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) January 26, 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 5. Other Events
On January 26, 2000 American Access Technologies, Inc. ("the Company")
entered into a Joint Venture with Vulcan Microsystems for the creation of a
business-to-business e-commerce company serving the voice/data communications
industry. The Company owns a 76% interest in AATK.com, LLC, with Vulcan a 19%
partner. Grovegate Capital Partners, LLC., investment banking firm for the Joint
Venture, shares 5% ownership. The Company will issue 135,000 shares of common
stock, with a current market value in excess of $1 million, to Vulcan. Vulcan
President and CEO Erik Gray and Vice President and Chief Technology Officer Bill
Wetmore each receive 100,000 Company stock purchase warrants exercisable at $10
per share as consultants for development of the joint venture. Vulcan will also
be issued warrants to purchase one million common shares of the Company stock,
at an exercise price of $25 per share. The Company will initially furnish
working capital of at least $400,000 to AATK.com LLC. Tony Leavitt, owner of
Grovegate Capital, will pledge his interest in AATK.com, LLC as collateral for
notes payable to the Company arising out of his exercise of 260,000 warrants to
purchase Company common stock in June 1999. Such notes have been extended to
December 2000.
On January 27 and 28, the remaining holders of Series A 10% Convertible
Preferred Stock converted 10, 650 Preferred shares into 215,534 shares of common
stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following Exhibits are filed herewith:
Exhibit No. Description
1. Letter Agreement with Vulcan Microsystems, Inc.
2. Consulting agreement dated January 26, 2000 between
registrant and Erik Gray and Bill Wetmore
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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.
February 9, 2000 By: s/John Presley
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John Presley, President
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January 26, 2000
Vulcan Microsystems, Inc.
1785 N.W. 79th Avenue
Miami, Florida 33126
Gentlemen:
This letter agreement contains various terms that are part of our
formation of a limited liability company ("JV Co"), whose members will be
American Access Technologies, Inc. ("AmAcc"), Vulcan Microsystems, Inc.
("Vulcan"), and Grovegate Capital Partners, LLC ("Grovegate"). Additionally,
this letter agreement engages Erik Gray ("Gray") and Bill Wetmore ("Wetmore") as
engineering consultants to AmAcc. This letter agreement constitutes a legally
binding agreement of the parties, despite the parties' intent to enter into a
more definitive agreement regarding JV Co and the relationship between AmAc,
Vulcan and Grovegate.
General: JV Co will be a separate, newly formed limited
liability corporation organized under the laws of the
State of Florida.
Purposes: JV Co will be organized for the purpose of developing
and marketing an e-based value added distributor of
communications equipment comprised of structured
cabling and the switching hardware connected to it,
and providing structured cabling solutions.
Location of
Principal Office: JV Co will initially be located in Miami-Dade County,
Florida in space provided at cost by Vulcan.
Management: As many as 10 Managers of the JV Co may be named,
consisting of 80 percent to be named by AmAcc and 20
percent to be named by Vulcan. Initially, an
abbreviated board will be named (John Presley, Bobby
Story and Oscar de la Guardia from AmAcc; and William
Wetmore and Erik Gray from Vulcan.)
Matters Requiring
Consent: The charter documents of the JV Co shall provide that
action on the following matters shall only be taken
pursuant to resolutions duly adopted by a vote or
consent of all of the Managers of JV Co.
o Affiliated party agreements, documents or
other arrangements, as well as any
amendment, consent or waiver with respect to
such arrangements;
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o Removal of Managers; each party can
designate and remove its own managers;
o Material employment agreements or the
termination of any executive officer;
o Quarterly budgets for the first year, and
annual budgets thereafter;
o Operating location(s) for JV Co;
o Capital commitments or expenditures in any
calendar quarter that individually or in the
aggregate exceed $250,000;
o Loans, guarantees, or extensions of credit
other than in the ordinary course of
business;
o Amendment of the governing documents of JV
Co;
o Merger into or with or acquisition of all
or part of any business;
o Sale, lease, transfer, or other disposition
of the assets of JV Co having a fair market
value, sale price, or book value at time of
disposition grater than $250,000;
o Liquidation, dissolution, winding up or
voluntary bankruptcy of JV Co;
o Declaration of dividends or distributions;
o Material change in the business of JV Co;
o Issuance, purchase or redemption by JV Co
of any debt, equity, hybrid or other
securities of JV Co, and any change in the
capitalization of JV Co;
o Overriding technology decisions made by
Vulcan;
Deadlock Events: In the event that a matter requires the
consent of all of the Managers of JV Co, but after
such consent is sought it is not received, a Deadlock
will be deemed to exist. Upon the occurrence of a
Deadlock, either party may:
(a) Submit the matter to arbitration; or
(b) Exercise the Buy-Sell Option set forth below; or
(c) Require that the Chief Executive Officer of each
party meet to attempt to resolve the Deadlock.
Buy-Sell Option: In case of Deadlock, a party shall have the right to
exercise a buy-sell option (the "Buy-Sell Option"),
whereby the electing party would be required to
designate a price at which it would be willing to sell
its interest or to purchase the other party's interest
in JV Co, and the non-electing party would have 60
days to respond for the option to buy or sell such
interest at that price. The electing party would then
have 60 days to sell its interest or purchase the
other party's interest.
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Dividends: Free cash (after reserves and not otherwise committed
in the budget) will be distributed to the Members pro
rata based on distribution of interests.
Business Plan: The parties will have a written business plan
prepared for the formation and initial operations of
the venture, which is subject to approval of each of
AmAcc and Vulcan, and which will contain a technical
specification.
Officers: A Managing Director, Chief Technical Officers as
needed and a Chief Financial Officer shall be named.
Capital Contributions
And Ownership: (A) (i) Within 1 day following the signing of
this letter agreement, AmAcc shall pay
Adorno & Zeder, P.A. $30,000 to prepare a
formal business plan for the venture, and
$36,500 to Vulcan for initial services
associated with JV Co's formation.
(ii) In addition, (i) during the first 60
days following signing of this letter
agreement, AmAcc shall make an additional
capital contribution of $328,500 to JV Co
(as requested to JV Co by Vulcan) for costs
incurred or to be incurred by or for JV Co,
and such funds shall be paid to or as
directed by Vulcan, and (ii) from and after
the 61st day following the signing of this
letter agreement, operational expenses may
be derived as a budgeted item from JV Co or
as a loan by both AmAcc and Vulcan to JV Co,
contributions consistent with ownership: 80
percent AmAcc, 20 percent Vulcan, to include
interest per annum of 1% (one percent) above
prime as determined by the Wall Street
Journal. This additional capital
contribution of operational expenses to JV
Co (as requested by Vulcan), may be incurred
by or for the JV Co, and such funds shall be
paid to or as directed by Vulcan.
(iii) AmAcc shall issue 135,000 shares of
its common stock to Vulcan or its designees
upon successful Alpha testing related to
this venture.
(iv) AmAcc shall guarantee any contracts or
other obligations for ongoing commitments
made by JV Co or Vulcan as agent for JV Co,
for which Vulcan might have any obligations
or liabilities in connection with technology
for, or the management of, the system being
developed for JV Co. No obligations shall
exceed $25,000 per month nor
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extend beyond three years without unanimous
consent of the Managers.
(v) AmAcc shall issue to Vulcan or its
designees, upon acceptance of the alpha site
related to this venture, warrants for one
million shares of AmAcc common stock
exercisable at $25 per share at any time and
from time to time for three years from that
date that the warrants are granted.
For its capital contribution, AmAcc shall
receive 76% of the allocations and
distributions of JV Co.
(B) Vulcan shall design and develop the e-site for the
value added distributor for which JV Co is being
formed. Vulcan estimates that it will take 3 to 4
months for the site's initial launch, and 8 to 10
months for the completed site as envisioned by the
parties.
For its capital contribution, Vulcan shall receive
19% of the allocations and distributions of JV Co.
(C) Grovegate Capital Partners, LLC, investment
banking firm that brought the parties together for
the JV Co, and which shall continue to provide
those services affiliated with corporate finance
and investment banking, shall receive 5% of the
allocations and distributions of JV Co.
Registration
Rights: AmAcc shall file a registration statement within one year from
the date of this agreement in which Vulcan or its designees
may register its AmAcc common stock, and Vulcan or its
designees have piggy-back registration rights for its AmAcc
common stock with any SEC Registration that AmAcc may file for
five years following the date of this letter agreement.
Conversion: (i) Vulcan will have the right to convert its interest in JV
Co into shares of AmAcc common stock at any time and from time
to time for five years following the date of this letter
agreement at the conversion formula to be finalized in the
master agreement. If agreement on conversion price formula is
not completed within 30 days, the parties agree to abide by
the decision of a mutually acceptable New York Stock Exchange
Member firm.
(ii) For five years following the date of this letter
agreement, AmAcc will have the right at any time to require
the conversion of all (but not less than all) of Vulcan's
interest in JV Co into shares of AmAcc common stock, if so
required by the investment banker managing an offering of
AmAcc
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common stock in which at least $50 million in gross proceeds
is to be raised.
(iii) The minority interest will be converted into stock. The
conversion formula used for Vulcan to convert its minority
interest in JV Co into shares of AmAcc common stock shall be
as agreed to in the master agreement. If agreement on
conversion price formula is not completed within 30 days, the
parties agree to abide by the decision of a mutually
acceptable New York Stock Exchange Member firm.
Consulting: Immediately after entry into this agreement, Erik Gray and
William Wetmore shall enter into a technology consulting
agreement with AmAcc. For such services, Messrs. Gray and
Wetmore will receive warrants for 200,000 shares of AmAcc
common stock, exercisable for cash only; up to and including
180 days from date of issuance at $10, and thereafter at $15
per share until expiration at one year from date of issuance.
AmAcc shall immediately begin and thereafter file a Form S-8
registration statement to register the 200,000 shares
underlying the warrants.
OEM's: Each of the parties and JV Co shall cooperate with each other
in approaching, negotiating with and entering into agreement
with original equipment manufacturers whose products JV Co
seeks to distribute.
Restrictions on
Competition: Each of AmAcc and Vulcan and their affiliates will be
prohibited from directly competing with JV Co; provided,
however, each may conduct and pursue its business as currently
conducted (e.g., AmAcc may continue to sell its products
through other channels of distribution, and Vulcan can develop
e-sites, systems and solutions and provide related products
for other businesses, but neither may have any interest in any
other distributor of structured cabling and the switching
hardware connected to it).
Confidentiality:
All relevant employees of JV Co will execute confidentiality
and invention assignment agreements, which, in part, recognize
intellectual property ownership as specified below. Each party
shall, at all times during the term of the Joint Venture and
thereafter, use its reasonable efforts to safeguard the
secrecy of any of JV Co's confidential information, including
technical information, marketing plans, customer information,
specialized information, or financial information.
Intellectual
Property: All trademarks, trade names, and similar intellectual property
developed by JV Co shall be the property of JV Co. All of the
patents and proprietary technology utilized as part of JV Co's
e-site shall be the property of Vulcan.
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Representations and
Warranties: The parties will make customary representations and warranties
to each other. The parties will agree to indemnify and hold
harmless JV Co and each other for any losses or liabilities
arising from any breach of a representation or warranty.
Vulcan Service
Agreement: Vulcan shall enter into a Systems Administration and
Continuous Development Agreement with JV Co on terms to JV Co
at least as favorable as is customary in the industry.
Definitive
Agreements: The terms of the Joint Venture and the various transactions
related thereto shall be set forth in the following definitive
agreements:
o Master Agreement (setting forth the overall venture formation
agreement among the parties, with accompanying exhibits).
o Articles of Organization of JV Co (setting forth the Articles to
be filed with the Secretary of State).
o LLC Operating Agreement of JV Co (setting forth the agreement of
the parties with respect to the management and operations of JV Co).
o Organizational Resolutions of the Members of JV Co (setting forth
the organizational resolutions).
o Business Plan (setting forth the Business Plan for JV Co).
o System Development Agreement (setting forth the system to be
developed by Vulcan for JV Co).
o Technology License Agreement (setting forth the terms of
technology licensing from Vulcan to JV Co, which shall not require
any additional cash or other expense or capital payments by JV Co
for the lease).
o Confidentiality and Invention Assignment Agreement (setting forth
confidentiality and invention assignment obligations, to be signed
by all employees of JV Co).
o System Administration and Continuous Development Agreement
(setting forth the terms of Vulcan's ongoing vendor services in
administering the system and in additional development of the
system.
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If the foregoing is acceptable to you, please sign and return to us one original
copy of this letter agreement.
Very truly yours,
AMERICAN ACCESS TECHNOLOGIES, INC.
By: S/John E. Presley
Print Name: John E. Presley
Print Title: President
Date: 1/25/2000
Accepted and agreed to:
VULCAN MICROSYSTEMS, INC.
By: S/William W. Wetmore
Print Name: William W. Wetmore
Print Title: Secretary of the Corporation, Vulcan Microsystems, Inc.
Date: 1/26/2000
By: S/Erik Gray
ERIK GRAY
Date: 1/26/2000
By: S/William W. Wetmore
BILL WETMORE
Date: 1/26/2000
GROVEGATE CAPITAL PARTNERS, LLC
By: S/Anthony Leavitt
Print Name: Anthony Leavitt
Print Title: Manager
Date: 1/26/2000
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[LOGO]AMERICAN ACCESS
TECHNOLOGIES, INC.tm
37 Skyline Drive o Suite 1101 o Lake Mary, FL 32746 o Toll Free (800) 285-2070
o Phone (407) 333-1446 o Fax (407) 333-2598
CONSULTING AGREEMENT
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This Agreement is made as of this 26th day of January, 2000, by and
between American Access Technologies, Inc., ("the Company") a corporation duly
organized and existing under the laws of Florida, with offices at 37 Skyline
Drive, Suite 1101, Lake Mary, Florida, 32746 and ("the Consultants") Erik Gray,
90 Edgewater Dr., Suite 111, Coral Gables, Florida 33133; and Bill Wetmore, 121
South Royal Poinciana, Miami Springs, Florida 33166.
WHEREAS, the Company is engaged in the business of developing
innovative telecommunications technology, and Consultants design and develop
Internet technology and portals,
WHEREAS, the Company wishes assistance is assessing e-commerce
business-to-business opportunities,
WHEREAS, the Company wishes to retain the services of the Consultants
on the following terms and conditions:
1. The Company hereby retains the services of the Consultants for a
period of 12 months. In exchange for the Consulting Services (as that
term is defined herein), the Consultants shall receive warrants for
200,000 shares of American Access common stock, exercisable for cash
only; up to and including 180 days from issuance at $10 per share and
thereafter at $15 per share until expiration of the warrants at one
year from date of issuance. Upon acceptance of this agreement,
American Access shall immediately begin and thereafter file a Form S-8
registration statement to register the 200,000 shares underlying the
warrants.
2. The Consultants shall, employing their best efforts, assist the
Company in assessing business opportunities in e-commerce.
3. The Consultants shall be independent contractors and shall have no
right or authority to assume or create any obligations or
responsibility, express or implied,
- -------------------Solutions To Open Office Architecture SM---------------------
[LOGO] [LOGO] [LOGO]
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on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company. No provision of this Agreement
shall be construed to preclude consultants from pursuing other
consulting or design and development projects.
4. The Consultants (including any person or entity acting for or on
behalf of the Consultants) shall not be liable for any mistakes of
fact, errors of judgment, for losses sustained by the Company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of the Consultants or any
person or entity acting for or on behalf of the Consultants.
5. The Company and its present and future subsidiaries jointly and
severally, agree to indemnify and hold harmless the Consultants
against any loss, claim, damage or liability whatsoever (including
reasonable attorneys' fees and expenses), to which such indemnified
Party may become subject as a result of performing any act (or
omitting to perform any act) contemplated to be performed by the
Consultants pursuant to this Agreement if such act or omission did not
violate the provisions of Section 4 of this Agreement. So long as the
Company has not provided counsel to the Indemnified Party in
accordance with the terms of this Agreement, the Company and its
subsidiaries agree to reimburse the defense of any action or
investigation (including reasonable attorney's fees and expenses),
subject to an understanding from such Indemnified Party to repay the
Company or its subsidiaries if it is ultimately determined that such
Indemnified Party is not entitled to such indemnity. In case any
action, suit or proceeding shall be brought or threatened, in writing,
against any Indemnified Party, it shall notify the Company within
twenty (20) days alter the Indemnified Party receives notice of such
action, suit or such threat. The Company shall have the right to
appoint the Company's counsel to defend such action, suit or
proceeding, provided that such Indemnified Party consents to such
representation by such counsel, which consent shall not be
unreasonably withheld. In the event any counsel appointed by the
Company shall not be acceptable to such Indemnified Party, then the
Company shall have the right to appoint alternative counsel for such
Indemnified Party reasonably acceptable to such Indemnified Party,
until such time as acceptable
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counsel can be appointed. In any event, the Company shall, at its sole
cost and expense, be entitled to appoint counsel to appear and
participate as co-counsel in the defense thereof. The Indemnified
Party, or its co-counsel, shall promptly supply the Company's counsel
with copies of all documents, pleadings and notices which are filed,
served or submitted in any of the aforementioned. No Indemnified Party
shall enter into any settlement without the prior written consent of
the Company, which consent shall not be unreasonable withheld.
6. This Agreement shall be binding upon the Company and the Consultants
and their successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any Section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver
of any other provisions hereof (whether or not similar) shall be
binding unless executed in writing by both parties hereto nor shall
such waiver constitute a continuing waiver.
9. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration
of this Agreement, that the dispute shall be resolved through
arbitration under the rules of the American Arbitration Association,
with its location in Orange County, Florida.
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11. This agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by
the Consultants and supersedes any and all prior understandings,
agreement or correspondence between the parties.
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IN WITNESS WHEREOF, the Company and the Consultants law caused this
Agreement to be signed by duly authorized representatives as of the
day and year first above written.
AMERICAN ACCESS TECHNOLOGIES, INC.
By: /s/ John Presley
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Name:
Title: President
/s/ ERIK GRAY
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ERIK GRAY
/s/ BILL W. WETMORE
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BILL WETMORE
