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) October 29, 1996
INTELLIGENT DECISION SYSTEMS, INC.
(as successor to Resource Finance Group, Ltd.)
(Exact name of registrant as specified in its charter)
Delaware 0-22254 38-3286394
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2025 East Beltline Avenue, S.E., Suite 400, Grand Rapids, Michigan 49546
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (616) 285-5830
Not Applicable
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On October 29, 1996 the Company finalized a consulting agreement with James
N. Lane, R. Wayne Fritzsche and Anthony Kamin. James N. Lane, R. Wayne Fritzsche
and Anthony Kamin will advise the Company on strategic planning, licensing,
technical issues, identify strategic alliances/partners and assist in the
development of business opportunities. As consideration for the services, the
Company has granted each of the above individuals stock options to purchase
650,000 shares of common stock of the Company at an exercise price of $1.25 per
share. The Company has also agreed to appoint two of the above individuals (or
their designee) to two seats on the board of directors of the Company, subject
to certain conditions and limitations.
Item 7 Financial Statements and Exhibits
(a) Financial Statements. None
(b) Exhibit 10. Consulting Agreement
SIGNATURE
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.
INTELLIGENT DECISION SYSTEMS, INC.
Dated: November 5, 1996 By: /s/ Mark A. Babin
------------------------------
Mark A. Babin, President
2
R. Wayne Fritzsche Anthony Kamin James N. Lane
6413 Maclaurin Drive East 350 West Belden 85 Rosebrook Road
Tampa, Florida 33647 Suite 606 New Canaan, CT 06840
Chicago, IL 60614
September 30, 1996
Intelligent Decision Systems, Inc.
12227 South Business Park Drive
Draper, Utah 84020
Gentlemen:
This letter memorializes the agreement between R. Wayne Fritzsche, Anthony
Kamin and James N. Lane on the one hand (collectively, "Consultant") and
Intelligent Decision Systems, Inc., a Delaware corporation ("Company") on the
other hand, regarding Consultant providing consulting services to Company.
Consultant hereby agrees to provide consulting services to Company, for
two years starting as of the date of this letter agreement, regarding the
following topics: strategic planning, licensing, technical issues, strategic
alliances/partners and the development of business opportunities. Consultant
will also review Company's current operations and finances, and prepare a report
to Company describing problems found and recommended remedies.
In consideration for the services provided by Consultant, Company hereby
agrees (a) to pay fees to Consultant in the form of stock options in the Company
as described in detail in the next paragraph and (b) to indemnify and hold
harmless Consultant and its subcontractors and affiliates (including R. Wayne
Fritzsche, Fritzsche & Associates, Anthony Kamin, James N. Lane and Devonwood
Management LLC), directors, officers, agents and employees from and against any
losses, claims, damages, judgments, assessments, costs and other liabilities and
will reimburse each indemnified person for all fees and expenses as they are
incurred in investigating, preparing, pursuing or defending any claim, action,
proceeding or investigation, whether or not in connection with pending or
threatened litigation or whether or not any indemnified person is a party,
arising out of or in connection with advice or services rendered or to be
rendered by any indemnified person pursuant to this letter agreement; provided
that Company will not be responsible for any liabilities or expenses of any
indemnified person that are determined by a judgment of a court of competent
jurisdiction to have resulted from such indemnified person's gross negligence or
willful misconduct in connection with any of the advice, actions, inactions or
services referred to above. In addition to the foregoing, Company also agrees to
reimburse Consultant for any and all reasonable out-of-pocket expenses,
including legal fees incurred in connection with the services provided
hereunder.
In consideration for the services described above, Company will issue to
Consultant 1.95 million options (650,000 options to each of the entities and
persons constituting Consultant) to purchase common stock of Company at an
exercise price of $ 1.25 per share, which will be provided in Intelligent
Decision Systems, Inc. customary Option Agreement. The stock options shall be
issued in accordance with the following criteria:
<PAGE>
Options for 100,000 shares will vest immediately and must be
exercised within 30 days of the date of this letter agreement.
Options for 875,000 shares will vest immediately and expire on
December 31 1998.
The remaining 975,000 options shall vest one year after date of this
letter agreement and expire five years after the date of this letter
agreement.
The Company shall cause the underlying stock to be registered by
filing Form S-8 with the Securities and Exchange Commission to the
extent available to the Company.
The Company will use its best efforts to expedite the creation of
the options and the filing of documents with the Securities and
Exchange Commission.
The Company agrees to provide Consultant the opportunity for two seats on
the Board of Directors, subject to the various limitations imposed by the
articles of incorporation and bylaws of Company, the laws of the State of
Delaware, and any future limitations with respect to stock exchange listings.
At any time until the date six months after the date of this letter
agreement, either party may terminate this agreement for cause upon 30 days
written notice to the other party at the addresses shown above. Cause shall
include gross negligence and/or willful misconduct.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to the above address the duplicate copy of this letter.
Sincerely,
/s/ R. Wayne Fritzsche
R. Wayne Fritzsche
/s/ Anthony Kamin
Anthony Kamin
/s/ James N. Lane
James N. Lane
ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN;
Intelligent Decision Systems, Inc.
By:/s/ Mark A. Babin
Name: Mark A. Babin
Title: President
