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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Sundog Technologies Inc. (formerly known as The Thorsden Group, Ltd.)
----------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
-------------------------------------------------------
(Title of Class of Securities)
867302 101
---------------------------
(CUSIP Number)
Bryan T. Allen, Esq.
Parr, Waddoups, Brown, Gee and Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111
(801) 532-7840
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 12, 2000
-----------------
(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: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 in 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 ("Act") 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
1
<PAGE>
CUSIP No. 867302 101
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John Blumenthal ("Blumenthal")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
---------
(b) X
---------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 2,156,000*
8 Shared Voting Power -0-
9 Sole Dispositive Power 2,156,000*
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,156,000*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11) 9.3%
14 Type of Reporting Person (See Instructions) IN
*As described herein, Blumenthal has provided Caldera, L.C., a Utah limited
liability company ("Caldera"), with the right to grant to third parties options
to acquire up to 700,000 shares of the Common Stock of Sundog Technologies, Inc.
held by Blumenthal (the "Blumenthal Option Shares"). Neither Caldera's right nor
any derivative options are subject to any conditions for exercise. The
Blumenthal Option Shares remain certificated in Blumenthal's name, but all
voting and dispositive power have been transferred to Caldera. Blumenthal
retains no voting or dispositive power in the Blumenthal Option Shares, although
such rights will revert to Blumenthal if Caldera does not grant the options
within three (3) years, or if an option is not exercised prior to expiration by
its terms. As a result, the 700,000 Blumenthal Option Shares are not included in
the above table for beneficial ownership.
2
<PAGE>
CUSIP No. 867302 101
---------------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Stephen Russell ("Russell")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
----------
(b) X
----------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United Kingdom
--------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 550,000*
8 Shared Voting Power -0-
9 Sole Dispositive Power 550,000*
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person 550,000*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11) 2.4%
14 Type of Reporting Person (See Instructions) IN
*As described herein, Russell has provided Caldera with the right to grant to
third parties options to acquire up to 990,000 shares of the Common Stock of
Sundog Technologies, Inc. held by Russell (the "Russell Option Shares"). Neither
Caldera's right nor any derivative options are subject to any conditions for
exercise. The Russell Option Shares remain certificated in Russell's name, but
all voting and dispositive power have been transferred to Caldera. Russell
retains no voting or dispositive power in the Russell Option Shares, although
such rights will revert to Russell if Caldera does not grant the options within
three (3) years, or if an option is not exercised prior to expiration by its
terms. As a result, the 990,000 Russell Option Shares are not included in the
above table for beneficial ownership.
3
<PAGE>
CUSIP No. 867302 101
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John Zollinger ("Zollinger")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
-----------
(b) X
-----------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 1,050,000*
8 Shared Voting Power -0-
9 Sole Dispositive Power 1,050,000*
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,050,000*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11) 4.5%
14 Type of Reporting Person (See Instructions) IN
*As described herein, Zollinger has provided Caldera with the right to grant to
third parties options to acquire up to 1,890,000 shares of the Common Stock of
Sundog Technologies, Inc. held by Zollinger (the "Zollinger Option Shares").
Neither Caldera's right nor any derivative options are subject to any conditions
for exercise. The Zollinger Option Shares remain certificated in Zollinger's
name, but all voting and dispositive power have been transferred to Caldera.
Zollinger retains no voting or dispositive power in the Zollinger Option Shares,
although such rights will revert to Zollinger if Caldera does not grant the
options within three (3) years, or if an option is not exercised prior to
expiration by its terms. As a result, the 1,890,000 Zollinger Option Shares are
not included in the above table for beneficial ownership.
4
<PAGE>
CUSIP No. 867302 101
----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jeffrey Barlow ("Barlow")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
----------
(b) X
----------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 550,000*
8 Shared Voting Power -0-
9 Sole Dispositive Power 550,000*
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person 550,000*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11) 2.4%
14 Type of Reporting Person (See Instructions) IN
*As described herein, Barlow has provided Caldera with the right to grant to
third parties options to acquire up to 990,000 shares of the Common Stock of
Sundog Technologies, Inc. held by Barlow (the "Barlow Option Shares"). Neither
Caldera's right nor any derivative options are subject to any conditions for
exercise. The Barlow Option Shares remain certificated in Barlow's name, but all
voting and dispositive power have been transferred to Caldera. Barlow retains no
voting or dispositive power in the Barlow Option Shares, although such rights
will revert to Barlow if Caldera does not grant the options within three (3)
years, or if an option is not exercised prior to expiration by its terms. As a
result, the 990,000 Barlow Option Shares are not included in the above table for
beneficial ownership.
5
<PAGE>
CUSIP No. 867302 101
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Marty Alfred ("Alfred")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
---------
(b) X
---------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 400,000*
8 Shared Voting Power -0-
9 Sole Dispositive Power 400,000*
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person 400,000*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11) 1.7%
14 Type of Reporting Person (See Instructions) IN
*As described herein, Alfred has provided Caldera with the right to grant to
third parties options to acquire up to 720,000 shares of the Common Stock of
Sundog Technologies, Inc. held by Alfred (the "Alfred Option Shares"). Neither
Caldera's right nor any derivative options are subject to any conditions for
exercise. The Alfred Option Shares remain certificated in Alfred's name, but all
voting and dispositive power have been transferred to Caldera. Alfred retains no
voting or dispositive power in the Alfred Option Shares, although such rights
will revert to Alfred if Caldera does not grant the options within three (3)
years, or if an option is not exercised prior to expiration by its terms. As a
result, the 720,000 Alfred Option Shares are not included in the above table for
beneficial ownership.
6
<PAGE>
CUSIP No. 867302 101
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This Amendment No. 1 to the Schedule 13D of Blumenthal, Russell, Zollinger,
Barlow and Alfred (each a "Reporting Person" and, collectively, the "Reporting
Person") amends and supplements, and should be read in conjunction with, the
Schedule 13D filed on November 6, 1997.
Item 1. Security and Issuer
(a) Title of Class of Equity Securities: Common Stock, $0.001 par
value (the "Common Stock").
(b) Name of Issuer: Sundog Technologies Inc., (formerly known as
The Thorsden Group, Ltd.) (the "Issuer").
(c) Address of Issuer's Principal Executive Offices:4505 South
Wasatch Boulevard, Suite 340, Salt Lake City, UT 84124.
The original Schedule 13D to which this Amendment No. 1 relates was
filed on November 6, 1997 as a joint filing. The joint filing disclaimed the
existence of a group and the Reporting Persons continue to disclaim the
existence of a group. Accordingly, all future filings on behalf of any of the
Reporting Persons shall be individual filings relating solely to the individual
Reporting Person. David Valenti, who was a party to the November 6, 1997
Schedule 13D, has indicated to the Reporting Persons that he will be filing a
separate amendment to said Schedule 13D.
Item 2. Identity and Background
(a) This Amendment No. 1 to Schedule 13D is filed on behalf of
each of the Reporting Persons.
(b) The principal business address for each of Alfred, Barlow and
Zollinger is 4505 South Wasatch Boulevard, Suite 340, Salt
Lake City, UT 84124. The principal business addresses for
Russell is Solid Information Technology, 444 Castro Street,
Suite 1010, Mountain View, California 93043. Blumenthal's
residential address is 4432 East Emigration Canyon, Salt Lake
City, UT 84108.
(c) Alfred, Barlow and Zollinger are employees of the Issuer.
Blumenthal is the President of Qui Vive, Inc., a Delaware
corporation in which the Issuer owns a majority equity
interest. It has been announced that the Issuer has signed a
Letter of Intent to transfer its interest in Qui Vive, Inc. to
a third party. The present principal occupation of Russell and
the name, principal business and address of any corporation or
other organization in which such employment is conducted is as
follows:
Russell - Chief Financial Officer, Solid Information
Technology, 444 Castro Street, Suite 1010, Mountain
View, California 93043.
7
<PAGE>
CUSIP No. 867302 101
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(c) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(d) During the last five years, none of the Reporting Persons was
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which was or is
subject to 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.
(e) Each of the Reporting Persons is a United States citizen,
except for Russell, who is a citizen of the United Kingdom.
The Reporting Persons could be deemed to be a group for purposes of
this amended Schedule 13D because they were all officers and directors or
principal shareholders of Arkona, Inc., a Utah corporation, and as a result of
the merger with The Thorsden Group, Ltd. (now known as Sundog Technologies,
Inc.), they became officers and directors and/or principal shareholders of The
Thorsden Group, Ltd. Notwithstanding the foregoing, the Reporting Persons
disclaim that they have acted as a group for purposes of acquiring, holding,
voting or disposing of shares of the Common Stock and each Reporting Person
disclaims beneficial ownership of the shares of the Common Stock owned by the
other Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable as the transaction involved dispositions and
not acquisitions of securities.
Item 4. Purpose of Transaction
Not applicable as the transaction involved dispositions and
not acquisitions of securities. The Reporting Persons reserve the right
to purchase additional shares of the Common Stock or to dispose of
shares of the Common Stock in the open market, in privately negotiated
transactions or in any other lawful manner in the future. Except as
described herein, the Reporting Persons presently have no plans or
proposals which relate to or would result in any action enumerated in
subparagraphs (a) through (j) of the instructions for Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The responses of the Reporting Persons to Items 7, 8, 9, 10,
11 and 13 of the Cover Sheets, which relate to the beneficial
ownership of the Common Stock, are incorporated herein by
reference. The percentage of the Common Stock beneficially
owned by the Reporting Persons, as set forth on the Cover
Sheets, is based in each case upon the number of shares of the
Common Stock outstanding as of January 3, 2000.
(b) Each Reporting Person has the sole power to vote, direct the
vote, dispose or direct the disposition of the shares of the
Common Stock indicated on such Reporting Person's Cover Sheet,
which information is incorporated herein by reference. None of
the Reporting Persons share with anyone the power to vote,
direct the vote, dispose or direct the disposition of any
shares of the Common Stock.
(c) The Reporting Persons entered into an Agreement effective as
of January 12, 2000 (the "Agreement") with Caldera, pursuant
to which the Reporting Persons agreed to transfer the
following numbers of shares of the Common Stock (the "Option
Shares") to Caldera:
8
<PAGE>
CUSIP No. 867302 101
----------
Reporting Person No. of Shares Transferred
---------------- -------------------------
Blumenthal 700,000
Russell 990,000
Zollinger 1,890,000
Barlow 990,000
Alfred 720,000
Each of the Reporting Persons acted independently from the
other Reporting Persons in determining to enter into the
Agreement. The Agreement provides that the Reporting Persons
have granted to Caldera the exclusive right, power and
authority to grant derivative options to acquire any or all of
the Option Shares at an exercise price of $0.15 per share. The
monies paid upon exercise of the options will ultimately be
paid to the Reporting Persons. During the period that the
Option Shares remain in the possession of Caldera and prior to
the time that an option is exercised for the purchase of the
Option Shares, Caldera has the right to vote the Option
Shares. It is the understanding of the Reporting Persons that
the Option Shares will be used to facilitate the Issuer's
executive recruitment and private placements pursuant to
exemptions from registration provided at section 4(2) and/or
3(b), as well as Regulation D promulgated under the Act.
Caldera also acts as the escrow agent for the Option Shares,
and will grant the options to investors in the Issuer or
executives of the Issuer. None of the Reporting Persons is a
Member, Manager or affiliate of Caldera.
(d) Each of the Reporting Persons retains the right to receive any
distributions and dividends made with respect to his own
Option Shares until such time as the Option Shares are
transferred pursuant to the exercise of the options.
(e) On January 12, 2000, the effective date of the Agreement, each
of the Reporting Persons, with the exception of Blumenthal,
ceased to be the beneficial owner of more than five percent of
the Common Stock. In the future, unless a group is
subsequently formed among two or more of the Reporting
Persons, all filings required by Rule 13-D promulgated under
the Securities Exchange Act of 1934 by any of the Reporting
Persons will be individual filings. In order to allow this to
occur, the Reporting Persons, effective December 2, 1999,
terminated a 1997 Filing Agreement referenced in the original
Schedule 13D filed on November 6, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Item 5(c) above.
Item 7. Material to Be Filed as Exhibits
Attached hereto as Exhibit "A," and incorporated herein by this
reference, is a copy of the Agreement.
9
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CUSIP No. 867302 101
----------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 31, 2000 /s/ John Blumenthal
- --------------------------- -----------------------
Date John Blumenthal
January 28, 2000 /s/ Stephen Russell
- --------------------------- -----------------------
Date Stephen Russell
January 28, 2000 /s/ John Zollinger
- --------------------------- -----------------------
Date John Zollinger
January 28, 2000 /s/ Jeffery Barlow
- --------------------------- -----------------------
Date Jeffrey Barlow
January 28, 2000 /s/ Marty Alfred
- --------------------------- -----------------------
Date Marty Alfred
10
<PAGE>
CUSIP No. 867302 101
----------
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT
----------- -------
1 Agreement, dated January 12, 2000, among the
Reporting Persons
11
CUSIP No. 867302 101
----------
Exhibit No. 1
-------------
AGREEMENT
This Agreement made and entered into by and among the following
individuals: Marty Alfred, Bruce Baird, Jeffrey Barlow, John Blumenthal, Tim
Kapp, Stephen Russell, Dave Valenti, Gary Wright, and John Zollinger
(hereinafter collectively referred to as the "Founding Shareholders") and
Caldera Holding Company., L.C., a Utah limited liability company (hereinafter
"Caldera").
WHEREAS, the Founding Shareholders assisted in the founding or
development of Arkona, L.C., a private company, which was subsequently merged
into a publicly reporting company known as The Thorsden Group Ltd., a Delaware
corporation, and the surviving company has been renamed Sundog Technologies,
Inc., a Delaware corporation (hereinafter referred to as "the Company");
WHEREAS, in connection with their activities in the development and
formation of the company, the Founding Shareholders received a total of fourteen
million (14,000,000) shares of common stock in the Company;
WHEREAS, the Founding Shareholders and the Company desire to enhance
the value of the Company, meet the needs of the Company, and increase the
potential viability, productivity and profitability of the Company through any
lawful and appropriate means, including, but not limited to, the raising of
additional working capital, securing the public trading of the Company's stock
and attracting individuals and parties with expertise to manage or advise the
Company and its operations;
WHEREAS, Caldera has agreed to assist the Founding Shareholders and
Company in meeting the above-described objectives; provided that the Founding
Shareholders are willing to transfer to Caldera the right to dispose of a
portion of the above-referenced shares of the Company's stock, which shares will
be used to meet the objectives of the Company as set forth above;
NOW THEREFORE, the parties, for their mutual benefit and with just and
valid consideration, which consideration is hereby acknowledged, enter into the
following Agreement:
1. This Agreement supersedes and replaces all prior agreements, written
or oral, among the parties hereto and other parties not included herein with
regard to the above-referenced seven million five hundred and twenty-three
thousand shares of the Company's common stock held by the Founding Shareholders
and any and all such prior agreements are hereby declared null and void.
2. Pursuant to this Agreement, the Founding Shareholders shall deliver
to Caldera, on or before the execution of this Agreement, stock certificates,
with accompanying Medallion Guaranteed stock powers, representing seven million
five hundred and twenty-three thousand (7,523,000) shares of the Company's
common stock (hereinafter "Option Stock"), which Caldera shall hold pending the
exercise of options for the Option Stock as described below.
1
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CUSIP No. 867302 101
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3. In accordance with the terms of this Agreement, the Founding
Shareholders grant and transfer to Caldera the exclusive right, power and
authority to grant derivative options (hereinafter "Derivative Options") to
unspecified individuals, entities or parties (hereinafter "Receiving Parties")
to acquire any or all of the Option Stock at an exercise price of fifteen cents
($0.15) per share. Each Derivative Option must be exercised by the Receiving
Party within one hundred and eighty (180) days of the granting of such option
and if not exercised timely, the Derivative Option will expire and be canceled,
and the associated Options Shares will continue to be held and may be reissued
by Caldera. The monies paid by the Receiving Parties in the exercise of the
Derivative Options will ultimately be paid to the Founding Shareholders as
specified below.
4. Such Derivative Options will be granted by Caldera to Receiving
Parties whom Caldera determines, after consultation with the Company, its
officers and directors, may assist the Company in meeting the objectives set
forth above, which are enhance the value of the Company, meet the needs of the
Company, and increase the potential viability, productivity and profitability of
the Company through any lawful and appropriate means, including, but not limited
to, the raising of additional working capital, securing the public trading of
the Company's stock and attracting individuals and parties with expertise to
manage, advise or otherwise participate with the Company and its operations.
5. In determining what amount, to whom and when Derivative Options may
be granted, Caldera has exclusive authority to make such determinations and acts
independent of the Company, the Founding Shareholders and any other party.
Caldera may issue Derivative Options to any party so long as such Derivative
Options are not issued in bad faith or with total disregard to the objectives
set forth in Paragraph 4 above. Caldera shall notify the Company and Founding
Shareholders of any grants of Derivative Options by sending written notice to
the Company and Founding Shareholders within thirty (30) days of the issuance of
each Derivative Option. However, Caldera is under no obligation to disclose the
basis, reasons, rationale or purpose for issuing a Derivative Option to any
particular Receiving Party.
6. When, in accordance with the Derivative Option granted, any
Receiving Party exercises its Derivative Options at the exercise price of $0.15
per share, that Receiving Party shall exercise such option by delivering to the
Caldera the Derivative Option or Options being exercised and monies representing
the associated exercise price.
7. Upon delivery by the Receiving Party to Caldera of both exercised
Derivative Option and the associated exercise price, Caldera will caused to be
transferred into the name of the Receiving Party exercising the option, or
whatever name is designated by the Receiving Party, the Option Stock associated
with such exercised option.
8. The monies paid by the Receiving Party in the exercise of their
Derivative Option will be held by Caldera in an interest-bearing trust account.
On the tenth (10th) day of each month, Caldera shall mail to each Founding
Shareholder at the address designated below his pro-rata share of the total
exercise monies received by Caldera during the previous month.
9. By holding and distributing the Derivative Options and Option Stock,
Caldera makes no representation nor warranty as to the value of such Derivative
2
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CUSIP No. 867302 101
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Options or Option Stock. While holding the Option Stock, Caldera does not take
or assume ownership of the Option Stock. Caldera is not acting in the capacity
of a broker/dealer, issuer or underwriter.
10. Caldera shall not be bound in any way by any act or direction of
the parties hereto and, while operating in cooperation with the Company and the
Founding Shareholders to accomplish the objectives set forth above, Caldera is
independent from and not controlled by the Company or any party.
11. Caldera may rely upon any paper or other instrument received by it
in connection with its duties under this Agreement and which is believed to be
genuine; shall be under no duty to independently ascertain the validity or
legitimacy of such papers, nor conduct any associated due diligence with respect
to the same; and shall be subject to no liability with respect to the form,
execution or validity thereof.
12. During the period the Option Stock remains in the possession of
Caldera and prior to the time, if any, that a Derivative Option is exercised for
the purchase of the Option Stock, in whole or in part, Caldera will exercise the
right to vote such shares. However, the respective Founding Shareholders, as
owners of the shares, will receive any distributions and dividends made with
respect to such shares by the Company until such time as the shares of Option
Stock are sold upon the exercise of Derivative Options granted under this
Agreement. Except as provided in this Agreement, ownership of the Option Stock
will not transfer from the depositing Founding Shareholder until the stock is
sold upon exercise of an associated Derivative Option.
13. No transfer or assignment of any right to exercise a Derivative
Option will be made and no Derivative Options will be granted except pursuant to
applicable exemptions from the registration requirements of the Securities Act
of 1933, as amended, and similar provisions of any state securities laws. In
this regard, Caldera agree to observe such laws and the rules and regulations
promulgated thereunder and no action will be taken which would result in the
Founding Shareholders being deemed to be an underwriter for purposes of the
Securities Act or other applicable Federal or state securities laws.
14. The Parties acknowledge that the Company is subject to the
reporting and other requirements of the Securities Exchange Act of 1934, as
amended and that the Company will be required to report the existence and
contents of this Agreement as part of its filings under the Exchange Act. The
Parties agree to cooperate to provide all information reasonably required by
counsel to the Company to facilitate the full and fair reporting of this
transaction as required by the law.
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CUSIP No. 867302 101
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15. Unless extended by mutual agreement of the parties hereto, this
Agreement will terminate three (3) years from its effective date. Upon such
termination, Caldera will promptly return and deliver to the Founding
Shareholders their proportionate share of the Option Stock and any cash then in
the possession of Caldera. Any outstanding Derivative Options which have not
been exercised at the time of this termination will continue to be effective and
valid until they are exercised or expire and are canceled, whichever occurs
first. Upon exercise of such outstanding Derivative Options or upon their
expiration, Caldera will distribute such proceeds or shares as outlined above.
16. Upon distribution of all of the Option Stock and exercise of the
respective Derivative Options or upon termination of this Agreement as described
in Paragraph 15, this Agreement shall be deemed to be terminated, and Caldera
shall be deemed to be released and discharged from any further responsibility or
liability in connection therewith. At termination, any undistributed or
unexercised Option Stock shall be returned to the Founding Shareholders on a
proportional basis and all outstanding stock powers will be canceled.
17. This Agreement shall not be altered, amended, changed, waived,
terminated, or modified in any respect unless the same shall be in writing and
signed by or on behalf of all the parties hereto, except for any party which no
longer has any interest in the Option Stock.
18. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto.
19. This Agreement shall be governed by the laws of the State of Utah
and the state or federal courts within Salt Lake County, State of Utah shall
have exclusive venue and jurisdiction over any disputes arising from or
regarding this Agreement. If any party is required to take legal action
regarding a dispute arising from or regarding this Agreement, the prevailing
parties to such action will be entitled to their reasonable attorneys' fees and
costs incurred therein.
20. This Agreement may be executed by the parties hereto in such
counterparts, telefax copies or other form as is necessary to expedite execution
of this Agreement and all originals shall be forwarded to Caldera.
21. The effective date of this Agreement will be the last date on
which any of the parties hereto has executed this Agreement.
4
<PAGE>
CUSIP No. 867302 101
In Witness Hereof, the parties have caused this Agreement to be signed
on the dates set forth below.
Date
- ----------------------- ---------------------------
MARTY ALFRED
Address:
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Date
- ----------------------- ---------------------------
BRUCE BAIRD
Address:
----------------------------------------------------------------
Date
- ----------------------- ---------------------------
JEFFREY BARLOW
Address:
----------------------------------------------------------------
Date
- ----------------------- ---------------------------
JOHN BLUMENTHAL
Address:
----------------------------------------------------------------
Date
- ----------------------- ---------------------------
TIM KAPP
Address:
----------------------------------------------------------------
Date
- ----------------------- ---------------------------
STEPHEN RUSSELL
Address:
----------------------------------------------------------------
Date
- ----------------------- ---------------------------
DAVE VALENTI
Address:
----------------------------------------------------------------
5
<PAGE>
CUSIP No. 867302 101
----------
Date
- ----------------------- ---------------------------
JOHN ZOLLINGER
Address:
----------------------------------------------------------------
Date
- ----------------------- ---------------------------
GARY WRIGHT
Address:
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CALDERA HOLDING CO., L.C.
Date
- ----------------------- ---------------------------
DOUGLAS E. GRIFFITH, Manager
Address:
----------------------------------------------------------------
