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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)*
Under the Securities Exchange Act of 1934
Venturi Technologies, Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
Series D Convertible Preferred Stock, $.001 Par Value
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(Title of Class of Securities)
Common Stock: 92330G 10 2
Series D Convertible Preferred Stock: None
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(CUSIP Number)
Bruce E. Bowers, Esq., Vice President and General Counsel
Beaulieu Group, LLC
1502 Coronet Drive
Dalton, Georgia 30720
(706) 278-6666
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 19, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index is located on page 8.
Page 1 of 11
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SCHEDULE 13D
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CUSIP No. 92330G 10 2 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BEAULIEU GROUP, LLC 58-2272636
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE.
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BENEFICIALLY 8 SHARED VOTING POWER
COMMON STOCK: 5,046,755
OWNED BY SERIES D CONVERTIBLE PREFERRED STOCK: 2,303,738
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE.
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PERSON 10 SHARED DISPOSITIVE POWER
COMMON STOCK: 5,046,755
WITH SERIES D CONVERTIBLE PREFERRED STOCK: 2,303,738
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 5,046,755
SERIES D CONVERTIBLE PREFERRED STOCK: 2,303,738
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 26.8%
SERIES D CONVERTIBLE PREFERRED STOCK: 100.0%
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14 TYPE OF REPORTING PERSON*
OO
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Page 2 of 11
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CUSIP No. 92330G 10 2 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CARL M. BOUCKAERT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BELGIUM
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE.
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
COMMON STOCK: 5,046,755
OWNED BY SERIES D CONVERTIBLE STOCK: 2,303,738
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE.
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
COMMON STOCK: 5,046,755
WITH SERIES D CONVERTIBLE PREFERRED STOCK: 2,303,738
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 5,046,755
SERIES D CONVERTIBLE PREFERRED STOCK: 2,303,738
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 26.8%
SERIES D CONVERTIBLE PREFERRED STOCK: 100.0%
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14 TYPE OF REPORTING PERSON*
IN
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Page 3 of 11
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SCHEDULE 13D
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CUSIP No. 92330G 10 2 Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MARIE T. BOUCKAERT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /X/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BELGIUM
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE.
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
COMMON STOCK: 5,046,755
OWNED BY SERIES D CONVERTIBLE PREFERRED STOCK: 2,303,738
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE.
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
COMMON STOCK: 5,046,755
WITH SERIES D CONVERTIBLE PREFERRED STOCK: 2,303,738
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 5,046,755
SERIES D CONVERTIBLE PREFERRED STOCK: 2,303,738
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 26.8%
SERIES D CONVERTIBLE PREFERRED STOCK: 100.0%
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14 TYPE OF REPORTING PERSON*
IN
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Page 4 of 11
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EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Statement on Schedule 13D
of Beaulieu Group, LLC, a Georgia limited liability company ("Beaulieu"), dated
April 19, 1999, as filed with the Securities and Exchange Commission on April
26, 1999, with respect to the securities of Venturi Technologies, Inc. (the
"Issuer"). This statement is being filed by Beaulieu, Carl M. Bouckaert and
Marie T. Bouckaert, as a group (each such person or entity being referred to
herein as a "Reporting Person" and collectively, the "Reporting Persons"). The
items of the Schedule 13D referred to below are amended and supplemented by the
addition of the indicated information.
ITEM 2. IDENTITY AND BACKGROUND.
BEAULIEU GROUP, LLC
Beaulieu's principal business is the manufacture and sale of carpets and
rugs. The address of Beaulieu's principal business and its principal office is
1502 Coronet Drive, Dalton, Georgia 30720. Mr. and Mrs. Bouckaert ultimately
control Beaulieu and serve as Beaulieu's managing members. Set forth below are
the names of Beaulieu's executive officers and their principal occupations as
executive officers of Beaulieu:
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NAME POSITION HELD
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Carl M. Bouckaert Chairman and Chief Executive Officer
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Stuart W. Thorn President and Chief Operating Officer
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Bayard B. Hollingsworth Vice President and Chief Financial Officer
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David A. Marr Vice President, Chief Administrative and Accounting
Officer and Assistant Secretary
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Bruce E. Bowers Vice President, Secretary and General Counsel
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Piet V. Dossche President -- Residential Division
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David L. Caples President -- Commercial Division
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Kristoff Honeyman President -- Rug Division
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Thomas L. Bouckaert President -- Fibers & Fabrics Division
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The business address of each of the above executive officers is 1502
Coronet Drive, Dalton, Georgia 30720. Mr. Bouckaert, Mrs. Bouckaert, Mr. Thomas
Bouckaert and Mr. Dossche are citizens of Belgium. Messrs. Thorn, Hollingsworth,
Marr, Bowers, Caples and Honeyman are citizens of the United States.
On December 1, 1998, Beaulieu of America, Inc. ("BOA"), the owner of
approximately 99% of the equity interests of Beaulieu and a company that is
controlled by
Page 5 of 11
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Mr. and Mrs. Bouckaert, pled guilty in the U.S. District Court in Rome, Georgia
to five misdemeanor counts involving violations of the Federal Election Campaign
Act. The proceedings involved contributions made in 1995 of approximately
$36,000 to the Lamar Alexander 1996 Presidential Campaign. No officers,
directors or other employees of Beaulieu or BOA were charged. BOA paid a fine of
$1,000,000 and, through its officers, performed 500 hours of community service.
BOA has adopted a political fundraising compliance program and has agreed to
advise the court periodically with respect to the operation of the program. BOA
also paid a civil penalty to the Federal Election Commission in the amount of
$200,000 with respect to this matter.
BOA's guilty plea was the result of an investigation of BOA and Mr. and
Mrs. Bouckaert, two of its shareholders, by Federal governmental agencies,
including the Federal Bureau of Investigation, the Internal Revenue Service and
the U.S. Customs Service. In September 1997, law enforcement agents from those
governmental agencies executed search warrants at BOA's offices and facilities
and at the home of Mr. and Mrs. Bouckaert and seized documents relating to their
and BOA's financial affairs. Additionally, certain other financial records that
were not seized during the search were the subject of a Federal subpoena
delivered at the time of the search. Representatives of the U.S. Attorney's
Office have stated that BOA, Mr. and Mrs. Bouckaert, and possibly other officers
of BOA, are targets of the investigation.
Although the Federal Election Campaign Act phase of the investigation is
now complete, the investigation is continuing with respect to other matters. The
Affidavit presented to the Federal Magistrate to obtain the search warrants was
filed under seal. Accordingly, at this time, BOA has not been able to review the
content of the Affidavit, and BOA is unaware of the scope of the matters being
investigated. However, BOA has reason to believe that the Government is
investigating tax, customs, mail and bank fraud.
BOA and Mr. and Mrs. Bouckaert deny any wrongdoing and have cooperated
fully with respect to the investigation.
CARL M. AND MARIE T. BOUCKAERT
The business address of Mr. Bouckaert is 1502 Coronet Drive, Dalton,
Georgia 30720. Mr. Bouckaert's principal business occupation is the Chairman and
Chief Executive Officer of Beaulieu and the Chairman of the Board and Chief
Executive Officer of BOA. Mrs. Bouckaert is not employed on a full time basis
and, therefore, has no principal business occupation. The principal business
address of BOA and Beaulieu is the address set forth above in this paragraph.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 19, 2000, Mr. and Mrs. Bouckaert purchased in the aggregate
246,346 shares (the "Shares") of the common stock of the Issuer, par value $.001
per share (the "Common Stock"), and warrants to purchase in the aggregate
192,963 shares of Common Stock at an exercise price of $2.81 per share (the
"Warrants"), in a privately-negotiated
Page 6 of 11
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transaction for total consideration of $492,692. The Warrants may be exercised
at any time and from time to time until April 19, 2005. The proceeds to purchase
the Shares and Warrants came from Mr. and Mrs. Bouckaert's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. and Mrs. Bouckaert acquired the Shares and the Warrants for investment
purposes. Each of the Reporting Persons may, as the opportunity arises, purchase
additional shares of Common Stock or securities convertible into or exchangeable
for Common Stock. In addition, each of the Reporting Persons may receive or
purchase shares of Common Stock pursuant to the exercise or conversion of
securities that are exchangeable for or convertible into Common Stock.
None of the Reporting Persons have any plans or proposals that would relate
to or result in any of the actions listed in Item 4(a)-(j), except as stated
above and as follows:
- One or more of the Reporting Persons may acquire shares of Common
Stock or securities convertible into or exchangeable for Common Stock
as consideration in whole or in part for the guarantee by such
Reporting Person(s) of debt of the Issuer.
- Stuart W. Thorn, the President and Chief Executive Officer of
Beaulieu, was elected to the Board of Directors of the Issuer on March
9, 2000.
- One or more of the Reporting Persons are currently discussing with
management of the Issuer certain proposals that would change the
capitalization or management of the Issuer, including, without
limitation, proposals to (1) obtain equity or venture capital
financing, (2) obtain convention loans or other credit, and (3) effect
redemptions or repurchases of securities of the Issuer. Further, one
or more of the Reporting Persons are discussing with management
possible changes in the officers and/or directors of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Boxes 11 and 13 of pages 2-4 and see Item 4.
(b) See Boxes 7, 8, 9 and 10 of pages 2-4.
(c) See Items 3 and 4.
(d) Not applicable.
(e) N/A
Page 7 of 11
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Items 3 and 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit H Warrant Agreement, dated April 19, 2000, by and between Carl M.
Bouckaert and Venturi Technologies, Inc.
Exhibit I Warrant Agreement, dated April 19, 2000, by and between Marie T.
Bouckaert and Venturi Technologies, Inc.
Page 8 of 11
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 3, 2000
---------------------------------------
(Date)
Beaulieu Group, LLC
By: /s/ Carl M. Bouckaert
-----------------------------------
Carl M. Bouckaert
Chief Executive Officer
Page 9 of 11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 3, 2000
---------------------------------------
(Date)
/s/ Carl M. Bouckaert
---------------------------------------
Carl M. Bouckaert
Page 10 of 11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 3, 2000
---------------------------------------
(Date)
/s/ Marie T. Bouckaert
---------------------------------------
Marie T. Bouckaert
Page 11 of 11
<PAGE>
EX-99.8 (Exhibit H)
VENTURI TECHNOLOGIES, INC.
(A Nevada Corporation)
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
Effective April 19, 2000
NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS
WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH
REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE
SECURITIES ACT IS NOT REQUIRED.
THIS CERTIFIES THAT, for value received, Carl M. Bouckaert, an individual
whose address is 1502 Coronet Drive, Dalton, Georgia 30720 ("Holder"), is
entitled to purchase, subject to the conditions set forth below, at any time or
from time to time during the Exercise Period (as defined in subsection 1.2,
below), Ninety Six Thousand Four Hundred Eighty One (96,481) shares ("Shares")
of fully paid and non-assessable Common Stock, $0.001 par value ("Common
Stock"), of Venturi Technologies, Inc., a Nevada corporation (the "Company"), at
the per share purchase price (the "Warrant Price") set forth in subsection 1.1,
subject to the further provisions of this Warrant. The term "Warrants" as used
herein shall mean this Warrant and all instruments issued by the Company, which
are substantially identical to this Warrant (except for the name of the holder
and the number of securities purchasable by the holder).
1. EXERCISE OF WARRANT
The terms and conditions upon which this Warrant may be exercised, and the
Common Stock covered hereby may be purchased, are as follows:
1.1 WARRANT PRICE. The Warrant Price shall be equal to $2.81 per share,
subject to adjustment as provided in Section 4, below.
<PAGE>
1.2 METHOD OF EXERCISE. The Holder may, at any time prior to April 19,
2005, or such later date as the Company may in its sole discretion determine
(the "Exercise Period"), exercise in whole or in part the purchase rights
evidenced by this Warrant. Such exercise shall be effected by:
(a) the surrender of the Warrant, together with a duly executed
copy of the form of subscription attached hereto, to the Secretary of the
Company at its principal offices;
(b) the payment to the Company, by cash, check payable to its
order or wire transfer, of an amount equal to the aggregate Warrant Price for
the number of Shares for which the purchase rights hereunder are being
exercised; and
(c) the delivery to the Company, if necessary, to assure
compliance with federal and state securities laws, of an instrument executed by
the holder certifying that the Shares are being acquired for the sole account of
the holder and not with a view to any resale or distribution.
1.3 COMPLIANCE WITH SECURITIES ACT. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant and the Shares to be issued upon
exercise hereof are being acquired for investment and that such holder will not
offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon
exercise hereof except under circumstances which will not result in a violation
of the Securities Act.
1.4 ISSUANCE OF SHARES AND NEW WARRANT. In the event the purchase rights
evidenced by this Warrant are exercised in whole or in part, one or more
certificates for the purchased Shares shall be issued as soon as practicable
thereafter to the person exercising such rights, or his designee. Such holder
shall also be issued at such time a new Warrant representing the number of
Shares (if any) for which the purchase rights under this Warrant remain
unexercised and continuing in force and effect.
2. TRANSFERS
2.1 TRANSFERS. Subject to Section 7 hereof, this Warrant and all
rights hereunder are transferable in whole or in part by the holder. The
transfer shall be recorded on the books of the Company upon the surrender of
this Warrant, properly endorsed, to the Secretary of the Company at its
principal offices and the payment to the Company of all transfer taxes and other
governmental charges imposed on such transfer. In the event of a partial
transfer, the Company shall issue to the several holders one or more appropriate
new Warrants.
2.2 REGISTERED HOLDER. Each holder agrees that until such time as any
transfer pursuant to subsection 2.1 is recorded on the books of the Company, the
Company may treat the registered holder of this Warrant as the absolute owner;
provided that nothing herein affects any requirement that transfer of any
Warrant or share of Common Stock issued or issuable upon the exercise thereof be
subject to compliance with the Securities Act and all applicable state
securities laws.
<PAGE>
2.3 FORM OF NEW WARRANTS. All Warrants issued in connection with
transfers of this Warrant shall bear the same date as this Warrant and shall be
substantially identical in form and provision to this Warrant except for the
number of Shares purchasable thereunder.
3. FRACTIONAL SHARES
Notwithstanding that the number of Shares purchasable upon the exercise of
this Warrant may have been adjusted pursuant to the terms hereof, the Company
shall nonetheless not be required to issue fractions of Shares upon exercise of
this Warrant or to distribute certificates that evidence fractional shares.
However, the Company shall be required to make cash payments in lieu thereof to
the holders hereof upon exercise of this Warrant.
4. ANTI-DILUTION PROVISIONS
4.1 STOCK SPLITS AND COMBINATIONS. If the Company shall at any time
subdivide or combine its outstanding shares of Common Stock, this Warrant shall,
after that subdivision or combination, evidence the right to purchase the number
of shares of Common Stock that would have been issuable as a result of that
change with respect to the Shares of Common Stock that were purchasable under
this Warrant immediately before that subdivision or combination. If the Company
shall at any time subdivide the outstanding shares of Common Stock, the Warrant
Price then in effect immediately before that subdivision shall be
proportionately decreased, and, if the Company shall at any time combine the
outstanding shares of Common Stock, the Warrant Price then in effect immediately
before that combination shall be proportionately increased. Any adjustment under
this section shall become effective at the close of business on the date the
subdivision or combination becomes effective.
4.2 RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If the Common Stock
issuable upon exercise of this Warrant shall be changed into the same or a
different number of shares of any other class or classes of stock, whether by
capital reorganization, reclassification, or otherwise (other than a subdivision
or combination of shares provided for above), the holder of this Warrant shall,
on its exercise, be entitled to purchase for the same aggregate consideration,
in lieu of the Common Stock that the holder would have become entitled to
purchase but for such change, a number of shares of such other class or classes
of stock equivalent to the number of shares of Common Stock that would have been
subject to purchase by the holder on exercise of this Warrant immediately before
that change.
4.3 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALE OF ASSETS. If at
any time there shall be a capital reorganization of the Company's Common Stock
(other than a stock split, combination, reclassification, exchange, or
subdivision of shares provided for elsewhere above) or merger or consolidation
of the Company with or into another corporation, or the sale of the Company's
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such reorganization, merger, consolidation or sale, lawful
provision shall be made so that the holder of this Warrant shall thereafter be
entitled to receive upon exercise of this Warrant, during the period specified
in this Warrant and upon payment of the Warrant Price then in effect, the number
of shares of Common Stock or other securities or property of the Company, or of
the
<PAGE>
successor corporation resulting from such merger or consolidation, to which a
holder of the Common Stock deliverable upon exercise of this Warrant would have
been entitled in such capital reorganization, merger or consolidation or sale if
this Warrant had been exercised immediately before that capital reorganization,
merger or consolidation or sale. In any such case, appropriate adjustment (as
determined in good faith by the Company's Board of Directors) shall be made in
the application of the provisions of this Warrant with respect to the rights and
interests of the holder of this Warrant after the reorganization, merger,
consolidation, or sale to the end that the provisions of this Warrant (including
adjustment of the Warrant Price then in effect and number of Shares purchasable
upon exercise of this Warrant) shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant. The Company shall, within thirty (30)
days after making such adjustment, give written notice (by first class mail,
postage prepaid) to the registered holder of this Warrant at the address of that
holder shown on the Company's books. That notice shall set forth, in reasonable
detail, the event requiring the adjustment and the method by which the
adjustment was calculated and specify the Warrant Price then in effect after the
adjustment and the increased or decreased number of Shares purchasable upon
exercise of this Warrant. When appropriate, that notice may be given in advance
and be included as part of the notice required under other provisions of this
Warrant.
4.4 COMMON STOCK DIVIDENDS; DISTRIBUTIONS. In the event the Company
should at any time prior to the expiration of this Warrant fix a record date for
the determination of the holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock or Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such distribution, split or subdivision if no record date is fixed), the Warrant
Price shall be appropriately decreased and the number of shares of Common Stock
issuable upon exercise of the Warrant shall be appropriately increased in
proportion to such increase of outstanding shares.
4.5 ADJUSTMENTS OF OTHER DISTRIBUTIONS. In the event the Company shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding cash
dividends) or options or rights not referred to in subsection 4.4, then, in each
such case for the purpose of this subsection 4.5, upon exercise of this Warrant
the holder hereof shall be entitled to a proportionate share of any such
distribution as though such holder was the holder of the number of shares of
Common Stock of the Company into which this Warrant may be exercised as of the
record date fixed for the determination of the holders of Common Stock of the
Company entitled to receive such distribution.
4.6 CERTIFICATE AS TO ADJUSTMENTS. In the case of each adjustment or
readjustment of the Warrant Price pursuant to this Section 4, the Company will
promptly compute such adjustment or readjustment in accordance with the terms
hereof and cause a certificate setting forth such adjustment or
<PAGE>
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, to be delivered to the holder of this Warrant. The
Company will, upon the written request at any time of the holder of this
Warrant, furnish or cause to be furnished to such holder a certificate setting
forth:
(a) Such adjustments and readjustments;
(b) The purchase price at the time in effect; and
(c) The number of shares of Common Stock issuable upon exercise of
the Warrant and the amount, if any, of other property at the time
receivable upon the exercise of the Warrant.
4.7 RESERVATION OF STOCK ISSUABLE UPON EXERCISE. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the exercise of this
Warrant, such number of its shares of Common Stock as shall from time to time be
necessary to satisfy the number of shares that would be issuable upon the
exercise of this Warrant; and, if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the exercise
of this Warrant, then in addition to such other remedies as shall be available
to the holder of this Warrant, the Company will use its best efforts to take
such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes.
5. RIGHTS PRIOR TO EXERCISE OF WARRANT
This Warrant does not entitle the holder to any of the rights of a
shareholder of the Company, including without limitation, the right to receive
dividends or other distributions, to exercise any preemptive rights, to vote, or
to vote upon any matter submitted to shareholders at any meeting thereof, or to
receive notice of meetings.
6. SUCCESSORS AND ASSIGNS
The terms and provisions of this Warrant shall inure to the benefit of, and
be binding upon, the Company and the holder thereof and their respective
successors and permitted assigns.
7. RESTRICTED SECURITIES
In order to enable the Company to comply with the Securities Act and
applicable state laws, the Company may require the holder as a condition of the
transfer or exercise of this Warrant, to give reasonable written assurance
satisfactory to the Company that the Warrant, or in the case of an exercise
hereof the shares subject to this Warrant, are being acquired for his own
account, for investment only, with no view to the distribution of the same.
Further, no disposition of all or any
<PAGE>
portion of this Warrant or the Shares issuable upon the due exercise of this
Warrant shall be made, unless and until:
(a) There is then in effect a registration statement under the
Securities Act covering the portion of this Warrant or the shares proposed to be
so disposed and such disposition is made in accordance with such registration
statement; or
(b) (i) The holder has notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition, and (ii) the holder has
furnished the Company with an opinion of counsel, reasonably satisfactory to the
Company, that such disposition will not require registration of such securities
under the Securities Act and applicable state law.
The holder acknowledges that this Warrant is, and each of the shares of
Common Stock issuable upon the due exercise hereof will be, a restricted
security, that he understands the provisions of Rule 144 of the Securities and
Exchange Commission, and that the certificate or certificates evidencing such
shares of Common Stock will bear a legend substantially similar to the
following:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY
STATE. THEY MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT COVERING THESE
SECURITIES UNDER THE SAID ACT OR LAWS, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED
THEREUNDER.
8. LOSS OR MUTILATION
Upon receipt by the Company of satisfactory evidence of the ownership of
and the loss, theft, destruction, or mutilation of any Warrant, and (i) in the
case of loss, theft, or destruction, upon receipt by the Company of indemnity
satisfactory to it, or (ii) in the case of mutilation, upon receipt of such
Warrant and upon surrender and cancellation of such Warrant, the Company shall
execute and deliver in lieu thereof a new Warrant representing the right to
purchase an equal number of shares of Common Stock. In the case of a lost,
stolen or destroyed Warrant owned by the person to whom this Warrant was
originally issued, such indemnity may consist of an undertaking to indemnify the
Company if it should later suffer a loss with respect to any such lost, stolen
or destroyed Warrant.
9. NOTICES
All notices, requests, demands and other communications under this Warrant
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or
three days after the date of mailing if mailed to the party to whom notice is to
be given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows: if to the holder, at his address as shown in the
Company records;
<PAGE>
and if to the Company, at its principal office. Any party may change its address
for purposes of this subsection by giving the other party written notice of the
new address in the manner set forth above.
10. GOVERNING LAW
This Warrant and any dispute, disagreement or issue of construction or
interpretation arising hereunder whether relating to its execution, its
validity, the obligations provided herein or performance shall be governed or
interpreted according to the laws of the State of Nevada without regard to
conflicts of law.
DATED: April 19, 2000.
VENTURI TECHNOLOGIES, INC.
By:
MICHAEL F. DOUGHERTY
Chief Executive Officer
<PAGE>
SUBSCRIPTION
- ---------------------------
- ---------------------------
- ---------------------------
Gentlemen:
The undersigned, ____________________, hereby elects to purchase, pursuant to
the provisions to the foregoing Warrant held by the undersigned, _______________
shares of the Common Stock, $0.001 par value ("Common
Stock"), of Venturi Technologies, Inc., a Nevada corporation.
Payment of the purchase price per Share required under such Warrant accompanies
this subscription.
The undersigned hereby represents and warrants that the undersigned is acquiring
such stock for the account of the undersigned and not for resale or with a view
to distribution of such Common Stock or any part hereof; that the undersigned is
fully aware of the transfer restrictions affecting restricted securities under
the pertinent securities laws and the undersigned understands that the shares
purchased hereby are restricted securities and that the certificate or
certificates evidencing the same will bear a legend to that effect.
DATED: ______________________ , 200__.
Signature:
Address:
<PAGE>
EX-99.9 (Exhibit I)
VENTURI TECHNOLOGIES, INC.
(A Nevada Corporation)
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
Effective April 19, 2000
NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS
WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT
(i) AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER
THAT SUCH REGISTRATION IS NOT REQUIRED OR
(iii) RECEIPT OF A NO-ACTION LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT
THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT
REQUIRED.
THIS CERTIFIES THAT, for value received, Marie T. Bouckaert, an individual
whose address is 1502 Coronet Drive, Dalton, Georgia 30720 ("Holder"), is
entitled to purchase, subject to the conditions set forth below, at any time or
from time to time during the Exercise Period (as defined in subsection 1.2,
below), Ninety Six Thousand Four Hundred Eighty Two (96,482) shares ("Shares")
of fully paid and non-assessable Common Stock, $0.001 par value ("Common
Stock"), of Venturi Technologies, Inc., a Nevada corporation (the "Company"), at
the per share purchase price (the "Warrant Price") set forth in subsection 1.1,
subject to the further provisions of this Warrant. The term "Warrants" as used
herein shall mean this Warrant and all instruments issued by the Company, which
are substantially identical to this Warrant (except for the name of the holder
and the number of securities purchasable by the holder).
1. EXERCISE OF WARRANT
The terms and conditions upon which this Warrant may be exercised, and the
Common Stock covered hereby may be purchased, are as follows:
1.1 WARRANT PRICE. The Warrant Price shall be equal to $2.81 per share,
subject to adjustment as provided in Section 4, below.
<PAGE>
1.2 METHOD OF EXERCISE. The Holder may, at any time prior to April 19,
2005, or such later date as the Company may in its sole discretion determine
(the "Exercise Period"), exercise in whole or in part the purchase rights
evidenced by this Warrant. Such exercise shall be effected by:
(a) the surrender of the Warrant, together with a duly executed
copy of the form of subscription attached hereto, to the Secretary of the
Company at its principal offices;
(b) the payment to the Company, by cash, check payable to its
order or wire transfer, of an amount equal to the aggregate Warrant Price
for the number of Shares for which the purchase rights hereunder are being
exercised; and
(c) the delivery to the Company, if necessary, to assure compliance
with federal and state securities laws, of an instrument executed by the
holder certifying that the Shares are being acquired for the sole account
of the holder and not with a view to any resale or distribution.
1.3 COMPLIANCE WITH SECURITIES ACT. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant and the Shares to be issued upon
exercise hereof are being acquired for investment and that such holder will not
offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon
exercise hereof except under circumstances which will not result in a violation
of the Securities Act.
1.4 ISSUANCE OF SHARES AND NEW WARRANT. In the event the purchase rights
evidenced by this Warrant are exercised in whole or in part, one or more
certificates for the purchased Shares shall be issued as soon as practicable
thereafter to the person exercising such rights, or his designee. Such holder
shall also be issued at such time a new Warrant representing the number of
Shares (if any) for which the purchase rights under this Warrant remain
unexercised and continuing in force and effect.
2. TRANSFERS
2.1 TRANSFERS. Subject to Section 7 hereof, this Warrant and all rights
hereunder are transferable in whole or in part by the holder. The transfer shall
be recorded on the books of the Company upon the surrender of this Warrant,
properly endorsed, to the Secretary of the Company at its principal offices and
the payment to the Company of all transfer taxes and other governmental charges
imposed on such transfer. In the event of a partial transfer, the Company shall
issue to the several holders one or more appropriate new Warrants.
2.2 REGISTERED HOLDER. Each holder agrees that until such time as any
transfer pursuant to subsection 2.1 is recorded on the books of the Company, the
Company may treat the registered holder of this Warrant as the absolute owner;
provided that nothing herein affects any requirement that transfer of any
Warrant or share of Common Stock issued or issuable upon the exercise thereof be
subject to compliance with the Securities Act and all applicable state
securities laws.
<PAGE>
2.3 FORM OF NEW WARRANTS. All Warrants issued in connection with
transfers of this Warrant shall bear the same date as this Warrant and shall be
substantially identical in form and provision to this Warrant except for the
number of Shares purchasable thereunder.
3. FRACTIONAL SHARES
Notwithstanding that the number of Shares purchasable upon the exercise of
this Warrant may have been adjusted pursuant to the terms hereof, the Company
shall nonetheless not be required to issue fractions of Shares upon exercise of
this Warrant or to distribute certificates that evidence fractional shares.
However, the Company shall be required to make cash payments in lieu thereof to
the holders hereof upon exercise of this Warrant.
4. ANTI-DILUTION PROVISIONS
4.1 STOCK SPLITS AND COMBINATIONS. If the Company shall at any time
subdivide or combine its outstanding shares of Common Stock, this Warrant shall,
after that subdivision or combination, evidence the right to purchase the number
of shares of Common Stock that would have been issuable as a result of that
change with respect to the Shares of Common Stock that were purchasable under
this Warrant immediately before that subdivision or combination. If the Company
shall at any time subdivide the outstanding shares of Common Stock, the Warrant
Price then in effect immediately before that subdivision shall be
proportionately decreased, and, if the Company shall at any time combine the
outstanding shares of Common Stock, the Warrant Price then in effect immediately
before that combination shall be proportionately increased. Any adjustment under
this section shall become effective at the close of business on the date the
subdivision or combination becomes effective.
4.2 RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If the Common Stock
issuable upon exercise of this Warrant shall be changed into the same or a
different number of shares of any other class or classes of stock, whether by
capital reorganization, reclassification, or otherwise (other than a subdivision
or combination of shares provided for above), the holder of this Warrant shall,
on its exercise, be entitled to purchase for the same aggregate consideration,
in lieu of the Common Stock that the holder would have become entitled to
purchase but for such change, a number of shares of such other class or classes
of stock equivalent to the number of shares of Common Stock that would have been
subject to purchase by the holder on exercise of this Warrant immediately before
that change.
4.3 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALE OF ASSETS. If at
any time there shall be a capital reorganization of the Company's Common Stock
(other than a stock split, combination, reclassification, exchange, or
subdivision of shares provided for elsewhere above) or merger or consolidation
of the Company with or into another corporation, or the sale of the Company's
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such reorganization, merger, consolidation or sale, lawful
provision shall be made so that the holder of this Warrant shall thereafter be
entitled to receive upon exercise of this Warrant, during the period specified
in this Warrant and upon payment of the Warrant Price then in effect, the number
of shares of Common Stock or other securities or property of the Company, or of
the
<PAGE>
successor corporation resulting from such merger or consolidation, to which a
holder of the Common Stock deliverable upon exercise of this Warrant would have
been entitled in such capital reorganization, merger or consolidation or sale if
this Warrant had been exercised immediately before that capital reorganization,
merger or consolidation or sale. In any such case, appropriate adjustment (as
determined in good faith by the Company's Board of Directors) shall be made in
the application of the provisions of this Warrant with respect to the rights and
interests of the holder of this Warrant after the reorganization, merger,
consolidation, or sale to the end that the provisions of this Warrant (including
adjustment of the Warrant Price then in effect and number of Shares purchasable
upon exercise of this Warrant) shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant. The Company shall, within thirty (30)
days after making such adjustment, give written notice (by first class mail,
postage prepaid) to the registered holder of this Warrant at the address of that
holder shown on the Company's books. That notice shall set forth, in reasonable
detail, the event requiring the adjustment and the method by which the
adjustment was calculated and specify the Warrant Price then in effect after the
adjustment and the increased or decreased number of Shares purchasable upon
exercise of this Warrant. When appropriate, that notice may be given in advance
and be included as part of the notice required under other provisions of this
Warrant.
4.4 COMMON STOCK DIVIDENDS; DISTRIBUTIONS. In the event the Company
should at any time prior to the expiration of this Warrant fix a record date for
the determination of the holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock or Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such distribution, split or subdivision if no record date is fixed), the Warrant
Price shall be appropriately decreased and the number of shares of Common Stock
issuable upon exercise of the Warrant shall be appropriately increased in
proportion to such increase of outstanding shares.
4.5 ADJUSTMENTS OF OTHER DISTRIBUTIONS. In the event the Company shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding cash
dividends) or options or rights not referred to in subsection 4.4, then, in each
such case for the purpose of this subsection 4.5, upon exercise of this Warrant
the holder hereof shall be entitled to a proportionate share of any such
distribution as though such holder was the holder of the number of shares of
Common Stock of the Company into which this Warrant may be exercised as of the
record date fixed for the determination of the holders of Common Stock of the
Company entitled to receive such distribution.
4.6 CERTIFICATE AS TO ADJUSTMENTS. In the case of each adjustment or
readjustment of the Warrant Price pursuant to this Section 4, the Company will
promptly compute such adjustment or readjustment in accordance with the terms
hereof and cause a certificate setting forth such adjustment or
<PAGE>
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, to be delivered to the holder of this Warrant. The
Company will, upon the written request at any time of the holder of this
Warrant, furnish or cause to be furnished to such holder a certificate
setting forth:
(a) Such adjustments and readjustments;
(b) The purchase price at the time in effect; and
(c) The number of shares of Common Stock issuable upon exercise of
the Warrant and the amount, if any, of other property at the time
receivable upon the exercise of the Warrant.
4.7 RESERVATION OF STOCK ISSUABLE UPON EXERCISE. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the exercise of this
Warrant, such number of its shares of Common Stock as shall from time to time be
necessary to satisfy the number of shares that would be issuable upon the
exercise of this Warrant; and, if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the exercise
of this Warrant, then in addition to such other remedies as shall be available
to the holder of this Warrant, the Company will use its best efforts to take
such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes.
5. RIGHTS PRIOR TO EXERCISE OF WARRANT
This Warrant does not entitle the holder to any of the rights of a
shareholder of the Company, including without limitation, the right to receive
dividends or other distributions, to exercise any preemptive rights, to vote, or
to vote upon any matter submitted to shareholders at any meeting thereof, or to
receive notice of meetings.
6. SUCCESSORS AND ASSIGNS
The terms and provisions of this Warrant shall inure to the benefit of, and
be binding upon, the Company and the holder thereof and their respective
successors and permitted assigns.
7. RESTRICTED SECURITIES
In order to enable the Company to comply with the Securities Act and
applicable state laws, the Company may require the holder as a condition of the
transfer or exercise of this Warrant, to give reasonable written assurance
satisfactory to the Company that the Warrant, or in the case of an exercise
hereof the shares subject to this Warrant, are being acquired for his own
account, for investment only, with no view to the distribution of the same.
Further, no disposition of all or any
<PAGE>
portion of this Warrant or the Shares issuable upon the due exercise of this
Warrant shall be made, unless and until:
(a) There is then in effect a registration statement under the
Securities Act covering the portion of this Warrant or the shares proposed
to be so disposed and such disposition is made in accordance with such
registration statement; or
(b) (i) The holder has notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement
of the circumstances surrounding the proposed disposition, and (ii) the
holder has furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require
registration of such securities under the Securities Act and applicable
state law.
The holder acknowledges that this Warrant is, and each of the shares of
Common Stock issuable upon the due exercise hereof will be, a restricted
security, that he understands the provisions of Rule 144 of the Securities and
Exchange Commission, and that the certificate or certificates evidencing such
shares of Common Stock will bear a legend substantially similar to the
following:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY
STATE. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT COVERING THESE SECURITIES UNDER THE SAID
ACT OR LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT REGISTRATION IS NOT
REQUIRED THEREUNDER.
8. LOSS OR MUTILATION
Upon receipt by the Company of satisfactory evidence of the ownership of
and the loss, theft, destruction, or mutilation of any Warrant, and (i) in the
case of loss, theft, or destruction, upon receipt by the Company of indemnity
satisfactory to it, or (ii) in the case of mutilation, upon receipt of such
Warrant and upon surrender and cancellation of such Warrant, the Company shall
execute and deliver in lieu thereof a new Warrant representing the right to
purchase an equal number of shares of Common Stock. In the case of a lost,
stolen or destroyed Warrant owned by the person to whom this Warrant was
originally issued, such indemnity may consist of an undertaking to indemnify the
Company if it should later suffer a loss with respect to any such lost, stolen
or destroyed Warrant.
9. NOTICES
All notices, requests, demands and other communications under this Warrant
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or
three days after the date of mailing if mailed to the party to whom notice is to
be given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows: if to the holder, at his address as shown in the
Company records;
<PAGE>
and if to the Company, at its principal office. Any party may change its address
for purposes of this subsection by giving the other party written notice of the
new address in the manner set forth above.
10. GOVERNING LAW
This Warrant and any dispute, disagreement or issue of construction or
interpretation arising hereunder whether relating to its execution, its
validity, the obligations provided herein or performance shall be governed or
interpreted according to the laws of the State of Nevada without regard to
conflicts of law.
DATED: April 19, 2000.
VENTURI TECHNOLOGIES, INC.
By:
MICHAEL F. DOUGHERTY
Chief Executive Officer
<PAGE>
SUBSCRIPTION
- ---------------------------
- ---------------------------
- ---------------------------
Gentlemen:
The undersigned, ________________, hereby elects to purchase, pursuant to the
provisions to the foregoing Warrant held by the undersigned, ________________
shares of the Common Stock, $0.001 par value ("Common Stock"), of Venturi
Technologies, Inc., a Nevada corporation.
Payment of the purchase price per Share required under such Warrant accompanies
this subscription.
The undersigned hereby represents and warrants that the undersigned is acquiring
such stock for the account of the undersigned and not for resale or with a view
to distribution of such Common Stock or any part hereof; that the undersigned is
fully aware of the transfer restrictions affecting restricted securities under
the pertinent securities laws and the undersigned understands that the shares
purchased hereby are restricted securities and that the certificate or
certificates evidencing the same will bear a legend to that effect.
DATED: ___________________, 200__.
Signature:
Address:
