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Exhibit 2.01
ACQUISITION
AGREEMENT
by and among
PHYSICIANS REMOTE SOLUTIONS, INC.,
VALTECH COMMUNICATIONS INC.
("VALTECH")
AND
THE STOCKHOLDERS OF VALTECH
DATED AS OF May 29, 2008
ACQUISITION AGREEMENT
ACQUISITION AGREEMENT dated as of May 29, 2008
(the “Agreement”) by and among Physicians Remote
Solutions, Inc. a corporation formed under the laws of the State
of Florida (“Physicians Remote” or the
“Acquiring Entity”), Valtech Communications Inc., a
corporation formed according to the federal laws of Canada
(“Valtech”) and the stockholders of Valtech who are
signatories hereto (the “Valtech Stockholders”).
Physicians Remote, Valtech and the Valtech Stockholders, are
referred to herein individually as a “Party” and
collectively as the “Parties.”
WHEREAS, Physicians Remote and Valtech have
determined that a business combination between the Parties is
advisable and in the best interests of their respective
companies and stockholders, and presents an opportunity for
their respective companies to achieve long-term strategic and
financial benefits; and
WHEREAS, the Valtech Stockholders are the record
and beneficial owners of 100% of the issued and outstanding
Class A Shares of Valtech (“Valtech Capital Stock”);
and
WHEREAS, Physicians Remote has proposed to
acquire Valtech, pursuant to an acquisition transaction (the
“Acquisition”) whereby, pursuant to the terms and
subject to the conditions of this Agreement, Valtech shall
become a wholly owned subsidiary of Physicians Remote in
consideration for the issuance of forty million
(40,000,000) shares of common stock, $0.0001 par value per
share, with a market value of $0.15 per share (aggregate value
of $6,000,000) of Physicians Remote (the “Physicians
Remote Common Shares”) to the Valtech Stockholders
(collectively, the “Acquisition Consideration”);
and
WHEREAS, the obligation of the Parties to effect
the Acquisition is subject to the conditions set forth in
Articles IV and V hereof; and
WHEREAS, Physicians Remote and Valtech are
executing and delivering this Agreement in reliance upon the
exemption from securities registration afforded by the
provisions of Section 4(2) of the Securities Act of 1933, (the
“Securities Act”).
NOW, THEREFORE, in consideration of the premises
and the mutual covenants, representations and warranties
contained herein, the Parties, intending to be legally bound,
hereby agree as follows:
As used in this Agreement, the following terms
shall have the meanings set forth below:
ARTICLE I
THE ACQUISITION
SECTION 1.01 THE EXCHANGE.
Upon the terms and subject to the conditions set
forth in this Agreement and in accordance with the Florida Law,
at the Effective Time, all issued and outstanding Valtech
Capital Stock, shall be exchanged for the Acquisition
Consideration.
(a)
Acquisition Agent . Joel Pensley, Esq. shall
act as the exchange agent (the “Acquisition Agent”) for
the purpose of exchanging Valtech Capital Stock for the Acquisition
Consideration.
(b)
Purchase Price . Forty Million Physicians
Remote Common Shares valued at six million US dollars
(US$6,000,000). A valuation report is in preparation and will be
attached to the Agreement as Schedule 1.01(b) as a post closing
document.
At or prior to the closing of the Acquisition
(the “Closing”):
(i)
Valtech Capital Stock The Valtech
Stockholders listed on Schedule 1.01(b)(i) shall deliver to the
Acquisition Agent certificates evidencing all issued and
outstanding shares of Valtech capital stock ("Valtech Capital
Stock") duly endorsed in blank for transfer or accompanied by stock
powers with the signatures of the holders appropriately notarized
or witnessed, as appropriate,
(ii)
Acquisition Consideration At the date of
Closing, an aggregate of 40,000.000 Physicians Remote Shares shall
be delivered to each Valtech Stockholders in proportion with its
shares ownership. Each certificate representing Physicians
Remote Shares will contain a legend restricting transfer in the
absence of an effective registration with the United States
Securities and Exchange Commission or an exemption from
registration and a reference to this Agreement.
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Exemptions
Holders of restricted stock may avail themselves
of the exemptions provided by Rule 144 to the Securities Act of
1933 which, as presently constituted, permits public sales.
subject to the provisions therein and an opinion of counsel
acceptable to the Company of shares in brokerage transactions
commencing one year after the Closing subject to volume
limitations for affiliates and sales commencing six months after
the Closing for non-affiliates.
Assets
The purchase price includes the acquisition of
all assets owned by Valtech, including but not limited to, all
land, buildings, equipment, instruments, fixtures, fittings,
intangible assets (including patents, agreements, contracts,
etc.). These assets will not be disposed of, except in the
normal course of business, between the date of the Agreement and
the Closing, and will be unencumbered by any form of debt
finance.
SECTION 1.02 CLOSING.
The Closing will take place at the offices of
Joel Pensley, Esq. counsel to Physicians Remote, at 211
Schoolhouse Road, Norfolk, Connecticut 06058, within one
business day following the satisfaction or waiver of the
conditions precedent set forth in Articles IV and V or at such
other date and place as Physicians Remote and Valtech shall
agree (the “Closing Date”), but in any event no
later than May 30, 2008.
SECTION 1.03 EFFECTIVE TIME.
The Acquisition shall become effective at the
time of the Closing, subject to the satisfaction or waiver of
each of the conditions set forth in Articles IV and V. The
date on which the Effective Time occurs is referred to as the
“Effective Date.”
SECTION 1.04
EFFECT OF THE ACQUISITION.
At and after the Effective Time, the Acquisition
shall be effective as provided in the applicable provisions of
the Florida Statutes. The existence of Physicians Remote, as the
Acquiring Entity, with all of its purposes and powers, shall
continue unaffected and unimpaired by the Acquisition, and, as
the Acquiring Entity, it shall remain governed by the laws of
the State of Florida. The existence of Valtech, as the entity
whose ownership interests are being acquired, shall continue
unaffected and unimpaired as a corporation governed by the laws
of Canada with the exception that it shall be a wholly owned and
operated subsidiary of Physicians Remote.
SECTION 1.05 ARTICLES OF INCORPORATION AND
BYLAWS; DIRECTORS AND OFFICERS.
Pursuant to the Acquisition:
(a)
The Certificate of Incorporation and Bylaws of
Physicians Remote as in effect immediately prior to the Effective
Time shall be the Certificate of Incorporation and Bylaws of
Physicians Remote following the Acquisition.
(b)
The officers and directors of the Acquiring Entity
following the Acquisition shall be the same persons who are
presently officers and directors of Physicians Remote and whose
names appear in a Form 8K files with the United States Securities
and Exchange Commission until the earlier of their death,
resignation or removal or until their respective successors are
duly appointed and qualified.
SECTION 1.06 FURTHER ACTIONS.
If at any time after the Effective Time,
Physicians Remote and Valtech shall consider or be advised that
any further assignment or assurances or any other things that
are necessary or desirable to vest, perfect or confirm, of
record or otherwise, in the Acquiring Entity, the title to any
property or right of Valtech acquired or to be acquired by
reason of or as a result of the Acquisition, then Physicians
Remote, Valtech and their respective officers and directors in
office shall use all reasonable efforts to execute and deliver,
or cause to be executed and delivered, all such proper deeds,
assignments and assurances and do all things reasonably
necessary and proper to vest, perfect or confirm title to such
property or rights in the Acquiring Entity and otherwise carry
out the purpose of this Agreement, and the officers of
Physicians Remote are fully authorized in the name of Physicians
Remote and Valtech or otherwise to take any and all such action
with the same effect as if such persons were officers of
Valtech.
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SECTION 1.07
RESTRICTIONS ON RESALE
The Acquisition Consideration . The
Acquisition Consideration will not be registered under the
Securities Act, or the securities laws of any state, and cannot
be transferred, hypothecated, sold or otherwise disposed of
until (i) a registration statement with respect to such
securities is declared effective under the Securities Act, or
(ii) Physicians Remote receives an opinion of counsel for the
stockholder, reasonably satisfactory to counsel for Physicians
Remote, that an exemption from the registration requirements of
the Securities Act is available.
The certificates representing the number of
Acquisition Consideration for which the Physicians Remote Shares
shall have been issued pursuant to this Agreement shall contain
a legend substantially as follows:
“THE SECURITIES WHICH ARE REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION
STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH
ACT, OR PHYSICIANS REMOTE SOLUTIONS, INC. RECEIVES AN OPINION OF
COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR
PHYSICIANS REMOTE SOLUTIONS, INC. THAT AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”
SECTION 1.08 EXCHANGE OF CERTIFICATES.
EXCHANGE OF CERTIFICATES. At the Closing and
pursuant to a customary letter of transmittal or other
instructional form provided by the Acquisition Agent to the
Valtech Stockholders, the Valtech Stockholders shall be required
to surrender all their Valtech Class A Shares to the Acquisition
Agent, and the Valtech Stockholders shall be entitled upon such
surrender to receive in exchange therefore certificates
representing the proportionate number of Acquisition
Consideration into which the Valtech Class A Shares theretofore
represented by the stock transfer forms so surrendered shall
have been exchanged pursuant to the Valtech Acquisition Rate in
this Agreement. There are no unpaid dividends for holders of
Valtech Class A Shares.
CLOSING OF TRANSFER BOOKS. On the Effective
Date, the stock transfer book of Valtech shall be deemed to be
closed and no transfer of Valtech capital stock shall thereafter
be recorded thereon.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF PHYSICIANS REMOTE
Physicians Remote hereby represents and warrants
to Valtech, as of the date of this Agreement and as of the
Effective Time (unless otherwise indicated), as follows:
SECTION 2.01 ORGANIZATION, STANDING AND
POWER.
As of the date of this Agreement, Physicians
Remote is a company duly incorporated, validly existing and in
good standing under the laws of the State of Florida and has
corporate power and authority to conduct its business as
presently conducted by it. As of the date of this Agreement
Physicians Remote is duly qualified to do business as a foreign
corporation doing business in each state in which it owns or
leases real property and where the failure to be so qualified
and in good standing would not have a Material Adverse Effect on
Physicians Remote, or its business. Physicians Remote has
the corporate power and authority to enter into and perform this
Agreement and to carry out the transactions contemplated by this
Agreement. Physicians Remote has an inactive wholly owned
subsidiary; Voxtec Products Inc. Physicians Remote is a
reporting company under the United States securities laws and
files reports with the United States Securities and Exchange
Commission and is current in the filing of such reports.
Physicians Remote common shares trade on the OTC Bulletin
Board.
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SECTION 2.02 CAPITALIZATION.
As of the date of this Agreement, there are
100,000,000 shares of common stock of Physicians Remote
authorized. There are 12,035,008 Physicians Remote Common Shares
issued and outstanding.
All outstanding Physicians Remote Common Shares
are validly issued, fully paid, non-assessable, not subject to
pre-emptive rights and have been issued in compliance with all
state and federal securities laws or other Applicable Law.
SECTION 2.03 AUTHORITY FOR AGREEMENT.
The execution, delivery, and performance of this
Agreement by Physicians Remote has been duly authorized by all
necessary corporate and shareholder action, and this Agreement,
upon its execution by the Parties, will constitute the valid and
binding obligation of Physicians Remote enforceable against it
in accordance with and subject to its terms, except as
enforceability may be affected by bankruptcy, insolvency or
other laws of general application affecting the enforcement of
creditors’ rights. The execution and consummation of
the transactions contemplated by this Agreement and compliance
with its provisions by Physicians Remote will not violate any
provision of Applicable Law and will not conflict with or result
in any breach of any of the terms, conditions, or provisions of,
or constitute a default under, Physicians Remote’s
Certificate of Incorporation or its Bylaws, in each case as
amended, or, in any material respect, any indenture, lease, loan
agreement or other agreement or instrument to which Physicians
Remote is a party or by which it or any of its properties are
bound, or any decree, judgment, order, statute, rule or
regulation applicable to Physicians Remote except to the extent
that any breach or violation of any of the foregoing would not
constitute or result in a Material Adverse Effect on Physicians
Remote.
SECTION 2.04 ISSUANCE OF PHYSICIANS REMOTE
SHARES
The Acquisition Consideration issuable to the
Valtech Stockholders as the holders of the Valtech Shares will,
when issued pursuant to this Agreement, be duly and validly
authorized and issued, fully paid and non-assessable.
SECTION 2.05 OPERATING BUSINESS;
LIABILITIES.
Physicians Remote has the operating business as
described in its filings with the United States Securities and
Exchange Commission, and, other than as contemplated by this
Agreement or for the purposes of effecting the Acquisition and
Closing pursuant to this Agreement, Physicians Remote has one
inactive subsidiary.
To the knowledge of Physicians Remote, there has
been no material change in the financial condition, operations
or business of Physicians Remote since February 29, 2008
SECTION 2.06 ABSENCE OF CERTAIN CHANGES OR
EVENTS. Except as set forth on Schedule 2.06, and as
pursuant to the terms of this Agreement, since February 29,
2008
there has not been (i) any material adverse
change in the business, operations, properties, assets, or
condition of Physicians Remote or (ii) any damage, destruction,
or loss to Physicians Remote (whether or not covered by
insurance) materially and adversely affecting the business,
operations, properties, assets, or condition of Physicians
Remote;
Physicians Remote has not (i) amended its
certificate of organization; (ii) declared or made, or
agreed to declare or make, any payment of dividends or
distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or
redeem, any outstanding capital stock; (iii) waived any rights
of value which in the aggregate are extraordinary or material
considering the business of Physicians Remote; (iv) made any
material change in its method of management, operation, or
accounting; (v) entered into any other material transaction;
(vi) made any accrual or arrangement for payment of bonuses or
special compensation of any kind or any severance or termination
pay to any present or former officer or employee; (vii)
increased the rate of compensation payable or to become payable
by it to any of its officers or any of its employees whose
monthly compensation exceeds $5,000; or (viii) made any increase
in any profit sharing, bonus, deferred compensation, insurance,
pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with its officers, directors, or
employees;
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Physicians Remote has not (i) borrowed or agreed
to borrow any funds or incurred, or become subject to, any
material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (ii)
paid any material obligation or liability (absolute or
contingent) other than current liabilities incurred since that
date in the ordinary course of business; (iii) sold or
transferred, or agreed to sell or transfer, any of its assets,
properties, or rights (except assets, properties, or rights not
used or useful in its business which, in the aggregate have a
value of less than $5,000), or canceled, or agreed to cancel,
any debts or claims (except debts or claims which in the
aggregate are of a value of less than $5,000); (iv) made or
permitted any amendment or termination of any contract,
agreement, or license to which it is a party if such amendment
or termination is material, considering the business of
Physicians Remote; or (v) issued, delivered, or agreed to issue
or deliver any stock, bonds or other corporate securities
including debentures (whether authorized and unissued or held as
treasury stock);
Physicians Remote has not become subject to any
law or regulation which materially and adversely affects, or in
the future may adversely affect, the business, operations,
properties, assets, or condition of Physicians Remote.
SECTION 2.07 INTELLECTUAL PROPERTY AND
INTANGIBLE ASSETS.
To the knowledge of Physicians Remote,
Physicians Remote has full legal right, title and interest in
and to all of the intellectual property utilized in the
operation of its business. No rights of any other person
are violated by the use by Physicians Remote of the intellectual
property. None of the intellectual property has ever been
declared invalid or unenforceable, or is the subject of any
pending or, to the knowledge of Physicians Remote, threatened
action for opposition, cancellation, declaration, infringement,
or invalidity, unenforceability or misappropriation or like
claim, action or proceeding.
SECTION 2.08 GOVERNMENTAL CONSENT
No consent, waiver, approval, order or
authorization of, or registration, declaration or filing with,
any court, administrative agency or commission or other federal,
state, county, local or other foreign governmental authority,
instrumentality, agency or commission or any third party,
including a party to any agreement with Physicians Remote, is
required by or with respect to Physicians Remote in connection
with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby, except for
such consents, waivers, approvals, orders, authorizations,
registrations, declarations and filings as may be required under
(i) applicable securities laws, or (ii) the Florida
Statutes.
SECTION 2.09 LITIGATION
There is no action, suit, investigation, audit
or proceeding pending against, or to the best knowledge of
Physicians Remote threatened against or affecting, Physicians
Remote or any of its assets or properties before any court or
arbitrator or any governmental body, agency or official.
SECTION 2.10 INTERESTED PARTY TRANSACTIONS
Physicians Remote is not indebted to any officer
or director of Physicians Remote (except for compensation and
reimbursement of expenses incurred in the ordinary course of
business), and no such person is indebted to Physicians Remote,
except as disclosed in the reports filed with the Securities and
Acquisition Commission.
SECTION 2.11 COMPLIANCE WITH APPLICABLE
LAWS.
The business of Physicians Remote has not been,
and is not being, conducted in violation of any Applicable Law,
except for possible violations which individually or in the
aggregate have not had and are not reasonably likely to have a
Material Adverse Effect. No investigation or review by any
governmental entity with respect to Physicians Remote is pending
or, to the knowledge of Physicians Remote, respectively, after
reasonable inquiry, threatened, nor has any governmental entity
indicated an intention to conduct the same, except for
investigations or reviews which individually or in the aggregate
would not have, nor be reasonably likely to have, a Material
Adverse Effect.
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SECTION 2.12 NO UNDISCLOSED LIABILITIES.
There are no liabilities or debts of Physicians
Remote of any kind whatsoever, whether accrued, contingent,
absolute, determined, determinable or otherwise, and there is no
existing condition, situation or set of circumstances which
could reasonably be expected to result in such a liability or
debt.
SECTION 2.13
TAX RETURNS AND PAYMENT
Physicians Remote has duly and timely filed all
material Tax Returns required to be filed by it and has duly and
timely paid all Taxes shown thereon to be due, except for Taxes
being contested in good faith. There is no material claim for
Taxes that is a Lien against the property of Physicians Remote
other than Liens for Taxes not yet due and payable, none of
which Taxes is material. Physicians Remote has not received
notification of any audit of any Tax Return of Physicians Remote
being conducted or pending by a Tax authority where an adverse
determination could have a Material Adverse Effect, no extension
or waiver of the statute of limitations on the assessment of any
Taxes has been granted by Physicians Remote which is currently
in effect, and Physicians Remote is not a party to any
agreement, contract or arrangement with any Tax authority or
otherwise, which may result in the payment of any material
amount.
SECTION 2.14
ASSETS; ENCUMBRANCES
Physicians Remote does not own any real
property. Physicians Remote has good and valid title to
all of its assets. Physicians Remote’s assets
comprise all of the business, properties, assets (however,
employees, to the extent that they could be considered assets,
are not included as assets in this Section) and goodwill
employed by Physicians Remote and its affiliates in connection
with its business.
All assets are owned by Physicians Remote free
and clear of all title defects or objections, liens, claims,
charges, rights of others, security interests or other
encumbrances of any nature whatsoever, including without
limitation, any leases, escrows, options, security or other
deposits, rights of redemption, chattel mortgages, conditional
sales contracts, liens, collateral security arrangements and
other title or interest retention arrangements, except for liens
for current taxes not yet due.
SECTION 2.15 PHYSICIANS REMOTE AGREEMENTS
Physicians Remote is a party to material
agreements as described in its filings with the United States
Securities and Exchange Commission.
SECTION 2.16 LABOR AND EMPLOYMENT MATTERS
Physicians Remote is not a party to or bound by
any collective bargaining agreement or any other agreement with
a labor union, and, to the knowledge of Physicians Remote, there
has been no effort by any labor union or any other person during
the twenty-four (24) months prior to the date hereof to organize
any employees or consultants of Physicians Remote who are not
already members of a collective bargaining unit into one or more
collective bargaining units, nor, to the knowledge of Physicians
Remote, are any such efforts being conducted.
SECTION 2.17 EMPLOYEE BENEFITS
There is no employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”)), and (ii) no other
benefit plan, program, contract or arrangement of any kind
whatsoever, covering the employees or consultants of Physicians
Remote or which is sponsored, maintained or contributed to by
Physicians Remote or to which Physicians Remote has an
obligation to contribute (all such employee benefit plans and
other benefit plans, programs, contracts or arrangements
hereinafter individually and collectively called the
“Employee Benefit Plan(s)”). No Employee
Benefit Plan is (i) subject to Section 412 of the Internal
Revenue Code or Section 306 of ERISA, (ii) a
“multiemployer plan” within the meaning of Section
3(37) of ERISA, or (iii) a single employer plan (within the
meaning of Section 4001(a)(15) of ERISA) which has two or more
contributing sponsors at least two of whom are not under common
control.
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SECTION 2.18 RESTRICTIONS ON BUSINESS
ACTIVITIES
There is no agreement (non-compete or
otherwise), commitment, judgment, injunction, order or decree to
which Physicians Remote is a party or otherwise binding upon
Physicians Remote which has or may have the effect of
prohibiting or impairing any business practice of Physicians
Remote, any acquisition of property (tangible or intangible) by
Physicians Remote or the conduct of business by Physicians
Remote.
SECTION 2.19 BROKERS’ AND FINDERS’
FEES.
Physicians Remote has not incurred, nor will it
incur, directly or indirectly, any liability for brokers’
or finders’ fees or agents’ commissions or
investment bankers’ fees or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF VALTECH
Except as set forth in the schedules to this
Agreement, disclosure in any one of which shall apply to any and
all representations and warranties made in this Agreement, and
except as otherwise disclosed in writing to Physicians Remote,
Valtech hereby represents and warrants to Physicians Remote, as
of the date of this Agreement and as of the Effective Time, as
follows:
SECTION 3.01 ORGANIZATION, STANDING AND
POWER.
Valtech is a privately held corporation duly
incorporated, validly existing and in good standing under the
federal laws of Canada, and has full corporate power and
authority to conduct its business as presently conducted by it
and to enter into and perform this Agreement and to carry out
the transactions contemplated by this Agreement. Valtech
is duly qualified to do business as a foreign corporation doing
business in each state or other jurisdiction in which it owns or
leases real property and where the failure to be so qualified
and in good standing would have a Material Adverse Effect.
Valtech does not have any ownership interest in any corporation,
partnership (general or limited), limited liability company or
other entity, whether foreign or domestic (collectively such
ownership interests including capital stock).
SECTION 3.02 CAPITALIZATION.
There are unlimited Valtech Class A Shares
authorized. As of the date of the Agreement, there were 300
issued and outstanding Valtech Class A Shares. No Valtech Class
A Shares have been reserved for issuance to any Person, and
there are no other outstanding Valtech Share Equivalents or
other rights, warrants, options or agreements for the purchase
of Valtech Class A Shares, except as provided in this Agreement.
No Person is entitled to any rights with respect to the
conversion, exchange or delivery of the Valtech Class A Shares.
The Valtech Class A Shares have been issued in compliance with
all Applicable Law.
SECTION 3.03 AUTHORITY FOR AGREEMENT.
The execution, delivery and performance of this
Agreement by Valtech has been duly authorized by all necessary
corporate and shareholder action, and this Agreement constitutes
the valid and binding obligation of Valtech, enforceable against
it in accordance with its terms, except as enforceability may be
affected by bankruptcy, insolvency or other laws of general
application affecting the enforcement of creditors’
rights. The execution and consummation of the transactions
contemplated by this Agreement and compliance with its
provisions by Valtech will not violate any provision of
Applicable Law and will not
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