As Filed with the Securities and Exchange Commission on May 15, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
SELF CHANGE CORPORATION
(Formerly Slide Panel Corp.)
DELAWARE 11-3331106
-------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Richard S. Lane. Esq.
222 Old Country Road - 2nd Floor
Mineola, N.Y. 11501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code is (516) 248-0858
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock $.001 Par Value
(Title of Class)
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TABLE OF CONTENTS
Page No.
ITEM 1. BUSINESS....................................................... 2
ITEM 2. FINANCIAL INFORMATION.......................................... 6
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.......................................... 7
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS............................... 8
ITEM 6. EXECUTIVE COMPENSATION......................................... 8
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS................................................... 8
ITEM 8. LEGAL PROCEEDINGS.............................................. 9
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS........................................... 9
ITEM 10.RECENT SALES OF THE UNREGISTERED SECURITIES.................... 9
ITEM 11.DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED............................................... 10
ITEM 12.INDEMNIFICATION OF DIRECTORS AND OFFICERS...................... 10
ITEM 13.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................... 11
ITEM 14.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE......................... 12
ITEM 15.FINANCIAL STATEMENTS AND EXHIBITS.............................. 12
SIGNATURE PAGE................................................. 14
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ITEM 1. BUSINESS
General
The Registrant was incorporated in the State of Delaware on February 28,
1995 as Slide Panel Corp. ("Slide Panel"). In an unrelated transaction, in March
1995, the principal shareholders of a company named Centracor Systems Corp.
("CSCO") sold their controlling share position. As the sale did not require that
the assets of CSCO be included and as a principal shareholder of Registrant was
also a principal shareholder of CSCO, he caused the CSCO assets to be
transferred to Registrant for the benefit of the former shareholders of CSCO
who, in consideration thereafter, received shares of Registrant (on a
one-for-one basis) to reflect their undivided interest in such assets. In June
1995, a Form D was filed setting forth such exchange.
Due to lack of financing, Registrant then became inactive until in June,
1996 a Mr. Reinhardt Stille acquired a controlling stock interest in Registrant
from its principal shareholders. Thereafter, Registrant issued shares to a Mr.
Patrick Tiraboschi and an amended Form D was filed in June 1996 to indicate a
change of business purpose to the distribution of free-standing currency
exchange machines. In August 1996, Registrant's Certificate of Incorporation was
amended increasing its authorized shares to 50,000,000, $.OO1 par value, and
changing its name to Self Change Corporation to reflect Registrant's then
current business of distributing and installing free-standing automatic currency
machines. These machines were created and designed specifically to satisfy the
needs of and for installation in lobbies of hotels catering to international
travelers.
The new model is called SCANCHANGE-LOBBY which was manufactured by SCANMAD
S.A.R.L. ("SCANMAD"), a French company formed in 1989 by Mr. Tiraboschi and in
recent years hundreds have been installed throughout Europe. SCANMAD has its
manufacturing and administrative offices in the South of France in
Sophia-Antipolis. It employs approximately ten people and occupies approximately
3.000 square fee of combined office and manufacturing facilities.
Registrant maintains and operates an office at 100 Park Avenue in New York
City in which it has the availability of a private office, use of a reception
facility, telephone operators, conference rooms and stenographic and typing
services as required. Registrant has a General Operations Manager and a factory
trained representative to supply technical support under the direction of the
Manager.
Introduction
Foreign exchange conversion has been a commercial enterprise for hundreds
of years and practiced profitably. More recently, money-exchanging services have
been provided by banks, foreign-exchange dealers and hotel front-desks. While
each of the above service providers has particular advantages and disadvantages
vis-a-vis their competition, all of them share one particular feature: lack of
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convenience for the individual requiring a foreign exchange conversion. Banks
are generally open for business during very limited hours and closed on weekends
and holidays, foreign exchange dealers are by and large hard to find and work
similar hours as banks. and hotel front-desks do in general limit themselves to
half-a-dozen currencies only, with exchange rates that are not particularly
tempting.
Under these circumstances, and following the wide acceptance of
Automatic Teller Machines ("ATMs") by the public at large, a number of
manufacturers began designing Automatic Currency Exchange Machines ("ACEMs")
which allow the individual to exchange up to IO world currencies into one of the
most widely-held monies such as the United States dollar, the Pound Sterling,
the Deutschemark or the French franc. While not all manufacturers' efforts
resulted in the production of a truly reliable Automatic Currency Exchange
Machine, SCANMAD of Sophia-Antipoles (France) was particularly successful in
designing a universally acceptable product, which is at present functioning at
hundreds of locations throughout Europe.
While originally designed for the banking world, with very similar
features to the well-known ATMS, the SCANCHANGE-ACEM has more recently been
re-designed to become an independent free-standing unit which does not require
any wall-support because it is conceived along the lines of a free-standing safe
containing all the electronic hardware and software to perform foreign currency
exchanges. This unit is connected through armored cables to the power source
(110-220 V-AC) and to a standard Personal Computer which monitors and controls
the industrial computer inside the ACEM. This machine was created specifically
to satisfy the needs of international Hotels and is therefore aptly named
"SCANCHANGE-LOBBY".
Following the presentation and enthusiastic reception of the
"SCANCHANGE-LOBBY" at several U.S. and foreign Hospitality Fairs, the Management
of Registrant obtained the exclusive rights to @install and operate
"SCANCHANGE-LOBBY" machines in Hotels in the states of New York, New Jersey and
Florida.
Extensive studies by Registrant and SCANMAD have revealed that a large
number of "SCANCHANGE-LOBBY" machines can be connected via the telephone network
to a central monitoring Personal Computer ("PC"), located in a small office,
where one highly qualified manager supervises and monitors the foreign exchange
transactions performed automatically by a large number of machines in hotel
lobbies. Once the machine's currency hopper, which normally contains U.S.
$25,000 is near exhaustion. the manager requests a re-fill and simultaneous
collection of the foreign exchange bought by the machine. This operation is
performed by armed guard services, who collect and deliver currency directly to
the purchasing Bank which also acts as a control point. In addition to a general
manager, Registrant employs a factory-trained engineer to ensure a faultless
operation of the installed machines.
Initially, Registrant plans to operate in the New York City and New Jersey
metropolitan areas and surrounding locations, including but not limited to
Atlantic City, New Jersey. Taking into account the considerable leverage
perceived by Management. it is their intention to restrict Registrant's
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capitalization to the minimum required to start operations profitably and to
fund the Registrant's expansion from self-generated cash-flows and through an
aggressive leasing program, for which a number of propositions have already been
received. A recent market-survey performed by Management revealed the existence
of some 120 ideal locations in the New York/New Jersey area for the installation
of a "SCANCHANGE-LOBBY" machine.
Following the installation of 120-ACEM's in the New York New Jersey
area, Registrant plans to expand operation into Florida, where Management
believes a similar potential exists in both the Fort Lauderdale area and @her
North in the Orlando theme park area. Although the overall number of locations
could well exceed the number of 120 for both areas combined, Management prefers
to err on the conservative side and consequently the Florida expansion, included
in the business plan, is based on that number.
Following enthusiastic acceptance at numerous trade-fairs and actual
performance in major European Hotels, Mr. Tiraboschi realized that a
considerable potential existed for a distinct, U.S. based operating company
which would install and exploit the use of "SCANCHANGE-LOBBY" machines in
selected geographical areas of the United States and franchise similar
operations in other areas. In view of the fact that Mr. Patrick Tiraboschi's
family controls both SCANMAD S.A.R.L. and Registrant, the relationship between
these two corporate entities is mutually supportive.
Meeting- Traveler's Needs
The mission of Registrant is to provide the international traveler with
an easy access to ACEMS. Based on the principle of "if you cannot come to see
us, we will come to see you", Registrant seized on the opportunity created by
the development of the "SCANCHANGE-LOBBY" machine, which brings currency
conversion as close as possible to the traveler by being installed in the Hotel
Lobby. Extensive market research has revealed that Hotel front-desk staff is
generally much too busy with check-ins and check-outs, to properly look after
the traveler in need for a quick currency exchange. Consequently, Hotel
management has widely heralded the advent of the "SCANCHANGE-LOBBY" machine as a
long awaited answer to their foreign currency conversion woes.
Markets
In a wider sense any major world-class city containing a large number of
International Hotels may be considered the Market" for Registrant which will he
in a position to replicate its chain of "SCANCHANGE-LOBBY" machines operating in
the United States, elsewhere throughout the world. However, from a practical
point of view, Management thinks that operations outside the continental U.S.A.
may become more difficult to control, and therefore Management believes that
shareholders' interests are best served by implementing a franchising/licensing
program as soon as practicable.
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Competition
Although to the best knowledge of Registrant there are no ACEMs in
existence that match or exceed the specifications of the "SCANCHANGE-LOBBY"
machine, there is no guarantee that other manufacturers of ACEMs may not decide
to enter the markets selected by Registrant. In addition. Registrant will face
competition from traditional foreign currency dealers, banks and others, which
may decide to lower commissions charged and/or provide other "bundled" services
in order to protect their territory.
Notwithstanding the above, Registrant believes that being the first to
offer the service described throughout this Form I 0 has definite competitive
advantages, that the market targeted by the Registrant (i.e., a large number of
relatively small transactions) is not the same as the market pursued by
traditional service providers and finally, that the convenience factor is of
major importance for the average traveler.
Short-Term and Medium-Term Strategies
Registrant has set itself a short-term objective to build-up the New
York/New Jersey business and the Florida operations within the first two years
of existence. In addition, Registrant will grant licenses to franchisees and
collect royalties therefrom in areas which Registrant deems non-strategic.
Financing- Requirements
In order to implement its Business Plan as set forth herein, Registrant has
raised U.S. $966.750 privately. There are at present 20,000,000 shares
outstanding which are held as follows:
Patrick Tiraboschi.................... 10,200,000
Reinhardt Stille...................... 5,027,892
Island and Coastal Minerals
(Sierra Leone) Limited................ 2,695,000
Public Shareholders................... 2,077,108
---------
Total................................. 20,000,000
Company Organization
PATRICK TIRABOSCHI (45) - PRESIDENT, C.E.O., CHAIRMAN OF THE BOARD
Following formal studies in Nice (France), Mr. Tiraboschi spent several
years in the United States in various Foreign Exchange operations, where he
acquired the insight and the know-how of this industry. In 1989, Mr. Tiraboschi
created SCANMAD S.A.R.L. in Sophia-Antipolis, Valbonne, France with the specific
purpose of creating an Automatic Currency Exchange Machine that would rival or
exceed the functionality of the widely known Automatic Teller Machines. SCANMAD
S.A.R.L. has become an unqualified success in recent years, having already
installed hundreds of machines throughout Europe.
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REINHARDT STILLE (55) -VICE-PRESIDENT FINANCE. SECRETARY AND MEMBER OF THE BOARD
Mr. Stille is a Canadian Certified General Accountant who articled with
Price Waterhouse in Montreal and spent five years in an executive position with
one of Canada's largest conglomerates. After a twenty-year career as an
institutional stockbroker with Dean Witter Reynolds (Canada) Inc. and
predecessor companies, Mr. Stille moved to Monaco in 1991 to pursue private
interests in the areas of venture-capital, start-up companies and mergers with
public companies.
Risk Factors
Investment in any company at its initial stage of development involves a
high degree of risk. Registrant has no trading nor operating history. Despite
the enthusiastic reception by the targeted customer groups, i.e. large hotels in
the United States and in Europe, the success of Registrant is dependent upon
wide acceptance of its ACEMs installed in Hotel lobbies. In addition. Registrant
depends at present on certain contractual and technological partnerships, which
in the event of change, could significantly alter Registrant's business plan as
described herein. Alternatively, and not withstanding the fact that the Company
believes that it can compete effectively in its chosen market segment, present
and future competition may have an adverse impact on future market share and
overall growth prospects.
In addition. the reader's attention is called upon the fact that Registrant
depends and will continue to depend on the services of its senior officers and
majority shareholders, Mr. Patrick Tiraboschi and Mr. Reinhardt Stille. Although
Registrant will have appropriate service contracts with these individuals, the
loss of the services of these executives could have a material adverse effect on
Registrant's business and prospects. Furthermore. it should be noted that to
date the Registrant has relied on financing provided by and secured through the
efforts of its major shareholders. Notwithstanding the fact that such
shareholders have made assurances to the effect that they will continue to so
finance the Registrant privately until external financing becomes available,
there is no guarantee that such financing will be timely and sufficient.
While Registrant is at present not contemplating any external financing
of a dilutive nature. no prediction can be made as to the effect, if any, that
future sales of shares, options or warrants. or the availability of shares for
future sales, will have on the market price of Registrant's common stock. Sales
of substantial amounts of the common stock or the perception that such sales
could occur. may adversely affect the prevailing market price of the common
stock of Registrant.
ITEM 2. FINANCIAL INFORMATION Management's Discussion and Analysis of
Financial Condition and Results of 0perations
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The Registrant has had no operating revenues to date and has no trading Or
operating history. To date, Registrant has relied on financing provided by and
secured through the efforts of its major shareholders.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information concerning the
beneficial ownership of the Registrant's Common Stock by each Director, by all
Directors and Officers as a group and by each person known to the Registrant to
be the beneficial owner of more than 5% of the outstanding shares of the
Registrant's Common Stock as of December 31, 1996. Unless otherwise indicated,
each of the following persons has sole voting and investment power with respect
to the shares which he beneficially owns.
Amount & Nature
Name and Address of Beneficial Percentage of
of Beneficial Owner Ownership Class
------------------- --------- -----
Patrick Tiraboschi
President. C.E.0. and Director ............... 10,200,000 51.00%
Bastide Ste. Paul
Domaine du Vignal
06740 Chateauneuf De Grasse
France
Reinhardt Stille
Vice President Finance .......................
Secretary and Director ....................... 5,027,892 15.14%
7 Avenue Princess Grace
98000. Monaco
Island and Coastal Minerals
(Sierra Leone) Limited ....................... 2,695,000 13.48%
7 Avenue Krieg
1208, Geneva
Switzerland
All Directors and Officers as
a group (2 persons) .......................... 15,227,892 76.14%
7
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ITEM 5. DIRECTORS AND EXECUTIVE OF OFFICERS
The Directors and Executive Officers of the Registrant are as follows:
Name Age Position
- - ------------------- --- ---------------------
Patrick Tiraboschi .......................... 45 President, C.E.O. and
Chairman of the Board
Reinhardt Stille ............................ 55 Vice President Finance,
Secretary and Director
Richard S. Lane.............................. 60 Director
The Following information summarizes the business experience during, at
least, the past five years of each Director:
Patrick Tiraboschi, President, following formal studies in Nice
(France), spent several years in the United States in various Foreign Exchange
operations, where he acquired the insight and the know-how of this industry. In
1989, Mr. Tiraboschi created SCAN S.A.R.L. in Sophia Antipolls, Valbonne,
France, with the specific purpose of creating an Automatic Currency Exchange
Machine that would rival or exceed the functionality of the widely known
Automatic Teller Machines. SCANMAD S.A.R.L. has become an unqualified success in
recent years, having already installed hundreds of machines throughout Europe.
Reinhardt Stille, Vice President Finance and Secretary, is a Canadian
Certified General Accountant who articled with Price Waterhouse in Montreal and
spent five years in an executive position with one of Canada' s largest
conglomerates. After a twenty-year career as an institutional stockbroker with
Dean Witter Reynolds (Canada) Inc. and predecessor companies, Mr. Stille moved
to Monaco in 1991 to pursue private interests in the areas of venture-capital,
start-up companies and mergers with public companies.
Richard S. Lane, Director, is an attorney-at-law, duly admitted to
practice in the State of New York where he has maintained an active practice in
the area of corporate and securities law for more than twenty years.
ITEM 6. EXECUTIVE COMPENSATION
No salaries were paid by Registrant during its fiscal year ended
December 31, 1996. It is anticipated that commencing January 1, 1997 and through
the fiscal year ended December 31, 1997. none of the officers or directors of
the Registrant will receive cash and cash equivalent remuneration in excess of
$60,000. No employees of the Registrant has a written employment contract with
the
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Registrant with the exception of Nicholas Alexander, Registrant's General
Operations Manager Item 1. Business - General).
AB of the officers and directors are reimbursed for out-of-pocket expenses
incurred, in connection with the Registrant's business. So long as the expenses
are incurred in connection with the Registrant's business are reasonable in
amount and accounted for to the satisfaction of the Board of Directors, there is
no set limitation on the amount of expenses which may be incurred.
At the present time, the Registrant has no retirement, pension, profit
sharing, stock option plan or other similar programs for the benefit of its
employees. There are currently no outstanding options, warrants or rights
granted to any director or officer of the Registrant.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as reported elsewhere herein, there are no transactions with
management nor business relationships or transactions with promoters which are
required to be reported under this items There is no indebtedness owed by
management to the Registrant.
ITEM 8. LEGAL PROCEEDINGS
The Registrant is not a part to any material pending lawsuits. No lawsuits
have been threatened and to the best of its knowledge, none are contemplated. No
such proceedings are known by the Registrant to be contemplated by any
governmental authority.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED-STOCKHOLDERS MATTERS
As of the date hereof, the Registrant's common stock has not been listed
for trading in the pink sheets" in the over-the-counter marked or on the NQB
Bulletin Board as the Registrant has not yet selected an initial market maker.
There are approximately 720 shareholders of record of the Common Stock
of the Registrant as of December 31, 1996.
There have been no dividends paid or declared during the existence of
the Registrant and the Registrant believes there will be no dividends paid
during the foreseeable future. The Board of Directors of the Registrant
presently plans to retain the Registrant's earnings to finance the development
and expansion of the Registrant's operations. Future dividend policy is subject
to the discretion of the Board of Directors and will depend on a number of
factors, including future earnings, capital requirements and the financial
condition of the Registrant.
9
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The Registrant has outstanding 20,000,000 shares of Common Stock, 690,000
of which will be subject to resale under Rule 144 upon effectiveness of this
Registration Statement on Form 10. Of the 20,000,000 shares held by existing
shareholders, 1,195,000 shares are held by "affiliates" of the Registrant and
882,108 shares are held by non-affiliates who have held same in excess of years.
In general, under Rule 144, shareholders, including affiliates. who have
beneficially owned shares for at least two years will be entitled to sell within
any three-month period a number of shares that does not exceed the greater of
one percent of the Common Stock then outstanding or the average weekly trading
volume in the over-the-counter marked during the four calendar weeks preceding
the sale. A person owning restricted shares of an "affiliate" of the Registrant
and who has beneficially owned his shares for at least three years would be
entitled to sell such shares under Rule 144 without regard to the volume
limitations.
Although the Registrant is unable to predict when or to what extent any
such securities will be sold through Rule 144 or otherwise, the public sale of
large blocks of the Registrant's Common Stock could have a significant impact
upon the market price of the Common Stock and upon the Registrant's ability to
sell publicly, additional securities.
ITEM 10. RECENT SALES OF THE UNREGISTERED SECURITIES
The following sets forth recent sales through December 31, 1996:
1. In August 1996, Registrant sold 6,567.892 shares of its Common Stock
at par value to Patrick Tiraboschi in recognition for his efforts in causing his
controlled company, SCANMAD S.A.R.L., to enter into a license agreement with
Registrant and for entering into a licensing agreement between himself and
Registrant (see Exhibits I0. I and 10.2 herein).
2. In August 1996, Registrant sold 3,200,000 shares of its Common Stock at
$0.10 per share to Reinhardt Stille for an aggregate amount of $320,000.00 to
provide initial working capital.
3. In September 1996, Registrant sold 2.350,000 shares of its Common Stock
pursuant to Regulation S for $0.20 per share, for an aggregate amount of
$470,000.00 to Island and Coastal Minerals (Sierra Leone) Limited, a British
Virgin Islands corporation.
4. In September 1996, Registrant sold 850.000 shares of its Common Stock
pursuant to Regulation S for $0.20 per share, for an aggregate amount of
$I70,000,00 to Panares Resources, Inc., a Panamanian corporation.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant is authorized to issue 50,000,000 shares of Common Stock,
$.OO1 par value,, of which 20,000,000 shares are currently outstanding. Holders
of the Common Stock are entitled to one vote per share on matters to be voted
upon by the stockholders, to receive dividends when and if declared by the Board
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of Directors of the Registrant, and to share ratably in the assets of the
Registrant legally available for distribution to stockholders in the event of
liquidation or dissolution. The Common Stock has no preemptive rights and no
subscription, redemption or conversion privileges. The Common Stock does not
have cumulative voting rights, which means the holders or more than one-half of
the shares voting for the election of directors can elect all of the directors.
of the outstanding shares of Common Stock are fully paid and not liable for
further can or assessment. There are no outstanding warrants or options for the
purchase of any shares of the Registrant's Common Stock.
Olde Monmouth Stock Transfer Company, Inc. at 77 Memorial Parkway, Suite
101, Atlantic Highlands, New Jersey 07716 is the registrar and transfer agent
for its Common Stock.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation contains the following
provision with respect to indemnification of officers and directors: "Directors
of the Corporation shall not be liable to either the Corporation or its
stockholders for monetary damages for breach of fiduciary duty -unless the
breach involves (i) the Director's duty of loyalty to the Corporation or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law-, (iii) liability for
unlawful payment of dividends or unlawful stock purchases or redemptions by the
Corporation-, or (iv) a transfer from which the Director derived an improper
personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is. therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suite or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent.
submit to a court of Appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data for the Registrant are
set forth following Item 15 hereof.
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ITEM 14. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Registrant has no disagreements with any accountants on accounting
and financial disclosures to report under this item; nor has it ever had any
disagreements.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements and Supplementary Data
The following financial statements are presented for the Registrant for the
ten month period from inception to Dec. 31, 1995 and for the year ended December
31, 1996 and for the two months ended August 31, 1996:
Page
----
Auditor's Report ......................................................... F-1
Balance Sheet............................................................. F-2
Statement of Operations................................................... F-3
Statement of Changes in Shareholders' Equity.............................. F-4
Statement of Cash Flow ................................................... F-5
Notes to Financial Statements............................................. F-6
Auditor's Report ......................................................... F-9
Balance Sheet............................................................. F-10
Statement of Changes in Shareholders' Equity.............................. F-11
Notes to Financial Statements............................................. F-12
12
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS - (cont'd)
(b) Exhibits
Exhibit No. Description
- - ----------- -----------
2 Purchase Agreement between Reinhardt Stille And the principal
shareholders of Slide Panel Corp.
3.1 Certificate of Incorporation and By-Laws.
3.2 Amended Certificate of Incorporation.
4. Specimen Stock Certificate
10.1 Supply Agreement between Registrant and SCANMAD S.A.R.L.
10.2 License Agreement between Registrant and Patrick Tiraboschi.
10.3 Form of agreement between Registrant and hotels.
10.4 French Trademark Registration for SCANMAD S.A.R.L. name and logo.
10.5 Application for U.S. Trademark for SCANMAD S.A.R.L. name and logo.
11 See Financial Statement - Item 15(a) filed herewith.
13
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
SELF CHANGE CORPORATION
----------------------------
(Registrant)
Date: January 13, 1997 By:/s/ Patrick Tiraboschi
----------------------------
PATRICK TIRABOSCHI, PRESIDENT
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SELF CHANGE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
PAGE
Independent Auditor's Report ............................................... 1
Balance Sheets ............................................................. 2
Statements of Operations and Accumulated Deficit ........................... 3
Statements of Stockholders' Equity ......................................... 4
Statements of Cash Flows ................................................... 5
Notes to Financial Statements .............................................. 6-8
J.T. SHULMAN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
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J.T. SHULMAN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
ONE OLD COUNTRY ROAD 2020 PICO BOULEVARD
CARLE PLACE, NEW YORK 11514 SANTA MONICA, CALIFORNIA 90405
TEL: (516) 877-5900 TEL: (213) 450-2868
FAX: (516) 877-5958 FAX: (213) 450-6787
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Self Change Corporation
New York, New York
We have audited the balance sheet of Self Change Corporation (a development
stage company) as of December 31, 1996, and the related statements of
operations, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Self Change Corporation as of December
31, 1995 and for the period from inception, (February 28, 1995) to December 31,
1995 were audited by other auditors, whose report dated July 1, 1996, expressed
an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Self Change Corporation as of
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
Carle Place, New York /s/ J.T. Shulman & Company, P.C.
February 12, 1997 ----------------------------
J.T. Shulman & Company, P.C.
F-1
<PAGE>
SELF CHANGE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
ASSETS
1996 1995
CURRENT ASSETS:
Cash ............................................... $301,217 $ --
Prepaid expenses ................................... 1,388 --
-------- ---------
TOTAL CURRENT ASSETS ....................... 302,605 --
-------- ---------
PROPERTY AND EQUIPMENT (Notes 1, 2 and 6) .......... 610,517 --
-------- ---------
OTHER ASSETS:
Intangible assets at amortized
cost (Notes I and 3) ....................... 7,013 7,132
Security deposits .................................. 5,795 --
-------- ---------
TOTAL OTHER ASSETS ......................... 12,808 7,132
-------- ---------
TOTAL ASSETS ............................... $925,930 $ 7,132
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses ............. $ 41,387 $ 100
Loans and exchanges ............................... 152 --
Loans from officers (Note 4) ...................... 36,596 --
-------- ---------
TOTAL LIABILITIES ......................... 78,135 100
-------- ---------
COMMITMENTS (Note 5) .............................. -- --
STOCKHOLDERS' EQUITY:
Capital stock (Note 3) ............................ $ 20,000 $ 7,032
Additional paid-in capital ........................ 948,299 --
Deficit accumulated during the
development stage ......................... (120,504) --
-------- ---------
TOTAL STOCKHOLDERS' EQUITY ................ 847,795 7,032
-------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY .................................... $ 925,930 $ 7,132
======== =========
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
J.T. SHULMAN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
SELF CHANGE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION
(FEBRUARY 28, 1995) TO DECEMBER 31, 1995,
AND FOR THE YEAR ENDED DECEMBER 31, 1996
1996 1995
------------ --------
REVENUES ........................................ $ 2,620 $ --
COST OF SERVICES PROVIDED ....................... 51107 --
------------ --------
GROSS LOSS ...................................... (2,487) --
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES ................................ (118,017)
------------ --------
NET LOSS ........................................ $ (120,504) $
------------ --------
NET LOSS PER COMMON SHARE (Note 7) .............. $(.011) $
=========== ========
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
SELF CHANGE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (FEBRUARY 28, 1995) To
DECEMBER 31, 1995 AND FOR THE YEAR ENDED DECEMBER 31, 1996
Additional
Number Par Common Paid-in Accumulated Stockholders'
of Shares Value Stock Capital Deficit Equity
--------- ----- ----- ------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance - February 28, 1995 .... -- -- -- -- -- --
Common stock issued on
March 1, 1995 .......... 7,032,100 -- 7,032 -- -- $ 7,032
---------- ----- ------- -------- --------- ---------
Balance - December 31, 1995 .... 7,032,108 7,032 7,032
Common stock issued
on August 14, 1996 ..... 1,467,892 .001 1,468 -- -- 1,468
Common stock issued
on August 27, 1996 ..... 5,100,000 .00 5,100 -- -- 5,100
Common stock issued
on August 28, 1996 ..... 3,200,000 .00 3,200 316,800 -- 320,000
Costs associated to ............ the
issuance of common stock -- -- -- (5,301) -- (5,301)
Common stock issued
on September 18, 1996 .. 2,350,000 .00 2,350 467,650 -- 470,000
Common stock issued
on September 25, 1996 .. 850,000 .001 850 169,150 -- 170,000
Net loss ....................... -- -- -- -- (120,504) (120,504)
---------- ----- ------- -------- --------- ---------
Balance - December 31, 1996 .... 20,000,000 $.001 $20,000 $948,299 $(120,504) $ 847,795
========== ===== ======= ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
J.T. SHULMAN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
SELF CHANGE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (FEBRUARY 28, 19951 TO
DECEMBER 31, 1995 AND FOR THE YEAR ENDED DECEMBER 31, 1996
1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ......................................... $(120,504) $ --
Adjustments to reconcile net loss to net
cash required by operating activities:
Depreciation and amortization ............ 2,541 --
(Increase) decrease in:
Prepaid expenses ......................... (1,388) --
Security deposits ........................ (5,795) --
Increase (decrease) in:
Accounts payable ......................... 41,287 --
Loan and exchanges ....................... 152 --
--------- -------
NET CASH REQUIRED BY OPERATING
ACTIVITIES ............................... (83,707) --
--------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment ............ (612,939) --
--------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of loan from officers ................... 36,877 --
Proceeds from issuing common stock (net of
stock issue costs of $5,301) ............. 961,267 --
Debt reduction:
Loan from officer ........................ (281) --
--------- -------
NET CASH PROVIDED BY FINANCING
ACTIVITIES ............................... 997,863 --
--------- -------
NET INCREASE IN CASH ............................. 301,217 --
CASH - BEGINNING ................................. -- --
--------- -------
CASH - ENDING .................................... $ 301,217 $ --
========= =======
Non Cash Financing Transaction:
On March 1, 1995 7,032,108 shares of common stock with a total par and fair
market value of $7,032 were issued in exchange for payments of certain legal and
formation expenses and the contribution to the Company of certain securities.
(Note 3)
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
J.T. SHULMAN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
SELF CHANGE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A) ORGANIZATION AND--HISTORY
Self Change Corporation (the Company) was incorporated under the name of Slide
Panel Corp. in the State of Delaware on February 28, 1995. Slide Panel Corp. was
inactive until June of 1996 at which time controlling interest in the Company
changed. In August, 1996, the Company changed its name to Self Change
Corporation, which is reflective of its new business operations, the exchange of
foreign currency through the use of automated machines. These machines are
acquired from a foreign related entity owned by the majority stockholder and the
trademark is licensed (See Note 5) from the majority stockholder of the Company.
The machines are placed in lobbies of hotels catering to international travelers
within the state of New York, and anticipated to be placed in New Jersey and
Florida. Operating profits are derived from the fees associated to each currency
exchange transaction processed.
B) DEVELOPMENT STAGE
The Company was inactive from inception to June 1996. The Company has been in
the development stage of its formation since June 1996 and did not realize
initial revenues until December, 1996.
C) PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation of equipment, furniture
and fixtures is provided for over the three to seven year estimated useful lives
of the assets on the straight-line method.
D) ORGANIZATIONAL EXPENSES
The organizational expenses, which have been incurred in the formation of the
Corporation are being amortized over a period of sixty months commencing with
the month of December, 1996, the first month of business operations.
E) USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the report period. Actual
results could differ from those estimates.
F) INCOME TAXES
Income taxes are calculated using the liability method specified by Statement of
Financial Accounting Standards No. 109 "Accounting for income Taxes."
F-6
<PAGE>
J.T. SHULMAN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
SELF CHANGE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1295
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Furniture and fixtures ................................... $ 4,141
Equipment ................................................ 608,798
---------
612,939
Less: accumulated depreciation ........................... (2,422)
---------
Net book value............................................ $ 610,517
=========
Depreciation expense for the year ending December 31, 1996 was $2,422.
NOTE 3 - CAPITAL STOCK
In August, 1996, the Company increased the authorized number of shares of $.001
par value Common Stock to 50,000,000, with 20,000,000 shares issued and
outstanding. The initial 7,032,108 shares of $.001 par value common stock were
issued to the stockholders of record on March 2, 1995 at a value of $7,032, in
exchange for funding certain legal and formation expenses and the contribution
to the Company of certain securities. The securities acquired in this manner
were deemed to have no ascertainable fair value and were distributed on June 14,
1996 to the benefit of stockholders in consideration for the funding of certain
legal and other expenses.
NOTE 4 - LOANS FROM OFFICERS
Loans from officers are unsecured, non interest bearing and payable on demand.
NOTE 5 - COMMITMENTS
The corporation has entered into a lease for the premises at 100 Park Avenue,
New York, New York which commenced October 1, 1996 and provides for a base
monthly rent of $1,990 until the expiration of the lease on September 30, 1997.
The corporation has entered into various leases at hotels in New York for
currency exchange machines. These lease commitments extend in length from three
months to two years. Rent expense for the year ended December 31, 1996 was
$15,220. As of December 31, 1996, approximate future minimum rental payments
under the lease agreement are as follows:
Year Ending
December 31,
------------
1997.................. $ 37,319
1998.................. 7,700
--------
Total................. $ 45,010
F-7
<PAGE>
J.T. SHULMAN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
SELF CHANGE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE - 6 RELATED PARTY TRANSACTIONS
on September 2, 1996, the Company entered into a Supply Agreement for all of its
Automated Foreign Currency Exchange Machines with SCANMAD S.A.R.L., a French
corporation, wholly owned by the majority stockholder of the Company. The
contract provides for a minimum order of $531,800 for which payment has been
completed. The use of the equipment is subject to both a one year non-exclusive
Software Licensing and Confidentiality Agreement and a Trademark Licensing
Agreement. The contract provides territorial rights for installation of the
machines in hotel lobbies in the states of New York, New Jersey and Florida, and
is automatically renewed annually unless canceled by either party, and is
further subject to such other terms and conditions as are specified in the
contract.
On September 2, 1996, the Company entered into a non-exclusive and
nontransferable License Agreement with the majority stockholder of the Company,
who is the owner of the trademark and logo "Self Change Corporation". This
trademark and logo is to be used by the Company in the promotion and advertising
of its services in the permitted territory. The contract provides for the
payment of a royalty fee to the licensor of 1% on gross fees earned from the
operation of the machines in the territory (this fee is waived for the initial
year of the contract) , is automatically renewed annually unless canceled by
either party, and is further subject to such other terms and conditions as are
specified in the contract.
NOTE 7 - LOSS PER COMMON SHARE
Loss per common share is based on the weighted average number of shares
outstanding of 11,343,031 in 1996.
NOTE 8 - UNUSED OPERATING LOSS CARRYFORWARDS
The Company has available at December 31, 1996, $120,551 of unused operating
loss carry forwards that may be applied against future taxable income and that
expire in the year 2011.
No tax benefit has been reported in the 1996 financial statements, however,
because the Company believes there is at least a 50% chance that the
carryforward will expire unused. Accordingly, the tax benefit arising from the
loss carryforward in the amount of $120,551 has been offset by a valuation
allowance of the same amount.
NOTE 9 - CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of checking account balances, which from time to
time may exceed the Federal Deposit Insurance Corporation's limit of $100,000.
<PAGE>
F-8
J.T. SHULMAN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
and Stockholders
Slide Panel Corp.
Rochester, New York
We have audited the accompanying balance sheet of Slide Panel Corp. (a
Delaware Corporation) as of July 1, 1 996, and the related statement of
stockholders' equity for the period February 28, 1 995 (date of inception) to
July 1, 1996. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet and statement of
stockholders' equity are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the balance sheet and statement of
stockholders' equity. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the balance sheet and statement of stockholders' equity
present fairly, in all material respects, the financial position of Slide Panel
Corp. as of July 1, 1996, in conformity with generally accepted accounting
principles.
/s/ Rotenberg & Company, LLP
- - -----------------------------
Rotenberg & Company, LLP
Rochester, New York
July 1, 1996
F - 9
<PAGE>
SLIDE PANEL CORP.
(A Delaware Corporation)
Rochester, New York
BALANCE SHEET AT JULY 1, 1996
ASSETS
Cash and Cash Equivalents ................................... $ --
Accounts Receivable ......................................... --
Marketable Securities ....................................... --
Inventory ................................................... --
Organizational Expense ...................................... 7,032
Start-Up Costs .............................................. 100
-----
Total Assets ........................................ $7,132
======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable $ ................................... --
Accrued Expense ...................................... --
Customer Deposits and Advances ....................... --
Delaware Franchise Taxes Payable and Accrued ......... 100
-----
Total Liabilities .................................... $ 100
-----
Stockholders' Equity
Common Stock: $.001 Par; 20,000,000 Shares Authorized,
7,032,108 Shares Issued and Outstanding .............. 7,032
Additional Paid In Capital ........................... --
Retained Earnings .................................... --
-----
Total Stockholders' Equity ........................... $7,032
-----
Total Liabilities and Stockholders' Equity ........... $7,132
======
The accompanying notes are an integral part of this financial statement
and should be read in conjunction therewith.
F - 10
<PAGE>
<TABLE>
<CAPTION>
SLIDE PANEL CORP.
(A Delaware Corporation)
Rochester, New York
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD
FEBRUARY 28, 1995 (DATE OF INCEPTION) TO JULY 1, 1996
Additional
Number Par Common Paid In Retained Stockholders'
of Shares Value Stock Capital Earnings Equity
--------- ----- ----- ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Balance - February 28, 1995 ........ -- $ -- $ -- $ -- $ -- $ --
Common Stock Issued on March 2, 1995 7,032,108 .00 7,032 -- -- 7,032
Net income for the Period
February 28, 1995 to July 1, 1996 -- -- -- -- -- --
Distribution - June 14, 1996 ....... -- -- -- -- -- --
--------- ------- ------- ------ ------- ---------
Balance - July 1, 1996 ............. 7,032,108 $ .001 $ 7,032 $ -- $ -- $ 7,032
========= ======= ======= ====== ======= =========
</TABLE>
The accompanying notes are an integral part of this financial statement
and should be read in conjunction therewith.
F-11
<PAGE>
SLIDE PANEL CORP.
(A Delaware Corporation)
Rochester, New York
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies
Method of Accounting
The corporation maintains its books and prepares its financial statements on the
accrual basis of accounting.
Note B - Scope of Business
The corporation was formed on February 28, 1 995 under the laws of the State of
Delaware. The corporation has been inactive since its formation and has never
conducted any business.
Note C - Organizational Expenses
Organizational expenses represent management, consulting, legal, accounting, and
filing fees, incurred to date in the formation of the corporation.
Note D - Delaware State Franchise Taxes Payable and Accrued
All corporations formed under Delaware state law, whether active or inactive,
are subject to annual minimum Delaware State franchise taxes and filing fees.
The corporation has provided for these costs for the period February 28, 1 995
through July 1 , 996 and are included in start-up costs.
Note E - Issuance of Common Stock
On March 2, 1 995, the corporation issued 7,032,1 08 shares of its common stock
to Slide Holding Company (the former stockholders of Centracor Systems
Corporation) in exchange for all of its assets for and in consideration of Slide
Holding Company funding certain legal and other expenses of the corporation.
A summary of the assigned fair value of the assets received in exchange for the
corporation's common stock follows:
Various Stock Securities ..................................... $ --
Organization Expenses of Forming,
the Corporation (See Note C) ............................... 7,032
-------
Total ........................................................ $ 7 032
=======
Note F - Distribution to Stockholders
On June 14, 1996, the corporation transferred all of its tangible assets (stock
securities) to Sandy Holding Company for the benefit of stockholders of record
as of June 30, 1995 for and in consideration of Sandy Holding Company funding
certain legal and other expenses of the corporation. Said stock securities had
no carrying value on the corporate books and had no ascertainable fair value at
the date of the distribution.
F - 12
<PAGE>
EXHIBIT 2
<PAGE>
AGREEMENT FOR THE PURCHASE OF COMMON STOCK
AGREEMENT, made this June 12, 1996, by and between the undersigned
Shareholders of SLIDE PANEL CORP. ("SLIDE") and Reinhardt Stille or Assigns
("STILLE") is for the purpose of setting forth the terms and conditions upon
which the Shareholders will sell to STILLE shares of SLIDE's common stock.
The information contained in the outline pages preceeding this Agreement is
part of and intended to be merged into and made a part of this Agreement.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
SALE OF SECURITIES
Subject to the terms and conditions of this Agreement, the Shareholders
agree to sell, and STILLE agrees to purchase, 6,150,000 shares of the common
stock of SLIDE for $30,000.00. The shares to be sold by each Shareholder and the
consideration to be received by each Shareholders is reflected in the following
table:
Shares Consideration
Shareholder to be sold to be received
- - ----------- ---------- --------------
Livingston Realty ..................... 1,279,944 $ 6,135.00
Morris Diamond ........................ 1,100,000 5,390.00
Shirley Diamond 1,200,000 ............. 5,880.00
Tramdot Development Corp. ............. 1,018,314 4,990.00
Southward Investments ................. 861,742 4,223.00
Rose Merzel ........................... 345,000 1,691.00
Martin Osber .......................... 345,000 1,691.00
Totals ........................ 6,150,000 $ 30,000.00
Upon the execution of this Agreement, STILLE has tendered a check in the
amount of $3,500 to the Shareholders. This amount will be applied as an
irrevocable performance deposit and will be applied at closing towards the
payment of the shares described above.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Shareholders, jointly and severally, represent and warrant to STILLE
the following:
2.01 Organization. SLIDE is a corporation duly organized, validly existing,
and in good standing under the laws of Delaware, has all necessary corporate
powers to own properties and carry on a business, and is duly qualified to do
business and is in good standing in Delaware. All actions taken by the
Incorporators, Directors and/or shareholders of SLIDE have been valid and in
accordance with the laws of the State of Delaware.
3
<PAGE>
2.02 Capital. The authorized capital stock of SLIDE consists of 20,000,000
shares of common stock, $0.001 par value, of which 7,032,108 shares are issued
and outstanding. All outstanding shares are fully paid and non assessable, free
of liens, encumbrances, options, restrictions and legal or equitable rights of
others not a party to this Agreement. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating SLIDE to issue or to transfer from treasury
any additional shares of its capital stock. None of the outstanding shares of
SLIDE are subject to any stock restriction agreements. There are approximately
715 bonafide shareholders of SLIDE. All of such shareholders have valid title to
such shares and acquired their shares in a lawful transaction and in accordance
with Delaware corporate law. At least 80% of such shareholders each own at least
100 shares of SLIDE's common stock.
2.03 Financial Statements. Exhibit A to this Agreement includes the balance
sheets of SLIDE as of December 31, 1995, and the related statements of income
and retained earnings for the period then ended. The financial statements have
been prepared in accordance with generally accepted accounting principles
consistently followed by SLIDE throughout the periods indicated, and fairly
present the financial position of SLIDE as of the date of the balance sheet
included in the financial statements, and the results of its operations for the
periods indicated.
2.04 Absence of Changes. Since December 31, 1995, there has not been any
change in the financial condition or operations of SLIDE, except changes in the
ordinary course of business, which changes have not in the aggregate been
materially adverse.
2.05 Liabilities. SLIDE did not as of December 31, 1995 have any debt,
liability, or obligation of any nature, whether accrued, absolute, contingent,
or otherwise, and whether due or to become due, that is not reflected in SLIDE's
balance sheet as of December 31, 1995. The Shareholders are not aware of any
pending, threatened or asserted claims, lawsuits or contingencies involving
SLIDE or its common stock. There is no dispute of any kind between SLIDE and any
third party, and no such dispute will exist at the closing of this Agreement. At
closing, SLIDE will be free from any and all liabilities, liens, claims and/or
commitments.
2.06 Tax Returns. Within the times and in the manner prescribed by law,
SLIDE has filed all federal, state, and local tax returns required by law and
has paid all taxes, assessments, and penalties due and payable. No federal
4
<PAGE>
income tax returns of SLIDE have been audited by the Internal Revenue Service.
The provision for taxes, if any, reflected in SLIDE's balance sheet as of
December 31, 1995, is adequate for any and all federal, state, county, and local
taxes for the period ending on the date of that balance sheet and for all prior
periods, whether or not disputed. There are no present disputes as to taxes of
any nature payable by SLIDE.
2.07 Ability to Carry Out Obligations. The Shareholders have the right,
power, and authority to enter into, and perform their obligations under this
Agreement. The execution and delivery of this Agreement by the Shareholders and
the performance by the Shareholders of their obligations hereunder will not
cause, constitute, or conflict with or result in (a) any breach or violation or
any of the provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which SLIDE or the Shareholders are a party, or by
which they may be bound, nor will any consents or authorizations of any party
other than those hereto be required, (b) an event that would cause SLIDE to be
liable to any party, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of SLIDE or upon the
securities of SLIDE to be acquired by STILLE.
2.08 Full Disclosure. None of representations and warranties made by the
Shareholders, or in any certificate or memorandum furnished or to be furnished
by the Shareholders, or on their behalf, contains or will contain any untrue
statement of a material fact, or omit any material fact the omission of which
would be misleading.
2.09 Contracts and Leases. SLIDE does not and has never carried on any
business. SLIDE is not a party to any contract, agreement or lease. No person
holds a power of attorney from SLIDE.
2.10 Compliance with Laws. SLIDE has complied with, and is not in violation
of any federal, state, or local statute, law, and/or regulation pertaining to
SLIDE. SLIDE has complied with all federal and state securities laws in
connection with the offer, sale and distribution of its securities. At the time
SLIDE filed its Form D with the Securities and Exchange Commission, SLIDE was
entitled to use the exemption provided by Section 504 of the Securities and
Exchange Commission relative to the distribution of its shares or any other
transaction described in such Form D.
2.11 Litigation. SLIDE is not (and has not been) a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the Shareholders, there is
no basis for any such action or proceeding and no such action or proceeding is
threatened against SLIDE. SLIDE is not subject to or in default with respect to
any order, writ, injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.
5
<PAGE>
2.12 Conduct of Business. Prior to the closing, SLIDE shall conduct its
business in the normal course, and shall not (without the prior written approval
of STILLE) (i) sell, pledge, or assign any assets (ii) amend its Articles of
Incorporation or Bylaws, (iii) declare dividends, redeem or sell stock or other
securities, (iv) incur any liabilities, (v) acquire or dispose of any assets,
enter into any contract, guarantee obligations of any third party, or (vi) enter
into any other transaction.
2.13 Corporate Documents. Copies of each of the following documents, which
are true, complete and correct in all material respects, will be attached to and
made a part of this Agreement:
(i) Articles of Incorporation;
(ii) Bylaws;
(iii) Minutes of Shareholders Meetings;
(iv) Minutes of Directors Meetings;
(v) An Opinion Letter from our attorney attesting to the validity and
condition of the Corporation
(vi) List of Officers and Directors;
(vii) List of Shareholders;
(viii) Copy of Form D filed with Securities and Exchange Commission;
(ix) Balance Sheet as of December 31, 1995, together with other financial
statements described in Section 2.03;
(x) Secretary of State Filing Receipt;
(xi) Copies of all federal and state income tax returns of SLIDE;
(xii) Stock register and stock certificate records of SLIDE and a current,
accurate list of SLIDE shareholders;
(xiii) A copy of Form M-11 filed with the State of New York;
2.14 Closing Documents. All minutes, consents or other documents pertaining
to SLIDE to be delivered at closing shall be valid and in accordance with the
laws of Delaware.
6
<PAGE>
2.15 Title. The Shareholders have good and marketable title to all of the
securities to be sold to STILLE pursuant to this Agreement. The securities to be
sold to STILLE will be, at closing, free and clear of all liens, security
interests, pledges, charges, claims, encumbrances and restrictions of any kind.
None of such Shares are or will be subject to any voting trust or agreement. No
person holds or has the right to receive any proxy or similar instrument with
respect to such shares. Except as provided in this Agreement, the Shareholders
are not parties to any agreement which offers or grants to any person the right
to purchase or acquire any of the securities to be sold to STILLE. There is no
applicable local, state or federal law, rule, regulation, or decree which would,
as a result of the purchase of the Shares by STILLE, impair, restrict or delay
STILLE's voting rights with respect to the Shares.
ARTICLE III
INVESTMENT INTENT
STILLE agrees that the securities being acquired pursuant to this Agreement
may be sold, pledged, assigned, hypothecated or otherwise transferred, with or
without consideration ("Transfer") only pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration under the
Act, the availability of which is to be established to the satisfaction of
SLIDE.
ARTICLE IV
CLOSING
The closing of this transaction will occur when all of the documents and/or
consideration described below have been delivered. Unless the closing of this
transaction takes place on or before July 31, 1996, then either party may
terminate this Agreement. If this Agreement is terminated due to the failure of
the Shareholders to provide the documents specified below, then all
consideration paid by STILLE shall be returned to STILLE. If this Agreement is
terminated by the Shareholders due to the failure of STILLE to provide the
consideration specified below, then all amounts previously paid by STILLE will
be forfeited to the Shareholders and STILLE will have no further liability to
the Shareholders. As part of the closing, the following documents, in form
reasonably acceptable to counsel to the parties, shall be delivered:
By the Shareholders:
A. A certificate or certificates for 6,150,000 shares of SLIDE's common
stock, registered in the name of STILLE or Assigns.
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C. The resignation of all officers of SLIDE.
D. A Board of Directors resolution appointing STILLE as a director of
SLIDE.
E. The resignation of all the directors of SLIDE, except STILLE, dated
subsequent to the resolution described in D. above.
F. Certified Audited financial statements of SLIDE, which shall include a
balance sheet dated as of June 31, 1996 and statements of operations,
stockholders' equity and cash flows for the twelve month period then ended.
The financial statements of SLIDE shall be covered by a report of a
certified public accountant. The accountant's report shall state that the
accountant conducted his audit in accordance with generally accepted auditing
standards, that his audit provided a reasonable basis for his opinion, and that
in his opinion, the financial statements covered by the report present fairly,
in all material respects, the financial position of SLIDE as of June 31, 1996,
and the results of its operations and its cash flows for the twelve months ended
June 31, 1996, in conformity with generally accepted accounting principles. Such
report will not be qualified or limited in any respect.
The accountant reporting on such financial statements will submit proof to
STILLE, on or before closing, that the accountant has a standard professional
liability policy (which provides coverage for the audit report on SLIDE's
financial statements) with policy limits of at least $1,000,000 for each
occurrence or claim.
G. All of the business and corporate records of SLIDE, including but not
limited to correspondence files, bank statements, checkbooks, savings account
books, minutes of shareholder and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and contracts.
H. Such other minutes of STILLE's shareholders or directors as may
reasonably be required by STILLE.
By STILLE:
A. A check in the amount of $26,500.00, representing the balance of the
payment due for the 6,150,000 shares of SLIDE's common stock.
ARTICLE V
REMEDIES
5.01 Arbitration. Any controversy or claim arising out of, or relating to,
this Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in Rochester, New York in accordance with the Rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
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5.02 Termination. In addition to any other remedies, STILLE may on or
before the closing date terminate this Agreement, without liability except the
loss of the non-refundable deposit or down payment.
(i) If any bonafide action or proceeding shall be pending against the
Shareholders or SLIDE on the closing date that could result in an unfavorable
judgment, decree, or order that would prevent or make unlawful the carrying out
of this Agreement or if any agency of the federal or of any state government
shall have objected at or before the closing date to the acquisition of SLIDE's
securities by STILLE or to any other action required by or in connection with
this Agreement;
(ii) If at the Closing SLIDE and/or the Shareholders failed to do all
things required to be completed pursuant to the terms of this agreement
5.03 Indemnification. The Shareholders, jointly and severally agree to
indemnify STILLE against all actual losses, damages and expenses caused by (i)
any material breach of this Agreement or any material misrepresentation of the
Shareholders contained herein or (ii) any misstatement of a material fact or
omission to state a material fact required to be stated herein or necessary to
make the statements herein not misleading.
ARTICLE VI
MISCELLANEOUS
6.01 Captions and Headings. The Article and paragraph headings throughout
this Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
6.02 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
6.03 Non Waiver. Except as otherwise expressly provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to insist in any one or
more cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the breach
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or failure of a covenant, condition, or provision hereof shall not be deemed a
waiver of such breach or failure, and (iii) no waiver by any party of one breach
by another party shall be construed as a waiver with respect to any other or
subsequent breach.
6.04 Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
6.05 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
6.06 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signatures will
be acceptable to all parties.
6.07 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
The Shareholders:
c/o Morris Diamond
Southward Investments
2541 Monroe Ave. Suite 301 Rochester, NY 14618
STILLE
Reinhardt Stille or Assigns
7 Avenue Princesse Grace
98000 Monaco
6.08 Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
6.9 Effect of Closing, All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the closing and shall survive the closing of this Agreement.
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6.10 Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
6.11 The Buyer hereby acknowledges that with the expectation of those
certificates to be issued to Buyer (or its nominee) hereunder and those to be
retained by Sellers, no stock certificates have been issued to the other
shareholders (a list of those entitled to same having been kept in book entry
form). Buyer further acknowledges its obligation to prepare and issue
certificates to the shareholders in the names and amounts appearing on the
shareholders list to be given to Buyer at the Closing.
AGREED AND ACCEPTED as of the date first above written.
/s/ Reinhardt Stille
- - -------------------------------
Reinhardt Stille or Assigns
/s/ Morris Diamond
- - -------------------------------
Livingston Reality
Morris Diamond; President
/s/ Shirley Diamond
- - -------------------------------
Tramdot Development Corp.
Shirley Diamond: President
/s/ Morris Diamond
- - -------------------------------
Southward Investment
Morris Diamond: C.E.O.
/s/ Morris Diamond
- - -------------------------------
Morris Diamond
/s/ Shirley Diamond
- - -------------------------------
Shirley Diamond
/s/ Rose Morzel
- - -------------------------------
Rose Merzel
/s/ Martin Osber
- - ---------------------------
Martin Osber
11
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EXHIBIT 3.1
<PAGE>
CERTIFICATE OF INCORPORATION
OF
Slide Panel Corp.
FIRST: The name of this corporation is Slide Panel Corp.
SECOND: Its registered office in the state of Delaware is to be located at Three
Christina Centre, 201 N. Walnut Street, Wilmington DE 19801, New Castle County.
The registered agent in charge thereof is The Company Corporation, address "same
as above".
THIRD: The nature of the business and, the objects and purposes proposed to be
transacted, promoted and carried on, are to do any or all things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz: The purpose of the corporation is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH: The amount of the total authorized capital stock of this corporation is
divided into 20,000,000 shares of stock at .0010 par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Vanessa Foster, Three Christina Centre, 201 N. Walnut Street; Wilmington DE
19801
SIXTH: The Directors shall have power to make and to alter or amend the By-Laws;
to fix the amount to be reserved as working capital, and to authorize the cause
to be executed, mortgages and liens without limit as to the amount, upon the
property and franchise of the Corporation. With the consent in writing, and
pursuant to a vote of the holders of a majority of the capital stock issued and
outstanding, the Directors shall have the authority to dispose, in any manner,
of the whole property of this corporation. The By-Laws shall determine whether
and to what extent the accounts and books of the corporation, or any of them
shall be open to the Inspection of the stockholders; and no stockholder shall
have any right of inspecting any account, or book or document of this
Corporation, except as conferred by the law or the By-Laws, or by resolution of
the stockholders. The stockholders and directors shall have power to hold their
meetings and keep books, documents, and papers of the Corporation outside of the
State of Delaware, at such places as may be from time to time designated by the
By-Laws or by resolution of the stockholders or directors, except as otherwise
required by the laws of Delaware. It is the intention that the objects, purposes
and powers specified in the Third paragraph hereof shall, except where otherwise
specified in said paragraph, be nowise limited or restricted by reference to or
inference from the terms of any other clause or paragraph in this certificate of
incorporation, that the objects, purposes and powers specified in the Third
paragraph and in each of the clauses or paragraphs of this charter shall be
regarded as independent objects, purposes and powers.
SEVENTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation; or (4) a transaction from which the director
derived an improper personal benefit.
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of
the State of Delaware, do make, file and record this Certificate and do certify
that the facts herein are true; and I have accordingly hereunto set my hand.
DATED: February 28, 1995 /S/ Vanessa Foster
-------------------
Vanessa Foster
<PAGE>
BYLAWS OF
SLIDE PANEL CORP.
ARTICLE I--Offices
The principal office of the corporation shall be located in the State of New
York in the County of Monroe. The corporation may have such other offices,
either within or outside the state, as the Board of Directors may designate or
as the business of the corporation may require from time to time. The registered
office of the corporation may be, but need not be, identical with the principal
office, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II--Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders shall be held
at 4:00 o'clock PM. on the Third Tuesday in the month of July in each year,
beginning with the year 1995. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose, unless otherwise prescribed by statute, may be called by the president
or by the Board of Directors, and shall be called by the president at the
request of the holders of not less than one-tenth of all the outstanding shares
of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any place as
the place for any annual meeting or for any special meeting called by the Board
of Directors. A waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place as the place for such meeting. If no
designation is made, or if a special meeting shall be called otherwise than by
the Board, the place of meeting shall be the registered office of the
corporation.
Section 4. Notice of Meeting. Written or printed notice stating the place, day
and hour of the meeting, and, in case of a special meeting, the purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting, except that if the authorized capital stock is to be increased at least
thirty days notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid. If requested by the person or persons lawfully
calling such meeting, the secretary shall give notice thereof at corporate
expense.
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Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for any stated period not exceeding fifty days.
if the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days, and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of the
closing has expired.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten days prior to such meeting, this list shall be kept on file
at the principal office of the corporation and shall be subject to inspection by
any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
Section 7. Quorum. Fifty One Percent (51%) of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a quorum of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been
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transacted at the meeting as originally notified. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by law or the articles of incorporation.
Section 8. Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 9. Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote, and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
shareholders. Cumulative voting shall not be allowed.
Section 10. Voting of Shares by Certain Holders. Neither treasury shares, nor
shares of its own stock held by the corporation in a fiduciary capacity, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of Directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Shares standing in the name of another corporation may be voted by such officer,
agent or proxy as the bylaws of such corporation may prescribe or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or conservator may be voted
by him or her, either in person or by proxy, without a transfer of such shares
into his or her name. Shares standing in the name of a trustee may be voted by
him or her, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him or her without a transfer of such shares into his or her
name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his or her name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the
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name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Section 11. Informal Action by Shareholders. Any action required to be taken at
a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders.
ARTICLE III--Board of Directors
Section 1. General Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, except as otherwise provided by statute or
the articles of incorporation.
Section 2. Number, Tenure and Qualifications. The number of Directors of the
corporation shall be not less than three nor more than five, unless a lesser
number is allowed by statute. Directors shall be elected at each annual meeting
of shareholders. Each director shall hold office until the next annual meeting
of shareholders and thereafter until his or her successor shall have been
elected and qualified.
Directors need not be residents of this state or shareholders of the
corporation. Directors shall be removable in the manner provided by statute.
Section 3. Vacancies. Any director may resign at any time by giving written
notice to the president or to the secretary of the corporation. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors though not less than a quorum. A director
elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any Directorship to be filled by the affirmative vote of
a majority of the Directors then in office or by an election at an annual
meeting or at a special meeting of shareholders called for that purpose, and a
director so chosen shall hold office for the term specified in Section 2 above.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this bylaw immediately after and at the same
place as the annual meeting of shareholders. The Board of Directors may provide
by resolution the time and place for the holding of additional regular meetings
without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the president or any two Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of Directors
called by them.
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Section 6. Notice. Notice of any special meeting shall be given at least seven
days previous thereto by written notice delivered personally or mailed to each
director at his or her business address, or by notice given at least two days
previously by telegraph. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice of waiver of notice of such
meeting.
Section 7. Quorum. A majority of the number of Directors fixed by Section 2
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.
Section 8. Manner of Acting. The act of the majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.
Section 9. Compensation. By resolution of the Board of Directors, any director
may be paid any one or more of the following: expenses, if any, of attendance at
meetings; a fixed sum for attendance at each meeting; or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 10. Informal Action by Directors. Any action required or permitted to be
taken at a meeting of the Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
Directors entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
Directors.
ARTICLE IV--Officers and Agents
Section 1. General. The officers of the corporation shall be a president, one or
more vice presidents, a secretary and a treasurer. The salaries of all the
officers of the corporation shall be fixed by the Board of Directors.
One person may hold any two offices, except that no person may simultaneously
hold the offices of president and secretary.
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Section 2. Election and Term of Office. The officers of the corporation shall be
elected by the Board of Directors annually at the first meeting of the Board
held after each annual meeting of the shareholders.
Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby.
Section 4. Vacancies. A vacancy in any office, however occurring, may be filled
by the Board of Directors for the unexpired portion of the term.
Section 5. President. The president shall:
(a) subject to the direction and supervision of the Board of Directors, be the
chief executive officer of the corporation; (b) shall have general and active
control of its affairs and business and general supervision of its officers,
agents and employees; and (c) the president shall have custody of the
treasurer's bond, if any.
Section 6. Vice Presidents. The vice presidents shall:
(a) assist the president; and
(b) shall perform such duties as may be assigned to them by the president or by
the Board of Directors.
Section 7. Secretary. The secretary shall:
(a) keep the minutes of the proceedings of the shareholders and the Board of
Directors;
(b) see that all notices are duly given in accordance with the provisions of
these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and
affix the seal to all documents when authorized by the Board of Directors;
(d) keep at its registered office or principal place of business a record
containing the names and addresses of all shareholders and the number and class
of shares held by each, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar; (e) sign with the president, or a
vice president, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent; and (g) in general, perform all duties
incident to the office as secretary and such other duties as from time to time
may be assigned to him or her by the president or by the Board of Directors.
Section 8. Treasurer. The treasurer shall:
(a) be the principal financial officer Fof the corporation;
(b) perform all other duties incident to the office of the treasurer and, upon
request of the Board, shall make such reports to it as may be required at any
time;
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(c) be the principal accounting officer of the corporation; and
(d) have such other powers and perform such other duties as may be from time to
time prescribed by the Board of Directors or the president;
ARTICLE V--Stock
Section 1. Certificates. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the corporation by its
president or a vice president and the secretary, and shall be sealed with the
seal of the corporation, or with a facsimile thereof. No certificate shall be
issued until the shares represented thereby are fully paid.
Section 2. Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof, if
any) as shall be fixed from time to time by the Board of Directors. Such
consideration may consist, in whole or in part of money, other property,
tangible or intangible, or in labor or services actually performed for the
corporation, but neither promissory notes nor future services shall constitute
payment or part payment for shares.
Section 3. Transfer of Shares. Upon surrender to the corporation or to a
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall be
entered on the stock book of the corporation which shall be kept at its
principal office, or by its registrar duly appointed.
Section 4. Transfer Agents, Registrars and Paying Agents. The Board may at its
discretion appoint one or more transfer agents, registrars and agents for making
payment upon any class of stock, bond, debenture or other security of the
corporation.
ARTICLE VI--Indemnification of Officers and Directors
Each director and officer of this corporation shall be indemnified by the
corporation against all costs and expenses actually and necessarily incurred by
him or her in connection with the defense of any action, suit or proceeding in
which he or she may be involved or to which he or she may be made a party by
reason of his or her being or having been such director or officer, except in
relation to matters as to which he or she shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty.
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ARTICLE VII--Miscellaneous
Section 1. Waivers of Notice. Whenever notice is required by law, by the
articles of incorporation or by these bylaws, a waiver thereof in writing signed
by the director, shareholder or other person entitled to said notice, whether
before or after the time stated therein, or his or her appearance at such
meeting in person or (in the case of a shareholders' meeting) by proxy, shall be
equivalent to such notice.
Section 2. Seal. The corporate seal of the corporation shall be in the form
impressed on the margin hereof.
Section 3. Fiscal Year. The fiscal year of the corporation shall be as
established by the Board of Directors.
Section 4. Amendments. The Board of Directors shall have power to make, amend
and repeal the bylaws of the corporation at any regular meeting of the Board or
at any special meeting called for the purpose.
APPROVED: /s/ Morris Diamond
DATED: March 1, 1995 -----------------------------
Morris Diamond, Director
/s/ Shirley Diamond
-----------------------------
Shirley Diamond, Director
/s/ Suzaine Waxby
----------------------------
Suzaine Waxby, Director
<PAGE>
EXIBIT 3.2
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISIONS OF CORPORATIONS
FILED 09:00 AM 08/27/1996
960250103 - 2483512
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
SLIDE PANEL CORP., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of Slide Panel Corp.;
resolutions were duly adopted setting forth proposed amendments of the
Certificate of Incorporation of said corporation, declaring said amendments to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolutions setting forth the proposed amendments are
as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended said
Article shall be and read as follows:
"FIRST: The name of this corporation is SELF CHANGE CORPORATION."
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FOURTH" so that as amended said
Article shall be read as follows:
"FOURTH: The amount of the total authorized reported stock of this corporation
is divided into 50,000,000 shares of stock at $.001 par value."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting of the necessary number of shares as
required by statue were voted in favor of the amendment.
THIRD: That said amendment as duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said corporation has caused its corporate seal to be
hereunto affixed and this certificate to be signed by
RICHARD S. LANE its President and by RICHARD S. LANE, its Secretary, this 21st
day of August 1996.
/s/ Richard Lane
- - ---------------------
Richard Lane, President
/s/ Richard Lane
- - ------------------------
Richard Lane, Secretary
<PAGE>
EXHIBIT 4
<PAGE>
NUMBER SHARES
SC 0035
SELF CHANGE CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK CUSIP 81631N 10 6
THIS CERTIFIED THAT:
is owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE,
OF SELF CHANGE CORPORATION
Transferable on the books of the Corporation in person or by attorney upon
surrender of this certificate duly endorsed or assigned. This certificate and
the shares represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation and Bylaws of the Corporation, as now or
hereafter amended. This certificate is not valid until countersigned by the
Transfer Agent.
Witness the facsimile seal of the Corporation and the Facsimile signatures of
its duly authorized officers.
Dated: Countersigned:
/s/ Bill S. Lane
- - ----------------------
Bill S. Lane, Secretary
(seal)
<PAGE>
The following abbreviations, when used in the inscription on the face of the
certificate, shall be construed as though they were written out in full
according to application laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform gifts to Minors
survivorship and not as tenants in common Act
(state)
Additional abbreviations may also be used though not in the above list.
For value received, _____________________ hereby sells, assign and transfer unto
please insert social security or other identifying number of assignee
______________Shares of the stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint......................Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises. Dated______________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD
TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT
NAMED ON THIS CERTIFICATE.
THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.
<PAGE>
EXHIBIT 10.1
<PAGE>
SUPPLY AGREEMENT
This Agreement, made on the 2 day of September 1996, by and between SCANMAD
S.A.R.L., a French corporation having its principal place of business at Les
Espaces de Sophia, Multiservices M2, 80, Route des Lucioles, Sophia Antipolis
06560, Valbonne, France (Scanmad") and SELF CHANGE CORPORATION, a Delaware
corporation having its principal place of business at 100 Park Avenue, Suite
1622, New York, New York 10017 ("Self Change").
WITNESSETH:
WHEREAS, Scanmad develops, manufactures, markets, sells and distributes
automatic currency exchange machines known as SCANCHANGE LOBBY"' ACEMs (the
"Products"); and
WHEREAS, Scanmad desires to sell the Products to Self Change, and Self
Change desires to purchase the Products from Scanmad, on the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, the parties hereto agree as follows:
ARTICLE 1
Definitions
For the purposes of this Agreement, the terms set Forth below shall have
the following meanings:
"Control" shall mean, with respect to any corporation, either ownership
at the relevant time of shares of such corporation carrying more than fifty
percent 50% of the exercisable voting rights attached to all outstanding shares
of such corporation or the ownership at the relevant time of a sufficient number
of shares of such corporation so as to have sufficient votes to elect a majority
of the directors of such corporation.
"Event" shall have the meaning set forth in Article X hereof
"License Agreement" shall mean that certain Software License and Confidentiality
Agreement dated September 2, 1996 between Scanmad and Self Change, a copy of
which is attached hereto as Exhibit A.
<PAGE>
"Products" shall mean the products listed on Exhibit B hereto, as the
same may be amended from time to time, and all related spare and replacement
parts, software and manuals.
"Territory" shall mean hotels located within the States of New York, New
Jersey and Florida.
"Trademarks" shall mean the trademarks, logos and logotypes listed on
Exhibit C hereto, as the same may be amended from time to time.
ARTICLE II
Purchase - Sale - Obligations
2-1 Subject to the terms and conditions of this Agreement and performance
by the parties under The License Agreement, Scanmad agrees to sell to Self
Change, and Self Change agrees to buy from Scanmad, all of Self Change's
requirements of Products during the term of this Agreement.
2.2 Self Change agrees that it will buy its entire requirements of Products
solely from Scanmad. Self Change further agrees that during the term hereof it
will not purchase, use or otherwise deal in products or equipment which compete
with the Products.
2.3 The Products shall be manufactured by Scanmad or any contractor,
licensee, or franchisee of its choice, at Scanmad's sole discretion.
2.4 Scanmad hereby grants to Self Change the non-exclusive right and
license to use the trademarks in connection with the advertising, distribution,
sale and use of the Products in the Territory. This right and license shall be
strictly conterminous with this Agreement and incidental thereto. Self Change
agrees to use and resell the Products only under such Trademarks and not to
remove, obscure or alter, in any manner, such Trademarks or any other
identifying marks on any of the Products nor to add any trademark or logo
thereon without the prior written consent of Scanmad.
2.5 The sale and use of the Products is subject to the terms and conditions
set forth in the License Agreement.
2.6 Scanmad agrees that during the term of this Agreement, it will not
sell, distribute, or `License the Products to any party other than Self Change
within the Territory.
2.7 Self Change agrees not to, directly or indirectly, use any Products
outside the Territory or sell or supply any Products to any person, firm or
entity outside the Territory.
<PAGE>
2.8 Upon execution of this Agreement, Self Change shall order from Scanmad
the Products set forth in Exhibit D hereto. Scanmad shall accept such order
within one week following the execution of this Agreement and the sale of such
Products shall be made pursuant to the terms and conditions hereof
ARTICLE III
Forecast - Orders - Acceptance
3.1 Forecast
Every four (4) months, and for the first time on December 1, 1996, Self
Change shall send Scanmad a running forecast of the orders for the next
following four (4) months.
3.2 Orders - Acceptance
Orders for the Products shall be placed by telex or fax transmission to
Scanmad. Orders shall be accepted by Scanmad by telex or @ax to Self Change of a
proforma invoice for the Products to be sold.
ARTICLE IV
Delivery - Title - Risk of Loss
4.1 Delivery
Scanmad shall deliver the Products F.O.B. - Ex Works - Valbonne (France).
All transportation, insurance and customs clearance shall be the sole and
exclusive responsibility of Self Change, who shall alone bear the cost of the
same. Delivery dates are approximate and are based upon prompt receipt by
Scanmad of all necessary information. Scanmad shall use commercially reasonable
efforts to deliver the Products within ninety (90) days of acceptance of the
order but shall not be liable for delays in delivery. If delivery of the
Products is delayed or postponed by Self Change for any reason, Self Change
shall arrange for storage of the Products and Self Change shall assume the risk
of loss of, or damage to, such Products and shall be responsible for any charge
in connection with storage and reconditioning.
<PAGE>
4.2 Security Interest
Title to the Products sold hereunder shall remain with Scanmad until all
payments hereunder (including deferred payments whether evidenced by notes or
otherwise) shall have been made in full in cash. Scanmad shall retain a security
interest in the Products and the proceeds thereof as security for Self Change's
performance of its obligations hereunder. Self Change agrees that, at Scanmad's
request, it shall promptly execute and deliver to Scanmad financing statements
and any other documents necessary to create, perfect, preserve or enforce such
security interest.
4.3 Rick of Loss
The Products are sold F.O.B. - Ex Works - Valbonne (France), Risk of loss
shall pass to Self Change when Scanmad completes its performance with respect to
delivery of the Products.
ARTICLE V
Price - Payment - Taxes
5.1 Price
The purchase price shall be equal to the price specified on Scanmad's Price
List F.O.B. - Ex Works - VaIbonne (France) annexed hereto as Exhibit D and made
a part hereof and any revisions thereof in effect on the date Self Change sends
the purchase order. Scanmad reserve the right to change prices at any time;
provided, however, that Scanmad shall give notice of any price change to Self
Change no later than fifteen (15) days prior to the effective date of such
change.
5.2. Payment
Payment for Products shall be made as follows- (i) Fifty percent of the
aggregate purchase price of the Products ordered, upon placing the purchase
order, and (ii) payment of the balance of fifty percent (50%) upon receipt of
Scanmad's notice that the Products are ready for shipment. All payments pursuant
to this agreement shall be made by wire transfer to the bank account designated
by Scanmad from time to time.
A finance charge of one and one-half percent (1.5 %) per month (equivalent
to eighteen percent (18 %) per annum) will be charged on all past due balances.
If Self Change's financial responsibility shall become unsatisfactory to Scanmad
at any, time, Scanmad shall have the right, in addition to other rights it may
have, to require full payment in cash or satisfactory security in advance of
future deliveries or for Products theretofore delivered. In case any payment
shall not be made when due, Scanmad shall have the right, among other remedies,
to suspend further deliveries hereunder, or to alter payment terms. Approval of
credit for one or more deliveries shall not be deemed a waiver of this
provision.
<PAGE>
5.3 Taxes
Unless otherwise indicated herein, all prices are exclusive of any
applicable federal, state or local duty, sales, use, excise or other similar
taxes applicable to the manufacture, sale, use, import or export of any Products
ordered by Self Change. All such taxes shall be for Self Change's account and
shall be paid directly by Self Change to the governmental authority concerned.
If Scanmad is required by law or otherwise to pay any such duty, tax, fine,
penalty or assessment in the first instance, or as a result of Self Change's
failure to comply with any applicable laws or regulations governing the payment
of such levies by Self Change, the amount of any payments so made by Scanmad
shall be reimbursed by Self Change to Scanmad upon submission of Scanmad's
invoices therefore.
ARTICLE VI
Term - Termination
6.1 Term
The term of this Agreement, unless sooner terminated as hereafter provided,
shall be for a period of one (1) year commencing on the date hereof and
continuing until the first anniversary of the date hereof and shall then be
automatically renewed for additional, successive one-year periods until
terminated by either party by giving the other party a written notice of
termination at least ninety (90) days prior to the expiration of the initial
term or any renewal period.
6.2 Termination
(a) Scanmad shall have the right to terminate this Agreement with immediate
effect if
(i) Self Change fails to pay any amount due under this Agreement within
seven (7) business days after the date on which such amount is first due or
falls to cure to Scanmad's reasonable satisfaction any other material breach or
violation of this Agreement within thirty (30) days after Scanmad has given Self
Change written notice thereof,
(ii) Any action is taken to dissolve, liquidate or wind up Self Change,
<PAGE>
(iii) There is a change, directly or indirectly, in the control of Self
Change;
(iv) The License Agreement is terminated for any reason;
(v) Self Change makes an assignment for the benefit of creditors, files a
petition in bankruptcy, is adjudicated bankrupt or insolvent, petitions or
applies for a receiver or a trustee, or has any proceedings commenced against it
under any statute or regulation providing for reorganization, arrangement,
readjustment of debt, dissolution or liquidation and which remain undischarged
for a period of sixty (60) days;
(b) Self Change shall have the right to terminate this Agreement with
immediate effect if:
(i) Scanmad fails to cure to Self Change's reasonable satisfaction any
other material breach or violation of this Agreement within thirty (30) days
after Self Change has given Scanmad written notice thereof,
(ii) Any action is taken to dissolve, liquidate or wind up Scanmad; or
(iii) Scanmad makes an assignment for the benefit of creditors, files a
petition in bankruptcy, is adjudicated bankrupt or insolvent, petitions or
applies for a receiver or a trustee, or has any proceedings commenced against it
under any statute or regulation providing for reorganization, arrangement,
readjustment of debt, dissolution or liquidation and which remain undischarged
for a period of sixty (60) days;
(c) The exercise of any night of termination hereunder shall not affect any
rights which have accrued prior to termination, including, without limitation,
the right of Scanmad to any payments which have accrued but remain unpaid, and
shall be without prejudice to any other legal or equitable remedies to which the
terminating party may be entitled by reason of such rights.
<PAGE>
8.2 Self Change shall, upon execution of this Agreement, obtain and
maintain in full force and effect for the duration of this Agreement, public and
products liability insurance in the minimum amount of 1,000,000 U.S. dollars per
occurrence in order to protect Scanmad against any liabilities with which it may
be charged because of damage or injuries suffered by any servants, agents,
contractors, employees or customers of Self Change or by the general public,
resulting from the use or sale of the Products used, distributed, advertised, or
sold by Self Change. Self Change agrees to cause the name of Scanmad to be
entered in such policy as an additional named insured and to deliver to Scanmad
a certificate thereof Said insurance shall provide (i) that it cannot be
cancelled without the insurer first giving Scanmad thirty (30) days' prior
written notice thereof and (ii) that insurer waives any right of subrogation it
may have against Scanmad. Self Change shall assume and hold Scanmad harmless
from any and all liability, loss, cost or damage, including reasonable
attorneys' fees and expenses, on account of services rendered to customers or
for any injury to persons or property occurring in the performance of this
Agreement.
8.3 Self Change shall, upon Scanmad's request, promptly furnish or cause to
be furnished to Scanmad evidence of the maintenance of the insurance required by
Subparagraph 8.2 hereof, including, but not limited to, originals or copies of
policies, certificates of insurance with applicable riders and endorsements, and
proof of premium payments.
ARTICLE IX
Governmental Regulations
9.1 Scanmad may elect to discontinue, curtail or limit the production or
sale of the Products if the application of any law, governmental regulation or
order will, in the sole judgment of Scanmad, render production, marketing or
transportation of the Products commercially impracticable, and in such event may
terminate this Agreement upon thirty (30) days' written notice to Self Change.
9.2 Self Change shall strictly observe and comply with all Federal, state
and local laws and regulations which may govern promotion, advertising, sale,
distribution, the use, disposal, installation, service, repair and maintenance
of the Products and shall be responsible for carrying out all registration
procedures For the Products necessary to comply with any applicable laws or
regulations. Scanmad does not warrant the Products to meet the requirements of
any applicable federal, state or local laws or regulations, and Self Change
assumes all risk and liability whatsoever with respect thereto.
<PAGE>
ARTICLE X
For Majeure
Scanmad shall not be liable for any delay or impairment of performance
resulting in whole or in part from any cause beyond Scanmad's control (an
"Event") including, without limitation, fires, floods, explosions, accidents or
other catastrophes, acts of God, strikes, lockouts or labor disruption, wars,
riots or embargo delays, government allocations or priorities, shortages of
transportation, Products, fuel, labor or materials, inability to procure
supplies or raw materials, severe weather conditions, changes of law or
regulation, failure by Self Change to supply insurance or any service, material
or utility to be provided by Self Change on a timely basis or any other
circumstance or cause beyond Scanmad's control. Such excuse from performance
shall extend so long as the Event continues to delay or impair Scanmad's
performance.
ARTICLE XI
Miscellaneous
11.1 Entire Agreement
The terms and conditions of sale herein contain the entire and only
agreement between the parties hereto relating to the subject matter hereof, and
any representation, affirmation of fact and course of prior dealings, promise or
condition in connection therewith or usage of the trade not incorporated herein
shall not be binding on either party. No change, modification, rescission,
discharge, abandonment or waiver of these standard conditions of sale shall be
binding upon Scanmad unless made in writing, and signed on its behalf by one of
Scanmad's authorized representative.
11.2. No Assignment
Self Change may not assign or transfer this Agreement or any of its rights
or obligations hereunder without the prior written approval of Scanmad.
11.3 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to its conflict of law doctrine.
<PAGE>
11.4 Severability
If in any jurisdiction, any provision of the Agreement or its application
to any party or circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to the extent of
such restriction, prohibition or unenforceability without invalidating the
remaining provisions hereof and without affecting the validity or enforceability
of such provision in any other jurisdiction or its application to other parties
or circumstances. In addition, if any one or more of the provisions contained in
this Agreement or any purchase order shall in any jurisdiction for any reason be
held to be excessively broad as to time, duration, geographical scope, activity
or subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law then in effect of
such jurisdiction.
11.5 Notices
All notices and other communications which are required or permitted to be
given hereunder shall be in writing and shall be delivered either personally, by
facsimile, by reputable overnight courier or registered or certified mail and
shall be deemed effectively received (a) upon actual receipt thereof by the
party to be notified, if such notice or other communication is delivered in
person, by facsimile or by overnight courier, (b) upon the fifth (5th) business
day following the deposit thereof, postage prepaid (airmail, if addressed to a
country other than the country of mailing) to the party to be notified at such
party's address as set forth on the face hereof Either party may change its
address for the receipt of such notices by giving written notice to the other
party in the manner herein provided.
11.6 No Waiver
Scanmad's failure to insist on performance of any of the terms and
conditions herein or to exercise any right or privilege, or Scanmad's waiver of
any breach hereunder, shall not act as a waiver of any term, condition, night or
privilege contained herein.
11.7 Headings and Counterparts
Headings are inserted for reference purposes only and shall not affect the
interpretation or meaning of this Agreement. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all of
which, together, will constitute one and the same instrument.
11.8 Mutual Agreement
This Agreement embodies the arm's-length negotiation and mutual agreement
between the parties hereto and shall not be construed against either party as
having been drafted by it.
<PAGE>
11.9 Relationship of Parties
Neither this Agreement nor the relations between the parties hereto shall
constitute or be deemed to be that of a partnership, joint venture, or principal
and agent relationship. It is expressly understood and acknowledged that Self
Change shall act as and shall represent itself to be an independent contractor,
at all times during the term of this Agreement. Self Change shall have no
authority and shall make no representations or warranties or statements for or
on behalf of Scanmad or with respect to the Products not expressly permitted
hereby, and neither party hereto shall bind or be liable for the debts or
obligations of the other.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed,
each by its duly authorized officer or representative, as of the day and year
first above written.
SCANMAD S.A.R.L.
By: /s/ Tiraboschi Patrick
---------------------------------
Tiraboschi Patrick, Gerant
SELF CHANGE CORPORATION
By: /s/ Tiraboschi Patrick
---------------------------------
Tiraboschi Patrick, President
<PAGE>
EXHIBIT A
SCANMAD S.A.R.L. ("Scanmad")
SOFTWARE LICENSE AND CONFIDENTIALITY AGREEMENT
Subject to the terms hereinafter set forth, and provided that this
License is executed by CUSTOMER or incorporated into a sales contract between
CUSTOMER and SCANMAD or a SCANMAD authorized sales distributor or authorized
reseller, SCANMAD grants to CUSTOMER a personal, non-exclusive license (1) to
use certain Licensed Software, proprietary to SCANMAD, contained as an integral
part of the Equipment (as defined in such sales contract); and (2) to install
and use in connection with the Equipment each item of Licensed Software not an
integral part of the Equipment; and (3) to use the associated documentation.
CUSTOMER is granted no title or ownership rights in or to the Licensed Software,
in whole or in part, and CUSTOMER acknowledges that title to and all copyrights,
patents, trade secrets and/or any other intellectual property rights to and in
all such Licensed Software and associated documentation are and shall remain the
property of SCANMAD. The right to use Licensed Software is restricted to use in
connection with the Equipment.
SCANMAD considers the Equipment and the Licensed Software to contain
"trade secrets" of SCANMAD. Such "trade secrets" include, without limitation
thereto, the specific design, structure and logic of the Equipment and
individual Licensed Software programs, their interactions with other portions of
Licensed Software, both internal and external, and the programming techniques
employed therein. In order to maintain the "trade secret" status of the
information contained within the Licensed Software, the Licensed Software is
being delivered to CUSTOMER in object code form only.
SCANMAD or any of its suppliers holding any intellectual property rights
in any Equipment or Licensed Software, and/or any third party owning any
intellectual property rights in software from which the Equipment or Licensed
Software was derived, are intended third party beneficiaries of this License.
All grants of rights to use intellectual property intended to be accomplished by
this License are explicitly stated. No other grants of such rights shall be
inferred or shall arise by implication.
CUSTOMER warrants to SCANMAD that CUSTOMER is not purchasing, the rights
granted by this License in anticipation of reselling those rights.
CUSTOMER shall:
Keep a current record of the location of the Equipment; and
Hold the Equipment and Licensed Software in confidence for the benefit of
SCANMAD using no less a decree of care than it uses to protect its own most
confidential and valuable information; and
1
<PAGE>
Use the Licensed Software only in connection with the Equipment, and
Issue instructions to each of its authorized employees, agents, and/or
representatives by whom the Equipment is used or to whom Licensed Software is
disclosed, advising them of the confidential nature thereof and providing them
with a summary of the requirements of this License.
CUSTOMER shall not:
Use the Equipment or Licensed Software (i) for any purpose other than its
intended purposes and (ii) other than as provided by this License; or
Allow anyone other than CUSTOMER's employees, agents and/or representatives with
a "need to know" to have physical access to the Licenced Software; or
Make any modifications, enhancements or alterations to the Equipment or Licensed
Software, or translations of derivatives of Licensed Software; or
Attempt to reverse engineer, disassemble, reverse translate, decompile, or in
any other manner decode the Equipment or Licensed Software, in order to derive
the source code from or for any other reason; or Make or allow third parties to
make full or partial copies of the Licensed Software; or
Make full or partial copies of any documentation or other similar printed or
machine readable matter provided with the Equipment or Licensed Software unless
the same has been supplied in a form by SCANMAD intended for periodic
reproduction of partial copies; or
Export or re-export. the Equipment or Licensed Software and/or associated
documentation from the States of New York, New Jersey or Florida.
CUSTOMER may assign collectively its rights under this License to any
subsequent owner of the Equipment, but not otherwise, subject to the payment or
the then current license fee for new users, if any. No such assignment shall be
valid until CUSTOMER (1) has delegated all of its obligations under this License
to the assignee; and (2) has obtained from the assignee an unconditional written
assumption of all such obligations; and (3) has provided SCANMAD a copy of such
assignment, delegation and assumption and (4) has transferred physical
possession of all the Equipment and Licensed Software and all associated
documentation to the assignee. Except as provided, neither this License nor any
rights acquired by CUSTOMER through this License are assignable. Any attempted
assignment of rights and/or transfer of the Equipment or Licensed Software not
specifically allowed shall be void and conclusively presumed a material breach
of this License.
In the event of a breach of this License by Customer which is not cured
within thirty (30) days of notice from SCANMAD, this License may be immediately
terminated by SCANMAD; and CUSTOMER further acknowledges that any such
termination shall be without prejudice to any other rights and remedies that
SCANMAD may have at law or in equity.
2
<PAGE>
EXPRESS LIMITED WARRANTIES FOR ANY ITEM OF THE EQUIPMENT OR LICENSED
SOFTWARE, IF ANY, WILL BE SOLELY THOSE SET FORTH IN THE BODY OF THE SALES
CONTRACT INTO WHICH THIS LICENSE IS INCORPORATED. TIES LICENSE DOES NOT CONFER
OR GRANT ANY WARRANTY TO CUSTOMER FROM OR BY SCANMAD. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN SUCH CONTRACT, THE EQUIPMENT AND LICENSED SOFTWARE ARE
PROVIDED BY SCANMAD "AS IS" AND WITHOUT WARRANTY OF ANY KIND OR NATURE, WRITTEN
OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL SCANMAD AND/OR SCANMAD'S SUPPLIERS BE LIABLE TO OR
THROUGH CUSTOMER FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY
DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC
DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF THIS LICENSE OR
ANY BREACH HEREOF REGARDLESS OF WHETHER SCANMAD AND/OR SCANMAD'S SUPPLIERS WERE
ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNOW OF THE POSSIBILITY THEREOF.
CUSTOMER ACKNOWLEDGES THAT THE FOREGOING SENTENCE REFLECTS AN INFORMED,
VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT
MAY EXIST IN CONNECTION WITH THIS LICENSE, THAT SUCH VOLUNTARY RISK ALLOCATION
WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC
AND OTHER TERMS OF THIS LICENSE AND THE CONTRACT INTO WHICH IT IS INCORPORATED
WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK
ALLOCATION.
DATE: September 2, 1996
SCANMAD S.A.R.L. SELF CHANGE CORPORATION
"CUSTOMER"
By: /s/ Tiraboschi Patrick By: /s/ Tiraboschi Patrick
- - ---------------------------------- -------------------------------------
Tiraboschi Patrick, Gerant Tiraboschi Patrick, President
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Exhibit B
Products
Scanchange Lobby Tm automatic currency exchange machine
Scanchange Maxi Tm automatic currency exchange machine
Scanchange Micro Tm automatic currency exchange machine
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Exhibit C
Description of Trademarks
SCANMADTM and logo, registration pending before the U.S. Patent and Trademark
Office for international classes 9 and 36.
SCANCHANGE TM
SCANCHANGE LOBBY TM
SCANCHANGE MICRO TM
SCANCHANGE MAXI TM
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EXHIBIT D
SCANMAD(R)
Automates Bancaires
Automatic Banking Dispensers
PRICE LIST (USD)
SEPTEMBER 1996
ITEM UNITS PER ORDER
1 TO 25 26 TO 50
------- --------
SCANCHANGE MICRO ................... 38.00 33.000
SCANCHANGE LOBBY ................... 42.00 36.600
SCANCHANGE MAXI.......................... 56.000 49.000
FOR SCANCHANGE
OPTIONALS & ATTACHMENTS MICRO LOBBY MAXI
----- ----- ----
OPTIONALS:
Sale of one supplementary currency
(inverse change)....................... -- -- 2.000
Customer's logo on screen................. 300 300 300
ON LINE Remote Control including:
Central PC software (to control
up to 10 machines)..................... 6.000 6.000 6.000
Machine software (per machine) .......... 3.000 3.000 3.000
oRemote status indicator panel........... 300 300 300
ATTACHMENTS:
Inox exterior frame...................... 1.400 -- 1.800
Thermo paper rolls for printer
(10 rolls pack)........................ 160 160 160
Height adjustment metal stand............ 900 -- --
Additional set of 4 boxes for
dispensed notes....................... -- -- 1.600
Additional cash box collected notes...... 1.000 1.000 1.000
Additional cash box for dispensed notes.. 1.100 1.100 --
Above prices are to be understood:
- - -In US Dollars per unit, for an exchange rate of IUSD - 5.20 FRF EXCLUDING ANY
OPTION OR ATTACHMENT -Ex Works Valbonne (South of France), packing excluded
- - -Contract price for packing, delivery and starting up to be defined
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EXHIBIT E
SCANMAD(R)
AUTOMATES BANCAIRES
AUTOMATIC BANKING DISPENSERS
FACTURE PRO FORMA / PRO FORMA INVOICE
Vendeur/Seller Facture/Invoice n(degree):1242 from Sept. 2, 1996
SCANMAD
Les Espaces de Sophia M2
80 Route des Lucioles Autre references/Other references
Sophia Antipolis
06560 VALBONNE (FRANCE)
N(degree) de T.V.A du Vendeur / Seller's V.A.T N(degree):
FR 93 350 247 433
Destinataire / Consignee Acheteur (s'il differe du Destinataire): Buyer (if
different from Consignee):
SELF CHANGE CORPORATION
100 Park Avenue, 16th floor
NEW YORK, NY 10017 USA
Pay d'origine des marchandises
Country of origin of the goods:
FRANCE (EUROPEAN COMMUNITY)
Renseignement sur le transport: Conditions de bente / Sales conditions:
Information on transport: CIF NEW YORK AIRPORT
Air shipment from NICE to NEW YORK 50% of total amount at the order's date:
USD 265,900.00 50% of total amount before
despatching to carrier USD 265,900.00
Marques et Nos., nombre, nature des colls/description
des marchandises: Poids brut, kg Cubage, m3
Marks and Nos., quantity, nature
of packages/Description of goods: gross weight, kg Volume, m3
N(degree)1/10 to N(degree)10/10:10
wooden boxes on pallet:SCANCHANGE LOBBY 6800 21.4
Gorss dimensions: H: 2.15 mt, L: 1.07mt,
<TABLE>
W: 0.93 mt for each wooden box
Designation des articles / Designation of items: Quantite Prix unitaire USD Montant USD
Quantity Unit price USD Amount USD
<S> <C> <C> <C>
AUTOMATIC CURRENCY CHANGER SCANCHANGE LOBBY 10 42,000.00 420,000.00
With following optionals: customer's logo on screen 10 300.00 3,000.00
ONE LINE central PC software 1 6000.00 6000.00
on line machine Software 10 3000.00 30,000.00
thermo paper Rolls packs 10 160.00 1,600.00
additional cash Box for collected notes 10 1000.00 10,000.00
additional cash Box for dispensed notes 10 1,100.00 11,000.00
on line SOFTWARE ALARM 1 6200.00 6200.00
ALARM kit 10 2000.00 20,000.00
packing 10 800.00 8,000.00
FREIGHT AND INSURANCE 10 1600.00 16,000.00
N(degree)DE TARIF DOUANIER MONTANT TOTAL DE LA FACTURE PRO FORMA 531,800.000 USD
Custom's tariff n(degree)8476 89 00 TOTAL AMOUNT OF THE PRO FORMA INVOICE
</TABLE>
SWIFT BANK TRANSFERS TO BE ROUTED TO OUR BANK
SOCIETE GENERALE:
"Exoneration de T.V.A adress. Agence Nice Arenas routing DATA:
Art. 262 ter I du C.G.I AEROPOLE BANK code: 30003
We hereby certify that the wooden packages 455, promenade des Anglais
used: box and pallet are parasite free. 06200 NICE BRANCH CODE 00950
France Account: 0002000002964
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EXHIBIT 10.2
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COPY OF ORIGINAL
LICENSE AGREEMENT
This LICENSE AGREEMENT, made as of this 2nd day of September, 1996, by and
between Patrick Tiraboschi, a French citizen residing at Bastide St Paul,
Domaine du Vignal, 06740 Chateauneuf de Grasse, France ("Licensor"), and Self
Change Corporation, a Delaware corporation having offices at 100 Park Avenue,
Suite 1622, New York, New York 10017 ("Licensee").
WITNESSETH:
WHEREAS, Licensor is the owner of the Mark (as hereinafter defined), and
Licensor has the sole and exclusive right to use and license the use of the Mark
in the Territory (as hereinafter defined) in connection with the operation of
automatic currency exchange machines and the promotion and advertising of such
services in the Territory; and
WHEREAS, Licensee owns and operates certain automatic currency exchange
machines known as Scanchange LobbyTM, Scanchange MaxiTm, and Scanchange MicroTM;
and
WHEREAS, Licensee wishes to have the right to use the Mark in connection
with Licensee's services and the promotion and advertising thereof in the
Territory, and Licensor is willing to grant such right to Licensee, on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1 Definitions
"Control" shall mean, with respect to any corporation, either ownership at
the relevant time of shares of such corporation carrying more than fifty percent
(50%) of the exercisable voting rights attached to all outstanding shares of
such corporation or the ownership at the relevant time of a sufficient number of
shares of such corporation so as to have sufficient votes to elect a majority of
the directors of such corporation.
"Gross Receipts" shall mean the aggregate gross amount of fees earned by
Licensee through operation of the Products in the Territory.
"Initial Term" shall have the meaning set forth in Section 6 hereof.
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"Mark" shall mean the trademark and logo described in Exhibit A attached
hereto and made a part hereof and the associated logos and designs in the type,
style and type face set forth on such Exhibit A and in such other type, style
and type face as may be used by Licensor from time to time during the term of
this Agreement.
"Products" shall mean the ScanchangeTm automatic currency exchange machines
described on Exhibit B attached hereto and made a part hereof.
"Services" shall mean Licensees operation of the Products.
"Territory" shall mean hotels located within the States of New York, New
Jersey and Florida
License,.
(a) Licensor hereby grants to Licensee, and Licensee hereby accepts from
Licensor, the non-exclusive, nontransferable right and license to use the Mark
in the Territory, in connection with, and only with, the promotion, advertising
and performance of the Services in the Territory. In addition, Licensee shall
have the right to use the Mark in its corporate name and on its invoices,
station@, operation manuals, and telephone and directory listings; provided,
however, that such use shall be solely in conjunction with the promotion,
advertising and performance of the Services in the Territory.
(b) Licensee shall not sublicense any of the rights or licenses herein
granted.
(c) The license granted hereunder shall extend only to the Territory and
the use by Licensee of the Mark shall be confined to the Territory.
3. Royalties
(a) In consideration for the rights granted to Licensee hereunder, Licensee
shall pay to Licensor a monthly fee, payable on the first business day of each
month, equal to one percent (1%) of the Gross Receipts earned by Licensee during
the preceding month; provided, however, that no such fee shall be due or payable
to Licensor during the Initial Term of this Agreement. Each month is deemed to
commence at 12:01 a.m. on the first day of the calendar month, and to end at
midnight on the last day of the calendar month.
(b) Each payment shall be accompanied by a statement which discloses the
Gross Receipts earned by Licensee during the preceding month and a computation
of the amount of royalties payable in respect of such Gross Receipts.
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4. Quality Control; Use of the Mark.
(a) Licensee shall insure that the Services and the promotion and
advertising of the Services shall at all times be consistent with and
appropriate to the prestige of the Mark and its reputation for the highest
standard of quality.
(b) Licensee shall use the Mark only in the form in which it is registered
or applied for and shall not use an abbreviated or modified form of the Mark
without Licensor's prior written consent.
(c) Licensee recognizes the value of the goodwill associated with the Mark
and all rights therein and goodwill pertaining thereto belong exclusively to
Licensor. Without limiting the generality of the foregoing, Licensee
acknowledges that its right to use the Mark as provided herein arises solely
under this Agreement. All use of the Mark by Licensee pursuant to this Agreement
shall inure to the benefit of Licensor. Such use shall not vest in Licensee any
title to or right or presumptive right to continue such use, except such use as
is expressly permitted under this Agreement. Licensee shall not, at any time,
use, promote, advertise, display or otherwise commercialize the Mark or any
material utilizing or reproducing the Mark or do or suffer to be done any other
act or thing if such act or thing might in any way adversely affect any rights
of Licensor in and to the Mark or affect the validity of the Mark, reduce its
value or detract from its reputation. To the extent any rights in and to the
Mark are deemed to accrue to Licensee, Licensee hereby assigns any and all such
rights, at such time as they may be deemed to accrue, including the related
goodwill, to Licensor.
(d) Licensee agrees (a) never to challenge the validity of Licensor's
ownership of the Mark or any application for registration thereof, or any
trademark registration thereof and (b) never to contest the fact that Licensee's
rights with respect to the Mark arise only under the terms of this Agreement.
(e) Licensee shall submit all advertising and promotional materials to
Licensor for its prior written approval.
5. Duties of Licensee
Licensee agrees as follows:
(a) to actively promote and advertise the Services, under the Mark, in the
Territory;
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(b) to comply with all laws and regulations affecting the advertising,
promotion, instructions and performance of the Services in the Territory; and
(c) every three (3) months, to furnish to Licensor written reports on
Licensee's promotional activities.
6. Term
Subject to the further provisions hereof regarding early termination, the
initial term (the "Initial Term") of this Agreement shall be for a period of one
(1) year commencing on the date hereof and continuing until the first
anniversary of the date hereof. This Agreement shall then be automatically
renewed for additional, successive one-year periods until terminated by either
party by giving the other party a written notice of termination at least ninety
(90) days prior to the expiration of the Initial Term or any renewal period.
7. Additional Termination Rights of Licensor
Licensor shall have the right to terminate this Agreement with immediate
effect if:
(a) The Supply Agreement dated September 2, 1996 between the Licensee and
Scanmad S.A.R.L. is terminated for any reason;
(b) There is a change, directly or indirectly, in the control of the
Licensee;
(c) The Licensee fails to pay any amount due under this Agreement within
five (5) days after the date on which such amount is first due or Licensee falls
to cure to Licensor's satisfaction any other breach or violation of this
Agreement within thirty ('10) days following Licensor's written notice thereof,
or
(d) Licensee makes an assignment for the benefit of creditors, files a
petition in bankruptcy, is adjudicated bankrupt or insolvent, petitions or
applies for a receiver or a trustee, or has any proceedings commenced against it
under any statute or regulation providing for reorganization, arrangement,
readjustment of debt, dissolution or liquidation and which remain undischarged
for a period of sixty (60) days.
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8. Effect of Termination.
Upon termination of this Agreement, for any reason, (i) all rights of
Licensee hereunder shall immediately terminate and revert to Licensor and
Licensee shall forthwith discontinue all use of the Mark and change its
corporate name to a corporate name that does not include the Mark or any
variation or simulation thereof, and (ii) Licensee shall forthwith return to
Licensor all materials bearing the Mark then in Licensee's possession.
9. Infringement and Maintenance of the Mark
(a) Licensee shall promptly give Licensor written notice of any and all
infringements or possible infringements of the Mark of which Licensee has
knowledge, and Licensee shall provide Licensor with any available evidence of
such infringements or possible infringements. Licensor may, in its absolute
discretion and sharing the expense equally with Licensee, commence, prosecute or
settle any infringement action or proceeding or assert any claim of infringement
of the Mark. In any infringement action, proceeding or claim brought by
Licensor, Licensee, at its expense, shall make available to Licensor any
relevant books, records, papers, information, designs, samples, specimens, and
the like and shall cause any of Licensee's employees to be deposed or to
testify, whenever requested to do so by Licensor.
(b) Licensor shall not be obligated to defend or save harmless Licensee
against any suit, action, proceeding, damages, expense, claim, liability or
demand (herein collectively referred to as "action") based on actual or alleged
infringement of any copyright or trademark or any unfair trade practice
resulting from the exercise or use of any right or license granted by this
Agreement. Nevertheless, Licensee shall promptly notify, in writing, Licensor of
any such action. Licensor shall have the right, in its absolute discretion and
sharing the expense equally with Licensee, to defend any such action through
attorneys of its own selection. Licensee, at its expense, shall make available
to Licensor all relevant books, records, papers, information, designs, samples,
specimens and the like, and shall cause any of its employees to be deposed and
to testify, whenever requested to do so by Licensor, and shall cooperate in the
defense as requested by Licensor. If any such actions shall be instituted
against Licensee and Licensor jointly, each party shall be entitled to be
represented at said action by its own counsel at its own expense; provided,
however, that the defense strategy, including, but not limited to, the propriety
and terms of a settlement, shall be within the absolute discretion of Licensor.
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10. Indemnity
Licensor shall not be liable or in any way responsible to Licensee or any
other person or entity for (i) the performance of the Services, (ii) for any
defect of any kind in the Products or (iii) for Licensee's activities. Licensee
hereby agrees to indemnify and save and hold Licensor harmless from and against
any and all liabilities, claims, causes of action, suits, damages and expenses,
including reasonable attorneys' fees and expenses, for which Licensor becomes
liable, or may incur or be compelled to pay by reason of any acts, whether of
omission or commission, that may be committed or suffered by Licensee or any of
its directors, officers, servants, agents, contractors or employees in
connection with (i) the performance of the Services; (ii) the use of the Mark;
or (iii) Licensee's performance of this Agreement or any breach thereof.
11. Books and Records
(a) Licensee shall maintain for three (3) years following the end of each
year of the Term accurate books and records which disclose for such year the
Gross Receipts of Licensee.
(b) Licensor, at its expense, shall have the right at any time during
regular business hours, to examine or audit the books of accounts and records of
Licensee which pertain to the Services and the amount of Gross Receipts with
respect thereto, and any other books and records that may be reasonably required
by Licensor's accountants in order to verify the figures reported in any
statements furnished to Licensor pursuant to this Section or to Section 3
hereof. Such books of accounts and records shall be made available to Licensor
and its accountants at Licensee's office located as herein stated.
12. Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof, and all other prior or contemporaneous agreements
of the parties with respect to said subject matter are hereby merged into and
superseded by this Agreement. This Agreement may not be changed, modified or
amended other than by a further written agreement signed by both parties hereto.
13. No Waiver
The failure or omission of either party hereto to insist, in any instance,
upon strict performance by the other party of any term or provision of this
Agreement or to exercise any of its rights hereunder shall not be deemed to be a
modification of any term hereof or a waiver or relinquishment of the future
performance of any such term or provision by such party, nor shall such failure
or omission constitute a waiver of the right of such party to insist upon future
performance by the other party of any such term or provision.
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14. Binding Agreement; Non-Assignability by Licensee.
This Agreement shall be binding upon and shall inure to the benefit of the
respective successors and assigns of the parties hereto: provided, however, that
Licensee shall not assign, transfer, pledge, or otherwise encumber this
Agreement to any person or party whatsoever.
15. Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to its conflict of law doctrine.
16. Severability
If in any jurisdiction, any provision of the Agreement or its application
to any party or circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to the extent of
such restriction, prohibition or unenforceability without invalidating the
remaining provisions hereof and without affecting the validity or enforceability
of such provision in any other jurisdiction or its application to other parties
or circumstances. In addition, if any one or more of the provisions contained in
this Agreement or any purchase order shall in any jurisdiction for any reason be
held to be excessively broad as to time, duration, geographical scope, activity
or subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law then in effect of
such jurisdiction.
17. Disclaimer of Association
Neither this Agreement nor the relations between the parties hereto shall
constitute or be deemed to be that of a partnership, joint venture, or principal
and agent relationship. Licensee is an independent contractor, acting as a
principal on its own behalf, and shall have no authority and shall make no
representations or warranties or statements for or on behalf of Licensor or with
respect to the Mark or the Products not expressly permitted hereby, and neither
party hereto shall bind or be liable for the debts or obligations of the other.
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18. Notices
All notices and other communications which are required or permitted to be
given hereunder shall be in writing and shall be delivered either personally, by
facsimile, by reputable overnight courier or registered or certified mail and
shall be deemed effectively received (a) upon actual receipt thereof by the
party to be notified, if such notice or other communication is delivered in
person, by facsimile or by overnight courier, (b) upon the fifth (5th ) business
day following the deposit thereof, postage prepaid (airmail, if addressed to a
country other than the country of mailing) to the party to be notified at such
party's address as set forth on the face hereof. Either party may change its
address for the receipt of such notices by giving written notice to the other
party in the manner herein provided.
19. Headings and Counterparts
Headings are inserted for reference purposes only and shall not affect the
interpretation or meaning of this Agreement. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all of
which, together, will constitute one and the same instrument.
IN WITNESS WHEREOF, Licensor has executed, and Licensee has caused this
Agreement to be executed by its duly authorized officer, all as of the date
first above written.
/s/ Patrick Tiraboschi
- - ---------------------------------
Patrick Tiraboschi
SELF CHANGE CORPORATION
/s/ Patrick Tiraboschi
- - ---------------------------------
Patrick Tiraboschi, President
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
SELF CHANGE CORPORATION
(Registrant)
Date: January 13 , 1997 /s/ Patrick Tiraboschi
---------------------------------
Patrick Tiraboschi, President
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Exhibit A
Self Change CorporationTm and logo, registration pending before the U.S. Patent
and Trademark Office for international class 9.
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Exhibit B
Products
Scanchange Lobby Tm automatic currency exchange machine
Scanchange Maxi Tm automatic currency exchange machine
Scanchange Micr Tm automatic currency exchange machine
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EXHIBIT 10.3
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AGREEMENT
Agreement (the "Agreement") dated this ___ day of _____ between Self Change
Corporation, a Delaware corporation (the "Operator'), and _________ a
_________________ corporation (the "Company").
RECITALS:
The Operator is the owner of the Scanchange Lobby automatic currency
exchange machine described on Schedule I hereto (the "Equipment"). The Company
is the [owner and operator) of [name of hotel], located at New York, New York,
(the "Hotel").
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1 . Grant of License
The Company hereby grants to the Operator, and the Operator hereby accepts
from the Company, the exclusive right and license to install, maintain and
operate the Equipment at the location in the lobby of the Hotel described in
Schedule 2 hereto (the "Premises").
2. Title to and Control of the Equipment
2.1 The Equipment shall at all times remain the sole property of the
Operator and the Operator shall retain all rights in and to the Equipment. The
Company shall have no interest, title or ownership in or to the Equipment or its
materials, approaches, systems, programs, methodologies, concepts or
intellectual property, and shall not include the Equipment in its assets in
connection with any financing arrangement that the Company may enter into.
Throughout the term of this Agreement, the Equipment shall be labeled, marked or
otherwise clearly identified as the Operator's property. The Company shall not
create, or permit a third party to create, any lien, charge, encumbrance or
security interest in the Equipment. If the Equipment should, for whatever
reason, become subject to any such lien, charge, encumbrance or security
interest, the Company shall, at its sole expense, take all actions necessary to
remove the same as promptly as possible.
2.2 Upon execution of this Agreement and at any time thereafter, the
Company agrees to sign and deliver to the Operator Uniform Commercial Code
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financing statements, continuation statements and such other documents as may be
reasonably required by the Operator from time to time. The Operator may file
such financing statements and continuation statements at its sole expense.
3 . Compensation
[In consideration for the rights and licenses granted to the Operator
hereunder, the Operator shall pay to the Company a monthly fee of dollars($
payable on the first business day of the month.]
OR
[3.1 In consideration for the rights and licenses granted to the Operator
hereunder, the Operator shall pay to the Company a monthly fee, payable on the
first business day of the month, equal to ____ percent (___ %) of the Gross
Receipts earned during the preceding month. For purposes of this Paragraph 3.1,
"Gross Receipts" shall mean the total transaction fees earned by the Operator
through use of the Equipment. Each month is deemed to commence at 12:01 a.m. on
the first day of the calendar month, and to end at midnight on the last day of
the calendar month.
3.2 The Operator shall provide the Company with a signed statement of Gross
Receipts not more than thirty (30) days after the last day calendar of the
preceding month.]
4. Insurance and Indemnification
4.1 The Operator shall obtain and maintain in full force and effect for the
duration of this Agreement public liability and products liability insurance in
the minimum amount of one million dollars ($1,000,000.00) per occurrence in
order to protect the Company against any liabilities with which it may be
charged because of property damage or damage or injuries suffered by the
Company's agents, employees, contractors, representatives or invitees resulting
from the installation, maintenance or operation of the Equipment. The Operator
shall include the Company as an additional named insured on such policy and
shall deliver to the Company a certificate thereof The policy shall provide that
it shall not be cancelled or modified without giving the Company thirty (30)
days' prior written notice thereof.
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4.2 The Company shall obtain and maintain in full force and effect for the
duration of this Agreement insurance for fire, theft, mysterious disappearance
and extended perils including vandalism, malicious mischief and sprinkler
leakage on the Equipment in an amount not less than the full value of the
Equipment, i.e., one hundred thousand dollars ($100,000.00). The Company shall
include the Operator as an additional named insured on such policy and deliver
to the Operator a certificate thereof. The policy shall provide that it shall
not be cancelled or modified without giving the Operator thirty (30) days' prior
written notice thereof.
4.3 The Operator shall indemnify and hold the Company harmless from and
against any and all liabilities, claims, causes of action, suits, damages and
expenses, including, without limitation, reasonable attorneys' fees and court
costs, for which the Company becomes liable, or may incur or be compelled to pay
by reason of damage to property or injury to person resulting from a breach by
the Operator of its obligations under this Agreement.
4.4 The Company shall indemnify and hold the Operator harmless from and
against any and all liabilities, claims, causes of action, suits, damages and
expenses, including, without limitation, reasonable attorneys' fees and court
costs, for which the Operator becomes liable, or may incur or be compelled to
pay by reason of damage to property, including the Equipment, or injury to
persons resulting from a breach by the Company of its obligations under this
Agreement.
5. Access
The Company shall at all times grant the Operator, its agents, employees,
contractors and representatives, free access to the Premises for the purposes of
installation, maintenance and operation of the Equipment, for inspection or
observation of the Equipment, or to determine the nature or extent of use of the
Equipment. The Company shall permit and assure unobstructed access to the
Equipment by customers and potential customers at all times that the lobby of
the Hotel is open.
6. Installation
The Operator agrees to install the Equipment and to provide all necessary
cable, wire, hardware and labor for the installation of the Equipment. The
Company agrees to furnish one power source and one dedicated communications line
for the Equipment. The Operator shall install the Equipment in a workmanlike
manner and in compliance with applicable law and any regulations or other
technical requirements promulgated by local authorities. The Operator shall have
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no duty or obligation to make structural alteration or adjustment to the Hotel
to install the Equipment. The Operator shall perform the installation work in a
manner so as to minimize, to the extent possible, interference with the
Company's business operation. The Company shall at all times provide the
Operator free access to the Premises for the installation. The Premises shall be
reasonably dry and free of dust and shall not contain asbestos or other
hazardous materials. The Company shall furnish at its own expense elevator
service when necessary, heat, light, sanitary facilities, electrical power, and
protection of the Equipment against theft during installation. The Company
acknowledges that technical problems may arise with respect to the installation
of the Equipment and, accordingly, the Operator shall not be held responsible
for any delays caused by unforeseen difficulties. The Operator is not
responsible for restoring the Premises to their original condition upon removal
or relocation of the Equipment.
7. Maintenance: Security
7.1 The Operator shall, at its own expense, maintain the Equipment in good
working order. The Operator shall perform preventative maintenance on the
Equipment at such intervals as the Operator, in its sole discretion, deems
necessary or desirable. The Operator shall perform maintenance on the Equipment
in a manner so as to minimize, to the extent possible, interference with the
Company's business operation.
7.2 The Company shall, at its own expense, protect and safeguard the
Equipment to the same extent it protects and safeguards its own personal
property in the Hotel.
7.3 The Company shall not attempt to repair or service the Equipment, or
make any addition or alteration to, or subtraction from, the Equipment, without
the Operator's prior written consent.
7.4 The Company shall immediately notify the Operator if at any time the
Company reasonably believes the Equipment to be in other than good working
order. The Company shall immediately notify the Operator of any customer
complaints concerning the Equipment.
8. Currencies
The currencies which the Equipment is programmed to exchange (the
"Currencies") are listed on Schedule 3 hereto. The Operator may, upon seven (7)
days' notice to the Company, discontinue exchange of any of the Currencies, or
provide for the exchange of different or additional Currencies. The Operator
should be programmed to exchange from time to time.
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9. Equipment Support Telephone Service
The Operator shall maintain an Equipment support telephone service for the
benefit of the Company, its agents, employees, contractors, representatives and
invitees. The Equipment support telephone service shall be available twenty-four
(24) hours per day, seven (7) days per week. Calls to the Equipment support
telephone service shall be received and answered promptly by an authorized
representative of the Operator.
10. Instruction Manual
The Operator shall furnish the Company with a manual (the "Instruction
Manual') which provides instructions in the use of the Equipment, appropriate
responses to commonly asked questions of customers, and the Equipment support
telephone service number. The Company shall instruct its agents, employees,
contractors and representatives to assist customers in accordance with the
Instruction Manual.
11. Marketing and Advertising
11.1 The Operator shall, at its sole expense, prepare and maintain an
adequate supply of brochures or other promotional literature describing the
Equipment (the "Promotional Materials"). The Company shall display the
Promotional Materials prominently in the lobby and guest rooms of the Hotel and
shall make copies of the Promotional Materials readily available to its guests
and invitees.
11.2 The Operator and the Company shall cooperate in the development and
implementation of a joint marketing program. The Operator hereby authorizes the
Company to use the name, logo and description of the Operator, and the name,
images and description of the Equipment in connection with, such joint marketing
program. The Company hereby authorizes the Operator to use the name, logo, and
description of the Company, and the name, images and description of the Hotel in
connection with such joint marketing program.
5
<PAGE>
12. Non-Competition
The Company shall not exchange, and shall not permit any third party to
exchange, any of the Currencies on the property, including storefronts, of the
Hotel without the prior written consent of the Operator.
13. Term
Subject to the further provisions hereof regarding early termination, the
term (the "Initial Terne') of this Agreement shall commence on the date hereof
and shall terminate thirty-six (36) months after the date hereof Thereafter,
this Agreement will be automatically renewed for additional, consecutive twelve
(12)-month terms unless either party gives the other party at least sixty (60)
days' written notice of its intention to terminate the Agreement.
14. Termination
14.1 Notwithstanding the provisions of Section 13 hereof, the Operator
shall have the right to terminate this Agreement at any time upon sixty (60)
days' written notice to the Company. Upon such termination, the Operator shall
bear the cost of removal of the Equipment from the Premises.
14.2 Either party shall have the right to terminate this Agreement with
immediate effect if the other party fails to cure to such party's reasonable
satisfaction any material breach or violation of this Agreement within thirty
(30) days after the terminating party has given the other written notice thereof
The breaching party shall bear the cost of removal of the Equipment from the
Premises.
14 3 In the event that this Agreement is terminated prior to the end of the
Initial Term by reason of the Company's breach or violation of this Agreement,
the Company shall pay to the Operator an indemnity equal to eight thousand
dollars ($8,000.00), multiplied by the number of months otherwise remaining
throughout the end of the Initial Term, provided, however, that in no event
shall the aggregate amount payable by the Company under this Section 14.3 exceed
ninety-six thousand dollars ($96,000.00), without prejudice to any other right
or remedy at law or in equity that may be available to the Operator.
6
<PAGE>
15. Suspension of Performance of the Operator
In the event that the Operator is unable to perform any of its obligations
under this Agreement or to enjoy any of its benefits because of any circumstance
beyond the Operator's control, including, without limitation, strikes,
lock-outs, labor disturbances, natural disasters, fires, explosions, floods,
acts of God, war or other hostilities, actions or decrees of governmental
bodies, inability or difficulty in obtaining parts, supplies or labor, power
failures, power surges, communication line failures, or refusal of any public
utility or communications line provider to cooperate with the Operator (each, an
"Event"), the Operator shall immediately give notice to the Company and its
performance shall be immediately suspended. If the period of non-performance
exceeds thirty (30) days from the Company's receipt of the Operator's notice of
an Event, the Operator may, at its sole discretion, terminate this Agreement by
giving written notice to the Company.
16. Governing law
This Agreement and the legal relations among the parties hereto shall be
governed by and construed in accordance with the laws of the State of New York
without regard to its conflicts of law doctrine. In the event of a breach of
this Agreement by either party, the non-breaching party shall be entitled to
recover its costs and expenses (including reasonable legal fees and court costs)
incurred in enforcing this Agreement.
17. Consent to jurisdiction Service of Process
The Operator and the Company, acting for themselves and for their
respective successors and assigns, without regard to domicile, citizenship or
residence, hereby expressly and irrevocably consent to and subject themselves to
the exclusive jurisdiction of the United States District Court for the Southern
District of New York or any New York State court sitting in New York City, in
respect of any matter arising under or in connection with this Agreement.
Service of process, notices and demands of such courts may be made upon either
party by personal service at any place where they may be found or by mailing
copies of such process, notices and demands by certified or registered mail,
postage prepaid and return receipt requested, to the respective addresses set
forth above.
18. No Agency
Each of the Operator and the Company, in the performance of this Agreement,
will be acting in separate capacities and not as agents, employees, partners,
joint venturers or associates of one another. The agents, employees, contractors
or representatives of one party shall not be deemed or construed to be the
agents, employees, contractors, representatives or partners of the other party
7
<PAGE>
for any purposes whatsoever. It is expressly understood and agreed that the
Company is not authorized to bind the Operator to any liability or obligation or
to represent that it has any such authority.
19. Confidentiality
The Operator shall own all rights to all information and data received,
collected, produced or developed in connection with the performance of this
Agreement. The Company acknowledges that, while performing this Agreement, the
Company will have access to certain technical and commercial information, data
and materials regarding the business affairs of the Operator (the "Confidential
Information").
During the term of this Agreement and at all times thereafter, the Company,
its agents, employees, contractors and representatives, shall hold all
Confidential Information in strict confidence and shall not publish or otherwise
disclose any Confidential Information to any third party without the Operator's
prior written consent. The Company shall use all reasonable precautions to
assure that all Confidential Information is properly protected and kept from
unauthorized persons, The Company acknowledges and agrees that a breach of this
Section 19 would cause irreparable harm to the Operator, and that money damages
would not be a sufficient remedy therefor. Accordingly, in the event of a breach
or threatened breach of the provisions of this Section 19 by the Company, the
Operator shall be entitled to equitable relief in addition to all of its rights
and remedies at law and shall not be required to post bond in connection
therewith.
20. Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof, and all other prior or contemporaneous agreements
of the parties with respect to said subject matter are hereby superseded by this
Agreement. This Agreement may not be changed, modified or amended other than by
a writing signed by both parties.
21. Assignment
This Agreement shall be binding `Upon and shall inure to the benefit of the
respective successors and assigns of the parties hereto; provided, however, that
the Company shall not assign, transfer, pledge, or otherwise encumber this
Agreement, or delegate its obligations under this Agreement, to any person or
party without the Operator's prior written consent.
8
<PAGE>
22. Notice
All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand or mailed, certified or registered mail with postage
prepaid or delivered by "press delivery or facsimile transmission (with copy by
mail) to the parties at the addresses set forth herein:
If to the Operator:
Self Change Corporation
100 Park Avenue
Suite 1622
New York, New York 100 1 7
Facsimile: (212) 880-2663
Attn.: Operations Manager
or to such other person or address as the Operator shall furnish to the Company
in writing from time to time.
If to the Company:
[
Facsimile:
Attn.:
or to such other person or address as the Company shall furnish to the Operator
in writing from time to time.
23. Severability
In the event that one or more provisions of this Agreement or its
application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall be ineffective only to the extent of such
restriction, prohibition or unenforceability without invalidating the remaining
provisions hereof and all of such provisions shall remain in full force and
effect as if such restricted, prohibited or unenforceable provision were not a
part hereof
9
<PAGE>
24. Headings
The headings of the Sections of this Agreement are inserted for convenience
only and shall not constitute a part hereof.
25. Counterparts
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
26. Mutual Agreement
This Agreement embodies the arm's-length negotiation and mutual agreement
among the parties hereto and shall not be construed against any party as having
been drafted by such party.
10
<PAGE>
27. Third Parties
Except as specifically set forth `or referred to herein, nothing herein
expressed or implied is intended or shall be construed to confer upon or give to
any person or entity other than the parties hereto and their successors or
assigns, any rights or remedies under or by reason of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, all as of the
date first set forth above.
SELF CHANGE CORPORATION
By:
Name:
Title:
By:
Name:
Title:
11
<PAGE>
Schedule I
Description of the Equipment
Schedule 2
Location(s) of Equipment(s) on Premises
[attach diagram of Premises, with ACEM location cross-hatched]
Schedule 3
Currencies
12
<PAGE>
EXHIBIT 10.4
<PAGE>
CERTIFICATE OF ACCURACY
STATE OF NEW YORK
SS:
COUNTY OF NEW YORK
CARINA LEVINTOFF, ESQ., being duly sworn, deposes and says:
That I am familiar with both the English and French languages;
That I have made the attached translation from the annexed document in the
English language and hereby certify that the same is a true and complete
translation to the best of my knowledge, ability and belief.
Sworn to before me this
5th day of February, 1996
/S/ Patricia Molinares
..............................................
Patricia Molinares, Notary Public
Patricia Molinares
Notary Public, State of New York
No. 41-4895758
Qualified in Queens County
Commission Expires May 26, 1997
<PAGE>
Translation
Republic of France
INPI National Institute
of Industrial Property
MANUFACTURING, COMMERCIAL OR SERVICE MARKS
Mark Identification Certificate
Intellectual Property Code - Book VU
Art. L. 712-1 - Ownership of the mark is acquired by registration. The mark may
be co-owned. Registration is effective as of the date of filing of the
application for a period of ten years, and is perpetually renewable.
Art. R. 714-2 - The national Register of marks is maintained by the national
Institute for industrial property.
Set forth for each mark are the following:
1. Identification of the applicant and filing references, as well as subsequent
deeds affecting the existence or effect of the mark;
2. Deeds modifying ownership of the mark or enjoyment of the rights attached to
it- in the case of claims of ownership, the appropriate summons-,
3. Changes of name, legal form or address, as well as corrections of material
errors affecting the registrations.
No registration will be entered in the register unless the filing is published
under the conditions set forth in article R. 712-8.
Art. R. 714-8 - Every registration entered in the national Register of marks is
set forth in the official Bulletin for industrial property.
Any interested person may obtain from the Institute-
<PAGE>
1. An identification certificate setting forth a copy of the mark, information
relating to its filing and registration, and, if applicable, the limitations
with respect to the list of products and services resulting from a withdrawal,
renunciation or judicial decision;
2. A copy of the registrations in the national Register of marks;
3. A certificate stating that no registration exists.
The general Director of the national Institute of industrial property certifies
that the mark as it appears on the next page has been registered and published
in the official Bulletin for industrial property.
He further attests that in the national Register of marks:
The mark is not subject to any limitation on the list of products or services
resulting from a withdrawal, renunciation or judicial decision.
The mark has been subject to a limitation on the list of products or services
resulting from the withdrawal(s), renunciation(s) or judicial decision(s) set
forth in the national Register of marks, a copy of which is attached to this
certificate ( document(s)).
The mark has been subject to a decision revoking, totally or partially, the
registration (attached to this certificate).
The mark has been subject to the renewal declaration(s), a copy of which is
attached to this certificate.
The mark has not been subject to a renewal declaration.
Warning: The method used to copy the mark in this certificate does not permit
accurate reproduction of all of its nuances.
Signed in Paris on January 9, 1995
For the general Director of
the national Institute
for industrial property
The Bureau Chief
[Stamp -- [signature]
National Institute
for Industrial Property]
M. Alex CYMLE
Tel.: 42 94 54 55
<PAGE>
National Institute of Industrial Property 26bis, rue de LIningrad - 75800 Paris
Cedex 08 APPLICATION FOR REGISTRATION OF A MARK (law of December 31, 1964)
This form is to be in 5 exemplars in accordance with the instructions on the
reverse side.
Spaces reserved to the I.N.P.I.
Registration N(degree)
1722368
Order N(degree) 178701
Space to be completed by the applicant or his representative
1-NAME AND ADDRESS OF THE PERSON TO WHOM CORRESPONDENCE SHOULD BE ADDRESSED
SOCIETE SCANMAD (SARL) village d'entreprise Route des Dolines SOPHIA ANTIPOLIS
06560 VALBONNE -FRANCE-
Is the person above the representative yes no
2- LIST OF ATTACHMENTS:
- - -Application for registration .......
As many copies as there are claimed classes
(if the design of the mark is in color) .......
- - -1 power of attorney (if the filing is made by a representative) .......
- - -1 official copy of the foreign filing (if a priority is claimed) .......
- - -10 copies of the regulation (if the mark is a collective mark)
- - -Approval date of the regulation:
3-DATE and SIGNATURE of the APPLICANT or of his REPRESENTATIVE
December 12, 1989
/s/ P. Tiraboschi
Manager
<PAGE>
4- Design of the mark:
5- Indicate below in order:
a) the last name, first names and domicile of the applicant (see point 5 a on
the reverse); if applicable set forth REPRESENTED BY: (set forth only the name
of the representative); b) list of products or services; c) the number of the
corresponding classes; d) if applicable, the additional
information mentioned on the reverse side at points 5 3) to i).
Societe Scanmad (SARL) - Village d'enterprise
Route des Dolines
SOPHIA ANTIPOLIS
06560 VALBONNE (FRANCE)
DESIGNATED PRODUCTS OR SERVICES:
automated distributors and mechanisms for prepayment devices; automated currency
exchange machines; coin processing; optical reader; coin change machines.
Banks; currency exchange bureaus; finance; hotels; exploitation of campgrounds,
highways.
CLASS OF PRODUCTS OR SERVICES: 9:36.42
DESIGN FILED IN COLOR.
COLORS CLAIMED: red letters-
black thin line.
END OF DOCUMENT.
<PAGE>
Spaces to be completed by I.N.P.I. or the clerk's office
FEES PAID TO I.N.P.I.:
- - -Fee for registration and publication 580F
- - -Fee for classes of products or services for _____ classes 375
IF APPLICABLE:
- - -Fee for claimed priority .........
- - -Late Fee (renewal effected within six months after
expiration of the preceding registration) ........
TOTAL 955F
REPORT OF REGISTRATION
PLACE OF REGISTRATION:
NUMBER AND DATE OF REGISTRATION:
TIME OF REGISTRATION: 10:10 A.M.
INPI STAMP of CLERK'S STAMP INPI NICE
005982 December 29, 1989
(stamp of the National Institute for Industrial Property)
<PAGE>
INSTITUT
NATIONAL DE
LA PROPRIETE
INDUSTRIELLE
MARQUES DE FABRIQUE,
DE COMMERCE
OU DE SERVICE
CERTIFICAT D'IDENTITTE DE MARQUE
Code de la propriete intellectuelle - Livre VII
Art. L. 712-1. - La propriete de la marque s'acquiert par l'enregistrement. La
marque peut etre acquise en copropriete. L'enregistrement produit ses effets a
compter de la date de depot de la demande pour une periode de dix ans
indefiniment renouvelable.
Art. R. 714-2 - Le Registre national des marques est tenu par l'Institut
national de la propriete industrielle.
Y figurent, pour chaque marque
1. L'identification du demandeur et les references du depot, ainsi que les actes
ulterieurs en affectant l'existence ou la portee ;
2. Les actes modifiant la propriete de la marque ou la jouissance des droits qui
lui sont attaches en cas de revendication de propriete, I'assignation
correspondante ;
3. Les changements de nom, de forme juridique ou d'adresse ainsi que les
rectifications d'erreurs materielles affectant les inscriptions. Aucune
inscription n'est portee au registre tant que le depot n'est pas publie dans les
conditions prevues a l'article R. 712-8.
Art. R. 714-8 - Toute inscription portee au Registre national des marques fait
l'objet d'une mention au Bulletin officiel de la propriete industrielle.
Toute personne interessee peut obtenir de l'Institut
1. Un certificat d'identite comprenant le modele de la marque, les indications
relatives au depot et a l'enregistrement et, s'il y a lieu, les limitations a la
liste des produits ou services resultant d'un retrait, d'une renonciation ou
d'une decision judiciaire ; 2. Une reproduction des inscriptions portees au
Registre national des marques 3. Un certificat constatant qu'il n'existe pas
d'inscription.
Le Directeur general de l'Institut national de la propriete industrielle
certifie que la marque telle que reproduite ci-contre a ete enregistree et
publiee au Bulletin officiel de la propriete industrielle.
Il afteste par ailleurs qu'il resulte au Registre national des marques que:
X La marque n'a fait l'objet d'aucune limitation a la liste des produits ou
services resultant d'un retrait, d'une renonciation ou d'une decision
judiciaire ;
La marque a fait l'objet d'une limitation a la liste des produits ou services
resultant du(des) retrait(s), de la (des) renonciation(s) ou decision(s)
judiciaire(s) porte(s) au Registre national des marques et reproduit(s) en
annexe au present certificat ( document(s))
La marque a fait l'objet d'une decision rapportant totalement ou partiellement
l'enregistrement (annexee au present certificat) ;
La marque a fait l'objet de la (des) declaration(s) de renouvellemerit
reproduite(s) en annexe au present certificat
La marque n'a fait l'objet d'aucune declaration de renouvellement
Avertissenient Le procede employe ne permet pas,pour l'etablissement do present
certificat, une reproduction fidele do toutes les nuances del marque.
Fait a Paris, le 09 Jan, 1995
Pour le Directeur general do l'Institut
natinal de la propriete industrielle
Le Chef Del Bureau
M. Alex Cyrille
Tel: 42 94 54 55
<PAGE>
Pour tous renseignements concernant ce document, votre interlocuteur a
l'institut:
Bureau des registres nationaux des brevets,
des marques et des dessins et modeles
<PAGE>
EXHIBIT 10.5
<PAGE>
INSTITUT NATIONAL de la PROPRIETE INDUSTRIELLE
26bis, rue de Leningrad - 75800 PARIS CEDEX 08
DEMANDE D'ENREGISTREMENT D'UNE MARQUE
(Loi du 31 decembre 1964)
Cet imprime est a dactylographier en 5 exemplaires conformement aux instructions
donnees au verso
Cases reservees a I'I.N.P.I.
N(degree) D'ENRIGISTREMENT 1722368
N(degree) D'ORDRE
Cases a remplir par le demandeur ou son mandataire
1. NOM ET ADRESSE DE LA PERSONNE A QUI LA CORRESPONDANCE DOIT ETRE ADRESSEE
Societe Scanmad (SARL) - Village d'enterprise
Route des Dolines
SOPHIA ANTIPOLIS
06560 VALBONNE (FRANCE)
LA PERONNE CI DESSUS EST ELLE LE MANDATAIRE? OUI NON
2. LISTE DES PIECES JOINTES
- - -Demande d'enregestrement .........
- - -autant d'exemplaires supplementairs que de classes revendiquees (si le modele
de la marque est en couleurs) .......
- - -1 pouvoir (si le depot est effectue par un mandataire) .......
- - -1 copie officielle de depot etranger (si une priorite est revendiquee) ........
- - -10 exemplaires du reglement (s'il s'agit d'une marque collective ........
- - -Date d'homologation du reglement:
3. DATE et SIGNAUTRE du DEMANDEUR ou de son MANDATAIRE
23/12/89
/S/ P. Tiraboschi Gerant
Cases a remplir par I'I.N.P.I. ou par le Greefe
TAXES PERCUES AU PROFIT DE l'I.N.P.I.
- - -Taxe de depot et de publication 580F
- - -Taxe pour classes de produits ou de services soit pour _____classes 375F S'IL Y
A LIEU:
- - -Taxe de revendication de priorite ..........F
- - -Taxe supplementaire de retard ..........F
(Renouvillement effectue dans les six mois del'expiration du depot precendent).
TOTAL 955F
PROCES-VERBAL DE DEPOT
LIEU de DEPOT
N(degree) et DATE de DEPOT:
HEURE de DEPOT: 10N00
VISA de LINPI ou TIMBRE et VISA du GREFFE: (stamP 005982)
5. Indiquer ci-dessous dans l'ordre: a) les nom, prenoms et domicile du
demandeur (voir au verso point 5 a); s'il y a lieu la mention REPRESENTE (E)
PAR: (faire suivre uniquement du nom du mandataire); b) l'enumeration des
produits ou services; c) le numero des classes correspondantes; d) le cas
echeant, les informations complementaires mentionnees au verso aux points 5 d) a
i).
SOCIETE SCANMAD (SARL) - Village d'entreprise - route des Dolines - SOPHIA
ANTIPOLIS - 06560 VALBONNE (FRANCE).
PRODUITS OU SERVICES DESIGNES: Distributeurs automatiques et mecanismes pour
appareils a prepaiement; machines de change automatique de devises; traitement
de la monnaie; lecteur optique; echangeurs de monnaie. Banques; bureaux de
change; finances; hotellerie; Exploitation de ferreans de camping, highways.
CLASSE DE PRODUITS OU SERVICES; 9. 36.42
REPRESENTATION DEPOSEE EN COULEURS. COULEURS REVENDIQUEES; lettres rouges -
filet noir. FIN DE DOCUMENT.
(seal)
<PAGE>
Lee Trademark Services(R)
CERTIFICATE OF FACSIMILE TRANSMISSION
I hereby certify that this correspondence is being facsimile transmitted to Law
Office 103 of the U.S. Patent and Trademark Office at Fax No. (703) 308-7185 on
November 14, 1996
/s/ Lori Potts 181 South Riverside Avenue , #132
--------------- Croton-on-Hudson, NY 10520
Lori Potts Telephone: (914) 271-2960
(800) 373-2148
November 14, 1996
Assistant Commissioner of Trademarks
Box RESPONSES/NO FEE
2900 Crystal Drive
Arlington, VA 22202
Attn: John A. Tang, Trademark Attorney, Law Office 103
Re: Mark: SCANMAD and Design
U.S. Serial No. 75/059.887
Dear Sir:
Enclosed for filing on behalf of SOCIETE SCANMAD (SARL) is an AMENDMENT and
RESPONSE to Office Action No. 1, dated August 20, 1996, in connection with the
above application.
Please direct all correspondence and/or inquiries regarding this filing to
Applicant's attorney at the following address:
Carina Levintoff, Esq.
Bureau Francis Lefebvre - New York
712 Fifth Avenue
New York, NY 10019
Telephone: (212) 246-8045
Thank you.
Very truly yours,
/s/ Lori Potts
----------------------------------
Lori Potts
Trademark Paralegal-Consultant
Enclosure
cc: Carina Levintoff, Esq.
<PAGE>
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
In re Application of:
SOCIETE SCANMAD (SARL) Law Office: 103
Serial No. 75/059.687 Examining Attorney:
Filed: 2/20/96 John A. Tang
Mark: SCANMAD and Design
Assistant Commissioner for Trademarks
2900 Crystal Drive
Arlington, VA 22202-3513
AMENDMENT AND RESPONSE
Dear Assistant Commissioner:
In response to the Office Action of August 20, 1996, Office Action No. 1, and in
accordance with a telephone conversation with the Examining Attorney, Applicant
hereby submits the following:
1) Please amend the identification of goods as follows:
Automated currency exchange machines, optical readers, and coin change machines
in International Class 9; and
Financial services, namely banking services, currency exchange bureaus, and
currency exchange machine services in International Class 36.
Please delete International Class 42 from the application.
2) Please add the following statement to the application: "The mark shown in the
drawing is lined for the color red."
2
<PAGE>
In view of the foregoing Amendments, and a search of the Office records having
failed to uncover any similar registered or pending marks which would bar
registration under Section 2(d) of the Trademark Act, it is believed that this
application is now in condition for prompt publication for opposition purposes
and such favorable action is therefore requested.
Respectfully submitted,
/s/ Carina Levintoff
-----------------------
Carina Levintoff, Esq.
Attorney for Applicant
Bureau for Applicant
Bureau Francis Lefebvre
712 Fifth Avenue
New York, NY 10019
(212) 246-8045
Dated 11/11/96
I hereby certify that this correspondence is being facsimile transmitted to Law
Office 103 of the US Patent and Trademark Office at Fax No. 703-308-7185 on
November 14, 1996.
/s/ Lori Potts
--------------------
Lori Potts
<PAGE>
UNITED STATES DEPARTMENT OF COMMERCE
Patent and Trademark Office
PAPER NO.
SERIAL NO. APPLICANT
75/059687 SOCIETE SCANMAD (SARL)
MARK ADDRESS:
SCANMAD AND DESIGN Assistant Commissioner
ADDRESS ACTION NO. for Trademarks
2900 Crystal Drive
Carina Levintoff 01 Arlington, VA 22202-3513
Bureau Francis Lefahvre-New York
Please provide in all correspondence:
1. Billing Date, serial number, mark and applicant's name.
2. Mailing Date of this Office action.
3. Examining Attorney's name and Law Office number.
4. Your telephone number and ZIP code.
A PROPER RESPONSE TO THIS OFFICE ACTION MUST BE RECEIVED WITHIN 6 MONTHS FROM
THE DATE OF THIS ACTION IN ORDER TO AVOID ABANDONMENT. For your convenience and
to ensure proper handling of your response, a label has been enclosed Please
attach it to the upper right corner of your response. If the label is not
enclosed, print or type the Trademark Law Office No., Serial No., and Mark in
the upper Right corner of your response.
RE: Serial Number: 75/059687
The assigned examining attorney has reviewed the referenced application and
determined the following.
Search
The examining attorney has searched the Office records and has found no similar
registered or pending mark which would bar registration under Trademark Act
Section 2(d), 15 U.S.C. Section 1052(d). TNEP section 1105.01.
<PAGE>
Identification of Goods
The identification of goods is unacceptable as indefinite.
International Class 09
Automated currency exchange machines, optical readers and coin change machines
are acceptable. However it is unclear what "automated distributors and
mechanisms for prepayment devices; and coin processing" are. The applicant must
submit samples of advertisement or promotional materials. If such materials are
not available, the applicant must submit photographs of similar goods and must
describe the nature, purpose and channels of trade of the goods with which the
applicant has asserted a bona fide intent to use the mark. 37 C. F. R. SectionDS
2.35 AND 2.52(E) tmep SECTION 807.06(A).
If the applicant has any qustions or needs aistant in responding to this Office
action please telephone the assigned eaminng attorney.
John A. Tang
- - -----------------------
John A. Tang, Attorney
Law Office 103
<PAGE>
FILING RECEIPT FOR TRADEMARK APPLICATION Page 01 of 01
03/2996
Receipt on the DATE OF FILING of the application for registration and filing
fees is acknowledged for the mark identified below. The DATE OF FILING
is contingent upon the collection of any payment made by check or draft. Your
application will be considered in the order in which it was received and you
will be notified as to the examination thereof. Correspondence should be
expected from the Patent and Trademark Office in approximately months. When
inquiring about this application, include the SERIAL NUMBER, DATE OF FILING,
OWNER NAME, and MARK. 06
Carina Levintoff TMPRE
Bureau Francis Lefebvre ATTORNEY
772 Fifth Avenue REFERENCE NUMBER
New York, NY 10019
PLEASE REVIEW THE ACCURACY OF ME FILING RECEIPT DATA.
A request for correction to the notice of allowance should be submitted within
30 days to the following address: ASSISTANT COMMISSIONER FOR TRADEMARKS, 2900
CRYSTAL DRIVE, ARLINGTON, VIRGINIA 22202-3513. The correspondence should be
marked to the attention of the Office of Trademark Program Control. The Patent
and Trademark Office will review the request and make corrections when
appropriate.
SERIAL NUMBER: 75/059687 DATE OF FILING: 02/20/1996
MARK: SCANMAD
MARK TYPE(S): TRADEMARK SERVICE MARK
DRAWING TYPE: WORDS, LETTERS, OR NUMBERS AND DESIGN
SECTION 1(A): NO SECTION 1(B): NO SECTION 44: YES
ATTORNEY: Carina Levintoff
OWNER NAME: SOCIETE SCANMAD (SARL)
OWNER ADDRESS: Village d'enterprise, Route des Dolines
Sophia Antipolis
06560 Valbonne
FRANCE
ENTITY: CORPORATION
CITIZENSHIP/DOMICILE: FRANCE
INTERNATIONAL CLASS DATE OF FIRST USE DATE OF FIRST USE IN COMMERCE
ONLY THOSE DATES OF USE AND CLASSES FILED UNDER SECTION 1(A) ARE LISTED
GOODS/SERVICES BY INTERNATIONAL CLASS
009-automated distributors and mechanisms for prepayment devices; automated
currency exchange machines; coin processing; optical readers and coin change
machines 036-financial services including banking services; currency exchange
bureaus 042-exploitation of hotels, campgrounds and highways
ALL OF THE GOODS/SERVICES IN EACH CLASS ARE LISTED
<PAGE>
INSTITUT NATIONAL de la PROPRIETE INDUSTRIELLE
26bis, rue de Leningrad - 75800 PARIS CEDEX 08
DEMANDE D'ENREGISTREMENT D'UNE MARQUE
(Loi du 31 decembre 1964)
Cet imprime est a dactylographier en 5 exemplaires conformement aux instructions
donnees au verso
Cases reservees a I'I.N.P.I.
N(degree) D'ENRIGISTREMENT 1722368
N(degree) D'ORDRE
Cases a remplir par le demandeur ou son mandataire
1. NOM ET ADRESSE DE LA PERSONNE A QUI LA CORRESPONDANCE DOIT ETRE ADRESSEE
Societe Scanmad (SARL) - Village d'enterprise
Route des Dolines
SOPHIA ANTIPOLIS
06560 VALBONNE (FRANCE)
LA PERONNE CI DESSUS EST ELLE LE MANDATAIRE? OUI NON
2. LISTE DES PIECES JOINTES
- - -Demande d'enregestrement .........
- - -autant d'exemplaires supplementairs que de classes revendiquees (si le modele
de la marque est en couleurs) .......
- - -1 pouvoir (si le depot est effectue par un mandataire) .......
- - -1 copie officielle de depot etranger (si une priorite est revendiquee) ........
- - -10 exemplaires du reglement (s'il s'agit d'une marque collective ........
- - -Date d'homologation du reglement:
3. DATE et SIGNAUTRE du DEMANDEUR ou de son MANDATAIRE
23/12/89
/S/ P. Tiraboschi Gerant
Cases a remplir par I'I.N.P.I. ou par le Greefe
TAXES PERCUES AU PROFIT DE l'I.N.P.I.
- - -Taxe de depot et de publication 580F
- - -Taxe pour classes de produits ou de services soit pour _____classes 375F S'IL Y
A LIEU:
- - -Taxe de revendication de priorite ..........F
- - -Taxe supplementaire de retard ..........F
(Renouvillement effectue dans les six mois del'expiration du depot precendent).
TOTAL 955F
PROCES-VERBAL DE DEPOT
LIEU de DEPOT
N(degree) et DATE de DEPOT:
HEURE de DEPOT: 10N00
VISA de LINPI ou TIMBRE et VISA du GREFFE: (stamP 005982)
5. Indiquer ci-dessous dans l'ordre: a) les nom, prenoms et domicile du
demandeur (voir au verso point 5 a); s'il y a lieu la mention REPRESENTE (E)
PAR: (faire suivre uniquement du nom du mandataire); b) l'enumeration des
produits ou services; c) le numero des classes correspondantes; d) le cas
echeant, les informations complementaires mentionnees au verso aux points 5 d) a
i).
SOCIETE SCANMAD (SARL) - Village d'entreprise - route des Dolines - SOPHIA
ANTIPOLIS - 06560 VALBONNE (FRANCE).
PRODUITS OU SERVICES DESIGNES: Distributeurs automatiques et mecanismes pour
appareils a prepaiement; machines de change automatique de devises; traitement
de la monnaie; lecteur optique; echangeurs de monnaie. Banques; bureaux de
change; finances; hotellerie; Exploitation de ferreans de camping, highways.
CLASSE DE PRODUITS OU SERVICES; 9. 36.42
REPRESENTATION DEPOSEE EN COULEURS. COULEURS REVENDIQUEES; lettres rouges -
filet noir. FIN DE DOCUMENT.
(seal)
