<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
INFORMATION MANAGEMENT TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.04 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
456908300
- --------------------------------------------------------------------------------
(CUSIP Number)
Stuart J. Chasanoff, Esq.
4000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201 (214) 720-1608
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 1996
- --------------------------------------------------------------------------------
(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. [ ]
Check the following box if a fee is being paid with this Statement. [X]
(A fee is not required only if the Reporting Person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent (5%)
of the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent
(5%) of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
<PAGE> 2
CUSIP No. 456908300 13D
(1) Name of Reporting Person Infinity Investors Ltd.
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis West Indies
Number of Shares (7) Sole Voting 227,627
Power
Beneficially
(8) Shared Voting N/A
Owned by Each Power
Reporting Person (9) Sole Dispositive 227,627
Power
with:
(10) Shared Dispositive N/A
Power
(11) Aggregate Amount Beneficially Owned 227,627
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 4.98%
Amount in Row (11)
(14) Type of Reporting Person* CO
* SEE INSTRUCTIONS
<PAGE> 3
CUSIP No. 456908300 13D
SCHEDULE 13D
Filed Pursuant to Rule 13d-1
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the Class
A common stock, $.04 par value per share (the "Common Stock"), of
Information Management Technology, Inc., a Delaware corporation, which
has its principal executive offices located at 130 Cedar Street, 4th
Floor, New York, New York 10006 (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Statement is filed by Infinity Investors, Ltd., a Nevis
and (f) business corporation (the "Reporting Person"). The Reporting
Person is principally engaged in the business of acquiring,
holding, selling, trading, exchanging or otherwise investing
in securities and other financial assets. The principal
business and principal office address of the Reporting Person
is located at Memorial Square, P. O. Box 556, Charleston,
Nevis, West Indies. The mailing address of the Reporting
Person is 27 Wellington Street, Cork, Ireland. The name,
citizenship (or place of organization, as applicable),
business address, present principal occupation or employment
of each of the executive officers, directors and persons who
may deemed in control of the Reporting Person, if any, (and
the executive officers and directors of any entity which could
be deemed ultimately in control of the Reporting Person) are
set forth on Schedule 1 attached hereto and incorporated
herein by reference. Such persons are collectively referred
to herein as the "Individuals".
(d)-(e) During the last five (5) years, neither the Reporting Person
nor any of the Individuals has been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) and neither the Reporting Person nor any of the
Individuals is a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction such that, as a
result of such proceeding, the Reporting Person or any of the
Individuals was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in further detail in the paragraphs below, effective
June 27, 1996, the Reporting Person acquired 410,200 shares of Common
Stock (the "Shares") directly from
<PAGE> 4
CUSIP No. 456908300 13D
the Issuer in connection with the partial conversion (the
"Conversion") of $394,850.00 principal amount of the 6% Convertible
Debenture Due March 5, 1998 issued by the Issuer to the Reporting
Person on March 5, 1996 (the "Convertible Debenture") at a conversion
price of $.9625 per share. The funds used to acquire the Convertible
Debenture were derived from the working capital of the Reporting
Person. Immediately prior to the Conversion, the Reporting Person had
actual ownership of 600 shares of Common Stock of the Issuer
representing less than 1% of the Common Stock of the Issuer then
outstanding.
The Reporting Person acquired an aggregate of $2.1 million principal
amount of the Convertible Debenture pursuant to an Offshore
Convertible Securities Subscription Agreement between the Issuer and
the Reporting Person (the "Subscription Agreement") filed as Exhibit 1
hereto and incorporated by reference herein. The Convertible
Debenture is convertible, at the option of the holder, into shares of
Common Stock, pursuant to the terms of the Convertible Debenture filed
as Exhibit 2 hereto and incorporated herein by reference. If any
principal amount of the Convertible Debenture remains outstanding at
March 5, 1998, such principal amount will be automatically converted,
without the requirement of further action on the part of the holder,
pursuant to the terms at the Convertible Debenture. Notwithstanding
the foregoing, however, the Convertible Debenture is not convertible
at any time for any number of shares of Common Stock in excess of that
number which would render the Reporting Person the beneficial owner of
4.99% or more of the then issued and outstanding shares of Common
Stock of the Issuer (the "Ownership Cap").
On June 27, 1996, pursuant to the terms of a Letter Agreement attached
as Exhibit 4 hereto and incorporated herein by reference, the Issuer
agreed to waive the Ownership Cap with respect to a single transaction
resulting in the conversion of not more than 410,200 shares of Common
Stock. Accordingly, effective June 27, 1996 the Reporting Person
converted $394,850 principal amount of the Convertible Debenture and
acquired 410,200 shares of Common Stock thereby. As a result,
pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange
Act of 1934, as amended, the Reporting Person became the beneficial
owner of 410,800 shares of Common Stock, or approximately 9.0% of the
outstanding Common Stock of the Issuer, based on 4,154,623 shares of
Common Stock outstanding at June 20, 1996.
Thereafter, on June 28, 1996, the Reporting Person disposed of 410,000
Shares of Common Stock in a single open market transaction at a price
of $1.375 per share or an aggregate sales price of $563,750 and, as a
result, held 800 shares on the date hereof (the "Remaining Shares").
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Convertible Debenture and the
underlying Shares from the Issuer for investment purposes only.
<PAGE> 5
CUSIP No. 456908300 13D
Although the Reporting Person has no present intention to acquire any
additional shares of Common Stock of the Issuer, it may, based upon a
number of factors, including the Reporting Person's evaluation of the
Issuer's business prospects and financial condition, the market for
the Issuer's shares, general economic and stock market conditions and
other investment opportunities, acquire additional shares of Common
Stock upon conversion of the Convertible Debenture or otherwise or may
dispose of all or a portion of the Remaining Shares owned by it.
Except as noted above, the Reporting Person has no present plans to
cause the Issuer to engage in any extraordinary corporate
transactions; to effect any change of the Issuer's management or its
directors, business, corporate structure, capitalization, dividend
policy, Certificate of Incorporation or Bylaws; or to delete, delist
or terminate the registration of any securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Immediately upon the Issuer's waiver of the Ownership
Cap as described in Item 3 above (June 27, 1996) the
aggregate number of shares of Common Stock which may
be deemed to have been beneficially owned by the
Reporting Person as of such date was 410,800 shares
constituting approximately 9.0% of the outstanding
Common Stock of the Issuer (based on 4,154,623 shares
of Common Stock outstanding at June 20, 1996 pursuant
to information received from the Issuer).
The aggregate number of shares of Common Stock which
may be deemed to be beneficially owned by the
Reporting Person at the date hereof is 227,627
shares, constituting 4.98% of the outstanding Common
Stock of the Issuer, based on 4,570,823 shares of
Common Stock outstanding at June 27, 1996, pursuant
to information received from the Issuer (226,827
shares or 4.96% of which the Reporting Person
beneficially holds as a result of its right to
acquire shares of Common Stock upon conversion of the
Convertible Debenture).
(b) The Reporting Person has the sole power to vote and
dispose of the Convertible Debenture and the
Remaining Shares.
(c) The Reporting Person has effected the following
transactions in the shares of Common Stock of the
Issuer during the previous sixty (60) days:
<TABLE>
<CAPTION>
DATE TYPE OF TRANSACTION NO OF SHARES(1) PRICE/SHARE
---- ------------------- --------------- -----------
<S> <C> <C> <C>
5/7/96 Market Sale 793 2.375
5/13/96 Market Sale 49,500 2.7172
5/14/96 Market Sale 22,500 2.575
</TABLE>
<PAGE> 6
CUSIP No. 456908300 13D
<TABLE>
<S> <C> <C> <C>
5/15/96 Market Sale 12,000 2.3616
5/16/96 Market Sale 23,600 2.1261
5/21/96 Market Sale 3,500 2.000
5/28/96 Market Sale 31,431 2.000
6/4/96 Market Sale 11,000 1.841
6/5/96 Market Sale 9,000 1.875
6/10/96 Market Sale 5,000 1.875
6/11/96 Market Sale 39,500 1.750
6/12/96 Market Sale 8,200 1.750
6/13/96 Market Sale 32,500 1.695
6/14/96 Market Sale 100,000 1.688
6/17/96 Market Sale 17,000 1.688
6/18/96 Market Sale 19,596 1.625
6/28/96 Market Sale 410,000 1.375
</TABLE>
- ---------------
(1) Shares of Common Stock sold before June 27, 19996 were acquired pursuant to
various conversions of the principal amount of the Convertible Debenture. After
giving effect to any such conversions, the holder did not have or have the
right to acquire more than 4.99% of the outstanding Common Stock of the Issuer.
(d) Not applicable.
(e) The Reporting Person ceased to be the owner of more
than five percent (5%) of the Common Stock on June
28, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
The Reporting Person has no other contracts, arrangements,
understandings, or relationships with any person with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. EXHIBIT
----------- -------
99.1 Offshore Convertible Securities Subscription
Agreement, between Information Management
Technology, Inc. and Infinity Investors, Ltd.
99.2 6% Convertible Debenture Due March 5, 1998 of
Information Management Technology, Inc.,
dated March 5, 1996 (the "Convertible
Debenture")
99.3 Amendment No. 1 to Convertible Debenture,
dated June 20, 1996
99.4 Letter Agreement, dated June 27, 1996
<PAGE> 7
CUSIP No. 456908300 13D
SIGNATURE
After reasonable inquiry, I certify that to the best of my
knowledge and belief the information set forth in this Statement is
true, complete and correct.
Date: July 8, 1996
INFINITY INVESTORS, LTD.
By: /s/ James E. Martin
-------------------------
James E. Martin
Director
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
<PAGE> 8
CUSIP No. 456908300 13D
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF
INFINITY INVESTORS, LTD.
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Infinity Investors, Ltd. (the "Reporting
Person").
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND CITIZENSHIP OR OCCUPATION OR POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS EMPLOYMENT REPORTING PERSON
------------ ---------------- ---------- ----------------
<S> <C> <C> <C>
Cofides S.A.* Memorial Square Nevis business corporation Director
(Nevis, West Indies) P. O. Box 556 which serves as the
Nevis, West Indies Director of various
entities
James Loughran 38 Hertford Street Lawyer Director
(Irish) London, England
W1Y 7TG
James E. Martin 38 Hertford Street Accountant Director
(British) London, England
W1Y 7TG
SECORD Limited 38 Hertford Street British corporation which Secretary
(England) London, England serves as the Secretary of
W1Y 7TG various entities
Margareta Hedstrom 37 Shepherd Street Business Executive President/
(Swedish) London, England Treasurer
W1Y 7LH
- ---------------
</TABLE>
* The members of the Board of Directors of Cofides S.A. are James A.
Loughran, Siobhan B. Loughran, James E. Martin, Ashley Bolt + Co.
Limited and Margareta Hedstrom.
The Reporting Person advises that no persons and/or organizations
control the Reporting Person (either individually or as a group) as that term
is used in Instruction C to Rule 13d-101 promulgated under the Securities
Exchange Act of 1934, as amended.
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<S> <C>
99.1 Offshore Convertible Securities Subscription
Agreement, between Information Management
Technology, Inc. and Infinity Investors, Ltd.
99.2 6% Convertible Debenture Due March 5, 1998 of
Information Management Technology, Inc.,
dated March 5, 1996 (the "Convertible
Debenture")
99.3 Amendment No. 1 to Convertible Debenture,
dated June 20, 1996
99.4 Letter Agreement, dated June 27, 1996
</TABLE>
<PAGE> 1
EXHIBIT 99.1
OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT
OF INFORMATION MANAGEMENT TECHNOLOGY, INC.
THIS OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT
(hereinafter the "Agreement") has been executed by the undersigned in
connection with the sale of certain convertible debentures (hereinafter the
"Debentures"), convertible into shares of common stock (hereinafter the
"Shares") of INFORMATION MANAGEMENT TECHNOLOGY, INC., a corporation organized
under the laws of Delaware (hereinafter "Seller") to INFINITY INVESTORS, LTD.,
a corporation organized under the laws of Nevis, British Virgin Islands
(hereinafter "Buyer"). Seller and Buyer (hereinafter collectively the
"parties") each hereby represents, warrants and agrees as follows:
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE.
(i) Buyer hereby subscribes for Two Million One Hundred
Thousand Dollars ($2.1 million U.S.) principal amount of Debentures,
convertible into Shares in accordance with the terms set forth in the
form of Debenture attached as Exhibit A to this Agreement.
(ii) Buyer shall pay the purchase price by delivering same
day funds in United States Dollars to Seller, or as otherwise agreed
between the parties, to be delivered upon delivery of the Debentures
to Buyer.
(iii) This Agreement has been executed in connection with an
offering (the "Offering") by Seller of Debentures pursuant to
Regulation S ("Regulation S") promulgated under the Securities Act of
1933, as amended (the "Securities Act"). Buyer will be notified of
the date of the completion of the Offering.
2. BUYER'S REPRESENTATIONS AND COVENANTS.
Buyer represents and warrants to Seller as follows:
(i) Buyer is not a "U.S. Person" as defined by Rule 902 of
Regulation S, was not organized under the laws of any U.S.
jurisdiction, and was not formed for the purpose of investing in
securities not registered under the Securities Act;
(ii) At the time the buy order for this transaction was
originated, Buyer was outside the United States;
(iii) No offer to purchase the Debentures was made in the
United States;
(iv) Buyer is either (a) purchasing the Debentures for its
own account for investment purposes and not with a view towards
distribution, or (b) acting as agent for a principal that has made and
confirmed to Seller the representations contained herein;
<PAGE> 2
(v) All subsequent offers and sales of the Debentures or
the Shares will be made (a) outside the United States in compliance
with Rule 903 or Rule 904 of Regulation S, (b) pursuant to
registration of the Debentures or the Shares under the Securities Act,
or (c) pursuant to an exemption from such registration. In any case,
Buyer will not resell the Debentures or the Shares to U.S. Persons or
within the United States until after the end of the forty (40) day
period commencing on the date of purchase by Buyer of the Debentures
(the "Restricted Period");
(vi) Buyer has no existing short position with respect to
the common stock of Seller and agrees not to enter into any short
sales or other hedging transactions with respect to the common stock
of Seller at any time after the execution of this Agreement by Buyer
and prior to the expiration of the Restricted Period. Buyer further
agrees that, at all times after the execution of this Agreement by
Buyer and prior to the expiration of the Restricted Period, it will
keep its purchase of the Debentures or the Shares confidential, except
as required by law and except as necessary in the ordinary course of
Buyer's business;
(vii) Buyer understands that the Debentures are being
offered and sold to it in reliance on specific provisions of federal
and state securities laws and that Seller is relying upon the truth
and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Buyer set forth herein in order
to determine the applicability of such provisions. Accordingly, Buyer
agrees to notify Seller of any events which would cause the
representations and warranties of Buyer to be untrue or breached at
any time after the execution of this Agreement by Buyer and prior to
the expiration of the Restricted Period;
(viii) Any offering documents received by Buyer include
statements to the effect that neither the Debentures nor the Shares
have been registered under the Securities Act and such securities may
not be offered or sold in the United States or to U.S. Persons during
the Restricted Period;
(ix) Buyer, in making the decision to purchase the
Debentures subscribed for, has relied upon independent investigations
made by it and has not relied on any information or representations
made by third parties;
(x) In the event of resale of the Debentures or the Shares
during the Restricted Period, Buyer shall provide a written
confirmation or other written notice to any distributor, dealer, or
person receiving a selling concession, fee, or other remuneration in
respect of the Debentures or the Shares stating that such purchaser is
subject to the same restrictions on offers and sales that apply to the
undersigned, and shall require that any such purchaser shall provide
written confirmation or other notice upon resale during the Restricted
Period;
(xi) Buyer has not taken any action that would cause Seller
to be subject to any claim for commission or other fee or remuneration
by any broker, finder, or other person and Buyer hereby indemnifies
Seller against any such claim caused by the actions of Buyer or any of
its employees or agents; and
<PAGE> 3
(xii) Buyer's purchase of the Shares pursuant to this
Agreement is not part of a plan or a scheme to evade the registration
provisions of the Securities Act.
3. SELLER'S REPRESENTATIONS AND COVENANTS.
Seller represents and warrants to Buyer as follows:
(i) Seller has been duly incorporated and is validly
existing and in good standing under the laws of its jurisdiction of
incorporation. Seller is a "Domestic Issuer" and a "Reporting
Issuer," as such terms are defined by Rule 902 of Regulation S.
Seller has registered its common stock pursuant to Section 12(b) or
(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is in full compliance with all reporting requirements of either
Section 13(a) or 15(d) of the Exchange Act, and Seller's common stock
trades on the Nasdaq Stock Market;
(ii) Seller has furnished Buyer with copies of Seller's
most recent Annual Report on its Form 10-K filed with the Securities
and Exchange Commission and all Forms 10-Q and 8-K filed thereafter
(the "Public Documents"). The Public Documents do not include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements contained therein, in light
of the circumstances under which they were made, not misleading.
Seller currently has 3,507,032 shares of common stock issued and
outstanding; 3,438,742 Class A warrants, 2,679,414 stock options and
1,545,671 shares of preferred stock.
(iii) Seller has not offered the Debentures or the Shares to
any person in the United States, any identifiable group of U.S.
citizens abroad, or to any U.S. Person;
(iv) At the time the buy order was originated, Seller
reasonably believed Buyer was outside the United States and was not a
U.S. Person;
(v) Seller and/or its agents reasonably believe that the
sale of Debentures has not been prearranged with a buyer in the United
States;
(vi) Seller has not conducted any "directed selling
efforts" with respect to the Debentures or the Shares;
(vii) The Debentures or Shares when issued and delivered
will be duly and validly authorized and issued, and with respect to
the Shares, fully-paid and nonassessable and will not subject the
holders thereof to personal liability by reason of being such holders.
There are no preemptive rights of any shareholder of Seller with
respect to the Debentures or the Shares;
(viii) This Agreement has been duly authorized, validly
executed and delivered on behalf of Seller and is a valid and binding
agreement in accordance with its terms, subject to general principles
of equity and to bankruptcy or other laws affecting the enforcement of
creditors' rights generally;
<PAGE> 4
(ix) The execution and delivery of this Agreement and the
consummation of the issuance of the Debentures or the Shares and the
transactions contemplated by this Agreement do not and will not
conflict with or result in a breach by Seller of any of the terms or
provisions of, or constitute a default under, the articles of
incorporation or bylaws of Seller, or any indenture, mortgage, deed of
trust or other material agreement or instrument to which Seller is a
party or by which it or any of its properties or assets are bound, or
any existing applicable decree, judgment or order of any court,
Federal or State regulatory body, administrative agency or other
governmental body having jurisdiction over Seller or any of its
properties or assets;
(x) Seller is not aware of any authorization, approval or
consent of any governmental body which is legally required for the
issuance and sale of the Debentures or the Shares as contemplated by
this Agreement;
(xi) Seller will issue one or more Debentures in the name
of Buyer in such denominations to be specified by Buyer prior to
closing. Upon conversion of the Debentures, Seller will issue one or
more certificates representing the Shares in the name of Buyer without
a restrictive legend and in such denominations to be specified by
Buyer prior to conversion. Seller further warrants that no
instructions other than these instructions, and instructions for a
"stop transfer" until the end of the Restricted Period, have been
given to the transfer agent and also warrants that the Debentures and
the Shares shall otherwise be freely transferable by the Buyer on the
books and records of Seller subject to compliance with Federal and
State securities laws. Seller will notify the transfer agent of the
date of purchase of the Debentures and of the date of expiration of
the Restricted Period. Nothing in this section shall affect in any
way Buyer's obligations and agreement to comply with all applicable
securities laws upon resale of the Debentures and Shares;
(xii) Seller has taken and will take no action that will
affect in any way the running of the Restricted Period or the ability
of Buyer to resell the Debentures or the Shares in accordance with
applicable securities laws and this Agreement;
(xiii) Seller will comply with all applicable securities laws
and regulations with respect to the sale of the Debentures or the
Shares, including but not limited to the filing of all reports
required to be filed in connection therewith with the Securities and
Exchange Commission or any stock exchange or NASDAQ or any other
regulatory authority; and
(xiv) Seller agrees that it will not issue a press release
or other communications to the public containing Buyer's name or other
identifying information without Buyer's written consent.
4. REGISTRATION. If upon conversion of the Debentures effected
by the Buyer pursuant to the terms of this Agreement and the Form of Debenture
following the expiration of the Restricted Period, the Seller fails to issue
certificates for Shares issuable upon such conversion to the Buyer bearing no
restrictive legend for any reason other than the Seller's reasonable good faith
belief that the representations and warranties made by the Buyer in this
Agreement were untrue when made, then the Seller shall be required, at the
request of the Buyer
<PAGE> 5
and at the Seller's expense, to effect the registration of the Shares issuable
upon conversion of the Debentures under the Securities Act and relevant Blue
Sky laws as promptly as is practicable. The Seller and the Buyer shall
cooperate in good faith in connection with the furnishing of information
required for such registration and the taking of such other actions as may be
legally or commercially necessary in order to effect such registration. The
Seller shall file a registration statement within 30 days of Buyer's demand
therefore and shall use its best efforts to cause such registration statement
to become effective as soon as practicable thereafter and in any event within
90 days of the date of the initial filing thereof. Such best efforts shall
include, but not be limited to, promptly responding to all comments received
from the staff of the Securities and Exchange Commission ("SEC") and promptly
preparing and filing amendments to such registration statement which are
responsive to the comments received from the staff of the SEC. Once declared
effective by the SEC, the Seller shall cause such registration statement to
remain effective until the earlier of (i) the sale by the Buyer of all Shares
registered or (ii) 120 days after the effective date of such registration
statement. In the event that the Seller has not effected the registration of
the Shares issuable upon the conversion of the Debentures under the Act and
relevant Blue Sky Laws within ninety (90) days after the date such
registration statement was file with the SEC, the Seller shall pay to the Buyer
by wire transfer, as liquidated damages for such failure and not as a penalty,
an amount in cash equal to $100,000. Such payment shall be made to Buyer
immediately upon expiration of the 90-day period referenced in the preceding
sentence if the registration of the Shares is not effected by such date;
provided, however, that the payment of such liquidated damages shall not
relieve the Seller from its obligations to register the Shares pursuant to this
Section 4. In the event that Buyer does not qualify under Regulation S as a
result of Buyer's representation and warranties with respect to Buyer's
qualification under Regulation S, in that event the Seller shall not be
responsible for the cost of registration of Buyer's Shares with the Securities
and Exchange Commission or any State Blue Sky agency as may be required.
5. CLOSING. Debentures shall be dated, delivered to Buyer and the
funds therefore shall be delivered to Seller on February __, 1996 (the
"Closing Date") or at such time to be mutually agreed.
6. CONDITIONS TO CLOSING.
(i) Buyer understands that Seller's obligation to sell the
Debentures is conditioned upon delivery to Seller, or otherwise as
agreed between Buyer and Seller, by Buyer of the amount set forth in
Section 1 hereof.
(ii) Seller understands that Buyer's obligation to purchase
the Debentures is conditioned upon delivery of the Debentures as
described herein, and provision of an opinion of counsel confirming
the matters set out in Section 3(i), (vii), (viii), (ix) and (x) above
(which latter condition may be waived at the sole option of Buyer).
7. MISCELLANEOUS.
(i) This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York. Facsimile
signatures of this Agreement shall be binding on all parties hereto.
All terms used herein that are defined in Regulation S under the
Securities Act shall have the meanings set forth therein.
<PAGE> 6
(ii) This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[Signature page follows]
<PAGE> 7
IN WITNESS WHEREOF, this Agreement was duly executed on the date first written
above.
Official Signatory of Buyer:
INFINITY INVESTORS, LTD.
By: /s/ J. A. Loughran
Title: Director
Executed at Cork, Ireland.
Address:
27 Wellington Road
Cork, Ireland
(Telephone) 353 21 501 109
(Fax) 353 21 501 255
Attn: Mr. James G. O'Brien
Official Signatory of Seller:
INFORMATION MANAGEMENT
TECHNOLOGY, INC.
By: /s/ C. H. Holbrock
Title: President
Executed at __________________________
Address:
130 Cedar Street, 4th Floor
New York, New York 10006
(Telephone) (212) 306-6100
(Fax) (212) 385-0352
Attn: J. Gitto
<PAGE> 1
EXHIBIT 99.2
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH
TERMS ARE DEFINED IN REGULATION S UNDER THE 1933 ACT), FOR A PERIOD OF FORTY
(40) DAYS AFTER COMPLETION OF THE OFFERING PURSUANT TO WHICH THESE DEBENTURES
WERE ISSUED, AND THEREAFTER MAY ONLY BE OFFERED OR SOLD PURSUANT TO
REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
1933 ACT.
6% CONVERTIBLE DEBENTURE DUE MARCH 5, 1998
$2,100,000 March 5, 1996
FOR VALUE RECEIVED, INFORMATION MANAGEMENT TECHNOLOGY, INC., a
Delaware corporation (the "Company"), hereby promises to pay to INFINITY
INVESTORS, LTD., a Nevis, British Virgin Islands, corporation or registered
assigns (the "Holder") on March 5, 1998 (the "Maturity Date"), the principal
amount of Two Million One Hundred Thousand Dollars ($2,100,000), and to pay
interest on the principal amount hereof, in such amounts, at such times and on
such terms and conditions as are specified herein.
ARTICLE 1. INTEREST.
The Company shall pay interest on the unpaid principal amount of this
Debenture (this "Debenture") at the rate of Six Percent (6%) per year, payable
in cash, payable quarterly in arrears until the principal hereof is paid in
full or has been converted. Interest on this Debenture shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from March 5, 1996. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.
ARTICLE 2. METHOD OF PAYMENT.
This Debenture must be surrendered to the Company in order for the
Holder to receive payment of the principal amount hereof. The Company shall
pay the principal of and interest on this Debenture in United States dollars.
Interest and principal payments shall be subject to withholding (if any) under
applicable United States Federal Internal Revenue Service Regulations.
6% CONVERTIBLE DEBENTURE - PAGE 1
(INFORMATION MANAGEMENT TECHNOLOGY, INC.)
<PAGE> 2
ARTICLE 3. CONVERSION.
SECTION 3.1. CONVERSION PRIVILEGE
(a) The Holder of this Debenture shall have the right, at its
option, to convert all or a portion of this Debenture it into shares of common
stock, par value $.04 per share, of the Company ("Common Stock") at any time
which is before the close of business on the Maturity Date, except as set forth
in Section 3.1(c) below. The number of shares of Common Stock issuable upon
the conversion of this Debenture is determined by dividing the principal amount
hereof to be converted by the Conversion Price in effect on the conversion date
(as defined in paragraph (b) of this Section 3.1 below) and rounding the result
to the nearest 1/100th of a share. Upon conversion, all accrued and unpaid
interest will be paid to the Holder in cash, as specified in Article 1 above.
(b) Less than all of the principal amount of this Debenture may be
converted into Common Stock if the portion converted is $10,000 or a whole
multiple of $10,000 and the provisions of this Article 3 that apply to the
conversion of all of the Debenture also apply to the conversion of a portion of
it. All or any portion of the Debenture is convertible at any time, and from
time to time, beginning forty (40) days after the closing of the Holder's
purchase of this Debenture (the "Closing"). The conversion price shall be
thirty percent (30%) off (less than) the current market price of the Common
Stock on the conversion date (the "Conversion Price").
(c) In the event any Debenture remains outstanding on the second
anniversary of the date hereof, the unconverted portion of such Debenture will
automatically be converted into shares of Common Stock on such date in the
manner set forth in this Section 3.1.
SECTION 3.2. CONVERSION PROCEDURE. To convert this Debenture into
Common Stock, the Holder must (a) complete and sign the Notice of Conversion
attached hereto and (b) surrender the Debenture to the Company. The date upon
which the Company receives the completed Notice of Conversion (by mail,
delivery, facsimile or otherwise) is the conversion date, provided that the
Company shall not be required to deliver a certificate for Common Shares unless
and until the Company receives the Debenture. Within two (2) business days
after receipt of the Notice of Conversion as aforesaid, providing the Company
has received the Debenture from the Holder, the Company shall deliver a
certificate for the number of full shares of Common Stock issuable upon the
conversion and a check for any fraction of a share. The person in whose name
the certificate of Common Stock is to be registered shall be treated as a
shareholder of record on and after the conversion date. Upon conversion,
unpaid interest on the converted portion of the Debenture shall be paid in cash
by the Company. If one person converts more than one Debenture at the same
time, the number of full shares issuable upon the conversion shall be based on
the total principal amount of Debentures converted. Upon surrender of a
Debenture that is to be converted in part, the Company shall issue to the
Holder a new Debenture equal in principal amount to the unconverted portion of
the Debenture surrendered. Notwithstanding the foregoing, the conversion right
of the Holder set forth herein
6% CONVERTIBLE DEBENTURE - PAGE 2
(INFORMATION MANAGEMENT TECHNOLOGY, INC.)
<PAGE> 3
shall be limited solely to the extent required, from time to time, such that in
no instance shall the Holder be deemed to beneficially own (within the meaning
of the Securities and Exchange Commission Act of 1934) 4.99% or more of the
then issued and outstanding shares of Common Stock of the Company.
SECTION 3.3. FRACTIONAL SHARES. The Company shall not issue a
fractional share of Common Stock upon the conversion of this Debenture.
Instead, the Company shall pay in lieu of any fractional share the cash value
thereof at the then current market price of the Common Stock as determined
under Section 3.7 below.
SECTION 3.4. TAXES ON CONVERSION. The Company shall pay any domestic
documentary, stamp or similar issue or transfer tax due on the issue of shares
of Common Stock upon the conversion of this Debenture. However, the Holder
shall pay any such tax which is due because the shares are issued in a name
other than its name.
SECTION 3.5. COMPANY TO RESERVE STOCK. The Company shall reserve out
of its authorized but unissued Common Stock or Common Stock held in treasury
enough shares of Common Stock to permit the conversion in full of this
Debenture. All shares of Common Stock which may be issued upon the conversion
hereof shall be fully paid and nonassessable.
SECTION 3.6. RESTRICTIONS ON TRANSFER. This Debenture and the Common
Stock issuable upon the conversion hereof have not been registered under the
Securities Act of 1933 (the "Act") and have been sold pursuant to Regulation S
under the Act ("Regulation S"). The Debentures may not be transferred or
resold in the United States, or to a U.S. Person, or to or for the account or
benefit of a U.S. Person (as defined in Regulation S) for a period of forty
(40) days from the date hereof and thereafter may only be offered or sold
pursuant to registration under or an exemption from the Act.
SECTION 3.7. CURRENT MARKET PRICE.
(a) As used herein, the current market price per share of Common
Stock on any date is the average of the quoted bid prices of the Common Stock
for five consecutive trading days ending on the trading day before the date in
question.
(b) As used in this Section 3.7, the term quoted bid price shall
mean (i) the closing bid prices thereof on any such trading date, as reported
by Bloomberg, L.P. or (ii) in the event the Common Stock is not reported on
such system, the fair market value of the Common Stock as determined by the
Board of Directors of the Company in its good faith judgment.
6% CONVERTIBLE DEBENTURE - PAGE 3
(INFORMATION MANAGEMENT TECHNOLOGY, INC.)
<PAGE> 4
ARTICLE 4. MERGERS.
The Company shall not consolidate or merge into, or transfer all or
substantially all of its assets to, any person, unless such person assumes the
obligations of the Company under this Debenture and immediately after such
transaction no Event of Default exists. Any reference herein to the Company
shall refer to such surviving or transferee corporation and the obligations of
the Company shall terminate upon such assumption. If the Company merges or
consolidates with another corporation or sells or transfers all or
substantially all of its assets to another person and the holders of the Common
Stock are entitled to receive stock, securities or property in respect of or in
exchange for Common Stock, then as a condition of such merger, consolidation,
sale or transfer, either (i) the Company and any such successor, purchaser or
transferee shall amend this Debenture to provide that it may thereafter be
converted on the terms and subject to the conditions set forth above into the
kind and amount of stock, securities or property receivable upon such merger,
consolidation, sale or transfer by a holder of the number of shares of Common
Stock into which this Debenture might have been converted immediately before
such merger, consolidation, sale or transfer, or (ii) if the Company is not the
surviving entity in such merger, consolidation, sale or transfer, the Company
shall give the Holder at least 30 days prior written notice of the expected
closing date of such transaction, and if any portion of this Debenture has not
been converted into Common Stock at the election of the Holder prior to such
closing, then the remaining principal amount of this Debenture may, at the
option of the Company, be converted into shares of Common Stock at the closing
of such transaction. The Conversion Price shall be the same as the applicable
Conversion Price defined in Section 3 above.
ARTICLE 5. REPORTS.
The Company will mail to the Holder hereof at its address as shown on
the Register a copy of any annual, quarterly or current report that it files
with the Securities and Exchange Commission promptly after the filing thereof
and a copy of any annual, quarterly or other report or proxy statement that it
gives to its shareholders generally at the time such report or statement is
sent to shareholders.
ARTICLE 6. DEFAULTS AND REMEDIES.
SECTION 6.1. Events of Default. An "Event of Default" occurs if (a)
the Company does not make the payment of the principal of this Debenture when
the same becomes due and payable at maturity, upon redemption or otherwise, (b)
the Company does not make a payment of interest when such interest becomes due
and payable and such default continues for a period of 5 days thereafter, (c)
the Company fails to issue shares of Common Stock upon conversion, (d) the
Company fails to comply with any of its other agreements in this Debenture and
such failure continues for the period and after the notice specified below, (e)
the Company pursuant to or within the meaning of any Bankruptcy Law (as
hereinafter defined): (i) commences a voluntary case; (ii) consents to the
entry of an order for relief against it in an involuntary case; (iii) consents
to the appointment of a Custodian (as hereinafter defined) of it or for all or
6% CONVERTIBLE DEBENTURE - PAGE 4
(INFORMATION MANAGEMENT TECHNOLOGY, INC.)
<PAGE> 5
substantially all of its property; (iv) makes a general assignment for the
benefit of its creditors; or (v) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that: (A) is for relief against the
Company in an involuntary case; (b) appoints a Custodian of the Company or for
all or substantially all of its property or (c) orders the liquidation of the
Company, and the order or decree remains unstayed and in effect for 60 days.
As used in this Section 6.1, the term "Bankruptcy Law" means Title 11 of the
United States Code or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.
SECTION 6.2. ACCELERATION. If an Event of Default occurs and is
continuing, the Holder hereof by notice to the Company, may declare the
principal of and accrued interest on this Debenture to be due and payable.
Upon such declaration, the principal and interest hereof shall be due and
payable immediately.
ARTICLE 7. REGISTERED DEBENTURES.
SECTION 7.1. SERIES. This Debenture is one of a numbered series of
Debentures having an aggregate principal amount of not more than $2,100,000
which are identical except as to the principal amount and date of issuance
thereof and as to any restriction on the transfer thereof in order to comply
with the Securities Act of 1933 and the regulations of the Securities and
Exchange Commission promulgated thereunder. Such Debentures are referred to
herein collectively as the "Debentures."
SECTION 7.2. RECORD OWNERSHIP. The Company shall maintain a register
of the holder sof the Debentures (the "Register") showing their names and
addresses and the serial numbers and principal amounts of Debentures issues to
or transferred of record by them from time to time. The Register may be
maintained in electronic, magnetic or other computerized form. The Company may
treat the person named as the Holder of this Debenture in the Register as the
sole owner of this Debenture. The Holder of this Debenture is the person
exclusively entitled to receive payments of interest on this Debenture, receive
notifications with respect to this Debenture, convert it into Common Stock and
otherwise exercise all of the rights and powers as the absolute owner hereof.
SECTION 7.3. REGISTRATION OF TRANSFER. Transfers of this Debenture
may be registered on the books of the Company maintained for such purpose
pursuant to Section 8.2 above (i.e., the Register). Transfers shall be
registered when this Debenture is presented to the Company with a request to
register the transfer hereof and the Debenture is duly endorsed by the
appropriate person, reasonable assurances are given that the endorsements are
genuine and effective, and the Company has received evidence satisfactory to it
that such transfer is rightful and in compliance with all applicable laws,
including tax laws and state and federal securities laws. When this Debenture
is presented for transfer and duly transferred hereunder, it shall be canceled
and a new Debenture showing the name of the transferee as the record holder
thereof shall be issued in lieu hereof. When this Debenture is presented to
the Company with a reasonable request to exchange it for an equal principal
amount of Debentures of other
6% CONVERTIBLE DEBENTURE - PAGE 5
(INFORMATION MANAGEMENT TECHNOLOGY, INC.)
<PAGE> 6
denominations, the Company shall make such exchange and shall cancel this
Debenture and issue in lieu thereof Debentures having a total principal amount
equal to this Debenture in the denominations requested by the Holder.
SECTION 7.4. WORN AND LOST DEBENTURES. If this debenture becomes
worn, defaced or mutilated but is still substantially intact and recognizable,
the Company or its agent may issue a new Debenture in lieu hereof upon its
surrender. Where the Holder of this Debenture claims that the Debenture has
been lost, destroyed or wrongfully taken, the company shall issue a new
Debenture in place of the original Debenture if the Holder so requests by
written notice to the Company actually received by the Company before it is
notified that the Debenture has been acquired by a bona fide purchaser and the
Holder has delivered to the Company an indemnity bond in such amount and issued
by such surety as the Company deems satisfactory together with an affidavit of
the Holder setting forth the facts concerning such loss, destruction or
wrongful taking and such other information in such form with such proof or
verification as the Company may request.
ARTICLE 8. NOTICES.
Any notice which is required or convenient under the terms of this
Debentures shall be duly given if it is in writing and delivered in person, by
telecopy, by recognized overnight courier or mailed by first class mail,
postage prepaid and directed to the Holder of the Debenture at its address as
it appears on the Register or if to the Company to its principal executive
offices. The time when such notice is sent shall be the time of the giving of
the notice.
All notices to Holders are to be mailed to:
27 Wellington Road
Cork, Ireland
Attn: James G. O'Brien
Telephone: 353 21 501 109
Fax: 353 21 501 255
All notices to the Company are to be mailed to:
Information Management Technology, Inc.
130 Cedar Street, 4th Floor
New York, New York 10006
Attn: Chief Executive Officer
Telephone: (212) 306-6100
Fax: (212) 385-0352
6% CONVERTIBLE DEBENTURE - PAGE 6
(INFORMATION MANAGEMENT TECHNOLOGY, INC.)
<PAGE> 7
ARTICLE 9. TIMES.
Where this Debenture authorizes or requires the payment of money or
the performance of a condition or obligation on a Saturday or Sunday or a
public holiday, or authorizes or requires the payment of money or the
performance of a condition or obligation within, before or after a period of
time computed from a certain date, and such period of time ends on a Saturday
or a Sunday or a public holiday, such payment may be made or condition or
obligation performed on the next succeeding business day, and if the period
ends at a specified hour, such payment may be made or condition performed, at
or before the same hour of such next succeeding business day, with the same
force and effect as if made or performed in accordance with the terms of this
Debenture. Where time is extended by virtue of the provisions of this Article
9, such extended time shall not be included in the computation of interest.
ARTICLE 10. RULES OF CONSTRUCTION.
In this Debenture, unless the context otherwise requires, words in the
singular number include the plural, and in the plural include the singular, and
words of the masculine gender include the feminine and the neuter, and when the
sense so indicates, words of the neuter gender may refer to any gender. The
numbers and titles of sections contained in this Debenture are inserted for
convenience of reference only, and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof.
Wherever, in this Debenture, a determination of the Company is required or
allowed, such determination shall be made by a majority of the Board of
Directors of the Company and if it is made in good faith, it shall be
conclusive and binding upon the Company and the Holder of this Debenture.
ARTICLE 11. GOVERNING LAW.
The validity, terms, performance and enforcement of this Debenture
shall be governed and construed by the provisions hereof and in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the Company has duly executed this Debenture as of
the date first written above.
INFORMATION MANAGEMENT TECHNOLOGY, INC.
By: /s/ C. Holbrock
----------------------------------
Name C. Holbrock
----------------------------------
Title President
----------------------------------
[Corporate Seal]
6% CONVERTIBLE DEBENTURE - PAGE 7
(INFORMATION MANAGEMENT TECHNOLOGY, INC.)
<PAGE> 8
NOTICE OF CONVERSION
[To be completed and signed only upon conversion of Debenture]
The undersigned, the Holder of this Debenture, hereby irrevocably
elects to exercise the right to convert it into common stock, par value $.04
per share, of Information Management Technology, Inc. as follows:
<TABLE>
<S> <C>
[Complete if less than all of Dollars ($ )*
principal amount is to be ---------------------------------------------------------------------
converted ($10,000 or integral multiples of $10,000)
[Signature must be
guaranteed if registered ---------------------------------------------------------------------
holder of stock differs from (Name of Holder of shares if different than registered Holder of
registered Holder of Debenture)
Debenture)
---------------------------------------------------------------------
(Address of Holder if different than address of registered Holder of
Debenture)
---------------------------------------------------------------------
(Social Security or EIN of Holder of shares if different than Holder
of Debenture)
</TABLE>
*If the principal amount of the Debenture to be converted is less than
the entire principal amount thereof, a new Debenture for the balance
of the principal amount shall be returned to the Holder of the
Debenture. All notices to be transmitted by certified mail, facsimile
or overnight courier.
Date: Sign:
--------- ------------------------------------------------------
(Signature must conform in all respects to name of
Holder shown on face of this Debenture)
NOTICE OF CONVERSION
<PAGE> 9
ASSIGNMENT OF NOTE
The undersigned hereby sell(s) and assign(s) and transfer(s) unto
- --------------------------------------------------------------------------------
(name, address and SSN or EIN of assignee)
Dollars ($ )
- --------------------------------------------------------------------------------
(principal amount of Debenture, $10,000 or integral multiples of $10,000)
of principal amount of this Debenture together with all accrued interest
hereon.
<TABLE>
<S> <C> <C>
Date: Sign:
--------------------- ----------------------------------------------------------------------
(Signature must conform in all respects to name of Holder shown on
face of Debenture)
</TABLE>
ASSIGNMENT OF NOTE
<PAGE> 1
Exhibit 99.3
AMENDMENT NO. 1 TO 6% CONVERTIBLE DEBENTURE
DUE MARCH 5, 1998
AMENDMENT to the 6% Convertible Debenture due March 5, 1998 (the
"Debenture") of Information Management Technology, Inc., a Delaware
corporation (the "Company"), dated as of this 20th day of June, 1996.
W I T N E S S E T H:
WHEREAS, the Company has issued the Debenture in the original
principal amount of Two Million One Hundred Thousand Dollars
($2,100,000.00), of which one Million Two Hundred Twenty Thousand ($1,220,000)
is presently outstanding; and
WHEREAS, the Debentures are convertible by their terms into shares of
the Company's common stock, par value $.04 per share (the "Common Stock");
and
WHEREAS, the Company wishes to amend the Debenture as set forth below;
NOW, THEREFORE, IT IS AGREED:
1. Section 3.1(b) of the Debenture is hereby amended by deleting
such section in its entirety and inserting in lieu thereof the following
new Section 3.1(b):
"(b) Less than all of the principal amount of this Debenture may be
converted into Common Stock if the portion converted is $10,000 or a whole
multiple of $10,000 and the provisions of this Article 3 that apply to the
conversion of all of the Debenture also apply to the conversion of a
portion of it. All or any portion of the Debenture is convertible at any
time, and from time to time, beginning forty (40) days after the closing of
the Holder's purchase of this Debenture (the "Closing"). The
conversion price shall be the lesser of (x) 0.9625 or (y) thirty percent (30%)
off (less than) the current market price of the Common Stock on the
conversion date (the "Conversion Date")."
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Debenture.
3. The interpretation and construction of this Amendment, and all
matters relating hereto, shall be governed by the laws of the State of New York
applicable to agreements executed and to be performed solely within such State.
4. This Amendment shall become effective as of the date (the
"Effective Date") first written above, on the date when the Company shall have
signed a copy hereof.
<PAGE> 2
5. From and after the Effective Date all references to the Debenture
(whether in the Debenture, the Offshore Convertible Securities Subscription
Agreement of Information Management Technology, Inc., dated as of March 5,
1996 or any other document or agreement prepared in connection with the
transaction contemplated thereby) shall be deemed to be references to the
Debenture as amended hereby.
IN WITNESS WHEREOF, the Company has caused its corporate name to be
hereunto subscribed by its officers thereunto duly authorized, all as of the
day and year first above written.
INFORMATION MANAGEMENT
TECHNOLOGY, INC.
By: /s/ Joseph A. Gitto
Title: President & CFO
Agreed and acknowledged this 26th day of June, 1996
INFINITY INVESTORS LTD.
By: /s/ J. A. Loughran
Name: J. A. Loughran
Title: Director
<PAGE> 1
Exhibit 99.4
SWISSE FINANCE CORPORATION
27 Wellington Road
Cork, Ireland
VIA FAX: (212) 962-4551
June 27, 1996
Information Management Technologies Corporation
130 Cedar Street
New York, NY 10006
Attention: Mr. Joseph A. Gitto, Jr.
Re: Amendment to 6% Convertible Debentures due 3/5/98
Dear Mr. Gitto:
Enclosed is a Notice of Conversion requesting that $394,850 principal amount of
our debentures referenced above be converted. Our calculations reflect that
the conversion price should be $0.9625 per share, which should generate 410,200
shares of Information Management Technologies Corporation (the "Company")
common stock. Such conversion will require that the company waive the
provision in the debenture which limits our right to convert the debenture in
the event that after such conversion, Infinity would own more than 4.99% of the
outstanding common stock of the Company. Please acknowledge this letter where
indicated to evidence such waiver.
The stock certificate should be delivered to our representative from the law
firm of Watson, Farley & Williams, who will be present at the offices of
American Stock Transfer tomorrow. The remaining debenture should be delivered
to:
Infinity Investors, Ltd.
Attn: Barrett Wissman
1601 Elm Street
Suite 4000
Dallas, Texas 75201
Please note that the debenture terms should reflect the amendment thereto which
you executed this morning. Hard copies of the Notice of Conversion and
Debentures are being sent by overnight mail tonight.
Thank you for your prompt assistance.
Sincerely,
/s/ Barrett Wissman
Barrett Wissman,
Consultant
<PAGE> 2
Acknowledged this 27th day of June, 1996
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
By: /s/ Joseph A. Gitto, Jr.
Title: President
