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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 1999
Tice Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-11591 62-1647888
(State of incorporation) (Commission File Number) (IRS Employer
Identification Number)
6711 Maynardville Highway
Knoxville, Tennessee 37918
(423) 925-4501
(Address, zip code and telephone number of principal executive offices)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Change of Control.
On April 30, 1999, Tice Technology, Inc. ("Tice") entered into a binding
letter of intent with The Lanrick Group, Inc. ("LG") under which, in addition to
other requirements, Tice sold a total of 700,000 of its Common Shares, 300,000
shares to Patrick L. Martin, 300,000 to Mike A. Atkins and 100,000 to LandOak
Securities, LLC (who are related investors), for $280,000. The purchasers
indicated that the funds used for the investment were personal funds. Since
these investors are related and together purchased approximately 12% of the
issued and outstanding Common Shares of Tice, the transaction could be
considered to have caused a change of control of the company. However, William
A. Tice continues to own in excess of 80% of the issued and outstanding Common
Shares and all of the Class B Common Shares of the company.
In addition, William A. Tice, the existing control shareholder, agreed to
elect two of LG's nominees to the Board of Directors so long as their investors
own at least 10% of the stock on a fully diluted basis and to elect one nominee
so long as their investors own at least 5% if the stock on a fully diluted
basis or the notes to be issued under the letter of intent (and further
described below) are outstanding. The Board of Director is currently made up of
five directors, but may be expanded to seven with the addition of two outside
directors. Most recently, the Board was set at five members. Sarah Y.
Sheppherd and Karen A. Walton resigned as directors to free up places for the LG
representatvies and Patrick L. Martin and Mike A. Atkins were appointed to the
Board as such representatives. Charles R. West, the new President and Chief
Executive Officer of Tice, was also appointed to the Board. The directors'
resignations were not due to any disagreements. See below for a description of
additional terms of the agreement between Tice and LG.
Item 5. Other Events.
On April 30, 1999, Tice entered into a binding letter of intent with LG.
In addition to the sale of the stock and the agreements relating to the election
of directors described above, LG agreed to use its best efforts through a
private placement under Rule 505 of Regulation D to raise $910,000 for 1,300,000
Common Shares of Tice and to provide loans in total principal amount of
$1,000,000. The loans will be due and payable in 48 months and will bear
interest at a rate of 10%. Interest for the first twelve months will be due at
the end of the first year and will be payable quarterly after the first year.
The loans may be prepaid at any time without a penalty. The loans will be
secured by the company's intellectual property rights, specifically the patents
on the electronic gearing technology. For each $10,000 in loans, the purchasers
of the notes will receive warrants to purchase 1,000 Tice Common Shares which
are exercisable for 48 months from the date of issuance at a price of $0.50 per
share.
Upon the successful completion of the offering, Tice will pay approximately
$190,000 in commissions to LG or others who participate in the offering and are
eligible to receive commissions. LG has the right to demand registration of the
shares issued in connection with the letter of intent in addition to piggyback
registration rights. If the demand right is exercised during the first year, LG
must pay all registration expenses, otherwise the company must pay the expenses.
Tice will
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reimburse LG for up to $10,000 of legal expenses associated with the
transactions described in the letter of intent at closing. Tice will pay a
finders fee equal to 3% of the capital raised. The finder will also receive
options to purchase 50,000 Common Shares at an exercise price of $1.00 per
share. The options will be exercisable for five years from the date of issuance.
In the letter of intent, Tice also agrees to cause Billie Joe Clayton, a
director of the company, to convert $195,300 of notes owed by Tice to him to
equity at the rate of $0.90 per share, and Charles R. West to convert $101,151
of notes owed by Tice to him to equity at the rate $1.00 per share. William A.
Tice has agreed to continue to hold notes payable of the company of
approximately $456,000 which debt will be subordinated to other debt of the
company. No payments will be made on these notes until the loans described above
is repaid in full. Mr. Tice will not receive any payments other than those
outlined in his employment agreement with Tice.
As agreed to in the letter of intent, Charles R. West was appointed
President and Chief Executive Officer of Tice and its subsidiary, Tice
Engineering & Sales, Inc. In connection with the appointment, he entered into an
employment agreement with the company which includes stock options to purchase
up to a total of 10% of Tice on a fully diluted basis (prior to the investment
by LG). One-third of the options will vest one year from the date of issuance
and have an exercise price of $1.00 per share, one-third two years from the date
of issuance with an exercise price of $3.50 per share and one-third three years
from the date of issuance with an exercise price of $7.00 per share. The options
are exercisable for five years from the date of vesting. Mr. West will not
receive any payments other than those outlined in the employment agreement.
On May 10 and 11, 1999, Tice issued press releases announcing the execution
of the letter of intent and related matters described above.
Item 7. Financial Statements and Exhibits.
(c) The following documents are furnished as exhibits to this report:
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<CAPTION>
Exhibit Page
Number Description of Documents Number
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<C> <S> <C>
99(i) Press Release, May 10, 1999, in which Tice announces the
appointment of the President and Chief Executive Officer
99(ii) Press Release, May 11, 1999, in which Tice announces the
letter of intent with The Lanrick Group and the private
placement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Tice Technology, Inc.
Date: May 12, 1999 By: /s/ Charles R. West
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Charles R. West, President
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Exhibit 99(i)
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NEWSRELEASE
For Immediate Release
TICE TECHNOLOGY, INC. ANNOUNCES APPOINTMENT
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OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
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KNOXVILLE, TENNESSEE - (Business Wire) -May 10, 1999 - Tice Technology, Inc.
(OBB: TICE, TICEW) today announced the appointment of Charles R. (Chuck) West as
President and Chief Executive Officer of the Company. Mr. West assumes the role
formerly held by William A. Tice, the Company's majority stockholder and
Chairman of the Board of Directors. Mr. Tice will remain as Chairman and active
in the business and will focus on the Company's product development
opportunities. In addition, Mr. West has been appointed to the Company's Board
of Directors.
"I am excited about the role with Tice Technology and look forward to using my
skills to complement the talented team of individuals at the company" said Mr.
West. "I see several opportunities for growth for the company by utilizing the
company's patented electronic gearing technology, both in new product
applications and in additional licensing arrangements. Our first priority,
however, will be to complete a financing transaction that the company has been
pursuing so that we will have the necessary resources to capitalize on our
opportunities. Once complete, we will immediately shift into an aggressive mode
of marketing the revolutionary new FS-2000 felling machine we have developed.
This machine utilizes our electronic gearing technology and was co-developed
with a major denim apparel manufacturer. I believe these steps will put Tice on
the right path to sales growth and profitability."
Mr. West's background includes a long-term role as President of Master Craft
Boat Company, the world's leading manufacturer of high quality water ski boats.
Under Mr. West's leadership, Master Craft saw significant growth in sales,
earnings and market share. Most recently, Mr. West was Managing Partner of
Venture Alliance, a venture development firm specializing in high technology
business start-ups. Mr. West, age 42, is a Certified Public Accountant with a
strong financial management background.
"We are pleased to have someone with Chuck's talent and extensive manufacturing
experience aboard" said Mr.Tice. "As we focus on marketing and production of
the FS-2000 and other future products, he will be able to bring his expertise to
bear in several critical areas for the company. I am also excited about the
opportunity to focus on our product development needs and spending more time
interfacing with our customers, both of which are areas I consider my strong
suit."
Tice Technology, Inc. provides engineering and technical solutions for
specialized, industrial sewing equipment through its wholly owned subsidiary
Tice Engineering & Sales, Inc. and is widely known in the apparel industry for
its patented electronic gearing technology.
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The statements in this release that are not historical facts are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In addition, words such as "believes",
"anticipates", "expects", and similar expressions are intended to identify
forward looking statements. Such forward looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievement of events of the Company, or events , or
timing of events, relating to the Company to differ materially from any future
results, performance, or achievements of the forward-looking statements. The
Company cannot assure that it will be able to anticipate or respond timely to
the changes which could adversely affect its operating results in one or more
fiscal quarters. Results of operations in any past period should not be
considered indicative of results to be expected in future periods. Fluctuations
in operating results may result in fluctuations in the price of the Company's
securities.
For more information, contact Charles R. West, CEO or Karen Walton, CFO at 423-
925-4501 or fax 423-922-3134.
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Exhibit 99(ii)
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NEWSRELEASE
For Immediate Release
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TICE TECNOLOGY, INC. ANNOUNCES $1.9 MILLION DOLLAR
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PRIVATE PLACEMENT OFERING AND RELATED $280,000 EQUITY
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INVESTMENT
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KNOXVILLE, TENNESSEE - (Business Wire) - May 11, 1999 - Tice Technology, Inc.
(OTC BB: TICE, TICEW) today announced that it had signed a binding letter of
intent with an outside investment group who will, in a best efforts
underwriting, attempt to raise for the Company's use approximately $1.9 million
of new capital through a private placement under rule 505 of Regulation D. This
offering represents a combination of equity and debt, and should provide the
Company with the resources to meet the existing and expected future market
demands for the Company's new FS-2000 felling machine introduced in late 1998.
Also, in a related transaction, a $280,000 investment was received by the
Company on April 30, 1999. The Company expects the offering to be consummated
by June 30, 1999.
Charles West, the Company's new President and CEO, said "These funds have been
anticipated for several months, but we are pleased to be associated with this
new group of investors who recently stepped in and committed to this effort.
They clearly share management's view of the opportunity with the Company's
patented electronic gearing technology and more specifically, the market demand
for the FS-2000 felling machine."
As part of the agreement, the Company will issue 1,300,000 new shares of common
stock and $1,000,000 of notes payable coupled with 100,000 warrants to purchase
common stock, the total representing approximately 21% of the outstanding and
issued common shares of the Company on a fully diluted basis. In addition, two
representatives of the investment group, Patrick L. Martin and Mike A. Atkins,
have been appointed to the Company's Board of Directors. To make positions on
the Board available for Mr. Martin and Mr. Atkins, two current directors, Sarah
Y. Sheppard and Karen A. Walton have tendered their resignation.
The Board of Directors felt the terms of this agreement are very favorable to
the Company and are structured to ideally meet our resource needs. William
Tice, the Company's Chairman, said "Our performance has been limited by a lack
of capital in recent months, but I anticipate rapid improvement this year and
next with the new management and new capital we have brought in. I believe the
Company is well positioned for growth."
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Tice Technology, Inc. provides engineering and technical solutions for
specialized, industrial sewing equipment through its wholly owned subsidiary
Tice Engineering & Sales, Inc. and is widely known in the apparel industry for
its patented electronic gearing technology.
This news release does not constitute and offer to sell or the solicitation of
an offer to buy the securities described. Any offers of the securities will
only be made by means of a private offering memorandum to selected persons. The
securities will not be registered under the Securities Act of 1933, or
applicable state securities laws, and may not be offered or sold absent
registration or qualification under applicable securities laws, or available
exemptions from such registration or qualification requirements.
The statements in this release that are not historical facts are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In addition, words such as "believes",
"anticipates", "expects", and similar expressions are intended to identify
forward looking statements. Such forward looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievement of events of the Company, or events , or
timing of events, relating to the Company to differ materially from any future
results, performance, or achievements of the forward-looking statements. The
Company cannot assure that it will be able to anticipate or respond timely to
the changes which could adversely affect its operating results in one or more
fiscal quarters. Results of operations in any past period should not be
considered indicative of results to be expected in future periods. Fluctuations
in operating results may result in fluctuations in the price of the Company's
securities.
For more information, contact Charles R. West, CEO or Karen Walton, CFO at 423-
925-4501 or fax 423-922-3134.
