SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1 )*
Boulder Acquisitions, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
101400 30 7
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(CUSIP Number)
Timothy P. Halter
12890 Hilltop Road
Argyle, TX 76226
(972) 233-0300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 2004
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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 that 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.
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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. 101400 30 7 13D Page 2 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HALTER FINANCIAL GROUP, INC.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
1,154,582 SHARES
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,154,582 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,154,582 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 101400 30 7 13D Page 3 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TIMOTHY P. HALTER
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
NOT APPLICABLE
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
116,722 SHARES
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,154,582 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
116,722 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,154,582 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,304 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 101400 30 7 13D Page 4 of 7 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Item 1 is hereby amended and restated in its entirety as follows:
This statement relates to shares of Common Stock, $0.001 par value per
share (the "Stock"), of Boulder Acquisitions, Inc., a Nevada corporation (the
"Issuer"). All share amounts reflect the Issuer's one-for-two reverse split that
took place on March 19, 2004 and its 1.31722-for-one forward split that took
place on June 10, 2004. The principal executive offices of the Issuer are
located at 689 Laoshandong Road, Shanghai 200120, People's Republic of China.
On June 23, 2004, the Issuer completed a stock exchange (the "Stock
Exchange") with the shareholders of Sifang Holdings Co., Ltd., an exempted
company incorporated in the Cayman Islands with limited liability ("Sifang
Holdings"). The Stock Exchange was consummated under Nevada and Cayman Islands
law and pursuant to the terms of the Securities Exchange Agreement, dated as of
June 23, 2004, referred to in this Schedule 13D as the Exchange Agreement.
Pursuant to the Exchange Agreement, the Issuer issued 13,782,636 shares
of its Stock, par value $0.001 per share (on a post-forward split basis), to the
shareholders of Sifang Holdings, representing approximately 89.7% of the
Issuer's post-exchange issued and outstanding Stock, in exchange for 100% of the
outstanding capital stock of Sifang Holdings.
At the closing of the Stock Exchange, Sifang Holdings became a
wholly-owned subsidiary of the Issuer, and the Issuer succeeded to the business
of Sifang Holdings. All of the Issuer's business operations are conducted
through Sifang Holdings.
The Stock Exchange was approved in accordance with the laws of the
State of Nevada and the Cayman Islands. Pursuant to the Exchange Agreement,
Timothy P. Halter ("Halter") resigned as officer of the Issuer effective
immediately following the closing of the transaction. On June 24, 2004, Halter
resigned as a director of the Issuer.
________________________________________________________________________________
Item 2. Identity and Background.
No change from initial schedule.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to include the following:
Pursuant to a transaction effective June 24, 2004, Halter Financial
Group, Inc. ("HFG") purchased for a price of $190,000 in cash 166,667 newly
issued shares of Stock from the Issuer. HFG used "working capital" to purchase
its Stock.
On June 8, 2004, Halter exercised a warrant to purchase 100,000 shares
of Stock at a price of $.40 per share. Such shares constituted 131,722 shares of
Stock post-split. Halter's beneficial ownership of the shares of Stock
underlying the warrant was previously reported on the Schedule 13D filed with
the Securities and Exchange Commission on February 27, 2004. Halter used
personal funds to purchase such shares upon conversion of the warrant.
________________________________________________________________________________
CUSIP No. 101400 30 7 13D Page 5 of 7 Pages
________________________________________________________________________________
Item 4. Purpose of Transaction.
Item 4 is hereby amended to include the following:
The shares of Stock set forth in Item 3 were acquired by the Reporting
Persons for the purpose of investment.
Except as set forth in this Item 4, neither of the Reporting Persons
has present plans or proposals that relate to or that would result in any of the
following actions:
(a) The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
Pursuant to Rule 13d-3(a), at the close of business on June 24, 2004,
HFG may be deemed to be the beneficial owner of 1,154,582 shares of the Stock,
which constitutes approximately 6.8% of the 16,850,797 shares of the Stock
outstanding on June 24, 2004 (the "Outstanding Shares"). HFG either directly or
indirectly, has or shares the power to vote or to direct the vote and to dispose
or to direct the disposition of, such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on June 24, 2004,
Halter, individually and as sole shareholder of HFG may be deemed to be the
beneficial owner of 1,271,304 shares of the Stock, which constitutes
approximately 7.5% of the Outstanding Shares and consists of (i) the 1,154,582
shares described in the preceding paragraph and (ii) 116,722 shares of Stock
beneficially owned by Halter separately. Halter, either directly or indirectly,
may have or share the power to vote or direct the vote and to dispose of or to
direct the disposition of such shares of Stock.
Other than as set forth above, none of the Reporting Persons named
herein is the beneficial owner of any shares of the Stock.
During the past sixty days, the following Reporting Persons acquired
the following shares of Stock on the dates and at the prices set forth below:
CUSIP No. 101400 30 7 13D Page 6 of 7 Pages
------------------ --------------- ------------------ ------------------ ---------------------
Reporting Person Date Number of Shares Price per Share How the
transaction was
effected
------------------ --------------- ------------------ ------------------ ---------------------
HFG June 24, 2004 166,167 $1.14 Private Stock
Purchase Agreement
------------------ --------------- ------------------ ------------------ ---------------------
Halter June 8, 2004 131,722 $0.40 Exercise of Warrant
to purchase 131,722
shares of common
stock
------------------ --------------- ------------------ ------------------ ---------------------
During the past sixty days, the following Reporting Person sold the
following shares of Stock on the open market on the date and at the price set
forth below:
------------------ --------------- ---------------------- ----------------------
Reporting Person Date Number of Shares Sold Price per Share
------------------ --------------- ---------------------- ----------------------
Halter June 23, 2004 15,000 $3.00
------------------ --------------- ---------------------- ----------------------
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
Pursuant to a Put Option Agreement dated February 23, 2004 by and
between HFG, Glenn A. Little and Little and Company Investment Securities
("Little and Company"), HFG granted to Mr. Little and Little and Company the
right to sell up to 275,010 of Mr. Little and Little and Company's shares of
Stock to HFG at a price of $1.45 per share. The right may be exercised upon the
occurrence of certain stated conditions as set forth in the agreement and shall
expire upon the earlier of (i) the day the Issuer's securities are eligible for
trading on the NASDAQ, American Stock Exchange or New York Stock Exchange or
(ii) the first anniversary of the Commencement Date.
Pursuant to the Stock Purchase Agreement whereby HFG acquired 166,667
shares of Stock, the Issuer granted HFG the right to require the Issuer to
purchase up to 166,667 shares at a price of $1.14 per share. Such right may be
exercised at any time after the date that is six months after the Issuer files a
registration statement registering the 166,667 shares of Stock purchase by HFG.
The right expires upon the earlier of such registration statement being declared
effective by the Securities and Exchange Commission or such shares becoming
eligible for resale under Rule 144 under the Securities Act of 1933.
To the best knowledge of the Reporting Persons and except as set forth
in this Item 6, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons or between the
Reporting Persons and any other person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, or a pledge or contingency, the
occurrence of which would give another person voting power over shares of the
Stock.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
o Halter Financial Group, Inc. Stock Purchase Agreement dated June 23,
2004 and effective June 24, 2004
o Put Option Agreement dated February 23, 2004
________________________________________________________________________________
CUSIP No. 101400 30 7 13D Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: June 28, 2004
Halter Financial Group, Inc.,
a Texas corporation
By: /s/ Timothy P. Halter
----------------------------------
Its: President
---------------------------------
/s/ Timothy P. Halter
-------------------------------------
Timothy P. Halter
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the 23rd day of June, 2004, by and between Halter Financial Group,
Inc. ("Purchaser") and Boulder Acquisitions, Inc., a Nevada Corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 166,667 newly issued, restricted shares
(the "Shares") of the common capital stock of the Company, par value $0.001 per
share, upon the terms, provisions, and conditions and for the consideration
hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:
Section 1. Issuance and Sale of Shares.
Based upon the representations, warranties, and covenants and subject
to the terms, provisions, and conditions contained in this Agreement, the
Company agrees to sell and deliver the Shares to Purchaser, free and clear of
all liens, pledges, encumbrances, security interests, and adverse claims, and
Purchaser agrees to purchase the Shares from the Company for the consideration
hereinafter set forth.
Section 2. Purchase Price.
The total purchase price to be paid to the Company by Purchaser for the
Shares is $1.14 per Share (the "Purchase Price").
Section 3. The Closing.
Upon execution of this Agreement, the Company shall deliver to
Purchaser a certificate(s) evidencing the Shares issued in the name of
Purchaser, and immediately upon delivery thereof, Purchaser shall deliver to the
Company the Purchase Price.
Section 4. Representations and Warranties of Purchaser.
Purchaser acknowledges and understands that the Shares are being
acquired for investment in a transaction that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:
a) Purchaser is acquiring the Shares solely for investment purposes and
not with a view to, or for resale in connection with, any distribution
thereof or with any present intention of distributing or selling any
1
of the Shares, except as allowed by the Securities Act of 1933, as
amended, or any rules or regulations promulgated thereunder
(collectively, the "Act").
b) Purchaser will hold the Shares subject to all of the applicable
provisions of the Act, and Purchaser will not at any time make any
sale, transfer, or other disposition of the Shares in contravention of
said Act.
c) Purchaser acknowledges that it must bear the economic risk of its
investment in the Shares for an indefinite period of time since the
Shares have not been registered under the Act and therefore cannot be
sold unless the Shares are subsequently registered or an exemption
from registration is available.
d) The sale of the Shares to Purchaser is being made without any public
solicitation or advertisements.
Section 5. Representations and Warranties of the Company.
In connection with the transactions contemplated hereby, the Company
hereby represents and warrants to Purchaser as follows, with each such
representation and warranty pertaining to the Company and its direct and
indirect subsidiaries where applicable:
5.1. Organization, Standing and Power.
The Company is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated and has the
requisite corporate power and authority to carry on its business as now being
conducted. The Company is duly qualified or licensed to do business and is in
good standing in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse Effect. For purposes of this Agreement, the term "Company Material
Adverse Effect" means any material adverse effect with respect to the Company,
taken as a whole, or any change or effect that adversely, or is reasonably
expected to adversely, affect the ability of the Company to maintain its current
business operations or to consummate the transactions contemplated by this
Agreement in any material respect.
5.2. Validity of Transaction.
This Agreement and, as applicable, each other agreement contemplated
hereby are valid and legally binding obligations of the Company, enforceable in
accordance with their respective terms against the Company, except as limited by
bankruptcy, insolvency and similar laws affecting creditors generally, and by
general principles of equity. At the time that the Shares are sold, assigned,
transferred and conveyed to Purchaser pursuant to this Agreement, the Shares
will be duly authorized, validly issued, fully paid and nonassessable. The
execution, delivery and performance of this Agreement have been duly authorized
by the Company and will not violate any applicable federal or state law, any
order of any court or government agency or the articles or certificate of
incorporation of the Company. The execution, delivery and performance of this
Agreement and each other agreement contemplated hereby will not result in any
2
breach of or default under, or result in the creation of any encumbrance upon
any of the assets of the Company pursuant to the terms of any agreement by which
the Company or any of its respective assets may be bound. No consent, approval
or authorization of, or registration or filing with any governmental authority
or other regulatory agency, is required for the validity of the execution and
delivery by the Company of this Agreement or any documents related thereto.
5.3. Capital Structure.
The authorized capital stock of the Company consists of 100,000,000
shares of common stock, par value $0.001 per share (the "Company Common Stock").
On the Closing Date hereof, there will be 15,702,903 shares of Company Common
Stock issued and outstanding. No shares of Company Common Stock will be held by
the Company in its treasury. All outstanding shares of capital stock of the
Company will have been duly authorized and validly issued, and will be fully
paid and nonassessable and not subject to preemptive or similar rights. No bonds
debentures, notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for, securities having the right to vote)
on any matters on which the stockholders of the Company may vote are issued or
outstanding. There are no outstanding stock appreciation rights or similar
derivative securities or rights of the Company.
5.4. Authority: Noncontravention.
The Company has the requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated by this
Agreement. The execution and delivery of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and, assuming
this Agreement constitutes the valid and binding agreement of Purchaser,
constitutes a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies and to general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity). The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated by this Agreement and compliance
with the provisions hereof will not, (a) conflict with any of the provisions of
the charter documents or bylaws of the Company, (b) subject to the governmental
filings and other matters referred to in the following sentence, conflict with,
result in a breach of or default (with or without notice or lapse of time, or
both) under, or give rise to a right of first refusal, termination, cancellation
or acceleration of any obligation (including to pay any sum of money) or loss of
a benefit under, or require the consent of any person under, any indenture or
other agreement, permit, concession, ground lease, franchise, license or similar
instrument or undertaking to which the Company is a party or by which the
Company or any of the assets of either entity are bound, result in the creation
or imposition of a material Lien or other restriction or encumbrance on any
material asset of the Company, which, singly or in the aggregate, would have a
Company Material Adverse Effect, or (c) subject to the governmental filings and
other matters referred to in the following sentence, violate any domestic or
foreign law, rule or regulation or any order, writ, judgment, injunction,
decree, determination or award currently in effect except for such violations,
3
which, singly or in the aggregate, would only have an immaterial effect. Except
as otherwise required by applicable state or federal securities laws, no
consent, approval or authorization of, or declaration or filing with, or notice
to, any domestic or foreign governmental agency or regulatory authority (a
"Governmental Entity") or any third party which has not been received or made,
is required by or with respect to the Company in connection with the execution
and delivery of this Agreement by the Company or the consummation by the Company
of the transactions contemplated hereby, except for consents, approvals,
authorizations, declarations, filings and notices that, if not obtained or made,
will not, individually or in the aggregate, result in a Company Material Adverse
Effect. "Lien" means, collectively, all material pledges, claims, liens,
charges, mortgages, conditional sale or title retention agreements,
hypothecations, collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever.
5.5. Restrictions Upon Registration.
The Company agrees that for the twelve month period following the
execution date of this Agreement it shall not file a registration statement, of
any type, with the Commission for the purpose of registering shares of the
Company's common stock held by those persons who received such shares pursuant
to that certain Securities Exchange Agreement, dated effective as of June 23,
2004, entered into by and among Sifang Holdings Co., Ltd., a corporation
organized under the laws of the Cayman Islands ("Holding Co"), the Company and
the shareholders of Holding Co.
5.6. Absence of Certain Changes or Events; No Undisclosed Material
Liabilities.
Except as otherwise set forth in the Company's periodic reports as
filed with the U.S. Securities and Exchange Commission pursuant to the
requirements of the Securities Exchange Act of 1934, the Company has no
Liabilities. "Liability" means, as to any person, all debts, liabilities and
obligations, direct, indirect, absolute or contingent of such person, whether
accrued, vested or otherwise, whether known or unknown and whether or not
actually reflected, or required in accordance with GAAP to be reflected, in such
person's balance sheet.
5.7. Compliance with Applicable Laws.
The Company has and after giving effect to the transactions
contemplated hereby will have in effect all federal, state, local and foreign
governmental approvals, authorizations, certificates, filings, franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease
or operate its properties and assets and to carry on its business as now
conducted, and to the knowledge of the Company there has occurred no default
under any such Permit, except for the lack of Permits and for defaults under
Permits which individually or in the aggregate would not have a Company Material
Adverse Effect. To the Company's knowledge, the Company is in compliance with,
and has no liability or obligation under, all applicable statutes, laws,
ordinances, rules, orders and regulations of any Governmental Entity, including
any liability or obligation to undertake any remedial action under hazardous
substances laws, except for instances of non-compliance, liabilities or
obligations, which individually or in the aggregate would only have an
immaterial effect.
4
5.8. Litigation, etc.
As of the date hereof, (a) there is no suit, claim, action or
proceeding (at law or in equity) pending or, to the knowledge of the Company,
threatened against the Company (including, without limitation, any product
liability claims) before any court or governmental or regulatory authority or
body, and (b) the Company is not subject to any outstanding order, writ,
judgment, injunction, order, decree or arbitration order that, in any such case
described in clauses (a) and (b), (i) could reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect or (ii)
involves an allegation of criminal misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended. As of the date hereof, there
are no suits, actions, claims or proceedings pending or, to the Company's
knowledge, threatened, seeking to prevent, hinder, modify or challenge the
transactions contemplated by this Agreement.
5.9. Disclosure.
The representations and warranties and statements of fact made by the
Company in this Agreement are, as applicable, accurate, correct and complete and
do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements and information
contained herein not false or misleading.
Section 6. Survival of Representations and Warranties.
All representations, warranties, covenants, and agreements contained
herein shall not be discharged or dissolved upon, but shall survive the closing
and shall be unaffected by any investigation made by any party at any time.
Section 7. Registration Rights.
7.1. Registration by the Company.
(a) Mandatory Registration. As promptly as practicable (but in no event
later than 30 days) after the date of this Agreement, the Company shall
file a registration statement (the "Registration Statement") with the
Commission under the Act covering the Shares.
(b) Registration Statement Form. Registrations under this Section 7.1
shall be on such appropriate registration form of the Commission as
shall be reasonably selected by the Company.
(c) Effective Registration Statement. A registration required pursuant
to this Section 7.1 shall not be deemed to have been effected (i)
unless the Registration Statement has become effective and remained
effective in compliance with the provisions of the Act with respect to
the disposition of all of the Shares covered by such Registration
Statement until such time as all of the Shares have been disposed of in
accordance with the intended methods of disposition by the Purchaser
set forth in such Registration Statement (unless the failure to so
dispose of such Shares shall be caused solely by reason of a failure on
the part of the Purchaser).
5
7.2. Priority Registrations.
Subject to the limitations set forth below, the Registration Statement
may include, in addition to the Shares, other securities of the Company which
are proposed to be sold for the account of the Company or any other stockholders
thereof.
7.3. Registration Procedures.
The Company will, as expeditiously as possible:
a) prepare and file with the Commission the requisite Registration
Statement to effect such registration and thereafter use its
reasonable best efforts to cause such Registration Statement to become
effective;
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 to comply with the provisions of the Act with respect to
the disposition of all the Shares covered by such Registration
Statement until the earlier of the time as all of such Shares have
been disposed of in accordance with the intended methods of
disposition by the Purchaser set forth in such Registration Statement
or the date that the Shares are eligible for resale pursuant to the
provisions of Rule 144 under the Act;
c) furnish such number of conformed copies of such Registration Statement
and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus
contained in such Registration Statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed
under Rule 424 under the Act, in conformity with the requirements of
the Act, and such other documents, as the Purchaser may reasonably
request;
d) use its reasonable best efforts (i) to register or qualify the Shares
under such other securities or blue sky laws of such States of the
United States of America where an exemption is not available and as
Purchaser shall reasonably request, (ii) to keep such registration or
qualification in effect for so long as such Registration Statement
remains in effect, and (iii) to take any other action which may be
reasonably necessary or advisable to enable the Purchaser to
consummate the disposition in such jurisdictions of the securities to
be sold by the Purchaser, except that the Company shall not for any
such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it would not but for
the requirements of this subdivision (d) be obligated to be so
qualified or to consent to general service of process in any such
jurisdiction;
e) use its reasonable best efforts to cause all Shares covered by such
Registration Statement to be registered with or approved by such other
federal or state governmental agencies or authorities as may be
necessary in the opinion of counsel to the Company and counsel to the
Purchaser to enable the Purchaser to consummate the disposition of
such Shares;
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f) notify the Purchaser at any time when a prospectus relating thereto is
required to be delivered under the Act, upon discovery that, or upon
the happening of any event as a result of which, the prospectus
included in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, in the light of the circumstances under which
they were made, and at the request of the Purchaser promptly prepare
and furnish to it a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, 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 in the light
of the circumstances under which they were made;
g) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and, if required,
make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least
twelve months, but not more than eighteen months, beginning with the
first full calendar month after the effective date of such
Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Act and Rule 158 promulgated
thereunder, and promptly furnish to Purchaser a copy of any amendment
or supplement to such Registration Statement or prospectus;
h) provide and cause to be maintained a transfer agent and registrar
(which, in each case, may be the Company) for all the Shares covered
by such Registration Statement from and after a date not later than
the effective date of such registration; and
i) use its reasonable best efforts to list the Shares on any national
securities exchange on which the shares of the same class covered by
such Registration Statement are then listed and, if no such shares are
so listed, on any national securities exchange on which the common
stock is then listed.
Purchaser agrees by acquisition of the Shares that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
subdivision (f) of this Section 7.3, such holder will forthwith discontinue such
disposition of the Shares pursuant to the Registration Statement until
Purchaser's receipt of the copies of the supplemented or amended prospectus
contemplated by subdivision (f) of this Section 7.3 and, if so directed by the
Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such holder's possession of the
prospectus relating to the Shares current at the time of receipt of such notice.
7.4. Indemnification.
(a) Indemnification by the Company. The Company will, and hereby does,
indemnify and hold harmless, in the case of the Registration Statement
filed pursuant to Section 7.1, the Purchaser and its respective
directors, officers, partners, agents and affiliates, against any
losses, claims, damages or liabilities, joint or several, to which
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Purchaser or any such director, officer, partner, agent, affiliate or
controlling person may become subject under the Act or otherwise,
including, without limitation, the fees and expenses of legal counsel,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement,
any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein in
light of the circumstances in which they were made not misleading, and
the Company will reimburse Purchaser and each such director, officer,
partner, agent, affiliate and controlling person for any legal or any
other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration
Statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by or on behalf of
the Purchaser, specifically stating that it is for use in the
preparation thereof. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of
Purchaser or any such director, officer, partner, agent, affiliate or
controlling person and shall survive the transfer of such securities by
the Purchaser.
(b) Indemnification by the Purchaser. As a condition to including the
Shares in the Registration Statement, the Company shall have received
an undertaking satisfactory to it from the Purchaser, to indemnify and
hold harmless (in the same manner and to the same extent as set forth
in Section 7.4(a)) each other seller, if any, the Company, and each
director of the Company and each officer of the Company, with respect
to any statement or alleged statement in or omission or alleged
omission from such Registration Statement, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement
or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by the
Purchaser specifically stating that it is for use in the preparation of
such Registration Statement, preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement; provided, ---------
however, that the liability of such indemnifying party under this
Section 7.4(b) shall be limited to the amount of proceeds received by
such indemnifying party giving rise to such liability. Such indemnity
shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any such director, officer or
controlling person and shall survive the transfer of such securities by
the Purchaser.
(c) Notices of Claims, etc. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding
involving a claim referred to in Section 7.4 (a) or (b), such
indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, however, that the failure of any
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indemnified party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under the preceding
subdivisions of this Section 7.4, except to the extent that the
indemnifying party is actually prejudiced by such failure to give
notice. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it may wish, to assume the
defense thereof, with counsel reasonably satisfactory to such
indemnified party; provided, however, that any indemnified party may,
at its own expense, retain separate counsel to participate in such
defense. Notwithstanding the foregoing, in any action or proceeding in
which both the Company and an indemnified party is, or is reasonably
likely to become, a party, such indemnified party shall have the right
to employ separate counsel at the Company's expense and to control its
own defense of such action or proceeding if (a) there are or may be
legal defenses available to such indemnified party or to other
indemnified parties that are different from or additional to those
available to the Company or (b) any actual conflict exists between the
Company and such indemnified party that would make such separate
representation advisable; provided, however, that the Company may limit
the fees and expenses that it pays in any one legal action or group of
related legal actions to those fees and expenses of one firm of
attorneys (together with appropriate local counsel), which firm of
attorneys (together with appropriate legal counsel) shall be designated
in writing by a majority of the indemnified parties who are a party to,
or are reasonably likely to become parties to, such legal action or
group of related legal actions. No indemnifying party shall be liable
for any settlement of any action or proceeding effected without its
written consent, which consent shall not be unreasonably withheld or
delayed. No indemnifying party shall, without the consent of the
indemnified party, which consent shall not be unreasonably withheld or
delayed, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation or which requires
action other than the payment of money by the indemnifying party.
(d) Contribution. If the indemnification provided for in this Section
7.4 shall for any reason be held by a court to be unavailable to an
indemnified party under Section 7.4(a) or (b) hereof in respect of any
loss, claim, damage or liability, or any action in respect thereof,
then, in lieu of the amount paid or payable under Section 7.4(a) or
(b), the indemnified party and the indemnifying party under Section
7.4(a) or (b) shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred
in connection with investigating the same), (i) in such proportion as
is appropriate to reflect the relative fault of the Company and the
Purchaser which resulted in such loss, claim, damage or liability, or
action or proceeding in respect thereof, with respect to the statements
or omissions which resulted in such loss, claim, damage or liability,
or action or proceeding in respect thereof, as well as any other
relevant equitable considerations or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion
as shall be appropriate to reflect the relative benefits received by
the Company and the Purchaser from the offering of the securities
covered by such Registration Statement, provided, that for purposes of
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this clause (ii), the relative benefits received by the Purchaser shall
be deemed not to exceed the amount of proceeds received by the
Purchaser. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. The Purchaser's obligation to contribute as provided
in this Section 7.4(d) is several in proportion to the relative value
of its respective Shares covered by such Registration Statement and not
joint. In addition, no person shall be obligated to contribute
hereunder any amounts in payment for any settlement of any action or
claim effected without such person's consent, which consent shall not
be unreasonably withheld.
(e) Other Indemnification. Indemnification and contribution similar to
that specified in the preceding subdivisions of this Section 7.4 (with
appropriate modifications) shall be given by the Company and the
Purchaser with respect to any required registration or other
qualification of securities under any federal or state law or
regulation of any governmental authority other than the Act.
(f) Indemnification Payments. The indemnification and contribution
required by this Section 7.4 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as
and when bills are received or expense, loss, damage or liability is
incurred.
Section 8. Put Option.
(a) Subject to the provisions of subparagraphs (b) and (c) or this
Section 8, the Company hereby grants to Purchaser an option to require
the Company to purchase up to 166,667 Shares at a price of $1.14 per
share (the "Put Option").
(b) The Put Option may be exercised at any time after the date that is
six months after the Company files the Registration Statement
registering the Shares up to and including the earlier of the date that
such Registration Statement is declared effective by the Commission or
the Shares are eligible for resale under Rule 144 under the Act (the
"Expiration Date").
(c) The Put Option may be exercised by written notice given by the
Purchaser to the Company exercising the Put Option. If the Put Option
is not exercised by the Expiration Date, then the Put Option will
terminate, and be null, void and of no further effect immediately
following the Expiration Date.
Section 9. Entirety and Modification.
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all
prior agreements and understandings, whether oral or written, between the
parties hereto relating to such subject matter. No modification, alteration,
amendment, or supplement to this Agreement shall be valid or effective unless
the same is in writing and signed by all parties hereto.
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Section 10. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto, their successors and permitted assigns, heirs, and
personal representatives.
Section 11. Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement as of the date first written above.
PURCHASER: HALTER FINANCIAL GROUP, INC.
By: /s/ Timothy P. Halter
---------------------------------
Name: Timothy P. Halter
Title: President
COMPANY: BOULDER ACQUISITIONS, INC.
By: /s /Tai Caihua
---------------------------------
Tai Caihua
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PUT OPTION AGREEMENT
This PUT OPTION AGREEMENT (this "Agreement") is made as of this 23rd
day of February, 2004 by Glenn A. Little ("Little"), Little and Company
Investment Securities ("Little and Company") and Halter Financial Group, Inc.
("HFG" and together with Little and Little and Company, the "Parties").
RECITALS
WHEREAS, Little and Little and Company are the owners of an aggregate
amount of 275,010 shares of common stock, par value $.001 (the "Common Stock")
of Boulder Acquisition, Inc. (the "Company"); and
WHEREAS, as provided below, HFG will irrevocably grant to Little and
Little and Company an option to sell up to an aggregate amount of 275,010 of
Little and Little and Company's shares of Common Stock to HFG, subject to and
upon the terms and conditions set forth hereafter;
NOW, THEREFORE, in consideration of Ten United States Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged;
THE PARTIES AGREE AS FOLLOWS:
1. Put Option.
a. HFG hereby grants to Little and Little and Company an
option to require HFG to purchase up to an aggregate amount of 275,010 of Little
and Little and Company's shares of Common Stock at a price of $1.45 per share,
under the terms of this Agreement.
b. The Put Option may be exercised at any time after the date
that is sixty (60) days after the Company completes a reverse-merger transaction
with an operating private company (the "Commencement Date") up to and including
the earlier of (i) the day the Company's securities are eligible for trading on
the NASDAQ, American Stock Exchange or New York Stock Exchange or (ii) the first
anniversary of the Commencement Date (the "Expiration Date").
2. Exercise of the Option.
a. The Put Option may be exercised by written notice given by
both Little and Little and Company to HFG exercising the Put Option.
b. If the Put Option is not exercised by the Expiration Date,
then the Put Option will terminate, and be null, void and of no further effect
immediately following the Expiration Date.
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3. Little and Little and Company's Representations and Warranties.
Little and Little and Company hereby represent and warrant to HFG that:
a. Little and Little and Company have the full legal right,
power and authority, without the consent of any other person, to execute and
deliver this Agreement and to carry out the transactions contemplated hereby.
b. This Agreement has been duly executed and delivered by
Little and Little and Company and is the lawful, valid and legally binding
obligation of Little and Little and Company enforceable in accordance with its
terms.
c. This Agreement does not violate any other agreement to
which Little or Little and Company is a party or any agreement or law of which
Little or Little and Company are aware.
4. Notices. Any notice required or permitted by any provision of this
Agreement shall be given in writing and shall be delivered personally or by
courier, or by registered or certified mail, postage prepaid, addressed to the
applicable address as set forth in the signature page hereto or such other
address as the Parties may designate in writing from time to time. Notices that
are mailed shall be deemed received five (5) days after deposit in the United
States mail. Notices sent by courier or overnight delivery shall be deemed
received two (2) days after they have been so sent.
5. Further Instruments and Actions. The Parties agree to execute such
further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.
6. Entire Agreement. This Agreement contains the entire understanding
of the Parties hereto with respect to the subject matter hereof, supersedes all
other agreements between or among any of the Parties with respect to the subject
matter hereof. This Agreement shall be interpreted under the laws of the State
of Texas without reference to conflicts of law provisions.
7. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the Parties. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon Little, Little and Company
and HFG and their respective successors and assigns.
8. Assignment. Neither Party may assign all or any part of its rights
and/or obligations under this Agreement without the prior written consent of the
other Party.
9. Severability. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
10. Parties In Interest--No Third Party Beneficiaries. Except as
otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the Parties hereto. Neither this
Agreement nor any other agreement contemplated herein shall be deemed to confer
upon any other person not a Party hereto or thereto any rights or remedies
hereunder or thereunder.
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11. Governing Law. This Agreement and the rights and obligations of the
Parties hereto shall be governed by and construed and enforced in accordance
with the laws of the state of Texas.
12. Confidentiality - Publicity And Disclosures. Each Party shall keep
this Agreement and its terms confidential, and shall make no press release or
public disclosure, either written or oral, regarding the transactions
contemplated herein without the prior knowledge and written consent of the other
Party hereto. The foregoing shall not prohibit any disclosure: (i) required by
law or regulatory authorities to be made by one of the Parties, provided that
the Party required to make such disclosure shall first consult with the other
Party with respect to the form and substance of the proposed disclosure; (ii) to
attorneys, accountants, investment bankers, or other agents of the Parties
assisting the Parties in connection with the transactions contemplated herein.
13. Attorney's Fees. In the event that any dispute among the Parties to
this Agreement should result in litigation, the prevailing Party in such dispute
shall be entitled to recover from the losing Party all fees, costs and expenses
of enforcing any right of such prevailing Party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
Halter Financial Group, Inc.
Address: 12890 Hilltop Road By: /s/ Timothy P. Halter
Argyle, Texas 76226 -------------------------------------
Timothy P. Halter, President
Address: 211 West Wall Street By: /s/ Glenn A. Little
Midland, Texas 79701-4556 -------------------------------------
Glenn A. Little, Individually
Little and Company Investment Securities
Address: 211 West Wall Street By: /s/ Glenn A. Little
Midland, Texas 79701-4556 -------------------------------------
Glenn A. Little, President
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