Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2/A Registration Statement 70 236K
2: EX-10.1(A) Agreement of Lease 36 146K
3: EX-10.1(B) Employment Agreement 5 18K
4: EX-10.1(C) Employment Agreement 5 18K
5: EX-10.1(D) Employment Agreement 5 18K
6: EX-10.1(E) Maxima Capital Agreements 14 36K
7: EX-10.1(F) Bbt Agreement 2 9K
8: EX-23.2 Consent of Independent Auditors 1 6K
9: EX-27 Financial Data Schedule 1 7K
EX-10.1(E) — Maxima Capital Agreements
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June 14, 1999
Mr. J. Michel De Montigny
President
GSI Technologies
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7
Subject: Obtaining a listing on the NASD OTC Bulletin Board.
Dear Mr. de Montigny
In order to help you with the ongoing expansion of your company's activities and
to raise capital, we propose obtaining a listing on the NASD OTC BULLETIN BOARD
under RULE 504. This will serve to increase the visibility of the company and
provide a vehicle for the raising of capital for future expansion and projects.
The main elements of the plan are:
o Gain control of an existing U.S. company.
We have identified a possible arrangement with the President of IBC
Corporation (IBC).
o Engage an experienced consulting group to advise on the whole process and
to coordinate and file all of the required documents with the Securities
and Exchange Commission and other authorities.
As part of its compensation, the consulting group would receive a
certain number of shares to be held in trust and equivalent to about
15% of the control group's anticipated holdings of 11,250,000 shares;
as well as cash payments for their services.
o Introduce the company to a Market Maker for the NASD OTC BB.
Attached is a summary of the capital structure we envisage for what would
become "GSI Technologies USA."
In order to determine the feasibility of the transaction outlined in this offer
appropriate due diligence would be performed by Maxima Capital Inc., including a
comprehensive review of the company's legal, tax and accounting activities..
The period from the signing of this offer until the listing on the NASD OTC
Bulletin Board will cover approximately a four month period. We are confident
that GSI Technologies possesses the fundamental corporate characteristics
required to perform on an exchange such as the NASD OTC Bulletin Board and
recommend that you proceed.
Please indicate your acceptance by signing below.
Pierre Saint-Aubin
Vice President Corporate Finance
I accept the proposal subject to normal due diligence.
J. Michel De Montigny
President
GSI Technologies
ATTACHMENT
Capital Structure of GSI Technologies USA Inc.
The total number of authorized shares of IBC Corporation is currently:
5,000,000 Class A shares having a par value of $1.00 and
15,000,000 of Class B shares having a par value of $.001.
The allocation of shares in IBC Corporation, shares would be:
Control Group:
75% or 11,250,000 shares and 3,750,000 warrants and
Private Investors:
25% or 3,750,000 shares and 1,250,000 warrants.
o Private investors would include those who have already contributed to the
capital of GSI Technologies by way of a seed capital transaction in Canada.
In the formation of GSI USA, for their investment of C$1,300,000 for which
they received 650,000 shares in GSI Technologies they would receive
4,550,000 shares in IBC.
o There would be a modification of the charter of IBC Corporation, to replace
the board of directors, and change the name of the company to GSI
Technologies USA Inc.
o To provide for the raising of capital in the future, the number of
authorized shares in IBC would be increased to 55,000,000.
o The shares received, including those of the control group would remain in
trust for a period of one year from the date of the listing on the
exchange. During this period, 25% of a shareholder's position may be sold
per quarter.
June 28, 1999
Mr. J. Michel De Montigny
President
GSI Technologies
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7
Subject: Share Distributions and Consulting Group Compensation for obtaning a
listing on the NASD OTC Bulletin Board.
Dear Mr. de Montigny
Further to our mandate of June 14 to assist you in obtaining a listing on the
NASD OTC BULLETIN BOARD under RULE 504, we recommend that the consulting group's
allocation of shares to be held in trust be as follows:
SHARES WARRANTS
Maxima Capital Inc. 281,250 375,000
9017-8245 Quebec Inc. 281,250
W.A.F.A. Corporation 662,500 75,000
O.S.F.A. Corporation 175,000 75,000
Paul Roy 175,000 75,000
9064-6167 Quebec Inc. 175,000 75,000
Power Group Consultants LLC 50,000
Andre Desjardins 25,000
Yours truly,
Pierre Saint-Aubin
Vice President Corporate Finance
August 17, 1999
Mr. J. Michel De Montigny
President,
GSI Technologies
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7
Subject: Obtaining a listing on the NASD OTC Bulletin Board.
Dear Mr. de Montigny:
To facilitate your listing on the NASD OTC BULLETIN BOARD, we advise that our
fee for consulting services will be $4,000 per month over the period of four
months required to achieve the listing. "GSI Technologies USA" will reimburse
Maxima a total of $12,000 under this part of the consulting group's overall
mandate.
Please indicate your acceptance by signing below.
Pierre Saint-Aubin
Vice President Corporate Finance
Accepted:
J. Michel De Montigny
President
GSI Technologies
August 17, 1999
Mr. J. Michel De Montigny
President,
GSI Technologies USA Inc.,
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7
Subject: Offering Circular and Subscriptions
Dear Mr. de Montigny:
As part of our mandate to manage the raising of funds by way of a private
placement, this is to confirm our agreement that our finder fee compensation
will be at a rate of US$200 per hour of actual time spent to a maximum of
$100,000. The appropriate distribution will be determined at a later date and I
will advise you accordingly.
Please indicate your acceptance by signing below.
For Maxima Capital Inc.,
Pierre Saint-Aubin
Vice President Corporate Finance
For 9017-8245 Quebec Inc.,
Pierre Saint-Aubin
Accepted:
J. Michel De Montigny
President
GSI Technologies USA Inc.
August 17, 1999
Mr. J. Michel De Montigny
President
GSI Technologies
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7
Subject: Obtaining a listing on the NASD OTC Bulletin Board.
Dear Mr. de Montigny
To further assist you in the current project of transforming IBC Corporation, we
recommend the engagement of BBT Consulting Group LTD. They would arrange for the
engagement and compensation of a qualified U.S. attorney, assist with the
processing of required documentation, as well as arrange for market makers.
They have indicated that the fees for their services would be US$25,000 at the
signing of the agreement and US$25,000 payable 10 days following the listing.
In addition to the cash compensation, BBT would also receive 500,000 shares and
500,000 warrants.
We should meet with Mr. David Amsel who is based here in Montreal at your
earliest convenience.
Pierre Saint-Aubin
Vice President Corporate Finance
TRUSTEE AGREEMENT
BETWEEN: GSI TECHNOLOGIES USA INC., a corporation legally constituted in the
State of Delaware, the head office being situated at 721 S.E. 17th
Street, suite 200 in Fort Lauderdale, Florida (33316) and represented
by its President, J. MICHEL De MONTIGNY, duly authorised as he so
declares
(hereinafter called the "Corporation")
AND: MAXIMA CAPITAL INC., a corporation legally constituted and situated at
321 de la Commune W. Suite 100 in Montreal, Quebec H2Y 2E1,
represented by Mr. Pierre SAINT-AUBIN duly authorised as he so
declares
(hereinafter called the " Trustee")
--------------------------------------------------------------------------------
WHEREAS the Corporation wishes to proceed with an offering of its shares in the
form of units as described in the draft "Offering Circular" (the "Circular")
dated September 1999, which is attached to the present agreement, and, each unit
comprising one common share and one warrant, anticipates issuing a minimum of
THREE HUNDRED THOUSAND (300,000) and a maximum of ONE MILLION (1,000,000) shares
and an equal number of warrants; and
WHEREAS the Trustee consents, subject to the terms and conditions of this
agreement, to act as a Trustee for the receipt of subscriptions to the
Corporation's units.
THE PARTIES THEREFORE AGREE ON THE FOLLOWING:
1. Definitions and interpretation
1.1 The terms and expressions used in the present agreement will have the
meaning which has been agreed to in the "Circular" unless the current
agreement stipulates differently.
2. Mode of subscription and deposit of funds
2.1 The Corporation's offering of units will be made by way of a Circular,
duly filed with the Securities Exchange Commission of the United
States.
2.2 For as long as the minimum offer has not been subscribed, the Trustee
will keep in trust all subscription forms and checks received. It is
also understood that checks or money orders will be cashed on receipt.
2.3 All funds intended for the acquisition of the Corporation's securities
and the interest applicable to these amounts will be kept by the
Trustee in order to be distributed in the manner described hereafter.
3. Closing session
3.1 If the minimum offer is subscribed in the period stated in the
Circular, the Trustee will return to the Corporation all subscription
forms duly completed and received to date for acceptance by the
Corporation.
3.2 On the same date, the Trustee will remit to the Corporation a
certificate stating the number and the exact amount of subscriptions
received and accepted by the Corporation, and which are being held by
the Trustee in accordance to the current agreement.
3.3 During the closing session, the Trustee will pay to the Corporation
the net amount of the current issuance, representing 100% of the
subscriptions received and accepted and taking into account the normal
clearing period in effect at the Trustee's financial institution.
3.4 The Corporation will promptly reimburse the Trustee all sums that have
been given to him and not accepted as payment by the issuing
institution .
4. Compensation of Trustee
4.1. The Corporation will pay the Trustee the fees agreed upon as well as
all expenses incurred by the Trustee in the exercise of his duties and
responsibilities.
5. Trustee's responsibilities
5.1 The Corporation agrees to compensate and relieve the Trustee of all
responsibility concerning (i) all costs and expenses incurred by the
Trustee regarding any legal procedures taken by him in order to have
the terms of this agreement respected and (ii) all fees and damages
claimed by a third party attributable from any action or any omission
by the Trustee or its representatives or employees in the exercise of
their duties. However, the Trustee will not be compensated or relieved
of damages, losses, complaints, or responsibility attributable to his
own voluntary negligence or fraudulence, or that of his
representatives.
5.2 Except for the modes of evidence required or permitted by this
agreement, the Trustee will be free to accept an attestation of a
declaration of facts in the form of a letter signed by the Corporation
as convincing proof from the latter or as authorisation from the
latter to follow up on all of the Corporation's instructions and the
Trustee will not be required in any way to require further proof or
will in any way be held responsible for losses resulting from his
failure to do so. However, by this agreement, the Corporation agrees
to compensate and to relieve the Trustee of all responsibility for
expenses or damages claimed from the Corporation by a third party.
6. Notice
6.1. All notices, directives or all other document required or permitted in
the current agreement must be presented in writing and in reasonable
delays, either by prepaid mail or delivered to the designated sender's
address, as follows:
In the case of the Corporation:
GSI TECHNOLOGIES USA INC.
Att: Mr. J. Michel de MONTIGNY
721, S.E. 17TH Street
Suite 200
Fort Lauderdale (Florida)
33316
In the case of the Trustee:
MAXIMA CAPITAL INC.
Att: Mr. Pierre Saint-Aubin
321, de la Commune ouest
Montreal (Quebec)
H2Y 2 E1
All notices, directives or any other document remitted as described
above, will be considered to have been remitted on the day to which it
has been delivered or on the second working day following the day of
expedition if sent by mail, the stamp seal in witness whereof.
In case of a mail strike or a slowing in work affecting the place of
sending or of destination, this period of interruption will not be
considered.
7. General disposition
7.1 If he so desires, the trustee may resign and may be relieved of all
tasks and responsibilities as described in this agreement. However, a
one-month notice in writing must be sent to the Corporation although a
shorter time notice would be acceptable. In case of the Trustee's
resignation or in the event of his inability to assume his
responsibilities, his successor will be chosen by the Corporation.
The new trustee will have all the power, rights and responsibilities
stated in the present agreement.
7.2 The current agreement will terminate with the closing session for the
investment.
7.3 The Corporation acknowledges that no direct or indirect publicity
using or mentioning the trustee's name can be aired without his
written consent. However, this consent will not be required for the
Corporation's Circular.
8. Applicable Law
8.1. This agreement will be subject and interpreted in accordance with the
laws of the Province of Quebec
IN WITHNESS THEREOF, the parties herein have signed in Montreal, on October 19,
1999.
GSI TECHNOLOGIES USA INC.
---------------------------------------
Par: J. MICHEL de MONTIGNY
President
THE TRUSTEE
MAXIMA CAPITAL INC.
---------------------------------------
Par: PIERRE SAINT-AUBIN
Vice-President Corporate Finance
PROXY
WHEREAS the undersigned, as well as other shareholders, have received shares of
GSI TECHNOLOGIES USA INC. as a promoter, initial subscriber or in payment for
services rendered at $0.001 per share;
WHEREAS the undersigned and other shareholders may receive warrants;
WHEREAS each and every shareholder has agreed to sign a proxy;
WHEREAS other investors have acquired common shares in GSI TECHNOLOGIES USA INC.
for the sum of $1.00 per share in accordance with the Offering Circular which
authorises the issuance of a minimum of 300,000 shares and a maximum of
1,000,000 shares;
WHEREAS the undersigned desires equitable treatment for the investors mentioned
herein who have paid $1.00 per share;
WHEREAS it is necessary to protect the value of the shares of GSI TECHNOLOGIES
USA INC. on the stock exchange, which has a direct impact on the equity of the
company;
WHEREAS the undersigned desires to abide by certain terms and conditions
relevant to the sale of the shares in his possession;
THEREFORE, IT IS AGREED THAT:
1. The above is an integral part of the present proxy;
2. The undersigned hereby gives an irrevocable proxy to the committee
identified below for a period of TWENTY-FOUR (24) months as of the signing
date of this agreement, for the management of the rules applicable to the
sale of shares in the possession of the undersigned;
3. The following are the nominees of the committee created for the purpose of
this proxy:
J. MICHEL DE MONTIGNY, President
JAMES A. HONE, Vice-President
In the event of resignation, death or incapacity to act of a member of the
committee, the remaining member will nominate a person of his choice to act
on behalf of the former member.
4. The undersigned undertakes, as part of this agreement, to open an account,
in accordance with the account management agreement, with the broker,
MAXIMA CAPITAL INC., located at:
MAXIMA CAPITAL INC.
Att: Mr. Pierre SAINT-AUBIN
321, de la Commune ouest
bureau 100
Montreal, (Quebec) H2Y 2E1
5. MAXIMA CAPITAL INC. will act as the broker for the current agreement. A
letter of acceptance from MAXIMA CAPITAL INC. is attached to the present
agreement as Attachement A. For any transactions performed by his
intermediary, a commission equivalent to the one charged by the market for
this type of transaction, will be paid to MAXIMA CAPITAL INC. by each
shareholder that sells shares.
6. The undersigned can sell his shares or shares acquired following the
exercise of his warrants in accordance with the above conditions and the
following limitations:
- TWENTY PERCENT (20%) non-cumulative per week for all shareholders
holding TWO HUNDRED THOUSAND (200 000) shares or less;
- TEN PERCENT (10%) non-cumulative per week for all associated persons,
directors and shareholders with more than TWO HUNDRED THOUSAND (200
000) shares;
- ONE HUNDRED (100%) per week for all shareholders holding FIFTY
THOUSAND (50 000) shares or less;
7. The minimum selling price for the shares must be the highest value of the
day prior to the sales notice as described below;
8. All shareholders, prior to a sale of their shares, must advise the
committee in writing. The notice submitted by the shareholder must describe
the number of shares to be sold and the sale price desired;
9. Upon receipt of said notice, the committee will offer to the other
shareholders the possibility of buying in whole or in part the share lot
being tendered by the shareholder. Shareholders receiving the offer will
have TWENTY-FOUR (24) hours to advise the Committee in writing of their
intention, if any, to buy the tendered shares. If written notice is not
received within TWENTY-FOUR (24) hours, the offer will be considered to
have been declined;
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10. In the event there are no shareholders interested in acquiring the shares,
or, if only a portion of the tendered lot is acquired by the recipient
shareholders, the Committee will advise the broker, MAXIMA CAPITAL INC, who
will sell the said shares as quickly as possible according to the market
available for the shares, all of which is as outlined in the conditions
described in the notice to the offering shareholder. A copy of the notice
transmitted to MAXIMA CAPITAL INC, will be forwarded to the offering
shareholder;
11. The undersigned cannot, without the written consent of the Committee, which
consent can be withheld without valid reason, to mortgage, to pawn, to
deposit as security or to give as guarantee, under any form, those shares
which form part of this proxy.
12. The undersigned cannot transfer those shares which form part of this
agreement without the written consent of the Committee, given that the
ceding shareholder must sign and agree to be bound by the present proxy;
13. The undersigned recognises that the rules enforced by the "Securities
Exchange Commission" take precedence over the application of the present
agreement;
14. All documents attached to the proxy and initialled by the undersigned for
identification are an integral part of the present proxy;
15. Except for clauses with specific provisions, every notice required by the
present proxy is sufficient if it is in writing and if it is sent by a mode
of communication by which the sender can retain proof of the transmission
to the receiver.
16. The proxy binds the undersigned, as well also his successors, heirs,
legatees, liquidators, administrators, and all other legal agents, and
which is concluded for their benefit;
IN WITNESS THEREOF, THE UNDERSIGNED HAS SIGNED THIS AGREEMENT IN
________________,ON ______________2000.
Dates Referenced Herein
| Referenced-On Page |
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This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 4/25/00 | | | | | | | None on these Dates |
| | 10/19/99 | | 11 |
| | 8/17/99 | | 5 | | 7 |
| | 6/28/99 | | 4 |
| | 6/14/99 | | 1 |
| List all Filings |
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