SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______________
to____________
Commission File Number 0-10902
INTERFACE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-1857379
(State or other jurisdiction of (IRS employer id. no.)
incorporation or organization)
5855 Interface Drive, Ann Arbor, Michigan 48103
(Address of principal executive offices)
Registrant's telephone number, including area code (313) 769-5900
Former name, former address and former fiscal year, if changed since last
report.
Indicated by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES [X]
NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicated by check mark whether the registrant has filed all
documents and reports required to be filed by section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Number of shares outstanding of common stock, $.10 par value, as of
February 5, 1996:
4,496,368 shares
<PAGE>
ITEM 1. - FINANCIAL STATEMENTS FORM 10-Q
INTERFACE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995, AND FISCAL YEAR SEPTEMBER 30, 1995
DEC 31, 1995 SEPT 30, 1995
ASSETS (Unaudited)
CURRENT ASSETS
Cash 3,978,212 3,735,758
Accounts Receivable 11,901,038 10,068,828
Inventories 8,173,634 7,360,204
Prepaid Expense & Other Current Assets 1,603,280 1,115,256
Deferred Income Taxes 413,000 413,000
---------- ----------
Total Current Assets 26,069,164 22,693,046
PROPERTY, PLANT AND EQUIPMENT 4,759,375 4,617,924
NOTES RECEIVABLE FROM OFFICERS 500,000 --
OTHER ASSETS 6,678,405 6,641,480
---------- ----------
Total Assets 38,006,944 33,952,450
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable 4,414,789 4,367,318
Accounts Payable 8,188,580 6,070,074
Accrued Compensation 420,149 348,147
Accrued Expenses 16,642 2,230
Deferred Revenue 183,002 230,663
Current Maturities of Long-Term Debt 52,400 52,400
----------- ----------
Total Current Liabilities 13,275,562 11,070,832
LONG-TERM DEBT 273,941 286,546
DEFERRED INCOME TAXES 1,381,000 1,381,000
Total Liabilities 14,930,503 12,738,378
---------- ----------
STOCKHOLDERS' EQUITY
Common Stock, $.10 Par value
Shares Authorized 8,000,000
Outstanding - 4,468,968 and 4,212,418 446,897 421,242
Additional Paid-In Capital 10,756,497 9,114,577
Foreign Currency Translation Adjustment (203,399) (198,169)
Retained Earnings 12,076,446 11,876,422
---------- ----------
Total Stockholders' Equity 23,076,441 21,214,072
---------- ----------
Total Liabilities and Stockholders'
Equity 38,006,944 33,952,450
========== ==========
<PAGE>
INTERFACE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE QUARTER ENDED DECEMBER 31, 1995 AND 1994
QUARTER ENDED QUARTER ENDED
DEC 31, 1995 DEC 31, 1994
(Unaudited)
NET REVENUES $ 18,710,574 $ 15,914,761
COST OF REVENUES 15,402,421 12,109,326
---------- ----------
GROSS PROFIT 3,308,153 3,805,435
PRODUCT DEVELOPMENT COSTS 436,839 314,586
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,433,962 2,460,298
--------- ---------
OPERATING INCOME 437,352 1,030,551
OTHER INCOME 52,890 38,310
INTEREST EXPENSE (102,847) (56,983)
--------- ---------
INCOME BEFORE TAXES 387,395 1,011,878
TAXES ON INCOME 187,371 298,135
--------- ----------
NET INCOME 200,024 713,743
========= ==========
EARNINGS PER SHARE 0.05 0.17
<PAGE>
INTERFACE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE QUARTERS ENDED DECEMBER 31, 1995 AND 1994
QUARTER QUARTER
ENDED ENDED
DEC 31, 1995 DEC 31, 1994
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 200,024 713,743
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and Amortization 764,835 733,507
Decrease (Increase) in Accounts
Receivables (1,832,210) (2,151,404)
Decrease (Increase) in Inventories (813,430) (790,442)
Decrease (Increase) in Prepaid
Expenses and Other Current Assets (488,024) 8,533
Decrease (Increase) in Other Assets (79,221) (1,826)
Increase (Decrease) in Accounts
Payable 2,118,507 1,251,566
Increase (Decrease) in Accruals 86,415 5,849
Increase (Decrease) in Deferred Revenue (47,662) 31,426
--------- ----------
Net Cash Provided (Used) By Operating
Activities (90,766) (199,048)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to Property, Plant and
Equipment (353,385) (276,418)
Proceeds from disposal of assets 947 1,273
Additions to Software Development Costs (511,552) (516,203)
Loans to Officers (500,000) --
--------- ---------
Net Cash Used In Investing Activities (1,363,990) (791,348)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in Notes Payable 47,471 499,897
Reduction of Long-Term Debt (12,605) (11,232)
Stock Warrants Exercised 1,667,575 136,273
Cash Dividends Paid -- (166,135)
--------- ---------
Net cash provided (used) by financing
activities 1,702,441 458,803
--------- ---------
FOREIGN CURRENCY TRANSLATION (5,231) (12,852)
--------- ---------
NET INCREASE (DECREASE) IN CASH 242,454 (544,445)
CASH, beginning of the period 3,735,758 3,347,282
--------- ---------
CASH, end of the period 3,978,212 2,802,837
========= =========
<PAGE>
INTERFACE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note A - Basis of Presentation
In the opinion of management, all adjustments considered necessary for a
fair presentation of the consolidated financial statements for the interim
period have been included.
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include
all disclosures. It is presumed that users of these interim financial
statements have read or have access to the audited financial statements for
the preceding fiscal year. The Form 10-Q should be read in conjunction with
such audited financial statements.
Note B - Earnings Per Share
The computation of primary earnings per common share equivalent is
determined by dividing net earnings by the weighted average number of common
shares and common share equivalents outstanding during the period. The
computation assumes that the outstanding stock options were exercised and
proceeds used to purchase shares of common stock. The weighted average
shares outstanding for the quarters ended December 31, 1995 and 1994 are
4,309,530 and 4,317,748 respectively.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations
Revenues for the first quarter ended December 31, 1995 were $18,710,574, up
18% from the prior year's first quarter revenue of $15,914,761. The
increase in revenue is due to increased revenues of the distribution
business of Interface Systems International, Ltd. ("ISIL") in the UK.
Revenues from the Cleo product group were comparable to last year's, while
Printer sales were down from the same quarter last year.
Cost of revenues were 82.3% compared to 76.1% for the prior year's quarter.
The increase in cost of revenues is due to the increase in distribution
business where margins are very low and were lower than in the prior year's
quarter. Core product margins in the current quarter were slightly higher
than in last year's comparable quarter.
Product Development, Selling and General and Administrative expenses
(Operating Expenses) were 15.3% vs. 17.4% in last year's first quarter. The
primary reason for the difference in operating expenses as a percentage of
revenues was the 18% increase in revenue without a corresponding percentage
increase in operating expenses. Operating expenses increased by $95,917, in
absolute dollars.
Operating Income was $437,352, down 57.6% from $1,030,551 in last year's
first quarter. The decrease in operating income was primarily due to the
lower Gross Margin.
Interest Expense increased from $56,983 to $102,847 due to increased
borrowing at ISIL.
Income tax for the period was $187,371 or 48.4% compared with $298,135 or
29.5% in last year's quarter. This year's taxes are higher than the
statutory rate primarily due to the fact that ISIL operated at a loss that
can not be deducted for U.S. income tax purposes.
As a result of foregoing, net income for the quarter was $200,024 compared
to $713,743 in last year's first quarter.
While sales of the Company's OASIS products did not contribute significantly
to this quarter's performance, the prospects for future quarters are
positive. The Company has begun to form strategic partnerships with other
companies who offer specialty software in the document management area.
These partnerships should increase the Company's ability to reach what
management believes to be a large market for our OASIS products. With the
recent release of the Company's OASIS products for NT platforms, the
Company's appointment as a "Master Partner" of Microsoft's MCS Group, (A
Group focused in the business sector involving organizations with large or
mid-range computer systems), and the Company's expanding direct and indirect
sales efforts, management anticipates that significant OASIS sales will be
forthcoming in this fiscal year. There is no assurance, however, that such
sales will be forthcoming.
<PAGE>
The foregoing discussion includes forward-looking statements based on
current management expectations. Such forward-looking statements involve
certain risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that could cause future results to differ from these expectations
include: release and acceptance of OASIS products, success of these
partnerships, competitive products and pricing pressures.
Liquidity and Capital Resources
During the first quarter, cash increased by $242,454. Major factors
increasing cash included an increase in Accounts Payable of $2,118,507
primarily due to a build up of inventory purchases at ISIL in preparation
for expanding sales and proceeds from the sale of warrants of $1,667,575.
Major uses of cash included an increase in accounts receivable of $1,832,210
due to the expanding distribution business, an increase in inventories of
$813,430, an increase in Prepaid Expenses and Other Assets of $488,024,
which was primarily due to overpayment of income taxes, and Notes Payable
from officers of $500,000 made under the Company's Executive Loan Program.
The Executive Loan Program provides loans to the Company's executive
officers for the purpose of acquiring shares of the Company's Common Stock.
The Company has working capital of $12,793,602. The Company's primary
source of liquidity is cash from operations. The Company has lines of
credit agreements for working capital which currently permit it to borrow up
to $8,388,500 on an unsecured basis. These lines expire at various dates
through June 30, 1996 and are subject to renewal thereafter. As of December
31, 1995, $4,414,788 was outstanding under these lines of credit. The lines
of credit are used primarily by ISIL in the operation of the distribution
business. All lines are renewed annually. Management does not anticipate
any difficulty in the renewal of any bank line of credit.
PART II - OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS
On November 15, 1995, a class action complaint was filed by Albert Socolov,
in the United States District Court, Eastern District of Michigan, against
the Company, Carl L. Bixby, David O. Schupp and George W. Perrett, Jr., and
notice of the action was provided to the Company on December 22, 1995
(Socolov vs. Interface System, Inc., Carl L. Bixby, David O. Schupp and
George W. Perrett, Jr., U.S.D.C., E.D. 95 CV 40413FL). Messrs. Bixby,
Schupp and Perrett are all directors of the Company and hold the offices of
President, Treasurer and Secretary, respectively, of the Company. The
complaint alleges violations of Rule 10b-5 of the Securities Exchange Act of
1934 (the "Exchange Act"), liability under Section 20 of the Exchange Act
and claims of common law fraud and deceit and negligent misrepresentation,
based upon certain non-disclosures by the Company and its named officers
related primarily to the effect of the acquisition of the Mekom distribution
business on the Company. The plaintiffs seek relief for compensatory and
punitive damages, together with pre-judgment interest, and plaintiffs' costs
and disbursements, including reasonable allowances for fees for plaintiffs'
attorneys and experts.
<PAGE>
Mr. Socolov has voluntarily determined to dismiss his case with prejudice as
to himself and is seeking court approval to do so.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
No. Description
10 Executive Loan Program,
form of note and security
agreement
11 See Note B of Notes to Consolidated Financial
Statements
27 Financial Data Schedule (EDGAR filing only)
(b) No reports on Form 8-K have been filed during the quarter for which
this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereinto duly authorized.
INTERFACE SYSTEMS, INC.
BY: /S/ DAVID O. SCHUPP
------------------------------
David O. Schupp, Vice President,
Treasurer, and Chief Financial
Officer and Accounting Officer
(Duly Authorized Officer)
Exhibit 10
INTERFACE SYSTEMS, INC. EXECUTIVE LOAN PROGRAM
ARTICLE I
PURPOSE
The purpose of this loan program (the "Program") is to encourage key
executives of Interface Systems, Inc. (the "Company") in acquiring and
maintaining a significant equity interest in the Company's common stock,
thereby further aligning their interests with the interests of the Company's
shareholders.
ARTICLE II
ELIGIBILITY
The senior executive officers of the Company are eligible to
participate in the Program.
ARTICLE III
LOAN CONDITIONS
3.1 Loan Amount - The maximum amount of any loan or loans
outstanding to any one executive shall be Five Hundred Thousand ($500,000)
Dollars.
3.2 Loan Term - The term of each loan would be the earlier of
(a) the termination of the executive's employment with the Company, whether
voluntary or involuntary or as a result of retirement, death or disability
(except that if the termination is involuntary then the term of the loan
shall cease only if such involuntary termination was for fraud or willful
misconduct) and (b) two years from the date of issuance as provided in the
applicable promissory note. The loan will be payable upon demand of the
Company upon maturity thereof.
3.3 Interest Rate - The interest rate on each loan will be equal
to the greater of the Applicable Federal Rate for the month in which the
loan was issued or the interest rate paid by the Company on its corporate
borrowings but shall not exceed the maximum rate permitted by law.
3.4 Security/Offset - In order to obtain a loan under the
Program, each executive officer must execute all of the loan documents
required by the Company. Collateral must be pledged to secure the loan.
Collateral can include, among other things, a pledge of the common stock of
the Company owned by the executive and/or a security interest in the real or
personal property of the executive. The Company shall have the right to
offset from the amounts owing by the Company to the executive any amount of
the loan that remains unpaid. The Company has the right to require
additional collateral if the Company determines, in good faith and in its
sole discretion, that such additional protection is necessary. If
additional collateral is required and not provided, the loan shall become
immediately due and payable.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 The Program shall be administered by Garnel F. Graber or
such other individual or entity selected by the Company's Board of Directors
("Administrator"). The Administrator shall have the power to make all
determinations needed in connection with the Program, to adopt forms of loan
documents, to exercise all rights and powers allocated to the Company under
the Program and to do anything else which is helpful or necessary to the
proper operation of the Program.
4.2 The Company reserves the right, at any time, to amend,
modify or terminate the Program, to discontinue making new loans or to
cancel any outstanding loan by forgiveness of debt or otherwise, provided,
however, that the Company shall not have the right to change the terms of
any outstanding loan except to require additional collateral as deemed
necessary by the Administrator.
4.3 The Program is strictly a voluntary undertaking on the part
of the Company and shall not constitute a contract between the Company and
any individual, or consideration for, or any inducement or condition of, the
employment of an individual. Nothing contained in the Program shall give
any individual the right to be retained in the service of the Company or to
interfere with or restrict the right of the Company, which is hereby
expressly reserved, to discharge or retire any individual at any time for
any reason not prohibited by law, with or without cause.
SECURED PROMISSORY NOTE
$--------- --------- , 199-
FOR VALUE RECEIVED, the undersigned, ---------- ("Borrower"),
promises to pay to the order of INTERFACE SYSTEMS, INC., a Delaware
corporation (the "Company") the principal amount of $------- (the "Principal
Amount") and all accrued interest in accordance with the terms hereof.
The entire Principal Amount together with interest on the unpaid
Principal Amount shall be due and payable, without any setoff or deduction,
at the earlier of (a) ---------------- or (b) 90 days after the termination
of Borrower's employment with the Company (for any reason, whether voluntary
or involuntary, or as a result of resignation, disability or death) (the
"Maturity Date").
The unpaid balance of the Principal Amount shall bear interest at an
annual rate of % (the "Base"). In no event shall the interest rate
payable hereunder exceed the maximum rate permitted by law. Interest shall
be paid annually, with payment to be made on each anniversary date of this
Note. Borrower may make interest payments on a more frequent basis. For any
period during which a default shall exist in the payment of any amount due
and payable hereunder, whether by acceleration or otherwise, such amount
shall bear interest at the rate of three percentage points per annum in
excess of the Base Rate.
Payments of the Principal Amount and accrued interest thereon shall
be paid by check (Payable in U.S. Funds) made payable to the Company and
delivered to the Company's principal place of business or at such other
place designated in a writing signed by the Company.
This Note is secured by a Stock Pledge Agreement between the
Borrower and the Company of even date herewith (the "Pledge Agreement").
This Note is entitled to all benefits and is subject to the terms of the
Pledge Agreement, which among other things provides for the acceleration of
the maturity hereof upon the occurrence of certain events. All the
representations, warranties, agreements, terms and conditions contained in
the Pledge Agreement are incorporated herein.
The Borrower may prepay this Note in whole or in part at any time.
Any prepayments shall be applied first to past due interest, then to
principal and then to accrued interest which is not then due and payable.
If Borrower fails to deliver to the Company, within fifteen days
from the date hereof, certificates for the Common Stock of the Company with
a fair market value (as determined by the closing price as reported on The
NASDAQ Stock Market) equal to or exceeding 200% of the Principal Amount of
this Note, and during the continuance of an Event of Default (as defined in
the Pledge Agreement), the obligations evidenced by this Promissory Note,
including, without limitation, the entire unpaid Principal Amount together
with any accrued interest shall become immediately due and payable, without
any notice or demand. The Borrower agrees to pay any costs and expenses of
collection, including, without limitation, reasonable attorney's fees.
During the continuance of an Event of Default ( as defined in the
Pledge Agreement), the Company shall have the right to offset any amounts
owing by the Company to the Borrower for whatever reason including, but not
limited to, salary, bonus or expense reimbursement, against any outstanding
Principal Amount and accrued interest.
The failure of the Company to promptly exercise its right to
accelerate outstanding principal and accrued unpaid interest shall not
constitute a waiver of any such rights, nor a waiver of such rights in
connection with any future default on the part of the Borrower or any other
person who may be liable under this Note.
The Borrower hereby waives presentment, demand, notice of dishonor,
notice of protest and all other notices and demands in connection with any
delivery, acceptance, performance or default of this Note and agrees that
this Note may be modified only by an agreement in writing signed by the
Borrower and the Company.
This Note shall be governed by and interpreted in accordance with
the laws of the State of Michigan.
STOCK PLEDGE AGREEMENT
This is a Stock Pledge Agreement ("Agreement"), dated as of ------,
among ---------- ("Borrower") and INTERFACE SYSTEMS, INC. ("Company").
WHEREAS, the Company has loaned Borrower the principal sum of $-----
- ---- pursuant to a Secured Promissory Note, dated as of the date hereof
(the "Promissory Note").
NOW, THEREFORE, in order to induce the Company to make the loan, and
to secure Borrower's obligations under the Promissory Note, the parties
named herein agree as follows:
1. Pledge. The Borrower hereby grants a first security
interest to the Company in the following collateral ("the Collateral"):
(a) All shares of Common Stock of the Company identified on
Exhibit A ("the Pledged Shares"), represented by certificate nos. stated
therein (the "Share Certificates," whether one or more).
(b) Any securities hereafter delivered to the Borrower in
addition to or substitution for any of the Pledged Shares and all
certificates and instruments representing or evidencing such securities.
(c) All of Borrower's right to, title and interest in the
Pledged Shares, all dividends or distributions arising therefrom, payable
therein or distributed in respect thereto, whether in cash, property, stock
or otherwise and whether now or hereafter declared, paid or made, together
with the right to receive and receipt therefor; provided, however, that if
and so long as no default in the observance and performance by the Borrower
of any of the terms of this Agreement or the Promissory Note, or in the
payment of any other indebtedness now or hereafter owing by the Borrower to
the Company the Borrower shall have the right to receive all dividends in
respect to the Collateral paid in cash or in the stock of a corporation or
in other property; and provided further, that the Borrower shall pledge to
the Company any such stock or other property so distributed to Borrower to
secure Borrower's obligations to the Company and shall enter into any such
further agreements and execute any such further agreements as the Company
may require to effectuate such pledge.
2. Perfection of Security Interest. In order to perfect the
Company's security interest in the Pledged Shares, the Borrower has
delivered to the Company the Share Certificates duly endorsed for transfer
in blank (or accompanied by one or more signed stock powers in blank), to be
held by the Company pursuant to the terms of this Agreement.
3. Representations, Warranties and Covenants. The Borrower
hereby represents, warrants and agrees with the Company as follows:
(a) The Borrower has the legal capacity to execute this
Agreement and to carry out all of the terms, conditions, covenants and
provisions contained herein.
(b) The Borrower is the only and absolute owner of the Pledged
Shares and collectively has full power to make the pledge contemplated
hereby; the Pledged Shares are free from all security interests, liens and
encumbrances (other than the security interest granted by this Agreement);
immediately before granting the security interest created by this Agreement,
the Borrower was the record and beneficial owner and holder of the Pledged
Shares on the stock books and records of the Company; and the Pledged Shares
are freely transferable without restriction or limitation.
(c) During the term of this Agreement, and so long as there is
no default in the observance and performance of any of the terms of this
Agreement or the Promissory Note by the Borrower, the Borrower shall have
the right to vote the Pledged Shares on all corporate questions.
(d) If, whenever and as often as, during the term of this
Agreement, any stock dividend, reclassification, readjustment or other
change is declared or made in the capital structure of any of the applicable
corporations, all new, substituted and additional shares or other securities
issued in respect to the Pledged Shares shall be held by the Company under
the terms of this Agreement in the same manner as the Pledged Shares.
(e) If, whenever and as often as, during the term of this
Agreement, subscription warrants or any other rights or options shall be
issued in connection with the Pledged Shares or any other securities at the
time held by the Company hereunder, such warrants, rights and options shall
be immediately assigned to the Company by the Borrower, and if exercised by
the Borrower, all new stock or other securities so acquired by the Borrower
shall be immediately assigned to the Company to be held by the Company under
the terms of this Agreement in the same manner as the Pledged Shares.
(f) The Borrower has good right and lawful authority to pledge,
hypothecate, mortgage, assign, transfer, deliver, set over and confirm unto
the Company the Collateral as provided in this Agreement, and the Borrower
shall warrant and defend the title thereto and the Company's security
interest therein against the claims of all persons.
(g) So long as this Agreement shall be in effect, the Borrower
shall not sell, assign or transfer, and shall not pledge, hypothecate,
mortgage or otherwise encumber any right or rights with respect to the
Collateral or any rights or interest therein.
(h) Borrower agrees to execute Form F.R. G-3 and any other form
required to be executed pursuant to Regulation G and any other rules and
regulations of the Federal Reserve System.
(i) Borrower agrees that if at any time the Fair Market Value
(as defined below) is less than two hundred percent (200%) of the Principal
Amount outstanding under the Promissory Note and all other monies due
thereunder ("Note Indebtedness"), then Borrower shall grant to the Company
such additional collateral as the Company may deem appropriate and shall
execute any and all documents reasonably necessary in order to perfect a
security interest in such collateral in favor of the Company. The Fair
Market Value of the Collateral shall be determined by multiplying the number
of Pledged Shares times the closing price per Pledged Share as reported on
The NASDAQ Stock Market.
4. Default. Each of the following events or conditions
constitutes an "Event of Default":
(a) Failure by the Borrower to make any payment of principal
or interest under the Promissory Note on or before 30 days after the date
such payment is due.
(b) Failure by the Borrower to comply with any other
provision of the Promissory Note or this Agreement and the continuance of
such failure for thirty days or more after written notice from the Company;
provided however, that the decline in the Fair Market Value of the Pledged
Shares shall not constitute an Event of Default until such Fair Market Value
declines to 150% of the Note Indebtedness and such decline continues for 10
days or more after written notice from the Company.
(c) Any representation, warranty or other statement by or on
behalf of the Borrower contained in the Promissory Note or this Agreement is
false or misleading in any material respect when made.
(d) The Borrower becomes insolvent or bankrupt or makes an
assignment for the benefit of creditors, or consents to the appointment of a
trustee, receiver or liquidator,
(e) Bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings are instituted by or against the Borrower, which
proceedings are not dismissed or stayed within 60 days after they are
instituted.
If, whenever and as often as, there shall have occurred an Event of
Default, the Company shall have at any time thereafter the rights and
remedies provided by law, including those contained in the Uniform
Commercial Code in force in Michigan , and without limiting the generality
of the foregoing, (i) the right to declare all amounts then remaining unpaid
under the Promissory Note to be immediately due and payable, and (ii) the
right to take any available action or proceeding, at law or in equity, which
it deems necessary or advisable for its protection and security.
5. Governing Law. This transaction shall be governed by the
laws of Michigan, and the Company shall have all of the rights and remedies
granted to a secured party under the Michigan Uniform Commercial Code.
6. Authority of the Company. The Borrower hereby irrevocably
authorizes and empowers the Company, in its absolute discretion, at any time
after any Event of Default as defined herein, to complete the stock powers
and to transfer or cause to be transferred on its books all of the Pledged
Shares and the Share Certificates relating thereto.
7. Termination. When and if the Borrower's obligations under
the Promissory Note and any other indebtedness of the Borrower to the
Company have been paid in full, all rights and interests of the Company in
and to the Pledged Shares and the other Collateral shall thereupon revest in
the Borrower, and the Company thereupon shall release the security interest
granted in this Agreement, reassign the Pledged Shares and the other
Collateral to the Borrower and deliver the Share Certificates (together with
any related stock powers) to the Borrower. In addition when and if the Fair
Market Value of the pledged share exceeds 250% ("Excess Value") of the Note
Indebtedness and such Excess Value continues for a period of thirty trading
days then the security interest granted in this Agreement shall be released
and the Pledged Shares shall be reassigned to the Borrower and the Share
Certificates (together with any related stock powers) shall be returned to
the Borrower provided however, that after such release the Fair Market Value
of the Pledged Shares is at least 200% of the Note Indebtedness and such
release is approved by the Chairman of the Board of the Company.
8. Taxes. The Borrower shall pay for any and all documentary
stamps or other taxes which may be imposed on the transfer and delivery to
the Company, or the retransfer and redelivery to the Borrower, of the
Pledged Shares, the other Collateral to the Borrower and the Share
Certificates.
9. Waiver by Borrower. The Borrower hereby waives presentment,
demand, protest or notice of protest with respect to the Promissory Note.
10. Company's Rights; Exculpation. The Collateral shall be held
in the possession of the Company, and in connection therewith, Company shall
have the authority and power to take such actions and to exercise such
powers hereunder as are specifically delegated to the Company by the terms
hereof, together with such other powers as are reasonably incidental
thereto. The Company shall not be liable hereunder in its capacity as agent
or bailee for any action taken or omitted by it hereunder except for its
gross negligence or willful breach. The Company shall have no compensation
hereunder and shall be under no duty with respect to the Collateral except
to account therefor in due course, pursuant to the terms and conditions
hereof.
11. Entire Agreement. This Agreement and the Promissory Note
collectively constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof and are not intended to confer
upon any person other than the parties hereto any rights or remedies
hereunder.
12. Modification of Agreement This agreement may not be
modified except in writing and executed with the same formality as this
Agreement.
13. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns.
14. Notices. All notices required or permitted to be given
hereunder shall be in writing and addressed:
If to Interface Systems, Inc., as follows:
Interface Systems, Inc.
5855 Interface Drive
Ann Arbor, Michigan 48103
If to the Borrower:
Interface Systems Inc.
5855 Interface Drive
Ann Arbor, Michigan 48103
15. Further Assurance. Each party shall execute and deliver to
the other such further documents and instruments, and shall perform such
other acts, as reasonably may be necessary or proper to carry out more
effectually the purposes of this Agreement.
BORROWER
By: -------------------------
INTERFACE SYSTEMS, INC.
By:------------------------
Name:
Title:
By:-------------------------
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<PERIOD-END> DEC-31-1995
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0
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