UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Marine Jet Technology Corp.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
568273 10 6
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(CUSIP Number)
Paul Guez
c/o Marine Jet Technology Corp. / Antik Denim, LLC
5804 E. Slauson Ave.
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Commerce, California 90040
(323) 725-5555
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 29, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_| .
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Page 1 of 12)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 568273 10 6 PAGE 2 OF 12 PAGES
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL GUEZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
---------- ---------------------------------------------------------------------
5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
TUNISIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 534,574,596
---------- -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 194,716,780
---------- -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 534,574,596
---------- -------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,574,596
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.2%
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14 TYPE OF REPORTING PERSON*
IN
---------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 568273 10 6 PAGE 3 OF 12 PAGES
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MEYER ABBOU
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
---------- -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 58,136,760
---------- -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 58,136,760
---------- -------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,136,760
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 568273 10 6 PAGE 4 OF 12 PAGES
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILIPPE NAOURI
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
---------- -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 58,136,760
---------- -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 58,136,760
---------- -------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,136,760
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
IN
---------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 568273 10 6 PAGE 5 OF 12 PAGES
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALEX CAUGANT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
---------- ---------------------------------------------------------------------
5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
---------- -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 58,136,760
---------- -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 58,136,760
---------- -------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,136,760
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
---------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 12
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (this "Schedule 13D") relates to the common stock,
par value $.001 per share (the "Common Stock"), of Marine Jet Technology Corp.,
a Nevada corporation (the "Company"), which has its principal executive offices
at 5804 E. Slauson Avenue, Commerce, California 90040.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by Paul Guez, a citizen of the
Tunisia ("Guez"), Meyer Abbou, a citizen of France ("Abbou"), Philippe Naouri, a
citizen of the United States ("Naouri"), and Alex Caugant, a citizen of France
("Caugant," and together with Guez, Abbou, and Naouri, the "Reporting Persons").
Guez is the Chairman, Chief Executive Officer and President of the
Company, and Chief Executive Officer and Manager of its new wholly-owned
subsidiary, Antik Denim, LLC ("Antik"). Each of Guez, Abbou, Naouri and Caugant
are former members of Antik. Each of Naouri and Caugant are apparel designers
providing services to Antik. Abbou provides production services to Antik.
The principal business address of Guez is c/o Marine Jet Technology
Corp. / Antik Denim, LLC, 5804 E. Slauson Avenue, Commerce, California 90040.
The principal business address of each of Abbou, Naouri and Caugant is c/o Antik
Denim, LLC, 5804 E. Slauson Avenue, Commerce, California 90040.
During the last five years, none of the individuals or entities
identified in this Item 2 has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The closing (the "Closing") of the transactions contemplated by that
certain Exchange Agreement dated April 14, 2005 ("Exchange Agreement"), by and
among the Company, Antik, each of the Reporting Persons, and Keating Reverse
Merger Fund, LLC ("KRM Fund"), occurred on April 29, 2005. At the Closing,
pursuant to the terms of the Exchange Agreement, the Company acquired all of the
outstanding membership interests of Antik (the "Interests") from the Reporting
Persons, and the Reporting Persons contributed all of their Interests to the
Company. In exchange, the Company issued to the Reporting Persons 843,027 shares
of Series A Convertible Preferred Stock, par value $0.001 per share, of the
Company ("Preferred Shares"), which are convertible into 708,984,876 shares of
the Company's common stock ("Conversion Shares").
Each Preferred Share is convertible into 841 shares of the Company's
common stock (the "Conversion Rate"). The Preferred Shares will immediately and
automatically be converted into shares of the Company's common stock (the
"Mandatory Conversion") upon the approval by a majority of the Company's
stockholders (voting together on an as-converted-to-common-stock basis),
following the Closing, of an increase in the number of authorized shares of the
Company's common stock from 45,000,000 to 75,000,000, and a 1 for 29 reverse
stock split of the Company's outstanding common stock ("Reverse Split"). The
Conversion Rate will be adjusted downward to account for the Reverse Split.
The beneficial ownership of the Company's common stock reported in this
Schedule 13D by each Reporting Person is based on each Reporting Person's
respective ownership of the Company's Series A
Page 7 of 12
Convertible Preferred Stock, on an as converted basis prior to the proposed
Reverse Split, and assumes a total of 740,067,719 shares of the Company's common
stock outstanding as of April 29, 2005, on a pre-Reverse Split basis.
Effective as of the Closing, KRM Fund and each Reporting Person agreed
to vote their shares of the Company's common stock (voting together on an
as-converted-to-common-stock basis) to (i) elect Kevin Keating or such other
person designated by KRM Fund from time to time (the "KRM Designate") to the
Company's board for a period of one year following the Closing, (ii) elect such
other persons that may be designated by Guez from time to time to fill any
vacant position on the board of directors (other than the KRM Designate), and
(iii) approve the Reverse Split, an increase in the Company's authorized common
stock from 45,000,000 to 75,000,000, a corporate name change, and a stock
incentive plan (clause (iii) is referred to herein as the "Actions").
In the event that any of KRM Fund, Abbou, Naouri, or Caugant fails to
vote their respective shares to approve each of the Actions, each has granted to
Guez a proxy to vote their respective shares to approve such Actions.
Accordingly, Guez holds shared voting power over the shares held by each of KRM
Fund (20,306,500 shares), Abbou (58,136,760 shares), Naouri (58,136,760 shares),
and Caugant (58,136,760 shares). Guez hereby expressly disclaims beneficial
ownership over any shares held by KRM Fund or the other Reporting Persons, and
disclaims any shared voting power with respect to any matters other than the
Actions.
The Voting Agreement dated April 29, 2005, by and among KRM Fund and
the Reporting Persons is attached hereto as Exhibit 2, and incorporated herein
by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Reference is made to the disclosure set forth under Item 3 of this
Schedule 13D, which disclosure is incorporated herein by reference.
The shares of common stock to which this Schedule 13D relates are held
by the Reporting Persons as an investment. The Reporting Persons disclaim any
membership in a group relating to the Company except with respect to the Actions
described above to which the Reporting Persons have agreed to vote.
As a result of the Closing, the Reporting Persons collectively own
95.8% of the total combined voting power of all classes of the Company's capital
stock. The Reporting Persons anticipate taking action to approve (i) the Reverse
Split, (ii) an increase in the Company's authorized common stock from 45,000,000
to 75,000,000, (iii) a corporate name change, and (iv) a stock incentive plan.
These actions will cause the Mandatory Conversion.
Upon the occurrence of the Mandatory Conversion and the Reverse Split,
the Company's currently issued and outstanding Series A Convertible Preferred
Stock (currently 843,027 shares), and common stock (currently 28,122,570
shares), will be converted into 24,447,783 and 969,745 shares of common stock,
respectively, and will represent 95.8% and 3.8%, respectively, of the Company's
total common stock issued and outstanding.
Guez holds the right to appoint the members of the Board of Directors
of the Company, other than, with respect to the one year period following the
Closing, the Keating Designate. At this time, Guez does not anticipate changing
the number or composition of the Board of Directors.
Page 8 of 12
Other than as described in this Schedule 13D, the Reporting Persons are
not aware of any plans or proposals which would result in the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Company or any of its
subsidiaries; any change in the present board of directors or management of the
Company, including any place or proposals to change the number or term of
directors or to fill any existing vacancies on the Company's Board; any material
change in the present capitalization or dividend policy of the Company; any
other material change in the Company's business or corporate structure; any
changes in Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; causing a class of securities of the Company to be delisted from
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association; a
class of equity securities of the Company becoming eligible for termination of
registration pursuant to section 12(g)(4) of the Act; or any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Reference is made to the disclosure set forth under Items 3 and 4 of
this Schedule 13D, which disclosure is incorporated herein by reference.
As of April 29, 2005, Guez beneficially owned 534,574,596 shares of the
Company's common stock on an as converted basis prior to the proposed Reverse
Split (the "Guez Shares"), based on Guez's beneficial ownership of the Company's
Series A Convertible Preferred Stock (635,643 shares). Assuming a total of
740,067,719 shares of the Company's common stock outstanding as of April 29,
2005, on a pre-Reverse Split and as-converted-to-common-stock basis, the Guez
Shares constitute approximately 72.2% of the shares of the Company's common
stock issued and outstanding.
Guez also holds shared voting power over 194,716,780 shares of the
Company's common stock, on an as coverted basis prior to the proposed Reverse
Split, held by KRM Fund (20,306,500 shares), Abbou (58,136,760 shares), Naouri
(58,136,760 shares), and Caugant (58,136,760 shares). In the event that any of
KRM Fund, Abbou, Naouri, or Caugant fails to vote their respective shares to
approve each of the Actions, each has granted to Guez a proxy to vote their
respective shares to approve such Actions. Guez hereby expressly disclaims
beneficial ownership over any shares held by KRM Fund or the other Reporting
Persons, and disclaims any shared voting power with respect to any matters other
than the Actions.
The information of KRM Fund that would be required under Item 2 of this
Schedule 13D is as follows:
(a) Name: Keating Reverse Merger Fund, LLC
(b) Business Address: 5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80111
(c) Occupation: Institutional Investor
(d) Conviction: N/A
(e) Civil Proceedings: N/A
(f) State of Incorporation: Delaware
As of April 29, 2005, Abbou beneficially owned 58,136,760 shares of the
Company's common stock on an as converted basis prior to the proposed Reverse
Split (the "Abbou Shares"), based on Abbou's beneficial ownership of the
Company's Series A Convertible Preferred Stock (69,129 shares).
Page 9 of 12
Assuming a total of 740,067,719 shares of the Company's common stock outstanding
as of April 29, 2005, on a pre-Reverse Split and as-converted-to-common-stock
basis, the Abbou Shares constitute approximately 7.8% of the shares of the
Company's common stock issued and outstanding.
As of April 29, 2005, Naouri beneficially owned 58,136,760 shares of
the Company's common stock on an as converted basis prior to the proposed
Reverse Split (the "Naouri Shares"), based on Naouri's beneficial ownership of
the Company's Series A Convertible Preferred Stock (69,129 shares). Assuming a
total of 740,067,719 shares of the Company's common stock outstanding as of
April 29, 2005, on a pre-Reverse Split and as-converted-to-common-stock basis,
the Naouri Shares constitute approximately 7.8% of the shares of the Company's
common stock issued and outstanding.
As of April 29, 2005, Caugant beneficially owned 58,136,760 shares of
the Company's common stock on an as converted basis prior to the proposed
Reverse Split (the "Caugant Shares"), based on Caugant's beneficial ownership of
the Company's Series A Convertible Preferred Stock (69,129 shares). Assuming a
total of 740,067,719 shares of the Company's common stock outstanding as of
April 29, 2005, on a pre-Reverse Split and as-converted-to-common-stock basis,
the Caugant Shares constitute approximately 7.8% of the shares of the Company's
common stock issued and outstanding.
Guez has the sole power to vote and dispose of the Guez Shares. Guez
also shares, with each of Abbou, Naouri, Caugant and KRM Fund, respectively, the
power to vote the Abbou Shares, Naouri Shares, Caugant Shares and the shares of
the Company's common stock beneficially held by KRM Fund, with respect to the
Actions.
Abbou has the sole power to dispose of the Abbou Shares. Abbou shares,
with Guez, the power to vote the Abbou Shares with respect to the Actions.
Naouri has the sole power to dispose of the Naouri Shares. Naouri
shares, with Guez, the power to vote the Naouri Shares with respect to the
Actions.
Caugant has the sole power to dispose of the Caugant Shares. Caugant
shares, with Guez, the power to vote the Caugant Shares with respect to the
Actions.
Transactions by the Reporting Persons in the Company's common stock
effected in the past 60 days are described in Item 3 above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reference is made to the disclosure set forth under Items 3, 4 and 5 of
this Schedule 13D, which disclosure is incorporated herein by reference.
The Voting Agreement dated April 29, 2005, by and among KRM Fund and
the Reporting Persons is attached hereto as Exhibit 2, and incorporated herein
by reference.
Guez holds the right to appoint the members of the Board of Directors
of the Company, other than, with respect to the one year period following the
Closing, the Keating Designate. Guez, Abbou, Naouri, and Caugant have agreed to
vote their shares to elect the KRM Designate for a one year period following the
Closing.
Page 10 of 12
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No.
1 Joint Filing Agreement, as required by Rule 13d-1 under the
Securities Exchange Act of 1934.
2 Voting Agreement dated as of April 29, 2005, by and among the
Reporting Persons and KRM Fund.
Page 11 of 12
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Dated: May 2, 2005 /S/ PAUL GUEZ
-----------------------------------
Paul Guez
Dated: May 2, 2005 /S/ MEYER ABBOU
-----------------------------------
Meyer Abbou
Dated: May 2, 2005 /S/ PHILIPPE NAOURI
-----------------------------------
Philippe Naouri
Dated: May 2, 2005 /S/ ALEX CAUGANT
-----------------------------------
Alex Caugant
Page 12 of 12
EXHIBIT INDEX
Exhibit No.
1 Joint Filing Agreement, as required by Rule 13d-1 under the
Securities Exchange Act of 1934.
2 Voting Agreement dated as of April 29, 2005, by and among the
Reporting Persons and KRM Fund.
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby consent to the joint filing by any of them of a
Statement on Schedule 13D and any amendments thereto, whether heretofore or
hereafter filed, relating to the securities of Marine Jet Technology Corp., and
hereby affirm that this Schedule 13D is being filed on behalf of each of the
undersigned.
Dated: May 2, 2005 /S/ PAUL GUEZ
-----------------------------------
Paul Guez
Dated: May 2, 2005 /S/ MEYER ABBOU
-----------------------------------
Meyer Abbou
Dated: May 2, 2005 /S/ PHILIPPE NAOURI
-----------------------------------
Philippe Naouri
Dated: May 2, 2005 /S/ ALEX CAUGANT
-----------------------------------
Alex Caugant
EXHIBIT 2
VOTING AGREEMENT
This VOTING AGREEMENT, dated as of this 29th day of April,
2005 ("Agreement"), is by and among Keating Reverse Merger Fund, LLC, a Delaware
limited liability company ("KRM Fund"), Paul Guez ("Guez") and each of the other
persons whose signature appears under the caption "Shareholders" on the
signature page hereof. For purposes of this Agreement, KRM Fund, Guez and each
person whose signature appears on the signature page hereof shall be referred to
herein individually as "Shareholder" and collectively as the "Shareholders".
WHEREAS, as of the date hereof, each Shareholder owns
beneficially of record or has the power to vote, or direct the vote of, shares
of common stock, par value $0.001 per share ("Common Stock") or shares of Series
A Convertible Preferred Stock, par value $0.001 per share ("Preferred Stock"),
of Marine Jet Technology Corp. ("Marine"), a Nevada corporation, as set forth
opposite such Shareholder's name on EXHIBIT A hereto (all such shares of Common
Stock and Preferred Stock and any shares of which ownership of record or the
power to vote is hereafter acquired by the Shareholders, whether by purchase,
conversion or exercise, prior to the termination of this Agreement being
referred to herein as the "Shares");
WHEREAS, Marine, Antik Denim, LLC ("Antik"), and the
Shareholders have entered into an Exchange Agreement, dated April 14, 2005 (as
the same may be amended from time to time) (the "Exchange Agreement") which
provides, upon the terms and subject to the conditions thereof, for the exchange
of all of the Interests of Antik for Marine's Preferred Shares (the "Exchange");
WHEREAS, Marine's Preferred Shares are convertible into the
Conversion Shares pursuant to the Certificate of Designations;
WHEREAS, as a condition to the consummation of the Exchange
Agreement, Guez has requested that the Shareholders agree, and the Shareholders
have agreed, severally, to enter into this Agreement; and
WHEREAS, the capitalized terms used but not defined in this
Agreement shall have the meanings ascribed to them in the Exchange Agreement;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements and covenants set forth herein and in the Exchange Agreement,
and intending to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I
VOTING OF SHARES FOR DIRECTORS
SECTION 1.01 VOTE IN FAVOR OF THE DIRECTORS. During the period
commencing on the date hereof and terminating one year thereafter, each
Shareholder, in its capacity as a Shareholder of Marine (or successor), agrees
to vote (or cause to be voted) all Shares directly or indirectly owned by the
Shareholder or over which the Shareholder has the beneficial ownership or the
right to vote and all Shares which such Shareholder acquires directly or
indirectly or has
the beneficial ownership or right to vote in the future, at any meeting of the
Shareholders of Marine, and in any action by written consent of the Shareholders
of Marine, in favor of the election of the Director Designees, as defined
herein, to the Board of Directors of Marine and will not vote (or cause to be
voted) for the removal of the Director Designees from the Board of Directors.
Any Director Designee may be removed from the Board of Directors in the manner
allowed by law and Marine's governing documents, but with respect to the
Director Designee nominated by KRM Fund pursuant to Section 1.03 (b), in the
event such Director Designee is removed as a director of the Company, KRM Fund
shall have the right to designate and nominate such removed director's
replacement.
SECTION 1.02 SIZE OF BOARD OF DIRECTORS. The Shareholders agree that
the Board of Directors of Marine shall consist of three to five persons during
the term hereof, with the actual number to be determined by resolution of the
Board of Directors and to initially equal three (3) members effective as of the
Closing, and the Shareholders will take all such action to set the number of
directors consistent with this section 1.02.
SECTION 1.03 DIRECTOR DESIGNEES. The Director Designees will be as
follows:
(a) so long as Guez is employed by or a shareholder of
Marine, for Guez and for one person (if the number of directors is three), two
persons (if the number of directors is four), and three persons (if the number
of directors is five), each designated by Guez, provided, however, that if Guez
elects, he may designate an additional director in substitution for himself; and
(b) for one person designated by KRM Fund.
Neither the Shareholders, nor any of the officers, directors,
shareholders, members, managers, partners, employees or agents of any
Shareholder, makes any representation or warranty as to the fitness or
competence of any Director Designee to serve on the Board of Directors by virtue
of such party's execution of this Agreement or by the act of such party in
designating or voting for such Director Designee pursuant to this Agreement.
SECTION 1.04 TERM OF AGREEMENT. The obligations of the Shareholders
pursuant to this Article I shall terminate on the first anniversary of the date
of this Agreement.
ARTICLE II
VOTING FOR CORPORATE ACTIONS
SECTION 2.01 VOTE IN FAVOR OF CORPORATE MATTERS. During the term of
this Agreement, each Shareholder hereby agrees and covenants to vote or cause to
be voted all of his Shares then owned by him, or over which he has voting power,
and all Shares which such Shareholder acquires directly or indirectly or has the
beneficial ownership or right to vote in the future, at any regular or special
meeting of shareholders, or, in lieu of any such meeting, to give his written
consent in any action by written consent of the shareholders, in favor of each
of the following items ("Actions"):
2
(a) To approve a 1 for 29 reverse stock split with
special treatment for certain of Marine's stockholders to preserve round lot
stockholders ("Reverse Split");
(b) To approve the change of the name of Marine to a name
selected by Guez;
(c) To approve the increase in the number of authorized
shares of common stock of Marine from 45,000,000 to 75,000,000;
(d) To approve the adoption of a stock incentive plan
("STOCK PLAN"); and
(e) All such other actions as shall be necessary or
desirable in connection with or related to the foregoing actions in (a) through
(d) above including, without limitation, any amendment to the articles of
incorporation of Marine to effect the foregoing.
SECTION 2.02 GRANT OF PROXY; FURTHER ASSURANCE. In the event that, in
connection with any regular or special meeting of shareholders, or, in lieu of
any such meeting, with a written consent in any action by written consent of the
shareholders, within five (5) days following a written request thereof by Guez
(or a representative thereof), a Shareholder fails to vote or cause to be voted
all of his Shares in favor of the Actions in accordance with the instructions
set forth in such written request, or to execute a written consent in connection
therewith, each Shareholder, by this Agreement, with respect to all Shares over
which it has voting authority and any Shares hereinafter acquired by such
Shareholder over which it may have voting authority, does hereby irrevocably
constitute and appoint Guez, or any nominee, with full power of substitution, as
his or its true and lawful attorney and proxy, for and in his or its name, place
and stead, to vote each of such Shares as such Shareholder's proxy, at every
annual, special or adjourned meeting of the shareholders of Marine (including
the right to sign his or its name (as Shareholder) to any consent, certificate
or other document relating to Marine that may be permitted or required by
applicable law) in favor of the adoption and approval of each of the Actions.
This proxy extends to no other matter, except for the Actions as enumerated
above. Each Shareholder shall perform such further acts and execute such further
documents and instruments as may reasonably be required to vest in Marine the
power to carry out the provisions of this Agreement
SECTION 2.03 TERMINATION. The obligations of each Shareholder pursuant
to this Article II shall terminate upon the adoption and approval of the Actions
by the shareholders of Marine.
SECTION 2.04 OBLIGATIONS AS DIRECTOR AND/OR OFFICER. If a Shareholder
or any of its affiliates or nominees is a member of the board of directors of
Marine (a "Director") or an officer of Marine (an "Officer"), nothing in this
Agreement shall be deemed to limit or restrict the Director or Officer acting in
his or her capacity as a Director or Officer of Marine, as the case may be, and
exercising his or her fiduciary duties and responsibilities, it being agreed and
understood that this Agreement shall apply to Shareholder solely in his or her
capacity as a shareholder of Marine and shall not apply to his or her actions,
judgments or decisions as a Director or Officer of Marine.
3
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
COVENANTS OF THE SHAREHOLDERS
Each Shareholder hereby severally represents warrants and covenants to
the other Shareholders as follows:
SECTION 3.01 AUTHORIZATION. Such Shareholder has full legal capacity
and authority to enter into this Agreement and to carry out such person's
obligations hereunder. This Agreement has been duly executed and delivered by
such Shareholder, and (assuming due authorization, execution and delivery by the
other Shareholders) this Agreement constitutes a legal, valid and binding
obligation of such Shareholder, enforceable against such Shareholder in
accordance with its terms.
SECTION 3.02 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by such
Shareholder does not, and the performance of this Agreement by such Shareholder
will not, (i) conflict with or violate any Legal Requirement applicable to such
Shareholder or by which any property or asset of such Shareholder is bound or
affected, or (ii) result in any breach of or constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or
give to others any right of termination, amendment, acceleration or cancellation
of, or result in the creation of any encumbrance on any property or asset of
such Shareholder, including, without limitation, the Shares, pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation.
(b) The execution and delivery of this Agreement by such
Shareholder does not, and the performance of this Agreement by such Shareholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority, domestic or
foreign, except (i) for applicable requirements, if any, of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) where the
failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or materially delay the
performance by such Shareholder of such Shareholder's obligations under this
Agreement.
SECTION 3.03 LITIGATION. There is no private or governmental action,
suit, proceeding, claim, arbitration or investigation pending before any agency,
court or tribunal, foreign or domestic, or, to the knowledge of such Shareholder
or any of such Shareholder's affiliates, threatened against such Shareholder or
any of such Shareholder's affiliates or any of their respective properties or
any of their respective officers or directors, in the case of a corporate entity
(in their capacities as such) that, individually or in the aggregate, would
reasonably be expected to materially delay or impair such Shareholder's ability
to consummate the actions contemplated by this Agreement. There is no judgment,
decree or order against such Shareholder or any of such Shareholder's
affiliates, or, to the knowledge of such Shareholder of any of such
Shareholder's affiliates, any of their respective directors or officers, in the
case of a
4
corporate entity (in their capacities as such), that would prevent, enjoin,
alter or materially delay any of the actions contemplated by this Agreement, or
that would reasonably be expected to have a material adverse effect on such
Shareholder's ability to consummate the actions contemplated by this Agreement.
SECTION 3.04 TITLE TO SHARES. Such Shareholder is the legal and
beneficial owner of its Shares free and clear of all Liens.
SECTION 3.05 ABSENCE OF CLAIMS. Each Shareholder has no knowledge of
any causes of action or other claims that could have been or in the future might
be asserted by the Shareholder against Marine or any of its predecessors,
successors, assigns, directors, employees, agents or representatives arising out
of facts or circumstances occurring at any time on or prior to the date hereof
and in any way relating to any duty or obligation of Marine or any Shareholder.
ARTICLE IV
GENERAL PROVISIONS
SECTION 4.01 NOTICES. All notices and other communications given or
made pursuant hereto shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by overnight
courier service, by telecopy, or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.01):
(a) If to any Shareholder (other than KRM Fund):
Paul Guez
c/o Antik Denim, LLC
5804 E. Slauson Avenue
Commerce, California 90040
323-278-6649 telephone
323-725-5504 telecopy
with a mandatory copy to
Stubbs Alderton & Markiles, LLP
15821 Ventura Boulevard, Suite 525
Encino, CA 91436
Attn: Gregory Akselrud, Esq.
(818) 444-4503 telephone
(818) 474-8603 telecopy
(b) If to KRM Fund:
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Keating Reverse Exchange Fund, LLC
Mr. Timothy J. Keating, Manager
5251 DTC Parkway, Suite 1090
Greenwood Village, CO USA 80111-2739
SECTION 4.02 HEADINGS. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 4.03 SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
SECTION 4.04 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.
SECTION 4.05 SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event that any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
SECTION 4.06 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Colorado applicable to
contracts executed in and to be performed in that State.
SECTION 4.07 DISPUTES. All actions and proceedings arising out of or
relating to this Agreement shall be heard and determined exclusively in any
state or federal court in Colorado.
SECTION 4.08 NO WAIVER. No failure or delay by any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
SECTION 4.09 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when
6
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
SECTION 4.10 WAIVER OF JURY TRIAL. Each of the parties hereto
irrevocably and unconditionally waives all right to trial by jury in any action,
proceeding or counterclaim (whether based in contract, tort or otherwise)
arising out of or relating to this Agreement or the Actions of the parties
hereto in the negotiation, administration, performance and enforcement thereof.
SECTION 4.11 EXCHANGE AGREEMENT. All references to the Exchange
Agreement herein shall be to such agreement as may be amended by the parties
thereto from time to time.
[Signature page(s) follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
SHAREHOLDERS:
KEATING REVERSE MERGER FUND, LLC
/s/ Timothy J. Keating
By:_________________________________
Timothy J. Keating, Manager
/s/ Paul Guez
------------------------------------
Paul Guez, Individually
/s/ Meyer Abbou
------------------------------------
Meyer Abbou, Individually
/s/ Philippe Naouri
------------------------------------
Philippe Naouri, Individually
/s/ Alex Caugant
------------------------------------
Alex Caugant, Individually
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EXHIBIT A
SHAREHOLDERS
NUMBER OF
NUMBER OF SHARES OWNED OPTIONS/
NAME OF SHAREHOLDER BENEFICIALLY AND OF RECORD (1) WARRANTS
--------------------------------- ----------------------------- ---------
Keating Reverse Merger Fund LLC 20,306,500 Common Stock 0
Paul Guez 635,643 Series A Preferred (2) 0
Meyer Abbou 69,129 Series A Preferred (2) 0
Philippe Naouri 69,129 Series A Preferred (2) 0
Alex Caugant 69,129 Series A Preferred (2) 0
(1) Prior to giving effect to the Reverse Split
(2) Each share of Series A Preferred Stock is convertible into 841 shares
of Marine's common stock, with preferred stockholders voting with
common stockholders on an as converted basis.