SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
LABTEC INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------
(Title of Class of Securities)
846281 10 3
-------------------------------
(CUSIP Number)
Mr. Rodger R. Krouse Michael Weinsier, Esq.
c/o Sun Multimedia Advisors, Inc. Parker Chapin Flattau & Klimpl, LLP
5355 Town Center Road, Suite 802 1211 Avenue of the Americas
Boca Raton, Florida 33486 New York, New York 10036
(503) 819-0325 (212) 704-6000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 1999
----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
<PAGE>
CUSIP No. 846281 10 3 13D Page 2 of 13 Pages
--------------- -------- --------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Labtec Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 846281 10 3 13D Page 3 of 13 Pages
--------------- -------- --------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sun Multimedia Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,575,825
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,575,825
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,575,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
14 TYPE OF REPORTING PERSON*
LP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 846281 10 3 13D Page 4 of 13 Pages
--------------- -------- --------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sun Multimedia Advisors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
3,575,825
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,575,825
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,575,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 846281 10 3 13D Page 5 of 13 Pages
--------------- -------- --------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marc J. Leder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
3,575,825
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,575,825
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,575,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 846281 10 3 13D Page 6 of 13 Pages
--------------- -------- --------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodger R. Krouse
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
3,575,825
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,575,825
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,575,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 amends and supplements the statement on Schedule
13D dated November 30, 1998 (the "Schedule 13D") filed by the reporting persons
with respect to the common stock, par value $.01 per share ("Company Common
Stock"), of Labtec Inc., a Massachusetts corporation formerly known as Spacetec
IMC Corporation (the "Company"). This Amendment No. 1 is being filed to report
the consummation of the merger (the "Merger") of SIMC Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of the Company ("SIMC"), into
Labtec Corporation, a Delaware corporation formerly known as Labtec Inc. ("Old
Labtec"). Pursuant to the Merger, the Company has been renamed "Labtec Inc."
Item 2 of the Schedule 13D is hereby amended to read in its entirety as
follows:
ITEM 2. Identity and Background.
(a) This statement is being filed jointly pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by
Old Labtec, Sun Multimedia Partners, L.P., a Delaware limited partnership
("Partners"), Sun Multimedia Advisors, Inc., a Delaware corporation
("Advisors"), Marc J. Leder and Rodger R. Krouse. Messrs. Leder and Krouse may
each be deemed to control Partners and Advisors, as each of Messrs. Leder and
Krouse owns 50% of the capital stock of Advisors, which is the general partner
of Partners. Prior to the Merger, Partners owned 19,352,940 shares of Old
Labtec's common stock, par value $.01 per share ("Labtec Common Stock"),
representing 77.38% of the 25,011,310 shares of Labtec Common Stock then issued
and outstanding. Upon the completion of the Merger, each share of Labtec Common
Stock (other than certain cancelled shares) was converted into the right to
receive the consideration set forth in Item 4 below. Old Labtec, Partners,
Advisors, Mr. Leder and Mr. Krouse are collectively referred to as the
"Reporting Persons."
Information with respect to each Reporting Person is given solely by
such Reporting Person, no Reporting Person has responsibility for the accuracy
or completeness of the information supplied by any other Reporting Person, and
each Reporting Person agrees that this statement is filed on behalf of such
Reporting Person only.
Certain information with respect to the executive officers and
directors of Old Labtec and Advisors following consummation of the Merger is set
forth on Schedule A attached hereto.
The Reporting Persons, other than Old Labtec, may be deemed to
constitute a "group" for the purposes of Rule 13d-3 under the Exchange Act.
(b) The principal business address of each of the Reporting Persons is
5355 Town Center Road, Suite 802, Boca Raton, Florida 33486.
(c) Messrs. Leder and Krouse are principally engaged in merchant
banking and the acquisition and operation of companies.
(Page 7 of 13 Pages)
<PAGE>
Partners and Advisors are each principally engaged in making
investments.
Old Labtec manufactures and distributes high technology multimedia
peripheral products for the personal computer industry.
(d) During the past five years, none of the Reporting Persons and, to
the knowledge of the Reporting Persons, none of the executive officers or
directors of the Reporting Persons, if applicable, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Messrs. Leder and Krouse are each citizens of the United States of
America. Each of the other Reporting Persons was organized under the laws of the
State of Delaware.
Item 4 of the Schedule 13D is hereby amended to read in its entirety as
follows:
ITEM 4. Purpose of Transaction.
On February 17, 1999, the transactions contemplated by the Agreement
and Plan of Merger among the Company, SIMC and Old Labtec (as amended and
restated on November 13, 1998, the "Merger Agreement") were consummated.
A copy of the Merger Agreement was filed as Exhibit 2.1 to the current
report on Form 8- K of the Company dated October 21, 1998 (date of earliest
event reported) and filed with the Securities and Exchange Commission (the
"Commission") on November 17, 1998 (the "Company 8-K"). Copies of the press
releases of the Company dated October 21, 1998 (the "October Press Release") and
November 5, 1998 (the "November Press Release") were filed as Exhibit 99.1 and
Exhibit 99.3, respectively, to the Company 8-K. The Merger Agreement, the
October Press Release and the November Press Release are incorporated herein by
reference as Exhibits 2, 3 and 4, respectively. The following description of the
Merger Agreement is qualified by reference to the Merger Agreement incorporated
herein by reference.
Pursuant to the Merger Agreement, on February 17, 1999, among other
things, (a) SIMC merged into Old Labtec, with Old Labtec continuing as the
surviving corporation and a wholly-owned subsidiary of the Company; (b) the
Company amended its Articles of Organization to (i) change its name to "Labtec
Inc.", (ii) increase the total number of shares of the Company Common Stock
authorized for issuance from 20,000,000 to 25,000,000 and (iii) effect a
one-for- three reverse split of all shares of Company Common Stock then
outstanding; and (c) the
(Page 8 of 13 Pages)
<PAGE>
Company created a new subsidiary to hold all non-cash assets and all liabilities
of the Company. Except as expressly set forth herein, each reference to the
shares of Company Common Stock refer to such shares on a post-reverse split
basis.
As a result of the Merger, (a) the holder of each share of Labtec
Common Stock outstanding at the effective time of the Merger received .18476913
shares of Company Common Stock and (b) each holder of Old Labtec stock options
outstanding at the effective time of the Merger received options to acquire
.18476913 shares of Company Common Stock for each option to purchase a share of
Labtec Common Stock.
Pursuant to the Merger, the Old Labtec stockholders received rights to
receive a pro-rata portion (based on such holders' proportionate equity
interests in Old Labtec) of principal and interest payments to be made under an
unsecured promissory note issued by the Company in the principal amount of
$1,065,000. The note is subordinated to all institutional indebtedness of the
Company, bears interest payable quarterly at the rate of 10% per annum, and
matures six years from completion of the Merger, at which time the entire
principal amount of the note will become due and payable.
The Merger Agreement provided that holders of Labtec Common Stock
outstanding at the effective time of the Merger would also receive rights to
receive additional shares of Company Common Stock ("Contingent Shares") that may
be issued based on a valuation or sale, on or prior to December 31, 1999, of the
Company's industrial CAD/CAM business which is below $6,000,000 in value. Such
rights to Contingent Shares were waived by Old Labtec prior to the closing of
the transactions contemplated by the Merger Agreement.
At a special meeting of stockholders of the Company held on February
17, 1999, four directors nominated by the Company and eight directors nominated
by Old Labtec were elected to the Company's Board of Directors (the "Board").
The Board is divided into four Class I Directors, four Class II Directors and
four Class III Directors, who will serve initial terms of one year, two years
and three years, respectively. Directors elected at each subsequent annual
meeting of stockholders of the Company will be elected to serve for a term of
three years. Old Labtec nominated three of the initial Class I Directors, two of
the initial Class II Directors and three of the initial Class III Directors. The
Company nominated one of the initial Class I Directors, two of the initial Class
II Directors and one of the initial Class III Directors.
The Company may be unable to satisfy certain requirements necessary in
order for shares of Company Common Stock to continue to be quoted on The Nasdaq
Stock Market's National Market. Should this occur, the Reporting Persons believe
that the Company would apply to have shares of Company Common Stock quoted on
the Nasdaq Stock Market's SmallCap Market until such time as the Company may,
once again, in the future, become eligible to have Company Common Stock quoted
on the Nasdaq Stock Market's National Market.
(Page 9 of 13 Pages)
<PAGE>
As an inducement to Old Labtec to enter into the Merger Agreement, J.
Grant Jagelman, Dennis T. Gain and certain of their respective affiliates
(collectively, the "Principal Stockholders") entered into a Voting Agreement and
Irrevocable Proxy with Old Labtec (each, a "Voting Agreement" and, collectively,
the "Voting Agreements"), pursuant to which each Principal Stockholder agreed to
vote for approval of the transactions contemplated by the Merger Agreement. A
copy of the form of Voting Agreement was filed as Exhibit 99.2 to the Company
8-K and is incorporated by reference herein as Exhibit 5. Effective upon
completion of the Merger, the Voting Agreements terminated by their respective
terms.
Except as set forth herein, no Reporting Person has any present plans
or proposals that relate to or would result in (i) the acquisition of additional
securities of the Company; (ii) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation of the Company; (iii) a sale or transfer
of a material amount of assets of the Company or any of its subsidiaries; (iv)
any change in the present Board of Directors or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material change
in the Company's business or corporate structure; (vii) any changes in the
Company's charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (viii)
causing a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) causing a
class of equity securities of the Company to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action
similar to any of those enumerated above.
Item 5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
ITEM 5. Interest in Securities of the Issuer.
The Reporting Persons may be deemed a group within the meaning of Rule
13d-5 under the Exchange Act and, therefore, each of the Reporting Persons may
be deemed to be the beneficial owner, within the meaning of Rule 13d-3 under the
Exchange Act, of all of the shares beneficially owned by each member of the
group, or an aggregate of 3,575,825 shares of Company Common Stock,
representing, based on the approximately 6,908,000 shares of Company Common
Stock that were issued and outstanding on February 21, 1999, approximately 51.8%
of the total of the outstanding shares of Company Common Stock.
The following information sets forth concerning the nature of each
Reporting Person's beneficial ownership of Company Common Stock:
(Page 10 of 13 Pages)
<PAGE>
<TABLE>
<CAPTION>
Sole power to vote or Shared power to vote or
direct the vote/sole direct the vote/shared
power to dispose or power to dispose or
Name direct the disposition direct the disposition
- -------------------------------- --------------------------- ---------------------------
<S> <C> <C>
Labtec Corporation (a).......... 0 0
Sun Multimedia Partners, L.P.... 3,575,825 0
Sun Multimedia Advisors, Inc.... 0 3,575,825
Rodger R. Krouse ............... 0 3,575,825
Marc J. Leder .................. 0 3,575,825
- ------------------
</TABLE>
(a) On February 17, 1999, the transactions contemplated by the Merger
Agreement were consummated and, as a result, the Voting Agreements
terminated. As a result of such termination, Labtec ceased to
beneficially own, directly or indirectly, any shares of Company Common
Stock. As a result, Labtec is not a member of a group.
Item 6 of the Schedule 13D is hereby amended to read in its entirety as
follows:
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
To the knowledge of each Reporting Person on the date hereof, except to
the extent reflected in Item 4 or in the Exhibits, if any, filed herewith, no
Reporting Person has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to securities
issued by the Company, including, but not limited to, transfer or voting of any
such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or losses or the
giving or withholding of proxies.
Item 7 of the Schedule 13D is hereby amended to read in its entirety as
follows:
ITEM 7: Material to be Filed as Exhibits.
Exhibit Description
1. Joint filing agreement dated as of March 1, 1999 among each of
the Reporting Persons.
(Page 11 of 13 Pages)
<PAGE>
2. Agreement and Plan of Merger as amended and restated on
November 13, 1998 between the Company and Labtec Corporation
(f/k/a Labtec Inc.) (filed as Exhibit 2.1 to the Current Report
on Form 8-K dated October 21, 1998 (date of earliest event
reported) filed with the Commission (file no. 0-27302) on
November 17, 1998 and incorporated herein by reference).
3. Press Release of the Company dated October 21, 1998 (file no.
0-27302) (filed as Exhibit 99.1 to the Current Report on Form
8-K dated October 21, 1998 (date of earliest event reported)
filed with the Commission (file no. 0-27302) on November 17,
1998 and incorporated herein by reference).
4. Press Release of the Company dated November 5, 1998 (filed as
Exhibit 99.3 to the Current Report on Form 8-K dated October
21, 1998 (date of earliest event reported) filed with the
Commission (file no. 0-27302) on November 17, 1998 and
incorporated herein by reference).
5. Form of Voting Agreement with Labtec Corporation (f/k/a Labtec
Inc.) (filed as Exhibit 99.2 to the Current Report on Form 8-K
dated October 21, 1998 (date of earliest event reported) filed
with the Commission (file no. 0-27302) on November 17, 1998 and
incorporated herein by reference).
(Page 12 of 13 Pages)
<PAGE>
Signatures
----------
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 4, 1999
LABTEC CORPORATION
By: /s/ Rodger R. Krouse
--------------------------------
Rodger R. Krouse, Vice President
SUN MULTIMEDIA PARTNERS, L.P.
By: Sun Multimedia Advisors, Inc.
its General Partner
By: /s/ Rodger R. Krouse
--------------------------------
Rodger R. Krouse, President
and Treasurer
SUN MULTIMEDIA ADVISORS, INC.
By: /s/ Rodger R. Krouse
--------------------------------
Rodger R. Krouse, President
and Treasurer
/s/ Rodger R. Krouse
--------------------------------
Rodger R. Krouse
/s/ Marc J. Leder
--------------------------------
Marc J. Leder
(Page 13 of 13 Pages)
<PAGE>
Schedule A
Additional information required by Item 2 of Schedule 13D.
1. Set forth below is the name and business address of each executive
officer or director of Old Labtec. Each of such persons is a citizen of
the United States of America. Except for Messrs. Leder, Krouse and
Julian Rubenstein, each of such persons' principal occupation is as an
employee of the Company. The principal occupation of Messrs. Leder and
Krouse is set forth in Item II(a) of this Schedule 13D. The principal
occupation of Mr. Wick is as President of the Company. Mr. Rubenstein
is principally engaged in merchant banking and the acquisition and
operation of middle market companies.
<TABLE>
<CAPTION>
Name Title Address
- ---- ----- --------
<S> <C> <C>
Marc J. Leder Vice President, Treasurer and c/o Sun Multimedia Advisors, Inc.
Director 5355 Town Center Road, Suite 802
Boca Raton, Florida 33486
Rodger R. Krouse Vice President, Secretary and c/o Sun Multimedia Advisors, Inc.
Director 5355 Town Center Road, Suite 802
Boca Raton, Florida 33486
Robert G. Wick President and Chief Executive c/o Labtec Inc.
Officer The Boot Mills
100 Foot of John Street
Lowell, Massachusetts 01852
Julian Rubenstein Vice President c/o Sun Multimedia Advisors, Inc.
5355 Town Center Road, Suite 802
Boca Raton, Florida 33486
</TABLE>
<PAGE>
2. Set forth below is the name and business address of each executive
officer and director of Advisors.
<TABLE>
<CAPTION>
Name Title Address
- ---- ----- -------
<S> <C> <C>
Marc J. Leder Vice President, Secretary and c/o Sun Multimedia Advisors, Inc.
Director 5355 Town Center Road, Suite 802
Boca Raton, Florida 33486
Rodger R. Krouse President, Treasurer c/o Sun Multimedia Advisors, Inc.
5355 Town Center Road, Suite 802
Boca Raton, Florida 33486
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
1. Joint filing agreement dated as of March 1, 1999 among each of
the Reporting Persons.
2. Agreement and Plan of Merger as amended and restated on
November 13, 1998 between the Company and Labtec Corporation
(f/k/a Labtec Inc.) (filed as Exhibit 2.1 to the Current Report
on Form 8-K dated October 21, 1998 (date of earliest event
reported) filed with the Commission (file no. 0-27302) on
November 17, 1998 and incorporated herein by reference).
3. Press Release of the Company dated October 21, 1998 (file no.
0-27302) (filed as Exhibit 99.1 to the Current Report on Form
8-K dated October 21, 1998 (date of earliest event reported)
filed with the Commission (file no. 0-27302) on November 17,
1998 and incorporated herein by reference).
4. Press Release of the Company dated November 5, 1998 (filed as
Exhibit 99.3 to the Current Report on Form 8-K dated October
21, 1998 (date of earliest event reported) filed with the
Commission (file no. 0-27302) on November 17, 1998 and
incorporated herein by reference).
5. Form of Voting Agreement with Labtec Corporation (f/k/a Labtec
Inc.) (filed as Exhibit 99.2 to the Current Report on Form 8-K
dated October 21, 1998 (date of earliest event reported) filed
with the Commission (file no. 0-27302) on November 17, 1998 and
incorporated herein by reference).
EXHIBIT 1
The undersigned agree that the statement on Schedule 13D to which this
agreement is attached is filed on behalf of each of them.
Dated: March 4, 1999
LABTEC CORPORATION
By: /s/ Rodger R. Krouse
--------------------------------
Rodger R. Krouse, Vice President
SUN MULTIMEDIA PARTNERS, L.P.
By: Sun Multimedia Advisors, Inc.
its General Partner
By: /s/ Rodger R. Krouse
--------------------------------
Rodger R. Krouse, President
and Treasurer
SUN MULTIMEDIA ADVISORS, INC.
By: /s/ Rodger R. Krouse
--------------------------------
Rodger R. Krouse, President
and Treasurer
/s/ Rodger R. Krouse
--------------------------------
Rodger R. Krouse
/s/ Marc J. Leder
--------------------------------
Marc J. Leder
