THIS DOCUMENT IS A COPY OF THE AMENDMENT TO SCHEDULE 13D FILED ON JUNE 13, 1996
PURSUANT TO RULE 201 TEMPORARY HARDSHIP EXEMPTION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
-----
EXTECH Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302234 10 9
(CUSIP Number)
Fred S. Skolnik, Esq. (516) 296-7000
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue, East Meadow, NY 11554
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 3, 1996
(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 [ ].
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 302234 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Morton L. Certilman
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 911,893
By Each Reporting
Person With ----------------------------------------------
8. Shared Voting Power
-0-
----------------------------------------------
9. Sole Dispositive Power
911,893
----------------------------------------------
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
911,893
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
16.3%
14. Type of Reporting Person
IN
2
<PAGE>
SCHEDULE 13D
CUSIP No. 302234 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Jay M. Haft
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 910,393
By Each Reporting
Person With ----------------------------------------------
8. Shared Voting Power
-0-
----------------------------------------------
9. Sole Dispositive Power
910,393
----------------------------------------------
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
910,393
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
16.3%
14. Type of Reporting Person
IN
3
<PAGE>
ITEM 1. SECURITY AND ISSUER.
-------------------
This statement amends and supplements the Schedule 13D dated
December 16, 1988 (the "Schedule 13D"), as previously amended by Amendments
No. 1 through 8 dated January 12, 1989, April 11, 1989, April 12, 1989,
April 21, 1989, September 27, 1989, February 27, 1992, March 22, 1994, and
October 11, 1994, respectively, filed by Morton L. Certilman and Jay M.
Haft relating to the Common Stock, par value $.01 per share, of EXTECH
Corporation ("EXTECH"), a Delaware corporation ("EXTECH Common Stock").
The address of the principal executive offices of EXTECH is 90 Merrick
Avenue, East Meadow, New York 11554.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a) This statement is being filed as a joint statement by
Messrs. Certilman and Haft. Messrs. Certilman and Haft may be deemed a
group for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
(b) Mr. Certilman's business address is 90 Merrick Avenue, East
Meadow, New York 11554. Mr. Haft's business address is 201 S. Biscayne
Blvd., Suite 3000, Miami, Florida 33131
(c) Mr. Certilman is a practicing attorney and a member of the
law firm of Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, East
Meadow, New York 11554. Mr. Haft is a practicing attorney and serves as
counsel to the law firm of Parker Duryee Rosoff & Haft, 529 Fifth Avenue,
New York, New York 10017.
(d) Neither Mr. Certilman nor Mr. Haft has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither Mr. Certilman nor Mr. Haft has, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. Certilman and Haft are citizens of the United States
of America.
(g) Each of Messrs. Certilman and Haft is responsible for the
completeness and accuracy of the respective information concerning such
person contained in this statement, and is not responsible for the
completeness or accuracy of the information concerning the other, unless he
knows or has reason to believe that such information is inaccurate.
4
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The funds for the purchase reported in this Amendment No. 9 to
the Schedule 13D on the part of Mr. Certilman, as well as all other
purchases previously reported (except as indicated below), were provided
from his personal funds; 360,000 of the total of 700,000 shares of EXTECH
Common Stock reported on this Amendment No. 9 were purchased out of his
retirement trust fund for an aggregate of $90,000.
The funds for the purchase reported in this Amendment No. 9 to
the Schedule 13D on the part of Mr. Haft, as well as all other purchases
previously reported (except as indicated below), were provided from his
personal funds.
Amendment No. 4 to the Schedule 13D amended Item 3 of the
Schedule 13D by insertion of the following as a new last paragraph:
The Filing Persons have financed their respective privately
negotiated purchases of 47,303 and 47,302 shares of Executive House
Common Stock on April 21, 1989 by the delivery of their respective
promissory notes to the seller (Mr. Louis Kanne), paid on October 13,
1989, and secured by a pledge of the shares purchased.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Pursuant to a Subscription Agreement, dated as of June 3, 1996,
EXTECH sold an aggregate of 3,200,000 shares of EXTECH Common Stock, at a
price of $.25 per share, as follows:
Morton L. Certilman 700,000 (including
360,000 by his
retirement trust)
Jay M. Haft 700,000
Sterling Foster Holding
Corp. 1,800,000
The EXTECH Common Shares have been acquired by Messrs. Certilman
and Haft for investment and neither of the reporting persons has any
specific plans to acquire additional amounts of, or to dispose of,
securities of EXTECH. As a result of their ownership of such shares, and
their offices as President and Chairman of the Board, respectively, Messrs.
Certilman and Haft may be deemed to have substantial influence over the
affairs and management of EXTECH. However, neither Mr. Certilman nor Mr.
Haft has any definitive plan or proposal which relates to, or would result
in, any of the actions enumerated in Item 4 of Schedule 13D.
Notwithstanding the foregoing, the acquisition of the EXTECH Common Stock
was made with the understanding that the proceeds from the sale of the
EXTECH Common Stock may be used by EXTECH in connection with the
acquisition and/or operation of one or more sports franchises and/or
related sports equipment companies.
5
<PAGE>
Amendment No. 5 to the Schedule 13D amended Item 4 of the
Schedule 13D by insertion of the following as a new last paragraph:
Pursuant to an Agreement dated September 25, 1989 (the
"Agreement"), between and among Executive House, Carl Devoe,
Keith Stern, Robert Dangoia and Albert Rubens (collectively, the
"Current Directors"), and Jay M. Haft ("Haft") and Morton L.
Certilman ("Certilman"), at a special meeting of the Board of
Directors of Executive House (the "Board of Directors"), to be
convened within three (3) business days following October 9,
1989, each of the Current Directors other than Keith Stern will
resign as Directors of Executive House and, simultaneously
therewith, Haft and Certilman will be elected as Directors of
Executive House. After their election to the Board of Directors
of Executive House, Haft and Certilman intend to cause Leon
Lapidus ("Lapidus"), a designee of Haft and Certilman, to be
elected to the Board of Directors. Upon the consummation of such
election and resignations, as contemplated by the Agreement,
Haft, Certilman and Lapidus will comprise three of the then four
members of the Board of Directors, and Keith Stern, one of the
Current Directors, will continue as the fourth member of the
Board of Directors (these four individuals are hereinafter
collectively referred to as the "Designated Directors"). Haft
and Certilman at present have no other agreements or
understandings to expand, contract or otherwise change the
composition of the Board of Directors following their election
thereto.
As soon as practicable following their election to the Board
of Directors, the Designated Directors intend to appoint
Certilman, Haft, Lapidus and Andrew Hulsh to the offices of
Chairman, President, Treasurer and Secretary, respectively, of
Executive House.
Haft and Certilman intend to actively pursue acquisitions or
other business opportunities on behalf of Executive House.
However, neither Haft nor Certilman presently have any specific
plans or understanding to cause Executive House to make any
specific acquisition or any merger or consolidation, partial or
complete liquidation of Executive House, and dividend declaration
by Executive House, any tender offer for shares of Common Stock,
the sale by Executive House of all or substantially all of its
assets or any other extraordinary transaction of Executive House
out of the ordinary course of its business.
Amendment No. 4 to the Schedule 13D amended Item 4 of the
Schedule 13D by insertion of the following as a new last paragraph:
6
<PAGE>
The 129,605 shares of Executive House Common Stock purchased
by the Filing Persons on April 12 and April 21, 1989 constitute
the shares the Filing Persons were negotiating or planning to
purchase at the time of the filing of Amendment No. 2 to the
statement on Schedule 13D.
Amendment No. 2 to the Schedule 13D amended and restated Item 4
of the Schedule 13D in its entirety as follows:
The Filing Persons regard Executive House Common Stock as an
attractive investment at the prices prevailing to date on the
open market.
The Filing Persons have previously met, on separate
occasions, with management of Executive House regarding the
prospects of Executive House, and their investment in Executive
House.
The Filing Persons believe that attractive investment
possibilities may be available to Executive House following its
receipt of approximately $2,500,000 as its share of the proceeds
of dissolution of the South-Executive Associates Partnership.
The Filing Persons are not presently aware of any specific
possibilities. If they become aware of specific possibilities,
they presently intend to inform Executive House management as to
them.
The Filing Persons recently requested a seat on the Board of
Directors of Executive House. Management of Executive House has
not yet responded to that request. The Filing Persons expect to
have additional discussions with management of Executive House.
The Filing Persons presently intend to purchase additional
shares of Executive House Common Stock. Such purchases may be on
the open market or in privately negotiated transactions. The
Filing Persons presently are negotiating or planning the purchase
of an approximate additional 130,000 shares of Common Stock.
Based on continuing evaluation of Executive House Common
Stock, alternative investment opportunities and all other factors
deemed relevant, the Filing Persons may, assuming the
availability of additional shares at prices regarded as
acceptable, elect to acquire additional shares of Executive House
Common Stock for investment on the open market or in privately
negotiated transactions, or may elect to sell some or all of
their Executive House shares, in each case subject to applicable
legal requirements.
Except as described above, the Filing Persons
7
<PAGE>
presently have no plans or proposals which relate to or would result
in any of the matters described in items 4(a) through (j) of Schedule
13D. The Filing Persons have no present plans to make a tender offer
or propose a merger of similar transaction with respect to Executive
House.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
As of the date of this Amendment No. 9 to the Schedule 13D, Mr.
Certilman has direct beneficial ownership of 911,893 shares of EXTECH
Common Stock (or approximately 16.3% of the outstanding shares of EXTECH
Common Stock).
As of the date of this Amendment No. 9 to the Schedule 13D, Mr.
Haft has direct beneficial ownership of 910,393 shares of EXTECH Common
Stock (or approximately 16.3% of the outstanding shares of EXTECH Common
Stock).
In view of their intention to consult with each other with
respect to the acquisition, voting and disposition of their respective
shares of EXTECH Common Stock, Messrs. Certilman and Haft may be deemed a
group. Accordingly, as of the date of this Amendment No. 9 to the Schedule
13D, the group of Messrs. Certilman and Haft beneficially owns 1,822,286
shares of EXTECH Common Stock. Such amount represents approximately 32.6%
of the outstanding shares of EXTECH Common Stock. However, each of Messrs.
Certilman and Haft independently makes his own decisions with respect to
the acquisition, voting and disposition of EXTECH Common Stock directly
owned by him. Further, neither Mr. Certilman nor Mr. Haft has any economic
interest in the EXTECH Common Stock directly owned by the other.
All transactions in shares of EXTECH Common Stock that were
effected by Messrs. Certilman and Haft since the filing of Amendment No. 8
to the Schedule 13D are as follows:
Number of Price
Identity Date of Shares of Per
of Person Transaction Transaction Common Stock Share
- --------- ----------- ----------- ------------ -----
Mr. Certilman 6/3/96 Purchase* 700,000** $.25
Mr. Haft 6/3/96 Purchase* 700,000 $.25
_________________
* Privately negotiated purchase.
** Includes 360,000 shares purchased by Mr. Certilman's retirement trust.
8
<PAGE>
Amendment No. 8 to the Schedule 13D reported all transactions in
shares of EXTECH Common Stock that were effected by Messrs. Certilman and
Haft since the filing of Amendment No. 7 to the Schedule 13D as follows:
Number of Price
Identity Date of Shares of Per
of Person Transaction Transaction Common Stock Share
- --------- ----------- ----------- ------------ -----
Mr. Certilman 10/11/94 Expiration 250,000 $1.50
of Option
Mr. Haft 10/11/94 Expiration 250,000 $1.50
of Option
Amendment No. 7 to the Schedule 13D reported all transactions in
shares of EXTECH Common Stock that were effected by Messrs. Certilman and
Haft since the filing of Amendment No. 6 to the Schedule 13D as follows:
Number of Price
Identity Date of Shares of Per
of Person Transaction Transaction Common Stock Share
- --------- ----------- ----------- ------------ -----
Mr. Certilman 11/27/93 Expiration 100,000 $1.00
of Option
Mr. Haft 11/27/93 Expiration 100,000 $1.00
of Option
Amendment No. 6 to the Schedule 13D reported all transactions in
shares of EXTECH Common Stock that were effected by Messrs. Certilman and
Haft since the filing of Amendment No. 5 to the Schedule 13D as follows:
9
<PAGE>
Amount of Price
Identity Date of Securities Per
of Person Transaction Transaction Involved Share
- --------- ----------- ----------- ---------- -----
Mr. Certilman 10/12/89 Acquisition 250,000 $1.50
of Option1
Mr. Haft 10/12/89 Acquisition 250,000 1.50
of Option1
Mr. Certilman 1/17/90 Purchase2 8,750 1.25
Mr. Haft 1/17/90 Purchase2 8,750 1.25
Mr. Certilman 5/17/90 Purchase3 3,750 1.12
Mr. Haft 5/17/90 Purchase3 3,750 1.12
Mr. Certilman 11/27/90 Acquisition 100,000 1.00
of Warrant4
Mr. Haft 11/27/90 Acquisition 100,000 1.00
of Warrant4
Mr. Certilman 11/27/90 Acquisition of 50,000 1.00
Convertible
Promissory Note5
Mr. Haft 11/27/90 Acquisition of 50,000 1.00
Convertible
Promissory Note5
Mr. Certilman 5/23/91 Purchase2 5,000 .4375
Mr. Haft 5/23/91 Purchase2 5,000 .4375
Mr. Certilman 10/17/91 Purchase2 5,000 .50
Mr. Haft 10/17/91 Purchase2 5,000 .50
Amendment No. 4 to the Schedule 13D amended and restated Item 5
of the Schedule 13D in its entirety as follows:
As of April 21, 1989, Mr. Certilman has direct beneficial
ownership of 189,393 shares of Executive House Common Stock (or
approximately 9.20% of the outstanding shares). Other than the
privately negotiated purchases of 5,000 shares on March 31, 1989,
18,750 shares on April 11, 1989 and 47,303 shares on April 21,
1989, all purchases of Executive House Common Stock by Mr.
Certilman were made in open market transactions effected through
brokers.
- --------------------
1 Exercisable in full from date of acquisition until October
11, 1994.
2 Privately negotiated purchase.
3 Open market purchase.
4 Exercisable in full from date of acquisition until
November 27, 1993.
5 Note repaid in full in June 1991.
10
<PAGE>
As of April 21, 1989, Mr. Haft has direct beneficial
ownership of 187,893 shares of Executive House Common Stock (or
approximately 9.13% of the outstanding shares). Other than the
privately negotiated purchases of 5,000 shares on March 31, 1989,
18,750 shares on April 11, 1989 and 47,302 shares on April 21,
1989, all purchases of Executive House Common Stock by Mr. Haft
were made in open market transactions effected through brokers.
The March 31 and April 11 purchases were effected by Mr. Haft on
behalf of the Filing Persons.
As a consequence of the intention of the Filing Persons to
consult with each other with respect to the holding and voting of
Executive House Common Stock directly owned by each, each Filing
Person, under the rules and regulations governing the filing of
statements on Schedule 13D, may be deemed a beneficial owner of
the shares of Executive House Common Stock directly owned by the
other. However, each Filing Person independently makes his own
decisions with respect to the purchase, holding and voting of the
Executive House Common Stock directly owned by the other Filing
Person.
Attached as Exhibit 1 to Amendment No. 4 of the Schedule 13D is
the following List of Purchases by the Filing Persons of Executive House
Common Stock:
List of Purchases of Common Stock
---------------------------------
Date of Number of Price Per
Transaction Purchaser Shares Share
- ----------- --------- --------- ---------
3/31/89 Morton L. Certilman 5,000 $1.50
3/31/89 Jay M. Haft 5,000 $1.50
4/11/89 Morton L. Certilman 18,750 $1.50
4/11/89 Jay M. Haft 18,750 $1.50
4/12/89 Morton L. Certilman 17,500 $1.4375
4/12/89 Jay M. Haft 17,500 $1.4375
4/21/89 Morton L. Certilman 47,303 $1.50
4/21/89 Jay M. Haft 47,302 $1.50
Amendment No. 1 of the Schedule 13D amended and restated the
following List of Purchases by the Filing Persons of Executive House Common
Stock in the past 60 days:
11
<PAGE>
List of Purchases of Common Stock
---------------------------------
Date of Number Price
Transaction Purchaser of Shares Per Share
- ----------- --------- --------- ---------
12/07/88 Mr. Certilman 10,000 $1.50
12/07/88 Mr. Certilman 40,000 1.625
12/07/88 Mr. Haft 10,000 1.50
12/07/88 Mr. Haft 40,000 1.625
12/12/88 Mr. Certilman 9,000 1.6875
12/12/88 Mr. Haft 9,000 1.6875
12/14/88 Mr. Certilman 7,500 1.6875
12/14/88 Mr. Haft 7,500 1.6875
12/16/88 Mr. Certilman 4,000 1.625
12/16/88 Mr. Haft 4,000 1.625
01/05/89 Mr. Certilman 12,000 1.5625
01/05/89 Mr. Haft 12,000 1.5625
01/09/89 Mr. Certilman 10,000 1.5625
01/09/89 Mr. Haft 10,000 1.5625
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
Messrs. Certilman and Haft have an understanding to consult with
each other with respect to the acquisition, voting and disposition of
EXTECH Common Stock as described in Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
(1) Subscription Agreement, dated June 3, 1996, among EXTECH,
Messrs. Certilman and Haft and Sterling Foster Holding Corp.
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<PAGE>
SIGNATURES
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.
Dated: June 12, 1996
/s/
-------------------------------
Morton L. Certilman
/s/
-------------------------------
Jay M. Haft
Exhibit 1
SUBSCRIPTION AGREEMENT made as of the 3rd day of June, 1996
between EXTECH CORPORATION, a Delaware corporation (the "Company"), and the
undersigned subscribers (individually, a "Subscriber" and collectively, the
"Subscribers").
The Company desires to obtain financing by selling to the
Subscribers an aggregate of 3,200,000 Common Shares, par value $.01 per
share (the "Shares"), at a price of $0.25 per Share (the "Offering"). Each
Subscriber desires to purchase the number of Shares set forth on the
signature page hereof.
NOW, THEREFORE, for and in consideration of the mutual
representations and covenants hereinafter set forth, the parties hereto do
hereby agree as follows:
I. SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter
set forth, each Subscriber hereby subscribes for and irrevocably agrees to
purchase from the Company the number of Shares set forth on the signature
page hereof, and the Company agrees to sell such Shares to each of the
Subscribers, at a purchase price equal to $0.25 per Share. The purchase
price is payable on June 10, 1996 by check made payable to the order of the
Company. The certificates evidencing the Shares purchased by the
Subscribers will be delivered by the Company to the Subscribers as soon as
practicable following the Company's receipt of the purchase price therefor.
II. REPRESENTATIONS BY SUBSCRIBER
Each Subscriber understands and agrees that the Company
is relying and may rely upon the following representations, warranties and
agreements made by such Subscriber in entering into this Agreement:
2.1 Each Subscriber recognizes that the purchase of
the Shares involves a high degree of risk and is suitable only for persons
of adequate financial means who have no need for liquidity in this
investment in that (a) he may not be able to liquidate his investment in
the event of emergency; (b) transferability is extremely limited; and (c)
in the event of a disposition, he could sustain a complete loss of his
investment.
2.2 Each Subscriber acknowledges that he (a) is
competent to understand and does understand the nature of the investment;
and (b) must be able to bear the economic risk of the investment.
2.3 Each Subscriber understands that he must be an
accredited investor as described in paragraph 2.3.1 through 2.3.3 hereof to
qualify for the purchase of the Shares, and hereby represents and warrants
that he is an accredited investor. In order to be an accredited investor,
he must be one or more of the following:
<PAGE>
2.3.1 A Director or executive officer of the
Company;
2.3.2 A natural person whose individual net worth
or joint net worth with that person's spouse, at the time of his purchase,
exceeds $l,000,000; or
2.3.3 A natural person who had an individual
income in excess of $200,000 in each of the two most recent years or joint
income with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in
the current year.
2.4 Each Subscriber acknowledges that he has
significant prior investment experience, including investment in non-listed
and non-registered securities, and that he has read all of the documents
furnished or made available by the Company to evaluate the merits and risks
of his investment; and that he recognizes the highly speculative nature of
this investment and is able to bear the economic risk he hereby assumes.
2.5 Each Subscriber hereby represents that the Company
has furnished to him a copy of the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1995 and Quarterly Report on Form
10-QSB for the period ended March 31, 1996. The Subscriber represents
further that he has been furnished with all information regarding the
Company which he has requested or desired to know; that all other documents
which could be reasonably provided have been made available for his
inspection and review; and that he has been afforded the opportunity to ask
questions of and receive answers from duly authorized officers and/or other
representatives of the Company concerning the terms and conditions of the
Offering, and any additional information which he has requested.
2.6 Each Subscriber hereby acknowledges that this
Offering of Shares has not been reviewed by the Securities and Exchange
Commission (the "SEC") because it is intended to be a non-public offering
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Act").
2.7 Each Subscriber represents that the Shares are
being purchased for his own account, for investment, and not for
distribution or resale to others. Each Subscriber agrees that he will not
sell, transfer or otherwise dispose of the Shares or any portion thereof,
unless they are registered under the Act or unless an exemption from such
registration is available.
2.8 Each Subscriber consents that the Company may, if
it desires, permit the transfer of the Shares by the Subscriber out of his
name only when his request for transfer is accompanied
2
<PAGE>
by an opinion of counsel satisfactory to the Company that neither the sale
nor the proposed transfer results in a violation of the Act or any
applicable state "blue sky" laws (collectively, "Securities Laws"). Each
Subscriber agrees to hold the Company and its directors, officers and
controlling persons and their respective heirs, representatives, successors
and assigns harmless and to indemnify them against all liabilities, costs
and expenses (including attorneys' fees) incurred by them as a result of
any sale or distribution by such Subscriber in violation of any Securities
Laws or any misrepresentation herein.
2.9 Each Subscriber consents to the placement of a
legend on the certificates evidencing the Shares stating that they have not
been registered under the Act and setting forth or referring to the
restrictions on transferability and sale thereof. Each Subscriber is aware
that the Company will make a notation in its appropriate records with
respect to the restrictions on the transferability of the Shares.
III. REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to each
Subscriber as follows:
(a) The Company is a corporation duly organized,
existing and in good standing under the laws of the State of Delaware and
has the corporate power to conduct its business.
(b) The execution, delivery and performance of
this Agreement by the Company has been duly approved by the Board of
Directors of the Company.
(c) The Shares have been duly and validly
authorized and, when issued in accordance with the terms hereof, will be
duly and validly authorized and issued, fully paid and nonassessable.
IV. INTENDED USE OF PROCEEDS
4.1 Each Subscriber hereby acknowledges that the
proceeds from the sale of the Shares are intended to be used by the Company
in connection with the acquisition and/or operation of one or more sports
franchises and/or related sports equipment companies. Each Subscriber
acknowledges the substantial risks involved in such regard, including,
without limitation, the lack of experience on the part of the Company
management in such industries. Each Subscriber acknowledges further that
no assurances are being given by the Company that the proceeds of the sale
will be so utilized.
3
<PAGE>
V. INVESTMENT RESTRICTIONS
5.1 Each Subscriber acknowledges that there is a very
limited public market for the Shares. Each Subscriber understands that,
absent registration under the Act, the Shares may only generally be
publicly sold pursuant to Rule 144 (the "Rule") promulgated under the Act.
The Rule permits, subject to all of its terms and conditions, the public
resale (in limited amounts) of securities acquired in non-public offerings
without having to satisfy the registration requirements of the Act. The
Subscriber further understands that the Company makes no representation or
warranty regarding its fulfillment in the future of any reporting
requirements under the Securities Exchange Act of 1934, as amended, or its
dissemination to the public of any current financial or other information
concerning the Company, which in most circumstances is required by the Rule
as one of the conditions of its availability. Accordingly, each Subscriber
recognizes that, notwithstanding the existence of a public market for the
Shares, he may not be able to take advantage of the resale provisions of
the Rule and may be unable to publicly offer or sell any of such Shares.
VI. NOTICES TO SUBSCRIBERS
6.1 THE SHARES HAVE NOT BEEN REGISTERED UNDER THE ACT
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT. THE SHARES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
6.2 The Shares are subject to restrictions on
transferability and resale and may not be transferred or resold except as
permitted under the Act, and applicable state securities laws, pursuant to
registration or exemption therefrom.
VII. MISCELLANEOUS
7.1 Any notice or other communication given hereunder
shall be deemed sufficient if in writing and sent by registered or
certified mail, return receipt requested, overnight mail or courier or
telecopier, addressed to the Company at 90 Merrick Avenue, East Meadow, New
York 11554, Attention: President and to each Subscriber at his address
indicated on the signature page hereof. Notices shall be deemed to have
been given on the date of mailing, except notices of change of address,
which shall be deemed to have been given when received.
7.2 This Agreement shall not be changed, modified or
amended except by a writing signed by the party to be charged, and this
Agreement may not be discharged except by performance in
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accordance with its terms or by a writing signed by the party to be
charged.
7.3 This Agreement shall be binding upon and inure to
the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement sets forth the
entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements
and understandings of any and every nature between them. Each Subscriber
acknowledges and agrees that the Company is making no representations in
connection with the purchase and sale of the Shares except as expressly set
forth herein.
7.4 This Agreement and its validity, construction and
performance shall be governed in all respects by the laws of the State of
New York, applicable to agreements to be performed wholly within the State
of New York.
7.5 This Agreement may be executed in counterparts.
Upon the execution and delivery of this Agreement by the Subscriber, this
Agreement shall become a binding obligation of the Subscriber with respect
to the purchase of the Shares as herein provided.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
EXTECH CORPORATION
By:/s/
---------------------------
Brian K. Ziegler, Secretary
SUBSCRIBERS
-----------
/s/
-------------------------------
Morton L. Certilman
90 Merrick Avenue
East Meadow, New York 11554
-------------------------------
Address
340,000
-------------------------------
Number of Shares Subscribed for
$85,000
------------------------------
Aggregate Purchase Price
/s/
-------------------------------
Jay M. Haft
201 S. Biscayne Blvd.,
Suite 3000
Miami, Florida 33131
-------------------------------
Address
700,000
------------------------------
Number of Shares Subscribed for
$175,000
------------------------------
Aggregate Purchase Price
STERLING FOSTER HOLDING CORP.
By: /s/
-------------------------------
Adam Lieberman, President
198 Woodbine Road
Roslyn Heights, NY 11577
-------------------------------
Address
1,800,000
------------------------------
Number of Shares Subscribed for
$450,000
------------------------------
Aggregate Purchase Price
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/s/
------------------------------
Certilman Balin Adler
& Hyman, LLP
401K Plan, FBO
Morton L. Certilman
360,000
-------------------------------
Number of Shares Subscribed for
$90,000
------------------------------
Aggregate Purchase Price
7
