SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20594
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
December 23, 1998
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Date of Report (Date of earliest event reported)
United States Aircraft Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9974 95-3518487
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(Commission File Number) (IRS Employer Identification No.)
3121 E. Greenway Rd. #201, Phoenix, AZ 85032
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(Address of principal executive offices) (Zip Code)
(602) 765-0500
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
On December 18, 1998, the Company engaged Semple & Cooper, LLP
Certified Public Accountant to examine their financial statements for the year
ended September 30, 1998. There were no disagreements with the former accountant
on any matter of accounting principles, financial statement disclosure or
auditing scope or procedure. The change of accountants was approved by the Board
of Directors.
ITEM 5. OTHER EVENTS
On November 9, 1998, Mr. Anthony Christopher resigned as Chairman and a
Director of the Board of Directors of United States Aircraft Corporation and its
wholly-owned subsidiary Neo Vision, Inc. The Company and Mr. Christopher have
been negotiating an agreement since his resignation, and on December 17, 1998 a
Separation of Employment, Consulting, Settlement, Release and Share Waiver
Agreement was executed.
The resignation of Mr. Christopher and subsequent negotiations caused a
delay in the special shareholders meeting where the stockholders will be asked
to approve the amendment and restatement of the Company's certificate of
incorporation in order to complete the transactions under the June 30, 1998
Exchange Agreement ("Exchange") between the Company and Neo Vision, Inc. The
revision to the proxy statement for the special shareholders meeting reflecting
the resignation of Mr. Christopher, among other changes, is expected to be filed
with Securities and Exchanges Commission in December 1998 and the stockholders
meeting is planned for early 1999.
The Company continues to operate its wholly-owned subsidiary Neo
Vision, Inc and expects to complete the Exchange and the proposed amendment and
restatement of the Company's Certificate of Incorporation, authorizing (i) the
reclassification of the Company's Class A Common Stock and Class B Common Stock
into a single new class of Common Stock ("New Common Stock") pursuant to the
following ratios: shares of Class A Common Stock will be reclassified into
shares of New Common Stock on the basis of 10 shares of Class A Common Stock
into one share of New Common Stock and 13 shares of Class B Common Stock into
one share of New Common Stock; (ii) the issuance of up to 100,000,000 share of
New Common Stock: (iii) the issuance of up to 75,000,000 shares of preferred
stock; (iv) the change of the name of the Company from United States Aircraft
Corporation to Neo Vision Systems, Inc.; and (v) make certain technical
amendments to the Company's Certificate of Incorporation, all at its planned
special stockholders meeting.
The agreement between the Company and Mr. Christopher provides for (1)
the payment of the accrued compensation to the date of the resignation by Mr.
Christopher in monthly installments commencing on February 1, 1999; (2) the
return of corporate property; (3) the waiver of 600,000 shares of the New Common
Stock to which Christopher is entitled under the Exchange Agreement with the
shares being allocated to the Neo Vision, Inc. debentures holders and financial
consultant; (4) certain protections for the Company's trade secrets, and; (5) an
agreement by Mr. Christopher to provide consulting services at his discretion.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS
16.1 Letter regarding change in certifying accountant
16.2 Separation of Employment, Consulting, Settlement, Release
and Share Waiver Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
United States Aircraft Corporation
(Registrant)
Date December 23, 1998 By: /s/ Harry V. Eastlick
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Harry V. Eastlick, Executive Vice
President and Chief Financial Officer
Robert Martin
Certified Public Accountant
625 W. Southern Ave., Suite A
Mesa, Arizona 85210
Exhibit 16.1
December 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: United States Aircraft Corporation
Ladies and Gentlemen:
I have been furnished with a copy of the response to Item 4 of the Form 8-K for
the event that occurred on December 18, 1998, to be filed by my former client,
United States Aircraft Corporation. I agree with the statements made in response
to that Item insofar as they relate to my Firm.
Yours very truly.
/s/ Robert Martin
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Robert Martin, CPA
SEPARATION OF EMPLOYMENT, CONSULTING,
SETTLEMENT, RELEASE,
AND SHARE WAIVER AGREEMENT
THIS AGREEMENT ("Agreement"), is made and entered into this 17th day of
December, 1998, at Phoenix, Arizona, by and among the following persons and
entities:
1. Anthony Christopher ("Christopher")
2. United States Aircraft Corporation, a Delaware corporation
("U.S. Aircraft"); and
3. Neo Vision, Inc., an Arizona corporation ("Neo Vision").
RECITALS
A. WHEREAS, Christopher previously was employed by U.S. Aircraft
pursuant to an Employment Agreement dated June 30, 1998 (the "Employment
Agreement"), and resigned from such employment on November 9, 1998, including
having resigned as a director and officer of U.S. Aircraft and Neo Vision on
November 9, 1998; and
B. WHEREAS, as a result of the foregoing, and the desire of the parties
to develop a mutually beneficial business relationship, the parties desire to
settle any issues arising and/or relating in any way to the departure of
Christopher, and to provide a mutually satisfactory agreement to permit each to
pursue independent business ventures;
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants hereinafter expressed, the parties do hereby agree as follows:
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AGREEMENT
1. CHRISTOPHER PAYMENTS. U.S. Aircraft will pay to Christopher his
accrued compensation through November 9, 1998, in the amount of Forty-One
Thousand Two Hundered Fifty Dollars ($41,250), following the approval by the
stockholders of U.S. Aircraft ("Stockholder Approval") of the amendment and
restatement of U.S. Aircraft's certificate of incorporation (the "Proposal")
described in the proxy statement (the "Proxy Statement") filed with the
Securities and Exchange Commission (the "SEC"), payable as follows: Two Thousand
Dollars ($2,000) per month commencing February 1, 1999, and then Five Thousand
Dollars ($5,000) per month commencing May 1, 1999 until the entire Forty-One
Thousand Two Hundred Fifty Dollars ($41,250) is paid in full. If the
stockholders of U.S. Aircraft do not approve the Proposal, then no sums shall be
owed to Christopher. Notwithstanding the foregoing, if Neo Vision shall obtain a
cumulative total of Two Hundred Fifty Thousand Dollars ($250,000) in financing
prior to any such stockholder vote on the Proposal, then Christopher shall be
entitled to receive Twenty Thousand Six Hundred Twenty-Five Dollars ($20,625)
within ten (10) days of Neo Vision obtaining such financing, and the remaining
Twenty Thousand Six Hundred Twenty-Five Dollars ($20,625) within ninety (90)
days of Neo Vision obtaining such financing, even if the stockholders do not
approve the Proposal, but in no event later than one hundred eighty (180) days
after the date of this Agreement, if such financing has been obtained by such
date. If U.S. Aircraft shall fail to pay such accrued compensation within the
above-described periods, the treble damages penalty of A.R.S. ss. 23-355 will be
applied. U.S. Aircraft expressly waives Christopher's failure to comply with the
notification provisions of the Employment Agreement.
2. RETURN OF PROPERTY. Christopher agrees to use his best efforts to
return all corporate property, books, and records of U.S. Aircraft and Neo
Vision, to U.S. Aircraft and Neo Vision, respectively, including without
limitation, all files, minute books, address books, and rolodexes, and the
names, addresses, and telephone numbers of all product, sale, financing, and
broker contacts.
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3. SHARES FOR DEBENTURE HOLDERS. Christopher, Neo Vision, and U.S.
Aircraft hereby agree that Six Hundred Thousand (600,000) shares of the New
Common Stock to which Christopher is entitled under the Exchange Agreement dated
as of June 30, 1998 (the "Exchange Agreement"), shall be issued to the debenture
holders of Neo Vision as of the date of this Agreement and Michael Konecny or
his assigns, with Four Hundred Thousand (400,000) shares issued to the Debenture
holders on a pro rata basis, and Two Hundred Thousand (200,000) shares to
Michael Konecny or his assigns, but only in the event of Stockholder Approval.
The parties intend that Christopher's waiver of his right to these shares under
the Exchange Agreement and issuance of such shares to the Neo Vision debenture
holders (collectively, the "Debenture Transactions") will not result in any
taxable income to Christopher. In the event that the Internal Revenue Service
("IRS") contends that the Debenture Transactions do result in the recognition of
taxable income to Christopher, Christopher shall notify Neo Vision of the same
and provide Neo Vision with the opportunity, and the reasonable cooperation, to
defend such IRS action. In the event of an unappealable decision that the
Debenture Transactions are taxable to Christopher or Neo Vision's decision to no
longer defend such IRS action, Neo Vision shall issue to Christopher the number
of shares of New Common Stock that have a then fair market value equal to
Christopher's tax liability with respect to the Debenture Transactions and any
tax attributable to the receipt of such shares.
4. RIGHTS OF CHRISTOPHER. U.S. Aircraft and Neo Vision acknowledge the
right of Christopher to compete with either company, except as set forth in this
Agreement.
5. GRANT OF EXCLUSIVE RIGHTS TO NEO VISION AND U.S. AIRCRAFT. For a
period commencing on the date of this Agreement and ending two (2) years after
the date of this Agreement, U.S. Aircraft and Neo Vision shall have the
exclusive rights to engage in the electronic and computer-based video screen
wall or related electronic business (the "Video Wall Business") in any mall or
airport location or site in the United States of America (the "Mall/Airport
Market"). In the event that Neo Vision and/or U.S. Aircraft do not have a total
of twelve (12) operating video walls at the end of one (1) year after the date
of this Agreement, then the exclusive period in this Paragraph 5 shall
terminate.
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Following the end of such two (2) or one (1) year period, as applicable,
Christopher shall have the right to compete with U.S. Aircraft and Neo Vision in
the Mall/Airport Market.
6. TRADE SECRETS. Christopher recognizes that certain applications,
technologies, and systems developed by Neo Vision may constitute trade secrets
of Neo Vision. Christopher agrees that he will not use such applications,
technologies or systems in any new venture, but reserves the right to use any
application, technology, or system which is independently available from public
or private sources. Similarly, Neo Vision. and U.S. Aircraft acknowledge
Christopher's right, except as restricted by paragraph 5 hereof, to use
applications, technologies, and systems which are not the trade secrets of Neo
Vision.
7. CONSULTING. Christopher agrees to consult with U.S. Aircraft and Neo
Vision on an informal basis with respect to the Video Wall Business from time to
time at his sole discretion.
8. EFFECT OF STOCKHOLDER NON-APPROVAL. If the stockholders do not
approve the Proposal, then Paragraphs 3 and 5 shall be null and void and without
any legal effect.
9. PROPOSAL; COOPERATION. Christopher hereby agrees to vote in favor of
the Proposal. The parties agree to cooperate in good faith with each other in
carrying out the terms and conditions of this Agreement.
10. MUTUAL RELEASE. In consideration of the consideration and
agreements called for herein, each party hereby completely releases and forever
discharges each and every other party, and their past and present officers,
directors, stockholders, agents, servants, representatives, employees,
subsidiaries, affiliates, partners, predecessors, and successors in interest,
and assigns and all other persons, firms, or corporations with whom any of the
foregoing have been or are now affiliated, of, for, from, and against any and
all past or present claims, demands, obligations, actions, causes of action,
rights, damages, costs, losses of services, expenses, and compensation of any
nature whatsoever, known or unknown, express or implied, whether based on tort,
contract, or other theory of recovery, which the parties may have had in the
past against each other.
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11. MISCELLANEOUS. In entering into this Settlement Agreement, the
parties represent and warrant:
a. REPRESENTATION BY COUNSEL. They have relied on the legal advice
of their attorneys, who are attorneys of their own choice, and
that the terms of this Agreement have been completely read and
explained to them by their attorneys, and that those terms are
fully understood and voluntarily accepted by them.
b. ENTIRE AGREEMENT, MODIFICATION. This instrument contains the
entire agreement among the parties hereto with respect to the
settlement and other matters contemplated hereby and shall not
be changed or terminated except by written amendment signed by
the parties hereto.
c. VENUE; CHOICE OF LAWS. The parties waive any objection to venue
and hereby agree that any action to enforce this Agreement shall
be brought in the Superior Court of Arizona, Maricopa County
which shall have exclusive jurisdiction to enforce this
Agreement. The laws of the State of Arizona shall govern the
validity, performance, and enforcement of this Agreement.
d. INVALIDITY. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future laws
effective during the term of this Agreement, such provision
shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of each such illegal, invalid, or
unenforceable provision, there
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shall be added automatically as part of this Agreement a
provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid
and enforceable.
e. HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
f. COUNTERPARTS. This Agreement may be executed in any number of
counterparts by the parties, which counterparts together shall
constitute one and the same agreement, and it shall not be
necessary for the parties to execute the same counterpart
hereto.
g. INDULGENCES; NOT WAIVERS. Neither the failure nor any delay on
the part of a party to exercise any right, remedy, power, or
privilege under this Agreement shall operate as a waiver
thereto, nor shall any single or partial exercise of any right,
remedy, power or privilege exclude any other or further exercise
of any other right, remedy, power, or privilege, nor shall any
waiver of any right, remedy, power, or privilege with respect to
any occurrence by construed as a waiver of such right, remedy,
power, or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed
by the party asserted to have granted such waiver.
h. COSTS AND EXPENSES. Each party shall bear its own costs and
expenses (including the fees and reimbursements of counsel)
received in connection with the negotiations and preparation of
this Agreement.
i. NOTICES. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing
and shall be deemed to have
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been duly given, made and received when delivered against receipt
or when deposited in the United States mails, certified mail,
return receipt requested, postage prepaid, addressed as set forth
below:
If to U.S. Aircraft or Neo Vision:
3625 N. 16th Street
Suite 110
Phoenix, Arizona 85016
Attention: Albert C. Lundstrom
With a copy given in the manner prescribed above, to:
O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, P.A.
One East Camelback Road, Suite 1100
Phoenix, Arizona 85012-1656
Attention: Richard M. Weinroth, Esq.
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If to Christopher:
Tony Christopher
6632 E. Moreland
Scottsdale, Arizona 85257
with a copy given in the manner prescribed above, to:
Westover & Westover
3636 N. Central Avenue
Suite 1100
Phoenix, Arizona 85012-1941
Attention: William H. Westover, Esq.
Any party may alter the address to which communications or copies are
to be sent by giving notice to such of change of address in conformity with the
provisions of this paragraph for the giving of notice.
j. ATTORNEYS' FEES. In the event of any breach of this Agreement,
the breaching party agrees to pay all fees, expenses, and costs
incurred by the non-breaching party, including, without
limitation, attorneys' fees, whether or not suit is filed, and
all costs of suit and preparation for suit (whether at trial or
appellate level).
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IN WITNESS WHEREOF, the parties hereto or their duly authorized
representatives, having represented that they have the authority to do so, have
executed this Agreement at Phoenix, Arizona, on the date, month, and year first
above written.
/s/ Anthony Christopher
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Anthony Christopher
UNITED STATES AIRCRAFT
CORPORATION
/s/ Albert C. Lundstrom
-----------------------------------
By: Albert C. Lundstrom
Its: CEO
NEO VISION, INC.
/s/ Albert C. Lundstrom
-----------------------------------
By: Albert C. Lundstrom
Its: CEO
STATE OF ARIZONA }
} ss.
County of Maricopa }
The foregoing was acknowledged before me by Anthony Christopher this
17th day of December, 1998.
/s/ Barbara K. Nermyr
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Notary Public
My Commission Expires:
January 12, 2002
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STATE OF ARIZONA }
} ss.
County of Maricopa }
The foregoing was acknowledged before me this 17th day of December,
1998, by Albert C. Lundstrom, the CEO of United States Aircraft Corporation.
/s/ Barbara K. Nermyr
-----------------------------------
Notary Public
My Commission Expires:
January 12, 2002
STATE OF ARIZONA }
} ss.
County of Maricopa }
The foregoing was acknowledged before me this 17th day of December,
1998, by Albert C. Lundstrom, the CEO of Neo Vision, Inc.
/s/ Barbara K. Nermyr
-----------------------------------
Notary Public
My Commission Expires:
January 12, 2002
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