Agreement and Plan of Reorganization - The Publishing Co. of North America Inc., John Pedranghelu, Eugene O. Russo and 1800attorneys.com Advertising Inc.
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered
into on April 25, 2000 by and among The Publishing Company of North America,
Inc., a Florida corporation ("PCNA"), John Pedranghelu, Eugene O. Russo
(collectively, the "Stockholders") and 1800attorneys.com Advertising, Inc., a
New York corporation (the "Company"). PCNA, the Stockholders and the Company are
referred to collectively herein as the "Parties."
WHEREAS, the Stockholders own all the outstanding shares of common
stock of the Company;
WHEREAS, the Stockholders desire to exchange all of their shares of
common stock of the Company for common stock of PCNA in a reorganization which
is tax free pursuant to Section 368 (b) of the Internal Revenue Code ; and
WHEREAS, PCNA desires to exchange its shares of common stock for all of
the outstanding shares of common stock of the Company which are owned by the
Stockholders on the terms and conditions contained in this Agreement.
Now, therefore, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows:
1. EXCHANGE OF COMMON STOCK.
On and subject to the terms and conditions of this Agreement,
PCNA agrees to acquire fromthe Stockholders, all of the issued and
outstanding common stock of the Company and the Stockholders agree to
transfer to PCNA all of the issued and outstanding shares of the
Company's common stock in exchange for the issuance to each of the
Stockholders of 180,000 shares of PCNA's unregistered common stock, no
par value per share.
2. REPRESENTATIONS AND WARRANTIES OF PCNA CONCERNING THE
TRANSACTION.
PCNA represents and warrants to the Stockholders that the
statements contained in this Section 2 are correct and complete as of
the date of this Agreement.
(a) Organization of PCNA. PCNA is duly organized, validly
existing, and in good standing under the laws of the jurisdiction of
its organization.
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ATTORNEYS.COM, INC.
FORM 10-QSB - SEPTEMBER 30, 2000
(b) Authorization of Transaction. PCNA has full power and
authority (including full corporate power and authority) to execute and
deliver this Agreement and to perform its obligations hereunder. This
Agreement constitutes the valid and legally binding obligation of PCNA,
enforceable in accordance with its terms and conditions. PCNA needs not
give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order
to consummate the transactions contemplated by this Agreement.
(c) Non-Contravention. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions
contemplated hereby, will (1) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court
to which PCNA is subject or any provision of its charter or bylaw or
(2) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under
any agreement, contract, lease, license, instrument, or other
arrangement to which PCNA is a party or by which it is bound or to
which any of its assets are subject.
(d) Brokers' Fees. PCNA has no liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which the
Stockholders could become liable or obligated.
(e) Tax-Free Transaction. PCNA shall take no action which
causes the transaction to be treated as a taxable transaction for the
Stockholders under the Internal Revenue Code.
(f) Anti-dilution Protection. In the event that PCNA engages
in any split-up of its common stock, issues any dividend to its common
stockholders or effects any reorganization or re-capitalization
including any reverse stock split, the Stockholders will be treated in
the same manner as any other stockholder.
(g) Cessation of PCNA's Operations. In the event PCNA ceases
conducting business operations, the Telephone Number will be
immediately transferred back to stockholders without the payment of any
consideration; provided, however, that if PCNA ceases to operate as the
result of effecting any merger, consolidation, sale of all or
substantially all of its assets or any similar transaction, the
Telephone Number shall not be transferred to the Stockholders.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
STOCKHOLDERS.
Each of the Stockholders and the Company represents and
warrants to PCNA that the statements contained in this Section 3 are
correct and complete as of the date of this Agreement.
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ATTORNEYS.COM, INC.
FORM 10-QSB - SEPTEMBER 30, 2000
(a) Organization of the Company. The Company is a corporation
duly organized on April 19, 2000 in the State of New York and has
conducted no business operations since its formation.
(b) Authorization of Transaction. Each of the Stockholders has
authority to enter into this Agreement and to carry out its obligations
hereunder. This Agreement has been duly executed and delivered by each
of the Stockholders and constitutes their valid and binding obligation,
enforceable against each of the Stockholders in accordance with its
terms.
(c) Capitalization. There are 200 shares of common stock of
the Company authorized, all of which are outstanding. All of the issued
and outstanding shares of Common Stock have been duly authorized, are
validly issued, fully paid, and non-assessable. There are no
outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other
contracts or commitments that could require the Company to issue, sell,
or otherwise cause to become outstanding any shares of its capital
stock
(d) Non-Contravention. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions
contemplated hereby, will (1) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court
to which the Stockholders or the Company are subject to any provision
of its charter or bylaw or (2) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Stockholders or the
Company are a party or by which it is bound or to which any of its
assets are subject.
(e) Brokers' Fees. Neither the Stockholders nor the Company
has any liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated
by this Agreement.
(f) Title to Assets. The Company owns and holds good and
marketable title to, free from any security interests or liens, the
assets listed on Schedule 3(f). The Administrative Contact for the
Uniform Resource Locators 1800attorney.com, 887attorney.com,
1877attorney.com and 877attorney.com, , is (are) _________________.
(g) Investment. Each of the Stockholders (1) understands that
the common stock of PCNA to be received pursuant to Section 1(b) above
has not been, and will not be, registered under the Securities Act of
1933 (the "Act"), nor under any state securities laws, and is being
offered and sold in reliance upon federal and state exemptions for
transactions not involving any public offering, (2) is acquiring the
common stock solely for his own account for investment purposes, and
not with a view to the distribution thereof, (3) is an
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ATTORNEYS.COM, INC.
FORM 10-QSB - SEPTEMBER 30, 2000
accredited investor as defined in Regulation D promulgated under the
Act; (4) has received certain information concerning PCNA and has had
access to the copies of the documents listed on Schedule 3(g) in order
to evaluate the merits and the risks inherent in holding the common
stock, and (5) is able to bear the economic risk and lack of liquidity
inherent in holding the common stock.
(h) Restrictions on Sale of Securities. The Stockholders agree
to enter into any lock-up agreement requested by an underwriter of the
securities of PCNA provided that PCNA's officers and directors are also
subject to such lock-up agreement. (i) Tax Return for the period prior
to this transaction. The Stockholders agree to file or cause to have
filed any federal, state, and local tax returns as required for the
Company from the time of its incorporation until the effective date of
this transaction. A copy of all such returns will be provided to PCNA
as soon as practicable after their filing.
4. ACTIONS FOLLOWING CLOSING.
(a) Lease of Acquired Intellectual Property. PCNA shall lease
the use of the telephone number 1-800-attorney (the "Telephone Number")
to the Stockholders on a month-to-month basis for $10.00 per month;
provided, however, such month-to month lease shall be terminable at the
sole discretion of PCNA upon 45 days notice to Sellers, and the
Telephone Number shall be transferred to Purchaser within such 45-day
period.
(b) Non Compete Agreement. Except for the referral service
described in Section 4(c), Sellers shall not conduct any type of
attorney referral service using either the telephone or the Internet
for a period of three years from the date of this Agreement.
(c) Limited Right of Sellers to Conduct Referral Services. The
Stockholders may conduct a law office and/or referral service for legal
services in the Counties of Nassau, Suffolk, Kings and Queens in the
State of New York. The Stockholders shall receive all calls made to
1800Attorney for the above-mentioned counties at no cost or expense to
the Stockholders. The Stockholders shall also be the exclusive
attorneys listed in all internet and print media for legal services in
the counties Nassau, Suffolk, Kings and Queens in the State of New
York. The current commercials may be used for advertising by the
Stockholders in the New York area and any new commercials produced by
PCNA will be provided to the Stockholders for their use at no charge in
the New York area. All other advertising of the 1800 number must be
approved by PCNA and said consent cannot be unreasonably withheld.
5. REMEDY FOR BREACHES OF THIS AGREEMENT.
(a) Survival of Representations and Warranties. All of the
representations and warranties of the Parties contained in this
Agreement above shall survive the date of this Agreement and continue
in full force and effect for a period of the greater of (i) three years
or (ii) the applicable statute of limitations.
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ATTORNEYS.COM, INC.
FORM 10-QSB - SEPTEMBER 30, 2000
(b) Indemnification Provisions for Benefit of PCNA. In the
event either of the Stockholders breaches any of their representations,
warranties, and covenants contained herein, and, if there is an
applicable survival period pursuant to Section 5(a) above, provided
that PCNA make a written claim for indemnification against either of
the Stockholders within the applicable survival period, then each of
the Stockholders agrees to indemnify PCNA from and against the entirety
of any losses, damages, expenses or fees, including reasonable
attorneys' fees (the "Losses") PCNA may suffer through and after the
date of the claim for indemnification resulting from, arising out of,
relating to, in the nature of, or caused by the breach (or the alleged
breach).
(c) Indemnification Provisions for Benefit of the Seller. In
the event PCNA breaches any of its representations, warranties, and
covenants contained herein, and, if there is an applicable survival
period pursuant to Section 5(a) above, provided that the Stockholders
make a written claim for indemnification against PCNA within such
survival period, then PCNA agrees to indemnify the Stockholders from
and against the entirety of any Losses the Stockholders may suffer
through and after the date of the claim for indemnification resulting
from, arising out of, relating to, in the nature of, or caused by the
breach (or the alleged breach).
(d) Matters Involving Third Parties.
-------------------------------
(i) If any third party shall notify any Party (the
"Indemnified Party") with respect to any matter (a "Third
Party Claim") which may give rise to a claim for
indemnification against any other Party (the "Indemnifying
Party") under this Section 5, then the Indemnified Party shall
promptly (and in any event within five business days after
receiving notice of the Third Party Claim) notify the
Indemnifying Party thereof in writing.
(ii) Any Indemnifying Party shall have the right to
defend the Indemnified Party against the Third Party Claim
with counsel of its choice reasonably satisfactory to the
Indemnified Party; provided, however, that the Indemnifying
Party shall not consent to the entry of any judgment or enter
into any settlement with respect to the Third Party Claim
without the prior written consent of the Indemnified Party
(not to be withheld unreasonably) unless the judgment or
proposed settlement involves only the payment of money damages
and does not impose an injunction or other equitable relief
upon the Indemnified Party.
(iii) Unless and until an Indemnifying Party assumes
the defense of the Third Party Claim as provided in Section
5(d)(ii) above, however, the Indemnified Party may defend
against the Third Party Claim in any manner it may deem
reasonably appropriate.
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ATTORNEYS.COM, INC.
FORM 10-QSB - SEPTEMBER 30, 2000
(iv) In no event will the Indemnified Party consent
to the entry of any judgment or enter into any settlement with
respect to the Third Party Claim without the prior written
consent of the Indemnifying Party.
6. MISCELLANEOUS.
(a) Severability. In the event any parts of this Agreement are
found to be void, the remaining provisions of this Agreement shall
nevertheless be binding with the same effect as though the void parts
were deleted.
(b) Entire Agreement. This Agreement (including the Schedules
referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements, or representations
by or among the Parties, written or oral, to the extent they relate in
any way to the subject matter hereof.
(c) Counterparts. This Agreement may be executed in one or
more counterparts each of which shall be deemed an original but all of
which together will constitute one and the same instrument. The
execution of this Agreement may be by actual or facsimile signature.
(d) Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their legal
representatives, successors and assigns.
(e) Notices and Addresses. All notices, offers, acceptance and
any other acts under this Agreement shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal
Express or similar receipted delivery, by facsimile delivery or, if
mailed, postage prepaid, by certified mail, return receipt requested,
as follows:
If to PCNA: The Publishing Company of North America, Inc.
186 P.C.N.A. Parkway
Lake Helen, FL 32744
(800) 644-3458
Facsimile (407) 228-0276
with a copy to: Michael D. Harris, Esq.
Michael Harris, P.A.
1645 Palm Beach Lakes Blvd., Suite 550
West Palm Beach, FL 33401
(561) 478-7077
Facsimile (561) 478-1817
If to the Stockholders: Russo and Pedranghelu
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ATTORNEYS.COM, INC.
FORM 10-QSB - SEPTEMBER 30, 2000
16 East Old Country Road
Hicksville, NY 11801
(516) 822-1600
or to such other address as either of them, by notice to the other may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by
(f) Governing Law. This Agreement and any dispute,
disagreement, or issue of construction or interpretation arising
hereunder whether relating to its execution, its validity, the
obligations provided herein or performance shall be governed or
interpreted according to the internal laws of the State of Florida
without regard to choice of law considerations.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
as of the date first above written.
/s/ Dorothy Germain The Publishing Company of North America, Inc.
------------------------
By: /s/ Peter S. Balise
------------------------ ---------------------------------
Peter S. Balise, President
By: /s/ John Pedranghelu
------------------------ ---------------------------------
John Pedranghelu
By: /s/ Eugene O. Russo
------------------------ ---------------------------------
Eugene O. Russo
1800attorneys.com Advertising, Inc.
------------------------
By: /s/ Eugene O. Russo
------------------------ ---------------------------------
Eugene O. Russo, President
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ATTORNEYS.COM, INC.
FORM 10-QSB - SEPTEMBER 30, 2000
Schedule 3(f)
Assets of the Company
The Company owns and holds good and marketable title to, free from any security
interests or liens, the following assets:
The telephone number 1-800-ATTORNEY
The Uniform Resource Locator 1800attorney.com
The Uniform Resource Locator 887attorney.com
The Uniform Resource Locator 1877attorney.com
The Uniform Resource Locator 877attorney.com
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ATTORNEYS.COM, INC.
FORM 10-QSB - SEPTEMBER 30, 2000
Schedule 3(g)
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