Venice, FL, February 24, 2010 --(PR.com
)-- Freeland Systems, LLC will conduct a public foreclosure sale of certain assets of Kardia Health Systems and FSL Acquisition Corporation on March 5, 2010 in Minneapolis, Minn. The sale will include AccessPoint™ technology, which has been marketed by Kardia Health Systems since May 8, 2008 under the trade names AccessPoint and Connected Care.
Pursuant to a Court Order (Case No. 09-cv-02767 (PJS/AJB) and a promissory note default by Kardia Health Systems and FSL Acquisition Corporation, Freeland Systems is providing this notice of a public sale under the Uniform Commercial Code:
Notice Is Hereby Given that Freeland Systems, L.L.C., a Florida limited liability company a/k/a Mage Partners, LLC (“Freeland”), having a security interest in certain assets of FSL Acquisition Corp., a Minnesota corporation (the “Company”), wholly-owned by Kardia Health Systems, Inc. (“Kardia”), pursuant to the terms of an Asset Purchase Agreement dated May 8, 2008 (the “Agreement”), among the Company, Kardia and Freeland, by reason of defaults under the terms of the Agreement will conduct a PUBLIC SALE of the assets described below (the “Collateral”), pursuant to the terms of the Agreement and Section 9-610 of the Uniform Commercial Code as adopted and in effect in the State of Minnesota.
1. Time/Place of Sale. This public sale shall take place at 1:30 P.M. on Friday, March 5, 2010, at the offices of Robins, Kaplan, Miller & Ciresi L.L.P., 2800 LaSalle Plaza, 800 LaSalle Avenue, Minneapolis, Minnesota 55402.
2. Description of Collateral. The Collateral to be sold consists of the following assets relating to the business (the “Business”), acquired by the Company from Freeland pursuant to the Agreement:
a. Customer lists and information in Freeland’s possession identifying active and inactive customers of the Business acquired from 1996 through May 8, 2008, including:
b. Account credentials for customer list information stored on verticalresponse.com, and all rights to such accounts.
c. A copy of all software identified on backup DVDs created on or about May 12, 2008. This includes source code, object code, and supporting documentation and materials for the full AccessPoint suite of products, as well as products in conception or development, as such products and projects existed on or about May 12, 2008.
d. All intellectual property rights in software existing as of May 8, 2008, including but not limited to all copyrights and other intellectual property rights in software source and object code identified on back-up DVDs created on or about May 12, 2008, together with all remedies against infringement thereof.
e. All rights to all trademarks, trade names, and trade dress existing as of May 8, 2008, including the names FREELAND, Freeland Systems, “Data Miner” and “ACCESS POINT,” along with all artwork, logos, and marketing materials in Freeland’s possession relating thereto, together with all remedies against infringement thereof.
f. All rights and responsibilities granted to Freeland Systems LLC in Kardia Health Systems, Inc.’s intellectual property license dated November 1, 2007.
g. All rights to assignment of the toll-free telephone number 1-800-615-2931.
h. All rights to the e-mail and web-site addresses (including freelandsystems.com) and other identifying addresses, along with all rights and account credentials for domain name previously registered by Freeland Systems, LLC.
3. Conditions of Sale. Collateral may be purchased in whole or in part for cash or cash equivalent (including wire transfers) delivered to Freeland at the time and place of the public sale. Freeland may bid for and purchase all or a portion of the Collateral by credit bid up to the amount of its claim against the Company and Kardia, including without limitation, expenses of the public sale, principal and accrued interest. Freeland also reserves the right to adjourn, delay or terminate the public sale in its sole and absolute discretion. THE PUBLIC SALE SHALL BE “AS IS” AND “WHERE IS”, WITHOUT EXPRESSED OR IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE WHATSOEVER AND ALL WARRANTIES OF TITLE, POSSESSION, QUIET ENJOYMENT OR THE LIKE ARE EXPRESSLY DISCLAIMED. The sale shall be subject to such further conditions as may be announced by Freeland or its agents prior to the start of the public sale.
4. Additional Information. Additional information concerning the public sale is posted on Freeland’s website, www.freelandsystems.com. Requests for information concerning the Collateral and the public sale should be directed to Robins, Kaplan, Miller & Ciresi, L.L.P., 2800 LaSalle Plaza, 800 LaSalle Avenue, Minneapolis, Minnesota, 55402, Attention: David L Mitchell, phone 612-349-8282, fax 612 339-4181 and e-mail email@example.com.
About Freeland Systems
Headquarted in Venice, Fla. with operations in Denver, Colorado, Freeland Systems, LLC has a 30-year history of providing image management technology to the health care industry. The company developed the proprietary line of AccessPoint technology that includes structured reporting, viewing and archiving. AccessPoint’s focus on value pricing and clinical efficiencies make the technology particularly attractive to smaller cardiology practices.