<PAGE>
AMENDMENT NO. 1
TO
FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
COLONIAL DATA TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
Delaware 04-2763229
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
80 Pickett District Road, New Milford, Connecticut 06776
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $.01 per share American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
The Company files this Amendment No. 1 in order to file a complete,
unredacted copy of Exhibit 10.30.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
REGISTRANT
COLONIAL DATA TECHNOLOGIES CORP.
By: /s/ John N. Giamalis
__________________________________
John N. Giamalis
Vice President and Chief Financial
Officer
Date: July 11, 1995
<PAGE>
Exhibit Index
Exhibit No. Description of Document Page In
Sequentially
Numbered
Copy
10.30 Joint Venture Agreement between
Barry Blau & Partners, Inc. and
Colonial Data Technologies Corp.
dated as of May 16, 1995.
JOINT VENTURE AGREEMENT
AGREEMENT made effective May 16, 1995, by and between BARRY
BLAU & PARTNERS, INC., a Delaware corporation with its principal
offices at 1960 Bronson Road, Fairfield, Connecticut 06430
("Blau") and COLONIAL DATA TECHNOLOGIES CORP., a Delaware
corporation, with its principal offices at 80 Pickett District
Road, New Milford, Connecticut 06776 ("Colonial").
WITNESSETH:
WHEREAS, the parties, either on their joint bid or on the
bid of either one of them, expect to be awarded certain contracts
to provide telecommunications products combined with marketing
services to the telecommunications and other appropriate
industries ("Contracts"); and
WHEREAS, the parties desire that their interests in the
products to be provided, services to be rendered and work to be
done under the Contracts, and any profits or losses derived
therefrom, be defined by an agreement in writing.
NOW, THEREFORE, the parties hereby constitute themselves as
joint venturers solely for the purpose of providing the labor,
<PAGE>
materials and finished products necessary for performing the
Contracts; and to carry out their joint venture, the parties
hereby agree as follows:
1. Name of Joint Venture. The Contracts shall be entered
into in the name of Worldwide Telecom Partners, Inc., and the
joint venture shall be known as Worldwide Telecom Partners, Inc.,
a joint venture of Barry Blau & Partners, Inc., and Colonial Data
Technologies Corp. ("Worldwide" or the "Joint Venture").
2. Formation of Corporation.
a. The parties shall form a corporation (the
"Corporation") for the purpose of performing the Contracts. The
Corporation shall be named Worldwide Telecom Partners, Inc.,
shall be incorporated in Delaware, and shall qualify to do
business as a foreign corporation in Connecticut and other
jurisdictions as deemed appropriate by the parties.
b. The capital stock of the Corporation shall be
owned 50% each by Blau and Colonial unless and until the parties
mutually agree to sell part of their respective stock holdings in
the Corporation to any third parties. Any such subsequent sales
of Corporation stock shall be on terms mutually agreed upon by
Blau and Colonial.
c. Officers and Directors of the Corporation shall be
as follows:
Walter Fiederowicz President and Chairman of the Board
Ron Friedman Vice Chairman and Director
Joe Cline Vice President and Director
Fred Kaseff Secretary, Treasurer and Director
d. A designee of the Corporation shall act as sole
incorporator of the Corporation (the "Sole Incorporator"). As
soon as reasonably possible after the execution of this
Agreement, the Sole Incorporator shall cause a Certificate of
Incorporation in substantially the form attached hereto as
Exhibit A to be filed with the Secretary of State of the State of
Delaware. From and after the organization of the Corporation,
<PAGE>
all activities of the Joint Venture shall be conducted by and in
the name of the Corporation unless the parties expressly agree
otherwise in writing and all references in this Agreement to the
"Joint Venture" shall be deemed to refer to the Corporation,
unless the context clearly requires a different interpretation.
e. Promptly upon the incorporation of the
Corporation, the Sole Incorporator shall take actions
substantially as set forth in the Sole Incorporator's Action
attached hereto as Exhibit B, which actions include:
(1) adopting By-laws in substantially the form
attached to Exhibit B; and
(2) electing the individuals described in Section
2.c. above to serve as the initial directors of the Corporation.
f. Initial Directors' Actions. The parties hereto
agree to use their best efforts to cause the initial directors to
take the following board actions:
(1) authorize the issuance and sale of 45 shares
of the Corporation's common stock to Blau in exchange
for a capital investment of $250,000 ($5,555.556 per
share) and the issuance and sale of 45 shares of the
Corporation's common stock to Colonial in exchange for
a capital investment of $250,000 ($5,555.556 per
share); and
(2) appoint the individuals identified in Section
2.c above to serve as the initial officers of the
Corporation in the capacities set forth in Section 2.c
above.
3. Election and Removal of Directors and Officers. The
parties hereto shall, from time to time and at all times, vote
their shares of Common stock of the Corporation and otherwise use
their best efforts to cause the following to occur:
(a) to elect as Directors two (2) individuals
nominated by Blau (the "Blau Directors") and two (2) individuals
<PAGE>
nominated by Colonial (the "Colonial Directors") (for purposes of
this Agreement, Messrs. Fiederowicz and Cline shall constitute
the initial Colonial Directors and Messrs. Friedman and Kaseff
shall constitute the initial Blau Directors);
(b) to remove a Blau Director from the Board of
Directors upon the written request of Blau and only upon the
written request of Blau and, correspondingly, to remove a
Colonial Director from the Board of Directors upon the written
request of Colonial and only upon the written request of
Colonial.
4. Purchase of Common Stock. Each of Blau and Colonial
agrees to purchase from the Corporation forty-five (45) shares of
the Corporation's Common Stock, par value of $0.01 per share, at
a purchase price of $5,555.556 per share, for an aggregate
purchase price of $250,000. Blau and Colonial shall each pay to
the Corporation the sum of $250,000 promptly upon the
authorization of the issuance of such shares by the Corporation
pursuant to Section 1.c. hereof in exchange for certificates
representing such shares (the "Shares").
5. Certificate of Trade Name. A Certificate of Trade Name
in the name of Worldwide Telecom Partners, Inc., shall be
registered in the towns of Fairfield, Connecticut, and New
Milford, Connecticut, and in such other towns as may be required
or deemed appropriate.
6. Certificate of Trademark. A Certificate of Trademark
in the name of Worldwide Telecom Partners, Inc., shall be
registered with the Secretary of State of the State of
Connecticut and in such other state or federal jurisdictions as
may be required or deemed appropriate.
7. Term of Joint Venture. The Joint Venture shall
commence its business as of the effective date of this Agreement
and shall continue from year to year, except that either party
hereto may unilaterally terminate the Joint Venture for any
<PAGE>
reason in its sole discretion including, without limitation, such
party's desire to pursue individually business opportunities or
contracts of the type contemplated to be jointly undertaken
hereby upon adequate notice to the other party so as to allow for
completion of performance of any then-outstanding contracts
(which notice shall be given, in any event, at least thirty (30)
days prior to the proposed termination date set forth therein).
Upon termination of the Joint Venture, the officers of the
Corporation shall collect the assets of the Joint Venture, both
tangible and intangible, pay the debts of the Joint Venture
including, without limitation, assets and debts of the
Corporation, and distribute the remaining assets equally to the
parties. Upon termination of the Joint Venture, the parties
shall cause the Corporation to be promptly liquidated and
dissolved in accordance with applicable laws governing
dissolution of Delaware corporations. Upon termination of this
Agreement, neither party shall have any rights in the name
"Worldwide Telecom Partners, Inc." or any variation thereof, or
in any other intellectual property rights of the Corporation
unless the parties otherwise mutually agree in writing.
8. Mutual Exclusivity.
a. In consideration of the valuable expertise and
other considerations being provided by each of the parties to the
Joint Venture, each of the parties agrees that the Joint Venture
shall have the exclusive right to perform the types of contracts
contemplated by this Joint Venture Agreement. Neither party
shall, on its own or in conjunction with any other entity not
party to this Agreement, attempt to secure or perform the types
of contracts contemplated by this Joint Venture Agreement, except
that the following situations shall not be deemed Contracts
subject to the terms of this Agreement:
(1) where either party has entered into a contract
prior to the effective date of this Agreement which, but for its
<PAGE>
predating the effective date of this Agreement, would be deemed a
Contract;
(2) where the parties jointly or individually bid to a
third party to be awarded a Contract and said third party wishes
to engage the services of one, but not both, of the parties; or
(3) where the Joint Venture has been awarded a
Contract but the parties disagree as to the performance of
certain portions of said Contract ("Disputed Portions"), and one
of the parties wishes to perform the Disputed Portions, and the
parties agree that the Disputed Portions are severable from the
Contract in terms of performance and compensation therefor, and
the parties agree on a basis for compensation for performance of
the Disputed Portions, the Disputed Portions shall not be deemed
part of said Contract.
b. Each of the parties further agrees that Contracts
of the Joint Venture and new business relationships established
by the Joint Venture shall remain the property of the Joint
Venture, and not the property of either of the parties to this
Agreement.
c. Notwithstanding the foregoing, this Agreement in
no way precludes either party from continuing to provide the
types of services or products it currently provides independent
of the Joint Venture. Moreover, the exclusivity provisions above
shall not be deemed to limit or restrict either party's right to
terminate the Joint Venture as described in Section 7 above.
d. The selection by Bell Atlantic of Colonial to
provide services to market Bell Atlantic's Caller ID telephone
service, pursuant to Request for Quotation No. 94JSK0391 (letter
dated March 10, 1995 evidencing such selection attached hereto as
Appendix A), shall be considered a Contract for the purposes of
this Agreement.
9. Share of Profits and Losses. It is the intent of the
parties that the respective interests of the parties in and to
<PAGE>
the Contracts, any and all property and equipment acquired in
connection with the performance thereof and any and all money
derived from the performance thereof, and the obligations and
liabilities of each of the parties hereto as among themselves in
connection with services and products to be provided and with
respect to any and all liabilities and losses in connection
therewith, shall be shared 50% by each of Blau and Colonial. In
furtherance of this intent, each of Blau and Colonial will
purchase 50% of the capital stock of the Corporation. To the
extent that both parties, acting in good faith, recognize that
such stock ownership does not equitably achieve the intended
sharing of interests, profits or losses as described above, the
parties agree to make adequate payment or provision to equitably
achieve such intended results. Each party indemnifies the other
against any loss or liability exceeding the proportions
hereinabove stated by reason of any liability incurred or loss
sustained in performing the Contracts.
10. Working Capital.
a. The Board of Directors of the Corporation shall
approve an operating budget for the Joint Venture and shall
notify the parties of any required capital contributions
necessary to fund such budget. All necessary working capital,
when and as required, in accordance with such Board of Directors
notice, shall be provided 50% each by Blau and Colonial. The
parties shall open a bank account in the name of the Corporation
into which all funds contributed hereunder for providing services
and products pursuant to the Contracts, as well as funds received
on account thereof shall be deposited. Withdrawals shall be made
from such bank account in such manner and in such form as the
parties may from time to time direct.
b. All working capital contributed or advanced shall be
repaid to the party contributing or advancing the same prior to
the distribution of any profits hereunder.
<PAGE>
11. Compensation of Key Individuals. The Joint Venture
may, from time to time, engage certain key individuals on an
independent contractor or other basis to perform services on
behalf of the Joint Venture. The parties hereto agree that the
compensation of such individuals, and any other costs related
thereto, shall be included in the operating budget described in
section 9.a. above and shall be borne 50% by each of Blau and
Colonial.
12. Labor, Materials and Finished Products.
a. All labor required from the parties for the Joint
Venture to be able to secure and perform the Contracts shall be
provided by the respective parties at no cost to the Joint
Venture.
b. All materials and finished products required from
the parties for the Joint Venture to be able to perform the
Contracts shall be provided by the respective parties at a cost
to the Joint Venture equal to the cost of such materials or
finished products to the providing party. Such material and
finished product costs shall specifically include, but not be
limited to, the costs of advertising and marketing materials,
mailing and fulfillment, and telecommunications products
provided pursuant to the Contracts.
13. Credit. Loans, notes or mortgages needed for the
Joint Venture may be obtained in the name of the Joint Venture
only with the written consent of both parties and only for the
purposes of the Joint Venture. No note or other document
evidencing such obligation shall be enforceable against the Joint
Venture unless signed by a duly authorized representative of each
party to this Agreement.
14. Selection of Representatives. To facilitate the
handling of all matters and questions in connection with the
performance of the Contracts by the parties to the Joint Venture,
each of the parties shall appoint a representative with full and
<PAGE>
complete authority to act on its behalf in relation to any
matters or things in connection with, arising out of, or relating
to the Joint Venture and in relation to any matters or things
involving the performance of the Contracts. Blau appoints Ron
Friedman as its representative. Colonial appoints Joe Cline as
its representative. Either party may change its representative
at any time, but must provide written notice of such change to
the other party for such change to become effective.
15. Actions of Representatives. The representatives of
the parties shall meet from time to time as required to act on
necessary matters pertaining to the purpose of the Joint Venture.
All decisions, commitments, agreements, undertakings,
understandings, or other matters involving a minimum of $10,000
and pertaining to the performance of the Contracts shall be
mutually agreed upon by unanimous consent of such
representatives. No representative shall be liable to the
parties by reason of his acts as such, except in the case of his
gross negligence or actual fraudulent or dishonest conduct.
The officers of the Corporation shall open the Joint Venture
bank account in the name of the Corporation in a bank in
Connecticut agreed upon by the parties to the Joint Venture. The
proceeds of the initial subscriptions by the parties for the
Corporation's capital stock shall be deposited in said account.
All capital and income of the Joint Venture shall be deposited in
said account. The funds in said account shall be used solely for
the business of the Joint Venture, pending distribution to the
parties to the Joint Venture. The Corporation shall be
authorized to carry out and perform this Agreement and to
transact the business of the Joint Venture in accordance with
this Agreement and its Certificate of Incorporation and By-laws.
Unless otherwise agreed to in the future by the unanimous
agreement of the parties to the Joint Venture, the
representatives of the parties shall not receive any compensation
<PAGE>
for services rendered by them under this Agreement.
16. Books.
(a) Separate books of account for the performance of
the Contracts and all matters pertaining thereto shall be kept
and maintained at the main office of the Joint Venture. All
records of the Joint Venture shall be open for inspection of the
parties at all reasonable times.
(b) A periodic accounting of such books shall be made
by independent auditors as agreed upon by unanimous vote of the
parties to the Joint Venture. The cost of any such accounting
shall be borne by the Joint Venture.
17. Insolvency. Upon the bankruptcy or insolvency of
either party to the Joint Venture, or should either party commit
any act of bankruptcy or take advantage of any bankruptcy or
reorganization statute, then, from and after such date, such
insolvent party and its representative (as set forth in Section
13) shall cease to have any voice in the management of the Joint
Venture. All acts, consents and decisions with respect to the
Joint Venture shall thereafter be taken by the other party and
its representative. Notwithstanding the foregoing, the insolvent
party shall remain liable for its share of any losses, and shall
be entitled to receive its share of any profits to be paid at the
time and in the manner provided in this Agreement.
18. Limits of Joint Venture. The relationship between the
parties shall be limited to the performance of the Contracts.
This Agreement shall be construed and deemed to be a Joint
Venture for said sole purpose. Nothing herein shall be construed
to create a general partnership between the parties or to
authorize any party to act as general agent for any other party,
or to permit any party to bid for or to undertake any other
contracts for the other party.
19. Assignment. Neither this Agreement nor any interest of
either of the parties hereto in connection with the Joint Venture
<PAGE>
may be assigned, pledged, transferred, or hypothecated, without
the prior written consent of the parties hereto.
20. Notice. Each party designates its representative as
the appropriate recipient of any written notice by the other
party pursuant to this Agreement. Notice shall be sent as
follows:
If to Blau: Barry Blau & Partners, Inc.
1960 Bronson Road
Fairfield, CT 06430
Attention: Ron Friedman (or successor
representative)
If to Colonial: Colonial Data Technologies Corp.
80 Pickett District Road
New Milford, CT 06776
Attention: Joe Cline (or successor
representative)
Copies of any such notices shall also be sent to Walter
Fiederowicz, in care of Colonial, and Fred Kaseff, in care of
Blau. All such notices (including any requests, consents and
other communications pursuant to this Agreement) shall be either
(i) delivered by hand, (ii) made by telex, telecopy or facsimile
transmission, (iii) sent by overnight courier, or (iv) sent by
registered mail, return receipt requested, postage prepaid. All
notices, requests, consents and other communications hereunder
shall be deemed to have been given either (i) if by hand, at the
time of delivery thereof to the receiving party at the address of
such party set forth above, (ii) if made by telex, telecopy or
facsimile transmission, at the time that receipt thereof has been
acknowledged by electronic confirmation or otherwise, (iii) if
sent by overnight courier, on the next business day following the
day such notice is delivered to the courier service, or (iv) if
sent by registered mail, on the fifth business day following the
day such mailing is made.
21. Entire Agreement. This Agreement reflects the entire
understanding between the parties hereto and supersedes any prior
agreements. No modification or waiver of any of the terms of
<PAGE>
this Agreement shall be valid unless in writing and signed by
each of the parties hereto.
22. Governing Law. This Agreement shall be governed by the
laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date and year first above written.
BARRY BLAU & PARTNERS, INC.
By: /S/ BARRY BLAU
________________________________
COLONIAL DATA TECHNOLOGIES CORP.
By: /S/ ROBERT J. SCHOCK
________________________________
