Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Form S-1 Registration Statement 55 283K
2: EX-2.1 Agreement and Plan of Reorganization 12 47K
3: EX-3.(I) Articles of Incorporation as Amended 7 27K
4: EX-3.(II) Bylaws 8 36K
5: EX-4.1 Statement Re: Series A Preferred Stock 2± 10K
6: EX-4.2 Statement Re: Series B Preferred Stock 4 27K
7: EX-4.3 Warrant to Purchase Common Stock Issued to Anthony 5 33K
8: EX-5.1 Opinion Regarding Legality 2 13K
9: EX-10.1 Stock Option Plan 13 57K
17: EX-10.10 Consulting Agreement With Dennis E. Hecker 2 15K
18: EX-10.11 Non-Qualified Stock Option Agreement 3 16K
10: EX-10.2 Evelyn Felice Loan Documents 2 15K
11: EX-10.3 Mark Moldenhauer Loan Documents 8 33K
12: EX-10.4 Pinnacle Financial Corporation Loan Documents 3 17K
13: EX-10.5 Eastlane Trading Loan Documents 2 14K
14: EX-10.6 Norwest Loan Documents 86 308K
15: EX-10.7 Mike and Debbie Stuart Loan Documents 1 11K
16: EX-10.8 Purchase of Goodwill Agreement With Jbs, LLC 3 17K
19: EX-21 Subsidiaries of the Registrant 1 7K
20: EX-23 Consent of Price Kong & Company, P.A. 1 8K
21: EX-27 Financial Data Schedule 1 11K
EX-10.3 — Mark Moldenhauer Loan Documents
| EX-10.3 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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PROMISSORY NOTE
$150,000.00 Dated October 17, 1997
Principal Amount State of Arizona
This Promissory Note is hereby entered into on the 17th day of
October, 1997 by and between Auto Network USA, Inc., an Arizona corporation
having its office at 8135 E. Butherus, Suite 3, Scottsdale, Arizona 85260
AND Jeff Erskine, an individual residing at 26031 N. Palomino Trail,
Scottsdale, Arizona 85255, both personally and for and on behalf of Auto
Network USA, Inc., AND Mike Stuart, an individual residing at 9118 E. Topeka
Dr., Scottsdale, Arizona 85255, AND John Carrante, an individual, residing
at 9634 N. 120th Street, Scottsdale, Arizona 85259, hereinafter referred to
as the BORROWERS, AND,
Mark Moldenhauer whose address is 13215 Braun Road, Golden, Colorado
8040 1, hereinafter referred to as the LENDER.
Borrowers hereby jointly and severally promise to pay to the order of
Mark Moldenhauer the sum of One hundred FIFTY thousand dollars
($150,000-00), together with interest thereon at the rate of twelve percent
(I 2%) per annum on the unpaid balance. Said sum shall be paid as follows:
Interest payments of one thousand five hundred dollars ($1,500.00)
payable in arrears on the ]7th day of each month beginning November 17,
1997; and,
The principal amount of $150,000.00 shall be payable on November 17,
1999 unless such termination of this Note shall occur in which case all
principal amount shall become immediately due and payable.
This note may be prepaid, in full, at any time, without penalty. The
proceeds from this Note shall at all times be solely used to
acquire motor vehicles for resale and their titles shall also serve as
security and as collateral against the eventual repayment of this Note.
Lender shall have the right to verify and confirm this collateral at any
time and violation of this security shall be cause for the immediate
termination of this Note.
This Note shall be immediately due and payable upon the failure to
make any payment due herein and/or upon the resignation or removal of Mr.
Stuart as a Director of Auto Network USA, Inc..
In the event this Note shall be in default, and placed with an
attorney for collection, then the undersigned agree to pay all reasonable
attorney fees and costs of collection. All payments hereunder shall be made
to such address as shown above or as may from time to time be designated by
Lender. Default interest shall be at eighteen percent (I 8%) per annum.
The undersigned and all other parties to this Note, whether as
endorsers, guarantors or sureties, agree to remain fully bound hereunder
until this note shall be fully
PROMISSORY Note PAGE 2
paid and waive demand, Presentment and Protest and all notices thereto and
further agree to remain bound, notwithstanding any extension, renewal,
modification, waiver, their indulgence by any holder or upon the discharge or
release of any obligor hereunder or to this note, or upon the exchange,
substitution, or release of any collateral granted as security for this note.
No modification or indulgence by any holder hereof shall be binding unless in
writing; and any indulgence on any one occasion shall not be an indulgence
for any other or future occasion. Any modification or change of terms,
hereunder granted by any holder hereof, shall be valid and binding upon each
of the undersigned, notwithstanding the acknowledgment of any of the
undersigned, and each of the undersigned does hereby irrevocably grant to
each of the others a power of attorney to enter into any such modification on
their behalf. The rights of any holder hereof shall be cumulative and not
necessarily successive. This note shall take effect as a sealed instrument
and shall be cons ' trued, governed and enforced in accordance with the laws
of the State(*first appearing at the head of this note. The undersigned
hereby execute this note as principals and not as sureties.
Signed in the presence of-
/S/ DEBBIE STUART /S/ JEFF ERSKINE
Witness AutoNetwork USA, Inc.
Jeff Erskine,
President
INDIVIDUAL BORROWERS AND GUARANTORS
We the undersigned jointly and severally guaranty the prompt and
punctual payment of all moneys due under the aforesaid note and agree to remain
bound until fully paid.
Signed in the presence of:
/S/ DEBBIE STUART /S/ JEFF ERSKINE
Witness Jeff Erskine, Individual
Guarantor
/S/ DEBBIE STUART /S/ MIKE STUART
Witness Mike Stuart, Individual
Guarantor
/S/ DEBBIE STUART /S/ JOHN CARRANTE
Witness John Carrante, Individual
Guarantor
PROMISSORY NOTE
$300,000.00 Dated: January 15, 1998
Principal Amount State of Arizona
This Promissory Note is hereby entered into on the 15th day of
January, 1998 by and between Auto Network USA, Inc., an Arizona
corporation having its office at 8135 E. Butherus, Suite 3, Scottsdale,
Arizona 85260, AND,
Mark Moldenhauer, whose address is 13215 Braun Road, Golden, Co 8040 1,
hereinafter referred to as the LENDER.
Borrowers hereby jointly and severally promise to pay to the order of
Mark Moldenhauer the sum of three hundred thousand dollars ($300,000.00),
together with interest thereon at the rate of twelve percent (I 2%) per annum
on the unpaid balance. Said sum shall be paid as follows:
Interest payments of three thousand hundred dollars ($3,000.00) payable
in arrears on the ]5th day of each month beginning February 15, 1998, and,
The principal amount of $300,000.00 shall be payable on January 15, 1999
unless such termination of this Note shall occur in which case all principal
amount shall become immediately due and payable.
This Note replaces the Note between the parties dated December 15, 1997.
This note may be prepaid, in full, at any time, without penalty. The
proceeds from this Note shall at all times be solely used to
acquire motor vehicles for resale and their titles shall also serve as
security and as collateral against the eventual repayment of this Note.
Pinnacle shall have the right to verify and confirm this collateral at any
time and violation of this security shall be cause for the immediate
termination of this Note.
At the Lender's sole option, at any time, this Note shall be convertible
into Auto Network USA, Inc. common stock at a rate of $0. 1 0 per share. Said
conversion extend for the term of thirty days after the ten-n of this Note.
This Note and option is transferable at the Lender's sole discretion.
In the event this Note shall be in default, and placed with an attorney
for collection, then the undersigned agree to pay all reasonable attorney fees
and costs of collection. All payments hereunder shall be made to such address
as shown above or as may from time to time be designated by Pinnacle. Default
interest shall be at eighteen percent (I 8%) per annum.
The undersigned and all other parties to this Note, whether as
endorsers, guarantors or sureties, agree to remain fully bound hereunder until
this note shall be fully
PROMISSORY NOTE PAGE 2
paid and waive demand, presentment and protest and all notices thereto and
further agree to remain bound, notwithstanding any extension, renewal,
modification, waiver, or other indulgence by any holder or upon the discharge
or release of any obligor hereunder or to this note, or upon the exchange,
substitution, or release of any collateral granted as security for this note.
No modification or indulgence by any holder hereof shall be binding unless in
writing; and any indulgence on any one occasion shall not be an indulgence for
any other or future occasion. Any modification or change of terms, hereunder
granted by any holder hereof, shall be valid and binding upon each of the
undersigned, notwithstanding the acknowledgment of any of the undersigned, and
each of the undersigned does hereby irrevocably grant to each of the others a
power of attorney to enter into any such modification on their behalf The
rights of any holder hereof shall be cumulative and not necessarily
successive. This note shall take effect as a sealed INSTRUMENT AND SHALL BE
CONSTRUED, GOVERNED AND ENFORCED IN accordance with the laws of the State
first appearing at the head of this note. The undersigned hereby execute this
note as principals and not as sureties.
Signed in the presence of:
/S/ JEFF ERSKINE /S/ MIKE STUART
Witness Auto Network USA, Inc.
Jeff Erskine Mike Stuart, President
SECURED PROMISSORY NOTE
$102,000.00 Dated March 31, 1998
Principal Amount State of Arizona
This Promissory Note is hereby entered into on the 31st day of March, 1998
by and between Auto Network USA, Inc., an Arizona corporation having its office
at 8135 E. Butherus, Suite 3, Scottsdale, Arizona 85260, hereinafter referred to
as the BORROWER, AND
Mark Moldenhauer whose address is 13215 Braun Road, Golden, Colorado
80401, hereinafter referred to as the LENDER.
Borrower hereby promises to pay to the order of Mark Moldenhauer the sum
of One Hundred Two Thousand Dollars ($102,000.00), together with interest
thereon at the rate of twelve percent (12%) per annum on the unpaid balance.
Said sum shall be paid as follows:
The principal amount of $102,000.00 and interest in the amount of
$1,020.00 for a total of $103,020.00 shall be due and payable on April 30, 1998
unless such termination of this Note shall occur in which case all principal
amount shall become immediately due and payable.
This note may be prepaid, in full, at any time, without penalty. This Note
may be extended at the option of the Lender on a month to month basis with prior
written approval.
The proceeds from this Note shall at all times be solely used to acquire
motor vehicles for resale and their titles shall also serve as security and as
collateral against the eventual repayment of this Note. Lender shall have the
right to verify and confirm this collateral at any time and violation of this
security shall be cause for the immediate termination of this Note.
This Note shall be immediately due and payable upon the failure to make
any payment due herein and/or upon the resignation or removal of Mr.
Stuart as a Director of Auto Network USA, Inc..
In the event this Note shall be in default, and placed with an attorney
for collection, then the undersigned agree to pay all reasonable attorney fees
and costs of collection. All payments hereunder shall be made to such address as
shown above or as may from time to time be designated by Lender. Default
interest shall be at eighteen percent (18%) per annum.
The undersigned and all other parties to this Note, whether as endorsers,
guarantors or sureties, agree to remain fully bound hereunder until this note
shall be fully
PROMISSORY NOTE PAGE 2
paid and waive demand, presentment and protest and all notices thereto and
further agree to remain bound, notwithstanding any extension, renewal,
modification, waiver, or other indulgence by any holder or upon the discharge or
release of any obligor hereunder or to this note, or upon the exchange,
substitution, or release of any collateral granted as security for this note. No
modification or indulgence by any holder hereof shall be binding unless in
writing; and any indulgence on any one occasion shall not be an indulgence for
any other or future occasion. Any modification or change of terms, hereunder
granted by any holder hereof, shall be valid and binding upon each of the
undersigned, notwithstanding the acknowledgment of any of the undersigned, and
each of the undersigned does hereby irrevocably grant to each of the others a
power of attorney to enter into any such modification on their behalf. The
rights of any holder hereof shall be cumulative and not necessarily successive.
This note shall take effect as a sealed instrument and shall be construed,
governed and enforced in accordance with the laws of the State first appearing
at the head of this note. The undersigned hereby execute this note as principals
and not as sureties.
Signed in the presence of:
/S/DEBBIE STUART /S/ MIKE STUART
Witness Auto Network USA, Inc.
Mike Stuart, President
SECURED PROMISSORY NOTE
$300,000.00 Dated April 7, 1998
Principal Amount State of Arizona
This Promissory Note is hereby entered into on the 7th day of April, 1998
by and between Auto Network USA, Inc., an Arizona corporation having its office
at 8135 E. Butherus, Suite 3, Scottsdale, Arizona 85260, hereinafter referred to
as the BORROWER, AND
Mark Moldenhauer whose address is 13215 Braun Road, Golden, Colorado 8040
1, hereinafter referred to as the LENDER.
Borrower hereby promises to pay to the order of Mark Moldenhauer the sum
of Three Hundred Thousand Dollars ($300,000.00), together with interest thereon
at the rate of twelve percent (12%) per annum on the unpaid balance.
Said sum shall be paid as FOLLOWS:
The principal amount of $300,000.00 and interest in the amount of
$3,000.00 for a total of $303,000 shall be due and payable on May 7, 1998 unless
such termination of this Note shall occur in which case all principal amount
shall become immediately due and payable.
This note may be prepaid, in full, at any time, without penalty. This Note
may be extended at the option of the Lender on a month to month basis with prior
written approval.
The proceeds from this Note shall at all times be solely used to acquire
motor vehicles for resale and their titles shall also serve as security and as
collateral against the eventual repayment of this Note. Lender shall have the
right to verify and confirm this collateral at any time and violation of this
security shall be cause for the immediate termination of this Note.
This Note shall be immediately due and payable upon the failure to make
any payment due herein and/or upon the resignation or removal of Mr. Stuart
as a Director of Auto Network USA, Inc..
In the event this Note shall be in default, and placed with an attorney
for collection, then the undersigned agree to pay all reasonable attorney fees
and costs of collection. All payments hereunder shall be made to such address as
shown above or as may from time to time be designated by Lender. Default
interest shall be at eighteen percent (I 8%) per annum.
The undersigned and all other parties to this Note, whether as endorsers,
guarantors or sureties, agree to remain fully bound hereunder until this note
shall be fully
PROMISSORY NOTE PAGE 2
paid and waive demand, presentment and protest and all notices thereto and '
further agree to remain bound, notwithstanding any extension, renewal,
modification, waiver, or other indulgence by any holder or upon the discharge or
release of any obligor hereunder or to this note, or upon the exchange,
substitution, or release of any collateral granted as security for this note. No
modification or indulgence by any holder hereof shall be binding unless in
writing; and any indulgence on any one occasion shall not be an indulgence for
any other or future occasion. Any modification or change of terms, hereunder
granted by any holder hereof, shall be valid and binding upon each of the
undersigned, notwithstanding the acknowledgment of any of the undersigned, and
each of the undersigned does hereby irrevocably grant to each of the others a
power of attorney to enter into any such modification on their behalf The rights
of any holder hereof shall be cumulative and not necessarily successive. This
note shall take effect as a sealed instrument and shall be construed, governed
and enforced in accordance with the laws of the State first appearing at the
head of this note. The undersigned hereby execute this note as principals and
not as sureties.
Signed in the presence of:
/S/ ROGER BUTTERWICK /S/ MIKE STUART
Witness Auto Network USA, Inc.
Mike Stuart, President
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/17/99 | | 1 | | | | | None on these Dates |
| Filed on: | | 5/17/99 |
| | 1/15/99 | | 3 |
| | 5/7/98 | | 7 |
| | 4/30/98 | | 5 |
| | 4/7/98 | | 7 |
| | 3/31/98 | | 5 |
| | 2/15/98 | | 3 |
| | 1/15/98 | | 3 |
| | 12/15/97 | | 3 |
| | 11/17/97 | | 1 |
| | 10/17/97 | | 1 |
| List all Filings |
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