0000950137-05-002610.txt : 20120628
0000950137-05-002610.hdr.sgml : 20120628
20050303154823
ACCESSION NUMBER: 0000950137-05-002610
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 20050303
DATE AS OF CHANGE: 20050303
GROUP MEMBERS: ASTRAEA INVESTMENT MANAGEMENT LP
GROUP MEMBERS: BIG BEND XI INVESTMENTS LTD
GROUP MEMBERS: CHARLES JARVIC
GROUP MEMBERS: CHRISTOPHER BANCROFT
GROUP MEMBERS: CRESTVIEW CAPITAL MASTER LLC
GROUP MEMBERS: CRESTVIEW WARRANT FUND LP
GROUP MEMBERS: DAVID KELLOGG
GROUP MEMBERS: DAVID PASAHOW
GROUP MEMBERS: GENERAL GOH YONG SIANG
GROUP MEMBERS: HERAKLES INVESTMENTS INC
GROUP MEMBERS: HLT FFT LLC
GROUP MEMBERS: ISLANDIA LP
GROUP MEMBERS: JOHN M PIGOTT
GROUP MEMBERS: MICHAEL JORDAN
GROUP MEMBERS: MIDSUMMER INVESTMENT LTD
GROUP MEMBERS: PAT LONG
GROUP MEMBERS: PAUL POTTINGER
GROUP MEMBERS: RICHARD KIPHART
GROUP MEMBERS: ROOSTER LP
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/
CENTRAL INDEX KEY: 0000808013
STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860]
IRS NUMBER: 330471789
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-42313
FILM NUMBER: 05657916
BUSINESS ADDRESS:
STREET 1: 14315 WEST HARDY ROAD
STREET 2: SUITE 301
CITY: HOUSTON
STATE: TX
ZIP: 77060
BUSINESS PHONE: 281-847-0029
MAIL ADDRESS:
STREET 1: 14315 WEST HARDY ROAD
STREET 2: SUITE 301
CITY: HOUSTON
STATE: TX
ZIP: 77060
FORMER COMPANY:
FORMER CONFORMED NAME: MAIL BOXES COAST TO COAST INC
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Sponsor Investments, LLC
CENTRAL INDEX KEY: 0001318537
IRS NUMBER: 020681770
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: TWO LINCOLN CENTER
STREET 2: 5420 LBJ FREEWAY, SUITE 1450
CITY: DALLAS
STATE: TX
ZIP: 75240
BUSINESS PHONE: (972) 490-2360
MAIL ADDRESS:
STREET 1: TWO LINCOLN CENTER
STREET 2: 5420 LBJ FREEWAY, SUITE 1450
CITY: DALLAS
STATE: TX
ZIP: 75240
SC 13D
1
c92784sc13d.txt
SCHEDULE 13D
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response....15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
--------
North American Technologies Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
657193207
--------------------------------------------------------------------------------
(CUSIP Number)
Bruce Leadbetter
Sponsor Investments, LLC
Two Lincoln Center
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
(972) 490-2340
with a copy to:
Richard S. Meller Heather Kraeger
Latham & Watkins LLP Herakles Investments, Inc.
233 South Wacker Drive, Suite 5800 5949 Sherry Lane, Suite 1900
Chicago, Illinois 60606 Dallas, Texas 75225
(312) 876-7700 (312) 210-5058
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 22, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13-1(f) or 13d-1(g), check the following
box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1746 (11-03)
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Sponsor Investments, LLC 02-0681770
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Texas
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
44,160,189
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
0 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
44,160,189
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,160,189 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
38.5% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
OO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Herakles Investments, LLC 37-1461244
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
44,160,189
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
36,610,188 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,160,189 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
38.5% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Astraea Investments Management, L.P. 75-2387896
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
6,050,000 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,050,000 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
7.9% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Paul Pottinger
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
37,963 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
37,963 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 1% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Christopher Bancroft
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
150,000 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
150,000 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 1% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
6
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Michael Jordan
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
150,000 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
150,000 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 1% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
John M. Pigott
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
75,000 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
75,000 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 1% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
8
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
General Goh Young Siang
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Singapore
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
300,000 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
300,000 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 1% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Pat Long
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
600,000 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
600,000 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
1.0% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
10
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
David Kellogg
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
18,519 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,519 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 1%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
11
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Charles Jarvie
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
150,000 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
150,000 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 1% (See Items 4 & 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
12
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
David Pasahow
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
18,519 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,519 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 1% (See Items 4 & 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
13
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Crestview Capital Master, LLC 20-0512894
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) /X/
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
9,457,385 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
9,457,385 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,457,385 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
13.4% (See Items 4 & 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
14
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Midsummer Investment Ltd.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) /X/
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Bermuda
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
6,044,120 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
6,044,120 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,044,120 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.6% (See Items 4 & 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
OO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
15
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Islandia, L.P. 22-2982865
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) /X/
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
2,361,122 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
2,361,122 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,361,122 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
3.4% (See Items 4 & 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
16
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Rooster, L.P. 06-1471246
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) /X/
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
2,110,226 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
2,110,226 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,110,226 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
2.9% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
LP
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
17
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Big Bend XI Investments, Ltd. 38-3706254
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) /X/
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Texas
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
17,892,473 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
17,892,473 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
17,892,473 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
25.4% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
18
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
HLT FFT, LLC 73-1712566
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) /X/
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
California
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
3,072,005 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
3,072,005 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,072,005 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
4.3% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
19
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Crestview Warrant Fund, L.P. 201299530
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) /X/
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
1,859,884 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
1,859,884 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,859,884 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
2.6% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
20
CUSIP No.
--------------------------------------------------------------------------------
1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Richard Kiphart
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) /X/
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
0 (See Items 4 and 5)
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
2,802,751 (See Items 4 and 5)
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
2,802,751 (See Items 4 and 5)
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0 (See Items 4 and 5)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,802,751 (See Items 4 and 5)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/X/ (See Items 4 and 5)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
3.9% (See Items 4 and 5)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
21
ITEM 1. SECURITY AND ISSUER.
This statement (this "Statement") relates to the common stock, par
value $.001 per share (the "Common Stock"), of North American Technologies
Group, Inc., a Delaware corporation, which has its principal business office at
14315 West Hardy Road, Houston, Texas 77060 (the "Company").
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed as a joint statement pursuant to Rule
13d-1(k) promulgated under the Securities Act of 1934 (the "Exchange Act") by
Sponsor Investments, LLC ("Sponsor"), Herakles Investments, Inc. ("Herakles"),
Astraea Investment Management, L.P. ("Astraea"), Paul Pottinger, Christopher
Bancroft, Michael Jordan, John M. Pigott, Goh Yong Siang, Pat Long, David
Kellogg, Charles Jarvie, and David Pasahow (collectively, the "Sponsor Reporting
Persons"). In addition, although they do not affirm their membership in the
group that is composed of, and affirmed by, the Sponsor Reporting Persons, each
of Crestview Capital Master, LLC ("Crestview"), Midsummer Investment Ltd.
("Midsummer"), Islandia, L.P. ("Islandia"), Rooster, L.P. ("Rooster"), Big Bend
XI Investments, Ltd. ("Big Bend"), HLT FFT, LLC ("HLT"), Crestview Warrant Fund,
L.P. ("Crestview Warrant"), and Richard Kiphart (collectively, the "Purchaser
Reporting Persons" and, together with the Sponsor Reporting Persons, the
"Reporting Persons") are filing this Statement, which shall be deemed to amend
and supplement the Schedule 13D filed on September 16, 2004, as amended on
November 28, 2004, by Crestview, Midsummer, Islandia and Rooster. Each Purchaser
Reporting Person disclaims beneficial ownership of the Common Stock held by each
other Purchaser Reporting Person and by the Sponsor Reporting Persons and,
similarly, the Sponsor Reporting Persons disclaim beneficial ownership of the
Common Stock held by each of the Purchaser Reporting Persons.
(a) -- (c), (f)
Sponsor is a Texas limited liability company formed to make investments
through acquiring, holding or disposing of equity securities or otherwise. The
address of the principal business and principal offices of Sponsor is Two
Lincoln Centre, 5420 LBJ Freeway, Suite 1450, Dallas, Texas 75240. The managing
member of Sponsor is Herakles.
Herakles is a Delaware corporation formed to make investments through
acquiring, holding or disposing of equity securities or otherwise. The address
of the principal business and principal offices of Herakles is 5949 Sherry Lane,
Suite 1900, Dallas, Texas 75225. Set forth on Schedule I hereto and incorporated
herein by reference is the name, business address, and principal occupation or
employment of each executive officer and director of Herakles. Herakles is a
wholly-owned subsidiary of Consolidated Investment Services, Inc. ("CISI"), a
Nevada corporation, formed as a holding company. The address of the principal
business and offices of CISI is One Midland Plaza, Sioux Falls, South Dakota
57193. Set forth on Schedule II hereto and incorporated herein by reference is
the name, business address, and principal occupation or employment of each
executive officer and director of CISI. CISI is a wholly-owned subsidiary of
Sammons Enterprises, Inc. ("Sammons"), a Delaware corporation formed as a
holding company. The address of the principal business and offices of Sammons is
5949 Sherry Lane, Suite 1900, Dallas, Texas 75225. Set forth on Schedule III
hereto and incorporated herein by reference is the name, business address, and
principal occupation and employment of each executive officer and director of
Sammons. Sammons is controlled by the Charles A. Sammons 1987 Charitable
Remainder Trust Number Two (the "Sammons Trust"), a charitable trust formed in
the state of Texas. Each of CISI, Sammons and the Sammons Trust disclaim
beneficial ownership of the shares of Common Stock beneficially owned by
Herakles.
Astraea is a Delaware limited partnership formed as a holding company
whose principal offices are located at the same address as Sponsor. The general
partner of Astraea is Astraea Investment and Management Services Company
("AIMSC"), a Delaware corporation, whose principal offices are the same as
Sponsor. AIMSC is wholly-owned by Bruce Leadbetter. Mr. Leadbetter is a United
States citizen whose business address is the same as Sponsor. Mr. Leadbetter's
principal occupation is Chief Executive Officer of Sponsor and partner of Beta
Capital Group, LLC, a Texas limited liability company, formed as a private
investment group whose principal office is located at the same address as
Sponsor. Set forth on Schedule IV hereto and incorporated herein by reference is
the name, business address, and principal occupation and employment of each
executive officer and director of AIMSC.
22
Paul Pottinger is a United States citizen whose business address is the
same as Sponsor. Mr. Pottinger's principal occupation is Vice President of
Sponsor.
Christopher Bancroft is a United States citizen whose business address
is the same as Sponsor. Mr. Bancroft's principal occupation is a private
investor and partner of Beta Capital Group, LLC, a Texas limited liability
company, formed as a private investment group whose principal office is located
at the same address as Sponsor.
Michael Jordan is a United States citizen whose business address is the
same as Sponsor. Mr. Jordan's principal occupation is Chief Executive Officer of
Electronic Data Systems Corp. ("EDS"), a Delaware corporation, whose principal
business and offices are located at 5400 Legacy Drive, Plano, Texas 75024. EDS
is a provider of business and technology solutions.
John M. Pigott is a United States citizen whose business address is the
same as Sponsor. Mr. Pigott's principal occupation is a private investor and a
partner of Beta Capital Group, LLC, a Texas limited liability company, formed as
a private investment group whose principal office is located at the same address
as Sponsor.
General Goh Yong Siang is a citizen of Singapore whose business address
is the same as Sponsor. General Goh's principal occupation is partner of Beta
Capital Group, LLC, a Texas limited liability company, formed as a private
investment group whose principal office is located at the same address as
Sponsor. General Goh serves as a Director of the Company and Vice President of
Sponsor.
Pat Long is a United States citizen whose business address is the same
as Sponsor. Mr. Long's principal occupation is an attorney and partner of Beta
Capital Group, LLC, a Texas limited liability company, formed as a private
investment group whose principal office is located at the same address as
Sponsor.
David Kellogg is a United States citizen whose business address is 9441
LBJ Freeway, Suite 605, Dallas, Texas 75243. Mr. Kellogg's principal occupation
is Senior Vice President of Creditors Bankruptcy Services, a bankruptcy recovery
company, whose principal business and offices address is the same as Mr.
Kellogg.
Charles Jarvie is a United States citizen whose business address is the
same as Sponsor. Mr. Jarvie's principal occupation is a private investor and
partner of Beta Capital Group, LLC, a Texas limited liability company, formed as
a private investment group whose principal office is located at the same address
as Sponsor.
David Pasahow is a United States citizen whose business address is the
same as Sponsor. Mr. Pasahow's principal occupation is a consultant and private
investor.
Crestview is a Delaware limited liability company formed to purchase,
sell, trade and invest in securities. The address of the principal business and
principal offices of Crestview is c/o Crestview Capital Funds, 95 Revere Drive,
Suite A, Northbrook, Illinois 60062. Crestview is controlled by Crestview
Capital Partners, LLC ("Crestview Capital"), an Illinois limited liability
company formed to invest in public companies. The address of the principal
business and principal offices of Crestview Capital is the same as Crestview.
Set forth on Schedule V hereto and incorporated herein by reference is the name,
business address, and principal occupation and employment of each managing
director and member of CCC.
Crestview Warrant is a Delaware limited partnership formed to purchase,
sell, trade and invest in securities whose principal business address and
offices are the same as Crestview. Steve Halpern, Crestview Warrants managing
member has the sole power to vote or dispose of the shares beneficially owned by
Crestview Warrant. Mr. Halpern is a United States citizen whose business address
is the same as Crestview. Mr. Halpern's principle occupation is investments.
Crestview Warrant is not a party to the Stockholders Agreement (defined herein).
Crestview Warrant disclaims participation in any group and beneficial ownership
of the shares of Common Stock beneficially owned by Crestview.
Midsummer is a company organized under the laws of Bermuda formed to
purchase, sell, trade and invest in securities. The address of the principal
business and principal offices of Midsummer is c/o Midsummer Capital, LLC
("Midsummer Capital"), 485 Madison Avenue, 23rd Floor, New York, New York 10022.
The power to vote
23
and dispose of the shares beneficially owned by Midsummer is controlled by
Midsummer Capital, a New York limited liability company formed as an investment
advisor to Midsummer whose principal business and principal offices are the same
as Midsummer. Midsummer Capital is the investment manager to Midsummer. By
virtue of this relationship, Midsummer Capital may be deemed to have dispositive
power over the shares owned by Midsummer. Midsummer Capital disclaims beneficial
ownership of the shares of Common Stock beneficially owned by Midsummer. Michel
Amsalem and Scott Kaufman have delegated authority from the members of Midsummer
Capital with respect to the shares owned by Midsummer, which may be removed at
the sole discretion of the members of Midsummer Capital. Thus, by virtue of this
relationship Messrs. Amsalem and Kaufman may be deemed to share dispositive
power over the shares of Common Stock beneficially owned by Midsummer. Messrs.
Amsalem and Kaufman disclaim beneficial ownership of the shares of Common Stock
beneficially owned by Midsummer. Set forth on Schedule VI hereto and
incorporated herein by reference is the name, business address, and principal
occupation and employment of each executive officer of Midsummer Capital.
Islandia is a Delaware limited partnership formed to purchase, sell,
trade and invest in securities. The address of the principal business and
principal offices of Islandia is c/o John Lang, Inc., 485 Madison Avenue, 23rd
Floor, New York, New York 10022. The general partner of Islandia is John Lang,
Inc., a New York Sub-S corporation formed to manage investments. Set forth on
Schedule VII hereto and incorporated herein by reference is the name, business
address, and principal occupation and employment of each executive officer and
director of John Lang, Inc.
Rooster is a Delaware limited partnership formed to purchase, sell,
trade and invest in securities whose principal business address is the same as
Islandia. The general partner of Rooster is Duck Jibe II, Co., a Delaware Sub-S
corporation formed to manage investments, which is owned by Anthony Berner, a
United States citizen whose business address is the same as Islandia. Mr.
Berner's principal occupation is investments. Set forth on Schedule VIII hereto
and incorporated herein by reference is the name, business address, and
principal occupation and employment of each executive officer and director of
Duck Jibe II, Co. Rooster is not a party to the Stockholders Agreement (defined
herein). Rooster disclaims participation in any group and beneficial ownership
of the shares of Common Stock beneficially owned by Islandia.
Big Bend is a Texas limited partnership formed for the purpose of
making investments. The address of the principal business and principal offices
of Big Bend is 3401 Armstrong Avenue, Dallas, Texas 75205. The general partner
of Big Bend is 2M Companies, Inc. ("2M"), a Delaware corporation with a
principal business address that is the same as Big Bend. 2M is controlled by
Morton H. Meyerson who is also the sole limited partner of Big Bend. Mr.
Meyerson disclaims beneficial ownership of the shares beneficially owned by Big
Bend. Set forth on Schedule IX hereto and incorporated herein by reference is
the name, business address, and principal occupation and employment of each
executive officer and director of 2M.
HLT is a California limited liability company, formed to purchase, sell
and invest in private and publicly traded companies. The address of the
principal business and principal offices of HLT is 6355 Topanga Canyon Blvd.
#230, Woodland Hills, California 91367. Toibb Management LLC ("TM"), a
California limited liability company, formed to manage HLT, whose principal
business address is the same as HLT. TM has voting and dispositive control over
the shares beneficially owned by HLT. Harris Toibb is the manager of Toibb
Management. Mr. Toibb is a United States citizen whose business address is the
same as TM. Mr. Toibb's principal occupation is Real Estate Development and
Management and investments into private and publically traded companies. Set
forth on Schedule X hereto and incorporated herein by reference is the name,
business address, and principal occupation and employment of each executive
officer and director of TM.
Mr. Kiphart is a United States citizen whose business address is 222 W.
Adams St., Chicago, Illinois 60606. Mr. Kiphart's principal occupation is a
principal and head of corporate finance of William Blair & Company, LLC. William
Blair & Company, LLC, is a Delaware limited liability company formed as an
investment firm offering investment banking, asset management, equity research,
institutional and private brokerage, and private capital to individual,
institutional, and issuing clients whose principal business address and offices
is 222 W. Adams, Chicago, Illinois 60606.
24
(d) and (e)
During the last five years, no Reporting Person or any other person
identified in response to this Item 2 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 22, 2004, pursuant to the Exchange Agreement (the "Exchange
Agreement"), dated November 8, 2004, by and among the Company, Avalanche
Resources, Ltd., Kevin C. Maddox and Sponsor, Sponsor exchanged its Class B
membership interests (the "Class B Interests") of TieTek LLC ("TieTek"), a
wholly-owned subsidiary of the Company, including an option to acquire up to 499
Class A membership interests of TieTek (the "Class A Option"), which was granted
to Sponsor under the Regulations of TieTek for 43,114 shares of Series CC
convertible preferred stock (the "Exchange Series CC") and warrants to purchase
9,158 shares of Series CC convertible preferred stock (the "Warrant," and
together with the Exchange Series CC, the "Exchange Shares"). The Exchange
Series CC are convertible into approximately 39,920,374 shares of Common Stock
and the Warrants are convertible upon exercise into approximately 8,479,630
shares of Common Stock. No funds were borrowed by Sponsor to acquire any
Exchange Shares.
Immediately following the consummation of the Exchange Agreement,
Sponsor distributed to its members, Herakles and Astraea, 36,105 and 5,389
shares of Series CC Preferred Stock, respectively and Warrants to purchase 3,434
and 1,145 shares of Series CC convertible preferred stock, respectively (the
"Sponsor Distribution"). Contemporaneously with the Sponsor Distribution,
Sponsor assigned to Crestview and Big Bend, Warrants to purchase 2,290 and 2,289
shares of Series CC Preferred Stock, respectively. Sponsor also sold 1,620
shares of Series CC Preferred Stock in a private transaction to Messrs
Pottinger, Bancroft, Jordan, Pigott, Siang, Long, Kellogg, Jarvie, and Pasahow
(the "Sponsor Purchasers") pursuant to the Series CC Convertible Preferred Stock
Purchase Agreement, dated as of February 22, 2005, by and among Sponsor and the
Sponsor Purchasers, at a purchase price of $0.08 per share as converted, which
was paid by the Sponsor Purchasers with personal funds.
Additional information concerning the Purchaser Reporting Persons may
be found under Item 3. Source and Amount of Funds or other Consideration on
Schedule 13D filed on September 16, 2004, as amended on November 28, 2004, by
Crestview, Midsummer, Islandia and Rooster and incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired beneficial ownership of the shares of
Common Stock to which this Schedule 13D relates for investment purposes. In
addition, as described below, the Reporting Persons have entered into certain
agreements for the purposes of electing certain persons to the Company's Board
of Directors.
Pursuant to the Voting Agreement ("Voting Agreement"), dated as of
February 22, 2005, by and among Sponsor, Herakles, Astraea and the Sponsor
Purchasers, Herakles, Astraea and the Sponsor Purchasers granted Sponsor an
irrevocable proxy to vote their respective shares of the Company's voting stock
on all matters, but retained sole dispositive power. Each Sponsor Reporting
Person's obligation under the Voting Agreement terminates upon the earlier of
February 22, 2015 or the sale by such party of the shares of the Company's
voting stock subject to the Voting Agreement.
Pursuant to the Stockholders Agreement ("Stockholders Agreement"),
dated February 22, 2005, by and among Sponsor, Big Bend, Crestview, HLT,
Midsummer, Islandia, and Kiphart (the "Participating Stockholders"), the
Participating Stockholders agreed to vote all of the shares of the Company's
voting stock, to which they respectively control the voting power to, in favor
of the election of two nominees designated by the Purchasers, two nominees
designated by Sponsor, and one nominee designated by Sponsor and Big Bend. This
obligation to vote terminates on May 31, 2005. For purposes of this Statement
Big Bend, Crestview, HLT, Midsummer, Islandia and Kiphart shall be referred to
as the "Purchasers."
25
The Reporting Persons routinely monitor the performance of their
investments in the Company. In this connection, the Reporting Persons intend to
continuously evaluate the Company's business, financial condition, operating
results, capital structure, management, stock market performance, competitive
outlook and other relevant factors. As part of such evaluations, the Reporting
Persons have and may in the future seek the views of, hold active discussions
with and respond to inquiries from members of the board of directors, officers
or representatives of the Company and other persons regarding the Company's
affairs and strategic alternatives, and the interests of other stockholders in
participating in such alternatives. Depending on such evaluations, the Reporting
Persons may, at any time and from time to time, purchase additional shares of
Common Stock or may dispose of any and all shares of Common Stock held by them.
The Reporting Persons may from time to time develop plans respecting, or propose
changes in, the management, composition of the board of directors, policies,
operations, capital structure or business of the Company, including a possible
recapitalization or sale of the Company. In connection with plans or proposals
that the Reporting Persons may develop, the Reporting Persons may conduct
investigations and, if warranted by such review, make and negotiate proposals to
and with the Company concerning the matters addressed in the preceding sentence,
and may enter into agreements with the Company in connection with those
negotiations and proposals, including confidentiality and/or other arrangements.
In addition to the existing agreement between Sponsor and the Purchasers to vote
in favor of their respective nominees to the Company's board of directors as set
forth in the Stockholders Agreement and discussed above, the Reporting Persons
may identify and seek to nominate one or more persons for election to the
Company's board of directors and solicit consents or proxies to remove one or
more members of the Company's board of directors and elect such nominees, which
may constitute a majority of the board or greater, to the Company's board of
directors.
Except as set forth herein, the Reporting Persons do not have any
present plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D. The Reporting Persons reserve the right to formulate plans or make
proposals, and take such action with respect to their investment in the Company,
including any or all of the items set forth in paragraphs (a) through (j) of
Item 4 of Schedule 13D and any other actions, as they may determine.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
As of the date hereof, the Reporting Persons beneficially own an
aggregate of 90,390,155 shares of Common Stock, representing approximately 74.5%
of the outstanding shares of Common Stock based upon 70,401,939 shares of Common
Stock reported by the Company to be outstanding as of February 22, 2005.
As of the date hereof, Sponsor beneficially owns 44,160,189 shares of
Common Stock pursuant to the Voting Agreement that includes 43,114 shares of
Series CC Convertible Preferred Stock convertible into approximately 39,920,374
shares of Common Stock and warrants to purchase 4,579 shares of Series CC
Convertible Preferred Stock convertible into approximately 4,239,815. The Series
CC Convertible Preferred Stock and warrants to purchase shares of Series CC
Convertible Preferred Stock that Sponsor beneficially owns contain a limitation,
which may be waived by providing the Company with written notice of Sponsor's
intent to waive the provision either prior to its initial issuance or 61 days
prior to such conversion or exercise, prohibiting the conversion or exercise
thereof, as applicable, to the extent Sponsor (together with its affiliates)
would beneficially own in excess of 4.99% of the outstanding Common Stock
immediately after giving effect to such conversion or exercise, as applicable.
On February 18, 2005, Sponsor provided the Company with written notice stating
its intention to waive the limitation with respect to the shares of Series CC
Convertible Preferred Stock and warrants to purchase shares of Series CC
Convertible Preferred Stock (except for those to be distributed to Crestview and
Big Bend) to be issued to Sponsor pursuant to the Exchange Agreement. Thus,
Sponsor's aggregate beneficial ownership of 44,160,189 shares of Common Stock
represents 38.5% of the outstanding shares of Common Stock. Pursuant to the
Voting Agreement Sponsor does not have the power to dispose of the shares of
Common Stock it beneficially owns, but exercises sole voting power over such
shares with respect to all matters not related to director elections per the
Stockholder Agreement in which case it shares voting power with the Purchasers.
As of the date hereof, Herakles has direct ownership of 36,105 shares
of Series CC Convertible Preferred Stock convertible into approximately
33,430,558 shares of Common Stock, as well as warrants to purchase 3,434 shares
of Series CC Convertible Preferred Stock convertible into approximately
3,179,630 shares of Common Stock.
26
Herakles' aggregate ownership of 36,610,188 shares of Common Stock represents
34.2% of the outstanding shares of the Common Stock. Herakles has sole
dispositive power over these shares of Common Stock. As the Managing Member of
Sponsor, Herakles controls Sponsor's power to vote the shares Sponsor
beneficially owns pursuant to the Voting Agreement on all matters not related to
director elections per the Stockholder Agreement in which case it shares voting
power with the Purchasers. By virtue of this relationship Herakles beneficially
owns Sponsor's shares. Therefore, Herakles beneficially owns 44,160,189 shares
of Common Stock pursuant to the Voting Agreement that includes 43,114 shares of
Series CC Convertible Preferred Stock convertible into approximately 39,920,374
shares of Common Stock and warrants to purchase 4,569 shares of Series CC
Convertible Preferred Stock convertible into approximately 4,230,556. Herakles'
aggregate beneficial ownership of 44,160,189 shares of Common Stock represents
38.5% of the outstanding shares of Common Stock. By virtue of the relationships
describe in Item 2 the Sammons Trust controls Herakles via its subsidiaries CISI
and Sammons and thereby each may be deemed to have indirect beneficial ownership
over the shares beneficially owned by Herakles; however, CISI, Sammons and the
Sammons Trust disclaim beneficial ownership of the shares of Common Stock to
which Herakles has beneficial ownership.
As of the date hereof, Astraea beneficially owns 5,389 shares of Series
CC Convertible Preferred Stock convertible into approximately 4,989,815 shares
of Common Stock, as well as warrants to purchase 1,145 shares of Series CC
Convertible Preferred Stock convertible into approximately 1,060,185 shares of
Common Stock. Astraea's aggregate ownership of approximately 6,050,000 shares of
Common Stock represents 7.9% of the outstanding shares of the Common Stock.
Astraea has sole dispositive power over these shares of Common Stock. Astraea
does not have any voting power over its Common Stock pursuant to the Voting
Agreement, which grants an irrevocable proxy to Sponsor. By virtue of the
relationships described in Item 2 of this Statement, AIMSC and Mr. Leadbetter
may be deemed to have indirect beneficial ownership of Astraea's shares;
however, AIMSC and Mr. Leadbetter disclaim beneficial ownership of the shares of
Common Stock beneficially owned by Astraea.
As of the date hereof, Paul Pottinger beneficially owns an aggregate of
41 shares of Series CC Convertible Preferred Stock convertible into 37,963
shares of Common Stock, representing less than 1% of the outstanding shares of
the Common Stock. Mr. Pottinger has sole dispositive power over these shares of
Common Stock. Mr. Pottinger does not have any voting power over these shares of
Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy
to Sponsor.
As of the date hereof, Christopher Bancroft beneficially owns an
aggregate of 162 shares of Series CC Convertible Preferred Stock convertible
into 150,000 shares of Common Stock, representing less than 1% of the
outstanding shares of the Common Stock. Mr. Bancroft has sole dispositive power
over these shares of Common Stock. Mr. Bancroft does not have any voting power
over these shares of Common Stock pursuant to the Voting Agreement, which grants
an irrevocable proxy to Sponsor.
As of the date hereof, Michael Jordan beneficially owns an aggregate of
162 shares of Series CC Convertible Preferred Stock convertible into 150,000
shares of Common Stock, representing less than 1% of the outstanding shares of
the Common Stock. Mr. Jordan has sole dispositive power over these shares of
Common Stock. Mr. Jordan does not have any voting power over these shares of
Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy
to Sponsor.
As of the date hereof, John M. Pigott beneficially owns an aggregate of
81 shares of Series CC Convertible Preferred Stock convertible into 75,000
shares of Common Stock, representing less than 1% of the outstanding shares of
the Common Stock. Mr. Pigott has sole dispositive power over these shares of
Common Stock. Mr. Pigott does not have any voting power over these shares of
Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy
to Sponsor.
As of the date hereof, General Goh Yong Siang beneficially owns an
aggregate of 324 shares of Series CC Convertible Preferred Stock convertible
into 300,000 shares of Common Stock, representing less than 1% of the
outstanding shares of the Common Stock. General Goh has sole dispositive power
over these shares of Common Stock. General Goh does not have any voting power
over these shares of Common Stock pursuant to the Voting Agreement, which grants
an irrevocable proxy to Sponsor.
27
As of the date hereof, Pat Long beneficially owns an aggregate of 648
shares of Series CC Convertible Preferred Stock convertible into 600,000 shares
of Common Stock, representing approximately 1% of the outstanding shares of the
Common Stock. Mr. Long has sole dispositive power over these shares of Common
Stock. Mr. Long does not have any voting power over these shares of Common Stock
pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor.
As of the date hereof, David Kellogg beneficially owns an aggregate of
20 shares of Series CC Convertible Preferred Stock convertible into 18,519
shares of Common Stock, representing less than 1% of the outstanding shares of
the Common Stock. Mr. Kellogg has sole dispositive power over these shares of
Common Stock. Mr. Kellogg does not have any voting power over these shares of
Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy
to Sponsor.
As of the date hereof, Charles Jarvie beneficially owns an aggregate of
162 shares of Series CC Convertible Preferred Stock convertible into 150,000
shares of Common Stock, representing less than 1% of the outstanding shares of
the Common Stock. Mr. Jarvie has sole dispositive power over these shares of
Common Stock. Mr. Jarvie does not have any voting power over these shares of
Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy
to Sponsor.
As of the date hereof, David Pasahow beneficially owns an aggregate of
20 shares of Series CC Convertible Preferred Stock convertible into 18,519
shares of Common Stock, representing less than 1% of the outstanding shares of
the Common Stock. Mr. Pasahow has sole dispositive power over these shares of
Common Stock. Mr. Pasahow does not have any voting power over these shares of
Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy
to Sponsor.
As of the date hereof, Crestview owns 9,457,385 shares of Common Stock
In addition, Crestview owns warrants to purchase 3,325,752 shares of Common
Stock, 5,500 shares of Series CC Convertible Preferred Stock and warrants to
purchase 2,290 shares of Series CC Convertible Preferred Stock convertible into
2,120,371 shares of Common Stock. The Series CC Convertible Preferred Stock and
warrants to purchase shares of Common Stock of the Company that Crestview owns
contain a limitation, which may be waived by providing the Company with written
notice of Crestview's intent to waive the provision 61 days prior to such
conversion or exercise, prohibiting the conversion or exercise thereof, as
applicable, to the extent Crestview (together with its affiliates) would
beneficially own in excess of 4.99% of the outstanding Common Stock immediately
after giving effect to such conversion or exercise, as applicable. Thus,
Crestview beneficially owns an aggregate of 9,457,385 shares of Common Stock
which represents 13.4% of the outstanding shares of Common Stock. Crestview
Capital has sole dispositive power over the shares of Common Stock beneficially
owned by Crestview and sole voting power over all matters not related to
director elections per the Stockholders Agreement, pursuant to which Crestview
shares voting power with the other Purchasers and Sponsor. By virtue of the
relationships described in Item 2 of this Statement, Crestview may be deemed to
have indirect beneficial ownership of Crestview Warrant's shares; however,
Crestview disclaims beneficial ownership of, and has excluded from the aggregate
number of shares shown as beneficially owned by it, shares of Common Stock
beneficially owned by Crestview Warrant.
As of the date hereof, Crestview Warrant beneficially owns warrants to
purchase 1,859,884 shares of Common Stock representing approximately 2.6% of the
outstanding shares of the Common Stock. Crestview Warrant has sole dispositive
power over the Common Stock and sole voting power over all matters. By virtue of
the relationships described in Item 2 of this Statement, Crestview Warrant may
be deemed to have indirect beneficial ownership of Crestview's shares; however,
Crestview Warrant disclaims and beneficial ownership of, and has excluded from
the aggregate number of shares shown as beneficially owned by it, shares of
Common Stock beneficially owned by Crestview.
As of the date hereof, Midsummer owns 6,044,120 shares of Common Stock,
warrants to purchase 1,636,160 shares of Common Stock and 4,000 shares of Series
CC Preferred Stock convertible into approximately 3,703,707 shares of Common
Stock. The Series CC Convertible Preferred Stock and warrants to purchase shares
of Common Stock of the Company that Midsummer owns contain a limitation, which
may be waived by providing the Company with written notice of Midsummer's intent
to waive the provision 61 days prior to such conversion or exercise, prohibiting
the conversion or exercise thereof, as applicable, to the extent Midsummer
(together with its affiliates) would beneficially own in excess of 4.99% of the
outstanding Common Stock immediately after giving
28
effect to such conversion or exercise, as applicable. Thus, Midsummer
beneficially owns an aggregate of 6,044,120 shares of Common Stock which
represents 8.6% of the outstanding shares of Common Stock. With respect to the
shares of Common Stock beneficially owned by Midsummer, Midsummer Capital has
sole dispositive power and sole voting power over all matters not related to
director elections per the Stockholders Agreement, pursuant to which it shares
voting power with the other Purchasers and Sponsor. By virtue of this
relationship Midsummer Capital may be deemed to have indirect beneficial
ownership of the shares of Common Stock beneficially owned by Midsummer;
however, Midsummer Capital disclaims beneficial ownership of the shares of
Common Stock beneficially owned by Midsummer.
As of the date hereof, Islandia beneficially owns 2,361,122 shares of
Common Stock representing 3.4% of the outstanding shares of the Common Stock.
With respect to the shares of Common Stock beneficially owned by Islandia, John
Lang, Inc. has sole dispositive power and sole voting power over all matters not
related to director elections per the Stockholders Agreement, pursuant to which
Islandia shares voting power with the other Purchasers and Sponsor. By virtue of
this relationship John Lang, Inc. may be deemed to have indirect beneficial
ownership of the shares of Common Stock beneficially owned by Islandia; however,
John Lang, Inc. disclaims beneficial ownership of the shares of Common Stock
beneficially owned by Islandia. By virtue of the relationships described in Item
2 of this Statement, Islandia may be deemed to have indirect beneficial
ownership of shares beneficially owned by Rooster; however, Islandia disclaims
beneficial ownership of, and has excluded from the aggregate number of shares
shown as beneficially owned by it, shares of Common Stock beneficially owned by
Rooster.
As of the date hereof, Rooster beneficially owns 107,707 shares of
Common Stock, warrants to purchase 613,630 shares of Common Stock and 1,500
shares of Series CC Convertible Preferred Stock convertible into approximately
1,388,889 shares of Common Stock for an aggregate of 2,110,226 shares of Common
Stock representing approximately 2.9% of the outstanding shares of the Common
Stock. With respect to the shares of Common Stock beneficially owned by Rooster,
Duck Jibe II, Co. has sole dispositive power and sole voting power over all
matters. By virtue of this relationship Duck Jibe II, Co. may be deemed to have
indirect beneficial ownership of the shares of Common Stock beneficially owned
by Rooster; however, Duck Jibe II, Co. disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Rooster. By virtue of the
relationships described in Item 2 of this Statement, Rooster may be deemed to
have indirect beneficial ownership of shares beneficially owned by Islandia;
however, Rooster disclaims beneficial ownership of, and has excluded from the
aggregate number of shares shown as beneficially owned by it, shares of Common
Stock beneficially owned by Islandia.
As of the date hereof, Big Bend owns 17,892,473 shares of Common Stock
and warrants to purchase 2,289 shares of Series CC Convertible Preferred Stock
convertible into approximately 2,119,445 shares of Common Stock. The Series CC
Convertible Preferred Stock contains a limitation, which may be waived by
providing the Company with written notice of Big Bend's intent to waive the
provision 61 days prior to such conversion or exercise, prohibiting the
conversion or exercise thereof, as applicable, to the extent Big Bend (together
with its affiliates) would beneficially own in excess of 4.99% of the
outstanding Common Stock immediately after giving effect to such conversion or
exercise, as applicable. Thus, Big Bend beneficially owns an aggregate of
17,892,473 shares of Common Stock which represents 25.4% of the outstanding
shares of Common Stock. With respect to the shares of Common Stock beneficially
owned by Big Bend 2M, as the general partner of Big Bend, has sole dispositive
and sole voting power over all matters not related to director elections per the
Stockholders Agreement, pursuant to which Big Bend shares voting power with the
other Purchasers and Sponsor. By virtue of this relationship 2M may be deemed to
have indirect beneficial ownership of the shares of Common Stock beneficially
owned by Midsummer; however, 2M disclaims beneficial ownership of the shares of
Common Stock beneficially owned by Big Bend.
As of the date hereof, HLT beneficially owns 1,212,121 shares of Common
Stock and warrants to purchase 1,859,884 shares of Common Stock for an aggregate
of 3,072,005 shares of Common Stock representing approximately 4.3% of the
outstanding shares of the Common Stock. With respect to the shares of Common
Stock beneficially owned by HLT, TM has sole dispositive power and sole voting
power over all matters not related to director elections per the Stockholders
Agreement, pursuant to which HLT shares voting power with the other Purchasers
and Sponsor.
29
As of the date hereof, Richard Kiphart beneficially owns 1,737,937
shares of Common Stock, warrants to purchase 833,333 shares of Common Stock and
250 shares of Series CC Convertible Preferred Stock convertible into 231,481
shares of Common Stock for an aggregate of 2,802,751 shares of Common Stock
representing approximately 3.9% of the outstanding shares of the Common Stock.
Mr. Kiphart has sole dispositive power over the Common Stock he beneficially
owns and sole voting power over all matters not related to director elections
per the Stockholders Agreement, pursuant to which Mr. Kiphart shares voting
power with the other Purchasers and Sponsor.
By virtue of the relationships described herein the Sponsor Reporting
Persons and Purchaser Reporting Persons may be deemed to be a group, thereby
each Reporting Person may be deemed to share voting and dispositive control over
the shares of Common Stock beneficially owned by each other Reporting Person.
Each Reporting Purchaser Person disclaims beneficial ownership of the Common
Stock held by each other Reporting Purchaser Person and by the Sponsor Reporting
Persons and, similarly, the Sponsor Reporting Persons disclaim beneficial
ownership of the Common Stock held by each of the Purchaser Reporting Persons.
Thus, each Reporting Person has excluded from the aggregate number of shares
shown as beneficially owned by it, shares of Common Stock deemed to be
beneficially owned by the group solely as a result of Rule 13d-5(b)(1) under the
Securities Exchange Act of 1934, as amended.
(c)
The transactions described above under Items 3 and 4 are incorporated
herein by reference.
No open market purchases on the Nasdaq National Market of Company
securities have occurred within the last sixty days by the specified Reporting
Persons.
(d) and (e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On November 4, 2004, the Company, Crestview, Midsummer, Kiphart and
Rooster entered into an exchange agreement whereby each Exchanging Holder
agreed, concurrently with the closing of the Exchange Agreement, to exchange
each share of Series AA Preferred Stock held by him for one share of Series CC
Convertible Preferred Stock and to exchange each share of Series BB Preferred
Stock held by him for 1.8 shares of Series CC Convertible Preferred Stock. The
aggregate number of shares of Common Stock issuable upon conversion of the
shares of Series CC Convertible Preferred Stock issued in this exchange is the
same as the number of shares of Common Stock issuable upon conversion of the
Series AA Preferred Stock and Series BB Preferred Stock exchanged. The
Exchanging Holders held 6,750 of the 7,000 shares of Series AA Preferred Stock
outstanding and all 2,500 of the shares of Series BB Preferred Stock
outstanding. Set forth in the chart below is a breakdown of the holdings of
Preferred Stock held by the Exchanging Holders before and after the closing of
the Sponsor Transaction on February 22, 2005:
Name Shares held prior to the Closing Shares held after the Closing
Series AA Series BB Series AA Series BB Series CC
Rooster, L.P. 1,500 0 0 0 1,500
Midsummer Investments, Ltd. 4,000 0 0 0 4,000
Crestview Capital Master LLC 1,000 2,500 0 0 5,500
Richard P Kiphart 250 0 0 0 250
Total 6,750 2,500 0 0 11,250
In connection with the foregoing exchange, each of the Exchanging Holders also
entered into an agreement with the Company whereby they released the Company
from all claims arising out of the Company's prior failure to pay (a) dividends
on the Series AA Preferred Stock and the Series BB Preferred Stock and (b)
liquidated damages relating to the late registration under a registration rights
agreement relating to such shares. In exchange for this release, the Company
issued 724,620 shares of Common Stock to the Exchanging Holders. These shares
were allocated
30
107,707, 287,218, 258,424 and 71,271 to Rooster, Midsummer, Crestview and
Kiphart, respectively. For purposes of this Statement Crestview, Midsummer,
Kiphart and Rooster shall be referred to as the "Exchanging Holders."
On November 8, 2004, the Company entered into a Common Stock Purchase
Agreement (the "Common Stock Purchase Agreement") with Avalanche, Kevin C.
Maddox, Big Bend, Crestview, Midsummer, HLT, Richard Kiphart, Islandia and
Crestview Warrant in which Avalanche and Maddox sold 34,338,246 shares of Common
Stock and warrants to purchase 3,719,768 shares of Common Stock owned by them to
Big Bend, Crestview, Midsummer, HLT, Richard Kiphart, Islandia and Crestview
Warrant for $10,800,000 in cash. The source of the funds used by the Big Bend,
Crestview, Midsummer, HLT, Richard Kiphart, Islandia and Crestview Warrant was
private funds. The Common Stock Purchase Agreement closed on November 12, 2004
and resulted in a change of control of the Company.
Pursuant to the Stockholders Agreement, the Participating Stockholders
agreed to vote all of the shares of the Company's voting stock, to which they
respectively control the voting power to, in favor of the election of two
nominees designated by the Purchasers, two nominees designated by Sponsor, and
one nominee designated by Sponsor and Big Bend. This obligation to vote
terminates on May 31, 2005. In addition, pursuant to the Stockholders Agreement
the Participating Stockholders agreed to share any recovery that they may
receive from Maddox or Avalanche from any breach of such parties'
representations and warranties under the Exchange Agreement, Common Stock
Purchase Agreement or the transactions contemplated therein.
On February 22, 2005, the Company entered into a Registration Rights
Agreement, dated as of February 22, 2005 ("Registration Agreement"), by and
among the Company, Big Bend, Crestview, HLT, Midsummer, Islandia, Rooster,
Kiphart, Sponsor, Herakles, Astraea and the Sponsor Purchasers (collectively,
the "Participating Stockholders"). Under the Registration Agreement, the Company
is obligated, at its own expense, to register for sale with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933 (the
"Securities Act") the Common Stock of the Company held or acquired by any of the
Participating Stockholders. The Participating Stockholders have the right to
make four "long-form" demands for registration, unlimited "short-form" demands
for registration and unlimited "piggyback" registration rights.
Other than as described herein, there are no contracts, arrangements or
understandings among the Reporting Persons, or between any Reporting Person and
any other person, with respect to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Power of Attorney.
2. Joint Filing Agreement, dated February 24, 2005.
3. Voting Agreement, dated as of February 22, 2005, by and among Sponsor
Investments, LLC, Herakles Investments, Inc., Astraea Investment
Management, L.P., Paul Pottinger, Christopher Bancroft, Michael Jordan,
John M. Pigott, Goh Yong Siang, Pat Long, David Kellogg, Charles
Jarvie, and David Pasahow.
4. Series CC Convertible Preferred Stock Purchase Agreement, dated as of
February 22, 2005, by and among Sponsor Investments, LLC, and the
purchasers named therein.
5. Stockholders Agreement, dated as of February 22, 2005, by and among,
Big Bend XI Investments, Ltd., Crestview Capital Master, LLC, HLT FFT,
LLC, Midsummer Investment Ltd., Islandia, L.P., Richard Kiphart, and
Sponsor Investments, LLC., incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed by North American Technologies
Group, Inc., with the SEC on February 28, 2005.
6. Registration Rights Agreement, dated as of February 22, 2005, by and
among, North American Technologies Group, Inc., and the stockholders
listed therein, incorporated by reference to Exhibit 10.2 to the
Current Report of Form 8-K filed by North American Technologies Group,
Inc., with the SEC on February 28, 2005.
31
7. Exchange Agreement, dated as of November 8, 2004, by and among North
American Technologies Group, Inc., Avalanche Resources, Ltd., Kevin C.
Maddox and Sponsor Investments, LLC, incorporated by reference to
Exhibit 10.17 to Form 10-QSB filed by North American Technologies
Group, Inc., with the SEC for the quarter ended September 30, 2004.
8. Common Stock Purchase Agreement, dated as November 8, 2004, by and
among North American Technologies Group, Inc., Avalanche Resources,
Ltd., Kevin C. Maddox and purchasers named therein, incorporated by
reference to Exhibit 10.17 to Form 10-QSB filed by North American
Technologies Group, Inc., with the SEC for the quarter ended September
30, 2004.
9. Schedule 13D filed with the SEC on September 16, 2004, as amended on
November 28, 2004, by Crestview Capital Master, LLC, Midsummer
Investment Ltd., Islandia, L.P., and Rooster, L.P., and hereby
incorporated by reference.
32
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 3, 2005
SPONSOR INVESTMENTS, LLC
By: /s/ Robert W. Korba
----------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
HERAKLES INVESTMENTS, INC.
By: /s/ Robert W. Korba
----------------------------------------------------
Name: Robert W. Korba
Title: President
ASTRAEA INVESTMENT MANAGEMENT, L.P.
By: /s/ Robert W. Korba
----------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for
Astraea Investment Management, L.P.
PAUL POTTINGER
By: /s/ Robert W. Korba
----------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for Paul Pottinger
CHRISTOPHER BANCROFT
By: /s/ Robert W. Korba
----------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for Christopher Bankcroft
MICHAEL JORDAN
By: /s/ Robert W. Korba
-------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for Michael Jordan
JOHN M. PIGOTT
By: /s/ Robert W. Korba
-------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for John M. Pigott
GOH YONG SIANG
By: /s/ Robert W. Korba
-------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for Goh Yong Siang
PAT LONG
By: /s/ Robert W. Korba
-------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for Pat Long
DAVID KELLOGG
By: /s/ Robert W. Korba
-------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for David Kellogg
CHARLES JARVIE
By: /s/ Robert W. Korba
-------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for Charles Jarvie
DAVID PASAHOW
By: /s/ Robert W. Korba
--------------------------------------------------------
Name: Robert W. Korba
Title: President of Herakles Investments, Inc.,
Manager of Sponsor Investments, LLC
Attorney-in-Fact for David Pasahow
CRESTVIEW CAPITAL MASTER, LLC
By: /s/ Robert Hoyt
--------------------------------------------------------
Name: Robert Hoyt
Title: Managing Director
MIDSUMMER INVESTMENT, LTD.
By: /s/ Scott D. Kaufman
--------------------------------------------------------
Name: Scott D. Kaufman
Title: Manager, Director Midsummer Capital LLC as
Investment Advisor to Midsummer Investment, Ltd.
ISLANDIA, L.P.
By: /s/ Edgar Berner
--------------------------------------------------------
Name: Edgar Berner
Title: Vice President of John Lang, Inc.
General Partner of Islandia, L.P
BIG BEND XI INVESTMENTS, LTD
By: /s/ Steven D. Leeke
--------------------------------------------------------
Name: Steven D. Leeke
Title: Authorized Representative
HLT FFT, LLC
By: /s/ Harris Toibb
--------------------------------------------------------
Name: Toibb Management LLC, Its Manager
Title: Harris Toibb, Manager
/s/ Richard P. Kiphart
--------------------------------------------------------
Richard Kiphart
CRESTVIEW WARRANT FUND, L.P.
By: /s/ Steven J. Halpern
---------------------------------------------
Name: Steven J. Halpern
Title: Managing Member
ROOSTER, L.P.
By: /s/ Richard O. Berner
---------------------------------------------
Name: Richard O. Berner
Title: Vice President of Duck Jibe II, Co.,
General Partner of Rooster, L.P.
The Powers of Attorney authorizing certain persons to sign and file
this Schedule 13D on behalf of certain Reporting Persons is filed as Exhibit 1
to this Schedule 13D
SCHEDULE I
Directors and Officers of Herakles
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Robert W. Korba, President and Business Executive 5949 Sherry Ln. #1900
Director Dallas, TX 75225
Robert W. Black, COO and Director Business Executive 5949 Sherry Ln. #1900
Dallas, TX 75225
Joseph A. Ethridge, Sr. Chief Financial Officer 5949 Sherry Ln. #1900
VP-Finance and Treasurer Dallas, TX 75225
Robert S. Kendall, Vice President Business Executive 5949 Sherry Ln. #1900
Dallas, TX 75225
Heather Kreager, Vice President, Attorney 5949 Sherry Ln. #1900
General Counsel and Secretary Dallas, TX 75225
SCHEDULE II
Directors and Officers of Consolidated Investment Services, Inc.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Robert W. Black, Director Business Executive 5949 Sherry Ln. #1900
Dallas, TX 75225
Michael M. Masterson, President Insurance Executive 525 West Van Buren
and Director Chicago, IL 60607
Stephen P. Horvat, Jr., Vice Attorney 525 West Van Buren
President and Director Chicago, IL 60607
Thomas M. Meyer, Vice President Financial Officer One Midland Plaza
Sioux Falls, SD 57193
Heather Kreager, Vice President, Attorney 5949 Sherry Ln. #1900
General Counsel and Secretary Dallas, TX 75225
John J. Craig, Treasurer Insurance Executive 525 West Van Buren
Chicago, IL 60607
SCHEDULE III
Directors and Officers of Sammons Enterprises, Inc.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Elaine D. Sammons, Director and Business Executive 5949 Sherry Ln. #1900
COB Dallas, TX 75225
Robert W. Korba, President and Business Executive 5949 Sherry Ln. #1900
Director Dallas, TX 75225
Robert W. Black, COO and Director Business Executive 5949 Sherry Ln. #1900
Dallas, TX 75225
Joseph A. Ethridge, Sr. Chief Financial Officer 5949 Sherry Ln. #1900
VP-Finance and Treasurer Dallas, TX 75225
Robert S. Kendall, Vice President Business Executive 5949 Sherry Ln. #1900
Dallas, TX 75225
Attorney 5949 Sherry Ln. #1900
Heather Kreager, Vice President, Dallas, TX 75225
General Counsel and Secretary
Pamela Doeppe, Vice President Tax Executive 5949 Sherry Ln. #1900
Dallas, TX 75225
Joe Zimmerman, Vice President Business Executive 5949 Sherry Ln. #1900
Dallas, TX 75225
Mary Anne Cree, Director Business Executive 3811 Turtle Creek Blvd.
Dallas, TX 75219
Vester T. Hughes, Director Attorney 1717 Main Street
Dallas, TX 75201
David E. Sams, Jr. Insurance Consultant 5949 Sherry Ln. #1900
Dallas, TX 75225
SCHEDULE IV
Directors and Officers of Astraea Investment and Management Services Company
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Bruce Leadbetter, President and Chief Executive Officer of 5949 Sherry Lane, Suite 1900,
Sole Director Sponsor Investments, LLC and Dallas, Texas 75225
a Partner of Beta Capital
Group, LLC
Barbara Fahey, Secretary Business Executive 5949 Sherry Lane, Suite 1900,
Dallas, Texas 75225
SCHEDULE V
Directors and Officers of Crestview Capital Partners, LLC.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Robert Hoyt, Managing Director Investments 95 Revere Drive, Suite A,
Northbrook, Illinois 60062
Stewart Flink, Managing Partner Investments 95 Revere Drive, Suite A,
Northbrook, Illinois 60062
Daniel Warsh, Managing Partner Investments 95 Revere Drive, Suite A,
Northbrook, Illinois 60062
Steven Halpern, Managing Partner Investments 95 Revere Drive, Suite A,
Northbrook, Illinois 60062
SCHEDULE VI
Directors and Officers of Midsummer Capital, LLC.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Michel A. Amsalem Business Executive 485 Madison Avenue, 23rd
Floor, New York, New York 10022
Scott D. Kaufman Business Executive 485 Madison Avenue, 23rd
Floor, New York, New York 10022
SCHEDULE VII
Directors and Officers of John Lang, Inc.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Richard Berner, President Investments 485 Madison Ave., 23rd Floor,
New York, New York 10022
Anthony Berner, Secretary Investments 485 Madison Ave., 23rd Floor,
New York, New York 10022
Edgar Berner, Vice President Investments 485 Madison Ave., 23rd Floor,
New York, New York 10022
Thomas Berner, Vice President Investments 485 Madison Ave., 23rd Floor,
New York, New York 10022
SCHEDULE VIII
Directors and Officers of Duck Jibe II, Co.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Anthony Berner, President Investments 485 Madison Ave., 23rd Floor,
New York, New York 10022
Richard Berner, Vice President Investments 485 Madison Ave., 23rd Floor,
New York, New York 10022
Edgar Berner, Vice President Investments 485 Madison Ave., 23rd Floor,
New York, New York 10022
Thomas Berner, Treasurer Investments 485 Madison Ave., 23rd Floor,
New York, New York 10022
SCHEDULE IX
Directors and Officers of 2M Companies, Inc.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Morton H. Meyerson, Business Executive 3401 Armstrong Ave.,
President Dallas, Texas 75205
Richard W. Slaven, Business Executive 3401 Armstrong Ave.,
Vice President Dallas, Texas 75205
Terry Pendleton, Business Executive 3401 Armstrong Ave.,
Vice President Dallas, Texas 75205
David A. Jacobs, Business Executive 3401 Armstrong Ave.,
Vice President Dallas, Texas 75205
Katherine Belew, Business Executive 3401 Armstrong Ave.,
Vice President Dallas, Texas 75205
Steven D. Leeke, Business Executive 3401 Armstrong Ave.,
Vice President Dallas, Texas 75205
Janice Nethery, Business Executive 3401 Armstrong Ave.,
Secretary Dallas, Texas 75205
SCHEDULE X
Directors and Officers of Toibb Management LLC
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Harris Toibb, Real Estate Development and 6355 Topanga Cyn. Blvd. #230
President Management and investments Woodland Hills, CA 91367
into private and publicly
traded companies
Howard Smuckler, Real Estate Development and 6355 Topanga Cyn. Blvd. #230
CFO & Secretary Management and investments Woodland Hills, CA 91367
into private and publicly
traded companies
EXHIBIT INDEX
1. Power of Attorney.
2. Joint Filing Agreement, dated February 24, 2005.
3. Voting Agreement, dated as of February 22, 2005, by and among Sponsor
Investments, LLC, Herakles Investments, Inc., Astraea Investment
Management, L.P., Paul Pottinger, Christopher Bancroft, Michael Jordan,
John M. Pigott, Goh Yong Siang, Pat Long, David Kellogg, Charles
Jarvie, and David Pasahow.
4. Series CC Convertible Preferred Stock Purchase Agreement, dated as of
February 22, 2005, by and among Sponsor Investments, LLC, and the
purchasers named therein.
5. Stockholders Agreement, dated as of February 22, 2005, by and among,
Big Bend XI Investments, Ltd., Crestview Capital Master, LLC, HLT FFT,
LLC, Midsummer Investment Ltd., Islandia, L.P., Richard Kiphart, and
Sponsor Investments, LLC., incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed by North American Technologies
Group, Inc., with the SEC on February 28, 2005.
6. Registration Rights Agreement, dated as of February 22, 2005, by and
among, North American Technologies Group, Inc., and the stockholders
listed therein, incorporated by reference to Exhibit 10.2 to the
Current Report of Form 8-K filed by North American Technologies Group,
Inc., with the SEC on February 28, 2005.
7. Exchange Agreement, dated as of November 8, 2004, by and among North
American Technologies Group, Inc., Avalanche Resources, Ltd., Kevin C.
Maddox and Sponsor Investments, LLC, incorporated by reference to
Exhibit 10.17 to Form 10-QSB filed by North American Technologies
Group, Inc., with the SEC for the quarter ended September 30, 2004.
8. Common Stock Purchase Agreement, dated as November 8, 2004, by and
among North American Technologies Group, Inc., Avalanche Resources,
Ltd., Kevin C. Maddox and purchasers named therein, incorporated by
reference to Exhibit 10.17 to Form 10-QSB filed by North American
Technologies Group, Inc., with the SEC for the quarter ended September
30, 2004.
9. Schedule 13D filed with the SEC on September 16, 2004, as amended on
November 28, 2004, by Crestview Capital Master, LLC, Midsummer
Investment Ltd., Islandia, L.P., and Rooster, L.P., and hereby
incorporated by reference.
EX-99.1
2
c92784exv99w1.txt
POWER OF ATTORNEY
EXHIBIT 1
POWER OF ATTORNEY
The undersigned hereby appoints any officer of Sponsor Investments,
LLC, his true and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, Form 3, Form 4, Form 5, and
any amendments thereto or any related documentation which may be required to be
filed in his individual capacity as a result of the undersigned's direct or
indirect beneficial ownership of, or participation in a group with respect to,
shares of common stock of North American Technologies Group, Inc., and granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, may lawfully
do or cause to be done by virtue hereof. The authority of any officer of Sponsor
Investments, LLC under this Power of Attorney shall continue with respect to the
undersigned until the undersigned is no longer required to file Schedule 13Ds,
Form 3s, Form 4s, and Form 5s unless revoked earlier in writing.
The undersigned shall not be deemed to admit membership in a group by
reason of executing this Power of Attorney.
This Power of Attorney may be executed in one or more counterparts,
each of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
Date: February 24, 2005
SPONSOR INVESTMENTS, LLC
By: Herakles Investments, Inc., Manager
By: /s/ Robert W. Korba
-------------------------------------------------------
Name: /s/ Robert W. Korba
Title: President
HERAKLES INVESTMENTS, INC.
By: /s/ Robert W. Korba
-------------------------------------------------------
Name: Robert W. Korba
Title: President
ASTRAEA INVESTMENT MANAGEMENT, L.P.
By: Astraea Investment and Management Services Company,
a Delaware corporation, General Partner
By: /s/ Bruce Leadbetter
-------------------------------------------------------
Name: Bruce Leadbetter
Title: President
/s/ Paul Pottinger
-------------------------------------------------------
Paul Pottinger
/s/ Christopher Bancroft
----------------------------------------------------------------
Christopher Bancroft
/s/ Michael Jordan
----------------------------------------------------------------
Michael Jordan
/s/ John M. Pigott
----------------------------------------------------------------
John M. Pigott
/s/ Goh Yong Siang
----------------------------------------------------------------
Goh Yong Siang
/s/ Pat Long
----------------------------------------------------------------
Pat Long
/s/ David Kellogg
----------------------------------------------------------------
David Kellogg
/s/ Charles Jarvie
----------------------------------------------------------------
Charles Jarvie
/s/ David Pasahow
----------------------------------------------------------------
David Pasahow
CRESTVIEW CAPITAL MASTER, LLC
By: /s/ Robert Hoyt
----------------------------------------------------------------
Name: Robert Hoyt
Title: Managing Director
MIDSUMMER INVESTMENT, LTD.
By: /s/ Scott D. Kaufman
---------------------------------------------------------------
Name: Scott D. Kaufman
Title: Manager, Director Midsummer Capital LLC as
Investment Advisor to Midsummer Investment, Ltd.
ISLANDIA, L.P.
By: /s/ Edgar Berner
----------------------------------------------------------------
Name: Edgar Berner
Title: Vice President of John Lang, Inc. G.P. of Islandia, L.P.
BIG BEND XI INVESTMENTS, LTD
By: /s/ Steven D. Leeke
--------------------------------------------
Name: Steven D. Leeke
Title: Authorized Representative
HLT FFT, LLC
By: /s/ Harris Toibb
--------------------------------------------
Name: Toibb Management LLC, Its Manager
Title: Harris Toibb, Manager
/s/ Richard P. Kiphart
--------------------------------------------
Richard Kiphart
CRESTVIEW WARRANT FUND, L.P.
By: /s/ Steven J. Halpern
--------------------------------------------
Name: Steven J. Halpern
Title: Managing Member
ROOSTER, L.P.
By: /s/ Richard O. Berner
--------------------------------------------
Name: Richard O. Berner
Title: Vice President of Duck Jibe II, Co.,
General Partner of Rooster, L.P.
EX-99.2
3
c92784exv99w2.txt
JOINT FILING AGREEMENT
EXHIBIT 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a statement on Schedule 13D with respect to the Common Stock, par
value $.001 per share of North American Technologies Group, Inc., and further
agree that this Joint Filing Agreement shall be included as an Exhibit to such
joint filing. The undersigned further agree that any amendments to such
statement on Schedule 13D shall be filed jointly on behalf of each of them
without the necessity of entering into additional joint filing agreements.
The undersigned further agree that each party hereto is responsible for
timely filing of such statement on Schedule 13D and any amendments thereto, and
for the completeness and accuracy of the information concerning such party
contained therein; provided that no party is responsible for the completeness or
accuracy of the information concerning any other party, unless such party knows
or has reason to believe that such information is inaccurate.
The undersigned shall not be deemed to admit membership in a group by
reason of entering into this Joint Filing Agreement.
This Joint Filing Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement this 24th day of February, 2005.
SPONSOR INVESTMENTS, LLC
By: Herakles Investments, Inc., Manager
By: /s/ Robert W. Korba
------------------------------------------------
Name: /s/ Robert W. Korba
Title: President
HERAKLES INVESTMENTS, INC.
By: /s/ Robert W. Korba
------------------------------------------------
Name: Robert W. Korba
Title: President
ASTRAEA INVESTMENT MANAGEMENT, L.P.
By: ASTRAEA INVESTMENT AND MANAGEMENT SERVICES
COMPANY, a Delaware corporation, General Partner
By: /s/ Bruce Leadbetter
------------------------------------------------
Name: Bruce Leadbetter
Title: President
/s/ Paul Pottinger
--------------------------------------------------------
Paul Pottinger
/s/ Christopher Bancroft
--------------------------------------------------------
Christopher Bancroft
/s/ Michael Jordan
--------------------------------------------------------
Michael Jordan
/s/ John M. Pigott
--------------------------------------------------------
John M. Pigott
/s/ Goh Yong Siang
--------------------------------------------------------
Goh Yong Siang
/s/ Pat Long
--------------------------------------------------------
Pat Long
/s/ David Kellogg
--------------------------------------------------------
David Kellogg
/s/ Charles Jarvie
--------------------------------------------------------
Charles Jarvie
/s/ David Pasahow
--------------------------------------------------------
David Pasahow
CRESTVIEW CAPITAL MASTER, LLC
By: /s/ Robert Hoyt
--------------------------------------------------------
Name: Robert Hoyt
Title: Managing Director
MIDSUMMER INVESTMENT, LTD.
By: /s/ Scott D. Kaufman
--------------------------------------------------------
Name: Scott D. Kaufman
Title: Manager, Director Midsummer Capital LLC as
Investment Advisor to Midsummer Investment, Ltd.
ISLANDIA, L.P.
By: /s/ Edgar Berner
--------------------------------------------
Name: Edgar Berner
Title: Vice President of John Lang, Inc.
General Partner of Islandia, L.P.
BIG BEND XI INVESTMENTS, LTD
By: /s/ Steven D. Leeke
--------------------------------------------
Name: Steven D. Leeke
Title: Authorized Representative
HLT FFT, LLC
By: /s/ Harris Toibb
--------------------------------------------
Name: Toibb Management LLC, Its Manager
Title: Harris Toibb, Manager
/s/ Richard P. Kiphart
--------------------------------------------
Richard Kiphart
CRESTVIEW WARRANT FUND, L.P.
By: /s/ Steven J. Halpern
--------------------------------------------
Name: Steven J. Halpern
Title: Managing Member
ROOSTER, L.P.
By: /s/ Richard O. Berner
--------------------------------------------
Name: Richard O. Berner
Title: Vice President of Duck Jibe II, Co.,
General Partner of Rooster, L.P.
EX-99.3
4
c92784exv99w3.txt
VOTING AGREEMENT
EXHIBIT 3
NORTH AMERICAN TECHNOLOGIES GROUP, INC.
VOTING AGREEMENT
This VOTING AGREEMENT, dated as of February 22, 2005 (the "AGREEMENT"),
by and among Sponsor Investments, LLC ("SPONSOR"), Herakles Investments, Inc.
("HERAKLES"), Astraea Investment Management, L.P. ("ASTRAEA") and the persons
listed on Exhibit A hereto (the "INVESTORS," and together with Herakles and
Astraea, the "HOLDERS").
RECITALS
WHEREAS, pursuant to that certain Exchange Agreement, dated as of
November 8, 2004, by and among North American Technologies Group, Inc. ("NATK"),
Avalanche Resources, Ltd., Kevin Maddox and Sponsor (the "EXCHANGE AGREEMENT"),
Sponsor shall own 43,114 shares of North American Technologies Group, Inc.
Series CC Convertible Preferred Stock (the "SERIES CC PREFERRED") and warrants
to purchase an additional 9,158 Series CC Preferred Shares (the "WARRANTS," and
together with the Series CC Preferred issued to Sponsor pursuant to the Exchange
Agreement, the "EXCHANGE SHARES," and upon conversion the common shares of NATK,
issuable upon conversion thereof, the "CONVERSION SECURITIES") upon the
consummation of the Exchange Agreement;
WHEREAS, on February 22, 2005, Sponsor distributed 3,434 Warrants to
Herakles and 1,145 Warrants to Astraea (the "WARRANT DISTRIBUTION") and assigned
2,290 Warrants to Crestview Capital Master, LLP and 2,289 Warrants to Big Bend
XI Investments Ltd.;
WHEREAS, on February 22, 2005, Sponsor distributed 36,105 Series CC
Preferred to Herakles and 5,389 Series CC Preferred to Astraea (the "SERIES CC
DISTRIBUTION");
WHEREAS, pursuant to that certain Series CC Convertible Preferred Stock
Purchase Agreement, dated as of February 22, 2005 (the "SERIES CC PURCHASE
AGREEMENT"), on February 18, 2005, Sponsor sold to the Investors an aggregate of
1,620 Series CC Preferred; and
WHEREAS, in connection with the Warrant Distribution, Series CC
Distribution and Series CC Purchase Agreement Sponsor and the Holders wish to
enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties mutually agree as follows:
AGREEMENT
1. Agreement to Vote Exchange Shares. At every meeting of the
stockholders of NATK called, and at every adjournment thereof, and on every
action or approval by written consent of the stockholders of NATK, each Holder,
severally and not jointly, agrees that it shall vote or execute a written
consent, with respect to, as appropriate all the Exchange Shares or Conversion
Securities, as the case may be, as to which it has power to vote in any such
vote or consent in accordance with the written directions given by Sponsor.
2. IRREVOCABLE PROXY. EACH HOLDER HEREBY, SEVERALLY AND NOT JOINTLY,
GRANTS TO, AND APPOINTS SPONSOR AND ANY OFFICERS OF SPONSOR, AND ANY INDIVIDUAL
WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF SPONSOR, AND ANY OTHER
DESIGNEE OF SPONSOR, EACH OF THEM INDIVIDUALLY, SUCH HOLDER'S PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN
CONSENT WITH RESPECT TO SUCH HOLDER'S EXCHANGE SHARES OR CONVERSION SECURITIES
AS THE CASE MAY BE IN ACCORDANCE WITH SECTION 1 HEREOF. THIS PROXY IS COUPLED
WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE, AND EACH
HOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY
REASONABLY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY
REVOKES ANY PROXY PREVIOUSLY GRANTED BY IT WITH RESPECT TO THE EXCHANGE SHARES
OR CONVERSION SECURITIES.
3. Representations and Warranties of the Holders. Each Holder, with
respect to itself and its Exchange Shares or Conversion Securities, as the case
may be, represents and warrants, severally and not jointly, to Sponsor as
follows:
a. Ownership of Exchange Shares. Each Holder is the record
and/or beneficial owner of the number of Exchange Shares set forth on Exhibit B.
Except as set forth herein, Holder has sole voting power and sole power to issue
instructions with respect to the voting of the Exchange Shares, sole power of
disposition, sole power of exercise and the sole power to demand appraisal
rights.
b. Power; Binding Agreement. Each Holder has the legal
capacity, power and authority to enter into and perform all of such Holder's
obligations under this Agreement. The execution, delivery and performance of
this Agreement by each Holder will not violate any other agreement relating to
the Exchange Shares to which the Holder is a party, including, without
limitation, any voting agreement, shareholder's agreement, partnership agreement
or voting trust. This Agreement has been duly and validly executed and delivered
by such Holder and constitutes a valid and binding agreement of such Holder,
enforceable against such Holder in accordance with its terms, except that (i)
such enforcement may be subject to applicable bankruptcy, insolvency or other
similar laws, now or hereafter in effect, affecting creditors' rights generally,
and (ii) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
c. No Conflicts. No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Holder and the
consummation by such Holder of the transactions contemplated hereby and neither
the execution and delivery of this Agreement by such Holder nor the consummation
by such Holder of the transactions contemplated hereby nor compliance by such
Holder with any of the provisions hereof shall conflict with or result in any
breach of any applicable partnership or other organizational documents
applicable to such Holder, result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give rise to any
third-party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to which
such Holder is a party or by which such Holder's properties or assets may be
bound or violate any order, writ, injunction, decree, judgment, order, statute,
rule or regulation applicable to such Holder or any of such Holder's properties
or assets, except for any such conflicts, breaches, defaults or violations as
would not materially impair such Holder's performance of its obligations
hereunder.
d. No Liens. The Exchange Shares and as converted the
Conversion Securities are now and, at all times during the term hereof, will be
held by such Holder, or by a nominee or custodian for the benefit of such
Holder, free and clear of all liens, security interests, proxies, voting trusts
or agreements, understandings or arrangements or any other encumbrances
whatsoever.
e. Stockholders Agreement. Each Holder, severally and not
jointly, agrees that it shall be bound by the terms of the Stockholders
Agreement, dated as of February __, 2005, by and among Big Bend XI Investments,
Ltd., Crestview Capital Master, LLC, HLT FFT, LLC, Midsummer Investment Ltd.,
Islandia, L.P., Richard Kiphart and Sponsor, attached hereto as Exhibit C.
4. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE
PARTIES HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS).
5. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AGREES THAT
ANY SUIT, ACTION, PROCEEDING OR CLAIM AGAINST HIM, HER OR IT ARISING OUT OF OR
IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS, OR ANY
JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT OR ENFORCED IN
THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF DALLAS, TEXAS,
AND EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY
PROCEEDING BROUGHT IN THE CITY OF DALLAS, TEXAS, AND FURTHER IRREVOCABLY WAIVES
ANY CLAIMS THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
6. WAIVER OF JURY TRIAL. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT,
POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
RELATED AGREEMENTS OR UNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT,
DOCUMENT, OR AGREEMENT DELIVERED OR FROM ANY RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, AND AGREES THAT ANY SUCH ACTION
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF
THIS SECTION 6 CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO
THIS AGREEMENT.
7. Specific Performance. The parties hereto agree that irreparable harm
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with its specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity.
8. Reproduction of Documents. This Agreement and all documents relating
hereto, including, but not limited to, (a) consents, waivers, amendments and
modifications which may hereafter be executed and (b) certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, optical disk, micro-card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
9. Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
Law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable Law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.
10. Entire Agreement. This Agreement, together with all Exhibits hereto
and thereto and all other agreements entered into pursuant hereto, constitute
the complete and final agreement of the parties concerning the matters referred
to herein, and supersede all prior agreements and understandings.
11. Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one
instrument
12. Termination. This Agreement shall terminate upon the earlier of (i)
February 22, 2015 or (ii) with respect to the rights and obligations of any
individual Holder, on the first day that such Holder no longer owns any of the
Exchange Shares or Convertible Securities. If the rights and obligations of any
individual Holder are terminated, all other Holders will continue to be bound by
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.
SPONSOR
SPONSOR INVESTMENTS LLC
By: Herakles Investments, Inc., Manager
By: /s/ Robert W. Korba
---------------------------------------
Name: Robert W. Korba
Title: President
HOLDERS
HERAKLES INVESTMENTS, INC. ASTRAEA INVESTMENT MANAGEMENT, L.P.
By: Astraea Investment and Management
Services Company, a Delaware corporation,
By: /s/ Robert W. Korba General Partner
---------------------------
Name: Robert W. Korba
---------------------------
Title: President By: /s/ Bruce Leadbetter
--------------------------- ---------------------------
Name: Bruce Leadbetter
---------------------------
Title: President
---------------------------
By: /s/ Paul Pottinger By: /s/ Christopher Bancroft
--------------------------- ----------------------------
Name: Paul Pottinger Name: Christopher Bancroft
By: /s/ Michael Jordan By: /s/ John M. Pigott
--------------------------- ----------------------------
Name: Michael Jordan Name: John M. Pigott
By: /s/ Goh Yong Siang By: /s/ Pat Long
--------------------------- ----------------------------
Name: Goh Yong Siang Name: Pat Long
By: /s/ Davie Kellogg By: /s/ Charles Jarvie
--------------------------- ----------------------------
Name: David Kellogg Name: Charles Jarvie
By: /s/ David Pasahow
---------------------------
Name: David Pasahow
Voting Agreement Signature Page
EXHIBIT A
INVESTORS
1. Paul Pottinger
2. Christopher Bancroft
3. Michael Jordan
4. John M. Pigott
5. Goh Yong Siang
6. Pat Long
7. David Kellogg
8. Charles Jarvie
9. David Pasahow
Exhibit A
EXHIBIT B
OWNERSHIP OF EXCHANGE SHARES
HOLDER PREFERRED STOCK WARRANTS
------ --------------- --------
1. Herakles Investments, Inc. 36,105 3,434
2. Astraea Investment Management, 5,389 1,145
L.P.
3. Paul Pottinger 41 -
4. Christopher Bancroft 162 -
5. Michael Jordan 162 -
6. John M. Pigott 81 -
7. Goh Yong Siang 324 -
8. Pat Long 648 -
9. David Kellogg 20 -
10. Charles Jarvie 162 -
11. David Pasahow 20 -
Exhibit B
EXHIBIT C
STOCKHOLDERS AGREEMENT
[SEE EXHIBIT 5]
Exhibit C
EX-99.4
5
c92784exv99w4.txt
SERIES CC CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
EXHIBIT 4
NORTH AMERICAN TECHNOLOGIES GROUP, INC.
SERIES CC CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
This SERIES CC CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
(this "AGREEMENT"), dated as of February 22, 2005, by and among Sponsor
Investments, LLC, a Delaware limited liability company ("SPONSOR"), and each of
the purchasers listed on the Schedule A attached hereto (each, a "PURCHASER"
and, collectively, the "PURCHASERS"). Each of Sponsor and the Purchasers is
sometimes referred to herein, collectively, as the "PARTIES" and, individually,
as a "PARTY".
W I T N E S S E T H
WHEREAS, pursuant to that certain Exchange Agreement, dated as of
November 8, 2004, by and among North American Technologies Group, Inc. ("NATK"),
Avalanche Resources, Ltd., Kevin Maddox and Sponsor (the "EXCHANGE AGREEMENT"),
Sponsor shall own 43,114 shares of North American Technologies Group, Inc.
Series CC Convertible Preferred Stock (the "SERIES CC PREFERRED") and warrants
to purchase an additional 9,158 Series CC Preferred upon the consummation of the
Exchange Agreement;
WHEREAS, subject to the terms and conditions set forth in this
Agreement, Sponsor desires to sell to the Purchasers, and the Purchasers desire
to purchase from Sponsor, 1,620 Series CC Preferred, at the price per share
shown and in the amounts set forth on Schedule A; and
NOW, THEREFORE, in consideration of the recitals and the mutual
promises, covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
SALE OF THE SERIES CC PREFERRED
Section 1.1 Sale and Purchase of the Series CC Preferred. Subject to
the satisfaction of the terms and conditions of this Agreement set forth herein
and in reliance upon the representations and warranties of the Purchasers set
forth or referred to herein, Sponsor agrees to sell to each Purchaser, and each
Purchaser agrees to purchase from Sponsor, the number of Series CC Preferred set
forth opposite the name of such Purchaser on Schedule A attached hereto on the
Closing Date (as defined below).
Section 1.2 Purchase Price; Payment. The purchase price for the Series
CC Preferred, purchased on the Closing Date (as defined below), shall be the
amount set forth opposite the name of the Purchaser on Schedule A attached
hereto (the "PURCHASE PRICE"). Each Purchaser shall pay to Sponsor on the
Closing Date the Purchase Price either by wire transfer of immediately available
funds in accordance with written instructions from the Company as set forth on
Exhibit B attached hereto.
Section 1.3 Closing Date. The closing of the purchase and sale of at
least 1,620 shares of Series CC Preferred to be purchased by the Purchasers
hereunder (the "CLOSING") shall occur on February 22, 2005. The date of the
Closing is hereinafter referred to as the "CLOSING DATE."
Section 1.4 Tax Treatment. If the value of the Series CC Preferred
acquired by a Purchaser pursuant to this Agreement (the "STOCK VALUE") exceeds
the Purchase Price paid by such Purchaser as set forth on Schedule A, then (i)
such excess shall be treated for income tax purposes as received by Sponsor as
partial consideration for the Series CC Preferred and then paid by Sponsor to
the Purchaser as consideration for independent consulting services provided to
Sponsor by Purchaser, and (ii) Sponsor and such Purchaser agree to file all
appropriate income tax returns and forms consistent with such tax treatment and
not take any action inconsistent with such tax treatment unless otherwise
required pursuant to a "determination" as defined in Section 1313(a) of the
Internal Revenue Code of 1986, as amended. The Stock Value shall be computed by
multiplying the number of shares set forth opposite the name of the Purchaser on
Schedule A by the per share value of the Series CC Preferred as determined by
the
1
independent appraiser engaged by Sponsor for purposes of valuing the shares of
Series CC Preferred acquired by Sponsor pursuant to the Exchange Agreement.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser, severally and not jointly, hereby represents and
warrants to Sponsor, solely on its own behalf, as follows:
Section 2.1 Purchase for Investment. The Purchaser will acquire the
Series CC Preferred (and upon conversion the common shares of NATK, issuable
upon conversion thereof, the "CONVERSION SECURITIES") for investment and not
with a view to distributing all or any part thereof in any transaction which
would constitute a "distribution" within the meaning of the Securities Act of
1933 (the "SECURITIES ACT"). The Purchaser acknowledges that neither the Series
CC Preferred nor any Conversion Securities have been registered under the
Securities Act.
Section 2.2 Investor Qualifications. The Purchaser (a) has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of its investment in the Series CC Preferred and
the Conversion Securities, (b) is able to bear the complete loss of its
investment in the Series CC Preferred and the Conversion Securities, and (c) is
an Accredited Investor. For the purposes of this Agreement, a Purchaser shall be
deemed an "Accredited Investor" if: (i) he or she has an individual net worth,
or along with his or her spouse, a joint net worth in excess of $1,000,000; (ii)
he or she has had individual income in excess of $200,000 in each of the two
most recent calendar years, and reasonably expects individual income in excess
of $200,000 in the current calendar year; (iii) he or she has had joint income,
along with his or her spouse, in excess of $300,000 in each of the two most
recent calendar years and reasonably anticipates reaching the same income level
in the current calendar year.
Section 2.3 Rule 144. The Purchaser acknowledges and agrees that the
Series CC Preferred, and the Conversion Securities must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. The Purchaser has been advised or is aware
of the provisions of Rule 144 promulgated under the Securities Act, which
permits limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other things: the
availability of certain current public information about NATK, the resale
occurring not less than one year after a party has purchased and paid for the
security to be sold, the sale being through an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term is
defined under the Securities Exchange Act of 1934, as amended) and the number of
shares being sold during any three-month period not exceeding specified
limitations.
Section 2.4 Tax Matters. The Purchaser: (a) has reviewed with its own
tax advisors the federal, state, local, and foreign tax consequences of this
investment and the transactions and tax reporting contemplated by this
Agreement; (b) is relying solely on such advisors and not on any statements or
representations of Sponsor (other than any representations made in this
Agreement) or any of its agents; and (c) understands that the Purchaser (and not
Sponsor) shall be responsible for its own tax liability that may arise as a
result of this investment or the transactions and tax reporting contemplated by
this Agreement, the Series CC Preferred and the Conversion Securities.
Section 2.5 Fees and Commissions. The Purchaser has not retained any
finder, broker, agent, financial advisor or other intermediary in connection
with the transactions contemplated by this Agreement, nor shall the Purchaser or
Sponsor be responsible for the payment all fees and expenses incurred in
connection with any finder, broker, agent, financial advisor or other
intermediary.
MISCELLANEOUS
Section 3.1 Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any Party will bind and inure to the benefit of the respective
successors and assigns of such Party, whether so expressed or not.
2
Section 3.2 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF
THE PARTIES HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS).
Section 3.3 CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY
AGREES THAT ANY SUIT, ACTION, PROCEEDING OR CLAIM AGAINST HIM, HER OR IT ARISING
OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE RELATED
AGREEMENTS, OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE
BROUGHT OR ENFORCED IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF
DALLAS, TEXAS, AND EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY PROCEEDING BROUGHT IN THE CITY OF DALLAS, TEXAS, AND FURTHER IRREVOCABLY
WAIVES ANY CLAIMS THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
Section 3.4 WAIVER OF JURY TRIAL. EACH PARTY HEREBY EXPRESSLY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
RELATED AGREEMENTS OR UNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT,
DOCUMENT, OR AGREEMENT DELIVERED OR FROM ANY RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, AND AGREE THAT ANY SUCH ACTION
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF
THIS SECTION 3.4 CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO
THIS AGREEMENT.
Section 3.5 Specific Performance. Each Party hereto agrees that the
other Parties may seek an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and the
terms and provisions hereof in any action instituted in any court of the United
States or any state thereof having jurisdiction over the Parties and the matter,
in addition to any other remedy to which it may be entitled, in law or in
equity. Each Party's right to seek specific performance shall be in addition to,
and not in lieu of, any other rights and remedies that may be available
hereunder or otherwise.
Section 3.6 Reproduction of Documents. This Agreement and all documents
relating hereto, including, but not limited to, (a) consents, waivers,
amendments and modifications which may hereafter be executed and (b)
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, optical disk,
micro-card, miniature photographic or other similar process. The Parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
Section 3.7 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable Law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
Section 3.8 Entire Agreement. This Agreement, together with all
Schedules hereto and thereto and all other agreements entered into pursuant
hereto and thereto and any separate confidentiality agreement between any
Purchaser and Sponsor, constitute the complete and final agreement of the
parties concerning the matters referred to herein, and supersede all prior
agreements and understandings.
Section 3.9 Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, and such counterparts together shall constitute one
instrument.
3
Section 3.10 Further Assurances. Each of the parties shall execute such
documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any Governmental Authority or
any other Person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.
Section 3.11 Exculpation Among Purchasers. Each Purchaser acknowledges
that it is not relying upon any other Purchaser in making its investment or
decision to invest in NATK. Each Purchaser agrees that no Purchaser nor the
respective controlling Persons, officers, directors, partners, agents or
employees of any Purchaser shall be liable to any other Purchaser for any
investment decision heretofore made by any of them in connection with the Series
CC Preferred and Conversion Shares.
[Signature Page Follows]
4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
SPONSOR
SPONSOR INVESTMENTS, LLC
By: Herakles Investments, Inc., Manager
By: /s/ Robert W. Korba
-----------------------------------
Name: Robert W. Korba, President
PURCHASERS
By: /s/ Paul Pottinger
-----------------------------------
Name: Paul Pottinger
By: /s/ Christopher Bancroft
-----------------------------------
Name: Christopher Bancroft
By: /s/ Michael Jordan
-----------------------------------
Name: Michael Jordan
By: /s/ John M. Pigott
-----------------------------------
Name: John M. Pigott
By: /s/ Goh Yong Siang
-----------------------------------
Name: Goh Yong Siang
By: /s/ Pat Long
-----------------------------------
Name: Pat Long
By: /s/ David Kellogg
-----------------------------------
Name: David Kellogg
By: /s/ Charles Jarvie
-----------------------------------
Name: Charles Jarvie
By: /s/ David Pasahow
-----------------------------------
Name: David Pasahow
Signature Page to Purchase Agreement
SCHEDULE A
SCHEDULE OF PURCHASERS
PRICE PER SHARE OF
PREFERRED UNDERLYING
PURCHASER ADDRESS STOCK COMMON STOCK TOTAL COST
--------- ------- --------- ------------------ ----------
1. Paul Pottinger Two Lincoln Centre 41 $0.08 $3,3037.04
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
2. Christopher Bancroft Two Lincoln Centre 162 $0.08 $11,999.92
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
3. Michael Jordan Two Lincoln Centre 162 $0.08 $11,999.92
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
4. John M. Pigott Two Lincoln Centre 81 $0.08 $6,000.00
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
5. Goh Yong Siang Two Lincoln Centre 324 $0.08 $23,999.92
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
6. Pat Long Two Lincoln Centre 648 $0.08 $47,999.76
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
7. David Kellogg Two Lincoln Centre 20 $0.08 $1,481.44
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
8. Charles Jarvie Two Lincoln Centre 162 $0.08 $11,999.92
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240
9. David Pasahow Two Lincoln Centre 20 $0.08 $1,481.44
5420 LBJ Freeway, Suite 1450
Dallas, Texas 75240