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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 18, 1998
(Date of earliest event reported: November 12, 1998)
SALEX HOLDING CORPORATION
(Exact Name of Registrant as specified in charter)
Delaware 1-12856 42-1358036
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 Laser Court, Hauppauge, New York 11788
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 436-5000
Not Applicable
(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant
Cancellation of Series D Preferred Stock
On November 12, 1998, the Registrant entered into an agreement dated as
of October 26, 1998 (the "Cancellation Agreement") by and among Pershing Sun,
the President and a director of the Registrant, 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 Registrant, and Angelo Crimi, a director and
officer of the Registrant. Pursuant to the terms of the Cancellation Agreement,
the Registrant and Betty Sun have cancelled 125,000 shares of Series D
Convertible Preferred Stock (the "Shares") previously issued to Betty Sun at an
aggregate purchase price of $126,250 (the "Purchase Price"). The Purchase Price
was repaid to Ms. Sun through the issuance of a check to Ms. Sun in the amount
of $1,250 and the cancellation by the Registrant of a promissory note (the
"Promissory Note") in the aggregate principal amount of $125,000 made by Ms. Sun
in favor of the Registrant. In addition, the Registrant and Ms. Sun agreed to
cancel the following agreements: (i) a stock pledge agreement, dated as of July
24, 1998 relating to the pledge by Ms. 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 (the
"Common Stock") 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 Registrant
entitled to vote on matters submitted to stockholders. As a result of the
cancellation, Betty Sun and Pershing Sun now own approximately 8.52% of the
outstanding shares of stock of the Registrant entitled to vote on matters
submitted to stockholders.
Item 5. Other events.
Termination of Letter Agreement Relating to the Sale of Substantially All
the Assets of the Registrant
Pursuant to the terms of the Cancellation Agreement, Registrant and
Hillcrest have terminated their letter agreement between the Registrant and
Hillcrest dated July 24, 1998 (the "Hillcrest Letter Agreement") to purchase
substantially all of the assets of the Registrant.
Cancellation of Prior Consulting Agreement with Betty Sun and Terms of
New Consulting Agreement
Pursuant to the terms of the Cancellation Agreement, the Registrant and
Betty Sun have terminated the consulting agreement dated as of July 24, 1998
between the Registrant and Ms. Sun (the "Consulting Agreement"). Ms. Sun further
agreed to cancel a promissory note in the aggregate principal amount of $126,000
issued to Ms. Sun by the Company pursuant to the terms of the consulting
agreement as consideration for past services.
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Simultaneously, with the cancellation of the Consulting Agreement, the
Registrant and Betty Sun agreed to enter into a new consulting agreement whereby
Betty Sun shall serve as a consultant to the Registrant for a term of one year
(which term is deemed to have commenced on June 20, 1998). Ms. Sun shall be
compensated for her services at the annual rate of $75,000, payable in biweekly
installments, except that the portion of Ms. Sun's compensation which relates to
the services rendered by Ms. Sun from June 20, 1998 to the date of the
Cancellation Agreement is payable to Ms. Sun in a single cash payment.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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10 Cancellation Agreement, dated as of October 26,
1998, by and among Registrant, Pershing Sun, Betty
Sun, Hillcrest Holdings, L.L.C., Salvatore Crimi, and
Angelo Crimi
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SALEX HOLDING CORPORATION
By: /s/ Salvatore Crimi
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Salvatore Crimi, Chief Executive Officer
Dated: November 18, 1998
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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
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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
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Salvatore Crimi
/s/ Angelo Crimi
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Angelo Crimi
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