SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 30, 1998
Consolidated Technology Group Ltd.
(Exact name of Registrant as Specified in its Charter)
New York 0-4186 13-1948169
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
160 Broadway, New York, New York 10038
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 233-4500.
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Item 6. Resignation of Registrant's Directors.
On March 30, 1998, Consolidated Technology Group Ltd. (the "Company")
and its wholly-owned subsidiary, SIS Capital Corp. ("SISC") entered into a
series of agreements with Lewis S. Schiller ("Schiller"), Grazyna B. Wnuk
("Wnuk"), E. Gerald Kay ("Kay") and Norman J. Hoskin ("Hoskin").
Pursuant to the agreements:
1. Schiller, Wnuk, Kay and Hoskin agreed to resign as directors and
officers of the Company and its subsidiaries contemporaneously with the closing
of the sale by International Magnetic Imaging, Inc. and certain of its
subsidiaries (collectively, "IMI") of substantially all of their assets pursuant
to an asset purchase agreement (the "Asset Purchase Agreement") dated January
28, 1998 between IMI and Comprehensive Medical Imaging, Inc. IMI is a subsidiary
of the Company. The sale by IMI is referred to as the "IMI Sale." The sale
pursuant to the Asset Purchase Agreement has been disclosed by the Company in a
prior filing on Form 8-K and closed as of March 31, 1998.
2. In consideration for payments of approximately $4.0 million to
Schiller and Wnuk, the Company agreed to purchase from Schiller and Wnuk all of
their rights under their respective employment agreements and their stock
interest in IMI. Such payments represent a significant discount from the amounts
due under their respective employment agreements.
3. Schiller agreed to transfer to the Company 1,190,000 shares of the
Company's Common Stock owned by him.
4. The Company agreed to transfer to Schiller or his designees for
nominal consideration, certain subsidiaries of the Company. Such subsidiaries
operate at a loss and have, in the aggregate, either a negative or zero net
worth.
5. Schiller agreed to enter into a three-year consulting agreement
with the Company, for which he will receive annual compensation of $100,000.
6. The Company, its subsidiaries and Schiller, Wnuk, Kay and Hoskin
agreed to execute mutual releases, and the Company will provide Schiller, Wnuk,
Kay and Hoskin with certain indemnification rights.
The negotiations were conducted with representatives of shareholders
who are not affiliated either with present management or with the plaintiffs in
certain recent litigation against the Company, which was disclosed in prior
filings on Form 8-K.
Immediately prior to the completion of the IMI Sale, Schiller, Wnuk,
Kay and Hoskin, the present directors of the Company, will elect as their
successors as directors three individuals who are designated by the
representative of the shareholders and who are reasonably acceptable to the
present directors.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Agreement dated as of March 30, 1998, by and among the Company,
SISC and Lewis S. Schiller.
99.2 Agreement dated as of March 30, 1998, by and among the Company,
SISC and Grazyna B. Wnuk.
99.3 Agreement dated as of March 30, 1998, by and among the Company,
SISC, E. Gerald Kay and Norman J. Hoskin.
99.4 Agreement dated as of March 30, 1998, by and among the Company,
SISC, Lewis S. Schiller, Grazyna B. Wnuk, E. Gerald Kay and
Norman J. Hoskin.
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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.
CONSOLIDATED TECHNOLOGY GROUP LTD.
By:/S/______________
Date: April 2, 1998 Lewis S. Schiller
Chairman and Chief Executive Officer
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Exhibit 99.1
AGREEMENT made this 30th day of March, 1998 by and among
Consolidated Technology Group Ltd., ("CTG"), SIS Capital Corporation, a
wholly-owned subsidiary of CTG ("SISC"), and Lewis S.
Schiller ("Schiller").
WHEREAS, Schiller is a party to an employment agreement with
CTG, which provides for significant bonus, retirement and other payments; and
WHEREAS, SISC's subsidiary, International Magnetic Imaging,
Inc. and certain of its subsidiaries (collectively, "IMI"), are selling
substantially all of their assets to Comprehensive Medical Imaging, Inc. ("CMI")
pursuant to an asset purchase agreement (the "Purchase Agreement") dated January
28, 1998, as amended, by and among IMI, such subsidiaries and CMI, which sale is
referred to as the "IMI Sale" and the closing for which is presently scheduled
to occur on March 31, 1998; and
WHEREAS, Schiller has an equity interest in IMI; and
WHEREAS, Schiller is willing to sell his employment agreement
to CTG on and subject to the terms of this Agreement; and
WHEREAS, Schiller is willing to waive certain rights he has
under certain agreements with CTG and its subsidiaries; and
WHEREAS, CTG desires to dispose of certain of its subsidiaries
and desires to sell such subsidiaries to Schiller or entities designated by
Schiller, on and subject to the terms of this Agreement; and
WHEREFORE, it is hereby agreed as follows:
A. Resignation of Schiller.
1. No later than 3:00 p.m. on March 30, 1998, Schiller shall
deliver to Berlack, Israels & Liberman LLP ("BIL"), his irrevocable (subject to
subparagraph A.2 of this Agreement) written resignation as an officer and
director of CTG, SISC, and their respective subsidiaries and divisions, except
for the Transferred Subsidiaries, as hereinafter defined. Such resignation
shall, by its terms, be effective contemporaneously when the Effectiveness
Conditions, as hereinafter defined, shall have occurred and the resignation
shall be held by BIL in escrow until the Effectiveness Conditions shall have
occurred or this Agreement shall have terminated. The resignation shall be
delivered by fax, with a manually signed copy to be delivered by FedEx or other
overnight courier service.
2. The Effectiveness Conditions shall have the meaning
determined in accordance with a certain agreement (the CTG Agreement") dated the
date of this Agreement among CTG, SISC, Schiller, Grazyna B. Wnuk ("Wnuk"), E.
Gerald Kay and Norman J. Hoskin. If, for any reason, the Effectiveness
Conditions shall not have occurred as set forth in the CTG Agreement, BIL shall
deliver to Schiller his resignation, which shall have no force and effect.
B. Payments to Schiller.
1. Contemporaneously with the closing of the IMI Sale, CTG
shall cause IMI to pay to Schiller, on behalf of CTG and from the proceeds of
the IMI Sale which are due to CTG from IMI, the sum of $2,412,286, for which CTG
shall purchase from Schiller all of his rights under and pursuant to, his
restated
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employment agreement dated as of January 1, 1997 (the "Schiller Employment
Agreement"). As a result of the purchase of the Schiller Employment Agreement,
Schiller shall have no rights or claims arising out of, or based upon, his
employment with CTG or any of its subsidiaries, except that Schiller's rights
under the indemnification provisions of Paragraph 14(g) of the Schiller
Employment Agreement shall remain in full force and effect. In connection with
the sale of the Schiller Employment Agreement, Schiller shall return to CTG any
property of CTG or its subsidiaries which is in his possession.
2. Contemporaneously with the closing of the IMI Sale, IMI
shall pay to Schiller or his assigns the sum of $1,044,676, in exchange for the
stock interest in IMI which is held by Schiller and certain designees of
Schiller, including members of his family. To the extent that any of such funds
are paid to members of Schiller's family or DLB, Inc. ("DLB"), such payments
shall be deemed to have been paid to such persons or entity in exchange for
their stock interest in IMI.
3. Contemporaneously with the closing of the IMI Sale, IMI
shall, on behalf of CTG, pay to DLB the sum of $25,000, in satisfaction of a
loan made to CTG by DLB.
4. The payments pursuant to subparagraphs B.1 and B.2 of this
Agreement (collectively, the "Schiller Payments") shall be made by wire transfer
to Schiller or to such persons, entities or accounts as shall be designated by
Schiller at or prior to the closing of the IMI Sale.
5. Schiller acknowledges, represents and warrants that each
and every obligation which CTG and its subsidiaries, including IMI, may have to
Schiller, any members of his family (including Blake, Douglas, Linda and Carol
Schiller), DLB, Inc. or Wnuk (other than those set forth in this Agreement, the
CTG Agreement, the consulting agreement described in subparagraph E.1 of this
Agreement, and, with respect to Wnuk, a certain agreement dated the date of this
Agreement between CTG and Wnuk (the "Wnuk Agreement"), shall be fully satisfied
and discharged when Schiller receives the Schiller Payments and Wnuk receives
the Wnuk Payments, as defined in the Wnuk Agreement.
6. All employment, termination, pensions, contracts, and
other agreements between CTG, SISC and their respective subsidiaries and
divisions, on the one hand, and Schiller on the other hand, including, but not
limited to, the Schiller Employment Agreement, and any and all of Schiller's
rights thereunder shall automatically terminate contemporaneously with the
closing of the IMI Sale and the payment of the Schiller Payments, except for the
indemnification provision in Paragraph 14(g) of the Schiller Employment
Agreement, which shall survive.
C. Sale of Certain Subsidiaries to Schiller.
1. Contemporaneously with the closing of the IMI Sale, CTG
shall transfer or cause to be transferred to Schiller or to his designees for a
consideration of $1.00 for each company, the following subsidiaries
(collectively, the "Transferred Subsidiaries") of SISC: Televend Inc.,
Sequential Electronics Systems, Inc., S-Tech, Inc. ("S-Tech"), FMX Corporation,
SES Holdings, Inc., Spectec, Inc. and The Trinity Group, Inc. ("Trinity"). The
sale of the Transferred Subsidiaries shall be effective as of December 31, 1997.
2. Schiller represents and warrants that (a) the Transferred
Subsidiaries have a zero or negative combined net worth at December 31, 1997,
(b) Spectec, Inc. and SES Holdings, Inc are corporations with no assets other
than the outstanding capital stock of certain of the Transferred Subsidiaries,
(c) Trinity has no assets other than its contracts which are to be assigned to
CTG pursuant to this Agreement and contract rights thereunder.
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3. Contemporaneously with the closing of the IMI Sale,
Trinity shall transfer to CTG all of its rights under any agreements, including
agreements with subsidiaries of CTG. At the time of the sale of Trinity to
Schiller or his designee, Trinity will have no contract rights or other assets.
4. The sale of the Transferred Subsidiaries pursuant to
subparagraph C.1 of this Agreement shall be in the form of either a transfer of
stock or a transfer of assets, subject to liabilities, of the applicable
subsidiaries, as Schiller and the Representative, as defined in the CTG
Agreement, shall determine. If the transaction is structured as a stock sale,
CTG or the appropriate subsidiary shall deliver to Schiller or his designee the
certificates representing such shares, with stock powers duly executed. If the
transaction is structured as an asset sale, the subsidiary shall execute a
instrument of conveyance and the transferee shall execute an instrument assuming
the transferor's liabilities, both of which shall be in customary form. All such
documents shall be in form and substance reasonably satisfactory to Schiller and
the Representative.
D. IMI Escrow Payment.
1. Pursuant to the Purchase Agreement, CMI is depositing into
escrow (the "IMI Escrow") a portion of the purchase price payable pursuant to
the Purchase Agreement. The IMI Escrow is to be used to pay certain vacation and
severance obligations which CMI may incur with respect to present IMI employees.
2. At the IMI Closing, Schiller shall deposit with the firm
of Spector & Feldman, as escrow agent, pursuant to an escrow agreement among
Schiller, the Representative and the escrow agent, cash or marketable securities
having a value on such date of $200,000, accompanied by stock powers duly
endorsed in blank with signature medallion guaranteed, with respect to any such
securities. Such escrow is referred to as the "Schiller Escrow." Any securities
held in the Schiller Escrow may be held in a brokerage account in the name of
Spector and Feldman, as escrow agent for Lewis S. Schiller. Any cash may be
invested in marketable securities designated by Schiller and any securities may
be sold and the proceeds reinvested in other marketable securities designated by
Schiller and reasonably acceptable to the Representative which consent shall not
be unreasonably withheld or delayed..
3. To the extent that the amount disbursed from the IMI
Escrow shall equal or exceed $200,000, the Schiller Escrow shall be paid to
Schiller. To the extent that the amount disbursed from the IMI Escrow shall be
less than $200,000, within seven (7) days after the disbursement of the IMI
Escrow, the escrow agent shall pay to CTG the amount of such shortfall, and the
balance of the Schiller Escrow shall be paid to Schiller.
E. Other Obligations Concerning Schiller.
1. At the effective time, CTG shall enter into a consulting
agreement with Schiller providing for consulting fees of $100,000 per year for
three years. Such consulting agreement shall provide that (a) Schiller shall
make himself available at reasonable times on reasonable notice to provide
services to CTG, (b) CTG shall provide him with office facilities at its office
in connection with any services rendered by him for CTG, (c) Schiller shall not
be required to devote any specified amount of time pursuant to the consulting
agreement other than a reasonable time to perform such duties, (d) CTG
acknowledges that Schiller shall have other business interests which will
require a significant amount of his time, and his duties pursuant to the
consulting agreement shall not unreasonably interfere with his other business
activities and shall not require him to make any material changes in his
business or personal plans, (e) his compensation shall be paid in equal monthly
installments, payable in advance on the first day of each month, (f) in the
event
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of Schiller's death or disability, the payments under the consulting agreement
shall continue as death or disability benefits, as the case may be, and (g) in
the event that CTG fails to make any payment when due or within ten days after
receipt of written notice sent by certified mail or overnight courier service or
by hand, the balance of the payments due pursuant to the consulting agreement
for the balance of the three-year term shall become immediately due and payable.
2. Immediately after the effective time, CTG shall use its
best efforts to have Schiller removed and released as a guarantor of any
obligations of Netsmart or Arc Networks, Inc. ("Arc") to banks, commercial
lenders or other financial institutions. CTG shall indemnify and hold Schiller
harmless from and against any manner of loss, liability, damage or expense,
including reasonable fees and expenses of counsel, which he may incur in the
event that any obligee with respect to such guarantees seeks to obtain or
obtains payment from Schiller with respect to such guarantees. This
indemnification shall be in addition to, and not in limitation to, any
subrogation rights which Schiller may have against Netsmart or Arc, as the case
may be, under applicable law.
3. Schiller represents and warrants that as of the date of
this Agreement Consolidated has outstanding 49,910,992 shares of Common Stock
and that his stock ownership in CTG is as set forth under the caption
"Beneficial Ownership of Securities and Security Holdings of Management" in
CTG's proxy statement dated December 1, 1997.
F. Covenants by Schiller.
1. Schiller shall surrender to CTG 1,190,000 shares of common
stock of CTG currently owned by him, and shall deliver to CTG, immediately prior
to the closing of the sale of IMI, the stock certificates representing such
shares, duly endorsed for transfer with his signature medallion guaranteed. Such
transfer shall be subject to the closing of the IMI Sale and the payment of the
Schiller Payments.
2. Other than the Schiller Payments, neither Schiller nor
members of Schiller's family shall receive, directly or indirectly, (a) any
other cash, property or securities from CTG, SISC and their respective
subsidiaries and divisions between the date hereof and the effective time,
and/or (b) any proceeds from the IMI sale.
3. Schiller, on his own behalf and on behalf of his family
members, hereby surrender, subject to the closing of the IMI Sale and the
payment of the Schiller Payment, to CTG, Netsmart, Trans Global Services, Inc.
("Trans Global") and Arc all options, conversion rights or other rights to
purchase any shares of the capital stock of each of such companies and shall,
contemporaneously with the closing of the IMI Sale, deliver to the issuers
thereof for cancellation all certificates or other forms of ownership reflecting
such securities, and, if endorsement is required, shall be duly endorsed, with
signature medallion guaranteed by the registered owners thereof. This
subparagraph F.3 shall not affect in any manner any warrants to purchase stock
of Netsmart, Trans Global or Arc which are owned by Schiller and his family
members.
4. Schiller and members of Schiller's family shall retain the
shares and warrants they currently own in Netsmart, Trans Global, Arc and CTG
(other than the 1,190,000 shares of CTG being surrendered pursuant to
subparagraph F.1).
5. Schiller hereby agrees that, except for any interest he
presently has in shares registered in his own name, or the names of his family
members, neither he nor members of his family, has or will, during the period
between the date of this Agreement and the effective time, acquire or dispose of
any beneficial
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interest, directly or indirectly, in any shares of CTG, SISC, Trans Global, Arc,
IMI or Netsmart, whether registered in their names or in the name(s) of any
other person, except as herein contemplated. Schiller disclaims beneficial
interest in any securities held by his family members or DLB, Inc. and nothing
in this subparagraph F.5 shall be construed in any manner to impute to Schiller
any beneficial interest in any securities held by such persons.
6. For a period of one year from the effective time, Schiller
shall not (a) compete with CTG, SISC and their subsidiaries and divisions (other
than those subsidiaries named in subparagraph D.1 of this Agreement), (b) hire
or recruit any employees or consultants of CTG, SISC and their subsidiaries and
divisions, or (c) disclose to any one their trade secrets and/or other
information that is confidential or proprietary to them, and he shall execute
and deliver to CTG such agreements and other documents in form and substance
reasonably satisfactory to Schiller and the Representative, necessary to
effectuate such agreement.
7. From the date hereof until the effective time, neither
Schiller nor members of his family shall exercise any options, warrants,
conversion rights or other rights to purchase any shares of capital stock, or
transfer or sell any capital stock, of CTG, SISC and their respective
subsidiaries or divisions, or any options, warrants, conversion rights or other
rights to purchase shares of such capital stock.
G. General.
1. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.
2. It is understood and agreed that the Representative, in
his individual capacity as a shareholder of CTG and as representative of certain
other shareholders, is a third-party beneficiary of Schiller's obligations
pursuant to this Agreement.
3. This Agreement, together with the CTG Agreement,
constitutes the entire agreement of the parties as to its subject matter,
superseding any and all prior or contemporaneous oral or prior written
agreements, understandings and letters of intent and may not be modified or
amended nor may any right be waived except by a writing which is signed by all
parties, in the case of a modification or amendment, or by the party granting
the waiver, in the case of a waiver.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first aforesaid.
CONSOLIDATED TECHNOLOGY GROUP LTD.
By:_______________________
SIS CAPITAL CORPORATION
By:_________________
Lewis S. Schiller
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Exhibit 99.2
AGREEMENT made this 30th day of March, 1998 by and among
Consolidated Technology Group Ltd., ("CTG"), SIS Capital Corporation, a
wholly-owned subsidiary of CTG ("SISC"), and Grazyna B. Wnuk ("Wnuk").
WHEREAS, Wnuk is a party to an employment agreement with CTG,
which provide for significant bonus, retirement and other payments; and
WHEREAS, SISC's subsidiary, International Magnetic Imaging,
Inc. and certain of its subsidiaries (collectively, "IMI"), are selling
substantially all of their assets to Comprehensive Medical Imaging, Inc. ("CMI")
pursuant to an asset purchase agreement (the "Purchase Agreement") dated January
28, 1998, by and among IMI, such subsidiaries and CMI, which sale is referred to
as the "IMI Sale" and the closing for which is presently scheduled to occur on
or about March 31, 1998; and
WHEREAS, Wnuk has an equity interest in IMI; and
WHEREAS, Wnuk is willing to sell her employment agreement to
CTG on and subject to the terms of this Agreement; and
WHEREAS, Wnuk is willing to waive certain rights she has under
certain agreements with CTG and its subsidiaries;
WHEREFORE, it is hereby agreed as follows:
A. Resignation of Wnuk.
1. No later than 3:00 p.m. on March 30, 1998, Wnuk shall
deliver to Berlack, Israels & Liberman LLP ("BIL"), her irrevocable (subject to
subparagraph A.2 of this Agreement) written resignation as an officer and
director of CTG, SISC, and their respective subsidiaries and divisions. Such
resignation shall, by its terms, be effective contemporaneously when the
Effectiveness Conditions, as hereinafter defined, shall have occurred and the
resignation shall be held by BIL in escrow until the Effectiveness Conditions
shall have occurred or this Agreement shall have terminated. The resignation
shall be delivered by fax, with a manually signed copy to be delivered by FedEx
or other overnight courier service.
2. The Effectiveness Conditions shall have the meaning
determined in accordance with a certain agreement (the CTG Agreement") dated the
date of this Agreement among CTG, SISC, Lewis S. Schiller ("Schiller"), Wnuk, E.
Gerald Kay and Norman J. Hoskin. If, for any reason, the Effectiveness
Conditions shall not have occurred as set forth in the CTG Agreement, BIL shall
deliver to Wnuk her resignation, which shall have no force and effect.
B. Payments to Wnuk.
1. Contemporaneously with the closing of the IMI Sale, CTG
shall cause IMI to pay to Schiller, on behalf of CTG and from the proceeds of
the IMI Sale which are due to CTG from IMI, the sum of $250,000, for which CTG
shall purchase from Wnuk all of her rights under and pursuant to, her employment
agreement with CTG (the "Wnuk Employment Agreement"). As a result of the
purchase of the Wnuk Employment Agreement, Wnuk shall have no rights or claims
arising out of, or based upon, his employment with CTG or any of its
subsidiaries, except that her rights under the indemnification provisions
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of the Wnuk Employment Agreement shall remain in full force and effect. In
connection with the sale of the Wnuk Employment Agreement, Wnuk shall return to
CTG any company property in his possession.
2. Contemporaneously with the closing of the IMI Sale, IMI
shall pay to Wnuk, the sum of $250,000 in exchange for the stock interest in IMI
which is held by Wnuk.
3. The payments pursuant to subparagraphs B.1 and B.2 of this
Agreement (collectively, the "Wnuk Payments") shall be made by wire transfer to
Wnuk.
4. Wnuk acknowledges, represents and warrants that each and
every obligation which CTG and its subsidiaries, including IMI, may have to Wnuk
(other then those set forth in this Agreement and the CTG Agreement) shall be
fully satisfied and discharged when Wnuk receives the Wnuk Payments.
5. All employment, termination, pensions, contracts, and
other agreements between CTG, SISC and their respective subsidiaries and
divisions, on the one hand, and Wnuk on the other hand, including, but not
limited to, the Wnuk Employment Agreement, and any and all of Wnuk's rights
thereunder shall automatically terminate contemporaneously with the closing of
the IMI Sale and the payment of the Wnuk Payment pursuant to this Agreement and
the Schiller Payments, as defined in a certain agreement dated the date of this
Agreement between CTG and Lewis S. Schiller, except for the indemnification
provision of the Wnuk Employment Agreement, which shall survive.
6. Wnuk hereby waives any payment from the proceeds of the
sale of IMI, other than the Wnuk Payments.
C. Other Obligations Concerning Wnuk.
1. Wnuk agrees that she shall not receive, directly or
indirectly, (a) any cash, property or securities from CTG, SISC and their
respective subsidiaries and divisions between the date hereof and the effective
time, and/or (b) any proceeds from the IMI sale.
2. Wnuk hereby surrenders, as of the effective time, to CTG,
Netsmart, Trans Global Services, Inc. ("Trans Global") and Arc all options,
conversion rights or other rights to purchase any shares of the capital stock of
each of such companies and she shall, contemporaneously with the closing of the
IMI Sale and subject to this Agreement becoming effective, deliver to the
issuers thereof for cancellation all certificates or other forms of ownership
reflecting such securities. This subparagraph C.2 shall not affect in any manner
any warrants to purchase stock of Netsmart, Trans Global or Arc which are owned
by Wnuk.
3. Wnuk shall retain the shares and warrants she currently
owns in Netsmart, Trans Global, Arc and CTG.
4. Wnuk hereby agrees that, except for any interest she
presently has in shares registered in her own name, she does not have or will
not have, during the period between the date of this Agreement and the effective
time, acquire or dispose of any beneficial interest, directly or indirectly, in
any shares of CTG, SISC, Trans Global, Arc, IMI or Netsmart, whether registered
in her name or in the name(s) of any other person, except as herein
contemplated.
5. From the date hereof until the effective time, Wnuk shall
not exercise any options, warrants, conversion rights or other rights to
purchase any shares of capital stock, or transfer or sell any
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capital stock, of CTG, SISC and their respective subsidiaries or divisions, or
any options, warrants, conversion rights or other rights to purchase shares of
such capital stock.
D. General.
1. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
2. It is understood and agreed that the Representative, in his
individual capacity as a shareholder of CTG and as representative of certain
other shareholders, is a third-party beneficiary of Wnuk's obligations pursuant
to this Agreement.
3. This Agreement, together with the CTG Agreement, constitutes
the entire agreement of the parties as to its subject matter, superseding any
and all prior or contemporaneous oral or prior written agreements,
understandings and letters of intent and may not be modified or amended nor may
any right be waived except by a writing which is signed by all parties, in the
case of a modification or amendment, or by the party granting the waiver, in the
case of a waiver.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first aforesaid.
CONSOLIDATED TECHNOLOGY GROUP LTD.
By:_______________________
SIS CAPITAL CORPORATION
By:_______________
Grazyna B. Wnuk
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Exhibit 99.3
AGREEMENT made this 30th day of March, 1998 by and among
Consolidated Technology Group Ltd., ("CTG"), SIS Capital Corporation, a
wholly-owned subsidiary of CTG ("SISC"), E. Gerald Kay ("Kay") and Norman J.
Hoskin ("Hoskin").
WHEREAS, SISC's subsidiary, International Magnetic Imaging,
Inc. and certain of its subsidiaries (collectively, "IMI"), are selling
substantially all of their assets to Comprehensive Medical Imaging, Inc. ("CMI")
pursuant to an asset purchase agreement (the "Purchase Agreement") dated January
28, 1998, by and among IMI, such subsidiaries and CMI, which sale is referred to
as the "IMI Sale" and the closing for which is presently scheduled to occur on
or about March 31, 1998; and
WHEREAS, Kay and Hoskin desire to resign as directors of CTG
and its subsidiaries contemporaneously with the closing of the IMI Sale;
WHEREFORE, it is hereby agreed as follows:
A. Resignation of Kay and Hoskin.
1. No later than 6:00 p.m. on March 30, 1998, or such later
time as may be acceptable to the Representative, as defined in the CTG
Agreement, as hereinafter defined, Kay and Hoskin shall deliver to Berlack,
Israels & Liberman LLP ("BIL"), their irrevocable (subject to subparagraph A.2
of this Agreement) written resignation as a director of CTG, and its
subsidiaries, except for the Transferred Subsidiaries, as hereinafter defined.
Such resignations shall, by its terms, be effective contemporaneously when the
Effectiveness Conditions, as hereinafter defined, shall have occurred and the
resignation shall be held by BIL in escrow until the Effectiveness Conditions
shall have occurred or this Agreement shall have terminated. The resignations
shall be delivered by fax, with a manually signed copy to be delivered by FedEx
or other overnight courier service.
2. The Effectiveness Conditions shall have the meaning
determined in accordance with a certain agreement (the CTG Agreement") dated the
date of this Agreement among CTG, SISC, Lewis S. Schiller, Grazyna B. Wnuk, Kay
and Hoskin. If, for any reason, the Effectiveness Conditions shall not have
occurred as set forth in the CTG Agreement, BIL shall deliver to Kay and Hoskin
their respective resignations, which shall have no force and effect.
B. Certain Obligations.
From the date hereof until the effective time, neither Kay nor
Hoskin shall exercise any options, warrants, conversion rights or other rights
to purchase any shares of capital stock, or transfer or sell any capital stock,
of CTG, SISC and their respective subsidiaries or divisions, or any options,
warrants, conversion rights or other rights to purchase shares of such capital
stock.
C. General.
1. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
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2. It is understood and agreed that the Representative, in his
individual capacity as a shareholder of CTG and as representative of certain
other shareholders, is a third-party beneficiary of Schiller's obligations
pursuant to this Agreement.
3. This Agreement, together with the CTG Agreement, constitutes
the entire agreement of the parties as to its subject matter, superseding any
and all prior or contemporaneous oral or prior written agreements,
understandings and letters of intent and may not be modified or amended nor may
any right be waived except by a writing which is signed by all parties, in the
case of a modification or amendment, or by the party granting the waiver, in the
case of a waiver.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first aforesaid.
CONSOLIDATED TECHNOLOGY GROUP LTD.
By:_______________________
SIS CAPITAL CORPORATION
By:_____________
E. Gerald Kay
________________
Norman J. Hoskin
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<PAGE>
Exhibit 99.4
AGREEMENT made this 30th day of March, 1998 by and among
Consolidated Technology Group Ltd., ("CTG"), SIS Capital Corporation, a
wholly-owned subsidiary of CTG ("SISC"), Lewis S. Schiller ("Schiller"), Norman
J. Hoskin ("Hoskin"), Grazyna B. Wnuk ("Wnuk"), E. Gerald Kay ("Kay") (Schiller,
Wnuk, Kay and Hoskin being collectively referred to as the "Directors", and
collectively, with CTG and SISC, referred to as the "CTG Affiliates" and each,
individually as a "CTG Affiliate").
WHEREAS, pursuant to a separate agreement (the "Schiller
Agreement"), Schiller agreed among other things (a) to sell his restated
employment agreement dated as of January 1, 1997 (the "Schiller Employment
Agreement") to CTG, (b) to purchase from CTG or its subsidiaries certain
subsidiaries of CTG for a purchase price of $1.00 per company, (c) Schiller
agreed to resign as a director and officer of CTG and its subsidiaries, (d)
Schiller agreed to transfer to CTG 1,190,000 shares of CTG's common stock, (e)
Schiller agreed to enter into a consulting agreement with CTG and (f) Schiller
waived certain rights he had in certain securities of CTG and/or its
subsidiaries; and
WHEREAS, pursuant to a separate agreement (the "Wnuk
Agreement"), Wnuk agreed, among other things, (a) to sell her employment
agreement (the "Wnuk Employment Agreement") with CTG, (b) Wnuk agreed to resign
as a director and officer of CTG and its subsidiaries, and (c) Wnuk waived
certain right she had to compensation and to certain securities of CTG and/or
its subsidiaries; and
WHEREAS, pursuant to a separate agreement (the "Kay/Hoskin
Agreement"), Kay and Hoskin agreed to resign as directors of CTG and its
subsidiaries; and
WHEREAS, the terms of the Schiller Agreement, the Wnuk
Agreement, the Kay/Hoskin Agreement (collectively, the "Specified Agreements")
and this Agreement have been negotiated with Edward D. Bright (the
"Representative"), individually as a shareholder of CTG and as a representative
of certain shareholders who are not affiliated with CTG, any of its subsidiaries
or any of the Directors; and
WHEREAS, SISC's subsidiary, International Magnetic Imaging,
Inc. and certain of its subsidiaries (collectively, "IMI"), are selling
substantially all of their assets to Comprehensive Medical Imaging, Inc. ("CMI")
pursuant to an asset purchase agreement (the "Purchase Agreement") dated January
28, 1998, by and among IMI, such subsidiaries and CMI, which sale is referred to
as the "IMI Sale" and the closing for which is presently scheduled to occur on
or about March 31, 1998; and
WHEREFORE, it is hereby agreed as follows:
A. Condition to, and Effectiveness of, the Specified Agreements and this
Agreement.
1. The effectiveness of this Agreement and the Specified
Agreements are conditioned upon the occurrence of the "Effectiveness
Conditions." The Effectiveness Conditions shall mean (a) the closing of the IMI
Sale pursuant to the Purchase Agreement by 11:59 p.m., New York City time on
April 3, 1998, or such other date as may be agreed upon in writing by the
Representative and the CTG Affiliates, (b) the receipt by Schiller or his
designees of the Schiller Payments, as defined in the Schiller Agreement,
contemporaneously with the closing of the IMI Sale and (c) the receipt by Wnuk
of the Wnuk Payments, as defined in the Wnuk Agreement, contemporaneously with
the closing of the IMI Sale. As used in this Agreement, the "effective time"
shall mean such time as the Closing of the IMI Sale pursuant to the Purchase
Agreement shall have been completed. As used in this Agreement, the receipt of
the Schiller Payments or the Wnuk Payments shall mean the receipt by such
persons of the payments provided for in the Schiller Agreement and the Wnuk
Agreement, respectively, not subject to any lien, encumbrance or restriction.
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2. If all of the Effectiveness Conditions shall not have
occurred for any reason, this Agreement and the Specified Agreements shall
terminate and be of no further force and effect, and no party shall have any
right or obligation pursuant to either this Agreement or any of the Specified
Agreements.
3. If the net proceeds from the IMI Sale to CTG after payment
of the Schiller Payments, the Wnuk Payments and all other payments to be made
from the proceeds of the IMI Sale shall be less than $9,100,000, the
Representative shall have the right to terminate this Agreement and the
Specified Agreements. In computing such net proceeds the IMI Escrow, as defined
in the Schiller Agreement, shall be deemed to have been received by CTG. The
computation of the net proceeds shall be based on a disbursement schedule
provided to the Representative contemporaneously with the execution of this
Agreement.
4. Any termination of this Agreement or the Specified
Agreements shall be without prejudice to the rights of any parties to this
Agreement, the Specified Agreements or the Representative to exercise any rights
and to pursue any remedies they have or may have under existing agreements,
under applicable law or as a result of any breach, prior to the termination of
this Agreement, of the provisions of Paragraph E of this Agreement.
B. Other Obligations Concerning Schiller.
1. Immediately prior to the effective time, Schiller shall
sign CTG's Form 10-K for the year ended December 31, 1997, provided that such
Form 10-K shall be reasonably satisfactory to Schiller in all material respects.
Schiller shall also execute and file or cause to be filed a Form 8-K current
report which describes the transactions provided for in this Agreement and the
Specified Agreements which shall be reasonably satisfactory to Schiller in all
material respects.
2. Schiller shall have the right to review and reasonably
comment on the Form 10-K reports for Trans Global and Netsmart. If requested by
either of such companies, Schiller shall execute such Form 10-K at the time of
the closing of the IMI Sale. Any such filing executed by Schiller shall be
reasonably satisfactory to Schiller in all material respects.
C. Director Action; Releases and Covenants.
1. The Directors confirm that the board of directors of CTG
has adopted and approved board resolutions authorizing the execution and
performance of this Agreement, the Specified Agreements and the execution of all
agreements, contracts and other documents necessary to effectuate the
transactions contemplated by this Agreement and the Specified Agreements, all of
which shall be in form and content reasonably satisfactory to the Representative
and the officer(s) of CTG executing such agreements, contracts and other
documents.
2. At the effective time, CTG, SISC and their respective
subsidiaries and divisions, as Releasors, shall each execute and deliver to
Schiller, Wnuk, Hoskin and Kay, as Releasees, releasing the Releasees from all
claims that the Releasors may have against the Releasees as a result of any
contract, agreement, understanding, or any tort or other claim, other than
claims which may not be released under applicable law, all of which releases
shall be in form and substance satisfactory to Schiller, Wnuk, Kay, Hoskin and
the Representative. Such releases shall be substantially in the form annexed
hereto as Exhibit 1.
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<PAGE>
3. At the effective time, Schiller, Wnuk, Hoskin and Kay, as
Releasors, shall each execute and deliver to CTG, SISC and each of their
subsidiaries and divisions, as Releasees, releasing the Releasees from all
claims that the Releasors may have against the Releasees as a result of any
contract, agreement, understanding, or any tort or other claim, including, but
not limited to, any rights to stock, options, conversion rights or any rights to
purchase any share of capital stock, any advances, unpaid wages, or benefits or
any other claims, other than claims which may not be released under applicable
law, all of which shall be in form and substance satisfactory to Schiller, Wnuk,
Kay, Hoskin and the Representative. Such releases shall be substantially in the
form annexed hereto as Exhibit 2.
4. Effective upon the closing of the IMI Sale and the payment
of the Schiller Payments, the Directors shall elect three (3) or more
individuals, who shall be designated in writing by the Representative prior
thereto and shall be reasonably acceptable to the Directors, as successor
directors of CTG, SISC and their respective subsidiaries. The number of
directors shall be at the discretion of the Representative. The election of the
successor directors shall take effect at the effective time.
5. If any Director shall be named as a defendant in any
action based on a claim which relates, directly or indirectly, to their services
as an officer or director of CTG, SISC or any of their subsidiaries, CTG shall
indemnify them to the extent permitted by the laws of the State of New York.
Such indemnification shall include the reimbursement by CTG of defense costs if
permitted by applicable law.
6. Schiller agrees that, without making any commitments on
behalf of any creditors of IMI or CTG, and without any compensation or other
consideration, he will use his best efforts to negotiate reductions in amounts
due to various creditors of IMI and CTG which are to be paid from the proceeds
of the IMI Sale. Nothing in this subparagraph C.6 shall be construed in any
manner to require a reduction in the Schiller Payments.
7. From the date hereof until the effective time, neither the
individual CTG Affiliates nor members of their families shall exercise any
options, warrants, conversion rights or other rights to purchase any shares of
capital stock, or transfer or sell any capital stock, of CTG, SISC and their
respective subsidiaries or divisions, or any options, warrants, conversion
rights or other rights to purchase shares of such capital stock.
D. Mutual Non-Disparagement Agreement.
1. Each party agrees that such party will not disparage any
other party to this Agreement or the Representative, and the Representative, by
consenting to this Agreement, agrees that he will not disparage any party to
this Agreement.
2. As used in this Agreement the verb "to disparage" shall
mean to make or induce others to make remarks, comments or statements of any
kind, either orally or in writing or though the Internet or other computer
media, which reflect adversely upon the character, professional ability or the
conduct of a person.
E. Corporate Governance.
1. From the date hereof until the effective time, except for
the IMI Sale, the transactions provided for in this Agreement and transactions
approved in advance and in writing by the Representative (which approval shall
not be unreasonably withheld or delayed), CTG, SISC and their respective
subsidiaries
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<PAGE>
and divisions shall not:
(a) terminate the employment or engagement of any
employee, officer, director, consultant of CTG, SISC and their respective
subsidiaries and divisions, or change the compensation of any such person in any
manner except as set forth in this Agreement;
(b) grant or agree to grant to any employees,
consultants, officers or directors of CTG, SISC and their respective
subsidiaries and divisions any increase in wages, salary, bonus or other
compensation, remuneration or benefits, or become a party to any employment
agreement, plan, or any consulting arrangement, or become a party to any
contract or arrangement, providing for payment of bonuses, profit sharing, stock
benefits, severance payments or retirement or other employment benefits;
(c) authorize for issuance or issue, sell or deliver
any shares of capital stock of CTG, SISC and their respective subsidiaries and
divisions or any securities or obligations convertible into or exchangeable for
shares of such capital stock, or issue or grant any option, warrant, conversion
right or other right to purchase any shares of such capital stock or make any
other change in the capital structure of CTG, SISC or their respective
subsidiaries and divisions, except for the issuance of stock upon the exercise
of options or warrants which are held by persons who are not parties to this
Agreement or affiliates of parties to this Agreement;
(d) split, combine or reclassify any shares of
capital stock of CTG, SISC and their respective subsidiaries and divisions, or
purchase, redeem or otherwise acquire, directly or indirectly, any shares of
such capital stock;
(e) voluntarily pay, incur, agree to incur, or agree
to become subject to, any debt or liability, except for:
(i) liabilities for normal payables arising in
the ordinary course of business, other than payments due to finders, consultants
or brokers fees, and
(ii) other liabilities which do not exceed
$25,000 in the aggregate, provided that no such liability shall be incurred to
or in favor of any CTG Affiliate;
(f) guarantee, or agree to guarantee, the debts or
liabilities of any other person or entity;
(g) make any loan or advance to any person who is an
officer, director, employee, shareholder, attorney or affiliate of CTG, SISC and
their respective subsidiaries and divisions, other than routine advances for
travel, meal and similar expenses incurred by persons other than the Directors
and their affiliates, not to exceed $25,000 in the aggregate;
(h) pay any liability of CTG or SISC other than
payroll;
(i) terminate, modify, amend or enter into any
material contract, or grant any consent or waiver thereunder;
(j) enter into or agree to enter into any material
commitment, other than commitments that are made in the ordinary course of
business consistent with prior practice;
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<PAGE>
(k) declare, set aside or pay any dividend or make
any other distribution with respect to or repurchase or redeem any shares of the
capital stock of CTG, SISC, and their respective subsidiaries and divisions;
(l) merge or consolidate with or agree to merge or
consolidate with, purchase or agree to purchase all or substantially all of the
assets of, or otherwise acquire an interest in any corporation, partnership, or
other business organization or acquire or lease any assets other than in the
ordinary course of business;
(m) sell, lease or otherwise dispose of or agree to
sell, lease or otherwise dispose of any material assets, properties, rights or
claims of CTG, SISC and their respective subsidiaries or divisions, except sales
of inventory that are in the ordinary course of business;
(n) make any capital expenditure (including any
capitalized development expenditure).
(o) mortgage, pledge or subject to any lien, charge
or encumbrance any assets, tangible or intangible, or capital stock, of CTG,
SISC and their respective subsidiaries and divisions other than existing liens
under existing agreements;
(p) make any election, except for an election under
the Section 754 of the Internal Revenue Code, with respect to any taxes or
returns affecting CTG, SISC and their respective subsidiaries and divisions; or
(q) take any action to amend or otherwise change the
Certificate of Incorporation or By-laws of CTG, SISC or their respective
subsidiaries or divisions.
2. From the date of this Agreement until the effective time,
CTG, SISC and their respective subsidiaries and divisions shall:
(a) use their best efforts to maintain the
properties and assets of CTG, SISC and their respective subsidiaries and
divisions in accordance with sound business practice and in good condition,
reasonable wear and tear excepted;
(b) operate their respective businesses consistent
with prior practice;
(c) use their best efforts to maintain and keep in
full force and effect all insurance on their respective assets and property and
for the benefit of their employees, and all liability and other casualty
insurance, and all bonds, if any, on personnel, presently carried, without
material modification or other change;
(d) use their respective best efforts to preserve
intact the organization of the CTG, SISC and their respective subsidiaries and
divisions and their businesses, keep available the service of the present
executives, employees and agents of CTG, SISC and their respective subsidiaries
and divisions, and preserve the good will of suppliers, customers and others
having business relationships with CTG, SISC and their respective subsidiaries
and divisions; and
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<PAGE>
(e) maintain the books, accounts and records of CTG,
SISC and their respective subsidiaries and divisions in the usual, regular and
ordinary manner consistent with prior years.
3. Nothing in this Paragraph E shall be construed to prohibit
or affect in any manner the ability of Netsmart or Trans Global to conduct their
respective businesses in the normal course and any action in the normal course
of business of Netsmart or Trans Global which would otherwise require approval
of the Representative shall not require such approval if such transaction is
approved by the president of Netsmart or Trans Global, as the case may be.
4. Without the consent of the Representative, the proceeds
from the IMI Sale shall not be disbursed other than in accordance with the
schedule provided to the Representative on the date of this Agreement or as may
be otherwise consented to in writing by the Representative. Immediately prior to
the closing of the IMI Sale, an officer or agent of CTG or IMI who is not a
party to this Agreement and is reasonably acceptable to the Representative,
shall provide written confirmation that the proceeds from the IMI Sale are to
being disbursed in accordance with such schedule.
5. All agreements, documents, instruments, guarantees and
undertakings to be given to or by CTG, SISC and their respective subsidiaries
pursuant to this Agreement or any of the Specified Agreements shall be
reasonably satisfactory in form and substance to the Representative.
6. None of the Specified Agreements shall be modified or
amended without the written approval of the Representative.
F. General.
1. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
2. Each provision of this Agreement has been agreed to and
adopted by all of the parties and the Representative, with the advice of counsel
after arms-length negotiations, and therefore, any ambiguity shall not be
interpreted against any party as the drafter of the Agreement.
3. Except as expressly set forth in this Agreement and the
Specified Agreements, neither Schiller, Wnuk, Hoskin or Kay has made any
representations or warranties to CTG, any party to the this Agreement or the
Specified Agreements or the Representative.
4. This Agreement shall be governed by the laws of the State of
New York. The parties hereto recognize that in the event of a breach of this
Agreement and each of the Specified Agreements, the remedy of money damages
would be inadequate and the parties would be irreparably harmed. Accordingly,
the parties also agree that the Representative, on behalf of CTG, shall be
entitled to equitable relief, including injunction and specific performance in
the event of any breach or threatened breach of the provisions of this Agreement
and each of the Specified Agreements, in addition to all other remedies
available at law or in equity.
5. The signatories to this Agreement have negotiated this
Agreement and the Specified Agreements with the Representative, on his own
behalf as a shareholder of CTG and on behalf of certain other shareholders of
CTG who are not affiliated with the named parties to this Agreement, and agree
that
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the Representative, acting on his own behalf as a shareholder of CTG and/or on
behalf of such other shareholders of CTG is an intended beneficiary of the
representations, warranties, covenants and undertakings made by such signatories
to this Agreement and each of the Specified Agreements.
6. This Agreement, together with the Specified Agreements,
constitutes the entire agreement of the parties as to its subject matter,
superseding any and all prior or contemporaneous oral or prior written
agreements, understandings and letters of intent and may not be modified or
amended nor may any right be waived except by a writing which is signed by all
parties, with the consent of the Representative, in the case of a modification
or amendment, or by the party granting the waiver, in the case of a waiver.
[Balance of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first aforesaid.
CONSOLIDATED TECHNOLOGY GROUP LTD.
By:_______________________________
SIS CAPITAL CORPORATION
By:____________________
Lewis S. Schiller
____________________
Grazyna B. Wnuk
____________________
E. Gerald Kay
____________________
Norman J. Hoskin
The undersigned, individually and as representative of certain shareholders of
CTG, hereby consents to the foregoing Agreement and the Specified Agreements and
confirms that if the parties to this Agreement and the Specified Agreements
comply in all material respects with the provisions of this Agreement and the
Specified Agreements, he will not take, or aid or assist others in taking, any
action which has or may have the effect of preventing the implementation of the
provisions of this Agreement and the Specified Agreements.
Edward D. Bright
________________
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