UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) April 6, 1998
---------------
(December 2, 1997)
- -----------------
COMTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Mexico 0-12116 75-2456757
---------- ------- ----------
(State or other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
Of Incorporation)
9350 East Arapahoe Road, Suite 340, Englewood, Co. 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 662-
1198
This Document consists of 17 pages
<PAGE>
Item 5: Other Items
Organization of New Subsidiary
On December 2, 1997 the Company organized a new wholly owned
subsidiary, "Custom Concepts, Inc.", a Colorado Corporation.
Custom Concepts, Inc. has no operations or significant assets.
Change of Name of Subsidiary
On January 14, 1998 the Company changed the name of its wholly
owned subsidiary, CTI Real Estate, Inc., a Colorado Corporation, to
"AmNet Resources, Inc." AmNet Resources, Inc. has no operations or
significant assets.
Item 9: Issuance of Securities Pursuant to Regulation S Exemption
Issuance of Convertible Debt Financing and Subsequent Conversion of
Convertible Debt Financing to Equity
As was reported on an 8-K filed December 29, 1997, the Company
issued convertible debt financing instruments totaling One Million
Six Hundred Thousand Dollars ($1,600,000) of convertible debt
financing to certain shareholders of Geneva Reinsurance Company,
Ltd., a corporation organized outside of the United States of
America, whose shareholders are not residents of the United States
of America. The debt financing was incurred to finance the initial
acquisition of certain Specialized Mobile Radio assets from
Centennial Communications, Inc. The terms of the convertible debt
financing are, maturity date: December 31, 2000, interest at 12%
per annum due on December 31, 2000, and a conversion feature
effective after January 31, 1998, allowing the holders of the debt
to convert said debt into equity at the rate of ten units, each
unit consisting of one share of .001 par value common stock of the
Company and one warrant to purchase one share of .001 par value
common stock at a price of $2.90 per share, per one dollar of debt
converted. Accrued interest would be forfeited upon conversion to
equity. The Company has thirty one days from the date of notice of
intent of the debt holder to convert in which to prepay the debt
together with accrued interest thereon, if such debt is so prepaid,
the holder's conversion right is terminated. The convertible debt
is subordinated to all indebtedness of the Company to banks and
financial institutions whether incurred prior to or subsequent to
the convertible debt. The transaction took place outside of the
United States of America on Grand Cayman, British West Indies, with
entities that are not residents of the United States of America
pursuant to exemption from registration provided by Regulation S.
No underwriter was involved in the transaction and no cash
commissions or discounts were paid by the Company.
On March 23, 1998 ComTec International, Inc. (the "Company")
converted convertible debt financing instruments totaling One
Million Six Hundred Thousand Dollars ($1,600,000) of convertible
debt financing described above into equity by issuing 15,999,998
shares of the .001 par value common stock of the Company and
15,999,998 warrants to purchase an additional 15,999,998 shares of
the .001 par value common stock of the Company in conversion of a
total of $1,600,000 in convertible debt financing instruments
originally issued to certain shareholders of Geneva Reinsurance
Company, Ltd., a corporation organized outside of the United States
of America, whose shareholders are not residents of the United
States of America. All of the warrants are exercisable at any time
during a three year period following issuance of the warrants at an
exercise price of $2.90 per share. The originating transaction took
place outside of the United States of America on Grand Cayman,
British West Indies, with entities which are not residents of the
United States of America pursuant to exemption from registration
provided by Regulation S. No underwriter was involved in the
transaction and no cash commissions or discounts were paid by the
Company.
The following table sets forth the issuance of shares pursuant to
Regulation S exemption from registration as described above.
2
<PAGE>
3/23/98 issue of .001 par value common stock in exchange for
$1,600,000 Debenture Conversion
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME PER NUMBER OF CASH PAID TO OTHER NONCASH
SHARE
OFFER
SOLD: PRICE SHARES COMPANY CONSIDERATION
----- --------- ---------- -------------
<S> <S> <C> <C> <C> <C>
3/23/98 AFCT limited $0.10 3,104 $310
3/23/98 April Gold Inc. $0.10 485,517 $48,552
3/23/98 Aqua Ltd. $0.10 9,195 $920
3/23/98 Buckingham Limited $0.10 121,724 $12,172
3/23/98 Caribbean Ventures Ltd. $0.10 4,822 $482
3/23/98 Carmel International Ltd. $0.10 6,897 $690
3/23/98 Creative Marketing and
Management Services Inc. $0.10 441,379 $44,138
3/23/98 Crem Ltd. $0.10 4,400 $440
3/23/98 Crystal Valley Limited $0.10 6,008 $601
3/23/98 Delabar Limited $0.10 104,828 $10,483
3/23/98 Eagle Leasing Ltd. $0.10 1,470,000 $147,000
3/23/98 Equity Capital Alliance $0.10 28,935 $2,894
3/23/98 F.U.S.T.A. Ltd. $0.10 472,031 $47,203
3/23/98 Fibeon Pengyu Ltd. $0.10 17,759 $1,776
3/23/98 Freden International Ltd. $0.10 2,943 $294
3/23/98 Geneva Reinsurance Company Ltd. $0.10 1,240,000 $124,000
3/23/98 Geninvest S.A. $0.10 485,517 $48,552
3/23/98 Global Engineering Ltd. $0.10 463,448 $46,345
3/23/98 Global Image Limited $0.10 41,035 $4,104
3/23/98 Global Image Limited $0.10 15,517 $1,552
3/23/98 Gracious Harvest ltd. $0.10 6,130 $613
3/23/98 Havilah Limited $0.10 6,130 $613
3/23/98 Hawgital Company, Ltd. $0.10 449,305 $44,931
3/23/98 Ingelton International Ltd. $0.10 10,544 $1,054
3/23/98 Ingelton International Ltd. $0.10 482,837 $48,284
3/23/98 Integrated Circuit Technology Inc. $0.10 147,126 $14,713
3/23/98 Intermark International Limited $0.10 12,261 $1,226
3/23/98 Islesum Ltd. $0.10 33,717 $3,372
3/23/98 Jalamanta Ltd. $0.10 7,759 $776
3/23/98 Jason Development Inc. $0.10 1,531,400 $153,140
3/23/98 Jewel of the Orient Company Ltd. $0.10 1,530,151 $153,015
3/23/98 Jonrich Co. Ltd. $0.10 6,376 $638
3/23/98 Kaw Ltd. $0.10 2,146 $215
3/23/98 Kori Foundation Ltd. $0.10 7,724 $772
3/23/98 Lancaster Group Limited $0.10 12,261 $1,226
3/23/98 Le Petit Bouffant Ltd. $0.10 3,678 $368
3/23/98 Liberty Resources Ltd. $0.10 441,379 $44,138
3/23/98 Lord's Trust Limited $0.10 15,337 $1,534
3/23/98 Madison Investments Limited $0.10 9,195 $920
3/23/98 Majestic II Ltd. $0.10 22,966 $2,297
3/23/98 Malama Ohana Limited $0.10 4,782 $478
3/23/98 Marika Enterprises Limited $0.10 22,192 $2,219
3/23/98 Marika Enterprises Limited $0.10 31,035 $3,104
3/23/98 Meadowlark Limited $0.10 24,521 $2,452
3/23/98 Midasotu International Ltd. $0.10 12,996 $1,300
3/23/98 Moneypenny Ltd. $0.10 1,220,000 $122,000
3
<PAGE>
3/23/98 Mountain Top Investments Ltd. $0.10 3,525 $353
3/23/98 New Frontier Limited $0.10 15,517 $1,552
3/23/98 Nutraceuties Ltd. $0.10 460,611 $46,061
3/23/98 Olympia International Ltd. $0.10 6,130 $613
3/23/98 Omni Investing Ltd. $0.10 455,251 $45,525
3/23/98 Pacific Manta Limited $0.10 6,130 $613
3/23/98 Pacific Manta Ltd. $0.10 17,241 $1,724
3/23/98 Palmtree Investment Limited $0.10 9,825 $983
3/23/98 Petra International Ltd. $0.10 10,299 $1,030
3/23/98 PFFG Holdings Ltd. $0.10 24,521 $2,452
3/23/98 Progeny Company Ltd. $0.10 1,839 $184
3/23/98 Property Quest Limited $0.10 463,448 $46,345
3/23/98 Rapa Limited $0.10 17,241 $1,724
3/23/98 Resurrection Investments Ltd. $0.10 10,176 $1,018
3/23/98 Rettoes Ltd. $0.10 1,532,000 $153,200
3/23/98 Sherry International Ltd. $0.10 10,891 $1,089
3/23/98 Skylark Limited $0.10 20,000 $2,000
3/23/98 Summit Ltd. $0.10 8,705 $871
3/23/98 Triplehead Limited $0.10 12,414 $1,241
3/23/98 Triplehead Limited $0.10 1,410 $141
3/23/98 W.S. McManagement Ltd. $0.10 6,222 $622
3/23/98 Wellington Holdings $0.10 1,410,000 $141,000
3/23/98 Wellward Limited $0.10 11,218 $1,122
3/23/98 Z Kak Limited $0.10 6,377 $638
Total issue of .001 par value common stock
in exchange for $1.6M 15,999,998 $1,600,000
</TABLE>
The following table sets forth the issuance of warrants pursuant to
Regulation S exemption from registration as described above. The
warrants reported below expire on March 23, 2001.
3/23/98 issue of warrants for .001 par value common stock in
exchange for $1,600,000 Debenture Conversion
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME EXERCISE NUMBER OF CASH PAID TO OTHER NONCASH
SOLD: PRICE WARRANTS COMPANY CONSIDERATION
----- --------- ------- -------------
<S> <S> <C> <C> <C> <C>
3/23/98 AFCT limited $2.90 3,104 $0.01
3/23/98 April Gold Inc. $2.90 485,517 $0.01
3/23/98 Aqua Ltd. $2.90 9,195 $0.01
3/23/98 Buckingham Limited $2.90 121,724 $0.01
3/23/98 Caribbean Ventures Ltd. $2.90 4,822 $0.01
3/23/98 Carmel International Ltd. $2.90 6,897 $0.01
3/23/98 Creative Marketing and
Management Services Inc. $2.90 441,379 $0.01
3/23/98 Crem Ltd. $2.90 4,400 $0.01
3/23/98 Crystal Valley Limited $2.90 6,008 $0.01
3/23/98 Delabar Limited $2.90 104,828 $0.01
3/23/98 Eagle Leasing Ltd. $2.90 1,470,000 $0.01
3/23/98 Equity Capital Alliance $2.90 28,935 $0.01
3/23/98 F.U.S.T.A. Ltd. $2.90 472,031 $0.01
3/23/98 Fibeon Pengyu Ltd. $2.90 17,759 $0.01
3/23/98 Freden International Ltd. $2.90 2,943 $0.01
3/23/98 Geneva Reinsurance Company Ltd. $2.90 1,240,000 $0.01
3/23/98 Geninvest S.A. $2.90 485,517 $0.01
4
<PAGE>
3/23/98 Global Engineering Ltd. $2.90 463,448 $0.01
3/23/98 Global Image Limited $2.90 41,035 $0.01
3/23/98 Global Image Limited $2.90 15,517 $0.01
3/23/98 Gracious Harvest ltd. $2.90 6,130 $0.01
3/23/98 Havilah Limited $2.90 6,130 $0.01
3/23/98 Hawgital Company, Ltd. $2.90 449,305 $0.01
3/23/98 Ingelton International Ltd. $2.90 10,544 $0.01
3/23/98 Ingelton International Ltd. $2.90 482,837 $0.01
3/23/98 Integrated Circuit Technology Inc. $2.90 147,126 $0.01
3/23/98 Intermark International Limited $2.90 12,261 $0.01
3/23/98 Islesum Ltd. $2.90 33,717 $0.01
3/23/98 Jalamanta Ltd. $2.90 7,759 $0.01
3/23/98 Jason Development Inc. $2.90 1,531,400 $0.01
3/23/98 Jewel of the Orient Company Ltd. $2.90 1,530,151 $0.01
3/23/98 Jonrich Co. Ltd. $2.90 6,376 $0.01
3/23/98 Kaw Ltd. $2.90 2,146 $0.01
3/23/98 Kori Foundation Ltd. $2.90 7,724 $0.01
3/23/98 Lancaster Group Limited $2.90 12,261 $0.01
3/23/98 Le Petit Bouffant Ltd. $2.90 3,678 $0.01
3/23/98 Liberty Resources Ltd. $2.90 441,379 $0.01
3/23/98 Lord's Trust Limited $2.90 15,337 $0.01
3/23/98 Madison Investments Limited $2.90 9,195 $0.01
3/23/98 Majestic II Ltd. $2.90 22,966 $0.01
3/23/98 Malama Ohana Limited $2.90 4,782 $0.01
3/23/98 Marika Enterprises Limited $2.90 22,192 $0.01
3/23/98 Marika Enterprises Limited $2.90 31,035 $0.01
3/23/98 Meadowlark Limited $2.90 24,521 $0.01
3/23/98 Midasotu International Ltd. $2.90 12,996 $0.01
3/23/98 Moneypenny Ltd. $2.90 1,220,000 $0.01
3/23/98 Mountain Top Investments Ltd. $2.90 3,525 $0.01
3/23/98 New Frontier Limited $2.90 15,517 $0.01
3/23/98 Nutraceuties Ltd. $2.90 460,611 $0.01
3/23/98 Olympia International Ltd. $2.90 6,130 $0.01
3/23/98 Omni Investing Ltd. $2.90 455,251 $0.01
3/23/98 Pacific Manta Limited $2.90 6,130 $0.01
3/23/98 Pacific Manta Ltd. $2.90 17,241 $0.01
3/23/98 Palmtree Investment Limited $2.90 9,825 $0.01
3/23/98 Petra International Ltd. $2.90 10,299 $0.01
3/23/98 PFFG Holdings Ltd. $2.90 24,521 $0.01
3/23/98 Progeny Company Ltd. $2.90 1,839 $0.01
3/23/98 Property Quest Limited $2.90 463,448 $0.01
3/23/98 Rapa Limited $2.90 17,241 $0.01
3/23/98 Resurrection Investments Ltd. $2.90 10,176 $0.01
3/23/98 Rettoes Ltd. $2.90 1,532,000 $0.01
3/23/98 Sherry International Ltd. $2.90 10,891 $0.01
3/23/98 Skylark Limited $2.90 20,000 $0.01
3/23/98 Summit Ltd. $2.90 8,705 $0.01
3/23/98 Triplehead Limited $2.90 12,414 $0.01
3/23/98 Triplehead Limited $2.90 1,410 $0.01
3/23/98 W.S. McManagement Ltd. $2.90 6,222 $0.01
3/23/98 Wellington Holdings $2.90 1,410,000 $0.01
5
<PAGE>
3/23/98 Wellward Limited $2.90 11,218 $0.01
3/23/98 Z Kak Limited $2.90 6,377 $0.01
total issue of warrants for .001
par value common stock ($1.6M debt) 15,999,998 $0.70
</TABLE>
Issuance of Common Stock and Warrants in satisfaction of
commitments for Finder Fees
On March 23, 1998 ComTec International, Inc. (the "Company")
converted commitments consisting of One Hundred Sixty Thousand
Dollars ($160,000) agreed value of finders fee commitments into
equity by issuing 1,600,000 shares of the .001 par value common
stock of the Company and 1,600,000 warrants to purchase an
additional 1,600,000 shares of the .001 par value common stock of
the Company in conversion of a total of $160,000 in finders fee
commitments owed to L. D. Rowe, an individual not a resident of the
United States of America. All of the warrants are exercisable at
any time during a three year period following issuance of the
warrants at an exercise price of $2.90 per share. The originating
transaction took place outside of the United States of America on
Grand Cayman, British West Indies, with a person not a resident of
the United States of America pursuant to exemption from
registration provided by Regulation S. No underwriter was involved
in the transaction and no cash commissions or discounts were paid
by the Company.
The following table sets forth the issuance of shares pursuant to
Regulation S exemption from registration as described above.
6/30/97 issue of .001 par value common stock for finder fees
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME PER NUMBER OF CASH PAID TO OTHER NONCASH
SHARE
SOLD: OFFER SHARES COMPANY CONSIDERATION
PRICE
----- --------- ------- -------------
<S> <S> <C> <C> <C> <C>
3/23/98 L. D. Rowe $0.10 1,600,000 $0 Finders Fees
Total issue of .001 par value
common stock in finder fees on $1.6M $160,000 $ value to
finder
</TABLE>
The following table sets forth the issuance of warrants pursuant to
Regulation S exemption from registration as described above. The
warrants reported below expire on March 23, 2001.
6/30/97 issue of warrants to purchase
.001 par value common stock for finder fees
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME EXERCISE NUMBER OF CASH PAID TO OTHER NONCASH
SOLD: PRICE WARRANTS COMPANY CONSIDERATION
----- --------- ------- -------------
<S> <S> <C> <C> <C> <C>
3/23/98 L. D. Rowe $2.90 1,600,000 $0.00 Finders Fees
Total issue of .001 par value
common stock in finder fees on $1.6M
</TABLE>
Issuance of Common Stock and Warrants in satisfaction of
Commitments for Giant LED Screens and Funding
As reported in an 8-K filed May 12, 1997 and in the Company's Form
10QSB for the period ended March 31, 1997, the Company obtained
assets consisting of giant LED screens preliminarily valued at $2.4
million dollars and related funding of $1,000,000 in exchange for
commitments to issue .001 par value common stock of the Company and
warrants to issue .001 par value common stock of the Company based
upon a per share issue price of $.48 per share with an equivalent
number of warrants to purchase shares of the Company's .001 par
value common stock. On March 23, 1998 ComTec International, Inc.
(the "Company") converted commitments consisting of One Million
Dollars ($1,000,000) of debt and Two Million Four Hundred Thousand
Dollars ($2,400,000) agreed value
6
<PAGE>
of giant LED screen assets previously delivered to the Company into
equity by issuing 7,083,334 shares of the .001 par value common
stock of the Company and 7,083,334 warrants to purchase an
additional 7,083,334 shares of the .001 par value common stock of
the Company in conversion of a total of $3,400,000 in commitments
originally issued to certain shareholders of Geneva Reinsurance
Company, Ltd., a corporation organized outside of the United States
of America, whose shareholders are not residents of the United
States of America. All of the warrants are exercisable at any time
during a three year period following issuance of the warrants at an
exercise price of $2.90 per share. The originating transaction
took place outside of the United States of America on Grand Cayman,
British West Indies, with entities which are not residents of the
United States of America pursuant to exemption from registration
provided by Regulation S. No underwriter was involved in the
transaction and no cash commissions or discounts were paid by the
Company.
The following table sets forth the issuance of shares pursuant to
Regulation S exemption from registration as described above.
Issue of .001 par value common stock in exchange for LED Assets and
$1,000,000 Cash Consideration
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME PER NUMBER OF CASH PAID TO ADDITIONAL NONCASH
SHARE
SOLD: OFFER SHARES COMPANY CONSIDERATION
----- --------- ---------- ------------------
<S> <S> <C> <C> <C> <C>
3/23/98 April Gold, Inc. $0.48 880,000 $124,235 12.4% LED Assets
3/23/98 Geninvest S.A. $0.48 880,000 $124,235 12.4% LED Assets
3/23/98 Global Engineering, Ltd. $0.48 840,000 $118,588 11.9% LED Assets
3/23/98 Ingelton International, Ltd. $0.48 875,143 $123,550 12.4% LED Assets
3/23/98 Integrated Circuit
Technology, Inc. $0.48 266,667 $37,647 3.8% LED Assets
3/23/98 Liberry Resources, Ltd. $0.48 800,000 $112,941 11.3% LED Assets
3/23/98 Nutraceutics, Ltd. $0.48 834,857 $117,862 11.8% LED Assets
3/23/98 Pacific Manta Limited $0.48 11,111 $1,569 0.2% LED Assets
3/23/98 Property Quest Limited $0.48 840,000 $118,588 11.9% LED Assets
3/23/98 World Data Limited $0.48 855,556 $120,784 12.1% LED Assets
Total for 3/23/98 issue of .001 par value
common stock (LED Assets and $1,000,000) 7,083,334 $1,000,000 $2,400,000 value
</TABLE>
The following table sets forth the issuance of warrants pursuant to
Regulation S exemption from registration as described above. The
warrants reported below expire on March 23, 2001.
Issue of warrants for .001 par value common stock in exchange for
LED Assets and $1,000,000 Cash
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME EXERCISE NUMBER OF CASH PAID TO ADDITIONAL NONCASH
SOLD: PRICE WARRANTS COMPANY CONSIDERATION
----- --------- ------- ------------------
<S> <S> <C> <C> <C> <C>
3/23/98 April Gold, Inc. $2.90 880,000 $0.01 12.4% LED Assets
3/23/98 Geninvest S.A. $2.90 880,000 $0.01 12.4% LED Assets
3/23/98 Global Engineering, Ltd. $2.90 840,000 $0.01 11.9% LED Assets
3/23/98 Ingelton International, Ltd. $2.90 875,143 $0.01 12.4% LED Assets
3/23/98 Integrated Circuit
Technology, Inc. $2.90 266,667 $0.01 3.8% LED Assets
3/23/98 Liberry Resources, Ltd. $2.90 800,000 $0.01 11.3% LED Assets
3/23/98 Nutraceutics, Ltd. $2.90 834,857 $0.01 11.8% LED Assets
3/23/98 Pacific Manta Limited $2.90 11,111 $0.01 0.2% LED Assets
3/23/98 Property Quest Limited $2.90 840,000 $0.01 11.9% LED Assets
3/23/98 World Data Limited $2.90 855,556 $0.01 12.1% LED Assets
total warrants for purchase of .001 par
value common stock (LED Assets) 7,083,334 $0.10
</TABLE>
7
<PAGE>
Previously Reported Issuance of Common Stock and Warrants in
Conversion of Debentures
As reported by a previous 8-K filing dated July 14, 1997, on June
30, 1997, certain shareholders of Geneva Reinsurance Company, Ltd.
were issued 3,125,000 shares of the Company's .001 par value common
stock and 3,125,000 warrants to purchase the Company's .001 par
value common stock. All of the 3,125,000 warrants are exercisable
at any time during a three year period following issuance of the
warrants at an exercise price of $4.50 per share. All of the total
of 3,125,000 shares and 3,125,000 warrants directed to be issued on
6/30/98 were issued to entities organized outside of the United
States of America and entities and persons who are not residents of
the United States of America pursuant to exemption from
registration provided by Regulation S. The transaction converted
$1.5 million of convertible debt previously issued by the Company
and described in Form 8-K dated May 12, 1997 into equity of the
Company. The originating transaction took place outside of the
United States of America on Grand Cayman, British West Indies, with
entities which are not residents of the United States of America
pursuant to exemption from registration provided by Regulation S.
No underwriter was involved in the transaction and no cash
commissions or discounts were paid by the Company.
The following table sets forth the issuance of shares pursuant to
Regulation S exemption from registration as described above.
.
6/30/97 issue of .001 par value common stock for debenture
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME PER NUMBER OF CASH PAID TO OTHER NONCASH
SHARE
SOLD: PRICE SHARES COMPANY CONSIDERATION
----- --------- ---------- -------------
<S> <S> <C> <C> <C> <C>
6/30/97 Aqua, Ltd. $0.48 16,667 $8,000
6/30/97 Caribbean Ventures, Ltd. $0.48 8,739 $4,195
6/30/97 Creative Marketing and
Management Services, Inc. $0.48 800,000 $384,000
6/30/97 Crystal Valley Limited $0.48 10,889 $5,227
6/30/97 Equity Capital Alliance $0.48 52,444 $25,173
6/30/97 Freden International, Ltd. $0.48 5,333 $2,560
6/30/97 Gracious Harvest, Ltd. $0.48 11,111 $5,333
6/30/97 Havilah, Limited $0.48 11,111 $5,333
6/30/97 Hawgital Company, Ltd. $0.48 814,364 $390,895
6/30/97 Ingelton International, Ltd. $0.48 19,111 $9,173
6/30/97 Intermark International, Limited $0.48 22,222 $10,667
6/30/97 Islesun, Ltd. $0.48 61,111 $29,333
6/30/97 Jonrich Co., Ltd. $0.48 11,555 $5,547
6/30/97 Kaw, Ltd. $0.48 3,889 $1,867
6/30/97 Kori Foundation $0.48 14,000 $6,720
6/30/97 Lancaster Group, Limited $0.48 22,222 $10,667
6/30/97 Le Petit Bouffant, Ltd. $0.48 6,667 $3,200
6/30/97 Madison Investments Limited $0.48 16,667 $8,000
6/30/97 Malama Ohana Limited $0.48 8,667 $4,160
6/30/97 Marika Enterprises Limited $0.48 40,222 $19,307
6/30/97 Meadowlark Limited $0.48 44,444 $21,333
6/30/97 Midasotu International, Ltd. $0.48 23,555 $11,307
6/30/97 Mountain Top Investments, Ltd. $0.48 8,739 $4,195
6/30/97 Olympia International, Ltd. $0.48 11,111 $5,333
6/30/97 Omni Investing, Ltd. $0.48 825,143 $396,069
6/30/97 Petra International, Ltd. $0.48 18,667 $8,960
6/30/97 PFFG Holdings, Ltd. $0.48 44,444 $21,333
6/30/97 Progeny Company, Ltd. $0.48 3,333 $1,600
6/30/97 Resurrection Investments, Ltd. $0.48 18,444 $8,853
6/30/97 Sherry International, Ltd. $0.48 19,739 $9,475
8
<PAGE>
6/30/97 Summit, Ltd. $0.48 15,778 $7,573
6/30/97 Sun Investments Limited $0.48 44,444 $21,333
6/30/97 Sun Investments Limited $0.48 44,444 $21,333
6/30/97 Triplehead Limited $0.48 2,555 $1,227
6/30/97 W.S. McManagement Ltd. $0.48 11,278 $5,413
6/30/97 Wellward Limited $0.48 20,333 $9,760
6/30/97 Z-Kale Limited $0.48 11,555 $5,547
total for 6/30/97 issue of .001 par value
common stock for debenture 3,125,000 $1,500,000
</TABLE>
The following table sets forth the issuance of warrants pursuant to
Regulation S exemption from registration as described above. The
warrants reported below expire on June 30, 2000.
6/30/97 issue of warrants to purchase .001 par value common stock
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME EXERCISE NUMBER OF CASH PAID TO OTHER NONCASH
SOLD: PRICE WARRANTS COMPANY CONSIDERATION
----- --------- ------- -------------
<S> <S> <C> <C> <C> <C>
6/30/97 Aqua, Ltd. $4.50 16,667 $0.01
6/30/97 Caribbean Ventures, Ltd. $4.50 8,739 $0.01
6/30/97 Creative Marketing and
Management Services, Inc. $4.50 800,000 $0.01
6/30/97 Crystal Valley Limited $4.50 10,889 $0.01
6/30/97 Equity Capital Alliance $4.50 52,444 $0.01
6/30/97 Freden International, Ltd. $4.50 5,333 $0.01
6/30/97 Gracious Harvest, Ltd. $4.50 11,111 $0.01
6/30/97 Havilah, Limited $4.50 11,111 $0.01
6/30/97 Hawgital Company, Ltd. $4.50 814,364 $0.01
6/30/97 Ingelton International, Ltd. $4.50 19,111 $0.01
6/30/97 Intermark International, Limited $4.50 22,222 $0.01
6/30/97 Islesun, Ltd. $4.50 61,111 $0.01
6/30/97 Jonrich Co., Ltd. $4.50 11,555 $0.01
6/30/97 Kaw, Ltd. $4.50 3,889 $0.01
6/30/97 Kori Foundation $4.50 14,000 $0.01
6/30/97 Lancaster Group, Limited $4.50 22,222 $0.01
6/30/97 Le Petit Bouffant, Ltd. $4.50 6,667 $0.01
6/30/97 Madison Investments Limited $4.50 16,667 $0.01
6/30/97 Malama Ohana Limited $4.50 8,667 $0.01
6/30/97 Marika Enterprises Limited $4.50 40,222 $0.01
6/30/97 Meadowlark Limited $4.50 44,444 $0.01
6/30/97 Midasotu International, Ltd. $4.50 23,555 $0.01
6/30/97 Mountain Top Investments, Ltd. $4.50 8,739 $0.01
6/30/97 Olympia International, Ltd. $4.50 11,111 $0.01
6/30/97 Omni Investing, Ltd. $4.50 825,143 $0.01
6/30/97 Petra International, Ltd. $4.50 18,667 $0.01
6/30/97 PFFG Holdings, Ltd. $4.50 44,444 $0.01
6/30/97 Progeny Company, Ltd. $4.50 3,333 $0.01
6/30/97 Resurrection Investments, Ltd. $4.50 18,444 $0.01
6/30/97 Sherry International, Ltd. $4.50 19,739 $0.01
6/30/97 Summit, Ltd. $4.50 15,778 $0.01
6/30/97 Sun Investments Limited $4.50 44,444 $0.01
6/30/97 Sun Investments Limited $4.50 44,444 $0.01
6/30/97 Triplehead Limited $4.50 2,555 $0.01
6/30/97 W.S. McManagement Ltd. $4.50 11,278 $0.01
6/30/97 Wellward Limited $4.50 20,333 $0.01
9
<PAGE>
6/30/97 Z-Kale Limited $4.50 11,555 $0.01
total for 6/30/97 issue of warrants for
.001 par value common stock 3,125,000 $0.37
</TABLE>
Previously Reported Issuance of Common Stock and Warrants in
satisfaction of Finder Fee commitments
On June 30, 1997, ComTec International, Inc. (the "Company")
converted commitments consisting of Four Hundred Ninety Thousand
Dollars ($490,000) agreed value of finders fee commitments into
equity by issuing 1,020,834 shares of the .001 par value common
stock of the Company and 1,020,834 warrants to purchase an
additional 1,020,834 shares of the .001 par value common stock of
the Company in conversion of a total of $490,000 in finders fee
commitments owed to L. D. Rowe, an individual not a resident of the
United States of America and Geneva Reinsurance Company, Limited,
an entity organized outside of the United States of America. All of
the warrants are exercisable at any time during a three year period
following issuance of the warrants at an exercise price of $4.50
per share. The originating transaction took place outside of the
United States of America on Grand Cayman, British West Indies, with
a person and an entity, neither of which was a resident of the
United States of America, pursuant to exemption from registration
provided by Regulation S. No underwriter was involved in the
transaction and no cash commissions or discounts were paid by the
Company.
The following table sets forth the issuance of shares pursuant to
Regulation S exemption from registration as described above.
6/30/97 issue of .001 par value common stock for finder fees
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME PER NUMBER OF CASH PAID TO OTHER NONCASH
SHARE
SOLD: OFFER SHARES COMPANY CONSIDERATION
PRICE
----- --------- -------- -------------
<S> <S> <C> <C> <C> <C>
6/30/97 L.D. Rowe $0.48 510,417 $0 Finders Fees
6/30/97 Geneva Reinsurance Company Limited $0.48 510,417 $0 Finders Fees
Total 6/30/97 issue of .001 par value common
stock for finder fees 1,020,834 $490,000 $ value to
finder
</TABLE>
The following table sets forth the issuance of warrants pursuant to
Regulation S exemption from registration as described above. The
warrants reported below expire on June 30, 2000.
6/30/97 issue of warrants to purchase .001 par value common stock
for finders fees
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME EXERCISE NUMBER OF CASH PAID TO OTHER NONCASH
SOLD: PRICE WARRANTS COMPANY CONSIDERATION
----- --------- ------- -------------
<S> <S> <C> <C> <C> <C>
6/30/97 L.D. Rowe $4.50 510,417 $0.00 Finders Fees
6/30/97 Geneva Reinsurance Company Limited $4.50 510,417 $0.00 Finders Fees
Total 6/30/97 issue of warrants for
.001 par value common stock for finder fees 1,020,834
</TABLE>
Previously Reported Issuance of Common Stock and Warrants in
satisfaction of interest payment obligations
On June 30, 1997, ComTec International, Inc. (the "Company")
converted commitments to pay interest on debentures totaling Forty
Six Thousand Six Hundred Three Dollars ($46,603) agreed value of
interest payment commitments into equity by issuing 97,089 shares
of the .001 par value common stock of the Company and 97,089
warrants to purchase an additional 97,089 shares of the .001 par
value common stock of the Company in conversion of a total of
$46,603 in interest payment commitments owed to L. D. Rowe, an
individual not a resident of the United States of America and
Geneva Reinsurance Company, Limited, an entity organized outside of
the United States of America. All of the warrants are exercisable
at any time during a three year period
10
<PAGE>
following issuance of the warrants at an exercise price of $4.50
per share. The originating transaction took place outside of the
United States of America on Grand Cayman, British West Indies, with
a person and an entity, neither of which was a resident of the
United States of America, pursuant to exemption from registration
provided by Regulation S. No underwriter was involved in the
transaction and no cash commissions or discounts were paid by the
Company.
The following table sets forth the issuance of shares pursuant to
Regulation S exemption from registration as described above.
6/30/97 issue of .001 par value common stock for interest
<TABLE>
<S> <S> <C> <C> <C> <C>
6/30/97 Geneva Reinsurance Company Limited $0.48 48,545 $0 lieu of interest
6/30/97 L.D. Rowe $0.48 48,544 $0 lieu of interest
Total 6/30/97 issue of .001 par value
common stock for debenture interest 97,089 $46,603 $ value of interest
</TABLE>
The following table sets forth the issuance of warrants pursuant to
Regulation S exemption from registration as described above. The
warrants reported below expire on June 30, 2000.
6/30/97 issue of warrants to purchase .001 par value common stock
for interest
<TABLE>
<CAPTION>
DATE SHAREHOLDER NAME EXERCISE NUMBER OF CASH PAID TO OTHER NONCASH
SOLD: PRICE WARRANTS COMPANY CONSIDERATION
----- -------- ------- ----------------
<S> <S> <C> <C> <C> <C>
6/30/97 Geneva Reinsurance Company Limited $4.50 48,545 $0.00 lieu of interest
6/30/97 L.D. Rowe $4.50 48,544 $0.00 lieu of interest
Total 6/30/97 issue of warrants for
.001 par value common stock 97,089
</TABLE>
Exhibits
9.1 Warrant Agreement
SIGNATURES
ComTec International, Inc.
--------------------------
(Registrant)
Date: April 6, 1998
s/s Donald G. Mack
----------------------------------------
Donald G. Mack - Authorized Officer, CEO
and President.
11
<PAGE>
Exhibit 9.1 Warrant Agreement Form 8-K
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE
SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER
MANNER TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT OF 1933 AND THE TERMS AND CONDITIONS HEREOF. THE
HOLDER OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF ARE SUBJECT TO THE RESTRICTIONS HEREIN SET FORTH.
WARRANT TO PURCHASE COMMON STOCK
OF
COMTEC INTERNATIONAL, INC.
____________ Shares
VOID AFTER 5:00 P.M. DENVER, COLORADO TIME, March 23, 2001
FOR VALUE RECEIVED, ComTec International, Inc., a corporation
organized under the laws of the State of New Mexico (the
"Company"), promises to issue in the name of, sell and deliver to
_________________________ (the "Holder"), a certificate or
certificates for ________________________________ (__________) of
its fully paid and non-assessable Shares of Common Stock, $.001 par
value per Share (the "Shares"), at any time on or after March 23,
1998 and prior to 5:00 p.m. Denver, Colorado time on March 23, 2001
(the "Expiration Date"), upon payment therefor of Two Dollars and
ninety cents ($2.90) per Share in lawful funds of the United States
of America, such amounts (the "Basic Exercise Price") being subject
to adjustment in the circumstances set forth hereinbelow. This
applicable Basic Exercise Price, until such adjustment is made and
thereafter as adjusted from time to time, is called the "Exercise
Price.
THIS WARRANT MAY NOT BE ASSIGNED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF BY THE HOLDER,
EXCEPT BY THE HOLDER'S EXERCISE HEREOF AS SET FORTH HEREIN
FOLLOWING DUE REGISTRATION UNDER APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR ESTABLISHMENT OF THE AVAILABILITY OF AN
EXEMPTION THEREFROM (AT WHICH TIME SAID TRANSFEREE SHALL BE DEEMED
THE "HOLDER" HEREUNDER).
1. Exercise of Warrant. In case the Holder of this Warrant
shall desire to exercise this Warrant in whole or in part, the
Holder shall surrender this Warrant, with the form of exercise
notice on the last page hereof duly executed by the Holder, to the
Company accompanied by payment of the Exercise Price.
This Warrant may be exercised in whole or in part, but not for
a fractional Share. In case of the exercise in part only, the
Company will deliver to the Holder a new Warrant of like tenor in
the name of the Holder evidencing the right to purchase the number
Shares of Common Stock as to which this Warrant has not been
exercised. This Warrant, at any time prior to the exercise hereof,
upon presentation and surrender to the Company may be exchanged,
alone or with other Warrants of like tenor registered in the name
of the same Holder, for another Warrant or other Warrants of like
tenor in the name of such Holder exercisable for the same aggregate
number of Shares of Common Stock as this Warrant or Warrants
surrendered.
2. Stock Dividends, Reclassifications, Reorganizations, Anti-
Dilution Provisions. This Warrant is subject to the following
further provisions:
(a) In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall issue any Shares of its
Common Stock as a stock dividend or subdivide the number of
outstanding Shares of Common Stock into a greater number of Shares
then, in such case, the Exercise Price per Share of the Shares
purchasable pursuant to this Warrant in effect at the time of such
action shall be proportionately reduced and the number of Shares at
that time purchasable pursuant to the Warrant shall be
proportionately increased; and conversely, in the event the Company
shall contract the number of outstanding Shares of Common Stock
combining such Shares into a smaller number of Shares then, in such
case, the Exercise Price per
12
<PAGE>
Share of the Shares then purchasable pursuant to this Warrant in
effect at the time of such action shall be proportionately
increased and the number of Shares at that time purchasable
pursuant to the Warrant shall be proportionately decreased. If the
Company shall, at any time during the life of this Warrant, declare
a dividend payable in cash on its Common Stock and shall at
substantially the same time offer to its stockholders generally a
right to purchase new Shares of Common Stock from the proceeds of
such dividend or for an amount substantially equal to the dividend,
all Shares of Common Stock so issued shall, for the purpose of this
Warrant, be deemed to have been issued as a stock dividend. Any
dividend paid or distributed upon the Common Stock in Shares of any
other class of securities shall be treated as a dividend paid in
Common Stock to the extent that Shares of Common Stock are issuable
upon the conversion thereof.
(b) In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall be recapitalized by
reclassifying its outstanding Common Stock, $.01 par value per
Share into Shares with a different par value, or shall thereafter
reclassify any such Shares in a like manner (any such Shares being
included within the meaning of "Common Stock" as used in this
Warrant), or the Company or a successor corporation shall
consolidate, or merge with or convey all or substantially all of
its, or all or substantially all of any successor corporation's
property and assets to any other corporation or corporations (any
such corporation being included within the meaning of the term
"successor corporation" hereinbefore used in the event of any
consolidation or merger of any such corporation with, or the sale
of all or substantially all of the property of any such corporation
to another corporation or corporations), the Holder of this Warrant
shall thereafter have the right to purchase pursuant to and on the
terms and conditions and during the time specified in this Warrant,
in lieu of the Shares purchasable upon the exercise of this
Warrant, such Shares of Common Stock, securities or assets as may
be issued or payable with respect to, or in exchange for, the
number of Shares theretofore purchasable upon the exercise of this
Warrant had such recapitalization, consolidation, merger or
conveyance not taken place; and, in any such event, the rights of
the Holder of this Warrant to an adjustment in the number of Shares
purchasable upon the exercise of this Warrant as herein provided,
shall continue and be preserved in respect to any Shares,
securities or assets which the Holder of this Warrant becomes
entitled to purchase.
(c) Upon the occurrence of each event requiring an
adjustment of the Exercise Price and of the number of Shares
purchasable pursuant to this Warrant in accordance with, and as
required by, the terms of Subsection (a) of this Section 2, the
Company shall use its best efforts to forthwith cause a firm of
certified public accountants (who may be the regular accountant for
the Company) to compute the adjusted Exercise Price by reason of
such event in accordance with the provisions of Subsection (a).
The Company shall forthwith mail to the Holder of this Warrant a
copy of such computation which shall be conclusive and shall be
binding upon such Holder unless contested by such Holder by written
notice to the Company within fourteen (14) days after the mailing
thereof by the Company.
(d) In case:
(1) The Company shall make a record of the Holders
of its Common Stock for the purpose of entitling them to receive a
dividend payable otherwise than in cash, or a cash dividend
constituting a partial liquidating dividend, as hereinafter
defined; or
(2) The Company shall make a record of the Holders
of its Common Stock for the purpose of entitling them to subscribe
for or purchase any Shares of any class or to receive any other
rights; or
(3) The Company shall set a date for any
reclassification or other reorganization of the capital stock of
the Company, consolidation or merger of the Company with or into
another corporation or conveyance of all or substantially all of
the assets of the Company; or
(4) The Company shall set a date for the voluntary
or involuntary dissolution, liquidation or winding up of the
Company;
then, in any case, the Company shall mail to the Holder of this
Warrant, at least twenty (20) days prior to such record date or the
date set for any action described in subparagraphs (d)(3) and
(d)(4) above, a notice advising such Holder of the date or expected
date on which a record is to be taken for the purpose of such
dividend, distribution of rights or the date on which such
reclassification, reorganization, consolidation, merger conveyance,
dissolution, liquidation or winding up is to take place, as the
case may be. Such notice shall also specify the date or expected
date, if any is to be fixed, as of which Holders of Common Stock of
record shall be entitled to participate in said dividend,
distribution of rights, or shall be entitled to exchange their
Shares of Common Stock for securities or other property deliverable
upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up, as the case may
be.
(e) In case the Company, at any time while this Warrant
shall remain valid and unexercised, shall sell all or substantially
all of its property, or dissolve, liquidate or wind up its affairs
or sell or dispose of all or any part of the assets,
13
<PAGE>
securities or property of any wholly-owned subsidiary, the Holder
of this Warrant shall thereafter be entitled to receive upon
exercise hereof in lieu of such Shares of Common Stock of the
Company which such Holder would have been entitled to receive, the
same kind and amount of any securities or assets as may be
issuable, distributable or payable upon any such sale, dissolution,
liquidation or winding up with respect to such number of Shares of
Common Stock of the Company as would otherwise have been issuable
upon exercise of this Warrant.
(f) In the event the Company, at any time while this
Warrant shall remain valid and unexercised, shall propose to
declare any partial liquidating dividend, it shall notify the
Holder of this Warrant as set forth in Subsection (d) of this
Section 2. The term "partial liquidating dividend" shall include
a dividend in cash or other property of an amount which, together
with all other dividends in cash or other property paid, or
declared and set aside for payment, subsequent to June 30, 1998 is
equal to or greater than forty (40%) percent of the cumulative
consolidated net income of the Company subsequent to two years from
the date hereof.
(g) The provisions of this Section 2 are for the purpose
of, and shall be interpreted to the effect that, upon any exercise
of this Warrant the Holder shall be entitled to receive the same
amount and kind of securities and other property (except cash
dividends or rights of the kind described in paragraphs 1 and 2 of
subsection (d) of this Section (2) which it would have been
entitled to receive as the owner at all times subsequent to the
date hereof of the number of Shares purchased upon any such
exercise.
(h) As used throughout this Warrant, the term "Common
Stock" shall also mean and include the Company's authorized Common
Stock and shall also include any capital stock of any class of the
Company hereafter authorized which shall not be limited to a fixed
sum or percentage in respect of the rights of the Holders thereof
to participate in dividends and in the distribution of assets upon
the voluntary or involuntary liquidation, dissolution or winding up
of the Company; and shall also include, unless the context
otherwise require, the stock and/or other securities and/or
property at the time receivable upon the exercise of this Warrant,
including, in case of any consolidation, merger, amalgamation or
sale of assets of the character referred to in this Section 2 and
the Shares of stock, securities or property provided for in this
Section 2.
3. Covenants of the Company. The Company hereby covenants
and agrees that prior to the expiration of this warrant by exercise
or by its terms:
(a) The Company will not by amendment of its Articles of
Incorporation or through reorganization, consolidation, merger,
dissolution, or sale of assets, or by any other voluntary act or
deed, avoid or seek to avoid the observance or performance of any
of the covenants, stipulations or conditions to be observed or
performed hereunder by the Company, but will at all times in good
faith assist, insofar as it is able, in the carrying out of all
provisions of this Warrant and in the taking of all other actions
which may be necessary in order to protect the rights of the Holder
against dilution.
(b) The Company shall at all times reserve and keep
available, out of its authorized and unissued capital stock, solely
for the purpose of providing for the exercise, forthwith upon the
request of the Holder of the Warrant(s) then outstanding and in
effect, such number of Shares of Common Stock as shall, from time
to time, be sufficient for such exercise of the Warrants(s). The
Company shall, from time to time, in accordance with the laws of
the State of New Mexico, increase the authorized amount of its
capital stock if at any time the number of Shares of Common Stock
remaining unissued and unreserved for other purposes shall not be
sufficient to permit the exercise of the Warrant or Warrants then
outstanding and in effect.
4. Loss, Theft, Destruction or Mutilation. In case this
Warrant shall become mutilated or defaced or be destroyed, lost or
stolen, the Company shall execute and deliver a new Warrant in
exchange for and upon surrender and cancellation of such mutilated
or defaced Warrant or in lieu of substitution for such Warrant so
destroyed, lost or stolen, upon the Holder of such Warrant filing
with the Company such evidence satisfactory to it that such Warrant
has been so mutilated, defaced, destroyed, lost or stolen and of
the ownership thereof by the Holder; provided, however, that the
Company shall be entitled, as a condition to the execution and
delivery of such new Warrant, to demand indemnity satisfactory to
it and payment of expenses and charges incurred in connection with
the delivery of such new Warrant. All Warrants so surrendered to
the Company shall be canceled.
5. Record Owner. At the time of the surrender of this
Warrant, with the form of subscription properly executed, and the
payment of the Exercise Price, the person exercising the Warrant
shall be deemed to be the Holder of record of the Shares of Common
Stock deliverable upon such exercise, in whole or in part,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such Shares of
Common Stock shall not then be actually delivered to such person.
14
<PAGE>
6. Fractional Shares. No fractional Shares or scrip
representing fractional Shares shall be issued upon the exercise of
this Warrant. With respect to any fraction of a Share called for
on such exercise, the Holder may elect to receive, and the Company
shall pay to the Holder, an amount in cash equal to such fraction
multiplied by the Exercise Price. In the alternative, the Holder
may elect to remit to the Company an amount in cash equal to the
difference between such fraction and one (1), multiplied by the
Exercise Price, and the Company will issue it one Share of Common
Stock in addition to the number of whole Shares required by the
exercise of the Warrant; provided, however, that the Company shall
not be obligated by the operation of this Section 6 to issue Shares
of Common Stock in the aggregate exceeding the number of Shares
duly registered in accordance with applicable federal and state
securities laws or as to which an exemption from registration has
been determined to be available.
7. Original Issue Taxes. The Company will pay all United
States, state and local (but not foreign) original issue taxes, if
any, upon the issuance of this Warrant or the Shares deliverable
upon exercise hereof.
8. Mailing of Notices, etc. All notices and other
communications from the Company to the Holder of this Warrant shall
be mailed by first-class registered or certified mail, return
receipt requested, postage prepaid, to the address of the Holder as
shown on the records of the Company, or to such other address
furnished to the Company in writing by the Holder of this Warrant.
All notices from the Holder of this Warrant to the Company shall be
mailed to the Company at 14530 East Fremont Avenue, Englewood,
Colorado 80111 or at any other principal office maintained by the
Company in any state.
10. Laws of the State of Colorado. This Warrant shall be
governed by, interpreted under and construed in all respects in
accordance with the laws of the State of Colorado irrespective of
the place of domicile or residence of any party. In the event of
a controversy arising out of the interpretation, construction,
performance or breach of this Warrant, the parties hereby agree and
consent to the jurisdiction and venue of the court of the State of
Colorado, or the United States District Court for the District of
Colorado; and further agree and consent that personal service of
process in any such action or proceeding outside the State of
Colorado shall be tantamount to service in person in Colorado.
11. Entire Agreement and Modification. The Company and the
Holder hereby represent and Warrant that this Warrant is intended
to and does contain and embody all of the understandings and
agreements, both written and oral, of the parties hereto with
respect to the subject matter of this Warrant, and that there
exists no oral agreement or understanding, express or implied
liability, whereby the absolute, final and unconditional character
and nature of this Warrant shall be in any way invalidated,
empowered or affected. A modification or waiver of any of the
terms, conditions or provisions of this Warrant shall be effective
only if made in writing and executed with the same formality of
this Warrant.
This Warrant will become wholly void and of no effect and the
rights evidenced hereby will terminate unless exercised in
accordance with the terms and provisions hereof at or before 5:00
p.m. Denver, Colorado time, on the Expiration Date.
IN WITNESS WHEREOF, the Company by its duly authorized
officer, has executed this Warrant on this 23rd day of
March , 1998.
COMTEC INTERNATIONAL, INC.
By: ___________________________________
Donald G. Mack, President
15
<PAGE>
COMTEC INTERNATIONAL, INC.
FORM OF ASSIGNMENT
------------------
(Subject to the restrictions set forth on the face hereof)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___________________________________ the right
represented by this Warrant to purchase ______________________
Shares of Common Stock, $.001 par value per Share of ComTec
International, Inc. to which this Warrant relates, and appoints
__________________________ attorney to transfer said right on the
books of said Corporation, with full power of substitution in the
premises.
Dated _______________ ___________________________________
(Signature must conform in all
respects to name of Holder as
specified on the face of the Warrant)
16
<PAGE>
COMTEC INTERNATIONAL, INC.
FORM OF WARRANT EXERCISE
------------------------
(To be signed only upon exercise of Warrant)
To:
THE UNDERSIGNED, the Holder of this Warrant, hereby irrevocably
elects to exercise the purchase rights represented by this
Warrant for, and to purchase thereunder, pursuant to and in
accordance with the terms of this Warrant, __________ Shares of
Common Stock, $.001 par value per Share of ComTec International,
Inc. and herewith makes payment of $_____________ therefor, and
requests that the certificates for such Shares be Issued in the
name of and be delivered to __________________________________,
whose address is _______________________________, and if such
Shares shall not be all of the Shares purchasable thereunder, that
a new Warrant of like tenor for the balance of the Shares
purchasable hereunder be delivered to the undersigned.
Dated _________________ ___________________________________
(Signature must conform in all
respects to name of Holder as
specified on the face of the Warrant)
17
