Applied Inventions Management Inc. - Letter Of Intent.TORONTO--(BUSINESS WIRE)--Feb. 1, 1996--APPLIED INVENTIONS(CANADIAN DEALING NETWORK Canadian Dealing Network (CDN)
The organized OTC market of Canada. Formerly known as the Canadian Over-the-Counter Automated Trading System (COATS), the CDN became a subsidiary of the Toronto Stock Exchange in 1991. : AIMC AIMC Associazione Italiana Maestri Cattolici (Italian Association of Catholic Teachers)
AIMC Associate of the Inner Magic Circle
AIMC Ancient Iron Motorcycle Club
AIMC Army Information Management Committee .A AIMC.B ) Applied Inventions Management Inc. ("Corporation") is pleased to announce that it has entered into a Letter of Intent to acquire all of the issued and outstanding shares of a Federally chartered non-offering Company ("Lighting") from its sole Shareholder.
Lighting imports, manufacturers, distributes, markets and sells lighting fixtures, which are sold to major lighting showrooms, wholesale electrical distributors, and home centres and department stores This is a list of department stores. In the case of department store groups the location of the flagship store is given. This list does not include large specialist stores, which sometimes resemble department stores. across Canada Across Canada was an afternoon program that formerly aired on The Weather Network. The segment ran from early 1999 until mid 2002. The show ran from 3:00PM ET until 7:00 PM ET. through independent sales agents for over 15 years. Gross revenue for the past three years (1993, 1994 & 1995) have been $7.4 Million, $6.3 Million and $4.6 Million respectively. Net profits (Loss) have been $135,000, $8,400 and ($239,000) respectively.
At Closing, the Shareholder shall exchange all the shares issued and outstanding of Lighting in exchange for:
(b) A maximum of 325,000 Preference shares ("Preference Shares") to be issued to Shareholder from the treasury of the Corporation, subject to adjustment for Net Book Value and Account Receivable account receivable
Any amount owed to a business as the result of a purchase of goods or services from it on a credit basis. Although the firm making the sale receives no written promise of payment, it enters the amount due as a current asset in its books. guarantee. The Preference Shares to be issued shall be non-voting; non-participating; convertible at any time at the option of the holder into Class "A" subordinate voting shares Voting Shares
Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors.
Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. on a one-for-one basis and if converted, are subject to a voluntary trading restriction for eighteen months from the Closing or retractable re·tract
v. re·tract·ed, re·tract·ing, re·tracts
1. To take back; disavow: refused to retract the statement.
2. at the option of the holder at $1.00 per share, at any time within 90 days after eighteen months from the Closing and subject to the trading restrictions of the Securities Act (Ontario) if converted; and shall have preferential repayment (over Class "A" and Class "B" shares) of paid up capital in the event of liquidation, winding-up or distribution of assets of the Corporation.
(c) 250,000 warrants, each warrant entitling the holder to purchase one Class "A" Share at $2.25 per share during the first twelve months from the Closing or at $3.00 per share during the next and last twelve months;
(d) an option to purchase up to 45,000 Class "A" subordinate voting shares of the Corporation at the applicable regulatory discount price permitted, expiring ten years from the date of issuance and granted pursuant to the terms of the prevailing stock option plan of the Corporation; and
(e) a guarantee by the Shareholder that all of the Accounts Receivables of Lighting are collectible within 120 days of the Closing, failing which the consideration paid by the Corporation shall be adjusted in the face amount of the un-collected Accounts Receivable 121 days after the Closing, firstly be reducing the number of Preferred Shares Preferred shares
Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. to be issued to the Shareholder for any amount less than 5 percent of the aggregate Account Receivables at Closing, and secondly by a certified cheque Noun 1. certified cheque - a check containing certification that the person who issued the check has sufficient funds on deposit to cover payment
certified check payable to Lighting by the Shareholder for the balance of such uncollected Accounts Receivable. There will be no change in control if all the Preference Shares are converted into Class "A" subordinate voting shares, on a fully diluted basis.
Current management of Lighting shall remain and the Shareholder of Lighting shall enter into a one year renewable non-compete consulting agreement with Lighting respecting his management, marketing, product development and merchandising services.
The transaction is subject to satisfactory completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. including delivery to the Corporation on or prior to March 15, 1996 of an audited financial statement of Lighting prepared in accordance with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.
Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting as at January 31, 1996 (the "Effective Date of Closing") reporting Shareholder's loan not exceeding $ 600,000.00 and net realizable book value excluding liability for Shareholder loan of Lighting not less than $ 1,200,000.00 of which not less than $ 540,000.00 thereof shall consist of cash and accounts receivable; arranging financing acceptable to the Corporation; the execution of a definitive agreement on or before February 9th, 1996; regulatory approvals, consents and/or exemptions and approvals of the respective directors and, if necessary shareholders of the Corporation and Lighting in each case in the form and substance satisfactory to each party.
It is anticipated that the effective date of the transaction shall be January 31, 1996 with a Closing date of April 15, 1996.
The Corporation is also pleased to report that the proposed transaction between its wholly-owned U.S. subsidiary, Applied Inventions Management Corp. - U.S.A. and Tour Technologies, Inc. ("TTI TTI Texas Transportation Institute
TTI Thoracic Trauma Index
TTI Transmission Time Interval
TTI Travel Time Index
TTI Travel Technology Initiative
TTI Technology Transfer Initiative
TTI Traffic and Traveller Information
TTI Technology Transfer Institute ") as reported on a previous press release dated November 30, 1995 is progressing. The parties have agreed to the terms of a definitive agreement, and the execution and delivery of the agreement is subject to the delivery by TTI of exhibits, schedules and disclosure documents no later than February 15, 1996.
The Corporation, through its wholly-owned U.S. subsidiary will acquire all of the property, assets and undertakings of TTI, as a going concern, for consideration of $300,000.00 U.S.D. to be paid and satisfied by the issuance of a maximum of 227,778 Class "A" subordinate voting shares, to be issued from the treasury of Applied Inventions Management Inc., subject to any adjustment regarding Capital Assets capital assets n. equipment, property, and funds owned by a business. (See: capital, capital account) . The closing of this transaction, subject to the receipt of the above documentation, is conditional upon compliance of any regulatory approval, consents and compliance with applicable securities legislation.
TTI, a private Montana corporation, owns Tour Information Systems ("TIS"), a development and marketing company specializing in the production and dissemination of interpretive programming. The initial focus of TIS has been to develop and market the TOURGUIDE System, a unique new interpretive product specifically designed to convey high quality interpretive programs for automobile tours.
TIS has demonstrated its ability to work effectively with the U.S. National Park Services ("NPS NPS National Park Service
NPS Naval Postgraduate School
NPS Net Promoter Score (customer management)
NPS Non-Point Source pollution
NPS Native Plant Society
NPS Norfolk Public Schools (Virginia) ") through the development of its TOURGUIDE System car audio tours for Yellowstone National Park Yellowstone National Park, 2,219,791 acres (899,015 hectares), the world's first national park (est. 1872), NW Wyo., extending into Montana and Idaho. It lies mainly on a broad plateau in the Rocky Mts., on the Continental Divide, c. and Little Bighorn Battlefield National Monument Little Bighorn Battlefield National Monument: see Little Bighorn, river; National Parks and Monuments (table). . The first TOURGUIDE program developed for Yellowstone National Park won First Place at the National Association of Interpretation's 1994 Media Awards Competition ("NAI See Network Associates. ") and second TOURGUIDE program, developed for Little Bighorn Battlefield National Monument, recently won First Place at the NAI 1995 Media Awards Competition confirming TIS commitment to provide a consistent, high quality program. A third TOURGUIDE program is currently being developed for Everglades National Park in Florida.
Applied Inventions markets and sells a patented swimming pool/spa intrusion alarm system under the name SAVE Plus. Its shares trade on the Canadian Dealer Network Inc. under the symbols "AIMC.A" or "AIMC.B".
CONTACT: Applied Inventions Management Inc.
Michael B. Stein, (416) 449-7946