-----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, LFp+YJo2CHKu7nghT1xmioNNAZ0b2PT706fBdcQdwXZtEmr5DuQW9sOSIitNBFKn 6pSsEMLOySuabHkafp0I1g== 0000868075-03-000002.txt : 20030114 0000868075-03-000002.hdr.sgml : 20030114 20030113143116 ACCESSION NUMBER: 0000868075-03-000002 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSICA GROUP INC CENTRAL INDEX KEY: 0000868075 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 133413467 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19721 FILM NUMBER: 03512074 BUSINESS ADDRESS: STREET 1: 1835 SWARTHMORE AVENUE CITY: LAKEWOOD STATE: NJ ZIP: 08701 BUSINESS PHONE: 7323633800 MAIL ADDRESS: STREET 1: 1835 SWARTHMORE AVE CITY: LAKEWOOD STATE: NJ ZIP: 08701 FORMER COMPANY: FORMER CONFORMED NAME: EMPIRE SPECIALTY FOODS INC /NY/ DATE OF NAME CHANGE: 19600201 8-K/A 1 cci8k.txt AMENDED FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8 - K-A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 13, 2002 The Classica Group, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 0-19721 13-3413467 (STATE OR JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 1835 SWARTHMORE AVE, LAKEWOOD, NEW JERSEY 08701 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (732) 363-3800 Item 2. ACQUISITION OR DISPOSITION OF ASSETS a. On December 31, 2002 ("the closing date"), The Classica Group, Inc.'s wholly owned subsidiary Cucina Classica Italiana, Inc. ("CCI") divested its Galbani(R) brand cheese and meat products importing and distribution business segment to Atalanta Corporation, a New York Corporation with offices at Atalanta Plaza, Elizabeth, New Jersey 07206 ("Atalanta"). CCI previously sold its domestic grated, shredded and dry cheese processing and distribution business segment to Tipico Products Company, Inc. ("Tipico"), an affiliate of Atalanta. The nature and amount of the consideration received was: Cash $ 980,394.88 Assumption by Atalanta of a portion of the Trade Account Payable due to S.p.A. Egidio Galbani from CCI 300,000.00 -------------- Total Consideration $ 1,280,394.88 ============== The amount of the consideration was determined through arms length negotiations between the parties. There was no material relationship between Atalanta, Tipico, and The Classica Group, Inc. or any of its affiliates, any director or officer of The Classica Group, Inc., or any associate of any such director or officer. In this amended Form 8-KA the pro forma financial information provided in Item 7(b) includes the consideration received in the transactions, which was not previously presented. Item 5. OTHER EVENTS On December 13, 2002, the Company completed a private placement of shares of its common stock at market from which the Company received gross proceeds of $1,030,000. The common stock issued in the transaction are subject to a registration rights agreement which, among other provisions, requires that the Company file to register the shares with the Securities and Exchange Commission within 30 days. (An extension of 7 days to January 20, 2003 has been obtained by the Company.) The Company intends to use the proceeds to fund the growth of its microwave technology segment. The pro forma financial information provided in Item 7(b) includes the effect of this private placement. Item 7. FINANCIAL STATEMENTS AND EXHIBITS b. Pro Forma Financial Information. THE CLASSICA GROUP, INC. AND SUBSIDIARIES Pro Forma Consolidated Balance Sheet (Unaudited) September 30, 2002 ASSETS ------------ Current Assets: Cash and cash equivalents $ 1,727,681 Accounts receivable 313,440 Inventories 413,627 Prepaid expenses and other current assets 114,117 ------------- Total current assets 2,568,865 Property and equipment, net 447,731 Intangible assets, net 1,471,761 Other assets 49,933 ------------- TOTAL ASSETS $ 4,538,290 ============= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Current Liabilities: Accounts payable $ 642,137 Accrued expenses 14,107 ------------- Total current liabilities 656,244 ------------- STOCKHOLDERS' EQUITY Preferred stock Class A participating convertible preferred shares, $1 par value, stated at liquidation value, authorized 200 shares of which 16.5 shares are issued and outstanding. 397,898 Common stock Par value $.001 - 25,000,000 shares authorized, 4,846,594 issued and outstanding 4,846 Additional paid-in-capital 5,648,132 Accumulated deficit (2,168,830) ------------- Total Stockholders' Equity 3,882,046 ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,538,290 ============= THE CLASSICA GROUP, INC. AND SUBSIDIARIES Pro Forma Consolidating Statement of Operations For the Nine Month Period Ended September 30, 2002 (Unaudited) (See footnote below) Consolidated Cucina Classica The September 30, Classica Microwave Classica 2002 Italiana Technologies Group --------------------------------------------------------------- Net revenue $ 42,487 $ - $ 30,114 $ 12,373 Cost of sales - - - --------------------------------------------------------------- Gross profit 42,487 - 30,114 12,373 Selling, general and administrative expenses 978,169 - 444,834 533,335 --------------------------------------------------------------- Income (loss) from continuing operations (935,682) - $ (414,720) $(520,962) ================================================= Income from operations of CCI 90,829 Income from disposal of CCI assets 527,076 -------------- Net loss $(317,777) ============== THE CLASSICA GROUP, INC. AND SUBSIDIARIES Pro Forma Consolidating Statement of Operations For the Year Ended December 31, 2001 (Unaudited) (See footnote below) Consolidated Cucina Classica The September 30, Classica Microwave Classica 2002 Italiana Technologies Group --------------------------------------------------------------- Net revenue $ 38,382 $ - $ 443 $ 37,939 Cost of sales - - - - --------------------------------------------------------------- Gross profit 38,382 - 443 37,939 Selling, general and administrative expenses 632,284 - 118,693 513,591 --------------------------------------------------------------- Income (loss) continuing operations (593,902) $ - $ (118,250) $ (475,652) ================================================= Discontinued Operations Income from operation of CCI 281,386 Loss from operation of Deli King (179,074) Income from disposal of CCI assets 527,076 Loss from disposal of Deli King business (728,494) -------------- Net loss $ (693,008) ============== c. Exhibits Exhibit 10.1 Agreement with Atalanta for the sale of the import cheese business. Exhibit 10.2 Agreement with Tipico for the sale of the domestic cheese business. 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 the undersigned thereunto duly authorized THE CLASSICA GROUP, INC. -------------------- (Registrant) Date: JANUARY 13, 2003 By:/s/ Scott G. Halperin --------------------- Scott G. Halperin Chairman and Chief Executive Officer JANUARY 13, 2003 By:/s/ Bernard F. Lillis, Jr. --------------------------- Bernard F. Lillis, Jr. Chief Financial Officer and Chief Administrative Officer EX-10 3 exgal.txt EXHIBIT 10.1 - AGREEMENT - SALE IMPORT BUSINESS ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT dated as of December 30, 2002 is by and among Cucina Classica Italiana, Inc., a New Jersey corporation, with offices at 1835 Swarthmore Avenue, Lakewood, New Jersey 08701 ("Seller"), The Classica Group, Inc., a New York corporation, with offices at 185 Swarthmore Avenue, Lakewood, New Jersey 08701 ("CGI") and Atalanta Corporation, a New York corporation, with offices at Atalanta Plaza, Elizabeth, New Jersey 07206 ("Buyer"). WHEREAS, Seller desires to sell and Buyer desires to buy Seller's import business including, without limitation, its Galbani(R) Products line (the "Business Segment") and certain assets as hereinafter described (the "Business Assets") for the price and on the terms and conditions set forth below: NOW, THEREFORE, in consideration of the mutual agreements recited herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree: 1. At the Closing Seller will sell, assign and transfer to Buyer the following described Business Segment: a) The right to Seller's customer list (as set forth on Exhibit 1(a)) and the goodwill of the Business Segment. Seller shall use its best efforts to transfer the business of these accounts to the Buyer, but Seller does not represent that Buyer will be able to keep that business with such accounts through the expiration date of the current Galbani (as that term is hereafter defined) agreement. b) The Business Segment does not include any accounts receivable or prepaid expenses (except as specifically stated and provided for in P. 2 (d) of in this agreement as pertains to certain package designs for club store business, and set forth on Exhibit 2(d)). Buyer does not accept or assume any of Seller's liabilities whatsoever, except as specifically stated and limited with respect to S.p.A. Egidio Galbani ("Galbani"), as hereinafter described in P. 3 (a). c) Buyer shall not be responsible whatsoever for any employees of Seller or any obligations to such employees. Seller shall continue to be responsible for all of Seller's employees and their benefits. 2. At the Closing Seller will sell, assign and transfer to Buyer the following Business Assets: a) All of its right, title and interest in and to a License and Distribution Agreement between Galbani and Seller dated October 25, 2000, a copy of which is attached hereto as Exhibit 2(a)(i), subject to the modifications set forth in Memorandum of Meeting - December 5, 2002 signed and agreed to by George G. Gellert for Buyer, Marco Pellegrino for Galbani, and Bernard F. Lillis, Jr. for Seller (the "Memorandum of Meeting") , a copy of which Memorandum of Meeting is attached hereto as Exhibit 2(a)(ii). b) The right to use the phrase "Distributed by Cucina Classica Italiana, Inc., Lakewood, New Jersey" on packaging until such time as the current packaging inventories are exhausted. c) The saleable and useable inventory on hand, if any, as determined after a physical inventory to be conducted and priced by representatives of the Seller and Buyer on the date of Closing, as set forth on Exhibit 2(c) (the "Inventory") . d) The package design, packaging materials, supplies and any remaining items on hand as determined after a physical inventory to be conducted and priced by representatives of the Seller and Buyer on the date of Closing, as set forth on Exhibit 2(d) (the "Packaging Supplies"). e) Seller's portfolio of Dairy Product Import Licenses issued by the United States Department of Agriculture Foreign Agricultural Service Division ("USDA"), as specifically set forth on Exhibit 2(e). 3. The purchase price and consideration to be paid to Seller by Buyer at the Closing for the Business Segment, Business Assets, and other items described herein shall be as follows: a) Eight Hundred and Fifty Thousand Dollars ($850,000.00) for the Business Segment to be paid Three Hundred Thirty-six Thousand, Six Hundred Eighty-six and 39/100 Dollars ($336,686.39) in cash, bank or cashier's check, or federal funds wire transfer at the closing of the transactions contemplated herein (the "Closing"), the assumption by Buyer of Three Hundred Thousand Dollars ($300,000.00) of the amount owed to Galbani by Seller under terms and conditions acceptable to Galbani as contained in the Memorandum of Meeting, attached hereto as Exhibit 2 (a) (ii), and Two Hundred Five Thousand, Five Hundred Fifty-Six and 07/100 Euros ((euro)205,556.07) paid directly to Galbani on account of Seller's indebtedness to Galbani in accordance with Galbani's letter of December 20, 2002 (which has been countersigned by the parties hereto), a copy of which is annexed as Exhibit 3(a), by payment of the sum of Two Hundred Thirteen Thousand Three Hundred Thirteen and 61/100 Dollars ($213,313.61) to InterCredit, Inc. (for the purchase of the Euros) by federal funds wire transfer at the Closing. b) Zero and xx/100 Dollars ($-0-) for the Inventory set forth on Exhibit 2(c); and c) Thirty Thousand Eight Hundred Four and 00/100 Dollars ($30,804.00) for the Packaging Supplies as set forth on Exhibit 2(d). 4. The Closing of this transaction shall take place at Seller's offices at a mutually agreeable date and time within five (5) business days after: a) Receipt of the written approval of the USDA to the transfer of the Dairy Product Import Licenses, as set forth on Exhibit 2(e); and b) The written consent of Galbani to the assignment by Seller to Buyer of the License and Distribution Agreement, as modified in accordance with Exhibit 2(a) (ii). 5. Seller hereby represents and warrants to Buyer as follows: a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and has the corporate power to own, operate and lease its properties and to carry on its business as now being conducted. b) This Agreement and the transactions contemplated hereby, including without limitation, the form of Bill of Sale annexed as Exhibit 5(b) have been duly and validly authorized by all necessary corporate action, including approval by the board of directors of CGI, and approval by the board of directors and the shareholder of Seller, and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. c) The execution, delivery and performance of this Agreement and the transactions contemplated hereby will not (i) violate any provision of law to which Seller is subject; (ii) violate any judgment, order, or decree of any court applicable to Seller; or (iii) to Seller's knowledge, breach any term of, modify, constitute a default under, or create any lien, security interest or encumbrance upon the Business Segment, or the Business Assets pursuant to Seller's Certificate of Incorporation, Bylaws or any material agreement to which Seller is a party. d) Seller has good and marketable title to all the Business Segment and Business Assets, free and clear of all mortgages, claims, pledges, liens, encumbrances and charges of any kind. 6. Buyer hereby represents and warrants to Seller as follows: a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has the corporate power to own, operate and lease its properties and to carry on its business as now being conducted. b) This Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Buyer, including the approval of Buyer's board of directors, and constitute the legal, valid and binding obligation of Buyer enforceable in accordance with its terms. c) The execution, delivery and performance of this Agreement and the transactions contemplated hereby will not (i) violate any provision of law to which Buyer is subject; (ii) violate any judgment, order, or decree of any court applicable to Buyer; or (iii) to Buyer's knowledge, breach with any term of, modify, constitute a default under Buyer's Certificate of Incorporation, Bylaws or any material agreement to which Buyer is a party. 7. The parties waive compliance with the provisions of any applicable state version of the Uniform Commercial Code relating to bulk transfers in connection with the transactions contemplated by this Agreement provided, however, Seller and CGI, jointly and severally, agree to indemnify and hold Buyer harmless from and against any liability for any amount owing to Seller's creditors with respect to the Business Assets or Business Segment being transferred to Buyer pursuant to this Agreement, which liability arose prior to the Closing. Buyer agrees to indemnify and hold Seller and CGI harmless from and against any liability for any amount owing with respect to the Business Assets or Business Segment transferred by Seller pursuant to this Agreement, which liability arises subsequent to the Closing. The parties hereby indemnify and hold each other harmless from any loss, claim or damage resulting from any misrepresentations, breach of warranty or nonfulfillment of any agreement on the part of the other party. 8. Each party represents and warrants to the other that there are no finder fees, commissions, broker's fees or like payment due in connection with the transactions contemplated in this Agreement. 9. The following miscellaneous provisions shall apply to this Agreement: a) All notices or other communications to a Party shall be in writing and deemed delivered when received, sent by telefax, mailed by registered or certified mail (RRR) or sent by overnight courier to the addresses set forth above or such other addresses as is given by a party in the above manner. b) This Agreement may be modified or amended only in writing. The waiver by a party of a term of this Agreement shall not be construed as a further waiver of such term. c) All representations, warranties, covenants and indemnities made in or pursuant to this Agreement shall survive the closing. d) This Agreement contains the entire agreement between the parties with respect to the subject matter. This Agreement supersedes all prior negotiations, undertakings and agreements of the parties and their affiliates with respect to the subject matter. e) This Agreement shall be subject to and governed by the laws of New Jersey. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof not involving the claims of third parties, shall be settled by arbitration at the office of the American Arbitration Association in the City of Newark, State of New Jersey, in accordance with its rules and judgment upon any award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. f) Any term of this Agreement which is held to be invalid or unenforceable shall only be ineffective to the extent thereof without rendering the remaining terms of this Agreement invalid or unenforceable. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first written above. CUCINA CLASSICA ITALIANA, INC. By: /s/ Bernard F. Lillis, Jr. -------------------------------- Bernard F. Lillis, Jr. Chief Executive Officer THE CLASSICA GROUP, INC. By: /s/ Bernard F. Lillis, Jr. --------------------------------- Bernard F. Lillis, Jr. Chief Financial Officer ATALANTA CORPORATION By: /s/ George G. Gellert --------------------------------- George G. Gellert Chairman of the Board and Chief Executive Officer EX-10 4 extipi.txt EXHIBIT 10.2 - AGREEMENT - SALE DOMESTIC BUSINESS PURCHASE AGREEMENT dated as of October 18, 2002 between Cucina Classica Italiana, Inc., a New Jersey corporation, with offices at 1835 Swarthmore Avenue, Lakewood, New Jersey 08701 ("Seller") and Tipico Products Co., Inc., a Delaware corporation, with offices at 490 Oberlin Avenue South, Lakewood, New Jersey 08701 ("Buyer"). WHEREAS, Seller desires to sell and Buyer to buy the grated and shredded cheese segment of Seller's business (the "Business Segment") and certain assets and equipment (the "Business Assets") for the price and on the terms and conditions set forth below: NOW, THEREFORE, the parties agree: 1. Seller will sell, assign and transfer to Buyer the following described Business Segment: a) the right to Seller's customer list and Goodwill of the Business Segment, provided however, Seller retains the exclusive right to sell such customers all Galboni products and certain other cheese products, except grated and shredded cheese products. b) Seller's trademark and service mark rights unto the "Classica" brand name. Seller will execute a trademark assignment in the form annexed as Exhibit A. c) Seller's rights to existing private label sales agreements with Smart Final/Henry Lee and Interbus (including the Boars Head business controlled by Interbus) to the extent these accounts may permit such agreements to be transferred to Buyer. (A copy of the Smart Final Agreement is annexed as Exhibit B). Seller shall use its best endeavors to obtain such permission from these accounts. Seller does not represent that Buyer will be able to keep the business with such accounts through the expiration date of the current agreements or that these agreements will be renewed. d) The Business Segment does not include any accounts receivable, prepaid expenses or any liabilities whatsoever of Seller and Buyer does not accept or assume any such liabilities, except as specifically stated and limited with respect to the "Lease of Premises" as hereinafter described in paragraph 3. e) Buyer is not employing and shall not be responsible whatsoever for any employees of Seller or any obligations to such employees. Seller shall be responsible for all Seller's employees and their benefits. 2. Seller will sell, assign and transfer to Buyer the following Business Assets: a) All of the manufacturing equipment which is the property of Seller and contained in or around the premises as is more specifically described and listed on Exhibit C. The equipment shall not include office equipment, office furniture and fixtures, computer equipment, telephone equipment and any equipment in the Classica Microwave Technologies, Inc. laboratory or appurtenances thereto. It also does not include the property of Seller's affiliates, The Classica Group, Inc. and/or Deli King Inc. (described in Exhibit D) which Buyer agrees may remain up to four (4) months in the dry storage area of the Premises. b) The saleable and useable raw material inventory as set forth on Exhibit E. c) The packaging materials and supplies and other items set forth on Exhibit F. 3. Seller has or will assign and transfer to Buyer all its rights to the lease (the "Lease") between Sommers and Stamos, LLC (Landlord) and Seller (Tenant) to the premises at 1835 Swarthmore Avenue (the "Premises"). (A copy of the Lease is annexed as Exhibit G) and has or will obtain Landlord's consent to such assignment. In this regard, the parties will sign the "Consent to Assignment" attached as Exhibit H. a) Notwithstanding anything to the contrary in this Agreement or the Consent to Assignment, Seller assumes responsibility for and shall remain liable for any obligations in the Lease or relating to the use of the Premises prior to the date of the Assignment of the Lease. b) Buyer will permit Seller and its affiliates (the Classica Group, Inc. and Classica Microwave Technologies Inc.) to sublet and use the office areas, the microwave laboratory, certain cooler space and certain dry storage areas (as indicated on Exhibit I) for up to four (4) months conditioned upon the payment on a pro rata basis of an amount equal to one-third (1/3) of the monthly rental payable to Landlord. Seller and its affiliates will execute a Sublease in a form similar to the Lease (but containing only provisions reasonably applicable to the sublet Premises). c) The parties will make arrangements satisfactory to both parties with Roberts Electronics for separation of the alarm system for each parties' respective use. It will allow access to the "microwave rooms" from outside the building during times Seller or its affiliate Tipico Products Co., Inc. is not using the building and to the front entrance into the office areas used by Seller and its above affiliates at all times. d) Seller and Buyer shall make mutually satisfactory arrangements for the method of use of the cooler and dry storage areas and for the handling of Seller's Galbani(R) brands (other than non-grated and shredded products) including personnel requirements. 4. The Purchase Price and Consideration to be paid Seller for the Business Segment, Assets, equipment and other items described herein shall be as follows: a) Three Hundred Thousand Dollars ($300,000.00) for the manufacturing equipment referred to in Exhibit D. b) Fourteen thousand five hundred ninety and 88/100 Dollars ($14,590.88) for the saleable raw inventory referred to in Exhibit E. c) Twenty-Eight Thousand, Five Hundred Sixty-Five and 79/100 ($28,565.79) to reimburse Seller for the security deposit held under the Lease. d) Eighty-five thousand and 00/100 Dollars ($85,000.00) for the packaging material, the assignment of the Classica service mark, the Business Segment and any remaining items. 5. Seller hereby represents and warrants to Buyer as follows: a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and has the corporate power to own, operate and lease its properties and to carry on its business as now being conducted. b) This Agreement and the transactions contemplated hereby, including without limitation, the Bill of Sale annexed as Exhibit J have been duly and validly authorized by all necessary corporate action, including board approval, on the part of Seller and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. c) The execution, delivery and performance of this Agreement and the transactions contemplated hereby will not (i) violate any provision of law which Seller is subject; (ii) violate any judgment, order, or decree of any court applicable to Seller; or (iii) to Seller's knowledge, breach any term of, modify, constitute a default under, or create any lien, security interest or encumbrance upon the Business Segment, or the Business Assets pursuant to Seller's Certificate of Incorporation, Bylaws or any material agreement to which Seller is a party. d) Seller has good title to all the Business Segment and Business Assets, free and clear of all mortgages, claims, pledges, encumbrances and charges of any kind. e) Seller has not, to its knowledge, (i) caused any release of any hazardous substance on the Premises which requires remediation or clean-up pursuant to applicable law; (ii) disposed of any hazardous wastes in, at or under the Premises; or (iii) conducted or engaged in any operation or activity involving the use, storage or disposal of any hazardous substance except as authorized by permit or applicable law. There is no pending or, to Seller's knowledge, threatened lawsuit, action, claim or proceeding by any third party alleging or asserting it has violated or is about to violate any applicable environmental law or regulation. f) Annexed hereto as Exhibit K is an Affidavit of Bernard F. Lillis, Jr. providing to the best of his knowledge the names and addresses of Seller's outstanding creditors related to the grated and shredded segment of the business. Seller agrees that the proceeds of this transaction will first be applied toward the payment of these creditors. 6. Buyer hereby represents and warrants to Seller as follows: a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own, operate and lease its properties and to carry on its business as now being conducted. b) This Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, including board approval, on the part of Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms. c) The execution, delivery and performance of this Agreement and the transactions contemplated hereby will not (i) violate any provision of law which Buyer is subject; (ii) violate any judgment, order, or decree of any court applicable to Buyer; or (iii) to Buyer's knowledge, breach with any term of, modify, constitute a default under Buyer's Certificate of Incorporation, Bylaws or any material agreement to which Buyer is a party. 7. The parties waive compliance with the provisions of any applicable state version of the Uniform Commercial Code relating to bulk transfers in connection with the transactions contemplated by this Agreement provided, however, Seller shall indemnify and hold Buyer harmless from any liability for any amount owing to Seller's creditors with respect to the assets or Business Segment transferred to Buyer pursuant to this Agreement. The parties hereby indemnify and hold each other harmless from any loss, claim or damage resulting from any misrepresentations, breach of warranty or nonfulfillment of any agreement on the part of the other party. 8. Each party represents and warrants to the other that there are no finder fees, commissions, brokers fees or the like payment due in connection with the transaction contemplated in this Agreement. 9. The following miscellaneous provisions shall apply to this Agreement: a) All notices or other communications to a Party shall be in writing and deemed delivered when received, sent by telefax, mailed by registered or certified mail (RRR) or sent by overnight courier to the addresses set forth above or such other addresses as is given by a party in the above manner. b) This Agreement may be modified or amended only in writing. The waiver by a party of a term of this Agreement shall not be construed as a further waiver of such term. c) All representations, warranties, covenants and indemnities made in or pursuant to this Agreement shall survive the closing. d) This Agreement contains the entire agreement between the parties with respect to the subject matter. This Agreement supersedes all prior negotiations, undertakings and agreements of the parties and their affiliates with respect to the subject matter. e) This Agreement shall be subject to and governed by the laws of New Jersey. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof not involving the claims of third parties, shall be settled by arbitration at the office of the American Arbitration Association in the City of Newark, State of New Jersey, in accordance with its rules and judgment upon any award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. f) Any term of this Agreement which is held to be invalid or unenforceable shall only be ineffective to the extent thereof without rendering the remaining terms of this Agreement invalid or unenforceable. g) Buyer and Seller shall not, without first consulting the other, issue any press release or other public statement with respect to this Agreement or the transaction herein except as may be required by law, applicable stock exchange or NASDAQ regulations. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first written above. CUCINA CLASSICA ITALIANA, INC. By: /s/ Bernard F. Lillis, Jr. ------------------------------- Bernard F. Lillis, Jr. Chief Executive Officer TIPICO PRODUCTS CO., INC. By: /s/ Mario Bogana ------------------------ Mario Bogana President -----END PRIVACY-ENHANCED MESSAGE-----