<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1996
--------------
Commission File No. 0-23204
VISTA 2000, INC.
----------------
(Exact name of registrant as specified in its charter)
Delaware 58-1972066
- -------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
736 Johnson Ferry Road
Marietta, Georgia 30068
-----------------------
(Address of principal executive offices)
(770) 971-4344
(Registrant's telephone number)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for at least
the past 90 days. Yes No x
State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date.
Class Outstanding at March 30, 1996
- ----- -------------------------------
Common Stock, $.01 par value 14,298,595
<PAGE>
PART I.- FINANCIAL INFORMATION
Item 1. Financial Statements
2
<PAGE>
Vista 2000, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
March 30, 1996 December 30,
(Unaudited) 1995
----------------------------------
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 4,791 $ 871
Accounts receivable, net of allowance for doubtful
accounts and returns of $1,815 and $2,230, respectively 14,270 15,910
Inventories 39,273 33,378
Prepaid expenses 223 217
Other current assets 1,495 1,174
-----------------------------------
Total current assets 60,052 51,550
-----------------------------------
Property and Equipment, at cost 16,093 13,721
Less: accumulated depreciation 1,183 680
-----------------------------------
Net property and equipment 14,910 13,041
-----------------------------------
Other Assets 3,950 720
===================================
$ 78,912 $ 65,311
===================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt
$ 522 $ 607
Accounts payable 10,470 12,542
Accrued payroll and related expenses 3,317 4,053
Accrued liabilities 2,985 3,955
-----------------------------------
Total current liabilities 17,294 21,157
-----------------------------------
Long-term debt, net of current portion 22,202 23,029
Commitments and Contingencies
Stockholders' Equity
Preferred stock $1 par value, 500,000 shares authorized,
14,280 and 18,418 shares issued and outstanding, respectively 12,734 5,981
Common stock, $.01 par value, authorized 50,000,000 shares,
issued and outstanding, 14,298,595 and 11,626,475 , respectively 143 116
Additional paid-in capital 53,225 36,201
Accumulated deficit (25,900) (20,939)
Currency translation (16) (19)
-----------------------------------
40,186 21,340
Less: treasury shares and warrants - at cost 770 215
-----------------------------------
Total Stockholders' equity 39,416 21,125
-----------------------------------
$ 78,912 $ 65,311
===================================
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
VISTA 2000, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
Quarter ended Quarter ended
March 30, 1996 March 31, 1995 (as
(Unaudited) restated)
----------------------------------------
<S> <C> <C>
Net Sales $ 28,103 $ 38
Cost of Sales 21,530 236
----------------------------------------
Gross profit (loss) 6,573 (198)
Operating expenses 11,093 1,119
----------------------------------------
Operating loss (4,520) (1,317)
Other income and (expense)
Interest expense (519) (27)
Other income (expense), net 78 -
========================================
Net loss $ (4,961) $ (1,344)
========================================
Weighted average shares outstanding 12,880,938 3,600,785
Loss per common share:
Net loss
$ (0.39) $ (0.37)
========================================
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
<TABLE>
<CAPTION>
Vista 2000, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity (Deficit)
Quarter ended March 30, 1996
(Dollars and share amounts in thousands)
Preferred Stock
----------------------------------------------------------------------------------
Series A Series B Series C Series D
Shares Dollars Shares Dollars Shares Dollars Shares Dollars
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 30, 1995 15 $ 1,439 1 $ 1,230 - $ 1,372 2 $ 1,940
Issuance of common stock net of issue costs
Issuance of preferred stock net of issue costs 20 19,400
Coversions of preferred stock to common (13) (1,194) (1) (1,230) - (183) (10) (10,040)
stock
Acquisition of treasury stock
Exercise of stock options
Exercise of warrants
Compensatory stock options
Foreign currency translation adjustment
Net (Loss)
=====================================================================================
Balance at March 30, 1996 2 $ 245 - $ - - $ 1,189 12 $ 11,300
=====================================================================================
</TABLE>
<TABLE>
<CAPTION>
Treasury
Stock and Additional
Common Stock Warrants Paid-in Accumulated
Shares Dollars Shares Dollars Capital (Deficit)
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 30, 1995 11,626 $ 116 (71) $ (215) $ 36,201 $ (20,939)
Issuance of common stock net of issue costs 300 3 1,797
Issuance of preferred stock net of issue costs
Coversions of preferred stock to common 1,715 17 12,630
stock
Acquisition of treasury stock (45) (555)
Exercise of stock options 638 7 991
Exercise of warrants 20 40
Compensatory stock options 1,566
Foreign currency translation adjustment
Net (Loss) (4,961)
====================================================================
Balance at March 30, 1996 14,299 $ 143 (116) $ (770) $ 53,225 $(25,900)
====================================================================
</TABLE>
<TABLE>
<CAPTION>
Cumulative Total
Translation Stockholders'
Adjustment Equity (Deficit)
------------------------------
<S> <C> <C>
Balance at December 30, 1995 $ (19) $ 21,125
Issuance of common stock net of issue costs
1,800
Issuance of preferred stock net of issue costs
19,400
Coversions of preferred stock to common
stock -
Acquisition of treasury stock
(555)
Exercise of stock options
998
Exercise of warrants
40
Compensatory stock options
1,566
Foreign currency translation adjustment 3
3
Net (Loss)
(4,961)
===========================
Balance at March 30, 1996 $ (16) $ 39,416
===========================
</TABLE>
The accompanying notes are an integral part of this statements
5
<PAGE>
VISTA 2000, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Quarter ended Quarter ended
March 30, 1996 March 31, 1995 (as
(Unaudited) restated)
----------------------------------------
Cash flows used by operating activities:
<S> <C> <C>
Net loss $ (4,961) $ (1,344)
Adjustments to reconcile net loss to net cash used by operations:
Depreciation 503 10
Loss on disposal of property and equipment - -
Stock based compensation expense 1,566 500
(Increase) decrease in operating assets:
Accounts receivable 1,640 (1)
Inventories (5,895) 122
Prepaid expenses and other current assets (327) (6)
Deferred charges and other assets (385) (209)
Other Assets - -
Increase (decrease) in operating liabilities:
Accounts Payable (2,072) (174)
Accrued liabilities (1,706) (36)
----------------------------------------
Net cash used by operating activities (11,637) (1,138)
----------------------------------------
Cash flows used by investing activities:
Purchases of property and equipment (2,372) (84)
Deposit on real property under contract for purchase (2,845) -
----------------------------------------
Net cash used by investing activities (5,217) (84)
----------------------------------------
Cash flows provided by financing activities:
Net proceeds (payments) from short-term borrowings (800) -
Net proceeds (payments) from long-term debt (112) 110
Proceeds from issuance of common stock, net of issue costs 1,800 825
Proceeds from issuance of preferred stock, net of issue costs 19,400 -
Proceeds from exercise of stock options and warrants 1,038 -
Purchase of treasury stock (555) (85)
----------------------------------------
Net cash provided by financing activities 20,771 850
----------------------------------------
Effect of exchange rates on cash and cash equivalents 3 -
----------------------------------------
Net increase (decrease) in cash during period 3,920 (372)
Cash and cash equivalents at the beginning of the period 871 449
========================================
Cash and cash equivalents at the end of the period
$ 4,791 $ 77
========================================
Supplemental disclosure:
Interest paid
$ 519 $ 31
Noncash investing and financing activities:
Conversion of debt to common stock
$ - $ 720
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
Vista 2000, Inc. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 30, 1996
(Dollar amounts in thousands except share and per share data)
(1) Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements as of March 30, 1996
and for the quarter then ended include the accounts of Vista 2000, Inc. and its
wholly-owned subsidiaries, ACPI, Alabaster, FSPI and Intelock. The accompanying
consolidated financial statements as of March 31, 1995 and for the quarter then
ended include the accounts of Vista 2000, Inc. and FSPI. All significant
intercompany balances and transactions have been eliminated in the consolidated
financial statements.
Income Taxes
The Company accounts for income taxes under the asset and liability
method, in accordance with Statement of Financial Accounting Standards Number
109 ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using statutory tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. A
valuation allowance is provided for deferred tax assets when utilization of such
asset is not reasonably assured.
Net Loss Per Common Share
Net loss per common share has been calculated using the weighted average
number of shares of common stock outstanding during each period. Fully diluted
net income per common share is not disclosed because the effect of common stock
equivalents would be antidilutive.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from the these estimates.
Stock Based Compensation
The Company's Stock Option Plans are accounted for under APB Opinion 25,
Accounting for Stock Issued to Employees, and related interpretations.
Unaudited Interim Financial Information
The interim financial information as of and for the three months ended
March 30, 1996 is unaudited and reflects all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair statement of the results for the interim periods presented. The results for
these interim periods are not necessarily indicative of the results of a full
year.
7
<PAGE>
Vista 2000, Inc. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 30, 1996
(Dollar amounts in thousands except share and per share data)
(2) Prior Period Adjustments and Form 10-QSB Amendments
The audited financial statements previously issued for the year ended
September 30, 1994 have been restated to reflect two prior period accounting
adjustments. First, previously recognized revenue from the sale of an exclusive
license agreement for one of the Company's products, consideration for which was
substantially in the form of a $1,155 note receivable, has been reversed as a
result of a 1996 investigation initiated by the audit committee of the Board of
Directors. Second, $635 of previously reported sales have been reversed also as
a result of the audit committee investigation referred to above. The effects of
these two prior period adjustments on operations results in a reduction of
revenue, an increase in net loss and an increase in accumulated deficit all in
the amount of $1,790.
The quarterly amounts included in this form 10-Q for the comparative
quarter ended March 31, 1995, have been restated to exclude the operating
results of PMI, whose dates of acquisition had been incorrectly reported in the
previously issued form 10-QSB dated March 31, 1995. Additionally, FSPI sales
were overstated by $149 due to the improper recording of advertising revenue and
cost of goods sold was understated by $199 due to an unrecorded increase in
inventory reserves. These restatements resulted in the following changes in the
amounts previously reported in the form 10-QSB issued for the quarter ended
March 31, 1995.
As As
restated reported
-------- --------
Current assets $ 755 $ 1,821
Property and equipment - net 259 743
Other assets 379 3,232
Current liabilities 701 1,220
Long-term debt 85 418
Additional paid-in capital 9,061 7,055
Accumulated deficit (7,620) (2,967)
Sales 38 1,837
Cost of goods sold 236 1,406
Operating expenses 1,119 119
Net income (loss) (1,344) 279
Net income (loss) per common share $ (0.37) $ 0.11
(3) Inventories
Inventories consist of the following at March 30, 1996:
Raw materials $12,879
Work-in-process 4,838
Finished goods 24,874
Reserve for obsolescence (3,318)
---------
$39,273
=========
8
<PAGE>
Vista 2000, Inc. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 30, 1996
(Dollar amounts in thousands except share and per share data)
(4) Stockholder's Equity (Deficit)
During the quarter ended March 30, 1996 the Company completed preferred
stock and common stock offerings pursuant to the exemption from registration
under Regulation S of the Securities Act of 1933. $19,400 and $1,800, net of
issuance costs, were raised through the preferred stock and the common stock
offerings, respectively.
The company issued, during 1995, warrants to various consultants to
acquire up to 645,529 common shares at prices per share ranging from $2.00 to
$12.00. As of December 30, 1995, there were 395,529 of these warrants issued and
outstanding. During the quarter ended March 30, 1996, there were 20,000 of these
warrants exercised. This leaves 375,529 of these warrants issued and outstanding
at March 30, 1996.
Upon completion of the Company's initial public offering, the Company
agreed to sell to the underwriters warrants to acquire up to 100,000 shares of
common stock at an exercise price per share of $9.08. Each common share carried
two (2) warrants for the purchase of up to 200,000 shares of the Company's
common stock at $11.55 per share.
During the Company's initial public offering, which occurred in October,
1994, there were warrants issued for the purchase of 2,300,000 shares of the
Company's common stock. For the first two years after issuance the exercise
price per share was $7.00. During the subsequent two year period ending October
26, 1998, the exercise price increases to $10.00 per share. As of March 30,
1996, all of these warrants were issued and outstanding.
In March 1994, the Company issued 235,598 of its 1994 Convertible
Debenture Warrants to all the former debenture holders that acquired common
stock of the Company on September 30, 1993 pursuant to their right of
conversion. The 1994 Warrants provide for the purchase of one share of common
stock at an exercise price of $2.50 per share and may be exercised for a three
year period commencing 24 months from the date of issuance, which was March
1994. As of March 30, 1996, all of these warrants were issued and outstanding.
On March 11, 1994, the Board of Directors authorized a one-for-two reverse
common stock split. On November 30, 1993, the Board of Directors authorized a
two-for-three reverse common stock split. All references to number of shares and
to stock warrants as well as per share information have been adjusted to reflect
the stock splits on a retroactive basis.
Warrants for the purchase of 36,408 shares of Company common stock that
were issued during 1993 in conjunction with debentures sold by the Company were
issued and outstanding at December 30, 1995. During the quarter ended March 30,
1996, there were 10,323 of these warrants which expired. This leaves 26,085
warrants, which carry an exercise price of $9.00 each, and may be exercised in
whole or in part at any time during the two year period ending January 1997.
9
<PAGE>
Vista 2000, Inc. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 30, 1996
(Dollar amounts in thousands except share and per share data)
(4) Stockholder's Equity (Deficit)-continued
The Company has adopted stock option plans providing for the issuance of
options covering up to 1,450,000 shares of common stock to be issued to
officers, directors, or consultants to the Company. Various vesting conditions
apply to these options, based on either tenure or certain performance criteria.
For options granted at strike prices less than the fair market value of the
underlying shares on the date of the grant, the difference in value is
recognized as compensation expense over the applicable vesting periods. This
resulted in charges to operating expense amounting to $1,566 for the quarter
ended March 30, 1996.
During 1995, the board approved the adoption of an Employee Stock Purchase
plan and authorized the Company to reserve 2,000,000 shares for this plan.
Stock Options
Stock option transactions during the quarter ended March 30, 1996 are summarized
as follows:
Outstanding at December 30, 1995 1,550,950
Granted 335,000
Exercised (637,549)
Canceled (105,000)
------------
Outstanding at March 30, 1996 1,143,401
============
Range of exercise price - $1.25 to $8.875 per share
The issuance of options and exercise of certain options resulted in the
recording of $1,566 of compensation expense during the quarter ended March 30,
1996.
Series Convertible Preferred Stock
The Company has designated 142,000 of its 500,000 authorized preferred
shares as follows:
Shares Authorized Liquidation preference per share
----------------- --------------------------------
Series A 100,000 $100
Series B 20,000 $1,000
Series C 2,000 $10,000
Series D 20,000 $1,000
The remaining 358,000 authorized preferred shares have not been designated
as a series. The preferred stock is recorded net of issuance costs.
10
<PAGE>
Vista 2000, Inc. And Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 30, 1996
(Dollar amounts in thousands except share and per share data)
(4) Stockholder's Equity (Deficit)-continued
The preferred stock is convertible into Company common stock based on a
formula defined in the several subscription agreements. The preferred stock is
convertible at various times after its issuance. The conversion price is based
on a discount to the market price of the Company's common stock on the date of
conversion. Because the Company's common stock has been delisted by NASDAQ,
there is uncertainty as to the number of shares of the Company's common stock
required to be issued in a preferred stock conversion.
The Company may not pay any common stock dividends unless all preferred
stock dividends have been paid.
(5) Related Party Transactions
ACPI leases two facilities from two partnerships in which the CEO and
President of ACPI, Stephen Cole and Rick Bern, are partners. One building houses
ACPI's corporate headquarters and certain manufacturing and distribution
operations. The other building houses certain warehousing and distribution
operations of an ACPI subsidiary. The leases have initial lease terms expiring
in 1999 and 2001 and three five-year renewal options. In accordance with a 1995
agreement, the Company made a cash deposit payment to acquire these two
facilities during the quarter ended March 30, 1996 of approximately $2,845. The
balance of the approximate $7,000 purchase price is to be satisfied through the
assumption or refinance of certain mortgage liabilities by the Company.
At March 30, 1996 the Company has a note receivable, in the amount of $800
outstanding from Richard Smyth, the Chairman on that date. The note is fully
reserved pending final settlement of the legal complaint filed by the Company,
against Mr. Smyth, on July 17, 1996.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
All statements, other than statements of historical fact, included in this
Quarterly Report including, without limitation, the statements under "
"Management" Discussion and Analysis of Financial Condition and Results of
Operations" are, or may be deemed to be, forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934. Important factors
that could cause actual results to differ materially from those discussed in
such forward-looking statements ("Cautionary Statements") include: the general
strength or weakness of the consumer products industry and the pricing policies
of competitors. All subsequent written and oral forward-looking statements
attributable to Vista or persons acting on the behalf of Vista are expressly
qualified in their entirety by such Cautionary Statements.
Sales and Cost of Sales
1996 Compared to 1995 Total revenues in the quarter ended March 30, 1996
were $28,103,000 versus $38,000 for the quarter ended March 31, 1995. The
increase is substantially attributable to the 1995 acquisitions of ACPI,
Alabaster and Intelock subsequent to March 31, 1995. In addition operations and
sales of FSPI commenced during the third quarter of 1995. Cost of sales for the
March 1996 period were $21,530,000 compared to a cost of sales in the 1995
period of $236,000. 1996 gross margins are approximately 23%. ACPI contributed
approximately 87% of consolidated revenues during March 1996 quarter.
Operating expenses
Operating expenses (selling, general and administrative expenses) totaled
$11,093,000 for the quarter ending March 30, 1996, as compared to $1,119,000 for
the same quarterly period of 1995. The increase is substantially attributable to
the 1995 acquisitions of ACPI, Alabaster and Intelock subsequent to March 31,
1995. In addition operations and sales of FSPI commenced during the third
quarter of 1995.
Significant components of operating expenses included non-cash stock
compensation expense of $1,566,000 and provision for non-collection of a note
receivable from Richard Smyth, the Chairman on that date, of approximately
$800,000.
Liquidity and Capital Resources
As of the March 1996 quarter the Company had $4,791,000 in cash and
equivalents, obtained primarily through Regulation S securities offerings of
preferred stock and common stock during the quarter. The total raised, net of
issuance costs, of these offerings was approximately $21,200,000. The majority
of the balance of the proceeds was used to fund working capital needs of the
Company, primarily related to the buildup of inventories at FSPI, and for the
purchase or refurbishment of production equipment, primarily at FSPI and
Alabaster. Management is actively reducing general overhead costs and is
exploring a variety of financing alternatives to raise cash.
Under the ACPI revolving line of credit, which extends through April
1997, the maximum amount of the line was $29,900,000. The line availability as
of March 30, 1996 was $25,700,000 and the amount actually drawn down under the
line was $21,800,000.
12
<PAGE>
PART II. --OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company is involved in lawsuits in the ordinary
course of business. Such lawsuits have not resulted in any material losses to
date, and the Company does not believe that the outcome of any existing lawsuits
would have a material adverse effect on its business.
Item 2. Changes in Securities
There have been no material modifications in the instruments defining the
rights of shareholders. None of the rights evidenced by the shares of the
Company's common stock have been materially limited or qualified by the issuance
or modification of any other class of securities.
Item 3. Defaults Upon Senior Securities
There have been no material defaults in the payment of principal,
interest, sinking fund installment or any other material default not cured
within 30 days, with respect to any indebtedness of the Company exceeding five
percent (5%) of the total assets of the Company.
Item 4. Submission of Matters to a Vote of Security holders
During the period covered by this report, no matters were submitted to the
vote of the Security holders of the Company.
Item 5. Other Information
On June 7, 1996, Vista elected six (6) new directors to its Board of
Directors bringing the total number of Directors to nine (9). These new
Directors had not previously been associated with the Company, other than as
stockholders. On July 17, 1996, the remaining three (3) original Directors
resigned their positions. Their positions have not been subsequently filled. On
November 12, 1996, one (1) of the new directors resigned leaving five (5)
directors currently serving on the Board of Directors.
Item 6. Exhibits and Reports on Form 8-K
(a) See Index to Exhibits.
(b) There were no Forms 8-K filed during the three months ended March 30,
1996.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VISTA 2000, INC.
Dated: April 18, 1997 By: /s/ G. Louis Graziadio, III
--------------------- ---------------------------
G. Louis Graziadio, III
Chief Executive Officer (principal
executive officer)
Dated: April 18, 1997 By: /s/ Larry C. Cobb
--------------------- ---------------------------
Larry C. Cobb
Interim Chief Financial Officer
(principal financial officer)
14
<PAGE>
INDEX TO EXHIBITS
(2) Plan of Acquisition, Reorganization, Arrangements, Liquidation or
Succession. Not applicable.
(3) (i) Articles of Incorporation
3.1(a) Certificate of Incorporation (Exhibit 3.1)
(ii) By-Laws
3.2(a) By-Laws (Exhibit 3.2)
(4) Instruments defining rights of security holders, including indentures
4.1(c) Specimen of Common Stock Certificate (Exhibit 4.1)
4.2(a) Form of Warrant Agreement covering Series A Warrants (Exhibit 4.2)
4.3(c) Specimen of Series A Warrant (Exhibit 4.3)
4.4(b) Form of Preferred Stock Certificate covering Series A Preferred Stock
(Exhibit 4.1)
4.5(b) Form of Preferred Stock Certificate covering Series B Preferred Stock
(Exhibit 4.2)
4.6(b) Form of Preferred Stock Subscription Agreement covering Series B
Preferred Stock (Exhibit 4.3)
4.7(b) Form of Preferred Stock Certificate covering Series C Preferred Stock
(Exhibit 4.4)
4.8(b) Form of Preferred Stock Certificate covering Series D Preferred Stock
(Exhibit 4.5)
4.9(b) Form of Preferred Stock Subscription Agreement covering Series D
Preferred Stock (Exhibit 4.6)
(10) Material Contracts
10.1(a) Lease Agreement, dated January 5, 1993 between Roswell Business
Centers Associates, LP and the Company as amended. (Exhibit 10.1)
10.2(a) Patent Rights Purchase Agreement, dated October 1, 1993 between Blue
Ridge Ventures, Inc. and the Company. (Exhibit 10.2)
10.3(a) 1993 Incentive Stock Option Plan (Exhibit 10.4)
<PAGE>
10.4(b) 1993 Non-Employee Director Stock Option Plan, as amended. (Exhibit
10.2)
10.5(a) Form of Series 1992B 15% Subordinated Debenture, as amended. (Exhibit
10.8)
10.6(a) Form of 1992B Warrant to Purchase Common Stock. (Exhibit 10.9)
10.7(a) Form of Series 1993A 15% Subordinated Convertible Debenture. (Exhibit
10.10)
10.8(a) Form of 1993A Warrant to Purchase Common Stock. (Exhibit 10.11)
10.9(d) Form of Employment Agreement to be entered into between the Company
and Robert M. Fuller, Richard P. Smyth and Norman W. Wicks,
respectively. (Exhibit 10.12)
10.10(a) Nonstatutory Stock Option Agreement dated December 1, 1993 between
Robert M. Fuller and the Company. (Exhibit 10.27)
10.11(a) Nonstatutory Stock Option Agreement dated December 1, 1993 between
Richard P. Smyth and the Company. (Exhibit 10.28)
10.12(a) Nonstatutory Stock Option Agreement dated December 1, 1993 between
Norman W. Wicks and the Company. (Exhibit 10.29)
10.13(b) Prospectus for the Company's 1993 Incentive Stock Option Plan and 1993
Non- Employee Director Stock Option Plan. (Exhibit 10.1)
10.14(b) First Amendment to the Company's 1993 Incentive Stock Option Plan.
(Exhibit 10.1)
10.15(b) Employment Agreement between the Company and Arnold E. Johns, Jr.
(Exhibit 10.4)
10.16(b) Employment Agreement between the Company's subsidiary, American
Consumer Products, Inc., and Richard Bern. (Exhibit 10.5)
10.17(b) Employment Agreement between the Company's subsidiary, Alabaster
Industries, Inc., and Daniel A. Norris. (Exhibit 10.6)
10.18(b) Employment Agreement between the Company's subsidiary, American
Consumer Products, Inc., and Stephen W. Cole. (Exhibit 10.7)
10.19 Employment Agreement between the Company and Robert E. Altenbach.
(11) Statement re Computation of Per Share Earnings
11.1 Statement re computation of per share earnings is included herein as
Exhibit 11.1 of this Report.
<PAGE>
(15) Letter re Unaudited Interim Financial Information Incorporated by
reference, see Page 7 of this Form 10-Q for the Quarter ended March
30, 1996.
(18) Letter re Change in Accounting Principles Not applicable.
(19) Report Furnished to Security Holders Not applicable.
(21) Subsidiaries of the Registrant
21.1(e) Subsidiaries of the Registrant. (Exhibit 21.1)
(23) Consents of Experts and Counsel
Not applicable.
(24) Power of Attorney
Not applicable.
(27) Financial Data Schedule (Filed only by Electronic Filers)
27.1 Financial Data Schedule
(99) Additional Exhibits
None.
(a) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Registration Statement on Form SB-2 (Registration No.
33-73118-A). The exhibit number contained in parenthesis refers to the
exhibit number in such Registration Statement.
(b) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 8-K dated June 29, 1996. The
exhibit number contained in parenthesis refers to the Exhibit number in
such Form 8-K.
(c) Exhibit previously filed as part of and is incorporated by reference to
Amendment No. 2 to the Company's Registration Statement on Form SC-2
(Registration No. 33-73118-A). The exhibit number contained in parenthesis
refers to the exhibit numbers in such Registration Statement.
(d) Exhibit previously filed as part of and is incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form SC-2
(Registration No. 33-73118-A). The exhibit number contained in parenthesis
refers to the exhibit numbers in such Registration Statement.
<PAGE>
(e) Exhibit previously filed as part of and is incorporated herein by reference
to the Company's Current Report on Form 10-K for the fiscal year ended
December 30, 1995. The exhibit number contained in parenthesis refers to
the Exhibit number in such Form 10-K.
<PAGE>
EXHIBIT 10.19
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EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective as of March 15, 1996, by and between VISTA
2000, INC., a Delaware Corporation (the "Company" and ROBERT E. ALTENBACH
("Executive") to hold the position of General Counsel to the Company.
WITNESSETH:
WHEREAS, the Company and Executive have previously entered into a
Consulting Agreement with an effective date of January 1, 1996; and
WHEREAS, the Company desires to employ Executive as its General Counsel on
a full time basis and Executive desires to accept such employment, all on the
terms and conditions as hereinafter provided;
NOW THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
SECTION 1
TERMS OF EMPLOYMENT
1.1 Employment. The Company hereby employs the Executive as General Counsel
of the Company for and during the term hereof, subject to the direction of the
Board of Directors of the Company and the terms and conditions hereof. The
Executive hereby accepts employment under the terms and conditions set forth in
this Agreement.
1.2 Duties of Executive. The Executive shall perform in the capacity
described in Section 1.1 hereof and shall have such duties, responsibilities,
and authorities and as may be reasonably assigned to him from time to time by
the Chairman, Chief Executive Officer and the Board of Directors of the Company;
provided, however, the Executive shall, during the term hereof, continuously
have and retain such duties, responsibilities, and authorities at least as
significant in scope and substance as the duties, responsibilities, and
authorities required of the Executive's position with the Company as of the
Effective Date. The Executive agrees to devote his full time during normal
business hours, best efforts, abilities, knowledge and experience to the
faithful performance of the duties, responsibilities, and authorities which may
be reasonably assigned to him and which are consistent with this Section 1.1 of
this Agreement. Notwithstanding the preceding, the Executive may, without being
in violation of his obligations hereunder, (i) serve on corporate, civic or
charitable boards or committees and manage personal investments as of the date
hereof, (ii) maintain an "of counsel" position with a law firm for the purpose
of being available to consult with attorneys on former clients of Executive, and
(iii) continue the practice of law and render legal services on a limited basis
(not to exceed 20 hours per month without approval of the Board of Directors) to
existing clients of Executive as of the date of this Agreement, provided the
Executive shall use his best efforts to pursue such activities in such a manner
so that such activities shall not prevent the Executive from fulfilling his
obligations to the Company hereunder.
1.3 Term. This Agreement shall become effective as of the Effective Date
and shall continue in force and effect until and including March 15, 1999,
unless sooner terminated as provided in Section 1.6 hereof. On each anniversary
date of this Agreement, the term shall automatically be extended for an
additional year. This Agreement may be further renewed or extended by written
agreement between the Company and the Executive pursuant to terms and conditions
mutually acceptable to each.
<PAGE>
1.4 Compensation. The Company shall pay the Executive compensation for
services rendered by the Executive under the Agreement as follows:
(a) Base Salary. The Company shall pay the Executive an annual base salary
of ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) (the "Salary"),
which shall be payable to the Executive on a monthly basis. The Salary shall be
adjusted on an annual basis to take into account cost of living increases with a
minimum increase of five (5%) percent per annum.
(b) Additional Compensation. The Executive shall also be entitled to
participate in an annual bonus pool for executives of the Company (the "Bonus
Pool") in an amount equal to ten percent (10%) of pre-tax profits of the Company
for each fiscal year during the term of the Agreement. The Executive's
percentage participation in the Bonus Pool ("Additional Compensation") shall be
determined by the Board of Directors or Compensation Committee. Additional
Compensation shall be payable to the Executive within 120 days following the
date serving as the Company's fiscal year end. All Additional Compensation due
and owing the Executive shall be paid on a prorated basis in the event that (i)
the term of the Agreement shall expire prior to the Company's fiscal year end or
(ii) the Agreement shall terminate pursuant to Section 1.6 hereof.
(c) Bonus Compensation. The Company may also pay the Executive
discretionary annual bonus compensation ("Bonus Compensation") following any
fiscal year or quarter in an amount determined by the Board of Directors of the
Company or Compensation Committee, if such Committee is operating, in its sole
discretion to be proper and appropriate based upon such factors as the Board of
Directors or Compensation Committee, as the case may be, deems appropriate,
including (i) the Executive's contributions to the success of the business
operations and the pre-tax profits of the Company, as determined in accordance
with generally accepted accounting principles, (ii) the revenues of the Company
for its fiscal year, and (iii) the general overall performance of the Company
for its fiscal year. Such Bonus Compensation shall be paid by the Company to the
Executive in the manner set forth in the resolution of the Board of Directors of
the Company authorizing and declaring the payment of such Bonus Compensation to
the Executive ("Bonus Resolution"). Notwithstanding anything herein to the
contrary, the Executive shall not be entitled to any Bonus Compensation pursuant
to this paragraph 1.4(c) unless and until such Bonus Compensation is determined
and declared by the Board of Directors of the Company.
(d) Stock Options. The Executive shall be eligible to participate in the
Company's 1993 Incentive Stock Option Plan, as amended, a copy of which is
attached hereto as Exhibit "A" and by this reference made a part hereof.
Executive and Company acknowledge that a stock option in the form attached
hereto as Exhibit "B" and by this reference made a part hereof has previously
been delivered to Executive pursuant to the terms of a Consulting Agreement
dated January 1, 1996, which stock option shall continue to be in effect in
accordance with its terms. Additionally, in the event the Executive's employment
with the Company is renewed beyond the term hereof, the Executive shall be
granted a stock option for 50,000 shares of Common Stock of the Company,
exercisable upon such renewal for a period of ten (10) years thereafter at an
exercise price of the lesser of $9.00 per share or the fair market value at the
time of grant.
1.5 Employment Benefits. In addition to the Salary and any Bonus
Compensation payable to the Executive hereunder, the Executive shall be entitled
to the following benefits upon
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satisfaction by the Executive of the eligibility requirements therefor, subject
to the following limitations:
(a) Sick Leave Benefits and Disability Insurance. Unless this Agreement is
terminated pursuant to the provisions of Section 1.6(b) hereof, the Executive
shall be paid sick leave benefits at his then prevailing salary rate during his
absence due to illness or other incapacity, reduced by the amount, if any, of
worker's compensation, social security entitlement, or disability benefits, if
any, under the Company's group disability insurance plan, if any.
(b) Life Insurance. The Company, at its expense, shall provide the
Executive, subject to the Executive passing any physical examination required by
the Company's insurance company, life insurance benefits under and consistent
with any group term life insurance plan which the Company, at its election, may
adopt. Notwithstanding the preceding sentence, it is understood and agreed that
the Company will seek to obtain and maintain during the term of this Agreement,
at its expense, a term insurance policy (the "Term Policy") on the life of the
Executive, subject to the Executive passing any physical examination required by
the Company's insurance company, providing death benefits in the amount of One
Million Dollars ($1,000,000). The Company shall be the owner and one of the
beneficiaries of the Term Policy. It is understood and agreed that fifty percent
(50%) of the proceeds from such Term Policy shall be paid to the Company and
fifty percent (50%) to such other beneficiaries as shall be designated by the
Executive in the manner set forth in the Term Policy.
(c) Hospitalization, Accident, Major Medical and Dental Insurance. The
Company shall pay up to Six Hundred Dollars ($600.00) per month of the
Employee's family health insurance coverage, or provide group health insurance
covering the Employee's family at the Company's option. The Company, at its own
expense, shall provide the Executive (and all dependents of the Executive at the
request and expense of the Executive) with group hospitalization, group
accident, major medical, and dental insurance in amounts of coverage comparable
to the coverage, if any, provided other executive officers of the Company. The
Company agrees to provide a Medical and Dental Reimbursement Plan substantially
as presently provided to other executive officers of the Company.
(d) Vacations. The Executive shall be entitled to a reasonable paid
vacation equal to that provided to other Executives, according to Company
policy, as determined by the Board of Directors of the Company, exclusive of
holidays and weekends, which vacation shall be taken by the Executive in
accordance with the business requirements of the Company at the time and its
personnel policies then in effect relative to this subject. The Executive shall
also be entitled to all paid holidays given by the Company to its executive
employees.
(e) Working Facilities. During the term of this Agreement, the Company
shall provide, at its expense, adequate office space, furniture, equipment,
supplies and personnel (including professional, clerical, support and other
personnel) consistent with the past practices of the Company as shall be
suitable in the opinion of the Board of Directors of the Company to the
Executive's position and adequate for the Executive's use in performing his
duties and responsibilities under this Agreement.
(f) Personal Vehicle. The Company shall pay to the Employee a monthly
vehicle allowance of Five Hundred and No/100 Dollars ($500.00), plus all
expenses incurred by the Employee in connection with the operation of the
automobile for the conduct of the affairs of the Company, including the cost of
a cellular telephone.
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<PAGE>
(g) Other Employment Benefits. As an employee of the Company, the Executive
shall participate in and receive such other fringe benefits as may be in effect
from time to time for employees of the Company, whether or not specifically
enumerated herein and whether or not through any written plan or arrangement,
upon satisfaction by the Executive of the eligibility requirements therefor.
1.6 Termination. This Agreement and the Executive's employment hereunder
may be terminated without any breach of this Agreement at any time during the
term hereof only by reason of and in accordance with the following provisions
(an "Event of Termination"):
(a) Death. If the Executive dies during the term of this Agreement and
while in the employ of the Company, this Agreement shall automatically terminate
as of the date of the Executive's death, and the Company shall have no further
liability hereunder to the Executive or his estate except to the extent set
forth in Section 1.7 hereof.
(b) Disability. If, during the term of this Agreement, the Executive shall
be prevented from performing his duties hereunder by reason of becoming totally
disabled as hereinafter defined, then the Company may terminate this Agreement
immediately upon written notice to the Executive without any further liability
hereunder to the Executive except as set forth in Section 1.7(b) hereof. For
purposes of this Agreement, the Executive shall be deemed to have become totally
disabled upon the earlier of: (i) he either receives "total disability benefits"
under (a) Social Security, or (b) the Company's disability plan, if any (whether
funded with insurance or self-funded by the Company), or (ii) the Board of
Directors of the Company, upon the written report of a qualified physician
(after complete examination of the Executive) designated by the Board of
Directors of the Company or its insurers, shall have determined that the
Executive has become physically and/or mentally incapable of performing his
duties under this Agreement for a period of one hundred eighty (180) days or
more.
(c) Termination by the Company for Cause. Prior to the expiration of the
term of this Agreement, the Company may discharge the Executive for cause and
terminate this Agreement immediately upon written notice to the Executive
without any further liability hereunder to the Executive or his estate, except
to the extent set forth in Section 1.7(c) hereof. For purposes of this
Agreement, a "discharge for cause" shall mean termination of the Executive upon
written notice to the Executive limited, however, to one or more of the
following reasons:
(1) Fraud, misappropriation or embezzlement by the Executive in
connection with the Company as determined by the affirmative vote of at least a
majority of the Board of Directors of the Company (provided, however, should the
Executive dispute such determination by the Board, then the Company and the
Executive shall enter immediately into binding arbitration pursuant to the
Commercial Arbitration Rules of the American Arbitration Association, all costs
of which shall be borne by the non-prevailing party);
(2) Gross mismanagement or gross neglect of the Executive's duties as
determined by the affirmative vote of at least a majority of the Board of
Directors of the Company after notice to the Executive of the particular details
thereof and a period of thirty (30) days thereafter within which to cure such
act or acts of gross mismanagement or gross neglect, and the failure of the
Executive to cure such act or acts within such thirty (30) day period;
(3) Indictment for a felony or a crime involving moral turpitude;
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<PAGE>
(4) Willful and unauthorized disclosure of Trade Secrets (as defined
in Section 1.9 hereof) of the Company;
(d) Termination by the Company with Notice. The Company may terminate this
Agreement for a reason other than as set forth in Subparagraphs (a), (b) or (c)
of this Section 1.6 at any time upon ninety (90) days written notice to the
Executive.
(e) Termination by the Executive for Good Reason. The Executive may
terminate this Agreement at any time for Good Reason (as hereinafter defined) in
which event the Company shall have no further liability hereunder to the
Executive except to the extent set forth in Section 1.7(d) hereof. For purposes
of this Agreement, the term "Good Reason" shall mean, without the Executive's
express written consent, the occurrence of any of the following circumstances
(which changes shall constitute a "Change"):
(1) The assignment to the Executive of any duties inconsistent in any
material respect (unless in the nature of a promotion) with the Executive's
position in the Company immediately prior to such Change (including, but not
limited to, the Executive's status, offices and titles), or a significant
adverse alteration or diminution in the nature or status of the Executive's
authority, duties or responsibilities from those in effect immediately prior to
such Change, other than an isolated, insubstantial and inadvertent action that
is fully corrected within five (5) days after receipt of written notice from the
Executive;
(2) Any failure by the Company to comply with any of the provisions of
Sections 1.4 or 1.5 of this Agreement, other than an isolated, insubstantial and
inadvertent action that is fully corrected within five (5) days after receipt of
written notice from the Executive;
(3) Any failure by the Company to comply with any material provision
of this Agreement that has not been cured within ten (10) days after notice of
such noncompliance has been given by the Executive to the Company.
(f) Termination by the Executive with Notice. The Executive may terminate
this Agreement at any time upon ninety (90) days written notice to the Company.
1.7 Compensation upon Termination.
(a) Death. In the event the Executive's employment hereunder is terminated
pursuant to the provisions of Section 1.6(a) hereof due to the death of the
Executive, the Company shall have no further obligation to the Executive or his
estate, except to pay to the Executive's spouse, or if he leaves no spouse, to
the estate of the Executive (i) any accrued, but unpaid, salary, pursuant to
Section 1.4(a) and any vacation or sick leave benefits, which have accrued as of
the date of death, but were then unpaid or unused, (ii) any accrued but unpaid
Additional Compensation, and (iii) any declared but unpaid Bonus Compensation,
but without accelerating the bonus payment date. Any amount due the Executive
under clause (i) of this paragraph shall be paid in a lump sum in cash within
thirty (30) days after the death of the Executive, any amount due the Executive
under clause (ii) of this paragraph shall be paid in accordance with the Bonus
Resolution.
(b) Disability. In the event the Executive's employment hereunder is
terminated pursuant to the provisions of Section 1.6(b) hereof due to the
Disability of the Executive, the Company shall be relieved of all of its
obligations under this Agreement, except to pay the Executive (i) any accrued,
but unpaid salary pursuant to Section 1.4(a) hereof, any vacation or sick
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<PAGE>
leave benefits which have accrued as of the date on which such permanent
disability is determined, but then remain unpaid, (ii) any accrued but unpaid
Additional Compensation, and (iii) any declared but unpaid Bonus Compensation
but without accelerating the bonus payment date. The provisions of the preceding
sentence shall not affect the Executive's rights to receive payments under the
Company's disability insurance plan, if any. Any amount due the Executive under
clause (i) of this paragraph shall be paid in a lump sum in cash within thirty
(30) days after the termination of the Executive's employment hereunder, any
amount due the Executive under clause (ii) of this paragraph shall be paid in
accordance with the Bonus Resolution.
(c) Cause. In the event the Executive's employment hereunder is terminated
by the Company for Cause pursuant to the provisions of Section 1.6(c) hereof,
the Company shall have no further obligation to the Executive under this
Agreement except to pay the Executive (i) any accrued, but unpaid, salary,
pursuant to Section 1.4(a) hereof, and any vacation or sick leave benefits,
which have accrued as of the date of termination of this Agreement, but were
then unpaid or unused, (ii) any accrued but unpaid Additional Compensation, and
(iii) any declared but unpaid Bonus Compensation, but without accelerating the
bonus payment date. Any amount due the Executive under clause (i) of this
paragraph shall be paid in a lump sum in cash within thirty (30) days after the
termination of the Executive's employment hereunder and any amount due the
Executive under clause (ii) of this paragraph shall be paid in accordance with
the Bonus Resolution.
(d) Termination by the Company with Notice. Upon the occurrence of an Event
of Termination, as described in 1.6(d) hereof, the Company shall pay Executive,
or, in the event of his subsequent death, his beneficiary or beneficiaries, or
his estate, as the case may be, as severance pay or liquidated damages, or both,
a sum equal to the greater of (i) three (3 times the highest annual rate of
salary paid to Executive at any time under this Agreement, or (ii) the present
value of the payments owed to Executive for the remaining term of this Agreement
and payment of an amount equal to what Executive would have earned under the
current year bonus plan as of the Event of Termination. At the discretion of the
Company, such sum may be paid in a lump sum or to a mutually agreed upon trustee
for disbursement to the Executive in equal monthly payments having an equivalent
present value to the lump sum amount. The monthly payments shall continue during
the greater of (a) three (3) years following the Executive's termination or (b)
the remaining term of this Agreement. The calculation of present value shall be
by a generally accepted formula agreed upon by both parties hereto.
(e) Termination by the Executive for Good Reason. In the event this
Agreement is terminated by the Executive pursuant to the provisions of Section
1.6(e) hereof, the Executive shall be entitled to receive (i) any accrued, but
unpaid, salary, pursuant to Section 1.4(a) hereof, and any vacation or sick
leave benefits which have accrued as of the date of termination of the
Agreement, but were then unpaid or unused, (ii) any accrued but unpaid
Additional Compensation, and (iii) any declared, but unpaid, Bonus Compensation.
Any amount due the Executive under this paragraph shall be paid in a lump sum in
cash within thirty (30) days after the termination of the Executive's employment
hereunder.
(f) Termination by the Executive with Notice. In the event this Agreement
is terminated by the Executive pursuant to the provisions of Section 1.6(f)
hereof, the Executive shall be entitled to receive (i) any accrued, but unpaid,
salary, pursuant to Section 1.4(a) hereof, (ii) any accrued but unpaid
Additional Compensation, and (iii) any declared, but unpaid, Bonus Compensation.
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Upon the occurrence of an Event of Termination, the Company will
transfer to the Executive all ordinary life insurance contracts on the
Executive's life under the Key Man insurance program the Company will cause to
be continued at the Company's expense, health and disability coverage of
Executive substantially identical to the coverage maintained by the Company for
Executive prior to his termination. Such coverage shall cease upon the earlier
of Executive's employment by another employer or the expiration of the remaining
term of this Agreement.
(g) Termination of Obligations of the Company Upon Payment of Compensation.
Upon payment of the amounts, if any, due the Executive pursuant to the preceding
provisions of this Section, the Company shall have no further obligation to the
Executive under this Agreement.
1.8 Change of Control.
(a) No benefit shall be payable under this Section unless there shall have
been a Change in Control of the Company. For purposes of this Agreement, a
"Change of Control" shall be deemed to have taken place if (i) any "person" (as
such term is defined in Section 13 (d)(3) of the Securities Exchange Act of
1934) becomes a beneficial owner, directly or indirectly, of the Company's
securities representing 20% or more of the combined voting power of the then
outstanding securities of the Company; (ii) a change in the composition of the
majority of the Board of Directors occurs within twelve (12) months after such
person becomes a beneficial owner, directly or indirectly, of securities of the
Company representing five percent or more of the combined voting power of the
then outstanding securities of the Company; or (iii) a sale of substantially all
of the assets of the Company; or (iv) other act such as holding an official
meeting of the Board of Directors without the President's proper notification.
Notwithstanding the foregoing, the Board, in good faith, may make a finding that
a Change in Control of the Company has taken place without the occurrence of any
or all of the events enumerated above.
(b) If any of the events described in Section 5(a) hereof constituting a
Change of Control of the Company shall have occurred or the Board has determined
that a Change in Control of the Company has occurred, Executive shall be
entitled to the benefits provided in paragraphs (c), (d), (e), and (f) of this
Section upon the subsequent termination of his employment at any time during the
term of this Agreement (regardless of whether such termination results from his
resignation or his dismissal), unless such termination is (a) because of his
death or Retirement, or, (b) by the Company for Cause or Disability. Upon a
Change in Control, Executive shall have the right to resign from the Company at
any time during the term of this Agreement.
(c) Upon the occurrence of a Change in Control of the Company followed by
termination of the Executive's employment, the Company shall pay Executive, or
in the event of his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be, as severance pay or liquidated damages, or both, a
sum equal to three (3) times the highest amount of salary paid to Executive at
any time under this Agreement. At the discretion of the Company, such amount may
be paid in a lump sum or monthly during the three (3) years following
termination.
(d) Upon the occurrence of a Change in Control of the Company, the Company
shall pay Executive, or, in the event of his subsequent death, his beneficiary
or beneficiaries, or his estate, as the case may be, (i) payment of all deferred
compensation, if any, and (ii) payment of an amount equal to what Executive
would have earned under the current year bonus plan as of the Change in Control.
At the discretion of the Company, such sum may be paid in a lump sum or to a
mutually agreed upon trustee for disbursement to the Executive in equal monthly
payments having an equivalent present value to the lump sum amount. The monthly
payments shall continue during
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the greater of (a) three (3) years following the Executive's termination or (b)
the remaining term of the Agreement. The calculation of present value shall be
by a generally accepted formula agreed upon by both parties hereto.
(e) Upon the occurrence of a Change in Control of the Company, the Company
will cause to be continued at the Company's expense life, health, retirement and
disability coverage of Executive substantially identical to the coverage
maintained by the Company for Executive prior to his termination. Such coverage
shall cease upon the earlier of Executive's employment by another employer or
the expiration of the remaining term of this Agreement.
(f) Notwithstanding any provision of any stock option plan of the Company
inconsistent herewith, upon the occurrence of a Change in Control of the Company
followed by the termination of Executive's employment, Executive will
immediately become vested as to all options previously granted to him under any
such stock option plan, provided however, with respect to the stock options,
Executive shall exercise such stock option not later than the date which is ten
(10) years from the date of grant of such stock option.
(g) Upon the occurrence of a Change in Control of the Company, the Company
will transfer to the Executive all ordinary life insurance contracts on the
Executive's life under the Key Man insurance program.
1.9 Protective Covenants. The Executive recognizes that his employment by
the Company is one of the highest trust and confidence because (i) the Executive
will become fully familiar with all aspects of the Company's business and that
of its subsidiaries during the period of his employment with the Company, (ii)
certain information of which the Executive will gain knowledge during his
employment is proprietary and confidential information which is of special and
peculiar value to the Company or its subsidiaries, and (iii) if any such
proprietary and confidential information were imparted to or became known by any
person, including the Executive, engaging in a business in competition with that
of the Company or its subsidiaries, hardship, loss and irreparable injury and
damage could result to the Company or its subsidiaries, the measurement of which
would be difficult if not impossible to ascertain. The Executive further
acknowledges that the Company or its subsidiaries has developed and will
continue to develop unique consumer products and attendant component parts
(collectively, along with any trade secret information of the Company protected
under the Georgia Trade Secrets Act of 1990, the "Trade Secrets"). Therefore,
the Executive agrees that it is necessary for the Company to protect its
business and that of its subsidiaries from such damage, and the Executive
further agrees that the following covenants constitute a reasonable and
appropriate means, consistent with the best interest of both the Executive and
the Company, to protect the Company or its subsidiaries against such damage and
shall apply to and be binding upon the Executive as provided herein:
(a) Trade Secrets. The Executive recognizes that his position with the
Company is one of the highest trust and confidence by reason of the Executive's
access to and contact with the Trade Secrets of the Company and its
subsidiaries. The Executive agrees and covenants to use his best efforts and
exercise utmost diligence to protect and safeguard the Trade Secrets of the
Company and its subsidiaries. The Executive further agrees and covenants that,
except as may be required by the Company in connection with this Agreement, or
with the prior written consent of the Company, the Executive shall not, either
during the term of this Agreement or thereafter, directly or indirectly, use for
the Executive's own benefit or for the benefit of another, or disclose,
disseminate, or distribute to another, the Trade Secrets (whether or not
acquired, learned, obtained, or developed by the Executive alone or in
conjunction with others) of the Company or its
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subsidiaries or of others with whom the Company or its subsidiaries has a
business relationship. All memoranda, notes, records, documents, or other
writings whatsoever made, compiled, acquired, or received by the Executive
during the term of this Agreement, arising out of, in connection with, or
related to the production of the Company's products and component parts
attendant thereto or those of its subsidiaries are, and shall continue to be,
the sole and exclusive property of the Company or its subsidiaries, as
applicable, and shall, together with all copies thereof and all advertising
literature, be returned and delivered to the Company by the Executive
immediately, without demand, upon the termination of this Agreement, or at any
time upon the Company's demand. It is understood and agreed that the term "Trade
Secrets" shall not be deemed to include information which (i) is public
knowledge or become generally available to the public other than as a result of
a disclosure by you; (ii) becomes available to the Executive, on a
nonconfidential basis, from a source (other than from the Company or its agents)
who is not bound by a confidentiality agreement with the Company; or (iii) is in
the Executive's possession prior to disclosure to the Executive by the Company.
(b) Covenant Not to Compete. In the event this Agreement is terminated
pursuant to the provisions of Section 1.6 hereof, or as the result of the
voluntary resignation of the Executive, the Executive hereby covenants and
agrees that for a period of one (1) year following the termination of his
employment hereunder, he will not directly or indirectly, either as an employee,
employer, consultant, agent, principal, partner, stockholder (other than through
ownership of publicly-traded capital stock of a corporation which represents
less than one percent (1%) of the outstanding capital stock of such
corporation), corporate officer, director, investor, financier or in any other
individual or representative capacity, engage or participate in any business
involving the sale of home, business or personal security or safety products,
provided, however, that if Executive enters the full-time practice of law that
such representation of a similar business of the Company in an isolated or
incidental transaction shall not be deemed a violation of this provision.
(c) Survival of Covenants. Each covenant of the Executive set forth in this
Section 1.5 shall survive the termination of this Agreement and shall be
construed as an agreement independent of any other provision of this Agreement,
and the existence of any claim or cause of action of the Executive against the
Company whether predicated on this Agreement or otherwise shall not constitute a
defense to the enforcement by the Company of said covenant.
(d) Remedies. In the event of breach or threatened breach by the Executive
of any provision of this Section 1.8, the Company shall be entitled to relief by
temporary restraining order, temporary injunction, or permanent injunction or
otherwise, in addition to other legal and equitable relief to which it may be
entitled, including any and all monetary damages which the Company may incur as
a result of said breach, violation or threatened breach or violation. The
Company may pursue any remedy available to it concurrently or consecutively in
any order as to any breach, violation, or threatened breach or violation, and
the pursuit of one of such remedies at any time will not be deemed an election
of remedies or waiver of the right to pursue any other of such remedies as to
such breach, violation, or threatened breach or violation, or as to any other
breach, violation, or threatened breach or violation.
The Executive hereby acknowledges that the Executive's agreement to be
bound by the protective covenants set forth in this Section 1.8 was a material
inducement for the Company entering into this Agreement and agreeing to pay the
Executive the compensation and benefits set forth herein.
-9-
<PAGE>
SECTION 2
GENERAL PROVISIONS
2.1 Notices. All notices, requests, consents, and other communications
under this Agreement shall be in writing and shall be deemed to have been
delivered on the date personally delivered or on the date deposited in a
receptacle maintained by the United States Postal Service for such purpose,
postage prepaid, by certified mail, return receipt requested, addressed to the
respective parties as follows:
If to the Executive:
Robert E. Altenbach
4736 Corina Place
Roswell, Georgia 30075
If to the Company:
Richard P. Smyth
Vista 2000, Inc.
11660 Alpharetta Highway, Suite 330
Roswell, Georgia 30076
Either party hereto may designate a different address by providing written
notice of such new address to the other party hereto.
2.2 Severability. If any provision contained in this Agreement is
determined to be void, illegal or unenforceable, in whole or in part, then the
other provisions contained herein shall remain in full force and effect as if
the provision which was determined to be void, illegal, or unenforceable had not
been contained herein.
2.3 Waiver, Modification, and Integration. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by any party. This instrument contains the
entire agreement of the parties concerning employment and supersedes all prior
and contemporaneous representations, understandings and agreements, either oral
or in writing, between the parties hereto with respect to the employment of the
Executive by the Company and all such prior or contemporaneous representations,
understandings and agreements, both oral and written, are hereby terminated.
This Agreement may not be modified, altered or amended except by written
agreement of the Executive and the Company, subject to the prior approval of the
Board of Directors of the Company.
2.4 Binding Effect. This Agreement shall be binding and effective upon the
Company and its successors and permitted assigns, and upon the Executive, his
heirs and representatives; provided, however, that the Company shall not assign
this Agreement without the written consent of the Executive.
2.5 Choice of Law and Venue. The parties agree that this Agreement is made
and entered into in Fulton County, Georgia and shall be governed by and
construed in accordance with the laws of the State of Georgia, and that any
litigation, special proceeding or other proceeding as between the parties that
may be brought, or arise out of, in connection with or by reason of this
-10-
<PAGE>
Agreement shall be brought in the applicable state court in and for Fulton
County, Georgia which Courts shall be the exclusive courts of jurisdiction and
venue.
2.6 Representation of Executive. The Executive hereby represents and
warrants to the Company that he has not previously assumed any obligations
inconsistent with those contained in this Agreement. The Executive further
represents and warrants to the Company that the Executive has entered into this
Agreement pursuant to his own initiative and that the Company did not induce the
Executive to execute this Agreement in contravention of any existing
commitments. The Executive acknowledges that the Company has entered into this
Agreement in reliance upon the foregoing representations of the Executive.
2.7 Counterpart Execution. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written effective as of the Effective Date.
VISTA 2000, INC.
By: /s/ Richard P. Smyth
------------------------
RICHARD P. SMYTH
Chairman and Chief Executive Officer
EXECUTIVE:
/s/ ROBERT E. ALTENBACH
------------------------
ROBERT E. ALTENBACH
-11-
<PAGE>
Exhibit 11.1
Share Computation
Quarter ended March 30, 1996
<TABLE>
<CAPTION>
Common Stock
--------------------------------------------------------------------------
Preferred Total Treasury Total less Weighted Average
Stock Treasury Shares
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Shares outstanding at beginning of quarter 18,418 11,626,475 (71,100) 11,555,375 11,555,375
Treasury shares purchased (45,000) (45,000) (9,615)
Exercise of warrants 20,000 20,000 15,604
Exercise of stock options 637,549 637,549 360,937
Preferred stock sold 20,000 0
Preferred converted to common (24,138) 1,714,571 1,714,571 694,901
Common stock sold 300,000 300,000 263,736
========================================================================
Shares outstanding at end of quarter 14,280 14,298,595 (116,100) 14,182,495 12,880,938
========================================================================
Net (Loss) $ (4,961,000)
Weighted average shares 12,880,938
(Loss) per share ($0.39)
===============
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE MARCH 30, 1996 UNAUDITED FINANCIAL STATEMENTS OF VISTA
2000, INC., AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS IN FORM 10-Q FOR THE QUARTER ENDED
MARCH 30, 1996.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-30-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> MAR-30-1996
<CASH> 4,791,000
<SECURITIES> 0
<RECEIVABLES> 16,085,000
<ALLOWANCES> 1,815,000
<INVENTORY> 39,273,000
<CURRENT-ASSETS> 60,052,000
<PP&E> 16,093,000
<DEPRECIATION> 1,183,000
<TOTAL-ASSETS> 78,912,000
<CURRENT-LIABILITIES> 17,294,000
<BONDS> 0
0
12,734,000
<COMMON> 143,000
<OTHER-SE> 26,539,000
<TOTAL-LIABILITY-AND-EQUITY> 78,912,000
<SALES> 28,103,000
<TOTAL-REVENUES> 28,103,000
<CGS> 21,530,000
<TOTAL-COSTS> 11,093,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 519,000
<INCOME-PRETAX> (4,961,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,520,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,961,000)
<EPS-PRIMARY> (0.39)
<EPS-DILUTED> 0<F1>
<FN>
<F1> Not displayed since calculation would be anti-dilutive.
</FN>
</TABLE>
