SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 4, 2000
AMERICAN ACCESS TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter
Florida 59-3410234
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(State or other jurisdiction (IRS Employer Identification No.
of incorporation)
37 Skyline Dr. Suite 1101, Lake Mary, FL 32746
Registrant's telephone number, including area code: (407) 333-1446
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Item 2. Disposition of Assets
On April 4, 2000, American Access Technologies, Inc. disposed of a
Promissory Note made by Universal Beverages Holding Corp. in the amount of
$500,000 plus 15% interest, of which $75,000 had accrued since Universal
defaulted on the note in March, 1999. The note was sold without recourse to
McLean Ventures, a Virginia corporation, for a total of $575,000. McLean paid an
initial cash conideration of $250,000, with the balance of $325,000 due on
October 31, 2000 with interest at 15%. The note has been guaranteed by Manuel
Iglesias for value received.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following Exhibits are filed herewith:
Exhibit No. Description
1. Original Promissory Note executed by Universal Beverages
Holding Corp.
2. Promissory Note for $325,000 by McLean Ventures, Inc.
3. Purchase of Note and Assignment Agreement with McLean
Ventures, Inc.
4. Guaranty of Payment by Manuel E. Iglesias
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN ACCESS TECHNOLOGIES, INC.
April 6, 2000 By: /s/ John Presley
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John Presley, President
Amount: $500,000.00 Date: September 1, 1998
NOTE
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FOR VALUE RECEIVED, the undersigned promises to pay to the order of
American Access Technologies, Inc. the principal sum of five HUNDRED THOUSAND
AND NO/100TH ($500,000.00) DOLLARS plus interest at the rate of 15% per annum,
payable in lawful money of the United States of America payable as follows:
Principal amount of $500,000.00 plus all accrued interest in the amount
of $6,250.00 due and payable on October 1, 1998. If the accred interest is paid
on the due date, this Note shall be extended for an additional 30 day period and
subsequent 30 date periods thereafter at the option of the undersigned. This
Note may be declared payable at any time by the holder upon giving the
undersigned 30 days written notice.
The undersigned reserves the privilege to prepay in part or in full the
principal balance hereof, provided that any such partial prepayments shall not,
in any manner, affect the time for or amount of any regular installment payment
as it become due.
If any payment of principal or of interest on this Note or other sum
due hereunder is not paid when due, or if any Event of default occurs on the
Security Agreement then this Note shall be in default. If any default in this
Note is not fully cured within ten (10) days after occurrence thereof, the
Lender, at its option, may declare the entire unpaid Principal balance of this
Note, together with accrued interest, to be immediately due and payable without
notice or demand.
In the event this Note is enforced or collected by the holder hereof
after default hereunder, all costs of collection. Including reasonable
attorneys' fees (including appellate attorneys' fees) shall be paid by the
undersigned, whether or not court proceeding are commenced.
The principal balance and any accrued interest shall bear interest at
the rate of eighteen (18%) percent per annum, from and after maturity until
paid.
The total liability of the undersigned for payment of interest shall not exceed
the amount allowed by law in the State of Florida, and if any payments charged
to the undersigned constitute interest in excess of such maximum amount, the
holder hereof shall apply such excess of such maximum amount to the reduction of
the unpaid principal amount due pursuant hereto.
This Note is secured by a Security Agreement of even date herewith and reference
is made to the Security Agreement for rights as to acceleration of the
indebtedness evidenced by this Note.
This Note is to be construed and enforced according to the laws of the
State of Florida.
UNIVERSAL BEVERAGES HOLDINGS, CORP - A
Florida corporation
BY: /s/ Jon Moore
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Jon Moore, Chairman
UNIVERSAL BEVERAGES INC,
A Florida corporation
BY: /s/ Jon Moore
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Jon Moore, Chairman
PROMISSORY NOTE
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$325,000.00 March 31, 2000
FOR VALUE RECEIVED, the undersigned, McLean Ventures Corporation, a
corporation organized and existing under the laws of the Commonwealth of
Virginia (the "Debtor"), promises to pay to American Access Technologies, Inc.,
(the "Creditor"), or order or assign, at such place as the Creditor hereof, from
time to time, may designate in writing, the principal sum of Three Hundred
Twenty Five Thousand Dollars ($325,000.00), together with interest at a annual
rate equal of 15% until paid, on or before October 31, 2000.
All payments of the principal of and interest on this Note shall be:
(a) paid in lawful money of the United States of America; and (b) shall be
applied first to any unpaid interest and finance charges, and second to the
unpaid principal balance.
In the event of Debtor's failure to make payment when due and the
continuance of such failure to pay for a period of five (5) days after written
notice (by certified or registered mail or by overnight or other commercial
carrier), this Note shall be considered to be in Default. In the event of
Default as a result of failure of Debtor to make a payment when due hereunder,
Debtor agrees to: (a) pay a late charge equal to ten percent (10%) of the
overdue payment of principal and interest; and (b) pay the costs of collection,
including Creditor's reasonable attorneys' fees not to exceed five percent (5 %)
of the unpaid principal, accrued interest and late charge.
In the event any one or more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, in whole or in part
or in any respect, or in the event that any one or more of the provisions of
this Note operate or would prospectively operate to invalidate this Note then
and in either of those events, such provision or provisions only shall be deemed
null and void and shall not affect any other provision of this Note and the
remaining provisions of this Note shall remain operative and in fun force and
effect and shall in no way be attested, prejudiced or disturbed thereby.
Each right, power and remedy of the Creditor hereunder or under
applicable laws shall be cumulative and concurrent, and the exercise of any one
or more of them shall not preclude the simultaneous or later exercise by the
Creditor of any or all such other rights, powers or remedies. No failure or
delay by the Creditor to insist upon the strict performance of any one or more
provisions of this Note or to exercise any right, power or remedy consequent
upon a breach thereof or default hereunder shall constitute a waiver thereof, or
preclude the Creditor from exercising any such right, power or remedy. By
accepting partial payment after the due date of any amount of principal of or
interest on this Note, the Creditor shall not be deemed to have waived the right
either to require prompt payment when due and payable of all other amounts of
principal of or interest on this Note or to exercise any rights and remedies
available to it in order to collect all such other amounts due and payable under
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this Note. No modification, change, waiver or amendment of this Note shall be
deemed to be made by the Creditor unless in writing signed by the Creditor. and
each such waiver, it any, shall apply only with respect to the specific instance
involved.
The Debtor reserves the right to prepay, at any time, in whole or in
part, the principal due on the Note without prepayment penalty. All payments on
this Note shall be applied first to the payment of accrued interest and the
remainder to the reduction of principal.
Presentment of payment, demand, notice of dishonor, protest and notice
of protest, are hereby expressly waived. Debtor agrees that at any time and from
time to time and with or without consideration, the Creditor may, without notice
to or further consent of Debtor and without in any manner releasing, lessening
or affecting the obligations of Debtor hereunder: (a) release, surrender, waive,
add, substitute, settle, exchange, compromise, modify, extend, or grant
indulgences with respect to: (i) this Note, and (ii) any obligor or guarantor;
and (b) grant any extension or other postponements of the time of payment
hereof.
The Debtor hereby declares that it voluntarily, knowingly and
intelligently makes this waiver of the right to notice except as herein stated
and the right to prejudgment hearing on the merits of Creditor's right to the
payment of all sums then unpaid under this Note. Debtor is well experienced in
matters of commercial transactions. Stay of execution is hereby waived, and the
exemption of personal property from levy and sale on any execution is also
expressly waived.
This Note is made and delivered in the State of Florida and shall be
governed by the laws of the State of Florida.
McLEAN VENTURES CORPORATION
By: /S/ Victor Klingelhofer
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Victor Klingelhofer
President
PURCHASE OF NOTE AND ASSIGNMENT AGREEMENT
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THIS PURCHASE OF NOTE AND ASSIGNMENT AGREEMENT (the "Agreement") is
given on March 31, 2000, by AMERICAN ACCESS TECHNOLOGIES, INC., a Florida
corporation (the "Assignor"), in favor of McLEAN VENTURES, INC., a Virginia
corporation (the "Assignee").
1. Assignment and Consideration. For valuable consideration, the
Assignor hereby assigns, conveys, endorses, sells and transfers, without
recourse, warranty or representation whatsoever except as expressly provided
herein, to the Assignee, its successors and assigns, all of the Assignor's
right, title and interest in and to a promissory note (the "Note") dated
September 3, 1998 made by Universal Beverages Holdings Corporation, a Florida
corporation ("UBHC") and Universal Beverages, Inc., a Florida company ("UBI")
(UBHC and UBI shall be referred to as "Universal") in favor of American in the
original principal amount of Five Hundred Thousand Dollars ($500,000), plus all
accrued and unpaid interest (the "Loan").
2. Payment Terms. The total purchase price for the Note, including all
late charges and accrued interest, is $575,000. Upon execution of this
Agreement, Assignee will make an initial payment to Assignor of $250,000, in the
form of a check issued by Telcoa International Corp. payable to Assignor. The
remaining balance of $325,000 will be paid on or before October 1, 2000, along
with interest on the unpaid balance at 15% per annum from April 1, 2000 until
paid. This indebtedness shall be evidence by a promissory note, the payment of
which will be guaranteed by Manuel E. Iglesias.
3. Release of Security Interest and Guarantor.
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3.1 One of the conditions to the purchase of the Note is that the
Assignor release its security interest in Universals' assets, which it holds
under the terms and conditions of a Security Agreement (Chattel Mortgage) dated
September 3, 1998 (the "Security Agreement") between Universal and American
granting American l a security interest in certain fixtures and personal
property described in said Security Agreement.
3.2 Assignor hereby expressly agrees to release UBHC and UBI from any
and all obligations that may have arisen directly or indirectly under the Loan.
Assignor agrees to return the original Security Agreement and any other original
documents related directly or indirectly to the Loan, such as other security
agreements, pledge agreements, guarantees or agreements of any other type
(collectively, the "Loan Documents") to Universal and will mark "CANCELLED" on
each of those documents. Assignor expressly agrees that it will release any and
all security interests that it has in Universals' assets under the Security
Agreement or any other agreement. Effective as of the date of this Agreement its
security interests in Universals' assets is deemed to be null, void and of no
further force and effect. Assignor agrees to file UCC-3 Termination Statements
with the appropriate filing authorities to evidence the termination of its
security interest. Assignor also agrees that it will file a Voluntary Motion to
Dismiss with prejudice its action for replevin against UBHC, UBI and Bridge Bank
in the Circuit Court of the Fifth Judicial
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Circuit, in and for Lake County, Florida, Civil Division 8, Case No. 00-381CA
(the "Lawsuit");
3.3 Assignor also agrees to release Bridge Bank, Ltd. from any and all
obligations under the Guaranty Agreement that it executed in favor of Assignor.
4. Representations and Warranties. Assignor hereby represents and
warrants to the Assignee the following:
(a) Assignor has not transferred any interest in the Note.
(b) The Note has not been modified or amended.
(c) The unpaid balance (principal and interest) under the Note as of
March 31, 2000 is $500,000, plus accrued interest of $6,250, plus late charges
on both the principal balance and accrued interest at the rate of eighteen (18%)
per annum from October 3, 1998.
(d) No person or entity has participated with the Assignor in the
indebtedness evidenced by the Note.
(e) Assignor is the owner in good title and holder of the Note and has
full right and authority to assign the same to the Assignee.
5. Release and Covenant Not to Sue. For valuable consideration, the
Assignor hereby releases UBHC, UBI and each and every one of their respective
directors, officers, employees, representatives, legal counsel, agents,
subsidiaries, or affiliates (collectively, the "Affiliates") from all claims,
causes of action, damages, judgements, agreements and demands whatsoever,
whether liquidated or unliquidated, contingent or fixed, determined or
undetermined, known or unknown, at law or in equity, which it has had, now has,
or may hereinafter have against UBHC, UBI or its Affiliates for any matter
whatsoever arising directly or indirectly out of or relating to the Loan arising
from the beginning of the world to the end of the world. The Assignor further
agrees never to institute or cause to be instituted any suit or any form or
action or proceeding of any kind or nature against UBHC, UBI or its Affiliates
by reason of or in connection with any of the actions or matters relegated
directly or indirectly to the Loan and the Loan Documents. The Assignor agrees
that this Release shall be construed broadly to protect UBHC and UBI and their
Affiliates.
6. General Provisions.
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6.1 This Agreement and the agreements, instruments, schedules, exhibits
and other writings referred to in this Agreement, constitute the entire
understanding of the parties with respect to the subject matter of this
Agreement. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Agreement may be
amended only by means of a written instrument duly executed by all of the
parties hereto.
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6.2 This Agreement shall not be assigned by either party without the
prior written agreement of the other party. This Agreement will be binding upon,
inure to the benefit of, and be enforceable by and against the respective
successors and assigns of the parties hereto.
6.3 No waiver of any breach or default hereunder shall be considered
valid usnless such waiver is made in writing and signed by the party giving such
waiver. The granting of a waiver by a party in a particular instance shall not
constitute a waiver of future conduct unless expressly specified in the written
instrument granting such waiver. No waiver shall be granted or inferred based
upon the conduct of the parties.
6.4 Each party represents and warrants to the other party hereto that
it has the proper authorization and legal authority to enter into this Agreement
and except as set forth herein has not assigned or transferred its rights in the
Loan Documents and has all right, title and interest in the Loan Documents. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular and plural as the context may require. UBI, UBHC are
intended third-party beneficiaries of this Agreement.
6.5 All notices, claims, certificates, requests, demands or other
communications under this Agreement shall be in writing and will be deemed to
have been duly given when delivered or mailed, registered or certified mail,
postage prepaid, return receipt requested, or by overnight delivery by a
nationally recognized overnight mail service, as follows:
If to Assignee: American Access Technologies, Inc.
John Pressley, President/CEO
37 Skyline Drive, Suite 1101
Lake Mary, Florida 32756
If to Assignee: McLean Ventures Corporation
c/o Victor G. Klingelhofer
Cohen Mohr LLP
1420 Beverly Road, Suite 330
McLean, Virginia 22101
or to such address as the party to whom such notice is to be given has furnished
to the other party writing in the manner set forth in this Section.
6.6 If any term, condition or provision of this Agreement shall be
declared invalid or enforceable, the remainder of this Agreement shall not be
affected thereby and shall remain in full force and effect and shall be valid
and enforceable to the fullest extent permitted by law.
6.7 The Preliminary Recitals set forth in the Preamble are hereby
incorporated and made part of this Agreement. Section headings are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement. The Exhibits and Schedules
identified in this Agreement and incorporated herein by reference are made a
part hereof.
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6.8 The parties agree to execute and deliver all such further
documents, agreements, and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Agreement.
6.9 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which, taken together,
shall constitute one and the same document. Any facsimile copy of a manually
executed original shall be deemed a manually executed original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
Assignor:
AMERICAN ACCESS TECHNOLOGIES, INC.
/S/ John Presley
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Name: John Pressley
Title: President/CEO
Assignee:
McLEAN VENTURES CORPORATION
/S/ Victor Klingelhofer
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Name: Victor Klingelhofer
Title: President
4
GUARANTY OF PAYMENT
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For value received, the undersigned hereby unconditionally guarantees
the payment of the indebtedness evidenced by the Note in the original principal
amount of $325,000.00 dated March 31, 2000 executed by McLEAN VENTURES
CORPORATION, a Virginia corporation in favor of AMERICAN ACCESS TECHNOLOGIES,
INC. and all extensions or renewals thereof, and all expenses (including
attorney's fees) incurred in the collection thereof, the enforcement of rights
under any security therefor and the enforcement hereof, and waives presentment,
demand, notice of dishonor, protest and all other notices whatever, and agrees
that the holder of the Note may from time to time extend or renew the Note for
any period (whether or not longer than the original period of the Note), may,
from time to time and without notice, surrender, compromise, substitute or
exchange all or any part of the collateral described on the reverse hereof arid
may grant any releases, compromises or indulgences with respect to the Note or
any extension or renewal thereof of any security thereof or to any party liable
thereunder or hereunder (including but not limited to failure or refusal to
exercise one or more of the rights or remedies provided by the Note), all
without notice or consent of any of the undersigned and without affecting the
liability of the undersigned hereunder, any of whom may be sued by the holder
hereof with or without first contemporaneously suing such other persons, or
otherwise seeking or proceeding to collect from them.
The undersigned endorser, surety and/or guarantor hereby expressly
consents to any release involving the obligation herein by the above-named
lender or all endorsers, sums, and/or guarantors jointly and severally liable
herein with the undersigned. Such consent shall not be deemed to affect the
release, in whole, in part, and/or in any pro-rata share or formula, of the
undersigned or other remaining unreleased endorsers, sureties, and/or
guarantors. The undersigned further expressly consents to (1) a reservation or
rights to the lender to demand and secure payment in the event of default from
the undersigned and any and all other remaining unreleased endorsers, sureties,
and/or guarantors of any remaining indebtedness secured hereby; and (2) an
express waiver of any right to demand and/or seek indemnification from any other
endorser, surety, and/or guarantor who may have been released in part, or in
toto, by said lender.
/S/ Manuel E. Iglesias
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Manuel E. Iglesias
814 Ponce de Leon
Suite 410
Coral Gables, FL 33134
