SECURITIES AND EXCHANGE COMMISSION{PRIVATE }
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No.2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) September 29,
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1995
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MANAGEMENT TECHNOLOGIES, INC.
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Exact name of Registrant as specified in its Charter)
NEW YORK
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(State of other jurisdiction of incorporation)
0-17206 13-3029797
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Commission File No. I.R.S. Employer
Identification
630 Third Avenue, New York, NY 10017
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Address of principal Zip Code
executive offices
(212) 983-5620
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Registrant's telephone number,
including area code
ITEM 5. OTHER EVENTS
On September 29, 1995, the Registrant ("Company")
entered into an agreement with Midland Associates ("Midland")
wherein the Company agreed with Midland to settle its
indebtedness to Midland in the sum of $1,064,065.68 by the
exchange of the Company's stock equity interest in New Paradigm
Software Corp. ("NPSC") as follows: 439,999 shares of NPSC, and
180,000 warrants to purchase 180,000 shares at $3.50 per share
for a period of five years. The Company's indebtedness to
Midland was satisfied as a result of the aforementioned
arrangement. In addition thereto, the Company restructured the
common stock purchase warrants issued to Midland in that the
former were recast into 571,429 options to purchase 571,429
shares of common stock at $1.00 per share until July 10, 2000 and
the former warrants issued to Robert Trump, individually, which
aggregated 295,001 at various prices were exchanged for 723,572
warrants at $1.00 per share exercisable until July 10, 2000. On
October 8, 1995, Midland exercised 100,000 options to purchase
100,000 sharees at $1.00 per share.
Annexed hereto and made a part hereof as Exhibit 10.114
is a copy of the settlement agreement attached to said agreement.
ITEM 7. EXHIBITS
10.114. Copy of Settlement Agreement by and between
Management Technologies, Inc. and Midland
Associates.
SIGNATURES
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.
Dated: New York, New York
October 15, 1995
MANAGEMENT TECHNOLOGIES, INC.
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(Registrant)
/s/ Paul Ekon
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PAUL EKON
Chief Executive Officer
SETTLEMENT AGREEMENT
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AGREEMENT dated as of the 13th day of September, 1995, by
and between MIDLAND ASSOCIATES, a New York partnership having
offices at 2611 West Second Street, Brooklyn, New York 11223
(hereinafter referred to as "MIDLAND") and MANAGEMENT
TECHNOLOGIES, INC., a New York corporation having offices at 630
Third Avenue, New York, New York 10017 (hereinafter referred to
as "MTI").
W I T N E S S E T H:
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WHEREAS, MIDLAND has made a secured loan to MTI on July 11,
1994; and
WHEREAS, said loan was guaranteed by MTI's wholly owned
subsidiaries (Winter Partners); and
WHEREAS, MTI pledged all of its right, title and interest in
shares of stock owned by it in NEW PARADIGM SOFTWARE CORP.
("NPSC"); and
WHEREAS, MTI and Winter Partners pledged additional
collateral to MIDLAND; and
WHEREAS, the parties are desirous of settling all of the
outstanding claims of MIDLAND against MTI.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL
COVENANTS AND PROMISES AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, IT IS MUTUALLY AGREED AS FOLLOWS:
FIRST: That the sum of $1,064,065.68, inclusive
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of interest and other related costs, charges and attorneys' fees,
is due to MIDLAND, and that in full settlement of MTI's
obligation to make payment to MIDLAND, MIDLAND is agreeable to
the assignment and transfer of the following:
(a) 439,999 shares of restricted common
stock owned by MTI in NPSC, representing all of the shares of
common stock of NPSC owned by MTI.
(b) 180,000 common stock purchase
warrants owned by MTI in NPSC, representing all of the warrants
to purchase common stock of NPSC owned by MTI.
(c) A revised and restructured
replacement common stock warrant in MTI currently owned by
MIDLAND, providing for the issuance of warrants to purchase
571,429 post-reverse split shares of common stock of MTI at an
exercise price of $1.00 per share exercisable during the period
commencing as of the date hereof through July 10, 2000, in
addition to a revised and restructured replacement common stock
purchase warrant owned by Robert Trump in MTI, providing for the
issuance of warrants to purchase 723,572 post-reverse split
shares of common stock of MTI at an exercise price of $1.00 per
share exercisable during the period commencing as of the date
hereof through July 10, 2000.
SECOND: The parties understand and agree that
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upon execution of the within settlement agreement that MTI will
transfer to MIDLAND and Trump 439,999 shares of common stock
owned by it in NPSC, 180,000 common stock purchase warrants in
NPSC and a revised common stock purchase warrants in MTI to
MIDLAND and Trump as provided for herein. Annexed hereto and
marked Exhibit 1 is the form of revised and restructured common
stock purchase warrant in MTI to be issued to each of MIDLAND and
Trump.
THIRD: MTI warrants and represents that MTI has
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the right and power to transfer the stock and warrants in NPSC to
Midland pursuant to this agreement. MTI has not transferred or
pledged the stock and warrants in NPSC to any party other than
Midland and since the pledge of a first priority security
interest in the stock to Midland on or about July 11, 1994, MTI
has not incurred, nor permitted to be incurred, any other liens,
claims, charges, adverse interests, restrictions or encumbrances
affecting such stock or warrants (except for certain transfer
restrictions set forth in a "lock-up" agreement between MTI and
NPSC). MTI is not aware of any claims of third parties relating
to such stock or warrants. The securities being transferred to
MIDLAND and Trump in full settlement of the promissory note and
debt due to MIDLAND by MTI are being accepted by MIDLAND and
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Trump based upon the within representations and warranties by
MTI.
FOURTH: Upon tendering of the stock and warrants
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referred to herein, MIDLAND agrees that it will provide
satisfactions of all liens provided to it by MTI as per the July
11, 1994 agreement. Effective upon the execution and delivery of
this agreement by both MTI and MIDLAND and the consummation of
the transactions referred to herein, MTI and MIDLAND each hereby
release and discharge the other from all claims arising out of
the promissory note and debt due from MTI to MIDLAND, except with
regard to any matters contained in or referred to in this
agreement and except further that nothing herein shall be deemed
to release or discharge MTI from its obligations relating to (a)
MTI's agreements with Robert S. Trump relating to MTI's
securities or (b) MTI's agreements relating to Financial
Performance Corporation, except that MTI will be required to
comply with the terms of its settlement agreement with MCI
Telecommunications, Inc. It is further understood that MTI will
be required to amend its disclosure filing with the SEC
concerning the transaction with Midland and that it will provide
a copy of the disclosure to Midland and Trump simultaneously with
its filing with the SEC.
FIFTH: That the parties agree to cooperate with
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each other in providing any additional documents which may be
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required to settle or to implement the terms and conditions of
the within settlement agreement. MTI and MIDLAND have taken the
appropriate action to implement and ratify the within agreement.
SIXTH: The within agreement is governed by the
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laws of the State of New York and cannot be changed, modified or
altered, except in writing executed by the parties hereto.
SEVENTH: In the event that any notice under the
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within Agreement is required, said notice shall be in writing,
addressed to the parties as follows:
If to Midland: Kaufman, Friedman, Plotnicki & Grun, LLP
300 East 42nd Street
New York, New York 10017
If to MTI: Baratta & Goldstein
597 Fifth Avenue
New York, New York 10017
EIGHTH: The parties hereby authorize their
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respective attorneys to make any revisions, changes or necessary
additions to this agreement and all documents executed in
connection herewith.
IN WITNESS WHEREOF, the parties have set their hands and
seals the month, day and year first above written.
MIDLAND ASSOCIATES
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By: /s/ Robert S. Trump
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MANAGEMENT TECHNOLOGIES, INC.
By: /s/ Peter Svennilson
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