U.S. Securities and Exchange Commission
Washington, DC 20549
CONFORMED COPY
FORM 1O - K SB
[ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File No. 0-22678
PM MANAGEMENT SYSTEMS, INC.
(Formerly Known As Process Based Management,
Inc.)
COLORADO 84-1193941
(State or other (I.R.S. Employer Identification
jurisdiction of Number)
incorporation
or organization)
404 Scott Point Drive, Salt Spring Island, BC Canada V8K2R2
(Address of principal executive office)
(Zip code)
Issuers telephone number: (250) 537-5732
Securities registered under Section 12(b) of
the Exchange Act: NONE
Securities registered under Section 12(g) of
the Exchange Act: COMMON STOCK
Check whether the issuer (1) filed all
reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12
months (or for such shorter period that the
registration was required to file such
reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes
X No____
Check if there is no disclosure of
delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form,
and no disclosure will be contained, to the
best of registrants knowledge, in definitive
proxy or information statements incorporated by
reference in Part III of this Form 10-K SB or
any amendment to this Form 10-K SB. [ X ]
State issuers revenues for its most
current fiscal year. $-0-
State the aggregate market value of the
voting stock held by non-affiliates computed by
reference to the price at which the stock was
sold, or the average bid and asked prices of
such stock, as of a specific date within the
past 60 days. As of December 31, 1999: $0.00
Check whether the issuer has filed all
documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act
after distribution of securities under a plan
confirmed by a court.
Yes______ No______ Not applicable.
The number of shares outstanding of each
of the issuers classes of common equity, as of
the latest practicable date.
2,020,000 SHARES COMMON STOCK
1,000,000 SHARES PREFERRED STOCK
This Form 10-K SB consists of 7 pages.
TABLE OF CONTENTS
FORM 10-K SB ANNUAL REPORT
PM MANAGEMENT SYSTEMS, INC.
Facing Page
Index Page
PART I
Item 1 Description of Business 1
Item 2 Description of Property 2
Item 3 Legal Proceedings 2
Item 4 Submission of Matters to a
Vote of Security
Shareholders 2
PART II
Item 5 Market for the Registrants
Common Equity and related
Stockholder Matter 2
Item 6 Managements Discussion and
Analysis of
Financial Condition and Results of
Operations 2
Item 7 Financial Statements 3
Item 8 Changes in and
Disagreements on Accounting
and Financial Disclosure 3
PART III
Item 9 Directors, Executive
Officers, Promoters
and Control persons, Compliance
with Section 16(a) of the Exchange Act 4
Item 10 Executive Compensation 5
Item 11 Security Ownership of
Certain Beneficial Owners
and Management 5
Item 12 Certain Relationships and
Related Transactions 6
Item 13 Exhibits and Reports on
Form 8-K 6
Signatures 7
PART I
Item 1. Description of Business
(a) General Development of Business
PM Management Systems, Inc. (the
Company or Registrant) was incorporated
under the laws of the State of Colorado on
March 13, 1992, as Processed Based Management,
Inc. The Company was a management consulting
service selling its services to business and
industry specializing in selling (i) management
computer software, (ii) advertising and
marketing services, and (iii) general business
management advice wherein it relates to
computer software.
On September 5, 1994 the Company acquired
all of the outstanding ownership interests in
Ad-A-Cab America, LLC, a Wyoming Limited
Liability Company. To affect the
reorganization pursuant to Section 368(a) (1)
(B) of the Internal Revenue Code, the Company
Issued 7,980,000 shares of its previously
authorized but unissued common stock. Ad-A-
Cab America, LLC had entered into a license
agreement with Ad-A-Cab Limited, a Hong Kong
corporation for the exclusive North American
rights for a rooftop mounted advertising
system.
On December 18, 1995, the Companys directors
concluded that, in spite of some success in
Australia, the Ad-A-Cab concept was not
feasible in the North American market. As
result of this conclusion, the directors
decided to write off the investment in Ad-A-Cab
America, LLC. The aforementioned decision was
reported on Form 8K dated December 18, 1995
(filed with the US Securities and Exchange
Commission February 15, 1999).
On January 22, 1996, the company returned both
outstanding Ownership Units, representing 100%
of the ownership of Ad-A-Cab America, LLC in
exchange for the return of 7,980,000 share of
the Companys no-par value common stock, for
cancellation. This transaction was reported on
Form 8K dated January 22, 1996 (filed with the
US Securities and Exchange Commission February
15, 1999).
On April 10, 1996, the Company determined that
it would cease to actively pursue its previous
business and look for other opportunities. The
Companys Board of Directors concluded that
they would seek out a company or companies that
would see an advantage in joining forces with
the Company either through merger or takeover.
On February 8, 2000 (subsequent to its year end
of December 31, 1999) the Company entered into
a purchase and employment agreement with
Richard E. Surran of Scottsdale, Arizona for
the exclusive world-wide rights and the
underlying technology for an original device
for the detection of plastic buried
underground. Consideration was one million
(1,000,000) restricted shares of the Companys
common stock and a payment of fifty thousand
dollars ($50,000) no later than ninety days
after the Company commences publicly trading on
a recognized exchange or quotation service.
Under the terms of an employment contract
executed on February 8, 2000, Mr. Surran is
also to receive a monthly salary of six
thousand dollars ($6,000) and a royalty of four
percent (4%) of the gross sales of the device.
Originally developed to detect buried plastic
pipes carrying natural gas, it became evident
that there is another very valuable application
of the technology: namely, the accurate safe
detection of land mines.
There are literally millions of buried anti-
personnel land mines all over the world. Some
are placed currently; others remain from past
hostilities. These land mines are almost all
made from plastic. The Company and Mr. Surran
believe that this detection technology can be
utilized by a device the approximate size of a
cigarette package - and at a price that would
permit every foot soldier to have one as a part
of his basic equipment. The detection and
disarming of these buried hazards and the
banning of further proliferation has been the
subject of a high profile effort, previously
headed up by the late Princess Diana, Duchess
of Windsor.
A copy of the purchase and employment contracts
with Mr. Surran are incorporated in this report
by reference.
The Company continues to seek out other targets
for acquisition or merger.
(b) Financial Information About Industry
Segments
The Company may be considered a
development stage company. Although profitable
during its first year of operation, the Company
has been in business since March, 1992 and has
had minimal revenues. The Company has generated
no revenues from the last twelve months of
operations and does not anticipate generating
revenues during its next fiscal year.
(c) Narrative Description of Business
1) ( PM Management Systems, Inc.
During the first two years of its
existence the Company attempted to establish a
business of providing tools to support business
process improvement projects. Business process
improvement is the identification, analysis and
streamlining of business operations for client
companies. This could include, for example,
simplifying and reducing costs for payroll
processing.
In September, 1994 the Company acquired all of
the ownership interests of Ad-A-Cab America,
LLC, a Wyoming Limited Liability Company that
held the exclusive North American marketing
rights for a taxicab roof-top advertising
system. Ad-A-Cab was not able to market its
product and, consequently, did not generate any
revenues. The officers of the company,
established offices in Vancouver, B. C., Canada
and Denver, Colorado. Neither of these offices
were able to generate any revenues and after an
expenditure of approximately two hundred
thousand dollars, the directors determined to
cease the Companys marketing efforts and to
write off its investment.
General Business Plan
(1) PM Management Systems, Inc.
The Company has been engaged in the
business of providing specialized business
consulting software to mid to large sized
businesses (revenues in excess of $50million
per year) and governmental agencies.
The Company then attempted to establish a
successful advertising business through its
acquisition of ownership of Ad-A-Cab North
America LLC.
During the past year, the Company has
received no revenues, has acquired one asset
and continues to seek other opportunities to
increase the value of the Company on behalf of
all of the stockholders.
Because the Company presently has little
or no overhead or other material financial
obligations, management of the Company believes
that the Companys short term cash requirements
can be satisfied. What little cash might be
needed in the future could be supplied by the
issuance of the Companys common stock or by
loans from directors or shareholders.
Item 2 Description of Property
The Registrants's president supplies the
Registrant with office facilities at 610
- 9th Street East, Kalispell, Montana.
The company maintains no separate office
facilities and owns no real estate.
Item 3 Legal Proceedings
There are no legal proceedings in which
the Company is involved.
Item 4 Submission of Matters to a Vote of
Security Holders
On December 1, 1999, the Company filed a
Proxy statement and solicitation with the
Securities and Exchange Commission and mailed
to the stockholders on December 21, 1999. A
general meeting of stockholders was called for
January 10, 2000 to resolve the following:
a) the election of three directors;
b) to confirm or deny the acquisition of new
assets (plastic sniffing technology);
c) change of Company name to RF Technology,
Inc;
d) the increase of capitalization to
100,000,000 shares of common stock and
10,000,000 shares of preferred stock;
e) a forward 3 to 1 split of the Companys
issued and outstanding shares.
A copy of the Proxy Statement and
solicitation is incorporated into this report
by reference.
PART II
Item 5 Market for Common Equity and Related
Stockholder Matters
There is no public trading market for the
Companys securities.
Item 6 Management Discussion and
Analysis or Plan of Operation
Management is intent on the resurrection
of the Company and establishing it as a viable
and profitable entity. The acquisition of the
plastic sniffing technology and the retention
of Mr. R.E. Surran to continue with the
development and refinement of all aspects of
the technology is seen as the first step toward
this goal. Several additional targets are
being investigated and researched. No further
acquisitions have been made to date.
Managements Discussion and Analysis of
Financial Condition and Results of Operations.
To date, the Company has been unsuccessful
in its endeavors to establish a viable
business. The officers and directors are
currently supplying any funds needed for
maintaining the Company in its present state
through loans. These loans include supplying
funds for audits, establishing a Transfer
Agent, acquiring a CUSIP number and preparing
and filing necessary reports. Several sources
of private funds have been identified.
Negotiations as to terms and conditions
continue.
Liquidity and Capital Resources
The Company is a development stage company
and has not had any substantial revenues to
date. The Company had no revenues during 1999.
The ability of the Registrant to achieve its
operational goals will depend upon its ability
to fund its present asset and identify and
obtain a business or businesses that may be
interested in combining operations through
merger or takeover. Additional capital is
needed to continue or expand its operations,
but there is no assurance that such capital, in
equity or debt form, will be available.
Results of Operations
The Company is a development stage company
which generated only limited amount of revenues
during its first year of operation and none
during the past year. The Company accumulated
a deficit of
approximately two hundred thousand dollars
during 1995. Management decided at that time
to suspend all previous business activities and
look for new opportunities. One suitable
target has presented itself up until now and
the Registrant continues to seek a company or
companies that may desire to join forces or to
obtain other asset acquisitions.
Item 7 Financial Statements
The audited Financial Statements for the
fiscal year ended December 31, 1999 are
attached hereto and incorporated herein by
reference.
Item 8 Changes and Disagreements with
Accountants on Accounting
and Financial Disclosures
There have been no changes or
disagreements with the Companys independent
outside auditor.
Part III
Item 9 Directors, Executive Officers,
Promoters and Control Persons;
Compliance with Section 16(a) of the
Exchange Act
The Directors and Executive Officers of
the registrant are as follows:
Name Age Position Period of Service
Anthony V. Feimann 59 Director & Secretary 09/94 to present
719 Eyremount Drive
West Vancouver, B. C.
V7S 2A3
On December 28, 1999, Edward D. Duncan and
Timothy Sewell resigned as director and
president and director and vice-president,
respectively. Anthony Feimann, director and
secretary remained as the companys sole
director and office until the General Meeting
of Stockholders called for January 10, 2000. A
copy of the Proxy Statement and solicitation is
incorporated into this report by reference.
All of the Directors of the Company hold
office until the next annual meeting of the
shareholders and until their successors have
been elected and have qualified. There is no
family relationship between and executive
officer and director of the Company.
Business Experience.
Anthony V. Feimann, age 59, is director and
secretary of PM Management Systems, Inc.. Mr.
Feimann graduated with a Bachelor of Arts
degree in econometrics from the University of
British Columbia. Since 1975 Mr. Feimann has
operated as a private consultant on accounting
and finance issues for publicly held and
privately owned companies.
Item 10 Executive Compensation
During the year ended December 31, 1999,
the officers of the Company received no salary
or benefits. At the present time none of the
officers or directors receives any salaried
compensation for their services. The Company
has no formal policy or plan regarding payment
of salaries, but should it pay them, it would
be in conformance with general business
considerations as to the payment of same, such
as the desire to compensate officers and
employees for time spent on behalf of the
Company.
No retirement, pension, profit sharing,
stock option or insurance programs or similar
programs have been adopted by the Registrant
for the benefit of its employees.
No executive officer or director of the
Company holds any option to purchase any of the
Companys securities.
Item 11 Security Ownership of Certain
Beneficial Owners and Management
(a) Security ownership of certain
beneficial owners
The following table sets forth
information, as of December 31, 1999, of
persons known to the Company as being the
beneficial owner of over 5% of the Companys
Common Stock.
Title Name and Address of Amountand Nature Percent
of Class Beneficial Owner Of Beneficialof Ownership
Class
Common Ronald Lambrecht 110,000 5.45
Common Brian J. OShaughnessy 116,667 5.78
(b) Security Ownership of Management as of
December 31, 1999
Title Name & Address of Amount & Nature Percent
of Class Beneficial Owner Of
Beneficial of Class
Ownership
Common Anthony V. Feimann, Secretary (2) 15,000 .75
719 Eyremount Drive
West Vancouver, B. C. V7S 2A3
(2) Less than five percent (5%)
Item 12 Certain Relationships and Related
Transactions
None
Item 13 Exhibits and Reports for Form 8-K
The Registrant filed a report on Form 8-
K dated February 10, 2000, to report results
and changes to the company resulting from the
Meeting of Stockholders on January 10, 2000. A
copy is incorporated into this report by
reference.
Page 6
SIGNATURES
In Accordance with Section 13 or 15(d) of
the Securities Exchange Act, the Registrant
caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
PM MANAGEMENT SYSTEMS, INC.
By: Anthony V. Feimann
Date: April 10, 2000 Anthony V.
Feimann, Director and Secretary
EXHIBIT A
FINANCIAL STATEMENTS
P.M. MANAGEMENT SYSTEMS, INC.
(Formerly named Process Based Management, Inc)
(A Development Stage Company)
AUDIT REPORTS
FINANCIAL STATEMENTS
December 31, 1999 and 1998
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire Street, Suite 500
Denver, Colorado 80222
INDEX TO FINANCIAL STATEMENTS
PM MANAGEMENT SYSTEMS, INC.
(A development stage company)
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant 2
Balance Sheets, December 31, 1999 and 1998 3
Statements of Operations for the years ended
December 31, 1999 and 1998 4
Statements of Stockholders' Equity, for the
years Ended December 31,1999 and 1998 5
Statements of Cash Flows, for the years ended
December 31, 1999 and 1998 6
Notes to Financial Statements 7
Janet Loss, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
1780 South Bellaire Street, Suite 2100
Denver, Colorado 80222
303 782-0878
Board of Directors
P.M. Management Systems, Inc.
(Formerly named Process Based Management, Inc.)
404 Scott Point Drive
Salt Spring Island, BC Canada V8K 2R2
I have audited the accompanying balance sheets
of P.M. Management Systems, Inc. (a development
stage company) as of December 31, 1999 and 1998
and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the
years ended December 31, 1999 and 1998.
I conducted my audit in accordance with
generally accepted auditing standards. These
standards require that I plan and perform the
audit to obtain reasonable assurance about
whether the financial statements are free of
material misstatement. An audit also includes
examining, on a test basis, evidence supporting
the amounts and disclosures in the financial
statements. An audit also includes assessing
the accounting principles used and significant
estimates made by management, as well as
evaluating the overall financial statement
presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements
referred to Above, present fairly, in all
material respects, the financial position of
P.M. Management Systems, Inc. (a development
stage company) as of December 31, 1999 and
1998, and the results of is operations And its
cash flow for the years ended December 31, 1999
and 1998.
S/S Janet Loss, C.P.A., P.C.
Janet, Loss, C.P.A., P.C.
March 18, 2000
2
P.M. MANAGEMENT SYSTEMS, INC.
(A development stage company)
BALANCE SHEETS
DECEMBER 31, 1999 and 1998
ASSETS
1999 1998
TOTAL ASSETS: 0 0
LIABILITIES AND STOCKHOLDERS'
EQUITY CURRENT LIABILITIES: 4350 0
(Due to a related party)
STOCKHOLDERS' EQUITY:
Common Stock no par value per share,
10,000,000 shares, issued and
outstanding 2,020,000 shares. 74150 74150
Preferred Stock, no par value,
Authorized, Issued and
Outstanding 1000 1000
SUBTOTAL: 75150 75150
Deficit accumulated during
the development stage 79350) (75000)
Treasury Stock ( 150) ( 150)
TOTAL STOCKHOLDERS' EQUITY (4,350) 0
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY 0 0
The Accompanying notes are an integral part of
these financial statements 3
PM MANAGEMENT SYSTEMS,INC.
(A development stage company
STATEMENTS 0F OPERATIONS
For the years ended December 31, 1999 and 1998
1999 1998
REVENUES: 0 0
OPERATING EXPENSES: (4350) 0
NET (LOSS): (4350) 0
NET (LOSS) PER COMMON SHARE: N/A N/A
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 2020000 2020000
The accompanying notes are an integral part of
these financial statements.
4
P.M. MANAGEMENT SYSTEMS, INC.
(A development stage company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1999 AND 1998
<TABLE>
<CAPTION>
Deficit
Number of Number of Accumulated
Shares Shares Amount Amount treasury during the
Common Preferred common Preferred Stock Development Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance
January 1
1996 10000000 1000000 1999150 1000 (150) (75000) 1925000
Cancellation
Of purchase
Of Ad-A-Cab
America, LLC
&cancellation
of 7,980,000
common shares
00.25
January 1996 (7980000) 0 (1925000) 0 0 0 (1925000)
Net loss
For the
Year ended
12/31/96 0 0 0 0 0 0 0
Balance
12/31/96 2020000 1000000 74150 1000 ( 150) (75,000) 0
Net Loss
For year
Ended
12/31/97 0 0 0 0 0 0 0
Balance
12/31/97 2020000 1000000 74150 1000 (150) (75,000) 0
Net Loss
For year
Ended
12/31/98 0 0 0 0 0 0 0
December 31,
1998 2020000 1000000 74150 1000 (150) 0 0
Net Loss for
the year ended
December 31,
1999 0 0 0 0 0 (4350) (4350)
December 31,
1999 2020000 1000000 74150 1000 (150) (79350) (4350)
</TABLE>
The accompanying notes are an integral part of
these financial statements
5
P.M. MANAGEMENT SYSTEMS, INC
(A development stage company)
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1999 and 1998
1999 1998
CASH PROVIDE BY (USED FOR)
OPERATING ACTIVITIES:
(LOSS) for the years ended (4350) 0
Net increase in Accounts
Payable 4350 0
Net cash provided by
Investing activities 0 0
Net cash provided by
Financing activities 0 0
NET INCREASE IN CASH: 0 0
Cash, beginning of the period: 0 0
Cash, end of the period 0 0
The accompanying notes are an integral part of
these financial statements
6
P.M. MANAGEMENT SYSTEMS, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998
NOTE 1 - ORGANIZATION OF P.M. MANAGEMENT
SYSTEMS, INC.:
P.M. Management Systems, Inc. is a Colorado
corporation and is currently in the development
stage. On May 6, 1994, the Company changed its
name from Process Based Management, Inc. to
P.M. Management Systems, Inc.
On September 5, 1994, the Company acquired all
the issued and outstanding ownership interests
in Ad-A-Cab America, LLC, a Wyoming Limited
Liability Company. To effect the
reorganization pursuant to Section 368(a) (1)
(B) of the Internal Revenue Code, the Company
issued 7,980,000 shares of its previously
authorized, but unissued no par value common
stock
However, for business and economic reasons, the
business venture was not successful.
Therefore, in January, 1996, the Company
terminated its ownership interests in Ad-A-Cab
America LLC. The above-mentioned 7,980,000
that were issued September 5, 1994 were
returned and cancelled by the Company.
The Company has been dormant since January,
1996 and has had no business activity.
NOTE 2 - RELATED PARTY TRANSACTION:
The Company maintains is office in space
provided by the Company's Secretary pursuant to
an oral agreement on a rent-free basis. A
director of the Company advanced a total of
$4,350 to pay office and filing expenses.
NOTE 3 - GOING CONCERN:
Since its formation, the Company has incurred
losses of $79,350. These financial statements
have been prepared on a going concern basis and
do not reflect adjustments, which would be
necessary, if the Company were unable to
continue as a going concern.
NOTE 4 - CURRENCY EXCHANGE:
The financial statements are presented in
dollar amounts based on the United States
Currency Exchange.
7
Note 6 - Proxy Statement
On December 1, 1999 the Company submitted a
Proxy Statement and solicitation to the
Securities and Exchange Commission for review.
The Proxy Statement called for as General
Meeting of stockholders for January 10, 2000
and was mailed on December 21, 1999. In it the
stockholders were asked to: elect three
directors; endorse acquisition of new assets;
change the Companys name to RF Technology,
Inc.; increase the authorized capital to
100,000,000 shares of common stock and
10,000,000 shares of preferred stock and to
authorize a 3 to 1 forward split of the issues
and outstanding shares.
Note 7 - Subsequent Events
The General Meeting of Stockholders was held on
January 10, 2000 and all resolutions put before
the meeting were passed without opposition.
Anthony V. Feimann was re-elected to the board
of directors and Ronald Lambrecht and Eberhard
Mueller were newly elected to the board,
replacing Edward D. Duncan and Timothy Sewell
who resigned as directors on December 28, 1999.
In a vote, called for but not included in the
Proxy Statement, the Shares present in person
or by proxy voted without dissension to cancel
all preferred shares issued and outstanding.
At the January 10, 2000 General Meeting of
Stockholders, the acquisition of new technology
to detect buried plastic (gas pipelines and
land mines) was approved. One million
restricted shares of the Companys common stock
was issued to Robert E. Surran in exchange for
exclusive rights to the technology. Mr. Surran
is also to receive a four percent royalty on
gross sales and a cash payment of $50,000
ninety days after the Company commences
trading. Under a separate annually renewable
Employment Agreement, the Company committed to
pay Mr. Surran $6,000 per month in salary to
continue with the development and application
of the technology.
EXHIBIT 2
PROXY STATEMENT DECEMBER 1, 1999
PM MANAGEMENT SYSTEMS, INC.
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 10, 2000
NOTICE AND PROXY STATEMENT
PM MANAGEMENT SYSTEMS, INC.
404 Scott Point Drive
Salt Spring Island, BC
V8K 2R2
December 1, 1999
Dear PM Management Stockholder:
I am pleased to invite you to the Annual
meeting of Stockholders of PM Management
Systems, Inc. The meeting will be at 11:00
AM on Monday, January 10, 2000 at 518 17th
Street, Suite 566, Denver, Colorado.
At the meeting you and other
stockholders will elect three directors to
the PM Management Board. You will also
have an opportunity to hear of the
successful revival of the Company after its
being, to all intents and purposes, dormant
for the past three years. You will have the
opportunity to ask any questions that you
might have. You will also receive the
Companys audited financial statements for the
year ending December 31, 1998 in the enclosed
annual report as filed with the Securities
and Exchange Commission in Washington, DC.
You will also be asked to consider
several changes to the Companys structure,
designed to make it more flexible and
beneficial to you and the other stockholders.
We hope that you can join us on January 10th,
2000. Whether or not you can attend, please
read the enclosed Proxy Statement. When you
have done so, please mark your votes on the
enclosed ballot or sign and date the proxy
and return it to us in the enclosed
envelope. Your vote is important, so please
return your ballot or proxy promptly.
Sincerely,
S/S Anthony V. Feimann
Anthony V. Feimann
Secretary
PM MANAGEMENT SYSTEMS, INC.
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 10, 2000
PM Management Systems, Inc. will hold its
Annual Meeting of Stockholders at 518 17th
Street, Suite 566, Denver, Colorado, on Monday,
January 10, 2000 at 11:00 AM.
We are holding this meeting:
to elect three directors to serve until
the next annual meeting;
to confirm or deny the acquisition of new
Company assets;
to change the Company name;
to increase the authorized capital of the
Company from 10,000,000 Common Shares and
1,000,000 Preferred Shares to 100,000,000
Common Shares and 10,000,000 Preferred Shares,
and
to authorize a 3_1 forward split of the
Company's issued and outstanding shares of
stock.
Your Board of Directors has selected
January 3rd, 2000 as the record date for
determining
stockholders entitled to vote at the meeting.
A list of the stockholders on that date will be
available for inspection at the law offices of
Arthur J. Frost, 4225 W. Glendale Avenue,
Phoenix, Arizona, for seven days before the
meeting.
This Proxy Statement, proxy and the 1998
Annual
Report are being distributed on or about
December
15th, 1999.
By Order of the Board of Directors
/S/ ANTHONY V. FEIMANN
Anthony V. Feimann, Secretary
TABLE OF CONTENTS
GENERAL INFORMATION
ELECTION OF DIRECTORS
Nominees for Election for a One_Year
Term
Ending with the 2000 Annual Meeting
SPECIAL RESOLUTION TO CONFIRM ACQUISITION
OF NEW ASSETS
SPECIAL RESOLUTION TO CHANGE COMPANY'S
NAME
Information Concerning the Company's
Desire
to Change its Name.
SPECIAL RESOLUTION TO INCREASE AUTHORIZED
CAPITAL
Information Concerning the Companys
Desire
to Increase its Capital Structure
SPECIAL RESOLUTION TO EFFECT A FORWARD SPLIT
OF THE COMPANY'S ISSUED AND OUTSTANDING SHARES.
Information Concerning the Company's
Desire
to Forward_split its Issued and
Outstanding
Stock.
STOCK OWNERSHIP
Beneficial Ownership of Certain
Stockholders,
Directors and Officers
GENERAL INFORMATION
Q: Who is soliciting my proxy?
A: The Board of Directors of PM Management
Systems, Inc. is sending you this
Proxy Statement for use at PMs Annual Meeting
of Stockholders.
Q: Who is paying for this solicitation?
A: The Company will pay for the solicitation
of proxies. It is a responsibility of the
Board of
Directors to do everything in their power to
see that you, the stockholder is fully informed
on the affairs of the Company and have every
opportunity to exercise your right(s) as a
holder of shares, to vote on all matters
constituting a material change in the Company.
Q: Why didn't I get a Proxy Statement last
year?
A: The Company was dormant for the past three
years. As you can see by the enclosed 10K
Annual report and the financial statements
contained therein, no activity took place
during 1996, 1997 and 1998. The Board of
Directors and several of the stockholders came
to a decision to revive the Company and to look
for a viable business opportunity into which
the Company may choose to enter. This is in an
attempt to salvage the Company and to perhaps
assist in
recovering some or all of the stockholders
investment.
Q: What am I voting on?
A: The re_election of Anthony Feimann as a
director and the election of two new directors.
Confirmation of the Company's
acquisition of new "plastic sniffing",
anti_landmine technology.
Changing the Company's name to RF
Technology, Inc.
The increase of the Companys Authorized
Capital from 10,000,000 Common Shares and
1,000,000 Preferred Shares to 100,000,000
Common Shares and 10,000,00 Preferred Shares.
Q: What is this new technology all about?
A: A full description of the technology being
acquired (subject to shareholder approval) is
included as an exhibit to this Proxy
Statement and Solicitation.
Q: Why change the name of the Company?
A: The new technology acquired by the
Company utilizes ultra sophisticated radio
frequency
technology to be able to detect plastic
substances buried underground. It is suggested
that the
interests of all shareholders would be
better served by having the name of the Company
better
reflect its main business purpose.
Q: Why is the increase in the Companys
Authorized Capital necessary?
A: Technically, this is not strictly
necessary. The Company could continue to
exist and operate without this
measure being taken. The Board of Directors is
of the opinion that this change will be
beneficial should the Company find another
suitable business opportunity. The
change will give the Company much more
flexibility and the Board feels that the
Annual Meeting is an appropriate time for the
stockholders to concur with these changes or
decline to make them.
Q: How will these changes affect the
stockholders?
A: The proposed change will not have an
adverse affect on any stockholder. It should
be made
clear that the change in capitalization
is simply a change in the authorized capital.
Should an
opportunity arise for a take_over of a
business situation or for the Company to obtain
additional equity financing, the shares to do
so would be readily available.
Q: How do I vote?
A: You may vote your shares either in person
or by proxy. To vote by proxy, you should
mark, date, sign and mail the enclosed
proxy in the prepaid envelope. Giving your
proxy will not affect your right to
vote your shares in person if you attend the
Annual Meeting by voting, you
automatically revoke your proxy. You may also
revoke your proxy at any time before
the voting by giving the Secretary written
notice of your revocation or by submitting a
later dated proxy. If you return the
proxy without marking a voting preference, the
individuals named as proxies will vote
your shares FOR the resolutions put forth.
Q: What constitutes a quorum?
A: Voting can take place at the Annual
Meeting only if stockholders owning a majority
of the voting power of the Common Stock
(that is a majority of the total number of
votes entitled to be cast) and one
third of the total number of the shares
outstanding on the record date are
present in person or represented by effective
proxies. If you do not vote your shares will
not be considered as being present or
entitled to vote for any purpose. Directors
and each of the resolutions
require an affirmative vote of holders of
a majority of the voting power present to be
elected
or passed and adopted.
Q: What happens if I withhold my vote for an
individual director?
A: Withheld votes are counted as "no" votes
for an individual director.
Q: Can I vote on other matters?
A: We do not expect any other matter(s) to
come before the meeting. If any other matter
is
presented at the Annual Meeting, your
signed proxy gives the individuals named as
proxy authority to vote your shares.
This provision also covers nominations from the
floor at the Annual Meeting.
ELECTION OF DIRECTORS
At the Annual Meeting, you and other
stockholders will elect three individuals to
serve as a director until the Annual Meeting
held in the year 2000. One individual is
currently a director of the Company, while two
others are being nominated to serve for the
first time.
Those named as proxies will vote the
enclosed proxy for the election of all nominees
unless you direct them to withhold your votes.
If any nominee becomes unable to serve as a
director before the meeting (or decides not to
serve), the individuals named as proxies may
vote for a substitute. We recommend a vote FOR
each nominee.
Below are the names and ages of the
directors, the years they became directors,
their principal
occupations or employment for the past five
years and certain of their other directorships.
Nominees for the Election for a one_year term
ending
with the 2001 Annual Meeting
Anthony V. Feimann, age 56, has been a
director and Secretary of PM Management
Systems, Inc. since 1994. Mr. Feimann
graduated with a Bachelor of Arts degree in
econometrics from the University of British
Columbia. Since 1975 Mr. Feimann has operated
as a private consultant on accounting and
finance issues for publicly held and privately
owned companies.
Eberhard Mueller, age 63, has been
involved with mining and exploration projects
for the past thirty_five years. Born in
Germany and a Canadian citizen residing of
British Columbia, Mr. Mueller has been
instrumental in financing a large number of
exploration projects using state_of_the_art
scientific techniques. Hence his interest in
RF technology. He currently serves on the
Board of Directors of Regent Ventures Ltd. and
International Chargold Resources Ltd., public
companies trading on the Canadian Venture
Exchange.
Ronald T. Lambrecht, CPA, age 53, has
thirty_one years of extensive accounting,
finance, real estate, sales and management
experience. Mr. Lambrechts strong
interpersonal skills with the ability to
interface with all levels of personnel is
exemplified in the success he has experienced
in supervision, design, execution and
completion of several projects in a
professional and managerial environment.
Besides some twenty_nine years as a practicing
CPA, Mr. Lambrecht has many years as an
executive and consultant in the Oil and Gas
business. He resides with his family, in
Somers, Montana.
SPECIAL RESOLUTION TO ENDORSE ACQUISITION OF
NEW TECHNOLOGY
The Board of Directors is recommending that the
Company acquire a unique technology that was
developed to locate buried natural gas
pipelines. In refining this procedure, it was
discovered that the process, which detects
aura_like gaseous emissions from the buried
plastic, could also detect buried
anti_personnel land mines, which are primarily
made of plastic. Using both infra_red and
infra green rays to detect the presence of
buried plastic, the detection device can be
miniaturized to the approximate size of a
package of cigarettes and be produced
economically enough that it could easily be an
inexpensive addition to each serviceman's
standard field equipment.
The technology was acquired from Mr. Rick
Surran, of Scottsdale, Arizona for 2,000,000
(pre_split) shares of restricted common stock
and a royalty of 4% on gross wholesale sales.
The potential of both the military and civilian
application of this technology causes the Board
to
recommend a FOR vote.
RESOLVED: THAT THE CONTRACT TO ACQUIRE ALL
RIGHTS AND PATENTS TO THE "PLASTIC SNIFFING"
TECHNOLOGY FROM MR. RICK SURRAN IN RETURN FOR
THE ISSUANCE OF 2,000,000 PRE_SPLIT SHARES OF
COMMON STOCK BE CONFIRMED AND ENDORSED.
SPECIAL RESOLUTION TO CHANGE COMPANY'S NAME.
The anticipated acquisition of the new "plastic
sniffing" technology and the Company's
inclination to seek out related types of target
acquisitions, indicates that a change may be
appropriate in the Company's name to something
relating to its business. The directors have
selected the name: RF Technology Inc. We
recommend a FOR vote on this resolution.
RESOLVED: THAT THE BOARD OF DIRECTORS BE
AUTHORIZED TO CHANGE THE NAME OF THE COMPANY
TO RF TECHNOLOGY INC.
SPECIAL RESOLUTION TO INCREASE AUTHORIZED
CAPITAL
The Board of Directors, in an effort to make
the Company as flexible as possible, should a
desirable business opportunity present itself,
have determined that the stockholders should
also be asked to endorse a change in the
capital structure.
At present, the Company is authorized to issue
10,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock, of which some
2,017,000 shares of common are outstanding.
1000,000 shares of preferred stock is
outstanding.
Anticipating that the Company will be forced to
issue a considerable amount of stock to acquire
a business or businesses, not reorganizing the
capital structure could well result in an
inadequate amount of stock being available to
cover any injection of equity capital that may
be needed. For this reason the board is asking
for this change.
Stockholders should be aware that this will
make no difference in either the amount of
shares owned or the percentage of ownership
each stockholder holds. Naturally, should the
Company acquire a suitable business
opportunity, or the Company be successful in
attracting a financing, or both, each
stockholders percentage of ownership would be
decreased. We recommend a vote FOR this
resolution.
RESOLVED: THAT THE COMPANYS BOARD OF DIRECTORS
BE
AUTHORIZED TO TAKE WHAT ACTION IS NECESSARY TO
INCREASE THE PRESENT AUTHORIZED CAPITAL OF PM
MANAGEMENT SYSTEMS, INC. TO 100,000,000 SHARES
OF
COMMON STOCK AND 10,000,000 SHARES OF PREFERRED
STOCK.
SPECIAL RESOLUTION TO EFFECT A 3_1 FORWARD
SPLIT IN
THE COMPANY'S ISSUED AND OUTSTANDING STOCK.
The Company's Board of Directors has determined
that it would be prudent for the Company's
issued and outstanding shares of stock should
be forward split on a 3_to_1 basis. It is the
Boards feeling that the increase, while
probably resulting in a lower trading price
should the Company have its shares listed for
trading, will have the effect of increasing the
shares available in the public float and making
a more stable market for the Company's stock.
We recommend a vote FOR this resolution.
RESOLVED: THAT THE BOARD OF DIRECTORS BE
AUTHORIZED
TO TAKE WHAT ACTION IS NECESSARY TO FORWARD
SPLIT THE
COMPANY'S ISSUED AND OUTSTANDING SHARES ON A
3_1
BASIS.
STOCK OWNERSHIP
Beneficial Ownership of Certain Stockholders,
Directors and Officers
This table shows as of January 1, 1999 (1) the
beneficial owner of more than 5% of the common
stock
and the number of shares beneficially owned;
and (2)
the number of shares each director and officers
owns
and all shares owned by directors and officers
as a
group.
Number of Percent of
Beneficially Class
Owned
STOCKHOLDERS
GAK Investments 145,000 7.18
Brian J. OShaughnessy 200,000 9.90
Schiltkampe Groepe, SA 280,000 13.87
Lawson, Mathias and Vanderele,Inc. 188,000 9.31
Kennedy Kerster 130,000 6.44
Inge Wallace 125,000 6.19
DIRECTORS AND OFFICERS
Anthony V. Feimann 15,000 0.75
DIRECTORS AND OFFICERS AS A GROUP 15,000 0.75
Compensation of directors and officers
No director or officer has received any
compensation.
BALLOT
PM MANAGEMENT SYSTEMS, INC. ANNUAL
MEETING,
JANUARY 10, 2000
Note: Mark your Ballot For, Against or
Abstain. Any question left blank will be
counted as a "For" vote.
ITEM 1. ELECTION OF DIRECTORS
The following are nominated to serve as a
director until the 2000 Annual Meeting:
FOR AGAINST ABSTAIN
Eberhard Mueller
Ronald T. Lambrecht
Anthony V. Feimann
ITEM 2. CONFIRMATION OF COMPANY'S ACQUISITION
OF NEW ASSETS.
RESOLVED: THAT THE CONTRACT TO ACQUIRE ALL
RIGHTS
AND PATENTS TO THE "PLASTIC SNIFFING"
TECHNOLOGY FROM RICHARD SURRAN IN RETURN FOR
THE ISSUANCE OF 2,000,000 SHARES OF COMMON
STOCK BE CONFIRMED AND ENDORSED.
FOR ________AGAINST__________ABSTAIN_______
ITEM 3. CHANGE OF COMPANY NAME.
RESOLVED: THAT THE BOARD OF DIRECTORS BE
AUTHORIZED
TO CHANGE THE NAME OF THE COMPANY TO RF
TECHNOLOGY
INC.
FOR ________AGAINST ________ABSTAIN ________
ITEM 4. CHANGE IN CAPITALIZATION
RESOLVED: THAT THE COMPANYS BOARD OF
DIRECTORS BE AUTHORIZED TO TAKE WHAT ACTION IS
NECESSARY TO INCREASE THE PRESENT AUTHORIZED
CAPITAL OF PM MANAGEMENT SYSTEMS, INC. TO
100,000,000 SHARES OF
COMMON STOCK AND 10,000,000 SHARES OF PREFERRED
STOCK.
FOR ________AGAINST_________ABSTAIN________
ITEM 5. FORWARD SPLIT IN COMPANY'S ISSUED AND
OUTSTANDING STOCK.
RESOLVED: THAT THE BOARD OF DIRECTORS BE
AUTHORIZED TO TAKE WHAT ACTION IS NECESSARY TO
FORWARD SPLIT THE COMPANY'S ISSUED AND
OUTSTANDING SHARES ON A 3_1 BASIS.
FOR ________ AGAINST _________ABSTAIN ________
PROXY
Date: ____________, 2000
The undersigned, the record owner
of______________shares of stock of PM
Management Systems, Inc.
authorizes______________________________to vote
the
aforementioned shares at the January 10, 2000
Annual Meeting of PM Management
Systems, Inc. to be held at 518 17th Street,
Suite 566, Denver, CO at 11:00 AM.
My proxy is hereby instructed to (please mark
one of the following):
a) to vote my shares as indicated on the
enclosed Ballot or
(b) to have the right to vote for the
election of directors and on any other matters
and on any other business that may
properly come before the meeting.
Signed:
___________________________
EXHIBIT 3
Form 8 K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) January 10, 2000.
RF TECHNOLOGY, INC.
(Formerly PM Management Systems, Inc.)
Colorado 0-22678 84-1193941
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
PO Box 2270, Kalispell, Montana 59903
(Address of Principal Executive offices)
Registrants telephone number, including area
code: (406) 257-1085
Item 1. Changes in Control of Registrant
On January 10, 2000 at a special shareholders
meeting, a quorum being present all votes
present (either by proxy or in person): the
following measures were carried:
1) Anthony Feimann the Companys
Secretary and director was reelected for an
additional term of one year;
2) Ronald Lambrecht and Eberhard Mueller
were elected as directors and at a Board of
Directors meeting held immediately after the
election, were named President and Treasurer
respectively; Mr. Feimann was re-appointed
Secretary.
3) All issued and outstanding Preferred
shares were cancelled without opposition
Item 2. Acquisition or Disposition of Assets
Acquisition of the plastic sniffing technology
was confirmed. Shareholders approved the
issuance of 2,000,000 shares of pre-forward-
split stock for this technology. Prior to the
meeting, the acquisition was re-negotiated to
1,000,000 shares of post-forward-split stock
plus a 4 percent royalty. (See exhibit A ).
Item 3. Bankruptcy or receivership
Not Applicable.
Item 4. Changes in Registrants Certifying
Public Accountant
Not Applicable.
Item 5. Other Events
At the Special Meeting of Shareholders held
January 10, 2000, the stockholders authorized
the change in capitalization of the Company
from 10,000,000 common shares and 1,000,000
preferred shares authorized, to 100,000,000
million common and 10,000,000 preferred shares
authorized;
A 3-1 forward split of the issued and
outstanding shares was authorized, from
2,020,000 shares of common stock to 6,060,000
shares issued and outstanding;
The name of the Company was changed to RF
Technology, Inc. and the mailing address of the
Company was changed to: PO Box 2270, Kalispell
MT 59903.
Item 6. Resignation of Registrants Directors
Resignations of Edward Duncan and Timothy
Sewell, dated Dec 28, 1999 were accepted.
(See Exhibit B)
Item 7. Financial Statements and Exhibits
Exhibits A and B are attached to this filing
for reference.
Item 8. Change in Fiscal Year
Not Applicable.
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has
caused this report to be signed in its behalf
by the undersigned, hereunto duly authorized.
Dated: February 10, 2000 RF
Technology, Inc.
S/S___Ronald T. Lambrecht
Ronald T. Lambrecht,
President
EXHIBIT A
RF TECHNOLOGIES, INC./R.E. SURRAN
PURCHASE AND EMPLOYMENT AGREEMENT
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made and entered into this
8th day of February, 2000 by and between RF
Technologies, Inc., a Colorado corporation
(herein RF or Purchaser), and R. E. Surran,
an individual (herein Surran or Seller).
WHEREAS Surran has developed certain technology
for manufacture of a radio-frequency device for
locating plastic buried underground (the
Technology); and
WHEREAS RF desires to acquire the rights to the
Technology in order to manufacture and market
devices for locating plastic buried underground
using the Technology (the Devices); and
NOW THEREFORE, based on the terms and
conditions outlined herein, Surran and RF agree
to the following:
1. The Rights. Surran agrees to
sell the exclusive world-wide rights to the
Technology and the exclusive world-wide rights
to market the Device to RF for the
Consideration, as herein defined.
2. Consideration.
1.
a) Shares. RF
agrees to issue Surran
a certificate
evidencing ownership
of one million
(1,000,000) shares of
RF common stock (the
Shares). Surran
acknowledges that the
Shares are subject to
Rule 144 and will bear
a legend restricting
their sale.
b) Funds. RF agrees to pay Surran the amount
of Fifty Thousand US Dollars (US $50,000) not
later than ninety (90) days from the inception
of trading of RF shares in the public market.
2. Royalty. RF agrees to pay
Surran a royalty of 4% of gross sales of the
Device (the Royalty). The Royalty will be
paid by the thirtieth day of the month
following any sale of Device(s). The
obligations of this Section 2 will survive the
termination of any business or employment
relationship between the parties.
3. Employment Contract. RF agrees
to enter into an employment contract with
Surran for a term of one year, automatically
renewable for additional one year terms absent
written 30-day notice provided by either party
to the other, for a salary of $6,000 per month
plus reasonable expenses approved by RF. A
copy of the employment contract is appended
hereto as Exhibit A.
4. Obligations of Purchaser.
Purchaser agrees to fund the marketing and
manufacture of the Device for both military and
civilian applications. Purchaser further
agrees to use its best efforts to market the
Device to both military and civilian buyers.
5. Sellers Obligations. Seller
agrees to provide to Purchaser all technical
specifications, drawings, methodology and the
like necessary for the manufacture of the
Device. Seller agrees to assist Purchaser in
designing and setting up the manufacture of the
Device. Seller agrees to assist Purchaser in
filing for a patent on the Device, which patent
upon issuance shall be the property of
Purchaser. Any design improvements, changes,
adaptations, or the like made by Surran or by
any employee of RF shall be the property of RF.
A description of the Technology is appended
hereto as Exhibit B.
6. Confidential Information. RF
and Surran are the owners of certain products,
technology, information, customer lists,
services, processes, financial information,
pending or prospective transactions/proposals,
operating and marketing plans and procedures,
designs, product formulas, specifications,
manufacturing methods, ideas, prototypes,
software, patent, trademark and copyright
applications or registrations and other similar
data relating to each partys business which
data is not publicly known and derives economic
value from not being publicly known
(collectively Confidential Information).
Each party agrees that it will not use or
disclose to third parties any Confidential
Information it receives from the other, except
as may be contemplated by this Agreement. Each
party agrees that it will take all reasonable
precautions to assure that no Confidential
Information is conveyed to any officer,
employee, agent, manufacturer, or other third
party who does not have a need to know such
Confidential Information. The obligations
created by this Section 6 shall survive the
termination of this Agreement or any business
relationship between the parties. Any
Confidential Information contained in any
writing will be returned to the other party
promptly upon written request, together with
any reproductions thereof.
7. Breach of Agreement. In the
event of a material breach of this Agreement,
the non-breaching party may provide written
notice of such breach to the breaching party.
Upon receipt, the breaching party shall have 30
days to correct such breach, after which the
termination shall be effective if not so
corrected.
8. Notice. Any notice required or
permitted to be given under this Agreement
shall be in writing and sent by telecopy,
personal delivery, or certified mail, return
receipt requested, as follows:
If to RF: RF Technologies, Inc.
P. O. Box 2270
Kalispell MT 59903-2270
Fax: 406-752-5563
If to Surran: R. E. Surran
9934 East Wood Drive
Scottsdale AZ 95260
Fax: 602-451-4459
IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as of the date
herein first above written.
RF Technologies, Inc.
By: S/S R.E. Surran
By: S/S Ronald T. Lambrecht
R.E. Surran
Ronald T. Lambrecht, President
EXHIBIT A
EMPLOYMENT CONTRACT
On February 8, 2000, RF TECHNOLOGIES,
INC., a Colorado corporation ("Employer"), and
RICHARD E. SURRAN (Employee") agree as
follows:
1. TERM. Employer hereby employs Employee and
Employee hereby accepts employment on the terms
and conditions hereinafter set forth. The term
of this Agreement shall commence on the date
hereof and shall terminate on February 7, 2001.
Unless written notice is given by either
Employee or Employer at least thirty (30) days
prior to the end of the term (including any
renewal pursuant to this sentence) this
Agreement shall automatically renew for
consecutive one (1) year periods. Said term may
be sooner terminated as hereinafter provided,
and if the term is so terminated, all
references herein to the term of this Agreement
shall mean the original term as so shortened,
except where the context otherwise requires.
2. DUTIES. Employee agrees to serve Employer as
head of Its "Don't Panic" division or in such
other capacities as may be requested from time
to time by the President of Employer. Employer
shall periodically prepare timetables of tasks
to be performed by Employee. During the term of
this Agreement, Employee will devote his full
time and exclusive attention to, and use his
best efforts to advance, the business and
welfare of Employer. During the term of this
Agreement, Employee will not engage in any
other employment activities for any direct or
indirect remuneration without the prior written
consent of Employer. Employee shall not be
required to relocate from Maricopa County,
Arizona, but agrees to undertake all reasonable
travel required by Employer to be conducted In
connection with the performance of his duties.
3. SALARY AND BENEFITS.
3.1. Base Salary. During the term of this
Agreement Employer shall pay Employee a salary
at the rate of Seventy-Two Thousand Dollars
($72,000) per year, or such greater amount as
may be established by Employers President,
payable in appropriate installments to conform
with the regular payroll dates for salaried
personnel of Employer and subject to payroll
deductions as may be necessary or customary in
respect of such salaried personnel.
3.2. Incentive Compensation. In addition
to the base salary to which Employee is
entitled pursuant to Section 3.1, Employer will
pay to Employee additional compensation (a
"Bonus"), at the discretion of Employer's
President, in relation to the value of any
products, business opportunities or services
provided by Employee to Employer which exceed
the scope of this Agreement. It is the
expectation, although not the commitment, of
Employer and Employee, that his total
compensation will exceed One Hundred Thousand
Dollars ($100,000) per year.
3.3. Vacations. Employee shall be entitled
to four (4) weeks of paid vacation in each year
during the term of this Agreement.
3.4. Medical Insurance and Other Benefits.
During the term of this Agreement Employer
shall furnish Employee with the same medical
and hospital insurance, death, corporate
expense account, stock participation and other
benefits furnished to other executive employees
of Employer. Employer agrees to provide
Employee with a term life insurance policy for
Key Man insurance payable to both Employer
and to Employees family.
4. CONFIDENTIAL INFORMATION AND RESTRICTED
ACTIVITIES.
4.1. Non-disclosure and Non-use Of
Confidential information. Employee acknowledges
that Employer continually develops Confidential
Information (as defined in Section 4.7), that
Employee may develop Confidential information
for Employer and that Employee may learn of
Confidential information during the course of
his employment. Employee will comply with
Employer's policies and procedures for
protecting Confidential Information and, except
as required by the nature of his duties,
Employee will never, directly or indirectly,
use or disclose any Confidential Information
without the prior written consent of Employer's
President. Employee understands that this
restriction will continue to apply after his
employment terminates.
4.2. Use and Return of Property and
Documents. Employee will protect the integrity
of Confidential Information and keep
confidential all documents, customer lists,
records of research, proposals, reports
memoranda, computer software and programming,
financial information, and other materials
("Documents") including any copies thereof, in
which Confidential Information may be
contained. Employee will not copy any Documents
except as required by the nature of his duties.
Employee will not remove any Documents or
copies from Employer's premises unless
authorized by Employer's President. Employee
will return to Employer immediately after his
employment terminates all Documents and copies
and any other property of Employer then in his
possession or control.
4.3. Assignments of Rights. Employee will
promptly and fully disclose all Company
Property (as defined in Section 4.7) to
Employer. Employee hereby assigns and agrees to
assign to Employer (or as otherwise directed by
Employer) his full right, title and interest to
all Company Property. Employee agrees to
execute any and all applications for domestic
and foreign patents, copyrights or other
proprietary rights and do such other acts
(including, among others, the execution and
delivery of instruments of further assurance or
confirmation) requested by Employer to assign
the Company Property to Employer and to permit
Employer to enforce any patents, copyrights or
other proprietary rights In the Company
Property. Employee will not charge Employer for
his time spent in complying with these
obligations. All copyrightable works that
Employee creates shall be considered works made
for hire. Employee acknowledges that he has
read and understands California Labor Code
Section 2870, which reads as follows:
(a) Any provision in an employment
agreement which provides that an
employee shall assign, or offer to
assign, any of his or her rights in an
invention to his or her employer shall
not apply to an invention that the
employee developed entirely on his or
her own time without using the
employer's equipment, supplies,
facilities or trade secret information
except for those inventions that
either:
(1) Relate at the time of conception
or reduction to practice of the invention to
the employers business, or actual or
demonstrably anticipated research or
development of the employer.
(2) Result from any work performed by
the employee for the employer.
(b) To the extent a provision in an
employment agreement purports to require an
employee to assign an invention otherwise
excluded the provision is against the public
policy of this state and is unenforceable.
Employee and Employer agree to be bound by the
terms of this California Labor Code Section
2870 as respects their rights to any invention.
Employee understands that his obligations under
this Agreement do not apply to an invention
which qualifies fully under the provisions of
Section 2870.
4.4. Non-Recruitment. For a period of one
(1) year after his employment with Employer
terminates, Employee will not, and will not
assist anyone else to, hire any employee of
Employer or seek to persuade any employee of
Employer to discontinue employment or to become
employed in any business directly or indirectly
competitive with Employer's business, nor seek
to persuade any independent contractor or
supplier or Employer to discontinue its
relationship or violate any agreement with
Employer.
4.5. Restricted Activities. Employee
agrees that some restrictions on his activities
during and after his employment are necessary
to protect the goodwill, Confidential
Information and other legitimate interests of
Employer. While Employee is employed by
Employer and for a period of one (1) year after
his employment terminates Employee will not
compete, directly or indirectly, with Employer
whether as an employee, consultant, agent,
partner, principal, investor or otherwise.
Specifically. but without limiting the
foregoing, Employee agrees not to engage in any
manner in any activity that is directly or
indirectly competitive or potentially
competitive with the business of Employer as
conducted at any time during his employment.
Restricted activity shall include accepting
employment or a consulting position with any
person who is, or at any time within one year
prior to Employee's termination has been, a
customer of Employer. For purposes of this
provision, the business shall include all
services offered by the Company in any manner.
The foregoing restrictions shall not prevent
Employee's owning one percent (1%) or less of
the equity securities of any publicly traded
company.
4.6. Notification Requirement. Until three
(3) months after the period set forth in
Section 4.5, Employee will notify Employer in
writing of any change in his address and of
each new job or other business activity in
which he plans to engage, at least fifteen (15)
days prior to beginning such job or activity.
Such notice shall state the name and address of
any new employer and the nature of Employee's
position.
4.7. Definition. For the purposes of this
Agreement, the following definitions shall
apply:
Company Property shall mean developments,
methods of doing business, compositions, works,
concepts and ideas (whether or not patentable
or copyrightable or constituting trade secrets)
conceived, made, created, developed or reduced
to writing or practice by Employee (whether
alone or with others, and whether or not during
normal business hours or on or off Employer's
premises) during Employee's employment that
relate to either the services provided by,
business of, or any prospective activity of,
Employer known to Employee as a result of his
employment.
Confidential Information shall mean any
and all Information of Employer that Is not
generally known in the radio frequency products
business or that is not generally known by
others with whom Employer does or plans to
compete or do business. Confidential
information includes, without limitation, such
information relating to (i) Employer's
development, research and marketing activities,
(ii) Employer's financial statements and
strategic plans, (iii) the identity and special
needs of Employer's customers and (iv) people
and organizations with whom Employer has
business relationships and those relationships.
Confidential information also includes such
information that Employer may receive or have
received belonging to customers or others who
do business with Employer and, except to the
extent disclosed by Employer on a non-
confidential basis, the Company Property.
4.8. Remedies. Employee acknowledges that,
were he to breach the provisions of this
Section 4, the harm to Employer would be
irreparable. Employee therefore agrees that, in
addition to damages and attorneys' fees,
Employer shall be entitled to obtain (and
Employee will not contest) preliminary and
permanent injunctive relief against any such
breach, without having to post a bond.
5. EXPENSES. Employer will pay or reimburse
Employee for such reasonable travel,
entertainment or other expenses as he may incur
at the request of Employer during the term of
this Agreement In connection with the
performance of his duties hereunder. Employee
shall furnish Employer with such evidence that
such expenses were incurred as Employer may
from time to time reasonably require or
request.
6. PARTIAL DISABILITY OF EMPLOYEE. If Employee
becomes disabled by reason of illness or other
incapacity extending for a period of more than
twelve (12) consecutive weeks during which
Employee is unable to perform his duties
hereunder on a full-time basis but Is able to
perform his duties hereunder on a part-time
basis, all amounts otherwise payable to
Employee shall be proportionately reduced with
respect to the period commencing at the end of
said twelve (12) week period to reflect the
extent to which Employee's working time is
reduced below a level which would result in
Employee working one thousand eight hundred
(1,800) hours per year. In determining when
Employee becomes disabled, the same criteria
shall be applicable as are used in the
disability insurance policy Employer maintains
for its employees.
7. TERMINATION. This Agreement, and all
obligations of Employer to pay base salary,
Bonuses and benefits to Employee, shall
terminate on the first to occur of the
following:
(a) The death of Employee;
(b) The permanent disability of Employee
(which, for purposes hereof, shall have the
same meaning as In Employer's disability
insurance policy or, in the absence of such a
policy, the continuous loss of one-half () or
more of the time spent by Employee in the usual
daily performance of his duties as a result of
physical or mental illness for a period In
excess of ninety (90) consecutive days);
(c) At such time, if any, as Employer
ceases to conduct business for any reason
whatsoever; or
(d) At the election of Employer, for good
cause (as defined in Section 9).
8. GOOD CAUSE. The term good cause is defined
as any one or more of the following
occurrences:
(a) Employee's breach of any of the
covenants contained in Section 4 of this
Agreement;
(b) Employee's conviction by, or entry of
a plea of guilty or nolo contendere in a court
of competent and final jurisdiction for any
crime Involving moral turpitude or punishable
by imprisonment in the jurisdiction involved;
(c) Employees commission of an act of
fraud, whether prior to or subsequent to the
date hereof upon Employer;
(d) Employee's continuing failure or
refusal to perform his duties as required by
this Agreement (including the failure to
complete tasks in accordance with a reasonable
timetable presented to Employee as described in
Section 2), provided, that termination of
Employee's employment pursuant to this
paragraph (d) shall not constitute valid
termination for cause unless Employee shall
have first received written notice from the
President of Employer stating with specificity
the nature of such failure or refusal and
affording Employee at least ten (10) days to
correct the act or omission complained of;
(e) Gross negligence, insubordination,
material violation by Employee of any duty of
loyalty to Employer or any other material
misconduct on the part of Employee, provided
that termination of Employee's employment
pursuant to this paragraph (e) shall not
constitute valid termination for cause unless
Employee shall have first received written
notice from the President of Employer stating
with specificity the nature of such failure or
refusal and affording Employee at least ten
(10) days to correct the act or omission
complained of; or
(f) Employee's commission of any act which
Is detrimental to Employer's business or
goodwill.
9. MISCELLANEOUS.
9.1. Modification and Waiver of Breach. No
waiver or modification of this Agreement shall
be binding unless it is in writing signed by
the parties hereto. No waiver of a breach
hereof shall be deemed to constitute a waiver
of a future breach, whether of a similar or
dissimilar nature.
9.2. Assignment. The rights of Employer
under this Agreement may, without the consent
of Employee, be assigned by Employer, in its
sole and unfettered discretion (a) to any
person, firm, corporation, or other business
entity which at any time, whether by purchase,
merger, or otherwise, directly or indirectly,
acquires all or substantially all of the assets
or business of Employer, or (b) to any
subsidiary or affiliate of Employer, or any
transferee, whether by purchase, merger or
otherwise, which directly or indirectly
acquires all or substantially all of the assets
of Employer or such subsidiary or affiliate.
9.3. Notices. All notices and other
communications required or permitted under this
Agreement shall be in writing, served
personally on, or mailed by certified or
registered United States mail to, the party to
be charged with receipt thereof. Notices and
other communications served by mail shall be
deemed given hereunder 72 hours after deposit
of such notice or communication in the United
States Post Office as certified or registered
mail with postage prepaid and duly addressed to
whom such notice or communication is to be
given, in the case of (a) Employer, to: RF
Technologies, Inc., P. O. Box 2270, Kalispell,
MT 59903-2270; or (b) Employee, to: Richard E.
Surran, 9934 East Wood Drive, Scottsdale,
Arizona, 88260. Any such party may change said
party's address for purposes of this Section by
giving to the party intended to be bound
thereby, in the manner provided herein, a
written notice of such change.
9.4. Counterparts. This instrument may be
executed In one or more counter-parts, each of
which shall be deemed an original, but all of
which together shall constitute one and the
same Agreement.
9.5. Construction of Agreement. This
Agreement shall be construed in accordance
with, and governed by, the laws of the State of
Colorado applicable to agreements executed and
to be performed in Colorado.
9.6. Complete Agreement. This Agreement
contains the entire agreement between the
parties hereto with respect to the transactions
contemplated by this Agreement and supersedes
all previous oral and written and all
contemporaneous oral negotiations, commitments,
writings, and understandings.
9.7. Non-Transferability of Interest. None
of the rights of Employee to receive any form
of compensation payable pursuant to this
Agreement shall be assignable or transferable
except through a testamentary disposition or by
the laws of descent and distribution upon the
death of Employee. Any attempted assignment,
transfer, conveyance, or other disposition
(other than as aforesaid) of any interest in
the rights of Employee to receive any form of
compensation to be made by Employer pursuant to
this Agreement shall be void.
9.8. Legal Fees. If any legal action,
arbitration or other proceeding is brought for
the enforcement of this Agreement, or because
of any alleged dispute, breach, default or
misrepresentation in connection with this
Agreement, the successful or prevailing party
shall be entitled to recover reasonable
attorneys' fees and other costs it Incurred in
that action or proceeding, in addition to any
other relief to which it may be entitled.
IN WITNESS WHEREOF, the undersigned have
executed this Agreement on the day and year
first above written.
EMPLOYEE: EMPLOYER:
RF
TECHNOLOGIES, INC.
S/S Richard E. Surran S/S Ronald T. Lambrecht
Richard E. Surran Ronald T. Lambrecht,
President
EXHIBIT B
DIRECTORS' RESIGNATIONS
December 28, 1999
Board of Directors
PM Management Systems, Inc.
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
Sirs:
I hereby tender my resignation as a director
and officer of PM Management Systems, Inc.
Thank You.
Yours Truly,
S/S Edward D. Duncan
Edward D. Duncan
December 28,1999
Board of Directors
PM Management Systems, Inc.
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
Sirs:
I hereby tender my resignation as a director
and officer of PM Management Systems, Inc.
Thank You.
Yours Truly,
S/S Timothy Sewell
Timothy Sewell
