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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) NOVEMBER 19, 1999
BOBBY ALLISON WIRELESS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-22251 65-0674664
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(COMMISSION (I.R.S. EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
2055 LAKE AVENUE, S.E., SUITE A, LARGO, FL 33771
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (727) 584-7902
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Page 1 of 14 Pages
Index to Exhibits on Page 3
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ITEM 5. OTHER EVENTS
As previously reported in the Registrant's Form 10-QSB for each of the
quarters ended June 30, 1999 and September 30, 1999, the Registrant has been
negotiating for a $1 million line of credit to fund its planned expansion to be
in addition to the $500,000 line of credit and $350,000 term loan from
SouthTrust Bank.
On November 19, 1999, the Registrant consummated a revolving note loan
from Colonial Bank in the amount of $1 million (the "Loan"). The Loan bears
interest at Colonial Bank's "Base Rate" as determined from time to time
(currently 8.5%) and matures on January 3, 2001 unless further extended by
mutual consent. The Loan has been unconditionally guaranteed by certain
shareholders of the Registrant including James S. Holbrook, Jr., an independent
director of the Company and a material shareholder of the Company, Sterne, Agee
& Leach Group, Inc., a corporation of which Mr. Holbrook is the President and
Chief Executive Officer and also a material shareholder of the Company, and a
trust for the benefit of Mr. Holbrook's independent adult children of which The
Trust Company of Sterne, Agee & Leach, Inc., a subsidiary of Sterne, Agee &
Leach Group, Inc., is a co-trustee ("Guarantors"). As consideration for the
guaranties made by the Guarantors, the Registrant granted the Guarantors, in the
aggregate, the right to purchase, for a period of four (4) years, up to 45,000
shares of the Registrant's common stock at an exercise price of $10.00 per
share. Furthermore, in the event that the Guarantors are required to make
payment against the guaranties, then such Guarantors each have an option,
separate and apart from the warrants, to acquire shares of the Registrant's
common stock equal to the payment made on the guaranty at a price of $10.00 per
share. In the event that the Loan is repaid by the Registrant or the Guarantors
are otherwise released from the guaranties, then such option shall expire but
the warrants shall continue to exist until fully exercised or their expiration
at the end of four (4) years.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS
Not Applicable
(2) EXHIBITS
4.2 Form of Warrant issued to Guarantors
4.3 Form of Option Agreement issued to Guarantors
10.30 Promissory Note of Bobby Allison Wireless Corporation
to Colonial Bank dated November 19, 1999
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.
BOBBY ALLISON WIRELESS CORPORATION
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(Registrant)
Dated: November 30, 1999 /s/ ROBERT L. McGINNIS
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Robert L. McGinnis, Chairman of the Board
and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE
- -------------- ----------- ---------------
4.2 Form of Warrant 4
4.3 Form of Option Agreement 9
10.30 Promissory Note of Bobby Allison 14
Wireless Corporation to Colonial Bank
dated November 19, 1999
3
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EXHIBIT 4.2
COMMON STOCK PURCHASE WARRANT CERTIFICATE
OF
BOBBY ALLISON WIRELESS CORPORATION
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
EXERCISABLE AT ANY TIME DURING A PERIOD OF FOUR YEARS
COMMENCING WITH THE DATE OF ISSUANCE AND ENDING
ON NOVEMBER ___, 2003
NO. CW-1
This Warrant Certificate certifies that _________________ or its
registered assigns, is the registered holder ("Holder") of this Warrant
Certificate of Bobby Allison Wireless Corporation, a Florida corporation (the
"Company"). The Warrant Certificate grants warrants (the "Warrants") to the
Holder that permits the Holder hereof to purchase ________________________
(__________) shares ("Warrant Securities") of common stock, par value $0.01 per
share ("Common Stock"), at an exercise price ("Exercise Price") of United States
Ten Dollars ($10.00) per share of Common Stock, the Warrant Securities and
Exercise Price of which shall be subject to adjustment, if applicable, in
certain events as described below and provided; however, that the number of
Warrant Securities shall be reduced below ________ shares of Common Stock by
subtracting from ___________ that number of shares of Common Stock equal to the
product of the following formula: $__________ minus ___________ of the amount of
dollars received from the sale of Series C Convertible Preferred Stock as of
December 31, 1999 divided by 10 multiplied by .05.
The Warrants evidenced by this Warrant Certificate shall be exercisable
at any time for a period of four (4) years commencing with the date of issuance
and ending at 5:00 p.m. Central Time on November __, 2003. Any exercise of
Warrants shall be effected by surrender of this Warrant Certificate and payment
of the Exercise Price at an office or agency of the Company. Payment of the
Exercise Price shall be made by wire transfer, certified check or official bank
check in New York Clearing House funds payable to the order of the Company.
The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the Warrants, such number of shares of Common Stock as shall,
from time to time, be sufficient therefor. The Company represents that all
shares of Common Stock issuable upon exercise of this Warrant are duly
authorized and, upon receipt by the Company of the full payment of the Exercise
Price, will be validly issued, fully paid, and nonassessable, without any
personal liability attaching to the ownership thereof and will not be issued in
violation of any preemptive or similar rights of shareholders.
In case the Company shall (a) pay a dividend or make a distribution in
shares of its capital stock (whether shares of Common Stock or of capital stock
of any other class), (b) subdivide its outstanding shares of Common Stock into a
greater number of shares, (c) combine its outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of its shares
of Common Stock any shares of capital stock of the Company; then, and in each
such case, the per share Exercise Price and the number of Warrant Securities in
effect immediately prior to such action shall be adjusted so that the Holder of
this Warrant Certificate thereafter upon the exercise hereof shall be entitled
to receive the number and kind of shares of the Company which such Holder would
have owned immediately following such action had the Warrants been exercised
immediately prior thereto. An adjustment made pursuant to this Section shall
become effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. If, as a result of
an adjustment made pursuant to this Section,
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the Holder of this Warrant shall become entitled to receive shares of two or
more classes of capital stock of the Company, the Board of Directors of the
Company (whose determination shall be conclusive) shall determine the allocation
of the adjusted Exercise Price between or among shares of such class of capital
stock.
Immediately upon any adjustment of the Exercise Price, the Company
shall send written notice thereof to the Holder of this Warrant Certificate (by
first class mail, postage prepaid), which notice shall state the Exercise Price
resulting from such adjustment, if any, and any increase or decrease in the
number of Warrant Securities to be acquired upon exercise of the Warrants,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
In case of any reorganization of the Company or consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant providing that the Holder of each warrant then
outstanding or to be outstanding shall have the right thereafter (until the
expiration of such warrant) to receive, upon exercise of such warrant, the kind
and amount of shares of stock and other securities and property as receivable
upon such consolidation or merger by Holder of the number of shares of Warrant
Securities of the Company for which such warrant might have been exercised
immediately prior to such reorganization, consolidation, merger, conveyance,
sale or transfer. Such supplemental Warrant shall provide for adjustments which
shall be identical to the adjustments provided herein and other rights as
provided in this Warrant Certificate. The Company shall not effect any such
consolidation, merger, or similar transaction as contemplated by this paragraph,
unless prior to or simultaneously with the consummation thereof, the successor
corporation (if other than the Company) resulting from such consolidation or
merger or the corporation purchasing, receiving, or leasing such assets or other
appropriate corporation or entity shall assume, by written instrument executed
and delivered to the Holder, the obligation to deliver to the Holder, such
shares of stock, securities, or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase, and to perform the other
obligations of the Company. The above provisions shall similarly apply to
successive consolidations or successively whenever any event listed above shall
occur.
In the event that the Company shall at any time prior to the exercise
of all of the Warrants distribute to its shareholders any assets, property,
rights, evidences of indebtedness, securities (other than a distribution made as
a cash dividend payable out of earnings or out of any earned surplus legally
available for dividends under the laws of the jurisdiction of incorporation of
the Company), whether issued by the Company or by another, the Holder of the
unexercised Warrants shall thereafter be entitled, in addition to the shares of
Warrant Securities or other securities and property receivable upon the exercise
thereof, to receive, upon the exercise of such Warrants, the same property,
assets, rights, evidences of indebtedness, securities or any other thing of
value that they would have been entitled to receive at the time of such
distribution as if the Warrants had been exercised immediately prior to such
distribution. At the time of any such distribution, the Company shall make
appropriate reserves to ensure the timely performance of the provisions of this
subsection or an adjustment to the Exercise Price, which shall be effective as
of the day following the record date for such distribution.
Upon due presentment for registration or transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate without any charge except for any tax or other governmental charge
imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Warrant Certificate, the Company shall forthwith issue to the Holder hereof a
new Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered Holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the Holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
Nothing contained in this Warrant Certificate shall be construed as
conferring upon the Holder of the Warrants the right to vote or to consent or to
receive notice as a shareholder in respect of any meetings of shareholders for
the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to
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the expiration of the Warrants and their exercise, any of the following events
shall occur:
(a) the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling then to receive a
dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of current or
retained earnings, as indicated by the accounting treatment of such
dividend or distribution in the books of the Company; or
(b) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital stock
of the Company, or any option, right or warrant to subscribe therefor;
or
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business as an
entirety shall be proposed;
then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date of the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notices shall
specify such record date or the date of closing the transfer books, as the case
may be. Failure to give such notice or any defect therein shall not affect the
validity of any action taken in connection with the declaration or payment of
any such dividend, or the issuance of any convertible or exchangeable
securities, or subscription rights, options or warrants, or any proposed
dissolution, liquidation, winding up or sale.
This Warrant Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Alabama and for all purposes shall
be construed in accordance with the laws of said State without giving effect to
the rules of said State governing the conflicts of laws. The Company and the
Holder hereby agree that any action, proceeding or claim arising out of, or
relating in any way to, this Warrant Certificate shall be brought and enforced
in a federal or state court of competent jurisdiction with venue only in the
Tenth Judicial Circuit in and for Jefferson County, Alabama or the United States
District Court for the Northern District of Alabama, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company and the
Holder hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient forum. Any such process or summons to be served upon any of the
Company and the Holder (at the option of the party bringing such action,
proceeding or claim) may be served by transmitting a copy thereof, by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at
the address set forth below. Such mailing shall be deemed personal service and
shall be legal and binding upon the party so served in any action, proceeding or
claim.
Any notice to be given or to be served upon any party in connection
with this Warrant Certificate must be in writing and will be deemed to have been
given and received upon confirmed receipt, if sent by facsimile, or two (2) days
after it has been submitted for delivery by Federal Express or an equivalent
carrier, charges prepaid and addressed to the following addresses with a
confirmation of delivery.
If to the Company, to:
Bobby Allison Wireless Corporation
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
Attn.: Robert L. McGinnis, Chairman of the Board
Telephone: (727) 584-7902
Facsimile: (727) 480-8268
With a copy to:
Christopher H. Norman, Esq.
Hines Norman & Associates
Hyde Park Professional Center
315 South Hyde Park Avenue
Tampa, Florida 33606
Telephone: (813) 251-8659
Facsimile: (813) 254-6153
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If to the Purchaser:
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With a copy to:
William K. Holbrook
Ritchie & Rediker, L.L.C.
312 23rd Street North
Birmingham, Alabama 35203
Telephone: (205) 251-1288
Facsimile: (205) 324-7830
Any party may, at any time by giving notice to the other party, designate any
other address in substitution of an address established pursuant to the
foregoing to which such notice will be given.
The Warrants shall inure to the benefit of and be binding upon the
parties hereto, their respective successors and assigns, and no other person
shall have any right or obligation hereunder. Neither the Warrants nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by the Company without the prior written consent of the
Holder which consent shall not be unreasonably withheld, conditioned or delayed
and any assignment in violation hereof shall be void. The Holder, however, may
assign any or all of his, her or its rights and obligations hereunder to any
person, provided that such transfer (i) is made in accordance with the federal
and state securities laws and (ii) such person agrees in writing to be bound by
the terms of the Subscription Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated as of November ___, 1999.
BOBBY ALLISON WIRELESS CORPORATION.
By:
--------------------------------------------
Robert L. McGinnis, Chairman of the Board
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EXHIBIT "A"
FORM OF SUBSCRIPTION (CASH EXERCISE)
(To be signed only upon exercise of Warrant)
TO: Bobby Allison Wireless Corporation
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
The undersigned, the Holder of Warrant Certificate number CW-1 (the
"Warrant"), representing Warrants to purchase shares of Bobby Allison Wireless
Corporation (the "Company"), which Warrant Certificate is being delivered
herewith, hereby irrevocably elects to exercise the purchase right provided by
the Warrant Certificate for, and to purchase thereunder, ___________ shares of
the common stock, par value $0.01 per share, of the Company, and herewith makes
payment of $________ therefor, the Exercise Price, and requests that the
certificates for such securities and a new Warrant Certificate for the balance,
if any, of the Warrants be issued in the name of, and delivered to, ____________
___________________________________________, whose address is __________________
___________________________________________________ , all in accordance with the
Warrant Certificate.
Dated:
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(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate)
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Print Name
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EXHIBIT 4.3
BOBBY ALLISON WIRELESS CORPORATION
STOCK PURCHASE OPTION AGREEMENT
THIS STOCK PURCHASE OPTION AGREEMENT (this "Agreement") is entered into
as of this ___ day of November, 1999, by and between Bobby Allison Wireless
Corporation, a Florida corporation (the "Company"), and ________________________
(the "Optionee").
WHEREAS, the Board of Directors of the Company (the "Board") has
granted the Optionee an option to purchase up to ______ shares of the Company's
common stock, $.01 par value per share, which option shall not vest except and
until the Optionee is required to satisfy that certain guaranty dated November
__, 1999 of up to $________ of that certain promissory note from Colonial Bank
to the Company in the aggregate amount of $1 million dated November __, 1999
("Guaranty"); and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows.
1. GRANT OF PURCHASE OPTION. Subject to the terms, restrictions,
limitations and conditions stated herein and contingent upon the satisfaction by
the Optionee of any part or all of the Guaranty, the Company hereby evidences
its grant to the Optionee of the right and option (the "Option") to purchase all
or any part of the number of shares ("Shares") up to 50,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), but only
such number of whole Shares as is equal to the number obtained from dividing the
dollar amount of the Guaranty satisfied by the Optionee by the Exercise Price
(as defined below). The Option shall expire and shall be of no further force and
effect upon the earlier to occur of the following: (i) that date upon which the
Guaranty expires with no obligation on the part of the Optionee or (ii) that
date which is 120 days following the date upon which the Optionee has fully
satisfied the Optionee's liability on the Guaranty.
2. PURCHASE PRICE. The price per Share to be paid by the Optionee for
the Shares subject to the Option shall be $10.00 per share ("Exercise Price")
which price shall be deemed paid by the Optionee's satisfaction of all or part
of the Guaranty as provided in Section 1 above and the delivery of the Release
(as defined in Section 4 below).
3. VESTING AND EXERCISABILITY. The Option vests and becomes fully
exercisable immediately upon the satisfaction of any part or all of the Guaranty
by the Optionee but only to such extent of the satisfaction of the Guaranty as
provided in Section 1 hereof.
4. NOTICE OF EXERCISE OF OPTION. The Option may be exercised by the
Optionee, or by the Optionee's administrators, executors or legal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule A) signed by the Optionee, or by such
administrators, executors or legal representatives, and delivered or mailed to
the Company as specified in Section 7 hereof to the attention of the President
or such other officer as the Company may designate. Any such notice shall (a)
specify the number of the Shares ("Exercise Shares") of Common Stock which the
Optionee or the Optionee's administrators, executors or legal
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representatives, as the case may be, then elects to purchase hereunder and (b)
be accompanied by a release ("Release") of any claim by the Optionee of debt
owed by the Company to the Optionee arising from the Guaranty in an amount equal
to the number of Exercise Shares multiplied by $10.00/share. Upon receipt of any
such Notice of Exercise and Release, and subject to the terms hereof, the
Company agrees to issue to the Optionee or the Optionee's administrators,
executors or legal representatives, as the case may be, stock certificates for
the Exercise Shares specified in such Notice of Exercise registered in the name
of the person exercising the Option.
5. ANTIDILUTION.
(a) In the event that the outstanding shares of Common Stock
are changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, stock
split or stock dividend, or in the event that any spin-off, split-up, split-off,
or other distribution of assets which materially affects the fair market value
of the Common Stock, the rights of the Optionee concerning the Shares (number of
shares of Common Stock, kind of security if other than Common Stock and the
Exercise Price) under the Option shall be adjusted proportionately by the Board.
(b) If the Company shall be a party to any reorganization in
which it does not survive, involving merger, consolidation, or acquisition of
the stock or substantially all the assets of the Company, the Board, in its
discretion, may:
(i) notwithstanding other provisions hereof, declare
that the Option granted herein shall become exercisable
immediately notwithstanding the provisions of this Agreement
regarding vesting and exercisability and that the Option shall
terminate 30 days after the Board gives written notice of the
immediate right to exercise the Option and of the decision to
terminate the Option not exercised within such 30-day period;
and/or
(ii) notify the Optionee that the Option shall be
assumed by the successor corporation or substituted on an
equitable basis with option issued by such successor
corporation.
(c) If the Company is to be liquidated or dissolved or
otherwise ceases to exist in connection with a reorganization described in
Section 5(b), the provisions of such section shall apply. In all other
instances, the adoption of a plan of dissolution or liquidation of the Company
shall, notwithstanding other provisions hereof, cause the Option to terminate to
the extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the shareholders; PROVIDED THAT, notwithstanding other provisions
hereof, the Board may declare the Option to be exercisable at any time on or
before the fifth business day following such adoption notwithstanding the
provisions of this Agreement regarding exercisability.
(d) The adjustments described in paragraphs (a) through (c) of
this Section 5, and
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the manner of their application, shall be determined by the Board, and any such
adjustment may provide for the elimination of fractional share interests. The
adjustments required under this Section 5 shall apply to any successors of the
Company and shall be made regardless of the number or type of successive events
requiring such adjustments.
6. COMPLIANCE WITH REGULATORY MATTERS. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law, and the Optionee hereby agrees that the Company shall
not be obligated to issue any Shares upon exercise of the Option that would
cause the Company to violate any law or any rule, regulation, order or consent
decree of any regulatory authority (including without limitation the Securities
and Exchange Commission) having jurisdiction over the affairs of the Company.
The Optionee shall provide the Company with such information and representation
as is reasonably requested by the Company or its counsel to determine whether
the issuance of the Exercise Shares complies with the provisions described by
this Section 6, including, without limitation, a representation that the
Optionee shall not sell or otherwise dispose of the Exercise Shares in the
absence of (i) registration of the Exercise Shares under applicable federal and
state securities laws, (ii) the sale of Exercise Shares pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended or (iii) pursuant to an
exemption from such registration.
7. MISCELLANEOUS.
(a) This Agreement shall be binding upon the parties hereto
and their representatives, successors and assigns. Neither the Option nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by the Company without the prior written consent of the
Optionee which consent shall not be unreasonably withheld, conditioned or
delayed and any assignment in violation hereof shall be void. The Optionee,
however, may assign any or all of his, her or its rights and obligations
hereunder to any person, provided that such transfer (i) is made in accordance
with the federal and state securities laws and (ii) such person agrees in
writing to be bound by the terms of the Agreement.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Florida.
(c) Any requests or notices to be given hereunder shall be
deemed given, and any elections or exercises to be made or accomplished shall be
deemed made or accomplished, upon actual delivery thereof to the designated
recipient, or three days after deposit thereof in the United States mail,
certified or registered, return receipt requested and postage prepaid,
addressed, if to the Optionee, at the address set forth below and, if to the
Company, to the executive offices of the Company at 2055 Lake Avenue, S.E.,
Suite A, Largo, Florida 33771.
(d) This Agreement may not be modified except in writing
executed by each of the parties hereto.
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IN WITNESS WHEREOF, the Board has caused this Stock Purchase Option
Agreement to be executed on behalf of the Company and the Company's seal to be
affixed hereto and attested by the Secretary of the Company, and the Optionee
has executed this Stock Option Agreement under seal, all as of the day and year
first above written.
COMPANY:
BOBBY ALLISON WIRELESS CORPORATION
Attest:
By:
- ------------------------------ ----------------------------------
Secretary Name: Robert L. McGinnis
[SEAL] Title: Chairman, Board of Directors
OPTIONEE:
By:
----------------------------------
Name:
Title:
Address:
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SCHEDULE A
TO STOCK PURCHASE OPTION AGREEMENT BETWEEN
BOBBY ALLISON WIRELESS CORPORATION AND
-----------------------------------
Dated: _______ __, _____
NOTICE OF EXERCISE
The undersigned hereby notifies Bobby Allison Wireless
Corporation (the "Company") of this election to exercise the undersigned's stock
purchase option to purchase_____________ shares of the Company's common stock,
par value $.01 per share, pursuant to the Stock Purchase Option Agreement
between the undersigned and the Company dated November __, 1999. Accompanying
this Notice of Exercise is a release of liability addressed to the Company
releasing the Company of any and all debt of the Company to the Optionee arising
from satisfaction of the Guaranty by the Optionee which release is in the amount
of $________________.
IN WITNESS WHEREOF, the undersigned has set his hand and seal,
this __ day of ________________, ______.
OPTIONEE [OR OPTIONEE'S ADMINISTRATOR,
EXECUTOR OR LEGAL REPRESENTATIVE]
--------------------------------------
Name:
Capacity (if other than Optionee):
<PAGE> 1
EXHIBIT 10.30
<TABLE>
<CAPTION>
<S> <C>
COMMERCIAL PROMISSORY NOTE AND SECURITY AGREEMENT
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NAME(S)/ADDRESS(ES) OF BORROWER(S) ("Borrower, I, My or Me") NAME/ADDRESS OF LENDER (CREDITOR) ("Lender, You or Your")
BOBBY ALLISON WIRELESS CORPORATION COLONIAL BANK
2055 LAKE AVENUE S E CORPORATE LENDING
SUITE A P O BOX 1887
LARGO, FL 33771 BIRMINGHAM AL 35203
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NOTE NUMBER TRANSACTION DATE MATURITY DATE OFFICE ACCOUNT # RENEWAL
00000001 NOV. 18, 1999 JAN. 3, 2001 051 8028476243
- ------------------------------------------------------------------------------------------------------------------------------------
For value received, on or before the Maturity Date, the undersigned Borrower
promises to pay the principal amount, together with interest, and any other
charges, including service charges, to the order of the Lender at its office at
the address noted above or holder, all in lawful money of the United States of
America. The undersigned further agrees to the terms below and on page two of
this Note and Security Agreement. Words, numbers or phrases preceded by a [ ] are
applicable only if the [ ] is marked.
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PRINCIPAL AMOUNT One Million And 00/100 Dollars $ 1,000,000.00
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PAYMENT SCHEDULE: [ ] in installments of $ [ ] plus interest [ ] including interest
[X] interest only starting January 2, 2000 and payable [X] monthly. [ ] quarterly.
[ ]
[X] interest, principal and other charges due on Maturity Date.
[ ] other payment schedule:
This loan is subject to [ ] a fixed interest rate of % per annum. [X] a variable simple interest rate, which is
[ ] % greater than: [X] equal to: [ ] % less than: the following index:
Colonial Bank Base Rate
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Initial Variable Simple Present Variable Minimum Interest Rate Maximum Interest Rate Interest Rate Changes Will Occur:
Interest Rate Index Rate
8.500% 8.500% 2.000% 14.500% When Index Changes
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Interest may be calculated on the unpaid balance for the actual days outstanding
on a 365/360 day basis or any other per day basis resulting in a lesser
interest factor.
DEFAULT RATE: If in default the interest rate shall be: [ ] % per annum. [X] % in excess of the index.
LATE CHARGE: If Borrower is more than 9 days late in making any payment, in addition to such payment, Borrower will pay a
late charge of:
[X] the lesser of [ ] the greater of [ ] an amount equal to [X] $ 100.00 or [X] 5.000% of the payment in default.
PAYABLE ON DEMAND: [ ] Payment is due upon demand. [X] Payment is due upon demand, but in any event, not later than Maturity Date.
LINE OF CREDIT: [X] If this Note is not in default, Lender may make advances and readvances (lend and relend) on a continuing
basis up to the Principal Amount.
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This Note is secured by the Security Agreement below and on page two, and is subject to all of the terms thereof, which are
incorporated by reference. Lender may, upon deeming itself insecure, or upon Borrower's default in payment or in the terms of this
or any other agreement Borrower may have with Lender declare the entire unpaid balance due and payable. The Borrower severally
waives demand, notice, and protest and any defense due to extensions of time or other indulgence by Lender or to any substitution of
collateral. If the interest rate on this Note is tied to an index stated above, that index is used solely to establish a base from
which the actual rate of interest payable under this Note will be figured, and is not a reference to any actual rate of interest
charged by any lender to any particular borrower. If the interest rate varies in accordance with a selected index, if that index
ceases to exist, Lender may substitute a similar index which will become the index. If there is a Default Rate shown above, it may
be applied to all periods of time in which a default exists. If this Note is payable in installments, each installment payment will
be due on the same day of the installment period as the day upon which payments commence unless otherwise specified. Failure to pay
this Note according to the specified terms shall constitute a default. If permitted by law and at Lender's option, interest up to
the highest rate permitted by law may be assessed on any interest which is past due as the result of any payment not being paid when
due. Lender shall have the right to hold or apply its own indebtedness or liability to Borrower in payment of, or to provide
collateral security for the payment of this Note either prior to or after the Maturity Date. If legal proceedings are instituted to
enforce the terms of this Note, Borrower agrees to pay all costs of the Lender in connection therewith, including reasonable
attorney fees.
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[X] ADDITIONAL NOTE PROVISIONS:
$100 DOCUMENTATION FEE - PAID IN CASH
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1. SECURITY INTEREST GRANT -- The Borrower, in consideration of its liabilities, as hereinafter defined, hereby agrees to all of the
terms of this Agreement and further hereby specifically grants the Lender a continuing security interest in the collateral shown in
the boxes checked below (and described in the paragraph below) including the proceeds thereof and proceeds of hazard insurance and
eminent domain or condemnation awards involving the collateral, and including the products of the collateral or accessions to such
collateral, to secure the payment of all loans, advances, and extensions of credit from the Lender to the Borrower, including all
renewals and extensions thereof and any and all obligations of every kind whatsoever, whether heretofore, now, or hereafter existing
or arising between the Lender and the Borrower and howsoever incurred or evidenced, whether primary, secondary, contingent, or
otherwise. The grant of security interest herein shall apply to all obligations, whether they arise hereunder, under any other
mortgage, security agreement, note, lease, instrument, contract, document or other similar writing heretofore, now or hereafter
executed by the Borrower to Lender, including oral agreements and obligations arising by operation of law. The foregoing obligations
shall be hereafter collectively called the "Liabilities" and shall also include all interest, costs, expenses, and attorney fees
accruing to or incurred by the Lender in collecting the Liabilities or in the protection, maintenance, or liquidation of the
Collateral.
2. DESCRIPTION OF COLLATERAL -- The "Collateral" covered by this Agreement is all of the Borrower's property described below, with
regard to which a mark has been placed in the applicable box, which the Borrower now owns or may hereafter acquire or create and
which may include, but shall not be limited to, any items listed on any schedule or list attached hereto:
[ ] ALL ASSETS -- "All Assets" of the Borrower shall include all of the tangible and intangible property of the Borrower of
whatsoever nature now owned or hereafter acquired by the Borrower, including, but no limited to, accounts, inventory, equipment,
and instruments as defined herein.
[X] ACCOUNTS -- "Accounts" shall consist of accounts, documents, chattel paper, instruments, contract rights, general intangibles,
and choses in action, including any right to any refund of taxes paid before or after this Agreement to any governmental entity
(hereinafter individually and collectively referred to as "Accounts").
[X] INVENTORY -- "Inventory" shall consist of all inventory and goods now or hereafter acquired or owned, including, but not limited
to, raw materials, work in process, finished goods, tangible property, stock in trade, wares and merchandise used in or sold in
the ordinary course of the Borrower's business, including goods whose sale, lease or other disposition by the Borrower has given
rise to any accounts and any goods which may have been returned to or repossessed or stopped in transit by the Borrower.
[ ] EQUIPMENT -- "Equipment" shall consist of all equipment and fixtures, including all machinery, furnishings, furniture, vehicles
(together with all accessions, parts, attachments, accessories, tools, and
dies, or appurtenances thereto or intended for use in connection therewith),
and all substitutions, betterments, and replacements thereof and additions
thereto.
[ ] INSTRUMENTS -- "Instruments" means any negotiable instrument as defined in Article 3, Section 104 of the Uniform Commercial
Code, any security which is defined in Article 8, Section 102, of the Uniform Commercial Code, or any other writing which
evidences a right of payment of money (and is not itself a security agreement or lease) and is of a type which is, in the
ordinary course of business, transferred by delivery with a necessary endorsement or assignment.
[ ] SPECIFIC -- "Specific" refers to the specific property, together with all related rights, shown below.
[ ] The term Liabilities is limited to the extension of credit Lender is providing Borrower, the proceeds of which are to
purchase the specific property shown below, including any extensions or renewals thereof; plus related interest, costs,
expenses and attorney fees as called for in provision 1, debt unrelated to purchase proceeds being excluded regardless of
words to the contrary in provision 1.
3. SPECIFIC PROVISIONS -- the properties and interest in properties described below and also checked in the appropriate boxes above
are sometimes hereinafter individually and collectively referred to as the "Collateral." If no box is checked, it is specifically
understood and acknowledged by the Borrower that it is the intent of the Borrower to grant the Lender a security interest in "All
Assets" as defined above.
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SPECIFIC COLLATERAL/SPECIAL SECURITY AGREEMENT PROVISIONS (If Collateral includes fixtures, describe the real estate):
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The Borrower acknowledges that this is the entire Agreement between the parties, except to the extent that writings signed by the
party to be charged are specifically incorporated herein by reference either in this Agreement or in such writings, and acknowledges
receipt of a true and complete copy of this Agreement. Further paragraphs of this Security Agreement are set forth on page two
hereof. The Borrower expressly agrees to all of the provisions hereof and signifies assent thereto by the signature below.
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IN WITNESS WHEREOF, the Borrower has executed this Note and Security Agreement on the date and year shown below.
By X /s/ Robert L. McGinnis 11/17/99 By X
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BOBBY ALLISON WIRELESS CORPORATION Date
Its Its
By X By X
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Date
Its Its
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