-----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, Efqdh1IY6RIyVTSVPONdTVashpmInIi5sRxcnESLb/7odnFLnaX9kXkJFr0UQvKN wykt9SHVSFy6K3cXyoBG3w== 0001019056-02-000690.txt : 20021004 0001019056-02-000690.hdr.sgml : 20021004 20021004143439 ACCESSION NUMBER: 0001019056-02-000690 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020924 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUTTON TRADING SOLUTIONS INC CENTRAL INDEX KEY: 0001043105 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29331 FILM NUMBER: 02781900 BUSINESS ADDRESS: STREET 1: 1000 WOODBURY ROAD STREET 2: SUITE 214 CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 516-578-5888 MAIL ADDRESS: STREET 1: 1000 WOODBURY ROAD STREET 2: SUITE 214 CITY: WOODBURY STATE: NY ZIP: 11797 FORMER COMPANY: FORMER CONFORMED NAME: IKON VENTURES INC DATE OF NAME CHANGE: 20000203 8-K 1 sutton8_k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) September 24, 2002 ------------------ SUTTON TRADING SOLUTIONS, INC. -------------------------------------------------- (Exact name of registrant as specified in Charter) Nevada 000-29331 76-0270295 ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS employer of incorporation) file no.) identification no.) 1000 Woodbury Road, Suite 214, Woodbury, NY 11797 - ------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (516) 578-5888 -------------- ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Forward Looking Statements This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled "Risk Factors") relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with Registrant's financial statements and the related notes that appear elsewhere in this report and Registrant's quarterly report on Form 10-QSB for the three months ended June 30, 2002, as filed with the Securities and Exchange Commission (the "Commission"). Item 2. Acquisition or Disposition of Assets. On September 24th, 2002, Sutton Trading Solutions, Inc. (the "Company") and the Company's principal subsidiary, Sutton Online, Inc. ("SOL"), entered into an agreement (the "Agreement") with Tiburon Management Limited ("Tiburon") pursuant to which Tiburon was granted perpetual and exclusive licensing rights to GlobalDAT, the Company's proprietary direct access software platform, and all the rights, title and interest to certain hardware in exchange for Tiburon using its best efforts to complete the development, commercialization, and marketing of GlobalDAT (the "System Completion Activities"), $15,000 in cash, and a sliding percentage of any income generated by Tiburon from the sale or licensing of GlobalDAT. The Company entered into the Agreement because it lacks the resources to complete the System Completion Activities, and Tiburon has the resources and is willing to perform the System Completion Activities. All proceeds realized by the Company and SOL from the Agreement will be used for operating expenses and the satisfaction of existing liabilities. 2 As of June 30, 2002, the Company had written down the value of GlobalDAT to zero due to the unfinished state of GlobalDAT and the lack of resources to finish the development and marketing of GlobalDAT. As of the date of this report, Tiburon owns approximately 16% of the Company's issued and outstanding shares of common stock and is the sole holder of SOL's preferred stock. Also parties to the Agreement are Sutton Data Services, s.r.o. ("SDS"), the Company's bankrupt wholly owned subsidiary, and Radek Hulan, its former Chief Executive Officer, both of which have not yet executed the Agreement. Nevertheless, the Agreement, by its terms, is binding with respect to the promises and agreements affecting the Company, SOL, and Tiburon. Item 7. Financial statements, Pro Forma Financial Information and Exhibits. Exhibits. 10.1 License and Services Agreement executed September 24th, 2002. Financial Statements. (None) 3 SIGNATURES 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. SUTTON TRADING SOLUTIONS, INC. By: /s/ JONATHAN D. SIEGEL ------------------------------- Name: Jonathan D. Siegel Title: Chief Executive Officer 4 EX-10 3 ex10_1.txt EXHIBIT 10.1 Exhibit 10.1 License and Services Agreement This License and Services Agreement (this "Agreement") is entered into as of the 24th day of September 2002 (the "Effective Date"), by and among Sutton Trading Solutions, Inc., a publicly traded Nevada corporation ("STS"), Sutton Online, Inc., a Delaware corporation and wholly owned subsidiary of STS ("SOL"), Sutton Data Services, s.r.o., a Czech corporation and [wholly owned] subsidiary of STS ("SDS"), Radek Hulan ("Hulan") and Tiburon Management Limited ("Tiburon" or with SOL, STS and Hulan, collectively, the "Parties"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, STS, SOL and Tiburon are parties to a Subscription Agreement dated December 31, 2001 (the "Subscription Agreement") wherein Tiburon subscribed to purchase an aggregate of 2,600,000 units (collectively, "Units") of STS and SOL which included, among other things, 2,600,000 shares of SOL's Series A Preferred Stock (the "Preferred Stock"); and WHEREAS, pursuant to the terms of the Subscription Agreement, SOL issued, and Tiburon paid for, 2,600,000 shares of the Preferred Stock; and WHEREAS, STS owns, or has rights through it subsidiaries SOL and/or SDS to license, GlobalDAT(TM), SOL's proprietary Direct Access software platform (the "System"); and WHEREAS, SOL currently lacks the resources to complete the development, commercialization and marketing of the System ("System Completion Activities"); and WHEREAS, Tiburon has the resources and is willing to perform the System Completion Activities; and WHEREAS, Hulan is the Chief Executive Officer of SDS and has the know-how and experience to assist Tiburon in such activities; and WHEREAS, the Parties hereto desire to set forth by this Agreement the manner in which the System Completion Activities will be performed. NOW, THEREFORE, in exchange for the mutual promises and agreements contained herein, and other good and valuable consideration, the Parties to this Agreement hereby agree as follows: 1. Grant of License. SOL grants Tiburon a personal, perpetual, and exclusive license to use the System subject to the terms of this Agreement, which license shall continue until terminated pursuant to the terms hereof. The System is deemed to include any and all developments, software codes, API's, multimedia work and/or other programs produced, collaborated, invented or otherwise developed by any of the Parties and/or any of their agents, employees, contractors or representatives, whether know or unknown including, but not limited to the Global DAT software. 5 2. Scope of License. Tiburon may use the System for its own internal use and for the purpose of performing the System Completion Activities. In connection therewith, Tiburon shall use its best efforts to complete the development, commercialization and marketing of the System. The System shall be delivered in its "as is" condition with no express or implied warranties. It being clearly understood that the System in its current form is not ready for market. 3. Transfer of Equipment. In consideration of $15,000 and other good and valuable consideration, STS hereby transfers and conveys to Tiburon all the rights, title and interest of STS to certain hardware and equipment set forth on Schedule A (the "Equipment") necessary to perform the System Completion Activities; 4. Condition of Equipment. It is expressly understood and agreed among the Parties that the Equipment is delivered "as is" and that some or all of the Equipment may be leased and/or subject to liens or other rights of third parties. 5. Services to be Performed by Tiburon. Tiburon shall use its best efforts to complete the development, commercialization and marketing of the System. Such efforts include, but are not limited to the installation of hardware and software in an environment that will provide for access to the System via the internet for maintenance, demonstrations to potential purchasers, and future development. 6. Distribution of Proceeds. In the event Tiburon enters into any agreements to distribute or sublicense the System ("System Sublicenses"), the fees paid to Tiburon pursuant to such Sublicenses shall be distributed as follow: Amount of Fee % to Tiburon % to Sutton ------------- ------------ ----------- $1.00 - $500,000 90% 10% $500,001 - $800,000 75% 25% $800,001 - $1,200,000 60% 40% $1,200,001 or greater 25% 75% 7. Services to be Performed by Hulan. Hulan agrees to use his best efforts to facilitate the delivery of the System to Tiburon as contemplated hereunder and to work to develop the System to make it marketable to third parties. 8. Compensation to Hulan. In the event Tiburon enters into any System Sublicenses during the term hereof, Tiburon agrees to pay Hulan from Tiburon's share of the Sublicense fee as follows: (i) an amount equal to 20% of the fee (not to exceed $250,000); or (ii) in the event Hulan introduces Tiburon to the sublicense, an amount equal to 30% of the Sublicense fee (not to exceed $400,000). 6 9. Releases. In consideration of the foregoing, Hulan and SDS hereby releases the Company, SOL and their respective officers, directors, agents and representatives from any and all financial or contractual obligations any of them my have had to Hulan up to the date hereof. 10. Headings. The descriptive headings used herein are intended for reference only and shall not affect the construction or interpretation of this Agreement. 11. Severability. If any provision of this Agreement or the application thereof to any party or circumstances shall, to any extent, now or hereafter be or become invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and every other provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In addition, in the event this Agreement is not signed by all the Parties, the remaining Parties agree to be contractually bound to each other with respect to the promises and agreements affecting the signing Parties. 12. Dispute Resolution. Any dispute between the Parties arising under or relating to this Agreement shall be submitted to binding arbitration in New York. 13. Miscellaneous. This Agreement: (i) shall be governed by and construed in accordance with the laws of the State of New York; (ii) supercedes , to the extent it purports to be inconsistent with, any written or verbal agreement between any of the Parties with respect to the subject matter contained herein; (iii) may not be amended unless in a writing executed by all the Parties; and (iv) may be executed in counterparts which, taken together, shall constitute a binding agreement on all the Parties. The Parties certify by their undersigned authorized representatives that they have read this Agreement and agree to be bound by its terms and conditions. Tiburon Management Limited By: /s/ VINCENT MONTAGNA --------------------------- Title: Managing Partner Sutton Online, Inc. Sutton Trading Solutions, Inc. By: /s/ GREGORY C. FRANK By: /s/ JONATHAN SIEGEL --------------------------- --------------------------- Title: President Title: Chief Executive Officer Radek Hulan Sutton Data Services, s.r.o. - ------------------------------- By: --------------------------- Title: ------------------------ 7 Schedule A ---------- COMPONENT SERIAL # QUANTITY --------- -------- -------- Mag 19" Monitor 6 NEC 19" Monitor 11 Dell 19" Monitor 1 Futura 19" Monitor 2 APC 200 UPS 3 APC 700 xl UPS 1 Trip Lite Smart 2200 UPS 6 APC Battery Pack 3 APC 2200 UPS 1 Box of misc. Power Cords 1 Belkin Omniviews 6 Box of misc. Patch Cables 1 Visual Networks Wan devise 1 Cisco 1600 Router 1 Westpost Research Data Reciever 1 Telebit Router 2 3Com SUperStack II 24 Port 060172NV34325B8, 6 060172NV367E298, 040072NV25B8098, 050072NV2B40A38, 030072NV17E84F8, 03007NV213E478 3Com SUperStack II 12 Port KXWV0CC67AF, 5 KXW5008723, KXWS0086E2, KXW5009DBC, KXW5009DAC HP Surestore DLC 70 Tape Writer 1 NU design SCSI Drive 1 8 Cisco 3620 Routers JAB051481V7, 5 JAB0402803T, JAB051481TP, JAB04428CBV, JAB033951EV Cisco 1900 Routers 00055ECC2640, 2 00055EFD2CC0 Cisco 2600 Routers JAB0437858A, 6 JAB0445862P, JAB035280NP, SNN030301TX, JMX0528K4DM, JMX0528K4DN HP Laserjet 4500 N 1 Toner Cartridge 1 NU Drive SCSI array 1 Sun Netra XI Servers CL15202809 5 Compaq Proliant Servers 2 Slimline 1U Servers 2000071022, 2000071024, 17 2000090105, 2000082225, 2000120112, 2000082224, 2001030080, 2000071025, 2000071037, 2000071039, 2000071018, 2000071020, 2000071031, 2000071021, 2000071035, 2000071033, 2000071055 9 -----END PRIVACY-ENHANCED MESSAGE-----