Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 84 323K
Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 21 66K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 21K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 3 16K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws 12 39K
6: EX-4.1 Instrument Defining the Rights of Security Holders 2 14K
7: EX-10.1 Material Contract 10 52K
16: EX-10.10 Material Contract 6 28K
17: EX-10.11 Material Contract 23 78K
18: EX-10.12 Material Contract 53 150K
19: EX-10.13 Material Contract 19 58K
20: EX-10.14 Material Contract 2 17K
21: EX-10.15 Material Contract 20 55K
22: EX-10.16 Material Contract 1 12K
23: EX-10.17 Material Contract 7 48K
24: EX-10.18 Material Contract 2 15K
25: EX-10.19 Material Contract 15 62K
8: EX-10.2 Material Contract 17 53K
26: EX-10.20 Material Contract 8± 42K
27: EX-10.21 Material Contract 10 35K
28: EX-10.22 Material Contract 5 32K
29: EX-10.23 Material Contract 5 33K
30: EX-10.24 Material Contract 5 34K
31: EX-10.25 Material Contract 5 20K
32: EX-10.26 Material Contract 3 21K
33: EX-10.27 Material Contract 17± 78K
34: EX-10.28 Material Contract 3 23K
35: EX-10.29 Material Contract 8 41K
9: EX-10.3 Material Contract 8 30K
36: EX-10.30 Material Contract 4 27K
37: EX-10.31 Material Contract 16 76K
10: EX-10.4 Material Contract 4 23K
11: EX-10.5 Material Contract 6± 33K
12: EX-10.6 Material Contract 10 40K
13: EX-10.7 Material Contract 13 51K
14: EX-10.8 Material Contract 8 24K
15: EX-10.9 Material Contract 2 17K
38: EX-21.1 Subsidiaries of the Registrant 1 10K
39: EX-27.1 Financial Data Schedule (Pre-XBRL) 1 14K
VENTURE
BANKING GROUP
February 12, 1998
Alta Vista Technology, Inc. dba Magicbit
1671 Dell Avenue, Suite 209
Campbell, CA. 95008
Attn: Jack Marshall
President
Re: Revolving Line of Credit
Dear Jack:
We are pleased to commit to you the following credit facility ("Credit
Facility") subject to the terms and to the prior satisfaction of the conditions
set forth below. This commitment letter agreement is not meant to be, nor shall
it be construed as, an attempt to define all of the terms and conditions
involved in this financing. Rather, it is intended only to outline certain of
the basic points of our understanding around which the final terms and
documentation are to be structured. Further negotiations adding to or modifying
the general scope of these major terms shall not be precluded by the issuance of
this commitment letter agreement and its acceptance by you.
I. PARTIES
Lender: CUPERTINO NATIONAL BANK & TRUST ("Lender")
Borrower: Alta Vista Technology ("Borrower")
II. THE CREDIT FACILITY
Amount: Up to $200,000
Loan Cap: Borrowings under the line will be limited to $100,000 until
fulfillment of the milestone covenants and payment of the
additional loan fee.
A DIVISION OF CUPERTINO NATIONAL BANK
Three Palo Alto Sqare. Suite 150. Palo Alto, CA 94306. 415.813.3819. Fax 415.
843. 6969. Website: www.venlen.com
Alta Vista Technology, Inc.
Commitment Letter
February 12, 1998
Page 2
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Purpose: To supplement short term working capital needs.
Maturity: The loan under the Credit Facility shall have a maturity date of one
year from the date of documents.
Interest Rate: Interest shall accrue at the rate of 2.0% over Lender's
Prime Rate. Interest shall be calculated on the basis of a
360 day year, actual days lapsed. Upon fulfillment of the
milestone covenants and payment of the additional fee, the
interest shall accrue at the rate of 1.0% over Lenders Prime
Rate.
Loan Fee: $1,000
Additional Loan Fee: An additional $500 loan fee will be paid upon fulfillment of
The milestone covenants to remove the loan cap.
Repayment: Advances under the Credit Facility shall be repaid on or
Before maturity with interest payable monthly.
Loan Documentation: The terms and conditions of the Credit Facility shall be set
Forth in the loan agreement and, and the indebtedness shall be
evidenced by a promissory note.
III.SUPPORT
Security: The Borrower shall grant a first priority security interest in all of
its corporate assets, including but not limited to, accounts
receivable inventory with proceeds thereof, equipment and all
other tangible and intangible assets.
IV.REPRESENTATINOS, WARRANTIES, COVENANTS AND CONDITIONS
Specifically included, without limitation, will be the following:
Advances against the borrowing base shall not exceed 70% of eligible accounts
receivable, not to exceed $100,000. Upon fulfillment of the milestone covenants
and
payments of the additional
AltaVista Technology, Inc.
Commitment Letter
February 12, 1998
Page 3
loan fee, the Loan Cap will be removed and advances against the borrowing base
shall not exceed 70% of eligible accounts receivable, not to exceed $200,000.
Loan advances are subject to a "satisfactory" initial A/R examination. Bank to
perform A/R exams at Borrower's expense on an annual basis, or at any time the
Bank deems appropriate.
Bank shall remain the primary bank depository.
Borrower shall provide CPA-audited financial statements to the Bank annually
within 120 days of each fiscal year-end.
Borrower shall provide monthly financial statements in form and substance
satisfactory to the Bank within 30 days of each Fiscal month-end.
Borrower shall provide the Bank with monthly A/R and A/P agings within 15 days
of monthend, with supporting Borrowing Base Certificates.
The following financial covenants shall be tested monthly unless otherwise
noted.
Financial Covenants
--------------------
Minimum Quick Ratio (Cash plus Accounts Receivable) of 1.20.
Minimum Tangible Net Worth (TNW) of $75,000.
Maximum Debt to TNW (Total Liabilities to Tangible Net Worth) of 2.50.
Borrower shall maintain quarterly profitable operations under the following
schedule:
[Enlarge/Download Table]
Net Profit after tax for the quarter ended March 31, 1998 of greater than $20,000.
Net Profit after tax for the quarter ended June 30, 1998 of greater than $30,000.
Net Profit after tax for the quarter ended September 30, 1998 of greater than $50,000.
Net Profit after tax for the quarter ended December 31, 1998 of greater than $75,000.
Upon achievement of the following milestone covenants, Borrower may elect to
remove the Loan Cap after payment of the additional fee.
Milestone Covenants
--------------------
Minimum Quick Ratio (Cash plus Accounts Receivable) of 1.50.
Minimum Tangible Net Worth (TNW) of $600,000.
Maximum Debt to TNW (Total Liabilities to Tangible Net Worth) of 1.50.
AltaVista Technology, Inc.
Commitment Letter
February 12, 1998
Page 4
Minimum Quarterly Net Profit After Tax of greater than zero.
Note: Tangible Net Worth is calculated excluding existing Shareholder and
Employee Notes Receivable as intangible.
Borrower shall maintain adequate hazard insurance with the Bank named as "Loss
Payee".
Borrower shall not make further shareholder loans or employee advances without
prior written Bank Approval.
Borrower shall notify the Bank immediately if it becomes involved in any
litigation.
Borrower shall not declare or pay any cash dividend on the capital stock of
Borrower, or purchase or acquire in any way for consideration, any shares of
such capital stock.
Borrower shall not acquire through stock purchases, or otherwise, the assets or
business of any other person or entity, and not liquidate or dissolve, merge or
consolidate with any other person or entity by purchase, sale or otherwise.
Borrower shall not change the present character of the business.
Conditions: The obligations of the Lender to advance under the Credit
Facility shall be subject to the prior and continuing
satisfaction of certain conditions including:
i) Receipt by the Lender from the Borrower of reasonable certificates,
authorizations and closing documentation's evidencing the
satisfaction or the ability to satisfy the requirements of the
Credit Facility.
ii) Execution and recordation of the security documents.
iii) No material adverse changes in the financial conditions or results
of Operations of the Borrower.
This commitment letter agreement is provided to you solely for the purpose
described herein and may not be disclosed to or relied upon by any other part
without the Lender's prior written consent.
AltaVista Technology, Inc.
Commitment Letter
February 12, 1998
Page 5
Upon default by you under any of the conditions of this agreement, or any other
documents executed by you in connection with this credit accommodation, the
credit shall, at the option of the Bank, immediately terminate and all sums of
interest and principal remaining unpaid on loans made and notes issued shall
become immediately due and payable without notice.
No failure or delay on the part of the Bank to exercise any power or right under
this agreement or declare a default hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any other right.
This agreement, and all other documents executed in connection with the credit,
shall be governed and construed under the laws of the State of California.
Borrower shall reimburse Bank for all costs, expenses and reasonable attorney's
fees incurred by Bank in enforcing this agreement or in collecting any sum which
becomes due Bank on any loan made or note issued hereunder.
AltaVista Technology, Inc.
Commitment Letter
February 12,1998
Page 6
If the foregoing terms and conditions are satisfactory to you, please indicate
your acceptance of this commitment by signing and returning the enclosed copy of
this letter. In reliance upon such acceptance we shall thereafter commence
documentation of the Credit Facility on the understanding that our expense,
including fees of our counsel, incurred after the date of your acceptance will
be immediately reimbursed by you whether or not this Credit Facility is
consummated.
Your agreement to borrow and our agreement to lend are subject to your and our
acceptance and execution of the Note. The commitment set forth in this letter
will expire unless your acceptance has been received by us prior to 5:00 p.m. on
February 20, 1998 commitment set forth in this letter will expire even after
your acceptance, if the loan documents and instructions have not been executed
and delivered prior to 5:00 P.M. on March 13, 1998.
We appreciate the opportunity to make this proposal to you and hope it lays the
foundation for a long and mutually satisfactory relationship.
Very truly yours,
CUPERTINO NATIONAL BANK & TRUST
s. Guy A. Syty
-----------------
Guy A. Syty
Commercial Lender
Venture Banking Group
The undersigned has read the foregoing letter, understands its terms and
conditions, and agree that Borrower, Alta Vista Technology, Inc. shall be bound
in accordance thereby.
s. Jack Marshall
------------------
Jack Marshall
Alta Vista Technology, Inc.
Date February 20,1998
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 7/13/99 | | | | | | | None on these Dates |
| | 12/31/98 | | 3 |
| | 9/30/98 | | 3 |
| | 6/30/98 | | 3 |
| | 3/31/98 | | 3 |
| | 3/13/98 | | 6 |
| | 2/20/98 | | 6 |
| | 2/12/98 | | 1 | | 5 |
| List all Filings |
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