<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 2, 2000
-------------
5B Technologies Corporation
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-27190 11-3529387
-------- ------- ----------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
One Jericho Plaza, Jericho, New York 11753
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code (516) 938-3400
---------------------------
Not Applicable
- -------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 2, 2000, 5B Technologies Corporation ("5B") sold the majority of its
computer lease portfolio (the "Assets") to Stamford Computer Group Inc.
("Stamford"), and 5B announced that it was discontinuing operations of its
leasing business, which has been conducted by Paramount Operations Inc., a
wholly owned subsidiary of 5B. In exchange for the Assets, Stamford paid 5B cash
consideration of $700,114 and assumed $6,116,865 of indebtedness related to
the Assets. The price for the Assets was arrived at through arms'-length
negotiations with Stamford. 5B had also negotiated the sale of the Assets
with other prospective buyers and determined that the consideration offered
by Stamford and the terms of the transaction were favorable to and in the
best interests of 5B. In conjunction with the discontinuance of its leasing
business, 5B has recorded a predominantly non-cash, one-time pre-tax charge
of approximately $977,000, which was recorded in the quarter ended March
31, 2000.
A copy of the press release further describing the transaction is attached
hereto as Exhibit 99.1.
5B hereby incorporates by reference into this Item 2 (i) the Purchase
Agreement attached hereto as Exhibit 10.15, (ii) the press release attached
hereto as Exhibit 99.1 and (iii) the Unaudited Pro Forma Consolidated
Statements of Operations of 5B for the Years Ending December 31, 1999,
December 31, 1998 and December 31, 1997 attached hereto as Exhibit 99.2.
-2-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
(1) Attached hereto as Exhibit 99.2 are Unaudited Pro Forma
Consolidated Statements of Operations of 5B for the Years
Ending December 31, 1999, December 31, 1998 and December 31, 1997,
which give effect to the sale of a majority of 5B's computer
leasing portfolio and the discontinuance of 5B's computer leasing
business.
(c) Exhibits.
10.15 Purchase Agreement, dated May 2, 2000, by and between Paramount
Operations Inc.(a wholly-owned subsidiary of 5B Technologies) and
Stamford Computer Group Inc.
99.1 Press Release, dated May 4, 2000.
99.2 Unaudited Pro Forma Consolidated Statements of Operations of
5B for the Years Ending December 31, 1999, December 31, 1998
and December 31, 1997.
-3-
<PAGE>
SIGNATURE
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.
5B TECHNOLOGIES CORPORATION
Date: May 17, 2000 By: /s/ Glenn Nortman
------------------- --------------------------------------
Glenn Nortman, Chief Executive Officer
-4-
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.15 Purchase Agreement, dated May 2, 2000, by and between Paramount
Operations Inc. (a wholly-owned subsidiary of 5B Technologies) and
Stamford Computer Group Inc.
99.1 Press Release, dated May 4, 2000.
99.2 Unaudited Pro Forma Consolidated Statements of Operations of 5B
for the Years Ending December 31, 1999, December 31, 1998 and
December 31, 1997.
-5-
<PAGE>
EXHIBIT 10.15
PURCHASE AGREEMENT
AGREEMENT dated as of May 2, 2000 by and between Paramount Operations Inc.
(Formerly known as Paramount Financial Corporation and Paramount Computer
Leasing Corporation), a Delaware corporation having its principal office and
place of business at One Jericho Plaza, Jericho, New York 11753 ("Seller"), and
Stamford Computer Group Inc., a Connecticut corporation having its principal
office and place of business at 74 West Park Place, Stamford, CT 06901
("Buyer").
WITNESSETH:
That in consideration of the mutual undertakings herein contained, the parties
agree as follows:
1. SALE. Seller agrees to sell and Buyer agrees to purchase from Seller
the equipment (the "Equipment") listed on Schedule A attached hereto (the
"Schedule") and incorporated herein by reference. The term "Equipment" as used
in this Agreement shall not include the "Inapplicable Items" (as defined below),
and notwithstanding anything to the contrary contained in this Agreement, Seller
is not transferring any interest in the Inapplicable Items.
2. PURCHASE PRICE. The purchase price of the Equipment shall be the sum
of (i) and (ii) referred to in the next sentence. Buyer shall pay such purchase
price (i) by a cash payment to Seller in the amount of $700,114.00 and (ii) by
Buyer assuming Seller's obligations with respect to, and Buyer taking title to
the Equipment subject to, the liens (the "Liens") held by the lenders
("Lenders") as described on the Schedule (the "Liens"), which Liens secure
outstanding debt in the aggregate outstanding principal amount of $______(as of
the dates set forth on the Schedule). The cash payment to be made to Seller in
(i) above shall be paid on or before May __, 2000 by wire transfer to Seller (in
accordance with wire transfer instructions to be given to Buyer) of a cash
payment in the amount of $700,114.00. The date such wire transfer is made is
sometimes called the "Closing Date".
3. DELIVERY. Buyer shall accept delivery of the Equipment at the
locations specified in the Leases (as hereinafter defined).
4. TITLE. Title to the Equipment will be free and clear of all liens,
leases, claims and encumbrances of any kind except for the Liens and the rights
of the lessees ("Lessees") under the leases described on the Schedule (the
"Leases"). Simultaneously with the receipt by Seller of such wire transfer, (i)
Seller shall deliver to Buyer a bill of sale for the Equipment (the "Bill of
Sale"), in the form annexed hereto as Exhibit A, transferring title thereto to
Buyer free and clear of all liens, leases, claims and encumbrances of any kind
other than the Liens and the rights of the Lessees under the Leases and (ii)
Buyer and Seller will enter into an Assignment and Assumption Agreement (the
"Assignment Agreement"), in the form annexed hereto as Exhibit B, pursuant to
which all rights of Seller as lessor under the Leases will be assigned to Buyer,
free and clear of all liens, claims and encumbrances other than the Liens and
the rights of the Lessees under the Leases. Additionally, simultaneously with
the receipt by Seller of such wire transfer, Seller shall deliver to Buyer (i)
notices, in the form of Exhibits C-1 and C-2 hereto, addressed to the Lessees
under the Funded Leases (as hereinafter defined) and signed by Seller (ii)
notices, in the form of Exhibit D hereto, addressed to the Lessees under the
Unfunded Leases (as hereinafter defined) and signed by the Seller and (iii)
notices, in the form of Exhibit E hereto, addressed to the Lenders under the
Funded Leases and signed by Seller. Additionally, simultaneously with the
receipt by Seller of such wire transfer, (i) Buyer and Seller shall enter into a
letter agreement, in the form of Exhibit F hereto, pursuant to which Buyer shall
agree to lend possession to Seller of
<PAGE>
the original master leases referred to in such letter and (ii) Buyer and Seller
shall enter into a letter agreement, in the form of Exhibit G hereto, pursuant
to which Seller shall agree to lend possession to Buyer of the original master
lease with Cendant Operations Inc. Title to the Equipment and the Leases will
not transfer prior to receipt by Seller of such wire transfer in the amount of
$700,114.00. The term "Unfunded Leases" means any Leases designated on the
Schedule as "Unfunded Leases". The term "Funded Leases" means any Leases which
are not Unfunded Leases.
5. SUBORDINATION. Buyer hereby agrees that its interest in the
Equipment and the Leases will be subject and subordinate in all respects to the
Liens and the rights of the Lessees under the Leases. Effective upon delivery of
the Bill of Sale, Seller hereby assigns to Buyer, and Buyer hereby assumes and
agrees to perform, all obligations of Seller under the Liens and the debts
secured thereby and all documents or instruments related thereto. Without
limiting the generality of the foregoing, Buyer hereby agrees (effective upon
the passage of title) not to take any action or omit to take any action which
would cause a default or breach (i) under any of the Leases or (ii) under any
documents related to any of the Liens or any of the debts secured thereby.
Without limiting the generality of the foregoing, in the event that either party
receives any payment under a Funded Lease which belongs to a Lender, such party
will immediately forward such payment to such Lender. Seller and Buyer each
hereby agrees to exert commercially reasonable efforts (i) to promptly obtain
the consents of the Lenders to the transactions described herein and (ii) to
promptly obtain the releases by the Lenders of the Seller from any of Seller's
obligations related to the Liens (or any debts secured thereby), including
(without limitation) to promptly execute and deliver to the Lenders any
documents or instruments reasonably required by any of the Lenders in connection
therewith. Seller and Buyer shall equally bear and promptly pay to the Lenders
any reasonable fees charged by the Lenders in connection with obtaining such
consents. Additionally, Seller and Buyer each hereby agrees to exert
commercially reasonable efforts to obtain acknowledgements from the Lessees of
the transactions described herein (in substantially the form annexed hereto as
Exhibits C-1, C-2 and D), including (without limitation) to promptly execute and
deliver to the Lessees any documents or instruments reasonably requested by any
of the Lessees.
6. REPRESENTATIONS AND WARRANTIES.
6.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to, and covenants and agrees with, Buyer as follows:
(a) On the date hereof, (i) the Leases have been duly executed and
delivered, are in full force and effect, constitute the valid and binding
obligations of the Seller, as lessor, and the Lessees, as lessees, thereunder,
are enforceable against Seller and the Lessees in accordance with their
respective terms (subject to laws of general application affecting creditor's
rights and to general principles of equity, and except that no representation or
warranty is made with respect to the enforceability (1) of any automatic
extension or renewal provisions or (2) of any interest or late payment
provisions ) and to the best of the Seller's knowledge, no Event of Default
exists thereunder by the Lessees, (ii) the Equipment is located at the places
designated in the Leases (to the best of the Seller's knowledge) and the
Equipment has been accepted under the Leases; and (iii) no Event of Default
exists under the Liens. Seller has not received any "termination letters" with
respect to the Leases except as set forth on the Schedule.
(b) Seller owns the Equipment and the Leases free and clear of any and
all leases, liens, claims and encumbrances other than the Liens and the rights
of the Lessees under the Leases. By the delivery of the Bill of Sale to Buyer
and upon the execution and delivery of the Assignment
2
<PAGE>
Agreement, Seller will convey to Buyer title to the Equipment and the Leases
free and clear of any and all leases, liens, claims and encumbrances other than
the Liens and the rights of the Lessees under the Leases.
(c) Seller is a corporation duly and validly organized and existing in
good standing under the laws of the State of Delaware and has full power and
authority to own its properties and carry on its business in the places where
such properties are located and such business is conducted.
(d) Seller has the power and authority to enter into, execute and
deliver this Agreement, the Bill of Sale, the Assignment Agreement and all other
instruments and documents executed and delivered and/or received, or to be
executed and delivered and/or received, in connection with the transactions
herein referred to and to carry out the sale and transfer of the Equipment and
the Leases to Buyer and the transactions contemplated hereunder and thereunder.
(This Agreement, the Bill of Sale, the Assignment Agreement and all such other
instruments and documents are hereinafter referred to collectively as the
"Documents"). There is no action, suit or proceeding pending against Seller
before or by any court, administrative agency or other governmental authority
which brings into question the validity of, or might in any way impair, the
execution, delivery or performance by Seller of any Document. No approval of, or
consent from, any governmental authority is required for the execution,
delivery, or performance by Seller of any Document.
(e) The execution and delivery of the Documents by Seller and the
performance by it of its obligations thereunder, including, without limitation,
the conveyance of the Equipment and the Lease and the acceptance of the purchase
price in exchange therefor, have been duly authorized by all necessary corporate
and/or other action of Seller and do not contravene, violate or conflict with
(i) any provision of Seller's articles of incorporation, by-laws or other
organizational documents or (ii) any law or any order, writ, injunction, decree,
rule or regulation of any court, administrative agency or any other governmental
authority (applicable to Seller or its assets).
(f) Except as set forth in the Schedule or in the Documents, the
execution and delivery of the Documents by Seller, and the performance by Seller
of its obligations thereunder, do not conflict and are not inconsistent with,
and will not result (with or without the giving notice or passage of time or
both) in a breach of or constitute a default or require any consent under or
result in the creation of any lien, charge or encumbrance upon the Equipment or
the Lease pursuant to the terms of any credit agreement, indenture, mortgage,
purchase agreement, deed of trust, security agreement, lease, guarantee or other
instrument or agreement to which Seller is a party or by which Seller may be
bound or to which it may be subject (except that it is necessary to obtain the
consents of the Lenders with respect to the Funded Leases and the Equipment
covered thereby). Without limiting the foregoing and except as set forth on the
Schedule, Seller is not subject to any restriction or agreement which, with or
without the giving of notice, the passage of time or both, prohibits or would be
violated by, the execution, delivery and consummation of the Documents and the
transactions referred to therein (except that it is necessary to obtain the
consents of the Lenders with respect to the Funded Leases and the Equipment
covered thereby).
(g) The Documents constitute, or when executed and delivered will
constitute, the legal, valid and binding obligations of Seller enforceable
against Seller in accordance with their respective terms, subject, however, to
laws of general application affecting creditors' rights and to general
principles of equity.
(h) All sales, use, property, value added or other taxes, licenses,
tolls, inspection or other fees, bonds, permits or certificates which were or
may be required to be paid or obtained in
3
<PAGE>
connection with the acquisition of the Equipment by Seller or the leasing (prior
to the Closing Date) of the Equipment to the Lessee have been, or when due will
promptly be, paid in full or obtained.
(i) With respect to the Funded Leases, (1) Seller has delivered to
Buyer true and correct photocopies of the relevant master leases, (2) Seller
will deliver to Buyer on the Closing Date the originals of the relevant master
leases except for the master lease with Cendant Operations Inc. (and Seller will
deliver to Buyer on the Closing Date a true and correct certified photocopy of
the master lease with Cendant Operations Inc.) and (3) Seller will deliver to
Buyer, within 10 business days after the Closing Date, true and correct
photocopies of relevant equipment schedules, acceptance certificates, loan and
security agreements, promissory notes and each and every other material document
delivered to or by Seller in connection with the purchase of the relevant
Equipment or the leasing of the relevant Equipment or creating or relating to
the Liens (and to the extent that Seller may be in possession of originally
executed copies of relevant equipment schedules, Seller shall deliver same to
Buyer in lieu of photocopies). With respect to the Unfunded Leases, (1) Seller
has delivered to Buyer true and correct certified photocopies of the relevant
master leases, and true and correct photocopies of relevant equipment schedules,
acceptance certificates and each and every other material document delivered in
connection with the purchase of the relevant Equipment or the leasing thereof
and (2) Seller will deliver to Buyer on the Closing Date the originals of the
documents (not including the original master lease with Cendant Operations Inc.
or ancillary documents related thereto) referred to in clause (1) of this
sentence (except that with respect to these Unfunded Leases designated on the
Schedule as "Previously Funded Leases", Seller shall deliver only deliver those
originals which are presently in Seller's files). To the best of Seller's
knowledge, the only persons who may be holding originally executed equipment
schedules with respect to the Leases are Seller, the Lessees and the Lenders.
(j) Effective upon the Closing Date, Seller hereby assigns to Buyer (to
the extent assignable) the benefits of all warranties, representations,
covenants, and indemnities made to Seller by, or which Seller is entitled to
enforce against, any predecessor in title to the Equipment or the manufacturers
of the Equipment. Seller shall not amend or modify the Leases or the Liens or
cause a default thereunder. The aggregate outstanding principal balance of the
debt secured by the Liens as of the dates set forth in the Schedule is
$________.
(k) Notwithstanding anything to the contrary contained in this
Agreement or any other Document, Seller makes no representations or warranties
concerning any software, services or intangible property (collectively, the
"Inapplicable Items") covered under any Leases.
(l) Effective upon the Closing Date and continuing for a period of one
year from the Closing Date, Seller agrees not to enter into any new leases (for
any equipment) with any of the Lessees (including, without limitation, any
upgrades to the Equipment) except that (1) Seller may extend or renew any
presently existing leases (not sold under this Agreement) between Seller and any
of the Lessees and (2) Seller may lease to Cendant Operations Inc. any upgrade
equipment (either as an attachment or as a replacement) to any of the equipment
leased under Equipment Schedule Nos. 5 and 13 with Cendant Operations Inc.
(m) EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 6.1, THE
ASSIGNMENT AGREEMENT OR IN THE BILL OF SALE, SELLER MAKES NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, CONCERNING THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE LIENS OR THE LEASES OR THE
EQUIPMENT, ITS CONDITION,
4
<PAGE>
ITS FITNESS FOR A PARTICULAR PURPOSE, ITS MERCHANTABILITY OR WITH RESPECT TO
PATENT INFRINGEMENT OR THE LIKE. SELLER SHALL, IN NO EVENT, BE LIABLE TO BUYER
FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES CAUSED, DIRECTLY OR
INDIRECTLY, BY THE EQUIPMENT OR ANY INADEQUACY THEREOF FOR ANY PURPOSE, OR ANY
DEFICIENCY OR DEFECT THEREIN, OR THE USE OR MAINTENANCE THEREOF, OR ANY REPAIRS,
SERVICING OR ADJUSTMENTS THERETO.
6.2 REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and
warrants to, and covenants and agrees with, the Seller as follows:
(a) Buyer is a corporation duly and validly organized and existing in good
standing under the laws of the State of Connecticut and has full power and
authority to own its properties and carry on its business where such properties
are located and such business is conducted.
(b) Buyer has the power and authority to enter into, execute and deliver the
Documents and to carry out the transactions contemplated thereunder.
(c) The execution and delivery of the Documents by Buyer, and the performance of
its obligations thereunder, have been duly authorized by all necessary corporate
and/or other action of Buyer and do not contravene, violate or conflict with (i)
any provision of Buyer's certificate of incorporation, by-laws or other
organizational documents, or (ii) any law or any order, writ, injunction,
decree, rule or regulation of any court, administrative agency or any other
governmental authority (applicable to Buyer or its assets). There is no action,
suit or proceeding pending against Buyer before or by any court, administrative
agency of other governmental authority which brings into question the validity
of, or might in any way impair, the execution, delivery or performance by Buyer
of any Document. No approval of, or consent from, any governmental authority is
required for the execution, delivery or performance by Buyer of any Document.
(d) The execution and delivery of the Documents by Buyer, and the performance by
Buyer of its obligations thereunder, do not conflict with and are not
inconsistent with, and will not result (with or without the giving of notice or
passage of time or both) in a breach of or constitute a default or require any
consent under or result in the creation of any lien, charge or encumbrance upon
the Equipment or the Leases pursuant to the terms of any credit agreement,
indenture, mortgage, purchase agreement, deed of trust, security agreement,
lease, guarantee or other instrument or agreement to which Buyer is a party or
by which Buyer may be bound or to which it may be subject. Without limiting the
foregoing, Buyer is not subject to any restriction or agreement which, with or
without the giving of notice, the passage of time or both, prohibits or would be
violated by, the execution, delivery and consummation of the Documents and the
transactions referred to therein.
(e) The Documents constitute, or when executed and delivered will constitute,
the legal, valid and binding obligations of Buyer enforceable in accordance with
their respective terms, subject, however, to laws of general application
affecting creditors' rights and to general principles of equity.
7. INDEMNIFICATION. Each of Seller and Buyer will indemnify the other and
protect, defend and hold it harmless from and against any and all loss, cost,
damage, injury or expense, including, without limitation, reasonable attorneys'
fees and court costs, wheresoever and howsoever arising, which the indemnified
party or its subsidiaries or stockholders, or any of its, or their,
5
<PAGE>
directors, officers, agents, employees, stockholders, or partners, may incur by
reason of any breach or untruthfulness by the indemnifying party of any of its
representations, covenants, agreements, warranties or obligations set forth in
any of the Documents.
8. TAXES. Buyer shall pay or cause to be paid, as the case may be, when due, all
sales, franchise, use, property or other taxes (other than taxes based on the
net income of Seller), licenses, tolls, inspection or other fees, bonds, permits
or certificates now or hereafter imposed by or required to be paid or obtained
to or from any jurisdiction in connection with the sale of the Equipment by
Seller to Buyer.
9. SPECIAL INDEMNITY. Notwithstanding anything to the contrary contained in this
Agreement or any Document, Seller's maximum aggregate liability under this
Section 9 shall not exceed $160,000 in the aggregate (the "Maximum Aggregate
Liability Amount"), subject to reduction as hereinafter set forth. It is
acknowledged that the parties will be closing the transactions contemplated
hereunder without obtaining (i) the prior acknowledgements of the Lessees (the
"Lessee Acknowledgements") to the transfer of the Leases and the Equipment and
(ii) the prior consents or acknowledgements (as applicable) of the Lenders to
the transfer of the Equipment and the Leases (such consents or acknowledgements,
as applicable, are collectively called the "Lender Consents"). In order to
induce Buyer to close the contemplated transactions without obtaining, prior to
the Closing Date, the Lessee Acknowledgements and the Lender Consents, Seller
has agreed to make this indemnity in this Section 9. Subject to the Maximum
Aggregate Liability Amount, Seller agrees to indemnify Buyer for any losses
which Buyer may suffer as a result of not obtaining, prior to the Closing Date,
(i) with respect to the Applicable Funded Leases (as hereinafter defined), the
Lessee Acknowledgements related thereto or the Lender Consents related thereto
and (ii) with respect to the Unfunded Leases, the Lessee Acknowledgments related
thereto. With respect to any Applicable Funded Lease, if Buyer shall receive the
Lessee Acknowledgement related thereto and the Lender Consent related thereto,
the Maximum Liability Aggregate Amount shall be reduced by the "Reduction
Amount" set forth on the Schedule opposite such Applicable Funded Lease. Such
reduction may occur from time to time as such Lessee Acknowledgments and Lender
Consents are obtained. With respect to any Unfunded Lease, if Buyer shall
receive the Lessee Acknowledgement related thereto, the Maximum Aggregate
Liability Amount shall also be reduced by the "Reduction Amount" set forth on
the Schedule opposite such Unfunded Lease. Such reduction may occur from time to
time as such Lessee Acknowledgements are obtained. The term "Applicable Funded
Lease" means any Funded Lease which does not give the Lessee thereunder the
option or the right to purchase the related Equipment for $1.00 (or less) at the
expiration of the lease term thereof. The Seller's obligations under this
Section are conditioned upon Buyer exercising commercially reasonable efforts to
promptly obtain the Lessee Acknowledgments and the Lender Consents, including
(without limitation) executing such documents or instruments as any Lessee or
Lender may reasonably request in connection therewith, and Buyer and Seller
agree to exert such efforts (and execute such documents and instruments).
Without limiting the foregoing, Seller agrees to contact the Lessees and the
Lenders by telephone if the Lessee acknowledgements and the Lender
Acknowledgements are not obtained within 2 weeks from the Closing Date.
10. MISCELLANEOUS.
10.1 SURVIVAL. The covenants, agreements, indemnities, representations and
warranties made herein shall survive the execution and delivery of the Documents
and the consummation of the transactions described therein.
6
<PAGE>
10.2 SUCCESSORS AND ASSIGNS. The rights and obligations of the parties hereunder
shall inure to the benefit of, and be binding and enforceable upon, the
respective successors and assigns of either party. However, notwithstanding the
foregoing, neither party may assign its rights or obligations under any of the
Documents without the consent of the other party.
10.3 NOTICES. Any notice, request or other communication to either party by the
other hereunder shall be given in writing and shall be deemed given on the
earlier of the same is (i) personally delivered with receipt acknowledged, or
(ii) sent by nationally recognized overnight carrier and addressed to the party
for which it is intended at the address set forth at the head of this Agreement.
The place to which notices or copies of notices are to be given to either party
may be changed from time to time by such party by written notice to the other
party.
10.4 GOVERNING LAW. This Agreement shall be governed by and interpreted under
the laws of the state of New York applicable to contracts made and to be
performed therein without giving effect to the principles of conflict of laws
thereof.
10.5 CAPTIONS. Captions used herein are inserted for reference purposes only and
shall not affect the interpretation or construction of this Agreement.
10.6 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
10.7 AMENDMENTS. This Agreement may be amended or varied only by a document, in
writing, of even or subsequent date hereof, executed by Buyer and Seller.
10.8 NO BROKERAGE FEES. No third party brokerage fees are payable in connection
with the transaction set forth herein.
10.9 FURTHER ASSURANCES. Each party hereto shall promptly execute and deliver
all such further instruments and documents, and promptly take such further
action, as may reasonably be requested by the other party in order to fully
carry out the intent and accomplish the purposes of the Documents and the
transactions referred to therein including, without limitation, any document or
instrument requested by any Lessee or Lender.
10.10 CANCELLATION. If the Closing Date shall not have occurred by May __, 2000,
this Agreement and any other Documents shall thereupon be automatically
cancelled without further liability (except that the defaulting or breaching
party shall be liable to the other party for damages).
IN WITNESS WHEREOF, the Buyer and Seller have executed this Agreement
as of the date first above written.
Buyer: Stamford Computer Group Inc. Seller: Paramount Operations Inc.
By: ____________________________ By: ____________________________
Name: __________________________ Name: __________________________
Title: _________________________ Title: _________________________
7
<PAGE>
EXHIBIT C-1
(Paramount Operations Letterhead)
May ___, 2000
(Name and Address of Lessee)
Gentlemen:
Subject and subordinate to (i) the prior assignments to the lenders
described on Schedule A hereto ("Lenders") and (ii) the security interests
previously granted to the Lenders, this letter is to notify you that Paramount
Operations Inc. (formerly known as Paramount Financial Corporation)
("Paramount") has (x) assigned to Stamford Computer Group Inc. ("Stamford")
Paramount's rights and interest in the Equipment Schedules listed on Schedule A
hereto (the "Leases") to the Master Lease Agreement dated ______ between
Paramount as lessor and (Name of Lessee) as lessee ("Lessee") and (y) sold to
Stamford the equipment covered by the Leases.
Nothwithstanding such assignment and sale, Lessee should continue to
pay to the Lenders all rental payments and other sums payable under the Leases
until the Lenders advise Lessee otherwise in writing.
Lessee hereby confirms that the Leases are in full force and effect and
not in default.
Lessee, by its execution below, hereby acknowledges receipt of this
letter and agrees with the provisions hereof. Please return a signed copy of
this letter to Stamford at 74 West Park Place, Stamford, Connecticut 06901, or
fax a signed copy of this letter to Stamford at (203) 324-3195.
If you have any questions, please call me at (516) 938-3400.
Paramount Operations Inc.
By: ____________________________
Glenn Nortman, CEO
Acknowledged and Agreed to:
(Name of Lessee)
By: _______________________
Title:______________________
Name:_____________________
8
<PAGE>
EXHIBIT C-2*
(Paramount Operations Letterhead)
May ___, 2000
(Name and Address of Lessee)
Gentlemen:
Subject and subordinate to (i) the prior assignments to the lenders
described on Schedule A hereto ("Lenders") and (ii) the security interests
previously granted to the Lenders, this letter is to notify you that Paramount
Operations Inc. (formerly known as Paramount Financial Corporation)
("Paramount") has (x) assigned to Stamford Computer Group Inc. ("Stamford")
Paramount's rights and interest in the Equipment Schedules listed on Schedule A
hereto (the "Leases") to the Master Lease Agreement dated ______ between
Paramount as lessor and (Name of Lessee) as lessee ("Lessee") and (y) sold to
Stamford the equipment covered by the Leases.
Nothwithstanding such assignment and sale, Lessee should continue to
pay to Paramount all rental payments and other sums payable under the Leases
until Paramount or the Lender advises Lessee otherwise in writing. Please be
advised that Paramount is in the process of transferring the administration of
the Leases to Stamford, and that in connection therewith, Paramount or the
Lender may be shortly notifying the Lessee to make payments to Stamford or the
Lender (in lieu of Paramount).
Lessee hereby confirms that the Leases are in full force and effect and
not in default.
Lessee, by its execution below, hereby acknowledges receipt of this
letter and agrees with the provisions hereof. Please return a signed copy of
this letter to Stamford at 74 West Park Place, Stamford, Connecticut 06901, or
fax a signed copy of this letter to Stamford at (203) 324-3195.
If you have any questions, please call me at (516) 938-3400.
Paramount Operations Inc.
By: ____________________________
Glenn Nortman, CEO
Acknowledged and Agreed to:
(Name of Lessee)
By: _______________________
Title:______________________
Name:_____________________
9
<PAGE>
*To be used for Special Funded Leases
EXHIBIT D
(Paramount Operations Letterhead)
May ___, 2000
(Name and Address of Lessee)
Gentlemen:
This letter is to notify you that Paramount Operations Inc. (formerly
known as Paramount Financial Corporation) ("Paramount") has (i) assigned to
Stamford Computer Group Inc. ("Stamford") Paramount's rights and interest in
Equipment Schedule No. ____ (the "Lease") to Master Lease Agreement dated
__________ between Paramount as lessor and (Name of Lessee) as lessee ("Lessee")
and (ii) sold to Stamford the equipment covered by the Lease.
Commencing with the rental payment due on May 1, 2000, Paramount hereby
directs Lessee to pay all rental payments and other sums due under the Lease
directly to Stamford at:
Stamford Computer Group Inc.
74 West Park Place
Stamford, CT 06901
If such May 2000 rental payment has already been paid to Paramount,
then the above payment instruction shall commence with the June 2000 rental
payment. Any rental payments or other sums due under the Lease prior to May 1,
2000 should be paid directly to Paramount.
Lessee hereby confirms that (i) the Lease is in full force and effect
and no default exists thereunder, (ii) as of May 1, 2000, there are ____ monthly
rental payments of $______ each remaining under the Lease and (iii) Lessee will
comply with the payment instructions set forth above.
Lessee, by its execution below, hereby acknowledges receipt of this
letter and agrees with the provisions hereof. Please return a signed copy of
this letter to Stamford at 74 West Park Place, Stamford, Connecticut 06901, or
fax a signed copy of this letter to Stamford at (203) 324-3195.
If you have any questions, please call me at (516) 938-3400.
Paramount Operations Inc.
By: ____________________________
Glenn Nortman, CEO
Acknowledged and Agreed to:
(Name of Lessee)
By: _______________________
Title:______________________
Name:_____________________
10
<PAGE>
EXHIBIT E
(Paramount Operations Letterhead)
May ___, 2000
(Name and Address of Lender)
Gentlemen:
Subject and subordinate to (i) the prior assignments to you and (ii)
the security interests previously granted to you, this letter is to notify you
that Paramount Operations Inc. (formerly known as Paramount Financial
Corporation) ("Paramount") has (x) assigned to Stamford Computer Group Inc.
("Stamford") Paramount's rights and interest in the Equipment Schedules listed
on Schedule A hereto (the "Leases") to the Master Lease Agreement listed on
Schedule A hereto between Paramount as lessor and the lessees listed on Schedule
A hereto (the "Lessees") and (y) sold to Stamford the equipment covered by the
Leases.
Stamford's address is 74 West Park Place, Stamford, Connecticut 06901.
The contact person at Stamford is Cynthia L. Dwelle, Esq. and her telephone
number is (203) 324-9495.
By your signing below, you hereby consent to the foregoing sale and
assignment.
If you have any questions, please call me at (516) 938-3400.
Paramount Operations Inc.
By: ____________________________
Glenn Nortman, CEO
Consented to:
(Name of Lender)
By: _______________________
Title:______________________
Name:_____________________
11
<PAGE>
EXHIBIT F
May __, 2000
Stamford Computer Group Inc.
74 West Park Place
Stamford, CT 06901
Gentlemen:
Reference is made to the Master Lease Agreements listed on Schedule A
hereto (the "Master Leases"). Stamford Computer Group Inc. ("Stamford") hereby
represents that it is presently in possession of the originally executed
counterparts of the Master Leases (the "Originals"). Stamford agrees that it is
holding (and will hold) the Originals for the benefit of Stamford and Paramount
Operations Inc. ("Paramount"). If Paramount or any assignee of Paramount
reasonably requires possession of any Original for enforcement purposes (or any
other reasonable purpose), Stamford agrees to promptly lend possession of such
Original to Paramount or such assignee, provided that Paramount or such assignee
agrees to return such Original to Stamford upon the earlier of (i) when
Paramount or such assignee no longer reasonably requires possession of such
Original or (ii) when Stamford reasonably requires possession of such Original.
Stamford and Paramount agree to cooperate with each other in connection with the
foregoing.
If Stamford agrees with the foregoing, please so indicate by signing in
the space provided below.
Very truly yours,
PARAMOUNT OPERATIONS INC.
By: _________________________
Title: _______________________
Name: ________________________
Agreed to:
STAMFORD COMPUTER GROUP INC.
By: _________________________
Title: _______________________
Name: ________________________
12
<PAGE>
EXHIBIT G
May __, 2000
Stamford Computer Group Inc.
74 West Park Place
Stamford, CT 06901
Gentlemen:
Paramount Operations Inc. ("Paramount") hereby represents that it is
presently in possession of the originally executed counterpart of the Master
Lease with Cendant Operations Inc. (the "Original"). Paramount agrees that it is
holding (and will hold) the Original for the benefit of Stamford Computer Group
Inc. ("Stamford") and Paramount. If Stamford or any assignee of Stamford
reasonably requires possession of the Original for enforcement purposes (or any
other reasonable purpose), Paramount agrees to promptly lend possession of the
Original to Stamford or such assignee, provided that Stamford or such assignee
agrees to return such Original to Stamford upon the earlier of (i) when Stamford
or such assignee no longer reasonably requires possession of the Original or
(ii) when Paramount reasonably requires possession of the Original. Stamford and
Paramount agree to cooperate with each other in connection with the foregoing.
If Stamford agrees with the foregoing, please so indicate by signing in
the space provided below.
Very truly yours,
PARAMOUNT OPERATIONS INC.
By: _________________________
Title: _______________________
Name: ________________________
Agreed to:
STAMFORD COMPUTER GROUP INC.
By: _________________________
Title: _______________________
Name: ________________________
<PAGE>
EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: or Investors:
Glenn Nortman Robert Weiner
5B Technologies Corporation Capital Communications Group, Inc.
Chief Executive Officer Phone: (561) 391-2112
Phone: (516) 938-3400 Media:
Donna Autuori
Autuori Corporate Communications, Inc.
Phone: (631) 969-0958
5B TECHNOLOGIES CORPORATION ANNOUNCES SALE OF THE MAJORITY OF ITS LEASE
PORTFOLIO AND THE DISCONTINUANCE OF ITS LEASING BUSINESS
JERICHO, NY, May 4, 2000 - 5B Technologies Corporation (Nasdaq: FIVE)
today announced that it has sold the majority of its computer lease portfolio to
Stamford Computer Group Inc. (Stamford, CT), and discontinued operations of its
leasing business, which has been conducted by the Company's wholly-owned
subsidiary, Paramount Operations Inc. In conjunction with the discontinuance of
its leasing business, the Company anticipates that it will record a
predominantly non-cash, one-time pretax charge of approximately $975,000, which
will be recorded in the quarter ended March 31, 2000. Terms of the transaction
were not disclosed.
This sale transaction and the discontinuance of the leasing operations
reflect the continuing execution of the Company's strategy to focus on its
systems integration, Internet infrastructure services and end-to-end e-commerce
solutions business conducted by Paratech Resources Inc. The Company began this
process with the formation of Paratech Resources in 1997, and building upon that
business with the addition of two acquired companies in late 1998 and early
1999. In February 2000, the Company effected a change in its corporate identity
to 5B Technologies to further solidify its strategy, and align its structure to
its primary operating activities.
- MORE -
<PAGE>
5B TECHNOLOGIES CORPORATION ANNOUNCES SALE OF LEASING PORTFOLIO
Page 2: May 4, 2000
Glenn Nortman, CEO of 5B Technologies Corporation, commented, "Our
Company was founded on the strength and service of our computer leasing
business, which enabled our growth since 1991 and supported the development of
new complementary businesses. We have developed a comprehensive service offering
in the technology sector, primarily focused on the development of Internet
infrastructure, e-commerce solutions, Internet security and systems integration
services for businesses. Through extensive evaluation of our leasing business by
our Board of Directors, we have determined that the Company's long-term growth
strategy would be enhanced by discontinuing the operations of the leasing
business and sharpening the focus of our efforts and resources on the operations
we believe will generate the greatest value for our stockholders over the
long-term. We plan to utilize the cash consideration from the sale for working
capital and to expand our systems integration, Internet infrastructure and
e-commerce business to further enhance our position in the marketplace."
The Company's Paratech Resources subsidiary has developed relationships
over the past two years with many clients, including such well known companies
as Cendant Corporation (NYSE:CD), Dover Corporation (NYSE:DOV), Girl Scouts of
America, Henry Schein, Inc. (Nasdaq:HSIC) and The Limited Inc. (NYSE:LTD).
Paratech Resources also has established strategic alliances with many companies
in the technology space, including Allaire Corporation (Nasdaq:ALLR), Cisco
Systems (Nasdaq:CSCO), Citrix Systems Inc. (Nasdaq: CTXS), Computer Associates
(NYSE:CA), Great Plains Software, Inc. (Nasdaq:GPSI), Intershop, Inc.,
Microsoft, Inc. (Nasdaq: MSFT) and RSA Security, Inc. (Nasdaq:RSAS). The
Company's alliances enable it to utilize various technologies to both optimize
and customize the design and development of comprehensive end-to-end solutions
for its customers in the areas of technology infrastructure, systems
integration, security, e-commerce, and other critical solutions to support their
business objectives.
"Throughout the history of 5B Technologies, we have aligned the
Company's activities to emerging rapid growth markets. We have targeted our
efforts toward seizing significant market opportunities by developing strong
business and unique operating models, and then executing our models with
creativity, expertise, and excellent service to meet and exceed the expectations
of our customers. Over the past two years we have transformed our Company to
focus on capturing an increasing share of the significant market opportunities
that exist in the Internet and e-commerce sectors. The sale of our leasing
business better positions the Company to unlock the potential of our primary
business as well as generate higher overall revenue growth, and to achieve
consistent profitability over the long term," concluded Mr. Nortman, CEO of 5B
Technologies Corporation.
5B Technologies Corporation and subsidiaries is a comprehensive
business solution provider, offering customers a wide range of integrated
services, including customized design and development of Internet Infrastructure
and e-commerce solutions, information technology consulting, systems
integration, and staffing services.
Statements contained in this press release, which are not historical
facts, are forwarding-looking statements. The forward-looking statements in this
press release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements made herein
contain a number of risks and uncertainties that could cause actual results to
differ materially. These risks and uncertainties include, but are not limited
to, specific factors impacting the Company's business including increased
competition; the ability of the Company to expand its operations and attract and
retain qualified sales representatives experienced in the Internet and
Information Technology ("IT") sectors; the ability of the Company to attract and
retain Internet solutions and IT professionals skilled in specific applications;
the ability of the Company to attract and retain qualified personnel in the
legal staffing sector; the availability of computer equipment; technological
obsolescence of the Company's computer equipment; competition in the Internet
solutions and IT consulting sector and general economic conditions.
###
<PAGE>
EXHIBIT 99.2
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
The following unaudited pro forma consolidated statements of operations
give effect to the sale of the majority of 5B Technologies Corporation's (the
"Company") computer lease portfolio (the "Transaction"), which was operated by a
wholly owned subsidiary of the Company, Paramount Operations Inc. ("Paramount"),
and the related discontinuance of the computer leasing operations of Paramount.
The pro forma consolidated statements of operations are presented for
illustrative purposes only, and therefore are not necessarily indicative of the
operating results that might have been achieved had the Transaction and the
discontinuance of the computer leasing operations of Paramount occurred on an
earlier date, nor are they necessarily indicative of operating results which may
occur in the future.
The historical statements of operations for the periods presented are
derived from the historical financial statements of the Company. The pro forma
statements should be read in conjunction with the Company's 1999 Annual Report
on Form 10-K.
<PAGE>
5B TECHNOLOGIES CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDING
DECEMBER 31, 1999
<TABLE>
<CAPTION>
---------------------------------------------------
Pro Forma
Historical Adjustments Pro Forma
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Sales and service $ 19,434,106 $ (2,609,394) $ 16,824,712
Lease revenue 6,056,660 (6,056,660) --
Fee, interest and other income 502,147 (459,110) 43,037
- -----------------------------------------------------------------------------------------------------
TOTAL REVENUES 25,992,913 (9,125,164) 16,867,749
- -----------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of sales 13,657,575 (1,985,491) 11,672,084
Lease expense 6,349,462 (6,349,462) --
Selling, general and administrative expenses 6,067,286 (79,652) 5,987,634
Interest expense 97,230 -- 97,230
- -----------------------------------------------------------------------------------------------------
TOTAL COSTS AND EXPENSES 26,171,553 (8,414,605) 17,756,948
- -----------------------------------------------------------------------------------------------------
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (178,640) 710,559 (889,199)
Provision for income taxes 82,432 80,892 1,540
- -----------------------------------------------------------------------------------------------------
NET (LOSS) INCOME $ (261,072) $ 629,667 $ (890,739)
=====================================================================================================
BASIC LOSS PER COMMON SHARE $ (0.12) $ (0.42)
=====================================================================================================
DILUTED LOSS PER COMMON SHARE $ (0.12) $ (0.42)
=====================================================================================================
SHARES USED IN COMPUTING NET LOSS PER SHARE:
Basic 2,135,500 2,135,500
=====================================================================================================
Diluted 2,135,500 2,135,500
=====================================================================================================
</TABLE>
<PAGE>
5B TECHNOLOGIES CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDING
DECEMBER 31, 1998
<TABLE>
<CAPTION>
--------------------------------------------------
Pro Forma
Historical Adjustments Pro Forma
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Sales and service $ 30,391,446 $(21,021,644) $ 9,369,802
Lease revenue 7,478,750 (7,478,750) --
Fee, interest and other income 615,295 (437,061) 178,234
- -----------------------------------------------------------------------------------------------------
TOTAL REVENUES 38,485,491 (28,937,455) 9,548,036
- -----------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of sales 28,157,266 (20,536,854) 7,620,412
Lease expense 7,172,273 (7,172,273) --
Selling, general and administrative expenses 4,947,718 (37,614) 4,910,104
Interest expense 51,324 51,324
- -----------------------------------------------------------------------------------------------------
TOTAL COSTS AND EXPENSES 40,328,581 (27,746,741) 12,581,840
- -----------------------------------------------------------------------------------------------------
(LOSS) INCOME BEFORE PROVISION (BENEFIT) FOR
INCOME TAXES (1,843,090) 1,190,714 (3,033,804)
Provision (benefit) for income taxes (9,286) 525,390 (534,676)
- -----------------------------------------------------------------------------------------------------
NET (LOSS) INCOME $ (1,833,804) $ 665,324 $ (2,499,128)
=====================================================================================================
BASIC LOSS PER COMMON SHARE $ (0.89) $ (1.21)
=====================================================================================================
DILUTED LOSS PER COMMON SHARE $ (0.89) $ (1.21)
=====================================================================================================
SHARES USED IN COMPUTING NET LOSS PER SHARE:
Basic 2,067,842 2,067,842
=====================================================================================================
Diluted 2,067,842 2,067,842
=====================================================================================================
</TABLE>
<PAGE>
5B TECHNOLOGIES CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDING
DECEMBER 31, 1997
<TABLE>
<CAPTION>
---------------------------------------------------
Pro Forma
Historical Adjustments Pro Forma
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Sales and service $ 21,405,788 $(17,631,115) $ 3,774,673
Lease revenue 9,829,991 (9,829,991) --
Fee, interest and other income 1,159,062 (858,212) 300,850
- -----------------------------------------------------------------------------------------------------
TOTAL REVENUES 32,394,841 (28,319,318) 4,075,523
- -----------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of sales 19,933,213 (16,871,078) 3,062,135
Lease expense 9,499,365 (9,499,365) --
Selling, general and administrative expenses 3,746,712 (40,705) 3,706,007
Interest expense -- -- --
- -----------------------------------------------------------------------------------------------------
TOTAL COSTS AND EXPENSES 33,179,290 (26,411,148) 6,768,142
- -----------------------------------------------------------------------------------------------------
(LOSS) INCOME BEFORE (BENEFIT) FOR INCOME TAXES (784,449) 1,908,170 (2,692,619)
Provision (benefit) for income taxes (288,111) 787,986 (1,076,097)
- -----------------------------------------------------------------------------------------------------
NET (LOSS) INCOME $ (496,338) $ 1,120,184 $ (1,616,522)
=====================================================================================================
BASIC LOSS PER COMMON SHARE $ (0.25) $ (0.81)
=====================================================================================================
DILUTED LOSS PER COMMON SHARE $ (0.25) $ (0.81)
=====================================================================================================
SHARES USED IN COMPUTING NET LOSS PER SHARE:
Basic 1,991,117 1,991,117
=====================================================================================================
Diluted 1,991,117 1,991,117
=====================================================================================================
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS
1. Basis of Presentation
The unaudited pro forma consolidated statements of operations are
presented for illustrative purposes only, giving effect to the
Transaction and the discontinuance of the computer leasing operations
of Paramount. The pro forma consolidated statements of operations and
the historical statements from which they were derived present only
income from continuing operations and, therefore, do not include
discontinued operations, extraordinary items and cumulative effect of
accounting changes, as applicable.
2. Sale of Lease Portfolio
On May 2, 2000, the Company sold the majority of its computer
lease portfolio (the "Assets") to Stamford Computer Group Inc.
("Stamford"), and the Company announced that it was discontinuing
operations of its leasing business, which had been conducted by
Paramount Operations Inc. ("Paramount"), a wholly owned subsidiary of
the Company. In exchange for the Assets, Stamford paid cash
consideration of $700,114 and assumed $6,116,865 of indebtedness
related to the Assets. In conjunction with the discontinuance of its
leasing business, the Company has recorded a predominantly non-cash,
one-time pre-tax charge of approximately $977,000 in the quarter
ended March 31, 2000.
3. Pro forma Adjustments
To eliminate the operations of the Company's computer leasing
portfolio for the years ended December 31, 1999, 1998 and 1997,
respectively. Selling, general and administrative expenses includes
expenses solely related to the administration of the computer leasing
portfolio. Payroll and other administrative expenses attributable to
Paramount will continue and therefore have not been eliminated.
