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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 1996
EDUDATA CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-12850 13-3152648
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(Commission File Number) (I.R.S. Employer
Identification No.)
376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 234-0042
Not Applicable
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(Former address, if changed since last report)
Total number of pages in this document: 26
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TABLE OF CONTENTS
ITEM 1. CHANGE IN CONTROL OF REGISTRANT . . . . . . . . . . . . . . . . . 3
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. . . . . . . . . . . . . . . 4
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS . . . . . . . . . . . . . . . . 8
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
EXHIBITS
10.1 Contribution Agreement Between Edudata and DMD
10.2 Contribution Agreement Between Edudata and BDI
10.3 Letter of Authorization and Declaration of Exclusive Rights by
JV "DENTOMAL"
10.4 Letter of Authorization and Declaration of Exclusive Rights by
NPO "ALTECH"
10.5 Agreement by and between DMD and Boston Marketing Company, Ltd.
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
As of March 1, 1996, Edudata Corporation ("the Company" or "Edudata")
acquired all the outstanding securities of Dental/Medical Diagnostic Systems
LLC ("DMD"), a California limited liability company, and Bavarian Dental
Instruments, Inc. ("BDI"), a California close corporation, in exchange for the
issuance by the Company of a total of 5,000,000 restricted shares of its common
stock. The acquisition was effected pursuant to the terms of two Contribution
Agreements dated February 29, 1996 ("Contribution Agreements") between the
Company and DMD and the Company and BDI.
The purpose of these transactions was to acquire the operating
businesses of the two entities, DMD and BDI. DMD is a manufacturer and
distributor of intra-oral cameras and BDI is a distributor of dental burs. The
businesses of DMD and BDI are described in greater detail in Item 2 below.
In connection with the DMD Contribution Agreement, Robert H.
Gurevitch, Hiroki Umezaki, Fred Kinley and Dewey Perrigo (collectively, the
"DMD Members") tendered a total of one hundred percent (100%) of the membership
interests of DMD to the Company in exchange for a total of four million
(4,000,000) shares of common stock of the Company. Messrs. Gurevitch and
Umezaki contributed, collectively, approximately Five Hundred Forty-Three
Thousand Dollars ($543,000) and Messrs. Kinley and Perrigo contributed services
to DMD for their membership interests or as paid-in-capital. The shares of the
Company's common stock were allocated among the DMD Members in proportion to
their membership interests in DMD, as follows: Mr. Gurevitch (50%), Mr.
Umezaki (40%), Mr. Kinley (5%) and Mr. Perrigo (5%). Thus, the DMD Members
received the following number of shares: Mr. Gurevitch (2,000,000 shares), Mr.
Umezaki (1,600,000 shares), Mr. Kinley (200,000 shares) and Mr. Perrigo
(200,000 shares).
In connection with the BDI Contribution Agreement, Messrs. Gurevitch,
Perrigo and Anatoly Borodyansky (collectively, the "BDI Shareholders") tendered
a total of one hundred percent (100%) of the capital stock of BDI to the
Company in exchange for a total of one million (1,000,000) shares of common
stock of the Company. Mr. Gurevitch contributed approximately Eighty-Two
Thousand Dollars ($82,000) and Messrs. Perrigo and Borodyansky contributed
services to BDI for their shares of capital stock or as paid-in-capital. The
shares of the Company's common stock were allocated among the BDI Shareholders
in proportion to their membership interests in BDI, as follows: Mr. Gurevitch
(55%), Mr. Borodyansky (40%) and Mr. Perrigo (5%). Thus, the BDI Shareholders
received the following number of shares: Mr. Gurevitch (550,000 shares), Mr.
Borodyansky (400,000 shares) and Mr. Perrigo (50,000 shares).
In addition, on March 5, 1996, the Company issued options to purchase
15,000 shares of the Company's common stock to each of the new board members,
Messers. Gurevitch and Umezaki, Marvin H. Kleinberg and Gerald K. Kitano. The
Company also issued options to purchase 120,000 shares of the Company's common
stock
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to Tyler Runnels for services rendered in connection with the acquisition of
DMD and BDI. All of the options described in this paragraph are immediately
exercisable at a price of $0.30 per share and expire on March 4, 2001.
As a result of these transactions, Messrs. Gurevitch and Umezaki are
currently the Company's largest shareholders, having beneficial ownership of
33.36% and 21.0% of the outstanding common stock, respectively.
NEW BOARD OF DIRECTORS
As part of the transactions described herein, all of the members of
the Company's board of directors, Henry L. Weldon, Mark W. Jaindl and John W.
Galuchie, Jr., resigned effective as of March 1, 1996. They were replaced by
Robert H. Gurevitch, as Chairman of the Board, Hiroki Umezaki, Marvin H.
Kleinberg and Gerald K. Kitano. Mr. Guervitch was also appointed the Company's
Chief Executive Officer and Mr. Umezaki was elected Secretary.
Prior to his appointment as Chairman of the Board and Chief Executive
Officer of the Company, Mr. Gurevitch had served, since August 1995, as the
President of both DMD and BDI. Mr. Gurevitch will continue in these executive
positions for both DMD and BDI. From August 1993 to August 1995, Mr. Gurevitch
was a private investor. Mr. Gurevitch was previously Chief Executive Officer
and Chairman of the Board for New Image Industries, Inc., a company whose
securities are registered under the Securities Exchange Act of 1934, as
amended, from February 1987 to August 1993.
Mr. Umezaki is also President of Intertex, Inc., a position that he
has held for more than five years. In addition, Mr. Umezaki is President of
Boston Marketing Company, Ltd. ("Boston Marketing"), a Japanese company with
which DMD has a license agreement to distribute the interoral camera system
discussed below. Mr. Umezaki was also Secretary of DMD prior to its
acquisition.
Mr. Kleinberg is an intellectual property attorney and has been a
partner in the law offices of Arant, Kleinberg, Lerner & Ram, located in Los
Angeles, California, for more than five years.
Mr. Kitano, for more than the past five years, has been primarily a
corporate and business attorney in the Law Offices of Gerald K. Kitano located
in Los Angeles, California.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As set forth more fully above in Item 1, as of March 1, 1996, the
Company acquired all the outstanding securities of DMD and BDI. Pursuant to
the Contribution Agreements, the former shareholders of DMD and BDI received a
total of
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five million shares of newly issued restricted Edudata common stock,
constituting 66.7% of the Company's currently outstanding common stock, in
exchange for all of the outstanding membership interests of DMD and all of the
outstanding shares of BDI.
The assets and liabilities acquired by the Company consist primarily
of cash and cash equivalents, accounts receivable, inventory, furniture and
fixtures, accounts payable, accrued liabilities and notes payable. The purpose
of these transactions was to acquire the operating businesses of the two
entities, DMD and BDI. DMD is a manufacturer and distributor of intra-oral
cameras and BDI is a distributor of dental burs, which are use as dental drill
bits. The Company intends, through its ownership of DMD and BDI, to continue
the businesses of these entities.
General Business Description of DMD and BDI
Dental/Medical Diagnostics Systems LLC (DMD) designs, develops,
manufactures and distributes an intraoral camera (the "TeliCam Intraoral Camera
System") exclusively to the dental market place. The camera is designed to
assist the dental professional and staff in diagnosing and demonstrating oral
problems to the patient. Bavarian Dental Instruments, Inc. (BDI) distributes
high quality reusable diamond dental burs.
DMD was formed in August 1995 and, from that time, has been primarily
involved in designing, developing, manufacturing and marketing the TeliCam
Interoral Camera System. The first shipments to customers of the TeliCam
System commenced in early February 1996. BDI was formed in October 1995 and,
from that time, has been primarily involved in negotiating a distribution
agreement to import from Russia and to distribute and market dental burs in the
United States and elsewhere. The first sales of the burs commenced in early
March 1996.
The TeliCam Interoral Camera System
The TeliCam Intraoral Camera System features the latest 1/3 inch
camera, CCD chip and CCU processor with fiberoptic illumination. The image
capturing mechanism is built into the processor and an automatic light
intensity control eliminates reflection and glare. The TeliCam Uni-lens
handpiece allows capture a maximum of four images and is designed to focus on a
tooth as close as 2 mm or as far away as a full extraoral image. The Uni-lens
can also capture magnified photographs of x-rays. Each system includes a 13
inch S-VHS color monitor to view the images. The fiber optic light rod is
contained in a monocoil cable and swiveling base. The base camera system is
currently priced at $3,995.
Management believes that the TeliCam is the only intraoral camera
presently capable of capturing and displaying images without the use of a
printer, unlike many other systems. Images are captured using a frame grabber
built into the CCU processor. For patient and insurance company use, the
Company also offers two high speed, high resolution color printers which allow
for the production of multi-format hard
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copy images. Printers are currently offered at $1,395 each. Other optional
equipment is also available. DMD holds the exclusive, worldwide rights to
market the Teli camera and frame grabber circuitry to the dental market and has
the rights to use the "TeliCam" trademark through an agreement with Boston
Marketing.
Dental Burs
The dental burs distributed by BDI are imported from two companies
located in Russia known as JV "DENTOMAL" and NPO "ALTECH", pursuant to
exclusive distribution agreements for United States, Canada, Mexico, Guatemala,
Honduras, Nicaragua, Costa Rica, Panama, Venezuela, Columbia, Peru, Bolivia,
Paraguay, Brazil, Argentina and Chile. The agreements expire in December 1998.
The JV "DENTOMAL" agreement terminates should BDI not place any orders for six
consecutive months. As of February 29, 1996, the Company had an inventory of
approximately 479,000 burs. The burs are manufactured to ISO 9000 standards,
are reusable, autoclavable, vibration free and are of precision quality. The
Company currently markets the burs at prices between $.99 and $1.50 per bur,
dependent on quantity ordered.
Hardware
Except as specifically discussed below, the Company assembles and
tests the TeliCam System at its facility located in Irvine, California. The
Company purchases the non-proprietary hardware components included as part of
its TeleCam System from outside sources. Except for the CCU processor that is
purchased from one supplier under the licensing agreement with Boston
Marketing, discussed above, multiple sources of supply are available for all
parts and components.
Marketing and Sales
Sales of the TeliCam Systems and burs in the United States are made
through full-time employees working out of the Company's headquarters and by a
national field force of independent, non-exclusive sales representatives who
operate under the supervision of independent Regional Managers. The majority
of the sales made by the Company are the result of leads created principally
from responses to direct mail solicitations, advertising in trade publications
and attending trade shows. The sales representatives currently are compensated
on a commission basis.
The Company currently does not sell its products internationally,
although it intends to do so in the future. BDI and DMD are currently
investigating the most effective manner in which to market the TeliCam System
worldwide and the burs to markets in North and South America.
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Training, Customer Support and Product Service
Little or no training is required to operate the TeliCam System. All
TeliCam Systems currently sold by DMD come with a one year standard limited
parts and labor warranty on the hardware components. Technical support is
available to answer customers' telephone inquiries through the Company's offices
in Irvine, during regular working hours. Burs are offered with satisfaction or
money back guarantee.
Patents and Proprietary Rights
The Company regards its imaging systems as proprietary trade secrets
and attempts to protect them with confidentiality agreements it has entered into
with its employees and the confidentiality provisions in its agreements with its
sales representatives. While the Company does not own the patents, DMD holds
the exclusive, worldwide rights to market the Teli camera and frame grabber
circuitry #CS611ONTSC-PAL to the dental market and has the rights to use the
"TeliCam" trademark through an agreement with Boston Marketing. The Company
also holds the exclusive rights to market and sell JV "DENTOMAL" and NPO
"ALTECH" manufactured dental burs in sixteen (16) North and South American
countries, including the United States and Canada, for a period of three years
that began in December 1995.
Competition
There are many companies that compete in the intraoral camera market.
The Company believes that the TeliCam System and dental burs offered by it are
superior to competing products currently being marketed to the dental industry
at these price points.
Several of the companies with which Company competes currently are
better financed and have more resources than the Company. There can be no
assurance that competitive pressures will not result in price reductions or
that other developments in the market that might have an adverse effect on the
Company.
Employees
As of March 14, 1996, the Company had twenty-seven (27) full-time
employees, which includes officers, production, customer service,
administration, sales and marketing, and research and development personnel.
Properties
The corporate headquarters and principal offices of DMD and BDI are
located in Westlake Village, California, in approximately 3,900 square feet of
space
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under a lease that expires on November 14, 2000. The lease provides for
aggregate minimum monthly rental payments of approximately $5,600. The lease
also requires the Company to pay taxes, maintenance fees, insurance, and
periodic rent increases based on a published price index. In addition, under a
lease that expires on November 1, 1998, the companies lease approximately 5,700
square feet in a building in Irvine, California where it manufactures and
distributes the TeliCam System and distributes dental burs. The lease payments
for this space are approximately $3,700 per month. The lease also requires the
Company to pay taxes, maintenance fees, insurance, and provides for periodic
rent increases.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired:
It is impracticable for the Company to provide financial
statement information as of the date hereof. However, the Company will file
the financial statements as soon as practicable, but not later than May 14,
1996.
(b) Pro Forma Financial Information:
It is impracticable for the Company to provide pro forma
financial information as of the date hereof. However, the Company will file
the pro forma financial information as soon as practicable, but not later than
May 14, 1996.
(c) Exhibits pursuant to Item 601 of Regulation S-K:
10.1 The Contribution Agreements dated February 29, 1996
by and between the Company and DMD.
10.2 Contribution Agreement dated February 29, 1996 by and
between the Company and BDI.
10.3 Letter of Authorization and Declaration of Exclusive
Rights by JV "DENTOMAL" to BDI dated December 25,
1995.
10.4 Letter of Authorization dated January 3, 1996 and
Declaration of Exclusive Rights dated December 21,
1995 by NPO "ALTECH" to BDI.
10.5 Agreement by and between DMD and Boston Marketing
Company, Ltd. dated February 1, 1996.
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SIGNATURE
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, thereunto duly authorized.
EDUDATA CORPORATION
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(Registrant)
Date: March 18, 1995 By: /s/ Robert H. Gurevitch
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Robert H. Gurevitch
Chief Executive Officer
and Chairman of the Board
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EXHIBIT 10.1
CONTRIBUTION AGREEMENT
The undersigned Robert H. Gurevitch, Hiroki Umezaki, Fred Kinley and
Dewey Perrigo (hereinafter jointly and severally referred to as "Members")
hereby tender a total of one hundred percent (100%) of the membership interests
of Dental/Medical Diagnostic Systems LLC, a California limited liability
company ("DMD") to Edudata Corporation, a Delaware corporation ("Edudata")
under the following terms and conditions:
1. Edudata shall deliver forthwith to the Members, in exchange
for their one hundred percent (100%) of the membership interests of DMD, a
total of four million (4,000,000) shares of common stock of Edudata. Said
shares of Edudata shall be allocated among the Members in proportion to their
membership interests in DMD.
2. This transaction is expressly conditioned upon the concurrent
issuance by Edudata of a total of one million (1,000,000) shares of common
stock of Edudata to the shareholders of Bavarian Dental Instruments, Inc., a
California close corporation ("Bavarian").
3. The Members represent and warrant as follows:
a. The Members are the sole members of DMD. Robert
Gurevitch owns 50%, Hiroki Umezaki owns 40%, Fred Kinley owns 5% and Dewey
Perrigo owns 5%. The Members contributed approximately Five Hundred Forty
Three Thousand Dollars ($543,000) to DMD for their membership interests or as
paid-in-capital.
b. DMD is a limited liability company duly organized,
validly existing, and in good standing under the laws of the State of
California, has all requisite power and authority to own, lease, and operate
its properties and to carry on its business as it is now conducted, and has
authority to enter into this agreement.
c. All issued and outstanding membership interests of
DMD have been duly authorized and validly issued and are fully paid and
nonassessable. There are no outstanding rights, options, warrants,
subscriptions, calls, convertible securities, or agreements of any character or
nature under which DMD is or may become obligated to issue or to transfer any
membership interests or other securities of any kind.
d. Each Member is acquiring his shares of common stock
of Edudata solely for his own account for investment and does not intend to
divide his shares with others or to resell or otherwise dispose of all or any
part of said shares.
e. Each Members acknowledges that, unless the acquired
shares are registered or the transaction is qualified
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under the appropriate state and federal securities laws, he may not resell,
hypothecate, transfer or assign, or make other disposition of the Edudata
shares, except in transaction excepted or exempted from the registration or
qualification requirements of such laws.
f. Each Member acknowledges that the acquired shares of
Edudata will be "restricted shares" as said term is defined in the Rules and
Regulations promulgated by the Securities and Exchange Commission under the
Securities Act of 1993, as amended. Each Member acknowledges that the acquired
shares shall have a legend upon them stating that the shares are restricted
shares, which legend shall be in such form as is ordinary and usual for this
type of transaction.
g. Each Member: (1) has reviewed this transaction with a
professional advisor (who is unaffiliated with and who is not compensated by
Edudata, or any affiliate or selling agent of Edudata, directly or indirectly)
who by reason of his or her business or professional experience has the
capacity to protect the Member's interests in connection with this transaction,
and/or (2) had during each of the preceding three (3) years: individual annual
income in excess of Two Hundred Thousand Dollars ($200,000); or joint annual
income (together with his spouse) in excess of Three Hundred Thousand Dollars
($300,000); or net worth (individually or jointly with his spouse) in excess of
One Million Dollars ($1,000,000).
h. Each Member has received a copy of the latest
available financial statements of Edudata and has been afforded (with his
attorneys and investment advisors, if any) to obtain any information related to
the business and financial condition of Edudata or necessary to verify the
accuracy of the financial statements of Edudata.
i. Each Member acknowledges that Edudata is relying on
exemptions from state and federal securities laws for the issuance of the
Edudata shares and is basing its reliance in part upon the foregoing
representations and warranties.
j. To the best of each Member's actual present knowledge
all of the following are true and correct:
i. DMD owes Robert H. Gurevitch $132,000 and
owes Hiroki Umezaki $150,000, which amounts are due and payable on or before
March 31, 1998, bear interest at the rate of six percent (6%) per annum, any
may be prepaid at anytime without penalty. Repayment of these loans is subject
to the provisions of paragraph 5(a) of this Agreement.
ii. There are no contracts or other transactions
between DMD, on the one hand, and any Member, on the other hand, except that
the Members are employees of DMD. The annual salary
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paid to Robert H. Gurevitch by DMD and Bavarian together was less than
$240,000.
k. Each Member, separately from the other Members,
believes that the following statements are true and correct and has no actual
present knowledge that they are untrue or not correct:
i. The financial statements of DMD as of
December 31, 1995, delivered to Edudata are true and correct as of their date
(except for the loans described in paragraph j(i) which were not included in
said financial statements), there have been no material negative changes or
events to DMD since the time of the financial statements, and the Member does
not know of any event which with the passage of time will cause a material
negative change.
ii. Returns of products sold by DMD have not
exceeded three percent (3%) of sales.
iii. DMD has no uncollectible receivables.
iv. The budget dated February 2, 1996, fairly
depicts the anticipated results of DMD and Bavarian for the year 1996. Edudata
acknowledges that said budget is an estimate and that the Members are not
warranting that the projections shall be obtained.
v. In the event DMD merges into a C Corporation
that is wholly owned by Edudata in accordance with applicable State law
following normal procedures for a tax-exempt merger, Edudata will not incur any
tax liability as a result of said merger.
vi. DMD has no tax liability other than such
liabilities as arise from the ordinary course of its business operations.
There are no liabilities, contingent or absolute, that are not disclosed in the
financial statements referred to in (i) above.
vii. DMD has all agreements, licenses, consents
and regulatory approval necessary to conduct its business as it is now
conducted, and is in compliance with all material laws, rules or regulations
known to be applicable to such business as it is now conducted.
l. Each Member acknowledges that this agreement was
prepared by the law firm of Gilchrist & Rutter, a Professional Corporation, who
are counsel for DMD and who do not represent the undersigned Members or
Edudata. Each Member further acknowledges that the law firm is relying upon
the above representations of the Members, has not rendered any tax advice with
respect to this transaction and did urge the Members to
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obtain independent advice about this transaction from independent attorneys,
tax specialists and financial advisers.
4. Edudata represents and warrants as follows:
a. Edudata is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and has
all requisite corporate power and authority (1) to own, lease, and operate its
properties and to carry on its business as it is now conducted; and (2) to
enter into, perform, and carry out the terms of this Agreement; and (3) to
issue and sell the four million (4,000,000) shares of common stock of Edudata.
b. The four million (4,000,000) shares of common stock
of Edudata to be issued to the Members shall, when issued, have been duly
authorized and validly issued and be fully paid and nonassessable.
c. Edudata has two million five hundred nine thousand
nine hundred (2,509,900) shares of common stock presently outstanding. All of
said shares have been duly authorized and validly issued and are fully-paid and
nonassessable. There are no outstanding rights, options, warrants,
subscriptions, calls, convertible securities, or agreements of any character or
nature under which Edudata is or may become obligated to issue or to transfer
any shares of its securities of any kind.
d. Edudata has cash and cash equivalents on hand of Six
Hundred Fifty Thousand Dollars ($650,000), net of all liabilities.
e. Edudata acknowledges that this agreement was prepared
by the law firm of Gilchrist & Rutter, a Professional Corporation, who are
counsel for DMD and who do not represent the undersigned Members or Edudata,
and further acknowledges that the law firm is relying upon the above
representations of Edudata, has not rendered any tax advise with respect to
this transaction, and has urged Edudata to obtain independent advice about this
transaction from independent attorneys, tax specialists and financial advisers.
5. All parties agree on the following provisions that are to
govern Edudata after the issuance of the four million (4,000,000) shares of
Edudata common stock to the Members.
a. Any loan obligation of Edudata payable to any
shareholder or member of DMD, Edudata or Bavarian or to any affiliate of such
shareholder or member, shall be paid solely from, and to the extent of,
positive cash flow of the combined businesses.
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b. Edudata shall not issue options to acquire more than
seven hundred fifty thousand (750,000) shares of common stock of Edudata at any
time prior to March 1, 1997.
c. No later than March 1, 1996, all three present
members of the Board of Directors of Edudata shall resign or be removed, and
the following four persons shall be elected in their stead: Robert H.
Gurevitch, Hiroki Umezaki, Marvin H. Kleinberg, and Gerald K. Kitano.
d. Robert H. Gurevitch shall not receive a salary from
Edudata for the twelve-month period ending March 1, 1997, in excess of Two
Hundred Forty Thousand Dollars ($240,000).
e. After the consummation of the purchase contemplated
by this Agreement and until March 1, 1997, Edudata shall not, without the prior
written consent of Sun Equities Corporation or its designee:
i. Make any payment or distribution to a related
party (other than compensation to employees or the repayment of loans as
permitted by paragraph 5 a above) except in a distribution to all shareholders
of Edudata;
ii. Enter into any contract or other transaction
with any related party (other than agreeing to employ such a person);
iii. Pay a salary or any fee to Robert H.
Gurevitch or to any affiliate or associate of Robert H. Gurevitch, other than
the Members, Shareholders of Bavarian and Ms. Andrea Niemiec, in excess of
$240,000 per annum;
iv. Pay salaries or fees to Robert H. Gurevitch,
Hiroki Umezaki, Fred Kinley, Dewey Perrigo and Ms. Andrea Niemiec in the
aggregate in excess of $700,000; and
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v. Issue any securities other than options to
acquire no more than 750,000 share of Edudata common stock.
6. As soon as practicable after the Closing, Edudata will send to
its shareholders the information statement required by Section 14f of the
Securities Exchange Act of 1934 and make such other filings required under
Federal securities law. This agreement may be executed in counterparts, all of
which taken together shall constitute a single agreement.
<TABLE>
<S> <C> <C>
/s/ ROBERT H. GUREVITCH
Dated: February 29, 1996 -------------------------
ROBERT H. GUREVITCH
Dated: February 29, 1996 /s/ HIROKI UMEZAKI
-------------------------
HIROKI UMEZAKI
Date: February 29, 1996 /s/ FRED KINLEY
-------------------------
FRED KINLEY
Dated: February 29, 1996 /s/ DEWEY PERRIGO
-------------------------
DEWEY PERRIGO
Dated: February 29, 1996 EDUDATA CORPORATION
By: /s/ JOHN W. GALUCHIE, JR.
--------------------------
Its: Treasurer
</TABLE>
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EXHIBIT 10.2
CONTRIBUTION AGREEMENT
The undersigned Robert H. Gurevitch, Anatoly Borodyansky and Dewey
Perrigo (hereinafter jointly and severally referred to as "Shareholders")
hereby tender a total of three thousand (3,000) shares of the capital stock of
Bavarian Dental Instruments, Inc., a California close corporation ("Bavarian"),
to Edudata Corporation, a Delaware corporation ("Edudata") under the following
terms and conditions:
1. Edudata shall deliver forthwith to the Shareholders, in
exchange for their three thousand (3,000) shares of capital stock of Bavarian,
a total of one million (1,000,000) shares of common stock of Edudata. Said
shares of Edudata shall be allocated among the Shareholders in proportion to
their shareholdings in Bavarian.
2. This transaction is expressly conditioned upon the concurrent
issuance by Edudata of a total of four million (4,000,000) shares of common
stock of Edudata to the members of Dental/Medical Diagnostic Systems LLC
("DMD").
3. The Shareholders represent and warrant as follows:
a. The Shareholders are the sole shareholders of
Bavarian and are the owners of three thousand (3,000) shares of the capital
stock of Bavarian, which constitutes all of the issued and outstanding shares
of stock at Bavarian. Robert H. Gurevitch owns one thousand six hundred fifty
(1,650) shares, Anatoly Borodyansky owns one thousand two hundred (1,200)
shares, and Dewey Perrigo owns one hundred fifty (150) shares. The
Shareholders contributed approximately Eighty-Two Thousand Dollars ($82,000) to
Bavarian for their shares of capital stock or as paid-in-capital.
b. Bavarian is a corporation duly organized, validly
existing, and in good standing under the laws of the State of California, has
all requisite corporate power and authority to own, lease, and operate its
properties and to carry on its business as it is now conducted, and has
authority to enter into this agreement.
c. All issued and outstanding shares of capital stock of
Bavarian have been duly authorized and validly issued and are fully paid and
nonassessable. There are no outstanding rights, options, warrants,
subscriptions, calls, convertible securities, or agreements of any character or
nature under which Bavarian is or may become obligated to issue or to transfer
any shares of its capital stock of any kind.
d. Each Shareholder is acquiring his shares of common
stock of Edudata solely for his own account for investment
-1-
<PAGE> 2
and does not intend to divide his shares with others or to resell or otherwise
dispose of all or any part of said shares.
e. Each Shareholder acknowledges that, unless the
acquired shares are registered or the transaction is qualified under the
appropriate state and federal securities laws, he may not resell, hypothecate,
transfer or assign, or make other disposition of the Edudata shares, except in
transaction excepted or exempted from the registration or qualification
requirements of such laws.
f. Each Shareholder acknowledges that the acquired
shares of Edudata will be "restricted shares" as said term is defined in the
Rules and Regulations promulgated by the Securities and Exchange Commission
under the Securities Act of 1993, as amended. Each Shareholder acknowledges
that the acquired shares shall have a legend upon them stating that the shares
are restricted shares, which legend shall be in such form as is ordinary and
usual for this type of transaction.
g. Each Shareholder: (1) has reviewed this transaction
with a professional advisor (who is unaffiliated with and who is not
compensated by Edudata, or any affiliate or selling agent of Edudata, directly
or indirectly) who by reason of his or her business or professional experience
has the capacity to protect the Shareholder's interests in connection with this
transaction, and/or (2) had during each of the preceding three (3) years:
individual annual income in excess of Two Hundred Thousand Dollars ($200,000);
or joint annual income (together with his spouse) in excess of Three Hundred
Thousand Dollars ($300,000); or net worth (individually or jointly with his
spouse) in excess of One Million Dollars ($1,000,000).
h. Each Shareholder has received a copy of the latest
available financial statements of Edudata and has been afforded (with his
attorneys and investment advisors, if any) to obtain any information related to
the business and financial condition of Edudata or necessary to verify the
accuracy of the financial statements of Edudata.
i. Each Shareholder acknowledges that Edudata is relying
on exemptions from state and federal securities laws for the issuance of the
Edudata shares and is basing its reliance in part upon the foregoing
representations and warranties.
j. To the best of each Shareholder's actual present
knowledge the following is true and correct: There are no contracts or other
transactions between Bavarian, on the one hand, and any Shareholder, on the
other hand, except that Shareholders are employees of Bavarian. The annual
salary paid to Robert H. Gurevitch by DMD and Bavarian together was less than
$240,000.
-2-
<PAGE> 3
k. Each Shareholder, separately from the other
Shareholders, believes that the following statements are true and correct and
has no actual present knowledge that they are untrue or not correct:
i. Although no financial statements of Bavarian
have been delivered to Edudata, there have been no material negative changes or
events to Bavarian since December 31, 1995, and the Shareholder does not know
of any event which with the passage of time will cause a material negative
change.
ii. Returns of products sold by Bavarian have not
exceeded three percent (3%) of sales.
iii. Bavarian has no uncollectible receivables.
iv. The budget dated February 2, 1996, fairly
depicts the anticipated results of DMD and Bavarian for the year 1996. Edudata
acknowledges that said budget is an estimate and that the Shareholders are not
warranting that the projections shall be obtained.
v. In the event Bavarian merges into a C
Corporation that is wholly owned by Edudata in accordance with applicable State
law following normal procedures for a tax-exempt merger, Edudata will not incur
any tax liability as a result of said merger.
vi. Bavarian has no tax liability other than such
liabilities as arise from the ordinary course of its business operations.
There are no liabilities, contingent or absolute, that are not disclosed in the
financial statements referred to in (i) above.
vii. Bavarian has all agreements, licenses,
consents and regulatory approval necessary to conduct its business as it is now
conducted, and is in compliance with all material laws, rules or regulations
known to be applicable to such business as it is now conducted.
l. Each Shareholder acknowledges that this agreement was
prepared by the law firm of Gilchrist & Rutter, a Professional Corporation, who
are counsel for Bavarian and who do not represent the undersigned Shareholders
or Edudata. Each Shareholder further acknowledges that the law firm is
relying upon the above representations of the Shareholders, has not rendered
any tax advice with respect to this transaction and did urge the Shareholders
to obtain independent advice about this transaction from independent attorneys,
tax specialists and financial advisers.
4. Edudata represents and warrants as follows:
-3-
<PAGE> 4
a. Edudata is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and has
all requisite corporate power and authority (1) to own, lease, and operate its
properties and to carry on its business as it is now conducted; and (2) to
enter into, perform, and carry out the terms of this Agreement; and (3) to
issue and sell the one million (1,000,000) shares of common stock of Edudata.
b. The one million (1,000,000) shares of common stock of
Edudata to be issued to the Shareholders shall, when issued, have been duly
authorized and validly issued and be fully paid and nonassessable.
c. Edudata has two million five hundred nine thousand
nine hundred (2,509,900) shares of common stock presently outstanding. All of
said shares have been duly authorized and validly issued and are fully-paid and
nonassessable. There are no outstanding rights, options, warrants,
subscriptions, calls, convertible securities, or agreements of any character or
nature under which Edudata is or may become obligated to issue or to transfer
any shares of its securities of any kind.
d. Edudata has cash and cash equivalents on hand of Six
Hundred Fifty Thousand Dollars ($650,000), net of all liabilities.
e. Edudata acknowledges that this agreement was prepared
by the law firm of Gilchrist & Rutter, a Professional Corporation, who are
counsel for Bavarian and who do not represent the undersigned Shareholders or
Edudata, and further acknowledges that the law firm is relying upon the above
representations of Edudata, has not rendered any tax advise with respect to
this transaction and has urged Edudata to obtain independent advice about this
transaction from independent attorneys, tax specialists and financial advisers.
5. All parties agree on the following provisions that are to
govern Edudata after the issuance of the one million (1,000,000) shares of
Edudata common stock to the Shareholders:
a. Any loan obligation of Edudata payable to any
shareholder or member of Bavarian, Edudata or DMD, or to any affiliate of such
shareholder or member, shall be paid solely from, and to the extent of,
positive cash flow of the combined businesses.
b. Edudata shall not issue options to acquire more than
seven hundred fifty thousand (750,000) shares of common stock of Edudata at any
time prior to March 1, 1997.
-4-
<PAGE> 5
c. No later than March 1, 1996, all three present
members of the Board of Directors of Edudata shall resign or be removed, and
the following four persons shall be elected in their stead: Robert H.
Gurevitch, Hiroki Umezaki, Marvin H. Kleinberg, and Gerald K. Kitano.
d. Robert H. Gurevitch shall not receive a salary from
Edudata for the twelve-month period ending March 1, 1997, in excess of Two
Hundred Forty Thousand Dollars ($240,000).
e. After the consummation of the purchase contemplated
by this Agreement and until March 1, 1997, Edudata shall not, without the prior
written consent of Sun Equities Corporation or its designee:
i. Make any payment or distribution to a related
party (other than compensation to employees or the repayment of loans as
permitted by paragraph 5 a above) except in a distribution to all shareholders
of Edudata;
ii. Enter into any contract or other transaction
with any related party (other than agreeing to employ such a person);
iii. Pay a salary or any fee to Robert H.
Gurevitch or to any affiliate or associate of Robert H. Gurevitch, other than
the Shareholders, Members of DMD and Ms. Andrea Niemiec, in excess of $240,000
per annum;
iv. Pay salaries or fees to Robert H. Gurevitch,
Hiroki Umezaki, Fred Kinley, Dewey Perrigo and Ms. Andrea Niemiec in the
aggregate in excess of $700,000; and
-5-
<PAGE> 6
v. Issue any securities other than options to
acquire no more than 750,000 shares of Edudata common stock.
6. As soon as practicable after the Closing, Edudata will send to
its shareholders the information statement required by Section 14f of the
Securities Exchange Act of 1934 and make such other filings required under
Federal securities law. This agreement may be executed in counterparts, all of
which taken together shall constitute a single agreement.
<TABLE>
<S> <C> <C>
Dated: February 29, 1996 /s/ ROBERT H. GUREVITCH
-----------------------------------
ROBERT H. GUREVITCH
Dated: February 29, 1996 /s/ ANATOLY BORODYANSKY
-----------------------------------
ANATOLY BORODYANSKY
Dated: February 29, 1996 /s/ DEWEY PERRIGO
-----------------------------------
DEWEY PERRIGO
Dated: February 29, 1996 EDUDATA CORPORATION
By: /s/ JOHN W. GALUCHIE, Jr.
-------------------------------
Its: Treasurer
</TABLE>
-6-
<PAGE> 1
EXHIBIT 10.3
JOINT VENTURE RUSSIA-GERMANY
Temillino-4, Lyubertsy District
Moscow Region, Russia 140070
[DENTOMAL LOGO] Telephone (Moscow): 557-59-41
Fax (Moscow): 557-51-11
Telex: 206125 DIAM SU
Cable: 206786 (For Russia only)
________________________________________________________________________________
Your No.: ____________
Your Date: ____________
Our No.: ____________
Our Date: ____________
LETTER OF AUTHORIZATION
This letter is to certify that the "BAVARIAN DENTAL INSTRUMENTS INC."
is the sole initial U.S. Distributor of Dental Burs, manufactured by
JV "DENTOMAL."
The "BAVARIAN DENTAL INSTRUMENTS INC." is authorized to list Dental
Burs with FDA on behalf of JV "DENTOMAL" and maintain Historical
Listing File.
/s/ V.A. Serebriakov
------------------------------
V. A. Serebriakov
General Director
JV "DENTOMAL"
<PAGE> 2
JOINT VENTURE RUSSIA-GERMANY
Temillino-4, Lyubertsy District
Moscow Region, Russia 140070
[DENTOMAL LOGO] Telephone (Moscow): 557-59-41
Fax (Moscow): 557-51-11
Telex: 206125 DIAM SU
Cable: 206786 (For Russia only)
________________________________________________________________________________
Your No.: ____________
Your Date: ____________ To: BAVARIAN DENTAL INSTRUMENTS, Inc.
200 Westlake Blvd., #202
Our No.: ____________ Westlake Village, California 91362, USA.
Our Date: December 25, 1995
DECLARATION OF EXCLUSIVE RIGHTS.
This is to confirm that BAVARIAN DENTAL INSTRUMENTS Inc., the US Company, has
an exclusive rights to market and sell JV ""DENTOMAL", the Russian Company's
manufactured products - Dental Diamond Burs (FG type 3) for the North and South
America's following countries:
North America South America
------------- -------------
United States of America Venezuela
Canada Colombia
Mexico Peru
Guatemala Bolivia
Honduras Paraguay
Nicaragua Brazil
Costa Rica Argentina
Panama Chile
This exclusive authorization is JV "DENTOMAL," contractual commitment and valid
for 3 (three) years from the date this document is signed.
By signing this document JV "DENTOMAL," Company guaranties not to market nor
sell the Company's products directly and/or indirectly through any Person,
Distributor, Importer or Organization for North and South American markets.
Should no orders are placed by BAVARIAN DENTAL INSTRUMENTS, Inc. within
consecutive 6 (six) months this document is no longer in force. This
Declaration of exclusive rights enters into force from the date of
confirmation of the first order for products.
/s/ V.A. SEREBRIAKOV
- ------------------------------ [SEAL] 25.12.95
V.A. Serebriakov
General Director
<PAGE> 1
EXHIBIT 10.4
"AJITEX"
NPO "ALTECH"
Republic of Belarus
220092. Minsk
Tel. 51-01-11 Fax: 51-12-11
________________________________________________________________________________
January 3, 1996
LETTER OF AUTHORIZATION
THE "BAVARIAN DENTAL INSTRUMENTS, INC." IS THE SOLE INITIAL U.S.
DISTRIBUTOR OF DENTAL BURS. "BAVARIAN DENTAL INSTRUMENTS, INC." IS
AUTHORIZED TO LIST DENTAL BURS WITH FDA ON BEHALF OF NPO "ALTECH" AND
MAINTAIN HISTORICAL LISTING FILE. NPO "ALTECH IS THE MANUFACTURER OF
DENTAL BURS.
/s/ V.K. Karagulfin, President January 3, 1996
------------------------------
V. K. KARAGULFIN
<PAGE> 2
"AJITEX"
TEL. 51-01-11 FAX. 51-12-11
N. __________________ " "_______________19 r.
To: BAVARIAN DENTAL INSTRUMENTS, Inc.
200 Westlake Blvd., #202
Westlake Village, California 91362, USA.
DECLARATION OF EXCLUSIVE RIGHTS.
This is conform that BAVARIAN DENTAL INSTRUMENTS Inc., the US Company, has an
exclusive to market and sell NPOO "Altech"/NPP "Sistema", the Republic of
Belarus Company's manufactured products (Dental Instruments) for the North and
South America's following countries:
North America South America
------------- -------------
United States of America Venezuela
Canada Colombia
Mexico Peru
Guatemala Bolivia
Honduras Paraguay
Nicaragua Brazil
Costa Rica Argentina
Panama Chile
This exclusive authorization is NPOO "Altex"/NPP "Sistema" Company's contractual
commitment and valid for 3 years from the date this document is signed. By
signing this document NPOO "Altech"/NPP "Sistema" Company guarantees not market
nor sell the Company's products directly and/or through any Person, Distributor,
Importer or Organization for North and South American markets.
/s/ V.K. KARAGULKIN
- ------------------------------ [SEAL] Date December 24, 1995
V.K. Karagulkin
President
<PAGE> 1
EXHIBIT 10.5
BOSTON MARKETING COMPANY, LTD.
Head Office
12-1, 4-Chome Higashi-Nippori
Arakawa-Ku, Tokyo, Japan
Telephone: (813) 3803-0155
Facsimile: (813) 3803-6807
AGREEMENT
This agreement is made between Boston Marketing Company, Ltd. of 12-1,
4-Chome, Higashi-Nippori, Arakawa-Ku, Tokyo, Japan and Dental/Medical
Diagnostic Systems LLC of 200 North Westlake Blvd., Suite 202, Westlake
Village, CA 91362 that Dental/Medical Diagnostic Systems LLC is given the
exclusive rights to market the Teli camera CS6110 NTSC with Frame Grabber and
CS6110 PAL with Frame Grabber for the dental market.
It is also agreed that Dental/Diagnostic Systems LLC is given the
rights to use "TELICAM" as trade mark.
Agreed and signed by Agreed and signed by
/s/ HIROKI UMEZAKI /s/ ROBERT H. GUREVITCH
- -------------------------- ----------------------------
Boston Marketing Co., Ltd. Dental/Medical Diagnostic
Systems LLC
Date: February 1, 1996 Date: February 2, 1996
