<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report: April 26, 2000
THE ASHTON TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
1-11747
(Commission file number)
Delaware 22-6650372
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1900 Market Street, Suite 701, Philadelphia, PA 19103
(Address of principal executive offices with zip code)
(215) 751-1900
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Items
On April 24, The Ashton Technology Group, Inc. completed the acquisition of
E-Trustco.com, Inc., a Delaware corporation engaged in the on-line investment
management and wrap-fee business for 2,000,000 shares of common stock of its
subsidiary Electronic Market Center, Inc., as well as other consideration.
Further details of this acquisition are provided in the Press Release attached
as an exhibit hereto.
Item 7(c). Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits:
10.1 Employment Agreement between and among Matthew Saltzman, The Ashton
Technology Group, Inc., Electronic Market Center, Inc. and Universal
Trading Technologies Corporation
10.2 Stockholders Agreement of Electronic Market Center, Inc.
10.3 Stock Exchange and Acquisition Agreement
99.1 Press Release
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 26, 2000 /s/ Arthur J. Bacci
------------------------------
Arthur J. Bacci
President
-2-
<PAGE>
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
10.1 Employment Agreement between and among Matthew Saltzman, The
Ashton Technology Group, Inc., Electronic Market Center, Inc. and
Universal Trading Technologies Corporation
10.2 Stockholders Agreement of Electronic Market Center, Inc.
10.3 Stock Exchange and Acquisition Agreement
99.1 Press Release
-3-
<PAGE>
EXHIBIT 10.1
------------
April 18, 2000
Mr. Matthew Saltzman
2 Forest Hills Drive
Avon, CT 06001
Dear Mr. Saltzman:
This letter agreement ("Agreement") sets forth the terms of your agreement
with The Ashton Technology Group, Inc. ("Ashton") regarding your employment with
Electronic Market Center, Inc. ("EMC" or the "Company"), a majority-owned
subsidiary of Ashton.
1. Position/Responsibilities. You will be employed as President and Chief
-------------------------
Operating Officer ("COO") of the Company. Your responsibilities are set forth
on Exhibit A attached hereto.
2. EMC. EMC will be primarily engaged in the business of developing business
---
to business transactional systems to facilitate its offering of wrap fee
investment products to financial service customers. EMC will also offer trust
services to investment clients as a platform for its wrap fee product offerings.
You as President and COO of the Company will use your best efforts to cause the
Company to fulfill the foregoing objectives.
3. Term. The term of your employment hereunder (the "Term") will commence on
----
April 18, 2000 and shall continue until April 18, 2003 unless terminated earlier
by you or by the Company as provided below. Your employment may be renewed for
a successive three-year term upon written notice provided to you by Ashton no
later than ninety (90) days before the expiration of the Term. In the event
that your employment is not renewed upon expiration of this Agreement, you shall
have the right to sell to Ashton, and Ashton shall have the obligation to
purchase from you, all EMC common stock then owned by you at the greater of book
value or "Share Value" (as defined in Section 4.3 of the Stockholders Agreement
of Electronic Market Center, Inc., dated April 18, 2000) per share, to be
determined independently by an independent auditor or investment banking
professional selected by the Board of Directors of the Company (the "EMC Put").
4. Base Salary and Benefits. You shall be paid a salary of $225,000 per year.
------------------------
You will be entitled to the standard benefits as in effect from time to time for
Ashton executives commensurate with your position, a current schedule of which
benefits is attached hereto as Exhibit B. You will be entitled to twenty days of
vacation annually in addition to official Company holidays.
<PAGE>
Matthew Saltzman
April 18, 2000
Page 2 of 9
5. EMC Board of Directors. The board of directors of EMC (the "EMC Board")
----------------------
shall consist of six members, Fredric W. Rittereiser, non-executive Chairman,
K. Ivan F. Gothner, Arthur J. Bacci, one other person appointed by Ashton, you,
and one person appointed by you. Your position on the Board shall cease
automatically at such point you are no longer a stockholder of EMC.
6. Funding of EMC Operations. Ashton will be responsible for providing, or
-------------------------
arranging the financing required to develop and launch EMC, up to $3,000,000
(such amount, the "Commitment"). Ashton will provide or arrange the Commitment
between the date hereof and July 2000. Ashton shall advance $500,000 of this
funding to EMC at the closing of the Stock Exchange and Acquisition Agreement,
provided that such capital contribution is not applied to satisfy accrued
liabilities of E-Trustco in excess of $50,000 (exclusive of the Brightware
software vendor contract).
7. Expense Reimbursements. The Company will reimburse you for all reasonable
----------------------
business expenses you incur in fulfilling your responsibilities hereunder upon
submission of adequate documentation for such expenses and subject to Ashton
policies.
8. Termination/Severance Pay. Either you or Ashton shall have the right to
-------------------------
terminate your employment at any time with or without cause by giving written
notice to that effect. The termination of employment shall be effective on the
prospective date specified in such notice (the "Effective Termination Date").
(i) If Ashton terminates your employment without cause or if you terminate
your employment for "good reason," subject to the last sentence of this
paragraph, EMC will pay you as severance pay for a period beginning on the
Effective Termination Date and ending on April 18, 2003 (the "Severance Period")
your then current monthly salary (the "Salary"). In addition, any unexercised
stock options that you possess shall vest as of the Effective Termination Date.
The Salary will be paid on EMC's normal payroll cycle during the Severance
Period, provided, that if you become employed elsewhere during the Severance
Period the amounts otherwise payable to you under this Section 8(i) shall be
reduced by the total amount of any compensation you receive from such employment
during the Severance Period.
For purposes of the severance pay offset provisions of this Section, the
terms "employed" and "employment" shall mean the providing of any services for
compensation whether as a full-time or part-time employee or as a consultant or
otherwise. In consideration of the severance pay herein provided you agree to
deliver to EMC on or promptly following the Effective Termination Date a
Separation and Release in the form used by EMC at that time, subject to your
agreement of the terms and conditions set forth therein, provided, that in the
event you do not deliver the Separation and Release in the form then used by EMC
your right to receive the severance pay herein provided shall terminate. In the
event of any inconsistency regarding the terms and conditions of the Separation
and Release and this Agreement, the terms of this
<PAGE>
Matthew Saltzman
April 18, 2000
Page 3 of 9
Agreement shall govern. For purposes of this Agreement, "good reason" shall mean
Ashton's failure to perform in a timely manner its material obligations under
this Agreement or your demotion or any significant diminution of your powers and
responsibilities by the Board of EMC without cause, and shall not mean your
removal from your then current position with EMC with your express written
consent or in connection with any termination of your employment by Ashton or
EMC as the result of your disability or "for cause."
(ii) Ashton shall have the right to terminate your employment for cause
by giving you written notice to that effect. In the event Ashton determines that
it has reason to terminate you for cause, it shall provide you with written
notice specifying the basis underlying its determination. You shall have sixty
(60) days from the date of the written notice in which to cure any deficiencies
in your performance specified in the written notice provided by Ashton. If,
after the sixty (60) day cure period has expired, a sufficient basis still
exists for your termination, Ashton shall terminate you for cause. "Cause" means
(1) your failure to perform in a timely manner your material obligations and
responsibilities under this Agreement; (2) commission by you of a willful act of
dishonesty in the course of your duties with EMC; (3) engagement by you in
negligence or conduct injurious to Ashton, EMC or their affiliates; (4) your
failure to comply with a written instruction from the EMC Board within your
mandate as set forth herein; (5) your conviction of a crime of moral turpitude
or of a felony; or (6) your chronic alcoholism or drug abuse. If you are
terminated for cause, EMC will pay your unpaid Salary through the Effective
Termination Date.
(iii) If Ashton terminates your employment for cause (i) you shall not
have the right to exercise the EMC Put, and (ii) the provisions of Section 14
hereunder shall apply. If Ashton terminates your employment without cause, or
if you terminate your employment for "good reason," then (i) you shall have the
right to exercise the EMC Put, and (ii) the provisions of Section 14 hereunder
shall not apply.
9. Death. If you die during your employment hereunder, this Agreement shall
-----
terminate upon the date of your death. Thereafter, EMC shall pay to the personal
representative of your estate your unpaid Salary through the date of death. Your
estate shall also receive the benefit of any options and warrants that are
vested at the time of your death.
10. Options. You are hereby granted the following stock options:
-------
. options to purchase 100,000 shares of common stock of Ashton at an
exercise price per share of $4.00;
. options to purchase 150,000 shares of common stock of Universal Trading
Technologies Corporation ("UTTC"), a subsidiary of Ashton, at an exercise
price of $3.50 per share;
<PAGE>
Matthew Saltzman
April 18, 2000
Page 4 of 9
. options to purchase 40,000 shares of common stock of Gomez Advisors,
Inc. ("Gomez"), an affiliated company of Ashton, at an exercise price of
$5.10 per share, from Ashton;
. options to purchase 1.25 million shares of common stock of EMC
at an exercise price of $.50 per share .
. options to purchase 25,000 shares of common stock of Gomez, at an
exercise price of $5.10 per share (the "Contingent Gomez Options").
The above-described options on the common stock of Ashton and UTTC shall
vest in accordance with the following schedule:
20% 1st anniversary of employment with EMC
20% 2nd anniversary of employment with EMC
60% 3rd anniversary of employment with EMC
The options to purchase Gomez common stock will vest on the first
anniversary of your employment with EMC. The options to purchase EMC common
stock will vest upon the earlier to occur of your third anniversary of
employment with EMC or upon an initial public offering of the common stock of
EMC or any of its subsidiaries. The Contingent Gomez Options will vest at such
time that you consummate, on behalf of E-Trustco.com, Inc., a strategic
transaction with either E*Trade, Hewlett-Packard, or Citigroup. All options
granted to you will be adjusted to reflect any recapitalizations, stock splits,
mergers, etc., as provided in the respective stock option agreements. All
options granted to you will vest automatically upon a change in control in the
entity granting the stock options, as per the respective stock option
agreements.
11. Exclusivity. In return for the compensation payments set forth in this
-----------
agreement, you agree to devote substantially all of your professional time and
energies to EMC, eTrustCo and the Manhattan Trust Company.
12. Confidentiality. In the course of your performance of your duties at EMC,
---------------
each of Ashton and EMC will divulge to you certain of its respective proprietary
information, including, but not limited to, information and data relating to or
concerned with its business, finances and other affairs. You agree that you
will not divulge such proprietary information to anyone at any time whether or
not you are in the employ of Ashton and/or EMC, except as may otherwise be
required in connection with the business and affairs of Ashton or EMC, as the
case may be. You agree to use your reasonable efforts to prevent such
disclosure by others. Proprietary information does not include information that
is generally available to the public through no fault of yours, was already
known to you on a non-confidential basis prior to disclosure, or is subsequently
disclosed to you on a non-confidential basis by a third party not having a
confidential relationship with Ashton or EMC.
<PAGE>
Matthew Saltzman
April 18, 2000
Page 5 of 9
13. Assignment of Rights. You agree that any inventions, developments,
--------------------
discoveries, improvements, processes, methods, compositions, concepts, ideas or
inventions (whether or not patentable, or copyrightable or constituting trade
secrets or proprietary information) conceived, made, created, developed or
reduced to practice by you, alone or with others, during the Term and applicable
to the type of businesses engaged in by or any prospective activity of Ashton
and EMC during such period (collectively, the "Intellectual Property") shall be
the sole and exclusive property of EMC. By your signature below you hereby
assign all of your right, title and interest in the Intellectual Property to EMC
and agree to execute and deliver all documents requested by EMC (including,
without limitation, applications for domestic or foreign patents, copyrights, or
other proprietary rights) to protect the respective rights of EMC thereto. All
copyrightable works that you create during the Term shall be deemed "works made
for hire".
14. Non-competition. You further agree that during your employment with EMC
---------------
and for six months after the termination of such employment for any reason, you
will not at any time engage in or participate as an officer, employee, director,
agent, consultant, representative, stockholder, investor or partner, or have any
financial interest, in any business which "competes" with Ashton or any of its
subsidiaries or successors. For the purposes hereof, a "competing" business
shall mean any business which directly competes with any of the businesses of
Ashton as such businesses shall exist during your employment with EMC, for
example, the development and commercialization of business-to-business wrap fee
investment products or systems for facilitating transactions in the financial
markets of the type engaged in or contemplated by Ashton or EMC at the time of
termination of your employment. Ownership by you of publicly traded stock of any
corporation conducting any "competing" business shall not be deemed a violation
of this Section 14 provided you do not own more than one percent (1%) of the
stock of any such corporation.
Additionally, for a period of six months after the termination of your
employment hereunder you will not, directly or indirectly: (a) solicit or
entice away from the Company or Ashton (i) the employment or other services of
any executive employee of Ashton or EMC or (ii) the business of either (A) any
customer of EMC to whom you rendered services during the six month period prior
to your termination of employment (a "Specific Customer"), or (B) any person or
entity whose business you solicited by multiple personal contacts during the six
month period prior to your termination (a "Specific Contact"), or (b)
participate in any activity for any Specific Customer or Specific Contact which
is the same as or substantially similar to those activities which you performed
for such Specific Customer or proposed to perform for such Specific Contact,
unless to do so would not have a material adverse effect on the business
conducted between EMC and such Specific Customer or Specific Contact.
<PAGE>
Matthew Saltzman
April 18, 2000
Page 6 of 9
Further, for a period of six months after the termination of your
employment hereunder you will not, directly or indirectly, hire any executive
employee of Ashton or EMC.
16. Arbitration. Disputes arising under or in any respect in connection with
-----------
this Agreement, including in respect of the execution, delivery or performance
hereof (but excluding disputes as to the compliance by the arbitrators under the
provisions of this Section applicable to them), shall be arbitrated in New York
City in accordance with the Commercial Arbitration Rules of the American
Arbitration Association by three arbitrators, one selected by each party hereto
and the third selected by the two so selected (or, in the absence of agreement,
the third arbitrator shall be selected by the President of the Association of
the Bar of The City of New York at the time sitting), and with all decisions of
the arbitrators requiring the affirmative vote of at least two of the
arbitrators. Any judgment on any award rendered by the arbitrators in accordance
with such rules may be entered in any court of competent jurisdiction. The
parties intend to confer on the arbitrators the authority to resolve disputes
between the parties in respect of this Agreement and agree that no decision by
the arbitrators shall have the effect of amending this Agreement in any respect.
The costs of any such arbitration, including expenses (and legal fees) of the
other party thereto, shall be borne by the party which is the losing party in
the arbitration or, if the arbitrators' decision is unclear in that regard, as
the arbitrators shall determine in accordance with the purpose of this provision
to achieve the rules that arbitrations be commenced hereunder in circumstances
of actual disputes and not frivolously or for harassment purposes. The parties
hereto agree that any proceedings pursuant to this Section 16 shall be kept
strictly confidential and shall not be disclosed to any third party except
pursuant to court order.
17. Miscellaneous. Together with the attached exhibits, this letter agreement
-------------
constitutes the entire understanding of the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings, written or
oral, among the parties with respect to such subject manner. This Agreement is
governed by the substantive laws of the State of New York. This Agreement may be
amended only in writing signed by both parties hereto. This Agreement shall
inure to the benefit of Ashton and any successor of Ashton by reorganization,
merger, consolidation or liquidation, or any assignee or transferee of all or
substantially all of the business or assets of Ashton or of any division or line
of business of Ashton with which you are at any time associated. No provision of
this Agreement shall be for the benefit of or enforceable by any third party.
Nothing in this Agreement, expressed or implied, is intended to or shall be
construed to confer upon or to give any persons or party other than the parties
hereto any rights, remedies or claims under or by reason of this Agreement.
[The rest of this page has been left intentionally blank]
<PAGE>
Matthew Saltzman
April 18, 2000
Page 7 of 9
Duplicate originals of this agreement are being provided. Please sign
below to evidence your agreement to the foregoing, and return one original for
our records.
Sincerely,
THE ASHTON TECHNOLOGY GROUP, INC.
By: ________________________________
Arthur J. Bacci
President
ELECTRONIC MARKET CENTER, INC.
By: ________________________________
Fredric W. Rittereiser
Chairman
UNIVERSAL TRADING TECHNOLOGIES
CORPORATION
By: ________________________________
Marc Gresack
President
ACCEPTED AND AGREED
________________________
Matthew Saltzman
________________________
Date
<PAGE>
EXHIBIT A
RESPONSIBILITIES OF THE PRESIDENT AND COO
______________________________
All of the following responsibilities are subject to the direction and
approval of EMC's board of directors.
. Supervise EMC employees, agents, representatives, etc., including,
subject to authority of EMC's board of directors, authority over hiring and
firing.
. Exercise authority over day-to-day operations of EMC, including
supervision of day-to-day operating expenses and expense reimbursements in
accordance with Ashton's standard policies.
. Prepare business plans ("Business Plans") for EMC, including budgets
and forecasts of revenue and income, and amendments thereto, which Business
Plans shall be submitted to the EMC board of directors for approval.
. Be responsible and accountable for the implementation and execution of
the Business Plans.
. Report to the EMC and Ashton boards of directors on the business and
financial condition, and significant aspects of the business operations, of EMC.
Notwithstanding the foregoing, the President of EMC shall not be
authorized or otherwise vested with the power to do or cause to be done any of
the following without the express written consent of a majority of the EMC board
of directors:
. Create any subsidiaries of EMC.
. Incur indebtedness of EMC (other than ordinary trade payables),
including without limitation obligations for money borrowed or evidenced by
notes or other instruments, obligations under leases required to be accounted
for as capital leases under generally accepted accounting principles, the amount
available to be drawn under letters of credit under which EMC is the account
party, and guarantees of any of the foregoing.
. Make loans to or guarantee the obligations of any third party.
. Enter into or amend any contract, agreement, commitment, arrangement
or transaction (i) in which EMC purports to bind any affiliate of EMC without
the express written consent of the party to be bound or (ii) not provided for in
the business plan approved by the EMC board of directors.
<PAGE>
EXHIBIT B
PERQUISITES AND BENEFITS PROVIDED TO EXECUTIVES
______________________________
You will be eligible for the following perquisites and benefits as an
executive of EMC:
. EMC's bonus compensation plan;
. EMC's deferred compensation plan;
. EMC's incentive stock option programs;
. Key man life insurance;
. Medical and Dental insurance;
. 401(k) Program
<PAGE>
EXHIBIT 10.2
------------
STOCKHOLDERS AGREEMENT
Of
ELECTRONIC MARKET CENTER, INC.
(A Delaware Corporation)
Dated as of April 18, 2000
<PAGE>
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
This Amended and Restated Stockholders Agreement (the "Agreement") is made
as of this 18th day of April, 2000, between and among ELECTRONIC MARKET CENTER,
INC., a corporation organized under the laws of the State of Delaware (the
"Company"), THE ASHTON TECHNOLOGY GROUP, INC., a corporation organized under the
laws of the State of Delaware ("Ashton"), each existing holder of Common Stock,
par value $.0001 per share, of the Company ("Common Stock" or "Shares") listed
on Schedule A hereto (the "Ashton Executives"), MATTHEW SALTZMAN ("Saltzman"),
who resides at 2 Forest Hills Drive, Avon, Connecticut, 06001, and ALLEN
WHITEHEAD ("Whitehead"), who resides at 35 East Main Street, PMB 352, Avon,
Connecticut, 06001. Ashton, the Ashton Executives, Saltzman and Whitehead are
hereafter individually referred to as a "Stockholder" and collectively as the
"Stockholders."
RECITALS:
--------
WHEREAS, the Company and the Ashton Executives have entered into that
certain Stockholders Agreement, dated as of January 31, 2000 (the "Prior
Agreement"), which Prior Agreement provided for the voting of the Company's
Common Stock, provided certain rights and obligations relating to the transfer
of the Company's Common Stock and related business matters, among other things;
and
2
<PAGE>
WHEREAS, the Company has entered into a definitive Stock Exchange and
Acquisition Agreement and a definitive Employment Agreement pursuant to which
Saltzman shall become president and chief operating officer of the Company (but
for purposes of this Agreement, Saltzman shall not be considered an "Ashton
Executive") and pursuant to which Saltzman and Whitehead shall become
stockholders of the Company; and
WHEREAS, all the parties to the Prior Agreement deem it appropriate and
necessary to abrogate and supersede the Prior Agreement and all the
representations, warranties and covenants contained therein, to replace such
Prior Agreement with the current Agreement, and to add Saltzman and Whitehead as
parties to the Agreement; and
WHEREAS, the Company and Ashton consider it desirable and necessary to
identify those corporate actions of the Company and/or its management which must
be subject to approval by the Board of Directors of the Company; and
WHEREAS, all the parties hereto consider it desirable and necessary to
provide for such restrictions on the transfer of the Company's Common Stock as
are necessary to ensure the harmonious and successful management and control of
the Company.
3
<PAGE>
NOW THEREFORE, in consideration of the mutual promises and
undertakings of the parties hereto, and intending to be legally bound, the
parties hereby agree as follows:
1. Restrictions on Transfer.
------------------------
1.1 General Restrictions.
--------------------
(a) Except as provided in Section 1.1(b), no Stockholder shall sell,
assign, transfer, give, donate or dispose of any Common Stock or any right
or interest in any Common Stock now held or hereafter acquired by him,
whether voluntarily or by operation of law (other than by reason of the
death of such Stockholder), to any person or entity other than the Company
or any Permitted Transferee (as hereinafter defined), except in accordance
with the terms and conditions set forth in this Agreement or pursuant to
the prior written consent of all other Stockholders.
(b) Ashton may, at its discretion, transfer up to 75,000 Shares of
Common Stock held by Ashton to a future director of the Company appointed
by Ashton and may grant options to purchase up to 500,000 Shares of Common
Stock of the Company held by Ashton to certain future grantees.
1.2 Forfeiture of Shares by Ashton Executives. Subject to the provisions
-----------------------------------------
of Section 4 of this Agreement, if any Ashton Executive is no longer
employed (as a direct employee or consultant) by Ashton or any of its
Subsidiaries (including the
4
<PAGE>
Company) prior to the Termination Date (as hereinafter defined), then such
Ashton Executive shall forfeit his shares to the Company and the Company
shall have the right and obligation to purchase from such Ashton Executive
(including any Permitted Transferee (as hereinafter defined) of such Ashton
Executive), and such Ashton Executive (including any Permitted Transferee
of such Ashton Executive) shall have the right and obligation to sell to
the Company all of the Shares owned by such Ashton Executive (and such
Ashton Executive's Permitted Transferees) promptly after such event at a
purchase price equal to the purchase price paid by such Ashton Executive
for such shares.
1.3 Definition of Permitted Transferee. For purposes of this Agreement,
----------------------------------
"Permitted Transferee" shall mean the issue, spouse or family trust of a
Stockholder to whom Shares are transferred by such Stockholder (a) by will
or the laws of descent or distribution, or (b) by gift without
consideration of any kind.
1.4 Purported Nonconforming Transfers. Any purported transfer of Common
---------------------------------
Stock by any Stockholder, including any purported transfer by any legal
representative of any deceased Stockholder, not in accordance with the
provisions of this Agreement shall be void and shall not operate to
transfer any interest therein or title thereto to the purported transferee.
The Company shall not cause or permit the transfer of any certificates
representing any Common Stock owned by any Stockholder to be made on its
books except in accordance with the terms of this Agreement.
5
<PAGE>
2. Co-Sale Rights.
--------------
2.1 Sale of Shares by Stockholder. If any Stockholder (the "Selling
-----------------------------
Stockholder") including, without limitation, Ashton, wishes to sell any
Shares of his or its Common Stock or any right or interest in them (the
"Offered Stock") pursuant to a bona fide written offer from a third party
to purchase the Offered Stock (the "Bona Fide Offer"), he or it shall first
give written notice to the Company (the "Notice of Sale") and to the other
Stockholders (the "Non-selling Stockholders") of his or its intention to do
so. The Notice of Sale shall name the proposed transferee and specify the
number and price per share of the Offered Stock, the terms of payment and
any other terms or conditions thereof and shall have attached thereto a
copy of the Bona Fide Offer.
2.2 Co-Sale Right of Non-Selling Stockholders. In the event of a Bona Fide
-----------------------------------------
Offer, the Selling Stockholder provides the Notice of Sale to the Non-
Selling Stockholders, then each Non-Selling Stockholder (hereinafter
referred to as a "Co-Selling Stockholder") shall have the right (a "Co-Sale
Right") to transfer to the third party as a condition to the Selling
Stockholder's sale of such Offered Stock, for proportionately the same
total consideration and on the same terms and conditions set forth in the
applicable Bona Fide Offer, such number of shares owned by such Co-Selling
Stockholder such that the buyer will be purchasing such number of shares
from the Selling Stockholder and such number of shares
6
<PAGE>
from each such Co-Selling Stockholder, pro rata based upon their respective
percentages of ownership of all of the shares of the Company's Common Stock
(determined on a fully-diluted basis), (and if and to the extent any Co-
Selling Stockholder(s) shall exercise such Co-Sale Rights, then the amount
of shares of Offered Stock to be sold to such third party by the Selling
Stockholder shall be correspondingly reduced), provided, that no
--------
Stockholder shall be required in connection with any such transaction to
make any representation, warranty or covenant other than a representation
as to its power and authority to effect such transfer and as to its title
to the securities transferred by it, provided further, that without
-------- -------
limiting the foregoing proviso, each Co-Selling Stockholder electing to
participate in such transfer shall be obligated to indemnify the proposed
transferee or transferees only if (a) all indemnification obligations are
shared among all transferors in proportion to the consideration paid to
each transferor, and (b) the maximum indemnification of any Co-Selling
Stockholder shall not exceed the net cash proceeds actually received by it
as a result of such transfer.
2.3 Third Party Consent. The Selling Stockholder shall use commercially
-------------------
reasonable efforts to obtain the agreement of the third party purchasing
the Offered Stock in the proposed transfer to the participation of the Co-
Selling Stockholders(s) exercising the Co-Sale Rights provided herein and
shall not consummate any such proposed transfer unless each such Co-Selling
Stockholder is permitted to participate in accordance with Article 2
hereto. No Stockholder shall be obligated to sell any Shares pursuant to
Article 2 hereto. If any
7
<PAGE>
Stockholder elects to exercise such Stockholder's Co-Sale Rights, such
Stockholder shall do so by furnishing a written notice of such election to
the Company and to the Selling Stockholder within ten (10) days after
receiving the Notice of Sale.
2.4 Closing. The closing of the purchase and sale of Offered Stock
-------
pursuant to a Bona Fide Offer, under Article 2 hereto, shall take place at
the principal executive office of the Company (or such other location as
may be agreed upon by the Selling Stockholder and the parties who are
purchasing the Offered Stock) within thirty (30) days after the last notice
to the Selling Stockholder and to the Company pursuant to Section 2.3
hereto of the Co-Selling Stockholder's exercise of their respective rights
to sell their pro rata portion of the Offered Stock. At the closing, the
Selling Stockholder and any Co-Selling Stockholder(s) shall deliver to the
purchaser or purchasers of the Offered Stock certificates representing such
shares, duly endorsed for transfer, free and clear of any lien, claim,
charge, pledge, security interest or encumbrance whatsoever, and the
purchaser or purchasers shall deliver to the Selling Stockholder and any
Co-Selling Stockholder(s) consideration therefor at the price and on the
terms of the Bona Fide Offer.
3. "Piggyback" Registration Rights.
------------------------------
8
<PAGE>
3.1 Procedure for Registration. If, at any time, the Company proposes to
--------------------------
register any of its Common Stock under the Securities Act of 1933, as
amended (the "Securities Act"), whether as a result of a primary or
secondary offering of Common Stock or pursuant to registration rights
granted to holders of other securities of the Company, the Company shall,
each such time, give to the Stockholders written notice of its intent to do
so. Upon the written request of any Stockholder (the "Selling
Stockholder") given within 30 days after the giving of any such notice by
the Company, the Company shall cause to be included in such registration
the Shares of such Selling Stockholder, to the extent requested to be
registered; provided that such Selling Stockholder agrees to sell those of
--------
its Shares to be included in such registration in the same manner and on
the same terms and conditions as the other shares of Common Stock which the
Company proposes to register. The Company shall, as expeditiously as
reasonably possible:
(a) Prepare (and afford counsel to the Selling Stockholder(s)
reasonable opportunity to review and comment) and file with the Securities
and Exchange Commission ("SEC") a registration statement with respect to
such Shares and use commercially reasonable efforts to cause such
registration statement to become and remain effective; provided, however
-------- -------
that, the Company shall in no event be obligated to cause any such
registration to remain effective for more than 90 days;
(b) Prepare (and afford counsel to the Selling Stockholder(s)
reasonable opportunity to review and comment thereon) and file with the SEC
such amendments and supplements to such registration statement and the
9
<PAGE>
prospectus used in connection therewith as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
Shares covered by such registration statement;
(c) Furnish to the Selling Stockholder(s) such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents (including,
without limitation, prospectus amendments and supplements as are prepared
by the Company in accordance with Section 3(d) below) as the Selling
Stockholder(s) may reasonably request in order to facilitate the
disposition of such Shares;
(d) Notify the Selling Stockholder(s), at any time when a prospectus
relating to such registration statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in or relating to such registration statement contains
an untrue statement of a material fact or omits any fact necessary to make
the statements therein not misleading; and, thereafter, the Company will
promptly prepare (and, when completed, give notice to each Selling
Stockholder) a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Shares, such prospectus will
not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading; provided that
--------
upon such notification by the Company, the Selling Stockholder(s) will not
offer or sell Shares until the Company has notified the Selling
Stockholder(s) that it has prepared a supplement or amendment to such
prospectus and delivered copies of such supplement or amendment to the
Selling
10
<PAGE>
Stockholder(s) (it being understood and agreed by the Company that the
foregoing proviso shall in no way diminish or otherwise impair the
Company's obligation to promptly prepare a prospectus amendment or
supplement as above provided in this subsection (d) and deliver copies of
same as above provided in subsection (c) hereof); and
(e) Use commercially reasonable efforts to register and qualify such
Shares under such other securities or Blue Sky laws of such jurisdictions
as shall be reasonably appropriate in the opinion of the Company and the
managing underwriters.
3.2 Cooperation by Selling Stockholder. It shall be a condition precedent to
----------------------------------
the obligations of the Company to take any action pursuant to this Agreement
that the Selling Stockholder(s) shall furnish to the Company such information
regarding them and the securities of the Company held by them as the Company
shall reasonably request and as shall be required in order to effect any
registration by the Company pursuant to this Agreement. All expenses incurred in
connection with a registration pursuant to this Agreement (excluding
underwriting commissions and discounts and counsel fees of the Selling
Stockholder(s)), including without limitation all registration and qualification
fees, printing, and fees and disbursements of counsel for the Company, shall be
borne by the Company.
11
<PAGE>
4. Purchase on Death or Disability.
-------------------------------
4.1 Death or Disability. In the event of the death or Disability (as
-------------------
hereinafter defined) of a Stockholder prior to the Termination Date, the
Company shall have the right and obligation to purchase from such
Stockholder (including any Permitted Transferees of such Stockholder) or
his estate, and such Stockholder (including any Permitted Transferees of
such Stockholder) or his estate shall have the right and obligation to sell
to the Company, all of the Shares held by such Stockholder (and such
Stockholder's Permitted Transferees) at the time of such event at a
purchase price equal to the Share Value (as defined in Section 4.3) of such
Shares. The purchase price for the Shares to be purchased shall be paid,
at the option of the Company in its sole discretion, in cash or by delivery
of cash (equal to at least 20% of the purchase price) and a promissory note
in principal amount equal to the balance of such purchase price (which note
shall be payable in equal monthly installments of principal over a sixty
(60) month period and shall accrue interest at a rate of 12% per annum,
payable monthly, and shall be secured by a lien in the Shares so sold),
against receipt by the Company of all duly executed instruments and
documents necessary to transfer all right, title and interest of the
sellers in the Shares of the Company, free and clear of all liens, claims
and encumbrances. Whitehead shall not be subject to this Section.
4.2 Closing. Except as provided in the next sentence, the closing of such
-------
purchase and sale under Section 3.1 shall take place within ten (10)
business days
12
<PAGE>
of the event giving rise to such purchase and sale, except that in the
event of an appraisal as contemplated by the first sentence of Section 4.3,
such closing shall take place within ten (10) business days after the
issuance of the report of the Appraiser. Notwithstanding the previous
sentence, if the event giving rise to the purchase and sale is the death of
the Stockholder, then the closing of such purchase and sale shall take
place as promptly as practicable, but in no event more than five business
days after the appointment of a legal representative of the deceased
Stockholder.
4.3 Determination of Share Value. For purposes of this Agreement, "Share
----------------------------
Value" shall be determined by an appraisal of the Shares made by an
independent accountant or investment banking professional selected by the
Board of Directors of the Company who shall be knowledgeable in valuing the
capital stock of companies engaged in businesses similar to the business
engaged in by the Company (the "Appraiser"); provided however, that if such
-------- -------
an appraisal shall have been issued at any time during the preceding twelve
(12) months, then, unless the Board elects to make a new appraisal of the
Shares, the Share Value shall be as set forth in such appraisal and no new
appraisal shall be required. Notwithstanding the previous sentences, the
Board shall order an appraisal of the Shares to determine Share Value at
any time if the Board believes that there has been, since the date of the
last determination of Share Value, a material change in the business
operations, assets or liabilities, employee relationships, customer
relationships, results of operations, prospects or the condition (financial
or
13
<PAGE>
otherwise) of the Company. The Company shall pay the fees and disbursements
of the Appraiser. Within thirty (30) days after being retained by the
Company, the Appraiser shall issue a report setting forth the value of the
Shares and a reasonably detailed explanation of the methods used to
determine such value.
4.4 Voting of Shares. Notwithstanding anything to the contrary contained
----------------
in this Agreement, in the event of a Stockholder's death or Disability,
such Stockholder and such Stockholder's Permitted Transferees, if any,
shall be required to vote all Shares held by such Stockholder and such
Permitted Transferees as directed by the Board of Directors of the Company
(including, without limitation, abstaining from voting).
4.5 Definition of Disability. As used in this Agreement, "Disability"
------------------------
shall mean an individual's inability, due to physical or mental incapacity
or impairment, to fully perform the tasks usually encountered in such
individual's employment with the Company or Ashton for at least ninety (90)
consecutive days, or for a period shorter than ninety (90) consecutive days
as determined by the Board after consultation with a medical expert.
5. Voting Block.
------------
5.1 Voting of Shares by Ashton Executives. From the date of this Agreement
-------------------------------------
until the Termination Date, each Ashton Executive shall cause the Shares of
14
<PAGE>
Common Stock of the Company owned or controlled by such Ashton Executive
and his or its Permitted Transferees to be voted at any meeting of the
stockholders of the Company or in any consent in lieu of such a meeting for
and/or against any proposal in the same manner and proportion as all other
shares owned by Ashton or its designee(s) are voted at such meeting or
consent in lieu of such a meeting, as the case may be.
6. Management of Electronic Market Center, Inc.
--------------------------------------------
6.1 Board of Directors. Notwithstanding anything in the Certificate of
------------------
Incorporation or the By-Laws of the Company to the contrary, so long as the
Stockholders continue to hold Shares, the Stockholders agree that they
shall cause the Company to have a Board of Directors consisting of six (6)
directors, one of whom shall be Matthew Saltzman and one of whom shall be a
person appointed by Matthew Saltzman. In the event that both Matthew
Saltzman and his appointee resign as, or cease to be, directors of the
Company, the remaining Stockholders shall elect their replacements to fill
the vacancies on the Board of Directors as provided in the Company's By-
Laws.
6.2 Board Approval Required for Certain Actions. Saltzman and the
-------------------------------------------
Stockholders agree that they shall refrain from taking or causing the
Company or any of its subsidiaries to take, and the Company agrees that it
shall not take or cause any of its subsidiaries to take, any transaction
outside the ordinary course of
15
<PAGE>
business, without the express prior written consent of the Board of
Directors of the Company. "Ordinary Course of Business" shall mean the
ordinary course of business consistent with past custom and practice
(including with respect to quantity and frequency). Without limiting the
generality of the foregoing:
(i) none of the Company and its subsidiaries will authorize or
effect any change in their charter or bylaws;
(ii) none of the Company and its subsidiaries will grant any
options, warrants, or other rights to purchase or obtain any of their
capital stock or issue, sell, or otherwise dispose of any of their capital
stock (except upon the conversion or exercise of options, warrants, and
other rights currently outstanding);
(iii) none of the Company and its subsidiaries will declare, set
aside, or pay any dividend or distribution with respect to their capital
stock (whether in cash or in kind), or redeem, repurchase, or otherwise
acquire any of their capital stock, in either case outside the Ordinary
Course of Business;
(iv) none of the Company and its subsidiaries will issue any
note, bond, or other debt security or create, incur, assume, or guarantee
any indebtedness for borrowed money or capitalized lease obligation outside
the Ordinary Course of Business;
(v) none of the Company and its subsidiaries will impose any
security interest upon any of their assets outside the Ordinary Course of
Business;
16
<PAGE>
(vi) none of the Company and its subsidiaries will make any
capital investment in, make any loan to, or acquire the securities or
assets of any other person or entity outside the Ordinary Course of
Business;
(vii) none of the Company and its subsidiaries will make any
change in employment terms for any of their directors, officers, and
employees outside the Ordinary Course of Business;
(viii) the Company will not modify the duties assigned to the
President of the Company;
(ix) none of the Company and its subsidiaries will make any
change in the business lines of the Company;
(x) none of the Company and its subsidiaries will sell or
arrange a sale of all or substantially all of the Company's or any of its
subsidiary's assets, or merge or arrange a merger or other business
combination involving the Company, or any subsidiary thereof;
(xi) none of the Company and its subsidiaries will commit to
any of the foregoing.
6.3 Minority Stockholder Approval for Certain Actions. Ashton, the
-------------------------------------------------
Company, and Saltzman agree that they shall refrain from taking or causing
the Company or any of its subsidiaries to take, and the Company agrees that
it shall not take or cause any of its subsidiaries to take, any of the
following transactions, without the express prior written consent of
Saltzman:
17
<PAGE>
(i) changing any lines of business of the Company from the area
of financial services;
(ii) borrowing any money for the purpose of financing Ashton or
any subsidiary of Ashton other than the Company;
(iii) making any loan to Ashton or any subsidiary of Ashton other
than the Company;
(iv) guaranteeing any third-party debt;
(v) committing to any of the foregoing.
7 Term and Termination.
--------------------
7.1 Term. This Agreement is effective as of the date hereof and, unless
----
earlier terminated, shall continue in force until the earlier of (a) with
respect to the Ashton Executives, January 31, 2002, (b) the closing date of an
initial public offering of the Common Stock of the Company, (c) the dissolution
or liquidation of the Company, or (d) a change in control of Ashton or the
Company (such date being the "Termination Date").
7.2 Effect of Termination. Termination of this Agreement shall not affect
---------------------
or impair any rights or obligations that arise prior to or at the time of the
termination of this Agreement, or which may arise by reason of an event causing
the termination of this Agreement, and all such rights and obligations,
including the rights and obligations under any provision of this Agreement which
by their terms are to survive termination, shall
18
<PAGE>
also survive. The rights and remedies provided in this Agreement shall be
cumulative and not exclusive and shall be in addition to any other rights and
remedies which the Stockholders may have under this Agreement or otherwise.
8. Miscellaneous.
-------------
8.1 Entire Agreement. This Agreement supersedes all prior and written
----------------
agreements between the parties with respect to the subject matter hereof, and
this Agreement and the other documents and agreements between the parties which
are referred to herein or executed contemporaneously herewith set forth the
entire agreement among the parties with respect to the transactions contemplated
thereby.
8.2 Amendment. Any term of this Agreement may be amended and the
---------
observance of any such term may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written
consent of (a) the Board of Directors of the Company, (b) Stockholders holding
at least 67% of the outstanding Shares held by Stockholders and their Permitted
Transferees (after notice to all Stockholders of the proposal to adopt such
amendment), and (c) Saltzman and his Permitted Transferees (after notice to them
of the proposal to adopt such amendment). Any amendment so adopted shall become
effective upon the giving of notice of such adoption to all of the Stockholders.
Each Stockholder shall be bound by any amendment or waiver adopted in accordance
with this Section 7.2, whether or not such Stockholder shall have consented
thereto.
19
<PAGE>
8.3 Binding Effect. This Agreement shall be binding upon and inure to the
--------------
benefit of the parties hereto and their respective heirs, legal representatives
and permitted successors and assigns. Except as otherwise expressly provided
herein, neither this Agreement nor any rights or obligations hereunder shall be
assignable or otherwise transferable by any party, voluntarily or by operation
of law, without the prior written consent of the parties hereto, and any
assignment or transfer without such consent shall be null and void.
8.4 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute a single agreement.
8.5 Governing Law. This Agreement is made under and shall be governed by
-------------
and construed in accordance with the laws of the State of Delaware (without
regard to the conflict of laws principles thereof).
8.6 Severability. If any term or other provision of this Agreement is
------------
invalid, illegal or incapable of being enforced by reason of any rule of law or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions or agreements of the parties contemplated hereby
are not affected in any manner materially adverse to any party. Upon the
determination that any term or other provision is invalid, illegal or
20
<PAGE>
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner.
8.7 Negotiation and Arbitration.
---------------------------
(a) The parties shall attempt in good faith to resolve any dispute
arising out of or relating to this Agreement promptly by negotiation. If a
matter in dispute has not been resolved within sixty (60) days of a party's
request for negotiation, any of the parties to the dispute may initiate
arbitration as provided hereinafter. Any dispute arising out of or relating to
this Agreement or the breach, termination or validity thereof, including,
without limitation, the determination of the scope or applicability of this
agreement to arbitrate, which has not been resolved by negotiation within sixty
(60) days after a party's request for negotiation shall be settled by
arbitration before a panel of three arbitrators in the Philadelphia,
Pennsylvania. The arbitration shall be governed by the Federal Arbitration Act
and administered by the American Arbitration Association under its Commercial
Arbitration Rules, provided that persons eligible to be selected as arbitrators
shall be limited to persons who are either (a) retired judges of state or
Federal courts, or (b) attorneys-at-law who have engaged in the private practice
of law for at least ten (10) years concentrating either in general commercial
litigation or general corporate and commercial matters. To assure the parties
that disputes and controversies subject to arbitration will be resolved
expeditiously, the arbitration hearing shall occur within sixty (60) days after
the arbitration is initiated and any discovery prior to the arbitration
21
<PAGE>
hearing shall be limited (including no more than two depositions per party). The
arbitrators shall not have authority to award punitive or exemplary damages.
Each of the parties shall, subject to the award of the arbitrators, pay an equal
share of the arbitrators' fees. The arbitrators shall have the power to award
recovery of all costs (including attorneys' fees, administrative fees,
arbitrators' fees and court costs) to the prevailing party. Judgment upon the
award rendered may be entered in any court having jurisdiction.
(b) No provision of, nor the exercise of any rights under, this
Section 8.7 shall limit the right of any party to request and obtain from a
court of competent jurisdiction before, during or after the pendency of any
arbitration, provisional or ancillary remedies and relief including, but not
limited to, the remedies provided for in Section 8.8. The institution and
maintenance of an action or judicial proceeding for, or pursuit of, provisional
or ancillary remedies shall not constitute a waiver of the right of any party,
even if it is the plaintiff, to submit the dispute to arbitration if such party
would otherwise have such right. Each of the parties hereby, for purposes of
this provision, submits unconditionally to the non-exclusive jurisdiction of the
state and federal courts located in the State of Pennsylvania, City of
Philadelphia, waives objection to the venue of any proceeding in any such court
or that any such court provides an inconvenient forum and consents to the
service of process upon it in connection with any proceeding instituted under
this Section 8.7 in the same manner as provided for the giving of notice
hereunder.
22
<PAGE>
8.8 Equitable Relief. Since a party may sustain irreparable harm in the
----------------
event there is a breach of any of the covenants contained in this Agreement, in
addition to any other rights or remedies which a party may have under this
Agreement or otherwise (including the rights to require negotiation and
arbitration in accordance with Section 8.7), a party shall be entitled to obtain
specific performance or injunctive relief against any other party in any court
of competent jurisdiction for the purposes of restraining the other party from
any actual or threatened breach of any of such covenants or to compel such other
party to perform any of such covenants, without the necessity of proving
irreparable injury or the inadequacy of remedies at law or posting bond or other
security.
8.9 Notices. Any and all notices, requests, demands, consents and other
-------
communications required or permitted under this Agreement shall be in writing,
signed by or on behalf of the party by whom or which given, and shall be
considered to have been duly given when (a) delivered by hand, (b) sent by
telecopier (with receipt confirmed), provided that a copy is mailed (on the same
date) by first class mail, postage prepaid, or (c) received by the addressee, if
sent by Express Mail, Federal Express or other reputable express delivery
service (receipt requested), or by first class certified or registered mail,
return receipt requested, postage prepaid, in each case to the appropriate
addresses and telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may from time to time designate as to itself by
notice similarly given to the other parties in accordance herewith). A notice
of change of address shall not be deemed given until received by the addressee.
Notice shall be given:
23
<PAGE>
(1) to the Company at:
Electronic Market Center, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Attn: President
Telecopier: (215) 636-3560
(2) to Ashton at:
The Ashton Technology Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Attn: President
Telecopier: (215) 636-3560
(3) to Saltzman at:
2 Forest Hills Drive
Avon, Connecticut 06001
Telecopier: (860) 677-9366
(4) to Whitehead at:
35 East Main Street
PMB 352
Avon, Connecticut 06001
(5) to the Ashton Executives:
c/o The Ashton Technology Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Attn: President
Telecopier: (215) 636-3560
8.10 Additional Stockholders. Notwithstanding anything to the contrary
-----------------------
contained herein, in connection with the issuance of Common Stock to an employee
of Ashton, the parties agree to permit such person to become a party to this
Agreement and succeed to
24
<PAGE>
all of the rights and obligations of a "Stockholder" and "Ashton Executive"
under this Agreement by obtaining an executed counterpart signature page to this
Agreement, and, upon his execution of such signature page, such person shall for
all purposes be a "Stockholder" and "Ashton Executive" party to this Agreement.
8.11 Deadlines. If the last day of any time period specified in this
---------
Agreement for the giving of notice shall fall on any day that is not a "Business
Day" (as hereinafter defined), then such time period shall be extended until the
next Business Day. The term "Business Day" shall mean Monday through Friday,
except any such day on which the commercial banks in Philadelphia, Pennsylvania
are closed.
[The rest of this page has been left intentionally blank.]
25
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Stockholders
Agreement to be executed as of the date first written above.
ELECTRONIC MARKET CENTER, INC.
By: _______________________________
Name: Fredric W. Rittereiser
Title: Chairman
THE ASHTON TECHNOLOGY GROUP, INC.
By: _______________________________
Name: Arthur J. Bacci
Title: President
MATTHEW SALTZMAN
By: _______________________________
ALLEN WHITEHEAD
By: _______________________________
26
<PAGE>
SCHEDULE A
THE ASHTON EXECUTIVES
FREDRIC W. RITTEREISER
By: ___________________________
K. IVAN F. GOTHNER
By: ___________________________
ARTHUR J. BACCI
By: ___________________________
WILLIAM W. UCHIMOTO
By: ___________________________
FRED S. WEINGARD
By: ___________________________
27
<PAGE>
RICHARD BUTLER
By: ___________________________
THOMAS BROWN
By: ___________________________
MARC GRESACK
By: ___________________________
SCOTT VON KLEECK
By: ___________________________
28
<PAGE>
EXHIBIT 10.3
------------
STOCK EXCHANGE AND ACQUISITION AGREEMENT
STOCK EXCHANGE AND ACQUISITION AGREEMENT dated as of April 18, 2000 (the
"Agreement"), between and among ELECTRONIC MARKET CENTER, INC., a company
organized and existing under the laws of the State of Delaware ("EMC" or the
"Company"), located at 1900 Market Street, Suite 701, Philadelphia, Pennsylvania
19103, THE ASHTON TECHNOLOGY GROUP, INC., a company organized and existing under
the laws of the State of Delaware ("Ashton"), located at 1900 Market Street,
Suite 701, Philadelphia, Pennsylvania 19103, E-TRUSTCO.COM, Inc., a company
organized and existing under the laws of the State of Delaware ("E-Trustco"),
located at 1 Darling Drive, Suite 600, Avon, Connecticut, 06001, MATTHEW
SALTZMAN ("Saltzman"), who resides at 2 Forest Hills Drive, Avon, Connecticut,
06001, and ALLEN WHITEHEAD ("Whitehead"), who resides at 35 East Main Street,
PMB 352, Avon, Connecticut, 06001. EMC and E-Trustco together are referred to
collectively as the "Parties" and each, a "Party."
WHEREAS, the Parties, Saltzman and Whitehead desire that, upon the terms
and subject to the conditions contained herein, Saltzman and Whitehead shall,
jointly, sell to the Company, and the Company shall purchase 165 shares of E-
Trustco's common stock, no par value per share (the "E-Trustco Common Stock")
from Saltzman and Whitehead, which securities represents all of the equity,
voting rights, title and interest in E-Trustco, in exchange for 2,000,000 shares
of the Company's common stock, par value $.0001 per share (the "EMC Common
Stock") as more fully described herein; and
WHEREAS, as a condition of such exchange and acquisition of the E-Trustco
Common Stock, EMC and Ashton desire to enter into an employment agreement with
Matthew Saltzman, president of E-Trustco, which agreement sets forth the terms
and conditions of Saltzman's employment as President and Chief Operating Officer
of EMC.
NOW, THEREFORE, the Parties hereto, Ashton, Saltzman and Whitehead agree as
follows:
ARTICLE I
Transfer of Shares
Section 1.1 Sale of the E-Trustco Common Stock.
----------------------------------
(a) Saltzman and Whitehead hereby agree to sell, jointly, to the Company
and the Company hereby agrees to purchase from Saltzman and Whitehead the E-
Trustco Common Stock in exchange for the EMC Common Stock at the Closing (as
hereinafter defined). The Company shall issue to Saltzman 1,950,000 shares of
the EMC Common Stock and shall issue to Whitehead 50,000 shares of the EMC
Common Stock at the Closing.
-1-
<PAGE>
(b) After the purchase and sale of the E-Trustco Common Stock, the Company
shall own 100% of the authorized, issued and outstanding voting equity of E-
Trustco.
(c) After the purchase and sale of the EMC Common Stock, Saltzman shall own
19.5% and Whitehead shall own .5% of the authorized, issued and outstanding
voting equity of EMC.
Section 1.2 Closing.
-------
The purchase and sale of the E-Trustco Common Stock shall take place
as of 12:00 p.m., Eastern Standard Time, on April 18, 2000 (the "Closing Date")
at the offices of EMC first described above, or at such other place as the
Parties, Ashton, Saltzman and Whitehead mutually agree upon orally or in writing
(which time and place are designated as the "Closing"). At the Closing, the
Parties, Ashton, Saltzman and Whitehead shall complete each of the following
conditions:
(1) The delivery by Saltzman and Whitehead to the Company of certificates,
executed stock powers and/or register share ownership, as the case may
be, representing the E-Trustco Common Stock;
(2) The delivery by the Company to E-Trustco of certificates representing
the EMC Common Stock;
(3) The execution and delivery by the Company, Ashton and Saltzman of an
employment agreement by and between the Company, Ashton and Saltzman
(the "Employment Agreement"), the form of which is attached hereto as
Exhibit A, and all exhibits, attachments and schedules thereto;
(4) The execution and delivery by the Company, Ashton, Saltzman, and
Whitehead of a Stockholders Agreement, the form of which is attached
hereto as Exhibit B and all exhibits, attachments and schedules
thereto.
ARTICLE II
Representations and Warranties of E-Trustco
E-Trustco, and for purposes of Sections 2.6, 2.8 and 2.9, Saltzman and
Whitehead, hereby represent and warrant to the Company and Ashton that the
following are true and correct as of the Closing Date:
Section 2.1 Corporate Existence and Power. E-Trustco is a
-----------------------------
corporation duly organized, validly existing and in good standing in the state
of its incorporation, and E-Trustco has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted. E-Trustco is duly qualified to do business as
a foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its activities
makes such qualification
-2-
<PAGE>
necessary, except for those jurisdictions where failure to be so qualified could
not reasonably be expected, individually or in the aggregate, to have a material
adverse effect on the condition (financial or otherwise), business, assets,
properties, results of operations or prospects (hereinafter, a "Material Adverse
Effect") of E-Trustco and its subsidiaries, taken as a whole.
Section 2.2 Corporate Authorization. E-Trustco has full power and
-----------------------
authority (including full corporate power and authority) to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The transactions contemplated hereby have
been duly authorized and require no other action or proceeding on the part of E-
Trustco. The undersigned executing this Agreement on behalf of E-Trustco has
all right, power and authority to execute and deliver this Agreement on behalf
of E-Trustco. This Agreement has been duly executed and delivered by E-Trustco
and constitutes the valid and legally binding obligation of E-Trustco,
enforceable against E-Trustco in accordance with its terms and conditions.
Section 2.3 Capitalization. The entire authorized capital stock of
--------------
E-Trustco consists of: one thousand five hundred (1,500) shares of common
stock, no par value per share, of which one hundred sixty five (165) shares are
issued and outstanding. All of the shares of E-Trustco Common Stock to be
issued pursuant to this Agreement have been duly authorized and, upon
consummation of this transaction, will be validly issued, fully paid and
nonassessable.
Section 2.4 Noncontravention. Neither the execution and the
----------------
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which E-Trustco is subject
or any provision of the charter or bylaws of E-Trustco, or (ii) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any agreement, contract, mortgage, indenture, lease,
license, instrument or other arrangement, permit, concession or franchise to
which E-Trustco is a party or by which it is bound or to which any of its assets
is subject. E-Trustco does not need to give any notice to, make any filing with,
or obtain any authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions contemplated by this
Agreement.
Section 2.5 Broker's Fees. None of E-Trustco and its subsidiaries
-------------
has any liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this Agreement
for which EMC or Ashton could become liable or obligated.
Section 2.6 Disclosure. E-Trustco, Saltzman and Whitehead have fully
----------
provided the Company and Ashton with all the information the Company and Ashton
have requested for deciding whether to consummate this transaction. Neither
this Agreement, the Employment Agreement, nor any other statements or
certificates made or delivered by E-Trustco in connection herewith contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made herein or therein, in the light of the
circumstances under which they were made, not misleading.
-3-
<PAGE>
Section 2.7 No Undisclosed Liabilities or Events. E-Trustco has no
------------------------------------
liabilities or obligations (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for taxes, other than those incurred in the ordinary course of E-
Trustco's business which, individually or in the aggregate, do not or would not
have a Material Adverse Effect on E-Trustco. No event or circumstance has
occurred or exists which is likely to have a Material Adverse Effect on E-
Trustco.
Section 2.8 Litigation. There is no action, proceeding or
----------
investigation pending, or to E-Trustco's knowledge threatened, against E-Trustco
that questions the validity of this Agreement, or the right of E-Trustco to
enter into this Agreement, or to consummate the transactions contemplated
hereby, or that might have a Material Adverse Effect on E-Trustco, or result in
a change in the current equity ownership of E-Trustco, nor is E-Trustco aware
that there is any basis for the foregoing. E-Trustco is not under the
jurisdiction of a court in a proceeding under Title 11 of the United States
Bankruptcy Code or similar proceeding. There is no action, proceeding or
investigation pending, or to Saltzman's or Whitehead's knowledge threatened,
against Saltzman or Whitehead that threatens the validity of this Agreement, or
the right of Saltzman or Whitehead to enter into this Agreement, or to
consummate the transactions contemplated hereby, nor are Saltzman or Whitehead
aware that there is any basis for the foregoing.
Section 2.9 Title to Assets. E-Trustco has good and marketable title
---------------
to all properties and material assets owned by it, free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest other than
such as are not material to the business of E-Trustco. With respect to the
property and assets it leases, E-Trustco is in compliance with such leases and,
to the best of its knowledge, holds a valid leasehold interest free of any
liens, claims or encumbrances. Saltzman and Whitehead have good title to the E-
Trustco Common Stock, free and clear of any pledge, lien, security interest,
encumbrance, claim or equitable interest.
Section 2.10 Required Governmental Permits. E-Trustco and its
-----------------------------
subsidiaries are in possession of and operating in compliance with all
authorizations, licenses, certificates, consents, orders and permits from state,
federal and other regulatory authorities which are material to the conduct of
its business, all of which are valid and in full force and effect, except for
such permits that E-Trustco has not yet obtained and is diligently pursuing to
obtain and which E-Trustco has no reason to believe will not be obtained.
Section 2.11 Other Outstanding Securities. Other than the E-Trustco
----------------------------
Common Stock, there are no other outstanding securities, debt or equity
presently convertible into E-Trustco common stock.
Section 2.12 Patents and Trademarks. E-Trustco has sufficient title
----------------------
and ownership of all patents, trademarks, service marks, trade names,
copyrights, trade secrets information, proprietary rights and processes
necessary for the business as now conducted and as proposed to be conducted
without any conflict with or infringement of the rights of others except for
such licenses which E-Trustco shall obtain during the ordinary course of its
business. There
-4-
<PAGE>
are no outstanding options, licenses, or agreements of any kind with any person
or entity relating to the foregoing, nor is E-Trustco bound by or a party to any
options, licenses or agreements of any kind with respect to the patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, proprietary rights and processes of any other person or entity. E-
Trustco has not received any communications alleging that it has violated or, by
conducting its business as proposed, would violate any of the patents,
trademarks, service marks, trade names, copyrights or trade secrets or other
proprietary rights of any other person or entity.
ARTICLE III
Representations and Warranties of the Company
The Company and, for purposes of Section 3.6, Ashton, hereby represent
and warrant to E-Trustco, Saltzman and Whitehead that the following are true and
correct as of the Closing Date:
Section 3.1 Corporate Existence. EMC is a corporation duly
-------------------
organized, validly existing and in good standing in the state of its
incorporation, and EMC has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted. EMC is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the character of
the property owned or leased by it or the nature of its activities makes such
qualification necessary, except for those jurisdictions where failure to be so
qualified could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect on EMC and its subsidiaries, taken as a whole.
Section 3.2 Corporate Authorization. EMC has full power and
-----------------------
authority (including full corporate power and authority) to execute and deliver
this Agreement, to perform its obligations hereunder, and to consummate the
transactions contemplated hereby. The transactions contemplated hereby have been
duly authorized and require no other action or proceeding on the part of EMC.
The undersigned executing this Agreement on behalf of EMC has all right, power
and authority to execute and deliver this Agreement on behalf of EMC. This
Agreement has been duly executed and delivered by the Company and constitutes
the valid and legally binding obligation of the Company, enforceable against the
Company in accordance with its terms and conditions.
Section 3.3 Capitalization. The entire authorized capital stock of
--------------
EMC consists of twenty million (20,000,000) shares of common stock, par value
$.0001 per share, of which eight million (8,000,000) shares are issued and
outstanding, and three million (3,000,000) shares of preferred stock, par value
$.01 per share, of which no shares are issued and outstanding. All of the
shares of EMC Common Stock to be issued pursuant to this Agreement have been
duly authorized and, upon consummation of this transaction, will be validly
issued, fully paid and nonassessable.
Section 3.4 Noncontravention. Neither the execution and the delivery
----------------
of this Agreement, nor the consummation of the transactions contemplated hereby,
will (i) violate any
-5-
<PAGE>
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which EMC is subject or any provision of the charter or bylaws of EMC,
or (ii) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract,
mortgage, indenture, lease, license, instrument or other arrangement, permit,
concession or franchise to which EMC is a party or by which it is bound or to
which any of its assets is subject. EMC does not need to give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement.
Section 3.5 Brokers' Fees. EMC does not have any liability or
-------------
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any of E-
Trustco, its Subsidiaries or Saltzman could become liable or obligated.
Section 3.6 Disclosure. EMC and Ashton have fully provided
----------
E-Trustco, Saltzman and Whitehead with all the information E-Trustco, Saltzman
and Whitehead have requested for deciding whether to consummate this
transaction. Neither this Agreement, the Employment Agreement, nor any other
statements or certificates made or delivered by EMC in connection herewith
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made herein or therein, in the light
of the circumstances under which they will be made, not misleading.
Section 3.7 No Undisclosed Liabilities or Events. EMC has no
------------------------------------
liabilities or obligations (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for taxes, other than those which, individually or in the
aggregate, do not or would not have a Material Adverse Effect on EMC. No event
or circumstance has occurred or exists which is likely to have a Material
Adverse Effect on EMC.
Section 3.8 Litigation. There is no action, proceeding or
----------
investigation pending, or to EMC's knowledge threatened, against EMC that
questions the validity of this Agreement, or the right of EMC to enter into this
Agreement, or to consummate the transactions contemplated hereby, or that might
have a Material Adverse Effect on EMC, or result in a change in the current
equity ownership of EMC, nor is EMC aware that there is any basis for the
foregoing. EMC is not under the jurisdiction of a court in a proceeding under
Title 11 of the United States Bankruptcy Code or similar proceeding.
Section 3.9 Title to Assets. EMC has good and marketable title to
---------------
all properties and material assets owned by it, free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest other than
such as are not material to the business of EMC. With respect to the property
and assets it leases, EMC is in compliance with such leases and, to the best of
its knowledge, holds a valid leasehold interest free of any liens, claims or
encumbrances.
-6-
<PAGE>
Section 3.10 Required Governmental Permits. EMC and its subsidiaries
-----------------------------
are in possession of and operating in compliance with all authorizations,
licenses, certificates, consents, orders and permits from state, federal and
other regulatory authorities which are material to the conduct of its business,
all of which are valid and in full force and effect, except for such permits
that EMC has not yet obtained and is diligently pursuing to obtain and which EMC
has no reason to believe will not be obtained.
Section 3.11 Other Outstanding Securities. Other than the EMC Common
----------------------------
Stock there are no other outstanding securities, debt or equity presently
convertible into EMC common stock.
Section 3.12 Patents and Trademarks. EMC has sufficient title and
----------------------
ownership of all patents, trademarks, service marks, trade names, copyrights,
trade secrets information, proprietary rights and processes necessary for the
business as now conducted and as proposed to be conducted without any conflict
with or infringement of the rights of others except for such licenses which EMC
shall obtain during the ordinary course of its business. There are no
outstanding options, licenses, or agreements of any kind with any person or
entity relating to the foregoing, nor is EMC bound by or a party to any options,
licenses or agreements of any kind with respect to the patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information,
proprietary rights and processes of any other person or entity. EMC has not
received any communications alleging that it has violated or, by conducting its
business as proposed, would violate any of the patents, trademarks, service
marks, trade names, copyrights or trade secrets or other proprietary rights of
any other person or entity.
ARTICLE IV
Covenants
The Parties, Ashton, Saltzman and Whitehead hereby agree as follows
with respect to the period from and after the Closing.
Section 4.1 General. Each of the Parties, Ashton, Saltzman and
-------
Whitehead will use its or his reasonable best efforts to take all action and to
do all things necessary, proper, or advisable in order to consummate and make
effective the transactions contemplated by this Agreement.
Section 4.2 Regulatory Matters and Approvals. Each of the Parties
--------------------------------
will (and E-Trustco will cause each of its subsidiaries to) give any notices to,
make any filings with, and use its reasonable best efforts to obtain any
authorizations, consents, and approvals of governments and governmental agencies
in connection with the matters referred to in Sections 2.4, 2.10, 3.4 and 3.10
above.
Section 4.3 Full Access. E-Trustco will (and will cause each of its
-----------
subsidiaries to) permit representatives of EMC or Ashton to have full access at
all reasonable times, and in a manner so as not to interfere with the normal
business operations of E-Trustco and its subsidiaries, to all premises,
properties, personnel, books, records (including tax records), contracts, and
documents of, or pertaining to, each of E-Trustco and its subsidiaries. EMC and
Ashton will treat and hold as such any confidential information they receive
from any of E-
-7-
<PAGE>
Trustco and its subsidiaries in the course of the reviews contemplated by this
Section 4.3, will not use any of the confidential information except in
connection with this Agreement, and, if this Agreement is terminated for any
reason whatsoever, agree to return to E-Trustco or its subsidiaries, as the case
may be, all tangible embodiments (and all copies) thereof which are in their
possession.
Section 4.4 Notice of Developments. Each Party will give prompt
----------------------
written notice to the other of any material adverse development causing a breach
of any of its own representations and warranties in Article II and Article III
above and its inability to comply with any of the covenants in Article IV. No
disclosure by any Party pursuant to this Section 4.4, however, shall be deemed
to prevent or cure any misrepresentation, breach of warranty, or breach of any
covenant to which notice is given under this Section 4.4.
Section 4.5 Exclusivity. E-Trustco will not (and will not cause or
-----------
permit any of its subsidiaries to) solicit, initiate, or encourage the
submission of any proposal or offer from any person relating to the acquisition
of all or substantially all of the capital stock or assets of any of E-Trustco
and/or its subsidiaries (including any acquisition structured as a merger,
consolidation, or share exchange). E-Trustco shall notify EMC immediately if
any Person makes any proposal, offer, inquiry or contact with respect to any of
the foregoing.
ARTICLE V
Indemnification
Section 5.1 Indemnification. Each of the Parties, Ashton, Saltzman
---------------
and Whitehead agree to indemnify the other Party, Ashton, Saltzman and Whitehead
as the case may be, and to hold the other harmless from and against any and all
losses, damages, liabilities, costs and expenses (including reasonable
attorneys' fees) which the other may sustain or incur in connection with the
breach by the indemnifying Party, Ashton, Saltzman or Whitehead of any
representation, warranty or covenant made by it or him in this Agreement.
ARTICLE VI
Miscellaneous
Section 6.1 Termination. The Parties, Ashton, Saltzman and Whitehead
-----------
may terminate this Agreement by mutual written consent. If this Agreement is
terminated by mutual written consent, this Agreement shall become void and of no
effect with no liability on the part of any Party, Ashton, Saltzman or
Whitehead.
Section 6.2 Survival. None of the provisions of this Agreement
--------
other than Sections 5.1, 6.2, 6.3, 6.6, 6.9, 6.11, 6.13 and 6.15 will survive
the termination of this Agreement.
Section 6.3 Press Releases and Public Announcements. Neither Party,
---------------------------------------
nor Ashton, Saltzman or Whitehead shall issue any press release or make any
public announcement relating to the subject matter of this Agreement without the
prior approval of the other signatories to this Agreement.
-8-
<PAGE>
Section 6.4 No Third Party Beneficiaries. This Agreement shall not
----------------------------
confer any rights or remedies upon any Person other than the Parties, Ashton,
Saltzman or Whitehead and their respective successors and permitted assigns.
Section 6.5 Entire Agreement. This Agreement (including the
----------------
documents referred to herein) constitutes the entire agreement between the
Parties, Ashton, Saltzman and Whitehead and supersedes any prior understandings,
agreements, or representations by or between the Parties, written or oral, to
the extent they related in any way to the subject matter hereof.
Section 6.6 Succession and Assignment. This Agreement shall be
-------------------------
binding upon and inure to the benefit of the Parties, Ashton, Saltzman and
Whitehead and their respective successors and permitted assigns. Neither Party,
Ashton, Saltzman nor Whitehead may assign either this Agreement or any of their
rights, interests, or obligations hereunder without the prior written approval
of each of the other signatories to this Agreement.
Section 6.7 Counterparts. This Agreement may be executed in one or
------------
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
Section 6.8 Headings. The section headings contained in this
--------
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
Section 6.9 Notices. All notices, requests, demands, claims, and
-------
other communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:
If to EMC:
Electronic Market Center, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Attention: Fredric W. Rittereiser, President
Facsimile: (215) 636-3560
If to Ashton:
The Ashton Technology Group, Inc.
1900 Market Street, Suite 701
Philadelphia, PA 19103
Attention: Arthur J. Bacci, President
Facsimile: (215) 636-3560
-9-
<PAGE>
If to E-Trustco:
E-Trustco, Inc.
1 Darling Drive, Suite 600
Avon, CT 06001
Attention: Matthew Saltzman
Facsimile: (860) 677-9366
If to Saltzman:
2 Forest Hills Drive
Avon, CT 06001
Facsimile: (860) 677-9366
If to Whitehead:
Allen Whitehead
35 East Main Street
PMB 352
Avon, CT 06001
Any Party, Ashton, Saltzman or Whitehead may send any notice, request,
demand, claim, or other communication hereunder to the intended recipient at the
address set forth above using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail, or
electronic mail), but no such notice, request, demand, claim, or other
communication shall be deemed to have been duly given unless and until it
actually is received by the intended recipient. Any Party, Ashton Saltzman or
Whitehead may change the address to which notices, requests, demands, claims,
and other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.
Section 6.10 Share Legend. Each share certificate issued for shares
------------
of capital stock of EMC and E-Trustco delivered pursuant to this Agreement shall
be imprinted with a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF
COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER
WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS."
Section 6.11 Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the domestic laws of the State of Delaware without
giving effect to
-10-
<PAGE>
any choice or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.
Section 6.12 Amendments and Waivers. No amendment of any provision
----------------------
of this Agreement shall be valid unless the same shall be in writing and signed
by each of the Parties, Ashton, Saltzman and Whitehead. No waiver by any Party,
Ashton, Saltzman or Whitehead of any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, shall be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
Section 6.13 Severability. Any term or provision of this Agreement
------------
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
Section 6.14 Expenses. Each of the Parties, Ashton, Saltzman and
--------
Whitehead will bear their own costs and expenses (including legal fees and
expenses) incurred in connection with this Agreement and the transactions
contemplated hereby.
Section 6.15 Construction. The Parties, Ashton, Saltzman and
------------
Whitehead have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties,
Ashton and Saltzman and no presumption or burden of proof shall arise favoring
or disfavoring any Party, Ashton and Saltzman by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local,
or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context otherwise requires. The
word "including" shall mean including without limitation.
Section 6.16 Incorporation of Exhibits and Schedules. The Exhibits
---------------------------------------
and Schedules identified in this Agreement are incorporated herein by reference
and made a part hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-11-
<PAGE>
IN WITNESS WHEREOF, the Parties, Ashton, Saltzman and Whitehead hereto
have executed this Agreement on as of the date first above written.
ELECTRONIC MARKET CENTER, INC. E-TRUSTCO.COM, INC.
By: ________________________________ By:___________________________
Name: Fredric W. Rittereiser Name: Matthew Saltzman
Title: President Title: President
THE ASHTON TECHNOLOGY GROUP, INC.
For purposes of Sections 1.2(3), 1.2(4),
3.6, 4.1, 5.1, 6.1, 6.3, 6.4, 6.5, 6.6,
6.9, 6.12, 6.14, and 6.15
By:_________________________________
Name: Arthur J. Bacci
Title: President
MATTHEW SALTZMAN
For purposes of Sections 1.2(1), 1.2(3),
1.2(4), 2.6, 2.8, 2.9, 4.1, 5.1, 6.1,
6.3, 6.4, 6.5, 6.6, 6.9, 6.12, 6.14, and
6.15
__________________________________
ALLEN WHITEHEAD
For purposes of Sections 1.2(1), 1.2(4),
2.6, 2.8, 2.9, 4.1, 5.1, 6.1, 6.3, 6.4,
6.5, 6.6, 6.9, 6.12, 6.14, and 6.15
___________________________________
12
<PAGE>
Exhibit A
EMPLOYMENT AGREEMENT BY AND BETWEEN
MATTHEW SALTZMAN AND ELECTRONIC MARKET CENTER, INC.
13
<PAGE>
Exhibit B
STOCKHOLDERS AGREEMENT
Of
ELECTRONIC MARKET CENTER, INC.
14
<PAGE>
EXHIBIT 99.1
------------
ASHTON TECHNOLOGY GROUP
FINALIZES ACQUISITION OF
E-Trustco.com
PHILADELPHIA, PA - April 26, 2000 - The Ashton Technology Group, Inc. (Nasdaq:
ASTN) announced today that its subsidiary, Electronic Market Center, Inc., (eMC)
completed the acquisition of E-Trustco.com, Inc.
E-Trustco will initially be operated as a wholly owned subsidiary of eMC. eMC
and E-Trustco will be headquartered in Hartford, CT. As an electronic trust
company, E-Trustco will provide eMC an electronic, professionally managed
investment advice program - in the form of multi-manager wrap-fee accounts - to
market to its business partners. The program will also include online objective
financial advisory services.
eMC's management will consist of Matthew Saltzman as President and Chief
Operating Officer, and Ashton employees Scott von Kleeck as Chief Technology
Officer, Mark Salvacion as General Counsel, and Arthur Bacci as Chief Financial
Officer. Matthew Saltzman will also serve as President and Chief Operating
Officer of E-Trustco.
eMC plans to develop, operate and market a global electronic distribution
channel offering a full range of financial products and services. eMC is
intended to be designed for interactive Internet market access by clients of
member users. eMC plans to offer established financial intermediaries access to
eMC's technology, distribution and communications network. Through eMC, these
financial intermediaries will be able to provide on-line financial products to
their clients and to clients of other member users.
The Ashton Technology Group is an evolving network of affiliated companies that
develop and market technology-based products and services to enable businesses
and consumers to execute better-informed transactions within global electronic
marketplaces. Ashton utilizes advanced telecommunication, computing, data and
information security, and Internet technologies, to develop electronic
transaction and distribution systems and products for the global financial
services industry.
Ashton's operating strategy is to maximize the value of each of the companies
within its network. Ashton provides the initial strategic investment capital,
develops and licenses technology to the network companies, and employs
innovative financial strategies to unlock shareholder value. This strategy
enables Ashton to leverage the collective knowledge of the network companies and
create a critical mass from which to enhance the value of its individual
businesses.
The forgoing press release contains forward-looking statements based on current
management expectations. A variety of important factors could cause results to
differ materially from such statements. Factors that could cause actual results
to differ from current expectations include whether the acquisition will meet
management's expectations, securities and banking regulatory issues that may
arise, difficulties in deploying eMC's and E-Trustco's technology, the ability
to develop markets for E-Trustco's and eMC's products, and the emergence of
other competitors. These and other risks pertaining to Ashton are
<PAGE>
described in greater detail in the Company's filings with the filings with the
Securities and Exchange Commission including those on forms 10-KSB and 10-Q.
*********
Ashton Investor Relations and Media Contact
Fraser P. Seitel, Emerald Partners
Telephone: (201) 784-8880, Telefax: (201) 784-1446.
Ashton Technology Group, Inc.
1900 Market Street, Suite 701, Philadelphia, PA 19103, USA.
Website: www.ashtontechgroup.com
