation of the terms of this clause (i) shall be null and void ab initio and of no force and effect, and shall vest no rights or interest in the purported assignee. (ii) Successors and Assigns. Subject to the foregoing, all of the representations, warranties, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each party and such party's respective successors and permitted assigns (including, without limitation, spouses, heirs, executors, administrators, and personal and legal representatives. (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto. Any signature of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional pages. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. /s/ Martin Clarke - ---------------------- SCOOP, INC. By: /s/ Larsake Sandin ---------------------- Title: Director -----END PRIVACY-ENHANCED MESSAGE-----