<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 28, 1999
MORROW SNOWBOARDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 0-27002 93-1011046
(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
2600 PRINGLE ROAD, S.E.
SALEM, OR 97302
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(503) 375-9300
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
1
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ITEM 5. OTHER EVENTS.
FINAL ORDER DISMISSING INVOLUNTARY PETITION UNDER CHAPTER 7 BANKRUPTCY.
As previously reported by the Company, on March 30, 1999, certain of the
Company's trade creditors filed an involuntary petition for relief under
Chapter 7 of the United States Bankruptcy Code (Involuntary Petition) in the
United States Bankruptcy Court for the District of Oregon (No.
699-61663-fra7). The Bankruptcy Court has entered an order dismissing the
Involuntary Petition, which order became final on June 28, 1999.
PAYMENT AGREEMENT
The Company has entered into a Payment Agreement with the creditors that
filed the Involuntary Petition. In general, under the terms of the Payment
Agreement, creditors holding undisputed, non-contingent, liquidated claims
against the Company (approximately $2.4 million in the aggregate) will
receive payments from the Company as follows: $250,000 within 60 days after
an order dismissing the Involuntary Petition becomes final ("Initial Creditor
Payment"); $200,000 each calendar quarter after the first payment is made;
and the remaining unpaid balance of such claims, without interest, all due
and payable in one year. Such payments will be secured by a lien against the
Company's improved real property located in Salem, Oregon, subject to a
senior lien to secure financing for the Company up to a maximum amount of
$500,000 which may be increased to $750,000 if the $250,000 initial payment
is timely made to such creditors. Alternatively, at the Company's option,
such creditors will receive payments of 85% of the amount of their claims, in
full satisfaction, within 60 days after an order dismissing the Involuntary
Petition becomes final. The settlement was submitted to the Company's
creditors and entered into by over 90% of the Company's creditors (by number
and dollar amount of claims) with undisputed claims. Most, but not all
creditors, would be covered by the settlement.
The Company does not currently have the funds to make the initial $250,000
payment under the Payment Agreement and there is no assurance it will obtain
the funds before such payment is due. If this payment is not made, the
Company may be required to sell certain of its assets and/ or business lines
and/or raise additional capital to satisfy such creditors, and, alternately,
subject to the Payment Agreement, such creditors may take action to foreclose
on such lien and otherwise recover the amounts owing, including instituting
another bankruptcy filing.
PRINCIPAL SHAREHOLDER; POTENTIAL CONTROL AND INFLUENCE
As reported in the Company's Current Report on Form 8-K dated April 27, 1999,
for a twelve-month period following the dismissal of the Involuntary Petition
and, subject to certain conditions being met, Capitol Bay Management, Inc.
(Capitol Bay) may elect to convert $500,000 of a current loan into two
million shares of Morrow Common Stock (as presently constituted). Capitol Bay
currently holds 180,400 shares, or 2.92% of the outstanding shares of the
Company's Common Stock. On July 9, l999, the Company's Board of Directors
determined that such conditions had been met to allow the conversion of the
loan and also authorized the sale of an additional 1,000,000 shares of the
Company's Common Stock at $.25 per share to Capitol Bay, subject to the
proceeds being applied to the Initial Creditor Payment discussed under the
Payment Agreement above. If Capitol Bay elects to convert such loan into two
million shares, it will own 26.67% of the outstanding shares of the Company's
Common Stock: if Capitol Bay elects to purchase the 1,000,000 shares, it will
own 16.45% of the outstanding shares of the Company's Common Stock; and, if
Capitol Bay elects to both convert the loan and purchase the 1,000,000
shares, it will own 34.66% of the outstanding shares of the Company's Common
Stock. If Capitol Bay acquires 34.66% of the outstanding shares, it may have
sufficient voting power to control matters submitted to the Company's
shareholders for approval, including the election of the Company's Board of
Directors. Even at lower ownership levels, Capitol Bay may be able to
significantly influence shareholder action. Capitol Bay's address is 2424
Roseville Drive, Roseville, CA 95661.
2
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SAFE HARBOR
Statements in this report are made pursuant to the Safe Harbor provisions of
the Private Securities Litigation Reform Act of 1995. Investors are cautioned
that such forward looking statements involve risks and uncertainties,
including without limitation the continuing cooperation of the Company's
secured lender, Capitol Bay, adequacy of available working capital,
continuing forbearance by Capitol Bay and other creditors, and Morrow's
ability to consummate a financing and/or other transactions to allow it to
continue operations.
3
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Salem, State of Oregon, on July 12, 1999.
MORROW SNOWBOARDS, INC.
By:
P. Blair Mullin
PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL EXECUTIVE, FINANCIAL AND
ACCOUNTING OFFICER)
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Document Description
- ----------- --------------------
<C> <S>
10.1 Payment Agreement effective June 17, 1999 among Morrow
Snowboards, Inc., certain Petitioning Creditors named therein
and Robert K. Morrow, Inc., a Disbursing Agent for the
Petitioning Creditors.
</TABLE>
4
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PAYMENT AGREEMENT
EFFECTIVE: June 17, 1999
AMONG: Morrow Snowboards, Inc. ("Morrow")
AND: CRB Manufacturing, Inc.
Brown & Dunton, Inc.
Triax Metal Products, Inc.
Ameri-Tool Industries, Inc.
Edge Tech, Inc. (collectively, the
Classic Print Products, Inc. "Petitioning Creditors")
AND: Robert K. Morrow, Inc. ("RKMI")
RECITALS:
I. On March 30, 1999, CRB Manufacturing, Inc., Brown & Dunton, Inc. and
Triax Metal Products, Inc. filed an involuntary petition (the "Petition") under
Chapter 7 of the United States Bankruptcy Code against Morrow in the United
States Bankruptcy Court for the District of Oregon, entitled IN RE MORROW
SNOWBOARDS, INC., Case No. 699-61663-fra7. Ameri-Tool Industries, Inc., Edge
Tech, Inc., and Classic Print Products, Inc. joined in the Petition on April 7,
1999.
A. On May 24, 1999, Morrow and the Petitioning Creditors filed
with the Bankruptcy Court a Joint Motion to Dismiss Involuntary Petition based
on an out-of-court workout involving the undisputed, non-contingent, liquidated
claims of the Petitioning Creditors and of such other creditors of Morrow who
affirmatively voted to accept the terms of the workout. By order entered by the
Bankruptcy Court on June 17, 1999, the Petition was dismissed (the "Dismissal
Order").
B. The Petitioning Creditors hold undisputed, non-contingent,
liquidated claims against Morrow in the following amounts:
CRB Manufacturing, Inc. $156,889.20
Brown & Dunton, Inc. 41,823.84
Triax Metal Products, Inc. 26,485.63
Ameri-Tool Industries, Inc. 162,386.37
Edge Tech, Inc. 41,433,10
Classic Print Products, Inc. 96,972.31
C. The creditors listed in Exhibit A attached hereto (each a
"Participating Creditor") hold undisputed, non-contingent,
<PAGE>
liquidated claims against Morrow in the amounts set forth therein, and have
affirmatively voted to accept the terms of the workout. (The Petitioning
Creditors and the Participating Creditors are hereinafter collectively
referred to as the "Creditors", and the claims listed in Exhibit A attached
hereto and in Recital C above are hereinafter collectively referred to as the
"Claims.")
D. Morrow and the Petitioning Creditors wish to document the
terms of the workout as set forth in this Payment Agreement (this "Agreement").
E. Morrow wishes to designate RKMI as its disbursing agent for
purposes of distributing to the Creditors all sums that are required to be
distributed to them under the provisions of this Agreement, in accordance with
the subject to the terms and conditions specified in this Agreement (RKMI acting
in its capacity as such disbursing agent for Morrow is hereinafter referred to
as the "Disbursing Agent").
F. As security for the obligations of Morrow hereunder, Morrow is
executing and delivering to RKMI, on behalf of and for the ratable benefit of
the Creditors, a trust deed in the form attached hereto as Exhibit B (the "Trust
Deed"), and the Petitioning Creditors wish to designate RKMI as their collateral
agent for purposes of enforcing the Creditors' rights under the provisions of
the Trust Deed, in accordance with and subject to the terms and conditions
specified in the Trust Deed and this Agreement. (RKMI acting in its capacity as
collateral agent for the Petitioning Creditors is hereinafter referred to as the
"Collateral Agent").
G. RKMI is willing to act as Disbursing Agent and as Collateral
Agent, in accordance with and subject to the terms and conditions specified in
this Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
AGREEMENT:
1. DEFINED TERMS. As used herein, the terms defined in, or by
reference in, the Preamble and Recitals hereof shall have the meanings therein
indicated, and the following terms shall have the following meanings:
"Collateral" shall mean the real property specified in the
Trust Deed.
"Business Day" shall mean a day other than a Saturday, Sunday
or other day on which commercial banks in Salem, Oregon are authorized or
required by law to close.
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2. PAYMENTS BY MORROW.
(a) Morrow shall make the following payments to the
Disbursing Agent for disbursement to the Creditors as set forth in this
Agreement:
(i) $250,000 on or before August 27, 1999;
(ii) $200,000 on the first Business Day which is
no more than ninety (90) days after the first payment is made and on the first
Business Day after each ninety (90) day period thereafter; and
(iii) The remaining unpaid balance of the Claims,
exclusive of interest accrued thereon since April 1, 1999, all due and payable
on the earlier of (i) closing of the sale or refinance of the Collateral (other
than a refinance of Permissible Senior Indebtedness), or (ii) June 28, 2000
(provided that upon default by Morrow, all interest that accrues on the Claims
on or after April 1, 1999, as well as the underlying Claims, will become
immediately due and payable).
(b) Alternatively, at Morrow's option, Morrow shall pay
to the Disbursing Agent, for disbursement to the Creditors as set forth in this
Agreement, a single payment equal to eighty-five percent (85%) of the aggregate
amount of the Claims on or before August 27, 1999.
(c) Subject to Morrow's performance of its other obligations
under this Agreement and the Trust Deed, Morrow's timely payment (subject to any
applicable notice and cure periods) of all amounts required to be paid under
either alternative (a) or (b) of this Paragraph 2 shall fully and completely
satisfy all obligations of Morrow in respect of the Claims.
(d) So long as Morrow is not in default under this
Agreement or the Trust Deed, and subject to the provisions of Paragraphs 8 and
9, all payments received by the Disbursing Agent under this Paragraph 2 shall be
distributed by the Disbursing Agent to Creditors, ratably according to the
Claims of such Creditors.
3. PAYMENT OF PETITIONING CREDITORS' ATTORNEYS' FEES.
Concurrently with its execution of this Agreement, Morrow shall deposit with
Greene & Markley, P.C. the amount of $25,000, from which it shall be paid its
reasonable attorneys fees, costs and expenses for representing the Petitioning
Creditors in negotiating and implementing the terms of this Agreement, and in
connection with filing and obtaining the dismissal of the Involuntary Petition.
Morrow hereby grants to Greene & Markley, P.C. a security interest in such
deposit to secure such fees, costs and expenses. Following payment in full of
such fees, costs and expenses, Greene & Markley, P.C. shall promptly refund
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to Morrow the unapplied balance of such deposit.
4. TRUST DEED. Concurrently with its execution of this
Agreement, Morrow shall execute and deliver the Trust Deed to the Collateral
Agent, to secure Morrow's payment obligations and other obligations under
this Agreement and under the Trust Deed. The Trust Deed shall be subordinate
to one or more senior liens to secure financing for Morrow, up to a maximum
amount of $500,000, which maximum amount may be increased to $750,000 after
the $250,000 initial payment required under payment alternative (a) described
in Paragraph 2 above has been made by Morrow ("Permissible Senior
Indebtedness").
5. DISBURSING AGENT APPOINTMENT.
(a) Morrow hereby designates and appoints RKMI as the
Disbursing Agent of Morrow hereunder, and Morrow hereby authorizes RKMI, as the
Disbursing Agent for Morrow, to take such actions on its behalf under the
provisions of this Agreement and to exercise such powers and perform such duties
as are expressly delegated to the Disbursing Agent by the terms of this
Agreement, together with such powers as are reasonably incidental thereto.
(b) The Disbursing Agent shall not commingle any funds
received from Morrow under Paragraph 2 above with any other funds and shall be
responsible for, and have control over the distribution of, all such funds. The
Disbursing Agent shall, as soon as practicable, post bond in favor of Morrow in
respect to the execution and performance of its duties as Disbursing Agent and
at all times maintain a bond in an amount at least equal to all cash on hand.
The cost of the bond shall be borne by Morrow.
(c) The Disbursing Agent may hire such employees, agents
and professionals as the Disbursing Agent deems appropriate.
(d) The Disbursing Agent shall exercise the rights and
powers granted to it as Disbursing Agent in the same manner, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
and use under the circumstances in the conduct of his own affairs having due
regard for the purposes set forth herein.
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(e) The Disbursing Agent shall not be liable for any
action lawfully taken or omitted to be taken by it under or in connection with
this Agreementexcept for gross negligence or willful misconduct.
(f) The Disbursing Agent may resign as Disbursing Agent
upon thirty (30) days notice to Morrow. If the Disbursing Agent shall resign as
Disbursing Agent under this Agreement, then the Petitioning Creditors shall
appoint a successor agent for Morrow, whereupon such successor agent shall
succeed to the rights, powers and duties of the Disbursing Agent, and the term
"Disbursing Agent" shall mean such successor agent effective upon its
appointment, and the former Disbursing Agent's rights, powers and duties as
Disbursing Agent shall be terminated, without any other or further act or deed
on the part of such former Disbursing Agent or any of the parties to this
Agreement. After any retiring Disbursement Agent's resignation hereunder as
Disbursing Agent, the provisions of this Agreement shall inure to its benefit as
to any actions taken or omitted to be taken while it was Disbursing Agent under
this Agreement and the provisions of Paragraphs 5, 8, 9, 13, 14, 15, 16, 17, 18
and 19 of this Agreement shall survive the termination of the retiring
Disbursing Agent's resignation.
6. COLLATERAL AGENT APPOINTMENT.
(a) Each Petitioning Creditor hereby designates and
appoints RKMI as the Collateral Agent of such Petitioning Creditor under the
Trust Deed and hereunder, and each such Petitioning Creditor hereby authorizes
RKMI, as the Collateral Agent for such Petitioning Creditor, to take such action
on its behalf under the provisions of the Trust Deed and this Agreement and to
exercise such powers and perform such duties as are expressly delegated to the
Collateral Agent by the terms of the Trust Deed and this Agreement, together
with such other powers as are reasonably incidental thereto.
(b) The Collateral Agent, in its sole discretion, shall
be entitled to take any action or refrain from taking any action under this
Agreement or the Trust Deed (including, without limitation, the exercise of
remedies under the Trust Deed).
(c) The Collateral Agent may hire such employees, agents
and professionals as the Collateral Agent deems appropriate.
(d) The Collateral Agent shall exercise the rights and
powers granted to it as Collateral Agent in the same manner, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
and use under the circumstances in
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the conduct of his own affairs having due regard for the purposes set forth
herein.
(e) The Collateral Agent shall not be liable for any
action lawfully taken or omitted to be taken by it under or in connection with
the Trust Deed or this Agreement except for gross negligence or willful
misconduct. Without limiting the foregoing, no Petitioning Creditor or
Participating Creditor shall have any right of action whatsoever against the
Collateral Agent as a result of the Collateral Agent acting or refraining from
acting hereunder or under the Trust Deed unless such act or failure to act
resulted from the Collateral Agent's gross negligence or willful misconduct.
(f) The Collateral Agent may resign as Collateral Agent
upon thirty (30) days notice to the Petitioning Creditors. If the Collateral
Agent shall resign as Collateral Agent under this Agreement and the Trust Deed,
then the Petitioning Creditors shall appoint a successor agent for the
Petitioning Creditors, whereupon such successor agent shall succeed to the
rights, powers and duties of the Collateral Agent, and the term "Collateral
Agent" shall mean such successor agent effective upon its appointment, and the
former Collateral Agent's rights, powers, and duties as Collateral Agent shall
be terminated, without any other or further act or deed on the part of such
former Collateral Agent or any of the parties to this Agreement or to the Trust
Deed. After any retiring Collateral Agent's resignation hereunder as Collateral
Agent, the provisions of this Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Collateral Agent under
this Agreement and the Trust Deed and the provisions of Paragraphs 5, 8, 9, 13,
14, 15, 16, 17, 18 and 19 of this Agreement shall survive the termination of the
retiring Collateral Agent's resignation.
7. DEFAULT.
(a) If Morrow (i) fails to make any payment required by
Paragraphs 2(a)(i) or 2(a)(iii) of this Agreement when due, or (ii) fails to
make any payment required by Paragraph (2)(a)(ii) of this Agreement when due and
does not cure such payment defaultwithin ten (10) days after written notice is
given to Morrow by the Collateral Agent or (iii) a default under the Trust Deed
occurs which is not cured by Morrow within ten (10) days after written notice is
given to Morrow by the Collateral Agent, then the Collateral Agent may at any
time, at its election, declare that all Claims and all interest that accrues on
the Claims on or after April 1, 1999 are immediately due and payable. Upon
default by Morrow,the Collateral Agent may exercise any and all of its remedies
with respect to the Collateral.
(b) If Morrow (i) fails to make any payment required by
Paragraphs 2(a)(i) or 2(a)(iii) of this Agreement when due or (ii) fails to make
any payment required by Paragraph 2(a)(ii) of
<PAGE>
this Agreement when due and does not cure such payment default within ten
(10) days after written notice is given to Morrow by the Collateral Agent or
by a Creditor, then each of the Creditors may at any time, at such Creditor's
election, declare that such Creditor's Claim and all interest that accrues on
the Claim on or after April 1, 1999 are immediately due and payable. Upon
default by Morrow, each such Creditor may exercise all rights and remedies
available at law or in equity independently of, and without limiting in any
way the rights of, the Collateral Agent.
8. APPLICATION OF PAYMENTS AND PROCEEDS OF COLLATERAL UPON
DEFAULT. Upon and after default by Morrow under this Agreement, all cash held or
received by the Disbursing Agent under this Agreement and all cash held or
realized by the Collateral Agent on behalf of the Creditors under or in
connection with the exercise of remedies under the Trust Deed shall be applied
as follows:
(a) To the payment of any and all unpaid expenses and
fees (including reasonable attorneys' fees) incurred by the Disbursing Agent in
performing its duties hereunder and the Collateral Agent in obtaining, taking
possession of, removing, insuring, repairing, storing, and disposing of the
Collateral and any and all amounts incurred by the Collateral Agent in
connection therewith;
(b) Next, any surplus then remaining to the ratable
payment of so much of the Claims as constitutes unpaid interest that accrued on
or after April 1, 1999, ratably according to such amounts owing to the
respective Creditors.
(c) Next, any surplus then remaining to the ratable
payment of the Claims,ratably according to such amounts owing to the respective
Creditors as of April 1, 1999; and
(d) If no Claims are outstanding, any surplus then
remaining shall be paid to Morrow, it being understood that Morrow shall remain
liable to the Creditors if and to the extent the Claims, and any interest
thereon, are not paid in full.
9. COMPENSATION TO DISBURSING AGENT AND COLLATERAL AGENT;
INDEMNITY.
(a) In lieu of any commission or fee which may be fixed
by applicable law for trustees or fiduciaries, the Disbursing Agent and
Collateral Agent shall be entitled to
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reasonable compensation, to be paid by Morrow, based upon the following
hourly rates:
Principals $200
Assistants $ 80
In addition, the Disbursing Agent and Collateral Agent shall be entitled to
reimbursement from Morrow for all reasonable and necessary out-of-pocket costs,
expenses and advances incurred or made by them as Disbursing Agent or Collateral
Agent. Such compensation, costs and expenses shall be paid by Morrow within
thirty (30) days after a detailed billing statement therefor is delivered to
Morrow. To the extent such compensation and reimbursement is not paid by Morrow,
such compensation and reimbursement may be paid from the Collateral and/or
payments made by Morrow under Paragraph 2 below.
(b) Concurrently with its execution of this Agreement,
Morrow shall deposit with RKMI the amount of $7,500. Morrow hereby grants to
RKMI a security interest in such deposit to secure Morrow's obligations to RKMI
under this Agreement and the Trust Deed.
(c) The Disbursing Agent and the Collateral Agent shall
be indemnified by and receive reimbursement from Morrow (or to the extent not
reimbursed by Morrow, from all cash held, received or realized by the Disbursing
Agent or the Collateral Agent on behalf of the Creditors) from and against any
and all loss, liability, cost, damage or expense (including legal or other
professional expenses incident thereto) which it may incur or sustain in the
exercise and performance of any of their rights, powers or duties under this
Agreement or the Trust Deed, as applicable, or which they may incur or sustain
by virtue of serving or having served as the Disbursing Agent or Collateral
Agent under this Agreement; PROVIDED that Morrow shall not be liable for the
payment of, nor shall any of the cash held, received or realized by the
Disbursing Agent or the Collateral Agent be chargeable for, any portion of such
loss, liability, cost, damage or expense resulting solely from the gross
negligence or willful misconduct of the Disbursing Agent or the Collateral
Agent.
(d) The rights and obligations under this Paragraph 9 (as
well as under Paragraphs 13 through 19 hereof) shall survive the payment or
satisfaction of the Claims. The Disbursing Agent and the Collateral Agent shall
have a continuing security interest in all cash and other property held by them,
in their capacities as such, in order to secure their respective rights to
payment and indemnification under this Agreement and the Trust Deed, as
applicable.
10. THIRD PARTY BENEFICIARIES. Each Participating Creditor is an
intended third party beneficiary of the rights conferred upon the Creditors by
this Agreement.
<PAGE>
11. TERMINATION. This Agreement shall terminate at such time as
all of the following events have occurred: (a) all payments to the Creditors
required by this Agreement shall have been made; (b) to the extent that the
Collateral Agent is required to dispose of the Collateral, all proceeds of
the Collateral shall have been disbursed as required by this Agreement; (c)
the Disbursing Agent and the Collateral Agent shall have paid or discharged
all expenses and obligations incurred by them pursuant to this Agreement; and
(d) Morrow, the Disbursing Agent and the Collateral Agent shall have
otherwise fully discharged their respective duties under this Agreement.
12. NOTICES. All notices, requests, demands and other
communications given under or relating to this Agreement shall be in writing and
deemed to have been given only when received and shall be delivered personally,
by private messenger or courier service or by means of facsimile transmission to
the following persons or their assigns at the following addresses or facsimile
numbers unless changed by written notice to the other person:
If to Morrow:
Brad T. Summers
Ball Janik LLP
101 SW Main Street, Suite 1100
Portland, OR 97204
Facsimile No.: (503) 295-1058
If to the Petitioning
Creditors:
David A. Foraker
Greene & Markley, P.C.
1515 SW Fifth Avenue
Suite 600
Portland, OR 97201
Facsimile No.: (503) 224-8434
If to the Collateral Agent or the
Disbursing Agent:
Robert K. Morrow, Inc.
1515 SW Fifth Avenue
Suite 600
Portland, OR 97201
Facsimile No.: (503) 224-8434
13. ATTORNEYS' FEES. If any party commences a suit or action to
enforce any provision of this Agreement or rights of the Collateral Agent, the
prevailing party shall be entitled to recovery its attorneys' fees and legal
expenses at trial or on appeal, in addition to all other sums provided by law.
14. SEVERABILITY. Any provision of this Agreement that is deemed
invalid or unenforceable shall be ineffective only to the extent of such
invalidity or unenforceability, without rendering invalid or unenforceable the
remainder of this Agreement.
<PAGE>
15. INTEGRATION. This Agreement constitutes the complete and
exclusive statement of the subject matter hereof and supersedes all prior or
contemporaneous agreements related to such subject matter.
16. CONSTRUCTION. All headings and captions have been inserted for
convenience only and shall not affect the interpretation of this Agreement.
17. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Oregon, without regard to
choice of law rules.
18. COUNTERPARTS. This Agreement may be executed in multiple
counterpart copies, each of which shall be deemed an original and all of which
taken together shall constitute one and the same document.
19. AMENDMENT OR WAIVER. No amendment or waiver of any provision
of this Agreement shall be effective unless such amendment or waiver is
evidenced by a writing signed by the party against whom enforcement is sought.
Dated: ____________________ MORROW SNOWBOARDS, INC.
By:/s/ Blair Mullin
Its: President
Dated: ____________________ CRB MANUFACTURING, INC.
By:__________________________
Its:_________________________
Dated: ____________________ BROWN & DUNTON
By:__________________________
Its:_________________________
Dated: ____________________ TRIAX METAL PRODUCTS, INC.
By:__________________________
Its:_________________________
Dated: ____________________ AMERI-TOOL INDUSTRIES, INC.
By:__________________________
Its:_________________________
Dated: ____________________ EDGE TECH, INC.
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By:__________________________
Its:_________________________
Dated: ____________________ CLASSIC PRINT PRODUCTS, INC.
By:__________________________
Its:_________________________
Dated: ____________________ ROBERT K. MORROW, INC.
By:__________________________
Its:_________________________
