UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Act of 1934
Date of report (Date of earliest event reported) September 9, 1996
------------------------------
ACROSS DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New York 0-26392 11-2920559
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
382 Main Street, Salem, NH 03079
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (603) 898-9800
---------------------------
<PAGE>
ITEM 2. Acquisition or Disposition of Assets.
- ------- -------------------------------------
(a) On September 9, 1996, Across Data Systems, Inc. (Across), a New York
corporation, sold substantially all of the assets of its wholly owned
subsidiary, Bizware Computer Systems (Canada), Inc., (Bizware) to 3203174 Canada
Inc. for $230,000.
Assets sold include any and all intellectual property rights held by
Bizware in respect of the software product known as "Retail Site Manager" and
"Multi-Site Manager", those customers of Bizware who hold licenses granted by
Bizware, all of Bizware's rights and obligations under all verbal and written
contracts, agreements and commitments with customers, the name "Bizware", and
certain computer equipment.
Terms of the sale are $120,000 paid at execution of the sale and the sum of
$110,000 in six equal, monthly installments, payable on the last day of each and
every month commencing on October 31, 1996 and terminating on March 31, 1997.
ITEM 7 Financial Statements and Exhibits.
- ------ ----------------------------------
(b) Pro forma financial information
1. Across pro forma condensed consolidated balance sheet as of
June 30, 1996 (unaudited).
2. Across pro forma condensed consolidated statement of
operations for the six months ended June 30, 1996
(unaudited).
3. Across pro forma condensed consolidated statement of
operations for the year ended December 31, 1995 (unaudited).
2
<PAGE>
The Company's unaudited pro forma condensed consolidated financial
statements for the six months ended June 30, 1996 and the year ended
December 31, 1995 give the effect to the sale of substantially all of
the assets of its wholly owned subsidiary Bizware Computer Systems
(Canada) Inc. as if such transaction had occurred on January 1, 1995.
The Pro forma information is not necessarily indicative of the results
that would have been reported had such events actually occurred on the
date specified, nor is it indicative of the Company's future results.
ACROSS DATA SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1996
<TABLE><CAPTION>
Historical Pro forma
------------------------------------ ---------------------------------------
Dispositions
--------------------
Across Data Bizware Computer
Systems, Inc. Systems (Canada) Inc. Adjustments Adjusted
------------- --------------------- ------------------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Current Assets
Cash and cash equivalents $2,547,000 ($ 9,465) $ 120,000 (1) $2,657,535
Accounts receivable - net 2,197,305 (202,079) 1,995,226
Accounts receivable - 3203174 Canada, Inc. 110,000 (1) 110,000
Income taxes receivable 240,103 (240,103) 160,328 (2) 160,3280
Prepaid and other assets 290,977 (9,916) 281,061
Deferred income taxes 254,800 0 254,800
------------ --------------- ---------- --------- ------------
Current assets 5,530,185 (461,563) 230,000 160,328 5,458,950
------------ --------------- ---------- --------- ------------
Property and equipment - net 885,050 (84,593) 800,457
------------ --------------- ------------
Other assets
Excess cost over net assets acquired - net 3,445,792 (1,019,460) 2,426,332
Service contracts acquired - net 1,888,438 0 1,888,438
Investment in Bizware 1,054,222 (1,054,222)(1)
Software development costs - net 2,411,773 (504,739) 1,907,034
Deposits and deferred costs 60,499 (5,477) 55,022
------------ --------------- ---------- --------- ------------
7,806,502 (475,454) (1,054,222) 6,276,826
------------ --------------- ---------- --------- ------------
Total assets $14,221,737 ($ 1,021,610) ($ 824,222) $ 160,328 $ 12,536,233
============ =============== ========== ========= ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Current maturities of long term debt $ 16,887 ($ 8,294) $ 8,593
Current maturities of loans from related
companies 150,000 0 150,000
Accounts payable 531,661 (40,304) 50,000 (1) 541,357
Accrued expenses 369,262 (17,741) 50,000 (1) 441,521
Income taxes payable 45,454 (148,497) (103,043)
Deferred revenue 1,989,305 (117,621) 1,871,684
------------ --------------- ------------
Current liabilities 3,102,569 (332,457) 2,770,112
------------ --------------- ------------
Long-term debt - net of current maturities 35,409 (6,922) 28,487
------------ --------------- ------------
Loans from related companies - net of current
maturities 391,753 0 391,753
------------ --------------- ------------
Shareholders' equity
Common stock 59,229 0 59,229
Additional Paid-in-capital 10,371,673 0 10,371,673
Unearned compensation (14,909) 0 (14,909)
Foreign currency translation adjustment 4,747 (4,747) 0
Retained earnings (deficit) 271,266 (677,484) (924,222) (1) 160,328 (2) (1,170,112)
------------ --------------- ---------- --------- ------------
10,692,006 (682,231) (824,222) 160,328 9,345,881
------------ --------------- ---------- --------- ------------
Total liabilities and shareholder' equity $14,221,737 ($ 1,021,610) ($824,222) $ 160,328 $12,536,233
============ =============== ========== ========= ============
</TABLE>
3
<PAGE>
ACROSS DATA SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the six months ended June 30, 1996
<TABLE><CAPTION>
Historical Pro forma
---------------------------------- ------------------------------------------
Dispositions
----------------
Across Data Bizware Computer
Systems, Inc. Systems (Canada) Inc. Adjustments Adjusted
-------------- --------------------- -------------------- ---------------
<S> <C> <C> <C> <C>
REVENUE:
Consulting and service $ 4,503,224 ($ 139,207) $ 4,364,017
Software 661,646 (142,128) 519,518
Other 350,919 (5,685) 345,234
-------------- ----------------- --------------
Total revenue 5,515,789 (287,020) 5,228,769
-------------- ----------------- --------------
COST OF REVENUE:
Consulting and service 2,325,298 (80,959) 2,244,339
Software 333,699 (26,774) 306,925
Other 272,814 (4,442) 268,372
-------------- ----------------- --------------
Total cost of revenue 2,931,811 (112,175) 2,819,636
-------------- ----------------- --------------
GROSS MARGIN 2,583,978 (174,845) 2,409,133
-------------- ----------------- --------------
Operating expenses
Selling, general and administrative 3,127,005 (378,801) 2,748,204
Amortization of goodwill and
Service contracts acquired 350,846 (57,898) 292,948
-------------- ----------------- --------------
3,477,851 (436,699) 3,041,152
-------------- ----------------- --------------
OPERATING INCOME (LOSS) (893,873) 261,854 (632,019)
-------------- ----------------- --------------
OTHER INCOME (EXPENSE)
Interest income 80,811 (805) 80,006
Interest expense (15,094) 997 (14,097)
-------------- ----------------- --------------
65,717 192 65,909
-------------- ----------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES (828,156) 262,046 (566,110)
INCOME TAX EXPENSE (BENEFIT) (3,200) 160,328 (160,328) (2) (3,200)
-------------- ----------------- --------- --------------
NET INCOME (LOSS) ($ 824,956) $ 101,718 160,328 ($ 562,910)
============== ================= ========= ==============
NET INCOME (LOSS) PER COMMON SHARE ($ .14) ($ .10)
============== ================= ========= ==============
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES 5,922,902 5,922,902
============== ================= ========= ==============
</TABLE>
4
<PAGE>
ACROSS DATA SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1995
<TABLE><CAPTION>
Historical Pro forma
--------------------------------- ----------------------------------------
Dispositions
----------------
Across Data
Systems, Bizware Computer
Inc. Systems (Canada) Inc. Adjustments Adjusted
------------- ---------------- ------------------------- ------------
<S> <C> <C> <C> <C> <C>
REVENUE:
Consulting and service $ 7,060,590 ($ 385,878) $ 6,674,712
Software 2,257,286 (945,095) 1,312,191
Other 821,148 (74,883) 746,265
------------- ---------------- ---------
Total revenue 10,139,024 (1,405,856) 8,733,168
------------- ---------------- ---------
COST OF REVENUE:
Consulting and service 3,571,535 (61,548) 3,509,987
Software 341,655 (8,310) 333,345
Other 601,017 (39,759) 561,258
------------- ---------------- ---------
Total cost of revenue 4,514,207 (109,617) 4,404,590
------------- ---------------- ---------
GROSS MARGIN 5,624,817 (1,296,239) 4,328,578
------------- ---------------- ---------
OPERATING EXPENSES
Selling, general and administrative 4,205,943 (607,299) 3,598,644
Amortization of goodwill and
Service contracts acquired 575,095 (113,665) 461,430
------------- ---------------- ---------
4,781,038 (720,964) 4,060,074
------------- ---------------- ---------
OPERATING INCOME 843,779 (575,275) 268,504
------------- ---------------- ---------
OTHER INCOME (EXPENSE)
Loss on sale of Bizware (1,024,222) (1) (1,024,222)
Interest income 122,994 (1,265) 121,729
Interest expense (54,733) 23,751 (30,982)
------------- ---------------- ----------- ---------
68,261 22,486 (1,024,222) (933,475)
------------- ---------------- ----------- ---------
INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST 912,040 (552,789) (1,024,222) (664,971)
INCOME TAX EXPENSE (BENEFIT) 278,700 20,854 (114,846) (2) 143,000
------------- ---------------- ----------- ---------
INCOME BEFORE MINORITY INTEREST 633,340 (531,935) (909,376) (807,971)
MINORITY INTEREST IN INCOME OF
CONSOLIDATED SUBSIDIARY 15,291 0 15,291
------------- ---------------- ----------- ---------
NET INCOME $ 618,049 ($ 531,935) (909,376) ($ 823,262)
============= ================ =========== =========
NET INCOME (LOSS) PER COMMON SHARE $ .13 ($ .17)
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES 4,777,758 4,777,758
============= ================ =========== =========
</TABLE>
(1) The Company sold substantially all of the assets of Bizware for $230,000.00
of which $120,000.00 was in the form of cash and $110,000.00 by way of six
monthly installments. The difference between the selling price and the
investment in Bizware is the additional loss to be recognized at time of sale.
In addition, the Company anticipates it will cost approximately $100,000.00 to
dispose of Bizware.
(2) To adjust the tax provision to what would have been required had pro forma
pre tax earnings been achieved.
5
<PAGE>
ITEM 7 Financial Statements and Exhibits.
(c) Exhibit:
1. Agreement of sale of assets effective September 9, 1996 between
Bizware Computer Systems (Canada) Inc. and 3203174 Canada Inc.
6
<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.
Across Data Systems, Inc.
------------------------------------
(Registrant)
Date: September 23, 1996 /s/ Joseph J. Di Zazzo
-------------------------- ------------------------------------
Joseph J. Di Zazzo, Controller and
Chief Accounting Officer
7
EXHIBIT 1
AGREEMENT OF SALE OF ASSETS EFFECTIVE SEPTEMBER 9, 1996
BETWEEN: BIZWARE COMPUTER SYSTEMS (CANADA), INC., a corporation
incorporated pursuant to the Canada Business Corporations
Act, hereinacting, and represented by Terri Ghio duly
authorized as she so declares and herinafter referred to as
the
"VENDOR"
AND: 3203174 CANADA INC., a corporation incorporated pursuant to
the Canada Business Corporations Act, hereinacting and
represented by Moshe Cohen, duly authorized as he so
declares and hereinafter referred to as the
"PURCHASER"
WHEREAS the PURCHASER wishes to purchase from the VENDOR who wishes to
sell to the PURCHASER the assets hereinafter described ("ASSETS") of the
computer software, maintenance and support business ("Business") carried on by
the Vendor located at 8250 Decarie Boulevard, St. Laurant, Quebec ("PREMISES")
operating under the name "Bizware", the whole in accordance with the terms and
conditions hereinafter set forth.
THE PARTIES AGREE AS FOLLOWS:
1.0 PREAMBLE
---------------
1.01 The preamble is true and correct and forms part of this
Agreement as if herein recited at length.
2.0 ASSETS
-------------
2.01 The VENDOR hereby sells, transfers, assigns and conveys to
the PURCHASER who purchases from the VENDOR as, at and from the ninth
-----
day of September 1996 ("Closing Date") all the right, title and
---------------------
interest of the VENDOR in and to the ASSETS of the BUSINESS as
hereinafter described:
(a) any and all intellectual property rights held by the VENDOR
in respect of the software products known as
8
<PAGE>
"Retail Site Manager' and "Multi-Site Manager", as more fuly
described in exhiibit 2-01(a) to this Agreement
("oPRODUCTS");
(b) the list of those Customers of the VENDOR who hold
licenses granted by the VENDOR in respect of the PRODUCTS,
which list is annexed to this Agreement as Exhibit 2.01 (b);
(c) the list of customers of the BUSINESS' support
department, known as the "Customer Care Department", which
list is annexed to this Agreement as Exhibit 2.01 (c),
contracts with these customers are referred to as "CCD
CONTRACTS";
(d) all of the VENDOR's rights and obligations under all
verbal and written contracts, agreements and commitments
with customers of the BUSINESS ("CUSTOMER CONTRACTS"), a
list of which is annexed to this Agreement as Exhibit
2.01(d), including CCD CONTRACTS;
(e) all customer files and accounting records related to the
BUSINESS;
(f) the name "Bizware";
(g) all telephone numbers and fax numbers related to the
BUSNESS;
(h) all brochures, manuals, marketing and advertising
materials related to the BUSINESS;
(i) the specific computer equipment and office furniture
described on Exhibit 2.01 (i) attached to this Agreement
("EQUIPMENT");
(j) the exclusive right of the PURCHASER to represent itself
as carrying on the BUSINESS as a continuation of and in
succession to the VENDOR; and
(k) certain accounts receivable or portions thereof, as more
fully described below.
2.02 The ASSETS of the BUSINESS are limited to those assets which
are specifically listed above and without limiting the generality of
the foregoing. shall specifically exclude cash, cash equivalents, bank
deposits, securities, investments, pension plans, deferred profit
sharing plans or any other assets of any nature whatsoever.
9
<PAGE>
3.00 PURCHASE PRICE
3.0l The purchase price payable by the PURCHASER to the VENDOR for the
ASSETS (hereinafter referred to as the "PURCHASE PRICE") shall be the
total amount of TWO HUNDRED AND THIRTY THOUSAND U.S. DOLLARS
($230,000.00 U.S.).
4-00 PAYMENT OF THE PURCHASE PRICE
4.01 The PURCHASE PRICE shall be payable as follows:
(a) the sum of ONE HUNDRED AND TWENTY THOUSAND U. S. DOLLARS
($120,000.00 U.S.) concurrently with the execution of this Agreement,
in immediately available funds, receipt of which is hereby
acknowledged by the VENDOR; and
(b) the sum of ONE HUNDRED AND TEN THOUSANID U.S. DOLLARS ($110,000.00
U.S.) by way of six (6), equal, monthly installments, payable on the
last day of each and every month commencing on October 31, 1996 and
terminating on March 31, 1997 ("BALANCE OF PRICE").
4.02 The payment of the BALANCE OF PRICE is personally guaranteed by
Moshe Cohen and Phil Nussbaum (by their intervention hereto),
solidarily with the PURCHASER and with each other, and each of them
waiving all benefits of division and discussion.
5.00 SALE OF AN ENTERPRISE
5.01 The VENDOR and the PURCHASER acknowledge that they have complied
with the provisions of the Civil Code of Quebec dealing with the sale
of an enterprise.
5.02 Attached hereto is the sworn statement of the President of the
VENDOR, which indicates that the VENDOR does not have any creditors.
6.00 TITLE AND POSSESSION
6.01 Title to and possession of the ASSETS shall pass to the PURCHASER
upon the effective date of this Agreement.
7.00 ASSUMED CONTRACTS
7.01 The PURCHASER agrees to perform the VENDOR's obligations under
each of the CUSTOMER CONTRACTS as and from the CLOSING DATE, to the
complete exoneration of the VENDOR.
10
<PAGE>
7.02 Other than the Obligations of the VENDOR under the CUSTOMER
CONTRACTS, the PURCHASER does not assume any of the obligations of the
VENDOR of any nature whatsoever, including, without limitations (but
subject to the second paragraph S section 7.02) any obligations
relating to claims or liabilities resulting from non-performance, or
faulty performance, or default by the VENDOR under any of the customer
contracts prior to the CLOSING DATE ("CUSTOMER CLAIMS") and the VENDOR
shall hold the PURCHASER harmless and indemnify the PURCHASER in
respect of any and all obligations, liabilities, clais, damages or
expenses (including reasonable professional fees on a client/attortney
basis) which the VENDOR may incur in respect of any of the foregoing.
Notwithstanding the preceding paragraph, the VENDOR shall only be
required to indemnify the PURCHASER and to hold the PURCHASER harmless
in respect of CUSTOMER CLAIMS where legal procedings are instituted
prior to November 30, 1996 with respect to CUSTOMER CLAIMS occurring
prior to the CLOSING DATE, after which date no such date indemnity
shall be available.
7.03 The PURCHASER agrees and undertakes to indemnify the VENDOR and
to hold the VENDOR harmless from any and all liabilities, claims,
damages and expenses (including professional fees, on a
client/attorney basis) incurred or suffered by tbe VENDOR as a
consequence of the PURCHASER failing to perform any obligations
Undertaken by the PURCHASER hereunder with respect to the performance
of the VENDOR's obligations under the CUSTOMER CONTRACTS.
8.00 ACCOUNTS RECEIVABLE
8.01 In the event that after the CLOSING DATE the PURCHASER collects
any accounts receivable which are outstanding on the CLOSING DATE
relating to CCD CONTRACTS, such collections shall be divided between
the VENDOR and the PURCHASER on a pro rata basis, in proportion to the
number of months in the service period to which such receivable
relates occurring before and after September 1, 1996. All collections
of CCD CONTRACT receivables received by the VENDOR prior to the
CLOSING DATE shall belong to the VENDOR, even if the receivable
relates in whole or in part to services to be rendered by the
PURCHASER after the CLOSING DATE. All CCD CONTRACT receivables
generated after the CLOSING DATE shall belong to the PURCHASER.
8.02 All amounts collected after the CLOSING DATE in respect of
accounts receivable relating to CUSTOMER CONTRACTS which are not CCD
CONTRACTS shall be dealt with as follows:
11
<PAGE>
-5-
(a) those receivables listed on Exhibit 8.02 shall belong to the
VENDOR;
(b) receivables owing by Clark Oil and by Big Tyme shall belong to the
PURCHASER;
(c) any collection on account of the receivables owing by Chevron
shall belong to the
8.03 All amounts invoiced in respect ot all CUSTOMER CONTRACTS after
the CLOSING DATE shall belong to the PURCHASER.
8.04 The PURCHASER shall use all reasonable efforts to collect any
outstanding accounts receivable. In the event any amounts are received
by either PURCHASER or the VENDOR on behalf of the other of them, such
amounts shall be remitted forth with to the party entitled to receive
same.
9.00 EMPLOYEES
9.01 It is specifically acknowledged that the PURCHSER does not assume
any liabilities of the VENDOR with respect to any of the employees of
the BUSINESS. The VENDOR shall be responsible for all salaries,
benefits, termination pay, severence pay and vacation pay owing or to
become due to all employees of the BUSINESS up until the CLOSING DATE
and relating to the termination of their employment.
10.00 PREMISES
10.01 The PURCHASER does not assume any liability of responsibility of
the VENDOR in respect of the lease of the premises.
10.02 The VENDOR acknowledges that it has granted permission to the
PURCHSER to continue to operate the BUSINESS out of the PREMISES for a
period of three (3) months, until November 30, 1996, without
compensation to the VENDOR. The PURCHASER will hold the VENDOR
harmless and indemnify the VENDOR in respect of any claim, loss or
damage relating to any damage or injury to the PREMISES caused by
PURCHASER, its employees or agents.
11.00 REPRESENTATIONS AND WARRANTIES OF VENDOR
11.01 The VENDOR represents and warrants as follows to the PURCHASER:
12
<PAGE>
-6-
(a) the VENDOR is a corporation duly incorporated and organized and
validly subsisting in good standing under the laws of Canada;
(b) the execution of this Agreement and the carrying out of the
transactions contemplated herein have been authorized by allt
requisite corporate action and will not:
(i) conflict with the Articles of Incorporation or By-Laws of the
VENDOR and will not conflict with, or result in the breach or
termination of, or constitute a default under, any lease,
agreement, commitment or other instrument, or any order, judgment
or decree, to which the VENDOR is a party or by which the VENDOR
is bound; or
(ii) constitute a violation by the VENDOR of any law or
regulation applicable to the VENDOR.
(c) no consent of a third party is required in connection with the
sale of the ASSETS;
(d) the VENDOR has good and marketable title to all of the ASSETS,free
and clear of any and all liens, pledges, charges, encumbrances,
restrictions, conditional sale rights, security interests or third
party title claims of any nature whatsoever;
(e) no person has any agreement, option, understanding or commitment
or other right or priveledge for the purchase from the VENDOR of any
of the ASSETS;
(f) the VENDOR is a resident of Canada within the meaning of the
Income Tax Act (Canada) and the analogous provisions of the Quebec
Taxation Act;
(g) the VENDOR is solely responsible and has paid for all salaries,
vacation pay, bonuses, commissions and other benefits of every nature
of the employees of the BUSINESS accrued up to the CLOSING DATE as
well as all governmental withholdings and payments with respect
thereto;
(h) the VENDOR is not a party to any collective labour agreement vith
regard to the employees of the BUSINESS;
(i) the VENDOR holds all intellectual property rights in the PRODUCTS
and the PRODUCTS do not infringe upon the intellectual property rights
of any third party and are not licensed , in whole or in part, from
any third party; and
13
<PAGE>
-7-
(j) this Agreement is the valid and binding obligation of the VENDOR
enforceable against it in accordance with its terms, except as may be
limited by bankruptcy, reorganization. insolvency or other similar
laws affecting the enforcement of creditors' rights in general and
subject to general principles of equity.
12.00 REPRESENTAIONS AND WARRANTIES OF THE PURCHASER
12.01 The PURCHASER represents and warrants as to the VENDOR:
(a) the PURCHASER is a corporation duly incorporated and organized
and validly subsisting in good standing under the laws of Canada;
(b) the execution of this Aqreement and the carrying out of the
transactions contemplated herein have been authorized by all
requisite corporate action and will not:
(i) conflict with the Articles of Incorporation or By-Laws of
the PURCHASER and will not conflict with, or result in the
breach or termination of, or constitute a default under, any
lease, agreement, commiment or other instrument, or any
order, judgement or decree, to which the PURCHASER is a
party or by which the PURCHASER is bound; or
(ii) constitute a violation by the PURCHASER of any law or
regulation applicable to the PURCHASER.
(c) no consent of a third party is required in connection with the
purchase of the ASSETS;
(d) this Agreement is the valid and binding obligation of the
PURCHASER enforceable against it in accordance with its terms,
except as may be limited by bankruptcy, reorganization,
insolvency or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of
equity.
13.00 UNDERTAKINGS
13.01 Concurrently with the execution of this Agreenent, the VENDOR
shall:
14
<PAGE>
-8-
(a) cause an amending declaration to be filed with the Inspecteur
general des institutions financieres (Quebec) declaring that the
VENDOR has ceased to carry on business under the name "Bizware";
(b) change its corporate name to a name not including the word
"Bizware";
(c) execute and deliver to the PURCHASER a "consent", in the form
required by the Director, under the Canada Business Corporations
Act, consenting to the use of the name "Bizware" by the PURCHASER
and undertaking (in favour of the Director) to change its
corporate name to a dissimilar name forthwith; and
(d) assign to the PURCHASER all its rights to any trademark or
other intellectual property owned by the VENDOR and relating to
the PRDUCTS or the BUSINESS.
14.00 ENTIRE AGREEMENT
14.01 this Agreement embodies the entire Agreement and understanding
between the parties hereto and supersedes and annuls all prior agreements
between the parties.
l5.00 GENERAL
15.01 All notices in connection with this Agreement shall be in writing and
either hand-delivered or mailed by registered mail or certified mail. Any
such notice shall be deemed to have been received on the earlier of the
date of the hand delivery or on the fifth (5th) business day following the
date of mailing. Notice my also be sent by telecopier and shall in such
case be deemed to have been received on the date fol1owing transmission.
The respective addresses of the parties for the Purposes of receiving
notices are as follow:
VENDOR: BIZWARE COMPUTER SYSTEMS (CANADA) INC.
C/O Across Data Systems, Inc.
1 Penn Plaza
New York, N.Y. 10119
Attention: Ms TerriGhio
-----------------------
Fax No.: (514)341-8999
15
<PAGE>
-9-
WITH A COPY TO: Bruno Lerer
767 - 3rd Avenue
24th Floor
New York, N.Y.
10017
Fax No.: o(212) 751-0409
PURCHASER: 3203174 CANADA INC.
7575 Trans-Canada
Suite 201
St. Laurent, Quebec
H4T 1V6
Attention Mr Moshe Cohen
------------------------
Fax No.: (514) 334-4368
WITH A COPY TO: MENDELSOHN ROSENTZVEIG SHACTER
1000 Sherbrooke Street West
27th Floor
Montreal, Quebec
H3A 3G4
Attention: Mr David L. Rosentzveig
----------------------------------
Fax No: (514) 987-1213
Any party may by notice to the others change its address for purposes
of receiving notices
15.02 The parties agree to execute such further documents and
agreement as may be necessary in order to give full force and effect
to these presents.
15.03 This Agreement shall be governed by and construed in accordance
with the laws of Quebec.
15.04 This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, assigns and legal
representatives.
15.05 Each provision of this Agreement shall be deemed to be
independent of the others, and in the event that any provision should
be judged to be invalid, the remaining provisions of this Agreement
shall remain valid and binding.
15.06 Except as otherwise specified in this Agreement, each party
shall bear its own expenses in connection with the negotiation and
preparation of this Agreement and all documents and instruments
delivered in connection herewith
16
<PAGE>
- 10 -
15.07 The PURCHASER shall be responsible. for the payment of any
G.S.T., transfer, sales or other similar taxes resulting from the
purchase and sale of the ASSETS.
15.08 There are no representations or warranties by either party,
except those expressly set forth in this Agreement. THE PURCHASER
ACKNOWLEDGES THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WITH
RESPECT TO THE ASSETS BEING SOLD UNDER THIS AGREEMENT OR THEIR
MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, THE PURCHASER ACCEPTING
ALL SUCH ASSETS "AS IS" AND WITH ALL FAULTS.
15.09 Each party represents and warrants to the other that it has not
retained or dealt with any broker or finder in connection with the
transactions contemplated by this Agreement.
15.10 This Agreement may be executed in counter-parts, each of which
shall be an original but both of which together shall constitute one
and the same Agreentent.
15.11 The parties acknowledge that they have required that this
Agreement and all related documents be prepared in English.
Les parties reconnaissent avoir exige que la presente convention et
tous les documents connexes soient rediges en anglais.
AND THE PARTIES HAVE SIGNED:
BIZWARE COMPUTER SYSTEMS (CANADA) INC.
PER: /s/ Terri Ghio
-------------------
Terri Ghio
3203174 CANAD INC.
PER: /s/ Moshe Cohen
--------------------
Moshe Cohen
17
<PAGE>
EXHIBIT 2.01 (A)
DESCRIPTION OF PRODUCTS
1. Retail Site Manager, all versions
2. All POS Links & Telxon Link
3. Multi-Site Manager 3.5 and Corpsite Manager Big Tyme, BHP and Fleming
version of the multi-site manager
4. Service Software (CCD)
<PAGE>
Exhibit 2.01 (B)
List of Customers holding Licenses
Mohawk Oil Company, Ltd.
Big Tyme Food Mart
Clark Refining and Marketing
Imperial Oil
Chevron Canada, Ltd.
Fleming Oil Company, Inc.
Petro Canada - Certiguard
BHP' Petroleum
19
<PAGE>
Exhibit 2.01(D)
List of Customer Contracts
Re-seller Agreement
Convenience Store Franchising
<PAGE>
EXHIBIT 2.01(I)
EQUIPMENT AND FURNITURE
# COMPUTER CPU Mhz Disk Size Modem
- --------- --------------------- ------------- ---------------- --------------
1 Plain paper canon fax
2 HP scanner 4
3 Server F: drive
4 Server H: drive
5 Photo copier
6 HP LaserJet II
7 HP DeskJet 660
8 Pentium 120 1gig internal
9 Pentium 100 1gig internal
10 Pentium 100 1gig internal
11 Pentium 75 850mb external
12 Pentium 75 850mb external
13 Pentium 75 850mb int./ext.
14 Goldmine software
21
<PAGE>
SWORN DECLARATION
-----------------
AGREEMENT OF SALE OF ASSETS
ENTERED INTO EFFECTIVE SEPTEMBER 9, 1996
BETWEEN BIZWARE COMPUTER SYSTEMS (CANADA) INC. AS VENDOR
AND 3203174 CANADA INC. AS PURCHASER
The undersigned, Terri Ghio, residing and domiciled at ________________
_______________,Quebec, being duly sworn, do depose and say:
1. THAT I am the President of Bizware Computer Systems (Canada) Inc. which is
the vendor under the terms of the Agreement of Sale of Assets entered into
effective September 9, 1996 with 3203174 Canada Inc. and as such have
personal knowledge of the facts herein related.
2. THAT Bizware Computer Systems (Canada) Inc. is not indebted to any party in
any sum whatsoever, that it has no creditors and that all of its assets are
free and clear of all liens and encumbrances.
AND I HAVE SIGNED
---------------------------------
Terri Ghio
SWORN TO BEFORE ME AT MONTREAL
QUEBEC, THIS ___________ DAY OF
SEPTEMBER, 1996
- ----------------------------------------
(Commissioner of Oaths)
<PAGE>
EXHIBIT 8.02A
Invoice # Date Customer Amount
5118 May 7, 1996 Big Tyme $972.43
5050 March 5, 1996 Chevron $1055.80
5082 March 31, 1996 Chevron ($260.90)
5137 May 29, 1996 Clark - Panorama $8,000.00
5155 June 4, 1996 Clark - Panorama $4,000.00
5217 August 12, 1996 ESSO Interamerica $13,200.00
5220 August 23, 1996 ESSO Interamerica $2,200.00
5116 May 7, 1996 Mohawk Oil $286.00
5219 August 15, 1996 Mohawk Oil $4,189.00
4943 January 4, 1996 Mohawk Oil $46.58
5029 February 7, 1996 Mohawk Oil $73.10
5049 March 5, 1996 Mohawk Oil $146.48
5168 June 30, 1996 Mohawk Oil $143.38
5180 July 31, 1996 Mohawk Oil $27.55
5179 July 31, 1996 Petro Canada $293.74
23
<PAGE>
- 11 -
I N T E R V E N T I O N S
CRITERION DESIGN AND PROGRAMMING LTD. hereby intervenes into the
foregoing Agreement, acknowledges having received a copy thereof, and hereby
solidarily binds itself with 3203174 Canada Inc. (the "PURCHASER") in respect of
the payment by the PURCHASER of the "BALANCE OF PRICE" and the PURCHASER's
undertaking to perform the VENDOR's obligations under the "CUSTOMER CONTRACTS".
SIGNED EFFECTIVE SEPTEMBER 9, 1996.
CRITERION DESIGN AND PROGRAMMING LTD.
PER: /s/ Moshe Cohen
----------------------------------
Moshe Cohen
Moshe Cohen Phil Nussbaum hereby intervene into the foregoing
agreement, acknowledge having received a copy thereof, and hereby solidarily
guarantee the payment of the "BALANCE OF PRICE", as set forth at Section 4.02.
SIGNED EFFECTIVE SEPTEMBER 9, 1996.
----------------------------------
Moshe Cohen
----------------------------------
Phil Nussbaum
24
