EXHIBIT 10.8
SARATOGA HOLDINGS I, INC.
A Wholly Owned Subsidiary
June 14, 1999
Xxxxxxx X. Xxxxxxx
The Premium Group
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx 00000
Dear Xx. Xxxxxxx:
This letter will serve as a letter of intent to document the agreement we have
negotiated for The Premium Group and Xxxxxxx X. Xxxxxxx (Premium) role as
management consultants to Saratoga Holdings I, Inc, (Holdings). Premium's
primary role is to provide management expertise and strategic direction to
Holdings for the acquisition of collection companies and consolidation of
collection companies. In that regard, Premium's responsibilities will include:
o Assisting in the completion of the SEC registration.
o Assisting in the review and due diligence of each candidate company.
o Providing expertise to Holdings regarding various industry issues.
o Assisting in the discussion regarding private placement financing.
In return for Premium's role as management consultants to Holdings, Holdings
agrees on the following compensation:
Upon the closing of one or more acquisitions of collection companies by
Holdings, resulting in pro forma after tax earnings of $4 million, the Premium
will be issued 376,668 shares of common stock in Saratoga Holdings I. For
acquisitions less than $4 million, Premium will receive a pro-rata portion of
approximately 376,668 shares. In addition, Premium must remain active in its
role through the first acquisition and continue to take an active role to
include total acquisitions of no less than $4 million.
In addition, upon the closing of the first acquisition of one or more collection
companies by Holdings, the Premium group will be issued 376,668 warrants for
common stock in Saratoga Holdings I Inc. The warrants would be exercisable in
two stages, with one-half (188,334 warrants) exercisable beginning one year from
the date of the first acquisition of one or more collection companies and
expiring three years from the date of the first acquisition of one or more
collection companies, and the second one-half exercisable beginning two years
after the date of the first acquisition of one or more collection companies and
expiring four years after the date of the first acquisition of one or more
collection companies. All warrants will be treated in the same manner as the
common stock of Holdings subject to dilutions and adjustments. The strike prices
would be calculated as follows:
SARATOGA HOLDINGS I, INC.
A Wholly Owned Subsidiary
For the first 188,334 warrants, the strike price would be calculated as 110% of
the average closing price of the stock on the NASDAQ (or other) exchange for the
30 days beginning on the first day of the month beginning not less than 90 days
following the closing of the purchase. For the second 188,334 warrants, the
strike price for the warrants shall be calculated as 200% of the average closing
price of the stock on the NASDAQ (or other) exchange for the 30 days beginning
on the first day of the month beginning not less than 90 days following the
closing of the purchase.
Xxxxxxx X. Xxxxxxx will serve as President of Holdings up and through the first
acquisition at which time Holdings will negotiate a mutually agreed upon
employment contract for Xxxxxxx X. Xxxxxxx as President of Holdings.
The owners of Premium and its affiliates shall be deemed to grant to Holdings a
90-day option from the date of the first acquisition of one or more collection
agencies to acquire all of the equity ownership or assets of Premium at an
EBITDA multiple equal to that of Holdings initial acquisition of one or more
collection agencies. The obligations of Holdings under this agreement are
subject in their entirety to the approval of Holdings financial
partner/investor.
If no acquisitions of collection agencies has been made by Holdings by December
31, 1999, this letter shall terminate and the parties shall have no further
obligation here under, unless extended by mutual agreement.
If this is Premium's understanding of our agreement, please signify by
countersigning below.
Saratoga Holdings I, Inc. Agreed
The Premium Group
By _____________________ By ____________________
Chairman Managing Partner
Xxxxxx
Xxxxxxx X. Xxxxxxx
By ____________________
