U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT
For the transition period from to
Commission file number 0-24217
RIGL CORPORATION
______________________________________________________________________________
(Exact name of small business issuer as specified in its charter)
Nevada 85-0206668
______________________________________________________________________________
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
7501 North 16th Street, Suite 200, Phoenix, Arizona 85020
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 906-1924
N/A
______________________________________________________________________________
(Former name of former address, if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 12,273,842 as of July
22,1998.
Transitional Small Business Disclosure Format (check one): YES NO X
RIGL CORPORATION
INDEX TO FORM 10-QSB
PART I - FINANCIAL INFORMATION
______________________________
Item 1 - Financial Statements
Page
Number
Consolidated Balance Sheets as of
June 30, 1998 and September 30, 1997 3
Consolidated Statements of Operations
for the nine months and three months ended
June 30, 1998 and 1997 4
Consolidated Condensed Statements
of Cash Flows for the nine months ended
June 30, 1998 and 1997 5
Notes to Consolidated Financial Statements 6-9
Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations 10-11
PART II - OTHER INFORMATION
___________________________
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities and Use of Proceeds 12
Item 3 - Defaults Upon Senior Securities 12
Item 4 - Submission of Matters to a Vote of Security Holders 12-13
Item 5 - Other Information 13
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE>
RIGL CORPORATION
CONSOLIDATED BALANCE SHEETS
(A Development Stage Company)
June 30, September 30,
1998 1997
___________ ______________
ASSETS (Unaudited)
______
Current assets:
Cash and cash equivalents $ 2,021,399 841,702
Accounts receivable 1,050 -
Other receivables 6,058 5,342
Prepaid expenses 2,753 -
_________ ________
Total current assets 2,031,260 847,044
Property and equipment 184,115 87,510
Less accumulated depreciation (47,595) (15,814)
_________ ________
Net property and equipment 136,520 71,696
Other assets:
Organization costs 1,560 1,560
Shareholder loans 68,000 105,841
Other interest bearing loans 40,000 70,000
Proprietary technology 598,875 13,000
Technology rights - 10,000
Deposits 60,706 790
Less accumulated amortization (546) (812)
_________ ________
Net other assets 768,595 200,379
_________ ________
Total assets $ 2,936,375 $ 1,119,119
_________ ________
_________ ________
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
Current liabilities:
Accounts payable $ 72,373 $ 4,708
Accrued payroll expense 12,000 22,715
Due to shareholders 62,460 5,103
_________ ________
Total current liabilities 146,833 32,526
Due to shareholders 100,000 -
_________ ________
Total liabilities 246,833 32,526
Commitments and contingencies
Stockholders' equity:
Preferred stock; $.001 par value;
authorized 15,000,000 shares,
Series A, 3,000,000 authorized:
Shares subscribed; 638,400 at
September 30, 1997 638
Shares issues and outstanding; 2,361,600
at September 30, 1997 2,362
Series A.1, 2,000,000 authorized:
Shares subscribed; 1,761,360
at June 30, 1998 1,761
Additional paid-in-capital 1,759,599 2,934,500
Subscriptions receivable (1,761,360) (638,400)
_________ _________
Total preferred stock - 2,299,100
_________ _________
Common stock; $.001 par value;
authorized 50,000,000 shares;
issued and outstanding:
12,953,134 and 12,273,842 shares
at June 30, 1998, respectively,
and 6,537,530 shares
at September 30, 1997, respectively 12,274 6,537
Additional paid-in-capital 5,479,209 365,005
Subscriptions receivable - (800)
_________ ________
Total common stock 5,491,483 370,742
_________ ________
Treasury stock, at cost, 679,292 shares (69,822) -
Accumulated deficit (2,732,119) (1,583,249)
_________ ________
Total stockholders' equity 2,689,542 1,086,593
_________ ________
Total liabilities and
stockholders' equity $ 2,936,375 $ 1,119,119
_________ _________
_________ _________
See accompanying notes to these consolidated financial statements.
<PAGE>
RIGL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(A Development Stage Company)
(unaudited)
Nine Months Ended Three Months Ended
_____________________ _____________________
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
________ ________ ________ ________
Revenue:
Corporate revenue $ 70,644 $ 35,450 $ 34,888 $ 450
Royalty income 264 870 - 323
Stock transfer fees 2,212 - 225 -
________ ________ ________ ________
Total revenue 73,120 36,320 35,113 773
Direct expense - 387 - 196
________ ________ ________ ________
Gross profit 73,120 35,933 35,113 577
General & administrative
expenses 1,231,175 900,849 464,012 346,414
Depreciation &
amortization expense 51,515 7,336 20,565 4,106
________ ________ ________ ________
Net operating income (loss) (1,209,570) (872,252) (449,464) (349,943)
Interest (income) (62,416) (7,573) (22,297) (4,232)
________ ________ ________ ________
Income before taxes $(1,147,154) $(864,679) $(427,167) $(345,711)
Provision for income taxes 1,716 - 1,716 -
________ ________ _________ ________
Net income (loss) $(1,148,870) $(864,679) $(428,883) $(345,711)
________ ________ _________ ________
________ ________ _________ ________
Basic EPS $ (0.10) $ (0.14) $ (0.03) $ (0.06)
________ ________ _________ ________
________ ________ _________ ________
Diluted EPS $ (0.10) $ (0.14) $ (0.03) $ (0.06)
________ ________ _________ ________
________ ________ _________ ________
See accompanying notes to these consolidated financial statements.
<PAGE>
RIGL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(A Development Stage Company)
(unaudited)
Nine Months Ended
________________________
June 30, June 30,
1998 1997
CASH FLOWS PROVIDED BY
(USED IN) OPERATING ACTIVITIES:
Net cash provided by (used in)
operating activities $ (1,403,373) $ (966,256)
_____________ ____________
CASH FLOWS PROVIDED BY
(USED IN) INVESTING ACTIVITIES:
Capital expenditures (115,454) (59,202)
Expenditures to acquire
intangible assets (10,000) (1,560)
Expenditures to acquire/
develop technology rights (170,011) -
____________ ____________
Net cash provided by
(used in) investing
activities (295,465) (60,762)
____________ ____________
CASH FLOWS PROVIDED BY
(USED IN) FINANCING ACTIVITIES:
Proceeds from issuance
of common stock 1,495 2,670
Proceeds from issuance of
preferred stock 2,877,040 1,455,500
___________ __________
Net cash provided by
(used in) financing
activities 2,878,535 1,458,170
___________ __________
Net increase in cash
and cash equivalents 1,179,697 431,152
___________ __________
Cash and cash equivalents
at beginning of period 841,702 9,345
___________ __________
Cash and cash equivalents
at end of period $ 2,021,399 $ 440,497
___________ __________
___________ __________
See accompanying notes to these consolidated financial statements.
<PAGE>
RIGL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A Development Stage Company)
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
a. Organization of business
The Company was incorporated as Nuclear Corporation of New Mexico (NCNM) in
December 1968 for the purpose of mineral, oil and gas exploration. $300,000
was initially raised for exploration activities and NCNM remained active in
this business until 1974. Since 1974, NCNM has been substantially inactive,
receiving only residual income from over-riding royalty interest in oil and
gas leases.
In April, 1994 NCNM moved its domicile from the state of New Mexico to Nevada.
From that period until its combination with Renaissance Center, Inc. (RenCen)
NCNM remained substantially inactive.
The management of RenCen instituted a 1 for 2 reverse split of its common
stock held by management prior to the combination with NCNM. Subsequently,
RenCen decreased the number of authorized shares of common stock, par value
$.001, from 50 million to 25 million shares. In addition, the number of
shares issued and outstanding were reduced on the basis of 1 for 2 with any
scrip shares created as a result of the reverse rounded up to the next whole
share. No reduction or alterations were made to the preferred shares of
RenCen.
This business combination was accounted for as a pooling of interest. The
name of the merged companies was changed to Renaissance International Group,
Ltd (the Company) on July 2, 1997. On June 22, 1998, the shareholders
approved a change of the Company name to RIGL Corporation.
Subsequent to the reverse split and prior to the combination with NCNM, the
outstanding common shares of RenCen were 5,025,980 shares and were distributed
as follows:
Shares issued for
proprietary technology 3,632,916
Shares issued for cash 1,010,814
Shares issued for services 382,250
_________
Total shares issued 5,025,980
_________
b. Nature of business
The Company, through its subsidiary RenCen, owns a proprietary technology
developed by an officer of the Company for the integration of equipment and
components in high-tech digital multimedia studios.
Management has recognized that recent developments in data storage devices and
optical transmission capabilities have greatly increased the capability to
transfer, store and retrieve data. Hierarchical communication languages can
be used to develop software applications which will make real-time access of
this information a reality as well as adding artificial intelligence to core
operating systems.
These recent developments, combined with the Company's own state-of-the-art
proprietary technology have enabled it to look at alternative applications.
Management believes that the health services industry may provide this
alternative. This industry, though technically advanced in equipment, relies
upon outdated record keeping and retrieval methods. The Company is actively
pursuing acquisitions in the medical industry. Initially it has targeted
physician groups, outpatient surgical centers, skilled nursing facilities and
medical specialty organizations. It is management's intention to continue to
examine all industries for possible applications of its proprietary technology
as well as looking for opportunities to acquire other synergistic
technologies.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All material intercompany transactions and
balances have been eliminated in consolidation.
b. Accounting Method
The Company recognizes income and expenses based upon the accrual method of
accounting. No allowances have been made for doubtful accounts.
c. Unaudited Information and Basis of Presentation
The consolidated balance sheet as of June 30, 1998 and statements of
operations and condensed cash flows for all periods included in the
accompanying financial statements have not been audited. In the opinion of
management these financial statements include all normal and recurring
adjustments necessary for a fair presentation of such financial information.
The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the full year.
The financial information included herein has been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations. The interim financial
information and the notes thereto should be read in conjunction with the
audited financial statements for the fiscal years ended September 30, 1997,
September 30, 1996 and September 30, 1995 which are included in the Company's
1997 Annual Report to Stockholders.
d. Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the useful lives of the assets as follows:
Furniture and equipment 5-7 years
Automobiles 5 years
e. Income Taxes
The Company, a C Corporation, accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 (Accounting for Income
Taxes).
As of September 30, 1997, the Company has approximately $1,580,000 of net
operating loss carry forwards which can be used to offset future taxable
income.
f. Management's Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
g. Recent Accounting Pronouncements
In February 1997, SFAS No. 128, "Earnings per Share" ("SFAS 128") was issued.
Under SFAS 128, primary earnings per share is replaced by basic earnings per
share and fully diluted earnings per share is replaced by diluted earnings per
share.
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" ("SFAS 130") was
issued. SFAS 130 establishes standards for the reporting of comprehensive
income and its components in a full set of general-purpose financial
statements for periods beginning after December 15, 1997. Reclassification of
financial statements for earlier periods for comparative purposes is required.
In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131") was issued. SFAS 131 revises information
regarding the reporting of operating segments. It also establishes standards
for related disclosures about products and services, geographic areas and
major customers.
The Company adopted SFAS 128 in the first quarter of fiscal 1998 and SFAS 130
and SFAS 131 in fiscal 1999 and does not expect such adoptions to have a
material effect on the consolidated financial statements and footnotes.
NOTE 3 - OTHER ASSETS
Other assets consist of organization cost, shareholder loans, interest bearing
loans to third parties, proprietary technology rights and deposits.
The loans to shareholders and interest bearing loans to third parties all bear
interest at rates substantially above Arizona bank depository rates.
The investment in proprietary technology mainly relates to the acquisition of
the worldwide exclusive rights to the MEDASYS medical software system. The
Company acquired the software technology in exchange for 255,864 shares of its
common stock and $65,000 in cash. Management believes that the acquisition of
the MEDASYS technology will shorten the time to market of the Company's own
internally developed system as well as save significant development resources.
The Company optioned the right to patented Optical Collision Avoidance System
(O-CAS) from its inventor for $20,000. These technology rights were written
off in the quarter ended December 31, 1997 as these rights were no longer
considered to have value to the Company.
NOTE 4 SHAREHOLDERS' EQUITY
During the nine months ended June 30, 1998, the Company completed the
following stock transactions from its authorized but unissued capital shares:
Payments in the amount of $2,877,040 were received on the Series A and
A.1 preferred stock subscriptions and $1,495 received on common stock
subscriptions. Costs and expenses relating to the sales of these shares
totaled $337,758. The preferred shares carry a conversion to common on a
one for one basis and 5,238,640 were converted during the nine months
ended June 30, 1998.
The Company issued 25,000 shares in exchange for services rendered.
During the year ended September 30, 1997, the Company completed the following
stock transactions from its authorized but not unissued capital shares:
Payments in the amount of $2,266,600 were received in Series A preferred
stock subscriptions and $2,760 received on common stock subscriptions. Costs
and expenses relating to the sale of these shares totaled $62,500 of which
$60,000 was converted into common shares, during the quarter ended December
31, 1997, at the request of the selling agents.
The Company issued 217,250 common shares for services rendered.
Effective October 22, 1997 warrants were issued to existing stockholders to
acquire 2,598,170 preferred shares at a price of $2.00 per share and 750,000
common shares at a price of $2.30 per share. The warrants expire on October
30, 1999. The Company granted certain of its executive officers and other
individuals options to purchase shares of the Company's common stock. At June
30, 1998 options to purchase 1,112,074 shares of common stock were outstanding.
NOTE 5 - EARNINGS PER SHARE
In February 1997 the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," which is effective for financial statements for both interim and
annual periods ending after December 15, 1997. The new standard eliminates
primary and fully dilutive earnings per share and requires presentation of
basic and diluted earnings per share with disclosures of the methods used to
compute the per share amounts.
Basic earnings per share excludes dilution and is computed by dividing income
available to common shareholders by the weighted-average common shares
outstanding for the period. Diluted earnings per share reflects the weighted-
average common shares outstanding plus the potential effect of securities or
contracts which are convertible to common shares such as options, warrants,
and convertible debt and preferred stock. The adoption of this standard is not
expected to have a material impact on earnings per share of the Company. In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from exercise of
stock options rather than the higher of the average or ending stock price as
used in the computation of fully diluted EPS.
The following is a reconciliation between the components of the basic and
diluted net income (loss) per share calculations for the periods presented
below:
Nine Months Ended:
June 30, 1998 June 30, 1997
_____________________________ _____________________________
Income Shares Per Income Shares Per
Share Share
Amount Amount
_________ _________ ______ _________ _________ ______
Basic income
(loss) per
share
Net income
(loss) $(1,148,870) 11,078,339 $(0.10) $(864,679) 6,013,280 $(0.14)
________ ________
________ ________
Effect of
dilutive
securities
Stock
options/
warrants 60,628
_________ _________ ______ _________ _________ ______
Diluted net
income (loss)
per share
Net income
(loss) plus
assumed
exercises
and
conversions$(1,148,870) 11,138,967 $(0.10) $(864,679) 6,013,280 $(0.14)
________________________________________________________________
________________________________________________________________
Three Months Ended:
June 30, June 30,
1998 1997
_____________________________ _______________________________
Income Shares Per Income Shares Per
Share Share
Amount Amount
_________ _________ ______ _________ _________ ______
Basic income
(loss)
per share
Net income
(loss) $(428,883) 12,669,675 $(0.03) $(345,711) 6,013,280 $(0.06)
_______ _______
_______ _______
Effect of
dilutive
securities
Stock
options/
warrants 60,628
_________ _________ ______ _________ _________ ______
Diluted
net income
(loss)
per share
Net income
(loss) plus
assumed
exercises
and
conversions$(428,883) 12,730,303 $(0.03) $(345,711) 6,013,280 $(0.06)
________________________________________________________________
________________________________________________________________
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL POSITION AND LIQUIDITY
The Company's current ratio was 13.8 to 1 at June 30, 1998. Cash and cash
equivalents increased $1,179,697 to $2,021,399 at June 30, 1998 from $841,702
at September 30, 1997. The increase in cash and cash equivalents was
primarily due to payments received on preferred stock subscriptions offset by
cash used in operations.
The Company has successfully raised capital financing during the nine months
ended June 30, 1998, and the year ended September 30, 1997. Additional
capital will be required for the Company to fully expand its operations into
all of the markets. The amount of the additional capital that may be required
is dependent upon, among other things, the expansion of existing financial
resources, and the availability of other financing on favorable terms and
future operating results. Therefore, the Company's ultimate success may
depend upon its ability to raise additional capital or debt financing. There
can be no assurance that additional capital can be raised or obtained as
needed or that the Company can ultimately fulfill its business objectives.
The Company believes that it has adequate cash on hand to satisfy its working
capital requirements in fiscal 1998. The Company does not anticipate paying
dividends on its Common Stock in the foreseeable future.
Certain matters contained herein are forward looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those in the forward looking statements. Assumptions relating to these
forward looking statements involve judgments with respect to, among other
things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond control of the Company.
RESULTS OF OPERATIONS
Total Revenue. Total revenue increased $34,340 to $35,113 during the three
months ended June 30, 1998 as compared to the $773 in the same period of
fiscal 1997. On a year-to-date basis total revenue increased $36,800 to
$73,120 compared to $36,320 in the previous year. These increases are due to
the additional consulting services provided by Renaissance Center, Ltd.
(RenCen), a wholly owned subsidiary of the Company. RenCen owns a proprietary
technology developed by a Company officer for the integration of equipment and
components in high-tech digital multimedia studios.
Management has recognized that recent developments in data storage and optical
transmission capabilities have greatly increased the capability to transfer,
store and retrieve data. Hierarchical communication languages can be used to
develop software applications which will make real-time access of this
information a reality as well as adding artificial intelligence to core
operating systems.
These recent developments, combined with the Company's own state of the art
proprietary technology have enabled it to look at alternative applications.
Management believes that the health services industry may provide this
alternative. This industry, though technically advanced in equipment, relies
upon out-dated record keeping and retrieval methods. The Company is actively
pursuing acquisitions and affiliations in the medical industry. Initially it
has targeted physician groups, outpatient surgical centers, skilled nursing
facilities and medical specialty organizations. It is management's intention
to continue to examine all industries for possible applications of its
proprietary technology as well as looking for opportunities to acquire other
synergistic technologies.
Management believes that initial contracts in the near future will begin to
generate revenues from the hardware integration and data management consulting
segments of the business.
General & Administrative Expenses. General & administrative expenses
increased $117,598 to $464,012 during the three months ended June 30, 1998 as
compared to the $346,414 in the same period of fiscal 1997. On a year-to-date
basis general & administrative expenses increased $330,325 to $1,231,175
compared to $900,849 in the previous year. The increases in general &
administrative expenses relate to several key components to the future success
of the Company. First are the expenses incurred associated with research and
development costs related to the Company's proprietary technology. Additional
costs are due to increased sales and marketing efforts related to the
Company's proprietary technology. Finally, general & administrative expenses
increased due to the costs incurred in securing key management personnel for
both the corporate management and development programs.
The Company had thirteen employees at June 30, 1998 compared to six at
September 30, 1997. These employees were dedicated to the development of the
AMIRE system and the enrollment and operation of physician practices.
Management anticipates additional employees will be hired as the Company
progresses through the development stage of the AMIRE system and enrolls
physician practices.
Depreciation & amortization expense. Depreciation & amortization expense
creased $16,459 to $20,565 during the three months ended June 30, 1998 as
compared to the $4,106 in the same period of fiscal 1997. On a year-to-date
basis depreciation & amortization expenses increased $44,179 to $51,515
compared to $7,336 in the previous year. The increase in depreciation is due
to the addition of approximately $100,000 in property and equipment during
1998. Management anticipates additional property and equipment will be
required as the Company progresses through the development stage of the AMIRE
system. The increase in amortization was due to $20,000 of technology rights
written off, as these rights were no longer considered to have any value to
the Company.
Interest Income. Interest income increased $18,065 to $22,297 during the
three months ended June 30, 1998 as compared to the $4,232 in the same period
of fiscal 1997. On a year-to-date basis interest income increased $54,843 to
$62,416 compared to $7,573 in the previous year. The increase is due to the
cash received on preferred stock subscriptions during the current year which
has given the Company a higher cash balance to invest in interest earning
accounts. These cash balances will be utilized in the future on the
development of the AMIRE system, therefore interest income could decrease in
future periods.
Income taxes. The provision for income taxes relates to minimum tax
requirements in various states that the Company does business. The Company
has approximately $1,580,000 of net operating loss carry forwards which can be
used to offset future taxable income.
Net income (loss) and weighted average shares. Net loss for the three months
ded was $428,883 (or $0.03 per share) compared to net loss of $345,711 (or
$0.06 per share) for the prior year third quarter. Net loss for the nine
months ended was $1,148,870 (or $0.10 per share) compared to net loss of
$864,679 (or $0.14 per share) for the same period of the prior year.
The weighted average number of shares outstanding for the nine month period
ended June 30, 1998 and June 30, 1997 were 11,078,339 and 6,013,280,
respectively. The weighted average number of shares outstanding for the three
month period ended June 30, 1998 and June 30, 1997 were 12,669,675 and
6,013,280, respectively.
<PAGE>
RIGL CORPORATION
PART II
Item 1 Legal Proceedings
None
Item 2 Changes in Securities and Use of Proceeds
(a) On June 22, 1998 the shareholders approved a change in RIGL
Corporation's charter to increase the authorized shares of
common stock from 25,000,000 to 50,000,000.
(b) Not applicable
(c) Not applicable
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
(a) The 1997 Annual Meeting of Stockholders of RIGL Corporation
was held on June 22, 1998
(b) Not required
(c) The following matters were voted upon and approved at the
meeting:
(i) Ratification of the prior acts of the Board of Directors
since the last meeting of stockholders of the Company
(ii) The re-election of the Board of Directors to serve until
the fiscal 1998 Annual Meeting of Stockholders; nominees
were Tennessee Webb, Harold Roberts, William O'Neal,
Walter Vogel and Kevin L. Jones
(iii) The adoption of the 1998 Stock Option Plan
(iv) The appointment of Singer, Lewak, Greenbaum & Goldstein
LLP as the independent public accountants for the
Company for the year ended September 30, 1998
(v) The amendment of the Certificate of Incorporation to
change the name of the Company to RIGL Corporation
(vi) The amendment of the Certificate of Incorporation to
increase the authorized shares of the Company from
25,000,000 to 50,000,000
Summary of proxies votes:
Proposal For Against Abstain
(i) Ratification of prior acts 6,653,993 - 35,000
(ii) Webb 6,688,993 - -
(ii) Roberts 6,688,993 - -
(ii) O'Neal 6,531,493 157,500 -
(ii) Vogel 6,688,993 - -
(ii) Jones 6,688,993 - -
(iii) 1998 Stock Option Plan 6,668,993 - 20,000
(iv) Independent auditors 6,688,993 - -
(v) Name change to RIGL 6,106,993 307,000 275,000
(vi) Increase shares to
50,000,000 6,088,993 157,500 442,500
Total shares voted 6,688,993
Total shares not voted 5,583,849
(d) None
Item 5 Other Information
None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibit Index Page 15
(b) No reports on Form 8-K were filed during the three months
ended June 30, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
August 12, 1998
RIGL CORPORATION
/s/ Kevin L. Jones
Kevin L. Jones, Title: Director and President
/s/ John A. Williams
John A. Williams, Title: Chief Financial Officer
RIGL CORPORATION
INDEX TO EXHIBITS
Exhibit
Number Description
______________________________________________________________________________
10.1* Employment Agreement Among Michael MacKay and Renaissance
International Group, Ltd.
27 Financial Data Schedule
EXHIBIT 10.1*
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is by and between RENAISSANCE INTERNATIONAL
GROUP, LTD., a Nevada corporation ("Company"), and MICHAEL MACKAY, an
individual ("Employee").
RECITALS:
A. Company is engaged, among other things, developing numerous digital
information systems for the medical, multi-media and entertainment industries
("Company Business"). Employee has substantial experience and expertise in
the area of system design and architecture.
B. Company desires to retain the services of Employee as an executive, to act
as its CHIEF TECHNOLOGY OFFICER, and Employee desires and is willing to
continue employment with the Company in that capacity.
C. Company and Employee desire to embody the terms and conditions of
Employee's employment in a written agreement, which will supersede all prior
agreements of employment, whether written or oral, pursuant to the terms and
conditions hereinafter set forth.
D. The Board of Directors of Company (the "Board"), has determined that it is
in the best interests of Company and its shareholders to assure that Company
will have the continued dedication of Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined in
Section 6(f)) of Company. The Board believes it is imperative to diminish the
inevitable distraction of Employee by virtue of the personal uncertainties and
risks created by a pending or threatened Change of Control and to encourage
Employee's full attention and dedication to Company currently and in the event
of any threatened or pending Change of Control, and to provide Employee with
compensation and benefits arrangements upon a Change of Control which ensure
that the compensation and benefits expectations of Employee will be satisfied
and which are competitive with those of other corporations. Therefore, in
order to accomplish these objectives, the Board has caused Company to enter
into this Agreement.
AGREEMENT
In consideration of the recitals and mutual agreements hereinafter set forth,
the parties agree as follows:
1. Employment. Company agrees to continue to employ Employee on a
full-time basis, in accordance with the terms and conditions set forth herein,
and Employee agrees to accept such continued full-time employment in
accordance with said terms and conditions. Employee shall have such duties
and responsibilities as shall be allocated to him from time to time by the
Board in his capacity as the Chief Technology Officer. Employee's title and
duties may be changed from time to time in the discretion of Company's Board
so long as he is maintained in an executive capacity with duties,
responsibilities and privileges commensurate with his current level of
employment. Employee agrees to devote his full time, skill, knowledge and
attention to the business of Company and the performance of his duties under
this Agreement. Employee shall report directly to the President of Company.
2. Term. The initial term (the "Term") of employment under this
Agreement shall commence on May 15, 1998 (the "Effective Date") and shall
continue for a period of five (5) years, unless earlier terminated as set
forth in Section 6 below. Thereafter, this Agreement shall automatically
renew for an additional three-year period (the "Renewal Term") unless either
party gives the other written notice of non-renewal at least 30 days prior to
the expiration of the Term or Renewal Term.
3. Compensation.
(a) Base Salary. Company agrees to pay Employee an initial
annual base salary of $120,000, before deducting all applicable withholdings
which shall be payable in accordance with Company's standard executive payroll
policies as they may be revised from time to time. Employee's annual base
salary shall thereafter be subject to annual adjustment in accordance with
Company's standard executive compensation policies, but in no event shall
Employee's annual base salary be less than $120,000 per year during the Term
or Renewal Term.
(b) Incentive Bonus. After commencing his duties as Chief
Technology Officer, Company's Executive Committee shall, at its option, design
and present to the Board for review, adjustment and adoption, an incentive
compensation program for key employees. Employee shall be designated as a key
employee and shall be entitled to participate in such program, and if
financial targets established pursuant to the program are met, will be
eligible to earn in any year an additional maximum amount of compensation in
the form of stock, stock options and/or cash as determined by Company's
Executive Committee.
(c) Deductions. Company shall deduct from the payments made to
Employee hereunder any federal, state or local withholding or other taxes or
charges which Company is required to deduct under applicable law, and all
amounts payable to Employee under this Agreement are stated before any such
deductions. Company shall have the right to rely upon written opinion of
counsel if any questions arise as to any deductions.
4. Benefits.
(a) Insurance. In addition to the compensation described above,
while Employee is employed hereunder, Company shall pay for and provide
Employee and his dependents with the same amount and type of health, medical
and life insurance as is provided from time to time to executive officers of
Company during the Term and Renewal Term, if applicable.
(b) Expense Reimbursement. In addition to the compensation and
benefits provided above, Company shall, upon prior approval of the Executive
Committee and receipt of appropriate documentation, reimburse Employee each
month for his reasonable travel, lodging and other ordinary and necessary
business expenses consistent with Company's policies as in effect from time to
time.
(c) Retirement Plan. In addition to the compensation and benefits
provided above, Company shall pay for and provide Employee a retirement or
pension plan as is provided from time to time to executive officers of Company
during the Term and Renewal Term, if applicable.
5. Vacation. Employee shall be entitled to vacation with pay in
accordance with Company's vacation policy as in effect from time to time. In
addition, Employee shall be entitled to such holidays as Company may approve
for its executive personnel.
6. Termination. The Board may terminate Employee's employment by
Company prior to the expiration of the Term or Renewal Term in the manner
provided in either Section 6(a) or Section 6(b). Additionally, if notice of
non-renewal is given pursuant to Section 2, the term of employment shall
expire at the end of the Term and Employee shall be entitled to compensation
as provided in Section 6(e).
(a) For Cause. Company may terminate this Agreement for cause
upon written notice to the Employee stating the facts constituting such cause,
provided that Employee shall have 10 days following such notice to cure any
conduct or act, if curable, alleged to provide grounds for termination for
cause hereunder. In the event of termination for cause, any unexercised stock
options granted pursuant to Section 3 shall automatically expire, and Company
shall be obligated to pay Employee only the salary due him through the date of
termination pursuant to Section 3(a). Cause shall include material neglect of
duties, failure to abide by ethical and good faith instructions or policies
from or set by the Board, conviction of a felony or serious misdemeanor
offense or pleading guilty or nolo contendere to same, the commission by
Employee of an act of dishonesty or moral turpitude, Employee's breach of this
Agreement, breach by Employee of any other material obligation to Company, or
upon the bankruptcy, receivership, dissolution or cessation of business of
Company.
(b) Without Cause. Any termination of Employee by Company for
any other reason than for cause shall constitute a termination without cause.
Any termination resulting from a Change of Control as defined below shall
constitute a termination without cause without the necessity of written notice
to Employee. Upon termination under this Section 6(b), Company shall (I) pay
to Employee his base salary at the time of termination due him through the
date of the expiration of the Term, or Renewal Term, if applicable; and (ii)
within 60 days after the end of the fiscal year in which termination pursuant
to this Section 6(b) occurs, Employee shall be entitled to receive a
separation payment as defined below.
(c) Disability. If during the Term, or Renewal Term, if
applicable, Employee fails to perform his duties hereunder because of physical
or mental illness or other incapacity for a period of two consecutive months,
or for 45 days during any 120-day period, Company shall have the right to
terminate this Agreement without further obligation hereunder except for any
bonus amount payable in accordance with this Section 6 and any amounts
payable pursuant to disability plans generally applicable to executive
employees. Company shall provide Employee with notice of commencement of the
disability period, which period cannot commence more than seven (7) days prior
to the date of the notice. If there is any dispute as to whether Employee is
or was physically or mentally disabled under this Agreement, or whether his
disability has ceased and he is able to resume his duties, such question shall
be submitted to a licensed physician agreed upon by the parties. Employee
shall submit to such examinations and provide information as such physician
may request, and the determination of such physician as to Employee's physical
or mental condition shall be binding and conclusive on the parties. Company
agrees to pay the cost of any such physician's services, tests and
examinations.
(d) Death. If Employee dies during the Term, or Renewal Term, if
applicable, this Agreement shall terminate immediately, and the Employee's
legal representatives shall be entitled to receive the base salary due the
Employee through the last day of the calendar month in which his death shall
have occurred and any other death benefits generally applicable to executive
employees.
(e) Non-Renewal. If Employee's term of employment is not renewed
by Company as contemplated by Section 2 at the end of the Term, Company shall
pay to Employee the base salary due him through the end of the Term, less
applicable withholdings.
(f) Change of Control. For purposes of this Agreement (except to
the extent governed or affected by Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code")), "Change in Control" shall be deemed to have
occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:
i) Any "person" (as such term is used in Section 13(d) and
14(d)) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
or "persons" acting in concert, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty-five percent (25%) or more of
the combined voting power of Company's then outstanding securities, provided
that the term "person" for purposes of this Section 6(f)(I) shall exclude
Company or any trustee or other fiduciary holding securities under an employee
benefit plan of Company; or
ii) The stockholders of Company approve an acquisition
and/or merger or consolidation of Company with any other corporation, other
than (A) an acquisition and/or a merger or consolidation which would result in
the voting securities of Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity), in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of Company, at least seventy percent (70%) of the
combined voting power of the voting securities of Company or such surviving
entity outstanding immediately after such merger or consolidation, or (B) an
acquisition and/or merger or consolidation effected to implement a
recapitalization of Company (or similar transaction) in which no person
acquires more than fifty percent (50%) of the combined voting power of
Company's then outstanding securities; or
iii) The stockholders of Company approve a plan of complete
liquidation of Company or an agreement for the sale or disposition by Company
of all or substantially all Company's assets.
(g) Separation Payment.
i) For purposes of this Agreement, "Separation Payment"
means a payment equal to 2.99 times the Employee's annual base salary at the
time of termination, subject to the limitations in (6)(g)(ii), below.
ii) If the Separation Payment plus any other severance
benefits or any other payments or benefits received or to be received by
Employee from the Company (whether payable pursuant to the terms of this
Agreement or pursuant to any other plan, agreement or arrangement with the
Company or any corporation ("Affiliate") affiliated with the Company within
the meaning of Section 1504 of the Code (collectively, "Severance Benefits"),
in the opinion of tax counsel selected by the Company and acceptable to
Employee, constitute "parachute payments" within the meaning of Section 280G
(b)(2) of the Code, and the present value of such "parachute payments" equals
or exceeds three times the average of the annual compensation payable to
Employee by the Company (or an Affiliate) and includable in Employee's gross
income for federal income tax purposes for the five years preceding the year
in which the Employee was terminated without cause under Section 6(b) of this
Agreement (including, without limitation, a termination without cause upon a
Change of Control) ("Base Amount"), if, but only if Employee so elects in
writing, such Severance Benefits shall be reduced to an amount the present
value of which (when combined with the present value of any other payments or
benefits otherwise received or to be received by Employee from the Company or
an Affiliate that are deemed "parachute payments") is equal to 2.99 times the
Base Amount, notwithstanding any other provision to the contrary in this
Agreement. However, the Severance Benefits shall not be reduced if in the
opinion of such tax counsel, the Severance Benefits (in their full amount or
as partially reduced, as the case may be) plus all other payments or benefits
which constitute "parachute payments" within the meaning of Section 280G
(b)(2) of the Code are reasonable compensation for services actually rendered,
within the meaning of Section 280G (b)(4) of the Code, and such payments are
deductible by the Company. The Base Amount shall include every type and form
of compensation includable in Employee's gross income in respect of his
employment by the company (or an Affiliate), except to the extent otherwise
provided in temporary or final regulations promulgated under Section 280G (b)
of the Code. For purposes of this Section 6 (g)(ii), a "change in ownership
or control" shall have the meaning set forth in Section 280G (b) of the Code
and any temporary or final regulations promulgated thereunder. The present
value of any non-cash benefit or any deferred cash payment shall be determined
by the Company's independent auditors in accordance with the principles of
Sections 280G (d)(3) and (4) of the Code.
iii) Employee shall have the right to request that the
Company obtain a ruling from the Internal Revenue Service ("Service") as to
whether any or all payments or benefits determined by such tax counsel are, in
the view of the Service, "parachute payments" under Section 280G. If a ruling
is sought pursuant to executive's request, no Severance Benefits payable under
this Agreement shall be made to Employee to the extent they would exceed 2.99
times the Base Amount until after 15 days from the date of such ruling. For
purposes of this Section 6, Employee and the Company agree to be bound by the
Service's ruling as to whether payments constitute "parachute payments" under
Section 280G. If the Service declines, for any reason, to provide the ruling
requested, the tax counsel's opinion provided with respect to what payments or
benefits constitute "parachute payments" shall control, and the period during
which the excessive portion of the Severance Benefits may be deferred shall be
extended to a date 15 days from the date of the Service's notice indicating
that no ruling would be forthcoming.
iv) If Section 280G, or any successor statute, is repealed,
this Section 6(g) shall cease to be effective on the effective of such repeal.
The parties to this Agreement recognize that final regulations under Section
280G of the Code may affect the amounts that may be paid under this Agreement
and agree that, upon issuance of such final regulations this Agreement may be
modified as in good faith deemed necessary in light of the provisions of such
regulations to achieve the purposes of this Agreement, and that consent to
such modifications shall not be unreasonably withheld.
7. Non-competition; Confidential Information.
(a) Confidential Information. Employee acknowledges that
Employee may receive, or contribute to the production of, Confidential
Information. For purposes of this Agreement, Employee agrees that
"Confidential Information" shall mean information or material proprietary to
Company or designated as Confidential Information by Company and not generally
known by non-Company personnel, which Employee develops or of or to which
Employee may obtain knowledge or access through or as a result of Employee's
relationship with Company (including information conceived, originated,
discovered or developed in whole or in part by Employee). Confidential
Information includes, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced
to writing) related to Company's business: discoveries, inventions, ideas,
concepts, research, development, processes, procedures, "know-how", formulae,
marketing techniques and materials, marketing and development plans, business
plans, customer names and other information related to customers, price lists,
pricing policies, financial information, employee compensation, and computer
programs and systems. Confidential Information also includes any information
described above which Company obtains from another party and which Company
treats as proprietary or designates as Confidential Information, whether or
not owned by or developed by Company. Employee acknowledges that the
Confidential Information derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use. Information publicly known without breach of this
Agreement that is generally employed by the trade at or after the time
Employee first learns of such information, or generic information or knowledge
which Employee would have learned in the course of similar employment or work
elsewhere in the trade, shall not be deemed part of the Confidential
Information. Employee further agrees:
i) to furnish Company on demand, at any time during or after
employment, a complete list of the names and addresses of all present, former
and potential customers and other contacts gained while an employee of Company
in Employee's possession, whether or not in the possession or within the
knowledge of Company;
ii) that all notes, memoranda, documentation and records in
any way incorporating or reflecting any Confidential Information shall belong
exclusively to Company, and Employee agrees to turn over all copies of such
materials in Employee's control to Company upon request or upon termination of
Employee's employment with Company;
iii) that while employed by Company and thereafter Employee
will hold in confidence and not directly or indirectly reveal, report,
publish, disclose or transfer any of the Confidential Information to any
person or entity, or utilize any of the Confidential Information for any
purpose, except in the course of Employee's work for Company; and
iv) that any idea related to the Company's business in whole
or in part conceived of or made by Employee during the term of his employment,
consulting, or similar relationship with Company which relates directly or
indirectly to Company's current or planned lines of business and is made
through the use of any of the Confidential Information of Company or any of
Company's equipment, facilities, trade secrets or time, or which results from
any work performed by Employee for Company, shall belong exclusively to
Company and shall be deemed a part of the Confidential Information for
purposes of this Agreement. Employee hereby assigns and agrees to assign to
Company all rights in and to such Confidential Information whether for
purposes of obtaining patent or copyright protection or otherwise. Employee
shall acknowledge and deliver to Company, without charge to Company (but at
its expense) such written instruments and do such other acts, including giving
testimony in support of Employee's authorship or inventorship, as the case may
be, necessary in the opinion of Company to obtain patents or copyrights or to
otherwise protect or vest in Company the entire right and title in and to the
Confidential Information.
(b) Non-competition. During the Term, Employee agrees that he
shall not enter into or engage, directly or indirectly, whether on his own
account or as a shareholder (other than as a less than 2% shareholder of a
publicly-held company), partner, joint venturer, employee, consultant,
advisor, and/or agent, of any person, firm, corporation, or other entity, in
any or all of the following activities:
i) Engaging in Company Business in the United States;
ii) soliciting the past or existing customers, clients,
suppliers, or business patronage of Company or any of its predecessors,
affiliates or subsidiaries, or use any Confidential Information (as defined in
Section 7(a)) for the purpose of, or which results in, competition with
Company or any of its affiliates or subsidiaries;
iii) soliciting the employment of any employees of Company
or any of its affiliates or subsidiaries; and
iv) promoting or assisting, financially or otherwise, any
person, firm, association, corporation, or other entity engaged in the Company
Business in the United States.
(c) Injunctions. It is agreed that the restrictions contained in
this Section 7 are reasonable, but it is recognized that damages in the event
of the breach of any of the restrictions will be difficult or impossible to
ascertain; and, therefore, Employee agrees that, in addition to and without
limiting any other right or remedy Company may have, Company shall have the
right to an injunction against Employee issued by a court of competent
jurisdiction enjoining any such breach without showing or proving any actual
damage to Company.
(d) Employee also agrees, acknowledges, covenants, represents and
warrants as follows:
i) that he has read and fully understands the foregoing
restrictions and that he has consulted with a competent attorney regarding the
uses and enforceability of restrictive covenants;
ii) that he is fully and completely aware that, and further
understands that, the foregoing restrictive covenants are an essential part of
the consideration for Company entering into this Agreement and that Company is
entering into this Agreement in full reliance on these acknowledgments,
covenants, representations and warranties; and
iii) that the existence of any claim or cause of action by
him against Company, if any, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by Company of the
foregoing restrictive covenants which shall be litigated separately.
(e) If period of time and/or territory described above are
nevertheless held to be in any respect an unreasonable restriction (after
giving due consideration to the provisions of Section 7(d) above), then it is
agreed that the court so holding may reduce the territory to which the
restriction pertains or the period of time in which it operates or may reduce
both such territory and such period, to the minimum extent necessary to render
such provision enforceable.
(f) The obligations described in this Section 7 shall survive any
termination of this Agreement or any termination of the employment
relationship created hereunder for the maximum period of time said obligations
may be legally enforced.
8. Inventions and Creations.
(a) Employee agrees that all inventions, discoveries,
developments, improvements, ideas, distinctive marks, symbols or phrases,
copyrightable creations, works of authorship, mask works and other
contributions including but not limited to software, advertising, design,
artwork, manuals and writings (collectively referred to as "Creations"),
whether or not protected by statute, which have been, or are in the future
conceived, created, made, developed or acquired by Employee, either
individually or jointly, while employee is retained by Company and relate in
any manner to Employee's work for Company, the research or business of Company
or fields into which the business of Company shall extend during the Term of
this Agreement, belong to Company. Employee hereby sells, assigns and
transfers to Company exclusively and irrevocably, without further
compensation, all ownership, title and rights in and to all of the Creations.
Employee further agrees to promptly and fully disclose the Creations to
Company in writing, if requested by Company, and to execute and deliver any
and all lawful applications, assignments and other documents which Company
requests for protecting the Creations in the United States or any other
country. Company shall have the full and sole power to prosecute such
applications and to take all other actions concerning the Creations, and
Employee agrees to cooperate fully, at the expense of Company, in the
preparation and prosecution of all such applications and any legal actions and
proceedings concerning the Creations.
(b) Employee agrees and warrants that the Creations will be
Employee's original work and will not knowingly, improperly or illegally
incorporate any material created by or belonging to others.
(c) Employee agrees to and does hereby sell, assign, convey and
transfer to Company any and all manuscripts, programs, writings, pictorial
materials, originals, camera-ready copies, and all drafts and notes of the
Creations, regardless of the media in which they might exist, and to provide
these materials to Company promptly whenever requested by Company and upon
completion of the Agreement, and to execute documents, give testimony and
otherwise cooperate fully with Company to establish and/or confirm Company's
ownership, patent, copyright and/or trademark rights concerning the Creations.
9. Governing Law and Venue. Arizona law shall govern the
construction and enforcement of this Agreement and the parties agree that any
litigation pertaining to this Agreement shall be in courts located in Maricopa
County, Arizona.
10. Construction. The language in all parts of this Agreement shall
in all cases be construed as a whole according to its fair meaning and not
strictly for nor against any party. The Section headings contained in this
Agreement are for reference purposes only and will not affect in any way the
meaning or interpretation of this Agreement. All terms used in one number or
gender shall be construed to include any other number or gender as the context
may require. The parties agree that each party has reviewed this Agreement
and has had the opportunity to have counsel review the same and that any rule
of construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement or any
amendment or any exhibits thereof.
11. Nondelegability of Employee's Rights and Company Assignment
Rights. The obligations, rights and benefits of Employee hereunder are
personal and may not be delegated, assigned or transferred in any manner
whatsoever, nor are such obligations, rights or benefits subject to
involuntary alienation, assignment or transfer. Upon reasonable notice to
Employee, Company may transfer Employee to an affiliate of Company, which
affiliate shall assume the obligations of Company under this Agreement. This
Agreement shall be assigned automatically to any entity merging with or
acquiring Company or its business.
12. Assignment. This Agreement and the respective rights, duties and
obligations of Employee hereunder may not be assigned or delegated by
Employee.
13. Severability. In the event any term or provision of this
Agreement is declared by a court of competent jurisdiction to be invalid or
unenforceable for any reason, the remaining provisions of this Agreement shall
remain in full force and effect, and either (a) the invalid or unenforceable
provision shall be modified to the minimum extent necessary to make it valid
and enforceable or (b) if such a modification is not possible, this Agreement
shall be interpreted as if such invalid or unenforceable provision were not a
part hereof.
14. Attorneys' Fees. Except as otherwise provided herein, in the
event any party hereto institutes an action or other proceeding to enforce any
rights arising out of this Agreement, the party prevailing in such action or
other proceeding shall be paid all reasonable costs and attorneys' fees by the
non-prevailing party, such fees to be set by the court and not by a jury and
to be included in any judgment entered in such proceeding.
15. Consideration. It is expressly understood and agreed that this
document sets forth the entire consideration for this Agreement, and that said
consideration for this Agreement is contractual and not a mere recital.
16. Construction. This Agreement is a negotiated agreement and any
documents delivered pursuant hereto shall be construed without regard to the
identity of the persons or entities who or which drafted the various
provisions thereof. Every provision of this Agreement and such other
employment-related documents shall be construed as though all parties
participated equally in the drafting thereof. Any legal rule of construction
that a document is to be construed against the drafting party shall not be
applicable and is expressly waived by Company and Employee.
17. Counterparts. This Agreement may be executed in any number of
counterparts, all such counterparts shall be deemed to constitute one and the
same instrument, and each of said counterparts shall be deemed an original
hereof.
18. Captions. The captions used in this Agreement are inserted for
convenience only and shall not affect the meaning or construction of this
Agreement.
19. Notices. All notices required or permitted hereunder shall be
in writing and shall be deemed duly given upon receipt if either personally
delivered, sent by certified mail, return receipt requested, or sent by a
nationally-recognized overnight courier service, addressed to the parties as
follows:
If to Company: Renaissance Group International, Ltd.
7501 N. 16th Street, Suite 200
Phoenix, Arizona 85020
Attn: General Counsel
If to Employee: Michael Mackay
100 Bluebell Place
Vallejo, California 94591-8042
or to such other address as any party may provide to the other in accordance
with this Section.
20. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof (i.e.,
Employee's employment by Company) and supersedes all prior or contemporaneous
understandings or agreements in regard thereto; provided, however, that
(except as otherwise set forth herein) this Agreement shall not affect or
supersede any rights of Company under any other contracts or other agreements
between or otherwise involving the parties, any restrictive covenants or any
similar agreements. No modification or addition to this Agreement shall be
valid unless in writing, specifically referring to this Agreement and signed
by all parties hereto. No waiver of any rights under this Agreement shall be
valid unless in writing and signed by the party to be charged with such
waiver. No waiver of any term or condition contained in this Agreement shall
be deemed or construed as a further or continuing waiver of such term or
condition, unless the waiver specifically provides otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement on the 15th day
of May, 1998.
RENAISSANCE INTERNATIONAL GROUP, LTD, EMPLOYEE:
a Nevada corporation
By: /s/ BY: /s/
William D. O'Neal Michael Mackay
Senior Vice President
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