What are your thoughts regarding this?
Not sure if this link copies.
If you copy and past I think it will work.
freeedgar.com
On May 19, 1999, the Company entered into an Asset Purchase Agreement
(the "Agreement") with L&H for the sale (the "Sale") of the operations and a
significant portion of the assets of the HSG. The transaction calls for L&H to
purchase the HSG for $24,000,000 with $19,000,000 in cash to be paid at closing
and $5,000,000 of which will be escrowed for 18 months for potential
indemnification of L&H against certain matters, including, but not limited to,
breaches of representations, warranties, covenants and agreements made by the
Company in the Agreement. If the closing of the Sale occurs before September 3,
1999, then the escrowed amount will be reduced to $2,500,000. If the closing
occurs after September 3, 1999, and if the Company grants L&H a perpetual,
royalty-free, non-exclusive license to certain of its handwriting technology,
then the escrowed amount will be reduced to $2,500,000.In addition to the
$24,000,000, additional consideration may be paid over two years following the
closing, as follows: (i) if L&H generates gross revenues of $9,000,000 from
sales or licensing of PowerScribe branded products and services, together with
products and services that include or incorporate PowerScribe technology (the
"PowerScribe Products") during the first year it sells or licenses the
PowerScribe Products, L&H will pay an additional $2,000,000 to the Company; and
(ii) if L&H generates $20,000,000 of gross revenues from the sales or licensing
of the PowerScribe Products during the second consecutive year it sells or
licenses the PowerScribe Products, L&H will pay an additional $2,000,000 to the
Company. The amount of consideration to be paid for the HSG was determined based
on a discounted earnings multiple of the three-year projected operations of the
HSG. |
