-----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, Cr0pII4s1LFI68hTy9XaalM+N6zCgtyvKtFn290i4Z0g5o3qxnIOtZ4OqUHdH4Ue 3c8yXpq5xgvSYGUZYFeVzw== 0000798538-99-000005.txt : 19990301 0000798538-99-000005.hdr.sgml : 19990301 ACCESSION NUMBER: 0000798538-99-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990115 ITEM INFORMATION: FILED AS OF DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADEN ENTERPRISES INC CENTRAL INDEX KEY: 0000798538 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870447215 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18140 FILM NUMBER: 99550512 BUSINESS ADDRESS: STREET 1: 13314 I STREET CITY: OMAHA STATE: NE ZIP: 68137 BUSINESS PHONE: 4023345556 MAIL ADDRESS: STREET 1: 13314 I STREET CITY: OMAHA STATE: NE ZIP: 68137 8-K 1 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 Date of Report (Date of earliest event reported): September 4, 1998 ADEN ENTERPRISES, INC. (Exact name of registrant as specified in its charter) California 00-18140 87-0447215 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File No.) Identification No.) 13314 I Street, Omaha, Nebraska 68137 (Address of principal executive offices) (Zip Code) (402) 334-5556) (Registrants telephone number, including area code) Item 5. Other Information On September 4, 1998, the Registrant announced that it has entered into a Rescission Agreement by and between SellectSoft L.L.C., an Arizona Limited Liability Company. In connection with the Agreement, 10 million shares of the Registrant's common stock were returned and cancelled. Rescission of SellectSoft Marketing Exclusivity Agreement was executed and dated February 12, 1999. See attachment A. On February 25, 1999, the Registrant announced that it has entered into a Rescission Agreement by and between Synergy Media, Inc., and Government Payment Services, Inc. In connection with the Agreement, the Registrant is not required to issue 5 million shares of its common stock as previously agreed. See attachment B. Registrant is not profitable at the present time and does not expect to be in the near future. Registrant has limited financial resources and there can be no assurance it will raise sufficient capital to fund its operations or fulfill the Agreement. Registrant has a significant amount of debt that is currently in default and it is a party in certain litigation. In exchange for certain consideration, a shareholder entered into an agreement previously to assume all of its debt and indemnify the Registrant for all known litigation. After the above rescission agreements and issuance of shares in accordance with previous agreements, there are currently 100 million shares of common stock outstanding and approximately 20 million warrants to purchase common stock at prices ranging from $.01 per share to $.25 per share. In addition to the shares of common stock and warrants outstanding, the Company is required to issue an additional 2,100,000 shares in conjunction with previous agreements. Certain information above contains forward-looking statements that may involve risk and uncertainties. Registrant believes that its expectations are based on reasonable assumptions. However, no assurances can be given that its goals will be achieved. Factors that could cause actual results to differ materially include, but are not limited to, changes in federal, state and local regulations, new product introductions by competitors and changes in technology. Attachment A: RESCESSION OF SELLECTSOFT MARKETING EXCLUSIVITY AGREEMENT Effective September 4, 1998, the undersigned ADEN ENTERPRISES, INC., a Delaware Corporation (ADEN) and SellectSoft L.L.C., an Arizona Limited Liability Company (SellectSoft), hereby agree as follows: WHEREAS the parties executed a certain agreement entitled "SellectSoft Marketing Exclusivity Agreement" (the "Agreement") originally dated September 4, 1998, which pertained to certain marketing rights to a patented process, all as set forth in the Agreement, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference; and WHEREAS certain of the conditions of said Agreement were never fulfilled and the parties now recognize that various significant matters existed for which understandings were never reached; and WHEREAS the parties, in recognition of the foregoing wish to declare the Agreement as rescinded and null and void and of no force and effect; NOW, THEREFORE, the parties hereby agree that the Agreement is hereby rescinded, canceled and declared void and of no force and effect and neither party has any obligation or duty to the other and all obligations set forth in said Agreement are deemed released. To the extent either party received any property or value from the other pursuant to said agreement, the same shall be returned as part of this rescission. Each party warrants and represents that it has the sole and lawful authority to enter into this Rescission Agreement. SIGNED this 12th day of February, 1999. SELLECTSOFT L.L.C. By: /s/ Scott Christensen, Manager ADEN ENTERPRISES, INC. By: /s/ Michael S. Luther Chief Executive Officer Attachment B: RESCISSION AGREEMENT This Agreement is made as of this 25th day of February, 1999, by and between ADEN Enterprises, Inc., ("Aden"), Synergy Media, Inc. ("Synergy"), and Government Payment Service, Inc. ("GPS"). WHEREAS, Aden, Synergy and GPS entered into a Memorandum of Agreement dated as of January 13, 1999 (the "MOA") wherein Aden was to acquire the outstanding capital stock of GPS from Synergy (a copy of which is attached hereto as Exhibit A); WHEREAS, the MOA was a non-binding agreement in principle, contingent upon a number of matters and ancillary agreements; WHEREAS, the parties hereto acknowledge the impossibility of performance of the MOA and the failure of a number of conditions contained in the MOA; and WHEREAS, the parties hereto agree that the MOA is cancelled and the transactions described therein are no longer in the best interests of all parties; NOW, THEREFORE, in consideration of the mutual covenants and contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties below hereby agree as follows: 1. Termination and Rescission of MOA. The Memorandum of Agreement dated as of January 13, 1999, by and between the signatories hereto is hereby cancelled, terminated and rescinded in full. 2. The parties hereto hereby agree to hold each other harmless and to indemnify the others with regard to any liabilities, claims or actions arising out of the now rescinded MOA. 3. Each party hereto has taken appropriate action to duly authorize and execute this Agreement, and represents to the others its lawful capacity to enter into this Agreement. 4. This agreement shall be governed by the laws of Delaware. AGREED TO AS WITNESSETH THE HANDS SET FORTH BELOW: /s/_____________________________________ Michael S. Luther, Pres. Aden Enterprises, Inc. /s/_____________________________________ Dale W. Conrad, Pres. Synergy Media, Inc. /s/____________________________________ Dale W. Conrad, Pres. Government Payment Service, Inc. adenfi~1 5 -----END PRIVACY-ENHANCED MESSAGE-----