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): March 22, 2000
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CONDOR CAPITAL, INC.
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(Exact name of Registrant as specified in its charter)
Colorado
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(State or other jurisdiction of Incorporation or organization
33-20848-D 84-1075696
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(Commission File Number) (I.R.S. Employer Identification No.)
3858 West Carson Street, Suite 127, Torrance, California 90503-6705
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(Address of principal executive offices) (Zip Code)
(310) 944-9771
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(Registrant's telephone number, including area code)
8891 East Easter Place, Englewood, Colorado 80112
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 22, 2000, the Registrant entered into a Joint Venture Agreement
with Tech-Catalyst Ventures Inc.("Tech"), of Vancouver, British Columbia. Under
the terms of the joint venture agreement the Registrant and Tech, through
Konnect Corp., a newly formed Delaware corporation, will join to expand and grow
the existing data network developed by Applied Communications Techniques, Inc.
("ACT"), subsidiary of Tech.
Pursuant to the joint venture agreement, Tech will merge ACT with and into
Konnect and Condor shall assist in providing funding and management services to
Konnect.
ACT is the owner of an existing data network which enables users to access
application services for business to business communication and commerce. The
network is capable of delivering high quality of service, real time interactive
applications services; including video and audio conferencing, large data
storage and transfer and unified messaging. The network is designed to satisfy
the needs applicable to the business-to-business community.
The basic service available within Konnect's network operating environment,
provides audio and video conferencing, digitized media storage and data transfer
with the highest security guarantees.
A copy of the Joint Venture Agreement between the Registrant and Tech is
attached hereto and incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits.
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10.1 Joint Venture Agreement between Registrant and Tech-Catalyst
Ventures Inc. dated March 22, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
CONDOR CAPITAL, INC.
(Registrant)
Date: March 27, 2000 /S/ Lee Gahr
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By: Lee Gahr
Its: President
Date: March 27, 2000 /S/ W. Patrick Batista
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By: W. Patrick Batista
Its: Secretary and
Chief Financial Officer
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EXHIBIT 10.1
JOINT VENTURE AGREEMENT
This Joint Venture Agreement ("Agreement") is made effective this the 22nd
day of March, 2000 and entered into at Vancouver, British Columbia by and
between Condor Capital Inc., a company organized under the laws of the State of
Colorado, located at 3858 W. Carson Street, Suite 127, Torrance, California
90503-6705 ("Condor") and Tech-Catalyst Ventures, Inc., a company organized
under the laws of the Province of British Columbia, located at 2737 Granville
Street, Vancouver, BC, Canada V6H 3J1 ("Tech").
Recitals
Condor is a NASDAQ, over-the-counter bulletin board, public company which
invests into emerging market companies.
WHEREAS Condor is the parent corporation of Konnect Corp., (Konnect) a
Delaware corporation, located at 3858 W. Carson Street, Suite 127, Torrance,
California 90503-6705; and,
WHEREAS Tech is the parent corporation of Applied Communications
Techniques, Inc., (ACT) a Delaware corporation, located at c/o Harvard Business
Services, Inc., 25 Greystone Manor, Lewes, Delaware 19958-9776; and,
WHEREAS, ACT is the owner of an existing data network which enables users
to access application services for business to business communication and
commerce. The network is capable of delivering high quality of service, real
time interactive applications services; including video and audio conferencing,
large data storage and transfer and unified messaging. This network is the
culmination of several years of research and development with companies engaged
in the creation and distribution of media assets. The network is designed to
satisfy the needs applicable to the business-to-business community.
WHEREAS, Condor and Tech desire to conduct business jointly, pursuant to
the terms of this Agreement, through Konnect in order to expand and grow the
existing data network developed by ACT. Konnect will focus on the
business-to-business needs of media creators and distributors who shall engage
the services developed and enabled by ACT. Konnect shall provide full customer
support operations including sales and marketing, technical support,
administration, and full research and development services by Tech.
1.1. Formation of the Joint Venture
NOW, THEREFORE, the parties to this Agreement do hereby voluntarily associate
themselves together as joint ventures subject to the following terms and
conditions:
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Purpose of Joint Venture
1. The purpose of this joint venture shall be to conduct business jointly
through Konnect:
(a) In order to expand and grow the existing data network developed by ACT;
(b) To conduct all business, present and future, resulting from the
products and services designed, created and developed by ACT to date;
(c) To conduct all business, present and future, resulting from the
products and services designed, created, and developed by Tech to date and
from this date forward pursuant to and based on the pro-forma mutually
agreed to by both parties, with the exception of any product(s) or
service(s) which are internal to the operations of Tech.
Name of Joint Venture
2. Subject to the fulfillment of this Agreement, the joint venture shall
exist under the corporate name of Konnect Corp. (Delaware - filing number
3193192)
Office of Joint Venture
3. This joint venture shall maintain an office for the transaction of
business of Konnect at 3858 W. Carson Street, Suite 127, Torrance, California
90503-6705, though Konnect may relocate the office at any time or establish
additional offices in other States or Countries as need dictates.
Contributions
4. The responsibilities of both parties to Konnect upon the execution of
this Agreement shall be:
(a) Contributions and Obligations of Condor. Condor shall contribute and be
responsible for:
(i) Providing co-managerial services to Konnect;
(ii) An initial investment of Six hundred thousand U.S. dollars
(US$600,000.00) within fourteen (14) days of the date of this
Agreement;
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(iii) An additional investment of Nine hundred thousand U.S. dollars
(US$900,000.00) within ninety (90) days of the date of this Agreement.
(iv) Condor shall continue to raise capital for Konnect based on (a)
based on the pro-forma financials as agreed to by both parties, and
(b) on a project-by-project basis as submitted by the board of
directors of Konnect and approved by the board of directors of Condor.
(b) Contributions and Obligations of Tech. Tech shall contribute and be
responsible for:
(i) Providing co-managerial services to Konnect;
(ii) The contribution of ACT, including but not limited to, all
contracts, agreements and technologies inherent to ACT, through the
merger of ACT with and into Konnect with Konnect being the surviving
corporation.
(iii) Tech shall contribute a working system by which, data, video and
voice communications are delivered within the network.
(iv) Tech shall provide an operational system(s) or network(s) for the
transfer of data as described in the pro-forma financials mutually
agreed to by both parties, including the required customer support
operations and continued development of additional products and
services.
Structure of Joint Venture Company (Konnect)
5. In exchange for the contributions made or to be made by the parties
hereto, their respective interest in the Konnect shall be as follows:
(a) Condor. Condor shall receive Ten Million (10,000,000) shares of
Series A Preferred Stock of Konnect with a cumulative dividend of net
profits of Konnect after tax deductions, with dividends being paid monthly
based on net earnings after tax,. Subject to the cumulative dividend
preference to holders of Class A Preferred Shares and the liquidation
preference to the holders of Class A Preferred Shares as provided in the
Restated Certificate of Incorporation as attached hereto as Exhibit 1. Each
share of Class A Preferred Stock shall have, for all purposes one (1) vote
per share.
(b) Tech. Tech shall receive Ten million (10,000,000) shares of Common
Stock $0.001 par value common. Each share of Common Stock shall have, for
all purposes one (1) vote per share.
(c) No Further Issuance of Shares. The parties further agree that no
additional shares of Common Stock or Preferred Stock of Konnect may be
issued, and that convertible debentures or notes, bonds or other forms of
ownership cannot be authorized unless (i) both Condor and Tech agree to any
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such further issuance of shares or authorization of debt or convertible
securities, in writing, and (ii) that for each class of additional shares
issued, an equal number of shares are immediately issued for all other
classes of shares.
(d) Restriction on Transfer of Shares. The parties further agree that
neither Condor nor Tech are allowed to sell, lend, margin, assign or
encumber in any manner their shares of Konnect to any other party unless
(i) both Condor and Tech agree in writing that the other party may dispose
of their shares or (ii) if the parties do not agree with the other parties
disposition or encumbrance of their shares, the disapproving company has
one hundred and twenty (120) days in which either (i) match any offer which
was made for the parties shares or (ii) if no other offer exists, each
party make an offer for said shares based on (Condor offering) a standard
rate of return on investment of thirty-eight percent (Tech offering) a
price based on ten times net profits.
(e) Additional capitalization. In the event that capital requirements
exceed the funding obligations of Condor as set forth in section 4(a)(iv)
and that the board of directors of Condor does not approve any additional
capital investment in excess of the amounts based on the pro-forma
financials mutually agreed to by both parties, the board of directors of
Konnect shall be allowed to use their discretion at pursuing alternative
methods of financing subject to the compliance of the terms and conditions
contained within this Agreement.
(f) Konnect Board of Directors.
(i) At all times the board of directors shall have equal
representation from each of the respective parties of this Agreement,
with no "casting vote" provision allowed, and
(ii) It is not a requirement that a board member of Konnect
necessarily be a board member of either Condor or Tech, and
(iii) Except for the initial board members appointed as a result of
this Agreement, election of new members shall be through the submittal
by Condor and Tech of their respective candidate(s) who will then be
approved or disqualified by the current sitting board, with such
approval not to be unduly withheld, and
(iv) The initial board of directors of Konnect shall be:
Mr. Aschwanden (Ruedi) Director
Mr. Battista (W. Patrick) Director
Mr. Gahr (Lee E.) Director
Mr. Kunz (Tilo) Director
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(f) Konnect Executive Officers. The initial executive officers of
Konnect shall be as follows:
Chairman Lee E. Gahr
President / CEO Tilo Kunz
Vice-President Marketing W. Patrick Battista
Vice-President of Technologies Ruedi Aschwanden
Treasure / CFO Lee E. Gahr
Secretary Lee E. Gahr
(g) Bank Signatories. The initial signatories authorized to sign upon
Konnect bank accounts, authorized to sign contracts or other corporate
obligations of Konnect shall be both of:
Lee E. Gahr and Tilo Kunz
In the event that either or both of the above named signatories are
incapacitated or are no longer capable of performing their duties, a
board member respective of each others company may become the
signatory on their behalf, and
(h) Board Powers. Subject to the powers of the board of directors as
set forth in the Certificate of Incorporation as amended and the Buy-laws
of Konnect, the board of directors of Konnect shall be responsible for all
budgets, expenditures, and revenues of the Company, acting in accordance
with the pro-forma mutually agreed to by both parties which financial plans
and operational intent of the enterprise are clearly defined, and
(i) Distribution of revenues and assets. The distribution of revenues
shall be as follows: (a) distribution of revenues generated shall be
distributed as per the pro-forma mutually agreed to by both parties and,
(b) with revenues generated from royalties received, sale or liquidation of
assets, the distribution shall be determined by the board of directors of
Konnect on a case-by-case basis for each project resident within Konnect.
1.2. Termination of Joint Venture
6. This joint venture shall commence on execution of this Agreement and
shall continue until:
(a) Tech is unable to satisfy their obligations as stated in section
4(b), within ninety (90) days of commencement, or
(b) Condor is unable to satisfy their obligation as stated in section
4(a)(ii) within fourteen (14) days of commencement, or
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(c) Condor is unable to satisfy their obligation as stated in section
4(a)(iii), or
6.1 Termination after the initial investment by Condor.
(a) In the event that Condor is unable to fulfill its' obligations as
stated within section 4(a)(ii) and section 4(a)(iii), Tech shall reserve
the right to purchase Condor's preferred shares for the amount of seven
hundred thousand United States dollars (US$700,000.00), and
(b) In the event that Tech is unable to fulfill its' obligations as
stated within section 4(b)(i), section 4(b)(ii), section 4(b)(iii), and
section 4(b)(iv), within ninety (90) days of commencement, Condor shall
have the right, subject to the approval of the board of directors of both
Condor and Konnect, to modify the conditions based on a pro-forma mutually
agreed to by both parties, request suitable concessions or a waiver of
subject of this Agreement.
1.3. General Provisions
7.1 Notices: Any notices to be given by either party to the other shall be
in writing and may be transmitted either by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement, but each party may change that address
by written notice in accordance with this section. Notices delivered personally
shall be deemed communicated as of the date of actual receipt. Mailed notices
shall be deemed communicated as of five (5) days after the date of mailing.
7.2 Attorneys' Fees and Costs: If this Agreement gives rise to a lawsuit or
other legal proceeding between any of the parties hereto, the prevailing party
shall be entitled to recover court costs, necessary disbursements (including
expert witnesses' fees) and reasonable attorneys' fees, in addition to any other
relief such party may be entitled.
7.3 Entire Agreement: This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto and contains
all of the covenants and agreements between the parties with respect to this
Agreement in any manner whatsoever. Each party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding.
7.4 Modifications: Any modification of this Agreement will be effective
only if it is in writing signed by the party to be charged.
7.5 Effect of Waiver: The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this Agreement by
the other party shall not be deemed a waiver of that term, covenant, or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.
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7.6 Partial Invalidity: If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
7.7 Law Governing Agreement: This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
7.8 Jurisdiction/Venue: Jurisdiction and venue for any dispute arising out
of this Agreement shall be exclusively in the County of San Diego, State of
California.
7.8 Construction: If any construction is to be made of any provision of
this Agreement, it shall not be construed against either party on the ground
such party was the drafter of the Agreement or any particular provision.
7.9 Time: Time is of the essence in this Agreement.
7.10 Corporate Authorization: If any signatory of this Agreement is a
corporation, said signatory represents and warrants that this Agreement and the
undersigned's execution of this Agreement have been duly authorized and approved
by the corporation's Board of Directors. The undersigned officers and
representatives of the corporation(s) executing this Agreement on behalf of the
corporation(s) represent and warrant they are officers of the corporation(s)
with full authority to execute this Agreement on behalf of the corporation(s).
IN WITNESS WHEREOF, the undersigned have executed this Agreement, effective
as of the date first above written.
CONDOR CAPITAL INC.
/S/ Lee E. Gahr /S/ W. Patrick Battista
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By: Lee E. Gahr By: W. Patrick Battista
Its: President / CEO Its: Secretary
3/22/00 Vancouver, B.C. 3/22/00 Vancouver, B.C.
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Date and Place Date and Place
TECH-CATALYST VENTURES INC.
/S/ Henk J. Offers /S/ Tilo Kunz
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By: Henk J. Offers By: Tilo Kunz
Its: President Its: Director
Vancouver, B.C. 3/22/00 3/22/00 Vancouver, B.C.
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Date and Place Date and Place
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