Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 78 466K
2: EX-3.1.1 Certificate of Incorporation 7 33K
3: EX-3.2.1 By-Laws of the Registrant 16 66K
4: EX-10.1.1 1996 Stock Option Plan 13 38K
5: EX-10.2.1 Lease Agreement Dated March 1, 1989 29 134K
6: EX-10.2.2 Lease Agreement Dated November 1, 1992 8± 30K
7: EX-10.2.3 Lease Agreement Dated January 3, 1991 39± 146K
8: EX-10.2.4 Lease Agreement Dated Dated December 1994 25 109K
9: EX-10.2.5 Lease Agreement Dated March 1993 11± 48K
10: EX-10.3.1 Revolving Loan & Security Agreement 46 142K
11: EX-22 List of Subsidiaries 1 5K
12: EX-23.2 Consent of Grant Thornton 1 7K
13: EX-27 ƒ Financial Data Schedule 1 10K
EX-10.2.2 — Lease Agreement Dated November 1, 1992
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EXHIBIT 10.2.2
TITLE CLOSED December 31, 1992
COMMERCIAL LEASE AND DEPOSIT RECEIPT
RECEIVED FROM The Andrews Company hereinafter referred to as LESSEE, the sum
of $4,500.00 (Four Thousand Five Hundred and No/100 DOLLARS), evidenced by
Personal check, as a deposit which, upon acceptance of this lease, shall belong
to Lessor and shall be applied as follows:
[Download Table]
RECEIVED PAYABLE PRIOR TO OCCUPANCY
-------- ---------------------------
Rent for the period from
November 1, 1992 to November 30, 1992... $ -0- $ 2,250.00
Security deposit .......................... $ -0- $ 2,250.00
Other...................................... $ -0- $ -0-
TOTAL...................................... $ -0- $ 4,500.00
In the event that this lease is not accepted by the Lessor within 15
days, the total deposit received shall be refunded.
Lessee hereby offers to lease from Lessor the promises situated in the
City of Carson City, County of Lyon, State of Nevada, described as 35 Stokes
Drive upon the following TERMS and CONDITIONS:
1. TERM: The term hereof shall commence on November 1, 1992, and expire on
October 31, 1994.
2. RENT: The total rent shall be $2,250/Mo, (gross), payable as follows:
due on the 1st. A late penalty will be imposed in the amount of $100, if
not paid by the tenth.
All rents shall be paid to Owner or his authorized agent, at the
following address: Miles Bros. Construction -- 27 Affonso Dr.,
Carson City, NV 89706 or at such other places as may be designated by
Owner from time to time.
3. USE: The premises are to be used for the operation of Andrews Company
-- drywall tool manufacturing and for no other purpose, without prior
written consent of Lessor.
4. USES PROHIBITED: Lessee shall not use any portion of the premises for
purposes other than those specified hereinabove, and no use shall be ??
permitted to be made upon the premises, nor acts done, which will
increase the existing rate of insurance upon the property, or cause
cancellation of insurance policies covering said property. Lessee shall
not conduct or permit any sale by auction on the premises.
5. ASSIGNMENT AND SUBLETTING: Lessee shall not assign this lease or sublet
any portion of the premises without prior written consent of the Lessor,
which shall not be unreasonably withheld. Any such assignment or
subletting without consent shall be void and, at the option of the
Lessor, may terminate this lease.
6. ORDINANCES AND STATUTES: Lessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal
authorities now in force, or which may hereafter be in force, pertaining
to the premises, occasioned by or affecting the use thereof by Lessee.
The commencement or pendency of any state or federal court abatement
proceeding affecting the use of the premises shall, at the option of the
Lessor, be deemed a breach hereof.
7. MAINTENANCE, REPAIRS, ALTERATIONS: Lessee acknowledges that the
premises are in good order and repair, unless otherwise indicated
herein. Lessee shall, at his own expense and at all times, maintain the
premises in good and safe condition and shall surrender the same, at
termination hereof, in as good condition as received, normal wear and
tear excepted. Lessor shall be responsible for all repairs required
including the roof, exterior walls, structural foundations, and: --
which shall be maintained by Lessor. Lessee shall also maintain in good
condition such portions adjacent to the premises, such as sidewalks,
driveways, lawns and shrubbery, which would otherwise be required to be
maintained by Lessor.
No improvement or alteration of the premises shall be made
without the prior written consent of the Lessor. Prior to the
commencement of any substantial repair, improvement, or alteration,
Lessee shall give Lessor at least two (2) days written notice in order
that Lessor may post appropriate notices to avoid any liability for
liens.
Lessee shall not commit any waste upon the premises, or any
nuisance or act which may disturb the quiet enjoyment of any tenant in
the building.
8. ENTRY AND INSPECTION: Lessee shall permit Lessor or Lessor's agents to
enter upon the premises at reasonable times and upon reasonable notice
for the purpose of inspecting the same and will permit Lessor at any
time within sixty (60) days prior to the expiration of this lease, to
place upon the premises any usual "To Let" or "For Lease" signs, and
permit persons desiring to lease the same to inspect the premises
thereafter.
9. INDEMNIFICATION OF LESSOR: Lessor shall not be liable for any damage or
injury to Lessee, or any other person, or to any property, occurring on
the demised premises or any part thereof, and Lessee agrees to hold
Lessor harmless from any claims for damages, no matter how caused.
10. POSSESSION: If Lessor is unable to deliver possession of the premises
at the commencement hereof, Lessor shall not be liable for any damage
caused thereby, nor shall this lease be void or voidable, but Lessee
shall not be liable for any rent until possession is delivered. Lessee
may terminate this lease if possession is not delivered within 30 days
of the commencement of the term hereof.
11. INSURANCE: Lessee, at his expense, shall maintain plate glass and
public liability insurance including bodily injury and property damage
insuring Lessee and Lessor with minimum coverage as follows: tenant to
maintain liability and contents in the amount of $500,000.00
Lessee shall provide Lessor with a Certificate of Insurance
showing Lessor as additional insured. The Certificate shall provide for
a ten-day written notice to Lessor in the event of cancellation or
material change of coverage. Lessor shall cover fire and all risks
insurance.
To the maximum extent permitted by insurance policies which may
be owned by Lessor or Lessee. Lessee and Lessor, for the benefit of
each other, waive any and all rights to subrogation which might
otherwise exist.
12. UTILITIES: Lessee agrees that he shall be responsible for the payment
of all utilities, including water, gas, electricity, heat and other
services delivered to the premises.
13. SIGNS: Lessor reserves the exclusive right to the roof, side and rear
walls of the Premises. Lessee shall not construct any projecting sign or
awning without the prior written consent of Lessor which consent shall
not be unreasonably withheld.
14. COPY CUT OFF
15. CONDEMNATION: If any part of the premises shall be taken or condemned
for public use, and a part thereof, hereunder, this lease shall, as to
the part taken, terminate as of the date the condemnor acquires
possession, and thereafter Lessee shall be required to pay such
proportion of the rent for the remaining term as the value of the
premises remaining bears to the total value of the premises at the date
of condemnation; provided however, that Lessor may at his option,
terminate this lease as of the date the condemnor acquires possession.
In the event that the demised premises are condemned in whole, or that
such portion is condemned that the remainder is not susceptible for use
hereunder, this lease shall terminate upon the date upon which the
condemnor acquires possession. All sums which may be payable on account
of any condemnation shall belong to the Lessor, and Lessee shall not be
entitled to any part thereof, provided however, that Lessee shall be
entitled to retain any amount awarded to him for his trade fixtures or
moving expenses.
16. TRADE FIXTURES: Any and all improvements made to the premises during
the term hereof shall belong to the Lessor, except trade fixtures of the
Lessee. Lessee may, upon termination hereof, remove all his trade
fixtures, but shall repair or pay for all repairs necessary for damages
to the premises occasioned by removal.
17. DESTRUCTION OF PREMISES: In the event of a partial destruction of the
premises during the term hereof, from any cause. Lessor shall forthwith
repair the same, provided that such repairs can be made within sixty
(60) days under existing governmental laws and regulations, but such
partial destruction shall not terminate this lease, except that Lessee
shall be entitled to a proportionate reduction of rent while such
repairs are being made, based upon the extent to which the making of
such repairs shall interfere with the business of Lessee on the
premises. If such repairs cannot be made within said sixty (60) days,
Lessor, at his option, may make the same within a reasonable time, this
lease continuing in effect with the rent proportionately abated as
aforesaid, and in the event that Lessor shall not elect to make such
repairs which cannot be made within sixty (60) days, this lease may be
terminated at the option of either party.
In the event that the building in which the demised premises
may be situated is destroyed to an extent of not less than one-third of
the replacement costs thereof, Lessor may elect to terminate this lease
whether the demised premises be injured or not. A total destruction of
the building in which the premises may be situated shall terminate this
lease.
In the event of any dispute between Lessor and Lessee with
respect to the provisions hereof, the matter shall be settled by
arbitration in such a manner as the parties may agree upon, or if they
cannot agree, in accordance with the rules of the American Arbitration
Association.
FORM 107 (2-85) COPYRIGHT(c) 1985, BY PROFESSIONAL PUBLISHING CORP.
122 PAUL DR. SAN RAFAEL, CA 94003 [PROFESSIONAL
PUBLISHING
LOGO]
18. INSOLVENCY: In the event a receiver is appointed to take over the
business of Lessee, or in the event Lessee makes a general assignment
for the benefit of creditors, or Lessee takes or suffers any action
under any insolvency or bankruptcy act, the same shall constitute breach
of this lease by Lessee.
19. REMEDIES OF OWNER ON DEFAULT: In the event of any breach of this lease
by Lessee, Lessor may, at his option, terminate the lease and demand
from Lessee: (a) the worth at the time of award of the unpaid rent which
was earned at the time of termination; (b) the worth at the time of
award of the amount by which the unpaid rent which would have been
earned after termination of the award exceeds the amount of such rental
loss that the Lessee proves could have been reasonably avoided; (c) the
worth at the time of award of the amount by which the unpaid rent for
the balance of the term after the time of award exceeds the amount of
such rental loss that Lessee proves could be reasonably avoided; and (d)
any other amount necessary to compensate Lessor for all detriment
proximately caused by Lessee's failure to perform his obligations under
the lease or which in the ordinary course of things would be likely to
result therefrom.
Lessor may, in the alternative, continue this lease in effect,
as long as Lessor does not terminate Lessee's right to possession, and
Lessor may enforce all the rights and remedies under the lease,
including the right to recover the rent as it becomes due under the
lease, if said breach or lease continues. Lessor may, at any time
thereafter, elect to terminate the lease.
Nothing contained herein shall be deemed to limit any other
rights or remedies which Lessor may have.
20. SECURITY: The security deposit set forth above, if any, shall secure the
performance of the Lessee's obligations hereunder. Lessor may, but shall
not be obligated to apply all or portions of said deposit on account of
Lessee's obligations hereunder. Any balance remaining upon formation
shall be returned to Lessee. Lessee shall not have the right to apply
the Security Deposit in payment of the last month's rent.
21. DEPOSIT REFUNDS: The balance of all deposits shall be refunded within
two weeks from date possession is delivered to Owner or his authorized
agent, together with a statement showing any charges made against such
deposits by Owner.
22. ATTORNEY'S FEES: In case suit should be brought for recovery of the
premises, or for any sum due hereafter, or because of any act which may
arise out of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection
with such action, including a reasonable attorney's fee.
23. WAIVER: No failure of Lessor to enforce any term hereof shall be deemed
to be a waiver.
24. NOTICES: Any notice which either party may or is required to give, shall
be given by mailing the same, postage prepaid, to Lessee at the
premises, or Lessor at the address shown below, or at such other places
as may be designated by the parties from time to time.
25. HOLDING OVER: Any holding over after the expiration of this lease, with
the consent of Lessor, shall be construed as a month-to-month tenancy at
a rental of $ N/A per month in accordance with the terms hereof, as
applicable.
26. TIME: Time is of the essence of this lease.
27. HEIRS, ASSIGNS, SUCCESSORS: This lease is binding upon and inures to the
benefit of the heirs, assigns and successors in interest to the parties.
28. TAX INCREASE: In the event there is any increase during any year of the
term of this lease in the City, County or State real estate taxes over
and above the amount of such taxes assessed for the tax year during
which the term of this lease commences, whether because of increased
rate or valuation, Lessee shall pay to Lessor upon presentation of paid
tax bills an amount equal to N/A % of the increase in taxes upon the
land and building in which the leased premises are situated. In the
event that such taxes are assessed for a tax year extending beyond the
form of the lease, the obligation of lessee shall be proportionate to
the portion of the lease term included in such year.
29. COST OF LIVING INCREASE: The rent provided for in paragraph 2 shall be
adjusted effective upon the first day of the month immediately following
the expiration of 12 months from date of commencement of the term and
upon the expiration of each 12 months thereafter in accordance with
changes in the U.S. Consumer Price Index for All Urban Consumers (1967 =
100) hereinafter called the "CPI." The monthly rent shall be increased
to an amount equal to the monthly rent set forth in paragraph 2
multiplied by a fraction the numerator of which is the CPI for the
second calendar month immediately preceding the adjustment date and the
denominator of which is the CPI for the second calendar month preceding
the commencement of the lease term. Provided, however, in no event shall
the monthly rent be less than the amount set forth in paragraph 2. CPI
shall be capped at 3% year.
30. OPTION TO RENEW: Provided that Lessee is not in default in the
performance of this lease, Lessee shall have the option to renew the
lease for an additional term of * months commencing at the expiration of
the initial lease term. All of the terms and conditions of the lease
shall apply during the renewal term except that the monthly rent shall
be the sum of $ * which shall be adjusted in accordance with the cost
of living increase provision set forth in paragraph 29.
The option shall be exercised by written notice to Lessor not
less than * days prior to the expiration of the initial lease term. If
notice is not given in a manner provided herein within the time
specified, this option shall expire. Per agreement of the parties.
31. LESSOR'S LIABILITY: The term "Lessor," as used in this paragraph, shall
mean only the owner of the real property or a Lessee's interest in a
ground lease of the premises. In the event of any transfer of such title
or interest, the lessor named herein (or the grantor in case of any
subsequent transfers) shall be released of all liability related to
Lessor's obligations to be performed after such transfer. Provided,
however, that any funds in the hands of Lessor or Grantor at the time of
such transfer shall be delivered to Grantee. Lessor's aforesaid
obligations shall be binding upon Lessor's successors and assigns only
during their respective periods of ownership.
32. ESTOPPEL CERTIFICATE:
(a) Lessee shall at any time upon not less than ten (10) days
prior written notice from Lessor execute, acknowledge and deliver to
Lessor a statement in writing (1) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying that this Lease, as amended,
is in full force and effect), the amount of any security deposit, and
the date to which the rent and other charges are paid in advance, if
any, and (2) acknowledgement that there are not, to Lessee's knowledge,
any uncured defaults on the part of Lessor hereunder, or specifying such
defaults if any are claimed. Any such statement may be conclusively
relied upon by any prospective purchaser or encumbrancer to the
Premises.
(b) At Lessor' option, Lessee's failure to deliver such
statement within such time shall be a material breach of this Lease or
shall be conclusive upon Lessee (1) that this Lease is in full force
and effect, without modification except as may be represented by
Lessor, (2) that there are no uncured defaults in leasor's performance,
and (3) that not more than one month's rent has been paid in advance
or such failure may be considered by Lessor as a default by Lessee
under this Lease.
(c) If Lessor desires to finance, refinance, or sell the
Premises, or any part thereof, Lessee hereby agrees to deliver to any
lender or purchaser designated by Lessor such financial statements
of Lessee as may be reasonably required by such lender or purchaser.
Such statements shall include the past three years' financial statements
of Lessee. All such financial statements shall be received by Lessor and
such lender or purchaser in confidence and shall be used only for the
purposes herein set forth.
33. COMMON AREA EXPENSES: In the event the demised premises are situated in
a shopping center or in a commercial building in which there are common
areas, Lessee agrees to pay his pro-rata share of maintenance, taxes,
and insurance for the common area.
34. ADDENDUM: An addendum, signed by the parties, [x] is attached, [ ] is
not attached hereto.
ENTIRE AGREEMENT: The foregoing constitutes the entire agreement between the
parties and may be modified only by a writing signed by both parties. The
following Exhibits, if any, have been made a part of this lease before the
parties' execution hereof:
----------------------------------------------------
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The undersigned Lessee hereby acknowledges receipt of a copy hereof,
DATED:
---------------------------------
Commercial Properties of Nevada
Agent
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By [ILLEGIBLE]
------------------------------------- ----------------------------------------
ACCEPTANCE
The undersigned Lessor accepts the foregoing offer and agrees to lease
the herein described premises on the terms and conditions herein specified. The
Lessor agrees to pay to _______________________________________________________,
the Agent in this transaction the sum of $ ____________________________ DOLLARS
for services rendered and authorizes Agent to deduct said sum from the deposit
received from Tenant. This agreement shall not limit the rights of Agent
provided for in any lease or other agreement which may be in effect between
Owner and Agent. In the event Tenant shall purchase the property from Owner
prior to the expiration of this lease, Owner agrees to pay the Agent a sales
commission of ______% of the sale price.
The undersigned Lessor hereby acknowledges receipt of a copy hereof.
DATED:_______________________
______________________Owner's Authorized Agent _________________________Lessor
_______________________________________Address _________________________Lessor
_________________________________________Phone ________________________Address
By ___________________________________________ __________________________Phone
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/2/96 | | | | | | | None on these Dates |
| | 10/31/94 | | 1 |
| | 12/31/92 | | 1 |
| | 11/30/92 | | 1 |
| | 11/1/92 | | 1 |
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