UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
The Ashton Technology Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
045084-10-0
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(CUSIP Number)
Mr. David N. Rosensaft
c/o Practical Group, Inc.
215 East 68th Street, Suite 12-O
New York, New York 10021 (212) 570-9191
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 1997
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 1 of 20 pages
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SCHEDULE 13D
CUSIP No. 045084-10-0 Page 2 of 20 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David N. Rosensaft
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 750,000 (See Item 5)
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 750,000
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
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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)
9.92%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer
This statement relates to shares of common stock, par value $.01 per
share ("Common Stock"), of The Ashton Technology Group, Inc., a Delaware
corporation (the "Company") with principal executive offices located at 1900
Market Street, Suite 701, Philadelphia, Pennsylvania 19103. This statement
constitutes Amendment No. 2 to the Schedule 13D of David N. Rosensaft,
originally filed with the Securities and Exchange Commission (the "Commission")
on May 2, 1996 (the "Initial Filing"), as amended by Amendment No. 1 thereto
filed with the Commission on July 10, 1996.
This statement constitutes the second electronic amendment to the Initial
Filing, and in accordance with Rule 13d-2(c) promulgated by the Commission,
contains certain information previously disclosed by the Initial Filing. The
information set forth in the Initial Filing is amended and restated as set forth
herein.
Item 2. Identity and Background
(a). This statement is filed on behalf of David N. Rosensaft.
(b). The business address of Mr. David N. Rosensaft is c/o Practical
Group, Inc., 215 East 68th Street, Suite 12-O, New York, New York 10021.
(c). The occupation of Mr. David N. Rosensaft is business consultant. Mr.
David N. Rosensaft also serves as President of Practical Group, Inc. As of the
date hereof, Mr. David N. Rosensaft is a consultant to the Company, although
upon payment in full of the Purchase Price (as defined below) to Mr. David N.
Rosensaft, such consulting arrangement with the Company will be voided.
(d). Mr. David N. Rosensaft has not been convicted in any criminal
proceeding during the past five years.
(e). During the past five years, Mr. David N. Rosensaft has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction the result of which proceeding was 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.
(f). David N. Rosensaft is a citizen of the United States of America.
Page 3 of 20 pages
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Item 3. Source and Amount of Funds or Other Consideration
David N. Rosensaft acquired the Shares (as defined below) pursuant to an
Agreement and Plan of Reorganization ("Reorganization Agreement") dated October
25, 1995, by and among the Company, Universal Trading Technologies Corporation,
a Delaware corporation ("UTTC") and each of the then stockholders of UTTC,
including Mr. David N. Rosensaft. Under the Reorganization Agreement, the
Company issued and sold 1,100,000 shares of Common Stock to Mr. David N.
Rosensaft in exchange for 1,666,667 shares of common stock of UTTC owned by Mr.
David N. Rosensaft.
On January 19, 1996, the Company and David N. Rosensaft executed a Stock
Purchase Agreement, pursuant to which the Company purchased from David N.
Rosensaft 200,000 shares of Common Stock held by David N. Rosensaft for an
aggregate purchase price of $300,000. The purchase price was paid by the Company
with a promissory note (the "Note") of the Company dated January 19, 1996. On
April 19, 1997, the principal and all accrued interest on the Note becomes due
and payable.
On March 15, 1996, David N. Rosensaft granted to The Dover Group, Inc.
("Dover") options to purchase 150,000 shares of Common Stock owned by him. Dover
paid David N. Rosensaft $.10 per share in consideration of the grant. These
options were exercised by Dover on June 27, 1996 at an exercise price of $1.50
per share, with the $.10 per share being credited against such exercise price.
Item 4. Purpose of Transaction
The initial acquisition of the Shares was for investment purposes.
The disposition of beneficial ownership of 750,000 shares of Common Stock
by Mr. David N. Rosensaft is part of a plan of settlement, dated as of January
30, 1997 (the "Settlement Agreement"), for the resolution of certain disputes
that have arisen among Mr. David N. Rosensaft, the Company, UTTC, Dover and
Fredric W. Rittereiser ("Rittereiser"). Pursuant to the Settlement Agreement,
Mr. David N. Rosensaft has agreed to sell the Shares to Dover, Rittereiser or
his or its designee on April 10, 1997 in accordance with the terms and
provisions of the Stock Purchase Agreement (as defined below). The Settlement
Agreement is attached as Exhibit 99.1 hereto.
The reporting person has no plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (b) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
According to the Form 10-QSB of the Company for the period ended December
31, 1996, the Company had 7,562,500 shares of its Common Stock issued and
outstanding.
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As of the date hereof, Mr. David N. Rosensaft is the beneficial owner of
750,000 shares of Common Stock (the "Shares"), or 9.92% of the Company's Common
Stock outstanding. Such ownership is direct. Mr. David N. Rosensaft has sole
dispositive and voting power with respect to the Shares, except as described
below.
On January 30, 1997 Mr. David N. Rosensaft entered into a Stock Purchase
Agreement ("Stock Purchase Agreement") with the Company, Dover and Rittereiser,
wherein Mr. David N. Rosensaft agreed to sell the Shares to Dover, Rittereiser
or his or its designee ("Buyer") for a total purchase price of $2,000,000 (the
"Purchase Price") on April 10, 1997 (the "Closing Date"). Pursuant to the Stock
Purchase Agreement, Mr. David N. Rosensaft agreed that during the period from
January 30, 1997 through the Closing Date, he will vote the Shares in any and
all stockholder meetings in the same manner and proportion as all other shares
of Common Stock are voted with respect to all matters, including any proposal
that relates to the operation or management of the Company and proposals to
elect or remove directors. The Stock Purchase Agreement is attached as Exhibit
99.2 hereto.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
See Item 5.
Additionally, in connection with the Company's initial public offering in
May 1996, David N. Rosensaft agreed for a period of 13 months which will expire
on June 2, 1997 ("Lock-up Period") not to sell the Shares without the prior
written consent of First United Equities Corporation ("First United"), the
underwriter of the Initial Public Offering.
Item 7. Material to Be Filed as Exhibits
The following exhibits are annexed hereto:
99.1. Settlement Agreement dated as of January 30, 1997, by and among The
Ashton Technology Group, Inc., Universal Trading Technologies Corporation,
Fredric W. Rittereiser, The Dover Group, Inc and David N. Rosensaft.
99.2. Attached as Exhibit A to the Settlement Agreement is the Stock
Purchase Agreement by and among The Ashton Technology Group, Inc., The Dover
Group, Inc., Fredric W. Rittereiser and David N. Rosensaft, dated January 30,
1997.
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Signature
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.
March 20, 1997 /s/ David N. Rosensaft
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Date Signature
David N. Rosensaft
----------------------
Name
Page 6 of 20 pages
EXHIBIT 99.1
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (this "Agreement"), dated as of January 30, 1997,
is by and among THE ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation (the
"Company"), UNIVERSAL TRADING TECHNOLOGIES CORPORATION, a Delaware corporation
and a subsidiary of Ashton ("UTTC"), FREDRIC W. RITTEREISER ("Rittereiser"), THE
DOVER GROUP, INC. ("Dover") and DAVID N. ROSENSAFT ("Rosensaft").
WHEREAS, the Company and UTTC have engaged Rosensaft as a consultant to
advise UTTC on, among other things, the implementation of the Universal Trading
System with the Philadelphia Stock Exchange;
WHEREAS, the Company, UTTC and Rosensaft executed a consulting agreement,
dated as of January 19, 1996, (the "Consulting Agreement");
WHEREAS, Rosensaft owns beneficially or otherwise 750,000 shares (the
"Ashton Shares") of the outstanding common stock of the Company, par value $.01
per share;
WHEREAS, Rosensaft owns beneficially or otherwise 333,333 shares (the "UTTC
Shares") of the outstanding common stock of UTTC, par value $.01 per share, (the
"UTTC Common Stock"); and
WHEREAS, certain disputes have arisen among Rosensaft, on the one hand, and
the Company, UTTC, Dover and Rittereiser, on the other, with respect to
Rosensaft's relationship with the Company and UTTC and his role as a consultant
to the Company and UTTC, and the parties have agreed to settle and resolve each
and every dispute and to enter into certain agreements on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. In addition to the terms elsewhere defined in this
Agreement, the following terms when used in this Agreement shall have the
following respective meanings, unless the context clearly indicates otherwise:
"Affiliate" means, with respect to a Person, any other Person controlled by
or, as of the date of this Agreement, controlling or under common control with,
such Person. "Control" (including the terms "controlling," "controlled by" and
"under common control with") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, the holding of proxies,
by contract or otherwise.
"Ashton Shares" is defined in the Recitals.
"Consulting Agreement" is defined in the Recitals.
"Person" means any individual, corporation, partnership, limited liability
company or partnership, firm, joint venture, association, joint stock company,
trust, unincorporated organization, governmental entity or other entity or
organization.
"Promissory Note" shall mean the 9% promissory note due February 6, 1997
issued by Dover to Rosensaft on the date hereof in the principal amount of
$60,000.
"Purchase Price" shall mean the total purchase price of $2,000,000 for the
Ashton Shares.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Subsidiaries" shall mean UTTC and Computer Science Innovations, Inc. and
each corporation as to which the Company, directly or indirectly, owns a
majority of the outstanding shares of stock or other ownership interests having
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voting power under ordinary circumstances to elect a majority of directors of
such corporation or other Persons performing similar functions for such entity.
"Stock Purchase Agreement" shall mean the agreement attached hereto as
Exhibit A by and among the Company, Rittereiser and Rosensaft for the sale and
purchase of the Ashton Shares.
"UTTC Common Stock" is defined in the Recitals.
"UTTC Shares" is defined in the Recitals.
ARTICLE II
TERMS OF AGREEMENT
2.1 Consulting Agreement. Effective upon the payment in full of the
Purchase Price to Rosensaft as provided for in the Stock Purchase Agreement, the
Consulting Agreement shall be deemed to be void ab initio and all rights and
obligations of the parties thereto shall cease to exist and be of no legal force
or effect.
2.2 Purchase and Sale of Ashton Shares. Simultaneously with the execution
of this Agreement, the Company, Rittereiser and Rosensaft shall enter into the
Stock Purchase Agreement.
2.3 Registration Rights. Pursuant to the terms and subject to the
conditions set forth in the Stock Purchase Agreement, the Company agrees to
cause the Ashton Shares to be registered under the Securities Act upon request
by Rittereiser or his assignee.
2.4 Promissory Note. Simultaneously with the Agreement, Dover or its
assignee shall deliver to Rosensaft the Promissory Note in consideration for the
$60,000 loan made by Rosensaft to Dover on October 21, 1996.
2.5 Release. Effective upon the payment in full of the Purchase Price to
Rosensaft as provided for in the Stock Purchase Agreement and except for any
breach of this Agreement or the Stock Purchase Agreement, and except as provided
in Section 2.6 below, each of the parties hereto, on behalf of itself and each
and every one of its present, former and future stockholders, officers,
directors, employees, agents, parents, subsidiaries, affiliates, successors,
assigns and predecessors, does hereby release and forever discharge each of the
other parties hereto and each of their respective Affiliates, heirs, executors,
administrators, successors, agents, attorneys and assigns, of and from any and
all manner of claims, demands, damages, actions, causes of action or suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, trespasses, judgments
and executions whatsoever, in law or equity, whether known or unknown, directly
or indirectly which any of them or any of their heirs, executors,
administrators, successors and assigns can, shall or may have, or ever had, or
might have but for this release, for, upon or by reason of any matter, cause or
thing whatsoever, from the beginning of the world to the date of this Agreement.
2.6 Reservation of Rights. The foregoing release contained in Section 2.5
above does not include Rosensaft's right to enforce the terms of (i) the
Promissory Note against Dover or its assignee, or (ii) the January 16, 1997
agreement among and between Rosensaft, the Company, UTTC, Dover and Rittereiser.
2.7 Waiver of Derivative Claim. At no time shall any party hereto bring a
derivative claim which can be asserted on behalf of the Company or any of its
Subsidiaries in relation to, by reason of, based upon, or arising out of or in
connection with this Agreement or the claims which are settled and/or released
by this Agreement.
ARTICLE III
REGISTRATION RIGHTS
3.1 Rosensaft Registration Rights. If UTTC proposes at any time following
the date hereof to register any shares of the UTTC Common Stock in an initial
public offering registered under the Securities Act through an underwriter or
underwriters, UTTC shall promptly give written notice to Rosensaft of its
intention to register the UTTC Common Stock. Such written notice shall include,
without limitation, a list of the jurisdictions in which UTTC intends to attempt
to qualify such securities under the applicable blue sky or other state
securities laws. Upon receipt of UTTC's written notice, Rosensaft shall have
thirty days to provide UTTC with a written request specifying the total number
of UTTC Shares to be included in such registration under the Securities Act.
UTTC shall include in such registration statement (and any related qualification
Page 8 of 20 pages
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under blue sky laws or other compliance required under the Securities Act) all
UTTC Shares requested by Rosensaft to be included therein; provided, however,
that UTTC may at any time withdraw or cease proceeding with any such
registration if it shall at the same time withdraw or cease proceeding with the
registration of all the other shares of UTTC Common Stock originally proposed to
be registered.
3.2 Underwriting. Rosensaft shall have the right to include any or all of
the UTTC Shares in any underwriting of UTTC Common Stock, provided, however,
that such right shall be conditioned upon Rosensaft's requesting inclusion of
such UTTC Shares in the underwriting and that the subsequent inclusion of such
UTTC Shares in the underwriting shall be on the terms and conditions provided
herein. In agreeing to distribute the UTTC Shares through such underwriting,
Rosensaft shall (together with UTTC and the other holders distributing their
UTTC Common Stock through such underwriting) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting by UTTC. Notwithstanding any other provision of Section 3.1 or
this Section 3.2, in the event that the managing underwriter determines that
marketing factors require a limitation on the number of shares of UTTC Common
Stock to be sold, then UTTC will be required to include in such offering only
that number of shares of UTTC Common Stock which it is so advised should be
included in such offering. The UTTC Common Stock proposed by UTTC to be sold
shall have the first priority and all other shares of UTTC Common Stock,
including the UTTC Shares and any other shares of UTTC Common Stock in which
registration rights have been requested (the "Selling Shareholders' Shares"),
shall be given a second priority without preference among the relevant holders.
If less than all of the Selling Shareholders' Shares are to be included in the
offering, such shares shall be included in the offering pro rata based on the
total number of shares sought to be offered other than for issuance by UTTC. No
person may participate in any offering hereunder unless such person (x) agrees
to sell such person's UTTC Common Stock on the basis provided in any
underwriting arrangements approved by UTTC and (y) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
If market conditions force UTTC to limit the number of shares of UTTC
Common Stock to be sold, UTTC shall so advise Rosensaft of the number of UTTC
Shares that may be included in the offering and underwriting at the time of the
filing of the registration statement. If Rosensaft disapproves of the terms of
any such underwriting, he may elect to withdraw all or any portion of the UTTC
Shares therefrom by written notice to UTTC and the underwriter.
3.3 Expenses of Registration. All expenses incurred in connection with the
registration statement contemplated by this Agreement, including without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery
expenses and fees and disbursements of counsel for UTTC and their respective
independent certified public accountants, underwriters (excluding discounts and
commissions) and other persons retained by UTTC shall be paid solely by UTTC
and, to the extent that they agree, any other holders of shares of UTTC Common
Stock (other than Rosensaft) whose shares are included in such registration
statement.
3.4 Registration Procedures. In the case of a registration statement filed
under the Securities Act pursuant to this Agreement, UTTC will keep Rosensaft,
if participating therein, advised in writing as to the initiation of such
registration statement and as to the completion thereof. UTTC will:
(1) Keep such registration statement pursuant to Section 3.1 effective for
a period of 180 days or until Rosensaft has completed the distribution
described in the registration statement relating thereto, whichever
first occurs; and
(2) Furnish such number of prospectuses and other documents incident
thereto as Rosensaft from time to time may reasonably request.
3.5 Indemnification. (a) Rosensaft will, if any of the UTTC Shares are
included in a registration statement pursuant to Section 3.1, indemnify the
Company, each of their directors and officers who sign such registration
statement, each underwriter, each person who controls any underwriter of the
UTTC Common Stock covered by such a registration statement and each person who
controls UTTC within the meaning of the Securities Act, against all claims,
losses, damages, and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus or other document,
or any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
and will reimburse UTTC, such directors, officers, persons, or underwriters for
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any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability, or action,
in each case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus or other document in reliance upon and in
conformity with information furnished in writing to UTTC by Rosensaft
specifically for use therein.
(b) With respect to a registration statement filed pursuant to Section 3.1,
UTTC will indemnify Rosensaft, each underwriter and each person who controls any
underwriter of the UTTC Common Stock, against all claims, losses, damages, and
liabilities (or actions in respect thereto) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus or other document (including any related registration statement,
notification or the like) incident to any such registration statement, or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation by UTTC of any rule or regulation promulgated under the
Securities Act applicable to UTTC and relating to action or inaction required of
UTTC in connection with any such registration statement and will reimburse
Rosensaft and each such underwriter and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that UTTC will not be liable in any such
case to the extent that any final damage award or fully adjudicated liability is
based on any untrue statement or omission based upon information furnished to or
omitted to be furnished to UTTC by Rosensaft specifically for use therein, and
which was used therein with Rosensaft's written permission.
(c) Each party entitled to indemnification under this Section 3.6 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that, counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such
party's expense; provided, further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 3.6. No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.
3.6 Information by Rosensaft. If any of the UTTC Shares are included in any
registration statement pursuant to Section 3.1, Rosensaft shall furnish to UTTC
such information regarding Rosensaft as UTTC may request in writing and as shall
be reasonably required in connection with any such registration statement. Prior
to using any such information, UTTC shall obtain Rosensaft's prior written
permission to use such information in any registration statement, which approval
Rosensaft shall reasonably provide.
ARTICLE IV
CLOSING
4.1 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place on April 10, 1997 at the offices of Cadwalader,
Wickersham & Taft, 100 Maiden Lane, New York, N.Y. 10038.
ARTICLE V
GENERAL PROVISIONS
5.1 Representations and Warranties. Each party represents and warrants to
the other party that (i) the execution, delivery and performance of this
Agreement has been duly authorized and all actions necessary for the due
execution, delivery and performance of this Agreement have been taken, (ii) this
Agreement constitutes the legal, valid and binding obligation of the parties
enforceable against each party in accordance with its terms, (iii) it has been
represented by legal counsel of its choosing, and (iv) this Agreement has been
executed and delivered as its own free act and deed and not as the result of
duress by any other party hereto. The representations, warranties and covenants
of the parties set forth in this Section 5.1 shall survive the Closing.
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5.2 Further Assurances. Each party agrees from time to time, at the request
of any other party, to execute such documents or ratify such agreements as may
be reasonably necessary to effect the agreements contained herein.
5.3 Modification. This Agreement shall not be modified or amended except by
an agreement in writing executed by all parties hereto.
5.4 Applicable Law. This Agreement shall be governed under the law of the
State of New York without regard to the principles of conflicts of law thereof.
5.5 Assignment. None of the parties hereto may assign any of their
respective rights or delegate any of their respective obligations under this
Agreement to any party without the prior written consent of each of the other
parties hereto; provided, however, that upon written notice to the parties
hereto (i) this Agreement may be assigned by operation of law or pursuant to the
laws of descent and distribution and (ii) the rights and obligations of Dover
and Rittereiser under the Stock Purchase Agreement may be assigned as provided
in Section 9.1 thereof. Notwithstanding the foregoing, this Agreement and the
rights and obligations set forth herein shall be binding on all parties and on
their successors and permitted assigns.
5.6 Entire Agreement. This Agreement and the Stock Purchase Agreement
contain the entire and final agreement between the parties with respect to the
subject matter hereof, and no oral statements, assumptions or representations or
prior written matter not contained or referred to in this instrument shall have
any force or effect.
5.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be one and the same instrument.
5.8 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provisions
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
5.9 Headings. The headings used in this Agreement are for convenience only
and shall not be deemed part of the agreements of the parties set forth herein.
5.10 Waiver. No consent or waiver, express or implied, by any party to or
of any breach or default by another party in performance by the breaching party
of its obligations under this Agreement shall be deemed or construed to be a
consent or waiver to or of any breach or default by the breaching party in the
performance by such breaching party of any other obligations of such breaching
party under this Agreement. Failure on the part of any party to object to or
complain of any act or failure to act of any of the other parties or to declare
any of the other parties in default shall not constitute a waiver of any right
or remedy or the ability to object or complain or to declare any default at any
time in the future.
5.11 Submission to Jurisdiction. Any judicial proceeding brought with
respect to this Agreement must be brought in any United States District Court
(or if such court lacks jurisdiction, any state court) sitting in New York, New
York and by execution and delivery of this Agreement, each signatory hereto (i)
hereby submits to and accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate court, and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this
Agreement and (ii) irrevocably waives any objection it may now or hereafter have
as to the venue of any such suit, action or proceeding brought in such a court
or that such court is an inconvenient forum.
5.12 No Admissions. Nothing contained in this Agreement shall be considered
an admission by either party of any wrongdoing under any Federal, state or local
statute, public policy, tort law, contract law, common law or otherwise.
5.13 No Third Party Claims. Each party represents and warrants that no
other person or entity has, or to the best knowledge of such party claims, any
interest in any potential claims, demands, causes of action, obligations,
damages or suits released pursuant to this Agreement; that it or he is the owner
of all other claims, demands, causes of action, obligations, damages or suits so
released; that it or he has full and complete authority to execute this
Agreement; and that it or he has not sold, assigned, transferred, conveyed or
otherwise disposed of any claim, demand, cause of action, obligation or
liability subject to this Agreement.
5.14 Confidentiality. Except as required by law pursuant to a valid
subpoena, or with the written consent of the parties hereto, no party to this
Page 11 of 20 pages
<PAGE>
Agreement or any Person acting for or on their behalf, shall directly or
indirectly make any written or oral statement publicly or privately to any
Person if such statement relates to or concerns (i) this Agreement, (ii) any
matter related to this Agreement, (iii) the management, conduct or affairs of
the Company, its Subsidiaries or Rosensaft, (iv) the relationship by and among
the parties, or (v) unless expressly directed by the Company's Board of
Directors, the relationship of the Company or its Subsidiaries with any third
party. Notwithstanding the foregoing, a party to this Agreement may discuss any
of the foregoing privately with (a) a member of such party's immediate family or
(b) attorneys and other professional advisors (each an "Authorized Person") if,
and only if, the Authorized Person agrees to be bound by the terms of this
Section 5.14. If an Authorized Person breaches the terms of this Section 5.15,
the party to this Agreement who discussed the prohibited matters with the
Authorized Person shall be liable for the Authorized Person's breach of this
Section 5.14.
5.15 Notice. All notices or requests hereunder shall be sufficiently given
for all purposes hereunder if in writing and delivered personally or by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or number as set forth below. Notices to Rosensaft shall be addressed
to:
David N. Rosensaft
215 East 68th Street, Suite 12-O
New York, New York 10021
with a copy to:
Thomas Campbell, Esq.
Smith Campbell & Paduano
150 East 58th Street
New York, New York 10155
Tel: (212) 754-4242
Fax: (212) 754-4399
or at such other address and to the attention of such other person as Rosensaft
may designate by written notice to the other parties hereto. Notices to the
Company or UTTC shall be addressed to:
Universal Trading Technologies Corporation
1900 Market Street, Suite 701
Philadelphia, PA 19103-0012
Attn: Robert A. Eprile
Tel: (215) 988-3400
Fax: (215) 636-3560
with a copy to:
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
Attn: Harvey Spear
Tel: (212) 504-6000
Fax: (212) 504-6666
or at such other address and to the attention of such other person as the
Company or UTTC may designate by written notice to the other parties hereto.
Notices to Rittereiser or Dover shall be addressed to:
The Dover Group, Inc.
17 Route 37 East
Toms River, NJ 08753
Attn: Fredric W. Rittereiser
Tel: (908) 505-9300
Fax: (908) 505-8540
or at such other address and to the attention of such other person as
Rittereiser or Dover may designate by written notice to the other parties
hereto.
5.16 Time is of the Essence. Time is of the essence of this Agreement and
every provision hereof.
5.17 Expenses. Whether the Closing does or does not occur, all legal and
other costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
Page 12 of 20 pages
<PAGE>
and expenses.
5.18 Tolling. The statute of limitations shall be tolled as of December 9,
1996 through and including the date the release provided in Section 2.5 becomes
effective or, in the event the Agreement is determined to be null and void
pursuant to Section 5.19 hereof, thirty (30) days following receipt by Rosensaft
of notice claiming that the Agreement is null and void thereunder, on all claims
that Rosensaft has or may have against the Company, UTTC, Dover and Rittereiser,
individually or collectively.
5.19 Standstill. Notwithstanding any other provision hereof, this
Settlement Agreement and the Stock Purchase Agreement shall be null and void if
at any time between the date hereof and the Closing Date (i) Rosensaft commences
any litigation against any of the other parties hereto relating to any claim he
may have against any party to this Agreement, or (ii) Rosensaft talks or
otherwise communicates with or provides information to any publication or its
employees, relating to Rosensaft's relationship (past, present or future) to the
Company, UTTC, or their officers or directors.
5.20 "Confidential Treatment"
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
THE ASHTON TECHNOLOGY GROUP, INC. THE DOVER GROUP, INC.
By: /s/ Fredric W. Rittereiser By: /s/ Fredric W. Rittereiser
Name: Fredric W. Rittereiser Name: Fredric W. Rittereiser
Title: President Title: Chairman
UNIVERSAL TRADING TECHNOLOGIES FREDRIC W. RITTEREISER
CORPORATION
By: /s/ Fredric W. Rittereiser By: /s/ Fredric W. Rittereiser
Name: Fredric W. Rittereiser Name: Fredric W. Rittereiser
Title: Chairman Title:
DAVID N. ROSENSAFT
By: /s/ David N. Rosensaft
Name: David N. Rosensaft
Title:
Page 13 of 20 pages
Exhibit A
EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 30,
1997, is by and among THE ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation,
(the "Company"), THE DOVER GROUP, INC. ("Dover"), FREDRIC W. RITTEREISER
("Rittereiser") and DAVID N. ROSENSAFT ("Seller").
WHEREAS, Dover, Rittereiser or his or its designee ("Buyer") desire to
purchase from Seller, and Seller desires to sell to Buyer, 750,000 shares of the
issued and outstanding common stock of the Company, par value $.01 per share
(the "Shares"), for a total purchase price of $2,000,000 (the "Purchase Price"),
upon the terms and subject to the conditions set forth herein; and
WHEREAS, the Company desires to grant to Buyer registration rights under
the Securities Act of 1933, as amended (the "Securities Act"), to the Shares;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, the following terms when used in this Agreement shall have the
following respective meanings, unless the context clearly indicates otherwise.
All capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the settlement agreement, dated as of January 30,
1997, by and among the Company, Rittereiser, UTTC, Dover and Seller (the
"Settlement Agreement"):
"Closing" is defined in Article XIII.
"Closing Date" is defined in Article XIII.
"Common Stock" shall mean the issued and outstanding common stock of the
Company, par value $.01 per share.
"Person" shall mean any individual, corporation, partnership, limited
liability company or partnership, firm, joint venture, association, joint stock
company, trust, unincorporated organization, governmental entity or other entity
or organization.
"Securities Act" is defined in the Recital.
"Shares" is defined in the Recital.
ARTICLE II
SALE OF STOCK
2.1 Purchase and Sale. (a) On the basis of the representations, warranties,
covenants and agreements set forth herein and subject to the satisfaction or
waiver of the conditions set forth herein, upon execution of the Settlement
Agreement, Seller will sell the Shares to Buyer and Buyer will purchase the
Shares from Seller in consideration of $2,000,000 payable at the Closing (the
"Stock Purchase"). At the Closing, Seller and the Company (to the extent that it
has any of the Shares in its possession or control) shall deliver to Buyer the
stock certificates representing all of the Shares, accompanied by a stock power
duly executed in blank and shall take such steps as shall be necessary to cause
the Company to enter Buyer or any nominee(s) upon the books of the Company as
the holder of the Shares and to issue one or more share certificates evidencing
ownership of the Shares to Buyer or any nominee(s).
(b) Seller hereby agrees that during the period from the execution of the
Settlement Agreement through the Closing Date, Seller shall vote the Shares in
any and all stockholder meetings in the same manner and proportion as all other
shares of Common Stock are voted with respect to all matters, including any
proposal that relates to the operation or management of the Company and
proposals to elect or remove directors.
Page 14 of 20 pages
<PAGE>
ARTICLE III
REQUEST FOR REGISTRATION
3.1 Request for Registration. (a) In case the Company shall receive from
Buyer a written request that the Company register under the Securities Act all
or a part of the Shares, the Company will, as soon as practicable, use its
diligent best efforts to register (including, without limitations, the execution
of an undertaking to file post-effective amendments, appropriate qualifications
under the applicable blue sky or other state securities laws and appropriate
compliance with exemptive regulations issued under the Securities Act and any
other governmental requirements or regulations) all or such portion of such
Shares as are specified in such request; provided, however, that the Company
shall not be obligated to take any action to register the Shares pursuant to
this Section 3.1 after (i) the Company has filed one such registration pursuant
to this subparagraph (a) with the Securities and Exchange Commission (the
"Commission") and such registration has been declared or ordered effective or
(ii) December 31, 2001.
(b) Subject to the foregoing proviso, the Company shall file with the
Commission a registration statement covering the Shares requested to be
registered as soon as practical, but in any event within ninety days, after
receipt of the request of Buyer; provided, however, that if the Company shall
furnish to such Buyer a certificate signed by the president of the Company
stating that in the good faith judgment of the Board of Directors it would be
seriously detrimental to the Company and its stockholders for such registration
statement to be filed at the date filing would be required and it is therefore
essential to defer the filing of such registration statement, the Company shall
have an additional period of not more than ninety days within which to file such
registration statement.
3.2 Underwriting. If Buyer intends to distribute the Shares covered by
their request by means of an underwriting, they shall so advise the Company as a
part of their request made pursuant to Section 3.1. In such event, if so
requested in writing by the Company, Buyer shall negotiate with an underwriter
selected by the Company with regard to the underwriting of such requested
registration; provided, however, that if Buyer has not agreed with such
underwriter as to the terms and conditions of such underwriting within twenty
days following commencement of such negotiations, Buyer may select an
underwriter of his choice. The Company, together with Buyer, shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company or Buyer, as the case may be.
ARTICLE IV
COMPANY REGISTRATION
4.1 Buyer Registration Rights. If the Company proposes at any time or from
time to time from the date hereof until December 31, 2001, to register any of
its Common Stock, either for its own account or the account of a holder or
holders of its Common Stock, in a registration statement under the Securities
Act, whether or not pursuant to an underwriting agreement, the Company shall
promptly give written notice to Buyer of its intention to register the Common
Stock. Such written notice shall include, without limitation, a list of the
jurisdictions in which the Company intends to attempt to qualify such securities
under the applicable blue sky or other state securities laws. Upon receipt of
the Company's written notice, Buyer shall have thirty days to provide the
Company with a written request specifying the total number of Shares to be
included in such registration under the Securities Act. Subject to Section 4.3
below, the Company shall include in such registration statement (and any related
qualification under blue sky laws or other compliance required under the
Securities Act) all the Shares requested to be included therein; provided,
however, that the Company may at any time withdraw or cease proceeding with any
such registration if it shall at the same time withdraw or cease proceeding with
the registration of all the other shares of Common Stock originally proposed to
be registered.
4.2 Underwriting. If Company decides to register any of its Common Stock
through an underwriter or underwriters, Buyer shall (together with the Company
and the other holders distributing their Common Stock through such underwriting)
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company.
4.3 Priority of Registration Rights. (a) Notwithstanding any other
provision of Section 4.1 or Section 4.2, if the Company or the managing
underwriter, as the case may be, determines that marketing factors require a
limitation on the number of shares of Common Stock to be sold, then the Company
will be required to include in such registration only that number of shares of
Common Stock which it believes or is so advised should be included in such
Page 15 of 20 pages
<PAGE>
offering. The Common Stock proposed by the Company to be sold shall have the
first priority and all other shares of Common Stock, including the Shares and
any other shares of Common Stock in which registration rights have been
requested (the "Selling Shareholders' Shares"), shall be given a second priority
without preference among the relevant holders. If less than all of the Selling
Shareholders' Shares are to be registered, such shares shall be included in the
registration pro rata based on the total number of shares sought to be
registered other than for issuance by the Company.
(b) If market conditions force the Company to limit the number of shares of
Common Stock to be sold, the Company shall so advise Buyer of the number of
Shares that may be included in the registration statement at the time of filing
of the registration statement. If Buyer disapproves of the terms of any such
registration, he may elect to withdraw therefrom by written notice to the
Company and the underwriter, if any. Any portion of the Shares excluded or
withdrawn from such registration shall, unless Buyer requests otherwise, be
included in such registration but shall not be sold in a public distribution
prior to ninety days after the effective date of the registration statement
relating thereto.
ARTICLE V
EXPENSES OF REGISTRATION
5.1 Expenses. All expenses incurred in connection with any registration,
qualification or compliance pursuant to this Agreement, including, without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and its
independent certified public accountants, underwriters (excluding discounts and
commissions), if any, and other persons retained by the Company, shall be shared
pro rata among the Company, Buyer and any other holders of shares of Common
Stock whose shares are included in such registration statement. Each party to
such registration statement shall pay a percentage of the expenses incurred by
the Company as determined by the number of their shares of Common Stock included
in such registration statement divided by the total number of shares of Common
Stock sold pursuant to the registration statement.
ARTICLE VI
REGISTRATION PROCEDURES
6.1 Registration Procedures. In the case of a registration statement filed
under the Securities Act pursuant to this Agreement, the Company will keep
Buyer, if participating therein, advised in writing as to the initiation of such
registration statement and as to the completion thereof. The Company will:
(a) Keep such registration statement pursuant to Section 3.1 or Section
4.1 effective for a period of 180 days or until Buyer has completed
the distribution described in the registration statement relating
thereto, whichever first occurs; and
(b) Furnish such number of prospectuses and other documents incident
thereto as Buyer from time to time may reasonably request.
ARTICLE VII
INDEMNIFICATION
7.1 Indemnification by Buyer. Buyer will, if any of the Shares held by
Buyer are included in a registration statement pursuant to Section 3.1 or
Section 4.1, indemnify the Company, each of its directors and officers who sign
such registration statement, each underwriter, if any, and each person who
controls any such underwriter of the Shares and each person who controls the
Company within the meaning of the Securities Act, against all claims, losses,
damages, and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus or other document, or
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company, such directors, officers, persons, or
underwriters, if any, for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability, or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus or other document
in reliance upon and in conformity with information furnished to the Company by
Buyer specifically for use therein.
7.2 Indemnification by Company. With respect to a registration statement
filed with the Commission pursuant to Section 3.1 or Section 4.1, the Company
Page 16 of 20 pages
<PAGE>
will indemnify Buyer, each of Buyer's officers and directors, each person
controlling Buyer, each underwriter, if any, and each person who controls any
such underwriter of the Shares, against all claims, losses, damages, and
liabilities (or actions in respect thereto) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus or other document (including any related registration statement,
notification or the like) incident to any such registration statement or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation by the Company of any rule or regulation promulgated under the
Securities Act applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration statement and
will reimburse Buyer, each of Buyer's officers and directors, each person
controlling Buyer, each underwriter, if any, and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such claim, loss, damage or liability
arises out of or is based on any untrue statement or omission based upon
information furnished to the Company by Buyer or underwriter, if any,
specifically for use therein.
7.3 Indemnification Procedure. Each party entitled to indemnification under
this Article 7 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided, that, counsel for
the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense; provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Article 7. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.
ARTICLE VIII
INFORMATION BY BUYER
8.1 Information by Buyer. If any of the Shares are included in any
registration statement filed with the Commission pursuant to Section 3.1 or
Section 4.1, Buyer shall furnish to the Company such information regarding Buyer
and the distribution proposed by Buyer as the Company may request in writing and
as shall be required in connection with any such registration statement.
ARTICLE IX
ASSIGNMENT
9.1 Assignment. Buyer may assign this Agreement in its entirety to any
Person (an "Assignee") without the consent of any of the other parties hereto;
provided, however, that the Company is given written notice by Buyer at the time
or within a reasonable time after said transfer, stating the name and address of
said Assignee and identifying the share certificate(s) which are being assigned.
No party other than Buyer may assign any of their respective rights or delegate
any of their respective obligations under this Agreement to any party without
the prior written consent of each of the other parties hereto; provided,
however, that upon written notice to the parties hereto this Agreement may be
assigned by operation of law or pursuant to the laws of descent and
distribution. In the event of any assignment pursuant to this Section 9.1, Dover
and Rittereiser shall guarantee performance by such assignee under this
Agreement.
ARTICLE X
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
10.1 Representations and Warranties. Seller hereby represents and warrants
to Buyer that Seller is the lawful beneficial owner of the Shares and has
complete and unrestricted right to sell, transfer, assign and convey the Shares
to Buyer. Upon consummation of the transaction as contemplated by this
Agreement, Seller will deliver to Buyer good and marketable title to the Shares
free and clear of any liens, claims, charges, security interests, options or
other legal or equitable encumbrances.
Page 17 of 20 pages
<PAGE>
ARTICLE XI
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
11.1 Representations and Warranties. Buyer is purchasing the Shares solely
for the purpose of investment and not with a view to distribution within the
meaning of the Securities Act. Buyer recognizes that the Shares have not been
and will not be registered under the Securities Act and further acknowledges
that he has been fully advised as to the applicable limitations upon resale of
the Shares, including the need to hold such Shares indefinitely unless they are
subsequently registered under the Securities Act or unless an exemption from
such registration is available.
ARTICLE XII
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
12.1 Representations and Warranties. (a) The Company is a corporation duly
incorporated and validly existing under the laws of the State of Delaware.
(b) No filing with, approval by or consent of any governmental authority,
court regulatory agency or any other person is required in order for the Company
to consummate the transactions contemplated by this Agreement.
ARTICLE XIII
CLOSING
13.1 Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on April 10, 1997 (the "Closing
Date"), at such time and place as the parties may mutually agree.
ARTICLE XIV
CONDITIONS TO CLOSE
Each party's obligation to consummate the Closing is subject to the
satisfaction on or prior to the Closing Date of all of the following conditions:
14.1 Representations and Warranties. The representations and warranties of
each party contained in this Agreement shall be true in all material respects on
and as of the Closing Date.
14.2 No Injunction. At the Closing Date, there shall be no injunction,
restraining order or decree of any nature of any court or governmental agency or
body of competent jurisdiction that is in effect that restrains or prohibits the
consummation of the transactions contemplated by this Agreement.
ARTICLE XV
GENERAL PROVISIONS
15.1 Representations and Warranties. Each party represents and warrants to
the other parties that (i) the execution, delivery and performance of this
Agreement has been duly authorized and all actions necessary for the due
execution, delivery and performance of this Agreement have been taken, (ii) this
Agreement constitutes the legal, valid and binding obligation of the parties
enforceable against each party in accordance with its terms, (iii) it has been
represented by legal counsel of its choosing, and (iv) this Agreement has been
executed and delivered as its own free act and deed and not as the result of
duress by any other party hereto. The representations, warranties and covenants
of the parties set forth in this Agreement (including, without limitation,
Section 10.1, Section 11.1 and Section 12.1) shall survive the Closing.
15.2 Further Assurances. Each party agrees from time to time, at the
request of any other party, to execute such documents or ratify such agreements
as may be reasonably necessary to effect the agreements contained herein.
15.3 Modification. This Agreement shall not be modified or amended except
by an agreement in writing executed by all parties hereto.
15.4 Applicable Law. This Agreement shall be governed under the law of the
State of New York without regard to the principles of conflicts of law thereof.
15.5 Entire Agreement. This Agreement and the Settlement Agreement contain
the entire and final agreement between the parties with respect to the subject
matter hereof, and no oral statements, assumptions or representations or prior
written matter not contained or referred to in this instrument shall have any
force or effect.
Page 18 of 20 pages
<PAGE>
15.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be one and the same instrument.
15.7 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provisions
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
15.8 Headings. The headings used in this Agreement are for convenience only
and shall not be deemed part of the agreements of the parties set forth herein.
15.9 Waiver. No consent or waiver, express or implied, by any party to or
of any breach or default by another party in performance by the breaching party
of its obligations under this Agreement shall be deemed or construed to be a
consent or waiver to or of any breach or default by the breaching party in the
performance by such breaching party of any other obligations of such breaching
party under this Agreement. Failure on the part of any party to object to or
complain of any act or failure to act of any of the other parties or to declare
any of the other parties in default shall not constitute a waiver of any right
or remedy or the ability to object or complain or to declare any default at any
time in the future.
15.10 Submission to Jurisdiction. Any judicial proceeding brought with
respect to this Agreement must be brought in any United States District Court
(or if such court lacks jurisdiction, any state court) sitting in New York, New
York and by execution and delivery of this Agreement, each signatory hereto (i)
hereby submits to and accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate court, and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this
Agreement and (ii) irrevocably waives any objection it may now or hereafter have
as to the venue of any such suit, action or proceeding brought in such a court
or that such court is an inconvenient forum.
15.11 No Broker. Each of the parties represents that no broker or finder
has been employed by either of them in connection with the transactions
contemplated by this Agreement.
15.12 Expenses. Whether the Closing does or does not occur, all legal and
other costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses.
15.13 Notices. All notices or requests hereunder shall be sufficiently
given for all purposes hereunder if in writing and delivered personally or by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or number as set forth below. Notices to Seller shall be addressed to:
David N. Rosensaft
215 East 68th Street, Suite 12-O
New York, New York 10021
with a copy to:
Thomas Campbell, Esq.
Smith Campbell & Paduano
150 East 58th Street
New York, New York 10155
Tel: (212) 754-4242
Fax: (212) 754-4399
or at such other address and to the attention of such other person as Seller may
designate by written notice to the other parties hereto. Notices to the Company
shall be addressed to:
Universal Trading Technologies Corporation
1900 Market Street, Suite 701
Philadelphia, PA 19103-0012
Attn: Robert A. Eprile
Tel: (215) 988-3400
Fax: (215) 636-3560
with a copy to:
Cadwalader, Wickersham & Taft
Page 19 of 20 pages
<PAGE>
100 Maiden Lane
New York, New York 10038
Attn: Harvey M. Spear
Tel: (212) 504-6000
Fax: (212) 504-6666
or at such other address and to the attention of such other person as the
Company may designate by written notice to the other parties hereto. Notices to
Buyer shall be addressed to:
The Dover Group, Inc.
17 Route 37 East
Toms River, NJ 08753
Attn: Fredric W. Rittereiser
Tel: (908) 505-9300
Fax: (908) 505-8540
or at such other address and to the attention of such other person as Buyer may
designate by written notice to the other parties hereto.
15.14 Time is of the Essence. Time is of the essence of this Agreement and
every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
THE ASHTON TECHNOLOGY GROUP, INC.
By: /s/ Fredric W. Rittereiser
Name: Fredric W. Rittereiser
Title: President
THE DOVER GROUP, INC.
By: /s/ Fredric W. Rittereiser
Name: Fredric W. Rittereiser
Title: Chairman
FREDRIC W. RITTEREISER
/s/ Fredric W. Rittereiser
DAVID N. ROSENSAFT
/s/ David W. Rosensaft
Page 20 of 20 pages