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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 5, 1996 (Date of earliest event reported: November 10, 1995)
AMERICAN BUSINESS COMPUTERS CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 0-14922 59-2001203
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
451 KENNEDY ROAD
AKRON, OHIO 44305
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 733-2841
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
The Company hereby reports on events it deems important to its security
holders:
Effective November 10, 1995, the Company entered into a new Sales and
Exclusivity Agreement with The Sherwin-Williams Company ("Sherwin-Williams"),
which supersedes the Development and Manufacture Agreement dated July 27, 1992
and the L.C.R.U. Tint System Development and Manufacture Agreement dated
September 14, 1993.
Effective December 6, 1995, the Company and Sherwin-Williams agreed to
terminate the Chemical Coatings Development Agreement dated October 14, 1993.
The Company will rebate the research and development revenues billed to
Sherwin-Williams under the original agreement.
See the attached Exhibit I for the Sales and Exclusivity Agreement.
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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.
AMERICAN BUSINESS COMPUTERS
CORPORATION
Date: January 5, 1996 By: GARY T. SALHANY
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Gary T. Salhany
Treasurer
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EXHIBIT I
SALES AND EXCLUSIVITY AGREEMENT
This Agreement is made and entered into this 10th day of November, 1995
by and between American Business Computers Corporation, a Florida corporation
("ABCC") and The Sherwin-Williams Company, an Ohio Corporation ("S-W").
RECITALS:
A. ABCC desires to manufacture and sell Tint Systems.
B. S-W desires to purchase Tint Systems.
C. S-W desires to develop software for Tint Systems.
NOW, THEREFORE, in and for the consideration set forth herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. DEFINITIONS. The following words shall have the definitions
indicated:
(a) S-W Software - the software programs and instructions developed
by S-W for use in connection with the Tint Systems.
(b) Tint Systems - computer controlled fluid delivery system
referred to as Tint-A-Color/TD 122 and T.A.C.-C.B./TD 101 (as
well as fluid delivery systems intended for use as paint
colorant dispensers that are functionally equivalent thereto)
minus the S-W Software. ABCC recognizes and agrees that the
term "Tint-A-Color" is a trademark belonging to S-W and shall
not be used on any Tint Systems sold to Third Parties.
(c) Third Parties - companies other than ABCC and S-W who are in
the business of selling architectural paint, in the United
States, Canada, or Mexico.
2. EXCLUSIVITY. ABCC agrees not to sell or license its Tint Systems
(as well as fluid delivery systems intended for use as paint colorant dispensers
that are functionally equivalent thereto) for resale to any paint manufacturer
other than S-W, into the United States, Canada, or Mexico from the date of this
Agreement until April 30, 1997.
3. THIRD PARTY SALES. Tint Systems may be sold by S-W and ABCC to
Third Parties in the United States, Canada, and Mexico. ABCC agrees to notify
S-W prior to contacting any Third Party, or S-W customer. In the event that a
Third Party is also a paint manufacturer, ABCC shall not have the right to sell
Tint Systems to that Third Party without the express written waiver by S-W of
its exclusivity rights under Paragraph 2, which waiver may be granted or denied
in S-W sole discretion.
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4. S-W SOFTWARE SALES. At S-W's sole discretion, not obligation, they
may assist ABCC in the placement of Tint Systems to Third Parties. This
assistance may include providing ABCC with certain proprietary S-W Software. The
parties agree to negotiate, on a case-by-case basis, the amount of compensation
due from ABCC to S-W for this assistance.
5. TINT SYSTEMS PRICING. ABCC agrees to provide preferred pricing
to S-W (see "Schedule 1").
ABCC agrees not to sell to any other company at a price lower
than the price sold to S-W for the same quantity.
6. MANUFACTURE. ABCC shall manufacture or supervise and license a
Third Party to manufacture Tint Systems for S-W until April 30, 2006. The
specifications for Tint Systems in existence as of the date of this Agreement
shall not be changed without the prior written permission of S-W. S-W shall
have the right to approve any Third Party manufacturer and the terms and
conditions of any license between ABCC and such manufacturer.
7. RIGHT OF S-W TO MANUFACTURE. ABCC hereby grants to S-W, under
ABCC's technology, and any patents pertaining thereto, the right to manufacture
Tint Systems or have a Third Party of its choice manufacture Tint Systems until
April 30, 2006, provided that S-W remit a royalty payment of
per Tint System unit manufactured.
8. PAYMENT AND DELIVERY TERMS. All Tint Systems shall be shipped by
Manufacturer F.O.B. factory destination. Invoices for Tint Systems shall be
sent at the time of shipment and shall be paid net thirty (30) days.
9. CONFIDENTIALITY. The parties hereby acknowledge the Secrecy
Agreement dated October 11, 1991, a copy of which is attached hereto as Schedule
2 and incorporated by reference herein. The parties agree that the terms and
conditions of the Secrecy Agreement dated October 11, 1991 shall govern the
relationship created by this Agreement. The obligations of confidentiality
imposed by said Secrecy Agreement shall remain in effect until April 30, 2006.
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10. ASSIGNMENT. This Agreement shall not be assigned.
11. NOTICES. Any notice, request or other communication given
hereunder shall be deemed sufficient if given by registered or certified mail,
overnight courier mail or facsimile addressed to the party set forth below, and
shall be deemed effective upon the date of transmittal as follows:
If to S-W: The Sherwin-Williams Company
101 Prospect Avenue, North West
Cleveland, Ohio 44115
Attention: Vice President of Operations - Consumer Brands Division
Facsimile Number: 216.566.3114
With a copy to: The Sherwin-Williams Company
101 Prospect Avenue, North West
Cleveland, Ohio 44115
Attention: General Counsel
Facsimile Number: 216.566.1708
If to ABCC: American Business Computers Corporation
451 Kennedy Road
Akron, Ohio 44305-4439
Attention: President
or at such other address or using such other methods of notice as the parties
may hereafter designate in writing.
Notices requests or communications given by any other means shall not
be deemed effective until actually received in writing by the
addressee(s) noted above.
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12. ENTIRE AGREEMENT. This Agreement, including Schedule 1
attached hereto and incorporated herein, is the entire agreement between the
parties hereto with respect to the matters set forth herein. This Agreement
supersedes any prior agreements, representations or understandings between the
parties relating to the subject matter hereof, including the Development and
Manufacture Agreement dated July 27, 1992 and the L.C.R.U. Tint System
Development and Manufacture Agreement dated September 14, 1993, with the
exception of the Chemical Coatings Development Agreement dated October 14, 1993
and the Secrecy Agreement attached hereto as Schedule 2. No conditions, usage
of trade, course of dealing or performance, understanding, agreement or standard
form may be used to vary, explain or supplement the terms and conditions of this
Agreement, except to the extent that S-W shall be entitled to place orders on
its standard Purchase Order and to the extent any term of such Purchase Order is
inconsistent with the terms hereof, the terms hereof shall govern.
13. AMENDMENT. This Agreement, including the Schedules attached
hereto, may be modified or amended only by a written instrument executed by duly
authorized representatives of each party.
14. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have entered into this Agreement
effective as of the date first above written.
THE SHERWIN-WILLIAMS AMERICAN BUSINESS
COMPANY COMPUTERS CORPORATION
By: WILLIAM A. McSWAIN By: ROBERT A. CUTTING
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Title: VP Operations CBD Title: President
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