SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
January 13, 1998
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Date of Report (date of earliest event reported)
INTRATEL GROUP, LTD.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-853963 72-1265159
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(State or Other (Commission (IRS Employer Iden-
Jurisdiction of File Number) tification Number)
Incorporation)
28050 U.S. HIGHWAY 19 NORTH
CLEARWATER, FLORIDA 34621
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(Address of Principal Executive Offices
Including Zip Code)
(813) 797-9000
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(Registrant's telephone number,
including area code)
Page 1 of 7.
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Item 1. Changes in Control of Registrant
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N/A
Item 2. Acquisition or Disposition of Assets
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N/A
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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N/A
Item 5. Material Events
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On December 9, 1996, IntraTel Group, Ltd. (the "Company")
entered into employment agreements ("Agreements") with Robert E.
Yaw, II and Charles R. Brink, wherein Mr. Yaw received an annual
salary of $180,000 and Mr. Brink $150,000. Mr. Yaw is the
Chairman of the Board and Mr. Brink was Chief Operating Officer
and a Director until his resignation in December 1997.
The Agreements provide for these individuals to receive
benefits which include regular medical, dental, long-term
disability insurance and 401(K) benefits as may be offered to
other employees. In addition, the Company pays for each
individual's life insurance premiums for coverage of to
$1,000,000.
The Agreements also provide for stock options to be awarded
in the event of a merger or sale of all the Company's assets. No
options have been granted to date which would be subject to the
adjustment provisions of these Agreements. The Agreements also
provide for twelve (12) month non-competition and non-solicitation
restrictions.
As previously reported, on December 9, 1996 and subsequently
ratified by the Company's Board of Directors in November 1997,
the Company entered into a Management Services Agreement
("Services Agreement") with Mr. Brink wherein Mr. Brink was to
render assistance to the Company by (a) analyzing and addressing
the Company's management requirements; (b) developing strategic
initiatives and related industry partnerships, including
providing assistance with respect to acquisitions, joint
ventures, and strategic business alliances; (c) assisting the
Company in coordinating its marketing strategies and identifying
potential customers and distribution channels for its network;
(d) assisting with the negotiation of contracts between the
Company and its customers; (e) organizing its investor relations
activities; (f) analyzing the Company's present
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and prospective corporate organizational structure; (g) providing
recommendations with respect to legal, accounting, and public
relations firms, and other professionals, retained by the
Company; (h) assessing the structure of the Board of Directors of
the Company and assisting the Company in establishing audit and
compensation committees of the Board of Directors; (i) providing
advice to the Company with respect to appropriate levels and
forms of executive and director compensation, and assisting the
Company in establishing compensation policies; and (j) assisting
the Company in establishing and maintaining financial
relationships.
Mr. Brink received a fee of $25,000 upon execution of the
Services Agreement and was to receive $82,500 prior to December
31, 1997. As of the date of this Report, Mr. Brink had received
$25,000 of his agreed to compensation under the Services
Agreement. In addition, Mr. Brink was reimbursed for his
reasonable out-of-pocket expenses incurred in connection with
services rendered the Company.
Mr. Brink's Services Agreement was terminated in December
1997 when he resigned as an Officer and Director of the Company.
Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(a) and (b) N/A
(c) Exhibits: Filed herewith pursuant to Reg. S-K Item 601
is the following exhibit.
Exhibit No. Page Description
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10.10 5 Management Services Agreement dated
December 9, 1996.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
INTRATEL GROUP, LTD.
Dated: January 13, 1998 By: /s/ ROBERT E. YAW, II
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Robert E. Yaw, II
Chairman of the Board
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EXHIBIT 10.10
MANAGEMENT SERVICES AGREEMENT
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THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") has been entered
into by and between IntraTel Acquisition Company, Inc., a Delaware
corporation (hereinafter referred to as the "Company") and Charles R.
Brink, an individual residing in Tampa, Florida, reflecting the agreement
between the Company and Charles R. Brink as of the 9th day of December,
1996.
WHEREAS, the Company is engaged primarily in the business of providing
and acquiring companies which provide domestic and international
telecommunications services;
WHEREAS, Charles R. Brink possesses significant expertise in analyzing
and addressing management requirements, identifying strategic alliances,
coordinating marketing strategies and identifying customers, negotiating
contracts, organizing investor relations activities, and analyzing
organizational structures of companies;
WHEREAS, the Company desires to avail itself of the services of
Charles R. Brink, and Charles R. Brink desires to provide to the Company
the benefit of such services; and
WHEREAS, the Company and Charles R. Brink expect to benefit from the
carrying out of the subject matter of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Charles R.
Brink hereby agree as follows:
1. ENGAGEMENTS. The Company hereby engages Charles R. Brink and
Charles R. Brink accepts such engagement and agrees to use its best efforts
in a good and businesslike manner to provide services to the Company in
accordance with the terms of this Agreement.
2. NATURE OF SERVICES. Charles R. Brink shall render assistance to
the Company by (a) analyzing and addressing the Company's management
requirements, (b) developing strategic initiatives and related industry
partnerships, including providing assistance with respect to acquisitions,
joint ventures, and strategic business alliances, (c) assisting the Company
in coordinating its marketing strategies and identifying potential
customers and distribution channels for its network; (d) assisting with the
negotiation of contracts between the Company and its customers, as
requested by the Company, (e) organizing its investor relations activities,
(f) analyzing the Company's present and prospective corporate
organizational structure; (g) providing recommendations with respect to
legal, accounting, and public relations firms, and other professionals,
retained by the Company; (h) assessing the structure of the Board of
Directors of the Company and assisting the Company in establishing audit
and compensation committees of the Board of Directors; (i) providing advice
to the Company with respect to appropriate levels and forms of executive
and director compensation, and assisting the Company in establishing
compensation policies; and (j) assisting the Company in establishing and
maintaining financial relationships.
3. TERM. The term of this Agreement shall commence on 15th
December, 1996, and continue for a period of five years, PROVIDED, HOWEVER,
that either the Company or Charles R. Brink may terminate this Agreement as
of 9th December, 1997, or as of any date thereafter (the "Termination
Date"), by providing written notice of such termination to the other party
at any time but at least 15 days prior to the Termination Date.
In the event either party so terminates the Agreement (i) Charles R.
Brink shall be entitled to all remuneration and reimbursement paid or
payable pursuant to this Agreement as of the Termination Date, but shall
not be entitled to receive any additional remuneration or reimbursement,
and (ii) neither party shall have any obligation pursuant to this Agreement
following the Termination Date, except that the parties obligations
pursuant to paragraphs 5 and 8 of this Agreement shall survive such
termination.
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4. REMUNERATION. The consideration to be paid by the Company to
Charles R. Brink for the services to be rendered hereunder shall consist of
the following:
a. The Company shall pay Charles R. Brink a fee of $25,000
within 30 days of execution of this Agreement, and shall pay an additional
fee of $82,500 prior to 31st December 1997.
5. REIMBURSEMENT OF EXPENSES. The Company shall reimburse Charles
R. Brink for its reasonable out-of-pocket expenses incurred in the
performance of its services hereunder within 30 days of presentation by
Charles R. Brink to the Company of written documentation relating to such
expenses.
6. STATUS OF CHARLES R. BRINK. The services of Charles R. Brink
provided pursuant to this Agreement shall be performed for the benefit of
the Company by Charles R. Brink in the capacity of an independent
consultant.
7. CONFIDENTIALITY. Charles R. Brink will not at any time disclose
or use for its own benefit or purposes or the benefit or purposes of any
other person, firm, partnership, joint venture, association, corporation or
other business organization, entity or enterprise other than the Company
and any of its subsidiaries or affiliates, any trade secrets, information,
data or other confidential information relating to customers, development
programs, costs, marketing, trading, investment, sales activities,
promotion, credit and financial data, financing methods, plans, or the
business and affairs of the Company generally, or of any subsidiary or
affiliate of the Company; PROVIDED, HOWEVER, that the foregoing shall not
apply to information that is not unique to the Company or that is generally
known to the industry or the public. All files and records relating to the
Company compiled by Charles R. Brink shall be the property of the Company
and shall be returned to the Company upon termination of this Agreement.
8. WAIVER OF RIGHTS. The failure of either party to insist, in one
or more instances, upon the performance of any of the terms, covenants,
agreements, or conditions of this Agreement, or to exercise any rights
hereunder, shall not be construed as a waiver or relinquishment of such
party's right to insist upon the future performance of such term, covenant,
agreement, or condition, or to the future exercise of any such right, and
the obligations of the other party with respect to such future performance
shall continue in full force and effect.
9. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby and shall remain
in full force and effect as if the invalidated provision had not been
included herein.
10. NOTICES. Any notice required or desired to be given pursuant to
this Agreement shall be in writing and shall be deemed given when
deposited, postage paid, in the United States certified mail, return
receipt requested, at the addresses set forth below, or at such subsequent
address provided by the parties:
If to Charles R. Brink: 5412 Pine Bay Drive
Tampa, Florida 33625
If to the Company: IntraTel Acquisition Company, Inc.
227 St. James Park
Osprey, Florida 34229
11. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the parties regarding services to be
furnished to the Company by Charles R. Brink, and any prior agreements
and/or understandings are superseded in their entirety by this Agreement.
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IN WITNESS WHEREOF, the Company and Charles R. Brink have executed this
Agreement as of the date and year first above written.
IntraTel Acquisition Company, Inc.
a Delaware Corporation
By:/s/ ROBERT E. YAW
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Robert E. Yaw II, Chairman
Charles R. Brink
/s/ CHARLES R. BRINK
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