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Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 17, 1997
SCRIPTEL HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20938 31-1069865
(State or other jurisdiction ( Commission ( IRS Employer
of incorporation) file number) Identification No.)
4153 Arlingate Plaza Columbus, OH 43228
( Address of principal executive offices)
(614) 276-8402
(Registrant's telephone number,
including area code)
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Item 5. Other Events
On July 17, 1997, the Company received Demands For Payment from Standard
Energy Company and Gerald S. Jacobs. These demands cover loans and accrued
interest payable to them by the Company totaling approximately $3.4 million.
Payment has been demanded at noon on Tuesday, July 22, 1997. The Company does
not have the funds to pay the amounts demanded.
Standard Energy Company and Gerald S. Jacobs are secured creditors. Should
Standard Energy Company and Mr. Jacobs pursue their legal remedies to enforce
their rights as secured creditors, the Company would likely be forced into
either a liquidation or a bankruptcy, and in either such event cease all
operations.
A copy of the correspondence from Standard Energy Company and a copy of the
Demands For Payment are attached to this Form 8-K Current Report.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits
(c) Exhibits:
4(z) Letter from Standard Energy Company Re: Demand for payment of all
amounts owed Gerald S. Jacobs and Standard Energy Company.
4(aa) Demand For Payment by Standard Energy Company.
4(ab) Demand For Payment by Gerald S. Jacobs (signed as Standard Energy
Company).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
July 21, 1997
Scriptel Holding, Inc.
(Registrant)
By: /s/ Bernard H. Eckstein
Bernard H. Eckstein
Chairman and Chief Executive Officer
STANDARD ENERGY COMPANY
July 17, 1997
HAND DELIVERY
Mr. Bernard H. Eckstein
Scriptel Holding, Inc.
4145 Arlingate Plaza
Columbus, OH 43228
RE: Demand For Payment Of All Amounts Owed Gerald S. Jacobs and Standard
Energy Company
Dear Bernie:
As of today, I have not received any confirmation or assurance that Scriptel
Holding, Inc. ("Scriptel") and John Wampler are willing to proceed with the
proposed funding and related proposed forbearance as set forth in my letter to
you dated July 10, 1997. In addition, I still have received nothing to date
from anyone regarding Mr. Wampler's financial status.
In the absence of any positive information, I have concluded that neither
Standard Energy Company ("Standard") nor I can wait any longer and that we
must start the necessary process to protect our interests.
Accordingly, enclosed is a Demand For Payment from each of Standard and me to
Scriptel and Coloray Display Corporation ("Coloray"), demanding payment in
full by noon on Tuesday, July 22, 1997 of all of the debts owed to us by
Scriptel and Coloray. I have not demanded immediate payment because, despite
what I have previously labeled as the "deafening silence" from Mr. Wampler, I
am still willing to pursue the deal set forth in my last letter if I see a
commitment and some significant performance by Monday.
In the meantime, I strongly urge you to remember, and to remind all Scriptel
personnel, that Standard and I are the primary lienholders in all of the
assets of Scriptel and Coloray and that no action should be taken by anyone to
relocate from Scriptel's Columbus office or otherwise dispose of or move any
asset of either Scriptel or Coloray without my express prior written consent
to such action. I will hold you personally responsible, as CEO of Scriptel,
if those assets are not properly secured or for any reason do not remain
safely in place.
Sincerely yours,
/s/ Gerald S. Jacobs
Gerald S. Jacobs
President
GSJ:mcl
cc(w/encls.): Thomas E. Moloney, Esq.
SUITE 321
6480 BUSCH BOULEVARD
COLUMBUS, OHIO 43229
614/885-1901 FAX:614/885-3006
DEMAND FOR PAYMENT
Scriptel Holding, Inc.
4145 Arlingate Plaza
Columbus, OH 43228
and
Coloray Display Corporation
4145 Arlingate Plaza
Columbus, OH 43228
Demand is hereby made to each of you for payment in full of all outstanding
principal and all accrued and unpaid interest under each of the following debt
obligations, which payment is due at 12 noon E.D.T. on Tuesday, July 22, 1997:
1. Convertible Promissory Note, dated May 21, 1993, for the original sum of
$50,000, as modified by the Modification To Convertible Promissory Note
effective as of May 21, 1996;
2. Convertible Promissory Note, dated June 23, 1993, for the original sum of
$50,000, as modified by the Modification To Convertible Promissory Note
effective as of May 21, 1996;
3. Cognovit Promissory Note, dated May 17, 1994, for the original sum of
$125,000;
4. Cognovit Promissory Note, dated May 31, 1994, for the original sum of
$250,000;
5. Cognovit Promissory Note, dated October 31, 1994, for the original sum of
$100,000;
6. Cognovit Promissory Note, dated December 29, 1994, for the original sum of
$258,500;
7. Cognovit Promissory Note, dated May 10, 1995, for the original sum of
$140,000;
8. Cognovit Promissory Note, dated June 7, 1995, for the original sum of
$225,000;
9. Cognovit Promissory Note, dated June 15, 1995, for the original sum of
$80,000;
10. Cognovit Promissory Note, dated September 1, 1995, for the original sum
of $330,000;
11. Cognovit Promissory Note, dated September 21, 1995, for the original sum
of $175,000;
12. Cognovit Promissory Note, dated January 17, 1996, for the original sum of
$180,000;
13. Cognovit Promissory Note, dated February 15, 1996, for the original sum
of $17,000;
14. Cognovit Promissory Note, dated February 29, 1996, for the original sum
of $350,000; and
15. Cognovit Promissory Note, dated March 26, 1996, for the original sum of
$100,000.
Dated: July 17, 1997
STANDARD ENERGY COMPANY
By /s/ Gerald S. Jacobs
Gerald S. Jacobs, President
DEMAND FOR PAYMENT
Scriptel Holding, Inc.
4145 Arlingate Plaza
Columbus, OH 43228
and
Coloray Display Corporation
4145 Arlingate Plaza
Columbus, OH 43228
Demand is hereby made to each of you for payment in full of all outstanding
principal and all accrued and unpaid interest under each of the following debt
obligations, which payment is due at 12 noon E.D.T. on Tuesday, July 22, 1997:
1. Convertible Promissory Note, dated February 1, 1993, for the original sum
of $75,000, as modified by the Modification To Convertible Promissory Note
effective as of May 21, 1996;
2. Convertible Promissory Note, dated April 29, 1993, for the original sum of
$100,000, as modified by the Modification To Convertible Promissory Note
effective as of May 21, 1996; and
3. Cognovit Promissory Note, dated October 20, 1995, for the original sum of
$200,000;
Dated: July 17, 1997
STANDARD ENERGY COMPANY
By /s/ Gerald S. Jacobs
Gerald S. Jacobs, President
