To: Big Dog who wrote (73 ) 7/16/1999 10:18:00 PM From: M. Carver Respond to of 85
Press Release TODAY from Dega (7/16/99). Although this press release was released to newswire services today, it has not yet been picked up. Look for this release to be more visible to the investment community on Monday. This is a significant update from Dega on what they think of Spectre and their "lawsuit" to seize Dega assets! Read on: Clarification of the Dega/Spectre Relationship SAN LUIS OBISPO, Calif., July 16 /PRNewswire/ -- Dega (OTC Bulletin Board: DEGA - news) and Spectre agreed to merge in 1998. Spectre was to provide $5 million in $1 million increments. Spectre failed in this mission. Spectre did provide Dega with a $300,000 capital loan in the form of an unsecured promissory note. Spectre failed to provide the $5 million as agreed and the merger agreement was rewritten. New terms included an extension of time over which the funding was to take place. In return for the $300,000 loan, Dega agreed to lower the initial contribution of Spectre to $3 million, with an extended funding schedule. As an additional inducement for this amendment, Spectre advanced an additional $210,000 to Dega. This note allowed Dega to satisfy the debt with Dega stock. Spectre failed to pay the $3 million. A new schedule was agreed to, beginning with a payment of $500,000 in January 1999. Spectre failed to pay the $500,000. During the month of February, based on Spectre's assurances of fulfillment of their obligations, Dega launched into an extensive campaign to provide due diligence to Spectre and their investors. This included preparation of spread sheets, market analysis, sales programs and numerous other details as to how Dega planned to launch its product and penetrate the market, all to no avail since Spectre failed to produce the promised investors. In March of 1999, Dega received a call from a group that had been previously introduced to them by Spectre. This group solicited Dega for a number of US-based venture capitalists and fund managers to provide working capital. Again, Dega complied with extensive due diligence requests, only to be told that funding would only be possible if Dega terminated its relationship with Spectre. Following the breach of agreement in January, Spectre, by and through their agents, misused confidential information obtained while allegedly conducting due diligence. During this investigation, Spectre located a secured promissory note for $150,000 (secured by a UCC-1 filing on the physical assets of Dega superior to Spectre's note) owed to Dega's bank. Dega, while negotiating with the bank to extend the $150,000 secured note, was unaware that Spectre, using funds committed to investment in Dega, purchased the note from the bank. A shareholder meeting was called for the 4th of May 1999, at which time Dega shareholders were to vote on the merger agreement with Spectre. Spectre used the money dedicated to Dega to buy the note of Dega; consequently, Dega was unable to pay off the note and Spectre declared default. On May 3rd, the day before the shareholder meeting, an agent of Spectre appeared on Dega premises and demanded possession of the assets. The demand was rejected. At the shareholder meeting on May 4th, the shareholders voted to table the merger vote until May 27th in order to allow Spectre additional time to perform its verbal and written original commitments to provide information, the promised $5 million and financial statements as to what Spectre is (in the form of a corporation in good standing, who the shareholders are, what the dilution of the transaction would be). Dega negotiated with Spectre in good faith to settle these outstanding obligations. Spectre agreed (verbally) to settle for a given number of shares of common stock. Within 24 hours, they reneged. Negotiations continued for the next several weeks. Dega demanded the cost to cure the $150,000 note, interest and costs. Dega also tendered shares for the settlement of the $210,000 note according to its terms, Spectre refused to comply on both counts. Spectre (through its agents and officers) has engaged in a continuous disinformation campaign about Dega. Spectre broadcast through the media and personal contacts what they intended to do to Dega and that Dega shareholders should dump their stock. Spectre sued to foreclose on the assets of Dega. Dega will respond by tendering payment for the $150,000 plus costs. Under California law they must accept such a tender. Dega has been and is perfectly capable of managing its obligations in the ordinary course of business. This includes some minor litigation which the company disputes. Three weeks ago Dega introduced the beta model of the DegaSource search engine. The pre-production prototype has been demonstrated on-line to several key aftermarket suppliers and manufacturers, including Ford Motor Company. Dega is the original creator of the Ford Computerized Parts Display (CPD) on CD-ROM. SOURCE: Dega Technology, Inc.