<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 27, 1996
------------------------------------------------
Date of Report (date of earliest event reported)
DATALINK SYSTEMS CORPORATION
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
Nevada 33-21508 35-3574355
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
17420 High Street, Los Gatos, California 95032
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(408) 354-5604
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
Lord Abbott, Inc.
13215 Braun Road, Golden, Colorado 80401
-----------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 27, 1996, Datalink Systems Corporation (formerly "Lord Abbott,
Inc.") (the "Company") completed the acquisition of 100% of the outstanding
common stock of Datalink Communications Corporation ("DSC") in exchange for
shares of the Company's common stock. The Company issued a total of
16,465,316 shares of its Common Stock (approximately 99% of the shares now
outstanding) to the shareholders of DSC at the Closing.
In anticipation of the above acquisition, on June 18, 1996, the Company
changed its domicile from Colorado to Nevada, changed its name from Lord
Abbott, Inc. to Datalink Systems Corporation, and effected a 1 for 300 reverse
stock split. These matters were all approved by the Company's shareholders at
a meeting held on June 14, 1996.
The stock issuances were made pursuant to an Agreement Concerning the
Exchange of Common Stock ("Agreement") between the Company and DSC. The terms
of the Agreement were the result of negotiations between the managements of
the Company and DSC. However, the Board of Directors did not obtain any
independent "fairness" opinion or other evaluation regarding the terms of the
Agreement, due to the cost of obtaining such opinions or evaluations.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement, together with the exhibits thereto, which is
filed as Exhibit 10 hereto, and is incorporated herein by this reference.
Pursuant to the Agreement, Mark Moldenhauer, the former President and a
Director of the Company, sold back to the Company at closing 1,533,333 shares
of the Company's common stock (post split) for $10,000.
Pursuant to the Agreement, at Closing, the Company issued to Westridge
Capital Limited, as a finder's fee, a Debenture in the principal amount of
$130,000 which is convertible into 1,300,000 shares of the Company's Common
Stock.
As a result of the transaction with DSC and the issuance of the
16,465,316 shares of the Company's Common Stock, following are those persons
known by the Company to own 5% or more of the Registrant's Voting Stock:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF OUTSTANDING
NAME AND ADDRESS VOTING SHARES VOTING SHARES
<S> <C> <C>
Anthony LaPine 2,000,000 12.0%
17420 High Street
Los Gatos, CA 95032
Nicholas Miller 2,083,333<FN1> 12.5%
1590-1500 West Georgia St.
Vancouver, B.C.
Canada V6G 2Z6
Linda Fraser 937,500 5.6%
1590-1500 West Georgia St.
Vancouver, B.C.
Canada V6G 2Z6
Silhouette Investments Ltd. 2,083,333 12.5%
4249 Hobson Road
Kelowna, B.C.
Canada V1W 1Y4
Melanor Ltd. 2,157,833 13.0%
c/o George Davis Law Corp.
1100-100 Park Royal South
West Vancouver, B.C.
Canada V7T 1A2
Medan Ltd. 1,041,667 6.3%
c/o George Davis Law Corp.
1100-100 Park Royal South
West Vancouver, B.C.
Canada V7T 1A2
____________________
<FN>
<FN1> Includes 937,500 shares held by Mr. Miller's wife, Linda Fraser.
</FN>
</TABLE>
Effective on the closing of the acquisition, the Company's new officers
and directors were as follows:
Nicholas Miller - Chairman of the Board, Secretary, Treasurer
Treasurer and Director
Anthony LaPine - President, Chief Executive Officer and Director
During July 1996, the Company completed a transaction in which it sold
to an unaffiliated investor named Peter Allard a Convertible Debenture in the
principal amount of $2,000,000. The Debenture matures on July 1, 1998, and is
convertible at any time prior thereto into shares of the Company's Common
Stock at $2.00 per share. Mr. Allard was also issued a warrant to purchase up
to 1,000,000 shares of the Company's Common Stock at $2.50 per share at any
time prior to July 15, 1998. Mr. Allard also received certain registration
rights.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 of this Report, on June 27, 1996, the Company
acquired all of the outstanding common stock of Datalink Systems Corporation
in exchange for shares of the Company's Common Stock.
Datalink Communications Corporation is a wireless information services
company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements required by Rule 3-05(b) of Regulation S-X for Datalink
Communications Corporation are not yet available, and will be filed by
amendment on or before September 10, 1996.
(b) PROFORMA FINANCIAL INFORMATION. The pro forma financial information
required by Article 11 of Regulation S-X is not yet available, and will be
filed by amendment on or before September 10, 1996.
(c) EXHIBITS.
Exhibit 10 Agreement Concerning the Exchange of Common Stock
Between Datalink Systems Corporation and Datalink
Communications Corporation
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
DATALINK SYSTEMS CORPORATION
Dated: July 12, 1996 By /s/ Anthony LaPine
Anthony LaPine, President
<PAGE>
AGREEMENT
CONCERNING THE EXCHANGE OF COMMON STOCK
BETWEEN
DATALINK SYSTEMS CORPORATION
(FORMERLY "LORD ABBOTT, INC.")
AND
DATALINK COMMUNICATIONS CORPORATION
(Formerly "Datalink Systems Corporation")
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 1 - EXCHANGE OF SECURITIES 5
1.1 - Issuance of Shares 5
1.2 - Exemption from Registration 5
1.3 - Investment Intent 5
1.4 - Lord Abbott Shareholder Meeting 5
ARTICLE 2 - REPRESENTATION AND WARRANTIES OF DATALINK 6
2.1 - Organization 6
2.2 - Capital 6
2.3 - Subsidiaries 6
2.4 - Directors and Officers 6
2.5 - Financial Statements 6
2.6 - Absence of Changes 6
2.7 - Absence of Undisclosed Liabilities 6
2.8 - Tax Returns 7
2.9 - Investigation of Financial Condition 7
2.10 - Patents, Trade Names and Rights 7
2.11 - Compliance with Laws 7
2.12 - Litigation 7
2.13 - Authority 7
2.14 - Ability to Carry Out Obligations 8
2.15 - Validity of Datalink Shares 8
2.16 - Full Disclosure 8
2.17 - Assets 8
2.18 - Material Contracts 8
2.19 - Employees 8
2.20 - Consents and Approvals 8
2.21 - Insurance 8
2.22 - Real Property 9
2.23 - No Management Contracts and Competition 9
2.24 - Insolvency Proceedings 9
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF LORD ABBOTT 9
3.1 - Organization 9
3.2 - Capital 9
3.3 - Subsidiaries 9
3.4 - Directors and Officers 9
3.5 - Financial Statements 9
3.6 - Absence of Changes 10
3.7 - Absence of Undisclosed Liabilities 10
3.8 - Tax Returns 10
3.9 - Investigation of Financial Condition 10
3.10 - Trade Names and Rights 10
3.11 - Compliance with Laws 10
3.12 - Litigation 10
3.13 - Authority 11
3.14 - Ability to Carry Out Obligations 11
3.15 - Validity of Lord Abbott Shares 11
3.16 - Full Disclosure 11
3.17 - Assets 11
3.18 - Material Contracts 11
3.19 - Employees 11
3.20 - Indemnification 11
ARTICLE 4 - COVENANTS 12
4.1 - Investigative Rights 12
4.2 - Conduct of Business 12
ARTICLE 5 - CONDITIONS PRECEDENT TO LORD ABBOTT'S PERFORMANCE 12
5.1 - Conditions 12
5.2 - Accuracy of Representations 12
5.3 - Performance 12
5.4 - Absence of Litigation 12
5.5 - Acceptance by Datalink Shareholders 13
5.6 - Officer's Certificate 13
ARTICLE 6 - CONDITIONS PRECEDENT TO DATALINK'S PERFORMANCE 13
6.1 - Conditions 13
6.2 - Accuracy of Representations 13
6.3 - Performance 13
6.4 - Absence of Litigation 13
6.5 - Cancellation of 460,000,000 Shares 13
6.6 - Directors of Lord Abbott 13
6.7 - Officers of Lord Abbott 14
6.8 - Acceptance by Datalink Shareholders 14
6.9 - Shareholder Meeting 14
6.10 - Officer's Certificate 14
ARTICLE 7 - CLOSING 14
7.1 - Closing 14
ARTICLE 8 - MISCELLANEOUS 15
8.1 - Captions and Headings 15
8.2 - No Oral Change 15
8.3 - Non-Waiver 15
8.4 - Time of Essence 15
8.5 - Entire Agreement 15
8.6 - Notices 15
8.7 - Binding Effect 16
8.8 - Mutual Cooperation 16
8.9 - Brokers 16
8.10 - Announcements 16
8.11 - Expenses 16
8.12 - Survival of Representations and Warranties 16
8.13 - Exhibits 16
Signatures 17
EXHIBITS:
Directors and Officers of Datalink Exhibit 2.4
Financial Statements of Datalink Exhibit 2.5
Patents, Trade Names and Rights of Datalink Exhibit 2.10
Material Contracts of Datalink Exhibit 2.18
Directors and Officers of Lord Abbott Exhibit 3.4
Financial Statements of Lord Abbott Exhibit 3.5
Material Contracts of Lord Abbott Exhibit 3.18
<PAGE>
AGREEMENT
AGREEMENT, made this 27th day of June 1996, by and between DATALINK
SYSTEMS CORPORATION (formerly "LORD ABBOTT, INC."), a Colorado corporation
("Lord Abbott"), and DATALINK COMMUNICATIONS CORPORATION, a Nevada corporation
(formerly "Datalink Systems Corporation") ("Datalink").
WHEREAS, Lord Abbott desires to acquire all of the issued and
outstanding shares of common stock of Datalink in exchange for an aggregate of
16,465,316 authorized but unissued restricted shares of the common stock,
$.001 par value, of Lord Abbott (the "Common Stock") (the "Exchange Offer");
and
WHEREAS, Datalink desires to assist Lord Abbott in a business combi-
nation which will result in the shareholders of Datalink owning approximately
99% of the then issued and outstanding shares of Lord Abbott's Common Stock,
and Lord Abbott holding 100% of the issued and outstanding shares of
Datalink's common stock;
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1
EXCHANGE OF SECURITIES
1.1 ISSUANCE OF SHARES. Subject to all of the terms and conditions of
this Agreement, Lord Abbott agrees to offer one (1) share of Common Stock for
each share of Datalink common stock issued and outstanding, or a total of
16,465,316 shares (after the proposed 1 for 300 reverse split) of Lord
Abbott's Common Stock. The Common Stock will be issued directly to the share-
holders of Datalink which accept the Exchange Offer.
1.2 EXEMPTION FROM REGISTRATION. The parties hereto intend that the
Common Stock to be issued by Lord Abbott to the shareholders of Datalink shall
be exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), pursuant to Section 4(2) of the Act and the rules and
regulations promulgated thereunder.
1.3 INVESTMENT INTENT. Prior to the consummation of the Exchange
Offer, the shareholders of Datalink accepting the Exchange Offer shall execute
Letters of Acceptance and such other documents containing, among other things,
representations and warranties relating to investment intent and investor
status, restrictions on transferability and restrictive legends such that the
counsel for both Lord Abbott and Datalink shall be satisfied that the exchange
of shares as contemplated by this Agreement shall be exempt from the
registration requirements of the Act and any applicable state or provincial
blue sky laws.
1.4 DEBENTURE FOR WESTRIDGE CAPITAL, LIMITED. At the Closing of this
transaction, Lord Abbott shall issue to Westridge Capital, Limited, a
Debenture in the principal amount of $130,000 which is convertible into
1,300,000 shares (post-split) of Lord Abbott. This Debenture represents full
payment of the finder's fee owed to Westridge Capital, Limited for introducing
the parties hereto.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF DATALINK
Datalink represents and warrants to Lord Abbott that:
2.1 ORGANIZATION. Datalink is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, and has all necessary
corporate powers to own its properties and to carry on its business as now
owned and operated by it. Datalink is not qualified or licensed as a foreign
corporation in any other jurisdiction.
2.2 CAPITAL. The authorized capital stock of Datalink consists of
50,000,000 shares of no par value Common Stock of which 16,465,316 shares of
Common Stock are currently issued and outstanding. All of the issued and out-
standing shares are duly and validly issued, fully paid and nonassessable.
There are presently no outstanding subscriptions, options, rights, warrants,
convertible securities, or other agreements or commitments obligating Datalink
to issue or to transfer from treasury any additional shares of its capital
stock of any class.
2.3 SUBSIDIARIES. Except for DSC Datalink Communications Corporation,
Datalink does not have any subsidiaries or own any interest in any other
enterprise (whether or not such enterprise is a corporation).
2.4 DIRECTORS AND OFFICERS. Exhibit 2.4, annexed hereto and hereby
incorporated herein by reference, contains the names and titles of all
directors and officers of Datalink as of the date of this Agreement.
2.5 FINANCIAL STATEMENTS. Exhibit 2.5, annexed hereto and hereby
incorporated herein by reference, consists of a draft of the audited financial
statements of Datalink as of December 31, 1995, and unaudited financial
statements as of May 31, 1996, containing the balance sheet of Datalink and
the related statement of operations for the periods then ended. The financial
statements have been prepared in accordance with generally accepted accounting
principles and practices consistently followed by Datalink throughout the
period indicated. To the best of Datalink's knowledge and belief, such
financial statements present fairly the financial position of Datalink as of
the dates of such financial statements. To the best of Datalink's knowledge
and belief, the books and records of Datalink are complete and correct in all
respects and have been maintained in accordance with good business practices.
2.6 ABSENCE OF CHANGES. Since May 31, 1996, except for changes in the
ordinary course of business which have not in the aggregate been materially
adverse, to the best of Datalink's knowledge and belief, Datalink has
conducted its business only in the ordinary course and has not experienced or
suffered any material adverse change in its condition (financial or
otherwise), results of operations, properties, business or prospects or waived
or surrendered any claim or right of material value.
2.7 ABSENCE OF UNDISCLOSED LIABILITIES. To the best of Datalink's
knowledge and belief, neither Datalink nor any of its properties or assets are
subject to any liabilities or obligations of any nature, whether absolute,
accrued, contingent or otherwise and whether due or to become due, that are
not reflected in the financial statements presented to Lord Abbott.
2.8 TAX RETURNS. Within the times and in the manner prescribed by law,
Datalink has filed all federal, state and local tax returns required by law
and has paid all taxes, assessments and penalties due and payable. To the
best of Datalink's knowledge and belief, the provisions for taxes, if any,
reflected in the balance sheets included in Exhibit 2.5 are adequate for any
and all federal, state, and local taxes for the periods ending on the date of
those balance sheets and for all prior periods, whether or not disputed.
There are no present disputes as to taxes of any nature payable by Datalink.
2.9 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner
reducing or otherwise mitigating the representations contained herein, Lord
Abbott shall have the opportunity to meet with Datalink's accountants to
discuss the financial condition of Datalink. Datalink shall make available to
Lord Abbott all books and records of Datalink.
2.10 PATENTS, TRADE NAMES AND RIGHTS. Except as listed on Exhibit
2.10, Datalink does not use any patents, trademark, service mark, trade name,
or copyright in its business, or own any trademarks, trademark registrations
or applications, trade names, service marks, copyrights, copyright
registrations or applications. No person owns any patent, trademark,
trademark registration or application, service mark, trade name, copyright, or
copyright registration or application the use of which is necessary or
contemplated in connection with the operation of Datalink's business.
2.11 COMPLIANCE WITH LAWS. To the best of Datalink's knowledge and
belief, Datalink has complied with, and is not in violation of, applicable
federal, state or local statutes, laws and regulations (including, without
limitation, any applicable building, zoning, or other law, ordinance, or
regulation) affecting its properties or the operation of its business.
2.12 LITIGATION. Datalink is not a party to any suit, action, arbi-
tration, or legal, administrative, or other proceeding, or governmental
investigation pending or, to the best knowledge of Datalink, threatened
against or affecting Datalink or its business, assets, or financial condition.
Datalink is not in default with respect to any order, writ, injunction, or
decree of any federal, state, local, or foreign court, department agency, or
instrumentality. Datalink is not engaged in any legal action to recover
moneys due to it.
2.13 AUTHORITY. Datalink has full corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement. The board of directors of Datalink has taken all action
required to authorize the execution and delivery of this Agreement by or on
behalf of Datalink, the performance of the obligations of Datalink under this
Agreement and the consummation by Datalink of the transactions contemplated
under this Agreement. No other corporate proceedings on the part of Datalink
are necessary to authorize the execution and delivery of this Agreement by
Datalink in the performance of its obligations under this Agreement. This
Agreement is, and when executed and delivered by Datalink, will be a valid and
binding agreement of Datalink, enforceable against Datalink in accordance with
its terms.
2.14 ABILITY TO CARRY OUT OBLIGATIONS. Neither the execution and
delivery of this Agreement, the performance by Datalink of its obligations
under this Agreement, nor the consummation of the transactions contemplated
under this Agreement will, to the best of Datalink's knowledge and belief:
(a) violate any provision of Datalink's articles of incorporation or bylaws;
(b) with or without the giving of notice or the passage of time, or both,
violate, or be in conflict with, or constitute a default under, or cause or
permit the termination or the acceleration of the maturity of, any debt,
contract, agreement or obligation of Datalink, or require the payment of any
prepayment or other penalties; (c) require notice to, or the consent of, any
party to any agreement or commitment, lease or license, to which Datalink is
bound; (d) result in the creation or imposition of any security interest, lien
or other encumbrance upon any property or assets of Datalink; or (e) violate
any statute or law or any judgment, decree, order, regulation or rule of any
court or governmental authority to which Datalink is bound or subject.
2.15 VALIDITY OF DATALINK SHARES. The shares of Datalink Common Stock
to be delivered pursuant to this Agreement will be duly authorized, validly
issued, fully paid and nonassessable.
2.16 FULL DISCLOSURE. None of the representations and warranties made
by Datalink herein, or in any exhibit, certificate or memorandum furnished or
to be furnished by Datalink, or on its behalf, contains or will contain any
untrue statement of material fact, or omit any material fact the omission of
which would be misleading.
2.17 ASSETS. Datalink has good and marketable title to all of its
property free and clear of any and all liens, claims and encumbrances.
2.18 MATERIAL CONTRACTS. Except as listed in Exhibit 2.18, and except
as otherwise disclosed in this Agreement, Datalink has no material contracts
to which it is a party or by which it is bound. Each of the contracts listed
in Exhibit 2.18 are legal, valid and binding obligations of Datalink and all
other parties to such contracts, enforceable in accordance with their terms
and are in full force and effect. None of the parties to such contracts are
in default under any such contracts nor has any event occurred which by the
giving of notice or passage of time would become an event of default under any
such contract.
2.19 EMPLOYEES. Datalink presently has approximately 12 employees.
2.20 CONSENTS AND APPROVALS. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by Datalink in connection with:
(a) the execution and delivery by Datalink of its obligations under this
Agreement; (b) the performance by Datalink of its obligations under this
Agreement; or (c) the consummation by Datalink of the transactions
contemplated by this Agreement.
2.21 INSURANCE. Datalink is not in default with respect to any
provisions or requirements of any policy of insurance. Datalink has not
received any notice of any claims by Datalink against any policy of insurance
owned or held by Datalink.
2.22 REAL PROPERTY. Except as described in Exhibit 2.18 hereto,
Datalink does not own, use or claim any interest in any real property,
including without limitation any license, leasehold or any similar interest in
real property.
2.23 NO MANAGEMENT CONTRACTS. No person or entity, other than the
board of directors and officers of Datalink, has any right to manage or direct
the management, operation or use of any assets of Datalink.
2.24 INSOLVENCY PROCEEDINGS. Datalink has not made any assignment for
the benefit of creditors, filed any petition in bankruptcy, been adjudicated
insolvent or bankrupt, petitioned or applied to any tribunal for any receiver
of its properties or assets, or commenced any proceedings under any
reorganization, arrangement, readjustment of debt, conservation, dissolution
or liquidation law or statute of any jurisdiction. No such action or
proceeding has been commenced or threatened against Datalink by any creditor,
claimant, governmental agency or other person.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF LORD ABBOTT
Lord Abbott represents and warrants to Datalink that:
3.1 ORGANIZATION. Lord Abbott is a publicly-held corporation duly or-
ganized, validly existing, and in good standing under the laws of Nevada, has
all necessary corporate powers to own properties and to carry on business, and
is not now conducting any business, except to the extent to which the
effecting of the transaction contemplated by this Agreement constitutes doing
business.
3.2 CAPITAL. The authorized capital stock of Lord Abbott consists of
50,000,000 shares of $.001 par value Common Stock of which approximately
1,706,700 shares (post-split) of Common Stock are currently issued and
outstanding. All of the issued and outstanding shares are duly and validly
issued, fully paid and nonassessable. There are no outstanding subscriptions,
options, rights, warrants, convertible securities, or other agreements or
commitments obligating Lord Abbott to issue or to transfer from treasury any
additional shares of its capital stock of any class.
3.3 SUBSIDIARIES. Lord Abbott does not have any subsidiaries or own
any interest in any other enterprise (whether or not such enterprise is a
corporation).
3.4 DIRECTORS AND OFFICERS. Exhibit 3.4, annexed hereto and hereby
incorporated herein by reference, contains the names and titles of all
directors and officers of Lord Abbott as of the date of this Agreement.
3.5 FINANCIAL STATEMENTS. Exhibit 3.5, annexed hereto and hereby
incorporated herein by reference, consists of the audited financial statements
of Lord Abbott as of March 31, 1996, containing the balance sheets of Lord
Abbott and the related statements of income and retained earnings for the
period then ended. The financial statements have been prepared in accordance
with generally accepted accounting principles and practices consistently
followed by Lord Abbott throughout the period indicated, and fairly present
the financial position of Lord Abbott as of the dates of the balance sheets
included in the financial statements, and the results of operations for the
periods indicated.
3.6 ABSENCE OF CHANGES. Since March 31, 1996, there has not been any
change in the financial condition or operations of Lord Abbott, except for
changes in the ordinary course of business, which changes have not in the
aggregate been materially adverse.
3.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of March 31, 1996, Lord
Abbott did not have any material debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due or to
become due, that is not reflected in Lord Abbott's balance sheet as of March
31, 1996.
3.8 TAX RETURNS. Within the times and in the manner prescribed by law,
Lord Abbott has filed all federal, state and local tax returns required by law
and has paid all taxes, assessments and penalties due and payable. The
provisions for taxes, if any, reflected in those balance sheets included in
Exhibit 3.5 are adequate for any and all federal, state, and local taxes for
the periods ending on the date of those balance sheets and for all prior
periods, whether or not disputed. There are no present disputes as to taxes
of any nature payable by Lord Abbott.
3.9 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner
reducing or otherwise mitigating the representations contained herein,
Datalink shall have the opportunity to meet with Lord Abbott's accountants and
attorneys to discuss the financial condition of Lord Abbott. Lord Abbott
shall make available to Datalink all books and records of Lord Abbott.
3.10 TRADE NAMES AND RIGHTS. Lord Abbott does not use any trademark,
service mark, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications. No person owns any
trademark, trademark registration or application, service mark, trade name,
copyright, or copyright registration or application the use of which is
necessary or contemplated in connection with the operation of Lord Abbott's
business.
3.11 COMPLIANCE WITH LAWS. To the best of Lord Abbott's knowledge and
belief, Lord Abbott has complied with, and is not in violation of, applicable
federal, state or local statutes, laws and regulations (including, without
limitation, any applicable building, zoning, or other law, ordinance, or
regulation) affecting its properties or the operation of its business.
3.12 LITIGATION. Lord Abbott is not a party to any suit, action, arbi-
tration, or legal, administrative, or other proceeding, or governmental
investigation pending or, to the best knowledge of Lord Abbott, threatened
against or affecting Lord Abbott or its business, assets, or financial condi-
tion. Lord Abbott is not in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department agency, or instrumentality. Lord Abbott is not engaged in any
legal action to recover moneys due to it.
3.13 AUTHORITY. The Board of Directors of Lord Abbott has authorized
the execution of this Agreement and the transactions contemplated herein, and
Lord Abbott has full power and authority to execute, deliver and perform this
Agreement and this Agreement is the legal, valid and binding obligation of
Lord Abbott, and is enforceable in accordance with its terms and conditions.
3.14 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of
this Agreement by Lord Abbott and the performance by Lord Abbott of its
obligations hereunder will not cause, constitute, or conflict with or result
in (a) any breach or violation of any of the provisions of or constitute a
default under any license, indenture, mortgage, charter, instrument, certifi-
cate of incorporation, bylaw, or other agreement or instrument to which Lord
Abbott is a party, or by which it may be bound, nor will any consents or
authorizations of any party other than those hereto be required, (b) an event
that would permit any party to any agreement or instrument to terminate it or
to accelerate the maturity of any indebtedness or other obligation of Lord
Abbott, or (c) an event that would result in the creation or imposition of any
lien, charge, or encumbrance on any asset of Lord Abbott.
3.15 VALIDITY OF LORD ABBOTT SHARES. The shares of Lord Abbott Common
Stock to be delivered pursuant to this Agreement, when issued in accordance
with the provisions of this Agreement, will be duly authorized, validly
issued, fully paid and nonassessable.
3.16 FULL DISCLOSURE. None of the representations and warranties made
by Lord Abbott herein, or in any exhibit, certificate or memorandum furnished
or to be furnished by Lord Abbott, or on its behalf, contains or will contain
any untrue statement of material fact, or omit any material fact the omission
of which would be misleading.
3.17 ASSETS. Lord Abbott has good and marketable title to all of its
property free and clear of any and all liens, claims and encumbrances.
3.18 MATERIAL CONTRACTS. Except as listed in Exhibit 3.18, and except
as otherwise disclosed in this Agreement, Lord Abbott has no material
contracts to which it is a party or by which it is bound.
3.19 EMPLOYEES. Lord Abbott presently has no salaried employees.
3.20 INDEMNIFICATION. Lord Abbott agrees to indemnify, defend and hold
Datalink harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties, and reasonable attorney fees,
that it shall incur or suffer, which arise out of, result from or relate to
any breach of, or failure by Lord Abbott to perform any of its represen-
tations, warranties, covenants or agreements in this Agreement or in any
schedule, certificate, exhibit or other instrument furnished or to be fur-
nished by Lord Abbott under this Agreement.
ARTICLE 4
COVENANTS
4.1 INVESTIGATIVE RIGHTS. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsels, accountants, auditors, and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party's properties, books, contracts, commitments, and
records for the purpose of examining the same. Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request.
4.2 CONDUCT OF BUSINESS. Prior to the Closing, Lord Abbott and
Datalink shall each conduct its business in the normal course, and shall not
sell, pledge, or assign any assets, without the prior written approval of the
other party, except in the regular course of business. Except as provided for
herein, neither Lord Abbott or Datalink shall amend its Articles of Incorpora-
tion or Bylaws, declare dividends, redeem or sell stock or other securities,
incur additional or newly-funded liabilities, acquire or dispose of fixed
assets, change employment terms, enter into any material or long-term con-
tract, guarantee obligations of any third party, settle or discharge any
balance sheet receivable for less than its stated amount, pay more on any
liability than its stated amount, or enter into any other transaction other
than in the regular course of business except as otherwise contemplated
herein.
ARTICLE 5
CONDITIONS PRECEDENT TO LORD ABBOTT'S PERFORMANCE
5.1 CONDITIONS. Lord Abbott's obligations hereunder shall be subject
to the satisfaction, at or before the Closing, of all the conditions set forth
in this Article 5. Lord Abbott may waive any or all of these conditions in
whole or in part without prior notice; provided, however, that no such waiver
of a condition shall constitute a waiver by Lord Abbott of any other condition
of or any of Lord Abbott's other rights or remedies, at law or in equity, if
Datalink shall be in default of any of their representations, warranties, or
covenants under this Agreement.
5.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted by this
Agreement, all representations and warranties by Datalink in this Agreement or
in any written statement that shall be delivered to Lord Abbott by Datalink
under this Agreement shall be true and accurate on and as of the Closing Date
as though made at that time.
5.3 PERFORMANCE. Datalink shall have performed, satisfied, and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it, on or before the Closing
Date.
5.4 ABSENCE OF LITIGATION. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Datalink on or before the Closing Date.
5.5 ACCEPTANCE BY DATALINK SHAREHOLDERS. The holders of an aggregate
of not less than 90% of the issued and outstanding shares of common stock of
Datalink shall have agreed to exchange their shares for shares of Lord Abbott
Common Stock.
5.6 OFFICER'S CERTIFICATE. Datalink shall have delivered to Lord
Abbott a certificate, dated the Closing Date, and signed by the Chief
Executive Officer of Datalink, certifying that each of the conditions
specified in Sections 5.2 through 5.5 hereof have been fulfilled.
ARTICLE 6
CONDITIONS PRECEDENT TO DATALINK'S PERFORMANCE
6.1 CONDITIONS. Datalink's obligations hereunder shall be subject to
the satisfaction, at or before the Closing, of all the conditions set forth in
this Article 6. Datalink may waive any or all of these conditions in whole or
in part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by Datalink of any other condition of or
any of Datalink's rights or remedies, at law or in equity, if Lord Abbott
shall be in default of any of its representations, warranties, or covenants
under this Agreement.
6.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted by this
Agreement, all representations and warranties by Lord Abbott in this Agreement
or in any written statement that shall be delivered to Datalink by Lord Abbott
under this Agreement shall be true and accurate on and as of the Closing Date
as though made at that time.
6.3 PERFORMANCE. Lord Abbott shall have performed, satisfied, and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it, on or before the Closing
Date.
6.4 ABSENCE OF LITIGATION. No action, suit or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Lord Abbott on or before the Closing Date.
6.5 CANCELLATION OF 460,000,000 SHARES. Concurrently with the Closing,
Lord Abbott shall have repurchased from Mark R. Moldenhauer a total of
460,000,000 shares (pre-split) for a total of $10,000 and such shares shall
then be cancelled. Datalink agrees to advance $10,000 to Lord Abbott to cover
the cost before the shares are cancelled.
6.6 DIRECTORS OF LORD ABBOTT. Effective on the Closing, Lord Abbott
shall have fixed the size of its Board of Directors at two persons, and such
Board of Directors shall include Nicholas Miller and Anthony Lapine. Mark R.
Moldenhauer, Jules Wurzel and Thomas Johnson shall have submitted their
resignations as Directors and Officers of Lord Abbott effective on the Closing
of this transaction.
6.7 OFFICERS OF LORD ABBOTT. Effective on the Closing, Lord Abbott
shall have elected new officers of Lord Abbott to consist of the following
persons:
Nicholas Miller Chairman of the Board, Chief Executive
Officer, Secretary and Treasuer
Anthony LaPine President
6.8 ACCEPTANCE BY DATALINK SHAREHOLDERS. The holders of an aggregate
of not less than 90% of the issued and outstanding shares of common stock of
Datalink shall have agreed to exchange their shares for shares of Lord Abbott
Common Stock.
6.9 OFFICERS' CERTIFICATE. Lord Abbott shall have delivered to
Datalink a certificate, dated the Closing Date and signed by the President of
Lord Abbott certifying that each of the conditions specified in Sections 6.2
through 6.8 have been fulfilled.
ARTICLE 7
CLOSING
7.1 CLOSING. The Closing of this transaction shall be held at the
offices of Jon D. Sawyer, P.C., 1401 Seventeenth Street, Suite 460, Denver,
Colorado 80202, or such other place as shall be mutually agreed upon, on such
date as shall be mutually agreed upon by the parties, but in no event shall
the Closing be later than June 27, 1996. At the Closing:
(a) Datalink shall deliver Letters of Acceptance and the
certificates representing the shares of Datalink held by the shareholders of
Datalink accepting the Exchange Offer ("Accepting Shareholders") to Lord
Abbott, and such certificates will be duly endorsed.
(b) Each Accepting Shareholder shall receive a certificate or
certificates representing the number of shares of Lord Abbott Common Stock for
which the shares of Datalink common stock shall have been exchanged.
(c) Lord Abbott shall deliver an officer's certificate, as
described in Section 6.10 hereof, dated the Closing Date, that all
representations, warranties, covenants and conditions set forth in this
Agreement on behalf of Lord Abbott are true and correct as of, or have been
fully performed and complied with by, the Closing Date.
(d) Lord Abbott shall deliver a signed Consent and/or Minutes of
the Directors of Lord Abbott approving this Agreement and each matter to be
approved by the Directors of Lord Abbott under this Agreement.
(e) Datalink shall deliver an officer's certificate, as described
in Section 5.7 hereof, dated the Closing Date, that all representations,
warranties, covenants and conditions set forth in this Agreement on behalf of
Datalink are true and correct as of, or have been fully performed and complied
with by, the Closing Date.
(f) Datalink shall deliver a signed Consent or Minutes of the
Directors of Datalink approving this Agreement and each matter to be approved
by the Directors of Datalink under this Agreement.
(g) Datalink shall deliver a signed agreement from the investors
in its Debenture and Warrants offering to convert the securities to comparable
securities in Lord Abbott.
ARTICLE 8
MISCELLANEOUS
8.1 CAPTIONS AND HEADINGS. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
8.2 NO ORAL CHANGE. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but it can be changed by
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
8.3 NON-WAIVER. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
8.4 TIME OF ESSENCE. Time is of the essence of this Agreement and of
each and every provision hereof.
8.5 ENTIRE AGREEMENT. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
8.6 NOTICES. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice
is to be given, or on the third day after mailing if mailed to the party to
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
Lord Abbott:
Datalink Systems Corporation
13215 Braun Road
Golden, Colorado 80401
with a copy to:
Jon D. Sawyer, Esq.
Jon D. Sawyer, P.C.
1401 Seventeenth Street, Suite 460
Denver, Colorado 80202
Datalink:
Datalink Communications Corporation
1590 - 1500 West Georgia Street
Vancouver, B.C., Canada V6G 2Z6
8.7 BINDING EFFECT. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
8.8 MUTUAL COOPERATION. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
8.9 BROKERS. The parties hereto represent and agree that no broker has
brought about the aforementioned Exchange Offer and no finder's fee has been
paid or is payable by any party, except for the debenture to be issued to
Westridge Capital, Limited. Each of the parties hereto shall indemnify and
hold the other harmless against any and all claims, losses, liabilities or
expenses which may be asserted against it as a result of its dealings,
arrangements or agreements with any broker or person, except as described in
this paragraph.
8.10 ANNOUNCEMENTS. Lord Abbott and Datalink will consult and
cooperate with each other as to the timing and content of any announcements of
the transactions contemplated hereby to the general public or to employees,
customers or suppliers.
8.11 EXPENSES. Lord Abbott and Datalink will pay their own legal,
accounting and any other out-of-pocket expenses reasonably incurred in
connection with this transaction, whether or not the transaction contemplated
hereby is consummated.
8.12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties, covenants and agreements of the parties set forth in this
Agreement or in any instrument, certificate, opinion, or other writing
providing for in it, shall survive the Closing irrespective of any
investigation made by or on behalf of any party.
8.13 EXHIBITS. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for hereinabove, including any
items referenced therein or required to be attached thereto. Any material
changes to the Exhibits shall be immediately disclosed to the other party.
AGREED TO AND ACCEPTED as of the date first above written.
DATALINK SYSTEMS CORPORATION
By /s/ Mark R. Moldenhauer
Mark R. Moldenhauer, President
DATALINK COMMUNICATIONS CORPORATION
By /s/ Nicholas Miller
Nicholas Miller, President
<PAGE>
EXHIBIT 2.4
OFFICERS AND DIRECTORS OF DATALINK
Nicholas Miller - President, Treasurer and Director
and Director
Rick Emery - Secretary and Director
<PAGE>
EXHIBIT 2.5
FINANCIAL STATEMENTS OF DATALINK
1. Draft of December 31, 1995, Audited Financial Statements delivered
separately.
2. Unaudited Financials as of May 31, 1996, attached.
<PAGE>
DATALINK SYSTEMS CORPORATION
CONSOLIDATED BALANCE SHEET
MAY 31, 1996
ASSETS 1996
CURRENT ASSETS
Cash $ 362,429
Accounts receivable 52,227
Prepaids 5,566
-----------
420,222
CAPITAL ASSETS
Fixed assets net of accumulated amortization 94,464
-----------
514,786
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 44,358
-----------
SHARE CAPITAL
Common Stock 1,399,079
DEFICIT (928,651)
-----------
$ 514,786
PREPARED BY MANAGEMENT
<PAGE>
DATALINK SYSTEMS CORPORATION
CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
FOR THE PERIOD JANUARY 1, 1996 TO MAY 31, 1996
REVENUE
Sales $ 32,265
Grant Revenue 7,917
-----------
40,182
COST OF SALES
Cost of Goods Sold 29,347
-----------
GROSS MARGIN 10,835
-----------
EXPENSES
Accounting and legal 18,826
Advertising 12,327
Amortization 8,000
Bank charges and interest 260
Consulting 171,333
Foreign exchange gain (1,319)
Marketing 4,920
Memberships, subscriptions and dues 1,278
Office 41,956
Rent and utilities 18,357
Salaries, wages and benefits 89,996
Telecommunications 20,752
Trade shows 370
Travel 30,101
-----------
417,557
LOSS FOR THE YEAR (406,722)
DEFICIT AT BEGINNING OF YEAR (521,929)
-----------
DEFICIT AT END OF YEAR (928,651)
PREPARED BY MANAGEMENT
<PAGE>
EXHIBIT 2.10
PATENTS, TRADE NAMES AND RIGHTS OF DATALINK
Datalink has applied to register in the United States as the trademark the
following: "QuoteXpress."
<PAGE>
EXHIBIT 2.18
MATERIAL CONTRACTS OF DATALINK
1. Employment Agreement with Anthony LaPine.
2. Letter of Intent with Rogers Cantel, Inc.
3. Office Lease for Vancouver office.
4. Employment Agreement with Nicholas Miller.
<PAGE>
EXHIBIT 3.4
DIRECTORS AND OFFICERS OF LORD ABBOTT
Mark R. Moldenhauer - President and Director
Jules Wurzel - Secretary, Treasurer and Director
Thomas Johnson - Director
<PAGE>
EXHIBIT 3.5
FINANCIAL STATEMENTS OF LORD ABBOTT
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Lord Abbott, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Lord Abbott, Inc. at March
31, 1996 and the related statements of changes in stockholders' equity,
operations and cash flows for the year ended March 31, 1996 and for the period
from inception (August 15, 1986) to March 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lord Abbott, Inc. at March
31, 1996 and the results of its operations and its cash flows for the year
ended March 31, 1996 and for the period from inception (August 15, 1986) to
March 31, 1996 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, the Company has minimal
capital resources presently available to meet obligations which normally can
be expected to be incurred by similar companies and has an accumulated deficit
of ($275,126) at March 31, 1996. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to this matter are discussed in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
By /s/ Davis & Co., CPAs, P.C.
Davis & Co., CPAs, P.C.
Certified Public Accountants
Englewood, Colorado
May 29, 1996 except for Note 6
which is dated May 31, 1996
F-1
<PAGE>
DORAN PECK, C.P.A., P.C.
2121 South Oneida Street, Suite 636
Denver, Colorado 80224
Bus. 303/758-1796 FAX 303/758-1825
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Lord Abbott, Inc.
(A Development Stage Company)
Golden, Colorado
We have audited the accompanying statements of operations, stockholders'
equity and cash flows of Lord Abbott, Inc. (A Development Stage Company) for
the year ended March 31, 1995 and for the period from inception (August 15,
1986) to March 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Lord
Abbott, Inc. (A Development Stage Company) for the year ended March 31, 1995
and for the period from inception (August 15, 1986) to March 31, 1995, in
conformity with generally accepted accounting principles.
By /s/ Doran Peck, C.P.A., P.C.
DORAN PECK, C.P.A., P.C.
Certified Public Accountants
May 12, 1995
F-2
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Balance Sheet
March 31, 1996
ASSETS
Current asset
Cash and cash equivalents $ 4,360
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable - trade $ 92
Accrued expense payable to officer 18,000
18,092
Contingency and commitment (Notes 2 and 6)
Stockholders' equity (deficit)
Preferred stock, $.10 par value per
share; 10,000,000 shares authorized
and no shares issued
Common stock, no par value per share;
700,000,000 shares authorized; 512,000,000
shares issued and outstanding at
March 31, 1996 261,394
Deficit accumulated during the development stage (275,126)
(13,732)
$ 4,360
The accompanying notes are an integral part of this statement.
F-3
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
For the Period From Inception (August 15, 1986) to March 31, 1989
And for the Years Ended March 31, 1990, 1991, 1992, 1993, 1994, 1995 and 1996
Deficit
accumulated Total
during de- stock-
Common stock velopment holders'
Shares Amount stage equity
(as restated)
Shares issued as of August 15, 1986
for cash of $.00224 per share to:
Officer and director 18,000,000 $ 134 $ $ 134
Related party 1,000,000 8 8
Other 1,000,000 8 8
Shares issued:
To an officer/director on 3/9/88
for cash of $.001 per share 200,000 200 200
Shares issued to an unrelated
party for cash of $.00333 per
share 1,800,000 6,000 6,000
Pursuant to a public offering
completed on 8/11/88 net of
offering costs of $55,006 30,000,000 244,994 244,994
Shares issued in exchange for a
rental contribution 50 50
Net loss for the period from
inception (August 15, 1986) to
March 31, 1989 (16,070) (16,070)
Balance at March 31, 1989 52,000,000 251,394 (16,070) 235,324
Net loss for the year ended
March 31, 1990 (117,129) (117,129)
Balance at March 31, 1990 52,000,000 251,394 (133,199) 118,195
Net loss for the year ended
March 31, 1991 (17,620) (17,620)
Balance at March 31, 1991 52,000,000 251,394 (150,819) 100,575
Net loss for the year ended
March 31, 1992 (20,720) (20,720)
Balance at March 31, 1992 52,000,000 251,394 (171,539) 79,855
Net loss for the year ended
March 31, 1993 (79,049) (79,049)
Balance at March 31, 1993 52,000,000 251,394 (250,588) 806
The accompanying notes are an integral part of this statement.
F-4
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit) (Continued)
For the Period From Inception (August 15, 1986) to March 31, 1989
And for the Years Ended March 31, 1990, 1991, 1992, 1993, 1994, 1995 and 1996
Deficit
accumulated Total
during de- stock-
Common stock velopment holders'
Shares Amount stage equity
(as restated)
Net loss for the year ended
March 31, 1994 (507) (507)
Balance at March 31, 1994 52,000,000 251,394 (251,095) 299
Shares issued to officer on
March 29, 1995 for cash of
$.0000217 per share 460,000,000 10,000 10,000
Net loss for the year ended
March 31, 1995 (1,407) (1,407)
Balance at March 31, 1995 512,000,000 261,394 (252,502) 8,892
Net loss for the year ended
March 31, 1996 (22,624) (22,624)
Balance at March 31, 1996 512,000,000 $ 261,394 $ (275,126)$ (13,732)
The accompanying notes are an integral part of this statement.
F-5
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Statement of Operations
For the period
from inception
For the year ended (August 15,
ended March 31, 1986) to
1996 1995 March 31, 1996
Interest income $ -- $ -- $ 28,868
Expenses
Consulting fees to officer 18,000 101,500
Bad debts 160,000
Fees and licenses 776 1,097 3,079
Travel and meals 8,611
Rent 2,250 14,183
Legal 676 6,460
Other general and
administrative 922 310 10,161
22,624 (1,407) 303,994
Net loss $ (22,624) $ (1,407) $ (275,126)
Weighted average number
of shares 512,000,000 55,780,822 93,974,958
Net loss per common share,
as retroactively adjusted
for forward split (Note 6) $ (--) $ (--) $ (.003)
The accompanying notes are an integral part of this statement.
F-6
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period
from inception
For the year ended (August 15,
ended March 31, 1986) to
1996 1995 March 31, 1996
Cash flow from operating
activities:
Net loss $(22,624) $ (1,407) $(275,126)
Noncash items included
in the net loss
Bad debts 160,000
Capital contribution in
exchange for rent 50
Changes in assets and
liabilities:
Increase (decrease)
in accounts payable - trade 17 (550) 92
Increase (decrease) in
accrued expenses to officer 18,000 18,000
Net cash (used) by
operating activities (4,607) (1,957) (96,984)
Cash flow from investing
activities:
(Issuance) collection of
notes receivable
Investment in unrelated
entity (160,000)
Net cash provided (used)
by investing activities (160,000)
Cash flow from financing
activities:
Proceeds from sale of common
stock 10,000 316,350
Costs related to public
offering (55,006)
Net cash provided by
financing activities 10,000 261,344
Increase (decrease) in cash (4,607) (8,043) 4,360
Cash, beginning of period 8,967 924
Cash, end of period $ 4,360 $ 8,967 $ 4,360
The accompanying notes are an integral part of this statement.
F-7
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies are as follows:
a. ORGANIZATION
Lord Abbott, Inc. (the "Company") was incorporated as Februum, Inc. under the
laws of the State of Colorado on August 15, 1986. On March 21, 1988, the
Company amended its Articles of Incorporation to change its name to Lord
Abbott, Inc. The Company is in the development stage as more fully defined in
Statement No. 7 of the Financial Accounting Standards Board. Planned
principal operations of the Company have not yet commenced, and activities to
date have been limited to its formation, obtaining initial capitalization, the
completion of a public offering of its common stock, and limited investments
and loans. Prior to the completion of the Company's public offering, the
activity of the Company was limited to its formation and the issuance of
22,000,000 shares of its common stock. The Company intends to seek,
investigate and, if such investigation warrants, acquire an interest in
business opportunities presented to it by persons who or firms which desire to
employ the Company's funds in their business or seek the perceived advantages
of a publicly held corporation.
b. CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, cash and cash equivalents consist
of demand deposits in banks. Cash equivalents are carried at cost which
approximates market.
c. INCOME TAXES
The Company has made no provision for income taxes because of financial
statement and tax losses since its inception. As of March 31, 1996, the
Company has net operating loss carryforwards available for income tax purposes
as follows:
Fiscal Year
of Expiration Amount
2004 $ 16,100
2005 117,100
2006 17,600
2007 20,700
2008 79,000
2009 500
2010 1,400
2011 4,700
$257,100
F-8
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Notes to Financial Statements
d. NET LOSS PER COMMON SHARE
The net loss per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding. For purposes of
computing the weighted average number of shares, all stock issued prior to the
public offering is considered to be "cheap stock" as defined in SEC Staff
Accounting Bulletin 4D and is therefore counted as outstanding for the entire
period.
e. ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
f. RECLASSIFICATIONS
Certain reclassifications have been made to the March 31, 1995 financial
statements to conform to the March 31, 1996 presentation.
NOTE 2: GOING CONCERN CONTINGENCY
The Company has minimal capital resources presently available to meet
obligations which normally can be expected to be incurred by similar
companies, and has an accumulated deficit of $(275,126) at March 31, 1996.
These factors raise substantial doubt about the Company's ability to continue
as a going concern. In order to begin any significant operations, the Company
will have to pursue other sources of capital, such as additional equity
financing or debt financing. There is no assurance that the Company will be
able to obtain such financing. The financial statements, herein, do not
include any adjustments that might result from the outcome of this
uncertainty.
NOTE 3: PREFERRED STOCK
The Company is authorized to issue 10,000,000 shares of preferred stock with a
$.10 par value. The preferred stock may be issued by the Board of Directors
in one or more series. The Board shall determine the distinguishing features
of each, including preferences, rights and restrictions, by resolution upon
the establishment of such series.
NOTE 4: COMMON STOCK
a. COMPLETION OF PUBLIC OFFERING
On August 11, 1988, the Company completed a public offering of its common
stock. A total of 30,000 units were sold at $10 per unit resulting in net
offering proceeds of $244,994 after deducting offering costs of $55,006.
F-9
<PAGE>
LORD ABBOTT, INC.
(A Development Stage Company)
Notes to Financial Statements
b. INCENTIVE STOCK OPTION PLAN
On August 15, 1986, the Company's Board of Directors authorized an Incentive
Stock Option Plan and have reserved 10,000,000 shares of the Company's no par
common stock for key employees. The Board of Directors is authorized to
determine the exercise price, the time period, the number of shares subject to
the option and the identity of those receiving the options. No stock options
have been granted pursuant to the plan.
NOTE 5: RELATED PARTY TRANSACTIONS
The Company entered into an oral agreement with the President of the Company
committing to use office space provided by its President on a rent-free basis
as needed.
During the year ended March 31, 1996, and in certain periods prior to March
31, 1994, the Company's President received a consulting fee of $1,500 per
month.
On March 29, 1995 the Company's Board of Directors authorized the sale of
460,000,000 restricted shares of common stock to the Company's president for
$10,000 cash. This action was taken in order to provide the Company with
limited funds in order to seek out a business transaction. The Company's
president agreed to sell the shares back to the Company for $10,000 cash if
the Company successfully completed a merger or acquisition by March 31, 1996.
NOTE 6: SUBSEQUENT EVENT - COMMITMENT
On May 31, 1996 the Company signed a Letter of Intent to acquire all of the
issued and outstanding shares of Datalink Systems Corporation (Datalink).
Datalink is a private wireless information services company based in Los
Gatos, California. In conjunction with this possible acquisition the Company
has called a shareholders meeting on June 14, 1996 to approve a name change to
Datalink Communications, Inc., a 300 for one reverse stock split and the
reincorporation of the Company to the state of Nevada.
F-10
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EXHIBIT 3.18
MATERIAL CONTRACTS OF LORD ABBOTT
None.
