-----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, A1cRQxsATBLCF6oCsMFuOSEwGl0RzzKacPKlOazIV2Tv/ErDo30A/AxjLhIPXyO9 nJyN+TW4La/8fLHgk3yR8w== 0000950147-98-001057.txt : 19981228 0000950147-98-001057.hdr.sgml : 19981228 ACCESSION NUMBER: 0000950147-98-001057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981223 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES AIRCRAFT CORP CENTRAL INDEX KEY: 0000350129 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 953518487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-09974 FILM NUMBER: 98774716 BUSINESS ADDRESS: STREET 1: 3121 E. GREENWAY RD STE201 CITY: PHOENIX STATE: AZ ZIP: 85032 BUSINESS PHONE: 6027871351 MAIL ADDRESS: STREET 1: 3121 E. GREENWAY RD #201 STREET 2: STE B-6 CITY: PHOENIX STATE: AZ ZIP: 85032 8-K 1 CURRENT REPORT DATED 12/23/98 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20594 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 December 23, 1998 ------------------------------------------------ Date of Report (Date of earliest event reported) United States Aircraft Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 0-9974 95-3518487 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 3121 E. Greenway Rd. #201, Phoenix, AZ 85032 - ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) (602) 765-0500 ------------------------------------------------- Registrant's telephone number, including area code -------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT On December 18, 1998, the Company engaged Semple & Cooper, LLP Certified Public Accountant to examine their financial statements for the year ended September 30, 1998. There were no disagreements with the former accountant on any matter of accounting principles, financial statement disclosure or auditing scope or procedure. The change of accountants was approved by the Board of Directors. ITEM 5. OTHER EVENTS On November 9, 1998, Mr. Anthony Christopher resigned as Chairman and a Director of the Board of Directors of United States Aircraft Corporation and its wholly-owned subsidiary Neo Vision, Inc. The Company and Mr. Christopher have been negotiating an agreement since his resignation, and on December 17, 1998 a Separation of Employment, Consulting, Settlement, Release and Share Waiver Agreement was executed. The resignation of Mr. Christopher and subsequent negotiations caused a delay in the special shareholders meeting where the stockholders will be asked to approve the amendment and restatement of the Company's certificate of incorporation in order to complete the transactions under the June 30, 1998 Exchange Agreement ("Exchange") between the Company and Neo Vision, Inc. The revision to the proxy statement for the special shareholders meeting reflecting the resignation of Mr. Christopher, among other changes, is expected to be filed with Securities and Exchanges Commission in December 1998 and the stockholders meeting is planned for early 1999. The Company continues to operate its wholly-owned subsidiary Neo Vision, Inc and expects to complete the Exchange and the proposed amendment and restatement of the Company's Certificate of Incorporation, authorizing (i) the reclassification of the Company's Class A Common Stock and Class B Common Stock into a single new class of Common Stock ("New Common Stock") pursuant to the following ratios: shares of Class A Common Stock will be reclassified into shares of New Common Stock on the basis of 10 shares of Class A Common Stock into one share of New Common Stock and 13 shares of Class B Common Stock into one share of New Common Stock; (ii) the issuance of up to 100,000,000 share of New Common Stock: (iii) the issuance of up to 75,000,000 shares of preferred stock; (iv) the change of the name of the Company from United States Aircraft Corporation to Neo Vision Systems, Inc.; and (v) make certain technical amendments to the Company's Certificate of Incorporation, all at its planned special stockholders meeting. The agreement between the Company and Mr. Christopher provides for (1) the payment of the accrued compensation to the date of the resignation by Mr. Christopher in monthly installments commencing on February 1, 1999; (2) the return of corporate property; (3) the waiver of 600,000 shares of the New Common Stock to which Christopher is entitled under the Exchange Agreement with the shares being allocated to the Neo Vision, Inc. debentures holders and financial consultant; (4) certain protections for the Company's trade secrets, and; (5) an agreement by Mr. Christopher to provide consulting services at his discretion. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS EXHIBITS 16.1 Letter regarding change in certifying accountant 16.2 Separation of Employment, Consulting, Settlement, Release and Share Waiver Agreement. SIGNATURES 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. United States Aircraft Corporation (Registrant) Date December 23, 1998 By: /s/ Harry V. Eastlick ------------------- -------------------------------------- Harry V. Eastlick, Executive Vice President and Chief Financial Officer EX-16.1 2 LETTER FROM ROBERT MARTIN, CPA Robert Martin Certified Public Accountant 625 W. Southern Ave., Suite A Mesa, Arizona 85210 Exhibit 16.1 December 22, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: United States Aircraft Corporation Ladies and Gentlemen: I have been furnished with a copy of the response to Item 4 of the Form 8-K for the event that occurred on December 18, 1998, to be filed by my former client, United States Aircraft Corporation. I agree with the statements made in response to that Item insofar as they relate to my Firm. Yours very truly. /s/ Robert Martin - ----------------------- Robert Martin, CPA EX-16.2 3 SEPARATION AGREEMENT SEPARATION OF EMPLOYMENT, CONSULTING, SETTLEMENT, RELEASE, AND SHARE WAIVER AGREEMENT THIS AGREEMENT ("Agreement"), is made and entered into this 17th day of December, 1998, at Phoenix, Arizona, by and among the following persons and entities: 1. Anthony Christopher ("Christopher") 2. United States Aircraft Corporation, a Delaware corporation ("U.S. Aircraft"); and 3. Neo Vision, Inc., an Arizona corporation ("Neo Vision"). RECITALS A. WHEREAS, Christopher previously was employed by U.S. Aircraft pursuant to an Employment Agreement dated June 30, 1998 (the "Employment Agreement"), and resigned from such employment on November 9, 1998, including having resigned as a director and officer of U.S. Aircraft and Neo Vision on November 9, 1998; and B. WHEREAS, as a result of the foregoing, and the desire of the parties to develop a mutually beneficial business relationship, the parties desire to settle any issues arising and/or relating in any way to the departure of Christopher, and to provide a mutually satisfactory agreement to permit each to pursue independent business ventures; NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants hereinafter expressed, the parties do hereby agree as follows: 1 AGREEMENT 1. CHRISTOPHER PAYMENTS. U.S. Aircraft will pay to Christopher his accrued compensation through November 9, 1998, in the amount of Forty-One Thousand Two Hundered Fifty Dollars ($41,250), following the approval by the stockholders of U.S. Aircraft ("Stockholder Approval") of the amendment and restatement of U.S. Aircraft's certificate of incorporation (the "Proposal") described in the proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC"), payable as follows: Two Thousand Dollars ($2,000) per month commencing February 1, 1999, and then Five Thousand Dollars ($5,000) per month commencing May 1, 1999 until the entire Forty-One Thousand Two Hundred Fifty Dollars ($41,250) is paid in full. If the stockholders of U.S. Aircraft do not approve the Proposal, then no sums shall be owed to Christopher. Notwithstanding the foregoing, if Neo Vision shall obtain a cumulative total of Two Hundred Fifty Thousand Dollars ($250,000) in financing prior to any such stockholder vote on the Proposal, then Christopher shall be entitled to receive Twenty Thousand Six Hundred Twenty-Five Dollars ($20,625) within ten (10) days of Neo Vision obtaining such financing, and the remaining Twenty Thousand Six Hundred Twenty-Five Dollars ($20,625) within ninety (90) days of Neo Vision obtaining such financing, even if the stockholders do not approve the Proposal, but in no event later than one hundred eighty (180) days after the date of this Agreement, if such financing has been obtained by such date. If U.S. Aircraft shall fail to pay such accrued compensation within the above-described periods, the treble damages penalty of A.R.S. ss. 23-355 will be applied. U.S. Aircraft expressly waives Christopher's failure to comply with the notification provisions of the Employment Agreement. 2. RETURN OF PROPERTY. Christopher agrees to use his best efforts to return all corporate property, books, and records of U.S. Aircraft and Neo Vision, to U.S. Aircraft and Neo Vision, respectively, including without limitation, all files, minute books, address books, and rolodexes, and the names, addresses, and telephone numbers of all product, sale, financing, and broker contacts. 2 3. SHARES FOR DEBENTURE HOLDERS. Christopher, Neo Vision, and U.S. Aircraft hereby agree that Six Hundred Thousand (600,000) shares of the New Common Stock to which Christopher is entitled under the Exchange Agreement dated as of June 30, 1998 (the "Exchange Agreement"), shall be issued to the debenture holders of Neo Vision as of the date of this Agreement and Michael Konecny or his assigns, with Four Hundred Thousand (400,000) shares issued to the Debenture holders on a pro rata basis, and Two Hundred Thousand (200,000) shares to Michael Konecny or his assigns, but only in the event of Stockholder Approval. The parties intend that Christopher's waiver of his right to these shares under the Exchange Agreement and issuance of such shares to the Neo Vision debenture holders (collectively, the "Debenture Transactions") will not result in any taxable income to Christopher. In the event that the Internal Revenue Service ("IRS") contends that the Debenture Transactions do result in the recognition of taxable income to Christopher, Christopher shall notify Neo Vision of the same and provide Neo Vision with the opportunity, and the reasonable cooperation, to defend such IRS action. In the event of an unappealable decision that the Debenture Transactions are taxable to Christopher or Neo Vision's decision to no longer defend such IRS action, Neo Vision shall issue to Christopher the number of shares of New Common Stock that have a then fair market value equal to Christopher's tax liability with respect to the Debenture Transactions and any tax attributable to the receipt of such shares. 4. RIGHTS OF CHRISTOPHER. U.S. Aircraft and Neo Vision acknowledge the right of Christopher to compete with either company, except as set forth in this Agreement. 5. GRANT OF EXCLUSIVE RIGHTS TO NEO VISION AND U.S. AIRCRAFT. For a period commencing on the date of this Agreement and ending two (2) years after the date of this Agreement, U.S. Aircraft and Neo Vision shall have the exclusive rights to engage in the electronic and computer-based video screen wall or related electronic business (the "Video Wall Business") in any mall or airport location or site in the United States of America (the "Mall/Airport Market"). In the event that Neo Vision and/or U.S. Aircraft do not have a total of twelve (12) operating video walls at the end of one (1) year after the date of this Agreement, then the exclusive period in this Paragraph 5 shall terminate. 3 Following the end of such two (2) or one (1) year period, as applicable, Christopher shall have the right to compete with U.S. Aircraft and Neo Vision in the Mall/Airport Market. 6. TRADE SECRETS. Christopher recognizes that certain applications, technologies, and systems developed by Neo Vision may constitute trade secrets of Neo Vision. Christopher agrees that he will not use such applications, technologies or systems in any new venture, but reserves the right to use any application, technology, or system which is independently available from public or private sources. Similarly, Neo Vision. and U.S. Aircraft acknowledge Christopher's right, except as restricted by paragraph 5 hereof, to use applications, technologies, and systems which are not the trade secrets of Neo Vision. 7. CONSULTING. Christopher agrees to consult with U.S. Aircraft and Neo Vision on an informal basis with respect to the Video Wall Business from time to time at his sole discretion. 8. EFFECT OF STOCKHOLDER NON-APPROVAL. If the stockholders do not approve the Proposal, then Paragraphs 3 and 5 shall be null and void and without any legal effect. 9. PROPOSAL; COOPERATION. Christopher hereby agrees to vote in favor of the Proposal. The parties agree to cooperate in good faith with each other in carrying out the terms and conditions of this Agreement. 10. MUTUAL RELEASE. In consideration of the consideration and agreements called for herein, each party hereby completely releases and forever discharges each and every other party, and their past and present officers, directors, stockholders, agents, servants, representatives, employees, subsidiaries, affiliates, partners, predecessors, and successors in interest, and assigns and all other persons, firms, or corporations with whom any of the foregoing have been or are now affiliated, of, for, from, and against any and all past or present claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of services, expenses, and compensation of any nature whatsoever, known or unknown, express or implied, whether based on tort, contract, or other theory of recovery, which the parties may have had in the past against each other. 4 11. MISCELLANEOUS. In entering into this Settlement Agreement, the parties represent and warrant: a. REPRESENTATION BY COUNSEL. They have relied on the legal advice of their attorneys, who are attorneys of their own choice, and that the terms of this Agreement have been completely read and explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them. b. ENTIRE AGREEMENT, MODIFICATION. This instrument contains the entire agreement among the parties hereto with respect to the settlement and other matters contemplated hereby and shall not be changed or terminated except by written amendment signed by the parties hereto. c. VENUE; CHOICE OF LAWS. The parties waive any objection to venue and hereby agree that any action to enforce this Agreement shall be brought in the Superior Court of Arizona, Maricopa County which shall have exclusive jurisdiction to enforce this Agreement. The laws of the State of Arizona shall govern the validity, performance, and enforcement of this Agreement. d. INVALIDITY. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there 5 shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable. e. HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. f. COUNTERPARTS. This Agreement may be executed in any number of counterparts by the parties, which counterparts together shall constitute one and the same agreement, and it shall not be necessary for the parties to execute the same counterpart hereto. g. INDULGENCES; NOT WAIVERS. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereto, nor shall any single or partial exercise of any right, remedy, power or privilege exclude any other or further exercise of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence by construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. h. COSTS AND EXPENSES. Each party shall bear its own costs and expenses (including the fees and reimbursements of counsel) received in connection with the negotiations and preparation of this Agreement. i. NOTICES. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have 6 been duly given, made and received when delivered against receipt or when deposited in the United States mails, certified mail, return receipt requested, postage prepaid, addressed as set forth below: If to U.S. Aircraft or Neo Vision: 3625 N. 16th Street Suite 110 Phoenix, Arizona 85016 Attention: Albert C. Lundstrom With a copy given in the manner prescribed above, to: O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A. One East Camelback Road, Suite 1100 Phoenix, Arizona 85012-1656 Attention: Richard M. Weinroth, Esq. 7 If to Christopher: Tony Christopher 6632 E. Moreland Scottsdale, Arizona 85257 with a copy given in the manner prescribed above, to: Westover & Westover 3636 N. Central Avenue Suite 1100 Phoenix, Arizona 85012-1941 Attention: William H. Westover, Esq. Any party may alter the address to which communications or copies are to be sent by giving notice to such of change of address in conformity with the provisions of this paragraph for the giving of notice. j. ATTORNEYS' FEES. In the event of any breach of this Agreement, the breaching party agrees to pay all fees, expenses, and costs incurred by the non-breaching party, including, without limitation, attorneys' fees, whether or not suit is filed, and all costs of suit and preparation for suit (whether at trial or appellate level). 8 IN WITNESS WHEREOF, the parties hereto or their duly authorized representatives, having represented that they have the authority to do so, have executed this Agreement at Phoenix, Arizona, on the date, month, and year first above written. /s/ Anthony Christopher ----------------------------------- Anthony Christopher UNITED STATES AIRCRAFT CORPORATION /s/ Albert C. Lundstrom ----------------------------------- By: Albert C. Lundstrom Its: CEO NEO VISION, INC. /s/ Albert C. Lundstrom ----------------------------------- By: Albert C. Lundstrom Its: CEO STATE OF ARIZONA } } ss. County of Maricopa } The foregoing was acknowledged before me by Anthony Christopher this 17th day of December, 1998. /s/ Barbara K. Nermyr ----------------------------------- Notary Public My Commission Expires: January 12, 2002 9 STATE OF ARIZONA } } ss. County of Maricopa } The foregoing was acknowledged before me this 17th day of December, 1998, by Albert C. Lundstrom, the CEO of United States Aircraft Corporation. /s/ Barbara K. Nermyr ----------------------------------- Notary Public My Commission Expires: January 12, 2002 STATE OF ARIZONA } } ss. County of Maricopa } The foregoing was acknowledged before me this 17th day of December, 1998, by Albert C. Lundstrom, the CEO of Neo Vision, Inc. /s/ Barbara K. Nermyr ----------------------------------- Notary Public My Commission Expires: January 12, 2002 10 -----END PRIVACY-ENHANCED MESSAGE-----