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): June 7, 2000
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CONDOR CAPITAL, INC.
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(Exact name of Registrant as specified in its charter)
Nevada
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(State or other jurisdiction of Incorporation or organization
33-20848-D 91-2031401
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(Commission File Number) (I.R.S. Employer Identification No.)
3858 West Carson Street, Suite 127, Torrance, California 90503-6705
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(Address of principal executive offices) (Zip Code)
(310) 944-9771
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(Registrant's telephone number, including area code)
8891 East Easter Place, Englewood, Colorado 80112
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On June 7, 2000, the Registrant entered into an Amended and Restated Joint
Venture Agreement with Tech-Catalyst Ventures Inc.("Tech"), of Vancouver,
British Columbia which completely amends, restates, and supersedes the Joint
Venture Agreement dated March 22, 2000 by and between the Registrant and Tech.
Under the terms of the Amended and Restated Joint Venture Agreement, the
Registrant and Tech, through Konnect Corp., a newly formed Delaware corporation,
will join to expand and grow an existing data network developed by Applied
Communications Techniques, Inc. ("ACT"), a subsidiary of Tech.
The original Joint Venture Agreement by and between the Registrant and
Tech, dated March 22, 2000 was amended to adjust and clarify the contributions,
responsibilities, share ownership, and distribution of income to both the
Registrant and Tech in order to more accurately reflect the intent of the
parties to the Joint Venture. Specifically, the Registrant's mandatory capital
contribution will decrease from $1,500,000 to $1,000,000. In addition, the
initial Joint Venture Agreement called for the issuance of Preferred Stock to
the Registrant and Common Stock to Tech, and under the Amended and Restated
Joint Venture Agreement, each party shall receive an equal number of shares of
Common Stock of Konnect Corp.
The complete terms and conditions of the Joint Venture are set forth in the
Amended and Restated Joint Venture Agreement between the Registrant and Tech
attached hereto and incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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(c) Exhibits.
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10.2 Amended and Restated Joint Venture Agreement between Registrant
and Tech-Catalyst Ventures Inc. dated June 7, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
CONDOR CAPITAL, INC.
(Registrant)
Date: June 9, 2000 /S/ Lee Gahr
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By: Lee Gahr
Its: President
Date: June 9, 2000 /S/ W. Patrick Battista
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By: W. Patrick Battista
Its: Secretary and
Chief Financial Officer
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EXHIBIT 10.2
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AMENDED AND RESTATED
JOINT VENTURE AGREEMENT
This Amended and Restated Joint Venture Agreement ("Agreement") is made
effective this 7th day of June, 2000 and entered into at Vancouver, British
Columbia by and between Condor Capital Inc., a company organized under the laws
of the State of Nevada, located at 3858 W. Carson Street, Suite 127, Torrance,
California 90503-6705 ("Condor") and Tech-Catalyst Ventures, Inc., a company
organized under the laws of the Province of British Columbia, located at 2737
Granville Street, Vancouver, BC, Canada V6H 3J1 ("Tech").
Complete Restatement
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This Amended and Restated Joint Venture Agreement completely amends,
restates, and supersedes the Joint Venture Agreement dated March 22, 2000, by
and between the parties hereto.
Recitals
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WHEREAS, on March 22, 2000, Condor and Tech entered into a Joint Venture
Agreement.
WHEREAS, Condor and Tech desire to amend and completely Restate the Joint
Venture Agreement in order to clarify the duties, responsibilities, and rights
of both Condor and Tech as set forth herein.
WHEREAS, Condor is a NASD, over-the-counter bulletin board, public company
which invests into emerging market companies.
WHEREAS Condor is the parent corporation of Konnect Corp., (Konnect) a
Delaware corporation, located at 3858 W. Carson Street, Suite 127, Torrance,
California 90503-6705.
WHEREAS Tech is the parent corporation of Applied Communications
Techniques, Inc., (ACT) a Delaware corporation, located at c/o Harvard Business
Services, Inc., 25 Greystone Manor, Lewes, Delaware 19958-9776.
WHEREAS, ACT is the owner of an existing data network which enables users
to access application services for business to business communication and
commerce. The network is capable of delivering high quality of service, real
time interactive applications services; including video and audio conferencing,
large data storage and transfer and unified messaging. This network is the
culmination of several years of research and development with companies engaged
in the creation and distribution of media assets. The network is designed to
satisfy the needs applicable to the business-to-business community.
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WHEREAS, Condor and Tech desire to conduct business jointly, pursuant to
the terms of this Agreement, through Konnect in order to expand and grow the
existing data network developed by ACT. Konnect will focus on the
business-to-business needs of media creators and distributors who shall engage
the services developed and enabled by ACT. Konnect shall provide full customer
support operations including sales and marketing, technical support,
administration, and full research and development services by Tech.
Formation of the Joint Venture
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NOW, THEREFORE, the parties to this Agreement do hereby voluntarily
associate themselves together as joint ventures subject to the following terms
and conditions:
Purpose of Joint Venture
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1. The purpose of this joint venture shall be to conduct business jointly
through Konnect:
(a) In order to expand and grow the existing data network developed by ACT;
(b) To conduct all business, present and future, resulting from the
products and services designed, created and developed by ACT to date;
(c) To conduct all business, present and future, resulting from the
products and services designed, created, and developed by Tech to date and
from this date forward, pursuant to the terms and conditions of this
Agreement, with the exception of any product(s) or service(s) which are
internal to the operations of Tech.
Name of Joint Venture
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2. Subject to the fulfillment of this Agreement, the joint venture shall
exist under the corporate name of Konnect Corp.
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Office of Joint Venture
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3. This joint venture shall maintain an office for the transaction of
business of Konnect at 3858 W. Carson Street, Suite 127, Torrance, California
90503-6705, though Konnect may relocate the office at any time or establish
additional offices in other States or Countries as need dictates.
Contributions
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4. The responsibilities of both parties to Konnect upon the execution of
this Agreement shall be:
(a) Contributions and Obligations of Condor. Condor shall contribute and be
responsible for:
(i) Providing co-managerial services to Konnect;
(ii) Timely funding of Konnect incubator project(s), that are approved
and agreed upon by the Body of Directors of Condor. The Board of
Directors of Condor shall review, agree upon and approve funding
on a project-by-project basis, subject to the submission of
incubator project(s) by Konnect a minimum of thirty (30) days
prior to funding request by Konnect.
(iii)Provisioning of all equipment required by Konnect in conjunction
with the further development and execution of products and
services of Konnect, with said equipment to be leased to Konnect
under terms and conditions to be agreed upon jointly by the Board
of Directors of Condor and Konnect.
(iv) The payment of security deposits or letters of credit which may
be required by any individual, company or institution who
provides a service required for the further development and
execution of products and services developed and offered by
Konnect.
(v) Initial financing for Konnect, scheduled as follows: (a)
twenty-five thousand US dollars (US$ 25,000) on or before June
9th 2000, and (b) one hundred seventy-five thousand US dollars
(US$ 175,000) on or before June 21st 2000, and (c) three hundred
thousand US dollars (US$ 300,000) on or before July 21st 2000,
and (d) five hundred thousand US dollars (US$ 500,000) on or
before August 25th 2000.
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(vi) Continuous notification of all material events occurring within
Condor in respect to any operations relating to the workings of
Konnect, details of such shall be immediately forwarded in
writing to and acknowledged by an authorized member of Konnect.
(b) Contributions and Obligations of Tech. Tech shall contribute and be
responsible for:
(i) Providing co-managerial services to Konnect;
(ii) The contribution of ACT, including but not limited to, all
contracts, agreements and technologies inherent to ACT, through
the merger of ACT with and into Konnect with Konnect being the
surviving corporation.
(iii)Tech shall contribute a working operational system(s) or
network(s) for the transfer of data, video and voice
communications within said network.
(iv) Tech shall bring to Konnect all incubator project(s) to be
developed within Konnect. Condor shall have first right of
refusal to provide financing (as referenced in section 4(a)(ii)),
through Konnect, for any incubator project(s) which are accepted
or rejected by the Board of Directors of Condor within five (5)
business days of submission for financing by Tech. Should any
material changes be made after the initial submission for
financing by Konnect, Condor shall have the first right to review
and accept or reject the revised opportunity within an additional
five (5) business days.
(v) Continuous notification of all material events occurring within
Konnect and/or Tech in respect to any operations relating to the
workings of Konnect, details of such shall be immediately
forwarded in writing to and acknowledged by an authorized member
of Condor.
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Structure of Joint Venture Company (Konnect)
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5. In exchange for the contributions made or to be made by the parties
hereto, their respective interest in the Konnect shall be as follows:
(a) Condor. Condor shall receive Ten Million (10,000,000) shares of Konnect
Corp. Common Stock $0.001 par value common. Each share of Common Stock
shall have, for all purposes one (1) vote per share.
(b) Tech. Tech shall receive Ten million (10,000,000) shares of Konnect
Corp. Common Stock $0.001 par value common. Each share of Common Stock
shall have, for all purposes one (1) vote per share.
(c) No Further Issuance of Shares. The parties further agree that no
additional shares of Common Stock or Preferred Stock of Konnect may be
issued, and that convertible debentures or notes, bonds or other forms of
ownership cannot be authorized unless (i) both Condor and Tech agree to any
such further issuance of shares or authorization of debt or convertible
securities, in writing, and (ii) that for each class of additional shares
issued, an equal number of shares are immediately issued for all other
classes of shares.
(d) Additional capitalization. In the event that capital requirements
exceed the funding obligations of Condor as set forth in section 4(a) or in
the event that the board of directors of Condor does not approve any
additional capital investment in excess of these amounts, the board of
directors of Konnect shall be allowed to use their discretion at pursuing
alternative methods of financing subject to the compliance of the terms and
conditions contained within this Agreement.
(e) Konnect Board of Directors.
(i) At all times the board of directors shall have equal
representation from each of the respective parties of this
Agreement.
(ii) It is not a requirement that a board member of Konnect
necessarily be a board member of either Condor or Tech.
(iii)Except for the initial board members appointed as a result of
this Agreement, election of new members shall be through the
submittal by Condor and Tech of their respective candidate(s) who
will then be approved or disqualified by the current sitting
board and shareholders of Konnect, with such approval not to be
unduly withheld.
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(iv) The initial board of directors of Konnect shall be:
Mr. Aschwanden (Ruedi) Director
Mr. Battista (W. Patrick) Director
Mr. Gahr (Lee E.) Director
Mr. Kunz (Tilo) Director
(f) Konnect Executive Officers. The initial executive officers of Konnect
shall be as follows:
Chairman Lee E. Gahr
President / CEO Tilo Kunz
Vice-President Marketing W. Patrick Battista
Vice-President of Technologies Ruedi Aschwanden
Treasure / CFO Lee E. Gahr
Secretary Lee E. Gahr
(g) Bank Signatories. The initial signatories authorized to sign upon
Konnect bank accounts, authorized to sign contracts or other corporate
obligations of Konnect shall be both of:
Lee E. Gahr and Tilo Kunz
In the event that either or both of the above named signatories are
incapacitated or are no longer capable of performing their duties, a board
member respective of each others company may become the signatory on their
behalf.
(h) Board Powers. Subject to the powers of the board of directors as set
forth in the Certificate of Incorporation as amended and the By-laws of
Konnect, the board of directors of Konnect shall be responsible for all
budgets, expenditures, and revenues of the Company.
(i) Distribution of Revenues. The parties agree that Konnect shall
distribute its revenues as follows:
(i) Condor shall be compensated, on a quarterly basis, 22.5% of the
gross profits of Konnect. Said compensation shall be referred to
as Financial Management Consulting Fees for Konnect; and
(ii) Tech shall be compensated, on a quarterly basis, 22.5% of the
gross profits of Konnect. Said compensation shall be referred to
as Operational Management and Consulting Fees for Konnect; and,
(iii)Revenues generated from the sale or liquidation of assets shall
be divided equally or as determined on a case-by -case basis by
the Board of Directors of Condor and Konnect.
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Restrictions on Transfer of Stock
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6.1 No holder of shares of Common Stock or Preferred Stock of Konnect, the
("Shares") shall sell or otherwise dispose of their shares, or any right or
interest in such Shares, without first offering to sell the shares to Konnect,
then to the other existing non selling shareholders of Konnect on a pro rata
basis, in the manner set forth in this article. Any purported sale or other
disposition of Shares in violation of these provisions shall be null and void.
6.2 A shareholder desiring to sell or otherwise dispose of all or any part
of his or her Shares, or any interest therein ("the selling shareholder"), shall
given written notice of that fact to Konnect. The notice must be given by
registered or certified mail, return receipt requested, addressed to the
Secretary of Konnect at the Corporation's principle executive office, or
delivered in person to the Secretary. The notice must designate the number of
Shares to be sold, the name of the proposed purchaser, if any, the price per
share which has been agreed on in good faith between the selling shareholder and
the proposed purchaser, if any, and the total amount involved in the sale, or,
if there be no proposed purchaser, the price per share at which the shareholder
offers to sell, and the total amount thereof, and the terms on which the selling
shareholder intends to make the sale.
6.3 Within thirty (30) days following receipt by the Secretary of the said
notice, Konnect, if it desires to purchase all or any of the Shares of the
selling shareholder, must mail or deliver to the selling shareholder a written
offer to purchase the Shares at the price and on the terms stated in the said
notice.
6.4 In the event that Konnect shall elect, within such thirty (30)-day
period, to purchase less than all of the Shares of the selling shareholder the
Secretary shall at the termination of that thirty (30) period, furnish to each
of the other shareholders of record a notification specifying the number of
Shares remaining to be sold, the price per share, the terms on which the selling
shareholder intends to make the sale, and the name of the proposed purchaser, if
any, or, if none, a statement of that fact. The notification may be delivered
personally to each shareholder or may be mailed, registered or certified, return
receipt requested, to the last known address of each shareholder, as the same
may appear on the books of the Corporation.
6.5 Within fifteen (15) days following the mailing or personal delivery the
notification to the other shareholders, any shareholders, any shareholder
desiring to purchase all or any portion of the Shares referred to in said
notification shall deliver to the Secretary, by mail or otherwise, a written
offer to purchase a specified number of the Shares, at the price and on terms
stated in the notification.
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6.6 If the total number of Shares specified in the offer(s) from the
shareholder(s) exceeds the total number of shares referred to in the
notification, the Shares to be sold shall be allocated, pro rate, among the
offering shareholder(s) according to the number of Shares owned by each such
shareholder relative to the total number of issued and outstanding shares of the
Corporation, as determined at the time the selling shareholder notifies the
Secretary of his proposed sale pursuant to subparagraph 8.2, above of this
Section.
6.7 If all the Shares referred to in the Secretary's notification are not
disposed of under the apportionment formula provided for in paragraph 8.6,
above, each shareholder desiring to purchase a portion of the remaining
undisposed Shares, which portion is in excess of his or her relative ownership
interest in the Corporation, shall be entitled to purchase that number of the
remaining undisposed Shares which bears the same relation to the number of total
remaining undisposed Shares as the number of Shares which he or she holds bears
to the total number of Shares held by all the shareholders desiring to purchase
the remaining undisposed shares (not taking into account, for this purpose,
those shares which are allocated under the apportionment formula of paragraph
8.6, above). If there is no other shareholder desiring to purchase Shares in
excess of those to which he or she is entitled under the paragraph 8.6
apportionment formula, any shareholder shall be entitled to purchase the entire
number of remaining undisposed Shares.
6.8 Unless all of the offered Shares have been purchased by the Corporation
or by the shareholder(s), or by both, within a period of sixty (60) days
following the mailing or delivery of the selling shareholder's notice to the
Secretary, as required by paragraph 8.2 of this Section, all the offered Shares
shall be released from the restrictions on sale or other disposition hereunder.
However, such Shares shall be sold or otherwise disposed under this paragraph
8.8 at a price which is not less than, and on terms which are not more favorable
than, that specified in the selling shareholder's notice to the Secretary.
Further, the sale or other disposition must be completed no later than fifteen
(15) days following the said sixty (60) -day periods. Upon completion of the
sale or other disposition, or after the expiration of the fifteen (15)-day
period within which the sale or other disposition must be completed, whichever
occurs first, or other disposition imposed by this section.
6.9 Legend on Stock Certificates. Each certificate representing Shares
owned of record or beneficially by a party to this Agreement shall be endorsed
with the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF
FIRST REFUSAL AGREEMENT BETWEEN THE COMPANY AND THE HOLDERS THAT ARE
SIGNATORIES THERETO, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANIES
RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS
CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL
BUSINESS OFFICE OF THE COMPANY.
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Under no circumstances shall any Transfer of any Shares subject hereto be
valid until the proposed transferee thereof shall have executed and become a
party to this Agreement and thereby shall have become subject to all of the
provisions hereof; and notwithstanding any other provisions of this Agreement,
no such Transfer of any kind shall in any event result in the non-applicability
of the provisions hereof at any tine to any of the Shares subject hereto.
Termination of Joint Venture
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7. Termination after the initial investment by Condor.
a. In the event that Condor is in default of its' obligations as
stated within section 4(a)(v), Tech shall reserve the right to
purchase Condor's shares for the amount of funds invested to date by
Condor, including any amounts invested in equipment (invoice amount)
by Condor and any investments in reference to section 4(a)(iii),
section 4(a)(iv) and section 4(a)(v), and
b. In the event that Tech is unable to fulfill its' obligations as
stated within section 4(b)(i), section 4(b)(ii), and section
4(b)(iii), within ninety (90) days of the effective date of this
Agreement, Condor shall have the right, subject to the approval of the
board of directors of both Condor and Konnect, to modify the
conditions of this Agreement.
General Provisions
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8.1 Notices: Any notices to be given by either party to the other shall be
in writing and may be transmitted either by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement, but each party may change that address
by written notice in accordance with this section. Notices delivered personally
shall be deemed communicated as of the date of actual receipt. Mailed notices
shall be deemed communicated as of five (5) days after the date of mailing.
8.2 Attorneys' Fees and Costs: If this Agreement gives rise to a lawsuit or
other legal proceeding between any of the parties hereto, the prevailing party
shall be entitled to recover court costs, necessary disbursements (including
expert witnesses' fees) and reasonable attorneys' fees, in addition to any other
relief such party may be entitled.
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8.3 Entire Agreement: This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto and contains
all of the covenants and agreements between the parties with respect to this
Agreement in any manner whatsoever. Each party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding.
8.4 Modifications: Any modification of this Agreement will be effective
only if it is in writing signed by the party to be charged.
8.5 Effect of Waiver: The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this Agreement by
the other party shall not be deemed a waiver of that term, covenant, or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.
8.6 Partial Invalidity: If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
8.7 Law Governing Agreement: This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
8.8 Jurisdiction/Venue: Jurisdiction and venue for any dispute arising out
of this Agreement shall be exclusively in the County of San Diego, State of
California.
8.9 Construction: If any construction is to be made of any provision of
this Agreement, it shall not be construed against either party on the ground
such party was the drafter of the Agreement or any particular provision.
8.10 Time: Time is of the essence in this Agreement.
8.11 Corporate Authorization: If any signatory of this Agreement is a
corporation, said signatory represents and warrants that this Agreement and the
undersigned's execution of this Agreement have been duly authorized and approved
by the corporation's Board of Directors. The undersigned officers and
representatives of the corporation(s) executing this Agreement on behalf of the
corporation(s) represent and warrant they are officers of the corporation(s)
with full authority to execute this Agreement on behalf of the corporation(s).
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8.12 Operational Issues: In the event that Condor is unable or unwilling to
fulfill its obligations as set forth within section 4(a)(iii) and section
4(a)(iv), within five (5) business days from the submission of request for such
by Konnect, as required to fulfill firm customer orders, Konnect shall have the
right to obtain alternative financing on a case by case basis.
IN WITNESS WHEREOF, the undersigned have executed this Agreement, effective
as of the date first above written.
CONDOR CAPITAL INC.
/s/ Lee E. Gahr /S/ W. Patrick Batista
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By: Lee E. Gahr By: W. Patrick Battista
Its: President / CEO Its: Secretary
TECH-CATALYST VENTURES INC.
/S/ Henk J. Offers /S/ Tilo Kunz
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By: Henk J. Offers By: Tilo Kunz
Its: President Its: Director
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