SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 3, 1996
(Date of earliest event reported)
EXTECH CORPORATION
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(Exact name of Registrant as specified in charter)
Delaware 0-1665 36-2476480
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(State or other (Commission File No.) IRS Employer Identi-
jurisdiction of fication Number)
incorporation)
90 Merrick Avenue, East Meadow, New York 11554
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 794-6300
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a certain Subscription Agreement, dated as of June
3, 1996 by and between EXTECH Corporation ("EXTECH" or the "Company) and
Morton L. Certilman, Jay M. Haft and Sterling Foster Holding Corp. ("Sterling
Foster"), the Company has issued 3,200,000 shares of EXTECH Common Stock at
a price of $0.25 per share (the "Offering") for a total subscription price of
$800,000. Of such amount, $450,000 was paid by Sterling Foster for the
purchase of 1,800,000 shares (of which, the Company has been advised, Adam
Lieberman is the President and Sole Shareholder) and $175,000 was paid by
each of Jay M. Haft, Chairman of the Board of the Company, and Morton L.
Certilman, President of the Company, for the purchase of 700,000 shares each.
As a result of the offering, Messrs. Certilman and Haft and Sterling
Foster now own, respectively, 911,893, 910,393 and 1,800,000 shares of EXTECH
Common Stock (or approximately 16.3%, 16.3% and 32.2%, respectively, of the
5,591,367 outstanding shares of the Company).
Messrs. Certilman and Haft have indicated their intention to consult
with each other with respect to the acquisition, voting and disposition of their
respective shares of EXTECH Common Stock. However, they have stated that each
independently makes his own decisions with respect to such matters. In
addition, they have indicated that neither has any economic interest in the
shares of EXTECH Common Stock directly owned by the other.
The proceeds of the offering are intended to be used by the Company
in connection with the acquisition and/or operation of one or more sports
franchises and/or related sports equipment companies. While the Company is
currently exploring a number of business opportunities in this regard, no
definitive agreements are in place and no assurances can be given that any such
transactions will be consummated.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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To be filed by amendment.
(c) Exhibits
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(1) Subscription Agreement, dated as of June 3,
1996, among EXTECH, Morton L. Certilman, Jay
M. Haft and Sterling Foster
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EXTECH CORPORATION
Dated: June 17, 1996 By: /s/
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Morton L. Certilman
President
Exhibit 1
SUBSCRIPTION AGREEMENT made as of the 3rd day of June, 1996
between EXTECH CORPORATION, a Delaware corporation (the "Company"), and the
undersigned subscribers (individually, a "Subscriber" and collectively, the
"Subscribers").
The Company desires to obtain financing by selling to the
Subscribers an aggregate of 3,200,000 Common Shares, par value $.01 per
share (the "Shares"), at a price of $0.25 per Share (the "Offering"). Each
Subscriber desires to purchase the number of Shares set forth on the
signature page hereof.
NOW, THEREFORE, for and in consideration of the mutual
representations and covenants hereinafter set forth, the parties hereto do
hereby agree as follows:
I. SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter
set forth, each Subscriber hereby subscribes for and irrevocably agrees to
purchase from the Company the number of Shares set forth on the signature
page hereof, and the Company agrees to sell such Shares to each of the
Subscribers, at a purchase price equal to $0.25 per Share. The purchase
price is payable on June 10, 1996 by check made payable to the order of the
Company. The certificates evidencing the Shares purchased by the
Subscribers will be delivered by the Company to the Subscribers as soon as
practicable following the Company's receipt of the purchase price therefor.
II. REPRESENTATIONS BY SUBSCRIBER
Each Subscriber understands and agrees that the Company
is relying and may rely upon the following representations, warranties and
agreements made by such Subscriber in entering into this Agreement:
2.1 Each Subscriber recognizes that the purchase of
the Shares involves a high degree of risk and is suitable only for persons
of adequate financial means who have no need for liquidity in this
investment in that (a) he may not be able to liquidate his investment in
the event of emergency; (b) transferability is extremely limited; and (c)
in the event of a disposition, he could sustain a complete loss of his
investment.
2.2 Each Subscriber acknowledges that he (a) is
competent to understand and does understand the nature of the investment;
and (b) must be able to bear the economic risk of the investment.
2.3 Each Subscriber understands that he must be an
accredited investor as described in paragraph 2.3.1 through 2.3.3 hereof to
qualify for the purchase of the Shares, and hereby represents and warrants
that he is an accredited investor. In order to be an accredited investor,
he must be one or more of the following:
2.3.1 A Director or executive officer of the
Company;
2.3.2 A natural person whose individual net worth
or joint net worth with that person's spouse, at the time of his purchase,
exceeds $l,000,000; or
2.3.3 A natural person who had an individual
income in excess of $200,000 in each of the two most recent years or joint
income with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in
the current year.
2.4 Each Subscriber acknowledges that he has
significant prior investment experience, including investment in non-listed
and non-registered securities, and that he has read all of the documents
furnished or made available by the Company to evaluate the merits and risks
of his investment; and that he recognizes the highly speculative nature of
this investment and is able to bear the economic risk he hereby assumes.
2.5 Each Subscriber hereby represents that the Company
has furnished to him a copy of the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1995 and Quarterly Report on Form
10-QSB for the period ended March 31, 1996. The Subscriber represents
further that he has been furnished with all information regarding the
Company which he has requested or desired to know; that all other documents
which could be reasonably provided have been made available for his
inspection and review; and that he has been afforded the opportunity to ask
questions of and receive answers from duly authorized officers and/or other
representatives of the Company concerning the terms and conditions of the
Offering, and any additional information which he has requested.
2.6 Each Subscriber hereby acknowledges that this
Offering of Shares has not been reviewed by the Securities and Exchange
Commission (the "SEC") because it is intended to be a non-public offering
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Act").
2.7 Each Subscriber represents that the Shares are
being purchased for his own account, for investment, and not for
distribution or resale to others. Each Subscriber agrees that he will not
sell, transfer or otherwise dispose of the Shares or any portion thereof,
unless they are registered under the Act or unless an exemption from such
registration is available.
2.8 Each Subscriber consents that the Company may, if
it desires, permit the transfer of the Shares by the Subscriber out of his
name only when his request for transfer is accompanied
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by an opinion of counsel satisfactory to the Company that neither the sale
nor the proposed transfer results in a violation of the Act or any
applicable state "blue sky" laws (collectively, "Securities Laws"). Each
Subscriber agrees to hold the Company and its directors, officers and
controlling persons and their respective heirs, representatives, successors
and assigns harmless and to indemnify them against all liabilities, costs
and expenses (including attorneys' fees) incurred by them as a result of
any sale or distribution by such Subscriber in violation of any Securities
Laws or any misrepresentation herein.
2.9 Each Subscriber consents to the placement of a
legend on the certificates evidencing the Shares stating that they have not
been registered under the Act and setting forth or referring to the
restrictions on transferability and sale thereof. Each Subscriber is aware
that the Company will make a notation in its appropriate records with
respect to the restrictions on the transferability of the Shares.
III. REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to each
Subscriber as follows:
(a) The Company is a corporation duly organized,
existing and in good standing under the laws of the State of Delaware and
has the corporate power to conduct its business.
(b) The execution, delivery and performance of
this Agreement by the Company has been duly approved by the Board of
Directors of the Company.
(c) The Shares have been duly and validly
authorized and, when issued in accordance with the terms hereof, will be
duly and validly authorized and issued, fully paid and nonassessable.
IV. INTENDED USE OF PROCEEDS
4.1 Each Subscriber hereby acknowledges that the
proceeds from the sale of the Shares are intended to be used by the Company
in connection with the acquisition and/or operation of one or more sports
franchises and/or related sports equipment companies. Each Subscriber
acknowledges the substantial risks involved in such regard, including,
without limitation, the lack of experience on the part of the Company
management in such industries. Each Subscriber acknowledges further that
no assurances are being given by the Company that the proceeds of the sale
will be so utilized.
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V. INVESTMENT RESTRICTIONS
5.1 Each Subscriber acknowledges that there is a very
limited public market for the Shares. Each Subscriber understands that,
absent registration under the Act, the Shares may only generally be
publicly sold pursuant to Rule 144 (the "Rule") promulgated under the Act.
The Rule permits, subject to all of its terms and conditions, the public
resale (in limited amounts) of securities acquired in non-public offerings
without having to satisfy the registration requirements of the Act. The
Subscriber further understands that the Company makes no representation or
warranty regarding its fulfillment in the future of any reporting
requirements under the Securities Exchange Act of 1934, as amended, or its
dissemination to the public of any current financial or other information
concerning the Company, which in most circumstances is required by the Rule
as one of the conditions of its availability. Accordingly, each Subscriber
recognizes that, notwithstanding the existence of a public market for the
Shares, he may not be able to take advantage of the resale provisions of
the Rule and may be unable to publicly offer or sell any of such Shares.
VI. NOTICES TO SUBSCRIBERS
6.1 THE SHARES HAVE NOT BEEN REGISTERED UNDER THE ACT
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT. THE SHARES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
6.2 The Shares are subject to restrictions on
transferability and resale and may not be transferred or resold except as
permitted under the Act, and applicable state securities laws, pursuant to
registration or exemption therefrom.
VII. MISCELLANEOUS
7.1 Any notice or other communication given hereunder
shall be deemed sufficient if in writing and sent by registered or
certified mail, return receipt requested, overnight mail or courier or
telecopier, addressed to the Company at 90 Merrick Avenue, East Meadow, New
York 11554, Attention: President and to each Subscriber at his address
indicated on the signature page hereof. Notices shall be deemed to have
been given on the date of mailing, except notices of change of address,
which shall be deemed to have been given when received.
7.2 This Agreement shall not be changed, modified or
amended except by a writing signed by the party to be charged, and this
Agreement may not be discharged except by performance in
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accordance with its terms or by a writing signed by the party to be
charged.
7.3 This Agreement shall be binding upon and inure to
the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement sets forth the
entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements
and understandings of any and every nature between them. Each Subscriber
acknowledges and agrees that the Company is making no representations in
connection with the purchase and sale of the Shares except as expressly set
forth herein.
7.4 This Agreement and its validity, construction and
performance shall be governed in all respects by the laws of the State of
New York, applicable to agreements to be performed wholly within the State
of New York.
7.5 This Agreement may be executed in counterparts.
Upon the execution and delivery of this Agreement by the Subscriber, this
Agreement shall become a binding obligation of the Subscriber with respect
to the purchase of the Shares as herein provided.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
EXTECH CORPORATION
By:/s/
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Brian K. Ziegler, Secretary
SUBSCRIBERS
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/s/
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Morton L. Certilman
90 Merrick Avenue
East Meadow, New York 11554
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Address
340,000
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Number of Shares Subscribed for
$85,000
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Aggregate Purchase Price
/s/
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Jay M. Haft
201 S. Biscayne Blvd.,
Suite 3000
Miami, Florida 33131
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Address
700,000
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Number of Shares Subscribed for
$175,000
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Aggregate Purchase Price
STERLING FOSTER HOLDING CORP.
By: /s/
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Adam Lieberman, President
198 Woodbine Road
Roslyn Heights, NY 11577
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Address
1,800,000
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Number of Shares Subscribed for
$450,000
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Aggregate Purchase Price
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/s/
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Certilman Balin Adler
& Hyman, LLP
401K Plan, FBO
Morton L. Certilman
360,000
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Number of Shares Subscribed for
$90,000
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Aggregate Purchase Price
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