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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 10, 1995
XXsys Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-20376 33-0161808
(Commission File Number) (I.R.S. Employer Identification No.)
4619 Viewridge Avenue, San Diego, CA 92123
(Address of Principal Executive Offices) (Zip Code)
(619) 974-8200
(Registrant's Telephone Number, Including Area Code)
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Effective March 25, 1995, Paul W. Pendorf resigned as a director and
as the president and chief executive officer of the Registrant and Dr. Gloria
C.L. Ma was appointed as successor chief executive officer. Dr. Ma will
continue to serve as chairman of the board of directors of the Registrant but
has relinquished the office of executive vice president; she will continue to
serve as president and chairman of the board of directors of the Registrant's
subsidiary, Composite Retrofit Corporation ("CRC"). Effective March 25, 1995,
William A. Timmerman resigned as the chief financial officer and secretary of
the Registrant; no successor chief financial officer or secretary have yet been
appointed.
The resignations of Messrs. Pendorf and Timmerman were made pursuant
to an Agreement dated as of March 25, 1995, and signed April 10, 1995, among
Registrant and Registrant's subsidiary, and Messrs. Pendorf and Timmerman, Dr.
Ma and Steven Georgiev and William Dale, directors of the Registrant (the
"Agreement"). The Agreement provides that Mr. Pendorf will receive the
severance compensation otherwise required by his employment agreement with the
Registrant, payable in installments of $10,000 per month, and that Mr.
Timmerman will receive two months' severance pay and all deferred salary, paid
in five bi-weekly installments commencing April 1, 1995. Mrs. Pendorf will
also receive from the Registrant up to $100,000 if he is the procuring cause of
the sale of certain assets of the Registrant. In addition, XXsys will assign
to Messrs. Pendorf, Timmerman and Georgiev the corporate opportunity to pursue
for their own accounts two other business acquisitions pending at March 25,
1995, for which they will compensate the Registrant for costs and expenses
associated with such acquisitions, if successful, in the amount of $100,000 if
one of the acquisitions are made and an additional $50,000 if the second
acquisition is made.
Pursuant to the Agreement, Mr. Georgiev and Palomar Medical
Technologies, Inc., a company of which Mr. Georgiev is president, will grant to
Dr. Ma an option to purchase from them an aggregate of 275,000 shares of the
Registrant's common stock for an aggregate payment of $187,500, exercisable
through October 7, 1995. Subject to such option, the Registrant will include
such shares in a registration statement to be filed on Form S-3. Mr. Pendorf
has also granted an option to Dr. Ma exercisable within one year to purchase
126,000 shares of the Registrant's common stock owned by him, exercisable
within one year in exchange for the cancellation of a promissory note in the
amount of $125,000 made by Mr. Pendorf and owned by Dr. Ma together with a full
reconveyance of a deed of trust securing such note.
At April 10, 1995, Dr. Ma owned, directly and beneficially, 618,400
shares of the Registrant's common stock, or 13.9 percent thereof, including
31,500 shares exercisable upon the exercise of options and warrants within 60
days of March 25, 1994. Law Biu
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Biu, the uncle of Dr. Ma, owns, directly and beneficially, 1,077,961 shares of
the Registrant's common stock, or 24.3 percent thereof.
Item 7. Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits to this current report are furnished in
accordance with Item 601 of Regulation S-B;
Exhibit No. Description
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99.1 Agreement dated as of March 25, 1995.
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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 thereunto duly authorized.
Date: June 27, 1996. XXSYS TECHNOLOGIES, INC.
By /s/ Gloria C.L. Ma
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Gloria C.L. Ma, Chairman and
Chief Executive Officer
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EXHIBIT 99.1
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of March 25,
1995 by and among XXsys Technologies, Inc., a California corporation ("XXsys"),
Composit Retrofit Corporation, a California corporation ("CRC"), Gloria Ma
("Ma"), Paul W. Pendorf ("Pendorf"), William A. Timmerman ("Timmerman") and
Steven Georgiev ("Georgiev") (collectively, XXsys, CRC and Ma shall hereinafter
be referenced as the "XXsys Parties") (collectively, Pendorf and Timmerman
shall hereinafter be referenced as the "Exiting Parties").
RECITALS:
WHEREAS, Ma is Chairman of the Board Directors of XXsys, as well as
President of CRC, a wholly owned subsidiary of XXsys;
WHEREAS, Pendorf is President and Chief Executive Officer of XXsys and
a member of XXsys' Board of Directors;
WHEREAS, Timmerman is Chief Financial Officer and Secretary of XXsys;
WHEREAS, Georgiev is a member of XXsys' Board of Directors and Chief
Executive Officer of Palomar Medical Technologies, Inc. ("Palomar");
WHEREAS, potentially irreconcilable differences have arisen between the
XXsys Parties and the Exiting Parties as to the future direction of XXsys and
as a result thereof the Exiting Parties desire to separate from XXsys and XXsys
desires to facilitate their departure; and
WHEREAS, the XXsys Parties and Exiting Parties desire to implement the
exit arrangements for the Exiting Parties in accordance with the terms of this
Agreement;
AGREEMENT:
NOW, THEREFORE, IN CONSIDERATION of the promises and mutual covenants
and agreements herein contained, the parties hereto covenant and agree as
follows:
1. The parties hereto agree that this Agreement supersedes in its
entirety any and all prior agreements relating to the subject matter hereof.
2. Pendorf hereby resigns effective as of March 25, 1995 as an
employee, officer and director of XXsys. The parties agree to do the following:
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(a) Upon execution of this Agreement (or as soon thereafter as the necessary
legal documents may be drafted and executed). Pendorf shall deposit in
escrow with Charles D. Christopher all of his original XXsys stock
certificates (consisting of 126,000 shares), together with documents
transferring ownership of said shares to Ma, and Ma shall deposit in
escrow with Charles D. Christopher the original $125,000 promissory note
dated December 11, 1990, held by Ma and the deed of trust on Pendorf's
house in Virginia which secures said promissory note, together with
documents transferring ownership of said note and reconveying said deed
of trust to Pendorf. A true and correct copy of the documents to be
escrowed are attached hereto as EXHIBIT A. Ma and Pendorf shall take any
and all reasonable steps necessary to immediately implement the
above-described escrow.
During the period commencing on the date hereof and ending on the one
year anniversary of the date hereof (the ""Option Period''), Ma shall
have and is hereby granted the option to require the transfer to Ma of
all or part of Pendorf's XXsys stock (consisting of 126,000 shares) in
exchange for transfer to Pendorf of the original $125,000 promissory
note and reconveyance to Pendorf of the deed of trust securing said
note. To exercise her option, Ma must notify Charles D. Christopher and
Pendorf in writing, prior to expiration of the Option Period, that she
is exercising the option. Upon such exchange and transfer, the original
$125,000 promissory note shall be immediately canceled and of no further
force or effect.
In the event that at any time during the Option Period, XXsys has failed
(as defined below) due to events unrelated to Pendorf's direct or
indirect activities (as defined below), and Ma does not prior to the
expiration of the Option Period exercise her option as set forth above,
Pendorf's stock shall, immediately after the expiration of the Option
Period, be exchanged for the original $125,000 promissory note and
reconveyance of the deed of trust. Upon such exchange and transfer, the
original $125,000 promissory note shall be canceled and of no further
force or effect.
Finally, in the event that (i) at any time during the Option Period,
XXsys has failed due to events related to Pendorf's direct or indirect
activities or (ii) XXsys has not failed during the Option
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Period and Ma has not exercised her option prior to expiration of the
Option Period, then all documents escrowed with Charles D. Christopher
shall be returned to the party who placed them in escrow.
The parties hereby agree that the due date of the original $125,000
Promissory Note is hereby extended, and that the original $125,000
Promissory Note shall not be due and payable, until May 1, 1996.
"Failure" is defined to mean (i) an average daily NASDAQ closing price
of XXsys stock during the ten trading days immediately prior to the
expiration of the Option Period of $.50 or less per share as adjusted
for any stock splits and the like, (ii) an assignment of XXsys for the
benefit of its creditors or the voluntary or involuntary filing of a
petition in bankruptcy or the adjudication of XXsys as bankrupt or
insolvent, (iii) the cessation or other substantial termination of
XXsys' business as presently operated, or (iv) the sale of all or
substantially all of the assets of XXsys. "Pendorf's direct or
indirect activities" means Pendorf's direct or indirect activities,
excluding activities occurring prior to the date hereof or which are
contemplated by this Agreement (such as Pendorf executing this
Agreement, Pendorf leaving his position at XXsys, Pendorf pursuing the
acquisitions referenced in paragraph 4, etc.).
To effect exchange of the escrowed documents in the event that XXsys
fails, Pendorf must notify Charles D. Christopher and Ma in writing,
prior to expiration of the one year period, that he is requesting said
exchange and that XXsys has failed due to events unrelated to
Pendorf's direct or indirect activities. If Pendorf gives written
notice as specified above, Charles D. Christopher shall act in
accordance with said written notice unless, within 14 days, he
receives an objection to so acting from Ma.
Upon receipt of a timely objection, Charles D. Christopher shall
continue to hold the escrowed documents in trust until such time as Ma
and Pendorf agree on the disposition of the documents, or their
dispute is resolved through binding AAA arbitration. Said AAA
arbitration shall be conducted expeditiously upon demand as follows:
(1) there shall be no right to discovery or to appeal; (2) if the
parties cannot agree on an
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approved AAA arbitrator, the AAA shall chose one for them by any
means the AAA deems fair and impartial; and (3) the prevailing
party shall be entitled to an award of attorney's fees and
costs.
(b) In order to assure the XXsys Parties that Pendorf will not do
anything to negatively impact XXsys stock price, Pendorf hereby
agrees not to compete with XXsys' business for two years from
the date of this Agreement.
(c) XXsys hereby agrees to pay to Pendorf his outstanding expenses
(which shall be deemed to total $980), deferred salary (which
shall be deemed to total $98,231.94 including accrued vacation
pay), and severance pay (which shall be deemed to total
$63,000); such amounts shall be immediately due and payable
provided that XXsys shall, at its option, be entitled to pay
such amounts to Pendorf in consecutive monthly payments at the
rate of $10,000 per month, with the first such payment due one
month after the date hereof.
(d) XXsys will provide Pendorf and Timmerman with medical and dental
insurance as long as it is possible under its current group
coverage plan, not to exceed 18 months, provided Pendorf and
Timmerman will pay on a current basis XXsys for all associated
costs and expenses relating to their own coverage. Should
Pendorf or Timmerman fail to pay XXsys for costs and expenses of
the medical and/or dental policies, XXsys will be free to
terminate the policy for which payment has not been made if,
after 10 days' written notice, Pendorf or Timmerman fails to pay
XXsys for said costs and expenses. In addition, XXsys agrees to
assign and transfer to Pendorf all of its right, title and
interest in the "key man" life insurance policy which it holds
on Pendorf's life, subject to the policy requirements and
conditions concerning such transfer and the payment and
assumption by Pendorf of all premiums and obligations from and
after the date of transfer (Pendorf will also reimburse XXsys
for any prepaid premium).
3. Timmerman hereby resigns effective as of March 25, 1995 as an employee
and officer of XXsys. XXsys shall pay to Timmerman two month's severance
(consisting of a total of $15,000) and deferred salary and vacation pay
consisting of 15 days' pay totalling $3,698.63). Payment to Timmerman of the
above amounts shall be made by XXsys in payments on a semi-monthly basis of
$3,461.54 (less standard payroll deductions) commencing on April 1,
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1, 1995, and continuing until Timmerman is owned less than $3,461.54, at
which time XXsys shall pay the remainder owed to Timmerman on the next
regularly scheduled semi-monthly payment date.
4. XXsys (including without limitation CRC) hereby assigns to Pendorf,
Timmerman and Georgiev the corporate opportunity to pursue the Acquisition One
Candidate and/or Acquisition Two Candidate acquisitions for their own accounts.
If Pendorf, Timmerman and Georgiev (or any entity or group controlled by
Pendorf, Timmerman, Georgiev or any one or more of them, acquire the
Acquisition One Candidate and/or the Acquisition Two Candidate (an
"Acquisition"), they shall be obligated to pay XXsys $100,000 upon closing of
the first such acquisition and, if they acquire both Acquisition One and
Acquisition Two Candidates, they shall be obligated to pay XXsys an additional
$50,000 upon closing of the second acquisition. Upon the closing of such
acquisitions, all sums of money owing by XXsys to Pendorf but not yet due or
payable under this Agreement shall be extinguished, except for the Acquisition
Three Candidate Payment (as defined below). In the event that Pendorf,
Timmerman, Georgiev or any one or more of them, receive a finders fee,
consulting fee or other fee or compensation in connection with any acquisition
of Acquisition One Candidate and/or Acquisition Two Candidate (other than an
Acquisition), they shall pay XXsys an amount equal to one-third of such fee,
not to exceed $150,000.
XXsys will allow Pendorf access to the Acquisition Three Candidate
due diligence package should he find an interested third party to sell
Acquisition Three Candidate to. Should Pendorf be the procuring cause of such a
buyer for this package, XXsys will pay Pendorf one-third of the proceeds
received by XXsys from said sale of the package, not to exceed $100,000 (the
"Acquisition Three Candidate Payment").
5. Georegiev hereby agrees to cause Palomar to grant an irrevocable
option to Ma, or her designee, in the form attached hereto as EXHIBIT B, which
shall consist of the right to purchase from Palomar its 175,000 shares of XXsys
common stock for $137,500 and which shall expire six months from the date
Palomar notifies XXsys that it has granted the option. To exercise the option,
Ma must notify Palomar in writing of her intent to do so and tender to Palomar
a certified check for $137,500, all before expiration of the option.
6. Georgiev hereby grants an irrevocable option to Ma, or her designee,
which consists of the right to purchase his 100,000 shares of XXsys common
stock for $50,000 and which shall expire six months from the date of this
Agreement. To exercise the option, Ma must notify Georgiev in writing of her
intent to do so and tender to Georgiev a certified check for $50,000, all
before expiration of the option.
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7. XXsys agrees to register such the shares referenced in
paragraphs 5 and 6 above in its current S-3 registration filing.
8. The parties agree to issuance of a press release and an 8-K
filing regarding the disengagement of the Exiting Parties, and agree to follow
the fair and accurate disclosure rule required by the SEC. The agreed upon
press release and 8-K filing are attached hereto as EXHIBITS C and D,
respectively.
9. The parties agree not to engage in any activities that would
negatively impact the stock price. In their contact with the outside world, the
parties agree to be supportive of the others' business objectives and to
refrain from disparaging the others in any way shape or form.
10 The parties (and each of them) warrant and represent that they
are fully entitled and duly authorized to enter this Agreement.
11. This Agreement (including the Exhibits attached hereto)
contains the entire agreement between the parties and constitutes the complete,
final and exclusive embodiment of their agreement with respect to the subject
matter hereof, and may only be modified by a writing signed by all affected
parties. The terms of this Agreement are contractual and not a mere recital.
This Agreement is executed without reliance upon any promise, warranty or
representation by any party or any representative of any party other than those
expressly contained herein, and each party has carefully read this Agreement,
has been advised of its meaning and consequences by its respective attorney,
and signs the same of his, her or its own free will.
12. This Agreement shall bind the heirs, personal representatives,
successors and assigns of each party, and inure to the benefit of each party,
it agents, directors, officers, employees, servants, successors, assigns,
parent and subsidiary corporations and affiliates.
13. Except as otherwise expressly provided herein, each party to
this Agreement will bear its own costs, expenses, and attorneys' fees, whether
taxable or otherwise, incurred in or arising out of or in any way related to
the matters described herein, including without limitation costs, expenses, and
attorneys' fees.
14. Each party to this Agreement agrees to take all such further
action and execute all such further documents as may be necessary or
appropriate in order to effectuate the provisions of this Agreement.
15. Time is of the essence with regard to all payments, notices and
other items of performance under this Agreement (including Exhibits attached
hereto). The XXsys Parties' (or any
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of them) failure to pay timely any of the amounts due under this Agreement on
the date the same becomes due and payable shall constitute a default under this
Agreement, as shall any voluntary or involuntary bankruptcy filing by or
against XXsys, the inability of XXsys to meet its obligations as they come due,
any acquisition of or merger with XXsys, or the sale, assignment or transfer of
more than 20% of XXsys' assets in any six month period. Upon the occurrence of
a default hereunder, all amounts owing hereunder shall, at the option of the
Existing Parties (and each of them), be immediately due and payable, pursuant
to this Agreement and/or applicable law.
16. Delivery of documents, payments, and notices under this
Agreement shall be made via certified mail return receipt requested, postage
pre-paid as follows, unless otherwise specified in writing:
If to Pendorf - Mr. Paul Pendorf
5875 Friars Road, #4207
San Diego, California 92110
If to Timmerman - Mr. William A. Timmerman
5632 Soledad Mountain Road
La Jolla, California 92037
If to Georgiev - Mr. Stephen Georgiev
c/o Palomar Medical
Technologies, Inc
66 Cherry Hill Drive
Beverly, Massachusetts 01915
If to Ma - XXsys Technologies, Inc.
4619 Viewridge Avenue
San Diego, California 92123
If to XXsys - XXsys Technologies, Inc.
4619 Viewridge Avenue
San Diego, California 92123
If to CRC - XXsys Technologies, Inc.
4619 Viewridge Avenue
San Diego, California 92123
If to Christopher - Charles D. Christopher, Esq.
600 B Street, Suite 2250
San Diego, California 92101
17. This Agreement shall be deemed to have been entered into and
shall be construed and enforced in accordance with the laws of the State of
California as applied to contracts made and to be performed entirely within
California; it shall be interpreted and construed neutrally in accordance with
the plain meaning of the
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language contained herein and shall not be presumptively construed against the
drafters.
18. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly authorized and caused this
Agreement to be executed on the dates set forth below.
XXSYS TECHNOLOGIES, INC.
Dated: April 10, 1995 By: /s/ Gloria Ma
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Name: GLORIA MA
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Title: Chairman/CEO
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COMPOSIT RETROFIT CORPORATION
Dated: April 10, 1995 By: /s/ Gloria Ma
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Name: GLORIA MA
-----------------------
Title: Chairman/CEO
----------------------
Dated: April 10, 1995 /s/ Gloria Ma
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GLORIA MA
Dated: April 10, 1995 /s/ Paul W. Pendorf
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PAUL W. PENDORF
Dated: April 10, 1995 /s/ William A. Timmerman
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WILLIAM A. TIMMERMAN
Dated: April 10, 1995 /s/ Steven Georgiev
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STEVEN GEORGIEV
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Approved by directors:
/s/ Gloria Ma
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Gloria Ma
/s/ William Dale
- --------------------------
William Dale
/s/ Steve Georgiev
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Steve Georgiev
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CONFIDENTIAL KEY TO ACQUISITION CANDIDATES
Acquisition One Candidate = Lunn Industries, Inc.
Acquisition Two Candidate = SP Systems, Inc.
Acquisition Three Candidate = ICI Fiberite
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March 25, 1995
TO: The Board of Directors of XXsys Technologies, Inc.
Ladies and Gentlemen:
I hereby resign effective today as an officer, director and employee of XXsys
Technologies, Inc. ("XXsys"). This resignation covers all positions I hold
with XXsys.
Very truly yours,
/s/ PAUL W. PENDORF
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Paul W. Pendorf
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April 10, 1995
Gloria Ma
XXsys Technologies, Inc.
4619 Viewridge Avenue
San Diego, CA 92123
Dear Dr. Ma:
I am executing and delivering to you a counterpart of that certain Agreement
dated as of March 25, 1995 among XXsys Technologies, Inc., Composit Retrofit
Corporation, Gloria Ma, Paul W. Pendorf, William A. Timmerman and Steven
Georgiev (the "Exit Agreement"). This letter confirms my agreement to be bound
by the Exit Agreement whether or not it is executed and delivered by all of the
parties thereto.
Very truly yours,
/s/ PAUL W. PENDORF
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Paul W. Pendorf
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CERTIFICATE OF SATISFACTION WITH
AFFIDAVIT OF LOST NOTE ATTACHED
PLACE OF RECORD: Clerk's Office of the Circuit Court of the City of
Chesapeake
DATE OF DEED OF TRUST: July 29, 1991
DEED BOOK: 2681 Page: 76
FACE AMOUNT SECURED: $125,000.00
NAMES OF GRANTORS: Paul W. Pendorf and Sandra S. Pendorf
BRIEF DESCRIPTION OF
PROPERTY: Lots 19 and 20, Plat of Subdivision of Poplar Hill,
Western Branch Borough, Chesapeake, Virginia.
Map Book 44, Page 33
MAKER OF NOTE: Paul W. Pendorf
DATE OF NOTE: December 11, 1990
FACE AMOUNT OF NOTE: $125,000.00
I, holder of the above-mentioned note secured by the above-mentioned
Deed of Trust, do hereby certify that the same has been paid in full. Said note
cannot be produced before the Clerk as set forth in the attached Affidavit.
Given under my hand this _____ day of March, 1995.
---------------------------------
Noteholder: Gloria Ma
STATE OF CALIFORNIA
COUNTY/CITY OF _____________, to-wit:
Subscribed, sworn to and acknowledged before me by Gloria Ma this _____
day of March, 1995.
My commission expires: .
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Notary Public
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STATE OF CALIFORNIA:
CITY/COUNTY OF _______________, to-wit:
This day personally appeared before me, ____________________, a Notary
Public in and for the City/County aforesaid in the State of California, Gloria
Ma, who made oath before me in my City/County aforesaid, that she was the note
holder, or lien creditor, under a certain deed of trust from Paul A. Pendorf
and Sandra S. Pendorf to Raymond H. Strople, dated July 29, 1991, and recorded
in the Clerk's Office of the Circuit Court of the City of Chesapeake, in Deed
Book 2681, page 76, to secure $125,000.00, and that the debt thereby secured
has been paid in full, and that I was when the said lien was paid, authorized
and entitled to receive same, and that the said note evidencing the debt
secured by said deed of trust, has been cancelled and delivered to the person
by whom it was paid, and that the said note holder or lien-creditor being
informed that said note has been lost or destroyed and cannot be produced,
makes this affidavit so that the deed of trust may be properly released.
Given under my hand this _______ day of March, 1995.
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Note holder: Gloria Ma
Subscribed and sworn to before me this _______ day of March, 1995.
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Notary Public
My commission expires: .
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CERTIFICATE OF SATISFACTION
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PLACE OF RECORD: Circuit Court Chesapeake
DATE OF DEED OF TRUST: July 29, 1991
DEED BOOK: 2681 Page: 76
NAME OF TRUSTEE: Raymond H. Strople
NAMES OF GRANTORS: Paul W. Pendorf and Sandra S. Pendorf
BRIEF DESCRIPTION OF
PROPERTY: Lots 19 and 20, Plat of Subdivision of Poplar Hill,
Western Branch Borough, Chesapeake, Virginia.
Map Book 44, Page 33
MAKER OF NOTE: Paul W. Pendorf
DATE OF NOTE: December 11, 1990
FACE AMOUNT OF NOTE: $125,000.00
I, holder of the above-mentioned note to be produced before the Clerk,
secured by the above-mentioned Deed of Trust, do hereby certify that the same
has been paid in full and the lien therein created and retained is hereby
released.
Given under my hand this _____ day of March, 1995.
---------------------------------
Noteholder: Gloria Ma
STATE OF CALIFORNIA
COUNTY/CITY OF _____________, to-wit:
Subscribed, sworn to and acknowledged before me by Gloria Ma this _____
day of March, 1995.
My commission expires: .
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Notary Public
