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 | 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (238K)
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Agreement and Plan of Merger
By and Among
COGNOS INCORPORATED,
dimension Acquisition Corp.
and
applix, inc.
Dated as of September 4, 2007
TABLE OF CONTENTS
Page
ARTICLE I
THE OFFER
1
1.1
The Offer
1
1.2
Company Actions
4
1.3
Company Board of Directors and Committees; Section 14(f) of Exchange Act
6
1. . . .
3023620
|
Applix
As referenced in this Agreement and Plan of Merger:
applix, inc –
EX-1 2 a07-23828_3ex1.htm EX-1
Exhibit 1
Agreement and Plan of Merger
By and Among
COGNOS INCORPORATED,
dimension Acquisition Corp.
and
applix, inc .
Dated as of September 4, 2007
TABLE OF CONTENTS
Page
ARTICLE I
THE OFFER
1
1.1
The Offer
1
1.2
Company Actions
4
1.3
Company Board
_____________
APPLIX, INC – 2007 (this ?Agreement?), is by and among CognOs Incorporated, a Canadian corporation (?Parent?), DIMENSION Acquisition Corp., a Massachusetts corporation and an indirect wholly-owned Subsidiary of Parent (?Merger Sub?), and APPLIX, INC ., a Massachusetts corporation (the ?Company?). Capitalized terms used in this Agreement have the meanings set forth in Annex A.
Recitals:
WHEREAS, it is proposed that Merger Sub shall, as
_____________
?Applix, Inc – the ?Merger?) and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the ?Surviving Corporation?) under the name ?Applix, Inc .?
7
2.2 Closing. Unless this Agreement shall have been terminated pursuant to Article VII, the closing of the Merger (the ?Closing?) will take place no later than the
_____________
Applix, Inc – 613) 738-7442
with a copy to:
Kevin M. Barry
Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110
Fascimile No.: (617) 951-8736
(b) if to the Company to:
Applix, Inc .
289 Turnpike Road
Westborough, MA 01581
Attention: David C. Mahoney, President and Chief Executive Officer
Facsimile No.: (508) 366-9313
with a copy to:
Hal J. Leibowitz
Patrick J.
_____________
APPLIX, INC – the date first above-written.
COGNOS INCORPORATED
By:
/s/ ROB ASHE
Name: Rob Ashe
Title: Chief Executive Officer
DIMENSION ACQUISITION CORP.
By:
/s/ TOM MANLEY
Name: Tom Manley
Title: President
APPLIX, INC .
By:
/s/ DAVID C. MAHONEY
Name: David C. Mahoney
Title: President & CEO
49
ANNEX A
DEFINED TERMS
?Acquisition Proposal? means, other than the transactions contemplated by this Agreement,
_____________
dt 1805941
| |
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| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (238K)
Doc #3027458: Click preview link for longer preview.
Agreement and Plan of Merger
By and Among
COGNOS INCORPORATED,
dimension Acquisition Corp.
and
applix, inc.
Dated as of September 4, 2007
TABLE OF CONTENTS
Page
ARTICLE I
THE OFFER
1
1.1
The Offer
1
1.2
Company Actions
4
1.3
Company Board of Directors and Committees; Section 14(f) of Exchange Act
6
1. . . .
3027458
|
Applix
As referenced in this Agreement and Plan of Merger:
applix, inc –
EX-1 2 a07-23828_3ex1.htm EX-1
Exhibit 1
Agreement and Plan of Merger
By and Among
COGNOS INCORPORATED,
dimension Acquisition Corp.
and
applix, inc .
Dated as of September 4, 2007
TABLE OF CONTENTS
Page
ARTICLE I
THE OFFER
1
1.1
The Offer
1
1.2
Company Actions
4
1.3
Company Board
_____________
APPLIX, INC – 2007 (this ?Agreement?), is by and among CognOs Incorporated, a Canadian corporation (?Parent?), DIMENSION Acquisition Corp., a Massachusetts corporation and an indirect wholly-owned Subsidiary of Parent (?Merger Sub?), and APPLIX, INC ., a Massachusetts corporation (the ?Company?). Capitalized terms used in this Agreement have the meanings set forth in Annex A.
Recitals:
WHEREAS, it is proposed that Merger Sub shall, as
_____________
?Applix, Inc – the ?Merger?) and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the ?Surviving Corporation?) under the name ?Applix, Inc .?
7
2.2 Closing. Unless this Agreement shall have been terminated pursuant to Article VII, the closing of the Merger (the ?Closing?) will take place no later than the
_____________
Applix, Inc – 613) 738-7442
with a copy to:
Kevin M. Barry
Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110
Fascimile No.: (617) 951-8736
(b) if to the Company to:
Applix, Inc .
289 Turnpike Road
Westborough, MA 01581
Attention: David C. Mahoney, President and Chief Executive Officer
Facsimile No.: (508) 366-9313
with a copy to:
Hal J. Leibowitz
Patrick J.
_____________
APPLIX, INC – the date first above-written.
COGNOS INCORPORATED
By:
/s/ ROB ASHE
Name: Rob Ashe
Title: Chief Executive Officer
DIMENSION ACQUISITION CORP.
By:
/s/ TOM MANLEY
Name: Tom Manley
Title: President
APPLIX, INC .
By:
/s/ DAVID C. MAHONEY
Name: David C. Mahoney
Title: President & CEO
49
ANNEX A
DEFINED TERMS
?Acquisition Proposal? means, other than the transactions contemplated by this Agreement,
_____________
dt 1805945
| |
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Full Doc
| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (238K)
Doc #3027460: Click preview link for longer preview.
Agreement and Plan of Merger
By and Among
COGNOS INCORPORATED,
dimension Acquisition Corp.
and
applix, inc.
Dated as of September 4, 2007
TABLE OF CONTENTS
Page
ARTICLE I
THE OFFER
1
1.1
The Offer
1
1.2
Company Actions
4
1.3
Company Board of Directors and Committees; Section 14(f) of Exchange Act
6
1. . . .
3027460
|
Applix
As referenced in this Agreement and Plan of Merger:
applix, inc –
EX-2.1 2 a07-23179_1ex2d1.htm EX-2.1
Exhibit 2.1
Agreement and Plan of Merger
By and Among
COGNOS INCORPORATED,
dimension Acquisition Corp.
and
applix, inc .
Dated as of September 4, 2007
TABLE OF CONTENTS
Page
ARTICLE I
THE OFFER
1
1.1
The Offer
1
1.2
Company Actions
4
1.3
Company Board
_____________
APPLIX, INC – 2007 (this ?Agreement?), is by and among CognOs Incorporated, a Canadian corporation (?Parent?), DIMENSION Acquisition Corp., a Massachusetts corporation and an indirect wholly-owned Subsidiary of Parent (?Merger Sub?), and APPLIX, INC ., a Massachusetts corporation (the ?Company?). Capitalized terms used in this Agreement have the meanings set forth in Annex A.
Recitals:
WHEREAS, it is proposed that Merger Sub shall, as
_____________
?Applix, Inc – the ?Merger?) and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the ?Surviving Corporation?) under the name ?Applix, Inc .?
7
2.2 Closing. Unless this Agreement shall have been terminated pursuant to Article VII, the closing of the Merger (the ?Closing?) will take place no later than the
_____________
Applix, Inc – 613) 738-7442
with a copy to:
Kevin M. Barry
Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110
Fascimile No.: (617) 951-8736
(b) if to the Company to:
Applix, Inc .
289 Turnpike Road
Westborough, MA 01581
Attention: David C. Mahoney, President and Chief Executive Officer
Facsimile No.: (508) 366-9313
with a copy to:
Hal J. Leibowitz
Patrick J.
_____________
APPLIX, INC – the date first above-written.
COGNOS INCORPORATED
By:
/s/ ROB ASHE
Name: Rob Ashe
Title: Chief Executive Officer
DIMENSION ACQUISITION CORP.
By:
/s/ TOM MANLEY
Name: Tom Manley
Title: President
APPLIX, INC .
By:
/s/ DAVID C. MAHONEY
Name: David C. Mahoney
Title: President & CEO
49
ANNEX A
DEFINED TERMS
?Acquisition Proposal? means, other than the transactions contemplated by this Agreement,
_____________
dt 1805947
| |
| Full Doc
| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (4K)
Doc #3180234: This document is immediately available for purchase, but does not have a preview available for viewing.
3180234
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| 2006 |
Annual Report to Shareholders
Annual Report to Shareholders (234K)
Doc #2521031: Click preview link for longer preview.
Legg Mason
Investors Trust, Inc.
Investment Commentary and Annual Report to Shareholders March 31, 2006
American Leading Companies Trust
Balanced Trust
Financial Services Fund
U.S. Small-Capitalization Value Trust
LEGG MASON FUNDS
Personalized Guidance. Intelligent Choices.SM
Contents
Commentary
Investment Commentary
ii
Glossary of Index Definitions
xvi
Annual Report to Shareholders
Presidents Letter
1
American Leading Companies Trust
Managements Discussion of Fund Performance
2
Expense Example
5
Performance Information
6
Financial Statements
11
Balanced Trust
Managements Discussion of Fund Performance
22
Expense Example
25
Performance Information
26
Financial Statements
32
Financial Services Fund
Managements Discussion of Fund Performance
46
Expense Example
48
Performance Information
49
Financial Statements
54
U.S. Small-Capitalization Value Trust
Managements Discussion of Fund Performance
62
Expense Example
64
Performance Information
65
Financial Statements
70
Notes to Financial Statements
87
Report of Independent Registered Public Accounting Firm
98
Change in Independent Registered Public Accounting Firm
99
Directors and Officers
100
Board Consideration of Legg Mason American Leading Companies Trusts Investment Advisory and Management Agreement
104
Board Consideration of Legg Mason Balanced Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement
106
Board Consideration of Legg Mason Financial Services Funds Investment Advisory and Management Agreement and Sub-Advisory Agreement
108
Board Consideration of Legg Mason U.S. Small- Capitalization Value Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement
110
Glossary of Index Definitions
112
ii
Investment Commentary
American Leading Companies Trust
Market Commentary
The U.S. equity market posted strong results in the first quarter of 2006 by any measure. The S&P 500 Indexs total return of 4.2% was its best first quarter showing since 1999, while the Nasdaq had its best March quarter since 2000, and the Dow Industrials its best since 2002.
Total Returns Periods
Ending March 31, 2006
3 Months
1 Year
S&P 500 Stock Composite IndexA
+4.21
%
+11.73
%
Dow Jones Industrial AverageA
+4.24
%
+8.26
%
S&P 400 Mid-Cap IndexA
+7.63
%
+21.62
%
Russell 2000 IndexA
+13.94
%
+25.93
%
Nasdaq Composite IndexA
+6.37
%
+18.02
%
The stars of the show in the March quarter continued to be the small- and mid-cap stocks. As shown in the above table, the S&P Mid-Cap Index was up 7.63% and the Russell 2000 Index gained a mind-blowing 13.94%. Is this surge a last hurrah for small-cap relative performance, or powerful evidence that the trend has further to run? We obviously cant say for sure, but from our perspective, the valuation case for large-cap is becoming more compelling, while the valuation underpinnings are weakening in the small-cap sector. As a consequence, we believe the risk in small-caps is rising relative to large-caps.
Well get to the valuation case for large versus small stocks in a minute, but first we should note that the recent strength in small-caps may well have very little to do with relative valuation. We may instead be seeing evidence of piling on, or piling in, by the hedge funds. Many, if not most, hedge funds are trend followers. They go where the action is. Lately, the action has clearly been in small-caps. According to Albert Richards, Citigroups U.S. small-and mid-cap strategist, a representative sample of hedge funds have 59% of their assets in companies with market floats (shares outstanding less insider holdings) less than $10 billion, compared to the 28% that those companies represent of the Russell 3000 Index.
Recently, there is anecdotal evidence that investors have also been buying small-cap exchange traded funds (ETF) as a means of gaining exposure to the small-cap sector without having to choose individual stocks. The ETFs must then use their cash inflows to buy the underlying shares of the companies in their benchmark, thus adding democratically (or indiscriminately, depending how you look at it) to overall small-cap stock demand.
On a valuation basis, stocks in the Russell 2000 Index trade at 44 times 2005s earnings, compared with 18 times for the S&P 500. Within the S&P 500 itself, the bottom decile of companies (the smallest 50 by market value) trades at 20.1 times estimated 2006 earnings, while the top decile trades at a cap-weighted average of 14.4 times earnings as of the end of March.
A
See Glossary of Index Definitions on page xvi. It is not possible to invest in an index.
The Investment Commentary is not a part of the Annual Report to Shareholders.
Investment Commentary
iii
Is the P/E multiple premium currently accorded to small-cap stocks justified? Small-cap advocates think so. They argue that the largest companies in the S&P 500 are too big to grow very fast, while small-caps as a group have the opportunity to post superior growth rates for many years to come. Maybe so, but we remember when people made the exact opposite argument in 2000. Then, the conventional wisdom was that mega-caps should trade at a premium to the market because their results were more predictable and they were the primary beneficiaries of globalization. The small-caps, while admittedly cheap, were thought to warrant a discount valuation due to their greater business risk and illiquidity.
The truth is that investors views on the relative merits of small versus large-caps fluctuate over time. Since 1960, large- and small-cap stocks have traded at roughly the same average P/E multiples, with large-caps greater stability being valued about equally with small-caps probable superiority in terms of growth prospects. In our experience, investors enthusiasm for either group is heavily influenced by recent relative performance trends. Investors tend to gravitate toward groups or sectors that have been doing well, and avoid sectors that have not. Small-caps are popular now principally, in our view, because they have been going up sharply. Large-capsand especially mega-capsare unpopular because they have been performance dogs in recent years. The worm will turn, as it always does. The only question is when.
The Investment Commentary is not a part of the Annual Report to Shareholders.
iv
Investment Commentary
Investment Results
Total returns for the American Leading Companies Trust (Fund) for various periods ended March 31, 2006, are presented below, along with those of some comparative indices:
First
Quarter
2006
One
Year
Average Annual Total Returns
Through March 31, 2006
Three
Years
Five
Years
Ten
Years
Since
InceptionB
American Leading Companies
Primary Class
+1.74
%
+12.54
%
+19.16
%
+6.12
%
+9.55
%
+9.46
%
Institutional Class
+2.01
%
+13.63
%
+20.35
%
N/A
N/A
+6.54
%
S&P 500 Stock Composite Index
+4.21
%
+11.73
%
+17.22
%
+3.97
%
+8.95
%
+10.51
%
Dow Jones Industrial Average
+4.24
%
+8.26
%
+14.13
%
+4.60
%
+9.19
%
+11.53
%
Lipper Large-Cap Core FundsA
+3.94
%
+11.63
%
+15.46
%
+2.57
%
+7.31
%
+9.02
%
Lipper Large-Cap Value FundsA
+4.55
%
+11.40
%
+18.82
%
+5.11
%
+8.55
%
+10.09
%
The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information for the Primary Class please visit www.leggmasonfunds.com; for the Institutional Class please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investors shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods. Performance figures for periods longer than one year represent average annual returns.
American Leading Companies Trust had a subpar March quarter, trailing all its principal benchmarks and peer fund averages. Returns on a one, three, five-year and ten-year basis are more encouraging. American Leading Companies performance is ahead of all relevant benchmarks and peer averages over those time periods.
For the twelve months ended March 31, 2006, the leading percentage gainers in the portfolio among stocks owned for the entire period were: Phelps Dodge Corporation, Transocean Inc., Health Net Inc., Baker Hughes Incorporated, Hewlett-Packard Company, Merrill Lynch & Co., Inc., Nokia OyjADR, Anadarko Petroleum Corporation, Devon Energy Corporation and Texas Instruments Incorporated. Laggards included: Tyco International Ltd., Sara Lee
B
The inception date of the Primary Class is September 1, 1993. The inception date of the Institutional Class is June 14, 2001. Index returns are for periods beginning August 31, 1993.
The Investment Commentary is not a part of the Annual Report to Shareholders.
Investment Commentary
v
Corporation, Intel Corporation, Kimberly-Clark Corporation, Johnson & Johnson, IBM Corporation, Liberty Media Corporation, Wal-Mart Stores, Inc., Pfizer Inc. and Time Warner Inc.
On a performance contribution basis, which takes into account both price change and portfolio weighting, the leading positive contributors for the fiscal year were: Health Net Inc., Phelps Dodge Corporation, UnitedHealth Group Incorporated, Sprint Nextel Corporation and J.P. Morgan Chase & Co. The largest detractors from performance were: Tyco International Ltd., Liberty Media CorporationSeries A, Intel Corporation, IBM Corporation and Bristol-Myers Squibb Company. The two sectors which contributed most positively to the Funds relative performance for the fiscal year were commodity stocks and managed-care companies.
For the latest twelve months, we would describe portfolio activity as moderate, with turnover averaging about 20%. A complete listing of new purchases and liquidations is presented elsewhere in this report. In broad terms, during the year, we expanded the number of holdings in the portfolio by about 16%, from 57 to 66. The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd. and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of eBay Inc. and Yahoo! Inc., and additions to our holdings of Expedia Inc. and Amazon.com, Inc. We also repositioned our holdings in a number of sectors. In materials, we broadened our diversification by reducing our positions in three existing holdings to fund the purchase of U.S. Steel Corporation. In pharmaceuticals, we sold Merck & Co., Inc. and Bristol-Myers Squibb Co. to buy more Pfizer Inc. and Johnson & Johnson. In financials, we sold Fannie Mae and reduced our positions in MGIC Investment Corporation, Washington Mutual, Inc. and Lloyds TSB Group plc to buy a new position in re-insurer, XL Capital, and add to Countrywide Financial Corporation. In the consumer discretionary sector, we sold grocer Albertsonswhich is being taken overand bought Pulte Homes, Inc. and Eastman Kodak Company. Finally, we took advantage of favorable prices to reduce our portfolio weightings in energy stocks and managed-care companies. We are now underweight energy, but remain overweighted in the managed-care sector.
2521031
|
Applix
As referenced in this Annual Report to Shareholders:
Applix, Inc – Industries
7
73
Superior Essex Inc.
23
575
A
United Industrial Corporation
20
1,200
WCI Communities, Inc.
4
106
A
WesBanco, Inc.
15
479
12,051
Technology 4.4%
Applix, Inc .
6
43
A
Bell Microproducts Inc.
23
140
A
CallWave, Inc.
15
66
A
CIBER, Inc.
68
436
A
Competitive Technologies, Inc.
1
2
A
Dataram Corporation
11
64
_____________
dt 1562599
;
21st Century
As referenced in this Annual Report to Shareholders:
21st Century Insurance Group
– Energy Corporation
54
2,361
A
The Houston Exploration Company
41
2,171
A
The Oilgear Company
2
24
A
TransMontaigne Inc.
75
731
A
6,746
Financials 35.1%
21st Century Insurance Group
65
1,032
ACE Cash Express, Inc.
18
441
A
Advanta Corp.
15
501
Affirmative Insurance Holdings, Inc.
7
89
Alfa Corporation
49
841
American Equity Investment Life Holding
_____________
dt 1625609
;
Abbott Labs
As referenced in this Annual Report to Shareholders:
Abbott Laboratories
– 1. Intel Corporation
15.0%
2. Johnson & Johnson
10.0%
3. Kimberly-Clark Corporation
9.4%
4. SYSCO Corporation
9.2%
5. International Business Machines Corporation
8.9%
6. Abbott Laboratories
6.6%
7. United States Treasury Notes, 2%, 1/15/14
4.7%
8. Wal-Mart Stores, Inc.
4.5%
9. Kroger Company
4.5%
10. SLM Corporation
3.
_____________
Abbott Laboratories
– Health Care Equipment and Supplies 3.3%
Biomet, Inc.
21
753
DENTSPLY International Inc.
6
372
Kyphon Inc.
10
357
A
STERIS Corporation
15
358
1,840
Pharmaceuticals 3.3%
Abbott Laboratories
12
493
Johnson & Johnson
10
586
Teva Pharmaceutical Industries Ltd. ADR
19
786
1,865
Industrials 7.3%
Aerospace and Defense 1.5%
L-3 Communications Holdings, Inc.
_____________
Abbott Laboratories
– 550
%
5/1/13
475
452
1,388
Oil, Gas & Consumable Fuels 0.5%
Pacific Gas and Electric Company
4.200
%
3/1/11
325
306
Pharmaceuticals 0.8%
Abbott Laboratories
3.750
%
3/15/11
500
466
Road and Rail 0.8%
Union Pacific Corporation
6.625
%
2/1/08
450
459
Total Corporate Bonds and Notes
(Identified Cost $
_____________
dt 1563516
;
|
Accenture
As referenced in this Annual Report to Shareholders:
Accenture Ltd – The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd . and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of
_____________
Accenture Ltd – biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation and Accenture Ltd ., and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of
_____________
Accenture Ltd – Corporation
152
12,535
35,954
Internet Software and Services 2.5%
eBay Inc.
350
13,671
A
Yahoo! Inc.
200
6,452
A
20,123
IT Services 0.9%
Accenture Ltd .
250
7,518
Semiconductors and Semiconductor Equipment 4.0%
Applied Materials, Inc.
550
9,630
Intel Corporation
800
15,480
Texas Instruments Incorporated
200
6,494
31,604
Annual
_____________
dt 1636268
;
ATC
As referenced in this Annual Report to Shareholders:
Aftermarket Technology Corp. – Portfolio of Investments
U.S. Small-Capitalization Value Trust
March 31, 2006
(Amounts in Thousands)
Shares/Par
Value
Common Stocks and Equity Interests 97.3%
Auto and Transportation 6.8%
Aftermarket Technology Corp.
39
$
873
A
Alamo Group Inc.
8
186
American Axle & Manufacturing Holdings, Inc.
74
1,268
ArvinMeritor, Inc.
141
2,105
Asbury Automotive Group Inc.
48
947
A
_____________
dt 1617092
;
More... |
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Full Doc
| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (109K)
Doc #108600: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and between
iET ACQUISITION, LLC
and
APPLIX, INC.
Dated as of January 21, 2003
{PAGE}
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of January 21 2003, is entered
into by and between iET Acquisition, LLC, a Delaware limited liability company
("Purchaser"); and Applix, Inc., a Massachusetts corporation ("Parent") on
behalf of itself and its subsidiaries (the "Subsidiaries"). "Seller" shall refer
to each of the Parent and the Subsidiaries, jointly and severally.
R E C I T A L S
A. Seller develops, markets, licenses, supports and uses a suite
of customer relationship management ("CRM") products and software solutions
including without limitation the CRM Software and specifically excluding
business analytics software (the "Business").
B. Seller desires to sell to Purchaser substantially all of the
assets used or held for use in connection with the Business and to assign to
Purchaser substantially all of the liabilities relating to the Business, and
Purchaser desires to purchase from Seller substantially all of the assets used
or held for use in connection with the Business and to assume from Seller
substantially all the liabilities relating to the Business, in each case upon
the terms and conditions set forth in this Agreement.
A G R E E M E N T
In consideration of the foregoing recitals and the respective
covenants, agreements, representations and warranties contained herein, the
parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms. Unless otherwise defined, capitalized terms
used herein shall have the meanings set forth in Schedule 1.1 hereto.
1
{PAGE}
ARTICLE II
PURCHASE AND SALE
2.1 Assets.
(a) On the terms and subject to the conditions of this
Agreement, at the Closing (or, in the case of the German Business, at the German
Closing) , except for the Excluded Assets, as such term is defined in Section
2.1(b), Seller shall sell, assign, transfer, convey and deliver to Purchaser or
such Purchaser affiliates as Purchaser may designate, and Purchaser or its
affiliate designees shall purchase and acquire from Seller, free and clear of
all Encumbrances, all of Seller's right, title and interest in and to all of the
assets, properties, rights and claims of every type and nature, real or
personal, tangible or intangible and wherever situated, that are owned by Seller
or in which Seller has any interest of any type or nature existing at the
Closing (or, in the case of the German Business, at the German Closing) and
which are used or held for use exclusively or primarily in the Business (except
with respect to the categories below which are specifically not limited to those
assets used or held for use exclusively or primarily in the Business), together
with the goodwill associated therewith (collectively, the "Purchased Assets").
The Purchased Assets include, without limitation, all of the following:
(i) All the equipment, computers, computer
equipment, furniture, fixtures, leasehold improvements and other tangible
property used or held for use exclusively or primarily in the Business,
including without limitation those set forth on Schedule 2.1(a)(i);
(ii) All of the rights of Seller in, to and under
all Contracts set forth on Schedule 2.1(a)(ii) and any additional Contracts
108600
|
Applix
As referenced in this Asset Purchase Agreement:
APPLIX, –
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{PAGE}
Exhibit 2.1
ASSET PURCHASE AGREEMENT
by and between
iET ACQUISITION, LLC
and
APPLIX, INC.
Dated as of January 21, 2003
{PAGE}
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of January 21 2003, is
_____________
Applix, – AGREEMENT dated as of January 21 2003, is entered
into by and between iET Acquisition, LLC, a Delaware limited liability company
("Purchaser"); and Applix, Inc., a Massachusetts corporation ("Parent") on
behalf of itself and its subsidiaries (the "Subsidiaries"). "Seller" shall refer
to each of the Parent
_____________
Applix, – requests, demands and other
communications made under this Agreement shall be in writing, correctly
addressed to the recipient as follows:
If to Seller: Applix, Inc.
289 Turnpike Road
Westboro, MA 01581
28
{PAGE}
Attn: President
Facsimile No.:(508) 616-0625
with a copy to: Hale and
_____________
Applix, – Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attn: Jeffrey A. Hermanson, Esq.
Facsimile No.:(617) 526-5000
If to Purchaser: c/o Applix, Inc.
289 Turnpike Road
Westboro, Massachusetts 01581
Attn: Mike Scott
Facsimile No.:(310) 712-1863
with a copy to: c/o Platinum
_____________
APPLIX, – WITNESS WHEREOF, each of the parties has executed this Agreement as
of the date first set forth above.
"PURCHASER": "SELLER":
iET ACQUISITION, LLC APPLIX, INC.
By: /s/ Eva M. Kalawski By: /s/ Alan Goldsworthy
Name: Eva M. Kalawski Name: Alan Goldsworthy
Title: Vice President and Title:
_____________
dt 220216
;
|
 Hale and Dorr
As referenced in this Asset Purchase Agreement:
Hale and Dorr – the German Assets) (the "Closing"
or "Closing Date") shall take place at the offices of Hale and Dorr LLP, 60
State Street, Boston, Massachusetts 02109 as of 9:00 a.m. January
Hale and Dorr – MA 01581
28
{PAGE}
Attn: President
Facsimile No.:(508) 616-0625
with a copy to: Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attn: Jeffrey A. Hermanson, Esq.
Facsimile No.:(
dt 37088
|
Preview
Full Doc
| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (110K)
Doc #1118547: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and between
iET ACQUISITION, LLC
and
APPLIX, INC.
Dated as of January 21, 2003
<PAGE>
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of January 21 2003, is entered
into by and between iET Acquisition, LLC, a Delaware limited liability company
("Purchaser"); and Applix, Inc., a . . .
1118547
|
Applix
As referenced in this Asset Purchase Agreement:
APPLIX, INC – b45290apexv2w1.txt
<DESCRIPTION>EX-2.1 ASSET PURCHASE AGREEMENT
<TEXT>
<PAGE>
Exhibit 2.1
ASSET PURCHASE AGREEMENT
by and between
iET ACQUISITION, LLC
and
APPLIX, INC .
Dated as of January 21, 2003
<PAGE>
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of January 21 2003, is entered
into by and between iET
_____________
Applix, Inc – gt;
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of January 21 2003, is entered
into by and between iET Acquisition, LLC, a Delaware limited liability company
("Purchaser"); and Applix, Inc ., a Massachusetts corporation ("Parent") on
behalf of itself and its subsidiaries (the "Subsidiaries"). "Seller" shall refer
to each of the Parent and the Subsidiaries, jointly and severally.
R E
_____________
Applix, Inc – provision hereof.
11.9 Notices. All notices, requests, demands and other
communications made under this Agreement shall be in writing, correctly
addressed to the recipient as follows:
If to Seller: Applix, Inc .
289 Turnpike Road
Westboro, MA 01581
28
<PAGE>
Attn: President
Facsimile No.:(508) 616-0625
with a copy to: Hale and Dorr LLP
60 State Street
Boston,
_____________
Applix, Inc – 0625
with a copy to: Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attn: Jeffrey A. Hermanson, Esq.
Facsimile No.:(617) 526-5000
If to Purchaser: c/o Applix, Inc .
289 Turnpike Road
Westboro, Massachusetts 01581
Attn: Mike Scott
Facsimile No.:(310) 712-1863
with a copy to: c/o Platinum Equity, LLC
2049 Century Park East, Suite 2700
_____________
APPLIX, INC – SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]
IN WITNESS WHEREOF, each of the parties has executed this Agreement as
of the date first set forth above.
"PURCHASER": "SELLER":
iET ACQUISITION, LLC APPLIX, INC .
By: /s/ Eva M. Kalawski By: /s/ Alan Goldsworthy
Name: Eva M. Kalawski Name: Alan Goldsworthy
Title: Vice President and Title: President and Chief
General Counsel Executive Officer
31
&
_____________
dt 1805936
| |
Preview
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| 2001 |
Asset Purchase Agreement
Asset Purchase Agreement (94K)
Doc #1118576: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
BY AND AMONG
REAL-TIME INTERNATIONAL, INC.
VISTASOURCE, INC.
APPLIX, INC.
VERITEAM., INC.
VISTASOURCE FRANCE
VISTASOURCE GMBH
AND
VISTASOURCE UK, LTD.
DATED AS OF MARCH __, 2001
<PAGE> . . .
1118576
|
Applix
As referenced in this Asset Purchase Agreement:
APPLIX, INC – gt;ASSET PURCHASE AGREEMENT DATED 3/14/00
<TEXT>
<PAGE> 1
EXHIBIT 10.10
ASSET PURCHASE AGREEMENT
BY AND AMONG
REAL-TIME INTERNATIONAL, INC.
VISTASOURCE, INC.
APPLIX, INC .
VERITEAM., INC.
VISTASOURCE FRANCE
VISTASOURCE GMBH
AND
VISTASOURCE UK, LTD.
DATED AS OF MARCH __, 2001
<PAGE> 2
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement")
_____________
Applix, Inc – gt; 2
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered
into as of March __, 2001 by and among Real-Time International, Inc., a Delaware
corporation ("Purchaser"), Applix, Inc ., a Massachusetts corporation ("Parent")
and the following wholly owned subsidiaries of Parent: VistaSource, Inc., a
Delaware corporation, Veriteam, Inc., a Washington corporation, VistaSource
France, VistaSource GmbH and VistaSource UK,
_____________
Applix, Inc – amp; Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
Attention: Douglas A. Schaaf
Facsimile No.: (714) 979-1921
(b) If to Parent or the Company, to:
Applix, Inc .
VistaSource Incorporated
112 Turnpike Road
Westboro, Massachusetts 01581
Attention: Edward Terino
Facsimile No.: 508-616-0604
With a copy to:
Hale and Dorr LLP
60 State Street
Boston, MA
_____________
APPLIX, INC – to be executed as of the date first written above by
their respective officers thereunto duly authorized.
REAL-TIME INTERNATIONAL, INC.,
a Delaware corporation
By: _________________________________
Name: _______________________________
Title: ______________________________
APPLIX, INC .,
a Massachusetts corporation
By: _________________________________
Name: _______________________________
Title: ______________________________
VISTASOURCE, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
VERITEAM, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
-32-
<PAGE>
_____________
dt 1805937
;
|
Paul Hastings
As referenced in this Asset Purchase Agreement:
Paul, Hastings – Contracts.
-8-
<PAGE> 10
ARTICLE III
CLOSING
Section 3.1 Closing. The closing of the transaction contemplated by
this Agreement (the "Closing") will occur at the offices of Paul, Hastings ,
Janofsky & Walker LLP, 695 Town Center Drive, Costa Mesa, California at 10:00
a.m., local time, on March 31, 2001, or, if all of the conditions to
_____________
Paul, Hastings – o Parallax Capital Partners, LLC
18103 Sky Park South, Suite E2
Irvine, California 92614
Attention: President
Facsimile No.: (949) 863-3136
-28-
<PAGE> 30
With a copy to:
Paul, Hastings , Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
Attention: Douglas A. Schaaf
Facsimile No.: (714) 979-1921
(b) If to Parent or the
_____________
dt 1722698
|
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Full Doc
| 2002 |
Borrower Agreement
Borrower Agreement (66K)
Doc #1118553: Click preview link for longer preview.
EXPORT-IMPORT BANK OF THE UNITED STATES
WORKING CAPITAL GUARANTEE PROGRAM
BORROWER AGREEMENT
THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entities identified as Borrower on the signature page hereof (collectively,
the "Borrower") in favor of the Export-Import Bank of the United States ("Bank") and the institution identified as Lender on the signature page hereof
("Lender").
. . .
1118553
|
Applix
As referenced in this Borrower Agreement:
APPLIX, INC – ANY OTHER LOAN DOCUMENT.
[signature page follows]
<PAGE>
IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly
executed as of the 5th day of December, 2001.
APPLIX, INC .
By /s/ Alan Goldsworthy
-------------------------------------------
Name: Alan Goldsworthy
-----------------------------------------
Title: President and CEO
----------------------------------------
APPLIX (UK) LIMITED
By /s/ Alan Goldsworthy
-------------------------------------------
Name: Alan Goldsworthy
-----------------------------------------
Title: Director
----------------------------------------
APPLIX AUSTRALIA PTY, LTD.
By /s/
_____________
dt 1327114
;
SVB
As referenced in this Borrower Agreement:
SILICON VALLEY BANK
– McCarthy
-------------------------------------------
Name: Bruce McCarthy
-----------------------------------------
Title: Director
----------------------------------------
By /s/ Alan Goldsworthy
-------------------------------------------
Name: Alan Goldsworthy
-----------------------------------------
Title: Director
----------------------------------------
VERITEAM LIMITED
By /s/ Alan Goldsworthy
-------------------------------------------
Name: Alan Goldsworthy
-----------------------------------------
Title: Director
----------------------------------------
<PAGE>
ACKNOWLEDGED:
SILICON VALLEY BANK
By /s/ R. Bryan Jadot
-------------------------------------------
Name: R. Bryan Jadot
-----------------------------------------
Title: Vice President
----------------------------------------
<PAGE>
ANNEXES:
Annex A - Loan Authorization Agreement or Loan Authorization Notice
</TEXT>
</
_____________
dt 1392150
;
|
 BNY
As referenced in this Borrower Agreement:
Bank of New York – shall mean the rate specified in Section 5(C)
of the Loan Authorization Agreement for each category of Collateral.
"Business Day" shall mean any day on which the Federal Reserve
Bank of New York is open for business.
"Buyer" shall mean a Person that has entered into one or more
Export Orders with Borrower.
"Collateral" shall mean all property and interest in property
in
_____________
dt 1586382
|
Preview
Full Doc
| 2003 |
Change-in-Control Agreement
Change-in-Control Agreement (28K)
Doc #166175: Click preview link for longer preview.
Change-in-Control Agreement
THIS AGREEMENT by and between Applix, Inc., a Massachusetts corporation
(the "Company"), and Craig Cervo (the "Employee") is made as of April 9, 2003
(the "Effective Date").
WHEREAS, the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control of the
Company exists and that such possibility, and the uncertainty and questions
which it may raise among key personnel, may result in the departure or
distraction of key personnel to the detriment of the Company and its
stockholders, and
WHEREAS, the Company has determined that appropriate steps should be taken
to reinforce and encourage the continued employment and dedication of the
Company's key personnel without distraction from the possibility of a change in
control of the Company and related events and circumstances.
NOW, THEREFORE, as an inducement for and in consideration of the Employee
remaining in its employ, the Company agrees that the Employee shall receive the
severance benefits set forth in this Agreement in the event the Employee's
employment with the Company is terminated under the circumstances described
below subsequent to a Change in Control (as defined in Section 1.1).
1. Key Definitions.
As used herein, the following terms shall have the following respective
meanings:
1.1 "Change in Control" means an event or occurrence set forth in
any one or more of subsections (a) through (d) below (including an event or
occurrence that constitutes a Change in Control under one of such subsections
but is specifically exempted from another such subsection):
(a) the acquisition by an individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of
any capital stock of the Company if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (i) the then-outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for, convertible
into or exchangeable for common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging such security acquired
such security directly from the Company or an underwriter or agent of the
Company), (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
{PAGE}
Company or any corporation controlled by the Company, or (iv) any acquisition by
any corporation pursuant to a transaction which complies with clauses (i) and
(ii) of subsection (c) of this Section 1.1; or
(b) such time as the Continuing Directors (as defined below)
do not constitute a majority of the Board of Directors of the Company (the
"Board") (or, if applicable, the Board of Directors of a successor corporation
to the Company), where the term "Continuing Director" means at any date a member
of the Board (i) who was a member of the Board on the date of the execution of
this Agreement or (ii) who was nominated or elected subsequent to such date by
at least a majority of the directors who were Continuing Directors at the time
of such nomination or election or whose election to the Board was recommended or
endorsed by at least a majority of the directors who were Continuing Directors
at the time of such nomination or election; provided, however, that there shall
be excluded from this clause (ii) any individual whose initial assumption of
office occurred as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a person other than the
Board; or
(c) the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share exchange involving the
Company or a sale or other disposition of all or substantially all of the assets
of the Company in one or a series of transactions (a "Business Combination"),
unless, immediately following such Business Combination, each of the following
two conditions is satisfied: (i) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the
then-outstanding securities entitled to vote generally in the election of
directors, respectively, of the resulting or acquiring corporation in such
Business Combination (which shall include, without limitation, a corporation
which as a result of such transaction owns the Company or substantially all of
the Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively; and (ii)
no Person (excluding the Acquiring Corporation or any employee benefit plan (or
related trust) maintained or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly, 30% or more of the then
outstanding shares of common stock of the Acquiring Corporation, or of the
combined voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to the extent
that such ownership existed prior to the Business Combination); or
(d) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
1.2 "Change in Control Date" means the first date during the Term
(as defined in Section 2) on which a Change in Control occurs. Anything in this
Agreement to the contrary notwithstanding, if (a) a Change in Control occurs,
(b) the Employee's employment with the Company is terminated prior to the date
on which the Change in Control occurs, and (c) it is
166175
|
Applix
As referenced in this Change-in-Control Agreement:
Applix, – txt
{DESCRIPTION}EX-10.19 CHANGE-IN-CONTROL AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.19
Change-in-Control Agreement
THIS AGREEMENT by and between Applix, Inc., a Massachusetts corporation
(the "Company"), and Craig Cervo (the "Employee") is made as of April 9, 2003
(the "Effective Date").
WHEREAS,
_____________
Applix, – blank.]
9
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.
Applix, Inc.
By: /s/ David Mahoney
-----------------
David Mahoney
Title: CEO
/s/ Craig Cervo
---------------
Name: Craig Cervo
Address: 75 Independence Rd.
-------------------
Concord, MA 01742
------------------
_____________
dt 220218
;
| Craig Cervo
|
| Full Doc
| 2007 |
Confidentiality Agreement
Confidentiality Agreement (10K)
Doc #3027448: This document is immediately available for purchase, but does not have a preview available for viewing.
3027448
| | |
| Full Doc
| 2003 |
Consulting Agreement
Consulting Agreement (7K)
Doc #1118545: This document is immediately available for purchase, but does not have a preview available for viewing.
1118545
| | |
| Full Doc
| 2001 |
Consulting Agreement
Consulting Agreement (5K)
Doc #1118562: This document is immediately available for purchase, but does not have a preview available for viewing.
1118562
| | |
Preview
Full Doc
| 2002 |
Customer Agreement
Customer Agreement (76K)
Doc #148350: Click preview link for longer preview.
CUSTOMER AGREEMENT
This Firstwave Agreement (Agreement) is entered into as of this day of , 2002 (the Effective Date) is made for the purpose of establishing a relationship whereby Extreme Logic, Inc. (Extreme Logic) a Georgia corporation located at Two Concourse Parkway, Suite 500, Atlanta, GA 30328, can provide services to Firstwave Technologies, Inc., a Georgia corporation (Customer or Firstwave).
The Agreement shall be implemented through one or more Statements of Work (defined in the attached Terms and Conditions) as may be entered into by the parties from time to time in accordance with Section 2. This Agreement consists of this signature page, the Terms and Conditions attached hereto and any exhibits attached hereto, such amendments as may be entered into by the parties from time to time, and Statements of Work. In consideration of their rights and obligations under this Agreement, and intending to be legally bound, Extreme Logic and Firstwave agree to comply with the terms of this Agreement by signing below.
148350
|
Applix
As referenced in this Customer Agreement:
Applix, – San Hose, CA 95131
Toll: (800) 733-8182
Tel: (408) 965-7816
Fax: (408) 965-4653
Contact: Jane Paolucci
Email: JanePa@amdocs.com
Applix, Inc.
Applix iEnterprise v. 8.3
289 Turnpike Road
Westboro, MA 01581
Toll: (800) 8AP-PLIX
Tel: (508) 870-0300
Fax: (508)
_____________
Applix – CA 95131
Toll: (800) 733-8182
Tel: (408) 965-7816
Fax: (408) 965-4653
Contact: Jane Paolucci
Email: JanePa@amdocs.com
Applix, Inc.
Applix iEnterprise v. 8.3
289 Turnpike Road
Westboro, MA 01581
Toll: (800) 8AP-PLIX
Tel: (508) 870-0300
Fax: (508) 366-2278
Contact:
_____________
@applix. – Turnpike Road
Westboro, MA 01581
Toll: (800) 8AP-PLIX
Tel: (508) 870-0300
Fax: (508) 366-2278
Contact: Sheila Van Batenburg
Email: SvanBatenburg@applix. com
Ardexus Corporation
Ardexus MODE v. 2.2b
6300 Northwest Drive
Mississauga, Ontario L4V 1J7 Canada
Toll: (800) ARD-EXUS
Tel: (905) 673-
_____________
dt 220217
;
CareCentric
As referenced in this Customer Agreement:
CareCentric, Inc. – all Fees as set on the Signature Page. Except as expressly set forth in this Agreement, all Fees are non-refundable in nature.
(b) For each dollar actually paid by CareCentric, Inc. by September 30, 2002 for a source code license for the Software, Extreme Logic will issue Firstwave a corresponding credit for any payments hereunder.
(c) Any amounts payable hereunder
_____________
dt 1467277
;
E.piphany
As referenced in this Customer Agreement:
E.piphany, Inc. – 7.0
11545 Wills Road, Suite 102
Atlanta, GA 30004
Toll: (800) 680-6292
Tel: (678) 250-5007
Fax: (770) 752-8141
Contact: Thomas Fallucco
Email: Tfallucco@connect-care.com
E.piphany, Inc.
E.piphany E.5
1900 South Norfolk Street, Suite 310
San Mateo, CA 94403
Toll: (877) 764-4163
Tel: (650) 356-3800
Fax: (650) 356-3801
Contact: Catherine Lochead
_____________
dt 1468582
;
|
Firstwave
As referenced in this Customer Agreement:
Firstwave Technologies, Inc. – for the purpose of establishing a relationship whereby Extreme Logic, Inc. (Extreme Logic) a Georgia corporation located at Two Concourse Parkway, Suite 500, Atlanta, GA 30328, can provide services to Firstwave Technologies, Inc. , a Georgia corporation (Customer or Firstwave).
The Agreement shall be implemented through one or more Statements of Work (defined in the attached Terms and Conditions) as may be entered
_____________
FIRSTWAVE TECHNOLOGIES, INC. – Agreement by signing below.
EXTREME LOGIC INC.
Address:
Authorized Signature:
Two Concourse Parkway
Suite 500
Printed Name:
Atlanta, GA 30328
Position:
Attention:
Telephone: (770) 508-2600
Facsimile: (770) 352-0664
FIRSTWAVE TECHNOLOGIES, INC.
Address:
Overlook III, Suite 1000 Firstwave Name:
2859 Paces Ferry Road
Atlanta, GA 30339
Authorized Signature:
Printed Name:
Position:
Attention:
Telephone No.: (770) 431-1200
Facsimile No.: (770) 431-
_____________
Firstwave Technologies, Inc. – CODE LICENSE AGREEMENT
This Source Code License Agreement (Agreement) is effective as of July 26, 2002 (Effective Date) by and between Extreme Logic Inc., a Georgia corporation (Extreme Logic), and Firstwave Technologies, Inc. , a Georgia corporation (Firstwave).
A. Agreement. This Agreement consists of this Signature Page, the attached Terms and Conditions, and the attached Exhibits. In addition to terms defined elsewhere in
_____________
Firstwave Technologies, Inc. – ENTIRE UNDERSTANDING OF THE PARTIES REGARDING THIS AGREEMENT.
IN WITNESS WHEREOF, Firstwave and Extreme Logic have caused this Agreement to be executed by their duly authorized representatives.
Extreme Logic, Inc.
Firstwave Technologies, Inc.
Two Concourse Parkway
Overlook III, Suite 1000
Suite 500
2859 Paces Ferry Road
Atlanta, GA 30328
Atlanta, GA 30339
Signature
Signature
Print Name and Title
Print Name and Title
_____________
dt 1461883
;
Extreme Logic, Inc.
|
| Full Doc
| 2001 |
Employment Agreement
Employment Agreement (21K)
Doc #1118586: This document is immediately available for purchase, but does not have a preview available for viewing.
1118586
| | |
Preview
Full Doc
| 2003 |
Letter Agreement
Letter Agreement (20K)
Doc #174752: Click preview link for longer preview.
June 3, 2003
Walt Hilger
16 Autumn Lane
Natick, MA 01760
Dear Walt:
As we discussed and agreed, you are resigning from your positions as Vice
President and Chief Financial Officer of Applix, Inc. (the "Company") as well as
all other positions you hold as a director or officer of the Company and any and
all subsidiaries or affiliates of the Company effective today, June 3, 2003 (the
"Resignation Date"). To assist you in your transition from the Company, the
Company will provide you the severance benefits described in the "Description of
Severance Benefits" attached to this letter agreement (the "Agreement") as
Attachment A if you sign and return this Agreement to me, by June 3, 2003. By
signing and returning this Agreement, you will be entering into a binding
agreement with the Company and will be agreeing to the terms and conditions set
forth in the numbered paragraphs below, including the release of claims set
forth in paragraph 2. Therefore, you are advised to consult with your attorney
before signing this Agreement.
If you choose not to sign and return this Agreement, your resignation will
remain in effect but you will not receive any of the Severance Benefits. You
will, however, receive payment for any wages and unused vacation time accrued
through the Resignation Date. Also, regardless of signing this Agreement, you
may elect to continue receiving group medical insurance pursuant to the federal
"COBRA" law, 29 U.S.C. ss. 1161 et seq. You shall pay all premium costs on a
monthly basis for as long as, and to the extent that, you remain eligible for
COBRA continuation coverage. You should consult the COBRA materials to be
provided by the Company for details regarding COBRA continuation benefits. All
other benefits, including life insurance and long-term disability insurance,
will cease upon the Resignation Date in accordance with the plans.
If you choose not to sign and return this Agreement, pursuant to the Applix,
Inc. 1994 Incentive Stock Option Plan, you will have up to three months after
the Resignation Date to exercise any vested stock options you may hold pursuant
to the plan. All unvested stock options will be cancelled on the Resignation
Date.
If, after reviewing this Agreement with your attorney, you find that the terms
and conditions are satisfactory to you, you must sign and return this Agreement
to me by June 3, 2003.
The following numbered paragraphs set forth the terms and conditions that will
apply if you timely sign and return this Agreement:
1. DESCRIPTION OF SEVERANCE BENEFITS - The severance benefits to be paid
to you if you timely sign and return this Agreement are described in
the "Description of Severance Benefits" attached as Attachment A (the
"Severance Benefits").
2. RELEASE - In consideration of the payment of the Severance Benefits,
which you acknowledge you would not otherwise be entitled to receive,
you hereby fully, forever, irrevocably and unconditionally release,
remise and discharge the Company, its officers, directors,
stockholders, corporate affiliates, subsidiaries, parent companies,
174752
|
Applix
As referenced in this Letter Agreement:
Applix, – MA 01760
Dear Walt:
As we discussed and agreed, you are resigning from your positions as Vice
President and Chief Financial Officer of Applix, Inc. (the "Company") as well as
all other positions you hold as a director or officer of the Company and any and
_____________
Applix, – cease upon the Resignation Date in accordance with the plans.
If you choose not to sign and return this Agreement, pursuant to the Applix,
Inc. 1994 Incentive Stock Option Plan, you will have up to three months after
the Resignation Date to exercise any vested stock
_____________
Applix
– effect.
You further agree that during the period you are receiving Severance
Benefits, or for a minimum of 90 days (according to the Applix
Non-Compete/Non-Disclosure agreement you signed on 11/15/99) from the
Company, you shall not directly or indirectly engage (whether
_____________
Applix, – cancel or
supersede your obligations set forth in paragraph 3.
Very truly yours,
/s/ David C. Mahoney
David C. Mahoney
President and CEO, Applix, Inc.
I hereby declare that I am resigning from my positions as Vice President and
Chief Financial Officer of Applix, Inc. (the "
_____________
Applix, – President and CEO, Applix, Inc.
I hereby declare that I am resigning from my positions as Vice President and
Chief Financial Officer of Applix, Inc. (the "Company") as well as all other
positions I hold as a director or officer of the Company and any and
_____________
dt 220221
;
| Walt Hilger
|
Preview
Full Doc
| 2004 |
Purchase Agreement
Purchase Agreement (14K)
Doc #1118528: Click preview link for longer preview.
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement"), dated as of February 27,
2004, is between Applix, Inc., a Massachusetts corporation (the "Company"), and
Brad Fire (the "Buyer").
WHEREAS, the Company desires to sell and the Buyer desires to purchase
shares of common stock of the Company, $.0025 par value per share ("Applix
Common Stock"), on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth . . .
1118528
|
Applix
As referenced in this Purchase Agreement:
Applix, Inc – gt;EX-10.19 PURCHASE AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.19
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement"), dated as of February 27,
2004, is between Applix, Inc ., a Massachusetts corporation (the "Company"), and
Brad Fire (the "Buyer").
WHEREAS, the Company desires to sell and the Buyer desires to purchase
shares of common stock of the Company, $.
_____________
APPLIX, INC – document.
[Remainder of this page is intentionally blank.]
4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
APPLIX, INC .
By: /s/ Milton A. Alpern
----------------------------------
Name: Milton A. Alpern
Title: Chief Financial Officer
/s/ Brad Fire
--------------------------------------
Brad Fire
5
</TEXT>
</DOCUMENT>
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