<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-23239
UBICS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 34-1744587
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
333 TECHNOLOGY DRIVE, SUITE 210, CANONSBURG, PENNSYLVANIA 15317
(Address of Principal Executive Offices) (Zip Code)
(724) 746-6001
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ x ] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock as of the latest practicable date:
Class Outstanding at May 10, 2000
----- ---------------------------
Common Stock, $.01 par value 6,479,800
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UBICS, INC.
Form 10-Q
TABLE OF CONTENTS
PART I - - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of December 31, 1999 and March 31, 2000
Statements of Operations for the three months ended March 31, 1999
and 2000
Statements of Cash Flows for the three months ended March 31, 1999
and 2000
Notes to Unaudited Financial Statements
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
PART II - - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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UBICS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31 MARCH 31
----------- --------
1999 2000
----------- --------
ASSETS (audited) (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents ................... $12,027 $11,820
Accounts receivable, net of allowance for
doubtful accounts of $885 and $985,
respectively ............................. 4,103 3,868
Unbilled receivables ........................ 2,363 3,277
Employee advances ........................... 52 55
Prepaids and other .......................... 299 384
Deferred tax asset .......................... 495 495
------- -------
Total current assets ..................... 19,339 19,899
------- -------
Property and equipment:
Leasehold improvements ...................... 40 40
Vehicles .................................... 89 89
Computer equipment and software ............. 1,732 1,894
Furniture and fixtures ...................... 662 672
Office and other equipment .................. 42 42
------- -------
Total property and equipment ............. 2,565 2,737
Accumulated depreciation .................... (470) (554)
------- -------
Net property and equipment ............... 2,095 2,183
Other long-term assets ...................... 250 250
------- -------
Total assets ........................ $21,684 $22,332
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................ $ 1,981 $ 2,106
Payroll liabilities ......................... 1,717 1,922
Accrued taxes ............................... -- 45
Other current liabilities ................... 97 166
Due to affiliates, net ...................... -- 37
------- -------
Total liabilities ........................ 3,795 4,276
Stockholders' equity:
Preferred stock, $0.01 par value, 2,000,000
shares authorized, no shares issued and
outstanding .............................. -- --
Common stock, $0.01 par value, 20,000,000
shares authorized, 6,500,000 shares issued 65 65
Additional paid-in capital .................. 13,160 13,160
Treasury stock - 20,200 shares, at cost ..... (100) (100)
Retained earnings ........................... 4,764 4,931
------- -------
Total stockholders' equity ............... 17,889 18,056
------- -------
Total liabilities and stockholders'
equity ............................ $21,684 $22,332
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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UBICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------------------
1999 2000
(unaudited) (unaudited)
---------- ----------
<S> <C> <C>
Revenues ......................... $ 9,085 $ 9,244
Cost of revenues ................. 6,610 6,812
---------- ----------
Gross profit ................... 2,475 2,432
Selling, general and
Administrative expense ......... 2,130 2,317
---------- ----------
Income from operations ........... 345 115
Interest income .................. 130 158
---------- ----------
Income before income taxes ....... 475 273
Provision for income taxes ....... 182 106
---------- ----------
Net income ..................... $ 293 $ 167
========== ==========
Basic and diluted earnings
per share ...................... $ 0.05 $ 0.03
========== ==========
Weighted average shares
outstanding .................... 6,479,800 6,479,800
Diluted average shares
outstanding .................... 6,480,648 6,556,450
</TABLE>
The accompanying notes are an integral part of these financial statements
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UBICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------------------
1999 2000
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income ........................ $ 293 $ 167
Adjustments to reconcile net
income to net cash provided by
operating activities
Depreciation ................... 65 84
Changes in operating assets and
liabilities
Accounts receivable, net ..... (142) 235
Unbilled receivables ......... (536) (914)
Employee advances ............ 20 (3)
Due to affiliates, net ....... (22) 37
Deferred tax asset ........... (53) --
Prepaids and other ........... (257) (85)
Accounts payable ............. 511 125
Payroll liabilities .......... 296 205
Accrued taxes and other
current liabilities ....... 43 114
------- -------
Net cash (used) provided by
operating activities ......... 218 (35)
------- -------
Cash flows from investing activities:
Purchases of property and
Equipment ...................... (136) (172)
------- -------
Net cash used by investing
activities ................... (136) (172)
------- -------
Net increase (decrease) in cash
and cash equivalents .............. 82 (207)
Cash and cash equivalents, at
beginning of period ............... 11,470 12,027
------- -------
Cash and cash equivalents, at
end of year ....................... $11,552 $11,820
======= =======
Supplemental data:
Cash payments for income taxes .... $ 326 $ 27
</TABLE>
The accompanying notes are an integral part of these financial statements.
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UBICS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
The financial statements of UBICS, Inc. ("UBICS" or "the Company")
presented herein are unaudited. Certain information and footnote disclosures
normally prepared in accordance with generally accepted accounting principles
have been either condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission. Although the Company believes that all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation have been made, interim periods are not necessarily indicative
of the financial results of operations for a full year. As such, these financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1999 filed on March 30, 2000.
2. OPERATIONS:
UBICS, a Delaware corporation, provides information technology
professional services to large and mid-sized organizations. The Company provides
its clients with a wide range of professional services in such areas as
client/server design and development, enterprise resource planning package
implementation and customization, e-commerce applications design and
development, applications maintenance programming and database and systems
administration.
3. RELATED PARTY TRANSACTIONS:
As of March 31, 2000, the Company had a net payable to the UB Group,
totaling $37, relating to its share of rent payable to the UB Group for premises
occupied by the Company in Savsalito and Bangalore.
4. EARNINGS PER SHARE:
Under Financial Accounting Standards Board Statement on Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share," earnings per share
are classified as basic earnings per share and diluted earnings per share. Basic
earnings per share included only the weighted average common shares outstanding.
Diluted earnings per share included the weighted average common shares
outstanding and any dilutive common stock equivalent shares in the calculation.
Treasury shares are treated as retired for earnings per share purposes.
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The following table reflects the calculation of earnings per share
under SFAS No. 128:
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31 1999 2000
---- ----
(Dollars in thousands, except per share data)
<S> <C> <C>
BASIC EARNINGS PER SHARE
Net income .................................. $ 293 $ 167
DIVIDED BY:
Weighted average common shares .............. 6,479,800 6,479,800
---------- ----------
Basic Earnings per share .................... $ 0.05 $ 0.03
========== ==========
DILUTED EARNINGS PER SHARE:
Net income .................................. $ 293 $ 167
DIVIDED BY:
Weighted average common shares .............. 6,479,800 6,479,800
Dilutive effect of options .................. 848 76,650
---------- ----------
Dilutive average common shares .............. 6,480,648 6,556,450
Diluted earnings per share .................. $ 0.05 $ 0.03
========== ==========
</TABLE>
The exercise price of stock options to purchase an aggregate of 403,500
and 405,000 shares in 1999 and 2000, respectively is less than the average stock
price for the period and such options have been excluded from the calculation of
diluted earnings per share as the effect would be anti-dilutive.
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<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion should be read in conjunction with, and is
qualified in its entirety by, the financial statements and notes thereto
included in Item 1 of this report.
The following Management's Discussion and Analysis of Results of
Operations and Financial Condition contains certain forward looking statements
that involve substantial known and unknown risks and uncertainties that may
cause the financial condition and results of operations of the Company to be
materially different from any future condition or results of operation suggested
or implied by such forward-looking statements. When used in this section, the
words "anticipate," "believe," "estimate," "expect" and similar expressions as
they relate to the Company or its management are intended to identify such
forward looking statements. The factors that may cause actual results to differ
materially from the forward-looking statements include ability to recruit and
maintain qualified IT professionals, changes in laws and regulations
specifically immigration laws, competition and economic conditions in the
geographic regions in which the Company conducts its operations, general
economic conditions, success of the Company's marketing efforts and the demand
for outsourced IT professionals. Due to these factors, the Company's actual
results, performance or achievements could differ materially from the results
expressed in, or implied by, these forward looking statements.
OVERVIEW
UBICS, Inc. ("UBICS" or the "Company"), founded in 1993, provides IT
professional services to large and mid-sized organizations. UBICS provides its
clients with a wide range of professional services in such areas as
client/server design and development, enterprise resource planning ("ERP")
package implementation and customization, e-commerce applications design and
development, applications maintenance programming and database and systems
administration. UBICS' services are provided on a time-and-materials basis to
client-managed projects, UBICS also provides services on a fixed price basis in
areas relating to web design and development with UBICS IT professionals
providing integral support as project team members. The Company currently has
offices in the Pittsburgh, Pennsylvania and San Francisco, California areas.
UBICS is an affiliate of the UB Group, a multinational group of companies
headquartered in India (the "UB Group").
The Company's revenues are based on the hourly billings of its IT
professionals. Revenue is recognized as services are provided. The Company has
increased the average billing rates of its IT professionals as the demand for
skilled and experienced professionals has expanded, in particular for IT
professionals placed on ERP package implementation and customization projects.
As of March 31, 2000, 64 IT professionals, or over one-fifth of the Company's
deployed IT professionals, were placed on such projects.
UBICS effectively minimizes the number of days IT professionals are not
assigned to projects by proactively marketing these professionals to clients.
Resource managers closely monitor the availability of IT professionals and
utilize subcontractors when UBICS IT professionals are unavailable. The Company
maintains strong relationships with nearly 75 subcontractors located worldwide.
Approximately 41% of the Company's revenues were derived from IT professionals
deployed from subcontractors for the three months ended March 31, 2000. As of
March 31, 2000, IT professionals deployed from subcontractors comprised 112 of
the Company's 300 deployed IT professionals. The Company believes that its
network of subcontractors enables it to maintain closer relationships with
clients by fulfilling more of their needs for IT professional services.
Management believes that as the Company increases its investment in recruiting
and retaining qualified IT professionals, the ratio of UBICS IT professionals to
subcontractor IT professionals will increase.
Since inception the Company has developed relationships with 466
clients in a range of industries and currently has IT professionals deployed at
over 186 of these clients. Although the Company's five largest clients accounted
for approximately 20% of revenues for the first three months of 2000, this
revenue concentration has been declining since the Company's inception. The
Company believes that the continuing growth in its client
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base and revenues would further reduce the percentage of revenue attributable to
its largest clients. The Company's strategy is to continue to provide services
to clients across the U.S. in a range of industries, in order to reduce credit
risk from conditions or occurrences within any specific industry or region in
which these clients operate.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected
statement of operations data as a percentage of revenues:
<TABLE>
<CAPTION>
PERCENTAGE OF REVENUES
----------------------
THREE MONTHS
ENDED MARCH 31,
---------------
1999 2000
---- ----
<S> <C> <C>
Revenues ........................ 100.0% 100.0%
Cost of revenues ................ 72.8 73.7
----- -----
Gross profit .................... 27.2 26.3
Selling, general and
administrative expense ....... 23.4 25.1
----- -----
Income from operations .......... 3.8 1.2
Interest income ................. 1.4 1.7
----- -----
Income before income taxes ...... 5.2 2.9
----- -----
Provision for income taxes ...... 2.0 1.1
----- -----
Net income ...................... 3.2% 1.8%
===== =====
</TABLE>
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999.
Revenues
Revenues for the quarter ended March 31, 2000 were $9.2 million,
compared to $9.1 million for the quarter ended March 31, 1999, an increase of
$0.1 million, or 1.7%. The increase in revenues was due to a 6% increase in the
number of IT professionals deployed to provide services to new and existing
clients.
Gross Profit
Gross profit for the first quarter of 2000 was $2.4 million, compared
to $2.5 million for the first quarter of 1999, a decrease of $43,000, or 1.8%.
Gross profit as a percentage of revenues decreased to 26.3% for the first
quarter of 2000, compared to 27.2% for the first quarter of 1999. The decrease
in gross profits as a percentage of revenues was due to an 100% increase in the
number of employee professionals waiting to be deployed.
Selling, General and Administrative Expense
Selling, general and administrative expense for the quarter ended March
31, 2000 was $2.3 million, compared to $2.1 million for the same quarter of
1999, an increase of $187,000, or 8.7%. Selling, general and administrative
expense as a percentage of revenues increased to 25.1% for the first quarter of
2000 from 23.4% for the first quarter of 1999. The increase in expense was
primarily due to increases in costs to support the Company's growth, including a
$150,000 increase in salaries and commissions paid to employees.
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Interest Income
Interest income for the first quarter of 2000 was $158,000, compared to
interest income of $130,000 for the first three months of 1999. The increase
resulted from the reinvestment of interest earned on short-term investments.
Provision for Income Taxes
The Company's effective tax rate was 38.8% for the quarter ended March
31, 2000 compared to 38.3% for the quarter ended March 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
In November 1997, the Company generated net proceeds of approximately
$13.2 million from its underwritten initial public offering of 1,500,000 shares
of Common Stock (the "Offering"). The Company used approximately $775,000 of the
net proceeds of the Offering to repay its outstanding indebtedness under a
$1,000,000 Committed Line of Credit from PNC Bank, National Association (the
"Line of Credit"). The Company also has used a portion of the net proceeds of
the Offering for general corporate purposes and intends to use a portion of such
net proceeds for the capital expenditures described below.
The Company's principal uses of cash have been to fund receivables and
other working capital, reflecting the Company's growth. Net cash used by
operating activities was $35,000 for the first three months of 2000 compared to
net cash generated by operating activities of $218,000 for the same period in
1999.
Capital expenditures for the first three months of 2000 and 1999 were
$172,000 and $136,000, respectively. The Company intends to use approximately
$2.0 million of the remaining net proceeds of the Offering to expand its
existing operations, including approximately $1.2 million for the expansion of
the Company's recruiting and training center in India. The initial phase of the
center was placed in operation in the fall of 1998 and the expansion is expected
to be operational by the end of 2000 (including additional purchase of hardware
and software with respect thereto). Because the Company currently has a
sufficient supply of IT professionals awaiting deployment, as well as a shift in
the Company's strategic focus in favor of domestic sales growth, the Company has
deferred previously disclosed plans to establish offshore recruiting offices in
various foreign locations. Except as set forth above, the Company currently has
no material commitments for capital expenditures.
The Company currently anticipates that the proceeds from the Offering,
together with the existing sources of liquidity and cash generated from
operations, will be sufficient to satisfy its cash needs at least through the
next twelve months.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The Statement requires that the changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate, and
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assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 was originally effective for fiscal years beginning after June 15, 1999.
In June 1999, the FASB issued Statement of Financial Accounting
Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities
- - Deferral of the Effective Date of FASB Statement No. 133" ("SFAS 137")
delaying the effective date of SFAS 133 for all fiscal years beginning after
June 15, 2000.
The Company does not believe there will be a material impact on the
financial statements related to this FASB.
YEAR 2000 COMPLIANCE
The "Year 2000" issue concerns the potential exposures related to the
automated generation of business and financial misinformation resulting from the
use of computer programs which have been written using two digits, rather than
four, to define the applicable year of business transactions. The Company did
not experience any adverse consequences resulting from the date change on
January 1, 2000. However, there can be no assurance that such adverse
consequences will not occur at a later date. Management believes that the risk
of disruption from any future year 2000-related failures is minimal. The cost of
the Company's year 2000 compliance program has not had a material effect on the
Company's results of operations or liquidity. To date, the Company has not
incurred significant costs with respect to its year 2000 compliance efforts, and
anticipates that total expenses will not exceed $10,000.
U.S. REGULATION OF IMMIGRATION
The Company's services historically have been performed in the U.S. and
the Company has recruited most of its IT professionals outside the U.S. The
Company's business, therefore, is subject to U.S. immigration laws. Over 90% of
the Company's IT professionals are citizens of other countries, with most of
those in the U.S. working under H-1B temporary work permits. There is a limit on
the number of new H-1B permits that may be approved in any U.S. government
fiscal year. In the federal fiscal year ended September 30, 1998, this limit was
reached in May and in the federal fiscal year ended September 30, 1999, this
limit was reached in June. The inability to obtain additional H-1B permits
during the federal fiscal year ended September 30, 1999 resulted in increased
use of subcontractor professionals by UBICS.
During 1998, the U.S. government increased the limit on the number of
new H-1B permits to 115,000 for each of the 1999 and 2000 federal fiscal years,
and to 107,500 for fiscal year 2001 before reverting to existing limits from
fiscal year 2002 onwards. Despite the increase in the limit, this limit was
reached in June 1999 for the federal fiscal year ended September 30, 1999 and in
March 2000 for the current fiscal year ending September 30, 2000.
In the current federal fiscal year, and in future years where the limit
on H-1B permits is reached, the Company may again be unable to obtain enough
H-1B permits to meet its requirements. If the Company were unable to obtain H-1B
permits for its IT professionals in sufficient quantities or at a sufficient
rate, the Company's business, operating results and financial condition could be
materially adversely affected.
The U.S. Government, in connection with its increase in the limit on
H-1B permits, also imposed a fee to be paid by companies for new approvals and
for renewals. UBICS does not anticipate that the imposition of such fees will
have a material adverse impact on its results of operations.
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Congress and administrative agencies with jurisdiction over immigration
matters have periodically expressed concerns over the levels of legal and
illegal immigration into the U.S. These concerns have often resulted in proposed
legislation, rules and regulations aimed at reducing the number of work permits
that may be issued. Any changes in such laws making it more difficult to hire
foreign nationals or limiting the ability of the Company to retain foreign
employees could require the Company to incur additional unexpected labor costs
and expenses. Any such restrictions or limitations on the Company's hiring
practices could have a material adverse effect on the Company's business,
operating results and financial condition.
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PART II -- OTHER INFORMATION
Item 1. Legal Proceedings -- Not applicable
Item 2. Changes in Securities and Use of Proceeds -- Not applicable
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following information relates to the Company's use of the net
proceeds of the Company's initial public offering (the "Offering"):
On October 27, 1997, the Company's registration statement on
Form S-1, No. 333-35171, became effective. The Company sold a total of
1,500,000 shares of common stock, par value $.01 per share at a price
per share of $10.00 pursuant to the Offering. The Offering, which was
managed by Parker/Hunter Incorporated, as lead underwriter, and Scott &
Stringfellow, Inc., as co-manager, closed on November 4, 1997.
The following table summarizes the expenses incurred for the
Company's account in connection with the Offering:
Underwriting discounts $1,050,000
Finder's fees --
Expenses paid to or for underwriters --
Other expenses 775,000
----------
Total $1,825,000
The following table summarizes the amount of net offering
proceeds to the Company ($13,175,000) used for the purposes listed
below:
Construction of plant, building $0
and facilities
Purchase and installation of machinery 2,406,000
and equipment
Acquisition of other business(es) 0
Repayment of indebtedness 775,000
Working capital 0
Temporary investments* 9,994,000
Other purposes 0
------------
Total $13,175,000
- --------------
*Such amount is currently invested in a nine-month ready access certificate of
deposit with PNC Bank.
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Item 3. Defaults Upon Senior Securities -- Not applicable
Item 4. Submission of Matters to a Vote of Security Holders -- Not applicable
Item 5. Other Information -- Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3(i) Amended and Restated Certificate of Incorporation of UBICS,
Inc. (1)
3(ii) Amended and Restated Bylaws of UBICS, Inc. (1)
10.1 UBICS, Inc. 1997 Stock Option Plan (2)
10.2 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and UB Information Consultancy Services,
Ltd. (3)
10.3 Employment Agreement between the Registrant and Vijay Mallya
(3)
10.4 Employment Agreement between the Registrant and Manohar B.
Hira (3)
10.5 Employment Agreement between the Registrant and O'Neil
Nalavadi (3)
10.6 Employment Agreement between the Registrant and Babu Srinivas
(3)
10.7 Employment Agreement dated September 1, 1999 between the
Registrant and Dennis M. Stocker (4)
10.8 Agreement of Severance, Waiver and Release dated March 18,
1999 between the Company and Manohar B. Hira (5)
10.9 Services Agreement dated October 27, 1997 among the Company,
Vijay Mallya and United Breweries Limited (3)
10.10 Form of Director Indemnification Agreement (3)
10.11 Form of Sublease and Consent among the Company, Marin
Executive Park and United Breweries of American, Inc. (3)
10.12 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and United Breweries Limited (3)
10.13 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and UB International Limited (3)
10.14 Services Agreement dated October 27, 1997 among the Company,
Vijay Mallya and UB International Limited (3)
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10.15 Lease Agreement dated June 30, 1998 between the Company and
Stealth Technology Associates (6)
10.16 Amendment to Agreement of Severance Waiver and Release dated
December 1, 1999 between the Company and Manohar B. Hira (7)
10.17 Amendment No. 2 to Agreement of Severance Waiver and Release
dated as of March 31, 1999 between the Company and Manohar B.
Hira (7)
10.18 Amendment No. 3 to Agreement of Severance Waiver and Release
dated as of March 31, 1999 between the Company and Manohar B.
Hira
10.19 Employment Agreement dated June 22, 1998 between the Company
and Patrick Ghilani
10.20 Agreement dated August 20, 1999 between the Company and
Patrick Ghilani
10.21 Amendment to Employment Agreement dated as of January 1, 2000
between the Company and Babu Srinivas
27 Financial Data Schedule
- -----------
(1) Incorporated by reference to the registrant's Registration Statement on
Form S-1, No. 333-35171, filed September 8, 1997.
(2) Incorporated by reference to the registrant's Schedule 14A filed on
November 5, 1999.
(3) Incorporated by reference to Post-Effective Amendment No. 1 to the
registrant's Registration Statement on Form S-1, No. 333-35171, filed
October 29, 1997.
(4) Incorporated by reference to the registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999.
(5) Incorporated by reference to the registrant's Annual Report on Form
10-K for the year ended December 31, 1998.
(6) Incorporated by reference to the registrant's Quarterly Report on Form
10-A for the quarter ended September 30, 1998.
(7) Incorporated by reference to the registrant's Annual Report on Form
10-K for the year ended December 31, 1998.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed for the three months ended March 31,
1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
UBICS, Inc.
(Registrant)
Date: May 15, 2000
By: /s/Manohar B. Hira
----------------------------
Manohar B. Hira
President
By: /s/Babu Srinivas
----------------------------
Babu Srinivas
Vice President - Finance and
Acting Chief Financial Officer
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<PAGE> 17
EXHIBIT INDEX
No. Description Page
- --- ----------- ----
3(i) Amended and Restated Certificate of Incorporation of UBICS,
Inc. (1)
3(ii) Amended and Restated Bylaws of UBICS, Inc. (1)
10.1 UBICS, Inc. 1997 Stock Option Plan (2)
10.2 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and UB Information Consultancy Services,
Ltd. (3)
10.3 Employment Agreement between the Registrant and Vijay Mallya (3)
10.4 Employment Agreement between the Registrant and Manohar B.
Hira (3)
10.5 Employment Agreement between the Registrant and O'Neil
Nalavadi (3)
10.6 Employment Agreement between the Registrant and Babu
Srinivas (3)
10.7 Employment Agreement dated September 1, 1999 between the
Registrant and Dennis M. Stocker (4)
10.8 Agreement of Severance, Waiver and Release dated March 18,
1999 between the Company and Manohar B. Hira (5)
10.9 Services Agreement dated October 27, 1997 among the Company,
Vijay Mallya and United Breweries Limited (3)
10.10 Form of Director Indemnification Agreement (3)
10.11 Form of Sublease and Consent among the Company, Marin
Executive Park and United Breweries of American, Inc. (3)
10.12 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and United Breweries Limited (3)
10.13 Noncompetition Agreement dated October 27, 1997 among the
Company, Vijay Mallya and UB International Limited (3)
10.14 Services Agreement dated October 27, 1997 among the Company,
Vijay Mallya and UB International Limited (3)
10.15 Lease Agreement dated June 30, 1998 between the Company and
Stealth Technology Associates (6)
10.16 Amendment to Agreement of Severance Waiver and Release dated
December 1, 1999 between the Company and Manohar B. Hira (7)
-17-
<PAGE> 18
10.17 Amendment No. 2 to Agreement of Severance Waiver and Release
dated as of March 31, 1999 between the Company and Manohar B.
Hira (7)
10.18 Amendment No. 3 to Agreement of Severance Waiver and Release
dated as of March 31, 1999 between the Company and Manohar
B. Hira
10.19 Employment Agreement dated June 22, 1998 between the Company and
Patrick Ghilari
10.20 Agreement dated August 20, 1999 between the Company and Patrick
Ghilari
10.21 Amendment to Employment Agreement dated as of January 1, 2000
between the Company and Babu Srinivas
27 Financial Data Schedule
- ------------
(1) Incorporated by reference to the registrant's Registration Statement on
Form S-1, No. 333-35171, filed September 8, 1997.
(2) Incorporated by reference to the registrant's Schedule 14A filed on
November 5, 1999.
(3) Incorporated by reference to Post-Effective Amendment No. 1 to the
registrant's Registration Statement on Form S-1, No. 333-35171, filed
October 29, 1997.
(4) Incorporated by reference to the registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.
(5) Incorporated by reference to the registrant's Annual Report on Form
10-K for the year ended December 31, 1998.
(6) Incorporated by reference to the registrant's Quarterly Report on Form
10-A for the quarter ended September 30, 1998.
(7) Incorporated by reference to the registrant's Annual Report on Form
10-K for the year ended December 31, 1998.
-18-
<PAGE> 1
Exhibit 10.18
AMENDMENT NO. 3
TO
AGREEMENT OF SEVERANCE, WAIVER AND RELEASE
This Amendment No. 3 to Agreement of Severance, Waiver and Release (this
"Amendment") is made as of April 13, 2000, between UBICS, Inc., a Delaware
corporation ("UBICS"), and Manohar B. Hira ("Hira").
PREAMBLE:
UBICS and Hira are parties to an Agreement of Severance, Waiver and Release
dated March 18, 1999, as amended on December 1, 1999 and March 31, 1999 (the
"Severance Agreement"), which sets forth the terms of Hira's retirement from
employment with UBICS. The parties wish to amend further the Severance Agreement
to provide for the continued employment of Hira by UBICS on a quarter-to-quarter
basis following the Termination Date.
Therefore, UBICS and Hira, intending to be legally bound, agree as follows:
1. Notwithstanding the provisions of Section 1 of the Severance Agreement,
Hira shall continue to be employed by UBICS on a quarter-to-quarter basis from
and after the Termination Date, and during such time Hira shall receive
compensation and benefits pursuant to, and Hira and UBICS shall be bound by the
other terms of, the Employment Agreement, except as otherwise provided in this
Amendment or in the Severance Agreement, as amended hereby. Either UBICS or Hira
may elect to terminate Hira's employment effective as of the last day of any
calendar quarter (March 31, June 30, September 30 or December 31) by giving to
the other party written notice of such intent to terminate at least 15 days
prior to end of the calendar quarter when such termination is to be effective.
The effective date of such termination shall be the "Final Termination Date" for
purposes of the Severance Agreement and this Amendment. On the Final Termination
Date, except as otherwise provided in the Severance Agreement, as amended
hereby, the Employment Agreement shall terminate and be of no further force and
effect and the parties shall be released from all of their obligations under the
Employment Agreement.
2. Effective as of April 1, 2000, Hira's base compensation under the
Employment Agreement shall be at the rate of $15,000 per month.
3. Except as set forth above, the Severance Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
----------------------------------
Manohar B. Hira
----------------------------------
UBICS, Inc.
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
<PAGE> 1
Exhibit 10.19
EMPLOYMENT AGREEMENT
THIS AGREEMENT, is effective as of June 22, 1998 by and between UBICS, INC., a
Delaware Corporation (the "Company"), and PATRICK J. GHILANI (the "Employee").
WITNESSETH:
WHEREAS, the Company is engaged in the business of providing information
technology services to various organizations;
WHEREAS, the Company desires to procure the services of Employee and Employee is
willing to be employed by the Company, upon the terms and subject to the
conditions hereinafter set forth;
Intending to be legally bound, the Company agrees to employ Employee, and
Employee hereby agrees to be employed by the Company, upon the following terms
and conditions:
ARTICLE I
EMPLOYMENT
1.01 Office. Employee is hereby employed as Vice President, ERP Division of the
Company and to perform such duties and responsibilities as the Company's By-laws
and its Board of Directors, Chairman, or President may from time to time
designate.
1.02 Term. Subject to the terms and provisions of Article II hereof, Employee's
employment hereunder shall commence on June 22, 1998 and continuing until such
time as the employment is terminated as set forth in this agreement, and subject
to such other terms and conditions as set forth in this Agreement.
1.03 Salary. A salary shall be paid to Employee by the Company during the term
of this Agreement at the rate of $150,000.00 (One Hundred Fifty Thousand
Dollars) per annum, payable monthly in accordance with the Company's normal
payroll practices (the "Salary"). The Salary may be reviewed from time to time,
such review, if any, to be determined by the Compensation Committee of the Board
of Directors, in its sole discretion.
1.04 Bonus. The Company shall pay to Employee annually during the term of this
Agreement such bonus, if any, as may be determined by the Compensation Committee
of the Board of Directors.
1.05 Out of Pocket Expenses. Employee shall be entitled to reimbursement for his
reasonable out-of-pocket expenses incurred in performing his duties in
accordance with the general policy of Company, as it may change from time to
time, provided that Employee shall provide an itemized account together with
supporting receipts for such expenditure in accordance with the requirements set
forth in the Internal Revenue Code of 1986, as amended, and related regulations,
subject to the right of the Company at any time to place reasonable limitations
on such expenses thereafter to be incurred or reimbursed.
1.06 Employee Benefits. Subject to any limitations imposed by applicable law,
Employee shall be covered by such major medical and health insurance,
disability, pension, profit-sharing or 401(k) plans as may be available
generally to employees of the Company and shall be entitled to receive such
other benefits and perquisites as may be determined by the Board of Directors or
the Compensation Committee thereof.
1.07 Automobile. The Company shall furnish the Employee with an automobile
suitable to his status for business use in accordance with Company policy. The
automobile shall belong to the Company, and the Company shall be responsible for
all expenses relating to the automobile except that the Employee shall be
responsible for gasoline and oil expenses incurred in
<PAGE> 2
connection with his personal use of the automobile. The automobile is intended
for business use, and the Employee shall return it to the Company at the request
of the Company when his services are no longer used by the Company. The Employee
shall submit reports to the Company with respect to his use of the automobile in
sufficient detail to enable the Company to comply with all relevant federal and
state income and employment tax laws.
1.08 Options. Employee shall be entitled to receive options to purchase 50,000
(Fifty Thousand) shares of the Company's Common Stock under the Company's 1997
Stock Option Plan in accordance with the terms of a separate Stock Option
Agreement.
1.09 Vacation. You will be entitled to seven Company paid holidays. New Year's
Day, Washington's Birthday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas. In addition, you will be entitled to 4 (four)
weeks paid vacation at the completion of each year's service with UBICS.
1.10 Taxes. UBICS will withhold any applicable federal, state or local taxes for
compensation paid to Employee.
1.11 Compliance with Company Policies and Laws. In performing the duties and
responsibilities set forth in this Agreement, Employee shall use his best
efforts to comply with federal, state and local laws, and shall abide by all
policies, procedures and programs of UBICS.
1.12 Work Product. All work or services rendered under this Agreement, including
reports, papers, and other information ("Work Product"), are the exclusive
property of UBICS and all right, title and interest in such Work Product shall
vest in UBICS and shall be deemed to be work rendered under this agreement.
Employee agrees to assign all his right, title and interest in such Work Product
to UBICS and will otherwise cooperate as may be necessary to secure such rights
for UBICS. All files, lists, reports and other property relating to the business
of UBICS, whether prepared by the Employee or otherwise, shall remain the
exclusive property of UBICS and shall not be removed from the premises of UBICS
or UBICS's clients under any circumstances whatsoever without the prior written
consent of UBICS.
ARTICLE II
EMPLOYMENT AT WILL
2.01 Employment at Will. The parties agree and acknowledge that the employment
relationship created by this Agreement is at will and that either party may
terminate this agreement with or without cause. The party terminating the
agreement shall provide the other party with fifteen days notice of the party's
intent to terminate. However, any such notice shall not in any way alter or
modify the at will employment relationship established by this agreement. All
payments due to Employee under this agreement and all outstanding advances due
to UBICS by the Employee shall be settled in full within 30 days of the date of
termination.
ARTICLE III
EMPLOYEE'S ACKNOWLEDGMENTS
Employee acknowledges that: (a) in the course of Employee's employment by the
Company, Employee will acquire information concerning the Company's sales, sales
volume, sales methods, sales proposals, customers and prospective customers,
identity of key personnel in the employment of the Company, amount or kind of
customer's purchases from the Company, the Company's recruiting method and
practices, computer programs, system documentation, special hardware, product
hardware, related software development, manuals, formulas, processes, methods
and other confidential or proprietary information belonging to the Company
relating to the Company's affairs (collectively referred to herein as the
"Confidential Information"); (b) the Confidential Information is the property of
the Company; (c) the use, misappropriation or disclosure of the Confidential
Information would constitute a breach of trust and could cause irreparable
damage to the Company; and (d) it is essential for the protection of the
Company's goodwill and to the maintenance of the Company's competitive position
that the Confidential
<PAGE> 3
Information be kept secret and that Employee not disclose the Confidential
Information to others or use the Confidential Information to Employee's own
advantage or the advantage of others.
ARTICLE IV
EMPLOYEE'S COVENANTS AND AGREEMENTS
4.01 Nondisclosure or Utilization of Confidential Information. Employee agrees
to hold and safeguard the Confidential Information in trust for the Company and
its successors and assigns and agrees that he shall not, without the prior
written consent of the Company, misappropriate, disclose or use for any reason
or purpose, or make available to anyone for use outside the Company's
organization at any time for any reason or purpose, either during his employment
by the Company for any reason, any of the Confidential Information, whether or
not developed by Employee, except as required in the performance of Employee's
duties to the Company.
4.02 Duties. Employees agrees to be a loyal employee of the Company. Employee
agrees to devote his full working time and best efforts to the performance of
his duties for the Company, to give proper time and attention to furthering the
Company's business, and to comply with all rules, regulations and instructions
established or issued by the Company. Employee further agrees that during the
term of this Agreement, Employee shall not, directly or indirectly, engage in
any business which would detract from Employee's ability to apply his full
working time and best efforts to the performance of his duties hereunder.
Employee shall not perform services for other companies without the approval of
the Company's Board of Directors. Employee also agrees that he shall not usurp
any corporate opportunities of the Company.
4.03 Return of Materials. Upon the termination of Employee's employment by the
Company for any reason, Employee shall promptly deliver to the Company all
correspondence, drawings, blueprints, manuals, letters, notes, notebooks,
reports, programs, proposals and any documents concerning the Company's
customers or concerning products or processes used by the Company and, without
limiting the foregoing, will promptly deliver to the Company any and all other
documents or materials containing or constituting Confidential information.
4.04 Nonsolicitation of Customers. Employee agrees that during his employment by
the Company and for three (3) years following termination of Employee's
employment with the Company for any reason, he shall not, directly or
indirectly, solicit the trade of, or trade with, any customer or prospective
customer of the Company in competition with the Company.
4.05 Nonsolicitation of Employees. Employee agrees that during his employment by
the Company and for three (3) years following termination of Employee's
employment with the Company for any reason, Employee shall not, directly or
indirectly, solicit or induce, or attempt to solicit or induce, any employee of
the Company to leave the Company for any reason whatsoever, or hire and employee
of the Company.
ARTICLE V
EMPLOYEE'S REPRESENTATIONS AND WARRANTIES
5.01 No Prior Agreements. Employee represents and warrants that he is not a
party to or otherwise subjects to or bound by the terms of any contract,
agreement or understanding which in any manner would limit or otherwise affect
his ability to perform his obligations hereunder, including without limitation
any contract, agreement or understanding containing terms and provisions similar
in any manner to those contained in Article IV hereof.
5.02 Remedies. In the event of a breach of Employee of the terms of this
Agreement, the Company shall be entitled, if it shall so elect, to institute
legal proceedings to obtain damages for any such breach, or to enforce the
specific performance of this Agreement by Employee and to enjoin Employee from
any further violation of this Agreement and to exercise such remedies
cumulatively or in conjunction with all other rights and remedies provided by
law. Employee acknowledges, however, that the remedies at law for any breach by
him of the provisions of this Agreement may be inadequate and that the Company
shall be entitled to injunctive relief against him in the event of any breach.
<PAGE> 4
ARTICLE VI
SEVERABILITY
6.01 Severability. In the event that one or more of the provisions of the
agreement shall for any reason be held to be invalid, illegal or unenforceable,
the remaining provisions of this agreement shall be unimpaired, and the invalid,
illegal or unenforceable provision shall be replaced by a mutually acceptable
provision which being valid, legal and enforceable, comes closest to the
intention of the parties underlying the invalid, illegal or unenforceable
provision.
ARTICLE VII
MISCELLANEOUS
7.01 Authorization to Modify Restrictions. It is the intention of the parties
that the provisions of Article IV hereof shall be enforceable to the fullest
extent permissible under applicable law, but that the unenforceability (or
modification to conform to such law) of any provision or provisions hereof shall
not render unenforceable, or impair, the remainder thereof. If any provision or
provisions hereof shall be deemed invalid or unforceable, either in whole or in
part, this Agreement shall be deemed amended to delete or modify, as necessary,
the offending provision or provisions and to alter the bounds thereof in order
to render it valid and enforceable.
7.02 Entire Agreement. This Agreement represents the entire agreement of the
parties and may be amended only by a writing signed by each of them.
7.03 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania
7.04 Agreement Binding. The obligations of employee under this Agreement shall
continue after the termination of his employment with the Company for any
reason, with or without cause, and shall be binding on his heirs, executors,
legal representatives and assigns and shall be binding on and inure to the
benefit of any successors and assigns of the Company.
7.05 Counterparts, Section Headings. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an origignal, but
all of which together shall constitute one and the same instrument. The section
headings of this Agreement are for convenience for reference only and shall not
affect the construction or interpretation of any of the provisions hereof.
7.06 Binding Arbitration. The parties agree that all claims, disputes and other
matters in question between them, arising out of or related to this Agreement,
and the rights, duties and obligations arising thereunder or the breach thereof,
shall be decided by common-law arbitration in Pittsburgh, Pennsylvania, in
accordance with the rules of the American Arbitration Association then
prevailing, unless the parties mutually agree otherwise; provided however, the
Company shall have the right to obtain preliminary or permanent injunctive
relief from a court of appropriate jurisdiction while the arbitration process is
continuing, and/or after the Board of Arbitrators renders its decision on the
merits; provided further, if either party would be entitled to jurisdiction,
then in the interests in judicial economy, either party may litigate all
disputes against the other party and any third party in one action before a
court of appropriate jurisdiction. The parties agree that with regard to all
claims, disputes and remedies arising out of this Agreement, the American
Arbitration Association, and the Federal and State courts in Pittsburgh,
Pennsylvania and applicable appellate courts, shall have jurisdiction over their
persons. This provision shall not be deemed to confer exclusive subject matter
jurisdiction over such courts. This Agreement shall not be construed as a
consent to arbitrate any dispute with any person who is not party to this
Agreement.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed
this agreement on the day and year set forth below.
<PAGE> 5
WITNESS:
- ------------------------------ -----------------------------------
Patrick J. Ghilani
-----------------------------------
Date
WITNESS:
- ------------------------------ -----------------------------------
Vijay Reddy
Vice President
Personnel and Administration
-----------------------------------
Date
<PAGE> 1
Exhibit 10.20
AGREEMENT
THIS AGREEMENT is made as of August 20, 1999 by and between UBICS, Inc.,
a. Delaware corporation (the "Company"), and PATRICK J. GHILANI (the
"Employee").
RECITALS:
The Employee is employed as Vice President, ERP Division of the Company
pursuant to an Employment Agreement dated [June 22], 1998 (the "Employment
Agreement"). On July 21, 1999, the Employee provided the Company with notice of
his intent to terminate his employment with the Company (the "Termination
Notice"). The Company and the Employee have agreed that the Employee shall
remain in the employ of the Company beyond the Employee's requested termination
date, upon the terms and subject to the conditions of this Agreement.
Therefore, the parties agree as follows with the intent to be legally
bound.
AGREEMENT:
1. Notwithstanding the Employee's delivery of the Termination Notice, the
Employee shall remain employed as Vice President, ERP Division of the Company
under the terms of the Employment Agreement until January 3,2000 (the
"Termination Date").
2. The Company shall make a loan to the Employee in the amount of $37,500
(the "Loan"). Upon his receipt of the Loan, the Employee shall execute and
deliver to the Company a Promissory Note in the form of Exhibit A hereto
evidencing his obligation to repay the Loan. The parties agree, and the Note
shall provide, that on the Termination Date the Company shall forgive the entire
amount of the Loan and all accrued and unpaid interest thereon;
<PAGE> 2
provided however, that if prior to the Termination Date (i) the Employee is
terminated by the Company for cause as provided in the Employment Agreement or
(ii) the Employee breaches the terms of this Agreement, the Note shall become
immediately due and payable.
3. The Employee agrees that the existence and terms of this Agreement,
together with the negotiations, discussions, and proceedings leading up to this
Agreement, are confidential and neither the Employee, his attorney, nor any
individual acting on his behalf shall disclose any of these matters to any
person or entity, except as expressly required by law or by an order of a court
or government agency of competent jurisdiction. Prior to any disclosure required
by law, the Employee will notify the Company.
4. Except as set forth herein, the terms of the Employment Agreement shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
UBICS, INC.
By:
--------------------------------
Title:
-----------------------------
/s/ Patrick J. Ghilani
--------------------------------
Patrick J. Ghilani
-2-
<PAGE> 3
Exhibit A
PROMISSORY NOTE
$37,500 August 20, 1999
For value received, PATRICK J. GHILANI (the "Maker"), intending to be
legally bound, promises to pay to the order of UBICS, INC., a Delaware
corporation (the "Company"), the principal sum of THIRTY SEVEN THOUSAND FIVE
HUNDRED DOLLARS ($37,500), with interest on the outstanding principal balance
from the date of this Note at the interest rate specified below.
1. This Note bears interest at a rate of eight percent (8%) per annum
(based on a year of 365 days).
2. The principal amount of this Note, and all accrued and unpaid interest
on this Note, shall be automatically forgiven and the debt owed by the Maker
hereunder shall be extinguished on January 3, 2000 (the "Termination Date").
3. Notwithstanding the provisions of Paragraph 2 of this Note, the unpaid
principal amount of this Note and all accrued and unpaid interest shall
automatically become due and payable if (a) prior to the Termination Date, the
Maker's employment with the Company is terminated by the Company for cause
pursuant to the terms of the Maker's Employment Agreement with the Company dated
June 22, 1998 or (1) the Maker breaches the terms of the Agreement between the
Maker and the Company dated August 20, 1999.
4. The Maker agrees to pay all reasonable costs and expenses incurred by
the Company in enforcing collection of this Note, including reasonable
attorneys' fees and court costs.
5. All payments must be made to the Company in immediately available US.
funds at its address specified in Section 6 or to such other person or address
as the Company may inform the Maker by giving five business days' prior written
notice.
6. All notices, demands, payments and other communications shall be;
(a) in writing;
(b) sent by messenger, certified or registered U.S. mail, a reliable
express delivery service or telecopier (with a copy sent by one of the foregoing
means), charges prepaid as applicable, to the appropriate address(es) or
number(s) set forth below; and
(c) deemed to have been given on the date of receipt by the addressee
(or, if the date of receipt is not a business day, on the first business day
after the date of receipt), as evidenced by (i) a receipt executed by the
addressee (or a responsible person in his or her office), the records of the
person delivering the communication or a notice to the effect that the addressee
refused to claim or accept the communication, if sent by messenger, U.S. mail or
express delivery service, or (ii) a receipt generated by the sender's telecopier
showing that the communication was sent to the appropriate number on a specified
date, if sent by telecopier.
<PAGE> 4
All communications shall be sent to the following addresses or numbers, or to
such other addresses or numbers as either party may ipform the other by giving
five business days' prior notice:
If to the Maker: If to the Company:
Patrick J. Ghilani UBICS, Inc.
136 Greenbriar Drive 333 Technology Drive
Wexford, PA 15090 Suite 310, Southpointe
Canonsburg, PA 15317
Attn: Chief Financial Officer
7. To the extent permitted by applicable law, the Maker (a) waives
diligence, presentment for payment, protest and notice of nonpayment, dishonor,
default and acceleration and (b) waives and releases the Company and its
attorneys from all errors, defects and imperfections in any proceeding
instituted or maintained by the Company hereunder. All amounts payable in
respect of this Note shall be paid without counterclaim, set-off, deduction,
defense, suspension or deferment.
8. This Note may be amended only by a writing signed by the Maker and the
Company.
9. The rights and remedies of the Company are cumulative and not exclusive
of any rights or remedies which the Company would otherwise have. No single or
partial exercise of any right or remedy by the Company, and no discontinuance of
steps to enforce any right or remedy, will preclude any further exercise thereof
or of any other right or remedy.
10. The due performance or observance by the Maker of its obligations
hereunder shall not be waived, and the rights and remedies of the Company
hereunder shall not be affected, by any course of dealing or performance or by
any delay or failure of the Company in exercising any such right or remedy. The
due performance or observance by the Maker of its obligations hereunder may be
waived only by a writing signed by the Company, and any such waiver shall be
effective only to the extent specifically set forth in such writing.
11. The heirs, personal representatives, successors and assigns of the
Maker shall be bound by the terms of this Note; the rights and privileges of the
Company under this Note shall inure to the benefit of its successors and
assigns. The Maker may not assign or delegate its rights or obligations
hereunder without the prior written consent of the Company~
12. This Note shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania.
WITNESS:
/s/ Patrick J. Ghilani
- ---------------------------- ----------------------------------
Patrick J. Ghilani
-2-
<PAGE> 1
Exhibit 10.21
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, effective as of January 1, 2000, by and between UBICS,
Inc., a Delaware corporation (the "Company"), and BABU SRINIVAS (the
"Employee"),
WITNESSETH:
WHEREAS, Employer and Employee have entered into an Employment Agreement
dated October 1, 1997 (the "Agreement"); and
WHEREAS, the Compensation Committee of Employer has determined to
increase Employee's Salary and Employer and Employee desire to amend the
Agreement accordingly.
NOW, THEREFORE, the parties hereto, intending to be legally bound agree as
follows:
1. The Agreement is hereby amended to increase Employee's Salary to
$100,000 per annum.
2. Except as set forth herein, the Agreement shall remain unchanged and in
fuJi force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
UBICS, INC.
By:
-----------------------------
Manohar B. Hira, President
---------------------------------
BABU SRINIVAS
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED BALANCE SHEET OF UBICS, INC. AS OF MARCH 31, 2000 AND THE UNAUDITED
INCOME STATEMENT OF UBICS, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2000,
INCLUDING IN THE QUARTERLY REPORT OF UBICS, INC. ON FORM 10-Q FOR THE FISCAL
QUARTER ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 11,820
<SECURITIES> 0
<RECEIVABLES> 8,130
<ALLOWANCES> 985
<INVENTORY> 0
<CURRENT-ASSETS> 19,899
<PP&E> 2,737
<DEPRECIATION> (554)
<TOTAL-ASSETS> 22,332
<CURRENT-LIABILITIES> 4,276
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 17,991
<TOTAL-LIABILITY-AND-EQUITY> 22,332
<SALES> 0
<TOTAL-REVENUES> 9,244
<CGS> 0
<TOTAL-COSTS> 6,812
<OTHER-EXPENSES> 2,317
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 273
<INCOME-TAX> (106)
<INCOME-CONTINUING> 167
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 167
<EPS-BASIC> 0.03
<EPS-DILUTED> 0.03
</TABLE>
