UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
TRINITECH SYSTEMS, INC.
-----------------------
(Name of Issuer)
Common Stock
-----------------------------
(Title of Class of Securities)
896406-10-5
--------------
(CUSIP Number)
Joan Dacey-Seib, Esq.
Jacobs Persinger & Parker
77 Water Street, New York, New York 10005 212-344-1866
- ----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 12, 1998
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because
of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-7(d), check the
following box / /.
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7(b) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 896406-10-5
- -----------------------------------------------------------
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities
only).
Jerome Belson
- -----------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP (See Instructions) (b) /X/
- -----------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
PF
- -----------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
- -----------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -----------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 281,000
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
--------------------------------------
(9) SOLE DISPOSITIVE POWER
281,000
--------------------------------------
(10) SHARED DISPOSITIVE POWER
---
- -----------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
281,000 shares
- -----------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN /X/
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
- -----------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
- -----------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 896406-10-5
- -----------------------------------------------------------
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS(entities
only).
Maxine Belson
- -----------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP (See Instructions) (b) /X/
- -----------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
PF
- -----------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
- -----------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -----------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 30,000
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
--------------------------------------
(9) SOLE DISPOSITIVE POWER
30,000
--------------------------------------
(10) SHARED DISPOSITIVE POWER
---
- -----------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,000 shares
- -----------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
- -----------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- -----------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 896406-10-5
- -----------------------------------------------------------
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities
only).
Matthew Belson
- -----------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP (See Instructions) (b) /X/
- -----------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
PF
- -----------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
- -----------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -----------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 50,000
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
--------------------------------------
(9) SOLE DISPOSITIVE POWER
50,000
--------------------------------------
(10) SHARED DISPOSITIVE POWER
---
- -----------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
50,000 shares
- -----------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
- -----------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
- -----------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 896406-10-5
- -----------------------------------------------------------
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities
only).
The Jerome Belson Foundation, f/k/a The Joseph Belsky
Foundation
- -----------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (a) / /
MEMBER OF A GROUP (See Instructions) (b) /X/
- -----------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
WC
- -----------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
Not applicable.
- -----------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 100,000
REPORTING PERSON --------------------------------------
WITH (8) SHARED VOTING POWER
---
--------------------------------------
(9) SOLE DISPOSITIVE POWER
100,000
--------------------------------------
(10) SHARED DISPOSITIVE POWER
---
- -----------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
100,000 shares
- -----------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
- -----------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- -----------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
CO
- -----------------------------------------------------------
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of Common Stock,
par value $.001 per share (the "Common Stock"), of
Trinitech Systems, Inc. (the "Company"), whose principal
executive office is located at Stamford Harbor Park, 333
Ludlow Street, Stamford, Connecticut 06902.
ITEM 2. IDENTITY AND BACKGROUND
The names and addresses of the persons filing this
Schedule are as follows:
Jerome Belson, whose address is Jerome Belson
Associates, Inc., 495 Broadway, New York, New York 10012.
Jerome Belson is Chairman of the Board of Jerome Belson
Associates, Inc., a real estate management company;
Chairman of the Board of WE Magazine (magazine on lifestyle
of people with disabilities); and President of Associated
Builders and Owners of Greater New York, Inc.
Maxine Belson is a housewife and the spouse of Jerome
Belson. Her address is 197 Rugby Road, Brooklyn, New York
11226.
Matthew Belson is the grandson of Mr. and Mrs. Belson.
He is an associate editor of WE Magazine (magazine on
lifestyle of people with disabilities). His address is 401
Henry Street, Brooklyn, New York 11201.
The Jerome Belson Foundation, a New York not-for-profit
corporation formerly known as The Joseph Belsky Foundation
(the "Foundation"), is organized for educational,
charitable and scientific purposes. The Foundation's
address is 495 Broadway, New York, New York 10012. Jerome
Belson is the President of the Foundation. Certain
information concerning the officers of the Foundation is
set forth in Annex I hereto.
None of Jerome Belson, Maxine Belson, Matthew Belson or
the Foundation has, and to the best of knowledge of Jerome
Belson, Maxine Belson, Matthew Belson and the Foundation,
no person listed in Annex I hereto has, during the past
five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or
(ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which such individual or entity was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
Jerome Belson, Maxine Belson and Matthew Belson are
United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 281,000 shares of
Common Stock of the Company purchased by Jerome Belson is
$1,524,750 including brokerage commissions. Jerome Belson
used his personal funds to purchase such shares of Common
Stock.
The aggregate purchase price of the 30,000 of the
shares of Common Stock of the Company purchased by Maxine
Belson is $210,845 including brokerage commissions. Maxine
Belson used her personal funds to purchase such shares of
Common Stock.
The aggregate purchase price of the 50,000 shares of
Common stock of the Company purchased by Matthew Belson is
$237,650 including brokerage commissions. Matthew Belson
used his personal funds to purchase such shares of Common
Stock.
The aggregate purchase price of the 100,000 shares of
Common Stock of the Company purchased by the Foundation is
$579,849 including brokerage commissions, which funds were
from the Foundation's capital.
Ruth Kessler, the Secretary of the Foundation, is the
beneficial owner of 2,500 shares of Common Stock of the
Company. The aggregate purchase price of the 2,500 shares
of Common Stock of the Company purchased by Mrs. Kessler is
$29,700 including brokerage commissions. Mrs. Kessler used
her personal funds to purchase such shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The purchases of the shares reported in this Schedule
13D were made for the purpose of making an investment in
the Company. Consistent with such purpose, Jerome Belson
has had and expects to continue to have discussions with
management of the Company concerning the Company and the
investment of persons making this filing therein. Jerome
Belson may also engage in such discussions with other
shareholders of the Company.
The persons making this filing may, in the future,
purchase additional shares of the Common Stock of the
Company depending on the price of the shares and
circumstances at the time such acquisitions, if any, are
made. Alternatively, any of the persons making this filing
may at any time determine to realize on such person's
investment in the shares of Common Stock through the sale
of the shares.
The persons making this filing have no present plans or
proposals to effect one or more of the transactions
enumerated in paragraphs (b) to (j) of ITEM 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on November 2, 1998,
Jerome Belson, Maxine Belson, Matthew Belson and The Jerome
Belson Foundation beneficially owned 281,000, 30,000,
50,000 and 100,000 shares, respectively, of the Company for
an aggregate of 461,000 shares representing approximately
5.3% of the outstanding Common Stock of the Company (based
on information from the Company's Quarterly Report on Form
10-QSB for period ended June 30, 1998).
To the best of knowledge of Jerome Belson, Maxine
Belson, Matthew Belson and the Foundation, no person named
in Annex I hereto, except Ruth Kessler, who, on November 2,
1998 was the beneficial owner of 2,500 shares of Common
Stock of the Company, is the beneficial owner of any Common
Stock of the Company.
(b) Each of Jerome Belson, Maxine Belson and Matthew
Belson has the sole power to vote or to direct the vote and
sole power to dispose of or direct the disposition of the
shares of Common Stock of the Company owned by each of
them.
The filers of this Schedule 13D have been advised by
Ruth Kessler that she has the sole power to vote or to
direct the vote and sole power to dispose of or direct the
disposition of the shares of Common Stock of the Company
owned by her.
Under the definition of beneficial ownership in Rule
13d-3 under the Securities Exchange Act of 1934 (the
"Act"), Jerome Belson may also be deemed to be a beneficial
owner of the 100,000 shares of the Company owned by The
Jerome Belson Foundation because Mr. Belson, in his
capacity as president of the Foundation, might be deemed to
have the power to dispose of and vote the shares of the
Company owned by the Foundation. However, neither the
filing of this statement nor any of its contents shall be
deemed to construe an admission that Mr. Belson is the
owner of the shares of the Company beneficially owned by
the Foundation for purposes of Section 13(d) of the Act or
for any other purpose.
(c) During the sixty days preceding October 12, 1998
through November 2, 1998, Jerome Belson bought shares of
Common Stock of the Company as described below. All
transactions were open market transactions made on the
American Stock Exchange.
DATE SHARES BOUGHT PRICE PER SHARE
8/28/98 500 5 7/8
9/2/98 2,000 5 7/8
9/3/98 500 6 1/4
9/3/98 500 6 1/8
9/3/98 500 6 3/8
9/3/98 500 6 1/4
9/3/98 500 6 1/4
9/3/98 500 6 7/16
9/17/98 500 6 15/16
9/28/98 2,000 6 1/4
9/28/98 1,000 6 5/16
9/28/98 2,500 6 5/16
10/6/98 1,000 6 1/4
10/12/98 1,000 5 15/16
10/12/98 1,000 5 15/16
10/12/98 1,000 5 11/16
10/12/98 1,000 5 15/16
10/12/98 2,000 5 13/16
10/12/98 2,000 5 11/16
10/12/98 2,000 5 11/16
10/12/98 2,000 5 11/16
10/12/98 1,000 5 15/16
10/12/98 500 6 1/4
10/13/98 5,000 5 7/8
10/13/98 2,000 5 7/8
10/13/98 2,000 5 7/8
10/13/98 2,000 5 7/8
10/13/98 2,000 5 7/8
10/13/98 1,000 5 7/8
10/22/98 1,000 7
During the sixty days preceding October 12, 1998
through November 2, 1998, Matthew Belson bought shares of
the Company's Common Stock as described below. Such
transactions were open market transactions made on the
American Stock Exchange.
DATE SHARES BOUGHT PRICE PER SHARE
9/3/98 500 6 3/8
9/3/98 500 6 3/8
9/3/98 500 6 3/8
9/3/98 500 6 1/4
9/3/98 500 6 5/16
9/3/98 500 6 1/4
9/3/98 500 6 1/4
9/3/98 500 6 1/8
9/3/98 500 6 5/16
9/3/98 500 6 3/8
9/4/98 500 6 3/4
9/4/98 500 6 7/8
9/4/98 500 6 3/4
9/4/98 500 6 1/2
9/4/98 500 6 9/16
9/4/98 500 6 1/2
9/4/98 500 6 1/2
9/4/98 500 6 1/2
9/4/98 500 6 9/16
9/4/98 500 6 1/2
9/29/98 500 6 1/4
9/29/98 2,000 6 3/16
9/30/98 900 6 1/8
9/30/98 1,000 6 1/4
10/2/98 600 6 1/4
During the sixty days preceding October 12, 1998
through November 2, 1998, the Foundation bought shares of
the Company's Common Stock as described below. Such
transactions were open market transactions made on the
American Stock Exchange.
DATE SHARES BOUGHT PRICE PER SHARE
8/26/98 1,000 5 7/8
8/27/98 1,500 5 7/8
8/28/98 1,000 5 5/8
8/28/98 2,000 5 5/8
8/28/98 2,000 5 5/8
8/28/98 1,000 5 5/8
8/28/98 2,500 5 5/8
8/31/98 2,500 5 5/8
9/1/98 2,100 5 1/2
9/2/98 1,000 6
9/2/98 2,000 6 1/4
9/2/98 2,000 6 1/8
9/2/98 1,400 5 3/4
9/2/98 1,000 6
9/2/98 1,000 5 11/16
9/2/98 1,000 5 11/16
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES
OF THE ISSUER
Pursuant to a letter agreement dated June 9, 1998 as
amended by a letter agreement dated August 4, 1998, in
consideration of the guarantee by Jerome Belson of a
$3,000,000 Line of Credit Agreement between the Company and
Chase Manhattan Bank, the Company agreed to issue to Jerome
Belson a warrant to purchase up to 150,000 shares of Common
Stock of the Company exercisable at any time after issuance
of the warrant until August 4, 2001 at a purchase price of
$6.375 per share.
Except as set forth above, to the best knowledge of the
persons signing this Schedule 13D, none of Jerome Belson,
Maxine Belson, Matthew Belson or the Foundation or any of
the officers of the Foundation is a party to any contract,
arrangement, understanding or relationship (legal or
otherwise) with respect to any Common Stock of the Company,
including but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or
the voting of any Common Stock, finders fees, joint
ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or losses, or
the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Written agreement relating to the filing of a
joint acquisition statement.
Exhibit 2. Letter Agreement dated June 9, 1998 between
Jerome Belson and the Company as amended by a
letter agreement dated August 4, 1998 between
Kevin C. Cassidy, Chief Financial Officer of
the Company and Jerome Belson.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: November 3, 1998
/s/ Jerome Belson
-----------------------------
Jerome Belson
/s/ Maxine Belson
-----------------------------
Maxine Belson
/s/ Matthew Belson
-----------------------------
Matthew Belson
The Jerome Belson Foundation
By: /s/ Jerome Belson
-------------------------
Jerome Belson, President
<PAGE>
ANNEX I
The following is a list of the officers of The Jerome
Belson Foundation:
PRINCIPAL OCCUPTION
NAME AND POSITION AND BUSINESS ADDRESS
Jerome Belson Chairman of the Board of Jerome
- President Belson Associates, Inc.
495 Broadway
New York, New York 10012
Maxine Belson Housewife
- Vice President 197 Rugby Road
Brooklyn, New York 11226
I. Victor Belson Attorney
- Vice President Belson, Perlman & Szuflita
400 Madison Avenue
New York, New York 10017
Brianne Goldstein Housewife
- Treasurer 22 A Putnam Green
Greenwich, CT 06830
Ruth Kessler Executive Secretary
- Secretary Belson Associates, Inc.
495 Broadway
New York, New York 10012
All of the above named individuals are citizens of the
United States.
<PAGE>
EXHIBIT 1
The undersigned hereby agree that the Schedule 13D and
any amendments thereto, filed by Jerome Belson, Maxine
Belson, Matthew Belson and The Jerome Belson Foundation
under the Securities Exchange Act of 1934, (the "Act")
reporting the beneficial ownership of shares of Common
Stock of Trinitech Systems, Inc. may be filed with the
Securities and Exchange Commission pursuant to Rule 13d-
1(k)(1) under the Act on behalf of the undersigned.
Dated: November 3, 1998
/s/ Jerome Belson
-----------------------------
Jerome Belson
/s/ Maxine Belson
-----------------------------
Maxine Belson
/s/ Matthew Belson
-----------------------------
Matthew Belson
The Jerome Belson Foundation
By: /s/ Jerome Belson
-------------------------
Jerome Belson, President
<PAGE>
EXHIBIT 2
Jerome Belson
495 Broadway
New York, New York 10012
(212) 941-9500
June 9, 1998
Mr. Peter Hansen
President
Trinitech Systems, Inc.
333 Ludlow Street
Stamford, Connecticut 06902
Dear Peter:
I am pleased that our meeting with Chase Manhattan
Bank ("Bank") went so well yesterday. Arrangements should
be completed within the next two weeks, subject to your
providing the Bank with the necessary documentation.
Trinitech Systems, Inc. ("Company") will receive a
$3,000,000 Line of Credit with a twenty-four (24) month
term ("Line of Credit"). The Company will draw down
$1,500,000 immediately, and thereafter $300,000 every 90
days up to the available amount. The Company has agreed to
retire the Line of Credit prior to the expiration of the
twenty-four (24) month term.
I am guaranteeing the Line of Credit, and we have
agreed, that should the Company default on the Line of
Credit, you and I will share equally the first 20% of such
loss.
In consideration for my guarantee, the Company shall
issue to me, or my designees 150,000 common stock purchase
warrants ("Warrants") exercisable during the three year
period commencing on the date of issuance at the closing
sale price of the Company's common stock on June 8, 1998.
The Warrants and the shares of common stock underlying
the Warrants (together, the "Shares") shall be included in
any registration statement that the Company files with the
Securities and Exchange Commission (other than in
connection with a merger or pursuant to Form S-4 or Form
S-8 or other comparable forms). In any event, the Company
shall register the Shares within eighteen (18) months from
the date that the Company first draws down from the Line of
Credit. The Company agrees to use its best efforts to have
the Registration Statement declared effective as soon as
practicable.
These arrangements should leave the Company with
maximum flexibility to achieve its goals. If this in
accordance with our understanding, please sign a copy of
this letter and return to my attention.
Cordially,
/s/ Jerome Belson
Jerome Belson
AGREED AND ACCEPTED this
______ day of June, 1998
TRINITECH SYSTEMS, INC.
/s/ Peter Hansen
- ---------------------------
Peter Hansen, President
/s/ Peter Hansen
- ---------------------------
Peter Hansen, Individually
<PAGE>
[Letterhead of Trinitech Systems, Inc.]
August 4, 1998
Mr. Jerome Belson
495 Broadway
New York, NY 10012
Dear Jerome:
This letter will formally amend/clarify the exercise
period, exercise price, registration period and certain
terms of the June 9, 1998 agreement by and between yourself
and Peter K. Hansen.
In consideration for your joint and several guarantee of
the three year $3 million Line of Credit agreement with
Chase Manhattan Bank, Trinitech Systems, Inc. (the
"Company") shall issue to you, Jerome Belson, or your
designees, 150,000 warrants to purchase the Company's
common stock (the "Warrants") exercisable during the three
year period commencing on the date of issuance at the
closing sale of price of the Company's common stock on June
8, 1998 ($6.375 per share).
The warrants and the shares of the Company's common stock
underlying the Warrants (together, the "Shares") shall be
included in any registration statement that the Company
files with the Securities and Exchange (other that in
connection with a merger or pursuant to Form S-4 or Form S-
8 or other comparable forms). In any event, the Company
shall register the Shares within eighteen (18) months from
the date the Company first draws down from the Line of
Credit. The Company agrees to use its best efforts to have
the registration Statement declared effective as soon as
possible.
Very truly yours,
/s/ Kevin C. Cassidy
Kevin C. Cassidy
Chief Financial Officer
AGREED AND ACCEPTED this
6th day of August, 1998
/s/ Jerome Belson
Jerome Belson
