All competing bids should be made before or at the hearing.
NOTICE IS HEREBY GIVEN that AEROTECH, INC. ("AeroTech") and INDUSTRIAL SOLID PROPULSION, INC. ("ISP"), debtors and debtors-in-possession (collectively, "Debtors" or "DIPs") have filed a Motion To Sell Assets Free and Clear Of Liens and Assign Unexpired Leases, Executory Contracts, Intellectual Property Rights and Licenses (the "Motion"). In addition to the sale, the Debtors' Motion requests the authorizing the Debtors to assume and assign all their executory contracts and unexpired leases to Buyer, authorizing the Debtors to assign all their licenses and permits to the Buyer to the extent permitted by law, and for such other and further relief as the Court deems just and equitable.
AeroTech and ISP own fixed assets (such as equipment, molds, furniture, tooling & fixtures), inventory (such as raw materials, work in process and finished goods), accounts receivable, intellectual property (such as business name, formulas, sources of supply, patents, trademarks, copyrights, logos and websites). A list of Equipment Inventory is attached hereto as Exhibit 'A'. A list of Patents is attached hereto as Exhibit 'B'. A list of raw material, work in progress and completed kits and rocket motors is available from Debtors' counsel. A list of license agreements is attached as Exhibit 'C'. Copies of the license agreements are available from Creditors Committee's counsel, the Examiner or Debtors' counsel. In addition, Debtors have accounts receivable. A list of such accounts receivable is available from Creditors Committee's counsel, the Examiner or Debtors' counsel after executing a confidentiality agreement.
Contracts & Leases
AeroTech and ISP have executory contracts and unexpired leases for equipment, offices and the rocket motor production facility. A list of these contacts is attached as Exhibit 'D'. Copies of these contracts are available from Creditors Committee's counsel, the Examiner or Debtors' counsel. The Debtors' Motion seeks authority to assume and assign to the successful Bidder these contracts and leases. However, the successful bidder can choose not to assume any contract it does not want to assume.
Licenses & Permits
AeroTech and ISP have Cedar City business licenses, Bureau of Alcohol, Tobacco and Firearms ("ATF") explosive manufacturing licenses, U.S. Department of Transportation ("DOT") EX-numbers, ISP's U.S. State Department ITAR registration, National Association of Rocketry, Tripoli Rocketry Association, Canadian and California State Fire Marshal rocket motor certifications. To the extent permitted by law, the Debtor will be assigning to the successful Bidder the licenses and permits.
Collectively, these Assets, Contracts & Leases and Licenses & Permits are referred to as the "Business".
A Purchase Offer for the Business has been made as follows:
Buyer: RCS (an insider). Price: Thirty Thousand Dollars ($30,000.00). Payable: The purchase price will be paid at closing in cash or certified funds. Terms: Assets to be transferred and conveyed at Closing by bills of sale and other documents required to transfer good and marketable title and assignments; Debtors shall assign the executory contracts and unexpired leases and licenses and permits to the Buyer through assignment documents as the Buyer may reasonably request; Buyer will assume the obligations of such contracts and leases.
The successful Buyer must be licensed to receive the Debtors' rocket motors and explosive materials from the applicable agencies. Pending licensing of the successful Buyer, the rocket motors and explosive materials will be stored in the Debtor's facility in Cedar City, Utah and the successful Buyer will be responsible for payment of the facility's rent and insurance. The successful Buyer will not be entitled to possession of the rocket motors or explosives until it holds the appropriate licenses.
Potential bidders may inspect the Debtor's facility after executing a confidentiality agreement. Additional information is available at the Debtors' website http://www.aerotech-rocketry.com.
NOTICE IS GIVEN that a Status Hearing will be held before a United States Bankruptcy Judge, in the Lloyd D. George Federal Building, 333 Las Vegas Boulevard South, Courtroom 4B, Las Vegas, Nevada on March 25, 2004 at 9:30 a.m.
NOTICE IS FURTHER GIVEN that the Auction will be held before a United States Bankruptcy Judge, in the Lloyd D. George Federal Building, 333 Las Vegas Boulevard South, Courtroom 4B, Las Vegas, Nevada on April 2, 2004 at 9:30 a.m.
Lenard E. Schwartzer Nevada Bar No. 0399
Schwartzer & McPherson Law Firm
317 South Sixth Street Las Vegas, NV 89101
Telephone: (702) 228-7590 Facsimile: (702) 892-0122
Attorneys for Debtors and Debtors in Possession