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) March 27, 1997
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FIRECOM, INC.
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(Exact name of registrant as specified in charter)
New York 0-12873 13-2934531
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
39-27 59th Street, Woodside, New York 11377
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(Address of principal executive offices)
Registrant's telephone number, including area code (718) 899-6100
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<PAGE>
ITEM 5. OTHER EVENTS.
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On March 27, 1997, Firecom, Inc. (the "Company") entered into a
Purchase Agreement (the "Purchase Agreement") with Norwood Venture Corp.
("Norwood") pursuant to which the Company purchased 583,331 shares of
common stock of the Company and warrants to purchase an additional 750,002
shares of common stock of the Company held by Norwood for an aggregate
purchase price of $1,604,165.50. Of such purchase price, 20%, or
$320,833.10, was paid at closing and the remaining 80% was satisfied by the
delivery to Norwood of a Subordinated Promissory Note (the "Promissory
Note") in the principal amount of $1,283,332.40, payable over six years in
24 level, quarterly installments (commencing June 27, 1997) and bearing
interest at a rate of 10% per annum.
After giving effect to the Company's purchase, the Company has
4,381,344 shares of common stock outstanding.
Copies of the Purchase Agreement and the Promissory Note are
attached hereto as Exhibits 2.1 and 4.1, respectively, and by this
reference made a part hereof.
ITEM 7. EXHIBITS.
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(c) Exhibits
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2.1 Purchase Agreement, dated as of March 27, 1997, between
Norwood Venture Corp. and Firecom, Inc.
4.1 Subordinated Promissory Note, dated March 27, 1997,
made by Firecom, Inc. in favor of Norwood Venture Corp.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: April 1, 1997 FIRECOM, INC.
By: /s/ Paul Mendez
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Paul Mendez
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
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Exhibit Number Description of Exhibit
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2.1 Purchase Agreement, dated as of
March 27, 1997, between Norwood
Venture Corp. and Firecom, Inc.
4.1 Subordinated Promissory Note, dated
March 27, 1997, made by Firecom,
Inc. in favor of Norwood Venture
Corp.
Exhibit 2.1
PURCHASE AGREEMENT
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PURCHASE AGREEMENT made as of this 27th day of March, 1997, by
and between Firecom, Inc., a New York corporation (the "Company"), and
Norwood Venture Corp., a Delaware corporation (the "Seller").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller owns 583,331 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock"), of the Company and
warrants to purchase an additional 750,002 shares of Common Stock at an
exercise price of $.35 per share (the "Warrants") (the Warrants together
with the Shares referred to as the "Securities"); and
WHEREAS, Seller desires to sell and transfer to the Company and
the Company desires to purchase and acquire from Seller, all of Seller's
right, title and interest in the Securities, subject to the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:
ARTICLE 1
PURCHASE AND SALE OF THE SECURITIES
1.1 Purchase of the Securities. Subject to the terms and
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conditions set forth herein, Seller hereby agrees to assign, transfer,
sell, convey and deliver to the Company at Closing (as hereinafter
defined), and the Company hereby agrees to acquire and purchase from Seller
at Closing, Seller's right, title and interest in and to the Securities.
1.2 Purchase Price; Payment. In consideration for the sale of
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the Securities, the Company shall pay to Seller at Closing an aggregate
purchase price of $1,604,165.50 (the "Purchase Price"), representing a
price of $1.40 per Share and $1.05 per Warrant. The amount of $320,833.10,
representing 20% of the Purchase Price (the "Cash Consideration"), shall be
paid to Seller at Closing by certified or bank cashier's check or wire
transfer of immediately available federal funds to such account as Seller
may designate. The amount of $1,283,332.40, representing the remaining 80%
of the Purchase Price, shall be evidenced by the delivery to Seller at
Closing of a promissory note from the Company (the "Note") in such
principal amount. A form of the Note is attached hereto and made a part
hereof as Exhibit A.
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1.3 Delivery of the Securities. Upon payment of the Purchase
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Price in accordance with Section 1.2 above, Seller shall deliver to the
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Company at Closing the stock certificates evidencing the Shares, duly
endorsed in blank for transfer or accompanied by duly and properly executed
stock powers, with all required transfer taxes, if any, paid and stamps
affixed, and certificates representing the Warrants properly assigned to
the Company.
1.4 Closing. The closing of the transaction contemplated hereby
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(the "Closing") shall take place on the date hereof, or such other date as
mutually agreed to between the parties to this Agreement, but in no event
later than 10 business days after the date hereof.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Seller. In order to
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induce the Company to enter into this Agreement, Seller hereby represents
and warrants to the Company as follows:
(a) Authority. Seller has the legal capacity to execute,
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deliver and perform this Agreement, and to consummate the transactions
contemplated hereby and thereby. This Agreement has been duly executed by
Seller and constitutes the legal, valid and binding obligation of Seller
enforceable in accordance with its respective terms against Seller, except
to the extent that such validity, binding effect and enforceability may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally from time to time in
effect and by general equitable principles.
(b) No Restrictions Against Performance. Neither the execution,
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delivery, or performance of this Agreement, nor the consummation of the
transactions contemplated hereby will, with or without the giving of notice
or the passage of time, or both, violate any provisions of, conflict with,
result in a breach of, constitute a default under, or result in the
creation or imposition of any lien or condition under (i) Seller's
Certificate of Incorporation or By-Laws, as in effect on the date hereof;
(ii) any federal, state or local law, statute, ordinance, regulation or
rule, which is applicable to Seller; (iii) any contract, indenture,
instrument, agreement, mortgage, lease, right or other obligation or
restriction to which Seller is a party or by which Seller is bound; or
(iv) any order, judgment, writ, injunction, decree, license, franchise,
permit or other authorization of any federal, state or local court,
arbitration tribunal or governmental agency by which Seller is bound.
(c) No Liens, Etc. Seller is the registered holder and
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beneficial owner of the Securities. Seller owns the Securities free and
clear of any charges, restrictions, pledges, rights of third parties,
claims, liens and encumbrances whatsoever.
(d) Third-Party and Governmental Consents. No approval,
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consent, waiver, order or authorization of, or registration, qualification,
declaration or filing with, or notice to any federal, state or local
governmental authority or other third party is required on the part of
Seller in connection with the execution, delivery and performance of this
Agreement.
(e) Review of the Company. Seller has conducted to his
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satisfaction, its own due diligence review with respect to the business and
financial condition of the Company, which review included, among other
things, the Company's most recent annual report on Form 10-K as filed with
the Securities and Exchange Commission (the "SEC") for the fiscal year
ended April 30, 1996, and as thereafter amended, and the Company's
quarterly reports on Form 10-Q as filed with the SEC for each of the fiscal
quarters ended July 31, 1996, October 31, 1996 and January 31, 1997
(collectively, the "SEC Documents"). Seller has had the opportunity to ask
questions with respect to the business and financial condition of the
Company and has, to its satisfaction, obtained all necessary information
required by it to make the decision to sell the Securities pursuant to the
terms and conditions hereof.
2.2 Representations and Warranties of the Company. In order to
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induce Seller to enter into this Agreement, the Company hereby represents
and warrants to Seller as follows:
(a) Due Incorporation. The Company is a corporation duly
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organized, validly existing and in good standing under the laws of the
State of New York. The Company has all requisite power and authority to
own its properties and to conduct its business as currently conducted, and
to execute, deliver and perform this Agreement.
(b) Authority. The execution, delivery, and performance by the
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Company of this Agreement has been duly and validly authorized by all
necessary corporate action on the part of the Company. This Agreement has
been duly executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company enforceable in accordance with
its terms against the Company, except to the extent that such validity,
binding effect and enforceability may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors'
rights generally from time to time in effect and by general equitable
principles.
(c) No Restrictions Against Performance. Neither the execution,
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delivery, or performance of this Agreement, nor the consummation of the
transactions contemplated hereby will, with or without the giving of notice
or the passage of time, or both, violate any provisions of, conflict with,
result in a breach of, constitute a default under, or result in the
creation or imposition of any lien or condition under, (i) the Company's
Certificate of Incorporation or By-Laws, as in effect on the date hereof;
(ii) any federal, state or local law, statute, ordinance, regulation or
rule, which is applicable to the Company; (iii) any contract, indenture,
instrument, agreement, mortgage, lease, right or other obligation or
restriction to which the Company is a party or by which the Company is
bound; or (iv) any order, judgment, writ, injunction, decree, license,
franchise, permit or other authorization of any federal, state or local
court, arbitration tribunal or governmental agency by which the Company is
bound.
(d) Third Party and Governmental Consents. No approval,
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consent, waiver, order or authorization of, or registration, qualification,
declaration or filing with, or notice to any federal, state or local
governmental authority or other third party is required on the part of the
Company in connection with the execution, delivery and performance of this
Agreement, other than the consent of the Company's lender, The Chase
Manhattan Bank (the "Bank"), which consent is included in the Third
Amendment to Credit Agreement, dated as of the date hereof, between the
Company, the Bank and the other parties thereto (the "Third Amendment to
Credit Agreement") to be delivered at Closing.
(e) SEC Documents. The SEC Documents (including all exhibits
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and schedules thereto and documents incorporated by reference therein), as
of their respective dates, did not contain any untrue statement of material
fact or omit to state a material fact required to be stated therein, or
necessary to make statements therein, in light of the circumstances in
which they were made, not misleading. The audited financial statements and
the unaudited interim financial statements of the Company included or
incorporated by reference in the SEC Documents were prepared in accordance
with generally accepted accounting principles, consistently applied during
the periods involved (except as may be otherwise indicated in the notes
thereto), and fairly present the financial position of the Company as of
the dates thereof and the results of its operations and changes in
financial position for the periods then ended (subject, in the case of any
unaudited interim financial statements, to normal year-end adjustments).
ARTICLE 3
CONDITIONS TO PURCHASE AND SALE OF THE SECURITIES
Consummation of the transaction contemplated hereby is
conditioned upon the occurrence at Closing of the following:
(a) delivery by Seller to the Company of the stock certificates
representing the Shares, duly endorsed in blank for transfer or accompanied
by duly and properly executed stock powers, with all required transfer
taxes, if any, paid and stamps affixed and certificates representing the
Warrants properly assigned to the Company;
(b) delivery by the Company to Seller of the Cash Consideration
as set forth in Section 1.2 hereof;
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(c) execution and delivery by the Company to the Seller of the
Note representing the balance of the Purchase Price, substantially in the
form attached hereto as Exhibit A; and
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(d) execution and delivery of a subordination agreement by and
among the Company, the Bank and Seller, substantially in the form attached
hereto as Exhibit B; and
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(e) execution and delivery of the Third Amendment to Credit
Agreement.
ARTICLE 4
INDEMNIFICATION
4.1 Indemnification by Seller. Seller agrees to defend,
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indemnify and hold the Company, its officers, directors, agents, successors
and assigns, harmless from and against any and all losses, liabilities,
damages, costs or expenses (including reasonable attorneys' fees, penalties
and interest) resulting from, arising out of, or incurred as a result of
the breach of any representation, warranty or covenant made by Seller
herein or in accordance herewith.
4.2 Indemnification by the Company. The Company agrees to
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defend, indemnify and hold Seller, its officers, directors, agents,
successors and assigns harmless from and against any and all losses,
liabilities, damages, costs, or expenses (including reasonable attorneys'
fees, penalties and interest) resulting from, arising out of, or incurred
as a result of the breach of any representation or warranty made by the
Company herein or in accordance herewith.
4.3 Notice of Claims. Each party hereto agrees to give prompt
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written notice to the other(s) of any claim against the party giving notice
which might give rise to a claim by it against the other party hereto based
upon the indemnification provisions contained herein, stating the nature
and basis of the claim and the actual or estimated amount thereof;
provided, however, that failure to give such notice will not affect the
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obligation of the indemnifying party to provide indemnification in
accordance with the provisions of this Article 4 unless, and only to the
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extent that, such indemnifying party is actually prejudiced thereby. In
the event that any action, suit or proceeding is brought against Seller or
the Company with respect to which any party hereto may have liability under
the indemnification provisions contained herein, the indemnifying party
shall have the right, at its or his or her sole cost and expense, to defend
such action in the name or on behalf of the indemnified party and, in
connection with any such action, suit or proceeding, the parties hereto
agree to render to each other such assistance as may reasonably be required
in order to ensure the proper and adequate defense of any such action, suit
or proceeding; provided, however, that an indemnified party shall have the
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right to retain its own counsel, with the fees and expenses to be paid by
the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate because
of actual or potential differing interests between such indemnified party
and any other party represented by such counsel. Neither party hereto
shall make any settlement of any claim which might give rise to liability
of the other party under the indemnification provisions contained herein
without the written consent of such other party, which consent such other
party covenants shall not be unreasonably withheld.
ARTICLE 5
GENERAL PROVISIONS
5.1 Expenses. Except as otherwise expressly provided herein,
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each party to this Agreement shall pay its own expenses (including, without
limitation, the fees and expenses of its agents, representatives, counsel,
and accountants) incidental to the negotiation, drafting, and performance
of this Agreement.
5.2 Successors and Assigns. This Agreement shall be binding
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upon, and inure to the benefit of, Seller and the Company and their
respective successors and assigns.
5.3 Waiver. No provision of this Agreement shall be deemed
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waived by course of conduct, including the act of closing, unless such
waiver is made in a writing signed by both parties hereto stating that it
is intended specifically to modify this Agreement, nor shall any course of
conduct operate or be construed as a waiver of any subsequent breach of
this Agreement, whether of a similar or dissimilar nature.
5.4 Entire Agreement. This Agreement (together with the
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Exhibit[s] hereto) supersedes any other agreement, whether written or oral,
that may have been made or entered into by the Company and Seller (or by
any director, officer, agent, or other representative of such parties)
relating to the matters contemplated hereby.
5.5 Notices. All notices, demands, requests, and other
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communications hereunder shall be in writing and shall be deemed to have
been duly given and shall be effective upon receipt if delivered by hand,
sent by certified or registered United States mail, postage prepaid and
return receipt requested, by prepaid overnight express service or by
facsimile. Notices shall be sent to the parties at the following addresses
(or at such other addresses for a party as shall be specified by like
notice; provided that such notice shall be effective only upon receipt
thereof):
(a) If to Seller:
Norwood Venture Corp.
1430 Broadway, Suite 1607
New York, New York 10018
Fax: (212) 869-5331
Attn: Mark Littell, President
with a copy to:
DeForest & Duer
90 Broad Street
New York, New York 10004
Fax: (212) 425-7593
Attn: Arthur A. Lane, Esq.
(b) If to the Company:
Firecom, Inc.
39-27 59th Street
Woodside, New York 11347
Fax: (718) 899-1932
Attention: Paul Mendez, Chairman
with a copy to:
Reid & Priest LLP
40 West 57th Street
New York, New York 10019-4097
Fax: (212) 603-2001
Attention: Gregory Katz, Esq.
5.6 Amendments, Supplements, Etc. This Agreement may be amended
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or modified only by a written instrument executed by all parties hereto
which states specifically that it is intended to amend or modify this
Agreement.
5.7 Severability. In the event that any provision contained in
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this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein and, in lieu of each such
illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible but
still be legal, valid and enforceable.
5.8 Applicable Law. This Agreement and the legal relations
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between the parties hereto shall be governed by and construed in accordance
with the substantive laws of the State of New York, without giving effect
to the principles of conflicts of law thereof.
<PAGE>
5.9 Execution in Counterparts. This Agreement may be executed
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in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
FIRECOM, INC.
By: /s/ Paul Mendez
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Name: Paul Mendez
Title: President
NORWOOD VENTURE CORP.
By: /s/ Mark Littell
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Name: Mark Littell
Title:
Exhibit 4.1
SUBORDINATED PROMISSORY NOTE
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$1,283,332.40 March 27, 1997
FOR VALUE RECEIVED, the undersigned, FIRECOM, INC., a New York
corporation with principal offices at 39-27 59th Street, Woodside, New York
11377 ("Maker"), hereby promises to pay to the order of NORWOOD VENTURE
CORP., a Delaware corporation with principal offices at 1430 Broadway,
Suite 1607, New York, New York 10018, ("Holder"), in lawful money of the
United States of America and in immediately available funds, the aggregate
amount of ONE MILLION, TWO HUNDRED EIGHTY-THREE THOUSAND, THREE HUNDRED
THIRTY-TWO DOLLARS AND FORTY CENTS ($1,283,332.40) together with interest
thereon calculated from the date hereof in accordance with the provisions
of this Note. Payments on this Note are to be made at Holder's address
stated above, or such other address as duly designated by Holder, in lawful
money of the United States of America.
This Note is being issued and delivered by Maker to Holder, in
accordance with the terms and provisions of the Purchase Agreement of even
date herewith (the "Purchase Agreement") between Maker and Holder, pursuant
to which Maker is purchasing from Holder 583,331 shares of common stock,
$.01 par value per share (the "Common Stock"), of Maker and warrants to
purchase an additional 750,002 shares of Common Stock for an aggregate
purchase price of $1,604,165.50.
This Note shall bear interest at the rate of 10% per annum.
Principal and interest on this Note shall be payable over six (6) years in
twenty-four (24) level, quarterly installments of $71,754.73 each,
commencing on June 27, 1997, and continuing on the 27th day of each
September, December, March and June thereafter, with a final payment due on
March 27, 2003 (the "Maturity Date"). Principal and interest on such
monthly payments shall be allocated in accordance with Schedule A annexed
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hereto. Any and all overdue installments shall bear interest at the rate
of 13% per annum until paid in full.
All payments due under this Note shall be subordinate to certain
Senior Debt, in accordance with the terms and provisions of a subordination
agreement of even date herewith among The Chase Manhattan Bank, Maker and
Holder (the "Subordination Agreement"). For purposes of this Note, the
terms "Senior Debt" and "Senior Creditor" shall have the respective
meanings ascribed to them in the Subordination Agreement.
This Note may be prepaid, in whole or in part, at any time by
Maker with prepayments to be applied to the next scheduled payments in
accordance with Schedule A, and then, with respect to any such payment,
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first to interest and then to principal.
The occurrence of any one or more of the following events shall
constitute an event of default under this Note (an "Event of Default"),
provided, with respect to the events described in (a) or (b) below only, it
is not cured within fifteen (15) days of such event or waived:
(a) any payment due on this Note is not paid when due; or
(b) default is made in the performance or observance of any
covenant, agreement or provision to be performed or observed by Maker under
this Note or the Purchase Agreement; or
(c) (i) Maker shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to Maker,
or seeking to adjudicate it as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to its debts, or (B)
seeking appointment of a receiver, trustee, custodian or other similar
official for Maker or for all or any substantial part of its assets, or
Maker shall make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against Maker any case,
proceeding or other action of a nature referred to in clause (i) above
which (Y) results in the entry of an order for such relief or any such
adjudication or appointment or (Z) remains undismissed, undischarged or
unbonded for a period of sixty (60) days; or
(iii) there shall be commenced against Maker any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part
of its assets which results in the entry of an order for any such relief
which shall not have been vacated, discharged, or stayed or bonded pending
appeal within sixty (60) days from the entry thereof; or
(iv) Maker shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in clauses (c)(i), (ii) or (iii) above.
If an Event of Default shall have occurred, then, and in each and
every such case, the full amount of this Note, including all accrued and
unpaid interest hereon, shall be immediately due and payable (in the case
of events described in clauses (a) and (b) above, upon declaration by the
Holder), such amount becoming so due and payable without presentation,
protest or further demand or notice of any kind, all of which are hereby
expressly waived, and Holder shall be entitled to receive, to the extent
lawful, reasonable attorneys' fees for the collection of such amount.
In the event that, for any reason, Paul Mendez ceases to serve as
the Chief Executive Officer of Maker, Maker covenants that, within 120 days
from such cessation, it will select a new Chief Executive Officer and will
notify Holder of such selection. If, in its discretion, Holder is
dissatisfied with the selection of the new Chief Executive Officer made by
Maker, Holder will have an option, exercisable for 180 days from the date
such new Chief Executive Officer takes office, to require Maker to prepay
this Note in full (including all unpaid principal and interest) six months
from the time Holder notifies Maker in writing of Holder's exercise of such
option.
Maker hereby covenants that for such time as amounts are
outstanding under this Note, Maker shall make any cash payments with
respect to any shares of the Series A Preferred Stock, par value $1.00 per
share, of Maker (the "Preferred Stock"), only in accordance with the
following limitations (the "Cash Limitations"), subject, however, to the
restrictions imposed by the terms of the Senior Debt:
(a) Maker shall pay dividends on the Preferred Stock
(including accrued but unpaid dividends and current
dividends) in cash only from Available Net Income. For
purposes of this Note, Available Net Income shall mean
100% of net income earned by Maker beginning February
1, 1997 and thereafter, less any amounts paid with
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respect to the Preferred Stock (whether in the form of
dividends, redemption payments or repurchase payments)
from February 1, 1997 to the date of the payment for
which the determination of Available Net Income is
being made; and
(b) Maker shall redeem or repurchase Preferred Stock with
cash only from 50% of Available Net Income as of the
date of such redemption or repurchase.
Notwithstanding the foregoing Cash Limitations, Maker shall be
permitted to make payments with respect to the Preferred Stock (whether in
the form of dividends, redemptions or repurchases) in amounts in excess of
Available Net Income at the time of such payment (an "Excess Payment"),
subject, however, to the restrictions imposed by the terms of the Senior
Debt and provided that:
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(a) any such Excess Payment is made through the issuance of
notes subordinate in right of payment to this Note; and
(b) such subordinated notes are serviced only to the extent
of 50% of Available Net Income.
The foregoing shall not preclude Maker from exchanging such
Preferred Stock for Common Stock or for other classes or series of capital
stock of Maker (provided, however, that the restrictions on dividends and
redemptions shall apply to any stock for which such Preferred Stock is
exchanged).
As an inducement to Holder to accept this Note from Maker in
accordance with the terms of the Purchase Agreement, Maker hereby covenants
that for such time as amounts are outstanding under this Note, Maker will
not, in connection with the incurrence of debt other than any debt obtained
from the Senior Creditor, or its successors and/or assigns, agree with the
lender of such debt to design events of default under such debt with a view
to avoiding the payment of amounts due under this Note in accordance with
its terms.
Maker hereby covenants that if, at any time while this Note is
outstanding, Maker ceases to be required under the Securities Exchange Act
of 1934 (the "Exchange Act") to file periodic reports with the Securities
and Exchange Commission, it will furnish to Holder (i) within 45 days from
the end of each of the first three quarters of each fiscal year of Maker,
financial statements of the nature required to be filed by Form 10-Q under
the Exchange Act for each such fiscal quarter and (ii) within 90 days from
the end of each fiscal year of Maker, audited financial statements for each
such fiscal year.
Any notice, presentation or demand to or upon Maker in respect of
this Note may be given or made in writing to the address set forth above,
and shall be deemed to be duly given if personally delivered with receipt
acknowledged, if mailed by registered or certified mail, first class,
postage prepaid, or if delivered by a nationally recognized overnight
courier service to such address, or, if any other address shall at any time
be designated for this purpose by Maker in writing to Holder, to such other
address.
The provisions of this Note shall be construed and interpreted,
and all rights and obligations hereunder determined, in accordance with the
laws of the State of New York, without reference to the conflict of laws
principles thereof.
This Note shall bind Maker and its successors and assigns, and
shall inure to the benefit of Holder and its successors and assigns.
IN WITNESS WHEREOF, Maker has duly executed this Note on the day
and year first above written.
FIRECOM, INC.
By: /s/ Paul Mendez
--------------------------------------
Name: Paul Mendez
Title: President
