UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PACIFIC MAGTRON INTERNATIONAL CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
694532102
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(CUSIP Number)
Theodore S. Li and Hui Cynthia Lee
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1600 California Circle
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Milpitas, CA 95035
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(408) 956-8888
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 30, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_| .
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits, See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 694532102
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Theodore S. Li
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2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X| *
*The Reporting Persons shall be considered a group solely for
the purposes of the sale of the Reporting Persons' shares of the Company's
Common Stock pursuant to the Stock Purchase Agreement described in Item 6 of
this Statement.
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3. SEC Use Only
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4. Source of Funds: Not applicable.
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|_|
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6. Citizenship or Place of Organization:
U.S.A.
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power:
-0-
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8. Shared Voting Power:
-0-
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9. Sole Dispositive Power:
-0-
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10. Shared Dispositive Power:
-0-
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
-0-
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
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13. Percent of Class Represented by Amount in Row (11):
-0-
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14. Type of Reporting Person:
IN
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CUSIP No. 694532102
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Hui Cynthia Lee
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2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X| *
*The Reporting Persons shall be considered a group solely for
the purposes of the sale of the Reporting Persons' shares of the Company's
Common Stock pursuant to the Stock Purchase Agreement described in Item 6 of
this Statement.
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3. SEC Use Only
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4. Source of Funds:
Not applicable.
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
|_|
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
U.S.A.
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power:
-0-
---------------------------------------------------
8. Shared Voting Power:
-0-
---------------------------------------------------
9. Sole Dispositive Power:
-0-
---------------------------------------------------
10. Shared Dispositive Power:
-0-
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
-0-
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
-0-
--------------------------------------------------------------------------------
14. Type of Reporting Person:
IN
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Item 1. Security and Issuer
The class of equity securities to which this Statement relates is shares of
common stock, par value $0.001 per share (the "Common Stock"), of Pacific
Magtron International Corp., a Nevada corporation (the "Company"), with
principal executive offices located at 1600 California Circle, Milpitas, CA
95035.
Item 2. Identity and Background
This Statement is being filed by Theodore S. Li, an individual residing in the
State of California and a citizen of the United States of America. Mr. Li is the
Chief Financial Officer and Chief Operating Officer and a member of the board of
directors of the Company. Mr. Li's address is 1600 California Circle, Milpitas,
CA 95035.
This Statement is also being filed by Hui Cynthia Lee, an individual residing in
the State of California and a citizen of the United States of America. Ms. Lee
is a Senior Vice President of the Company. Ms. Lee's address is 1600 California
Circle, Milpitas, CA 95035.
Neither Mr. Li nor Ms. Lee has, during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of the Transaction
Not Applicable.
Item 5. Interest in Securities of the Issuer
(a) As of December 30, 2004, the Company had issued and outstanding a total of
10,485,062 shares of Common Stock. As of that date, Mr. Li and Ms. Lee were the
collective beneficial owners of 6,454,300 shares of Common Stock, or 61.56% of
the issued and outstanding shares of Common Stock of the Company.
(b) As of December 30, 2004, Mr. Li and Ms. Lee have no voting power.
(c) Mr. Li and Ms. Lee consummated the transactions contemplated by the Stock
Purchase Agreement described in Item 6.
(d) Advanced Communications Technologies, Inc., a Florida corporation ("ACT"),
became the beneficial owner of 61.56% of the issued and outstanding shares of
Company's Common Stock on December 30, 2004.
(e) As of December 30, 2004, neither Mr. Li nor Ms. Lee was a shareholder of the
Company. However, Mr. Li and Ms. Lee shall have a security interest in the PMIC
Shares as long as the Notes are outstanding, as further described in Item 6.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On December 30, 2004 (the "Closing"), Mr. Li and Ms. Lee (the "Stockholders")
sold all of their shares of Common Stock in the Company, representing
collectively 6,454,300 shares (the "PMIC Shares") pursuant to the terms of that
certain Stock Purchase Agreement, dated as of December 10, 2004, between Mr. Li
and Ms. Lee, as sellers, and ACT as purchaser (the "Stock Purchase Agreement").
Mr. Li and Ms. Lee entered into the Stock Purchase Agreement and acted as a
group only for purposes of consummating the Stock Purchase Agreement and closing
the transaction.
By acquiring the PMIC Shares ACT has acquired 61.56% of the currently issued and
outstanding common stock of the Company. ACT is a public holding company based
in New York City with operating subsidiaries in the technology services
industries. ACT files periodic reports with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended. Effective as
of the Closing, the financial results of the Company will be consolidated with
those of ACT and its other consolidated subsidiaries. The Company will continue
to be operated as separate entity and its common stock will continue to be
traded on the OTC Bulletin Board under the symbol: PMIC.OB.
In accordance with the terms of the Stock Purchase Agreement, at Closing ACT
issued two convertible promissory notes (the "Notes") in the principal amounts
of $166,889 and $333,111 to Mr. Li and Ms. Lee, respectively, as payment of the
purchase price for the PMIC Shares. The Notes will mature on the first
anniversary of the Closing and no principal or interest payments will be
required prior to such date. The holders of the Notes, at their option, will be
able to convert, at any time and from time to time, until payment in full of all
amounts due and owing under the Notes, any unpaid principal amount of the Notes
into shares of common stock of ACT at a conversion price per share of $0.01. The
Notes bear interest at 6.0% per annum. ACT may redeem all or a portion of Mr.
Li's Note on or prior to the maturity date at 110.0% of the principal amount
redeemed, plus all accrued and unpaid interest thereon. ACT may redeem all or a
portion of Ms. Lee's Note prior to the six month anniversary of the Closing at
105.0% of the principal amount redeemed or thereafter prior to the maturity date
at 110.0% of the principal amount redeemed, in each case, plus all accrued and
unpaid interest thereon. If the Notes were converted based upon their original
principal amounts, an aggregate of 50,000,000 shares of ACT's common stock would
be issued to the Stockholders. The conversion ratio is subject to customary
adjustments for any stock splits, reverse stock splits and other
recapitalizations effected by ACT. ACT has informed the Company that it intends
to satisfy its payment obligations under the Notes with funds from its working
capital.
ACT's payment obligations under the Notes are secured by the PMIC Shares
pursuant to a Custodial and Stock Pledge Agreement entered into at the Closing
by ACT and the Stockholders (the "Pledge Agreement"). Under the Pledge Agreement
ACT pledged to each of Mr. Li and Ms. Lee all of the PMIC Shares acquired under
the Stock Purchase Agreement and granted to Mr. Li and Ms. Lee liens upon and a
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continuing security interest in such PMIC Shares. Until such time all amounts
due and owing under the Notes are paid in full or until their earlier release in
accordance with the terms of the Pledge Agreement, as the case may be, the
certificates representing the PMIC Shares will be held in escrow in accordance
with the terms of the Pledge Agreement.
In addition, pursuant to the terms of the Stock Purchase Agreement, Mr. Li
resigned his positions as President, Chief Executive Officer and Treasurer of
the Company at the Closing. He remains Chief Financial Officer and was appointed
Chief Operating Officer of the Company pursuant to the terms of an Employment
Agreement with the Company. Mr. Li remains a member of the Board of Directors of
the Company. Ms. Lee retains her current position of Senior Vice President
pursuant to the terms of an Employment Agreement with the Company, but resigned
as Secretary and a director of the Company at the Closing. Anthony Lee was
appointed Treasurer and Secretary at the Closing. Additionally, in connection
with the transaction, Jey Hsin Yao, Hank C. Ta and Raymond Crouse, the remaining
members of the Board of Directors of the Company prior to the Closing, resigned
as Directors of the Company. Martin Nielson was appointed President, Chief
Executive Officer of the Company and Chairman of the Board and John E. Donahue
was appointed as a member of the Board at the Closing.
Item 7. Material to be Filed as Exhibits
A. Consent to Joint Filing of Schedule 13D.
B. Stock Purchase Agreement, dated December 10, 2004, among Advanced
Communications Technologies, Inc., Theodore S. Li and Hui Cynthia
Lee.*
C. Custodial and Stock Pledge Agreement, dated December 30, 2004.
*Previously filed with Schedule 13-D for Theodore S. Li and Hui Cynthia Lee on
December 22, 2004.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 10, 2005
By: /s/ Theodore S. Li
Name: Theodore S. Li
-------------------------------------
By: /s/ Hui Cynthia Lee
Name: Hui Cynthia Lee
-------------------------------------
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Exhibit A
CONSENT TO JOINT FILING OF SCHEDULE 13D
Pursuant to Rule 13d-1(k)(1)(iii) of the Rules and Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, the undersigned parties agree that the attached Schedule 13D is, and
any future amendments thereto may be, filed on behalf of each of them.
Date: January 10, 2005
----------------------------------
Theodore S. Li
----------------------------------
Hui Cynthia Lee
Exhibit C
CUSTODIAL AND STOCK PLEDGE AGREEMENT
THIS CUSTODIAL AND STOCK PLEDGE AGREEMENT ("Agreement"), dated as of
December 30, 2004, is by and among ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
(referred to as the "Pledgor"), THEODORE S. LI and HUI CYNTHIA LEE (together,
the "Pledgees") and QUARLES & BRADY STREICH LANG LLP ("Custodian").
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. BACKGROUND.
Pledgor and Pledgees are parties to that certain Stock Purchase
Agreement, dated December 10, 2004 (the "Purchase Agreement"), pursuant to which
Pledgees agreed to sell to Pledgor, and Pledgor agreed to purchase from
Pledgees, all of the outstanding shares of common stock of Pacific Magtron
International Corp. (the "Company") owned by Pledgees (the "Pledged Shares"). In
exchange for the Pledged Shares, Pledgor issued to Sellers promissory notes in
aggregate principal amount of $500,000 (each a "Note" and together the "Notes").
To secure the payment obligations of Pledgor under the Notes (the
"Obligations"), Pledgor has agreed to grant to Pledgees a security interest in
and to the Pledged Shares. Pledgor and Pledgees agree that until such time all
amounts due and owing under the Notes are paid in full or until their earlier
release in accordance with the terms hereof, as the case may be, the
certificates representing the Pledged Shares shall be held in escrow by
Custodian in accordance with the terms hereof.
2. PLEDGE OF PLEDGED SHARES.
2.1 As security for the full and prompt payment of the Notes,
Pledgor hereby pledges to Pledgees all of the Pledged Shares and grants to
Pledgees a lien upon and a continuing security interest in the Pledged Shares,
subject to the terms and conditions of this Agreement. Such security interest
will be a first priority lien provided there are no Encumbrances on the Shares
on the Closing Date. Pledgor will execute and file a UCC-1 Financing Statements
respecting the Shares. Upon payment of each Note the applicable Pledgee hereby
authorizes the Pldgor to file a UCC-3 Financing Statement terminating the
applicable UCC-1 Financing Statement.
2.2 If Pledgor shall become entitled to receive or shall receive
with respect to the Pledged Shares (i) any additional shares of capital stock of
the Company; or (ii) any stock certificate, including without limitation, any
certificate representing a stock dividend or in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets,
combination of shares, stock split or other recapitalization; or (iii) any
option, warrant or right, whether as an addition to, in substitution of or in
exchange for any of the Pledged Shares, or otherwise; or (iv) any dividend or
other distribution payable in property, or securities issued by a person other
than the Company; then, in any such event, Pledgor shall receive and accept the
same, in trust, as trustee for Pledgees, and shall deliver them immediately to
Custodian, together with all necessary or appropriate endorsements of Pledgor.
Any cash distributions received by Pledgor in respect of the Pledged Shares may
be applied to reduce such of the Obligations as Pledgor may determine in its
sole discretion.
3. DELIVERY OF SHARES TO CUSTODIAN.
Concurrently with the execution and delivery of this Agreement,
Pledgor hereby authorizes Pledgees to deliver, on behalf of Pledgor, to
Custodian for the account of Sellers, the certificates representing all of the
Pledged Shares, together with duly executed Stock Powers to Pledgees, in the
form attached hereto as Exhibit "A", with signature guaranteed, permitting
transfer of the Pledged Shares to Pledgees or its assignee, receipt of which is
hereby acknowledged by the Custodian, to be held and released in accordance with
the terms of this Agreement. Concurrently with the execution and delivery of
this Agreement, Pledgor is also delivering to Pledgees letters addressed to the
transfer agent of the Company (the "Transfer Agent"), informing the Transfer
Agent of the pledge of the Pledged Shares, instructing the Transfer Agent to
honor the Stock Powers delivered to Pledgees, and informing the Transfer Agent
that Pledgor's address on the records of the transfer agent, during the term of
this Agreement, shall be c/o Quarles & Brady Streich Lang LLP. Pledgor shall
thereafter deliver to Custodian (a) any other certificates for the Pledged
Shares as required by the terms of this Agreement, together with duly executed
stock powers relating to such certificates, with signatures guaranteed; and (b)
any documents or other evidence received of Pledgor's interest in any securities
issued as a dividend, stock split or otherwise because of or with respect to the
Pledged Shares or in exchange for the Pledged Shares, promptly after receiving
such evidence, accompanied by duly executed stock powers or other appropriate
instrument of transfer, with signatures guaranteed covering the same.
4. RIGHTS OF PLEDGOR IN THE PLEDGED SHARES.
Unless and until an Event of Default (as that term is defined
herein) shall have occurred, Pledgor shall be entitled to exercise all voting
and other corporate rights in respect of the Pledged Shares (except for the
right to receive dividends and distributions payable in kind, which shall be
delivered to the Custodian), including, without limitation, all rights and
privileges of conversion, exchange and subscription, as though Pledgor were the
absolute owner of the Pledged Shares, subject to the pledge herein contained.
Notwithstanding the foregoing, Pledgor covenants and agrees that it shall not
vote any of the Pledged Shares in any way inconsistent with the provisions or
intent of this Agreement. All rights of Pledgor to vote and give consents,
waivers and ratifications, and to convert, exchange or subscribe (collectively
referred to as the "Corporate Rights"), shall cease if an Event of Default
hereunder shall occur. If an Event of Default shall occur, whether or not the
Pledged Shares shall have been registered in Pledgees' name, Pledgee then shall
have the right to exercise all Corporate Rights with respect to the Pledged
Shares.
5. REPRESENTATIONS AND WARRANTIES.
Pledgor represents and warrants to Pledgees that:
2
(a) this Agreement has been duly authorized, executed and delivered
by Pledgor;
(b) the execution, delivery and performance by Pledgor of Pledgor's
obligations under this Agreement does not and will not violate any provision of
law or any judgment, order or regulation of any court or of any public or
governmental agency or authority applicable to Pledgor or of the Articles of
Incorporation or Bylaws of the Pledgor;
(c) the execution, delivery and performance by Pledgor of Pledgor's
obligations under this Agreement does not and will not conflict with or
constitute a breach of or a default under any agreement, indenture or instrument
to which Pledgor is a party or by which Pledgor or any of Pledgor's property is
bound; and
(d) this Agreement constitutes the legal, valid and binding
obligation of Pledgor enforceable in accordance with its terms.
6. COVENANTS.
Pledgor covenants that until all of the Obligations have been
satisfied in full it shall not sell, convey or otherwise dispose of any of the
Pledged Shares or any interest in the Pledged Shares, or create, incur or permit
to exist any pledge, mortgage, lien, charge or encumbrance or any security
interest whatsoever in or with respect to any of the Pledged Shares, other than
that created by this Agreement, nor attempt to do any of the foregoing.
7. RELEASE OF PLEDGED SHARES.
7.1 Custodian shall disburse the Pledged Shares at any time pursuant
to the joint written instructions of Pledgees and Pledgor (which may be executed
and/or transmitted in counterparts).
7.2 If, within ten (10) business days after a Maturity Date (as
defined in the respective Notes), Custodian shall not have received a notice
from the applicable Pledgee(s) that the Obligations to such Pledgee(s) have not
been satisfied in full and that such Pledgee(s) disputes Pledgor's right to
receive any Pledged Shares, Custodian shall deliver to Pledgor the Pro Rata
Shares (as defined below) of the Pledgee(s) to which the Maturity Date relates.
In the event Custodian receives such notice from the applicable Pledgee(s),
Custodian shall release the Pledged Shares solely in accordance with Section 9.2
below.
7.3 Upon delivery of all Pledged Shares by Custodian in accordance
with the terms hereof, this Agreement shall terminate and be of no further force
or effect.
8. EVENTS OF DEFAULT.
Any Event of Default under the Note shall be deemed an Event of
Default hereunder.
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9. PLEDGEES' REMEDIES UPON DEFAULT.
9.1 At any time after the occurrence of an Event of Default, any
Pledgee may, at its option, deliver a certificate to the Custodian and Pledgor
specifying the nature of the Event of Default. If, within ten business days (10)
after its receipt of such certificate, the Custodian shall not have received
written notice from Pledgor that it disputes the occurrence of such Event of
Default then the Custodian shall release to such Pledgee(s) a certificate or
certificates representing a percentage of the Pledged Shares equal to the ratio
of the original principal amount of such Pledgee's Note to the aggregate
original principal amount of all the Notes (with respect to any Pledgee, the
"Pro Rata Shares"). In the event that Pledgor does deliver a timely notice to
the Custodian that it disputes such determination, then Custodian shall release
the Pledged Shares solely in accordance with Section 9.2 below.
9.2 In the event any dispute arises between Pledgor and any Pledgee,
Custodian shall release such Pledgee's Pro Rata Shares solely (i) upon its
receipt of the joint written instructions of the applicable Pledgee(s) and
Pledgor (which may be executed and/or transmitted in counterparts) or (ii) in
accordance with a final judgment or final court order from a court of competent
jurisdiction directing disposition of the applicable Pledged Shares (a "Court
Order"). A judgment or order under any provision of this Agreement shall not be
deemed to be final until the time within which an appeal may be taken therefrom
has expired and no appeal has been taken, or until the entry of a judgment or
order from which no appeal may be taken. Custodian shall be entitled to receive
and may conclusively rely on an opinion of counsel to the presenting party to
the effect that a Court Order as referred to in this Section is final and
nonappealable and from a court of competent jurisdiction.
10. CUSTODIAN
10.1 Custodian undertakes to perform only such duties as are
expressly set forth herein.
10.2 Custodian may rely and shall be protected in acting or
refraining from acting upon any notice, instruction or request furnished to it
in writing hereunder and reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties.
10.3 Custodian shall not be liable for any action taken by it in
good faith without gross negligence, and may consult with counsel of its own
choice and shall have full and complete authorization and protection for any
reasonable action taken or suffered by it hereunder in good faith and in
accordance with the written opinion of such counsel.
10.4 Custodian may resign and be discharged from its duties or
obligations hereunder by giving notice in writing of such resignation specifying
a date (not less than thirty (30) days after the giving of such notice) when
such resignation shall take effect, and by transferring all funds then held by
it pursuant to this Agreement to the successor custodian. Promptly after such
notice, Pledgor and Pledgees shall by mutual agreement appoint a successor
custodian, such custodian to hold the Pledged Shares upon the resignation date
specified in such notice. If a successor custodian is not appointed within
thirty (30) days, Custodian shall have the right to petition any court of
competent jurisdiction for the appointment of a successor custodian. Pledgor and
Pledgees may by mutual agreement at any time substitute a new custodian by
giving fifteen (15) days' notice thereof to the Custodian then acting. Custodian
shall continue to serve until its successor accepts the responsibility of
Custodian and receives delivery of the Pledged Shares.
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10.5 Pledgor and Pledgees agree, jointly and severally, to indemnify
Custodian for, and to hold it harmless against, any loss, liability or expense
incurred by it, arising out of or in connection with its entering into this
Agreement and carrying out its duties hereunder, including the costs and
expenses of defending itself against any claim of liability in the premises,
other than as incurred by reason of its willful or reckless misconduct or bad
faith. The provisions of this section shall survive the resignation or removal
of Custodian and the termination of this Agreement.
10.6 Custodian's duties hereunder may be altered, amended, modified
or revoked only by a writing signed by Pledgor, Pledgees and Custodians.
10.7 Custodian is hereby expressly authorized to disregard any and
all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case Custodian obeys or complies with any such order, judgment or
decree, Custodian shall not be liable to any of the parties hereto or to any
other person, firm or corporation by reason of such decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered
without jurisdiction.
10.8 CUSTODIAN HAS ACTED AS LEGAL COUNSEL FOR PLEDGEES, AND MAY
CONTINUE TO ACT AS LEGAL COUNSEL FOR PLEDGEES, FROM TIME TO TIME,
NOTWITHSTANDING ITS DUTIES AS CUSTODIAN HEREUNDER. PLEDGOR CONSENTS TO CUSTODIAN
ACTING IN SUCH CAPACITY AS LEGAL COUNSEL FOR PLEDGEES AND WAIVES ANY CLAIM THAT
SUCH REPRESENTATION REPRESENTS A CONFLICT OF INTEREST ON THE PART OF CUSTODIAN.
PLEDGOR UNDERSTANDS THAT PLEDGEES AND CUSTODIAN ARE RELYING EXPLICITLY ON THE
FOREGOING PROVISION IN ENTERING INTO THIS AGREEMENT. NOTWITHSTANDING THE
FOREGOING, CUSTODIAN SHALL NOT REPRESENT PLEDGEES IN ANY PROCEEDING RESULTING
FROM CUSTODIAN DELIVERY OF THE PLEDGED SECURITIES INTO COURT AS CONTEMPLATED IN
SECTION 9.2 HEREOF.
10.9 Pledgees shall pay the fees and costs of the Custodian under
this Agreement.
11. NOTICES.
Notices, requests, instructions or other documents to be in given under
this Agreement shall be in writing and shall be deemed given and received, (i)
when sent if sent by facsimile, provided that the fax is promptly confirmed by
telephone confirmation thereof, (ii) when delivered, if delivered personally to
the intended recipient, and (iii) one business day later, if sent by overnight
delivery via a national courier service, and in each case, addressed to a party
at the following address for such party:
5
if to Pledgor:
Advanced Communications Technologies, Inc.
420 Lexington Avenue, Suite 2739
New York, NY 10170
Attention: Wayne Danson, Chief Executive Officer
Facsimile: 646.227.1666
With a copy to:
Eckert Seamans Cherin & Mellott, LLC
1515 Market Street - 9th Floor
Philadelphia, PA 19102
Attention: Gary A. Miller, Esquire
Facsimile: 215.851.8383
if to any Pledgee:
to the address set forth below such Pledgee's
name on the signature pages hereto
with copies to:
Quarles & Brady Streich Lang LLP
Renaissance One
Two N. Central Avenue
Phoenix, Arizona 85004-2391
Attention: Christian J. Hoffmann, III, Esquire
Fax: 602-420-5008
or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.
12. MISCELLANEOUS.
12.1 No course of dealing between Pledgor and Pledgees, nor any
failure or delay in exercising any right, power or privilege hereunder shall
operate as a waiver of such right, power or privileges.
12.2 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND THE PARTIES AGREE AND
CONSENT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN
NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING HEREUNDER, AND TO SERVICE
OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED (WHICH SHALL CONSTITUTE
"PERSONAL SERVICE"). The parties hereto hereby irrevocably waive, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this agreement.
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12.3 This Agreement shall inure to the benefit of the successors and
assigns of each Pledgee. This Agreement shall be binding upon each of the
successors and assigns of Pledgor.
12.4 This Agreement contains or refers to the entire agreement of
the parties with respect to its subject matter, and supersedes any prior
arrangements or understandings between the parties with respect thereto. Any
waiver, modification, discharge or termination of this Agreement must be in
writing and signed by the parties necessary to the enforcement thereof.
7
IN WITNESS WHEREOF, and intending to be legally bound by this
Agreement, each of the parties hereto has caused this Agreement to be executed
and delivered as of December ___, 2005.
PLEDGOR:
ATTEST: ADVANCED COMMUNICATIONS
TECHNOLOGIES, INC.
By:
------------------------------- -------------------------------------------
(Authorized Signature)
Name:
-------------------------------------
(Printed or Typed)
Title:
----------------------------------------
Date:
-----------------------------------------
State of _____________________ :
ss
County of ___________________ :
On this _____ day of ______________2005, before me the subscriber, a
Notary Public in and for the State and County aforesaid personally appeared
___________________________, known or satisfactory identified to me, who
acknowledged that he/she was the ______________[title of office] of Advanced
Communications Technologies, Inc. and had executed the foregoing instrument in
such capacity in the name of and on behalf of such corporation for/ the purposes
stated therein.
Witness my hand and seal the day and year aforesaid.
[Notarial Seal]
-------------------------------------------
Notary Public
SIGNATURES CONTINUE ON NEXT PAGE
8
PLEDGEES:
ATTEST:
------------------------------- -------------------------------------------
Theodore S. Li
Address:
-------------------------------------------
Hui Cynthia Lee
Address:
9
State of _____________________ :
ss
County of ___________________ :
On this _____ day of ____________2005, before me the subscriber, a
Notary Public in and for the State and County aforesaid personally appeared
THEODORE S. LI known or satisfactory identified to me, who acknowledged that he
had executed the foregoing instrument for the purposes stated therein.
Witness my hand and seal the day and year aforesaid.
[Notarial Seal]
-------------------------------------------
Notary Public
10
State of _____________________ :
ss
County of ___________________ :
On this _____ day of ____________2005, before me the subscriber, a
Notary Public in and for the State and County aforesaid personally appeared HUI
CYNTHIA LEE known or satisfactory identified to me, who acknowledged that she
had executed the foregoing instrument for the purposes stated therein.
Witness my hand and seal the day and year aforesaid.
[Notarial Seal]
-------------------------------------------
Notary Public
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IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, ADVANCED COMMUNICATIONS TECHNOLOGIES, INC. does
hereby sell, assign and transfer to ___________ , ______________________________
____________________________________ shares of the common stock of PACIFIC
MAGTRON INTERNATIONAL CORP., a _____________corporation, represented by
Certificate(s) No(s) _________________ inclusive, standing in the name of
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC. on the books of PACIFIC MAGTRON
INTERNATIONAL CORP. ADVANCED COMMUNICATIONS TECHNOLOGIES, INC. does hereby
irrevocably constitute and appoint _______________________ attorney to transfer
the said stock or bond(s) as the case may be, on the books of PACIFIC MAGTRON
INTERNATIONAL CORP., with full power of substitution in the premises.
ADVANCED COMMUNICATIONS
TECHNOLOGIES, INC.
By: (SEAL)
----------------------------------
Dated: , 200__
-------------------------------
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