UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File No. 0-25148
Global Payment Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2974651
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
20 East Sunrise Highway, Suite 201, Valley Stream, New York 11581
(Address of principal executive offices) (Zip Code)
(516) 256-1000
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Exchange Act during the
preceding 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
---- ---
Shares of Common Stock outstanding on February 9, 2000 5,550,150
<PAGE>
Global Payment Technologies, Inc.
Index
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page Number
Item 1. Financial Statements
<S> <C>
Consolidated Balance Sheets - December 31, 1999 and September 30, 1999 3
Consolidated Statements of Income - Three Months ended December 31, 1999
and 1998 4
Consolidated Statements of Cash Flows - Three Months ended
December 31, 1999 and 1998 5
Notes to Consolidated Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8 - 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Item 2 Above
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
2
<PAGE>
GLOBAL PAYMENT TECHNOLOGIES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1999 1999
------------ -------------
(Dollar amounts in thousands,
except share data)
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 844 $ 1,355
Accounts receivable from affiliates 8,649 10,919
Accounts receivable, less allowance for doubtful accounts
of $292 and $288, respectively 3,546 2,715
Inventory, less allowance for obsolescence of $909 and
$850, respectively 8,424 7,504
Prepaid expenses and other current assets 284 330
Deferred income tax benefit 852 981
-------- --------
Total current assets 22,599 23,804
Property and equipment, net 1,537 1,551
Investments in unconsolidated affiliates 929 684
Other assets 154 165
-------- --------
Total assets $ 25,219 $ 26,204
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 800 $ 800
Accounts payable 1,867 1,527
Accrued expenses and other current liabilities 1,491 1,791
Income taxes payable 27 54
-------- --------
Total current liabilities 4,185 4,172
Long-term debt 3,444 4,994
-------- --------
Total liabilities 7,629 9,166
-------- --------
Shareholders' equity:
Common Stock, 20,000,000 shares authorized; $.01 par value,
5,635,650 and 5,619,125 shares issued 56 56
Additional paid-in capital 8,661 8,570
Retained earnings 10,167 9,706
-------- --------
18,884 18,332
Less: Treasury stock, at cost, 209,200 shares (1,294) (1,294)
-------- --------
Total shareholders' equity 17,590 17,038
-------- --------
Total liabilities and shareholders' equity $ 25,219 $ 26,204
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
GLOBAL PAYMENT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months ended December 31,
-------------------------------
1999 1998
----------- -----------
(Dollar amounts in thousands,
except share and per share data)
Net sales
Affiliates $ 3,474 $ 8,935
Non-affiliates 3,376 3,367
----------- -----------
6,850 12,302
Cost of sales 4,408 7,450
----------- -----------
Gross profit 2,442 4,852
Operating expenses 2,286 2,887
----------- -----------
Income from operations 156 1,965
Other income (expense):
Equity in income (loss) of
unconsolidated affiliates 565 (185)
Interest expense, net (90) (88)
----------- -----------
Total other income (expense) 475 (273)
----------- -----------
Income before provision for income taxes 631 1,692
Provision for income taxes 170 556
----------- -----------
Net income $ 461 $ 1,136
=========== ===========
Net income per share:
Basic $ .09 $ .21
=========== ===========
Diluted $ .08 $ .20
=========== ===========
Common shares used in computing net income
per share amounts:
Basic 5,414,100 5,370,389
=========== ===========
Diluted 5,818,647 5,725,886
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
GLOBAL PAYMENT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended December 31,
-------------------------------
1999 1998
------- -------
(Dollar amounts in thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 461 $ 1,136
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in (income) loss of unconsolidated affiliates (565) 185
Depreciation and amortization 171 189
Provision for losses on accounts receivable 5 24
Provision for inventory obsolescence 74 146
Deferred income taxes 129 (153)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 1,828 (1,869)
Increase in inventory (994) (959)
Decrease (increase) in prepaid expenses and other assets 57 (139)
Increase in accounts payable 340 1,918
Decrease in accrued expenses and other current liabilities (300) (163)
(Decrease) increase in income taxes payable (27) 387
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,179 702
------- -------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net of proceeds from disposals (157) (178)
Investments in unconsolidated affiliates (74) (2)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (231) (180)
------- -------
FINANCING ACTIVITIES:
Net repayments of note payable to bank (1,550) (327)
Purchase of treasury stock -- (223)
Issuance of stock upon exercise of stock options and warrants 91 14
------- -------
NET CASH USED IN FINANCING ACTIVITIES (1,459) (536)
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (511) (14)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,355 834
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 844 $ 820
======= =======
CASH PAID DURING THE PERIOD FOR:
Interest $ 102 $ 86
======= =======
Income taxes $ 66 $ 321
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
Global Payment Technologies, Inc.
Notes to Consolidated Financial Statements
December 31, 1999
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Global Payment
Technologies, Inc. (the "Company"), including the September 30, 1999
consolidated balance sheet which has been derived from audited financial
statements, have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. The operating results for the three-month
period ended December 31, 1999 are not necessarily indicative of the results
that may be expected for the fiscal year ending September 30, 2000. We recommend
that you refer to the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended
September 30, 1999.
NOTE B - COMPREHENSIVE INCOME
The Company observes the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which requires
companies to report all changes in equity during a period, except those
resulting from investments by owners and distributions to owners, for the period
in which they are recognized. Comprehensive income is the total of net income
and all other non-owner changes in equity (or other comprehensive income) such
as unrealized gains/losses on securities classified as available-for-sale,
foreign currency translation adjustments and minimum pension liability
adjustments. Comprehensive and other comprehensive income must be reported on
the face of annual financial statements or in the case of interim reporting, the
footnote approach may be utilized. For the quarters ended December 31, 1999 and
1998, the Company's operations did not give rise to material items includable in
comprehensive income which were not already included in net income. Accordingly,
the Company's comprehensive income is the same as its net income for all periods
presented.
NOTE C - NET INCOME PER COMMON SHARE
The Company accounts for earnings per share pursuant to SFAS No. 128, "Earnings
Per Share". In accordance with SFAS No. 128, net income per common share amounts
("basic EPS") were computed by dividing net income by the weighted average
number of common shares outstanding for the period. Net income per common share
amounts, assuming dilution ("diluted EPS"), were computed by reflecting the
potential dilution from the exercise of stock options and stock warrants. SFAS
No. 128 requires the presentation of both basic EPS and diluted EPS on the face
of the income statement.
6
<PAGE>
Global Payment Technologies, Inc.
Notes to Consolidated Financial Statements (continued)
December 31, 1999
NOTE C - NET INCOME PER COMMON SHARE (continued)
A reconciliation between the numerators and denominators of the basic and
diluted EPS computations for net income appears below:
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
December 31, 1999 December 31, 1998
(In thousands, except per share data) (In thousands, except per share data)
----------------------------------------- -------------------------------------------
Net Income Shares Per Share Net Income Shares Per Share
(Numerator) (Denominator) Amounts (Numerator) (Denominator) Amounts
----------- ------------- ------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income $ 461 $1,136
------ ------
Basic EPS
Net income attributable to
Common Stock 461 5,414.1 $ .09 1,136 5,370.4 $.21
Effect of dilutive securities
Stock options and warrants -- 404.5 (.01) -- 355.5 (.01)
------ ------- ----- ------ ------- ---
Diluted EPS
Net income attributable to
Common Stock and assumed option
and warrant exercises $ 461 5,818.6 $ .08 $1,136 5,725.9 $.20
====== ======= ===== ====== ======= ====
</TABLE>
Options to purchase 225,650 and 85,313 shares of Common Stock in the three
months ended December 31, 1999 and 1998, respectively, were not included in the
computation of diluted EPS because the exercise prices exceeded the average
market price of the common shares for these periods. These options were still
outstanding at the end of the related periods.
NOTE D - RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". The Statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000 (as amended by SFAS No. 137) and will not
require retroactive restatement of prior period financial statements. The
Company currently does not use derivative instruments or engage in hedging
activities and, accordingly, does not expect that this statement will have an
impact on its consolidated financial statements when adopted.
NOTE E - INVESTMENT IN UNCONSOLIDATED AFFILIATES
On November 1, 1999, Global Payment Technology Holdings (Proprietary) Limited
("GPTHL"), the Company's South African affiliate, formed International Payment
Systems Pty Ltd. ("IPS") and assigned its rights to all of the non-gaming
activities, primarily the distribution of Ingenico, De La Rue and Scan Coin
products. The Company currently has a 30% interest in IPS. GPTHL holds the
exclusive distribution rights to the Company's products in the South African
region. Also on November 1, 1999, On-Line Gaming Systems Inc. ("On-Line"), a
Florida-based Nasdaq-listed company specializing in internet wagering and other
casino-based products, acquired a 23.5% equity interest in GPTHL through the
purchase of shares from the three partners and management. The ability to
distribute On-Line's products allows GPTHL to broaden its market and product
line. With the closing of this transaction, the company now has a 23.5% interest
in GPTHL.
7
<PAGE>
Global Payment Technologies, Inc.
December 31, 1999
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three months ended December 31, 1999 compared with three months ended December
31, 1998
Sales
Net sales decreased by 44.3%, or $5,452,000, to $6,850,000 in the three months
ended December 31, 1999 as compared with $12,302,000 in the comparative
prior-year period. The decline was primarily due to decreased demand for the
Company's products and delays in key projects.
Gross Profit
Gross profit decreased to $2,442,000, or 35.6% of net sales, in the three months
ended December 31, 1999 from $4,852,000, or 39.4% of net sales, in the
comparative prior-year period. The decrease in gross profit as a percentage of
sales was primarily the result of less efficient operations resulting from lower
sales and commensurate production during the quarter.
Operating Expenses
Operating expenses decreased to $2,286,000, or 33.4% of net sales, in the three
months ended December 31, 1999 as compared with $2,887,000, or 23.5% of net
sales, in the comparative prior-year period. This decrease of $601,000 was
primarily the result of a reduction in certain personnel related costs, as well
as lower shipping costs. For the quarter ended December 31, 1999, operating
expenses as a percentage of net sales increased as compared to the prior-year
period as the organizational structure remains in place to support the future
growth of the Company.
Net Income
Net income for the quarter was $461,000, or $0.08 per share, as compared with
$1,136,000, or $0.20 per share, in the comparative prior-year period. As an
extension of its operations, the Company owns interests in various
unconsolidated affiliates in key regions of the world, all of which are
accounted for using the equity method. Included in the results of operations for
the three months ended December 31, 1999 and 1998 are the Company's share of net
profits (net losses) of these affiliates of $565,000 and ($185,000),
respectively. In the three months ended December 31, 1999 and 1998, equity in
income of unconsolidated affiliates increased (decreased) by approximately
$394,000 and ($425,000), respectively, which represents the recognition
(deferral) of the Company's share of the gross profit on intercompany sales to
its affiliates that have (have not) been recognized by these affiliates.
Excluding the intercompany gross profit adjustment, the Company's share of net
income of these unconsolidated affiliates was $171,000 and $240,000 for the
three months ended December 31, 1999 and 1998, respectively. In addition, the
Company has a majority ownership in Global Payment Technologies (Europe) Limited
and Abacus Financial Management Systems, Ltd., USA, whose results are
consolidated in the Company's financial statements. With respect to the
provision for income taxes, the Company's December 31, 1999 effective tax rate
was 26.9% as compared to 32.9% in the prior-year period. This decrease in the
effective tax rate is the result of the Company's change in mix of earnings from
operations and its earnings from unconsolidated affiliates.
Liquidity and Capital Resources
The Company's capital requirements consist primarily of those necessary to
continue to expand and improve product development and manufacturing
capabilities, sales and marketing operations, investments in affiliates, and to
a lesser degree, interest payments on the Company's indebtedness. The Company
believes that its available resources, including its credit facilities, should
be sufficient to meet its obligations as they become due and permit continuation
of its planned expansion throughout fiscal 2000 and beyond.
8
<PAGE>
Global Payment Technologies, Inc.
December 31, 1999
Liquidity and Capital Resources (continued)
At December 31, 1999, the Company's cash and cash equivalents were $844,000 as
compared with $1,355,000 at September 30, 1999. On July 15, 1999, the Company
entered into a $10 million long-term credit agreement with The Chase Manhattan
Bank which is comprised of a $4,000,000 five-year term loan, payable in equal
monthly installments with a fixed interest rate of 7.66% per annum and a
$6,000,000 unsecured revolving line of credit ("RLC"). The term of the RLC is
three years and outstanding borrowings bear interest at the bank's prime rate,
or at the Company's option, for borrowings greater than $500,000, LIBOR plus a
range of 125 to 200 basis points. The precise borrowing rate is determined by
the Company's financial performance under certain covenants, with which it was
in compliance at December 31, 1999 and September 30, 1999. Simultaneously with
the signing of the new credit agreement, the Company repaid all of its then
outstanding bank debt and terminated its existing credit facilities. As of
December 31, 1999, outstanding borrowings under the five-year term loan and the
RLC were $3,600,000 and $644,000, respectively.
Net cash provided by operating activities was $1,179,000 in the three months
ended December 31, 1999. This amount is due to net income for the period,
adjusted for non-cash items, of $275,000, decreased accounts receivable of
$1,828,000, increased accounts payable of $340,000 and decreased prepaid
expenses and other assets of $57,000, offset, in part, by increased inventory of
$994,000, decreased accrued expenses and other current liabilities of $300,000
and a decrease in income taxes payable of $27,000. Net cash provided by
operating activities was $702,000 in the three months ended December 31, 1998.
This amount is due to net income for the period, adjusted for non-cash items, of
$1,527,000, increased accounts payable of $1,918,000 and increased income taxes
payable of $387,000, offset, in part, by increased accounts receivable of
$1,869,000, increased inventory of $959,000, an increase in prepaid expenses and
other assets of $139,000, and a decrease in accrued expenses and other current
liabilities of $163,000.
Cash used in investing activities for the three months ended December 31, 1999
amounted to $231,000 as compared with $180,000 in the prior-year period.
Investments in property and equipment in the three months ended December 31,
1999 amounted to $157,000 as compared with $178,000 in 1998. In addition, the
Company loaned its joint ventures approximately $74,000 in the three months
ended December 31, 1999. These loans have been added to the investment in
unconsolidated affiliates based on the terms of the related agreements.
Cash used in financing activities in the three months ended December 31, 1999
consisted of net repayments of bank borrowings of $1,550,000, offset, in part,
by proceeds of $91,000 received from the exercise of stock options and warrants.
Cash used in financing activities in the three months ended December 31, 1998
consisted of net repayments of bank borrowings of $327,000 and the repurchase of
the Company's common stock for $223,000, offset by proceeds of $14,000 received
from the exercise of stock options and warrants.
Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the Company's quantitative and
qualitative disclosures about market risk since the filing of the Company's
Annual Report on Form 10-K for the year ended September 30, 1999.
9
<PAGE>
Global Payment Technologies, Inc.
December 31, 1999
Year 2000:
As of the date of this filing, the Company has not experienced any significant
system or other year 2000 problems. Based upon the Company completing its
comprehensive year 2000 plan, and the lack of any significant problems arising,
the Company does not anticipate any significant lost revenues or other adverse
effects in the future. Incremental out-of-pocket costs incurred through this
date have not been significant.
Special Note Regarding Forward-Looking Statements: A number of statements
contained in this discussion and analysis are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in the applicable statements. These risks and
uncertainties include but are not limited to: the Company's dependence on the
paper currency validator market and its potential vulnerability to technological
obsolescence; the risks that its current and future products may contain errors
or defects that would be difficult and costly to detect and correct; potential
manufacturing difficulties; possible risks of product inventory obsolescence;
potential shortages of key parts and/or raw materials; potential difficulties in
managing growth; dependence on key personnel; the Company's dependence on a
limited base of customers for a significant portion of sales; the possible
impact of competitive products and pricing; uncertainties with respect to the
Company's business strategy; general economic conditions in the domestic and
international markets in which the Company operates; and other risks described
in the Company's Securities and Exchange Commission filings.
10
<PAGE>
Global Payment Technologies, Inc.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit # Description
--------- -----------
10.10 Employment Agreement dated January 1, 2000 between the
Company and Thomas Oliveri (1)
27 Financial Data Schedule (1)
- ----------
(1) Filed herewith.
b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report
is filed.
11
<PAGE>
Global Payment Technologies, Inc.
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Global Payment Technologies, Inc.
By: s/ Thomas McNeill
-----------------
Vice President,
Chief Financial Officer and
Principal Accounting Officer
Dated: February 14, 2000
12
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of January 1,
2000, by and between Global Payment Technologies, Inc., a Delaware corporation,
with executive offices at 20 East Sunrise Highway, Valley Stream, New York 11581
(the "Company"), and Thomas Oliveri, residing at 19 Arcadia Drive, Dix Hills, NY
11746, (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to formalize the employment of the Executive
as a senior executive officer of the Company; and
WHEREAS, the Company and Executive desire to enter into an agreement
relating to such employment;
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. EMPLOYMENT
1.1 As of the commencement of the Employment Term (as hereinafter defined),
the Company hereby employs Executive in a senior executive capacity (it being
contemplated that he shall be elected and serve as the Vice President of
Operations upon the terms and conditions herein contained), with responsibility
for the performance of such duties as may from time to time be assigned to him
by the Board of Directors of the Company (the "Board of Directors"), its Chief
Operating Officer or its Chief Executive Officer. Executive hereby accepts
employment.
1.2 The term of employment under this Agreement shall commence on the
effective date of this Agreement, and, subject to the terms hereof, shall
terminate on December 31, 2001. It is the Company's and the Executive's
intention to commence re-negotiation ninety (90) days prior to the end of this
Agreement. For purposes hereof, the term "year" shall mean January 1 through
December 31.
<PAGE>
1.3 Throughout the Employment Term, Executive shall devote his best efforts
and all of his business time, attention and skills to the business and affairs
of the Company.
2. SALARY
During the Employment Term, Executive shall be entitled to receive a base
salary at the rate of $135,000 per year, payable in accordance with the
Company's regular payroll practice for senior executives of the Company;
provided that such base salary shall be reviewed by the Board of Directors at
the same time of the year as the other senior executives, which is not less than
annually. In addition, such salary may be increased, but not decreased.
3. ANNUAL BONUSES
For each year during the term of this Agreement, commencing with the first
year, Executive shall be entitled to receive a bonus in an amount to be
determined by the Board of Directors in its sole discretion.
4. INCENTIVE STOCK OPTION PLAN
4.1 The Executive shall be entitled to participate in the Company's Stock
Option ("ISO") plan in a manner equal to that of other senior executives.
4.2 The ISO shall be subject to such other terms and conditions as are set
forth in the grant.
5. TERMINATION UNDER CERTAIN CONDITIONS
Subject to section 7(d), in the event that Executive's employment is
terminated by the Company (other than for "Cause" as hereinafter defined) or
Executive terminates his employment for "Good Reason" (as hereinafter defined)
prior to the end of the Employment Term, Executive shall be entitled to receive
in lieu of any and all other payments, a severance payment in an aggregate
amount equal to (1) Executive's yearly base salary in effect on the date of his
termination of employment hereunder multiplied
2
<PAGE>
by 75% plus (2) an amount equal to the bonus projected by the Board of Directors
for the fiscal year in which termination occurred (subject to the terms and
conditions of paragraph 3), and, in the case of (2), pro rated by a fraction,
the numerator of which shall be the actual number of days elapsed in the current
fiscal year and denominator of which shall be 365 (the "Severance Payment"). In
the event that Executive's termination were to occur after the first annual
anniversary of this Agreement, then the amount calculated in (1) above shall be
equal to Executive's yearly base salary in effect on the date of his termination
of employment hereunder multiplied by 100%. The Severance Payment shall be
payable in four equal monthly installments, the first installment to be due and
payable on the first day of the month immediately following such termination. In
addition to the Severance Payment, Executive shall be entitled to receive all
benefits set forth in section 6.1 for the six months following such termination,
on terms and conditions no less favorable than those in effect immediately prior
to the Executive's termination.
6. CERTAIN EMPLOYEE BENEFITS
6.1 During the Employment Term, Executive shall be entitled to participate,
to the extent he is eligible under the terms and conditions thereof, in any
benefit plans which the Company may from time to time provide to its senior
executives during the Employment Term. Unless otherwise specifically set forth
herein, the Company shall be under no obligation to institute or thereafter
continue the existence of any such benefit plan.
6.2 The Company currently has directors and officers liability insurance.
The Company covenants that Executive shall be covered under such policy through
the Employment Term, and thereafter with respect to matters occurring during the
Employment Term.
3
<PAGE>
7. CHANGE OF CONTROL
(a) For the purpose of this Agreement, a "Change of Control" shall mean:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
50% or more (on a fully diluted basis) of either (i) the then outstanding
shares of common stock of the Company, taking into account as outstanding
for this purpose such common stock issuable upon the exercise of options or
warrants, the conversion of convertible stock or debt, and the exercise of
any similar right to acquire such common stock (the "Outstanding Company
Common Stock") or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election
of directors (the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (W) any acquisition
by the Company or any "affiliate" of the Company, within the meaning of 17
C.F.R. ss. 230.405 (an "Affiliate"), (X) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or
any Affiliate, (Y) any acquisition by any corporation pursuant to a
transaction which complies with clauses (X), (Y) and (Z) of subsection
(iii) of this Section 7(a), and (Z) any acquisition by any entity in which
the Executive has a direct or indirect equity interest; or
(ii) Individuals who, as of the effective date hereof, constitute the
Board of Directors (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors; provided,
however, that any individual becoming a director subsequent to such
effective date whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or
4
<PAGE>
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors; or
(iii) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (X) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, and (Y) no
Person (excluding (I) any employee, benefit plan (or related trust)
sponsored or maintained by the Company or any Affiliate of the Company, or
such corporation resulting from such Business Combination or any Affiliate
of such corporation, or (II) any entity in which the Executive has an
equity interest, or any Affiliate of such entity) beneficially owns,
directly or indirectly, 20% or more (on a fully diluted basis) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination, taking into account
as outstanding for this purpose such common stock issuable upon the
exercise of options or warrants, the conversion of convertible stock or
debt, and the exercise of any similar right to acquire such common stock,
or the combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed prior to
the Business Combination and (Z) at least a majority of the members of the
board of directors
5
<PAGE>
of the corporation resulting from such Business Combination were members of
the Incumbent Board at the time of the execution of the initial agreement,
or of the action of the Board of Directors, providing for such Business
Combination; or
(iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
(b) The Company or its successor or purchaser shall notify Executive in
writing, no later than 10 days prior to a Change in Control, whether it desires
Executive to remain employed for a maximum of six months following the Change in
Control (the "Transition Period"). If Executive is notified that it is not
desired that he remain employed following the Change in Control, or if no such
notice is given or the notice references a Transition Period of more than six
months, Executive shall have the right to voluntarily terminate his employment
for the 60-day period following the Change in Control and, subject to Section
7(d) below, such termination shall be deemed to have occurred for Good Reason
for purposes of this Agreement.
(c) If Executive is properly notified that the Company or its successor or
purchaser desires Executive to remain employed for a Transition Period, and if
Executive remains employed for the Transition Period, then Executive shall have
the right to voluntarily terminate his employment for the 60-day period
following the end of the Transition Period and, subject to Section 7(d) below,
such termination shall be deemed to have occurred for Good Reason for purposes
of this Agreement.
(d) If, following a Change in Control, Executive's employment is terminated
by the Company other than for Cause, or Executive terminates his employment for
Good Reason (including for this purpose under circumstances described in Section
7(b) and (c)), (i) the Severance Payment due to Executive pursuant to Section 5
shall be increased by Executive's current base salary multiplied by 25% and (ii)
such payment shall be made to Executive in a single lump sum no later than five
days following his termination.
6
<PAGE>
8. TERMINATION FOR GOOD REASON
Executive may terminate his employment hereunder for Good Reason at any
time during the Employment Term, in which event Executive shall resign from all
of his positions with the Company. For purposes of this Agreement, "Good Reason"
shall mean the Executive's good faith determination that any of the following
has occurred (without Executive's express prior written consent):
(i) The assignment to executive by the Company of duties inconsistent
with those of a vice president or those of such other equivalent or more
senior position then held by Executive, if any (including status, titles,
offices and lines of reporting), except in connection with the termination
of Executive's employment for Cause (as described in paragraph 9),
disability (as defined in section 9.2(c) below), or as a result of
Executive's death or termination by Executive other than for Good Reason;
(ii) A reduction by the Company in Executive's base salary;
(iii) The taking of any action by the Company which would deprive
Executive of any material fringe benefit enjoyed by Executive at any time
during the Emp1oyment Term as set forth in paragraph 6; or
(iv) Any material breach by the Company of any provision of this
Agreement.
9. DISCHARGE FOR CAUSE
9.1 The Company shall have the right to terminate the employment of
Executive during the Employment Term. If the Company terminates the employment
of Executive other than for Cause, the provisions of paragraph 5 hereof shall
apply. If the Company terminates the employment of Executive for Cause, its
obligation under this Agreement to make any further payments to Executive shall
thereupon cease and terminate except for any obligations accrued but which
remain unpaid.
9.2 As used herein, the term "cause" shall be limited to (a) action by
Executive involving willful malfeasance or gross negligence having an adverse
effect on the Company, or (b) failure to act by Executive involving material
malfeasance or gross negligence having an adverse effect on the Company provided
that any action or failure to act by Executive shall not constitute "Cause" if,
in good faith, Executive believed such action or failure to act to be in or not
opposed to the best interests of the
7
<PAGE>
Company, or if Executive shall be entitled, under applicable law or the
Certificate of Incorporation or By-Laws of the Company, to be indemnified with
respect to such action or failure to act, (c) in the event Employer makes a good
faith determination that Executive is so disabled, for mental or physical
reasons, that he is unable to satisfactorily perform his duties hereunder for an
aggregate of 180 days during any period of 12 consecutive months, or (d) the
death of Executive.
9.3 Termination of Executive for Cause pursuant to this section 9 shall be
communicated by a notice of termination.
10. EXPENSES
The Company shall reimburse Executive for reasonable expenses incurred in
connection with the performance of his duties hereunder upon presentation to it
by Executive from time to time of an itemized account of such expenditures in
accordance with the Company's procedures as in effect from time to time.
11. NONDISCLOSURE; NONCOMPETE; INVENTIONS
11.1 "Confidential Information" Defined. As used in this paragraph 11, the
term "Confidential Information" shall mean any and all information (verbal and
written) relating to the Company or any of its respective subsidiaries or any of
its respective activities, other than such information which can be shown by
Executive to be in the public domain (such information not being deemed to be in
the public domain merely because it is embraced by more general information
which is in the public domain) other than as the result of a breach of the
provisions of section 11.2 below, including, but not limited to, information
relating to: technology; research; test procedures and results; machinery and
equipment; manufacturing processes; financial information; products; identity
and description of raw materials and services used; purchasing; costs; pricing;
engineering; customers and prospects; marketing; and selling and servicing.
11.2 Nondisclosure of Confidential Information. Executive shall not, at any
time during the term of his employment by the Company (other than as
8
<PAGE>
may be required in connection with the performance by him of his duties
hereunder) or thereafter directly or indirectly, use, communicate, disclose or
disseminate any Confidential Information in any manner whatsoever.
11.3 Non-compete Covenant
(a) Unless Executive has terminated for Good Reason, Executive shall not,
during the period of his employment by the Company and for a period of 12 months
thereafter, directly or indirectly (a) engage in any business (whether as owner,
manager, operator, lender, partner, shareholder, licensor, licensee, joint
venturer, employee, consultant or otherwise) in which the Company or any of its
then subsidiaries is engaged (or is actively considering engaging) during the
term of Executive's employment by the Company in any geographic area in which
the Company or any of its respective subsidiaries is so engaged or is actively
considering engaging, or (b) take any other action which constitutes an
interference with or a disruption of the activities of the company or any of its
subsidiaries. Notwithstanding the foregoing, Executive shall be permitted to own
(as a passive investment) not more than 1% of any class of securities which is
registered under the Securities Exchange Act of 1934, as amended; provided,
however, that said 1% limitation shall apply to the aggregate holdings of
Executive and those of all other persons and entities with whom Executive has
agreed to act for the purpose of acquiring, holding, voting or disposing of such
securities.
11.4 Certain Activities. For purposes of clarification, but not of
limitation, Executive hereby acknowledges and agrees that the provisions of
section 11.3 above shall serve as a prohibition against him, during the period
referred to therein, directly or indirectly, hiring, offering to hire, enticing
away or in any other manner persuading or attempting to persuade any officer,
employee, agent, lessor, lessee, licensor, licensee, customer, prospective
customer or supplier of the Company or any of its subsidiaries to discontinue or
alter his or its relationship with the Company or any of its subsidiaries.
11.5 Inventions. Executive shall assign, transfer, convey and deliver to
the Company, and hereby does assign, transfer and convey to the Company, all
9
<PAGE>
right, title and interest in and to all ideas, concepts, inventions, devices and
improvements which pertain to methods, apparatus, designs, products, processes,
devices or services sold, leased, used under consideration or development by the
Company or any of subsidiaries, or which otherwise relate or pertain to the
business, functions or operations of the Company or any of its subsidiaries,
whether or not patentable or copyrightable (collectively called "Inventions"),
and in and to any and all patents, copyrights, trademarks and other protection
with respect thereto and applications therefor (including continuations,
continuations-in-part, divisions, reissues, renewals and extensions) for all
countries relating to such Inventions, which Executive, either alone or with
others, may make, conceive or reduce to practice during the term of his
employment by the Company (it being agreed that any Invention disclosed by
Executive within one year following the termination of his employment by the
Company shall be deemed to fall within the provisions of this section 11.5
unless proved by him to have been first conceived, made and reduced to practice
following the termination of his employment by the Company). Executive shall (i)
promptly communicate and disclose to the Company all information, data and
details concerning all Inventions, and (ii) during the term of his employment by
the Company and at any time thereafter, execute all papers and perform all acts,
and cooperate with the Company and its counsel in any other way which, in the
sole view of the Company, is necessary and proper to more fully effectuate the
provisions of this section 11.5. All expenses in connection with the obligations
of Executive under this section 11.5 shall be borne by the Company or its
nominee.
11.6 Records. During the period of his employment by the Company, Executive
shall make and maintain adequate and current written records of all Inventions,
in the form of notes, sketches, drawings and/or reports relating thereto, which
records shall be and shall remain the property of the Company and shall be
available to the Company at all times. Upon the termination of Executive's
employment for any reason whatsoever, all documents, records, notebooks and
other materials which refer or relate to any aspect of the business which
are in the possession of Executive, including all copies thereof, shall be
promptly returned to Employer.
11.7 Injunctive Relief, etc. The parties hereto hereby acknowledge and
agree that (i) the Company would be irreparably injured in the event of
10
<PAGE>
a breach by Executive of any of his obligations under this paragraph 11, (ii)
monetary damages would not be an adequate remedy for any such breach, and (iii)
the Company shall be entitled to injunctive relief, in addition to any other
remedy which it may have, in the event of any such breach. It is hereby also
agreed that the existence of any claims which Executive may have against the
Company or its subsidiaries, whether under this Agreement or otherwise, shall
not be a defense to the enforcement by the Company of any of its rights under
this paragraph 11.
11.8 Scope of Restriction. It is the intent of the parties hereto that the
covenants contained in this paragraph 11 shall be enforced to the fullest extent
permissible under the laws and public policies of each jurisdiction in which
enforcement is sought (Executive hereby acknowledging that said restrictions are
reasonably necessary for the protection of the Company). Accordingly, it is
hereby agreed that if any of the provisions of this paragraph 11 shall be
adjudicated to be invalid or unenforceable for any reason whatsoever, said
provision shall be (only with respect to the operation thereof in the particular
jurisdiction in which such adjudication is made) construed by limiting and
reducing it so as to be enforceable to the extent permissible, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of said provision in any other jurisdiction.
11.9 Nonexclusivity. The undertakings of Executive contained in this
paragraph 11 shall be in addition to, and not in lieu of, any obligations which
he may have with respect to the subject matter hereof, whether by contract, as a
matter of law or otherwise.
12. CAPACITY, ETC.
Employee hereby represents and warrants to Employer that: (a) he has full
power, authority and capacity to execute and deliver this Agreement, and to
perform his obligations hereunder, (b) said execution, delivery and performance
will not (and with the giving of notice or lapse of time or both would not)
result in the breach of any agreements or other obligations to which he is a
party or otherwise bound, and (c) this Agreement is his valid and binding
obligation in accordance with its terms.
11
<PAGE>
13. NOTICES
All notices or communications hereunder shall be in writing, addressed as
follows:
To the Company:
20 East Sunrise Highway
Suite 201
Valley Stream, New York 11581
To Executive:
19 Arcadia Drive
Dix Hills, NY 11746
Any such notice or communication shall be sent certified or registered
mail, return receipt requested, postage prepaid, addressed as above (or to such
other address as such party may designate in writing from time to time), and the
actual date of receipt, as shown by the receipt therefor, shall determine the
time at which notice was given.
14. SEPARABILITY, LEGAL FEES
If any provision of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the remaining provisions hereof which shall remain in full force and
effect. The Company shall pay all legal fees and other fees and expenses which
Executive may incur in entering into this Agreement, if executed (provided the
amount of such legal fees shall not exceed $2,500) or in obtaining, or
attempting to obtain compensation or other benefits under this Agreement.
15. INDEMNIFICATION
The Company shall indemnify and hold harmless the Executive from and
against any and all damage, loss, liability or expense (including reasonable
attorneys' fees which shall be advanced by the Company) arising out of or with
respect to the performance of his duties hereunder in his capacity as an officer
and employee of the Company (or any subsidiary or affiliate thereof) to the
maximum extent permitted by law.
12
<PAGE>
The Executive shall notify the Company of any claim by any third party coming to
his attention which could result in any liability on the Company's part. The
Company shall have the right to conduct the defense against any such claim with
counsel of its selection. The obligations of the Company under this Section 16
shall continue following the termination of this Agreement and/or the
termination of employment of the Executive with the Company.
16. BINDING EFFECT, ASSIGNMENT
(a) This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of Executive and the assigns and successors of the
Company, but neither this Agreement nor any rights hereunder shall be assignable
or otherwise subject to hypothecation by Executive or by the Company. The
Company shall not assign this Agreement to any successor or assignee of the
Company without the written consent of Executive.
(b) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
17. GOVERNING LAW
This Agreement shall be construed, interpreted, and governed in accordance
with the laws of the State of New York.
18. ARBITRATION
Any controversy or claim arising out of or relating to this agreement, or
the breach thereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association in New
York, New York,
13
<PAGE>
and judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
19. ENTIRE AGREEMENT
This Agreement represents the entire agreement of the parties and shall
supersede any and all previous contracts, arrangements or understandings between
the Company and Executive with respect to the subject matter hereof. The
Agreement may be amended at any time by mutual written agreement of the parties
hereto
20. HEADINGS
The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and Executive has hereunto set his hand effective as of the date set
forth above.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By: s/ Stephen Katz
---------------------------------
Stephen Katz
Chairman of the Board
s/ Thomas Oliveri
---------------------------------
Thomas Oliveri
14
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