SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)
Spigadoro, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
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848506101
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(CUSIP Number)
with a copy to:
Jacob Agam, Chairman of the Board Robert G. Minion, Esq.
Vertical Financial Holdings Steven M. Skolnick, Esq.
c/o Vertical Capital Ltd. Lowenstein Sandler PC
Westbourne, The Grange 65 Livingston Avenue
St. Peter Port Roseland, New Jersey 07068
Guernsey, Channel Islands GY13BG (973) 597-2476
011-44-1481-716-278
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 29, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.ss.240.13d-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).
<PAGE>
________________________________________________________________________________
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Vertical Financial Holdings
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
Not Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): SC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: Switzerland
Number of 7) Sole Voting Power: 1,580,304*+
Shares Beneficially 8) Shared Voting Power: 0
Owned by 9) Sole Dispositive Power: 1,509,092**+
Each Reporting 10) Shared Dispositive Power: 71,212***
Person With:
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,580,304*+
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 2.6%*+
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): CO
________________________________________________________________________________
* Includes (i) 690,152 shares issuable upon exercise of warrants beneficially
owned by Vertical and exercisable within 60 days and (ii) 71,212 shares which
are held in escrow but which Vertical retains the power to vote.
** Includes 690,152 shares issuable upon exercise of warrants beneficially owned
by Vertical and exercisable within 60 days.
*** Represents shares which are held in escrow but which Vertical retains the
power to vote.
+ Excludes an aggregate of 660,526 shares and 890,151 shares issuable upon
exercise of warrants held by Behala Anstalt, Lupin Investment Services Ltd. and
Henilia Financial Ltd. (the "Vertical Assignees"). Pursuant to agreements with
third party investors in each Vertical Assignee, Vertical owns equity interests
in each Vertical Assignee entitling it to varying percentages of the profits
resulting from the sale of the shares held by each Vertical Assignee. In
addition, pursuant to agreements with the Vertical Assignees, the trustee of
each Vertical Assignee has voting and dispositive power over the shares held by
each Vertical Assignee, although Vertical retains the right to appoint or
terminate the appointment of the trustee. Also excludes 69,605 shares owned by
Viktor Vogt in which Vertical does not have any voting or dispositive power.
However, under an agreement between Vertical and Dr. Vogt, Vertical has the
right to receive a portion of the proceeds of the sale of these shares by Dr.
Vogt.
<PAGE>
________________________________________________________________________________
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Gruppo Spigadoro, N.V.
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
Not Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): SC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: The Netherlands
________________________________________________________________________________
Number of 7) Sole Voting Power: 36,125,130*
------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power:36,125,130*
-------------------------------------
Person With: 10) Shared Dispositive Power: 0
-------------------------------------
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 36,125,130*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 59.3%*
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): HC
________________________________________________________________________________
* Includes 6,120,700 shares which are beneficially owned by Gruppo Spigadoro,
N.V. and have been placed in escrow to secure the repayment by Spigadoro, Inc.
(the "Company") of promissory notes held by Carlo Petrini, a director of the
Company.
<PAGE>
Vertical Financial Holdings ("Vertical") and Gruppo Spigadoro, N.V.
("Gruppo Spigadoro" and together with Vertical, the "Reporting Persons") hereby
amend the Schedule 13G filed by Vertical with the Securities and Exchange
Commission on February 16, 1999 relating to the shares of common stock, par
value $.01 per share (the "Common Stock"), of Spigadoro, Inc. f/k/a IAT
Multimedia, Inc. (the "Company") as follows:
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the
shares of Common Stock of the Company whose principal executive offices are
located at 70 East 55th Street, 24th Floor, New York, New York 10022.
Item 2. Identify and Background.
Vertical is a corporation organized under the laws of Liechtenstein.
Vertical is a European-based private equity firm focusing primarily on
investments in the high technology industry. Vertical's address is
Hambrechtikerstrasse 61, CH-8640, Rapperswil, Switzerland. Set forth below are
the name, present principal occupation or employment, the current business
address and citizenship of each director and executive officer of Vertical:
Jacob Agam. Mr. Agam serves as the Chairman of the Board of Vertical.
Mr. Agam also serves as the Chairman of the Board and Chief Executive Officer of
the Company, an entity that primarily produces and sells animal feed and pasta
and flour products, the Chairman of the Board of Gruppo Spigadoro, a holding
company, and the Chairman of the Board of iEntertainment Network, Inc., an
Internet entertainment and e-commerce company. Mr. Agam is a founder and serves
as the Chairman of the Board of Orida Capital Ltd. and Vertical Capital Ltd.,
companies engaged in investment banking services and private equity,
respectively. Mr. Agam is a citizen of Israel and his business address is c/o
Vertical Capital Ltd., Westbourne, The Grange, St. Peter Port, Guernsey, Channel
Islands, GY13BG.
Bruno Derungs. Mr. Derungs serves as a Managing Director of Vertical.
Mr. Derungs is the principal of Derungs Treuhandgesellschaft AG, a financial
consulting and fiduciary company and the record owner of Vertical. Mr. Derungs
is a citizen of Switzerland and his business address is c/o Vertical,
Hombrechtikerstrasse 61, CH-8640 Rapperswil, Switzerland.
William Dartmouth. William Dartmouth serves as a director of Vertical.
Mr. Darmouth has been a private investor for the past five years. William
Dartmouth is a citizen of Great Britain and his business address is 30 St.
James's Street, London, England SW1.
Neither Vertical nor, to the best of its knowledge, any of its
directors or executive officers has ever been convicted in any criminal
proceeding, nor has been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
such entity or person was or is now subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Through various intermediate entities, a trust, the beneficiaries of
which are members of the Agam family, beneficially owns all of the capital stock
of Vertical. As a result, this trust may be deemed to beneficially own all of
the shares of Common Stock beneficially owned by Vertical for the purposes of
Regulation 13D.
<PAGE>
Gruppo Spigadoro is a corporation organized under the laws of the
Netherlands. Gruppo Spigadoro is a holding company. Gruppo Spigadoro's address
is Strawinskylaan 1725, 1077 XX, Amsterdam, the Netherlands. Set forth below are
the name, present principal occupation or employment, the current business
address and citizenship of each director and executive officer of Gruppo
Spigadoro:
Jacob Agam. Mr. Agam is the Chairman of the Board of Gruppo Spigadoro.
See description above.
Ernst-Pieter Knupfer. Mr. Knupfer is a Managing Director of Gruppo
Spigadoro. Mr. Knupfer is a lawyer and the Senior Account Manager at Citco
Nederland B.V. ("Citco") and is the attorney-in-fact of Trust International
Management (T.I.M.) B.V., a wholly-owned subsidiary of Citco ("Trust
International"). Mr. Knupfer is a citizen of the Netherlands and his business
address is Strawinskylaan 1725, 1077 XX Amsterdam.
Trust International Management (T.I.M.) B.V. Trust International is a
corporation organized under the laws of the Netherlands and is a wholly-owned
subsidiary of Citco. Mr. Knupfer serves as the attorney-in-fact of Trust
International. The business address of Trust International is Strawinskylaan
1725, 1077 XX Amsterdam.
Neither Gruppo Spigadoro nor, to the best of its knowledge, any of its
directors or executive officers has ever been convicted in any criminal
proceeding, nor has been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
such entity or person was or is now subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Through various intermediate entities, the Agam Family Trust
beneficially owns approximately 75% of Gruppo Spigadoro and may be deemed to
control Gruppo Spigadoro. Mr. Agam and members of his family are the
beneficiaries of the Agam Family Trust. As a result of such possible control,
the Agam Family Trust may be deemed to beneficially own all of the shares of
Common Stock beneficially owned by Gruppo Spigadoro for the purposes of
Regulation 13D. The Agam Family Trust disclaims beneficial ownership of the
shares of Common Stock owned by Gruppo Spigadoro which are attributable to the
25% interest in Gruppo Spigadoro not beneficially owned by the Agam Family Trust
and which the Agam Family Trust may be deemed to beneficially own based upon its
possible control of Gruppo Spigadoro. This Schedule 13D shall not be deemed an
admission that the Agam Family Trust is the beneficial owner of such shares for
purposes of this Schedule 13D or for any other purpose.
Item 3. Source and Amount of Funds or Other Consideration.
Under a Stock Purchase Agreement, dated October 4, 1996, Vertical and
certain other investors purchased in a private placement an aggregate of
1,875,000 shares of Series A Preferred Stock of the Company and warrants to
purchase an aggregate of 1,875,000 shares of Common Stock of the Company, of
which Vertical received 890,152 shares of Series A Preferred Stock and warrants
to purchase 690,152 shares of Common Stock. Vertical paid $1.5 million for these
securities out of its working capital. Upon consummation of the Company's
initial public offering in April 1997, the Company converted the shares of
<PAGE>
Series A Preferred Stock into an equal number of shares of Common Stock. On
December 29, 1999, pursuant to the terms of a Stock Purchase Agreement dated
November 3, 1999 between the Company and Gruppo Spigadoro (the "Stock Purchase
Agreement"), the Company issued 48,366,530 shares of Common Stock and assumed
approximately $20 million of indebtedness of Gruppo Spigadoro in exchange for
all of the outstanding common stock of Petrini, S.p.A., of which 36,125,130
shares of Common Stock were issued to Gruppo Spigadoro.
Item 4. Purpose of Transaction.
The Common Stock was acquired by Gruppo Spigadoro as partial
consideration for the sale of all of the outstanding common stock of Petrini to
the Company by Gruppo Spigadoro pursuant to the terms of the Stock Purchase
Agreement. The Reporting Persons intend to evaluate the performance of the
Common Stock from time to time as an investment in the ordinary course of
business. Depending on such evaluations, the Reporting Persons may acquire
additional shares of Common Stock or may determine to sell or otherwise dispose
of all or some of the Common Stock. Whether the Reporting Persons actually
effect such sales will depend on their continuing evaluation of the diversity of
their investment portfolios, as well as the price level of the Common Stock,
available opportunities to dispose of the Common Stock, conditions in the
securities markets and general economic and industry conditions. These sales may
take place in the open market, through privately negotiated transactions with
third parties, or through any other manner permitted by applicable law.
Except as disclosed herein, neither of the Reporting Persons nor any
of their executive officers, directors or control persons, has any current plans
or proposals with respect to any of the items described in (a) through (j) of
Item 4.
Item 5. Interest of Securities of the Issuer.
As of January 10, 2000, there were 60,892,099 shares of Common Stock
issued and outstanding. As of January 10, 2000, for the purposes of Rule 13d-3,
Vertical beneficially owned an aggregate of 1,580,000 shares of Common Stock, or
approximately 2.6% of the issued and outstanding shares of Common Stock,
including (i) 690,152 shares issuable upon exercise of warrants beneficially
owned by Vertical and exercisable within 60 days and (ii) 71,212 shares which
are held in escrow but which Vertical retains the power to vote. Vertical has
sole power to vote or to direct the vote of the shares of Common Stock
beneficially owned by Vertical. Vertical has sole power to dispose or to direct
the disposition of 1,509,092 shares of Common Stock, including 690,152 shares
issuable upon exercise of warrants beneficially owned by Vertical and
exercisable within 60 days. Vertical has shared power to dispose or to direct
the disposition of 71,212 shares which are held in escrow but which Vertical
retains the power to vote.
Through various intermediate entities, a trust, the beneficiaries of
which are members of the Agam family, beneficially owns all of the capital stock
of Vertical. As a result, this trust may be deemed to beneficially own all of
the shares of Common Stock beneficially owned by Vertical for the purposes of
Regulation 13D.
Vertical's beneficial ownership excludes an aggregate of 660,526
shares and 890,151 shares issuable upon exercise of warrants held by Behala
Anstalt, Lupin Investment Services Ltd. and Henilia Financial Ltd. (the
"Vertical Assignees"). Pursuant to agreements with third party investors in each
Vertical Assignee, Vertical owns equity interests in each Vertical Assignee
entitling it to varying percentages of the profits resulting from the sale of
the shares held by each Vertical Assignee. In addition, pursuant to agreements
with the Vertical Assignees, the trustee of each Vertical Assignee has voting
and dispositive power over the shares held by each Vertical Assignee, although
Vertical retains the right to appoint or terminate the appointment of the
trustee. Also excludes 69,605 shares owned by Viktor Vogt in which Vertical does
not have any voting or dispositive power. However, under an agreement between
Vertical and Dr. Vogt, Vertical has the right to receive a portion of the
proceeds of the sale of these shares by Dr. Vogt.
<PAGE>
As of January 10, 2000, for the purposes of Rule 13d-3, Gruppo
Spigadoro beneficially owned an aggregate of 36,125,130 shares of Common Stock,
or approximately 59.3% of the issued and outstanding shares of Common Stock,
including 6,120,700 shares which are beneficially owned by Gruppo Spigadoro and
have been placed in escrow to secure the repayment by the Company of promissory
notes held by Carlo Petrini, a director of the Company. Gruppo Spigadoro has
sole power to vote or to direct the vote and the sole power to dispose or to
direct the disposition of 36,125,130 shares of Common Stock.
Through various intermediate entities, the Agam Family Trust
beneficially owns approximately 75% of Gruppo Spigadoro and may be deemed to
control Gruppo Spigadoro. Mr. Agam and members of his family are the
beneficiaries of the Agam Family Trust. As a result of such possible control,
the Agam Family Trust may be deemed to beneficially own all of the shares of
Common Stock beneficially owned by Gruppo Spigadoro for the purposes of
Regulation 13D. The Agam Family Trust disclaims beneficial ownership of the
shares of Common Stock owned by Gruppo Spigadoro which are attributable to the
25% interest in Gruppo Spigadoro not beneficially owned by the Agam Family Trust
and which the Agam Family Trust may be deemed to beneficially own based upon its
possible control of Gruppo Spigadoro. This Schedule 13D shall not be deemed an
admission that the Agam Family Trust is the beneficial owner of such shares for
purposes of this Schedule 13D or for any other purpose.
Except as described above, neither of the Reporting Persons has shared
power to vote or to direct the vote or shared power to dispose or to direct the
disposition of any shares of Common Stock.
Except as described herein in connection with the Petrini acquisition,
during the past sixty days, there were no transactions in the shares of Common
Stock, or securities convertible into or exchangeable for shares of Common
Stock, by either of the Reporting Persons or any person or entity controlled by
such Reporting Person or any person or entity for which such Reporting Person
possesses voting control over the securities thereof, except as described in
this Schedule 13D.
No other person is known by the Reporting Persons to have the right to
receive or power to direct dividends from, or proceeds from the sale of, shares
of Common Stock beneficially owned by the Reporting Persons, except as described
under Item 6.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except as described below, no contracts, arrangements, understandings
or similar relationships exist with respect to the securities of the Company
between either of the Reporting Persons and any person or entity.
In connection with the Company's initial public offering, Vertical and
certain other stockholders of the Company entered into an escrow agreement dated
March 27, 1997 pursuant to which shares of Common Stock owned by such
stockholders were deposited into escrow. These shares of Common Stock, including
the 71,212 shares owned by Vertical, will be canceled unless the Company's stock
price reaches certain price targets prior to March 31, 2000. Vertical retains
the power to vote the 71,212 shares of Common Stock owned by Vertical while the
shares are held in escrow.
<PAGE>
Gruppo Spigadoro and Carlo Petrini, a director of the Company, entered
into an agreement dated November 5, 1999 pursuant to which 6,120,700 shares of
Common Stock which are beneficially owned by Gruppo Spigadoro have been placed
in escrow to secure the repayment by the Company of promissory notes held by Mr.
Petrini.
Item 7. Materials to be Filed as Exhibits.
(1) Agreement dated November 5, 1999 among Mr. Carlo Petrini, Gruppo
Spigadoro, N.V. and Finnat Fiduciaria S.p.A.
(2) Escrow Agreement dated as of March 27, 1997 among the Company,
American Stock Transfer and Trust Company and the stockholders named therein.
(3) Joint Filing Agreement dated as of January 23, 2000 by and between
Vertical Financial Holdings and Gruppo Spigadoro, N.V.
<PAGE>
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete, and correct.
Dated: January 27, 2000
VERTICAL FINANCIAL HOLDINGS
By: /s/Jacob Agam
Name: Jacob Agam
Title: Chairman of the Board and Chief
Executive Officer
GRUPPO SPIGADORO, N.V.
By: /s/Jacob Agam
Name: Jacob Agam
Title: Chairman of the Board
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (See 18 U.S.C. 1001)
<PAGE>
EXHIBIT INDEX
Page No. In
Sequential
Numbering
Exhibit No. Exhibit Name System
(1) Agreement dated November 5, 1999 among Mr. Carlo
Petrini, Gruppo Spigadoro, N.V. and Finnat
Fiduciaria S.p.A.
(2) Escrow Agreement dated as of March 27, 1997 among
the Company, American Stock Transfer and Trust
Company and the stockholders named therein.
(3) Joint Filing Agreement dated as of January 23, 2000
by and between Vertical Financial Holdings and
Gruppo Spigadoro, N.V.
<PAGE>
Exhibit 1
Finnat Fiduciaria S.p.A.
Palazzo Altieri
Piazza del Gesu, 49
Rome
Mr. Roberto Casasole
(Managing Director)
Dear Sirs,
1. Please find attached herewith (i) the share certificates no. 15, 16, 17,
19, 20 and 21 issued by Petrini S.p.A. (hereinafter, the "Certificates"), a
company with registered office in Bastia Umbra (Perugia), Via IV Novembre
no. 2/4 (hereinafter, "Petrini"), all indicating as last endorsee Gruppo
Spigadoro NV, a company incorporated under the laws of the Netherlands, and
subsequently all endorsed in pledge by the latter in favor of Mr. Carlo
Petrini (which for the certificates no. 19, 20 and 21 acts as special
attorney of Giorgio Petrini by virtue of a general power of attorney
delivered on June 16, 1998) all of which represent no. 22,901,802 shares
and (ii) the original of (a) New First Promissory Note issued on November
5, 1999 by Gruppo Spigadoro NV in favor of Mr. Carlo Petrini as
acknowledgment of the debt of USD 1 million concerning the payment, to be
made within March 31, 2000, of the second installment of the consideration
due for the purchase of shares corresponding to 11% of the share capital of
Petrini, (b) New Second Promissory Note issued on November 5, 1999 by
Gruppo Spigadoro NV in favor of Mr. Carlo Petrini as acknowledgment of the
debt for further USD 6.150 million relating to the payment, to be made
within December 31, 2000, of the third installment of the consideration due
the purchase of shares corresponding to a further 12% of the share capital
of Petrini and (c) New Third Promissory Note issued on November 5, 1999 by
Gruppo Spigadoro NV in favor of Mr. Carlo Petrini as acknowledgment of debt
for USD 15 million relating to the payment of the fourth installment of
payment, to be made within 36 months starting from August 11, 1998, of the
consideration due for the purchase of shares corresponding to 33% of share
capital of Petrini (hereinafter, the New First Promissory Note, the New
Second Promissory Note, the New Third Promissory Note are collectively
referred to as the "New Promissory Notes").
2. The aforementioned Certificates shall be delivered to you for escrow and
custody pursuant to art. 2786 c.c., second paragraph, by the undersigned
Mr. Carlo Petrini (also in the name and on behalf of Mr. Giorgio Petrini)
and by the undersigned Mr. Mario Amoroso (acting as legal representative of
Gruppo Spigadoro NV by virtue of a special power of attorney issued on
November 3, 1999) and the abovementioned New Promissory Notes, which are
delivered to you for escrow and custody by Mr. Carlo Petrini (also in the
name and on behalf of Mr. Giorgio Petrini), shall be released individually
or collectively to the persons indicated hereinbelow in accordance with the
following instructions.
3. With respect to the Certificates and the New Promissory Notes, to the
persons, both individually and collectively, which were jointly indicated
in writing by Mr. Carlo Petrini and Gruppo Spigadoro NV. In such a case the
delivery of securities shall occur within 48 hours from such joint request
and in accordance with the terms provided for by such request.
4. With respect to the Certificates, to Gruppo Spigadoro NV or to its
representative upon request of Gruppo Spigadoro NV and following the
confirmation by Banca Finnat Euramerica (by means of notice in the form of
Enclosure 1) of the received payment, within and not later than 24:00 h. of
the last maturity date listed hereinbelow, in favor of Mr. Carlo Petrini of
all the sums indicated in the following schedule. In addition, upon the
payment of each maturity date indicated hereinbelow, the relevant New
Promissory Note shall be delivered to Gruppo Spigadoro or its legal
representative.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Payment Maturity Date Promissory Note
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
USD 1 million March 31, 2000 New First Promissory Note
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
USD 6,150 million December 31, 2000 New Second Promissory Note
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
USD 15 million* August 12, 2001 New Third Promissory Note
- ------------------------------------------------------------------------------------------------
* Plus interest of 7% on annual basis and calculated starting from January 1, 2001
</TABLE>
5. In addition, it is understood that the Certificates and the New Promissory
Notes shall be delivered by you to Gruppo Spigadoro NV upon request of same
also in case that, alternatively to the abovementioned payment in cash, you
will receive within February 29, 2000:
o notice (in the form of Enclosure 2) by the legal representative of the
company IAT Multimedia, Inc. that the transaction concerning the
acquisition of 100% of the share capital of Petrini by IAT Multimedia,
Inc. is closed;
o the document of original credit issued by IAT Multimedia, Inc. in the
form of Enclosure 3). You shall promptly deliver such document to Mr.
Carlo Petrini;
o the document of original credit issued by IAT Multimedia, Inc. in the
form of Enclosure 4). You shall promptly deliver such document to Mr.
Carlo Petrini;
o the document of original credit issued by IAT Multimedia, Inc. in the
form of Enclosure 5). You shall promptly deliver such document to Mr.
Carlo Petrini;
o notice in the form of Enclosure 6), of the deposit on a securities
dossier (dossier titoli) opened in favor of Mr. Carlo Petrini for no.
12,241,400 common shares of IAT Multimedia, Inc.;
o notice in the form of Enclosure 7), of the deposit on a securities
dossier (dossier titoli) opened in favor of Finnat Fiduciaria S.p.A.
of no. 6,120,700 common shares of IAT Multimedia, Inc.. With respect
to such shares Gruppo Spigadoro NV hereby irrevocably instructs Finnat
Fiduciaria S.p.A. to transfer such shares to Carlo Petrini on July 3,
2000 in case that, within June 30, 2000, IAT Multimedia, Inc. has not
complied with its payment obligations to Carlo Petrini concerning the
documents of credits under enclosures 3) and 4).
6. With respect to the voting rights granted to the shares represented in the
abovementioned Certificates the undersigned have agreed that such rights
shall pertain to Gruppo Spigadoro NV departing from article 2352 I.C.C.
until a breach is made of any of the obligation of cash payment provided
for by article 4 of this letter and provided that such payment obligations
are still effective due to failure to fulfill the alternative obligations
provided for by subparagraph 5 above. At the occurrence of a breach of any
cash payment obligation, provided that such payment obligations are still
effective due to failure to fulfill the alternative obligations provided
for by subparagraph 5 above, all the voting rights granted to the
Certificates shall be exercised by Carlo Petrini. As a consequence you
shall perform, upon request of Gruppo Spigadoro NV or of Mr. Carlo Petrini,
as applicable, any necessary formalities in order to consent to the
exercise of such rights on basis of the agency (mandato di cassa) granted
to you by Petrini.
7. It is understood that Gruppo Spigadoro NV shall be entitled to pay in
advance the total amount due. In this case the provisions under 4 above
shall apply with respect to the date of advanced payment of the total
amount indicated under 4.
8. In case of legal action threatened or brought against the Fiduciaria
relating to the Certificates or New Promissory Notes Finnat Fiduciaria
S.p.A. (hereinafter, the "Fiduciaria") shall promptly inform Mr. Carlo
Petrini and Gruppo Spigadoro NV thereof giving any smaller detail of such
actions.
9. All notices addressed to Gruppo Spigadoro NV shall be sent to the attention
of Mr. Mario Amoroso and Mr. Fabio Labruna at the law firm Gianni Origoni &
Partners, Via Quattro Fontane, no. 20, I - 00184, Roma.
<PAGE>
10. This proxy is for a valuable consideration and the relevant commissions
shall be borne by Gruppo Spigadoro NV. By accepting the proxy the
Fiduciaria declares that the obligations undertaken are within its business
purposes.
11. Mr. Carlo Petrini and Gruppo Spigadoro NV declare to indemnify Fiduciaria
against any damage which may arise out of the performance of this proxy, it
being understood that such indemnification shall not apply in case of
wilfulness, guilt or breach of the Fiduciaria.
12. This collective proxy is revocable with respect to the deposit of
certificates pursuant to article 1726 I.C.C.. With respect to the deposit
of the New Promissory Notes the proxy is irrevocable and shall be deemed
granted by Mr. Carlo Petrini in the interest of Gruppo Spigadoro NV
pursuant to article 1723 I.C.C.. We would be very grateful if You could
execute a copy of this letter as receipt of Certificates, New Promissory
Notes and acceptance of instructions.
Rome, November 5, 1999.
/s/Carlo Petrini /s/Mario Amoroso
- ---------------- ----------------------------
Mr. Carlo Petrini Mr. Mario Amoroso
(for itself (acting as attorney of Gruppo
and acting as attorney of Mr. Giorgio Petrini) Spigadoro NV)
For acceptance:
- -------------------------
Mr. Roberto Casasole
Finnat Fiduciaria S.p.A.
<PAGE>
Exhibit 2
ESCROW AGREEMENT
AGREEMENT, dated as of the 26th day of March, 1997 and effective as of
the Effective Date, as defined herein, by and among American Stock Transfer &
Trust Company, a New York corporation (hereinafter referred to as the "Escrow
Agent"), IAT Multimedia, Inc., a Delaware corporation (the "Company"), and the
stockholders of the Company who have executed this agreement (hereinafter
collectively called the "Stockholders").
WHEREAS, the Company contemplates a public offering ("Public
Offering") of shares of its Common Stock, par value $.01 per share (the "Common
Stock"), through Royce Investment Group, Inc. as underwriter (the "Underwriter")
pursuant to a Registration Statement (the "Registration Statement") on Form S-1
filed with the Securities and Exchange Commission ("SEC"); and
WHEREAS, in connection with the Public Offering the Stockholders have
agreed to deposit in escrow an aggregate of 498,285 shares of Common Stock, upon
the terms and conditions set forth herein.
In consideration of the mutual covenants and promises herein
contained, the parties hereto agree as follows:
1. The Stockholders and the Company hereby appoint American Stock
Transfer & Trust Company as Escrow Agent and agree that the Stockholders will,
following the filing of the Registration Statement relating to the Public
Offering, deliver to the Escrow Agent to hold in accordance with the provisions
hereof, certificates representing an aggregate of 498,285 shares of Common Stock
owned of record by the Stockholders in the respective amounts set forth on
Exhibit A hereto (the "Escrow Shares"), together with stock powers executed in
blank. The Escrow Agent, by its execution and delivery of this Agreement, hereby
<PAGE>
acknowledges receipt of the Escrow Shares and accepts its appointment as Escrow
Agent to hold the Escrow Shares in escrow, upon the terms, provisions and
conditions hereof.
2. This Agreement shall become effective upon the date on which the
Securities and Exchange Commission declares effective the Registration Statement
("Effective Date") and shall continue in effect until the earlier of (i) the
date specified in paragraph 4(e) hereof or (ii) the distribution by the Escrow
Agent of all of the Escrow Shares in accordance with the terms hereof (the
"Termination Date"). The period of time from the Effective Date until the
Termination Date is referred to herein as the "Escrow Period."
3. During the Escrow Period, the Escrow Agent shall receive all of the
money, securities, rights or property distributed in respect of the Escrow
Shares then held in escrow, including any such property distributed as dividends
or pursuant to any stock split, merger, recapitalization, dissolution, or total
or partial liquidation of the Company, such property to be held and distributed
as herein provided and hereinafter referred to collectively as the "Escrow
Property."
4. (a) The Escrow Shares are subject to release to the Stockholders
only in the event the conditions set forth herein are met. The Escrow Agent,
upon notice to such effect from the Company as provided in paragraph 5 hereof,
shall deliver the Escrow Shares, together with stock powers executed in blank,
and the Escrow Property deposited in escrow with respect to such Escrow Shares,
to the respective Stockholders, if, and only if, one of the following conditions
is met:
<PAGE>
(i) 166,095 shall be released from escrow if, for the fiscal year
ending December 31, 1997, the Company's "Minimum Revenues" (as
defined below) equal or exceed $5,500,000;
(ii) 166,095 Escrow Shares (or, if the condition set forth in (i)
above was not met, 332,190 Escrow Shares) shall be released from
escrow, if, for the fiscal year ending December 31, 1998, the
Minimum Revenues equal or exceed $8,000,000;
(iii)166,095 Escrow Shares (or, if the conditions set forth in either
(i) or (ii) were not met, all remaining Escrow Shares) shall be
released if, for the fiscal year ending December 31, 1999, the
Minimum Revenues equal or exceed $12,000,000 and the Company's
income before provision for taxes, determined as set forth below
(the "Minimum Pretax Income') equal or exceed $1,0000,000;
(iv) All of the Escrow Shares shall be released if the Closing Price
(as defined herein) of the Company's Common Stock shall average
in excess of $13.00 per share for any 30 consecutive business
days during the period commencing on the 24th month after the
Effective Date; or
(v) All of the Escrow Shares shall be released if the Company is
acquired by or merged into another entity in a transaction in
which stockholders of the Company receive per share consideration
(after taking into account any Escrow Shares released from escrow
in connection with such transaction) at least equal to the level
set forth in (iv) above.
(b) As used in this Section 4, the term "Closing Price" shall be
subject to adjustments in the event of any stock dividend, stock distribution,
stock split or other similar event and shall mean:
(i) If the principal market for the Common Stock is a national
securities exchange or the Nasdaq National Market, the closing
sales price of the Common Stock as reported by such exchange or
market, or on a consolidated tape reflecting transactions on such
exchange or market; or
(ii) if the principal market for the Common Stock is not a national
securities exchange or the Nasdaq National Market and the Common
Stock is quoted on the Nasdaq SmallCap Market, the closing bid
price of the Common Stock as quoted on the Nasdaq SmallCap
Market; or
<PAGE>
(iii)if the principal market for the Common Stock is not a national
securities exchange or the Nasdaq National Market and the Common
Stock is not quoted on the Nasdaq SmallCap Market, the closing
bid for the Common Stock as reported by the National Quotation
Bureau, Inc. ("NQB") or at least two market makers in the Common
Stock if quotations are not available from NQB but are available
from market makers.
(c) The determination of Minimum Revenues and Minimum Pretax Income
shall be (i) calculated exclusive of any extraordinary earnings or charges
(including any charges incurred in connection with the release from escrow of
the Escrow Shares and any Escrow Property in respect thereof pursuant to the
provisions of this paragraph 4); (ii) derived solely from the businesses owned
and operated by the Company as of the closing date of the Public Offering and
shall not give effect to any operations relating to businesses or assets
acquired after such date; and (iii) audited by the Company's independent public
accountants.
(d) If the Escrow Agent has not received the notice provided for in
Paragraph 5 hereof and delivered all of the Escrow Shares and related Escrow
Property in accordance with the provisions of this Paragraph 4 on or prior to
the earlier of (i) the date of the closing of a transaction referred to in
subparagraph 4(a)(v) or (ii) March 31, 2000, the Escrow Agent shall deliver the
certificates representing the remaining Escrow Shares, together with stock
powers executed in blank, and any related Escrow Property to the Company to be
placed in the Company's treasury for cancellation thereof as a contribution to
capital. After such date, the Stockholders shall have no further rights as a
stockholder of the Company with respect to any of the cancelled Escrow Shares.
5. Upon the occurrence or satisfaction of any of the events or
conditions specified in Paragraph 4 hereof, the Company shall promptly give
appropriate notice to the Escrow Agent, the Underwriter (and if the transfer
agent of the Company's Common Stock is different from the Escrow Agent, such
transfer agent) and present such documentation as is reasonably required by the
Escrow Agent to evidence the satisfaction of such conditions.
6. It is understood and agreed by the parties to this Agreement as
follows:
(a) The Escrow Agent is not and shall not be deemed to be a trustee
for any party for any purpose and is merely acting as a depository and in a
ministerial capacity hereunder with the limited duties herein prescribed.
(b) The Escrow Agent does not have and shall not be deemed to have any
responsibility in respect of any instruction, certificate or notice delivered to
it or of the Escrow Shares or any related Escrow Property other than faithfully
to carry out the obligations undertaken in this Agreement and to follow the
directions in such instruction or notice provided in accordance with the terms
hereof.
(c) The Escrow Agent is not and shall not be deemed to be liable for
any action taken or omitted by it in good faith and may rely upon, and act in
accordance with, the advice of its counsel without liability on its part for any
action taken or omitted in accordance with such advice. In any event, its
liability hereunder shall be limited to liability for gross negligence, willful
misconduct or bad faith on its part.
(d) The Escrow Agent may conclusively rely upon and act in accordance
with any certificate, instruction, notice, letter, facsimile, telegram,
cablegram or other written instrument believed by it to be genuine and to have
been signed by the proper party or parties.
<PAGE>
(e) The Company agrees (i) to pay the Escrow Agent's reasonable fees
and to reimburse it for its reasonable expenses including attorney's fees
incurred in connection with duties hereunder and (ii) to save harmless,
indemnify and defend the Escrow Agent for, from and against any loss, damage,
liability, judgment, cost and expense whatsoever, including counsel fees,
suffered or incurred by it by reason of, or on account of, any misrepresentation
made to it or its status or activities as Escrow Agent under this Agreement
except for any loss, damage, liability, judgment, cost or expense resulting from
gross negligence, willful misconduct or bad faith on the part of the Escrow
Agent. The obligation of the Escrow Agent to deliver the Escrow Shares to either
the Stockholders or the Company shall be subject to the prior satisfaction upon
demand from the Escrow Agent, of the Company's obligations to so save harmless,
indemnify and defend the Escrow Agent and to reimburse the Escrow Agent or
otherwise pay its fees and expenses hereunder.
(f) The Escrow Agent shall not be required to defend any legal
proceeding which may be instituted against it in respect of the subject matter
of this Agreement unless requested to do so by the Stockholders and indemnified
to the Escrow Agent's satisfaction against the cost and expense of such defense
by the party requesting such defense. If any such legal proceeding is instituted
against it, the Escrow Agent agrees promptly to given notice of such proceeding
to the Stockholders and the Company. The Escrow Agent shall not be required to
institute legal proceedings of any kind.
(g) The Escrow Agent shall not, by act, delay, omission or otherwise,
be deemed to have waived any right or remedy it may have either under this
Agreement or generally, unless such waiver be in writing, and no waiver shall be
<PAGE>
valid unless it is in writing, signed by the Escrow Agent, and only to the
extent expressly therein set forth. A waiver by the Escrow Agent under the term
of this Agreement shall not be construed as a bar to, or waiver of, the same or
any other such right or remedy which it would otherwise have on any other
occasion.
(h) The Escrow Agent may resign as such hereunder by giving 30 days
written notice thereof to the Stockholders and the Company. Within 20 days after
receipt of such notice, the Stockholders and the Company shall furnish to the
Escrow Agent written instructions for the release of the Escrow Shares and any
related Escrow Property (if such shares and property, if any, have not yet been
released pursuant to Paragraph 4 hereof) to a substitute Escrow Agent which
(whether designated by written instructions from the Stockholders and the
Company jointly or in the absence thereof by instructions from a court of
competent jurisdiction to the Escrow Agent) shall be a bank or trust company
organized and doing business under the laws of the United States or any state
thereof. Such substitute Escrow Agent shall thereafter hold any Escrow Shares
and any related Escrow Property received by it pursuant to the terms of this
Agreement and otherwise act hereunder as if it were the Escrow Agent originally
named herein. The Escrow Agent's duties and responsibilities hereunder shall
terminate upon the release of all shares then held in escrow according to such
written instruction or upon such delivery as herein provided. This Agreement
shall not otherwise be assignable by the Escrow Agent without the prior written
consent of the Company.
7. The Stockholders shall have the sole power to vote the Escrow
Shares and any securities deposited in escrow under this Agreement while they
are being held pursuant to this Agreement.
<PAGE>
8. (a) Each of the Stockholders agrees that during the term of this
Agreement he will not sell, transfer, hypothecate, negotiate, pledge, assign,
encumber or otherwise dispose of any or all of the Escrow Shares set forth
opposite his name on Exhibit A hereto, unless and until the Company shall have
given the notice as provided in Paragraph 5. This restriction shall not be
applicable to transfers upon death, by operation of law, to family members of
the Stockholders or to any trust for the benefit of the Stockholders, provided
that such transferees agree to be bound by the provisions of this Agreement.
(b) The Stockholders will take any action necessary or appropriate,
including the execution of any further documents or agreements, in order to
effectuate the transfer of the Escrow Shares to the Company if required pursuant
to the provisions of this Agreement.
9. Each of the certificates representing the Escrow Shares will bear
legends to the following effect, as well as any other legends required by
applicable law:
(a) "The sale, transfer, hypothecation, negotiation, pledge,
assignment, encumbrance or other disposition of the shares
evidenced by this certificate are restricted by and are subject
to all of the terms, conditions and provisions of a certain
Escrow Agreement entered into among American Stock Transfer &
Trust Company, IAT Multimedia, Inc. and its Stockholders, dated
as of _________, 1997, a copy of which may be obtained from IAT
Multimedia, Inc.. No transfer, sale or other disposition of these
shares may be made unless specific conditions of such agreement
are satisfied.
(b) "The shares evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended. No
transfer, sale or other disposition of these shares may be made
unless a registration statement with respect to these shares has
become effective under said act, or the Company is furnished with
an opinion of counsel satisfactory in form and substance to it
that such registration is not required."
<PAGE>
Upon execution of this Agreement, the Company shall direct the
transfer agent for the Company to place stop transfer orders with respect to the
Escrow Shares and to maintain such orders in effect until the transfer agent and
the Underwriter shall have received written notice from the Company as provided
in Paragraph 5.
10. Each notice, instruction or other certificate required or
permitted by the terms hereof shall be in writing and shall be communicated by
personal delivery, facsimile or registered or certified mail, return receipt
requested, to the parties hereto at the addresses set forth below, or at such
other address as any of them may designate by notice to each of the others:
(i) If to the Company, to:
IAT Multimedia, Inc.
Geschaftshaus Wasserschloss Aarestrasse 17
CH-5300 Vogelsang-Turgi, Switzerland
Attn: Dr. Viktor Vogt
Facsimile: 011-41-56-223-5023
(ii) If to the Stockholders to their respective addresses
as set forth on Exhibit A hereto.
(iii) If to the Escrow Agent, to:
American Stock Transfer & Trust Company
Two Broadway, 19th Floor
New York, New York 10004
Facsimile: (718) 331-1852
(iv) If to the Underwriter, to:
Royce Investment Group, Inc.
199 Crossways Park Drive
Woodbury, New York 11797
Attn: Anthony J. Sarkis
Facsimile: (516) 390-2040
All notices, instructions or certificates given hereunder to the Escrow Agent
shall be effective upon receipt by the Escrow Agent. All notices given hereunder
<PAGE>
by the Escrow Agent shall be effective and deemed received upon personal
delivery or transmission by fax or, if mailed, five (5) calendar days after
mailing by the Escrow Agent.
A copy of all communications sent to the Company, the Stockholders or
the Escrow Agent shall be sent by ordinary mail to Baker & McKenzie, 805 Third
Avenue, New York, New York 10022, Attention: Malcolm I. Ross, Esq. A copy of all
communications sent to the Underwriter shall be sent by ordinary mail to
Bachner, Tally, Polevoy & Misher LLP, 380 Madison Avenue, New York, NY 10017
Attention: Steven Fishman, Esq.
11. Except as set forth in paragraph 12 hereof, this Agreement may not
be modified, altered or amended in any material respect or cancelled or
terminated except with the prior consent of the holders of all of the
outstanding shares of Common Stock of the Company.
12. In the event that (i) the Registration Statement is not declared
effective by the SEC within one year from the date of the filing of the
Registration Statement with the SEC or (ii) the Public Offering is not
consummated within twenty-five (25) days of the Effective Date of the
Registration Statement, this Agreement shall terminate and be of no further
force and effect and the Escrow Agent, upon written notice from both the Company
and the Underwriter in accordance with paragraph 10 hereof of such termination,
will return the Escrow Shares and any Escrow Property in respect thereof to the
Stockholders.
13. This Agreement shall be governed by and construed in accordance
with the laws of New York without reference to principles of conflict of laws
and shall be binding upon and inure to the benefit of all parties hereto and
their respective successors in interest and assigns.
14. This Agreement may be executed in several counterparts, which
taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers on the day and year first above
written.
IAT MULTIMEDIA, INC.
By: /s/Jacob Agam
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: Barry Garfinkel
STOCKHOLDERS:
/s/Klaus-Dirk Sippel
___________________________
Klaus-Dirk Sippel
/s/H.J. Henning
___________________________
H.J. Henning
/s/Volker Walther
___________________________
Volker Walther
/s/Waltger Glas
___________________________
Walther Glas
/s/Richard Suter
___________________________
Richard Suter
<PAGE>
/s/R. Klein Handel GmbH
___________________________
R. Klein Handel GmbH
/s/Viktor Vogt
___________________________
Viktor Vogt
/s/Klaus Grissemann
___________________________
Klaus Grissemann
/s/Wilhelm Gudauski
___________________________
Wilhelm Gudauski
/s/Franz Muller
___________________________
Franz Muller
/s/Monica Germann
___________________________
Monica Germann
/s/Barbara Scheibler
__________________________
Barbara Scheibler
/s/Arne Futterer
___________________________
Arne Futterer
/s/Christian Leffering
___________________________
Christian Leffering
/s/Czeslaw Paulus
___________________________
Czeslaw Paulus
/s/Cornelis Holthuizen
___________________________
Cornelis Holthuizen
/s/Peter Freitag
___________________________
Peter Freitag
<PAGE>
/s/bmp Management Consultant GmbH
_________________________________
bmp Management Consultant GmbH
/s/Urs Stamm
___________________________
Urs Stamm
/s/Vertical Financial Holdings
______________________________
Vertical Financial Holdings
/s/Avi Suriel
___________________________
Avi Suriel
/s/Behala Anstalt
___________________________
Behala Anstalt
/s/Henilia Financial Ltd., Belize
___________________________
Henilia Financial Ltd., Belize
/s/Lupin Investment Services Ltd.
___________________________
Lupin Investment Services Ltd.
<PAGE>
Exhibit 3
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D filing herewith relating
to the shares of common stock of Spigadoro, Inc. is filed jointly on behalf of
each of the undersigned pursuant to Rule 13d-1(k).
Dated: January 27, 2000
VERTICAL FINANCIAL HOLDINGS
By: /s/Jacob Agam
Name: Jacob Agam
Title: Chairman of the Board and Chief
Executive Officer
GRUPPO SPIGADORO, N.V.
By: /s/Jacob Agam
Name: Jacob Agam
Title: Chairman of the Board
