-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZ6AsL91HV18DM4mhiFLLL/VPpvadlWehBE/u1NHN8AGaoCShQznXUP63cDqJvbg dWRByFy0W+DUYaxQmutdEg== 0000950147-98-000646.txt : 19980818 0000950147-98-000646.hdr.sgml : 19980818 ACCESSION NUMBER: 0000950147-98-000646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980731 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980817 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENTMART GROUP INC CENTRAL INDEX KEY: 0000849862 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 954585824 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-28417 FILM NUMBER: 98691875 BUSINESS ADDRESS: STREET 1: 192 SEARIDGE COURT CITY: SHELL BEACH STATE: CA ZIP: 93449 BUSINESS PHONE: 8057735350 FORMER COMPANY: FORMER CONFORMED NAME: ELGIN CORP DATE OF NAME CHANGE: 19980407 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 31, 1998 ---------------------- SITEK, Incorporated (Formerly known as DentMart Group, Inc. and Elgin Corporation) - -------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 33-28417 95-4585824 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 1817 West 4th Street, Tempe, Arizona 85281 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (602) 921-8555 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) DentMart Group, Inc., 192 Searidge Court, Shell Beach, California 93449 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 1. Changes in Control of Registrant -------------------------------- (a) 1. Effective July 31, 1998, pursuant to the terms of a Stock Purchase and Exchange Agreement dated as of the 14th day of July, 1998, which became effective on July 31, 1998 (the "Exchange Agreement") SITEK, Incorporated, a Delaware corporation (the "Registrant" or "SITEK"), acquired all of the issued and outstanding common stock of CMP Solutions, Inc., an Arizona corporation ("CMP"), in exchange for 9,200,000 shares, or approximately 75.2% of the common capital stock of the Registrant. The terms of the acquisition are more fully described in the Exchange Agreement, a copy of which is attached as Exhibit 10.1 hereto. The Registrant's shares were issued to the shareholders of CMP in the respective numbers of shares set forth opposite the name of each. Immediately following this exchange, the recipients owned the percentage set opposite their names of the common capital stock of the Registrant. No. of Shares Name of Common Stock % of Common Stock - --------------- --------------- ----------------- Julian Gates 1,186,200 9.7% Mark G. Simon 1,186,200 9.7% Vince Birdwell 952,054 7.8% Paul Burke 539,463 4.4% Don Jackson, Jr. 1,186,200 9.7% Paul Jackson 1,186,200 9.7% Parag Modi 1,186,200 9.7% Kevin Jackson 948,960 7.8% Lowell R. Myers 189,792 1.6% Peter Wilson 638,731 5.2% 2. In connection with the Exchange Agreement, Mark A. DiSalvo resigned as the sole officer and director of the Registrant, effective July 31, 1998. Mr. Don Jackson, Jr. was elected as a member of the board of directors, president and chief executive officer and Mr. Paul Jackson was elected secretary of the Registrant on July 31, 1998. Paul Jackson is the son of Don Jackson, Jr. (b) There are no arrangements known to the Registrant, including any pledge by any person of securities of Registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of Registrant. Item 2. Acquisition and Disposition of Assets. -------------------------------------- Pursuant to the terms of the Exchange Agreement, the Registrant acquired all of the outstanding shares of common stock of CMP, agreed to pay Mark A. DiSalvo $125,000 for his efforts in negotiating and completing the Exchange Agreement and entered into a registration rights 2 agreement with the CMP shareholders (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, under certain conditions the CMP shareholders can cause the Registrant, at its expense, to include their shares of the Registrant's common stock in any registration of the Registrant's common stock under the Securities Act of 1993. The terms of the CMP shareholders' registration rights are more fully described in the Registration Rights Agreement, a copy of which is attached as Exhibit 10.2 below. The terms of the acquisition are more fully described in the Exchange Agreement, a copy of which is attached as Exhibit 10.1 hereto. CMP is engaged in the businesses of consulting, manufacturing, software, marketing and sales in the semiconductor equipment industry. The Registrant intends to continue the same businesses. Item 5. Other Events ------------ On July 14, 1998, to effectuate a change of domicile to Delaware from Colorado, DentMart Group, Inc., a Colorado corporation ("DentMart"), merged with SITEK, a wholly owned subsidiary of DentMart. In connection with this redomestication merger, each shareholder of DentMart received one share of SITEK's common stock for every 1.65 shares of DentMart's common stock, effecting a one-for-1.65 reverse stock split. A copy of the Certificate of Ownership and Merger, including the Plan and Agreement of Merger is attached as Exhibit 2.1. A copy of the Articles of Merger or Share Exchange filed in the State of Colorado is attached as Exhibit 2.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. -------------------------------------------------------------- a) Financial Statements of Businesses Acquired It is impracticable to provide the required financial information at the time of the filing of this report. The required financial information will be filed no later than 60 days after this report on Form 8-K for the acquisition of CMP must be filed. c) Exhibits 2.1 A copy of the Certificate of Ownership and Merger merging DentMart into SITEK, including the Plan and Agreement of Merger, is attached as Exhibit 2.1. 2.2 A copy of the Articles of Merger or Share Exchange filed in the State of Colorado is attached as Exhibit 2.2. 3 3.1 A copy of the Articles of Incorporation of SITEK, Incorporated is attached as Exhibit 3.1. 10.1 A copy of the Exchange Agreement is attached as Exhibit 10.1. 10.2 A copy of the Registration Rights Agreement is attached as Exhibit 10.2. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SITEK, Incorporated (Registrant) Date: July 31, 1998 By: /s/ Don Jackson, Jr. --------------------- Don Jackson, Jr., President, Director and Chief Executive Officer 4 EX-2.1 2 CERTIFICATE OF OWNERSHIP AND MERGER EXHIBIT 2.1 CERTIFICATE OF OWNERSHIP AND MERGER MERGING DENTMART GROUP, INC. A COLORADO CORPORATION INTO SITEK, INCORPORATED A DELAWARE CORPORATION Dentmart Group, Inc., a corporation organized and existing under the laws of the State of Colorado, DOES HEREBY CERTIFY: FIRST: That this corporation was incorporated on the 16th day of January, 1991, pursuant to the Colorado Business Corporation Act of the State of Colorado, the provisions of which permit the merger of a parent corporation of said state into a subsidiary corporation organized and existing under the laws of another state. SECOND: That this corporation owns all of the outstanding shares of the stock of SITEK, Incorporated, a corporation incorporated on the 30th day of June, 1998, pursuant to the Delaware Corporation Law of the State of Delaware. THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 10th day of July, 1998, determined to and did merge itself into said SITEK, Incorporated: RESOLVED, that Dentmart Group, Inc. merge, and it hereby does merge itself into said SITEK, Incorporated and SITEK, Incorporated does hereby assume all the obligations of Dentmart Group, Inc.; FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware. FURTHER RESOLVED, that the terms and conditions of the merger are as follows: SITEK, INCORPORATED TO SUCCEED TO PROPERTIES AND OBLIGATIONS OF CONSTITUENT CORPORATIONS. Upon the effective date of the merger, the separate existence of Dentmart Group, Inc. shall cease and SITEK, Incorporated shall continue in existence as the surviving corporation; whereupon, without further act or deed, all the property, real, personal and mixed, and franchises of Dentmart Group, Inc. and SITEK, Incorporated, and all debts due on whatever account of either of them, including choses in action belonging to either of them, shall be taken and deemed to be transferred to and vested in SITEK, Incorporated.. The liabilities and obligations for Dentmart Group, Inc. and SITEK, Incorporated shall not be affected, nor shall the rights of creditors thereof or of any persons dealing with such corporations, or any liens upon the property of such corporations, be impaired by the merger, and any existing claim of either of such corporations may be prosecuted to judgment as if the merger had not taken place, or SITEK, Incorporated may be proceeded against or substituted in its place. FURTHER ACTION. If at any time Dentmart Group, Inc. or SITEK, Incorporated shall consider or be advised that any further assignments, conveyances or assurances in law are necessary or desirable to carry out the provisions hereof, the proper officers and directors of Dentmart Group, Inc. and SITEK, Incorporated shall execute and deliver any and all proper deeds, assignments and assurances in law, and do all things necessary or proper to carry out the provisions hereof. CONVERSION OF STOCK. On the effective date of the merger as set forth above, all of the issued and outstanding shares of stock of SITEK, Incorporated held in the name of Dentmart Group, Inc. shall be canceled, and the issued and outstanding Common Stock, par value $.001, of Dentmart Group, Inc. shall be converted into shares of common stock, par value $.005, of SITEK, Incorporated as follows: each holder of common stock of Dentmart Group, Inc. shall be entitled to receive one (1) share of the Common Stock, par value $.005, of SITEK, Incorporated for each one and sixty-five hundredths (1.65) shares of common stock, par value $.001, so held in Dentmart Group, Inc. Certificates evidencing the number of shares of stock held by a shareholder in SITEK, Incorporated shall be delivered as soon as practicable after surrender by such shareholder of certificates evidencing all shares of stock held in Dentmart Group, Inc. BOARD OF DIRECTORS AND OFFICERS. On the effective date of the merger, the officers and members of the Board of Directors of Dentmart Group, Inc. shall resign, and the officers and members of the Board of Directors of SITEK, Incorporated shall continue in office. The officers and members of the Board of Directors of SITEK, Incorporated, and the respective positions that they hold, shall not be changed or in any way affected by the merger. FURTHER RESOLVED, that the proper officer of this corporation be and he or she is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Dentmart Group, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger. FOURTH: The plan of merger is as set forth in the Plan and Agreement of Merger by and between Dentmart Group, Inc. and SITEK, Incorporated, a true and complete copy of which is attached hereto as Exhibit A and by this reference incorporated herein. FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Dentmart Group, Inc., at any time prior to the time that this merger filed with the Secretary of State becomes effective. IN WITNESS WHEREOF, said Dentmart Group, Inc. has caused this Certificate to be signed by Mark A. DiSalvo, its president, this 10th day of July, 1998. DENTMART GROUP, INC. By: /s/ Mark A. DiSalvo -------------------------- Mark A. DiSalvo, President EXHIBIT A to Certificate of Merger ---------------------------------- PLAN AND AGREEMENT OF MERGER This PLAN AND AGREEMENT OF MERGER (this "Plan and Agreement of Merger") is made as of the 10th day of July, 1998, by and between SITEK, Incorporated, a Delaware corporation (the "Subsidiary Corporation"), and Dentmart Group, Inc., a Colorado corporation (the "Parent Corporation"). WHEREAS, it is in the best interests of the Parent Corporation to effect a change of domicile from Colorado to Delaware; and WHEREAS, the Subsidiary Corporation was formed for the express purpose of effecting said change of domicile from Colorado to Delaware; and WHEREAS, the Parent Corporation is authorized to issue 5,000,000 (five million) shares of Common Stock, par value $.001 per share, of which 4,999,983 are issued and outstanding as of the date hereof and 2,000,000 (two million) shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding as of the date hereof; and WHEREAS, the Subsidiary Corporation is authorized to issue 50,000,000 (fifty million) shares of Common Stock, par value $.005 per share, of which 100 (one hundred) shares are issued and outstanding as of the date hereof and 2,000,000 (two million) shares of Preferred Stock, par value $.01 per share, none of which are issued and outstanding as of the date hereof; and WHEREAS, the Parent Corporation owns all 100 (one hundred) shares of the issued and outstanding stock of the Subsidiary Corporation. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, it is agreed as follows: 1. MERGER. Upon the terms set forth herein, the Parent Corporation shall be merged with and into the Subsidiary Corporation, and the Subsidiary Corporation shall be the surviving corporation pursuant to the terms and provisions of this Plan and Agreement of Merger in accordance with the laws of the State of Delaware and the State of Colorado. The Certificate of Incorporation of the Subsidiary Corporation shall continue in effect and shall be its Certificate of Incorporation. 2. SITEK, INCORPORATED TO SUCCEED TO PROPERTIES AND OBLIGATIONS OF CONSTITUENT CORPORATIONS. Upon the effective date of the merger, the separate existence of the Parent Corporation shall cease and the Subsidiary Corporation shall continue in existence as the surviving corporation; whereupon, without further act or deed, all the property, real, personal and mixed, and franchises of the Parent Corporation and the Subsidiary Corporation, and all debts due on whatever account of either of them, including choses in action belonging to either of them, shall be taken and deemed to be transferred to and vested in the Subsidiary Corporation. The liabilities and obligations of the Parent Corporation and the Subsidiary Corporation shall not be affected, nor shall the rights of creditors thereof or of any persons dealing with such corporations, or any liens upon the property of such corporations, be impaired by the merger, and any existing claim of either of such corporations may be prosecuted to judgment as if the merger had not taken place, or the Subsidiary Corporation may be proceeded against or substituted in its place. 3. FURTHER ACTION. If at any time Parent Corporation or Subsidiary Corporation shall consider or be advised that any further assignments, conveyances or assurances in law are necessary or desirable to carry out the provisions hereof, the proper officers and directors of the Parent Corporation and the Subsidiary Corporation shall execute and deliver any and all proper deeds, assignments and assurances in law, and do all things necessary or proper to carry out the provisions hereof. 4. CONVERSION OF STOCK. On the effective date of the merger as set forth below, all of the issued and outstanding shares of stock of the Subsidiary Corporation held in the name of the Parent Corporation shall be canceled, and the issued and outstanding Common Stock, par value $.001, of the Parent Corporation shall be converted into shares of common stock, par value $.005, of the Subsidiary Corporation as follows: each holder of common stock of the Parent Corporation shall be entitled to receive one (1) share of the Common Stock, par value $.005, of the Subsidiary Corporation for each one and sixty-five hundredths (1.65) shares of common stock, par value $.001, so held in the Parent Corporation. Certificates evidencing the number of shares of stock held by a shareholder in the Subsidiary Corporation shall be delivered as soon as practicable after surrender by such shareholder of certificates evidencing all shares of stock held in the Parent Corporation. 5. EFFECTIVE DATE. This Plan and Agreement of Merger and the merger herein provided for shall become effective and the separate existence of the Parent Corporation, except insofar as it may be deemed continued by statute, shall cease as soon as this Plan and Agreement of Merger shall have been adopted, approved, signed, and acknowledged in accordance with the laws of the State of Delaware and the State of Colorado and certificates of its adoption and approval shall have been executed in accordance with such laws; and this Plan and Agreement of Merger shall have been filed in the office of the Secretary of State of the State of Delaware and in the office of the Secretary of State of the State of Colorado. 6. BOARD OF DIRECTORS AND OFFICERS. On the effective date of the merger, the officers and members of the Board of Directors of the Parent Corporation shall resign, and the officers and members of the Board of Directors of the Subsidiary Corporation shall continue in office. The officers and members of the Board of Directors of the Subsidiary Corporation, and the respective positions that they hold, shall not be changed or in any way affected by the merger. 7. SERVICE OF PROCESS. The Subsidiary Corporation agrees that it may be served with process in the State of Colorado in any proceeding for enforcement of any obligation of the Parent Corporation, as well as for enforcement of any obligation of the Subsidiary Corporation arising from the merger, including any suit or other proceeding to enforce the right of any shareholders as determined in appraisal proceedings and the Subsidiary Corporation does hereby irrevocably appoint the Secretary of State of Colorado as its agent to accept service of process in any such suit or other proceedings. A copy of such process shall be mailed by the Secretary of State of the State of Colorado to the following address: SITEK, Incorporated Mark A. DiSalvo 192 Searidge Court Shell Beach, CA 93449 8. ABANDONMENT. This Plan and Agreement of Merger may be abandoned by the mutual consent of the parties hereto, acting each by its Board of Directors, at any time prior to the effective date of the merger. Upon abandonment, this Plan and Agreement of Merger shall become wholly void and of no effect and there shall be no further liability or obligation hereunder on the part of either of the parties hereto or its respective Board of Directors or shareholders. 9. COUNTERPARTS. This Plan and Agreement of Merger may be executed in any number of counterparts, each of which shall constitute an original instrument. IN WITNESS WHEREOF, the parties to this Plan and Agreement of Merger have duly executed it on the day and year first above written. DENTMART GROUP, INC. SITEK, INCORPORATED By: /s/ Mark A. DiSalvo By: /s/ Mark A. DiSalvo -------------------------- -------------------------- Mark A. DiSalvo, President Mark A. DiSalvo, President I, Mark A. DiSalvo, Secretary of SITEK, Incorporated, a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary, that the Plan and Agreement of Merger to which this Certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of Dentmart Group, Inc., a corporation of the State of Colorado, was duly adopted pursuant to Section 228 of Title 8 of the Delaware Code by the unanimous written consent of the stockholders holding 100 shares of the capital stock of the corporation, same being all of the shares issued and outstanding having voting power, by which the Plan and Agreement of Merger was thereby adopted as the act of the stockholders of said SITEK, Incorporated and the duly adopted agreement and act of the said corporation. WITNESS my hand on this 10th day of July, 1998. /s/ Mark A. DiSalvo -------------------------- Mark A. DiSalvo, Secretary EX-2.2 3 ARTICLES OF MERGER OR SHARE EXCHANGE EXHIBIT 2.2 STATE OF COLORADO ARTICLES OF MERGER OR SHARE EXCHANGE These same articles are made in accordance with Title 7, Article 111 of the Colorado Revised Statutes. 1. The name of the surviving corporation is: SITEK, Incorporated 2. The address of the surviving corporation is: Corporation Trust Center 1209 Orange Street Wilmington, Delaware 3. The merger plan is as follows: Dentmart Group, Inc., a Colorado corporation, shall be merged with and into SITEK, Incorporated, its wholly owned subsidiary for the purpose of changing the domicile of the Corporation from Colorado to Delaware. The Certificate of Incorporation of SITEK, Incorporated shall continue in effect and shall be its Certificate of Incorporation. 4. The number of shareholder votes required to approve the plan of merger were cast by the shareholders of each corporation involved in this merger. 5. Immediately before the merger, Dentmart Group, Inc. owned at least 90% of the outstanding stock shares of each class of SITEK, Incorporated. 6. The effective date of the merger is the date of filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. 7. The street address of the Registered Office for Dentmart Group, Inc. in the State of Colorado and the name of its registered agent at such address is The Corporation Company, 1675 Broadway, Denver, Colorado 80202. Dated: July 10, 1998 DENTMART GROUP, INC. /s/ Mark A. Di Salvo -------------------------- Mark A. DiSalvo, President Dated: July 10, 1998 SITEK, INCORPORATED /s/ Mark A. Di Salvo -------------------------- Mark A. DiSalvo, President EX-3.1 4 CERTIFICATE OF INCORPORATION EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF SITEK, INCORPORATED * * * * * 1. The name of the corporation is SITEK, INCORPORATED. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is: Fifty-Two Million (52,000,000) of which stock Fifty Million (50,000,000) shares of the par value of No Dollars and 5/100th Cents ($0.005), shall be Common stock and of which Two Million (2,000,000) shares of the par value of No Dollars and One Cents ($0.01) shall be Preferred stock. 5. The name and mailing address of each incorporator is as follows: Name MAILING ADDRESS --------------- --------------------------------------- P. Akwei 818 W. Seventh Street, Los Angeles, CA 90017 The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows: Name MAILING ADDRESS --------------- --------------------------------------- Mark A. DiSalvo 102 Searidge Court, Shell Beach, CA 93449 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation. 8. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this Twenty-Ninth day of June, 1998. /s/ P. Akwei ---------------------------- P. Akwei, Incorporator EX-10.1 5 STOCK PURCHASE AND EXCHANGE AGREEMENT EXHIBIT 10.1 STOCK PURCHASE AND EXCHANGE AGREEMENT ------------------------------------- THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 14th day of July 1998, by and between Dentmart Group, Inc., a Colorado corporation (the "Company"), and the individuals whose names appear on the signature page hereof. A. The Company has authorized a 1 for 1.65 reverse stock split (the "Reverse Stock Split") and an increase in the number of authorized shares of common stock of the Company (the "Authorized Share Increase"). The Company has authorized a merger (the "Merger") with its wholly-owned subsidiary, SITEK, Incorporated, a Delaware corporation, in order to change the State of Incorporation to Delaware and the name of the Company to SITEK, Incorporated, to effect the Reverse Stock Split and the Authorized Share Increase. Upon execution of this Agreement, the documents required to effect the Merger (drafts of which have been approved by all parties and pre-cleared by the state authorities) will be filed with the States of Colorado and Delaware. Immediately following the Merger there will be approximately 3,030,800 shares of the Company's Common Stock, $.005 par value (the "Company's Common Stock"), issued and outstanding. B. CMP Solutions, Inc., an Arizona corporation ("CMP"), is a recently formed corporation whose issued and outstanding common stock (the "CMP Stock") is owned, beneficially and of record, by the individuals whose names appear on the signature page hereof (the "Purchasers"), who together own an aggregate of 1,000,000 shares of CMP Stock in the respective numbers of shares set forth opposite the name of each. C. The Company desires to issue and sell to the Purchasers, and each of them desires to purchase and acquire from the Company, shares of the Company's Common Stock, in consideration of the exchange therefor of all of the issued and outstanding shares of the CMP Stock, on the terms and subject to the conditions set forth herein; D. The parties hereto intend that the issuance of the shares of the Company's Common Stock in exchange for all of the CMP Stock shall qualify as a "tax-free" reorganization as contemplated by the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1954, as amended. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1 ARTICLE 1 1.1 Immediately upon the Merger becoming effective, the Company will sell, and each of the Purchasers will, severally and not jointly, purchase from the Company an aggregate of 9,200,000 of authorized and newly issued shares of the Company's Common Stock, with the number of shares to be purchased by each to be as set forth opposite his name on the signature page hereof in exchange for that respective number of shares of CMP Stock owned by each Purchaser which is set forth opposite his name on the signature page hereof. ARTICLE 2 CLOSING AND POST-CLOSING The consummation of the sale to and purchase by the Purchasers of the Company's Common Stock contemplated hereby (the "Closing") shall be effective upon final execution and delivery by all parties of this Agreement and each of the agreements and certificates specified in this Article 2 (the "Closing Date"). If the Closing fails to occur by July 31, 1998, or by such later date to which the Closing may be extended as provided hereinabove, this Agreement shall automatically terminate, all parties shall pay their own expenses incurred in connection herewith, and no party hereto shall have any further obligations hereunder; At the Closing, as conditions thereto, (a) The Company shall deliver, or cause to be delivered, to the Purchasers: (i) Certificates for the shares of the Company's Common Stock being purchased for their respective accounts, in form and substance reasonably satisfactory to the Purchasers and their counsel (these certificates will be delivered after the Merger becomes effective); (ii) The releases and other agreements specified in Section 6.3(c) below, if any; (iii) Resignations of the Company's officers and directors specified in Section 6.3(d) below; and (iv) The Registration Rights Agreements specified in Section 6.3(e) below. (v) Accurate and complete minutes containing all of the resolutions and minutes of the Company's Board and shareholders meetings. (b) The Purchasers shall deliver to the Company: 2 (i) A stock certificate or certificates evidencing the ownership of each Purchaser of all shares of CMP Stock owned by them, duly endorsed for transfer to the Company; (ii) The certificate of the Purchasers and CMP specified in Section 6.4(a) below; (iii) The certified resolutions of CMP specified in Section 6.4(b) below; (iv) The releases specified in Section 6.4(c) below; and (v) The Registration Rights Agreements referred to in Section 6.3(e) below. (c) Following the Closing, the Company will effect the Merger and the issuance of the shares of the Company's Common Stock to the Purchasers. The Company's present management and legal counsel will assist in reporting these events to the U.S. Securities and Exchange Commission on Form 8-K upon receipt of a written request from the Purchasers. (d) The Purchasers acknowledge that $125,000 is due to Mark DiSalvo from the Company and the Purchasers agree that Mr. DiSalvo will be paid out of any funds received by the Company or CMP, or both, from private placements, equity or debt financings, or any other source of equity funding. (e) Other than as otherwise allowed or contemplated by this Agreement, for a period of eighteen months from the Closing Date, no reverse stock split or other form of reorganization (other than the already approved Reverse Stock Split which is to be effected by the Company), which would have the effect of causing any portion of currently outstanding shares of the Company to be reduced to a smaller number or to be otherwise diluted, shall be authorized or completed, either as part of any merger transaction or for any other reason; provided that nothing in this Agreement prohibits or limits the Company in any manner from conducting private placements, public underwritings, mergers and acquisitions for reasonable value. ARTICLE 3 The Company hereby represents and warrants to the Purchasers, and each of them, as follows (it being acknowledged that the Purchasers are entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each of which constitutes a condition precedent to the obligations of the Purchasers hereunder): 3.1 The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, and is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which such qualification is required and where the failure to be so qualified would have a materially adverse effect upon the Company. The Company has all requisite corporate power and authority to conduct its business as now being conducted and 3 to own and lease the properties which it now owns and leases. The Articles of Incorporation as amended to date, certified by the Secretary of State of Colorado, and the Bylaws of the Company as amended to date, certified by the President and the Secretary of the Company, which have been delivered to the Purchasers prior to the execution hereof are true and complete copies thereof as in effect as of the date hereof. 3.2 The Company has full power, legal capacity and authority to enter into this Agreement, to execute all attendant documents and instruments necessary to consummate the transactions herein contemplated, and to issue and sell the Company's Common Stock to the Purchasers and to perform all of its obligations hereunder. This Agreement and all other agreements, documents and instruments to be executed in connection herewith have been effectively authorized by all necessary action, corporate or otherwise, on the part of the Company, which authorizations remain in full force and effect, have been duly executed and delivered by the Company, and no other corporate proceedings on the part of the Company are required to authorize this Agreement and the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of the Company and is enforceable with respect to the Company in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies. Neither the execution and delivery of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, or compliance with any of the provisions hereof, will (i) conflict with or result in a breach of, violation of, or default under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, credit agreement or other agreement, document, instrument or obligation (including, without limitation, any of its charter documents) to which the Company is a party or by which the Company or any of its assets or properties may be bound, or (ii) violate any judgment, order, injunction, decree, statute, rule or regulation (collectively, "Laws") applicable to the Company or any of the assets or properties of the Company. No authorization, consent or approval of any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement. 3.3 Subject to the disclosure on Exhibit A, attached hereto, following the Merger, the authorized capital stock of the Company will consist of 50,000,000 shares of Common Stock, $.005 par value (defined above as the "Company's Common Stock"), and 2,000,000 shares of Preferred Stock, $.01 par value. Following the Merger, there will be approximately 3,030,800 shares of the Company's Common Stock, $.005 par value (the "Company's Common Stock"), issued and outstanding and no shares of Preferred Stock issued or outstanding. Prior to the Closing no options will be granted pursuant to the Company's approved but not yet established incentive stock option plan. All of the outstanding shares of the Company's Common Stock have been and all of the Company's Common Stock to be issued and sold to the Purchasers pursuant to this Agreement will be, duly authorized, validly issued, fully paid and nonassessable. Except as set forth above in this Section 3.3, there are no warrants, options, calls, commitments or other rights to subscribe for or to purchase from the Company any capital stock of the Company or any securities convertible into or 4 exchangeable for any shares of capital stock of the Company, or any other securities or agreement pursuant to which the Company is or may become obligated to issue any shares of its capital stock, nor is there outstanding any commitment, obligation or agreement on the part of the Company to repurchase, redeem or otherwise acquire any outstanding shares of the Company's Common Stock. There currently are no rights, agreements or commitments of any character obligating the Company, contingently or otherwise, to register any shares of its capital stock under any applicable federal or state securities laws. All of the Company's Common Stock to be issued and sold to the Purchasers pursuant to this Agreement will be free and clear of (i) any lien, charge, mortgage, pledge, conditional sale agreement, or other encumbrance of any kind or nature whatsoever, and (ii) any claim as to ownership thereof or any rights, powers or interest therein by any third party, whether legal or beneficial, and whether based on contract, proxy or other document or otherwise. 3.4. Attached hereto as Exhibit B is a true and complete copies of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998, which contains the audited financial statements of the Company for the year ended March 31, 1998, reported upon by Gerald R. Perlstein, independent certified public accountant. Such financial statements (and the notes related thereto) are herein sometimes collectively referred to as the "Company Financial Statements," and the Company's balance sheet as of March 31, 1998 included therein is hereinafter sometimes referred to as the "Balance Sheet." The Company Financial Statements (i) are derived from the books and records of the Company, which books and records have been consistently maintained in a manner which reflects, and such books and records do fairly and accurately reflect, the assets and liabilities of the Company, (ii) fairly and accurately present the financial condition of the Company on the respective dates of such statements and the results of its operations for the periods indicated, except as may be disclosed in the notes thereto, and (iii) have been prepared in all material respects in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise disclosed in the notes thereto). The Company has made all filings with the Securities and Exchange Commission (the "SEC") that it has been required by law to make within the past the past three (3) years under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, the "Public Filings"). Each of the Public Filings has complied with the Securities Act and the Exchange Act in all material respects. None of the Public Filings, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has delivered to the Purchasers a correct and complete copy of the most recent Public Filing (as amended to date). The Company is in compliance with, in all material respects, the rules and regulations of each stock exchange on which the Company's stock is, or has at any time been, listed. 3.5 The Company has no subsidiaries and no investments, directly or indirectly, or other financial interest in any other corporation or business organization, joint venture or partnership of any kind whatsoever except as reflected in the Company Financial Statements. 5 3.6 Except as and to the extent reflected or reserved against in the Balance Sheet or disclosed in Exhibit C attached hereto, the Company has no liability(s), liens, encumbrances or obligation(s) (whether accrued, to become due, contingent or otherwise) which individually or in the aggregate could have a materially adverse effect on the business, assets, properties, condition (financial or otherwise) or prospects of the Company. 3.7 Except as disclosed in Exhibit C attached hereto, since the date of the Balance Sheet there has been no materially adverse change in the condition (financial or otherwise) of the Company or in its assets, liabilities, properties, business, operations or prospects. 3.8 There are no actions, suits or proceedings pending or, to the best of the Company's knowledge, threatened against or affecting the Company (including actions, suits or proceedings where liabilities may be adequately covered by insurance) at law or in equity or before or by any federal, state, municipal or other governmental department, commission, court, board, bureau, agency or instrumentality, domestic or foreign, or affecting any of the officers or directors of the Company in connection with the business, operations or affairs of the Company, which might result in any adverse change in the business, properties or assets, or in the condition (financial or otherwise) of the Company, or which might prevent the sale of the Shares pursuant to this Agreement. The Company is not subject to any voluntary or involuntary proceeding under the United States Bankruptcy Code and has not made an assignment for the benefit of creditors. 3.9 The Company has no obligation to any person or entity for brokerage commissions, finder's fees or similar compensation in connection with the transactions contemplated by this Agreement, and the current officers, directors and 5% shareholders of the Company shall jointly and severally indemnify and hold the Purchasers and the Company harmless against any liability or expenses arising out of any such claim, asserted against either the Purchasers or the Company by any party. 3.10 The Company, through its current officers and directors, has the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the issuance of the Company's Common Stock in exchange and consideration for the CMP Stock as contemplated hereby. The Company understands and acknowledges that the CMP Stock was originally issued to the Purchasers, and will be sold and transferred to the Company, without registration or qualification under the Securities Act of 1933, as amended, or any applicable state securities or "Blue Sky" law, in reliance upon specific exemptions therefrom, and in furtherance thereof the Company represents that the CMP Stock will be taken and received by the Company for its own account for investment, with no present intention of a distribution or disposition thereof to others. The Company further acknowledges and agrees that the certificate(s) representing the CMP Stock transferred to the Company shall bear a restrictive legend, in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT 6 BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT." 3.11 Neither this Agreement, nor any certificate, exhibit, or other written document or statement, furnished to the Purchasers by the Company in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading. 3.12 Tax Matters. The Company has filed all returns, declarations, reports, estimates, information returns and statements and other documents (the "Returns") required to be filed by or for the Company in respect of all federal, state, local and foreign taxes, assessments and governmental charges of any kind whatsoever, whether payable directly, by withholding or otherwise, together with any interest, penalties, additions to tax or additional amounts imposed by any taxing authority with respect thereto (collectively, "Taxes" or "Tax"), and the information contained in each such Return is complete and accurate in all material respects. There are no pending audits, actions, proceedings, investigations or claims relating to any asset or liability of the company in respect of taxes, and there is no basis for any such claim which is likely to result in a Tax liability being imposed for any period prior to the Closing. The Company has, within the time and in the manner prescribed by law, withheld from employee wages and paid over to the proper governmental authorities all amounts required to be so withheld and paid over under all applicable Laws. The Company has not requested any extension of time within which to file any Return, which Return has not since been (or will not be) timely filed. No deficiency for any Taxes has been proposed, asserted or assessed against the Company which has not been resolved and paid in full. There are no outstanding waivers or comparable consents regarding the application of he statute of limitations with respect to any Taxes or Returns that have been given by the Company. There are no pending administrative proceedings, including but not limited to federal, state, local or foreign audits, or court proceedings with regard to any Taxes or Returns. No power of attorney has been granted by the Company with respect to any matter relating to Taxes which is currently in force. The Company is not a party to nay agreement or arrangement providing for the allocation or sharing of Taxes. The Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the Company or as a result of the Tax Reform Act of 1986, and the Internal Revenue Service has not proposed any such adjustment or change in accounting method. 3.13 Contracts. Other than the contracts listed on Schedule 3.13 attached hereto, the Company is not a party to, nor is bound by, any agreement or contract. The Company has provided the Purchasers with true, accurate and complete copies of, or in the case of oral contracts, written summaries of, all the contracts listed on Schedule 3.13. The Company is not in default or breach of any contract or agreement to which it is a party or by which it is bound. 7 3.14 Compliance with Laws. The Company has never violated any Laws, the violation of which could have a material adverse effect on the Company's business, assets or capital stock value. The Company's conduct of its business has not in the past nor does not currently violate, in any material respect, any Laws. The company has filed all material returns, reports and other documents and furnished all information required or requested by any federal, state, local or foreign governmental agency and all such returns, reports, documents and information are true and complete in all material respects regarding the Company and its business. ARTICLE 4 Each of the Purchasers severally and not jointly hereby represents and warrants to the Company as follows (it being acknowledged that the Company is entering into this Agreement in material reliance upon each of the following representations and warranties, that the truth and accuracy of each of which constitutes a condition precedent to the obligations of the Company hereunder): 4.1 Each of the Purchasers has full power, legal capacity and authority to enter into this Agreement, to execute all attendant documents and instruments necessary to consummate the transactions herein contemplated, and to perform all of the obligations to be performed by him hereunder. This Agreement and all other agreements, documents and instruments to be executed by the Purchasers in connection herewith have been duly executed and delivered and constitute the legal, valid and binding obligations of the Purchasers executing and delivering the same, and are enforceable with respect to such Purchasers in accordance with their terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies. No authorization, consent or approval of any public body or authority is necessary for the consummation by the Purchasers of the transactions contemplated hereby. 4.2 The Purchasers together collectively own an aggregate of 1,000,000 shares of CMP Stock, constituting all of the issued and outstanding shares of capital stock of CMP, free and clear of (i) any lien, charge, mortgage, pledge, conditional sale agreement, or other encumbrance of any kind or nature whatsoever, and (ii) any claim as to ownership thereof or any rights, powers or interest therein by any third party, whether legal or beneficial, and whether based on contract, proxy or other document or otherwise. All of the shares of CMP Stock have been duly authorized and validly issued and are fully paid and nonassessable. CMP is not currently authorized to issue any shares of preferred stock. 4.3 CMP is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona, and is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which such qualification is required and where the failure to be 8 so qualified would have a materially adverse effect upon CMP. CMP has all requisite corporate power and authority to conduct its business as now being conducted and to own and lease the properties which it now owns and leases. The Articles of Incorporation of CMP as amended to date, certified by the Secretary of State of Arizona, and the Bylaws of CMP as amended to date, certified by the President and the Secretary of CMP, which have been delivered to the Company prior to the execution hereof are true and complete copies thereof as in effect as of the date hereof. 4.4 CMP was incorporated in June, 1998, and has yet to conduct any significant business or operations. CMP has no subsidiaries and no investments, directly or indirectly, or other financial interest in any other corporation or business organization, joint venture or partnership of any kind whatsoever. CMP has no liability(s) or obligation(s)(whether accrued, to become due, contingent or otherwise) which individually or in the aggregate could have a materially adverse effect on the business, assets, properties, condition (financial or otherwise) or prospects of CMP, and since June, 1998, there has been no materially adverse change in the condition (financial or otherwise) of CMP or in its assets, liabilities, properties, business, operations or prospects. Effective upon the Closing, all contracts in force, proprietary systems, computer technology and other intellectual property developed or in development by CMP or by others for CMP (hereinafter referred to as the "CMP Properties") shall be the property of CMP whether now owned by CMP or the Purchasers. A complete list of the CMP properties is described in Exhibit D attached hereto. Also attached as Exhibit D is the most recent draft of the Business Plan for CMP. 4.5 There are no actions, suits or proceedings pending or, to the best of the Purchasers' knowledge, threatened against or affecting any of the Purchasers or CMP (including actions, suits or proceedings where liabilities may be adequately covered by insurance) at law or in equity or before any federal, state, municipal or other governmental department, commission, court, board, bureau, agency or instrumentality, domestic or foreign, or affecting any of the officers or directors of CMP in connection with the business, operations or affairs of CMP which might result in any material adverse change in the business, properties or assets, or in the condition (financial or otherwise) of CMP, or which might prevent the purchase of the Company's Common Stock by the Purchasers or the transfer to the Company of the CMP Stock by the Purchasers pursuant to this Agreement or the performance by the Purchasers of any of the obligations to be performed by the Purchasers under this Agreement. Neither CMP nor any of the Purchasers is subject to any voluntary or involuntary proceeding under the United States Bankruptcy Code, nor have any of them made an assignment for the benefit of creditors. 4.6 Each Purchaser has the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the purchase and acquisition of the Company's Common Stock in exchange and consideration for the shares of CMP Stock owned by him as contemplated hereby. Each Purchaser acknowledges that the shares of the Company's Common Stock to be issued to him in the transactions contemplated hereby will be issued by the Company without registration or qualification or other filings being made under the Federal Securities Act of 1933, as amended, or the securities or "Blue Sky" laws of any state, in reliance upon specific exemptions therefrom, and in furtherance thereof each Purchaser represents that the shares of the 9 Company's Common Stock to be received by him will be taken for his own account for investment, with no present intention of a distribution or disposition thereof to others. Each Purchaser agrees that the certificate(s) representing the shares of the Company's Common Stock issued to him shall be subject to a stop-transfer order and shall bear a restrictive legend, in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT." 4.7 The Purchasers have no obligation to any person or entity for brokerage commissions, finder's fees or similar compensation in connection with the transactions contemplated by this Agreement, and the Purchasers shall jointly and severally indemnify and hold the Company harmless against any liability or expenses arising out of any such claim asserted against the Company. 4.8 Neither this Agreement, nor any certificate, exhibit, or other written document or statement, furnished to the Company by the Purchasers in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading. ARTICLE 5 The Company and the Purchasers hereby covenant to and agree with the other that between the date hereof and the Closing: 5.1 The Company and the Purchasers shall each give to other and authorized representatives thereof full access, during reasonable business hours, in such a manner as not unduly to disrupt normal business activities, to any and all of the premises, properties, contracts, books, records and affairs of the Company or CMP, as the case may be, and will cause the officers of the Company or CMP, as the case may be, to furnish any and all data and information pertaining to its business that the other may from time to time reasonably require. Unless and until the transactions contemplated by this Agreement have been consummated, each party and its representatives shall hold in confidence all information so obtained and if the transactions contemplated hereby are not consummated will return all documents hereinabove referred to and obtained therefrom. Such obligation of confidentiality shall not extend to any information which as shown to have been previously (i) known to the party receiving it (ii) generally known to others engaged in the trade or business of the Company or CMP, as the case may be, (iii) part of public knowledge or literature, or (iv) lawfully received from a third party. 10 5.2 The current officers and directors of the Company and the Purchasers shall each take all necessary actions to cause the Company and CMP, respectively, to maintain in full force and effect its corporate existence, rights, franchises and good standing, and shall not cause or permit to be made any change in the Articles or Bylaws of the Company or CMP, as the case may be. 5.3 The Purchasers shall take all commercially reasonable actions to cause CMP to conduct its business in the ordinary course of business as an ongoing concern and to maintain the books, accounts and records of CMP in the usual, regular and ordinary manner. ARTICLE 6 The respective obligations of the parties hereto to consummate the transactions contemplated hereby shall be subject to the fulfillment, at or prior to the Closing, of the following conditions: 6.1 There shall have been obtained any and all permits, approvals and qualifications of, and there shall have been made or completed all filings, proceedings and waiting periods, required by any governmental body, agency or regulatory authority which, in the reasonable opinion of counsel to the Purchasers and to the Company, are required for the consummation of the transactions contemplated hereby. 6.2 No claim, action, suit, investigation or other proceeding shall be pending or threatened before any court or governmental agency which presents a substantial risk of the restraint or prohibition of the transactions contemplated by this Agreement or the obtaining of material damages or other relief in connection therewith. 6.3 The obligation of the Purchasers hereunder to consummate the transactions contemplated by this Agreement are expressly subject to the satisfaction of each of the further conditions set forth below, any or all of which may be waived by the Purchasers in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Purchasers of any other condition or of any of their rights or remedies, at law or in equity, if the Company shall be in default or breach of any of its representations, warranties or covenants under this Agreement: (a) The Company shall have performed the agreements and covenants required to be performed by them under this Agreement prior to the Closing, there shall have been no material adverse changes in the condition (financial or otherwise), assets, liabilities, earnings or business of the Company since the date hereof, and the representations and warranties of the Company contained herein shall, except as contemplated or permitted by this Agreement or as qualified in Exhibit C, attached hereto, be true in all material respects on and as of the date of Closing as if made on and as of such date. (b) Attached as Exhibit A are copies of resolutions (which are and will be in full force and effect as of the Closing Date) duly adopted by the Board of Directors of the Company 11 adopting and approving this Agreement and the other documents, agreements and instruments to be entered into by the Company as provided herein. (c) The Company shall have obtained written releases, in form and substance reasonably satisfactory to the Purchasers from each person who may be entitled, if any, to receive a finders fee or other commission from the Company as a consequence of the transactions contemplated hereby. (d) Each of the current officers and directors of the Company shall have resigned all of their respective offices of the Company, effective as of the Closing Date, electing the following individuals to the Board of Directors of the Company: 1. Don Jackson 2. 3. 4. (e) The Company shall have executed and delivered a Registration Rights Agreement to each of the undersigned, dated as of the date of Closing, in the form thereof attached hereto as Exhibit E. 6.4 The obligation of the Company to consummate the transactions contemplated by this Agreement is expressly subject to the further conditions set forth below: (a) The Purchasers and CMP shall have performed the agreements and covenants required to be performed by them under this Agreement prior to the Closing, there shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities, earnings or business of the CMP since the date hereof, and the representations and warranties of the Purchasers contained herein shall, except as contemplated or permitted by this Agreement, be true in all material respects on and as of the date of Closing as if made on and as of such date; (b) The Company shall have received copies of resolutions (certified as of the date of the Closing as being in full force and effect by an appropriate officer of CMP) duly adopted by the Board of Directors of CMP adopting and approving the agreements and covenants to be performed by CMP under this Agreement, which shall be in form and substance reasonably satisfactory to the Company. (c) The Purchasers shall have obtained written releases, in form and substance reasonably satisfactory to the Company, from each person who may be entitled to receive a finders fee or other commission from the Purchasers as a consequence of the transactions contemplated hereby. 12 ARTICLE 7 7.1 The Company and the Purchasers shall each pay all of their own respective taxes, attorneys' fees and other costs and expenses payable in connection with or as a result of the transactions contemplated hereby and the performance and compliance with all agreements and conditions contained in this Agreement respectively to be performed or observed by each of them. 7.2 The respective representations and warranties contained herein and in any other document or instrument delivered by or on behalf of the Company and the Purchasers shall survive the Closing for a period of one full year and thereupon expire and be of no further force and effect. Nothing contained in this Section 7.2 shall in any way affect any obligations of any party under this Agreement that are to be performed, in whole or in part, at any time after the Closing, nor shall it prevent or preclude any party from pursuing any and all available remedies at law or in equity for actual fraud in the event that, prior to the Closing, any other party had actual knowledge of any material breach of any of its representations and warranties herein but failed to disclose to or actively concealed such knowledge prior to the Closing from the other party(s) to whom the representations and warranties were made. ARTICLE 8 8.1 Each of the parties hereto shall execute and deliver such other and further documents and instruments, and take such other and further actions, as may be reasonably requested of them for the implementation and consummation of this Agreement and the transactions herein contemplated. 8.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto, and the heirs, personal representatives, successors and assigns of all of them, but shall not confer, expressly or by implication, any rights or remedies upon any other party. 8.3 This Agreement is made and shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware. 8.4 All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made if personally delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the parties as follows: (a) If to the Company, to: Mark DiSalvo 192 Searidge Court Shell Beach, Ca. 93449 Tel : 805-773-5350 With a copy to: Robert M. Kern, Esq. 23676 Blythe Street 13 West Hills, CA 91304 Tel: 818-592-0860 (b) If to any of the Shareholders, to: c/o CMP Solutions Inc. 2450 W. 12th St. Suites # 2 & 3 Tempe, AZ. 85281 With a copy to: Quarles & Brady One East Camelback Road, Suite 400 Phoenix, AZ 85012 Attention: P. Robert Moya Any party hereto may change its address by written notice to the other party given in accordance with this Section 8.4. 8.5 This Agreement and the exhibits attached hereto contain the entire agreement between the parties and supersede all prior agreements, understandings and writings between the parties with respect to the subject matter hereof and thereof. Each party hereto acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting with authority on behalf of any party, which are not embodied herein or in an exhibit hereto, and that no other agreement, statement or promise may be relied upon or shall be valid or binding. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally. This Agreement may be amended or any term hereof may be changed, waived, discharged or terminated by an agreement in writing signed by all parties hereto. 8.6 Prior to the Closing, neither the execution of this Agreement nor the performance of any provision contained herein shall cause any party hereto to be or become liable in any respect for the operations of the business of any other party, or the condition of property owned by any other party, for compliance with any applicable laws, requirements, or regulations of, or taxes, assessments or other charges now or hereafter due to any governmental authority, or for any other charges or expenses whatsoever pertaining to the conduct of the business or the ownership, title, possession, use, or occupancy of any other party. 8.7 The captions and headings used herein are for convenience only and shall not be construed as a part of this Agreement. 8.8 In the event of any litigation between the parties hereto, the non-prevailing party shall pay the reasonable expenses, including the attorneys' fees, of the prevailing party in connection therewith. 14 8.9 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute but one and the same document. A Signature received via Telefax will be deemed as an original signature for the purpose of this Agreement. 15 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. DENTMART GROUP, INC. By: /s/ Mark A. DiSalvo -------------------------------- Mark A. DiSalvo, President "Purchasers" /s/ Julian Gates ------------------------------------ Julian Gates 128,935 shares of CMP Stock 1,186,200 shares of Company's Common Stock /s/ Mark Simon ------------------------------------ Mark Simon 128,935 shares of CMP Stock 1,186,200 shares of Company's Common Stock /s/ Vince Birdwell ------------------------------------ Vince Birdwell 103,484 shares of CMP Stock 952,054 shares of Company's Common Stock /s/ Paul Burke ------------------------------------ Paul Burke 58,637 shares of CMP Stock 539,463 shares of Company's Common Stock 16 /s/ Don Jackson ------------------------------------ Don Jackson 128,935 shares of CMP Stock 1,186,200 shares of Company's Common Stock /s/ Paul Jackson ------------------------------------ Paul Jackson 128,935 shares of CMP Stock 1,186,200 shares of Company's Common Stock /s/ Parag Modi ------------------------------------ Parag Modi 128,935 shares of CMP Stock 1,186,200 shares of Company's Common Stock /s/ Kevin Jackson ------------------------------------ Kevin Jackson 103,148 shares of CMP Stock 948,960 shares of Company's Common Stock /s/ L. Richard Myers ------------------------------------ L. Richard Myers 20,630 shares of CMP Stock 189,792 shares of Company's Common Stock /s/ Peter Wilson ------------------------------------ Peter Wilson 69,426 shares of CMP Stock 638,731 shares of Company's Common Stock -End- 17 EX-10.2 6 REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 14, 1998, by and between SITEK, INC. (formerly Dentmart Group, Inc.), a Delaware corporation (the "Company"), and the individuals listed on the signature page of this Agreement who, concurrently with the execution hereof, are becoming shareholders of the Company (individually, a "Shareholder", and collectively, the "Shareholders"). A. The Company and the Shareholders, among others, have entered into that certain Stock Purchase and Exchange Agreement of even date herewith (the "Exchange Agreement"), pursuant to which the Shareholders, who currently own all of the issued and outstanding capital stock of CMP Solutions, Inc., an Arizona corporation ("CMP"), have agreed to purchase from the Company an aggregate of 9,200,000 shares of the Company's Common Stock, $.01 par value (the "Company's Common Stock"), in exchange for the sale and transfer to the Company of all shares of the capital stock of CMP owned by the Shareholders. All of the shares of the Company's Common Stock to be issued to and acquired by the Shareholders are herein referred to collectively as the "Shares". B. The execution and delivery of this Agreement by the Company are conditions to the obligation of the Shareholders to exchange the stock of CMP . owned by them for the Shares pursuant to the Exchange Agreement. Accordingly, the Company deems it necessary and advisable and in the best interests of the Company and its stockholders to enter into this Agreement with the Shareholders. C. As a material inducement and consideration to the Shareholders to enter into and perform their respective obligations under the Exchange Agreement, the Company has agreed to enter into and execute this Agreement on the terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements of the parties contained herein, the Company hereby grants to each of the Shareholders certain rights with respect to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Shares acquired by the Shareholders pursuant to the Exchange Agreement, on the following terms and subject to the following conditions: 1. If, at any time after the acquisition of the Shares by the Shareholder, the Company shall determine to register under the Securities Act any shares of its Common Stock to be offered for cash by it or others (other than a registration requested pursuant to Paragraph 1 hereof), the Company will (i) promptly give written notice of its intention to file such registration statement to the Shareholders and (ii) subject to the provisions of paragraphs 2 and 3 below, include among the shares covered by the registration statement such portion of the Shares as shall be specified in a written request given to the Company by one or more of the Shareholders within 30 days after the date on which the Company gave such written notice. 2. Upon receipt of any written request described in subparagraph 1 above, but subject to the provisions hereof and of paragraphs 3 and 5 below, the Company shall use its best efforts within reason to effect the registration, qualification or compliance under the Securities Act and under other applicable federal law and any applicable securities or "blue sky" laws of jurisdictions within the United States of the Shares specified in the request(s) (the Shareholders, and any other holders of the Company's Common Stock who are entitled to request that any shares of the Company's Common Stock held by them be included in any such registration, are herein individually called a "Selling Shareholder" and collectively, the "Selling Shareholders"); provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not so qualified or to take any action that would subject it to tax or the service of process (other than process in connection with such registration) in any jurisdiction where it is not subject thereto, nor shall the Company be required to include the Shares among the securities covered by the registration statement if (i) the requests of the Selling Shareholders cover, in the aggregate, less than 5% of the then outstanding shares of the Company's Common Stock; or in the case of an offering that is not underwritten, (ii) the Board of Directors of the Company determines in good faith that including shares of Common Stock held by any Selling Shareholder among the securities covered by the registration statement would have a materially detrimental effect on the offering and would therefore not be in the best interests of the Company. 3. The Company shall have priority over any and all of the Selling Shareholders with respect to the inclusion of shares in any such registration, and in no event shall the Company be required to reduce or limit the number of newly to be issued shares of its Common Stock to be covered by any registration statement for the purpose of permitting the Shares of any Selling Shareholder to be included in the registration. 4. The Company alone shall determine and control all decisions concerning any registration of the Company's securities which might give rise to the registration rights granted in this Agreement, including any registration in which Shares of any Selling Shareholder are to be included. The Company's exclusive right to make decisions shall include, without limitation, the decision as to whether to use underwriters, the selection of underwriters and arrangements therewith, the size, timing and other terms of any offering, the provisions of the registration statements and prospectuses and all supplements and amendments thereto, the selection of accountants and attorneys for the Company, and the states in which the sale of shares shall occur and be registered or qualified for sale. 5. If the offering registered by the Company is to be underwritten, each Selling Shareholder shall sell all shares of the Company's Common Stock included in the registration statement to or through the underwriter or underwriters selected by the Company on the same terms and conditions provided in any underwriting agreement entered into therewith by the Company, and shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Notwithstanding anything to the contrary hereunder, if the underwriter or underwriters selected by the Company reasonably determine that all or any portion of the shares of Common Stock held by the Selling Shareholders should not be included in the registration 2 statement, the determination of the underwriter or underwriters shall be conclusive; provided, however, that if such underwriter or underwriters determine that some but not all of the shares of Common Stock of the Selling Shareholders shall be included in the registration statement, the number of shares owned by each Selling Shareholder to be included in the registration statement will be equal to the number of shares owned by each other Selling Shareholder to be included in the registration statement (unless such Selling Shareholder elects to include a lesser number of Shares in the registration statement). 6. If and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of any of the Shares under the Securities Act, the Company shall: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such Shares and use its best efforts to cause such registration statement to become and remain effective under the Securities Act as provided herein; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and current and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Shares covered by such registration statement; provided, however, that in the case of any registered distribution which is not underwritten on a firm commitment basis, then the Company shall not be required to file a post-effective amendment or supplement the prospectus more than 180 days after the effective date of the registration statement; (c) furnish to each Shareholder (and any other person participating in the registration as a Selling Shareholder) such number of copies of the prospectus contained in the registration statement filed under the Securities Act (including each preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Shareholders may reasonably request in order to facilitate the disposition of the Company's Common Stock held by them which is covered by the registration statement; and (d) notify each Shareholder (and any other person participating in the registration as a Selling Shareholder), at any time when a prospectus is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus in the registration statement, as then in effect, includes an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and prepare and furnish to them any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 3 7. The Company shall bear all costs and expenses relating to or incurred by it in connection with any registration ("Registration Expenses") in which any Shareholder participates pursuant hereto, including without limitation all registration and filing fees, printing expense, fees and disbursements of counsel and independent accountants for the Company and fees and expenses incident to compliance with state securities or "blue sky" laws, but specifically excluding any fees and disbursements of counsel, accountants or other professionals engaged by any Shareholder. Each Shareholder participating in such registration shall be responsible for and bear any underwriters' discounts and commissions properly allocable to the Shares included in a registration statement at the request of a Shareholder hereunder. 8. (a) The Company shall indemnify and hold harmless, to the extent permitted by law, each Shareholder participating in any registration effected by the Company pursuant to any provision of this Agreement against any actions, losses, claims, damages, liabilities and expenses (including legal fees and other expenses reasonably incurred in the investigation and defense thereof) resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact in any registration statement, prospectus, offering circular or other document filed in connection with any such registration, and against any violation by the Company of the Securities Act or any state securities or "blue sky" law, or any rule or regulation under any of them, applicable to the Company is connection with such registration, unless and to the extent that any such actions, claims, losses, damages, liabilities or expenses arise out of or are based upon any of the written information specifically provided by the Shareholder for use in such registration statement, prospectus, offering circular or other document pursuant to subparagraph 8(b) below. (b) In connection with any registration in which any of the Shareholders is participating, each such Shareholder shall furnish to the Company such information in writing regarding the Shareholder as the Company reasonably requests for inclusion in the registration statement, prospectus, offering circular and other documents filed in connection therewith, and shall state that such information is provided specifically for use in the registration statement, prospectus, offering circular or other documents. Each such Shareholder shall also furnish to the Company an undertaking satisfactory to the Company and each underwriter of the offering, if any, agreeing to indemnify and hold harmless, to the extent permitted by law, the Company, and its directors and officers, and each such underwriter, and each person who controls the Company or each such underwriter (within the meaning of the Securities Act), against any actions, losses, claims, damages, liabilities, and expenses (including legal and other expenses reasonably incurred in the investigation and defense thereof) resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any such documents or any supplement or amendment thereto, and against any violation by the Company of the Securities Act or any state securities or "blue sky" law, or any rule or regulation under any of them, applicable to the Company is connection with such registration, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in reliance on and in conformity with the written information furnished to the Company by such Shareholder specifically for use in any such documents. 4 9. (a) Each of the parties hereto shall execute and deliver such other and further documents and instruments, and take such other and further actions, as may be reasonably requested of them for the implementation and consummation of this Agreement and the transactions herein contemplated. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto, and the heirs, personal representatives, successors and assigns of all of them, but shall not confer, expressly or by implication, any rights or remedies upon any other party. (c) This Agreement is made and shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware. Should any provision of this Agreement be rendered void, invalid or unenforceable by any court for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other provisions of this Agreement. (d) All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made if personally delivered or mailed, postage prepaid, to the parties as follows: If to the Company, to: SITEK, Incorporated 1817 West 4th Street Tempe, AZ 85281 If to any of the Shareholders, to: c/o To such address as they Designate to the Company Any party hereto may change its address by written notice to the other party given in accordance with this subparagraph 9(d). (e) This Agreement, together with the Exchange Agreement and the other exhibits attached thereto, contain the entire agreement between the parties and supersede all prior agreements, understandings and writings between the parties with respect to the subject matter hereof and thereof. Each party hereto acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting with authority on behalf of any party, which are not embodied herein or in an exhibit hereto, and that no other agreement, statement or promise may be relied upon or shall be valid or binding. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally. This Agreement may be amended or any term hereof may be changed, waived, discharged or terminated by an agreement in writing signed by all parties hereto. 5 (f) The captions and headings used herein are for convenience only and shall not be construed as a part of this Agreement. (g) In the event of any litigation between the parties hereto, the non-prevailing party(s) shall pay the reasonable expenses, including the attorneys' fees, of the prevailing party(s) in connection therewith. (h) This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which taken together shall constitute but one and the same document. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. SITEK, INC. By: /s/ Mark A. DiSalvo --------------------------------- Mark A. DiSalvo, President "Purchasers" /s/ Julian Gates /s/ Mark Simon - ---------------------------- ---------------------------- Julian Gates Mark Simon /s/ Vincent Birdwell /s/ Paul Burke - ---------------------------- ---------------------------- Vincent Birdwell Paul Burke /s/ Don Jackson /s/ Paul Jackson - ---------------------------- ---------------------------- Don Jackson Paul Jackson /s/ Parag Modi /s/ Kevin Jackson - ---------------------------- ---------------------------- Parag Modi Kevin Jackson /s/ Richard Myers /s/ Peter Wilson - ---------------------------- ---------------------------- Richard Myers Peter Wilson 6 -----END PRIVACY-ENHANCED MESSAGE-----