SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)1
NICOLLET PROCESS ENGINEERING, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
654085 10 9
(CUSIP Number)
Karen Kusko, Esq.
c/o Oscar Capital Management LLC
900 Third Avenue
New York, NY 10022
(212) 610-2713
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 24, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 18 Pages)
- -------------------------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the NOTES).
<PAGE>
SCHEDULE 13D
- ----------------------------------- ----------------------------------
CUSIP No.: 654085 10 9 Page 2 of 18 Pages
- ----------------------------------- ----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew K. Boszhardt, Jr.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|X| (a)
|_| (b)
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,471,500
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,471,500
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,575,500 (includes 104,000 warrants)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------------------- ----------------------------------
CUSIP No.: 654085 10 9 Page 3 of 18 Pages
- ----------------------------------- ----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Scaramucci
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|X| (a)
|_| (b)
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 166,667
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
166,667
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,667 (includes 4,000 warrants)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ----------------------------------- ----------------------------------
CUSIP No.: 654085 109 Page 4 of 18 Pages
- ----------------------------------- ----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David R. Chamberlin
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|X| (a)
|_| (b)
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 399,167
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
399,167
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,167 (includes 33,000 warrants)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- ----------------------------------- ----------------------------------
CUSIP No.: 654085 10 9 Page 5 of 18 Pages
- ----------------------------------- ----------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oscar Capital Management LLC
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|X| (a)
|_| (b)
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 233,333
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
233,333
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,333
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 2, dated December 3, 1998, amends the original
Schedule 13D previously filed by Andrew K. Boszhardt, Jr., Anthony Scaramucci,
David R. Chamberlin and Oscar Capital Management LLC ("Oscar") on November
17, 1997, as amended by Amendment No. 1 thereto filed on November 18, 1997,
relating to the Common Stock, no par value per share (the "Common Stock"), of
Nicollet Process Engineering, Inc. (the "Company").
ITEM 1. SECURITY AND ISSUER.
This statement refers to the shares of Common Stock of the Company.
The principal executive offices of the Company are located at 420 North Fifth
Street, Ford Centre, Suite 1040, Minneapolis, Minnesota, 55401.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated as follows:
(a) The names of the persons (the "Reporting Persons") filing this
statement are:
Andrew K. Boszhardt, Jr.
Anthony Scaramucci
David R. Chamberlin
Oscar Capital Management LLC
(b) The business address of the persons filing this statement, except
for David R. Chamberlin, is 900 Third Avenue, New York, New York, 10022. The
business address of David R. Chamberlin is 260 Wrights Road, Aspen, Colorado,
81612.
(c) Andrew K. Boszhardt, Jr. is a member owning 66.67% of the
ownership interest in Oscar Capital Management LLC, a registered investment
adviser.
Anthony Scaramucci is a member owning 33.33% of the ownership interest
in Oscar Capital Management LLC, a registered investment adviser.
David R. Chamberlin is a former co-worker and long-time friend of
Andrew K. Boszhardt. Mr. Chamberlin is an independent investment manager.
Oscar Capital Management LLC is a registered investment adviser.
Andrew K. Boszhardt, Jr. and Anthony Scaramucci are the sole members of Oscar
Capital Management LLC.
(d) and (e). None of the individuals named have, within the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or have been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding have been or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
(f) All of the individuals named are United States citizens. Oscar
Capital Management LLC is a New York limited liability company.
This Schedule is being filed because the Reporting Persons may be
deemed to constitute a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Act"). However, the filing of this
Schedule shall not be deemed an admission by any Reporting Person that such
Reporting Person is part of a group or is required to file this Schedule and,
except as may otherwise be specifically stated herein, each Reporting Person
disclaims beneficial ownership of the shares of Common Stock beneficially owned
by all of the other Reporting Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Personal funds were used to acquire the securities referred to in Item
5 below.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding thereto the following:
The shares of Common Stock, the ownership of which is reported hereby,
were acquired for investment purposes.
On November 24, 1998, Andrew K. Boszhardt, Jr. and Anthony Scaramucci
executed subscription agreements (the "Subscription Agreements") with the
Company to purchase an aggregate of 900,000 shares of Common Stock (the
"Shares"), as further described in Item 5 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 24, 1998, shares of the Common Stock of the Company
were beneficially owned by the Reporing Persons as follows:
COMMON STOCK Warrants
Andrew K. Boszhardt, Jr. 1,471,500 104,000
Anthony Scaramucci 166,667 4,000
David R. Chamberlin 399,167 33,000
Oscar Capital Management LLC 233,333
As reported in the Company's Form 10-QSB, for the quarterly period
ended May 31, 1998, the Company currently has 5,545,195 shares of Common Stock
outstanding.
The Reporting Persons own an aggregate of 2,411,667 shares of Common
Stock, constituting 42.4% of the Common Stock which will then be outstanding.
(b) See the answer to Item 2 hereof.
(c) On November 24, 1998, Andrew K. Boszhardt, Jr. and Anthony
Scaramucci executed the Subscription Agreements with the Company to purchase the
Shares, at a purchase price of $.50 per share. Each of the individual
subscribers purchased the Shares in the following amounts pursuant to the
Subscription Agreements:
Andrew K. Boszhardt, Jr. 850,000
Anthony Scaramucci 50,000
Although in the Company's most recently filed Form 10-QSB, for the
quarterly period ended May 31, 1998, the Company reported that, on March 12,
1998, the Company sold 450,000 shares of Common Stock, at a price of $0.50 per
share, to Andrew K. Boszhardt, Jr. and Anthony Scaramucci, Messrs. Boszhardt and
Scaramucci believe that they were not, at such time, beneficial owners of such
shares of Common Stock because the form and terms of the investment were still
being negotiated. No subscription agreements were executed nor any shares of
Common Stock issued at such time, therefore, Messrs. Boszhardt and Scaramucci
were not beneficial owners of the shares as they did not have the power to vote,
or direct the voting of, such shares, nor did they have the power to dispose, or
direct the disposition of, such shares.
(d) and (e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits relating to the transactions that led
to the filing of this Amendment No. 2 to the Schedule 13D
Statement dated November 17, 1997, as amended by Amendment No.
1 thereto filed on November 18, 1997, are filed herewith:
1. Subscription Agreement and Letter of Investment Intent,
dated November 24, 1998 by Andrew K. Boszhardt, Jr. (Exhibit A)
2. Subscription Agreement and Letter of Investment Intent,
dated November 24, 1998 by Andrew K. Boszhardt, Jr. (Exhibit B)
3. Subscription Agreement and Letter of Investment Intent,
dated November 24, 1998 by Anthony Scaramucci. (Exhibit C)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 3, 1998
OSCAR CAPITAL MANAGEMENT LLC
for itself
By: *
--------------------------
Andrew K. Boszhardt, Jr.
*
--------------------------
Andrew K. Boszhardt, Jr.
*
---------------------------
Anthony Scaramucci
*
---------------------------
David R. Chamberlin
OSCAR CAPITAL MANAGEMENT LLC
As Attorney in Fact
/s/ Andrew K. Boszhardt, Jr.
- ---------------------------------
By: Andrew K. Boszhardt, Jr.
Title: Chief Executive Officer
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT AND
LETTER OF INVESTMENT INTENT
NICOLLET PROCESS ENGINEERING, INC.
420 N. 5TH ST. STE #1040
MINNEAPOLIS, MN 55401
Ladies and Gentlemen:
The undersigned ANDREW K. BOSZHARDT, JR. hereby subscribes to purchase
450,000 shares (the "Shares") of common stock, $.01 par value (the "Common
Stock"), of NICOLLET PROCESS ENGINEERING, INC., a Minnesota corporation (the
"Company"), for a purchase price of $.50 per share and upon the other terms and
conditions set forth below. A check or other payment payable to "Nicollet
Process Engineering, Inc." in the amount of $225,000 for the Shares is also
delivered herewith. The Subscriber acknowledges that the Company is relying upon
the accuracy and completeness of the representations contained herein in
complying with its obligations under applicable securities laws and that a
subscription for Shares may be rejected for any reason.
The Subscriber acknowledges and represents as follows:
1. The subscriber has received copies of all documents and any other
information requested from the Company and has had an opportunity to ask
questions of and receive answers from the management of the Company concerning
the terms and conditions of the offering and to obtain any additional
information desired or has elected to waive such opportunity. The Subscriber
confirms that the Subscriber is fully informed regarding the financial condition
of the Company, the administration of its business affairs and its prospects for
the future, and that the Company makes no assurance whatsoever concerning the
present and prospective value of the Shares to be acquired.
2. The Subscriber realized that the Shares, as an investment, are
speculative and involve a high degree of risk. The Subscriber believes that an
investment in the Shares is suitable for the Subscriber based upon the
Subscriber's investment objectives and financial needs, and the Subscriber has
the financial means to undertake the risks of an investment in the Shares, to
hold the Shares for an indefinite period of time, and to withstand a complete
loss of the Subscriber's investment in the Shares.
3. The Subscriber, either alone or with the assistance of a
professional advisor, has such knowledge and experience in financial and
business matters that the Subscriber is capable of evaluating the merits and
risks of an investment in the Shares. The Subscriber has obtained, to the extent
deemed necessary, personal professional advice with respect to the risks
inherent in, and the suitability of, an investment in the Shares in light of the
Subscriber's financial condition and investment needs.
4. The Shares are being purchased by the Subscriber for investment
purposes in the Subscriber's name solely for Subscriber's own beneficial
interest and not as nominee for, or for the beneficial interest of, or with the
intention to transfer to, any other person, trust or organization.
5. The Subscriber acknowledges that (a) the Subscriber must bear the
economic risk of an investment in the Shares for an indefinite period of time
because the Shares have not been registered under the Securities Act of 1933 or
any applicable state securities laws and therefore may not be sold, transferred,
assigned or otherwise disposed of unless such disposition is subsequently
registered under such laws or exemptions from such registrations are available,
and (b) a legend will be placed on the certificate evidencing the Shares stating
that the Shares have not been registered under the Securities Act of 1933 and
referencing the restrictions on the transferability of the Shares.
6. The Subscriber is a bona fide resident of the State of New York.
7. The Subscriber is an "accredited investor" within the meaning of
Rule 501 under the Securities Act of 1933, coining within the category or
categories marked below. For any category marked, the Subscriber has truthfully
set forth the factual basis or reason the undersigned comes within that
category. ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY
CONFIDENTIAL. The Subscriber agrees to furnish any additional information that
the Company deems necessary in order to verify the answers set forth below.
/x/ The Subscriber is a director or executive officer of the
Company.
/x/ The Subscriber is an individual with a net worth, or joint
net worth with spouse, presently exceeding $1,000,000.
/x/ The Subscriber is an individual who either (I)
had an income in excess of $200,000 in each of
the years 1995 and 1996 and who reasonably
expects income in excess of $200,000 in 1997, or
(ii) had a joint income with spouse in excess of $300,000
in each of the years 1995 and 1996 and who reasonably
expect a joint income in excess of $300,000 in 1997.
/ / The Subscriber is a corporation, partnership,
business trust or a non-profit Organization within
the meaning of Section 501(c)(3)of the Internal
Revenue Code that was not formed for the purpose of
acquiring the securities of the Company, and that has
total assets in excess of $5,000,000.
/ / Other (please specify).
8. If the Subscriber is not an individual, (a) the Subscriber was not
organized for the specific purpose of acquiring the Shares, and (b) this
Subscription Agreement has been duly authorized by all necessary action an the
part of the Subscriber, has been duly executed by an authorized officer or
representative of the Subscriber and is a legal, valid, and binding obligation
of the Subscriber enforceable in accordance with its terms.
9. The Subscriber desires that the Shares be held as follows (check
one):
(a) |x| Individual Ownership (f) |_| Corporation*
(b) |_| Community Property (g) |_| Trust*
(c) |_| Jt. Tenant with Right of (h) |_| Limited Liability Company
Survivorship
(d) |_| Partnership* (i) |_| Other (please describe)
(e) |_| Tenants in Common
------------------------
Dated: NOV. 24, 1998
/S/ANDREW K. BOSZHARDT, JR.
- ------------------------------ -----------------------------
Signature Signature
- ------------------------------ -----------------------------
Title (if applicable)* Title (if applicable)*
ANDREW K. BOSZHARDT, JR.
- ------------------------------ -----------------------------
Name Typed or Printed Name Typed or Printed
900 THIRD AVENUE, 2ND FLOOR
- ------------------------------ -----------------------------
Address Address
NEW YORK, NEW YORK 10022
- ------------------------------ -----------------------------
City, State and Zip Code City, State and Zip Code
###-##-####
- ------------------------------ ------------------------------
Tax Identification or Social Security # Tax Identification or Social Security #
* * * * * * * *
This Subscription Agreement is accepted by the Company as of ________, ____.
Nicollet Process Engineering, Inc.
By:___________________________
Robert A. Pitner
Its: President & CEO
<PAGE>
EXHIBIT B
SUBSCRIPTION AGREEMENT AND
LETTER OF INVESTMENT INTENT
NICOLLET PROCESS ENGINEERING, INC.
420 N. 5TH ST. STE #1040
MINNEAPOLIS, MN 55401
Ladies and Gentlemen:
The undersigned ANDREW K. BOSZHARDT, JR. hereby subscribes to purchase
400,000 shares (the "Shares") of common stock, $.01 par value (the "Common
Stock"), of NICOLLET PROCESS ENGINEERING, INC., a Minnesota corporation (the
"Company"), for a purchase price of $.50 per share and upon the other terms and
conditions set forth below. A check or other payment payable to "Nicollet
Process Engineering, Inc." in the amount of $200,000 for the Shares is also
delivered herewith. The Subscriber acknowledges that the Company is relying upon
the accuracy and completeness of the representations contained herein in
complying with its obligations under applicable securities laws and that a
subscription for Shares may be rejected for any reason.
The Subscriber acknowledges and represents as follows:
1. The subscriber has received copies of all documents and any other
information requested from the Company and has had an opportunity to ask
questions of and receive answers from the management of the Company concerning
the terms and conditions of the offering and to obtain any additional
information desired or has elected to waive such opportunity. The Subscriber
confirms that the Subscriber is fully informed regarding the financial condition
of the Company, the administration of its business affairs and its prospects for
the future, and that the Company makes no assurance whatsoever concerning the
present and prospective value of the Shares to be acquired.
2. The Subscriber realized that the Shares, as an investment, are
speculative and involve a high degree of risk. The Subscriber believes that an
investment in the Shares is suitable for the Subscriber based upon the
Subscriber's investment objectives and financial needs, and the Subscriber has
the financial means to undertake the risks of an investment in the Shares, to
hold the Shares for an indefinite period of time, and to withstand a complete
loss of the Subscriber's investment in the Shares.
3. The Subscriber, either alone or with the assistance of a
professional advisor, has such knowledge and experience in financial and
business matters that the Subscriber is capable of evaluating the merits and
risks of an investment in the Shares. The Subscriber has obtained, to the extent
deemed necessary, personal professional advice with respect to the risks
inherent in, and the suitability of, an investment in the Shares in light of the
Subscriber's financial condition and investment needs.
4. The Shares are being purchased by the Subscriber for investment
purposes in the Subscriber's name solely for Subscriber's own beneficial
interest and not as nominee for, or for the beneficial interest of, or with the
intention to transfer to, any other person, trust or organization.
5. The Subscriber acknowledges that (a) the Subscriber must bear the
economic risk of an investment in the Shares for an indefinite period of time
because the Shares have not been registered under the Securities Act of 1933 or
any applicable state securities laws and therefore may not be sold, transferred,
assigned or otherwise disposed of unless such disposition is subsequently
registered under such laws or exemptions from such registrations are available,
and (b) a legend will be placed on the certificate evidencing the Shares stating
that the Shares have not been registered under the Securities Act of 1933 and
referencing the restrictions on the transferability of the Shares.
6. The Subscriber is a bona fide resident of the State of New York.
7. The Subscriber is an "accredited investor" within the meaning of
Rule 501 under the Securities Act of 1933, coining within the category or
categories marked below. For any category marked, the Subscriber has truthfully
set forth the factual basis or reason the undersigned comes within that
category. ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY
CONFIDENTIAL. The Subscriber agrees to furnish any additional information that
the Company deems necessary in order to verify the answers set forth below.
/x/ The Subscriber is a director or executive officer of the Company.
/x/ The Subscriber is an individual with a net worth,
or joint net worth with spouse, presently exceeding $1,000,000.
/x/ The Subscriber is an individual who either (i)
had an income in excess of $200,000 in each of
the years 1995 and 1996 and who reasonably
expects income in excess of $200,000 in 1997, or
(ii) had a joint income with spouse in excess of $300,000
in each of the years 1995 and 1996 and who reasonably
expect a joint income in excess of $300,000 in 1997.
/ / The Subscriber is a corporation, partnership,
business trust or a non-profit Organization within
the meaning of Section 501(c)(3)of the Internal
Revenue Code that was not formed for the purpose of
acquiring the securities of the Company, and that has
total assets in excess of $5,000,000.
/ / Other (please specify).
8. If the Subscriber is not an individual, (a) the Subscriber was not
organized for the specific purpose of acquiring the Shares, and (b) this
Subscription Agreement has been duly authorized by all necessary action an the
part of the Subscriber, has been duly executed by an authorized officer or
representative of the Subscriber and is a legal, valid, and binding obligation
of the Subscriber enforceable in accordance with its terms.
9. The Subscriber desires that the Shares be held as follows (check
one):
(a) |x| Individual Ownership (f) |_| Corporation*
(b) |_| Community Property (g) |_| Trust*
(c) |_| Jt. Tenant with Right of (h) |_| Limited Liability Company
Survivorship
(d) |_| Partnership* (i) |_| Other (please describe)
(e) |_| Tenants in Common
------------------------
Dated: NOV. 24, 1998
/S/ANDREW K. BOSZHARDT, JR.
- ------------------------------ -----------------------------
Signature Signature
- ------------------------------ -----------------------------
Title (if applicable)* Title (if applicable)*
ANDREW K. BOSZHARDT, JR.
- ------------------------------ -----------------------------
Name Typed or Printed Name Typed or Printed
900 THIRD AVENUE, 2ND FLOOR
- ------------------------------- -----------------------------
Address Address
NEW YORK, NEW YORK 10022
- ------------------------------ -----------------------------
City, State and Zip Code City, State and Zip Code
###-##-####
- ------------------------------ -----------------------------
Tax Identification or Social Security # Tax Identification or Social Security #
* * * * * * * *
This Subscription Agreement is accepted by the Company as of __________, ____.
Nicollet Process Engineering, Inc.
By:___________________________
Robert A. Pitner
Its: President & CEO
<PAGE>
EXHIBIT C
SUBSCRIPTION AGREEMENT AND
LETTER OF INVESTMENT INTENT
NICOLLET PROCESS ENGINEERING, INC.
420 N. 5TH ST. STE #1040
MINNEAPOLIS, MN 55401
Ladies and Gentlemen:
The undersigned ANTHONY SCARAMUCCI hereby subscribes to purchase
50,000 shares (the "Shares") of common stock, $.01 par value (the "Common
Stock"), of NICOLLET PROCESS ENGINEERING, INC., a Minnesota corporation (the
"Company"), for a purchase price of $.50 per share and upon the other terms and
conditions set forth below. A check or other payment payable to "Nicollet
Process Engineering, Inc." in the amount of $25,000 for the Shares is also
delivered herewith. The Subscriber acknowledges that the Company is relying upon
the accuracy and completeness of the representations contained herein in
complying with its obligations under applicable securities laws and that a
subscription for Shares may be rejected for any reason.
The Subscriber acknowledges and represents as follows:
1. The subscriber has received copies of all documents and any other
information requested from the Company and has had an opportunity to ask
questions of and receive answers from the management of the Company concerning
the terms and conditions of the offering and to obtain any additional
information desired or has elected to waive such opportunity. The Subscriber
confirms that the Subscriber is fully informed regarding the financial condition
of the Company, the administration of its business affairs and its prospects for
the future, and that the Company makes no assurance whatsoever concerning the
present and prospective value of the Shares to be acquired.
2. The Subscriber realized that the Shares, as an investment, are
speculative and involve a high degree of risk. The Subscriber believes that an
investment in the Shares is suitable for the Subscriber based upon the
Subscriber's investment objectives and financial needs, and the Subscriber has
the financial means to undertake the risks of an investment in the Shares, to
hold the Shares for an indefinite period of time, and to withstand a complete
loss of the Subscriber's investment in the Shares.
3. The Subscriber, either alone or with the assistance of a
professional advisor, has such knowledge and experience in financial and
business matters that the Subscriber is capable of evaluating the merits and
risks of an investment in the Shares. The Subscriber has obtained, to the extent
deemed necessary, personal professional advice with respect to the risks
inherent in, and the suitability of, an investment in the Shares in light of the
Subscriber's financial condition and investment needs.
4. The Shares are being purchased by the Subscriber for investment
purposes in the Subscriber's name solely for Subscriber's own beneficial
interest and not as nominee for, or for the beneficial interest of, or with the
intention to transfer to, any other person, trust or organization.
5. The Subscriber acknowledges that (a) the Subscriber must bear the
economic risk of an investment in the Shares for an indefinite period of time
because the Shares have not been registered under the Securities Act of 1933 or
any applicable state securities laws and therefore may not be sold, transferred,
assigned or otherwise disposed of unless such disposition is subsequently
registered under such laws or exemptions from such registrations are available,
and (b) a legend will be placed on the certificate evidencing the Shares stating
that the Shares have not been registered under the Securities Act of 1933 and
referencing the restrictions on the transferability of the Shares.
6. The Subscriber is a bona fide resident of the State of New York.
7. The Subscriber is an "accredited investor" within the meaning of
Rule 501 under the Securities Act of 1933, coining within the category or
categories marked below. For any category marked, the Subscriber has truthfully
set forth the factual basis or reason the undersigned comes within that
category. ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY
CONFIDENTIAL. The Subscriber agrees to furnish any additional information that
the Company deems necessary in order to verify the answers set forth below.
/ / The Subscriber is a director or executive officer of the Company.
/x/ The Subscriber is an individual with a net worth, or joint net
worth with spouse, presently exceeding $1,000,000.
/x/ The Subscriber is an individual who either (i) had an income in
excess of $200,000 in each of the years 1995 and 1996 and who
reasonably expects income in excess of $200,000 in 1997, or
(ii) had a joint income with spouse in excess of $300,000 in
each of the years 1995 and 1996 and who reasonably expect a joint
income in excess of $300,000 in 1997.
/ / The Subscriber is a corporation, partnership, business trust or
a non-profit Organization within the meaning of Section 501(c)(3)
of the Internal Revenue Code that was not formed for the purpose
of acquiring the securities of the Company, and that has
total assets in excess of $5,000,000.
/ / Other (please specify).
8. If the Subscriber is not an individual, (a) the Subscriber was not
organized for the specific purpose of acquiring the Shares, and (b) this
Subscription Agreement has been duly authorized by all necessary action an the
part of the Subscriber, has been duly executed by an authorized officer or
representative of the Subscriber and is a legal, valid, and binding obligation
of the Subscriber enforceable in accordance with its terms.
9. The Subscriber desires that the Shares be held as follows (check
one):
(a) |x| Individual Ownership (f) |_| Corporation*
(b) |_| Community Property (g) |_| Trust*
(c) |_| Jt. Tenant with Right of (h) |_| Limited Liability Company
Survivorship
(d) |_| Partnership* (i) |_| Other (please describe)
(e) |_| Tenants in Common
------------------------
Dated: NOV. 24, 1998
/S/ANTHONY SCARAMUCCI
- ---------------------------- ---------------------------------
Signature Signature
- ---------------------------- ------------------------------
Title (if applicable)* Title (if applicable)*
ANTHONY SCARAMUCCI
- ---------------------------- ------------------------------
Name Typed or Printed Name Typed or Printed
900 THIRD AVENUE, 2ND FLOOR
- ------------------------------ ------------------------------
Address Address
NEW YORK, NEW YORK 10022
- ------------------------------ ------------------------------
City, State and Zip Code City, State and Zip Code
###-##-####
- ------------------------------ ------------------------------
Tax Identification or Social Security # Tax Identification or Social Security #
* * * * * * * *
This Subscription Agreement is accepted by the Company as of _________, ______.
Nicollet Process Engineering, Inc.
By:___________________________
Robert A. Pitner
Its: President & CEO
