<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LASERGATE SYSTEMS, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.003 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
HERBERT STRAUSZ
RBB BANK, AG
BURGING 16
8010, GRASZ,
AUSTRIA
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 24, 1999
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
<PAGE>
CUSIP NO. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
RBB Bank, Aktiengesellschaft
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(2) Check the Appropriate Box if a Member of a Group
(a) (b) X
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(3) SEC Use Only
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(4) Source of Funds OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization AUSTRIA
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Number of (7) Sole Voting Power 32,655,549
Shares Bene- ------------------------------------------
ficially (8) Shared Voting Power 0
Owned by Each -----------------------------------------
Reporting (9) Sole Dispositive Power 32,655,549
Person With --------------------------------------
(10) Shared Dispositive Power 0
------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount in Row (11) 81.4%
-------------------------
(14) Type of Reporting Person BK
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) TITLE AND CLASS OF SECURITY: This statement relates to the shares of
common stock, par value $.003 per share, of Lasergate Systems, Inc., a
Florida corporation (the "Common Stock").
(b) ISSUER: Lasergate Systems, Inc.
2189 Cleveland Street
Clearwater, Florida 33765
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by RBB Bank, AB (the "Bank"), a
commercial bank formed under the laws of Austria. The directors
and executive officers (the "Directors and Officers) of the
Bank are Hans-Dieter Prentner, Hermann Poeltl, Werner Strasznig and
Ingo Maric. The address of its principal business and the address of
its principal office is Burging 16, 8010, Grasz, Austria. The
business address of each of the Directors and Officers is the address
of the Bank. The present principal occupations and employments of each
of the Officers and Directors is with the Bank. During the past five
years, neither the Bank nor any of the Directors and Officers has
been convicted in a criminal proceeding. During the past five years,
neither the Bank nor any of the Directors or Officers has been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The transactions reported by this Schedule 13D are the acquisition by
the Bank from approximately 60 independent holders of Common Stock, each of
which is an Austrian national, of sole authority (i) to give consent to the
removal of the Issuer's board of directors, (ii) to call a special meeting of
the Issuer's shareholders for purposes of electing its board of directors and
(iii) to dispose of 7,837,332 shares of the Issuer's Common Stock (the "Common
Shares") and 5700 shares of the Issuer's' Series G Preferred Stock (the
"Preferred Shares") convertible into an additional 24,818,217 Common Shares.
The Common Shares and the Preferred Shares are referred to in this Schedule as
the "Underlying Shares."
From time to time the Bank, acting in full compliance with local law,
recommends investments to various of its clients. In these cases, clients of
the Bank, acting independently of each other, acquire sole beneficial ownership
of the investment securities and the Bank holds the investment securities in its
name as nominee subject to the instructions of the beneficial holders as to
voting, disposition and all other matters incident to the ownership of the
investment securities. Whenever the investment security is a security that has
been registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and as long as the foregoing facts apply, the Bank
disclaims beneficial ownership of the underlying securities for all purposes of
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.
During June 1996, the Issuer completed a transaction subject to
Regulation S promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), in which the Bank acquired for approximately 60 independent
holders, each of which is an Austrian national, 8,000 shares of the Issuer's
Series F Preferred Stock. The investors paid $6,000,000 in cash, before
commissions and offering expenses, for these securities. The sources of
funds for the purposes were the personal funds of the respective independent
purchasers. No provision was made for representation by the Bank on the
Issuer's board of directors.
On November 4, 1997, the Issuer sold 7,500 shares of its Series G
Preferred Stock to holders of the Series F Preferred Stock in an transaction
pursuant to Regulation S under the Securities Act for $7,500,000. In the
transaction, the Issuer redeemed 7,945 shares of Series F Preferred Stock for
$6,000,000, providing the Issuer with $1,447,500 of net proceeds after the
expenses of the offering. The sources of the additional funds provided by the
investors were their respective personal funds. The terms of the Series G
Preferred Stock are set forth in the Issuer's Articles of Amendment of the
Issuer's Articles of Incorporation, filed as Exhibit 3.1 to the Issuer's
<PAGE>
Current Report on Form 8-K, dated November 19, 1997 (File No. 0-15873). The
shares of the Issuer's Series G Preferred Stock have no voting rights as such.
The shares of the Issuer's Common Stock into which such shares may be converted
have identical voting rights with all other shares of the Issuer's Common Stock.
The 7,500 shares of Series G Preferred Stock issued to the purchasers thereof
were by their terms convertible into 32,655,549 shares of the Issuer's Common
Stock after a period of 40 days. Notwithstanding this provision of the
Preferred Shares, the Issuer failed to obtain authorization from its
shareholders to increase the number of its authorized but unissued shares of
Common Stock and, accordingly, there are not sufficient additional shares of
Common Stock currently reserved for issuance upon conversion of all shares of
the Series G Preferred Stock.
On April 11, 1998, the Issuer converted 1,800 shares of Series G
Preferred Stock into 7,837,332 Common Shares. At the request of the beneficial
owners who converted their shares, the certificate representing the Common
Shares was registered in the name of the Bank.
In July 1998 certain clients of the Bank, including certain beneficial
holders of the Underlying Shares, loaned $300,000 to the Issuer by purchasing
the Issuer's $300,000 secured promissory note due July 31, 2000. The
purchasers of the debt security requested that the Issuer issue the Note in
the name of the Bank.
ITEM 4. PURPOSE OF TRANSACTIONS.
The purposes of the transactions described below in this Item 4 are to
dispose of the Underlying Shares to, and to cause the Issuer to enter into a
proposed cash merger transaction with, a third party.
From time to time during the second half of 1998, the Bank discussed
the prospects of the Issuer with representatives of Advantix, Inc.
("Advantix"), a privately-owned corporation based in Newport Beach, California.
On January 8, 1999 Advantix sent a letter to the Issuer stating that Advantix
was prepared to make an offer to purchase all outstanding shares of the Issuer
for a price of $0.10 per share and to close the transaction by January 31, 1999,
subject to completion of standard due diligence. Advantix also stated in its
letter that, upon the Issuer's agreement to consider its offer, Advantix was
prepared to loan $250,000 to the Issuer so that the Issuer could meet its
immediate cash needs. Advantix requested that the Issuer respond to its
letter by January 11, 1999. The Issuer did not so respond.
On January 24, 1999, following periodic individual consultations
between the Bank and the beneficial holders of the Underlying Shares, the Bank
received separate oral authorizations from the holders of the Underlying Shares
to agree to sell all of the Underlying Shares to Advantix at its offered price,
or the equivalent value in securities of Advantix, and to facilitate a
transaction that permitted Advantix to acquire all of the outstanding
securities of the Issuer in addition to the Underlying Shares. Concurrently,
Advantix proceeded to enter into discussions with the Issuer with a view to the
acquisition of the Issuer by a cash merger that would pay each holder of Common
Stock of the Issuer $0.10 per share.
On January 24, 1999 Advantix and the Bank entered into a Stock
Purchase Agreement (the "Purchase Agreement"), dated that date, providing for
the sale of the Underlying Shares of Advantix at a closing to be held not later
than May 15, 1999, or such later date as the Bank and Advantix agree. The
Purchase Agreement provides that the Bank will support the Merger and vote the
Underlying Shares in favor thereof and that Advantix will purchase the
Underlying Shares from the Bank if the Issuer does not approve the Merger by
January 31, 1999.
<PAGE>
The purchase price to be paid by Advantix will be (i) $0.10 cash for each
Underlying Share that is a Common Share and (ii), subject to adjustment as set
forth below, 170.081 shares of Advantix common stock for each Underlying Share
that is a Preferred Share. The foregoing exchange ratio may be increased or
decreased, on a proportionate basis, if prior to consummation of the
transactions contemplated by the Purchase Agreement, Advantix consummates a
private offering of its equity securities that results in gross proceeds to
Advantix of not less than $5,000,000 and the pre-offering valuation of Advantix
in connection with such private financing is greater or less than $190,000,000.
If Advantix has not consummated a registered public offering of its stock on or
before May 15, 1999, or such later date as Advantix and the Bank agree, then,
notwithstanding any other provision of the Purchase Agreement, the purchase
price will be (i) for each Underlying Share that is a Common Share, $0.10 cash,
and (ii) for each Underlying Share that is a Preferred Share, $0.10 cash for
each share of the Issuer's Common Stock into which such Underlying Share is
convertible at closing.
Additionally, the Bank and Advantix agreed in the Purchase Agreement
that if the board of directors of the Issuer does not approve the Merger on or
before January 31, 1999, the Bank will, as soon as possible thereafter, take all
appropriate or necessary actions, including without limitation making all
appropriate filings with the Securities and Exchange Commission, to elect a
majority of the members of the Issuer's board of directors, that the members of
the Issuer's board of directors would include David A. Riley and Stephen Fryer,
or other individuals acceptable to Advantix, and that David A. Riley would be
named as the Issuer's business manager. The Bank agreed not to, and agreed to
cause the Issuer not to, take action inconsistent with the purposes of this
Agreement or the Merger or otherwise detrimental to Advantix.
On January 28, 1999, after learning that the Issuer was taking steps
to file a petition under Chapter 11 of the Bankruptcy Act and had ceased
discussions with Advantix regarding additional credit lines and the Merger, and
after receiving sufficient authorizations from the holders of the Underlying
Shares and their representatives to take such steps, the Bank executed and
delivered to the Issuer a written consent in lieu of meeting which consent
removed all members of the Issuer's board of directors. Acting with the same
authority, on January 28, 1999 the Bank executed and delivered to the Issuer a
written demand for the Issuer to provide the Bank or its representatives with
the record of shareholders required to be maintained under Florida corporate law
so that the Bank could comply with the provision of Florida corporate law that
requires that a written consent signed by fewer that all shareholders of record
to be sent to all shareholders of record who did not execute such consent and a
separate written demand for the Issuer to call a meeting of its shareholders for
purposes of electing a board of directors.
On January 29, 1999 counsel to the Issuer sent a letter that purported
to reject the removal of Issuer's board of directors as well as the Bank's
demands for the record of holders and for the meeting
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the authorizations it received on and after
January 24, 1999 from the holders of the Underlying Shares, the Bank is the
beneficial owner of 32,655,549 shares of Common Stock, of which shares 7,837,332
are issued and outstanding. The 32,655,549 shares represent 81.4% of the
Issuer's Common Stock as reported in the Issuer's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1998. As of that date, the Issuer
had only 4,700,607 shares of Common Stock that were authorized but unissued and
consequently the Issuer would not be able to be issue more than 4,700,607 of the
24,818,217 shares of Common Stock the Bank would otherwise be entitled to
receive upon conversion of the 5,700 shares of Series G Preferred Stock that are
Underlying Shares.
(b) As a result of the authorizations it received on and after
January 24, 1999 from the holders of the Underlying Shares, until such
authorizations are revoked or otherwise terminate, the Bank is the sole holder
of the power to vote or to direct the vote and the sole holder of the power to
dispose or to direct the disposition of the Underlying Shares.
(c) Other than as reported in Item 4 above, there were no
transactions by the Bank during the past 60 days.
(d) For as long as the authorizations received by the Bank on and
after January 24, 1999 with respect to the Underlying Shares remain in effect,
no other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Underlying
Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reference is made to the Purchase Agreement referred to in Item 4
above. The Purchase Agreement provides, among other things for the transfer of
the Underlying Shares to Advantix and for the voting of the Underlying Shears in
favor of the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Stock Purchase Agreement, dated January 24, 1999, between
the Bank and Advantix.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
RBB BANK, AG
DATED: February 2 , 1999 By: /s/ Herberg Strausz
--------------------------------
Name: Herbert Strausz
Title: Authorized Signatory
<PAGE>
INDEX OF EXHIBITS
Document
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Exhibit A Stock Purchase Agreement
<PAGE>
Exhibit 99A
AGREEMENT
This Agreement ("Agreement"), made and entered into on the 24th day of
January 1999 by and between Advantix, Inc., a California corporation
("Advantix"), and RBB Bank AG, a bank organized under the laws of Austria
("RBB").
RECITALS
A. RBB is the record holder of seven million eight hundred thirty seven
thousand three hundred thirty two (7,837,332) shares (the "Common
Shares") of common stock of Lasergate Systems, Inc., a Florida
corporation ("Lasergate") (the "Lasergate Common Stock") and five
thousand seven hundred (5,700) shares (the "Preferred Shares," and
together with the Common Shares, the "Shares") of Series G Preferred
Stock of Lasergate (the "Lasergate Preferred Stock"), which are
convertible into twenty four million eight hundred eighteen thousand
two hundred seventeen (24,818,217) shares of Lasergate Common Stock.
The term Shares shall include appropriate adjustments for stock
splits, recapitalizations, combinations, conversions, exchanges and
other similar events relating to the Lasergate Common Stock and
Lasergate Preferred Stock.
B. RBB owns the Shares as nominee for its clients who are beneficial
owners of such shares.
C. Advantix desires to purchase all of the Shares and RBB desires to sell
all of the Shares on the terms and subject to the conditions set forth
in this Agreement (the "Purchase Transaction").
D. Advantix has proposed to the Board of Directors of Lasergate that
Lasergate will merge (the "Merger") with a subsidiary of Advantix
("New Subsidiary") whereby the outstanding Lasergate Common Stock will
be exchanged for $0.10 cash per share and the outstanding shares of
Lasergate Preferred Stock will be exchanged for preferred stock of New
Subsidiary (the "New Subsidiary Preferred Stock").
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the respective mutual
agreements, covenants, representations and warranties set forth herein, and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
<PAGE>
TERMS
1. RECITALS. The recitals set forth above are true and correct and are
hereby incorporated into and made a part of this Agreement.
2. APPROVAL OF MERGER. RBB agrees to vote all of its Shares in favor of
the Merger and to actively support the Merger and to execute such documents and
take such steps as are reasonably necessary to consummate the Merger. On or
after May 15, 1999, at the option of RBB upon 15 days prior written notice to
Advantix, the New Subsidiary Preferred Stock to be received by RBB in exchange
for the Preferred Shares shall be convertible into either (i) cash in the amount
of U.S.$0.10 for each share of Lasergate Common Stock into which such shares
could have been converted immediately prior to the consummation of the Merger
(the "Cash Consideration") or (ii) 170.081 shares of Advantix Common Stock for
each Preferred Share that was exchanged for such shares pursuant to the Merger
(the "Stock Consideration"). On or after June 15, 1999, at the option of
Advantix upon 15 days prior written notice to RBB, the New Subsidiary Preferred
Stock to be received by RBB in exchange for the Preferred Shares shall be
redeemable for the Cash Consideration or the Stock Consideration.
3. PURCHASE OF SHARES. In the event that the Board of Directors of
Lasergate does not approve the Merger on or before January 31, 1999, RBB agrees
to sell, and Advantix agrees to purchase, the Shares upon the terms and
conditions hereinafter set forth. In the event that the Board of Directors of
Lasergate approves the Merger on or before January 31, 1999, the provisions
herein relating to the purchase and sale of the Shares (other than pursuant to
Section 2) shall not become effective and the acquisition and disposition of the
Shares shall be pursuant to the definitive agreements governing the Merger.
4. SALE OF SHARES. On the Closing Date (as defined in below), RBB shall
sell, transfer, convey and deliver to Advantix, and Advantix shall purchase and
accept delivery of, the Shares, and RBB shall deliver to Advantix stock
certificates representing the Shares, together with appropriate stock powers
endorsed in blank or as otherwise instructed by Advantix.
5. PURCHASE PRICE.
A. PURCHASE PRICE. As consideration for this Agreement and as the
purchase price to be paid by Advantix for the Shares and all other obligations
of RBB under this Agreement, Advantix shall pay and deliver to RBB the following
consideration (the "Purchase Price"): (i) cash in an amount equal to U.S.$0.10
for each Common Share owned by RBB and being purchased by Advantix under this
Agreement, and (ii) subject to adjustment as set forth below, such number of
shares (the "Advantix Shares") of common stock of Advantix ("Advantix Common
Stock") as shall be equal to the Exchange Ratio (as defined below) multiplied by
the number of Preferred Shares owned by RBB and being purchased by Advantix
under this Agreement. The Exchange Ratio shall be 170.081 shares of Advantix
Common Stock for each share of Lasergate Preferred Stock.
<PAGE>
B. ADJUSTMENT OF PURCHASE PRICE. In the event that prior to Closing
Advantix consummates a private offering of its equity securities which results
in gross proceeds to Advantix of not less than $5 million (the "Private
Financing"), and the pre-offering valuation of Advantix in connection with such
Private Financing is less than or greater than U.S.$190 million, then the
Exchange Ratio shall be increased or decreased, as the case may be, on a
proportionate basis.
C. PAYMENT OF PURCHASE PRICE IN CASH. In the event that Advantix
has not consummated a registered public offering of Advantix Common Stock on or
before May 15, 1999 (the "Advantix IPO"), or such later date as Advantix and RBB
may agree, then, notwithstanding paragraphs A and B of this Section 3, the
Purchase Price shall be an amount equal to the sum of (i) U.S.$0.10 for each
Common Share owned by RBB and being purchased by Advantix under this Agreement
and (ii) U.S.$0.10 for each share of Lasergate Common Stock into which the
Preferred Shares may be converted on the Closing Date.
6. ADDITIONAL AGREEMENTS.
A. RIGHTS. From and after the date hereof, Advantix shall be
entitled to receive, and RBB shall promptly deliver to Advantix, all of RBB's
rights, title and interest with respect to any proceeds, revenues, dividends,
distributions, conversions, exchanges, penalties and all other economic benefits
arising from the ownership of the Shares, including without limitation any cash
penalties or other consideration payable on account of the Shares as a result of
Lasergate's failure to obtain shareholder authorization for the issuance of
additional shares of Lasergate Common Stock upon the conversion of the Lasergate
Preferred Stock.
B. PAYMENT OF PROMISSORY NOTE. Upon the consummation of the Merger,
Advantix shall cause Lasergate, or its successor, to pay to RBB all amounts as
they become due under the terms of that certain Promissory Note issued by
Lasergate in favor of RBB in the original principal amount of $300,000.
C. CONTROL OF LASERGATE BOARD OF DIRECTORS. In the event that the
Board of Directors of Lasergate does not approve the Merger on or before January
31, 1999, RBB shall, as soon as possible thereafter, take all appropriate or
necessary actions, including without limitation making all appropriate filings
with the Securities and Exchange Commission, to elect a majority of the members
of the Lasergate board of directors. The members of the Lasergate board of
directors shall include David A. Riley and Stephen Fryer, or such other
individuals as are acceptable to Advantix, and David A. Riley shall be named as
Lasergate's business manager.
D. FUTURE ACTION. RBB agrees, and agrees to cause Lasergate, not to
take any action, including voting the Shares, inconsistent with the purposes of
this Agreement or the Merger or otherwise detrimental to Advantix.
E. CONVERSION. RBB agrees not to convert the Preferred Shares into
shares of Common Stock prior to the earlier to occur of the Closing and the
consummation of the Merger without the prior written consent of Advantix.
<PAGE>
7. NON-SOLICITATION. From and after the date hereof until the earlier to
occur of the Closing and the consummation of the Merger, RBB shall not, and
shall not permit its officers, directors, employees, advisors, representatives
or agents to directly or indirectly, solicit, initiate, encourage (including by
way of furnishing information) or take any other action to facilitate any
inquiry or the making of any proposal which constitutes, or may be reasonably
expected to lead to, any acquisition or purchase of any of the Shares. If RBB
receives a proposal relating to the purchase of all or any portion of the
Shares, RBB shall immediately inform Advantix in writing of the terms and
conditions of such proposal and the identity of the person(s) making such
proposal, and keep Advantix fully and promptly informed of the status and
details of any such proposal and the response thereto.
8. REPRESENTATIONS AND WARRANTIES OF RBB. As an inducement for Advantix
to enter into this Agreement, RBB hereby represents and warrants to Advantix as
follows:
A. RBB has all requisite power and authority to enter into this
Agreement and to carry out its obligations hereunder. RBB has taken all action
necessary to authorize the execution and delivery of this Agreement, the
performance of its obligations hereunder and the consummation of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by RBB and constitutes a legal, valid and binding obligation of RBB,
enforceable against RBB in accordance with its terms. RBB is not bound by any
contractual or legal restriction from selling the Shares pursuant to the terms
of this Agreement.
B. RBB is the record owner of the Shares, and as of the date hereof
and the Closing Date, such Shares are owned by RBB free and clear of all liens,
encumbrances, security interests, and restrictions of any kind.
C. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby will not (i) result in a breach of any
provision of, or the termination of, or constitute a default under any agreement
to which RBB is a party or by which it or any of its assets may be bound, (ii)
violate or conflict with any applicable law, statute, ordinance, rule,
regulation, decree, writ, judgment, injunction or order of any governmental
authority, or (iii) require the consent, approval, authorization or permit of,
or filing with or notification to, any governmental authority other than the
U.S. Securities and Exchange Commission.
D. As of the Closing Date, RBB will have the absolute right and
authority to transfer the Shares to Advantix as described herein without the
consent of any other party, including without limitation the beneficial owners
of the Shares, and no agreement or instrument will be violated as a result such
transfer.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADVANTIX. As an
inducement for RBB to enter into this Agreement, Advantix hereby represents,
warrants and covenants to RBB as follows:
A. Advantix has all requisite power and authority to enter into this
Agreement and to carry out its obligations hereunder. Advantix has taken all
action necessary to authorize the
<PAGE>
execution and delivery of this Agreement, the performance of its obligations
hereunder and the consummation of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Advantix and constitutes a
legal, valid and binding obligation of Advantix, enforceable against Advantix in
accordance with its terms.
B. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby will not (i) result in a breach of any
provision of, or the termination of, or constitute a default under any agreement
to which Advantix is a party or by which it or any of its assets may be bound,
(ii) violate or conflict with any applicable law, statute, ordinance, rule,
regulation, decree, writ, judgment, injunction or order of any governmental
authority, or (iii) require the consent, approval, authorization or permit of,
or filing with or notification to, any governmental authority other than the
U.S. Securities and Exchange Commission.
10. INDEMNIFICATION OF ADVANTIX BY RBB. RBB agrees to indemnify, defend
and hold Advantix and its successors and assigns harmless against and in respect
of any and all liabilities, losses, damages, claims, penalties, fines, costs and
expenses of any kind which may be incurred (including, without limitation,
reasonable attorneys' and accountants' fees) (collectively, "Losses"), arising
out of or due to:
A. any and all liabilities arising out of any claims of ownership to
any of the Shares, whether absolute, accrued, contingent, liquidated or
unliquidated, existing or arising out of a state of facts existing at or prior
to the Closing, and expenses relating thereto;
B. any misrepresentation or any breach of any representation or
warranty on the part of RBB under, in or with respect to this Agreement;
C. any breach of any covenant or agreement on the part of RBB under,
in or with respect to this Agreement;
D. any and all and all liabilities arising out of any claims by the
beneficial owners of the Shares; and
E. any and all actions, suits, proceedings, demands, assessments or
judgments, costs and expenses incidental to any of the foregoing matters.
Notwithstanding the foregoing, RBB's aggregate liability for indemnifiable
Losses pursuant to clauses A or B of this Section shall not exceed the Purchase
Price.
11. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNIFICATION
OBLIGATIONS. All representations, warranties, covenants, agreements and
indemnification obligations of RBB and Advantix contained in this Agreement
shall survive the Closing.
12. ATTORNEYS' FEES. In the event a suit or proceeding is brought by a
party to this Agreement to enforce its provisions, or to seek remedy for any
breach hereof, the prevailing party
<PAGE>
shall be entitled to receive its reasonable attorneys' fees and disbursements
incurred in connection with such suit or proceeding, including fees and expenses
incurred in any appellate proceedings.
13. CLOSING. The transfers and deliveries to be made pursuant to this
Agreement (the "Closing") shall take place not later than ten days following the
consummation of the Advantix IPO (the "Closing Date"); provided however, that in
the event that Advantix has not consummated the Advantix IPO on or before May
15, 1999, or such later date as Advantix and RBB may agree, May 15, 1999, or
such later date shall be the Closing Date. Time shall be of the essence with
respect to this Agreement.
14. CONDITIONS TO CLOSING. The obligations of the parties to consummate
the Purchase Transaction shall be subject to the following conditions, which may
be waived in whole or in part by the parties:
A. LASERGATE BANKRUPTCY. In the event that Lasergate (i) applies
for or consents to the appointment of a receiver, trustee or liquidator of all
or a substantial portion of its assets, files a voluntary petition in bankruptcy
or consents to an involuntary petition, makes a general assignment for the
benefit of its creditors, or files a petition or answer seeking reorganization
or arrangement with its creditors; or (ii) suffers any order, judgment or decree
to be entered by any court of competent jurisdiction, adjudicating Lasergate to
be bankrupt or approving a petition seeking its reorganization or the
appointment of a receiver, trustee or liquidator of Lasergate or of all or a
substantial part of its assets, then, unless RBB and Advantix otherwise agree in
writing, the Closing Date shall be postponed so long as such condition exists
for up to 180 days. This Agreement shall automatically be terminated in the
event that such condition continues for more than 180 days.
B. BREACHES. In the event that either party breaches any of its
agreements, covenants, representations or warranties under this Agreement, and
such breach can not be cured or remains uncured for more than ten days after
notice of such breach is delivered by the non-breaching party, then the
non-breaching party shall not be obligated to consummate the Purchase
Transaction.
15. EXPENSES. Each of Advantix and RBB shall bear its own expenses
(whether or not incurred prior to the date hereof) in connection with the
discussion, evaluation, negotiation and documentation of, or otherwise arising
out of, this Agreement and the transactions contemplated thereby.
16. ENTIRE AGREEMENT. This Agreement contains the entire Agreement between
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements, understandings, negotiations and discussions, both written and
oral, between the parties hereto with respect to the transactions contemplated
hereby.
17. FURTHER ASSURANCES. From and after the Closing, RBB shall, upon
request of Advantix and at no expense to Advantix, execute and deliver such
documents and instruments and perform such other acts as Advantix shall from
time to time reasonably request in order to confirm
<PAGE>
or more fully vest in Advantix title to the Shares and allow Advantix to realize
the benefits of this Agreement.
18. AMENDMENT. No amendment, modification or termination of the Agreement
shall be effective unless in writing signed by the parties hereto.
19. NO WAIVER. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions hereof, nor shall
any such waiver constitute a continuing waiver unless otherwise expressly so
provided.
20. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement, all of
which are inserted conditionally on their being valid in law, and, in the event
that any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid, this Agreement shall be
construed as if such word(s), phrase(s), sentence(s), clause(s) or section(s)
had not been inserted.
21. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same Agreement and
each of which shall be deemed an original.
22. APPLICABLE LAW; VENUE; SPECIFIC PERFORMANCE. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York. The parties agree to the jurisdiction of any court located in the State
of New York agree that the venue of any action or proceeding relating to this
Agreement shall be in New York. Advantix and RBB agree that each shall be
entitled to the equitable remedy of specific performance if at any time any such
party hereto shall desire to enforce any provision of this Agreement.
23. JURY WAIVER. RBB AND Advantix HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY LITIGATION BASED HEREIN, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT, ANY OTHER DOCUMENTS OR INSTRUMENTS CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.
<PAGE>
NOW THEREFORE, the parties hereto have executed and delivered this
Agreement as of the date first written above.
RBB BANK AG
By: /s/ Herbert Strausz
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Its: Managing director US Equity
ADVANTIX, INC.
By: /s/ Tom Gimple
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Its: President & CEO
