<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 29, 1998
----------------------------
DISPLAY TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(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.)
5029 Edgewater Drive, Orlando, Florida 32810
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 521-7477
-----------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On December 29, 1998, the Registrant mailed to the registered holders of
its outstanding redeemable common stock purchase warrants (the "Warrants")
notice that the Registrant had elected to exercise its right to call the
Warrants for redemption. A copy of the notice of redemption is filed with this
Report as Exhibit 4.26 . Under the terms of the redemption notice, all Warrants
-------------
not previously exercised will be redeemed by the Company on January 28, 1999 at
the stated redemption price of $.07 per Warrant. Holders of the Warrants have
the right to exercise the Warrants through the close of business on January 27,
1999. Each Warrant entitles its holder, upon payment of the $4.32 exercise
price, to receive one share of common stock, par value $.001 per share, of the
Registrant.
On December 31, 1998, the Registrant entered into an agreement with
SouthTrust Bank, National Association, extending the maturity date of its
$1,500,000 credit line from October 1, 1999 to October 1, 2000. A copy of such
agreement is filed with this Report as Exhibit 10.134.
--------------
On January 5, 1999, La-Man Corporation, a Nevada subsidiary of the
Registrant, entered into a Security Agreement with certain of the Registrant's
lenders, granting the lenders a lien on certain assets of the subsidiary to
secure the Registrant's indebtedness to the lenders. A copy of such agreement
is filed with this Report as Exhibit 10.135.
--------------
On January 4, 1999, the Registrant and Peter D. Mathews, the successor to
Mathews, Holmquist & Associates, Inc. (the "Underwriter"), entered into an
amendment to the January 4, 1994 Unit Purchase Option between the Registrant and
the Underwriter extending the expiration date of the Unit Purchase Option from
January 4, 1999 to February 1, 1999. The Unit Purchase Option grants Mathews as
the holder the right to purchase 35,887 units (each unit comprised of two shares
of Registrant's common stock and two common stock purchase warrants exercisable
at the price of $4.75 per share). The option price for each unit is $6.85.
Assuming the full exercise of the Unit Purchase Option and the warrants issuable
upon such exercise, Mathews would acquire an aggregate of 143,548 newly issued
shares of the Registrant's common stock for total consideration of $586,752.45.
A copy of the Unit Purchase Option Amendment is filed with this Report as
Exhibit 10.136.
- --------------
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
4.24 Amendment No. 4 to Warrant Agreement, dated as of March 20,
1998, between Registrant and Continental Stock Transfer &
Trust Company, as Warrant Agent
4.25 Amendment No. 5 to Warrant Agreement, dated as of November 4,
1998, between Registrant and Continental Stock Transfer &
Trust Company, as Warrant Agent
4.26 Redemption Notice to Warrant Holders dated December 29, 1998
2
<PAGE>
10.134 Promissory Note and Mortgage Modification Agreement dated as
of December 31, 1998, by Registrant, Don Bell Industries,
Inc., Vision Trust Marketing, Inc., Don Bell Industries of
Nevada, Inc., La-Man Corporation, Nevada SEMCO, Inc., J.M.
Stewart Corporation, J.M. Stewart Industries, Inc., and
Certified Maintenance Service, Inc. to and for the benefit of
SouthTrust Bank, National Association
10.135 Security Agreement dated January 5, 1999 between La-Man
Corporation and Renaissance Capital Growth & Income Fund III,
Inc. and Renaissance US Growth & Income Trust PLC
10.136 Unit Purchase Option Amendment dated as of January 4, 1999
between Registrant and Peter D. Mathews
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
DISPLAY TECHNOLOGIES, INC.
(Registrant)
Date: January 14, 1999 By: /s/ Marshall S. Harris
-------------------------------
Marshall S. Harris
Vice President, Secretary and
General Counsel
3
<PAGE>
EXHIBIT 4.24
AMENDMENT NO. 4 TO WARRANT AGREEMENT
This Amendment No. 4 to Warrant Agreement, dated as of March 20, 1998
("Amendment"), by and between LA-MAN CORPORATION, a Nevada corporation (the
"Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
(the "Warrant Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Warrant Agent are parties to a Warrant
Agreement dated as of January 6, 1994, as amended by Amendment No. 1 thereto
dated as of December 8, 1995, Amendment No. 2 thereto dated as of January 10,
1997, and Amendment No. 3 thereto dated as of May 27, 1997 (as amended, the
"Warrant Agreement"), in connection with up to 713,000 Common Stock Purchase
Warrants ("Warrants") registered under the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-1 (Registration No. 33-54230), as
amended by post-effective amendment nos. 1-7 thereto (the "Registration
Statement"), initially declared effective by the Securities and Exchange
Commission on January 6, 1994; and
WHEREAS, pursuant to the Warrant Agreement the Warrant Agent acts on behalf
of the Company in connection with transfer, exchange and redemption of the
Warrants, the issuance of certificates representing the Warrants ("Warrant
Certificates"), the exercise of the Warrants and the rights of the holders
thereof; and
WHEREAS, the Company has determined to extend the expiration date of the
Warrants; and
WHEREAS, the Company and the Warrant Agent desire to amend the terms of the
Warrant Agreement in order to conform the terms and provisions thereof to the
modification of the expiration date of the Warrants;
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, and for the purpose of amending certain terms and
provisions of the Warrants and the Warrant Certificates and the respective
rights and obligations of the Company, the holders of the Warrant Certificates
and the Warrant Agent, the Company and the Warrant Agent hereby agree as
follows:
1. DEFINITIONS. Unless otherwise defined in this Amendment, capitalized terms
used herein shall have the meanings ascribed to them in the Warrant Agreement.
<PAGE>
2. AMENDMENT TO WARRANT AGREEMENT. The definition of "Warrant Expiration
Date" contained in Section 1(j) of the Warrant Agreement is hereby amended by
deleting such definition in its entirety and substituting the following in lieu
thereof:
"(j) "Warrant Expiration Date" shall mean 5:00 P.M. (New York time)
on December 31, 1998, or the Redemption Date as defined in Section 8,
whichever is earlier; provided that if such date shall in the State of New
York be a holiday or day on which banks are authorized to close, then 5:00
P.M. (New York time) on the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close. The
Company shall have the right to extend the expiration date of the
Warrants."
3. SURVIVAL OF WARRANT AGREEMENT. Except as hereinabove amended, all terms
and provisions of the Warrant Agreement shall remain in full force and effect
following the execution and delivery of this Amendment.
4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Nevada, without reference to the
principles of conflict of laws thereof.
5. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of the Company and the Warrant Agent and their respective successors and
assigns and the holders from time to time of the Warrant Certificates. Nothing
in this Amendment is intended or shall be construed to confer upon any other
person any right, remedy or claim, in equity or at law, or to impose upon any
other person any duty, liability or obligation.
6. COUNTERPARTS. This Amendment may be executed in counterparts, which taken
together shall constitute a single document.
IN WITNESS WHEREOF, the Company and the Warrant Agent have caused this
Amendment to be duly executed as of the date first above written.
LA-MAN CORPORATION CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Warrant Agent
By: /s/ J. William Brandner By: /s/ William F. Seegraber
----------------------- ------------------------
J. William Brandner Name: William F. Seegraber
President Title: Vice President
2
<PAGE>
EXHIBIT 4.25
AMENDMENT NO. 5 TO WARRANT AGREEMENT
This Amendment No. 5 to Warrant Agreement, dated as of November 4, 1998,
("Amendment"), by and between DISPLAY TECHNOLOGIES, INC. (fka La-Man
Corporation), a Nevada corporation (the "Company"), and CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Warrant Agent are parties to a Warrant
Agreement dated as of January 6, 1994, as previously amended by Amendment Nos. 1
through 3 (as previously amended, the "Warrant Agreement"), in connection with
up to 713,000 Common Stock Purchase Warrants ("Warrants") registered under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-1 (Registration No. 33-54230), as amended by post-effective amendments (the
"Registration Statement"), initially declared effective by the Securities and
Exchange Commission on January 6, 1994; and
WHEREAS, pursuant to the Warrant Agreement the Warrant Agent acts on behalf
of the Company in connection with transfer, exchange and redemption of the
Warrants, the issuance of certificates representing the Warrants ("Warrant
Certificates"), the exercise of the Warrants and the rights of the holders
thereof; and
WHEREAS, the Company has determined to extend the expiration date of the
Warrants; and
WHEREAS, the Company and the Warrant Agent desire to amend the terms of the
Warrant Agreement in order to conform the terms and provisions thereof to the
modification of the expiration date of the Warrants;
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, and for the purpose of amending certain terms and
provisions of the Warrants and the Warrant Certificates and the respective
rights and obligations of the Company, the holders of the Warrant Certificates
and the Warrant Agent, the Company and the Warrant Agent hereby agree as
follows:
1. DEFINITIONS. Unless otherwise defined in this Amendment, capitalized terms
used herein shall have the meanings ascribed to them in the Warrant Agreement.
2. AMENDMENT TO WARRANT AGREEMENT. The definition of "Warrant Expiration
Date" contained in Section 1(j) of the Warrant Agreement is hereby amended by
deleting such definition in its entirety and substituting the following in lieu
thereof:
<PAGE>
"(j) "Warrant Expiration Date" shall mean 5:00 P.M. (New York time) on
June 30, 1999, or the Redemption Date as defined in Section 8, whichever is
earlier; provided that if such date shall in the State of New York be a
holiday or day on which banks are authorized to close, then 5:00 P.M. (New
York time) on the next following day which in the State of New York is not
a holiday or a day on which banks are authorized to close. The Company
shall have the right to extend the expiration date of the Warrants."
3. SURVIVAL OF WARRANT AGREEMENT. Except as hereinabove amended, all terms
and provisions of the Warrant Agreement shall remain in full force and effect
following the execution and delivery of this Amendment.
4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Nevada, without reference to the
principles of conflict of laws thereof.
5. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of the Company and the Warrant Agent and their respective successors and
assigns and the holders from time to time of the Warrant Certificates. Nothing
in this Amendment is intended or shall be construed to confer upon any other
person any right, remedy or claim, in equity or at law, or to impose upon any
other person any duty, liability or obligation.
6. COUNTERPARTS. This Amendment may be executed in counterparts, which taken
together shall constitute a single document.
IN WITNESS WHEREOF, the Company and the Warrant Agent have caused this
Amendment to be duly executed as of the date first above written.
DISPLAY TECHNOLOGIES, INC. CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent
By: /s/ J. William Brandner By: /s/ William F. Seegraber
----------------------- ------------------------
J. William Brandner Name: William F. Seegraber
President Title: Vice President
2
<PAGE>
EXHIBIT 4.26
[LETTERHEAD OF DISPLAY TECHNOLOGIES, INC. APPEARS HERE]
December 29, 1998
TO REGISTERED HOLDERS OF DISPLAY TECHNOLOGIES, INC.
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
ISSUED JANUARY 13, 1994 (THE "WARRANTS"):
Pursuant to Section 8 of the Warrant Agreement, as amended (the "Warrant
Agreement"), between the Company and Continental Stock Transfer & Trust Company,
as warrant agent (the "Warrant Agent"), the Company has the right, on not less
than 30 days' notice given at any time during which the Warrants are
outstanding, to redeem all but not less than all of the Warrants at a redemption
price of $0.07 per Warrant, provided the fair market value of the Company's
Common Stock exceeds $5.83 per share for 20 consecutive business days ending
within 15 days prior to the date of notice of redemption.
Effective at the close of business on December 28, 1998, the Company
satisfied the conditions stated above for redemption of the Warrants.
Accordingly, you are hereby notified that the Company intends to redeem the
Warrants on the following terms:
1. The redemption price is $0.07 per Warrant (the "Redemption Price").
2. The date fixed for redemption is January 28, 1999 (the "Redemption
Date").
3. Warrant Certificates are to be delivered to, and the Redemption Price
will be receivable from, the Warrant Agent at the following address:
Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
4. The right to exercise the Warrants will terminate at 5:00 p.m. (New York
Time) on January 27, 1999, the business day immediately preceding the
Redemption Date. The Warrant Agent will assist registered Warrant
holders who wish to exercise their Warrants prior to the Redemption
Date.
5. Warrants may be exercised by tendering Warrant Certificates, together
with cash or check in the amount of the exercise price ($4.32 per
Warrant) to the Warrant Agent. Upon exercise, holders will receive one
share of the Company's common stock, par value $.001 per share, for each
Warrant exercised.
<PAGE>
6. On and after the Redemption Date, holders of the Warrants will have no
further rights except to receive, upon surrender of their Warrants, the
Redemption Price.
7. From and after the Redemption Date, the Company will cause the Warrant
Agent, at the foregoing address of the Warrant Agent, upon presentation
and surrender to the Warrant Agent by or on behalf of the registered
holder of one or more Warrants to be redeemed, to deliver or cause to be
delivered to or upon the written order of such holder a sum in cash or
by check equal to the Redemption Price of each such Warrant.
8. From and after the Redemption Date, and upon the deposit or setting
aside by the Company of a sum sufficient to redeem all of the Warrants,
the Warrants will expire and become void and all rights under the
Warrant Agreement and under the Warrant Certificates, except for the
right to receive payment of the Redemption Price, will cease.
Very truly yours,
/s/ J. William Brandner
-------------------------------------
J. William Brandner
President and Chief Executive Officer
<PAGE>
EXHIBIT 10.134
This instrument prepared by
and return after recording to:
Larry R. Stout
Post Office Box 15200
Daytona Beach, Florida 32115
PROMISSORY NOTE AND MORTGAGE
MODIFICATION AGREEMENT
THIS AGREEMENT entered into as of December 31, 1998, by and between SouthTrust
Bank, National Association, whose mailing address is 100 East New York Avenue,
DeLand, Florida 32724 (hereinafter referred to as the "Mortgagee"), and Display
Technologies, Inc., a Nevada corporation (formerly known as La-Man Corporation,
a Nevada corporation) and Don Bell Industries, Inc., a Florida corporation
(hereinafter collectively referred to as "Mortgagors"), whose mailing address is
5029 Edgewater Drive, Orlando, Florida 32810 and 365 Oak Place, Port Orange,
Florida 32127, respectively.
WHEREAS, the Mortgagors executed and delivered certain promissory notes,
real estate mortgages, and related loan documents particularly described below
in favor of the Mortgagee, as follows:
A. That certain revolving line-of-credit promissory note heretofore
executed in favor of the Mortgagee from the Mortgagor, La-Man Corporation, in
the original principal sum of $1,300,000 dated as of August 1, 1997 (the
"$1,300,000 Note") secured by a mortgage and security agreement of even
effective date therewith in favor of the Mortgagee and recorded September 2,
1997 in Official Records Book 4230 at Page 4153, Public Records of Volusia
County, Florida; (the "August 1, 1997 loan"); and
B. That certain revolving line-of-credit promissory note heretofore
executed in favor of the Mortgagee from the Mortgagor, La-Man Corporation, in
the original principal sum of up to $200,000 dated as of November 11, 1998 (the
"$200,000 Note") secured by that second mortgage dated November 11, 1998 and
recorded December 1, 1998 in Official Records Book 4372 at Page 4024, Public
Records of Volusia County, Florida; (the "November 11, 1998 loan") and
C. Together with any and all other documents, guaranties, mortgagee title
policies and endorsements, instruments, or certificates evidencing, or otherwise
relating to, securing payment of, or pertaining to the August 1, 1997 loan and
the November 11, 1998 loan.
The instruments and documents listed in Recitals A through C are herein referred
to in the aggregate as the Loan Documents.
WHEREAS, the payment and performance of the $1,300,000 Note and the
$200,000 Note is guaranteed by Don Bell Industries, Inc., a Florida corporation;
Don Bell Industries of Nevada, Inc.,
Page 1
<PAGE>
a Nevada corporation; Nevada SEMCO, Inc., a Nevada corporation; J. M. Stewart,
Corporation, a Florida corporation; J. M. Stewart Industries, Inc., a Florida
corporation; Certified Maintenance Service, Inc., a Florida corporation; and
Vision Trust Marketing, Inc., a Florida corporation; all jointly and severally;
and
WHEREAS, with the name change of the Mortgagor, Display Technologies, Inc.,
as stated above, a newly formed subsidiary of said Mortgagor named "La-Man
Corporation", was recently incorporated in the State of Nevada, and said
corporation will be added as a guarantor in the Loan Documents by this
instrument as fully and completely as if originally included with the other
guarantors named above; and
WHEREAS, the parties hereto wish to extend the final maturity dates of the
$1,300,000 Note and the $200,000 Note from October 1, 1999 to October 1, 2000.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration in hand paid by each party to the other, the receipt of
which is hereby acknowledged, and in further consideration of the covenants
herein contained to be performed, the parties hereto covenant and agree as
follows:
1. The parties agree and understand that the final maturity date of the
$1,300,000 Note and the $200,000 Note is extended from October 1, 1999 to
October 1, 2000.
2. La-Man Corporation, a Nevada corporation, as the newly formed subsidiary of
the Mortgagor, Display Technologies, Inc., hereby joins in and consents to its
inclusion s a Guarantor (as that terms is used and defined in the Loan
Documents) by this instrument as fully and completely as if originally included
with the other Guarantors named above in all of the Loan Documents, intending to
be fully bound by all such provisions.
3. Except for the extension of the maturity dates of the $1,300,000 Note and
the $200,000 Note as provided above, all other terms, provisions, obligations
and covenants of the aforesaid Loan Documents are hereby ratified, confirmed,
and acknowledged by the Mortgagor to be in full force and effect, and no
provision of this Agreement, shall be deemed or construed to impair the security
or lien of the Loan Documents or impair any rights, powers or remedies which the
Mortgagee may have in the event of any default under the $1,300,000 Note, the
$200,000 Note, the Loan Documents, or any related security instrument. It is
further certified by the Mortgagor that it is the owner of all of the real
property encumbered by the lien of the Loan Documents held by the Mortgagee and
that there are no claims or liens against said mortgaged real property except
taxes for the year 1999 which are not due nor delinquent. The Mortgagor has no
defense, counterclaim or setoff to the indebtedness owed under the $1,300,000
Note or the $200,000 Note or any instrument securing payment of the same
contained in the Loan Documents or in this Agreement.
Page 2
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto executed this instrument on the
respective dates shown below as of December 31, 1998.
WITNESSES: MORTGAGEE:
- ----------------------------------- SouthTrust Bank, National Association:
Signature of first witness
By: /s/ Michael J. Opalewski
- ----------------------------------- ------------------------------------
Printed name of first witness Michael J. Opalewski
Executive Vice President
- -----------------------------------
Signature of second witness
- -----------------------------------
Printed name of second witness
WITNESSES: MORTGAGORS:
- ----------------------------------- Display Technologies, Inc.:
Signature of first witness
By: /s/ J. William Brandner
- ----------------------------------- ------------------------------------
Printed name of first witness J. William Brandner, Its President
Don Bell Industries, Inc.:
- -----------------------------------
Signature of second witness
By: /s/ J. William Brandner
- ----------------------------------- ------------------------------------
Printed name of second witness J. William Brandner, Its Vice President
CONSENT AND JOINDER OF GUARANTORS
Each of the undersigned Guarantors consents to and joins in the extension of the
maturity date of $1,300,000 Note and the $200,000 Note from October 1, 1999 to
October 1, 2000 as set forth in the foregoing instrument.
WITNESSES as to all Guarantors: GUARANTORS:
Vision Trust Marketing, Inc.
- -----------------------------------
Signature of first witness
By: /s/ J. William Brandner
- ----------------------------------- ------------------------------------
Printed name of first witness J. William Brandner, Its President
Don Bell Industries of Nevada, Inc.
- -----------------------------------
Signature of second witness
By: /s/ J. William Brandner
- ----------------------------------- ------------------------------------
Printed name of second witness J. William Brandner, Its Vice President
Page 3
<PAGE>
GUARANTORS (CONTINUED):
La-Man Corporation Nevada SEMCO, Inc.
By: /s/ J. William Brandner By: /s/ J. William Brandner
------------------------------- ------------------------------------
J. William Brandner J. William Brandner, Its Vice President
Its Chairman
J. M. Stewart Industries, Inc. J. M. Stewart, Corporation
By: /s/ J. William Brandner By: /s/ J. William Brandner
------------------------------- ------------------------------------
J. William Brandner, J. William Brandner, Its Vice President
Its Vice President
Certified Maintenance Service, Inc.
By: /s/ J. William Brandner
-------------------------------
J. William Brandner
Its Vice President
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me on December 31, 1998 by J.
William Brandner as the:
(1) President of Display Technologies, Inc., a Nevada corporation;
(2) President of Vision Trust Marketing, Inc., a Florida corporation;
(3) Vice President of Don Bell Industries, Inc., a Florida corporation;
(4) Vice President of Don Bell Industries of Nevada, Inc., a Nevada
corporation;
(5) Vice President of Nevada SEMCO, Inc., a Nevada corporation;
(6) Vice President of J. M. Stewart, Corporation, a Florida corporation;
(7) Vice President of Certified Maintenance Service, Inc., a Florida
corporation;
(8) Vice President of J. M. Stewart Industries, Inc., a Florida corporation;
and
(9) Chairman of La-Man Corporation, a Nevada corporation;
on behalf of each corporation. He is (check one) [_] personally known to me
or [_] has produced his Florida driver's license as identification.
- -----------------------------------------
Notary Public, State of Florida at Large
Page 4
<PAGE>
STATE OF FLORIDA
COUNTY OF VOLUSIA
The foregoing instrument was acknowledged before me on _____________________ by
Michael J. Opalewski as Executive Vice President of SouthTrust Bank, National
Association, on behalf of the national banking association. He is (check one)
[_] personally known to me or [_] has produced his Florida driver's license
as identification.
- -----------------------------------------
Notary Public, State of Florida at Large
Page 5
<PAGE>
EXHIBIT 10.135
SECURITY AGREEMENT
------------------
This SECURITY AGREEMENT is made and entered into as of this 5th day of
January, 1999, between LA-MAN CORPORATION, a Nevada corporation ("La-Man"), and
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC. and RENAISSANCE US GROWTH &
INCOME TRUST PLC (each a "Lender" and collectively, the "Lenders"). Capitalized
terms used herein, unless otherwise defined herein, have the definitions given
them in the Loan Agreement (as defined below).
WHEREAS, Lenders, Renaissance Capital Group, Inc. (the "Agent") and the
parent of La-Man, have entered into a Convertible Loan Agreement dated March 2,
1998 (the "Loan Agreement"), pursuant to which Lenders will lend to the parent
of La-Man the aggregate principal amount of $3,500,000 evidenced by the parent
of La-Man's 8.75% Convertible Debentures dated March 2, 1998 (the "Debentures");
WHEREAS, to satisfy covenants of the Loan Agreement, Lenders require that
La-Man grant a security interest in its assets as collateral for such Loan;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereto and hereby agree as follows:
1. Grant of Security Interest. In order to secure payment when due of
--------------------------
all obligations arising under the Loan Agreement and the Debentures and
all other indebtedness of the Borrower to the Lenders, whether pursuant
to subsequently-issued debentures or otherwise (the "Obligations"), now
existing or hereafter incurred, La-Man hereby irrevocably grants to
Lenders a continuing security interest in the following property of La-
Man (the "Collateral"), whether now owned or existing, or hereafter
acquired, owned, existing or arising (whether by contract or operation
by law), and wherever located, which shall be retained by Lenders until
the Obligations have been paid in full and the Loan Agreement has been
terminated; provided, however, that the security interest in certain of
the Collateral will be subordinate to existing security interests
previously granted to SouthTrust Bank, National Association:
a. All accounts, contract rights, chattel paper and rights of payment
of every kind (collectively, "Accounts") and instruments and general intangibles
of La-Man.
b. All bank accounts of La-Man.
c. All monies, residues and property of any kind, now or at any time
or times hereafter, in the possession or under the control of Lenders, Agent or
a bailee of Lenders.
<PAGE>
d. All licenses, patents, patent applications, copyrights,
trademarks, trademark applications, trade names, assumed names, service marks
and service mark applications of La-Man.
e. All inventory, equipment (including any and all computer hardware
and components), machinery and fixtures of La-Man in all forms and wherever
located, and all parts and products thereof, all accessories thereto, and all
documents therefor.
f. All books and records (including, without limitation, customer
lists, credit files, tapes, ledger cards, computer software and hardware,
electronic data processing software, computer programs, printouts and other
computer materials and records) of La-Man evidencing or containing information
regarding or otherwise pertaining to any of the foregoing.
g. All accessories to, substitutions for and all replacements,
products and proceeds of the foregoing, including, without limitation, proceeds
of insurance policies insuring the Collateral (including, but not limited to,
claims paid and premium refunds).
2. Insurance on Collateral. La-Man further warrants and agrees that in
-----------------------
each case where the terms of any such Accounts require La-Man or the
account debtor named in such Account to place or carry insurance in
respect of the property to which such Account relates, La-Man or the
account debtor will pay for and maintain such insurance.
3. Delivery of Receivables. Upon Lenders' or Agent's request, upon the
-----------------------
occurrence of an Event of Default, La-Man will, at any reasonable time
and at La-Man's own expense, physically deliver to Lenders or Agent all
Accounts assigned to Lenders at any reasonable place or places
designated by Lenders or Agent. Failure to deliver any Account, or
failure to deliver physical possession of any instruments, documents or
writings in respect of any Account shall not invalidate Lenders' Lien
and security interest therein, except to the extent that possession may
be required by applicable law for the perfection of said Lien or
security interest, in which latter case, the Account shall be deemed to
be held by La-Man as the custodian agent of Lenders, for the benefit of
Lenders. Failure of Lenders or Agent to demand or require La-Man to
include any Account in any schedule, to execute any schedule, to assign
and deliver any schedule or to deliver physical possession of any
instruments, documents or writings related to any Account shall not
relieve La-Man of its duty so to do.
4. Collection of Receivables. La-Man hereby agrees that it shall use
-------------------------
commercially reasonable efforts, at its sole cost and expense and in its
own name, to promptly and diligently collect and enforce payment of all
Accounts and La-Man will defend and hold Lenders harmless from any and
all loss, damage, penalty, fine or expense arising from such collection
or enforcement.
5. Financing Statements. La-Man agrees to execute all financing
--------------------
statements and amendments thereto as Lenders or Agent may request from
time to time to evidence the security interest granted to Lenders
hereunder and will pay all filing fees and
2
<PAGE>
taxes, if any, necessary to effect the filing thereof. Wherever
permitted by law, La-Man authorizes Lenders or Agent to file financing
statements with respect to the Collateral without the signature of La-
Man. Without the written consent of Lenders or Agent, La-Man will not
allow any financing statement or notice of assignment to be on file in
any public office covering any Collateral, proceeds thereof or other
matters subject to the security interest granted to Lenders herein,
unless such financing statement relates to a Permitted Lien.
6. Lenders' Payment of Claims. Lenders may, in their sole discretion,
--------------------------
discharge or obtain the release of any security interest, lien, claim or
encumbrance asserted by any Person against the Collateral, other than a
Permitted Lien. All sums paid by Lenders in respect thereof shall be
payable, on demand, by La-Man to such Lenders and shall be a part of the
Obligations.
7. Default and Remedies.
--------------------
a. La-Man shall be in default hereunder upon the occurrence of an
Event of Default, as set forth in the Loan Agreement.
b. Upon the occurrence of any Event of Default which shall be
continuing, (i) unless Lenders or Agent shall elect otherwise, the entire unpaid
amount of due under the Continuing Guaranty as are not then otherwise due and
payable shall become immediately due and payable without notice to La-Man or
demand by Lenders or Agent and (ii) any of Lenders or Agent may at its or their
option exercise from time to time any and all rights and remedies available to
them under the Uniform Commercial Code or otherwise, including the right to
foreclose or otherwise realize upon the Collateral and to dispose of any of the
Collateral at one or more public or private sales or other proceedings, and La-
Man agrees that any of Lenders, Agent or their nominee may become the purchaser
at any such sale or sales. La-Man agrees that ten (10) days shall be reasonable
prior notice of the date of any public sale or other disposition of the same may
be made. All rights and remedies granted Lenders hereunder or under any other
agreement between Lenders and La-Man shall be deemed concurrent and cumulative
and not alternative, and Lenders, or Agent on their behalf, may proceed with any
number of remedies at the same time or at different times until all the
Obligations are fully satisfied. The exercise of any one right or remedy shall
not be deemed a waiver or release of or an election against any other right or
remedy. La-Man shall pay to Lenders or Agent on demand any and all expenses
(including reasonable attorneys' fees and legal expenses) which may have been
incurred by Lenders or Agent (i) in the prosecution or defense of any action
growing out of or connected with the subject matter of this Agreement, the
Continuing Guaranty, the Collateral or any of Lenders' rights therein or
thereto; or (ii) in connection with the custody, preservation, use, operation,
preparation for sale or sale of the Collateral, the incurring of all of which
are hereby authorized to the extent Lenders or Agent deem the same advisable.
La-Man's liability to Lenders or Agent for any such payment shall be included in
the Obligations. The proceeds of any Collateral received by Lenders or Agent at
any time before or after default, whether from a sale or other disposition of
Collateral or otherwise, or the Collateral itself, may be applied to the payment
in full or in part of such of the Obligations and in such order and manner as
Lenders or Agent may elect.
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<PAGE>
8. Representations and Covenants of La-Man. La-Man hereby represents
---------------------------------------
to and agrees with Lenders as follows:
a. Except as referred to in Section 1, La-Man owns the Collateral as
sole owner, free and clear of any Liens.
b. So long as any amounts due pursuant to the Loan Agreement remain
unpaid, La-Man agrees not to sell, assign or transfer the Collateral and to
maintain it free and clear of any Liens.
9. Miscellaneous.
-------------
a. This Agreement shall bind and inure to the benefit of the parties
and their respective heirs, personal representatives, successors and assigns,
except that La-Man shall not assign any of its rights hereunder without Lenders'
and Agent's prior written consent.
b. Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without affecting the validity or
enforceability of the remainder of this Agreement or the validity or
enforceability of such provision in any other jurisdiction.
c. All issues arising hereunder shall be governed by the laws of the
State of Texas.
d. La-Man hereby consents to the jurisdiction of the courts of the
State of Texas in any action or proceeding which may be brought against it under
or in connection with this Agreement or any transaction contemplated hereby or
to enforce any agreement contained herein, and in the event any such action or
proceeding shall be brought against it, La-Man agrees not to raise any objection
to such jurisdiction or to the laying of venue in Dallas County, Texas or, if
applicable, any other county in any state in which Collateral is located.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
and year written above.
LA-MAN:
LA-MAN CORPORATION
By: /s/ J. William Brandner
--------------------------------
J. William Brandner, Chairman
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<PAGE>
LENDERS:
RENAISSANCE CAPITAL GROWTH & INCOME
FUND III, INC.
By: /s/ Robert C. Pearson
--------------------------------
Name: Robert C. Pearson
-------------------------------
Title: Senior Vice President
---------------------------
RENAISSANCE US GROWTH & INCOME
TRUST, PLC
By: Renaissance Capital Group, Inc.,
Investment Manager
By: Robert C. Pearson
---------------------------
Name: Robert C. Pearson
----------------------
Title: Senior Vice President
----------------------
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<PAGE>
EXHIBIT 10.136
UNIT PURCHASE OPTION AMENDMENT
This Unit Purchase Option Amendment ("Amendment") is made and entered into
as of January 4, 1999, between DISPLAY TECHNOLOGIES, INC., a Nevada corporation
(fka La-Man Corporation) (the "Company"), and PETER D. MATHEWS, an individual
residing at 6802 Dovre Drive, Edina, Minnesota 55436 ("Mathews").
RECITALS:
A. Pursuant to a January 6, 1994 Unit Purchase Option (the "Option") the
Company granted to Mathews, Holmquist & Associates, Inc. ("MHA") the option
(adjusted for certain stock dividends paid by the Company in 1996, 1997 and
1998) to purchase, for $6.74 (the "Option Price") per unit ("Unit(s)"), 35,887
Units (each Unit comprised of two (2) shares of the Company's common stock and
two (2) common stock purchase warrants ("Warrants") exercisable at the price of
$4.68 per share (the "Warrant Exercise Price");
B. The Units granted under the Option entitle the lawful holder of the
Option, upon exercise in full of the Option, to acquire an aggregate of (i)
71,774 shares of Common Stock and (ii) 71,774 Warrants exerciseable at the
Warrant Exercise Price;
C. Subsequent to the grant of the Option, MHA filed for bankruptcy
protection under the federal bankruptcy laws;
D. Pursuant to an agreement dated as of December 29, 1998 between the
Trustee in Bankruptcy for MHA and Mathews, which agreement was approved by order
of the United States Bankruptcy Court, District of Minnesota (a copy of which
agreement and order are attached as Exhibit A and incorporated by reference in
---------
this Agreement), Mathews was granted the sole and exclusive right to exercise
the Option as the successor to MHA;
E. Mathews has notified the Company that he intends to exercise the
Option in full, but has requested that the Company agree to extend the
expiration date of the Option and the Warrants from January 6, 1999 to February
1, 1999, and the Company is agreeable to doing so on the following terms and
conditions:
NOW, THEREFORE, the Company and Mathews agree as follows:
1. ADJUSTMENT OF OPTION PRICE. The Option is hereby amended by increasing the
Option Price from $6.76 per Unit to $6.85 per Unit.
<PAGE>
2. EXTENSION OF OPTION AND WARRANTS. Subject to the receipt by the Company of
$13,700 in partial exercise of the Option (2,000 Units), the Option is further
amended by extending the expiration date of the Option and the Warrants from
January 6, 1999 to the close of business on February 1, 1999.
3. ADJUSTMENT OF WARRANT EXERCISE PRICE. Effective simultaneously with
extension of the expiration dates of the Option and the Warrants, the Warrant
Exercise Price shall be increased from $4.68 per Warrant to $4.75 per Warrant.
4. ENTIRE AGREEMENT. This Amendment and the Option, as amended hereby,
represent the entire agreement, arrangement and understanding between the
Company and Mathews with respect to the subject matter hereof and supersede and
negate any and all other such agreements, arrangements and understandings.
5. MATHEWS REPRESENTATION. Mathews represents and warrants to the Company
that he is the sole and exclusive owner of the Option and the securities
underlying the Option, that no other person, corporation or other entity has any
exercise or other rights with respect to the Option or such securities, and that
he has all requisite power and authority to exercise the Option and the
Warrants.
6. GOVERNING LAW. This Amendment is to be governed by and construed and
interpreted in accordance with the laws of the State of Florida without giving
effect to the conflicts of law principles thereof.
IN WITNESS WHEREOF, Display Technologies, Inc. and Peter D. Mathews have
executed this Amendment as of the date first above stated.
DISPLAY TECHNOLOGIES, INC.
/s/ J. William Brandner
-------------------------------------
J. William Brandner
President and Chief Executive Officer
/s/ Peter D. Mathews
-------------------------------------
PETER D. MATHEWS
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<PAGE>
ACKNOWLEDGMENT
--------------
STATE OF MINNESOTA )
) ss.:
COUNTY OF _________ )
The foregoing instrument was acknowledged before me this 8th day of
January, 1999, by PETER D. MATHEWS. He is personally known to me or has
produced [driver's license] as identification and (did/did not) take an oath.
/s/
--------------------------------------
Name:
---------------------------------
Notary Public - State of Minnesota
My Commission Expires:
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