U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 12, 1996 (June 7, 1996)
SIGMA ALPHA GROUP, LTD.
_______________________
(Exact name of Registrant as specified in charter)
Delaware 33-90344 23-2498715
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1341 North Delaware Avenue, Philadelphia, Pennsylvania 19125
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215)-425-8682
_________________________________________________________________
(Former Address) (Zip Code)
<PAGE>
Item 5. Other Events
Sigma Alpha Group, Ltd. (the "Registrant") announced that on June 7, 1996
an agreement ("the "Agreement") was entered between Guangdong Radio Station
China - Pearl River Stock Market Radio ("Pearl") and Global Telecommunications
of Delaware, Inc. ("Global"), the Registrant's subsidiary. The Agreement is
annexed as an Exhibit to this Current Report on Form 8-K.
Under the terms of the Agreement, Global's SCA Digital Scrambling Radio
("SCA Radio") technology has been accepted by Pearl. Pearl tested a
prototype of the SCA Radio and based upon such testing agreed to order 10,000
initial SCA Radio units at a discounted list price. The list price per SCA
Radio unit is $35. Pearl has the right to test SCA Radio units during the
manufacturing process to ensure that they comply with agreed upon
specifications. Global and its affiliates have been developing the technology
which the SCA Radio is based on for the past year. The Pearl order represents
the first revenues from this technology.
The SCA Radio produced by Global will be regarded as a jointly developed
product between Global and Pearl. The SCA Radio is designed to receive stock
market information broadcast by Pearl with the ability of remote on/off and
scrambled broadcast to protect Pearl or other radio stations' subscriber base.
The agreement further provides that Pearl will serve as Global's agent in
China to assist Global in marketing the SCA Radio to other provinces.
The SCA Radio utilizes a portion of Global's "patent pending" technology
for which other applications, ie. data and fax, may be developed.
The Registrant, through Global, is developing a digital voice pager system
("Voice Pager") which system utilized digital signal processing to transmit
Voice Pager data over existing FM broadcast subcarriers. Global has a "patent
pending" for the Voice Pager and expects the Voice Pager could possibly be
available for delivery later this year, provided current projections are
realized.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibit 10.18 English translation of agreement between the Registrant's
subsidiary and Guangdong Radio Station China - Pearl
River Stock Market Radio dated June 7, 1996.
<PAGE>
Signatures
__________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIGMA ALPHA GROUP, LTD.
(Registrant)
June 12, 1996
By:s/Scott A. McPherson
__________________________
Scott A. McPherson
Principal Financial Officer
<PAGE>
[ITEMS] 7
ENGLISH TRANSLATION OF AGREEMENT BETWEEN THE REGISTRANT'S
SUBSIDIARY AND GUANGDONG RADIO STATION CHINA - PEARL RIVER
STOCK MARKET RADIO
<PAGE>
AGREEMENT
Party A: Guangdong Radio Station China - Pearl River Stock
Market Radio (Pearl)
Party B: Global Telecommunication of Delaware, Inc. (Global)
Based on close and sincere cooperation, Pearl and Global
reached the following agreement:
1. Pearl approves Global's SCA Digital Scrambling Radio
Receiver (SCA Radio). The receiver had passed the test by the
Technical Department of Radio Guangdong and deemed to have met
Pearl's basic requirements. The test of the Production Prototype
provided (By Global) met the required Technical Specifications
(Attached), Pearl agrees to adopt the receiver, the initial order
is 10,000 units. Pearl will order more receivers later - depend
on the market situation.
2. The SCA Radio produced by Global will be regarded as a
jointly developed product by the fact that Global does the
research and development and Pearl assists testing and fine
tuning. Both Global and Pearl's trade marks will appear on the
package. On the basis that both parties will keep the SCA Radio
technology and operating system software in confidentiality,
Global guarantees the technology will not be deciphered by other
factories within three years and Global will not transfer the
technology to any other party within China.
3. The operation requirements of the SCA Radio Global provides
to Pearl are: the SCA Radio should has the functions of
receiving both FM and 92 KHzSCA signals. Please see appendix for
details; Within Pearl's SCA effective receiving range, the SCA
Radio should have the ability to effectively turn on/off SCA
signals of every receiver.
4. Global's SCA Radio price is CIF Hong Kong $35 per unit.
Since both parties participate in the development of the
receiver, and Pearl will be the pioneer station in China, Global
offers a special discount of 20% to Pearl. Global will be
responsible to deliver the products to Pearl in Guangzhou via Sun
Success International Ltd (in Hong Kong). Pearl will make the
payment in terms of RMB at 258 RMB per unit, in fifteen days
after receiving the products. The payment will be made to Global
or designated agent of Global. Global will provide legal sales
receipts to Pearl.
5. Global will be responsible to provide repair and maintenance
service for the first year after sale. Global will also provide
quality "Three Guarantees", ie. guaranteed repair, return and
change. (Except earphone and any problems caused by users'
improper handling.) The repair and maintenance service will be
provided by the Technical Department of Radio Guangdong. Global
will provide spare parts. Global will pay 3 RMB per unit to
Pearl for the repair and maintenance. Any repair and maintenance
after one year or not included in the "Three Guarantee" will be
provided by Pearl. Global will provide spare parts at factory
price.
6. Since Pearl is the first user and participates in the
development, Global will provide Pearl with two SCA digital
scrambling 92KHz modulators ( One main one spare) and a 586 PC to
be used in conjunction with Pearl's transmitters. Global will
also provide free software for digital scrambling transmission
and operation. Global will be responsible to train the operating
staffs.
7. In order to facilitate the technical department to provide
repair and maintenance service and jointly promoting the SCA
Radio to other provinces, Global will provide a 586 PC and two
portable 486 PC and test instruments.
8. Global will provide two production samples by July 15. (The
samples do not have to be in the final casing). After Pearl's
test of the samples and meet the requirements, Global will start
to deliver the final products of 10,000 units in batches. First
batch of 5,000 will be delivered by August 20. The rest will be
delivered by the end of August. In addition to the usual 1%
additional product to cover loss and damage assurance, Global
will add another 1% to facilitate Pearl's marketing efforts.
Please see "SIR Outside Dimension and Equipment Requirements" for
outside dimensions and drawings. If Global fails to fulfil the
above mentioned quantity, quality, and schedule, Pearl has the
right to terminate the agreement and pursue Global's economic
liabilities.
9. Pearl, as an agent of Global in China, will assist Global to
market the SCA Radio to other provinces. Pearl promises to
organize a product marketing show after inauguration of the new
service. Global will be responsible for the expenses of the
show. There will be a unified price of 325 RMB per receiver to
all other radio stations in China. Any price changes will be
negotiated by both parties. Pearl will get 10 percent of the
sales income for the SCA Radio marketed by Pearl. Pearl will
have the income from the installation and tuning of the SCA
Scrambling Radio system for other stations.
10. Any disputes arise during the implementation of this
agreement will be negotiated and solved friendly by both
parties.
11. This agreement has four sets. Two for each party.
Pearl River Station Radio Guangdong
Zhengxiang Li (signature)
June 7, 1996
Global Telecommunication of Delaware, Inc.
Michael Yang (signature)
June 7, 1996
