-----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, JOCDKoXkS9oPppMYHVPzby0OLkzjv1BbD3mVZFdMwmnIATX1LzZXieZ65+NeSFCV aNZwKxaS5MEU1Yxzk09MeQ== 0000950134-96-003403.txt : 19960710 0000950134-96-003403.hdr.sgml : 19960710 ACCESSION NUMBER: 0000950134-96-003403 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960709 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION MANAGEMENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000824578 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 581722085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40186 FILM NUMBER: 96592564 BUSINESS ADDRESS: STREET 1: 130 CEDAR ST 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123066100 MAIL ADDRESS: STREET 1: 130 CEDAR STREET CITY: NEW YORK STATE: NY ZIP: 10006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY INVESTORS LTD CENTRAL INDEX KEY: 0000930022 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MEMORIAL SQUARE STREET 2: P O BOX 556 CHARLESTON CITY: NEVIS WEST INDIES MAIL ADDRESS: STREET 1: 27 WELLINGTON ST CITY: CORK IRELAND SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* INFORMATION MANAGEMENT TECHNOLOGY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.04 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 456908300 - -------------------------------------------------------------------------------- (CUSIP Number) Stuart J. Chasanoff, Esq. 4000 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 (214) 720-1608 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 1996 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this Statement. [X] (A fee is not required only if the Reporting Person: (1) has a previous statement on file reporting beneficial ownership of more than five percent (5%) of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent (5%) of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 2 CUSIP No. 456908300 13D (1) Name of Reporting Person Infinity Investors Ltd. I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis West Indies Number of Shares (7) Sole Voting 227,627 Power Beneficially (8) Shared Voting N/A Owned by Each Power Reporting Person (9) Sole Dispositive 227,627 Power with: (10) Shared Dispositive N/A Power (11) Aggregate Amount Beneficially Owned 227,627 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 4.98% Amount in Row (11) (14) Type of Reporting Person* CO * SEE INSTRUCTIONS 3 CUSIP No. 456908300 13D SCHEDULE 13D Filed Pursuant to Rule 13d-1 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (this "Statement") relates to the Class A common stock, $.04 par value per share (the "Common Stock"), of Information Management Technology, Inc., a Delaware corporation, which has its principal executive offices located at 130 Cedar Street, 4th Floor, New York, New York 10006 (the "Issuer"). ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This Statement is filed by Infinity Investors, Ltd., a Nevis and (f) business corporation (the "Reporting Person"). The Reporting Person is principally engaged in the business of acquiring, holding, selling, trading, exchanging or otherwise investing in securities and other financial assets. The principal business and principal office address of the Reporting Person is located at Memorial Square, P. O. Box 556, Charleston, Nevis, West Indies. The mailing address of the Reporting Person is 27 Wellington Street, Cork, Ireland. The name, citizenship (or place of organization, as applicable), business address, present principal occupation or employment of each of the executive officers, directors and persons who may deemed in control of the Reporting Person, if any, (and the executive officers and directors of any entity which could be deemed ultimately in control of the Reporting Person) are set forth on Schedule 1 attached hereto and incorporated herein by reference. Such persons are collectively referred to herein as the "Individuals". (d)-(e) During the last five (5) years, neither the Reporting Person nor any of the Individuals has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and neither the Reporting Person nor any of the Individuals is a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Person or any of the Individuals was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity 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. As described in further detail in the paragraphs below, effective June 27, 1996, the Reporting Person acquired 410,200 shares of Common Stock (the "Shares") directly from 4 CUSIP No. 456908300 13D the Issuer in connection with the partial conversion (the "Conversion") of $394,850.00 principal amount of the 6% Convertible Debenture Due March 5, 1998 issued by the Issuer to the Reporting Person on March 5, 1996 (the "Convertible Debenture") at a conversion price of $.9625 per share. The funds used to acquire the Convertible Debenture were derived from the working capital of the Reporting Person. Immediately prior to the Conversion, the Reporting Person had actual ownership of 600 shares of Common Stock of the Issuer representing less than 1% of the Common Stock of the Issuer then outstanding. The Reporting Person acquired an aggregate of $2.1 million principal amount of the Convertible Debenture pursuant to an Offshore Convertible Securities Subscription Agreement between the Issuer and the Reporting Person (the "Subscription Agreement") filed as Exhibit 1 hereto and incorporated by reference herein. The Convertible Debenture is convertible, at the option of the holder, into shares of Common Stock, pursuant to the terms of the Convertible Debenture filed as Exhibit 2 hereto and incorporated herein by reference. If any principal amount of the Convertible Debenture remains outstanding at March 5, 1998, such principal amount will be automatically converted, without the requirement of further action on the part of the holder, pursuant to the terms at the Convertible Debenture. Notwithstanding the foregoing, however, the Convertible Debenture is not convertible at any time for any number of shares of Common Stock in excess of that number which would render the Reporting Person the beneficial owner of 4.99% or more of the then issued and outstanding shares of Common Stock of the Issuer (the "Ownership Cap"). On June 27, 1996, pursuant to the terms of a Letter Agreement attached as Exhibit 4 hereto and incorporated herein by reference, the Issuer agreed to waive the Ownership Cap with respect to a single transaction resulting in the conversion of not more than 410,200 shares of Common Stock. Accordingly, effective June 27, 1996 the Reporting Person converted $394,850 principal amount of the Convertible Debenture and acquired 410,200 shares of Common Stock thereby. As a result, pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Person became the beneficial owner of 410,800 shares of Common Stock, or approximately 9.0% of the outstanding Common Stock of the Issuer, based on 4,154,623 shares of Common Stock outstanding at June 20, 1996. Thereafter, on June 28, 1996, the Reporting Person disposed of 410,000 Shares of Common Stock in a single open market transaction at a price of $1.375 per share or an aggregate sales price of $563,750 and, as a result, held 800 shares on the date hereof (the "Remaining Shares"). ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the Convertible Debenture and the underlying Shares from the Issuer for investment purposes only. 5 CUSIP No. 456908300 13D Although the Reporting Person has no present intention to acquire any additional shares of Common Stock of the Issuer, it may, based upon a number of factors, including the Reporting Person's evaluation of the Issuer's business prospects and financial condition, the market for the Issuer's shares, general economic and stock market conditions and other investment opportunities, acquire additional shares of Common Stock upon conversion of the Convertible Debenture or otherwise or may dispose of all or a portion of the Remaining Shares owned by it. Except as noted above, the Reporting Person has no present plans to cause the Issuer to engage in any extraordinary corporate transactions; to effect any change of the Issuer's management or its directors, business, corporate structure, capitalization, dividend policy, Certificate of Incorporation or Bylaws; or to delete, delist or terminate the registration of any securities of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Immediately upon the Issuer's waiver of the Ownership Cap as described in Item 3 above (June 27, 1996) the aggregate number of shares of Common Stock which may be deemed to have been beneficially owned by the Reporting Person as of such date was 410,800 shares constituting approximately 9.0% of the outstanding Common Stock of the Issuer (based on 4,154,623 shares of Common Stock outstanding at June 20, 1996 pursuant to information received from the Issuer). The aggregate number of shares of Common Stock which may be deemed to be beneficially owned by the Reporting Person at the date hereof is 227,627 shares, constituting 4.98% of the outstanding Common Stock of the Issuer, based on 4,570,823 shares of Common Stock outstanding at June 27, 1996, pursuant to information received from the Issuer (226,827 shares or 4.96% of which the Reporting Person beneficially holds as a result of its right to acquire shares of Common Stock upon conversion of the Convertible Debenture). (b) The Reporting Person has the sole power to vote and dispose of the Convertible Debenture and the Remaining Shares. (c) The Reporting Person has effected the following transactions in the shares of Common Stock of the Issuer during the previous sixty (60) days:
DATE TYPE OF TRANSACTION NO OF SHARES(1) PRICE/SHARE ---- ------------------- --------------- ----------- 5/7/96 Market Sale 793 2.375 5/13/96 Market Sale 49,500 2.7172 5/14/96 Market Sale 22,500 2.575
6 CUSIP No. 456908300 13D 5/15/96 Market Sale 12,000 2.3616 5/16/96 Market Sale 23,600 2.1261 5/21/96 Market Sale 3,500 2.000 5/28/96 Market Sale 31,431 2.000 6/4/96 Market Sale 11,000 1.841 6/5/96 Market Sale 9,000 1.875 6/10/96 Market Sale 5,000 1.875 6/11/96 Market Sale 39,500 1.750 6/12/96 Market Sale 8,200 1.750 6/13/96 Market Sale 32,500 1.695 6/14/96 Market Sale 100,000 1.688 6/17/96 Market Sale 17,000 1.688 6/18/96 Market Sale 19,596 1.625 6/28/96 Market Sale 410,000 1.375
- --------------- (1) Shares of Common Stock sold before June 27, 19996 were acquired pursuant to various conversions of the principal amount of the Convertible Debenture. After giving effect to any such conversions, the holder did not have or have the right to acquire more than 4.99% of the outstanding Common Stock of the Issuer. (d) Not applicable. (e) The Reporting Person ceased to be the owner of more than five percent (5%) of the Common Stock on June 28, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person has no other contracts, arrangements, understandings, or relationships with any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Offshore Convertible Securities Subscription Agreement, between Information Management Technology, Inc. and Infinity Investors, Ltd. 99.2 6% Convertible Debenture Due March 5, 1998 of Information Management Technology, Inc., dated March 5, 1996 (the "Convertible Debenture") 99.3 Amendment No. 1 to Convertible Debenture, dated June 20, 1996 99.4 Letter Agreement, dated June 27, 1996 7 CUSIP No. 456908300 13D SIGNATURE After reasonable inquiry, I certify that to the best of my knowledge and belief the information set forth in this Statement is true, complete and correct. Date: July 8, 1996 INFINITY INVESTORS, LTD. By: /s/ James E. Martin ------------------------- James E. Martin Director Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S. C. 1001). 8 CUSIP No. 456908300 13D SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF INFINITY INVESTORS, LTD. Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each director and executive officer of Infinity Investors, Ltd. (the "Reporting Person").
PRESENT PRINCIPAL NAME AND CITIZENSHIP OR OCCUPATION OR POSITION WITH PLACE OF ORGANIZATION BUSINESS ADDRESS EMPLOYMENT REPORTING PERSON ------------ ---------------- ---------- ---------------- Cofides S.A.* Memorial Square Nevis business corporation Director (Nevis, West Indies) P. O. Box 556 which serves as the Nevis, West Indies Director of various entities James Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG James E. Martin 38 Hertford Street Accountant Director (British) London, England W1Y 7TG SECORD Limited 38 Hertford Street British corporation which Secretary (England) London, England serves as the Secretary of W1Y 7TG various entities Margareta Hedstrom 37 Shepherd Street Business Executive President/ (Swedish) London, England Treasurer W1Y 7LH - ---------------
* The members of the Board of Directors of Cofides S.A. are James A. Loughran, Siobhan B. Loughran, James E. Martin, Ashley Bolt + Co. Limited and Margareta Hedstrom. The Reporting Person advises that no persons and/or organizations control the Reporting Person (either individually or as a group) as that term is used in Instruction C to Rule 13d-101 promulgated under the Securities Exchange Act of 1934, as amended. 9 INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Offshore Convertible Securities Subscription Agreement, between Information Management Technology, Inc. and Infinity Investors, Ltd. 99.2 6% Convertible Debenture Due March 5, 1998 of Information Management Technology, Inc., dated March 5, 1996 (the "Convertible Debenture") 99.3 Amendment No. 1 to Convertible Debenture, dated June 20, 1996 99.4 Letter Agreement, dated June 27, 1996
EX-99.1 2 OFFSHORE CONVERTIBLE SECURITIES AGREEMENT 1 EXHIBIT 99.1 OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT OF INFORMATION MANAGEMENT TECHNOLOGY, INC. THIS OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT (hereinafter the "Agreement") has been executed by the undersigned in connection with the sale of certain convertible debentures (hereinafter the "Debentures"), convertible into shares of common stock (hereinafter the "Shares") of INFORMATION MANAGEMENT TECHNOLOGY, INC., a corporation organized under the laws of Delaware (hereinafter "Seller") to INFINITY INVESTORS, LTD., a corporation organized under the laws of Nevis, British Virgin Islands (hereinafter "Buyer"). Seller and Buyer (hereinafter collectively the "parties") each hereby represents, warrants and agrees as follows: 1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE. (i) Buyer hereby subscribes for Two Million One Hundred Thousand Dollars ($2.1 million U.S.) principal amount of Debentures, convertible into Shares in accordance with the terms set forth in the form of Debenture attached as Exhibit A to this Agreement. (ii) Buyer shall pay the purchase price by delivering same day funds in United States Dollars to Seller, or as otherwise agreed between the parties, to be delivered upon delivery of the Debentures to Buyer. (iii) This Agreement has been executed in connection with an offering (the "Offering") by Seller of Debentures pursuant to Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Buyer will be notified of the date of the completion of the Offering. 2. BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents and warrants to Seller as follows: (i) Buyer is not a "U.S. Person" as defined by Rule 902 of Regulation S, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) At the time the buy order for this transaction was originated, Buyer was outside the United States; (iii) No offer to purchase the Debentures was made in the United States; (iv) Buyer is either (a) purchasing the Debentures for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has made and confirmed to Seller the representations contained herein; 2 (v) All subsequent offers and sales of the Debentures or the Shares will be made (a) outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, (b) pursuant to registration of the Debentures or the Shares under the Securities Act, or (c) pursuant to an exemption from such registration. In any case, Buyer will not resell the Debentures or the Shares to U.S. Persons or within the United States until after the end of the forty (40) day period commencing on the date of purchase by Buyer of the Debentures (the "Restricted Period"); (vi) Buyer has no existing short position with respect to the common stock of Seller and agrees not to enter into any short sales or other hedging transactions with respect to the common stock of Seller at any time after the execution of this Agreement by Buyer and prior to the expiration of the Restricted Period. Buyer further agrees that, at all times after the execution of this Agreement by Buyer and prior to the expiration of the Restricted Period, it will keep its purchase of the Debentures or the Shares confidential, except as required by law and except as necessary in the ordinary course of Buyer's business; (vii) Buyer understands that the Debentures are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such provisions. Accordingly, Buyer agrees to notify Seller of any events which would cause the representations and warranties of Buyer to be untrue or breached at any time after the execution of this Agreement by Buyer and prior to the expiration of the Restricted Period; (viii) Any offering documents received by Buyer include statements to the effect that neither the Debentures nor the Shares have been registered under the Securities Act and such securities may not be offered or sold in the United States or to U.S. Persons during the Restricted Period; (ix) Buyer, in making the decision to purchase the Debentures subscribed for, has relied upon independent investigations made by it and has not relied on any information or representations made by third parties; (x) In the event of resale of the Debentures or the Shares during the Restricted Period, Buyer shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Debentures or the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchaser shall provide written confirmation or other notice upon resale during the Restricted Period; (xi) Buyer has not taken any action that would cause Seller to be subject to any claim for commission or other fee or remuneration by any broker, finder, or other person and Buyer hereby indemnifies Seller against any such claim caused by the actions of Buyer or any of its employees or agents; and 3 (xii) Buyer's purchase of the Shares pursuant to this Agreement is not part of a plan or a scheme to evade the registration provisions of the Securities Act. 3. SELLER'S REPRESENTATIONS AND COVENANTS. Seller represents and warrants to Buyer as follows: (i) Seller has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation. Seller is a "Domestic Issuer" and a "Reporting Issuer," as such terms are defined by Rule 902 of Regulation S. Seller has registered its common stock pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is in full compliance with all reporting requirements of either Section 13(a) or 15(d) of the Exchange Act, and Seller's common stock trades on the Nasdaq Stock Market; (ii) Seller has furnished Buyer with copies of Seller's most recent Annual Report on its Form 10-K filed with the Securities and Exchange Commission and all Forms 10-Q and 8-K filed thereafter (the "Public Documents"). The Public Documents do not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Seller currently has 3,507,032 shares of common stock issued and outstanding; 3,438,742 Class A warrants, 2,679,414 stock options and 1,545,671 shares of preferred stock. (iii) Seller has not offered the Debentures or the Shares to any person in the United States, any identifiable group of U.S. citizens abroad, or to any U.S. Person; (iv) At the time the buy order was originated, Seller reasonably believed Buyer was outside the United States and was not a U.S. Person; (v) Seller and/or its agents reasonably believe that the sale of Debentures has not been prearranged with a buyer in the United States; (vi) Seller has not conducted any "directed selling efforts" with respect to the Debentures or the Shares; (vii) The Debentures or Shares when issued and delivered will be duly and validly authorized and issued, and with respect to the Shares, fully-paid and nonassessable and will not subject the holders thereof to personal liability by reason of being such holders. There are no preemptive rights of any shareholder of Seller with respect to the Debentures or the Shares; (viii) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; 4 (ix) The execution and delivery of this Agreement and the consummation of the issuance of the Debentures or the Shares and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Seller of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of Seller, or any indenture, mortgage, deed of trust or other material agreement or instrument to which Seller is a party or by which it or any of its properties or assets are bound, or any existing applicable decree, judgment or order of any court, Federal or State regulatory body, administrative agency or other governmental body having jurisdiction over Seller or any of its properties or assets; (x) Seller is not aware of any authorization, approval or consent of any governmental body which is legally required for the issuance and sale of the Debentures or the Shares as contemplated by this Agreement; (xi) Seller will issue one or more Debentures in the name of Buyer in such denominations to be specified by Buyer prior to closing. Upon conversion of the Debentures, Seller will issue one or more certificates representing the Shares in the name of Buyer without a restrictive legend and in such denominations to be specified by Buyer prior to conversion. Seller further warrants that no instructions other than these instructions, and instructions for a "stop transfer" until the end of the Restricted Period, have been given to the transfer agent and also warrants that the Debentures and the Shares shall otherwise be freely transferable by the Buyer on the books and records of Seller subject to compliance with Federal and State securities laws. Seller will notify the transfer agent of the date of purchase of the Debentures and of the date of expiration of the Restricted Period. Nothing in this section shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Debentures and Shares; (xii) Seller has taken and will take no action that will affect in any way the running of the Restricted Period or the ability of Buyer to resell the Debentures or the Shares in accordance with applicable securities laws and this Agreement; (xiii) Seller will comply with all applicable securities laws and regulations with respect to the sale of the Debentures or the Shares, including but not limited to the filing of all reports required to be filed in connection therewith with the Securities and Exchange Commission or any stock exchange or NASDAQ or any other regulatory authority; and (xiv) Seller agrees that it will not issue a press release or other communications to the public containing Buyer's name or other identifying information without Buyer's written consent. 4. REGISTRATION. If upon conversion of the Debentures effected by the Buyer pursuant to the terms of this Agreement and the Form of Debenture following the expiration of the Restricted Period, the Seller fails to issue certificates for Shares issuable upon such conversion to the Buyer bearing no restrictive legend for any reason other than the Seller's reasonable good faith belief that the representations and warranties made by the Buyer in this Agreement were untrue when made, then the Seller shall be required, at the request of the Buyer 5 and at the Seller's expense, to effect the registration of the Shares issuable upon conversion of the Debentures under the Securities Act and relevant Blue Sky laws as promptly as is practicable. The Seller and the Buyer shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The Seller shall file a registration statement within 30 days of Buyer's demand therefore and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter and in any event within 90 days of the date of the initial filing thereof. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission ("SEC") and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the SEC. Once declared effective by the SEC, the Seller shall cause such registration statement to remain effective until the earlier of (i) the sale by the Buyer of all Shares registered or (ii) 120 days after the effective date of such registration statement. In the event that the Seller has not effected the registration of the Shares issuable upon the conversion of the Debentures under the Act and relevant Blue Sky Laws within ninety (90) days after the date such registration statement was file with the SEC, the Seller shall pay to the Buyer by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to Buyer immediately upon expiration of the 90-day period referenced in the preceding sentence if the registration of the Shares is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the Seller from its obligations to register the Shares pursuant to this Section 4. In the event that Buyer does not qualify under Regulation S as a result of Buyer's representation and warranties with respect to Buyer's qualification under Regulation S, in that event the Seller shall not be responsible for the cost of registration of Buyer's Shares with the Securities and Exchange Commission or any State Blue Sky agency as may be required. 5. CLOSING. Debentures shall be dated, delivered to Buyer and the funds therefore shall be delivered to Seller on February __, 1996 (the "Closing Date") or at such time to be mutually agreed. 6. CONDITIONS TO CLOSING. (i) Buyer understands that Seller's obligation to sell the Debentures is conditioned upon delivery to Seller, or otherwise as agreed between Buyer and Seller, by Buyer of the amount set forth in Section 1 hereof. (ii) Seller understands that Buyer's obligation to purchase the Debentures is conditioned upon delivery of the Debentures as described herein, and provision of an opinion of counsel confirming the matters set out in Section 3(i), (vii), (viii), (ix) and (x) above (which latter condition may be waived at the sole option of Buyer). 7. MISCELLANEOUS. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York. Facsimile signatures of this Agreement shall be binding on all parties hereto. All terms used herein that are defined in Regulation S under the Securities Act shall have the meanings set forth therein. 6 (ii) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature page follows] 7 IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above. Official Signatory of Buyer: INFINITY INVESTORS, LTD. By: /s/ J. A. Loughran Title: Director Executed at Cork, Ireland. Address: 27 Wellington Road Cork, Ireland (Telephone) 353 21 501 109 (Fax) 353 21 501 255 Attn: Mr. James G. O'Brien Official Signatory of Seller: INFORMATION MANAGEMENT TECHNOLOGY, INC. By: /s/ C. H. Holbrock Title: President Executed at __________________________ Address: 130 Cedar Street, 4th Floor New York, New York 10006 (Telephone) (212) 306-6100 (Fax) (212) 385-0352 Attn: J. Gitto EX-99.2 3 6% CONVERTIBLE DEBENTURE DUE MARCH 5, 1998 1 EXHIBIT 99.2 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE 1933 ACT), FOR A PERIOD OF FORTY (40) DAYS AFTER COMPLETION OF THE OFFERING PURSUANT TO WHICH THESE DEBENTURES WERE ISSUED, AND THEREAFTER MAY ONLY BE OFFERED OR SOLD PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. 6% CONVERTIBLE DEBENTURE DUE MARCH 5, 1998 $2,100,000 March 5, 1996 FOR VALUE RECEIVED, INFORMATION MANAGEMENT TECHNOLOGY, INC., a Delaware corporation (the "Company"), hereby promises to pay to INFINITY INVESTORS, LTD., a Nevis, British Virgin Islands, corporation or registered assigns (the "Holder") on March 5, 1998 (the "Maturity Date"), the principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), and to pay interest on the principal amount hereof, in such amounts, at such times and on such terms and conditions as are specified herein. ARTICLE 1. INTEREST. The Company shall pay interest on the unpaid principal amount of this Debenture (this "Debenture") at the rate of Six Percent (6%) per year, payable in cash, payable quarterly in arrears until the principal hereof is paid in full or has been converted. Interest on this Debenture shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from March 5, 1996. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE 2. METHOD OF PAYMENT. This Debenture must be surrendered to the Company in order for the Holder to receive payment of the principal amount hereof. The Company shall pay the principal of and interest on this Debenture in United States dollars. Interest and principal payments shall be subject to withholding (if any) under applicable United States Federal Internal Revenue Service Regulations. 6% CONVERTIBLE DEBENTURE - PAGE 1 (INFORMATION MANAGEMENT TECHNOLOGY, INC.) 2 ARTICLE 3. CONVERSION. SECTION 3.1. CONVERSION PRIVILEGE (a) The Holder of this Debenture shall have the right, at its option, to convert all or a portion of this Debenture it into shares of common stock, par value $.04 per share, of the Company ("Common Stock") at any time which is before the close of business on the Maturity Date, except as set forth in Section 3.1(c) below. The number of shares of Common Stock issuable upon the conversion of this Debenture is determined by dividing the principal amount hereof to be converted by the Conversion Price in effect on the conversion date (as defined in paragraph (b) of this Section 3.1 below) and rounding the result to the nearest 1/100th of a share. Upon conversion, all accrued and unpaid interest will be paid to the Holder in cash, as specified in Article 1 above. (b) Less than all of the principal amount of this Debenture may be converted into Common Stock if the portion converted is $10,000 or a whole multiple of $10,000 and the provisions of this Article 3 that apply to the conversion of all of the Debenture also apply to the conversion of a portion of it. All or any portion of the Debenture is convertible at any time, and from time to time, beginning forty (40) days after the closing of the Holder's purchase of this Debenture (the "Closing"). The conversion price shall be thirty percent (30%) off (less than) the current market price of the Common Stock on the conversion date (the "Conversion Price"). (c) In the event any Debenture remains outstanding on the second anniversary of the date hereof, the unconverted portion of such Debenture will automatically be converted into shares of Common Stock on such date in the manner set forth in this Section 3.1. SECTION 3.2. CONVERSION PROCEDURE. To convert this Debenture into Common Stock, the Holder must (a) complete and sign the Notice of Conversion attached hereto and (b) surrender the Debenture to the Company. The date upon which the Company receives the completed Notice of Conversion (by mail, delivery, facsimile or otherwise) is the conversion date, provided that the Company shall not be required to deliver a certificate for Common Shares unless and until the Company receives the Debenture. Within two (2) business days after receipt of the Notice of Conversion as aforesaid, providing the Company has received the Debenture from the Holder, the Company shall deliver a certificate for the number of full shares of Common Stock issuable upon the conversion and a check for any fraction of a share. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon conversion, unpaid interest on the converted portion of the Debenture shall be paid in cash by the Company. If one person converts more than one Debenture at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of Debentures converted. Upon surrender of a Debenture that is to be converted in part, the Company shall issue to the Holder a new Debenture equal in principal amount to the unconverted portion of the Debenture surrendered. Notwithstanding the foregoing, the conversion right of the Holder set forth herein 6% CONVERTIBLE DEBENTURE - PAGE 2 (INFORMATION MANAGEMENT TECHNOLOGY, INC.) 3 shall be limited solely to the extent required, from time to time, such that in no instance shall the Holder be deemed to beneficially own (within the meaning of the Securities and Exchange Commission Act of 1934) 4.99% or more of the then issued and outstanding shares of Common Stock of the Company. SECTION 3.3. FRACTIONAL SHARES. The Company shall not issue a fractional share of Common Stock upon the conversion of this Debenture. Instead, the Company shall pay in lieu of any fractional share the cash value thereof at the then current market price of the Common Stock as determined under Section 3.7 below. SECTION 3.4. TAXES ON CONVERSION. The Company shall pay any domestic documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion of this Debenture. However, the Holder shall pay any such tax which is due because the shares are issued in a name other than its name. SECTION 3.5. COMPANY TO RESERVE STOCK. The Company shall reserve out of its authorized but unissued Common Stock or Common Stock held in treasury enough shares of Common Stock to permit the conversion in full of this Debenture. All shares of Common Stock which may be issued upon the conversion hereof shall be fully paid and nonassessable. SECTION 3.6. RESTRICTIONS ON TRANSFER. This Debenture and the Common Stock issuable upon the conversion hereof have not been registered under the Securities Act of 1933 (the "Act") and have been sold pursuant to Regulation S under the Act ("Regulation S"). The Debentures may not be transferred or resold in the United States, or to a U.S. Person, or to or for the account or benefit of a U.S. Person (as defined in Regulation S) for a period of forty (40) days from the date hereof and thereafter may only be offered or sold pursuant to registration under or an exemption from the Act. SECTION 3.7. CURRENT MARKET PRICE. (a) As used herein, the current market price per share of Common Stock on any date is the average of the quoted bid prices of the Common Stock for five consecutive trading days ending on the trading day before the date in question. (b) As used in this Section 3.7, the term quoted bid price shall mean (i) the closing bid prices thereof on any such trading date, as reported by Bloomberg, L.P. or (ii) in the event the Common Stock is not reported on such system, the fair market value of the Common Stock as determined by the Board of Directors of the Company in its good faith judgment. 6% CONVERTIBLE DEBENTURE - PAGE 3 (INFORMATION MANAGEMENT TECHNOLOGY, INC.) 4 ARTICLE 4. MERGERS. The Company shall not consolidate or merge into, or transfer all or substantially all of its assets to, any person, unless such person assumes the obligations of the Company under this Debenture and immediately after such transaction no Event of Default exists. Any reference herein to the Company shall refer to such surviving or transferee corporation and the obligations of the Company shall terminate upon such assumption. If the Company merges or consolidates with another corporation or sells or transfers all or substantially all of its assets to another person and the holders of the Common Stock are entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such merger, consolidation, sale or transfer, either (i) the Company and any such successor, purchaser or transferee shall amend this Debenture to provide that it may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common Stock into which this Debenture might have been converted immediately before such merger, consolidation, sale or transfer, or (ii) if the Company is not the surviving entity in such merger, consolidation, sale or transfer, the Company shall give the Holder at least 30 days prior written notice of the expected closing date of such transaction, and if any portion of this Debenture has not been converted into Common Stock at the election of the Holder prior to such closing, then the remaining principal amount of this Debenture may, at the option of the Company, be converted into shares of Common Stock at the closing of such transaction. The Conversion Price shall be the same as the applicable Conversion Price defined in Section 3 above. ARTICLE 5. REPORTS. The Company will mail to the Holder hereof at its address as shown on the Register a copy of any annual, quarterly or current report that it files with the Securities and Exchange Commission promptly after the filing thereof and a copy of any annual, quarterly or other report or proxy statement that it gives to its shareholders generally at the time such report or statement is sent to shareholders. ARTICLE 6. DEFAULTS AND REMEDIES. SECTION 6.1. Events of Default. An "Event of Default" occurs if (a) the Company does not make the payment of the principal of this Debenture when the same becomes due and payable at maturity, upon redemption or otherwise, (b) the Company does not make a payment of interest when such interest becomes due and payable and such default continues for a period of 5 days thereafter, (c) the Company fails to issue shares of Common Stock upon conversion, (d) the Company fails to comply with any of its other agreements in this Debenture and such failure continues for the period and after the notice specified below, (e) the Company pursuant to or within the meaning of any Bankruptcy Law (as hereinafter defined): (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian (as hereinafter defined) of it or for all or 6% CONVERTIBLE DEBENTURE - PAGE 4 (INFORMATION MANAGEMENT TECHNOLOGY, INC.) 5 substantially all of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case; (b) appoints a Custodian of the Company or for all or substantially all of its property or (c) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days. As used in this Section 6.1, the term "Bankruptcy Law" means Title 11 of the United States Code or any similar federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. SECTION 6.2. ACCELERATION. If an Event of Default occurs and is continuing, the Holder hereof by notice to the Company, may declare the principal of and accrued interest on this Debenture to be due and payable. Upon such declaration, the principal and interest hereof shall be due and payable immediately. ARTICLE 7. REGISTERED DEBENTURES. SECTION 7.1. SERIES. This Debenture is one of a numbered series of Debentures having an aggregate principal amount of not more than $2,100,000 which are identical except as to the principal amount and date of issuance thereof and as to any restriction on the transfer thereof in order to comply with the Securities Act of 1933 and the regulations of the Securities and Exchange Commission promulgated thereunder. Such Debentures are referred to herein collectively as the "Debentures." SECTION 7.2. RECORD OWNERSHIP. The Company shall maintain a register of the holder sof the Debentures (the "Register") showing their names and addresses and the serial numbers and principal amounts of Debentures issues to or transferred of record by them from time to time. The Register may be maintained in electronic, magnetic or other computerized form. The Company may treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of this Debenture is the person exclusively entitled to receive payments of interest on this Debenture, receive notifications with respect to this Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof. SECTION 7.3. REGISTRATION OF TRANSFER. Transfers of this Debenture may be registered on the books of the Company maintained for such purpose pursuant to Section 8.2 above (i.e., the Register). Transfers shall be registered when this Debenture is presented to the Company with a request to register the transfer hereof and the Debenture is duly endorsed by the appropriate person, reasonable assurances are given that the endorsements are genuine and effective, and the Company has received evidence satisfactory to it that such transfer is rightful and in compliance with all applicable laws, including tax laws and state and federal securities laws. When this Debenture is presented for transfer and duly transferred hereunder, it shall be canceled and a new Debenture showing the name of the transferee as the record holder thereof shall be issued in lieu hereof. When this Debenture is presented to the Company with a reasonable request to exchange it for an equal principal amount of Debentures of other 6% CONVERTIBLE DEBENTURE - PAGE 5 (INFORMATION MANAGEMENT TECHNOLOGY, INC.) 6 denominations, the Company shall make such exchange and shall cancel this Debenture and issue in lieu thereof Debentures having a total principal amount equal to this Debenture in the denominations requested by the Holder. SECTION 7.4. WORN AND LOST DEBENTURES. If this debenture becomes worn, defaced or mutilated but is still substantially intact and recognizable, the Company or its agent may issue a new Debenture in lieu hereof upon its surrender. Where the Holder of this Debenture claims that the Debenture has been lost, destroyed or wrongfully taken, the company shall issue a new Debenture in place of the original Debenture if the Holder so requests by written notice to the Company actually received by the Company before it is notified that the Debenture has been acquired by a bona fide purchaser and the Holder has delivered to the Company an indemnity bond in such amount and issued by such surety as the Company deems satisfactory together with an affidavit of the Holder setting forth the facts concerning such loss, destruction or wrongful taking and such other information in such form with such proof or verification as the Company may request. ARTICLE 8. NOTICES. Any notice which is required or convenient under the terms of this Debentures shall be duly given if it is in writing and delivered in person, by telecopy, by recognized overnight courier or mailed by first class mail, postage prepaid and directed to the Holder of the Debenture at its address as it appears on the Register or if to the Company to its principal executive offices. The time when such notice is sent shall be the time of the giving of the notice. All notices to Holders are to be mailed to: 27 Wellington Road Cork, Ireland Attn: James G. O'Brien Telephone: 353 21 501 109 Fax: 353 21 501 255 All notices to the Company are to be mailed to: Information Management Technology, Inc. 130 Cedar Street, 4th Floor New York, New York 10006 Attn: Chief Executive Officer Telephone: (212) 306-6100 Fax: (212) 385-0352 6% CONVERTIBLE DEBENTURE - PAGE 6 (INFORMATION MANAGEMENT TECHNOLOGY, INC.) 7 ARTICLE 9. TIMES. Where this Debenture authorizes or requires the payment of money or the performance of a condition or obligation on a Saturday or Sunday or a public holiday, or authorizes or requires the payment of money or the performance of a condition or obligation within, before or after a period of time computed from a certain date, and such period of time ends on a Saturday or a Sunday or a public holiday, such payment may be made or condition or obligation performed on the next succeeding business day, and if the period ends at a specified hour, such payment may be made or condition performed, at or before the same hour of such next succeeding business day, with the same force and effect as if made or performed in accordance with the terms of this Debenture. Where time is extended by virtue of the provisions of this Article 9, such extended time shall not be included in the computation of interest. ARTICLE 10. RULES OF CONSTRUCTION. In this Debenture, unless the context otherwise requires, words in the singular number include the plural, and in the plural include the singular, and words of the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender. The numbers and titles of sections contained in this Debenture are inserted for convenience of reference only, and they neither form a part of this Debenture nor are they to be used in the construction or interpretation hereof. Wherever, in this Debenture, a determination of the Company is required or allowed, such determination shall be made by a majority of the Board of Directors of the Company and if it is made in good faith, it shall be conclusive and binding upon the Company and the Holder of this Debenture. ARTICLE 11. GOVERNING LAW. The validity, terms, performance and enforcement of this Debenture shall be governed and construed by the provisions hereof and in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Company has duly executed this Debenture as of the date first written above. INFORMATION MANAGEMENT TECHNOLOGY, INC. By: /s/ C. Holbrock ---------------------------------- Name C. Holbrock ---------------------------------- Title President ---------------------------------- [Corporate Seal] 6% CONVERTIBLE DEBENTURE - PAGE 7 (INFORMATION MANAGEMENT TECHNOLOGY, INC.) 8 NOTICE OF CONVERSION [To be completed and signed only upon conversion of Debenture] The undersigned, the Holder of this Debenture, hereby irrevocably elects to exercise the right to convert it into common stock, par value $.04 per share, of Information Management Technology, Inc. as follows: [Complete if less than all of Dollars ($ )* principal amount is to be --------------------------------------------------------------------- converted ($10,000 or integral multiples of $10,000) [Signature must be guaranteed if registered --------------------------------------------------------------------- holder of stock differs from (Name of Holder of shares if different than registered Holder of registered Holder of Debenture) Debenture) --------------------------------------------------------------------- (Address of Holder if different than address of registered Holder of Debenture) --------------------------------------------------------------------- (Social Security or EIN of Holder of shares if different than Holder of Debenture)
*If the principal amount of the Debenture to be converted is less than the entire principal amount thereof, a new Debenture for the balance of the principal amount shall be returned to the Holder of the Debenture. All notices to be transmitted by certified mail, facsimile or overnight courier. Date: Sign: --------- ------------------------------------------------------ (Signature must conform in all respects to name of Holder shown on face of this Debenture) NOTICE OF CONVERSION 9 ASSIGNMENT OF NOTE The undersigned hereby sell(s) and assign(s) and transfer(s) unto - -------------------------------------------------------------------------------- (name, address and SSN or EIN of assignee) Dollars ($ ) - -------------------------------------------------------------------------------- (principal amount of Debenture, $10,000 or integral multiples of $10,000) of principal amount of this Debenture together with all accrued interest hereon. Date: Sign: --------------------- ---------------------------------------------------------------------- (Signature must conform in all respects to name of Holder shown on face of Debenture)
ASSIGNMENT OF NOTE EX-99.3 4 AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE 1 Exhibit 99.3 AMENDMENT NO. 1 TO 6% CONVERTIBLE DEBENTURE DUE MARCH 5, 1998 AMENDMENT to the 6% Convertible Debenture due March 5, 1998 (the "Debenture") of Information Management Technology, Inc., a Delaware corporation (the "Company"), dated as of this 20th day of June, 1996. W I T N E S S E T H: WHEREAS, the Company has issued the Debenture in the original principal amount of Two Million One Hundred Thousand Dollars ($2,100,000.00), of which one Million Two Hundred Twenty Thousand ($1,220,000) is presently outstanding; and WHEREAS, the Debentures are convertible by their terms into shares of the Company's common stock, par value $.04 per share (the "Common Stock"); and WHEREAS, the Company wishes to amend the Debenture as set forth below; NOW, THEREFORE, IT IS AGREED: 1. Section 3.1(b) of the Debenture is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following new Section 3.1(b): "(b) Less than all of the principal amount of this Debenture may be converted into Common Stock if the portion converted is $10,000 or a whole multiple of $10,000 and the provisions of this Article 3 that apply to the conversion of all of the Debenture also apply to the conversion of a portion of it. All or any portion of the Debenture is convertible at any time, and from time to time, beginning forty (40) days after the closing of the Holder's purchase of this Debenture (the "Closing"). The conversion price shall be the lesser of (x) 0.9625 or (y) thirty percent (30%) off (less than) the current market price of the Common Stock on the conversion date (the "Conversion Date")." 2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Debenture. 3. The interpretation and construction of this Amendment, and all matters relating hereto, shall be governed by the laws of the State of New York applicable to agreements executed and to be performed solely within such State. 4. This Amendment shall become effective as of the date (the "Effective Date") first written above, on the date when the Company shall have signed a copy hereof. 2 5. From and after the Effective Date all references to the Debenture (whether in the Debenture, the Offshore Convertible Securities Subscription Agreement of Information Management Technology, Inc., dated as of March 5, 1996 or any other document or agreement prepared in connection with the transaction contemplated thereby) shall be deemed to be references to the Debenture as amended hereby. IN WITNESS WHEREOF, the Company has caused its corporate name to be hereunto subscribed by its officers thereunto duly authorized, all as of the day and year first above written. INFORMATION MANAGEMENT TECHNOLOGY, INC. By: /s/ Joseph A. Gitto Title: President & CFO Agreed and acknowledged this 26th day of June, 1996 INFINITY INVESTORS LTD. By: /s/ J. A. Loughran Name: J. A. Loughran Title: Director EX-99.4 5 LETTER AGREEMENT DATED JUNE 27, 1996 1 Exhibit 99.4 SWISSE FINANCE CORPORATION 27 Wellington Road Cork, Ireland VIA FAX: (212) 962-4551 June 27, 1996 Information Management Technologies Corporation 130 Cedar Street New York, NY 10006 Attention: Mr. Joseph A. Gitto, Jr. Re: Amendment to 6% Convertible Debentures due 3/5/98 Dear Mr. Gitto: Enclosed is a Notice of Conversion requesting that $394,850 principal amount of our debentures referenced above be converted. Our calculations reflect that the conversion price should be $0.9625 per share, which should generate 410,200 shares of Information Management Technologies Corporation (the "Company") common stock. Such conversion will require that the company waive the provision in the debenture which limits our right to convert the debenture in the event that after such conversion, Infinity would own more than 4.99% of the outstanding common stock of the Company. Please acknowledge this letter where indicated to evidence such waiver. The stock certificate should be delivered to our representative from the law firm of Watson, Farley & Williams, who will be present at the offices of American Stock Transfer tomorrow. The remaining debenture should be delivered to: Infinity Investors, Ltd. Attn: Barrett Wissman 1601 Elm Street Suite 4000 Dallas, Texas 75201 Please note that the debenture terms should reflect the amendment thereto which you executed this morning. Hard copies of the Notice of Conversion and Debentures are being sent by overnight mail tonight. Thank you for your prompt assistance. Sincerely, /s/ Barrett Wissman Barrett Wissman, Consultant 2 Acknowledged this 27th day of June, 1996 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION By: /s/ Joseph A. Gitto, Jr. Title: President -----END PRIVACY-ENHANCED MESSAGE-----