BRYAN & ALL - WAY BEHIND! Will try to catch up! Here is a re-typed copy of a typical "Exhibit" of an "individual agreement" to support (supposedly) a share distribution.
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EXHIBIT 1
SYSTEMS OF EXCELLENCE LETTERHEAD
December 1, 1995
Ms. Josephine Brooks
3050 Biscayne Blvd.
Miami, FL 33132
Dear Ms. Brooks:
Whereas, Josephine Brooks and SEXI (the Company) desire to formalize their understanding regarding professional services to be provided to the Company, the following terms and conditions summarize these understandings:
Scope of Services
Josephine Brooks and the Company have agreed that these services shall include the marketing of the Company, its products and technology. In conjunction with Ms. Purvis and Ms. Perkins, Ms Brooks will provide the Company with possible acquisition candidates. To date Ms. Brooks, Mrs. Purvis and Ms. Perkins are solely responsible for the Company's introduction to ICMX Federal Systems. A Letter of Intent for this acquisition is currently pending.
The three are also responsible for the Company's introduction to Dr. Jerry Thornthwaite and the flow cytometer technology he has developed with his partners.
Length of Contract
The terms of this agreement will be for 2 years. Ms. Brooks, as part of this understanding, agrees that any shares received will be held in "lock up" for one year from the date of this agreement. After the lock up period, Ms. Brooks, Ms. Purvis, and Ms. Perkins agree that no more than 50,000 shares will be sold per week from their group.
Consideration
Ms. Brooks and the Company agree these services will require total fees of $1,000,000. The parties further agree that such amounts may be paid in cash, or in stock. Accordingly, the Company, at its discretion, will pay Ms. Brooks either $1,000,000 in cash, or 2,650,000 shares of stock in the Company.
Sincerely,
s
Charles O. Huttoe
Chairman & CEO
Agreed to:
s
Josephine Brooks
(end of document)
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ME AGAIN
This is the format of most of the Exhibits used to support distribution of shares. Just a letter, using basically the same words and conditions for most of the rest of the recipients of shares under the S-8's. Few changes were made from letter to letter - just change the names, the service to be performed, the number of years of the agreement (from 1 to 3), whether there is a "lock up" provision included (many did, but ALL WERE FOR ONLY ONE YEAR), a few had a limitation of a number of shares that could be sold per week thereafter, the dollar amount due, and the number of shares payable in lieu of cash. The number of shares to be issued were often at the rate shown on the face of the S-8 (being the closing price of the stock on the day previous to the date of the S-8), but not necessarily.
In the case of Ms. Brooks shown above (which calculates out to be $.38 per share), this letter was an Exhibit to S-8 333-5614 (for June 1996) which had a rate of $3.20 shown on its face, yet she was "issued" 1,000,000 shares in addition to the "Grant of Common Stock" previously (in Dec 95 - 250,000, Jan - 250,000, Feb - 500,000, and Mar - 900,000).
Let me go over the "Lock up" provision a bit more. I know of no specific definition of such a term. There is no provision for enforcement, so we are left to wonder if it was just to be based on the "Honor System" or "Trust" or what??? In the body of the S-8's on the "Grant" page, the last sentence reads, "There are no restrictions placed on any of the shares of the above mentioned individuals." I WONDER OF ANY OF THEM STILL OWN ANY OF THESE SHARES? IF WE HAD A CURRENT SHAREHOLDERS' LIST, WE WOULD KNOW!!! Yesterday, I formally requested a letter of authorization from SEI so that I could get the Transfer Agent to release a Shareholders List to me? No response yet!
To keep these postings from getting too long, I will continue to break them up by subject. Open to suggestions, if someone feels a different format would be preferable.
SEDONA John (working my way thru it, in Paradise) |
