-----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, URu3Q0IFA9xmFGWUd32+7GP9H6LMj/KY+LVb2GObCV9ym7rjSBFi815HVIv4hCIV IjxZjfXN1HUmCxX2pOU0fA== 0001037979-97-000006.txt : 19970912 0001037979-97-000006.hdr.sgml : 19970912 ACCESSION NUMBER: 0001037979-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970908 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 97676855 BUSINESS ADDRESS: STREET 1: 3821-B TAMIAMI TRAIL SUITE 201 CITY: PORT CHARLOTTE STATE: FL ZIP: 33952 BUSINESS PHONE: 9412559582 MAIL ADDRESS: STREET 1: 3821-B TAMIAMI TRAIL SUITE 201 CITY: PORT CHARLOTTE STATE: FL ZIP: 33952 FORMER COMPANY: FORMER CONFORMED NAME: INFOTEC INC DATE OF NAME CHANGE: 19930506 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ====================================== FORM 8K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ====================================== Date of Report: June 30, 1997 Equity Growth Systems, Inc. (Exact name of registrant as specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) O-3718 (Commission File Number) 11-2050317 (IRS Employer Identification Number) 3821-B Tamiami Trail, Suite 201; Port Charlotte, Florida 33952 (Address of Principal Executive offices) (Zip Code) (941) 255-9852 Registrant's Telephone Number, including Area Code ITEM 5. Other Events The Registrant has entered into a settlement agreement with Diversified Corporate Consulting Group, L.L.C., a Delaware limited liability company ("Diversified"), and Edward Granville-Smith, Trustee (the "Trustee"), pursuant to which: (1) Diversified exercised its option to acquire 200,000 shares of the registrants common stock previously registered on Form S-8, in consideration for cancellation of more than $100,000 claimed to be owed by the Registrant to Diversified for services rendered since 1994; and (2) Diversified's liability to the Trustee for $30,000 under an exchange agreement will be canceled in consideration for the transfer by Diversified to the Trustee of 110,000 shares of the Registrants common stock acquired by Diversified from Mr. Warren A. McFadden during 1996. A copy of the settlement agreement is included as an exhibit to this current report. ITEM 7. Financial Statements and Exhibits. Exhibit Description 10.13 Settlement Agreement between the Registrant, Diversified and the Trustee, see sequentially numbered page 3, together with the Memorandum of agreed-upon modifications and amended thereto). Signatures Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Equity Growth Systems, Inc. June 30, 1997 By:_________________________ Edward Granville-Smith, Jr., Chairman EX-99 2 EXHIBIT 10.13 SETTLEMENT AGREEMENT BETWEEN THE REGISTRANT, DIVERSIFIED, AND THE TRUSTEE WITH MEMORANDUM OF AGREED-UPON MODIFICATIONS AND AMENDMENTS SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into by and among Equity Growth Systems, Inc. a publicly held Delaware corporation ("Equity Growth Systems"); Edward Granville- Smith, Trustee, a Florida resident (the "Trustee"); and, Diversified Corporate Consulting Group, L.L.C., a Delaware limited liability company (Diversified" Equity Growth Systems, the Trustee and Diversified being collectively referred to as the "Parties" and each being sometimes hereinafter generically referred to as a "Party"). PREAMBLE: WHEREAS, Equity Growth Systems owes Diversified in excess of $100,000.00 for consulting services, out of pocket costs and disbursements; and WHEREAS, Diversified owes the Trustee $30,000.00 in conjunction with the assumption of a note originally payable by Warren A. McFadden and secured by 110,000 free trading shares of Equity Systems common stock, a copy of the current note from Diversified to the Trustee having been included as an exhibit to Equity Growth System's Report on Form 10-KSB for the year ended December 31, 1995 (the "Note"); and WHEREAS, Diversified has an option to purchase 200,000 shares of Equity Growth Systems' common stock, registered with the Securities and Exchange Commission on Form S-8 during 1996, a copy of such S-8 being available through the Securities and Exchange Commission's EDGAR system (the "S-8 Stock"), the exercise price thereof being an aggregate of $80,000; and WHEREAS, the Parties are willing to settle all of their outstanding claims against each other on the terms set forth below: NOW, THEREFORE, in consideration of the premises, as will as the mutual covenants hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows: WITNESSETH: First: Terms of Settlement Diversified, the Trustee and Equity Growth Systems hereby agree to settle all of their outstanding claims against each other and their members, partners, officers, directors, agents and affiliates, on the following terms: A. In full payment of the option exercise price for the S-8 Stock, Diversified hereby cancels the debt owed by Equity Growth Systems, Inc. as of December 31, 1997, as evinced by the statement from Diversified to Equity Growth Systems annexed hereto and made a part hereof as exhibit 1-A. B. In full payment of the Note, Diversified hereby assigns to the Trustee the 110,000 shares of stock purchased from Warren A. McFadden. Second: Mutual Releases In consideration for the exchange of covenants reflected above but excepting only the obligations created by this agreement, the Parties hereby each release, discharge and forgive the other, and each of the others' members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. Third: Miscellaneous 3.1 Amendment. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is evinced by a written instrument, subscribed by the Party against which such modification, waiver, amendment, discharge or change is sought. 3.2 Notice. All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have duly given on the first business day after mailing by United States registered or unaudited mail, return receipt requested, postage prepaid, addressed as follows: To Equity Growth Systems: 3821 B Tamiami Trail, Suite 201; Port Charlotte, Florida 33949 Attention: Edward Granville-Smith. To the Trustees: Edward Granville-Smith. 3821 B Tamiami Trail, Suite 201; Port Charlotte, Florida 33949 To Diversified: 1941 Southeast 51 at Terrace, Ocala, Florida 34471 Attention: William A. Calvo, III. Or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. 3.3 Merger. This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. All prior agreements whether written or oral are merged herein and shall be of no force or effect. 3.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 3.5 Severability. If any provision or any portion of any provision of this agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provisions and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 3.6 Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be in Greene County, New York. 3.7 Indemnifications. Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise; provided that, such claims are asserted by third parties unrelated to the Parties. In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' throughout any negotiations, trials or appeals, whether or not any suit is instituted. 3.8 Litigation. In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. 3.9 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assign, personal representatives, estate, heirs and legatees. 3.10 Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. 3.11 Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors, and assigns may require. 3.12 Further Assurances. The Parties agree to do , execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers or attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 3.13 Status. Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, employer-employee relationship, lessor- lessee relationship, or principal-agent relationship, rather, the relationships established hereby are those of settling debtor and creditor. 3.14 Counterparts. This Agreement may be executed in any number of counterparts. All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 3.15 License. This Agreement is the property of Diversified. The use hereof by the Parties is authorized hereby solely for purposes of this transaction and, the use of this form ofagreement or of any derivation thereof without Diversified's P.C.'s prior written permission is prohibited. * * * * IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed effective as of the 29th day of April, 1997. Signed, sealed and delivered In Our Presence: ____________________________ Equity Growth Systems, Inc. By:_______________________ ____________________________ Edward Granville-Smith, CEO (CORPORATE SEAL.) ____________________________ ___________________________ ____________________________ EdwardGranville-Smith, Trustee Diversified Corporate Consulting Group, L.L.C. ___________________________ ___________________________ By:_______________________________ William A. Calvo, III, Managing Member EX-99 3 MEMO ATTACHED TO EXHIBIT 10.13 MEMORANDUM FROM DIVERSIFIED TO GRANVILLE-SMITH AS ATTACHED TO THE SETTLEMENT AGREEMENT (EXHIBIT 10.13) DATED APRIL 24, 1997 (ON DIVERSIFIED LETTERHEAD) Diversified Corporate Consulting Group, L.L.C. A Delaware Limited Liability Company Business Consultants & Advisors MEMORANDUM TO: Edward Granville-Smith FROM: William A Calvo, III DATE: April 24, 1997 SUBJECT: Matters Ancillary to Settlement Agreement REFERENCES: Modifications Proposed by Jay C. Salyer, Jr. Dear Ted: Confirming our conversation of this morning: 1. The Settlement Agreement is to be executed in its original form. 2. To the extent that any of the following hold more than 10% of the common stock in Equity Growth Systems, Inc. or serve as officers or directors thereof, they are subject to resale restrictions imposed by Securities and Exchange Commission Rule 144: A. William A. Calvo, III (40,000 shares); B. William A. Calvo, III as trustee for William A Calvo, IV (40,000); C. William A. Calvo, III as trustee for Alexander Nicholas Calvo (40,000 shares); D. William A. Calvo, III, as trustee for Edward Patrick Calvo (40,000 shares); E. Cyndi Noyes Calvo (40,000 shares); F. William A. Calvo, III & Cyndi Noyes Calvo, JTWRS (100,000 shares); G. Joseph D. Radcliffe (200,000 shares); H. Diversified Corporate Consulting Group, L.L.C. (2000,000 shares); I. Dennis Radcliffe (50,000 shares); and J. Michael J. Radcliffe (50,000 shares). 3. Immediately following execution of the settlement agreement and filing thereof, Diversified Corporate Consulting Group, L.L.C., and Joseph D. Radcliffe (each record holders of 200,000 shares, approximately 5.9% of the outstanding common stock), and, William A. Calvo, III (the holder of 40,000 shares of common stock as an individual, 100,000 shares as a joint tenant with his wife and 120,000 shares as a trustee for his children), will file Forms 3 and Schedules 13(g) prepared by your legal counsel in form satisfactory to me with the Securities and Exchange Commission, complying with reporting obligations for holders of more than 5% and 10% respectively of a Section 12(g) issuer's common stock. Such forms will aggregate the securities owned by the foregoing persons not filing such reports with those of the reporting persons and will disclose the basis for such aggregation, although Dennis Radcliffe, Michael J. Radcliffe and Cyndi Noyes Calvo may not meet the aggregation requirements. It is also possible that the children for whom I serve as trustee will not meet such aggregation requirements. 4. In conjunction with the foregoing, to the extent that any of the foregoing are required to transfer securities in order to meet tasks requested by you or anyone authorized to act for Equity Growth Systems, Inc. (E.g., payments to other consultants or service providers), such person would be reimbursed in kind from Equity Growth Systems, Inc., immediately thereafter. Any such transactions shall, to the extent legally possible, be exempt from any of the foregoing restrictions. 5. In consideration for the foregoing, each such person shall, for so long as the foregoing legal impediments exist, have the right to have their shares registered with the Securities and Exchange Commission on any registration or notification statement filed by Equity Growth Systems, Inc. under the Securities Act of 1933, as amended, as well as with any state securities regulatory authorities; subject to such reasonable restrictions negotiated with them in good faith, as the underwriters involved in such transaction may request. 6. The foregoing restrictions will cease to apply at the time that they are no longer legally mandated. With best personal regards, we are Very truly yours Diversified Corporate Consulting Group, L.L.C. William A. Calvo, III Managing Member The forgoing is hereby accepted, as of the date first set forth above: Equity Growth Systems, Inc. Edward Granville-Smith Chairman and Chief Executive Officer EX-99 4 ATTACHMENT TO EXHIBIT 10.13 TIME AND EXPENSE RECORD FROM DIVERSIFIED TO GRANVILLE-SMITH AS ATTACHED TO THE MEMORANDUM DATED JANUARY 6, 1997 (ON DIVERSIFIED LETTERHEAD) Administrative Offices Diversified Corporate Consulting Group, L.L.C. A Delaware Limited Liability Company Business Consultants & Advisors January 6, 1997 Equity Growth Systems, Inc. Ted Granville-Smith 3821 B Tamiami Trail, Suite 201 Port Charlotte, FL 33952 Time and Expense Record Dates: December 1, 1996 - December 31, 1996 Principal Provider's Name: William A. Calvo, III SUMMARY OF EXPENSES Client Date Time/Cat/Mat/Exp Comments Granville 12/02 0.5/SEC-Corp/Infotec Reviewed 10-OSB from Edgar, sent critique to GM, along with notification of intent to commence interpleader action. Granville 12/03 0.5/SEC-Corp/Infotec Sent files to GLG for interpleader action. Monitoring commencement of interpleader action. Granville 12/04 0.3/SEC-Corp/Infotec Monitoring GLG interpleader action. Granville 12/05 0.1/SEC-Corp/Infotec Monitoring GLG interpleader action. Granville 12/06 1.5/SEC-Corp/Infotec Monitoring GLG interpleader action. T/Empire Securities.Prepared letter to Empire re:Problems and withdrawl of 15c2-11. Granville 12/11 1.0/SEC-Corp/Infotec Discussed Empire response w/JDR and GLG. Drafted and sent letter to Empire with copies to Moffitt, JDR, RDB, and GLG. Granville 12/12 0.1/SEC-Corp/Infotec Monitoring GLG interpleader action. Granville 12/16 0.1/SEC-Corp/Infotec Monitor GLG litigation. Granville 12/17 0.1/SEC-Corp/Infotec Monitor GLG litigation. Granville 12/18 0.1/SEC-Corp/Infotec Monitor GLG litigation. BILLING SUMMARY Total New Billing (4.3 hours x $250.) = $ 1,075.00 Total Old Billing = $106,283.68 Total Collections (hours x $65.) = $ Total Paralegal Billing (hours x $55.) = $ Total Secretarial & Clerical (.7 hrs x $35.) = $ 24.50 Total Phone, Fax, & Postage = $ 9.47 Payments on Account = $ .00 Total Now Due = $107,392.65 Please make your check payable to William A. Calvo, III, and address it to William A. Calvo, III, c/o The Calvo Family, 1941 Southeast 51st Terrace, Ocala, Florida 34471. With best personal regards, we are Very truly yours, Vanessa II. Mitchem, Paralegal -----END PRIVACY-ENHANCED MESSAGE-----