U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
Form 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-20436
RT INDUSTRIES, INC.
(exact name of Registrant as specified in its charter)
Delaware 65-0309477
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1875 East Lake Mary Boulevard, Sanford, FL 32773
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (407) 322-8000
Securities registered pursuant to Section 12(b) of the Act
None.
Securities registered pursuant to Section 12(g) of the Act
Common Stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
The aggregate market value of the shares of voting stock of the Registrant held
by non-affiliates at January 1, 1997 was approximately $42,654,258 based on the
average of the bid and ask prices as reported by the SmallCap Market of the
NASDAQ Stock Market, Inc. of $5.125. As of January 1, 1997, 8,322,782 shares of
the Registrant's common stock were outstanding.
Documents incorporated by reference: NONE
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TABLE OF CONTENTS
PAGE
PART III
ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION.............................. 1
ITEM 10. EXECUTIVE COMPENSATION..................................... 5
ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS....................................... 7
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PART III
ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION.
------------------------------
Liquidity and Capital Resources
The Company has continued to direct its efforts towards resolving various
remaining issues and obligations that have arisen from its program for
restructuring and consolidation of the Company's operations which it had
undertaken in the third quarter of 1994.
During the first quarter of 1995, the Company entered into a Composition
Agreement (the "Composition") with its trade creditors (See "The Composition"
herein.) As a result thereof, the Company successfully completed a non-judicial
work-out of approximately $3,032,000 of trade debt.
In order to fund the Composition, the Company (i) borrowed $750,000 from
Ronald Tygar, its then-principal shareholder and his wife, pursuant to a demand
note dated March 17, 1995 which bears interest at a rate of 7% per annum (since
satisfied) (ii) utilized a $100,000 good faith deposit which was held by the
Creditors' Committee, which deposit was to be applied toward the satisfaction of
claims pursuant to the Composition and (iii) obtained a commitment for a
$200,000 credit line overdraft from Congress Financial Corporation ("Congress"),
its primary lender. The first distribution to the Trade Creditors, approximately
$886,000 in the aggregate, was made on March 17, 1995. A second and third
distribution of approximately $38,000 and $65,000 were made on April 18, 1995
and December 20, 1995, respectively. The next installment due under the terms of
the Composition Agreement is for approximately $25,000 and is payable in
September 1996.
The Company was able to successfully refinance during the second quarter of
1995 its existing obligation under a $216,986 equipment note held by the City
Brownsville, Tennessee, relating to the Company's discontinued Brownsville
facility. The Company and the City of Brownsville have executed a settlement
pursuant to which the Company has agreed to resume payments based on a revised
amortization schedule which reduced by the sale of certain non-transferable
equipment (storage racks) collateralized under the loan agreement. The revised
note is for 89 monthly payments, each in the amount of $2,616.13, commencing
November 1, 1995, and bears interest at 3.75% and is based on a remaining
principal balance of approximately $203,000. During the year ended 1996, the
Company will pay a total of $31,393.56 under the terms of the settlement.
The Company is also liable under a certain mortgage note, held by the State
of Tennessee, relating to its purchase of the land and building in Brownsville.
These assets are recorded as "fixed assets" held for sale on the Company's
December 31, 1995 balance sheet. The Company has recently been informed by the
City of Brownsville that there is an unrelated third party interested in
purchasing the property which would relieve the Company from its obligation
under the aforementioned mortgage note. The City of Brownsville indicated that
the sale could be completed by the end of the second quarter of 1996.
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During 1995 the Company was also to negotiate settlements with the holders
of the certain obligations with an aggregate principal balance of approximately
$424,000 for lump sum payments of approximately $212,000 in the aggregate, plus
a portion of the accrued interest. The closing of the Company's Missouri brake
lining plant and movement of its inventory and equipment to the Company's
manufacturing plant in Sanford, Florida in July 1994, constituted events of
default under the lease for the Missouri Plant and related equipment loan
agreements.
The Company is currently negotiating with the remaining holders of the
equipment loans totaling $259,000. The Company believes that these remaining
loans will be settled on terms satisfactory to all parties. In addition the
Company remains liable under the execution of a capital lease with the City of
Caruthersville, Missouri. Although the Company has just begun negotiations
regarding such property, it feels that it will be able to reach a settlement
beneficial to both parties.
As a result of the Caruthersville lease and equipment note defaults and the
Composition Agreement, and related matters, the Company is in default with
respect to certain covenants contained in its loan agreement with Congress.
Congress continues to fund the credit line, based on revised lending formulas,
however Congress has not agreed to formally waive the Company's loan covenant
violation and could cease funding the credit line and/or accelerate the loan
repayment term and demand payment in full of the outstanding balance.
As of December 31,1995 the Company was indebted to Congress, under its
secured line of credit for $2,441,742. The line of credit matures in April, 1997
and automatically renews on a yearly basis, unless terminated by either party in
accordance with the loan agreement, and bears interest at a rate of 1.5% above
the prime rate as announced by Philadelphia National Bank. The line of credit is
collateralized by all of the assets of the Company, excluding real estate and
existing first liens on equipment, and is personally guaranteed by Ronald Tygar.
In addition, the Company is charged a monthly service fee of $4,000 during the
term of the loan agreement.
During the year ended December 31, 1995, the Company has been successful in
obtaining additional working capital through the sale of its common stock and
issuance of unsecured notes and other securities. There can be no assurance that
the Company will have sufficient funds to (i) meet its obligations with respect
to the Missouri Plant; (ii) pay the Lenders or its obligations pursuant to any
settlement agreements reached with the Lenders; (iii) pay the future
installments which are due under the Composition; (iv) meet its obligations on a
going forward basis; or (v) to repay Congress on a regular basis or in the event
of acceleration of the Congress loan. The Company is currently negotiating with
alternative funding sources, but there can be no assurance that these or other
sources will provide the Company with the capital it requires in order to meet
its obligations. Unless the Company borrowing capability as set forth in the
Congress loan agreement, increases as a result of increased sales and/or
eligible inventories, the Company may be required or otherwise may deem it
necessary or appropriate, to file a petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code. The Company cannot ascertain at this time what the
actual effects of a bankruptcy filing may have on the Company's financial
statements and the value of the Company's issued and outstanding Common Stock.
Subsequent to year end, the Company initiated a private placement of its
securities in the form of a units offering to raise additional working capital
and pay down debts. Each unit in the
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private placement consists of one share of the Company's common stock and two
redeemable common stock purchase warrants and is being offered at a price of
$1.25 each. Each common stock warrants enable the holders to purchase one share
of the Company's common stock at a price of $4.20 subject to adjustment. The
"Warrants" are redeemable at the option of the Company at a redemption price of
$.005 per warrant under certain conditions. The private placement memorandum
requires a minimum purchase of 400,000 units and a maximum of 1,600,000 units.
Sales of the units will extend through June 15, 1996. As of March 26,1996, the
Company has sold approximately 885,600 units, and has received proceeds from the
offering of approximately $1,074,965 (net of offering expenses of approximately
$32.035). In addition, the Company has been notified by certain selling agents
that the maximum number of units has been sold and that it can anticipate
closing on such remaining units on or about April 10, 1996. The Company is
pursuing a plan to increase the offering by up to $1.0 million dollars of
additional units. On March 29, 1996, through a Special Meeting of the Board of
Directors, the Board voted on and unanimously approved an action to increase the
maximum units available for sale, subject to such other necessary actions as
determined by attorneys for the Company.
Material Changes In Financial Condition
The Company's accounts receivable, net of the allowance for doubtful
accounts, decreased by $1,850,577 from December 31, 1995, to December 31, 1994.
This decrease results from a decrease in sales and an increase of $720,442 in
bad debts in 1995. Inventory at December 31, 1995 was $3,821,827 as compared
with $5,485,508 at December 31,1994. This decrease of $1,663,681 is a result of
improved inventory management and effort to reduced inventory levels because of
the reduced sales levels and also a substantial write down in inventory of
approximately $850,000. The inventory write down consisted of (i) $170,000 of
packaging material deemed to be obsolete based on a decision to upgrade the
Company's product image and related redesign of product packaging; (ii) $350,000
of product determined to be of less desirable quality which was produced in the
facilities whose operations have since been terminated; and (iii) a $330,000
write down of inventory to the lower of cost or market that resulted from the
Company's inability to manufacture its products in a cost efficient manner
because of excess capacity and overhead associated with the manufacturing
process.
The Company's liabilities have been significantly reduced as a result of
the Composition Agreement and the settlement of certain loan obligations. The
Company's accounts payable and accrued expenses have decreased by $2,558,535 to
$1,489,296 at December 31, 1995 as compared to $4,047,831 for the year ended of
December 31,1994. As a result of the Composition Agreement (see "The
Composition") the Company was able to settle approximately $2,700,000 in
accounts payable for cash payments, in the aggregate, of $988,000. During 1995
the Company's note payable to Congress decreased by $1,949,235 from $4,390,977
at December 31,1994 to $2,441,742 at December 31, 1995. The Company was able to
pay down this note obligation and remain at/or close to a borrowing level
satisfactory to the lender using the proceeds from the sale of the Company's
common stock. (During 1995, Congress would not allow new borrowing under the
line of credit due to the Company's deteriorating sales volume and a reduction
in the collateral value as a result of the inventory write down.)
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Material Changes in Results of Operations
For the year ended December 31, 1995, the Company has a net loss after
extraordinary items of $4,179,642 as compared to a net loss of $3,298,587 for
the year ended December 31,1994. Net sales for the year ended December 31, 1995
decreased by $7,687,645 or 47.9% to $8,369,067 from $16,056,712 for the year
ended December 31,1994. The decrease in net sales is directly attributable to
the loss of certain customers, reduced sales to certain existing customers and
the Company's impaired ability to attract new customers as a result of the
Company's continued financial difficulties. The Company believes based upon the
successful completion of the restructuring and other Company efforts, it can
eliminate customer concerns regarding the Company's ability to deliver on orders
at a maximum fill rate and in a timely and consistent manner. If the Company can
successfully convey this to the marketplace it believes it can regain the
customer base it has lost and create an opportunity to attract potential new
customers.
Gross profit, as a percentage of sales, decreased from 15% to (8%) for the year
ended December 31, 1995 as compared to the year ended December 31,1994,
respectively. This decrease was primarily the result of (i) a brief period of
utilizing lower selling prices in an attempt to attract new customers as well as
maintain business from existing customers; (ii) close out sales of certain low
margin product lines such as wheel cylinders, rotors, and brake shoes; (iii) the
disposal of certain obsolete and/or sub-standard product; and (iv) the inability
to fully absorb certain fixed manufacturing costs as a result of the decrease in
sales.
Selling and delivery expense decreased to $909,669 for the year ended December
31, 1995 from $1,832,345 for the year ended December 31,1994. This decrease of
$922,676 in selling and delivery expense is attributable to the lower
commissions and freight costs as a result of the reduced level of sales and the
elimination of freight costs associated with the Company's brake distribution
facility in Brownsville, Tennessee. Additionally, certain advertising programs
were discontinued in 1995 due to the financial condition of the Company.
General and administrative expenses increased by $856,129 to $3,220,897 for the
year ended December 31, 1995 from $2,364,768 for the year ended December
31,1994. This increase includes the amortization of certain prepaid consulting
agreements and the write off of future consulting obligations for which benefit
has already been received, in the aggregate, totaling $1,251,000.
Notwithstanding the above, the Company was able to reduce operating costs as a
result of its ongoing program of consolidation and restructuring.
Interest expense for the year ended December 31, 1995 was $460,832 as compared
to $568,585 for the year ended December 31,1994. This decrease is attributable
to the reduced borrowing levels on all of the Company's note obligations.
During 1995, the Company continued to experience difficulties in collecting
outstanding accounts receivable from certain of its customers. As a result, the
Company made an aggressive effort to clean up its past due accounts receivable.
As a result of this effort, in addition -to collecting balances due from older
accounts in cash or by the return of the product, the Company charged off
$720,442 in uncollectible accounts receivable and maintained a $534,000
allowance for doubtful accounts at December 31, 1995. The Company believes that
as a result of its disposal of certain inventory it will reduce future claims
against trade receivables. In addition, the Company has continued its aggressive
approach toward collecting and monitoring accounts receivable.
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The Company had a net loss after extraordinary item for the three months
ended December 31, 1995 of approximately $3,166,642, approximately 75% of the
loss for the 12 months then ended. In connection with its year end physical
inventory, the Company wrote down its inventory by approximately $850,000
representing the disposal and write down of certain inventory items deemed to
have little or no value and an additional write down of certain excess costs
associated with inventory produced at its manufacturing facilities at which
significant overcapacity existed. Additionally, the Company experienced a
decline in sales for the three months ended December 31,1995. Sales of the
Company's products for that period were 01,115,833 or 13% of the sales for the
year ended December 31, 1995. The decrease in net sales is directly attributable
to the loss of certain customers reduced sales to certain existing customers and
the Company's impaired ability to attract new customers as a result of the
Company's continued financial difficulties. Additionally, it is believed to be
typical in the brake industry for the sales volume to be sluggish in the winter
months. This decline in sales resulted in substantial operating losses,
specifically a $614,570 decrease in gross profit (net of the inventory
write-down) for the three months ended December 31, 1995. As a result of the
decline in sales and ensuing negative gross profit, the Company was unable to
the absorb any if its operating expenses.
ITEM 10. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Awards
Securities Underlying
Name and Principal Position Other Annual Options/SARs All Other
- --------------------------- Year Salary Compensation ---------------------- Compensation
---- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Ron Tygar, CEO and President 1995 136,000 (1) 25,000 (2) 0 (3) 90,621 (4)
1994 296,000 30,000 (2) 0
1993 143,750 30,000 (2) 0
Neil Tygar, Secretary 1995 18,461 (5) 0
1994 118,616 0
1993 116,800 14,000
Bernie Bard, CFO 1995 99,626 (6) 0 (7)
1994 53,333 0
1993 N/A (8) 0
John K. Kenney, President 1995 22,846 (9) 0
</TABLE>
(1) Based on 10 months employment at approximately $13,600 per month.
(2) Car allowance.
(3) Mr. Tygar claims that options for an aggregate of 206,044 shares of Common
Stock of the Company were granted to him in 1995. The Company maintains
that such options were not properly authorized and are not valid.
(4) Forgiveness of debt.
(5) Based on 2 months employment during 1995 at approximately $9,200 per month.
(6) Based on 11 months employment during 1995 at approximately $9,000 per
month.
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(7) Mr. Bard claims that options for an aggregate of 137,363 shares of Common
Stock of the Company were granted to him in 1995. The Company maintains
that such options were not properly authorized and are not valid.
(8) Employed by the Company effective April 1994.
(9) Based on 2.5 months employment at approximately $9,100 per month. Mr.
Kenney was employed by the Company effective mid-October, 1995.
Employee Salaries
Currently, Mr. Kenney's salary is $110,000 per year. No employment
agreement exists for him, or other Management personnel except for one
executive. The Company intends to negotiate and enter into employment agreements
with key personnel in the near future.
Director Fees and Other Remuneration
Directors receive no compensation for services as a member of the Board of
Directors or of any committee of the Board of Directors, except that Mr.
Osheroff, a director, has been awarded 50,000 shares of Common Stock for his
services and Mr. Rossi has been promised a $1,000 per month fee for serving as a
Director.
Stock Options
On March 13, 1992, the Company's Board of Directors and shareholders
approved the Company's Employee Stock Option Plan (the "ESO Plan"). Under the
ESO Plan, in the discretion of the Compensation Committee of the Board of
Directors, options may be granted to key employees (including officers) of the
Company and its Subsidiaries for the purchase of shares of Common Stock. Options
may be granted which are (i) incentive stock options within the meaning of
Internal Revenue Code Section 42(b) or (ii) options other than incentive stocks
(i.e. nonqualified options). The ESO Plan does not limit the number of options
which may be granted to an employee or the number of shares which may be subject
to any option, except that (i) the aggregate fair market value (as determined at
the time the option is granted) of Common Stock with respect to which incentive
stock options are exercisable for the first time by any employee during any
calendar year may not exceed $100,000, and (ii) no incentive stock options or
non-qualified stock options may be granted to any employee who owns (at the time
the option is granted) stock possessing more than 10% of the total combined
voting power of all classes of stock of his employer corporation or any of its
parent corporations or subsidiary corporations. If any option expires,
terminates or is canceled for any reason without having been exercised in full,
the shares which were reserved for issuance upon its exercise again become
available for the purposes of the ESO Plan. The ESO Plan provides for its
termination in March 2002.
Each option under the ESO Plan is granted pursuant to an agreement with the
optionee. Required terms of the option agreements are (a) the option price may
not be less than 100% of the fair market value of Common Stock at the time the
option is granted; (b) an incentive option may not be exercised more than 10
years from the date the option is granted; (c) a non-qualified option may not be
exercised more than 11 years from the date it is granted; (d) an option may not
be transferred by an optionee otherwise than by will or in accordance with the
laws of descent and distribution, and may be exercised, during his lifetime,
only by the optionee; (e) each option may be exercised, commencing one year from
the date it is granted in cumulative annual portions of 25% of the total number
of shares subject to such option; (f) an option may be
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exercised within three months after the date of the optionee's termination of
employment (or within 12 months after the date, if the optionee's termination of
employment was on account of his death or disability), but only to the extent
the option is otherwise exercisable on that date; and (g) the exercise price of
any option may be paid, at the optionee's election, either in cash or by his
exchange of shares of Common Stock previously held by him at their fair market
value. The incentive options are subject to anti-dilution protection.
The Company is authorized to issue up to 300,000 options under the ESO
Plan. During the period of June 12, 1992 through September 30, 1994 all of the
options were granted to various employees of the Company at prices ranging from
$.75 to $3.4375. All of the options become exercisable at various dates and
expire at the end of not more than 10 years from the date of the grant.
No options with respect to any employee stock option plan were exercised
during the fiscal year ended December 31, 1995.
Non-Qualified Options
On June 2, 1995, the Company issued an aggregate of 578,622 nonqualified
options to certain current and former officers, employees and consultants of the
Company. The options are exercisable at $3.00 per share and are vested upon
execution of each individual stock option agreement. The option can be exercised
at any time within the ten year term of the option agreement. The option
agreements contain adjustment provisions which provide the optionee with
anti-dilution protection from certain equity transactions which may effect the
value of the Company's Common Stock.
Miscellaneous
Certain options and warrants have also been issued to various parties. See
"Certain Relationships and Related Transactions. Also in February, 1996, the
Board resolved to issue options for a total of 300,000 shares at a price of
$2.27 per share to officers, directors and consultants, which options, are in
the process of being documented in writing.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Ultra Brake leases its current manufacturing facility from FRNT Realty Co.
Ltd., a Florida Limited Partnership of which NFR, Inc., a Florida corporation,
is the General Partner, pursuant to a Lease and Option Agreement dated April 28,
1989 (the"Lease"). Ronald Tygar is the President and principal stockholder of
NFR, Inc. The Lease expires on March 31, 1998 (the term of the Lease was
extended from March 31, 1992 to March 31, 1998 pursuant to a Lease Extension
Agreement) and provides for a base rent of $108,000 per annum (payable in twelve
(12) monthly installments of $9,000) through March 31, 1995 and $114,000 per
annum (payable in monthly installments of $9,500) through the date of
expiration. The Lease is a net lease and, as such, Ultra Brake is responsible
for all impositions, insurance premiums, ad valorem taxes, operation charges,
maintenance charges, construction costs, and any other charges, costs and
expenses which arise or may be contemplated under any provisions of the Lease.
In addition,
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pursuant to the Lease, Ultra Brake (i) has been granted a right of first refusal
with respect to any offer to purchase the manufacturing facility which is issued
to the landlord at any time during the term of the Lease and (ii) an option (the
option expires on the earlier of the expiration of the Lease, the termination of
the Lease or upon Ultra Brake's default under the Lease) to purchase the
manufacturing facility for a purchase price equal to the fair market value of
such facility as determined by a designated appraisal firm or if such firm is
unavailable, by a disinterested licensed real estate appraiser who is a member
of the American Institute of Appraisers, satisfactory to FRNT Realty Co., Ltd.
Current Management believes the lease is for rental higher than fair market
value.
The Company is indebted in the principal amount of $590,000, plus interest
at a rate of 12% per annum, to Elm Grove Associates II, L.P. ("Elm Grove") for
loans made to the Company recently. Principal under the debt, which is reflected
by Promissory Notes, is due February 1, 1997. Interest is paid monthly. In
connection with the Promissory Note, the Company has granted Elm Grove a warrant
("Elm Grove Warrant") to purchase a total of 1,180,000 shares of Common Stock
(the "Elm Grove Warrant Shares") at an exercise price of $2.28 per share,
subject to adjustment. The Company also entered into a Registration Rights
Agreement providing Elm Grove with piggyback and demand registration rights,
which commenced as of February 1, 1996. Further, the redemption price, in the
event of a redemption of the Elm Grove Warrant, is $.05 per Warrant.
In October, 1995 Elm Grove entered into agreements to purchase 750,000
shares of Common Stock in the Company from Ronald and Francine Tygar (the
"Escrow Shares"). The Escrow Shares are currently in escrow as security for the
payment of the purchase price due from Elm Grove to Mr. & Mrs. Tygar. In
summary, in the event of a default, the Escrow Shares are subject to release to
Mr. and Mrs. Tygar. In addition, Elm Grove has entered into agreements with
Ronald Tygar which have resulted in an option being granted by Mr. Tygar to Elm
Grove for the purchase of an additional 762,074 shares ("Option Shares") of
Common Stock in the Company owned by Mr. Tygar. The Option Shares are also
subject to an escrow. The Escrow Shares and the Option Shares are the subject of
various agreements providing various terms and conditions with respect to such
items.
In October, 1995, Ronald Tygar resigned from all officer and director
positions with the Company.
Also in October 1995, the Company entered into a Consulting Agreement
(since amended) with RT Consulting, Inc. Ronald Tygar is the principal owner and
officer of RT Consulting, Inc. The current Agreement provides for consulting
services to be supplied to the Company over for a total compensation of $224,000
to be paid in installments. The Company also granted the Consultant an option
for a period of five (5) years to purchase 100,000 shares ("Consultant Option
Shares") of Common Stock for a purchase price of $5.00 per share. In the event
of any public registration of Common Stock by the Company, the Company, subject
to certain conditions, has agreed to include the aforesaid shares of the
Consultant in the registration. A one (1) year restriction on resale by the
Consultant as to the shares shall apply upon issuance in the event of
registration. The Consultant (and Mr. Tygar) also agreed not to compete with the
Company for a term of eight (8) years.
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Mr. Richard Rossi, a Director of the Company, is the President of the law
firm of Rossi & Associates, Attorneys, P.A., which supplies legal services to
clients, such as the Company, including services in connection with this
document, and is President of International Escrow Agents, Inc., which also
provides services to the Company.
Based upon the management's inquiries made at the time of the foregoing
transactions, the Company believes that such transactions were on terms no less
favorable than the terms reasonably available to the Company from unaffiliated
parties. Future transactions between the Company and its officers and directors
and their respective affiliates will be on terms and conditions no less
favorable to the Company than could be obtained from unaffiliated third parties
based on similar transactions and will be approved by a majority of the
independent and disinterested members of the Board of Directors of the Company.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RT INDUSTRIES, INC.
By: /s/ Alfred D. Paul
--------------------------------
Alfred D. Paul, CFO(1)
Date: as of 1/22/97
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(1) Mr. Paul was employed by the Company as the principal financial officer
of the Company, effective July 1, 1996. Prior to Mr. Paul, Bernie Bard served as
the CFO for the Company. Mr. Bard terminated his employment with the Company in
October of 1995, and is no longer affiliated with the Company.
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