4
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.)
Nevada 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)
Registrant's 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:
Anthony Feimann the Company's Secretary and
director was reelected for an additional term of
one year;
1) 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.
2) 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 Registrant's 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 Registrant's 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
WHEREAS RF is in the process of filing an
information statement on Form 10 with the US
Securities & Exchange Commission with the
intention of becoming a publicly traded company
on the NASDAQ Electronic Bulletin Board;
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. Seller's 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 party's 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 _____________,
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 Employer's 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 Employee's 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 employer's
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
nonconfidential 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.
7. 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.
8. 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 (1/2)
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).
9. 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) Employee's 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.
10. MISCELLANEOUS.
10.1. 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.
10.2. 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.
10.3. 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.
10.4. 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.
10.5. 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.
10.6. 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.
10.7. 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.
10.8. 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
