SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of earliest event reported: November 12, 1997
SAF T LOK, INCORPORATED
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
1-11968
(Commission File Number)
65-0142837
(I.R.S. Employer Identification No.)
18245 S.E. Federal Highway, Tequesta, Florida 33469
(Address of registrant's principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 743-5625
Item 9: Sales of Securities Pursuant to Regulation S.
Saf T Lok, Incorporated (the "Company") closed a Regulation S offering of
1,500,000 shares of common stock and stock purchase warrants with a term of two
years for a total of 2,500,000 shares of common stock (2,000,000 shares at
$2.00 per share exercise price and 500,000 shares at $3.00 per share exercise
price) for a total purchase price of $3,000,000 to three foreign purchasers on
November 12, 1997. Of this offering, 1,250,000 shares and warrants for
2,083,333 shares were delivered to the foreign purchasers and the Company re-
ceived gross proceeds of $2,500,000. The balance of the offering closed in
escrow with 250,000 shares and warrants for 416,667 shares (333,334 shares at
$2.00 per share exercise price and 83,333 shares at $3.00 per share exercise
price) and $500,000 being held in escrow. The $500,000 was released from
escrow to the Company and the 250,000 shares and warrants for 416,667 shares
(333,334 shares at $2.00 per share exercise price and 83,333 shares at $3.00
per share exercise price) were released from escrow and delivered to the for-
eign purchaserson January 20, 1998.
In connection with the placement of this sale of common stock to the
foreign purchasers, the investment banking firm of State Street Securities
received a fee of 13.5% of the sales price of the common stock sold to the
investors and $60,000 for legal fees. State Street Securities will receive a
fee of 13.5% of the sales price of the stock underlying the warrants if the
warrants are exercised. As required by the Placement Agreement with State
Street Securities, the Company entered into a Financial Consulting Agreement
with A.B. & Associates, Inc. for a fee of $250,000 and a series of agreements
with Marketing Direct Concepts ("MDC"). The Financial Consulting Agreement be-
tween the Company and A.B. & Associates, Inc. is filed herewith as Exhibit
99.8.
The Company entered into a Financial Public Relations Agreement with MDC for a
fee of $375,000 payable upon execution of the agreement (the "First Payment")
and a fee of $375,000 payable upon the receipt by the Company of the proceeds
from the exercise of a minimum of $1,500,000 of the stock purchase warrants
(the "Second Payment"). The First Payment to MDC was deducted from the initial
proceeds of the offering by the Placement Agent pursuant to the provisions of
the Placement Agent Agreement. The Company renegotiated the Financial Public
Relations Agreement, entering into a Letter Agreement, dated December 11, 1997,
which stated that in lieu of the Second Payment due under the Financial Public
Relations Agreement, the Company would pay MDC $25,000, deliver 100,000 shares
of restricted Saf T Lok common stock, deliver a two year stock purchase warrant
for 300,000 shares exercisable at $3 per share and pay $10,000 per month pur-
suant to a product recognition campaign agreement to be entered into shortly
after the execution of the Letter Agreement. The Company entered into a
Product Recognition Campaign Agreement with MDC on January 1, 1998 pursuant to
the December 11, 1997 Letter Agreement. This Product Recognition Campaign
Agreement provides for numerous services to be performed by MDC in promoting
the Company's products, and the Company to pay MDC $10,000 per month for a
term of one year. In connection with these agreements, MDC agreed in an
Investment Representation Letter to be paid 25,000 shares of restricted Saf T
Lok common stock in lieu of the 100,000 shares set forth in the Letter Agreement
dated December 11, 1997. The total payments or deliveries made to MDC pursuant
to all agreements were the First Payment of $375,000, the payment of $25,000,
the delivery of 25,000 shares of restricted common stock, the assignment of
stock purchase warrants for 300,000 shares of common stock exercisable at $3 per
share from the three foreign purchasers (the assignment of these warrants was
made to a foreign corporation as directed by MDC) and $10,000 per month for one
year. The three foreign investors would be paid $375,000 upon the exercise of
stock purchase warrants for 500,000 shares as compensation for assigning the
warrants for a total of 300,000 shares at $3.00 per share.
The Financial Public Relations Agreement, the Letter Agreement, the Product
Recognition Campaign Agreement and the Investment Representation Letter between
the Company and MDC are attached hereto as Exhibits 99.9, 99.10, 99.11 and
99.12, respectively.
EXHIBITS
Exhibit Number Description
99.1 Saf T Lok Incorporated Unaudited Consolidated Balance
Sheets as of November 11, 1997 (previously filed)
99.2 Placement Agent Agreement with Addendum (previously
filed)
99.3 Form of Offshore Subscription Agreement with Addendum
(previously filed)
99.4 First Page of Each Offshore Subscription Agreement
(previously filed)
99.5 Form of Warrant for the Purchase of Common Shares
(previously filed)
99.6 First Page of Each Warrant for the Purchase of Common
Shares (previously filed)
99.7 Escrow Letter, dated November 10, 1997 (previously
filed)
99.8 Financial Consulting Agreement, dated October 13, 1997
99.9 Financial Public Relations Agreement, dated October 24,
1997
99.10 Letter Agreement, dated December 11, 1997
99.11 Product Recognition Campaign Agreement, dated January
1, 1998
99.12 Investment Representation Letter, dated January 13,
1998
99.13 Warrant Assignment Form, dated May 1, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Saf T Lok, Incorporated
Date: February 10, 1999
By:/s/ William M. Schmidt
William M. Schmidt, Chief Financial Officer, Principal Financial Officer
Principal Accounting Officer, Vice President
INDEX TO EXHIBITS
Exhibit Number Description
99.1 Saf T Lok Incorporated Unaudited Consolidated Balance
Sheets as of November 11, 1997 (previously filed)
99.2 Placement Agent Agreement with Addendum (previously
filed)
99.3 Form of Offshore Subscription Agreement with Addendum
(previously filed)
99.4 First Page of Each Offshore Subscription Agreement
(previously filed)
99.5 Form of Warrant for the Purchase of Common Shares
(previously filed)
99.6 First Page of Each Warrant for the Purchase of Common
Shares (previously filed)
99.7 Escrow Letter, dated November 10, 1997 (previously
filed)
99.8 Financial Consulting Agreement, dated October 13, 1997
99.9 Financial Public Relations Agreement, dated October 24,
1997
99.10 Letter Agreement, dated December 11, 1997
99.11 Product Recognition Campaign Agreement, dated January
1, 1998
99.12 Investment Representation Letter, dated January 13,
1998
99.13 Warrant Assignment Form, dated May 1, 1998
Exhibit 99.8
FINANCIAL CONSULTING AGREEMENT
AGREEMENT made this 13th day of October 1997 by and between A.B. &
Associates Inc. (herein referred to as "Consultant"), and Saf-T-Lok, Inc.,
with offices at 28245 S.E. Federal Highway, Tequesta, Florida 33469 (herein
referred to as the "Client").
WHEREAS, Client retained Consultant's financial management consulting
services in connection with Clients business and financial affairs by
agreement.
WHEREAS, Consultant is willing to render such services as herinafter more
fully set forth.
NOW, THEREFORE, the parties agree as follows:
1. Client hereby engages and retains Consultant and Consultant hereby
agrees to use his best efforts, to render to client the financial consulting
services hereinafter described for a period of one year commencing October 13,
1997.
2. Consultant's services hereunder shall consist of consultations with
Client concerning the management and operations and the financing of Client's
business as Client may from time to time require during the term of this
Agreement ("Agreement".)
3. Consultant shall devote approximately five man-says per month spec-
ifically to client in such form of consultation, advice and assistance on such
matters as Client requires. Such services may include, at the request of the
Client, written reports, attendance at meetings of the Client's Board of Dir-
ectors and review, analysis and report on proposed investment opportunities,
short-term and long-term investment policies and review and advice with respect
to future public or private financings. Client agrees that Consultant shall
not be prevented or barred from rendering services of similar or dissimilar
nature for or on behalf of any perosn, firm or corporation other than client.
Furthermore, Consultatn is currently working with some potential buyers for
client's safety lock products and shall use his best efforts to find additional
potential buyers for client's safety lock products.
4. Client agrees to pay to Consultant for his services hereunder the sum
of Two Hundred and fifty thousand dollars ($250,000.00) per year payable at the
time of signing this agreement.
5. Consultant shall be entitled to reimbursement by Client of such
reasonable out-of-pocket expenses as Consultant may incur in performing
services under this Agreement.
6. All final diecisions with respect to consultations or services
rendered by Client or reorganizations negotiated for or presented to client by
Consultant shall be those of Client, and there shall be no liability on the
part of the Consultant in respect thereof. This Agreement contains the entire
agreement of the parties hereto with respect to the subject matter hereof, and
there are no representations or warranties other than as contained herein or
therein. No waiver or modification hereof shall be valid unless in writing.
Waiver or the breach of any terms or conditions hereof shall not be deemed a
waiver of any other subsequent breach, whether of like or different nature.
7. The Company understands when signing this Agreement that all payments
made to A.B. Associates will have been deemed fully earned and non-refundable.
Under no circumstances shall the Company seek a refund for services they
believe not provided by A.B. Associates or seek to hold an investor or the
placement agent with any responsibility for the services of A.B. Associates.
8. This Agreement shall be governed, construed and enforced in ac-
cordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties, hereto have caused this Agreement to be
signed as of the day and year first above written.
A. B. Associates
By:/s/ Arthur Braun, Pres
Saf-T-Lok Inc.
By:/s/ John Gardner
Exhibit 99.9
FINANCIAL PUBLIC RELATIONS AGREEMENT
This FINANCIAL PUBLIC RELATIONS AGREEMENT ("Agreement") is entered into
as of October 24, 1997 by and between Marketing Direct Concepts, a Nevada
Corporation, located at 333 N. Rancho, Suite 900, Las Vegas, NV 89106
(hereinafter referred to as "MDC") and Saf T Lok, Inc., 28245 S.E. Federal
Highway, Tequesta, FL 33469, (hereinafter referred to as the "Company").
1. PUBLIC RELATIONS CAMPAIGN
The Company hereby engages MDC to design and execute a financial public
relations campaign for the benefit of the Company. It will be comprised of the
following components (collectively, the "Campaign") and is designed to create a
higher level of recognition for the Company's common stock throughout the
investment community:
(a) MDC will e-mail out 150,000 e-mails per month, to potential investors
information on Saf T Lok, Inc. Potential investors will be directed
to inquire directly to the Company, for more information, for a
possible investment opportunity.
(b) MDC will establish and maintain contact with the investment community
through its Broker Representative Department to disseminate infor-
mation about the Company to brokers, analysts and investment/fund
managers. Our database will match the appropriate investment
personnel with the Company, in order to develop and broaden the
Company's shareholder base.
(c) MDC will contact mutual fund managers, broker/dealers, investment
banking firms, investment management firms, bank trust departments
and insurance company investment units, to introduce, inform, educate
and continually update them on the Company's, both long and short
term, business objectives/developments. This will include a
quarterly newsletter sent by fax to at least 2,000 recipients in the
financial community.
(d) MDC will maintain an Internet Web site, containing current infor-
mation on the Company, which can be updated every 30 days, upon the
written request of the Company. All leads on prospective investors
generated from this Web site will be sent to the company for their
distribution. This Internet service will be maintained for the dur-
ation of this Agreement.
(e) MDC will provide teleconference call services totaling 500 minutes
once every quarter. Additional teleconference services will be
billed in accordance with Exhibit C.
(f) MDC will provide broadcast faxing services up to 1,000 pages per
month. Additional broadcast faxing will be billed in accordance with
Exhibit C.
The term of the Campaign will commence upon the execution of this Agree-
ment, and will terminate on October 23, 1998.
In connection with the Campaign, MDC will provide the Company's management
with a distribution, follow-up, and data tracking report. This report will be
produced on a monthly basis. This report will include stockbrokers, financial
consultants, financial advisors and other persons who are included in MDC's
database.
Attached hereto, as Exhibit A, is MDC's Compensation. Attached hereto, as
Exhibit B, are Guidelines for Providing Material on Behalf of the Company.
Attached hereto, as Exhibit C, is a Price List for Purchasing Additional
Services. While the Campaign will constitute the sole obligation of MDC under
this Agreement, the parties understand that MDC may also be requested by the
Company to provide it with consulting services, financial planning and intro-
duction to funding sources. MDC reserves the right to seek separate comp-
ensation for these additional services.
2. REPRESENATIONS, WARRANTIES AND COVENANTS
(a) MDC. MDC hereby represents, Warrants and/or covenants to the Company
as follows:
(1) MDC will utilize its best efforts to design the Campaign in a
manner most beneficial to the Company. However, it is under-
stood that MDC makes no representations or warranties regarding
the eventual impact of the Campaign upon the average daily
trading volume and/or market price of the Company's securities.
(2) MDC will prepare an Information Report on the Company based on
information provided by the Company. Such Report can be dis-
tributed by either the Company or MDC, with the printing and
mailing costs born by the Company. MDC will also provide verbal
information to brokers, analysts and investment managers based
on information that has been approved by the Company. Under no
circumstances will MDC talk to individual investors. Any
inquiries received directly from individual investors will be
referred to the Company. MDC will provide the Company with a
copy of the Information Report it intends to utilize. The
Company will have three (3) business days to approve such
Report. After the expiration of (3) three business days, MDC
will make a second request for approval, with a response due in
(24) twenty-four hours. If no response is received to the
second request within (24) twenty-four hours, then the Company
shall be deemed to have approved such Report. It is understood
that MDC will not be obligated to make an independent invest-
igation of any information provided by the Company, and that MDC
will have the right to rely exclusively upon the accuracy of
statements and documents provided by the Company.
(3) MDC's activities, at all times, will comply with all applicable
laws.
(4) MDC is aware of the legal restrictions on the use and publi-
cation of material considered to be non-public, or insider,
information.
(h) The Company. The Company represents, Warrants and/or covenants to
MDC that:
(1) The Company agrees that it will make the monthly payments due
under this Agreement (if applicable), as per Exhibit A, on the
monthly anniversary date of the Agreement. If, during the term
of this Agreement, the Company falls 30 days, or more, in ar-
rears on its payments to MDC, then MDC reserves the right to im-
mediately suspend the Campaign.
(2) All information provided by the Company to MDC: (a) will be true
complete, and accurate, in all material respects and (b) will
not omit material information on the operations of the Company
which is relevant to the Informative Report prepared by MDC.
Subsequent information will be disseminated pursuant to a
press release provided to the Dow Jones wire service prior to
appearing in any Information Report. MDC will provide a series
of Guidelines, set forth in Exhibit B hereto, regarding public
disclosure of information and the Company agrees to comply with
such Guidelines, as long as such Guidelines do not conflict with
any of those provided by the NASD, SEC or any other regulatory
agency. In the event that the Company fails to comply with any
of the foregoing requirements, then MDC's obligation to conduct
the campaign will be suspended until the Company is in full
compliance. Upon execution of this Agreement, the Company will
appoint a Company representative, who will be the point of
contact with MDC, and entities within the financial community
introduced to the Company by MDC. The Company further re-
presents that it will immediately provide MDC with altered
and/or written updates on any changes in the Company, which
cause information previously provided to MDC to be significantly
inaccurate. The Company represents that it will comply in all
material respects with applicable state and federal Securities
laws, including, but not limited to (i) complying with all
notices and filing requirements and (ii) certifying that the
Company is in good standing with the S&P.
(3) During this Agreement, at all times during regular business
hours and upon reasonable notice, representative(s) from MDC
will have full access to the books, records, and filings of the
Company, provided such documents are "public" information. This
will enable MDC to insure that the Company is a suitable client,
with such determination to be made by MDC, in its sole dis-
cretion. Should MDC determine, during the term of this Agree-
ment, that the Company is an unsuitable client, the Campaign may
be immediately terminated by MDC, pursuant to a written notice
to the Company. In the event that MDC elects to terminate the
Campaign under this subsection, MDC is not obligated to return
any of the compensation paid by the Company.
(4) The Company agrees to indemnify and hold harmless MDC and each
of its officers, directors, agents, employees and controlling
persons (collectively "Indemnified Persons") to the fullest
extent permitted by law, from any and all losses, claims, dam-
ages, expenses (including reasonable fees, disbursements, and
other charges of counsel), actions, proceedings or investigation
(whether formal or informal), or threats thereof actually in-
curred by MDC as the proximate result of the Company providing
MDC inaccurate and false information. In connection with the
Company's obligation to indemnify expenses, as set forth above,
the Company further agrees to reimburse each indemnified Person
for all expenses, including reasonable fees, disbursements and
charges of counsel, as they are incurred by such Indemnified
Person.
(5) The Company agrees to notify MDC (30) thirty business days prior
to the commencement of any equity or debt raise.
(6) The Company will provide MDC with copies of its filings with the
Securities & Exchange Commission, within three (3) business days
of such filings. The Company will notify MDC of other matters
which might materially impact upon the market price of the
Company's securities, including, but not limited to, trading
lock-up agreements and expirations, pending registration rights
and communications with the brokerage community and market-
makers for the Company's securities.
3. CONFIDENTIALITY
MDC agrees that, during and after the term of this Agreement, it will not
disclose to any third party, or to authorize any third party to use infor-
mation relating to the business or interests of the Company which MDC knows,
or has reason to know, is regarded as confidential and valuable to the Company.
The parties acknowledge and agree that, in determining whether information is
confidential information and/or a trade secret, the fact that such information
is not marked "confidential" will not adversely affect its confidentiality or
trade secret status. MDC agrees that, if its Agreement and relationship with
the Company is terminated, MDC will return to the Company, upon request, all
of the Company's records and papers/ MDC shall, however, have the right to
disclose trade secrets or confidential information of the Company in either
of the following events: (1) with the Company's prior express written permis-
sion; or (2) under order of a judicial or administrative process in connection
with an action, suit, proceeding, or claim.
4. MDC'S SERVICES TO OTHERS
The company acknowledges that MDC and/or its affiliates, are in the bus-
iness of providing financial public relations services. Nothing herein con-
tained will be construed to limit or restrict MDC in conducting such business
with respect to others, or in rendering such advice to others. MDC will
perform its services hereunder as an independent contractor and not as an
employee of the Company or affiliate thereof. It is expressly understood and
agreed to by the parties hereto that MDC shall have no authority to act for,
represent or bind the Company or any affiliate thereof, except; as expressly
understood and agreed to in writing by the Company.
5. MISCELLANEOUS
(a) Further Actions. Each party to this Agreement agrees, at its ex-
pense, to take such actions and to execute and deliver such documents
as may be reasonably necessary to effectuate the purposes of this
Agreement.
(b) Notices. Any notice or other communication required or permitted to
be given hereunder will be in writing and will be mailed by certified
mail, return receipt requested (or by the most nearly comparable me-
thod, if mailed from or to a location outside of the United States),
or delivered against receipt to the party to whom it is to be given
at the address, if such party is set forth in the preamble to this
Agreement (or to such other address as the party will have furnished
in writing in accordance with the provisions of this Section.) Any
notice given to any corporate party will be addressed to the signa-
tory of this Agreement, or the signatory's successor. Any notice or
other communication given by certified mail (or by such comparable
method) will be deemed given at the earlier of five (5) business days
after certification, or at the time of receipt thereof.
(c) Early Termination or Interruption of Contract.
(1) Should the Company wish to terminate the services of MDC, with-
out cause, during the term of this Agreement, MDC will allow
such termination under the following terms and conditions.
(A) All monies paid to MDC are to be deemed non-refundable.
(B) If the Company has used any of the additional services as
provided in Exhibit C upon cancellation of this contract
the Company will make an immediate payment to clear up any
balance of monies owed to MDC in conjunction with Exhibit
C. Such payments will be made by the Company within three
(3) business days.
(d) Waiver. A waiver, by either party, of a breach of a provision of
this Agreement will not be construed to be a waiver of any other
provision of this Agreement. The failure of a party to insist up-
on strict adherence to any term of this Agreement on one or more
occasions will not be considered a waiver or deprive that party of
the right thereafter to insist upon strict adherence to that term, or
any other term of this Agreement.
(e) Binding Effect. The Provisions of this Agreement will be binding up-
on and inure to the benefit of the Company, MDC and their respective
successors and assigns. However, an assignment by any party, of its
rights under this Agreement, without the written consent of the other
party, will be void.
(f) Damages. In the event that any covenant, representation, warranty or
other term of this Agreement is breached by either party, and such
breach shall continue for a period of ten (10) business days after
receipt of written notice from the other party, the non-breaching
party will be relieved of any obligations it may have hereunder, and
the non-breaching party, in addition to the rights and remedies
granted hereunder, will be entitled to all other recourse provided by
applicable law.
(g) Severability. If any provision of this Agreement is invalid, illegal
or unenforceable, the balance of this Agreement will remain in ef-
fect. If any provision is inapplicable to any person or circumstance
it will still remain applicable to any other persons and circum-
stances.
(h) Counterparts. This Agreement may be executed in several counter-
parts, each of which will be deemed original, but all of which to-
gether shall constitute one and the same Agreement.
(i) Dispute Resolution. In the event of a dispute with respect to this
agreement, such dispute will be arbitrated in accordance with the
rules of the State of Nevada.
(j) Facsimile Copy. Both parties agree that upon receipt of signatures
via facsimile, this Agreement is deemed as an original and is
binding.
(k) This agreement shall not take effect unless the agreement relating to
a Regulation S offering for 1,500,000 shares of common stock by the
company and stock purchase warrants are released from escrow on or
before November 5, 1997.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first set forth above:
MARKETING DIRECT CONCEPTS, INC. Saf T Lok, Inc.
a Nevada Corporation
By: /s/ Michael Calderone By: /s/ John L. Gardner
Michael Calderone, President & CEO John Gardner
EXHIBIT A
MARKETING DIRECT CONCEPTS, INC.
Compensation
In consideration for the services rendered by MDC, pursuant to the Agree-
ment, the Company will pay compensation to MDC, as set forth below. There will
be no other compensation payable under the Agreement, except for additional
services purchased by the company, as set forth in Exhibit C.
1. The Company shall make an initial payment of $375,000 out of the proceeds
of the Private Placement and an additional $375,000 at the time of the ex-
ercise of outstanding stock purchase Warrants for at least 500,000 shares
for $2.00 per share. If such warrants are not exercised, no further pay-
ment shall be made by the company.
The Company understands when signing this Agreement that all payments made to
MDC will have been deemed fully earned and non-refundable, under no circum-
stances shall the Company seek a refund for services they believe no provided
by MDC. The Company shall no have the right to pursue MDC in any legal matter
pertaining to non-performance of services associated with this contract.
EXHIBIT B
MARKETING DIRECT CONCEPTS, INC.
Guidelines for Providing Material on Behalf of Your Company
Marketing Direct Concepts, Inc. (MDC) cannot review all documents
provided by the Company, so it is important to provide MDC with information
about your Company using the following guidelines.
The basic prohibitive in all of the important statutes and rules that will
create a liability under the Federal SEC laws is directed against making false
and misleading statements. The following are general guidelines to be used
when providing MDC with materials.
1. The best information to use are materials that provide factual and
truthful information on the Company's history, operations, technol-
ogy, research and development, products and markets.
2. Financial information which is audited, if applicable, and public.
Example: "For fiscal year end 1995 the Company revenues were $X."
3. Names of outside persons, companies or products may not be used with-
out the express, written permission of the "entity". This involves
providing the "entity" with a copy of the proposed statement spec-
ifying where it will be printed and obtaining written consent of the
"entity".
4. All reference must have verifiable sources.
Example: "The market for the technology has been estimated to be in
excess of $50 million".(See Forbes Magazine pg. xx, Aug., 1996)
5. Projections, whether of financials, sales, or otherwise are dangerous
as they may be relied upon as fact. If not met, they can be the
basis of law suits. All projections must be pre-released in a Comp-
any press release prior to any MDC publishing.
6. Exaggerations, exclamations and (hyping) are to be avoided at all
times.
7. An omission of a material fact is also considered misleading, if not
fully disclosed.
Example: "The Company received a large order for their product,
however, the Company failed to state the order was given at a 60%
discount off the Company's regular prices. The statement could
then be fraudulent and misleading.
EXHIBIT C
MARKETING DIRECT CONCEPTS, INC.
Price List for Purchasing Additional Services
Internet: If the Company wishes to remain on MDC's Web site after the
expiration of the Agreement, the monthly cost will be $5,000. Broadcast email,
after the initial 150,000, will be at the rate of $1.00 per email with a limit
of one page per broadcast, and a maximum of two pages per month.
Teleconferences: MDC includes 500 minutes under this Agreement. Each tele-
conference call will have a line setup cost equal to 100 minutes. Quarterly
usage in excess of 500 minutes, including the line set up charge, will be
billed at the rate of $0.90 per minute, per line.
Broadcast faxing: Broadcast faxing services in excess of 1,000 pages per month
will be billed at the rate of $.40 center per page. Broadcast faxes in excess
of 5,000 per month will be billed at $1.50 per page.
Investors Mailing List: MDC will provide up to 100,000 names for a private
mailing at $3.00 per name. This will include postage, design, layout and
printing, up to #1.20 per piece (mail out).
Services not included in this Agreement will not be provided without the
written permission of the Company.
Creating and designing all marketing literature, and brochures, will be
billed at $75.00 per hour.
Production and printing costs are quoted on a per job basis.
Exhibit 99.10
December 11, 1997
Messrs. John Gardner & Frank Brooks
SAF T LOK
FAX: 561-745-6601
Gentlemen:
It is important that we finalize out arrangements today.
As discussed from the December 10th letter, MDC will accept the following
compensation in lieu of the compensation stated in Exhibit A of our signed
agreement dated October 24, 1997.
It is understood that all other terms and conditions in the agreement remain
the same. It is also agreed between both parties that the word payments and/or
monies as reflected in the contract shall now include cash, stock and warrants.
In lieu of the $750,000 which as stated in the contract as payment for the
total Public Relations Campaign, MDC will accept a down payment of $75,000 in
which we have already received $50,000; 100,000 unregistered 144 common shares
of the company's stock to be issued within 20 business days of the signing of
this amendment and 100,000 $3 warrants with piggyback registration rights, also
to be issued in 20 business days. The warrants will have a two-year expiration
date from the date of this amendment. If the company attempts to delay the
freeing-up of the marketable securities of both the stock and warrants due MDC
under this amendment to the agreement, and an arbitrator rules in favor of MDC,
then the company will owe MDC its arbitration fees plus a monthly penalty equal
to 20% of the stock and warrants issued to MDC under this agreement. Any loss
in market value as a result of not receiving the stock and warrants due to MDC
as per this agreement, will be immediately reimbursed to MDC by the company.
In the event that MDC does not receive the stock and warrants set forth above
in this amendment within 45 days, the company will be considered in breach of
this agreement and MDC will be entitled to the receipt and ownership of all
such stock and warrants without further performance of services, as identified
in this agreement. In addition, MDC will be entitled to demand registration
rights on said securities. Upon receipt of such securities, MDC will have at
its sole discretion the right to either move forward or terminate the agree-
ment.
It is understood between both parties, because time is of the essence, that the
company will finalize within the next 10 business days, a marketing campaign
with MDC. The scope of the campaign is identified in the December 10, 1997
letter. The company's sole obligation to MDC will be a monthly fee of
$10,000.
The term of the contract will be one-year commencing January, 1998. Both
parties agree to finalize that contract formerly in the next 10 business days.
It is understood by both parties that the general scope of that contract will
follow the same format of the October 24, 1997 contract between MDC and Saf T
Lock.
Please sign and Fax back this document.
Sincerely,
/s/ Michael Calderone
Michael Calderone
President
/s/ Michael Calderone /s/ Frank Brooks
Michael Calderone, President Frank Brooks
/s/John Gardner
John Gardner
/s/ Eugene Horanoff
Eugene Horanoff
/s/ Jeffrey Brooks
Jeffrey Brooks
/s/ William M. Schmidt
William M. Schmidt
NOTE:
The details of the letter of December 10, 1997 referred to in this document
have been incorporated in total in the Product Recognition Campaign Agreement.
NOTE:
This Letter Agreement contains a typographical error. Instead of stating that
"100,000 $3 warrants" were to be issued, the Agreement should state that "3
stock purchase warrants for 100,000 shares each, exercisable at $3 per share"
were to be issued pursuant to the Letter Agreement.
Exhibit 99.11
PRODUCT RECOGNITION CAMPAIGN AGREEMENT
This PRODUCT RECOGNITION CAMPAIGN AGREEMENT (the "Agreement") is entered
into this 1 day of January, 1998 by and between Marketing Direct Concepts,
Inc., a Nevada Corporation, located at 333 N. Rancho, Suite 900, Las Vegas,
NV 89106 ("MDC") and Saf T Lok Incorporated, located at 18245 S.E. Federal
Highway, Tequesta, FL 33469 (the "Company").
Section 1
Product Recognition Campaign
The Company hereby engages MDC to design and execute a product recognition
campaign for the benefit of the Company. It will be comprised of the
following components (collectively the "Campaign") and is designed to create
a higher level of recognition for the Company's products:
(a) MDC will develop, design, and implement a National Product
Recognition Campaign on behalf of the Company. The objective of the Campaign
is to expose the Company and its product line to the general public and news
media services. The Campaign shall consist of describing the Company's
products and the products' advantages over competing products. The Campaign
will also consist of demonstrating the disadvantages of competing products to
the public who do not, or will not, use the Company's product. The Campaign
shall be disseminated by MDC through local and national public relations
efforts.
(b) MDC will contact 50 print, radio and television media entities per
month in order to introduce the Company and its unique products to those media
entities and shall provide that informational material developed by MDC's
Advertising Department to those media entities.
(c) MDC will utilize its media resources and its E-mail database. MDC
will build up, on a daily basis through special software programs, a list
which will include the E-mail addresses of gun owners and people who work
with or are associated with guns. The list will be constantly edited and
updated and will be used to disseminate information about the Company and its
products.
(d) MDC will provide the Company with a summary distribution report. The
reports will include that information which is available regarding those
persons or entities MDC contacted during each month, including those contacted
from MDC's media and E-mail databases. The information which MDC shall
provide to the Company includes, but is not limited to, geographic locations
of those contacted, whether the contact is a business or individual; and if
a media entity was contacted, its geographic location, what type of media
(print, radio, television) the entity is engaged and how large an entity it
is.
(e) MDC will prepare a Company Information Report, based on information
provided by the Company. Such Information Report may be distributed by either
the Company or MDC, with the printing and mailing costs to be paid by the
Company. It is understood that MDC will not be obligated to make an
independent investigation of any information provided by the Company, and that
MDC will have the right to rely exclusively upon the accuracy of statements
and documents provided by the Company.
Section 2.
Campaign Term
The Campaign will commence on January 1, 1998 and will terminate December 31,
1998.
Section 3.
Payment Terms
Further, the Company shall pay to MDC Ten Thousand Dollars ($10,000.00) per
month for the duration of this Agreement. This payment shall be due on or
before the 5th day of each month for the duration of this Agreement, provided,
however, that the first payment shall be due on or before January 12, 1998.
In the event the Company fails to pay such monthly payment for a period of 30
days, MDC shall be entitled to suspend the Campaign until such monthly payment
is paid to MDC.
Any costs to be incurred by MDC, such as magazine subscriptions, news wire
services, mailing costs, literature product costs and any other costs
associated in producing a successful public relations Campaign should all be
borne by the Company. All such costs will require prior written approval by
the Company before MDC can incur any of the actual expenses. The Company
understands that such services as mentioned above can become an integral part
of the Company's PR Campaign. Therefore, the Company agrees to expedite such
approval when requested by MDC. The Company further understands that the
Campaign can be dramatically effected if MDC is not able to utilize all of the
outside services it requires.
MDC shall provide a monthly invoice on all approved purchases to the Company,
and the Company agrees to pay such invoices within 15 days of presentation.
In the event the Company fails to pay such additional expenses within a period
of 30 days from the date the invoice is presented to the Company, MDC shall be
entitled to suspend the Campaign until such additional expenses are paid to
MDC.
Section 4.
Representations, Warranties and Covenants
MDC hereby represents, warrants and covenants to the Company as follows:
(a) MDC will utilize its best efforts to design the Campaign in a manner
most beneficial to the Company. However, it is understood that MDC makes no
representations or warranties regarding the eventual impact of the Campaign
upon the sales of the Company's products.
(b) MDC shall comply with all applicable laws in connection with the
activities contemplated by this Agreement including, but not limited to, the
federal and state securities laws.
(c) MDC is aware of the legal restrictions on the use of and publication
of material considered to be non-public, or insider, information. MDC further
understands that, in the event it receives any such information, it has
received that information in confidence and will not disclose that information
to any third party or use that information for its own benefit or for the
benefit of its employees or directors.
The Company hereby represents, warrants and covenants to MDC as follows:
(a) The Company agrees that it will make the monthly payments due under
this Agreement, as set forth in Section 3 above.
(b) All information provided by the Company to MDC regarding the Company's
products shall be true, complete and accurate in all material respects. In
the event any such information is required to be disseminated to the public
prior to the inclusion of such information in any of the above Campaign
activities to be conducted by MDC, the Company will use its best efforts to
disseminate such information to the public in a timely fashion. The Company
further represents that it will provide MDC with written updates of product
information which cause the information previously provided to MDC by the
Company to be significantly inaccurate.
(c) The Company agrees to indemnify and hold harmless MDC and each of its
officers, directors, agents, employees and controlling persons to the fullest
extent permitted by law, from any and all losses, claims, damages, expenses
(including reasonable attorney fees) actually incurred by MDC as the immediate
result of the Company providing MDC inaccurate or false product information.
Section 5.
Confidentiality
MDC agrees that, during and after the term of this Agreement, it will not
disclose to any third party, or authorize any third party to use information
relating to the business or interests of the Company which MDC knows, or has
reason to know, is regarded as confidential and valuable to the Company, unless
the Company expressly authorizes MDC to do so in writing. MDC and the Company
agree that, in determining whether information is confidential information
and/or a trade secret, the fact that such information is not marked
"confidential" will not adversely affect its confidentiality or trade secret
status. Upon the termination of this Agreement, MDC shall return all of the
information provided to it by the Company.
Section 6.
MDC's Services to Others
Nothing in this Agreement shall be construed to limit or restrict MDC from
conducting the services contained herein for third parties. MDC shall provide
the services hereunder as an independent contractor, and not as an employee of
the Company. MDC shall have no authority to act for, represent or bind the
Company, or any of its affiliates, except as expressly agreed to in writing by
the Company.
Section 7.
Miscellaneous
(a) Notices. Any notice required or permitted to be given hereunder shall
be given in writing and shall be mailed to the other party by way of certified
mail, return receipt requested; overnight delivery; or facsimile as follows:
If to MDC:
Marketing Direct Concepts, Inc.
Michael Calderone, President
333 N. Rancho, Suite 900
Las Vegas, NV 89106
If to the Company:
Saf T Lok Incorporated
John L. Gardner, President
18245 S.E. Federal Highway
Tequesta, FL 33469
(b) Early Termination of Agreement. The Company may terminate the services
of MDC, without cause, during the term of this Agreement provided that, upon
such early termination, the Company pay for those additional advertising
expenses actually incurred up to the date of early termination and detailed in
an invoice, as set forth in Section 3 herein. All monies paid and shares of
common stock delivered by the Company at the time of early termination without
cause are deemed non-refundable.
(c) Waiver. Either party to this Agreement may waive, in writing, a breach
of any provision contained in this Agreement. Such waiver shall not be
construed to be a waiver of any other provision contained in this Agreement.
The failure of either party to insist upon the strict compliance of any
provision contained in this Agreement shall not be considered to be a waiver
of that provision and shall not restrict the right of that party to sub-
sequently insist upon the other party's strict adherence to that provision.
(d) Entire Agreement. This Agreement shall be deemed to be the entire
agreement between the parties and may only be changed with prior written
approval by both parties.
(e) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Company, MDC and their respective successors and assigns.
Provided, however, that any assignment of this Agreement shall be void unless
the assignment has been expressly approved in writing by the other party prior
to the assignment.
(f) Termination for Breach of Agreement. In the event any representation,
warranty or covenant contained in this Agreement is breached by either party,
and such breach continues for a period of ten business days after the breaching
party receives written notice of the breach from the non-breaching party, the
non-breaching party shall be entitled to terminate this Agreement.
(g) Severability. If any provision contained within this Agreement is
deemed to be invalid, illegal or unenforceable, all other provisions shall be
deemed to be in full force and effect such that the Agreement is enforceable
as if the invalid, illegal or unenforceable provisions were not a part of the
Agreement.
(h) Counterparts. This Agreement may be executed in several counterparts,
each of which, when taken together, shall be deemed to constitute the entire
Agreement. Receipt of a signature via facsimile shall be deemed to be an
original signature.
(i) Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Florida. In case of any dispute arising from this
Agreement, both parties agree to utilize arbitration as the means of settling
any such disputes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
MARKETING DIRECT CONCEPTS, INC. SAF T LOK INCORPORATED
By: /s/ Michael Calerone By: /s/ John L. Gardner
Michael Calderone, President John L. Gardner, President
Exhibit 99.12
Marketing Direct Concepts, Inc.
333 N. Rancho, Suite 900
Las Vegas, NV 89106
January 13, 1998
Saf T Lok Incorporated
18245 S.E. Federal Highway
Tequesta, FL 33469
Re: Issuance of Saf T Lok Incorporated Common Stock and Stock Purchase
Warrants
Dear Ladies and Gentlemen:
In connection with the issuance by Saf t Lok Incorporated (the "Company")
its common stock and stock purchase warrants to Marketing Direct Concepts,
Inc. ("MDC"), MDC hereby represents and warrants as follows:
1. MDC is acquiring the common stock for MDC's own account and not on
behalf of other persons and for investment purposed only and not with a
view to or for resale or distribution of the common stock. MDC has no
contract, agreement or arrangement with any person or entity, to sell,
transfer, or pledge to such person or entity, the common stock nor has any
present intention of distributing the common stock or of selling the
common stock under any contract, agreement, or arrangement.
2. MDC has had an opportunity to ask questions of, and receive answers
from, appropriate executive officers of the Company concerning the Company
and the terms and conditions of the issuance of the common stock. MDC has
had access to full and fair disclosure of all material information con-
cerning the Company, including, but not limited to, all material books and
records of the Company and all material contracts and documents relating
to the sale and purchase of the common stock as well as the Company's
annual report for 1996, proxy statement for 1996, Form 10-K for the year
ended December 31, 1996 and all filings since the filing of the Company's
most recent Form 10-K. The Company has made available for inspection all
material documents relating to the Company's business and has not refused
in any way to permit MDC to inspect any document requested by MDC.
MDC further understands that the common stock being issued pursuant to the
Agreement, dated October 24, 1997 and amended December 11, 1997 between MDC and
the Company is not registered with the Securities and Exchange Commission, has
been acquired pursuant to an investment representation by MDC and shall not be
sold, pledged, hypothecated, donated or otherwise transferred, whether or not
for consideration, by MDC, and the Company may not permit the transfer of such
common stock, except upon the issuance to the Company of a favorable opinion of
counsel, or the submission to the Company of such other evidence as may be sat-
isfactory to counsel for the Company. In either case, to the effect that any
such transfer shall not be in violation of the Securities Act of 1933, as
amended, and any applicable state securities laws. MDC acknowledges and agrees
that a conspicuous and appropriate legend shall be placed on any certificate or
certificates delivered to it in connection with the Agreement in substantially
the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED PURSUANT TO AN
INVESTMENT REPRESENTATION ON THE PART OF THE PURCHASER HEREOF AND
SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANS-
FERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE PURCHASER EXCEPT UPON
THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL, SATIS-
FACTORY TO COUNSEL FOR THE COMPANY, OR THE SUBMISSION TO THE COMPANY
OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO SUCH COUNSEL. IN
EITHER CASE TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIO-
LATIONOF THE SECURITIES ACT OF 1933, AS AMENDED (THE"ACT"), AND AP-
PLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE ACT OR ANY STATE SECURITIES LAWS.
The certificate or certificates will also bear any other legends required
by applicable state securities laws.
Marketing Direct Concepts, Inc. Saf T Lok Incorporated
By: /s/ Michael Calderone By: /s/ John L.Gardner
Michael Calderone, President John L. Gardner, President
25,000 shares of Saf T Lok Incorporated common stock were issued pursuant
to this Investment Letter on March 25, 1998
Exhibit 99.13
ASSIGNMENT
__________
May 1, 1998
Mr. John L. Gardner
Saf T Lok Incorporated
18245 Southeast Federal Highway
Tequesta, FL 33469
Dear Mr. Gardner:
Pursuant to the Financial Public Relations Agreement between Saf T Lok Inc
and Marketing Direct Concepts, Inc., dated October 24, 1997, a fee of $375,000
was to be paid to Marketing Direct Concepts, Inc., at the time of the exercise
of outstanding Stock Purchase Warrants for at least 500,000 shares for $2.00
per share. By agreement dated Noverm28, 1997 the aforesaid $375,000 fee was
assigned to Firstimpex, Inc., Mercacorp, Inc., and Dafico Investment Corp., 1/3
to each, by Marketing Direct Concepts, Inc., for good and valuable consid-
eration.
Firstimpex, Inc., and Mercacorp, Inc., and each of them hereby assign to
Dafico Investment Corp., for good and valuable consideration, all of its right,
title and interest to receive 1/3 of said $375,000 fee.
Very truly yours,
AGREED AND ACCEPTED
FIRSTIMPEX
By: /s/ J. Weiser
Mercacorp Inc.
By: /s/ J. Weiser
