<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
LASERGATE SYSTEMS, INC.
- -------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.03 PER SHARE
- -------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
517906 509
- -------------------------------------------------------------------------------
(CUSIP NUMBER)
HERBERT STRAUSZ
RBB BANK, AG
BURGING 16
8010, GRAZ,
AUSTRIA
- -------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 28, 1999
- -------------------------------------------------------------------------------
(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 1 of 12 Pages)
<PAGE> 2
Page 2 of 12 Pages
CUSIP NO. 517906 509
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons RBB Bank, Aktiengesellschaft
----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) (b) X
--------------------- ---------------------
(3) SEC Use Only
----------------------------------------------------------
(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)
(6) Citizenship or Place of Organization AUSTRIA
----------------------------------
Number of (7) Sole Voting Power O
------------------------
Shares Bene-
ficially (8) Shared Voting Power 7,837,332 SHARES
----------------------
Owned by Each
Reporting (9) Sole Dispositive Power O
---------------------
Person With
(10) Shared Dispositive Power 7,837,332 SHARES
-------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,837,332 shares
----------------------------------------------------------------------
----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 51.2%
-------------------
(14) Type of Reporting Person BK
----------------------------------------------
<PAGE> 3
Page 3 of 12 Pages
This Amendment No. 1 to Schedule 13D is being filed on behalf of the
undersigned to amend the Schedule 13D (the "Schedule 13D") which was originally
filed on February 3, 1999. Unless otherwise indicated, all capitalized terms
used herein but not defined herein shall have the same meaning as set forth in
the Schedule 13D. This Amendment is being filed pursuant to Rule 13d-2 of the
General Rules and Regulations under the Securities and Exchange Act of 1934 as
amended. Only those items reported herein are amended. All other items remain
unchanged.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the transactions referred to under Item 6
below, the Bank is now the holder of 7,837,332 Common Shares.
(b) As a result of the transaction referred to under Item 6
below, the Bank is the sole holder of the power to vote or direct the vote and
the sole holder of the power to dispose or direct the disposition of the Common
Shares. The persons on whose behalf the bank acts may revoke this power at any
time by notice to the Bank.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On June 21, 1999 the Bank and Advantix (now known as Tickets.com, Inc.)
("Tickets.com") entered into the First Amendment to Agreement (the "First
Amendment"), dated that date. The First Amendment amended the Purchase Agreement
in several material respects. First, notwithstanding that the consummation of
the transactions contemplated by the Purchase Agreement was to have occurred on
or prior to May 15, 1999, Tickets.com agreed to purchase all of the Preferred
Shares within three business days after the Issuer executed a definitive
Agreement and Plan of Merger (the "Merger Agreement") with Tickets.com pursuant
to which a subsidiary of Tickets.com would merge with and into the Issuer (the
"Merger"). Second, Tickets.com agreed to pay 170.081 shares of Tickets.com
common stock or $435.00 for each outstanding Preferred Share, at the option of
the holder of each of the Preferred Shares. Third, the parties agreed that
Tickets.com would purchase the Common Shares as part of the Merger under the
Merger Agreement and not as a separate transaction under the Purchase Agreement.
The obligation of Tickets.com to purchase the Preferred Shares was subject to
the resignation by Jacqueline E. Soechtig as an officer and director of the
Issuer and Ms. Soechtig's general release of the Issuer and Tickets.com. All
other provisions contained in the Purchase Agreement remained in full force and
effect.
On June 28, 1999, the Bank sold and delivered the Preferred Shares to
Tickets.com and Tickets.com paid $754,290 and issued 674,541 shares of its
common stock pursuant to the First Amendment.
As a result of the transactions referred to above, the Bank's holding
of the Issuer's shares has been reduced to 7,837,332 Common Shares. The shares
represent 51.2% 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 (the
most recent quarterly report filed by the Issuer). The Bank is the record holder
of the Common Shares and entered into the Purchase Agreement on instructions
<PAGE> 4
Page 4 of 12 Pages
from the holders of the Underlying Shares; the power to vote the Common Shares
and the power to dispose of the Common Shares (to the extent such power may be
exercised at all, after giving effect to the transactions contemplated by the
Merger Agreement) remain with the approximately 60 independent holders of the
Common Shares, each of whom is an Austrian national.
On June 21, 1999 the Bank and the Issuer entered into a Settlement and
Release Agreement (the "Settlement Agreement") settling the legal action
commenced on February 8, 1999 by the Bank against the Issuer and its directors
in the Circuit Court of Pinellas County, Florida. Thereafter, the Issuer and its
directors interposed certain defenses and counterclaims against the Bank in that
case. Pursuant to the Settlement Agreement, the Issuer delivered inducement
letters from each of the Issuer's directors containing mutual releases pursuant
to which each of the Bank, the Issuer and Tickets.com released the directors and
each of the directors generally released the Bank, the Issuer and Tickets.com
from claims, liabilities and obligations. The inducement letters provided for
the resignation of the three directors and, in the case of Jacqueline Soechtig,
the termination of her employment as well. The parties agreed to dismiss the
action with prejudice.
The Settlement Agreement also provided that, as a material condition to
the Bank's obligations set forth therein, immediately after approving the
transactions contemplated by the Merger Agreement and recommending that the
Issuer's shareholders accept the Merger and adopt and approve the Merger
Agreement, the Issuer's Board of Directors would (i) appoint David A. Riley as
the Issuer's President and Chief Executive Officer, (ii) fill two existing
vacancies with David A. Riley and Steven H. Noble III and (iii) then resign from
the Issuer's Board of Directors. The three individuals who comprised the
Issuer's board immediately prior to June 21, 1999 so acted, and Mr. Riley and
Mr. Noble, having been so appointed, comprise the Issuer's Board of Directors,
subject to the Issuer's compliance with the applicable rules and regulations of
the Securities and Exchange Commission.
Clifford Soechtig, the husband of Jacqueline Soechtig also provided an
inducement letter containing a mutual release and terminating his employment
with the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - First Amendment to Stock Purchase Agreement, dated
January 24, 1999, between the Bank and Advantix, dated June
21, 1999.
Exhibit B - Settlement and Release Agreement, dated as of June
21, 1999, among the Bank and the Issuer.
<PAGE> 5
Page 5 of 12 Pages
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: July 7, 1999 By: /S/ Herbert Strausz
--------------------------------------
Name: Herbert Strausz
Title: Authorized Signatory
<PAGE> 6
Page 6 of 12 Pages
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Document Begins At:
<S> <C> <C>
Exhibit A First Amendment to Stock Purchase Page 7
Agreement
Exhibit B Settlement and Release Page 9
Agreement
</TABLE>
<PAGE> 1
Exhibit A
FIRST AMENDMENT TO AGREEMENT
This First Amendment to the Agreement (the "Agreement") dated as of
June 21, 1999 (the "Agreement") is entered into by and between Tickets.com,
Inc., a Delaware corporation ("Tickets.com", formerly known as Advantix, Inc.)
and RBB Bank AG, a bank organized under the laws of Austria ("RBB").
BACKGROUND
The parties have determined that it is in their mutual best interest to
amend the Agreement in order to permit Tickets.com to purchase the 5,700 shares
of Series G Preferred Stock (the "Preferred Shares") of Lasergate Systems, Inc.
("Lasergate") held by RBB prior to any merger between Tickets.com and Lasergate
(the "Merger"). Accordingly, in consideration of the mutual covenants and
agreements set forth below, the parties agree as follows:
TERMS
1. Purchase of Preferred Shares. Tickets.com agrees to purchase
all of the Preferred Shares within three business days (the
"Closing Date") of the execution of a definitive agreement and
plan of merger between Tickets.com, Advantix Acquisition Corp.
and Lasergate, in exchange for, at the election of RBB, (a)
170.081 shares of the common stock of Tickets.com for each
outstanding Preferred Share; or (b) $435.00 per each
outstanding Preferred Share, or a combination thereof. RBB
shall make its election, in writing, no later than 5:00 p.m.
Eastern time on June 21, 1999. If RBB elects to receive cash,
it shall include its wire transfer instructions with the
notice of its election.
2. Sale of Preferred Shares. On the Closing Date, RBB shall sell,
transfer, convey and deliver to Tickets.com, and Tickets.com
shall purchase and accept delivery of, the Preferred Shares.
RBB shall deliver to Tickets.com stock certificates
representing the Preferred Shares, together with appropriate
stock powers endorsed in blank.
3. Purchase Price. In exchange for this transfer of the Preferred
Shares by RBB, Tickets.com shall transfer, convey and deliver
to RBB cash or shares of the common stock of Tickets.com, or a
combination thereof, pursuant to the election made by RBB on
or before June 11, 1999 in accordance with Section 1 above. If
applicable, Tickets.com shall deliver to RBB a stock
certificate representing such shares of Tickets.com common
stock.
<PAGE> 2
4. Shares of Common Stock Held by RBB. The shares of common stock
of Lasergate held by RBB shall be purchased as part of the
Merger and not as part of this purchase transaction.
5. Conditions to Closing. The obligation of Tickets.com to
purchase RBB's Preferred Shares shall be subject to the
following conditions: (a) the execution of a definitive merger
agreement by Tickets.com and Lasergate; and (b) the
resignation of Jacqueline E. Soechtig ("JES") as an officer
and director of Lasergate and the receipt by Lasergate of a
release from JES (reasonably acceptable to Tickets.com).
6. Effect of the Agreement. All other provisions contained in the
Agreement and not amended by this Agreement, remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date set forth above.
TICKETS.COM, INC.
By: /s/ John M. Markovich
---------------------------------
John M. Markovich,
Executive Vice President
RBB BANK AG
By: /s/ Herbert Strausz
---------------------------------
Herbert Strausz, Manager
U.S. Equities
<PAGE> 1
Exhibit B
SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement (this "Agreement") is made of the
21st day of June, 1999, by and between RBB Bank, AG ("RBB"), a bank formed under
the laws of Austria having its address at Burging 16, 8010 Graz, Austria, and
Lasergate Systems, Inc. ("LSI"), a Florida corporation having its address at
2189 Cleveland Street, Suite 230, Clearwater, Florida 33765.
WHEREAS, RBB has commenced an action (the "Action") against Lasergate,
which action is now pending as Case No. 99-1435, CI Section 88B in the Circuit
Court of Pinellas County, Florida;
WHEREAS, LSI has interposed certain defenses and counterclaims in the
Action;
WHEREAS, subject to the terms and conditions set forth below, the
parties now desire to provide for the settlement and discontinuance of the
Action and all other disputes between them; and;
WHEREAS, the parties contemplate that LSI will enter into a agreement
and plan of merger (the "Merger Agreement"), with Tickets.com, Inc.
("Tickets.com"), a Delaware corporation, and Advantix Acquisition Corp.
("AAC"), a Delaware corporation;
NOW, THEREFORE, in consideration of the mutual premises set forth below
and other good and valuable consideration in hand received, the undersigned
hereby agree as follows:
1. The Inducement Letters and Mutual Releases. As a condition precedent
to the Bank's obligations under this Agreement, LSI will deliver (i) the
inducement letter in the form of Exhibit A annexed to this Agreement
countersigned by Jacqueline Soechtig; (ii) the inducement letter in the form of
Exhibit B annexed to this Agreement countersigned by Clifford Soechtig; (iii)
the inducement letter in the form of Exhibit C annexed to this Agreement
countersigned by John Chluski; and (iv) the inducement letter in the form of
Exhibit D annexed to this Agreement
<PAGE> 2
countersigned by Frank Swacker. Each of the inducement letters referred to in
this Section (the "Inducement Letters") includes mutual releases pursuant to
which each of RBB, LSI and Tickets.com releases the persons named above in this
section, and each of such persons releases each of RBB, LSI and Tickets.com.
2. The Action. Upon the execution of the Merger Agreement by all
parties thereto, the Action will be dismissed with prejudice.
3. Reformation of Board. It is a material condition to the obligations
of RBB set forth in this Agreement and the releases provided for in favor of LSI
that, immediately after approving the transactions set forth in the Merger
Agreement, the board of directors of Lasergate fill two existing vacancies with
David Riley and Steven Noble, and that John J. Chluski and Frank W. Swacker
resign from LSI's Board of Directors immediately after so filling such vacancies
and electing David Riley as the President of LSI. Any failure by LSI's Board of
Directors to comply with this provision will result in the possible revival of
the Action. LSI will provide RBB with all information required for inclusion in
any filings to be made by RBB or LSI with the SEC, to the extent the same relate
to LSI, its officers or directors.
4. Releases. RBB and LSI are executing and delivering to each other
executed counterparts of the Agreement and General Release substantially in the
form of Exhibit E annexed hereto. Both RBB and LSI acknowledge that such
Agreement and General Release is not effective until the execution of the Merger
Agreement by Tickets.com, AAC and LSI.
5. Miscellaneous. Except as set forth in a separate letter, dated the
date of this Agreement, from RBB to Jacqueline Soechtig (the "Soechtig Letter")
and in the Inducement Letters, this Agreement constitutes a single, integrated
written contract expressing the entire agreement of the parties to this
Agreement. Except as set forth in the Soechtig Letter or in the Inducement
Letters, no representation, promise or inducement has been made by either party
that is not embodied in this Agreement, and neither party shall be bound by or
be liable for any alleged representation, promise or inducement not so set
forth. This Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of the parties to this Agreement, and each of them.
No modification, amendment or waiver of any of the provisions contained in
<PAGE> 3
this Agreement, or any future representation promise, or condition in connection
with the subject matter of this Agreement, shall be binding upon any party to
this Agreement unless made in writing and signed by such party. If any term,
provision or covenant in this Agreement the Soechtig Letter or in any Inducement
Letter is held to be invalid, void or unenforceable, (i) the remainder of the
terms, provisions and covenants in this Agreement, the Soechtig Letter and the
Inducement Letters shall remain in full force and effect and shall in no way be
affected, impaired or invalidated, and (ii) to the fullest extent possible, the
provisions of this Agreement, the Soechtig Letter and the Inducement Letters
(including, without limitation, all portions of any Section of this Agreement
containing any such provision held to be invalid, void or unenforceable that are
not themselves invalid, void or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void or
unenforceable. This Agreement and any of the other Transactional Documents may
be executed in one or more counterparts, each of which shall be deemed an
original and, when taken together, shall constitute one and the same agreement
which shall be binding and effective as to the parties to this Agreement.
6. Governing Law. This Agreement, the Soechtig Letter and the
Inducement Letters (collectively, the "Transactional Documents") shall be
governed by and construed and enforced in accordance with the laws of the State
of Florida applicable to agreements made and to be performed entirely in
Florida.
7. Jurisdiction. Each of the parties hereto hereby irrevocably and
unconditionally consents and submits to the exclusive jurisdiction of any state
or federal court located within the County of Pinellas, State of Florida, in
connection with any, actions, suits or proceedings arising out of or relating to
any of the Transactional Documents or the transactions contemplated hereby or
thereby, waives any objection to venue in such jurisdiction, and agrees that
service of any summons, complaint, notice or other process relating to such
proceeding may be effected (x) as provided by Section 8, or (y) to their
respective attorneys at their respective addresses set forth in Section 8 by
U.S. certified mail, or (z) if not so permitted by applicable law, as otherwise
may be permitted by applicable law.
<PAGE> 4
8. Notices. Any notice pertaining to any of the Transactional
Documents and any summons, complaint, answer, notice or other process relating
to any controversy arising out of such documents, shall be in writing and shall
be served by delivering said notice (i) by hand, (ii) by overnight mail by a
internationally recognized carrier such as Federal Express or Airborne, (iii)
(except in the case of RBB Bank) by sending it by certified mail, postage
prepaid, return receipt requested, or (iv) by confirmed telefax, with notice
confirmed, to the party at the address set forth in the first paragraph of this
Agreement with copies to counsel as follows:
in the case of RBB Bank:
Greenberg Traurig
200 Park Avenue
New York, NY 10166
Attn: William A. Newman, Esq.
Fax: (212)805-9393
and in the case of Lasergate Systems, Inc.
Sandra E. Allen, Esq.
314 West Jefferson Street
Tallahassee, FL 32301
Fax: (850)561-3476
The addresses for notice may be changed by notice given to the other party
pursuant to this Section.
IN WITNESS WHEREOF, the undersigned have executed this Agreement, on
the date first written above.
RBB Bank, AG
By: /s/Herbert Strausz
------------------------------------
Herbert Strausz
Manager, U.S. Equities
Lasergate Systems, Inc.
By: /s/ A.P. Jones
------------------------------------
A. P. Jones
Vice President
