<PAGE>
As filed with the Securities and Exchange Commission on August 4, 1998
Registration No. 333- ___________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------
TECH SQUARED INC.
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1591872
- ------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
5198 West 76th Street
Edina, Minnesota 55439
(612) 832-5622
--------------------------------------------
(Address of Principal Executive Offices)
TECH SQUARED INC. 1995 STOCK OPTION PLAN
--------------------------------------------
(Full Title of the Plan)
Joel A. Ronning
5198 West 76th Street
Edina, Minnesota 55439
(612) 832-5622
--------------------------------------------
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
Michael W. Schley, Esq.
Larkin, Hoffman, Daly & Lindgren, Ltd.
1500 Norwest Financial Center
7900 Xerxes Avenue South
Bloomington, Minnesota 55431
(612) 835-3800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Title of Securities to be Registered Registered Price Per Share (1) Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common stock (no par value) 396,000 $4.84 $1,916,640 $565.41
- -------------------------------------------------------------------------- ---------------------------------------------------------
Common stock (no par value)(2) 425,000 $4.84 $2,057,000 $606.81
- ------------------------------------------------------------------------------------------------------------------------------------
Total 821,000 N/A N/A $1,172.22
- ------------------------------------------------------------------------------------------------------------------------------------
SEE FOOTNOTES ON NEXT PAGE.
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
(1) Pursuant to Rule 457(h) and (c), the proposed maximum offering price per
share, $4.84, was estimated based on the average of the bid and asked
prices of the registrant's common stock as reported in the local
over-the-counter market on July 28, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein,
to the extent such interests may be deemed securities. No additional fee
is payable for the registration of such interests.
(2) Represents shares of Common Stock issuable to affiliates of the Registrant
upon exercise of options and which are being registered for resale by the
holders thereof.
ii
<PAGE>
INTRODUCTION
Tech Squared Inc. (the "Registrant") hereby registers the sale of up to
396,000 shares of its Common Stock, no par value. Such shares may be issued
upon the exercise of stock options granted to employees, non-employee directors,
consultants and independent contractors of the Registrant pursuant to incentive
and non-incentive stock option agreements. The purpose of the Registrant's
issuance of stock options is to aid the Registrant in attracting and retaining
certain employees, non-employee members of the Board of Directors and
consultants by enabling the acquisition of a financial interest in the
Registrant through the issuance of shares with respect to his or her services as
an employee, non-employee member of the Board of Directors or consultant. All
of the shares of common stock issuable upon exercise of options issued and
outstanding under the Tech Squared Inc. 1995 Stock Option Plan (the "Plan") are
held by employees or former employees of the Registrant or permitted
transferees. The Registrant hereby registers those shares of its Common Stock
issuable pursuant to the Plan: (i) upon exercise of options, whenever granted,
which were granted to its employees with a starting date of employment between
January 1, 1996 and June 30, 1996; (ii) upon exercise of options held by one
employee whose hiring date was prior to January 1, 1996, but whose shares have
not been registered; and (iii) upon exercise of options, whenever granted, which
were granted to two employees whose hiring date was not between January 1, 1996
and June 30, 1996, but whose employment agreements (as filed herewith) provide
for the registration of their shares. The Registrant may file another
Registration Statement covering shares issuable upon exercise of options granted
pursuant to the Plan to its employees with a starting date of employment which
were (or are) as of dates later than such date. Additionally, the Registrant
hereby also registers for resale those shares of its Common Stock issuable upon
exercise of options included in (i), (ii) or (iii), above, which options are
held by affiliates of the Registrant.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates herein the following documents filed with the
Securities and Exchange Commission (the "Commission") and makes them a part
hereof by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1998;
(c) The description of the Registrant's Common Stock that is contained
in the Registrant's Registration Statement on Form 10-SB, registering the
Registrant's Common Stock under Section 12 of the Securities Exchange Act
of 1934, including any amendments or reports filed for the purpose of
updating such description; and
(d) The Registrant's definitive proxy statement dated April 30, 1998,
filed pursuant to Section 14 of the Securities Exchange Act in connection
with the annual meeting of stockholders held June 5, 1998.
All reports and other documents subsequently filed by the Registrant after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Minnesota Business Corporation Act, the Registrant's
Restated Articles of Incorporation eliminate the liability of the Registrant's
directors for monetary damages arising from any breach of fiduciary duty as a
member of the Registrant's Board of Directors (except as expressly prohibited by
Minnesota Statutes, Section 302A.521, subd. 4). Article VII of the Registrant's
Restated Articles of Incorporation provides as follows:
No directors of this corporation shall be personally liable to the
corporation or its shareholders for monetary damages for a breach of
fiduciary duty as a director; provided, however, that this Article VII
shall not limit or eliminate the liability of a director to the extent
provided by applicable law for (i) breach of a director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) violations of Section 302A.559 or 80A.23 of
the Minnesota Statutes; (iv) any transaction from which a director
derived any
II-2
<PAGE>
improper personal benefit; or (iv) any act or omission occurring prior
to the date when this provision becomes effective.
The provisions of this Article VII shall not be deemed to limit or
preclude indemnification of a director by this corporation for any
liability of a director which has not been eliminated by the
provisions of this Article VII.
If the Minnesota Statutes hereinafter are amended to authorize the
further elimination or limitation of the liability of directors, then
the liability of a director of the corporation in addition to what is
provided herein, shall be further eliminated or limited to the fullest
extent permitted by the Minnesota Statutes as so amended.
Any amended or repeal of this Article VII shall be prospective only
and shall not adversely affect any limitation of the personal
liability of a director of the corporation existing at the time or
such repeal or limitation.
Section 302A.521 of the Minnesota Statutes requires the Company to indemnify
a person made or threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person with respect to the Company,
against judgments, penalties, fines, including reasonable expenses, if such
person: (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and
(5) in the case of acts or omissions occurring in the person's performance in
the official capacity of director or, for a person not a director, in the
official capacity of officer, committee member, employee or agent, reasonably
believed that the conduct was in the best interests of the Company, or, in the
case of performance by a director, officer, employee or agent of the Company as
a director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification shall be made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board of Directors, by special legal counsel, by
the shareholders or by a court.
Article VI of the Registrant's Bylaws set forth the rights of directors,
officers and employees of the Registrant to indemnification and the procedures
related thereto. In addition, the Bylaws provide that the right of such persons
to indemnification shall not be exclusive of any other right of indemnification
of such person, authorize the Registrant to obtain directors and officer's
liability insurance and authorize the Registrant to enter into indemnification
agreements with its directors.
The Registrant maintains a policy of directors and officers liability
insurance which reimburses the Registrant for expenses which may be incurred in
conjunction with the foregoing indemnity provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-3
<PAGE>
ITEM 8. EXHIBITS.
4.1 Articles of Merger of MacUSA and Jaguar Newco Inc. effective May 9,
1995 (incorporated herein as Exhibit No. 2.1 in (1) below).
4.2 Amendment to Articles of Incorporation of the Registrant effective
May 9, 1995 (incorporated herein as Exhibit No. 3.1 in (2) below).
4.3 Amendment to Articles of Incorporation of the Registrant effective
July 11, 1995 (incorporated herein as Exhibit No. 3.1 in (3) below).
4.4 Bylaws of the Registrant (incorporated herein as Exhibit No. 3.2 in
(3) below).
4.5 Amendment to Bylaws of the Registrant effective December 7, 1995
(incorporated herein as Exhibit No. 3.3 in (1) below).
4.6 Form of Common Stock Certificate (incorporated herein as Exhibit No.
4.6 in (5) below).
4.7 Tech Squared Inc. 1995 Stock Option Plan, as amended (incorporated
herein as Exhibit 10.2 in (4) below).
4.8 Amendment to Tech Squared Inc. 1995 Stock Option Plan effective July
25, 1997 (incorporated herein as Exhibit No. 4.8 in (5) below).
4.9 Form of Non-Statutory Stock Option Agreement (incorporated herein as
Exhibit 10.3 in (4) below).
4.10 Form of Incentive Stock Option Agreement (incorporated herein as
Exhibit 10.4 in (4) below).
4.11 Amendment to Tech Squared Inc. 1995 Stock Option Plan effective July
10, 1998 (filed herewith).
5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd. (filed herewith).
10.55 Termination Rights Agreement and attachment thereto with Richard
Apple dated July 13, 1998 (filed herewith).
10.56 Letter Agreement and attachment thereto with Rick Apple dated July
10, 1998 (filed herewith).
10.57 Letter Agreement with Jeff Abramovitz dated July 10, 1998 (filed
herewith).
10.58 Letter Agreement with Jeff Abramovitz dated July 16, 1998 (filed
herewith).
23.1 Consent of Independent Public Accountants (filed herewith).
23.2 Consent of Larkin, Hoffman, Daly & Lindgren, Ltd. (included in
Exhibit 5.1 to this registration statement).
- -------------------------------------------------------------------------------
(1) The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1995.
(2) The Registrant's Current Report on Form 8-K filed May 1995.
(3) The Registrant's Report on Form 10-KSB for the Transition Period from June
1, 1994 to December 31, 1994.
(4) The Registrant's Quarterly Report on Form 10-QSB for the period ended
March 31, 1996.
(5) The Registrant's Form S-8 (333-46971) filed February 27, 1998.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-4
<PAGE>
b. To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
c. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement:
Provided, however, that Paragraphs (a)(1)(a) and (a)(1)(b) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Edina, State of Minnesota, on July 29, 1998.
TECH SQUARED INC.
By: /s/ Richard J. Apple
---------------------------------
Richard J. Apple
Its: Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The officers and directors of Tech Squared Inc., whose signatures appear
below, hereby constitute and appoint Joel A. Ronning and Richard J. Apple, and
each of them (with full power to each of them to act alone) their true and
lawful attorneys-in-fact to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement of Tech Squared Inc., and
each of the undersigned does hereby ratify and confirm all that said attorneys
shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Joel A. Ronning Chairman July 30 , 1998
- ---------------------------
Joel A. Ronning
/s/ Richard J. Apple Chief Executive Officer July 29 , 1998
- ---------------------------
Richard J. Apple (Principal Executive Officer)
/s/ Chuck Reese President, Chief Operating July 30 , 1998
- ---------------------------
Chuck Reese Officer and Director
/s/ Jeffrey L. Abramovitz Chief Financial Officer July 30 , 1998
- --------------------------- and Corporate
Jeffrey L. Abramovitz Secretary (Principal
Accounting and Financial
Officer)
/s/ Richard Runbeck Director July 30 , 1998
- ---------------------------
Richard Runbeck
S-1
<PAGE>
TECH SQUARED INC.
INDEX TO EXHIBITS
FILED WITH REGISTRATION STATEMENT ON FORM S-8
TECH SQUARED INC. 1995 STOCK OPTION PLAN
Exhibit No. Description
- ----------- -----------
4.11 Amendment to Tech Squared Inc. 1995 Stock Option Plan effective
July 10, 1998
5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd.
10.55 Termination Rights Agreement and attachment thereto dated
July 13, 1998 between Tech Squared Inc. and Richard Apple
10.56 Letter Agreement and attachment thereto with Rick Apple dated
July 10, 1998
10.57 Letter Agreement with Jeff Abramovitz dated July 10, 1998
10.58 Letter Agreement with Jeff Abramovitz dated July 16, 1998
23.1 Consent of Independent Public Accountants
23.2 Consent of Larkin, Hoffman, Daly & Lindgren, Ltd. is contained in
Exhibit 5.1 to this Registration Statement
E-1
<PAGE>
Exhibit 4.11
TECH SQUARED, INC. AMENDMENT
DATED JULY 10, 1998
TO
1995 STOCK OPTION PLAN
THIS AMENDMENT to the Tech Squared, Inc. 1995 Stock Option Plan (the
"Plan") is adopted by the Board of Directors under Section 12 of the Plan and is
determined by the Board of Directors to be in the best interest of the Company,
to not require approval of the stockholders of the Company, and to not adversely
affect any outstanding option.
Section 9(e) is hereby amended to read as follows (new language underlined,
deleted language stricken):
(e) LIMITATION ON CHANGE IN CONTROL PAYMENTS.
Notwithstanding anything in Section 9(c) or 9(d) of the
Plan to the contrary, if, with respect to a Participant, the
acceleration of the vesting of an Option as provided in
Section 9(c) or the payment of cash in exchange for all or
part of an Option as provided in Section 9(d) (which
acceleration or payment could be deemed a "payment" within
the meaning of Section 280G(b)(2) of the Code), together
with any other "payments" which such Participant has the
right to receive from the Company or any corporation that is
a member of an "affiliated group" (as defined in
Section 1504(a) of the Code without regard to
Section 1504(b) of the Code) of which the Company is a
member, would constitute a "parachute payment" (as defined
in Section 280G(b)(2) of the Code), then the "payments" to
such participant pursuant to Section 9(c) or 9(d) of the
Plan will be reduced to the largest amount as will result in
no portion of such "payments" being subject to the excise
tax imposed by Section 4999 of the Code; provided, however,
that if a Participant is subject to a separate agreement
with the Company or a Subsidiary that expressly addresses
the potential application of Sections 280G or 4999 of the
Code (including, without limitation, that "payments" under
such agreement or otherwise will not be reduced or that the
Participant will have the discretion to determine which
"payments" will be reduced), then the limitations of this
Section 9(e) will not apply, and any "payments" to a
Participant pursuant to Section 9(c) or 9(d) of the Plan
will be treated as "payments" arising under such separate
agreement.
THIS AMENDMENT IS ADOPTED effective as of the 10th day of July 1988.
TECH SQUARED, INC.
By: /S/ JOEL A. RONNING
-------------------
Its: Chairman
<PAGE>
Exhibit 5.1
Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd.
July 27, 1998
Tech Squared Inc.
5198 West 76th Street
Edina, MN 55439
Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Tech Squared Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the sale of up to 396,000 shares of the Company's Common
Stock (the "Shares") upon exercise of stock options (collectively, the
"Options") issued or issuable under the Tech Squared Inc. 1995 Stock Option Plan
as amended (the "Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Plan and related stock option
agreements, the Company's Articles of Incorporation and Bylaws, as amended, and
such other records, documents, certificates, memoranda and other instruments as
in our judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that:
The Shares of Common Stock of the Company to be issued upon the exercise of the
Options are validly authorized and, assuming (a) the Shares of Common Stock
issuable will be validly authorized on the dates of exercise, (b) on the dates
of exercise, the Plan will have been duly adopted and the Options will have been
duly executed, issued and delivered, will constitute the legal, valid and
binding obligations of the Company, and will (subject to applicable bankruptcy,
insolvency and other laws affecting the enforceability of creditors' rights
generally) be enforceable as to the Company in accordance with their terms and
the terms of the Plan, (c) no change occurs in the applicable law or the
pertinent facts after the date of this letter, when (d) the pertinent provisions
of applicable state and federal securities laws as may be applicable have been
complied with, and (e) the Options are exercised in accordance with their terms
and the terms of the Plan, the Shares of Common Stock issuable will be validly
issued, fully paid and nonassessable.
This opinion is intended solely for your benefit and is not to be made available
to or be relied upon by any other person, firm or entity without our prior
written consent.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Larkin, Hoffman, Daly & Lindgren, Ltd.
LARKIN, HOFFMAN, DALY & LINDGREN, Ltd.
<PAGE>
Exhibit 10.55
TERMINATION RIGHTS AGREEMENT
This Agreement is made effective the 13th day of July, 1998, between Tech
Squared Inc. (hereinafter called "company") and Richard Apple (hereinafter
called "employee").
WHEREAS, the parties decided to have advance notice of any termination of
employment and deem it in the best interest of both parties to have as
harmonious and smooth a transition as possible;
NOW THEREFORE the parties agree as follows:
ADVANCE NOTICE. Each party shall give the other party six months advance
written notice of a termination date, unless for cause as defined in attachment
"B".
TRANSITION. The company or employee may at any time during said six month
period discontinue active employment of the employee at the company (at which
time, upon either party's request, said person will resign immediately as an
officer and/or director); but said employee shall continue as an employee of the
company for salary, bonuses and benefits through the date six months from the
date of notice, except for rights related to the continued vesting of stock
options which will cease to vest a maximum of 60 days after notice and
unexercised options which will expire 90 days after the notice as stated in the
company's incentive and non-incentive option plans.
This agreement does not become extended by including any days for unused
vacation, holidays or sick days in the calculation of continued employment but
unused sick days, holidays or vacation will be paid for at the time of notice of
termination.
To the extent active employment does continue for a portion of the six month
period, said employee will carry out only those assignments directed by the
Chairman of the Board. The employee will answer questions and provide
information to assist the transition during said six month period. Any mention
of reasons for the termination will be limited to the following statement by all
parties involved: the employee resigned for personal reasons and there will be
no further comment unless approved by both parties or required by either party's
legal counsel to avoid securities law violation or other bona fide reason.
IN WITNESS WHEREOF, the parties have executed their approval.
Tech Squared Inc.
By: /s/ Joel Ronning
---------------------------------
Joel Ronning
Chairman and CEO
By: /s/ Richard J. Apple
----------------------------------
Richard J. Apple
<PAGE>
Attachment B
to
Exhibit 10.55
Cause for the purposes of the Termination Rights Agreement will be defined as
(A) dishonesty, fraud, misrepresentations, embezzlement or deliberate injury or
attempted injury, in each case related to the Company or any Subsidiary, (B) any
unlawful or criminal activity of a serious nature, (C) any intentional and
deliberate breach of a duty or duties that, individually or in the aggregate,
are material in relation to the employee's overall duties, or (D) any material
breach of any employment, service, confidentiality or noncompete agreement
entered into with the Company or any Subsidiary.
<PAGE>
Exhibit 10.56
July 10, 1998
Mr. Rick Apple
Tech Squared Inc.
5198 W. 76th Street
Edina, MN 55439
Dear Rick,
Effective July 13, 1998, your position at Tech Squared Inc. ("company") will
change to Chief Executive Officer. Your yearly salary will be $135,000 and you
will be eligible for bonuses as described in the Attachment A.
The company will register "promptly" (assumed to be 10 business days) the
original issuance or the resale of 225,000 shares of common stock that you have
the right to acquire (as outlined in your Incentive Stock Option Agreement and
as clarified in letters from the company dated April 29, 1997). The company
will also promptly register the original issuance or the resale of the
additional 775,000 shares of its common stock that you have the right to acquire
based on your vesting schedule (as outlined in your Incentive Stock Option
Agreement and clarified in letters from the company dated April 29, 1997), on
the sooner of April 29, 1999 or within 15 days of notification of termination of
your employment from the company, regardless of the reason or justification for
the termination. This in no way impacts the vesting time-line in place on your
shares.
Finally, due to your responsibilities as Chief Executive Officer, the company
Board of Directors has agreed to waive the Limitation on Change in Control
Payments as outlined in Section 9(e) of the 1995 Stock Option Plan and
Section 3.3(b) of your Incentive Stock Option Agreement so that there will be no
limitation or reduction in payments to you should the circumstances that said
Sections address arise.
Rick, I look forward to a long and mutually beneficial relationship, and wish
you all success in your new position.
Sincerely,
/s/ Joel Ronning
Joel Ronning
Chairman and CEO
<PAGE>
Attachment A
to
Exhibit 10.56
This bonus plan will become effective third quarter (July - September), 1998.
<TABLE>
<CAPTION>
CRITERIA
<S> <C> <C> <C>
Quarterly Profit $60K $150K $250K
Quarterly Net Revenue Growth +10% +20% +30%
(over same quarter, prior year)
BONUS PER ITEM $2250 $5625 $11,250
IF BOTH CRITERIA ARE MET $1500 $3750 $7500
TOTAL POTENTIAL QUARTERLY BONUS $6000 $15,000 $30,000
</TABLE>
Performance falling between the shown amounts will be pro-rated.
This is a one year bonus program which will be reviewed and potentially revised
in January, 1999.
<PAGE>
Exhibit 10.57
July 10, 1998
Mr. Jeff Abramovitz
Tech Squared Inc.
5198 W. 76th St.
Edina, MN 55439
Dear Jeff,
Congratulations, effective July 13, 1998, your position at Tech Squared Inc.
("company") will change to Chief Financial Officer and your annual salary will
increase to $90,000.
Additionally, with your promotion to Chief Financial Officer, as per our
discussion and subject to acceptance by the board of directors, the company has
granted you an option to purchase 100,000 shares of common stock under the
company's existing Stock Incentive Program at the June 25, 1998 market close bid
price. Those options will vest as follows:
On June 25, 1999 25,000 shares
On June 25, 2000 25,000 shares
On June 25, 2001 25,000 shares
On June 25, 2002 25,000 shares
Jeff, I look forward to a long and mutually beneficial relationship, and wish
you all success in your new position.
Sincerely,
/s/ J. A. Ronning
Joel Ronning
Chairman and CEO
<PAGE>
Exhibit 10.58
Jeffrey L. Abramovitz
16796 Hutchinson Dr.
Lakeville, Minnesota 55044
July 16, 1998
Joel Ronning
Chairman of the Board
Tech Squared Inc.
5198 W. 76th Street
Edina, MN 55439
Dear Joel:
This letter confirms our conversation of July 13, 1998, in which you extended an
offer of employment to me as CFO and Corporate Secretary. I am pleased to
accept your offer, effective July 13, 1998, which I understand to be based on
the following terms and conditions:
You indicated that the beginning rate of compensation will be an annual salary
of $90,000.00 plus bonus as determined and agreed to by Rick Apple, CEO and
myself.
We also agreed that Tech Squared Inc. will waive the Limitation on Change in
Control Payments as outlined in Section 9(e) of Tech Squared Inc.'s 1995 Stock
Option Plan ("Plan") and Section 3.3(b) of my Incentive Stock Option
Agreement(s) on one half of the total option shares I have been granted, or one
hundred thousand (100,000) option shares. Therefore, the limitation or
reduction in payments that would occur in the event of a change of control
("change event") as defined in the Plan would be limited to the total shares
being accelerated due to the change event less one hundred thousand (100,000)
shares.
If you agree to these items, please sign below where indicated.
Thank you for the confidence afforded me in the offering of this position. I
look forward to a mutually beneficial successful relationship.
Sincerely,
/s/ Jeffrey L. Abramovitz
Agreed:
Tech Squared Inc.
/s/ Joel A. Ronning
- -------------------
By: Joel A. Ronning
Its: Chairman
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 6, 1998
included in Tech Squared Inc.'s Form 10-K for the year ended December 31, 1997
and to all references to our Firm included in this registration statement
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
August 4, 1998
