-----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, CSn1DcRlOTSOZ93mUvIKSA952QnkcGU9uONRqrgDojo0hJkPlkTW7Yf0B1AiQU5B Xx8eWvmfuVTCIZpKd/r7Gw== 0001116502-02-000447.txt : 20020416 0001116502-02-000447.hdr.sgml : 20020416 ACCESSION NUMBER: 0001116502-02-000447 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020222 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METHOD PRODUCTS CORP /DE CENTRAL INDEX KEY: 0001066928 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 113456837 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31485 FILM NUMBER: 02606600 BUSINESS ADDRESS: STREET 1: 2101 NW 33RD ST STREET 2: STE 600A CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 9549681913 MAIL ADDRESS: STREET 1: 2101 NW 33RD ST STREET 2: STE 600A CITY: POMPANO BEACH STATE: FL ZIP: 33069 FORMER COMPANY: FORMER CONFORMED NAME: ARIELLE CORP DATE OF NAME CHANGE: 19980724 8-K 1 method-8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 22, 2002 Date of earliest event reported METHOD PRODUCTS CORP. (Exact name of registrant as specified in its charter) Florida 000-31485 11-3456837 ------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2101 NW 33rd Street, Suite 600A, Pompano Beach, FL 33069 -------------------------------------------------------- (Address of principal executive offices, including zip code) (954) 970-4900 Registrant's telephone number, including area code 3710 Park Central Boulevard North, Pompano Beach, Florida 33069 --------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1. Change in Control of Registrant. ------------------------------- Not Applicable Item 2. Acquisition or Disposition of Assets. ------------------------------------ Not Applicable Item 3. Bankruptcy or Receivership. -------------------------- Not Applicable Item 4. Changes in Registrant's Certifying Accountant. --------------------------------------------- Not Applicable Item 5. Other Events and Regulation FD Disclosure. ----------------------------------------- Ms. Kathryne Braithwaite resigned as a director of the Registrant and all of the Registrant's subsidiaries on February 22, 2002. On February 15, 2002, Mr. Richard Fieni resigned as an officer, director and employee of the Registrant and all its subsidiaries pursuant to the terms of a settlement agreement by and between the Registrant and Mr. Fieni dated such date. Such agreement generally provides for the Registrant to pay to Mr. Fieni $5,000 upon his resignation and execution of the settlement agreement and the sum of $5,000 per month payable over the following four months. Such agreement also provides for the cancellation of all stock options previously granted to Mr. Fieni, the release of Mr. Fieni of all non-compete provisions to which he was subject, and for mutual releases. A copy of such agreement is attached hereto as Exhibit 10.19. On March 1, 2002, Mr. Milton H. Barbarosh resigned as the Registrant's Interim Chief Financial Officer. On March 26, 2002, Mr. Michael Beaubien resigned as an officer, director and employee of the Registrant and all its subsidiaries pursuant to the terms of a settlement agreement by and between the Registrant and Mr. Beaubien dated such date. Such agreement generally provides for the termination of Mr. Beaubien's employment agreement with the Registrant, for the Registrant to pay to Mr. Beaubien his salary through March 26, 2002, $5,000 upon his resignation and execution of the settlement agreement and $5,000 per month payable over the following four months. Such agreement further provides for the Registrant to indemnify and hold Mr. Beaubien harmless in connection with any personal guarantees provided by Mr. Beaubien in favor of the Registrant or any subsidiary, to release Mr. Beaubien from all non-compete provisions to which he was subject, and for mutual releases, applicable as to the Registrant upon payment by the Registrant to Mr. Beaubien of all monies due him under the terms of such settlement agreement. A copy of such agreement is attached hereto as Exhibit 10.20. 2 On March 1 2002, the Registrant and its wholly-owned subsidiary, Ameritrend Corporation ("Ameritrend"), were served with a summons and complaint by Danka Holding Company ("Danka") and Danka Office Imaging Company (Case No. 02-00419014, 17th Judicial Circuit, Broward County, Florida). Such complaint generally alleges failure on the part of the Registrant to pay monies purportedly due and owing to Danka by the Registrant pursuant to the terms of a promissory note executed by the Registrant in favor of Danka in connection with a stock purchase agreement dated as of August 31, 2001, by and between Ameritrend, Danka and the Registrant, breach of the stock purchase agreement, among other related allegations. The Registrant believes that it has valid defenses and counterclaims and plans to vigorously defend such action, including the assertion of counterclaims. The Registrant recently decided to substantially downsize its operations due to the continued weak capital spending environment which has adversely impacted and continues to adversely impact sales and cash flow of manufacturers and providers, such as the Registrant, of telecommunications equipment, notwithstanding certain prior indications of some improvement in the capital spending environment, and the Registrant's inability to obtain additional equity capital from certain current shareholders from whom it believed such funding would be made available. The Registrant previously stated in its Form 10-KSB for the fiscal year ended June 30, 2001, filed with the Securities Exchange Commission on December 31, 2001, its then belief that its current sources of credit, which only included standard terms provided by vendors and liquidity, both from cash flow from current operations and from informal commitments for additional capital from certain shareholders, would provide sufficient liquidity to meet cash requirements to sustain existing operations for approximately the next six to nine months. As a result of not receiving additional equity capital from such shareholders, and otherwise not securing adequate additional equity and/or debt financing from other sources despite efforts to do so, and the continued weak capital spending environment discussed above, the Registrant had no alternative but to terminate approximately 42 employees from its staff, including its telephony sales and marketing staff as well as other personnel, and scale back its operations. The Registrant currently plans to focus its efforts on its data and facsimile sales and service operations. Item 6. Resignation of Registrant's Directors. ------------------------------------- Not Applicable Item 7. Financial Statement and Exhibits. -------------------------------- (a) Financial Statement - Not Applicable (b) Pro-forma Financial Information - Not Applicable (c) Exhibits Exhibit 10.19 Settlement Agreement by and between the Registrant and Richard Fieni dated February 15, 2002 3 Exhibit 10.20 Settlement Agreement by and between the Registrant and Michael Beaubien dated March 26, 2002 Item 8. Change in Fiscal Year. --------------------- Not Applicable Item 9. Regulation FD Disclosure --------------------- Not Applicable 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METHOD PRODUCTS CORP. By: /s/Mark Antonucci ----------------------------------------------- Mark Antonucci, Chief Executive Officer Dated: April 4, 2002 5 EX-10.19 3 feini-setlmnt.txt SETTLEMENT AGREEMENT-FIENI SETTLEMENT AGREEMENT -------------------- THIS AGREEMENT is entered into as of the 15th day of February 2002, by and between Method Products Corp., a Florida Corporation with a principal place of business in Pompano Beach, Florida ("MPC"); and RICHARD FIENI, an individual of Boca Raton, Florida ("FIENI"). WHERAS, FIENI and MPC entered into an employment agreement as of July 1st, 2001; and WHEREAS, the parties now wish to terminate the employment agreement and resolve all issues that may arise between the parties by virtue of the agreement and the performance of their respective obligations thereunder. NOW THEREFORE, in consideration of the provisions of this Agreement, the receipt and sufficiency of which are hereby acknowledged, MPC and FIENI agree as follows: 1. Upon the execution of this Agreement by both FIENI and MPC, FIENI shall and does hereby resign as an officer, director and employee of MPC and all its subsidiaries thereof, and shall and hereby does otherwise resign all employment positions with MPC and all subsidiaries thereof, and relinquish to MPC all options in MPC stock (which shall be canceled). FIENI shall in connection therewith, contemporaneously return any and all property owned by MPC and/or its subsidiaries as an officer, director and/or employee including without limitation in executing all currently outstanding written consents of directors and/or committee members of MPC and its subsidiaries. 2. Simultaneously with the resignation referred to above, MPC shall and hereby does transfer and convey unto FIENI all right and interest MPC may have to fulfill those contracts scheduled on Exhibit 1 annexed hereto and incorporated herein by reference. 3. Simultaneously with the resignation referred to in paragraph 1 above, MPC agrees to pay FIENI Twenty-five thousand ($25,000) Dollars, which shall be paid (provided FIENI has complied with his obligations set forth in paragraph 1) as follows: Five thousand ($5,000) Dollars shall be paid upon the execution of this agreement; and four (4) additional Five Thousand ($5,000) Dollar payments shall be paid to Fieni on or before March, 12, 2002, April 12, 2002, May 12, 2002, and June 12, 2002, respectively. Time is of the essence, and any late payment shall bear an interest rate of ten (10%) percent per annum until paid. 4. MPC shall also pay FIENI his salary through the date of the execution of this Agreement, which amount shall be paid at the time such payment would be made in the ordinary course of business. 5. The aforesaid amounts shall constitute payment in full for all past due accrued salary and benefits and otherwise constitute a complete severance payment from MPC. 6. Upon the execution of this Agreement, MPC hereb releases FIENI from all non-competition covenants contained in the July 1st, 2001 employment agreement. 7. Upon execution of this Agreement, except to the obligations contained herein including those set forth in paragraph 1 above, MPC shall hereby does release FIENI from any and all obligations it may have against him with respect to any matter from the beginning of time to the date hereof. 8. Upon the payment of all amounts due hereunder, except to the obligations contained herein and provided FIENI does not have to disgorge any such payments, FIENI shall and hereby does release MPC and all subsidiaries thereof from any and all obligations he may have against it/them with respect to any matter from the beginning to the date hereof. 9. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action and/or proceeding relating to or arising out of this Agreement shall be brought in federal or state courts located in Broward County, Florida, and the prevailing party in any such proceeding shall be enabled to recover its reasonable attorney's fees. 10. In case one or more provisions contained in thi Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in turn be affected or impaired thereby. 11. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 12. No provisions of this Agreement may be amended, modified, supplemented, changed, waived, discharged or terminated unless each party hereto consents in writing. 13. This Agreement contains the entire agreement between the parties, and all discussions, negotiations and the like occurring before the execution of this Agreement shall be merged into this document. 14. Any number of counterparts of this Settlement Agreement may be executed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. The parties agree that facsimile signatures of the parties shall be acceptable and deemed as if they were original signatures tot his Agreement. 15. The parties hereby expressly warrant that the person or persons executing this Settlement Agreement on behalf of such parties is/are duly authorized to enter into and bind said corporation tot his settlement. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first set forth above. WITNESS: /S/ Richard E. Fieni - -------------------------- ----------------------- Richard E. Fieni Method Products Corp. /S/ Mark Antonucci ----------------------- Mark Antonucci Chief Executive Officer EX-10.20 4 beaubien-setlmnt1.txt SETTLEMENT AGREEMENT-BEAUBIEN SETTLEMENT AGREEMENT THIS AGREEMENT is entered into as of the 26th day of March 2002, by and between Method Products Corp., a Florida Corporation with a principal place of business in Pompano Beach, Florida ("MPC"); and Michael Beaubien, an individual of Boca Raton, Florida ("Mike"). WHEREAS, Mike and MPC entered into an employment agreement as of July 1st, 2001; and WHEREAS, the parties now wish to terminate the employment agreement and resolve all issues that may arise between the parties by virtue of the agreement and the performance of their respective obligations thereunder. NOW THEREFORE, in consideration Ten ($10.00) Dollars and other valuable consideration, including but not limited to the provisions of this Agreement, the receipt and sufficiency of which are hereby acknowledged, MPC and MIKE agree as follows: 1. Upon the execution of this Agreement by both Mike and MPC, Mike shall and does hereby resign as an officer, director and employee of MPC and all its subsidiaries thereof, and shall and hereby does otherwise resign all employment positions with MPC and all subsidiaries thereof. Mike shall contemporaneously herewith, return any and all property owned by MPC and/or its subsidiaries, except the items listed on Exhibit A, which shall constitute the exclusive personal property of Mike. MPC acknowledges receipt of all personal property Mike is obligated to return pursuant to this Agreement owned by MPC and/or its subsidiaries as an officer, director and/or employee. 2. Simultaneously with the resignation referred to above, MPC shall indemnify and hold Mike harmless for debts personally guaranteed by Mike for MPC or subsidiary which include but are not limited to: (See Exhibit "B") identified as American Express, Ford, Heller and Coastal (details of said debt are listed hereto as on Exhibit B) This guarantee is for MPC to settle, negotiate and pay these debts thereby leaving no responsibility to Mike. MPC shall be responsible for all Mike's reasonable legal fees, expenses and damages arising out of all personal guarantees he executed on behalf of MPC or any subsidiary. 3. Simultaneously with the resignation referred to in paragraph 1 above, MPC agrees to pay Mike Twenty-Five Thousand ($25,000) Dollars, which shall be paid as follows: Five Thousand ($5,000) dollars upon execution of this Agreement and then Five Thousand ($5,000) dollars per month for the next four months, the payment dates of which will be the same as the date this document was executed. Time is of the essence, and any late payment shall bear an interest rate of ten (10%) percent per annum until paid. 4. MPC shall also pay Mike his salary through March 26th, 2002, which amount shall be paid at the time such payment would be made in the ordinary course of business. 5. The aforesaid amounts, when paid in full, shall constitute payment in full for all past due accrued salary and benefits and otherwise constitute a complete severance payment from MPC. 6. Upon the execution of this Agreement, MPC hereby releases Mike from all non-competition covenants contained in the July 1st, 2001 employment agreement and/or any other non-competition documents there may be between MPC and Mike. 7. Upon execution of this Agreement, except to the obligations contained herein including those set forth in paragraph 1 above, MPC hereby releases Mike from any and all obligations it may have against him with respect to any matter from the beginning of time to the date hereof. 8. Upon the payment in full of all amounts due hereunder, Mike shall release MPC and all subsidiaries thereof from any and all obligations he may have against it/them with respect to any matter from the beginning to the date hereof. In the event of default of the Company Mike shall be entitled to a judgment against the Company for any and all amounts owed pursuant to the aforementioned Employment contract, with a credit given to the Company on all amounts paid to Mike by the Company hereunder. Nothing contained herein shall limit Companies obligation to Mike Pursuant to section 2 above. 9. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action and/or proceeding relating to or arising out of this Agreement shall be brought in federal or state courts located in Broward County, Florida, and the prevailing party in any such proceeding shall be entitle to recover its reasonable attorney's fees. 10. In case one or more provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in turn be affected or impaired thereby. 11. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 12. No provisions of this Agreement may be amended, modified, supplemented, changed, waived, discharged or terminated unless each party hereto consents in writing. 13. This Agreement contains the entire agreement between the parties, and all discussions, negotiations and the like occurring before the execution of this Agreement shall be merged into this document. 14. Any number of counterparts of this Settlement Agreement may be executed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. The parties agree that facsimile signatures of the parties shall be acceptable and deemed as if they were original signatures tot his Agreement. 15. The parties hereby expressly warrant that the person or persons executing this Settlement Agreement on behalf of such parties is/are duly authorized to enter into and bind said corporation tot his settlement. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first set forth above. WITNESS: /S/ Michael Beaubien - --------------------------- ---------------------------------- Michael Beaubien Method Products Corp. /S/ Mark V. Antonucci ---------------------------------- Mark V. Antonucci, President / CEO -----END PRIVACY-ENHANCED MESSAGE-----