SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
JUNGLE STREET, INC.
(Name of Issuer)
COMMON STOCK, par value $.001 per share
(Title of Class of Securities)
48186 P 208
(CUSIP Number)
Jeffrey M. Jones, Esq.
DURHAM, EVANS, JONES & PINEGAR, P.C.
50 South Main Street, 850 Key Bank Tower
Salt Lake City, Utah 84144
TELEPHONE: (801) 538-2424
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 1997
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
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 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
Page 1 of 30
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SCHEDULE 13D
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1. NAME OF REPORTING PERSON Donald A. Wright
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [X]
- ---------------------------------------------------------------------------
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.
- ---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 3,236,460
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 3,236,460
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 3,236,460
EACH REPORTING PERSON
- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 22.1%
ROW (11)
- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ---------------------------------------------------------------------------
Page 2 of 30
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SCHEDULE 13D
- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSONNick A.Gerde
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [X]
- ---------------------------------------------------------------------------
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.
- ---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 886,458
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 900,000
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 886,458
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 900,000
- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,786,458
EACH REPORTING PERSON
- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 12.2%
ROW (11)
- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ---------------------------------------------------------------------------
Page 3 of 30
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SCHEDULE 13D
- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSONRoger P. Vallo
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [X]
- ---------------------------------------------------------------------------
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.
- ---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 1,036,458
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,036,458
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,036,458
EACH REPORTING PERSON
- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 7.1%
ROW (11)
- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ---------------------------------------------------------------------------
Page 4 of 30
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SCHEDULE 13D
- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Donald B. Cotton
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [X]
- ---------------------------------------------------------------------------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.
- ---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 1,036,458
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,036,458
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,036,458
EACH REPORTING PERSON
- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 7.1%
ROW (11)
- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ---------------------------------------------------------------------------
Page 5 of 30
<PAGE>
SCHEDULE 13D
- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSONRobert Smith
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [X]
GROUP (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.
- ---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 1,068,958
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,068,958
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,068,958
EACH REPORTING PERSON
- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 7.3%
ROW (11)
- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ---------------------------------------------------------------------------
Page 6 of 30
<PAGE>
SCHEDULE 13D
- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Allen Dahl
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [X]
- ---------------------------------------------------------------------------
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.
- ---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 1,379,783
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,379,783
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,379,783
EACH REPORTING PERSON
- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 9.4%
ROW (11)
- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
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Page 7 of 30
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Joint Statement of Beneficial Ownership on Schedule 13D relates to
the Common Stock, par value $0.001 per share, of Jungle Street, Inc., a Utah
corporation (the "Company"). The address of the Company's principal executive
offices is 215 Yakima Street, Wenatchee, Washington, 98801.
ITEM 2. IDENTITY AND BACKGROUND.
This Joint Statement is filed on behalf of the following individuals:
Donald A. Wright, ("Mr. Wright"), Nick A. Gerde ("Mr. Gerde"), Roger P. Vallo
("Mr. Vallo"), Donald B. Cotton ("Mr. Cotton"), Robert Smith ("Mr. Smith") and
Allen Dahl ("Mr. Dahl") (each, a "Reporting Person," and collectively, the
"Reporting Persons").
Mr. Wright
- ----------
(b) Mr. Wright's address is 150 Manhattan Square, East Wenatchee,
Washington.
(c) Mr. Wright's present principal occupation is President of Pacific
Aerospace & Electronics, Inc. ("PAE"), a Washington corporation engaged in the
business of manufacturing electronic and aerospace components. The address of
PAE is 434 Olds Station Road, Wenatchee, Washington, 98801.
(d)-(e) During the last five years, Mr. Wright has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or
is 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 violation with respect to such laws.
(f) Mr. Wright is a citizen of the United States.
Mr. Gerde
- -------------
(b) Mr. Gerde's address is 1906 Rockland Drive, Wenatchee,
Washington.
(c) Mr. Gerde's present principal occupation is Vice
President-Finance, Chief Financial Officer and Treasurer of PAE.
(d)-(e) During the last five years, Mr. Gerde has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he
Page 8 of 30
<PAGE>
was or is 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 violation with respect to such laws.
(f) Mr. Gerde is a citizen of the United States.
Mr. Vallo
____________
(b) Mr. Vallo's address is 12821 127th Avenue, SE, Snohomish,
Washington.
(c) Mr. Vallo's present principal occupation is President and Chief
Executive Officer of Prudential Preferred Properties in Everett, Washington.
Prudential Preferred Properties is engaged in the business of real estate
sales. Its address is 2709 Colby Ave., No. 1101, Everett, Washington, 98201.
(d)-(e) During the last five years, Mr. Vallo has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or
is 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 violation with respect to such laws.
(f) Mr. Vallo is a citizen of the United States.
Mr. Cotton
- ---------------
(b) Mr. Cotton's address is 538 Timber Ridge Drive, Trophy Club,
Texas.
(c) Mr. Cotton's present principal occupation is self-employed
consultant. His principal business address is 538 Timber Ridge Drive, Trophy
Club, Texas.
(d)-(e) During the last five years, Mr. Cotton has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or
is 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 violation with respect to such laws.
(f) Mr. Cotton is a citizen of the United States.
Page 9 of 30
<PAGE>
Mr. Smith
- ---------------
(b) Mr. Smith's address is 2008 Grand Ave., Apt 201, Everett,
Washington, 98201.
(c) Mr. Smith is retired.
(d)-(e) During the last five years, Mr. Smith has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or
is 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 violation with respect to such laws.
(f) Mr. Smith is a citizen of the United States.
Mr. Dahl
- ---------------
(b) Mr. Dahl's address is 7300 Madrona Drive N.E., Bainbridge Island,
Washington.
(c) Mr. Dahl is a retired physician.
(d)-(e) During the last five years, Mr. Dahl has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or
is 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 violation with respect to such laws.
(f) Mr. Dahl is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement is being filed to reflect the acquisition by the Reporting
Persons of beneficial ownership of an aggregate of 3,968,750 shares (the
"Shares") of the Company's Common Stock in connection with the execution by
the Reporting Persons of: (i) a Stock Purchase Agreement by and among Mark D.
Hamilton and Lori A. Hamilton, as sellers, and the Reporting Persons, as
purchasers, dated as of March 7, 1997, with respect to the sale of 1,984,375
shares of Common Stock; and (ii) a Stock Purchase Agreement by and among
Charles D. DeJong and Karen A. DeJong, as sellers, and the Reporting Persons, as
purchasers, dated as of March 7, 1997, with respect to the sale of 1,984,375
shares of Common Stock(together, the "Purchase Agreements").
Page 10 of 30
<PAGE>
By verbal agreement among the Reporting Persons, responsibility for
payment for the Shares, and ownership interest in the Shares, was divided
equally among the Reporting Persons subsequent to closing of the Purchase
Agreements as follows: Mr. Wright--661,460; Mr. Gerde--661,458; Mr.
Vallo--661,458; Mr. Cotton--661,458; Mr. Smith--661,458; Mr. Dahl--661,458.
Accordingly, each Reporting Person acquired sole beneficial ownership of the
number of shares assigned to him (his "Individual Shares"). No Reporting
Person shares voting or investment power with any other Reporting Person with
respect to his Individual Shares.
Each Purchase Agreement provides that in consideration for the sale of
1,984,375 shares, Purchasers will pay Thirty-five Thousand dollars ($35,000,
or $0.02 per share), representing an aggregate purchase price of $70,000 for
all 3,968,750 Shares acquired by the Reporting Persons. Payment of the
purchase price under each Purchase Agreement was as follows: earnest money
payment of $5,000 upon execution of the Agreement; a $5,000 payment on March
17, 1997, the date of closing, and delivery to sellers under each Purchase
Agreement of a non-interest bearing promissory note in the amount of $25,000,
signed by each of the Reporting Persons, payable in full on or before June 1,
1997.
As additional consideration for the Shares, the Reporting Persons agreed,
jointly and severally, to guarantee payment of, and/or to indemnify, defend,
and hold the sellers harmless, from all financial obligations of the Company
for which the sellers are guarantor or otherwise have personal liability.
The funds used by the Reporting Persons to make the payments described
above were personal funds of the purchasers. No part of the purchase price
represented funds borrowed by the Reporting Persons for the purpose of
acquiring the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Shares for investment purposes.
Until they resigned in December 1996, the selling parties pursuant to the
Stock Purchase Agreements held positions of management and control over the
Company and its wholly-owned subsidiary, Televar Northwest, Inc. ("Televar").
Charles D. DeJong was employed by the Company and by Televar as Chief
Executive Officer, and served as Chairman of the Board of Directors of both
companies, until the date of his voluntary resignation from those positions on
December 16, 1996. Mark D. Hamilton was employed by the Company and by
Televar as President, and served as a director of both companies, until the
date of his voluntary resignation on December 16, 1996. Effective December 16,
1996, the Board of Directors of the Company appointed Gregory K. Martin,
formerly Televar's Vice President of Operations, as President of the Company
and Televar.
Concurrently with the closing of the Stock Purchase Agreements on March
17, 1997, the Company and Televar entered into Release and Indemnity
Agreements (the "Release Agreements") with the Sellers (Messrs. DeJong and
Hamilton). Pursuant to the Release Agreements, the parties mutually
Page 11 of 30
<PAGE>
released each other from any and all claims, liabilities and causes of action
resulting from or arising out of the parties' relationship as employer and
employee, company and shareholder, or director and officer. As additional
consideration for the release entered into by Sellers, the Company agreed to
pay to each Seller $25,000, evidenced by an unsecured, non-interest bearing
promissory note, payable in full on or before March 1, 1999. The Company also
agreed to discharge, indemnify and hold harmless Sellers from any financial
obligations of the Company to which Sellers were guarantors or otherwise had
personal liability.
Other than as noted above, the Reporting Persons do not have any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities by the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer or a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or other actions which
may impede the acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Wright
- ----------------
(a) Mr. Wright beneficially owns 3,236,460 shares of the Company's
Page 12 of 30
<PAGE>
Common Stock, which constitutes 22.1% of the shares reported by the Company to
be issued and outstanding as of October 11, 1996.
(b) Mr. Wright has the sole power to vote and to dispose of all
3,236,460 shares of the Company's Common Stock owned by him.
(c) Within the past 60 days, the only transaction effected by Mr.
Wright in the Company's equity securities was the acquisition of his
Individual Shares pursuant to the Purchase Agreements, as described in Item 3
herein.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
beneficially owned by Mr. Wright.
(e) Not applicable.
Mr. Gerde
- ---------------
(a) Mr. Gerde beneficially owns 1,786,458 shares of the Company's
Common Stock, which constitutes 12.2% of the shares reported by the Company to
be issued and outstanding as of October 11, 1996.
(b) Mr. Gerde has the sole power to vote and to dispose of 886,458
shares of the Company's Common Stock beneficially owned by him. Mr. Gerde
shares with his wife, as joint owner, the power to vote and to dispose of the
balance of 900,000 shares beneficially owned by him.
(c) Within the past 60 days, the only transaction effected by Mr.
Gerde in the Company's equity securities was the acquisition of his Individual
Shares pursuant to the Purchase Agreements, as described in Item 3 herein.
(d) Mr. Gerde shares the power to direct the receipt of dividends
from, or the proceeds from the sale of, the 900,000 shares which he owns
jointly with his wife.
(e) Not applicable.
Mr. Vallo
- --------------
(a) Mr. Vallo beneficially owns 1,036,458 shares of the Company's
Common Stock, which constitutes 7.1% of the shares reported by the Company to
be issued and outstanding as of October 11, 1996.
(b) Mr. Vallo has the sole power to vote and to dispose of all
1,036,458 shares of the Company's Common Stock owned by him.
(c) Within the past 60 days, the only transaction effected by Mr.
Vallo in the Company's equity securities was the acquisition of his Individual
Shares pursuant to the Purchase Agreements, as described in Item 3 herein.
Page 13 of 30
<PAGE>
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
beneficially owned by Mr. Vallo.
(e) Not applicable.
Mr. Cotton
- ----------------
(a) Mr. Cotton beneficially owns 1,036,458 shares of the Company's
Common Stock, which constitutes 7.1% of the shares reported by the Company to
be issued and outstanding as of October 11, 1996.
(b) Mr. Cotton has the sole power to vote and to dispose of all
1,036,458 shares of the Company's Common Stock owned by him.
(c) Within the past 60 days, the only transaction effected by Mr.
Cotton in the Company's equity securities was the acquisition of his
Individual Shares pursuant to the Purchase Agreements, as described in Item 3
herein.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
beneficially owned by Mr. Cotton.
(e) Not applicable.
Mr. Smith
- ---------------
(a) Mr. Smith beneficially owns 1,068,958 shares of the Company's
Common Stock, which constitutes 7.3% of the shares reported by the Company to
be issued and outstanding as of October 11, 1996.
(b) Mr. Smith has the sole power to vote and to dispose of all
1,068,958 shares of the Company's Common Stock owned by him.
(c) Within the past 60 days, the only transaction effected by Mr.
Smith in the Company's equity securities was the acquisition of his Individual
Shares pursuant to the Purchase Agreements, as described in Item 3 herein.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
beneficially owned by Mr. Smith.
(e) Not applicable.
Mr. Dahl
- ----------------
(a) Mr. Dahl beneficially owns 1,379,783 shares of the Company's
Page 14 of 30
<PAGE>
Common Stock, which constitutes 9.4% of the shares reported by the Company to
be issued and outstanding as of October 11, 1996.
(b) Mr. Dahl has the sole power to vote and to dispose of all
1,379,783 shares of the Company's Common Stock owned by him.
(c) Within the past 60 days, the only transaction effected by Mr.
Dahl in the Company's equity securities was the acquisition of his Individual
Shares pursuant to the Purchase Agreements, as described in Item 3 herein.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
beneficially owned by Mr. Dahl.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than the agreements reflected in the Purchase Agreements, and the
verbal agreement among the Reporting Persons to equally distribute the
acquired Shares among themselves, all as described in Item 3 herein, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons, or between such Reporting Persons and
any other person, with respect to any securities of the issuer, including but
not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are filed herewith as exhibits to this Joint Statement:
Exhibit 1: Joint Filing Agreement pursuant to Rule 13d-1(f).
Exhibit 2: Stock Purchase Agreement between Mark D. Hamilton
and Lori A. Hamilton, as sellers, and the
Reporting Persons, as buyers, dated as of March
7, 1997.
Exhibit 3: Stock Purchase Agreement between Charles D. DeJong
and Karen A. DeJong, as sellers, and the Reporting
Persons, as buyers, dated as of March 7, 1997.
Exhibit 4: Promissory Note dated March 17, 1997 in the
principal amount of $25,000, payable by the Reporting
Persons to Charles D. DeJong and Karen A. DeJong.
Exhibit 5: Promissory Note dated March 17, 1997 in the
principal amount of $25,000, payable by the Reporting
Persons to Mark D. Hamilton and Lori A. Hamilton.
Page 15 of 30
<PAGE>
Exhibit 6: Release and Indemnity Agreement dated as of March
17, 1997, by and between Mark D. Hamilton, the Company,
and the Company's wholly-owned subsidiary,
Televar Northwest, Inc.
Exhibit 7: Release and Indemnity Agreement dated as of March
17, 1997, by and between Charles D. DeJong, the
Company, and the Company's wholly-owned subsidiary,
Televar Northwest, Inc.
Page 16 of 30
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the Reporting Persons certify that the information set forth in this statement
is true, complete and correct.
Dated: March 26, 1997
/s/ Donald A. Wright
-------------------------------
Donald A. Wright
/s/ Nick A. Gerde
-------------------------------
Nick A. Gerde
/s/ Roger P. Vallo
-------------------------------
Roger P. Vallo
/s/ Donald B. Cotton
-------------------------------
Donald B. Cotton
/s/ Robert Smith
-------------------------------
Robert Smith
/s/ Allen Dahl
-------------------------------
Allen Dahl
Page 17 of 30
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
This AGREEMENT is dated as of March 25, 1997, among Donald A. Wright,
Nick A. Gerde, Roger P. Vallo, Donald B. Cotton, Robert Smith and Allen Dahl.
W I T N E S S E T H:
WHEREAS, in accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934 (the "Act"), only one Statement and any amendments thereto need be
filed whenever two or more persons are required to file such a Statement or
any amendments thereto pursuant to Section 13(d) of the Act with respect to
the same securities, provided that said persons agree in writing that such
Statement or any amendments thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
Donald A. Wright, Nick A. Gerde, Roger P. Vallo, Donald B. Cotton, Robert
Smith and Allen Dahl do hereby agree, in accordance with Rule 13d-1(f) under
the Act, to file a Statement on Schedule 13D relating to their ownership of
the Common Stock of Jungle Street, Inc., a Utah corporation, and do hereby
further agree that said Statement shall be filed on behalf of each of them.
/s/ Donald A. Wright
-----------------------------
Donald A. Wright
/s/ Nick A. Gerde
-----------------------------
Nick A. Gerde
/s/ Roger P. Vallo
-----------------------------
Roger P. Vallo
/s/ Donald B. Cotton
-----------------------------
Donald B. Cotton
/s/ Robert Smith
-----------------------------
Robert Smith
/s/ Allen Dahl
-----------------------------
Allen Dahl
Page 18 of 30
<PAGE>
Exhibit 2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of this 7th day of MARCH,
1997, by and between MARK D. HAMILTON and LORI A. HAMILTON, husband and wife
(the "Shareholder"), and DONALD WRIGHT, a married man, NICK GERDE, a married
man, ROGER VALLO, a married man, DONALD COTTON, a married man, ROBERT SMITH, a
married, and ALLEN DAHL, a married man (collectively, the "Purchaser"). The
obligations of the individuals comprising the Purchaser hereunder are joint
and several.
Recitals
A. The Shareholder is the owner of record of a total 2,134,375 shares
of common stock of Jungle Street, Inc., a Utah corporation, the parent company
of Televar Northwest, Inc., a Washington corporation (collectively, the
"Company").
B. The Shareholder has agreed to sell 1,984,375 of such shares (the
"Shares") to the Purchaser, subject to the terms and conditions of this
Agreement. The Shareholder shall retain ownership of One Hundred Fifty
Thousand (150,000) shares of common stock in the Company.
Agreement
THEREFORE, in consideration for the foregoing and the following terms and
conditions, the parties hereto agree as follows:
1. Purchase Price. In consideration of such Shares, the Purchaser
shall pay Thirty Five Thousand Dollars ($35,000) to the Shareholder. A
nonrefundable earnest money payment of Five Thousand Dollars ($5,000) shall be
paid upon delivery of a copy of this Agreement, signed by Shareholder, to Nick
Gerde, a member of the purchasing group. The balance of Thirty Thousand
Dollars ($30,000) shall be payable by Purchaser, jointly and severally, as
follows: Purchaser shall make an additional payment of Five Thousand Dollars
($5,000) at Closing, as hereafter defined. The remaining balance of Twenty
Five Thousand Dollars ($25,000) shall be evidenced by a non-interest bearing
promissory note signed by the Purchaser, payable in full on or before June 1,
1997 (the "Promissory Note").
2. Indemnity and Hold Harmless. As additional consideration for the
Shares, the Purchaser hereby agrees, jointly and severally, to guarantee
payment of, and/or to indemnify, defend, and hold the Shareholder harmless
from and against, all financial obligations of the Company for which the
Shareholder is a guarantor or otherwise has personal liability, including,
without limitation, all state and federal taxes, equipment leases, promissory
notes, trade payables, and stock purchase agreements reflected on the balance
sheet of the Company as of Closing (the "Obligations"). The Shareholder
hereby represents, to the best of his knowledge, that there are no Obligations
other than those disclosed in SEC reports or the books and records of the
Company. In the event legal counsel is required to defend Shareholder against
collection of one or more
Page 19 of 30
<PAGE>
of the Obligations, Purchaser agrees to retain counsel mutually acceptable to
the parties and to pay for such defense through trial and any appeal.
3. Mutual Release. The Shareholder and the Purchaser do hereby
forever release and discharge each other from any and all claims, liabilities,
and causes of action, both known and unknown, existing or hereafter arising,
which result from or arise out of the parties' current or former relationship
as shareholders, directors, officers, or employees of the Company; provided,
however, that this release shall not extend to any breach of fiduciary duty in
the future, any defamatory statements by either party regarding the other, any
false or misleading employment references regarding Shareholder made by the
Purchaser following the date of this Agreement, any breach of this Agreement
by either party, or any failure to pay the Promissory Note when due. Each
party hereby agrees to formally dismiss all actions, if any, that have been
filed against the other party with any court or other governmental authority
within five (5) business days of Closing and shall provide proof thereof to
the other party.
4. Representations and Warranties. The Shareholder represents and
warrants that he is the owner of record of the Shares, that he possess all
right, title and authority to sell and transfer the Shares to the Purchaser,
and that the Shares will be transferred to Purchaser free and clear of all
claims, liens or encumbrances of any kind whatsoever. At Closing, Purchaser
and the Shareholder shall execute appropriate documentation containing the
necessary representations and warranties so that the sale and transfer of the
Shares to the Purchaser is exempt from registration under the federal
securities laws in accordance with section 4(1) and 4(2) of the Securities Act
of 1933, as amended, and under similar provisions of the Washington Securities
Act.
5. Closing. The Closing shall occur at or before 5:00 p.m. on March
17, 1997, at the offices of Pacific Aerospace & Electronics, Inc. in
Wenatchee, Washington. At Closing, the Purchaser shall deliver a cashier's
check for the down payment and the Promissory Note to the Shareholder. Both
parties shall execute a letter agreement containing the securities law
representations and warranties contemplated in paragraph 4. Following
execution and delivery of all documents and funds to the Shareholder, the
certificates representing the Shares shall be delivered to the Purchaser and a
certificate for One Hundred Fifty Thousand (150,000) shares in Shareholder's
name shall be delivered to Shareholder. In the event Purchaser fails to close
the transaction prior to 5:00 p.m. on March 17, 1997, this Agreement shall
terminate and shall be of no further force or effect.
6. Remedies. In the event of a breach of this Agreement by either
party, the aggrieved party shall be entitled to seek all remedies available at
law or in equity, including damages and/or specific enforcement of this
Agreement.
7. Venue; Choice of Law. Venue for any action brought in connection
with this Agreement shall lie exclusively in Chelan County
Page 20 of 30
<PAGE>
Superior Court in Wenatchee, Washington, and the laws of the State of
Washington shall apply.
8. Attorneys' Fees. In the event either party must retain the
services of an attorney to enforce the terms of this Agreement, the prevailing
party shall be entitled to all court and accounting costs,
together with reasonable attorneys' fees, whether incurred at trial, on
appeal, or without resort to suit.
9. Entire Agreement. This Agreement represents the entire agreement
of the parties. Except for disclosures referenced in paragraph 2, there are
no understandings or agreements except as expressly set forth herein and any
exhibits referenced herein. No amendment to this Agreement shall be effective
unless in writing and signed by both the parties.
EXECUTED as of the date set forth above.
SHAREHOLDER:
/s/ Mark D. Hamilton /s/ Lori A. Hamilton
- --------------------- -----------------------
Mark D. Hamilton Lori A. Hamilton
PURCHASER:
/s/ Donald Wright /s/ Nick Gerde
- --------------------- -----------------------
Donald Wright Nick Gerde
/s/ Robert Smith /s/ Donald Cotton
- --------------------- -----------------------
Robert Smith Donald Cotton
/s/ Allen Dahl /s/ Roger Vallo
- --------------------- -----------------------
Allen Dahl Roger Vallo
Page 21 of 30
<PAGE>
Exhibit 3
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of this 7th day of MARCH,
1997, by and between CHARLES D. DEJONG and KAREN A. DEJONG, husband and wife
(the "Shareholder"), and DONALD WRIGHT, a married man, NICK GERDE, a married
man, ROGER VALLO, a married man, DONALD COTTON, a married man, ROBERT SMITH, a
married, and ALLEN DAHL, a married man (collectively, the "Purchaser"). The
obligations of the individuals comprising the Purchaser hereunder are joint
and several.
Recitals
A. The Shareholder is the owner of record of a total 2,134,375 shares
of common stock of Jungle Street, Inc., a Utah corporation, the parent company
of Televar Northwest, Inc., a Washington corporation (collectively, the
"Company").
B. The Shareholder has agreed to sell 1,984,375 of such shares (the
"Shares") to the Purchaser, subject to the terms and conditions of this
Agreement. The Shareholder shall retain ownership of One Hundred Fifty
Thousand (150,000) shares of common stock in the Company.
Agreement
THEREFORE, in consideration of the foregoing and the following terms and
conditions, the parties hereto agree as follows:
1. Purchase Price. In consideration for such Shares, the Purchaser
shall pay Thirty Five Thousand Dollars ($35,000) to the Shareholder. A
nonrefundable earnest money payment of Five Thousand Dollars ($5,000) shall be
paid upon delivery of a copy of this Agreement, signed by Shareholder, to Nick
Gerde, a member of the purchasing group. The balance of Thirty Thousand
Dollars ($30,000) shall be payable by Purchaser, jointly and severally, as
follows: Purchaser shall make an additional payment of Five Thousand Dollars
($5,000) at Closing, as hereafter defined. The remaining balance of Twenty
Five Thousand Dollars ($25,000) shall be evidenced by a non-interest bearing
promissory note signed by the Purchaser, payable in full on or before June 1,
1997 (the "Promissory Note").
2. Indemnity and Hold Harmless. As additional consideration for the
Shares, the Purchaser hereby agrees, jointly and severally, to guarantee
payment of, and/or to indemnify, defend, and hold the Shareholder harmless
from and against, all financial obligations of the Company for which the
Shareholder is a guarantor or otherwise has personal liability, including,
without limitation, all state and federal taxes, equipment leases, promissory
notes, trade payables, and stock purchase agreements reflected on the balance
sheet of the Company as of Closing (the "Obligations"). The Shareholder
hereby represents, to the best of his knowledge, that there are no Obligations
other than those disclosed in SEC reports or the books and records of the
Company. In the event legal counsel is required to defend Shareholder against
collection of one or more of the Obligations, Purchaser agrees to retain
counsel mutually acceptable to the parties and to pay for such defense through
trial and any appeal.
3. Mutual Release. The Shareholder and the Purchaser do hereby
forever release and discharge each other from any and all claims,
Page 22 of 30
<PAGE>
liabilities, and causes of action, both known and unknown, existing or
hereafter arising, which result from or arise out of the parties' current or
former relationship as shareholders, directors, officers, or employees of the
Company; provided, however, that this release shall not extend to any breach
of fiduciary duty in the future, any defamatory statements by either party
regarding the other, any false or misleading employment references regarding
Shareholder made by the Purchaser following the date of this Agreement, any
breach of this Agreement by either party, or any failure to pay the Promissory
Note when due. Each party hereby agrees to formally dismiss all actions, if
any, that have been filed against the other party with any court or other
governmental authority within five (5) business days of Closing and shall
provide proof thereof to the other party.
4. Representations and Warranties. The Shareholder represents and
warrants that he is the owner of record of the Shares, that he possess all
right, title and authority to sell and transfer the Shares to the Purchaser,
and that the Shares will be transferred to Purchaser free and clear of all
claims, liens or encumbrances of any kind whatsoever. At Closing, Purchaser
and the Shareholder shall execute appropriate documentation containing the
necessary representations and warranties so that the sale and transfer of the
Shares to the Purchaser is exempt from registration under the federal
securities laws in accordance with section 4(1) and 4(2) of the Securities Act
of 1933, as amended, and under similar provisions of the Washington Securities
Act.
5. Closing. The Closing shall occur at or before 5:00 p.m. on March
17, 1997, at the offices of Pacific Aerospace & Electronics, Inc. in
Wenatchee, Washington. At Closing, the Purchaser shall deliver a cashier's
check for the down payment and the Promissory Note to the Shareholder. Both
parties shall execute a letter agreement containing the securities law
representations and warranties contemplated in paragraph 4. Following
execution and delivery of all documents and funds to the Shareholder, the
certificates representing the Shares shall be delivered to the Purchaser and a
certificate for One Hundred Fifty Thousand (150,000) shares in Shareholder's
name shall be delivered to Shareholder. In the event Purchaser fails to close
the transaction prior to 5:00 p.m. on March 17, 1997, this Agreement shall
terminate and shall be of no further force or effect.
6. Remedies. In the event of a breach of this Agreement by either
party, the aggrieved party shall be entitled to seek all remedies available at
law or in equity, including damages and/or specific enforcement of this Agreemen
t.
7. Venue; Choice of Law. Venue for any action brought in connection
with this Agreement shall lie exclusively in Chelan County Superior Court in
Wenatchee, Washington, and the laws of the State of Washington shall apply.
8. Attorneys' Fees. In the event either party must retain the
services of an attorney to enforce the terms of this Agreement, the prevailing
party shall be entitled to all court and accounting costs, together with
reasonable attorneys' fees, whether incurred at trial, on appeal, or without
resort to suit.
9. Entire Agreement. This Agreement represents the entire agreement
of the parties. Except for disclosures referenced in paragraph
Page 23 of 30
<PAGE>
2, there are no understandings or agreements except as expressly set forth
herein and any exhibits referenced herein. No amendment to this Agreement
shall be effective unless in writing and signed by both the parties.
EXECUTED as of the date set forth above.
SHAREHOLDER:
/s/ Charles D. DeJong /s/ Karen A. DeJong
- --------------------- -----------------------
Charles D. DeJong Karen A. DeJong
PURCHASER:
/s/ Donald Wright /s/ Nick Gerde
- --------------------- -----------------------
Donald Wright Nick Gerde
/s/ Robert Smith /s/ Donald Cotton
- --------------------- -----------------------
Robert Smith Donald Cotton
/s/ Allen Dahl /s/ Roger Vallo
- --------------------- -----------------------
Allen Dahl Roger Vallo
Page 24 of 30
<PAGE>
Exhibit 4
$25,000 Wenatchee, WA
PROMISSORY NOTE
FOR VALUE RECEIVED the undersigned, jointly and severally ("Maker"),
promise to pay CHARLES D. DEJONG and KAREN A. DEJONG, husband and wife
("Holder"), or order, the principal sum of TWENTY FIVE THOUSAND DOLLARS
($25,000) on or before the 1st day of June, 1997. This Note shall not bear
interest if paid in full when due. In the event of default, this Note shall
bear a default interest rate of Twelve Percent (12%) per annum until paid in
full.
No right or obligation under this Note shall be deemed to have been
waived unless evidenced by a writing signed by the party against whom the
waiver is asserted, or by its duly authorized representative. Any waiver will
be effective only with respect to the specific instance involved, and will not
impair or limit the right of the waiving party to insist upon strict
performance of the right or obligation in any other instance, in any other
respect, or at any other time. Maker waives presentment, demand, protest, and
notice of nonpayment and agrees to be bound as a principal and not as a
surety. Maker may prepay this Note in whole or in part without penalty.
If this Note is not paid when due, Maker shall pay a late charge, in
addition to the default interest rate, equal to five percent (5%) of the
delinquent amount. In the event of default, Holder shall have all rights
available to it at law or in equity. If Holder must retain the services of an
attorney to enforce the terms of this Note, Holder shall be entitled to all
court and accounting costs, together with reasonable attorneys' fees, whether
incurred at trial, on appeal, or without resort to suit.
EXECUTED as of the 17th day of March, 1997.
MAKER:
/s/ Donald Wright /s/ Nick Gerde
- ------------------------- ---------------------------------
Donald Wright Nick Gerde
/s/ Robert Smith /s/ Donald Cotton
- ------------------------- ---------------------------------
Robert Smith Donald Cotton
/s/ Allen Dahl /s/ Roger Vallo
- ------------------------- ---------------------------------
Allen Dahl Roger Vallo
Page 25 of 30
<PAGE>
Exhibit 5
$25,000 Wenatchee, WA
PROMISSORY NOTE
FOR VALUE RECEIVED the undersigned, jointly and severally ("Maker"),
promise to pay MARK HAMILTON and LORI A. HAMILTON, husband and wife
("Holder"), or order, the principal sum of TWENTY FIVE THOUSAND DOLLARS
($25,000) on or before the 1st day of June, 1997. This Note shall not bear
interest if paid in full when due. In the event of default, this Note shall
bear a default interest rate of Twelve Percent (12%) per annum until paid in
full.
No right or obligation under this Note shall be deemed to have been
waived unless evidenced by a writing signed by the party against whom the
waiver is asserted, or by its duly authorized representative. Any waiver will
be effective only with respect to the specific instance involved, and will not
impair or limit the right of the waiving party to insist upon strict
performance of the right or obligation in any other instance, in any other
respect, or at any other time. Maker waives presentment, demand, protest, and
notice of nonpayment and agrees to be bound as a principal and not as a
surety. Maker may prepay this Note in whole or in part without penalty.
If this Note is not paid when due, Maker shall pay a late charge, in
addition to the default interest rate, equal to five percent (5%) of the
delinquent amount. In the event of default, Holder shall have all rights
available to it at law or in equity. If Holder must retain the services of an
attorney to enforce the terms of this Note, Holder shall be entitled to all
court and accounting costs, together with reasonable attorneys' fees, whether
incurred at trial, on appeal, or without resort to suit.
EXECUTED as of the 17th day of March, 1997.
MAKER:
/s/ Donald Wright /s/ Nick Gerde
- ------------------------- ---------------------------------
Donald Wright Nick Gerde
/s/ Robert Smith /s/ Donald Cotton
- ------------------------- ---------------------------------
Robert Smith Donald Cotton
/s/ Allen Dahl /s/ Roger Vallo
- ------------------------- ---------------------------------
Allen Dahl Roger Vallo
Page 26 of 30
<PAGE>
Exhibit 6
RELEASE AND INDEMNITY AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of this 17th day of
March, 1997, by and between MARK D. HAMILTON, a married man (the "Former
Employee"), and JUNGLE STREET, INC., a Utah corporation, and its wholly-owned
subsidiary, TELEVAR NORTHWEST, INC., a Washington corporation (collectively,
the "Company").
Recitals
The Former Employee was employed by the Company as its President until
the date of his voluntary resignation on December 16, 1996. The Former
Employee and the Company have determined it is in their mutual best interest
to resolve all outstanding claims between them. As partial consideration for
his release of the Company, the Company has agreed to assume certain obligations
of indemnity and defense on the Former Employee's behalf.
Agreement
THEREFORE, in consideration of the foregoing and the following mutual
covenants and conditions, the parties agree as follows:
1. Mutual Release. The Former Employee and the Company do hereby
forever release and discharge each other from any and all claims, liabilities,
and causes of action, both known or unknown, existing or hereafter arising,
resulting from or arising out of the parties' relationship as employer and
employee, or as company and shareholder, director and officer; provided,
however, that this release shall not extend to any future breach of fiduciary,
any defamatory statements made by either party regarding the other following
the date of this Agreement, a breach of this Agreement by either party, or
failure to pay the Promissory Note when due. Each party hereby agrees to
formally dismiss with prejudice any and all existing legal actions that have
been filed against the other party with any court or other governmental
authority within five (5) business days of execution of this Agreement. Upon
delivery to the Company of the formal dismissal of the Former Employee's
lawsuit against the Company, pending in Chelan County Superior Court, the
Company shall immediately deliver to the Former Employee that certain
promissory note, dated _______________, 1996, with an original principal
balance of Twelve Thousand Dollars ($12,000), marked "paid in full."
2. Settlement Payment. In settlement of all existing claims the
Former Employee may have against the Company, and as additional consideration
for the Former Employee's agreement to provide the release in paragraph 1, the
Company shall pay to the Former Employee Twenty Five Thousand Dollars
($25,000), evidenced by an unsecured, non-interest bearing promissory note
executed by the Company, payable in full on or before March 1, 1999
("Promissory Note").
3. Corporate Obligations. As further inducement to the Former
Employee for his release, the Company agrees to pay promptly when due all
financial obligations of the Company whatsoever to which the Former Employee
is a guarantor or otherwise has personal liability, including, without
limitation, all state and federal taxes, equipment leases, promissory notes
(including the UTOC, AUGI/Seattle Online, and ComputerLand notes), trade
payables and stock purchase agreements (the "Obligations"). The Company
acknowledges that failure to pay the Obligations when due may damage the
Former Employee's credit, resulting in consequential damages.
4. Corporate Indemnity. The Former Employee hereby represents, to
the best of his knowledge, that there are no potential claims, causes of
action, or liabilities other than those orally disclosed to directors of the
Company, or otherwise disclosed in SEC reports or the books and records of the
Company, or as represented in the attached Exhibit A. With respect to all
third party claims, causes of action, or liabilities which were incurred
within the normal scope of the Former Employee's employment with the Company
(the "Liabilities"), the Company shall indemnify, defend and hold the Former
Employee harmless from and against all such Liabilities, existing or hereafter
arising, to the maximum extent provided under RCW 23B, as amended.
5. Obligation of Defense. In the event indemnity is required under
paragraph 4, and legal counsel is required to defend the Former Employee
against collection of one or more of the Obligations or Liabilities, Company
agrees to retain counsel mutually acceptable to the parties and to pay for
such defense through trial and any appeal.
6. Remedies. In the event of a breach of this Agreement by either
party, the aggrieved party shall be entitled to seek all remedies available at
law or in equity, including damages and/or specific enforcement of this
Agreement.
7. Venue; Choice of Law. Venue for any action brought in connection
with this Agreement shall lie exclusively in Chelan County Superior Court in
Wenatchee, Washington, and the laws of the State of Washington shall apply.
8. Attorneys' Fees. In the event either party must retain the
services of an attorney to enforce the terms of this Agreement, the prevailing
party shall be entitled to all court and accounting costs, together with
reasonable attorneys' fees, whether incurred at trial, on appeal, or without
resort to suit.
9. Entire Agreement. This Agreement represents the entire agreement
of the parties. Except for oral disclosures referenced in paragraph 4, there
are no understandings or agreements except as expressly set forth herein and
any exhibits referenced herein. No amendment to this Agreement shall be
effective unless in writing and signed by both the parties.
EXECUTED as of the date set forth above.
SHAREHOLDER: COMPANY:
Jungle Street, Inc.
/s/ Mark D. Hamilton /s/ Gregory K. Martin
- ----------------------------- By: -----------------------------
Mark D. Hamilton Its President
Televar Northwest, Inc.
/s/ Gregory K. Martin
By: -----------------------------
Its President
Page 28 of 30
<PAGE>
Exhibit 7
RELEASE AND INDEMNITY AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of this 17th day of
March, 1997, by and between CHARLES D. DEJONG, a married man (the "Former
Employee"), and JUNGLE STREET, INC., a Utah corporation, and its wholly-owned
subsidiary, TELEVAR NORTHWEST, INC., a Washington corporation (collectively,
the "Company").
Recitals
The Former Employee was employed by the Company as its Chief Executive
Officer until the date of his voluntary resignation on December 16, 1996. The
Former Employee and the Company have determined it is in their mutual best
interest to resolve all outstanding claims between them. As partial
consideration for his release of the Company, the Company has agreed to assume
certain obligations of indemnity and defense on the Former Employee's behalf.
Agreement
THEREFORE, in consideration of the foregoing and the following mutual
covenants and conditions, the parties agree as follows:
1. Mutual Release. The Former Employee and the Company do hereby
forever release and discharge each other from any and all claims, liabilities,
and causes of action, both known or unknown, existing or hereafter arising,
resulting from or arising out of the parties' relationship as employer and
employee, or as company and shareholder, director and officer; provided,
however, that this release shall not extend to any future breach of fiduciary,
any defamatory statements made by either party regarding the other following
the date of this Agreement, a breach of this Agreement by either party, or
failure to pay the Promissory Note when due. Each party hereby agrees to
formally dismiss with prejudice any and all existing legal actions that have
been filed against the other party with any court or other governmental
authority within five (5) business days of execution of this Agreement.
2. Settlement Payment. In settlement of all existing claims the
Former Employee may have against the Company, and as additional consideration
for the Former Employee's agreement to provide the release in paragraph 1, the
Company shall pay to the Former Employee Twenty Five Thousand Dollars
($25,000), evidenced by an unsecured, non-interest bearing promissory note
executed by the Company, payable in full on or before March 1, 1999
("Promissory Note").
3. Corporate Obligations. As further inducement to the Former
Employee for his release, the Company agrees to pay promptly when due all
financial obligations of the Company whatsoever to which the Former Employee
is a guarantor or otherwise has personal liability, including, without
limitation, all state and federal taxes, equipment leases, promissory notes
(including the UTOC, AUGI/Seattle Online, and ComputerLand notes), trade
payables and stock purchase agreements (the "Obligations"). The Company
acknowledges that failure to pay the Obligations when due may damage the
Former Employee's credit, resulting in consequential damages.
4. Corporate Indemnity. The Former Employee hereby represents, to
the best of his knowledge, that there are no potential claims, causes of
Page 29 of 30
<PAGE>
action, or liabilities other than those orally disclosed to directors of the
Company, or otherwise disclosed in SEC reports or the books and records of the
Company, or as represented in the attached Exhibit A. With respect to all
third party claims, causes of action, or liabilities which were incurred
within the normal scope of the Former Employee's employment with the Company
(the "Liabilities"), the Company shall indemnify, defend and hold the Former
Employee harmless from and against all such Liabilities, existing or hereafter
arising, to the maximum extent provided under RCW 23B, as amended.
5. Obligation of Defense. In the event indemnity is required under
paragraph 4, and legal counsel is required to defend the Former Employee
against collection of one or more of the Obligations or Liabilities, Company
agrees to retain counsel mutually acceptable to the parties and to pay for
such defense through trial and any appeal.
6. Remedies. In the event of a breach of this Agreement by either
party, the aggrieved party shall be entitled to seek all remedies available at
law or in equity, including damages and/or specific enforcement of this
Agreement.
7. Venue; Choice of Law. Venue for any action brought in connection
with this Agreement shall lie exclusively in Chelan County Superior Court in
Wenatchee, Washington, and the laws of the State of Washington shall apply.
8. Attorneys' Fees. In the event either party must retain the
services of an attorney to enforce the terms of this Agreement, the prevailing
party shall be entitled to all court and accounting costs, together with
reasonable attorneys' fees, whether incurred at trial, on appeal, or without
resort to suit.
9. Entire Agreement. This Agreement represents the entire agreement
of the parties. Except for oral disclosures referenced in paragraph 4, there
are no understandings or agreements except as expressly set forth herein and
any exhibits referenced herein. No amendment to this Agreement shall be
effective unless in writing and signed by both the parties.
EXECUTED as of the date set forth above.
SHAREHOLDER: COMPANY:
Jungle Street, Inc.
/s/ Charles D. DeJong /s/ Gregory K. Martin
- ----------------------------- By: -----------------------------
Charles D. DeJong Its President
Televar Northwest, Inc.
/s/ Gregory K. Martin
By: -----------------------------
Its President
Page 30 of 30
