<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date earliest event reported) May 26, 1999
-----------------------------
SAF T LOK, INCORPORATED
-----------------------
(exact name of registrant as specified in its charter)
FLORIDA
-------
(State or other jurisdiction of incorporation)
1-11968 65-0142837
- ------------------------------- -----------------------------------------
(Commission File Number) (IRS Employer Identification Number)
1101 NORTHPOINT PARKWAY, WEST PALM BEACH, FLORIDA 33407
---------------------------------------------------------
(Address of principal executive offices)
33406
(Zip Code)
Registrant's Telephone Number, Including Area Code: (561) 478-5625
--------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
------------
On May 26, 1999, SAF T LOK INCORPORATED (the "Company") effected the
closing of the following transactions:
(I) Pursuant to the Amendment to and Termination of Non-Exclusive
Distribution and Pricing Agreement (the "Amendment"), which was made
as of May 18, 1999 but delivered on May 26, 1999:
(A) The Company and United Safety Action, Inc. ("United") terminated
the February 11, 1998 Non-Exclusive Distribution and Pricing
Agreement (the "Agreement") under which United had been granted
the exclusive world-wide right to sell SAF T LOK(R) products to
wholesalers, retailers and end users other than law enforcement
agencies, governmental entities, military organizations and gun
manufacturers.
(B) United and the Company exchanged Mutual Releases and United
caused Empire Consulting Ltd., Inc. ("Empire"), Danvers
Investment Corp. ("Danvers"), Amexcorp., Ltd. ("Amexcorp"), Mr.
Shalom Weiss, Mr. Arthur Braun and Mr. Geno Weiser to exchange
Mutual Releases with the Company (the Company did not exchange
Mutual Releases with Atom Corp. ("Atom"), Robert Cordes and
Richard Gladstone as originally required by the terms of the
Amendment).
(C) United was permitted to retain approximately 20,000 of the
Company's gun locks which it had not paid for.
(D) The Company terminated a Consulting Agreement with Empire
pursuant to which the Company had been required to pay Empire a
commission on orders placed pursuant to the Agreement.
(E) The Company repurchased 2,000,000 warrants (having an exercise
price of $5.00 per share) that it had previously issued to
Danvers, Amexcorp and Atom at a price of $.25 per warrant.
(F) The Company was permitted to retain 1,000,000 shares of the
Company's Common Stock that had been issued in the name of United
and pledged to the Company pending United's performance of its
obligation to advertise the Company's products; the Company is
canceling such shares and returning them to authorized but
unissued status.
<PAGE>
(II) On May 26, 1999, holders of a total of 500,000 warrants to purchase
the Company's Common Stock at a price of $3.00 per share exercised
such warrants. Of the $1,500,000 of gross proceeds payable upon
exercise of the $3.00 warrants, $195,000 was withheld for placement
and related fees and $500,000 was used for the repurchase of the
2,000,000 $5.00 warrants discussed above. The $3.00 warrants were
issued as part of the Company's October 1997 private placement
offering conducted pursuant to Regulation S. The Company also
exchanged a Mutual Release with Firstimpex, Inc. ("Firstimpex), Merca
Corp., Inc. ("Merca") and Dafico Investment Corp. ("Dafico") (the
holders of the $3.00 warrants). The Company intends to use the net
proceeds ($805,000) for general corporate purposes.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
10.1 Amendment to and Termination of Non-Exclusive Distribution and
Pricing Agreement dated as of May 18, 1999, and delivered May
26, 1999, by and between the Company and United.
10.2 Stock Pledge Termination Agreement dated as of May 18, 1999, and
delivered May 26, 1999, by and between the Company and United.
10.3 Termination Agreement dated as of May 18, 1999, and delivered
May 26, 1999, by and between the Company and Empire.
10.4 Mutual Release dated May 18, 1999, and delivered May 26, 1999,
by Danvers, Amexcorp, the Company, Mr. Shalom Weiss and Mr. Geno
Weiser.
10.5 Mutual Release dated May 18, 1999, and delivered May 26, 1999,
by the Company and Empire.
10.6 Mutual Release dated May 18, 1999, and delivered May 26, 1999,
by the
<PAGE>
Company and United.
10.7 Mutual Release dated May 18, 1999, and delivered May 26, 1999,
by Firstimpex, Mercacorp and Dafico.
99.1 Press Release dated May 27, 1999.
<PAGE>
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.
SAF T LOK INCORPORATED
By: /s/ William M. Schmidt
----------------------------------------
William M. Schmidt
Chief Financial Officer, Prinicpal Financial Officer,
Principal Accounting Officer, Vice President
Date: June 3, 1999
<PAGE>
EXHIBIT 10.1
------------
AMENDMENT
TO AND TERMINATION OF
NON-EXCLUSIVE DISTRIBUTION AND PRICING AGREEMENT
------------------------------------------------
THIS AMENDMENT AND TERMINATION is made as of this 18th day of May, 1999
(the "Amendment") to the Non-Exclusive Distribution and Pricing Agreement dated
February 11, 1998 (the "Agreement") by and between Saf T Lok Incorporated, a
Florida corporation ("STL") and United Safety Action, Inc., a New York
corporation ("United").
WHEREAS, STL and United entered into the Agreement to provide for the
distribution by United of certain gun-locking devices manufactured by STL,
subject to the terms set forth in the Agreement; and
WHEREAS, as an inducement to United to commit to the Initial Order (as
defined in the Agreement) and to perform its obligations under the Agreement,
STL issued and delivered to United 1,000,000 shares of STL Common Stock (the
"Shares") which Shares were pledged by United for the benefit of STL to secure
United's obligations under the Agreement as provided by the Stock Pledge
Agreement dated as of February 11, 1998, by and between STL and United; and
WHEREAS, STL executed an Undertaking dated February 11, 1998, (the
"Undertaking") in favor of Danvers Investment Corp. ("Danvers"), Amexcorp Ltd.
("Amex") and Atom Corp. ("Atom") (collectively referred to as "ADA") pursuant to
which the Company issued: (i) warrants to purchase 1,000,000 shares of STL
common stock to Danvers; (ii) warrants to purchase 500,000 shares of STL Common
Stock to Amex; and (iii) warrants to purchase 500,000 shares of common stock to
Atom as compensation to ADA for introducing STL to United, each warrant being
exercisable for a term of five (5) years ending February 11, 2003, at an
exercise price of $5.00 per share (collectively the "ADA Warrants"); and
WHEREAS, STL entered into an agreement with Empire Consulting Ltd., Inc.
("Empire") on February 11, 1998 (the "Consulting Agreement"), in order to
compensate Empire for procuring the Agreement, and for orders of gun locks
placed with STL, pursuant to which STL agreed to pay Empire a 15% commission of
the gross dollar amount of gun-lock orders placed by United and 15% of the
amount paid to STL upon the exercise of the ADA Warrants; and
WHEREAS, STL and United wish to be relieved of any further obligations
under the Agreement, and in that regard desire to amend the Agreement and take
such further actions as set forth herein, and the parties further wish to
resolve certain outstanding matters between them as set forth in the recitals.
NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, STL and United hereby amend the Agreement as follows:
<PAGE>
1. Definitions. All capitalized terms used in this Amendment and not
------------
defined herein shall have the meanings set forth in the Agreement.
2. Termination of Agreement. STL and United hereby agree that except as
-------------------------
expressly provided by this Amendment and notwithstanding any provision to the
contrary in the Agreement, the Agreement shall be terminated effective upon the
execution of this Amendment by STL and United and the delivery by each party to
the other of the documents described below, such delivery to be deemed made upon
delivery by overnight courier to, and receipt by, Robert L. Ruben, Esquire,
Ruben & Aronson, LLP, 3299 K Street, N.W., Suite 403, Washington, D.C. 20007, on
behalf of STL, and Edward H. Burnbaum, Esq., Lynch Rowin Novack Burnbaum &
Crystal, P.C., 300 East 42nd Street, 10th Floor, New York, New York 10017, on
behalf of United. STL and United agree that upon such termination, neither
party nor any third party will have any rights under or with respect to the
Agreement except as expressly provided by the terms of this Amendment. The
parties agree that all actions required to be taken under this Amendment will be
taken concurrently with the execution and delivery of this Amendment.
3. Return and Cancellation of Shares. STL and United shall execute and
----------------------------------
deliver to each other the Stock Pledge Termination Agreement and United shall
execute and deliver to STL the Assignment Separate from Certificate in the forms
attached as Exhibit A and Exhibit A.1, respectively, hereto upon the execution
--------- -----------
of this Amendment, at which time United shall relinquish all rights to the
Shares which shall then be cancelled by STL.
4. Disposition of Locks. STL and United agree that United shall be
---------------------
entitled to retain all gun locks (the "Locks") previously delivered by STL to
United (or its designee) in consideration of United's agreements and performance
hereunder. STL and United hereby agree that no warranties, express or implied,
shall be deemed to have been made, and that no warranties, express or implied,
have been made or otherwise effected with respect to the Locks or any portion
thereof. The parties further agree, subject to United's compliance with the
terms of this Amendment, that the Locks will be deemed to be sold to United (or
its designee) "as is" and "where is". United hereby waives any claim that it
may have with respect to any defect of the Locks or any portion thereof and any
claim that it may have with respect to the conformity or non-conformity of the
Locks to any specifications. Nothing in this Section 4 shall preclude any owner
or distributor of the Locks from placing advertisements for the sale of the
Locks.
5. Covenants. United hereby agrees with STL and covenants that it will
----------
not present itself or conduct itself in any manner that will cause United to be
viewed as STL's distributor or as an affiliate in any capacity of STL. United
further covenants that any advertisement placed by United after the date hereof
concerning the Locks will state that the Seller is not affiliated with Saf T Lok
Incorporated.
6. Buyback of Warrants and Termination of Other Agreements. STL and
--------------------------------------------------------
United also agree that United will cause ADA on the date hereof to: (i) deliver
the ADA Warrants to STL and relinquish all rights with respect thereto, which
ADA Warrants will be cancelled and voided by STL upon its receipt thereof, in
consideration of the payment thereof by STL of $.25 per ADA Warrant for a total
of $500,000, the receipt of which is hereby acknowledged; (ii) terminate the
<PAGE>
Undertaking executed by ADA and STL; and (iii) execute and deliver Mutual
Releases to STL, which will also be signed by STL and which will also include
the individuals Robert Cordes, Richard Gladstone, Sholem Weiss, and Geno Weiser,
in the forms attached as Exhibit B and Exhibit B.1. STL and United further
--------- -----------
agree that United will cause Empire to terminate the Consulting Agreement, such
termination to be effected in the form attached as Exhibit C and will also cause
---------
Empire to execute and deliver to STL the Mutual Release, which will also be
signed by STL, in the form attached as Exhibit C.
---------
7. Mutual Release. STL and United hereby agree to execute and deliver to
---------------
each other a Mutual Release in the form attached as Exhibit D, which will also
---------
include Arthur Braun, upon the execution of this Amendment.
8. Governing Law. This Amendment and any disputes or claims arising
--------------
hereunder shall be governed by the laws of the State of New York without regard
to principles of conflicts of law.
9. Counterparts. This Amendment may be executed in counterparts, each of
-------------
which shall be deemed an original and all of which shall constitute one and the
same Agreement.
10. Further Assurances. United and STL mutually agree and covenant that
-------------------
each will execute promptly such other documents and instruments as shall be
required to effectuate the purposes of this Agreement, but in any event within
three (3) business days of receipt by United or STL of any such request, any
such request to be deemed received upon delivery by facsimile to: Robert L.
Ruben, Esquire, Ruben & Aronson, LLP, 3299 K Street, N.W., Suite 403,
Washington, D.C. 20007, Fax: (202) 965-3700, on behalf of STL, and Edward H.
Burnbaum, Esquire, Lynch Rowin Novack Burnbaum & Crystal, P.C., 300 East 42nd
Street, New York, New York 10017, Fax: (212) 986-2907, on behalf of United.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
SAF T LOK INCORPORATED
By: /s/ Franks Brooks
--------------------------
Name: Frank Brooks
------------------------
Its: Chairman
-------------------------
UNITED SAFETY ACTION, INC.
By: /s/ Arthur Braun
--------------------------
Name: Arthur Braun
------------------------
<PAGE>
Its: President
-------------------------
<PAGE>
EXHIBIT A
---------
STOCK PLEDGE TERMINATION AGREEMENT
----------------------------------
THIS STOCK PLEDGE TERMINATION AGREEMENT dated as of May ___, 1999 (the
"Agreement") is entered into by and between Saf T Lok Incorporated, a Florida
corporation ("STL") and United Safety Action, Inc., a New York corporation
("United").
WHEREAS, STL and United entered into a Non-Exclusive Distribution and
Pricing Agreement (the "Distribution Agreement") to provide for the distribution
by United of certain gun locking devices manufactured by STL, subject to the
terms set forth in the Distribution Agreement; and
WHEREAS, as an inducement to United to perform its obligations under the
Distribution Agreement, STL issued and delivered to United 1,000,000 shares of
STL Common Stock (the "Shares") which Shares were pledged by United for the
benefit of STL, pursuant to a Stock Pledge Agreement dated as of February 11,
1998 between STL and United, to secure United's obligations under the
Distribution Agreement (the "Stock Pledge Agreement"); and
WHEREAS, STL and United have entered into an Amendment and Termination of
the Distribution Agreement on the date hereof terminating the Distribution
Agreement, except as otherwise provided in such Amendment (the "Amendment"); and
WHEREAS, STL and United desire to terminate the Stock Pledge Agreement in
the manner set forth herein.
NOW THEREFORE, for good and valuable consideration the adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
1. Termination. Notwithstanding anything to the contrary contained in the
------------
Distribution Agreement or the Stock Pledge Agreement, STL and United hereby
agree to terminate the Stock Pledge Agreement subject to the express terms set
forth herein, effective as of the date first set forth above. United hereby
waives and relinquishes any rights to the Shares and agrees that STL shall be
entitled to cancel such Shares at any time following United's execution and
delivery of this Agreement and the Assignment Separate From Certificate attached
as Exhibit A.1. United and STL mutually release the other from any claims that
it may have arising from the issuance and delivery of the Shares and United
waives all rights that it has or may be deemed to have to the Shares.
2. Representations and Warranties of United. United hereby represents and
-----------------------------------------
warrants to STL that it has not granted or otherwise conveyed any rights in the
Shares to any third party and further represents and warrants that neither it
nor any third party has or will have any right in the Shares. United and STL
mutually represent and warrant that each is entering into this Agreement as a
further inducement for the other to enter into and execute the Amendment.
<PAGE>
3. Further Assurances. United and STL agree and covenant that each will
-------------------
execute promptly such other documents and instruments as shall be requested by
the other to effectuate the purposes of this Agreement, but in any event within
three (3) business days of the receipt of any such request, any such request to
be deemed received upon delivery by facsimile to: Robert L. Ruben, Esquire,
Ruben & Aronson, LLP, 3299 K Street, N.W., Suite 403, Washington, D.C. 20007,
Fax: (202) 965-3700, on behalf of STL, and Edward H. Burnbaum, Esquire, Lynch
Rowin Novack Burnbaum & Crystal, P.C., 300 East 42nd Street, New York, New York
10017, Fax: (212) 986-2907, on behalf of United.
4. Assignment Separate From Certificate. Upon execution of this
------------------------------------
Agreement, United will execute and deliver to STL the Assignment Separate From
Certificate attached as Exhibit A-1.
5. Governing Law. This Agreement and any disputes or claims arising under
--------------
this Agreement shall be governed by the laws of the State of New York without
regard to principles of conflicts of law.
6. Counterparts. This Agreement may be executed in counterparts, each of
-------------
which shall be deemed an original and all of which shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SAF T LOK INCORPORATED
By:__________________________
Name: Frank Brooks
------------------------
Its: Chairman
-------------------------
UNITED SAFETY ACTION, INC.
By:__________________________
Name: Arthur Braun
------------------------
Its: President
-------------------------
<PAGE>
EXHIBIT A.1
-----------
ASSIGNMENT SEPARATE FROM CERTIFICATE
------------------------------------
FOR VALUE RECEIVED, the undersigned, ______________________________, hereby
sells, assigns, transfers and conveys unto Saf T Lok Incorporated, a Florida
corporation, all of the undersigned's right, title and interest in and to
1,000,000 shares of the Common Stock, par value $.01 per share, of Saf T Lok
Incorporated represented by Stock Certificate No. ____________ herewith, and
does hereby irrevocably constitute and appoint William Schmidt to transfer such
shares on the books of Saf T Lok Incorporated with full power of substitution
in the premises.
Dated: As of May _____, 1999.
UNITED SAFETY ACTION, INC.
By:________________________
Print Name: Arthur Braun
----------------
Title: President
---------------------
<PAGE>
EXHIBIT B
---------
MUTUAL RELEASE
--------------
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Danvers Investment Corp. ("Danvers"), Amexcorp Ltd. ("Amex"),
Sholem Weiss and Geno Weiser, each for itself and himself and, in the case of
Danvers and Amex , on behalf of their officers, directors, shareholders, and
affiliates, hereby forever RELEASE and DISCHARGE Saf T Lok Incorporated, a
Florida corporation located at 1101 Northpoint Parkway, West Palm Beach, Florida
33407 ("STL"), together with its officers, directors, shareholders, employees,
representatives, successors, assigns, attorneys and affiliates, of and from all
manner of actions, causes of action, suits, debts, damages, and demands
whatsoever, in law or equity, that they, their shareholders, officers, directors
and affiliates, have, had, or hereafter can, shall or may have upon, or by
reason of any matter, cause or thing whatsoever, from the beginning of the world
to the day of the date of this RELEASE.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STL, for itself and on behalf of its officers, directors,
shareholders, and affiliates hereby forever RELEASE and DISCHARGE each of
Danvers and Amex, together with each of their officers, directors, shareholders,
employees, representatives, successors, assigns, attorneys and affiliates, and
the individual persons Sholem Weiss and Geno Weiser, of and from all manner of
actions, causes of action, suits, debts, damages, and demands whatsoever, in law
or equity, that STL, its shareholders, officers, directors and affiliates, has,
had, or hereafter can, shall or may have upon, or by reason of any matter, cause
or thing whatsoever, from the beginning of the world to the day of the date of
this RELEASE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
This Mutual Release is being made in New York and is to be governed by the
laws of such jurisdiction. Any dispute arising hereunder shall be resolved in
the courts of such state.
AGREED this ___ day of May, 1999.
DANVERS INVESTMENT CORP. SAF T LOK INCORPORATED
By:______________________ By:________________________
Name:____________________ Name: Frank Brooks
---------------------
Its:_____________________ Its: Chairman
---------------------
AMEX CORP LTD.
By:______________________
Name:____________________
Its:_____________________
_________________________ ______________________________
SHOLEM WEISS GENO WEISER
<PAGE>
EXHIBIT B.1
-----------
MUTUAL RELEASE
--------------
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Atom Corp. ("Atom"), and Richard Gladstone each for itself and
himself and, in the case of Atom, on behalf of its officers, directors,
shareholders, and affiliates, hereby forever RELEASE and DISCHARGE Saf T Lok
Incorporated, a Florida corporation located at 1101 Northpoint Parkway, West
Palm Beach, Florida 33407 ("STL"), together with its officers, directors,
shareholders, employees, representatives, successors, assigns, attorneys and
affiliates, of and from all manner of actions, causes of action, suits, debts,
damages, and demands whatsoever, in law or equity, that they, their
shareholders, officers, directors and affiliates, have, had, or hereafter can,
shall or may have upon, or by reason of any matter, cause or thing whatsoever,
from the beginning of the world to the day of the date of this RELEASE.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STL, for itself and on behalf of its officers, directors,
shareholders, and affiliates hereby forever RELEASE and DISCHARGE Atom, together
with each of their officers, directors, shareholders, employees,
representatives, successors, assigns, attorneys and affiliates, and the
individual person Richard Gladstone of and from all manner of actions, causes of
action, suits, debts, damages, and demands whatsoever, in law or equity, that
STL, its shareholders, officers, directors and affiliates, has, had, or
hereafter can, shall or may have upon, or by reason of any matter, cause or
thing whatsoever, from the beginning of the world to the day of the date of this
RELEASE.
This Mutual Release is being made in New York and is to be governed by the
laws of such jurisdiction. Any dispute arising hereunder shall be resolved in
the courts of such state.
AGREED this _________ day of May, 1999.
SAF T LOK INCORPORATED ATOM CORP.
By:____________________________ By: ____________________________________
Name: Frank Brooks Name: Richard Gladstone
-------------------------- --------------------------------------
Its: Chairman Its: President
--------------------------- ---------------------------------------
_______________________________
RICHARD GLADSTONE
<PAGE>
EXHIBIT C
---------
TERMINATION AGREEMENT
---------------------
THIS TERMINATION AGREEMENT dated as of May ___, 1999 (the "Agreement") is
entered into by and between Saf T Lok Incorporated, a Florida corporation
("STL") and Empire Consulting Ltd., Inc. a New York corporation ("Empire").
WHEREAS, STL and United Safety Action Incorporated ("United") entered into
a Non-Exclusive Distribution and Pricing Agreement dated as of February 11, 1998
(the "Distribution Agreement") to provide for the distribution by United of
certain gun-locking devices manufactured by STL, subject to the terms set forth
therein; and
WHEREAS, STL entered into an agreement (the "Consulting Agreement") with
Empire on February 11, 1998 to compensate Empire for procuring the Distribution
Agreement, and for orders of gun locks placed with STL, pursuant to which STL
agreed to pay Empire a 15% commission of the gross dollar amount of gun-lock
orders placed by Empire and an additional 15% of the amount paid to STL upon the
exercise of the ADA Warrants; and
WHEREAS, STL and Empire desire to terminate the Consulting Agreement in the
manner and pursuant to the provisions set forth herein.
NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, STL and Empire hereby agree as follows:
1. Termination of Consulting Agreement. Notwithstanding any provision to
------------------------------------
the contrary contained in the Consulting Agreement, STL and Empire hereby agree
to terminate the Consulting Agreement subject to the express terms set forth
herein, effective as of the date first set forth above. Empire hereby
acknowledges that as of the date hereof, Empire is not entitled to any
compensation under the Consulting Agreement with respect to any STL products
previously delivered to United or any other person or entity. Empire consents
to the termination of the Distribution Agreement, the Undertaking and the ADA
Warrants pursuant to the May ____, 1999 Amendment to and Termination of Non-
Exclusive Distribution and Pricing Agreement between STL and United and the May
____, 1999 Termination Agreement between STL and ADA, which agreements Empire
has read and understood.
2. Covenants of Empire. Empire covenants, warrants and represents that
--------------------
it has not assigned or otherwise conveyed its interest in the Consulting
Agreement to any other party and that it will indemnify STL and hold it harmless
against any claim to compensation hereunder by any party claiming by, under of
through Empire.
3. Mutual Release. Empire and STL agree to execute and deliver to each
---------------
other a Mutual Release in the form attached as Exhibit C.1.
4. Further Assurances. Empire and STL agree and covenant that each will
-------------------
execute
<PAGE>
promptly such other documents and instruments as shall be requested by the other
to effectuate the purposes of this Agreement, but in any event within three (3)
business days of the receipt of any such request, any such request to be deemed
received upon delivery by facsimile to: Robert L. Ruben, Esquire, Ruben &
Aronson, LLP, 3299 K Street, N.W., Suite 403, Washington, D.C. 20007, Fax: (202)
965-3700, on behalf of STL, and Edward H. Burnbaum, Esquire, Lynch Rowin Novack
Burnbaum & Crystal, P.C., 300 East 42nd Street, New York, New York 10017, Fax:
(212) 986-2907, on behalf of Empire.
5. Governing Law. This Agreement and any disputes or claims arising
--------------
hereunder shall be governed by the laws of the State of New York without regard
to principles of conflicts of law.
6. Counterparts. This Agreement may be executed in counterparts, each of
-------------
which shall be deemed an original and all of which shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written.
SAF T LOK INCORPORATED
By:________________________________
Name: Frank Brooks
------------------------------
Its: Chairman
------------------------------
EMPIRE CONSULTING LTD. INC.
By:________________________________
Name:______________________________
Its:_______________________________
<PAGE>
EXHIBIT C.1
-----------
MUTUAL RELEASE
--------------
(Empire)
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Empire Consulting Ltd. Inc. ("Empire") for itself and on behalf of
its officers, directors, shareholders, and affiliates hereby forever RELEASE and
DISCHARGE Saf T Lok Incorporated, a Florida corporation located at 1101
Northpoint Parkway, West Palm Beach, Florida 33407("STL"), together with its
officers, directors, shareholders, employees, representatives, successors,
assigns, attorneys and affiliates, of and from all manner of actions, causes of
action, suits, debts, damages, and demands whatsoever , in law or equity, that
Empire, its shareholders, officers, directors and affiliates, have, had, or
hereafter can, shall or may have upon, or by reason of any matter, cause or
thing whatsoever, from the beginning of the world to the day of the date of this
RELEASE.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STL, for itself and on behalf of its officers, directors,
shareholders, employees, representatives, successors, assigns and affiliates
hereby forever RELEASE and DISCHARGE Empire, together with its officers,
directors, shareholders, employees, representatives, successors, assigns,
attorneys and affiliates, of and from all manner of actions, causes of action,
suits, debts, damages, and demands whatsoever that STL, its shareholders,
officers, directors and affiliates, has, had, or hereafter can, shall or may
have upon, or by reason of any matter, cause or thing whatsoever, from the
beginning of the world to the day of the date of this RELEASE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
This Mutual Release is being made in New York and is to be governed by
the laws of such jurisdiction. Any dispute arising hereunder shall be resolved
in the courts of such state.
AGREED this ___ day of May, 1999.
EMPIRE CONSULTING LTD. INC. SAF T LOK INCORPORATED
By:________________________ By:___________________
Name:______________________ Name: Frank Brooks
-----------------
Its:_______________________ Its: Chairman
------------------
<PAGE>
EXHIBIT D
---------
MUTUAL RELEASE
--------------
(United)
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged United Safety Action, Inc., a New York corporation ("United"), and
Arthur Braun for itself and on behalf of its officers, directors, shareholders,
and affiliates, and Arthur Braun hereby forever RELEASE and DISCHARGE Saf T Lok
Incorporated, a Florida corporation located at 1101 Northpoint Parkway, West
Palm Beach, Florida 33407 ("STL"), together with its officers, directors,
shareholders, employees, representatives, successors, assigns, attorneys and
affiliates, of and from all manner of actions, causes of action, suits, debts,
damages, and demands whatsoever, in law or equity, that Arthur Braun and United,
its shareholders, officers, directors and affiliates, have, had, or hereafter
can, shall or may have upon, or by reason of any matter, cause or thing
whatsoever, from the beginning of the world to the day of the date of this
RELEASE.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STL, for itself and on behalf of its officers, directors,
shareholders, and affiliates hereby forever RELEASES and DISCHARGES Arthur Braun
and United, together with its officers, directors, shareholders, employees,
representatives, successors, assigns, attorneys and affiliates, of and from all
manner of actions, causes of action, suits, debts, damages, and demands
whatsoever, in law or equity, that STL, its shareholders, officers, directors
and affiliates, has, had, or hereafter can, shall or may have upon, or by reason
of any matter, cause or thing whatsoever, from the beginning of the world to the
day of the date of this RELEASE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
This Mutual Release is being made in New York and is to be governed by the
laws of such jurisdiction. Any dispute arising hereunder shall be resolved in
the courts of such state.
AGREED this ___ day of May, 1999.
UNITED SAFETY ACTION, INC. SAF T LOK INCORPORATED
By:_________________________ By:_________________________
Name: Arthur Braun Name: Frank Brooks
----------------------- -----------------------
Its: President Its: Chairman
------------------------ -----------------------
ARTHUR BRAUN
<PAGE>
EXHIBIT 10.2
------------
STOCK PLEDGE TERMINATION AGREEMENT
----------------------------------
THIS STOCK PLEDGE TERMINATION AGREEMENT dated as of May 18, 1999 (the
"Agreement") is entered into by and between Saf T Lok Incorporated, a Florida
corporation ("STL") and United Safety Action, Inc., a New York corporation
("United").
WHEREAS, STL and United entered into a Non-Exclusive Distribution and
Pricing Agreement (the "Distribution Agreement") to provide for the distribution
by United of certain gun locking devices manufactured by STL, subject to the
terms set forth in the Distribution Agreement; and
WHEREAS, as an inducement to United to perform its obligations under the
Distribution Agreement, STL issued and delivered to United 1,000,000 shares of
STL Common Stock (the "Shares") which Shares were pledged by United for the
benefit of STL, pursuant to a Stock Pledge Agreement dated as of February 11,
1998 between STL and United, to secure United's obligations under the
Distribution Agreement (the "Stock Pledge Agreement"); and
WHEREAS, STL and United have entered into an Amendment and Termination of
the Distribution Agreement on the date hereof terminating the Distribution
Agreement, except as otherwise provided in such Amendment (the "Amendment"); and
WHEREAS, STL and United desire to terminate the Stock Pledge Agreement in
the manner set forth herein.
NOW THEREFORE, for good and valuable consideration the adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
1. Termination. Notwithstanding anything to the contrary contained in the
-----------
Distribution Agreement or the Stock Pledge Agreement, STL and United hereby
agree to terminate the Stock Pledge Agreement subject to the express terms set
forth herein, effective as of the date first set forth above. United hereby
waives and relinquishes any rights to the Shares and agrees that STL shall be
entitled to cancel such Shares at any time following United's execution and
delivery of this Agreement and the Assignment Separate From Certificate attached
as Exhibit A.1. United and STL mutually release the other from any claims that
it may have arising from the issuance and delivery of the Shares and United
waives all rights that it has or may be deemed to have to the Shares.
2. Representations and Warranties of United. United hereby represents and
----------------------------------------
warrants to STL that it has not granted or otherwise conveyed any rights in the
Shares to any third party and further represents and warrants that neither it
nor any third party has or will have
<PAGE>
any right in the Shares. United and STL mutually represent and warrant that each
is entering into this Agreement as a further inducement for the other to enter
into and execute the Amendment.
3. Further Assurances. United and STL agree and covenant that each will
------------------
execute promptly such other documents and instruments as shall be requested by
the other to effectuate the purposes of this Agreement, but in any event within
three (3) business days of the receipt of any such request, any such request to
be deemed received upon delivery by facsimile to: Robert L. Ruben, Esquire,
Ruben & Aronson, LLP, 3299 K Street, N.W., Suite 403, Washington, D.C. 20007,
Fax: (202) 965-3700, on behalf of STL, and Edward H. Burnbaum, Esquire, Lynch
Rowin Novack Burnbaum & Crystal, P.C., 300 East 42/nd/ Street, New York, New
York 10017, Fax: (212) 986-2907, on behalf of United.
4. Assignment Separate From Certificate. Upon execution of this
------------------------------------
Agreement, United will execute and deliver to STL the Assignment Separate From
Certificate attached as Exhibit A-1.
5. Governing Law. This Agreement and any disputes or claims arising under
-------------
this Agreement shall be governed by the laws of the State of New York without
regard to principles of conflicts of law.
6. Counterparts. This Agreement may be executed in counterparts, each of
------------
which shall be deemed an original and all of which shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SAF T LOK INCORPORATED
By: /s/ Frank Brooks
-----------------------------------------
Name: Frank Brooks
---------------------------------------
Its: Chairman
----------------------------------------
UNITED SAFETY ACTION, INC.
By: /s/ Arthur Braun
-----------------------------------------
Name: Arthur Braun
---------------------------------------
Its: President
----------------------------------------
<PAGE>
EXHIBIT 10.3
------------
MUTUAL RELEASE
--------------
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Danvers Investment Corp. ("Danvers"), Amexcorp Ltd. ("Amex"),
Sholem Weiss and Geno Weiser, each for itself and himself and, in the case of
Danvers and Amex , on behalf of their officers, directors, shareholders, and
affiliates, hereby forever RELEASE and DISCHARGE Saf T Lok Incorporated, a
Florida corporation located at 1101 Northpoint Parkway, West Palm Beach, Florida
33407 ("STL"), together with its officers, directors, shareholders, employees,
representatives, successors, assigns, attorneys and affiliates, of and from all
manner of actions, causes of action, suits, debts, damages, and demands
whatsoever, in law or equity, that they, their shareholders, officers, directors
and affiliates, have, had, or hereafter can, shall or may have upon, or by
reason of any matter, cause or thing whatsoever, from the beginning of the world
to the day of the date of this RELEASE.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STL, for itself and on behalf of its officers, directors,
shareholders, and affiliates hereby forever RELEASE and DISCHARGE each of
Danvers and Amex, together with each of their officers, directors, shareholders,
employees, representatives, successors, assigns, attorneys and affiliates, and
the individual persons Sholem Weiss and Geno Weiser, of and from all manner of
actions, causes of action, suits, debts, damages, and demands whatsoever, in law
or equity, that STL, its shareholders, officers, directors and affiliates, has,
had, or hereafter can, shall or may have upon, or by reason of any matter, cause
or thing whatsoever, from the beginning of the world to the day of the date of
this RELEASE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
This Mutual Release is being made in New York and is to be governed by the
laws of such jurisdiction. Any dispute arising hereunder shall be resolved in
the courts of such state.
AGREED this 18th day of May, 1999.
DANVERS INVESTMENT CORP. SAF T LOK INCORPORATED
By: /s/ By: /s/ Frank Brooks
-------------------------- ---------------------------------
Name:________________________ Name: Frank Brooks
-------------------------------
Its:_________________________ Its: Chairman
--------------------------------
AMEX CORP LTD.
By: /s/
--------------------------
Name:________________________
Its:_________________________
/s/ Sholem Weiss /s/ Geno Weiser
- ----------------------------- ------------------------------------
SHOLEM WEISS GENO WEISER
<PAGE>
EXHIBIT 10.4
------------
TERMINATION AGREEMENT
---------------------
THIS TERMINATION AGREEMENT dated as of May 18, 1999 (the "Agreement") is
entered into by and between Saf T Lok Incorporated, a Florida corporation
("STL") and Empire Consulting Ltd., Inc. a New York corporation ("Empire").
WHEREAS, STL and United Safety Action Incorporated ("United") entered into
a Non-Exclusive Distribution and Pricing Agreement dated as of February 11, 1998
(the "Distribution Agreement") to provide for the distribution by United of
certain gun-locking devices manufactured by STL, subject to the terms set forth
therein; and
WHEREAS, STL entered into an agreement (the "Consulting Agreement") with
Empire on February 11, 1998 to compensate Empire for procuring the Distribution
Agreement, and for orders of gun locks placed with STL, pursuant to which STL
agreed to pay Empire a 15% commission of the gross dollar amount of gun-lock
orders placed by Empire and an additional 15% of the amount paid to STL upon the
exercise of the ADA Warrants; and
WHEREAS, STL and Empire desire to terminate the Consulting Agreement in the
manner and pursuant to the provisions set forth herein.
NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, STL and Empire hereby agree as follows:
1. Termination of Consulting Agreement. Notwithstanding any provision to
------------------------------------
the contrary contained in the Consulting Agreement, STL and Empire hereby agree
to terminate the Consulting Agreement subject to the express terms set forth
herein, effective as of the date first set forth above. Empire hereby
acknowledges that as of the date hereof, Empire is not entitled to any
compensation under the Consulting Agreement with respect to any STL products
previously delivered to United or any other person or entity. Empire consents
to the termination of the Distribution Agreement, the Undertaking and the ADA
Warrants pursuant to the May 18, 1999 Amendment to and Termination of Non-
Exclusive Distribution and Pricing Agreement between STL and United and the May
18, 1999 Termination Agreement between STL and ADA, which agreements Empire has
read and understood.
2. Covenants of Empire. Empire covenants, warrants and represents that
--------------------
it has not assigned or otherwise conveyed its interest in the Consulting
Agreement to any other party and that it will indemnify STL and hold it harmless
against any claim to compensation hereunder by any party claiming by, under of
through Empire.
3. Mutual Release. Empire and STL agree to execute and deliver to each
---------------
other a Mutual Release in the form attached as Exhibit C.1.
<PAGE>
4. Further Assurances. Empire and STL agree and covenant that each will
-------------------
execute promptly such other documents and instruments as shall be requested by
the other to effectuate the purposes of this Agreement, but in any event within
three (3) business days of the receipt of any such request, any such request to
be deemed received upon delivery by facsimile to: Robert L. Ruben, Esquire,
Ruben & Aronson, LLP, 3299 K Street, N.W., Suite 403, Washington, D.C. 20007,
Fax: (202) 965-3700, on behalf of STL, and Edward H. Burnbaum, Esquire, Lynch
Rowin Novack Burnbaum & Crystal, P.C., 300 East 42nd Street, New York, New York
10017, Fax: (212) 986-2907, on behalf of Empire.
5. Governing Law. This Agreement and any disputes or claims arising
--------------
hereunder shall be governed by the laws of the State of New York without regard
to principles of conflicts of law.
6. Counterparts. This Agreement may be executed in counterparts, each of
-------------
which shall be deemed an original and all of which shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written.
SAF T LOK INCORPORATED
By: /s/ Frank Brooks
----------------
Name: Frank Brooks
--------------
Its: Chairman
---------------
EMPIRE CONSULTING LTD. INC.
By: /s/
----------------
Name:________________
Its:_________________
<PAGE>
EXHIBIT 10.5
------------
MUTUAL RELEASE
--------------
(Empire)
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Empire Consulting Ltd. Inc. ("Empire") for itself and on behalf of
its officers, directors, shareholders, and affiliates hereby forever RELEASE and
DISCHARGE Saf T Lok Incorporated, a Florida corporation located at 1101
Northpoint Parkway, West Palm Beach, Florida 33407("STL"), together with its
officers, directors, shareholders, employees, representatives, successors,
assigns, attorneys and affiliates, of and from all manner of actions, causes of
action, suits, debts, damages, and demands whatsoever , in law or equity, that
Empire, its shareholders, officers, directors and affiliates, have, had, or
hereafter can, shall or may have upon, or by reason of any matter, cause or
thing whatsoever, from the beginning of the world to the day of the date of this
RELEASE.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STL, for itself and on behalf of its officers, directors,
shareholders, employees, representatives, successors, assigns and affiliates
hereby forever RELEASE and DISCHARGE Empire, together with its officers,
directors, shareholders, employees, representatives, successors, assigns,
attorneys and affiliates, of and from all manner of actions, causes of action,
suits, debts, damages, and demands whatsoever that STL, its shareholders,
officers, directors and affiliates, has, had, or hereafter can, shall or may
have upon, or by reason of any matter, cause or thing whatsoever, from the
beginning of the world to the day of the date of this RELEASE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
This Mutual Release is being made in New York and is to be governed by
the laws of such jurisdiction. Any dispute arising hereunder shall be resolved
in the courts of such state.
AGREED this 18th day of May, 1999.
EMPIRE CONSULTING LTD. INC. SAF T LOK INCORPORATED
By: /s/ By: /s/ Frank Brooks
-------------------------- ------------------
Name:_________________________ Name: Frank Brooks
-----------------
Its:__________________________ Its: Chairman
------------------
<PAGE>
EXHIBIT 10.6
------------
MUTUAL RELEASE
--------------
(United)
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged United Safety Action, Inc., a New York corporation ("United"), and
Arthur Braun for itself and on behalf of its officers, directors, shareholders,
and affiliates, and Arthur Braun hereby forever RELEASE and DISCHARGE Saf T Lok
Incorporated, a Florida corporation located at 1101 Northpoint Parkway, West
Palm Beach, Florida 33407 ("STL"), together with its officers, directors,
shareholders, employees, representatives, successors, assigns, attorneys and
affiliates, of and from all manner of actions, causes of action, suits, debts,
damages, and demands whatsoever, in law or equity, that Arthur Braun and United,
its shareholders, officers, directors and affiliates, have, had, or hereafter
can, shall or may have upon, or by reason of any matter, cause or thing
whatsoever, from the beginning of the world to the day of the date of this
RELEASE.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STL, for itself and on behalf of its officers, directors,
shareholders, and affiliates hereby forever RELEASES and DISCHARGES Arthur Braun
and United, together with its officers, directors, shareholders, employees,
representatives, successors, assigns, attorneys and affiliates, of and from all
manner of actions, causes of action, suits, debts, damages, and demands
whatsoever, in law or equity, that STL, its shareholders, officers, directors
and affiliates, has, had, or hereafter can, shall or may have upon, or by reason
of any matter, cause or thing whatsoever, from the beginning of the world to the
day of the date of this RELEASE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
This Mutual Release is being made in New York and is to be governed by the
laws of such jurisdiction. Any dispute arising hereunder shall be resolved in
the courts of such state.
AGREED this 18th day of May, 1999.
UNITED SAFETY ACTION, INC. SAF T LOK INCORPORATED
By: /s/ Arthur Braun By: /s/ Frank Brooks
---------------- -----------------
Name: Arthur Braun Name: Frank Brooks
-------------- ---------------
Its: President Its: Chairman
--------------- ---------------
/s/ Arthur Braun
- --------------------
ARTHUR BRAUN
<PAGE>
EXHIBIT 10.7
------------
MUTUAL RELEASE
--------------
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Firstimpex, Inc. ("Firstimpex"), Mercacorp, Inc. ("Mercacorp"),
and Dafico Investment Corp. ("Dafico"), each for itself and on behalf of its
officers, directors, shareholders, and affiliates, hereby forever RELEASE and
DISCHARGE Saf T Lok Incorporated , a Florida corporation located at 1101
Northpoint Parkway, West Palm Beach, Florida 33407 ("STL"), together with its
officers, directors, shareholders, employees, representatives, successors,
assigns, attorneys and affiliates, of and from all manner of actions, causes of
action, suits, debts, damages, and demands whatsoever, in law or equity, that
they, their shareholders, officers, directors and affiliates, have, had, or
hereafter can, shall or may have upon, or by reason of any matter, cause or
thing whatsoever, from the beginning of the world to the day of the date of this
RELEASE.
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, STL, for itself and on behalf of its officers, directors,
shareholders, and affiliates, hereby forever RELEASE and DISCHARGE Firstimpex,
Mercacorp, and Dafico, severally, together with each of its officers, directors,
shareholders, employees, representatives, successors, assigns, attorneys and
affiliates, of and from all manner of actions, causes of action, suits, debts,
damages, and demands whatsoever, in law or equity, that STL, its shareholders,
officers, directors and affiliates, has, had, or hereafter can, shall or may
have upon, or by reason of any matter, cause or thing whatsoever, from the
beginning of the world to the day of the date of this RELEASE.
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<PAGE>
This Mutual Release is being made in New York and is to be governed by the
laws of such jurisdiction. Any dispute arising hereunder shall be resolved in
the courts of such state.
AGREED this 18th day of May, 1999.
FIRSTIMPEX, INC. SAF T LOK INCORPORATED
By: /s/ By: /s/
--------------------------- --------------------------
Name: Name:
--------------------------- --------------------------
Its: Its:
--------------------------- --------------------------
MERCACORP, INC.
By: /s/
---------------------------
Name:
---------------------------
Its:
---------------------------
DAFICO INVESTMENT CORP.
By: /s/
---------------------------
Name:
---------------------------
Its:
---------------------------
<PAGE>
EXHIBIT 99.1
------------
Saf T Lok Announces Termination of Exclusive Distributor Agreement with United
Safety Action and Grand Opening of Yahoo! Store
May 27, 1999, West Palm Beach - Saf T Lok Incorporated, manufacturer of
combination safety locks for handguns, announced today the termination of their
agreement with United Safety Action, Inc. The Company entered into a "Non-
Exclusive Distribution and Pricing Agreement" with United Safety Action, Inc. in
the first quarter of 1998 giving USA exclusive rights to the consumer market
while the Company directed its marketing efforts to law enforcement and federal
agencies. As part of the same agreement, the Company set aside 1,000,000
warrants to be issued to USA once they initiated a $5 million advertising
campaign.
It became apparent that USA was not going to fulfill their part of the agreement
when they were not able to pay for shipments of locks provided by Saf T Lok. In
addition, the national advertising campaign never took place. To bring the
termination of this contract to an end, the Saf T Lok agreed that upon the
exercise 500,000 $3 warrants owned by the backers of United Safety Action, Inc.,
Saf T Lok Inc. would buy back 2 million $5 warrants at .25 cents or $500,000.
The end result being that Saf T Lok received funds from the exercise of the
500,000 warrants ($1.5 million) and paid $500,000 for the 2 million $5 warrants
and cancelled the agreement with United Safety Action, returning to the Company
a total of 3 million shares. Releases have been signed by all party's and Saf T
Lok can now address the retail market.
In response to the overload of requests the company has received from the retail
market, it has opened a Saf T Lok Gun Lock store with the on-line provider
Yahoo! The company's combination gun locks, which have been featured recently on
ABC World News Tonight, NBC Nightly News, CBS Evening News and CNN Magazine,
will now be available to the consumer on-line at http://www.saf-t-lok.com/ or
http://st7.yahoo.com/saf-t-lok/.
Unlike trigger locks, which require guns to be unloaded, the Saf T Lok(R) gun
locks attach to the grip or magazine of a handgun and block the weapon
internally so it cannot be fired, even if it is loaded and the trigger pulled.
Only someone who knows the combination can use the gun or remove the lock.
Except for historical information, this press release contains forward-looking
statements concerning, among other things, future plans and operating results.
Such statements are based on the Company's current plans and expectations.
Actual results could differ materially based upon a number of factors, including
but not limited to increase competition, dependence upon key personnel, market
acceptance of the Company's products and other factors described in the
Company's periodic reports filed with the Securities and Exchange Commission.
