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. 3)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)
FEBRUARY 17, 1999
(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 15 Pages)
- -------------------------
2 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>
- -------------------------------- -------------------------------
CUSIP No.: 654085 10 9 13D Page 2 of 15 Pages
- -------------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 1,804,833
BENEFICIALLY
OWNED BY -----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -----------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,804,833
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,908,833 (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)
30.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------------------- -------------------------------
CUSIP No.: 654085 10 9 13D Page 3 of 15 Pages
- -------------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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)
2.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------------------- -------------------------------
CUSIP No.: 654085 10 9 13D Page 4 of 15 Pages
- -------------------------------- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
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 732,500
BENEFICIALLY
OWNED BY -----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -----------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
732,500
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,500 (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)
12.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------------------- -------------------------------
CUSIP No.: 654085 10 9 13D Page 5 of 15 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)
3.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3, dated February 25, 1999, 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, and Amendment No.
2 thereto filed on December 3, 1998, 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 February 17, 1999, Andrew K. Boszhardt, Jr. and David R.
Chamberlin executed subscription agreements (the "Subscription Agreements") with
the Company to purchase an aggregate of 666,666 shares of Common Stock (the
"Shares"), as further described in Item 5 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 17, 1999, shares of the Common Stock of the
Company were beneficially owned by the Reporting Persons as follows:
COMMON STOCK Warrants
Andrew K. Boszhardt, Jr. 1,804,833 104,000
Anthony Scaramucci 166,667 4,000
David R. Chamberlin 732,500 33,000
Oscar Capital Management LLC 233,333
As reported in the Company's Form 10-QSB, for the quarterly period
ended November 30, 1998, the Company currently has 6,245,861 shares of Common
Stock outstanding.
The Reporting Persons own an aggregate of 3,078,333 shares of Common
Stock, constituting 48.1% of the Common Stock which will then be outstanding.
(b) See the answer to Item 2 hereof.
(c) On February 17, 1999, Andrew K. Boszhardt, Jr. and David R.
Chamberlin executed the Subscription Agreements with the Company to purchase the
Shares, at a purchase price of $0.15 per share. Each of the individual
subscribers purchased the Shares in the following amounts pursuant to the
Subscription Agreements:
Andrew K. Boszhardt, Jr. 333,333
David R. Chamberlin 333,333
Although in the Company's most recently filed Form 10-KSB, for the
fiscal year ended August 31, 1998, the Company reported that, as of December 15,
1998, Messrs. Boszhardt and Chamberlin beneficially owned, in aggregate,
2,537,333 shares of Common Stock, Messrs. Boszhardt and Chamberlin believe that
the Form 10-KSB overstated their holdings by 666,666 shares, the Shares Messrs.
Boszhardt and Chamberlin were to obtain pursuant to the Subscription Agreements.
While Messrs. Boszhardt and Chamberlin acknowledge that they advanced to the
Company $50,000 on each of May 8, 1998 and May 22, 1998, which amounts were
later determined to constitute full payment for the Shares, Messrs. Boszhardt
and Chamberlin contend that, as of December 15, 1998, they were not 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 Chamberlin were not beneficial owners of such 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. 3 to the Schedule 13D Statement dated
November 17, 1997, as amended by Amendment No. 1 thereto filed on
November 18, 1997, and Amendment No. 2 thereto filed on December 3,
1998, are filed herewith:
Subscription Agreement and Letter of Investment Intent, dated
February 17, 1999 by Andrew K. Boszhardt, Jr. (Exhibit A)
Subscription Agreement and Letter of Investment Intent, dated
February 17, 1999 by David R. Chamberlin, Jr. (Exhibit B)
<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: February 25, 1999
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 333,333 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 $0.15 per share and upon the other
terms and conditions set forth below. The Company acknowledges that the
Subscriber advanced to the Company $25,000 on each of May 8, 1998 and May 22,
1998, which amounts shall constitute full payment for the Shares. 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.
/ / 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 Survivorship (h) |_| Limited Liability Company
(d) |_| Partnership*
(e) |_| Tenants in Common (i) |_| Other (please describe)
------------------------
Dated: FEBRUARY 17, 1999
/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
c/o Oscar Capital Management, LLC
900 THIRD AVENUE, 2ND FLOOR
- ------------------------------ --------------------------------------
Address Address
NEW YORK, NEW YORK 10021
- ------------------------------ --------------------------------------
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 February
17, 1999.
Nicollet Process
Engineering, Inc.
By: /S/ ROBERT A. PITNER
Robert A. Pitner
Its: 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
333,333 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 $0.15 per share and upon the other terms and
conditions set forth below. The Company acknowledges that the Subscriber
advanced to the Company $25,000 on each of May 8, 1998 and May 22, 1998, which
amounts shall constitute full payment for the Shares. 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.
/_/ The Subscriber is an individual with a net worth, or joint net
worth with spouse, presently exceeding $1,000,000.
/_/ 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) /x/ Trust*
(c) |_| Jt. Tenant with Right of (h) |_| Limited Liability Company
Survivorship
(d) |_| Partnership*
(e) |_| Tenants in Common (i) |_| Other (please describe)
------------------------
Dated: FEBRUARY _17, 1999
/S/ DAVID R. CHAMBERLIN, TRUSTEE ---------------------------------
Signature Signature
David R. Chamberlin, TR UA Nov. 11, 1975 ---------------------------------
DAVID R. CHAMBERLIN REV. TRUST
Title (if applicable)* Title (if applicable)*
DAVID R. CHAMBERLIN ---------------------------------
Name Typed or Printed Name Typed or Printed
P.O. BOX 7926
- ------------------------------- ---------------------------------
Address Address
ASPEN, COLORADO 81612 ---------------------------------
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 February 17, 1999.
Nicollet Process
Engineering, Inc.
By: /S/ ROBERT A. PITNER
Robert A. Pitner
Its: CEO
