PAGE
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): August 26, 1996
VERSUS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17500 22-2283745
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
2320 W. Aero Park Ct., Traverse City, Michigan 49686
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 946-5868
(Former name or former address, if changed since last report.)
N/A
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Item 2. Acquisition or Disposition of Assets.
On August 26, 1996, a wholly-owned subsidiary of the Registrant
was merged into Olmsted Engineering Co., a Michigan Corporation
("Olmsted"). The corporation resulting from the merger will
continue to do business under the name Olmsted Engineering Co.
The Registrant will issue to shareholders of Olmsted in exchange
for their shares a net consideration of 6,000,000 shares of the
Registrant's Common Stock.
Olmsted is in the business of developing and marketing various
software products used mainly in the mold, die and patternmaking
industries. Prior to the merger, Gary T. Gaisser, the President
of the Registrant, owned a majority of all classes of stock of
Olmsted. Olmsted has served as a research and development
consultant to the Registrant since 1993 and leases office space
to the Registrant on a temporary basis. The Registrant intends
that the Corporation resulting from the merger continue the
business of Olmsted.
The occurrence of the merger was conditioned, inter alia, on the
Registrant's raising at least $4,500,000 net of commissions
through a private placement of its common stock. As of the date
of the merger, the Registrant closed the sale of 11,335,000
shares of common stock in a private offering to accredited
investors at a price of $0.50 per share. Proceeds to the
Registrant net of commissions and expenses amounted to
approximately $5,200,000. Upon conclusion of the private
placement and the merger, 30,245,697 shares of the Registrant's
common stock were outstanding and 6,000,000 additional shares
were issuable in connection with the merger (subject to the
exercise, if any, of dissenters' rights of Olmsted shareholders),
for a total of 36,245,697 shares of common stock currently
outstanding or issuable in connection with the merger.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Olmsted
Information is not available at this time, but will be
filed by way of amendment as soon as practicable.
(b) Pro Forma Financial Information
Information is not available at this time, but will be
filed by way of amendment as soon as practicable.
(c) Exhibits
The following documents are filed as part of this report:
(2) Agreement and Plan of Merger, dated as of June 18,
1996, among the Registrant, Interact Incorporated and
Olmsted.
(99) Press Release, dated August 27, 1996, regarding the
merger and the private placement.
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 hereby duly authorized.
VERSUS TECHNOLOGY, INC.
GARY T. GAISSER
BY: ________________________
Gary T. Gaisser
President
Date: September 10, 1996
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Exhibit 2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of June 18, 1996,
among Versus Technology, Inc., a Delaware corporation (the
"Acquiror"), Interact Incorporated, a Michigan corporation and a
wholly-owned subsidiary of Acquiror ("MergerCo"), and Olmsted
Engineering Co., a Michigan corporation ("Olmsted").
The Boards of Directors of Acquiror, MergerCo and Olmsted,
deeming the merger of the MergerCo into Olmsted (the "Merger") on
the terms herein set forth to be desirable and in the best
interests of their respective stockholders, have approved this
Agreement and Plan of Merger (the "Agreement") and the Boards of
Directors of MergerCo and Olmsted have directed that the
Agreement and the Merger contemplated hereby be submitted to
their respective stockholders for approval.
Accordingly, in consideration of the premises and of the
representations, warranties and agreements contained herein, the
parties hereto hereby agree as follows:
ARTICLE 1
MERGER OF OLMSTED INTO THE ACQUIROR
1.1 The Merger. At the Effective Time (as defined in
Section 1.2 hereof), subject to the terms and conditions of this
Agreement and in accordance with the Business Corporation Act of
the State of Michigan (the "Michigan Corporation Law") MergerCo
shall be merged with and into Olmsted, the separate existence of
MergerCo (except as may be continued by operation of law) shall
cease, and Olmsted shall continue as the surviving corporation
(the "Surviving Corporation") under its present corporate name.
1.2 Effective Time of Merger. The Merger shall become
effective at the time an appropriate Certificate of Merger with
respect to the Merger is filed with the Department of Commerce of
the State of Michigan in accordance with the Michigan Corporation
Law. Such time is referred to herein as the "Effective Time."
1.3 Certificate of Incorporation; By-Laws. The
Certificate of Incorporation and By-Laws of MergerCo, as in
effect immediately prior to the Effective Time, shall become the
Certificate of Incorporation and By-Laws of the Surviving
Corporation upon the Merger, except that, effective as of the
Effective Time, such Certificate of Incorporation and By-Laws
shall be amended to reflect that the name of the Surviving
Corporation shall be Olmsted Engineering, Co.
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1.4 Directors and Officers. The Board of Directors of
the Surviving Corporation shall be those persons who constitute
the Board of Directors of MergerCo at the Effective Time. The
principal officers of the Surviving Corporation shall be those
persons who are the principal officers of MergerCo at the
Effective Time. Each such director or officer shall hold office
until such person's respective successor has been duly elected or
appointed pursuant to the By-Laws of the Surviving Corporation
and the Michigan Corporation Law.
1.5 Taking of Necessary Action; Further Action. The
Acquiror, MergerCo and Olmsted, respectively, shall take all such
lawful action as may be necessary or appropriate in order to
effectuate the transactions contemplated by this Agreement. If,
at any time after the Effective Time, any further action is
necessary or desirable to carry out the purposes of this
Agreement and to vest the Surviving Corporation with full right,
title and possession to all assets, properties, rights,
privileges, powers and franchises of MergerCo or Olmsted, the
officers and directors of such corporation are fully authorized
in the name of their corporation or otherwise to take, and shall
take, at the expense of the Surviving Corporation, all such
lawful and necessary action.
ARTICLE 2
CONVERSION AND EXCHANGE OF SHARES
2.1 Conversion of Shares. Except with respect to
Dissenting Shares (as described in Section 2.2 hereof), at the
Effective Time, by virtue of the Merger and without any action on
the part of MergerCo, Olmsted or the holder of any of the
following securities:
(a) Each share of Common Stock, without par
value, of Olmsted ("Olmsted Common Stock") issued and outstanding
immediately prior to the Effective Time (other than shares of
Olmsted Common Stock to be cancelled pursuant to Section 2.1(d)
hereof) shall be converted into and become a right to receive
3.13965 shares of Common Stock, $0.01 par value, of the Acquiror
("Acquiror Common Stock"), which shares are owned by MergerCo.
(b) Each share of Preferred Stock, $100 par value
per share of Olmsted ("Olmsted Preferred Stock") issued and
outstanding immediately prior to the Effective Time (other than
shares of Preferred Stock to be cancelled pursuant to Section
2.1(d) hereof) shall be converted into and become a right to
receive 200 shares of Acquiror Common Stock, which shares are
owed by MergerCo.
(c) Each share of Series A Preferred Stock, $100
par value of Olmsted ("Olmsted Series A Preferred Stock") issued
and outstanding immediately prior to the Effective Time (other
than shares of Series A Preferred Stock to be cancelled prior to
Section 2.1(d) hereof) shall be converted into and become a right
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to receive 200 shares of Acquiror Common Stock, which shares
shall be owned by MergerCo. (Olmsted Common Stock, Olmsted
Preferred Stock and Olmsted Series A Preferred Stock shall be
referred to here as the "Olmsted Stock").
(d) Each share of Olmsted Stock which immediately
prior to the Effective Time is held in the treasury of Olmsted or
owned by Acquiror or MergerCo shall be cancelled and retired and
no payment shall be made with respect thereto.
(e) Each share of Common Stock, no par value per
share, of MergerCo issued and outstanding immediately prior to
the Effective Time ("MergerCo Common Stock") shall be converted
into and become one share of Common Stock, no par value per
share, of the Surviving Corporation.
(f) The shares of Acquiror Common Stock issued
and outstanding immediately prior to the Effective Time shall not
be affected as a result of the Merger and shall remain
outstanding.
2.2 Dissenting Shareholders.
(a) Shares of Olmsted Stock which are issued and
outstanding immediately prior to the Effective Time and which are
held by stockholders who (i) have not voted for or consented to
the Merger, (ii) have delivered a written demand for appraisal of
such shares in accordance with applicable law, and (iii) have not
withdrawn or otherwise effectively lost their rights to appraisal
and payment under applicable law ("Dissenting Shares") shall not
be treated as provided in Section 2.1 hereof, but shall be
entitled to receive only such consideration as shall be
determined pursuant to applicable law unless or until such right
to appraisal and payment is withdrawn.
(b) Olmsted shall give the Acquiror (i) prompt
notice to any demands for appraisal for shares of Olmsted Stock
and any other instruments served pursuant to applicable law
received by Olmsted and (ii) the opportunity to direct all
negotiations and proceedings with respect to any such demands.
Olmsted shall not, without the prior written consent of the
Acquiror, voluntarily make any payment with respect to, or settle
or offer to settle, any such demands.
2.3 Exchange of Certificates.
(a) Promptly after the Effective Time, the
Acquiror (or its duly appointed agent) shall communicate with all
holders of record of Olmsted Stock, informing them of the
effectiveness of the Merger and directing them to surrender their
certificates representing Olmsted Stock to the Acquiror (or its
duly authorized agent) for cancellation and exchange. After the
Effective Time, each holder of a certificate of Olmsted Stock
(other than shares held by the Acquiror, MergerCo and
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Dissenting Shares) shall cease to represent any rights in Olmsted
other than the right to receive, upon the surrender described
above, shares of Acquiror Common Stock. After the Effective Time
there shall be no further registry of transfers on the records of
Olmsted of shares of Olmsted Stock and, if a certificate
representing such shares is presented to the Surviving
Corporation, it shall be cancelled and exchanged for Acquiror
Common Stock as herein provided.
(b) Certificates for Olmsted Common Stock shall
be exchanged in accordance with the ratios set forth in this
Article. However, there shall be no obligation to issue
fractional shares and no payments shall be made in lieu of
fractions of shares. All certificates shall be rounded to the
nearest whole share.
2.4 Adjustment of Options. Olmsted presently has
outstanding options to acquire 85,000 shares of Olmsted Common
Stock for $2.00 a share, expiring December 1, 1996. After the
effective date of the Merger, for each option to purchase one
share of Olmsted Common Stock held, the option holder shall have
the additional right to acquire 3.13965 shares of Versus Common
Stock for $.637 a share of Versus Common Stock until December 1,
1996 in lieu of Olmsted Common Stock, rounded to the nearest
whole share.
2.5 Restricted Securities. All securities which shall
be issued pursuant to this Article shall constitute "Restricted
Securities" within the meaning of Rule 144 and shall bear the
following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF VERSUS TECHNOLOGY, INC. (THE
"COMPANY") THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY: (1) TO THE COMPANY (UPON REPURCHASE THEREOF OR
OTHERWISE); (2) IF THIS SECURITY IS THEN ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A; (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME,
PROVIDED THAT ALL OF THE CONDITIONS OF REGULATION S FOR RESALES
HAVE BEEN SATISFIED AND A CERTIFICATION OF THIS IS A FORM
ACCEPTABLE TO THE
4<PAGE>
COMPANY HAS BEEN DELIVERED TO THE COMPANY; (4) PURSUANT TO RULE
144 (IF AVAILABLE) UNDER THE SECURITIES ACT, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME; (5) IN RELIANCE ON ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND
SUBJECT TO THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO
THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER
THE SECURITIES ACT; OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT; IN EACH CASE IN ACCORDANCE
WITH APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
ARTICLE 3
CLOSING
3.1 Closing. Acquiror, MergerCo and Olmsted regularly
shall communicate and consult with each other with respect to the
fulfillment of the various conditions to the obligations under
this Agreement of the parties hereto. The exchange of documents
contemplated by this Agreement in connection with the
consummation of the Merger (the "Closing") shall take place at
the offices of Rollert and MacNeal (i) as soon as practicable
following the parties' determination that all conditions to their
respective obligations hereunder (other than those requiring an
exchange of documents at the Closing or the taking of other
action at, or concurrently with, the Closing) have been fulfilled
and (ii) in any event not later than September 1, 1996. The date
on which the Closing occurs is referred to herein as the "Closing
Date". At the Closing or as soon thereafter as practicable the
parties shall cause the Merger to be consummated by filing with
the Department of Commerce of the State of Michigan, a
Certificate of Merger in such form as required by, and executed
in accordance with, the Michigan Corporation Law.
ARTICLE 4
REPRESENTATIONS OF OLMSTED
Olmsted hereby represents to its best knowledge and
belief to Acquiror and MergerCo as follows:
4.1 Organization and Good Standing. Olmsted is a
corporation duly organized, validly existing and in good standing
under the laws of the State of
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Michigan and has all requisite corporate power and authority to
own, lease, and operate its properties and to carry on its
business as now being conducted. Olmsted is duly qualified to do
business and is in good standing as a foreign corporation in each
jurisdiction where qualification as a foreign corporation is
required. Olmsted has previously delivered to Acquiror complete
and correct copies of its Certificate of Incorporation and all
amendments thereto to the date hereof and its By-Laws as
presently in effect.
4.2 Subsidiaries. Olmsted has no subsidiaries, defined
as any corporation in which Olmsted beneficially owns securities
or interests representing 50% or more of (i) the aggregate equity
or profit interests or (ii) the combined voting power of voting
interests ordinarily entitled to vote for management or
otherwise.
4.3 Capitalization. The authorized capital stock of
Olmsted consists of: (i) 700,000 shares of Olmsted Common Stock,
no par value per share, of which, as of the date hereof, 442,944
shares are issued and outstanding, (ii) 30,000 shares of Olmsted
Preferred Stock, par value $100 per share, of which, as of the
date hereof, 24,096 shares are issued and outstanding, (iii)
10,000 shares of Olmsted Series A Preferred Stock, par value $100
per share, of which, as of the date hereof, 1,500 shares are
issued and outstanding, and (iv) options to acquire a total of
85,000 shares of Olmsted's Common Stock at $2.00 per share,
expiring on December 1, 1996 (the "Option"). At the Closing,
there will be no additional shares of Olmsted Stock issued and
outstanding. All outstanding shares of Olmsted Stock have been
validly authorized and issued, are fully paid and nonassessable
and have not been issued in violation of any preemptive rights or
of any Federal or state securities law. There is no security,
option, warrant, right, call, subscription, agreement, commitment
or understanding of any nature whatsoever, fixed or contingent,
that directly or indirectly (i) calls for the issuance, sale,
pledge or other disposition of any shares of capital stock of
Olmsted or any securities convertible into, or other rights to
acquire, any shares of capital stock of Olmsted or (ii) obligates
Olmsted to grant, offer or enter into any of the foregoing or
(iii) relates to the voting or control of such capital stock,
securities or rights, except as set forth on Schedule 4.3 hereto.
Olmsted has not agreed to register any securities under the
Securities Act of 1933, as amended (the "Securities Act").
4.4 Authority, Approvals and Consents. Olmsted has the
corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized and
approved by the Board of Directors of Olmsted and except for the
approval of the holders of shares of Olmsted Stock referred to in
Section 8.3 hereof no other corporate proceedings on the part of
Olmsted are necessary to authorize and approve this Agreement and
the transactions contemplated hereby. This Agreement has been
duly executed and delivered by, and constitutes a valid and
binding obligation of,
6<PAGE>
Olmsted enforceable against Olmsted in accordance with its terms
(except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies). The
execution, delivery and performance of this Agreement by Olmsted
and the consummation of the transactions contemplated hereby do
not and will not
(i) contravene any provisions of the Certificate
of Incorporation or By-Laws of Olmsted;
(ii) (after notice or lapse of time or both)
conflict with, result in a breach of any provision of, constitute
a default under, result in the modification or cancellation of,
or give rise to any right of termination or acceleration in
respect of, any Olmsted Agreement (as defined in Section 4.15
hereof) or, except as set forth on Schedule 4.4 hereto, require
any consent or waiver of any party to any Olmsted Agreement;
(iii) result in the creation of any Security
Interest upon, or any person obtaining any right to acquire, any
properties, assets or rights of Olmsted;
(iv) violate or conflict with any Legal
Requirements (as defined in Section 4.8 hereof) applicable to
Olmsted or any of its businesses or properties; and
(v) require any authorization, consent, order,
permit or approval of, or notice to, or filing, registration or
judicial authority, except in connection with or in compliance
with Michigan Corporation Law, the Securities Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the
securities or blue sky laws of the various states and the laws of
certain foreign jurisdictions where Olmsted is qualified to
transact business under which a filing may therefore be required
in connection with the Merger and except as set forth in Schedule
4.4.
4.5 Financial Statements. Olmsted previously has
furnished to Acquiror true and complete copies of audited balance
sheets and statements of operations as of the dates and for the
year ended September 30, 1995, and unaudited financial statements
for the six months ended March 31, 1996 and the year ended
September 30, 1994, including in each case the notes and
schedules thereto (the "Financial Statements"). Such Financial
Statements fairly present the financial position of Olmsted as of
the dates indicated and the results of operations or other
information included therein of Olmsted for the respective
periods or as of the respective dates therein set forth, subject,
where appropriate, to normal year-end adjustments which are not
material in amount or effect, in each case in accordance with
generally
7<PAGE>
accepted accounting principles consistently applied during the
periods involved (except as otherwise stated therein).
4.6 Absence of Undisclosed Liabilities. Except as set
forth on Schedule 4.6 hereto, Olmsted has no liability or
obligation of any nature whatsoever (whether known or unknown,
due or to become due, accrued, absolute, contingent or otherwise)
including, without limitation, any unfunded obligation under
employee benefit plans or arrangements, except for liabilities
and obligations (i) reflected or reserved against in the
Financial Statements (including any related notes and schedules)
(ii) current liabilities incurred in the ordinary course of
business and consistent with past practice after the date thereof
which, individually and in the aggregate, do not have a Material
Adverse Effect, (iii) under Olmsted Agreements (as defined in
Section 4.15 hereof) and (iv) of a type covered by paragraphs
(v), (vi) and (vii) of Section 4.15 hereof (and paragraphs (f),
(g) and (h) of Section 6.5 hereof with respect to transactions
after the date hereof) and not prohibited thereby. Olmsted is
not a party to any Olmsted Agreement, or subject to any charter
or other corporate restriction or any Legal Requirement (as
defined in Section 4.8), which has, or in the future can
reasonably be expected to have, a Material Adverse Effect.
4.7 Taxes. Olmsted has duly filed all federal, state,
local and foreign tax returns, reports and declarations required
to be filed and has paid, or made adequate provision for the
payment of, all Taxes (as defined below) which are due pursuant
to said returns or pursuant to any assessment received by
Olmsted. As used herein, "Taxes" shall mean all taxes, fees,
levies or other assessments, including but not limited to income,
excise, property, sales, franchise, withholding, social security,
and unemployment taxes imposed by the United States, any state,
county, local or foreign government, or any subdivision or agency
thereof, and any interest or penalties relating to such taxes,
charges, fees, levies, or other assessments. Except to the
extent reserves therefor are reflected on the Financial
Statements, Olmsted is not liable, nor will it become liable, for
any Taxes for any period commencing prior to September 30, 1995.
Olmsted has not given or been requested to give any waiver of any
statutes of limitations relating to the payment of Taxes.
Olmsted knows of no basis for a deficiency assessment for Taxes
against Olmsted.
4.8 Legal Matters. Except as set forth on Schedule 4.8
hereto, (i) there is no claim, action, suit, litigation,
investigation, inquiry, review, or proceeding pending against, or
threatened against or affecting Olmsted, any Olmsted Plan (as
defined in Section 4.17) or any of their respective properties or
rights before or by any court, arbitrator, panel, agency or other
governmental, administrative or judicial authority and (ii)
Olmsted is not subject to any judgment, decree, writ, injunction
or order of any governmental, administrative or judicial
authority. The business of Olmsted is being conducted in
compliance with all laws, ordinances, codes, rules, regulations,
standards, judgments, decrees, writs, rulings, injunctions,
orders and other requirements of all governmental, administrative
or judicial authorities (collectively,
8<PAGE>
"Legal Requirements") applicable to Olmsted or any of its
businesses or properties. Olmsted holds and is in compliance
with all franchises, licenses, permits, registrations,
certificates, consents, approvals or authorizations
(collectively, "Permits") required by all applicable Legal
Requirements. Olmsted owns or holds all Permits material to the
conduct of its business. No event has occurred and is continuing
which permits, or after notice or lapse of time or both would
permit, any modification or termination of any Permit. Olmsted
(i) has not received any notice asserting any noncompliance with
any Legal Requirement or Permit, (ii) is not subject to any Legal
Requirement or Permit which if enforced against or complied with
by Olmsted would have a Material Adverse Effect, or (iii) has no
knowledge of any Legal Requirement proposed or under
consideration which, if effective, could have a Material Adverse
Effect. No governmental, administrative or judicial authority
has indicated any intention to initiate any investigation,
inquiry or review involving Olmsted, any Olmsted Plan or any of
their respective properties or rights.
Schedule 4.8 contains a complete and accurate list of
all written responses by attorneys to audit inquiries made in
connection with the preparation or audit of the Financial
Statements.
4.9 Property. (a) Set forth on Schedule 4.9 (a) hereto
is a list of all interests in real property owned by or leased to
Olmsted and of all options or other contracts to acquire any such
interest, specifying the location of each such property and any
improvements thereon ("Improvements"). Olmsted has good and
marketable title to all such real properties, leases,
Improvements, options and contracts and to all other properties
reflected on the Financial Statements or acquired after the date
thereof (other than properties and assets sold or otherwise
disposed of after the date thereof in the ordinary course of
business), and each such property is held free and clear of all
leases, licenses and other rights of others to occupy or use same
and all Security Interests, rights of way, easements,
restrictions, exceptions, variances, reservations, covenants or
other title defects or limitations of any kind, except those
disclosed in the Financial Statements, none of which Security
Interests has a material adverse effect on such property or its
present or contemplated use in the business of Olmsted. Except
as declared on Schedule 4.9(a), no financing statement under the
Uniform Commercial Code with respect to any of the foregoing
properties has been filed in any jurisdiction, and Olmsted has
not signed any such financing statement or any security agreement
authorizing any secured party thereunder to file any such
financing statement. All Improvements and any machinery,
equipment and other tangible personal property owned or used by
or leased to Olmsted are in good operating condition and in good
repair. Such tangible personal properties and all Improvements
owned or leased by Olmsted conform in all respects with all
applicable building, zoning, environmental and other land use
laws, ordinances, rules and regulations and other Legal
Requirements and such Improvements do not encroach in any respect
on property of others. The present and contemplated use of such
real property, Improvements and tangible property conforms in all
respects with all
9<PAGE>
applicable building, zoning, environmental and other land use
laws, ordinances, rules and regulations and other Legal
Requirements and all necessary occupancy and other certificates
and permits for the occupancy and lawful use thereof have been
issued and are presently in full force and effect. All notices
of violations of Legal Requirements issued by any state, county,
municipal or local department having jurisdiction against or
affecting any of such real property, Improvements or tangible
property have been complied with. No use of such real property,
Improvements or tangible personal property is dependent upon the
continuance of a non-conforming use or a special permit or
license. All real property and Improvements have access to such
public roads including, but not limited to, those owned roads and
driveways presently in use and such utilities and other services
as are necessary for the present and contemplated uses thereof.
(b) A list of all tangible personal properties
(other than inventory) owned or leased by Olmsted has been
delivered to Versus. Olmsted has good and marketable title to
all such tangible personal properties, all such tangible personal
properties will be held free and clear of all Security Interests
at the time of Closing. All such tangible personal properties
are in good and useable condition (reasonable wear and tear
excepted). All such owned properties and assets are reflected on
the Financial Statements (except for dispositions or acquisitions
subsequent to the date thereof and prior to the Closing which are
both in the ordinary course of business).
4.10 Inventories. As Olmsted's business does not
consist of the sale of goods, Olmsted has no significant
inventories.
4.11 Accounts Receivable. All accounts receivable
reflected in the Financial Statements or arising since the date
thereof are good and have been collected or are collectible,
without resort to litigation or extraordinary collection
activity, within 90 days of the Closing Date (subject to the
reserve for bad debts reflected in the Financial Statements), and
are subject to no defenses, set-offs or counterclaims other than
normal cash discounts accrued in the ordinary course of business
of Olmsted.
4.12 Intellectual Property; Technology. Olmsted owns
or has valid, binding and enforceable rights to use all patents,
trademarks, trade names, service marks, service names,
copyrights, applications therefor, and license or other rights in
respect thereof ("Intellectual Property"), used or held for use
in connection with the business of Olmsted, without any known
conflict with the rights of others. Schedule 4.12 hereto
contains a complete list of all Intellectual Property owned by or
licensed to Olmsted, and any licenses or other agreements
relating thereto and, except as indicated on such Schedule, all
such Intellectual Property has been duly registered and filed in
and issued by, the United States Patent and Trademark Office,
states of the United States or the corresponding offices of other
jurisdictions. Except as set forth on Schedule 4.12 hereto,
Olmsted is the sole and exclusive owner of the patents,
10<PAGE>
copyrights and applications listed thereon and has the sole and
exclusive right to use the trademarks and trade names listed
thereon, in each case free and clear of any Security Interest and
subject to no interference or other contest or proceeding.
Olmsted has not received any notice from any other person
pertaining to or challenging the right of Olmsted to use any
Intellectual Property or any trade secrets, proprietary
information, inventions, know-how, processes and procedures owned
or used by or licensed to Olmsted ("Technology"). Olmsted has
not granted any outstanding licenses or other rights, and has no
obligations to grant licenses or other rights, under, and no
stockholder of Olmsted has any rights in or to, any of the
Intellectual Property or Technology owned or used by or licensed
to Olmsted except for licenses to use Olmsted software granted to
its customers in the ordinary course of its business. No claims
have been made by Olmsted of any violation or infringement by
others of the rights of Olmsted with respect to any Intellectual
Property or Technology of Olmsted, and Olmsted knows of no basis
for the making of any such claim. Olmsted has not violated or
infringed any Intellectual Property or Technology rights of
others.
4.13 Absence of Material Adverse Change; Conduct of
Business. Since September 30, 1995, there has been no Material
Adverse Effect and there is no condition, development or
contingency of any kind existing or in prospect which, so far as
reasonably can be foreseen at this time, may result in any
Material Adverse Effect. Without limiting the foregoing, except
as set forth on Schedule 4.13 hereto, since September 30, 1995,
there has not been, occurred or arisen:
(i) any damage, destruction or loss to any asset
of Olmsted (whether or not covered by insurance) that,
individually or in the aggregate, could have a Material Adverse
Effect;
(ii) any change in any accounting principle or
method used for financial reporting purposes by Olmsted, except
as expressly disclosed in the Financial Statements and concurred
with by Olmsted's independent public accountants;
(iii) any commitment, transaction or other action
by Olmsted other than in the ordinary course of business and
consistent with past practice;
(iv) any amendment or other change to the
Certificate of Incorporation and By-Laws of Olmsted, except for
an increase in the authorized common stock from 500,000 shares to
700,000 shares;
(v) any declaration, setting aside, or payment of
any dividend or distribution (whether in cash, indebtedness,
stock or property) in respect of capital stock of Olmsted, or any
direct or indirect redemption, purchase, or other acquisition of
shares of such capital stock or any split, combination or
reclassification of such capital stock;
11<PAGE>
(vi) any sale or other disposition of any right,
title or interest in or to any assets or properties of Olmsted or
any revenues derived therefrom having an aggregate value in
excess of $50,000, except in the ordinary course of business;
(vii) any general increase in any compensation or
benefits payable to any class or group of employees of Olmsted,
any increase in the compensation payable or to become payable by
Olmsted to any of the individuals listed on Schedule 4.17 hereto
(collectively, "Key Employees") or any bonus, service award,
percentage compensation, or other benefit paid, granted or
accrued to or for the benefit of any Key Employee, other than in
accordance with a Olmsted Plan or Compensation Commitment
expressly disclosed on Schedule 4.17 hereto as in effect on the
date hereof;
(viii) any borrowing by Olmsted except pursuant to
loan agreements disclosed on Schedule 4.15 hereto as in effect on
the date hereof or any net increase in indebtedness for borrowed
money;
(ix) any capital expenditures exceeding, in the
aggregate, for Olmsted $50,000;
(x) any labor union organizing activity, any
actual or threatened employee strikes, work stoppages, slow-downs
or other labor disputes or disturbances or any material adverse
change in its relations with employees;
(xi) any grant of a Security Interest in any
assets of Olmsted; or
(xii) any authorization, approval, agreement or
commitment to do any of the foregoing.
4.14 Insurance. All of the properties and assets of
Olmsted which are of an insurable character are insured against
loss or damage by fire and other risks to the extent and in the
manner customary for companies engaged in similar businesses or
owning similar assets. Set forth on Schedule 4.14 hereto is a
list of all policies for such insurance and of all insurance
policies held by Olmsted insuring the title of the real property
owned by Olmsted and Olmsted previously has furnished to Acquiror
true and complete copies of all such policies. All such policies
are in full force and effect and Olmsted has not received any
notice of cancellation with respect thereto.
4.15 Contracts; Etc. As used in this Agreement, the
term "Olmsted Agreements" shall mean all mortgages, indenture
notes, agreements, contracts, leases, licenses, franchises,
obligations, instruments or other commitments,
12<PAGE>
arrangements or understandings of any kind, whether written or
oral, binding or non-binding (including all leases and other
agreements referred to on Schedule 4.9 hereto) to which Olmsted
is a party or by which Olmsted or any of its properties may be
bound or affected. Set forth on Schedule 4.15 hereto is a
complete and accurate list of (i) each Olmsted Agreement which is
material to the businesses, operations, assets, condition
(financial or otherwise) or prospects of Olmsted and (ii) without
regard to materiality, each of the following Olmsted Agreements:
(i) any mortgage, indenture, note, installment
obligation or other instrument, agreement or arrangement for or
relating to any borrowing of money by Olmsted;
(ii) any guaranty, direct or indirect, by Olmsted
of any obligation for borrowings or otherwise, excluding
endorsements made for collection in the ordinary course of
business;
(iii) any Olmsted Agreement made other than in the
ordinary course of its business or providing for the grant of any
preferential rights to purchase or lease any of its assets;
(iv) any obligation to make payments, contingent
or otherwise, arising out of the prior acquisition of the
business, assets or stock of other companies;
(v) any lease or similar arrangement for the use
by Olmsted of personal property;
(vi) any Olmsted Agreement to which any Insider
(as defined in Section 4.20 hereof) is a party;
(vii) any Olmsted Agreement with a term in excess
of one year or providing for aggregate payments in excess of
$50,000;
(viii) any Olmsted Agreement containing non-competition
or other limitations restricting the conduct of the
business of Olmsted;
(ix) any partnership, joint venture or similar
agreement.
True and complete copies of all written Olmsted Agreements
referred to on Schedule 4.15 and Schedule 4.9 hereto have
heretofore been delivered or made available to Acquiror, and
Olmsted has provided Acquiror with accurate and complete written
summaries of all such Olmsted Agreements which are unwritten.
Neither Olmsted nor,
13<PAGE>
to the knowledge of Olmsted, any other party thereto is in breach
of or default under any Olmsted Agreement, and no event has
occurred which (after notice or lapse of time or both) would
become a breach or default under, or would permit modification,
cancellation, acceleration or termination of, any Olmsted
Agreement or result in the creation of any Security Interest
upon, or any person obtaining any right to acquire, any
properties, assets or rights of Olmsted. There are no unresolved
disputes involving Olmsted under any Olmsted Agreement, except as
disclosed by Olmsted to Versus in the Schedules hereto.
4.16 Labor Relations. Olmsted has paid or made
provision for the payment of all salaries and accrued wages and
has complied in all respects with all applicable laws, rules and
regulations relating to the employment of labor, including those
relating to wages, hours, collective bargaining and the payment
and withholding of taxes, and has withheld and paid to the
appropriate governmental authority, or is holding for payment not
yet due to such authority, all amounts required by law or
agreement to be withheld from the wages or salaries of its
employees. There are no controversies pending or, to the
knowledge of Olmsted, threatened between Olmsted and any labor
union or other collective bargaining unit representing any of
such employees. No union or other collective bargaining unit has
been certified or recognized by Olmsted as representing any of
its employees. Each employee of Olmsted who has access to
Technology has executed a valid, binding and enforceable
agreement to maintain such Technology in confidence.
4.17 Employee Compensation. (a) Set forth on Schedule
4.17 hereto is a true and complete list of:
(i) each pension, profit-sharing, thrift, deferred
compensation, stock ownership, stock purchase, stock option,
performance, bonus, incentive, retirement, severance, welfare,
hospitalization or other medical, disability, life or other
insurance, or other employee benefit plan or arrangement of any
kind, whether written or oral, binding or non-binding, which
Olmsted maintains, has in effect or is required to make
contributions to (collectively, "Olmsted Plans");
(ii) each agreement, arrangement, commitment and
understanding of any kind, whether written or oral, binding or
non-binding, with any current or former officer, director,
employee or consultant of Olmsted pursuant to which payments may
be required to be made at any time following the date hereof
(including, without limitation any employment, deferred
compensation, severance, termination and consulting agreements);
and
14<PAGE>
(iii) any other plan, agreement, arrangement,
policy or understanding, whether written or oral, binding or non-
binding, relating to any other compensation, remuneration or
benefits of any nature whatsoever (including, without limitation,
bonuses, incentives, vacation pay, holiday pay, insurance,
severance or retirement), in which any officer, director or
employee of Olmsted participates or has participated since
September 30, 1995 (all of the foregoing in clauses (ii) and
(iii) being referred to herein collectively as "Compensation
Commitments").
True and complete copies of all written Olmsted Plans and
Compensation Commitments referred to in Schedule 4.17 (including
all documents governing obligations), have heretofore been
delivered to Acquiror, and Olmsted has provided Acquiror with
accurate and complete written summaries of all such Olmsted Plans
and Compensation Commitments which are unwritten. Olmsted has
not made any express commitment and has no formal plan, whether
legally binding, or not, to create any additional Olmsted Plan or
Compensation Commitment or to modify or change in any material
respect any existing Olmsted Plan or Compensation Commitment,
except as described on Schedule 4.17 hereto.
(b) Olmsted maintains no "employee benefit pension
plan" (as such term is defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended, and the rules
and regulations promulgated thereunder).
4.18 Customers and Suppliers. Schedule 4.18 contains a
true and complete list of (i) the names of, and the dollar volume
and percentage of products or services purchased from, each of
Olmsted's ten largest suppliers of products and services during
the twelve months ended September 30, 1995 and (ii) the names of,
and the dollar volume and percentage of sales to, each of
Olmsted's ten largest customers of products and services during
such period. Olmsted has not received notice from any such
customer or supplier that it does not intend to continue business
dealings with Olmsted.
4.19 Disclosure. No document heretofore delivered to
Acquiror contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
Any proxy statement or information statement or other materials
required in connection with Olmsted Stockholders Meeting (as
defined in Section 6.1 hereof) (i) will not, at the time any such
statement and/or material is mailed to Olmsted's Stockholders or
at the time of Olmsted Stockholders' Meeting, contain any untrue
statement of any material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which
they are made, not misleading (except that no representation or
warranty is made with respect to any information to be supplied
in writing by Acquiror specifically for inclusion in any such
15<PAGE>
statement) and (ii) will comply as to form in all material
respects with the Michigan Corporation Law.
4.20 Transactions with Insiders. Set forth on Schedule
4.20 hereto is a complete and accurate list of (i) all Olmsted
Agreements to which any Insider (as defined below) is a party
which have not been set forth on Schedules 4.15 or 4.17 hereto
and (ii) a complete and accurate description of all transactions
between Olmsted or any Olmsted Plan, on one hand, and any
Insider, on the other hand, that have occurred since September
30, 1995. For purposes of this Agreement,
(w) the term "Insider" shall mean any stockholder,
any director or officer of Olmsted, and any Affiliate, Associate
or Relative of any of the foregoing persons,
(x) an "Affiliate" of a specified person is a
person that directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the person specified,
(y) the term "Associate" used to indicate a
relationship with any person means (A) any corporation,
partnership, joint venture or other entity of which such person
is an officer or partner or is, directly or indirectly, through
one or more intermediaries, the beneficial owner of 10% or more
of (1) any class or type of equity securities or other profits
interest or (2) the combined voting power of interests ordinarily
entitled to vote for management or otherwise, and (B) any trust
or other estate in which such person has a substantial beneficial
interest or as to which such person serves as trustee or in a
similar fiduciary capacity, and
(z) a "Relative" of a person shall mean such
person's spouse, such person's parents, sisters, brothers,
children and the spouses of the foregoing, and any member of the
immediate household of such person.
4.21 Brokers. Neither Olmsted, nor any director,
officer or employee thereof has employed any broker or finder or
has incurred or will incur any broker's finder's or similar fees,
commissions or expenses, in each case in connection with the
transactions contemplated by this Agreement.
4.22 Certain Understandings. Except as disclosed
herein, Olmsted has no agreement, arrangement or understanding
with any other person concerning the acquisition by any person of
all or a significant portion of the stock or assets of Olmsted or
the merger of Olmsted with or into any other person.
4.23 Disclosure of All Material Facts. Olmsted has not
omitted to state to Acquiror and MergerCo in the foregoing
representations and warranties and
16<PAGE>
Schedules to this Agreement any material fact relating to Olmsted
which is necessary in order to make the foregoing representations
and warranties or other information given by or on behalf of
Olmsted to Acquiror not misleading.
ARTICLE 5
REPRESENTATIONS OF ACQUIROR AND MERGERCO
Acquiror and MergerCo each hereby represents to its
best knowledge and belief to Olmsted as follows:
5.1 Corporate Status. Each of Acquiror and MergerCo is
a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and the state of
Michigan respectively.
5.2 Capitalization of MergerCo. The authorized capital
stock of MergerCo at the Effective time shall consist of 1,000
shares of Common Stock, no par value per share, all of which
shares are validly issued and outstanding, fully paid and
nonassessable and owned by Acquiror free and clear of all liens,
claims and encumbrances.
5.3 Authority; Conflicts. Each of Acquiror and
MergerCo has the corporate power and authority to enter into this
Agreement and to perform its obligations hereunder. The
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been
duly authorized and approved by the Board of Directors of
Acquiror and MergerCo and no other corporate proceedings on the
part of Acquiror or MergerCo are necessary to authorize and
approve this Agreement and the transactions contemplated hereby.
This Agreement has been duly executed and delivered by, and
constitutes a valid and binding obligation of, Acquiror or
MergerCo, enforceable against Acquiror in accordance with its
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies. The execution,
delivery and performance of this Agreement by Acquiror and
MergerCo and the consummation of the transactions contemplated
hereby do not and will not
(i) contravene any provisions of the Certificate
of Incorporation or By-Laws of Acquiror or MergerCo;
17<PAGE>
(ii) violate or conflict with any Legal
Requirements applicable to Acquiror or any subsidiary of Acquiror
or any of their respective businesses or properties; or
(iii) require any authorization, consent, order,
permit or approval of, or notice to, or filing, registration or
qualification with, any governmental, administrative or judicial
authority, except in connection with or in compliance with the
provisions of the Securities Act, the Exchange Act, the
securities or blue sky laws of the various states and the laws of
certain foreign jurisdictions under which a filing may be
required in connection with the Merger.
5.4 Brokers. Neither Acquiror nor MergerCo nor any
director, officer, or employee thereof has employed any broker or
finder or has incurred or will incur any broker's, finder's or
similar fees, commissions or expenses, in each case in connection
with the transactions contemplated by this Agreement.
ARTICLE 6
COVENANTS
6.1 Olmsted Stockholders' Meeting. Between the date
hereof and the Closing, Olmsted shall, in accordance with
applicable requirements of its Certificate of Incorporation and
By-Laws solely for shareholder approval take such corporate
action as shall be necessary for the purpose of this Agreement in
accordance with the Michigan Corporation Law.
6.2 MergerCo Written Consent. Between the date hereof
and the Closing, MergerCo shall, in accordance with the Michigan
Corporation Law and its Certificate of Incorporation and By-Laws,
call for approval by unanimous written consent of the
stockholders of MergerCo, at the earliest practicable date, of
this Agreement in accordance with the Michigan Corporation Law
and in connection therewith, Acquiror shall vote its shares of
MergerCo Common Stock to approve the Agreement.
6.3 Access; Confidentiality. Between the date hereof
and the Closing Date, Olmsted will (i) provide, to the officers
and other authorized representatives of Acquiror, full access,
during normal business hours, to any and all premises,
properties, files, books, records, documents, and other
information of Olmsted, and will cause its officers to furnish to
Acquiror and its authorized representatives any and all
financial, technical and operating data and other information
pertaining to the businesses and properties of Olmsted and (ii)
make available for inspection and copying by the Acquiror true
and complete copies of any documents relating to the
18<PAGE>
foregoing. Acquiror will hold in confidence (unless and to the
extent compelled to disclose by judicial or administrative
process, after notice and a reasonable opportunity to contest
such compliance has been given to Olmsted) all Confidential
Information (as defined below) and will not disclose the same to
any third party except as may reasonably be necessary to carry
out this Agreement and the transactions contemplated hereby,
including any due diligence review by or on behalf of Acquiror.
If this Agreement is terminated, such confidence shall be
maintained and Acquiror will promptly return to Olmsted, upon
reasonable request, all Confidential Information furnished by
Olmsted. It is understood that Acquiror shall be deemed to have
satisfied its obligations to hold such information confidential
if it exercises the same care as it takes to preserve
confidentiality for its own similar information, but in no event
less than reasonable care. As used herein, "Confidential
Information" shall mean all information concerning Olmsted
obtained by Acquiror from Olmsted in connection with the
transactions contemplated by this Agreement except information,
(w) already in the Acquiror's possession before disclosure by
Olmsted, (x) ascertainable or obtained from public information,
(y) received from a third party not employed by or otherwise
affiliated with Olmsted, or (z) which is or becomes known to the
public, other than through a breach of this Agreement.
6.4 Furnishing Information; Announcements. Olmsted
will, as soon as practicable after reasonable request therefor,
furnish to Acquiror all the information concerning Olmsted
required for inclusion in any statement or application made by
Acquiror to any governmental or regulatory body in connection
with the transactions contemplated by this Agreement. Olmsted
shall not issue any press releases or otherwise make any public
statement with respect to the transactions contemplated hereby
without the prior consent of Acquiror.
6.5 Conduct of Business of Olmsted Prior to the
Effective Time. Except with prior knowledge and consent of the
board of directors of the Acquiror, Olmsted agrees that on and
after the date hereof and prior to the Effective Time:
(a) The business of Olmsted shall be conducted
only in the ordinary course of business and consistent with past
practice;
(b) No change shall be made in the Certificate of
Incorporation or By-Laws, as amended, of Olmsted;
(c) Olmsted shall not (i) issue, grant or sell any
shares of its capital stock or (ii) issue, grant or sell any
security, option, warrant, call, subscription or other right of
any kind, fixed or contingent, that directly or indirectly calls
for the issuance, sale, pledge or other disposition of any shares
of capital stock of Olmsted, (iii) enter into any agreement,
commitment or understanding calling for any transaction referred
to in clause (i) or (ii) of this paragraph (c), or (iv) make any
other changes in its equity capital structure except for the
issuance of shares of Common Stock upon exercise
19<PAGE>
of Options, in each case which are outstanding prior to the
execution and delivery of this Agreement and pursuant to the
present terms thereof;
(d) No dividend shall be declared or paid or other
distribution (whether in cash, stock, property or any combination
thereof) or payment declared or made in respect of any shares of
its capital stock, nor shall Olmsted, directly or indirectly,
purchase, acquire or redeem or split, combine or reclassify any
shares of the capital stock of Olmsted;
(e) Olmsted shall not, directly or indirectly
(including through its directors, officers, employees or agents):
(i) solicit, initiate or participate in
discussions concerning or encourage (including by way of
furnishing any non-public information concerning Olmsted) any
Acquisition Proposal as defined below;
(ii) enter into any agreement or statement of
intent regarding any Acquisition Proposal; or
(iii) otherwise approve or recommend any
Acquisition Proposal.
Olmsted will notify Acquiror promptly by telephone, and
thereafter promptly confirm in writing, if any such information
is requested from, or any Acquisition Proposal is received by,
Olmsted and the terms thereof. As used in this Agreement,
"Acquisition Proposal" shall mean any proposal or inquiry
received by Olmsted for a merger or other business combination
involving Olmsted or for the acquisition of, or the acquisition
of a substantial equity interest in, or a substantial portion of
the assets of, Olmsted, other than the transaction contemplated
hereby.
(f) Olmsted shall not make any capital expenditures
(including expenditures for additions to plant, property and
equipment) or appropriations or commitments with respect thereto,
except (i) to the extent of the total dollar amounts and, to the
extent indicated therein, at the times set forth in Olmsted's
current capital expenditure budget and which has been previously
furnished to Acquiror, (ii) such additional capital expenditures,
appropriations and commitments up to $50,000 as Olmsted may deem
appropriate, and (iii) such additional capital expenditures,
appropriations or commitments as Olmsted and Acquiror mutually
may agree upon;
(g) Olmsted shall not:
(i) incur or assume any indebtedness for money
borrowed other than indebtedness under revolving credit
agreements to which Olmsted
20<PAGE>
was a party as of September 30, 1995 (and which have not been
amended since such date) in an aggregate amount not in excess of
the amount of any reductions in such indebtedness made after the
date hereof;
(ii) make any loans, advances or capital
contributions to, or investments in, any other person, other than
short-term investments in the ordinary course of business in
obligations of the United States of America for which the full
faith and credit of the United States of America is pledged to
provide for the payment of principal and interest or certificates
of deposit issued by a commercial bank or banks having at least
$50,000,000 in undivided capital and surplus;
(iii) pay, discharge or satisfy claims,
liabilities or obligations (absolute, accrued, contingent or
otherwise and whether due or to become due) which involve
payments or commitments to make payments exceeding $50,000 in the
aggregate, other than (A) liabilities or obligations incurred in
the ordinary course of business and consistent with past practice
and (B) the payment or discharge of obligations as contemplated
by this Agreement.
(iv) guarantee any indebtedness for money borrowed
or guarantee any other obligation of any person or entity, in any
case;
(v) sell, lease, mortgage, encumber or otherwise
dispose of or grant any interest in any of its assets or
properties, except for sales or other dispositions of goods in
the ordinary course of business;
(vi) repurchase any shares of Olmsted Stock; or
(vii) enter into any transaction or series of
related transactions, whether or not in the ordinary course of
business, involving total payments to or by Olmsted of, or
involving the acquisition or disposition by Olmsted of property,
assets or rights having a value of $50,000 or more.
Notwithstanding the foregoing, nothing in this subsection (g)
shall prevent the endorsement of negotiable instruments in the
ordinary course of business.
(h) Olmsted will not (i) approve or put into effect any
general increase in any compensation or benefits payable to any
class or group of employees of Olmsted, (ii) grant to any Key
Employee any increase in compensation, remuneration or benefits
of any nature whatsoever, (iii) enter into any Compensation
Commitment with any Key Employee or (iv) pay any bonus or other
special compensation to any Key Employee
21<PAGE>
(except pursuant to any Olmsted Plan or Compensation Commitment
disclosed on Schedule 4.17 hereto);
(i) Olmsted will use its best efforts to preserve its
business organization intact, to keep available to itself
(including following the Closing) the goodwill of its suppliers,
customers and others with whom business relationships exist;
provided that nothing in this clause (i) shall permit Olmsted to
make or agree to make any increase in compensation, or take any
other action with respect to employees, suppliers or customers,
which is inconsistent with present policies and practices of
Olmsted or with any other provisions of this Agreement;
(j) Except as otherwise contemplated by this Agreement,
Olmsted will not adopt or amend in any material respect any
Olmsted Plan or Compensation Commitment;
(k) Olmsted shall not enter into or approve any Olmsted
Agreement to which an Insider is a party;
(l) Olmsted will not reorganize, restructure,
recapitalize, liquidate or file a voluntary petition in
bankruptcy; and
(m) Olmsted will not agree, whether in writing or
otherwise, to do any of the foregoing.
6.6 Consents; Cooperation. Subject to the terms and
conditions hereof, Olmsted and Acquiror will use their respective
best efforts at their own expense:
(i) to obtain prior to the earlier of the date
required (if so required) or the Closing Date, all waivers,
permits, licenses, approvals, authorizations, qualifications,
orders and consents of all third parties and governmental
authorities, and make all filings and registrations with
governmental authorities which are required on their respective
parts for (A) the consummation of the transactions contemplated
by this Agreement, (B) the ownership or leasing and operating
after the Closing by the Acquiror of all its properties and (C)
the conduct after the Closing by the Acquiror of its business and
the business of Olmsted as conducted on the date hereof;
(ii) to defend, consistent with applicable
principles and requirements of law, any lawsuit or other legal
proceedings, whether judicial or administrative, whether brought
derivatively or on behalf of third parties (including
governmental authorities) challenging this Agreement or the
transactions contemplated hereby and thereby; and
22<PAGE>
(iii) to furnish each other such information and
assistance as may reasonably be requested in connection with the
foregoing.
Acquiror, on the one hand, and Olmsted, on the other hand, will,
to the extent permitted by applicable requirements of law, supply
each other with copies of all correspondence, filings or written
communications between Acquiror, Olmsted or their respective
representatives and any governmental authority or members of
their respective staffs with respect to this Agreement and the
transactions contemplated hereby and thereby.
6.7 Additional Agreements. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees
to use its best efforts at its own expense to take, or cause to
be taken, all action and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions
contemplated by this Agreement (including, without limitation,
furnishing any audited Financial Statements required to be
compiled and filed with the Securities and Exchange Commission);
provided, however, that Acquiror shall not be required to take
any such actions pursuant to this Section 6.7 if such actions
would, in the sole judgment of Acquiror, have a material adverse
effect on the business, condition (financial or otherwise)
results of operations or prospects of Olmsted or of Acquiror.
6.8 Interim Financial Statements. Olmsted statements
of monthly operating results.
6.9 Notification of Certain Matters. Between the date
hereof and the Effective Time, Olmsted will give prompt notice in
writing to Acquiror of: (i) any information that indicates that
any representation and warranty contained herein was not true and
correct as of the date hereof or will not be true and correct as
of the Effective Time, (ii) the occurrence of any event which
will result, or has a reasonable prospect of resulting, in the
failure to satisfy a condition specified in Article 7 hereof,
(iii) any notice or other communication from any third party
alleging that the consent of such third party is or may be
required in connection with the transactions contemplated by this
Agreement, and (iv) any notice of, or other communication
relating to, any default or event which, with notice or lapse of
time or both, would become a default under any Olmsted Agreement.
Olmsted will (x) promptly advise Acquiror of any material adverse
change in the business, assets, liabilities, financial condition,
results of operations or prospects of Olmsted, (y) confer on a
regular and frequent basis with one or more designated
representatives of Acquiror to report operational matters and to
report the general status of ongoing operations, and (z) notify
Acquiror of any emergency or other change in the normal course of
business or in the operation of the properties of Olmsted and of
any governmental complaints, investigations or hearings (or
communications indicating that the same may be contemplated) or
adjudicatory proceedings involving any property of Olmsted, and
will
23<PAGE>
keep Acquiror fully informed of such events and permit Acquiror's
representatives access to all materials prepared in connection
therewith.
ARTICLE 7
CONDITIONS TO THE OBLIGATIONS OF ACQUIROR AND MERGERCO
The obligations of Acquiror and MergerCo to consummate
the Closing and effect the Merger shall be subject to the
satisfaction, at or prior to the Closing, of each of the
following conditions, each of which may be waived by Acquiror and
MergerCo as provided herein except as otherwise required by
applicable law:
7.1 Representations; Agreements; Covenants. Each of
the representations of Olmsted contained in this Agreement shall
be true and correct in all respects as of the date hereof and
(having been deemed to have been made again at and as of the
Closing) shall be true and correct in all material respects as of
the Closing. Each obligation of Olmsted under this Agreement
required to be performed by it at or prior to the Closing shall
have been duly performed and complied with in all respects as of
the Closing.
7.2 Authorization of Merger, Consents. All corporate
action necessary to authorize the execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby and thereby, shall have been
duly and validly taken by Olmsted. Acquiror shall have received
resolutions of Olmsted's Board of Directors and stockholders,
certified by the Secretary of Olmsted, authorizing such actions.
All notices to, and declarations, filings and registrations with,
and consents, authorizations, approvals and waivers from,
governmental and regulatory bodies required to consummate the
transactions contemplated hereby and all consents or waivers
which are referred to in Schedule 4.4 hereto shall have been made
or obtained.
7.3 Absence of Litigation. No order, stay, judgment or
decree shall have been issued and be in effect by any court
restraining or prohibiting the consummation of the transactions
contemplated hereby. No action, suit or proceeding before any
court or any governmental or regulatory body shall be pending (or
threatened by any governmental or regulatory body), and no
investigation by any governmental or regulatory body shall have
been commenced (and be pending) seeking to restrain or prohibit
(or questioning the validity or legality of) the consummation of
the transactions contemplated by this Agreement or seeking
material damages in connection therewith which Acquiror, in good
faith and with the advice of counsel, believes makes it
undesirable to proceed with the consummation of the transactions
contemplated hereby.
24<PAGE>
7.4 Dissenting Shareholders. The aggregate number of
shares of Olmsted Stock covered by written demands for appraisal
duly filed with Olmsted by dissenting shareholders in accordance
with the Michigan Corporation Law shall not be entitled to
receive in excess of 400,000 shares of Acquiror Common Stock
prior to the Merger.
7.5 Options, Etc. Acquiror shall have received
assurances, satisfactory to it, that at and after the Closing
there shall not exist any security, option, warrant, right, call,
subscription, agreement, commitment, understanding or claim of
any kind, fixed or contingent, that directly or indirectly calls
for Olmsted to issue, deliver or sell, or to cause to be issued,
delivered or sold, any shares of the capital stock of Olmsted,
except for shares delivered pursuant to the Option, or obligating
Olmsted to grant, extend or enter into any of the foregoing.
7.6 Certificates. Olmsted shall have furnished
Acquiror with such certificates of its officers and others as
Acquiror may reasonably request to evidence compliance with the
conditions set forth in this Article 7.
7.7 Completion of a Versus Private Placement. The
consummation of the Merger is subject to the fulfillment of the
condition that Versus shall have raised, contingent upon the
consummation of this merger, at least $4,500,000, net of
commissions, from a private placement.
7.8 Employment Agreement. Gary Gaisser shall have
executed and delivered an Employment Agreement with Versus in
form and substance satisfactory to the Board of Directors of
Versus with a term of not less than six years.
ARTICLE 8
CONDITIONS TO THE OBLIGATIONS OF OLMSTED
The obligations of Olmsted to consummate the Closing
and effect the Merger shall be subject to the satisfaction, on or
prior to the Closing Date, of each of the following conditions,
each of which may be waived by Olmsted as provided herein except
as otherwise provided by law:
8.1 Representations and Warranties; Agreements. Each
of the representations and warranties of Acquiror contained in
this Agreement shall be true and correct in all respects as of
the date hereof and (having been deemed to have been made again
at and as of the Closing) shall be true and correct in all
material respects as of the Closing except for changes permitted
by this Agreement and each of the obligations Acquiror required
by this Agreement to be performed by it at or prior
25<PAGE>
to the Closing shall have been duly performed and complied with
in all material respects as of the Closing.
8.2 Authorization of the Merger; Consents. All
corporate action necessary to authorize the execution, delivery
and performance of this Agreement and the consummation of the
transactions contemplated thereby and hereby, shall have been
duly and validly taken by Acquiror and MergerCo. Olmsted shall
have received resolutions of Acquiror's and MergerCo's Board of
Directors and of its stockholders, each certified by the
Secretary of Acquiror or MergerCo respectively, authorizing such
actions.
8.3 Stockholders' Approval. The Stockholders of
Olmsted shall have approved of the Merger as required under
applicable law.
8.4 Absence of Litigation. No order, stay, judgment or
decree shall have been issued and be in effect by any court
restraining or prohibiting the consummation of the transactions
contemplated hereby.
8.5 Certificates. Acquiror and MergerCo shall have
furnished Olmsted with such certificates of their respective
officers and others to evidence compliance with the conditions
set forth in this Article 8 as may be reasonably requested by
Olmsted.
8.6 Completion of a Versus Private Placement. The
consummation of the Merger is subject to the fulfillment of the
condition that Versus shall have raised, contingent upon the
consummation of this merger, at least $4,500,000, net of
commissions, from a private placement.
ARTICLE 9
TERMINATION: ABANDONMENT OF MERGER
9.1 Termination by Either Acquiror or Olmsted. This
Agreement may be terminated and the Merger may be abandoned by
action of either the Board of Directors of Acquiror or of
Olmsted, before or after the approval of this Agreement by the
stockholders of the Acquiror or Olmsted, if the Merger shall not
have become effective prior to September 1, 1996 or such later
date as shall have been approved by the Boards of Directors of
both Acquiror and Olmsted.
26<PAGE>
9.2 Termination by Acquiror. This Agreement may be
terminated and the Merger may be abandoned at or prior to the
Effective Time, before or after the approval of this Agreement by
the stockholders of the Acquiror or Olmsted, by action of the
Board of Directors of Acquiror, if
(i) Acquiror shall have discovered any material
error, misstatement or omission in any of the representations or
warranties of Olmsted contained in this Agreement or Olmsted
shall have otherwise breached any such representation or
warranty, any such representation or warranty shall not be
correct or accurate in all material respects at and as of the
Closing Date with the same effect as if made at such time or
Olmsted shall have failed to comply in any respect with any of
the terms, covenants, conditions or agreements contained in this
Agreement to be complied with or performed by Olmsted at or prior
to the Closing; or
(ii) there shall have been any material adverse
change after September 30, 1995, in the financial condition,
properties, businesses, results of operations or prospects of
Olmsted, or any event shall have occurred which is likely to
result in any such change.
9.3 Termination by Olmsted. This Agreement may be
terminated at or prior to the Closing, before or after the
approval of this Agreement by the stockholders of the Acquiror or
Olmsted, by action of the Board of Directors of Olmsted, if
(i) Olmsted shall have discovered any material
error, misstatement or omission in any of the representations or
warranties of Acquiror contained herein or Acquiror shall have
otherwise breached in any material respect any such
representation or warranty, any such representation or warranty
shall not be correct or accurate in all material respects at and
as of the Closing with the same effect as if made at such time
(with such exceptions as are permitted by Section 8.1) or
Acquiror shall have failed to comply in any material respect with
any of the terms, covenants, conditions or agreements contained
in this Agreement to be complied with or performed by Acquiror at
or prior to the Closing; or
(ii) there shall have been any material adverse
change after October 31, 1995 in the financial condition,
properties, businesses, results of operations or prospects of
Acquiror or any event shall have occurred which is likely to
result in any such change.
9.4 Termination by Mutual Consent. This Agreement may
be terminated at any time prior to the Effective Time by the
mutual consent of Acquiror and Olmsted expressed by action of
their respective Boards of Directors.
27<PAGE>
ARTICLE 10
MISCELLANEOUS
10.1 Modification or Amendment. At any time prior to
the Effective Time, the parties hereto may, by written agreement,
make any modification or amendment of this Agreement approved by
their respective Boards of Directors; provided, however, that the
per share consideration to be received by holders of shares of
Olmsted Stock in the Merger, as set forth in Article 2 hereof,
shall not be amended or modified without the approval of such
holders at any time after such holders have approved this
Agreement. This Agreement shall not be modified or amended
except pursuant to an instrument in writing executed and
delivered on behalf of each of the parties hereto.
10.2 Waiver of Conditions. The conditions to each of
the parties' obligations to consummate the Merger are for the
sole benefit of such party and may be waived by such party in
whole or in part to the extent permitted by applicable law.
10.3 Payment of Expenses. Whether or not the Merger
shall be consummated, Acquiror shall pay all expenses incident to
preparing for, entering into and carrying out this Agreement and
the consummation of the Merger.
10.4 Survival. The agreements representations and
warranties of the parties contained in Section 2.3 hereof shall
survive the consummation of the Merger and the agreements of the
parties contained in Section 10.3 hereof shall survive the
termination of this Agreement.
10.5 Headings. The section headings herein are for
convenience of reference only, do not constitute part of this
Agreement and shall not be deemed to limit or otherwise affect
any of the provisions hereof.
10.6 Notices. All notices or other communications
required or permitted hereunder shall be given in writing and
shall be delivered or sent by registered or certified mail,
postage prepaid, as follows:
If to Olmsted:
Olmsted Engineering Co.
2320 Aero Park Court
Traverse City, MI 49686
with a copy to:
Rollert and MacNeal
28<PAGE>
216 Cass Street
P.O. Box 466
Traverse City, MI 49685-0466
ATT: John A. MacNeal, Esq.
If to Acquiror:
Versus Technology, Inc.
2320 Aero Park Court
Traverse City, MI 49686
with a copy to:
Dillon, Bitar & Luther
53 Maple Avenue
P.O. Box 398
Morristown, NJ 07963-0398
ATT: William F. Campbell, Esq.
or such other address as shall be furnished in writing by such
party, and any such notice or communication shall be effective
and be deemed to have been given as of three business days after
the date so delivered or mailed; provided, however, that any
notice or communication changing any of the addresses set forth
above shall be effective and deemed given only upon its receipt.
10.7 Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
permitted assigns, provided, however, that neither this Agreement
nor any of the rights, interests, or obligations hereunder may be
assigned by any of the parties hereto without the prior written
consent of the other parties.
10.8 Complete Agreement. This Agreement (including the
Schedules and Appendices hereto) contains the entire
understanding of the parties with respect to the transactions
contemplated hereby and supersedes all prior written or oral
commitments, arrangements or understandings with respect thereto.
There are no restrictions, agreements, promises, warranties,
covenants or undertakings other than those expressly set forth
herein.
10.9 Counterparts. This Agreement may be executed in
two or more counterparts all of which shall be considered one and
the same agreement and each of which shall be deemed an original.
10.10 Governing Law. This Agreement shall be governed
by the laws of the State of Michigan (regardless of the laws that
might be applicable under
29<PAGE>
principles of conflicts of law) as to all matters, including but
not limited to matters of validity, construction, effect and
performance.
10.11 Accounting Terms. All accounting terms used
herein which are not expressly defined in this Agreement shall
have the respective meanings given to them in accordance with
generally accepted accounting principles on the date hereof.
10.12 Certain Definitions. For purposes of this
Agreement:
(a) "best efforts" shall be deemed not to include
any obligation on the part of any person to undertake any
liabilities or perform any acts (except liabilities or
performance, other than any best efforts obligations, expressly
required to be undertaken by the terms of this Agreement) which
are materially burdensome to such person; provided, however, that
notwithstanding the foregoing, the term "best efforts" shall
include an obligation to take such actions which are normally
incident to or reasonably foreseeable in connection with the
transactions contemplated hereby;
(b) "Material Adverse Effect" shall mean any
change in, or effect on, the corporations (including the business
thereof) which is, or with reasonable probability might be,
materially adverse to the business, operations, assets, condition
(financial or otherwise) or prospects of the corporation;
(c) "person" shall mean an individual,
corporation, partnership, association, trust or any other
unincorporated organization or entity; and
(d) "best knowledge and belief" of a
corporation shall mean the actual and not implied knowledge of
the members of the board of directors of the corporation.
10.13 Severability. If any one or more of the
provisions of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Agreement shall not be affected
thereby. To the extent permitted by applicable law, each party
waives any provision of law which renders any provision of this
Agreement invalid, illegal or unenforceable in any respect.
10.14 Specific Performance. The Acquiror and Olmsted
recognize that any breach of the terms of this Agreement may give
rise to irreparable harm for which money damages would not be an
adequate remedy, and accordingly agree that, in addition to other
remedies, any non-breaching party shall be entitled to enforce
the terms of this Agreement by a decree of specific performance
without the necessity of proving the inadequacy as a remedy of
money damages.
30<PAGE>
IN WITNESS WHEREOF, Acquiror, MergerCo and Olmsted have
caused this Agreement and Plan of Merger to be duly executed as
of the day and year first above written.
VERSUS TECHNOLOGY, INC.
(Acquiror)
DEBRA A. BOYER
By:________________________________
Name: Debra A. Boyer
Title: Chief Financial Officer
Interact Incorporated
(MergerCo)
GARY T. GAISSER
By:________________________________
Name: Gary T. Gaisser
Title: Chairman
OLMSTED ENGINEERING CO.
(Olmsted)
HENRY TEMARVITZ
By:________________________________
Name: Henry Temarvitz
Title: President
31<PAGE>
Schedules
4.3 Agreements re: Stock
4.4 Consents, Waivers, Filings
4.6 Undisclosed Liabilities
4.8 Written Responses by Attorneys to Audit Inquiries
4.9 Property Interests
(a) Real Property
(b) Other Tangible Property
4.11 Accounts receivable
4.12 Intellectual Property
4.13 Material Changes Since September 30, 1995
4.14 Insurance
4.15 Olmsted Agreements
4.17 Key Employees, Olmsted Plans and Compensation
Commitments
4.18 Customers and Suppliers
4.20 Transactions with Insiders
[Certain information in schedules have been omitted pursuant to Item 2
of Instructions to Form 8-K and will be made available to the Commission
Staff upon its request.]
32<PAGE>
Schedule 4.3
[Listing of options]
<PAGE>
Schedule 4.4
None
<PAGE>
Schedule 4.6
Olmsted and Gary T. Gaisser are parties to litigation
pending in the Circuit Court for the County of Grand Traverse,
Michigan, Civil Action No. 96-14861-CZ.
<PAGE>
Schedule 4.8
[Listing of audit response letter and cross-reference to
Schedule 4.6]
<PAGE>
Schedule 4.9
As a tenant, Olmsted presently leases its corporate offices
and principal place of business, located at 2320 Aero Park Court,
Traverse City, Michigan, on a month to month basis. Olmsted has
signed a 5 year lease to become a tenant at a new location in
Traverse City, on Cass Road. The building at the new location is
not yet constructed. It is Olmsted's intent to remain at its
current location until the building to be constructed at the new
location is ready for occupancy.
Olmsted has no other interests in real property.
<PAGE>
Schedule 4.9(a)
Olmsted has granted to NBD Bank, N.A. a security interest
in all of Olmsted's assets to secure all obligations of Olmsted
to said bank.
<PAGE>
Schedule 4.9(b)
Olmsted has granted to NBD Bank, N.A. a security interest in
all of Olmsted's assets to secure all obligations of Olmsted to
said bank.
<PAGE>
Schedule 4.11
[listing of open accounts receivable]
<PAGE>
Schedule 4.12
- Olmsted has no patents or applications therefor
- Olmsted is the owner of the trademarks "ACU.CARV
R," and "The Moldmakers CAM Solutions TM." These
are federally registered. Olmsted also owns
"ACU.LINK TM," "ACU.CARV.ADS TM," and "ACU.TOOLS
TM "
- Olmsted claims copyright protection for all of
its computer software programs. None of its
copyrights is registered.
<PAGE>
Schedule 4.13
The compensation of Gary T. Gaisser for 1996 has been
increased by a cash bonus of approximately $50,000.00, which
partially compensates Mr. Gaisser for voluntary reductions in
salary he took during prior years.
<PAGE>
Schedule 4.14
[copies of insurance policies]
<PAGE>
Schedule 4.15
[listing of contracts]
<PAGE>
Schedule 4.17
(a) Olmsted "Key Employees" are:
Gary T. Gaisser - Chairman
Henry Tenarvitz - President
Gary Wittbrodt - Technical Director of Marketing
Ed Schmitt - Vice President of Engineering
(b) Olmsted maintains a Simplified Employee Pension Program
(SEP) with Merrill Lynch; a 1995 Goals and Incentive Plan; a
Management Incentive Plan effective October 1, 1995; a 1996 Goals
and Incentive Plan; and various employee welfare plans, such as a
medical insurance plan, holiday and vacation plans, a funeral
leave plan, personal sick day plan, severance pay, life insurance
plan, dental insurance plan, and the like all as more fully
described in the Olmsted Engineering Co. Personnel Policy Manual.
It is Olmsted's intent to establish a consolidated, amended and
restated Personnel Policy Manual to cover post-merger employee
benefits, consistent with benefits applicable to all post-merger
benefits of Versus employees.
(c) All other schedules attached to the Agreement and Plan of
Merger are incorporated herein.
<PAGE>
Schedule 4.18
[listing of supplies and customers]
<PAGE>
Schedule 4.20
1. The 5 year lease described in Schedule 4.9 is with a
Michigan limited liability company of which Gary T. Gaisser is a
principal member.
2. On May 23, 1996 Olmsted issued 7,500 shares of common
stock to Henry Tenarvitz, 7,500 such shares to Gary T. Gaisser,
7,500 such shares to Ed Schmitt, and 7,500 such shares to Gary
Witbrodt.
3. Versus is currently a sub-tenant of Olmsted with respect
to the office facilities used by Olmsted and Versus at 2320 Aero
Park Drive, Traverse City, Michigan.
<PAGE>
<PAGE>
Exhibit 99
_________________________________________________________________
NEWS RELEASE
_________________________________________________________________
Versus Technology, Inc. Completes Olmsted Engineering Co. Merger
TRAVERSE CITY, Mich., August 27/PRNewswire/--Versus Technology,
Inc. (Nasdaq Bulletin Board: VSTI) announced:
Versus Technology, Inc. announced today that it has acquired
Olmsted Engineering Co. through an exchange of 6 million shares
of its common stock. Both companies are based in Traverse City,
Michigan.
The acquisition followed a private offering, placed by BDS
Securities LLC, of New York, which successfully raised
approximately $5.5 million for Versus (at 50 cents per share).
Versus is a producer of patented infrared communication systems.
Its Traverse Tracing system (TTS) is used in hospitals to locate
physicians, caregivers, patients, and important equipment.
Olmsted Engineering Co. is a private company which has designed
and sold manufacturing software solutions in the Midwest for over
20 years and has acted as a consultant to Versus in connection
with Versus's Traverse Tracking System.
Versus has recently entered into an exclusive marketing agreement
with Marquette Medical Systems, of Milwaukee, Wisconsin, for the
distribution of the Traverse Tracking System in acute care
hospitals. Marquette Medical Systems had more than $500 million
in world-wide sales of medical monitoring equipment last year.
- - -0- 8-27-96
/CONTACT: Gary T. Gaisser, phone 616-946-6775, of Versus
Technology, Inc., Traverse City, Michigan/(VSTI)
<PAGE>
