-----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, Kh3dhwvu8cTwwadGxcYlrBnyC9fZSZB3ptz8XdtMdugWZpbe1qFR5Ut+3oVCcKCa LsJEQ9lPzlHEapPjpPQLzw== 0001116502-04-000437.txt : 20040309 0001116502-04-000437.hdr.sgml : 20040309 20040308184659 ACCESSION NUMBER: 0001116502-04-000437 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040309 GROUP MEMBERS: EUROPA INTERNATIONAL INC. GROUP MEMBERS: FRED KNOLL GROUP MEMBERS: GVI ACQUISITION, LLC GROUP MEMBERS: KNOLL CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: THINKING TECHNOLOGIES, LP GROUP MEMBERS: THOMAS WADE GROUP MEMBERS: WOODMAN MANAGEMENT CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THINKING TECHNOLOGIES LP CENTRAL INDEX KEY: 0001033950 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O KNOLL CAPITAL MANAGEMENT STREET 2: 200 PARK AVNEU SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128087474 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THINKING TOOLS INC CENTRAL INDEX KEY: 0001021444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 770436410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50323 FILM NUMBER: 04655762 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 8313730688 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 thinkingtools-sc13da.txt AMENDMENT NO. 3 TO SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: December 31, 2002 Estimated average burden hours per response.............11 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 3)* Thinking Tools, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 884098 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) Fred Knoll Knoll Capital Management, L.P. 200 Park Avenue, Suite 3900 New York, New York 10166 (212) 808-7474 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Page 1 of 17) - ---------- * 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.884098 10 4 13D Page 2 of 17 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KNOLL CAPITAL MANAGEMENT, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 943,120,941 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 943,120,941 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 943,120,941 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 99.3% (49.1% OF THE DILUTED STOCK, AS DEFINED BELOW) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.884098 10 4 13D Page 3 of 17 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THINKING TECHNOLOGIES, LP ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 4,743,722 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 4,743,722 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,743,722 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.7% (2.5% OF THE DILUTED STOCK, AS DEFINED BELOW) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.884098 10 4 13D Page 4 of 17 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GVI ACQUISITION, LLC ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (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 CALIFORNIA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 861,158,359 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 861,158,359 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 861,158,359 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 98.8% (44.8% OF THE DILUTED STOCK, AS DEFINED BELOW) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.884098 10 4 13D Page 5 of 17 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EUROPA INTERNATIONAL INC. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 BRITISH VIRGIN ISLANDS ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 938,377,219 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 938,377,219 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 938,377,219 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 98.9% (48.8% OF THE DILUTED STOCK, AS DEFINED BELOW) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.884098 10 4 13D Page 6 of 16 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WOODMAN MANAGEMENT CORPORATION ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 861,158,359 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 861,158,359 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 861,158,359 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 98.8% (44.8% OF THE DILUTED STOCK, AS DEFINED BELOW) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.884098 10 4 13D Page 7 of 16 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FRED KNOLL ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 3,540,200 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 943,120,941 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,540,200 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 943,120,941 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 946,661,141 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 99.3% (45.3% OF THE DILUTED STOCK, AS DEFINED BELOW) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.884098 10 4 13D Page 8 of 16 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DAVID WEINER ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 3,250,000 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 861,158,359 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,250,000 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 861,158,359 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 864,408,359 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 98.8% (44.9% OF THE DILUTED STOCK, AS DEFINED BELOW) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.884098 10 4 13D Page 9 of 16 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THOMAS WADE ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 64,188,180 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 159,473,736 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 64,188,180 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 159,473,736 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,661,916 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.6% (11.3% OF THE DILUTED STOCK, AS DEFINED BELOW) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No._______ 13D Page 10 of 16 Pages ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 on Schedule 13D (this "Schedule 13D") relates to the common stock, par value $.001 per share (the "Common Stock"), of Thinking Tools, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at c/o Knoll Capital Management, L.P., 200 Park Avenue, Suite 3900, New York, New York 10166. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly by Knoll Capital Management L.P. ("Knoll Capital"), a Delaware limited partnership, Thinking Technologies, L.P. ("Technologies"), a Delaware limited partnership, GVI Acquisition, LLC ("Acquisition"), a California limited liability company, Europa International Inc. ("Europa"), a company organized under the laws of the British Virgin Islands, Woodman Management Corporation ("WMC"), a California corporation, and Fred Knoll, David Weiner and Thomas Wade, each a citizen of the United States (collectively, the "Reporting Persons"). Knoll Capital, is an investment management firm, and is the general partner of Technologies and manages the investments of Europa. Fred Knoll is the principal partner and president of Knoll Capital. Technologies is primarily engaged in the business of investing in securities. Acquisition was formed as a joint venture of Europa and WMC to invest in and hold the common stock of GVI Security, Inc. ("GVI"), which subsequently merged with a subsidiary of the Company as described below. Europa is a fund which invests in and otherwise trades in equity and equity-related securities. WMC is a consulting firm. David Weiner is an investment consultant for and, is a sole director and officer of, WMC. Tom Wade is the President and Chief Operating Officer of the Company and the President of GVI. The director of Europa is Standard Nominees Trident Trust Company (B.V.I.) Limited ("Standard"), a company organized under the laws of the British Virgin Islands. The sole managers of Acquisition are Messrs. Knoll and Weiner, and its sole members are Europa and WMC. The principal business address of Technologies, Knoll Capital and Mr. Knoll is 200 Park Avenue, Suite 3900, New York, New York 10166. The principal business address of Europa and Standard is P.O. Box 146, Road Town, Tortola, British Virgin Islands. The address for Mr. Weiner, Acquisition and WMC is 3490 Laurel Canyon Blvd., Suite 327, Studio City, California 91604. The principal business address for Mr. Wade is 1621 West Crosby, Suite 104, Carrollton, Texas 75006. During the last five years, none of the individuals or entities identified in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to a stock purchase and loan agreement dated September 28, 1994, Technologies purchased 1,955,081 shares of Common Stock for a purchase price of $100,000. The source of the funds to purchase such shares was Technologies' working capital. In connection with loans in the aggregate principal amount of $502,000 made by Technologies to the Company in July 1996, the Company issued to Technologies ten-year warrants to purchase 468,242 shares of Common Stock at an exercise price of $1.07 per share. In November 1998, in a private placement, Technologies purchased from the Company approximately 393 "units" for a purchase price of approximately $393,000. Each unit consisted of (i) a Secured Convertible Note ("Bridge Note") in the principal amount of $1,000 bearing interest at the rate of 10% per annum, convertible into 500 shares of Common Stock, and (ii) warrants ("Bridge CUSIP No.884098 10 4 13D Page 11 of 16 Pages Warrants") to purchase 200 shares of Common Stock at a price of $.20 per share. In December 1999, Technologies converted the Bridge Notes (including accrued interest thereon) into 1,964,961 shares of Common Stock, at which time, pursuant to their terms, the Bridge Warrants were canceled. The source of the funds to purchase the units was Technologies' working capital. In December 1999, in lieu of accrued salary in the amount of $174,450 then owed to him, Mr. Knoll was issued immediately exercisable options to purchase 352,900 shares of Common Stock at a purchase price of $.50 per share. In December 1999, in connection with services rendered in connection with the Company's acquisition of the assets of Tritium Network, Inc. (the "Tritium Acquisition"), the Company issued to Mr. Knoll (for no cash consideration), five-year warrants to purchase 549,800 shares of Common Stock at an exercise price of $.50 per share. In December 1999, the Company issued to Mr. Knoll options to purchase an aggregate of 200,000 shares of Common Stock at a price of $.50 per share. In March 2000, in connection with the closing of the Tritium Acquisition, the Company issued to Mr. Knoll for nominal consideration 200 shares of the Company's Series B Preferred Stock ("Series B Stock"), which are convertible into 200 shares of Common Stock. On February 20, 2004, Mr. Knoll transferred such shares of Series B Stock to Acquisition. In August 2000, Technologies and Richard Sears ("Sears"), one of Technologies' limited partners, entered into an Agreement for Distribution of Limited Partnership Interest (the "Distribution Agreement"). Pursuant to the Distribution Agreement, Sears received from Technologies 69,628 shares of Common Stock. On November 27, 2000, Technologies was issued a Demand Convertible Note (the "Demand Note") in the principal amount of up to $1,000,000, bearing interest at the rate of 10% per year, which note provided that Technologies could, at its option, at any time commencing February 12, 2001, convert the principal amount of the Demand Note together with interest into shares of Common Stock at a conversion price of $.375 per share (the "Conversion Price"). In connection with the issuance of the Demand Note, Technologies was granted five-year warrants to purchase 425,066 shares of Common Stock at an exercise price of $0.375 per share, exercisable commencing on February 12, 2001. In February 2001, the Company's Board of Directors approved the reduction of the Conversion Price to $.12 per share. By an instrument of transfer dated January 4, 2002, Technologies transferred the Demand Note to Europa. On January 4, 2002, the Company's Board of Directors approved the reduction of the Conversion Price of the Demand Note to a price at which the then outstanding principal amount of the Demand Note, together with interest accrued thereon through such date, would be convertible into 80% of the outstanding shares of Common Stock of the Company on a fully-diluted basis. On February 20, 2004, Europa surrendered the Demand Note to the Company for cancellation in exchange for 10,000 shares of the Series D Convertible Preferred Stock of the Company ("Series D Stock"). Each share of Series D Stock is convertible into 7,721.886 shares of Common Stock. On February 17, 2004, as directors of the Company (i) Mr. Knoll was issued options to purchase 9,750,000 shares of Common Stock at a price of $.04 per share, of which, options to purchase 2,437,500 shares of Common Stock may be exercised within 60 days from the date of this Schedule 13D, and (ii) Mr. Weiner was issued options to purchase 13,000,000 shares of Common Stock at a price of $.04 per share, of which, options to purchase 3,250,000 shares of Common Stock may be exercised within 60 days from the date of this Schedule 13D. On February 20, 2004, pursuant to an Agreement and Plan of Merger dated as of February 19, 2004 (the "Merger Agreement"), GVI merged (the "Merger") with a subsidiary of the Company. GVI was the surviving corporation in the Merger and CUSIP No.884098 10 4 13D Page 12 of 16 Pages is now a wholly-owned subsidiary of the Company. Prior to the Merger, Acquisition and Wade, respectively, were the holders of 88,000 and 20,000 shares of GVI's Common Stock. As a shareholder of GVI, Acquisition was issued in the Merger 382,608.68 shares of Series E Convertible Preferred Stock of the Company ("Series E Stock"), and Wade was issued 86,956.52 shares of Series E Stock. Each share of Series E Stock is convertible into 1,833.948 shares of Common Stock. In addition, pursuant to the Merger Agreement, as the holder of options to purchase shares of GVI's common stock prior to the merger, Wade was issued in the Merger an option to purchase 128,376,360 shares of Common Stock at a price of $.0049 per share, of which, options to purchase 64,188,180 shares of Common Stock may be exercised within 60 days from the date of this Schedule 13D. Pursuant to a Common Stock Option Agreement (the "Call Agreement"), dated as of May 15, 2003 between Acquisition and Mr. Wade, in consideration of $1,000 paid by Acquisition, Wade granted Acquisition an option to purchase the 20,000 shares of GVI's common stock held by Wade for an aggregate purchase price of $782,600. Following the Merger, pursuant to the Call Agreement, Acquisition now holds an option to purchase the 86,956.52 shares of Series E Stock issued to Wade in the Merger for the same purchase price ($782,600). Such option expires March 15, 2004. ITEM 4. PURPOSE OF TRANSACTION. The shares of Common Stock to which this Schedule 13D relates are held by the Reporting Persons as an investment. Acquisition, as the sole holder of the Series B Stock, has the exclusive right until March 7, 2005 to elect five members of the Board of Directors of the Company or such number of members as will constitute a majority of the Board. Technologies anticipates that it may sell or otherwise dispose of some or all of the shares of Common Stock held by it in the near future. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of February 20, 2004, Technologies beneficially owned 4,743,722 shares of Common Stock (the "Technologies Shares"). The Technologies Shares constitute approximately 42.7% of the shares of the Company's Common Stock issued and outstanding as of February 20, 2004 (based upon a total of 10,204,637 shares of the Company's Common Stock actually issued and outstanding on such date) (the "Outstanding Stock"), and approximately 2.5% of the Company's outstanding Common Stock after giving effect to the conversion of all of the Series D Stock and Series E Stock (the "Diluted Stock"). The Technologies Shares include (i) 3,850,414 shares of Common Stock; (ii) 468,242 shares of Common Stock issuable upon the exercise of warrants issued in July 1996 to Technologies, at an exercise price of $1.07 per share; and (iii) 425,066 shares of Common Stock issuable upon exercise of warrants issued in November 2000 to Technologies at an exercise price of $0.375 per share. As of February 20, 2004, Acquisition beneficially owned 861,158,359 shares of Common Stock (the "Acquisition Shares"). The Acquisition Shares constitute approximately 98.8% of the Outstanding Stock and approximately 44.8% of the Diluted Stock. The Acquisition Shares include (i) 701,684,423 shares of Common Stock issuable upon conversion of the 382,608.68 shares of Series E Stock issued to Acquisition in the Merger; (ii) 159,473,736 shares of Common Stock issuable upon conversion of the 86,956.52 shares of Series E Stock issued to Wade in the Merger which Acquisition has the right to acquire from Wade pursuant to the Call Agreement; and (iii) 200 shares of Common Stock issuable upon conversion of the 200 shares of Series B Stock. As a member of Acquisition, WMC may be deemed to be the beneficial owner of the 861,158,359 shares of Common Stock beneficially held by CUSIP No.884098 10 4 13D Page 13 of 16 Pages Acquisition, which constitute approximately 98.8% of the Outstanding Stock and approximately 44.8% of the Diluted Stock. As of February 20, 2004, Europa beneficially owned 938,377,219 shares of Common Stock (the "Europa Shares"). The Europa Shares constitute approximately 98.9% of the Outstanding Stock and approximately 48.8% of the Diluted Stock. The Europa shares include (i) 861,158,359 of the Acquisition Shares; and (ii) 77,218,860 shares of Common Stock issuable upon conversion of 7,721.886 shares of Series D Stock. As of February 20, 2004, Knoll Capital beneficially owned 943,120,941 shares of Common Stock (the "Knoll Capital Shares"). The Knoll Capital Shares constitute approximately 99.3% of the Outstanding Stock and approximately 49.1% of the Diluted Stock. The Knoll Capital Shares include (i) 4,743,722 of the Technologies Shares; and (ii) 938,377,219 of the Europa Shares. As of February 20, 2000, Mr. Knoll beneficially owned 946,661,141 shares of Common Stock (the "Knoll Shares"). The Knoll Shares constitute approximately 99.3% of the Outstanding Stock and approximately 45.3% of the Diluted Stock. The Knoll Shares include (i) 943,120,941 of the Knoll Capital Shares; (ii) warrants to purchase 549,800 shares of Common Stock exercisable at $.50 per share; (iii) options to purchase 352,900 shares of Common Stock exercisable at $.50 per share; (iv) options to purchase 200,000 shares of Common Stock exercisable at $.50 per share; and (v) options to purchase 2,437,500 shares of Common Stock at a price of $.04 per share. As of February 20, 2000, Mr. Weiner beneficially owned 864,408,359 shares of Common Stock (the "Weiner Shares"). The Weiner Shares constitute approximately 98.8% of the Outstanding Stock and approximately 44.9% of the Diluted Stock. The Weiner Shares include (i) 861,158,359 of the Acquisition Shares; and (ii) options to purchase 3,250,000 shares of Common Stock at a price of $.04 per share. As of February 20, 2000, Mr. Wade beneficially owned 223,661,916 shares of Common Stock (the "Wade Shares"). The Wade Shares constitute approximately 95.6% of the Outstanding Stock and approximately 11.3% of the Diluted Stock. The Wade Shares include (i) 159,473,736 shares of Common Stock issuable upon conversion of the 86,956.52 shares of Series E Stock issued in the Merger; and (ii) options to purchase 64,188,180 shares of Common Stock at a price of $.0049 per share. Technologies, Knoll Capital and Mr. Knoll share the power to vote and dispose of or to direct the vote or to direct the disposition of the 4,743,722 Technologies Shares beneficially owned directly by Technologies. Acquisition, Europa, WMC, Knoll Capital, Mr. Knoll and Mr. Weiner share the power to vote and dispose of or to direct the vote or to direct the disposition of the 861,158,359 Acquisition Shares beneficially owned directly by Acquisition, and such persons share with Mr. Wade the power to vote and dispose of or to direct the vote or to direct the disposition of the 64,188,180 Wade Shares beneficially owned directly by Mr. Wade which are subject to the Call Agreement. Europa, Knoll Capital and Mr. Knoll share the power to vote and dispose of or to direct the vote or direct the disposition of the 77,218,860 Europa Shares beneficially owned directly by Europa. Mr. Knoll has the sole power to vote and dispose of the 3,540,200 Knoll Shares beneficially owned directly by Mr. Knoll. Mr. Weiner has the sole power to vote and dispose of the 3,250,000 Weiner Shares beneficially owned directly by Mr. Weiner. Mr. Wade has the sole power to vote and dispose of the 159,473,736 Wade Shares beneficially owned directly by Mr. Wade that are not subject to the Call Agreement. Transactions by the Reporting Persons in the Company's Common Stock effected in the past 60 days are described in Item 3 above. CUSIP No.884098 10 4 13D Page 14 of 16 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As a condition to the Company consummating the Merger, the holders of a majority of GVI's shares of Common Stock outstanding prior to the Merger entered into a Voting Agreement pursuant to which such holders agreed with Acquisition, to vote in favor of (i) an amendment to the Company's certificate of incorporation so that the Company will have sufficient shares of unissued Common Stock so as to permit the conversion of all of the Series D Stock, Series E Stock and all other convertible securities of the Company, and (ii) the 2004 Long-Term Incentive Plan recently adopted by the Company's Board of Directors. As described in Item 3 above, Wade and Acquisition are a party to the Call Agreement. As described in Item 4 above, the holders of a majority in voting power of the Series B Preferred Stock, voting together as a separate class, have the exclusive right to elect five members of the Board until March 7, 2005 or such number of members as will constitute a majority of the Board. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. 1 Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934. 2 Voting Agreement, dated as of February 19, 2004, by certain stockholders of GVI Security, Inc. in favor of GVI Acquisition LLC. 3 Common Stock Option Agreement, dated as of May 15, 2003, between GVI Acquisition LLC and Thomas Wade. 4 Agreement and Plan of Merger, dated as of February 19, 2004, by and among Thinking Tools, Inc., GVI Security, Inc., and GVI Security Acquisition Corp. (incorporated by reference to Exhibit 2.1 of the Current Report of Form 8-K filed by the Company with the Securities and Exchange Commission on February 27, 2004). CUSIP No.884098 10 4 13D Page 15 of 16 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
Dated: February 26, 2004 THINKING TECHNOLOGIES, L.P By: Knoll Capital Management, L.P. By: /s/ Fred Knoll -------------------------- Name: Fred Knoll Title: President Dated: February 26, 2004 EUROPA INTERNATIONAL INC. By: Knoll Capital Management, L.P., its investment manager By: /s/ Fred Knoll -------------------------- Name: Fred Knoll Title: President Dated: February 26, 2004 KNOLL CAPITAL MANAGEMENT, L.P. By: /s/ Fred Knoll ------------------------------- Name: Fred Knoll Title: President Dated: February 26, 2004 GVI ACQUISITION, LLC By: /s/ Fred Knoll ------------------------------- Name: Fred Knoll Title: Manager Dated: March 4, 2004 WOODMAN MANAGEMENT CORPORATION By: /s/ David Weiner ------------------------------- Name: David Weiner Title: President Dated: February 26, 2004 /s/ Fred Knoll ----------------------------------- Fred Knoll Dated: March 4, 2004 /s/ David Weiner ---------------------------------- David Weiner Dated: March 4, 2004 /s/ Thomas Wade ---------------------------------- Thomas Wade
CUSIP No.884098 10 4 13D Page 16 of 16 Pages EXHIBIT INDEX Exhibit No. 1 Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934. 2 Voting Agreement, dated as of February 19, 2004, by certain stockholders of GVI Security, Inc. in favor of GVI Acquisition LLC. 3 Common Stock Option Agreement, dated as of May 15, 2003, between GVI Acquisition LLC and Thomas Wade. 4 Agreement and Plan of Merger, dated as of February 19, 2004, by and among Thinking Tools, Inc., GVI Security, Inc., and GVI Security Acquisition Corp. (incorporated by reference to Exhibit 2.1 of the Current Report of Form 8-K filed by the Company with the Securities and Exchange Commission on February 27, 2004). EX-1 3 jointfilingagrment.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Thinking Tools, Inc., and hereby affirm that this Amendment No. 3 to Schedule 13D is being filed on behalf of each of the undersigned.
Dated: February 26, 2004 THINKING TECHNOLOGIES, L.P By: Knoll Capital Management, L.P. By: /s/ Fred Knoll -------------------------- Name: Fred Knoll Title: President Dated: February 26, 2004 EUROPA INTERNATIONAL INC. By: Knoll Capital Management, L.P. By: /s/ Fred Knoll -------------------------- Name: Fred Knoll Title: President Dated: February 26, 2004 KNOLL CAPITAL MANAGEMENT, L.P. By: /s/ Fred Knoll ------------------------------- Name: Fred Knoll Title: President Dated: February 26, 2004 GVI ACQUISITION, LLC By: /s/ Fred Knoll ------------------------------- Name: Fred Knoll Title: Manager Dated: March 4, 2004 WOODMAN MANAGEMENT CORPORATION By: /s/ David Weiner ------------------------------- Name: David Weiner Title: President Dated: February 26, 2004 /s/ Fred Knoll ----------------------------------- Fred Knoll Dated: March 4, 2004 /s/ David Weiner ---------------------------------- David Weiner Dated: March 4, 2004 /s/ Thomas Wade ---------------------------------- Thomas Wade
EX-2 4 votingagreement2.txt VOTING AGREEMENT Exhibit 2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of February __, 2004, by each of the persons whose names appear on the signature pages hereof (the "Stockholders" or individually, each a "Stockholder"), in favor of GVI Acquisition, LLC, a California limited liability company ("GVI LLC"). W I T N E S S E T H WHEREAS, Thinking Tools, Inc., a Delaware corporation ("TTI"), GVI Security Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of TTI ("Purchaser Subsidiary"), and GVI Security, Inc., a Delaware corporation ("GVI"), are entering into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among other things, Purchaser Subsidiary will merge with and into GVI, and the Stockholders, all current stockholders of GVI, will be issued shares of the Series E Preferred Stock of TTI (the "Shares"); and WHEREAS, pursuant to Section 6.11 of the Merger Agreement and as a condition to and in consideration for TTI and Purchaser Subsidiary entering into the Merger Agreement, TTI and Purchaser Subsidiary are requiring the Stockholders to execute and deliver to GVI LLC this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto do hereby agree as follows: SECTION 1. LEGEND ON SHARES. Each certificate evidencing the Shares, and each certificate evidencing Shares held by subsequent transferees of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT DATED AS OF FEBRUARY __, 2004, AMONG GVI ACQUISITION, LLC, THE HOLDER OF RECORD OF THIS CERTIFICATE AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT AND UNTIL SUCH TERMS AND CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THINKING TOOLS, INC. SECTION 2. INCREASE IN AUTHORIZED SHARES. Each Stockholder hereby agrees to vote all of the Shares now owned or hereafter acquired by such Stockholder, and any other shares of capital stock of TTI that hereafter may be held by such Stockholder, to effect any and all amendments to the Certificate of Incorporation of TTI (including, without limitation, by effecting a reverse stock split of TTI's common stock), as approved of by TTI's Board of Directors, so that TTI shall have sufficient shares of unissued common stock so as to permit the conversion of all of the Shares and all other shares of preferred stock and convertible securities of Purchaser then outstanding. SECTION 3. APPROVAL OF OPTION PLAN. Each Stockholder hereby agrees to vote all of the Shares now owned or hereafter acquired by such Stockholder, and any other shares of capital stock of TTI that hereafter may be held by such Stockholder, in favor of the approval of TTI's 2004 Long-Term Incentive Plan in the form annexed hereto as Exhibit A. SECTION 4. REGISTRATION RIGHTS AGREEMENT. Each Stockholder hereby agrees to vote all of the Shares now owned or hereafter acquired by such Stockholder, and any other shares of capital stock of TTI that hereafter may be held by such Stockholder, in favor of, or otherwise to approve or consent to, any and all amendments, modifications or waivers of the terms of that certain Registration Rights Agreement, a form of which is annexed hereto as Exhibit B (to be entered into by TTI, GVI LLC and each such Stockholder in connection with the transactions contemplated by the Merger Agreement), in each case as may deemed necessary or required in the sole and absolute discretion of GVI LLC. SECTION 5. MERGER AGREEMENT INDEMNIFICATION. Each Stockholder hereby agrees to vote all of the Shares now owned or hereafter acquired by such Stockholder, and any other shares of capital stock of TTI that hereafter may be held by such Stockholder, in favor of, or otherwise to approve or consent to, any and all actions, claims, determinations or writings made by GVI LLC pursuant to the provisions of Article 9 of the Merger Agreement, in each case as may be deemed necessary or required in the sole and absolute discretion of GVI LLC. SECTION 6. DURATION OF AGREEMENT. The obligations of each Stockholder under Sections 2 through 4 of this Agreement shall terminate on November 12, 2004. The obligations of each Stockholder under Section 5 of this Agreement shall terminate on the second anniversary of the Effective Time (as defined in the Merger Agreement). Upon the termination of each Stockholder's obligations under Section 5 of this Agreement, this Agreement shall terminate. Notwithstanding any portion of the foregoing to the contrary, in the event that the merger transaction contemplated by the Merger Agreement is not consummated on or before the one month anniversary of the date hereof, this Agreement shall terminate and shall be deemed void ab initio. SECTION 7. MANNER OF VOTING. The voting of the Shares pursuant to this Agreement, and any approval or consent required hereunder, may be effected in person, by proxy, by written consent, or in any other manner permitted by the laws of the State of Delaware. SECTION 8. PROXY GRANT AND REMEDIES. (a) In the event that any Stockholder fails to provide the requisite vote, consent, approval, or other writing required hereunder within five (5) days of such Stockholder's receipt of written notice or request thereof from GVI LLC (the date of termination of such five (5) day period shall be referred to herein as the "Notice Date"), such Stockholder hereby appoints GVI LLC to act as such Stockholder's agent, attorney, and proxy, with full power of substitution, to call and attend any and all meetings of the stockholders of TTI, to represent and vote all Shares now owned or hereafter acquired by such Stockholder, and all other shares of capital stock of TTI now or hereafter acquired by such 2 Stockholder (including, without limitation, to execute any consents to corporate action and waivers), and otherwise to act for and on behalf of the Stockholder in the same manner and with the same effect as if Stockholder were personally present at any such meeting or personally acting on any matters identified in this Agreement and submitted to the Stockholders for approval or consent. On the Notice Date, this appointment shall be coupled with an interest, shall be irrevocable, and shall be deemed effective from such date until the termination of such Stockholder's respective obligations under this Agreement as provided in Section 6 (the "Expiration Date"). This appointment shall be effective and shall empower GVI LLC to act on behalf of each Stockholder with respect to the Shares and all other shares of capital stock of TTI now or hereafter owned by such Stockholder at any meetings of the stockholders of the Corporation, with respect to any consent to corporate action, and/or any other approval or consent required hereunder with a record date on or before the Expiration Date. Each Stockholder authorizes GVI LLC to substitute any other person or entity to act hereunder, to revoke any such appointment and to file this Agreement and any substitution or revocation with the Secretary of TTI. (b) In addition to the foregoing, in case any one or more of the covenants or agreements set forth in this Agreement shall have been breached by any Stockholder, GVI LLC may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any such breach; and/or an action for specific performance of any such covenant or agreement contained in this Agreement and/or a temporary or permanent injunction, in any case without showing any actual damage. The rights, powers and remedies of GVI LLC under this Agreement are cumulative and not exclusive of any other right, power or remedy which such parties may have under any other agreement or law. No single or partial assertion or exercise of any right, power or remedy of a party hereunder shall preclude any other or further assertion or exercise thereof. Any purported disposition of the Shares (a "Transfer") in violation of the provisions of this Agreement shall be void ab initio. SECTION 6. SUCCESSORS AND ASSIGNS; RESTRICTIONS ON TRANSFER. Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of GVI LLC, each of the Stockholders and the respective successors or heirs and personal representatives and permitted assigns of GVI LLC and each of the Stockholders. Each Stockholder further agrees that it shall not Transfer any Shares to any person not a party to this Agreement unless such person contemporaneously with such Transfer executes and delivers to GVI LLC an agreement to be bound by the Stockholders' obligations hereunder, whereupon such person shall have the same obligations as the Stockholders under this Agreement. SECTION 7. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and all other prior and contemporaneous arrangements or understandings with respect thereto. SECTION 8. NOTICES. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person, duly sent by first class registered or certified airmail, postage prepaid to such party at the address 3 set forth on the signature page hereof. All such notices, requests, consents and communications shall be deemed to have been given (a) in the case of personal delivery, on the date of such delivery, and (b) in the case of mailing, on the fifth day following the date of such mailing. SECTION 9. COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. This Agreement may be executed by any one or more parties hereto, by the delivery of signature pages, by facsimile, provided that each party agrees to provide the original of any such faxed documents at the request of any party. SECTION 10. HEADINGS. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. SECTION 11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly therein. 4 IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement on the date first above written, in the case of corporations by their respective officers thereunto duly authorized. GVI ACQUISITION, LLC By: ------------------------------ Name: Title: Address: 3940 Laurel Canyon Blvd. Suite 327 Studio City, California 91604 STOCKHOLDERS: ------------ ----------------------------------- Thomas Wade Address: 7706 Bantry Lane, Dallas, TX 75248 ----------------------------------- Sarah Glenn Address: 7706 Bantry Lane, Dallas, TX 75248 ----------------------------------- Stephen Wade Address: 3105 Lykes Dr, Albuquerque, NM 87110 ----------------------------------- Shaun Kim Address: 17517 Fabrica Way, Suite A, Cerritos, CA 90703 ----------------------------------- Richard Paladino Address: 734 Walt Whitman Rd, Suite 130, Melville, NY 11747 FBO - CHARLES M. JONES IRA By: ------------------------------ Name: Title: Address: 2525 Overlook Dr, Germantown, TN 38138 5 EX-3 5 optionagreement.txt OPTION AGREEMENT Exhibit 3 COMMON STOCK OPTION AGREEMENT THIS COMMON STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of May 15, 2003, between Thomas Wade ("Stockholder") and GVI Acquisition, LLC, a limited liability company ("Optionee ") with respect to the following: WHEREAS, Stockholder currently owns Twenty Thousand (20,000) shares of the common stock (the "Common Stock") of GVI Security, Inc., a Delaware corporation (the "Corporation"); and WHEREAS, Stockholder wishes to grant Optionee an option to purchase such shares on the terms set forth herein and to irrevocably appoint Optionee as his proxy and attorney-in-fact with respect to said shares until such time as such option is exercised, if at all, or expires. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows: 1. Grant of Option. In consideration of the payment by Optionee of One Thousand Dollars ($1,000.00) (the "Option Price"), Stockholder hereby grants to Optionee the irrevocable right to purchase from Stockholder (the "Option"), from the date hereof through November 15, 2003, or such later date as may be mutually agreed to in writing by the parties (the "Expiration Date"), Twenty Thousand (20,000) fully paid and nonassessable shares of Common Stock of the Corporation, together with any additional shares of Common Stock of the Corporation, options or warrants to purchase any shares of Common Stock of the Corporation or any securities convertible into or exchangeable for shares of Common Stock of the Corporation, now owned or hereafter acquired by Stockholder (collectively, the "Shares"), at a price of $39.13 per Share, for a total aggregate purchase price of Seven Hundred Eighty Two Thousand Six Hundred Dollars ($782,600) (the "Purchase Price"). In the event the Option is exercised, the Option Price shall be fully applicable and credited against the Purchase Price. 2. Irrevocable Proxy and Power of Attorney. Stockholder does hereby appoint Optionee as his proxy and attorney-in-fact to call and attend any and all meetings of the stockholders of the Corporation, to represent and vote the Shares (including without limitation to execute consents to corporate action and waivers), and otherwise to act for the Stockholder in the same manner and with the same effect as if Stockholder were personally present at any such meeting to vote such Shares or personally acting on any matters submitted to stockholders for approval or consent. This appointment is coupled with an interest, is irrevocable, and is effective from the date of this Agreement through the earlier of the date that the Option is exercised (if at all, in accordance with Paragraph 4) and the Expiration Date. In furtherance of this Paragraph 2, Stockholder hereby agrees to execute the Irrevocable Proxy in the form attached hereto as Exhibit A (the "Proxy"). In the event that the Option is exercised in accordance with Paragraph 4, or the Option expires, the Proxy will expire. 5 3. Closing. Concurrent with the full execution of this Agreement: (a) Optionee will pay the Option Price; (b) Stockholder shall execute and deliver the Proxy; (c) Stockholder and Optionee will execute and deliver the escrow agreement in the form attached hereto as Exhibit B ("Escrow Agreement"); (d) Stockholder shall execute and deliver to Stubbs Alderton & Markiles LLP ("Escrow Agent") stock certificate # 2 ("Stock Certificate") evidencing the Shares (to be held and transferred pursuant to the terms and conditions of the Escrow Agreement) and the Stock Assignment Separate from Certificate in the form attached hereto as Exhibit C ("Stock Assignment"); and (e) in the event that Stockholder is currently married, Stockholder shall cause to be executed and delivered to Optionee the Spousal Consent in the form attached hereto as Exhibit D. 4. Method of Exercising Option. The Option may be exercised by Optionee by (a) delivering written notice thereof ("Notice") to Stockholder at the address set forth in Paragraph 12(b) and (b) payment to Stockholder of the Purchase Price less the Option Price (which net amount shall be hereinafter referred to as the "Option Exercise Price"). 5. Escrow of the Shares. On execution hereof, Stockholder shall deposit the Stock Certificate and the executed Stock Assignment with the Escrow Agent in accordance with the Escrow Agreement. 6. Stock Fully Paid. Stockholder covenants and agrees that the Shares are, and upon the exercise of the Option shall be, fully paid and nonassessable and free from all claims, liens and encumbrances. 7. Certain Adjustments. (a) Adjustments for Stock Splits, Stock Dividends and Combinations of Common Stock. In the event that the Shares, after the date of this Agreement and prior to any exercise by Optionee, are subdivided (split), or combined (reverse split), by reclassification or otherwise, or in the event of any dividend or other distribution of additional shares or warrants in connection with the Shares to Stockholder, the number of shares of Common Stock to be acquired by Optionee pursuant to the Option shall be proportionately adjusted to reflect and/or include any such reverse split or split or warrants. (b) Adjustments for Merger or Reorganization, Etc. In case of a reclassification, reorganization or exchange, or any consolidation or merger of the Corporation with another corporation, then Optionee shall receive upon exercise of the Option, in addition to or in lieu of the Shares receivable thereupon, the amount of securities of the Corporation or property which Optionee would have received had this Option been exercised on the date of such event. 8. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Optionee as follows: (a) Stockholder owns the Shares, beneficially and of record, and has good and marketable title to the Shares, free and clear of all liens, claims, encumbrances, security interests and restrictions on transfer, with full power and authority to sell the Shares to Optionee. Stockholder will convey to Optionee good and marketable title to the Shares (on exercise of the Option), free and clear of all liens, claims, encumbrances, security interests and restrictions on transfer. (b) Stockholder acknowledges and agrees that, in entering into this Agreement, he has relied exclusively on his own investigation of the Corporation and its business affairs and activities, and not upon any representation or inducement by Optionee, in deciding whether to sell the Shares pursuant to this Agreement and to grant the Proxy on the Shares. (c) Stockholder understands that the Proxy is irrevocable during its effective term, that his commitment to sell the Shares is irrevocable, subject only to receipt of the Notice and Option Exercise Price prior to the Expiration Date. Prior to the Expiration Date, Stockholder shall not sell, assign, encumber, hypothecate or otherwise transfer any of the Shares or take any other action that would impede Stockholder's ability to deliver the Shares to Optionee upon exercise of the Option. (d) All information, arrangements and circumstances which might be material to a person or entity optioning or acquiring the Shares pursuant to this Agreement have been disclosed in writing to Optionee and there are no facts, arrangements or circumstances which might make such information misleading or inaccurate, or which may restrict, impair or interfere with the Optionee's unencumbered ownership of the Shares. (e) Each of Stockholder's warranties and representations are of the essence of this Agreement and shall survive the early termination hereof. None of Stockholder's warranties and representations shall in any way be limited by reason of any investigation made by Optionee or on behalf of Optionee regarding said warranties and representations. (f) Stockholder has no knowledge of the existence of any written agreements relating to the employment of William Teitelbaum, or any written agreements or any understandings relating to any outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon the Corporation for the purchase or acquisition of any shares of its capital stock, other than the 230,000 shares of its outstanding Common Stock. 2 9. Representations and Warranties of Optionee. Optionee hereby represents and warrants to Stockholder as follows: (a) Optionee will acquire the Shares for investment and not with a view to distributing all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act of 1933 (the "Securities Act"). Optionee acknowledges and understands that such Shares have not been registered under the Securities Act, that such Shares cannot be resold without registration under the applicable federal and state securities laws or pursuant to an exemption therefrom and a legend to this effect will be placed on the certificate representing the Shares; (b) Optionee (i) is an "accredited investor" as such term is defined under Regulation D under the Securities Act, (ii) has such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Shares, and (iii) has conducted its own due diligence investigation with respect to such investment; and (c) Optionee will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any of such shares) except in compliance with the Securities Act, and the rules and regulations under the Securities Act. 10. Confidentiality. Stockholder hereby agrees to not release, disclose or reveal to any person or entity the terms or conditions of this Agreement without the prior written consent of Optionee. 11. Further Assurances. Stockholder agrees to promptly execute and deliver to Optionee any and all further agreements, documents and/or instruments which Optionee may reasonably request in order to effectuate the purposes, and protect Optionee's interests, under this Agreement. 12. Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties hereto consent to exclusive venue for the adjudication of any disputes pertaining to the interpretation or enforcement of this Agreement in the County of Los Angeles, California U.S.A. Subject to the provisions of Paragraph 12(e) relating to arbitration of disputes, the parties hereto consent to the exercise of personal jurisdiction by any court located in the County of Los Angeles, California U.S.A. having subject matter jurisdiction over any such dispute. Nothing contained in this paragraph shall be deemed a limitation upon either party's right to seek the enforcement of a lawfully issued judgement in any other court of competent jurisdiction. 3 (b) Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or, if sent by telecopier, upon confirmation report of such telecopy or upon deposit with the United States Post Office, by registered or certified mail, or upon deposit with an overnight air courier, in each case postage prepaid and addressed to the party to be notified at the address set forth below, or by facsimile to the number set forth below: (i) If to Stockholder: Thomas Wade 7706 Bantry Lane Dallas, TX 75248 Facsimile: _______________ (ii) If to Optionee: GVI Acquisition, LLC c/o Sunland Entertainment 11835 W. Olympic Blvd. Suite 550 Los Angeles, CA 90064 Attn: David Weiner Facsimile: (818) 385-0869 with a copy to: Stubbs Alderton & Markiles, LLP 15821 Ventura Blvd., Suite 525 Encino, California 91436 Attn: Scott Alderton Facsimile: (818) 474-8601 (c) Severability. If one or more provisions (or portions thereof) of this Agreement are held to be unenforceable under applicable law, such provision (or portion thereof) shall be excluded from this Agreement and the balance of this Agreement (or such provision) shall be interpreted as if such provision (or portion thereof) were so excluded and shall be enforceable in accordance with its terms. (d) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, term sheets, letters, discussions and understandings of the parties in connection herewith. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall 4 constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (e) Arbitration. Any dispute, controversy or claim arising out of or relating to the enforcement, interpretation or alleged breach of this Agreement shall be submitted to and resolved by binding arbitration in Los Angeles, California before one neutral arbitrator appointed in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in and enforceable by any court having jurisdiction. (f) Assignment. This Agreement may be assigned by Optionee. This Agreement may not be assigned by Stockholder without the prior written consent of Optionee. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above. GVI Acquisition, LLC ("Optionee") By: - ------------------------------- ----------------------------- Thomas Wade ("Stockholder") Its: ----------------------------- 5 EXHIBIT A IRREVOCABLE PROXY ON THE OPTION SHARES 6 EXHIBIT B ESCROW AGREEMENT 7 EXHIBIT C STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE 8 EXHIBIT D SPOUSAL CONSENT 9 -----END PRIVACY-ENHANCED MESSAGE-----