<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
TICE TECHNOLOGY, INC.
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(Name of Issuer)
Common Shares, $0.01 par value per share
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(Title of Class of Securities)
886337 11 2
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(CUSIP Number)
William A. Tice, President
Tice Technology, Inc.
6711 Tice Plaza
Knoxville, Tennessee 37918
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 30, 1999
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(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(b)(3) or (4), 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 ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7
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<TABLE>
<CAPTION>
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CUSIP NO. 886337 11 2
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<S> <C> <C> <C>
1. Names of Reporting Persons. LandOak Securities, LLC (IRS Identification No. 62-0815963)
I.R.S. Identification Nos. of Above Michael A. Atkins
Persons (entities only) Patrick L. Martin
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2. Check the Appropriate Box if a a) [X]
Member of a Group (See Instructions)
b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) LandOak: WC
Atkins: PF
Martin: PF
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5. Check if Disclosure of Legal
Proceedings is Required Pursuant to [ ]
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization Tennessee
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Number of 7. Sole Voting Power Atkins: 300,000
Shares Martin: 300,000
LandOak Securities, LLC 100,000
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Beneficially 8. Shared Voting Power Atkins (with Martin): 100,000
Owned Martin (with Atkins): 100,000
LandOak Securities, LLC 0
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By Each 9. Sole Dispositive Atkins: 300,000
Reporting Power Martin: 300,000
LandOak Securities, LLC 100,000
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Person 10. Shared Dispositive Atkins (with Martin): 100,000
With Power Martin (with Atkins): 100,000
LandOak Securities, LLC 0
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11. Aggregate Amount Beneficially LandOak Securities, LLC: 100,000
Owned by Each Reporting Person Atkins: 300,000
Martin: 300,000
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As a group: 700,000
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12 Check if the Aggregate Amount is
Row (11) Excludes Certain Shares [ ]
(See Instructions)
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13. Percent of Class Represented by LandOak Securities, LLC: 1.16%
Amount in Row (11) Atkins: 3.49%
Martin: 3.49%
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As a group: 8.14%
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14. Type of Reporting Person (See LandOak Securities, LLC: BD
Instructions) Atkins: IN
Martin: IN
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</TABLE>
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Shares, $0.01 par value per
share (the "Common Shares"), of Tice Technology, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are at 6711 Tice
Plaza, Knoxville, Tennessee 37918.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by LandOak Securities, LLC ("LandOak"), a
limited liability company organized under the laws of the State of Tennessee;
Michael A. Atkins, a natural person; and Patrick L. Martin, a natural person.
(LandOak, Mr. Atkins and Mr. Martin collectively, the "Filers") Michael A.
Atkins and Patrick L. Martin are the officers, directors and/or controlling
persons of LandOak. Information with respect to each of the Filers is set forth
below.
LandOak is a broker-dealer registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and applicable state laws, and the
principal business of LandOak is acting as a broker and dealer in securities.
The address of its principal office is 10267 Kingston Pike, Knoxville, Tennessee
37922. During the last five (5) years, LandOak has not been convicted in any
criminal proceeding and has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction that subjected LandOak to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or found
any violation with respect to such laws.
Mr. Atkins's business address is 10267 Kingston Pike, Knoxville,
Tennessee 37922. Mr. Atkins is a principal of LandOak and a principal of The
Lanrick Group ("Lanrick"), the business of which is the provision of wealth
management and financial advisory services. During the last five (5) years, Mr.
Atkins has not been convicted in any criminal proceeding and has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction that subjected Mr. Atkins to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or found any violation with respect to such
laws. Mr. Atkins is a citizen of the United States.
Mr. Martin's business address is 10267 Kingston Pike, Knoxville,
Tennessee 37922. Mr. Martin is a principal of LandOak and a principal of
Lanrick, the business of which is the provision of wealth management and
financial advisory services. During the last five (5) years, Mr. Martin has not
been convicted in any criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
subjected Mr. Martin to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or found any violation with respect to such laws. Mr.
Martin is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 30, 1999, LandOak purchased 100,000 Common Shares from the
Issuer at a price of $40,000. The funds for this purchase were obtained from
LandOak's working
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capital, and no part of the purchase price is or will be represented by funds or
other consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the securities.
On April 30, 1999, Mr. Atkins purchased 300,000 Common Shares from the
Issuer at a price of $120,000. The funds for this purchase were obtained from
Mr. Atkins's personal funds, and no part of the purchase price is or will be
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the securities.
On April 30, 1999, Mr. Martin purchased 300,000 Common Shares from the
Issuer at a price of $120,000. The funds for this purchase were obtained from
Mr. Martin's personal funds, and no part of the purchase price is or will be
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to a letter agreement dated April 26, 1999 (the "Letter
Agreement"), the Filers agreed to purchase an aggregate of 700,000 Common Shares
from the Issuer at an aggregate price of $280,000. Pursuant to the Letter
Agreement, LandOak will conduct a private placement, on a best-efforts basis, of
up to 1,299,997 additional Common Shares at an aggregate price of $909,997.90,
plus 10% Notes (the "Notes") in an aggregate principal amount of $1,000,000. In
connection with the placement of the additional Common Shares and the Notes, the
Issuer will pay LandOak a commission of $189,997.90 upon the consummation of the
sale of such additional Common Shares and Notes, and will reimburse LandOak for
up to $10,000 in legal costs incurred in connection therewith. Further, the
Issuer will grant to the Filers warrants for the purchase of up to 100,000
Common Shares at a price of $0.50 per Common Share. Pursuant to the Letter
Agreement, LandOak will have the right to designate two (2) members of the Board
of Directors of the Issuer, which Board of Directors will be composed of a total
of five (5) members.
Other than as set forth above, the Filers have no plans or proposals
which relate to or would result in any action or transaction described in
paragraphs (a) to (j), inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) LandOak Securities, LLC 100,000 1.16%
Michael A. Atkins 300,000 3.49%
Patrick L. Martin 300,000 3.49%
All of the above, as a group 700,000 8.14%
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(b) LandOak Securities, LLC:
Sole Voting Power 100,000
Shared Voting Power 0
Sole Dispositive Power 100,000
Shared Dispositive Power 0
Michael A. Atkins:
Sole Voting Power 300,000
Shared Voting Power 100,000
Sole Dispositive Power 300,000
Shared Dispositive Power 100,000
Voting and dispositive power is shared with Patrick
L. Martin as to the 100,000 Common Shares held by
LandOak. Information with respect to Mr. Martin is
set forth under Item 2 above.
Patrick L. Martin:
Sole Voting Power 300,000
Shared Voting Power 100,000
Sole Dispositive Power 300,000
Shared Dispositive Power 100,000
Voting and dispositive power is shared with Michael
A. Atkins as to the 100,000 Common Shares held by
LandOak. Information with respect to Mr. Atkins is
set forth under Item 2 above.
(c) Except as set forth herein with respect to the Transaction, none of
the Filers has effected any transactions in the Issuer's Common Shares during
the sixty (60) days prior to the date hereof.
(d) No other person is known to any of the Filers to have any right to
receive or the power to direct receipt of dividends from, or the proceeds from
the sale of such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As set forth above, pursuant to the Letter Agreement, LandOak will
conduct a private placement, on a best-efforts basis, of up to 1,299,997
additional Common Shares at an aggregate price of $909,997.90, plus 10% Notes in
an aggregate principal amount of $1,000,000. In
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connection with the placement of the additional Common Shares and the Notes, the
Issuer will pay LandOak a commission of $189,997.90 upon the consummation of the
sale of such additional Common Shares and Notes, and will reimburse LandOak for
up to $10,000 in legal costs incurred in connection therewith. Further, the
Issuer will grant to the Filers warrants for the purchase of up to 100,000
Common Shares at a price of $0.50 per Common Share. Pursuant to the Letter
Agreement, LandOak will have the right to designate two (2) members of the Board
of Directors of the Issuer, which Board of Directors will be composed of a total
of five (5) members.
Except pursuant to the Letter Agreement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between any
of the Filers and any person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
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<S> <C>
1. Agreement, dated as of April 30, 1999, among LandOak Securities, LLC,
Michael A. Atkins, and Patrick L. Martin as to the joint filing of this
Schedule 13D.
2. Letter Agreement, dated as of April 26, 1999, between The Lanrick Group
and Tice Technology, Inc.
</TABLE>
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
5/12/99
-----------------------------------
Date
LANDOAK SECURITIES, LLC
By: /s/ Patrick L. Martin
-----------------------------
Patrick L. Martin
Chief Manager
/s/ Michael A. Atkins
-----------------------------------
Michael A. Atkins
/s/ Patrick L. Martin
-----------------------------------
Patrick L. Martin
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. SS.1001).
Page 7 of 7
<PAGE> 1
EXHIBIT 1
AGREEMENT
The undersigned, LandOak Securities, LLC, a limited liability
company organized under the laws of the State of Tennessee ("LandOak"); Michael
A. Atkins, a natural person ("Atkins"); and Patrick L. Martin, a natural person
("Martin" and, with LandOak and Atkins, the "Filers"), hereby agree as follows:
1. This Agreement (this "Agreement") is made among the Filers pursuant
to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. The obligation of any or all of the Filers to file a Schedule 13D
Statement under the Exchange Act, together with any and all amendments,
supplements and/or exhibits thereto (the "Statement"), with respect to the
acquisition by the Filers of Common Shares, $0.01 par value per share, of Tice
Technologies, Inc., a Delaware corporation ("Tice"), and other matters set forth
in the Letter Agreement, dated April 26, 1999, among Tice and the Filers (the
"Transaction"), shall be satisfied by the filing of a single Schedule 13D.
3. The Statement with respect to the Transaction, together with any and
all amendments, supplements and/or exhibits thereto, is filed on behalf of each
Filer and all Filers.
4. Each of the Filers represents and warrants to the other Filers that
he, she or it is individually eligible to file a Statement on Schedule 13D; and
that, to the best of such Filer's knowledge, the information provided by such
Filer for inclusion in the Statement is complete and accurate in all respects.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed
this Agreement as of this 30th day of April, 1999.
LANDOAK SECURITIES, LLC
By: /s/ Patrick L. Martin
------------------------------
Patrick L. Martin
Chief Manager
/s/ Michael A. Atkins
------------------------------------
Michael A. Atkins
/s/ Patrick L. Martin
------------------------------------
Patrick L. Martin
1
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EXHIBIT 2
TICE(R) ENGINEERING
& SALES, INC.
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6711 MAYNARDVILLE HIGHWAY
KNOXVILLE, TENNESSEE 37918
(423) 922-7501 FAX (423) 922-3134
April 26, 1999
Mr. Pat Martin
The Lanrick Group
10267 Kingston Pike
Knoxville, TN 37922
Dear Pat,
This letter is intended as a binding letter of intent to outline the details of
The Lanrick Group and related individuals ("LG") investment of $2,000,000 in
Tice Technology, Inc. ("TTI"). Please review the details of this agreement and
if these meet your understanding and agreement, please sign one copy and return
to me.
1) LG agrees to invest $2,000,000 in TTI.
2) Timing of such investment is as follows: Initial investment of $280,000
closing immediately and a second net investment of $1,720,000 expected to
close in approximately 60 days.
3) LG's initial investment will be $280,000 for 700,000 shares of Common
Stock. These shares will be divided as follows: Patrick L. Martin 300,000
shares, Mike A. Atkins 300,000 shares, and Land Oak Securities, LLC 100,000
shares. LG warrants that each investor is an accredited investor. Such
shares are restricted to resale for a period of twelve months.
4) LG's second investment will be in two forms: (1) Net $720,000 for 1,299,997
shares of Common Stock (as illustrated in the attached ownership table, the
result of both investments total a 20% fully diluted ownership stake in
TTI) and (2) A 10% term loan of $1,000,000 due and payable in forty-eight
months. Collateral for this loan will be the Company's Intellectual
Property rights, specifically the patents on the electronic gearing
technology. Interest will be due and payable quarterly beginning twelve
months after issuance. The interest accrued on this loan during the first
year will be due and payable after twelve months. The company reserves the
right to prepay this note at any time with no prepayment penalty. In
addition, the Company will issue warrants to LG to purchase 100,000 shares
of stock at fifty cents ($0.50) per share. These warrants expire
forty-eight months from the date of issuance.
[TICE(R) TECHNOLOGY LOGO]
<PAGE> 2
Pat Martin Page 2
April 26, 1999
5) TTI agrees to have the following two debt holders convert their notes
payable to Common Stock at closing of this transaction at a rate of 1 common
share per $1 of debt. Joe Clayton will convert approximately $211,000 of
notes to common stock, and Charles West will convert $100,000 of notes to
common stock. LG acknowledges that William Tice will continue to hold notes
payable of approximately $493,000 that will not convert to equity, but will
be subordinated to all other debts of the company. TTI cannot repay this
note or interest until a time subsequent to the repayment of the term loan
and all related interest.
6) Other than board approved compensation programs outlined in the financial
projections, no payments will be made to William Tice or Charles West.
7) LG will be entitled to two seats on the Board of Directors of TTI as long
as its cumulative ownership percentage on a fully diluted basis exceeds
10%, and will be entitled to one seat on the Board of Directors as long as
its cumulative ownership percentage on a fully diluted basis exceeds 5% or
the term loan in item 4 above is outstanding. The initial Board of
Directors will be made up of five seats including two LG representatives
(Pat Martin and Mike Atkins), Charles West, William Tice, a selection by
William Tice. It is anticipated that the Board will be expanded to seven
seats at some future point by the vote of the Board of Directors with the
addition of two outside directors elected by the ownership.
8) LG's investment carries no preemptive rights, but will have piggyback
rights and demand rights. If LG exercises their demand rights within the
first twelve months from the date of the closing of this transaction, LG
agrees to bear all costs associated with the registration.
9) LG acknowledges that TTI will pay Bill Arant a fee of 3% of the total
capital raised through his efforts and this transaction qualifies Bill
Arant for such fee. In addition, Bill Arant will be granted 50,000 stock
options at a $1 exercise price upon completion of the $2,000,000
investment. Bill Arant may purchase stock from William Tice with the
proceeds of any fee received.
10) TTI will provide copies of the Electronic Gearing Technology patents and
assignments for review.
11) LG and TTI will enter into a "Best Efforts" underwriting for the second
portion of the investment to raise approximately $1,909,997.90. TTI will
pay approximately $189,997.90 of commissions conditioned solely on the
successful completion of this offering, such commissions not to exceed any
regulatory amount allowed for this type of transaction. Net proceeds of the
offering to the Company will be $1,720,000 committed to complete the
$2,000,000 investment to TTI by LG. TTI will provide an offering memorandum
for use by LG. TTI will confirm that this transaction meets both the SEC and
State of Tennessee provisions related to a private offering of securities,
based on a representation to TTI by LG on the method and the number and
type of investors that this offering will be presented. Shares issued
through this private offering are not registered and carry a twelve-month
restriction as to resale.
<PAGE> 3
Pat Martin Page 3
April 26, 1999
12) TTI will reimburse LG up to $10,000 for legal costs asociated with this
transaction upon closing of the $2,000,000 investment.
13) TTI will appoint Charles West as President and Chief Executive Officer,
reporting solely to the Board of Directors. Charles West's employment will
be documented through an employment agreement and which, besides defining
the responsibilities and compensation for his position, will include stock
options to purchase up to a total of 10% of TTI on a fully diluted, pre-LG
investment basis. A copy of this agreement is attached.
14) TTI will obtain all necessary Board of Directors and shareholder approvals
for this transaction.
15) Closing of this transaction is expected by June 30, 1999 and this agreement
is valid until August 31, 1999 unless extended in writing by the agreement
of both parties.
16) Both parties agree to sign a confidentiality agreement.
Pat, I believe we have captured all the relevant portions of our agreement. This
will be documented through an investment agreement prior to closing. We will
have our attorney review the transaction for compliance issues and we suggest
you have your attorney do the same. Thank you very much for your commitment, and
we look forward to closing as soon as possible.
Sincerely,
/s/ Charles West /s/ William Tice
- -------------------------- ------------------------
Charles West William Tice
Incoming President and CEO Current President and CEO
Majority Stockholder
Agreed:
/s/ Patrick L. Martin President 4/27/99
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Lanrick Group (LG) Date
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TICE TECHNOLOGY
CAP TABLE
MARCH 99
<TABLE>
<CAPTION>
Fully Diluted Table
3/31/98 % 3/31/99 PF % New Mgt. % New Invest %
------- --- ---------- --- -------- --- ---------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bill Tice:
Common A 5,051,610 64.01% 5,051,610 70.06% 5,051,610 63.94% 5,051,610 50.52%
Common B 750,000 9.50% 750,000 10.40% 750,000 9.49% 750,000 7.50%
Preferred 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Employee Stock Options 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Warrants 0 0.00% 0 0.00% 0 0.00% 0 0.00%
--------------------- -------------------- -------------------- --------------------
5,801,610 73.52% 5,801,610 80.47% 5,801,610 73.44% 5,601,610 58.02%
--------------------- -------------------- --------------------- --------------------
Others
Common A 857,029 10.86% 1,074,029 14.90% 1,074,029 19.60% 1,074,029 10.74%
Common B 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Preferred 0 0.005 0 0.00% 0 0.00% 0 0.00%
Employee Stock Options 234,278 2.97% 234,278 3.25% 234,278 2.97% 234,278 2.34%
Warrants 998,400 12.65% 0 0.00% 0 0.00% 0 0.00%
--------------------- -------------------- ------------------- --------------------
2,089,707 26.48% 1,308,307 18.15% 1,308,307 16.56% 1,308,307 13.08%
--------------------- -------------------- ------------------- --------------------
New Investors
Common A 0 0.00% 0 0.00% 0 0.00% 1,999,997 20.00%
Common B 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Preferred 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Other Options 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Warrants 0 0.00% 0 0.00% 0 0.00% 100,000 1.00%
--------------------- -------------------- ------------------- --------------------
0 0.00% 0 0.00% 0 0.00% 2,099,997 21.00%
--------------------- -------------------- ------------------- --------------------
CRW
Common A 0 0.00% 100,000 1.39% 100,000 1.27% 100,000 1.00%
Common B 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Preferred 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Employee Stock Options 0 0.00% 0 0.00% 690,071 8.74% 690,071 6.90%
Warrants 0 0.00% 0 0.00% 0 0.00% 0 0.00%
--------------------- -------------------- ------------------- --------------------
0 0.00% 100,000 1.39% 790,071 10.00% 790,071 7.90%
--------------------- -------------------- ------------------- --------------------
Total
Common A 5,908,639 74.88% 6,225,639 86.35% 6,225,639 78.81% 8,225,638 82.26%
Common B 750,000 9.50% 750,000 10.40% 750,000 9.49% 750,000 7.50%
Preferred 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Emp/Other Options 234,278 2.97% 234,276 3.25% 924,349 11.70% 924,349 9.24%
Warrants 996,400 12.65% 0 0.00% 0 0.00% 100,000 1.00%
--------------------- -------------------- ------------------- --------------------
Total 7,891,317 100.00% 7,209,917 100.00% 7,699,988 100.00% 9,999,985 100.00%
--------------------- -------------------- ------------------- --------------------
Warrants Outstanding 998,400
Warrants Exercised % 0.00% at $8 per warrant, expire 6/99
Employee Stock Options 225,000 Set aside for future use
Employee Stock Options 9,276 Granted
New Investors 20.00% of fully diluted ownership
Other Options 50,000 Finders Fee Options for BA included in Employee Stock Options
Other Warrants 100,000 for Debt Holders
</TABLE>
