Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB40 Form 10-Ksb 405 36 155K
4: EX-10.10 Change of Control Agreement-John L. Fenstermaker 4 20K
5: EX-10.11 Change of Control Agreement-David S. Hood 4 21K
6: EX-10.12 Change of Control Agreement-Oscar R. Jones 4 21K
7: EX-10.13 Cit Group/Equipment Financing Master Lease No. 1 11 55K
8: EX-10.14 Cit Group/Equipment Financing Equip. Sch. 2 13 43K
9: EX-10.15 Cit Group/Equipment Financing Schedule No. 3 7 26K
2: EX-10.8 Change of Control Agreement-John R. Smith 4 20K
3: EX-10.9 Change of Control Agreement-Michael J. Newman 4 20K
10: EX-23.1 Consent of Price Waterhouse LLP 1 6K
11: EX-27 Financial Data Schedule 2 8K
EX-10.14 — Cit Group/Equipment Financing Equip. Sch. 2
Exhibit Table of Contents
EXHIBIT 10.14
EQUIPMENT SCHEDULE NO. 02, dated November 12, 1997, to Master Lease Agreement,
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dated
June 18, 1997, between THE CIT GROUP/EQUIPMENT FINANCING, INC. ("Lessor")
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and
Staodyn, Inc. ("Lessee").
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This Equipment Schedule incorporates the terms and conditions of the above-
referenced Master Lease Agreement.
This is Originally Executed Copy No. 1 of 1 originally executed copies. Only
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transfer of possession by Lessor of Originally Executed Copy No. 1 shall be
effective for purposes of perfecting an interest in this Schedule by possession.
The Equipment listed on this Schedule will be located at
5802 Breckenridge Parkway Tampa Hillsborough FL 33610
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Address City County State Zip Code
LEASE TERM: The term of this Lease for the items described in this Schedule
shall be 60 months.
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RENTALS: For said term or any portion thereof, Lessee shall pay to Lessor the
stated aggregate rentals, of which $3,050.47 is herewith paid in advance and the
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balance of the rentals is payable in 59 equal, successive, monthly payments as
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stated, of which the first is due on the first monthly rental date set forth
below, and the others on a like date of each month thereafter, until fully paid.
[Enlarge/Download Table]
Item Description of Equipment Aggregate Monthly
No. (Include make, kind of unit, year, model and serial number.) Rental Rental
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1 One IBM AS/400 computer system with serial number 620-2179 together $151,000.00 $3,050.47
with all additions, attachments and replacements thereto and proceeds
thereof.
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[Download Table]
Date Date of Renewals Purchase
Item Lease Term First Monthly (No. of Years and Option
No. Commences Rental Amount per Year) Price
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1 12/18/97 12/18/97 n/a $1.00
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Page 1 of 2
The Lease term commences on 12-18-97.
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The first Monthly Rental is due on 12-18-97.
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The Lease term may be renewed for _______ months with the Monthly Rental for
such renewal term of n/a .
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The Lessee has the option to purchase the Equipment as of the last day of the
initial Lease term for $1.00.
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Special Provisions Instructions
ACCEPTED:
LESSEE:
Staodyn, Inc.
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By /s/ Michael J. Newman Title V.P. - Finance
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LESSOR:
The CIT Group/Equipment Financing, Inc.
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By /s/ Undrae L. Mitchell Title CREDIT ANALYST
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Page 2 of 2
RIDER A
TO EQUIPMENT SCHEDULE NO. 2 DATED NOVEMBER 12, 1997
TO MASTER LEASE AGREEMENT DATED JUNE 18, 1997 BETWEEN
THE CIT GROUP/EQUIPMENT FINANCING, INC. AS LESSOR AND
STAODYN, INC., AS LESSEE
Lessee represents, warrants and agrees that as long as there is any obligations
owing by the Lessee to Lessor:
1. The Lessee shall not have the right to prepay the indebtedness due under the
Lease, in whole or in part, at any time during the first loan year.
2. The Lessee shall have the right to prepay the indebtedness due under the
Lease in whole but not in part, during the second, third, or fourth lease years,
provided that Lessee gives Lessor at least 30 days prior written notice of its
intention to prepay and in addition to the prepayment of all principal, accrued
interest, late charges and other amounts due under the Lease, Lessee pays a
prepayment fee equal to:
(a) five percent (5%) of the principal prepaid if such prepayment occurs
during the fourth lease year,
(b) four percent percent (4%) of the principal prepaid if such prepayment
occurs during the third lease year,
(c) three percent (3%) of the principal prepaid if such prepayment occurs
during the second lease year,
(d) two percent (2%) of the principal prepaid if such prepayment occurs
during the first lease year.
3. The term "lease year" as used herein, shall mean a period of twelve (12)
consecutive months. The first lease year shall commence 12-18-97. Subsequent
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lease years shall run consecutively, each commencing on the anniversary of the
first lease year.
STAODYN, INC. THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By: MICHAEL J. NEWMAN By: UNDRAE L. MITCHELL
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Title: V.P - Finance Title: Credit Analyst
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Date: 12/2/97 Date: 12/18/97
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BILL OF SALE
TO
THE CIT GROUP/EQUIPMENT FINANCING, INC.
KNOW ALL MEN BY THESE PRESENTS THAT: The Undersigned, a corporation with a
principal place of business at 1225 Ken Pratt Blvd. Longmont, CO 80502 (herein
---------------------------------------
called the "Seller"), for and in consideration of the sum of One Dollar ($1) and
other good and valuable consideration, receipt of which is hereby acknowledged,
does hereby grant, sell, assign, transfer, and set over unto The CIT
Group/Equipment Financing, Inc., a New York corporation (herein called the
"Buyer"), its successors and assigns, all right, title, and interest of the
Seller in and to the personal property described below (and, if any additional
page is annexed hereby as Exhibit A, listed and described in said Exhibit A)
together with all parts and accessories attached thereto (all such personal
property, parts, and accessories attached thereto (all such personal property,
parts, and accessories being here collectively called the "Equipment"), TO HAVE
AND TO HOLD for its and their own use and benefit forever.
Quantity Manufacturer Model/Feature Serial Number Description Cost Per Unit
-------- ------------ ------------- ------------- ----------- -------------
1 IBM AS/400 computer 620-2179 $151,000.0
system
The Seller hereby represents and warrants to the Buyer, its successors and
assigns: (i) that the Equipment is new and unused; (ii) that the Seller has full
legal and beneficial title to the Equipment and the good and lawful right to
sell the same; and (iii) that good and marketable title to the Equipment is
hereby duly vested in the Buyer free and clear of all claims, liens,
encumbrances, and rights of others of any nature. The Seller hereby covenants
and agrees to defend such title forever against all claims and demands
whatsoever.
IN WITNESS WHEREOF, the Seller has caused this Bill of Sale to be executed and
delivered by its duly authorized officer on ______________________.
Seller:
Staodyn, Inc.
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By /s/ Michael J. Newman Title V.P. - Finance
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(CORPORATE SEAL)
Page 1 of 1
AFFIDAVIT
To: The CIT Group/Equipment Financing, Inc.
900 Ashwood Parkway, Suite 600
Atlanta, GA 30338
Staodyn, Inc. does hereby certify that, upon proper execution of the certain
Equipment Schedule No. 2 dated November 12, 1997, to Master Lease Agreement,
dated June 18, 1997, between Staodyn, Inc., Lessee and The CIT Group/Equipment
Financing, Inc., as Lessor, the equipment described below was owned free and
clear by Lessee.
Equipment
One (1) IBM AS/400 computer system with Serial Number 620-2179 together with all
additions, attachments and replacements thereto and proceeds thereof.
Staodyn, Inc.
By: /s/ Michael J. Newman
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Title: V.P. - Finance
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State of Colorado
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County of Boulder
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Sworn to and subscribed before me this 6th day of December, 1997.
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/s/ Joanne M. Roth 12-7-97
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Notary Public My commission expires
DELIVERY AND INSTALLATION CERTIFICATE
To: THE CIT GROUP/EQUIPMENT FINANCING, INC.
900 Ashwood Parkway
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Address
Atlanta GA 30338
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City State Zip Code
The undersigned hereby certifies that all of the goods, chattels and equipment
(all hereinafter called "equipment") described in the Equipment Schedule No. 2
dated November 12, 1997 to Master Lease Agreement dated June 18, 1997 between
The CIT Group/Equipment Financing, Inc. as Lessor and the undersigned as Lessee,
(the "Lease") have been furnished to the undersigned at the location designated
in the Lease, that delivery and installation of the equipment have been fully
completed as required, and that the equipment has been inspected and accepted by
the undersigned as satisfactory on November 17, 1997. The undersigned
-----------------
understands that you are relying on the foregoing certification in your purchase
of the equipment described in the Lease and, to induce you to purchase the
equipment, the undersigned agrees to settle all claims, defenses, setoffs and
counterclaims it may have with
Data Systems International ("Seller") directly with the Seller and will not set
--------------------------
up any thereof against you, that its obligation to you is absolute, and that you
are neither the manufacturer, distributor nor seller of the equipment and have
no knowledge or familiarity with it.
One IBM AS/400 computer system with serial number 620-2179 together with all
additions, attachments, replacements thereof and proceeds thereto.
Dated: 11-17-97
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LESSEE:
Staodyn, Inc.
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Name of individual, corporation or partnership
By Michael J. Newman Title V.P. - Finance
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If corporation, have signed by President, Vice President or Treasurer, and
give official title.
If owner or partner, state which.
Page 1 of 1
11/12/97
-----------------
Date
THE CIT GROUP/EQUIPMENT FINANCING, INC.
900 Ashwood Parkway
-------------------
Atlanta, GA 30338
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Gentlemen:
You are irrevocably instructed to pay to each of the parties named below the
amounts set forth opposite each of their names in connection with your
acquisition of the property covered by Equipment Schedule Number 2 dated
November 12, 1997 to Master Lease Agreement dated June 18, 1997, between us as
follows:
Payee Name Amount
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Staodyn, Inc. $ 22,650.00
Data Systems International $128,350.00
Total $151,000.00
Very truly yours,
STAODYN, INC.
By: /s/ Michael J. Newman
----------------------
LANDLORD'S WAIVER AND CONSENT
For use with retail transactions where CIT is Lessor in all States except
Arizona and California
12/11/97
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TO: DATE
THE CIT GROUP/EQUIPMENT FINANCING, INC.
900 Ashwood Parkway
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Address
Atlanta GA 30338
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City State Zip Code
In consideration of the lease (the "Lease") by The CIT Group/Equipment
Financing, Inc. ("CIT") to
Staodyn, Inc.
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Lessee
of the following described personal property: (FULL DESCRIPTION OF PERSONAL
PROPERTY)
One IBM AS/400 computer system with serial number 620-2179 together with all
additions, attachments, replacements thereto and proceeds thereof.
hereinafter referred to as "Collateral," now installed, to be installed or kept
at:
5802 Breckenridge Parkway Tampa FL 33610
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ADDRESS CITY STATE ZIP CODE
(hereinafter called the "Premises"), the undersigned landlord of the Premises by
these presents consents to the installation of the Collateral on the Premises
and does waive and relinquish to CIT and its assigns all right of levy for rent
and all claims and demands of every kind against the Collateral, installed or
to be installed or kept at the Premises, at any such time as there are any
obligations or indebtedness owing by Lessee to CIT under the Lease or under any
present or future agreement between Lessee and CIT. The undersigned agrees that
the Collateral shall not become part of the freehold and may be repossessed by
CIT and its assigns at any time.
Page 1 of 6
WITNESS the hand and seal of the undersigned landlord the day and year above
written.
Roycom Summit REIT
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Landlord
Property Manager as Agent for
By [SIGNATURE ILLEGIBLE] Title Roycom Summit REIT
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If corporation, have signed by President, Vice President or Treasurer and give
official title.
If owner or partner, state which.
5411 Beaumont Center Blvd. #755
--------------------------------
Address
Tampa FL 33634
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City State Zip Code
Signed, sealed and delivered in the presence of:
Demetra Elliott
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Witness
207 Fairfield St., Oldsmar, FL 34677
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Home Address
Dawn M. Szenas
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Witness
7209 Five Point Cr., #302 Tampa, FL 33634
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Home Address
EXECUTE APPLICABLE ACKNOWLEDGMENT OR PROOF.
Page 2 of 6
ACKNOWLEDGMENTS
NOTARY PUBLIC SHOULD ALWAYS AFFIX OFFICIAL SEAL AFTER ASCERTAINING THAT
ACKNOWLEDGMENT IS MADE CORRECTLY. FOR EACH TRANSACTION, USE AN ORIGINAL FOR EACH
RECORDING REQUIRED, ONE MORE ORIGINAL FOR THE CIT GROUP/EQUIPMENT FINANCING,
INC., AND A COPY FOR THE LANDLORD.
ACKNOWLEDGMENT BY INDIVIDUAL OR PARTNER (EXCEPT IN SOUTH CAROLINA)
STATE OF Florida, COUNTY OF Hillsborough, SS.:
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I, Demetra Elliott , a Notary Public duly qualified in and for said County and
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State, do hereby certify that on December 11, 1997 , in 405 N. Reo St., #160
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Tampa, FL 33609 (place) in said County, before me personally appeared _________.
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FOR INDIVIDUAL
to me personally well known as and to be the identical person named and
described in and party to and who executed in his (her) own proper handwriting
and whose name is subscribed to the within and foregoing and annexed instrument
of writing bearing date as therein indicated, and produced and delivered the
same before me and who, upon being first duly sworn by me, stated that (s)he
knows the contents of said instrument and acknowledged that (s)he signed,
sealed, executed and delivered the same as and to be his (her) free, lawful and
voluntary act and deed for the uses, purposes and consideration therein
mentioned and contained and set forth.
Given under and witness my hand and official seal the day and year in this
certificate first above written.
Notary Seal [DEMETRA ELLIOTT SEAL] Notary Public /s/ Demetra Elliott
---------------------
FOR PARTNERSHIP
to me personally well known and known as and to be a member of the partnership
of __________________________________ and the identical person described in and
party to and who executed in said partnership name the within and foregoing and
annexed instrument of writing bearing date as therein indicated, and produced
and delivered the same before me, who, upon being first duly sworn by me, stated
that (s)he knows the contents of said instrument and (s)he duly acknowledged to
me that (s)he signed, sealed and delivered the same in said partnership name as
and for and to be his (her) and said partnership's free, lawful and voluntary
act and deed for the uses, purposes and consideration therein mentioned and
contained and set forth.
Given under and witness my hand and official seal the day and year in this
certificate first above written.
Page 3 of 6
Notarial Seal Notary Public __________________
Notary Public in and for __________________ County, State of ___________________
Residing at ____________________________________________________________________
My Commission expires
__________________________________ ACKNOWLEDGMENT BY CORPORATION
EXCEPT IN DISTRICT OF COLUMBIA AND SOUTH CAROLINA
STATE OF _________________________ COUNTY OF _______________________________ SS:
I hereby certify that on ____________________ in ____________________ (place) in
said County, before me ______________________, a Notary Public duly qualified in
Name of Notary Public
and for the County of __________________, State of _________________, personally
appeared ________________________________, to me personally well known to be the
Name of Officer who Signed
identical person who signed the within and foregoing instrument of writing in
his (her) own proper handwriting and well known to me to be and who has
acknowledged himself (herself) to be the ____________________________________ of
Title of Officer
______________________________________, the corporation which executed the same,
Name of Corporation
and produced and delivered the same before me, and who, being by me first duly
sworn, did say that (s)he is such officer of the aforesaid corporation, the
within named landlord; and being authorized so to do, executed the foregoing
instrument; that (s)he was duly authorized to execute said instrument for and in
the name of said corporation and make this acknowledgment;
that (s)he knows the contents of said instrument; that (s)he resides at
_______________________________; that (s)he knows the seal of said corporation;
that the seal affixed to said instrument is the corporate seal of said
corporation; that said instrument was signed, sealed and delivered on behalf of
said corporation by authority of its by-laws or by resolution of its Board of
Directors, and said __________________________________________________ (person)
acknowledged that (s)he executed said instrument as his (her) free, true and
lawful act and deed and the free, true, lawful and corporate act and deed of
said corporation, in pursuance of said authority by him (her) in his (her) said
capacity and by said corporation voluntarily executed for the uses, purposes and
consideration therein mentioned and contained and set forth, by signing the name
of the corporation by himself (herself) as such officer.
Witness my hand and official seal the day and year in this certificate first
above written.
Page 4 of 6
_________________________________________________________________ NOTARY PUBLIC
Notary Public in and for __________________ County, State of ___________________
Residing at ____________________________________________________________________
Notarial Seal My Commission expires _________________
CORPORATE ACKNOWLEDGMENT
DISTRICT OF COLUMBIA, SS.: I, ___________________ a Notary Public in and for the
District of Columbia, do hereby certify that _____________________, who is named
in the above instrument as attorney in fact for _____________________________, a
corporation, the corporate party to a certain instrument of waiver and consent
bearing date on _____________________, and hereto and hereto annexed, personally
appeared before me in said District, who being personally well known to me as
the person named in the above instrument as attorney in fact for the said
corporation, acknowledged the said waiver and consent to the corporate act and
deed of said corporation and that he delivered the same as such.
Given under my hand and seal this date ________________________________________.
____________________________________________ NOTARY PUBLIC, DISTRICT OF COLUMBIA
Notarial Seal
PROOF BY SUBSCRIBING WITNESS
STATE OF SOUTH CAROLINA
COUNTY OF _____________________.
Before me, the undersigned notary public, personally appeared the undersigned
witness, who, being sworn, deposed and said that (s)he saw _____________________
Name of Landlord
by __________________________________ its ________________________________ sign,
Person who signed for Landlord Title of person who signed
seal and deliver the foregoing instrument and that (s)he, together with the
other witness subscribing above, witnessed the execution thereof.
5 of 6
SWORN TO and subscribed before me on ____________________________
_________________________________________________________________
Witness
_________________________________________________________________
Home Address
Notary Public ____________________________________
Notarial Seal Notary Public for ________________________________
My Commission expires ____________________________
Page 6 of 6
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10KSB40’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 2/25/98 | | | | | | | None on these Dates |
| | 12/11/97 | | 10 |
| For Period End: | | 11/30/97 |
| | 11/17/97 | | 6 |
| | 11/12/97 | | 1 | | 7 |
| | 6/18/97 | | 1 | | 7 |
| List all Filings |
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