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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
SALEX HOLDING CORPORATION
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(Name of Issuer)
Series D Preferred Stock, $.01 Par Value Per Share
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Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
794668103 (Common Stock)
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(CUSIP Number)
Michael J. Nita
Shanley & Fisher, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
(973) 285-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
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1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pershing Sun
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF (7) SOLE VOTING POWER . . . . . . . . . . . . 0
SHARES
BENEFICIALLY (8) SHARED VOTING POWER . . . . . . . 1,322,236*
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER. . . . . . . . . . 0
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER. . . . . 1,322,236*
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,236*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.52% of Voting Stock Approximately 11.56% of Common Stock
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14 TYPE OF REPORTING PERSON
IN
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* Includes stock options to purchase 37,976 shares of Common Stock, and 212
shares of Series B Convertible Preferred Stock convertible into 436,531 shares
of Common Stock.
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1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Betty Sun
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF (7) SOLE VOTING POWER . . . . . . . . . . . . 0
SHARES
BENEFICIALLY (8) SHARED VOTING POWER . . . . . . . 1,322,236*
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER. . . . . . . . . . 0
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER. . . . . 1,322,236*
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,236*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.52% of Voting Stock Approximately 11.56% of Common Stock
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14 TYPE OF REPORTING PERSON
IN
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* Includes 847,729 shares of Common Stock, stock options to purchase 37,976
shares of Common Stock, and 212 shares of Series B Convertible Preferred Stock
convertible into 436,531 shares of Common Stock, all held in the name of
Pershing Sun, the husband of Betty Sun.
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Item 1. Security and Issuer
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The securities to which this statement relates are shares of
the Series D Preferred Stock, par value $.01 per share (the "Series D Preferred
Stock") and shares of common stock, par value $.01 per share (the "Common
Stock"), of Salex Holding Corporation, a Delaware corporation, formerly known as
Synergistic Holdings Corp. (the "Issuer").
The principal executive offices of the Issuer are located at
50 Laser Court, Hauppauge, New York 11788.
Item 2. Identity and Background
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Pershing Sun is currently employed as the President of the
Issuer and is a Director of the Issuer. Betty Sun is a consultant to the Issuer
under a consulting agreement. The business address of both Pershing Sun and
Betty Sun is 50 Laser Court, Hauppauge, New York 11788. Pershing Sun and Betty
Sun are husband and wife.
During the last five years, neither Mr. Sun nor Mrs. Sun has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Mr. Sun and Mrs. Sun are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
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On November 12, 1998, the Issuer entered into an agreement
dated as of October 26, 1998 (the "Agreement") by and among Pershing Sun, the
President and a director of the Issuer, Betty Sun, the wife of Pershing Sun,
Hillcrest Holdings, L.L.C., a Delaware limited liability company controlled by
Pershing Sun and Betty Sun ("Hillcrest"), Salvatore Crimi, the Chairman and
Chief Executive Officer of the Issuer, and Angelo Crimi, a director and officer
of the Issuer. Pursuant to the terms of the Agreement, the Issuer and Betty Sun
have cancelled 125,000 shares of Series D Convertible Preferred Stock (the
"Shares") previously issued to Betty Sun for an aggregate purchase price of
$126,250 (the "Purchase Price"). The Purchase Price was repaid to Betty Sun
through the issuance of a check to Betty Sun in the amount of $1,250 and the
cancellation by the Issuer of a promissory note (the "Promissory Note") in the
aggregate principal amount of $125,000 made by Betty Sun in favor of the Issuer.
In addition, the Issuer and Betty Sun agreed to cancel the following agreements:
(i) a stock pledge agreement, dated as of July 24, 1998 relating to the pledge
by Betty Sun of the Shares to secure her obligations under the Promissory Note
and (ii) a registration rights agreement, dated July 24, 1998, relating to the
shares of Common Stock of the Company issuable upon conversion of the Shares.
Prior to the cancellation of the Shares, Betty Sun and Pershing Sun beneficially
owned approximately 49.3% of the outstanding shares of stock of the Issuer
entitled to vote on matters submitted to stockholders. As a result of the
cancellation, Pershing Sun and Betty Sun now own approximately 8.52% of the
outstanding shares of stock of the Issuer entitled to vote on matters submitted
to stockholders.
Pursuant to the terms of the Agreement, the Issuer and
Hillcrest have terminated their letter agreement between the Issuer and
Hillcrest dated July 24, 1998 (the "Hillcrest Letter Agreement") to purchase
substantially all of the assets of the Issuer.
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Pursuant to the terms of the Agreement, the Issuer and Betty Sun
have terminated the consulting agreement dated as of July 24, 1998 between the
Issuer and Mrs. Sun (the "Consulting Agreement"). Mrs. Sun further agreed to
cancel a promissory note in the aggregate principal amount of $126,000 issued to
Mrs. Sun by the Company pursuant to the terms of the consulting agreement as
consideration for past services.
Simultaneously, with the cancellation of the Consulting
Agreement, the Issuer and Betty Sun agreed to enter into a new consulting
agreement whereby Betty Sun shall serve as a consultant to the Issuer for a term
of one year (which term is deemed to have commenced on June 20, 1998). Mrs. Sun
shall be compensated for her services at the annual rate of $75,000, payable in
biweekly installments, except that the portion of Mrs. Sun's compensation which
relates to the services rendered by Mrs. Sun from June 20, 1998 to the date of
the Agreement is payable to Mrs. Sun in a single cash payment payable upon the
execution of the Agreement.
Item 4. Purpose of Transaction
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See Item 3 above.
Item 5. Interest in Securities of the Issuer
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(a) Pershing and Betty Sun are the beneficial owners of
1,322,236 shares of Common Stock, which represents approximately 8.52% of the
outstanding shares of stock of the Issuer entitled to vote on matters submitted
to shareholders and approximately 11.56% of the Common Stock. The shares of
Common Stock beneficially owned by Pershing and Betty Sun include: (i) 847,729
shares of Common Stock held in the name of Pershing Sun, (ii) 37,976 shares of
Common Stock issuable upon exercise of stock options held in the name of
Pershing Sun and (iii) 436,531 shares of Common Stock issuable upon exercise of
212 shares of Series B Convertible Preferred Stock (current voting power
equivalent to 436,531 shares of stock) held in the name of Pershing Sun.
(b) Number of shares of Common Stock as to which Pershing Sun
and Betty Sun have:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to direct the vote: 1,322,236
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition:
1,322,236
(c) Except as described in this Statement of this Schedule 13D,
neither Pershing Sun nor Betty Sun has had any transactions in Common Stock of
the Issuer during the last 60 days.
(d) None.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of The Issuer
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None, other than described herein.
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Item 7. Material to be Filed as Exhibits
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Exhibit 1 Agreement, dated as of October 26, 1998, by and among Issuer,
Pershing Sun, Betty Sun, Hillcrest Holdings, L.L.C., Salvatore
Crimi, and Angelo Crimi
Exhibit 2 Statement as to Joint Filing
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: December 2, 1998
/s/ Pershing Sun
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Pershing Sun
/s/ Betty Sun
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Betty Sun
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for his purpose which
is already on file with the Commission may be incorporated by reference. The
name of any title of each person who signed this statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
federal criminal violations. (see 18 U.S.C. 1001).
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INDEX TO EXHIBITS
Exhibit Number Description
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1 Agreement, dated as of October 26, 1998, by and among
Issuer, Pershing Sun, Betty Sun, Hillcrest Holdings, L.L.C.,
Salvatore Crimi, and Angelo Crimi
2 Statement as to Joint Filing
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AGREEMENT
This Agreement dated as of October 26, 1998 by and among SALEX HOLDING
CORPORATION (the "Company"), a Delaware corporation having offices at 50 Laser
Court, Hauppauge, New York 11788, BETTY SUN and PERSHING SUN, each having an
address at 765 Hillcrest Place, North Woodmere, New York 11581, HILLCREST
HOLDINGS, L.L.C., a Delaware limited liability company ("Hillcrest"), having an
address at c/o Shanley & Fisher, P.C., 131 Madison Avenue, Morristown, NJ 07962-
1979, SALVATORE CRIMI, having an address at 37 Kristian Lane, Hauppauge, New
York 11788 and ANGELO CRIMI, having an address at 6 Borrell Court, St. James,
New York 11780.
W I T N E S S E T H:
WHEREAS, pursuant to a Stock Purchase Agreement dated July 24, 1998,
between Betty Sun and the Company (the "Stock Purchase Agreement"), the Company
sold and issued to Betty Sun 125,000 shares (the "Shares") of Series D
Convertible Preferred Stock, par value $.01 per share, of the Company (the
"Series D Preferred Stock") and, in consideration thereof, Betty Sun issued and
delivered to the Company her Promissory Note dated July 24, 1998 in the
principal amount of $125,000 (the "Sun Note") and paid to the Company $1,250 in
cash.
WHEREAS, the Company and Betty Sun have entered into a Stock Pledge
Agreement dated as of July 24, 1998 (the "Stock Pledge Agreement") pursuant to
which Betty Sun has pledged the Shares to the Company as security for her
obligations under the Sun Note.
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WHEREAS, pursuant to the Stock Purchase Agreement, the Company and
Betty Sun have entered into a Registration Rights Agreement dated as of July 24,
1998 (the "Registration Rights Agreement").
WHEREAS, Betty Sun and the Company have entered into an Agreement dated
as of July 24, 1998 (the "Consulting Agreement") concerning certain consulting
services recited therein, pursuant to which the Company issued and delivered to
Betty Sun the Company's Promissory Note dated July 24, 1998 in the principal
amount of $126,000 (the "Company Note").
WHEREAS, the Company and Hillcrest entered into a letter agreement
dated July 24, 1998 concerning the sale by the Company to Hillcrest of the
operating businesses and substantially all of the assets of the Company (the
"Hillcrest Letter Agreement").
WHEREAS, the parties hereto wish to provide for the cancellation or
termination of the various arrangements referred to above and for other matters
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties hereto hereby agree as follows:
1. Cancellation of Series D Preferred Stock. Simultaneously herewith
the Board of Directors of the Company shall adopt resolutions cancelling the
Series D Preferred Stock. The Company agrees that the Sun Note is hereby
cancelled and the Company shall return the original thereof to Betty Sun marked
"Cancelled" together with a check in the amount of $1,250. Betty
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Sun hereby agrees that the Shares are cancelled effective immediately. The
Company and Betty Sun agree that the Stock Pledge Agreement is hereby terminated
and Betty Sun hereby directs that any certificates evidencing the Shares pledged
pursuant to the Stock Pledge Agreement be released to the Company and that the
Company shall cancel and retire the Shares. Betty Sun hereby represents and
warrants to the Company that the Shares are released to the Company hereby free
and clear of any pledge, security interest or other lien or claim whatsoever.
The Registration Rights Agreement is hereby terminated and has no further force
or effect.
2. Cancellation of Consulting Agreement. The Company and Betty Sun
agree that the Consulting Agreement is hereby terminated and has no further
force or effect and the Company Note is hereby cancelled. Betty Sun shall return
the original of the Company Note to the Company marked "Cancelled".
3. Termination of Hillcrest Letter Agreement. Hillcrest hereby
withdraws the proposal set forth in the Hillcrest Letter Agreement and the
Company accepts such withdrawal and the parties agree that the Hillcrest Letter
Agreement is hereby terminated and has no further force or effect.
4. New Consulting Agreement between the Company and Betty Sun. (A) In
accordance with this Agreement, the Company and Betty Sun (as "Consultant"
thereunder) shall promptly after the execution of this Agreement enter into a
new Consulting Agreement (the "Contract") having the terms and provisions set
forth in Section
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4(B) hereof. If the Contract has not been entered into within 21 days after the
date of this Agreement, the provisions of Section 4(B) hereof shall constitute
the Consulting Agreement between the Company and the Consultant, superseding all
prior consulting agreements between them, until such time as the Contract is
entered into, at which point the Contract shall supersede such provisions.
(B) The Contract shall provide for the following:
(a) A term of one year commencing June 20, 1998 (the "Commencement
Date"). The Contract shall automatically renew for subsequent
one year terms unless terminated by either party prior to the
end of any term. The Contract shall be terminable by either
party at any time by written notice to the other, provided that
if the Contract is terminated by the Company the compensation
provided for in Section 4(B)(b) shall be paid at the times it
would otherwise be payable until the expiration of the then
current term of the Contract.
(b) Compensation of $75,000 for the term of the Contract, payable
in biweekly installments except that the portion of such
compensation that relates to the services rendered by
Consultant from the Commencement Date to the date of this
Agreement shall be payable to the Consultant in a single lump
sum upon the signing of this Agreement.
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(c) A provision that the Consultant shall be permitted to attend
only those portions of any meeting of the Board of Directors of
the Company or committee thereof at which her presence is
required to make any report or recommendation to the Board or
any such committee resulting from her services under the
Contract, provided that her presence at such meeting has been
consented to in writing by both the President and the Chief
Executive Officer of the Company which consent shall not be
unreasonably withheld or delayed and further provided that any
dispute as to whether the Consultant's presence at the meeting
was properly consented to shall be resolved by the Board of
Directors.
(d) A provision that the Consultant shall be present at the offices
of the Company on no more than 12 days in any 28-day period,
provided that in the event the Consultant is engaged in any
special project that is approved in writing by the Chief
Executive Officer of the Company (which approval shall not be
unreasonably withheld or delayed), the Consultant may be
present at the offices of the Company more frequently if
required for completion of such special project and consistent
with any time requirements set forth in the original approval
of such special project.
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(e) Duties shall consist of analysis and advice to the Company, as
follows:
(i) Strategic Relations and Alliances. Review and analysis of
and recommendations to the Company, consisting solely of
internal consultation and advice unless otherwise
authorized by the Board of Directors of the Company, with
respect to proposals related to joint ventures, buyouts,
mergers, corporate affiliations and joint marketing
arrangements. The Contract shall expressly provide that
the Consultant shall not have or participate in any
discussions or negotiations with third parties with
respect to any such proposals (which shall be the sole
purview of the senior management of the Company), but
shall confine her activities solely to reporting to
senior management (in the manner described below) unless
otherwise authorized by the Board of Directors of the
Company.
(ii) Customer and Supplier Relations. Consultation and advice
to the Company with respect to corporate policy
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concerning how employees of the Company should relate to
and deal with customers and suppliers of the Company. The
Contract shall expressly provide that the Consultant
shall not perform analyses or evaluations of the
performance of senior management, including but not
limited to Angelo Crimi, but shall confine her activities
to rendering advice to the Company and not to
implementing any of her recommendations. The Consultant
shall be authorized to communicate with third parties in
the course of her duties under this subsection (ii) as
may be reasonably necessary in the performance of those
duties, subject to the provisions of Section 4(B)(g)
hereof.
(iii) Corporate Development and Sales. Review, analysis and
recommendations to senior management with respect to
marketing and advertising plans and other matters that
effect the growth and development of business activity.
The Consultant shall be authorized to communicate with
third parties in the course of her duties under this
subsection (iii) as may be
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reasonably necessary in the performance of those duties,
subject to the provisions of Section 4(B)(g) hereof.
(f) The Contract shall provide that all substantive reports,
recommendations and analyses made by the Consultant shall be in
writing and shall be sent simultaneously to both the President
and the Chief Executive Officer of the Company and that the
Consultant shall take direction from the President or the Board
of Directors of the Company only.
(g) The Contract shall provide that the Consultant is an
independent contractor and not an employee or agent of the
Company and is not authorized to bind or make any commitment on
behalf of the Company in any way.
5. Miscellaneous.
(a) All notices and other communications given with respect to this
Agreement shall be in writing and shall be given to the parties at the addresses
set forth on the first page hereof, or such other address as any party hereto
shall give to the other parties by notice hereunder. Notices shall be deemed
given when delivered by hand or courier or 3 days after deposit thereof in the
United States mail postage paid, certified mail, return receipt requested, and
addressed as provided above.
(b) This Agreement (i) constitutes the entire agreement of the parties
with respect to the subject matter hereof, (ii)
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shall inure to the benefit of and shall be binding upon the parties hereto and
their successors and assigns, (iii) may not be amended except by a writing
signed by all the parties hereto, (iv) may not be assigned by any party hereto
without the prior written consent of the other parties hereto, (v) shall be
governed by the internal law of the State of Delaware and (vi) may be executed
in more than one counterpart each of which shall be an original. No waiver by
any party to this Agreement of such party's right to enforce any provision of
this Agreement shall constitute a waiver of such party's right to enforce such
provision thereafter or to enforce any other provision of this Agreement.
[Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.
SALEX HOLDING CORPORATION
By: /s/ Salvatore Crimi
-----------------------
Name: Salvatore Crimi
Title: Chief Executive Officer
HILLCREST HOLDINGS, L.L.C.
By: /s/ Betty Sun
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Name: Betty Sun
Title:
/s/ Betty Sun
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Betty Sun
/s/ Pershing Sun
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Pershing Sun
/s/ Salvatore Crimi
-------------------------
Salvatore Crimi
/s/ Angelo Crimi
-------------------------
Angelo Crimi
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EXHIBIT 2
Statement
The undersigned hereby agree that the Amendment to Schedule 13-D, to
which this Statement is an exhibit, is filed on behalf of each of us.
/s/ Pershing Sun
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Pershing Sun
/s/ Betty Sun
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Betty Sun
Dated: December 2, 1998
