UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DISTINCTIVE DEVICES, INC.
(Name of Issuer)
Common Stock, Par Value $.05 Per Share
(Title of Class of Securities)
254745 10
(CUSIP Number)
Allan Salovin, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300-East Tower
West Palm Beach, Florida 33401
(561) 650-7916
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 10, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13.d-1(g), check the
following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed 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 (the "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).
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EagleView Technologies, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida for-profit corporation
NUMBER OF
SHARES 7. SOLE VOTING POWER
Beneficially 7,421,340
BENEFICIALLY
OWNED BY
EACH
Reporting 8. SHARED VOTING POWER
Person
With 0
PERSON
WITH 9. SOlE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,421,340
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.37%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EagleView Properties, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida for-profit corporation
NUMBER OF
SHARES 7. SOLE VOTING POWER
Beneficially 7,421,340
BENEFICIALLY
OWNED BY
EACH
Reporting 8. SHARED VOTING POWER
Person
With 0
PERSON
WITH 9. SOlE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,421,340
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.37%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
(1) EagleView Properties, Inc. owns 79.58% of voting common stock of EagleView
Technologies, Inc., the record and beneficial owner of 7,421,340 shares of
Common Stock of Distinctive Devices, Inc. and, by reason of its ability to
control the voting of such shares, is deemed to be the beneficial owner of the
shares of Distinctive Devices, Inc. owned by EagleView Technologies, Inc.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael J. Paolini
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF
SHARES 7. SOLE VOTING POWER
Beneficially 7,421,340
BENEFICIALLY
OWNED BY
EACH
Reporting 8. SHARED VOTING POWER
Person
With 0
PERSON
WITH 9. SOlE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,421,340
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.37%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Michael J. Paolini owns 51% of EagleView Properties, Inc., and his wife,
Kimberly Paolini, owns 24% of such stock. By virtue of this spousal
relationship, each is deemed to be the beneficial owner of the shares owned by
the other in EagleView Properties, Inc. and each has beneficial ownership of
75% of the outstanding shares of EagleView Properties, Inc. EagleView
Properties, Inc. owns 79.58% of the voting common stock of EagleView
Technologies, Inc., the beneficial owner and owner of record of 7,421,340
shares of Common Stock of Distinctive Devices, Inc. By reason of its ability
to control the voting of the shares of Distinctive Devices, Inc. owned by
EagleView Technologies, Inc., EagleView Properties, Inc. is deemed to be the
beneficial owner of 7,421,340 shares of Common Stock of Distinctive Devices,
Inc.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kimberly Paolini
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF
SHARES 7. SOLE VOTING POWER
Beneficially 7,421,340
BENEFICIALLY
OWNED BY
EACH
Reporting 8. SHARED VOTING POWER
Person
With 0
PERSON
WITH 9. SOlE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,421,340
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.37%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Kimberly Paolini owns 24% of EagleView Properties, Inc., and her husband,
Michael J. Paolini, owns 51% of such stock. By virtue of this spousal
relationship, each is deemed to be the beneficial owner of the shares owned by
the other in EagleView Properties, Inc. and each has beneficial ownership of
75% of the outstanding shares of EagleView Properties, Inc. EagleView
Properties, Inc. owns 79.58% of the voting common stock of EagleView
Technologies, Inc., the beneficial owner and owner of record of 7,421,340
shares of Common Stock of Distinctive Devices, Inc. By reason of its ability
to control the voting of the shares of Distinctive Devices, Inc. owned by
EagleView Technologies, Inc., EagleView Technologies, Inc. is deemed to be the
beneficial owner of 7,421,340 shares of Common Stock of Distinctive Devices,
Inc.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
transactions carried out in connection with the Stock Exchange Agreement, as
amended (the "Agreement") and entered into as of of August 6, 1999 wherein
EagleView Technologies, Inc., Alfred M. Carroccia Jr., William Hucks, Walter E.
Freeman, James R. Hawk, and Joanne L. Kalt (collectively, the "Shareholders")
transferred and assigned to Distinctive Devices, Inc. ("DDI") all of their
holdings of EagleView Industries, Inc. ("Industries") Common Stock (the
"Shares") amounting to 80.7% of the outstanding shares of Industries. In
exchange therefor, DDI issued to the Shareholders 8,051,340 shares of its
Common Stock.
ITEM 1: SECURITY AND ISSUER:
1(a) Common Stock, $.05 per share par value.
1(b) Distinctive Devices, Inc., ("DDI"), 110 E. Atlantic Avenue, Suite 230,
Delray Beach, FL 33444.
1(c) Michael J. Paolini, Chief Executive Officer, President, 110 E. Atlantic
Avenue, Suite 230, Delray Beach, FL 33444.
1(d) Alfred M. Carrocia Jr., Executive Vice President, Treasurer, 110 E.
Atlantic Avenue, Suite 230, Delray Beach, FL 33444.
1(e) Earl M. Anderson Jr., Vice President and Chief Financial Officer, 21693
Town Place Drive, Boca Raton, FL 33433.
1(f) Kimberly Paolini, Secretary, 110 E. Atlantic Avenue, Suite 230, Delray
Beach, FL 33444.
ITEM 2: IDENTITY AND BACKGROUND:
2(a)- (c)
(i) EagleView Technologies, Inc. ("Technologies"), the record and beneficial
owner of 7,421,340 shares of Common Stock of DDI, 110 E. Atlantic Avenue, Suite
230, Delray Beach, FL 33444.
(ii) EagleView Properties, Inc. ("Properties"), the owner of 79.58% of
Technologies, 110 E. Atlantic Avenue, Suite 230, Delray Beach, FL 33444.
(iii) Michael J. Paolini, Chief Executive Officer, President and Director of
DDI, 110 E. Atlantic Avenue, Suite 230, Delray Beach, FL 33444.
(iv) Kimberly Paolini, Secretary of DDI, 110 E. Atlantic Avenue, Suite 230,
Delray Beach, FL 33444.
2(d) None
2(e) None
2(f) Technologies, Properties, Michael J. Paolini, and Kimberly Paolini
("Reporting Persons") are all United States Citizens with the exception of
Technologies and Properties which are Florida for-profit corporations.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Common Stock of DDI was acquired by the Reporting Persons as a result of
the exchange of 4,025,670 shares of Common Stock of Industries' Common Stock
owned by the Shareholders for the issuance of 8,051,340 shares of Common Stock
of DDI pursuant to the Agreement entered between the parties. Reporting
Persons' shares in Industries Common Stock were exchanged for DDI's Common
Stock at a ratio of 1:2. Industries is not, and has never been, a publicly
traded entity.
The source of each individual Investors' funds is reflected on such
individual's cover sheet to this Schedule 13D.
ITEM 4: PURPOSE OF TRANSACTION
As stated in Item 3, the Reporting Persons exchanged their stock in Industries
for DDI's Common Stock. The Reporting Persons do not intend to acquire any
additional securities of DDI at this time, nor are any sales, transfers or
extraordinary corporate transactions contemplated. As a condition of the share
exchange, James R. Hawk and Joanne Kalt resigned as directors and Michael J.
Paolini, and Alfred M. Carroccia Jr. have been appointed to the Board of
Directors. Earl M. Anderson Jr. and Walter E. Freeman were re-appointed. No
additional plans to alter the present board of directors, charter, by-laws or
corresponding instruments are contemplated an no material change in DDI's
present capitalization or dividend policy will occur as a result of this stock
exchange. DDI's securities are not presently listed on any exchange or
quotation system nor have they been actively traded during the past several
years. This stock exchange will not result in any class of DDI's securities
being delisted or ceasing to be authorized to be quoted in any inter-dealer
quotation system. This stock exchange will not result in any class of DDI's
equity securities becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act nor is any action similar to those listed above
contemplated.
The sole purpose of the transaction was to make Industries a wholly owned
subsidiary of DDI and allow it to enter into the digital wireless transmission
industry by utilizing microwave transmission or to achieve high-speed
transmission of Wide Area Networks and Wireless Internet Access Systems.
Industries currently intends to supply on a turn-key basis wireless systems,
including site engineering evaluation and planning, system cost estimates,
customized financial analysis and projections, and system construction and
operation.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
5(a) DDI had outstanding 4,119,902 shares of Common Stock as of July 31, 1999.
After consummation of this transaction, DDI has outstanding 12,292,954 shares
of Common Stock. Reporting Persons are deemed to be beneficial owners of
7,421,340 shares in the aggregate, which is 60.37% of DDI's outstanding common
stock as of August 10, 1999.
5(b) The Reporting Persons have voting power to vote all of the 7,421,340
shares.
5(c) Other than the transactions which are the subject of this report, no
other transactions concerning DDI's securities have been effected by Reporting
Persons within the last 60 days.
5(d) No person other than Reporting Persons is entitled to receive or direct
the receipt of dividends from the subject securities.
5(e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Agreement, as amended, between DDI and the Shareholders, DDI,
in exchange of 8,051,340 shares of its Common Stock, acquired from the
Shareholders an aggregate of 4,025,670 shares of Industries' Common Stock (the
"Transaction.") The Agreement additionally provides that within thirteen (13)
months following August 10, 1999 (the "Closing Date"), DDI will offer to
exchange DDI Common Stock for the balance of the outstanding shares of
Industries as at the Closing Date not acquired by DDI. Such exchange or
exchanges shall have an exchange ratio of two DDI shares for each share of
Industries, so that DDI will issue 9,976,120 shares of DDI Common Stock in
exchange for all of the outstanding shares of Industries as of the Closing
Date, which is the exchange ratio by which DDI Common Stock is being exchanged
for the Shares hereunder. At DDI's option, such exchange may be effected by
virtue of a merger of Industries into or with DDI or a wholly-owned subsidiary
of DDI.
In connection with services rendered by James W. Wolff to DDI as a finder in
introducing Industries to DDI, DDI issued to James W. Wolff a finder fee of
121,712 shares of DDI's Common Stock, which is the number of shares of DDI's
Common Stock equal to one percent (1%) of the shares of DDI Common Stock
outstanding immediately following the Closing Date of the transaction.
Further, if, within thirteen months of the Closing Date, additional shares are
issued by DDI to acquire the balance of Industries' Common Stock as set forth
under the Agreement, DDI will cause to be issued to Mr. Wolff such number of
shares of DDI Common Stock as shall be equal to 1% of the DDI Common Stock so
issued in exchange for the balance of Industries' Common Stock.
Although the Reporting Persons acted together with the other shareholders of
DDI in entering into the Agreement, the Reporting Persons disclaim that such
action constitutes membership in a group that has been formed for the purpose
of acquiring, holding, disposing or voting equity securities of DDI.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
No. Description:
1 Stock Exchange Agreement dated June 18, 1999 incorporated by
reference to Exhibits of DDI's Current Report on Form 8-K dated
June 18, 1999.
2. Amendment to Stock Exchange Agreement dated August 6, 1999.
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
August , 1999 /s/Michael J. Paolini
Date Signature
Michael J. Paolini, President
Name/Title:
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed
with this statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name an any title of each person who signs the statement shall
be typed or printed beneath his signature.
JOINT FILING AGREEMENT
Each of the undersigned acknowledges and agrees that the foregoing statement
on Schedule 13D is filed on behalf of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of the
undersigned without the necessity of filing additional joint acquisition
statements.
Each of the undersigned acknowledges that he or it shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy of
the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Each person whose signature appears below hereby constitutes and appoints
Michael J. Paolini, his true and lawful attorney-in-fact and agent, for him and
in name, place and stead, in any and all capacities, to sign any and all
filings on Schedule 13D under the Exchange Act, and any amendment thereto,
relating to the securities of Distinctive Devices, Inc. and to file the same
with the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do, hereby ratifying and confirming all that
such attorney-ion-fact and agent may lawfully do or cause to be done by virtue
hereof in connection with such filings.
This agreement may be executed in any number of counterparts and all of such
counterparts taken together shall constitute one and the same instrument.
Dated as of this 17th day of August 1999.
/s/Michael J. Paolini
Michael J. Paolini
/s/Kimberly Paolini
Kimberly Paolini
EagleView Technologies, Inc.,
a Florida corporation
By: /s/Michael J. Paolini
Name: Michael J. Paolini
Title: President
EagleView Properties, Inc.,
a Florida corporation
By:/s/Michael J. Paolini
Name: Michael J. Paolini
Title: President
EXHIBIT 2
AMENDMENT TO STOCK EXCHANGE AGREEMENT
This Amendment to a Stock Exchange Agreement dated June 18, 1999 is made and
entered into as of the 6th day of August, 1999, by and among Distinctive
Devices, Inc., a New York corporation ("DDI"), EagleView Technologies, Inc., a
Florida corporation ("Technologies"), Alfred M. Carroccia ("Carroccia"),
William Hucks ("Hucks"), Walter E. Freeman ("Freeman"), James R. Hawk ("Hawk")
and Joanne L. Kalt ("Kalt"). Technologies, Carroccia, Hucks, Freeman, Hawk and
Kalt are sometimes hereinafter collectively referred to as the "Shareholders."
W I T N E S S E T H :
WHEREAS, DDI, Technologies and Carroccia entered into the Stock Exchange
Agreement (hereinafter called the "Agreement"), a copy of which is attached
hereto, relative to the exchange by Technologies and Carroccia of shares of
EagleView Industries, Inc. ("Industries"), a Florida corporation, for shares of
voting Common Stock, $.05 par value, of DDI ("DDI Common Stock"); and
WHEREAS, pursuant to the provisions of Section 3.4 of the Agreement, additional
holders of Industries' Common Stock can become parties to this Agreement, and
Hucks, Freeman, Hawk, and Kalt are holders of Industries' Common Stock and
desire to become parties to the Agreement and to exchange their shares of
Industries' Common Stock for shares of DDI Common Stock, all upon the terms set
forth in this Amendment to the Agreement, which shall, together with the
Agreement, be referred to as the "Amended Agreement"; and
WHEREAS, the ownership of shares of Industries' Common Stock (the "Shares") by
the Shareholders is as follows: Technologies - 3,710,670 shares, Carroccia -
200,000 shares, Hucks - 70,000, Freeman - 5,000 shares, Hawk - 20,000 shares,
and Kalt - 20,000 shares; and
WHEREAS, the parties hereto desire that such exchange of the Shares for DDI
Common Stock shall be a tax free exchange under the provisions of Section 368
(a) (1) (B) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the execution and delivery of the Agreement
by the parties hereto and the representations, warranties, covenants and
agreements set forth therein and herein, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto, each intending to be legally bound hereby, agree as follows:
1. All capitalized terms, unless otherwise defined in this Amendment, shall
have the meanings set forth in the Agreement.
2. Section 1.1 of the Agreement is amended to read as follows:
"Section 2.1. Exchange of Stock. At the Closing (as defined in Section
1.2), each of the Shareholders shall transfer and assign to DDI all of his, her
or its holdings of Industries Common Stock, to-wit, the Shares, by delivering
to DDI certificates representing their respective holdings of the Shares duly
endorsed for transfer. In exchange therefor, DDI shall issue to the
Shareholders the number of shares of DDI Common Stock set forth in the next
succeeding sentence of this Section 1.1. To effect such issue of its shares of
capital stock, DDI shall prepare and issue an irrevocable letter of
instructions, dated as of the Closing Date, addressed to DDI's Registrar and
Transfer Agent, Chase Mellon Shareholder Services, New York City ("CMSS"),
directing and authorizing CMSS to issue certificates representing DDI Common
Stock to the Shareholders as follows:
To Technologies - 7,421,340 shares of DDI Common Stock;
To Carroccia - 400,000 shares of DDI Common Stock;
To Hucks - 140,000 shares of DDI Common Stock;
To Freeman - 10,000 shares of DDI Common Stock;
To Hawk - 40,000 shares of DDI Common Stock; and
To Kalt - 40,000 shares of DDI Common Stock."
3. The Closing shall take place on August 10, 1999 at 10:00 a.m., local time.
4. Section 1.4 of the Agreement is amended to read as follows:
"Section 1.4 Directors and Officers of DDI. At the Closing, the directors
and officers of DDI, other than Earl M. Anderson, Jr. and Walter E. Freeman,
shall submit their resignations and, at the same time, shall elect new
directors designated by the Shareholders. Information with respect to such
designees complying with Section 14(f) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), and the rules and regulations of the Securities
and Exchange Commission ("SEC") thereunder, shall be submitted by the
Shareholders to DDI prior to Closing so that DDI can cause an Information
Statement pursuant to Section 14(f) of the Exchange Act to be prepared and
submitted to CMSS, so that it may be mailed by CMSS to all DDI shareholders as
of, or promptly after, the Closing. Following the requisite ten-day period
following such mailing and the filing of such information with the SEC, the
resignations of DDI's current directors and officers and the election of the
Shareholders' ignated directors shall become effective."
5. The second paragraph of Section 3.1 of the Agreement shall be amended to
read as follows:
"Within thirteen (13) months following the Closing, DDI agrees to
offer to exchange DDI Common Stock for the balance of the outstanding shares of
Industries Common Stock as at the Closing Date not being acquired by DDI
hereunder. Such exchange or exchanges shall have an exchange ratio which shall
reflect DDI's commitment to issue 9,976,120 shares of DDI Common Stock in
exchange for all of the outstanding shares of Industries as at the Closing
Date, which is the exchange ratio by which DDI Common Stock is being exchanged
for the Shares hereunder. At DDI's option such exchange may be effected by a
merger of Industries into or with DDI or a wholly-owned subsidiary of DDI."
6. Paragraph (c) of Section 2.2 of the Agreement is amended to read as follows:
"(c) Industries has an authorized capitalization consisting of
10,000,000 shares of Common Stock, $.0001 par value. As of the date of this
Amended Agreement there are issued and outstanding 4,988,060 shares of such
Common Stock, of which 4,025,670 shares are owned beneficially and of record by
the Shareholders in the amounts set forth in the third preamble to this
Amendment. All of the outstanding shares of capital stock of Industries have
been duly authorized, validly issued and are fully paid and nonassessable.
There are no other classes of capital stock of Industries authorized or
outstanding. Other than in connection with the offering described in Section
1.5 hereof, there are no rights, subscriptions, warrants, calls, unsatisfied
preemptive rights, options or other agreement of any kind to purchase or
otherwise to receive from Industries any of the outstanding, authorized but
unissued or treasury shares of the capital stock or any other securities of
Industries and no securities or obligations of any kind convertible into such
capital stock exist in favor of any person, firm or corporation.
7. Paragraph (f)(i) of Section 2.2 of the Agreement is amended to read as
follows:
"The financial statements of Industries, including the footnotes thereto, to be
delivered to DDI as part of the Closing Information will be prepared in
conformity with generally accepted accounting principles and will fairly
present the financial condition and results of operations of Industries as of
December 31, 1998 and May 31, 1999 and for the periods commencing with its
organization to each such date. The financial statements of Industries as of
December 31, 1998 shall be audited and reported on by certified public
accountants who are independent within the meaning of the Securities Act of
1933, as amended, and the rules and regulations thereunder and the financial
statements as of May 31, 1999 shall be reviewed by such accountants."
8. The word "DDI" appearing in the second line of paragraph (e)(i) of Section
2.3 is hereby changed to "Shareholders".
9. There is to be added to ARTICLE 3 a new section numbered "3.8", which shall
read as follows:
"Section 3.8 Investment Intent. Each of the Shareholders hereby
warrants, represents and acknowledges to DDI that (i) the shares of DDI Common
Stock which it will receive and exchange for Industries' Common Stock, are
"restricted securities" as such term is defined under Rule 144 of the
Securities and Exchange Commission under the Securities Act of 1933, as amended
("Securities Act"); (ii) the shares of DDI Common Stock are being acquired for
investment purposes only and not for the purpose of distribution; (iii) the
shares of DDI Common Stock which each will receive may not be sold or otherwise
transferred unless they have been registered under the Securities Act and all
applicable state securities laws, unless an exemption from such registration
requirements is available with respect to the resale or transfer of such
shares; (iv) each understands that DDI is under no obligation to register all
or any of its shares under the Securities Act or any state securities laws, or
to take any action to make an exemption fro m such registration provisions
available to any of the Shareholders, including, but not limited to, being
current in the filing of periodic reports under Section 13 of the Exchange; and
(v) the Stock Certificates to evidence the shares of DDI Common Stock to be
issued to each will bear a legend to the effect that the transfer of the same
cannot be made except in compliance with the Securities Act or any applicable
state securities laws unless the same are registered under the Securities Act
or an exemption therefrom is available.
10. Paragraph (h) of Section 4.1 of the Agreement is hereby deleted. 11. Except
to the extent amended in this Amendment, the terms and provisions of the
Agreement shall remain in full force and effect, and it shall be referred to as
the Amended Agreement.
IN WITNESS WHEREOF, this Amendment has been executed in one or more
counterparts which, when taken together, shall constitute one and the same
document and be deemed delivered as of the date first written above.
DISTINCTIVE DEVICES, INC.
By:
President
EAGLEVIEW TECHNOLOGIES, INC.
By:
President
Alfred M. Carroccia
William Hucks
Walter E. Freeman
James R. Hawk
Joanne L. Kalt
