UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION
In re:
Case No. 94-02608-6J1
LASER PHOTONICS, INC.,
Debtor.
/
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DEBTOR'S THIRD AMENDED PLAN OF REORGANIZATION
Dated February 16, 1995
Peter N. Hill
Florida Bar No. 368814
Wolff, Hill, McFarlin & Herron, P.A.
P.O. Box 2327
Orlando, FL 32802
(407) 648-0058
Attorneys for Debtor
TABLE OF CONTENTS
ARTICLE I: DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II: CLASSIFICATION OF CLAIMS AND INTERESTS. . . . . . . 3
ARTICLE III: IMPAIRMENT. . . . . . . . . . . . . . . . . . . . . 4
ARTICLE IV: TREATMENT OF UNIMPAIRED CLAIMS. . . . . . . . . . . 4
ARTICLE V: TREATMENT OF IMPAIRED CLAIMS AND INTERESTS. . . . . 5
ARTICLE VI: ALLOWED PRIORITY TAX CLAIMS . . . . . . . . . . . . 9
ARTICLE VII: EXECUTORY CONTRACTS AND UNEXPIRED LEASES. . . . . . 9
ARTICLE VIII: ALLOWED ADMINISTRATIVE CLAIMS . . . . . . . . . . . 9
ARTICLE IX: FEES PAYABLE UNDER 28 U.S.C. Section 1930 . . . . . 9
ARTICLE X: MEANS FOR IMPLEMENTATION OF PLAN. . . . . . . . . . 10
ARTICLE XI: AMENDMENT OF CORPORATE CHARTER. . . . . . . . . . . 10
ARTICLE XII: SELECTION OF OFFICERS AND DIRECTORS . . . . . . . . 10
ARTICLE XIII: VESTING OF PROPERTY; DISCHARGE; INJUNCTIONS;
RELEASE . . . . . . . . . . . . . . . . . . . . . . 11
Vesting of Property . . . . . . . . . . . . . . . . 11
Discharge . . . . . . . . . . . . . . . . . . . . . 11
Injunction. . . . . . . . . . . . . . . . . . . . . 11
Release . . . . . . . . . . . . . . . . . . . . . . 12
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
i
Laser Photonics, Inc., the debtor in possession, submits this,
its first amended plan of reorganization, pursuant to section 1121
of the Bankruptcy Code.
ARTICLE I: DEFINITIONS
For purposes of this first amended plan, and without regard to
capitalization of the first letter or letters of any of the
following defined terms, the following definitions shall apply
unless the context clearly requires otherwise:
Class action defendants: Each of the defendants in the class
actions other than the debtor and Mark
Fukuhara, namely, Leonard Lichter, Don S.
Friedkin, Roger M. Kirk, Robert C. Lapin,
John Radziwill, Thurman Sasser, Andrew L.
O'Connell, III, and Radix Organization,
Inc.
Class action plaintiffs: All persons who purchased or acquired the
common stock or warrants of the debtor
from November 6, 1992 through September
14, 1993, excluding the class action
defendants and officers, directors,
affiliates and subsidiaries of the debtor
and Radix Organization, Inc.
Class actions: Louis S. Terranova v. Laser Photonics, et
al., Case No. 94-13-CIV-ORL-22, and
Frederic Marin v. Laser Photonics, et
al., Case No. 94-505-CIV-ORL-22, each
pending in the United States District
Court, Middle District of Florida,
Orlando Division.
Code: Title 11 of the United States Code (the
Bankruptcy Code).
Commercial Factors: Commercial Factors of Atlanta.
Committee: Official Committee of Creditors holding
Unsecured Claims, Alan Ryan, Chairman.
Confirmation date: The date of entry of the confirmation
order.
Confirmation hearing: The hearing on confirmation of the plan.
Confirmation order: Any order confirming this plan pursuant
to section 1129 of the Code.
1
Court: United States Bankruptcy Court for the
Middle District of Florida, Orlando
Division, Honorable Karen S. Jennemann,
presiding.
Debtor: Laser Photonics, Inc.
Effective date: The first business day on which an order
confirming this plan is no longer subject
to appeal; provided, however, that,
notwithstanding the pendency of any
appeal of the confirmation order, the
effective date may nevertheless occur, in
the sole discretion of the debtor and
Helionetics.
Equity securities: Common stock of the debtor.
Factor: Commercial Factors of Atlanta.
Helionetics: Helionetics, Inc., a Delaware corporation
with offices in California.
JMAR stock: 179,487 shares of corporate stock of JMAR
Industries, Inc., with detachable
warrants, owned by the debtor.
Indenture Trustee: National City Bank of Minneapolis.
IRS: The United States Department of the
Treasury--Internal Revenue Service.
LAI: Laser Analytics, Inc., a Massachusetts
corporation.
LPI debentures: All debentures issued by the Debtor
pursuant to the following two trust
indentures (i) Trust Indenture dated as
of May 1, 1989 between the Debtor and
National City Bank of Minneapolis as
Indenture Trustee pursuant to which the
Debtor's $2,250,000 Senior Subordinated
Debentures due May 1, 1999 and its
$2,250,000 Convertible Senior
Subordinated Debentures due May 1, 1999
were issued and (ii) that certain
Indenture dated October 1, 1989 between
the Debtor and National City Bank of
Minneapolis, N.A. as Indenture Trustee
pursuant
2
to which the Debtor's $350,000
Subordinated Debentures due May 1, 1999
were issued.
Petition date: May 13, 1994.
Plan: This third amended plan of reorganization
and any amendments thereto.
Scheduled claim: Any claim listed in schedules of
liabilities filed by the debtor.
Sun Bank: Sun Bank, N.A.
Tax Collector: Earl K. Wood, as Tax Collector for Orange
County, Florida.
ARTICLE II: CLASSIFICATION OF CLAIMS AND INTERESTS
All claims against the debtor and equity securities of the
debtor treated under Articles IV and V of the plan are divided into
the following classes which shall be mutually exclusive:
Class 1: The secured claim of Commercial Factors.
Class 2: The secured claim of the Tax Collector.
Class 3: [Intentionally left blank.]
Class 4: The secured claim of Helionetics by assignment from
Sun Bank.
Class 5: The secured claim of Helionetics by virtue of
postpetition loans to the debtor.
Class 6: The secured claim of the IRS.
Class 7: The secured claims of Roger Kirk, Leonard Lichter,
Kenneth Gliedman, Ronald J. Offenkrantz, Mark T.
Fukuhara, Rivabella, S.A., Don S. Friedkin and
Robert C. Lapin.
Class 8: The secured claim of Ciba-Geigy Corporation.
3
Class 9: Employee wage and vacation claims entitled to
priority under 11 U.S.C. Section 507(a)(3).
Class 10: General unsecured claims, including LPI debentures.
Class 11: All equity securities of the debtor.
Class 12: Claims held by class action plaintiffs.
Class 13: The secured claim of Business Telephone Services,
Inc.
Class 14: The secured claim of Coral Packaging, Inc.
Class 15: Disputed secured claims.
Class 16: Disputed unsecured claim of Spectrum Medical
Technologies, Inc.
ARTICLE III: IMPAIRMENT
The claims in Classes 1, 9, 13 and 14 are unimpaired. All
other classes of claims and interests are impaired.
ARTICLE IV: TREATMENT OF UNIMPAIRED CLAIMS
Class 1: During the pendency of this case, the debtor, with
court authority, entered into a factoring relationship with
Commercial Factors. Commercial Factors purchases some, but not
all, of the debtor's accounts receivable. Immediately upon such
purchases, Commercial Factors advances 75% of the face amount of
the account receivable to the debtor. One percent of the remaining
25% of the face amount of the account receivable is a fee paid to
Commercial Factors. Additional fees are earned by Commercial
Factors at the rate of .1% of the face amount of the account
receivable each day until the account receivable is collected.
After collection, the balance is remitted, together with balances
from other accounts receivable, twice monthly to the debtor.
Commercial Factors holds a first priority security interest in the
debtor's accounts receivable, and a security interest junior to
those held by the creditors in Classes 2, 4, 5 and 6 in all
personal property of the debtor, excluding the JMAR stock, to
guarantee payment to Commercial Factors of amounts due under
accounts receivable purchased by it. Any claim held by the factor
is fully secured.
4
Due, however, to the holdbacks described in the preceding
paragraph, the debtor has a credit balance with Commercial Factors
which varies daily based on collection of receivables by the
factor. Accordingly, no payment is due to the holder of the Class
1 claim and, upon termination of the factoring relationship, the
factor will refund all amounts due the debtor and security
interests held by Commercial Factors will be released.
Class 9: All employee wage claims were paid in full during
the pendency of the case pursuant to court order. To the extent
any priority wage claims remain, they will be paid in full in cash
on the effective date. The debtor will satisfy in kind any and all
priority vacation claims held by current employees, and will
satisfy in cash on the effective date any and all such allowed
claims held by former employees.
Class 13: Business Telephone Services, Inc. holds a scheduled
claim in the amount of $1,000 secured by telephone equipment. The
debtor will satisfy the claim in cash in full on the effective
date, and the security interest will be deemed released.
Class 14: Coral Packaging, Inc. holds a scheduled claim in the
amount of $1,451.55 secured by packing equipment. The plan leaves
unaltered the legal, equitable and contractual rights to which the
holder of the claim is entitled.
ARTICLE V: TREATMENT OF IMPAIRED CLAIMS AND INTERESTS
Class 2: The Tax Collector filed claims 24 and 25 in the
amounts of $42,304.45 and $57,920.19, respectively, for unpaid
tangible personal property taxes for the years 1992 and 1993. In
addition, tangible personal property taxes are now due and payable
for 1994 in the amount of $18,874.16. The claims are fully secured
by statutory liens on all tangible personal property of the estate
located in Orange County, Florida. The Tax Collector will receive
50% of its allowed claims in cash on the effective date. The
balance of the claims will be paid in one lump sum on the first
anniversary of the effective date. Payments to the Tax Collector
will include interest at 9% per year from the petition date with
respect to the 1992 and 1993 taxes, and from March 31, 1995 with
respect to the 1994 taxes. The Tax Collector will retain his liens
until the claims have been fully satisfied.
Class 4: Helionetics acquired the rights of Sun Bank under
claim 138 during the pendency of the case. The claim was fully
secured by virtually all property of the estate, including the JMAR
stock. Although filed in the amount of $237,240.11, the claim was
paid down pursuant to cash collateral and adequate protection
orders entered by the bankruptcy court. The balance due on the
claim as of November 4, 1994 was $146,036.67. The claim will be
increased by the amount of Sun Bank's final invoice from its
attorneys for legal fees,
5
and reduced by amounts advanced directly to Helionetics from the factor. The
debtor will satisfy the balance of the Class 4 claim with payments of interest
only at the prime rate of interest published in the Wall Street Journal on the
first business day of the prior calendar quarter, beginning on the first day
of the second calendar quarter following the effective date, with all
principal and accrued interest due and payable on demand, such demand not to
occur prior to the first anniversary of the effective date. Except as
modified herein, the underlying loan documents will continue to govern the
debtor-creditor relationship.
Class 5: Helionetics has loaned a total of $300,000 to the
debtor during the pendency of this case for working capital, and
has been authorized to lend an additional $50,000. The loans were
made pursuant to section 364 of the Code and pursuant to court
order. The loans are fully secured by virtually all property of
the estate, including the JMAR stock. The debtor will satisfy the
Class 5 claim with payments of interest only at the prime rate of
interest published in the Wall Street Journal on the first business
day of the prior calendar quarter, beginning on the first day of
the second calendar quarter following the effective date, with all
principal and accrued interest due and payable on demand, such
demand not to occur prior to the first anniversary of the effective
date. Except as modified herein, the underlying loan documents
will continue to govern the debtor-creditor relationship.
Class 6: The IRS filed claim 82, asserting secured, priority
and general unsecured claims. The secured portion of the claim is
in the amount of $258,191.70. The claim is secured by all property
of the estate, but the lien of the IRS is junior to the security
interests held by the holders of the claims in Classes 1, 2, 4 and
5. Pursuant to an adequate protection agreement with the IRS
during the pendency of the case, the debtor has been paying the IRS
$5,000 per month since May 31, 1994. The debtor will continue
making monthly payments in the amount of $5,000 per month, on the
last day of each and every month, until the secured portion of
claim 82, together with interest at 9% per year, has been fully
paid. The debtor will issue to the IRS a promissory note as
evidence of the obligation. The IRS will retain its lien until the
secured claim has been fully satisfied.
Class 7: The Class 7 claims were filed and scheduled as
follows:
Roger M. Kirk Schedule D $ 59,719.00
Leonard Lichter Schedule D 173,861.00
Kenneth Gliedman Schedule D 12,243.00
Ronald J. Offenkrantz Schedule D 6,121.00
Mark T. Fukuhara N/A N/A
Rivabella, S.A. Schedule D 41,728.00
Don S. Friedkin Schedule D 29,485.00
Robert C. Lapin Claims 108, 109 124,700.00
6
The debtor's obligations to holders of Class 7 claims are
several and not joint. Messrs. Kirk, Lichter and Friedkin are
directors of the debtor. Mr. Gliedman and Mr. Offenkrantz are
attorneys with the law firm of Spitzer & Feldman, P.C., New York,
New York. Spitzer & Feldman acted as general counsel for the
debtor prior to the petition date, and has been authorized to
represent the debtor as special counsel during the pendency of the
case. Mr. Fukuhara is a former president of the debtor. Mr.
Fukuhara's whereabouts are unknown, although he is believed to be
in California. Mr. Lapin is a former director of the debtor.
The Class 7 claims are secured by all property of the estate,
excluding the JMAR stock, but the security interests of the Class
7 claimants are junior to the security interests and liens held by
the holders of claims in Classes 1, 2, 4, 5 and 6.
The debtor had claims against Mr. Fukuhara on the petition
date which more than offset Mr. Fukuhara's claims against the
estate. Accordingly, the plan contemplates no payments to Mr.
Fukuhara, and all claims held by Mr. Fukuhara against the estate,
and all security interests securing payment of all such claims,
will be deemed satisfied by entry of the confirmation order.
With that exception, Class 7 claims will be satisfied with 16
quarterly payments of interest only at the prime rate of interest
published in the Wall Street Journal on the first business day of
the prior calendar quarter, beginning on the first day of the
second calendar quarter following the effective date, with all
principal and accrued interest due and payable on the fourth
anniversary of the first such quarterly payment. Such holders will
retain their liens until the claims have been fully satisfied under
the plan, although such liens will be subordinate to any and all
security interests granted by the debtor to secure working capital
loans to the debtor following confirmation of the plan.
Class 8: Ciba-Geigy Corporation filed claim 128 in the amount
of $174,500, secured by a pledge of all the outstanding common
stock of LAI, which the debtor has been operating as a division,
rather than as a subsidiary, and by a security interest in all of
the assets of LAI. The holder of the class 8 claim will receive,
on the effective date, one lump sum payment of $55,000 in full
satisfaction of the claim.
Class 10: Holders of general unsecured claims, including LPI
debentures, will receive their pro rata share of the debtor's stock
such that, after issuance of all stock to be issued by the debtor
under the plan, such holders will hold 20% of the then issued and
outstanding shares of the debtor; provided, however, that in the
event the debtor becomes obligated to issue 1% of its common stock
to the holder of the Class 16 claim, then holders of Class 10
claims will receive, in the aggregate, 19% of the debtor's stock
and not 20%.
7
Class 11: Holders of equity securities of the debtor will
retain their interests, although such interests will be diluted as
a result of the issuance to Helionetics and to holders of Class 10
claims of shares of common stock of the debtor such that
Helionetics and holders of Class 10 claims and Class 11 interests
will hold, following such issuance, exactly seventy-five percent
(75%), twenty percent (20%), and five percent (5%), respectively,
of the issued and outstanding common stock of the debtor. (In the
event the debtor becomes obligated to issue 1% of its stock to the
holder of the Class 16 claim, then the percentages set forth in the
preceding sentence will be 75%, 19%, 1%, and 5% to Helionetics,
holders of Class 10 claims, the holder of the Class 16 claim, and
holders of Class 11 interests, respectively.) In addition, the
debtor will reduce the number of shares outstanding by means of a
30-1 reverse stock split.
Class 12: Holders of allowed Class 12 claims will receive, on
the effective date, a pro rata share of $350,000 in cash to be paid
by the class action defendants.
Class 15: Laser Center of America filed a secured claim
against the debtor in the amount of $60,638.99 based on a judgment.
The claimant caused the docketing of a writ of execution with the
Orange County, Florida sheriff on November 24, 1994, but failed to
cause the sheriff to levy on the debtor's property. The debtor
will object to the claim as a secured claim. If unsuccessful, the
debtor will issue a promissory note to the holder of the Class 15
claim calling for payment of the claim over 60 months, beginning on
the first day of the third month following the effective date, with
interest at 9% per year.
S & K Enterprises filed a secured claim in the amount of $100.
The debtor intends to object to the claim as a secured claim. If
unsuccessful, the debtor will pay the claim in cash on the
effective date.
Intevac, Inc. filed a secured claim in the amount of $654.21.
The debtor intends to object to the claim as a secured claim. If
unsuccessful, the debtor will pay the claim in cash on the
effective date.
Class 16: Spectrum Medical Technologies, Inc. filed claim 131
in the amount of $35,096,587.61 as a general unsecured claim. The
debtor has disputed the claim and has sought judgment against the
holder of the Class 16 claim in the amount of $890,000. To the
extent, if any, the Class 16 claim is allowed, the debtor will
issue to the holder of the Class 16 claim a sufficient number of
its shares of capital stock such that, following issuance of all
stock to be issued by the debtor under the plan, the holder of the
Class 6 claim will own 1% of the then issued and outstanding
shares. The debtor will in that event be relieved of any
restriction on the conduct of its business as a result of its OEM
manufacturing agreement with the holder of the Class 16 claim.
8
ARTICLE VI: ALLOWED PRIORITY TAX CLAIMS
The debtor will provide to holders of allowed unsecured tax
claims entitled to priority under section 507(a)(7) of the Code
notes calling for deferred cash payments of a value equal to the
allowed amounts of the claims, together with interest at 9% per
year from and after the effective date, over a term not longer than
six years from the dates of assessment of any such taxes. Issuance
of the notes is not intended to serve as satisfaction of the
claims, but is intended only to serve as evidence of the debtor's
obligations under this plan.
ARTICLE VII: EXECUTORY CONTRACTS AND UNEXPIRED LEASES
The debtor will assume all executory contracts and unexpired
leases listed on Schedule G filed with the court, but for the
contracts with AT&T Credit Corporation and the OEM manufacturing
and distribution agreement with Spectrum Medical Technologies, Inc.
which was terminated prior to the petition date. Any and all
defaults will be cured on the effective date.
The debtor assumes its patent licensing agreements with Dr. R.
Gordon Gould and Patlex Corporation, as modified by the terms of
the settlement agreement approved by the Court.
ARTICLE VIII: ALLOWED ADMINISTRATIVE CLAIMS
Each holder of an allowed administrative claim will receive on
account of such claim the amount of such holder's claim in one cash
payment not later than the closing date, provided that an
administrative claim representing a liability incurred in the
ordinary course of business by the debtor may be paid in the
ordinary course of business by the debtor.
Allowed administrative expense claims held by professionals
employed by the debtor or by the committee will be determined by
the court at the time of the confirmation hearing based upon fee
applications filed in accordance with section 330 of the Code.
Travel expenses incurred by the committee will be paid separately
and directly by Helionetics, Inc.
ARTICLE IX: FEES PAYABLE UNDER 28 U.S.C. Section 1930
All fees payable under 28 U.S.C. Section 1930 as determined by the
court at the hearing on confirmation of the plan will be paid on or
before the effective date.
9
ARTICLE X: MEANS FOR IMPLEMENTATION OF PLAN
On the effective date, Helionetics will pay to the debtor the
sum of $1 million in cash, which funds will be the source of all
immediate cash distributions under the plan except the cash payable
to holders of Class 12 claims which is to be provided by the class
action defendants as described below. Susan E. Barnes, wife of
Bernard B. Katz, Chairman of the Board of Helionetics, Inc. has
personally guaranteed payment to the debtor of the $1 million. In
addition, Helionetics will transfer to the debtor all of its right,
title and interest in and to approximately 76% of the capital stock
of AccuLase, Inc. owned by it. AccuLase, Inc. has a positive net
worth. Helionetics, Inc. has committed to fund the cost of
research and development of AccuLase's excimer laser technology for
a minimum of two years from the effective date. In exchange, the
debtor will issue to Helionetics a sufficient number of shares of
its capital stock such that, following issuance of all stock to be
issued under the plan, Helionetics will own exactly 75% of the
capital stock of the debtor. The class action defendants will
contribute $350,000 in cash for the benefit of the holders of Class
12 claims and will waive any and all indemnity and contribution
claims against the debtor in return for the releases described in
Article XIII below.
To the extent pro rata distributions under this plan cannot be
computed due to pending objections to claims, distribution will be
made to the extent possible based on claimed amounts and, to the
extent claims are reduced, a second distribution will be made
following final resolution of all disputed claims. The debtor may
seek an estimation of certain claims for purposes of voting on this
plan.
Following confirmation, LAI will be dissolved. The debtor
will continue to operate its Massachusetts division, and will
retain title to any and all personalty formerly the property of
LAI.
ARTICLE XI: AMENDMENT OF CORPORATE CHARTER
Within thirty days of the effective date, the debtor will
amend its articles of incorporation to prohibit the issuance of
nonvoting equity securities. The debtor has issued only one class
of stock, that being common stock with voting power.
ARTICLE XII: SELECTION OF OFFICERS AND DIRECTORS
Following confirmation of the plan, the reorganized debtor
will call a meeting of its shareholders for the purpose of, among
other things, electing a board of directors. The new
10
board of directors will then appoint the officers of the reorganized
debtor. There is presently no agreement for the employment or retention of
any insider, nor is there presently any agreement for the amount of
compensation to be paid to officers, directors or insiders who may
be employed or retained by the reorganized debtor.
ARTICLE XIII: VESTING OF PROPERTY; DISCHARGE; INJUNCTIONS; RELEASE
Vesting of Property. On the effective date, all assets of the
estate of the debtor shall vest in the reorganized debtor. After
the effective date, all assets retained by the reorganized debtor
pursuant hereto shall be free and clear of all claims and interests
of all holders thereof, except the obligations to perform according
to the plan, the confirmation order and any liens and security
interests granted or retained pursuant to the plan. Except as
otherwise provided in this plan or the confirmation order, on the
effective date and thereafter, the reorganized debtor may operate
its business free of any restrictions imposed by the Code.
Discharge. Except as expressly provided in the plan, the
issuance of a confirmation order and the occurrence of the
effective date shall operate as a discharge, pursuant to section
1141(d)(1) of the Code, effective as of the effective date, of any
and all debts (as such term is defined in section 101 of the Code)
against the debtor that arose at any time before the effective
date, including, but not limited to, all principal and interest,
whether accrued before, on, or after the petition date. On the
effective date, as to every discharged debt and claim, the claimant
that held such debt or claim shall be permanently precluded from
asserting against the debtor, or against any of the debtor's assets
or properties, any other or further claim based upon any document,
instrument or act, omission, transaction or other activity of any
kind or nature that occurred prior to the effective date. Except
as otherwise specifically provided herein, nothing in this plan
shall be deemed to waive, limit or restrict in any way the
discharge granted upon confirmation of the plan in section 1141 of
the Code.
Injunction. Effective on the confirmation date, but subject
to the occurrence of the effective date, all persons who have held,
hold or may hold claims, interests, or administrative expenses are
enjoined from taking any of the following acts against or affecting
the debtor, the assets of the debtor or the assets of any of them
with respect to such claims, interests or administrative expenses
(other than actions brought to enforce any rights or obligations
under the plan or appeals, if any, from the confirmation order):
(a) commencing, conducting or continuing in any manner, directly or
indirectly, any suit, action or other proceeding of any kind
against the debtor, or the assets of the debtor
11
or any direct or indirect successor in interest to the debtor, or any assets
of any such transferee or successor; (b) enforcing, levying, attaching,
collecting or otherwise recovering by any manner or means whether directly or
indirectly any judgment, award, decree or order against the debtor or the
assets of the debtor or any direct or indirect successor in interest to the
debtor, or any assets of any such transferee or successor; (c) creating,
perfecting or otherwise enforcing in any manner, directly or indirectly, any
encumbrance of any kind against the debtor or the assets of the debtor or any
direct or indirect successor in interest to the debtor, or any assets of any
such transferee or successor other than as contemplated by the plan; (d)
asserting any setoff, right of subrogation or recoupment of any kind, directly
or indirectly against any obligation due the debtor or the assets of the
debtor or any direct or indirect transferee of any assets of, or successor in
interest to, the debtor; and (e) proceeding in any manner in any place
whatsoever that does not conform to or comply with the provisions of the plan.
Release. On the effective date, all claims, causes of action,
or defenses of any kind or nature including but not limited to,
claims for contribution and/or indemnity, whether known or unknown
that any person (as defined in the Code) who has held, hold or may
hold claims, interests or administrative expenses (as such terms
are defined in the Code) has or may have against the debtor, the
class action defendants, or any of them, their respective
affiliates, heirs, successors and assigns on account of any matter
which was asserted or could have been asserted in the class actions
shall be deemed to be completely released and waived.
This release shall constitute a complete defense to any claim,
cause of action, liability or obligation so released.
Dated: February 16, 1995
LASER PHOTONICS, INC.
Peter N. Hill
Florida Bar No. 368814
By: ---------------------- Wolff, Hill, McFarlin & Herron,
Paul Cattermole, President P.A.
P.O. Box 2327
Orlando, FL 32802
Telephone (407) 648-0058
Facsimile (407) 648-0681
Attorneys for Debtor
HELIONETICS, INC.
By: ---------------------------
Bernard B. Katz, Chairman
12
EXHIBITS
A. Class 6 note
B. Class 15 note
C. Priority tax note
13
$ , 1994
------------- --------------------
CLASS 6 NOTE
The undersigned maker promises to pay to the order of U.S.
Department of the Treasury, Internal Revenue Service at
Jacksonville, Florida, the principal sum of $ , with
---------------
interest at the rate of nine (9%) percent per year from and after
May 13, 1994, payable as follows:
Monthly installments of $5,000.00 commencing on May 31, 1994.
Any and all remaining principal shall be due and payable on
1,
- ---------- -----.
This note is made, executed and delivered under maker's first
amended Chapter 11 plan of reorganization (the "plan") in the U.S.
Bankruptcy Court, Middle District of Florida, Orlando Division,
Case No. 94-02608-6J1.
If the maker fails to pay any installment when such
installment comes due and does not cure such failure within thirty
(30) days after written notice of such failure from the holder of
this note, then at the option of the holder, the holder may elect
to accelerate and declare immediately due and owing the balance of
the obligations owing under the note.
This note is secured by all property of the maker. Upon full
satisfaction.of this note, the holder by accepting this note and
payments hereunder, agrees to execute all appropriate releases and
satisfactions, including satisfactions of notices of federal tax
liens securing payment of the claims upon which this note is based.
This note may be prepaid in whole or in part at any time
without penalty. This note may be negotiated by the holder only
with the written consent of the maker hereof. The maker waives
presentment, protest and notice of dishonor. In the event
litigation is necessary to collect sums due under this note, the
holder shall be entitled to recover reasonable attorneys' fees at
the trial and all appellate levels.
LASER PHOTONICS, INC., Reorganized
By:
------------------------------
Paul S. Cattermole, President
14
$ , 1994
------------ ------------------ ---
CLASS 15 NOTE
The undersigned maker promises to pay to the order Laser
Center of America, Inc. at Orlando, Florida, the principal sum of
$ with interest at the rate of nine (9%) percent per
------------
year from and after May 13, 1994, payable as follows:
Sixty (60) equal monthly installments of $
-----------------
commencing on the date hereof. Any and all remaining principal and
accrued interest shall be due and payable on February 1, 1999.
This note is made, executed and delivered under maker's first
amended Chapter 11 plan of reorganization (the "plan") in the U.S.
Bankruptcy Court, Middle District of Florida, Orlando, Case No. 94-
02608-6J1.
If the maker fails to pay any installment when such
installment comes due and does not cure such failure within thirty
(30) days after written notice of such failure from the holder of
this note, then at the option of the holder, the holder may elect
to accelerate and declare immediately due and owing the balance of
the obligations owing under the note.
This note is secured by all personal property of the maker
located in Orange County, Florida. Upon full satisfaction of this
note, the holder, by accepting this note and payments hereunder,
agrees to execute all appropriate releases and satisfactions,
including satisfactions of judgment.
This note may be prepaid in whole or in part at any time
without penalty, and may be negotiated by the holder only with the
written consent of the maker hereof. The maker waives presentment,
protest and notice of dishonor. In the event litigation is
necessary to collect sums due under this note, the holder shall be
entitled to recover reasonable attorneys' fees at the trial and all
appellate levels.
LASER PHOTONICS, INC., Reorganized
By:
------------------------------
Paul S. Cattermole, President
15
$ , 1994
--------------- ---------------------
PRIORITY TAX NOTE
The undersigned maker promises to pay to the order of
at , ,
- ------------------------- ------------ ------------ the
principal sum of $ , plus interest at nine (9%)
---------------
percent per year, payable as follows:
( ) equal monthly installments of $
---------- --- -------------
commencing on 1, 1994. Any and all remaining principal
----------
shall be due and payable on 1, .
---------- -----
This note is made, executed and delivered under maker's first
amended Chapter 11 plan of reorganization (the "plan") in the U.S.
Bankruptcy Court, Middle District of Florida, Orlando Division,
Case No. 94-02608-6J1.
If the maker fails to pay any installment when such
installment comes due and does not cure such failure within thirty
(30) days after written notice of such failure from the holder of
this note, then at the option of the holder, the holder may elect
to accelerate and declare immediately due and owing the balance of
the obligations owing under the note.
This note is unsecured.
This note may be prepaid in whole or in part at any time
without penalty. This note may be negotiated by the holder only
with the written consent of the maker hereof. The maker waives
presentment, protest and notice of dishonor. In the event
litigation is necessary to collect sums due under this note, the
holder shall be entitled to recover reasonable attorneys' fees at
the trial and all appellate levels.
LASER PHOTONICS, INC., Reorganized
By:
------------------------------
Paul S. Cattermole, President