FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TAMPA BAY CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 88-0225593
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 E. TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 778-7810
--------------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered pursuant to Section 12(g) of the Act:
10,580,793 Shares of the Common Stock of the Corporation, Par Value
$0.001
3,500,000 Options of the Common Stock of the Corporation, Par Value
$0.001
<PAGE>
TABLE OF CONTENTS
Page
COVER PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
TABLE OF CONTENTS. . . . . . . . . . . . . . . . . . . . . . . . . 2
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . 3
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . 7
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS . . . 8
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . .10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . .11
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . .11
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS. . . . . . .12
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . .12
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS . . . . .12
RECENT SALES OF UNREGISTERED SECURITIES. . . . . . . . .12
INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . .13
PART F/S . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
INDEX TO EXHIBITS. . . . . . . . . . . . . . . . . . . .13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . F-1
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
2
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PART I
The issuer has elected to follow Disclosure Alternative 3 using Form
10-SB.
Item 1. DESCRIPTION OF BUSINESS
Tampa Bay Corporation ("Company" or "Tampa Bay") was incorporated
under the laws of the State of Nevada on March 18, 1987. From that time
until late 1995 the Company existed solely as a developmental stage entity.
The Company now acts as a holding company for its three wholly owned
subsidiaries: Sun Broadcasting Systems, Inc. ("Sun"), Reality Entertainment
("Reality") and DataPort Technologies, Inc. ("DataPort"). In addition, the
Company owns a 1/3 interest in Tampa Sun, Inc. ("Tampa Sun").
On October 4, 1995, the Company incorporated Tampa Sun, a Nevada
corporation, as a wholly owned subsidiary, for the sole purpose of its
involvement in a joint venture with Sun, then independently owned, which
involved producing, marketing and distributing CD-ROM products ("Joint
Venture"). Equity Investors, Inc. ("Equity"), a shareholder of Tampa Bay,
contributed $100,000 for ownership in the Joint Venture and/or Tampa Sun.
The Company effectuated a reorganization on December 4, 1995 authorizing
the transaction, to a one-third interest in both the joint venture and Sun,
thereby providing Equity with the other two-thirds ownership interest.
On November 6, 1995 the Company incorporated Lifeline, Inc. in the
state of Nevada, as a wholly owned subsidiary and incorporated Axion
Corporation as a Nevada corporation January 2, 1996, as a wholly owned
subsidiary. The Company has not developed these interests and all
interests in the subsidiaries have been transferred to Natures Secret, Inc.
with the Company retaining a 2% royalty based on the sale of products.
On October 3, 1995, offered for sale a Private Placement Memorandum in
reliance on Regulation D, Rule 504 for 4,000,000 shares of the common stock
of the Company for $0.05 per share. A Form D was filed with the
Securities and Exchange Commission to establish the claiming of an
exemption to registration for the sale of securities pursuant to Rule 504.
All shares of this offering were sold and the Offering was closed on April
20, 1996.
On November 29, 1995, the Company amended its Articles of
Incorporation to authorize 50,000,000 shares of $0.001 par value Common
Stock and 5,000,000 shares of $0.25 par value Preferred Stock.
At a meeting of the Board of Directors on December 4, 1995, a
resolution was passed ratifying the reduction of the Company's ownership
in its wholly-owned subsidiary, Tampa Sun, to a one-third interest and
providing Equity with a two-thirds ownership interest as Equity had
previously paid Tampa Sun $100,000 to allow Tampa Sun to participate in the
Joint Venture with
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Sun. The Joint Venture was dissolved by the acquisition of Sun as a
wholly-owned subsidiary of Tampa Bay. Equity's prior contribution was
acknowledged as payment for its two-thirds interest in Tampa Sun by the
Board of Directors. At the same Board of Directors meeting, a resolution
was passed authorizing the acquisition of Sun by issuing 2,000,000 common
shares of Tampa Bay to Gregory McDonald, the founder and sole owner of the
shares of Sun, and paying $1,500,000 cash to Gregory McDonald over a twelve
month period. These shares have all been issued and the payment plan was
modified to provide for a modification of the terms of the original
agreement with Gregory McDonald. The terms were modified to provide for
the payment to Mr. McDonald of interests in real property and promissory
notes guaranteed by Omni Trust in exchange for shares of the Company's
common stock being issued to the Omni Trust.
On February 23, 1996 the Company approved the signing of a purchase
agreement with Reality Entertainment. On March 14, 1996, the Company
incorporated Reality Entertainment ("Reality"), a Nevada corporation, as a
wholly owned subsidiary. Reality is a new record company involved with
the production of the Heritage Record Catalog. It produces records under
the label "Reality Records."
The Company incorporated DataPort Technologies, Inc. ("DataPort"), a
Nevada corporation, as a wholly owned subsidiary on June 7, 1996. DataPort
is headed up by Michael Simmons, a high profile, eighteen year old "whiz
kid" who designed the first Internet application known to the consumer on-
line service industry in 1991.
On March 14, 1996, a Private Placement Memorandum relying on
Regulation D, Rule 504 was issued offering 533,333 shares at $1.50 per
share for a total of $799,999.50. This offering was completed and the
funds were used to fund the subsidiaries of Tampa Bay (Sun, Reality, and
DataPort ) and for working capital.
On January 15, 1996, a Private Placement Memorandum relying on
Regulation D, Rule 506 was issued offering 1,700,000 shares at $1.00 per
share for a total of $1,700,000. This offering is still on-going and will
be used for the Company's subsidiaries and for working capital.
A joint venture between the Company and Phoenix Productions/New
Domains is currently in the developmental stage. Tentative plans include
the airing of Wallstreet News Network beginning September 30, 1996.
Phoenix Productions will own all leads from the program and receive all
revenue generated, including commercial revenue. It will also pay all
bills in relation to the shows. Services and facilities will be provided
by Sun Studios, owned by Tampa's subsidiary Sun Broadcasting, in exchange
for a yet-to-be-determined fee. Revenues received by Phoenix will be
divided with 70% going to Tampa Bay and 30% to Phoenix.
A second joint venture is currently in development between Tampa Bay
and Annette and Scott David to develop segments entitled Annette and
WebWired on the Net TV show.
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At a Board Meeting on September 5, 1996 the Directors approved the
finalization of the purchase of Sun and the agreement between Tampa Bay,
Greg McDonald and the One Omni Trust subject to the final execution of the
escrow and security documents.
As of September 19, 1996 there were 10,580,793 outstanding shares of
Tampa Bay common stock.
Other than the officers and directors listed below, the Company has no
employees.
SUBSIDIARIES
Sun Broadcasting Systems, Inc. ("Sun") was incorporated in the State
of California on December 22, 1992 and was acquired by the Company on
December 4, 1995 in exchange for 2,000,00 shares of stock and $1.5 million.
Sun owns Sun Studios, a television center and recording studio located in
Palm Springs, California. Sun Studios offers a layout and design which
includes a 13,000 square foot facility with a live concert venue and
seating for more than 400 people, as well as a sound-proofed, full-service
restaurant and bar overlooking the stage. Sun Studios is broadcast ready
and has produced a number of television programs, including The Morton
Downey, Jr. Show, The Laugh Show and Party in Progress, as well as
commercials and infomercials. The recording studio as produced live and
studio albums and owns the rights to more than three thousand song titles,
including the works of artists such as Ricky Nelson, Fats Domino, Roy
Orbison, The Temptations and The Mamas and The Papas. Sun Studios has
eight employees, all of whom are full time.
On March 14, 1996 the Company agreed to acquire Reality Entertainment
("Reality") a Nevada corporation. The Company has no copyrights or
agreements in place at this time. The Company has its offices on the
grounds of Sun Studios, which it subleases for no monthly rent, and
consists of 2 employees, both of whom are full-time.
DataPort Technologies, Inc. ("DataPort") was incorporated in the State
of Nevada on June 7, 1996 and also has offices on the grounds of Sun
Studios in Palm Springs, California. DataPort has three employees, one of
whom is full time.
Attempted arrangements with Krystal Klear, Inc. and Desert Health
Products, Inc. both in October of 1995 were abandoned due to non
performance of Krystal Klear and Desert Health and all shares issued for
these transactions returned
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against the
Corporation or any of its subsidiaries.
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ITEM 3. DESCRIPTION OF PROPERTY
The Company maintains its office space at Sun Studios, its
subsidiary's television broadcasting and recording studio. Sun Studios is
a multi-dimensional audio and video production facility located in the city
of Palm Springs, California. The facility houses a production-ready sound
stage, a 24-track digital recording studio and fully-equipped video editing
bays for both on- and off-line analog and digital editing. Sun Broadcasting
entered into a lease agreement with Sumitomo Bank of California dated March
1, 1995, whereby the Company has a five year lease on the property with a
ten year renewal option and monthly rental payments of $11,700. Sun
Broadcasting makes office space available to DataPort Technologies and
Reality Entertainment for no charge. There is no written agreement between
Sun Broadcasting and either company regarding the use of the office space.
All equipment involved with the production of the audio and video
programs is owned by the Company as detailed in the financial statements.
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Item 4. Security Ownership of Certain Beneficial Owners and Management
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
CLASS BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS
------- ------------------- -------------------- ---------
Preferred Equity Investors, Inc. 10,000 100%
4530 North 40th Street
Phoenix, Arizona 85018
Common Equity Investors, Inc. 1,236,310 12%
4530 North 40th Street
Phoenix, Arizona 85018
Common Greg McDonald 2,000,000 19%
1000 East Tahquitz Canyon Way
Palm Springs, California 92262
Common NOIR Intertrade 600,000 5.67%
P.O. Box 850048
Panama, 5 Panama
Common Russ Regan 460,000<F1> 4.35%
Reality Entertainment
1000 East Tahquitz Canyon Way
Palm Springs, California 92262
Common Michael Simmons 510,000<F2> 4.82%
DataPort Technologies, Inc.
1000 East Tahquitz Canyon Way
Palm Springs, California 92262
____________________
<F1> Russ Regan has an option for an additional 1,000,000 Shares
contingent upon satisfaction of a Performance Agreement.
<F2> Michael Simmons has options for up to 2,500,000 Shares contingent
upon ceratin performance criteria.
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Common Gray Frederickson 10,000 1%
Tampa Bay Corporation
1000 East Tahquitz Canyon Way
Palm Springs, California 92262
Common George Jouflas 10,000 1%
Tampa Bay Corporation
100 East Tahquitz Canyon Way
Palm Springs, California 92262
Common Jeffrey Taylor 10,000 1%
Tampa Bay Corporation
1000 East Tahquitz Canyon Way
Palm Springs, California 92262
Common John Hyde 10,000 1%
Tampa Bay Corporation
1000 East Tahquitz Canyon Way
Palm Springs, California 92262
Common Directors and Officers as
a Group 3,000,000 31.17%
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
TAMPA BAY
Harold Rustigian (aka Russ Regan) (Age 62). CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD; PRESIDENT OF REALITY ENTERTAINMENT. Russ Regan has
had more than thirty-five years of experience in the entertainment
business. His career accomplishments include signing such music veterans
as Elton John, Neil Diamond, Barry White, The Beach Boys and Olivia Newton-
John. He has been the President of 20th Century Fox Records, Senior Vice
President of MCA Records and Senior Vice President of Polygram Records. He
was also the President of the Creative Division of Motown Records. Mr.
Regan estimates that he has been involved in more than $1 billion in
records sales with artists worldwide.
George Jouflas (Age 72). PRESIDENT AND DIRECTOR. George Jouflas graduated
from the University of Utah in 1950. He worked for Strevell Patterson
Finance from 1950 to 1952, for Empire Securities
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from 1952 to 1957 and for Xerox from 1957 to 1961. Mr. Jouflas also
dedicated nearly twenty-eight years to the real estate industry before
serving as Senior Loan Officer for Anchor Equities from 1981 to 1989.
Since 1989, Mr. Jouflas has been involved in insurance and real estate,
specializing in estate planning.
Gregory McDonald (Age 47). DIRECTOR, PRESIDENT OF SUN BROADCASTING. Mr.
McDonald began his career working with Elvis Presley and Col. Tom Parker.
He has worked as the personal manager for musician including Ricky Nelson,
Joe Cocker, Leon Russell and the Spiral Staircase.
Michael Simmons (Age 18). DIRECTOR; PRESIDENT OF DATAPORT TECHNOLOGIES.
Michael Simmons has been involved in the telecommunications, Internet and
computer industries for the past seven years. In 1991, Simmons, whose
earlier career had focused on Bulletin Board Systems, began focusing on the
Internet. A team of programming engineers, headed by Simmons, designed the
first application known to consumer on-line services designed to integrate
Internet electronic mail and news groups into an on-line service, which
enabled thousands to communicate via the Internet. In 1993, Simmons, with
more than eighteen months of design, development and coding, created the
Internet Executive, which enabled his on-line service to offer full
Internet access, including the World Wide Web, Telnet and FTP. Simmons has
enjoyed top honors for his achievements and has been featured in more than
1,000 articles worldwide, including THE NEW YORK TIMES and ENTREPRENEUR
MAGAZINE.
Doug Swartz (Age 51). TREASURER AND CHIEF FINANCIAL OFFICER. Mr. Swartz
received his Bachelor of Science in Accounting from the University of
Southern California in 1966. In 1969, he received his Masters Degree in
Finance and earned his C.P.A. certificate. Mr. Swartz has over twenty-five
years of financial experience. He has served as the CFO for La Buick Media
and Silver Eagle Records from 1984 to 1992. He has also served as
Treasurer of International Industries, Inc. for six years. In 1996, he
established a successful accounting practice specializing in tax matters.
Gray Frederickson (Age 58). SECRETARY AND DIRECTOR. Mr. Frederickson
began his career working on films as a production manager. As producer, he
has worked with director Francis Ford Coppola on APOCALYPSE NOW, THE
GODFATHER PARTS II AND III, THE OUTSIDERS and ONE FROM THE HEART, and on
other films.
Jeffrey Taylor (Age 34). DIRECTOR. Jeffrey Taylor has been the Owner of
Digital Ink, a graphic design firm, since 1988. Prior to this venture, he
was a licensed stock broker working at Toluca Lake Securities in Toluca
Lake, California from 1986 to 1988. In addition, Mr. Taylor worked at
Hamilton Bonner Securities in Denver, Colorado from 1985 until 1986.
John Hyde (Age 60). DIRECTOR. John Hyde has thirty-three years of
experience in various executive, financial and distribution capacities in
the entertainment industry. During the 1980s, Hyde was co-owner of
Producers Sales Organization (PSO), one of the leading entertainment sales
agencies at the time. He produced films such as SHORT CIRCUIT, FLIGHT OF
THE NAVIGATOR, EIGHT MILLION WAYS TO DIE, 9-1/2 WEEKS, THE CLAN OF THE CAVE
BEAR and the award winning DAS BOOT. Since 1986, Hyde has been actively
involved in the production, distribution, consulting and restructuring of
financially
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troubled entertainment companies. Currently, he is serving as Chief
Exective Officer of Crossroads V Communications.
SUN BROADCASTING SYSTEMS, INC.
Gregory McDonald (Age 47). PRESIDENT AND CHAIRMAN OF THE BOARD. See
biography under Tampa Bay above.
REALITY ENTERTAINMENT
Harold Rustigian (aka Russ Regan) (Age 62). PRESIDENT AND CHAIRMAN OF THE
BOARD. See biography under Tampa Bay above.
Sheryl Rustigian (Age 41). SECRETARY AND DIRECTOR. Ms. Rustigian was the
Director and Manager of the Fourteenth Street Gallery in Santa Monica,
California from 1984 to 1991. She also worked as an associate at Gallery
Michael in Century City, California from 1980 to 1984. Prior to that, Ms.
Rustigian worked in the Set Decoration department at Universal Studios.
DATAPORT TECHNOLOGIES, INC.
Michael Simmons (Age 18). PRESIDENT AND CHAIRMAN OF THE BOARD. See
biography under Tampa Bay above.
Andrew Croson (Age 35). SECRETARY AND DIRECTOR. Mr. Croson holds a
Bachelors of Business Administration from Monmouth College with a major in
Finance and Banking and a minor in Psychology. Mr. Croson has owned and
managed tanning salons and modeling agencies in south Florida from 1985
until 1992. He has also worked as a Loan Officer with CitiBank in Fort
Lauderdale, Florida.
Doug Swartz (Age 51). TREASURER. See biography under Tampa Bay above.
ITEM 6. EXECUTIVE COMPENSATION
At the present time, no Officer or Director of Tampa Bay earns a
salary. Each Director may earn up to 10,000 Shares per year for serving on
the Board of Directors. Russ Regan has been issued 500,000 Restricted
Shares for his involvement in bringing Reality Entertainment to the
Company.
SUBSIDIARIES
Sun has a two-year contract with Greg McDonald beginning in December
1995. Under the terms of this contract, Mr. McDonald receives a yearly
salary of $200,000 and the possibility of
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bonuses and raises if approved by the Board. No other officer or director
of Sun receives a salary or has been issued shares of the Company.
Reality has an Employee contract with Russ Regan (a.k.a. Harold
Rustigian), wherein Reality agrees to employ Mr. Regan for a period of
three years beginning July 22, 1996 and ending July 22, 1999 for a yearly
salary of $175,000 per year plus a car allowance of $1,000 per month, as
well as agreeing to pay for the Group Insurance for Mr. Regan when it
become available. Mr. Regan also has been granted stock options of up to
1,000,000 shares and pay raise incentives based on sales figures exceeding
$5 million and $10 million, respectively.
DataPort has a seven year employment contract with its president,
Michael Simmons. Under this contract, Mr. Simmons receives a yearly salary
of $120,000. He has also been granted options for up to 2,500,000 shares
contingent upon certain performance criteria. No other Officer or
Director of DataPort receives a salary or has been issued shares in the
Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gregory McDonald, Director of Tampa Bay and President of Sun, entered
into a joint venture agreement with Tampa Sun. This agreement was later
dissolved when Sun was purchased as a wholly owned subsidiary or Tampa Bay.
Gregory McDonald was also a party to this transaction in which Tampa Bay
purchased Sun.
Equity, beneficial owner of more than five percent of a class of Tampa
Bay stock, contributed $100,000 to Tampa Sun, wholly owned by Tampa Bay at
the time, for a two-thirds ownership interest in Tampa Sun.
ITEM 8. DESCRIPTION OF SECURITIES
The Company is not offering securities. The company has 50,000,000
authorized and 10,580,793 outstanding $0.001 par value common shares,
5,000,000 authorized and 10,000 outstanding $0.25 par value preferred
shares and 3,500,000 outstanding options for common shares.
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER STOCKHOLDER MATTERS
The Company's stock trades over the counter on the NASDAQ Bulletin
Board. The trading symbol is TBCR. The following have been the average
High and Low prices for the times indicated:
High Low
---- ---
Quarter ended December 31, 1995 $4.25 $1.75
Quarter ended March 31, 1996 $2.75 $1.50
Quarter ended June 30, 1996 $3.25 $1.75
July 1, 1996 to September 1, 1996 $3.62 $2.01
These over-the-counter quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.
As of September 1, 1996 there were 97 registered shareholders in the
Company. To the best of the Company's knowledge, all of these people were
accredited investors. There are no dividend restrictions in the Company.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against the
Corporation.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The registrant has not changed accountants or had any disagreements
with its accountants during the past three years.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On October 3, 1995, the Company offered for sale a Private Placement
Memorandum in reliance on Regulation D, Rule 504 for 4,000,000 shares of
the common stock of the Company for $0.05 per share. A Form D was filed
with the Securities and Exchange Commission to establish the claiming of an
exemption to registration for the sale of securities pursuant to Rule 504.
All shares of this offering were sold and the Offering was closed on April
20, 1996.
On March 14, 1996, a Private Placement Memorandum relying on
Regulation D, Rule 504 was issued offering 533,333 shares at $1.50 per
share for a total of $799,999.50. This offering was completed and the
funds were used to fund the subsidiaries of Tampa Bay (Sun, Reality, and
DataPort ) and for working capital.
12
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On January 15, 1996, a Private Placement Memorandum relying on
Regulation D, Rule 506 was issued offering 1,700,000 shares at $1.00 per
share for a total of $1,700,000. This offering is still on-going and will
be used for the Company's subsidiaries and for working capital.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
There are no indemnifications of the officers and the directors of the
Company in place other than those provided for under the state statutes of
the states of incorporation.
PART F/S
FINANCIAL STATEMENTS
The Company's audited Financial Statements are attached hereto.
PART III
INDEX TO EXHIBITS
PAGE
Exhibit A: Articles of Incorporation, including Amendments, E-2
for Tampa Bay and Subsidiaries
Exhibit B: Bylaws E-18
Exhibit C: Private Placement Memorandum of 10/3/95 E-40
Exhibit D: Stock Certificate for 5,000 shares of Tampa Sun, Inc. E-56
Exhibit E: Board Meeting Minutes of 9/20/95: formation
of Tampa Sun E-58
Exhibit F: Board Meeting Minutes of 10/31/95: Cancellation E-62
of Krystal Kleer and Desert Health Products
Acquisitions
Exhibit G: Board Meeting Minutes of 12/4/95: Acquisition E-68
of Sun Broadcasting, Inc.
Exhibit H: Sun Acquisition Documents E-72
Agreement and Plan of Reorganization and Exhibits
Amendments to Agreement and Plan of Reorganization
Asset Purchase Agreement
Consent to Extension of Payment
Escrow Agreement
Executive Employment Agreement
Letter of Intent
Non-Exclusive Phonograph Record License Agreement
Exhibit I: Promissory Note between Tampa Bay and Equity E-208
of 1/15/96
Exhibit J: Private Placement Memorandum of 1/15/96 E-212
Exhibit K: Meeting Minutes of 2/23/96: Transfer of Lifeline E-229
and Axion and Purchase of Reality Entertainment
Exhibit L: Private Placement Memorandum of 3/14/96 E-233
Exhibit M: Promissory Note between Tampa Bay and Equity
of 6/1/96 E-261
Exhibit N: Meeting Minutes of 9/5/96: Joint Venture between E-264
Tampa Bay and Phoenix Productions
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FINANCIAL STATEMENTS
<PAGE>
TAMPA BAY CORPORATION
AND SUBSIDIARIES
Phoenix, Arizona
AUDIT REPORT
MAY 31, 1996 AND
DECEMBER 31, 1995
F-2
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CONTENTS
Independent Auditor's Report - - - - - - - - - - - - - 1
Consolidated Balance Sheets at May 31, 1996
and December 31, 1995 - - - - - - - - - - - - - - - 2-3
Consolidated Statements of Operations for the year
ended May 31, 1996 and December 31, 1995 and 1994 - 4
Consolidated Statements of Stockholders' Equity for
year ended May 31, 1996 - - - - - - - - - - - - - - 5-6
Consolidated Statement of Cash Flows for the year
ended March 31, 1996 and December 31, 1995
and 1994 - - - - - - - - - - - - - - - - - - - - - 7-8
Notes to Consolidated Financial Statements- - - - - - - 9-15
All schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or notes
thereto.
F-3
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WILLIAM L. CLANCY
CERTIFIED PUBLIC ACCOUNTANTS
CENTRAL PLAZA
SUITE 890
4041 NORTH CENTRAL AVENUE (602) 266-2646
P.O. BOX 16627 (85011-6627) Fax: (602) 266-2402
PHOENIX, ARIZONA 85012
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Tampa Bay Corporation
Phoenix, Arizona
I have audited the accompanying consolidated balance sheets of Tampa Bay
Corporation and Subsidiaries (the Company), as of May 31, 1996, and
December 31, 1995 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my
audit of the financial statements provides a reasonable basis for my
opinion.
In my opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at May 31, 1996,
and December 31, 1995 and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
/s/ William L. Clancy
William L. Clancy, CPA
Phoenix, Arizona
July 8, 1996
F-4
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TAMPA BAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31, 1996 and December 31, 1995
ASSETS
1996 1995
Current Assets
Cash and Cash Equivalents (Note 2) $ 15,275 $ 63,684
Accounts Receivable 5,530 2,739
---------- ----------
Total Current Assets 20,805 66,423
Property and Equipment, at Cost
(Note 2)
Furniture and Equipment 3,849,714 3,800,000
Less Accumulated Depreciation ( 271,428) ( 45,248)
----------- ----------
Net Book Value 3,578,286 3,754,752
Other Assets
Investment - Tampa Sun, Inc.
(Note 3) 100,000 100,000
Deferred Charges (Note 2) 66,666 183,334
Goodwill - Net of Amortization
(Note 2) 360,606 375,411
Other Assets 251 40,000
---------- ----------
Total Other Assets 527,523 698,745
---------- ----------
Total Assets $4,126,614 $4,519,920
========== ==========
The accompanying notes are an integral part of the
consolidated financial statements.
F-5
<PAGE>
TAMPA BAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31, 1996 and December 31, 1996
LIABILITIES AND STOCKHOLDERS' EQUITY
1996 1995
Current Liabilities
Accounts Payable $ 88,860 $ 21,523
Accrued Liabilities 4,941 199,010
Notes Payable (Note 7) 15,220 58,411
Notes Payable - Related Parties
(Note 4 & 7) 1,417,512 1,419,950
----------- ----------
Total Current Liabilities 1,526,533 1,698,894
Commitments & Contingencies (Note 5)
Stockholders' Equity (Notes 1)
Preferred Stock, Par value $.25
Per Share Authorized 5,000,000 Shares,
Issued and Outstanding 40,000 Shares
in 1996 and 40,000 Shares in 1995 10,000 10,000
Common Stock, Par Value $.001 Per Share,
Authorized 50,000,000 shares;
Issued and Outstanding 9,282,100
Shares in 1995 and 8,907,100 Shares
in 1995 9,282 8,907
Paid In Capital 4,432,198 2,977,323
Retained Earnings - A Deficit ( 791,399) ( 175,204)
Treasury Stock, At Cost (500,000
Shares in 1996 and 0 Shares in
1995) (Note 1) (1,060,000) ( 0)
---------- -----------
Total Stockholders' Equity 2,600,081 2,821,026
----------- -----------
Total Liabilities and
Stockholders' Equity $4,126,614 $4,519,920
========== ==========
The accompanying notes are an integral part of the
consolidated financial statements.
F-6
<PAGE>
TAMPA BAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended May 31, 1996,
December 31, 1995 and 1994
1996 1995 1994
Income
Sales $ 199,780 $ 85,718 $ 0
---------- ----------- ----------
Total Income 199,780 85,718 0
Selling, General and
Administrative Expenses 755,976 239,325 5,825
Other Income (Expenses)
Interest Income 0 2,060 0
Loss on Write Down of Asset ( 39,999) 0 0
---------- ---------- ----------
(Loss) Before Income Taxes $(616,195) $(151,547) $ ( 5,825)
Provision for Income Taxes
(Note 2) 0 0 0
---------- ---------- ----------
Net (Loss) $( 616,195) $( 151,547) $ ( 5,825)
========== ========== ==========
(Loss) Per Common and Common
Share Equivalent (Note 2)
Continuing Operations $ (.08) $ (.00) $ (.07)
========== ========== ==========
The accompanying notes are an integral part of the
consolidated financial statements.
F-7
<PAGE>
Paid-In Accumulated Treasury Stock Total
Capital Deficit Shares Amount
$ 2,940 $ $ $ 3,000
200
( 1,726) ( 1,726)
------- ------- ------- ------- -------
2,940 ( 1,726) 1,474
( 206) ( 206)
------- ------- ------- ------- -------
2,940 ( 1,932) 1,268
18,620 19,000
382
( 6,179) ( 6,179)
------- ------- ------- ------- -------
21,560 ( 8,111) 0 0 14,471
980 1,000
990 0
( 1,485) ( 1,485)
------- ------- ------- ------- -------
23,530 ( 9,596) 0 0 13,986
( 8,236) ( 8,236)
------- ------- ------- ------- -------
23,530 ( 17,832) 0 0 5,750
0 0
------- ------- ------- ------- -------
23,530 ( 17,832) 0 0 5,750
0 0
------- ------- ------- ------- -------
23,530 ( 17,832) 0 0 5,750
11
16
( 5,825) ( 5,825)
------- ------- ------- ------- -------
23,530 ( 23,657) 0 0 ( 48)
196,000 200,000
98,000 100,000
58,800 60,000
The accompanying notes are an integral part of these
financial statements.
F-8
<PAGE>
TAMPA BAY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Year Ended May 31, 1996,
And From Inception (March 18, 1987)
Through May 31, 1996
Preferred Stock Common Stock
Shares Amount Shares Amount
March 18, 1987, shares issued
for cash 60,000 $ 60
March 18, 1987, shares issued
for services 200,000 200
Loss - year ended December 31,
1987 0
------- ------- ------- -------
Balance at December 31, 1987 0 0 260,000 260
Loss - year ended December 31,
1988 0
------- ------- ------- -------
Balance at December 31, 1988 0 0 260,000 260
Shares issued during 1989 for
cash 380,000 380
Shares issued during 1989 for
services 382,500 382
Loss - year ended December 31,
1989 0
------- ------- ------- -------
Balance at December 31, 1989 0 0 1,022,500 1,022
Shares issued during 1990 for
cash 20,000 20
20:1 reverse split (990,375) (990)
Loss - year ended December 31,
1990 0
------- ------- ------- -------
Balance at December 31, 1990 0 0 52,125 52
Loss - year ended December 31,
1991
Balance at December 31, 1991 0 0 52,125 52
Loss - year ended December 31,
1992 0
------- ------- ------- -------
Balance at December 31, 1992 0 0 52,125 52
Loss - year ended December 31,
1993 0
------- ------- ------- -------
Balance at December 31, 1993 0 0 52,125 52
Shares issued July 1, 1994 for
services 10,375 11
Shares issued December 4, 1994
for services 17,100 16
Loss - year ended December 31,
1994 0
------- ------- ------- -------
Balance at December 31, 1994 0 0 79,600 79
Shares issued September 8, 1995
in a 504D Memorandum 4,000,000 4,000
Shares issued September 20, 1995
for services 2,000,000 2,000
Shares issued September 20, 1995
in exchange for 100% of the
oustanding common stock of
Desert Health Products, Inc. 1,200,000 1,200
Shares issued September 20, 1995
in exchange for 80% of the
F-9
<PAGE>
TAMPA BAY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Year Ended May 31, 1996,
And From Inception (March 18, 1987)
Through May 31, 1996
Preferred Stock Common Stock
Shares Amount Shares Amount
outstanding stock of Krystal
Klear, Inc. 1,100,000 1,100
Shares issued October 31, 1995
in exchange for exclusive
marketing rights to certain
health products 800,000 800
Shares issued October 31, 1995
for services 2,400 3
Shares cancelled October 31,
1995, on exchange with
Desert Health Products, Inc.
For nonperformance on
contract (1,200,000) (1,200)
Shares cancelled October 31,
1995, on exchange agreement
with Krystal Klear, Inc.
for nonperformance on contract (1,100,000) (1,100)
Stock issued December 8, 1995
in exchange for 100% of the
outstanding stock of Sun
Broadcasting Systems, Inc. 2,000,000 2,000
Shares issued December 8, 1995
for services performed in
connection with agreement of
exchange 40,000 10,000
Share adjustment 100 0
Shares issued December 4, 1995
for services 25,000 25
Income - year ended December 31,
1995 0
------- ------- ------- -------
Balance at December 31, 1995 40,000 10,000 8,907,100 8,907
Shares issued January 20, 1996,
February 24, 1996, March 20,
1996, April 20, 1996 as per
private placement dated
January 15,1996 for cash 350,000 350
Shares issued March 18, 1996
for services 25,000 25
On February 23, 1996 the
Company purchased its own
shares in connection with
exchange of 2 subsidiaries
Cash--January 6, 1996 Private Placement
Net loss for short year ended
May 31, 1996 0
------- ------- ------- -------
Balance at May 31, 1996 40,000 $10,000 9,282,100 $9,282
======= ======= ======= =======
F-10
<PAGE>
Paid-In Accumulated Treasury Stock Total
Capital Deficit Shares Amount
53,900 55,000
39,200 40,000
117 120
( 58,800) ( 60,000)
( 53,900) ( 55,000)
2,598,000 2,600,000
( 10,000) 0
1 1
32,475 32,500
( 151,547) ( 151,547)
---------- ---------- ---------- ---------- ----------
2,977,323 ( 175,204) 0 0 2,821,026
349,650 350,000
32,475 32,500
1,060,250 (500,000) (1,060,000) 250
12,500 12,500
( 616,195) ( 616,195)
---------- ---------- ---------- ---------- ----------
$4,432,198 $( 791,399) (500,000) $(1,060,000) $2,600,081
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these
financial statements.
F-11
<PAGE>
TAMPA BAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended May 31, 1996,
December 31, 1995, And 1994
1996 1995 1994
Cash Flows From Operating
Activities
Net Loss $( 616,195) $( 151,547) $( 5,825)
Adjustments to Reconcile
Net Loss to Net Cash
Used In Operating Activities
Depreciation 226,180 45,248
Amortization 14,805 2,961
Loss on Write Off of Assets 39,999
Common Stock Issued for
Professional Fees & Directors
Fees 32,500 132,620 27
Changes in Assets and Liabilities
(Increase) in Accounts
Receivable ( 2,791) ( 2,739)
(Increase) Decrease in Other
Assets ( 56,202) 0
Increase in Accounts
Payable 67,337 18,718 2,805
Increase (Decrease) in Other
Liabilities ( 21,449) 199,010 0
---------- ---------- -----------
Total Adjustments 300,379 395,818 2,832
---------- ---------- -----------
Net Cash Provided By Operating
Activities ( 315,816) 244,271 (2,993)
---------- ---------- -----------
Cash Flows From Investing
Activities
Purchase of 33.3% Tampa Sun, Inc. (100,000)
Capital Expenditures ( 49,714) (1,561,705) 0
---------- ---------- -----------
Net Cash Used In Investing
Activities ( 49,714) (1,661,705) 0
Cash Flows From Financing
Activities
Proceeds from Sale of
Common Stock 362,750
Principal Payments on Debt ( 71,083) ( 203,864)
Proceeds From Notes Payable 25,454 1,682,225 0
---------- ---------- -----------
Net Cash Provided By Financing
Activities 317,121 1,478,361 0
---------- ---------- -----------
Net Increase (Decrease) in Cash
and Cash Equivalents ( 48,409) 60,927 2,993
Cash and Cash Equivalents at
Beginning of Year 63,684 2,757 5,750
---------- ---------- -----------
The accompanying notes are an integral part of these
financial statements.
F-12
<PAGE>
TAMPA BAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For The Years Ended May 31, 1996,
December 31, 1995 AND 1994
1996 1995 1994
Cash and Cash Equivalents at
End of Year $ 15,275 $ 63,684 $ 2,757
========== ========== ==========
Supplemental Disclosures of Cash
Flow Information
Cash Paid During the Year
For Interest $ 0 $ 0 $ 0
========== ========== ==========
Income Taxes $ 0 $ 0 $ 0
========== ========== ==========
Supplemental Schedule of Non-Cash Investing and Financing Activities
On September 8, 1995, the Company issued 4,000,000 shares of its
common stock at $.05 per share or $200,000 in exchange for a 1 year
advertising program, that includes television, radio, magazine, direct
mailing and research reports.
On October 31, 1995, the Company issued 800,000 shares of its common
stock at $.05 or $40,000 in exchange for exclusive marketing rights to
certain health products.
During 1996, 1995 and 1994, the Company issued 25,000, 2,027,400, and
27,475 shares of its common stock valued at $32,500, $132,620 and $27,
respectively, for services performed.
On December 8, 1995, the Company issued 2,000,000 of its common stock
at S1.30 or $2,600,000 and a note payable in the amount of $1,500,000 or a
total of $4,100,000 in exchange for 100% of the outstanding common stock of
Sun Broadcasting Systems, Inc. Additionally, 40,000 shares of the Company's
preferred shares at $.25 per share or $10,000 for services performed in
connection with the agreement of exchange.
The accompanying notes are an integral part of the
consolidated financial statements.
F-13
<PAGE>
TAMPA BAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
May 31, 1996, December 31, 1995 And 1994
NOTE 1 - ORGANIZATION
------------
Tampa Bay Corporation (the Company) was incorporated under the laws of
the State of Nevada on March 18, 1987, with an authorized capital of
500,000,000 shares of common stock with a par value of one mil ($.001)
per share.
On October 30, 1989, the Company amended its articles of incorporation
reducing its authority to issue common stock to 50,000,000, with a par
value of $.001.
On March 18, 1987, the Company issued 60,000 shares of common stock at
$.05 per share or $3,000.
On March 18, 1987, the Company issued 200,000 shares of common stock
at $.001 per share or $200.
During 1989, the Company issued 380,000 shares of common stock at
$.001 per share or $380, and 382,500 shares of common stock at $.001
or $382.
During 1990, the Company issued 20,000 shares of common stock at $.05
per share or $1,000.
During 1990, the Company authorized a reverse split of 20:1 reducing
the outstanding shares from 1,042,500 to 52,125 outstanding shares.
On July 1, 1994, the Company issued 10,375 shares for services at
$.001 per share or $11.
On December 4, 1994, the Company issued 17,100 shares for services at
$.001 or $16.
On September 20, 1995, the Company approved a 504D offering of
4,000,000 at $.05 per share for services or $200,000.
On September 20, 1995, the Company issued 1,100,000 shares of its
common stock at $.05 per share or $55,000 in exchange for the
acquisition of Krystal Kleer, Inc., subject to Krystal Kleer, Inc.
submitting audited financial statements. As of October 31, 1995,
Krystal Kleer, Inc. was unable to provide audited financial statements
and the agreement was cancelled and the shares were cancelled.
On September 20, 1995, the Company issued 1,200,000 shares of its
common stock at $.05 per share or $60,000 in exchange for the
acquisition of Desert Health Products, Inc. subject to Desert Health
Products, Inc. submitting audited financial statements and other
financial data. As of October 31, 1995, Desert Health Products, Inc.
was unable to provide audited financial statements and other financial
data, and the agreement was cancelled and the shares were cancelled.
F-14
<PAGE>
TAMPA BAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996, December 31, 1995 And 1994
On September 20, 1995, the Company issued 2,000,000 common shares of
its common stock at S.05 for services or $100,000.
On September 25, 1995, the Company entered into an agreement with
Sun Broadcasting Systems, Inc., to purchase 50% of the rights and
interest in certain profits to be earned on programs incorporated in
CD-ROM units. In conjunction with this anticipated purchase, on
October 4, 1995, the Company incorporated Tampa Sun, Inc., a Nevada
corporation, as a wholly owned subsidiary.
On October 31, 1995, the Company issued 800,000 shares of its common
stock at $.05 or $40,000, for acquisition of marketing rights to
certain health and nutritional related products. An additional
1,500,000 shares may be issued under the agreement, if certain
profit incentive arrangements are achieved.
On October 31, 1995, the Company issued 2,400 shares of its common
stock at $.05 or $120 for services.
On October 31, 1995, the Board of Directors authorized the issuance
of 5,000 shares of the Company's common stock, per year, for each
director as compensation for services rendered to the Company.
On November 6, 1995, the Company incorporated Lifeline Corporation,
a Nevada corporation, as a wholly owned subsidiary of the Company.
On November 8, 1995, the Company filed a Form D, Notice of Sale of
Securities pursuant to Regulation D, Section 4(6) to raise up to
$200,000 by issuing up to 4,000,000 shares of common stock at $.05
per share.
On November 29, 1995, the Company amended its Articles of
Incorporation to authorize 50,000,000 shares of $.001 par value
common stock and 5,000,000 shares of $.25 par value preferred stock.
On December 4, 1995, the Company issued 25,000 shares of its common
stock at $0.10 or $250,000 for consulting services.
On December 4, 1995, the Board of Directors authorized the Company
to reduce its ownership in Tampa Sun, Inc. to 33.33% in exchange for
limiting its contribution in the joint venture agreement to the
amount currently contributed. The remaining 66.67% interest was
traty Investors, Inc., a shareholder of the Company, in exchange for
Equity Investors, Inc. agreeing to pay all costs related to Tampa
Sun, Inc. Income from the joint venture will continue to be received
on basis of 1/3 - 2/3 ownership.
F-15
<PAGE>
TAMPA BAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996, December 31, 1995 And 1994
On December 8, 1995, the Company issued 2,000,000 shares of its
common stock at $1.30 or $2,600,000 and note payable in the amount
of $1,500,000 or $4,100,000, in exchange for 100% of the outstanding
common stock of Sun Broadcasting Systems, Inc.
On December 8, 1995, the Company issued 40,000 shares of preferred
stock at $.25 or $10,000 for services performed in connection with
the agreement of exchange of Sun Broadcasting Systems, Inc.
On December 18, 1995, the Company approved changing its fiscal year
from December 31, 1995 to May 31, 1996.
On January 2, 1996, the Company incorporated Axion Corporation, a
Nevada corporation, as a wholly owned subsidiary of the Company.
On January 9, 1996, the Company authorized the offering of a private
placement memorandum of 1,700,000 shares of common stock at $1.00 or
$1,700,000.
On February 6, 1996, the Company authorized the exchange of two of
its wholly subsidiaries, Lifeline Corporation with an exchange value
of $530,000 and Axion Corporation with an exchange value of $530,000
or $1,060,000, in exchange for the return of 500,000 shares of the
Company's own stock, currently held as treasury stock, and the
receipt of 250,000 unregistered shares at $.001 per share or $250 of
Nature's Secret, a Nevada corporation that markets natural health
products. The Company will retain a 2% royalty based on the
wholesale price of Lifeline Corporation and Axion Corporation
products.
On March 18, 1996, the Company issued 25,000 shares of its common
stock at $1.30 or $32,500 for consulting services.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
Business and Principles of Consolidation
----------------------------------------
The consolidated financial statements include the accounts of Tampa
Bay Corporation (the Parent) and its wholly owned subsidiary, Sun
Broadcasting Systems, Inc. All material intercompany transactions
have been eliminated.
Sun Broadcasting Systems, Inc. is a recording and television studio
with facilities located in Palm Springs, California.
Revenue Recognition
-------------------
The Company recognizes income from tape, editing and production fees
as the work is completed. Revenues from license agreements are
recorded as received, using the full accrual method of accounting.
F-16
<PAGE>
TAMPA BAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996, December 31, 1995 And 1994
Property and Equipment
----------------------
Expenditures that increase asset lives are capitalized at cost.
Normal maintenance and repairs are expensed as incurred. The cost
and accumulated depreciation of assets retired or disposed are
removed from the accounts and any resulting gain or loss is included
in the consolidated statements of operations. Depreciation is
reported on a straight-line basis over the estimated useful lives on
the assets which range from 3 to 7 years.
Deferred Charges
----------------
Deferred charges represents prepaid advertising and marketing. The
Company entered into a one year advertising program, that includes
television, radio, magazine, direct mailing and research reports.
The original amount is being amortized over a one year period.
Goodwill
--------
Goodwill represents the excess of cost over book value on the
purchase of Sun Broadcasting Systems, Inc. on December 8, 1996. The
original amount of $378,372 is being amortized over a ten year
period. During the year ended May 31, 1996 and December 31, 1995,
$14,805 and $2,961 was charged to operations.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid debt instruments with a
maturity of three months or less to be cash and cash equivalents.
Earninqs (Loss) Per Share
-------------------------
Earnings (Loss) per common share is computed based on the weighted
average number of common shares and common share equivalents
outstanding. Stock options are included as common shares equivalents
using the treasury stock method.
Provision for Taxes
-------------------
At May 31, 1996, and at December 31, 1995 and 1994, the Company had
net operating loss carryforwards of approximately $791,399, $151,347
and $23,657 that may be offset against future taxable income through
the years 2011, 2010 and 2009.
F-17
<PAGE>
TAMPA BAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996, December 31, 1995 And 1994
NOTE 3 - INVESTMENTS
-----------
In September, 1995, the Company entered into a 50-50 joint venture
agreement with Sun Broadcasting Systems, Inc., through its wholly
owned subsidiary Tampa Sun, Inc. to product CD-ROM programs. Tampa
Sun, Inc invested $100,000. In December, 1995 the Company agreed to
reduce its 100% investment in Tampa Sun, Inc. to 33 1/3% and
exchange the remaining 66 2/3% interest to Equity Investors, Inc., a
shareholder of the Company, in exchange for Equity Investors, Inc.
agreeing to pay all costs related to the joint venture agreement.
On February 6, 1996, the Company received 250,000 shares of Nature's
Secret in connection with the exchange of two of its wholly owned
subsidiaries to Nature's Secret. The value is the original value
recorded at $.001 per share or $250 at the time the transaction took
place.
Note 4 - RELATED PARTIES
---------------
During 1995, Greg McDonald, a shareholder of the Company, had
advanced to the Company $16,512. The advances are due on demand and
carry no interest rate. During 1996 and 1995, Equity Investors,
Inc., a shareholder of the Company advanced $1,000 and $100,000,
respectively, or a total of $101,000 to the Company. The advances
are due on demand and interest rate.
Directors of the Company receive on an annual basis 5000 shares of
the Company's common stock as compensation for services rendered to
the Company. No shares have been issued during the 1996 and 1995.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
-----------------------------
The Company leases office space for its executive offices at 2519 E.
Thomas Road, Suite C, Phoenix, Arizona 85016, under a lease for
approximately 1,200 sq. ft., provided by a director of the Company.
No rent is currently due under the lease nor has any rent been paid
through May 31, 1996. Sun Broadcasting Systems, Inc. rents
approximately 14,100 sq. ft. of office space and recording and
production facilities at 1000 Tahquitz Canyon Way, Palm Springs,
California 92262. The monthly rent is $11,702.60, with an expiration
date of approximately DeceMber 31, 1999. Lease expense for the year
ended May 31, 1996, December 31, 1995 and 1994, was $58,513, $11,903
and $0, respectively. Future minimum lease obligations are as
follows:
Fiscal year ended May 31, 1997 $140,432
Fiscal year ended May 31, 1998 140,432
Fiscal year ended May 31, 1999 70,216
F-18
<PAGE>
TAMPA BAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996, December 31, 1995 And 1994
NOTE 6 - SEGMENT INFORMATION AND MAJOR CUSTOMERS
---------------------------------------
Segment information for Fiscal 1996
Sun TBC Other Total
Revenues $ 199,489 $ 291 $ 0 $ 199,780
Loss (270,104) (346,091) $ 0 (616,195)
Identifiable
Assets 172,838 3,953,776 0 4,126,614
Depreciation 226,180 0 0 226,180
Major Customers Year Ended Year Ended Year Ended
May 31, December 31, December 31,
1996 1995 1994
Customer A NONE NONE NONE
Customer B NONE NONE NONE
Customer C 25% 58% NONE
NOTE 7 - NOTES PAYABLE
-------------
On December 8, 1995, the Company purchased three notes in connection
with the acquisition of Sun Broadcasting Systems, Inc. in the amount
of $30,019 payable to ICON Cash Flow Partners LTD. in the form of a
capital lease, with monthly payments of $1,900 and $567. The
balance on the two capital lease notes at May 31, 1996 was $12,999
and $2,221, respectively. The third note in the amount of $120,738
payable to Greg McDonald, a shareholder of the Company, is a demand
note and carries no interest rate. The balance on the note at May
31, 1996 was $16,512. In September, 1995, Equity Investors, Inc., a
shareholder of the Company, advances $100,000 to the Company to pay
for the Company's 50% interest in the CD-ROM joint venture
agreement. The note is a demand note and carries no interest rate.
Additionally in January, 1996, Equity Investors, Inc. advanced
$1,000 to the Company. The note is a demand note and carries no
interest. On December 8, 1995, the Company entered into an exchange
agreement with Greg McDonald, to acquire 100% of the outstanding
stock of Sun Broadcasting Systems, Inc. for 2,000,000 shares of the
Company's common stock and a note in the amount of $1,500,000, with
interest at 10% per annum. The note requires payments of
approximately $200,000 over the coming year with the balance to paid
in full by November 30, 1996. AS of May 31, 1996, payments of
$200,000 have been made on the note, leaving a balance of
$1,300,000.
F-19
<PAGE>
TAMPA BAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996, December 31, 1995 And 1994
NOTE 8 - Subsequent Events
-----------------
On February 23, 1996, the Company approved the signing of a purchase
agreement with Reality Entertainment, a recording and production
company in the music industry, on the following terms and conditions:
a. 500,000 shares of common stock will be issued to Russ Regan aka
Harold Restigian and Robert Adams and/or their nominees on
closing and when $1,000,000 is raised for Reality Entertainment
by Mssrs. Regan and Adams.
b. A three year option to purchase 500,000 shares of common stock at
$1.00 per share when pre-tax revenues received by Reality
Entertainment reach $5,000,000.
c. A five year option to purchase 500,000 shares of common stock at
$2.00 per share when pre-tax revenues received by Reality
Entertainment reach $10,000,000.
As of July 9, 1996, the agreement had not been consummated.
SIGNATURES
The issuer has duly caused this offering statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Palm
Springs, State of California, on 9/20, 1996.
TAMPA BAY CORPORATION
By /s/ HAROLD RUSTIGIAN
---------------------------------
HAROLD RUSTIGIAN, CHIEF EXECUTIVE OFFICER
By /s/ GEORGE JOUFLAS
---------------------------------
George Jouflas, President
This offering statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ DOUG SWARTZ 9-20-96
- ----------------------------------- --------------------------
Doug Swartz, Treasurer and Chief Date
Financial Officer
/s/ GRAY FREDERICKSON
- ----------------------------------- --------------------------
Gray Frederickson, Secretary and Director Date
- ----------------------------------- --------------------------
Gregory McDonald, Director Date
/s/ MICHAEL A. SIMMONS 09-20-96
- ----------------------------------- --------------------------
Michael Simmons, Director Date
/s/ JEFFREY S. TAYLOR 9-20-96
- ----------------------------------- --------------------------
Jeffrey Taylor, Director Date
- ----------------------------------- --------------------------
John Hyde, Director Date
<PAGE>
<PAGE>
EXHIBITS
<PAGE>
EXHIBIT A
ARTICLES OF INCORPORATION
AND AMENDMENTS
<PAGE>
ARTICLES OF INCORPORATION
OF
TAMPA BAY CORPORATION
We the undersigned, being each of the original incorporators herein
named, for the purpose of forming a corporation to do business both within
and without the State of Nevada, and in pursuance of the corporation laws
of the State of Nevada, being Chapter 78 of Nevada Revised Statutes, do
make and file these Articles of Incorporation hereby declaring and
certifying that the facts herein stated are true:
1. The name of the corporation is TAMPA BAY CORPORATION
2. Its principal office in the County of Washoe, State of Nevada is
located at 136 Vesta, Reno, Nevada 89502. The name and address of its
Resident Agent is Mr. Dale Landon; 136 Vesta, Reno, Nevada 89502.
3. The purposes for which the corporation is organized are to engage in
any activity or business not in conflict with the laws of the State of
Nevada or the United States of America, and without limiting the generality
of the foregoing, specifically:
1. To have and to exercise all the powers now or hereafter conferred
by the laws of the State of Nevada upon corporations organized pursuant to
the laws under which the corporation is organized and any and all acts
amendatory thereof and supplemental thereto.
2. To discount and negotiate promissory notes, drafts, bill of
exchange and other evidence of debts, and to collect for others money due
them on notes, checks, drafts, bill of exchange, commercial paper and other
evidence of indebtedness.
-1-
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<PAGE>
3. To purchase or otherwise acquire, own, hold, lease, sell,
exchange, assign, transfer, mortgage, pledge, or otherwise dispose of, to
guaranty, to invest, trade and deal in and with personal property of every
class and deal in and with personal property of every class and
description.
4. To enter into any kind of contract or agreement, cooperative or
profit sharing plan with its officers or employees that the corporation may
deem advantageous or expedient to otherwise to reward or pay such persons
for their services as the directors may deem fit.
5. To purchase, lease, or otherwise acquire, in whole or in part,
the business, the goodwill, rights, franchises and property of every kind,
and to undertake the whole or any person, firm, association, non-profit or
profit corporation, or own property necessary or suitable for its purposes,
and to pay the same in case, in the stocks of bond of this company or
otherwise, to hold or in any manner dispose of the whole or any part of the
business or property so acquired and to exercise all of the powers
necessary or incidental to the conduct of such business.
6. To lend or borrow money and to negotiate and make loans, either
on its own account or as agent, or broker for others.
7. To enter into, make, perform an carry out contract of every kind
and for any lawful purpose, without limit as to amount with any person,
firm, association, cooperative profit or non-profit corporation,
municipality, State of Government or any subdivision, district or
department thereof.
8. To buy, sell, exchange, negotiate, or otherwise deal in, or
hypothecate securities, stocks, bonds, debentures, mortgages, notes or
other collateral or securities, created or issued by any corporation
wherever organized including the rights, powers and privileges of
ownership, including the right to vote the same; to subscribe for stock of
any corporation to be organized,
-2-
E-4
<PAGE>
other than to promote the organization thereof.
9. To purchase of otherwise acquire, own, hold, lease, sell,
exchange, assign, transfer mortgage, pledge, license, or otherwise dispose
of any letters, patents, copyrights, or trademarks of every class and
description.
10. To do any and all other such acts, thing, business or businesses
in any manner connected with or necessary, incidental, convenient or
auxiliary to do any of these objects herein before enumerated, or
calculated directly or indirectly, to promote the interest of the
corporation; and in carrying on its purpose of obtaining or furthering any
of its business, to do any and all acts and things, and to exercise, and
which now or hereafter any be authorized by law, here and in any other part
of the world.
11. The several clauses contained in this statement of powers shall
be construed as both purposes and powers. And the statements contained in
each of theses clauses shall be in no way limited or restricted, by
reference to or inference from, the terms of any other clauses, but shall
be regarded as independent purposes and powers: and no recitations,
expression or declaration of specific or special powers or purposes herein
enumerated shall be deemed to be exclusive; but is hereby expressly
declared that all other lawful powers not inconsistent herewith, are hereby
included.
4. The aggregate number of shares which the corporation shall have
authority to issue is 500,000,000. Each share will have a par value of
$.001.
5. The governing board shall be styled "Directors" and the first Board
shall be three (3) in number.
-3-
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<PAGE>
So long as all of the shares of the corporation are owned beneficially
and of record by either one or two shareholders, the number of directors
nay be less than three, but not less than the number of shareholders.
Otherwise, the number of directors shall not be less than three.
Subject to the foregoing limitations, the number of directors shall
not be reduced to less than one, and may at any time or times, be increased
or decreased by duly adopted amendment to these Articles of Incorporation,
or in such manner as shall be provided in the By-Laws of the corporation
duly adopted by either the Board of Directors of the shareholders.
The name and addresses of the first Board of Directors:
NAME ADDRESS
Earline Rodgers 1777 North Bayshore Drive #1433
Miami, Florida 33132
JoAnn Pheiffer 819 W. Cavanaugh
Lansing, Michigan 48906
Dennis C. Reed 2529 Arlington
Lansing, Michigan 48906
6. All shares are to be non-assessable.
7. The name and addresses of the incorporators of the corporation are as
follows:
NAME ADDRESS
Leon Rolle, P.A. Amerifirst Federal Building
100 N.E. First Avenue
Second Floor, East
Miami, Florida 33132
8. The period of its duration is perpetual.
-4-
E-6
<PAGE>
9. Provisions for the regulation of the internal affairs of the
corporation are contained in the By-Laws of this corporation.
IN WITNESS WHEREOF, the undersigned incorporator(s) has hereunto
affixed his signature on this 6th day of February , 1987.
/s/
----------------------------------
STATE OF )
:
CITY OF )
On the 6th day of February, 1987 before me, the undersigned, a
Notary Public, personally appeared Leon Rolle known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed the same freely and voluntarily and for
the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and fixed my
official seal the day and year in this certificate first above written.
/s/
------------------------------------
NOTARY PUBLIC
[SEAL]
E-7
<PAGE>
STATE OF NEVADA
SECRETARY OF STATE
DATED OCT 30 1989
/s/
- ----------------------------
E-8
<PAGE>
AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TAMPA BAY CORPORATION
* * *
We the undersigned, being Directors and Secretary and President of the
corporation, and in pursuance of the corporate laws of the State of Nevada,
being Chapter 78 of the Nevada Revised Statutes, do hereby adopt the
following Amendment to its Articles of Incorporation:
Page 3, Number 4 shall read as follows:
----------------
4. The aggregate number of shares which the corporation shall have
authority to issue is 50,000,000. Each share will have a par value of
$.001
The above Amendment to the Articles of Incorporation was adopted by
the Shareholders of the Corporation on the 21st day of August, 1989, by a
majority vote of the outstanding shares of the corporation.
Dated this 13th day of September, 1989.
/s/ FRED R. HELMKE
------------------------------
Fred K. Helmke
President & Director
/s/ DORIS HELLNER
------------------------------
Doris Hellner
Secretary, Treasurer & Director
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<PAGE>
STATE OF CALIFORNIA )
: s.s
COUNTY OF SANTA CLARA )
On this 26th day of September, 1989, before me, the undersigned, a Notary
Public, in and for the State of California, personally appeared Fred K.
Helmke, the duly elected President of Tampa Bay Corporation, known to me to
be the person described in and who executed the foregoing Amendment to the
Articles of Incorporation and who acknowledged to me that he executed the
same freely and voluntarily on behalf of and in his capacity as the
President of Tampa Bay Corporation. I have hereunto set my hand and
affixed my official seal the day and year first above written.
/ Vicki D. Gelfix /
------------------------------
Notary Public
Residing in Santa Clara County
My commission Expires:
February 26, 1990
- -------------------------------
STATE OF NEVADA )
: s.s
COUNTY OF CLARK )
On this 13th day of September, 1989, before me, the undersigned, a Notary
Public, in and for the State of Nevada, personally appeared Doris Hellner,
the duly elected Secretary of Tampa Bay Corporation, known to me to be the
person described in and who executed the foregoing Amendment to the
Articles of Incorporation and who acknowledged to me that he executed the
same freely and voluntarily on behalf of and in his capacity as the
President of Tampa Bay Corporation. I have hereunto set my hand and
affixed my official seal the day and year first above written.
/ Mary Ellen Hopper /
------------------------------
Notary Public
Residing in Clark County
My commission Expires:
May 6, 1992
- ------------------------
E-10
<PAGE>
STATE OF NEVADA
Secretary of State
I hereby certify that this is a
true and complete copy of
the document as filed in this office.
DEC X1 '95
DEAN HELLER
Secretary of State
By /s/
-------------------------
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<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(after issuance of stock)
Tampa Bay Corporation
---------------------------------
Name of Corporation
We the undersigned BILL
BRIN
and ALLEN STOUT of TAMPA BAY CORPORATION.
do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 20th day of September, 1995, adopted a resolution to amend the
original articles as follows:
Article 4 is hereby amended to read as follows:
This corporation is authorized to issue an aggregate of 55,000,000
shares of which 50,000,000 shares shall be $.001 par value Common Stock and
5,000,000 shares shall be $.25 par value Preferred. The Common Stock shall
have voting right of one vote per share. The Board of Directors may issue
the Preferred Stock from time to time in one or more series, to have such
voting right, preference in dividends and in liquidation and such other
rights, preferences and conditions as the Board of Directors may designate
by an amendment to these Articles of Incorporation by action duly adopted
without shareholder action and shareholder action shall not be required
therefore fully-paid stock of this Corporation shall not be liable to any
further call or assessment.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 8,382,100 that the
said change(s) and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
/s/ WILLIAM BRIN
------------------------------
President or Vice President
/s/ ALLEN STOUT
------------------------------
Secretary or Assistant Secretary
State of Arizona
County of Maricopa
On November 29, 1995, personally appeared before me, a Notary Public,
William Bring and Allen Stout, who acknowledged that they executed the
above instrument.
/s/ MELVIN E. RICHARDS II
------------------------------
notary
E-12
<PAGE>
SECRETARY OF STATE
[SEAL]
STATE OF NEVADA
CERTIFICATE OF CORPORATE EXISTENCE
[EXCLUDING AMENDMENTS]
I, CHERYL A. LAU, the duly elected, qualified and acting Secretary of State
of the State of Nevada, do hereby certify that I am, by the laws of said
State, the custodian of the records relating to corporations organized
under the laws thereof; the revocation of their corporate charters, and
their right to transact and carry on their corporate business; and am the
proper officer to execute this certificate.
I further certify that, at the date of this certificate, TAMPA BAY
CORPORATION is a corporation duly organized and existing under and by
virtue of the laws of the State of Nevada, having fully complied therewith;
is entitled to exercise therein all the corporate powers and functions
recited in its charter or articles of incorporation, and is in good
standing in this State.
[SEAL] IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at
my office, in Carson City, Nevada, this 6th
day of December, 1994.
Secretary of State
By /s/ Certification Clerk
Certification Clerk
E-13
<PAGE>
ARTICLES OF INCORPORATION
FILE STAMPED 12/22/92
ARTICLE ONE
The name of this Corporation is
SUN BROADCASTING SYSTEMS, INC.
ARTICLE TWO
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
ARTICLE THREE
The name and address in this state of this Corporation's initial agent
for service of process is:
GREGORY T. MCDONALD
1000 E. Tahquitz Canyon Way (Bldg. D)
Palm Springs, California 92262
ARTICLE FOUR
This Corporation is authorized to issue only one class of shares,
which shall be designated "common" shares. The total number of such shares
that may be issued is 100,000.
ARTICLE FIVE
The liability of the Directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
ARTICLE SIX
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the Corporations Code) for breach of duty to the
Corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification
otherwise permitted by Section 317 of the Corporations Code, subject to the
limits of such excess indemnification set forth in Section 204 of the
Corporations Code.
ARTICLE SEVEN
This corporation is a close corporation. All of the corporation's
issued shares of stock, of all classes, shall be held of record by not more
than 35 persons.
Dated: December 22, 1992
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<PAGE>
FILED-STAMPED
JUN 07 1996
Articles of Incorporation
(Pursuant to NRS 78)
STATE OF NEVADA
[SEAL]
STATE OF NEVADA
Secretary of State
_____________________________________________________________________
IMPORTANT: Real instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)
1. NAME OF CORPORATION: DATAPORT CORPORATION
2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in
Nevada where process may be served)
Name of Resident Agent: TINA ANDREAS
Street Address: 2079 Syracuse, Las Vegas, NV 89121
Street No. Street Name City Zip
3. SHARES: (number of shares the corporation is authorized to issue)
Number of shares with par value: 10,000 Par value: $.001
Number of shares without par value: 0
4. GOVERNING BOARD: shall be styles as (check one) X Directors
_____ Trustees
The FIRST BOARD OF DIRECTORS shall consist of 2 members and the names
and addresses are as follows:
Andrew Croson 4530 N. 40th St. Phoenix, AZ 85018
---------------------------------------------------------------------
Name Address
Amy O'Connell 4530 N. 40th St. Phoenix, AZ 85018
--------------------------------------------------------------------
Name Address
--------------------------------------------------------------------
Name Address
5. PURPOSE (optoinal see reverse side): The purpose of the corporation
shall be____________________________________________________________
6. OTHER MATTERS: This form includes the minimal statutory requirements
to incorporate under NRS 78. You may attach additional information
pursuant to NRS 78.037 or any other information that you deem
appropriate. If any of the additional information is contradictory to
this form it cannot be filed and will be returned to you for
correction. Number of pages attached ______.
7. SIGNATURES OF INCORPORATORS: The names and addresses of each of the
incorporators signing the articles: (Signatures must be notarized.)
(Attach additional pages if there are more than two incorporators).
Andrew Croson Amy O'Connell
-------------------------------- ---------------------------------
Name (print) Name (print)
4530 N. 40th St.Phoenix, AZ 85018 4530 N. 40th St. Phoenix, AZ 85018
-------------------------------- ---------------------------------
/s/ Andrew Croson /s/ Amy O'Connell
-------------------------------- ---------------------------------
Signature Signature
This instrument was acknowledged This instrument was acknowledged
before me on June 6, 1996 by before me on June 6, 1996 by
Andrew Croson Amy O'Connell
-------------------------------- ---------------------------------
Name of Person Name of Person
/s/ Notary Public /s/ Notary Public
-------------------------------- ---------------------------------
8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT, Tina
Andreas hereby accept appointment as Resident Agent for the above
named corporation.
/s/ Tina Andreas
--------------------------------
Signature of Resident Agent
F-15
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
FILE-STAMPED 8/7/96
DataPort Corporation
----------------------
Name of Corporation
We the undersigned Michael Simmons and
-----------------------
President or Vice President
Andrew Croson of DataPort Corporation
- ------------------------ -----------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify that:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 1st day of August 1996 adopted a resolution to amend
the original articles as follows:
Article 1 is hereby amended to read as follows:
The name of the corporation is DataPort Technologies, Inc.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 1000; that the
said change(s) and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
/s/ Michael A. Simmons
---------------------------------
President or Vice President
/s/ Andrew Croson
-----------------------------------
Secretary or Assistant Secretary
State of Arizona )
)ss.
County of Maricopa )
On August 3, 1996, personally appeared before me, a Notary Public,
Michael Simmons and Andrew Croson, who acknowledged that they executed the
above instrument.
[SEAL] /s/ Melvin E. Richards III
---------------------------------
Signature of Notary
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<PAGE>
SECRETARY OF STATE
[SEAL]
STATE OF NEVADA
CERTIFICATE OF EXISTENCE
WITH STATUS IN GOOD STANDING
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State,
do hereby certify that I am, by the laws of said State, the custodian of
the records relating to filings by corporations, limited liability
companies, limited partnerships, and limited-liability partnerships
pursuant to Title 7 of the Nevada Revised Statutes; and am the proper
officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the
date of this certificate, evidence, DATAPORT TECHNOLOGIES, INC., as a
corporation duly organized under the laws of Nevada and existing under and
by virtue of the laws of the State of Nevada since June 7, 1996, and is in
good standing in this state.
[SEAL] IN WITNESS WHEREOF, I have
hereunto set my hand and affixed
the Great Seal of State, at my
office, in Carson City, Nevada, on
August 7, 1996.
/s/ Dean Heller
--------------------------------
Secretary of State
By /s/ D. Farmer
--------------------------------
Certification Clerk
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<PAGE>
EXHIBIT B
BYLAWS
<PAGE>
BY-LAWS FOR THE REGULATION
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATION OF
TAMPA BAY CORPORATION
* * * * *
ARTICLE
I
Offices
SECTION 1. PRINCIPLE OFFICE. The principle office for the
transaction of the corporation is hereby fixed and located at 136 Vesta,
Reno, Nevada 89502. The board of directors is hereby granted full power and
authority to change said principal office from one location to another in
the state of Nevada.
SECTION 2. OTHER OFFICES. Branch or subordinate offices may at any
time be established by the board of directors at any place or places where
the corporation is qualified to do business.
ARTICLE II
Meeting of Shareholders
SECTION 1. MEETING PLACE. All annual meetings of shareholders and
all other meetings of shareholders shall be held either at the principle
office or at any other place within or without the State of Nevada which
may be designated either by the board of directors, pursuant to authority
hereinafter granted to said board, or by the written consent of all
shareholders entitled to vote thereat, given either
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<PAGE>
before or after the meeting and filed with the secretary of the
corporation.
SECTION 2. ANNUAL MEETINGS. The annual meetings of shareholders
shall be held on the fourth Wednesday of May each year, at the hour of
2:00 p.m. of said day commencing with the year 1988, provided, however,
that should said day fall upon a legal holiday then any such annual meeting
of shareholders shall be held at the same time and place on the next day
thereafter ensuing which is not a legal holiday.
Written notice of each annual meeting signed by the president or a
vice president, or the secretary, or an assistant secretary, or by such
other person or persons as the directors shall designate, shall be given to
each shareholder entitled to vote thereat, either personally or by mail or
other means of written communication, charges prepaid, addressed to such
shareholder at his address appearing on the books of the corporation or
given by him to the corporation for the purpose of notice. If a shareholder
gives no address, notice shall be deemed to have been given to him, if sent
by mail or other means of written communication addressed to the place
where the principal office of the corporation is situated, or if published
at least once in some newspaper of general circulation in the county in
which said office is located. All such notices shall be sent to each
shareholder entitled thereto not less than ten (10) nor more than sixty
(60) days before each
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<PAGE>
annual meeting, and shall specify the place, the day and the hour of such
meeting, and shall also state the purpose or purposes for which the meeting
is called.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders,
for any purpose whatsoever, may be called at any time by the president or
by the board of directors, or by one or more shareholders holding not less
than 10% of the voting power of the corporation. Except in special cases
where other express provision is made by statute, notice of such special
meetings shall be given in the same manner as for annual meetings of
shareholders. Notices of any special meeting shall specify in addition to
the place, day and hour of such meeting, the purpose or purposes for which
the meeting is called.
SECTION 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholder's
meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy
thereat, but in the absence of a quorum, no other business may be
transacted at any such meeting.
When any shareholder's meeting, either annual or special, is adjourned
for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid, it shall
not be necessary to give any notice of an adjournment or of the business to
be transacted at an adjourned meeting, other than
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<PAGE>
by announcement at the meeting at which such adjournment is taken.
SECTION 5. ENTRY OF NOTICE. Whenever any shareholder entitled to
vote has been absent from any meeting of shareholders, whether annual or
special, an entry in the minutes to the effect that notice has been duly
given shall be conclusive and incontrovertible evidence that due notice of
such meeting was given to such shareholders, as required by law and the By-
Laws of the corporation.
SECTION 6. VOTING. At all annual and special meetings of
stockholders entitled to vote thereat, every holder of stock issued to a
bona fide purchaser of the same, represented by the holders thereof, either
in person or by proxy in writing, shall have one vote for each share of
stock so held and represented as such meetings, unless the Articles of
Incorporation or the company shall otherwise provide, in which event the
voting rights, powers and privileges prescribed in the said Articles of
Incorporation shall prevail. Voting for directors and, upon demand of any
stockholder, upon any question at any meeting shall be by ballot.
SECTION 7. QUORUM. The presence in person or by proxy of the holders
of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding
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<PAGE>
the withdrawal of shareholders to leave less than a quorum.
SECTION 8. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, either annual or special, however called and noticed, shall
be as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting the meeting, each of the shareholders entitled
to vote, not present in person or by proxy, sign a written Waiver of
Notice, or a consent to the holding of such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of this meeting.
SECTION 9. PROXIES . Every person entitled to vote or execute
consents shall have the right to do so either in person or by an agent or
agents authorized by a written proxy executed by such person or his duly
authorized agent and filed with the secretary of the corporation; provided
that no such proxy shall be valid after the expiration of eleven (11)
months form the date of its execution, unless the shareholder executing it
specifies therein the length of time for which such proxy is to continue in
force, which in no case shall exceed seven (7) years from the date of its
execution.
ARTICLE III
SECTION 1. POWERS. Subject to the limitations of the Articles of
Incorporation or the By-Laws, and the
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<PAGE>
provisions if the Nevada Revised Statutes as to action to be authorized of
approved by the shareholder, and subject to the duties of directors as
prescribed by the By-Laws, all corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation
shall be controlled by the board of directors. Without prejudice to such
general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers, to wit:
FIRST - To select and remove all the other officers, agents and
employees of the corporation, prescribe such powers and duties for them as
may not be inconsistent with law, with the Articles of Incorporation or the
By-Laws, fix their compensation, and required from them security for
faithful service.
SECOND - To conduct, manage and control the affairs and business of
the corporation, and to make such rules and regulations therefor not
inconsistent with law, with the Articles of Incorporation or the By-Laws,
as they may deem best.
THIRD - To change the principle office for the transaction of the
business of the corporation from one location to another within the same
county as provided in Article I., Section 1, hereof; to fix and locate from
time to time one or more subsidiary offices of the corporation within or
without the State of Nevada, as provided in Article I, Section 2, hereof;
to designate any place within or without
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<PAGE>
the State of Nevada for the holding of any shareholders' meeting or
meetings; and to adopt, make and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and of
such certificates from time to time, as in their judgement they may deem
best, provided such seal and such certificates shall at all times comply
with the provisions of law.
FOURTH - To authorize the issue of shares of stock of the corporation
from time to time, upon such terms as may be lawful, in consideration of
money paid, labor done or services actually rendered, debts or securities
canceled, or tangible or intangible property actually received, or in case
of shares issued as a dividend, against amounts transferred from surplus to
stated capital.
FIFTH - To borrow money and incur indebtedness for the purpose of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory noted, bonds, debentures, deeds of trusts,
mortgages, pledges, hypothecations or other evidences of debt and
securities therefore.
SIXTH - To appoint an executive committee and other committees and to
delegate to the executive committee any of the powers and authority of the
board in management of the business and affairs of the corporation, except
the power to declare dividends and to adopt, amend or repeal By-Laws. The
executive committee shall be composed of one or more directors.
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<PAGE>
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
number of directors of the corporation shall be not less than three (3) and
no more than fifteen (15).
SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be
elected at each annual meeting of shareholders, but if any such annual
meeting is not held, or the directors are not elected thereat, the
directors may be elected at any special meeting of shareholders. All
directors shall hold office until their respective successors are elected.
SECTION 4. VACANCIES. Vacancies in the board of directors may be
filled by a majority of the remaining directors, though less than a quorum,
or by a sole remaining director, and each director so elected shall hold
office until his successor is elected at an annual or a special meeting of
the shareholders.
A vacancy or vacancies in the board of Director shall be deemed to
exist in case of the death, resignation or removal of any director, or if
the authorized number of directors be increased, or if the shareholders
fail at any annual or special meeting of shareholders at which any director
or directors are elected to elect the full authorized number of directors
to be voted for at that meeting.
The shareholders may elect a director or directors at any time to fill
vacancies not filled by the directors. If the board of directors accept the
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<PAGE>
resignation of a director tendered to take effect at a future time, the
board or the shareholders shall have the power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of
office.
SECTION 5. PLACE OF MEETING. Regular meetings of the board of
director shall be held at any place within or without the State which has
been designated from time to time by resolution of the board or by written
consent of all members of the board. In the absence of such designation
regular meeting shall be held at the principle office of the corporation.
Special meetings of the board may be held either at a place so designated,
or at the principle office.
SECTION 6. ORGANIZATION MEETING. Immediately following each annual
meeting of the shareholders, the board of directors shall hold a regular
meeting for the purpose of organization, election of officers, and the
transaction of other business. Notice of such meeting is hereby dispensed
with.
SECTION 7. OTHER REGULAR MEETINGS. Other regular meetings of the board
of directors shall be held without call on the fourth Wednesday of each
month at the hour of 3:00 o'clock p.m. of said day; provided, however,
should said day fall upon a legal holiday, then said meeting shall be held
at the same time on the next day thereafter ensuing which is not
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a legal holiday. Notice of all such regular meetings of the board of
directors is hereby dispensed with.
SECTION 8: SPECIAL MEETINGS. Special meetings of the board of
directors for any purpose or purposes shall be called at any time by the
president, or, if he is absent or unable or refuses to act, by any vice
president or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by mail or
other form of written communication, charges prepaid, addressed to him at
his address as it shown upon the records of the corporation, or if it is
not shown on such records or is not readily ascertainable, at the place in
which the meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the United States
mail or delivered to the telegraph company in the place in which the
principal office of the corporation is located at least forty-eight (48)
hours prior to the time of the holding of the meeting. In case such notice
is delivered as above provided, it shall be so delivered at least twenty-
four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
SECTION 9: NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be
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<PAGE>
given to absent directors, if the time and place be fixed at the meeting
adjourned.
SECTION 10: ENTRY OF NOTICE. Whenever any director has been absent
from any special meeting of the board of directors, an entry in the minutes
to the effect that notice has been duly given shall be conclusive and
incontrovertible evidence that due notice of such special meeting was given
to such director, as required by law and the By-Laws of the corporation.
SECTION 11: WAIVER OF NOTICE. The transactions of any meeting of the
board of directors, however called and noticed or wherever held, shall be
as valid as though had a meeting duly held after regular call and notice,
if a quorum be present, and if, either before or after the meeting, each of
the directors not present sign a written waiver of notice or a consent to
holding such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
SECTION 12: QUORUM. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or
made by a majority of the directors present at a meeting duly held at which
a quorum is present, shall be regarded as the act of the board of
directors, unless a greater number be required by law or by the Articles of
Incorporation.
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<PAGE>
SECTION 13: ADJOURNMENT. A quorum of the directors may adjourn any
director's meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the directors
present at any directors meeting, either regular or special, may adjourn
from time to time until the time fixed for the next regular meeting of the
board.
SECTION 14: FEES AND COMPENSATION. Director shall not receive any
stated salary for their services as directors, but by resolution of the
board, a fixed fee, with or without expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation therefor.
ARTICLE IV
Officers
SECTION 1: OFFICERS. The officers of the corporation shall be a
president, a secretary, and a treasurer. The corporation may also have, at
the discretion of the board of directors, a chairman of the board, one or
more vice presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article. Officers
other than president and chairman of the board need not be directors. Any
person may hold two or more offices.
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<PAGE>
SECTION 2: ELECTION. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section
3 or Section 5 of this Article, shall be chosen annually by the board of
directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be
elected and qualified.
SECTION 3: SUBORDINATE OFFICERS, ETC. The board of directors may
appoint such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have authority and perform
such duties as are provided in the By-Laws or as the board of directors may
from time to time determine.
SECTION 4: REMOVAL AND RESIGNATION. Any officer may be removed,
either with or without cause, by a majority of the directors at the time in
office, at any regular or special meeting of the board.
Any officer may resign at any time by giving written notice to the
board of directors or to the president, or to the secretary of the
corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 5: VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or
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<PAGE>
any other cause shall be filled in the manner prescribed in the By-Laws for
regular appointments to such office.
SECTION 6: CHAIRMAN OF THE BOARD. The chairman of the board, if there
shall be such an officer, shall, if present, preside at all meetings of the
board of directors, and exercise and perform such other powers and duties
as may be from time to time assigned to him by the board of directors or
prescribed by the By-Laws.
SECTION 7: PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the board of directors to the chairman of the board, if
there be such an officer, the president shall be the chief executive
officer of the corporation and shall, subject to the control of the board
of directors, have general supervision, direction and control of the
business and officers of the corporation. He shall preside at all meetings
of the shareholders and in the absence of the chairman of the board, or if
there be none, at all meetings of the board of directors. He shall be ex-
officio a member of all the standing committees, including the executive
committee, if any, and shall have the general powers and duties of
management usually vested in the office of president of a corporation, and
shall have such other powers and duties as may be prescribed by the board
of directors or the By-Laws.
SECTION 8: VICE PRESIDENT. In the absence or disability of the
president, the vice presidents in order of their rank as fixed by the board
of directors, or if not
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<PAGE>
ranked, the vice president designated by the board of directors, shall
perform all the duties of the president and when so acting shall have all
the powers of, and be subject to all the restrictions upon, the president.
The vice presidents shall have such other powers and perform such other
duties as from time to time may be prescribed for them respectively by the
board of directors or the By-Laws.
SECTION 9: SECRETARY. The secretary shall keep, or cause to be kept,
a book of minutes at the principal office or such other places the board of
directors may order, of all meetings of directors and shareholders, with
the time and place of holding, whether regular or special, and if special,
how authorized, the notice thereof given, the names of those present at
directors meetings, the number of shares present or represented at
shareholders' meetings and proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal
office, a share register, or a duplicate share register, showing the names
of the shareholders and their addresses; the number and classes of share
held by each; the number and date of certificates issued for the same, and
the number and date of cancellation of every certificate surrendered for
cancellation.
The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the board of directors required by the
By-Laws or by law to be given, and he shall keep the seal of the
corporation in safe
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<PAGE>
custody, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or the By-Laws.
SECTION 10: TREASURER. The treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus and shares. Any surplus, including earned surplus, paid-
in surplus and surplus arising from a reduction of stated capital, shall be
classified according to source and shown in a separate account. The books
of account shall at all times be open to inspection by any director.
The treasurer shall deposit all money and other valuables in the name
and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to
the president and directors, whenever they request it, an account of all of
his transactions as treasurer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or the By-Laws.
ARTICLE V
Miscellaneous
SECTION 1: RECORD DATE AND CLOSING STOCK BOOKS. The board of
directors may fix a time, in the future, not
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<PAGE>
exceeding fifteen (15) days preceding the date of any meeting of
shareholders, and not exceeding thirty (30) days preceding the date fixed
for the payment of any dividend or distribution, or for the allotment of
rights, or when any change or conversion or exchange of shares shall go
into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting, or entitled to
receive any such dividend or distribution, or any such allotment of rights,
or to exercise the rights in respect to any such change, conversion or
exchange of shares, and in such case only shareholders of record on the
date so fixed shall be entitled to notice of and to vote at such meetings,
or to receive such dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after any record date fixed
aforesaid. The board of directors may close the books of the corporation
against transfers of shares during the whole, or any part of any such
period.
SECTION 2: INSPECTION OF CORPORATE RECORDS. The share register or
duplicate share register, the books of account, and minutes of proceedings
of the shareholders and directors shall be open to inspection upon the
written demand of any shareholder or the holder of a voting trust
certificate, at any reasonable time, and for a purpose reasonably related
to his interests as a shareholder, or as the holder of a voting trust
certificate, and shall be
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<PAGE>
exhibited at any time when required by the demand of ten percent (10%) of
the shares represented at any shareholders' meeting. Such inspection may
be made in person or by an agent or attorney, and shall include the right
to make extracts. Demand of inspection other than at a shareholders'
meeting shall be made in writing upon the president, secretary or assistant
secretary of the corporation.
SECTION 3: CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for payment of money, notes or other evidences of indebtedness, issued in
the name of or payable to the corporation, shall be signed or endorsed by
such person or persons and in such manner as, from time to time, shall be
determined by resolution of the board of directors.
SECTION 4: ANNUAL REPORT. The board of directors of the corporation
shall cause to be sent to the shareholders not later than one hundred
twenty (120) days after the close of the fiscal or calendar year an annual
report.
SECTION 5: CONTRACT, ETC., HOW EXECUTED. The board of directors,
except as in the By-Laws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract, deed or lease or
execute any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances; and unless
so authorized by the board of directors, no officer, agent or employee
shall have any power or authority to bind the corporation by any contract
or
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<PAGE>
engagement or to pledge its credit to render it liable for any purpose or
to any amount.
SECTION 6: CERTIFICATE OF STOCK. A certificate of certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid up. All such certificates
shall be signed by the president or a vice president and the secretary or
an assistant secretary, or be authenticated by facsimiles of the signature
of the president and the written signature of the secretary or an assistant
secretary. Every certificate authenticated by a facsimile of a signature
must be countersigned by a transfer agent or transfer clerk.
Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the board of directors or the By-Laws
may provide; provided, however, that any such certificate so issued prior
to full payment shall state the amount remaining unpaid and the terms of
payment thereof.
SECTION 7: REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS. The
president or any vice president and the secretary or assistant secretary of
this corporation are authorized to vote, represent and exercise on behalf
of this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of
this corporation
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<PAGE>
or corporations may be exercised either by such officers in person or by
any person authorized so to do by proxy or power of attorney duly executed
by said officers.
SECTION 8: INSPECTION OF BY-LAWS. The corporation shall keep in its
principal office for the transaction of business the original or a copy of
the By-Laws as amended, or otherwise altered to date, certified by the
secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
ARTICLE VI
Amendments
SECTION 1: POWER OF SHAREHOLDERS. New By-Laws may be adopted or these
By-Laws may be amended or repealed by the vote of shareholders entitled to
exercise a majority of the voting power of the corporation or by written
assent of such shareholders.
SECTION 2: POWER OF DIRECTORS. Subject to the right of shareholders
as provided in Section 1 of this Article VI to adopt, amend or repeal By-
Laws, By-Laws other than a By-Law or amendment thereof changing the
authorized number of directors may be adopted, amended or repealed by the
board of directors.
SECTION 3: ACTION BY DIRECTORS THROUGH CONSENT IN LIEU OF MEETING.
Any action required or permitted to be taken at any meeting of the board of
directors or of any committee thereof, may be taken without a meeting, if
a written consent thereto is signed by all the members of the
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<PAGE>
board or such committee. Such written consent shall be filed with the
minutes of proceedings of the board or committee.
/s/ RAFAEL CONTE
-------------------------------
Rafael Conte, Secretary
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<PAGE>
EXHIBIT C
PRIVATE PLACEMENT MEMORANDUM
DATED 10/3/95
<PAGE>
TABLE OF CONTENTS 4,000,000 SHARES
SUITABILITY STANDARDS. . .1 TAMPA BAY CORPORATION.
SUMMARY OF OFFERING. . . .2
THE COMPANY. . . . . . . .3 -----------------------------------
BUSINESS . . . . . . . .3
PRODUCTS . . . . . . . .3 PRIVATE PLACEMENT
PERSONNEL AND MEMORANDUM
MANAGEMENT . . . . . . . 3 -----------------------------------
CAPITALIZATION . . . . . 4
RISK FACTORS . . . . . . . 5 No broker-dealer or other person has
OPERATING RISKS. . . . . 5 been authorized to give any information or
INVESTMENT RISKS . . . . 5 to make any representations other than
TERMS OF THE OFFERING . . 6 those contained in this Private Placement
DESCRIPTION OF STOCK . . . 7 Memorandum, and if given or made, such
SECURITY OWNERSHIP OF information or representations must not be
CERTAIN BENEFICIAL OWNERS relied upon as having been authorized by
AND MANAGEMENT . . . . . . 7 the Company. This Private Placement
APPLICATION OF FUNDS . . . 8 Memorandum does not constitute an offer to
DILUTION . . . . . . . . . 8 sell or a solicitation of an offer to buy
CONFLICTS OF INTEREST. . . 9 any securities in any jurisdication to any
LEGAL PROCEEDINGS. . . . .10 person to whom it is unlawful to make such
SUBSCRIPTION FOR SHARES. .10 offer or solicitation in such jurisdiction.
LIST OF OTHER MATERIAL Neither the delivery of this Private
DOCUMENTS. . . . . . . . .10 Placement Memorandum nor any sale made
hereunder shall under any circumstances
EXHIBITS create any implication that there has been
no change in the affairs of the Company
A. Form Subscription Document since the date hereof.
OCTOBER 3, 1995
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<PAGE>
Offered To: Memorandum No.
------------------ ----------
PRIVATE OFFERING MEMORANDUM
TAMPA BAY CORPORATION
2728 E. Indian School Road, Suite 29
Phoenix, AZ 85018
October 3, 1995
Tampa Bay Corporation, a Nevada corporation ("Company"), hereby offers
to certain qualified investors ("Investors") 4,000,000 shares of its
common stock, par value $0.001 per share (singularly "Share" and
collectively "Shares").
Offering Price: $ .05 per Share
Minimum Investment: $ 4,000.00 (100,000 Shares)
Maximum Offering: $200,000.00 (4,000,000 Shares)
________________________________________________________________________
THE PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND
IMMEDIATE SUBSTANTIAL EQUITY VALUE DILUTION. THESE SECURITIES SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.
________________________________________________________________________
THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES
REGULATORY AUTHORITY. THESE SECURITIES ARE BEING OFFERED PURSUANT TO
EXEMPTIONS FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED ("1933 ACT"), AND FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES LAWS OF THE STATES IN WHICH THE SECURITIES WILL BE OFFERED.
THE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH
REGISTRATION ACT AND APPLICABLE STATE LAW PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.
________________________________________________________________________
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SEC, NOR BY THE SECURITIES REGULATORY AUTHORITY ANY STATE, NOR HAS THE
SEC OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF
THIS OFFERING OR THE ACCURACY OR. ADEQUACY OF THIS PRIVATE OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
________________________________________________________________________
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<PAGE>
Price to Proceeds to
Investors (1) Commission Company (2)
________________________________________________________________________
Per Share $ .05 -0- $ .05
Minimum Investment $ 4,000.00 -0- $ 4,000.00
Total Maximum $200,000.00 -0- $200,000.00
________________________________________________________________________
(1) The Shares are offered for cash only. The offering price per
Share has been arbitrarily established by the Company and bears no
relationship to earnings, book value or other recognized criteria of value.
(2) Amounts indicated to not include legal, accounting, printing,
filing fees and miscellaneous costs, which are estimated not to exceed a
total of $6,000.00. The Company will pay a portion of the costs of this
offering ("Offering") from the proceeds of the Offering.
________________________________________________________________________
THE DELIVERY OF THIS PRIVATE OFFERING MEMORANDUM SHALL NOT CONSTITUTE
AN OFFER OR SOLICITATION TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH AN
OFFER OR SOLICITATION IS NOT AUTHORIZED AND SHALL CONSTITUTE AN OFFER ONLY
TO THE PERSON NAMED ABOVE. THIS MEMORANDUM IS PRIVATE, PERSONAL AND
CONFIDENTIAL. THE OFFEREE, BY THE ACCEPTANCE OF THIS MEMORANDUM, AGREES
NOT TO DELIVERY OR DISTRIBUTE THIS MEMORANDUM TO ANY PERSON, FIRM OR ENTITY
OTHER THAN HIS ADVISORS.
________________________________________________________________________
THE COMPANY WILL MAKE AVAILABLE TO EACH OFFEREE, HIS
REPRESENTATIVE(S), OR BOTH, THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE COMPANY OR ANY PERSON ACTING ON ITS BEHALF CONCERNING THE
TERMS AND CONDITIONS OF THIS OFFERING, TO THE EXENT THE COMPANY POSSESSES
SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.
________________________________________________________________________
The Shares are offered subject to prior sale and are offered only upon
the conditions specifically set forth in this Memorandum. This offering
will terminate on the earliest of the following events: (i) The election of
the Company, in its sole discretion, to terminate the Offering or to
suspend further issuance of the Shares, (ii) the Company accepts
subscriptions for Shares in the principal amount of $200,000.00, or (iii)
December 31, 1995. In its sole discretion, the Company may elect to
terminate this Offering at any time, even if subscriptions have been
received and accepted.
________________________________________________________________________
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<PAGE>
________________________________________________________________________
The Shares offered pursuant to this Memorandum are offered to
Investors at a price of $.05 per Share, with a minimum purchase per
Investor of 100,000 Shares or $5,000. The Company, in its sole discretion,
may accept subscriptions for less than $5,000.
________________________________________________________________________
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS
MEMORANDUM AS CONSTITUTING LEGAL OR BUSINESS ADVICE. EACH INVESTOR SHOULD
CONSULT HIS PERSONAL LEGAL COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO
LEGAL, FINANCIAL AND RELATED MATTERS CONCERNING THE INVESTMENT DESCRIBED
HEREIN AND THE SUITABILITY OF AN INVESTMENT IN THE SHARES.
________________________________________________________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS CONCERNING THE COMPANY OR THE SHARES OTHER THAN THOSE
CONTAINED IN THIS MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION
OR REPRESENTATIONS MAY NOT BE RELIED UPON.
________________________________________________________________________
FOR NEW YORK RESIDENTS ONLY: THIS PRIVATE PLACEMENT OFFERING
MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS
ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
________________________________________________________________________
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<PAGE>
TABLE OF CONTENTS
Page
----
I. SUITABILITY STANDARDS. . . . . . . . . . . . . . . . . 1
II. SUMMARY OF THE OFFERING. . . . . . . . . . . . . . . . 2
III. THE COMPANY. . . . . . . . . . . . . . . . . . . . . . 3
A. BUSINESS . . . . . . . . . . . . . . . . . . . . . 3
B. PRODUCTS . . . . . . . . . . . . . . . . . . . . . 3
C. PERSONNEL AND MANAGEMENT . . . . . . . . . . . . . 3
D. CAPITALIZATION . . . . . . . . . . . . . . . . . . 4
IV. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . 5
A. OPERATING RISKS. . . . . . . . . . . . . . . . . . 5
B. INVESTMENT RISKS . . . . . . . . . . . . . . . . . 5
V. TERMS OF THE OFFERING. . . . . . . . . . . . . . . . . 6
VI. DESCRIPTION OF STOCK . . . . . . . . . . . . . . . . . 7
VII. SECURITY OWNERSHI OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT. . . . . . . . . . . . . . . . . 7
VIII. APPLICATION OF FUNDS . . . . . . . . . . . . . . . . . 8
IX. DILUTION . . . . . . . . . . . . . . . . . . . . . . . 8
X. CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . 9
XI. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . .10
XII. SUBSCRIPTION FOR SHARES. . . . . . . . . . . . . . . .10
XIII. LIST OF OTHER MATERIALS. . . . . . . . . . . . . . . .10
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<PAGE>
I. SUITABILITY STANDARDS
PURPOSE OF THIS DOCUMENT. A primary premises of the federal and state
securities laws is that a prospective investor should make an investment
decision only after he has been advised of all material facts relating to
the investment, including the attendant risks. Thus, while the Company's
intent in preparing this Private Offering Memorandum ("Memorandum") is to
describe an investment in the Company in general terms, particular
attention has been given to a discussion of the risks involved in
purchasing the Shares. Each prospective Investor should consider carefully
all of the matters discussed in this Memorandum.
SUITABILITY OF THE INVESTMENT. A purchase of the Shares involves
significant risks and is suitable for certain Investors only. A prospective
Investor should consult with his own legal counsel, accountant, business
advisor and/or purchaser representative concerning the suitability of a
purchase of the Shares. The Company has adopted minimum suitability
standards limiting the sale of the Shares to (a) natural person (including
Individual Retirement Accounts with beneficial owners) or entities who can
represent that (i) they have a present net worth of at least $200,000, or
are purchasing in a fiduciary capacity for a person or entity having such
net worth; or (ii) they have or expect to have taxable income as defined by
the applicable Internal Revenue Code ("Code") provisions, in excess of
$50,000 in 1994 and subsequent years, or (b) Keogh plans and other tax-
exempt pensions and profit sharing trusts with total assets in excess of
$200,000. These standards represent minimum requirements for prospective
investors and do not necessarily mean that the Shares are a suitable
investment for any prospective Investor who meets these requirements. A
prospective Investor also may have to meet other suitability standards
established by the state of his residence.
The Shares are being offered pursuant to exemptions from federal
registration contained in Sections 3(b), 4(2) and 4(6) of the 1933 Act, as
amended, and Rule 504 of Regultion D promulgated under the 1933 Act and
similar statutory exemptions from registration in the slates in which this
Offering is being made. To assure compliance with the requirements of these
exemptions, a prospective Investor will be required to furnish certain
information to the Company and to make certain representations and
warranties to the Company as to his net worth, taxable income and ability
to evaluate the merits and risks of a purchase of the Shares. In addition,
each prospective Investor will be required to represent that either he, or
he and his purchaser representative together, has the ability to evaluate
the merits and risks of a purchase of the Shares based upon his knowledge
and experience in financial and business matters. Prospective Investors
using a purchaser representative must specifically designate their
purchaser representative in writing.
Each prospective Investor will be required to execute and deliver to
the Company a Subscription Agreement and Investor Suitability Form in the
form attached to this Memorandum as "Exhibit A" (the "Subscription
Document"). The Subscription Document is subject to the approval of and
acceptance by the Company. The Company may reject a subscription for any
reason.
1
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<PAGE>
II. SUMMARY OF THE OFFERING
THIS SUMMARY IS INTENDED ONLY TO GIVE HIGHLIGHTS OF THE MATERIALS
CONTAINED ELSEWHERE IN THIS MEMORANDUM. PROSPECTIVE INVESTORS ARE ADVISED
TO READ THE ENTIRE PRIVATE OFFERING MEMORANDUM CAREFULLY. ALL INFORMATION
CONTAINED IN THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
FULL TEXT OF THIS MEMORANDUM.
ISSUER. Tampa Bay Corporation, a Nevada corporation (the "Company")
is the issuer of the Shares. The address of the Company is 2728 East
Indian School Road, Suite 29, Phoenix, Arizona, 85018, telephone: (602)
840-0687.
TERMS OF THE OFFERING. The Company is offering up to 4,000,000 shares
of its common stock, par value $0.001 per share (the "Shares"). The
minimum investment for an Investor is 100,000 Shares, or $5,000. The
Company, in its sole discretion, may accept subscriptions for up to an
aggregate of 5,000,000 Shares, or $200,000.00, until December 31, 1995, or
until such earlier date as the Company determines that this Offering shall
be terminated. In its sole discretion, the Company may elect to terminate
this Offering, even if subscriptions for Shares have been received and
accepted by the Company. See "Terms of the Offering" and "Subscription for
Shares."
COMPANY'S BUSINESS. The Company is a holding company for acquired
companies. On September 20, 1995, the Company formed a wholly owned
subsidiary in which to form a Joint Venture with Sun Broadcasting, Inc.
Sun Broadcasting, Inc. is a producer of interactive multi-platform audio-
video devices known as "CD-ROM." Sun Broadcasting owns and controls
certain audio and video programs featuring various artists and performances
which are capable of being incorporated into CD-Rom programs. On September
20, 1995 the Company acquired Desert Health Products, Inc. as a wholly
owned subsidiary. Desert Health Products, Inc. markets health food
supplements and skin care related products. Also on September 20, 1995,
the Company acquired 80% of Krystal Kleer, Inc. as a subsidiary company.
Krystal Kleer, Inc. presently markets water purifiers. See "The Company -
Business".
RISK FACTORS. The Offering involves a speculative investment with
substantial risks, including those set forth under the heading entitled
"Risk Factors". Although the Company will use its best efforts to protect
the investments of the Investors, there is no assurance that the Company's
efforts will be successful. Accordingly, a prospective Investor should not
view the Company or its officers, directors, employees or agents as
guarantors of the financial success of an investment in the Shares. See
"Risk Factors".
LIMITED TRANSFERABILITY OF THE SHARES. The Shares have not been
registered under the 1933 Act or the securities laws of any state.
However, the shares of common stock purchased pursuant to this Offering
will not be "restricted" shares. See "Risk Factors", "Terms of the
Offering" and "Subscription for Share".
2
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<PAGE>
LIMITATION OF LIABILITY. Except for the amounts paid by Investors for
their purchase of any Shares and as required by Nevada law, no Investor
will be liable for any debts of the Company or be obligated to contribute
any additional capital or funds to the Company. See "Risk Factors".
SUITABILITY STANDARDS. Each Investor must meet certain eligibility
standards established by the Company for the purchase of the Shares. See
"Suitability Standards - Suitability of the Investment", "Terms of the
Offering" and "Subscription for Shares".
USE OF PROCEEDS. The Company plans to distribute the monies obtained
from this Offering in order toue operations.
III. THE COMPANY
A. BUSINESS
The Company was incorporated under the laws of the State of Nevada on
the 18th day of March 1987. The Company was organized for the purpose of
engaging in the business of production of television and radio shows for
syndication and the production of commercials. On September 20, 1995 the
Company formed three subsidiaries: including, a Joint Venture with Sun
Broadcasting, Inc., the Company acquired 100% of Desert Health Products,
Inc. and 80% of Krystal Kleer, Inc.
B. PRODUCTS
Sun Broadcasting, Inc. is a producer of interactive multi-platform
audio-video devices known as "CD-ROM." Sun Broadcasting owns and controls
certain audio and video programs featuring various artists and performers
which are capable of being incorporated into CD-Rom programs. Desert
Health Products, Inc. markets health food supplements and skin care related
products. Krystal Kleer, Inc. presently markets water purifiers.
C. PERSONNEL AND MANAGEMENT
OFFICERS AND DIRECTORS. The following information sets forth the
names of the officers and directors of the Company, their present position
with the Company and biographic information:
NAME POSITION HELD SINCE
- ---- -------- ----------
Jeffrey S. Taylor President September 1995
Randy Howard Secretary September 1995
MR. RANDALL HOWARD was the president of AutoLogic, Inc. from 1992
until 1994. AutoLogic, Inc. marketed anti-theft systems for automobiles.
He has owned and operated several direct sales related businesses over the
years.
3
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<PAGE>
MR. JEFFREY TAYLOR is the Owner of Digital Ink, a graphic design firm.
Mr. Taylor has been the owner of Digital Ink since 1988. Prior to this
venture he was a licensed Stock Broker working at Toluca Lake Securities in
Toluca Lake, California from 1986 to 1988. In addition, Mr. Taylor worked
at Hamilton Bonner Securities in Denver, Colorado from 1985 until 1896.
D. CAPITALIZATION
As originally incorporated, the Company was authorized to issue
50,000,000 shares of common stock at a par value of $0.001 per share.
On December 4, 1990 the Company's shareholders consented to a one-for-
twenty (1:20) share reverse split of the Company's issued and outstanding
common stock.
If all of the shares being offered by the Company pursuant to this
Offering are sold, the Company will have a total of 4,982,100 shares of
common stock issued and outstanding.
The capitalization of the Company as of June 30, 1995, and the
adjusted capitalization of the Company giving effect to the sale of all
4,000,000 Shares pursuant to this Offering and the application of the
proceeds of the Offering is as follows:
Maximum
Actual As Adjusted
------ -----------
DEBT:
Total Current Liabilities $ -0- $ -0-
STOCKHOLDERS' EQUITY:
Common stock, par value $0.001; 82 4,082
authorized shares of 50,000,000;
82,100 shares outstanding;
42,082,100 shares outstanding
as adjusted
Paid in Capital 26,590 216,590
Accumulated Deficit (26,672) (26,672)
Total Stockholders' Equity -0- 194,000
Total Liabilities and $ -0- $194,000
Stockholders' Equity
4
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<PAGE>
IV. RISK FACTORS
An investment in the Shares involves a high degree of risk. No
prospective Investor should acquire the Shares unless he can afford a
complete loss of his investment. The risks described below are those which
the Company deems most significant as of the date hereof. Other factors
which may have a material impact on the operations of the Company may not
be foreseen. In addition to the other factors set forth elsewhere in this
Memorandum, prospective Investors should carefully consider the following
specific risk factors:
A. OPERATING RISKS
GENERAL. The economic success of an investment in the Shares depends,
to a large degree, upon many factors over which the Company has no control.
These factors include general economic, industrial and international
conditions; inflation or deflation; fluctuation in interest rates; the
availability of, and fluctuations in, the money supply, the Company's
competition; and governmental regulations.
COMPETITION. Each of the Company's subsidiaries has competed
successfully in its market segments with both price and quality of its
product lines.
CHANGING TECHNOLOGY. The success of the Company will depend, in part,
upon the ability of its management to keep abreast of industrial changes.
The current product lines of Krystal Kleer, Inc. are the leading edge of
the technology that is approved for sale in the United States. Krystal
Kleer is a member of the Water Quality Association and constantly stays on
top of the latest advances in the industry.
MARKETING OF PRODUCTS. The Company's success will depend, in part,
upon its ability to market its products and services. The Company intends
to support its distributors, retailers and foreign agents by continually
disseminating current information and marketing materials.
LACK OF OPERATIONAL CAPITAL. The Company may not generate substantial
operating funds during the next year. As additional funding becomes
avargins. The operational needs of the Company are in order of personnel
and marketing. These tools will allow the company to expand its sales of
existing product lines.
B. INVESTMENT RISKS
SPECULATIVE INVESTMENT. The Shares are a very speculative investment.
Although the Company is confident it will succeed in its endeavors,
Investors could lose their entire investment.
5
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<PAGE>
RESTRICTION OF TRANSFERABILITY. While the Company believes that no
restriction exists for the transfer of the Shares being offered by the
Company, an investment in the Shares may be a long-term investment.
Investors who do not wish or who are not financially able to hold the
Shares for a substantial period of time are advised against purchasing
Shares. The Shares are not registered under the 1933 Act or under the
securities laws of any state, but are being offered by the Company under
the exemption from registration provided by Rule 504 under Regulation D and
related state and foreign exceptions.
DILUTION FOR INVESTORS. A purchase of the Shares will result in no
immediate dilution of a shareholder's net tangible book value of
approximately $.05 per share if all 4,000,000 Shares are sold.
Accordingly, no proportionately greater risk of loss will be borne by the
Investors, who will, by their investment, contribute a substantial portion
of the Company's capital. See "Dissolution".
"BEST EFFORTS" OFFERING. The Shares are being offered on a "best
efforts" basis by the Company. No person or entity is committed to
purchase or take down any of the Shares offered pursuant to this Offering.
MANAGEMENT AND OPERATION EXPERIENCE. The Company's officers,
directors and other personnel have engaged in a variety of businesses and
have been involved in business financing, operations and marketing, but
their experience in these fields in limited. There is no assurance that
such experience will result in the success for the Company.
OTHER RISKS. No assurance can be given that the Company will be
successful in achieving its stated objectives, that the Company's business,
once business is undertaken by the Company, will generate cash sufficient
to operate the business of the Company or that other parties entering into
agreements relating to the Company's business will meet their respective
obligations.
V. TERMS OF THE OFFERING
The Company is offering to qualified investors a maximum of 4,000,000
Shares at a purchase price of $.05 per Share of the Company's common stock.
The Company may, in its sole discretion, terminate the Offering at any
time. The Offering will close on the earliest of December 31, 1995 or the
election of the Company when all of the Share are sold.
The minimum subscription is $5,000 (100,000 Shares) per Investor,
although the Company, in its sole discretion, may accept subscriptions for
lesser amounts.
The Shares are being offered and sold by the Company under the
exemption from registratoin contained in Rule 504 under Regulation D and
related exemptions from state registration requirements. Rule 504 permits
the Company to offer and sell its stock in an amount no exceeding
$1,000,000 to an unlimited number of persons. Until 1992, Rule
504(b)(2)(ii) imposed a limited disclosure obligation of all issuers such
as the Company which was intended to ensure that investors in a Rule 504
transaction were clearly advised of the restricted character of the
securities being offered for sale. This requirement was eliminated in
July, 1992 at which time the Securities and
6
E-51
<PAGE>
Exchange Commission adopted an amendment to Rule 504 that eliminated all
limitations on the manner of offering of stock under that rule and/or the
resale of stock purchased in reliance on that rule. Therefore, following
adoption of the 1992 amendment, the securities being offered and sold by
the Company pursuant to the present Offering are available for immediate
resale by nonaffiliates of the issuer.
The Shares are being offered on a "best efforts" basis by the Company
and certain expenses of the Offering will be paid from the proceeds of the
Offering. The Company anticipates that such expenses will not exceed
$6,000.
VI. DESCRIPTION OF STOCK
The following discussion describes the stock and other securities of
the Company.
GENERAL. The Company currently has 50,000,000 authorized common
shares, par value $0.001 per share, of which 82,100 common shares were
issued and outstanding as of September 15, 1995. All of the outstanding
common share of the Company are fully paid for and nonassessable.
VOTING RIGHTS. Each share of the 82,100 shares of the Company's
common stock held by its current shareholders is entitled to one vote at
shareholders meetings.
DIVIDENDS. The Company has never paid a dividend and does not
anticipate doing so in the near future.
OPTIONS. The Company currently has no options outstanding in relation
to its common stock.
MISCELLANEOUS RIGHTS AND PROVISIONS. Shares of the Company's common
stock have no preemptive rights. The Shares do not have any conversion
rights, no redemption or sinking fund provisions, and are not liable to
further call or assessment. The Shares when paid for by Investors, will be
fully paid and nonassessable. Each share of the Company's common shares is
entitled to share ratably in any asset available for distribution to
holders of equity securities upon the liquidation of the Company.
VII. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
As of the date of this Disclosure Memorandum there is no individual or
group that owns in excess of 5% of the Company's common shares, nor do
either of the Directors/Officers own any percentage of the Company's common
shares. As of September 15, 1995, the Company had approximately 40
shareholders of record.
7
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<PAGE>
VII. APPLICATION OF FUNDS
The Company will incur expenses in connection with the Offering in an
amount anticipated not to exceed $6,000.00 for legal fees, accounting fees,
filing fees, printing costs and other expenses. If the maximum number of
Shares are sold, the Company anticipates that the net proceeds to it from
the Offering will be as follows:
Maximum
Item Shares Sold
---- -----------
Gross Proceeds of Offering $200,000.00
LESS: Costs of Offering $ 6,000.00
TOTAL PROCEEDS RECEIVED: $194,000.00
NET FUNDS AVAILABLE TO COMPANY
The Company estimates that the costs of the Offering will be as
follows: (I) legal fees of approximately $5,000, (ii) accounting fees of
approximately $700, (iii) filing fees of approximately $150, and (iv)
printing and other miscellaneous costs of approximately $150.
The Company may need additional amounts of capital before it can
realize commercial sales of any product. These monies will have to come
from borrowing or the future sale of the Company's common stock.
IX. DILUTION
As of September 15, 1995, the officers, directors, organizers and
present shareholders of the Company owned a total of 82,100 shares of the
Company's common stock. These shares of common stock had a total net
tangible book value at September 15, 1995 of ($0). Net tangible book value
per share represents the amount of total tangible assets of the Company
less its total liabilities, divided by the number of shares of common stock
subject to outstanding options. After giving effect to the sale of all
4,000,000 Shares offered pursuant to this Offering, at a purchase price of
$.05 per Share (less anticipated offering expenses of up to $6,000) the
unaudited pro forma net tangible book value of the Company at such date
would have been $194,000, or $.05 per share. These amounts represent an
anticipated immediate increase in value per share for the present
shareholders of the Company's common stock, but no immediate anticipated
dilution per share for the purchasers of the Shares pursuant to the
Offering.
The following table illustrates the anticipated per share dilution to
Investors after giving
8
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<PAGE>
effect to the sale of Shares offered pursuant to the Offering.
MAXIMUM
OFFERING
--------
Shares to be outstanding
upon completion of Offering 4,082,100
Net tangible book value prior $ -0-
to Offering
Net tangible book value $ .05
after Offering
Offering Price (per share) $ .05
Dilution to Investors (per share) $ -0-
Gain to present shareholders
(per share) $ .05
X. CONFLICTS OF INTEREST
The Company is subject to various conflicts of interest arising out of
its relationships with its officers and directors. Because the Company
will be operated by its officers and directors, these conflicts will not be
resolved through arms-length negotiations, but through the exercise of such
officers' and directors' judgment, consistent with their fiduciary
responsibility to the Investors and the Company's investment objectives and
policies. These potential conflicts include, among others, those listed
below.
GENERAL COMPETITION. The Company's officers and directors engage, for
their own account, or for the account of others, in business activities
other than those of the Company. Neither the Company nor any shareholder
of the Company will be entitled to any interest in such business
activities. The officers and directors will owe a fiduciary and legal
responsibility to the Company and may also owe similar obligations to other
corporation, partnerships or investor groups. As a result, there may be
conflicting demands on the time and efforts of the officers and directors.
While these conflicts cannot be eliminated, the officers and directors
believe such conflicts will not materially affect their obligation to act
in the best interests of the Investors or the Company.
LACK OF SEPARATE REPRESENATATION. The Company, its shareholders,
affiliates and the Investors are not represented by separate counsel and it
is not anticipated that they will be represented by separate counsel in the
future.
COUNSEL. Jeffery Bradpiece, Esq. of Torrance, California, serves as
legal counsel to the
9
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<PAGE>
Company and may, from time to time, serve in such capacity to the Company's
affiliates. Mr. Bradpiece may not act as counsel to other corporation or
entities organized by the officers and directors of the Company.
BENEFITS TO CURRENT SHAREHOLDERS. The current shareholders will
receive an immediate increase in the value of the common stock of the
Company they currently hold as a result of the purchase of the Shares by
Investors pursuant to this offering. See "Dilution".
XI. LEGAL PROCEEDINGS
The Company is aware of no legal proceedings that may have material
impact on its business at this time.
XII. SUBSCRIPTION FOR SHARES
To subscribe for the Shares offered hereby, an Investor must complete
and sign the Subscription Document. Examples of that document is attached
hereto as "Exhibit A". The Subscription Document, together with a
certified check, bank cashier's check, money order or a personal check for
the appropriate amount of money as set forth in the Subscription Document
must be tendered to the Company by each prospective Investor with his
Subscription Document.
Each prospective Investor will be required specifically to: (a)
acknowledge receipt of this Memorandum; (b) represent that his subscription
is based on no information other than that provided in this Memorandum; (c)
represent his conformance to the Investor suitability standards required of
purchasers of the Shares; and (d) acknowledge his recognition of the risks
involved in purchasing the Shares.
THE COMPANY WILL RELY UPON THE ACCURACY OF EACH PROSPECTIVE
INVESTORS'S REPRESENTATIONS AS SET FORTH IN THE SUBSCRIPTION DOCUMENT. THE
COMPANY MAY REQUIRE ADDITION EVIDENCE THAT A PROSPECTIVE INVESTOR MEETS THE
STANDARDS SET FORTH IN THIS MEMORANDUM AT ANY TIME PRIOR TO ACCEPTANCE OF
A PROSPECTIVE INVESTOR'S SUBSCRIPTION. A PROSPECTIVE INVESTOR IS NOT
REQUIRED TO SUPPLY SUCH INFORMATION, BUT THE COMPANY MAY REJECT A
SUBSCRIPTION DOCUMENT OF ANY PROSPECTIVE INVESTOR WHO FAILS TO SUPPLY SUCH
INFORMATION.
XIII. LIST OF OTHER MATERIAL DOCUMENTS
The originals or copies of the documents discussed herein are
available for inspection by potential Investors at the offices of the
Company. Prospective Investors may request to review such other documents
during normal business hours, as long as such request do not result in an
undue financial burden on the Company.
10
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<PAGE>
EXHIBIT D
STOCK CERTIFICATE FOR
5,000 SHARES OF TAMPA SUN, INC.
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<PAGE>
A NEVADA CORPORATION
NUMBER SHARES
1001 **5,000**
TAMPA SUN, INC.
AUTHORIZED SHARES 10,000 * PAR VALUE $.001
THIS CERTIFIES THAT TAMPA BAY CORPORATION is the owner of ***Five
Thousand*** Shares of the Capital Stock of TAMPA SUN, INC. transferable
only on the books of the Corporation by the holder hereof in person or by
Attorney upon surrender of this certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this instrument to be
signed by its duly authorized officers and to be seated with the rest of
the Corporation.
SEAL
OF
INCORPORATION this 15th day of October, 1995
10-04-95
/s/ Steve Rosenbaum /s/ James M. Richard
--------------------- ---------------------
Steve Rosenbaum, James M. Richard,
President Secretary
SHARES ***5,000 EACH
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<PAGE>
EXHIBIT E
BOARD MEETING MINUTES
OF 9/20/95:
FORMATION OF TAMPA SUN, INC.
<PAGE>
Minutes of Directors Meeting
Of
Tampa Bay Corporation
_______________________________________________________________________
A meeting of the Board of Directors of Tampa Bay Corporation was held
on the 20th day of September, 1995 at 10:00 A.M.
There were present and participating at the meeting, either in person
or telephonically, Mr. Randy Howard and Mr. Jeffery Taylor. Mr. Taylor
acted as Chairman. The minutes of the last meeting were read and approved.
The first item of discussion was concerning the election of officers
of the Company. It was agreed that Jeffery Taylor be elected as President
and Randy Howard be elected as Secretary/Treasurer. Upon motion duly made
and seconded with all in favor, it was;
RESOLVED, that Jeffery Taylor be President and Randy Howard be the
Company's Secretary/Treasurer of the Company.
The next item of discussion related to the appointment of Holladay
Stock Transfer to be the Company's transfer agent. It was also agreed that
the Company notify the current transfer agent of the change of transfer
agents and to send all transfer records to Holladay Transfer. It was also
noted that a 90 day written notice of cancellation of service is in the
contract, therefor the Company will have two transfer agents until the
records are forwarded to Holladay. Upon motion duly made, seconded and
unanimously carried with all in favor, it was;
RESOLVED, that Holladay Stock Transfer located in Phoenix, AZ be
appointed to serve as the Company's transfer agent.
FURTHER RESOLVED, that the Company provide the current transfer
agent with a ninety day written notice of cancellation of service.
The third item of business to be discussed was concerning the Company
doing a Private Placement 504 Memorandum for 4,000,000 at $.05 per share.
After thorough discussion and upon motion duly made, seconded and
unanimously carried; it was,
RESOLVED, that the Company execute the issuance of a Private Placement
504 Registration authorizing 4,000,000 shares at $.05 per share.
The fourth item to be discussed was concerning a business opportunity
with Sun Broadcasting Systems, Inc. in Palm Springs, CA. By forming a
wholly owned subsidiary, the Company will joint venture with Sun
Broadcasting by providing funds to produce CD-ROM programs. Tampa Bay can
earn up to 50% of the net profits on the CD-ROM programs it funds. It was
agreed that the Company proceed with the joint venture and authorize
Randall Howard to act
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<PAGE>
and sign the agreement with Sun Broadcasting and attach said agreement to
these minutes upon final agreement. After a thorough discussion and upon
motion duly made, seconded and unanimously carried, it was;
RESOLVED, that the Company form a wholly owned subsidiary to Joint
Venture with Sun Broadcasting.
FURTHER RESOLVED, that Randall Howard be given the authority to
negotiate the agreement with Sun Broadcasting and the agreement to be
attached and be a part of these minutes.
The next item of business was concerning the acquisition of Desert
Health Products, Inc. an Arizona corporation as a wholly owned subsidiary
which markets health food supplements and skin related products. The
Company can acquire 100% of Desert Health by issuing 1,200,000 shares of
its unissued stock. Upon motion duly made, seconded and unanimously
carried, it was;
RESOLVED, that the company acquire 100% of Desert Health Products,
Inc. as a wholly owned subsidiary by issuing 1,200,000 shares of its
unissued common stock.
The sixth item of business was concerning the business opportunity of
acquiring 80% of Krystal Kleer, Inc., a Delaware corporation, as a
subsidiary of the Company. Krystal Kleer presently markets water
purifiers. It was agreed that the Company issue 1,100,000 shares of its
unissued common shares of stock. Upon motion duly made, seconded and
unanimously carried, it was;
RESOLVED, that the Company acquire 80% of Krystal Kleer, Inc. as a
subsidiary of Tampa Bay by issuing 1,100,000 shares of its unissued
common shares.
The next item of business was concerning the issuance of 2,000,000
shares of the Company's unissued common shares to Equity Investors, Inc.
Equity Investors has been responsible for the formation of the Company and
introducing and finalizing the businesses that are being merged into the
Company. After a short discussion and upon motion duly made, seconded and
unanimously carried with all in favor, it was;
RESOLVED, that the Company issue 2,000,000 shares of its unissued
common shares to Equity Investors, Inc.
The last item of business to be discussed was concerning the need for
a shareholder meeting. After a thorough discussion, it was agreed that the
meeting would be held on October 6, 1995, at 10:00 a.m., at Sun
Broadcasting Systems located at 1000 E. Tahquitz Canyon Way, Palm Springs,
CA 92262 with the following agenda be presented to the shareholders:
a. Elect the following as directors of the Company: Bill Brin,
Larry Olson, Jeffery Taylor, Randall Howard, and Tina Andreas.
b. To increase the aggregate number of shares authorized to issue
from 50,000,000 shares to 55,000,000 of which 50,000,000 shares
shall be $.001 par value Common
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<PAGE>
Stock and 5,000,00 par value $.25 preferred shares.
c. To authorize the Directors to amend Article Four of the Articles
of Incorporation whereas the aggregate number of shares which
this Corporation is authorized to issue is 55,000,000 of which
50,000,000 shares shall be $.001 par value Common Stock and
5,000,000 par value $.25 preferred shares.
d. To authorize the Directors tocreatet an Employee Stock Option
Plan.
e. To ratify all past actions by the Board of Directors.
f. To transact such other business that may properly come before the
meeting or any adjournment or adjournments thereof.
After a long and thorough discussion and upon motion duly made,
seconded and unanimously carried; it was;
RESOLVED, that the Shareholders Meeting of the Company will be on
October 6, 1995, at the offices of Sun Broadcasting Systems located at
1000 E. Tahquitz Canyon Way, PalmSpringss, CA 92262 at 10:00 a.m. with
the following items to be approved by the shareholders:
a. Elect the following as directors of the Company: Bill Brin,
Larry Olson, Jeffrey Taylor, Randall Howard, and Tina Andreas.
b. To increase the aggregate number of shares authorized to issue
from 50,000,000 shares to 55,000,000 of which 50,000,000 shares
shall be $.001 par value Common Stock and 5,000,00 par value $.25
preferred shares.
c. To authorize the Directors to amend Article Four of the Articles
of Incorporation whereas the aggregate number of shares which
this Corporation is authorized to issue is 55,000,000 of which
50,000,000 shares shall be $.001 par value Common Stock and
5,000,000 par value $.25 preferred shares.
d. To authorize the Directors to create an Employee Stock Option
Plan.
e. To ratify all past actions by the Board of Directors.
f. To transact such other business that may properly come before the
meeting or any adjournment or adjournments thereof.
There being no further business, and upon motion duly made and
seconded the meeting was adjourned.
/s/ RANDALL HOWARD
- ----------------------------------
Randall Howard, Secretary
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<PAGE>
EXHIBIT F
BOARD MEETING MINUTES
AND LETTER OF 10/31/95:
CANCELLATION OF KRYSTAL KLEER
AND DESERT HEALTH PRODUCTS
ACQUISITION
<PAGE>
Minutes of Directors Meeting
Of
Tampa Bay Corporation
_______________________________________________________________________
A meeting of the Board of Directors of Tampa Bay Corporation was held
on the 31st day of October, 1995 at 10:00 A.M. at the offices of the
corporation located at 4530 N. 40th Street, in Phoenix, Arizona.
There were present and participating at the meeting, either in person
or telephonically, Mr. Randy Howard, Mr. Allen Stout, Mr. William Brin and
Mr. Larry Olson. Mr. Jeffrey Taylor was unable to attend the meeting. Mr.
Brin acted as Chairman. Mr. Allen Stout, the Secretary read the minutes of
the last meeting and they were approved.
The first item of discussion related to the acquisition of Krystal
Kleer. Previously the Board had agreed to issue 1,100,000 shares of the
Company's stock in order to acquire Krystal Kleer. The shares were issued;
however, the deal was to be consummated contingent upon the management of
Krystal Kleer providing certified, audited financial statements. After
reviewing the financial statements provided by Krystal Kleer, the Board of
Directors discovered many discrepencies. Most importantly, the financial
statements provided were not audited nor certified; furthermore, in the
cover letter furnished by the C.P.A., the C.P.A. specifically clarifies
that "Management has elected to omit financial statement disclosure. If
the omitted disclosures were included in the financial statements, they
might influence the user's conclusions about the Company's financial
status." Therfore, the C.P.A. refuses to express an opinion or any other
form of assurance of the financial statements of Krystal Kleer. In
addition, the Board discovered that Krystal Kleer is currently invlolved in
litigation whereby Krystal Kleer may be responsible for more than $300,000
in restitution. After a long discussion, the board decided that, at this
time, it would be in the best interest of the Company not to acquire
Krystal Kleer. Also, it will be necessary to cancel the 1,100,000 shares
previously issued in this transaction. If Krystal Kleer is able to provide
accurate, certified, audited financial statements whereby the Board
recognizes a suitable venture, then at that time, the Board will re-
evaluate the acquisition. After motion duly made, seconded and unanimously
carried; it was,
RESOLVED, that due to the lack of apparent value and the previous
nondisclosure of impending litigation, the Board of Directors feels
that, at this time, it is not in the best interest of the Company's
Shareholders to consummate the acquisition of Krystal Kleer.
Therefore, the Board recommends the immediate termination of any and
all implied agreements by and between the Company and Krystal Kleer,
based on the lack of full disclosure and possible misrepresentations
made by the management of Krystal Kleer. And be it,
FURTHER RESOLVED, that the 1,100,000 shares of the Company's common
stock that was previously issued for the acquisition of Krystal Kleer
be immediately canceled.
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<PAGE>
The second item of discussion related to the acquistion of Desert
Health Products. Previously the Board had agreed to issue 1,200,000 shares
of the Company's stock in order to acquire Desert Health Products. The
shares were issued; however, the deal was to be consummated contingent upon
the management of Desert Health Products providing ceritified, audited
financial statements, a Business Plan, and an inventory and description of
products. At this time, none of the foregoing criteria has been satisfied;
thereby making it impossible for the Board to ratify its decision to
acquire Desert Health Products. After a long discussion, the Board decided
that, at this time, it would be in the best interest of the Company not to
acquire Desert Health Products. Also, it will be necessary to cancel the
1,200,000 shares previously issued in this transaction. If Desert Health
Products is able to provide full documentation as requested by the Board,
and the Board recognizes a suitable venture, then at that time the Board
will re-evaluate the acquisition. After motion duly made, seconded and
unanimously carried; it was,
RESOLVED, that in the interest of its Shareholders, the Board reject
the fianl consummation of the acquisition of Desert Health Products
based on the lack of information provided (i.e. audited financial
statements, Business Plan, inventory of products and description of
products) by Desert Health Products as requested by the Company. And
be it,
FURTHER RESOLVED, that the Company cancel the 1,200,000 shares of the
Company's common stock previously issued for the acquistion of Desert
Health Products.
The third item of discussion related to the marketing of various
products that may be introduced worldwide by the Company. Whereas, Mr.
Larry Olson is an agent for a company that is licensed to manufacture
various products; furthermore, Mr. Olson is able to arrange for the
exclusive marketing rights of these products, the Board discussed marketing
the following five products: 1. Fat Blocker, a tablet which is
instrumental in weight control; 2. an anti-oxidant, a dietary supplement;
3. a condensed fruit tablet, a dietary supplement; 4. a condensed
vegatable tabblet, a dietary supplement; and, 5. Epitome, a water
treatment bacteria, being an innovative process of disinfecting and
purifying water. After a discussion relating to the benefits and potential
profits these products offer, it was decided to issue 800,000 shares of the
Company's common stock of which 350,000 shares shall be issued to Larry
Olson and/or his niminnees and 450,000 shall be issued to William Brin
and/or his nominees in order to secure the marketing rights of the
aforementioned products on a world wide basis. Also, an additional
1,500,000 shares of the Company's common stock may be issued as per the
Performance Agreement which is attached and a part of these minutes. After
motion duly made, seconded and unanimoulsy carried; it was,
RESOLOVED, that the Company issue 800,000 shares of the company's
common stock of which 350,000 shares shall be issued to Larry Olson
and/or his nominnees and 450,000 shall be issued to William Brin
and/or his nominees in order to secure the marketing rights of the
aforementioned products on a world wide basis. And be it,
FURTHER RESOLVED, that an additional 1,500,000 shares of the Company's
common stock may be issued as per the Performance Agreement which is
attached and a part of these minutes.
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<PAGE>
The last item of discussion related to the issuance of 5,000 shares
per year of the Company's common stock to each of the directors. These
shares will be earned semi-annually; however, the shares will be issued
only once a year. After motion duly made, seconded and unanimously
carried; it was,
RESOLVED, that the Company issue 5,000 shares per year of the
Company's common stock to each of the directors. These shares will be
earned semi-annually; however, the shares will be issued only once a
year.
There being no further business, and upon motion duly made and
seconded, the meeting was adjourned.
/s/ ALLEN STOUT
- ----------------------------------
Allen Stout, Secretary
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<PAGE>
CERTIFIED COPY OF RESOLUTIONS
ADOPTED BY THE BOARD OF DIRECTORS
OF
TAMPA BAY CORPORATION
I, Allen Stout, being the duly elected Secretary of Tampa Bay
Corporation, a corporation currently organized and existing under and by
virtue of the Laws of Nevada, hereinafter called this Corporation, do
hereby certify that the following is a true and complete copy of a
resolution duly adopted at the meeting of the Board of Directors of this
Corporation, duly called and held on the 31st day of October, 1995, and a
quorum was present and voting; that said resolutions are still in force and
effect and have not been rescinded, and that said resolutions are not in
conflict with the Charter or By-Laws of this Corporation.
RESOLVED, that due to lack of apparent value and the previous
nondisclosure of impending litigation the Board of Directors feels
that, at this time, it is not in the best interest of the Company's
Shareholders to consummate the acquisition of Krystal Kleer.
Therefore, the Board recommends the immediate termination of any and
all implied agreements by and between the Company and Krystal Kleer,
based on the lack of full disclosure and possible misrepresentations
by the management of Krystal Kleer. And be it,
FURTHER RESOLVED, that the 1,100,000 shares of the Company's common
stock that was previously issued for the acquisition of Krystal Kleer
be immediately canceled.
RESOLVED, that in the interests of its Shareholder, the Board reject
the final consummation of the acquisition of Desert Health Products
based on the lack of information provided (i.e. audited financial
statements, Business Plan, inventory and description of products) by
Desert Health Products as requested by the Company. And be it,
FURTHER RESOLVED, that the Company cancel the 1,200,000 shares of the
Company's common stock previously issued for the acquisition of Desert
Health Products.
In Witness Whereof, I have set my hand on this 7th day of November,
1995.
/s/ Allen Stout
- -----------------------
Allen Stout, Secretary
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<PAGE>
TAMPA BAY CORPORATION
_____________________________________________________________________
4530 N. 40th Street * Phoenix, AZ 85018 * 602-912-9777 * Fax: 912.9888
Holladay Stock Transfer
Attn: Sharon Owen
4530 East Camelback Road 100-F
Phoenix, AZ 85018
November 7, 1995
Re: Cancellation of 2,300,000 Shares
Dear Sharon,
Previously an aggregate of 2,300,000 shares of Tampa Bay Corporation's
common stock was issued in order to acquire Krystal Kleer and Desert Health
Products. However, the final transaction was never consummated; therefore,
the Board of Directors has resolved to cancel the shares previously issued.
The shares were issued as follows: 2,000,000 shares were issued in the
name of Dromedary, 200,000 shares were issued in the name of William Brin,
and 100,000 shares were issued in the name of Larry Olson. A Certified
Copy of Resolutions Adopted By The Board of Directors regarding the
cancellation of the aforementioned shares is enclosed. Please cancel the
2,300,000 shares immediately.
Sincerely,
/s/ Allen Stout
- -----------------------
Allen Stout, Secretary
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<PAGE>
EXHIBIT G
BOARD MEETING MINUTES
OF 12/4/95
ACQUISITION OF
SUN BROADCASTING, INC.
<PAGE>
Minutes of Directors Meeting
Of
Tampa Bay Corporation
_______________________________________________________________________
A meeting of the Board of Directors of Tampa Bay Corporation was held
on the 4th day of December, 1995 at 10:00 A.M. at the offices located at
4530 N. 40th Street, in Phoenix, AZ 85018.
There were present and participating at the meeting Larry Olson, Bill
Brin, Allen Stout, and Randy Howard. Jeffrey Taylor was not able to attend
due to prior commitments.
The first item of business was concerning the restructuring of Tampa
Sun, Inc. which was incorporated solely for the purpose of a Joint Venture
with Sun Broadcasting with CD ROMS of which Tampa Sun, Inc.'s interest is
50% of the Joint Venture. Since the Joint Venture Agreement, Sun
Broadcasting has agreed to be acquired by Tampa Bay Corporation as a wholly
owned subsidiary. It was also acknowledged that Equity Investors, Inc. has
paid to Sun Broadcasting a total of $100,000.00 in behalf of Tampa Sun,
Inc. for the joint venture. After a long discussion it was agreed that
Tampa Sun, Inc. Be reconstructed as follows: Tampa Bay Corporation will
have a 33 1/3% ownership and Equity Investors, Inc. will have 66 2/3%
ownership. It was further agreed that all future Joint Ventures with Sun
Broadcasting concerning CD ROMS be given exclusively to Tampa Sun, Inc.
Equity Investors, Inc. will pay all costs related to Tampa Sun ,Inc.'s
Joint Venture commitments. Tampa Sun, Inc. will pay 1/3 of the Joint
Ventures revenues to Tampa Bay Corporation and 2/3 to Equity Investors,
Inc. net of actual direct production and distribution costs. Upon motion
duly made and seconded and unanimously carried with all in favor, it was;
RESOLVED, that Tampa Bay Corporation reduced its ownership in Tampa
Sun, Inc. to 33 1/3% and Equity Investors, Inc. will own 66 2/3%
ownership in Tampa Sun, Inc. And be it,
FURTHER RESOLVED, that all future Joint Ventures with Sun Broadcasting
concerning CD-ROM's be given exclusively to Tampa Sun. And be it,
FURTHER RESOLVED, that Tampa Sun, Inc. will pay revenues from the CD
ROM Joint Ventures to its shareholders according to their percentage
of ownership net of actual direct production and distribution costs.
And be it,
FURTHER RESOLVED, that Equity Investors, Inc. is responsible for all
funding of the CD ROM Joint Venture.
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<PAGE>
The next item of business was concerning the acquisition of Sun
Broadcasting. It was agreed that the company acquire Sun Broadcasting by
issuing 2,000,000 shares of its unregistered common stock to Greg McDonald
and or his nominees and $1,500,000.00 in cash. The terms of the acquisition
are as outlined in the Agreement and Plan of Reorganization and are to be
attached and part of these minutes. After a long and thorough discussion
and upon motion duly made and seconded and unanimously carried with all in
favor, it was;
RESOLVED, that the Company acquire 100% Sun Broadcasting by issuing
2,000,000 shares of its unregistered common stock and $1,500,000.00 in
cash as per the Agreement and Plan of Reorganization.
The third item of business to be discussed was concerning the
appointment of Melvin Richards as General Manager of Tampa Bay
Corporation/Sun Broadcasting relationship to work closely with Greg
McDonald and be the contact between the Board of Directors of Tampa Bay
Corporation and Sun Broadcasting. After a short discussion and upon motion
duly made, seconded and unanimously carried, it was;
RESOLVED, That Melvin Richards be appointed as General Manager of
Tampa Bay Corporation/Sun Broadcasting relationship to work closely
with Greg McDonald and be the contact between the Board of Directors
of Tampa Bay and Sun Broadcasting.
The next item of business was concerning the issuance of Preferred
Shares to Equity Investors, Inc., for their part and expenses in bringing
together the acquisition of Sun Broadcasting. It was agreed to issue 10,000
shares of Par Value $.25 Preferred Shares with a conversion ration of 25
Common shares to one Preferred Share to each of the following upon a signed
and complete Agreement and Plan of Reorganization: Equity Investors, inc.,
Steve Rosenbaum, Melvin Richards and Allen Stout. Upon motion duly made,
seconded and carried with Allen Stout abstaining, it was;
RESOLVED, that the Company issue 10,000 shares of Par Value $.25
Preferred Shares with a conversion ration of 25 Common shares to one
Preferred Share to each of the following upon a signed and complete
Agreement and Plan of Reorganization: Equity Investors, Inc., Steve
Rosenbaum, Melvin Richards , Allen Stout and/or their nominees.
The last item of business was concerning the issuance of 25,000 shares
of the Company's unregistered common shares to Steve Perry for
consideration given for advisory status for Tampa Bay and future growth in
products related to his expertise. Upon motion duly made, seconded and
unanimously carried out, it was;
RESOLVED, That the Company issue 25,000 shares of the unregistered
common shares to Steve Perry for consideration given for advisory
status for Tampa Bay and future growth in products related to his
expertise.
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<PAGE>
There being no further business to be brought before the Board and
upon motion duly made and seconded, the meeting was adjourned.
/s/ BILL BRIN /s/ ALLEN STOUT
- ------------------------------- -------------------------------
Bill Brin, President Allen Stout, Secretary/Treasurer
/s/ LARRY OLSON /s/ RANDY HOWARD
- ------------------------------- -------------------------------
Larry Olson, Exec. V.P. Randy Howard, V.P.
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<PAGE>
EXHIBIT H
SUN ACQUISITION DOCUMENTS
<PAGE>
AGREEMENT
AND
PLAN OF REORGANIZATION
AND EXHIBITS
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT made and entered into as of the 8th day of December,
1995, by and between Tampa Bay Corporation, a Nevada corporation
(hereinafter called "TBC"), Sun Broadcasting Systems, Inc., a California
corporation (hereinafter called "Sun") and Greg McDonald as the sole
shareholder in Sun ("Shareholder").
WITNESSETH THAT:
A. TBC is a publicly traded company.
B. Sun is a private company which owns an audio/video recording
studio. Greg McDonald is the sole shareholder of Sun. Sun has no
subsidiaries and Sun Classic Communications Group, Inc., Heritage
Entertainment, Inc. and Sun Presentations, Inc. (the "Excluded Entities")
are separate companies in which Greg McDonald retains controlling interest.
Those companies are not part of this Agreement. It is recognized that
contractual agreements are in existence between the Excluded Entities and
Sun and these agreements will be disclosed and assigned to Sun.
C. Subject to the approval of the Board of Directors of TBC and Sun,
TBC and Sun shall enter into an Agreement of Exchange (hereinafter called
the "Exchange Agreement") in substantially the form attached hereto and
made a part hereof as Exhibit A, which provides, among other things, for
the issuance by TBC of 2,000,000 of its common stock shares to the
shareholders of Sun (the "Exchange") to be held in an escrow account along
with the shares of Sun subject to the completion of the covenants in this
Agreement.
D. Following the Exchange under the Exchange Agreement, Sun shall be
a wholly-owned subsidiary of TBC.
E. It is intended that the transactions contemplated by this
Agreement shall constitute a tax-free exchange conforming to the provisions
of the Internal Revenue Code of 1986, as amended, to the extent of the TBC
Common Stock issued.
NOW THEREFORE, in consideration of the mutual covenants and agreements
and the benefits to be realized by each of the parties, the following
transactions are hereby agreed to, subject to the conditions hereinafter
stated:
1. THE EXCHANGE AND PAYMENT
(a) In accordance with the Exchange Agreement, on the Closing Date
hereinafter referred to, and in exchange for all of the then issued and
outstanding shares of capital stock of Sun (the "Sun
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<PAGE>
Common Stock"), TBC shall issue 2,000,000 shares of fully paid and
nonassessable voting TBC common stock, valued at $.20 per share
(hereinafter called "TBC Common Stock") and cash per the payment schedule
in (b) of this section for all the outstanding shares of Sun to permit the
Exchange to be effected in accordance with the terms of the Exchange
Agreement.
If between the date hereof and the Closing Date, TBC or Sun shall
effect any reclassification, recapitalization, subdivision, combination or
exchange of shares, in respect of the outstanding shares of common stock of
TBC or Sun or a stock dividend thereon shall be declared with a record date
within said period, the per share amounts of TBC Common Stock to be issued
and delivered in the Exchange shall be appropriately adjusted.
(b) In addition to the issuance of the TBC Common Stock to the prior
holders of Sun Common Stock on a pro rata basis, TBC shall pay such total
sum of cash as set forth below on such indicated dates and such total sum
is to be divided and paid to the holders of the Sun Common Stock, as of the
date and time immediately prior to the exchange of TBC Common Stock for the
Sun Common Stock, on a proportionate share basis.
Amount Date
------ ----
$250,000 January 31, 1996
$250,000 March 31, 1996
$250,000 May 31, 1996
$250,000 July 31, 1996
$250,000 September 30, 1996
The tax consequences of the above-described payments are the sole
responsibility of Sun and/or Sun's shareholders, and Sun and its
shareholders shall bear the burden of paying any taxes resulting from the
transactions contemplated by this Agreement. The subsididary shall have
not responsibility for the payment of taxes caused by this transaction and
shall be indemnified to that effect by Sun and Sun's shareholders.
(c) TBC shall issue and deliver as and when required by the Exchange
Agreement, certificates representing the shares of TBC Common Stock for
which the shares of Sun Common Stock outstanding immediately prior to the
effective time of the Exchange shall have been exchanged as provided in the
Exchange Agreement.
(d) TheAgreement and the Exchange Agreement shall be approved, in
accordance with California General Corporation Law, at a meeting called and
held on a date to be fixed by its Board of Directors. Sun shall use its
best efforts to hold such meeting on or before December 31, 1995, or as
soon thereafter as practical. Sun shall use its best efforts to obtain the
affirmative vote of shareholders required to approve this Agreement, the
Exchange Agreement and the transactions
2
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<PAGE>
contemplated herein and therein. TBC and Sun shall co-operate and use
their best efforts to obtain any required approval of the State of
California.
(e) TBC is not required under Nevada Private Corporations Law to
submit this Agreement and the Exchange Agreement to its shareholders for
approval. However, a filing of Articles of Exchange after the execution of
the Exchange Agreement with the Secretary of the State of Nevada is
required by Nevada statute section 78.458 and will be timely done by TBC.
(f) Shareholder shall also have the exclusive option up until December
15, 1995 to terminate this agreement unless TBC makes payment in the amount
of $750,000.00 at that date as a prepayment of the amounts due under the
payment schedule detailed above. This termination right shall be available
solely to the Shareholder and can be exercised with or without cause at any
time up and until payment is received. This deadline may be extended by
the Shareholder upon notice to TBC. If the payment is made on December 15,
1995 the payment schedule will remain as is and the next payment will be
due July 31, 1996. Until the payment of the $750,000 is made TBC shall not
encumber the business in any way.
2. CLOSING
(a) The closing of all the transactions contemplated hereby (herein
called the "Closing" or the "Closing Date") shall take place at the offices
of TBC in Phoenix, Arizona at 9:00 a.m. on a date within five (5) business
days after all of the conditions described in paragraphs 13 and 14 hereof
have been satisfied or, to the extent permitted in paragraph 15 hereof,
their satisfaction has been waived. TBC and Sun will use their best
efforts to obtain the approvals specified in paragraph 7 hereof and any
other of the consents, waivers or approvals necessary or desirable to
accomplish the transactions contemplated by this Agreement and the Exchange
Agreement. All documents required to be delivered by each of the parties
hereto shall be duly delivered to the respective recipient thereof at or
prior to the Closing. In no event shall the Closing Date be later than
December 31, 1995, and if it is delayed beyond said date then either party
shall have the right to terminate this Agreement upon notice to that
effect.
(b) At the Closing, TBC and Sun shall jointly direct that the
Certificate of Exchange be duly filed as an exhibit to the Articles of
Exchange, and it shall in accordance with such direction be filed, in the
Office of the Secretary of States of Nevada and California so that the
Exchange shall be effective on the Closing Date.
3. INVESTIGATION BY THE PARTIES
TBC and Sun each shall execute such confidentiality agreement with the
other party as such other party's counsel shall deem necessary to
reasonably protect such party's assets and proprietary information. TBC
and Sun each may, prior to the Closing Date, make or cause to be made such
investigation of the properties of the other and its subsidiaries and of
its financial and legal condition as the party making such investigation
deems necessary or advisable to familiarize itself with such
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<PAGE>
properties and other matters, provided, that such investigation shall not
interfere with normal operations. TBC and Sun each agrees to permit the
other and its authorized agents or representatives to have, after the date
of execution hereof, full access to its premises and to all of its books
and records at reasonable hours, and its subsidiaries and officers will
furnish the party making such investigation with such financial and
operating data and other information with respect to the business and
properties of it and its subsidiaries as the party making such
investigation shall from time to time reasonably request. No investigation
by TBC or Sun shall affect the representations and warranties of the other
and each such representation and warranty shall survive any such
investigation. Each party further agrees that in the event that the
transactions contemplated by this Agreement shall not be consummated it and
its officers, employees, accountants, attorneys, engineers and other
representatives will not disclose or make available to any other person or
use for any purpose unrelated to the consummation of this Agreement any
information, whether written or oral, with respect to the other party and
its subsidiaries or their business which it obtained pursuant to this
Agreement. Such information shall remain the property of the party
providing it and shall not be reproduced or copies without the consent of
such party. In the event that the transactions contemplated by this
Agreement shall not be consummated, all ormation shall be returned to the
party providing it.
4. SHAREHOLDERS OF SUN
Prior to the Closing Date, Sun agrees to obtain from each of its
shareholders an agreement to the effect that such shareholder is acquiring
the TBC Common Stock to be received by him hereunder for his own account,
not with a view toward distribution and through to a private placement by
TBC pursuant to Rule 145 of the Securities and Exchange Commission (the
"SEC"), and understands that the TBC Common Stock will be restricted as
defined by SEC Rule 144. TBC shall be entitled to rely upon such
agreements executed by the Sun shareholders to determine that TBC may issue
the TBC Common Stock pursuant to an exemption to the registration
requirements of the SEC.
5. STATE SECURITIES LAWS
TBC and Sun will each take such steps as may be necessary on their
respective parts to comply with any state securities or Blue Sky laws
applicable to the action to be taken by them in connection with the
Exchange and the delivery by TBC to Sun shareholders of the TBC Common
Stock pursuant to this Agreement and the Exchange Agreement.
6. BUSINESS PENDING THE CLOSING
(a) From the date of this Agreement to and including the Closing
Date, except as may be first approved by Sun or as is otherwise permitted
or contemplated by this Agreement: (i) TBC (which
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<PAGE>
term shall, where applicable in this paragraph 6, also refer to the
subsidiaries of TBC specified in paragraph 10 hereof) shall conduct its
business only in the usual and ordinary course without the creation of any
additional indebtedness for money borrowed exceding $15,000 maturing in
more than one year; (ii) no change shall be made in the authorized
capitalization of TBC except as contemplated by this Agreement; (iii) no
shares of capital stock of TBC shall be authorized for issuance or issued
and no agreement or commitment for the issuance hereof shall be entered
into; (iv) no rights or elections shall be created or granted to purchase
TBC common or preferred stock under any employee stock bonus, thrift or
purchase plan or otherwise; (v) no amendment shall be made to TBC's
Articles of Incorporation or Bylaws, except as contemplated by this
Agreement; (vi) no modification shall be made in TBC's present employee
benefit programs or in its present policies in regard to the payment of
salaries or compensation to its personnel and no increase shall be made in
the compensation of its personnel; (vii) no contract or commitment shall be
entered into by or on behalf of TBC and no sale or purchase of assets shall
be made except in the ordinary course of business; (viii) TBC will use all
reasonable and proper efforts to preserve its business organization intact,
to keep available the services of its present employees and to maintain
satisfactory relationships between TBC and its suppliers, customers,
regulatory agencies, and other having business relations with it; (ix) TBC
shall make no amendments or contributions to any profit sharing plan; and
(x) the Board of Directors of TBC will not declare any dividends on, or
otherwise make any distribution in respect of, its outstandinstock;
(b) From the date of this Agreement to and including the Closing
Date, except as may be first approved by TBC or as is otherwise permitted
or contemplated by this Agreement: (i) Sun (which term shall, where
applicable in this paragraph 6, also refer to the subsidiaries of Sun
specified in paragraph 11 hereof) shall conduct its business only in the
usual and ordinary course without the creation of any additional
indebtedness exceeding $5,000 for money borrowed maturing in more than one
year, except for the lease of capital equipment pursuant to leasing company
commitments outstanding prior to the date of this Agreement; (ii) no change
shall be made in the authorized capitalization of Sun, except as
contemplated by this Agreement; (iii) no shares of capital stock of Sun
shall be authorized for issuance or issued and no agreement or commitment
for the issuance thereof shall be entered into; (iv) no rights or elections
shall be created or granted to purchase Sun common or preferred stock under
any employee stock bonus, thrift or purchase plan or otherwise; (v) no
amendment shall be made to Sun's Articles of Incorporation or Bylaws,
except as contemplated by this Agreement; (vi) no modification shall be
made in Sun's present employee benefit programs or in its present policies
in regard to the payment of salaries or compensation to its personnel and
no increase shall be made in the compensation of its personnel; (vii) no
contract or commitment shall be entered into by or on behalf of Sun and no
sale or purchase of assets shall be made except in the ordinary course of
business; (viii) Sun will use all reasonable and proper efforts to preserve
its business organization intact, to keep available the services of its
present employees and to maintain satisfactory relationships between Sun
and its suppliers, customers, regulatory agencies, and others having
business relations with it; (ix) Sun shall make no amendments or
contributions to its profit sharing plan; and (x) the Board of Directors
oeclare any dividends on, or otherwise make any distribution in respect of,
its outstanding shares of capital stock.
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<PAGE>
7. EFFORTS TO OBTAIN APPROVALS AND CONSENTS
In addition to TBC and SUN obtaining the requisite shareholder
approval as described in paragraph 1 hereof, TBC and Sun will use all
reasonable and proper efforts to obtain, where required, the approval and
consent: (i) of any governmental authorities having jurisdiction over the
transactions contemplated in this Agreement; and (ii) of such other persons
whose consent is required to the transactions contemplated by this
Agreement.
8. COOPERATION BETWEEN PARTIES
TBC and Sun shall fully cooperate with each other and with their
respective counsel and accountants in connection with any steps required to
be taken as part of their obligations under this Agreement, including the
preparation of financial statements and the supplying of information.
9. NO TAX RULING
TBC and Sun agree that they will not attempt to obtain ruling from the
United States Internal Revenue Service to the effect that for Federal
income tax purposes no gain or loss will be recognized to the holders of
Sun Common Stock upon the receipt of TBC Common Stock in exchange for their
Sun shares in accordance with the provisions of this Agreement. Any such
tax consequence shall be the responsibility of the party to whom the gain
or loss is assessed.
10. REPRESENTATIONS OF TBC
TBC represents, warrants and agrees that:
(a) TBC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and it and its subsidiaries
are duly qualified to do business and in good standing in every
jurisdiction in which the nature of its business of the character of its
properties makes such qualification necessary. TBC and each of its
subsidiaries has the corporate power and any necessary governmental
authority to own or lease their respective properties now owned and to
carry on their respective business as now being conducted. TBC owns 100%
of the outstanding capital stock of each of its subsidiaries.
(b) The capitalization of TBC and its subsidiaries is as set forth in
financial statements to be furnished to Sun, dated as of November 30, 1995
and 1994. The outstanding capital stock of TBC has been duly authorized
and issued and is fully paid and nonassessable. TBC has no commitment to
issue nor will it issue any shares of its capital stock or any securities
or obligations
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<PAGE>
convertible into or exchangeable for, or giving any person any right to
acquire from TBC, any shares of its capital stock, except for those shares
issued in conformity with paragraph 6(a)(iii) above.
(c) The shares of TBC Common Stock which are to be issued and
delivered to the Sun shareholders pursuant to the terms of this Agreement
and the Exchange Agreement, when so issued and delivered, will be validly
authorized and issued and will be fully paid and non-assessable. No
stockholder of TBC, or other person, will have any preemptive rights in
respect to the TBC Common stock.
(d) TBC shall furnish Sun with copies of all of its financial
statements together with Auditors Report, if any, in its possession for its
fiscal years ending November 30, 1995 and 1994 consisting of the
consolidated balance sheet of TBC and subsidiaries as of November 30, 1995
and 1994 and related statements of consolidated income stockholders' equity
and changes in financial position for the year then ended. All of the
above financial statements present fairly the consolidated financial
position of TBC subsidiaries, at the periods indicated, and the
consolidated results of their operations and changes in their financial
position for the year and periods then ended in conformity with generally
accepted accounting principles applied on a consistent basis. TBC has no
material liabilities or commitments other than as listed or noted on the
aforesaid financial statements, or as incurred in the ordinary course of
business. Since the date of the latest financial statement to the date of
this Agreement, there has been no material adverse change in the assets or
liabilities or in the business or condition, financial or otherwise, of TBC
or its subsidiaries, except in the ordinary course of business or as
contemplated by this Agreement nor has TBC or its subsidiaries, except in
the ordinary course of business or as contemplated by this Agreement nor
has TBC or its subsidiaries incurred any indebtedness for money borrowed.
All tax returns and reports of TBC and its subsidiaries required by law to
be filed have been duly filed and all taxes, assessments and other
governmental charges now due (other than any still payable without penalty)
upon TBC and its subsidiaries or upon any of their properties or assets.
All amounts which have been reflected as liabilities on the books of TBC
and its subsidiaries in respect of taxes are considered adequate and TBC
does not know of any actual or proposed additional assessments in respect
of taxes, against either it or its subsidiaries.
(e) Except for changes resulting from the ordinary course of its
business, TBC and its subsidiaries own, and will on the Closing Date own,
the full right, title and interest in and to all their property and assets
(excluding property leased from others) in each case free and clear of all
mortgages, liens, restrictions, charges and other encumbrances and defects
of title (other than easements, rights of way, reservations and other
conditions of title, encumbrances and defects of title which are not
individually or in the aggregate materially adverse to the business of TBC
and its subsidiaries).
(f) Subsequent to the date of its latest financial statement, TBC has
not declared or paid any dividend on its outstanding shares of common stock
or declared or made any distribution on, or directly or indirectly
redeemed, purchased or otherwise acquired any of its outstanding stock or
authorized the creation or issuance of, or issued any additional shares of
stock, or agreed to take any
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such action, except as expressly provided for in Paragraph 6(a)iii above
this Agreement. TBC will not take any such action during the period
between the date hereof and the Closing Date except as provided herein.
(g) Neither TBC nor any of its subsidiaries is engaged in or a party
to, or to the knowledge of TBC threatened with, any material legal action
or other proceeding before any court or administrative agency. Neither TBC
nor any of its subsidiaries, to the knowledge of TBC, has been charged
with, and is not under investigation with regard to, any charge concerning
any presently pending material violation of any provision of Federal, State
or other applicable law or administrative regulations in respect of its
business.
(h) There has not been, since the date of its latest financial
statement, and will not be prior to the Closing Date, a purchase or sale or
any other acquisition, transfer or distribution of any assets or properties
on the part of TBC or its subsidiaries except in the ordinary course of
business.
(i) TBC and its subsidiaries have adequate franchises, permits or
operating rights without unusual restrictions to allow them to conduct the
business in which they are presently engaged except in certain instances
where in the reasonably exercised judgment of TBC the lack of a current
franchise, permit or operating right has no adverse effect on the conduct
of such business.
(j) As of the date of this Agreement neither TBC nor any of its
subsidiaries is a holder of or a party to any: (i) written or oral contract
for employment of any officer or other person, (ii) contract with any labor
union, (iii) bonus, pension, profit sharing, retirement, stock purchase,
stock option, insurance, or similar plan or practice in effect with respect
to its employees or other person, (iv) indenture of mortgage, debenture,
indenture, loan or borrowing agreement, (v) bonding arrangement, including
performance bond, (vi) continuing contract for future purchase, sale, lease
or distribution of materials, services, supplied, products, or equipment
involving annual payments in excess of $50,000, (vi) lease or other
commitment for the rental of office space, storage or other facilities,
(viii) contract or lease agreement for the acquisition or lease of motor
vehicles, (ix) patent, patent application, patent right, patentable
inventions, trademark, trademark registration and applications therefor,
trade name, copyright, copyright registration and application therefor,
patent license granted to or by TBC or its subsidiaries and in force or
contracts with employees or others relating in whole or in part to
disclosure, assignment or patenting of any inventions, discoveries
improvements, shop rights, processes, formulae or other know-how, presently
owned or held, in whole or in part, by TBC or its subsidiaries, (x)
insurance policy covering its properties, buildings, machinery, equipment,
furniture, fixtures or operations, or the life of any person, (xi)
agreement between a present employee of TBC and persons, firms or
corporations other than TBC relating in whole or in part to disclosure,
assignment or patenting of inventions, discoveries, improvements, shop
rights, processes, formulae or other know-how, including without limitation
thereto, to the best knowledge of TBC, agreements entered into by such
employees prior to the time they became employees of TBC, or (xii) material
contract or commitment not made in the ordinary course of business.
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(k) The execution and carrying out of this Agreement and compliance
with the terms and provisions hereof by TBC will not conflict with or
result in any material breach of any of the terms, conditions, or provision
of, or constitute a default under, or result in the creation of, any lien,
charge or encumbrance upon any of the property or assets of TBC or any of
its subsidiaries pursuant to any corporate charter, bylaw, indenture,
mortgage, agreement (other than that which is created by virtue of this
Agreement), or other instrument to which TBC or any of its subsidiaries is
a party or by which they are bound or affected.
(l) This Agreement and documents furnished hereunder on behalf of TBC
do not contain any untrue statement of a material fact nor omit to state a
material fact necessary to be stated in order to make the statements
contained herein and therein not misleading; and there is no fact which
materially adversely affects or in the future (so far as TBC can now
foresee) will materially adversely affect the business operations, affairs
or condition of TBC or its subsidiaries or any of the properties or assets
which has not been set forth in this Agreement and other documents and
papers furnished hereunder.
11. REPRESENTATIONS OF SUN
Sun represents, warrants and agrees that:
(a) Sun is a corporation duly organized, validly existing and in good
standing under the laws of the State of California. Sun has the corporate
power and any necessary governmental authority to own or lease its
properties now owned or leased and to carry on its business as now being
conducted. Sun is duly qualified to do business and in good standing in
every jurisdiction in which the nature of its business or the character of
its properties makes such qualification necessary.
(b) As of October 31, 1995, the capitalization of Sun is as set forth
in financial statements to be furnished to TBC. Sun has no commitment to
issue nor will it issue any shares of its capital stock or any securities
or obligations convertible into or exchangeable for, or giving any person
any right to acquire from Sun, any shares of its capital stock, except for
those shares issued or to be issued in conformity with paragraph 6(b)(iii)
above.
(c) Sun shall furnish TBC with copies of its 1994, 1993 and 1992
consolidated financial statements. Sun shall also furnish TBC with all
1995 interim unaudited financial statements in its possession. All of the
above financial statements present fairly the consolidated financial
position of Sun at the periods indicated, and the consolidated results of
operations and changes in financial position for the periods then ended in
conformity with generally accepted accounting principles applied on a
consistent basis. Sun has no material liabilities or commitments other
than as listed or noted on the aforesaid financial statements, or as
incurred in the ordinary course of business since the date of said
financial statements. Since the date of the latest furnished financial
statement, there has been no material adverse change in the assets or
liabilities or in the business or condition, financial or otherwise, of Sun
or its consolidated subsidiaries, and no change except in the ordinary
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course of business or as contemplated by this Agreement. All tax returns
and reports of Sun and its subsidiaries required by law to be filed have
been duly filed and all taxes, assessments and other governmental charges
now due (other than any still payable without penalty) upon Sun and its
subsidiaries or upon any of their properties or assets have been paid. All
amounts which have been reflected as liabilities on the books of Sun and
its subsidiaries in respect of taxes are considered adequate and Sun does
not know of any actual or proposed additional assessments in respect of
taxes, against either it or its subsidiaries.
(d) Except for changes resulting from the ordinary course of its
business and Sun owns and will on the Closing Date own, the full right,
title and interest in and to all their property and assets (excluding
property leased from others) in each case free and clear of all mortgages,
liens, restrictions, charges and other encumbrances and defects of title
(other than easements, rights of way, reservations and other conditions of
title, encumbrances and defects of title which are not individually or in
the aggregate materially adverse to the business of Sun and its
subsidiaries).
(e) Subsequent to the latest financial statement, Sun has not
declared or paid any dividend on its outstanding shares of common stock or
declared or made any distribution on, or directly or indirectly redeemed,
purchased or otherwise acquired any of its outstanding stock or authorized
the creation or issuance of, or issued any additional shares of stock, or
agreed to take any such action, except as expressly provided for in this
Agreement. Sun will not take any such action during the period between the
date hereof and the Closing Date except as provided herein.
(f) Neither Sun nor any of its subsidiaries is engaged in or a party
to, or to the knowledge of Sun threatened with, any material legal action
or other proceeding before court or administrative agency. Neither Sun nor
any of its subsidiaries, to the knowledge of Sun, has been charged with, or
is under investigation with respect to, any charge concerning any presently
pending material violation of any provision of Federal, State or other
applicable law or administrative regulations in respect of its business.
Sun does have a potential cause of action against Sumitomo Bank, landlord
for the facilities of the business of Sun. No suit has been filed and
managment is currently negotiating with counsel for Sumitomo to determine
a future action plan.
(g) There has not been, since the date of the latest financial
statement, and will not be prior to the Closing Date, a purchase or sale or
any other acquisition, transfer or distribution of any assets or properties
on the part of Sun.
(h) Sun and its subsidiaries have adequate franchises, permits or
operating rights without unusual restrictions to allow them to conduct the
business in which they are presently engaged, except in certain instances
where in the reasonably exercised judgment of Sun the lack of a current
franchise, permit or operating right has no adverse effect on the conduct
of such business.
(i) As of the date of this Agreement neither Sun nor any of its
subsidiaries is a holder of or a party to any written or oral (i) contract
for employment of any officer or other person, (ii) contract with any labor
union, (iii) bonus, pension, profit sharing, retirement, stock purchase,
stock option,
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insurance, or similar plan or practice in effect with respect to its
employees or other persons, (iv) indenture of mortgage, debenture,
indenture, loan or borrowing agreement, (v) bonding arrangement, including
performance bond, (vi) continuing contract for future purchase, sales,
lease or distribution of materials, services, supplies, products, or
equipment involving annual payments in excess of $5,000, (vii) lease or
other commitment for the rental of office space, storage or other
facilities, (viii) contract or lease agreement for the acquisition or lease
of motor vehicles, (ix) patent, patent application, patent right,
patentable inventions, trademark, trademark registration and applications
therefor, trade name, copyright, copyright registration and application
therefor, patent license granted to or by Sun or its subsidiaries and in
force or contracts with employees or others relating in whole or in part to
disclosure, assignment or patenting of any inventions, discoveries,
improvements, shop rights, processes, formulae or other know-how, presently
owned or held, in whole or in part, by Sun or its subsidiaries, (x)
insurance policy covering its properties, buildings machinery, equipment,
and persons, firms or operations, or the life of any person, (xi) agreement
between a present employee of Sun and persons, firms or corporations other
than Sun relating in whole or in art to disclosure, assignment or patenting
of inventions, discoveries, improvements, shop rights, processes, formulae
or other know-how, including without limitation thereto, to the best
knowledge of Sun, agreements entered into by such employees prior to the
time they became employees of Sun, or (xii) material contract or commitment
not made in the ordinary course of business.
(j) Sun has the corporate power to enter into this Agreement, the
execution and delivery and performance of this Agreement have been duly
authorized by all requisite corporate action, and this Agreement
constitutes the valid and binding obligation of Sun.
(k) The execution and carrying out of this Agreement and compliance
with the terms and provisions hereof by Sun will not conflict with or
result in any beach of any of them terms, conditions or provisions of, or
constitute a default under, or result in the creation of, any lien, charge,
or encumbrance upon any of the properties or assets of Sun or any of its
subsidiaries pursuant to any corporate charter, indenture, mortgage,
agreement (other than that which is created by virtue of this Agreement) or
other instrument to which Sun or any of its subsidiaries is a party or by
which it or any of its subsidiaries is bound or affected.
(l) This Agreement and the memoranda and documents furnished
hereunder on behalf of Sun do not contain any untrue statement of a
material fact nor omit to state a material fact necessary to be stated in
order to make the statements contained herein and therein not misleading;
and there is no fact which materially adversely affects or in the future
(so far as Sun can now foresee) will materially adversely affect the
business operations, affairs or condition of vitro or any of its
subsidiaries or any of its or their properties or assets which has not been
set forth in this Agreement or other documents and papers furnished
hereunder.
12. SURVIVAL OF WARRANTIES
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The representations and warranties made herein by TBC and Sun shall
survive the Closing hereunder.
13. CONDITIONS TO THE OBLIGATIONS OF TBC
The obligations of TBC hereunder are subject to the satisfaction on or
before the Closing Date of the following conditions:
(a) This Agreement and the transactions contemplated hereby shall
have been approved by the requisite vote of the outstanding shares of Sun
Common Stock.
(b) Each shareholder of Sunwill have properly executed and delivered
the shareholders agreement described in paragraph 4 hereof.
(c) Sun shall have furnished TBC with (1) a copy of resolutions duly
adopted by the holders of more than fifty percent (50%) of its issued and
outstanding shares of Sun Common Stock entitled to vote, evidencing
approval of this Agreement and the Exchange Agreement and the transactions
contemplated hereby and thereby; and (2) a copy of resolutions duly adopted
by the Board of Directors of Sun approving the execution and delivery of
this Agreement and the Exchange Agreement and authorizing all necessary or
proper corporate action to enable Sunto comply with the terms hereof and
thereof.
(d) The representations and warranties of Sun contained in this
Agreement shall be true in all material respects on and as of the Closing
Date with the same effect as though such representations and warranties had
been made on and as of such date, except for changes permitted by this
Agreement or those incurred in the ordinary course of business, and TBC
shall have received from Sun at the Closing a certificate, dated the
Closing Date, of the President or a Vice President of Sun to that effect.
(e) Each and all of the respective agreements of Sun to be performed
on or before the Closing Date pursuant to the terms hereof shall in all
material respects have been duly performed and Sun shall have delivered to
TBC a certificate dated the Closing Date, of the President of Sun to that
effect.
14. CONDITIONS TO THE OBLIGATIONS OF SUN
The obligations of Sun hereunder are subject to the satisfaction on or
before the Closing Date of the following conditions:
(a) This Agreement and the transactions contemplated hereby shall
have been approved by the requisite vote of the outstanding shares of Sun
Common Stock.
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(b) All the terms and covenants of this Agreement to be complied with
or performed by TBC shall have been fully complied with and performed.
(c) All representations and warranties of TBC contained in this
Agreement shall be true on and as of the Closing Date with the same effect
as though such representations and warranties had been made on and as of
such date, and TBC shall have delivered to Sun a certificate dated the
Closing Date of the President of TBC to that effect.
(d) The necessary approvals described in paragraph 7 hereof shall
have been granted.
(e) On the Closing Date, TBC shall have furnished Sun with a copy of
resolutions duly adopted by the Board of Directors of TBC approving the
execution and delivery of this Agreement and authorizing all necessary or
proper corporate action to enable TBC to comply with the terms of this
Agreement.
15. TERMINATION AND MODIFICATION RIGHTS
(a) This Agreement (except for the last three sentences of paragraph
3 hereof) may be terminated at any time prior to the Closing Date by (1)
mutual consent of the parties hereto authorized by their respective Boards
of Directors or (2) upon written notice to the other party, by either party
upon authorization of its Board of Directors:
(i) if in its reasonably exercised judgment there shall have
occurred a material adverse change in the financial condition or
business of the other party or the other party shall have suffered a
material loss or damage to any of its property or assets, which
change, loss or damage materially affects or impairs the ability of
the other party to conduct its business, or if any previously
undisclosed condition which materially adversely affects the earning
power or assets of either party comes to the attention of the other
party;
(ii) if the terms, covenants or conditions of this Agreement to
be complied with or performed by one of the other parties at or before
the Closing Date shall not have been materially complied with or
performed at the time required for such compliance or performance and
such noncompliance or nonperformance shall not have been waived by the
party giving notice of termination; and
(iii) if any action or proceeding shall have been instituted or
threatened before a court or other governmental body or by any public
authority to restrain or prohibit the transaction contemplated by this
Agreement or if the consummation of such transactions would subject
either of such parties to liability for breach of any law or
regulation.
(b) As provided in paragraph 2(a), this Agreement may be terminated
by either party upon notice to the other in the event the Closing shall not
be held by December 31, 1995.
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16. SUN'S REMEDIES FOR NONPAYMENT OF CASH
(a) In the event any payment to Shareholder by TBC is not made as
required by Section 2(b) hereinabove, TBC shall have 30 days to cure such
default by making the payment of all sums due under this Agreement.
(b) In the event TBC does not make all of the cash payments described
above, Shareholder shall be entitled to rescind the transactions
contemplated by this Agreement by delivering to TBC the TBC Common Stock
shares, that are held by the escrow agent under the escrow agreement to be
executed by the parties, issued to the shareholders of Sun and TBC shall
deliver to Sun all of the Sun Common Stock shares which shall be delivered
to TBC upon the closing of this Agreement, for delivery to the Sun
shareholders from which they came. Upon the exchange of the shares it is
intented that control of Sun shall be returned to the previous Sun
shareholders from TBC.
(c) In the event all such payments totaling of one million five
hundred thousand dollars ($1,500,000.00) are not paid in full and in the
timely manner provided for under the terms of the Merger Agreement, then
and in that event, and without prejudice to any other rights or remedies
Sun, SCCG and/or Shareholder may have, all payments then made to date to
Shareholder shall be deemed to constitute liquidated damages (and not a
forfeiture) and neither Sun nor SCCG nor Shareholder shall be deemed to
have any further obligations to Tampa Bay under the Merger Agreement, the
Exchange Agreement, the Employment or the License Agreement and Sun's
escrow agent shall be and hereby is, under such circumstances, irrevocably
instructed to return the endorsed shares to Shareholder and to TBC.
17. EXPENSES
In the event this Agreement is terminated without consummation at the
Closing, TBC shall each pay all of the respective expenses incurred for the
purpose of carrying this Agreement into effect.
18. FINDERS
Each of the parties represents that no broker, agent, finder or
similar person has been retained or paid and that no brokerage fee or other
commission has been agreed to be paid for or on account of this Agreement.
19. GOVERNING LAW AND VENUE
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of California, United States of America. The parties
hereby expressly agree that the proper venue for any claim or cause of
action by the parties shall be district Court for Riverside County,
California
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and the each party upon execution of this Agreement consents to the service
of process from such court.
20. NOTICES
Any notices or other communications required or permitted hereunder
shall be sufficiently given if sent by certified mail, postage prepaid,
addressed as follows:
Tampa Bay Corporation
4530 N. 40th Street
Phoenix, AZ 85018
Sun Broadcasting Systems, Inc.
1000 East Tahquitz Canyon Way
Palm Springs, California 92262
Greg McDonald
444 Via Las Palmas
Palm Springs, California 92262
21. BINDING NATURE AND ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, but it may not be assigned
by any party without the consent of the other.
22. ASSIGNMENT
Rights and obligations of a party to this Agreement may not be
assigned or transferred without the other party's prior written consent
thereto.
23. MODIFICATION
No modification or amendment of this Agreement shall be valid unless
it is in writing and signed by both parties hereto.
24. COMPLETE AGREEMENT
This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements and understandings between the parties.
25. WAIVER
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The waiver by either party of a breach of any term of this Agreement
shall not operate as, or be construed as, a waiver of any subsequent
breach.
26. HEADINGS
The headings in this Agreement are inserted for convenience only and
shall not be considered in interpreting the provisions hereof.
27. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto by their respective officers thereunto duly authorized by a
majority of their directors as of the date first above written.
TAMPA BAY CORPORATION
By: /s/
---------------------------------
Title: President
ATTEST:
/s/
- ----------------------------
Secretary
SUN BROADCASTING SYSTEMS, INC
By: /s/
---------------------------------
Title: President
ATTEST:
- ----------------------------
Secretary
GREG MCDONALD
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/s/ GREG MCDONALD
---------------------------------
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EXHIBIT A
AGREEMENT OF EXCHANGE
OF
TAMPA BAY CORPORATION
AND
SUN BROADCASTING SYSTEMS, INC.
AGREEMENT OF EXCHANGE made as of the 8th day of December, 1995, by and
between Tampa Bay Corporation, a Nevada corporation (herein "TBC"), and Sun
Broadcasting Systems, Inc., a California corporation (herein "Sun"). TBC
and Sun are sometimes hereinafter collectively referred to as the
"Parties".
RECITALS:
TBC is a Nevada corporation organized on March 18, 1987 and its
authorized capital stock consists of 50,000,000 shares of common stock, no
par value (the "TBC Common Stock") and 5,000,000 shares of preferred stock,
of which 6,082,100 shares of TBC Common Stock and no shares of Preferred
Stock were issued and outstanding as of December 8, 1995 and no shares of
TBC Common Stock or Preferred Stock are reserved for issuance upon exercise
of no outstanding common or preferred stock purchase warrants or options.
Sun is a California corporation organized on December 22, 1992 and its
authorized capital stock consists of 100,000 shares of common stock, no par
value (the "Sun Common Stock") of which no shares of Sun Common Stock were
issued and outstanding as of December ___, 1995 and no shares of Sun Common
Stock were reserved for issuance upon exercise of any outstanding common
stock purchase warrants or options.
TBC and Sun have entered into an Agreement and Plan of Reorganization
dated December ___, 1995 (the "Reorganization Agreement") setting forth
certain representations, warranties, agreements and conditions in
connection with the exchange provided for herein.
The respective Board of Directors of TBC and Sun have, by resolution,
duly approved the execution of and the transaction contemplated by the
Reorganization Agreement and this Agreement of Exchange and directed that
they be submitted to the shareholders of Sun for adoption and approval.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto have agreed
and do hereby agree, subject to the terms and conditions hereinafter set
forth, as follows:
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I
EXCHANGE
1.1 In accordance with the provisions of this Agreement and Section
1(a) of Reorganization Agreement, each of the 100,000 shares of Sun Common
Stock outstanding as the Effective Date of the Exchange shall be exchanged
for two million (2,000,000) shares of TBC Common Stock to be issued upon
the Effective Date of the Exchange. TBC shall be and is herein sometimes
referred to as the "Acquiring Corporation".
1.2 Upon the Effective Date of the Exchange (as defined in Article
III hereof) Sun shall become a wholly-owned subsidiary of TBC, (i) shall
continue to possess all of its rights and property as constituted
immediately prior to the Effective Date of the Exchange and (ii) shall
continue subject to all of its debts and liabilities as the same shall have
existed immediately prior to the Effective Date of the Exchange. All
rights of creditors and all liens upon the property of each of the Parties
shall be preserved unimpaired.
1.3 TBC hereby agrees that at and after the time when the Exchange
shall become effective and as and when required by the provisions of the
Reorganization Agreement, TBC will issue certificates representing that
number of shares of common stock, $.001 par value, of TBC (collectively,
"Exchange Shares") for which shares of Sun Common Stock issued and
outstanding immediately prior to the Effective Date of the Exchange will,
as of the Effective Date of the Exchange and by virtue of the Exchange, be
exchanged as hereinafter provided.
1.4 The Exchange shall not become effective until the following
actions shall have been completed: (i) this Agreement of Exchange shall
have been adopted and approved by the shareholders of Sun in accordance
with the requirements of California corporate law; and (ii) all of the
other conditions precedent to the consummation of the Exchange specified in
the Reorganization Agreement shall have been satisfied or duly waived by
the party entitled to satisfaction thereof.
II
EXCHANGE OF SHARES
The manner and basis of exchanging shares of Sun Common stock for the
Exchange Shares and the exchange of certificates therefor, shall be as
follows:
2.1 Each one share of Sun Common Stock which shall be issued and
outstanding immediately prior to the Effective Date of the Exchange shall,
by virtue of the Exchange and without any action on the part of the holder
thereof other than that set forth in the Reorganization Agreement, be
exchanged at the Effective Date of the Exchange. If between the date
hereof and the Effective
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Date of the Exchange, TBC or Sun shall either effect any reclassification,
recapitalization, subdivision, combination or exchange of shares, in
respect of their respective outstanding common stock, or a stock dividend
thereon shall be declared with a record date within said period, the per
share amounts of the Exchange Shares to be issued and delivered as provided
in this Agreement shall be appropriately adjusted.
2.2 After the Effective Date of the Exchange certificates evidencing
outstanding shares of Sun Common Stock shall evidence the right of the
holder thereof to receive certificates for shares of the Exchange Shares at
the applicable rate as aforesaid. Each holder of Sun Common Stock, upon
surrender of the certificate or certificates, which prior thereto
represented shares of Sun Common Stock, to the escrow agent, subject to the
escrow agreement, which shall act as the exchange agent (the "Exchange
Agent") for such shareholder to effect the exchange of certificates on
their behalf, shall be entitled upon such surrender to receive in exchange
therefor a certificate or certificates representing the number of whole
shares of the Exchange Shares into which the shares of Sun Common Stock
theretofore represented by the certificate or certificates so surrendered
shall have been exchanged as aforesaid. Until so surrendered, each such
outstanding certificate for shares of Sun Common Stock shall be deemed for
all corporate purposes, including voting rights, subject to the future
provisions of this Article II, to evidence the ownership of the shares of
the Exchange Shares into which such shares have been so exchanged. No
dividends or distributions will be paid to persons entitled to receive
certificates for shares of the Exchange Shares pursuant hereto until such
persons shall have surrendered their certificates which prior to the
Effective Date of the Exchange represented shares of Sun Common Stock; but
there shall be paid to the record holder of each such certificate, with
respect to the number of whole shares of the Exchange Shares issued in
exchange therefor (i) upon such surrender, the amount of any dividends or
distributions with a record date subsequent to the Effective Date of the
Exchange and prior to surrender which shall have become payable thereon
since the Effective Date of the Exchange, without interest, and (ii) after
such surrender, the amount of any dividends thereon with a record date
subsfective Date of the Exchange and prior to surrender and the payment
date of which shall be subsequent to surrender; such amount to be paid on
such payment date.
2.3 No certificate representing a fraction of a share of the Exchange
Shares will be issued and no right to vote or receive any distribution or
any other right of a shareholder shall attach to any fractional interest in
a share of the Exchange Shares to which any holder of shares of Sun Common
Stock would otherwise be entitled hereunder. In lieu thereof, each holder
of shares of Sun Common Stock entitled to a fraction of a share of the
Exchange Shares shall receive one whole share of TBC Common Stock if the
fraction of a share is equal to or greater than one-half share (.50);
otherwise, the holder of the fraction of a share shall receive no
additional share.
2.4 If any certificate for shares of the Exchange Shares is to be
issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of the issuance
thereof that the certificate so surrendered shall be properly endorsed and
otherwise be in proper form for transfer and that the person requesting
such exchange pay to the Exchange Agent any transfer or other taxes
required by reason of the issuance of a certificate for shares of the
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Exchange Shares in any name other than that of the registered holder of the
certificate surrendered, or establish to the satisfaction of the Exchange
Agent that such tax has been paid or is not payable.
2.5 At the Effective Date of the Exchange, all shares of Sun Common
Stock which shall then be held in its treasury, if any, shall cease to
exist, and all certificates representing such shares shall be canceled.
III
EFFECTIVE DATE OF EXCHANGE; ABANDONMENT OF EXCHANGE
3.1 Subject to the provisions of this Article III, this Agreement
shall be submitted to the shareholders of Sun as provided in the
Reorganization Agreement. If adopted and approved by the vote of the
shareholders of each of the Parties, if required by statute, and if all of
the conditions precedent to the consummation of the Exchange specified in
the Reorganization Agreement shall have been satisfied or duly waived by
the party entitled to satisfaction thereof, then unless terminated as
provided in this Article III, the Exchange Certificate shall be filed as an
exhibit to Articles of Exchange to be filed with the Secretary of the
States of Nevada and California. The Effective Date of the Exchange is the
date upon which a duly executed copy of the Artilces of Exchange is filed
with the Secretary of the States of Nevada and California. The date when
the Exchange shall become effective as aforesaid is herein called the
"Effective Date of the Exchange".
3.2 This Agreement of Exchange may be terminated and the proposed
Exchange abandoned at any time prior to the Effective Date of the Exchange,
and whether before or after approval of this Agreement of Exchange by the
Board of Directors or shareholders of either of the Parties, in the manner
provided in the Reorganization Agreement.
IV
MISCELLANEOUS
4.1 For the convenience of the parties hereto and to facilitate the
filing of this Agreement of Exchange, any number of counterparts hereof may
be executed; and each such counterpart shall be deemed to be an original
instrument.
4.2 At any time prior to the Effective Date of the Exchange the
parties hereto may, by written agreement, (a) extend the time for the
performance of any of the obligations or other acts of the parties hereto,
(b) waive (in the manner specified in Paragraph 16 of the Reorganization
Agreement) any breach or inaccuracy in the representations and warranties
contained in this Agreement of Exchange or in the Reorganization Agreement
or in any document delivered pursuant thereto, or (c) waive (in the manner
specified in Paragraph 15 of the Reorganization Agreement)
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compliance with any of the covenants, conditions or agreements contained in
this Agreement of Exchange or in the Reorganization Agreement.
4.3 The Parties to this Agreement are also parties to the
Reorganization Agreement. The two agreements are intended to be construed
together in order to effectuate their purposes, and said agreements are
intended as a plan or reorganization within the meaning of Section 368 of
the Internal Revenue Code of 1986, as amended.
IN WITNESS WHEREOF, each of the undersigned corporations has caused
this Agreement of Exchange to be signed in its corporate name by its duly
authorized officers and its corporate seal to be affixed hereto, all as of
the date first above written.
TAMPA BAY CORPORATION
By:/s/ WILLIAM BRIN
- --------------------------
President
By:/s/ ALLEN STOUT
- --------------------------
Secretary
SUN BROADCASTING SYSTEMS, INC.
By:/s/
- --------------------------
President
By:
- --------------------------
Secretary
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<PAGE>
AMENDMENTS TO AGREEMENT
AND PLAN OF REORGANIZATION
E-96
<PAGE>
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION ("Amendment")
is made and entered into as of the 8th day of December 1995, by and between
SUN BROADCASTING SYSTEMS, INC. a California corporation (hereinafter
referred to as "Sun") and TAMPA BAY CORPORATION a Nevada corporation
(hereinafter referred to as "TBC").
This Amendment is for the express and limited purposes of amending and
modifying certain provisions, terms, conditions, promises, covenants,
representations, warranties, disclosures and agreements set forth in the
Agreement and Plan Of Reorganization ("hereinafter referred to as The
Merger Agreement") and the Agreement Of Exchange (hereinafter referred to
as "The Exchange Agreement" ) entered into by and between Sun and TBC
concurrently herewith. This transaction and all transactions and
agreements related to this Reorganization is intended to provide for the
purchase of all shares of Sun and the establishment of Sun as a wholly
owned subsidiary of TBC. The new subsidiary shall be Sun Broadcasting
Systems, Inc., a wholly owned subsidiary of Tampa Bay Corporation ("SBS").
Upon the execution of this Amendment, the Merger Agreement and the
Exchange Agreement, TBC shall also simultaneously therewith enter into an
employment agreement (hereinafter "The Employment Agreement") with Greg
McDonald (hereinafter referred to as "McDonald") and a non-exclusive
phonograph record license agreement (herein after referred to as the
"License Agreement") with Sun Classic Communications Group, Inc.
(hereinafter referred to as SCCG), the full and complete executions of
which and payments thereon shall respectively be deemed to be conditions
concurrent and subsequent to the continuing validity of both The Merger
Agreement and The Exchange Agreement.
All terms, words and phrases used herein shall have the same meaning
and import as and when the same are used in the Merger Agreement or the
Exchange Agreement in any way with any matter set forth in the Merger
Agreement or The Exchange Agreement the terms of this Amendment shall be
deemed controlling and any conflict shall be resolved so as to reflect the
further agreements and understandings of the parties as set forth herein.
NOW THEREFORE, Sun and TBC do hereby further agree as follows:
WITNESSETH:
1. Sun has licensing agreements and other contractual relationships that
are intended to be transferred to the wholly owned subsidiary.
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2. Until such time as all cash payments due from TBC to the shareholders
of Sun have been made in full, all shares of Sun shall be held in trust and
in the physical possession of Sun's attorney, Jeffrey P. Kranzdorf, in
their duly endorsed form. An escrow agreement will be entered into by the
parties to detail the interests of the parties and the requirements for the
release of the stock. Attorney is hereby irrevocably instructed to deliver
such share certificates to TBC only as and when Greg McDonald or his
authorized agent, confirms to him in writing that the final payment of two
hundred and fifty thousand dollars ($250,000.00) has been made, bringing
the total of payments then made to such shareholders to one million five
hundred thousand dollars ($1,500,000.00).
The 2,000,000 shares of TBC shall also be delivered to Jeffrey P.
Kranzdorf and held subject to the escrow agreement. Attorney is hereby
irrevocably instructed to deliver such share certificates to Greg McDonald
only as and when TBC or their authorized agent, confirms to him in writing
that the final payment of two hundred and fifty thousand dollars
($250,000.00) has been made, bringing the total of payments then made to
such shareholders to one million five hundred thousand dollars
($1,500,000.00).
A portion of this payment shall be assigned to the so-called "flat"
license fee in consideration of the right provided to TBC under the License
Agreement. Upon receipt of the final payment, Sun's attorney is hereby
instructed to deliver to TBC and to Greg McDonald, at such address as it
may direct in writing, the duly endorsed certificates.
TBC shall be granted a cure period of 60 days from the receipt of
notice of default of payment from Greg McDonald. Upon receipt of the
notice of default from Greg McDonald, TBC shall have 60 days to make the
payment as detailed in the Merger Agreement ("Cure Period"). Upon failure
to make the payment within the Cure Period.
In the event all such payments totaling of one million five hundred
thousand dollars ($1,500,000.00) are not paid in full and in the timely
manner provided for under the terms of the Merger Agreement, then and in
that event, and without prejudice to any other rights or remedies Sun, SCCG
and/or McDonald may have, all payments then made to date to said
shareholders shall be deemed to constitute liquidated damages (and not a
forfeiture) and neither Sun nor SCCG nor McDonald shall be deemed to have
any further obligations to Tampa Bay under the Merger Agreement, the
Exchange Agreement, the Employment or the License Agreement and Sun's said
attorney shall be and hereby is, under such circumstances, irrevocably
instructed to return all of the endorsed shares to McDonald and to TBC.
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3. If for any reason TBC shall elect subsequent to the execution hereof,
but prior to the payment of the entire one million five hundred thousand
dollars ($1,500,000.00) to Sun's shareholders and SCCG, to make a secondary
public offering of TBC's shares to the public, to issue additional
class(es) of its securities (equity or debt) to the public or to raise
additional funding (equity or debt) through a private placement or other
limited offering of its securities to third parties, then and in that event
upon the closing of such offering(s), TBC shall first apply its share of
the net proceeds derived therefrom to payment of the balance of all monies
then remaining due to Sun's shareholders, SCCG and others (if any) as set
forth in sub-paragraph l(b) of the Merger Agreement. TBC's obligation to
apply such proceeds as aforesaid shall be fully, fairly and completely
disclosed to any persons, bodies corporate or other entities purchasing
such securities directly or indirectly from TBC in accordance with
applicable law. These payments will be made in the amounts and at the
times indicated in the Merger Agreement and will not be accelerated or paid
off early.
4. Inasmuch as neither TBC nor Sun has had the opportunity to engage in
the customary due diligence process prior to the execureements referred to
herein. Sun hereby makes the following disclosures insofar as the assets,
rights and liabilities of Sun and its affiliated company SCCG are
concerned:
(a) All assets (and any corresponding liabilities) which are subject
to any agreement(s) entered into by and between Sun, SCCG or any of
its subsidiaries or any individuals affiliated with any of them and
Millas Entertainment Group Associates, Inc.. ("Millas") are, as of the
date hereof, no longer considered to be assets of Sun (or an
affiliated party as may be indicated), but as assets of Sun as a
subsidiary of TBC. That till exchange for the use of any assets owned
in conjunction with Millas, Sun shall be and remain fully liable for
all lease payments due thereon. The assets of Millas are as listed in
Exhibit B; and
(i) As of the date hereof, SBS as a wholly owned subsidiary of
TBC shall assume each and every obligation, account payable and
account receivable of Sun and the leases entered into between Sun
and or its affiliates with: I-Con Capital Corp., AT &T and any
other miscellaneous leases, copies of which are delivered
herewith; and
(ii) No other leases or agreements will be assumed by SBS.
(b) All master sound recordings subject of the License Agreement
which are designated on the Schedules attached thereto as the "Millman
Catalogue" were acquired recently by SCCG, which has no experience in
marketing same. SCCG believes that the seller of such master sound
recordings has passed good and marketable title thereto under the
agreement pursuant to which SCCG acquired its non-exclusive worldwide
and perpetual rights therein. However, notwithstanding SCCG's good
faith belief in the foregoing as a matter of generality, TBC hereby
acknowledges neither SCCG, nor Sun nor McDonald has any means by which
to determine:
(i) If all royalties have been paid to the artists whose
performances are embodied in the recordings comprising the
Millman Catalogue or to other third parties entitled thereto;
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(ii) If the signatures affixed to the various agreements under
which Millman purports to have acquired his rights are BONA FIDE;
(iii) If the parties purporting to have granted rights to
Millman in fact were the appropriate parties to grant such rights
or if the consent of other parties were at the time of Millman's
acquisition, or now, are required;
(iv) If all of masters recordings constituting the Millman
Catalogue are of the quality sufficient to make them viable as
commercial phonograph records and for use in other means of
commercial exploitation, including, but not limited to so-called
emerging technologies and formats; and
(v) If there are any claims or liens against the Millman
Catalogue which have not been heretofore disclosed by Millman to
SCCG or McDonald.
(c) Accordingly, SCCG and Sun are delivering to TBC copies of the
agreement under which rights to the Millman catalogue and all other
recordings comprising the SCCG catalogue were obtained. In this
regard TBC acknowledges that no representations as to the status and
nature of SCCG's interest in such recordings has been made except as
set forth in these agreements. In some instances, SCCG has no
ownership interest in the same, only a right to represent the license
thereof. In others SCCG's rights are limited to a percentage of the
net incomes generated thereby. In such instances the recording artists
whose performances are embodied in the recording may be entitled to as
much as fifty percent (50%) of such net incomes. In most instances
the rights provided for are of a purely non-exclusive nature.
(d) Sun makes no representation hereunder or otherwise that from its
inception to date that it has been or will become profitable nor does
it make any representation as to the fair market value or physical
condition of its assets.
5. Upon entering into the Merger Agreement and The Exchange Agreement,
TBC hereby further agrees, upon the full execution thereof that it shall:
(a) Assume the following current obligations of Sun, SCCG, McDonald,
any affiliated corporation(s) any other personal guarantors and fully
and completely hold the same harmless from any against any loss, cost
action, expense, damage, claim or amounts due in connection with or
arising out of
(i) the ground lease on the premises located at 1000-C/D East
Tahquitz Canyon Way, Palm Springs, California 92262 ("Premises");
(ii) all equipment leases, chattel mortgages, financing
agreements, security agreements and rental contracts ("Leases")
pertaining to items located in or about the
4
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Premises.
(b) True and correct copies of all such Leases are being likewise
delivered by Sun to TBC concurrent with the execution hereof.
(c) In this regard TBC shall use all reasonable efforts to see to it
that all third party creditors with interests in the matters referred
to in the preceding sub-paragraph enter into formal assumption
agreements under which creditors acknowledge in writing TBC's
irrevocable assumption of all such obligations and, to the extent
possible, shall obtain the releases therefrom of all of the prior
primary obligors and guarantors.
6. Delivered by Sun to TBC herewith is a true and correct copy of an
operating agreement between Sun Presentations, Inc ("Sun Presentations")
and Erik J. Rhulen (the "Rhulen Agreement") pertaining to the operation of
a bar and grill and live entertainment center on a portion of the Premises
detailed in 5(a)(i). TBC acknowledges, agrees and understands that the
Rhulen Agreement in accordance with its terms shall survive the conclusion
of the Merger Agreement and The Exchange Agreement.
Sun hereby warrants and represents that it believes in good faith that
no provision of the Rhulen agreement nor the respective performances of the
parties thereto thereunder shall in any way interfere with Sun's
substantial enjoyment of the Premises subsequent to TBC's acquisition of
Sun. TBC acknowledges the continuance of the respective parties rights
under the Rhulen Agreement and covenants that is shall cooperate with Sun
and Sun Presentations so as to provide for a quiet and peaceful
co-enjoyment of the Premises between and amongst all parties in accordance
with the terms of all relevant agreements pertaining thereto.
7. All obligations of TBC under the Merger Agreement, the Exchange
Agreement, the License Agreement, the Employment Agreement and any other
and further obligations assumed by TBC hereunder are hereby expressly
irrevocably and forever guaranteed by Equity Investors, Inc. ("Equity").
Equity hereby agrees, acknowledges and understands that absent such
guaranty, Sun would not have entered into the aforementioned agre way any
of the aforementioned agreements, the aggrieved parts(ies) may proceed
directly against Equity irrespective of whether such party(ies) elect(s) to
proceed against TBC and Equity hereby irrevocably waives for itself, its
successors, assigns, shareholders, officers, directors, agents and
employees any requirement that such aggrieved party(ies) first proceed
against and/or exhaust its/their remedies against TBC as a prerequisite to
proceeding against Equity and the other aforementioned individuals.
8. The covenants hereunder are subject to applicable laws. If any part of
this Amendment shall be declared invalid or unenforceable by a court of
component jurisdiction, it shall not affect the validity of the balance of
this Agreement provided, however, that if any provision of this Agreement
pertaining to the payment of monies to Sun shareholders shall be declared
invalid or unenforceable, Sun shall have the right, at its option, to
terminate this Agreement upon giving not less than ten (10) days' written
notice to TBC.
9. This Agreement may not be modified orally; no waiver, amendment or
modification shall be binding or effective unless in writing and signed by
the parties sought to be bound.
10. This Amendment shall inure to the benefit of and be binding upon the
parties and their respective successors and Time is of the essence with
respect to all payments due under the Merger Agreement, subject to the
termination cure period provided for in paragraph 8 hereinabove.
11. In the event of any action, suit or proceeding hereunder, the party
prevailing, to the greater extent, shall be entitled to recover reasonable
attorney's fees in addition to the cost of said action, suit or proceeding.
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<PAGE>
Additionally, TBC agrees to pay upon presentation of his invoice
therefore all attorney's fees incurred by Sun with Jeffrey P. Kranzdorf,
Esq in connection with his preparation of this agreement and the Employment
and License agreements prepared contemporaneously herewith. Such obligation
to pay said attorney's fees shall be a condition to the closing of all
transactions contemplated hereunder. The hourly rate for all such services
so rendered shall be at attorney's standard rate. These fees shall not
exceed $3,000.00.
TBC acknowledges that although it is solely responsible for the
payment of such fees, Jeffrey P. Kranzdorf, in performing such services,
is acting as counsel for Sun, SCCG and McDonald only. TBC hereby
irrevocably and forever waives any potential claims of conflict of interest
as a result of such representation and payment arrangement.
12. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument. All documents and agreements
referred to herein and delivered to TBC concurrent with the parties
execution hereof and that of the Merger Agreement, the Exchange Agreement
and the License Agreement are integral parts hereof and their terms to as
if set forth at length.
13. No party hereto shall be liable to the other for any failure to
perform or a delay in performance of its obligations hereunder caused by an
Act Of God, outbreak of hostilities, riots, civil disturbance, act of
terrorism, the act of any government or authority (including any revocation
of any license or consent), fire, explosion, flood, fog or bad weather,
default of suppliers or sub-contractors, theft, malicious damage, strike,
lock-out or industrial action of any kind, cause or circumstance beyond its
reasonable control.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first set forth above.
Sun Broadcasting Systems, Inc. Tampa Bay Corporation
By: /s/ GREG MCDONALD By: /s/ WILLIAM BRIN
- ------------------------------ ---------------------------
Greg McDonald
its Chairman and CEO its President/CEO
Date: 12/8/95 Date: 12/8/95
- ------------------------------ ---------------------------
6
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<PAGE>
SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION ("Second
Amendment") is made and entered into as of the _______ day of January 1996,
by and between SUN BROADCASTING SYSTEMS, INC. a California corporation
(hereinafter referred to as "Sun") and TAMPA BAY CORPORATION a Nevada
corporation (hereinafter referred to as "TBC").
This Second Amendment is for the express and limited purposes of
amending and modifying certain provisions, terms, conditions, promises,
covenants, representations, warranties, disclosures and agreements set
forth in the Agreement and Plan Of Reorganization (hereinafter referred to
as the "Merger Agreement") and the Agreement Of Exchange (hereinafter
referred to as "The Exchange Agreement" ) entered into by and between Sun
and TBC concurrently herewith and the Amendment to Agreement and Plan of
Reorganization ("First Amendment").
AGREEMENT:
The purpose of this Second Amendment is to modify the terms of payment
as detailed in the Merger Agreement Section 1(b). The table shall be
eliminated from the paragraph and replaced with new terms of payment. The
paragraph shall read:
" (b) In addition to the issuance of the TBC Common Stock to the prior
holders of Sun Common Stock on a pro rata basis, TBC shall pay such total
sum of cash as set forth below on such indicated dates and such total sum
is to be divided and paid to the holders of the Sun Common Stock, as of the
date and time immediately prior to the exchange of TBC Common Stock for the
Sun Common Stock, on a proportionate share basis.
A. A payment of $50,000.00 on January 20, 1996 to Sun Studios to be used
for general corporate overhead.
B. A payment of $50,000.00 on February 20, 1996 to Sun Studios to be used
for general corporate overhead.
C. A payment of $50,000.00 on March 20, 1996 to Sun Studios to be used
for general corporate overhead.
D. A payment of $50,000.00 on April 20, 1996 to Sun Studios to be used
for general corporate overhead and a payment of $200,000.00 to Gregory
McDonald as a payment credited to the $1,500,000.00 cash purchase
price.
E. A payment of $50,000.00 on May 20, 1996 to Sun Studios to be used for
general corporate overhead and a payment of $200,000.00 to Gregory
McDonald as a payment credited to the $1,500,000.00 cash purchase
price.
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F. A payment of $50,000.00 on June 20, 1996 to Sun Studios to be used for
general corporate overhead and a payment of $200,000.00 to Gregory
McDonald as a payment credited to the $1,500,000.00 cash purchase
price.
G. A final payment of $900,000.00 on July 20, 1996 for the purchase of
Sun Studios from the proceeds of a secondary offering scheduled for
May 15, 1996.
It is further agreed that the December 1995 payment of $50,000.00 will
charged to general overhead use and not applied to reduce the outstanding
balance of the Purchase Price. It is further agreed that in the event that
the secondary offering is not registered and sold by June 20, 1996 that the
payment schedule of $50,000.00 general corporate overhead will continue
until McDonald has been paid a total of $1,500,000.00.
The tax consequences of the above-described payments are the sole
responsibility of Sun and/or Sun's shareholders, and Sun and its
shareholders shall bear the burden of paying any taxes resulting from the
transactions contemplated by this Agreement. The subsidiary shall have
not responsibility for the payment of taxes caused by this transaction and
shall be indemnified to that effect by Sun and Sun's shareholders."
All other terms and conditions previously agreed to will remain in full
force and effect.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto by their respective officers thereunto duly authorized by a
majority of their directors as of the date first above written.
TAMPA BAY CORPORATION
By: /s/ WILLIAM BRIN
-----------------------------------
Title: President
Attest: /s/ ALLEN STOUT
-------------------------------
Secretary
SUN BROADCASTING SYSTEMS, INC
By: /s/ GREG MCDONALD
-----------------------------------
Title: President
Attest:
-------------------------------
Secretary
GREG MCDONALD
/s/ GREG MCDONALD
-----------------------------------
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<PAGE>
ASSET PURCHASE AGREEMENT
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<PAGE>
ASSET PURCHASE AGREEMENT
Agreement made the 18th day of March, 1996, between Reality Entertainment,
a Nevada corporation having its principal office at 32766 Barrett Dr.,
Westlake Village, CA 91361, as Seller, and Tampa Bay Corporation., a Nevada
corporation having its principal office at 2119 E. Thomas Rd. Suite C,
Phoenix, AZ 85018 as Buyer.
RECITALS
A. Seller now owns and operates a record publishing company and
desires to sell the assets of such business, together with its property and
assets (as set forth herein), as a going concern on the terms and
conditions herein set forth.
B. Buyer desires to purchase such business, property, and assets, and
is willing to transfer a certain amount of its stock on the terms and
conditions herein forth.
C. Seller has provided for the winding up and settling of its
corporate affairs in voluntary dissolution and for the distribution to its
shareholders of its net assets in complete liquidation.
In consideration of the covenants hereinafter set forth, the parties
agree as follows:
SECTION I
SALE OF BUSINESS
Seller shall sell, transfer, and deliver to buyer and buyer shall
purchase, free and clear of all liens, pledges, or encumbrances of any
kind, seller's existing business and assets, including but not limited to
the good will of the business as a going concern, the right to use the name
Reality Entertainment., or any variant thereof, all of the seller's rights
under its contracts, licenses, trademarks, copyrights, and agreements, all
assets and property used by seller in such business.
SECTION II
PURCHASE PRICE
In consideration of the sale of assets and properties under this
agreement, buyer shall transfer 500,000 144 shares of its common stock to
seller as outlined in Schedule "A", together with other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
Additional shares will be issued to seller as outlined in Schedule "A".
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SECTION III
ASSUMPTION OF LIABILITIES
The Seller will operate as a wholly owned subsidiary of Buyer. Seller
will be responsible for all of its liabilities prior this agreement as well
as liabilities arising in the ordinary conduct of its business.
SECTION IV
INSTRUMENTS OF TRANSFER
Seller shall deliver to buyer a bill of sale, endorsements,
assignments, and such other instruments of conveyance and transfer as shall
be reasonable and necessary to vest in buyer marketable title to the assets
being sold, conveyed, and delivered hereunder.
SECTION V
SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants as follows:
(1) ORGANIZATION. Seller is a corporation duly organized, existing,
and in good standing under the laws of the State of _______________; it has
the corporate power to carry on its business as it is now conducted; and it
is qualified to do business in __________________. Seller is authorized to
issue ______ shares of common stock, with ________ par value, and ________
shares of preferred stock, with par value. _______ common shares and no
preferred shares are outstanding.
(2) AUTHORITY. The board of directors of seller has duly approved a
plan of liquidation and has authorized the execution, delivery, and
performance of this agreement by seller.
(3) FINANCIAL STATEMENTS. Seller is solvent and has made adequate
provision for payment of its debts. It has delivered to buyer copies of its
financial statements, certified by ___________, independent certified
public accountant, for the year ending 1995, including audited balance
sheets, audited statements of profit and loss accounts. All such statements
have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis, and fairly reflect the financial
position of seller as ofthe end of such periods and the result of
operations during such periods.
(4) TITLE TO ASSETS. Seller has good and marketable title to all of
its properties and assets that are reflected in Schedule "B". Such
properties and assets are owned by seller free and clear of all mortgages,
liens, and encumbrances. Seller is not party to amy employment agreement,
collective bargaining agreement, or pension, profit-sharing or retirement
plan or agreement that relates to any period beyond the closing date.
Copies of all such written agreements have been supplied to buyer, and
seller warrants that there are no other plans or arrangements for deferred
compensation or fringe benefits for any of its employees.
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(5) TAXES. All tax returns required to be filed by seller have been
duly filed and seller has paid or adequately provided for any and all taxes
shown by such returns to be due and payable.
(6) ABSENCE OF LITIGATION. There are no suits, governmental
proceedings, or litigation pending or, to the knowledge of the seller,
threatened against seller that might materially affect the finan'cial
condition, business, or property of seller or its properties.. No labor
dispute is pending or, to the knowledge of seller, threatened against
seller.
(7) ABSENCE OF CHANGE. Since ________________, the date of the balance
sheet seller has not issued any stock, bonds, or other corporate securities
except for the list previously furnished by Seller of current shareholders
including Treasury Agents, Inc.; incurred any obligation or liability to
shareholders, or purchased or redeemed any shares of its common stock;
mortgaged, pledged, or subjected to lien any of its assets, tangible or
intangible; sold or transferred any assets or canceled any debts or claims
except in the ordinary course of business; granted any uniform increase in
the compensation of employees; disposed or permitted to lapse any patents,
trademarks, or trade names; suffered any extraordinary losses or waived any
rights except in the ordinary course of business. Since the above mentioned
date there has been no substantial change in the financial condition,
assets, liabilities, or business of seller.
(8) ACCESS TO RECORDS. Sellers shall give to buyer free access during
normal business hours, to all books and records of sellers, and will allow
buyer to make copies of those books and records which are reasonably
requested by buyer.
SECTION VII
BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants that,
(1) ORGANIZATION. Buyer is a corporation duly organized and existing
and in good standing under the laws of the state of Nevada and the
information contained in the "Corporate Profile", attached hereto as
Exhibit "C" is true and correct.
(2) AUTHORITY. Buyer's articles of incorporation authorize it to
acquire and operate the properties and business now owned and operated by
seller. The execution, delivery, and performance of this agreement by buyer
has been duly authorized by proper corporate action, including
authorization by buyer's board of directors.
(3) FINANCIAL STATEMENTS. Buyer has delivered to seller copies of
financial statements of buyer, all of which have been prepared in
accordance with generally accepted accounting principles applied on a
consistent basis, including, with respect to fiscal year ending December
31, 1995, an audited balance sheet.
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(4) TITLE TO ASSETS. Buyer has good and marketable title to all of its
properties and assets that are reflected in the audited balance sheet of
December 31, 1995. Such properties and assets are owned by seller free and
clear of all mortgages, liens, and encumbrances. Seller is not party to any
employment agreement, collective bargaining agreement, or pension,
profit-sharing or retirement plan or agreement that relates to any period
beyond the date of execution of this agreement. Buyer warrants that there
are no past or present plans or arrangements for deferred compensation or
fringe benefits for any of its employees.
(5) TAXES. All tax returns required to be filed by buyer have been
duly filed and buyer has paid or adequately provided for payment of any and
all taxes shown by such returns to be due and payable.
(6) ABSENCE OF LITIGATION. There are no suits, governmental
proceedings, or litigation pending or, to the knowledge of the buyer,
threatened against buyer that might materially affect , to the knowledge of
buyer, threatened against buyer.
(7) ABSENCE OF CHANGE. Since December 31, 1995, the date ofthe audited
balance sheet buyer has not issued any stock, bonds, or other corporate
securities; incurred any obligation or liability except in ordinary course
of its business; declared or paid any dividend or payment for distribution
to shareholders, or purchased or redeemed any shares of its common stock;
mortgaged, pledged, or subjected to lien any of its assets, tangible or
intanfole; sold or transferred any assets or canceled any debts or claims
except in the ordinary course of business; granted any uniform increase in
the compensation of employees; disposed or permitted to lapse any patents,
trademarks, or trade names; suffered any extraordinary losses or waived any
rights except in the ordinary course of business; or entered into any other
transaction except in the ordinary course of business. Since the
above-mentioned date there has been no substantial change in the financial
condition, assets, liabilities, or business of seller.
(8) ACCESS TO RECORDS. Buyer shall give to seller reasonable access to
all books and records of buyer, and will allow seller to make copies
ofthose books and records which are reasonably requested by seller.
SECTION VIII
CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
The obligations of buyer under this agreement are subject to
fulfillment of each of the following conditions prior to or at the closing:
( 1) All proceedings, instruments, and documents required of sellers
under this agreement shall be reasonably satisfactory in form and in
substance to buyer's counsel.
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(2) The instruments and conveyances of transfer executed and delivered
by seller at the closing shall be valid in accordance with their terms, and
shall effectively vest in buyer good and marketable title to the assets and
business as contemplated by this agreement, free and clear of any
liabilities, obligations, or encumbrances except those liabilities and
obligations expressly assumed by buyers as provided herein.
(3) There shall not have been any material breech of the
representations or warranties of seller contained in this agreement, and
such representations and warranties shall be substantially correct on the
closing date, except as affected by transactions contemplated herein and
changes occurring in the ordinary course of business.
(4) Between the date of execution of this agreement and the closing
date there shall not have been any material adverse change in the business
or business prospects of seller.
(5) The manner in which seller is conducting its business has not been
in violation of any applicable law or regulation materially affecting the
properties assets, and rights to be sold pursuant to this agreement, and
seller shall not be a party to, or be threatened with, any litigation or
proceeding relating to any transactions contemplated by this agreement.
SECTION IX
CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS
All obligations of seller under this agreement are subject to the
fillfilment prior to or at the closing of the following conditions:
( 1) Seller shall have received an opinion of counsel for buyer, to
the effect that buyer is a Nevada corporation duly authorized to transact
business and to hold property in the State of Texas; and all corporate
proceedings required to be taken by buyer to carry out this agreement and
to undertake the liabilities referred to in Section III have been duly and
properly taken.
(2) Representations and warranties made by buyer in this agreement
shall be true and accurate in all material respects as of the closing date,
except as affected by transactions contemplated herein and changes
occurring in the ordinary course of business.
(3) At the meeting of the directors of buyer as provided for in
Section X, the requisite number of directors shall have voted in favor of
the purchase of the assets and business of buyer as specified in this
agreement.
SECTION X
ACTION BY BOARD OF DIRECTORS OF SELLER
A special meeting of the board of directors of seller shall be held
prior to the closing date for the purpose of voting on the authorization of
the sale of properties and assets pursuant to this agreement.
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SECTION XI
INDEMNIFICATION OF BUYER
Seller agrees to indemnify buyer against (1) all liabilities and
obligations of seller not expressly assumed herein by buyer, (2) any
damage, loss, or deficiency due to any breach of warranty,
misrepresentation, or nonfulfillment of any agreement on the part of seller
contained in this agreement or in any document or list delivered or to be
delivered to buyer in connection with this agreement; and (3) all actions,
suits, proceedings, judgments, costs, and expenses connected with such
breach or misrepresentation.
SECTION XII
INDEMNIFICATION OF SELLER
Buyer agrees to indemnify seller against (1) all liabilities and
obligations of buyer not expressly disclosed herein by buyer; (2) any
damage, loss, or deficiency due to any breach of warranty,
misrepresentation, or nonfulfillment of any agreement on the part of buyer
contained in this agreement or in any document or list delivered or to be
delivered to seller in connection with this agreement; and (3) all actions,
suits, proceedings, judgments, costs, and expenses connected with such
breach or misrepresentation.
SECTION XIII
CLOSING DATE
The closing with respect to the transactions contemplated by this
agreement shall be held on May 15, 1996 via facsimile if necessary.
SECTION XIV
BROKER
Each party represents that no person, corporation, or partnership
brought about this sale or is entitled to any commission.
SECTION XV
NOTICES
All notices to be given hereunder shall be given in writing and shall
be delivered personally or by registered or certified mail, postage
prepaid, as follows:
(1) If to buyer, address to 2521 E. Thomas Suite C, Phoenix, AZ 85018.
(2) If to seller, address to 32766 Barrett Dr. Westlake Village, CA
91361.
E-111
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SECTION XVI
ENTIRE AGREEMENT
This agreement, including the exhibits referred to herein, contains
the entire agreement between the parties with respect to the transaction
contemplated herein. It may be executed in any nurnber of counterparts or
facsimiles, each and all of which shall be deemed for all purposes to be
one agreement.
SECTION XVII
CHOICE OF LAW
The laws of Arizona will govern the validity of this agreement, the
construction of its terms, and the interpretation of the rights and duties
of the parties.
The corporate parties have caused this agreement to be executed on the
date first above written.
Reality Entertainment, Seller
By: /s/ Russ Regan AKA Harold Rustigian
----------------------------------------
Russ Regan aka Harold Rustigian
Tampa Bay Corporation, Buyer
By: /s/ Jeffrey S. Taylor
----------------------------------------
Jeffery Taylor, V.P.
E-112,E-113
<PAGE>
SCHEDULE "A"
Tarnpa Bay Corporation will issue l,500,000 shares of its common
unregistered stock to Russ Regan aka Harold Rustigian and Robert Adams
and/or their nominees on the following conditions:
1. 500,000 (five hundred thousand) shares will be issued to Russ
Regan aka Harold Rustigian and Robert Adams and/or their nominees
on closing when:
a) $1,000,000.00 is raised for Reality Entertainment by
Robert Adams and Russ Regan aka Harold Rustigian.
2. A stock option for a period of three years from this date to
purchase 500,000 (five hundred thousand) shares will be issued to
Russ Regan aka Harold Rustipan and Robert Adams and/or their
nominees when pre-tax net revenues received by Reality
Entertainment reach $5,000,000.00 (five million) with a cost of
$1.00 (one dollar) per share.
3. A stock option for a period of five years from this date to
purchase 500,000 (five hundred thousand) shares will be issued
to Russ Regan aka Harold Rustigian and Robert Adams and/or their
nominees when pre-tax net revenues received by Reality
Entertainment reach $10,000,000.00 (ten million) with a cost of
$2.00 (two dollars) per share.
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<PAGE>
SCHEDULE "C"
CORPORATE PROFILE
------------------
TAMPA BAY CORPORATION
1400 FIFTH AVENUE, SUITE 200
SAN DIEGO, CA 92101
CUSIP NUMBER . . . . . . . . . . . . . . . . . . . . . .875449109
STATE OF INCORPORATION . . . . . . . . . . . . . . . . . . NEVADA
DATE OF INCORPORATION. . . . . . . . . . . . . . . MARCH 18, 1987
TRADING SYMBOL . . . . . . . . . . . . . . . . . . . . . . . TBCR
S.E.C. FILE NUMBER . . . . . . . . . . . . . . . . . . . . . . .
TAX I.D. NUMBER. . . . . . . . . . . . . . . . . . . . 88-0225593
Date of I.P.O. . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend Type of Register. . . . . . . . . . . . . . . . . . . .
Underwriter. . . . . . . . . . . . . . . . . . . . . . . . . . .
Close of I.P.O.. . . . . . . . . . . . . . . . . . . . . . . . .
Price of I.P.O.. . . . . . . . . . . . . . . . . . . . . . . . .
Authorized Shares. . . . . . . . . . . . . . . . . . .$55,000,000
Authorized Common. . . . . . . . . . . . . . . . . . . 50,000,000
Par Value. . . . . . . . . . . . . . . . . . . . . . . . . .$.001
Authorized Preferred . . . . . . . . . . . . . . . . . .5,000,000
Par Value. . . . . . . . . . . . . . . . . . . . . . . . . . $.25
144 Shares . . . . . . . . . . . . . . . . . . . . . . .2,027,600
Free Trading Shares. . . . . . . . . . . . . . . . . . .4,860,500
Total Outstanding. . . . . . . . . . . . . . . . . . . .6,907,100
Number of Shareholders . . . . . . . . . . . . . . . . . . . . 40
Date 144 Restriction Expires . . . . . . . . . . . . . . 12/08/96
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
FINANCIAL INFORMATION
Total Assets . . . . . . . . . . . . . . . . . . . .$4,167,423.00
Current Liabilities. . . . . . . . . . . . . . . . . . $1,826,274
Pending Litigation . . . . . . . . . . . . . . . . . . . . . None
CONTACT INFORMATION
C.P.A. . . . . . . . . . . . . . . . . . . . . . . William Clancy
E-115
<PAGE>
CONSENT TO EXTENSION OF PAYMENT
E-116
<PAGE>
CONSENT TO EXTENSION
--------------------
TO: TAMPA BAY CORPORATION
Gentlemen:
By our execution hereof and in consideration of the sum of Fifty Thousand
Dollars ($50,000.00), the sufficiency and receipt of which is hereby
acknowledged, Tampa Bay Corporation ("TBC"), Sun Broadcasting Systems, Inc.
("SBS") and Greg McDonald ("GM") hereby agree to extend to a date through
and including December 22, 1995, the date for the initial payment provided
for under sub-paragraph 1(f) of the Agreement And Plan Of Reorganization
("Agreement") dated as of December 8, 1995. No other notice or action on
the part of any party shall be required hereunder or under the Agreement in
order to effect the extension herein provided for and no such extension
shall affect the dates for any other payments provided for under the
Agreement. Nothing set forth herein shall serve to enlarge, modify,
cancel, amend, compromise or otherwise affect any other rights or
obligations of TBC, SBS or GM under the Agreement and the payment made
concurrent with the parties' execution hereof shall be applied to the cash
portion of the purchase price contained therein.
WITNESS OUR HANDS this 15th day of December, 1995.
SUN BROADCASTING SYSTEMS, INC.
by: /s/ Greg McDonald
----------------------------------------
GREG McDONALD
/s/ Greg McDonald
- ----------------------------------------
GREG McDONALD, individually
TAMPA BAY CORPORATION
By: /s/ Allen Stout
----------------------------------------
An authorized signer
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<PAGE>
CONSENT TO EXTENSION
-------------------------
TO: TAMPA BAY CORPORATION
Gentlemen:
By our execution hereof and in consideration of the sum of Fifty Thousand
($50,000.00), the sufficency and receipt of which is hereby acknowledged,
Tampa Bay Corporation ("TBC"), Sun Broadcasting Systems, Inc. ("SBS") and
Greg McDonald ("GM") hereby agree to extend to a date through and including
December22, 1995, the date for the initial payment provided for under sub-
paragraph 1 (i) of Agreement And Plan Of Reorganization ("Agreement") dated
as of December 81, 995. No other notice or action on the part of any party
shall be required hereunder or under the Agreement in order to effect the
extension herein provided for and no such extension shall affect the due
dates for any other payments provided for and no such extension shall
affect the due dates for any other payments provided for under the
Agreement. Nothing set forth herein shall serve to enlarge, modify,
cancel, amend, compromise or otherwise affect any other rights or
obligations of TBC, SBS or GM under the Agreement and the payment made
concurrent with the parties execution hereof shall be applied to the cash
portion of the purchase price contained therein.
WITNESS OUR HANDS this 15th day of December 1995
SUN BROADCASTING SYSTEMS, INC.
by: /s/ Greg McDonald
----------------------------
GREG McDONALD
/s/ Greg McDonald
- ----------------------------
GREG McDONALD, individually
TAMPA BAY CORPORATION
By: /s/ Allen Stout
----------------------------
an authorized agent
E-118
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ESCROW AGREEMENT
E-120
<PAGE>
ESCROW AGREEMENT
DATE: December 8, 1995
PARTIES: Jeffrey P. Kranzdorf, Esq., Los Angeles, California, an
attorney (the "Attorney" or "Escrow Agent") and Tampa Bay
Corporation, Phoenix, Arizona a Nevada Corporation (the
"Company") and Greg McDonald (collectively the "Parties").
RECITALS: The Company intends to acquire all the shares of Sun
Broadcasting Systems, Inc. a California corporation under an
Agreement and Plan of Reorganization and Amendment to
Agreement and Plan of Reorganization attache to this Escrow
Agreement as Exhibit A and Greg McDonald intends to sell his
interest in Sun Broadcasting in exchange for cash and shares
of Tampa Bay Corporation. Tampa Bay Corporation is to
deposit 2,000,000 shares of its common stock in the escrow
account and Greg McDonald is to deposit all the outstanding
shares of Sun Broadcasting Systems, Inc.
The Company and Greg McDonald desire to establish an escrow with the
Attorney in which the shares of Sun Broadcasting Systems, Inc. and Tampa
Bay Corporation will be held by the Attorney, in trust under the terms of
this Escrow Agreement. ("Agreement")
AGREEMENTS: Therefore, in consideration of the mutual covenants herein
contained, the Escrow Agent and the Company agree as follows:
1. ESCROW ACCOUNT. Jeffrey P. Kranzdorf will act as Escrow Agent in
connection with the agreements attached as Exhibit A. As Escrow Agent, the
Attorney will establish escrow accounts (the "Escrow Accounts"), will
deposit all the shares into this account and keep those shares until
authorized to release them under this Escrow Agreement and the agreements
in Exhibit A.
2. MANNER OF HOLDING. The Escrow Agent shall hold all share
certificates in a safe deposit box or some other equally secure location
subject to the terms of this Agreement. The Escrow Agent shall hold the
safe-keeping receipt or other evidence of ownership of such certificates as
agent for the shareholders and not as an asset of the Escrow Agent.
3. DISBURSEMENT OF SHARES.
3.1 TO THE COMPANY AND GREG MCDONALD. Shares for each of the
parties will be disbursed to the parties when all of the following
conditions have been met:
(a) the Escrow Agent has received a certificate or
certificates from Tampa Bay Corporation and Greg McDonald
certifying that all conditions of the agreements in Exhibit A
have been met; and
(b) The Escrow Agent shall not have received notification
from the Company that the agreements have been breached.
4.2 TO GREG MCDONALD. The shares may be issued to Greg McDonald
upon written notification to Escrow Agent by Greg McDonald. The
shares shall be disbursed within 10 days of the receipt of the notice
by Escrow Agent.
1
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<PAGE>
3.3 TIMING OF DISBURSEMENT.
(a) Provided that the conditions set forth in Section 4.1
hereof have been met, collected the shares shall be disbursed to
the Company and Greg McDonald by the Escrow Agent upon receipt of
written instruction from the Company directing that such shares
be released to the Company and Greg McDonald.
(b) The shares will also be disbursed upon the written
agreement of the parties.
(c) The shares are to be distributed within 10 days of the
receipt of the compliance with the conditions or of the mutual
consent of the parties.
4. WITHDRAWAL OF THE AGREEMENTS. The parties to this agreement may
mutually agree to terminate the relationships contemplated by the
Agreements. If the Agreements are withdrawn, the parties shall so notify
the Escrow Agent. In the absence of any such notification, the Escrow
Agent shall assume that the Agreements have not been withdrawn.
5. MAINTENANCE OF RECORDS. The Escrow Agent shall maintain accurate
records of all transactions hereunder. Promptly after the termination of
the escrow, the Escrow Agent shall provide the parties with a complete and
accurate account of all such transactions. The parties shall also have
access to such books and records relating to the Escrow Account at all
reasonable times during normal business hours upon reasonable notice to the
Escrow Agent.
6. EXCULPATION AND INDEMNIFICATION OF ESCROW AGENT. The Escrow Agent
shall have no duties or responsibilities other than those expressly set
forth herein. The Escrow Agent shall have no duty to enforce any
obligation to any person to make any payment or delivery, to direct or
cause any payment or delivery to be made, or to enforce any obligation of
any person to perform any other act. The Escrow Agent shall be under no
liability to anyone by reason of any failure on the part of any party
hereto, or any other person, or any maker, guarantor, endorser of other
signatory of any such document to perform such persons obligations under
any such document. Except as provided in this Escrow Agreement, and except
for instructions given to the Escrow Agent relating to the Escrow Account
as provided for in this Agreement or accepted by the Escrow Agent, the
Escrow Agent shall not be obligated to recognize any agreement between any
or all of the persons referred to herein, notwithstanding that references
thereto may be made her Agent shall not be liable for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own reasonable judgment, and may rely
conclusively and shall be protected in acting upon, any order, notice,
demand, certificate, opinion or advice of counsel (including counsel chosen
by the Escrow Agent), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Escrow Agent
to be genuine and to be signed or presented by the proper person or
persons. The Escrow Agent shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Escrow
Agreement or any of the terms hereof, unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if
the duties or rights of the Escrow Agent are affected, unless it shall give
its prior written consent thereto.
The Escrow Agent shall not be responsible for the sufficiency or
accuracy of the form of, or the execution, validity, value, or genuineness
or, any document or property received, held or delivered by it hereunder,
or of any signature or endorsement thereon, or for any lack of endorsement
thereon, or for any description therein, nor shall the Escrow Agent be
responsible or liable in any respect on account of the identity, authority
or rights of the persons executing or delivering or purporting to execute
or deliver any property or document including this Escrow Agreement. The
Escrow Agent shall have no responsibility with respect to the use or
application or any funds or other property paid or delivered by the Escrow
Agent pursuant to the provisions hereof, provided, however, that
2
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<PAGE>
nothing herein shall relieve the Escrow Agent from liability for gross
negligence or intentional wrongdoing in connection with the useubscription
Proceeds. The Escrow Agent shall not be liable for any loss which may be
incurred by reason of any investment of any monies which it holds hereunder
if made in accordance with Section 3 hereof.
The Escrow Agent shall have the right to assume, in the absence of
written notice to the contrary from the proper person or persons, that a
fact or any event, by reason of which an action would or might be taken by
the Escrow Agent, does not exist or has not occurred, without incurring
liability for any action taken or omitted, or any action suffered by it to
be taken or omitted, in good faith and in the exercise of its own best
judgment, in reliance upon such assumption.
To the extent that the Escrow Agent becomes liable for the payment of
taxes, including withholding taxes, in respect of income derived from the
investment of funds held hereunder or any payment made hereunder, the
Escrow Agent may pay such taxes. The Escrow Agent may withhold from any
payment of monies held by it hereunder such amount as the Escrow Agent
estimates to be sufficient to provide for the payment of such taxes not yet
paid, and may use the sum withheld for that purpose. The Escrow Agent
shall be indemnified and held harmless by the other parties hereto against
any liability for taxes, and for any penalties or interest in respect of
taxes, on such investment income or payments.
The Escrow Agent shall be indemnified and held harmless, jointly and
severally by the other parties hereto from and against any expenses,
including legal fees and disbursements, or loss suffered by the Escrow
Agent in connection with any action, suit or other proceeding involving any
claim, or in connection with any claim or demand, which in any way,
directly or indirectly arises out of or relates to the Escrow Agreement,
the services of the Escrow Agent hereunder, the monies or other property
held by it hereunder, the monies or other property held by it hereunder or
any income earned from investment of such mon for the amount of any such
expense or loss on the monies and other property held by it hereunder and
shall be entitled to reimburse itself from such monies or property for the
amount of any such expense or loss.
Within five (5) days following the receipt by the Escrow Agent of
notice of any demand or claim or the commencement of any action, suit or
proceeding, the Escrow Agent shall, if a claim in respect thereof is to be
made against any of the other parties hereto, notify such other parties
thereof in writing in accordance with the notification provisions of this
Agreement. The other parties, or any of them, may defend the Escrow Agent
against any such demand or claim if they so notify the Escrow Agent within
fifteen (15) days following receipt of notice thereof from the Escrow
Agent. The Escrow Agent shall not, however, be entitled to indemnification
of any amount paid by it in connection with such claim or demand if, prior
to the expiration of such fifteen (15) day period, the Escrow Agent pays or
settles any such claim or demand in an amount which, when aggregated with
any prior payments or settlements of all matters which have been or will be
subject to indemnification hereunder, would exceed $500,000.00, unless the
prior written consent of the other parties is obtained, which consent will
not be unreasonably withheld, and provided that any such payment or
settlement shall only be made by the Escrow Agent in a good faith exercise
of its reasonable business judgment.
If the other parties, or any of them, elect to negotiate any claim or
demand or defend the Escrow Agent in the event of an action brought
thereon, they shall do so at their own expense. The electing party or
parties shall have the sole right to control any such litigation,
negotiation, and agree to any settlement of any claim, demand or action,
with legal counsel reasonably satisfactory to the Escrow Agent. The Escrow
Agent shall reasonably cooperate in the defense of said claim or demand and
shaense of any such action, including the engaging of its own separate
legal counsel, except that the costs of any such separate legal counsel
shall be borne by the Escrow Agent and shall not be subject to any
indemnification by the other parties.
If none of the other parties elects within the aforesaid fifteen (15)
day period of election to defend the Escrow Agent, the Escrow Agent may
defend itself, negotiate, settle, or pay any such claim or demand and be
entitled to indemnification hereunder provided that the Escrow Agent's
actions constitute a good faith exercise of its reasonable business
judgment.
3
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<PAGE>
Notwithstanding any obligation to make payments and deliveries
hereunder, the Escrow Agent may retain and hold for such time as it deems
necessary such amount of monies or property as it shall, from time to time
in its sole discretion, deem sufficient to indemnify itself for any such
loss or expense and for any amounts due it.
For the purposes hereof, the term "expense and loss" shall include all
amounts paid or payable to satisfy any claim, demand or liability, or in
settlement of any claim, demand, action, suit or proceeding settled with
the express written consent of the Escrow Agent, and all costs and
expenses, including, but not limited to, defending against any such claim,
demand, action, suit or proceeding Notwithstanding anything herein to the
contrary, the other parties shall not be required to indemnify or hold
harmless the Escrow Agent for any liabilities, costs or expenses incurred
in connection with the Escrow Agent's gross negligence or intentional
wrongdoing related to any action required of it herein.
If any dispute or difference arises between the parties and any third
person (including any Subscriber) and if any conflicting demand shall be
made upon the Escrow Agent, the Escrow Agent shall not be required to
determine the same or take any action relating thereto. The Escrow Agent
may await settlement of the controversy by final appropriate l or the
Escrow Agent may file suit in interpleader in the courts of the State of
California, for the purpose of having the respective rights of the parties
adjudicated, and may deposit with the court any or all monies held
hereunder. Upon institution of such interpleader suit or other action,
depositing such money with the court and giving notice of such action to
the parties involved either by personal service, or in accordance with the
order of the court, the Escrow Agent shall be fully released and discharged
from all further obligations hereunder with respect to the monies so
deposited. The parties agree to pay to the Escrow Agent any and all costs
and reasonable attorney's fees incurred by the Escrow Agent in connection
with such interpleader or other action, and to indemnify and hold and save
the Escrow Agent harmless from any and all loss, cost, damage or liability
hereunder not arising from the gross negligence or intentional misconduct
of the Escrow Agent. Upon making any such payment, the parties will be
subrogated to the Escrow Agent's right to judgment for such costs, damages,
etc. against third persons to the extent permitted by law.
7. COMPENSATION OF ESCROW AGENT. For all services rendered by the
Escrow Agent hereunder, the Escrow Agent shall be entitled to receive from
the Company a fee (the "Fee") described and calculated as set forth in the
attached exhibit. The Fee earned shall be payable on the date the shares
are disbursed in accordance with Section 4 hereof. In addition, the
Company shall reimburse the Escrow Agent for any and all costs, including
reasonable attorney's fees, related to the preparation and execution of
this Escrow Agreement.
8. FURTHER ASSURANCES. From time to time, on and after the date
hereof, the other parties hereto shall deliver, or cause to be delivered,
to the Escrow Agent such further documents and instruments and shall do any
further acts, or cause such further acts to be done as the Escrow Agent
shall rthe Escrow Agent shall have no obligation to make any such request)
to carry out more effectively the provisions and purposes of this Escrow
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.
9. RESIGNATION. The Escrow Agent may resign at any time and be
discharged from its duties as Escrow Agent hereunder by giving the other
parties hereto at least fifteen (15) days' notice hereof. As soon as
practicable after its resignation, the Escrow Agent shall turn over to a
successor escrow agent appointed by the parties hereto all monies and
property held hereunder (less such amount as the Escrow Agent is entitled
to retain pursuant to Section 8) upon presentation of the document
appointing the new escrow agent and its acceptance thereof. If no new
escrow agent is so appointed within a thirty-day period following such
notice of resignation, the Escrow Agent may deposit the aforesaid monies
and property with any court it deems appropriate.
10. CONSENT TO SERVICE OF PROCESS. Each of the parties hereto hereby
irrevocably consents to the jurisdiction
4
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of the courts of the State of California and of any federal court located
in such state in connection with any action, suit or other proceeding
arising out of or relating to this Escrow Agreement or any action taken or
omitted hereunder, and waive personal service of any summons, complaint or
other process and agree that the service thereof may be made by certified
or registered mail directed to such person at such person's address for
purposes of notices hereunder. Should the person so served fail to appear
or answer within the time prescribed by law, that person shall be deemed in
default and judgment may be entered by the complaining party against that
person for the amount as demanded in any summons, complaint or other
process so served.
11. NOTICES. All notices, requests, demands and other communications
provided for herein shall be in writing, shall be delivered by hand or by
first class mail, shall be deemed given when received and shall be
addressed to the parties hereto or the Subscribers at their respective
addresses listed below or to such other persons or addresses as the
relevant party shall designate from time to time in writing delivered in
like manner:
If to the Company:
Tampa Bay Corporation
4530 North 40th Street
Phoenix, Arizona 85018
If the Escrow Agent:
Jeffery P. Kranzdorf
_________________________
_________________________
_________________________
If to Greg McDonald:
444 Via Las Palmas
Palm Springs, California 92262
12. MISCELLANEOUS.
12.1 ASSIGNMENT; BINDING EFFECT. This Escrow Agreement and the
rights and obligations of the parties hereunder may not be assigned
without the express written consent of the Escrow Agent. This Escrow
Agreement shall be binding upon and inure to the benefit of each
party's respective successors and permitted assigns. No other person
shall acquire or have any right under, or by virtue of, this Escrow
Agreement. This Escrow Agreement may not be modified, amended or
supplemented without an express written agreement executed by the
Escrow Agent and the other parties hereto.
12.2 GOVERNING LAW. This Escrow Agreement shall be governed by
and construed in accordance with the laws of the State of California.
12.3 HEADINGS. The headings in this Escrow Agreement are for the
purposes of reference only and shall not limit or otherwise affect any
of the terms hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement
as of the day and year first above written.
TAMPA BAY CORPORATION
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By
--------------------------------
Title
--------------------------------
GREG MCDONALD
By /s/ GREG MCDONALD
--------------------------------
Title President
JEFFREY P. KRANZDORF
ESCROW AGENT
By
--------------------------------
Title
--------------------------------
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EXECUTIVE EMPLOYMENT
AGREEMENT
E-127
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into as of December 8,
1995 by and between SUN BROADCASTING SYSTEMS, INC. ("Employer"), a
California corporation which is a wholly owned subsidiary of Tampa Bay
Corporation ("TBC"), a Nevada corporation, and GREG McDONALD ("Employee").
FIRST: TERM OF EMPLOYMENT
1.01 EMPLOYMENT PERIOD. Employer hereby employs Employee and Employee
hereby accepts employment with Employer for a period of two (2) years
beginning on December ____, 1995, in accordance with the provisions of this
Agreement. As used herein, the phrase "employment term" refers to the
entire period of employment of Employee by Employer hereunder, whether for
the period provided above, or whether terminated earlier by either party,
as hereinafter provided, or extended by actual agreement by Employer and
Employee.
SECOND: DUTIES OF EMPLOYEE
2.01 GENERAL DUTIES. Employer engages Employee to serve as General
Manager, and Employee hereby agrees to act in that capacity, and to manage
the day to day business of the Employer, which services shall be rendered
to Employer under the terms and conditions hereinafter set forth. In his
management of Employer's business operations, Employee shall during the
Term hereof have the exclusive power to hire and discharge all other
employees working in the operation. Employer hereby confirms Employee's
prior hiring of all other employees currently employed in the business
operation as it exists as of the effective date hereof. Employee has
exclusive right to make all business and creative decisions for the
Company. Until the payment of the $1,500,000.00 Employee cannot be
discharged and Employee is in exclusive control of the physical operation
and the premises.
2.02 DEVOTION OF ENTIRE TIME TO EMPLOYER'S BUSINESS. Except as
otherwise provided in this Agreement, Employee shall devote Employee's best
efforts to the management of the Employer to insure the success of the
venture. It is recognized that Employee has other business ventures and
that some time of the Employee will be devoted to those other ventures. In
no circumstance will Employee devote more time to the other businesses, in
the aggregate, than to the Employer. Employee shall also be available to
the Board of Directors of the Employer on a priority basis to assist in the
operations of the Employer.
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2.03 POTENTIAL CONFLICTS OF INTEREST. It is acknowledged that
Employee has other business ventures and entertainment companies that have
potential conflicts of interest. Employee is under no obligation to
disassociate from those businesses and the Employer acknowledges awareness
of the potential conflicts. Employee will disclose to Employer any
transaction that may be a conflict of interest.
THIRD: COMPENSATION OF EMPLOYEE
3.01 SALARY. As compensation for Employee's services hereunder,
Employee shall receive a salary of Two Hundred Thousand Dollars
($200,000.00) per year during the initial twenty four (24) month period
constituting the term of this Agreement, with annual increases made on the
anniversary date of the commencement hereof based on increases, if any, in
percentage amounts equal to any increase in the Los Angeles area Consumer
Price Index as determined by the Bureau of Labor Statistics of the United
States Department of Labor. Should such Index cease to be published by the
United States Government during the Term hereof, then the measure of such
increase shall be determined by such other successor publication or other
measure of inflation in consumer costs as may be then utilized by the
United States Government.
3.02 ADDITIONAL COMPENSATION. In addition to the compensation provided
for in paragraph 3.01 above, Employer may be awarded an annual bonus,
subject to approval of the board of directors, to be paid on January 1st
of the year immediately following the year to which such annual bonus may
apply in an amount equal to a percent of the Employer's net pre-tax profits
calculated on a calendar year basis determined by the board of directors,
at their sole discretion. To the extent Employer elects to institute a
defined benefit or other deferred compensation plan or any other employee
benefits as it shall in its sole discretion determine: Employee shall
participate thereunder on the same basis as all other executive employees
of the Employer.
3.03 EMPLOYEE INSURANCE. Employer agrees to obtain health insurance
for Employee and Employee's dependents, effective as of January 1, 1996,
and Employee agrees to cooperate with Employer in obtaining such insurance
and agrees to submit to the usual and customary medical examinations
required thereof, which insurance shall be obtained and maintained at the
sole expense of term hereof. Employer agrees to continue, unless Employer
and Employee otherwise agree in writing, to maintain in force the group
insurance plan(s) used by Employer for the benefit of all its full-time
employees that coverage which was in place as of the date on which Employer
was acquired by TBC.
3.04 VACATION. Employee shall be entitled to three (3) weeks paid
vacation during each twelve (12) month period during the employment term of
this Agreement without reductions of Employee's compensation hereunder.
The times for taking of such vacation will be mutually agreed upon and
arranged so as to not conflict or interfere with Employer's commitments
with respect to Employee's services.
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<PAGE>
3.05 ADVANCES. During the term hereof, Employer may advance amounts
to Employee from time to time. These advances are at the discretion of the
Employer and will require approval of the board of directors. In no event
shall the advances exceed 10% of the annual salary of the Employee and all
advances shall be repaid within 30 days of receipt.
3.06 WITHHOLDING OF AMOUNTS FROM EMPLOYEE. Employer shall deduct and
withhold from Employee's compensation all amounts required to be deducted
or withheld pursuant to any present or future statute, law, ordinance,
regulation, order, writ, judgment or decree requiring the withholding of
compensation, including, but not limited to, withholding tax, FICA and
other amounts required to be deducted or withheld pursuant to Federal,
State or local law.
FOURTH: BUSINESS EXPENSES
4.01 BUSINESS EXPENSES. During the period of this employment,
Employee will be reimbursed for Employee's reasonable expenses in
accordance with the general policy of Employer as adopted by Employer from
time to time. Employer agrees to reimburse Employee, for automobile
expenses, the amount of One Thousand Dollars ($1,000.00) per month; and for
reasonable expenses in any of the following categories: professional,
travel and entertainment expenses, home/car/fax telephone bills, and all
other items of reasonable and necessary professional expenses incurred by
Employee in the interest of the business of Employer. In this regard,
Employee agrees to keep records of any and all such expenses and to furnish
Employer reasonably detailed reports of Actual Expenses incurred by
Employee as aforesaid. Employer shall supply Employee with a corporate
American Express card issued in the name of the Employer. Employee shall
only use such card for purposes of the Employer's business and shall submit
to Employer a detailed expense report thereof within five (5) days of being
presented with a copy of each American Express card statement.
4.02 REIMBURSEMENT OF DISALLOWED COMPENSATION AND EXPENSES. In the
event any compensation paid to Employee or expenses paid for Employee, or
any reimbursement of expenses paid to employee, shall, upon audit or other
examination of the income tax returns of Employer, be determined not to be
allowable deductions from the gross income of Employer and such
determination shall be acceded to by Employer or made final by the
appropriate state or federal taxing authority or by a final judgment of a
court of competent jurisdiction, and if no appeal has been taken therefrom
or if the applicable period for filing notice of appeal has expired, then
and in such event Employee shall repay to Employer the amount of such
disallowed compensation or expenses or both. Such repayment may not be
waived by Employer.
FIFTH: TERMINATION OF EMPLOYMENT
5.01 TERMINATION OF EMPLOYMENT. Employee shall not be subject to
discharge by Employer at any time unless such discharge is for disability
as that term is defined in paragraph 5.02. In the event of a discharge for
disability, Employee shall be entitled to receive any accrued but unpaid
compensation as of the date of
3
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<PAGE>
discharge, but nothing more under this Agreement. In the event Employer
elects to relieve Employee of his duties hereunder for any reason other
than those specifically enumerated herein, then and in that event it may do
so, but Employee shall continue to be entitled to all compensation and
benefits otherwise payable to Employee hereunder. All such continuing
payments and benefits shall continue to be paid on the basis and at the
times when Employee, had he continued to be employed by Employer, would
have been entitled to receive them.
5.02 INCAPACITY OR DISABILITY. If Employee, by reason of illness,
injury, accident or other cause becomes incapacitated from performing
services at the time or in the manner herein provided, and such period of
incapacity continues in excess of twelve (12) weeks during any consecutive
twelve (12) month period during the employment term of this Agreement,
Employer may terminate Employee's employment hereunder. If Employee should
at any time actually be incapacitated by illness or other disability or
incapacity from the full and faithful performance of this Agreement,
Employer shall have the right at its option to have medical examinations of
Employee made by such physician or physicians as Employer may designate.
5.03 EFFECTS OF EMPLOYER'S DISSOLUTION. This Agreement shall cease
and terminate upon the dissolution of Employer subject only to payment of
any compensation which may be owing to Employee as of the date of such
dissolution.
5.04 FORCE MAJEURE. If, during the employment term hereof, Employer
or any contractor of Empless by reason of fire, strike, labor dispute,
governmental order, Act of God or public enemy, war, or other cause or
causes beyond the control of Employer or contractor not a party to this
Agreement, whether of the same or any other nature, and the services of
Employee are not utilized during such period of time, then and in the event
such periods of suspension shall continue for a period longer than six (6)
weeks during any twelve (12) month period, Employee shall have the right to
cancel and terminate this Agreement unless Employer, within five (5) days
after receipt of written notice from Employee of Employee's intention to
terminate this Agreement, shall elect to and shall immediately commence
payment hereunder.
SIXTH: GENERAL PROVISIONS
6.01 NOTICES. Any notices to be given hereunder by either party to the
other may be affected by personal delivery in writing or by mail
(registered or certified, postage prepaid with return receipt requested).
Mailed notices shall be addressed to the parties at the addresses appearing
on the signature page of this Agreement, but each party may change such
address by written notice in accordance with this paragraph. Notices
delivered personally shall be deemed communicated as of actual receipt;
mailed notices shall be deemed communicated as of three (3) days after
mailing.
6.02 CONTAINMENT OF ENTIRE AGREEMENT HEREIN. This Agreement
supersedes any and all other agreements, either oral or in writing, between
the parties hereto with respect to the
4
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<PAGE>
employment of Employee by Employer and contains all of the covenants and
agreements between the parties with respect to such employment in any
manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which
are not embodied herein, and that no other agreement, statement, or promise
not contained in this Agreement will be effective only if it is in writing
signed by the party to be charged. Notwithstanding the foregoing, Employer
and Employee each hereby acknowledge, agree and understand that this
Agreement is being executed simultaneously with that certain Agreement And
Plan of Reorganization and that certain Agreement of Exchange (both as
amended), the continuing validity of which are conditions concurrent to the
obligations of the Employer and Employee hereunder. If for any reason
either of such agreements cease to be in full force and effect, then and in
that event this Agreement shall also be deemed to be of no further force
and effect.
6.03 PARTIAL INVALIDITY. If any provision of this Agreement is heldg
provisions shall nevertheless continue in full force without being impaired
or invalidated in any way.
6.04 EMPLOYER MAY EMPLOY OTHERS. Employer shall have the right at any
time during the term hereof to enter into a similar type agreement with
any other person with whom Employer desires to establish an employment
relationship.
6.05 PRODUCT OF EMPLOYMENT. Employee agrees that Employer shall be
the unrestricted, unqualified owner and proprietor of all known or
hereafter existing rights of any kind and character whatsoever, whether or
not such rights are now known, recognized or contemplated, without any
restrictions, limitations or reservations whatsoever and the complete,
unconditional and unencumbered title, ownership and right throughout the
world in and to all of the following: (i) the products of Employee's
services and (ii) the designated exclusive services of Employee pursuant to
this Agreement and all results and proceeds thereof.
6.06 LAW GOVERNING AGREEMENT. This agreement shall be governed by and
construed in accordance with the laws of the State of California.
6.07 WAIVER. A waiver of any terms and conditions hereof shall not be
construed as a general waiver by Employer, and Employer shall be free to
reinstate such part or clause, with or without notice, to Employee.
6.08 AMENDMENTS OR MODIFICATIONS. The parties hereto may amend or
modify this Agreement in such manner as may be agreed upon by a written
instrument executed by such parties.
6.09 SUCCESSORS AND ASSIGNS. All of the terms and provisions of
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and be binding upon their respective successors, assigns and
legal representatives.
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<PAGE>
6.10 PARTIES IN INTEREST/GUARANTY. Nothing in this Agreement (whether
express or implied) is intended to confer upon any person, other than the
parties hereto and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement, nor is anything in this
Agreement intended to relieve or discharge the liability of any other party
hereto, nor shall any provisions hereof give any entity any right of
subrogation against, or action over or against any party. All obligations
of the Employer hereunder are hereby expressly irrevocably, and throughout
the Term of Employment, guaranteed by Tampa Bay Corporation ("TBC"). TBC
hereby agrees, acknowledges and understands that absent such guaranty,.
Employee would not have entered into this Agreement. TBC likewise agrees
that, in the event the Employer shall breach this Agreement, the Employee
may proceed directly against TBC irrespective of whether the Employee
elects to proceed against the Employer and TBC hereby irrevocably waives
for itself, its successors, assigns, shareholders, officers, directors,
agents and employees any requirement that the Employee first proceed
against and/or exhaust his remedies against the Employer as a prerequisite
to proceeding against TBC and the other aforementioned individuals.
6.11 ATTORNEYS FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys fees, costs, and
necessary disbursements, in addition to any other relief to which such
party may be entitled.
6.12 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
6.13 INDEMNIFICATION. Employer shall defend and indemnify Employee,
at Employer's expense, from a past or present involvement with Employer as
an employee of Employer or Employer's subsidiary, provided, however, that
nothing in this Agreement is intended to, nor does it, affect the way the
Employer's indemnification of Employer to which it has previously
committed.
6.14 AUTHORITY. Employer shall take all steps necessary to ensure
that Employee has the sole authority and responsibility for the day-to-day
financial and business activities of the Employer, except as may be
delegated by him.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EMPLOYER: EMPLOYEE:
SUN BROADCASTING SYSTEMS, INC.
a subsidiary of Tampa Bay
By its: President/CEO
/s/ WILLIAM BRIN /s/ GREG MCDONALD
- ---------------------------- ---------------------------
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<PAGE>
By: TAMPA BAY
/s/ WILLIAM BRIN
- ----------------------------
Chief Executive Officer
CORPORATE GUARANTY
I, ________________________ , do hereby declare under penalty of perjury
that I am the president of Tampa Bay Corporation ("TBC"), a public/Nevada
corporation. I have read the foregoing employment agreement and acknowledge
that I fully understand and agree with the provisions for the guaranty of
TBC set forth therein. I further understand that absent such irrevocable
guaranty, Greg McDonald would not have executed this Amendment. By my
execution hereof I hereby confirm TBC unlimited and irrevocable guaranty of
each and every obligation of Sun Broadcasting Systems, Inc., a wholly owned
subsidiary of TBC hereunder and do hereby warrant and confirm my authority
to execute this acknowledgment of such guaranty in TBC's behalf.
WITNESS my hand and the seal of the corporation affixed hereto as of this
the 8th day of December, 1995.
- ----------------------------------
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<PAGE>
<PAGE>
LETTER OF INTENT
E-135
<PAGE>
Executed In Multiple Original Form
Tampa Bay Corporation
4530 North 40th Street
Phoenix, Arizona 85018
As of September 25, 1995
SUN BROADCASTING SYSTEMS, INC. ("Sun")
1000-D East Tahquitz Canyon Way
Palm Springs, California 92262
Attention: MR. GREG MCDONALD
Dear Mr. McDonald:
This letter of Agreement ("Agreement") shall serve to confirm the agreement
between Tampa Bay Corporation (herein "Tampa Bay") Sun Broadcasting
Systems, Inc. (herein "SUN") as follows:
Sun is a producer of interactive multi-platform audio-video devices known
as "CD-ROM", which are intended solely for home use only. Sun owns and
controls certain audio and video programs (sometimes referred to herein as
"PROGRAMS") which are capable of being incorporated into CD-ROM programs,
which if all promises, covenants and undertakings of Tampa Bay set forth
herein are met, Tampa Bay shall acquire hereby the net profit
participations described herein to either an initial CD-ROM compilation
consisting in its entirety of artists and performances selected by Sun
(consisting of not more than five (5) artists and having a duration not
exceeding ninety (90) minutes) from the PROGRAMS listed on Exhibit "A" and
or such compilation and additional programs which constitute all of the
PROGRAMS listed in the Sun catalogue attached hereto as said Exhibit "A",
which is incorporated by reference as if set forth at length at this point.
Tampa Bay has represented to Sun that it is fully capable of providing Sun
with such funds as may be required to produce CD-ROM programs as aforesaid.
Accordingly, upon the parties full execution hereof Tampa Bay shall pay to
Sun an irrevocable, non-refundable option payment in the amount of Fifty
Thousand Dollars ($50,000.00), pursuant to which Tampa Bay may hereafter
exercise its option to acquire the rights and interests set forth herein.
In the event Tampa Bay fails to exercise its option by paying to Sun the
further amount of Two Hundred Thousand Dollars ($200,000.00) not later than
November 10, 1995, such option without further notice or any so have
irrevocably lapsed by reason of the passage of time and both parties'
rights and obligations hereunder shall be deemed to have ceased. In the
event such payment is not forthcoming on or before November 10, 1995 as
provided for above, Tampa Bay shall be deemed to have acquired a
participatory
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<PAGE>
interest in the aforesaid "Compilation" CD-ROM which is equal to ten
percent (10%) of the net profits generated thereby, which shall be defined,
calculated and paid to Tampa Bay by Sun on the same basis as described
herein below.
In the event Tampa Bay shall pay to Sun the aforesaid amount on or before
November 10,1995 then it and its successors and assigns shall be deemed to
have acquired for the full term of its copyright and any copyright able
interests therein, and undivided fifty percent (50%) interest in and to all
"Net profits" (i.e. all amounts received by Sun less production,
distribution and marketing costs and third party payments pertaining to
underlying rights) generated by and actually received by Sun or credited to
its account as a result of CD-ROM sales of the so-called compilation
CD-ROM. Each payment and statement due to Tampa Bay shall be paid and
rendered within fifteen (15) days of Sun having received each such
corresponding income. No statements shall be required for any semi-annual
period in which no net receipts accrue.
Presuming that Sun receives from Tampa Bay both of the payments set forth
above in a timely manner, the parties agree to negotiate in good faith a
comprehensive agreement intended to cover like rights in and to all of the
Audio and Videos listed on Exhibit "A" insofar as CD-ROM rights only are
concerned. All other rights are reserved to Sun or third parties.
All production, distribution, licensing and marketing of CD-ROM products
hereunder shall be done in the sole and unfettered discretion of Sun and
Tampa Bay shall have no right whatsoever to participate in or object to any
creative or business decisions undertaken in good faith by Sun and its
agents in connection therewith.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed
as of this 25th day of September 1995.
TAMPA BAY CORPORATION SUN BROADCASTING SYSTEMS, INC.
BY: /s/ Randall Howard BY: /s/ Greg McDonald
-------------------- ---------------------
an authorized signer Greg McDonald
its President
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<PAGE>
EXHIBIT A
SUN-HERITAGE AUDIO MASTER CATALOGUE
A LISTING BY ARTIST OF MASTERS OWNED AND/OR CONTROLLED BY
SUN CLASSIC COMMUNICATIONS GROUP, INC. OR
HERITAGE ENTERTAINMENT, INC. THROUGHOUT THE WORLD
Please contact:
GREG McDONALD
The Sunplex
1000 - D East Tahquitz Canyon Way
Palm Springs, California 92262
Telephone: (619) 327-2424
Facsimile: (619) 327-8343
EFFECTIVE DATE: 1995
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<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
In Concert Vic Damone On The Street Where You Live 2:31
Don't Worry 'Bout Me 3:14
You Made Me Love You 2:37
All The Things You Are 1:57
Here's That Rainy Day 3:49
Send In The Clowns 4:33
Do It Again 3:19
The Way You Look Tonight 3:09
Feelings 3:51
MacArthur Park 4:51
Somewhere Over The Rainbow 4:08
Honest & Truly 3:00
You'd Be So Easy To Love 3:22
TRT:
His Greatest Hits Antoine "Fats"
Domino Going To The River 2:28
I'm Ready 1:53
I Want To Walk You Home 2:04
Whole Lotta Loving 1:32
I Almost Lost My Mind 3:29
Ain't That A Shame 2:34
I'm In Love Again 3:12
I'm Walking 2:46
I'm Walking To New Orleans 2:20
Poor Me 1:33
Let The Four Winds Blow 4:23
Shake, Rattle And Roll 3:41
My Girl Josephine 2:18
The Fat Man 2:26
I'm Gonna Be A Wheel Someday 2:13
Blue Monday 2:33
Jambalaya (On The Bayou) 4:36
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<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Blueberry Hill 2:35
When The Saints Go Marching In 1:51
Sentimental Journey 1:29
Fats Boogie 2:34
My Toot Toot 1:48
I Can't Go On 2:16
So Long/Stormy Weather 4:01
TRT:
Good Time Rock N'
Roll Fabian Old Time Rock N' Roll
The Coasters Poison Ivy
The Coasters Searchin'
The Coasters Charlie Brown
The Coasters Yackety Yak
The Crystals He's A Rebel
The Crystals He's Sure The Boy I Love
The Crystals Then He Kissed Me
The Diamonds Silhouettes
The Diamonds The Stroll
The Diamonds Little Darlin'
Lou Christie I'm Gonna Make You Mine
Lou Christie Two Faces Have I
Lou Christie Lightnin' Strikes
Lesley Gore Sunshine, Lollipops & Rainbows
Lesley Gore It's My Party
Lesley Gore You Don't Own Me
Little Anthony Tears On My Pillow
Little Anthony Hurts So Bad
Little Anthony Goin' Out Of My Head
Fabian Turn Me Loose
Fabian Tiger
Bo Diddley Bo Diddley
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<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Bo Diddley I'm A Man
The Crystals Da Doo Ron Ron (When He Walked Me Home)
Lesley Gore
& Lou Christie Since I don't Have You
Lesley Gore
& Lou Christie It's Only Make Believe
Chubby Checker Pony Time
Chubby Checker Blueberry Hill
Chubby Checker Good Golly Miss Molly
Chubby Checker Sea Cruise
Chubby Checker Whole Lots Shakin'
Chubby Checker Shake, Rattle & Roll
Chubby Checker Hound Dog
Chubby Checker I Saw Her Standing There
Chubby Checker Land Of A Thousand Dances
Chubby Checker Let's Twist Again
Chubby Checker The Twist
Cast of GTRR Johnny B. Goode
Live The Grass Roots Sooner Or Later 2:29
Wait A Million Years 3:01
Heaven Knows 2:20
Things I Should Have Said 2:47
Let's Live For Today 5:38
Temptation Eyes 3:14
Two Divided By Love 2:30
Midnight Confessions 3:02
TRT:
Herman's Hermits Peter Noone I'm Into Something Good 2:25
Wonderful World 1:47
Listen People 2:38
Dandy 2:00
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<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
A Must To Avoid 2:05
No Milk Today 3:10
Steady Eddie 3:10
God Knows 3:35
Leaning On A Lamppost 1:15
Silhouette 1:53
Don't Say It 3:57
Needles And Pins 2:29
Just A Little Bit Better 3:16
End Of The World 3:09
Jezebelle 3:40
Kind Of Hush 5:08
Mrs. Brown 2:50
I'm Henry The VIII I Am! 5:19
TRT:
His Greatest Hits
Engelbert
Humperdinck A Lovely Way To Spend An Evening 3:32
Far Away Places 3:29
I'll Walk Alone 3:39
Foolish Heart 2:51
I Wish I Knew 3:57
You Belong To My Heart 3:44
Red Sails In The Sunset 3:04
You'll Never Know 2:47
The Very Thought Of You 3:44
Gelling Sentimental Over You 4:14
The More I See You 4:02
As Time Goes By 3:24
Long Ago And Far Away 4:15
Stardust 3:19
The Say Its s Wonderful 3:21
Harbor Lights 3:29
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<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Moonlight Becomes You 2:45
But Beautiful 4:50
I'll Be Around 3:34
Embraceable You 2:48
In The Still Of The Night 4:27
I Don't Want To Walk Without You 3:02
Yours 3:43
I'll Be Seeing 3:34
TRT:
Silver Summer Jan & Dean Sidewalk Surfin' 2:30
Surfin' Safari 2:09
Honolulu Lulu 2:17
Ride The Wild Surf 2:12
Surf City 2:35
Surfin' USA 2:31
Drag City 2:16
Little Deuce Coupe 1:48
Deadman's Curve 2:54
I Get Around 2:10
Little Old Lady From Pasadena 2:28
Fun Fun Fun 2:10
Be True To Your School 2:24
Sunny Afternoon 2:59
Popsicle 2:30
Indian Lake 3:00
Summer Rain 2:55
Linda 2:31
California Girls 2:46
New Girl In School 2:28
Surfer Girl 2:21
Barbara Ann 2:27
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<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Thanks For Buyin' Our Album :30
TRT:
Just For You Howard Keel Hello 3:41
What I Did For Love 3:17
Feelings 3:45
Cycles 3:00
I Won't Last A Day Without You 4:05
Both Sides Now 4:07
I Just Called To Say I Love You 3:47
With You I'm Born Again 3:11
Just The Way You Are 4:33
Sometimes When We Touch 3:22
The Way We Were 3:42
To All The Girls I Loved Before 3:24
Love The World Away 3:04
Lady 3:52
Time In A Bottle 3:14
The Last Farewell 3:50
TRT:
Live In Concert Howard Keel Overture 1:43
Yesterday When I Was Young 1:55
Robert Frost Poem (When I Was 50) :48
This Is All I Ask 1:54
Oh What A Beautiful Morning 1:27
Surrey With A Fringe On Top 1:06
People Will Say We're In Love 1:25
Oklahoma :47
A Tribute To My Leading Ladies
(excerpts: T.A.T.G.I.L.B.) :42
They Say It's Wonderful 1:06
My Defenses Are Down 1:33
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<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
All The Girls I Loved Before :10
Why Do I Love You 1:17
Make Believe 1:06
So In Love 1:10
All The Girls I Loved Before :21
Bless Your Beautiful Hide 1:51
When You're In Love 1:08
Sobbin' Women 2:09
To all The Girls I Loved Before 1:08
Jacque Brel Medley
Carousels :45
Sons of Sons 1:11
Brussels 1:00
Marike 4:17
Man of LaMancha Medley
Don Quixote 1:39
Dulcinea 1:58
The Impossible Dream 2:08
Overture 3:00
I Won't Send Roses 3:34
Wonderbar :33
Where Is The Life That Late
Led Me? 3:49
Some Enchanted Evening 3:51
Lara's Theme 3:44
Send In The Clowns 2:58
I've Never Been To Me 3:24
Memory
Memory (orchestra bows) 5:07
Ol' Man River 3:24
Softly As I Leave You 1:27
Memory (orchestra bows) :20
*orchestra conducted by Richard Holmes
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<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Master One: TRT: 47:35 and Master
Two: TRT: 38:21
Reminiscing Howard Keel Oh What A Beautiful Morning
Surrey With A Fringe On Top
People Will Say We're In Love
Oklahoma
Some Enchanted Evening
This Nearly Was Mine
I Won't Send Roses
If I Ever Leave You
Don Quixote
Dulcinea
The Impossible Dream
You Needed Me
Love Story
Come In From The Rain
Yesterday
Something
Once Upon A Time
What Are You Dong For The Rest Of
Your Life?
Wave
MacArthur Park
With Love Howard Keel So In Love
The Girl That I Marry
They Say It's Wonderful
My Defenses Are Down
Rosemarie
Bless Your Beautiful Hide
Send In The Clowns
Why Do I Love You
Make Believe
E-146
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Old Man River
Memory
Yesterday
When I Was Young
This Is All I Ask
And I Love You So
If
Always On My Mind
I've Never Been To Me
Born Again
Softly As I Leave You
In Concert Brenda Lee Coming On Strong 3:29
Silver Threads And Golden Needles 2:41
Johnny One Time 3:30
You're The One That I Want 3:36
Jambalaya
Is It True
My Whole World Is Falling Down
Sweet Nothing
End Of The World
All Alone Am I Coml
Dum Dum
Fool Number One
Too Many Rivers
Jambalaya Coml
How Much Love 2:54
That's All You Gotta Do 2:24
I'm Sorry 2:08
Mama Don't Dance 2:56
Good Old Acappella (Soul To Soul)
Old Landmarks
E-147
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
(Some Glad Morning) I'll Fly Away
Operator
Up Above My Head
Saved Coml
When You're Smiling
You Ought To Be In Pictures
Put On A Happy Face
Smile
Baby Face Coml
TRT:
In Concert Loretta Lynn Hey Loretta 2:24
You're Looking At Country 2:12
Let Your Love Flow 2:49
We've Come A Long Way Baby 1:51
Spring Fever 2:18
Your Squaw Is On The War Path 1:58
Fist City 1:59
I Fall To Pieces
Walking After Midnight
Crazy
Back In Baby's Arms
She's Got You 7:17
Me And Bobby McGee 2:39
Somebody Somewhere 2:13
Out Of My Head And Back In My Bed 2:12
Coal Miner's Daughter 3:12
They Don't Make 'Em Like
My Daddy Anymore 1:51
The Pill 2:02
You'll Come 3:31
You Ain't Woman Enough 2:06
TRT:
E-148
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Greatest Hits
Live The Mamas &
The Papas Go Where You Wanna Go 2:31
Mississippi (Down On The Bayou) 4:06
Dedicate To The One I Love 3:26
Straight Shooter 3:18
Sunday Will Never Be The Same 3:31
I Saw Her Again 3:15
Dream A Little Dream Of Me 2:55
Creeque Alley 3:55
Monday, Monday 3:28
California Dreamin' 2:30
TRT:
In Concert Al Martino Quando, Quando, Quando 2:32
The Song Is You 2:36
I Have Bul One Heart 2:29
Feelings 4:07
The More I See You 3:10
Mary In The Morning 2:44
Spanish Eyes 2:27
Strangers In The Night 2:23
To The Door Of The Sun 3:01
Lonely Is A Man Without Love 3:35
I Love You Because You're You
I Love You More Every Day Coml
A Wild & Softly Rose 2:26
Speak Softly Love 2:40
The End Of The Line 2:44
Come Into My Life 2:44
I've Got To Be Me 3:22
Can't Help Falling In Love
With You 2:00
Volare 3:04
E-149
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
TRT:
Live Rick Nelson Stood Up 1:57
I Got A Feeling 2:02
Hello Mary Lou 2:17
You Know What I Mean 2:09
Believe What You Say 3:26
Never Be Anyone Else But You 2:35
It's Up To You 2:10
It's Late 3:24
My Bucket's Gol A Hole In It 3:03
Lonesome Town 2:26
Waitin' In School 1:42
Travelin' Man 2:17
Garden Party 3:36
That's Alright Mama 4:04
Milk Cow Blues Boogie 3:19
Fools Rush In 2:35
Poor Little Fool 2:10
Honky Tonk Woman 3:47
Boppin' The Blues 3:22
TRT:
Studio
Recordings Rick Nelson Travelin' Man 2:22
Hello Mary Lou 2:19
Stood Up 2:33
Garden Party 1:41
It's Late 2:39
You Know What I Mean 2:01
Young World 1:53
Lonesome Town 2:19
I Got A Feeling 2:16
E-150
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Don't Leave Me This Way 1:59
Believe What You Say 2:04
Poor Little Fool 2:13
Never Be Anyone Else Bul You 2:49
You Are The Only One 2:01
Just A Little Too Much 2:16
lt's Up To You 2:26
Waitin' In School 2:39
Fools Rush In 2:32
Teenage Idol 1:42
I'm Walkin' 2:08
Mighty Good 2:30
Sweeter Than You 4:00
TRT:
In Concert Charley Pride Kaw-Liga 2:56
(I'm So) Afraid Of Losing
You Again 3:01
Oklahoma Morning 2:24
It's Going To Take A Little
Bit Longer 2:31
Crystal Chandeliers 2:51
Loves My Ring Hurt Your Finger
Too Good To Be True (as recorded
by Benny Goodman)
I'd Rather Love You
All I Have To Offer You (Is Me)
Wonder Could I Live There Anymore
Is Anybody Goin' To San Antone
I'm Just Me Coml
Shutters And Boards 2:36
The Happiness Of Having You 2:34
My Eyes Can Only See As Far As 2:36
You Kiss An Angel Good Morning 2:08
Let Me Live In The Light Of
His Love 3:32
E-151
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Mississippi Cotton-Picking
Delta Town 2:25
Help Me Make It Through The Night 2:49
Louisiana Man 2:35
There Goes My Everything
Lovesick Blues
Me And Bobby McGee Coml
TRT:
In Concert Lou Rawls Lady Love 3:27
Stay A While With Me 3:45
Groovy People 2:47
Dead End Street :50
Tobacco Road 2:24
Love Is A Hurting Thing 1:31
A Natural Man 3:33
I Can Be Good To You 3:46
Tomorrow (from "Annie") 3:29
Unforgettable 1:58
Send In The Clowns 4:28
You'll Never Find Another Love
Like Mine 3:56
The Song I Sing 2:30
TRT:
Rockin' The
Night Away The Mamas &
The Papas Monday, Monday
Donovan Mellow, Yellow
Terry Stafford Suspicion
Peter Noone Can't You Hear My Heartbeat
Jan & Dean The Little Old Lady (From Pasadena)
Dion Runaround Sue
Donovan Sunshine Superman
The Grass Roots Midnight Confessions
Peter Noone I'm Into Something Good
E-152
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Ray Peterson Corrina, Corrina
The Grass Roots Temptation Eyes
Jan & Dean Surf City
Tommy James &
The Shondells Hanky Panky
Tommy James &
The Shondells I Think We're Alone Now
Tommy James &
The Shondells Mony, Mony
Sonny Bono I Got You Babe
The Mamas &
The Papas Straight Shooter
The Mamas &
The Papas Mississippi
The Mamas &
The Papas Sunday Will Never Be The Same
The Mamas &
The Papas Go Where You Wanna Go
The Mamas &
The Papas Dream A Little Dream Of Me
Jan & Dean Deadman's Curve
Jan & Dean Surf City
Jan & Dean Drag City
Jan & Dean Sidewalk Surfin'
Sonny Bono The Beat Goes On
Sonny Bono All I Ever Need Is You
Tommy James Crimson & Clover
Tommy James Crystal Blue Persuasion
Tommy James Dragging The Line
Terry Stafford Suspicion
Ray Peterson The Wonder of You
Peter Noone Mrs. Brown
Peter Noone There's A Kind Of Hush
Peter Noone I'm Henry The VII, I Am!
Peter Noone Silhouettes
Peter Noone Listen People
The Grass Roots Let's Live For Today
The Grass Roots Sooner Of Later
The Grass Roots I'd Wait A Million Years
The Grass Roots Two Divided By Love
E-153
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
In Concert Neil Sedaka Sing Me 3:04
Standing On The Inside 4:05
Laughter In The Rain 3:22
Oh Carol
Climb Up (Stairway To Heaven)
Hey Little Devil
Sweet Sixteen
Calendar Girl Coml
New York City Blues 4:27
Love Will Keep Us Together 3:23
Solitaire 4:53
Lonely Night (Angel Face) 2:53
Sad Eyes 3:50
Bad Blood 2:54
The Immigrant 4:04
Breaking Up Is Hard To Do 4:16
TRT:
Digital Gold The Temps I Can't Get Next To You 2:55
Papa Was A Rollin' Stone 7:09
Ain't Too Proud To Beg 2:49
Superstar (Remember How You Got
Where You Are) 3:00
Just My Imagination 3:50
Beauty Is Only Skin Deep 2:45
I'm Losing You 2:46
Cloud Nine 3:44
Ball Of Confusion (That's What
The World Is Today) 4:04
Runaway Child (Running Wild) 5:00
My Girl 2:58
Keep On Truckin' 3:34
E-154
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
The Way You Do The Things You Do 2:55
I Wish It Would Rain 3:10
Get Ready 2:52
Masterpiece 4:24
Psychedelic Shack 3:38
TRT:
In Concert Roger Whittaker The Last Farewell 3:28
Hello Good Morning Happy Day 3:06
If I Were A Rich Man 2:35
Elizabethan Serenade 2:40
Chengelip 1:40
All Of My Life 3:18
From The People 2:14
Durham Town 2:18
African Whistler 1:59
New World In The Morning 2:01
Mammy Blue 3:01
Hold On 2:49
What Love Is 3:17
The First Hello, The Last Goodbye 2:41
Hound Dog 1:49
Summer In The Country 3:12
Summer Days 3:41
Fire And Rain 3:12
Both Sides Now 3:59
Streets Of London 3:41
River Lady 2:50
Sloop John B 2:56
TRT:
E-155
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Sweet Talk Manhattans Sweet Talk 4:05
No One But You 5:42
Don't Let Go 5:00
This Love Is Real 3:29
Hot Like An Oven 4:36
Why You Wanna Love Me
Like That 4:53
I Won't Stop 5:53
Lady I've Been Waiting 4:03
Try Love Again 4:16
Just A Matter Of Time 4:40
TRT:
The Blue Album Harold Melvyn
And The Blue
Notes Tonight's The Night 8:09
Prayin' 5:58
Baby I'm Back 4:50
I Should Be Your Lover 5:50
If You're Looking For Somebody
To Love 4:50
Your Love Is Taking Me On A
Journey 5:55
TRT:
Buslin' Loose Chuck Brown And
The Soul
Searchers Bustin' Loose 7:42
Never Gonna Give You Up 5:45
If It Ain't Funky 6:04
I Gotcha Now 5:05
Game Seven 5:26
Berro E. Sombaro 6:15
Could It Be Love 3:11
TRT:
Animal Man . .
. The Best of
Eric Burdon Eric Burdon The House Of The Rising Sun
I'm Crying
Donn't Let Me Be Misunderstood
Bring It On Home To Me
E-156
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
We Gotta Get Out Of This Place
It's My Life
Inside Looking Out
Don't Bring Me Down
See See Rider
Help Me Girl
When I Was Young
San Franciscan Nights
Monterey
Anything
White Houses
The Night
Gonna Send You Back To Walker
Boom Boom
Spill The Wine
Gary Puckett's
Greatest Hits Gary Puckett Lady Willpower
Over You
Home
Don't Give In To Him
Wild Bout You
Nothing But The Blues
Adam and Eve
This Girl Is A Woman Now
Higher and Higher
Woman Woman
Young Girl
The Very Best
of Gary Puckett Gary Puckett Right Here Waiting For You
Open Arms
I Want To Know What Love Is
How Am I Supposed To Live Without You
The Search Is Over
E-157
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Alone
Everything I Do I Do For You
Hello
Making Love Out Of Nothing At All
Is This Love
All Star
Chartbusters Chuck Berry Johnny Be Goode
Jessie Hill Ooh Poo Pah Doo
Jimmy Clanton Venus in Blue Jeans
Frankie Ford Sea Cruise
Leo Dorsey Yes We Can Can
Dee Clark Portrait of My Love
Huey Smith &
The Clowns Rockin' Pneumonia & the Boogie
Woogie Flu 1
Huey Smith &
The Clowns Rockin' Pneumonia & the Boogie
Woogie Flu 2
Jimmy Clanton Just A Dream
The Drifters Save the Last Dance For Me
The Coasters Searchin'
Leo Dorsey Sneakin' Sally Through The Alley
Arthur Fiedler
& The Boston
Pops Orchestra Arthur Fiedler Bachamania 11:13
Stayin' Alive
Night Fever
Manhattan Skyline
Night On Disco Mountain
Disco Inferno 18:4
Al Jarreay Al Jarreau The Same Love That Made Me Laugh 3:23
Lonely Town, Lonely Street 3:43
You 5:18
Grandma's Hands 2:00
Kissing My Love 3:49
Use Me 4:17
Lean On Me 3:46
Ain't No Sunshine 2:04
E-158
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Both Sides Now Anne Murray Some Birds
It's All Over
All the Time
Buffalo In The Park
Cherrylane
Paths Of Victory
David's Song
The Last Thing On My Mind
Both Sides Now
Reason To Believe
Love Means
Everything Touch of Class Love Means Everything 5:12
I Said It Before 4:22
I'm In Heaven 6:25
You Got To Know Better 3:24
Love Me Tonight 4:40
You Got Nowhere To Come 4:42
One Half As Much 3:22
I Just Can l Say Goodbye 4:50
Anything 4:20
Salute to
New York Ben Bernie I Can't Get Started
My Love How I Love You
Prisoner Of Love
For Dancers Only
Rockin Chair
Moonlight Serenade
Swanee
Taps- A- Plenty
I'm Getting Sentimental Over You
Hot Lips
Dinah
I've Gol A Dale With An Angel
It's A Lonesome Old Town
E-159
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Checkin' It Out Billy Boy
Arnold Dirty Mother Fuyer 6:52
Don't Stay Out All Night 3:15
1 to 99 3:50
Catfish 3:43
Blue And Lonesome 6:15
I Wish You Would 3:15
Just A Dream 3:12
Riding The El 2:45
Ah'w Baby 3:31
Sweet Miss Bea 4:05
El Dorado Cadillac 2:00
Mary Bernice 4:50
All The Cats
Join In Benny Goodman Clarinade
All The Cats Join In
The Mad Boogle
Remember
Somebody Stole My Gal
Darktown Strutter's Ball
Lucky
Rattle and Roll
Body and Soul
Lady Be Good
Buddy and
Junior Wells Buddy's Blues 3:37
Blue Monday 5:00
Everyday I Have The Blues 4:20
In The Midnight Hour 4:43
Satisfaction 3:35
Messin' With The Kid 3:32
No Use Cryin' 3:00
Barefootin' 4:37
Just To Be With You 3:25
Out Of Sight 7:07
E-160
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Like Someone In Love 2:27
Blue Lou 2:10
Country After
Dark Kitty Wells After Dark 1:45
Burl Ives Raindrops Keep Fallin' On My Head
Roy Bursky Country Rose 2:20
Merle Travis 16 Tons 2:05
Ferlin Husky Gone 2:15
Mac Davis Lookin' At Linda 2:12
Ray Whitley Sittin' In The Balcony 1:22
Billy Joe Royal Mama Didn't Raise No Fool 2:19
Doc Watson Born To Die 1:48
Gene Vincent Rocky Road Blues 2:17
Alive and
Rockin' Chuck Berry Rock And Roll Music 2:30
Maybelline 2:00
Roll Over Beethoven 2:35
How High The Moon 3:10
Vacation Time 2:23
Chuck's Jam 3:10
Reelin' And Rockin' 3:35
Sweet Little Sixteen 3:10
Childhood Sweetheart 3:15
Changed 3:06
The Classic
Count Count Basie
/Jimmy Rushing I Never Knew
My What A Fry
I Found A New Baby
Blue Skies
Jivin' Joe Jackson
Taps Miller
Please Don't Talk About Me
Tush
Back Door Romeo
Tain't Me
E-161
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
The Deacon Count Basie Shinny Stockins
H.R.h.-W. Basie
Bag of Bones
The Deacon
Whirley Bird
In A Mellow Tone
The Midgets
Basie Boogie
Old Man River
Sixteen Men
Living Legen Cab Calloway How Big Can You Get 4:01
Everybody Eats When They Come
To My House 3:02
That Old Black Magic 3:16
Hey Now, Hey Now 2:43
We The Cats Shall Hep you 3:13
I Can't Give You Anything But
Love 1:53
Birth Of The Blues 3:36
I've Got You Under My Skin 3:36
Afternoon Moon 3:59
Ducktrot 2:02
Sophisticated Duke Ellington The Star Spangled Banner
Take The "A" Train
Moon Mist
Ellinglon Medley
Jack The Bear
Do Nothing Till You Hear From Me
Tea For Two
Honeysuckle Rose
Excerpt From Black, Brown &
Beige (Parts 1 & 2)
Ring Dem Bells
Black & Tan Fantasy
American Musical
Heritage Duke Ellington Cottontail 3:00
E-162
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Count Basie Red Bank Boogie 2:40
Benny Goodman Bugle Call Rag 2:35
Stan Kenton Intermission Riff 3:03
Woody Herman Northwest Passage 2:45
Charlie Barnet Cherokee 3:00
Duke Ellington Main Stem 2:20
Count Basie Jumpin' At the Woodside 2:40
Lionel Hampton Hamps Boogie 3:00
Woody Herman Apple Honey 2:36
Lullaby of
Birdland Duke Ellington Lullaby Of Birdland
Change My Ways
Don't Worry Bout Me
Please Be Kind
Time on My Hands
Tuti for Cootie
Call Me Irresponsible
Stompy Jones
Koko
Blue Is the Night
Do Nothin' Till You
Hear From Me Duke Ellington Mooch
Buddah
H'ya Sue
Primpin' At The Prom
Do Nothin' Till You Hear From ME
Smada
Jam with Sam
Flamingo
Blue Jean Beguine
E-163
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Concerto For Guitar
Amber Moon
Five Guitars In Flight
Piano Interlude
0h! You Beautiful Doll
Jazzbo
E. S. Boogie, Part 1
E. S. Boogie Parl 2
Rhapsody In Boogie, Part 1
Rhapsody In Boogie, Part 2
Spenserian Theory, Part 1
Spenserian Theory, Part 2
Sunday Afternoon
Box Lunch (At The Factory)
Earle Meets Stan (Incomplete)
Before The
Next Teardrop
Falls Freddy Fender Before the Next Teardrop Falls
Mathilda
Lovin' Cajun Style
What'd I Say
Sweet Summer Day
Silver Wings
Running Back
Enter My Heart
Going Out With The Tide
Baby I Want To Love You
Wasted Days And
Wasted Nights Freddy Fender Wasted Days And Wasted Nights
The Rains Came
You ll Lose A Good Thing
Almost Persuaded
I m Leaving It Up to You
E-164
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Speak Low
Golden
Chartbusters Jimmy Rodgers Kisses Sweeter than Wine
The Coasters Charlie Brown
Frankie Ford Roberta
Tommy Roe Everybody
Jimmy Clanton Go Jimmy Go
Gladys Knight
and the Pips Guess Who
Gerry and the
Pacemakers Ferry Cross The Mersey
High Blood Pressure
Let's Work Together
Traces
Tony Joe White Polk Salad Annie
The Drifters Under The Boardwalk
I Can't Change
Overnight George Jones World's Worst Loser
Once A Day
Back In Baby's Arms Again
You Comb Her Hair
I Can't Change Overnight
When I Wake Up From Dreaming
Least Of All
She's Just A Girl I Used To Know
It's Funny What A Fool Will Do
Hearts In My Dreams
Pure Country George Jones Don't You Ever Gel Tired or Hurting
Open Pity Mind
On The Banks Of The Ponchertrain
A House Without Love Is Not A Home
Ways Of The World Want Of A Woman
Please Don't Let That Woman Get Me
Yes I Know Why
Jonesy
Old Brush Arbor
E-165
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Liberty
Classics Gloria Lynn I Wish You Love
Impossible
The Jazz In You
But Not For Me
I Will Follow You
I'm Glad There Is You
Serenade In Blue
This Little Boy Of Mine
I Should Care
He Needs Me
Glenn Miller
Live Radio Broadcast
Europe Glenn Miller Saint Louis Blues/10-29-43 4:30
Peggy The Pin Up Girl/3-25-44 3:42
Speak Low/2-12-44 3:56
Tail End/2-5-44 3:12
Anvil Chorus/3-18-44 3:55
Oh What A Beautiful
Morning/12-18-43 4:16
Everybody Loves My Baby/?-?-43 2:56
Enlisted Mens Mess/1-22-44 2:26
Pearls On Velvet/2-19-44 3:35
Polnciana/4-8-44 5:06
Must Be Jelly/10-14-43 2:56
Jeep Jockey Jump/2-12-44 3:00
Victory Polka/12-11-43 2:40
String of
Pearls Glenn Miller String Of Pearls
Falling Leaves
Caribbean Clipper
Sun Valley Jump
My Love For You
Lover
Seven-O-Five
Little Brown Jug
E-166
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ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Music Makers
Jeep Jackey Jump
Goin' Up the
Country Gene Vincent The Day The World Turned Blue 2:07
Doc Watson Rueben's Train 2:37
Ferlin Husky Wings Of A Dove 2:20
Joe South I've Gol To be Somebody
Mac Davis &
Ray Whitley Those Other Boys (Just Forget 'Em)
Merle Travis Gambler's Guitar 2:42
Tex Ritter Have I Stayed Too Long 2:18
Roy Brusky Ramblin' Man 2:41
Kitty Wells We Belong Together (You And Me) 3:37
Burl Ives Snowbird 2:55
Glenn Yarborough Glenn Yarborough Red River Valley
My Mule Sal
Come Again
Dark As A Dungeon
Banks Of The Ohio
Suspiros Del Chanchamayo
Lonesome Valley
Waltzing Matilda
All Round My Hat
Poor Boy
Capitol Ship
Tailor & The Mouse
John Hardy
Old Maid's Song
All Night
Boogie Howlin'Wolf Cause Of It All 2:40
Killing Floor 3:30
Commit A Crime 4:05
Red Rooster 5:40
Built For Comfort 2:20
Do The Do 3:30
E-167
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ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Highway 49 2:55
Worried About You 3:00
Poor Boy 4:10
Wang Dang Doodle 5:00
I Am The Wolf Howlin' Wolf Ain't Superstitious
Goin' Down Slow
Somebody Walkin' In My House
Commit A Crime
My Mind Is Ramblin'
I Walked From Dallas
My Country Sugar Mama
Louise
Hold On To Your Money
Streamline Woman
Irene Kral Irene Kral Wonderful Life 1:40
There Are Days 2:42
There I No Right Way 2:20
Goin' to California 3:30
Is It Over Baby 2:30
I've Never Been Anything 2:45
Sometime Ago 3:09
Nothing Like You 2:20
Here I Go Again 2:55
Mad At The World 1:50
This Life We've Led 3:52
Hold Your Head High 2:00
The King James
Holy Bible
Vol. 1 Judith Anderson
The King James
Holy Bible
Vol. 2 Judith Anderson
Dealing With
The Devil James Cotton
Blues Band Off The Wall
Don't Start Me To Talkin'
Dealing With The Devil
The Creeper
E-168
<PAGE>
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ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
You Know It Ain't Right
Feelin' Good
Knock On Wood
Sweet Sixteen
I Need You So Bad
Fore Day Blues
Two Sides Of
The Blues James Cotton Good Time Charlie
There's Something On Your Mind
Turn On Your Love Life
Jelly Jelly
South Side Boogie
So Glad You're Mine
Diggin' My Potatoes
V-8 Ford Blues
Polly Put The Kettle On
I Walk The Line Johnny Cash Hey Porter 2:09
Give My Love to Rose 2:41
Guess Things Happen That Way 1:48
Luther's Boogie 1:58
I Could Never Be Ashamed Of You 2:10
Blue Train 1:56
I Walk The Line 2:38
The Ways Of A Woman In Love 2:38
Down The Street to 301 2:00
Goodbye Little Darlin' 2:10
25 Years
of Swing Johnny Catron &
His Orchestra Dance Medly: Your My Everything
Dance Medly: Everything I Have Is Yours
Dance Medly: The Very Thought Of You
Why Don't We Do This More Often
Moten Swing
I'm A Ding Dong Daddy From Dumas
Sweet Sue
E-169
<PAGE>
Sun-Heritage Audio Catalogue
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Between The Devil And The Deep Blue Sea
Kentucky Babe
Tain't What You Do
There's A Time And A Place
For Everything
Josephine
Mama Don't Allow No Twistin' Done In Here
Band Theme
Country Party Johnny Lee Frisco
Candy Store
Saturday's Hero
Daddy #2
Red Sails In The Sunset
How's His Memory
Blueberry Hill
Long Black Veil
Country Party
Apartment #9
John Lee Hooker John Lee Hooker Baby How Long
Wobble Me Baby
Weeping Willow
Bottle Up And Go
School Girl Blues
Welfare Blues
Talk About You
No More Doggin'
Blowing Up
A Storm Jack Millman Four More
Khan
We'll Be Together Again
Asphyxiated Swing
Yardbird Suite
Stella By Starlight
Now Hear This
E-170
<PAGE>
Sun-Heritage Audio Catalogue
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- -------------------------------------------------------------------------
Easy To Love
Where Can I Go Without You
With The Wind And The Rain In Your Hair
Back Home Again In Indiana
Bag's Groove
Jazz Reflections Jack Millman Going South
Baja
Two Suites For Love
Subtle Hype
Easy Groove
Allright
On The Up Side
Cool School
View From The Top
Down Home
Southwest Jazz
Orchestra Southwest Jazz
Orchestra Jazz Conerto
Posh Boogie
Time Remembered
A B Blooze
Madrid
World's Greatest
Jazz Jam
Session Jack Millman Too Much
Cathy Goes South
When You're Near
Tom and Jerry
Bambi
Just A Pretty Tune
The Turk
So Goes My Love
Ballad For Jeanie
Pink Lady
The Jazz
Continuation Joe Pass CED 3:10
Aaron's Song 4:25
E-171
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Stay Loose 4:18
Projections 5:05
Hang Tough 6:25
Self Image 9:00
Last Call 4:30
Back On The Job Johnny Paycheck Honky Tonk and Slow Music
Nowhere To Run
I Feel Like Crying
I'm Remembering
Coming Home To Meet My Heart
Make Me One More Memory
I'm A Coward
Keeping Up With The Jones'
I Don't Know When That Will Be
The Johnsons of Turkey Ridge
Boogie In The
Dark Jimmy Reed Honest I Do
Oh John
Go On To School
Boogie In The Dark
I'm Nervous
Cares Me Baby
My Baby's So Sweet
Little Rain
I Was So Young
Shame Shame Shame
Boss Blues Joe Turner The Night Time Is The Right Time
The Things I Use To Do
Shoo Shoo Boogie Boo
On My Way To Denver Blues
Everyday I Have
The Blues Joe Turner Everyday I Have The Blues
E-172
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Slow Buggy Boogie
Shake Rattle And Roll
Alimony
Cottonballs
King Pleasure King Pleasure Moody's Mood For Love
All Of Me
Tomorrow Is Another Day
Don't Worry Bout Me
Little Boy Don't Get Scared
Parker's Mood
No Not Much
The New Symphony Sid
Golden Days
Les Algart Les Algart Heart Of My Heart
Who's Your Little Whoosit
After The Lovin'
The Touch Of Your Lips
I Shall Return
Fly Me To The Moon
Jersey Bounce
Pete's Strut
Brazil
Spanish Eyes
They Didn't Believe Me
I'll See You In My Dreams
Live At Newport B.B. King Outside Help
Big Mama
Thornton Little Red Rooster
Big Mama
Thornton Ball and Chain
Muddy Waters Long Distance Call
Muddy Waters Where's My Woman Been
Muddy Waters Got My Mojo Workin'
The Great Lena
Horne & Her All
Star Review Lena Horne From This Moment On
E-173
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
MacArthur Park
Take Me
I Surrender Dear
Night and Day
Tenderly
Old Devil Moon
Time After Time
More
The Lady Is A Tramp
Love, Lena Lena Horne Love
I Wish I Was Back In My Baby's Arms
Why Was I Born
Good For Nothing Joe
Love Me Or Leave Me
I Got It Bad
Stormy Weather
Poppa Don't Preach
Honeysuckle Rose
The Lady Is A Tramp
Lover Man
Can't Help Loving That Man Of Mine
Mad About The Boy
- Crazy Bout
That Girl Lena Horne Honeysuckle Rose
Nat "King" Cole If You Can't Smile And Say Yes
Lena Horne Mad About The Boy
Nat "King" Cole Paper Moon
Lena Horne Good For Nothin'
Lena Horne Ain't Got Nothin' But The Blues
Nat "King" Cole On The Sunny Side Of The Street
Lena Horne As Long As I Live
Nat "King" Cole The Trouble With Me Is You
Lena Horne Deed I Do
Architect Of
Rock Little Richard Long Tall Sally
E-174
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
I Miss You So
Just Out Of Reach
Grapevine
Fraulein
No Greater Love
Boy Who Didn't Pass
I Ain't Going Home
Candy Man Mississippi John
Hurt Candy Man
My Creole Belle
Make Me A Pallet On Your Floor
Sharke That Thing
I'm Satisfied
Sally Dog
Nobody's Business But Mine
The Angels Laid Him Away
Casey Jones
Baby, What's Wrong With You?
Lonesome Blues
Candy man Mississippi John
Hurt Rich Woman Blues
Trouble I had All My Days
C-H-I-C-K-E-N Blues
Coffee Blues
Monday Mornin' Blues
Frankie And Albert
Talking Casey
Here Am I, Oh Lord Send Me
Hard Times In The Old Town Tonight
Spike Driver's Blues
Satisfied Mississippi John
Hurt Candy Man
My Creole Belle
Make Me A Pallet On Your Floor
Sharke That Thing
E-175
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Sam's Blues
Sweet Mama
Rockin' and Rollin' The Blues
Just Pickin'
Blue Blues
Please Be Cool
Shakin' And Shoutin'
Bullet Blues
Feeling The Blues
Sweet Home
Chicago Muddy Waters Forty Days and Forty Nights
Rollin' And Tumblin'
All Aboard
Rock Me
Rollin' Stone
I'm Ready
Standin' Around Cryin'
She Moves Me
I Feel So Good
Goin' Home
Rejuvenation New Birth Slow Driving
Falling In Love Again
Sure Thing
God's Children Part 1
God's Children Part 2
I Never Felt This Way Before
The Long And Winding Road
Nat King Cole Live Radio
Broadcast On The Sunny Side Of The Street
Sweet Lorraine
Paper Moon
If You Can't Smile And Say Yes
Sweet Georgia Brown
Frim Fram Sauce
E-176
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Trouble With Me Is You
Satchet Mouth Baby
Miss Thing
Man On The Keys
New Orleans Gold Lee Dorsey Working In The Coal Mine
Ernie K. Doe Mother In Law
Chris Konner Land Of 1,000 Dances
Wilbert
Harrison Kansas City
Robert Parker Barefootin'
Irma Thomas I Wish Someone Would Care
Aaron Neville Tell It Like It Is
Huey Smith Rockin' Pneumonia & The Boogie
Woogie Flu
Maurice Williams
& The Zodiacs Stay
The Showmen It Will Stand
Superbird Neil Sedaka Little Song
Superbird
Rosemary Blue
Cardboard California
Silent Movies
What Have They Done To The Moon
God Bless Joanna
Prelude
One More Mountain To Climb
Is Anyone Gonna Miss You
Top O'The Strip Orrin Tucker Penguin In Pakistan
Nearness Of You
To Each His Own
Frivelous Frappet
My Silent Love
That Old Black Magic
Temptation
Laura
E-177
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Clair De Lune
Love Is Just Around The Corner
My Heart Is In The Melody
Lover
Peter Frampton Peter Frampton There's A Man 3:49
Going Home 3:27
Loving Cup 5:00
Grits and Cornbread 2:26
Love Taker 5:47
All I Wanna Be 4:11
Madame 6:40
Please Send Me
Someone To Love Percy Mayfield Cried Last Night/Baby Please
Two Years Of Torture
Every Day I Have The Blues
Strange Things Happen
Please Send Me Someone To Love
Three O'Clock In The Morning Blues
Jump For Jones Quincy Jones Mad Thad
Quiet Sip
Cat Meets Chick
Bird Song
Jumping For James
Whisper Not
Roy Brown Roy Brown Travelin' Blues
Let The Four Wind Blow
Love For Sale
Boogie Woogie Blues
Good Rockin' Tonight
Medley: Boogie At Midnight/Love Don't
Love Nobody
Medley: Losing Hand/Tin Pan Alley
R.B. Greaves R.B. Greaves Rock and Roll
Let Me Be The One Tonight
E-178
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Hollywood It's Me
Mary
Lady Linda
Who's Watching The Baby
The Gods Watch It All
What's All The Full
Home to Home
Back In Georgia
Goin' Down Slow Ray Charles Goin' Down Slow
Alone In The City
Now She's Gone
Rockin' Chair Blues
A Sentimental Blues
Can Anyone Ask For More
Let's Have A Ball
This Love Of Mine
Can't See You Darling
If I Give You My Love
Rockin' To New
Orleans Elmore James Shake Your Moneymaker
Leo Dorsey Everything I Do Gonh Be Funky
Betty Harris I'm Evil Tonight
Aaron Neville Over You
Huey "Piano"
Smith & The
Clowns Don't You Just Know It?
Les Cooper Wiggle Wobble
Frankie Lee
Sims Walkin' With Frankie
Ernie K. Doe Wanted, $10,000 Reward
Wilbert
Harrison Let's Stick Together
Barbara George You Talk About Love
Earl King Those Lonely Lonely Nights
Buster Brown Is You Is Or Is You Ain't My Baby?
Rock And Roll
Forever Carl Perkins Dixie Friend
Joe Tex Charlie Brown Got Expelled
E-179
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Roy Orbison Sweet And Easy To Love
Chuck Berry Sweet Little Sixteen
Dale Hawkins Suzie Q
Etta James Dance With Me Henrey
Wilson Pickett If You Need Me
Jerry Lee Lewis I'm Feelin' Sorry
Al Jarreau Use Me
Gene Vincent Story Of The Rockers
Ridin' High Rod Stewart Just Got Some
Shake
Sparky Rides
Wild Eyed Girl
Bright Lights Big City
Red Balloon
Keep Your Hands Off Of Her
Ain't That Lovin' You Baby
Why Does It Go On
The Day Will Come
Salsa Cubana
en Tropicana Salsa Cubana
en Tropicana
Son House In
Concert Son House Intro: It's So Hard
Judgement Day
New York Central
A True Friend Is Hard To Find
Preachin' The Blues
Change Your Mind
Superstar
Session Alabama Patches
Alabama Loving You Is Killing Me
Alabama I Want To Be With You Tonight
George Jones My Favorite Lies
George Jones A Good Year For The Roses
Johnny Paycheck Sunday Morning Comin' Down
Johnny Paycheck I'm Not Looking Back Anymore
E-180
<MPAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Jimmy Durante Inka Dinka Doo
Jimmy Durante Goodnight
Stan Kenton Artistry In Rhythm
Bing Crosby Blue Of The Night
Bing Crosby White Christmas
Count Basie One O'Clock Jume
Jan Savitt 720 In The Book
Eddy Howard Little Lost Angel
Louis Prima Darktown Strutters Ball
Fred Waring I'll See You In My Dreams
Ben Bernie Lonesome Old Town
Count Basie April In Paris
Charlie Spivak Stardreams
Vaughn Monroe Racing With The Moon
Ray Noble The Very Thought Of You
Claude
Thornhill Snowfall
Paul Whiteman Rhapsody In Blue
Earl Hines G.T. Stomp
Wayne King Tonight You Belong To Me
Benny Goodman Let's Dance
Louis Armstrong Sleepy Time Down South
Puccini Theme From Madame Butterfly
Jack Benny Love In Bloom
Albert Ammons Boogie Woogie Beat
Guy Lombardo Auld Lang Syne
Teamster Power Tex Williams Teamster Power
Ralph Harrison The American Trucker
Eddie Dean Teddy Bear
Gunner Thompson Teamster Power
Craig Donaldson Drive That Rig To Glory
Gunner Thompson Farther On Down The Line
Tex Williams Giddy Up, Go
E-181
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Jay Thomas Different Breed of Cowboy
Red Simpson Roll Truck, Roll
Red Simpson Six Days On The Road
Johnny Wakely Guardian Angel Of Ole 93
Rusty Draper Ramblin' Man
World's Greatest
Rock & Roll
Vol. 1 Gene Vincent Be Bo A Lula
Chuck Berry Roll Over Beethoven
Carl Perkins Disciple In Blue Suede Shoes
Bill Hailey &
The Comets Rock Around The Clock
Mike Bloomfield Linda Lu
Fats Domino I'm Walkin'
Electric Flag Groovin' Is Easy
Chuck Berry Rock & Roll Music
Rod Stewart Miss Misunderstood
Joe Tex You Little Baby Face Thing
Al Jarreau Ain't No Sunshine
Jerry Lee Lewis Whole Lotta Shakin' Goin' On
Thundering Hero Woody Herman Swing Low Sweet Chariot 2:50
I Got It Bad 3:41
Fan It 2:58
Apple Honey 4:10
There'll Be Some Changes Made 3:35
Stardust 3:50
Northwest Passage 5:17
The Good Earth 2:43
Baby I Need You 3:06
Half Past Jumping Time 4:00
Love And Pain Willie Nelson I Let My Mind Wonder
December Days
I Write You Letters
I Can't Find The Time
I Didn't Sleep A Wink
E-182
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
You Wouldn't Cross The Street To
Say Goodbye
Suffering In Silence
I Feel So Sorry For Him
You'll Always Have Someone
I Just Don't Understand
Slow Down
Old World Willie Nelson Any Old Arms Won't Do
Slow Down Old World
Healing Hands of Time
And So Will You My Love
Things To Remember
One Step Beyond
Undo The Wrong
Home Is Where You're Happy
Why Are You Picking On Me?
Willie Nelson
& Johnny Lee Willie Nelson &
Johnny Lee Shelter Of My Arms
Blame It On The Times
Victims Of The Pretty Things Of Life
This Time
Dear Alice
Will You Remember Mine?
End Of An Understanding
Congratulations
Ramblin' Rose
Your Song
Outlaw Reunion
Vol. 1 Willie Nelson Building Heartaches
Waylon Jennings Crying
Waylon Jennings Sally Was A Good Old Girl
Willie Nelson Pages
Waylon Jennings Abilene
Waylon Jennings It's So Easy
Willie Nelson It There Something On Your Mind
Waylon Jennings Love's Gonna Live Here
E-183
<PAGE>
Sun-Heritage Audio Catalogue
ALBUM ARTIST SONG TITLE TIME
- -------------------------------------------------------------------------
Willie Nelson Face Of A Fighter
Waylon Jennings Don't Think Twice
We'll Take
Romance June Christy The Nearness Of You
Sarah Vaughn What More Can A Woman Do
Charlie Barnet One More For My Baby
Louis Armstrong Lucky Old Sun
Lena Horne More
Vic Damone Didn't We
Robert Goulet What Kind Of Fool Am I?
San Fletcher The Look Of Love
Kingston Trio Colours
Santo & Johnny Show And Tell
Yoboso Latin
Knights Yoboso Latin Knights
E-184
<PAGE>
EXECUTED IN MULTIPLE ORIGINAL FORM
TAMPA BAY CORPORATION
4530 NORTH 40TH STREET
PHOENIX, ARIZONA 85018
As of September 21, 1995
SUN BROADCASTING SYSTEMS, INC. ("SUN")
100-D East Tahquitz Canyon Way
Palm Springs, California 92262
Attn: Mr. Greg McDonald
-----------------
Dear Mr. McDonald
This Letter of Agreement ("Agreement") shall serve to confirm the agreement
between Tampa Bay Corporation (herin "Tampa Bay") Sun Broadcasting Systems,
Inc. (herein "Sun") as follows:
Sun is a producer of interactive multi-platform audio-video devices known
as "CD-ROM", which are intended solely for home use only. Sun owns and
controls certain video programs (sometimes referred to herein as "Videos")
which are capable of bing incorporated into CD-ROM programs, which if all
promises, covenants and undertakings of Tampa Bay set forth herein are met,
Tampa Bay shall acquire hereby the NET PROFIT PARTICIPATIONS described
herein to either an initial CD-ROM compilation consisting in its entirety
of artists and performances selected by Sun (consisting of not more than
five (5) artists and having a duration not exceeding ninety (90) minutes)
from the Videos listed on Exhibit "A" and/or such compilation and
additional programs which constitute all of the Videos listed in the Sun
catalogue attached hereto as said Exhibit "A", which is incorporated by
reference as if set forth at length at this point.
Tampa Bay has represented to Sun that it is fully capable of providing Sun
with such funds as may be required to produce CD-ROM programs as aforesaid.
Accordingly, upon the parties full execution hereof Tampa Bay shall pay to
Sun an irrevocable, non-refundable option payment in the amount of fifty
thousand dollars ($50,000), pursuant to which Tampa Bay may hereafter
exercise it option to acquire the rights and interests set forth herein.
In the event Tampa Bay fails to exercise its option by paying to Sun the
further amount of two hundred thousand dollars ($200,000) not later than
November 01, 1995, such option without further notice or action on the part
of either party shall be deemed to have irrevocably lapsed by reason of the
passage of time and except a specifically provided for herein, both
parties' rights and obligations hereunder shall be deemed
1
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<PAGE>
to have ceased. In the event such payment is not forthcoming on or before
November 10, 1995, as provided for above, Tampa Bay shall be deemed to have
acquired a participartory interest in the aforesaid "compilation" CD-ROM
which is equal to ten percent (10%) of the net profits generated thereby,
which shall be defined, calculated and paid to Tampa Bay by Sun on the same
basis as described hereinbelow.
In the event Tampa Bay shall pay to Sun the aforesaid amount on or before
November 10, 1995 then it and its successors and assigns shall be deemed to
have acquired for the full term of its copyright and any copyrights with
interests therein, an undivided fifty percent interest in and to all "net
profits" (ie all amounts received by Sun less production, distribution and
marketing cost and third party payments pertaining to underlying rights)
generated by and actually received by Sun or credited to its account as a
result of CD-ROM sales of the so-called compilation CD-ROM. Each payment
and statement due to Tampa Bay shall be paid and rendered within fifteen
days of Sun having received each such corresponding income. No statements
shall be required for any semi-annual period in which no net receipts
accrue.
Presuming that Sun received from Tampa Bay both of the payments set forth
above in a timely manner, the parties agree to negotiate In good faith a
comprehensive agreement intended to cover like rights in and to all the
Videos listed on Exhibit "A" insofar as CD-ROM rights only are concerned.
All other rights are reserved to Sun or third parties.
All production, distribution, licensing and marketing of CD-ROM products
hereunder shall be done in the sole and unfettered discretion of Sun and
Tampa Bay shall have no right whatsoever to participate in or object to any
creative or business decision undertaken in good faith by Sun and its
agents in connection herewith.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed
as of this 21st day of September 1995.
SUN BROADCASTING SYSTEMS, INC.
BY: Greg McDonald
its President
TAMPA BAY CORPORATION
by: an authorized signer
E-186
<PAGE>
NUMBER SHARES
3033 2,000,000
Tampa Bay Corporation
INCORPORATED ON MARCH 18, 1987
IN THE STATE OF NEVADA
CUSIP #875119109
AUTHORIZED STOCK: 50,000 SHARES
PAR VALUE $.001 PER SHARE
THIS CERTIFIES THAT
DROMEDARY LLOYD RESTRICTED
IS THE RECORD HOLDER OF TWO MILLION
TAMPA BAY CORPORATION
transferable on the books of the Corporation in person or duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: September 29, 1995
[SEAL] /s/ Randall Howard /s/ Jeffrey S. Taylor
-------------------- ---------------------
Secretary President
The shares of stock represented by this certi-
ficate have not been registered under the Sec-
urities Act of 1933, as amended, and may not be
sold or otherwise transferred unless a compliance
with the registration provision of such Act has Countersigned
been made or unless availability of an exemption HOLLADAY STOCK
TRANSFER, INC.
from such registration provisions has been estab- 4350 E. Camelback
Road, Suiet 1000
lished, or unless sold pursuant to Rule 144 under Phoenix, AZ 85018
the Securities Act of 1933. (602) 840-9019
By: /s/ S.O.
-------------------------------
Authorized Signature
E-187
<PAGE>
NUMBER SHARES
3032 100,000
Tampa Bay Corporation
INCORPORATED ON MARCH 18, 1987
IN THE STATE OF NEVADA
CUSIP #875119109
AUTHORIZED STOCK: 50,000 SHARES
PAR VALUE $.001 PER SHARE
THIS CERTIFIES THAT
LAWRENCE OLSON RESTRICTED
IS THE RECORD HOLDER OF ONE HUNDRED THOUSAND
TAMPA BAY CORPORATION
transferable on the books of the Corporation in person or duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: September 29, 1995
[SEAL] /s/ Randall Howard /s/ Jeffrey S. Taylor
-------------------- ---------------------
Secretary President
The shares of stock represented by this certi-
ficate have not been registered under the Sec-
urities Act of 1933, as amended, and may not be
sold or otherwise transferred unless a compliance
with the registration provision of such Act has Countersigned
been made or unless availability of an exemption HOLLADAY STOCK
TRANSFER, INC.
from such registration provisions has been estab- 4350 E. Camelback
Road, Suiet 1000
lished, or unless sold pursuant to Rule 144 under Phoenix, AZ 85018
the Securities Act of 1933. (602) 840-9019
By: /s/ S.O.
-------------------------------
Authorized Signature
E-188
<PAGE>
NUMBER SHARES
3031 200,000
Tampa Bay Corporation
INCORPORATED ON MARCH 18, 1987
IN THE STATE OF NEVADA
CUSIP #875119109
AUTHORIZED STOCK: 50,000 SHARES
PAR VALUE $.001 PER SHARE
THIS CERTIFIES THAT
WILLIAM BRIN RESTRICTED
IS THE RECORD HOLDER OF TWO HUNDRED THOUSAND
TAMPA BAY CORPORATION
transferable on the books of the Corporation in person or duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: September 29, 1995
[SEAL] /s/ Randall Howard /s/ Jeffrey S. Taylor
-------------------- ---------------------
Secretary President
The shares of stock represented by this certi-
ficate have not been registered under the Sec-
urities Act of 1933, as amended, and may not be
sold or otherwise transferred unless a compliance
with the registration provision of such Act has Countersigned
been made or unless availability of an exemption HOLLADAY STOCK
TRANSFER, INC.
from such registration provisions has been estab- 4350 E. Camelback
Road, Suiet 1000
lished, or unless sold pursuant to Rule 144 under Phoenix, AZ 85018
the Securities Act of 1933. (602) 840-9019
By: /s/ S.O.
-------------------------------
Authorized Signature
E-189
<PAGE>
NON-EXCLUSIVE PHONOGRAPH
RECORD LICENSE AGREEMENT
E-190
<PAGE>
NON-EXCLUSIVE PHONOGRAPH RECORD LICENSE AGREEMENT
THIS AGREEMENT is made and entered into as of the 8th day of December,
1995, by and between SUN CLASSIC COMMUNICATIONS GROUP, INC., a California
corporation with its main place of business in of Palm Springs, Califomia
(hereinafter sometimes referred to as "Licensor") and TAMPA BAY CORPORATION
a Nevada corporation with its main place of business in Phoenix, Arizona
(hereinafter sometimes referred to as "Licensee").
WITNESSETH:
WHEREAS, Licensor controls for the purposes herein stated master
recordings embodying the vocal performances of the recording-artists listed
on Exhibit "A" attached hereto and incorporated herein by reference
(hereinafter sometimes jointly referred to herein as "Artists") for the
purpose of embodying the same on phonograph records; and
WHEREAS, Licensee is in a position to directly or indirectly provide
manufacturing facilities for phonograph record albums in and throughout the
United States of America, its territories and possessions (hereinafter
referred to as the "Territory") for the distribution of phonograph records
through traditional retail outlets, mass merchandisers and so-called
"key-outlet" distributors:
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and promises hereinafter set forth, it is agreed:
l. LICENSE OF MASTER RECORDINGS. Licensor hereby licenses non-exclusively
to Licensee, and Licensee hereby accepts from Licensor, for the term of
this Agreement and for the Territory only, the master recordings listed on
Exhibits "A", respectively entitled as indicated thereon or as may be
re-entitled by Licensee (herein the "Masters") annexed hereto (and by this
reference incorporated herein) to be released by Licensee in the form of
long-playing phonograph records respectively embodying Artists'
performances, each to be entitled as aforesaid (hereinafter sometimes
jointly referred to as the "Albums"), for the sole purpose of manufacturing
the Albums, in the Territory, by means of retail, mass merchandisers and
so-called "key market outlet" distribution methods only. Except as
expressly provided for in this agreenment, all rights of any nature
whatsoever in the aforementioned master recordings or any related or
unrelated master recordings are reserved by Licensor. Licensee undertakes
to use its best efforts and all reasonable skill and abilitv in its
manufacture, distribution and sale of phonograph records hereunder
throughout the Territory.
2. RIGHTS GRANTED. Subject to the provisions of Paragraph 1 hereof (and
to the other provisions of this agreement), Licensor hereby grants
Licensee, with regard to Licensor's Masters, the following rights with
respect to the Albums:
1
E-191
<PAGE>
(a) The non-exclusive rights to manufacture, distribute, sell and
advertise the Albums, in the Territory, by means of retail, mass
merchandiser and key-market outlet distribution methods only, it being
understood that except as otherwise expressly provided herein such
right to manufacture shall automatically revert to Licensor upon the
expiration or termination of such term.
(b) The non-exclusive right to use in the Distribution and
Manufacturing Territorv the names and likenesses of the Artists in
connection with the advertising, publicizing or sale of records
manufactured therefrom, except as expressly provided for herein.
Licensor or third parties whose rights in and to the same underlie
those of Licensor shall own and retain the exclusive right to exploit
all artwork embodying the Artists' names and/or likenesses hereunder
(except as to those uses and ownerships which are specifically granted
to Licensee hereunder) and Licensee shall have no so-called
"merchandising rights" (as that term is commonly understood in the
phonograph record industry) in and to the Artists' names, voices,
likenesses, or facsimile signatures as a result of this agreement and
the Artists' performances hereunder.
c) Licensee shall not use or in any way dispose of any master
recording supplied or caused to be supplied bv Licensor under this
Agreement or any reproduction thereof, other than in accordance with
the terms hereof.
3. TERM. The term of this agreement shall commence as of December 8, 1995
or the date upon which Licensor shall receive pavment of the License Fee
specified under paragraph 4 below (which payment is being made as the final
payment called for under the terms of that certain so-called Agreement And
Plan Of Reorganization being executed simultaneously herewith by and
between Licensee and Licensor's affiliated company, Sun Broadcasting
Systems. Inc.) and shall continue for a period of three (3) years (herein
"Term") from and after such date.
4. ROYALTY PAYMENT. In consideration of this Agreement and the rights
licensed hereunder, Licensee shall pay to Licensor a one-time flat royalty
payment in the net amount of Five Hundred Thousand Dollars ($500,000.00),
payable in the manner provided for in paragraph 5 hereinbelow.
5. PAYMENT AND DIVISION OF ROYALTY FEE. Payment of the one-time royalty
payment shall be made in U. S. dollars and shall be made on the date
specified for and in lieu of the final cash payment due to Licensor's
affiliate, Sun Broadcasting Systems, Inc. ("SBS"') under that certain
agreement for Merger and Reorganization of even date herewith entered into
between Licensee and SBS.
6. ARTIST'S, PRODUCER'S AND COPYRIGHT ROYALTIES
(a) To the extent applicable, Licensor shall pay or cause to be paid
any and all sums which may become due to any third party(ies) pursuant
to any contract with Licensor as a
2
E-192
<PAGE>
result of this Agreement, including all sums due to the Artists or any
record producers, musicians, arrangers, copyists or others whose
performances are embodied in the Albums as a result of this Agreement
and Licensee's payment hereunder. Any claims in connection therewith
are without relevance to the Licensee. In the instance of such
claims, Licensee shall promptly upon presentation thereof revert the
same to Licensor.
(b) With respect to records released by Licensee hereunder which
embody master recordings hereunder containing copyrighted musical or
other material, Licensee warrants and represents that it shall obtain
all necessary licenses and that it shall pay directly to the copyright
proprietors of such material or to their duly authorized agent(s), all
mechanical royalties (including the full statutory rate thereof, as
required) or other sums which may be due or become due under and in
accordance with said licenses or any applicable laws with respect to
sales hereunder.
7. DELIVERY OF MASTER RECORDINGS. Licensee shall acknowledge. in writing
Licensor's delivery of the master recordings licensed hereunder and that
all such master recordings shall be used by Licensee only for such purposes
as are provided for in this Agreement. Licensee shall, upon its receipt of
Licensor's invoice therefore, reimburse Licensor for its net out-of-pocket
costs of duplicating and shipping to Licensee the master tapes and
uncombined films hereunder. The approximate costs of each DAT master to be
delivered hereunder is $125.00. Licensor shall provide uncombined album
negatives to Licensee at its net cost therefore, estimated to be $450.00
per Album. Shipping shall be reimbursed upon demand at Licensor's net
costs therefore, estimated to be $450.00 per Album. Shipping shall be
reimbursed upon demand at Licensor's net cost.
8. SUBLICENSES. Licensee shall not without Licensor's advance written
consent (which consent shall not be unreasonablv withheld) sub-license to
any third party(ies) its rights hereunder, nor shall it export or knowingly
permit third parties to export records hereunder outside of the licensed
Territory.
9. TRADEMARKS: LABEL COPY.
(a) To the extent Licensor has a duly registered trademark ("Citation
Records-TM") and such use can lawfully be permitted by Licensor,
Licensor grants to Licensee for the term of this Agreement the
non-exclusive right to use the Licensor's trademark within the
Territory, only and solely for the purpose of manufacturing,
distributing and advertising copies of the Albums as herein provided.
Licensee shall comply with all label copy instructions received from
Licensor. All label copy shall bear appropriate copyright notices and
notice under the Universal Copyright Convention.
(b) Licensee agrees and acknowledges that it shall not acquire any
rights of whatsoever nature in the Licensor's said trademark or any
artwork thereof as a result of Licensee's use thereof and that all
uses thereof by Licensee shall inure to the benefit of Licensor.
Licensee shall not directly or indirectly, during the term of this
Agreement or thereafter, attack the ownership by Licensor of its
trademark and/or "logo" or the validity thereof. Licensee shall
3
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<PAGE>
at no time use or authorize the use of any trademark, "logo"
trademarks or other designation identical with or confusingly similar
to Licensor's trademarks and "logos" which would affect the ownership
of said trademark or "logos".
(c) Licensee shall not at any time apply for any registration of any
copyright trademark or "logo" or other designation, including any
artwork which includes Licensor's trademark and/or "logo" in whole or
in part, and shall not file any document with any governmental
authority or take any other action which would affect the ownership of
said trademark or "logos".
(d) Licensor shall furnish Licensee with the names of songwriters and
lyricists of each musical selection embodied in the Masters. Such
information and the individual running/playing times of each Master
shall be delivered to the Licensee not later than that date upon which
the Masters are delivered to the Licensee as part of the uncombined
film negatives provided.
10. EDITING. All Master recordings released on records hereunder shall be
released in their entirety and without editing and in the manner and for
the purpose originally recorded by Licensor or its predecessor in interest
or client(s).
11. OWNERSHIP OF LICENSED PROPERTY. All tapes, acetates, stampers, mothers
or duplicates of all Master Recordings referred to herein and all
copyrights, ownerships and rights in and to such Master Recordings shall
remain the sole and exclusive propertv of Licensor or its underlying
licensor/client (as the case may be). Licensee will, upon request, execute
or cause to be executed, and will deliver to Licensor, all documents
necessary to establish and effectuate Licensor's clients' unencumbered
ownership of all such rights. Neither Licensee nor anyone claiming rights
through Licensee shall sell, assign, transfer, mortoage, hypothecate or
subject to any lien or encumbrance. any of the above rights, and any
attempt thereto shall be null and void and of no force and effect
whatsoever. All record labels, liners and packaging produced, manufactured
and/or distributed by or under the authority of Licensee hereunder shall
bear appropriate copyright notices, as required under the Rome Convention,
indicating INTER ALIA that the Master Recordings are copyrighted in
accordance with the notices set forth on Schedule "A" annexed hereto. Any
artwork and design created and manufactured by Licensee hereunder shall be
from inception and remain the property of Licensee after the expiration or
termination of the Agreement.
12. RIGHTS OF TERMINATION OF LICENSOR. In the event:
(a) Licensee shall fail to make any payments required hereunder or
Licensee shall fail to perform any of its material obligations
required of it hereunder and Licensor shall have notified Licensee in
writing of such failure and Licensee shall not have cured such failure
within five (5) days after such written notification;
4
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<PAGE>
(b) Licensee shall make or attempt to make any assignment for the
benefit of creditors or make any compositions with creditors, or any
action or proceeding under any bankruptcy or insolvency law is taken
by or against Licensee or Licensee shall effect a voluntary or
compulsory liquidationl; or
(c) The businesses of Licensee or a substantial portion of either
shall be expropriated or otherwise taken over by any government or
quasi-governmental authority of any kind; then, and in any of such
events, Licensor may, in addition to all of its other rights and
remedies at law or otherwise, at its option, terminate this Agreement
upon giving not less thall ten (10) days' written notice to Licensee
without prejudice to any rights or claims which Licensor may have.
Notwithstanding the expiration or termination of this Agreement for
any reason whatsoever, the terms hereof shall remain in full force and
effect until all materials furnished or made available hereunder (or
any reproduction thereof) have been returned to Licensor.
13. EFFECT OF EXPIRATION OR TERMINATION.
(a) Upon the expiration or termination of this Agreement, all
manufacturing by or under the authority of Licensee shall cease, and
Licensee shall not manufacture any further records from the master
recordings licensed hereunder. A11 master recordings and all
derivatives thereof and any other material in Licensee's possession or
control used in the manufacture of records hereunder (including, but
not limited to, tapes, mothers and stampers) shall promptly, at the
option of Licensor and upon its written instruction, either:
(i) be transferred by Licensee to Licensor or its designee at
Licensee's actual cost, plus shipment charges; or
(ii) to the extent Licensor so elects in writing, be destroyed by
Licensee under the supervision of Licensor or Licensor's
designee, or, at Licensor's written request destroyed by Licensee
without such supervision, provided Licensee provides Licensor
with an affidavit of such fact, sworn to by a principal officer
of License.
(b) Licensee shall submit to Licensor, not later than ten (10) days
after the expiration of this Agreement, a written inventory of all
then-remaining copies of the records manufactured hereunder. Licensor
or its designee shall have the option, upon giving Licensee written
notice of its election to do so not later than two (2) months after
each of their receipts of such written inventory, to purchase such
remaining copies which are unsold at the time it make such election
for an amount equal to Licensee's direct cost of manufacturing such
records and the amount of any sales taxes Licensee must pay in
connection with such purchase. If Licensor or designee elects to
purchase such remaining copies, Licensee shall promptly ship them at
such party's costs (which same shall pay promptly), to same, or shall
make them available at Licensee's place of business for same to take
possession thereof.
5
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<PAGE>
(c) Upon the expiration of this Agreement by reason of passage of
time and not by reason of any termination by Licensor, provided that
Licensee submits the aforesaid written inventory to Licensor within
ten (10) days after such expiration, Licensee shall for a period of
six (6) months from the date of such expiration continue to have the
right to sell the then-remaining copies of said records until such
time as Licensor or its designee notifies Licensee, in accordance with
the foregoing provisions, that same elects to purchase such remaining
copies of said records: in the event same does not so notify Licensee,
Licensee shall, promptly upon its receipt of such notification, cease
any further selling of such remaining copies of said records and shall
forthwith proceed in accordance with the provisions of (b) above.
(d) All sales of records by Licensee subsequent to the expiration of
this Agreement shall, except as otherwise provided herein, be in
accordance with the terms and provisions hereof applicable to the sale
of records during the term hereof. Upon the expiration of the six (6)
month period referred to in subparagraph (c) above, Licensee shall
destroy all then-remaining records under the supervision of Licensor
or its designee, or, to the extent Licensor so elects in writing,
Licensee shall destroy said records without such supervision, provided
that Licensee provides Licensor with an affidavit of such facts, sworn
to by a principal officer of Licensee.
14. DEFINITION OF RECORD AND PHONOGRAPH RECORD. For purposes of this
Agreement, the terms "record" and "phonograph record" shall mean any SOUND
CARRIER of any material and revolving at any speed, or any other device or
contrivance of any type, character or description (including so-called
"compact discs"), including tapes, whether in reel-to-reel, cassette, DAT,
MiniDisc, DCC or cartridge form, whether now or hereafter known, for the
reproduction of sound only, manufactured and sold primarily for home
entertainment use. It is specifically understood and agreed that no rights
are hereby granted by Licensor to Licensee hereunder, to exploit the Master
Recordings hereunder by any other means than are specified in Paragraph 1
hereof, all of which such rights are expressly reserved by Licensor.
Accordingly, Licensor or its designee shall have the sole and exclusive
right, at its election, to exercise any of the said reserved rights in the
Territory during the term hereof.
15. NOTICES. A11 statements, royalties and other payments to be given to
Licensor hereunder shall be addressed to Licensor as hereunder provided.
All notices to be given by either party hereto shall be in writing and
shall be delivered bv registered airmail, postage prepaid, or by telegram,
facsilnile or cable, charges prepaid. Any properly addressed notice (other
than any notice of change of address, which shall only be effective upon
receipt) which is so mailed, telegraphed, telecopied or cabled shall be
conclusively deemed to have been given two (2) days after the date of
mailing as aforesaid or one (1) day after the date of telecopied
transmission or delivery to the telegraph or to the cable compay,. as the
case may be. The addresses of the parties, until further written notice to
the contrary, are:
6
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<PAGE>
LICENSOR LICENSEE
SUN CLASSIC COMMUNICATIONS GROUP, INC. TAMPA BAY CORPORATION
1000-D East Tahquitz Canyon Way 4530 North 40th Street
Palm Springs, California 92262 Phoenix, Arizona 85018
Attn: GREG MCDONALD Attn: ________________
16. MISCELLANEOUS.
(a) The covenants hereunder are subject to applicable laws.
(b) If any part of this Agreement shall be declared invalid or
unenforceable by a court of component jurisdiction, it shall not
affect the validity of the balance of this Agreement, provided,
however, that if any provision of this Agreement pertaining to the
payment of monies to Licensor shall be declared invalid or
unenforceable, Licensor shall have the right, at its option, to
terminate this Agreement upon giving not less than five (5) days'
written notice to Licensee.
(c) Except as provided for in this Agreement, all rights of any
nature in the Master Recordings licensed hereunder are reserved by
Licensor .
(d) This Agreement may not be modified orally; no waiver, amendment
or modification shall be binding or effective unless in writing and
signed by the party sought to be bound.
(e) Paragraph headings used herein are for convenience only and are
not part of this Agreement and shall not be used in construing it.
(f) This Agreement shall inure to the benefit of and be binding upon
Licensor and its successors and assigns and Licensee and any of his
permitted successors or assigns. Time is of the essence with respect
to all payments hereunder, subject to the termination cure period
provided for in sub-section (b) hereinabove.
(g) In the event of any action, suit or proceeding hereunder, the
party prevailing, to the greater extent, shall be entitled to recover
reasonable attomey's fees in addition to the cost of said action, suit
or proceeding.
(h) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
17. FORCE MAJEURE.
Neither party hereto shall be liable to the other for any failure to
perform or a delay in performance of its obligations hereunder caused by an
Act Of God, outbreak of hostilities,
7
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<PAGE>
riots, civil disturbance, act of terrorism, the act of any government or
authority (including any revocation of any license or consent), fire,
explosion, flood, fog or bad weather, default of suppliers or
sub-contractors, theft, malicious damage, strike, lock-out or industrial
action of any kind, cause or circumstance beyond its reasonable control.
18. INDEMNITY/CHAINS OF TITLE.
Licensor agrees to protect, defend, indemnify and hold Licensee
harmless from and against any and all liability and/or expenses arising out
of any alleged infringement or claims asserted by third parties contesting
the rights granted by Licensor to Licensee hereunder, which claim is
reduced to a final judgment in a court of competent jurisdiction or which
is settled with Licensor's written consent. Licensor warrants and
represents that its ownership and rights in and to Masters and its right to
grant to Licensee the rights set forth herein are derived pursunlt to a
direct agreement between Licensor and the Artists.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first set forth above.
Sun Classic Communications Group, Inc. Tampa Bay Corporation
By: /s/ GREG MCDONALD By: /s/ WILLIAM BRIN
------------------------- --------------------------
Greg McDonald
its Chairman & CEO its President/CEO
Dated: 12/8/95 Dated: 12/5/95
8
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<PAGE>
EXHIBIT "A" TO THE AGREEMENT DATED DECEMBER 8, 1995
ENTERED INTO BY AND BETWEEN
SUN CLASSIC COMMUNICATIONS GROUP, INC.
AND
TAMPA BAY CORPORATION
(THIS EXHIBIT CONSISTS OF NINE (9) PAGES)
ERIC BURDON House Of The Rising Sun
Spill The Wine
San Franciscan Nights
Help Me Girl
Bring It On Home To Me
We Gotta Get Out Of This Place
Don't Bring Me Down
It's My Life
I'm Crying
Boom Boom
See See Rider
When I Was Young
Monterey
Anything
White Houses
The Night
Gonna Send You Back To Walker
Inside Looking Out
Don't Let Me Be Misunderstood
"FATS" DOMINO Going To The River
His Greatest Hits Live I'm Ready
I Want To Walk You Home
Whole Lotta Loving
I Almost Lost My Mind
Ain't That A Shame
I'm In Love Again
I'm Walking
I'm Walking To New Orleans
Poor Me
Let The four Winds Blow
1
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<PAGE>
Shake Rattle And Roll
My Girl Josephine
The Fat Man
I'm Gonna Be a Wheel Someday
Blue Monday
Jambalaya (On the Bayou)
Blueberry Hill
When The Saints Go Marching In
Sentimental Journey
Fats Boogie
My Toot Toot
I Can't Go On
So Long/Stormy Weather
THE GRASS ROOTS Sooner or Later
Greatest Hits Live Wait A Million Years
Heaven Knows
Think I Should Have Said
Let's Live For Today
Temptation Eyes
Two Divided By Love
Midnight Confessions
PETER NOONE I'm Into Something Good
Herman's Hermits Wonderful World
Greatest Hits Live Listen People
Dandy
A Must To Avoid
No Milk Today
Steady Eddie
God Knows
Leaning On A Lampost
Silhouettes
Don't Say It
Needles and Pins
Jusa a Little Bit Better
End Of The World
Jezebel
A Kind Of Hush
Mrs. Brown
I'm Henry the VIII, I Am!
2
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<PAGE>
JAN & DEAN Sidewalk Surfin'
Silver Summer Surfin' Safari
The 25th Anniversary Album Honolulu Lulu
Ride the Wild Surf
Surf City
Surfin' USA
Drag City
Little Deuce Coupe
Deadman's Curve
I Get Around
Little Old Lady From Pasadena
Fun Fun Fun
Be True to Your School
Sunny Afternoon
Popsicle
Indian Lake
Summer Rain
Linda
California Girls
New Girl In School
Surfer Girl
Barbara Ann
BRENDA LEE Coming On Strong
Greatest Hits Live Silver Threads and Golden Needles
Johnny One Time
You're The One That I Want
Jambalaya
Is It True
My Whole World is Falling Down
Sweet Nothings
End of the World
All Alone Am I
Dum Dum
Fool Number One
Too Many Rivers
How Much Love
That's All You Gotta do
I'm Sorry
Mama Don't Dance
Good Old Acappella (Soul to Soul)
Old Landmarks
(Some Glad Morning) I'll Fly Away
3
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<PAGE>
Operator
Up Above My Head
Saved
When You're Smiling
You Ought To Be In Pictures
Put On A Happy Face
Smile
Baby Face
LORETTA LYNN Hey Loretta!
Greatest Hits Live You're Looking at Country
Let Your Love Flow
We've Come A Long Way Baby
Spring Fever
Your Squaw Is On The War Path
Fist City
I Fall To Pieces
Walking After Midnight
Crazy
Back In Baby's Arms
She's Got You
Me And Bobby McGee
Somebody Somewhere
Out Of My Head And Back In My Bed
Coal Miner's Daughter
They Don't Make 'Em Like My Daddy
Anymore
The Pill
Ya'll Come
You Ain't Woman Enough
THE MAMAS & THE PAPAS Go Where You Wanna Go
Greatest Hits Live Mississippi (Down On The Bayou)
Dedicated To The One I Love
Straight Shooter
Sunday Will Never Be The Same
I Saw Her Again
Dream A Little Dream Of Me
Creeque Alley
Monday, Monday
California Dreamin'
AL MARTINO Quando. Quando, Quando
4
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<PAGE>
Greatest Hits Live The Song Is You
I Have But One Heart
Feelings
The More I See You
Mary In The Morning
Spanish Eyes
Strangers In The Night
To The Door Of The Sun
Lonely Is A Man Without Love
I Love You Because You're You
I Love You More Every Day
A Wild & Softly Rose
Speak Softly Love
The End Of The Line
Come Into My Life
I've Got To Be Me
Can't Help Falling In Love With You
Volare
RICK NELSON Stood Up
Live I Got A Feeling
Hello Mary Lou
You Know What I Mean
Believe What You Say
Never Be Anyone Else But You
It's Up To You
It's Late
My Bucket's Got A Hole In It
Lonesome Town
Waitin' In School
Travelin' Man
Garden Party
That's All Right Mama
Milk Cow Blues Boogie
Fools Rush In
Poor Little Fool
Honky Tonk Woman
Boppin' The Blues
RICK NELSON Travelin' Man
Greatest Hits Hello Mary Lou
Stood Up
Garden Party
5
E-203
It's Late
You Know What I Mean
Young World
Lonesome Town
I Got A Feeling
Don't Leave Me This Way
Believe What You Say
Poor Little Fool
Never Be Anyone Else But You
You Are The Only One
Just A Little Too Much
It's Up To You
Waitin' In School
Fools Rush In
Teenage Idol
I'm Walkin'
Mighty Good
Sweeter Than You
CHARLIE PRIDE Kaw-Liga
Greatest Hits Live (I'm So) Afraid Of Losing You Again
Oklahoma Morning
It's Going To Take A Little Bit Longer
Crystal Chandeliers
Does My Ring Hurt Your Finger
Too Good To Be True
I'd Rather Love You
A11 I Have to Offer You (Is Me)
Wonder Could I Live There Anymore
Is Anybody Goin' To San Antone
I'm Just Me
Shutters And Boards
The Happiness Of Having You
My Eyes Can Only See As Far As You
Kiss An Angel Good Morning
Let Me Live In The Light Of His Love
Mississippi Cotton-Picking Delta Town
Help Me Make Through The Night
Louisiana Man
There Goes My Everything
Lovesick Blues
Me And Bobby McGee
6
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<PAGE>
GARY PUCKETT Woman Woman
Timepieces Lady Willpower
This Girl Is A Woman Now
Over You
Young Girl
How Am I Supposed To Live Without You
I Want To Know What Love Is
Right Here Waiting
Making Love Out Of Nothing At A11
Open Arms
Is This Love
Hello
` Alone
The Search Is Over
(Everything I Do) I Do It For You
GARY PUCKETT Lady Willpower
Live Over You
Home
Ain't Got Nothing But The Blues
Secret Love
This Girl Is A Woman Now
Your Love Keeps Lifting Me (Higher &
Higher)
Don't Give In To Him
Woman, Woman
Young Girl
LOU RAWLS Lady Love
Greatest Hits Live Stay A While With Me
Groovy People
Dead End Street
Tobacco Road
Love Is A Hurting Thing
A Natural Man
I Can Be Good To You
Tomorrow (from "Annie")
Unforgettable
Send In The Clowns
You'll Never Find Another Love Like
Mine
The Sone I Sing
NEIL SEDAKA Sing Me
7
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<PAGE>
Greateast Hits Live Standing On The Inside
Laughter In The Rain
Oh Carol
Climb Up (Stairway to Heaven)
Hey Little Devil
Sweet Sixteen
Calendar Girl
New York City Blues
Love Will Keep Us Together
Solitaire
Lonely Night (Angel Face)
Sad Eyes
Bad Blood
The Immigrant
Breaking Up Is Hard To Do
The Original Lead Singers of I Can't Get Next To You
The Temptations Papa Was A Rollin' Stone
.... Digital Gold Ain't Too Proud To Beg
Their Greatest Hits Superstar (Remember How You Got Where
You Are)
Just My Imagination
Beauty Is Only Skin Deep
I'm Losing You
Cloud Nine
Ball Of Confusion (That's What The
World Is Today)
Runaway Child (Running Wild)
My Girl
Keep On Truckin'
The Way You Do The Things You Do
I Wish It Would Rain
Get Ready
Masterpiece
Psychedelic Shack
ROGER WHITTAKER The Last Farewell
Greatest Hits Live Hello Good Morning Happy Day
If I Were A Rich Man
Elizabethan Serenade
Chengelip
Al1 Of My Life
From The People
8
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<PAGE>
Durham Town
African Whistler
New World In The Morning
Mammy Blue
Hold On
What Love Is
The First Hello, The Last Goodbye
Hound Dog
Summer In The Country
Summer Days
Fire And Rain
Both Sides Now
Streets Of London
River Lady
Sloop John B
THIS SCHEDULE IS CONTINUED IN THE FORM OF A LISTING OF ALL MASTER SOUND
RECORDINGS KNOWN AS AND REFERRED TO AS "THE MILLMAN CATALOGUE"
(SEE __________________________ ( ) ADDITIONAL PAGES
ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE
9
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<PAGE>
EXHIBIT I
PROMISSORY NOTE
BETWEEN TAMPA BAY
AND EQUITY INVESTORS
DATED 1/15/96
<PAGE>
**PROMISSORY NOTE**
-------------------
THE MAKER of this Note promises to pay to the order of the Payee the
Principal Amount and agrees to pay interest on unpaid principal at the
Annual Interest Rate or, if there is a default, at the Default Interest
Rate. The Maker acknowledges that sufficient consideration has been given
for this Note. (The amount of principal, rates of interest, payment dates
and other facts necessary to complete this Note are set forth below under
SPECIFIC INFORMATION.)
PAYMENT TERMS:
The principal amount and the interest shall be paid in monthly payments,
each equal to the Amount of Monthly Payment specified below. Each payment
shall be applied first to pay interest and then to reduce principal.
Interest shall accrue from the date of this Note. The due date for the
first payment is stated below, and the other payments shall follow
consecutively on the same date of each succeeding month until all interest
and principal have been paid in full. An indication below of the total
number of payments (the making of the indication is optional) is not to be
construed as modifying the payment terms as otherwise set forth in the
Note. The amount of the final payment shall be reduced, if necessary, so
that it exactly equals the balance of and accrued interest then due.
Despite statements in the preceding sentence, if a date for a balloon
payment is filled in below, the entire balance of principal and interest
owing as of that date shall be paid at that time in one final payment.
OTHER TERMS:
(a) The Payee is authorized to use an amortization schedule to apportion
payments between interest and principal, and the amortization schedule may
be based either on a 360-day or a 365-day year.
(b) Principal may be prepaid entirely or partially without penalty, unless
a prepayment restriction is stated below. Partial prepayments shall not
defer the due dates for, or the amounts of, succeeding payments.
(c) If this Note is secured, the collateral is briefly described below.
(d) The makers and endorsers of this Note waive and excuse presentment for
acceptance and payment, notice of dishonor, and protest of dishonor.
E-209
<PAGE>
(e) A subsequent holder of this Note is included in reference to "Payee".
If there are two or more Makers of this Note, they are obligated jointly
and severally.
(f) There shall be no grace period with respect to any of the payment
obligations under this Note, unless a different indication is made below
under "Special Provisions".
SPECIFIC INFORMATION:
Name of Maker: Equity Investors, Inc.
Date of Note: January 15, 1996
Name(s) of Payee: Tampa Bay Corporation
Principal Amount: $1,650,000.00
Annual Interest Rate: 10%
Schedule of Monthly Payments: Amount Date
------------ ---------
$ 50,000.00 January 31, 1996
50,000.00 February 28, 1996
50,000.00 March 31, 1996
200,000.00 April 30, 1996
100,000.00 May 31, 1996
100,000.00 June 30, 1996
100,000.00 July 31, 1996
100,000.00 August 31, 1996
100,000.00 September 30, 1996
100,000.00 October 31, 1996
100,000.00 November 30, 1996
100,000.00 December 31, 1996
200,000.00 January 31, 1997
200,000.00 February 28, 1997
100,000.00 March 31, 1997
Date of First Monthly Payment: January 31, 1996
Date of Balloon Payment: N/A
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<PAGE>
Amount of Balloon Payment: N/A
Collateral: None
Payments shall be mailed to delivered to: Tampa Bay Corporation
1000 E. Tahquitz Canyon Way
Palm Springs, CA 92262
THIS PROMISSORY NOTE IS ENTERED INTO THIS, 15TH DAY OF JANUARY, 1996, BY
AND BETWEEN: Tampa Bay Corporation and Equity Investors, Inc.
/s/ Jeffrey S. Taylor /s/ Andrew Croson
- ----------------------------- -----------------------------
(PAYEE) Tampa Bay Corporation (MAKER) Equity Investors, Inc.
Jeffrey Taylor Andrew Croson
E-211
<PAGE>
EXHIBIT J
PRIVATE PLACEMENT MEMORANDUM
OF 1/15/96
<PAGE>
PRIVATE PLACEMENT MEMORANDUM
Tampa Bay Corporation
________________
$1.00 Per Share
Consisting of
1,700,000 Shares of Common Stock
Minimum Investment: 10,000 Shares ($10,000)
E-213
<PAGE>
TABLE OF CONTENTS
Page
COVER PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
NOTICES TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . .3
WHO MAY INVEST . . . . . . . . . . . . . . . . . . . . . . . . . . .4
SUMMARY OF THE OFFERING. . . . . . . . . . . . . . . . . . . . . . .6
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ESTIMATED USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . 11
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . 12
DESCRIPTION OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . 13
DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . 14
TERMS OF THE OFFERING. . . . . . . . . . . . . . . . . . . . . . . 14
PLAN OF PLACEMENT. . . . . . . . . . . . . . . . . . . . . . . . . 14
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . 15
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . .F-1
EXHIBITS
EXHIBIT A - SUBSCRIPTION AGREEMENT
No part of this document may be reproduced, stored in a retrieval system
or transmitted, in any form or by any means, electronic, mechanical,
photocopying, recording or odlerwise, without the prior written
permission of Company.
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PRIVATE PLACEMENT MEMORANDUM Copy No. _________
- ----------------------------
TAMPA BAY CORPORATION
1,700,000 SHARES
OFFERING PRICE - $1.00 PER SHARE
Minimum Investment: 10,000 Shares ($10,000)
Company (the "Company") is offering 1,700,000 Shares (the "Shares").
The Shares are offered at a price of $1.00 per Share, with a minimum
purchase of 10,000 Shares ($10,000). The Shares are offered for sale
directly by the Company, subject to the terms and conditions set forth
herein. See "TERMS OF THE OFFERING" and "PLAN OF PLACEMENT."
THESE ARE SPECULATIVE SECURITIES AND INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS."
The securities offered by this Memorandum have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and
are offered for sale in reliance upon the exemption provided by, or
pursuant to regulations promulgated under, Section 4(2), Regulation D, Rule
506 of such Act relating to transactions not involving a public offering.
Because the securities are not registered under the Securities Act or the
securities laws of any state, the investor must hold them indefinitely
unless (i) they are registered under the Securities Act and any applicable
state securities laws, (ii) the investor obtains an opinion of counsel
satisfactory to the Company to the effect that registration is not required
under the Securities Act and applicable state laws or (iii) the Company
permits the sale, transfer, or other disposition of the securities by the
investor as provided herein. No public market exists for any of the
securities offered hereby and such a market for resale of these securities
may never develop.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECUR1TIES COMMISSION NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THESE SECURmES HAVE NOT BEEN RECOMMENDED OR
APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________________________________________________________
Price to Selling Proceeds to
Investors Commissions(1) the Company
--------- -------------- -----------
Per Share $ 1.00 $0 $ 1.00
Total Minimum Offering
-0- Shares $ 0 $0 $ 0
Total Maximum Offering
1,700,000 Shares $1,700,000 $0 $1,700,000
______________________________________________________________________
(1) The Company is offering the Shares directly and no person is obligated
to purchase any Shares. The Company may, in its discretion, accept
subscriptions for Shares received through broker-dealers that are
members of the National Association of Securities Dealers, Inc.
("NASD") and will, in connection with such sales, pay a commission of
0% of the price of each Shares sold, provided not fewer than 0 Shares
(the "Minimum Offering") are sold in the offering. See "PLAN OF
PLACEMENT. "
The offering is made on a "best efforts, all-or-none" basis with
respect to the Minimum Offering and on a "best efforts" basis with
respect to the remaining Shares offered. See "TERMS OF THE OFFERING."
The date of this Memorandum is January 15, 1996
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THIS OFFERING WILL BE WITHDRAWN ON JANUARY 15, 1997, UNLESS THE
OFFERING IS EXTENDED ONE OR MORE TIMES BY THE COMPANY WITHOUT NOTICE TO
SUBSCRIBERS TO A DATE NOT LATER THAN JANUARY 15, 1997 (THE "TERMINATION
DATE ") AS PROVIDED HEREIN. See "TERMS OF THE OFFERING."
______________________________________
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO PURCHASE THE SHARES IN ANY STATE OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR SOLICITATION TO ANY MEMBER OF THE GENERAL PUBLIC. This
Memorandum has been prepared solely for the benefit of investors interested
in purchasing the Shares offered hereby. Any distribution of this
Memorandum to any person other tban the recipient (or to those individuals
whom he may retain to advise him with respect thereto) is unauthorized, and
any reproduction of this Memorandum in whole or in part, or the divulgence
of any of its contents without the prior written consent of the Company, is
unauthorized and prohibited.
The recipient, by accepting delivery of this Memorandum, agrees to
return this Memorandum and all documents furnished herewith to the Company
or its representatives if the recipient does not purchase any of the Shares
offered hereby or if the offering is withdrawn or terminated.
The delivery of this Memorandum at any time subsequent to the date
hereof does not imply that the information contained herein is correct as
of any time subsequent to the date of this Memorandum.
_______________________________________
No dealer or salesperson has been authorized to give any information
or make any representations or warranties, either express or implied, other
than those that may be contained in this Memorandum or other documents
included herein or in written supplements to this Memorandum and, if given
or made, such information, representations and warranties must not be
relied upon by any potential investor.
During the course of the offering and prior to sale, each prospective
investor and his purchaser representative(s), if any, are invited to ask
questions of and obtain additional information from the Company and its
directors concerning the terms and conditions of the offering, the Company
and its of ficers and directors and any other relevant matters, including,
but not limited to, additional information to verify the accuracy of the
information set forth in the Memorandum. The Company will provide such
information to the extent it is available or can be acquired without
unreasonable effort or expense. Answers to questions and additional
information may be given only by the Company and its duly authorized
representatives. Information, representations or warranties received from
any other person or in any other manner must not be relied upon as having
been authorized by the Company.
This Memorandum contains statements, believed to be accurate, based on
certain documents, but reference is hereby made to the actual documents for
complete information relating thereto. Copies of such documents are
attached as exhibits to this Memorandum or are on file at the Company. All
such statements are qualified in their entirety by this reference. All
documents relating to this investment will be made available to any
prospective subscriber and his purchaser representative(s) upon request.
________________________________________
The Shares are offered by the Company subject to receipt and
acceptance of subscriptions, the right to reject any subscription in whole
or in part, withdrawal, cancellation or modification of the offer without
notice to investors and certain other conditions.
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NOTICES TO ALL INVESTORS:
1. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
2. EXCEPT AS SET FORTH HEREIN, NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR
IMPLIED, OTHER THAN THOSE WHICH MAY BE CONTAINED HEREIN. IF MADE, SUCH
INFORMATION MUST NOT BE RELIED UPON. NO STATEMENT CONTAINED HEREIN SHALL BE
DEEMED TO MODIFY, SUPPLEMENT OR CONSTRUE IN ANY WAY THE PROVISIONS OF ANY
DOCUMENTS ATTACHED HERETO AS EXHIBITS OR ANY OF THE LANGUAGE CONTAINED
THEREIN, AND ANY STATEMENT MADE HEREIN WITH RESPECT TO ANY SUCH DOCUMENT IS
QUALIFIED BY REFERENCE THERETO.
3. THESE SECURITIES ARE OFFERED SOLELY BY THIS CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM AND ARE SUBJECT TO PRIOR SALE. THE COMPANY RESERVES
THE RIGHT, IN ITS SOLE DISCRETION, TO WITHDRAW OR MODIFY THIS OFFER WITHOUT
PRIOR NOTICE OR TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART OR TO ALLOT
TO ANY PROSPECTIVE INVESTOR FEWER THAN THE INTERESTS APPLIED FOR BY SUCH
INVESTOR.
4. AN INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. (SEE
"RISK FACTORS") THESE RISK FACTORS INCLUDE, AMONG OTHER RISKS, THE
FOLLOWING:
A. THERE IS LIMITED MARKET FOR RESALE OF THE STOCK; HOWEVER, THERE ARE
NO ASSURANCES THAT THIS MARKET WILL EXIST WHEN THE INVESTOR DESIRES TO
LIQUIDATE. IN ADDITION, TRANSFERABILITY OF THE STOCK IS RESTRICTED AND
INVESTORS MAY FIND IT DIFFICULT OR IMPOSSIBLE TO LIQUIDATE THEIR
INVESTMENT AT A TIME WHEN THEY MAY DESIRE TO DO SO. INVESTORS MAY,
THEREFORE, BE REQUIRED TO BEAR THE ECONOMIC RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. ANY SALE OR TRANSFER OF THE STOCK OR
NOTES MAY ALSO RESULT IN ADVERSE TAX CONSEQUENCES.
B. THIS OFFERING INVOLVES SUBSTANTIAL RISKS INHERENT IN ANY BUSINESS
WHICH IS A START-UP AND, IN PARTICULAR, A BUSINESS WHICH IS DEPENDENT
UPON THE COMMERCIAL SUCCESS OF UNTESTED PRODUCTS.
5. NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM IS AUTHORIZED
FOR USE IN CONNECTION WITH THIS OFFERING EXCEPT THIS CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM AND THE DOCUMENTS LISTED HEREIN. NO PERSON OR SALESMAN
HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATION OR GIVE ANY INFORMATION WITH
RESPECT TO THESE INVESTMENT SHARES, EXCEPT THE INFORMATION CONTAINED IN
SUCH DOCUMENTS. ONLY THOSE REPRESENTATIONS EXPRESSLY SET FORTH IN SUCH
DOCUMENTS MAY BE RELIED UPON IN CONNECTION WITH THE OFFERING OF THESE
INVESTMENT SHARES.
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WHO MAY INVEST
The Shares are being offered through this Memorandum without
registration under the Securities Act pursuant to the exemption from the
registration requirements of such Act provided by Section 4(2) thereof and
Rule 506 of Regulation D promulgated thereunder. Rule 506 restricts the
number and nature of purchasers of securities offered parsuant to the Rule.
QUALIFIED PURCHASERS
In order for the Company to qualify its offering as a Rule 506
offering, it will sell Shares to no more than 35 "Non-Accredited Investors"
who meet certain suitability requirements, in the sole discretion of the
Company, and to any number of additional "Accredited Investors," as such
term is defined in Rule 501(a) of Regulation D.
GENERAL SUITABILITY STANDARDS
The Shares will be sold only to a person:
-----------------------------------------
(i) who makes a minimum purchase of 10,000 Shares for $10,000, unless
the Company, in its sole discretion, permits the purchase of fewer Shares;
(ii) who complies with the terms of the Subscription Agreement;
(iii) who represents that they have been furnished and have carefully
read and relied solely on the information contained in this Memorandum,
including all exhibits, amendments and supplements hereto;
(iv) who either:
(a) represents in writing that they qualify as an Accredited
Investor OR
(b) if they are a Non-Accredited Investor, demonstrates in the
Subscription Agreement that they, either alone or with their Purchaser
Representative(s), has such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and
risks of an investment in the Shares (investors will also be required
to provide the Company with any additional information or
documentation that may be required to verify such qualifications);
(v) whose overall commitment to investments which are not readily
marketable is not disproportionate to their net worth, and whose
acquisition of the Shares will not cause such overall commitment to become
excessive; and
(vi) who has no need for liquidity with respect to their investment in
the Shares and is capable of suffering the loss of their entire investment
in any Shares purchased.
ACCREDITED INVESTORS
Accredited Investor is defined in the Securities Act of 1933, Rule
501(a) and shall mean any person who comes within any of he following
categories, or who the issuer reasonably believes comes within any of the
following categories, at the time of the sale of the securities to that
person:
(1) BANK, BROKER, INSURANCE COMPANY, INVESTMENT COMPANY, SMALL
BUSINESS INVESTMENT COMPANY, STATE PLAN, OR EMPLOYEE BENEFIT PLAN. Any bank
as defined in section 3(a)(2) of the Act, or any savings and loan
association or other institution as defined in section 3(a)(5)(A) of the
Act whether acting in its individual or fiduciary capacity; any broker or
dealer registered pursuant to section 15 of the Securities Exchange act of
1934; any insurance company as defined in section 2(13) of the Act; any
investment company registered under the Investment Company Act of 1940 or
a business development company as defined in section 2(a)(48) of that
Act; any Small Business investment Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958; and plan
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established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total assets in excess of
$5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, if the investment decision is made
by a plan fiduciary, as defined in section 3(21) of such act, which is
cither a baok, savings and loan association, insuranco company, or
registered investment adviser, or i\f the employee benefit plan has total
assets in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
(2) PRIVATE BUSINESS DEVELOPMENT COMPANY. Any private business
development company as defmed in section 202(a)(22) of the Investment
Advisers Act of 1940;
(3) ORGANIZATION, PARTNERSHIP, CORPORATE OR OTHER ENTITY INVESTOR.
Any organization described in section 50l(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000;
(4) OFFICER OF ISSUER. Any director, executive officer, or general
partner of the issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general partner of
that issuer;
(5) $1,000,000 NET WORTH. Any natural person whose individual net
worth, or joint net worth with that person's spouse, at the time of this
purchase exceeds $1,000,000;
(6) $200,000 INCOME. Any natural person who had individual income in
excess of $200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $300,000 in each of those years and
has a reasonable expectation of reaching the same level of income in the
current year;
(7) TRUST. Any trust, with total assets in excess of $5,000,000 not
formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii); and
(8) ENTITY. Any entity in which all of the equity owners are
accredited investors.
GENERAL REQUIREMENTS
A breach of an investor of any of its representations made to the
Company in the Subscription Agreement which results in a loss by the
Company of its registration exemption provided by Regulation D will cause
such investor to be liable to the Company for all damages and losses
proximately caused thereby.
The bases for establishing the foregoing standards include the
relative lack of liquidity of the Shares and the risks inherent in an
investment in the Company. The foregoing standards represent minimum
requirements for a prospective purchaser and the Company reserves the right
to reject any subscription notwithstanding compliance with these standards.
Shares may also be sold to corporations, partnerships, trusts and other
entities meeting the foregoing requirements.
Certain states in which the Company may qualify its Shares for sale
may establish suitability standards and minimum purchase requirements more
restrictive than those set by the Company. Those requirements, if any, will
be set forth in a supplement to this Memorandum.
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SUMMARY OF THE OFFERING
The following material is intended to summarize information contained
elsewhere in this Memorandum. This summary is qualified in its entirety by
express reference to the Memorandum and the exhibits referred to therein.
Each prospective investor is urged to read this Memorandum in its entirety.
THE COMPANY
Tampa Bay Corporation ("Company") was incorporated under the laws of
the State of Nevada on March 18, 1987. The Company is a holding company for
acquired companies.
On October 4, 1995, the Company incorporated Tampa Sun, Inc., a Nevada
corporation, as a wholly owned subsidiary, for the purpose of producing,
marketing and distributing CD-ROM programs.
On October 31, 1995, the Company entered into a Purchase Agreement
whereby the Company agreed to purchase the exclusive world wide marketing
rights for certain health and nutritional products, as well as
environmentally friendly disinfectant products. The Company issued 800,000
Shares of the Company's common stock in this transaction. The Company
incorporated two wholly owned subsidiaries for the express purpose of
managing the aforementioned products. Lifeline, Inc., a Nevada corporation,
was incorporated on October 6, 1995 and Axion Corporation, a Nevada
corporation, was incorporated on January 2, 1996.
Also, on October 31, 1995, the Board of Directors resolved to issue
5,000 Shares of the Company's Common Stock, per year, for each Director, as
compensation for services rendered for the Company.
On November 8, 1995, the Company filed a Form D, Notice of Sale of
Securities Pursuant to Regulation D, Section 4(60), and/or Uniform Limited
Offering Exemption with the Securities and Exchange Commission, to raise up
to $200,000 by issuing up to 4,000,000 shares of common stock at $0.05 per
share.
On November 29, 1995, the Company amended its Articles of
Incorporation to authorize 50,000,000 shares of $0.001 par value common
stock and 5,000,000 shares of $0.25 par value preferred stock.
On December 4, 1995, the Company entered in to an Agreement and Plan
of Reorganization with Sun Broadcasting Systems, Inc., and its sole
shareholder, Greg McDonald. The Company issued 2,000,000 Shares of its
Common Stock, along with future cash payments of $ 1,700,000 in exchange
for 100% of the stock of Sun Broadcasting Systems, Inc. See-"The Company".
THE OFFERING
Shares Offered 1,700,000
--------------
Offering Price $ 1.00 Per Shares
--------------
Common Stock Now Outstanding 8,907,100
----------------------------
Common Stock Options Pending -0-
----------------------------
Common Stock to be Outstanding After the Offering
-------------------------------------------------
MINIMUM OFFERING: 8,907,100
MAXIMUM OFFERING: 10,607,100
Estimated Net Proceeds of the Offering
--------------------------------------
MINIMUM OFFERING: $ -0-
MAXIMUM OFFERING: $ 1,700,000
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USE OF PROCEEDS
The Company plans to use the proceeds from this Offering to satisfy
the $1,500,000 Note Payable which is outstanding as per the Agreement and
Plan of Reorganization,; whereas, the Company acquired 100% of the stock of
Sun Broadcasting Systems, Inc. In addition, the Company will cover overhead
costs of approximately $50,000 per montSh for four months, or $200,000. See
- --"ESTIMATED USE OF PROCEEDS."
NEED FOR ADDITIONAL CAPITAL AND CAPITAL FORMATION PLAN
Even if all or substantially all of the Shares offered hereunder are
sold, the Company may be dependent upon, among other things, the receipt of
additional capital. The Company plans to seek the additional financing it
will require through the sale of additional debt or equity securities,
through venture capital or through strategic partnerships. There is no
assurance that such additional financing will be available when required in
order to proceed with the business plan and complete preparations to
commence operations. See "RISK FACTORS - Dependence Upon Offering Proceeds
and Need for Additional Capital."
RISK FACTORS
Investment in the Common Stock involves a high degree of risk.
Potential investors should carefully consider the information under the
caption, "RISK FACTORS."
SUMMARY BALANCE SHEET DATA
December 31, 1995 Adjusted (2)
---------------- ------------
(Unaudited)
Total assets (1) $4,167,423 $5,867,423
Total liabilities (1) 1,826,274 1,826,274
Shareholders' equity 2,341,149 4,041,149
____________________
(1) The assets and liabilities are detailed in the Financial Statements.
(2) As adjusted to give effect to the receipt and initial application of
the net proceeds of the sale of all 1,700,000 Shares offered by this
Memorandum in the amount of $1,700,000.
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THE COMPANY
Tampa Bay Corporation ("Company") was incorporated under the laws of
the State of Nevada on March 18, 1987. The Company is a holding company for
acquired companies. Currently, the Company has four subsidiaries: Tampa
Sun, Inc., Sun Broadcasting Systems, Inc., Lifeline, Inc. and Axion
Corporation. The Company maintains its executive offices at 2519 E. Thomas
Road, Suite C, in Phoenix, AZ 85016.
On October 4, 1995, the Company incorporated Tampa Sun, Inc., (Tampa
Sun) a Nevada corporation, as a wholly owned subsidiary, for the purpose of
producing, marketing and distributing CD-ROM programs. Tampa Sun was formed
to take advantage of selected "niche" segments of the CD-ROM publishing
industry, in an encyclopedia format. Featuring, the complete histories of
such musical legends as Roy Orbison, Ricky Nelson, Church Berry and Fats
Domino. This unique CD can be played on any CD player or CD-ROM drive found
on most computers. These interactive histories will encompass al aspects of
the featured performers lives. Video clips from concerts, photos, snapshots
and other memorabilia may also be included. The CD-ROM industry is
experiencing a rising demand for its products. Not only in computer
hardware and software retail outlets, but in national chain bookstores,
also. Tampa Sun maintains its offices at Sun Broadcasting Systems, Inc.'s
Studios in Palm Springs, California.
Lifeline, Inc. (Lifeline) was incorporated under the laws of the State
of Nevada on November 6, 199, as a wholly owned subsidiary of the Company.
Lifeline was formed for the purpose of marketing and distributing the
SlimDown 2000 Dietary Supplement Line. The SlimDown 2000 Line is a
naturally derived nutritional supplement, designed to lower fat,
cholesterol and triglyceride, by bonding them together in the intestines,
thereby preventing them from being absorbed in to the blood stream.
Axion Corporation (Axion) was incorporated under the laws of the State
of Nevada on January 2, 1996, as a wholly owned she purpose of marketing
and distributing environmentally friendly disinfectant products.
The Company acquired Sun Broadcasting Systems, Inc. ("Sun") on
December 4,1 995. Sun is a multi-dimensional audio and video production
facility located in the City of Palm Springs, California. The facility
houses a production-ready sound stage, a 24-track digital recording studio
and fully-equipped video editing bays for both on-and off-line analog and
digital editing.
From inception, Sun has served as a physical base for a broad range of
audio and video production activities ranging from the recording and mixing
of both studio-generated and "live performance" master sound recordings
embodying the performances of well-known popular recording artists; to the
production of standard length radio and television commercials, long-form
broadcast advertisements known as so-called ainfomericals", television
specials and continuing series for the global terrestrial, cable, satellite
television and home video markets.
It is Sun's objective to utilize its studio and facilities as a
catalyst to continue to create further and additional audio, video and
electronically interactive products which it may own, co-own or otherwise
control for the purpose of thereafter commercially exploiting the same and
all of the ancillary and allied rights therein throughout the broadest
possible territory, for the longest possible period of time and on the most
economical basis in order to create revenue streams resultant of the
original production.
Sun's management has been in the business of creating, developing or
otherwise acquiring rights to audio and video properties and thereafter
either directly or indirectly exploiting them in a wide array of media, in
major and minor geographic territories around the world. In addition to
manufacturing or causing to be manufactured traditional audio and video
matrices such as music cassettes, compact discs, video cassettes and video
discs, Sun's management believes that the Company can best enhance its
market share, revenues and profitability by exploiting the entertainment
properties it is able to own and/or control by making them available
directly or indirectly to consumers via emerging technologies such as the
Internet and so-called interactive electronic publishing services as the
same become established means of mass consumption in both established and
emerging global markets. Sun believes that as new and more efficient media
are developed to deliver entertainment and information to the consumer, the
expanding library it anticipates establishing will grow in value.
Because Sun has and continues to acquire a wide variety of diverse
entertainment properties, it is not reliant upon any particular property
or type of property geared to any particular market segment or geographical
area. Sun's business is
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not seasonal. Though no business is entirely immune to downturns in the
world, national or local economics, Sun believes that the entertainment
business in general and its business in particular are particularly
well-suited to weathering such inevitable periods of economic slowdown.
Sun is not dependent upon any single customer for the majority of its
business revenues. It utilizes a wide variety of independent distributors
of entertainment software to distribute its products around the world in
the tr,aditional wholesale and direct-to-consumer markets around the world.
The terms of such distribution arrangements are as rule set forth in the
terms of written licensing agreements under which Sun as licensor grants to
the distributor as licensee, certain limited manufacturmg, distribution and
marketing right to products which are derivathe of Suns' master recordings.
Such rights are generally limited by time, territory and the methods of
permitted commercial exploitation to be employed by the
licensee/distributor. By segmenting such rights and markets, Sun is able to
enhance the revenues derived from the Masters and its rights therein.
Sun's facilities are located at 1000 E. Tahquitz Canyon Way in Palm
Springs, California.
RISK FACTORS
Investment in the Company involves a number of risks. In addition to
the risks and investment considerations discussed elsewhere in the
Memorandum, the following factors should be considered prior to purchasing
the Shares offered through this Memorandum:
SUMMARY OF RISKS
GENERAL
The economic success of an investment in the Shares depends, to a
large degree, upon many factors over which the Company has no control.
These factors include general economic, industrial and international
conditions; inflation or deflation; fluctuation in interest rates; the
availability of, and fluctuations in, the money supply, the Company's
competition; and governmental regulations.
SPECULATIVE INVESTMENT
The Shares are a very speculative investment. Although the Company is
confident it will succeed in its endeavors, Investors could lose their
entire investment.
MANAGEMENT AND OPERATION EXPERIENCE
The Company's officers, directors and other personnel have engaged in
a variety of businesses and have been involved in business financing,
operations and marketing, but their experience in these fields in limited.
There is no assurance that such experience will result in the success for
the Company.
OTHER RISKS
No assurance can be given that the Company will be successful in
achieving its stated objectives, that the Company's business, once business
is undertaken by the Company, will generate cash sufficient to operate the
business of the Company or that other parties entering into agreements
relating to the Company's business will meet their respective obligations.
PAID IN CAPITAL HAS FUNDED OPERATIONS
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Much of the operating capital of the company over the past 6 months
has come from cash paid in by principle shareholders. The Company has not
been profitable in the past 6 months nor has it generated sufficient
capital to cover the on-going operating expenses.
DEPENDENCE UPON OFFERING PROCEEDS AND NEED FOR ADDITIONAL CAPITAL
There is no assurance that such additional financing will be available
when required in order to proceed with the business plan or that the
Company's ability to respond to competition or changes in the market place.
If the Company is unsuccessful in securing the additional capital needed to
continue operations within the time required, the Company will not be in a
position to continue operations and the purchasers of Shares in this
offering may lose their entire investment.
IMMEDIATE AND SUBSTANTIAL DILUTION
The purchasers of the Shares being offered hereby will furnish a
substantial portion of the Company's initial capital. Therefore the capital
invested by the purchasers of the Shares will be at risk immediately in the
business of the Company. Even if all Shares offered hereunder are sold, the
investors in the Shares should assume that the shares of Common Stock will
have only a nominal book value. See "DILUTION."
LIMITED TRANSFERABILITY AND LIQUIDITY
In order to satisfy the requirements of the exemptions from
registration under the Securities Act and the various applicable state
securities laws, each subscriber must acquire his Common Stock for
investment purposes only and not with a view to distribution or resale.
Consequently, certain conditions of such federal and state securities laws
must be satisfied prior to any disposition of the securities. Some of these
conditions may include a minimum holding period, availability of certain
reports, including financial statements, from the Company, limitation on
the percentage of the securities sold and the manner in which tfer or other
disposition unless it receives an opinion of counsel provided at the
shareholder's expense, in a form satisfactory to the Company, stating that
the proposed sale, transfer or other disposition will not result in a
violation of the applicable federal and state securities laws and
regulations or other applicable federal and state laws and regulations. It
is unlikely that Rule 144, which permits sales of unregistered securities
under certain conditions, will be available to the shareholders of the
Company. No public market exists for the Common Stock, and no assurances
can be given that such a market for the resale of such securities will
develop. Consequently, owners of the securities may have to hold them
indefinitely and may not be able to liquidate their investment in the
Company or pledge such securities as collateral for a loan in the event of
an emergency.
DIVIDENDS
The Company's Board of Directors presently intends to cause the
Company to follow a policy of retaining earnings, if any, for the purpose
of increasing the net worth and resenes of the Company. Therefore, there
can be no assurance that any holder of Common Stock will receive any cash,
stock or other dividends on his shares of Common Stock. Future dividends on
Common Stock, if any, will depend on future earnings, financing
requirements and other factors.
ARBITRARY DETERMINATION OF OFFERING PRICE
The offering price of the Common Stock was arbitrarily set by the
Company. No independent investment banking firm was retained to assist in
determining the offering price. No market exists for the Common Stock of
the Company and there can be no assurance that a trading market will
develop for the Common Stock in the future. The offering price of the
Common Stock may not bear any relation to the actual value of the Common
Stock. Among the factors considered in determining the price were estimates
of the prospects of the Company, the background and capital contributions
of Management and currentd the data processing industry. There is, however,
no relationship between the offering price of the Common Stock and the
Company's assets, earnings, book value or any other objective criteria of
value. See "PLAN OF PLACEMENT."
10
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<PAGE>
ADDITIONAL SECURITIES AVAILABLE FOR ISSUANCE
The Company's Certificate of Incorporation, as amended on November 29,
1995, authorizes the issuance of 50,000,000 shares of Common Stock, and
5,000,000 shares of Preferred Stock. At this time, 8,907,100 shares of
Common Stock have been issued. Accordingly, shareholders, including those
purchasing the shares offered with the sale of these Shares, will be
dependent upon the judgment of management in connection with the future
issuance and sale of shares of the Company's capital stock, in the event
purchasers can be found for such securities.
DILUTION
As of December 31, 1996, the Company had issued 8,907,100 shares of
Common Stock and the net tangible book value per share of the Common Stock
(the Company's net tangible assets less its liabilities divided by the
number of shares of Common Stock then outstanding) was $.44 per share of
Common Stock. After giving effect to the receipt of the estimated net
proceeds from the sale of all of the Shares, and assuming that the offering
price of the Shares is $1.00 per Share, the purchasers will have paid a
total of $ 1,700,000 for 1,700,000 shares of Common Stock and the net
tangible book value of the Company's presently outstanding shares will
increase to $.53 per share. The investors will experience a corresponding
dilution of $ .47 per share from the offering price. If a smaller number of
Shares is sold, the dilution to the investors will be greater than that
indicated above as indicated in the table below.
"Dilution" is normally defined as the difference between the offering
price per share of Common Stock and the net tangible book value per share
of Common Stock immediately after the offering. The following table
illustrates the per share dilution to new investors:
Minimum Maximum
Offering Offering
-------- --------
Offering Price per share . . . . . . . . . . . $1.00 $1.00
Net tangible book value per share
before offering. . . . . . . . . . . . . . $ .44 $ .44
Increase in net tangible book value per
share attributable to investors
purchasing in this offering. . . . . . . . $ 0 $ .09
Pro forma net tangible book value per share
after offering . . . . . . . . . . . . . . . . $ .44 $ .53
----- -----
Dilution per share . . . . . . . . . . . . . . $ 0 $ .47
===== =====
ESTIMATED USE OF PROCEEDS
The net proceeds of the sale of all of the Shares will be $ 1,700,000.
The Company plans to use the proceeds from this Offering to satisfy
the $1,700,000 Note Payable which is outstanding as per the Agreement and
Plan of Reorganization; whereas, the Company acquired 100% of the stock of
Sun Broadcasting Systems, Inc.
Item Amount
---- ------
Note Payable - Acquisition of
Sun Broadcasting Systems, Inc. $ 1,500,000
Overhead (4 Months at $50,000 per month) 200,000
-----------
$ 1,700,000
Even if all the Shares offered hereunder are sold, the Company may
require additional capital in order to fund continued development
activities and capital expenditures that must be made. The Company's
business plan is based on the premise that additional funding will be
obtained through funds generated from operations, the exercising of the
warrants by shareholders, additional offerings of its securities, or other
arrangements. There can be no assurances that any securities offerings will
take place in the future, or that funds sufficient to meet any of the
foregoing needs or plans will be raised from operations or any other
source.
11
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<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Name Position
---- --------
William Brin President & Director
Randall Howard Interim Secretary & Director
Lawrence Olson Director
Jeffrey Taylor Director
EXECUTIVE COMPENSATION
At the present time no Officer or Director receives any compensation
for their services. However, The Board of Directors passed a resolution on
October 31, 1995; whereby, the Company issue 5,000 Shares of the Company's
Common Stock, per year, for each Director, as compensation for services
rendered for the Company.
EMPLOYMENT AND CONSULTING AGREEMENTS
At the present time there are no Employment or Consulting Agreements
under negotiation.
STOCK OPTIONS
Management intends to propose that the Board of Directors and
Stockholders of the Company adopt an Incentive Stock Option Plan (the
"Plan") to govern options which may be granted to employees of the Company.
Shares covered by the Plan will not exceed 10% of the outstanding capital
stock of the Company. The Plan would be administered by a compensation
committee of the Company's Board of Directors.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of the date of this Memorandum the
amount of the Company's Common Stock beneficially owned by each officer and
director of the Company and by each person owning more than five percent of
any class of the Company's voting securities. As of the date of the
Memorandum, there are no other equity securities of the Company
outstanding, other than the Common Stock.
Before Offering After Offering
Number Percent Number Percent
Name of Shares of Class Of Shares of Class
- ---- --------- -------- --------- ---------
Equity Investors, Inc. 675,000 8% 675,000 7%
NOIR Intertrade 763,000 9% 763,000 8%
Wilco 425,000 5% 425,000 5%
Greg McDonald 2,000,000 23% 2,000,000 19%
William Brin 50,000 .6% 50,000 .5%
Lawrence Olson 300,000 4% 300,000 3%
12
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<PAGE>
DESCRIPTION OF COMMON STOCK
COMMON STOCK
Holders of the Common Stock are entitled to one vote for each share
held by them of record on the books of the Company in all matters to be
voted on by the stockholders. Holders of Common Stock are entitled to
receive such dividends as may be declared from time to time by the Board of
Directors out of funds legally available, and in the event of liquidation,
dissolution or winding up of the Company, to share ratably in all assets
remaining after payment of liabilities. Declaration of dividends on Common
Stock is subject to the discretion of the Board of Directors and will
depend upon a number of factors, including the future earnings, capital
requirements and financial condition of the Company. The Company has not
declared dividends on its Common Stock in the past and the management
currently anticipates that retained earnings, if any, in the future will be
applied to the expansion and development of the Company rather than the
payment of dividends.
The holders of Common Stock have no preemptive or conversion rights and
are not subject to further calls or assessments by the Company. There are
no redemption or sinking fund provisions applicable to the Common Stock.
The Common Stock currently outstanding is, and the Common Stock offered by
the Company hereby will, when issued, be validly issued, fully paid and
nonassessable.
WARRANTS
There are no warrants outstanding at this time.
LIMITATION OF DIRECTORS' LIABILITY
The Company's Certificate of Incorporation eliminates, subject to
certain exceptions, the personal liability of directors to the Company or
its stockholders from monetary damages for breaches of fiduciary duty by
such directors. The Certificate of Incorporation does not provide for the
elimination of or any limitation on the personal liability of directors for
(i) any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconductrate distributions, or (iv) any transaction from
which such director derives an improper personal benefit. This provision of
the Certificate of Incorporation will limit the remedies available to a
stockholder who is dissatisfied with a decision of the Board of Directors
protected by this provision; such stockholders' only remedy may be to bring
a suit to prevent the action of the Board. This remedy may not be effective
in many situations because stockholders are often unaware of a transaction
or event prior to Board action in respect of such transaction or event. In
these cases, the stockholders and the Company could be injured by a Board's
decision and have no effective remedy.
SECURITIES RESTRICTIONS
Purchasers of the Shares of Common Stock offered hereby must be aware
of the long-term nature of their investment and be able to bear the
economic risk of their investment for an indefinite period of time. There
is no public trading market for the shares of Common Stock and there can be
no assurance that any such market will develop in the foreseeable future.
The Shares of Common Stock have not been registered under the Securities
Act or the securities laws of any state. The right of any purchaser to
sell, transfer, pledge or otherwise dispose of such securities is limited
by the Securities Act and state securities laws and the regulations
promulgated thereunder. The Company's stock transfer records will reflect
"stop transfer" restrictions with respect to its Common Stock and the
certificates representing such securities will bear the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY APPLICABLE STATE SECURITIES LAWS, AND THEY MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
13
E-226
<PAGE>
ANTIDILUTION PROVISION
The conversion price from time to time in effect shall be subject to
adjustment from time to time as follows:
(1) In case the corporation shall at any time subdivide the outstanding
shares of common stock, or shall issue a stock dividend on its outstanding
common stock, the conversion price in effect immediately prior to such
subdivision or the issuance of such dividend shall be proportionately
decreased, and in case the corporation shall at any time combine the
outstanding shares of common stock, the conversion price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of such subdivision,
dividend or combination, as the case may be.
(2) The conversion price will be adjusted for dividends or
distributions on common stock payable in company stock; subdivisions,
combinations or certain reclassifications of common stock; distributions to
all holders of common stock of certain rights to purchase common stock at
less than current market price at the time; distributions to such holders
of assets or debt securities of the Company or certain rights to purchase
securities of the Company (excluding cash dividends or distributions from
current or retained earnings). However, no adjustment need be made if
security holders may participate in the transaction or in certain other
cases.
DIVIDEND POLICY
The Company's Board of Directors presently intends to cause the Company
to follow a policy of retaining earnings, if any, for the purpose of
increasing the net worth and reserves of the Company. Therefore, there can
be no assurance that any holder of Common Stock will receive any cash,
stock or other dividends on his shares of Common Stock. To date, the
Company has neither declared nor paid any dividends on its Common Stock nor
does the Company anticipate that dividends will be paid in the foreseeable
future. Rather, the Company intends to apply earnings to the expansion and
development of its business.
TERMS OF THE OFFERING
PLAN OF PLACEMENT
The Shares are offered directly by the Company in accordance with the
terms and conditions set forth in this Memorandum. The Company offers the
Shares on a "best efforts, all-or-none" basis with respect to the Minimum
Offering and on a "best efforts" basis with respect to the remaining Shares
offered, which means that no person or participating dealer is obligated to
purchase any Shares. The Company will use its best efforts to sell the
Shares to investors. There can be no assurance that all or any of the
Shares offered hereunder will be sold.
The Company may, in its discretion, accept subscriptions for Shares
received through broker-dealers that are members of the National
Association of Securities Dealers, Inc. ("NASD") and will, in connection
with such sales, pay a commission of 10% of the price of each Shares sold,
provided not less than the Minimum Offering is sold in the offering.
LITIGATION
There are no pending legal proceedings to which the Company is a party.
LEGAL MATTERS
Gary R. Blume, Esquire, 11801 Norlh Tatum Boulevard, Suite 108,
Phoenix, Arizona 85028, will pass upon certain matters for the Company.
14
E-227
<PAGE>
ADDITIONAL INFORMATION
In the opinion of the Board of Directors of the Company, this
Memorandum contains a fair presentation of the subjects discussed herein
and does not contain a misstatement of a material fact or fail to state a
material fact necessary to make any statements made herein not misleading.
Persons to whom offers are made will be furnished with such additional
information concerning the Company and other matters discussed herein as
they, or their purchaser representative or other advisors, may reasonably
request. The Company shall, to the extent such information is available or
can be acquired without unreasonable effort or expense, endeavor to provide
the information to such persons. All offerees are urged to make such
personal investigations, inspections or inquiries as they deem appropriate.
15
E-228
<PAGE>
ADDENDUM
SEPTEMBER 20, 1996
This Addendum should be attached and made a part of the Private
Placement Memorandum dated January 15, 1996.
<PAGE>
TAMPA BAY CORPORATION
These changes are to be made a part of the Private Placement Memorandum
dated January 15, 1996.
SUMMARY BALANCE SHEET DATA
(Refer to Page 7)
December 31, 1995 Adjusted (2)
----------------- ------------
(Unaudited)
Total Assets (1) $4,167,423 $5,867,423
Total Liabilities (2) 1,826,274 326,274
Shareholders' Equity 2,341,149 5,541,149
(1) The assets and liabilities are detailed in the Financial Statements.
(2) As adjusted to give effect to the receipt and initial application of
the net proceeds of the sale of all 1,700,000 Shares offered by the
Memorandum in the amount of $1,700,000.
ESTIMATED USE OF PROCEEDS
(Refer to Page 11)
As of this date, the Company has received $350,000 from the sale of
securities offered in the Memorandum. The Use of Proceeds hereafter
clarified related to the remaining $1,350,000 or 1,350,000 Shares,
providing the remaining 1,350,000 Shares offered in the Memorandum are
sold.
Item Amount
---- ------
Commissions (15%) $ 255,000
Reality Entertainment, Subsidiary 850,000
Working Capital 245,000
----------
$1,350,000
Even if all the Shares offered hereunder are sold, the Company may
require additional capital in order to fund continued development
activities and capital expenditures that must be made. The Company's
business plan is based on the premise that all additional funding will be
obtained through funds generated from operation, the exercising of the
warrants by shareholders, additional offerings of its securities, or other
arrangements. There can be no assurances that any securities offerings
will take place in the future, or that funds sufficient to meet any of the
foregoing needs or plans will be raised from operations or any other
source.
<PAGE>
MANAGEMENT
(Refer to Page 12)
DIRECTORS AND EXECUTIVE OFFICERS
Name Position Term
- ---- -------- ----
Russ Regan C.E.O. & Chairman of the Board 5/96
George Jouflas President & Director 5/96
Morton Downey, Jr. Director 3/96
Andrew Croson Secretary/Treasurer & Director 3/96
Jeffrey Taylor Vice President & Director 9/95
Michael Simmons Director 5/96
John Hyde Director 6/96
Gray Frederickson Director 6/96
PRINCIPAL SHAREHOLDERS
(Refer to Page 12)
The following table sets forth as of this date the amount of the
Company's Common Stock beneficially owned by each officer and director of
the Company and by each person owning more than five percent of any class
of the Company's voting securities. As of this date, there are 10,000
Shares of Preferred Stock outstanding. These Preferred Shares are owned by
Equity Investors, Inc. The following numbers and percentages are based on
the total number of shares currently outstanding. The total number of
shares outstanding as of this date is 10,580,793.
Before Offering After Offering
Number Percent Number Percent
Name of Shares of Class Of Shares of Class
- ---- --------- -------- --------- ---------
Equity Investors 1,236,310 11.7% 1,236,310 10.4%
Greg McDonald 2,000,000 18.9% 2,000,000 16.7%
Russ Regan 460,000 4.3% 460,000 3.9%
(aka Harold Rustigian)
Michael Simmons 510,000 4.8% 510,000 4.3%
George Jouflas 10,000 .1% 10,000 .08%
Doug Swartz 0 0% 0 0%
Gray Frederickson 10,000 .1% 10,000 .08%
John Hyde 10,000 .1% 10,000 .08%
Jeffrey Taylor 10,000 .1% 10,000 .08%
<PAGE>
EXHIBIT K
MEETING MINUTES OF 2/23/96:
TRANSFER OF LIFELINE AND AXION
AND PURCHASE OF REALITY
ENTERTAINMENT
<PAGE>
Minutes of Directors Meeting
Of
Tampa Bay Corporation
_______________________________________________________________________
The continuance of the Board of Directors meeting of Tampa Bay
Corporation that was opened and recessed on the 23rd day of February, 1996
reconvened at 10:00 A.M. on the 14th day of March, 1996 at the new offices
of the Company located at 2519 E. Thomas Road, Suite C, Phoenix, Arizona
85016.
There were present and participating at the meeting, either in person
or telephonically, Mr. Mr. William Brin, Mr. Larry Olson and Mr. Jeffrey
Taylor, all being Directors of the Company. Mr. Randy Howard was absent.
Mr. James Richards and Mr. Andrew Croson were present as invited guests.
The first item of business was concerning the appointment of James
Richards and Andrew Croson as Directors of the Company. It was further
agreed that Mr. Andrew Croson be elected as Secretary/Treasurer of the
Company. Upon motion duly made, seconded and unanimously carried, it was;
RESOLVED, that James Richards and Andrew Croson be appointed as a
Director of Tampa Bay Corporation until the next shareholders meeting.
FURTHER RESOLVED, that Andrew Croson will hold the offices of
Secretary/Treasurer until the next election of officers.
The second item of business was to continue the discussions from the
last meeting whereas Nature's Secret buy Tampa Bay's two wholly owned
subsidiaries, LifeLine and Axion Corporations. After a long discussion, it
was agreed that the company will sell LifeLine and Axion Corporations on
the following terms: Tampa Bay will receive 500,000 shares of its own
unregistered shares that were previously issued for the acquisition of
these corporations. In addition, Tampa Bay will receive 250,000 shares of
unregistered shares of Nature's Secret plus a 2% royalty based on the
wholesale price of the LifeLine and Axion products. Upon motion duly made,
seconded and unanimously carried with all in favor, it was;
RESOLVED, that Tampa Bay sell to Nature's Secret, LifeLine Corporation
and Axion Corporation for in return of 500,000 previously issued Tampa
Bay shares. In addition, Tampa Bay will receive 250,000 unregistered
shares of Nature's Secret and retain a 2% royalty based on the
wholesale price of all LifeLine and Axion Corporation's products.
The next item of business was in regards to the resignation of William
Brin as an officer and director of the Company. Mr. Brin is engaged in
other business matter that may have a conflict, therefore he felt it in the
Company's best interest that he resign as an officer and director of the
Company. Mr. Brin will still be involved indirectly with the Company
through its shareholder relation firm Equity Investors, Inc. After further
discussions, it was agreed to accept Mr. Brin's resignation to be effective
immediately. The Board wants to thank Mr. Brin for his outstanding work
while an officer and director of the Company. Upon motion duly made,
seconded and unanimously carried, it was;
RESOLVED, that the resignation of William Brin as an officer and
director of Tampa Bay Corporation be accepted. Said resignation to be
effective as of this date.
Mr. Brin then left the meeting.
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<PAGE>
The fourth item to be discussed was concerning the opportunity to
acquire Reality Entertainment, a recording and production company involved
in the music industry. Mr. Russ Regan (a.k.a. Harold Rustigian), President
of Reality Entertainment has contracts with groups to record and produce
record albums. After a long and thorough discussion, it was agreed to
acquire Reality Entertainment by issuing 500,000 shares of unregistered
stock, granting a three year option to purchase 500,000 shares, a five year
option to purchase an additional 500,000 shares on the following terms and
conditions:
1. 500,000 shares will be issued to Russ Regan (a.k.a. Harold
Rustigian) and Robert Adams and/or their nominees on closing and when
$1,000,000 is raised for Reality Entertainment by Messrs. Regan and
Adams.
2. A three year option to purchase 500,000 shares at $1.00 per share
when pre-tax revenues received by Reality Entertainment reach
$5,000,000.
3. A five year option to purchase 500,000 shares at $2.00 per share
when pre-tax revenues received by Reality Entertainment $10,000,000.
Both option times start as of this 14th day of March, 1996.
It was also agreed that Jeffrey Taylor be and hereby is authorized to
sign the purchase agreement on behalf of Tampa Bay Corporation. Upon motion
duly made, seconded and unanimously carried with all in favor; it was,
RESOLVED, that Tampa Bay acquire Reality Entertainment on the
following terms and conditions:
1. 500,000 shares will be issued to Russ Regan (a.k.a. Harold
Rustigian) and Robert Adams and/or their nominees on closing and
when $1,000,000 is raised for Reality Entertainment by Messrs.
Regan and Adams.
2. A three year option to purchase 500,000 shares at $1.00 per
share when pre-tax revenues received by Reality Entertainment
reach $5,000,000.
3. A five year option to purchase 500,000 shares at $2.00 per
share when pre-tax revenues received by Reality Entertainment
$10,000,000.
Both option times start as of this 14th day of March , 1996.
FURTHER RESOLVED, that Jeffrey Taylor be and hereby is authorized to
sign the purchase agreement on behalf of Tampa Bay Corporation.
The next item of business was the appointment of Russ Regan (a.k.a.
Harold Rustigian) as a director of the Company. After a short discussion
and upon motion duly made, seconded and unanimously carried; it was,
RESOLVED, that Russ Regan (a.k.a. Harold Rustigian) be appointed as a
director of Tampa Bay Corporation until the next annual shareholders
meeting.
The sixth item of business was concerning the opportunity to acquire
Studebaker's, an Arizona corporation that is the sole owner of property
located at 10345 N. Scottsdale Road, Scottsdale, Arizona 85253, as a wholly
owned subsidiary of Tampa Bay Corporation. After a long and thorough
discussion, it was agreed that the Company acquire Studebaker's on the
following terms and conditions:
1. Tampa Bay will issue unregistered shares to T.J. Jesky and/or his
nominees. The amount of shares to be issued will be based on the ask
price on the day of closing and the value of a certified M.A.I.
appraisal.
2. Tampa Bay will also issue unregistered shares for the name of
Studebaker's with the amount of shares to be issued based on the ask
price on the day of closing. Tampa Bay will have the rights to the
name of Studebaker's in the State of Arizona which has a value of
$60,000.
E-231
<PAGE>
3. On closing, Tampa Bay and T.J.J., Inc. (T.J.J., Inc. runs the
night club business and holds the liquor license) will finalize a
joint venture agreement outlining the operations of the night club
business.
Upon motion duly made, seconded and unanimously carried with all in
favor, it was;
RESOLVED, that Tampa Bay will issue unregistered shares to T.J. Jesky
and or his nominees. The amount of shares to be issued will be based
on the ask price on the day of closing and the value of a certified
M.A.I. appraisal.
FURTHER RESOLVED, Tampa Bay will also issue unregistered shares for
the name of Studebaker's with the amount of shares to be issued based
on the ask price on the day of closing. Tampa Bay will have the
rights to the name of Studebaker's in the state of Arizona which has
a value of $60,000.
BE IT FURTHER RESOLVED, on closing, Tampa Bay and T.J.J., Inc.
(T.J.J., Inc. runs the night club business and holds the liquor
license) will finalize a joint venture agreement outlining the
operations of the night club business.
The last item of business was concerning the appointment of Morton
Downey, Jr. to the board. After a short discussion it was agreed that
Morton Downey, Jr. be appointed to the board. Upon motion duly made,
seconded and unanimously carried, it was;
RESOLVED, that Morton Downey, Jr. be appointed to the Board of
Directors of Tampa Bay Corporation until the next annual shareholders
meeting.
There being no further business and upon motion duly made, seconded
the meeting was adjourned.
/s/ LARRY OLSON /s/ JEFFREY TAYLOR
- -------------------------- --------------------------
Larry Olson, Director Jeffrey Taylor, Director
/s/ JAMES M. RICHARDS
- -------------------------- --------------------------
Morton Downey, Jr., Director James M. Richards, Director
/s/ ANDREW CROSON
- -------------------------- --------------------------
Russ Regan (a.k.a. Andrew Croson, Director
Harold Rustigan), Director
/s/ WILLIAM BRIN
- --------------------------
William Brin, resigning officer & Director
E-232
<PAGE>
EXHIBIT L
PRIVATE PLACEMENT MEMORANDUM
OF 3/14/96
<PAGE>
TABLE OF CONTENTS TAMPA BAY CORPORATION
SUITABILITY STANDARDS. . . . . . .1 ------------------------------
SUMMARY OF THE OFFERING. . . . . .2
THE COMPANY. . . . . . . . . . . .4 PRIVATE PLACEMENT
BUSINESS . . . . . . . . . . . .4 MEMORANDUM
MANAGEMENT . . . . . . . . . . .6
CAPITALIZATION . . . . . . . . .7 ------------------------------
RISK FACTORS . . . . . . . . . . .8 No broker-dealer or other person
OPERATING RISKS. . . . . . . . .8 has been authorized to give any
INVESTMENT RISKS . . . . . . . 10 information or to make any
TERMS OF THE OFFERING. . . . . . 11 representations other than those
DESCRIPTION OF STOCK . . . . . . 11 contained in this Private Placement
SECURITY OWNERSHIP OF Memorandum, and if given or made, such
CERTAIN BENEFICIAL OWNERS information or representations must
AND MANAGEMENT . . . . . . . . . 12 not be relied upon as having been
APPLICATION OF FUNDS . . . . . . 13 authorized by the Company. This
DILUTION . . . . . . . . . . . . 13 Private Placement Memorandum does not
CONFLICTS OF INTEREST. . . . . . 14 constitute an offer to sell or a
LEGAL PROCEEDINGS. . . . . . . . 15 solicitation of an offer to buy any
SUBSCRIPTION FOR SHARES. . . . . 15 securities in any jurisdiction to any
LIST OF OTHER MATERIAL person to whom it is unlawful to make
DOCUMENTS. . . . . . . . . . . . 16 such offer or solicitation in such
jurisdiction. Neither the delivery
EXHIBITS of this Private Placement Memorandum
nor any sale made hereunder shall
A. Form Subscription Document under any circumstances create any
implication that there has been no
change in the affairs of the Company
since the date hereof.
533,333 SHARES March 14, 1996
E-234
<PAGE>
Offered To: Memorandum No.
----- -----
PRIVATE OFFERING MEMORANDUM
TAMPA BAY CORPORATION
2519 E. Thomas Road, Suite C
Phoenix, AZ 85016
March 14, 1996
Tampa Bay Corporation, a Nevada corporation ("Company"), hereby offers
to certain qualified investors ("Investors") 533,333 shares of its common
stock, par value $0.001 per share (singularly "Share" and collectively
"Shares").
Offering Price: $ 1.50 per Share)
Minimum Investment: $ 5,000.00 ( 3,334 Shares)
Maximum offering: $ 799,999.50 (533,333 Shares
THE PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND
IMMEDIATE SUBSTANTIAL EQUITY VALUE DILUTION. THESE SECURITIES SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.
THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES
REGULATORY AUTHORITY. THESE SECURITIES ARE BEING OFFERED PURSUANT TO
EXEMPTIONS FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED ("1933 Act"), AND FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES LAWS OF THE STATES IN WHICH THE SECURITIES WILL BE OFFERED.
THE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH
REGISTRATION ACT AND APPLICABLE STATE LAW PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SEC, NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS
THE SEC OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE
OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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_______________________________________________________________________
Price to Commissions Proceeds to
Investors (1) Company (2)
_______________________________________________________________________
Per Share $ 1.50 -0- $ 1.50
Minimum Investment $ 5,000.00 -0- $ 5,000.00
Total Maximum $ 799,999.50 -0- $ 799,999.50
_______________________________________________________________________
(1) The Shares are offered for cash only. The offering price per Share
has been arbitrarily established by the Company and bears no relationship
to earnings, book value or other recognized criteria of value.
(2) Amounts indicated do not include legal, accounting, printing,
filing fees and miscellaneous costs, which are estimated not to exceed a
total of $6,000,00. The Company will pay a portion of the costs of this
offering ("Offering") from the proceeds of the Offering.
_______________________________________________________________________
THE DELIVERY OF THIS PRIVATE OFFERING MEMORANDUM SHALL NOT CONSTITUTE
AN OFFER OR SOLICITATION TO ANY PERSON TN ANY JURISDICTION TN WHICH SUCH AN
OFFER OR SOLICITATION IS NOT AUTHORIZED AND SHALL CONSTITUTE AN OFFER ONLY
TO THE PERSON NAMED ABOVE. THIS MEMORANDUM IS PRIVATE, PERSONAL AND
CONFIDENTIAL. THE OFFERED BY THE ACCEPTANCE OF THIS MEMORANDUM, AGREES NOT
TO DELIVER OR DISTRIBUTE THIS MEMORANDUM TO ANY PERSON, FIRM OR ENTITY
OTHER THAN HIS ADVISORS.
_______________________________________________________________________
THE COMPANY WILL MAKE AVAILABLE TO EACH OFFERED. HIS
REPRESENTATIVE(S), OR BOTH, THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE COMPANY OR ANY PERSON ACTING ON ITS BEHALF CONCERNING THE
TERMS AND CONDITIONS OF THIS OFFERING, TO THE EXTENT THE COMPANY POSSESSES
SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.
_______________________________________________________________________
The Shares are offered subject to prior sale and are offered only upon
the conditions specifically set forth in this Memorandum. This offering
will terminate on the earliest of the following events: (i) The election of
the Company, in its sole discretion, to terminate the Offering or to
suspend further issuance of the Shares, (ii) the Company accepts
subscriptions for Shares in the principal amount of $799,999.50, or (iii)
March 14, 1996. In its sole discretion. the Company may elect to terminate
this Offering at any time, even if subscriptions have been received and
accepted.
_______________________________________________________________________
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_______________________________________________________________________
The Shares offered pursuant to this Memorandum are offered to
Investors at a price of $1.50 per Share, with a minimum purchase per
Investor of 3,334 Shares or $5,000. The Company, in its sole discretion,
may accept subscriptions for less than $5,000.
_______________________________________________________________________
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS
MEMORANDUM AS CONSTITUTING LEGAL OR BUSINESS ADVICE. EACH INVESTOR SHOULD
CONSULT HIS PERSONAL LEGAL COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO
LEGAL, FINANCIAL AND RELATED MATTERS CONCERNING THE INVESTMENT DESCRIBED
HEREIN AND THE SUITABILITY OF AN INVESTMENT IN THE SHARES.
_______________________________________________________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS CONCERNING THE COMPANY OR THE SHARES OTHER THAN THOSE
CONTAINED IN THIS MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION
OR REPRESENTATIONS MAY NOT BE RELIED UPON.
_______________________________________________________________________
FOR NEW YORK RESIDENTS ONLY: THIS PRIVATE PLACEMENT OFFERING
MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS
ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
_______________________________________________________________________
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TABLE OF CONTENTS
Page
----
I. SUITABILITY STANDARDS. . . . . . . . . . . . . . . . . . .1
II. SUMMARY OF THE OFFERING. . . . . . . . . . . . . . . . . .2
III. THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . .4
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . .4
PERSONNEL AND MANAGEMENT . . . . . . . . . . . . . . . . .6
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . .7
IV. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . .8
A. OPERATING RISKS. . . . . . . . . . . . . . . . . . . .8
B. INVESTMENT RISKS . . . . . . . . . . . . . . . . . . 10
V. TERMS OF THE OFFERING. . . . . . . . . . . . . . . . . . 11
VI. DESCRIPTION OF STOCK . . . . . . . . . . . . . . . . . . 11
VII. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT. . . . . . . . . . . . . . . . . 12
VIII. APPLICATION OF FUNDS . . . . . . . . . . . . . . . . . . 13
IX. DILUTION . . . . . . . . . . . . . . . . . . . . . . . . 13
X. CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . 14
XI. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . 15
XII. SUBSCRIPTION OF SHARES . . . . . . . . . . . . . . . . . 15
XIII. LIST OF OTHER MATERIAL DOCUMENTS . . . . . . . . . . . . 16
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SUITABILITY STANDARDS
PURPOSE OF THIS DOCUMENT. A primary premises of the federal and state
securities laws is that a prospective investor should make an investment
decision only after he has been advised of all material facts relating to
the investment. including the attendant risks. Thus, while the Company's
intent in preparing this Private Offering Memorandum ("Memorandum) is to
describe an investment in the Company in general terms, particular
attention has been given to a discussion of the risks involved in
purchasing the Shares. Each prospective Investor should consider carefully
all of the matters discussed in this Memorandum.
SUITABILITY OF THE INVESTMENT. A purchase of the Shares involves
significant risks and is suitable for certain Investors only. A prospective
Investor should consult with his own legal counsel, accountant, business
advisor and/or purchaser representative concerning the suitability of a
purchase of the Shares. The Company has adopted minimum suitability
standards limiting the sale of the Shares to (a) natural person (including
Individual Retirement Accounts with beneficial owners) or entities who can
represent that (I) they have a present net worth of at least $200,000, or
are purchasing in a fiduciary capacity for a person or entity having such
net worth; or (ii) they have or expect to have taxable income, as defined
by the applicable Internal Revenue Code ("Code") provisions, in excess of
$50,000 in 1994 and subsequent years, or (b) Keogh plans and other tax
exempt pensions and profit sharing trusts with total assets in excess of
$200,000. These standards represent minimum requirements for prospective
Investors and do not necessarily mean that the Shares are a suitable
investment for any prospective Investor who meets these requirements. A
prospective Investor also may have to meet other suitability standards
established by the state of his residence.
The Shares are being offered pursuant to exemptions from federal
registration contained in Sections 3(b), 4(2) and 4(6) of the 1933 Act, as
amended, and Rule 504 of Regulation D promulgated under the 1933 Act, and
similar statutory exemptions from registration in the states in which this
Offering is being made. To assure compliance with the requirements of these
exemptions, a prospective Investor will be required to furnish certain
information to the Company and to make certain representations and
warranties to the Company as to his net worth, taxable income and ability
to evaluate the merits and risks of a purchase of the Shares. In addition
each prospective Investor will be required to represent that either he. or
he and his purchaser representative together, has the ability to evaluate
the merits and risks of a purchase of the Shares based upon his knowledge
and experience in financial and business matters. Prospective Investors
using a purchaser representative must specifically designate their
purchaser representative in writing.
Each prospective Investor will be required to execute and deliver to
the Company a Subscription Agreement and Investor Suitability Form in the
form attached to this Memorandum as Exhibit "A" (the "Subscription
Document"). The Subscription Document is subject to the approval of, and
acceptance by. the Company. The Company may reject a subscription for any
reason.
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II. SUMMARY OF THE OFFERING.
THIS SUMMARY IS INTENDED ONLY TO GIVE HIGHLIGHTS OF THE MATERIALS
CONTAINED ELSEWHERE IN THIS MEMORANDUM. PROSPECTIVE INVESTORS ARE ADVISED
TO READ THIS ENTIRE PRIVATE OFFERING MEMORANDUM CAREFULLY. ALL INFORMATION
CONTAINED IN THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
FULL TEXT OF THIS MEMORANDUM.
ISSUER. Tampa Bay Corporation, a Nevada corporation (the "Company"),
is the issuer of the Shares. The address of the Company is 2519 E. Thomas
Road, Suite C, in Phoenix, Arizona 85016, telephone: (602)840-0687.
TERMS OF THE OFFERING. The Company is offering up to 533,333 shares of
its common stock, par value $0.001 per share (the "Shares"). The minimum
investment for an Investor is 3,334 Shares, or $5,000. The Company, in its
sole discretion, may accept subscriptions for up to an aggregate of 533,333
Shares, or $799,999.50, until March 14, 1997, or until such earlier date as
the Company determines that this Offering shall be terminated. In its sole
discretion, the Company may elect to terminate this Offering even if
subscriptions for Shares have been received and accepted by the Company.
See "Terms of the Offering" and "Subscription for Shares".
COMPANY'S BUSINESS. Tampa Bay Corporation ("Company") was incorporated
under the laws of the State of Nevada on March 18, 1987. The Company is a
holding company for acquired companies. Currently, the Company has three
subsidiaries: Tampa Sun, Inc., Sun Broadcasting Systems, Inc. and Reality
Entertainment.
On October 4, 1995, the Company incorporated Tampa Sun, Inc., a Nevada
corporation, as a subsidiary, for the purpose of producing, marketing and
distributing CD-ROM programs.
On October 31, 1995, the Company entered into a Purchase Agreement
whereby the Company agreed to purchase the exclusive world wide marketing
rights for certain health and nutritional products, as well as
environmentally friendly disinfectant products. The Company issued 800,000
Shares of the Company's common stock in this transaction. The Company
incorporated two wholly owned subsidiaries for the express purpose of
managing the aforementioned products. Lifeline. Inc., a Nevada corporation,
was incorporated on October 6, 1995 and Arizona Corporation. a Nevada
corporation, was incorporated on January 2, 1996. On March 14, 1996, the
Company sold both Arizona Corporation and Lifeline, Inc. to Nature's Secret
in return for 500,000 shares of Tampa Bay Corporation's stock that Nature's
Secret owned. In addition. the Company received 250,000 shares of Nature's
Secrets Common Stock, plus the Company will receive 2% royalty of the sales
of the Lifeline and Arizona products, based on wholesale prices.
2
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<PAGE>
Also, on October 31, 1995, the Board of Directors resolved to issue
5,000 Shares of the Company's Common Stock, per year, for each Director, as
compensation for services rendered for the Company.
On November 8, 1995, the Company filed a Form D, Notice of Sale of
Securities Pursuant to Regulation D, Section 4(60), and/or Uniform Limited
Offering Exemption with the Securities and Exchange Commission, to raise up
to $200.000 by issuing up to 4,000,000 shares of common stock at $0.05 per
share.
On November 29, 1995, the Company amended its Articles of
Incorporation to authorize 50,000,000 shares of $0.001 par value Common
Stock and 5,000,000 shares of $0.25 par value Preferred Stock.
On December 4, 1995, the Company entered in to an Agreement and Plan
of Reorganization with Sun Broadcasting Systems, Inc., and its sole
shareholder, Greg McDonald. The Company issued 2,000,000 Shares of its
Common Stock, along with future cash payments of $1,500,000 in exchange for
100% of the stock of Sun Broadcasting Systems, Inc.
At a Board of Directors Meeting held on March 14, 1996 the Company
agreed to acquire Reality Entertainment as a wholly owned subsidiary.
Reality Entertainment is an independent record company involved in the rap
and dance music business.
See -- "The Company".
RISK FACTORS. The Offering involves a speculative investment with
substantial risks, including those set forth under the heading entitled
"Risk Factors". Although the Company will use its best efforts to protect
the investments of the Investors, there is no assurance that the Company's
efforts will be successful. Accordingly, a prospective Investor should not
view the Company or its officers, directors, employees or agents as
guarantors of the financial success of an investment in the Shares. See
"Risk Factors".
LIMITED TRANSFERABILITY OF THE SHARES. The Shares have not been
registered under the 1933 Act or the securities laws of any state. However,
the shares of common stock purchased pursuant to this Offering will not be
"restricted" shares. See "Risk Factors", "Terms of the Offering" and
"Subscription for Share".
LIMITATION OF LIABILITY. Except for the amounts paid by Investors for
their purchase of any Shares, and as required by Nevada law, no Investor
will be liable for any debts of the Company or be obligated to contribute
any additional capital or funds to the Company. See "Risk Factors".
SUITABILITY STANDARDS. Each Investor must meet certain eligibility
standards established by the Company for the purchase of the Shares. See
"Suitability Standards - Suitability of the Investment", "Terms of the
Offering" and "Subscription for Shares".
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<PAGE>
USE OF PROCEEDS. The Company plans to distribute the monies obtained
from this Offering in order to facilitate the growth plan outlined by each
of the subsidiaries as well as having available the funds necessary to
acquire new subsidiaries. Additional funding may be necessary in order for
each of the subsidiaries to continue operations.
III. THE COMPANY
BUSINESS
Tampa Bay Corporation ("Company") was incorporated under the laws of
the State of Nevada on March 18, 1987. Since its inception, the Company had
been in the development stage, the Company had been seeking a suitable
merger candidate or possible acquisition, but had earned no revenue, until
December of 1995. Currently, the Company is a holding company for acquired
companies. Currently, the Company has three subsidiaries: Tampa Sun, Inc.,
Sun Broadcasting Systems, Inc. and Reality Entertainment. The Company
maintains its executive offices at 2519 E. Thomas Road, Suite C, in
Phoenix, AZ 85016.
On October 4, 1995, the Company incorporated Tampa Sun, Inc., (Tampa
Sun) a Nevada corporation, as a wholly owned subsidiary, for the purpose of
producing, marketing and distributing CD-ROM programs. Tampa Sun was formed
to take advantage of selected "niche" segments of the CD-ROM publishing
industry, in an encyclopedia format. Featuring, the complete histories of
such musical legends as Roy Orbison, Ricky Nelson, Church Berry and Fats
Domino. This unique CD can be played on any CD player or CD-ROM drive found
on most computers. These interactive histories will encompass al aspects of
the featured performers lives. Video clips from concerts, photos, snapshots
and other memorabilia may also be included. The CD-ROM industry is
experiencing a rising demand for its products. Not only in computer
hardware and software retail outlets, but in national chain bookstores.
also. In December of 1995, at which time Tampa Bay, the parent company,
acquired Sun Broadcasting Systems, Inc. the ownership of Tampa Sun was
restructured. Due to the fact that Equity Investors. Inc. had paid $100,000
to Sun Broadcasting Systems, on behalf of Tampa Sun, Equity Investors
became 66-2/3% owner of Tampa Sun. Currently. Tampa Bay Corporation owns
33-1/3% of the Tampa Sun, which is still a subsidiary of Tampa Bay. Tampa
Sun maintains its offices at Sun Broadcasting Systems, Inc.'s Studios in
Palm Springs, California.
On October 31, 1995, the Company entered into a Purchase Agreement
whereby the Company agreed to purchase the exclusive world wide marketing
rights for certain health and nutritional products, as well as
environmentally friendly disinfectant products. The Company issued 800,000
Shares of the Company's common stock in this transaction. The Company
incorporated two wholly owned subsidiaries for the express purpose of
managing the aforementioned products. Lifeline, Inc., a Nevada corporation,
was incorporated on October 6, 1995 and Arizona Corporation, a Nevada
corporation, was incorporated on January 2, 1996. In March of 1996, the
Company sold each of these Subsidiaries to Nature's Secret. On March 14,
1996, the Company sold both Arizona Corporation and Lifeline. Inc. to
Nature's Secret in return for 500,000 shares of Tampa Bay Corporation's
stock that Nature's Secret owned. ln addition, the Company received 250.000
shares of Nature's Secret's Common Stock, plus the Company will receive 2%
royalty of the sales of the Lifeline and Arizona products, based on
wholesale prices.
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<PAGE>
The Company acquired Sun Broadcasting Systems, Inc. ("Sun") on
December 4, 1995. Sun is a multi-dimensional audio and video production
facility located in the City of Palm Springs, California. The facility
houses a production-ready sound stage, a 24-track digital recording studio
and fully-equipped video editing bays for both on-and off-line analog and
digital editing.
From inception, Sun has served as a physical base for a broad range of
audio and video production activities ranging from the recording and mixing
of both studio-generated and "live performance" master sound recordings
embodying the performances of well-known popular recording artists; to the
production of standard length radio and television commercials, long-form
broadcast advertisements known as so-called "infomercials", television
specials and continuing series for the global terrestrial, cable, satellite
television and home video markets.
Sun's management has been in the business of creating, developing or
otherwise acquiring rights to audio and video properties and thereafter
either directly or indirectly exploiting them in a wide array of media, in
major and minor geographic territories around the world. In addition to
manufacturing or causing to be manufactured traditional audio and video
matrices such as music cassettes, compact discs, video cassettes and video
discs, Sun's management believes that the Company can best enhance its
market shares revenues and profitability by exploiting the entertainment
properties it is able to own and/or control by making them available
directly or indirectly to consumers via emerging technologies such as the
Internet and so-called interactive electronic publishing services as the
same become established means of mass consumption in both established and
emerging global markets. Sun believes that as new and more efficient media
are developed to deliver entertainment and information to the consumer, the
expanding library it anticipates establishing will grow in value. Sun's
facilities are located at 1000 E Tahquitz Canyon Way in Palm Springs,
California.
On March 14, 1996 the Board of Directors resolved to acquire Reality
Entertainment, a Nevada corporation, as a wholly owned subsidiary. Reality
Entertainment is an independent record company involved in the rap and
dance music business. The Company's President, Russ Regan, has enjoyed
years of success in scouting and developing new talent. Reality
Entertainment plans to distribute compilation type products.
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<PAGE>
PERSONNEL AND MANAGEMENT
OFFICERS AND DIRECTORS. The following information sets forth the names
of the officers and directors of the Company, their present position with
the Company and biographic information:
NAME POSITION HELD SINCE
- ---- -------- ----------
Andrew Croson Secretary/Treasurer & Director March 1996
Jeffery Taylor Director September 1995
Randall Howard Director September 1995
Lawrence Olson Director October 1995
James Richards Director March 1996
Russ Regan Director March 1996
Morton Downey, Jr. Director March 1996
MR. ANDREW CROSON has a Bachelors degree in Finance from Monmouth
College. Mr. Croson has owned and managed Tanning Salons and Modeling
Agencies, in South Florida from 1985 until 1992. He has worked as a Loan
Officer with CitiBank in Fort Lauderdale, Florida.
MR. LAWRENCE OLSON received his degree from the School of Engineering
at the University of Southern California. His specialty was Civil
Engineering ranging from International Design to Sewer Treatment
Facilities. Mr. Olson is the President and founder of Olson Precast
Company, Inc. which recently opened its second site in Albuquerque, New
Mexico. Mr. Olson has served on boards ranging from a national Bank to a
public company specializing in computer peripherals.
JAMES M. RICHARDS served as the Purchasing Agent and Customer
Supervisor of Fem-Tek, Inc., a wholly owned subsidiary of InCoMed
Corporation, from 1990 until 1994. His duties included inventory control,
product distribution, and customer relations. Prior to that time Mr.
Richards had been in the oil and gas business since 1982. His duties
involved leasehold acquisitions. He had been responsible for the general
supervision of the drilling and completion of the oil and gas wells.
MR. RANDALL HOWARD was the President of AutoLogic, Inc. from 1992
until 1994. AutoLogic. Inc. marketed anti-theft systems for automobiles. He
has owned and operated several direct sales related businesses over the
years.
MR. JEFFERY TAYLOR is the Owner of Digital Ink, a graphic design firm.
Mr Taylor has been the owner of Digital Ink since 1988. Prior to this
venture he was a licensed Stock Broker working at Toluca Lake Securities in
Toluca Lake. California from 1986 to 1988. In addition, Mr. Taylor worked
at Hamilton Bonner Securities in Denver, Colorado from 1985 until 1896.
MR. RUSS REGAN has over thirty five years of experience in the
entertainment business. His career accomplishments include signing such
music veterans as Elton John, Neil Diamond, Barry White, The Beach Boys and
Olivia Newton-John. He has been the President of 20th Century Fox Records;
Senior Vice President of MCA Records; and, Senior Vice President of
Polygram Records. He was also President of the Creative Division of Madiun
Records. Mr. Regan estimates he has been involved in more than $1 Billion
in record sales with artists worldwide.
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D. CAPITALIZATION
As originally incorporated, the Company was authorized to issue
50,000,000 shares of Common Stock at a par value of $0.001 per share.
On November 29, 1995, the Company amended its Articles of
Incorporation to include a class of Preferred Shares. The Company is
authorized to issue 50,000,000 shares of Common Stock with a $.001 par
value and 5,000,000 shares of Preferred Stock with a par value of $.25.
On December 4, 1990, the Company's shareholders consented to a
one-for-twenty (1:20) share reverse split of the Company's issued and
outstanding common stock.
If all of the shares being offered by the Company pursuant to this
Offering are sold, the Company will have a total of 9,590,433 shares of
common stock issued and outstanding.
The capitalization of the Company as of March 14, 1996, and the
adjusted capitalization of the Company giving effect to the sale of all
533,333 Shares pursuant to this Offering and the application of the
proceeds of the Offering is as follows:
Maximum
Actual As Adjusted
------ -----------
DEBT:
Total Current Liabilities $1,826,274 $1,826,274
STOCKHOLDERS' EQUITY:
Common stock, par value $0.001; 9,057 9,590
authorized shares of 50,000,000;
9,057,100 shares outstanding;
9,590,433 shares outstanding
as adjusted
Paid in Capital 2,355,701 3,149,168
Accumulated Deficit (23,609) (23,609)
Total Stockholders Equity 2,341,149 3,135,149
Total Liabilities
and Stockholders' Equity $4,167,423 $4,961,423
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IV. RISK FACTORS
An investment in the Shares involves a high degree of risk. No
prospective Investor should acquire the Shares unless he can afford a
complete loss of his investment. The risks described below are those which
the Company deems most significant as of the date hereof. Other factors
which may have a material impact on the operations of the Company may not
be foreseen. In addition to the other factors set forth elsewhere in this
Memorandum, prospective Investors should carefully consider the following
specific risk factors:
A. OPERATING RISKS
GENERAL
The economic success of an investment in the Shares depends, to a
large degree, upon many factors over which the Company has no control.
These factors include general economic, industrial and international
conditions; inflation or deflation; fluctuation in interest rates; the
availability of, and fluctuations in, the money supply, the Company's
competition; and governmental regulations.
SPECULATIVE INVESTMENT
The Shares are a very speculative investment. Although the Company is
confident it will succeed in its endeavors, Investors could lose their
entire investment.
MANAGEMENT AND OPERATION EXPERIENCE
The Company's officers, directors and other personnel have engaged in
a variety of businesses and have been involved in business financing,
operations and marketing, but their experience in these fields in limited.
There is no assurance that such experience will result in the success for
the Company.
OTHER RISKS
No assurance can be given that the Company will be successful in
achieving its stated objectives, that the Company's business, once business
is undertaken by the Company, will generate cash sufficient to operate the
business of the Company or that other parties entering into agreements
relating to the Company's business will meet their respective obligations.
PAID IN CAPITAL HAS FUNDED OPERATIONS
Much of the operating capital of the company over the past 6 months
has come from cash paid in by principal shareholders. The Company has not
been profitable in the past 6 months nor has it generated sufficient
capital to cover the on-going operating expenses.
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DEPENDENCE UPON OFFERING PROCEEDS AND NEED FOR ADDITIONAL CAPITAL
There is no assurance that such additional financing will be available
when required in order to proceed with the business plan or that the
Company's ability to respond to competition or changes in the market place.
If the Company is unsuccessful in securing the additional capital needed to
continue operations within the time required, the Company will not be in a
position to continue operations and the purchasers of Shares in this
offering may lose their entire investment.
LIMITED TRANSFERABILITY AND LIQUIDITY
In order to satisfy the requirements of the exemptions from
registration under the Securities Act and the various applicable state
securities laws, each subscriber must acquire his Common Stock for
investment purposes only and not with a view to distribution or resale.
Consequently, certain conditions of such federal and state securities laws
must be satisfied prior to any disposition of the securities. Some of these
conditions may include a minimum holding period, availability of certain
reports, including financial statements, from the Company, limitation on
the percentage of the securities sold and the manner in which the
securities are sold. The Company can prohibit any sale, transfer or other
disposition unless it receives an opinion of counsel provided at the
shareholder's expense, in a form satisfactory to the Company, stating that
the proposed sale, transfer or other disposition will not result in a
violation of the applicable federal and state securities laws and
regulations or other applicable federal and state laws and regulations. It
is unlikely that Rule 144, which permits sales of unregistered securities
under certain conditions, will be available to the shareholders of the
Company. No public market exists for the Common Stock, and no assurances
can be given that such a market for the resale of such securities will
develop. Consequently, owners of the securities may have to hold them
indefinitely and may not be able to liquidate their investment in the
Company or pledge such securities as collateral for a loan in the event of
an emergency.
DIVIDENDS
The Company's Board of Directors presently intends to cause the
Company to follow a policy of retaining earnings, if any, for the purpose
of increasing the net worth and reserves of the Company. Therefore, there
can be no assurance that any holder of Common Stock will receive any cash,
stock or other dividends on his shares of Common Stock. Future dividends on
Common Stock, if any, will depend on future earnings,~financing
requirements and other factors.
ARBITRARY DETERMINATION OF OFFERING PRICE
The offering price of the Common Stock was arbitrarily set by the
Company. No independent investment banking firm was retained to assist in
determining the offering price. No market exists for the Common Stock of
the Company and there can be no assurance that a trading market will
develop for the Common Stock in the future. The offering price of the
Common Stock may not bear any relation to the actual value of the Common
Stock. Among the factors considered in determining the price were estimates
of the prospects of the Company, the background and capital contributions
of Management and current conditions in the securities markets and the data
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processing industry. There is, however, no relationship between the
offering price of the Common Stock and the Company's assets, earnings, book
value or any other objective criteria of value.
ADDITIONAL SECURITIES AVAILABLE FOR ISSUANCE
The Company's Certificate of Incorporation, as amended on November 29,
1995, authorizes the issuance of 50,000,000 shares of Common Stock, and
5,000,000 shares of Preferred Stock. At this time, 9,057,100 shares of
Common Stock and 40,000 shares of Preferred Stock have been authorized but
not issued. Accordingly, shareholders, including those purchasing the
shares offered with the sale of these Shares, will be dependent upon the
judgment of management in connection with the future issuance and sale of
shares of the Company's capital stock, in the event purchasers can be found
for such securities.
B. INVESTMENT RISKS
SPECULATIVE INVESTMENT. The Shares are a very speculative investment.
Although the Company is confident it will succeed in its endeavors,
Investors could lose their entire investment.
RESTRICTION OF TRANSFERABILITY. While the Company believes that no
restriction exists for the transfer of the Shares being offered by the
Company, an investment in the Shares may be a long-term investment.
Investors who do not wish or who are not financially able to hold the
Shares for a substantial period of time are advised against purchasing
Shares. The Shares are not registered under the 1933 Act or under the
securities laws of any state, but are being offered by the Company under
the exemption from registration provided by Rule 504 under Regulation D and
related state and foreign exceptions.
DILUTION FOR INVESTORS. The Offering involves an immediate dilution in
the book value per share of common stock from the Offering price. The book
value per share after the Offering, if all 533,333 Shares are sold will be
$.30 per share, which is an immediate dilution of $1.20 per share of the
purchase price of $1.50 per share. See "Dilution".
"BEST EFFORTS" OFFERING. The Shares are being offered on a "best
efforts" basis by the Company. No person or entity is committed to
purchase or take down any of the Shares offered pursuant to this Offering.
MANAGEMENT AND OPERATION EXPERIENCE. The Company's officers. directors
and other personnel have engaged in a variety of businesses and have been
involved in business financing, operations and marketing but their
experience in these fields in limited. There is no assurance that such
experience will result in the success for the Company.
10
E-248
<PAGE>
OTHER RISKS. No assurance can be given that the Company will be
successful in achieving its stated objectives, that the Company's business,
once business is undertaken by the Company, will generate cash sufficient
to operate the business of the Company or that other parties entering into
agreements relating to the Company's business will meet their respective
obligations.
V. TERMS OF THE OFFERING
The Company is offering to qualified investors a maximum of 533,333
Share at a purchase price of $ 1.50 per Share of the Company's common
stock. The Company may, in its sole discretion, terminate the Offering at
any time. The Offering will close on the earliest of March 14, 1996 or the
election of the Company when all of the Share are sold.
The minimum subscription is $5,000 (3,334 Shares) per Investor,
although the Company, in its sole discretion, may accept subscriptions for
lesser amounts.
The Shares are being offered and sold by the Company under the
exemption from registration contained in Rule 504 under Regulation D and
related exemptions from state registration requirements. Rule 504 permits
the Company to offer and sell its stock in an amount no exceeding $
1,000,000 to an unlimited number of persons. Until 1992, Rule 504(b)(2)(ii)
imposed a limited disclosure obligation of all issuers such as the Company
which was intended to ensure that investors in a Rule 504 transaction were
clearly advised of the restricted character of the securities being offered
for sale. This requirement was eliminated in July, 1992 at which time the
Securities and Exchange Commission adopted an amendment to Rule 504 that
eliminated all limitations on the manner of offering of stock under that
rule and/or the resale of stock purchased in reliance on that rule.
Therefore, following adoption of the 1992 amendment, the securities being
offered and sold by the Company pursuant to the present Offering are
available for immediate resale by nonaffiliates of the issuer.
The Shares are being offered on a "best efforts" basis by the Company
and certain expenses of the Offering will be paid from the proceeds of the
Offering. The Company anticipates that such expenses will not exceed
$6,000.
VI. DESCRIPTION OF STOCK
The following discussion describes the stock and other securities of
the Company.
GENERAL. The Company currently has 50,000,000 authorized Common
Shares, par value $0.001 per share, of which 9,057,100 Common Shares were
issued and outstanding as of March 14, 1996., and 5,000,000 authorized
Preferred Shares, par value $.25, of which 40,000 were authorized but not
issued as of March 14, 1996. All of the outstanding Common Shares of the
Company are fully paid for and nonassessable.
VOTING RIGHTS. Each share of the 9,057,100 shares of the Company's
common stock held by its current shareholders is entitled to one vote at
shareholders meetings.
11
E-249
<PAGE>
DIVIDENDS. The Company has never paid a dividend and does not
anticipate doing so in the near future.
OPTIONS. The Company currently has no options outstanding in relation
to its common stock.
MISCELLANEOUS RIGHTS AND PROVISIONS. Shares of the Company's common
stock have no preemptive rights. The Shares do not have any conversion
rights, no redemption or sinking fund provisions, and are not liable to
further call or assessment. The Shares when paid for by Investors, will be
fully paid and nonassessable. Each share of the Company's common shares is
entitled to share ratably in any asset available for distribution to
holders of equity securities upon the liquidation of the Company.
VII. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of the date of this
Memorandum concerning shares of the Company's common stock beneficially
owned, or to be beneficially owned, by all Officers and Directors,
individually and as a group, and by each stockholder known by the Company
to be the beneficial owner of outstanding common stock prior to and after
this Offering.
<TABLE>
<CAPTION>
Common Percentage Common Percentage
Shares of Common Shares of Common
Beneficially Stock Beneficially Stock
Owned Before Owned After After
Stockholder Before Offering Offering Offering(1) Offering
- ----------- --------------- -------- ----------- --------
<S> <C> <C> <C> <C>
Greg McDonald 2,000,000 22.1 2,000,000 20.9
Equity Investors, Inc. 826,000 9.2 826,000 8.7
NOIR Intertrade 700,000 7.8 700,000 7.3
Lawrence Olson 300,000 3.4 300,000 3.2
Placement Shares 0 0 533,333 5.6
____________________________________________________________________________
Total 3,826,000 42.5 4,359,333 45.7
</TABLE>
( 1 ) Assumes the maximum number of Shares are sold and converted
12
E-250
<PAGE>
VII. APPLICATION OF FUNDS
The Company will incur expenses in connection with the Offering in an
amount anticipated not to exceed $6,000.00 for legal fees, accounting fees,
filing fees, printing costs and other expenses. If the maximum number of
Shares are sold, the Company anticipates that the net proceeds to it from
the Offering will be as follows:
Maximum
Item Shares Sold
---- -----------
Gross Proceeds of Offering $799,999.50
LESS: Costs of Offering $ 6,000.00
TOTAL PROCEEDS RECEIVED: $793,999.50
NET FUNDS AVAILABLE TO COMPANY
The Company estimates that the costs of the Offering will be as
follows: (i) legal fees of approximately $5,000, (ii) accounting fees of
approximately $700, (iii) filing fees of approximately $ 150, and (iv)
printing and other miscellaneous costs of approximately $ 150.
The Company may need addition amounts of capital before it can realize
commercial sales of any product. These monies will have to come from
borrowing or the future sale of the Company's common stock.
IX. DILUTION
As of March 14, 1996, the officers, directors, organizers and present
shareholders of the Company owned a total of 9,057,100 shares of the
Company's common stock. These shares of common stock had a total net
tangible book value at March 14, 1996 of $.23 per share. Net tangible book
value per share represents the amount of total tangible assets of the
Company less its total liabilities divided by the number of shares of
common stock outstanding, plus the number of shares of common stock subject
to outstanding options. After giving effect to the sale of all 533,333
Shares offered pursuant to this Offering, at a purchase price of $1.50 per
Share (less anticipated offering expenses of up to $6,000) the unaudited
pro forma net tangible book value of the Company at such date would have
been $2,840,149, or $.30 per share. These amounts represent an anticipated
immediate increase in value per share for the present shareholders of the
Company's common stock, but no immediate anticipated dilution per share for
the purchasers of the Shares pursuant to the Offering.
13
E-251
<PAGE>
The following table illustrates the anticipated per share dilution to
Investors after giving effect to the sale of Shares offered pursuant to the
Offering.
MAXIMUM
OFFERING
--------
Shares to be outstanding
upon completion of Offering 9,590,433
Net tangible book value
prior to Offering (per share) $ .23
Net tangible book value
after Offering (per share) $ .30
Offering Price (per share) $1.50
Dilution to Investors (per share) $1.20
Gain to present shareholders
(per share) $ .07
X. CONFLICTS OF INTEREST
The Company is subject to various conflicts of interest arising out of
its relationships with its officers and directors. Because the Company will
be operated by its officers and directors, these conflicts will not be
resolved through arms-length negotiations, but through the exercise of such
officers' and directors' judgment, consistent with their fiduciary
responsibility to the Investors and the Company's investment objectives and
policies. These potential conflicts include, among others, those listed
below.
GENERAL COMPETITION. The Company's officers and directors engage, for
their own account, or for the account of others, in business activities
other than those of the Company. Neither the Company nor any shareholder of
the Company will be entitled to any interest in such business activities.
The officers and directors will owe a fiduciary and legal responsibility to
the Company and may also owe similar obligations to other corporation~
partnerships or investor groups. As a result, there may be conflicting
demands on the time and efforts of the officers and directors. While these
conflicts cannot be eliminated, the officers and directors believe such
conflicts will not materially affect their obligation to act in the best
interests of the Investors or the Company.
14
E-252
<PAGE>
LACK OF SEPARATE REPRESENTATION. The Company, its shareholders,
affiliates and the Investors are not represented by separate counsel and it
is not anticipated that they will be represented by separate counsel in the
future.
COUNSEL. Jeffery Bradpiece, Esq. of Torrence, California, serves as
legal counsel to the Company and may, from time to time, serve in such
capacity to the Company's affiliates. Mr. Bradpiece may act as counsel to
other corporation or entities organized by the officers and directors of
the Company.
BENEFITS TO CURRENT SHAREHOLDERS. The current shareholders will
receive an immediate increase in the value of the common stock of the
Company they currently hold as a result of the purchase of the Shares by
Investors pursuant to this offering. See "Dilution".
XI. LEGAL PROCEEDINGS
The Company is aware of no legal proceedings that may have material
impact on its business at this time.
XII. SUBSCRIPTION FOR SHARES
To subscribe for the Shares offered hereby, an Investor must complete
and sign the Subscription Document. Examples of that document is attached
hereto as Exhibit "A". The Subscription Document, together with a certified
check, bank cashier's check, money order or a personal check for the
appropriate amount of money as set forth in the Subscription Document must
be tendered to the Company by each prospective Investor with his
Subscription Document.
Each prospective Investor will be required specifically to: (a)
acknowledge receipt of this Memorandum; (b) represent that his subscription
is based on no information other than that provided in this Memorandum; (c)
represent his conformance to the Investor suitability standards required of
purchasers of the Shares; and (d) acknowledge his recognition of the risks
involved in purchasing the Shares.
THE COMPANY WILL RELY UPON THE ACCURACY OF EACH PROSPECTIVE INVESTOR'S
REPRESENTATIONS AS SET FORTH IN THE SUBSCRIPTION DOCUMENT. THE COMPANY MAY
REQUIRE ADDITION EVIDENCE THAT A PROSPECTIVE INVESTOR MEETS THE STANDARDS
SET FORTH IN THIS MEMORANDUM AT ANY TIME PRIOR TO ACCEPTANCE OF A
PROSPECTIVE INVESTOR'S SUBSCRIPTION. A PROSPECTIVE INVESTOR IS NOT REQUIRED
TO SUPPLY SUCH INFORMATION, BUT THE COMPANY MAY REJECT A SUBSCRIPTION
DOCUMENT OF ANY PROSPECTIVE INVESTOR WHO FAILS TO SUPPLY SUCH INFORMATION.
15
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<PAGE>
XIII. LIST OF OTHER MATERIAL DOCUMENTS
The originals or copies of the documents discussed herein are
available for inspection by potential Investors at the offices of the
Company. Prospective Investors may request to review such other documents
during normal business hours, as long as such request do not result in an
undue financial burden on the Company.
16
E-254
<PAGE>
EXHIBITS
E-255
<PAGE>
TAMPA BAY CORPORATION
SUBSCRIPTION DOCUMENT
1. The undersigned hereby subscribes for ______ shares of common
stock (hereinafter "Shares"), as described in the Private Offering
Memorandum dated March 14, 1996 ("Memorandum"), of Tampa Bay Corporation,
a Nevada corporation (the "Company"), being offered by the Company for a
purchase price of $1.50 per share and tenders herewith the sum of $_____ in
payment therefor, together with tender of this Subscription Document.
2. The undersigned represents and warrants that he is a bona fide
resident of the State of ____________________.
3. The undersigned acknowledges:
a. Receipt of a copy of the Private Offering Memorandum;
b. That this subscription, if accepted by the Company, is
legally binding and irrevocable;
c. That the Company has a very limited financial and operating
history;
d. That the Shares have not been registered under the
Securities Act of 1933, as amended, in reliance upon
exemptions contained in that Act, and that the Shares have
not been registered under the securities acts of any state
in reliance upon exemptions contained in certain state's
securities laws; and
e. That the representations and warranties provided in this
Subscription Document are being relied upon by the Company
as the basis for the exemption from the registration
requirements of the Securities Act of 1933 and of the
applicable state's securities laws.
_______________________________________________________________________
FOR NEW YORK RESIDENTS ONLY: THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
_______________________________________________________________________
1
E-256
<PAGE>
4. The undersigned represents and warrants as follows:
a. That the undersigned subscriber is purchasing said Shares as
an investment and said Shares are purchased solely for the
undersigned's own account.
b. That the undersigned subscriber has sufficient knowledge and
experience in financial and business manners to evaluate the
merits and risks of an investment in the Shares;
c. That the undersigned subscriber is able to bear the economic
risk of an investment in the Shares;
d. That the undersigned subscriber has read and is thoroughly
familiar with the Private Offering Memorandum and represents
and warrants that he is aware of the high degree of risk
involved in making an investment in the Shares;
e. That the undersigned subscriber's decision to purchase the
Shares is based solely on the information contained in the
Private Offering Memorandum and on written answers to such
questions as he has raised concerning the transaction;
f. That the undersigned subscriber is purchasing the Shares
directly from the Company and understands that neither the
Company nor the Offering is associated with; endorsed by nor
related in any way with any investment company, national or
local brokerage firm or other broker dealer. The undersigned
subscriber's decision to purchase the Shares is not based in
whole or in part on any assumption or understanding that an
investment company, national or local brokerage firm or
other broker dealer is involved in any way in this Offering
or has endorsed or otherwise recommended an investment in
these Shares.
g. That the undersigned subscriber has an investment portfolio
of sufficient value that he could suitably absorb a high
risk illiquid addition such as an investment in the Shares.
h. The undersigned further represents that (INITIAL APPROPRIATE
CATEGORY):
[ ] I am a natural person whose individual net worth, or
joint worth with my spouse at the time of purchase,
exceeds $200,000;
[ ] I am a natural person who had an individual income in
excess of $50,000 or joint income with my spouse in
excess of $50,000 in each of the two most recent years
and who reasonably expects an income in excess of those
amounts in the current year:
2
E-257
<PAGE>
i. That Regulation D requires the Company to conclude that each
investor has sufficient knowledge and experience in
financial and business matters as to be capable of
evaluating the merits and risks of an investment in the
shares, or to verify that the investor has retained the
services of one or more purchaser representatives for the
purpose of evaluating the risks of investment in the shares,
and hereby represents and warrants that he has such
knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of an
investment in the shares and of making an informed
investment decision and will not require a purchaser
representative.
5. The undersigned understands and agrees that this subscription is
made subject to each of the following terms and conditions:
a. The Company shall have the right to accept or reject this
subscription, in whole or part, for any reason. Upon receipt
of each Subscription Document, the Company shall have until
March 14, 1997 in which to accept or reject it. If no action
is taken by the Company within said period, the subscription
shall be deemed to have been accepted. In each case where
the subscription is rejected, the Company shall return the
entire amount tendered by the subscriber, without interest;
b. That the undersigned subscriber will, from time to time,
execute and deliver such documents or other instruments as
may be requested by the Company in order to aid the Company
in the consummation of the transactions contemplated by the
Memorandum.
] 6. The undersigned hereby constitutes and appoints the Company, with
full power of substitution, as attorney-in-fact for the purpose
of executing and delivering, swearing to and filing, any
documents or instruments related to or required to make any
necessary clarifying or conforming changes in the Subscription
Document so that such document is correct in all respects.
7. As used herein, the singular shall include the plural and the
masculine shall include the feminine where necessary to clarify
the meaning of this Subscription Document. All terms not defined
herein shall have the same meanings as in the Memorandum.
3
E-258
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Document this _______ day of _______________, 1996.
Number of Shares _______________
Total amount tendered $_______________
INDIVIDUAL OWNERSHIP: ____________________________________
Name (Please Type or Print)
____________________________________
Signature
____________________________________
Social Security Number
JOINT OWNERSHIP: ____________________________________
Name (Please Type or Print)
____________________________________
Signature
____________________________________
Social Security Number
____________________________________
Name (Please Type or Print)
OTHER OWNERSHIP: ____________________________________
Name (Please Type or Print)
____________________________________
Signature
____________________________________
Social Security Number
ADDRESS: ___________________________________________________________
Street City State Zip
Phone (Residence) _______________; Phone (Business)_______________
4
E-259
<PAGE>
I _________________________, do hereby certify that the
representations made herein concerning my financial status are true, and
that all other statements contained herein are true, accurate and complete
to the best of my knowledge.
Date: ____________________, 1996.
____________________________________
Signature
CERT IFICATE OF DELIVERY
I hereby acknowledge that I delivered the foregoing Subscription
Document to ____________________ on the _____ day of _______________, 1996.
____________________________________
Signature
ACCE PTANCE
This Subscription is accepted by Tampa Bay Corporation as of the _____
day of _______________, 1996.
TAMPA BAY CORPORATION.
BY: ________________________________
Andrew Croson Secretary
5
E-260
<PAGE>
<PAGE>
EXHIBIT M
PROMISSORY NOTE
BETWEEN TAMPA BAY
AND EQUITY INVESTORS, INC.
OF 6/1/96
E-262
<PAGE>
**PROMISSORY NOTE**
-------------------
THE MAKER of this Note promises to pay to the order of the Payee the
Principal Amount and agrees to pay interest on unpaid principal at the
Annual Interest Rate or, if there is a default, at the Default Interest
Rate. The Maker acknowledges that sufficient consideration has been
given for this Note. (The amount of principal, rates of interest,
payment dates and other facts necessary to complete this Note are set
forth below under SPECIFIC INFORMATION).
PAYMENT TERMS:
The principal and the interest shall be paid in monthly payments, each
equal to the Amount of Monthly Payment specified below. Each payment
shall be applied first to pay interest and then to reduce principal.
Interest shall accrue from the date of this Note. The due date for the
first payment is stated below, and the other payments shall follow
consecutively on the same date of each succeeding month until all
interest and principal have been paid in full. An indication below of
the total number of payments (the making of the indication is optional)
is not to be construed as modifying the payment terms as otherwise set
forth in the Note. The amount of the final payment shall be reduced, if
necessary, so that in exactly equals the balance of an accrued interest
then due. Despite statements in the preceding sentence, if a date for a
balloon payment is filled in below the entire balance of principal and
interest owning as of that date shall be paid at that time in one final
payment.
OTHER TERMS:
(a) The Payer is authorized to use an amortization schedule to apportion
payments between interest and principal, and the amortization schedule
may be based either on a 360-day or a 365-day year.
(b) Principal may be prepaid entirely or partially without penalty,
unless a prepayment restriction is stated below. Partial prepayments
shall not defer the due dates for, or the amounts of, succeeding
payments.
(c) If this Note is secured, the collateral is briefly described below.
(d) The makers and endorsers of this Note waive and excuse presentment
for acceptance and payment, notice of dishonor, and protest of dishonor.
E-262
<PAGE>
(e) A subsequent holder of this Note is included in references to
"Payee". If there are two or more Makers of this Note, they are
obligated jointly and severally. (f) There shall be no grace period with
respect to any of the payments obligations under this Note, unless a
different indication is made below under "Special Provisions".
SPECIFIC INFORMATION:
Name of Maker: Equity Investors, Inc.
Date of Note: June 1, 1996
Name(s) of Payee: Tampa Bay Corporation
Principal Amount: $800,000.00
Annual Interest Rate: 10%
Amount of Monthly Payments: $160,000.00
Number of Monthly Payments: 5
Date of First Payment: July 1, 1996
Last Payment: November 1, 1996
Date of Balloon Payment: N/A
Collateral: None
Payments shall be mailed to delivered to: Tampa Bay Corporation
2519 E. Thomas Road, Suite C
Phoenix, AZ 85016
THIS PROMISSORY NOTE IS ENTERED INTO THIS, 1ST DAY OF JUNE, 1996, BY AND
BETWEEN: Tampa Bay Corporation and Equity Investors, Inc.
/s/ ANDREW CROSON /s/ MICHAEL RICHARDS
- ------------------------- -------------------------
(PAYEE)Andrew Croson, Secretary (MAKER)Michael Richards, Secretary
E-263
<PAGE>
EXHIBIT N
MEETING MINUTES
OF 9/5/96:
JOINT VENTURE BETWEEN
TAMPA BAY
AND
PHOENIX PRODUCTIONS
<PAGE>
MINUTES OF DIRECTORS MEETING
OF
TAMPA BAY CORPORATION
A meeting of the Board of Directors of Tampa Bay Corporation was held
on the 5th day of September, 1996 at 2:30 p.m. at the offices of the
Company located at 1000 E. Tahquitz Canyon Way, Palm Springs, California
92262.
There were present and participating at the meeting, either in person
or telephonically, George Jouflas, Morton Downey, Jr., Jeffery Taylor,
James Richards, Russ Regan, Gray Frederickson and Michael Simmons. John
Hyde and Andrew Croson were absent. Mr. Russ Regan chaired the meeting.
Scott David, Annette David, Greg McDonald, Doug Swartz, Matt Golden, Stan
Lipton and Steve Rosenbaum attended as invited guests. The Minutes of the
last regular meeting were read and approved.
The first item of discussion brought before the Board of Directors
related to the appointment of Mr. Greg McDonald to serve on the Board of
Directors until the next Shareholders Meeting, effective as of this date.
After motion duly made, seconded and unanimously carried; it was,
RESOLVED, to appoint Mr. Greg McDonald to serve on the Board of
Directors until the next Shareholders Meeting, effective as of this
date.
The second item of discussion brought before the Board of Directors
related to the acceptance of the resignations of Andrew Croson, Morton
Downey Jr. and Lawrence Olson as Officers and/or Directors of the Company,
effective as of this date. After motion duly made, seconded and unanimously
carried; it was,
RESOLVED, to accept the resignations of Andrew Croson, Morton Downey
Jr. and Lawrence Olson as Officers and/or Directors of the Company,
effective as of this date.
The third item of discussion brought before the Board of Directors
related to the election of new officers to serve the Company until the next
Shareholders Meeting, effective as of this date. Russ Regan, C.E.O. and
Chairman of the Board of Directors; George Jouflas, President; Gray
Frederickson, Secretary; and Doug Swartz, C.F.O. and Treasurer. After
motion duly made, seconded and unanimously carried; it was,
RESOLVED, to elect new officers to serve the Company until the next
Shareholders Meeting, effective as of this date. Russ Regan, C.E.O.
and Chairman of the Board of Directors; George Jouflas, President;
Gray Frederickson, Secretary; and Doug Swartz, C.F.O. and Treasurer.
The fourth item of discussion brought before the Board of Directors
related to the appointment of Morton Downey Jr. as Vice President of
Programming and to continue as an employee of Phoenix Productions, Inc.,
effective as of this date. After motion duly made, seconded and unanimously
carried; it was,
RESOLVED, to appoint Morton Downey Jr. as Vice President of
Programming and to continue as an an employee of Phoenix Productions,
Inc., effective as of this date.
1
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<PAGE>
The fifth item of discussion brought before the Board of Directors
related to the relocation of the Company's corporate headquarters from
Phoenix, Arizona to Sun Studios in Palm Springs, effective as of this date.
After motion duly made, seconded and unanimously carried; it was,
RESOLVED, to relocate the Company's corporate headquarters from
Phoenix, Arizona to Sun Studios in Palm Springs, effective as of this
date.
The sixth item of discussion brought before the Board of Directors
related to methods of funding the Company and its subsidiaries. Upon the
completion of the 506 Private Placement for $1,700,000.00 at $1.00 per
share, it was agreed to issue a new 506 Private Placement for 4,000,000
shares at $1.50 per share totaling $6,000,000.00 which will net the Company
$5,000,000.00 after commissions, legal and accounting fees. After motion
duly made, seconded and unanimously carried; it was,
RESOLVED, that upon completion of the current 506 Private Placement of
1,700,000 shares it was agreed to issue a new 506 Private Placement
for 4,000,000 shares at $1.50 per share, totaling $6,000,000.00 which
will net the Company $5,000,000.00 after commissions, legal and
accounting fees.
The next item of discussion was concerning the necessity to set a date
for a Shareholders Meeting, tentatively some time in February or March. It
was agreed that Russ Regan will determine the exact date for the meeting at
a later time. After motion duly made, seconded and unanimously carried; it
was,
RESOLVED, to allow Russ Regan to set an exact date to hold a
Shareholders Meeting, tentatively in February or March.
The eighth item of discussion related to retaining Gary Blume, Esq. as
the Company's S.E.C. legal counsel, effective as of this date. Gary Blume
is located at 1180 Tatum Boulevard, Suite 108, in Scottsdale, Arizona
85028, (602) 494-7976. After motion duly made, seconded and unanimously
carried; it was,
RESOLVED, to retain Gary Blume, Esq. as the Company's S.E.C.
legal counsel effective as of this date. Gary Blume is located at
1180 Tatum Boulevard, Suite 108, in Scottsdale, Arizona 85028,
(602) 494-7976.
The ninth item of discussion related to retaining William Clancy,
C.P.A. as the Company's C.P.A. William Clancy is located at 4041 N. Central
Avenue, Suite 890, in Phoenix, Arizona 85012, (602) 266-2646. After motion
duly made, seconded and unanimously carried; it was,
RESOLVED, to retain William Clancy is located at 4041 N. Central
Avenue, Suite 890, in Phoenix, Arizona 85012, (602) 266-2646.
The tenth item of discussion was concerning the Company hosting an
informative Seminar/Open House to welcome Tampa Bay at Sun Studios. It was
agreed to hold this Open House on September 17th from 1:00 p.m to 6:00 p.m.
After motion duly made, seconded and unanimously carried; it was,
2
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<PAGE>
RESOLVED, to organize and host an informative Seminar/Open House to
welcome Tampa Bay at Sun Studios. It was agreed to hold this Open
House on September 17th from 1:00 p.m to 6:00 p.m.
The next item of discussion brought before the Board of Directors was
the presentation by Morton Downey, Jr. offering information concerning his
"Smoke No More" Campaign. He introduced the proto-type cigarette holder and
demonstrated its use. It was agreed that when further research and
development has been compiled that the Company may be interested in forging
ahead with the project.
The twelfth item of discussion brought before the Board of Directors
concerning a Joint Venture by and between Tampa Bay Corporation and Phoenix
Productions and a Joint Venture between Tampa Bay and New Domains, Inc. The
following terms were discussed:
1. Wall Street News Network will begin airing on September 30,
1996 on Network One.
2. Matrix will collect the leads from the show but Phoenix
Productions will own the rights to the leads.
3. Sun Studios will be paid $7,500.00 directly from the paying
client to produce the shows .
4. Sun Studios will be responsible for all costs in relation
with the production to the shows.
5. Phoenix Productions will receive all revenues generated from
the shows including commercial revenues. Phoenix
Productions will pay the remaining bills in relation to the
shows including air time and Matrix charges. After all
bills are paid, Phoenix Production will pay Tampa Bay 70%
net revenues and retain 30% for themselves.
6. Annette and Scott David of NewDomains discussed the
television programs "Web Wired" and "Annette on the Net".
Presentation packages were handed out and a Joint Venture
with Tampa Bay and NewDomains would be set up in the same
manner as with Phoenix Productions.
After further discussions it was agreed to form the two Joint
Ventures, one between Tampa Bay and Phoenix Productions and the second
between Tampa Bay and NewDomains. Both Joint Ventures to be as outlined
as above. Upon motion duly made, seconded and unanimously carried; it
was,
RESOLVED, that Tampa Bay form two Joint Ventures, one with Phoenix
Productions and the second with NewDomains. Both Joint Ventures to
be as outlined in item twelve of discussions.
The next item of discussion brought before the Board of Directors
concerning the final approval and consummation of the purchase of Sun
Studios and the agreement between Tampa Bay, Greg McDonald and the One Omni
Trust subject to the final execution of the escrow and security documents.
After motion duly made, seconded and unanimously carried; it was,
RESOLVED, to approve the consummation of the purchase of Sun Studios
and the agreement between Tampa Bay, Greg McDonald and the One Omni
Trust subject to the final execution of the escrow and security
documents.
3
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<PAGE>
The fourteenth item of discussion was a short discussion concerning
Network One having set up a barter agreement for the airing of "Messages
From Beyond". They also will be airing the "Lullaby Album"direct response
ad.
The fifthteenth item of discussion brought before the Board of
Directors was regarding the status of Directors and Officers insurance.
The Board was assured everything was on tract, the application had been
submitted and should be effective and finalized within 5 to 10 working days
from this date.
The next item of discussion brought before the Board of Directors was
concerning the importance of every officer and director leaving their home
addresses and telephone numbers with the Company..
The last item to be discussed concerned an update from Michael Simmons
on the games he is creating for the Internet. He is awaiting additional
information before he can finalize these projects.
There being no further business, and upon motion duly made, the
meeting was adjourned at 4:30 p.m.
- ------------------------------ -------------------------------
Harold Rustigian, Chairman George Jouflas, President
- ------------------------------ -------------------------------
Gray Frederickson, Secretary John Hyde, Director
- ------------------------------ -------------------------------
Jeffrey Taylor, Director Gregory McDonald, Director
- ------------------------------
Michael Simmons, Director
4
E-267
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