Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 4 14K
2: EX-1 Underwriting Agreement 3 14K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 3 13K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 6 27K
5: EX-4 Instrument Defining the Rights of Security Holders 1 9K
6: EX-5 Agreement 2 12K
EX-1 — Underwriting Agreement
| EX-1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 1
COIN BILL VALIDATOR, INC
[Letterhead]
May 24, 1996
Mr. Stephen Katz
20 East Sunrise Highway
Valley Stream, NY 11581
Dear Mr. Katz:
Coin Bill Validator, Inc., a New York corporation (the "Company") is hereby
offering you employment as Chief Executive Officer and you are also becoming
Vice Chairman of the Board of Directors of the Company.
Resolutions duly adopted by the Company electing you to the Board of Directors
and appointing you Vice Chairman of the Board and Chief Executive Officer are
annexed hereto.
The Company shall hereafter use its best efforts to promptly cause such action
to be taken as is required to increase the size of the entire board of
directors from six to nine and to elect to each new directorship a person
designated by you, provided that such person is reasonably acceptable to the
Company. You shall furnish to the board of directors reasonably detailed
biographical information (including the information that would be required to
be disclosed pursuant to Regulation S-K under the Securities Act of 1933)
about each person designate so to be elected to the board. The Company shall
use its best efforts to promptly cause the board of directors to elect each
person so designated by you as a director of the Company, unless the board
determines in good faith that such person is ineligible or unsuitable for such
office, in which case, the board shall within two business days of the date of
such determination provide you written notice of such determination setting
forth in reasonable detail the basis for the ineligibility or unsuitability of
such person to serve as a director. If any person so designated by you is not
elected to be a director of the Company based on such a determination, you
shall have the right to designate another person in lieu of the first person
so designated until three persons designated until three persons designated by
you are elected as directors of the Company.
Page 1 of 3
Stephen Katz (Cont'd)
As an executive employee of the Company you shall be paid a salary at the rate
of $150,000 per year (less all required withholdings and other deductions),
payable in accordance with the Company's normal payroll practices. You will
herefore be eligible for all other associated fringe benefits. You agree that
you will devote such time (which need not be your full time) as is necessary
to carry out your duties as CEO in the establishment of Strategic Planning as
it related to business growth and operations.
Traditional terms of employment agreements will apply to such things as
expenses; basis of termination; nondisclosure; non-competition; successors;
amendment; New York State Law being applicable; serviceability of covenants;
and remedies will apply. Specific copy regarding those issues will be provided
to you by the Company's President for approval in the near future. Until such
time as otherwise agreed to the period of employment is year-to-year or as the
board deems appropriate and nothing herein should limit in any way the
Company's right to terminate employment at any time.
In connection with your employment services as of March 19, 1996 and future
continuing services of employment an option for a period of five years, to
purchase (a) under our 1994 Stock Option Plan 100,000 shares of the Common
Stock of the Company at $6.00 (which is equal to the fair market value of the
Common Stock as of March 19, 1996) and (b) subject to the approval of
Shareholders of the Company of the 1996 Stock Option Plan, 100,000 shares of
the Common Stock of the Company at $6.60 (which is equal to 110% of the fair
market value of the Common Stock, as of March 19, 1996. Such options shall
vest at the rate of 33 1/3% per year beginning one year after the date of
employment (i.e., beginning one year after the date of your employment you may
exercise up to 33 1/3% of your options, beginning two years after the date of
your employment you may exercise up to 66 2/3% of your options, etc.) All
options will be incentive stock options to the maximum extent permissible by
law and to the extent not so permissible shall be non-qualified stock options
and shall have such other terms as will be set forth in the option agreements
between yourself and the Company, which will be executed on an immediate
basis.
Page 2 of 3
Stephen Katz (Cont'd)
As part of this agreement, I as President/CEO agree to relinquish my office of
CEO to you, effective upon your acceptance of same. My office of President
will then also encompass full control of the day-to-day operations of the
companies business as the Chief Operating Officer. Resolutions attached hereto
duly reflect same.
Sincerely and Respectfully,
/s/ William H. Wood
------------------------------
William H. (Bill) Wood
President/CEO
Agreed to and Accepted by:
/s/ Stephen Katz
------------------------------
Stephen Katz
May 24, 1996
------------------------------
Date of Approval
Page 3 of 3
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 6/7/96 | | | | | | | None on these Dates |
| | 5/24/96 | | 1 | | 3 |
| For Period End: | | 5/23/96 |
| | 3/19/96 | | 2 |
| List all Filings |
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