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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SOUND DESIGNS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
83607U205
(CUSIP Number)
MAX L GOLDEN
14677 MIDWAY ROAD, SUITE 206
DALLAS, TEXAS 75001
TELEPHONE (972) 687-0090
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 10, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 83607U205 FORM 13D PAGE 2 OF 6 PAGES
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(1) Name of Reporting Persons. I.R.S. Identification Nos. of Above Max L. Golden
Persons (entities only)
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(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds OO
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(5) Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant To Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization United States of America
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Number of Shares Beneficially (7) Sole Voting Power 7,776,732
Owned by Each Reporting -------------------------------------------------------------------------------------
Person With
(8) Shared Voting Power 0
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(9) Sole Dispositive Power 7,776,732
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,776,732
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares
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(13) Percent of Class Represented by Amount in Row (11) 19.4
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(14) Type of Reporting Person IN
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</TABLE>
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CUSIP NO. 83607U205 FORM 13D PAGE 3 OF 6 PAGES
ITEM 1 SECURITY AND ISSUER
This statement concerns 7,776,732 shares (the "Shares") of common stock, par
value $.001 per share (the "Common Stock"), of Sound Designs, Inc., a Nevada
corporation (the "Issuer"), the principal executive offices of which are located
at 14677 Midway Road, Suite 206, Addison, Texas 75001. 1,200,000 of the Shares
are issuable upon exercise of options to purchase Common Stock.
ITEM 2 IDENTITY AND BACKGROUND
(a) This statement is being filed on behalf of Max L. Golden.
(b) The business address of Mr. Golden is 14677 Midway Road, Suite 206,
Addison, Texas 75001.
(c) Mr. Golden is the President and Chief Executive Officer of the Issuer.
(d) None.
(e) None.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Beneficial ownership of the Shares was acquired as compensation for the
acquisition by merger of Plus Solutions, Inc. by the Issuer on March 10, 2000,
pursuant to which merger Plus became a wholly-owned subsidiary of the Issuer.
Upon the effectiveness of the merger, Mr. Golden became President and Chief
Executive Officer and a director of the Issuer.
ITEM 4 PURPOSE OF TRANSACTION
Mr. Golden acquired the Shares for investment purposes.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
The following item sets forth certain information regarding the beneficial
ownership of the Shares by Seacoast. Each Control Person can be deemed to
beneficially own the Shares only through its affiliation with Seacoast.
(a) Mr. Golden beneficially owns 7,776,732 shares of Common Stock, which
represents 19.4 percent of the total shares of Common Stock
outstanding.
(b) Mr. Golden exercises sole voting power and sole dispositive power with
respect to all the Shares.
(c) Mr. Golden acquired beneficial ownership of all the Shares pursuant to
the acquisition by merger of Plus Solutions, Inc. by the Issuer on
March 10, 2000
(d) None
(e) Not applicable
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CUSIP NO. 83607U205 FORM 13D PAGE 4 OF 6 PAGES
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Mr. Golden and the Issuer have entered into an Option Agreement dated November
17, 1999 (the "Option Agreement"), The Option Agreement grants to Mr. Golden
1,200,000 options to purchase Common Stock for an exercise price of $.10 per
share which became exercisable on December 1, 1999, with respect to all the
options granted under the Option Agreement, and will continue to be exercisable
until October 30, 2004.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
99.1 Option Agreement dated November 17, 1999 between Mr. Golden and the
Issuer.
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CUSIP NO. 83607U205 FORM 13D PAGE 5 OF 6 PAGES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Max L. Golden
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Name: Max L. Golden
Date: March 20, 2000
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CUSIP NO. 83607U205 FORM 13D PAGE 6 OF 6 PAGES
ATTACHED EXHIBITS
99.1 Option Agreement dated November 17, 1999 between Mr. Golden and the
Issuer.
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EXHIBIT 99.1
PLUS SOLUTIONS, INC.
1999 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
Max L. Golden
2112 Menton Drive
Carrollton, Texas 75006
You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of this Option Agreement and the
Plan, including the provisions thereof relating to increases in the number of
shares covered by this Option upon the occurrence of certain specified events,
as follows:
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Grant Number 1 Max L. Golden
Date of Grant November 17, 1999
Vesting Commencement Date......................... December 1, 1999
Exercise Price per Share.......................... $0.10
Total Number of Shares Granted.................... 1,200,000
Total Exercise Price.............................. $120,000.00
Type of Option: Incentive Stock Option
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X Nonqualified Stock Option
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Term/Expiration Date: October 30, 2004
(No more than 10 years from date
of grant, 5 years for certain grants)
</TABLE>
Vesting Schedule
This Option may be exercised, in whole or in part, in accordance with
the following schedule. Except only as specifically provided elsewhere herein or
in the Plan, this Option shall be exercisable in the following cumulative
installments:
THE OPTION SHALL BE EXERCISABLE WITH RESPECT TO ALL SHARES COVERED ON
DECEMBER 1, 1999.
Termination Period
You may exercise this Option for three months (or such shorter period
provided for elsewhere herein) after your employment or consulting relationship
with the Company terminates, or for such longer period upon your death or
disability as provided in the Plan. If your status changes from Employee to
Consultant or Consultant to Employee, this Option Agreement shall remain in
effect. In no case may you exercise this Option after the Term/Expiration Date
as provided above. Notwithstanding the foregoing, in the event the Company
terminates your employment for Cause (as defined below), this Option will
terminate on the date of the termination of your employment and will not be
exercisable thereafter. For purposes of this Agreement, "Cause" means the
occurrence of any of the following events or reasons:
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(a) Optionee's conviction for a felony offense or commission by
Optionee of any act abhorrent to the community that the Company considers
materially damaging to or tending to discredit the reputation of the Company;
(b) Dishonesty, fraud, willful misconduct, unlawful discrimination or
theft on the part of Optionee;
(c) Optionee's using for his or her own benefit any confidential or
proprietary information of the Company, or willfully or negligently divulging
any such information to third parties without the prior written consent of the
Company;
(d) Optionee's public drunkenness, public use of illegal substances or
drugs or the use, possession, distribution or being under the influence of
alcohol or illegal substances or drugs in the workplace (the only exception is
that Optionee may consume alcohol reasonably and responsibly, if he or she so
chooses, at legitimate business events and functions where alcohol is legally
available); or
(e) the determination by the Company that Optionee has continually
failed or refused to comply, after notice of and a reasonable opportunity to
cure such failure or refusal, with the policies, standards, regulations,
instructions, or directions of the Company as they currently exist or as they
may be modified from time to time.
II. AGREEMENT
1. Grant of Option. Plus Solutions, Inc. (the "Company") hereby grants
to the Optionee named in Section I hereof (the "Optionee") an option
(the"Option") to purchase the total number of shares of Common Stock (the
"Shares") set forth in Section I hereof, at the exercise price per share set
forth in Section I hereof (the "Exercise Price") subject to the terms,
definitions and provisions of the 1999 Stock Option Plan (the "Plan") adopted by
the Company, which is incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.
If designated in Section I hereof as an Incentive Stock Option, this
Option is intended (subject to Section 5(b) of the Plan) to qualify as an
Incentive Stock Option as defined in Section 422 of the Code.
2. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its term
in accordance with the Vesting Schedule set out in Section I hereof and with the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, disability or other termination of the employment or
consulting relationship, this Option shall be exercisable in accordance with the
applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option shall be exercisable by written
notice (in the form attached hereto as Exhibit A) which shall state the election
to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan. Such written
notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. The written notice shall be
accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the
Exercise Price.
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The Optionee shall, upon notification of the amount due (if any) as a
result of the exercise of the Option and prior to or concurrent with delivery of
the certificate representing the Shares, pay to the Company as provided in the
Plan amounts necessary to satisfy applicable federal, state and local tax
withholding requirements.
No Shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed or any automatic quotation system upon which the Shares may then be
quoted. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
3. Method of Payment. The purchase price of Optioned Shares acquired
pursuant to the Option shall be paid as set forth in the Plan. THE USE OF SHARES
OF STOCK ACQUIRED OR TO BE ACQUIRED TO PAY FOR EXERCISED SHARES MAY HAVE INCOME
TAX CONSEQUENCES FOR THE OPTIONEE.
4. Restrictions on Exercise. This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company, and
may not be exercised if the issuance of such Shares upon such exercise or the
method of payment of consideration for such shares would constitute a violation
of any applicable federal or state securities or other law or regulation,
including any rule under Part 207 of Title 12 of the Code of Federal Regulations
as promulgated by the Federal Reserve Board.
5. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution or
as otherwise set forth in the Plan and may be exercised during the lifetime of
Optionee only by Optionee or a permitted transferee as set forth in the Plan.
The terms of the Plan and this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
6. Term of Option. This Option may be exercised only within the term
set out in Section I hereof, and may be exercised during such term only in
accordance with the Plan and the terms of this Option. The limitations set out
in Sections 5 and 6 of the Plan regarding Options designated as Incentive Stock
Options and Options granted to more than ten percent (10%) shareholders shall
apply to this Option.
7. Tax Consequences. The grant and/or exercise of the Option will have
federal and state income tax consequences. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER UPON THE GRANT OF THE OPTION AND BEFORE EXERCISING THE OPTION OR
DISPOSING OF THE SHARES ACQUIRED UPON EXERCISE, PARTICULARLY WITH RESPECT TO HIS
OR HER STATE'S TAX LAWS.
8. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and this Option Agreement may not be
amended except by means of a writing signed by the Company and Optionee. This
Option Agreement is governed by Texas law except for that body of law pertaining
to conflict of laws.
9. Warranties, Representations and Covenants. The undersigned Optionee
warrants and represents that he or she has reviewed the Plan and this Option
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option Agreement and fully understands all
provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as
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binding, conclusive and final all decisions or interpretations of the Committee
upon any questions relating to the Plan and Option Agreement. Optionee further
agrees to notify the Company upon any change in the residence address indicated
below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS OPTION AGREEMENT, NOR IN THE PLAN, WHICH IS INCORPORATED
HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO
CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE
IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.
PLUS SOLUTIONS, INC.
By: /s/ Martha Scroggins
---------------------------------------
Name: Martha Scroggins
---------------------------------
Title: Secretary
--------------------------------
OPTIONEE:
/s/ Max L. Golden
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Signature
Max L. Golden
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Print Name
2112 Menton Drive, Carrollton, Texas 75006
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Residence Address
(972) 418-1333
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Area Code/Telephone Number
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PLUS SOLUTIONS, INC.
1999 STOCK INCENTIVE PLAN
EXERCISE NOTICE
Plus Solutions, Inc.
14677 Midway Road, Suite 206
Addison, Texas 75001
Attention: Secretary
1. Exercise of Option. Effective as of today, _____________, ____, the
undersigned ("Purchaser") hereby elects to purchase ______ shares (the "Shares")
of the Common Stock of Plus Solutions, Inc. (the "Company") under and pursuant
to the 1999 Stock Incentive Plan (the "Plan") and the Stock Option Agreement
dated ____________, ____ (the "Option Agreement"). The purchase price for the
Shares shall be $_____, as specified in the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares of ________________________________________.
THE USE OF SHARES OF STOCK ACQUIRED OR TO BE ACQUIRED FOR EXERCISED SHARES MAY
HAVE INCOME TAX CONSEQUENCES FOR THE OPTIONEE.
3. Representations of Purchaser. Purchaser acknowledges that Purchaser
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.
4. Rights as Shareholder. The Purchaser shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any Shares
subject for which such Option is exercised including, but not limited to, rights
to vote or to receive dividends unless and until the Purchaser has satisfied all
requirements for exercise of the Option pursuant to its terms, the certificates
evidencing such Shares have been issued and the Purchaser has become a record
holder of such Shares. A share certificate for the number of Shares so acquired
shall be issued to the Optionee as soon as practicable after exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date all the conditions set forth above are
satisfied, except as provided in Section 12 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
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6. Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and this Agreement may not be amended except by means of a writing
signed by the Company and Purchaser. This Agreement is governed by Texas law
except for that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
PURCHASER: PLUS SOLUTIONS, INC.
By:
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Signature
Its:
- --------------------------------- -------------------------------
Print Name
Address: Address:
14677 Midway Road
- --------------------------------- Suite 206
Addison, Texas 75001
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