<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
Intek Diversified Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
458134 10 3
--------------
(CUSIP Number)
Nicholas R. Wilson
Chairman
Intek Diversified Corporation
970 West 190th Street, Suite 720
Torrance, California 90502
(310) 366-7335
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 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 3d-(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> 2
<TABLE>
<S> <C>
CUSIP No. 458134 10 3 13D Page 2 of 15 Pages
-----------
- --------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Simmonds Capital Limited
- --------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC; OO
- --------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,355,850
NUMBER OF ----------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --
EACH REPORTING ----------------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,355,850
----------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,355,850
- --------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
- --------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
The Schedule 13D filed on March 7, 1994 (the "Schedule 13D") and
amended on March 29, 1994 ("Amendment No. 1"), on July 22, 1994 ("Amendment
No. 2"), on September 23, 1994 ("Amendment No. 3"), on April 10, 1995
("Amendment No. 4"), on May 10, 1995 ("Amendment No. 5"), on June 5, 1995
("Amendment No. 6"), on June 9, 1995 ("Amendment No. 7"), on June 26, 1995
("Amendment No. 8"), on July 10, 1995 ("Amendment No. 9"), on August 9, 1995
("Amendment No. 10"), on November 27, 1995 ("Amendment No. 11"), on March 18,
1996 ("Amendment No. 12"), on April 8, 1996 ("Amendment No. 13"), on April 16,
1996 ("Amendment No. 14"), on April 23, 1996 ("Amendment No. 15"), on June 10,
1996 ("Amendment No. 16"), on June 27, 1996 ("Amendment No. 17"), on July 12,
1996 ("Amendment No. 18"), on September 30, 1996 ("Amendment No. 19"), on
October 15, 1996 ("Amendment No. 20"), and on November 6, 1996 ("Amendment No.
21") on behalf of Simmonds Capital Limited ("SCL") is hereby amended and
restated in full as follows:
ITEM 1. SECURITY AND ISSUER.
-------------------
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $.01 per share (the "Common Stock"), of
Intek Diversified Corporation, a Delaware corporation ("Intek"). The principal
executive offices of Intek are located at 970 West 190th Street, Suite 20,
Torrance, California 90502.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a) - (c) This statement is being filed by Simmonds Capital Limited,
a Canadian corporation incorporated under the laws of Ontario ("SCL"), whose
principal business is manufacturing and selling communications equipment and
integrating systems in the global wireless communications market. The address
of SCL's principal business and principal office is 5255 Yonge Street, Suite
1050, Willowdale, Ontario Canada M2N 6P4.
The following are the executive officers and directors of SCL and
certain information relating thereto:
<TABLE>
<CAPTION>
Present Principal
Name Title Business Address Occupation
- ---- ----- ----------------- -----------------
<S> <C> <C> <C>
Robert Donaldson Director Royal Bank Plaza, Suite 2600 Senior Partner (Lawyer)
South Tower Heinan Blaike
Toronto, Ontario Canada Royal Bank Plaza, Suite 2600
M5J 2J4 South Tower
Toronto, Ontario Canada
M5J 2J4
J. Harry Dunstan Chief Technology 5255 Yonge Street, Suite 1050 Chief Technology Officer
Officer and Business Willowdale, Ontario Canada and Business Development of
Development; Director M24 6P4 SCL
Charles Gawlicki Director 8713 - 53rd Avenue President of SCL
Edmonton, Alberta Canada Distributors (Western) Ltd,
T6E 5E9 8713 - 53rd Avenue
Edmonton, Alberta Canada
T6E 5E9
Douglas F. Haslam Director 8 Falconer Drive, P.O. Box 610 Executive Vice-President
Streetsville, Ontario Canada of Menu Foods Ltd,
L5M 2C1 8 Falconer Drive
P.O. Box 610
Streetsville, Ontario Canada
L5M 2C1
</TABLE>
Page 3 of 15 Pages
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
Patrick Lavelle Director 150 King Street West, Suite 1112 Chairman of the Board of
Toronto, Ontario, Canada Business Development Bank of
M5H 1J9 Canada
150 King Street West, Suite 1112
Toronto, Ontario, Canada
M5H 1J9
Mark Longden Director Plaza S35, Kings Road Partner & Director
London, England Octagon Analytics
SW10 0SZ Plaza S35, Kings Road
London, England
SW10 0SZ
Michael G. Smith Chief Financial Officer 5255 Yonge Street, Suite 1050 Chief Financial Officer of
Willowdale, Ontario Canada SCL
M2N 6P4
David C. O'Kell Executive 5255 Yonge Street, Suite 1050 Executive
Vice President and Willowdale, Ontario Canada Vice-President and
Secretary; Director M2N 6P4 Secretary of SCL
John G. Simmonds Chairman of the Board, 5255 Yonge Street, Suite 1050 Chairman of the Board,
President and Chief Willowdale, Ontario Canada President and Chief
Executive Officer M2N 6P4 Executive Officer of SCL
</TABLE>
(d) During the last five years, neither SCL nor any of the directors
or executive officers of SCL has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither SCL nor any of the directors
or executive officers of SCL has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to 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) Except Mark Longden, who is a citizen of the United Kingdom, all
of the executive officers and directors of SCL are citizens of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
SCL acquired 6,389,183 shares of Common Stock and options to purchase
1,800,000 shares of Common Stock as described below. After the exercise of a
portion of the options to purchase 1,333,333 shares of Common Stock as
described in subparagraph (g) of this Item 13D, and the disposition of
2,500,000 shares of Common Stock as described in Item 5 subparagraphs (c), (h),
(i), (j), (k), (m), (n), (o), (q), (r) and (s) of this Schedule 13D, SCL is the
beneficial owner of 4,355,850 shares of Common Stock (inclusive of 466,667
unexercised options). SCL acquired shares of Common Stock as follows:
(a) Purchase of 220,500 shares of Common Stock in market
transactions effected between February 8, 1994 and February
28, 1994 for cash, from SCL's working capital, for an
aggregate purchase price of $393,488.20.
(b) Purchase of 21,500 shares of Common Stock in market
transactions in the first week of March, 1994, for an
aggregate purchase price of $51,095.
(c) Purchase of 15,000 shares of Common Stock in market
transactions between June 7, 1994 and June 20, 1994 for cash,
from SCL's working capital, for an aggregate purchase price of
$74,020.
(d) Acquisition of 2,400,000 Common Shares pursuant to terms of
the Merger (See Item 4 -"THE MERGER")
Page 4 of 15 Pages
<PAGE> 5
(e) Between March 24, 1995 and March 30, 1995, purchases of 8,850
shares of Common Stock on the open market for cash, from SCL's
working capital, for an aggregate purchase price of $37,613.
(f) Between March 24, 1995 and March 30, 1995, purchases of 45,000
shares of Common Stock at $4.25 per share from certain of the
persons listed in Item 2 above (all as more fully described in
Item 5 subpart (g) below), for cash from working capital and
the additional consideration of options for the seller thereof
to reacquire shares of the Common Stock at $4.25 per share.
(g) On June 16, 1995, SCL entered into an option agreement (the
"SCL Option Agreement") (a copy of which is attached hereto as
EXHIBIT A) with Roamer One Holdings, Inc., pursuant to which
SCL paid (out of SCL's working capital) Roamer One Holdings,
Inc. One Million Eight Hundred Thousand Dollars ($1,800,000)
to acquire five (5) year options to purchase up to One Million
Eight Hundred Thousand (1,800,000) shares of Common Stock for
$1.50 per share. On March 1, 1996, April 8, 1996, April 29,
1996, May 24, 1996, July 2, 1996, August 30, 1996, October 1,
1996, October 31, 1996 and November 30, 1996 SCL exercised
200,000, 50,000, 150,000, 200,000, 200,000, 200,000, 66,667,
133,333 and 133,333, respectively, of the foregoing options to
purchase shares of Common Stock from Roamer One Holdings.
(h) As of March 7, 1996, SCL, Intek and Securicor Group plc
("Securicor") of Surrey, England executed a letter of intent
(the "March 7, 1996 Letter of Intent;" a copy of which is
attached hereto as EXHIBIT B and incorporated herein) pursuant
to which they proposed combining certain of their wireless
communication businesses and related technologies (the
"Wireless Communications Merger"). The transactions
contemplated in the March 7, 1996 Letter of Intent were closed
on September 19, 1996 and December 3, 1996 pursuant to the
terms of the Sale of Assets and Trademark License Agreement
dated June 18, 1996 among Intek, SCL and Midland as amended by
the Amended and Restated Sale of Assets and Trademark
Agreement (the "Amended Agreement") (copies of which are
attached hereto as EXHIBITS Z and CC, respectively, and are
incorporated herein in their entirety). SCL acquired 150,000
shares of Common Stock at the September 19, 1996 closing of
the Midland Acquisition and 2,195,000 shares of Common Stock
at the December 3, 1996 closing of the Securicor Transaction
as described in Item 4 - "WIRELESS COMMUNICATION'S MERGER" of
this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
FEBRUARY 1994 PURCHASES. SCL acquired 220,500 shares of Common Stock for
investment purposes in market transactions effected between February 8, 1994 and
February 28, 1994. At that time it was contemplated that most of these shares
would be sold to certain executive officers of (i) SCL, (ii) Midland
International Corp., a Delaware corporation ("Midland") and a
wholly-owned subsidiary of SCL, Inc., a Delaware corporation and a wholly-
owned subsidiary of SCL and (iii) Roamer One, Inc., a Delaware corporation
("Roamer"). It was also contemplated that a portion of such shares would be sold
to an individual employed by Hill & Company, a Canadian firm of chartered
accountants, which is an independent contractor of SCL. SCL has subsequently
disposed of 110,000 shares of the Common Stock in accordance with SCL's stated
intent. (See Item 5(c) below.) In connection with any disposition by SCL of a
portion of the 220,500 shares, SCL has not entered and does not intend to enter
into any agreement with respect thereto, including, without limitation, any
agreements relating to the voting or disposition of such shares.
THE MERGER. Prior to SCL's aforementioned purchase of 220,500 shares,
on February 3, 1993, SCL, Roamer and Intek executed a non- binding letter of
intent (the "Letter of Intent"), a copy of which is attached hereto as EXHIBIT
D, setting forth the principal terms by which Intek would acquire the
specialized mobile radio carrier business of a joint venture ("Simrom") between
SCL and Roamer in exchange for 6 million shares of Common Stock. A copy of the
Press Release of SCL, Roamer and Intek, dated February 7, 1994, with respect to
the Letter of Intent is attached hereto as EXHIBIT E. Subsequent to execution
of the Letter of Intent, the parties entered into the Amendment to Letter of
Intent dated March 29, 1994 (a copy of which is attached hereto as EXHIBIT F)
and extended the expiration of the Letter of Intent from March 30, 1994 to
April 20, 1994. The Letter of Intent provides that upon consummation of the
transaction, SCL would receive 2.4 million shares of Common Stock and Roamer
would receive 3.6 million shares of Common Stock.
To consummate the transactions contemplated in the Letter of Intent,
Simrom, Intek and Romnet, Inc., a Delaware corporation and a newly formed
wholly owned subsidiary of Intek, entered into a merger agreement (the "Merger
Agreement"),
Page 5 of 15 Pages
<PAGE> 6
dated April 20, 1994, a copy of which is attached hereto as EXHIBIT G.
Pursuant to the Merger Agreement, Simrom merged into Romnet, with Romnet as the
surviving corporation (the "Merger") and at the Effective Time (as defined in
the Merger Agreement), each of the then issued and outstanding shares of common
stock, without par value, of Simrom (consisting of 10,000 shares) converted
into the right to receive, subject to certain possible subsequent adjustments,
600 shares of the Common Stock. Immediately prior to the Merger, sixty percent
of the total outstanding voting stock of Simrom was held by Roamer and the
remaining forty percent was held by SCL. As a result of the Merger, (i)
Simrom's business is conducted by Romnet as a wholly owned subsidiary of Intek,
(ii) effective ultimate control of Intek was transferred to Roamer and SCL and
(iii) the business of Intek will be fundamentally redirected.
On September 23, 1994, the Merger was consummated. Following the
Merger, and pursuant to the terms of the Merger Agreement, two of the three
elected Directors of Intek resigned, and three persons nominated by SCL, and
three persons nominated by Roamer and one person jointly nominated by SCL and
Roamer were elected to the Board of Directors of Intek.
WIRELESS COMMUNICATIONS MERGER. On June 18, 1996, pursuant to the
March 7, 1996 Letter of Intent, SCL, Midland International Corporation
("Midland"), a Delaware corporation and wholly owned indirect subsidiary of SCL
through which SCL operated, among other business, its U.S. wireless
communication's business, and Intek entered into a Sale of Assets and Trademark
License Agreement pursuant to which Intek agreed to acquire from Midland
Midland's U.S. LMR Distribution Business (the "Midland Acquisition") and an
exclusive license to sell and distribute LMR Products under Midland's trademark
in the United States, its territories and possessions, in exchange for the
issuance of 2,500,000 shares of Common Stock to Midland. On September 19,
1996, SCL, Midland and Intek entered into the Amended Agreement. Pursuant to
the terms of the Amended Agreement, Intek and Midland closed the Midland
Acquisition on September 19, 1996 (the "Initial Closing"), but effective as of
August 1, 1996, Intek purchased certain United States registered trademarks
(the "U.S. Trademarks") used by Midland in the U.S. LMR Distribution Business
(rather than merely obtaining a license for the use of Midland's trademarks as
provided in the Sale of Assets and Trademark License Agreement), and Intek
licensed back to Midland the rights to use the U.S. Trademarks in the United
States except in the sale of LMR Products in the professional and commercial
market (see the "License Agreement" attached as EXHIBIT F to the Amended
Agreement"). In consideration for the foregoing, Midland received 150,000
shares of Common Stock, and $3,117,246 in cash and other consideration (as
described in Section 2.1 of the Amended Agreement).
Pursuant to the terms of the Amended Agreement, Midland received an
additional 2,195,000 shares of Common Stock at the December 3, 1996 closing of
the transactions contemplated in the Stock Purchase Agreement, as amended,
between Intek and Securicor Communications Limited are consummated (the
"Securicor Transaction"). Pursuant to the terms of the Amended Agreement and
the Escrow Agreement (the "Escrow Agreement") dated September 19, 1996 among
SCL, Intek and the American Stock Transfer & Trust Company, as Escrow Agent (a
copy of the Escrow Agreement is attached hereto as EXHIBIT B to the Amended
Agreement and is hereby incorporated herein in its entirety), 500,000 of the
shares of Common Stock received by Midland at the December 3, closing remain in
escrow with the Escrow Agent to provide security to Intek that the benefits of
the supply agreement between Midland and Hitachi Denshi Ltd. are provided to
Intek until May 31, 1997 (the "Hitachi Denshi Supply Agreement"). If Net
Operating Losses incurred by Intek in operating the U.S. LMR Distribution
Business from August 1, 1996 through the December 3, 1996 (the "Interim
Period") are less than $833,125, Midland will receive additional consideration
for its sale of the U.S. LMR Distribution to Intek in an amount equal to the
difference between $833,125 and actual Net Operating Losses for the Interim
Period. Such additional consideration will be paid in shares of Common Stock
at the rate of 1 share for each $5.375 of additional consideration.
In connection with the closing of the transactions contemplated in the
Amended Agreement, and as provided therein, Intek entered into a Product
Purchasing Services Agreement with Midland and a Computer Services Agreement
with SCL (attached hereto as EXHIBITS A and D, respectively, to the Amended
Agreement, and hereby incorporated herein in their entirety).
A copy of the joint press release issued by Intek, SCL and Securicor
Communications Limited on June 18, 1996 announcing execution of definitive
documents in connection with the Wireless Communications Merger is attached
hereto as EXHIBIT AA and incorporated herein in its entirety.
The terms "U.S. LMR Distribution Business," "LMR Products," and "Net
Operating Losses" are defined in Section 1 of the Amended Agreement and are
subject to certain qualifications as specified therein.
Page 6 of 15 Pages
<PAGE> 7
Concurrently with entering into the March 7, 1996 Letter of Intent,
SCL and Intek terminated the Purchase Agreement dated June 30, 1995 (a copy of
which is attached hereto as EXHIBIT H and incorporated herein in its entirety),
as subsequently amended, pursuant to which SCL had previously agreed to sell
Intek SCL's commercial wireless and communications business, consisting of the
distribution of two-way radio communication products for use in commercial,
industrial and governmental markets and the design, construction and project
management of two-way radio networks, for aggregate consideration of
15,000,000 shares of Common Stock and the assumption of certain liabilities and
obligations of the SCL.
OTHER PURCHASES. During 1994, SCL acquired an additional 36,500
shares of Common Stock through open market transactions as follows:
During the first week of March, 1994, SCL acquired an additional
21,500 shares of Common Stock;
Between June 7, 1994 and June 10, 1994, SCL acquired an additional
10,000 shares of Common Stock; and
Between June 14, 1994 and June 20, 1994, SCL acquired an additional
5,000 shares of Common Stock.
Between March 24 and March 30, 1995, SCL purchased 8,850 shares of
Common Stock at an average price of $4.25 per share on the open market and an
additional 45,000 shares of Common Stock at $4.25 per share from persons listed
in Item 2 as follows:
<TABLE>
<CAPTION>
PERSON NUMBER OF SHARES
------ ----------------
<S> <C>
John Simmonds 16,150
Harry Dunstan 5,000
David O'Kell 8,850
Michael W. St. Eve 5,000
</TABLE>
In connection with SCL's purchase of the 45,000 shares of Common
Stock, SCL has agreed under the Employee Option Agreement dated as of April 7,
1995, (the "Employee Option Agreement")(a copy of which is attached hereto as
EXHIBIT I) to permit each person from whom Intek shares were purchased to
repurchase the same number of such shares at $4.25 per share until March 31,
1997, subject to SCL's right to cancel these options on 90 days written notice.
On June 16, 1995, SCL entered into the SCL Option Agreement and paid
Roamer One Holdings, Inc. One Million Eight Hundred Thousand Dollars
($1,800,000) for five (5) year options to purchase up to One Million Eight
Hundred Thousand (1,800,000) shares of Common Stock for $1.50 per share. In
connection with the SCL Option Agreement, as of June 16, 1995, Roamer One
Holdings, Inc. and SCL also entered into a pledge agreement (the "SCL/Roamer
One Holdings Pledge Agreement") (a copy of which is attached hereto as EXHIBIT
J) pursuant to which Roamer One Holdings, Inc. pledged One Million Eight
Hundred Thousand (1,800,000) shares of Common Stock to SCL in support of Roamer
One Holdings, Inc.'s obligations under the SCL Option Agreement. On March 1,
1996, April 8, 1996, April 29, 1996, May 24, 1996, July 2, 1996, August 30,
1996, October 1, 1996, October 31, 1996, and November 30, 1996 SCL exercised
200,000, 50,000, 150,000, 200,000, 200,000, 200,000, 66,667, 133,333 and
133,333, respectively, of the foregoing options to purchase shares of Common
Stock from Roamer One Holdings. SCL expects to exercise the remaining 466,667
options on or before December 31, 1996.
Except as described in this Schedule 13D, SCL does not have any
present plan or proposal which relates to or would result in: (a) the
acquisition by any person of additional securities of Intek or the disposition
of securities of Intek; (b) an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving Intek or any of its
subsidiaries; (c) a sale or transfer of a material amount of the assets of
Intek or any of its subsidiaries; (d) any change in the present Board of
Directors or management of Intek, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the Board
of Directors; (e) any material change in the present capitalization or dividend
policy of Intek; (f) any other material change in Intek's business or corporate
structure; (g) changes in Intek's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the acquisition of
control of Intek by any person; (h) causing a class of common stock of Intek to
be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of Intek becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or (j) any action similar to any of those enumerated above.
Page 7 of 15 Pages
<PAGE> 8
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
The 6,389,183 shares of Common Stock were acquired by SCL through
purchases and dispositions of shares of Common Stock as follows:
(a) In February, 1994, SCL acquired 220,500 shares totalling 7.83%
of the then outstanding Common Stock based on the 2,816,499
shares of Common Stock then outstanding as reported by Intek
in its Form 10-K of the year ended December 31, 1993.
(b) In the first week of March, 1994, SCL acquired an additional
21,500 shares, bringing its total shares of Common Stock to
242,000 or 8.59% of the then outstanding shares of Common
Stock.
(c) In transactions effected between March 22, 1994 and March 29,
1994, SCL disposed of 110,000 shares of Common Stock through
sales to (i) certain executive officers of SCL and Midland
International Corp., (ii) Roamer, and (iii) an individual
employed by Hill and Company. These dispositions reduced
SCL's percentage ownership of the Common Stock to 132,000
shares of Common Stock or 4.69% of the then outstanding shares
of Common Stock as of March 29, 1994.
(d) Between June 7, 1994 and June 10, 1994, SCL acquired 10,000
shares of Common Stock, increasing its holding to 142,000,
constituting 5.04% of the 2,816,499 shares of Common Stock
then outstanding as reported by Intek in its Form 10-Q for the
quarter ended March 31, 1994.
(e) Between June 14, 1994 and June 20, 1994, SCL acquired an
additional 5,000 shares of Common Stock, bringing its total
holdings to 147,000 shares of Common Stock or 5.22% of the
then outstanding shares of Common Stock.
(f) On September 23, 1994, SCL acquired 2,400,000 additional
shares of Common Stock in the Merger, bringing SCL's total
holdings to 2,547,000 shares of Common Stock or 28.9% of the
then outstanding shares of Common Stock.
(g) Between March 24, and March 30, 1995, SCL acquired 43,850
shares of Common Stock on the Open Market and from persons
listed in Item 2 as follows and an additional 10,000 Shares
from Peter Heinke, then an officer of SCL:
<TABLE>
<CAPTION>
PERSON NUMBER OF SHARES
------ ----------------
<S> <C>
John Simmonds 16,150
Harry Dunstan 5,000
David O'Kell 8,850
Michael W. St. Eve 5,000
Open market 8,850
</TABLE>
This acquisition brought SCL's total holdings of shares of
Common Stock to 2,600,850 or 28.9% of the then outstanding
shares of Common Stock.
(h) On April 24, 1995, Extra Clearing B.V. exercised a portion of
the options granted to it by SCL to acquire 35,000 shares of
Common Stock.
(i) On May 1, 1995, Choi & Choi HK Limited exercised the options
granted to it by SCL and a portion of 600,000 additional
options which have been assigned to it by Mr. Murray Sinclair
to acquire 400,000 shares of Common Stock, reducing SCL's
total holdings to 2,165,850 shares of Common Stock (24.3% of
the then total outstanding shares of Common Stock).
Page 8 of 15 Pages
<PAGE> 9
(j) On May 17, 1995, Extra Clearing B.V. exercised a portion of
the options granted to it by SCL to acquire 200,000 shares of
Common Stock reducing SCL's total holdings to 1,965,850 shares
of Common Stock (21.9 % of the then total outstanding shares of
Common Stock).
(k) On June 1, 1995, Extra Clearing B.V. exercised a portion of
the options granted to it by SCL to acquire 107,000 shares of
Common Stock reducing SCL's total holdings to 1,858,850 shares
of Common Stock (20.9% of the then total outstanding shares of
Common Stock).
(l) On June 16, 1995, SCL acquired, pursuant to the terms of the
SCL Option Agreement and at a purchase price of One Million
Eight Hundred Thousand Dollars ($1,800,000), options to
acquire 1,800,000 shares of Common Stock from Roamer One
Holdings, Inc., exercisable for a period of five (5) years at
an exercise price of $1.50 per share of Common Stock. On
March 1, 1996, April 8, 1996, April 29, 1996, May 24, 1996,
July 2, 1996, August 30, 1996, October 1, 1996, October 31,
1996, and November 30, 1996, SCL exercised 200,000, 50,000,
150,000, 200,000, 200,000, 200,000, 66,667, 133,333 and
133,333, respectively, of the foregoing options to purchase
shares of Common Stock from Roamer One Holdings.
(m) On June 20, 1995, Extra Clearing, B.V. exercised a portion of
the options granted to it by SCL to acquire 58,000 shares of
Common Stock.
(n) On July 31, 1995, Extra Clearing B.V. exercised an additional
portion of such options to acquire 490,000 shares of Common
Stock.
(o) On July 17, 1995, Bradley Ltd. exercised the options granted
to it by SCL to acquire 100,000 shares of Common Stock.
(p) Pursuant to the terms of the Amended Agreement, SCL acquired
150,000 shares of Common Stock at the September 19, 1996
closing of the Midland Acquisition and 2,195,000 shares of
Common Stock at the December 3, 1996 closing of the Securicor
Transaction. In addition, if Net Operating Losses incurred by
Intek in operating the U.S. LMR Distribution Business from
August 1, 1996 through the Interim Period are less than
$833,125, Midland will receive additional consideration for
its sale of the U.S. LMR Distribution to Intek in an amount
equal to the difference between $833,125 and actual Net
Operating Losses for the Interim Period. Such additional
consideration will be paid in shares of Common Stock at the
rate of 1 share for each $5.375 of additional consideration.
Reference is made to Item 4 -- "WIRELESS COMMUNICATION'S
MERGER."
(q) On June 20, 1996, Murray Sinclair exercised the remaining
options granted to him by SCL to acquire 200,000 shares of
Common Stock.
(r) On June 26, 1996, CHOI & CHOI HK Limited exercised the
remaining options granted by SCL to Murray Sinclair and
subsequently assigned to CHOI & CHOI HK Limited to acquire
400,000 shares of Common Stock.
(s) On December 6, 1996, SCL sold 400,000 shares of Common Stock
in open market transactions at a price of $5.125 per share.
Of the persons listed in Item 2, the following beneficially own shares
of Common Stock in the amounts indicated:
<TABLE>
<CAPTION>
Person Number of Shares Sole/Shared Voting Power
- ------ ---------------- ------------------------
<S> <C> <C>
John Simmonds 1,350 (1) sole
<FN>
(1) Includes 1,000 shares gifted by Mr. Simmonds to a family member.
</TABLE>
Page 9 of 15 Pages
<PAGE> 10
Of the persons listed in Item 2, the following beneficially have
acquired options to purchase from SCL the number of shares of Common Stock
indicated opposite their name below at an exercise price of $4.25 per share:
<TABLE>
<CAPTION>
Person Number of Shares
------ ----------------
<S> <C>
John Simmonds 16,150
Harry Dunstan 5,000
David C. O'Kell 8,850
Michael W. St. Eve 5,000
</TABLE>
SCL has sole voting and investment power and the right to receive or
direct the receipt of all dividends from or the proceeds of the sale of all of
the shares of Common Stock owned by SCL.
Of the persons listed in Item 2, the following beneficially have
acquired options to purchase from Intek, pursuant to certain of Intek's 1994
Directors' Stock Option Plan or Intek's 1994 Stock Option Plan the number of
shares of Common Stock indicated opposite their name below at an exercise price
per share equal to the set forth below:
<TABLE>
<CAPTION>
Person Number of Shares Exercise Price per Share
------ ---------------- ------------------------
<S> <C> <C>
John Simmonds 40,000(1) $3.75
Harry Dunstan 40,000(2) $3.75
David C. O'Kell 40,000(2) $3.75
<FN>
(1) Incentive Stock Options granted pursuant to
Intek 1994 Stock Option Plan
(2) Non-qualified stock options granted pursuant
to Intek 1994 Stock Option Plan
</TABLE>
Except as described in this Schedule 13D, (i) neither SCL nor, to the
best of SCL's knowledge, any person identified in Item 2 hereto beneficially
owns any shares of the Common Stock, and (ii) no transactions in such shares
have been effected during the past 60 days by SCL or, to the best of SCL's
knowledge, any person identified in Item 2 hereto.
As of December 6, 1996, SCL beneficially owned 4,355,850 shares of
Common Stock, subject to various contracts and arrangements. See Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Intek, Roamer, SCL, Vincent Paul and Harold Davis, have entered into a
Registration Rights Agreement (the "Registration Rights Agreement") to provide
the holders with certain demand and "piggy-back" registration rights with
respect to each share of Intek's Common Stock to be received pursuant to the
Merger as Common Stock Consideration. The Registration Rights Agreement
provides for eligible holders to make up to two written demands that Intek
effect a registration under the Securities Act of 1933, as amended (the
"Securities Act"), of a specified number of shares of Intek's Common Stock.
The parties to the Registration Rights Agreement terminated such Agreement on
December 3, 1996 in connection with the December 3, 1996 closing of the
Securicor Transaction.
On September 30, 1994, SCL entered into Memoranda of Understanding
(the "Memoranda of Understanding") (a copy of which is attached hereto as
EXHIBIT K) with Murray Sinclair and Choi & Choi HK Limited, pursuant to which
Mr. Sinclair and Choi & Choi HK Limited paid SCL Eight Hundred Thousand Dollars
($800,000) and Two Hundred Thousand Dollars ($200,000), respectively, for five
(5) year options to purchase up to eight hundred thousand (800,000) and two
hundred thousand (200,000) shares, respectively, of Intek Common Stock for
$1.50 per share. The options may be exercised partially or in whole at any
time, subject to any applicable regulatory or tax restrictions.
As of March 31, 1995, SCL entered into an option agreement (the "EC
Option Agreement") (a copy of which is attached hereto as EXHIBIT L) with Extra
Clearing B.V., a corporation incorporated under the laws of the Netherlands
("EC"),
Page 10 of 15 Pages
<PAGE> 11
pursuant to which EC paid SCL Eight Hundred Ninety Thousand Dollars ($890,000)
for five (5) year options to purchase up to eight hundred ninety thousand
(890,000) shares of Intek Common Stock for $1.50 per share. EC exercised all of
the options as described in Subparagraphs (h), (j), (k), (m) and (n) of Item 5
of this Schedule 13D.
In connection with the EC Option Agreement, as of March 31, 1995 SCL
and the EC also entered into a pledge agreement (the "EC Pledge Agreement") (a
copy of which is attached hereto as EXHIBIT M), pursuant to which SCL pledged
eight hundred ninety thousand (890,000) shares of Intek Common Stock to EC in
support of its obligations under the EC Option Agreement.
As of June 16, 1995, SCL entered into the SCL Option Agreement with
Roamer One Holdings, Inc., pursuant to which SCL paid Roamer One Holdings, Inc.
One Million Eight Hundred Thousand Dollars ($1,800,000) for five (5) year
options to purchase up to One Million Eight Hundred Thousand (1,800,000) shares
of Common Stock for $1.50 per share. In connection with the SCL Option
Agreement, as of June 16, 1995, Roamer One Holdings, Inc. and SCL also entered
into the SCL/Roamer One Holdings Pledge Agreement pursuant to which Roamer One
Holdings, Inc. pledged One Million Eight Hundred Thousand (1,800,000) shares of
Common Stock to SCL in support of Roamer One Holdings, Inc.'s obligations under
the SCL Option Agreement. On March 1, 1996, April 8, 1996, April 29, 1996, May
24, 1996, July 2, 1996, August 30, 1996, October 1, 1996, October 31, 1996 and
November 30, 1996, SCL exercised its rights under the foregoing options to
acquire 200,000, 50,000, 150,000, 200,000, 200,000, 200,000, 66,667, 133,333
and 133,333 shares, respectively, of Common Stock from Roamer One Holdings.
See discussion regarding the Letter of Intent and the Employee Option
Agreement in Item 4 above.
As of May 25, 1995, SCL entered into an option agreement (the "Bradley
Option Agreement") (a copy of which is attached hereto as EXHIBIT N) with
Bradley Ltd. of Hamilton, Bermuda, pursuant to which Optionee paid SCL One
Hundred Thousand Dollars ($100,000) for options, exercisable through September
30, 1999, to purchase up to one hundred thousand (100,000) shares of Intek
Common Stock for $1.50 per share, subject to any applicable regulatory or tax
restrictions.
As of June 30, 1995, SCL agreed, subject to obtaining approval of the
shareholders of Intek to an increase in the authorized capital stock of Intek
and the satisfaction of certain other conditions, to acquire from the Company,
and the Company agreed to sell to SCL 15,000,000 shares of Common Stock in
consideration for the transfer to the Company of the assets and liabilities of
SCL and certain of SCL's affiliates which constitute the SCL Commercial
Wireless Communications Business and the assumption and satisfaction of the
liabilities and obligations of the SCL Commercial Wireless Communications
Business. This Agreement was subsequently terminated on March 8, 1996, when
SCL, Intek and Securicor entered into the March 7, 1996 Letter of Intent
pursuant to which SCL, Securicor and Intek propose to merge their wireless
communications businesses. See Item 4 "Wireless Communications Merger."
On September 15, 1995, SCL issued a debenture in favor of Octagon
Investment Group and in the original principal amount of $2,500,000 (the
"DEBENTURE," a copy of which is attached hereto as EXHIBIT O and incorporated
herein in its entirety). The Debenture is due on September 15, 2000 and bears
interest at 14% per annum. SCL has the option, after April 5, 1996, to prepay
the then outstanding principal and accrued interest on the Debenture by
transferring to Octagon shares of the Common Stock. The number of shares of
Common Stock necessary to settle any such optional prepayment is determined by
dividing the amount then due on the Note by $5.22 and rounding up to the next
whole number. From April 5, 1996, the minimum number of shares that SCL could
transfer pursuant to such a prepayment election is 510,524 and the maximum
number of shares is 922,134. If on any date on or after June 30, 1996, the
simple average of (a) the closing price for shares of Common Stock for each day
that there has been trading and (b) the simple average of the closing bid and
ask prices of Shares for each day on which there has been no trading, for the
five consecutive trading days on NASDAQ immediately preceding such date exceeds
$10.00 ("Trigger Price") then the holder of the Debenture, on 30 days' written
notice to SCL, may declare the principal amount of the Debenture and all
accrued and unpaid interest thereon to be immediately due and payable, together
with an additional cash amount ("Additional Amount") to be determined as
follows:
The initial Additional Amount is $562,500 for the six-month period
beginning March 15, 1996 and increases $562,500 for each additional
six-month period to a maximum Additional Amount of $5,062,500 for the
six-month period beginning March 15, 2000. Upon receipt of a written
notice subsequent to the occurrence of a Trigger Price, the reporting
person may elect to prepay the Note in shares of Common Stock without
paying the Additional Amount. SCL's contingent obligation to pay an
Additional Amount may be deemed to be a separate derivative security.
Page 11 of 15 Pages
<PAGE> 12
On March 28, 1996, SCL borrowed the original principal amount of U.S.
$3,000,000 from Quest Capital Corporation, a British Columbia company
("Quest"), pursuant to a Loan Agreement between SCL and Quest (the "Quest Loan
Agreement," a copy of which is attached hereto as EXHIBIT P and incorporated
herein). In connection with such loan, SCL issued a promissory note dated
March 28, 1996, in favor of Quest and in the original principal amount of U.S.
$3,000,000 (the "Quest Promissory Note," a copy of which is attached hereto as
EXHIBIT Q and incorporated herein). The Quest Promissory Note bears interest
at the rate of 12.68% per annum and is due on the earlier of (i) July 28, 1996,
(ii) the occurrence of an event of default, or (iii) the completion by SCL of a
public debt financing, a private debt financing to the extent such private debt
financing is in excess of C$20,000,000, a private equity financing or a public
equity financing. To secure SCL's repayment of the Quest Promissory Note and
the performance by SCL of all SCL obligations to Quest, SCL:
a. granted Quest a security interest in all of SCL's present and
after acquired personal property pursuant to the terms and
provisions of that certain Security Agreement dated March 28,
1996, between SCL and Quest (the "Quest Security Agreement," a
copy of which is attached hereto as EXHIBIT R and incorporated
herein);
b. pledged 1,000,000 shares of Common Stock pursuant to the terms
of a Pledge Agreement dated March 28, 1996 between SCL and
Quest (the "Quest Pledge Agreement," a copy of which is
attached hereto as EXHIBIT S and incorporated herein).
On April 11, 1996, SCL borrowed the original principal amount of U.S.
$3,000,000 from Octagon Capital Canada Corporation, a corporation incorporated
under the laws of the Province of Ontario, Canada ("OCC"), pursuant to a Loan
Agreement between OCC, SCL and Midland (the "OCC Loan Agreement," a copy of
which is attached hereto as EXHIBIT T and incorporated herein). In connection
with the OCC Loan Agreement, Midland guaranteed SCL's obligations under the
Loan Agreement pursuant to a Secured Guaranty, dated April 11, 1996, of
Midland in favor of OCC (the "Midland Secured Guaranty," a copy of which is
attached hereto as EXHIBIT U and incorporated herein), and pledged as security
for Midland's obligations thereunder substantially all of its assets, as set
forth in the Security Agreement, dated as of April 11, 1996, made by Midland in
favor of OCC (the "Midland Security Agreement," a copy of which is attached
hereto as EXHIBIT V and incorporated herein) and the Pledge Agreement, dated as
of April 11, 1996, made by Midland in favor of OCC (the "Midland Pledge
Agreement," a copy of which is attached hereto as EXHIBIT W and incorporated
herein). Pursuant to the terms of an Assignment Agreement, made April 11, 1996,
from OCC to Mees Pierson ICS Limited ("Mees Pierson") (the "Assignment
Agreement," a copy of which is attached hereto as EXHIBIT X, and incorporated
herein), OCC assigned its rights in the OCC Loan Agreement, the Midland Secured
Guaranty, the Midland Security Agreement and the Midland Pledge Agreement to
Mees Pierson. Pursuant to the terms of the Loan Agreement, SCL issued a
Debenture in the original principal amount of U.S.$3,000,000 in favor of Mees
Pierson as assignee of OCC (the "Mees Pierson Debenture," a copy of which is
attached hereto as EXHIBIT Y and incorporated herein). The Mees Pierson
Debenture bears interest at the rate of 12.68% per annum and is due on October
8, 1996. Pursuant to the terms of the Mees Pierson Debenture, SCL has pledged
all of SCL's shares of Common Stock and SCL's rights to acquire shares of
Common Stock from Roamer One Holdings, Inc. pursuant to the SCL Option
Agreement as collateral to secure SCL's repayment of the Mees Pierson Debenture
and the performance by SCL of all of its obligations to Mees Pierson.
On June 18, 1996, Midland, SCL and Intek executed the Sale of Assets
and Trademark License Agreement and on September 19, 1996, Midland, SCL and
Intek executed the Amended Agreement and closed the transactions contemplated
therein in furtherance of the transactions set forth in the March 7, 1996
Letter of Intent. At the closing of the transactions contemplated in Amended
Agreement, Intek acquired the principal assets constituting Midland's U.S. LMR
Distribution Business, including the U.S. Trademarks for the consideration
described in Item 4 - "WIRELESS COMMUNICATIONS MERGER" of this Schedule 13D. On
December 3, 1996, at the closing of the Securicor Transaction, and as
additional consideration for the U.S. LMR Distribution Business, Midland
acquired 2,195,000 of shares of Common Stock (inclusive of 500,000 shares of
Common Stock issued to Midland but retained in escrow pursuant to the Escrow
Agreement to provide security to Intek that the benefits of the Hitachi Denshi
Supply Agreement would be provided to Intek through May 31, 1997. In addition,
if Net Operating Losses incurred by Intek in operating the U.S. LMR
Distribution Business from August 1, 1996 through the Interim Period are less
than $833,125, Midland will receive additional consideration for its sale of
the U.S. LMR Distribution Business to Intek in an amount equal to the
difference between $833,125 and actual Net Operating Losses for the Interim
Period. Such additional consideration will be paid in shares of Common Stock
at the rate of 1 share for each $5.375 of additional consideration. Pursuant
to a letter agreement dated November 27, 1996 (the "Net Operating Loss Letter
Agreement") between SCL and Intek, such Net Operating Losses will be determined
and paid on or before January 31, 1997. A copy of the Net Operating Loss
Letter Agreement is attached hereto as EXHIBIT FF and is incorporated herein in
its entirety. As provided in the Amended Agreement, effective with the closing
of the Securicor Transaction, Midland terminated its option to acquire all of
the outstanding capital stock of Midland USA, Inc., a Delaware corporation and
Page 12 of 15 Pages
<PAGE> 13
wholly owned subsidiary of Intek ("MUSA"), for 150,000 shares of Common Stock
plus the satisfaction in full of all obligations of MUSA under the credit
facility entered into between Securicor Communications Limited and MUSA as of
September 19, 1996. Intek has conveyed the assets constituting the U.S. LMR
Distribution Business to MUSA as of September 1, 1996. Reference is made to
Item 4 - "WIRELESS COMMUNICATIONS MERGER" of this Schedule 13D.
In connection with the execution of the Sale of Assets and Trademark
License Agreement and the Amended Agreement, SCL, Roamer, Securicor
Communications Limited, and Securicor International Limited, a corporation
organized under the laws of England and Wales and a wholly owned subsidiary of
Securicor, entered into a Voting Agreement pursuant to which each party thereto
agreed to vote all of the shares of common stock it owns in favor of the
Wireless Communications Merger and, upon consummation of the Wireless
Communications Merger, to vote its shares for a two year period after such
closing in favor of a designee of Roamer (reasonably acceptable to Intek and
Securicor) to the Intek Board of Directors. A copy of the Voting Agreement is
attached hereto as EXHIBIT BB and is incorporated herein in its entirety. On
or about November 22, 1996, the parties to the Voting Agreement entered into
the Amendment to Voting Agreement (a copy of which is attached hereto as
EXHIBIT EE and is incorporated herein in its entirety), effective as of
November 1, 1996, providing for the Company to vote the Common Stock of the
parties to the Voting Agreement as directed by the majority vote of the Common
Stock not held by parties to the Voting Agreement.
Pursuant to the terms of the Amended Agreement, on December 3, 1996, Midland,
SCL, Intek, Securicor Communications, Securicor International, Roamer One
Holdings, Inc., Anglo York Industries, Inc., Choi & Choi, HK Limited and Murray
Sinclair entered into a Registration Agreement providing the parties thereto
with certain registration rights with respect to Common Stock. A copy of the
Registration Rights Agreement is attached hereto as EXHIBIT DD and is
incorporated herein in its entirety.
Except as set forth in this Item 6 and except for the Letter of Intent
and the proposed sale of a portion of the 220,500 shares described in Item 4
above, as to which no written agreements have been entered into, neither SCL
nor, to the best of SCL's knowledge, any person identified in Item 2 hereto has
any contracts, arrangements, understandings or relationships with any person
with respect to any securities of Intek.
ITEM 7. EXHIBITS.
Exhibit A SCL Option Agreement (incorporated by reference to Exhibit K
to the reporting person's Amendment No. 8 on Form 13D).
Exhibit B Letter of Intent, dated March 7, 1996, among SCL, Intek and
Securicor (incorporated herein).
Exhibit C Joint Press Release dated March 8, 1996 announcing the
proposed Wireless Communications Merger (incorporated herein).
Exhibit D Letter of Intent, dated February 3, 1994, among SCL, Roamer
and Intek (incorporated by reference to Exhibit A to the
reporting person's initial report on Form 13D, filed on March
7, 1994).
Exhibit E Press Release of SCL, Roamer and Intek dated February 7, 1994
(incorporated by reference to Exhibit B to the reporting
person's initial report on Form 13D, filed on March 7, 1994).
Exhibit F Amendment to Letter of Intent, dated March 29, 1994, among
SCL, Roamer and Intek (incorporated by reference to Exhibit C
to the reporting person's Amendment No. 1 on Form 13D, filed
on March 31, 1994).
Exhibit G Merger Agreement, dated April 20, 1994, among Simrom, Romnet
and Intek (incorporated by reference to Exhibit D to the
reporting person's Amendment No. 2 on Form 13D, filed on July
22, 1994).
Exhibit H Purchase Agreement dated June 30, 1994 (incorporated by
reference to Exhibit M to the reporting person's Amendment No.
9 on Form 13D, filed on July 10, 1995).
Exhibit I Employee Option Agreement (incorporated by reference to
Exhibit I to the reporting person's Amendment No. 4 on Form
13D, filed on April 19, 1995).
Exhibit J SCL/Roamer One Holdings Pledge Agreement (incorporated by
reference to Exhibit L to the reporting person's Amendment No.
8 on Form 13D, filed on June 26, 1995).
Page 13 of 15 Pages
<PAGE> 14
Exhibit K Memorandum of Understanding (incorporated by reference to
Exhibit E to the reporting person's Amendment No. 4 on Form
13D, filed on October 3, 1995).
Exhibit L EC Option Agreement (incorporated by reference to Exhibit G to
the reporting person's Amendment No. 4 on Form 13D, filed on
April 19, 1995).
Exhibit M EC Pledge Agreement (incorporated by reference to Exhibit H to
the reporting person's Amendment No. 4 on Form 13D, filed on
April 19, 1995).
Exhibit N Bradley Option Agreement (incorporated by reference to Exhibit
J to the reporting person's Amendment No. 6 on Form 13D, filed
on June 5, 1995).
Exhibit O Debenture (incorporated herein).
Exhibit P Loan Agreement between SCL and Quest dated the 28th day of
March, 1996 (incorporated herein).
Exhibit Q Promissory Note of SCL dated March 28, 1996, in favor of Quest
and in the original principal amount of U.S. $3,000,000
(incorporated herein).
Exhibit R Security Agreement dated March 28, 1996 between SCL and Quest
(incorporated herein).
Exhibit S Stock Pledge Agreement dated March 28, 1996 between SCL and
Quest (incorporated herein).
Exhibit T Loan Agreement between OCC, SCL and Midland dated the 11th
day of April, 1996 (incorporated herein).
Exhibit U Secured Guaranty dated April 11, 1996 of Midland in favor of
OCC (incorporated herein).
Exhibit V Security Agreement dated as of April 11, 1996 made by Midland
in favor of OCC (incorporated herein).
Exhibit W Pledge Agreement dated as of April 11, 1996 made by Midland in
favor of OCC (incorporated herein).
Exhibit X Assignment Agreement made April 11, 1996 from OCC to Mees
Pierson ICS Limited (incorporated herein).
Exhibit Y Debenture of SCL dated April 11, 1996, in favor of Mees
Pierson and in the original principal amount of $3,000,000
(incorporated herein).
Exhibit Z Sale of Assets and Trademark License Agreement dated June 18,
1996 among Intek, SCL and Midland (incorporated herein).
Exhibit AA Press Release dated June 18, 1996 (incorporated herein).
Exhibit BB Voting Agreement dated June 18, 1996 among SCL, Midland,
Roamer, Securicor Communications and Securicor International
(incorporated herein).
Exhibit CC Amended and Restated Sale of Assets and Trademark Agreement
dated September 19, 1996 among Intek, SCL and Midland
(incorporated herein).
Exhibit DD Registration Rights Agreement dated December 3, 1996 among
SCL, Midland, Roamer, Securicor Communications, Securicor
International, Roamer One Holdings, Inc., Choi & Choi, HK
Limited, Anglo York Industries, Inc. and Murray Sinclair.
Exhibit EE Amendment to Voting Agreement among SCL, Midland, Roamer,
Securicor Communications and Securicor International.
Exhibit FF Letter Agreement dated November 27, 1996 between SCL and Intek
amending the Amended Agreement with respect to Net Operating
Loss Shares.
Page 14 of 15 Pages
<PAGE> 15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth herein is true, complete and
correct.
SIMMONDS CAPITAL LIMITED
December 10, 1996
------------------------------------------------------
(Date)
/s/ David O'Kell
-------------------------------------------------------
(Signature)
David C. O'Kell, Executive Vice President and Secretary
-------------------------------------------------------
(Name/Title)
Page 15 of 15 Pages
<PAGE> 1
Exhibit DD
================================================================================
REGISTRATION RIGHTS AGREEMENT
among
INTEK DIVERSIFIED CORPORATION
and
ROAMER ONE HOLDINGS, INC.,
SECURICOR COMMUNICATIONS, LIMITED,
SIMMONDS CAPITAL LIMITED,
MIDLAND INTERNATIONAL CORPORATION,
ANGLO YORK INDUSTRIES, INC.,
CHOI & CHOI, HK LIMITED,
and
MURRAY SINCLAIR
------------------------------
Dated as of December 3, 1996
------------------------------
================================================================================
<PAGE> 2
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
1. Definitions..................................................... 2
2. Demand Registration............................................. 4
a. Demand for Registration................................ 4
b. Number of Demand Registrations......................... 4
c. Expenses............................................... 6
d. Effective Registration Statement....................... 6
e. Priority in Requested Registrations.................... 6
f. Selection of Underwriters.............................. 7
3. Incidental Registration......................................... 7
a. Participation in Incidental Registrations.............. 7
b. Priority in Incidental Registrations................... 8
4. Limitations..................................................... 9
5. Registration Procedures......................................... 10
6. Expenses........................................................ 12
7. Indemnification................................................. 13
a. By the Company......................................... 13
b. By Holders of Registrable Securities................... 13
c. Notice................................................. 14
d. Contribution........................................... 15
8. Holder to Provide Information................................... 15
9. Rule 144 Reporting.............................................. 16
10. Granting of Registration Rights..................................... 16
11. Remedies............................................................ 16
12. MISCELLANEOUS....................................................... 17
a. Waivers and Amendments................................. 17
b. Entire Agreement....................................... 17
c. Governing Law.......................................... 17
d. Notices................................................ 17
e. Counterparts........................................... 18
f. Successors and Assigns................................. 18
g. Third Parties.......................................... 18
h. Termination of Prior Agreement......................... 18
</TABLE>
<PAGE> 3
REGISTRATION RIGHTS AGREEMENT
-----------------------------
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
December 3, 1996, by and among INTEK DIVERSIFIED CORPORATION, a California
corporation (the "Company"), ROAMER ONE HOLDINGS, INC. ("Roamer"), a Delaware
corporation, SECURICOR COMMUNICATIONS LIMITED, ("Securicor Communications"), a
corporation organized under the laws of England and Wales, SECURICOR
INTERNATIONAL LIMITED ("Securicor International" and, together with Securicor
Communications, "Securicor"), a corporation organized under the laws of England
and Wales, SIMMONDS CAPITAL LIMITED ("Simmonds"), a corporation organized under
the laws of Ontario, Canada, MIDLAND INTERNATIONAL CORPORATION ("Midland"), a
Delaware corporation, ANGLO YORK INDUSTRIES, INC. ("Anglo York"), a Delaware
corporation, CHOI & CHOI, HK LIMITED, a limited liability company organized
under the laws of Hong Kong, MURRAY SINCLAIR, and such other holders of
Registrable Securities (as defined herein) as may execute and deliver a
counterpart of this Agreement to the Company.
Recitals
--------
A. On September 23, 1994, the Company entered into a Registration Rights
Agreement (the "1994 Registration Rights Agreement") granting certain
registration rights to Simmonds, Roamer, Anglo York and Howard Davis.
B. On June 18, 1996, the Company entered into a Stock Purchase Agreement with
Securicor Communications (the "SECURICOR AGREEMENT), pursuant to which the
Company has agreed to acquire all of the stock (other than certain
preferred stock) of Securicor Radiocoms Limited, a wholly-owned subsidiary
of Securicor.
C. On September 18, 1996, the Company entered into an Amended and Restated
Sale of Assets and Trademark Agreement (the "SIMMONDS AGREEMENT; and
collectively with the SECURICOR AGREEMENT, the INVESTOR AGREEMENTS") with
Simmonds and Midland, pursuant to which SIMMONDS AGREEMENT the Company
acquired certain assets of Midland.
D. Pursuant to the terms of the SECURICOR AGREEMENT, upon consummation of the
transactions contemplated in the SECURICOR AGREEMENT Securicor
Communications is to acquire 25,000,000 shares of the common stock, par
value $0.01 per share, of the Company (the "Common Stock"), increasing
Securicor's holdings of Common Stock to 25,937,042 shares (approximately
63.7% of the then issued and outstanding shares of Common Stock).
E. Pursuant to the terms of the SIMMONDS AGREEMENT, Midland acquired 150,000
shares of Common Stock as of the date
<PAGE> 4
hereof, and upon consummation of the transactions contemplated in the
SECURICOR AGREEMENT, Midland is to acquire up to 2,350,000 additional
shares of Common Stock thereby increasing Midland and Simmonds' beneficial
interest in Common Stock to up to 5,044,183 shares (12.4% of then issued
and outstanding shares of Common Stock).
F. The termination of the 1994 Registration Rights Agreement, the grant of the
registration rights and other shareholder rights contained herein and the
execution and delivery of this Agreement by the parties hereto is a
condition precedent to Securicor Communications' and Simmonds' and
Midland's obligations under the INVESTOR AGREEMENTS.
Agreements
----------
NOW THEREFORE, the parties to this Agreement hereby agree as
follows:
1. DEFINITIONS.
For purposes of this Agreement, unless the context otherwise requires, the
following terms have the meanings set forth below:
"COMMISSION" means the Securities and Exchange Commission or any other
United States federal agency at the time administering the Securities Act.
"COMMON STOCK" has the meaning provided in the recitals.
"DEMAND REGISTRATION" means a registration of Registrable Securities by the
Company pursuant to a Demand Registration Request of a then Eligible Demand
Holder pursuant to Section 2 of this Agreement
"DEMAND REGISTRATION REQUEST" means a written request by a then Eligible
Demand Holder for the registration of Registrable Securities.
"ELIGIBLE DEMAND HOLDER" means (a) each of Securicor, Simmonds, Midland and
Roamer, and (b) Anglo York to the extent that Anglo York holds, and only with
respect to, Registrable Securities which are eligible to be registered by the
Company under the Securities Act on a Form S-3 Registration Statement (as
determined by agreement between the Company and the Holder of such Registrable
Securities).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission enacted from time to time in
connection therewith, as the same shall be in effect from time to time.
2
<PAGE> 5
"HOLDER" means, so long as such Person owns a beneficial interest in Common
Stock, Roamer, Securicor, Simmonds, Anglo York and such other holders of
Registrable Securities who are parties hereto, and their respective successors
and assigns.
"PERSON" means any individual, partnership, limited liability company,
joint venture, corporation, trust, unincorporated organization, or governmental
entity (including any department or agency thereof).
"REGISTRATION EXPENSES" means, except as otherwise set forth in this
Agreement, all expenses incident to the Company's performance of or compliance
with its obligations to register Registrable Securities under this Agreement,
including, without limitation, (a) all registration, filing and NASD fees, (b)
all fees and expenses of complying with applicable United States federal and
state securities laws, (c) all word processing, duplicating and printing
expenses, (d) messenger and delivery expenses, (e) the fees and disbursements of
counsel for the Company and of its independent public accountants, including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance, (f) if shares of Midland, Securicor or
Roamer are being registered pursuant to a Demand Registration under this
Agreement, the reasonable fees and disbursements of counsel retained by Midland,
Securicor or Roamer in connection with such registration, up to an aggregate
maximum amount of $25,000 for such registration (it being understood that if
more than one of Midland, Securicor and Roamer is participating in any such
registration they shall mutually agree on a single counsel to represent all of
them with respect to such registration), (g) premiums and other costs of
policies of insurance against liabilities arising out of the public offering of
Registrable Securities (if the Company elects to obtain any such insurance), and
(h) any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities, but excluding underwriting discounts, commissions and
transfer taxes, if any, related to the sale of a Holder's Registrable Securities
pursuant to such registration.
"REGISTRABLE SECURITIES" means (a) any share of Common Stock now or
hereafter held by a Holder, (b) any option or other right to acquire Common
Stock, and (c) any securities issued or issuable with respect to Registrable
Securities, whether by way of stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise. Registrable Securities shall cease to be such when
(i) such Registrable Securities have been disposed of in accordance with a
registration statement which shall have become effective under the Securities
Act, or (ii) such Registrable Securities shall have been sold in a manner
complying with the resale provisions of Rule 144 under the Securities Act (or
any successor provision thereto), or (iii) such Registrable Securities shall
have been transferred, new certificates evidencing such Registrable Securities
without
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<PAGE> 6
legends restricting further transfer shall have been delivered by the Company,
and subsequent public distributions of such Registrable Securities shall neither
require registration under the Securities Act nor qualification (or any similar
filing) under any state securities or "blue sky" law then in effect, or (iv)
such Registrable Securities shall have ceased to be issued and outstanding.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission enacted from time to time in connection
therewith, as the same shall be in effect from time to time.
2. DEMAND REGISTRATION.
a. DEMAND FOR REGISTRATION. Upon the receipt from a then Eligible Demand
Holder of a Demand Registration Request for the registration of some or all of
the Registrable Securities owned by such Eligible Demand Holder at the time of
such Demand Registration Request, the Company shall, as soon as reasonably
practicable, but in any event within 30 calendar days after receipt of a Demand
Registration Request: (i) file a registration statement the form of which is,
under the rules and regulations of the Commission, suitable for effecting a
public offering in which the Eligible Demand Holders shall be entitled to offer
for sale and to sell, pursuant to such registration statement and in the manner
requested by such Eligible Demand Holder in the Demand Registration Request, the
amount of Registrable Securities as specified in such Demand Registration
Request; and (ii) use its best efforts to cause such registration statement to
become effective within 90 days after the filing of the registration statement.
The Company shall use its best efforts to cause such registration statement to
remain effective for the lesser of 150 days after the date such registration
statement is declared effective or the period required to effect such sale of
Registrable Securities; PROVIDED, HOWEVER, that if all shares registered
pursuant to such registration statement are to be sold in a firm commitment
underwriting and the underwriter or underwriters determine, in its or their sole
discretion, that a period greater than 150 days is necessary in order to
consummate such offering, the Company shall use commercially reasonable efforts
to cause such registration statement to remain in effect for the period
requested by the underwriter or underwriters.
b. NUMBER OF DEMAND REGISTRATIONS. Each of the Eligible Demand Holders
shall be entitled to the number of demand registrations under this Section 2(a)
as set forth below opposite their names, PROVIDED, that (i) the minimum number
of Registrable Securities offered for registration pursuant to a Demand
Registration shall be as set forth below opposite the name of the Holder
demanding such registration, and (ii) the reasonably anticipated aggregate
offering price of such Registrable
4
<PAGE> 7
Securities offered pursuant to such Demand Registration exceeds Three Million
Dollars ($3,000,000):
<TABLE>
<CAPTION>
NO. OF DEMAND MINIMUM SHARES
ELIGIBLE DEMAND HOLDER REGISTRATIONS TO BE REGISTERED
- ---------------------- ------------- ----------------
<S> <C> <C>
Securicor 5 2,500,000
Simmonds and Midland, 3 1,250,000
collectively
Roamer 2 1,250,000
Anglo York 1 NO MINIMUM
</TABLE>
; PROVIDED, HOWEVER, that the minimum number of shares to be registered by each
Eligible Demand Holder shall be adjusted as appropriate to reflect any stock
dividends, stock splits, combinations, exchanges, reorganizations,
recapitalizations or reclassifications of the Registrable Securities or in
connection with any merger, consolidation or other similar business combination
transaction involving the Company. In the event that an Eligible Demand Holder
delivering a Demand Registration Request determines for any reason (other than
at the request or recommendation of the Company or the managing underwriters)
not to proceed with a registration of Registrable Securities requested pursuant
to this Section 2 at any time before the registration statement has been
declared effective by the Commission and such registration statement, if
theretofore filed with the Commission, is withdrawn with respect to the
Registrable Securities covered thereby, and such Eligible Demand Holder
reimburses the Company for the Registration Expenses incurred by it in
connection therewith, then the Eligible Demand Holder shall not be deemed to
have exercised one of its Demand Registration rights. If the Eligible Demand
Holder determines not to proceed with such a Demand Registration upon the
request or recommendation of the Company or the managing underwriters, the
Eligible Demand Holder shall not be required to reimburse the Company for its
Registration Expenses and the Eligible Demand Holder shall not be deemed to have
exercised one of its Demand Registration rights.
The Company shall not, without the prior written consent of Securicor,
Midland, Simmonds and Roamer, effect any registration of its securities (other
than on Form S-4 or Form S-8) from the date the Company receives a Demand
Registration Request until the earlier of (a) 90 days after the date on which
all securities covered by such Demand Registration Request have been sold or (b)
150 days after the effective date of the registration statement covering such
Registrable Securities. If the Company does not effect a registration statement
requested pursuant to a Demand Registration Request under this Section 2 for the
reasons set forth in the immediately preceding sentence, the Eligible
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<PAGE> 8
Demand Holders shall not be deemed to have exercised one of their Demand
Registration rights.
c. EXPENSES. Except as otherwise provided herein, the Company shall bear
all Registration Expenses associated with any Demand Registration undertaken
pursuant to a Demand Registration Request initiated by Securicor, Midland or
Roamer. The Company shall, in the aggregate on a one-time basis, bear only
$25,000 in Registration Expenses incurred by Anglo York for registrations
undertaken pursuant to this Section 2 which were initiated by a Demand
Registration Request of Anglo York, with the balance as reasonably estimated by
the Company, or adequate security therefor as determined in the sole discretion
of the Company, to be provided or paid to the Company by Anglo York at the time
the Company agrees to undertake a Demand Registration at its request. Each
Holder participating in any such registration shall be responsible for, and
shall pay, any transfer taxes and any fees or commissions of underwriters,
selling brokers and dealers relating to the sale or distribution of the
Registrable Securities being sold by such Holder pursuant to such registration.
d. EFFECTIVE REGISTRATION STATEMENT. A registration requested pursuant to
this Section 2 shall not be deemed to be effected (i) if a registration
statement with respect thereto shall not have become effective, (ii) if, after
it has become effective, such registration is interfered with for any reason by
any stop order, injunction or other order or requirement of the Commission or
any Person, and the result of such interference is to prevent the Eligible
Demand Holder(s) of Registrable Securities to be sold thereunder from disposing
thereof in accordance with the intended methods of disposition, or (iii) if the
conditions to closing (other than those to be performed by the Eligible Demand
Holder(s)) specified in the purchase agreement or underwriting agreement entered
into in connection with any underwritten registration shall not be satisfied or
waived with the consent of the Eligible Demand Holder(s) of Registrable
Securities that were to have been sold thereunder.
e. PRIORITY IN REQUESTED REGISTRATIONS. If a Demand Registration pursuant
to this Section 2 involves an underwritten offering, and the managing
underwriter shall advise the Company in writing (with a copy to each Person
requesting registration of Registrable Securities) that, in its opinion, the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering within a price range acceptable to the
Eligible Demand Holder(s) demanding such Demand Registration, the Company will
include in such registration to the extent of the number which the Company is so
advised can be sold in such offering (i) first, Registrable Securities requested
to be included in such registration for each Eligible Demand Holder exercising
its right to demand registration pursuant to this Section 2 in an amount
determined pursuant to the following formula: (x) the number of Registrable
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<PAGE> 9
Securities which such Eligible Demand Holder's Demand Registration Request
demands be included in such registration, divided by, (y) the aggregate number
of Registrable Securities for which Demand Registration Requests are made with
respect to the subject registration; and (ii) second, securities of the Company
proposed by the Company to be sold for its own account. If two or more Eligible
Demand Holders made demand and pursuant to the foregoing managing underwriters
opinion the aggregate number of Registrable Securities stated in such Eligible
Demand Holders' Demand Requests exceed the number of securities which can be
sold in such offering within a price range acceptable to the Eligible Demand
Holder(s) demanding such Demand Registration, then any such Eligible Demand
Holders may withdraw all of their Demand Request being deemed to have exercised
a Demand and without being liable to the Company for any Registration Expenses.
If this Section 2 is applicable in connection with any such registration, (i) no
securities other than Registrable Securities or securities of the Company
proposed by the Company to be sold for its own account shall be covered by such
registration, (ii) the Company will not grant any registration rights
inconsistent with the provisions of this Section 2, and (iii) each Eligible
Demand Holder selling Registrable Securities pursuant to such registration shall
be deemed to have exercised a Demand right.
f. SELECTION OF UNDERWRITERS. In the case of any public offering pursuant
to the exercise of a right for Demand Registration by an Eligible Demand Holder,
the underwriter or underwriters for such offering shall be selected by the
Company.
3. INCIDENTAL REGISTRATION.
a. PARTICIPATION IN INCIDENTAL REGISTRATIONS. Each time the Company shall
determine to proceed with the preparation and filing of a registration statement
under the Securities Act in connection with the proposed offer and sale for
money of any of its equity securities, whether by the Company or any of its
security holders (other than on Forms S-4 or S-8, or any successor or similar
form), the Company shall give written notice of its determination to the Holders
as soon as practical, but in no event, less than 30 days prior to the filing of
such registration statement with the Commission. Upon the written request of a
Holder given to the Company within 15 days after the mailing of any such notice
by the Company, the Company shall, subject to Section 5 hereof, cause all
Registrable Securities which such Holder has requested to be registered to be
included in such registration statement; PROVIDED, HOWEVER, that if, at any time
after giving written notice of its intention to register any equity securities
and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
either not to register or to delay registration of such equity securities, the
Company may, at its election, give written notice of such determination to the
Holders and, upon the giving of such
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<PAGE> 10
notice, (i) in the case of a determination not to register, shall be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but shall pay all Registration Expenses incurred by Holders of
Registrable Securities in connection therewith), and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities for the same period as the delay in registering such
other equity securities. No registration effected under this Section 3 shall
relieve the Company of its obligation to effect any registration under Section
2, except as contemplated by Section 4. A Holder's participation in any such
incidental registration shall not require that it pay any portion of the
Registration Expenses incurred by the Company, except transfer taxes, and any
fees, discounts and commissions of underwriters, selling brokers or dealers
applicable to shares sold by such Holder.
b. PRIORITY IN INCIDENTAL REGISTRATIONS. If (i) a registration pursuant to
this Section 3 involves an underwritten offering of the securities so being
registered to be distributed (on a firm commitment basis) by or through one or
more underwriters of recognized standing under underwriting terms appropriate
for such a transaction, and (ii) the managing underwriter of such underwritten
offering shall inform the Company and the Holders (if any Registrable Securities
held by the Holders have been requested to be included in such underwritten
offering) by letter of its belief that the distribution of all or a specified
number of the Registrable Securities requested to be included concurrently with
the securities being distributed by such underwriters would interfere with the
successful marketing of the securities being distributed by such underwriters
(such writing to state the appropriate number of the Registrable Securities
requested to be included which may be distributed without such effect), then the
Company may, upon written notice to all the Holders, reduce (if and to the
extent stated by such managing underwriter to be necessary to eliminate such
effect) the number of the Registrable Securities requested to be included so
that the resultant aggregate number of the Registrable Securities requested to
be included that will be included in such registration shall be equal to the
maximum number of shares stated by such managing underwriter letter as would not
so interfere; PROVIDED, HOWEVER, that the priority in such registration shall be
as follows, (i) first, securities offered for the account of the Company or, if
such registration is for a security holder exercising a Demand Registration,
then securities offered for the account of such security holder, and (ii)
second, the Registrable Securities of each Holder pro rata in proportion to
their share of the then outstanding Registrable Securities; PROVIDED, that
Registrable Securities of Securicor or any of its Affiliates shall not be
included in the first such registration by the Company after the date of this
Agreement unless, and only to the extent that, the aggregate number of
Registrable Securities being offered for the account of the Company, Simmonds,
Midland and Roamer,
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<PAGE> 11
collectively, do not equal the maximum number of shares stated by such managing
underwriter letter; and PROVIDED, FURTHER, that during the two-year period
following the date hereof Securicor and its Affiliates shall not, collectively
or individually, be entitled to offer for registration pursuant to the foregoing
clause (ii) more than 25% of the number of shares stated in such managing
underwriter's letter. Notwithstanding anything in this Section 3.b. to the
contrary, Holders shall not have any right to include their Registrable
Securities in any distribution or registration of securities by the Company,
which is a result of a (1) merger, (2) consolidation, (3) acquisition, (4)
exchange offer, (5) recapitalization, (6) other reorganization, (7) dividend
reinvestment plan, (8) stock option plan or other employee benefit plan, or (9)
any similar transaction having the same effect.
4. LIMITATIONS. Notwithstanding the provisions of Sections 2, and 3 hereof: (a)
the Company shall have the right to delay or suspend the preparation and filing
of a registration statement for up to 90 days if in the reasonable and good
faith judgment of a majority of the Directors on the Board of Directors of the
Company such preparation or filing would impede, delay or interfere in any
material fashion with any material financing or material business transaction
actively being pursued by the Company at time of receipt of the request for such
registration or with the ability of the Company to conduct its affairs or would
have a material adverse effect on the business, properties or financial
condition of the Company; PROVIDED, HOWEVER, that the Company shall use its best
efforts to cause any such registration statement to become effective within 150
days of receipt of the request therefor and shall only be entitled to utilize
this clause once in any 12 month period; (b) if, prior to receiving a request
for registration, the Company is working on an underwritten public offering of
Common Stock (a "Company Initiated Public Offering") and is advised by the
managing underwriter(s) in writing that such offering would in its or their
opinion be adversely affected by such filing, then the Company shall have the
right, upon notice to the Holder requesting registration within 14 days after
receipt of such request, to delay or suspend the filing of the registration
statement requested by such Holder; PROVIDED that the Company shall use its best
efforts to cause any such registration statement requested by the Holders to
become effective within 180 days (or, if required by the underwriters for the
Company Initiated Public Offering, within 270 days) after the date on which all
securities covered by the Company Public Offering have been sold, and that the
Company shall use its best efforts to include any Registrable Securities that
are the subject of a notice delivered by Holders under Section 3 in the
registration statement for such Company Initiated Public Offering; and (c) the
Company shall not be required to prepare or file a registration statement with
respect to any Demand Request under Section 2 if the reasonably anticipated
aggregate offering price of such Registrable Securities does not exceed Three
Million Dollars
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<PAGE> 12
($3,000,000) or if the Holders making the Demand Registration Requests would be
able to sell all the Registrable Securities they have requested to sell pursuant
to Rule 144 under the Securities Act.
5. REGISTRATION PROCEDURES. If and whenever the Company is required by the
provisions of Sections 2 or 3 to effect the registration of any Registrable
Securities under the Securities Act, the Company will:
a. prepare and file with the Commission a registration statement with
respect to such Registrable Securities, and use its best efforts to cause such
registration statement to become effective as provided herein;
b. prepare and file with the Commission such amendments to such
registration statement and supplements to the prospectus contained therein as
may be necessary to keep such registration statement effective until the earlier
of (i) the date on which all Registrable Securities covered by such registration
statement have been sold and (ii) 150 days after the effective date of such
registration statement;
c. use its best efforts to register or qualify the Registrable Securities
for sale under such other securities or blue sky laws of such jurisdictions as
the Holders may reasonably request (such reasonableness being determined on the
basis of factors such as the cost to the Company) and do any and all other acts
and things which may be reasonably necessary or desirable to enable the Holders
to consummate the disposition of the Registrable Securities in such
jurisdictions; PROVIDED, HOWEVER, that the Company shall not be required to
qualify generally to do business as a foreign corporation subject itself to
taxation, or consent to general service of process, in any jurisdiction wherein
it would not, but for the requirements of this Section 5, be obligated to be so
qualified;
d. furnish to the Holders and to the underwriters of the securities being
registered a reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus, and such other documents as the
Holders or underwriters may reasonably request in order to facilitate the public
offering of such securities;
e. prepare and file with the Commission, promptly upon the request of the
Holders, any amendments or supplements to such registration statement or
prospectus which, in the opinion of counsel for the Holders (and concurred in by
counsel for the Company), is required under the Securities Act or the rules and
regulations thereunder in connection with the distribution of the Registrable
Securities by the Holders;
f. prepare and promptly file with the Commission, and promptly notify the
Holders of the filing of, any amendment or
10
<PAGE> 13
supplement to such registration statement or prospectus as may be necessary to
correct any statements or omissions if, at the time when a prospectus relating
to such securities is required to be delivered under the Securities Act, any
event shall have occurred as the result of which any such prospectus or any
other prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the statement
therein, in the light of the circumstances in which they were made, not
misleading;
g. notify each seller of any Registrable Securities covered by such
registration statement and the managing underwriter (as such term is defined in
Rule 12b-2 under the Exchange Act), if any, promptly and, if requested by any
such person, confirm such notification in writing, (i) when a prospectus or any
prospectus supplement has been filed with the Commission, and, with respect to a
registration statement or any post-effective amendment thereto, when the same
has been declared effective by the Commission, (ii) of any request by the
Commission for amendments or supplements to a registration statement or related
prospectus, or for additional information, (iii) of the issuance by the
Commission of any stop order or the initiation of any proceedings for such or a
similar purpose (and the Company shall make every commercially reasonable effort
to obtain the withdrawal of any such order at the earliest possible moment),
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose (and the Company shall make every commercially reasonable effort to
obtain the withdrawal of any such suspension at the earliest possible moment),
(v) of the occurrence of any event which requires the making of any changes to a
registration statement or related prospectus so that such documents will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (and
the Company shall promptly prepare and furnish to such seller and managing
underwriter a reasonable number of copies of a supplemented or amended
prospectus such that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they are made, not misleading), and (vi) of the Company's determination
that the filing of a post-effective amendment to the Registration Statement
shall be necessary or appropriate. Each Holder shall be deemed to have agreed by
acquisition of Registrable Securities that upon the receipt of any notice from
the Company of the occurrence of any event of the kind described in clause (v)
of this Section 5(g), such Holder shall forthwith discontinue such Holder's
offer and disposition of Registrable Securities pursuant to the registration
statement covering such
11
<PAGE> 14
Registrable Securities until such Holder shall have received copies of a
supplemented or amended prospectus which is no longer defective as contemplated
by clause (v) of this Section 5(g), and, if so directed by the Company, shall
deliver to the Company, at the Company's expense, all copies (other than
permanent file copies) of the defective prospectus covering such Registrable
Securities which are then in such Holder's possession. In the event the Company
shall provide any notice of the type referred to in the preceding sentence, the
150-day period mentioned in Section 5.b(ii) shall be extended by the number of
days from and including the date such notice is provided, to and including the
date when each seller of any Registrable Securities covered by such registration
statement shall have received copies of the corrected prospectus contemplated by
clause (v) of this Section 5(g), plus an additional seven days;
h. at least three days prior to the filing of any amendment or
supplement to such registration statement or prospectus, furnish copies thereof
to the Holders and refrain from filing any such amendment or supplement to which
the Holders shall have reasonably objected on the grounds that such amendment or
supplement does not comply in all material respects with the requirements of the
Securities Act or the rules and regulations thereunder, unless in the opinion of
counsel for the Company the filing of such amendment or supplement is reasonably
necessary to protect the Company from any liabilities under any applicable
federal or state law and such filing will not violate applicable law; and
i. at the request of the Holders, obtain an opinion from counsel to the
Company, and a "cold comfort" letter from an independent certified public
accounting firm of national recognition and standing who have certified the
Company's financial statements included in the registration statement or any
amendment thereto, in each case in form and substance satisfactory to the
majority in interest of the Holders participating in the registration ("Majority
Holders"), and covering such matters of the type customarily covered by such
opinions and "cold comfort" letters as the Majority Holders shall reasonably
request.
6. EXPENSES. Except as otherwise provided herein, the Company shall bear all
reasonable Registration Expenses. Each Holder participating in any such
registration shall be responsible for, and shall pay, any transfer taxes and any
fees or commissions of underwriters, selling brokers and dealers relating to the
sale or distribution of the Registrable Securities being sold by such Holder
pursuant to such registration, as well as any fees of counsel to such Holder
that are not specifically designated as Registration Expenses in Section 1
hereof and any fees and disbursements of any accountants retained by such
Holder.
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<PAGE> 15
7. INDEMNIFICATION.
a. BY THE COMPANY. The Company shall indemnify and hold harmless each
Holder, its officers, directors and employees, and any underwriter (as defined
in the Securities Act) for such Holder and each person, if any, who controls
such Holder or such underwriter within the meaning of the Securities Act, from
and against any and all loss, damage, liability or claims, to which such Holder,
or any officer, director or employee of such holder, or any such underwriter or
controlling person becomes subject under the Securities Act or otherwise, and
subject to the provisions of Section 8(c) hereof to reimburse them, from time to
time upon request, for any legal or other costs or expenses reasonably incurred
by them in connection with investigating any claims or defending any actions (as
provided herein), insofar as such losses, damages, liabilities, claims, costs or
expenses are caused by any untrue statement or alleged untrue statement of any
material fact contained in such registration statement, any prospectus contained
therein or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading; PROVIDED, HOWEVER,
that the Company will not be liable in any such case to the extent that any such
loss, damage, liability, claim, cost or expense arises out of or is based upon
(i) an untrue statement or alleged untrue statement or omission or alleged
omission (other than a statement or omission about the Company) made in
conformity with information furnished by the Holder seeking indemnification in
writing specifically for use in the preparation of a registration statement or
(ii) a Holder's failure to deliver a copy of the registration statement,
prospectus or any amendments or supplements thereto.
b. BY HOLDERS OF REGISTRABLE SECURITIES. Each Holder of Registrable
Securities included in a registration pursuant to this Agreement shall indemnify
and hold harmless the Company, its officers, directors and agents, each other
Holder, any underwriter and each person, if any, who controls the Company, such
other Holder or such underwriter, from and against any and all loss, damage,
liability or claim, to which the Company or its officers, directors or agents,
or such other Holder or any controlling person and/or any underwriter becomes
subject under the Securities Act or otherwise and to reimburse them, from time
to time upon request, for any legal or other costs or expenses reasonably
incurred by them in connection with investigating any claims or defending any
actions, insofar as such losses, damages, liabilities, costs, or expenses are
caused by any untrue or alleged untrue statement of any material fact contained
in such registration statement, any prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which
13
<PAGE> 16
they were made, not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was so made in reliance upon and in strict conformity with
written information furnished by such indemnifying Holder specifically for use
in the preparation of such registration statement, PROVIDED THAT the obligations
of the Holder hereunder shall be limited to an amount equal to the net proceeds
to the Holder from the sale of such Holder's Registrable Securities as
contemplated hereunder.
c. NOTICE. Promptly after receipt by an indemnified party of notice of
the commencement of any action involving the subject matter of the foregoing
indemnity provisions, such indemnified party will promptly notify the
indemnifying party in writing of the commencement thereof; but the omission to
so notify the indemnifying party will not relieve such indemnifying party from
any liability which it may have to any indemnified party otherwise than
hereunder. In case such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party shall have the right to participate in, and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party.
Notwithstanding the foregoing, the indemnified party shall have the right to
employ its own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying party in connection with the defense of such suit, action, claim or
proceeding, (ii) the indemnifying party shall not have employed counsel
(reasonably satisfactory to the indemnified party) to take charge of the defense
of such action, suit, claim or proceeding within a reasonable time after notice
of commencement of the action, suit, claim or proceeding, or (iii) such
indemnified party shall have reasonably concluded that there may be defenses
available to it which are different from or additional to those available to the
indemnifying party which, if the indemnifying party and the indemnified party
were to be represented by the same counsel, could result in a conflict of
interest for such counsel or materially prejudice the prosecution of the
defenses available to such indemnified party. If any of the events specified in
clauses (ii) or (iii) of the preceding sentence shall have occurred or shall
otherwise be applicable, then the fees and expenses of one counsel or firm of
counsel selected by a majority in interest of the indemnified parties shall be
borne by the indemnifying party. If, in any case, the indemnified party employs
separate counsel, the indemnifying party shall not have the right to direct the
defense of such action, suit, claim or proceeding on behalf of the indemnified
party. Anything in this paragraph to the contrary notwithstanding, an
indemnifying party shall not be liable for the settlement of any action, suit,
claim or proceeding effected without its prior written consent (which consent in
the case of an action, suit, claim or proceeding exclusively seeking monetary
14
<PAGE> 17
relief shall not be unreasonably withheld). Such indemnification shall remain in
full force and effect irrespective of any investigation made by or on behalf of
an indemnified party.
d. CONTRIBUTION. If the indemnification from the indemnifying party as
provided in this Section 7 is unavailable or is otherwise insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then the indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses. The relative fault of such
indemnifying party shall be determined by reference to, among other things,
whether any action in question, including any untrue (or alleged untrue)
statement of a material fact or omission (or alleged omission) to state a
material fact, has been made, or relates to information supplied by such
indemnifying party or such indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 7.c. hereof, any legal or other
fees or expenses reasonably incurred by such party in connection with any such
investigation or proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation other than as described above.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
If, however, indemnification is available under this Section
7, the indemnifying parties shall indemnify each indemnified party to the
fullest extent provided in this Section 7 without regard to the relative fault
of said indemnifying party or indemnified party or any other equitable
consideration.
8. HOLDER TO PROVIDE INFORMATION. In the event a Holder requests a registration
of Registrable Securities, such Holder shall provide all such information and
materials and shall take all such actions as may be reasonably and customarily
required in order to permit the Company to comply with all applicable
requirements of the Commission and to obtain any desired acceleration of the
effective date of such registration statement. Specifically, the Company may
require a Holder to furnish the Company with such information regarding such
Holder and the distribution of its securities as is customarily required
15
<PAGE> 18
in such registrations as the Company may from time to time reasonably request in
writing and as shall be required by law or the Commission.
9. RULE 144 REPORTING. With a view to making available the benefits of certain
rules and regulations of the Commission which may permit the sale of the
Registrable Securities to the public without registration, the Company agrees
to:
a. Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
b. Use its best efforts to file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act; and
c. So long as a Holder owns any Registrable Securities, furnish to a Holder
forthwith upon request a written statement by the Company as to its compliance
with the reporting requirements of the Securities Act and the Exchange Act, a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents so filed as a Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing a Holder to
sell any such securities without registration.
10. GRANTING OF REGISTRATION RIGHTS. The Company shall not, without the prior
written consent of Holders holding at least 65% of the Registrable Securities
then held by all the Holders, grant to any Person registration rights of any
kind or nature with respect to Registrable Securities or other capital shares or
the Company if such rights would have priority over the rights granted to the
Holders pursuant to this Agreement, whether in terms of the number of shares
which holders may include in any registration, the timing of any registration of
shares, the rights of holders to demand registration of shares held by them at
the time requested by them, or in any other material respect.
11. REMEDIES. The Company recognizes and agrees that if the Company fails to
comply with its obligations under this Agreement, the Holders may not have an
adequate remedy at law. Such failure will cause the Holders irreparable harm for
which there may be no adequate remedy at law, and the Company hereby consents to
the issuance of an injunction in favor of the Holders by any court of competent
jurisdiction. The right of such Holders to obtain an injunction hereunder shall
not be considered a waiver of any right on the part of the Holders to recover
damages and to assert any other claims for remedies which the Holders may have
at law or in equity. The Company agrees to bear any expenses incurred by the
Holders, including reasonable attorneys fees, in enforcing their rights under
this Agreement except in cases in which it is determined that the Company was
not in breach of its obligation to provide such rights.
16
<PAGE> 19
12. MISCELLANEOUS.
a. WAIVERS AND AMENDMENTS. This Agreement may be amended or modified in
whole or in part only by a writing which makes reference to this Agreement
executed by the Company and Holders holding at least 65% of the Registrable
Securities then held by all the Holders. The obligations of any party hereunder
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the party
claimed to have given the waiver; PROVIDED, HOWEVER, that any waiver by any
party of any violation of, breach of, or default under any provision of this
Agreement or any other agreement provided for herein shall not be construed as,
or constitute, a continuing waiver of such provision, or waiver of any other
violation of, breach of or default under any other provision of this Agreement
or any other agreement provided for herein.
b. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of
the parties hereto and supersedes all prior contracts, agreements, arrangements,
communications, discussions, representations, and warranties, whether oral or
written, among the parties with respect to the subject matter hereof.
c. GOVERNING LAW. This Agreement shall in all respects be governed by and
construed in accordance with the internal substantive laws of the State of New
York without giving effect to the principles of conflicts of law thereof.
d. NOTICES. Any notice, request or other communication required or
permitted hereunder shall be in writing and be deemed to have been duly given if
personally delivered or five business days after being sent by registered or
certified mail, return receipt requested, postage prepaid, to the parties at
their respective addresses set forth below.
If to the Company: INTEK DIVERSIFIED CORPORATION
970 West 190th Street, Suite 720
Torrence, California 90502
Attn: President
with a copy to: Kohrman, Jackson & Krantz P.L.L.
One Cleveland Center, 20th Floor
Cleveland, Ohio 44114
Attn: Steven L. Wasserman, Esq.
If to a Holder: To the Person and Address specified
on the signature page for such Holder.
Any party by written notice to the others may change the address of the persons
to whom notices or copies thereof shall be directed.
17
<PAGE> 20
e. COUNTERPARTS. THIS AGREEMENT may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together will constitute one and the same instrument.
f. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns, except that the Company may not assign or transfer its rights hereunder
without the prior written consent of the Holders. A Holder that transfers not
less than 100% of the Registrable Securities it then holds to an entity in a
transaction that is not registered under the Securities Act shall be entitled to
assign its rights hereunder to such entity, which entity shall become a "Holder"
for purposes of this Agreement PROVIDED THAT it assumes and agrees to perform
all the obligations of a Holder under this Agreement.
g. THIRD PARTIES. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any person or entity
other than the parties hereto any rights or remedies under or by reason of this
Agreement.
h. TERMINATION OF PRIOR AGREEMENT. This Registration Rights Agreement
supersedes and replaces that certain Registration Rights Agreement entered into
between the Company, Roamer, Simmonds Capital Limited, a corporation organized
under the laws of Ontario, Canada, Anglo York and Davis as of September 23,
1994.
[Remainder of Page Intentionally Left Blank.]
18
<PAGE> 21
IN WITNESS WHEREOF, the undersigned have executed, or have
caused their duly authorized representatives to execute, this Registration
Rights Agreement as of the date first written above.
INTEK DIVERSIFIED CORPORATION
By: /s/ David Neibert
------------------------------
Name:
Title:
SECURICOR COMMUNICATIONS, LIMITED SECURICOR INTERNATIONAL, LIMITED
By: /s/ Michael G. Wilkinson By: /s/ Edmund Hough
------------------------------- ------------------------------
Name: Michael G. Wilkinson Name: Edmund Hough
Title: Director Title: Director
Address: Address:
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
Tel: Tel:
-------------------------- -------------------------
Fax: Fax:
-------------------------- -------------------------
With copies to: With copies to:
-------------------------- -----------------
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
Tel: Tel:
-------------------------- -------------------------
Fax: Fax:
-------------------------- -------------------------
SIMMONDS CAPITAL LIMITED MIDLAND INTERNATIONAL CORPORATION
By: /s/ David C. O'Kell By: /s/ David C. O'Kell
------------------------------- ------------------------------
Name: David C. O'Kell Name: David C. O'Kell
Title: Executive Vice President Title:
Address: Address:
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
Tel: Tel:
-------------------------- -------------------------
Fax: Fax:
-------------------------- -------------------------
With copies to: With copies to:
-------------------------- -----------------
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
Tel: Tel:
-------------------------- -------------------------
Fax: Fax:
-------------------------- -------------------------
19
<PAGE> 22
CHOI & CHOI, HK LIMITED ROAMER ONE HOLDINGS, INC.
By: /s/ Cecilia M. Kershaw By: /s/ N.R. Wilson
------------------------------- ------------------------------
Name: Cecilia M. Kershaw Name: N.R. Wilson
Title: Assistant Secretary Title: President
Address: Address:
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
Tel: Tel:
-------------------------- -------------------------
Fax: Fax:
-------------------------- -------------------------
With copies to: With copies to:
-------------------------- -----------------
-------------------------- -------------------------
-------------------------- -------------------------
-------------------------- -------------------------
Tel: Tel:
-------------------------- -------------------------
Fax: Fax:
-------------------------- -------------------------
ANGLO YORK INDUSTRIES, INC.
By: /s/ Philip Brent
-------------------------------
Name: Philip Brent
Title: President
Address: 261 Davenport Rd. #302
--------------------------
Toronto, Ontario Canada
--------------------------
--------------------------
--------------------------
Tel: (416) 921-9339
--------------------------
Fax: (416) 921-8930
--------------------------
With copies to:
--------------------------
--------------------------
--------------------------
--------------------------
Tel:
--------------------------
Fax:
--------------------------
20
<PAGE> 23
/s/ Murray Sinclair
-------------------------------
MURRAY SINCLAIR
Address: Suite 1614
150 York Street
Toronto, Ontario Canada M5h 3S5
Tel: (416) 363-4477
Fax: (416) 363-1902
With copies to:
--------------------------
--------------------------
--------------------------
--------------------------
Tel:
--------------------------
Fax:
--------------------------
21
<PAGE> 24
REGISTRATION RIGHTS AGREEMENT
SHAREHOLDER SIGNATURE PAGE
--------------------------
IN WITNESS WHEREOF, the undersigned have executed, or have
caused their duly authorized representatives to execute, this Registration
Rights Agreement as of the date first written above.
(If a corporation) _________________________________
By:
Name:
Title:
(If an Individual) ___________________________________
Name:
Address: __________________________
__________________________
__________________________
Telephone:__________________________
Facsimile:__________________________
With copies to:__________________________
__________________________
__________________________
Telephone:__________________________
Facsimile:__________________________
22
<PAGE> 1
EXHIBIT EE
----------
AMENDMENT TO VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment") is made as
of November 18, 1996, by and among INTEK DIVERSIFIED CORPORATION, a Delaware
corporation (the "Company"), SECURICOR COMMUNICATIONS LIMITED, a corporation
formed under the laws of England and Wales ("Securicor"), SECURICOR RADIOCOMS
LIMITED, a corporation formed under the laws of England and Wales
("Radiocoms"), SECURICOR INTERNATIONAL LIMITED, a corporation formed under the
laws of England and Wales ("Securicor International"), SIMMONDS CAPITAL
LIMITED, a corporation organized under the laws of Ontario ("Simmonds"),
MIDLAND INTERNATIONAL CORPORATION, a corporation organized under the laws of
Delaware ("MIC"), and ROAMER ONE HOLDINGS, INC., a corporation organized under
the laws of Delaware ("ROH"), and amends the Voting Agreement by and among
Securicor, Securicor Limited, Simmonds and Roamer and agreed to and
acknowledged by the Company, and made the 18th day of June, 1996 (the "Voting
Agreement"):
Recital
-------
Whereas, each of the parties hereto desires to amend the Voting
Agreement to provide that the shares of the Common Stock of the Company owned
by the parties to the Voting Agreement will be voted as directed by the actual
vote of shares not owned by such parties in connection with the transactions
contemplated in the Stock Purchase Agreement between the Company and Securicor
made the 18th day of June, 1996 (the "Stock Purchase Agreement").
Agreements
----------
NOW THEREFORE, the parties hereby agree to amend the Transaction
Agreements as follows:
1. Amendment to the Voting Agreement.
---------------------------------
(a) Section 1 of the Voting Agreement, "PROVISIONS CONCERNING COMPANY
COMMON STOCK, be and hereby is amended and restated in full as follows:
1. Provisions Concerning Company Common Stock.
------------------------------------------
(a) Each Stockholder hereby agrees that during
the period commencing on the date hereof and continuing until
the termination of the Stock Purchase Agreement in accordance
with its terms, at any meeting of the holders of Company
Common Stock, however called, or in connection with any
written consent of the holders of Company Common Stock, such
Stockholder shall vote (or cause to be voted) the Shares held
of record by such Stockholder on the date of such vote whether
heretofore owned or hereafter acquired, (i) against any action
or agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other
obligation or agreement of the Company under the Stock
Purchase Agreement (after giving effect to any materiality or
similar qualifications contained therein); and (ii) except as
otherwise agreed to in writing in advance by Securicor,
against any actions
<PAGE> 2
that are prohibited pursuant to Section 6.2 of the Stock
Purchase Agreement or that are intended, or could reasonably
be expected, to impede, interfere with, delay, postpone, or
materially, adversely affect the transactions contemplated by
this Agreement and the Stock Purchase Agreement.
(b) In addition, on or before November 30, 1996,
each Stockholder shall execute and deliver to the Company a
limited proxy (collectively, the "Proxies"), directing the
Company to vote all of the Shares held of record by such
Stockholder on the date of such vote, whether heretofore owned
or hereafter acquired, with respect to all votes relating to
the Stock Purchase Agreement, the transactions contemplated
therein and the amendment to the Company's Restated
Certificate of Incorporation required pursuant to section
7.1(f) of the Stock Purchase Agreement (each a "Directed
Voting Proposal"), in the manner determined as follows:
(i) The Company shall first count the vote of the
Common Stock held and actually voted at the
Stockholders' Meeting by stockholders of the
Company who are not parties to the Voting
Agreement, but excluding abstentions and
broker non-votes.
(ii) If a simple majority of the vote determined
pursuant to subparagraph (i) of this Section
1(b) is in favor of adoption of a Directed
Voting Proposal, the Company shall cast the
vote of all of the shares represented by the
Proxies in favor of such Directed Voting
Proposal.
(iii) If a simple majority of the vote determined
pursuant to subparagraph (i) of this Section
1(b) is against adoption of a Directed Voting
Proposal, the Company shall cast the vote of
all of the shares represented by the Proxies
against adoption of such Directed Voting
Proposal.
2. General Provisions.
(a) Except as specifically amended hereby, the Voting Agreement
shall continue in full force and effect.
(b) This Amendment and the Voting Agreement, as amended hereby,
constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all other
prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
(d) This Amendment may be executed in counterparts, each of which
shall be deemed an original but all of which taken together
shall constitute a single instrument.
(e) The headings used herein are inserted for convenience of
reference only and are not intended to be part of or to affect
the meaning or interpretation of this Amendment.
2
<PAGE> 3
IN WITNESS WHEREOF, each of the parties hereto have caused
this Amendment to be duly executed as of the day and year first above written.
INTEK DIVERSIFIED CORPORATION SECURICOR COMMUNICATIONS LIMITED
By: /s/David Neibert By: /s/Michael G. Wilkinson
-------------------------- ---------------------------
Name: David Neibert Name: Michael G. Wilkinson
Title: Exec. Vice Pres. Title: Director
SIMMONDS CAPITAL LIMITED SECURICOR RADIOCOMS LIMITED
By: /s/David O'Kell By: /s/Michael G. Wilkinson
-------------------------- ---------------------------
Name: David O'Kell Name: Michael G. Wilkinson
Title: Secretary Title: Director
MIDLAND INTERNATIONAL SECURICOR INTERNATIONAL LIMITED
CORPORATION
By: /s/David O'Kell By: /s/Niger Griffiths
-------------------------- ---------------------------
Name: David O'Kell Name: Niger Griffiths
Title: Title: Director
ROAMER ONE HOLDINGS, INC.
By: /s/N.R. Wilson
---------------------------
Name: N.R. Wilson
Title: President
3
<PAGE> 1
EXHIBIT FF
----------
November 27, 1996
S C L Mr. David Neibert
----- Executive Vice President
INTEK Diversified Corporation
SCL CORPORATE 970 West 190th Street, Suite 720
Torrance, CA 90502
Dear David,
I am writing to confirm our discussions
concerning the price adjustment for the purchase
of the Midland US business by INTEK. In
anticipation of the receipt of shareholder
approval on December 3, 1996 to the acquisition of
Securicor Radiocoms, and a subsequent closing of
the final transactions, we need to agree upon a
mechanism for the calculation of the final price
adjustment to Midland International Corporation.
As discussed,
1. On Closing INTEK will issue to Midland
International Corporation 1,700,000 common
shares and a further 500,000 common shares to
be issued and put in escrow pending the
satisfaction of the Hitachi conditions.
2. The balance, if any, of the remaining 150,000
common shares will be issued subsequently and
as soon as possible after the completion of
financial statements for Midland USA for the
period from August 1, 1996 through December
3, 1996 but not later than January 31, 1997.
3. For the purpose of calculating the price
adjustment for Midland, it is agreed that the
deemed closing date will be December 3, 1996
when the shareholder vote is received.
I look forward to seeing you at the meeting.
Sincerely,
Simmonds Capital Limited
5855 Yonge St., Suite 1050 /s/David C. O'Kell
Willowdale, Ontario, Canada
M24 6P4 David C. O'Kell
Tel: (416) 221-4900 Executive Vice-President
Fax: (416) 221-3800
c.c. John Simmonds
Nicholas Wilson
Agreed on behalf of INTEK Diversified Corporation
on this 27th day of November, 1996
/s/David Neibert
David Neibert
