<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT AMENDMENT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 1997
-----------------------------
La-Man Corporation
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-14427 33-2286268
- ------------------------------ ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2180 State Road 434, Suite 6136, Longwood, FL 32779
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 865-5995
--------------------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Form 8-K/A Current Report Amendment amends the Form 8-K Current
Report of the Registrant dated September 7, 1995 and filed with the Securities
and Exchange Commission on September 25, 1995 (the "Report"). Capitalized terms
used herein but not defined have the meanings ascribed to them in the Report.
On January 31, 1997, the Registrant issued the following promissory
notes representing additional consideration payable as an adjustment in the
purchase price pursuant to the Agreement:
1. $545,925.48 promissory note payable to the order of Worrell
Enterprises, Inc. (the "Worrell Note"); and
2. $54,550.20 promissory note payable to the order of Gary D. Bell
(the "Bell Note").
Each of the Worrell Note and the Bell Note provides for 12 consecutive
equal quarterly installments of principal, commencing April 30, 1997, together
with interest at the rate of 8% annually, with the final payment of unpaid
principal and accrued but unpaid interest due on January 31, 2000.
The Registrant and Worrell Enterprises, Inc. ("Worrell") are presently
in dispute as to the exact amount of additional consideration payable to Worrell
under the Agreement. The dispute involves the methodology of calculating the
highest average La-Man Trading Price measured over any period of 20 consecutive
days during the Measuring Period. Worrell contends that such calculation should
result in additional consideration to Worrell of $571,000.00, rather than the
$545,925.48 amount specified in the Worrell Note.
The Registrant and Worrell have agreed to consider exploring a
procedure for binding arbitration to settle the dispute; however, as of the date
of this Amendment to the Report the parties have not yet entered into a binding
arbitration agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 La-Man Corporation $545,925.48 Promissory Note payable to the order of
Worrell Enterprises, Inc.
2.2 La-Man Corporation $54,500.20 Promissory Note payable to the order of Gary
D. Bell.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K/A to be signed on its behalf
by the undersigned hereunto duly authorized.
LA-MAN CORPORATION
(REGISTRANT)
Date: February 10, 1997 By: /s/ J. William Brandner
---------------------------------
J. William Brandner
President and Chief Executive Officer
3
<PAGE>
EXHIBIT 2.1
LA-MAN CORPORATION
8% PROMISSORY NOTE
DUE JANUARY 31, 2000
$545,925.48 Longwood, Florida
January 31, 1997
LA-MAN CORPORATION, a Nevada corporation (the "Company"), for value
received, hereby promises to pay to the order of WORRELL ENTERPRISES, INC., a
Delaware corporation ("Payee"), the principal sum of FIVE HUNDRED FORTY-FIVE
THOUSAND NINE HUNDRED TWENTY-FIVE DOLLARS AND FORTY-EIGHT CENTS ($545,925.48),
in 12 equal quarterly installments as follows: on each April 30, July 31,
October 31 and January 31, commencing April 30, 1997 and continuing until
January 31, 2000 (the "Maturity Date"), the Company shall pay to Payee the
principal sum of $45,493.79, in immediately available funds in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts, together with interest from
the date hereof on the unpaid principal sum from time to time outstanding at the
rate of 8% per annum, computed on the basis of a 365-day year, in like currency,
until payment in full of said principal sum has been made by the Company.
1. PAYMENT. The Company will pay all amounts payable in respect to the
principal of, or interest on, this Note at the office of the Payee at the
address appearing in this Note or at such other place as the Payee may designate
in writing to the Company in funds collectible at such address on the date which
is the next business day following the dates prescribed in this Note for payment
of this principal or interest, without the necessity of any presentment of such
Note by the Payee. By acceptance of this Note, the Payee agrees that the Payee
will make appropriate endorsements thereon and to all payments which may have
been made on account of the principal thereof and interest thereon, and that the
Payee will promptly deliver and surrender the Note to the Company upon full
payment thereof.
2. OPTIONAL PREPAYMENTS. (a) The Company shall have the right to prepay
this Note in whole or in part at any time without the payment any premium,
penalty or additional interest.
(b) Notice of Prepayment. The Company will give written notice of
--------------------
each prepayment of this Note or any portion thereof to the Payee by first-class
mail not less than 30 days prior to the date fixed for such prepayment, which
notice shall specify the amount thereof so to be prepaid and the date fixed for
such prepayment. Such notice
<PAGE>
shall be mailed to the Payee at the address appearing in this Note unless the
Payee shall have filed in writing with the Company another address for such
purpose, in which event such notice shall be mailed to such address most
recently filed. Upon notice of any prepayment being given as provided herein,
the Company shall prepay on the date fixed for such prepayment, the entire
principal amount of the Note or the portion thereof, as the case may be, so to
be prepaid, as specified in such notice, together with accrued but unpaid
interest thereon to such date fixed for prepayment.
(c) Company Prepayment Rights. The Payee understands that the Company
-------------------------
has the sole discretion to determine the timing and amount of any prepayment.
3. ASSIGNABILITY. The Payee shall not have the right to assign or
otherwise transfer in whole or in part this Note or any of the obligations
evidenced hereby, without the prior written approval of the Company, which
approval will not be unreasonably withheld. As soon as practicable upon the
surrender of this Note following any such approved assignment, together with
written instructions from the assignor and assignee as to issuance of
replacement notes, the Company shall issue a replacement note or notes,
containing the same terms and provisions stated herein, in accordance with such
written instructions.
4. REPLACEMENT. Upon receipt of evidence satisfactory to the Company of
the loss, theft, destruction or mutilation of this Note and, if requested in the
case of such loss, theft or destruction, upon delivery of such indemnity as may
be required by the Company or, in the case of any such mutilation, upon
surrender and cancellation of this Note, the Company will issue a new Note, of
like tenor, in lieu of such lost, stolen, destroyed or mutilated Note.
5. DEFAULTS AND REMEDIES. If one or more of the following events (each an
"Event of Default") shall occur and be continuing:
(a) Default for thirty (30) days after the date due in the payment of
principal of, or interest on, this Note, other than maturity occasioned by
reason of a call for prepayment; or
(b) Default for 30 days after notice in performance of any other
covenant in this Note; or
(c) The Company shall file a petition in bankruptcy, make an
assignment for the benefit of its creditors, or consent to or acquiesce in the
appointment of a receiver for all or a substantial part of its property, or a
petition in bankruptcy or for the appointment of a receiver shall be filed
against the Company and remain unstayed for at least 90 days;
2
<PAGE>
then, in any such event, the holder of this Note may, by written notice to the
Company, declare the principal of this Note immediately due and payable and,
upon such declaration, the maturity of this Note shall accelerate and it shall
become due and payable together with interest from the date of such declaration
at a rate equal to 10% per annum. The holder of this Note shall be entitled to
recover reasonable attorneys' fees and costs incurred in enforcing this Note.
6. NO RECOURSE AGAINST OTHERS. No director, officer, employee or
stockholder of the Company shall have any liability for any obligations of the
Company under this Note or for any claim based on, in respect of, or by reason
of such obligation or its creation. The Payee and any subsequent holder by
accepting this Note and any note issued in replacement hereof waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of this Note and any note in replacement hereof.
7. COMMUNICATIONS AND NOTICES. All communications and notices provided
for in this Note shall be sent by mail to the Payee at 1450 South Dixie Highway,
Boca Raton, Florida 33432, attention of the President, in the manner provided
for notices of prepayment in Section 2(a) hereof and, if to the Company, at 2180
West State Road 434, Suite 6136, Longwood, Florida 32779, attention of the
President. Any party hereto and any subsequent holder of the Note may from time
to time change its address by written notice to the other parties.
8. GOVERNING LAW; VENUE. This Note shall be construed in accordance with
and governed by the laws of the State of Florida. The sole and exclusive venue
for any action arising out of this Note shall be a state or federal court
situated in Orange County, Florida, and the parties hereby each consent to the
jurisdiction of such court.
IN WITNESS WHEREOF, LA-MAN CORPORATION has caused this Note to be executed
in its corporate name by its President and Chief Executive Officer on the date
and year first above written.
LA-MAN CORPORATION
By: /s/ J. William Brandner
-------------------------------------
J. William Brandner
President and Chief Executive Officer
3
<PAGE>
EXHIBIT 2.2
LA-MAN CORPORATION
8% PROMISSORY NOTE
DUE JANUARY 31, 2000
$54,550.20 Longwood, Florida
January 31, 1997
LA-MAN CORPORATION, a Nevada corporation (the "Company"), for value
received, hereby promises to pay to the order of GARY D. BELL, an individual
("Payee"), the principal sum of FIFTY-FOUR THOUSAND FIVE HUNDRED FIFTY DOLLARS
AND TWENTY CENTS ($54,550.20), in 12 equal quarterly installments as follows: on
each April 30, July 31, October 31 and January 31, commencing April 30, 1997 and
continuing until January 31, 2000 (the "Maturity Date"), the Company shall pay
to Payee the principal sum of $4,545.85, in immediately available funds in such
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts, together with interest
from the date hereof on the unpaid principal sum from time to time outstanding
at the rate of 8% per annum, computed on the basis of a 365-day year, in like
currency, until payment in full of said principal sum has been made by the
Company.
1. PAYMENT. The Company will pay all amounts payable in respect to
the principal of, or interest on, this Note at the office of the Payee at the
address appearing in this Note or at such other place as the Payee may designate
in writing to the Company in funds collectible at such address on the date which
is the next business day following the dates prescribed in this Note for payment
of this principal or interest, without the necessity of any presentment of such
Note by the Payee. By acceptance of this Note, the Payee agrees that the Payee
will make appropriate endorsements thereon and to all payments which may have
been made on account of the principal thereof and interest thereon, and that the
Payee will promptly deliver and surrender the Note to the Company upon full
payment thereof.
2. OPTIONAL PREPAYMENTS. (a) The Company shall have the right to
prepay this Note in whole or in part at any time without the payment any
premium, penalty or additional interest.
(b) Notice of Prepayment. The Company will give written notice of
--------------------
each prepayment of this Note or any portion thereof to the Payee by first-class
mail not less than 30 days prior to the date fixed for such prepayment, which
notice shall specify the
<PAGE>
amount thereof so to be prepaid and the date fixed for such prepayment. Such
notice shall be mailed to the Payee at the address appearing in this Note unless
the Payee shall have filed in writing with the Company another address for such
purpose, in which event such notice shall be mailed to such address most
recently filed. Upon notice of any prepayment being given as provided herein,
the Company shall prepay on the date fixed for such prepayment, the entire
principal amount of the Note or the portion thereof, as the case may be, so to
be prepaid, as specified in such notice, together with accrued but unpaid
interest thereon to such date fixed for prepayment.
(c) Company Prepayment Rights. The Payee understands that the Company
-------------------------
has the sole discretion to determine the timing and amount of any prepayment.
3. ASSIGNABILITY. The Payee shall not have the right to assign or
otherwise transfer in whole or in part this Note or any of the obligations
evidenced hereby, without the prior written approval of the Company, which
approval will not be unreasonably withheld. As soon as practicable upon the
surrender of this Note following any such approved assignment, together with
written instructions from the assignor and assignee as to issuance of
replacement notes, the Company shall issue a replacement note or notes,
containing the same terms and provisions stated herein, in accordance with such
written instructions.
4. REPLACEMENT. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Note and, if
requested in the case of such loss, theft or destruction, upon delivery of such
indemnity as may be required by the Company or, in the case of any such
mutilation, upon surrender and cancellation of this Note, the Company will issue
a new Note, of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Note.
5. DEFAULTS AND REMEDIES. If one or more of the following events
(each an "Event of Default") shall occur and be continuing:
(a) Default for thirty (30) days after the date due in the payment of
principal of, or interest on, this Note, other than maturity occasioned by
reason of a call for prepayment; or
(b) Default for 30 days after notice in performance of any other
covenant in this Note; or
(c) The Company shall file a petition in bankruptcy, make an
assignment for the benefit of its creditors, or consent to or acquiesce in the
appointment of a receiver for all or a substantial part of its property, or a
petition in bankruptcy or for the appointment of a receiver shall be filed
against the Company and remain unstayed for at least 90 days;
2
<PAGE>
then, in any such event, the holder of this Note may, by written notice to the
Company, declare the principal of this Note immediately due and payable and,
upon such declaration, the maturity of this Note shall accelerate and it shall
become due and payable together with interest from the date of such declaration
at a rate equal to 10% per annum. The holder of this Note shall be entitled to
recover reasonable attorneys' fees and costs incurred in enforcing this Note.
6. NO RECOURSE AGAINST OTHERS. No director, officer, employee or
stockholder of the Company shall have any liability for any obligations of the
Company under this Note or for any claim based on, in respect of, or by reason
of such obligation or its creation. The Payee and any subsequent holder by
accepting this Note and any note issued in replacement hereof waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of this Note and any note in replacement hereof.
7. COMMUNICATIONS AND NOTICES. All communications and notices
provided for in this Note shall be sent by mail to the Payee at 365 Oak Place,
Port Orange, Florida 32127, attention of the President, in the manner provided
for notices of prepayment in Section 2(a) hereof and, if to the Company, at 2180
West State Road 434, Suite 6136, Longwood, Florida 32779, attention of the
President. Any party hereto and any subsequent holder of the Note may from time
to time change its address by written notice to the other parties.
8. GOVERNING LAW; VENUE. This Note shall be construed in accordance
with and governed by the laws of the State of Florida. The sole and exclusive
venue for any action arising out of this Note shall be a state or federal court
situated in Orange County, Florida, and the parties hereby each consent to the
jurisdiction of such court.
IN WITNESS WHEREOF, LA-MAN CORPORATION has caused this Note to be
executed in its corporate name by its President and Chief Executive Officer on
the date and year first above written.
LA-MAN CORPORATION
By: /s/ J. William Brandner
---------------------------------------
J. William Brandner
President and Chief Executive Officer
3
