UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): MAY 27, 2004
COMMISSION FILE NO.: 000-50298
INTEGRATED SECURITY TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 98-0376008
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION
1500 885 WEST GEORGIA STREET, VANCOUVER, B.C., CANADAV6C 3E8
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(778)322-7165
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(ISSUER TELEPHONE NUMBER)
IGUANA VENTURES, LTD
256 5TH AVENUE, SUITE 1034
NEW YORK, NEW YORK 10010
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(FORMER NAME AND ADDRESS)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This report on Form 8-K/A, Amendment No. 1 is being filed to disclose the
termination effective as of May 27, 2004, of various transactions that were
intended to effect a reverse merger and to disclose the resignation of officers
and directors in connection with the termination.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 31, 2005, Integrated Security Technologies, Inc., formerly Iguana
Ventures Ltd., a Nevada corporation (the "Registrant"), Integrated Security
Technologies, Inc., a New Jersey corporation ("Integrated"), original
Integrated shareholders (the "Shareholders") and Worldwide Trade Resources,
Inc. ("WTR") entered into an agreement effective as of May 27, 2004 terminating
(the "Termination") various transactions that took place on May 27, 2004, that
were intended to effect a reverse merger. On May 27, 2004, the Registrant
entered into an Exchange Agreement (the "Exchange") with Integrated and the
Shareholders. Pursuant to the Exchange, the Registrant acquired 1,500 shares
of common stock (or 100%) of Integrated in exchange for an aggregate of
15,258,799 newly issued treasury shares of the Registrant's common stock. One
of the Shareholders, entered into a stock purchase agreement (the "Stock
Purchase Agreement") with Michael Young, the Registrant's former President and
Chief Executive Officer, pursuant to which such Shareholder acquired 19,800,000
Shares of the Registrant's common stock for $20,000. In addition, WTR, of which
the Shareholder is the beneficial owner, entered into a Conversion of Debt to
Equity Agreement, dated May 27, 2004 (the "Conversion Agreement"), with the
Registrant pursuant to which the Registrant was to issue 1,100,000 restricted
shares of the Registrant's common stock (the "Conversion Shares") to WTR as
consideration and full satisfaction of $275,000 of indebtedness that Integrated
owed to WTR (the "WTR Debt"), which Conversion Shares were never issued. The
Exchange, the Stock Purchase Agreement and the Conversion Agreement are
collectively referred to hereinafter as the "Prior Transactions." Subsequent to
the Exchange, the Registrant affected a 3.3:1 forward stock split. The effects
of the forward stock split have been retroactively reflected in this report
unless otherwise stated. The Termination is intended to place the parties in
as near to the same position as they were in before they entered into the Prior
Transactions; however, the shares purchased by such Shareholder from Mr. Young
pursuant to the Stock Purchase Agreement will be returned to the Registrant
for cancellation and will not be returned to Mr. Young. The details of the
Termination are disclosed in "Item 2.01, Completion of Acquisition or
Disposition of Assets."
Pursuant to the Termination, the Company also agreed to indemnify and hold
harmless a majority of the Shareholders, Integrated and WTR against any and all
direct and/or indirect damages, claims, losses, liabilities and expenses,
including, without limitation, reasonable legal, accounting and other expenses
(including court costs), which may arise out of or relate to any matter relating
directly and/or indirectly to the Termination and the past, present and future
actions and/or transactions discussed and contemplated thereby including, but
not limited to, (i) the Prior Transactions (except for the WTR Debt) and/or the
acquisition of 100% of Integrated; (ii) SEC, NASD, governmental,
quasi-governmental, self-regulatory and/or other investigations; (iii) the
Termination and the actions contemplated thereby; (iv) any liability arising
from a breach by the Registrant and/or any of its affiliates; and (v) any
liability arising from any action or failure to act by the Registrant and/or any
of its affiliates.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On May 31, 2005, the Registrant, Integrated, a majority of the Shareholders
and WTR terminated the Prior Transactions effective as of May 27, 2004. The
Termination is intended to place the parties in as near to the same position as
they were in before they entered into the Prior Transactions; however, the
shares purchased by the Shareholder from Mr. Young pursuant to the Stock
Purchase Agreement will be returned to the Registrant for cancellation and will
not be returned to Mr. Young. Pursuant to the Termination, a majority of the
Shareholders will return to the Registrant an aggregate of 33,914,388 shares of
the Registrant's common stock in exchange for an aggregate of 1,387.50 shares of
Integrated's common stock. Another shareholder who owned 7.5% of Integrated is
not participating in the Termination, and, as a result, the Registrant will
continue to own this 7.5% interest in Integrated immediately after the
Termination. The parties also agreed to cancel the WTR Debt (plus all accrued
but unpaid principal thereon) in its entirety as part of the Termination.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In June 2004, the Registrant issued an aggregate of 15,258,799 shares of
common stock in a transaction that was not registered under the Securities Act
of 1933 (the "Act") to the Shareholders pursuant to the Exchange. In
connection with the Termination, a majority of the Shareholders are returning
an aggregate of 14,114,388 shares that they received in the Exchange and will
receive from the Registrant 1,387.50 shares of Integrated's common stock. In
addition, one of the Shareholders is returning to the Registrant 19,800,000
shares of the Registrant's common stock that he purchased from Michael Young.
The Registrant claims an exemption from registration afforded by Section 4(2)
of the Act since the foregoing issuances did not involve a public offering,
the recipients took the shares for investment and not resale and the Registrant
took appropriate measures to restrict transfer. No underwriters or agents were
involved in the foregoing issuances and no underwriting discounts or
commissions were paid by the Registrant.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
As a result of the Exchange on May 27, 2004, control of the Registrant
shifted to a Shareholder who owned 33,227,743 shares (or 66.3%) of the
Registrant's common stock immediately after the Exchange and prior to
subsequent issuances. Pursuant to the Termination effective as of May 27,
2004, such Shareholder will return to the Registrant his shares of the
Registrant's common stock and will no longer exercise control over the
Registrant. Randy S. White has become the Registrant's sole Director,
President, Chief Executive Officer, Secretary and Treasurer following the
resignation of Murray Fleming, as set forth in "Item 5.02," below. The
following table sets forth information as of June 7, 2005, with respect to the
beneficial ownership of the Registrant's common stock by each person known by
the Registrant to own beneficially 5% or more of its common stock:
COMMON STOCK
BENEFICIALLY OWNED(1)
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NAME AND ADDRESS NUMBER PERCENT
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Laurie Fugman 1,650,000 8.9%
Mark McLean 1,485,000 8.0%
Bernard J. Perini 1,168,626 6.3%
John Choi 1,144,411 6.2%
Trevor Salvi 1,138,500 6.2%
Anthony Cheung 990,000 5.4%
Jeremy Ross 990,000 5.4%
(1) The number of shares of common stock owned are those "beneficially owned"
as determined under the rules of the Securities and Exchange Commission,
including any shares of common stock as to which a person has sole or
shared voting or investment power and any shares of common stock which the
person has the right to acquire within 60 days through the exercise of any
option, warrant or right. As of June 7, 2005, there were 18,475,551 shares
of common stock outstanding, which takes into account the cancellation of
an aggregate of 33,914,388 shares pursuant to the Termination, which
cancellation has not occurred as of the filing of this report.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On May 27, 2004, Michael Young resigned as a Director of the Registrant and
as the Registrant's President and Chief Executive Officer and Vicki White
resigned as the Registrant's Secretary, Treasurer and Chief Financial Officer.
On that same day, the Registrant's Board of Directors, via unanimous signed
written consent, appointed one Shareholder as a Director and as the Registrant's
Chief Executive Officer, Secretary and Treasurer and the President of Integrated
as a Director and as the Registrant's President. On May 31, 2005, the
Registrant's Board of Directors, which consisted of the Shareholder and the
President of Integrated, via unanimous signed written consent, appointed Murray
Fleming and Randy S. White as Directors to fill vacancies on the board of
directors. After appointing Mr. Fleming and Mr. White as Directors, the
Shareholder and the President of Integrated resigned from their positions as
Directors and officers of the Registrant. On that same date, Mr. Fleming was
appointed as the Registrant's President, Chief Executive Officer, Secretary and
Treasurer. On June 7, 2005, Mr. Fleming resigned as a Director of the
Registrant and as the Registrant's President, Chief Executive Officer,
Secretary and Treasurer. On that same day, Mr. White took over as the sole
Director and as the Registrant's President, Chief Executive Officer, Secretary
and Treasurer.
RANDY S. WHITE, age 37, began serving as a Director of the Registrant in
May 2005 and as the Registrant's Chief Executive Officer, Secretary and
Treasurer in June 2005. Mr. White is the President of Stratus Investments Group
Inc. ("Stratus"), a real estate and financial investment company, and has served
in that capacity since May 1996. Mr. White will continue to work for Stratus
while working for the Registrant. Mr. White has attended the University of
British Columbia where he took courses in business communication and the Justice
Institute where he took paramedical courses. Mr. White has received specialized
education in real estate finance/mortgage broker and Canadian securities.
Mr. White has not entered into an employment agreement with the Registrant.
Mr. White has not been named to any committees of the Registrant's Board of
Directors, and any committees of the Registrant's Board of Directors to which
Mr. White may be named have not been determined, as of the filing of this
report.
ITEM 8.01 OTHER EVENTS
On May 31, 2005, the Registrant, Integrated, a majority of the Shareholders
and WTR entered into a Settlement Agreement and Mutual Release pursuant to which
the Registrant, on one hand, and Integrated, such Shareholders and WTR, on the
other hand, mutually released each other from liability related to disputes
between them.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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2.1(1) Exchange Agreement
2.2* Agreement to Terminate Exchange Agreement
* Filed herein
(1) Filed as Exhibits 2.1 to the Form 8-K filed with the Commission on June
10, 2004, and incorporated herein by reference.
SIGNATURES
Pursuant to the requirement 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.
Integrated Security Technologies, Inc.
June 16, 2005
/s/ Randy S. White
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Randy S. White
Chief Executive Officer
AGREEMENT
Between
INTEGRATED SECURITY TECHNOLOGIES, INC.
A Nevada Corporation
(formerly Iguana Ventures Ltd.)
and
INTEGRATED SECURITY TECHNOLOGIES, INC.
A New Jersey Corporation
and
JAMES LEE and CHRISTIE HWANG
and
WORLDWIDE TRADE RESOURCES, INC.
Dated As of MAY 31, 2005
AGREEMENT
THIS AGREEMENT (hereinafter referred to as this "Agreement") is entered
into as of this 31st day of May 2005 to be effective as of May 27, 2004, by and
between INTEGRATED SECURITY TECHNOLOGIES, INC., formerly Iguana Ventures Ltd., a
Nevada corporation (hereinafter referred to as the "COMPANY"), INTEGRATED
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SECURITY TECHNOLOGIES, INC., a New Jersey corporation (hereinafter referred to
as "INTEGRATED"), JAMES LEE (sometimes referred to herein as "LEE") and CHRISTIE
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HWANG (sometimes referred to herein as "HWANG"), and Worldwide Trade Resources,
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Inc. (hereinafter referred to as "WTR") (collectively referred to hereinafter as
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the "PARTIES"), upon the following premises:
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Recitals
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WHEREAS, pursuant to that certain Exchange Agreement, dated May 27, 2004,
and attached hereto as EXHIBIT A (the "EXCHANGE AGREEMENT"), between the Company
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and Integrated, the Company acquired 100% of the issued and outstanding shares
of Integrated in exchange for 4,623,878 pre-Stock Split shares of the Company's
common stock (the "ACQUISITION").
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WHEREAS, all of the shareholders of Integrated, which consisted of Lee and
Hwang (collectively referred to herein as the "INTEGRATED SHAREHOLDERS"),
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approved the Acquisition.
WHEREAS, Lee and Hwang owned 1,320 shares (or 88%), and 67.50 shares (or
4.5%), respectively, or an aggregate of 1,387.50 shares (collectively referred
to herein as the "INTEGRATED SHARES") of common stock of Integrated immediately
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prior to the Acquisition.
WHEREAS, Integrated was at the time of Acquisition engaged in the business
of providing value-added security products and services to the private and
non-private sectors and distributing a perimeter intrusion detection system
named FOMGuard(TM) through an exclusive right for certain parts of the U.S. and
Canada (the "BUSINESS").
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WHEREAS, Lee and Hwang received prior to the forward stock split (defined
below) 4,069,013 shares, and 208,074 shares (or an aggregate of 4,227,087
pre-Stock Split shares) of common stock of the Company in exchange for their
Integrated Shares.
WHEREAS , Lee entered into a Stock Purchase Agreement, dated May 27, 2004,
and attached hereto as EXHIBIT B (the "STOCK PURCHASE AGREEMENT"), with Michael
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Young pursuant to which Mr. Lee acquired 6,000,000 pre-Stock Split shares of the
Company's common stock for $20,000.
WHEREAS, WTR entered into a Conversion of Debt to Equity Agreement, dated
May 27, 2004, and attached hereto as EXHIBIT C (the "CONVERSION AGREEMENT"),
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with the Company pursuant to which the Company was to issue 1,100,000 post-Stock
Split restricted shares of the Company's common stock (the "CONVERSION SHARES")
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to WTR as consideration and full satisfaction of $275,000 of indebtedness that
Integrated owes to WTR (the "WTR DEBT"), which Conversion Shares have not been
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issued as of the Closing Date.
WHEREAS, subsequent to the Acquisition, the Company changed its name to
Integrated Security Technologies, Inc., affected a 3.3:1 forward stock split
(the "STOCK SPLIT"), increased the amount of authorized shares to Two Hundred
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Million (200,000,000) shares of common stock, and reauthorized the par value of
$.001 per share of common stock.
WHEREAS, as a result of the Stock Split and subsequent transactions in the
Company's common stock, if any, Lee and Hwang currently own 33,227,743 and
686,645 post-Stock Split shares (33,914,388 shares in the aggregate),
respectively, of the Company's common stock.
WHEREAS, the Integrated Shareholders were not satisfied with the Prior
Transactions (as defined below), for, among other reasons, the failure of
funding promised and dissatisfaction with various material items and factors
regarding the Company, which were not disclosed to the Integrated Shareholders
prior to the Acquisition.
WHEREAS, the Company, Integrated and the Integrated Shareholders desire to
terminate the Exchange Agreement, the Stock Purchase Agreement and the
Conversion Agreement (collectively referred to hereinafter as the "PRIOR
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TRANSACTIONS"), to return their post-Stock Split shares of the Company's common
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stock and Integrated Shares, and to further terminate the Prior Transactions all
as is necessary to place the Parties in as near to the same position as they
were in prior to entering into the Prior Transactions. including, but not
limited to the cancellation of the $275,000 principal amount of the WTR Debt.
WHEREAS, an audit related to Integrated's business was never accomplished.
WHEREAS, the Company, Integrated and the Integrated Shareholders desire to
set forth the terms of their agreement to terminate.
Agreement
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NOW THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the Parties to be derived herefrom, it is hereby agreed as follows:
ARTICLE I
TERMINATING PRIOR TRANSACTIONS
Section 1.01 Exchange of Shares. On the terms and subject to the
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conditions set forth in this Agreement, on the Closing Date (as defined in
Section 1.06), Lee and Hwang shall assign, transfer and deliver, free and clear
of all liens, pledges, encumbrances, charges, restrictions or known claims of
any kind, nature, or description, 33,227,743 and 686,645 (or an aggregate of
33,914,388) post-Stock Split shares of the Company's common stock, respectively,
to the Company in exchange for all of the right, title and interest, legal and
equitable, in and to the Integrated Shares.
Section 1.02 Termination of Prior Transactions. The Parties hereby
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agree to, and do hereby terminate the Prior Transactions to put the parties in
the same position they started, to the extent possible and agreed upon by the
parties and as reflected herein.
Section 1.03 Termination of WTR Debt. The Parties hereby agree that
the $275,000 aggregate principal amount of WTR Debt (plus all accrued but unpaid
principal thereon) owed by Integrated Security Technologies, Inc., a New Jersey
corporation to WTR is hereby cancelled in its entirety.
Section 1.04 License to Use Corporate Name. Integrated and the
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Integrated Shareholders hereby grant to the Company the right and license to use
the name "Integrated Security Technologies, Inc." as the corporate name of the
Company for a period of sixty (60) days following the Closing Date.
Section 1.05 Closing. The closing (the "CLOSING") of the transaction
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contemplated by this Agreement shall be on a date and at such time as the
Parties may agree (the "CLOSING DATE") but not later than June 30, 2005 subject
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to the right of the Company or the Integrated Shareholders to extend such
Closing Date by up to an additional ten (10) days. Such Closing shall take
place at a mutually agreeable time and place. At Closing, or immediately
thereafter, the following will occur:
1. Lee and Hwang shall surrender the certificates evidencing 33,227,743
and 686,645, respectively (or an aggregate of 33,914,388) post-Stock
Split shares of the Company's common stock, duly endorsed with
medallion guaranteed stock powers so as to make the Company the sole
owner thereof;
2. The Company shall deliver to Lee and Hwang the certificates evidencing
1,320 shares and 67.50 shares, respectively, (or an aggregate of
1,387.50 shares) of the Integrated Shares duly endorsed with medallion
guaranteed stock powers so as to make Lee and Hwang, respectively, the
sole owners thereof;
3. The Company, Integrated, and the Integrated Shareholders shall deliver
mutual releases in a form substantially similar to the attached
EXHIBIT D; and
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4. Certain other releases between related parties shall be exchanged.
Section 1.07 Anti-Dilution. The number of shares of the Company's
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common stock to be redeemed, transferred, or issued hereunder shall be
appropriately adjusted to take into account any other stock split, stock
dividend, reverse stock split, recapitalization, or similar change in the
Company's common stock which may occur between the date of the execution of this
Agreement and the Closing Date.
Section 1.06 Directors and Officers. Prior to the Closing, the current
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directors and officers of the Company shall resign and be replaced by Murray
Fleming and Randy White, who shall authorize, approve and carry out, in all
respects, on behalf of the Company, all of the transactions contemplated hereby,
including the execution of this Agreement and related documents by and on behalf
of the Company.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY
Subject to all of the terms, conditions and provisions of this Agreement,
the Company hereby represents and warrants to Integrated and the Integrated
Shareholders, as of the date hereof and as of the Closing, as follows:
Section 2.01. The Integrated Shares. The Company owns, possesses and
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has good and marketable title to the Integrated Shares free and clear of any and
all mortgages, liens, pledges, charges, security interests, options,
encumbrances, actions, claims or demands of any nature whatsoever or howsoever
arising.
Section 2.02. Authority. The Company has all requisite power and
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authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and thereby. The Company has duly and validly
executed and delivered this Agreement and, assuming the due authorization,
execution and delivery of this Agreement by the other Parties hereto and
thereto, this Agreement constitutes the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and general equitable principles.
Section 2.03. No Conflict. The execution and delivery by the Company of
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this Agreement and the consummation of the transactions contemplated hereby and
thereby do not and shall not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law; or (b) constitute a breach or
violation of any provision contained in the Articles of Incorporation or Bylaws
of the Company; or (c) constitute a breach of any provision contained in, or a
default under, any governmental approval, any writ, injunction, order, judgment
or decree of any governmental authority or any contract to which the Company is
a party or by which the Company is bound or affected.
Section 2.04. Consents and Approvals. No governmental approvals and no
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notifications, filings or registrations to or with any governmental authority or
any other person is or will be necessary for the valid execution and delivery by
the Company of this Agreement and the closing documents to which it is a party,
or the consummation of the transactions contemplated hereby or thereby, or the
enforceability hereof or thereof, other than those which have been obtained or
made and are in full force and effect.
Section 2.05. Litigation. There are no claims pending or, to the
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knowledge of the Company, threatened, and the Company has no knowledge of the
basis for any claim, which either alone or in the aggregate, seeks to restrain
or enjoin the execution and delivery of this Agreement or the consummation of
any of the transactions contemplated hereby or thereby. There are no judgments
or outstanding orders, injunctions, decrees, stipulations or awards against the
Company which prohibit or restrict, or could reasonably be expected to result in
any delay of, the consummation of the transactions contemplated by this
Agreement.
Section 2.06. Brokers, Finders and Financial Advisors. No broker, finder
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or financial advisor has acted for the Company in connection with this Agreement
or the transactions contemplated hereby or thereby, and no broker, finder or
financial advisor is entitled to any broker's, finder's or financial advisor's
fee or other commission in respect thereof based in any way on any contract with
the Company
ARTICLE III
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF INTEGRATED AND THE INTEGRATED
SHAREHOLDERS
Subject to all of the terms, conditions and provisions of this Agreement,
Integrated and the Integrated Shareholders hereby represent and warrant to the
Company, as of the date hereof and as of the Closing, as follows:
Section 3.01. Authority. Integrated and the Integrated Shareholders have
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all requisite power and authority, corporate or otherwise, to execute and
deliver this Agreement and to consummate the transactions contemplated hereby
and thereby. Integrated and the Integrated Shareholders have duly and validly
executed and delivered this Agreement and will, on or prior to the Closing,
execute, such other documents as may be required hereunder and, assuming the due
authorization, execution and delivery of this Agreement by the Parties hereto
and thereto, this Agreement constitutes, the legal, valid and binding obligation
of Integrated and the Integrated Shareholders enforceable against Integrated and
the Integrated Shareholders in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and general
equitable principles.
Section 3.02. No Conflict. The execution and delivery by Integrated and
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the Integrated Shareholders of this Agreement and the consummation of the
transactions contemplated hereby and thereby, do not and will not, by the lapse
of time, the giving of notice or otherwise: (a) constitute a violation of any
law; (b) constitute a breach of any provision contained in, or a default under,
any governmental approval, any writ, injunction, order, judgment or decree of
any governmental authority or any contract to which Integrated and the
Integrated Shareholders are a party; or (c) result in or require the creation of
any lien upon the shares of the Company's common stock.
Section 3.03. Consents and Approvals. No governmental approvals and no
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notifications, filings or registrations to or with any governmental authority or
any other person is or will be necessary for the valid execution and delivery by
Integrated and the Integrated Shareholders of this Agreement or the consummation
of the transactions contemplated hereby or thereby, or the enforceability hereof
or thereof, other than those which have been obtained or made and are in full
force and effect.
Section 3.04. Litigation. There are no claims pending or, to the
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knowledge of Integrated and the Integrated Shareholders, threatened against or
affecting the shares of the Company's common stock held by the Integrated
Shareholders before or by any governmental authority or any other person.
Integrated and the Integrated Shareholders have no knowledge of the basis for
any claim, which alone or in the aggregate: (a) could reasonably be expected to
result in any liability with respect to the shares of the Company's common stock
held by the Integrated Shareholders; or (b) seeks to restrain or enjoin the
execution and delivery of this Agreement or the consummation of any of the
transactions contemplated hereby or thereby. There are no judgments or
outstanding orders, injunctions, decrees, stipulations or awards against
Integrated and the Integrated Shareholders with respect to the Shares of the
Company's common stock held by the Integrated Shareholders.
Section 3.05. Brokers, Finders and Financial Advisors. No broker, finder
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or financial advisor has acted for Integrated or the Integrated Shareholders in
connection with this Agreement or the transactions contemplated hereby or
thereby, and no broker, finder or financial advisor is entitled to any broker's,
finder's or financial advisor's fee or other commission in respect thereof based
in any way on any contract with Integrated or the Integrated Shareholders.
Section 3.06. Ownership. Lee and Hwang each represent and warrant that
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they own 33,227,743 and 686,645 post-Stock Split shares, respectively, of the
Company's common stock prior to the execution of this Agreement and the
consummation of the transactions contemplated hereunder.
ARTICLE IV
CONDITIONS PRECENDENT
Section 4.01. Conditions to Obligations of each of the Parties. The
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respective obligations of each party to consummate the transactions contemplated
hereby shall be subject to the fulfillment at or prior to the Closing of the
following conditions: (a) no preliminary or permanent injunction or other order,
decree or ruling which prevents the consummation of the transactions
contemplated by this Agreement shall have been issued and remain in effect; (b)
no claim shall have been asserted, threatened or commenced and no law shall have
been enacted, promulgated or issued which would reasonably be expected to (i)
prohibit the exchange and transfer of the shares of the Company's common stock
by the Integrated Shareholders, or in the case of the Company, the retention,
cancellation or future issuance of such shares, the retention of the Business by
Integrated, or the consummation of the transactions contemplated by this
Agreement or (ii) make the consummation of any such transactions illegal; and
(c) all approvals legally required for the consummation of the transactions
contemplated by this Agreement shall have been obtained and be in full force and
effect at the Closing.
Section 4.02. Conditions to Obligations of the Company. The obligations of
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the Company to consummate the transactions contemplated hereby shall be subject
to the fulfillment at or prior to the Closing Date of the following additional
conditions, except as the Company may waive in writing: (a) the Integrated
Shareholders shall have complied with and performed in all material respects all
of the terms, covenants, agreements and conditions contained in this Agreement
which are required to be complied with and performed on or prior to Closing; and
(b) the representations and warranties of the Integrated Shareholders in this
Agreement shall have been true and correct on the date hereof or thereof, as
applicable, and such representations and warranties shall be true and correct on
and at the Closing (except those, if any, expressly stated to be true and
correct at an earlier date), with the same force and effect as though such
representations and warranties had been made on and at the Closing. Each of the
above conditions is for the sole benefit of the Company and may be waived in
writing by the Company. In the event that any of the above conditions have not
been satisfied at Closing, the Company may elect to terminate this Agreement and
will have no further liability to Integrated or the Integrated Shareholders.
Section 4.03. Conditions to Obligations of Integrated and the Integrated
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Shareholders. The obligations of Integrated and the Integrated Shareholders to
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consummate the transactions contemplated hereby shall be subject to the
fulfillment at or prior to Closing of the following additional conditions,
except as Integrated and the Integrated Shareholders may waive in writing: (a)
the Company shall have complied with and performed in all material respects all
of the terms, covenants, agreements and conditions contained in this Agreement
which are required to be complied with and performed on or prior to Closing; and
(b) the representations and warranties of the Company in this Agreement shall
have been true and correct on the date hereof or thereof, as applicable, and
such representations and warranties shall be true and correct on and at the
Closing (except those, if any, expressly stated to be true and correct at an
earlier date), with the same force and effect as though such representations and
warranties had been made on and at the Closing. Each of the above conditions is
for the sole benefit of Integrated and the Integrated Shareholders and may be
waived in writing by Integrated and the Integrated Shareholders. In the event
that any of the above conditions have not been satisfied at Closing, Integrated
and the Integrated Shareholders may elect to terminate this Agreement and will
have no further liability to the Company.
ARTICLE V
INDEMNIFICATION
Notwithstanding anything to the contrary provided herein and/or elsewhere, the
Company agrees, for itself and its affiliates, that it/they shall indemnify and
hold harmless each of the Integrated Shareholders, Integrated, WTR, each of
their respective, as the case may be, officers, directors, shareholders and
agents (including attorneys, independent auditors and accountants), successors
and assigns and their respective officers, directors, shareholders, employees
and agents, against, and in respect of, any and all direct and/or indirect
damages, claims, losses, liabilities and expenses, including, without
limitation, reasonable legal, accounting and other expenses (including court
costs), which may arise out of or relate to any matter relating directly and/or
indirectly to this Agreement and the past, present and future actions and/or
transactions discussed and contemplated hereby including, but not limited to,
(i) the Prior Transactions (except for the WTR Debt) and/or the Acquisitions,
(ii) SEC, NASD, governmental, quasi-governmental, self-regulatory and/or other
investigations; (iii) this Agreement and the actions contemplated hereby; (iv)
any liability arising from a breach by the Company and/or any of its affiliates;
and (v) any liability arising from any action or failure to act by the Company
and/or any of its affiliates. Upon obtaining knowledge thereof, the party to be
indemnified (the "INDEMNIFIED PARTY") shall promptly notify the Integrated or
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the Integrated Shareholders (the "INDEMNIFYING PARTY") in writing of any damage,
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claim, loss, liability or expense which the Indemnified Party has determined has
given rise or could give rise to a claim under this Article V (such written
notice being hereinafter referred to as a "NOTICE OF CLAIM"). A Notice of Claim
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shall contain a brief description of the nature and estimated amount of any such
claim giving rise to a right of indemnification. With respect to any claim or
demand set forth in a Notice of Claim relating to a third party claim, the
Indemnifying Party may defend, in good faith and at its expense, any such claim
or demand, and the Indemnified Party, at its expense, shall have the right to
participate in the defense of any such third party claim. So long as the
Indemnifying Party is defending in good faith any such third party claim, the
Indemnified Party shall not settle or compromise such third party claim. If the
Indemnifying Party does not so elect to defend any such third party claim, the
Indemnified Party shall have no obligation to do so.
ARTICLE V
MISCELLANEOUS
Section 5.01. Notices. Any and all notices, requests or other
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communications hereunder shall be given in writing and delivered by: (a)
regular, overnight or registered or certified mail (return receipt requested),
with first class postage prepaid; (b) hand delivery; (c) facsimile transmission;
or (d) overnight courier service, to the Parties at the following addresses or
facsimile numbers:
(i) if to the Company, to: Integrated Security Technologies, Inc.
A Nevada Corporation
PO Box 2536
349 West Georgia St.
Vancouver BC V6B 3W8
(ii) if to Integrated, to: Integrated Security Technologies, Inc.
A New Jersey Corporation
156 5th Avenue, Suite 1034
New York, New York 10010
(iii) if to Integrated Shareholders, to: James Lee
156 5th Avenue, Suite 1034
New York, New York 10010
(iv) if to WTR, to: James Lee
156 5th Avenue, Suite 1034
New York, New York 10010
Copies to: Lawrence G. Nusbaum, Esq.
Gusrae, Kaplan, Bruno & Nusbaum PLLC
120 Wall Street
New York, New York 10005
or at such other address or number as shall be designated by either of the
Parties in a notice to the other party given in accordance with this Section
5.01. Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly given: (A) in the case of a notice sent by
regular or registered or certified mail, three business days after it is duly
deposited in the mails; (B) in the case of a notice delivered by hand, when
personally delivered; (C) in the case of a notice sent by facsimile, upon
transmission subject to telephone confirmation of receipt; and (D) in the case
of a notice sent by overnight mail or overnight courier service, the next
business day after such notice is mailed or delivered to such courier, in each
case given or addressed as aforesaid.
Section 5.02. Benefit and Burden. This Agreement shall inure to the
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benefit of, and shall be binding upon, the Parties hereto and their successors
and permitted assigns.
Section 5.03. No Third Party Rights. Nothing in this Agreement shall be
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deemed to create any right in any creditor or other person not a party hereto
and this Agreement shall not be construed in any respect to be a contract in
whole or in part for the benefit of any third party (other than the Indemnified
Party).
Section 5.04. Amendments and Waiver. No amendment, modification,
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restatement or supplement of this Agreement shall be valid unless the same is in
writing and signed by the Parties hereto. No waiver of any provision of this
Agreement shall be valid unless in writing and signed by the party against whom
that waiver is sought to be enforced.
Section 5.05. Assignments. The Company may assign any of its rights,
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interests and obligations under this Agreement and must notify Integrated and
the Integrated Shareholders in writing. Integrated and the Integrated
Shareholders may assign any of their rights and interests, but not their
obligations, under this Agreement and must notify the Company in writing of any
assignment of their rights or interests.
Section 5.06. Counterparts. This Agreement may be executed in
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counterparts and by the different Parties in separate counterparts, each of
which when so executed shall be deemed an original and all of which taken
together shall constitute one and the same agreement.
Section 5.07. Captions and Headings. The captions and headings contained
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in this Agreement are inserted and included solely for convenience and shall not
be considered or given any effect in construing the provisions hereof if any
question of intent should arise.
Section 5.08. Construction. The Parties acknowledge that each of them has
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had the benefit of legal counsel of its own choice and has been afforded an
opportunity to review this Agreement with its legal counsel and that this
Agreement shall be construed as if jointly drafted by the Parties hereto.
Section 5.09. Severability. Should any clause, sentence, paragraph,
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subsection, Section or Article of this Agreement be judicially declared to be
invalid, unenforceable or void, such decision will not have the effect of
invalidating or voiding the remainder of this Agreement, and the Parties agree
that the part or parts of this Agreement so held to be invalid, unenforceable or
void will be deemed to have been stricken herefrom by the Parties, and the
remainder will have the same force and effectiveness as if such stricken part or
parts had never been included herein.
Section 5.10. Remedies. The Parties agree that the covenants and
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obligations contained in this Agreement relate to special, unique and
extraordinary matters and that a violation of any of the terms hereof or thereof
would cause irreparable injury in an amount which would be impossible to
estimate or determine and for which any remedy at law would be inadequate. As
such, the Parties agree that if either party fails or refuses to fulfill any of
its obligations under this Agreement or to make any payment or deliver any
instrument required hereunder or thereunder, then the other party shall have the
remedy of specific performance, which remedy shall be cumulative and
nonexclusive and shall be in addition to any other rights and remedies otherwise
available under any other contract or at law or in equity and to which such
party might be entitled.
Section 5.11. Applicable Law, Etc. This Agreement shall be governed by
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and construed in accordance with the internal laws of the State of New York
without regard to the conflicts of laws principles thereof. The parties hereto
hereby irrevocably agree that any suit or proceeding arising directly and/or
indirectly pursuant to or under this Agreement, shall be brought solely in a
federal or state court located in the City, County and State of New York. By its
execution hereof, the parties hereby covenant and irrevocably submit to the in
personam jurisdiction of the federal and state courts located in the City,
County and State of New York and agree that any process in any such action may
be served upon any of them personally, or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same full force and
effect as if personally served upon them in New York City. The parties hereto
expressly and irrevocably waive any claim that any such jurisdiction is not a
convenient forum for any such suit or proceeding and any defense or lack of in
personam jurisdiction with respect thereto. In the event of any such action or
proceeding, the party prevailing therein shall be entitled to payment from the
other party hereto of its reasonable counsel fees and disbursements.
Section 5.12. Expenses; Prevailing Party Costs. The Company, Integrated
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and the Integrated Shareholders shall pay their own expenses incident to this
Agreement and the transactions contemplated hereby and thereby, including all
legal and accounting fees and disbursements. Notwithstanding anything contained
herein or therein to the contrary, if any party commences an action against
another party to enforce any of the terms, covenants, conditions or provisions
of this Agreement, or because of a breach by a party of its obligations under
this Agreement, the prevailing party in any such action shall be entitled to
recover its losses, including reasonable attorneys' fees, incurred in connection
with the prosecution or defense of such action, from the losing party.
Section 5.13. Entire Agreement. This Agreement set forth all of the
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promises, agreements, conditions, understandings, warranties and representations
among the Parties with respect to the transactions contemplated hereby and
thereby, and supersede all prior agreements, arrangements and understandings
between the Parties, whether written, oral or otherwise, other than EXHIBIT D to
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this Agreement.
Section 5.14. Faxed Signatures. For purposes of this Agreement, a
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faxed signature shall constitute an original signature.
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the
day and year first above written.
Integrated Security Technology, Inc.
A Nevada Corporation
(Formerly Iguana Ventures Ltd.)
/s/ Murray Fleming
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Chief Executive Officer
Integrated Security Technology, Inc.
A New Jersey Corporation
/s/ James Lee
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James Lee
Chief Executive Officer
/s/ James Lee
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James Lee
Individually
/s/ Christie Hwang
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Christie Hwang
Individually
Worldwide Trade Resources, Inc.
/s/ James Lee
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James Lee
Chief Executive Officer