-----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, WoVoDy5iI57bpvzjQziFdnFLJAUvG/u6gy9X3TElzjOxwkxLNze9wsfPkl2xUcM8 zAoSFASUi0VwkQNiHo0pEg== /in/edgar/work/0000922435-00-000028/0000922435-00-000028.txt : 20001117 0000922435-00-000028.hdr.sgml : 20001117 ACCESSION NUMBER: 0000922435-00-000028 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001116 GROUP MEMBERS: HANSABEL PARTNERS LLC GROUP MEMBERS: HANSEATIC AMERICAS LDC GROUP MEMBERS: HANSEATIC CORP GROUP MEMBERS: HANSEATIC CORPORATION GROUP MEMBERS: WOLFGANG TRABER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMONE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: [3590 ] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49763 FILM NUMBER: 771364 BUSINESS ADDRESS: STREET 1: 8305 NW 27TH ST STREET 2: STE 107 CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055938015 MAIL ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 FORMER COMPANY: FORMER CONFORMED NAME: MANSUR INDUSTRIES INC DATE OF NAME CHANGE: 19960717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANSEATIC CORP CENTRAL INDEX KEY: 0000944801 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133273221 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 2302 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128323038 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 2302 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)(1)* ------------------------------- SYSTEMONE TECHNOLOGIES, INC. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 81787Q 10 4 (CUSIP Number) -------------------------------- Howard Kailes, Esq. Krugman & Kailes LLP Park 80 West-Plaza Two Saddle Brook, New Jersey 07663 (201) 845-3434 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------------------- November 10, 2000 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d.7(b) 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). - ----------------------------- (1) Constitutes Amendment No. 3 to the Schedule 13G filed jointly by Hanseatic Americas LDC, Hansabel Partners LLC, Hanseatic Corporation and Wolfgang Traber. CUSIP NO. 81787Q 10 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hanseatic Americas LDC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) ----- 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ----- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 2,919,056 (see footnote 1) 8 SHARED VOTING POWER -- (see footnote 2) 9 SOLE DISPOSITIVE POWER 2,919,056 (see footnote 1) 10 SHARED DISPOSITIVE POWER -- (see footnote 2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,919,056 (see footnote 1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x (see footnote 2) ------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% (see footnote 3) 14 TYPE OF REPORTING PERSON* OO - ----------------- (1) Represents: (a) 2,108,114 shares (the "Series C Conversion Shares") issuable upon conversion of Series C Convertible Preferred Stock; (b) 289,514 shares (the "Series D Conversion Shares") issuable upon conversion of Series D Convertible Preferred Stock; (c) 285,714 shares (the "May Warrant Shares") issuable upon exercise of warrants extended by the Issuer on May 2, 2000 and exercisable within 60 days of the date hereof; and (d) 235,714 shares issuable upon exercise of warrants extended by the Issuer on August 7 and November 10, 2000, respectively, and exercisable within 60 days of the date hereof (together with the Series C Conversion Shares, the Series D Conversion Shares, and the May Warrant Shares, the "Conversion Shares"). (2) Excludes an aggregate of approximately 4,020,821 shares (the "Agreement Shares") that are subject to a shareholders agreement, consisting of: (i) 2,054,985 shares beneficially owned by Pierre Mansur, as reported in the Issuer's proxy statement with respect to its annual meeting of shareholders held June 29, 2000; and (ii) an aggregate of 1,965,836 shares beneficially owned by Environmental Opportunities Fund II L.P., Environmental Opportunities Fund II (Institutional) L.P. and affiliates (consisting of an aggregate of 1,154,894 shares issuable upon conversion of Series B Convertible Preferred Stock, 289,514 shares issuable upon conversion of Series D Convertible Preferred Stock, 285,714 shares issuable upon exercise of warrants extended by the Issuer on May 2, 2000 and exercisable within 60 days of the date hereof and 235,714 shares issuable upon exercise of warrants extended by the Issuer on August 7 and November 10, 2000, respectively, and exercisable within 60 days of the date hereof. Also excludes shares (the "Additional Warrant Shares") issuable upon exercise of warrants that will be extended by the Issuer in the event it does not discharge certain indebtedness prior to February 7, 2002, subject to the conditions thereto. (3) Based upon an aggregate of 4,742,923 shares outstanding on November 10, 2000 plus the Conversion Shares. CUSIP NO. 81787Q 10 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hansabel Partners LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) ----- 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -- 8 SHARED VOTING POWER 2,919,056 (see footnotes 1 and 2) 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 2,919,056 (see footnotes 1 and 2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,919,056 (see footnotes 1 and 2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x (see footnote 2) ------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% (see footnote 3) 14 TYPE OF REPORTING PERSON* OO - ----------------- (1) Represents shares beneficially owned by Hanseatic Americas LDC; Hansabel Partners LLC is the sole managing member of Hanseatic Americas LDC. (2) Excludes the Agreement Shares and the Additional Warrant Shares. (3) Based upon an aggregate of 4,742,923 shares outstanding on November 10, 2000 plus the Conversion Shares. CUSIP NO. 81787Q 10 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hanseatic Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) ----- 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ----- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -- 8 SHARED VOTING POWER 2,919,056 (see footnotes 1 and 2) 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 2,919,056 (see footnotes 1 and 2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,919,056 (see footnotes 1 and 2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x (see footnote 2) ------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% (see footnote 3) 14 TYPE OF REPORTING PERSON* CO - ----------------- (1) Represents shares beneficially owned by Hansabel Partners LLC; Hanseatic Corporation is the sole managing member of Hansabel Partners LLC. (2) Excludes the Agreement Shares and the Additional Warrant Shares. (3) Based upon an aggregate of 4,742,923 shares outstanding on November 10, 2000 plus the Conversion Shares. CUSIP NO. 81787Q 10 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wolfgang Traber 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) ----- 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ----- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -- 8 SHARED VOTING POWER 2,919,056 (see footnotes 1 and 2) 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 2,919,056 (see footnotes 1 and 2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,919,056 (see footnotes 1 and 2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x (see footnote 2) ------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1 % (see footnote 3) 14 TYPE OF REPORTING PERSON* IN - ----------------- (1) Represents shares beneficially owned by Hanseatic Corporation; Mr. Traber holds in excess of a majority of the shares of capital stock of Hanseatic Corporation. (2) Excludes the Agreement Shares and the Additional Warrant Shares. (3) Based upon an aggregate of 4,742,923 shares outstanding on November 10, 2000 plus the Conversion Shares. INTRODUCTORY STATEMENT Pursuant to Reg. Section 240.13d-2, this Amendment No. 2 to Schedule 13D discloses changes in the Statement on Schedule 13D dated May 2, 2000, as amended by Amendment No. 1 thereto dated August 7, 2000 (together, the "Amended Statement on Schedule 13D"), filed jointly by Hanseatic Americas LDC ("Americas"), Hansabel Partners LLC ("Hansabel"), Hanseatic Corporation ("Hanseatic") and Wolfgang Traber ("Traber"), and therefore does not restate the items therein in their entirety. No person or entity reporting hereunder shall be responsible for the completeness or accuracy of any information contained in the Amended Statement on Schedule 13D, as amended herein, with respect to any other person or entity. Item 1. Security and Issuer ------------------- The securities to which this statement relates are shares of the common stock, $.001 par value (the "Common Stock"), of SystemOne Technologies, Inc., a Florida corporation (the "Corporation"). The principal executive offices of the Corporation are located at 8305 N.W. 27th Street, Suite 107, Miami, Florida 33122. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- The funds, in the amount of $400,000, advanced by Americas to the Corporation on October 16, 2000 and subsequently, on November 10, 2000 (the "Supplemental Closing Date"), evidenced by the Corporation's substitute note in connection with which the Corporation issued additional warrants (the "November Warrants") to Americas to acquire 114,286 shares of Common Stock, were obtained by Americas from a loan facility provided by M.M. Warburg & CO. Luxembourg S.A. Item 4. Purpose of Transaction ---------------------- Pursuant to an amendment dated the Supplemental Closing Date entered into by the Corporation and Americas, Environmental Opportunities Fund II, L.P. ("Environmental") and Environmental Opportunities Fund II (Institutional), L.P. ("Institutional") under the loan agreement dated August 7, 2000 (the "Initial Closing Date"; such loan agreement, as so amended, referred to as the "Amended Loan Agreement"), the November Warrants have been consolidated with those warrants (the "August Warrants") originally to acquire 357,143 shares of Common Stock issued by the Corporation on the Initial Closing Date (the August Warrants, together with the November Warrants, referred to as the "Substitute Warrants"). Accordingly, the Substitute Warrants allow Americas to acquire up to an aggregate of 471,429 shares (the "Substitute Warrant Shares") of Common Stock (subject to adjustment, together with the number of Substitute Warrant Shares), at a price per share of $3.50 during the five years after the Initial Closing Date, in accordance with the terms thereof. The Substitute Warrants provide that, prior to nine months from the Initial Closing Date, Americas may not exercise the Substitute Warrants to acquire more than 50% of the maximum number of shares issuable thereunder and that, prior to the first anniversary of the Initial Closing Date, Americas may not exercise the Substitute Warrants to acquire more than 75% of the maximum number of shares issuable thereunder. The Substitute Warrants further provide that, in the event the loan pursuant to the Amended Loan Agreement (the "Loan") is repaid prior to nine months from the Initial Closing Date, the Substitute Warrants may not thereafter be exercised to acquire more than 50% of the maximum number of shares issuable thereunder and, in the event the Loan is repaid prior to the first anniversary of the Initial Closing Date, the Substitute Warrants may not thereafter be exercised to acquire more than 75% of the maximum number of shares issuable thereunder. In addition, the Corporation has agreed that, in the event it does not repay the Loan on or prior to February 7, 2002, the Corporation will issue to Americas additional warrants (the "Additional Warrants") to acquire up to 471,429 shares of Common Stock, at a price per share of $3.50, subject to adjustment (together with such number of shares) as set forth in the Amended Loan Agreement. The issuance of the Additional Warrants remains subject to any shareholder approval required under applicable rules of The Nasdaq Stock Market. Except as stated in response to Item 4 of the Amended Statement on Schedule 13D, as amended herein, none of Americas, Hanseatic, Hansabel nor Traber, nor, to the best of the knowledge of Americas, any of the executive officers or directors listed on Annex 1 to the Amended Statement on Schedule 13D, have any plans or proposals which relate to or would result in any other action specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) As of November 16, 2000, Americas beneficially owned, for purposes of Rule 13d-3 under the Exchange Act, 2,919,056 shares (the "Americas Shares") of Common Stock, constituting, to the best of the knowledge of Americas, 38.1% of the issued and outstanding shares of Common Stock. Such shares represent: (i) 2,108,114 shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock, $1.00 par value ("Series C Preferred Stock"), of the Corporation; (ii) 289,514 shares of Common Stock issuable upon conversion of shares of Series D Preferred Stock, $1.00 par value ("Series D Preferred Stock"), of the Corporation; (iii) 285,714 shares of Common Stock issuable upon exercise of warrants (the "May Warrants") extended by the Corporation on May 2, 2000 and exercisable within 60 days of the date hereof; and (iv) 235,714 shares issuable upon exercise of the Substitute Warrants and exercisable within 60 days of the date hereof. Such shares exclude approximately 4,020,821 shares (the "Agreement Shares") subject to the Shareholders Agreement dated May 2, 2000 (the "Shareholder Agreement") entered into by the Corporation with certain of its shareholders (including Americas), consisting of: (i) 2,054,985 shares beneficially owned by Pierre Mansur (as reported in the Corporation's proxy statement with respect to its annual meeting of shareholders held June 29, 2000); and (ii) an aggregate of 1,965,836 shares beneficially owned by Environmental and Institutional and their affiliates (consisting of an aggregate of 1,154,894 shares issuable upon conversion of Series B Preferred Stock, $1.00 par value, of the Corporation, 289,514 shares issuable upon conversion of Series D Preferred Stock, 285,714 shares issuable upon exercise of warrants extended by the Corporation on May 2, 2000 and exercisable within 60 days of the date hereof, and 235,714 shares issuable upon exercise of Substitute Warrants extended by the Corporation and exercisable within 60 days of the date hereof). Such shares also exclude shares issuable to Americas upon exercise of the Additional Warrants and shares issuable upon exercise of warrants that the Corporation is obligated to extend to Environmental and Institutional in the same circumstances. Hansabel is the managing member of Americas and, accordingly, may be deemed beneficially to own the Americas Shares, constituting, to the best of the knowledge of Hansabel, 38.1% of the issued and outstanding shares of Common Stock. Hanseatic is the managing member of Hansabel and, accordingly, may be deemed beneficially to own the Americas Shares, constituting to the best of the knowledge of Hanseatic, 38.1% of the issued and outstanding shares of Common Stock. Traber, holder in excess of a majority of the shares of capital stock of Hanseatic and, accordingly, may be deemed beneficially to own the Americas Shares, constituting, to the best of the knowledge of Traber, 38.1% of the issued and outstanding shares of Common Stock. (b) Excluding any effect of the relationships set forth under the Shareholders Agreement, all shares of Common Stock beneficially owned by Americas are held by Americas with sole power to vote or to direct the vote thereof, and sole power to dispose or to direct the disposition thereof. Excluding any effect of the relationships set forth under the Shareholders Agreement, all shares of Common Stock beneficially owned by Hansabel are held with shared power to vote or to direct the vote thereof, and with shared power to dispose or to direct the disposition thereof, with Americas. Excluding any effect of the relationships set forth under the Shareholders Agreement, all shares of Common Stock beneficially owned by Hanseatic are held with shared power to vote or to direct the vote thereof, and with shared power to dispose or to direct the disposition thereof, with Americas. Excluding any effect of the relationships set forth under the Shareholders Agreement, all shares of Common Stock beneficially owned by Traber are held with shared power to vote or to direct the vote thereof, and with shared power to dispose or to direct the disposition thereof, with Americas. (c) On November 10, 2000, the Corporation issued the November Warrants to Americas in connection with the privately negotiated Amended Loan Agreement. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer ------------------------------------------------------- In connection with the issuance of the November Warrants, the Corporation extended certain registration rights to Americas, which obligate the Corporation to register with the Securities and Exchange Commission the shares of Common Stock issuable upon exercise of the Substitute Warrants and the Additional Warrants, and to maintain the effectiveness of such registration until two years from the date of exercise of the last Substitute Warrant or Additional Warrant to be exercised. Except as stated in the Amended Statement on Schedule 13D, as amended herein, none of Americas, Hansabel, Hanseatic nor Mr. Traber, nor, to the best of the knowledge of Americas, any of the executive officers or directors listed on Annex 1 to the Amended Statement on Schedule 13D, is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Corporation, including but not limited to, any transfer or voting of any such securities, finder's fees, joint ventures, loans or option arrangements, puts or calls, guarantees or profits, divisions of profit or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits --------------------------------- Exhibit A - Agreement pursuant to Rule 13d-1(k)(1)(iii). Exhibit B - Warrant Certificate dated as of August 7, 2000 issued by the Corporation to Americas. Exhibit C - First Amendment to Loan Agreement dated November 10, 2000 among the Corporation and Americas, Environmental and Institutional. SIGNATURE ----------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. HANSEATIC AMERICAS LDC By: Hansabel Partners LLC By: Hanseatic Corporation Dated: November 16, 2000 By s/Paul A. Biddelman --------------------- HANSABEL PARTNERS LLC By: Hanseatic Corporation Dated: November 16, 2000 By s/Paul A. Biddelman --------------------- HANSEATIC CORPORATION Dated: November 16, 2000 By s/Paul A. Biddelman --------------------- Dated: November 16, 2000 s/Wolfgang Traber ---------------------------- Wolfgang Traber INDEX TO EXHIBITS Exhibit A - Agreement pursuant to Rule 13d-1(k)(1)(iii). Exhibit B - Warrant Certificate dated as of August 7, 2000 issued by the Corporation to Americas. Exhibit C - First Amendment to Loan Agreement dated November 10, 2000 among the Corporation and Americas, Environmental and Institutional. EX-99 2 0002.txt EXHIBIT A Pursuant to Rule 13d-1(k)(1)(iii) promulgated by the Securities and Exchange Commission, the undersigned agree that the statement to which this Exhibit is attached is filed on their behalf in the capacities set out hereinbelow. HANSEATIC AMERICAS LDC By: Hansabel Partners LLC By: Hanseatic Corporation Dated: November 16, 2000 By s/Paul A. Biddelman --------------------- HANSABEL PARTNERS LLC By: Hanseatic Corporation Dated: November 16, 2000 By s/Paul A. Biddelman --------------------- HANSEATIC CORPORATION Dated: November 16, 2000 By s/Paul A. Biddelman --------------------- Dated: November 16, 2000 s/Wolfgang Traber ---------------------------- Wolfgang Traber EX-99 3 0003.txt Exhibit B THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. As of August 7, 2000 SYSTEMONE TECHNOLOGIES INC. (Incorporated under the laws of the State of Florida) Warrant for the Purchase of Shares of Common Stock No. WRT-A1 FOR VALUE RECEIVED, SYSTEMONE TECHNOLOGIES INC., a Florida corporation (the "Company"), hereby certifies that Hanseatic Americas LDC or assigns (the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 471,429 fully paid and non-assessable shares of Common Stock at a price of $3.50 per share (the "Exercise Price"). The term "Common Stock" means the Common Stock, par value $.001 per share, of the Company as constituted on the date of issuance of this Warrant (the "Base Date"). The number of shares of Common Stock to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as "Warrant Stock." The term "Other Securities" means any other equity or debt securities that may be issued by the Company in addition thereto or in substitution for the Warrant Stock in accordance with the terms hereof. The term "Company" means and includes the corporation named above as well as (i) any immediate or more remote successor corporation resulting from the merger or consolidation of such corporation (or any immediate or more remote successor corporation of such corporation) with another corporation, or (ii) any corporation to which such corporation (or any immediate or more remote successor corporation of such corporation) has transferred its property or assets as an entirety or substantially as an entirety. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone. The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held subject to, all of the conditions, limitations and provisions set forth herein. 1. Exercise of Warrant. 1.1 Cash Exercise. This Warrant may be exercised, in whole or in part, at any time, or from time to time during the period commencing on the date hereof and expiring 5:00 p.m. Eastern Time on the fifth anniversary of the Base Date (the "Expiration Date"), by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of the Company) of the Exercise Price for the number of shares specified in such form and instruments of transfer, if appropriate, duly executed by the Holder or his or her duly authorized attorney; provided, however, that, prior to the date which falls nine months after the Base Date, this Warrant may not be exercised with respect to in excess of 50% of the maximum amount of Warrant Stock issuable under this Warrant and, prior to the first anniversary of the Base Date, this Warrant may not be exercised with respect to in excess of 75% of the maximum amount of Warrant Stock issuable under this Warrant; and, provided, further, that, in the event the entire Loan (as hereinafter defined), and all interest thereon, advanced by the original Holder of this Warrant pursuant to the Loan Agreement dated as of the date of this Warrant (the "Loan Agreement") is satisfied on or prior to the date which falls nine months after the Base Date, this Warrant may not thereafter be exercised with respect to in excess of 50% of the maximum amount of Warrant Stock issuable under this Warrant and, in the event that the entire Loan, and all interest thereon, advanced by the original Holder of this Warrant pursuant to the Loan Agreement is satisfied on or prior to the date which falls on the first anniversary of the Base Date, this Warrant may not thereafter be exercised with respect to in excess of 75% of the maximum amount of Warrant Stock issuable under this Warrant. For purposes hereof, the "Loan" shall have the meaning set forth in the Loan Agreement. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. 1.2 Cashless Exercise. This Warrant may be exchanged, in whole or in part (subject to the limitations on exercise hereinabove set forth in Section 1.1) (a "Warrant Exchange"), at any time, or from time to time, during the period commencing on the date hereof and ending on the Expiration Date, into the number of shares of Common Stock determined in accordance with this Section 1.2, by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its stock transfer agent, if any, accompanied by a notice (a "Notice of Exchange") stating that this Warrant is being exchanged and the number of shares of Common Stock to be exchanged. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares of Common Stock (rounded to the nearest whole number) equal to (i) the number of shares specified by the Holder in its Notice of Exchange (the "Total Number") less the number of shares equal to the quotient obtained by dividing (A) the product of the Total Number and the then applicable Exercise Price by (B) the then fair market value (determined in accordance with Section 3 below) per share of Common Stock. If this Warrant should be exchanged in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant, together with a duly executed Notice of Exchange, at its office, or by the stock transfer agent of the Company at its office, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exchange, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exchange of this Warrant. 2. Reservation of Shares. The Company will at all times reserve for issuance and delivery upon exercise of this Warrant all shares of Common Stock or other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exercise of this Warrant. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable and free of all preemptive rights. 3. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but the Company shall pay the Holder an amount equal to the fair market value of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for upon any exercise of this Warrant. For purposes of this Warrant, the fair market value of a share of Common Stock shall be determined as follows: (a) If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ system, the current market value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average of the closing bid and asked prices for such day on such exchange or system; or (b) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current market value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined by the Board of Directors of the Company in good faith. 4. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, subject to the provisions of Section 7 hereof, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. 5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant. 6. Anti-Dilution Provisions. 6.1 Adjustment for Recapitalization. If the Company shall at any time subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased and the Exercise Price shall be proportionately decreased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock or Other Securities subject to this Warrant immediately prior to such combination shall be proportionately decreased and the Exercise Price shall be proportionately increased. Any such adjustments pursuant to this Section 6.1 shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor. 6.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other entity, the securities of which are at the time receivable on the exercise of this Warrant) after the Base Date or in case after such date the Company (or any such other entity) shall consolidate with or merge into another entity or convey all or substantially all of its assets to another entity, then, and in each such case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation. 6.3 No Dilution. (a) From the date of issuance of this Warrant until the later of (1) the first anniversary date of such issuance and (2) the date on which the Company first consummates a sale of shares of its equity securities (within the meaning of Section 3(a)(11) of the Securities Exchange Act of 1934, as amended) or debt securities convertible into equity securities for gross cash proceeds to the Company of more than $2.0 million (such period through such later date, hereinafter referred to as the "Reset Period") other than Excluded Shares (as hereinafter defined), if the Company shall issue or enter into any agreement to issue any shares of Common Stock other than Excluded Shares for consideration per share (the "Issuance Price") less than the Exercise Price per share in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to such issuance shall be reduced (but shall not be increased) to the Issuance Price. For purposes hereof, the term "Excluded Shares" shall mean (1) any shares of Common Stock issued in a transaction described in Sections 6.1 and 6.2 of this Warrant; (2) issuances of shares of Common Stock from time to time pursuant to employment agreements, stock option or bonus plans authorized by the Board of Directors of the Corporation as of the date hereof, (3) issuances of Common Stock, or options to acquire shares of Common Stock, or securities convertible into or exchangeable for Common Stock pursuant to the terms of any acquisition by the Company of all or substantially all of the operating assets, or more than fifty percent (50%) of the voting capital stock or other controlling interest of any business entity in a transaction negotiated on an arms-length basis and expressly approved in advance by the Board of Directors of the Company; (4) issuances of shares of Common Stock from time to time upon the exercise, exchange or conversion of warrants, options, convertible securities, the Company's outstanding 8-1/4% Subordinated Convertible Notes Due 2003 or other securities outstanding as of the date hereof and pursuant to the written terms of such securities as they exist as of the date hereof, and (5) issuances of shares of Common Stock from time to time pursuant to the anti-dilution provisions of other securities of the Company, including shares of the Company's outstanding Series B, Series C and Series D Convertible Preferred Stock. For purposes hereof, "voting capital stock" shall be deemed to be capital stock of any class or classes, however designated having ordinary voting power for the election of members of the board of directors or other governing body and "controlling" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting capital stock, by contract or otherwise. (b) If, at any time from the date of issuance of this Warrant, the Company shall issue or enter into any agreement to issue any shares of Common Stock other than Excluded Shares for consideration per share lower than the market price per share in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to such issuance shall be reduced (but shall not be increased) to the price (calculated to the nearest cent) determined by multiplying the Exercise Price in effect immediately prior to such issuance by the factor determined by dividing (1) an amount equal to the sum of (A) the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance multiplied by the market price per share in effect immediately prior to such issuance and (B) the consideration, if any, received by the Company upon such issuance by (2) the number of shares of Common Stock outstanding on a fully diluted basis immediately after such issuance multiplied by the market price per share in effect immediately prior to such issuance; provided, however, no adjustment shall be made to the Exercise Price if (1) such issuance is in connection with a firm commitment underwritten public offering or (2) the consideration per share is equal to or greater than 85% of the market price per share in effect immediately prior to such issuance. For purposes hereof, the "market price" as of any measurement date shall be the average of the closing prices of the Common Stock for each of the 10 consecutive trading days immediately preceding such measurement date. (c) The Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. (d) For further clarity, any change to the exercise price or other terms of the 8-1/4% Subordinated Convertible Notes Due 2003 shall not count to determining the Reset Period, but shall be taken into account in determining whether any adjustment to the Exercise Price is due under this Section 6.3. (e) The Exercise Price shall be subject to adjustment from time to time as previously provided in this section 6.3. Upon each adjustment of the Exercise Price, the holder of the Warrant evidenced hereby shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest whole share pursuant to Section 3) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product by the Exercise Price resulting from such adjustment. 6.4 Certificate as to Adjustments. In each case of an adjustment in the number of shares of Warrant Stock or Other Securities receivable on the exercise of this Warrant, or the Exercise Price, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate executed by an executive officer of the Company setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Company will forthwith mail a copy of each such certificate to the Holder. 6.5 Notices of Record Date, Etc. In case: (a) the Company shall take a record of the holders of its Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another entity, or any conveyance of all or substantially all of the assets of the Company to another entity; or (c) of any voluntary or involuntary dissolution, liquidation, partial liquidation or winding up of the Company, or (d) any event resulting in the expiration of the Reset Period, then, and in each such case, the Company shall mail or cause to be mailed to each Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the time, if any, to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be mailed at least 20 days prior to the date therein specified. 7. Transfer to Comply with the Securities Act. Notwithstanding any other provision contained herein, this Warrant and any Warrant Stock or Other Securities may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (a) to a person who, in the opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Stock or Other Securities may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto; or (b) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees. 8. Legend. Unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of any of the Warrants and the issuance of any of the shares of Warrant Stock or Other Securities, all certificates representing such securities shall bear on the face thereof substantially the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of, unless registered pursuant to the provisions of that Act or unless an opinion of counsel is obtained stating that such disposition is in compliance with an available exemption from such registration. 9. Notices. All notices required hereunder shall be in writing and shall be deemed given when telegraphed, delivered personally or within two days after mailing when mailed by certified or registered mail, return receipt requested, to the Company at its principal office, or to the Holder at the address set forth on the record books of the Company, or at such other address of which the Company or the Holder has been advised by notice hereunder. 10. Applicable Law. The Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the choice of law rules thereof. IN WITNESS HEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written. SYSTEMONE TECHNOLOGIES INC. By: s/Kenneth C. Leung ---------------------------- Name: Kenneth C. Leung Title: Director WARRANT EXERCISE FORM The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing ____________ shares of Common Stock of SystemOne Technologies Inc., a Florida corporation, and hereby makes payment of $____________ in payment therefor. - --------------------------- Signature - --------------------------- Signature, if jointly held - -------------------------- Date INSTRUCTIONS FOR ISSUANCE OF STOCK (if other than to the registered holder of the within Warrant) Name ------------------------------------------------------ (Please typewrite or print in block letters) Address --------------------------------------------------- - ----------------------------------------------------------- Social Security or Taxpayer Identification Number ---------------------------- ASSIGNMENT FORM FOR VALUE RECEIVED, --------------------------------------- hereby sells, assigns and transfers unto Name ----------------------------------------------------- (Please typewrite or print in block letters) the right to purchase Common Stock of SystemOne Technologies Inc., a Florida corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ___________________________________________ Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. DATED: -------------------- - -------------------------- Signature - -------------------------- Signature, if jointly held - -2- EX-99 4 0004.txt Exhibit C FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT (this "Amendment") is made as of this 10th day of November, 2000, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "Borrower"), Hanseatic Americas LDC ("Hanseatic"), Environmental Opportunities Fund II, LP ("Environmental II") and Environmental Opportunities Fund II (Institutional), LP ("Environmental Institutional", collectively with Environmental II, the "Environmental Funds" and collectively with Hanseatic and Environmental II, the "Lenders"). Recitals WHEREAS, on August 7, 2000 (the "Closing Date"), the Borrower and the Lenders executed that certain Loan Agreement (the "Loan Agreement") and in connection therewith the Borrower issued to the Lenders promissory notes in the aggregate principal amount of $2,500,000 (the "Original Notes") and warrants exercisable for in the aggregate 714,286 shares of the Borrower's common stock, $.001 par value (the "Original Warrants"); WHEREAS, on October 16, 2000, the Borrower executed a promissory note in favor of Hanseatic for the principal sum of $400,000 (the "$400,000 Note"); and WHEREAS, the Borrower and the Lenders desire to cancel the Original Notes, Original Warrants and $400,000 Note and amend the Loan Agreement and Loan Documents (as defined in the Loan Agreement) to increase the aggregate principal amount of the Loan (as defined in the Loan Agreement) to $3,300,000 (such amount to include the original $2,500,000 Loan plus the $400,000 advanced by Hanseatic and an additional $400,000 to be advanced by the Environmental Funds to the Borrower), issue new promissory notes in the aggregate principal amount of $3,300,000 (the "New Notes") and new warrants exercisable for an aggregate of 942,858 shares of the Borrower's common stock (the "New Warrants"), all according to the terms of the Loan Agreement as amended by this Amendment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The second recital of the Loan Agreement is hereby amended by deleting the second recital in its entirety and substituting therefor a new second recital to read as follows: WHEREAS, in order to provide funds for the operation and expansion of the Business, the Borrower has requested that the Lenders loan an aggregate amount of $3,300,000 (hereinafter referred to as the "Loan") to the Borrower; and 2. Article I, Section 1.1 (ix) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (ix) in its entirety and substituting therefor a new Article I, Section 1.1 (ix) to read as follows: (ix) The term "Capital Indebtedness" shall mean indebtedness of the Borrower with respect to money borrowed pursuant to the Loan and Security Agreement dated May 17, 1999 (as amended December 21, 1999 and November 2, 2000, respectively) between the Borrower and Guaranty Business Credit Corporation, as assignee of Capital Business Credit, a division of Capital Factors, Inc. 3. Article I, Section 1.1(xxvii) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1(xxvii) in its entirety and substituting therefor a new Article I, Section 1.1(xxvii) to read as follows: (xxvii) The term "Initial Warrants" shall mean warrants to purchase an aggregate of 942,858 shares of the Common Stock (allocated among the Lenders as set forth on Annex 1). 4. Article I, Section 1.1(xxix) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1(xxix) in its entirety and substituting therefor a new Article I, Section 1.1(xxix) to read as follows: (xxix) The term "Initial Warrant Shares" shall mean the shares of Common Stock issuable upon exercise of the Initial Warrants. 5. Article I, Section 1.1(xxxviii) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1(xxxviii) in its entirety and substituting therefor a new Article I, Section 1.1(xxxviii) to read as follows: (xxxviii) The term "Notes" shall mean those notes, each in the form attached hereto as Exhibit A dated as of the Closing Date, executed by the Borrower, as the maker, and delivered to each Lender, as payee, in the aggregate principal amount of Three Million Three Hundred Thousand Dollars ($3,300,000), which Notes, collectively, evidence the Loan under this Agreement. 6. Article I, Section 1.1(xxxxviii) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1(xxxxviii) in its entirety and substituting therefor a new Article I, Section 1.1(xxxxviii) to read as follows: (xxxxviii) The term "Security Agreement" shall mean that certain Security Agreement in the form attached hereto as Exhibit C, dated the Closing Date, and Amended by that certain First Amendment dated November 10, 2000, whereby the Borrower has pledged, assigned, hypothecated, conveyed, transferred, given and granted to the Lenders, and each of them, a continuing pledge, of and security interest in all of the security described therein. 7. The following new sections are hereby added immediately following Article I, Section 1.1 (lvii): (lviii) The term "Original Notes" shall mean the Borrower's promissory notes in the aggregate principal amount of $2,500,000 issued pursuant to this Agreement to the Lenders, respectively, on the Closing Date. (lviv) The term "Original Warrant Certificates" shall mean the Borrower's warrant certificates issued pursuant to this Agreement to the Lenders, respectively, on the Closing Date and evidencing warrants exercisable for 714,286 shares of Common Stock in the aggregate. (lv) The term "Supplemental Closing Date" shall mean November 10, 2000. 8. Article II, Section 2.2 of the Loan Agreement is hereby amended by deleting Article II, Section 2.2 in its entirety and substituting therefor a new Article II, Section 2.2 to read as follows: Section 2.2 Notes. The obligation of the Borrower to repay all monies advanced by the Lenders, and each of them, to the Borrower in connection with the Loan shall be evidenced by the Notes, each in the form of Exhibit A annexed hereto. On the Supplemental Closing Date, the Borrower shall have duly executed and delivered to each Lender, in substitution for the Original Note held thereby, a Note, which shall (i) be dated as of the Closing Date, (ii) be registered in the name of the Lender to whom issued, (iii) have a principal sum equal to the aggregate amounts advanced by such Lender to the Borrower (the dates of each such advance, and the amount of each, to be appropriately inserted therein), which shall be payable in the amounts and on the dates provided for in Section 2.4 hereof and (iv) bear interest at the rates payable on the dates and in the manner provided for in Section 2.3 hereof. 9. Article II, Section 2.3 of the Loan Agreement is hereby amended by deleting the second sentence thereof in its entirety and substituting therefor a new sentence to read as follows: Each note shall bear an initial interest rate of twelve percent per annum (12%), to be applied to the principal amount of the Note as set forth therein, for the period from and after the Closing Date through the six-month anniversary of the Closing Date, which shall increase to fourteen percent per annum (14%) for the period from and after the sixth month anniversary of the Closing Date through the nine-month anniversary of the Closing Date, and shall thereafter increase by an additional two percent (2%) per annum at the end of each successive 90-day period (commencing on the nine-month anniversary of the Closing Date) until final repayment in full of said Note. 10. Article II, Section 2.10 of the Loan Agreement is hereby amended by: (a) deleting in its entirety the phrase "issued on the Closing Date" contained in the second sentence thereof; and (b) deleting in its entirety the first sentence thereof and substituting therefor a new sentence to read as follows: In connection with the facilities provided hereunder, the Borrower shall, on the Supplemental Closing Date, have issued and delivered to each of the Lenders the number of Initial Warrants set forth opposite the name of such Lender on Annex 1 (hereinafter with respect to all Lenders referred to as the "Initial Warrant Shares"), evidenced by an Initial Warrant Certificate dated the Closing Date, registered in the name of such Lender, executed and delivered to such Lender in substitution for the Original Warrant Certificate held thereby. 11. Article IV, Section 4.4(a) of the Loan Agreement is hereby amended by deleting Article IV, Section 4.4(a) in its entirety and substituting therefor a new Article IV, Section 4.4(a) to read as follows: Section 4.4 Capitalization. (a) The authorized capital stock of the Borrower consists of (i) 25,000,000 shares of Common Stock and (ii) 1,500,000 shares of preferred stock, of which (A) 150,000 shares have been designated Series B Convertible Preferred Stock, (B) 150,000 shares have been designated Series C Convertible Preferred Stock and (C) 150,000 shares have been designated Series D Convertible Preferred Stock. As of the date hereof and at the Supplemental Closing Date, 4,742,923 shares of Common Stock are and will be issued and outstanding, 55,311 shares of Series B Convertible Preferred Stock are and will be issued and outstanding, 73,784 shares of Series C Convertible Preferred Stock are and will be issued and outstanding and 20,265 shares of Series D Convertible Preferred Stock will be issued and outstanding, respectively. All of the outstanding shares of the capital stock of the Borrower are validly issued, fully paid and non- assessable. As of the Supplemental Closing Date, the following additional securities are and will be issued and outstanding: (i) options to purchase an aggregate of 627,335 shares of Common Stock, (ii) warrants to purchase 1,639,286 shares of Common Stock, including the Initial Warrants issued pursuant to the terms of this Agreement and anti-dilution adjustments in the warrants issued in connection with the Series D Preferred Stock arising from consummation of the transactions hereunder and (iii) subordinated debentures convertible into an aggregate of 1,085,094 shares of Common Stock. There are no other scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights exchangeable or convertible into, any shares of capital stock of the Borrower, or contracts, commitments, understandings or arrangements by which the Borrower is or may become bound to issue additional shares of capital stock of the Borrower or options, warrants, scrip, rights to subscribe to, or commitments to purchase or acquire, any shares, or securities or rights convertible into shares, of capital stock of the Borrower (except as contemplated by this Agree- ment). No event has occurred prior to the date hereof which, subsequent to the date hereof, will cause any adjustment in any conversion or exercise price or ratio with respect to any such securities pursuant to any anti-dilution provisions thereunder, nor as a result of any such event, will the number of shares of capital stock issuable upon such conversion or such exercise, as the case may be, be subject to adjustment. No such conversion or exercise price or ratio will be subject to adjustment as a consequence of the consummation of the transactions contemplated by this Agreement, nor, as a consequence of such consummation, will the numbers of shares of capital stock issuable upon such conversion or such exercise, as the case may be, be subject to adjustment, except that as a consequence of consummation of the transaction hereunder the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock, and the warrants issued in connection with the Series D Preferred Stock, will be adjusted as herein set forth. 12. Article IV, Section 4.14 of the Loan Agreement is hereby amended by deleting Article IV, Section 4.14 in its entirety and substituting therefor a new Article IV, Section 4.14 to read as follows: Section 4.14 No Material Adverse Change. Since June 30, 2000, the date through which the most recent quarterly report of the Borrower on Form 10-QSB has been prepared and filed with the Commission, a copy of which is included in the SEC Documents, no event which had or is likely to have a Material Adverse Effect has occurred or exists with respect to the Borrower. 13. Article IV, Section 4.15 of the Loan Agreement is hereby amended by deleting Article IV, Section 4.15 in its entirety and substituting therefor a new Article IV, Section 4.15 to read as follows: Section 4.15 No Undisclosed Liabilities. The Borrower does not have any liabilities or obligations not disclosed in the SEC Documents other than those liabilities incurred in the ordinary course of its business since June 30, 2000 or liabilities or obligations, individually or in the aggregate, which do not or would not have a Material Adverse Effect on the Borrower. 14. Article VIII, Section 8.2 of the Loan Agreement is hereby amended by deleting each reference therein to the "Closing Date" and substituting therefor a reference to the "Supplemental Closing Date". 15. Article IX, Section 9.12 of the Loan Agreement is hereby amended by deleting Article IX, Section 9.12 in its entirety and substituting therefor a new Article IX, Section 9.12 to read as follows: Section 9.12 SUBORDINATION. THE RIGHTS AND REMEDIES OF THE LENDERS HEREUNDER ARE SUBJECT AND SUBORDINATED TO THE TERMS AND PROVISIONS OF THOSE CERTAIN SUBORDINATION AGREEMENTS, EACH DATED AUGUST 7, 2000 ENTERED INTO BY THE LENDERS, RESPECTIVELY, WITH CAPITAL BUSINESS CREDIT, A DIVISION OF CAPITAL FACTORS, INC., AND THOSE CERTAIN REAFFIRMATION OF SUBORDINATION AGREEMENTS, DATED NOVEMBER 2, 2000 AND NOVEMBER 10, 2000, RESPECTIVELY, ENTERED INTO WITH GUARANTY BUSINESS CREDIT AS ASSIGNEE OF SAID SENIOR CREDITOR. 16. Annex 1 to the Loan Agreement is hereby amended by deleting Annex 1 in its entirety and substituting therefor a new Annex 1 to read as follows:
Lender Proportionate Share Proportionate Amount of Loan Allocation of Initial Warrants Hanseatic Americas LDC 450 Park Avenue, Suite 2302 New York, New York 10022 50% $1,650,000 471,429 Environmental Opportunities Fund II, L.P. c/o Sanders Morris Harris 3100 Chase Tower 600 Travis Street, Suite 3100 Houston, Texas 77002 10.7% $353,100 100,886 Environmental Opportunities Fund II (Institutional), L.P. c/o Sanders Morris Harris 3100 Chase Tower 600 Travis Street, Suite 3100 Houston, Texas 77002 39.3% $1,296,900 370,543
17. Exhibit A to the Loan Agreement is hereby deleted in its entirety and Exhibit A annexed hereto is hereby substituted therefor. Schedule 4.12 to the Loan Agreement is hereby supplemented by the Supplement to Schedule 4.12 annexed hereto. 18. Except as specifically amended hereby, the Loan Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 19. Contemporaneously with the execution of this Amendment, Lenders shall deliver the Original Notes, $400,000 Note and Original Warrants to the Borrower. Contemporaneously with the execution of this Amendment, the Borrower shall (i) cancel the Original Notes, $400,000 Note and Original Warrants and (ii) deliver the New Notes and New Warrants to the Lenders, in the form required by the Loan Agreement, as amended hereby and acceptable to the Lenders. 20. Contemporaneously herewith, the parties hereto shall execute and deliver an Amendment to the Security Agreement in the form of Exhibit B annexed hereto. 21. The Borrower hereby certifies to the Lenders that the representations and warranties made in Article IV of the Loan Agreement, as amended hereby, are true and correct in all material respects at and as of the date first-above written with the same effect as though all such representations and warranties were made at and as of such date (except for representations and warranties which are as of a specific date or which relate to a specific period other than or not including the date first-above written, as the case may be, and except for changes therein contemplated or permitted by the Loan Agreement, as amended hereby). 22. The Borrower herewith delivers to each of the Lenders: (a) an opinion of Greenberg Traurig, P.A. counsel to the Borrower, dated as of the date first-above written, in form satisfactory to the Required Lenders (as defined in the Loan Agreement) and their respective counsel, appropriately updating the opinion of said counsel delivered on the Closing Date to the date hereof; (b) a certificate of the Secretary or an Assistant Secretary of the Borrower stating: (i) that attached thereto is a true and complete copy of the text of the corporate resolutions adopted by the Board of Directors of the Borrower authorizing the transactions contemplated by this Amendment and designating the officers who are authorized to execute this Amendment, the New Notes and the New Warrants; (ii) that none of the certificate of incorporation and by-laws of the Borrower has been modified since the Closing Date and all are in full force and effect; (iii) that the individual signing this Amendment is a duly elected officer of the Borrower; and (iv) that set forth thereon is a true specimen of the signature of each officer of the Borrower who is authorized to execute the New Notes and the New Warrants; and containing a certification by another officer of the Borrower as to the incumbency and signature of the Secretary or Assistant Secretary executing such certificate; and (c) such additional financing statements, or amendments thereto, as shall be requested by the Lenders in order to perfect the interests granted under the Security Agreement, as amended hereby. 23. The Borrower shall promptly pay, or reimburse the Lenders, and each of them, on demand for, all out-of-pocket fees and expenses incurred by them, including, without limitation, the reasonable fees and disbursements of counsel to the Lenders, in connection with the negotiation, preparation, execution, and delivery of this Amendment and any other instruments or documents required hereunder. 24. This Amendment shall be deemed a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 25. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SYSTEMONE TECHNOLOGIES INC. By: s/Kenneth Leung ------------------------ LENDERS HANSEATIC AMERICAS LDC By: Hansabel Partners LLC By: Hanseatic Corporation By: s/Paul A. Biddelman ------------------------ Paul A. Biddelman President ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Fund II Mgt. Co., LLC General Partner By: s/Bruce McMaken ------------------------- Bruce McMaken Manager Exhibit A SYSTEMONE TECHNOLOGIES INC. PROMISSORY NOTE $________ As of August 7, 2000 New York, New York SECTION 1. General. SYSTEMONE TECHNOLOGIES INC., a Florida corporation (hereinafter referred to as the "Borrower"), with offices at 8305 N.W. 27th Street, Miami, Florida 33122, for value received, hereby promises to pay to ______, or order, the principal amount of $______, on the Maturity Date (as defined in the Loan Agreement hereinafter described), in such coin or currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private debts and to pay interest on such principal amount at the rates and on the dates described in Section 2.3 of the Loan Agreement hereinafter described; provided, however, that the interest on $_______ of the principal amount shall be calculated and accrue from August 7, 2000 and the interest on the remaining $_______ of the principal amount shall be calculated and accrue from _________ ____, 2000. The Borrower further agrees to pay interest at such rates on any overdue principal and (to the extent permitted by law) on any overdue interest, from the due date thereof until the obligation of the Borrower with respect to the payment thereof shall be discharged; all payments and prepayments of principal of this Note and all payments of the interest on this Note to be made at ______________, or such other location as shall be specified in writing by the holder of this Note to the Borrower. SECTION 2. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state. SECTION 3. Related Agreements. This Note is issued pursuant to, and is one of the Notes referred to in, the Loan Agreement dated as of August 7, 2000, as amended by that First Amendment dated November 10, 2000 (herein referred to as the "Loan Agreement") among the Borrower, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P., and is entitled to the benefits and is subject to the provisions thereof( including, without limitation, those providing for the optional and mandatory prepayment of this Note and the acceleration of the maturity hereof), and to the benefits of the Security Agreement, dated August 7, 2000, as amended by that First Amendment dated November 10, 2000, among the Borrower, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P. Copies of such agreements may be obtained by any holder of this Note at the principal executive offices of the Borrower. SECTION 4. SUBORDINATION. THE RIGHTS AND REMEDIES OF THE HOLDER HEREOF ARE SUBJECT TO AND SUBORDINATED TO THE TERMS AND PROVISIONS OF A SUBORDINATION AGREEMENT, DATED AUGUST 7, 2000, ENTERED INTO WITH CAPITAL BUSINESS CREDIT, A DIVISION OF CAPITAL FACTORS, INC. (HEREINAFTER REFERRED TO AS "CAPITAL"), AND THOSE REAFFIRMATION OF SUBORDINATION AGREEMENTS, DATED OCTOBER 16, 2000 NOVEMBER 2, 2000 AND NOVEMBER 10, 2000,ENTERED INTO WITH GUARANTY BUSINESS CREDIT AS ASSIGNEE OF CAPITAL. IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first-above written. ATTEST: - ------------------------- SYSTEMONE TECHNOLOGIES INC. By -------------------------- Exhibit B FIRST AMENDMENT TO SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this "Amendment") is made as of this 10th day of November, 2000, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "Company"), Hanseatic Americas LDC, Environmental Opportunities Fund II, LP and Environmental Opportunities Fund II (Institutional), LP (collectively, the "Lenders"). Recitals WHEREAS, on August 7, 2000, the Company and the Lenders executed that certain Loan Agreement (the "Loan Agreement") and in connection therewith the parties also executed that certain Security Agreement of even date (the "Security Agreement"); WHEREAS, the Company and the Lenders are contemporaneously herewith amending the Loan Agreement to increase the aggregate principal amount of the Loan (as defined in the Loan Agreement) to $3,300,000 and now desire to amend the Security Agreement according to the terms of this Amendment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The first recital of the Security Agreement is hereby amended by deleting the first recital in its entirety and substituting therefor a new first recital to read as follows: WHEREAS, under the terms and conditions of a Loan Agreement dated as of August 7, 2000 and as amended on November 10, 2000 (hereinafter referred to as the "Loan Agreement"), among the Borrower and the Lenders, the Lenders have agreed to advance to the Borrower the aggregate principal amount of $3,300,000 (hereinafter referred to as the "Loan"), which Loan is to be evidenced by certain Notes dated as of the date hereof (hereinafter referred to, collectively, as the "Notes"), with payment of the Notes and any other obligations of the Borrower to the Lender to be secured as provided for in the Loan Agreement; 2. Section 2 of the Security Agreement is hereby amended by deleting Section 2 in its entirety and substituting therefor a new Section 2 to read as follows: 2. Creation of Security Interest. As an inducement to the Lenders, and each of them, to enter into the Loan Agreement, to make the Loan, and to secure prompt payment, performance and discharge in full of all the Borrower's obligations (hereinafter referred to as the "Obligations") on the part of the Borrower to be performed under the Loan Agreement and the Notes, the Borrower hereby unconditionally and irrevocably grants to the Lenders, and each of them, a continuing security interest, a lien upon and a right of set-off against all of the Collateral, which shall be senior and first-in- right with respect to all other security interests and liens other than the interest of Guaranty Business Credit Corporation, as assignee of Capital Business Credit, a division of Capital Factors, Inc. (hereinafter referred to as "Capital") pursuant to that certain Loan and Security Agreement dated May 17, 1999, as amended December 21, 1999 and November 2, 2000 (hereinafter referred to as the "Senior Credit Agreement"), between the Borrower and Capital and other Permitted Encumbrances (as defined in the Loan Agreement). Upon the payment, performance and discharge in full of all Obligations, the security interest granted herein shall expire. 3. Section 20 of the Security Agreement is hereby amended by deleting Section 20 in its entirety and substituting a new Section 20 to read as follows: 20. SUBORDINATION. THE RIGHTS AND REMEDIES OF THE LENDERS HEREUNDER ARE SUBJECT TO AND SUBORDINATED TO THE TERMS AND PROVISIONS OF THOSE CERTAIN SUBORDINATION AGREEMENTS, EACH DATED AUGUST 7, 2000 ENTERED INTO BY THE LENDERS, RESPECTIVELY, WITH CAPITAL BUSINESS CREDIT, A DIVISION OF CAPITAL FACTORS, INC., AND THOSE CERTAIN REAFFIRMATION OF SUBORDINATION AGREEMENTS, DATED NOVEMBER 2, 2000 AND NOVEMBER 10, 2000, RESPECTIVELY, ENTERED INTO WITH GUARANTY BUSINESS CREDIT AS ASSIGNEE OF SAID SENIOR CREDITOR. 4. The Borrower hereby certifies to the Lenders that the representations and warranties made in paragraph 4 of the Security Agreement are true and correct in all material respects at and as of the date first-above written with the same effect as though all such representations and warranties were made at and as of the date first-above written (except for representations and warranties which are as of a specific date or which relate to a specific period other than or not including the date first- above written, as the case may be, and except for changes therein contemplated or permitted by the Security Agreement, as amended hereby). 5. Except as specifically amended hereby, the Security Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 6. This Amendment shall be deemed a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 7. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SYSTEMONE TECHNOLOGIES INC. By: ------------------------ LENDERS HANSEATIC AMERICAS LDC By: Hansabel Partners LLC By: Hanseatic Corporation By: ------------------------ Paul A. Biddelman President ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Fund II Mgt. Co., LLC General Partner By: --------------------- Bruce McMaken Manager 7 -----END PRIVACY-ENHANCED MESSAGE-----