SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
FIRST AMENDMENT TO CURRENT REPORT ON
FORM 8-K
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) March 4, 1996
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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
The Registrant ("the Company") completed an Agreement on August 9,
1995 with its former Chairman and Chief Executive Officer, Anthony J. Cataldo
("Cataldo").
The Company entered into a Separation and Release Agreement
(`Separation Agreement'') with Cataldo, wherein the Company agreed to retain
Mr. Cataldo as an independent financial consultant at the rate of $25,000 per
month (an aggregate of $300,000) for a period of one (1) year, in addition to
paying Mr. Cataldo vacation and expenses due to him.
In addition, as a part of the Agreement, the Company loaned Mr.
Cataldo the sum of $280,000 to purchase 212,700 shares of Common Stock of the
Company (the `Shares''). Mr. Cataldo issued a non-recourse Promissory Note
(the `Note''), which provides that the Note is to be paid from the sale of
shares by Mr. Cataldo and that, in the event there is any deficiency in the
payment due to the Company, the Company's only recourse is to look to shares
pledged to it. The Company has agreed to provide registration rights for the
shares. The shares are subject to an Escrow Pledge Agreement.
By amendment to the Separation Agreement, dated January 30, 1996 (the
`Amendment''), Mr. Cataldo and the Company authorized the escrow agent, to
return to the Company the 212,700 Shares for cancellation and, in addition, to
return to the Company all post dated checks made payable to Mr. Cataldo that
were in possession of the escrow agent pursuant to the terms of the Separation
Agreement. The Amendment provides that the Company pay to Mr. Cataldo $10,000
upon execution of the Amendment, $5,000 on February 29, 2996 and $5,000 on March
31, 1996, in addition to $105,000 paid to Mr. Cataldo under the Separation
Agreement. In addition, the Amendment provides that the Company shall cause the
issuance of 212,700 shares of common stock to Mr. Cataldo, and to cancel the
Note, such issuance, cancellation of the Note and payments representing full
satisfaction of the Company's obligation to Mr. Cataldo.
Mr. Cataldo resigned as a Director of the Company on November 30,
1995, as reported on current report on Form 8-K dated December 1st, 1995, hereby
incorporated by reference.
ITEM 7 EXHIBITS
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10.158 Copy of Letter Agreement dated January 30, 1996 by and between
Anthony J. Cataldo and the Company.
SIGNATURES
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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.
Dated: New York, New York
March 4, 1996
MANAGEMENT TECHNOLOGIES, INC.
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(Registrant)
/s/ Paul Ekon
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PAUL EKON
January 30, 1996
Mr. Anthony J. Cataldo
4 High Medows
Mount Kisko, NY 10549
Re: Separation Agreement and Release
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Dear Mr. Cataldo:
The within is to confirm that the Separation Agreement and Release is to be
amended effective upon execution of the within Agreement as follows:
Paragraph 3, 4, 6 and 9 of the Agreement are to be revised so as to state that
the Escrow Agent, Baratta & Goldstein, is authorized to return to Management
Technologies, Inc. (`MTI'') for cancellation 212,700 shares of the restricted
stock of MTI and, in addition, all post-dated checks made payable to your order
in possession of the Escrow Agent. The Escrow Agent is discharged from any
further responsibility with respect to the Escrow Agreement, upon return of the
checks and the shares of Common Stock herein.
It is agreed, as of this day, that the Company will pay to you the sum of
$20,000 payable as follows:
. $10,000 upon execution of the within Agreement;
. $5,000 payable on February 29, 1996;
. $5,000 payable on Mach 31, 1996.
In addition thereto, the Company will cause the issuance of 212,700 shares of
its Common Stock so that the payment of $20,000 and the release of the shares of
stock herein being issued as the of the date hereof, will be in full
satisfaction of the Company's obligation to you.
If the within meet with your understanding and agreement, please execute a copy
of the within and we will undertake the necessary action to cause the issuance
of the shares of Common Stock with restrictive legend as provided for herein.
Very truly your,
MANAGEMENT TECHNOLOGIES, INC.
By: /s/ Peter Morris
Peter Morris
Agreed to:
/s/ Anthony J. Cataldo
