-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/4TqgOXMmug7QgbskfrTjRvJOvz3KbLNR+JhT04ZnlItvdyf9AelDid2rSZQTAp o//U+L6ttjV7aizoIr4IZQ== 0001169232-05-001830.txt : 20050328 0001169232-05-001830.hdr.sgml : 20050328 20050328135106 ACCESSION NUMBER: 0001169232-05-001830 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050324 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050328 DATE AS OF CHANGE: 20050328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMOL GROUP INC CENTRAL INDEX KEY: 0001011733 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 133859706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28144 FILM NUMBER: 05706126 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544394 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: NUTRONICS INTERNATIONAL INC DATE OF NAME CHANGE: 19960404 8-K 1 d63134_8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): March 24, 2005 Trimol Group, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 0-28144 13-3859706 (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) 1285 Avenue of the Americas, 35th Floor, New York, New York 10019 (Address of Principal Executive Office) Registrant's telephone number, including area code: (212) 554-4394 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.02. Termination of a Material Definitive Agreement. Intercomsoft Limited ("Intercomsoft"), a wholly owned subsidiary of Trimol Group, Inc. (the "Registrant") and Supercom Limited (Israel) ("Supercom") entered into a Termination Agreement as of March 24, 2005 (the "Termination Agreement"). Pursuant to the Termination Agreement, the Sales Agreement between Intercomsoft and Supercom dated August 25, 1995, as amended, was terminated at the request of Supercom. Certain equipment, technology, supplies and other consumables which Intercomsoft is obligated to supply to the Government of the Republic of Moldova ("Moldova") pursuant to a Contract on Leasing Equipment and Licensing Technology dated April 29, 1996 (the "Supply Agreement"), was supplied by Supercom on behalf of Intercomsoft pursuant to the Sales Agreement. Notwithstanding the termination of the Sales Agreement pursuant to the Termination Agreement, Supercom agreed to continue to supply Moldova with such equipment, consumables, software and technology during the remaining term of the Supply Agreement, upon the request of Moldova pursuant to the requirements of the Supply Agreement. Pursuant to the Termination Agreement, Intercomsoft agreed to pay to Supercom, in nine equal monthly installments commencing in April 2005, the sum of $184,912 representing the balance of the amount due for certain equipment supplied by Supercom pursuant to the Sales Agreement. In addition, Supercom agreed not to take any action, directly or indirectly, to interfere with Intercomsoft's contractual rights with Moldova or to, in any way, cause Moldova to terminate or not renew the Supply Agreement and agreed to pay to Intercomsoft certain amounts specified in the Termination Agreement as liquidated damages in the event of any breach or default by Supercom thereunder. Item 9.01 Financial Statements, Pro-Forma Financial Information and Exhibits. (c) Exhibits 10.1 Form of Termination Agreement dated as of March 24, 2005 between Intercomsoft Limited and Supercom Limited (Israel). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRIMOL GROUP, INC. By: Jack Braverman Chief Financial Officer Date: March 28, 2005 EX-10.1 2 d63134_ex10-1.txt TERMINATION AGREEMENT EXHIBIT 10.1 TERMINATION AGREEMENT AGREEMENT made as of the 24th day of March, 2005 (the "Termination Agreement") by and between INTERCOMSOFT LIMITED ("Intercomsoft") and SUPERCOM LIMITED (Israel) ("Supplier"). W I T N E S S E T H : WHEREAS, Supplier is an Israeli publicly owned corporation whose shares are traded in the United States on the over-the-counter bulletin board; and WHEREAS, Intercomsoft and Supplier are parties to that certain Sales Agreement dated August 25, 1995, as amended May 5, 1998 and July 22, 1998 (the "Sales Agreement"); and WHEREAS, Supplier has, for its own business reasons, requested Intercomsoft to terminate the Sales Agreement, all on and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the parties hereto do hereby agree as follows: 1. Incorporation by Reference. The terms and conditions of the Sales Agreement are incorporated herein by reference thereto. All capitalized terms which are used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. 2. Termination. Subject to the terms and conditions of this Termination Agreement, the Sales Agreement is hereby terminated, effective on the date hereof. Supplier hereby acknowledges and confirms that Intercomsoft has fully complied with all of its obligations under the Sales Agreement through the date hereof and is not in breach or default of any of the terms or provisions thereof. Intercomsoft hereby acknowledges and confirms that Supplier has fully complied with all of its obligations under the Sales Agreement through the date hereof and is not in breach or default of any of the terms or provisions thereof. Supplier hereby releases and discharges Intercomsoft, Trimol Group, Inc. (its parent corporation) and their respective officers, directors, shareholders, employees and agents, from all claims, causes of action, suits, proceedings, obligations, liabilities, costs or expenses of any kind whatsoever from the beginning of time through the date hereof, except for the payable referred to below. In addition, Supplier hereby agrees to defend, indemnify and hold Intercomsoft, Trimol Group, Inc. (its parent corporation) and their respective officers, directors, shareholders, employees and agents, harmless from and against all claims, causes of action, suits, proceedings, obligations, liabilities, costs or expenses of any kind whatsoever (including their respective legal fees) incurred by any of them as a result of or based upon (i) the execution and delivery by Intercomsoft of this Termination Agreement, (ii) any breach of any representation, warranty, covenant or obligation of Supplier under this Termination Agreement, or (iii) any claim or action by any third party claiming by or through Supplier as a result of this Termination Agreement, or otherwise. The parties acknowledge and agree that there are no amounts due or obligations owing to the other under the Sales Agreement as of the date hereof (other than a payable by Intercomsoft to Supplier in the amount of $184,912) and that the Agreement shall be of no further force or effect from and after the date hereof, except that nothing herein shall impair Supplier's right to receive payment with respect to such payable. The aforesaid payable of $184,912 will be paid to Supplier in nine equal monthly installments, the first of which shall be paid in April 2005. 3. Obligations and Covenants of Supplier. In consideration of Intercomsoft's agreement to enter into this Termination Agreement, Supplier hereby agrees, as follows: (a) Supplier will supply to the Government of the Republic of Moldova all Equipment, Consumables, Software and Technology requested by Moldova pursuant to that certain Contract on Leasing Equipment and Licensing Technology dated April 29, 1996 and terminating on April 29, 2006 by and between The Ministry of Economics, Republic of Moldova ("Moldova") and Intercomsoft Ltd. (the "Supply Agreement"), within the time periods, to the extent and as otherwise required of Supplier under the Sales Agreement as if, for purposes hereof, the Sales Agreement had not been terminated hereunder. Supplier shall supply such Equipment, Consumables, Software and Technology directly to Moldova, but only upon the request of Moldova pursuant to the requirements of the Supply Agreement, during the term of the Supply Agreement. (b) Supplier acknowledges that the Supply Agreement is still in force and effect and Supplier will not take any action, directly or indirectly, to interfere with the contractual rights of Intercomsoft thereunder or to, in any way, cause Moldova to terminate or not renew the Supply Agreement. (c) Supplier will not request or accept any direct payment from Moldova for any of the Equipment, Consumables, Software or Technology supplied by it to Moldova pursuant to its aforementioned covenant hereunder and Supplier will be paid by an entity which has no connection to Intercomsoft (in an amount not to exceed what Supplier would have otherwise received in payment under the Sales Agreement) and Intercomsoft shall have no obligation or responsibility to pay Supplier for any of the foregoing in the absence of a written agreement between Intercomsoft and Supplier. 4. Non-Compete Termination. Neither Intercomsoft, Trimol Group, Inc., or any subsidiary or affiliated entity thereof, shall be bound by any non-compete agreement or provision with Supplier or Supercom from and after the date hereof, including any such provision under the Sales Agreement. 5. Liquidated Damages. Supplier hereby acknowledges that, but for this provision, Intercomsoft would not have entered into this Termination Agreement. In the event that Supplier breaches any of its representations, warranties, obligations or covenants under this Termination Agreement, Supplier shall be obligated to and will pay to Intercomsoft, upon demand, a sum equal to (i) the aggregate of the last twelve payments made to Supplier under the Sales Agreement (or pursuant to this Termination Agreement, if applicable), and (ii) all other damages sustained by Intercomsoft as a result of such breach, such sum to represent liquidated damages and not as a penalty therefor. The foregoing shall not constitute an exclusive remedy for any breach or default of this Termination Agreement by Supplier. 6. Due Authorization. This Termination Agreement has been duly authorized by all required action of the parties hereto and represents a valid and binding obligation of the parties hereto, enforceable in accordance with the terms hereof. Each of the parties hereto has been represented by counsel in connection with the negotiation, execution and delivery of this Termination Agreement. In the event that Intercomsoft is required to institute any action or proceeding to enforce the terms and provisions of this Termination Agreement, Supplier will reimburse Intercomsoft for all costs and expenses incurred by it in connection therewith, including Intercomsoft's counsel fees. 7. Miscellaneous. This Agreement (i) constitutes the sole and entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, among the parties hereto with respect to the subject matter hereof, (ii) may not be modified or waived except pursuant to a written instrument signed by the party to be bound thereby, (iii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, (iv) shall be governed by and construed in accordance with the internal laws of the State of New York and shall be enforceable solely in the Federal and state courts located in New York County (or any other court of competent jurisdiction selected by Intercomsoft), (v) shall not be assignable by either of the parties hereto without the written consent of the non-assigning party, (vi) shall, if any term or provision hereof shall be determined to be unenforceable, remain valid and in full force and effect with respect to all other provisions of this Agreement not affected by such unenforceable provision or provisions, and (vii) may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first above written. WITNESS: INTERCOMSOFT LIMITED Yaron Kotick By: Yuri Benenson Chief Executive Officer WITNESS: SUPERCOM LIMITED (ISRAEL) Yossi Wejman By: Eli Rosen Chairman -----END PRIVACY-ENHANCED MESSAGE-----