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): December 7, 1999
DEFINITION, LTD.
(Exact Name of registrant as specified in its charter)
Nevada 0-20598 75-2293489
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(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File No.) Identification No.)
4625 West Nevso Drive, Suite 2, Las Vegas, NV 89103
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(Address of Principal/Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 702-257-2367
Index
Item 2. Acquisition or Disposition of Assets............1
Item 7. Financial Statements and Exhibits...............1
Item 2. Acquisition or Disposition of Assets.
On November 17, 1999, Definition, Ltd. entered into an agreement with Turner
Productions, Inc., William Turner, and Jan Orazio to sell its television
station with call letters WINQ TV 19, West Palm Beach, Florida, effective
June 30, 1999. A copy of the agreement is attached as Exhibit 2.
Item 7. Financial Statements and Exhibits
Financial Statements required by this item will be filed no later than 60 days
after the date of the initial report on Form 8-K must be filed. The financial
statements will be filed as part of the Company's annual form 10-KSB.
EXHIBITS
Exhibit 2. Plan of Disposition of Assets.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Definition, Ltd.
_____________________________
/s/ Charles Kiefner, Chairman
Dated: December 7, 1999
Exhibit 2.
AGREEMENT
THIS AGREEMENT, made and entered into this 17TH day of November, 1999, by
and between DEFINITION, LTD., INC., a Nevada corporation, with offices at
238 Wilshire Blvd., Suite 149, Casselberry, Florida 32707, (hereinafter
called the "TRANSFEROR"), which owns a subsidiary corporation called
DEFINITION TECHNOLOGIES, INC., a Texas corporation, with offices at 1334
South Killian Drive, Suite 3 and 4, Lake Park, Florida 33403, (also
designated the "TRANSFEROR"), and TURNER PRODUCTIONS, INC., a Florida
corporation, with offices at 2425 Presidential Way, Suite 1805, West Palm
Beach, Florida 33401 (hereinafter called the "TRANSFEREE"), and WILLIAM
TURNER, a natural person and a Florida resident, (hereinafter called
"TRANSFEREE `X'"), and JAN ORAZIO, a natural person and a Florida resident,
(hereinafter called "TRANSFEREE `Y'"), collectively called "ALL TRANSFEREES".
WHEREAS, TRANSFEROR owns and operates a low power television station with call
letters WINQ TV 19 in West Palm Beach, Florida; and,
WHEREAS, TRANSFEROR owns and operates a production facility, transmitter,
antenna, Lodestar Tower, microwave links, production facility equipment, and
relevant air time for WINQ TV 19, West Palm Beach, and other related assets
as listed on Exhibits A and B, attached hereto; and,
WHEREAS, TRANSFEROR wishes to transfer those certain assets listed on Exhibits
A and B attached hereto (the "Assets"), to TRANSFEREE, TURNER PRODUCTIONS,
INC., in repayment in full of certain loans and benefits valued at more than
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) made on behalf of TRANSFEREE by
TRANSFEREE'S incorporator, William B. Turner, a natural person and a West
Palm Beach, Florida, resident; and,
WHEREAS, TRANSFEROR wishes to transfer certain stock described as FIFTY
THOUSAND (50,000) SHARES OF DEFINITION, LTD., INC. COMMON STOCK with a par
value of $0.001 cents per share to TRANSFEREE `X', as payment for services
rendered to Transferor; and,
WHEREAS TRANSFEROR wishes to transfer certain stock described as ONE
HUNDRED THOUSAND (100,000) SHARES OF DEFINITION, LTD., INC. COMMON STOCK with
a par value of $0.001 cents per share to TRANSFEREE `Y', as payment for
services rendered; and,
WHEREAS, TRANSFEROR wishes to make said transfer, and has complete authority
and title to do so, and ALL TRANSFEREES agree to accept said transfers of
Assets and Stock,
NOW THEREFORE, for and in consideration of the premises and promises,
covenants, and conditions hereinafter provided under this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the parties, the parties agree as follows:
1. Recitals. The above Recitals are true and correct.
2. Tangible Assets Being Transferred. TRANSFEROR warrants and represents that
it owns the Assets, has good and marketable title to the Assets, free of all
liens, mortgages, security interests, and any and all encumbrances
whatsoever, and which not cause or suffer any liens, mortgages, security
interests, or encumbrances to be put on the Assets. TRANSFEROR also warrants
and represents that it has been duly and validly authorized to make, execute
and perform this Agreement and said transfer to TRANSFEREE, as evidenced by
the corporate resolution attached hereto as Exhibit C. Assets are to be
transferred in their "as is" condition, provided that the Assets are in good
and working condition at closing. The parties hereby agree that the purchase
value of the Assets is TWO HUNDRED THOUSAND DOLLARS ($200,000.00), together
with additional consideration in the form of Stock.
a. No Information or Product Warranties. Transferor makes no representations
or warranties concerning the completeness or accuracy of any information
related to the Assets which may have been disclosed to All Transferees.
Such information is provided to All Transferees on an absolute "AS IS" basis.
Without limiting the foregoing, Transferor makes no representations or
warranties concerning i) the functionality or performance of the Assets,
ii) the existence, satisfaction or stability of a customer or prospect base
of the Transferor, or iii) the prospective revenues, profits, or business to
be derived by All Transferees from its use and ownership of the Assets or
otherwise arising out of this Agreement.
b. Each party expressly disclaims all other warranties, express or implied,
including without limitation any implied warranties or conditions of
merchantability, fitness for a particular purpose or use or against
infringement, or arising by statute, law or trade dealing or usage, all of
which are expressly excluded, overridden and disclaimed.
c. In addition, Transferor makes no representations or warranties concerning
the future revenue or other business benefits which may or may not be realized
by All Transferees in connection with the transfer of the Assets or other
transactions contemplated herein.
3. Stock Being Transferred. TRANSFEROR warrants and represents that it has
the right to issue the Stock described in the Recitals ( the "Stock"), and has
full authority to make the transfers of the Stock described in the Recitals,
as evidenced by its Corporate Certificate attached hereto as Exhibit D.
TRANSFEROR agrees to issue to TRANSFEREE `X' in TRANSFEREE'S name, WILLIAM
B. TURNER, a total of FIFTY THOUSAND (50,000) shares of restricted common
stock in Definition, Ltd., Inc., with a par value of $0.001 cents per share.
TRANSFEROR agrees to issue to TRANSFEREE `Y' in TRANSFEREE'S name, JAN
ORAZIO, a total of ONE HUNDRED THOUSAND (100,000) shares of restricted common
stock in Definition, Ltd., Inc., with a par value of $0.001 cents per share.
TRANSFEREE "X" and TRANSFEREE "Y" acknowledge that the Stock is restricted
stock, as that term is defined in Rule 144 ("Rule 144") of the Securities Act of
1933 (the "Securities Act"), and that the minimum holding period for the Stock
is one year from the date of transfer of the Stock from the issuer to the
applicable Transferees. TRANSFEREE "X" and TRANSFEREE "Y" acknowledge that
a) each is accepting the Stock as payment for the Services previously
rendered, and b) each is acquiring the Stock for his or her own respective
accounts and not with a view to, or for sale in connection with any
distribution thereof, and c) each has fully considered the business,
investment, and other risks surrounding the acquiring of the Stock.
a. All Transferees acknowledge that the Transferor is under no obligation
to register or seek an exemption under any Federal and/or State Securities
Acts for any disposition or purchase of this Agreement and the underlying
derivative securities, unless it must do so under the applicable Federal
and/or State Securities laws.
b. All Transferees acknowledge that they have such knowledge and experience
in financial and business matters, and are capable of evaluating the merits
and risks of this Agreement, and of making an informed decision regarding
this Agreement and the underlying derivative securities. All Transferees
agree to indemnify and hold harmless Transferor from and against any and all
loss, damage or liability due to or arising out of a breach of any
representation, warranty, or acknowledgment of All Transferees contained in
this Agreement.
TRANSFEROR hereby represents, warrants and agrees to and with TRANSFEREE "X"
and TRANSFEREE "Y" that:
i) Upon Closing contemplated by this Agreement, and the performance
by the TRANSFEREES of the obligations and conditions of this Agreement,
the full purchase price or other consideration for the Stock to be paid by
TRANSFEREE "X" and TRANSFEREE "Y" will have been paid in full; and
ii) TRANSFEROR will comply at all times with the requirements of
Rule 144 in making available adequate current public information with respect
to the TRANSFEROR within the meaning of Rule 144 and the Securities Exchange
Act of 1934 (the "Exchange Act"), including, without limitation, promptly
providing copies of such information to the TRANSFEREES upon their written
request therefor; and, further agrees to use its best efforts to file with
the Securities and Exchange Commission in a timely manner all reports and
other documents required of the TRANSFEROR under the Securities Act and the
Exchange Act; and
iii) Subject to applicable Federal and/or State Securities laws and
Transferees providing such information as required by Counsel for Transferor,
TRANSFEROR agrees that, on and after the Stock Exchange Date (as that term
is hereinafter defined), TRANSFEROR will, upon the written request of either
TRANSFEREE, issue a replacement Stock certificate, without a restrictive
legend, upon the delivery to the TRANSFEROR of the original Stock certificate
delivered to such TRANSFEREE at the Closing contemplated by this Agreement.
"Stock Exchange Date" as used herein means: a) in connection with a proposed
sale of the Stock which is in compliance with the requirements of Rule 144,
that date which is one year from the date of delivery of the Stock to
TRANSFEREE "X" or TRANSFEREE "Y", as applicable; and b) otherwise, that date
which is two years from the date of delivery of the Stock to TRANSFEREE "X"
or TRANSFEREE "Y", as applicable; and
iv) TRANSFEROR agrees to cooperate with the TRANSFEREES in connection
with any sales of the Stock after the Stock Exchange Date.
4. Rights to Air Time. TRANSFEROR agrees to execute all necessary and
required documents and governmental permits or whatever else is required to
effectuate the transfer and/or assignment of any Relevant Air Time which is
currently available to WINQ TV 19, Definition, Ltd., Inc., or Definition
Technologies, Inc., to TRANSFEREE, TURNER PRODUCTIONS, INC.
5. Indemnification of ALL TRANSFEREES. ALL TRANSFEREES are not subject
to any liabilities incurred by or caused by TRANSFEROR, either prior to or
subsequent to closing of this contemplated transfer, except in connection
with prior services rendered to Definition Technologies, Inc. TRANSFEROR
covenants and agrees to save, defend, indemnify and hold harmless ALL
TRANSFEREES from any damages, loss, injury of any kind, or expense including
attorneys fees, as a result of any and all actions, suits, claims, or legal,
administrative, arbitration, governmental or other proceedings or
investigations or any and all claims by creditors of TRANSFEROR or any
governmental entity, either prior to, and/or surviving closing of this
transfer.
6. Satisfaction of All Claims. Upon said transfer of Assets and Stock to
ALL TRANSFEREES, WILLIAM B. TURNER, personally, JAN ORAZIO, personally, and
TURNER PRODUCTIONS, INC., shall deliver to TRANSFEROR a release, disclaimer
and satisfaction of all obligations between the parties, excluding, however,
claims relating to the obligations of TRANSFEROR under this Agreement.
7. Closing Date. Said transfer shall take place at the Law Office of Robin
Roshkind, P.A., 515 N. Flagler Dr. Suite 300P, West Palm Beach, Florida
33401 on or before December 24, 1999.
8. Documents Due at Closing From TRANSFEROR. At Closing TRANSFEROR shall
deliver to TRANSFEREES the following documents:
A. Corporate resolutions and Corporate Certificates authorizing the transfer of
the Assets and the Stock;
B. Stock Certificates issued in name of the TRANSFEREES;
C. Assignment of rights to Relevant Air Time;
D. An opinion by Counsel for TRANSFEROR to state that the a) transactions
contemplated by this Agreement have been duly authorized by the TRANSFEROR;
b) the documents being delivered at closing have been authorized by all
appropriate corporate action of the TRANSFEROR; and c) the issuance of the
Stock has been duly authorized by all appropriate corporate action and that
the shares evidenced by the Stock certificates are fully paid and
non-assessable, and upon delivery of the Stock to TRANSFEREES `X' and `Y',
these TRANSFEREES will acquire the ownership rights to the Stock free of all
adverse claims and dilution;
E. Original release from the TRANSFEROR, releasing the TRANSFEREE and
TRANSFEREE "X" AND TRANSFEREE "Y" from any and all claims that the TRANSFEROR
may have had against either party, excluding, however, claims relating to
the obligations of ALL TRANSFEREES under this Agreement;
F. Executed Bill of Sale Absolute for the Assets containing a general warranty
of title and transferring good and marketable title to each Asset to TRANSFEREE,
such document to be in form and substance satisfactory to TRANSFEREE and
TRANSFEREE'S Counsel; and,
G. Originals or copies of all warranties, instructions, manuals, and other
documents in the possession of TRANSFEROR relating to any of the Assets.
9. Documents Due At Closing From TRANSFEREES. At Closing, TRANSFEREES
shall deliver to TRANSFEROR the following documents:
A. Original Satisfaction from WILLIAM B. TURNER and JAN ORAZIO, evidencing
the satisfaction and repayment in full of all Loans and Services.
B. Original Release from TRANSFEREE, releasing the TRANSFEROR from any
claims that it may have had against TRANSFEROR, excluding, however, claims
relating to the obligations of TRANSFEROR under this Agreement.
10. Further Assurances. After closing, the parties shall cooperate with each
other, at their own costs, to execute and deliver such other instruments or
information or take such other action as the requesting party may reasonably
request to carry out the transfers and repayments contemplated herein.
11. No Violations. TRANSFEROR hereby represents and warrants that neither
execution nor delivery of this Agreement nor the consummation of the provisions
herein stated will constitute a violation of TRANSFEROR'S articles or bylaws;
constitute a default under any contract, agreement, or instrument to which
TRANSFEROR is a party or to which TRANSFEROR'S assets may be bound;
constitute a violation of any order, writ, statute, rule, or regulation by
which TRANSFEROR may be bound; or in any negative way effect TRANSFEROR'S
rights to said Assets and Relevant Air Time, and Stock to TRANSFEREES as
contemplated in this Agreement.
12. Survival. All representations and warranties and indemnifications herein
provided shall survive Closing and remain in full force and effect for the
period prescribed in the applicable statutes of limitation in which the
parties may bring an action against the party or parties for whose benefit
the representation warranty, or indemnification was made.
13. Expenses. Each party shall bear the costs and attorneys fees incurred
by it in the negotiating and carrying out this Agreement. Notwithstanding
the foregoing, in the event that either party breaches any provision of this
Agreement, the breaching party shall be responsible for all the costs and
expenses including attorneys fees, incurred by the non breaching party
enforcing its rights and benefits conferred by this Agreement.
14. Effective Date. The "Effective Date" for the transactions contemplated
by this Agreement shall be as of June 30, 1999.
15. Real Property. This transaction does not include any transfer of real
estate or rental leases which apply or may apply to the current premises
where WINQ TV 19 is located.
16. Corporate names and intellectual property. TRANSFEROR and TRANSFEREES
agree that TRANSFEROR has not transferred, and has not included as part of
the Assets, and will maintain for its own exclusive use and ownership the
corporate names of "Definition, Ltd., Inc." and "Definition Technologies,
Inc." and their associated intellectual properties. However, TRANSFEROR
acknowledges the transfer of all its current, local, telephone numbers and
facsimile numbers, along with the call letters of WINQ TV 19 to TRANSFEREE,
for TRANSFEREE"S exclusive use and possession hereinafter the date of
execution of this Agreement.
17. Miscellaneous Provisions.
A. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their respective heirs, successors, and personal
representatives, and permitted assigns. No other person or entity is
intended to benefit from or has any right to enforce any provision of this
Agreement.
B. This Agreement shall be construed and interpreted in accordance with the
laws of the State of Florida, without regard to choice of law principles.
The parties hereby submit to the jurisdiction of the Florida courts and
Federal courts located in Palm Beach County in the event of legal proceedings
to enforce provisions of this Agreement. The parties hereby waive any
defense to any action on this Agreement in Florida courts and the Federal
courts located in Florida based upon lack of personal jurisdiction and waive
any defense to any action on this Agreement in Palm Beach County, Florida, or
the Federal District Court for the Southern District of Florida, based upon
improper venue or forum non conveniens.
C. All exhibits attached hereto are incorporated by reference and become
part of the Agreement.
D. Written notice to any party, where notice is required, shall be sent to the
parties at the following addresses:
DEFINITION, LTD., and DEFINITION TECHNOLOGIES, INC.:
Contact: Donna Anderson, CEO
797 N. High Road
Palm Springs, California 92262
TURNER PRODUCTIONS, INC., and WILLIAM B. TURNER:
Contact: William Turner, CEO
2425 Presidential Way #1805
West Palm Beach, Florida 33401
JAN ORAZIO, President
WINQ TV 19
1334 S. Killian Drive #3
Lake Park, Florida 33403
with a copy to: and
ROBIN ROSHKIND, P.A. Charles Cleveland, Esquire
515 N. Flagler Dr. Suite 300P 1212 N. Washington Suite 304
Northbridge Center Rock Point Center
West Palm Beach, Fl. 33401 Spokane, Washington 99201
The parties must notify the others in writing of any change of address.
E. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, such defect shall not effect the other provisions which shall
remain in full force and effect.
F. This Agreement, together with the Exhibits attached hereto, constitutes the
entire agreement between the parties and supercedes all oral and written
agreements among the parties. No party may waive any provision of this
Agreement except in writing. This Agreement may only be amended or modified
by written agreement signed by the parties hereto.
G. Any party's failure to insist upon strict performance of the provisions of
this Agreement shall not constitute or be construed as a waiver of rights.
H. The parties hereto acknowledge and agree that William B.Turner and Turner
Productions, Inc. have retained the Law Firm of Robin Roshkind, P.A. for
preparation of this final Agreement. The parties hereto hereby acknowledge
and agree that each has had equal bargaining strength; each has actively
participated in the drafting and preparation and negotiation of this
Agreement; each party has had the opportunity to have the Agreement reviewed
by independent legal counsel of their choice, and other professional
advisors; that no tax advice has been given by the Law Firm of Robin Roshkind,
P.A.; and the rule of construction in resolving ambiguities against the
drafting party shall not apply to this Agreement.
I. This Agreement may be executed in two (2) or more counterparts, including
facsimile counterparts, each of which shall constitute an original,
all of which together shall constitute one and the same Agreement.
J. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the undersigned have freely and voluntarily executed
this Agreement on the date first written above.
Signed sealed and delivered in the presence of:
____________________________________ DEFINITION, LTD., INC.
Witness
____________________________________ _____________________________
Witness BY: CHARLES KIEFNER
____________________________________
Witness DEFINITION, LTD., INC.
____________________________
BY: DONNA ANDERSON, CEO
____________________________________
Witness
____________________________________
WITNESS TURNER PRODUCTIONS, INC.
___________________________________
WITNESS
_______________________________
BY: WILLIAM B. TURNER, CEO
___________________________________
WITNESS
DEFINITION TECHNOLOGIES, INC.
___________________________________
WITNESS
________________________________
BY: JAN ORAZIO
____________________________________
WITNESS WILLIAM B. TURNER, personally
____________________________________
____________________________________
WITNESS
____________________________________
WITNESS
JAN ORAZIO, personally
_________________________________
____________________________________
WITNESS
