<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: June 30, 1996
or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from: _____ to _____
Commission file number: 0-24682
OGDEN, MCDONALD & COMPANY
(Name of small business issuer in its Charter)
Colorado 84-1125214
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1300 Post Oak Boulevard, 9th Floor, Houston, Texas 77056
(Address of principal executive offices, including zip code)
(713) 629-8300
(Issuer's telephone number)
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 the past 90 days. Yes [X]
No [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
The Issuer's revenues for its most recent fiscal year were $ -0-.
As of September 27, 1996, 16,007,500 shares of the Registrant's common stock
were outstanding, and the aggregate market value of the shares held by non-
affiliates was approximately $19,291,250.
DOCUMENTS INCORPORATED BY REFERENCE: None.
Transitional Small Business Disclosure Format (check one): Yes __ No X
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Ogden, McDonald & Company (the "Company") was incorporated under the
laws of the State of Colorado on October 13, 1989. The Company was originally
formed for the primary purpose of seeking out acquisitions of properties,
businesses, or merger candidates, without limitation as to the nature of the
business operations or geographic area of the acquisition candidate.
In August 1994, the Company filed a registration statement with the
Securities and Exchange Commission on Form 10-SB, wherein it registered its
common stock under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "34 Act"). As a result, the Company became a fully reporting
company under the 34 Act, which management believed enhanced the Company's
ability to attract a suitable private merger or acquisition candidate.
Until July 22, 1996, when the Company acquired 100% of the outstanding
common stock of Worldwide Petromoly Corporation, the Company had no operations
other than issuing stock to its original shareholders. As such, the Company
was a "shell" company whose sole purpose was to locate and consummate a merger
or acquisition with a private entity.
On July 22, 1996, the Company completed a reverse acquisition of 100% of
the outstanding common stock of Worldwide Petromoly Corporation ("Petromoly")
in exchange for 14,507,500 shares of the Company's Common Stock which resulted
in the shareholders of Petromoly acquiring approximately 90.6% of the shares
outstanding in the Company.
The Company is in the process of soliciting proxies for a shareholders
meeting scheduled for October 11, 1996. One of the items on the agenda is a
proposal to change the name Ogden, McDonald & Company to Worldwide Petromoly,
Inc.
Unless the context otherwise requires, the term "Company" as used herein
refers to the Company and its wholly-owned subsidiary, Worldwide Petromoly
Corporation.
DESCRIPTION OF BUSINESS
Petromoly is engaged in the business of manufacturing, marketing and
distributing a line of molybdenum fortified lubricant products called
"Petromoly." Petromoly is an extended drain, high performance engine oil
designed to enhance and maintain all types of engines at their peak levels.
Prior to the completion of Petromoly's private offering during July,
1996, Petromoly had focused its efforts on product development, field testing
and the development of a small customer base to acquire testimonial support
for the product technology.
With the proceeds of the private offering (approximately $4,000,000) the
Company has the financing in place to carry out its business plan. On August
1, 1996 Petromoly hired James Danner who has been elected as President of
Petromoly, and Fred Lehman has been elected to serve as Vice President of
Marketing. The Company has also hired one commissioned sales person. The
Company's immediate focus is on adding new commercial and industrial
customers. This process takes three to six months because such customers
typically want to test the Company's products for 90 days before making any
decisions.
Some of the Company's current customers are Continental Airlines, Enron,
Kyle Railroad, Northcoast Railroad, Alaska Railroad and The Oil Connection
Lube Centers.
Based on various tests which have been conducted the Company believes
that its product line offers several competitive advantages over other
products. These benefits include a significant increase in fuel economy,
longer engine life, and an ability to substantially reduce harmful exhaust
emissions, engine wear and friction.
PRINCIPAL PRODUCTS
The Company currently offers the following products for the markets
indicated:
1. Industrial Oil - HD SAE 40 Engine Oil - This was Petromoly's first
product and it is used as a general purpose industrial oil. It is available
in one quart containers, fifty-five gallon drums and in bulk shipments.
2. Railroads - HD SAE 40 RR Engine Oil - The railroad industry is a
major market for Petromoly. The Company has received favorable test results
from Kyle Railroad, North Coast Railroad and Washington Central Railroad.
This product is available in fifty-five gallon drums up to rail car
quantities.
3. Passenger Cars, Light Duty Trucks, Vans and Utility Vehicles - LDF
SAE 10W-30.
4. Natural Gas Compressor Applications - NGC SAE 30 or SAE 40.
5. Automotive Additive - Moly Extra - This product is sold by the
pint or in eight ounce containers to be added at every oil change.
PATENTS, TRADEMARKS AND LICENSES
During November, 1994, Petromoly filed an application with the United
States Patent and Trademark Office for a patent on petromoly. During
December, 1995, Petromoly received a Notice of Allowability indicating that a
patent would be granted for petromoly provided that certain formalities are
met. Petromoly has filed a continuance for three years to protect the
disclosure in the patent application from the public. The Company also holds
the rights to the registered trademark "Petromoly."
COMPETITION
Management believes that there is no other fully formulated motor oil
like petromoly on the market. The major competitive products are the
synthetic oils, however, their additional expense is often not justified by
actual benefits. In many industrial applications there are also operational
limitations to the synthetic oils. Conventional motor oils differ according
to their additive packages. Most general use oils are similar in their
makeup. As a result, there is heavy competition in the consumer oils market
due to similarity of the products.
Pennzoil has been the market share leader in passenger car motor oils
for 12 years. It introduced its first synthetic motor oil, Performax 5W-50,
in late 1992. Pennzoil has a nationwide distribution system and they continue
to expand to the international market.
The Quaker State Corporation is another major competitor in the
passenger car motor oil industry with distribution and products very similar
to Pennzoil.
The industrial market has substantially less competition due to the
unique operational requirements of many industrial applications. In these
applications the customers are less sensitive to the purchase price of the
product and base their purchasing decisions on extensive real-life testing to
determine operational advantages and cost savings from prospective products.
This process is more time consuming than traditional consumer sales due to its
one-on-one sales requirements.
The Company intends to compete both in the industrial and consumer motor
oil markets by offering a product which the Company believes provides
significant benefits over competing products. The major focus will be in the
commercial and industrial areas
MARKETING
Currently nearly all of the Company's personnel, including Directors,
are involved in marketing the Company's products. The target markets are
industrial and commercial users. The methodology used is primarily personal
sales contact and referral sales.
MANUFACTURING
Petromoly is not a synthetic, has no exotic ingredients, and is
relatively inexpensive to produce. The secret to petromoly's success is the
proprietary blending process which combines common components with high-grade
base oil stock. To provide rapid response to market needs without significant
capital investment, the Company has chosen to use existing contract blending
companies to produce the Company's products.
The blending facility at this point is Forsythe Lubrication Association,
Ltd. in Canada. Forsythe is producing railroad products, 15W-40 and 10W-30.
They are also producing the car oil additive. LSC in California and South
Coast Terminals in Texas are also under contract for production and will
expand as the market grows. Mega Lubricants is producing all of the Company's
packaged goods (i.e. quarts and gallons) for the trucking and car oil markets.
With these three producers, the Company is able to produce and ship products
economically to any locality in the United States or Canada. Additional
manufacturers will be selected as necessary.
EMPLOYEES
The Company presently has 10 employees.
MAJOR CUSTOMERS
During the year ended December 31, 1995, approximately 80% of
Petromoly's revenues were received from Alaska Railroad. As a result of
excess inventory levels and certain internal matters, this customer ceased
purchases from the Company in June of 1996, and is not expected to resume
purchases until early 1997.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company maintains its corporate offices at 1300 Post Oak Boulevard,
9th Floor, Houston, Texas 77056. The Company rents approximately 932 square
feet at this location and pays approximately $1,200 per month for rent
pursuant to a lease which expires on December 14, 2001. The Company also
rents approximately 5,184 square feet at 757 Kenrick, Suite 112, Houston,
Texas 77060, pursuant to a lease which requires monthly payments of
approximately $2,330 and which expires September 30, 1999.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings, and the Company is not aware of
any threatened legal proceedings to which it is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended June 30, 1996.
<PAGE>
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) MARKET INFORMATION. The Company's Common Stock commenced trading
on the over-the-counter market on August 28, 1996, under the symbol "OGDM".
The following table sets forth the high and low bid price for the Company's
Common Stock for the periods indicated as reported by one of the Company's
market makers. These prices are believed to be inter-dealer quotations and do
not include retail mark-ups, mark-downs, or other fees or commissions, and may
not necessarily represent actual transactions.
Quarter Ended High Bid Low Bid
September 30, 1996 $6.25 $2.00
(b) HOLDERS. As of September 27, 1996, the Company had approximately
45 shareholders of record. This does not include shareholders who hold stock
in their accounts at broker/dealers.
(c) DIVIDENDS. The Company has never paid a cash dividend on its
common stock and does not expect to pay a cash dividend in the foreseeable
future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
RESULTS OF OPERATIONS - OGDEN, MCDONALD & COMPANY
During the fiscal year ended June 30, 1996, and since its formation, the
Company has engaged in no significant operations other than the search for,
and identification and evaluation of, possible acquisition candidates. No
revenues were received by the Company during the fiscal year and no expenses
were incurred.
With the reverse acquisition of Worldwide Petromoly Corporation, the
Company's results of operations will change significantly to reflect the
activities of this subsidiary.
RESULTS OF OPERATIONS - WORLDWIDE PETROMOLY CORPORATION ("Petromoly")
YEAR ENDED DECEMBER 31, 1995, COMPARED TO YEAR ENDED DECEMBER 31, 1994
Total net sales for the year ended December 31, 1995, was $417,579 as
compared to $342,465 for the year ended December 31, 1994, a 22% increase.
The major railroad customer accounted for approximately 80% of the sales in
1995 and 59% of the sales in 1994. The increase in sales was attributed to
the increased sales to Petromoly's major railroad customer. As a result of
excess inventory levels and certain internal matters, this customer ceased
purchases from the Company in June of 1996, and is not expected to resume
purchases until early 1997.
Cost of sales as a percentage of net sales increased slightly from 77.4%
for the year ended December 31, 1994, to 79% for the year ended December 31,
1995. This percentage was nearly the same for both years because the
specifications and formulation for the products sold were essentially the
same. The Company is currently testing reformulations of its products to see
if the products can be made with less molybdenum disulfide and still maintain
their performance characteristics. If successful, this would reduce the cost
of sales in the future.
Selling, general and administrative expenses decreased from $298,306 for
the year ended December 31, 1994, to $271,683 for the year ended December 31,
1995, an 8.9% decrease. As a percentage of net sales, selling, general and
administrative expenses decreased from 87.1% in 1994 to 65.1% in 1995. The
primary reason for the decrease was a drop in salary expense since one less
engineer was employed during most of 1995.
Miscellaneous income increased from $7,802 in the year ended December
31, 1994, to $16,195 in the year ended December 31, 1995, because the Company
had a subtenant for some of its office space during the full 1995 year. This
sublease terminated during March 1996.
Interest expense increased from $1,583 in the year ended December 31,
1994, to $3,682 in the year ended December 31, 1995, due to increased
borrowings during the year.
LIQUIDITY AND CAPITAL RESOURCES.
At December 31, 1995, Petromoly had a negative working capital of
$(113,702), as compared to a negative working capital of $(148,361) at
December 31, 1994. The increase in working capital was primarily due to the
advances received from Petromoly's principal stockholder.
Operating activities for the year ended December 31, 1995, utilized cash
of $139,484 as compared to $219,918 for the year ended December 31, 1994. The
reduced utilization of cash resulted primarily from the lower net loss in
1995.
Cash flow of $142,219 was provided from financing activities for the
year ended December 31, 1995, as compared to $214,807 for the year ended
December 31, 1994. During 1995, $206,219 was provided by advances from
Petromoly's principal stockholder, and this was reduced by $64,000 of
repayments on the line of credit.
During July 1996, Petromoly sold 2,007,500 shares of its common stock at
$2.00 per share in a private offering to non-U.S. investors for total gross
proceeds of $4,015,000. These shares were exchanged for 2,007,500 of the
Company's shares as part of the exchange transaction described in Item 12.
As of September 30, 1996, Petromoly had a $65,000 revolving line of
credit with a bank which expires in December 1996. As of September 30, 1996,
Petromoly had no outstanding borrowings under this line of credit.
As of September 30, 1996, the Company had no material commitments for
capital expenditures.
ITEM 7. FINANCIAL STATEMENTS.
Please see pages F-1 through F-23.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
On September 19, 1996, the Company's former auditors resigned and the
Company engaged BDO Seidman, LLP as its independent accountants for the fiscal
year ended June 30, 1996. The details of this change in accountants has been
previously reported in the Company's Form 8-K dated September 19, 1996.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The directors and executive officers of the Company and its wholly-owned
subsidiary, their ages and positions held in the Company are as follows:
NAME AGE POSITIONS HELD AND TENURE
Gilbert Gertner 71 Chairman of the Board of the Company and
Chairman of the Board and Chief Executive
Officer of Petromoly
Robert Goldberg 46 President and Director of the Company
and Director of Petromoly
Fred Lehman 57 Vice President of Marketing of Petromoly
Lance Rosmarin 34 Secretary and Director of the Company and
Secretary, Treasurer and Director of
Petromoly
James Danner 47 President of Petromoly
Except for the fact that Gilbert Gertner is the step-father of Lance
Rosmarin, there is no family relationship between any officer and director of
the Company.
BUSINESS EXPERIENCE
The following is a brief account of the education and business
experience during at least the past five years of the Company's directors,
executive officers, and key employees, indicating the principal occupation and
employment during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.
GILBERT GERTNER has served as the Chairman of the Board of the Company
since July 22, 1996, and Chairman of the Board and CEO of Petromoly since
April 15, 1993.
Gilbert Gertner was born and raised in New York City and entered the
real estate business in New York in 1946 as a real estate salesman. He became
a partner in the firm, with holdings in several states consisting of
hospitals, motels and office buildings and other businesses.
In 1964, Mr. Gertner came to Houston where he had major holdings. In
1965 he entered the apartment business with a purchase of 1,900 apartments.
He became involved in general real estate and specifically in the area of
apartments, motels, mobile home parks, restaurant franchising, nursing homes,
hospitals, land developments and businesses.
From 1977 to 1992, he was the senior partner of Gertner, Aron, Ledet and
Lewis Investments, an investment company which was involved in apartment
construction, shopping center development, mini-warehouse development,
business purchases, financing and medical investments.
In 1992, Mr. Gertner formed his own company, Gertner Investments. He
serves on the Board of Directors of one of his companies, CXR Telecom
Communications, located in San Jose, California. He has served, or still
serves as Chairman of the Board of several public and privately held
corporations which include: DATA Systems Software, Inc. (NASDAQ -- DSSI),
which provides sophisticated software services and products to commercial and
military customers (1990 - 1991); Citadel Computer Systems, Inc. (NASDAQ --
NOFF), which produces a line of network security computer software (1992 to
present); GGR Oil, Inc., which manages a chain of Texaco Express Lube centers,
and Pennzoil related lube centers, located in Texas and Florida, which employs
over 100 people (1993 to present); and National Recycling Group, an oil and
oil filter recycling company (1994 to present).
He has owned and operated many hospitals, including Pasadena General,
Medical Arts Hospital Building, Southmore Hospital and Peachtree Hospital
(Atlanta), Villa Capri (Austin, Texas), and the Villa Inn (Dallas, Texas). He
has also owned and operated over 6,000 apartment units in Houston and
Pasadena, Texas.
In 1990, Mr. Gertner was honored with the Zionist Organization of
America ("ZOA") "Man of the Year" award, commending him has a civic leader and
humanitarian. Mr. Gertner is a member of Congregation Beth Yeshuran. He has
served in numerous communal activities in the UJA Prime Minister's Mission.
Mr. Gertner spends approximately 80% of his time on the Company's
business.
ROBERT GOLDBERG has served as President and a Director of the Company
since July 22, 1996, as President of Petromoly from April 15, 1993, until
September 3, 1996, and as a Director of Petromoly since April 15, 1993.
From 1986 until 1988, Mr. Goldberg was the General Manager of Gregg
Bingham's Ten Minute Oil'R Change, a small two store operation in the quick
lube industry in Houston. He joined Jiffy Lube International as Director of
Operations for 37 Houston area centers in 1988. During this period, Jiffy
Lube decided to sell all the company stores and Bob moved into franchise sales
for Jiffy Lube and became their leading salesman. After Jiffy Lube was
acquired by Pennzoil in 1990, Mr. Goldberg left the company. From 1990 until
June 1992, he consulted in the quick lube business, becoming known in the
Houston area for his expertise.
In June 1992, G.G.R. Oil, Inc. was formed, with Mr. Goldberg as
President and a director, to purchase two stores in the Houston market which
Texaco had been trying to operate, unsuccessfully. From this base, G.G.R.
Oil, Inc. has expanded to a total of 15 stores in Houston and West Palm Beach,
Florida. In the Houston market the stores operate under the name Texaco
Express Lube, while the stores in Florida are known as the Oil Connection.
Mr. Goldberg continues to serve as President of G.G.R. Oil, Inc.
Mr. Goldberg received an Engineering Degree from the University of
Michigan in 1972.
Mr. Goldberg spends approximately 15% of his time on the Company's
business.
LANCE ROSMARIN has served as Secretary and a Director of the Company
since July 22, 1996, and as Secretary, Treasurer and a Director of Petromoly
since April 15, 1993. Since 1993, he has been a partner in Gertner
Investments, an investment company with investments in real estate and other
businesses. From 1990 until 1993, Mr. Rosmarin was employed by Gertner, Aron,
Ledet and Lewis Investments. He has served as Secretary, Vice President and a
director of GGR Oil, Inc. since 1993, and as Vice President and a director of
National Recycling Group since 1994. He also served as Secretary, Vice
President and a director of Citadel Computer Systems, Inc., a public company,
from 1993 until March 1996.
Mr. Rosmarin received a Bachelor of Science Degree in Finance and
Marketing from the University of Texas in 1985, and an MBA Degree in Finance
from the University of Texas in 1988.
Mr. Rosmarin spends approximately 80% of his time on the Company's
business.
FRED LEHMAN was elected Vice President of Marketing of Petromoly on
September 3, 1996, and he has been employed by Petromoly since March 1994.
Mr. Lehman was employed by Pennzoil from 1962 until his retirement in 1990.
During his last eight years at Pennzoil, he was the national sales manager for
their commercial and industrial division. During his eight year tenure,
commercial and industrial sales grew from $3.7 million to $88 million.
JAMES DANNER was elected President of Petromoly on September 3, 1996,
and he has been employed by Petromoly since August 1, 1996. Mr. Danner
graduated from the University of Colorado in 1970 with a B.S. degree in
Business. He was an executive with Pennzoil Products from 1971 until July
1996. He served as Vice President of the Installed Marketing Division from
1994 until July 1996, and prior thereto he served for approximately fifteen
years as the Division Manager for the Northeastern United States. During Mr.
Danner's term, Pennzoil attained the number one market share in both the DIY
and installed market segments of the Passenger Car Motor Oil business. Mr.
Danner's Northeastern division was responsible for in excess of $250 million
in annual sales.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
No persons who were either a director, officer or beneficial owner of
more than 10% of the Company's Common Stock, failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year.
ITEM 10. EXECUTIVE COMPENSATION.
No executive officer received any compensation for the fiscal years
ended June 30, 1996, 1995 and 1994.
EMPLOYMENT AGREEMENTS
Effective August 1, 1996, Petromoly entered into five year employment
agreements with its four executive officers. The following table sets forth
the name and title of each person and their compensation for the first year of
their employment agreement.
ANNUAL AUTOMOBILE
NAME TITLE IN PETROMOLY SALARY ALLOWANCE
Gilbert Gertner Chairman of the Board $120,000 $950/month
and Chief Executive
Officer
James Danner President $103,000 $655/month
Fred Lehman Vice President of $ 78,000 $500/month
Marketing
Lance Rosmarin Secretary and Treasurer $ 60,000 $700/month
Mr. Gertner's agreement provides that his annual salary will increase to
$144,000 in the second year and to $180,000 in the third, fourth and fifth
years. All four officers may receive bonuses or other extraordinary
compensation as determined in the discretion of the Petromoly Board of
Directors.
All four agreements include a covenant not to engage in any business
that uses any of Petromoly's proprietary information regarding MSO2 or
Molydisulfide, that competes with Petromoly during the term of the agreement
and for a period of five years following the termination of the agreement.
STOCK OPTION PLAN
During July 1996, the Board of Directors adopted a Stock Option Plan
(the "Plan"), and on July 22, 1996, the Corporation's shareholders approved
the Plan by unanimous written consent. The Plan authorizes the issuance of
options to purchase up to 1,500,000 shares of the Company's Common Stock.
The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of the Company. The Board has
the power to determine at the time that the option is granted whether the
option will be an Incentive Stock Option (an option which qualifies under
Section 422 of the Internal Revenue Code of 1986) or an option which is not an
Incentive Stock Option. Vesting provisions are determined by the Board at the
time options are granted. The option price for any option will be no less
than the fair market value of the Common Stock on the date the option is
granted.
Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not
record any expense upon the grant of options, regardless of whether or not
they are incentive stock options. Generally, there will be no federal income
tax consequences to the Company in connection with Incentive Stock Options
granted under the Plan. With regard to options that are not Incentive Stock
Options, the Company will ordinarily be entitled to deductions for income tax
purposes of the amount that option holders report as ordinary income upon the
exercise of such options, in the year such income is reported.
During July and August 1996, the Board of Directors granted stock
options to the following officers, directors and employees of the Company, to
purchase shares of the Company's Common Stock at $2.00 per share. These
options expire during July and August 2001.
<TABLE>
<CAPTION>
NAME SHARES SUBJECT TO OPTION
<S> <C>
Gilbert Gertner 540,000
Robert Goldberg 60,000
Lance Rosmarin 50,000
James R. Danner 300,000<FN1>
Fred Lehman 150,000<FN2>
Stephen N. Peterson 15,000<FN3>
Patricia Lynn 10,000
Ron Jensen 5,000<FN4>
---------
Total 1,130,000
_______________
<FN>
<FN1>
Options to buy 100,000 shares vest on August 1, 1996; options to buy 65,000
shares vest on August 1, 1997; options to buy 65,000 shares vest on August 1,
1998; and options to buy 70,000 shares vest on August 1, 1999.
<FN2>
Options to buy 50,000 shares vest on August 1, 1996; options to buy 33,333
shares vest on August 1, 1997 and August 1, 1998; and options to buy 33,334
shares vest on August 1, 1999.
<FN3>
Options to buy 5,000 shares vest on July 31, 1997, July 31, 1998 and July 31,
1999.
<FN4>
Options vest on August 23, 1997.
</FN>
</TABLE>
During August 1996, the Company also granted an additional 310,000
options exercisable at $2.00 per share to three marketing and sales
consultants, a public relations consultant, and a legal consultant. As a
result of these options and the other options listed in the table above, the
Company has granted a total of 1,440,000 options out of a total of 1,500,000
available under the Plan.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of September 16, 1996, the stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, each officer and director
individually, and all officers and directors as a group. Each person has sole
voting and investment power over the shares except as noted.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF BENE- PERCENT
OF BENEFICIAL OWNERS FICIAL OWNERSHIP OF CLASS
<S> <C> <C>
Petromoly Capital Partners 12,500,000<FN1> 78.1%
9th Floor
1300 Post Oak Boulevard
Houston, Texas 77056
Gilbert Gertner 11,790,000<FN1><FN2> 71.2%
9th Floor
1300 Post Oak Boulevard
Houston, Texas 77056
Robert Goldberg 1,310,000<FN1><FN3> 8.2%
15010 Falling Creek
Houston, Texas 77068
Lance Rosmarin 50,000<FN4> .3%
9th Floor
1300 Post Oak Boulevard
Houston, Texas 77056
All Directors and Officers 13,300,000<FN1><FN2> 79.1%
as a Group (5 Persons) <FN3><FN4>
<FN5>
_______________________
<FN>
<FN1>
Petromoly Capital Partners is a Texas general partnership and Gilbert Gertner
and Robert Goldberg are the two general partners. Mr. Gertner owns 90% of the
partnership and Mr. Goldberg owns 10% of the Partnership.
<FN2>
Includes 540,000 shares underlying currently exercisable options held by Mr.
Gertner.
<FN3>
Includes 60,000 shares underlying currently exercisable options held by Mr.
Goldberg.
<FN4>
Includes 50,000 shares underlying currently exercisable options held by Mr.
Rosmarin.
<FN5>
Includes 150,000 shares underlying currently exercisable stock options held by
James Danner and Fred Lehman, officers of the Company's wholly-owned
subsidiary.
</FN>
</TABLE>
The Company knows of no arrangement or understanding, the operation of
which may at a subsequent date result in a change of control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
ACQUISITION OF WORLDWIDE PETROMOLY CORPORATION
On July 22, 1996, the Company completed the acquisition of 100% of the
outstanding common stock of Worldwide Petromoly Corporation ("Petromoly") in
exchange for 14,507,500 shares of the Company's Common Stock (approximately
90.6% of the shares now outstanding).
The stock issuances were made pursuant to the Agreement ("Agreement")
between the Company and Petromoly. The terms of the Agreement were the result
of negotiations between the managements of the Company and Petromoly.
However, the Board of Directors did not obtain any independent "fairness"
opinion or other evaluation regarding the terms of the Agreement, due to the
cost of obtaining such opinions or evaluations.
A total of 12,500,000 of the shares issued in connection with the
acquisition of Petromoly were issued to Petromoly Capital Partners, which is a
Texas general partnership. Gilbert Gertner and Robert Goldberg are the two
general partners and Mr. Gertner owns 90% of the partnership and Mr. Goldberg
owns 10% of the partnership.
TRANSACTIONS INVOLVED WORLDWIDE PETROMOLY CORPORATION ("PETROMOLY")
On January 1, 1996, Petromoly accepted a capital contribution from its
sole shareholder, Petromoly Capital Partners, a Texas general partnership (the
"Partnership"), of assets previously licensed to and utilized in Petromoly's
business, which assets the Board of Directors valued at $1,500,000. The
assets were conveyed to Petromoly under a Quitclaim Bill of Sale and
Assumption Agreement, which included a provision obligating Petromoly to pay a
certain obligation of the Partnership to Gilbert Gertner, when due, in an
amount not to exceed $90,000. This obligation has subsequently been paid in
full by the Company for $52,000. The assets contributed by the Partnership
will be recorded on the Company's financial statements at zero value because
generally accepted accounting principles require that such assets may not be
recorded in excess of their original cost basis.
The assets contributed by the Partnership will be recorded on the
Company's financial statements at zero value, because generally accepted
accounting principles require that such assets may not be recorded in excess
of their original cost basis.
<PAGE>
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) 3. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION LOCATION
3.1 Articles of Incorporation Incorporated by reference to
Exhibit 2.1 to the Registrant's
Form 10-SB Registration State-
ment filed on August 11, 1994
3.2 Bylaws Incorporated by reference to
Exhibit 2.2 to the Registrant's
Form 10-SB Registration State-
ment filed on August 11, 1994
10.1 Employment Agreement with Attached
Gilbert Gertner
10.2 Employment Agreement with Attached
James Danner
10.3 Employment Agreement with Attached
Fred Lehman
10.4 Employment Agreement with Attached
Lance Rosmarin
(b) REPORTS ON FORM 8-K. No Reports on Form 8-K were filed during the
fourth quarter of the Company's fiscal year ended June 30, 1996. However, a
Current Report on Form 8-K dated July 22, 1996 was filed by the Company on
August 2, 1996, reporting the acquisition of Worldwide Petromoly Corporation.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
Ogden, McDonald & Company (a development stage
enterprise) Financial Statements:
Reports of Independent Certified Public Accountants. . . .F-2 to F-3
Balance Sheet as of June 30, 1996. . . . . . . . . . . . .F-4
Statements of Operations for the Years Ended
June 30, 1996 and 1995 . . . . . . . . . . . . . . . . .F-5
Statements of Stockholders' Equity for the
Years Ended June 30, 1996 and 1995 . . . . . . . . . . .F-6
Statements of Cash Flows for the Years Ended
June 30, 1996 and 1995 . . . . . . . . . . . . . . . . .F-7
Notes to Financial Statements. . . . . . . . . . . . . . .F-8 to F-10
Worldwide Petromoly Corporation Financial Statements
Report of Independent Certified Public Accountants . . . .F-11
Balance Sheet as of December 31, 1995. . . . . . . . . . .F-12
Statements of Loss for the Years Ended
December 31, 1995 and 1994 . . . . . . . . . . . . . . .F-13
Statements of Capital Deficit for the
Years Ended December 31, 1995 and 1994 . . . . . . . . .F-14
Statements of Cash Flows for the Years
Ended December 31, 1995 and 1994 . . . . . . . . . . . .F-15
Notes to Financial Statements. . . . . . . . . . . . . . .F-16 to F-19
Unaudited Pro Forma Combined Financial Statements
Unaudited Pro Forma Combined Balance Sheet
as of June 30, 1996. . . . . . . . . . . . . . . . . . .F-20
Unaudited Pro Forma Statements of Loss
for the Year Ended December 31, 1995 . . . . . . . . .F-21
Notes to Unaudited Pro Forma Combined
Financial Statements . . . . . . . . . . . . . . . . . .F-22 to F-23
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders of
Ogden, McDonald & Company
We have audited the accompanying balance sheet of Ogden, McDonald & Company
(the "Company" a development stage enterprise) as of June 30, 1996, and the
related statements of operations, stockholders' equity and cash flows for the
year then ended. We have also audited the statements of operations and cash
flows for the period from inception (October 13, 1989) through June 30, 1996,
except that we did not audit these financial statements for the period from
inception (October 13, 1989) to June 30, 1995. Those statements were audited
by other auditors whose report dated July 25, 1995, expressed an unqualified
opinion on those statements. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note 4, the Company executed a reverse merger on July 22,
1996, and acquired all of the outstanding common stock of Worldwide Petromoly
Corporation, a privately-held Texas corporation engaged in the marketing and
sale of engine lubrication products.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of Ogden, McDonald & Company at June 30,
1996, and the results of its operations and its cash flows for the year then
ended, and the period from inception (October 13, 1989) to June 30, 1996 in
conformity with generally accepted accounting principles.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Houston, Texas
October 4, 1996
F-2
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders of
Ogden, McDonald & Company
We have audited the accompanying statements of operations, stockholders'
equity and cash flows of Ogden, McDonald & Company (a development stage
enterprise) for the year ended June 30, 1995. We have also audited the
statements of operations and cash flows from inception (October 13, 1989)
through June 30, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Ogden,
McDonald & Company for the year ended June 30, 1995 and for the period from
inception (October 13, 1989) to June 30, 1995 in conformity with generally
accepted accounting principles.
/s/ Kish,Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Englewood, Colorado
July 25, 1995
F-3
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
BALANCE SHEET
June 30, 1996
Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . $ -
-------
Liabilities and Stockholders' Equity
Liabilities . . . . . . . . . . $ -
-------
Stockholders' Equity (Notes 2 and 4):
Common stock, no par value, 800,000,000 shares authorized;
500,000 shares issued and outstanding. . . . . . . . . . 500
Preferred stock, no par value, 10,000,000 shares
authorized; no shares issued and outstanding . . . . . . . -
Deficit accumulated during the development stage . . . . . . (500)
------
Total Stockholders' Equity . . . . . . . . . . . . . . . -
------
$ -
------
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
STATEMENTS OF OPERATIONS
Cumulative from
October 13, 1989 Year Ended June 30,
(inception) to -------------------------
June 30, 1996 1996 1995
---------------- ---------- ----------
REVENUES . . . . . . . . . . $ - $ - $ -
EXPENSES . . . . . . . . . . 500 - -
---------- ---------- ----------
NET LOSS . . . . . . . . . . $ 500 $ - $ -
---------- ---------- ----------
Net Loss Per Common Share. . $ - $ -
---------- ----------
Common Shares Outstanding
(Notes 1 and 4). . . . . . 1,500,000 1,500,000
---------- ----------
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock During the
------------------ Development
Shares Amount Stage Total
-------- ------ ----------- -----
BALANCE, at October 13, 1989 . . - $ - $ - $ -
Issuance of common stock on
October 13, 1989 for services
provided at $.001 per share. . 500,000 500 (500) -
-------- ------ ----------- -----
BALANCE, at June 30, 1989, 1990,
1991, 1992, 1993, 1994, 1995
and 1996 (Note 4). . . . . . . 500,000 $ 500 $ (500) $ -
-------- ------ ----------- -----
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
Cumulative
From
October 13, 1989
(inception) to Year Ended June 30,
June 30, 1996 1996 1995
---------------- -------- --------
OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . $ (500) $ - $ -
Adjustments to reconcile net loss to net
cash provided by operating activities:
Services provided, not paid in cash. 500 - -
-------- ------ ------
Net cash provided from operating
activities and cash balance at
end of year . . . . . . . . . . . $ - $ - $ -
-------- ------ ------
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash, investing and financing
activities:
Issuance of common stock for services $ 500 $ - $ -
------- ------ ------
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
On October 13, 1989, Ogden, McDonald & Company (the Company) was incorporated
under the laws of Colorado, to engage in selected mergers and acquisitions,
without limitation as to the nature of the business operations or geographic
area of the acquisition candidate.
DEVELOPMENT STAGE
As of June 30, 1996, the Company is a "shell" company in the development stage
and has had no operations through June 30, 1996 other than issuing stock to
its original stockholders (see Note 4).
INCOME TAXES
The Company has made no provision for income taxes because there have been no
operations to date generating taxable income for financial statement or tax
purposes.
MANAGEMENT'S ESTIMATES AND ASSUMPTIONS
The accompanying financial statements are prepared in conformity with
generally accepted accounting principles which requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The actual results could differ from those
estimates.
STATEMENT OF CASH FLOWS
For purposes of the statement of cash flows, the Company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.
The Company made no payments of income taxes or interest during any of the
periods presented.
NET LOSS PER COMMON SHARE
The net loss per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding after restatement
for the 3-for-1 stock split (see Note 4) for the years ended June 30, 1996 and
1995.
F-8
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
NEW ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Boards ("FASB") issued
Statement of Financial Accounting Standards No. 121 "Accounting for Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS No.
121"). SFAS No. 121 requires, among other provisions, that impairment losses
on assets to be held, and gains or losses from assets that are expected to be
disposed of, be included as a component of income from continuing operations.
This statement is effective for fiscal years beginning after December 15,
1995, with prospective application. The Company will adopt SFAS No. 121 in
fiscal 1997 and its implementation is not expected to have a material effect
on the financial statements.
In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation" ("SFAS No. 123"). SFAS No. 123 encourages entities to adopt the
fair value method in place of the provision of Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB No. 25"), for
all arrangements under which employees receive shares of stock or other equity
instruments of the employer or the employer incurs liabilities to employees in
amounts based on the price of its stock. The Company will evaluate the
adoption of the fair value method encouraged by SFAS No. 123.
NOTE 2 - CAPITAL STOCK AND CAPITAL IN EXCESS OF PAR VALUE
COMMON STOCK AND PREFERRED STOCK
The Company initially authorized 800,000,000 shares of no par value common
stock and 10,000,000 of no par value preferred stock.
On October 13, 1989, the Company issued 500,000 shares of common stock for
services valued at $.001 per share. No dividends have been declared through
June 30, 1996.
NOTE 3 - RELATED PARTY EVENTS
The Company maintained its principal offices in space provided by an officer
of the Company on a rent free basis until July 22, 1996 which was located in
Denver, Colorado.
NOTE 4 - SUBSEQUENT EVENTS
On July 22, 1996, the Company effected a 3-for-1 stock split which increased
its issued and outstanding common stock to 1,500,000 shares.
On July 22, 1996, the Company through a reverse merger (the "Exchange"),
acquired all of the outstanding common stock of Worldwide Petromoly
Corporation ("Petromoly") a privately-held Texas corporation engaged in the
marketing and sale of engine lubrication products. In accordance with the
Exchange, the Company offered one share of its common stock for each share of
Petromoly's common stock issued and outstanding, or a total of 14,507,500
restricted shares.
F-9
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
NOTE 4 - SUBSEQUENT EVENTS (Continued)
The historical audited financial statements of Petromoly and the unaudited pro
forma combined financial statements of the Company and Petromoly are included
elsewhere in this Form 10-KSB.
In connection with the Exchange, 1,500,000 shares of the Company's common
stock were reserved for issuance pursuant to the 1996 Stock Option Plan (the
"Plan"). During July and August 1996, the Company granted 1,440,000 options
at $2.00 per share of the 1,500,000 shares available under the Plan, including
1,130,000 options granted to certain officers, directors and employees and
310,000 options to outside parties under consulting agreements. The Company
believes the $2.00 per share option grant price approximates fair value based
on Petromoly's private offering of $2.00 per share to unrelated investors
during July 1996, and the one-for-one share exchange with the Company in
connection with the July 22, 1996 reverse merger. As of September 30, 1996,
there has been no exercise of options previously granted.
F-10
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
To the Stockholder of
Worldwide Petromoly Corporation
We have audited the accompanying balance sheet of Worldwide Petromoly
Corporation (the "Company") as of December 31, 1995, and the related
statements of loss, capital deficit and cash flows for the years ended
December 31, 1995 and 1994. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Notes 2 and 4, the Company executed a reverse merger on July
22, 1996, and all of its outstanding common stock was acquired by Ogden,
McDonald & Company, a Colorado public "shell" company and development stage
enterprise.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Worldwide Petromoly
Corporation, at December 31, 1995, and the results of its operations and its
cash flows for the years ended December 31, 1995 and 1994 in conformity with
generally accepted accounting principles.
_____________________________
BDO Seidman, LLP
Houston, Texas
May 8, 1996, except as to Notes 1, 2, 3 and 7
as to which the date is October 4, 1996
F-11
<PAGE>
WORLDWIDE PETROMOLY CORPORATION
BALANCE SHEET
DECEMBER 31, 1995
ASSETS (Note 3)
Current
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,117
Accounts receivable:
Trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,874
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,588
---------
$ 34,579
---------
LIABILITIES AND CAPITAL DEFICIT
Current liabilities
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . $ 34,750
Accrued expenses (Note 5) . . . . . . . . . . . . . . . . . . . 113,531
---------
Total current liabilities . . . . . . . . . . . . . . . . . . . . 148,281
Advances from stockholder (Note 2). . . . . . . . . . . . . . . . 428,822
---------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . 577,103
---------
COMMITMENTS (Note 6). . . . . . . . . . . . . . . . . . . . . . . -
---------
Capital deficit
Common stock, $.10 par, 1,000,000
shares authorized; 10,000 shares
issued and outstanding. . . . . . . . . . . . . . . . . . . . 1,000
Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (543,524)
---------
Total capital deficit . . . . . . . . . . . . . . . . . . . . . . (542,524)
---------
$ 34,579
---------
The accompanying notes are an integral part of these financial statements.
F-12
<PAGE>
WORLDWIDE PETROMOLY CORPORATION
STATEMENTS OF LOSS
Year Ended December 31,
-------------------------
1995 1994
---------- ----------
Net sales . . . . . . . . . . . . . . . . . . .$ 417,579 $ 342,465
Cost of sales . . . . . . . . . . . . . . . . . 329,969 265,039
---------- ----------
Gross profit. . . . . . . . . . . . . . . . . . 87,610 77,426
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . 271,683 298,306
---------- ----------
Loss from Operations. . . . . . . . . . . . . . (184,073) (220,880)
---------- ----------
Other Income (Expense):
Miscellaneous . . . . . . . . . . . . . . . . 16,195 7,802
Interest . . . . . . . . . . . . . . . . . . (3,682) (1,583)
---------- ----------
Total Other Income, net . . . . . . . . . . . . 12,513 6,219
---------- ----------
Net Loss. . . . . . . . . . . . . . . . . . . .$ (171,560) $ (214,661)
---------- ----------
The accompanying notes are an integral part of these financial statements.
F-13
<PAGE>
WORLDWIDE PETROMOLY CORPORATION
STATEMENTS OF CAPITAL DEFICIT
Common Stock
----------------
Shares Amount Deficit Total
------ ------- ----------- ----------
BALANCE, December 31, 1993. . . 10,000 $ 1,000 $ (157,303) $(156,303)
Net loss. . . . . . . . . . . . - - (214,661) (214,661)
------ ------- ---------- ---------
BALANCE, December 31, 1994. . . 10,000 1,000 (371,964) (370,964)
Net loss. . . . . . . . . . . . - - (171,560) (171,560)
------ ------- ---------- ----------
BALANCE, December 31, 1995. . . 10,000 $ 1,000 $ (543,524) $ (542,524)
------ ------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
F-14
<PAGE>
WORLDWIDE PETROMOLY CORPORATION
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash
Year Ended December 31,
--------------------------
1995 1994
----------- -----------
Cash Flows From Operating Activities:
Net loss. . . . . . . . . . . . . . . . . . .$ (171,560) $ (214,661)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in assets and liabilities:
Accounts receivable . . . . . . . . . . (24,311) (7,150)
Advances to vendor. . . . . . . . . . . 45,000 (45,000)
Accounts payable. . . . . . . . . . . . 25,628 9,122
Accrued expenses. . . . . . . . . . . . (14,241) 37,771
---------- ----------
Net cash used in operating activities . . . . . (139,484) (219,918)
---------- ----------
Cash Flows From Financing Activities:
Net borrowings (repayments) on line of credit (64,000) 64,000
Advances from stockholder . . . . . . . . . . 206,219 150,807
---------- ----------
Net cash provided by financing activities . . . 142,219 214,807
---------- ----------
Net increase (decrease) in cash . . . . . . . . 2,735 (5,111)
Cash at beginning of year . . . . . . . . . . . 382 5,493
---------- ----------
Cash at end of year . . . . . . . . . . . . . .$ 3,117 $ 382
---------- ----------
Supplemental Cash Flow Information:
Interest paid . . . . . . . . . . . . . . . .$ 3,682 $ 1,583
---------- ----------
The accompanying notes are an integral part of these financial statements.
F-15
<PAGE>
WORLDWIDE PETROMOLY CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
Worldwide Petromoly Corporation (the Company), was incorporated in the state
of Texas on April 1, 1993. The Company markets and distributes a line of
engine lubrication products under the trade name "Petromoly". The Company
contracts with an independent party for the blending of its lubricant
products.
On July 22, 1996, the Company was acquired through a reverse merger by Ogden,
McDonald & Company ("Ogden McDonald"), a Colorado public "shell" company and
development stage enterprise (see Note 7).
REVENUE RECOGNITION
Revenue is recognized when the product is shipped to the customer.
INCOME TAXES
Deferred income taxes result from the temporary differences between the
financial statement and income tax basis of assets and liabilities (see Note
4).
MANAGEMENT'S ESTIMATES AND ASSUMPTIONS
The accompanying financial statements are prepared in conformity with
generally accepted accounting principles which requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The actual results could differ from those
estimates.
PRODUCT WARRANTY
The Company maintains product liability insurance for claims, if any,
resulting from the use of the "Petromoly" product.
CONCENTRATION OF CREDIT RISK AND RISKS AND UNCERTAINTIES
The Company extends credit to its customers in various industries throughout
the United States. Sales derived from a single customer for the years ended
December 31, 1995 and 1994, represented 80% and 59%, respectively, of total
sales. As a result of excess inventory levels and certain internal matters,
this significant customer ceased purchases from the Company in June 1996, and
is not expected to resume purchases until early 1997.
STATEMENT OF CASH FLOWS
For the purpose of the statement of cash flows, the Company considers demand
deposits and highly liquid debt instruments with a maturity of three months or
less to be cash equivalents.
F-16
<PAGE>
WORLDWIDE PETROMOLY CORPORATION
NOTES TO FINANCIAL STATEMENTS
NEW ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Boards ("FASB") issued
Statement of Financial Accounting Standards No. 121 "Accounting for Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS No.
121"). SFAS No. 121 requires, among other provisions, that impairment losses
on assets to be held, and gains or losses from assets that are expected to be
disposed of, be included as a component of income from continuing operations.
This statement is effective for fiscal years beginning after December 15,
1995, with prospective application. The Company will adopt SFAS No. 121 in
fiscal 1997 and its implementation is not expected to have a material effect
on the financial statements.
In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation" ("SFAS No. 123"). SFAS No. 123 encourages entities to adopt the
fair value method in place of the provision of Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB No. 25"), for
all arrangements under which employees receive shares of stock or other equity
instruments of the employer or the employer incurs liabilities to employees in
amounts based on the price of its stock. The Company will evaluate the
adoption of the fair value method encouraged by SFAS No. 123.
NOTE 2 - FINANCIAL CONDITION
Since inception, the Company has incurred operating losses and at December 31,
1995 had a negative working capital position of $113,702 and a stockholders'
deficit totalling $542,524. Since inception, the Company has been dependent
on its principal stockholder for advances to meet its working capital
requirements. At December 31, 1995, these unsecured non-interest bearing
advances totalled $428,822. The principal stockholder has deferred repayment
of these unsecured advances through January 1, 1997, unless excess cash flow
allows the repayment prior to that date. Also, the principal stockholder has
pledged continued financial support of the Company's working capital
requirements through January 1, 1997.
During July 1996, the Company raised net proceeds of $3,916,000 in a private
offering and completed a reverse merger with Ogden McDonald, whereby it is now
a wholly-owned subsidiary of this public "shell" company.
NOTE 3 - BORROWING FACILITY
At December 31, 1995, the Company had a $65,000 revolving line of credit
facility with a bank, which expires December 1996. Any borrowings under the
line of credit bear interest at 10%, are collateralized by substantially all
of the Company's assets and are guaranteed by the principal stockholder. At
December 31, 1995, the Company had no outstanding borrowings under this
agreement.
As of May 8, 1996, the Company had borrowed $65,000 under the line of credit,
which was subsequently paid on July 24, 1996.
NOTE 4 - INCOME TAXES
Deferred taxes are determined based on the temporary differences between the
financial statement and income tax basis of assets and liabilities as measured
by the enacted tax rates which will be in effect when these differences
reverse. F-17
<PAGE>
WORLDWIDE PETROMOLY CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES (Continued)
Deferred tax assets are comprised of the following at December 31, 1995:
Net operating loss carryforwards . . . . . . $ 154,000
Lawsuit settlement . . . . . . . . . . . . . 31,000
---------
Gross deferred tax asset . . . . . . . . . . 185,000
Valuation allowance. . . . . . . . . . . . . (185,000)
---------
Net deferred tax asset . . . . . . . . . . . $ -
---------
The Company has recorded a full valuation allowance against all deferred tax
assets due to the uncertainty of ultimate realization.
At December 31, 1995, the Company had net operating loss carryforwards
totalling approximately $454,000 available to reduce future taxable income
through the year 2010. The net operating loss carryforwards expire as
follows:
Year ended December 31, Amount
----------------------- ---------
2008 . . . . . . . . . . . . . . . . . . . . $ 67,000
2009 . . . . . . . . . . . . . . . . . . . . 215,000
2010 . . . . . . . . . . . . . . . . . . . . 172,000
---------
$ 454,000
NOTE 5 - LAWSUIT SETTLEMENT
On formation of the Company, the Company agreed to indemnify the principal
stockholder for any payments made by such stockholder resulting from or
arising out of a lawsuit settlement totalling $90,000, which lawsuit was filed
by a third party against the former distributor of the "Petromoly" product,
and the principal stockholder. Accordingly, this amount is included in
accrued expenses at December 31, 1995. The settlement is to be paid by such
stockholder from future available cash flows paid to such stockholder from the
sales of "Petromoly". As of May 8, 1996, no amounts have been paid in
accordance with the settlement agreement.
NOTE 6 - COMMITMENTS
The Company leases its office space under a long-term operating lease
agreement. At December 31, 1995, future minimum lease payments under this
operating lease were as follows:
Amount
--------
1996 . . . . . . . . . . . . . . . . . . . . $ 27,000
1997 . . . . . . . . . . . . . . . . . . . . 21,000
--------
$ 48,000
Since October 1994, the Company has subleased a portion of its office space to
an affiliated company on a monthly basis. For the years ended December 31,
1995 and 1994, rent expense totalled approximately $14,000 and $13,000,
respectively, net of sublease rental income of $13,000 and $3,000,
respectively. F-18
<PAGE>
WORLDWIDE PETROMOLY CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - SUBSEQUENT EVENTS
In February 1996, the principal stockholder borrowed $50,000 on behalf of the
Company from a bank. On May 28, 1996, the principal stockholder assigned the
note payable to the Company and personally guaranteed the note. The note bore
interest at 10.5% and was subsequently paid on July 25, 1996.
On July 15, 1996, the Company amended its Articles of Incorporation to:
increase its authorized common stock from 1,000,000 to 20,000,000 shares;
change its par value from $.10 to $.001 per share; and reclassify and
automatically exchange each share of issued stock from one share, $.10 par
value, for 1,250 shares, $.001 par value.
Between July 15-22, 1996, the Company sold 2,007,500 shares of its common
stock at $2.00 per share in a private offering to non-U.S. investors for total
net proceeds of $3,916,000. These shares were exchanged for 2,007,500 of
Ogden McDonald's shares in connection with the reverse merger.
On July 22, 1996, a reverse merger was consummated, whereby Ogden McDonald
offered one share of its common stock for each share of the Company's issued
and outstanding common stock, or a total of 14,507,500 restricted shares. The
Company became a wholly-owned subsidiary of Ogden McDonald as of that date.
The historical audited financial statements of Ogden McDonald and the
unaudited pro forma combined financial statements of the Company and Ogden
McDonald are included elsewhere in this Form 10-KSB.
In connection with the reverse merger, 1,500,000 shares of Ogden McDonald's
common stock were reserved for issuance pursuant to the 1996 Stock Option Plan
which includes officers of the Company.
In August 1996, the Company entered into five year employment agreements with
four officers at a combined annual salary of $361,000 (subject to escalation)
plus a combined annual automobile allowance of $33,660.
F-19
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
WORLDWIDE PETROMOLY CORPORATION
UNAUDITED PROFORMA COMBINED BALANCE SHEET
Ogden, Worldwide
McDonald Petromoly
& Company Corporation Pro Pro
June 30, December 31, Forma Forma
1996 1995 Adjustments Combined
------- ----------- ----------- ----------
ASSETS
Current
Cash . . . . . . . . . . . $ - $ 3,117 $3,916,000 $3,919,117
Accounts receivable
Trade . . . . . . . . . . . - 27,874 - 27,874
Other . . . . . . . . . . . - 3,588 - 3,588
------ --------- ---------- ----------
$ - $ 34,579 $3,916,000 $3,950,579
------ --------- ---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
(CAPITAL DEFICIT)
Current
Accounts payable . . . . . $ - $ 34,750 $ - $ 34,750
Accrued expenses . . . . . - 113,531 - 113,531
------ --------- ---------- ----------
Total current liabilities. . - 148,281 - 148,281
Advances from stockholder. . - 428,822 - 428,822
------ --------- ---------- ----------
Total liabilities. . . . . . - 577,103 - 577,103
------ --------- ---------- ----------
Stockholders' Equity (Capital
Deficit)
Common stock . . . . . . . 500 1,000 3,916,000 3,917,500
Preferred stock. . . . . . - - - -
Deficit. . . . . . . . . . (500) (543,524) - (544,024)
------ --------- ---------- ----------
- (542,524) 3,916,000 3,373,476
------ --------- ---------- ----------
$ - $ 34,579 $3,916,000 $3,950,579
------ --------- ---------- ----------
See accompanying notes to unaudited pro forma combined financial statements.
F-20
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
WORLDWIDE PETROMOLY CORPORATION
UNAUDITED PROFORMA COMBINED STATEMENTS OF LOSS
Ogden, Worldwide
McDonald Petromoly
& Company Corporation
Year Ended Year Ended Pro Pro
June 30, December 31, Forma Forma
1996 1995 Adjustments Combined
---------- ----------- ----------- ---------
Net sales. . . . . . . . . $ - $ 417,579 $ - $ 417,579
Cost of sales. . . . . . . - 329,969 - 329,969
--------- --------- ----------- ---------
Gross profit . . . . . . . - 87,610 - 87,610
Selling, general and
administrative expenses. - 271,683 - 271,683
--------- --------- ----------- ---------
Loss from Operations . . . - (184,073) -
(184,073)
--------- --------- ----------- ---------
Other Income (Expense):
Miscellaneous. . . . . . - 16,195 - 16,195
Interest . . . . . . . . - (3,682) - (3,682)
--------- --------- ----------- ----------
Total Other Income, net. . - 12,513 - 12,513
--------- --------- ----------- ----------
Net Loss . . . . . . . . . $ - $(171,560) $ - $ (171,560)
--------- --------- ----------- ----------
Loss Per Share . . . . . . $ - $ (.01)
--------- ----------
Weighted Average Number
of Common Shares
Outstanding . . . 1,500,000 16,007,500
--------- ----------
See accompanying notes to unaudited pro forma combined financial statements.
F-21<PAGE>
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
WORLDWIDE PETROMOLY CORPORATION
NOTES TO UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The unaudited pro forma combined financial statements give effect to the July
22, 1996 reverse merger (the "Exchange") whereby Ogden, McDonald & Company
(the "Registrant") acquired all of the outstanding common stock of Worldwide
Petromoly Corporation ("Petromoly"), as if the Exchange occurred on July 1,
1995. The unaudited pro forma information includes the historical financial
statements of the Registrant for its fiscal year ended June 30, 1996, and the
historical financial statements of Petromoly for its fiscal year ended
December 31, 1995, which are included elsewhere in this Form 10-KSB. These
unaudited pro forma financial statements may not be indicative of the results
that actually would have occurred if the combination had been in effect on the
dates indicated or which may be obtained in the future. The unaudited pro
forma financial statements should be read in conjunction with the audited
historical financial statements of the Registrant and Petromoly.
NOTE 2 - PRO FORMA ADJUSTMENTS
CAPITAL TRANSACTIONS -
In anticipation of the Exchange, the following capital transactions occurred:
On July 15, 1996, Petromoly amended its Articles of Incorporation to:
increase its authorized common stock from 1,000,000 to 20,000,000 shares;
change the par value from $.10 to .001 per share; and reclassify and
automatically exchange each share of issued stock from one share, $.10 par
value, for 1,250 shares, $.001 par value.
Between July 15-22, 1996, Petromoly sold 2,007,500 shares of its common stock
at $2.00 per share in a private offering to non-U.S. investors for total net
proceeds of $3,916,000. These shares were exchanged for 2,007,500 of the
Registrant's shares as part of the Exchange.
On July 22, 1996, the Registrant effected a 3-for-1 stock split which
increased its issued and outstanding common stock to 1,500,000 shares.
In accordance with the Exchange agreement, on July 22, 1996, the Registrant
offered one share of its common stock for each share of Petromoly's common
stock issued and outstanding, or a total of 14,507,500 restricted shares
(after the 3-for-1 stock split).
The accompanying unaudited pro forma financial statements reflect the net
proceeds from Petromoly's private offering and the effect of the Registrant's
3-for-1 stock split whereby its common stock issued and outstanding
immediately after the above transactions was 16,007,500 shares consisting of
1,500,000 original shares issued (after the 3-for-1 stock split) and the
reverse merger issuance of 14,507,500 shares concurrent with Petromoly's
private offering (after the 3-for-1 stock split). Accordingly, the weighted
average number of common shares outstanding in the accompanying unaudited pro
forma combined statements of loss have been adjusted to reflect the 3-for-1
stock split.
F-22
<PAGE>
OGDEN, MCDONALD & COMPANY
(a development stage enterprise)
WORLDWIDE PETROMOLY CORPORATION
NOTES TO UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS
NOTE 3 - SALES TO SIGNIFICANT CUSTOMER
The accompanying unaudited combined pro forma statements of operations include
Petromoly sales to a significant customer which represented 80% of such sales
for the year ended December 31, 1995. During 1996, there has been a
curtailment of sales with this significant customer. Please refer to Note 1
"Concentration of Credit Risk and Risks and Uncertainties" in the historical
financial statements of Petromoly included elsewhere in this Form 10-KSB.
F-23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: October 7, 1996 OGDEN, MCDONALD & COMPANY
By:/s/ Robert Goldberg
Robert Goldberg, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board
/s/ Gilbert Gertner and Director October 7, 1996
Gilbert Gertner
President and Director
/s/ Robert Goldberg (Chief Executive Officer) October 7, 1996
Robert Goldberg
Secretary and Director
/s/ Lance Rosmarin (Chief Financial and
Lance Rosmarin Accounting Officer) October 7, 1996
GILBERT GERTNER
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 1st day of August 1996, effective as of the 1st day of August 1996, by
and between Worldwide Petromoly Corporation (hereinafter referred to as
"Petromoly") a Delaware Corporation, having its principal place of business at
16945 Northchase Drive, Suite 1570, Houston, Texas 77060 and Gilbert Gertner (
hereinafter referred to as "Employee").
RECITALS:
1. Petromoly desires to retain Employee as its Chairman of the Board
of Directors and Chief Executive Officer.
2. Employee desires to be retained by Petromoly in such capacity.
3. The parties to this Agreement wish to reduce to writing their
prior oral understanding and agreement as to employment and compensation of
Employee.
NOW, THEREFORE, in consideration of the representations, warranties and
mutual promises hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT. Petromoly hereby retains Employee and Employee hereby
accepts the position of Chairman of the Board of Directors and Chief Executive
Officer of the Petromoly in the Houston, Texas, office of Petromoly (or in
such other position and/or locations as may be mutually agreed upon) upon the
terms and conditions hereinafter set forth.
2. TERM. Subject to the provisions for termination as hereinafter
provided, the term of this Agreement (the "Term") shall commence on the 1st
day of August1996,and shall terminate on July 31, 2001. After July 31, 2001,
the parties may extend this Agreement for additional periods of time and at
such compensation as is mutually agreed upon by the parties from time to time
upon the execution of a mutually agreed written Extension Agreement prior to
the end of the Term or any extension thereof. Such additional extensions shall
be valid until written notice of termination is delivered by either party
thirty (30) days in advance of the termination date of this Agreement. if the
parties to this Agreement fall to execute an Extension Agreement, unless
otherwise terminated, this Agreement shall be automatically renewed for an
additional twelve (12) month period from the expiration of the Term, or from
the end of any period covered by any subsequently executed extension, under
the same terms and conditions applicable at the end of the Term, or as may be
amended in writing, and shall automatically renew in such manner each year
thereafter.
3. DUTIES. During the Term of this agreement the Employee agrees to
serve as Chairman of the Board of Directors and Chief Executive Officer of
Petromoly, except as may be modified by the written agreement of the parties
hereto. In his capacity Chairman of the Board of Directors and Chief
Executive Officer, Employee will be directly involved in advising Management
and the Board of Directors on general business matters and financial
transactions involving Petromoly and will perform such duties and
responsibilities for Petromoly as may from time to time be assigned to him by
the Board of Directors of Petromoly. Employee shall have direct involvement
in all areas of Petromoly, and shall report directly to the Board of
Directors of Petromoly. Employee shall have no responsibility for payroll
nor for the filing of any payroll tax return, nor for payment of any tax of
any kind that may be due or payable by Petromoly or any of its divisions.
4. COVENANT NOT TO COMPETE. Employee agrees that he will not, either
directly or indirectly, carry on or engage in any business that uses any of
Petromoly's proprietary information regarding MSO2, Molydisulfide, that
competes with the business conducted by Petromoly during the initial term of
this contract, and for a total of five (5) years following the later of the
expiration of the initial term, or any extension of this contract.
5. COMPENSATION. As compensation for all services rendered by
Employee under this Agreement, Petromoly shall pay Employee as follows:
(a) BASE SALARY. Employee shall receive a base salary of the
following monthly amounts which shall be payable on the last business day of
each month, beginning August 1, 1996:
PERIOD MONTHLY SALARY
August 1, 1996 - July 31, 1997 $10,000
August 1, 1997 - July 31, 1998 $12,000
August 1, 1998 - July 31, 1999 $15,000
August 1, 1999 - July 31, 2000 $15,000
August 1, 2000 - July 31, 2001 $15,000
(b) BONUS. Employee may receive other bonuses or other
extraordinary compensation as determined in the discretion of the Board of
Directors of Petromoly. Such bonuses shall be paid at such times and in such
amounts as the Board of Directors may determine.
(c) WITHHOLDING FOR TAXES. All payments under this Agreement
shall be subject to federal withholding and other applicable taxes.
6. AUTOMOBILE ALLOWANCE. Petromoly shall pay Employee an automobile
allowance of $950.00 per month, payable on the last business day of each
month. Employee shall, at his own cost and expense, procure an automobile for
use in Petromoly's business. Employee shall further procure and maintain in
force an automobile liability policy covering such automobile in the minimum
amount of $1,000,000 for bodily injury or death in one accident, $1,000,000
for bodily injury or death to one person in one accident and $100,000 for
property damage in one accident. Employee shall deliver to Petromoly a true
copy of such automobile liability insurance policy. Employee shall further,
at his own cost and expenses, maintain such automobile in proper operating
condition. In lieu of such allowance, Petromoly may provide an automobile
satisfactory to Employee and pay insurance and maintenance costs thereof;
provided however, that if Employee has acquired an automobile for use in
Petromoly's business, Petromoly may not substitute the provision of an
automobile except upon twelve months' notice.
7. EMPLOYEE BENEFITS.
(a) Petromoly shall include Employee and his dependents under
Petromoly's current major medical benefit plan at no cost to Employee.
(b) Employee shall be entitled to participate in any Employee
benefit plans or agreements maintained or adopted in the future by Petromoly
relating to retirement, health, disability, dental, group term life insurance,
paid holidays, and other related benefits offered to Employees generally by
Petromoly.
8. VACATION. Employee shall be entitled each year to annual vacation,
personal and sick leave at the Employee's discretion.
9. WORKING FACILITIES. Employee shall be furnished with a private
office at Petromoly's principal executive office (at which he shall be
stationed). Employee shall also be provided with a secretary and such other
facilities and services, suitable to his position and adequate for the
performance of his duties.
10. BUSINESS EXPENSES. Petromoly shall pay all costs and expenses
incurred by Employee for all reasonable travel and other expenses incurred by
Employee in performing his obligations under this Agreement. Such
reimbursement will be made on or before the end of the first Pay Period
following the date the expenses are submitted by Employee to Petromoly.
Employee shall be reimbursed for the monthly service costs of a cellular phone
for Employee's use.
11. TERMINATION OF AGREEMENT. This agreement shall not be terminated
prior to the expiration of its term or any extension thereof, except upon the
mutual consent of the parties hereto, or in the event of the death or
permanent total disability of Employee, or for due cause, upon the good faith
determination by the Board of Directors of Petromoly that "due cause" exists
for the termination of the relationship created in this Agreement. As used
herein, the term "due cause" shall include, but is not limited to, the
following events which are only used herein for illustrative purposes:
(i) any intentional misapplication by Employee of
Petromoly's funds, or any other act of dishonesty injurious to Petromoly
committed by Employee; or
(ii) Employee's conviction of a crime involving moral
turpitude, or
(iii) Employee's breach, nonperformance or non-observance
in any material respect of a material term of this agreement, including his
duties and obligations as an Employee, if such breach, non performance or non
observance shall continue beyond a period of five (5) business days
immediately after notice thereof by Petromoly to Employee; or
(iv) any other action by Employee involving willful and
deliberate malfeasance or gross negligence in the performance of Employee's
duties.
12. SEVERANCE PAYMENTS.
(a) If this agreement is terminated due to the death or
disability of Employee, no severance payments shall be due to Employee.
(b) In addition to the foregoing amounts, Employee shall be
entitled upon termination for whatever cause to any unpaid salary and bonus
pay. Such amounts shall be paid in a lump sum within 30 days after the
effective date of his termination of this Agreement. Any options to purchase
shares which would be exercisable during the Term of this Agreement or any
extension thereof shall become fully exercisable upon the termination of this
Agreement.
13. WAIVER OF BREACH. The waiver by Petromoly of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
wavier of any subsequent breach by Employee.
14. LEGAL CONSTRUCTION AND SEVERABILITY. if any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal, unenforceable in any respect, under present or future law, such
provision shall be fully severable and such invalid, illegal, or unenforceable
provision shall not affect any other provision of this Agreement In such event
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall continue in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or its severance from this Agreement Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as
apart of this Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid,
and enforceable.
15. ASSIGNMENT. This Agreement is a personal services contract and is
not assignable by Employee. This Agreement is not assignable by Petromoly
except with the consent of Employee and then only to a partnership,
corporation, or other entity which shall purchase substantially all of its
assets or shall be its legal successor pursuant to any merger, consolidation,
or other action permitted by law. Subject to the qualification in the
preceding sentence, the rights and obligations of Petromoly under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Petromoly.
16. GOVERNING LAW: VENUE. This Agreement shall be construed under and
in accordance with the laws of the State of Texas. In the event that any legal
proceedings are instituted concerning the interpretation or enforcement of
this Agreement, exclusive venue over such proceedings shall be vested in
courts sitting in the State of Texas.
17. ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which he may be entitled.
18. NOTICES. All notices shall be in writing and shall have been duly
given if delivered by hand or mailed, certified or registered mail, return
receipt requested to the following address or to such other address as either
party may designate by like notice:
If to Employee:
Gilbert Gertner
1300 Post Oak Blvd. Suite 900
Houston, Texas 77056
If to Petromoly:
Lance Rosmarin
Chief Financial Officer
Worldwide Petromoly Corporation
16945 Northchase Drive, Suite 1570
Houston, Texas 77060
19. ENTIRE AGREEMENT. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreement between the parties respecting the within subject
matter. This Agreement may not be changed orally, but only by an agreement in
writing signed by both parties hereto.
Petromoly has caused this Agreement to be executed by its authorized
officer and the Employee has signed this Agreement.
PETROMOLY:
/s/ Lance Rosmarin
Lance Rosmarin
Chief Financial Officer and Director
Worldwide Petromoly Corporation
EMPLOYEE:
/s/ Gilbert Gertner
Gilbert Gertner
JAMES R. DANNER
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 1 day of August 1996, effective as of the 1st day of August 1996, by
and between Worldwide Petromoly Corporation (hereinafter referred to as
"Employer" or "Petromoly") a Delaware Corporation, having its principal place
of business at 16945 Northchase Drive, Suite 1570, Houston, Texas 77060 and
James R. Danner (hereinafter referred to as "Employee").
RECITALS:
1. Employer desires to employ Employee as its President.
2. Employee desires to be employed by Employer in such capacity.
3. The parties to this Agreement wish to reduce to writing their
prior oral understanding and agreement as to employment and compensation of
Employee.
NOW, THEREFORE, in consideration of the representations, warranties and
mutual promises hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby
accepts employment as President of the Employer in the Houston, Texas, office
of Employer (or in such other position and/or locations as may be mutually
agreed upon) upon the terms and conditions hereinafter set forth.
2. TERM OF EMPLOYMENT. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement (the "Term") shall commence
on the 1st day August, 1996,and shall terminate on July 31, 2001, subject to
annual reviews by the Board of Directors. After July 31, 2001, the parties
may extend this Agreement for additional periods of time and at such
compensation as is mutually agreed upon by the parties from time to time upon
the execution of a mutually agreed written Extension Agreement prior to the
end of the Term or any extension thereof. Such additional extensions shall be
valid until written notice of termination is delivered by either party thirty
(30) days in advance of the termination date of this Agreement. If the parties
to this Agreement fail to execute an Extension Agreement, unless otherwise
terminated, this Agreement shall be automatically renewed for an additional
twelve (12) month period from the expiration of the Term, or from the end of
any period covered by any subsequently executed extension, under the same
terms and conditions applicable at the end of the Term, or as may be amended
in writing, and shall automatically renew in such manner each year thereafter.
3. DUTIES. During the Employment Period the Employee agrees to serve
as President of Petromoly, except as may be modified by the written agreement
of the parties hereto. In his capacity as President, Employee will have full
control of, and be responsible for, the day to day operations of Petromoly and
will perform such duties and responsibilities for Petromoly as may from time
to time be assigned to him by the Board of Directors of Petromoly. Employee
shall have supervision and responsibility for all areas of Petromoly, and
shall report directly to the Chairman of the Board of Petromoly. Employee
shall have no responsibility for payroll nor for the filing of any payroll tax
return, nor for payment of any tax of any kind that may be due or payable by
Petromoly or any of its divisions.
4. COVENANT NOT TO COMPETE. In consideration of Petromoly providing
Employee with access to its trade secrets and other confidential information,
Employee agrees that he will not, either directly or indirectly, carry on or
engage in any business that uses any of Petromoly's proprietary information
regarding MSO2, Molydisulfide, that competes with the business conducted by
Petromoly during the initial term of this contract, and for a total of five
(5) years following the later of the expiration of the initial term, or any
extension of this contract or termination.
5. COMPENSATION. As compensation for all services rendered by
Employee under this Agreement, Employer shall pay Employee as follows:
(a) SALARY. Employee shall receive a minimum monthly gross
salary of $8,333.33 that shall be payable every two weeks.
(b) BONUS. Employee may receive other bonuses or other
extraordinary compensation as determined in the discretion of the Board of
Directors of Employer. Such bonuses shall be paid at such times and in such
amounts as the Board of Directors may determine.
(c) WITHHOLDING FOR TAXES. All payments under this Agreement
shall be subject to federal withholding and other applicable taxes.
(d) OPTIONS. Employee will receive a number of stock options,
five (5) year term, to purchase an equal number of Petromoly shares of common
stock as follows:
DATE EARNED #OF OPTIONS EXERCISE PRICE
August 1, 1996 100,000 $2.00
August 1, 1997 65,000 $2.00
August 1, 1998 65,000 $2.00
August 1, 1999 70,000 $2.00
6. AUTOMOBILE ALLOWANCE. Petromoly shall pay Employee an automobile
allowance of $500.00 per month, payable on the last business day of each
month. Employee shall, at his own cost and expense, procure an automobile for
use in Petromoly's business. Employee shall further procure and maintain in
force an automobile liability policy covering such automobile in the minimum
amount of $1,000,000 for bodily injury or death in one accident, $1,000,000
for bodily injury or death to one person in one accident and $100,000 for
property damage in one accident. Employee shall deliver to Petromoly a true
copy of such automobile liability insurance policy. Employee shall further,
at his own cost and expenses, maintain such automobile in proper operating
condition. In lieu of such allowance, Petromoly may provide an automobile
satisfactory to Employee and pay insurance and maintenance costs thereof;
provided however, that if Employee has acquired an automobile for use in
Petromoly's business, Petromoly may not substitute the provision of an
automobile except upon twelve months' notice.
7. EMPLOYEE BENEFITS.
(a) In addition to any key man insurance maintained by Employer
for its benefit, Employer shall use its best efforts to purchase and pay what
the Board of Directors considers to be, in its sole discretion, a reasonable
premium on a life insurance policy covering Employee in the amount of at least
$1,000,000. Employee shall have the sole right to designate one or more
beneficiaries under such policy.
(b) Employer shall continue the salary of Employee for the full
term of this Agreement if Employee is not able to perform his duties as a
result of personal injury, disability or illness. Employer shall use its best
efforts to purchase and pay what the Board of Directors considers to be, in
its sole discretion, a reasonable premium to maintain a disability income
policy which shall commence payment of benefits to Employee beginning not
later than the day that the term of this Agreement ends, at a rate equal to at
least 60% of his compensation for the twelve month period immediately
preceding the illness, injury or other event causing disability (including
deferred or postponed payments).
(c) Employer shall include Employee and his dependents under
Employer's current major medical benefit plan at no cost to Employee.
(d) Employee shall be entitled to participate in any employee
benefit plans or agreements maintained or adopted in the future by Employer
relating to retirement, health, disability, dental, group term life insurance,
paid holidays, and other related benefits offered to employees generally by
Employer.
8. VACATION. Employee shall be entitled each year to a total of three
(3) weeks of paid annual vacation, personal and sick leave.
9. WORKING FACILITIES. Employee shall be furnished with a private
office at Employer's principal executive office (at which he shall be
stationed). Employee shall also be provided stenographic help and such other
facilities and services, suitable to his position and adequate for the
performance of his duties.
10. BUSINESS EXPENSES. Employer shall pay all costs and expenses
incurred by Employee for all reasonable travel and other expenses incurred by
Employee in performing his obligations under this Agreement. Such
reimbursement will be made on or before the end of the first Pay Period
following the date the expenses are submitted by Employee to Employer.
11. TERMINATION OF EMPLOYMENT. This agreement shall not be terminated
prior to the expiration of its term or any extension thereof, except upon the
mutual consent of the parties hereto, or in the event of the death or
permanent total disability of Employee, or for due cause, upon the good faith
determination by the Board of Directors of Petromoly that "due cause" exists
for the termination of the relationship created by this Agreement. As used
herein, the term "due cause" shall include, but is not limited to, the
following events which are only used herein for illustrative purposes:
(i) any intentional misapplication by Employee of
Petromoly's funds, or any other act of dishonesty injurious to Petromoly
committed by Employee; or
(ii) Employee's conviction of a crime involving moral
turpitude, or
(iii) Employee's breach, nonperformance or non-observance
in any material respect of a material term of this agreement, including his
duties and obligations as an Employee, if such breach, non performance or non
observance shall continue beyond a period of five (5) business days
immediately after notice thereof by Petromoly to Employee; or
(iv) any other action by Employee involving willful and
deliberate malfeasance or gross negligence in the performance of Employee's
duties.
12. SEVERANCE PAYMENTS.
(a) If this agreement is terminated due to the death or
disability of Employee, no severance payments shall be due to Employee.
(b) In addition to the foregoing amounts, Employee shall be
entitled upon termination for whatever cause to any unpaid and earned salary
and bonus pay, through the date of termination, if any. Such amounts shall be
paid in a lump sum within 30 days after the effective date of his termination
of this Agreement. If this Agreement is terminated for anything other than
good cause, any options to purchase shares which would be exercisable during
the Term of this Agreement or any extension thereof shall become fully
exercisable upon the termination of this Agreement.
13. WAIVER OF BREACH. The waiver by Employer of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
wavier of any subsequent breach by Employee.
14. LEGAL CONSTRUCTION AND SEVERABILITY. if any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal, unenforceable in any respect, under present or future law, such
provision shall be fully severable and such invalid, illegal, or unenforceable
provision shall not affect any other provision of this Agreement In such event
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall continue in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or its severance from this Agreement Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as
apart of this Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid,
and enforceable.
15. ASSIGNMENT. This Agreement is a personal services contract and is
not assignable by Employee. This Agreement is not assignable by Employer
except with the consent of Employee, which shall not be unreasonably withheld,
and then only to a partnership, corporation, or other entity which shall
purchase substantially all of its assets or shall be its legal successor
pursuant to any merger, consolidation, or other action permitted by law.
Subject to the qualification in the preceding sentence, the rights and
obligations of Employer under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of Employer.
16. GOVERNING LAW: VENUE. This Agreement shall be construed under and
in accordance with the laws of the State of Texas. In the event that any legal
proceedings are instituted concerning the interpretation or enforcement of
this Agreement, exclusive venue over such proceedings shall be vested in
courts sitting in the State of Texas.
17. ATTORNEYS' FEES AND COSTS. if any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which he may be entitled.
18. NOTICES. All notices shall be in writing and shall have been duly
given if delivered by hand or mailed, certified or registered mail, return
receipt requested to the following address or to such other address as either
party may designate by like notice:
If to Employee:
James R. Danner
16014 Conners Ace Drive
Spring, Texas 77379
If to Employer:
Gilbert Gertner
Worldwide Petromoly Corporation
1300 Post Oak Blvd. Suite 900
Houston, Texas 77056
19. ENTIRE AGREEMENT. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreement between the parties respecting the within subject
matter. This Agreement may not be changed orally, but only by an agreement in
writing signed by both parties hereto.
Petromoly has caused this Agreement to be executed by its authorized
officer and the Employee has signed this Agreement.
PETROMOLY:
/s/ Gilbert Gertner
Gilbert Gertner
Chairman of the Board of Directors
Worldwide Petromoly Corporation
EMPLOYEE:
/s/ James R. Danner
James R. Danner
FRED LEHMAN
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 1 day of August 1996, effective as of the 1st day of August 1996,
by and between Worldwide Petromoly Corporation (hereinafter referred to as
"Employer" or "Petromoly") a Delaware Corporation, having its principal place
of business at 16945 Northchase Drive, Suite 1570, Houston, Texas 77060 and
Fred Lehman ( hereinafter referred to as "Employee").
RECITALS:
1. Employer desires to employ Employee as its Vice President of
Marketing.
2. Employee desires to be employed by Employer in such capacity.
3. The parties to this Agreement wish to reduce to writing their
prior oral understanding and agreement as to employment and compensation of
Employee.
NOW, THEREFORE, in consideration of the representations, warranties and
mutual promises hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby
accepts employment as Vice President Marketing of the Employer in the Houston,
Texas, office of Employer (or in such other position and/or locations as may
be mutually agreed upon) upon the terms and conditions hereinafter set forth.
2. TERM OF EMPLOYMENT. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement (the "Term") shall commence
on the 1st day August, 1996, and shall terminate on July 31, 2001. After
July 31, 2001, the parties may extend this Agreement for additional periods of
time and at such compensation as is mutually agreed upon by the parties from
time to time upon the execution of a mutually agreed written Extension
Agreement prior to the end of the Term or any extension thereof. Such
additional extensions shall be valid until written notice of termination is
delivered by either party thirty (30) days in advance of the termination date
of this Agreement. If the parties to this Agreement fail to execute an
Extension Agreement, unless otherwise terminated, this Agreement shall be
automatically renewed for an additional twelve (12) month period from the
expiration of the Term, or from the end of any period covered by any
subsequently executed extension, under the same terms and conditions
applicable at the end of the Term, or as may be amended in writing, and shall
automatically renew in such manner each year thereafter.
3. DUTIES. During the Employment Period the Employee agrees to serve
as Vice President Marketing of Petromoly, except as may be modified by the
written agreement of the parties hereto. In his capacity as Vice President
Marketing, Employee will have full control of, and be responsible for the
sales and marketing operations of Petromoly and will perform such duties and
responsibilities for Petromoly as may from time to time be assigned to him by
the President of Petromoly.
4. COVENANT NOT TO COMPETE. In consideration of Petromoly providing
Employee with access to its trade secrets and other confidential information,
Employee agrees that he will not, either directly or indirectly, carry on or
engage in any business that uses any of Petromoly's proprietary information
regarding MSO2, Molydisulfide, that competes with the business conducted by
Petromoly during the initial term of this contract, and for a total of five
(5) years following the later of the expiration of the initial term, or any
extension of this contract or termination.
5. COMPENSATION. As compensation for all services rendered by
Employee under this Agreement, Employer shall pay Employee as follows:
(a) SALARY. Employee shall receive a minimum monthly gross
salary of $6,500.00 that shall be payable every two weeks.
(b) BONUS. Employee may receive other bonuses or other
extraordinary compensation as determined in the discretion of the President of
Employer. Such bonuses shall be paid at such times and in such amounts as the
President may determine.
(c) WITHHOLDING FOR TAXES. All payments under this Agreement
shall be subject to federal withholding and other applicable taxes.
(d) OPTIONS. Employee will receive a number of stock options,
five (5) year term, to purchase an equal number of Petromoly shares of common
stock as follows:
DATE EARNED #OF OPTIONS EXERCISE PRICE
August 1, 1996 50,000 $2.00
August 1, 1997 33,333 $2.00
August 1, 1998 33,333 $2.00
August 1, 1999 33,334 $2.00
6. AUTOMOBILE ALLOWANCE. Petromoly shall pay Employee an automobile
allowance of $500.00 per month, payable on the last business day of each
month. Employee shall, at his own cost and expense, procure an automobile for
use in Petromoly's business. Employee shall further procure and maintain in
force an automobile liability policy covering such automobile in the minimum
amount of $1,000,000 for bodily injury or death in one accident, $1,000,000
for bodily injury or death to one person in one accident and $100,000 for
property damage in one accident. Employee shall deliver to Petromoly a true
copy of such automobile liability insurance policy. Employee shall further,
at his own cost and expenses, maintain such automobile in proper operating
condition. In lieu of such allowance, Petromoly may provide an automobile
satisfactory to Employee and pay insurance and maintenance costs thereof;
provided however, that if Employee has acquired an automobile for use in
Petromoly's business, Petromoly may not substitute the provision of an
automobile except upon twelve months' notice.
7. EMPLOYEE BENEFITS.
(a) Employer shall include Employee under Employer's current
major medical benefit plan at no cost to Employee. Coverage for Employee's
dependents may be purchased by Employee in accordance with the terms of the
benefit plan, at Employee's cost.
(b) Employee shall be entitled to participate in any employee
benefit plans or agreements maintained or adopted in the future by Employer
relating to retirement, health, disability, dental, group term life insurance,
paid holidays, and other related benefits offered to employees generally by
Employer.
8. VACATION. Employee shall be entitled each year to a total of two
(2) weeks of paid annual vacation, personal leave after six (6) months of
employment, plus three (3) days sick leave.
9. WORKING FACILITIES. Employee shall be furnished with a private
office at Employer's principal executive office (at which he shall be
stationed). Employee shall also be provided stenographic help and such other
facilities and services, suitable to his position and adequate for the
performance of his duties.
10. BUSINESS EXPENSES. Employer shall pay all costs and expenses
incurred by Employee for all reasonable travel and other expenses incurred by
Employee in performing his obligations under this Agreement. Such
reimbursement will be made on or before the end of the first Pay Period
following the date the expenses are submitted by Employee to Employer.
Employer agrees to pay Employee's reasonable monthly cellular phone service
expense.
11. TERMINATION OF EMPLOYMENT. This agreement shall not be terminated
prior to the expiration of its term or any extension thereof, except upon the
mutual consent of the parties hereto, or in the event of the death or
permanent total disability of Employee, or for due cause, upon the good faith
determination by the President of Petromoly that "due cause" exists for the
termination of the relationship created by this Agreement. As used herein,
the term "due cause" shall include, but is not limited to, the following
events which are only used herein for illustrative purposes:
(i) any intentional misapplication by Employee of
Petromoly's funds, or any other act of dishonesty injurious to Petromoly
committed by Employee; or
(ii) Employee's conviction of a crime involving moral
turpitude, or
(iii) Employee's breach, nonperformance or non-observance
in any material respect of a material term of this agreement, including his
duties and obligations as an Employee, if such breach, non performance or non
observance shall continue beyond a period of five (5) business days
immediately after notice thereof by Petromoly to Employee; or
(iv) any other action by Employee involving willful and
deliberate malfeasance or gross negligence in the performance of Employee's
duties.
12. SEVERANCE PAYMENTS.
(a) If this agreement is terminated due to the death or
disability of Employee, no severance payments shall be due to Employee.
(b) In addition to the foregoing amounts, Employee shall be
entitled upon termination for whatever cause to any unpaid and earned salary
and bonus pay, through the date of termination, if any. Such amounts shall be
paid in a lump sum within 30 days after the effective date of his termination
of this Agreement.
13. WAIVER OF BREACH. The waiver by Employer of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
wavier of any subsequent breach by Employee.
14. LEGAL CONSTRUCTION AND SEVERABILITY. If any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal, unenforceable in any respect, under present or future law, such
provision shall be fully severable and such invalid, illegal, or unenforceable
provision shall not affect any other provision of this Agreement In such event
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall continue in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or its severance from this Agreement Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as
apart of this Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid,
and enforceable.
15. ASSIGNMENT. This Agreement is a personal services contract and is
not assignable by Employee. This Agreement is assignable by Employer but only
to a partnership, corporation, or other entity which shall purchase
substantially all of its assets or shall be its legal successor pursuant to
any merger, consolidation, or other action permitted by law. Subject to the
qualification in the preceding sentence, the rights and obligations of
Employer under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of Employer.
16. GOVERNING LAW: VENUE. This Agreement shall be construed under and
in accordance with the laws of the State of Texas. In the event that any legal
proceedings are instituted concerning the interpretation or enforcement of
this Agreement, exclusive venue over such proceedings shall be vested in
courts sitting in the State of Texas.
17. ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which he may be entitled.
18. NOTICES. All notices shall be in writing and shall have been duly
given if delivered by hand or mailed, certified or registered mail, return
receipt requested to the following address or to such other address as either
party may designate by like notice:
If to Employee:
Fred Lehman
5203 Shady Gardens
Kingwood, TX 77339
If to Employer:
James R. Danner, President
Worldwide Petromoly Corporation
16945 Northchase Drive, Suite 1570
Houston, Texas 77060
19. ENTIRE AGREEMENT. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreement between the parties respecting the within subject
matter. This Agreement may not be changed orally, but only by an agreement in
writing signed by both parties hereto.
Petromoly has caused this Agreement to be executed by its authorized
officer and the Employee has signed this Agreement.
PETROMOLY:
/s/ James R. Danner
James R. Danner, President
Worldwide Petromoly Corporation
EMPLOYEE:
/s/ Fred Lehman
Fred Lehman
LANCE ROSMARIN
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 8th day of August 1996, effective as of the 1st day of August 1996, by
and between Worldwide Petromoly Corporation (hereinafter referred to as
"Employer" or "Petromoly") a Delaware Corporation, having its principal place
of business at 16945 Northchase Srive, Suite 1570, Houston, Texas 77060 and
Lance Rosmarin (hereinafter referred to as "Employee").
RECITALS:
1. Employer desires to employ Employee as its Chief Financial
Officer.
2. Employee desires to be employed by Employer in such capacity.
3. The parties to this Agreement wish to reduce to writing their
prior oral understanding and agreement as to employment and compensation of
Employee.
NOW, THEREFORE, in consideration of the representations, warranties and
mutual promises hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby
accepts employment as Chief Financial Officer of the Employer in the Houston,
Texas, office of Employer (or in such other position and/or locations as may
be mutually agreed upon) upon the terms and conditions hereinafter set forth.
2. TERM OF EMPLOYMENT. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement (the "Term") shall commence
on the 1st day August, 1996, and shall terminate on July 31, 2001. After July
31, 2001, the parties may extend this Agreement for additional periods of time
and at such compensation as is mutually agreed upon by the parties from time
to time upon the execution of a mutually agreed written Extension Agreement
prior to the end of the Term or any extension thereof. Such additional
extensions shall be valid until written notice of termination is delivered by
either party thirty (30) days in advance of the termination date of this
Agreement. If the parties to this Agreement fail to execute an Extension
Agreement, unless otherwise terminated, this Agreement shall be automatically
renewed for an additional twelve (12) month period from the expiration of the
Term, or from the end of any period covered by any subsequently executed
extension, under the same terms and conditions applicable at the end of the
Term, or as may be amended in writing, and shall automatically renew in such
manner each year thereafter.
3. DUTIES. During the Employment Period the Employee agrees to serve
as Chief Financial Officer of Petromoly, except as may be modified by the
written agreement of the parties hereto. In his capacity as Chief Financial
Officer, Employee will have full control of, and be responsible for, the
financial operations of Petromoly and will perform such duties and
responsibilities for Petromoly as may from time to time be assigned to him by
the President or Board of Directors of Petromoly. Employee shall have
responsibility for all financial aspects of Petromoly's operations, and shall
report directly to the President of Petromoly. Employee shall have no
responsibility for payroll nor for the filing of any payroll tax return, nor
for payment of any tax of any kind that may be due or payable by Petromoly or
any of its divisions.
4. COVENANT NOT TO COMPETE. In consideration of Petromoly providing
Employee with access to its trade secrets and other confidential information,
Employee agrees that he will not, either directly or indirectly, carry on or
engage in any business that uses any of Petromoly's proprietary information
regarding MSO2, Molydisulfide, that competes with the business conducted by
Petromoly during the initial term of this contract, and for a total of five
(5) years following the later of the expiration of the initial term, or any
extension of this contract or termination.
5. COMPENSATION. As compensation for all services rendered by
Employee under this Agreement, Employer shall pay Employee as follows:
(a) SALARY. Employee shall receive a minimum monthly gross
salary of $5,000.00 that shall be payable every two weeks.
(b) BONUS. Employee may receive other bonuses or other
extraordinary compensation as determined in the discretion of the Board of
Directors of Employer. Such bonuses shall be paid at such times and in such
amounts as the Board of Directors may determine.
(c) WITHHOLDING FOR TAXES. All payments under this Agreement
shall be subject to federal withholding and other applicable taxes.
6. AUTOMOBILE ALLOWANCE. Petromoly shall pay Employee an automobile
allowance of $700.00 per month, payable on the last business day of each
month. Employee shall, at his own cost and expense, procure an automobile for
use in Petromoly's business. Employee shall further procure and maintain in
force an automobile liability policy covering such automobile in the minimum
amount of $1,000,000 for bodily injury or death in one accident, $1,000,000
for bodily injury or death to one person in one accident and $100,000 for
property damage in one accident. Employee shall deliver to Petromoly a true
copy of such automobile liability insurance policy. Employee shall further,
at his own cost and expenses, maintain such automobile in proper operating
condition. In lieu of such allowance, Petromoly may provide an automobile
satisfactory to Employee and pay insurance and maintenance costs thereof;
provided however, that if Employee has acquired an automobile for use in
Petromoly's business, Petromoly may not substitute the provision of an
automobile except upon twelve months' notice.
7. EMPLOYEE BENEFITS.
(a) Employer shall continue the salary of Employee for the full
term of this Agreement if Employee is not able to perform his duties as a
result of personal injury, disability or illness. Employer shall use its best
efforts to purchase and pay what the Board of Directors considers to be, in
its sole discretion, a reasonable premium to maintain a disability income
policy which shall commence payment of benefits to Employee beginning not
later than the day that the term of this Agreement ends, at a rate equal to at
least 60% of his compensation for the twelve month period immediately
preceding the illness, injury or other event causing disability (including
deferred or postponed payments).
(b) Employer shall include Employee and his dependents under
Employer's current major medical benefit plan at no cost to Employee.
(c) Employee shall be entitled to participate in any employee
benefit plans or agreements maintained or adopted in the future by Employer
relating to retirement, health, disability, dental, group term life insurance,
paid holidays, and other related benefits offered to employees generally by
Employer.
8. VACATION. Employee shall be entitled each year to annual
vacation, personal and sick leave at Employee's discretion.
9. WORKING FACILITIES. Employee shall be furnished with a private
office at Employer's principal executive office (at which he shall be
stationed). Employee shall also be provided stenographic help and such other
facilities and services, suitable to his position and adequate for the
performance of his duties.
10. BUSINESS EXPENSES. Employer shall pay all costs and expenses
incurred by Employee for all reasonable travel and other expenses incurred by
Employee in performing his obligations under this Agreement. Such
reimbursement will be made on or before the end of the first Pay Period
following the date the expenses are submitted by Employee to Employer.
Employer agrees to pay Employee's reasonable monthly cellular phone service
expense.
11. TERMINATION OF EMPLOYMENT. This agreement shall not be terminated
prior to the expiration of its term or any extension thereof, except upon the
mutual consent of the parties hereto, or in the event of the death or
permanent total disability of Employee, or for due cause, upon the good faith
determination by the Board of Directors of Petromoly that "due cause" exists
for the termination of the relationship created by this Agreement. As used
herein, the term "due cause" shall include, but is not limited to, the
following events which are only used herein for illustrative purposes:
(i) any intentional misapplication by Employee of
Petromoly's funds, or any other act of dishonesty injurious to Petromoly
committed by Employee; or
(ii) Employee's conviction of a crime involving moral
turpitude, or
(iii) Employee's breach, nonperformance or non-observance
in any material respect of a material term of this agreement, including his
duties and obligations as an Employee, if such breach, non performance or non
observance shall continue beyond a period of five (5) business days
immediately after notice thereof by Petromoly to Employee; or
(iv) any other action by Employee involving willful and
deliberate malfeasance or gross negligence in the performance of Employee's
duties.
12. SEVERANCE PAYMENTS.
(a) If this agreement is terminated due to the death or
disability of Employee, no severance payments shall be due to Employee.
(b) In addition to the foregoing amounts, Employee shall be
entitled upon termination for whatever cause to any unpaid and earned salary
and bonus pay, through the date of termination date, if any. Such amounts
shall be paid in a lump sum within 30 days after the effective date of his
termination of this Agreement.
13. WAIVER OF BREACH. The waiver by Employer of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
wavier of any subsequent breach by Employee.
14. LEGAL CONSTRUCTION AND SEVERABILITY. If any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal, unenforceable in any respect, under present or future law, such
provision shall be fully severable and such invalid, illegal, or unenforceable
provision shall not affect any other provision of this Agreement In such event
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall continue in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or its severance from this Agreement Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as
apart of this Agreement, a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid,
and enforceable.
15. ASSIGNMENT. This Agreement is a personal services contract and is
not assignable by Employee. This Agreement is not assignable by Employer
except with the consent of Employee, which shall not be unreasonably withheld,
and then only to a partnership, corporation, or other entity which shall
purchase substantially all of its assets or shall be its legal successor
pursuant to any merger, consolidation, or other action permitted by law.
Subject to the qualification in the preceding sentence, the rights and
obligations of Employer under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of Employer.
16. GOVERNING LAW: VENUE. This Agreement shall be construed under and
in accordance with the laws of the State of Texas. In the event that any legal
proceedings are instituted concerning the interpretation or enforcement of
this Agreement, exclusive venue over such proceedings shall be vested in
courts sitting in the State of Texas.
17. ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which he may be entitled.
18. NOTICES. All notices shall be in writing and shall have been duly
given if delivered by hand or mailed, certified or registered mail, return
receipt requested to the following address or to such other address as either
party may designate by like notice:
If to Employee:
Lance Rosmarin
3133 Buffalo Speedway, No. 7206
Houston, Texas77098
If to Employer:
James R. Danner, President
Worldwide Petromoly Corporation
16945 Northchase Drive, Suite 1570
Houston, Texas 77060
19. ENTIRE AGREEMENT. This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreement between the parties respecting the within subject
matter. This Agreement may not be changed orally, but only by an agreement in
writing signed by both parties hereto.
Petromoly has caused this Agreement to be executed by its authorized
officer and the Employee has signed this Agreement.
PETROMOLY:
/s/ Gilbert Gertner
Gilbert Gertner
Chairman of the Board of Directors
Chief Executive Officer
Worldwide Petromoly Corporation
EMPLOYEE:
/s/ Lance Rosmarin
Lance Rosmarin
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statements of operations found on pages F-4 and F-5 of
the Company's Form 10-KSB for the fiscal year ended June 30, 1996, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
