SECURITIES AND EXCHANGE COMMISSION
<P>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
<P>
INCUBATE THIS! INC.
(f/k/a PETHEALTH SYSTEMS, INC.)
COMMON STOCK
<P>
452938-10-3
(CUSIP NUMBER)
<P>
4400 ROUTE 9, 2ND FLO0R
FREEHOLD, NJ 07728
(732) 409-1212
<P>
FEBRUARY 12, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
<P>
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), (f) or (g), check the following box / /.
<P>
(1) Names of Reporting Persons. S.S. or I.R.S.
Identification Nos. of Above Persons (entities only):
<P>
SHARONE PERLSTEIN-354-74-3959
<P>
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
<P>
(3) SEC Use Only
<P>
(4) Source of Funds (See Instructions): PF
<P>
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
<P>
(6) Citizenship or Place of Organization: United States
of America
<P>
Number of Shares Beneficially Owned by Each Reporting Person
With
<P>
(7) Sole Voting Power: 4,000,000
<P>
(8) Shared Voting Power: 0
<P>
(9) Sole Dispositive Power: 4,000,000
<P>
(10) Shared Dispositive Power: 0
<P>
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 4,000,000
<P>
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
<P>
(13) Percent of Class Represented by Amount in Row (11):
99.7%
<P>
(14) Type of Reporting Person: IN
<P>
ITEM 1. SECURITY AND ISSUER.
<P>
Incubate This! Inc. (f/k/a PetHealth Systems, Inc.)
Common Stock, no par value.
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
<P>
ITEM 2. IDENTITY AND BACKGROUND.
<P>
(a) Name: Sharone Perlstein
<P>
(b) Address:300 E. 34th Street, Apt. 22D
New York, NY 10016
<P>
(c) Venture Capitalist
None.
<P>
None.
<P>
Citizenship. United States
<P>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
<P>
The Reporting Person, Sharone Perlstein, acquired the shares
of Issuer pursuant to a Regulation D Rule 506 Term Sheet by
subscribing to 4,000,000 shares any paying the sum of
$400,000 from his personal funds.
<P>
ITEM 4. PURPOSE OF TRANSACTION.
<P>
The acquisition by the Reporting Person is part of a change
in control of the Issuer by the Reporting Person in
accordance with a Regulation D Rule 506 Term Sheet executed
by the Issuer and the Reporting Person. Common stock is
the only outstanding class of shares of the Issuer. It is
the intention of the Reporting Person to acquire one or more
operating businesses to be merged into the Issuer in
exchange for issuance of the Issuer's common shares to the
shareholders of such operating businesses. There can be no
assurance, however, that such acquisitions will occur. The
Reporting Person, as the majority shareholder of the Issuer,
elected Sharone Perlstein, as the sole Officer and Director
of the Issuer to replace all previous Officers and Directors
of the Issuer who resigned. No payments were made or agreed
to be made for such change in control of the Board of
Directors.
<P>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
<P>
Sharone Perlstein acquired 4,000,000 of the issued and
outstanding common shares of the Issuer. After Mr.
Perlstein's acquisition, such amount represented
approximately 99.7% of the total issued and outstanding
common shares of the Issuer.
<P>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
<P>
Other than as described in this Schedule D, the Reporting
Person has no contracts, arrangements, understandings or
relationships with any other person with respect to any
securities of the Issuer.
<P>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<P>
Regulation D Rule 506 Term Sheet of PetHealth Systems,
Inc., executed by Sharone Perlstein.
<P>
SIGNATURE
<P>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
<P>
Date: April 26, 2000 Signature: /s/ Sharone Perlstein
-----------------------
SHARONE PERLSTEIN
<P>
PETHEALTH SYSTEMS, INC.
-----------------------
<P>
CONFIDENTIAL TERM SHEET- DATED FEBRUARY 8, 2000
<P>
OFFERING TO INVESTORS PURSUANT TO RULE 506
<P>
Issuer: PETHEALTH SYSTEMS, INC.(the "Company" or "Pet
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Health"), a Colorado Corporation (hereinafter the "Company")
was incorporated in December, 1981 under the name Triangle,
Inc. It was initially organized for the purpose of
evaluating, structuring and completing a merger with or
acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships.
<P>
Business of
the Company: Pet Health operates as an investment company
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targeting high technology companies. Commonly referred by
the market as an Internet Incubator, Pet Health primarily
invests in 'first mover' Internet companies that are private
and publicly held, entering the commercial stage of
development, and which are domiciled typically in regions of
North America, Europe, Israel, and Asia.
<P>
The Company's objective will be to achieve long-term capital
appreciation, rather than current income, from its
investments. The Company plans to invest a substantial
portion of its assets in private development stage or
start-up companies and in the development of new
technologies within the Internet and telecommunications
sectors.
<P>
The incubator goal of Pet Health is to enable its investees
to rapidly commercialize their new technologies, services,
and other products into the emerging target markets they
participate. The Company offers not just 'seed' monies, but
active 'hands on' assistance through its incubator
technology campus concept, if needed and requested by the
investee. The strategy behind the campus/incubator concept
is to provide investees with a more expeditious and cost
effective manner by which to develop and deliver products to
market.
<P>
The Company intends to primarily invest in select Internet
companies that exhibit 'first mover' qualities and which
have the depth of management and new products and services
needed to potentially succeed. The Company plans to take
minority equity ownership interest positions in the
identified companies. However, the Company may initially
own 100 percent of the securities of a start-up investee
company for a period of time and may control such company
for a substantial period. The private businesses Pet
Health Systems, Inc. intends to invest in tend to be thinly
capitalized, unproven, small companies that have not
attained profitability or have no history of operations.
<P>
Pet Health may also invest, to the extent permitted under
securities laws, in publicly traded securities, including
high risk securities. The Company may participate in
providing venture capital to more mature operating companies
as well. As a technology company and investor, the Company
may provide certain managerial and technical guidance if
needed by the investee, including but not limited to,
recruiting management, formulating operating strategies,
product development, marketing and advertising, assisting in
financial plans, and may assist in raising additional
capital for such companies from other potential investors.
Pet Health may derive income or other compensation from such
companies for the performance of any of the above services.
<P>
The Company intends to invest in companies that offer the
potential for significantly higher returns. These types of
investments involve a significantly greater degree of risk
than other traditional investments. There is no assurance
that the Company's investment objectives will be achieved
nor its strategies successful.
<P>
The Company intends to build its incubator division around a
planned Internet technology campus facility to be located in
Israel. The facility will be designed to maximize the
potential of its partner companies by providing a broad
range of support including technology, managerial, and other
critical guidance. The Company intends to maintain on staff
several computer programmers with a high level of expertise
in C++, HTML, Unix, Java, Flash, and other computer
languages/applications.
<P>
Management: RICHARD I. ANSLOW. President, Secretary and
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Director, age 39, is an attorney admitted to practice law in
New York, New Jersey and the District of Columbia. Mr.
Anslow graduated from the Benjamin N. Cardozo School of Law
(Yeshiva University) and received a Juris Doctor Degree in
1985. He received a Bachelor of Science Degree in Business
Administration from the State University of New York at
Buffalo in 1982. He started his career as a tax attorney
with the accounting firm of Ernst & Young (formerly known as
Arthur Young & Co.). Thereafter, he worked for several law
firms in New York City and New Jersey. He started his own
legal practice in 1993. Mr. Anslow intends to resign his
position as an officer and director of the Company in the
next quarter but will remain as legal counsel for the
Company. Prior to resigning, Mr. Anslow shall be replaced
by qualified individual(s) with experience in the areas that
the Company's business entails.
<P>
Placement Agent: Corporate Stock Transfer & Trust Co. is
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presently the transfer agent for the Company's shares.
<P>
Securities Offered: 4,000,000 Shares of Common Stock,
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$.0001 par value per share at $0.10 per Share or an
aggregate of $400,000. Shares are being offered on a "best
efforts" basis. The minimum investment is $10,000.00. All
funds received shall be available for immediate use by the
Company. The Termination Date for the offering is February
15, 2000. The Company reserves the right to extend the
Termination Date of this offering for a maximum of sixty
days from the Termination Date, or such later date in its
sole discretion, or to undertake separate additional
offerings, provided that no such actions shall affect the
Company's right to rely on Rule 506 of the Act with respect
to the conduct of its offering.
<P>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
ANY FEDERAL OR STATE SECURITIES AGENCY NOR HAS ANY AGENCY
REVIEWED OR PASSED UPON THE ACCURACY OF THIS TERM SHEET.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
ACCORDINGLY INVESTORS MUST RELY UPON THEIR OWN EXAMINATION
OF THIS TERM SHEET AND THE COMPANY IN MAKING AN INVESTMENT
DECISION.
<P>
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK
AND SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD
THE LOSS OF THEIR ENTIRE INVESTMENT.
<P>
Subscription
Period: The shares will be offered during the
- ------------
Subscription Period, which shall mean the period ending on
February 15, 2000. The Subscription Period may be extended
in the sole discretion of the Company without notice to
subscribers for an additional sixty (60) day period.
<P>
Subscription: All checks for the purchase of the Shares
- --------------
shall be made payable to "PETHEALTH SYSTEMS, INC." or wire
transferred to the attorney trust account of Richard I.
Anslow & Associates, located at First Union Bank, NA,
Freehold, New Jersey. The proceeds from the sale of the
Shares, less legal fees and other expenses, will be released
to the Company upon clearance of such funds and acceptance
of subscriptions by the Company. This offering is being
sold on a "best efforts" basis. There is no minimum amount
which must be raised in order for funds to be released to
the Company. The Company has the right, in its sole
discretion, to reject any subscriptions.
<P>
Use of Proceeds: The net proceeds from the sale of the
- ----------------
Shares will be utilized primarily for working capital and
any other corporate purpose, including, legal and other fees
related to the Offering.
<P>
Commissions: The Company will not pay any commissions to
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its Officers and Directors on the sale of the Shares.
<P>
Substantial Risk:An investment in the Company is subject to
substantial risks and is extremely speculative. An
investment should only be considered by an investor who can
afford to lose its entire investment.
<P>
Risk Factor: The undersigned acknowledges that the
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securities offered hereby represent an extremely speculative
investment and an extremely high degree of risk. The
undersigned acknowledges that the Company: (i) requires
additional funding in order to continue to operate its
business, which funding, if obtained, will dilute purchasers
in the Offering;(ii) has a limited operating history upon
which an investor can evaluate an investment in this
Company; (iii) the Offering herein is being made on a "best
efforts", no minimum basis. The funds available to the
Company from the proceeds of this offering will be reduced
to the extent that less than all the securities offered
hereby are sold. Once a subscription has been accepted,
subscribers funds will be non-refundable and will be
immediately available for use by the Company regardless of
the aggregate number of securities sold hereunder; and (iv)
will face extreme competition from entities which possess
substantially greater financial and other resources than the
Company. In addition, investors should be aware that there
is no market for the Shares and, accordingly, investors may
not be able to sell any Shares purchased. As a result of
such risks, the loss of the undersigned's entire investment
is possible. In addition, as set forth below in
"Restriction on Transfer" such Shares shall be restricted
for a one (1) year period from the date of purchase by the
subscriber.
<P>
Restriction
on Transfer: The Subscriber acknowledges that the Shares
- ------------
must be held in accordance with the provision of Rule 144
promulgated under the Act which permit limited resale of
shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other
things, the existence of a public market for the shares, the
availability of certain current public information about the
issuer, the resale occurring not less than one year after a
party has purchased and paid for the security to be sold,
the resale being effected through a "brokers' transaction"
or in transactions directly with a "market maker" and a
limitation of the number of shares that the holder can sell
during any three-month period.
<P>
Independent
Verification: The subscriber will be required to
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acknowledge that the subscriber has conducted its own
investigation into the business of the Company as well as
the Company's future proposed plans without the Company
furnishing to such subscriber any prospectus, offering
memorandum or written description of the Company, its plans
and/or its future plans other than this Term Sheet.
Subscribers should verify directly with the Company any
information which subscribers intend to rely on in making an
investment in the Company.
<P>
Capital Structure: Upon the consummation of the Sale of the
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Shares described in this Term Sheet, the Company will have
4,011,527 common shares outstanding. Accordingly, the
Shares sold in the Offering will represent approximately
99.71% of the Company's issued and outstanding shares of
common stock. The Company anticipates that it will require
significant additional funding which, if obtained, will
result in substantial dilution to investors in this
Offering.
<P>
Additional
Information: All potential subscribers should contact
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Pethealth Systems, Inc. for further information regarding
the Company.
<P>
Exhibits: The following exhibits are included in this Term
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Sheet:
Exhibit A: Subscription Agreement.
Exhibit B: Confidential Purchaser Questionnaire.
<P>
Jurisdictional Notices
----------------------
<P>
FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED
----------------------------
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER SAID LAWS AND SUCH LAWS PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
<P>
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY
OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
<P>
INVESTORS MAY MAKE AN INDEPENDENT EXAMINATION OF ALL
BOOKS, RECORDS AND OTHER DOCUMENTS OF THE COMPANY TO THE
EXTENT AN INVESTOR DEEMS IT NECESSARY, AND SHOULD NOT RELY
ON THE COMPANY OR ANY OF THE COMPANY'S EMPLOYEES OR AGENTS
WITH RESPECT TO JUDGEMENTS RELATING TO AN INVESTMENT IN THE
COMPANY. ANY OTHER DOCUMENTS OR INFORMATION CONCERNING THE
COMPANY WHICH A PROSPECTIVE INVESTOR REASONABLY REQUESTS TO
INSPECT OR HAVE DISCLOSED TO HIM WILL BE MADE AVAILABLE OR
DISCLOSED SUBJECT TO RECEIPT OF REASONABLE ASSURANCE THAT
SUCH MATTERS WILL BE MAINTAINED IN CONFIDENCE.
<P>
----------------------
<P>
SUBSCRIPTION DOCUMENTS
<P>
----------------------
<P>
PETHEALTH SYSTEMS, INC.
(A Colorado Corporation)
<P>
Each subscriber must complete and sign the Subscription
Documents in accordance with the following instructions.
Subscribers must meet certain requirements in order for
PetHealth Systems, Inc., a Colorado corporation (the
"Company"), to comply with the offering exemptions from
registration and qualification under the Securities Act of
1933, as amended, and applicable state securities laws. The
Company will be relying on the accuracy and completeness of
information provided in the Subscription Documents to
establish the qualifications of prospective investors and
the Company's legal right to sell these securities. Answers
will at all times be kept strictly confidential, unless
necessary to establish the legality of a prospective
investor's participation in the offering. The Company
should be contacted immediately if there is any change in
the information the prospective investor has provided.
<P>
INSTRUCTIONS
------------
<P>
1. Complete and sign
<P>
(a) The SUBSCRIPTION AGREEMENT and
(b) the CONFIDENTIAL PURCHASER QUESTIONNAIRE, which
are attached hereto.
<P>
2. Return all documents, together with a check payable to
"PetHealth Systems, Inc." or a wire transfer to the Richard
I. Anslow Attorney Trust Account (please request wire
instructions, if required) in the amount indicated in
Paragraph 1 of the Subscription Agreement for the number of
Shares subscribed for to:
<P>
PETHEALTH SYSTEMS, INC.
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
Attn: Richard I. Anslow, Esq.
<P>
3. The following sets forth the number of signatures
required for different forms of ownership:
<P>
Individual: One signature required
<P>
Joint Tenants with
Right of Survivorship: Both parties must sign.
<P>
Tenants in Common: All parties must sign.
<P>
Community Property: One signature required if
security will be held in one
name, i.e., managing spouse; two
signatures required if security
will be held in both names.
<P>
Corporation: Signature of authorized officer
or officers required.
<P>
Partnership: Signature of general partner
required; additional signatures
only if required by partnership
agreement.
<P>
Trust: Trustee's signature must indicate
"Trustee for the Trust."
<P>
Other Entities: As required by the applicable
document.
<P>
------------------------
SUBSCRIPTION AGREEMENT
------------------------
<P>
PETHEALTH SYSTEMS, INC.
(A Colorado Corporation)
<P>
THE SHARES OF COMMON STOCK OFFERED HEREBY HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN
RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION PROVIDED
IN THE ACT, NOR HAVE SUCH SECURITIES BEEN REGISTERED OR
QUALIFIED UNDER ANY STATE'S SECURITIES LAWS. ACCORDINGLY,
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE
SHARES OF THIS COMPANY UNLESS SUCH SECURITIES ARE
SUBSEQUENTLY REGISTERED OR QUALIFIED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR EXEMPTIONS THEREFROM ARE
AVAILABLE.
<P>
(Please complete all blanks before execution)
<P>
Date: , 2000
<P>
This Subscription Agreement is entered into by and between
(the "Subscriber") and PETHEALTH SYSTEMS,
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INC., a Colorado corporation (the "Company"), as of the date
it is accepted below by the Company.
<P>
The Company is offering (the "Offering") for sale
pursuant to Section Regulation D Rule 506 of the Securities
Act of 1933, as amended (the "Act"), 4,000,000 Shares of
Common Stock, $.0001 par value per share. The Shares are
being offered at a purchase price of $0.10 per share or an
aggregate of $400,000. Shares are being offered on a "best
efforts" basis. The minimum investment is $10,000.00.
Subject to the Company's right to terminate the Offering at
any time or the sale of all the Shares offered hereby, this
Offering will terminate on February 15, 2000, unless
extended by the Company, in its sole discretion, for up to
an additional sixty (60) days.
<P>
1. Subscription. The Subscriber hereby subscribes to
-------------
purchase Shares at an offering price of
--------------------
$0.10 per Share being offered by the Company in this
Offering. Attached or enclosed is (i) the Subscriber's
check in the amount of $ payable to
---------------
"PETHEALTH SYSTEMS, INC." in full payment for the Shares
subscribed for purchase or a wire transfer for such amount
has been sent to the Richard I, Anslow Attorney Trust
Account, and (ii) a completed and duly executed Confidential
Purchaser Questionnaire, a copy of which is attached hereto
as Exhibit A.
<P>
The Subscriber understands that there is no minimum
number of Shares that must be sold in this Offering in order
for the Company to use the proceeds raised herein; and all
proceeds received by the Company from the sale of the Shares
will be made available immediately to the Company for its
use. As set forth in the Company's Confidential Term Sheet
dated February 8, 2000 (the "Memorandum"), substantially all
of the funds received from the sale of the Shares will be
used for working capital and any other corporate purposes.
<P>
2. Acceptance. Acceptance by the Company shall be
-----------
evidenced by its delivery to Subscriber of a fully-executed
Subscription Agreement. Execution of this Agreement by the
Subscriber does not require the Company to accept any
subscription and this Agreement shall not be binding unless
and until accepted in writing by the Company.
<P>
3. Subscriber's Representations. The Company is
-----------------------------
offering and shall issue the Shares subscribed for in this
Agreement without registering them pursuant to the
Securities Act of 1933, as amended (the "Act") and in
particular Rule 506 of the Act. The Company is doing so in
reliance upon, among other things, the Subscriber's
following representations:
<P>
(a) Accuracy of Information and Subscriber's
----------------------------------------
Representation. The Subscriber's
---------------
representations in this Agreement and the information
contained in the subscriber's Confidential Purchaser
Questionnaire are complete and accurate to the best of the
Subscriber's knowledge, and the Company may rely upon them.
The Subscriber will notify the Company immediately if any
material change occurs in any of this information before the
sale of the Shares.
<P>
(b) Access to Data. The Subscriber has reviewed among
---------------
other documents the Company's Confidential Term Sheet dated
February 8, 2000 and all exhibits attached thereto
(collectively, the "Memorandum"). The Subscriber
understands that an investment in the Company involves
significant risks, including those set forth under the
caption entitled "Risk Factors" in the Memorandum. The
Subscriber hereby acknowledges it has been furnished all
materials relating to the Company, their respective business
and financial condition, the Offering and any other matter
set forth in the Memorandum that it has requested and has
been afforded the opportunity to ask questions and receive
answers concerning the terms and conditions of the Offering
and to obtain any additional information that the Company
possesses or can acquire without unreasonable effort or
expense that is necessary to verify the accuracy of the
information set forth in the Memorandum. No oral
representations have been made or oral information furnished
to the Subscriber in connection with the Offering that were
in any way inconsistent with the Memorandum.
<P>
(c) Investment. The Subscriber is acquiring the
-----------
Securities for investment for the Subscriber's own account,
not as a nominee or agent, and not with a view to, or for
resale in connection with, any distribution thereof. The
Subscriber understands that, by reason of a specific
exemption from the registration provision of the Act, the
Securities have not been, and (except as provided in Section
4 below) will not be, registered under the Act, and that the
availability of such exemption depends upon, among other
things, the bona fide nature of the investment intent and
the accuracy of the Subscriber's representations as
expressed herein.
<P>
(d) Nature of Transaction. The Subscriber
----------------------
understands and acknowledges that the Company has not had
any operations to date and will not have any operations
until after the Offering is finalized.
<P>
(e) Restriction on Transfer. The Subscriber
------------------------
acknowledges that the Shares must be held in accordance with
the provision of Rule 144 promulgated under the Act which
permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions,
including, among other things, the existence of a public
market for the shares, the availability of certain current
public information about the issuer, the resale occurring
not less than one year after a party has purchased and paid
for the security to be sold, the resale being effected
through a "brokers' transaction" or in transactions directly
with a "market maker" and a limitation of the number of
shares that the holder can sell during any three-month
period.
<P>
(f) Authorization. This Agreement when fully
--------------
executed and delivered by the Company will constitute a
valid and legally binding obligation of the Subscriber,
enforceable in accordance with its terms. The purchase of
the Shares by the Subscriber, if it is an entity investor,
is a permissible investment in accordance with the
Subscriber's Articles of Incorporation, By-Laws, partnership
agreement, declaration of trust or other similar charter
document, and has been duly approved by all requisite action
by the entity's owners, directors, officers or other
authorized managers. The person signing this document and
all documents necessary to consummate the purchase of the
Shares has all requisite authority to sign such documents on
behalf of the Subscriber, if it is an entity investor.
<P>
(g) No Duplication. The Subscriber has not duplicated
---------------
or distributed the Memorandum to anyone other than his or
her Purchaser Representative or other personal advisors, and
will not do so in the future.
<P>
(h) No Advertising or General Solicitation. The
---------------------------------------
Shares offered hereby were not offered to the Subscriber by
way of general solicitation or general advertising and at no
time was the Subscriber presented with or solicited by means
of any leaflet, public promotional meeting, circular,
newspaper or magazine article, radio or television
advertisement.
<P>
(i) Investment Sophistication. The Subscriber has
--------------------------
such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
the proposed investment.
<P>
(j) Adequate Financial Means. The subscriber has
-------------------------
adequate means of providing for his current needs and
possible personal contingencies and he is able to bear the
economic risks of the investment (i.e., he can afford a
complete loss).
<P>
(k) No Trading Market. The Subscriber acknowledges
------------------
that there is not and never has been a trading market in the
Company's Common Stock and after completion of this Offering
there can be no assurance that a trading market will develop
or if it ever does develop, of which there is no assurance,
that it will be active or maintained, and, thus, the
Subscriber may not be able to readily, if ever, liquidate
his investment.
<P>
4. Indemnification under this Agreement. The
-------------------------------------
Subscriber shall indemnify and hold harmless the Company and
each of its affiliates from and against all losses, damages
and liabilities (including, but not limited to, court costs
and reasonable attorneys' fees) arising or resulting from,
or attributable to, any breach of the representations and
warranties set forth in Section 3 of this Subscription
Agreement, or in any other document furnished by the
Subscriber to any of the foregoing parties, or the fact that
any of the representations, acknowledgments or
understandings set forth in Paragraph 3 are untrue or
without adequate factual basis to be considered true and not
misleading.
<P>
5. No Transfer and Subsequent Disposition. The
---------------------------------------
Subscriber hereby agrees that he will not sell, transfer or
otherwise dispose of the shares of Common Stock included
therein unless, in the opinion of counsel to the Company,
such sale, transfer or disposition may be legally made
without (i) registration under the Act, and/or (ii)
registration and/or qualification under then applicable
state and/or federal statutes, or such sale, transfer or
disposition shall have been so registered and/or qualified
and an appropriate prospectus shall then be in effect.
<P>
The shares of Common Stock included therein have not
been registered under the Act and are being sold in reliance
upon the exemption contained in Rule 506 of the Act. A
purchaser of the Securities will not be able to sell and/or
otherwise dispose of their Securities unless a registration
statement is in effect and/or an exemption from the
registration requirements of said act is available.
<P>
6. Power of Attorney of Spouse. If the Subscriber
----------------------------
is a married person and a resident of a community property
state, the Subscriber agrees to cause the Subscriber's
spouse to execute this Agreement at the space provided for
that spouse's signature immediately following the signature
of the Subscriber, and by such signature hereto said spouse
certifies that said spouse is the spouse of the person who
signed this Agreement, that said spouse has read and
approves the provisions hereof and hereby consents and
agrees to this Agreement and agrees to be bound by and
accepts such provisions of this Agreement in lieu of all
other interests said spouse may have in the Company, whether
such interest be community property or otherwise. Said
spouse grants to the Subscriber irrevocable power of
attorney to represent said spouse in all matters connected
with the Company to the end that, in all cases, the Company
may rely on any approval, direction, vote or action taken by
the Subscriber, as said spouse's attorney-in-fact. Such
power of attorney is, and shall be deemed to be, coupled
with an interest so that the authority granted hereby may
continue during the entire period of the Company and
regardless of the death or incapacity of the spouse granting
the same. Said spouse further agrees to execute,
acknowledge and deliver such other and further instruments
and documents as may be required to evidence such power of
attorney.
<P>
7. Entirety. The terms of this Agreement are
---------
intended by the parties as a final expression of their
agreement with respect to the terms included in this
Agreement and may not be contradicted by evidence of any
prior or contemporaneous agreement, arrangement,
understanding or negotiation (whether oral or written).
<P>
8. Waiver. No waiver or modification of any of
-------
the terms of this Agreement shall be valid unless in
writing. No waiver of a breach of, or default under, any
provision hereof shall be deemed a waiver of such provision
or of any subsequent breach or default of the same or
similar nature or of any other provision or condition of
this Agreement.
<P>
9. Counterparts. This Agreement may be executed in
-------------
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
<P>
10. Notices. Except as otherwise required in this
--------
Agreement, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit
with the United States Post Office, by registered or
certified mail, postage prepaid, addressed as follows:
<P>
To the Company: PetHealth Systems, Inc.
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
<P>
To the Subscriber: At the address set forth beneath
the Subscriber's signature
<P>
Any party may change his, her or its address for notice in
accordance with the provisions of this Paragraph
<P>
11. Non-Assignability. The obligations of the
------------------
Subscriber hereunder shall not be delegated or assigned to
any other party without the prior written consent of the
Company.
<P>
12. Expenses. Each party shall pay all of its
---------
costs and expenses that it incurs with respect to the
negotiation, execution and delivery of this Agreement.
<P>
13. Applicable Law. This Agreement shall be
---------------
construed and enforced pursuant to the laws of the State of
Colorado applicable to contracts to be performed entirely
therein, without reference to Colorado choice of law rules.
<P>
14. Form of Ownership. Please indicate the form of
------------------
ownership that the Subscriber desires for the Shares:
<P>
----- Individual
----- Joint Tenants with Right of Survivorship
----- Tenants in Common
----- Community Property
----- Trust
----- Corporation
----- Partnership
----- Other:
-------------------------------
<P>
15. Survival. All representations, warranties and
---------
covenants contained in this Subscription Agreement shall
survive the acceptance of the subscription. The subscriber
acknowledges and agrees that this Subscription Agreement
shall survive (i) changes in the transactions, documents and
instruments described in the Memorandum that are not
material, and (ii) the death or disability of the
Subscriber.
<P>
16. Gender, Number, Etc. Terms used herein in any
--------------------
number or gender include other numbers or genders, as the
context may require. If the Subscriber is an entity, all
references to "him" or "his" shall be deemed to include "it"
or "its."
<P>
INDIVIDUAL(S) SIGN HERE: SUBSCRIBER:
/s/ Sharone Perlstein
----------------------
(Signature)
Sharone Perlstein
----------------------
(Print name)
300 East 34th Street, Apt. 22D
-----------------------------
New York, NY 10016
-----------------------------
(Address)
<P>
Social Security # 354-743959
----------
<P>
Number of Shares Subscribed
for Purchase 4,000,000
---------------
<P>
SPOUSE OF SUBSCRIBER:
<P>
-----------------------------
(Signature)
ORGANIZATIONS SIGN HERE: SUBSCRIBER:
<P>
-----------------------------
(Print Name of Organization)
By:
--------------------------
(Signature)
<P>
-----------------------------
(Print Name and Title)
<P>
-----------------------------
<P>
-----------------------------
(Address)
<P>
Federal ID#
-----------------
<P>
Number of Shares Subscribed
for Purchase:
---------------
<P>
ACCEPTED:
PETHEALTH SYSTEMS, INC.
<P>
By: /s/ Richard I. Anslow
---------------------
President
<P>
Date: February 12, 2000
<P>
EXHIBIT A
------------------------------------
CONFIDENTIAL PURCHASER QUESTIONNAIRE
------------------------------------
<P>
PETHEALTH SYSTEMS, INC.
(A Colorado Corporation)
<P>
SPECIAL INSTRUCTIONS
- --------------------
<P>
You are being requested to answer questions in
connection with the proposed offer and sale (the
"Offering"), pursuant to Regulation D Rule 506 of the
Securities Act of 1933, as amended (the "Act"), 4,000,000
Shares of Common Stock, $.0001 par value per share. The
Shares are being offered at a purchase price of $0.10 per
share or an aggregate of $400,000.
<P>
In order to establish the availability under federal
and state securities laws of an exemption from registration
or qualification requirements for the proposed Offering, you
are required to represent and warrant, and by executing and
delivering this questionnaire will be deemed to have
represented and warranted, that the information stated
herein is true, accurate and complete to the best of your
knowledge and belief, and may be relied on by the Company.
Further, by executing and delivering this questionnaire you
agree to notify the Company and supply corrective
information promptly if, prior to the consummation of your
purchase of the Shares in this Offering, any such
information becomes inaccurate or incomplete. Your
execution of this questionnaire does not constitute any
indication of your intent to subscribe for the Shares
offered hereby.
<P>
NO OFFER OF THE SHARES WILL BE MADE UNLESS ACCOMPANIED
BY THE CONFIDENTIAL TERM SHEET DATED FEBRUARY 8, 2000 OF THE
COMPANY, TOGETHER WITH THE EXHIBITS AND SUPPLEMENTS THERETO,
IF ANY, DESCRIBING THE PROPOSED OFFERING.
<P>
A subscriber who is a natural person must complete each
--------------
Question except for 2,5 and 6.
<P>
A subscriber that is an entity other than a trust must
------
complete each Question except for 3 and 5.
------
<P>
A subscriber that is a trust must complete each
-----
Question except for 3.
------
<P>
GENERAL INFORMATION
1. All Subscribers
---------------
<P>
A. Name(s) of prospective investor(s):
Sharone Perlstein
<P>
B. Address: 300 East 34th Street, Apt. 22D
New York, NY 10016
Tel. No. (212) 725-2227
<P>
C. Address for communications (if different):
Tel. No.
<P>
2. Subscribers That Are Entities
-----------------------------
<P>
Type of entity:
<P>
---- Trust
---- Corporation
---- Partnership
---- Joint Subscribers (Other than husband
and wife)
---- Other:
------------------------------
<P>
A. State and date of legal formation:
<P>
B. Nature of business:
<P>
C. Was the entity organized for the specific purpose
of acquiring the securities in this offering?
<P>
Yes No
---- ----
<P>
D. Federal tax identification number:
<P>
3. Subscribers Who Are Individuals
--------------------------------
<P>
A. State where registered to vote: ---
<P>
B. Social Security Number: ###-##-####
-----------
<P>
C. Please state the subscriber's education and
degrees earned:
<TABLE>
<S> <C> <C>
Degree School Year
BA University of Illinois 1993
- ------ ---------------------- -----
Communications Champagne, Illinois
</TABLE>
<P>
D. Current occupation (if retired, describe last
occupation)
<P>
Employer: Self Employed
-------------
<P>
Nature of Business: Consultant
----------
<P>
Position:
<P>
Business Address: 300 East 34th Street,
Apt. 22D
New York, NY 10016
Tel. No. (212)725-2227
<P>
ACCREDITATION (for persons claiming to be accredited)
<P>
4. Does the subscriber satisfy one or more of the
following accredited investor requirements?
A. Institutional Test
<P>
(i) a bank as defined in Section 3(a)(2) or a savings
and loan association as defined in Section 3(a)(5)(A) of
the Securities Act of 1933 whether acting in its
individual or fiduciary capacity; (ii) any broker or
dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; (iii) an insurance company as
defined in Section 2(13) of the Securities Act of 1933;
(iv) an investment company registered under the Investment
Company Act of 1940 or a business development company as
defined in Section 2(a)(48) of that Act; (v) a Small
Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; (vi) an employee
benefit plan established and maintained by a state or any
of its political subdivisions or an agency of such state
or political subdivision, if such plan has total assets in
excess of $5,000,000; (vii) an employee benefit plan
within the meaning of Title I of the Employee Retirement
Income Security Act of 1974, where the investment decision
is made by a plan fiduciary, as defined in Section 3(21)
of such Act, that is either a bank, insurance company, or
registered investment adviser, or where the employee
benefit plan has total assets in excess of $5,000,000, or,
if a self-directed plan, investment decisions are made
solely by persons that are accredited investors and for
the benefit of such persons; (viii) a private business
------------------
development company as defined in Section 202(a)(22) of
- -------------------
the Investment Advisors Act of 1940; or (ix) a non-profit
------------
charitable organization described in Section 501(c)(3) of
- -----------------------
the Internal Revenue Code, corporation, Massachusetts or
-----------------------------
similar business trust or partnership not formed for the
- -------------------------------------
specific purpose of acquiring the securities offered, with
total assets in excess of $5,000,000?
<P>
Yes No
----- -----
<P>
If yes, please give the number of the category as listed
above within which the subscriber falls.
<P>
B. Individual $1,000,000 Net Worth Test
------------------------------------
<P>
Is the subscriber a natural person who, together with
spouse (if applicable), has a net worth in excess of
$1,000,000 (including home, home furnishings and
automobiles)?
<P>
Yes No X
----- ----
<P>
C. Individual $200,000 Income Test
-------------------------------
<P>
Is the subscriber a natural person who has income in
excess of $200,000 in each of the two preceding years and
reasonably expects to have income in excess of $200,000 in
the current year?
<P>
With spouse: Yes No X
----- -----
Without spouse: Yes No X
----- -----
<P>
D. Joint $300,000 Income Test
--------------------------
<P>
Is the subscriber a natural person who, together with his
or her spouse, has joint income in excess of $300,000 in
each of the two preceding years and reasonably expects to
have income in excess of $300,000 in the current year?
<P>
Yes No X
------ ------ <P>
E. Affiliation Test
----------------
<P>
Is the subscriber a director or executive officer of the
Company?
<P>
Yes No X
---- ----
<P>
5. Trusts
-------
<P>
Does the trust meet the following tests:
<P>
A. Has total assets in excess of $5,000,000?
Yes No
---- ----
<P>
B. Was formed for the purpose of an investment in
the securities in this Offering?
<P>
Yes No
---- ----
<P>
C. Has its purchases directed by a sophisticated
investor who, alone or with his or her purchaser
representative, understands the merits and risks of an
investment in the securities in this Offering?
<P>
Yes No
---- ----
<P>
6. Entities with All Accredited Owners
<P>
A subscriber may also be accredited if all its equity
---
owners are accredited under one or more of the
Accreditation Tests identified in Question 4. (The equity
owners of an investor are, for example, shareholders,
general partners and limited partners).
<P>
Therefore, if the subscriber is an entity that did not
answer yes to Question 4A above, please answer each of the
----
questions set forth below.
<P>
A. Are all of the equity owners of the entity
---
accredited investors under one or more of the
Accreditation Tests of Questions 4A, 4B, 4C, 4D or 4E?
<P>
Yes No
---- ----
B. If yes, please list below the name of each
equity owner and the category or categories
("Institutional Test," "$1,000,000 Net Worth Test,"
"$200,000 Income Test," "$300,000 Income Test" or
"Affiliation Test") under which the owner is an accredited
investor.
<P>
<TABLE>
<S> <C>
Name Category
1. ----------------------- ------------------------------
2. ----------------------- ------------------------------
3. ----------------------- ------------------------------
4. ----------------------- ------------------------------
5. ----------------------- ------------------------------
6. ----------------------- ------------------------------
</TABLE>
<P>
Use additional sheets, if necessary, to complete list.
<P>
REPRESENTATIONS
- ---------------
<P>
7. How often does the subscriber invest in securities?
<P>
Often Occasionally X Never
---- ----- -----
8. Please list below the subscriber's most recent
investments (up to three):
<P>
<TABLE>
<S> <C> <C>
Amount of
Name of Investment When Purchased Investment
------------------ --------------- ---------------
------------------ --------------- ---------------
------------------ --------------- ---------------
</TABLE>
<P>
9. Does the subscriber have such knowledge and experience
in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the
securities in this Offering?
<P>
Yes X No
---- ----
<P>
10. Does the subscriber by reason of its business or
financial experience have the capacity to protect its own
interests in connection with a purchase of the securities in
this Offering?
<P>
Yes X No
---- ----
<P>
11. Is the subscriber (or the trust beneficiary for which
it is the fiduciary) able to bear the economic risk of the
investment, including a complete loss of the investment?
<P>
Yes X No
---- ----
<P>
12. Does the subscriber have any other investments or
contingent liabilities that could cause the need for sudden
cash requirements in excess of cash readily available to the
subscriber?
<P>
Yes No X
---- ----
<P>
If yes, explain:
-------------------------------------
<P>
3. Does the subscriber have a net worth or joint net worth
with his or her spouse that is at least five times as great
as the purchase price of the securities subscribed for
purchase?
<P>
Yes X No
---- -----
<P>
14. Has the subscriber ever been subject to bankruptcy,
reorganization or debt restructuring?
<P>
Yes No X
---- -----
<P>
If yes, provide details:
----------------------------------
<P>
15. Is the subscriber involved in any litigation that, if
an adverse decision occurred, would adversely affect the
subscriber's financial condition?
<P>
Yes No X
---- -----
<P>
If yes, provide details:
----------------------------------
<P>
16. Does the subscriber confirm that neither it nor the
subscriber's broker became aware of or was introduced to the
Company by means of any advertisement or general
solicitation?
<P>
Yes X No
----- -----
<P>
17. Does the subscriber confirm that the foregoing
statements are complete and accurate to the best of its
knowledge and belief, and that it undertakes to notify the
Company regarding any material change?
<P>
Yes X No
----- -----
<P>
INDIVIDUAL(S) SIGN HERE: SUBSCRIBER:
<P>
/s/ Sharone Perlstein
----------------------
(Signature)
<P>
Sharone Perlstein
----------------------
(Print name)
<P>
300 East 34th Street
Apt. 22D
New York, NY 10016
-----------------------
(Address)
<P>
Social Security # ###-##-####
-----------
<P>
Number of Shares Subscribed
for Purchase 4,000,000
-----------
<P>
ORGANIZATIONS SIGN HERE: SUBSCRIBER:
-----------------------------
(Print Name of Organization)
<P>
By:
--------------------------
(Signature)
<P>
----------------------------
(Print Name and Title)
<P>
----------------------------
(Address)
<P>
Federal ID#
-----------------
<P>
Number of Shares Subscribed
for Purchase:
---------------
<P>
