|
CUSIP
No. 032092-30-6
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ValueVest
High Concentration
Master Fund, Ltd. (20-4574633)
|
||||
|
2
|
(b)
[_]
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS*
WC
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e)
[_]
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
524,336
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
524,336
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
524,336
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
||||
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
||||
|
CUSIP
No. 032092-30-6
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ValueVest
Management Company
II, LLC (47-0951956)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) [_]
(b)
[_]
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS*
n/a
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e)
[_]
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
524,336
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
524,336
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
524,336
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
||||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
||||
|
CUSIP
No. 032092-30-6
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mark
B.
Bakar
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) [_]
(b)
[_]
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS*
n/a
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e)
[_]
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of
America
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
524,336
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
524,336
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
524,336
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
||||
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
||||
|
CUSIP
No. 032092-30-6
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
Cariani
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) [_]
(b)
[_]
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS*
n/a
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of
America
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
524,336
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
524,336
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
524,336
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
||||
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
||||
|
Item
|
Description
|
|
Purchaser
|
A
new wholly owned subsidiary of Vulcan to be named "Athena Technologies"
(the "Purchaser")
|
|
Seller
|
Athena
(the "Seller")
|
|
Transaction
|
The
Purchaser will acquire from the Seller all of its existing intellectual
property, including the franchise, non-competing product manufacturing
and
private labeling rights to the name "Athena" and all of the Seller's
patents, copyrights, trademarks, trade secrets and other intangible
assets
(collectively, the "IP")
The
Seller will also enter into arrangements that will effectively
transfer to
the Purchaser the management and economic rights to all existing
licenses
of the IP in respect of which no payments are currently being made
(collectively, the "Non-Performing Licenses")
|
|
Purchase
Price
|
The
purchase price for the IP and the Non-Performing License rights
will be $7
million in cash payable at the closing and the Profits Interest
(as
defined below)
|
|
License
Back
|
At
closing, the Purchaser will grant to the Seller a non-exclusive
perpetual
royalty free license sufficient to enable the Seller to (i) continue
to
operate and expand its data systems business as currently conducted
and
(ii) retain its rights and obligations under existing licenses
of the IP
in respect of which payments are currently being made.
|
|
Initial
Capital
|
Vulcan
will agree to contribute $14 million in cash to the Purchaser,
of which $7
million will be used to acquire the IP from the Seller and the
balance
will be used to fund the Purchaser's operations
|
|
Profits
Interest
|
From
and after the closing, the Seller will have a contractual right
to receive
50% of the net income of the Purchaser (the "Profits
Interest").
The
Profits Interest will be paid annually after the completion of
the
Purchaser's annual audit to the extent there is Available Cash
(to be
defined).
If
there is not enough Available Cash to pay the Profits Interest
for any
year, the unpaid amount shall be credited to a notional account
of the
Seller (the "Profits Account") and paid as part of future annual
payments
when there is sufficient Available Cash
If
the Purchaser has a net loss in any year, 50% of such net loss
shall be
debited to the Profits Account and shall reduce the Profits Interest
for
future years
|
|
Consultation
|
The
Seller's senior management will have the right to meet regularly
with the
Purchaser and its consultants in order to discuss the Purchaser's
business, results of operations and future opportunities and
initiatives
|
|
Access
|
The
Seller shall give the Purchaser and its auditors, consultants and
advisors
access to the Seller's books, records and personnel to the extent
reasonably requested by the Purchaser in connection with the conduct
of
its business or for tax, litigation or other reasonable
purposes
|
|
Information
Rights
|
The
Purchaser shall furnish to the Seller (i) unaudited financial statements
of the Purchaser for each fiscal quarter no later than 45 days
after the
end of such quarter and (ii) audited financial statements of the
Purchaser
for each fiscal year no later than 90 days after the end of each
fiscal
year
|
|
Restrictive
Covenants
|
At
any time at which there is a credit in the Profit Account, the
Purchaser
may not declare or pay any dividends or other distributions on,
or redeem,
repurchase or otherwise acquire, any of its equity interests unless
simultaneously with such transactions the Purchaser pays to the
Seller
cash equal to the lesser of (i) the amount of such credit and (ii)
the
amount of cash received by the holders of such equity interests
in such
transactions
The
Purchaser may not consolidate, merge into or transfer all or substantially
all of its assets unless the surviving company or transferee agrees
in
writing to assume all of the Purchaser's obligations to the
Seller
The
Purchaser may not acquire any assets or liabilities or conduct
any
businesses other than those related to the IP and the Non-Performing
Licenses and the commercial exploitation thereof.
|
|
M-CAM
|
At
closing, the Purchaser will enter into an asset management agreement
with
M-CAM pursuant to which M-CAM will agree to help the Purchaser
realize the
full commercial value of the IP and to waive its rights to receive
future
payments under its existing contract with the
Seller
|