SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2001
ULTRADATA SYSTEMS, INCORPORATED
------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
Delaware 0-25380 43-1401158
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(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
1240 Dielmann Industrial Court, St. Louis, MO 63132
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(Address of principal executive offices)
(314) 997-2250
-----------------------------
Registrant's Telephone Number
Item 2. SALE OF INTEREST IN TALON TECHNOLOGY
On December 20, 2001 Ultradata completed the sale of its interest in
Navman NZ Limited, which was formerly known as "Talon Technology Limited."
Ultradata transferred the Talon shares to Emerald Capital Partners Limited.
In exchange for the Talon shares, Ultradata received $930,000 cash and two
promissory notes.
The promissory notes, identical but for the signer, were made by Peter
Maire and Lionel Rogers, who are principals of Navman. Each note provides for
the payment to Ultradata of $150,000 plus accrued interest, if any. No
interest will accrue on the notes until December 12, 2004. From December 12,
2004 through December 11, 2006 interest will accrue at a rate of five percent
per annum. The notes are payable on the earlier of (a) December 11, 2006 (on
which date $165,000 would be payable) or (b) the date on which the signer
sells twenty percent of his Navman shares or (c) the date on which Navman is
acquired by or merged into another entity, or (d) the date on which Navman
sells equity to the public.
Item 5. AMENDMENT TO CONVERTIBLE NOTES AND WARRANTS
On December 11, 2001 Ultradata entered into an Agreement with the two
institutions which are holders of its 11.25% Senior Subordinated Secured
Convertible Promissory Notes (the "Notes") and of Warrants to purchase 478,506
shares of Ultradata Common Stock (the "Warrants"). The Agreement provided
that the $930,000 cash payment that Ultradata has received from the sale of
its Talon shares would be paid directly to the holders of the Notes to reduce
Ultradata's liability under the Notes. The Agreement also amended the terms
of the Notes as follows:
1. The 10% special interest payment that would have been due on the
outstanding balance of the Notes at June 1, 2002 has been waived.
2. The required monthly payment on account of the Notes has been
reduced from $90,000 to $15,000.
3. The total number of shares into which the Notes may be converted
during any 90 day period has been increased to 28% (previously 20%)
of the cumulative trading volume for the 66 trading days preceding
the date of conversion.
4. Ultradata will no longer be required to maintain an effective regis
tration statement covering the shares into which the Notes are
convertible, provided that Ultradata is not in default under the
Notes.
In addition, the Agreement reduced the exercise price of the Warrants
from $1.50 to $.50 per share.
EXHIBITS
10-a Amended Deed Relating to the Sale and Purchase of Shares of Navman NZ
Limited.
10-b Promissory Note dated December 12, 2001 signed by Lionel Rogers.
10-c Promissory Note dated December 12, 2001 signed by Peter Maire.
10-d Amendment to the 11.25% Senior Subordinated Secured Convertible
Promissory Notes and Warrants dated December 11, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ULTRADATA SYSTEMS, INCORPORATED
Dated: December 20, 2001 By:/s/ Monte Ross
-------------------------------
Monte Ross
Chief Executive Officer
* * * * * * * * * *
Exhibit 10-a
Amending Deed
relating to
the sale and purchase of shares
Ultradata Systems, Inc.
and
Navman NZ Limited
and
The persons named at the end of this Deed
Date: December 19, 2001
This Deed is made on December 19, 2001
between (1) Ultradata Systems, Inc. (Ultradata)
and (2) Navman NZ Limited, formerly called Talon Technology Limited
(Navman)
and (3) The persons whose names and signatures appear at the end of
this Deed (the Other Shareholders).
Introduction
A. Ultradata, Navman and the Other Shareholders are parties to a Deed dated
23 August 2001 (the Sale Deed), under which Ultradata agreed to sell all
of its 3,626,999 ordinary shares in the capital of Navman (the Ultradata
Shares), and to be released from the standby letter of credit given in
favour of Navman's bank.
B. The parties now wish to amend the Sale Deed on the terms and conditions
set out below.
It is agreed
1. Definitions
1.1 In this Deed:
(a) Acceptable Purchaser means Emerald Capital Partners Limited
(b) Completion Date means the date on which the instalment of the Purchase
Price referred to in clause 2.2(a) is paid to the Escrow Agent, but in
no case later than 19th December 2001.
1.2 All words with capital initials that are not specifically defined in this
Deed will have the meanings given to them in the Sale Deed.
2. Amendment to Sale Deed
2.1 The Sale Deed is amended to the extent provided in this clause 2.
Except as so provided, the Sale Deed will continue in full force and
effect.
2.2 Navman and Ultradata acknowledge that the Purchase Price for the Ultradata
Shares will be paid or satisfied as follows:
(a) Navman will cause the Acceptable Purchaser to pay US$930,000 to the
Escrow Agent on the Completion Date;
(b) each of Peter Maire and Lionel Rogers, being two of the Other
Shareholders, will issue in favour of Ultradata a promissory note in
the form annexed as Schedule 1 for US$150,000 and deliver such
promissory notes to the Escrow Agent;
(c) Navman will purchase from Ultradata the items listed in Schedule 2
for US$70,000.
2.3 On the Completion Date and on the Escrow Agent's receipt of US$930,000
and the executed promissory notes pursuant to clauses 2.2(a) and
2.2 (b), Ultradata will authorise the Escrow Agent:
(a) to release the Escrowed Documents to Navman and the Acceptable
Purchaser; and
(b) to forward the instalment of the Purchase Price referred to in clause
2.2(a) to Ultradata's designated recipients by wire transfer in
accordance with Ultradata's instructions.
3. Miscellaneous
3.1 Each notice or other communication under this Deed is to be given in the
manner provided in the Sale Deed.
3.2 This Deed may be executed in two or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and
the same instrument.
Execution
Signed by Ultradata Systems, Inc. _________________________
C.E.O.
Address
9375 Dielman Industrial Drive Facsimile (+1-314) 997-1281
St Louis
Missouri 63132 Telephone (+1-314) 997-2250
USA
Signed by Navman NZ Limited _________________________
Director
_________________________
Director
Address
13 - 17 Kawana Street Facsimile (+64-9) 481 0590
Northcote
P O Box 68155,
Newton
Auckland
New Zealand
Signed by the Other Shareholders ___________________________________
Director/Capricorn Holdings Limited
___________________________________
Director/Capricorn Holdings Limited
_______________________________ ___________________________________
Witness to Director's signature Director/Tahia Investments Limited
Name: _________________________
Occupation: _____________________
Place of residence: _______________
Signed by the Other Shareholders
in the presence of: __________________________
P C Maire
____________________________________ __________________________
Witness to all individual signatures S Newman
Name: ______________________________ __________________________
L R Rogers
Occupation: ________________________ __________________________
B O Gillard
Place of residence: ________________ ________________________________
P D Lane (as Trustee of the
Talon Group Share Purchase Scheme)
_________________________________
A C W Hudson (as Trustee of the
Talon Group Share Purchase Scheme)
Address Facsimile (+64-9) 481 0590
c/- Navman NZ Limited
13 - 17 Kawana Street
Northcote
P O Box 68155,
Newton
Auckland
New Zealand
(+64-9) 481 0590
* * * * * * * * * * * *
Exhibit 10-b
ULTRADATA SYSTEMS, INC.
9375 Dielman Industrial Drive
St. Louis, MO 63132
PROMISSORY NOTE
US $150,000.00 St. Louis, Missouri
December 12, 2001
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order
of ULTRADATA SYSTEMS, INC., and its successors, assigns, and legal
representatives, at the address above or as the holder of this Note may
designate in writing, the principal sum of One Hundred Fifty Thousand and
No/100 US Dollars (US$150,000.00) together with interest thereon at the rate
set out below. Such payments shall be on the terms set out below.
INTEREST
Interest on the unpaid principal balance of this Note shall accrue at the
following rate per annum: for the first three years there shall be no interest
charged or accrued. Beginning December 12, 2004 through December 11, 2006
interest shall be five percent (5%) per annum on the unpaid principal balance.
Interest on this Note shall be calculated on a daily basis by dividing the
annual rate of interest by three hundred sixty (360) to obtain the daily rate.
PAYMENT TERMS
One balloon payment of Principal and all outstanding interest shall be
due and payable on December 11, 2006. Assuming the payment is timely made on
December 11, 2006, the undersigned shall pay US$165,000.00, which shall
include principal in the amount of US$150,000.00 and interest in the amount
of US$15,000.00. All payments hereunder shall be applied first to interest
and then to reduction of principal. Any sums due and payable hereunder shall
bear interest after maturity, whether by acceleration or otherwise, at an
annual rate equal to Ten Percent (10%).
PREPAYMENTS
This Note shall be prepaid, including all principal and accrued interest,
without penalty, upon any of the following events:
1. The undersigned selling or transferring twenty percent (20%) or more of
his shares in Navman NZ Limited;
2. Navman NZ Limited being acquired by, sold to, or merging with another
entity;
3. Navman NZ Limited offering its shares of stock to the general public
(i.e. going public).
Including the above events mandating prepayment, this Note may be prepaid
in whole or in part at any time before maturity without penalty. Prepayments
must be multiples of $100.00 and may be paid at any time. No partial pre-
payment will reduce the amount of or change the due date of any future regular
payments of principal and interest which continue as if no such prepayment had
been made. Prepayments shall be applied to the installments hereunder in the
inverse order of their maturities.
DEFAULT
"Default" means any one or more of the following: (i) the undersigned
fails to make any payment of any amounts hereunder when due; (ii) any default
under any other provision of this Note or under any agreement pursuant to
which this Note is made or which secures or is delivered at any time in
connection with the loan evidenced by this Note; (iii) the insolvency of the
undersigned or the filing or commencement of any proceedings for relief under
the New Zealand Bankruptcy Laws, New Zealand Insolvency Laws, United States
Bankruptcy Code or insolvency laws or any law relating to the relief of
debtors, for, by or against the undersigned including, without limitation, any
assignment for the benefit of creditors; (iv) any judgment, attachment, lien,
execution or levy is entered or imposed against the undersigned or against
his respective property, in any amount which is not paid, discharged, stayed
or released or within thirty (30) days after entry or attachment; (v) the
death, dissolution or incompetence of the undersigned; (vi) any default
under any other indebtedness of the undersigned to the holder of this Note.
RIGHTS OF HOLDER UPON DEFAULT
Upon Default, the holder of this Note shall have the right to accelerate
this Note without prior notice or demand, and declare this Note immediately
due and payable. The undersigned further agrees that after any Default, the
holder of this Note shall have the right to set-off any cash or any other
property of the undersigned in the possession, custody or control of the
holder.
POWER OF ATTORNEY
The undersigned authorizes any attorney designated by the holder hereof
to appear for me in any court of record in the State of Missouri, after this
Note becomes due and payable, whether by default or otherwise, and waive the
issuance and service of process, and confess a judgment against me in favor
of the holder of this Note, for the principal of this Note plus interest,
together with the costs of any action brought thereon, including reasonable
attorney fees and court costs. Stay of execution is waived, and the exemption
of personal property from levy and sale on any execution is also waived.
EXPENSES
The undersigned shall pay all expenses of the holder hereof in collecting
the Note, including, without limitation, all attorney's fees whether or not
litigation is commenced, and all costs and attorney's fees relating to any
insolvency, liquidation, receivership or bankruptcy proceedings.
WAIVERS
Each maker, surety, endorser and guarantor of this Note hereby agrees
that: (a) this Note may be renewed one or more times and the time for payment
of this Note or any renewal note may be extended without notice to or consent
of any person obligated on this Note; (b) the holder of this Note may elect
to enforce this Note against less that all of the persons directly or
indirectly obligated hereon; (c) the holder hereof is not obligated to
foreclose upon or exhaust any collateral given for this Note before proceedings
against any person directly or indirectly obligated hereon; and (d) each maker
waives presentment, demand for payment, and notice of nonpayment.
All waivers by the holder of this Note shall be in writing. The holder
of this Note reserves the right to waive or refrain from waiving any right or
remedy under this Note. No delay or omission on the part of the holder of
this Note in exercising any right or remedy shall operate as a waiver of such
right or remedy. A waiver on any one occasion shall not be a waiver on any
future occasion.
JURISDICTION
This Note is made in the State of Missouri, United State of America, and
is governed by the laws of the State of Missouri. The maker of this Note
accepts the jurisdiction over such person and over this Note of any state or
federal courts located in the State of Missouri as the holder hereof may
reasonably designate.
THE HOLDER OF THIS NOTE SHALL NOT BE REQUIRED TO RENEW, EXTEND OR
REFINANCE THIS NOTE OR ANY AMOUNTS DUE UNDER THIS NOTE.
By:
LIONEL ROGERS
INDIVIDUAL ACKNOWLEDGMENT
NEW ZEALAND )
) SS.
CITY OF AUCKLAND )
On this _____ day of December, 2001, before me personally appeared Lionel
Rogers to me known to be the person described in and who executed the foregoing
instrument, and acknowledged that such person executed the same as such
person's free act and deed.
Notary Public
My Commissions Expires: _______________________
* * * * * * * * * * * *
Exhibit 10-c
ULTRADATA SYSTEMS, INC.
9375 Dielman Industrial Drive
St. Louis, MO 63132
PROMISSORY NOTE
US $150,000.00 St. Louis, Missouri
December 12, 2001
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order
of ULTRADATA SYSTEMS, INC., and its successors, assigns, and legal
representatives, at the address above or as the holder of this Note may
designate in writing, the principal sum of One Hundred Fifty Thousand and
No/100 US Dollars (US$150,000.00) together with interest thereon at the rate
set out below. Such payments shall be on the terms set out below.
INTEREST
Interest on the unpaid principal balance of this Note shall accrue at the
following rate per annum: for the first three years there shall be no interest
charged or accrued. Beginning December 12, 2004 through December 11, 2006
interest shall be five percent (5%) per annum on the unpaid principal balance.
Interest on this Note shall be calculated on a daily basis by dividing the
annual rate of interest by three hundred sixty (360) to obtain the daily rate.
PAYMENT TERMS
One balloon payment of Principal and all outstanding interest shall be
due and payable on December 11, 2006. Assuming the payment is timely made on
December 11, 2006, the undersigned shall pay US$165,000.00, which shall include
principal in the amount of US$150,000.00 and interest in the amount of
US$15,000.00. All payments hereunder shall be applied first to interest and
then to reduction of principal. Any sums due and payable hereunder shall bear
interest after maturity, whether by acceleration or otherwise, at an annual
rate equal to Ten Percent (10%).
PREPAYMENTS
This Note shall be prepaid, including all principal and accrued interest,
without penalty, upon any of the following events:
1. The undersigned selling or transferring twenty percent (20%) or more of
his shares in Navman NZ Limited;
2. Navman NZ Limited being acquired by, sold to, or merging with another
entity;
3. Navman NZ Limited offering its shares of stock to the general public
(i.e. going public).
Including the above events mandating prepayment, this Note may be prepaid
in whole or in part at any time before maturity without penalty. Prepayments
must be multiples of $100.00 and may be paid at any time. No partial pre-
payment will reduce the amount of or change the due date of any future regular
payments of principal and interest which continue as if no such prepayment had
been made. Prepayments shall be applied to the installments hereunder in the
inverse order of their maturities.
DEFAULT
"Default" means any one or more of the following: (i) the undersigned
fails to make any payment of any amounts hereunder when due; (ii) any default
under any other provision of this Note or under any agreement pursuant to
which this Note is made or which secures or is delivered at any time in
connection with the loan evidenced by this Note; (iii) the insolvency of the
undersigned or the filing or commencement of any proceedings for relief under
the New Zealand Bankruptcy Laws, New Zealand Insolvency Laws, United States
Bankruptcy Code or insolvency laws or any law relating to the relief of
debtors, for, by or against the undersigned including, without limitation, any
assignment for the benefit of creditors; (iv) any judgment, attachment, lien,
execution or levy is entered or imposed against the undersigned or against
his respective property, in any amount which is not paid, discharged, stayed
or released or within thirty (30) days after entry or attachment; (v) the
death, dissolution or incompetence of the undersigned; (vi) any default
under any other indebtedness of the undersigned to the holder of this Note.
RIGHTS OF HOLDER UPON DEFAULT
Upon Default, the holder of this Note shall have the right to accelerate
this Note without prior notice or demand, and declare this Note immediately
due and payable. The undersigned further agrees that after any Default, the
holder of this Note shall have the right to set-off any cash or any other
property of the undersigned in the possession, custody or control of the
holder.
POWER OF ATTORNEY
The undersigned authorizes any attorney designated by the holder hereof
to appear for me in any court of record in the State of Missouri, after this
Note becomes due and payable, whether by default or otherwise, and waive the
issuance and service of process, and confess a judgment against me in favor
of the holder of this Note, for the principal of this Note plus interest,
together with the costs of any action brought thereon, including reasonable
attorney fees and court costs. Stay of execution is waived, and the exemption
of personal property from levy and sale on any execution is also waived.
EXPENSES
The undersigned shall pay all expenses of the holder hereof in collecting
the Note, including, without limitation, all attorney's fees whether or not
litigation is commenced, and all costs and attorney's fees relating to any
insolvency, liquidation, receivership or bankruptcy proceedings.
WAIVERS
Each maker, surety, endorser and guarantor of this Note hereby agrees
that: (a) this Note may be renewed one or more times and the time for payment
of this Note or any renewal note may be extended without notice to or consent
of any person obligated on this Note; (b) the holder of this Note may elect
to enforce this Note against less that all of the persons directly or
indirectly obligated hereon; (c) the holder hereof is not obligated to
foreclose upon or exhaust any collateral given for this Note before proceedings
against any person directly or indirectly obligated hereon; and (d) each maker
waives presentment, demand for payment, and notice of nonpayment.
All waivers by the holder of this Note shall be in writing. The holder
of this Note reserves the right to waive or refrain from waiving any right or
remedy under this Note. No delay or omission on the part of the holder of
this Note in exercising any right or remedy shall operate as a waiver of such
right or remedy. A waiver on any one occasion shall not be a waiver on any
future occasion.
JURISDICTION
This Note is made in the State of Missouri, United State of America, and
is governed by the laws of the State of Missouri. The maker of this Note
accepts the jurisdiction over such person and over this Note of any state or
federal courts located in the State of Missouri as the holder hereof may
reasonably designate.
THE HOLDER OF THIS NOTE SHALL NOT BE REQUIRED TO RENEW, EXTEND OR
REFINANCE THIS NOTE OR ANY AMOUNTS DUE UNDER THIS NOTE.
By:
PETER MAIRE
INDIVIDUAL ACKNOWLEDGMENT
NEW ZEALAND )
) SS.
CITY OF AUCKLAND )
On this _____ day of December, 2001, before me personally appeared Peter
Maire to me known to be the person described in and who executed the foregoing
instrument, and acknowledged that such person executed the same as such
person's free act and deed.
Notary Public
My Commissions Expires: _______________________
* * * * * * * * * * *
Exhibit 10-d
AMENDMENT
TO THE
11.25% SENIOR SUBORDINATED SECURED
CONVERTIBLE PROMISSORY NOTES
AND
WARRANTS
OF ULTRADATA SYSTEMS, INCORPORATED
THIS AMENDMENT TO 11.25% SENIOR SUBORDINATED SECURED CONVERTIBLE
PROMISSORY NOTES AND WARRANTS OF ULTRADATA SYSTEMS, INCORPORATED is entered
into effective as of the 11th day of December 2001 (the "Amendment") by and
among the undersigned holders (each a "Holder" and together the "Holders") and
Ultradata Systems, Incorporated, a Delaware corporation (the "Company").
WHEREAS, the parties entered into that certain Exchange Agreement dated
August 13, 2001 (as amended, the "Exchange Agreement"), pursuant to which the
Company issued and sold to the Holders 11.25% Senior Subordinated Secured
Convertible Promissory Notes in the aggregate original principal amount of
$1,748,120 (the "Notes") and warrants (the "Warrants") in exchange for 1,408
shares of the Company's Series A Preferred Stock held by the Holders; and
WHEREAS, the Company is currently in default under the Notes.
WHEREAS, the current principal balance outstanding under the Notes on the
date hereof is $1,565,810 and the current accrued interest through the date
hereof is $30,205.
WHEREAS, the Company plans to sell its equity interest in a New Zealand
based company called Navman NZ Limited, formerly called Talon Technology
Limited ("Navman"), for total consideration of US$930,000 (the "Purchase
Price").
WHEREAS, in consideration for the Company's payment of the entire Purchase
Price to the Holders to pay down a portion of the balance due thereunder, and
for other consideration set forth herein, the Holders are willing to amend the
terms of the Notes as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Amendment, the parties
hereto agree as follows:
1. Defined Terms. Terms that are used herein with initial capital
letters and are not otherwise defined herein will have the meanings given to
them in the Exchange Agreement and the Notes.
2. Payment on the Notes. Effective immediately upon the closing of the
Company's sale of its equity interest in Navman, the Company agrees to pay the
entire Purchase Price to the Holders in partial payment of the Notes by
instructing the purchasers to direct the Escrow Agent to wire such funds
directly to an account designated by the Holders. The Holders waive the
prepayment penalty prescribed in the Notes with respect to this payment.
3. Waiver of Default and Amendments to the Notes. Effective upon the
Company's payment to the Holders as provided in Section 2 above and Holders'
receipt thereof on or before December 20, 2001 (the "Closing"), the Holders
agree not to pursue foreclosure based on any and all defaults with respect to
the Notes that exist on such date, and the Notes shall thereafter be amended
as follows:
(a) Waiver of Special Interest Payment. The Holders agree to waive
the 10% interest payment due and payable under the Notes on June 1, 2002.
(b) Reduction to Monthly Installment Amount. The equal monthly
installments of principal and interest due and payable under the Notes shall
be reduced from $90,000 to $15,000, and the Company agrees to consider in good
faith any requests by the Holders for future modifications to that monthly
payment amount. The aggregate principal balance due under the Notes is not
affected by this reduction in the monthly installment amount.
(c) Increase in Conversion Cap. The Conversion Cap, as defined in
Section 3(i) of the Notes, shall be increased from 20% to 28% of the cumulative
trading volume of the Company's Common Stock for the period indicated therein.
4. Amendment to the Warrants. Effective upon the Closing, the Company
agrees to reduce the per share exercise price of the Warrants from $1.50 to
$0.50, and further agrees to issue any certificates evidencing same as the
Holders may reasonably request.
5. Waiver of Registration Rights. So long as the Company is not otherwise
in default under the Notes, the Holders agree to waive their rights under the
Registration Rights Agreement between the Company and the Holders dated August
13, 2001 and under Section 4b of the Notes to the extent it refers to a default
in registering shares for sale.
6. Effect of Amendment. The provisions of the Note, the Warrants and
the Registration Rights Agreement are amended and modified by the provisions
of this Amendment. If any provisions of such agreements are materially
different from or inconsistent with any of the provisions of this Amendment,
the provisions of this Amendment shall control, and the provisions of such
agreements shall, to the extent of such difference or inconsistency, be deemed
to be amended and modified hereby.
7. Single Instrument. This Amendment and the Notes, as amended and
modified by the provisions of this Amendment, shall constitute and be construed
as a single instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned, thereunto duly authorized, as of the date first
set forth above.
Company:
ULTRADATA SYSTEMS, INCORPORATED
By:/s/Monte Ross
Name: Monte Ross
Title: CEO
Holders:
Address: BH Capital Investments, L.P.
175 Bloor Street East,
7th Floor, South Tower By: HB and Co., Inc. its General Partner
Toronto, Ontario Canada M4W 3R8
Fax: 416-929-5314
By: /s/Henry Brachfeld
Name: Henry Brachfeld
Authorized Signatory
Address: Excalibur Limited Partnership
33 Prince Arthur Avenue By: Excalibur Capital Management, Inc.
Toronto Ontario, Canada M5R 1B2 its General Partner
Fax: 416-964-8868
By: William Hechter
Name: William Hechter, President