UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Solitron Devices, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
834 25 6208
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(CUSIP Number)
John Farina, Esq.
Boyes & Farina
Centurion Plaza
1601 Forum Place, Suite 900
West Palm Beach, Florida 33401
Phone: (561) 697-9393
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 11, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
SCHEDULE 13D
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CUSIP No. 834 25 6208 Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS John Farina as Trustee of the John Stayduhar
Revocable Trust
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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7 SOLE VOTING POWER 427,848
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 427,848
PERSON WITH
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 427,848 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.7%
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14 TYPE OF REPORTING PERSON* OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $.01 per
share ("SODI Common Stock"), of Solitron Devices, Inc., a Delaware corporation
("SODI" or the "Issuer"). The principal executive offices of SODI are located at
3301 Electronics Way, West Palm Beach, Florida 33407.
Item 2. Identity and Background
a. This Schedule 13D is being filed by John Farina on behalf of
the John Stayduhar Revocable Trust U/A/D January 11, 2001
(the "Trust").
b. The Trust may be reached:
c/o John Farina, Esq.
Boyes & Farina
Centurion Plaza
1601 Forum Place, Suite 900
West Palm Beach, Florida 33401
c. John Farina is an attorney at the law firm of Boyes & Farina
located at Centurion Plaza, 1601 Forum Place, suite 900, West
Palm Beach, Florida 33401.
d. Not applicable.
e. Not applicable.
f. U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
See response to Item 4 below.
Item 4. Purpose of Transaction
This Schedule 13D is being filed as a result of the execution and
delivery of the Declaration of Trust dated January 11, 2001. The 427,848 shares
of SODI Common Stock (the "Shares") that are the subject of this Schedule 13D
were originally acquired from the Issuer by John Stayduhar pursuant to a
Settlement Agreement dated April 11, 2000, as amended by Amendment One to such
Settlement Agreement, dated July 28, 2000. The Shares were subsequently
deposited into the Trust for the benefit of John Stayduhar and Boyes & Farina,
P.A.
The undersigned does not have any present plans or proposals
relating to or that would result in: (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including, but not limited to, any plans or proposals to change
the number
Page 3 of 5
or the term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's corporate structure or business;
(g) any change in the Issuer's certificate of incorporation or by-laws, as
amended, or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or (j) any action similar to those enumerated above.
The foregoing descriptions of the Declaration of Trust dated January
11, 2001, the Settlement Agreement dated April 11, 2000 by and between John
Stayduhar, Solitron/Vector Microwave Products, Inc. and HCG Technologies, Inc.,
as amended by Amendment One to Settlement Agreement, dated July 28, 2000, are
qualified in their entirety by reference to such instruments, which are filed as
exhibits to this Schedule 13D and are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
a.-b. As of January 11, 2001, John Farina, as trustee of the Trust,
beneficially owned the Shares, which represent 20.7% of the
outstanding shares of SODI, based on the shares outstanding as of
August 31, 2001 (as reported in the Issuer's FORM 10-QSB filed with
the SEC on October 3, 2001). John Farina has sole voting and
investment power with respect to the Shares.
c. Not applicable.
d. Not applicable.
e. Not applicable.
Item 6. Contacts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
See response to Item 4 above.
Item 7. Material to be Filed as Exhibits
A. Declaration of Trust dated January 11, 2001.
B. Settlement Agreement dated April 11, 2000 by and between John
Stayduhar, Solitron/Vector Microwave Products, Inc. and HCG
Technologies, Inc., as amended by Amendment One to Settlement
Agreement, dated July 28, 2000.
Page 4 of 5
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: November 29, 2001
/s/ John Farina
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John Farina, Trustee of the John Stayduhar
Revocable Trust
Page 5 of 5
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-1-of-13-
DECLARATION OF TRUST
I, JOHN STAYDUHAR, of Palm Beach County, Florida (hereinafter
"Grantor"), have transferred to JOHN FARINA, as Trustee, the property listed on
the attached Schedule "A," and I declare that the Trustee hold that property and
all investments and reinvestments thereof and additions thereto (hereinafter
"trust estate") upon the following trusts:
ARTICLE I
NAME
This Trust shall be known as the JOHN STAYDUHAR REVOCABLE TRUST.
ARTICLE II
INITIAL AND SUCCESSOR TRUSTEE
The initial and sole Trustee of this Trust shall be JOHN FARINA. In the
event JOHN FARINA is unable or unwilling to serve in this capacity, then the
Successor Trustee shall be WILLIAM E. BOYES.
Any Trustee may resign at any time by written notice to all
beneficiaries then entitled to receive or have the benefit of the income from
the Trust. Such resignation shall not take effect unless and until a Successor
Trustee is appointed to act in the Trustee's place. Upon the acceptance of the
appointment by any Successor Trustee, the Trustee shall pay over, deliver and
assign or convey to the Successor Trustee all of the Trust property and make
full and proper accounting to the beneficiary or beneficiaries then entitled to
receive or have the benefit of the income from the Trust, whereupon the Trustee
shall have no further responsibility.
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-2-of-13-
Except as provided herein, in the case of the death, resignation,
refusal or inability to act of any Trustee acting or appointed to act hereunder,
the beneficiary or a majority in interest of the beneficiaries then entitled to
receive or have the benefit of the income from the Trust shall appoint a
Successor Trustee. If for any reason an appointment of a Successor Trustee is
not made by the beneficiary or beneficiaries as provided in the preceding
sentence, the Trustee shall appoint the Successor Trustee.
Every Successor Trustee shall have all the powers and fiduciary power
of discretion vested in the originally named Trustee. No Successor Trustee shall
be personally liable for any act or omission of any predecessor Trustee. With
the approval of the beneficiary or a majority in interest of the beneficiaries
then entitled to receive or have the benefit of the income from the Trust, a
Successor Trustee may accept the account rendered and the property received as a
full and complete discharge to the predecessor Trustee without incurring any
liability for doing so. The acceptance of a Successor Trustee to act in such
capacity shall be construed as no more than an acceptance of the terms of this
Trust Agreement as they apply to the rights, powers, duties and obligations of
said Successor Trustee, and it shall in no way be construed to mean an
acceptance, ratification or approval of any of the acts or omissions of the
predecessor Trustee.
No Trustee whenever or wherever acting shall be required to give bond
or surety or be appointed by or account for the administration of any Trust to
any court. No statute with respect to underproductive property shall apply to
any Trust created under this Trust Agreement.
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-3-of-13-
ARTICLE III
ADMINISTRATION AND DISTRIBUTION OF TRUST
The Trustee shall hold, manage, invest and reinvest the Trust property
for the benefit of the Grantor, JOHN STAYDUHAR, and the law firm of BOYES &
FARINA, P.A., as follows:
SECTION 1 -- TRUST FOR JOHN STAYDUHAR. Two-thirds (2/3) of the Trust
estate shall be set aside as a separate Trust (hereinafter "Stayduhar's Trust").
The Trustee shall hold, manage, invest and reinvest Stayduhar's Trust for the
benefit of the Grantor, JOHN STAYDUHAR. All income earned from Stayduhar's Trust
shall be paid to the Grantor in convenient installments. The Trustee shall also
pay such sums of principal from Stayduhar's Trust to the Grantor as the Grantor
shall direct in writing to the Trustee.
SECTION 2 -- TRUST FOR BOYES & FARINA, P.A. One-third (1/3) of the
Trust estate shall be set aside as a separate Trust (hereinafter "B&F's Trust").
The Trustee shall hold, manage, invest and reinvest B&F's Trust for the benefit
of BOYES & FARINA, P.A. All income earned from B&F's Trust shall be paid to
BOYES & FARINA, P.A. in convenient installments. The Trustee shall also pay such
sums of principal from B&F's Trust to BOYES & FARINA, P.A., as any officer of
that professional association shall direct in writing to the Trustee.
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DECLARATION OF TRUST
JOHN STAYDUHAR
Page-4-of-13-
ARTICLE IV
ADMINISTRATIVE PROVISIONS
The following provision shall apply to the trust estate and to each
Trust under this Trust Agreement:
SECTION 1 -- COMMON FUND. For convenience of administration or
investment, the Trustee may hold the several Trusts as a common fund, dividing
the income proportionately among them, assign undivided interests to the several
Trusts, and make joint investments of the funds belonging to them. The Trustee
may consolidate and separate Trust with any other Trust with similar provisions
for the same beneficiary or beneficiaries.
SECTION 2 -- POWERS. The Trustee shall hold, manage, care for and
protect the Trust property and shall have the following powers and, except to
the extent inconsistent herewith, those now or hereafter conferred by law:
(a) To retain any property originally constituting the Trust
or subsequently added thereto, although not of a type, quality and marketability
or diversification considered proper for trust investments;
(b) To invest and reinvest the trust estate in bonds, stocks,
mortgages, notes, options, limited partnership interests or other property of
any kind, real or personal, domestic or foreign, suitable for the investment of
trust funds;
(c) To cause any property, real or personal, belonging to the
Trust to be held or registered in the Trustee's name or in the name of a nominee
or in such other form as the Trustee deems best without disclosing the trust
relationship;
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-5-of-13-
(d) To vote in person or by general or limited proxy or
refrain from voting, any corporate securities for any purpose, except that any
security as to which the Trustee's possession of voting discretion would subject
the issuing company or the Trustee to any law, rule or regulation adversely
affecting either the company or the Trustee's ability to retain or vote company
securities, shall be voted as directed by the beneficiaries then entitled to
receive or have the benefit of the income from the Trust;
(e) To lease Trust property for any period of time though
commencing in the future or extending beyond the term of the Trust;
(f) To borrow money from any lender, including a Trustee
hereunder individually or a parent or affiliate company, to extend or renew any
existing indebtedness, and to mortgage or pledge any property in the Trust;
(g) To sell at public or private sale, contract to sell,
convey, exchange, transfer and otherwise deal with the Trust property and any
reinvestments thereof, and to sell covered options for such price and upon such
terms as the Trustee sees fit; the Trustee shall provide the Grantor with thirty
(30) days' written notice prior to the sale of any Trust property, unless the
Grantor waives this requirement in writing;
(h) To employ agents, attorneys and proxies and to delegate to
them such powers as the Trustee considers desirable;
(i) To compromise, contest, prosecute or abandon claims in
favor of or against the Trust;
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-6-of-13-
(j) To distribute income and principal in cash or in kind, or
partly in each, and to allocate or distribute undivided interests or different
assets or disproportionate interests in assets, and no adjustment shall be made
to compensate for a disproportionate allocation of unrealized gain for Federal
Income Tax purposes; to value the Trust property and to sell any part or all
thereof in order to make allocation or distribution; no action taken by the
Trustee pursuant to this paragraph shall be subject to question by any
beneficiary;
(k) To establish out of income and credit to principal
reasonable reserves for depreciation, obsolescence and depletion;
(l) To distribute income and principal to the beneficiaries
then entitled to receive or have the benefit of income from the Trust, at their
request, for reasonable monthly allowances, payment of debts, travel and
vacation expenses, and any other costs or expenses to sustain the lifestyle to
which they have grown accustomed; to purchase automobiles, residences, or any
other property at the request of the income beneficiaries; and to make gifts at
the request of the income beneficiaries;
(m) To perform other acts necessary or appropriate for the
proper administration of the Trust, execute and deliver necessary instruments
and give full receipts and discharges;
(n) To disclaim, in whole or in part, any interests in
property for any reason, including but not limited to concern that such property
could cause potential liability under any federal, state or local environmental
law;
(o) To set aside as a separate trust, to be held and
administered upon the same terms as those governing the remaining Trust
property, any interests in property for any reason,
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-7-of-13-
including but not limited to a concern that such property could cause potential
liability under any federal, state or local environmental law;
(p) No Trustee shall be liable for any loss or depreciation in
value sustained by the Trust as a result of the Trustee retaining any property
upon which there is later discovered to be hazardous materials or substances
requiring remedial action pursuant to any federal, state, or local environmental
law, unless the Trustee contributed to the loss or depreciation in value through
willful default, willful misconduct or gross negligence;
SECTION 3 -- SMALL TRUST TERMINATION AND PERPETUITIES SAVINGS. The
Trustee may in his discretion terminate and distribute any Trust hereunder if
the Trustee determines that the costs of continuance thereof will substantially
impair accomplishment of the purposes of the Trust. The Trustee shall terminate
and forthwith distribute any Trust created hereby, or by exercise of a power of
appointment hereunder, and still held twenty-one (21) years after the death of
the last to die of the Grantor and the beneficiaries in being at the death of
the Grantor. Distribution under this Section shall be made to the persons then
entitled to receive or have the benefit of the income from the Trust in the
proportions in which they are entitled thereto, or if their interests are
indefinite, then in equal shares.
SECTION 4 -- TRUSTEE'S ACCOUNTING. The Trustee shall render an account
of the Trustee's receipts and disbursements and a statement of assets at least
annually to each adult beneficiary then entitled to receive or have the benefit
of the income from the Trust. The Trustee may, but shall not be required to,
prepare and file accountings with any Court. Prior to delivering all of the
property of any Trust hereunder to a successor Trustee or to making any
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-8-of-13-
partial or complete distribution of Trust property, the Trustee may require an
approval of its accounting either by a release and discharge by the beneficiary
or beneficiaries of any such Trust or by a Court of competent jurisdiction. All
of the Trustee's fees and expenses (including reasonable attorney's fees)
attributable to any such accounting and approval shall be paid by such Trust.
SECTION 5 -- INDEMNIFICATION OF TRUSTEE. Any Successor Trustee shall be
indemnified and held harmless from and against any and all claims, demands,
losses, liabilities, damages and expenses which may be sustained at any time
because of any act or omission occurring before the date the Trust property was
received by said Successor Trustee. Any Successor Trustee is expressly relieved
of any duty or responsibility to audit or review the actions or accounts of its
predecessor, and it is relieved from any liability for the acts or omissions of
its predecessor.
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DECLARATION OF TRUST
JOHN STAYDUHAR
Page-9-of-13-
ARTICLE V
RULES OF INTERPRETATION
AND GOVERNING LAW
Unless otherwise clearly indicated, the masculine shall be deemed to
include the feminine and the neuter, the feminine shall be deemed to include the
masculine and the neuter, the singular includes the plural, and the plural
includes the singular.
The law of Florida shall govern the validity and interpretation of the
provisions of this Trust Agreement.
ARTICLE VI
ADDITIONS
The Grantor or any other person may transfer or devise property, or
make the proceeds under policies of life insurance and employee benefit plans
payable, to the Trustee to be held under this Agreement and may designate the
Trust to which the property or proceeds shall be added.
ARTICLE VII
RIGHT TO REVOKE
The Grantor may at any time or times during his lifetime, by instrument
in writing delivered to the Trustee, amend or revoke this Agreement in whole or
in part. This power is personal to the Grantor and may not be exercised by the
Grantor's guardian, attorney in fact or others.
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-10-of-13-
IN WITNESS WHEREOF, I, JOHN STAYDUHAR, hereby sign, seal, publish and
declare this instrument to be my Trust Agreement, said Agreement having been
prepared and reviewed by me and consisting of thirteen (13) pages, and I have
signed my name in the presence of the persons witnessing this Trust Agreement,
at my request, this 11th day of January, 2001, at West Palm Beach, Palm Beach
County, Florida.
/s/ John Stayduhar
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JOHN STAYDUHAR, Grantor
The above and foregoing instrument consisting of these thirteen (13)
pages, along with the self proving page immediately following, was signed,
sealed, declared and published by JOHN STAYDUHAR, as and for his Trust
Agreement, in the presence of us, the undersigned, who at his special instance
and request, do attest as witnesses after said Grantor signed his name thereto,
and in the presence of each other, and in his presence this 11th day of January,
2001.
/s/ John P. Morrissey of North Palm Beach, FL
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WITNESS
/s/ Donna French of Lake Worth, FL
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WITNESS
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-11-of-13-
SELF PROOF OF TRUST AGREEMENT
STATE OF FLORIDA )
) ss:
COUNTY OF PALM BEACH )
WE, JOHN STAYDUHAR, John P. Morrissey, and Donna French, the Grantor
and the witnesses, respectively, whose names are signed to the attached or
foregoing instrument, having been sworn, declared to the undersigned officer
that the Grantor, in the presence of the witnesses, signed the instrument as his
Trust Agreement, that he signed, and that each of the witnesses, in the presence
of the Grantor and in the presence of each other, signed this Trust Agreement as
a witness.
/s/ John Stayduhar
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GRANTOR
/s/ John P. Morrissey
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WITNESS
/s/ Donna French
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WITNESS
Sworn to and subscribed before me by JOHN STAYDUHAR, the Grantor, and
John P. Morrisey and Donna French, the witnesses, on this 11th day of January,
2001, all of whom personally appeared before me, JOHN STAYDUHAR is personally
known to me or produced _____________________ as identification. John P.
Morrisey and Donna French are personally known to me.
/s/ Judy A. Miller
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NOTARY PUBLIC
My Commission Number:
My Commission Expires:
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-12-of-13-
IN WITNESS WHEREOF, I, JOHN FARINA, hereby accept the foregoing Trust
Agreement, said Agreement consisting of nineteen (13) pages, and I have signed
my name in the presence of the persons witnessing this Trust Agreement, at my
request, this 11th day of January, 2001, at West Palm Beach, Palm Beach County,
Florida.
/s/ John Farina
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JOHN FARINA, Trustee
The above and foregoing instrument consisting of these thirteen (13)
pages, was signed, sealed, declared and published by JOHN FARINA, as Trustee, in
the presence of us, the undersigned, who at his special instance and request, do
attest as witnesses after said Trustee signed his name thereto, and in the
presence of each other, and in his presence this 11th day of January, 2001.
/s/ Donna French of Lake Worth, FL
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WITNESS
/s/ John P. Morrissey of North Palm Beach, FL
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WITNESS
DECLARATION OF TRUST
JOHN STAYDUHAR
Page-13-of-13-
SELF PROOF OF TRUST AGREEMENT
STATE OF FLORIDA )
) ss:
COUNTY OF PALM BEACH )
WE, JOHN FARINA, Donna French, and John P. Morrissey, the Trustee and
the witnesses, respectively, whose names are signed to the attached or foregoing
instrument, having been sworn, declared to the undersigned officer that the
Trustee, in the presence of the witnesses, signed the instrument as Trustee of
the Trust Agreement, that he signed, and that each of the witnesses, in the
presence of the Trustee and in the presence of each other, signed this Trust
Agreement as a witness.
/s/ John Farina
---------------------------------
JOHN FARINA, Trustee
/s/ Donna French
---------------------------------
WITNESS
/s/ John P. Morrissey
---------------------------------
WITNESS
Sworn to and subscribed before me by JOHN FARINA, the Trustee, and
Donna French, and John P. Morrissey, the witnesses, on this 11th day of January,
2001, all of whom personally appeared before me, and all of whom are personally
known to me.
/s/ Judy A. Miller
--------------------------------
NOTARY PUBLIC
My Commission Number:
My Commission Expires:
SCHEDULE A
Solitron Devices, Inc. Stock Certificate No. SD 8620 which represents
253,848 shares of common stock.
Solitron Devices, Inc. Stock Certificate No. _________ which represents
174,000 shares of common stock.
Settlement Agreement/04.11.00
SETTLEMENT AGREEMENT
THIS AGREEMENT ("Agreement") made this 11th day April, 2000 by and
among JOHN STAYDUHAR ("Stayduhar"), SOLITRON/VECTOR - MICROWAVE PRODUCTS, INC.
n/k/a SV Microwave, Inc. ("SVMP") and HCG TECHNOLOGIES, INC. ("HCGT").
Stayduhar, SVMP and HCGT may herein collectively be referred to as the
"Parties."
W I T N E S S E T H:
WHEREAS the Parties are all parties to that litigation styled John
Stayduhar, Plaintiff v. Vector Trading and Holding Corporation, Defendant; John
Stayduhar, Plaintiff-in-Execution v. Vector Trading and Holding Corporation,
Defendant-in-Execution v. Solitron Devices, Inc., Solitron/Vector Microwave
Products, Inc., lnversiones Globales, and Howard White, Third Party Defendants;
John Stayduhar, Plaintiff-in-Execution v. HCG Technologies, Inc., Third Party
Defendant, Case No. CL-93-6850 AO, pending in the Circuit Court of the Fifteenth
Judicial Circuit in and for Palm Beach County, Florida (the "Lawsuit"), wherein
Stayduhar is the Plaintiff-in-Execution, and SVMP and HCGT are Third Party
Defendants in that supplementary proceeding;
WHEREAS, SVMP and HCGT have made an Offer of Judgment pursuant to
Section 768.79, Florida Statutes to Stayduhar;
WHEREAS, the Parties wish to settle their dispute on the terms set out
below, and agree that this Agreement is being executed for the purposes of
settlement of disputed
Page 1 of 9
Settlement Agreement/04.11.00
claims, with nothing contained in this Agreement to be deemed, or in any way
construed, to be an admission of any liability by any of the Parties to this
Agreement;
WHEREAS, the Parties have each consulted with their legal counsel
regarding their rights with respect to the disputes between the Parties and
believe it is in their mutual best interests to reach an amicable resolution
with respect to certain past, present or future claims or potential claims;
NOW THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged
by each of the Parties hereto, Stayduhar, SVMP and HCGT hereby agree as follows:
1. Settlement Payment. SVMP and HCGT shall pay to Stayduhar the total
sum of Two Hundred Sixty Five Thousand Dollars (USD $265,000) (the "Settlement
Funds") and deliver to Solitron Devices Inc.'s transfer agent in accordance with
the instructions described below, 125,000 shares of common stock of Solitron
Devices, Inc. (the "Solitron Stock"), as such stock is described in that certain
Agreed Order Resolving Reorganized Debtor's Motion To Enforce Restrictions on
Shares Issued to Vector (attached hereto as Attachment 1). One Hundred Seventy
Five Thousand Dollars ($175,000.00) of the Settlement Funds shall be paid
thirty-five (35) calendar days from the date that Stayduhar delivers to counsel
for SVMP and HCGT, Traci H. Rollins, Steel Hector & Davis LLP of 1900 Phillips
Point West, 777 So. Flagler Drive, West Palm Beach, Florida 33401, the executed
SVMP/HCGT Judgment (as defined below). The One Hundred Seventy Five Thousand
Dollars ($175,000.00) shall be remitted to Stayduhar in the form of a check made
payable to the order of "Boyes & Farina, P.A. Trust Account," whereupon the
Page 2 of 9
Settlement Agreement/04.11.00
Settlement Documents (as defined below) shall be immediately effective,
delivered and released to the Parties. SVMP and HCGT shall cause the Solitron
Stock to be reissued in accordance with written instructions to be provided by
Stayduhar. A Promissory Note executed by SVMP representing the balance of the
Settlement Funds, Ninety Thousand Dollars ($90,000) (attached hereto as
Attachment 2), shall be delivered to Stayduhar concurrent with payment of the
One Hundred Seventy Five Thousand Dollars ($175,000.00) as provided herein. The
Parties agree that the terms of this Agreement, and payment of the Settlement
Funds shall be inclusive of all claims to and against the stock of SVMP, the
Non-Negotiable Promissory Note dated December 3, 1998 from HCG Technologies,
Inc. to Inversiones Globales, S.A. and for damages, costs, expenses and
disbursements that might otherwise be sought by Stayduhar or Stayduhar's counsel
against SVMP and/or HCGT.
2. The SVMP/HCGT Judgment. Stayduhar agrees that in accordance with
Section 768.79, Florida Statutes, he accepts the offer of judgment made by SVMP
and HCGT, and accordingly, will seek entry of the judgment against SVMP and HCGT
(the "SVMP/HCGT Judgment") in the form attached hereto as EXHIBIT "A", by filing
a motion in the form of EXHIBIT "B". The motion will be filed simultaneous with
the execution of this Agreement and shall be noticed for hearing on the Uniform
Motion Calendar to occur no later than seven calendar days hereafter.
3. The Settlement Documents. Stayduhar, and SVMP and HCGT, shall
duly execute and deliver each to the other an original general release in the
form attached hereto as EXHIBIT "C" AND "D", duly executed for the benefit of
each of the releasees
Page 3 of 9
Settlement Agreement/04.11.00
named therein. The Parties agree that execution of the general releases is a
material inducement for the parties to enter into this Agreement and that it
would be difficult to prove damages directly flowing from a breach of this
promise. Accordingly, the parties agree that in the event of a breach of this
promise to execute the general release, there shall be no adequate remedy at law
and the performing party shall be entitled to an injunction to enforce the terms
hereof and to specific performance hereof.
4. Warranty. Stayduhar hereby warrants that he has not heretofore
transferred or encumbered (and will not hereafter transfer to anyone other than
SVMP and HCGT or encumber) any rights, claims or causes of action he may have
against SVMP and HCGT or those releasees named in the releases in the forms
attached hereto as Exhibits "C" and "D".
5. Vector Trading and Holding Coloration. Stayduhar agrees that he will
seek entry of the judgment against Defendant-in-Execution Vector Trading and
Holding Corporation (the "Vector Judgment") in the form attached hereto as
EXHIBIT "E", by filing a motion in the form of EXHIBIT "F". The motion will be
filed and noticed for hearing as soon thereafter as reasonably possible.
6. Further Documentation and Cooperation; Right to Terminate. Stayduhar, SVMP,
and HCGT shall cooperate fully with each other, and Stayduhar and his counsel
shall use their best efforts to obtain entry of the SVMP/HCGT Judgment and the
Vector Judgment, and all of their terms. Upon request, the parties shall execute
and deliver to the other, as the case may be, any and all further documentation,
and shall take such further actions, as each other may reasonably request in
order to enforce this Agreement. SVMP
Page 4 of 9
Settlement Agreement/04.11.00
and HCGT shall have the right to withdraw from and terminate this settlement and
this Agreement if the court objects to any material aspect or term of the
SVMP/HCGT Judgment and/or the Vector Judgment (as SVMP and HCGT in their sole
discretion believes would deprive SVMP and HCGT of the benefit of the bargain
provided to them by the settlement and this Agreement), provided that SVMP and
HCGT provide Stayduhar with written notice within ten (10) days thereafter. If
SVMP and HCGT timely withdraw, this Agreement shall be of no force and effect,
and the Parties' rights and defenses shall be restored without prejudice as if
this Agreement had never been executed.
7. Binding Nature. This Agreement shall be binding upon all successors
and assigns of the respective Parties hereto. There are no third-party
beneficiaries of or to this Agreement.
8. Modification and Waiver. No provision of this Agreement shall be
amended, waived or modified except by an instrument, in writing, signed by each
of the Parties hereto.
9. Construction. The terms of this Agreement are contractual and not
merely recitals. In construing this Agreement, the singular shall include the
plural, the plural shall include the singular, and the use of any gender shall
include every other and all genders. This Agreement should not be construed more
strictly against one party than against any other, as all Parties have
contributed substantially and materially to the terms and preparation of this
Agreement. All descriptive headings of this Agreement are inserted for
convenience only and shall not affect the construction or interpretation hereof.
This Agreement may be executed in any number of counterparts, each of which,
when executed
Page 5 of 9
Settlement Agreement/04.11.00
and delivered, shall be an original, but all counterparts shall together
constitute one and the same instrument. This Agreement is to be construed and
enforced according to the laws of the State of Florida, without regard to its
conflict of law rules.
WHEREFORE, to signify their acceptance of the terms set forth herein,
the Parties have signed below effective as of the date first written above.
THIS PART LEFT INTENTIONALLY BLANK
Page 6 of 9
Settlement Agreement/04.11.00
IN WITNESS WHEREOF, the Parties have caused these presents to be
executed in their name, this 11th day of April, 2000.
Signed, sealed and delivered
in the presence of: /s/ John Stayduhar
---------------------------
JOHN STAYDUHAR
/s/
-----------------------------
Witness
/s/
-----------------------------
Witness
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 11th day of
April, 2000 by John Stayduhar, who is personally known to me [ ] or who has
produced Florida Drivers License as identification [x] and who did take an oath.
/s/ Susan F. Kessler
-------------------------------------
NOTARY PUBLIC
State of Florida
My Commission expires: Sept. 17, 2000
Susan F. Kessler
-------------------------------------
Print Name of Notary
(NOTARY SEAL)
Page 7 of 9
Settlement Agreement/04.11.00
IN WITNESS WHEREOF, the Parties have caused these presents to be
executed in their name, this 11th day of April, 2000.
SOLITRON/VECTOR MICROWAVE
PRODUCTS, INC.
Signed, sealed and delivered
in the presence of: By: /s/ W.C. Martin
----------------------------
Its: CEO
/s/
----------------------------
Witness
/s/
----------------------------
Witness
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 11th day of
April, 2000 by W. C. Martin, in his capacity as CEO of Solitron/Vector Microwave
Products, Inc., who is personally known to me [ ] or who has produced Florida
Drivers Licence as identification [x] and who did take an oath.
/s/ Susan F. Kessler
-------------------------------------
NOTARY PUBLIC
State of Florida
My Commission expires: Sept. 17, 2000
Susan F.Kessler
-------------------------------------
Print Name of Notary
(NOTARY SEAL)
Page 8 of 9
Settlement Agreement/04.11.00
IN WITNESS WHEREOF, the Parties have caused these presents to be
executed in their name, this 11th day of April, 2000.
HCG TECHNOOGIES, INC.
Signed, sealed and delivered
in the presence of: By: W.C. Martin
---------------------
Its: CEO
/s/
------------------------
Witness
/s/
------------------------
Witness
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 11th day of
April, 2000 by W. C. Martin, in his capacity as CEO of HCG Technologies, Inc.,
who is personally known to me [ ] or who has produced Florida Drivers License as
identification [x] and who did take an oath.
/s/ Susan F. Kessler
-----------------------------
NOTARY PUBLIC
State of Florida
My Commission expires: Sept. 17, 2000
Susan F. Kessler
-----------------------------
Print Name of Notary
(NOTARY SEAL)
Page 9 of 9
AMENDMENT ONE TO SETTLEMENT AGREEMENT
THIS AMENDMENT ONE TO SETTLEMENT AGREEMENT is made this 28th day of
July, 2000 between JOHN STAYDUHAR ("Stayduhar"), SOLITRON/VECTOR MICROWAVE
PRODUCTS, INC. n/k/a SV Microwave, Inc. ("SVMP"), and HCG TECHNOLOGIES, INC.
("HCGT"). Stayduhar, SVMP and HCGT may herein collectively be referred to as the
"Parties."
W I T N E S S E T H:
WHEREAS, the Parties entered into that certain Settlement Agreement
dated April 11, 2000 (the "Agreement");
WHEREAS, Stayduhar subsequently moved to set aside the Agreement and
the Parties thereafter proceeded to mediation on July 28, 2000;
WHEREAS, the Parties have settled their dispute on the terms set out
below and agree that this Amendment One to the Settlement Agreement (the
"Amendment") is being executed for purposes of settlement of disputed claims,
with nothing contained herein or in the Agreement to be deemed, or in any way
construed, to be an admission of liability by any of the Parties;
WHEREAS, the Parties have each consulted with their legal counsel
regarding their rights with respect to the disputes between the Parties and
believe it is in their mutual best interest to reach an amicable resolution with
respect to certain past, present, or future claims or potential claims;
NOW THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged
by each of
Amendment One to Settlement Agreement/7.28.00
the Parties hereto, Stayduhar, SVMP, and HCGT hereby agree that the Agreement is
amended as follows:
1. All terms not otherwise defined in this Amendment shall have the
meanings given them in the Agreement.
2. Except as amended in this Amendment, the Agreement shall remain in
full force and effect in accordance with its terms and is hereby ratified and
confirmed in its entirety.
3. Paragraph 1 is deleted in its entirety and replaced with the
following:
1. Settlement Payment. SVMP and HCGT shall pay to
Stayduhar the total sum of Four Hundred Sixty-five
Thousand Dollars (USD $465,000.00) (the "Settlement
Funds") and deliver to Solitron Devices Inc.'s
transfer agent in accordance with the instructions
described below 253,848 shares of common stock of
Solitron Devices, Inc. (the "Solitron Stock"), as
such stock is described in that certain Agreed Order
Resolving Reorganized Debtor's Motion To Enforce
Restrictions on Shares Issued to Vector (attached to
the Agreement as Attachment 1). On August 11, 2000,
Two Hundred Seventy-five Thousand Dollars
($275,000.00) shall be remitted to Stayduhar in the
form of a check made payable to the order of "Boyes &
Farina, P.A. Trust Account," whereupon the Amended
and Restated General Releases (as defined below)
shall be immediately effective, delivered and
released to the Parties. SVMP and HCGT shall cause
certificates evidencing the Solitron Stock to be
delivered accompanied by stock powers duly executed
in blank. The balance of the Settlement Funds, One
Hundred Ninety Thousand Dollars ($190,000.00) shall
be paid pursuant to that Promissory Note attached to
this Amendment as Attachment 1. The Parties agree
that the terms of this Agreement, as amended, and
payment of the Settlement Funds shall be inclusive of
all claims to and against the stock of SVMP, the
Non-Negotiable Promissory Note dated December 3, 1998
from HCG Technologies, Inc. to Inversiones Globales,
S.A. and for damages, costs, fees, expenses and
disbursements that might otherwise be sought
2
Amendment One to Settlement Agreement/7.28.00
by Stayduhar or Stayduhar's counsel against SVMP
and/or HCGT.
4. The General Releases identified in paragraph 3 and attached in form
as Exhibits C and D are deleted in their entirety and replaced with the Amended
and Restated General Release in the form attached hereto as Exhibit C-1 and D-1.
All other references in the Agreement to the General Releases shall be to the
Amended and Restated General Releases, and shall remain in full force and
effect.
5. The following paragraphs are hereby added:
Withdrawal of Motion to Set Aside Settlement.
Stayduhar shall, on or before August 1, 2000, file a
Notice of Resolution of Motion to Set Aside
Settlement, advising the Court that the Motion to Set
Aside Settlement has been resolved as between the
Parties, and that such matter may be removed from the
Court's trial docket. Stayduhar agrees that this
action is taken with prejudice and is intended to
fully dispose of the issues presented by the Motion
to Set Aside Settlement.
Disclosure and Access to Information. The Parties
represent and warrant that they have received all
information, financial, technical or otherwise, which
each deems necessary and prudent to independently,
and without reliance upon any of the Parties, make
the decision to enter into this Agreement. No Party
or other person has made any representations or
warranties, except as set forth in the Agreement and
this Amendment.
3
Amendment One to Settlement Agreement/7.28.00
IN WITNESS WHEREOF, the Parties have caused these presents to be
executed in their name, this 28th day of July, 2000.
Signed, sealed and delivered
in the presence of: /s/ John Stayduhar
----------------------------
JOHN STAYDUHAR
/s/
-----------------------
Witness
/s/
-----------------------
Witness
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 28th day of
July, 2000 by John Stayduhar, who is personally known to me [ ] or who has
produced drivers license as identification [x] and who did take an oath.
/s/ R. Monique Sutton
--------------------------------
NOTARY PUBLIC
State of Florida
My Commission expires:10/26/2002
R. Monique Sutton
--------------------------------
Print Name of Notary
(NOTARY SEAL)
4
Amendment One to Settlement Agreement/7.28.00
IN WITNESS WHEREOF, the Parties have caused these presents to be
executed in their name, this 28th day of July, 2000.
SV MICROWAVE, INC.
Signed, sealed and delivered
in the presence of: By: /s/ W.C. Martin
--------------------------
Its: President
/s/
-----------------------
Witness
/s/
-----------------------
Witness
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 28th day of
July, 2000 by W. C. Martin, in his capacity as President of SV Microwave, Inc.,
who is personally known to me [ ] or who has produced drivers license as
identification [x] and who did take an oath.
/s/ R. Monique Sutton
----------------------------------
NOTARY PUBLIC
State of Florida
My Commission expires: 10/26/2002
R. Monique Sutton
----------------------------------
Print Name of Notary
(NOTARY SEAL)
5
Amendment One to Settlement Agreement/7.28.00
IN WITNESS WHEREOF, the Parties have caused these presents to be
executed in their name, this 28th day of July, 2000.
HCG TECHNOOGIES, INC.
Signed, sealed and delivered
in the presence of: By: /s/ Bill Martin
-------------------------
Its: President
/s/
------------------------
Witness
/s/
------------------------
Witness
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 28th day of
July, 2000 by Bill Martin, in his capacity as President of HCG Technologies,
Inc., who is personally known to me [ ] or who has produced drivers license as
identification [ ] and who did take an oath.
/s/ R. Monique Sutton
---------------------------------
NOTARY PUBLIC
State of Florida
My Commission expires: 10/26/2002
R. Monique Sutton
---------------------------------
Print Name of Notary
(NOTARY SEAL)
6