<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1997
REGISTRATION NO. 333-35239
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CARING PRODUCTS INTERNATIONAL, INC.
(Name of small business issuer in its charter)
------------------------------
<TABLE>
<S> <C> <C>
DELAWARE 2399 98-0134875
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
------------------------------
200 FIRST AVENUE WEST, SUITE 200, SEATTLE, WASHINGTON 98119, (206) 282-6040
(Address and telephone number of principal executive offices and principal place
of business)
------------------------------
SUSAN A. SCHRETER
CARING PRODUCTS INTERNATIONAL, INC.
200 FIRST AVENUE WEST, SUITE 200
SEATTLE, WASHINGTON 98119
(206) 282-6040
(Name, address and telephone number of agent for service)
------------------------------
COPIES OF ALL CORRESPONDENCE TO:
<TABLE>
<S> <C>
STEVEN A. SAIDE, ESQ. DEBRA K. WEINER, ESQ.
BRYAN CAVE LLP GROVER T. WICKERSHAM, P.C.
245 PARK AVENUE 430 CAMBRIDGE AVENUE, SUITE 100
NEW YORK, NEW YORK 10167 PALO ALTO, CALIFORNIA 94306
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
------------------------------
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
- ------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) (1) FEE
<S> <C> <C> <C> <C>
Units (2) each consisting of:............................... 2,300,000 $6.00 $13,800,000 $4,182
(i) one share of Common Stock, par value $0.01 per share
(the "Common Stock"); and.............................. 2,300,000 -- -- --
(ii) one Warrant to purchase one share of Common Stock...... 2,300,000 -- -- --
Representatives' Warrants (3)............................... 200,000 -0- -0- -0-
Units issuable upon exercise of the Representatives'
Warrants, each consisting of:............................. 200,000 $7.20 $1,440,000 $437
(i) one share of Common Stock; and......................... 200,000 -- -- --
(ii) one Warrant to purchase one share of Common Stock...... 200,000 -- -- --
Common Stock issuable upon exercise of Warrants, including
Warrants underlying Representatives' Warrants (4)......... 2,500,000 $9.00 $22,500,000 $6,819
Totals...................................................... $37,740,000 $11,438(5)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933, as
amended.
(2) Includes 300,000 Units that Paulson Investment Company, Inc. and Cohig &
Associates, Inc., the representatives of the several underwriters (the
"Representatives"), have the right to purchase to cover over-allotments, if
any.
(3) In connection with the sale of the Units, the Registrant is granting to the
Representatives warrants to purchase 200,000 Units (the "Representatives'
Warrants").
(4) Pursuant to Rule 416, there are also being registered such additional shares
of Common Stock as may be issuable pursuant to the anti-dilution provisions
of the Warrants and the Representatives' Warrants.
(5) Reflects a fee increase of $2,859.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 27. EXHIBITS
<TABLE>
<S> <C>
1.1(5) Form of Underwriting Agreement
3.1(3) Restated Certificate of Incorporation
3.1.1(4) Certificate of Amendment of Restated Certificate of Incorporation
3.1.2(5) Certificate of Amendment of Restated Certificate of Incorporation
3.1.3(2) Certificate of Amendment of Restated Certificate of Incorporation
3.2(3) By-laws, as currently in effect
4.1(3) Specimen Common Stock Certificate
4.1.1(2) Specimen Common Stock Certificate
4.2(4) Form of Warrants to Purchase Shares of the Registrant, including
registration rights
4.3(4) Agreement, dated October 1994, between Project 93 Management, Ltd.
and the Registrant pertaining to registration rights of certain
selling stockholders(6)
4.4(5) Warrant to Purchase Common Shares of the Registrant issued to H.J.
Forest Products Inc. dated May 12, 1997
4.5(5) Form of Representatives' Warrants
4.6(5) Form of Warrant Agreement between the Registrant and The Bank of Nova
Scotia Trust Company of New York, as warrant agent
4.7(2) Form of Warrant Certificate
4.8(2) Form of Lockup Agreement
4.9(11) Form of Unit Certificate
5.1(2) Opinion of Bryan Cave LLP as to the legality of the securities being
registered
10.1(7) Restated and Amended Employment Agreement between the Registrant and
William H.W. Atkinson dated as of March 13, 1996
10.2(7) Restated and Amended Employment Agreement between Susan A. Schreter
and the Registrant dated as of March 13, 1996
10.3(3) Supply Agreement between the Registrant and Merfin Hygienic Products,
dated August 30, 1993
10.4(3) Assignment by Prakash Banga to the Registrant, dated January 5, 1994
10.5(3) 1993 Incentive Program and accompanying form of Stock Option
Agreement(8)
10.6(3) Lease Agreement between the Registrant and First Avenue West Building
L.L.C., dated May 15, 1995 for the premises located at 200 First
Avenue West, Seattle, Washington
10.7(3) Lease Agreement between the Registrant and Holly Enterprises Ltd. for
the premises located at 5850 Byrne Road, Burnaby, British Columbia,
dated August 18, 1994
10.8(3) Form of short-term Promissory Note between the Registrant and certain
private placement investors, dated April 28, 1995(9)
10.9(4) Manufacturing Agreement between the Registrant and Le Genereux
Clothing Co., Ltd., dated November 3, 1994
10.10(4) Share Purchase Warrant Indenture dated October 5, 1995 between the
Registrant and Montreal Trust Company of Canada
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
10.11(4) Revolving Line of Credit Agreement and Promissory Note dated October
5, 1995 between the Registrant and Seattle-First National Bank
10.12(10) 1996 Incentive Program (8)
10.13(5) Amendment No. 1 to the Registrant's 1996 Incentive Program (8)
10.14(5) Stock Option Agreement between the Registrant and William H.W.
Atkinson (8)
10.15(5) Stock Option Agreement between the Registrant and Susan A. Schreter
(8)
10.16(5) Security Agreement between the Registrant and H.J. Forest Products
Inc., dated April 9, 1997
10.17(5) Agreement between the Registrant and Medline Industries, Inc. dated
September 5, 1996
10.18(2) Letter Agreement among The Toronto-Dominion Bank, Bradstone Equity
Partners, Inc. and the Registrant dated September 5, 1997
10.19(5) Agreement between the Registrant and Bradstone Equity Partners, Inc.
dated September 2, 1997
10.20(2) Promissory Note dated October 23, 1997 between the Registrant and
Paulson Investment Company, Inc.
10.21(1) Business Credit Service Agreement between The Toronto-Dominion Bank
and the Registrant dated April 14, 1997.
10.22(1) Business Credit Service Agreement between The Toronto-Dominion Bank
and the Registrant dated September 8, 1997.
21.1(5) List of Subsidiaries
23.1(2) Consent of KPMG Peat Marwick LLP (see page II-8 of Amendment No. 1 to
the Registration Statement)
23.2(2) Consent of KPMG, Chartered Accountants (see page II-9 of Amendment
No. 1 to the Registration Statement)
23.3(2) Consent of Bryan Cave LLP (contained in their opinion; see Exhibit
5.1)
24.1(5) Power of Attorney
99.1(2) United States Patent, Patent Number 5,360,422, issued to the
Registrant on November 1, 1994
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Filed as an exhibit to Amendment No. 1 to the Registration Statement on
Form SB-2, File No. 333-35239 (the "Current Registration Statement"), filed
with the Commission on October 29, 1997.
(3) Filed as an exhibit to the Registration Statement on Form SB-2, File No.
33-96882-LA (the "Prior Registration Statement"), filed with the Commission
on September 12, 1995.
(4) Filed as an exhibit to Amendment No. 1 to the Prior Registration Statement,
filed with the Commission on March 20, 1996.
(5) Filed as an exhibit to the Current Registration Statement, filed with the
Commission on September 9, 1997.
(6) A schedule of the specific investors who received these Warrants is
attached as an appendix to this exhibit.
II-2
<PAGE>
(7) Filed as an exhibit to Amendment No. 3 to the Prior Registration Statement,
filed with the Commission on November 12, 1996.
(8) Managerial contract or compensatory plan or arrangement in which the
Company's directors and officers participate.
(9) A schedule of investors and the amounts of their respective notes is
attached to this exhibit. These notes have been repaid by the Registrant
and have therefore been canceled.
(10) Filed as an exhibit to the Registrant's Form 10-KSB for the fiscal year
ended March 31, 1997, filed with the Commission on July 15, 1997.
(11) Filed as an exhibit to Amendment No. 2 to the Current Registration
Statement, filed with the Commission on November 7, 1997.
II-3
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this Amendment
No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burnaby, British
Columbia, Canada, on November 12, 1997.
<TABLE>
<S> <C> <C>
CARING PRODUCTS INTERNATIONAL, INC.
BY: /S/ WILLIAM H.W. ATKINSON
-----------------------------------------
William H.W. Atkinson
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
</TABLE>
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 3 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board,
Chief Executive Officer
/s/ WILLIAM H.W. ATKINSON and Chief Financial
- ------------------------------ Officer (Principal November 12, 1997
William H.W. Atkinson Executive Officer and
Principal Financial and
Accounting Officer)
*
- ------------------------------ President, Chief Operating November 12, 1997
Susan A. Schreter Officer and Director
*
- ------------------------------ Director November 12, 1997
Anthony A. Cetrone
*
- ------------------------------ Director November 12, 1997
Michael M. Fleming
*
- ------------------------------ Director November 12, 1997
Paul Stanton
*
- ------------------------------ Director November 12, 1997
Herbert Sohn
*By: /s/ WILLIAM H.W.
ATKINSON
-------------------------
WILLIAM H.W. ATKINSON, AS
ATTORNEY-IN-FACT
- ------------------------
* The power of attorney authorizing William H.W. Atkinson and Susan A.
Schreter, and each of them singly, to sign this Amendment No. 3 to the
Registration Statement, on behalf of the above named directors and officers,
has previously been filed with the Securities and Exchange Commission as
part of the Registration Statement.
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ---------------------------------------------------------------------
<S> <C>
1.1(5) Form of Underwriting Agreement
3.1(3) Restated Certificate of Incorporation
3.1.1(4) Certificate of Amendment of Restated Certificate of Incorporation
3.1.2(5) Certificate of Amendment of Restated Certificate of Incorporation
3.1.3(2) Certificate of Amendment of Restated Certificate of Incorporation
3.2(3) By-laws, as currently in effect
4.1(3) Specimen Common Stock Certificate
4.1.1(2) Specimen Common Stock Certificate
4.2(4) Form of Warrants to Purchase Shares of the Registrant, including
registration rights
4.3(4) Agreement, dated October 1994, between Project 93 Management, Ltd.
and the Registrant pertaining to registration rights of certain
selling stockholders(6)
4.4(5) Warrant to Purchase Common Shares of the Registrant issued to H.J.
Forest Products Inc. dated May 12, 1997
4.5(5) Form of Representatives' Warrants
4.6(5) Form of Warrant Agreement between the Registrant and The Bank of Nova
Scotia Trust Company of New York, as warrant agent
4.7(2) Form of Warrant Certificate
4.8(2) Form of Lockup Agreement
4.9(11) Form of Unit Certificate
5.1(2) Opinion of Bryan Cave LLP as to the legality of the securities being
registered
10.1(7) Restated and Amended Employment Agreement between the Registrant and
William H.W. Atkinson dated as of March 13, 1996
10.2(7) Restated and Amended Employment Agreement between Susan A. Schreter
and the Registrant dated as of March 13, 1996
10.3(3) Supply Agreement between the Registrant and Merfin Hygienic Products,
dated August 30, 1993
10.4(3) Assignment by Prakash Banga to the Registrant, dated January 5, 1994
10.5(3) 1993 Incentive Program and accompanying form of Stock Option
Agreement(8)
10.6(3) Lease Agreement between the Registrant and First Avenue West Building
L.L.C., dated May 15, 1995 for the premises located at 200 First
Avenue West, Seattle, Washington
10.7(3) Lease Agreement between the Registrant and Holly Enterprises Ltd. for
the premises located at 5850 Byrne Road, Burnaby, British Columbia,
dated August 18, 1994
10.8(3) Form of short-term Promissory Note between the Registrant and certain
private placement investors, dated April 28, 1995(9)
10.9(4) Manufacturing Agreement between the Registrant and Le Genereux
Clothing Co., Ltd., dated November 3, 1994
10.10(4) Share Purchase Warrant Indenture dated October 5, 1995 between the
Registrant and Montreal Trust Company of Canada
10.11(4) Revolving Line of Credit Agreement and Promissory Note dated October
5, 1995 between the Registrant and Seattle-First National Bank
10.12(10) 1996 Incentive Program (8)
10.13(5) Amendment No. 1 to the Registrant's 1996 Incentive Program (8)
10.14(5) Stock Option Agreement between the Registrant and William H.W.
Atkinson (8)
10.15(5) Stock Option Agreement between the Registrant and Susan A. Schreter
(8)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ---------------------------------------------------------------------
<S> <C>
10.16(5) Security Agreement between the Registrant and H.J. Forest Products
Inc., dated April 9, 1997
10.17(5) Agreement between the Registrant and Medline Industries, Inc. dated
September 5, 1996
10.18(2) Letter Agreement among The Toronto-Dominion Bank, Bradstone Equity
Partners, Inc. and the Registrant dated September 5, 1997
10.19(5) Agreement between the Registrant and Bradstone Equity Partners, Inc.
dated September 2, 1997
10.20(2) Promissory Note dated October 23, 1997 between the Registrant and
Paulson Investment Company, Inc.
10.21(1) Business Credit Service Agreement between The Toronto-Dominion Bank
and the Registrant dated April 14, 1997.
10.22(1) Business Credit Service Agreement between The Toronto-Dominion Bank
and the Registrant dated September 8, 1997.
21.1(5) List of Subsidiaries
23.1(2) Consent of KPMG Peat Marwick LLP (see page II-8 of Amendment No. 1 to
the Registration Statement)
23.2(2) Consent of KPMG, Chartered Accountants (see page II-9 of Amendment
No. 1 to the Registration Statement)
23.3(2) Consent of Bryan Cave LLP (contained in their opinion; see Exhibit
5.1)
24.1(5) Power of Attorney
99.1(2) United States Patent, Patent Number 5,360,422, issued to the
Registrant on November 1, 1994
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Filed as an exhibit to Amendment No. 1 to the Registration Statement on
Form SB-2, File No. 333-35239 (the "Current Registration Statement"), filed
with the Commission on October 29, 1997.
(3) Filed as an exhibit to the Registration Statement on Form SB-2, File No.
33-96882-LA (the "Prior Registration Statement"), filed with the Commission
on September 12, 1995.
(4) Filed as an exhibit to Amendment No. 1 to the Prior Registration Statement,
filed with the Commission on March 20, 1996.
(5) Filed as an exhibit to the Current Registration Statement, filed with the
Commission on September 9, 1997.
(6) A schedule of the specific investors who received these Warrants is
attached as an appendix to this exhibit.
(7) Filed as an exhibit to Amendment No. 3 to the Prior Registration Statement,
filed with the Commission on November 12, 1996.
(8) Managerial contract or compensatory plan or arrangement in which the
Company's directors and officers participate.
(9) A schedule of investors and the amounts of their respective notes is
attached to this exhibit. These notes have been repaid by the Registrant
and have therefore been canceled.
(10) Filed as an exhibit to the Registrant's Form 10-KSB for the fiscal year
ended March 31, 1997, filed with the Commission on July 15, 1997.
(11) Filed as an exhibit to Amendment No. 2 to the Current Registration
Statement, filed with the Commission on November 7, 1997.
<PAGE>
Exhibit 10.21
THE TORONTO-DOMINION BANK
BUSINESS CREDIT SERVICE AGREEMENT
___________________
|DATE: Apr 14, 1997|
_____________________________________________________________________________
|LOAN ACCOUNT NO. 9310240-06 | CREDIT LIMIT $1,750,000.00 |
_____________________________________________________________________________
|CURRENT ACCOUNT NO. 310240 | TRANSFER AMOUNT $10,000.00 |
_____________________________________________________________________________
|PRIME RATE |TD OVERDRAFT RATE | MONTHLY ACCOUNT | STANDBY FEE |
| | | ADMINISTRATION CHARGE | |
|4.75% per annum| 21% per annum | $365.00 | % per annum |
_____________________________________________________________________________
This Agreement BETWEEN: THE TORONTO-DOMINION BANK ("Bank") 700 W. Georgia St.,
Vancouver, B.C. V7Y 1A2
________________________________________________________________________________
BRANCH
AND:
Caring Products Industries Ltd.
____________________________________ _________________________________________
CUSTOMER CUSTOMER (herein called "I," "me" or "my"
200 First Avenue W. Suite 200
____________________________________ ______________________________________
ADDRESS ADDRESS
Seattle, WA 98119
____________________________________ ______________________________________
ADDRESS ADDRESS
is made as of the above date.
WHEREAS:
(1) The Bank has agreed to establish a revolving loan facility for me which may
be secured or unsecured; and
(2) The revolving loan facility will operate on the basis established in this
Agreement, the terms of which are subject to change from time to time;
In consideration of the Bank establishing this loan facility, I hereby agree
with the Bank to the following terms and conditions.
________________________________________________________________________________
1. DEFINITIONS In this Agreement:
(a) "COSTS" means all monthly account administration charges, stand-by fees,
and all other costs and expenses incurred under this Agreement.
(b) "CREDIT LIMIT" means the Credit Limit described above or such other Credit
Limit as may be established from time to time. The Credit Limit may be:
(a) DECREASED in the manner provided in this Agreement and by the amounts
of my other obligations incurred under my revolving operating credit
facilities with the Bank including bankers' acceptances, letters of credit
or guarantee, whether or not drawn upon, issued or given by the Bank and
any extensions or renewals thereof; and
(b) INCREASED in the manner provided in this Agreement and by the amounts
of all reinstatements and repayments of my other obligations to the Bank
incurred under my revolving operating credit facilities.
(c) "CURRENT ACCOUNT" means the Current Account described above or such other
Current Account as may be designated from time to time.
(d) "I", "ME" and "MY" means each Customer, who signs below.
(e) "INDEBTEDNESS" means all amounts charged to the Loan Account less all
amounts repaid to the Loan Account plus accrued interest. The Bank will
maintain records of my Indebtedness and liability to the Bank.
(f) "LOAN ACCOUNT" means the Loan Account described above or such other Loan
Account as may be designated from time to time.
(g) "MONTHLY ACCOUNT ADMINISTRATION CHARGE" means the charge described above or
such other Monthly Account Administration Charge as may be established from
time to time. This charge will be charged to my Current Account monthly.
(h) "PRIME RATE" means the rate of interest per annum established and reported
by the Bank to the Bank of Canada from time to time as a reference rate of
interest for the determination of interest rates that the Bank charges to
customers of varying degrees of creditworthiness in Canada for Canadian
dollar loans made by it in Canada. The Prime Rate as of the date of this
Agreement is described above.
(i) "STAND-BY FEE" is a charge for any unused portion of the Credit Limit.
This fee will be calculated on a daily basis on the unused portion of the
Credit Limit at the rate described above or such other rate as may be
established from time to time. This fee will be charged to my Current
Account monthly.
(j) "TD OVERDRAFT RATE" means the rate of interest per annum established by the
Bank from time to time. This rate is payable on overdrafts charged to
Canadian dollar accounts maintained by customers in Canada. The TD
Overdraft Rate as of the date of this Agreement is described above.
(k) "TRANSFER AMOUNT" means the amount of each transfer between my Loan Account
and my Current Account described above or such other amount as may be
established from time to time.
2. ACCESS TO CREDIT. I will have access to the Loan Account up to my
available Credit Limit, except as provided below, by withdrawing funds from
my Current Account. I also agree that:
(a) all other overdraft privileges which have governed my Current Account
are hereby canceled, and
(b) all outstanding overdraft amounts under such other agreements are now
included in Indebtedness under this Agreement.
I agree that each advance from my Loan Account will be in an amount equal to the
Transfer Amount or a multiple thereof. If no Transfer Amount has been
stipulated, I agree that an advance from my Loan Account may be in an amount
sufficient to cover the debits made to my Current Account. The Bank may, but is
not required to, permit the Indebtedness to exceed the Credit Limit. * I agree
that any additional Indebtedness is governed by the terms of this Agreement.
3. BANK AUTHORIZED TRANSFERS OF FUNDS. The Bank may, but is not required to,
automatically advance the Transfer Amount or a multiple thereof or any other
amount from my Loan Account to my Current Account in order to cover the debits
made to my Current Account if the balance in my Current Account is insufficient
to cover the debits. The Bank may, but is not required to, automatically and
without notice apply the funds in my Current Account in amounts equal to the
Transfer Amount or any multiple thereof or any other amount to repay the
Indebtedness by daily payments to the extent funds are available.
4. REPAYMENT OF CREDIT. ON DEMAND I will pay all Costs and repay all
Indebtedness to the Bank. All or part of the Indebtedness may be repaid at any
time.
5. INTEREST AND OTHER CHARGES.
(a) Interest on the Indebtedness is computed on a daily basis, and is compounded
and payable monthly, not in advance, as well after as before demand, default and
judgment until paid in full at the rates set our below. Interest is calculated
on the basis of a 365 day year.
(b) I will pay interest to the Bank on the amount of the Indebtedness up to the
amount of the Credit Limit at:
___________________________________________
| the Prime Rate plus 0.25% annum |
___________________________________________
** The initial rate as of the date of this Agreement is:
__________________________
| 5.00% per annum. |
_________________________
(c) I will pay interest to the Bank on the amount of the Indebtedness which
exceeds the Credit Limit at the:
+ /X/ TD Overdraft Rate: or
+ / / Prime Rate plus ____% per annum.
If either of the above boxes is not completed, I will pay interest to the
Bank on the amount of the Indebtedness which exceeds the Credit Limit at the
TD Overdraft Rate.
(d) I hereby agree to pay to the Bank the Monthly Account Administration Charge
and the Stand-by Fee.
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
6. COSTS AND EXPENSES. I will pay to the Bank on demand all of the costs and
expenses incurred by the Bank for the following:
(a) the preparation and execution of this Agreement;
(b) the enforcement of this Agreement;
(c) the preparation, registration, recordation and realization of any security
provided by me or by any other person to secure the Indebtedness and Costs;
(d) the preservation of the security; and
(e) all reasonable legal costs and fees on a solicitor and his own client basis
incurred for (a) to (d) above. Provided that if I am a resident of Quebec
the recovery of extra judicial fees incurred by the Bank for (a) to (d)
above shall not exceed 15% of the Indebtedness and Costs.
All such costs may be debited by the Bank to my Current Account, or to any other
account which I may maintain with the Bank from time to time.
7. LIMITATIONS ON TRANSFERS OR WITHDRAWALS; WAIVERS. The Bank may in its
absolute discretion and without reasonable notice to me at any time:
(a) refuse to make any transfer from the Loan Account to my Current Account;
and
(b) refuse to honor any cheque or permit any withdrawal from my Current
Account, including any pre-authorized debit; or
(c) terminate the revolving loan facility described herein in whole or in part.
The Bank's rights herein will not be affected in any way by any practice,
accommodation or other course of dealing between the Bank and me, including any
delay or failure of the Bank to exercise such rights. These rights continue to
apply even if the Bank has at any time permitted the Indebtedness to exceed the
Credit Limit
8. AGREEMENT TO PROVIDE INFORMATION AND SECURITY.
(a) INFORMATION. I will provide the Bank such information concerning my
financial affairs as the Bank requires from time to time.
(b) INVESTIGATION. I authorize the Bank at any time:
to obtain such factual and investigative information about me from others
as permitted by law; and
to furnish to other credit grantors and credit bureau particulars of this
Loan Account and any of the Bank's subsequent credit experience with me.
(c) SECURITY. The Bank may from time to time request and I will on such
request provide or cause to be provided such security as the Bank may
require for the Indebtedness.
(d) STATEMENTS. The Bank will provide monthly statements of the Loan Account.
I will notify the Bank in writing immediately of any errors in the monthly
statement of Loan Account. If I do not notify the Bank within 30 days of
the date of delivery or mailing of the statement the statement of Loan
Account will be accepted as complete and correct except for any amount
credited by the Bank in error to the Loan Account.
9. AMENDMENT AND ASSIGNMENT.
(a) AMENDMENT. The Bank may from time to time amend the provisions in this
Agreement in any way. A change in the Prime Rate or the TD Overdraft Rate
is not an amendment to this Agreement. Amendments may include changes to
the Credit Limit or interest rates. Notice of any amendment will be
provided in writing and sent to my current address as recorded in the
records of my Current Account. I agree that any amendment will be deemed
to have been accepted by me if I have not repaid the Indebtedness and Costs
within ten (10) days of receipt of the notice of amendment. Any notices
may be mailed to me by prepaid mail or delivered to me personally. If
mailed to me, notice will be deemed to be received by me five days after
having been mailed. If delivered to me, notice will be deemed received by
me when delivered. If this Agreement is signed by more than one person, I
agree that mailing or delivering any notice to any one of us will be
effective and binding on each of us.
(b) ASSIGNMENT. This Agreement is not assignable by me without the prior
written consent of the Bank.
(c) SUCCESSORS AND ASSIGNS. This Agreement is binding on my heirs, executors,
administrators, successors and permitted assigns and on the successors and
assigns of the Bank.
10. ADDITIONAL AGREEMENTS.
(a) INTERPRETATION. I agree that I am jointly and severally (which means
individually and collectively) liable to the Bank for the Indebtedness and
Costs incurred hereunder with each other person who signs this Agreement.
Words in the singular include the plural and vice versa. Headings are
included for convenience of reference only and do not form part of the
Agreement. This Agreement will be applied in conjunction with such
additional agreements as the Bank and I now have, or may have in the future
including variations of this Agreement, as well as supplemental conditions
imposed by the Bank from time to time.
(b) GOVERNING LAW. This Agreement shall be governed by the law of the Province
in which the Bank's branch is situated. If any provision in this Agreement
is contrary to applicable law, the Agreement shall continue in force with
such amendments as may be required by law.
(c) RECEIPT. I hereby acknowledge receipt of a duly completed copy of this
Agreement.
________________________________________________________________________________
___________________________
|REMOVE AND REVERSE CARBON |
___________________________
CARING PRODUCTS INDUSTRIES LTD.
_______________________________
X /s/ William H.W. Atkinson Chairman & CEO CUSTOMER (IF A CORPORATION)
______________________________________________
WITNESS (sign & print name) TITLE/OCCUPATION
______________________________________ By:________________________
Address (if not a bank officer) TITLE
X
______________________________________________
WITNESS (sign & print name) TITLE/OCCUPATION And By:________________________
TITLE
______________________________________
Address (if not a bank officer)
X
______________________________________________
WITNESS (sign & print name) TITLE/OCCUPATION
X
______________________________________ ______________________________
Address (if not a bank officer) CUSTOMER (if an individual)
X
______________________________________________
WITNESS (sign & print name) TITLE/OCCUPATION
X
______________________________________ ______________________________
Address (if not a bank officer) CUSTOMER (if an individual)
THE TORONTO-DOMINION BANK
By: /s/ [ILLEGIBLE]
_____________________
AUTHORIZED OFFICER
* If this Loan Account is secured by security given pursuant to Section 178 or
186 of the Bank Act, no advance in excess of the Credit Limit may be made unless
a new Form 12300, as a Supplemental Application, and Form 12302, Agreement as to
Powers of the Bank, are taken. All advances so secured must be linked to the
security.
**If a tiered rate structure is agreed to with the Customer, complete the Notice
of Amendment, (Form 10974).
+ Tick applicable box and insert applicable margin rate.
<PAGE>
Exhibit 10.22
THE TORONTO-DOMINION BANK
BUSINESS CREDIT SERVICE AGREEMENT
_______________________
|DATE September 8, 1997|
_____________________________________________________________________________
|LOAN ACCOUNT NO. 9310240 | CREDIT LIMIT $3,500,000.00 |
_____________________________________________________________________________
|CURRENT ACCOUNT NO. 310240 | TRANSFER AMOUNT $5,000.00 |
_____________________________________________________________________________
|PRIME RATE |TD OVERDRAFT RATE | MONTHLY ACCOUNT | STANDBY FEE |
| | | ADMINISTRATION CHARGE | |
|4.75% per annum| 21.00% per annum | $365.00 | % per annum |
_____________________________________________________________________________
This Agreement BETWEEN: THE TORONTO-DOMINION BANK ("Bank") 700 West Georgia
St., Vancouver, B.C. V7Y 1A2
________________________________________________________________________________
BRANCH
AND:
Caring Products Industries Ltd.
____________________________________ _________________________________________
CUSTOMER CUSTOMER (herein called "I," "me" or "my"
200 First Avenue W. Suite 200
____________________________________ ______________________________________
ADDRESS ADDRESS
Seattle, WA 98119
____________________________________ ______________________________________
ADDRESS ADDRESS
is made as of the above date.
WHEREAS:
(1) The Bank has agreed to establish a revolving loan facility for me which may
be secured or unsecured; and
(2) The revolving loan facility will operate on the basis established in this
Agreement, the terms of which are subject to change from time to time;
In consideration of the Bank establishing this loan facility, I hereby agree
with the Bank to the following terms and conditions.
________________________________________________________________________________
1. DEFINITIONS In this Agreement:
(a) "COSTS" means all monthly account administration charges, stand-by fees,
and all other costs and expenses incurred under this Agreement.
(b) "CREDIT LIMIT" means the Credit Limit described above or such other Credit
Limit as may be established from time to time. The Credit Limit may be:
(a) DECREASED in the manner provided in this Agreement and by the amounts
of my other obligations incurred under my revolving operating credit
facilities with the Bank including bankers' acceptances, letters of credit
or guarantee, whether or not drawn upon, issued or given by the Bank and
any extensions or renewals thereof; and
(b) INCREASED in the manner provided in this Agreement and by the amounts
of all reinstatements and repayments of my other obligations to the Bank
incurred under my revolving operating credit facilities.
(c) "CURRENT ACCOUNT" means the Current Account described above or such other
Current Account as may be designated from time to time.
(d) "I", "ME" and "MY" means each Customer, who signs below.
(e) "INDEBTEDNESS" means all amounts charged to the Loan Account less all
amounts repaid to the Loan Account plus accrued interest. The Bank will
maintain records of my Indebtedness and liability to the Bank.
(f) "LOAN ACCOUNT" means the Loan Account described above or such other Loan
Account as may be designated from time to time.
(g) "MONTHLY ACCOUNT ADMINISTRATION CHARGE" means the charge described above or
such other Monthly Account Administration Charge as may be established from
time to time. This charge will be charged to my Current Account monthly.
(h) "PRIME RATE" means the rate of interest per annum established and reported
by the Bank to the Bank of Canada from time to time as a reference rate of
interest for the determination of interest rates that the Bank charges to
customers of varying degrees of creditworthiness in Canada for Canadian
dollar loans made by it in Canada. The Prime Rate as of the date of this
Agreement is described above.
(i) "STAND-BY FEE" is a charge for any unused portion of the Credit Limit.
This fee will be calculated on a daily basis on the unused portion of the
Credit Limit at the rate described above or such other rate as may be
established from time to time. This fee will be charged to my Current
Account monthly.
(j) "TD OVERDRAFT RATE" means the rate of interest per annum established by the
Bank from time to time. This rate is payable on overdrafts charged to
Canadian dollar accounts maintained by customers in Canada. The TD
Overdraft Rate as of the date of this Agreement is described above.
(k) "TRANSFER AMOUNT" means the amount of each transfer between my Loan Account
and my Current Account described above or such other amount as may be
established from time to time.
2. ACCESS TO CREDIT. I will have access to the Loan Account up to my
available Credit Limit, except as provided below, by withdrawing funds from
my Current Account. I also agree that:
(a) all other overdraft privileges which have governed my Current Account
are hereby canceled, and
(b) all outstanding overdraft amounts under such other agreements are now
included in Indebtedness under this Agreement.
I agree that each advance from my Loan Account will be in an amount equal to the
Transfer Amount or a multiple thereof. If no Transfer Amount has been
stipulated, I agree that an advance from my Loan Account may be in an amount
sufficient to cover the debits made to my Current Account. The Bank may, but is
not required to, permit the Indebtedness to exceed the Credit Limit. * I agree
that any additional Indebtedness is governed by the terms of this Agreement.
3. BANK AUTHORIZED TRANSFERS OF FUNDS. The Bank may, but is not required to,
automatically advance the Transfer Amount or a multiple thereof or any other
amount from my Loan Account to my Current Account in order to cover the debits
made to my Current Account if the balance in my Current Account is insufficient
to cover the debits. The Bank may, but is not required to, automatically and
without notice apply the funds in my Current Account in amounts equal to the
Transfer Amount or any multiple thereof or any other amount to repay the
Indebtedness by daily payments to the extent funds are available.
4. REPAYMENT OF CREDIT. ON DEMAND I will pay all Costs and repay all
Indebtedness to the Bank. All or part of the Indebtedness may be repaid at any
time.
5. INTEREST AND OTHER CHARGES.
(a) Interest on the Indebtedness is computed on a daily basis, and is compounded
and payable monthly, not in advance, as well after as before demand, default and
judgment until paid in full at the rates set our below. Interest is calculated
on the basis of a 365 day year.
(b) I will pay interest to the Bank on the amount of the Indebtedness up to the
amount of the Credit Limit at:
___________________________________________
| the Prime Rate plus 0.25% annum |
___________________________________________
** The initial rate as of the date of this Agreement is:
__________________________
| 5.00% per annum. |
_________________________
(c) I will pay interest to the Bank on the amount of the Indebtedness which
exceeds the Credit Limit at the:
+ /X/ TD Overdraft Rate: or
+ / / Prime Rate plus ____% per annum.
If either of the above boxes is not completed, I will pay interest to the
Bank on the amount of the Indebtedness which exceeds the Credit Limit at the
TD Overdraft Rate.
(d) I hereby agree to pay to the Bank the Monthly Account Administration Charge
and the Stand-by Fee.
________________________________________________________________________________
<PAGE>
________________________________________________________________________________
6. COSTS AND EXPENSES. I will pay to the Bank on demand all of the costs and
expenses incurred by the Bank for the following:
(a) the preparation and execution of this Agreement;
(b) the enforcement of this Agreement;
(c) the preparation, registration, recordation and realization of any security
provided by me or by any other person to secure the Indebtedness and Costs;
(d) the preservation of the security; and
(e) all reasonable legal costs and fees on a solicitor and his own client basis
incurred for (a) to (d) above. Provided that if I am a resident of Quebec
the recovery of extra judicial fees incurred by the Bank for (a) to (d)
above shall not exceed 15% of the Indebtedness and Costs.
All such costs may be debited by the Bank to my Current Account, or to any other
account which I may maintain with the Bank from time to time.
7. LIMITATIONS ON TRANSFERS OR WITHDRAWALS; WAIVERS. The Bank may in its
absolute discretion and without reasonable notice to me at any time:
(a) refuse to make any transfer from the Loan Account to my Current Account;
and
(b) refuse to honor any cheque or permit any withdrawal from my Current
Account, including any pre-authorized debit; or
(c) terminate the revolving loan facility described herein in whole or in part.
The Bank's rights herein will not be affected in any way by any practice,
accommodation or other course of dealing between the Bank and me, including any
delay or failure of the Bank to exercise such rights. These rights continue to
apply even if the Bank has at any time permitted the Indebtedness to exceed the
Credit Limit
8. AGREEMENT TO PROVIDE INFORMATION AND SECURITY.
(a) INFORMATION. I will provide the Bank such information concerning my
financial affairs as the Bank requires from time to time.
(b) INVESTIGATION. I authorize the Bank at any time:
to obtain such factual and investigative information about me from others
as permitted by law; and
to furnish to other credit grantors and credit bureau particulars of this
Loan Account and any of the Bank's subsequent credit experience with me.
(c) SECURITY. The Bank may from time to time request and I will on such
request provide or cause to be provided such security as the Bank may
require for the Indebtedness.
(d) STATEMENTS. The Bank will provide monthly statements of the Loan Account.
I will notify the Bank in writing immediately of any errors in the monthly
statement of Loan Account. If I do not notify the Bank within 30 days of
the date of delivery or mailing of the statement the statement of Loan
Account will be accepted as complete and correct except for any amount
credited by the Bank in error to the Loan Account.
9. AMENDMENT AND ASSIGNMENT.
(a) AMENDMENT. The Bank may from time to time amend the provisions in this
Agreement in any way. A change in the Prime Rate or the TD Overdraft Rate
is not an amendment to this Agreement. Amendments may include changes to
the Credit Limit or interest rates. Notice of any amendment will be
provided in writing and sent to my current address as recorded in the
records of my Current Account. I agree that any amendment will be deemed
to have been accepted by me if I have not repaid the Indebtedness and Costs
within ten (10) days of receipt of the notice of amendment. Any notices
may be mailed to me by prepaid mail or delivered to me personally. If
mailed to me, notice will be deemed to be received by me five days after
having been mailed. If delivered to me, notice will be deemed received by
me when delivered. If this Agreement is signed by more than one person, I
agree that mailing or delivering any notice to any one of us will be
effective and binding on each of us.
(b) ASSIGNMENT. This Agreement is not assignable by me without the prior
written consent of the Bank.
(c) SUCCESSORS AND ASSIGNS. This Agreement is binding on my heirs, executors,
administrators, successors and permitted assigns and on the successors and
assigns of the Bank.
10. ADDITIONAL AGREEMENTS.
(a) INTERPRETATION. I agree that I am jointly and severally (which means
individually and collectively) liable to the Bank for the Indebtedness and
Costs incurred hereunder with each other person who signs this Agreement.
Words in the singular include the plural and vice versa. Headings are
included for convenience of reference only and do not form part of the
Agreement. This Agreement will be applied in conjunction with such
additional agreements as the Bank and I now have, or may have in the future
including variations of this Agreement, as well as supplemental conditions
imposed by the Bank from time to time.
(b) GOVERNING LAW. This Agreement shall be governed by the law of the Province
in which the Bank's branch is situated. If any provision in this Agreement
is contrary to applicable law, the Agreement shall continue in force with
such amendments as may be required by law.
(c) RECEIPT. I hereby acknowledge receipt of a duly completed copy of this
Agreement.
________________________________________________________________________________
___________________________
|REMOVE AND REVERSE CARBON |
___________________________
CARING PRODUCTS INDUSTRIES LTD.
Caring Products Industries Ltd.
________________________________
X CUSTOMER (IF A CORPORATION)
______________________________________________
WITNESS (sign & print name) TITLE/OCCUPATION
______________________________________ By: /s/ William H.W. Atkinson
Address (if not a bank officer) -------------------------
TITLE President
X
______________________________________________
WITNESS (sign & print name) TITLE/OCCUPATION And By:________________________
TITLE
______________________________________
Address (if not a bank officer)
X
______________________________________________
WITNESS (sign & print name) TITLE/OCCUPATION
X
______________________________________ ______________________________
Address (if not a bank officer) CUSTOMER (if an individual)
X
______________________________________________
WITNESS (sign & print name) TITLE/OCCUPATION
X
______________________________________ ______________________________
Address (if not a bank officer) CUSTOMER (if an individual)
THE TORONTO-DOMINION BANK
By: /s/ [ILLEGIBLE]
_____________________
AUTHORIZED OFFICER
* If this Loan Account is secured by security given pursuant to Section 178 or
186 of the Bank Act, no advance in excess of the Credit Limit may be made unless
a new Form 12300, as a Supplemental Application, and Form 12302, Agreement as to
Powers of the Bank, are taken. All advances so secured must be linked to the
security.
**If a tiered rate structure is agreed to with the Customer, complete the Notice
of Amendment, (Form 10974).
+ Tick applicable box and insert applicable margin rate.
