Message-ID: <960817173827_503698918@emout12.mail.aol.com> Date: Sat, 17 Aug 1996 17:38:28 -0400 From: Giannina Lodato <mailto:GianninaLR@AOL.COM> Subject: Fwd: COUNTER-TRADE FOR AMERICAN TECHNOLOGY To: Multiple recipients of list DEVEL-L <mailto:DEVEL-L@AMERICAN.EDU>
--------------------- Forwarded message: Subj: COUNTER-TRADE FOR AMERICAN TECHNOLOGY Date: 96-08-16 16:15:13 EDT From: GianninaLR To: NGILROY1 CC: mailto:LaszloLR@msn.com,GianninaLRBased on many years of experience, it can be stated with confidence, that the best way for a Company based outside the USA ( let us name it generically: ForeignCo) to acquire US technologies or US tech-based products, is to set up a new Company to be headquartered in California to perform the following important functions:.... ........Investigate the availability of the desired technology or tech-based product and the US Companies who offer it ........Acquire the appropriate rigths needed by the ForeignCo to penetrate the ForeignCo's market territory ........Finance such acqisition by the most viable financial instrument, in most cases through counter-trade ........Coordinate in a continuous manner the interaction between the various US based TechCo.s and the ForeignCo ........Leverage multiple technologies by integrating them into a higher value added system needed by the ForeignCo's customers
For the purposes of this proposal let us name this new USA based arm of the ForeignCo: Techno-Web XYZ Inc, where the XYZ stands for the name of the specific territory the ForeignCo is about to sell into. Most of the work of Techno-Web XYZ will be outsourced to Techno-Web XYZ's owners, board members, advisors and allies: The counter-trade marketing and finance to California based trading and distribution companies I have worked with for a number of years. This may be one of the most important functions since it enables the developing countries to acquire advanced technology based products. Manufacturing to a number of TechCo.s in the USA as well as to subcomponent providers within ForeignCo's territory.
The specific Techno-Web XYZ Inc structure is as follows:
1,000,000 shares of common authorized, which shall be issued in multiple steps as follows: Step #1: 300,000 common shares (30% of the million auth.d) Issued to individual founders of Techno-Web XYZ, who will serve as Board members or Avisory members of Techno-Web XYZ. They will be issued at no cost 40,000 shares each: Board member representing ForeignCo......Mr........ Board member representing Investors:.Mr........ Board member: the CEO of Techno-Web XYZ: Mr......... Advisory member representing ForeignCo: Mr........... Advisory member: Techno-Web XYZ's international coordinator: Mr Laurent Seciniaz Advisory member representing the group of US based TechCo(s) and distributors: Mr LL Rakoczi All these Board and Advisory members will have a long term contract with base pay as well as incentive pay components.
In addition there will be an Incentive Stock Option plan ISO pool of 60,000 shares for employees and part time employees of Techno-Web XYZ such as sr. application experts or consulting employees , mostly on a bonus pay basis. All marketing and financial work regarding counter-trade will be done by outsourcing to existing trading companies. Step #2: An additional issue of 20% of the million auth.d After a short period of time Techno-Web XYZ would buy a limited set of rights for specific products/applications from the lead US based TechCo(s) including the use of current and all future patents and knowhow to be applied with such specific products only, and only in the specific territories granted to Techno-Web XYZ to be used by ForeignCo as indicated above. Techno-Web XYZ will be the rights-holding company and will have certain uplift in the xfer price from TechCo(s) to the ForeignCo. Issue for these rights to the lead TechCo(s) 200,000 common shares plus 7% royalty on the first 500 million dollars (US) and 3% thereafter of gross margins of Techno-Web XYZ. At the conclusion of step#2 Techno-Web XYZ has issued 500,000 shares (50%) of the million common auth.d. Step#3: An additional 100,000 shares are issued: At this step the Master Integrator would contract with ForeignCo to sell the products/services covered by the rights purchased by Techno-Web XYZ as specified above in step #2. ForeignCo will fulfill this through its existing or future in-territory sales capabilities and through its existing sales and marketing forces and network. For these services Techno-Web XYZ will issue to ForeignCo 200,000 common shares plus a fixed milestone based contract of $ ..................... paid milestone by mileston as accepted. At the conclusion of step#3 Techno-Web XYZ has issued 700,000 common shares out of the million authorized: 70% so far issued, leaving 300,000 shares of common unissued to be used as follows: 50,000 shares issued to investment bankers and legal firms for finacial and organizational services, as well as ongoing legal and finacial advisory services, with an ongoing outsource type contract.
250,000 shares will be res.d for investors. The specifics will be structured by investment banker and approved by the Board of Directors of Techno-Web XYZ.
For example: a Preferred-A could be sold to early investors such as the finacial backers of the lead manufacturer and distributor for $3 per share: $750,000 for 250,000 Preferred-A. This Preferred-A will have the following pref.s: Dividend rights up to a cum. $5 million. During this period, up to the time the cum. $5 million is paid out, 50% of the post-tax net of Techno-Web XYZ will be paid out in dividends.: one half of which is paid to Pref.-A group. the rest may be paid to common. Also, Pref.-A holders as a group have the option to buy one fourth of Techno-Web XYZ's portfolio of equities, resulting from potential ownership in TechCo(s), at a price equal to the original value of such equities acquired by Techno-Web XYZ. At the conclusion of the pref. period the Pref.A group converts to common one-for-one.
We need a detailed set of specifications, including pricing and market studies or reports of the products/applications from ForeignCo regarding the desired products for which rights shall be acquired by Techno-Web XYZ for the benefit of ForeignCo.
We also need a list of items the ForeignCo could obtain in their country where they are based, for the purposes of counter-trade. These items could include: agro-products ( high performance organic ), textiles, fashion, etc. We would also need aproximate prices for these counter-tradable items.
If this rough draft proposal is of interest to you please indicate by email as soon as you can, we have a specific large initial customer in mind and we need to move with some degree of urgency. Our legal partner Mr Kurt English will provide the detailed proposal, he can download it to your computer, please email to me what type of files you can work with. This procedure can be very quick so please email or post-mail as soon as you can.
The select team on the USA side will be: Mr Laszlo L Rakoczi Mr Kurt English Mr Norman Gilroy
Laszlo L. Rakoczi 1700 Sand Hill Rd. Suite # 405 Palo Alto, CA 94304-2151
Email: mailto:GianninaLR@aol.com (Giannina is the Webmaster )
Looking forward working with you....
Laszlo L Rakoczi