SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14-c of the Securities
Exchange Act of 1934
Check the appropriate box:
x Preliminary information statement Confidential, for use of the Commission
only (as permitted by Rule 14c-5(d) (2))
Definitive information statement
DELTA COMPUTEC INC
-------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
No fee required.
x Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:60
Common and Preferred
(2) Aggregate number of securities to which transaction applies:
18,468,850 Shares of Common, N0 (0) Shares of Preferred
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how It was determined):
$3,425,280.25
(4) Proposed maximum aggregate value of transaction:
$3,425,280.25
(5) Total fee paid:
$685.06 (1/50th of 1% of transaction: .01X .02 X $3,425,280.25 =
$685.06)
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
None
(2) Form, Schedule or Registration Statement No.: Schedule 14C (Preliminary
Information Statement)
(3) Filing Party: Delta CompuTec Inc. (DCIS) (4) Date Filed: July 28, 1998
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13.4 Amendment; Waiver. This Agreement may not be modified,
amended, supplemented, canceled or discharged, except by written instrument
executed by all parties. No failure to exercise, and no delay in exercising, any
right, power or privilege under this Agreement shall operate as a waiver, nor
shall any single or partial exercise of any right, power or privilege hereunder
preclude the exercise of any other right, power or privilege. No waiver of any
breach of any provision shall be deemed to be a waiver of any preceding or
succeeding breach of the same or any other provision, nor shall any waiver be
implied from any course of dealing between the parties. No extension of time for
performance of any obligations or other acts hereunder or under any other
agreement shall be deemed to be an extension of the time for performance of any
other obligations or any other acts. The rights and remedies of the parties
under this Agreement are in addition to all other rights and remedies, at law or
equity, that they may have against each other.
13.5 Binding Effect; Assignment. The rights and obligations of
this Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns. Nothing expressed or implied herein shall be
construed to give any other Person any legal or equitable rights hereunder.
Except as expressly provided herein, the rights and obligations of this
Agreement may not be assigned by the Company or Lobozzo without the prior
written consent of Alpha Micro, nor may it be assigned by Alpha Micro without
the prior written consent of the Company and Lobozzo.
13.6 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument.
13.7 Interpretation. When a reference is made in this Agreement
to an article, section, paragraph, clause, schedule or exhibit, such reference
shall be deemed to be to this Agreement unless otherwise indicated. The headings
contained herein and on the schedules are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement or the
schedules. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Time shall be of the essence in this Agreement.
13.8 Governing Law; Severability. This Agreement shall be
construed in accordance with and governed for all purposes by the laws of the
State of California applicable to contracts executed and to be wholly performed
within such State. If any word, phrase, sentence, clause, section, subsection or
provision of this Agreement as applied to any party or to any circumstance is
adjudged by a court to be invalid or unenforceable, the same will in no way
affect any other circumstance or the validity or enforceability of any other
word, phrase, sentence, clause, section, subsection or provision of this
Agreement. If any provision of this Agreement, or any part thereof, is held to
be unenforceable because of the duration of such provision or the area covered
thereby, the parties agree that the court making such determination shall have
the power to reduce the duration and/or area of such provision, and/or to delete
specific words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered as of the day and year first above written.
Date: August 4, 1998
ALPHA MICROSYSTEMS,
a California corporation
By:
Douglas J. Tullio, President
ALPHA MICRO MERGER CORP.,
a Delaware corporation
By:
Douglas J. Tullio, President
DELTA COMPUTEC INC.,
a New York corporation
By:
Its:
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JOSEPH LOBOZZO II, individually
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JOANNE LOBOZZO, individually
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