UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 3, 1998
ORA ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21903 95-4607830
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(State or other jurisdic- (Commission RS Employer
tion of incorporation) File Number) Identification No.)
9410 Owensmouth Avenue, Chatsworth, California 91311
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 772-2700
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(Former names or former address, if changed from last report)
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ITEM 5. OTHER EVENTS.
Pursuant to the terms of a Second Deed of Amendment, dated as of
April 1,1998, ORA Electronics, Inc. (the "Company"), granted ORA Electronics
(UK) Limited ("ORA UK") an exclusive royalty-free right to use certain of the
Company's trademarks, including, without limitation, the "ORA" name, in
perpetuity in worldwide excepting North, Central and South America. The
consideration paid by ORA UK to the Company for such perpetual right was
1,000,000 GBP, or $1,659,000. Such consideration was determined through
negotiations between the Company and ORA UK. This transaction was consummated
on April 3, 1998. Gershon N. Cooper, President and Chief Executive Officer of
the Company, is a former member of the Board of Directors of ORA UK.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Second Deed of Amendment, by and between the Company and
ORA UK, dated as of April 1, 1998.
99.2 Distribution Agreement, by and between Alliance Research
Corporation (predecessor to the Company) and Contactace
Limited (doing business as ORA UK), dated as of 1990.
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Pursuant to the requirement of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 17, 1998
ORA ELECTRONICS, INC.
By: /s/Gershon N. Cooper
Gershon N. Cooper
President and Chief Executive Officer
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EXHIBIT 99.1
SECOND DEED OF AMENDMENT
DATE April 1, 1998
PARTIES
(1) "ORA US": ORA Electronics, Inc., a corporation formed and existing under the
laws of the State of Delaware, United States of America, and having a principal
place of business at 9410 Owensmouth Avenue, Chatsworth, California 91311; and
(2) "ORA UK": ORA Electronics (UK) Limited of 28-30 Faraday Road, Aylesbury,
Bucks HP19 3RY.
RECITALS
(A) By an agreement made in 1990 between ORA US and ORA UK ("the Original
Agreement"), ORA US granted to ORA UK an exclusive royalty-free right to carry
on its Business in the Territory using the Trading Name (as defined in the
Original Agreement).
(B) By a deed of amendment dated 2 October 1997 ("the Deed of Amendment")
ORA US and ORA UK varied the terms of the Original Agreement.
(C) Since the Deed of Amendment both ORA UK and ORA US have agreed to
amend further the Original Agreement to extend the Term and to modify the
responsibilities of the parties regarding filing for registration of the Trade
Marks in the Territory.
OPERATIVE PROVISIONS
1. DEFINITIONS
The terms defined in the Original Agreement as amended by the Deed
of Amendment shall, unless the contrary intention appears in this Second Deed,
have the same meanings in this Second Deed. The headings in this Second Deed are
for convenience only and shall not affect interpretation.
2. AMENDMENTS TO THE ORIGINAL AGREEMENT
2.1 In consideration of ORA UK transferring the sum of one million
British Pounds (1,000,000) to ORA US by wire transfer to:
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Value Date: April 3, 1998
Royal Bank of Scotland, London
Swift Code: RBOSGB2L
Account: Union Bank of California
Favor of: ORA Electronics, Inc.
Account No.: 3030145037
By Order of ORA Electronics (UK) Limited
Special Instructions: DO NOT CONVERT/FOR GBP CD
REFERENCE: GLOBAL FX,
PLEASE SEND THROUGH MT100
The parties agree that, upon successful transfer of the above sum to the
indicated account, the following amendments to the Original Agreement, as
amended, shall take effect:
2.2 Clause 3.1 shall be deleted and replaced with:
"the Products" are any products or services, provided that, in the
case of products other than accessories for mobile telephone, this
shall not include products which cause or are likely to cause
detriment to the reputation of ORA US."
2.3 Clause 3.5 shall be deleted and replaced with:
"the Term shall be perpetual."
2.3 Clause 4.1.1 shall be amended by adding the following after the
words "Trading Name":
"...and the designs for the TRAVEL TALK
product."
2.4 Clause 4.1.2 shall be deleted and replaced with:
"the right during the Term to grant sub- licenses to use the Trading
Name, the Trade Marks or the designs for the TRAVEL TALK product in
the Territory."
2.5 The final paragraph of clause 4.1 shall be
deleted.
2.6 Clause 5.4 shall be added as follows:
"To allow ORA UK to deal with all renewals of the Trade Marks in the
Territory at ORA UK's expense, ORA US will promptly pass to ORA UK
all information it receives about such renewals. ORA UK will not be
liable
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to ORA US if it fails to renew any or all
of the Trade Marks."
2.7 Clause 5.10 shall be deleted and replaced with:
"ORA UK shall be entitled to file applications in the name of ORA UK
and obtain registrations in the name of ORA UK of any of the Trade
Marks ORA, ORA plus design, E ORA plus design, POWER UP, TRAVEL
TALK, CHARGE & TALK and PARK & CHARGE in any country of the
Territory other than a country referred to in the Schedule where the
Trade Mark the object of an application by ORA UK is registered in
the name of ORA US or application to register has been filed by ORA
US. Immediately upon an application being filed by ORA UK the
country in which such application has been filed shall be removed
from the definition of Territory in Clause 3.4 to the extent of such
Trade Mark (but not otherwise) and all rights in the Trade Mark and
the application to register the Trade Mark in such country shall
belong to ORA UK."
2.8 Clause 7 shall be deleted.
2.9 Clause 8.2 shall be deleted.
3. CONTINUOUS AGREEMENT
Save as amended by this Second Deed, the Original Agreement, as
amended, shall continue in full force and effect.
4. GENERAL MATTERS
In the event of ambiguity or conflict arising between the terms of
the Second Deed and the Original Agreement, as amended, the terms of the Second
Deed shall prevail.
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5. GOVERNING LAW
This Second Deed shall be construed in accordance with English law
and the parties submit to the jurisdiction of the courts of England and Wales.
IN WITNESS WHEREOF, the parties have executed this Agreement as a deed the day
and year first above written.
EXECUTED as a deed )
Delivered by ORA Electronics, Inc. )
Acting by its authorized officer )
/s/ Gershon N. Cooper
President
EXECUTED as a deed )
Delivered by ORA Electronics )
UK Limited )
Acting by its authorized officers )
/s/ Malcolm Hanson
Director
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EXHIBIT 99.2
DATED 1990
Alliance Research Corporation
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Contactace Limited
Distribution Agreement
JO/1C0814
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DATED 1990
1. Parties
(1) Alliance Research Corporation Of 9410 Owensmouth Avenue, Chatsworth,
California CA 91311 ("Alliance") (2) Contactace Limited whose registered office
is at 26b Faraday Road, Aylesbury, Buckinghamshire ("Contactace") 2. Recitals
2.1 Alliance manufactures goods including the products using
the Trading Name
2.2 Contactace wishes to sell the products using the Trading
Name in the territory
3. Definitions
The following terms shall have the following meanings:- 3.1 "the Products" are
the antennae and accessories and other
related electronic equipment manufactured by the Ora
Electronics Division of Alliance
3.2 "the Business" is the promotion and sale of the products by Contactace and
all matters related
3.3 "the Trading Name" is "Ora Electronics" or any adaptation or imitation of
it including the name Ora Electronics UK
3.4 "the Territory" is Scandinavia, Switzerland, Austria,
Singapore, Malaysia, Hong Kong, the Philippines and the
countries comprised within the Middle East and the
European Economic Community
3.5 "the Term" is the period starting on the date of this deed and ending
twenty years afterwards
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4. Grant
4.1 Alliance grants to Contactace the sole and exclusive right to carry on the
Business within the Territory during the Term using the Trading Name
4.2 Alliance agrees not to appoint any other person to act as its distributor
of the Products in the Territory during the Term nor to permit any other
to use the Trading Name within the Territory
5. Obligations of Alliance
Alliance agrees with Contactace throughout the Term:- 5.1 Neither itself nor
though any agent or other distributor
lawfully acting for it directly or indirectly to infringe
the rights granted in this agreement
5.2 To support Contactace in its efforts to promote the sales of other
dealings in the Products and in particular to supply promptly up to date
information about the Products and all necessary samples, catalogues,
price lists, promotional and selling material and any other relevant
information to assist Contactace in the Business
5.3 Not to derogate from the rights granted by this agreement 5.4 Subject to
availability to supply Contactace or the
customers of Contactace in the Territory the Products in accordance with
orders received from Contactace which are of merchantable quality, conform
to sample, are at prices notified to Contactace by Alliance regularly, to
be delivered with all reasonable despatch and in accordance
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with the usual business terms of Alliance from time to
time in force
5.5 Not knowingly to permit any person, company or Organisation other than
Contactace to trade within the Territory using the Trading Name alone or
with other words within its trading name
5.6 To keep confidential all information relating to the Business as carried
on by Contactace including but without prejudice to the generality of the
foregoing all technical information relating to the Products, all
financial information of Contactace and all customer lists of Contactace
5.7 Not to supply the Products to any other person, company or Organisation in
the Territory other than through the agency of Contactace
5.9 Not to supply the Products to any other person, company or Organisation
whatsoever ("the Customer") without obtaining a covenant from the Customer
not to supply the Products to any person, company or Organisation in the
Territory and Alliance will at the request of Contactace but at the cost
of Alliance take whatever steps may be necessary to enforce such covenant
6. Severable Covenants
Each undertaking contained in clause 5 shall be read and construed independently
of the other covenants therein contained so that if one or more should be held
to be invalid
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as an unreasonable restraint of trade or for any other reason whatsoever then
the remaining covenant shall be valid to the extent that they are not to be so
invalidated 7. The Obligations of Contactace Contactace agrees with Alliance
throughout the Term:- 7.1 At all times to work diligently to protect and promote
the
interests of the Ora Electronics Division of Alliance in
so far as they relate to the Products
7.2 At all times diligently to promote and procure sale of the Products
throughout the Territory without prejudice to the right of Contactace to
supply products similar to the Products manufactured by another
manufacturer but more suitable to the needs of the Customers of Contactace
7.3 To conduct the Business at all times in such a manner as will assure the
continued high standard and reputation of the Trading Name within the
industry worldwide
7.4 Not to assign, charge or otherwise deal with this agreement in any way
without the consent of Alliance such consent not to be unreasonably
withheld but this shall not prevent Contactace appointing sub-distributors
without the consent of Alliance provided that such sub-distributors
covenant with Contactace in substantially the same terms as in clauses 7.1
and 7.2 of this agreement
7.5 To sell no goods from sources other than Alliance without the written
consent of Alliance which shall not be withheld or delayed if the goods
from such alternative
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sources shall be more suitable to the needs and requirements of the
customers of Contactace by virtue of price, quality, design or speed of
delivery
7.6 Not to apply the Trading Name to goods from sources other than Alliance
7.7 Subject to clause 9.6 of this agreement to assign to Alliance, upon
request, any and all rights acquired in the Trading Name as a result of
the use thereof by Contactace
8. Termination
This agreement shall terminate:-
8.1 At the expiration of the Term
8.2 If Contactace goes into liquidation either compulsorily or voluntarily
(save for the purpose of reconstruction or amalgamation)
9. Miscellaneous
9.1 Each of the parties warrants it power to enter into this agreement
9.2 Headings contained in this agreement are for reference purposes only and
shall not be incorporated into this agreement and shall not be deemed to
be any indication of the meaning of the clauses and sub clauses to which
they relate
9.3 The parties are not partners or joint venturers nor is Contactace able to
act as agent of Alliance save as authorised by this agreement
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9.4 This agreement shall be governed by English Law in every particular
including formation and interpretation and shall be deemed to have been
made in England and any proceedings arising out of or in connection with
this agreement may be bought in any Court of competent jurisdiction in
London but the submission by the parties to such jurisdiction shall not
limit the right of Contactace to commence any proceedings arising out of
this agreement in any other jurisdiction it may consider appropriate
9.5 Any notice to be served on either of the parties by the other shall be
sent by pre-paid recorded delivery or registered post or by telex or by
facsimile transmission and shall be deemed to have been received by the
addressee within five days of posting or twenty-four hours if sent by
telex or facsimile transmission
9.6 All trademark, service mark and tradename rights are licensed hereunder to
Contactace for the life of this agreement. Contactace shall acquire no
rights in trademarks, service marks or trade names so licensed, or in any
names or marks confusingly similar thereto, except to the benefit of
Alliance to whose benefit, all such rights shall enure
9.7 Upon termination, all trademark, service mark or tradename rights shall
expire and shall revert to Alliance, and Contactace shall have no further
right to the use of any
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such trademarks, service marks or tradenames, or to the use of any marks
or names confusingly similar thereto without the written consent of
Alliance
IN WITNESS whereof the parties have executed this document as a deed the day and
year first before written
THE COMMON SEAL of ALLIANCE )
RESEARCH CORPORATION was )
hereunto affixed in the )
presence of :- )
Director /s/ Gershon N. Cooper
Secretary /s/ Ruth Cooper
THE COMMON SEAL of )
CONTACTACE LIMITED was )
hereunto affixed in the )
presence of :- )
Director /s/ Malcolm Hanson
Secretary /s/ Malcolm Hanson
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