-----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, MfMTaex/YjhB3pmjGVxykqLa6snjFqQPCiI5f2wQncuQR6u9Q+4ZtAycFGuQkViw QmXPt7JqmT8zupOzSe+h8w== 0000950112-96-002044.txt : 19960619 0000950112-96-002044.hdr.sgml : 19960619 ACCESSION NUMBER: 0000950112-96-002044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960618 SROS: AMEX GROUP MEMBERS: CERTILMAN MORTON L GROUP MEMBERS: JAY M. HAFT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXTECH CORP CENTRAL INDEX KEY: 0000033992 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 362476480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06552 FILM NUMBER: 96582505 BUSINESS ADDRESS: STREET 1: 90 MERRICK AVE STREET 2: 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 BUSINESS PHONE: 5167946300 MAIL ADDRESS: STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 FORMER COMPANY: FORMER CONFORMED NAME: EXECUTIVE HOUSE INC DATE OF NAME CHANGE: 19911119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CERTILMAN MORTON L CENTRAL INDEX KEY: 0001016869 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 MERRICK AVE STREET 2: 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 BUSINESS PHONE: 5167946300 MAIL ADDRESS: STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 SC 13D/A 1 EXTECH CORPORATION -- LOUIS PERLMAN ET AL THIS DOCUMENT IS A COPY OF THE AMENDMENT TO SCHEDULE 13D FILED ON JUNE 13, 1996 PURSUANT TO RULE 201 TEMPORARY HARDSHIP EXEMPTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9 )* ----- EXTECH Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 302234 10 9 (CUSIP Number) Fred S. Skolnik, Esq. (516) 296-7000 Certilman Balin Adler & Hyman, LLP 90 Merrick Avenue, East Meadow, NY 11554 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 3, 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 the statement [ ]. (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 of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less 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 ("Act") 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). SCHEDULE 13D CUSIP No. 302234 10 9 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person Morton L. Certilman 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 United States Number of Shares 7. Sole Voting Power Beneficially Owned 911,893 By Each Reporting Person With ---------------------------------------------- 8. Shared Voting Power -0- ---------------------------------------------- 9. Sole Dispositive Power 911,893 ---------------------------------------------- 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 911,893 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 16.3% 14. Type of Reporting Person IN 2 SCHEDULE 13D CUSIP No. 302234 10 9 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person Jay M. Haft 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 United States Number of Shares 7. Sole Voting Power Beneficially Owned 910,393 By Each Reporting Person With ---------------------------------------------- 8. Shared Voting Power -0- ---------------------------------------------- 9. Sole Dispositive Power 910,393 ---------------------------------------------- 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 910,393 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 16.3% 14. Type of Reporting Person IN 3 ITEM 1. SECURITY AND ISSUER. ------------------- This statement amends and supplements the Schedule 13D dated December 16, 1988 (the "Schedule 13D"), as previously amended by Amendments No. 1 through 8 dated January 12, 1989, April 11, 1989, April 12, 1989, April 21, 1989, September 27, 1989, February 27, 1992, March 22, 1994, and October 11, 1994, respectively, filed by Morton L. Certilman and Jay M. Haft relating to the Common Stock, par value $.01 per share, of EXTECH Corporation ("EXTECH"), a Delaware corporation ("EXTECH Common Stock"). The address of the principal executive offices of EXTECH is 90 Merrick Avenue, East Meadow, New York 11554. ITEM 2. IDENTITY AND BACKGROUND. ----------------------- (a) This statement is being filed as a joint statement by Messrs. Certilman and Haft. Messrs. Certilman and Haft may be deemed a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. (b) Mr. Certilman's business address is 90 Merrick Avenue, East Meadow, New York 11554. Mr. Haft's business address is 201 S. Biscayne Blvd., Suite 3000, Miami, Florida 33131 (c) Mr. Certilman is a practicing attorney and a member of the law firm of Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, East Meadow, New York 11554. Mr. Haft is a practicing attorney and serves as counsel to the law firm of Parker Duryee Rosoff & Haft, 529 Fifth Avenue, New York, New York 10017. (d) Neither Mr. Certilman nor Mr. Haft has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Mr. Certilman nor Mr. Haft has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Messrs. Certilman and Haft are citizens of the United States of America. (g) Each of Messrs. Certilman and Haft is responsible for the completeness and accuracy of the respective information concerning such person contained in this statement, and is not responsible for the completeness or accuracy of the information concerning the other, unless he knows or has reason to believe that such information is inaccurate. 4 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- The funds for the purchase reported in this Amendment No. 9 to the Schedule 13D on the part of Mr. Certilman, as well as all other purchases previously reported (except as indicated below), were provided from his personal funds; 360,000 of the total of 700,000 shares of EXTECH Common Stock reported on this Amendment No. 9 were purchased out of his retirement trust fund for an aggregate of $90,000. The funds for the purchase reported in this Amendment No. 9 to the Schedule 13D on the part of Mr. Haft, as well as all other purchases previously reported (except as indicated below), were provided from his personal funds. Amendment No. 4 to the Schedule 13D amended Item 3 of the Schedule 13D by insertion of the following as a new last paragraph: The Filing Persons have financed their respective privately negotiated purchases of 47,303 and 47,302 shares of Executive House Common Stock on April 21, 1989 by the delivery of their respective promissory notes to the seller (Mr. Louis Kanne), paid on October 13, 1989, and secured by a pledge of the shares purchased. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Pursuant to a Subscription Agreement, dated as of June 3, 1996, EXTECH sold an aggregate of 3,200,000 shares of EXTECH Common Stock, at a price of $.25 per share, as follows: Morton L. Certilman 700,000 (including 360,000 by his retirement trust) Jay M. Haft 700,000 Sterling Foster Holding Corp. 1,800,000 The EXTECH Common Shares have been acquired by Messrs. Certilman and Haft for investment and neither of the reporting persons has any specific plans to acquire additional amounts of, or to dispose of, securities of EXTECH. As a result of their ownership of such shares, and their offices as President and Chairman of the Board, respectively, Messrs. Certilman and Haft may be deemed to have substantial influence over the affairs and management of EXTECH. However, neither Mr. Certilman nor Mr. Haft has any definitive plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of Schedule 13D. Notwithstanding the foregoing, the acquisition of the EXTECH Common Stock was made with the understanding that the proceeds from the sale of the EXTECH Common Stock may be used by EXTECH in connection with the acquisition and/or operation of one or more sports franchises and/or related sports equipment companies. 5 Amendment No. 5 to the Schedule 13D amended Item 4 of the Schedule 13D by insertion of the following as a new last paragraph: Pursuant to an Agreement dated September 25, 1989 (the "Agreement"), between and among Executive House, Carl Devoe, Keith Stern, Robert Dangoia and Albert Rubens (collectively, the "Current Directors"), and Jay M. Haft ("Haft") and Morton L. Certilman ("Certilman"), at a special meeting of the Board of Directors of Executive House (the "Board of Directors"), to be convened within three (3) business days following October 9, 1989, each of the Current Directors other than Keith Stern will resign as Directors of Executive House and, simultaneously therewith, Haft and Certilman will be elected as Directors of Executive House. After their election to the Board of Directors of Executive House, Haft and Certilman intend to cause Leon Lapidus ("Lapidus"), a designee of Haft and Certilman, to be elected to the Board of Directors. Upon the consummation of such election and resignations, as contemplated by the Agreement, Haft, Certilman and Lapidus will comprise three of the then four members of the Board of Directors, and Keith Stern, one of the Current Directors, will continue as the fourth member of the Board of Directors (these four individuals are hereinafter collectively referred to as the "Designated Directors"). Haft and Certilman at present have no other agreements or understandings to expand, contract or otherwise change the composition of the Board of Directors following their election thereto. As soon as practicable following their election to the Board of Directors, the Designated Directors intend to appoint Certilman, Haft, Lapidus and Andrew Hulsh to the offices of Chairman, President, Treasurer and Secretary, respectively, of Executive House. Haft and Certilman intend to actively pursue acquisitions or other business opportunities on behalf of Executive House. However, neither Haft nor Certilman presently have any specific plans or understanding to cause Executive House to make any specific acquisition or any merger or consolidation, partial or complete liquidation of Executive House, and dividend declaration by Executive House, any tender offer for shares of Common Stock, the sale by Executive House of all or substantially all of its assets or any other extraordinary transaction of Executive House out of the ordinary course of its business. Amendment No. 4 to the Schedule 13D amended Item 4 of the Schedule 13D by insertion of the following as a new last paragraph: 6 The 129,605 shares of Executive House Common Stock purchased by the Filing Persons on April 12 and April 21, 1989 constitute the shares the Filing Persons were negotiating or planning to purchase at the time of the filing of Amendment No. 2 to the statement on Schedule 13D. Amendment No. 2 to the Schedule 13D amended and restated Item 4 of the Schedule 13D in its entirety as follows: The Filing Persons regard Executive House Common Stock as an attractive investment at the prices prevailing to date on the open market. The Filing Persons have previously met, on separate occasions, with management of Executive House regarding the prospects of Executive House, and their investment in Executive House. The Filing Persons believe that attractive investment possibilities may be available to Executive House following its receipt of approximately $2,500,000 as its share of the proceeds of dissolution of the South-Executive Associates Partnership. The Filing Persons are not presently aware of any specific possibilities. If they become aware of specific possibilities, they presently intend to inform Executive House management as to them. The Filing Persons recently requested a seat on the Board of Directors of Executive House. Management of Executive House has not yet responded to that request. The Filing Persons expect to have additional discussions with management of Executive House. The Filing Persons presently intend to purchase additional shares of Executive House Common Stock. Such purchases may be on the open market or in privately negotiated transactions. The Filing Persons presently are negotiating or planning the purchase of an approximate additional 130,000 shares of Common Stock. Based on continuing evaluation of Executive House Common Stock, alternative investment opportunities and all other factors deemed relevant, the Filing Persons may, assuming the availability of additional shares at prices regarded as acceptable, elect to acquire additional shares of Executive House Common Stock for investment on the open market or in privately negotiated transactions, or may elect to sell some or all of their Executive House shares, in each case subject to applicable legal requirements. Except as described above, the Filing Persons 7 presently have no plans or proposals which relate to or would result in any of the matters described in items 4(a) through (j) of Schedule 13D. The Filing Persons have no present plans to make a tender offer or propose a merger of similar transaction with respect to Executive House. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ As of the date of this Amendment No. 9 to the Schedule 13D, Mr. Certilman has direct beneficial ownership of 911,893 shares of EXTECH Common Stock (or approximately 16.3% of the outstanding shares of EXTECH Common Stock). As of the date of this Amendment No. 9 to the Schedule 13D, Mr. Haft has direct beneficial ownership of 910,393 shares of EXTECH Common Stock (or approximately 16.3% of the outstanding shares of EXTECH Common Stock). In view of their intention to consult with each other with respect to the acquisition, voting and disposition of their respective shares of EXTECH Common Stock, Messrs. Certilman and Haft may be deemed a group. Accordingly, as of the date of this Amendment No. 9 to the Schedule 13D, the group of Messrs. Certilman and Haft beneficially owns 1,822,286 shares of EXTECH Common Stock. Such amount represents approximately 32.6% of the outstanding shares of EXTECH Common Stock. However, each of Messrs. Certilman and Haft independently makes his own decisions with respect to the acquisition, voting and disposition of EXTECH Common Stock directly owned by him. Further, neither Mr. Certilman nor Mr. Haft has any economic interest in the EXTECH Common Stock directly owned by the other. All transactions in shares of EXTECH Common Stock that were effected by Messrs. Certilman and Haft since the filing of Amendment No. 8 to the Schedule 13D are as follows: Number of Price Identity Date of Shares of Per of Person Transaction Transaction Common Stock Share - --------- ----------- ----------- ------------ ----- Mr. Certilman 6/3/96 Purchase* 700,000** $.25 Mr. Haft 6/3/96 Purchase* 700,000 $.25 _________________ * Privately negotiated purchase. ** Includes 360,000 shares purchased by Mr. Certilman's retirement trust. 8 Amendment No. 8 to the Schedule 13D reported all transactions in shares of EXTECH Common Stock that were effected by Messrs. Certilman and Haft since the filing of Amendment No. 7 to the Schedule 13D as follows: Number of Price Identity Date of Shares of Per of Person Transaction Transaction Common Stock Share - --------- ----------- ----------- ------------ ----- Mr. Certilman 10/11/94 Expiration 250,000 $1.50 of Option Mr. Haft 10/11/94 Expiration 250,000 $1.50 of Option Amendment No. 7 to the Schedule 13D reported all transactions in shares of EXTECH Common Stock that were effected by Messrs. Certilman and Haft since the filing of Amendment No. 6 to the Schedule 13D as follows: Number of Price Identity Date of Shares of Per of Person Transaction Transaction Common Stock Share - --------- ----------- ----------- ------------ ----- Mr. Certilman 11/27/93 Expiration 100,000 $1.00 of Option Mr. Haft 11/27/93 Expiration 100,000 $1.00 of Option Amendment No. 6 to the Schedule 13D reported all transactions in shares of EXTECH Common Stock that were effected by Messrs. Certilman and Haft since the filing of Amendment No. 5 to the Schedule 13D as follows: 9 Amount of Price Identity Date of Securities Per of Person Transaction Transaction Involved Share - --------- ----------- ----------- ---------- ----- Mr. Certilman 10/12/89 Acquisition 250,000 $1.50 of Option1 Mr. Haft 10/12/89 Acquisition 250,000 1.50 of Option1 Mr. Certilman 1/17/90 Purchase2 8,750 1.25 Mr. Haft 1/17/90 Purchase2 8,750 1.25 Mr. Certilman 5/17/90 Purchase3 3,750 1.12 Mr. Haft 5/17/90 Purchase3 3,750 1.12 Mr. Certilman 11/27/90 Acquisition 100,000 1.00 of Warrant4 Mr. Haft 11/27/90 Acquisition 100,000 1.00 of Warrant4 Mr. Certilman 11/27/90 Acquisition of 50,000 1.00 Convertible Promissory Note5 Mr. Haft 11/27/90 Acquisition of 50,000 1.00 Convertible Promissory Note5 Mr. Certilman 5/23/91 Purchase2 5,000 .4375 Mr. Haft 5/23/91 Purchase2 5,000 .4375 Mr. Certilman 10/17/91 Purchase2 5,000 .50 Mr. Haft 10/17/91 Purchase2 5,000 .50 Amendment No. 4 to the Schedule 13D amended and restated Item 5 of the Schedule 13D in its entirety as follows: As of April 21, 1989, Mr. Certilman has direct beneficial ownership of 189,393 shares of Executive House Common Stock (or approximately 9.20% of the outstanding shares). Other than the privately negotiated purchases of 5,000 shares on March 31, 1989, 18,750 shares on April 11, 1989 and 47,303 shares on April 21, 1989, all purchases of Executive House Common Stock by Mr. Certilman were made in open market transactions effected through brokers. - -------------------- 1 Exercisable in full from date of acquisition until October 11, 1994. 2 Privately negotiated purchase. 3 Open market purchase. 4 Exercisable in full from date of acquisition until November 27, 1993. 5 Note repaid in full in June 1991. 10 As of April 21, 1989, Mr. Haft has direct beneficial ownership of 187,893 shares of Executive House Common Stock (or approximately 9.13% of the outstanding shares). Other than the privately negotiated purchases of 5,000 shares on March 31, 1989, 18,750 shares on April 11, 1989 and 47,302 shares on April 21, 1989, all purchases of Executive House Common Stock by Mr. Haft were made in open market transactions effected through brokers. The March 31 and April 11 purchases were effected by Mr. Haft on behalf of the Filing Persons. As a consequence of the intention of the Filing Persons to consult with each other with respect to the holding and voting of Executive House Common Stock directly owned by each, each Filing Person, under the rules and regulations governing the filing of statements on Schedule 13D, may be deemed a beneficial owner of the shares of Executive House Common Stock directly owned by the other. However, each Filing Person independently makes his own decisions with respect to the purchase, holding and voting of the Executive House Common Stock directly owned by the other Filing Person. Attached as Exhibit 1 to Amendment No. 4 of the Schedule 13D is the following List of Purchases by the Filing Persons of Executive House Common Stock: List of Purchases of Common Stock --------------------------------- Date of Number of Price Per Transaction Purchaser Shares Share - ----------- --------- --------- --------- 3/31/89 Morton L. Certilman 5,000 $1.50 3/31/89 Jay M. Haft 5,000 $1.50 4/11/89 Morton L. Certilman 18,750 $1.50 4/11/89 Jay M. Haft 18,750 $1.50 4/12/89 Morton L. Certilman 17,500 $1.4375 4/12/89 Jay M. Haft 17,500 $1.4375 4/21/89 Morton L. Certilman 47,303 $1.50 4/21/89 Jay M. Haft 47,302 $1.50 Amendment No. 1 of the Schedule 13D amended and restated the following List of Purchases by the Filing Persons of Executive House Common Stock in the past 60 days: 11 List of Purchases of Common Stock --------------------------------- Date of Number Price Transaction Purchaser of Shares Per Share - ----------- --------- --------- --------- 12/07/88 Mr. Certilman 10,000 $1.50 12/07/88 Mr. Certilman 40,000 1.625 12/07/88 Mr. Haft 10,000 1.50 12/07/88 Mr. Haft 40,000 1.625 12/12/88 Mr. Certilman 9,000 1.6875 12/12/88 Mr. Haft 9,000 1.6875 12/14/88 Mr. Certilman 7,500 1.6875 12/14/88 Mr. Haft 7,500 1.6875 12/16/88 Mr. Certilman 4,000 1.625 12/16/88 Mr. Haft 4,000 1.625 01/05/89 Mr. Certilman 12,000 1.5625 01/05/89 Mr. Haft 12,000 1.5625 01/09/89 Mr. Certilman 10,000 1.5625 01/09/89 Mr. Haft 10,000 1.5625 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH ------------------------------------------------------------- RESPECT TO SECURITIES OF THE ISSUER. ----------------------------------- Messrs. Certilman and Haft have an understanding to consult with each other with respect to the acquisition, voting and disposition of EXTECH Common Stock as described in Item 5. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- (1) Subscription Agreement, dated June 3, 1996, among EXTECH, Messrs. Certilman and Haft and Sterling Foster Holding Corp. 12 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 12, 1996 /s/ ------------------------------- Morton L. Certilman /s/ ------------------------------- Jay M. Haft EX-1 2 Exhibit 1 SUBSCRIPTION AGREEMENT made as of the 3rd day of June, 1996 between EXTECH CORPORATION, a Delaware corporation (the "Company"), and the undersigned subscribers (individually, a "Subscriber" and collectively, the "Subscribers"). The Company desires to obtain financing by selling to the Subscribers an aggregate of 3,200,000 Common Shares, par value $.01 per share (the "Shares"), at a price of $0.25 per Share (the "Offering"). Each Subscriber desires to purchase the number of Shares set forth on the signature page hereof. NOW, THEREFORE, for and in consideration of the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows: I. SUBSCRIPTION FOR SHARES 1.1 Subject to the terms and conditions hereinafter set forth, each Subscriber hereby subscribes for and irrevocably agrees to purchase from the Company the number of Shares set forth on the signature page hereof, and the Company agrees to sell such Shares to each of the Subscribers, at a purchase price equal to $0.25 per Share. The purchase price is payable on June 10, 1996 by check made payable to the order of the Company. The certificates evidencing the Shares purchased by the Subscribers will be delivered by the Company to the Subscribers as soon as practicable following the Company's receipt of the purchase price therefor. II. REPRESENTATIONS BY SUBSCRIBER Each Subscriber understands and agrees that the Company is relying and may rely upon the following representations, warranties and agreements made by such Subscriber in entering into this Agreement: 2.1 Each Subscriber recognizes that the purchase of the Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (a) he may not be able to liquidate his investment in the event of emergency; (b) transferability is extremely limited; and (c) in the event of a disposition, he could sustain a complete loss of his investment. 2.2 Each Subscriber acknowledges that he (a) is competent to understand and does understand the nature of the investment; and (b) must be able to bear the economic risk of the investment. 2.3 Each Subscriber understands that he must be an accredited investor as described in paragraph 2.3.1 through 2.3.3 hereof to qualify for the purchase of the Shares, and hereby represents and warrants that he is an accredited investor. In order to be an accredited investor, he must be one or more of the following: 2.3.1 A Director or executive officer of the Company; 2.3.2 A natural person whose individual net worth or joint net worth with that person's spouse, at the time of his purchase, exceeds $l,000,000; or 2.3.3 A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. 2.4 Each Subscriber acknowledges that he has significant prior investment experience, including investment in non-listed and non-registered securities, and that he has read all of the documents furnished or made available by the Company to evaluate the merits and risks of his investment; and that he recognizes the highly speculative nature of this investment and is able to bear the economic risk he hereby assumes. 2.5 Each Subscriber hereby represents that the Company has furnished to him a copy of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995 and Quarterly Report on Form 10-QSB for the period ended March 31, 1996. The Subscriber represents further that he has been furnished with all information regarding the Company which he has requested or desired to know; that all other documents which could be reasonably provided have been made available for his inspection and review; and that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers and/or other representatives of the Company concerning the terms and conditions of the Offering, and any additional information which he has requested. 2.6 Each Subscriber hereby acknowledges that this Offering of Shares has not been reviewed by the Securities and Exchange Commission (the "SEC") because it is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act"). 2.7 Each Subscriber represents that the Shares are being purchased for his own account, for investment, and not for distribution or resale to others. Each Subscriber agrees that he will not sell, transfer or otherwise dispose of the Shares or any portion thereof, unless they are registered under the Act or unless an exemption from such registration is available. 2.8 Each Subscriber consents that the Company may, if it desires, permit the transfer of the Shares by the Subscriber out of his name only when his request for transfer is accompanied 2 by an opinion of counsel satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively, "Securities Laws"). Each Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses (including attorneys' fees) incurred by them as a result of any sale or distribution by such Subscriber in violation of any Securities Laws or any misrepresentation herein. 2.9 Each Subscriber consents to the placement of a legend on the certificates evidencing the Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. Each Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Shares. III. REPRESENTATIONS BY THE COMPANY 3.1 The Company represents and warrants to each Subscriber as follows: (a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct its business. (b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company. (c) The Shares have been duly and validly authorized and, when issued in accordance with the terms hereof, will be duly and validly authorized and issued, fully paid and nonassessable. IV. INTENDED USE OF PROCEEDS 4.1 Each Subscriber hereby acknowledges that the proceeds from the sale of the Shares are intended to be used by the Company in connection with the acquisition and/or operation of one or more sports franchises and/or related sports equipment companies. Each Subscriber acknowledges the substantial risks involved in such regard, including, without limitation, the lack of experience on the part of the Company management in such industries. Each Subscriber acknowledges further that no assurances are being given by the Company that the proceeds of the sale will be so utilized. 3 V. INVESTMENT RESTRICTIONS 5.1 Each Subscriber acknowledges that there is a very limited public market for the Shares. Each Subscriber understands that, absent registration under the Act, the Shares may only generally be publicly sold pursuant to Rule 144 (the "Rule") promulgated under the Act. The Rule permits, subject to all of its terms and conditions, the public resale (in limited amounts) of securities acquired in non-public offerings without having to satisfy the registration requirements of the Act. The Subscriber further understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, which in most circumstances is required by the Rule as one of the conditions of its availability. Accordingly, each Subscriber recognizes that, notwithstanding the existence of a public market for the Shares, he may not be able to take advantage of the resale provisions of the Rule and may be unable to publicly offer or sell any of such Shares. VI. NOTICES TO SUBSCRIBERS 6.1 THE SHARES HAVE NOT BEEN REGISTERED UNDER THE ACT AND ARE BEING OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 6.2 The Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act, and applicable state securities laws, pursuant to registration or exemption therefrom. VII. MISCELLANEOUS 7.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, overnight mail or courier or telecopier, addressed to the Company at 90 Merrick Avenue, East Meadow, New York 11554, Attention: President and to each Subscriber at his address indicated on the signature page hereof. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received. 7.2 This Agreement shall not be changed, modified or amended except by a writing signed by the party to be charged, and this Agreement may not be discharged except by performance in 4 accordance with its terms or by a writing signed by the party to be charged. 7.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature between them. Each Subscriber acknowledges and agrees that the Company is making no representations in connection with the purchase and sale of the Shares except as expressly set forth herein. 7.4 This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of New York, applicable to agreements to be performed wholly within the State of New York. 7.5 This Agreement may be executed in counterparts. Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of the Shares as herein provided. 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. EXTECH CORPORATION By:/s/ --------------------------- Brian K. Ziegler, Secretary SUBSCRIBERS ----------- /s/ ------------------------------- Morton L. Certilman 90 Merrick Avenue East Meadow, New York 11554 ------------------------------- Address 340,000 ------------------------------- Number of Shares Subscribed for $85,000 ------------------------------ Aggregate Purchase Price /s/ ------------------------------- Jay M. Haft 201 S. Biscayne Blvd., Suite 3000 Miami, Florida 33131 ------------------------------- Address 700,000 ------------------------------ Number of Shares Subscribed for $175,000 ------------------------------ Aggregate Purchase Price STERLING FOSTER HOLDING CORP. By: /s/ ------------------------------- Adam Lieberman, President 198 Woodbine Road Roslyn Heights, NY 11577 ------------------------------- Address 1,800,000 ------------------------------ Number of Shares Subscribed for $450,000 ------------------------------ Aggregate Purchase Price 6 /s/ ------------------------------ Certilman Balin Adler & Hyman, LLP 401K Plan, FBO Morton L. Certilman 360,000 ------------------------------- Number of Shares Subscribed for $90,000 ------------------------------ Aggregate Purchase Price 7 -----END PRIVACY-ENHANCED MESSAGE-----