To: William T. Katz who wrote (5438 ) 5/20/1998 12:29:00 PM From: DiViT Read Replies (1) | Respond to of 6297
Talk about a conflict on interest. Busted... ACQUISITION OF INTELLIGENT INSTRUMENTS CORPORATION. The Board of Directors has agreed to acquire Intelligent Instruments Corporation, an intellectual property holding company owned by Mark Koz, in exchange for two million shares of the Company's Common Stock. The acquisition of Intelligent Instruments Corporation may take the form of the acquisition of substantially all of its assets. The actual structure will be based on negotiations between the parties. Intelligent Instruments Corporation holds the patent for a proprietary set-top box design and has applied for a patent for a proprietary server design, both of which complement and enhance the technology being developed by the Company. The acquisition of the intellectual property of Intelligent Instruments Corporation is subject to both parties analyzing structure, tax and accounting issues and entering into a definitive agreement. In determining the value of Intelligent Instruments Corporation, the board considered the patents owned and pending which are held by Intelligent Instruments the potential markets in which products may be developed using Intelligent Instruments Corporation's patents and that the Common Stock to be issued will be restricted. The proposed purchase price was negotiated between Mr. Koz and Mr. Anderson on behalf of the Company. Subject to entering into a definitive agreement, the acquisition was approved by the Board of Directors, with Mr. Koz abstaining from voting. As of May 15, 1998, the parties have agreed to renegotiate the terms of the proposed acquisition, including seeking an independent third party appraisal as to the value of the assets. Therefore, at this time, the acquisition of Intelligent Instruments is not probable.