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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 1996
Caribiner International, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-14234 13-3466655
(Commission File Number) (I.R.S. Employer Identification No.)
16 West 61st Street, New York, NY 10023
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 541-5300
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
(a) Pursuant to an Agreement of Purchase and Sale of Assets,
dated June 6, 1996 (the "Lighthouse Agreement"), by and among Caribiner
International, Inc. (the "Company"), Lighthouse, Ltd. ("Lighthouse"),
Mark P. Fitzgerald ("Fitzgerald"), Warren F. Moore II ("Moore") and
Richard C. Hunt ("Hunt" and together with Fitzgerald and Moore, the
"Shareholders"), the Company acquired substantially all of the assets and
assumed certain of the liabilities of Lighthouse, a business
communications services company headquartered in Rolling Meadows,
Illinois, and received certain non-competition undertakings from each of
the Shareholders for an aggregate consideration of $5,250,000 in cash and
approximately $1,000,000 in common stock, par value $0.01 per share (the
"Common Stock"), of the Company (31,821 shares).
The Company financed the transactions with Lighthouse and the
Shareholders from the Company's working capital (which funds were raised
in the Company's initial public offering of Common Stock completed on
March 15, 1996) and from its authorized, but unissued share capital.
The Lighthouse Agreement is attached as Exhibit 2.1 and is
incorporated by reference in its entirety herein. The description of the
Lighthouse Agreement contained herein is qualified in its entirety by
reference to the Lighthouse Agreement.
Attached as Exhibit 99.1 is the Company's press release
announcing the completion of the transactions contemplated by the
Lighthouse Agreement.
(b) Equipment or Other Physical Property
Certain of the assets of Lighthouse acquired by the Company
pursuant to the Lighthouse Agreement constitute equipment or other
physical property. Such assets have been used by Lighthouse in connection
with its business communications services business. The Company intends
to continue substantially the same use for such acquired assets.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is currently impracticable for the Company to file with
this Form 8-K the historical financial information of Lighthouse required
to be filed pursuant to the instructions to Form 8-K. Such financial
information will be filed by amendment not later than 60 days after the
date on which this Form 8-K must be filed, and the Company expects
such financial information to be available in August, 1996.
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(b) Pro Forma Financial Information
It is currently impracticable for the Company to file with
this Form 8-K the pro forma financial information relative to the
transactions contemplated by the Lighthouse Agreement that is required
to be filed pursuant to the instructions to Form 8-K. Such pro forma
financial information will be filed by amendment not later than 60 days
after the date on which this Form 8-K must be filed, and the Company
expects such financial information to be available in August, 1996.
(c) Exhibits
2.1 Agreement of Purchase and Sale of Assets, dated June 6, 1996, by
and among the Company, Lighthouse, Fitzgerald, Moore and Hunt
(Schedules omitted -- the Company agrees to furnish a copy of any
Schedule to the Commission upon request).
99.1 Press release, dated June 6, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, Caribiner International, Inc. has caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 21, 1996 CARIBINER INTERNATIONAL, INC.
By: /s/ Arthur F. Dignam
---------------------------------
Name: Arthur F. Dignam
Title: Executive Vice President,
Chief Financial and
Administrative Officer
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INDEX TO EXHIBITS
Exhibit Description Page
- ------- ----------- ----
2.1 Agreement of Purchase and Sale of Assets, dated
June 6, 1996, by and among Caribiner
International, Inc. (the "Company"), Lighthouse,
Ltd., Mark P. Fitzgerald, Warren F. Moore II
and Richard C. Hunt (Schedules omitted --
the Company agrees to furnish a copy of any
schedule to the Commission upon request).
99.1 Press Release, dated June 6, 1996.
4
AGREEMENT OF PURCHASE
AND SALE OF ASSETS
By and Among
CARIBINER INTERNATIONAL, INC.,
LIGHTHOUSE, LTD.,
MARK P. FITZGERALD,
WARREN F. MOORE II
and
RICHARD C. HUNT
June 6, 1996
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TABLE OF CONTENTS
Page
1. Purchase and Sale of Assets. . . . . . . . . . . . . . . . 1
(b) Assumed Liabilities . . . . . . . . . . . . . . . . . 3
(c) Excluded Assets. . . . . . . . . . . . . . . . . . 4
(d) Transfer and Recording Fees and Taxes; Sales and Use
Taxes . . . . . . . . . . . . . . . . . . . . . . . 5
(e) Acquisition by Subsidiaries . . . . . . . . . . . . . 5
2. Purchase Price . . . . . . . . . . . . . . . . . . . . . . 5
(b) Allocation of Purchase Price . . . . . . . . . . . . 5
3. Closing. . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. Seller's and Shareholders' Obligations at Closing;
Further Assurances . . . . . . . . . . . . . . . . . . . 6
5. Purchaser's Obligations at Closing . . . . . . . . . . . . 7
6. Representations and Warranties of Seller and
Shareholders . . . . . . . . . . . . . . . . . . . . . . 9
(a) Organization, Standing and Qualification . . . . . . 9
(b) Subsidiaries . . . . . . . . . . . . . . . . . . . . 9
(c) Transactions with Certain Persons. . . . . . . . . 10
(d) Execution, Delivery and Performance of Agreement;
Authority . . . . . . . . . . . . . . . . . . . . 10
(e) Capitalization . . . . . . . . . . . . . . . . . . 11
(f) Ownership of Seller's Capital Stock . . . . . . . . 11
(g) Financial Statements. . . . . . . . . . . . . . . . 11
(h) Absence of Undisclosed Liabilities . . . . . . . . 12
(i) Taxes . . . . . . . . . . . . . . . . . . . . . . . 12
(j) Absence of Changes or Events . . . . . . . . . . . 13
(k) Litigation . . . . . . . . . . . . . . . . . . . . 15
(l) Compliance with Laws and Other Instruments . . . . 16
(m) Title to Properties . . . . . . . . . . . . . . . . 16
(n) Schedules . . . . . . . . . . . . . . . . . . . . . 16
(o) Patents, Trademarks, etc . . . . . . . . . . . . . 19
(p) No Guaranties . . . . . . . . . . . . . . . . . . . 19
(q) Receivables . . . . . . . . . . . . . . . . . . . . 19
(r) Absence of Certain Business Practices . . . . . . . 20
(s) Disclosure . . . . . . . . . . . . . . . . . . . . 20
(t) Labor Disputes. . . . . . . . . . . . . . . . . . . 20
(u) Customers and Accounts. . . . . . . . . . . . . . . 21
(v) Unbilled Costs and Advance Billings . . . . . . . . 21
(w) Business Commitments and Proposals . . . . . . . . 21
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7. Representations and Warranties by Purchaser . . . . . . 21
(a) Organization . . . . . . . . . . . . . . . . . . . 22
(b) Execution, Delivery and Performance of Agreement . 22
(c) Litigation . . . . . . . . . . . . . . . . . . . . 22
ii
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TABLE OF CONTENTS
(continued)
Page
8. Employment Matters; Employment Contracts . . . . . . . . 22
9. Real Estate Matters . . . . . . . . . . . . . . . . . . 24
10. Indemnification . . . . . . . . . . . . . . . . . . . . 25
11. Nature and Survival of Representations and Warranties;
Rules Regarding Indemnification and Other Actions . . . 28
12. Notices . . . . . . . . . . . . . . . . . . . . . . . . 29
13. Miscellaneous . . . . . . . . . . . . . . . . . . . . . 30
SCHEDULES
Schedule 1(a)(ii) - Bill of Sale
Schedule 1(a)(x) - Fixed Assets
Schedule 1(c) - Excluded Assets
Schedule 2(b) - Allocation of Purchase Price
Schedule 4(a)(vi) - Opinion of Seller's Counsel
Schedule 4(a)(vii) - Fitzgerald Non-Competition Undertaking
Schedule 4(a)(viii) - Moore Non-Competition Undertaking
Schedule 4(a)(ix) - Hunt Non-Competition Undertaking
Schedule 4(a)(x) - Lease Assignment
Schedule 4(a)(xi) - Personal Property Assignment
Schedule 4(a)(xiii) - MHB Lease
Schedule 5(a)(v) - Opinion of Purchaser's Counsel
Schedule 5(a)(vi) - Fitzgerald Employment Agreement
Schedule 5(a)(vii) - Moore Employment Agreement
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Schedule 5(a)(viii) - Hunt Employment Agreement
iv
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TABLE OF CONTENTS
(continued)
Schedule 6(a) - States where Seller is Qualified to do Business
Schedule 6(b) - Subsidiaries
Schedule 6(c) - Transactions with Certain Persons
Schedule 6(d) - Conflicts
Schedule 6(e) - Capitalization
Schedule 6(f) - Shareholders
Schedule 6(i) - Unpaid Taxes
Schedule 6(g) - Financial Statements
Schedule 6(j) - Changes or Events
Schedule 6(k) - Litigation
Schedule 6(l) - Compliance with Laws
Schedule 6(m) - Encumbered Assets
Schedule 6(n) - List of Property and Agreements
Schedule 6(o) - Patents, Trademarks, etc.
Schedule 6(p) - Guaranties
Schedule 6(r) - Certain Business Practices
Schedule 6(u) - Customers and Accounts
Schedule 6(v) - Unbilled Costs and Advance Billings
Schedule 6(w) - Commitments
Schedule 6(w)(i) - Proposals
Schedule 8(b) - Employee Plans
Schedule 8(f) - Retained Employees
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Schedule 9 - Real Estate Leases
vi
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AGREEMENT OF PURCHASE AND SALE OF ASSETS
AGREEMENT (this "Agreement"), dated June 6, 1996, by and
among CARIBINER INTERNATIONAL, INC., a Delaware corporation
having its principal office at 16 West 61st Street, New York, New
York 10023 ("Purchaser"), LIGHTHOUSE, LTD. (f/k/a Lighthouse
Productions, Inc.), an Illinois corporation having its principal
offices at 1900 Hicks Road, Rolling Meadows, Illinois 60008
("Seller"), MARK P. FITZGERALD, an individual having an address
at 27 W. 605 Washington, Winfield, Illinois 60190 ("Fitzgerald"),
WARREN F. MOORE II, an individual having an address at 33680 Lake
Shore Drive, Gages Lake, Illinois 60030-1745 ("Moore") and
RICHARD C. HUNT, an individual having an address at 810 Wild
Rose, Cary, Illinois 60013 ("Hunt", referred to with Fitzgerald
and Moore, collectively as the "Shareholders").
W I T N E S S E T H:
WHEREAS, Seller is engaged in the corporate communications,
marketing and communications consulting business providing its
clients with a variety of services in connection therewith; and
WHEREAS, Seller desires to sell to Purchaser, and Purchaser
desires to purchase from Seller, certain assets constituting
substantially all of Seller's business on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and in order to set forth the terms
and conditions of the purchase and sale of assets and the manner
of carrying the same into effect, the parties hereto hereby agree
as follows:
1. Purchase and Sale of Assets. (a) Except as set forth
on Schedule 1(c) hereof, subject to and upon the terms and
conditions set forth in this Agreement, Seller agrees to sell,
transfer, convey, assign and deliver to Purchaser (or a
designated subsidiary of Purchaser as contemplated by subsection
(e) hereof), and Purchaser agrees to purchase, at the Closing (as
defined in Section 3 hereof), substantially all of the business,
assets, properties, goodwill and rights of Seller as a going
concern, of every nature, kind and description, tangible and
intangible, wheresoever located and whether or not carried or
reflected on the books and records of Seller (hereinafter
sometimes collectively called "Seller's Assets"), including,
without limitation:
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(i) all of Seller's right, title and interest
in and to all of Seller's trade names and corporate
names and all variations thereof (including, without
limitation, "Lighthouse Productions"), and any and all
trademarks, trade secrets, service marks, service
names, patents, licenses, copyrights and logos;
(ii) the assets referred to in the form of Bill
of Sale as set forth in Schedule 1(a)(ii) hereto;
(iii) the assets reflected on the Balance Sheet
referred to in Section 6(g) hereof, with only such
disposition of such assets as shall have occurred in
the ordinary course of Seller's business between the
Balance Sheet Date (as defined in Section 6(g) hereof)
and the Closing and/or which are otherwise permitted by
or disclosed in this Agreement, including the Schedules
attached hereto;
(iv) all of Seller's machinery, equipment,
fixtures, leasehold improvements (to the extent owned
by Seller), furniture, audio-visual equipment, film and
slide library, office supplies, parts and other
tangible personal property in its existing condition
and location;
(v) all of Seller's right, title and interest
in and to all books and records and job related client
computer software and computer data files relating to
Seller's Assets or the business or operations of Seller
(other than Seller's personnel records but only to the
extent the transfer thereof to Purchaser would be
prohibited by applicable law);
(vi) all of Seller's right, title and interest
in and to Seller's customer lists;
(vii) all of Seller's work-in-process, projects
and sales orders existing as of the Effective Date (as
defined in Section 3 hereof) (herein together with
Seller's work-in-process, projects and sales orders
existing at any time during the period between the
Effective Date and the Closing Date, the "Projects")
with respect to Seller, whether memorialized in writing
or not, and contracts, whether written or oral, to be
performed by Seller;
(viii) all choses in action and causes of action,
claims and rights of recovery or setoff of every kind
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or character arising out of transactions or events
which affected Seller's Assets and occurred on or prior
to the Effective Date, regardless of the date on which
any such cause of action, claim or right may arise or
accrue;
(ix) accrued sales (in respect of outstanding
proposals or work-in-process), commitments, proposals,
contracts, understandings or commitments, whether oral
or written, to perform services, advanced billings and
unbilled costs (as set forth on Schedule 6(v) hereof),
existing as of the Effective Date;
(x) the fixed assets (the "Fixed Assets") listed
on Schedule 1(a)(x) hereto and as provided on the
Balance Sheet; and
(xi) cash, and cash equivalents (including
marketable securities) and accounts receivable of
Seller, existing as of the Effective Date, less cash
disbursed in the ordinary course of Seller's business
or as otherwise disclosed on Schedule 6(j).
(b) Assumed Liabilities.
(i) Seller's Assets shall be conveyed free and
clear of all liabilities, obligations, liens, claims
and encumbrances, excepting only those liabilities,
obligations, liens, claims and encumbrances which are
expressly to be assumed by Purchaser hereunder.
Purchaser (or, without limiting the obligations of
Purchaser hereunder, a designated subsidiary of
Purchaser as contemplated by subsection (e) hereof)
shall assume at the Closing, and thereafter timely pay,
perform or discharge, when due, the "Assumed
Liabilities," except to the extent that any of the
following have been paid or satisfied as of the Closing
Date. As used herein, the term "Assumed Liabilities"
shall mean the following liabilities only:
(A) Seller's obligations from and after the
Effective Date pursuant to:
(1) certain equipment leases listed in
the Personal Property Assignment (as defined in
Section 4(a) hereof)(or in an exhibit thereto);
and
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(2) the Leases (as defined in Section 9(a)
hereof) listed on Schedule 9;
(B) All of Seller's obligations relating to the
Projects;
(C) All liabilities of Seller shown on the
Balance Sheet; and
(D) Except in respect of the Projects, all
trade and account payables, accrued expenses and
payroll and payroll taxes of Seller, to the extent
not already satisfied, incurred by Seller in the
ordinary course of its business from and after May
1, 1996 through the Closing Date.
(ii) Purchaser (or a designated subsidiary of
Purchaser as contemplated by subsection (e) hereof)
shall not and does not assume any liabilities of
Seller, other than the Assumed Liabilities, and Seller
and the Shareholders shall be solely responsible,
without limitation, for the following except and to the
extent any of the following constitute Assumed
Liabilities:
(A) Legal, accounting, brokerage and finder's
fees and income, excise or real estate or other
transfer taxes or other expenses incurred by
Seller or the Shareholders in connection with this
Agreement or the consummation of the transactions
contemplated hereby;
(B) Except as may be otherwise provided on the
Balance Sheet or a Schedule hereto, and except
ordinary and customary expense reimbursements and
salary due the Shareholders in their capacities as
officers or employees of Seller, debts,
liabilities or obligations of any nature to any
past or present shareholder of Seller;
(C) Except as may be otherwise provided on the
Balance Sheet or a Schedule hereto or in Section
1(b)(i)(D) hereto, any domestic, federal, state or
local or foreign income, franchise, excise, use,
property, payroll or similar taxes (or penalties
and interest thereon) imposed on Seller; and
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(D) Except as Purchaser shall have otherwise
agreed herein, liabilities and obligations of
Seller, if any, accruing prior to, on or after the
Closing Date relating to Seller's employment of
any of Seller's employees, including, without
limitation, compensation, severance payments, if
any, contributions to employee benefit plans,
workers' compensation or other insurance claims.
(c) Excluded Assets. Seller's Assets do not include,
and specifically exclude, the items set forth on Schedule 1(c)
hereto (hereinafter referred to as the "Excluded Assets").
(d) Transfer and Recording Fees and Taxes; Sales and
Use Taxes. Seller agrees to pay, and be responsible for, and
hold Purchaser harmless from any and all real estate transfer and
documentary taxes, as well as interest and penalties accruing
thereon, if any, payable by Seller in connection with the
transactions contemplated by this Agreement. Purchaser agrees to
pay, and be responsible for, and hold Seller harmless from any
and all sales, use, and other personal property transfer taxes,
as well as interest and penalties accruing thereon, incurred by
it in connection with the purchase of Seller's Assets hereunder.
(e) Acquisition by Subsidiaries. Notwithstanding
anything to the contrary in this Agreement, Purchaser may cause
the Seller's Assets to be acquired by, and, without limiting the
obligations of Purchaser hereunder, the Assumed Liabilities to be
assumed by, one or more subsidiaries of Purchaser; provided,
however, that Purchaser shall remain liable for all obligations
of Purchaser hereunder.
2. Purchase Price. (a) In consideration of the sale,
transfer, conveyance, assignment and delivery of Seller's Assets
by Seller to Purchaser, and in reliance upon the representations
and warranties made herein by Seller and the Shareholders,
Purchaser agrees, in full payment therefor, to deliver to Seller
the following purchase price (the "Purchase Price") payable to
Seller by delivery of the following at the Closing or at such
other time as provided herein the sum of $1,500,000 by wire
transfer or certified or official bank check drawn on a bank
which is a member of the New York Clearing House Association
payable to the order of Seller.
(b) Allocation of Purchase Price. The Purchase Price
payable pursuant to Section 2(a) hereof shall be allocated as
provided on Schedule 2(b) hereof. The parties hereto agree to
use such allocation for purposes of filing Internal Revenue
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Service Form 8594 (Asset Acquisition Statement under Section
1060) pursuant to the provisions of the Internal Revenue Code of
1986, as amended.
3. Closing. The closing of the transactions contemplated
under this Agreement (the "Closing") shall take place
simultaneously with the mutual execution and delivery of this
Agreement at the offices of Zukerman Gore & Brandeis, LLP, 900
Third Avenue, New York, New York 10022. The day on which the
Closing actually takes place is herein sometimes referred to as
the "Closing Date." Notwithstanding anything to the contrary
contained in this Agreement, the transactions contemplated
pursuant to this Agreement shall be deemed to be effective as of
June 1, 1996 (the "Effective Date").
4. Seller's and Shareholders' Obligations at Closing;
Further Assurances. (a) At the Closing, Seller and the
Shareholders agree to deliver to Purchaser (and, as applicable,
execute):
(i) a Bill of Sale duly executed by Seller in
substantially the form of Schedule 1(a)(ii) hereto;
(ii) such other good and sufficient deeds, bills
of sale, endorsements, assignments, documents of title
and other instruments of conveyance, assignment and
transfer, in form and substance reasonably satisfactory
to Purchaser's counsel, as shall be effective to vest
in Purchaser good title to Seller's Assets;
(iii) all contracts, files and other data
(including, without limitation, lists of orders and
computer disks and tapes) and documents pertaining to
Seller's Assets;
(iv) a certified copy of resolutions adopted by
Seller's Board of Directors and Shareholders
authorizing the execution, delivery and performance of
this Agreement;
(v) a copy of Seller's certificate of
incorporation, as amended, certified by the Office of
the Secretary of State of the State of Illinois, and a
true and correct copy of the by-laws of Seller as
certified by the secretary of Seller;
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(vi) the opinion of the Seller's counsel,
substantially in the form of Schedule 4(a)(vi) annexed
hereto;
(vii) the Non-Competition Undertaking of
Fitzgerald (the "Fitzgerald Non-Competition
Undertaking"), in the form of Schedule 4(a)(vii)
annexed hereto;
(viii) the Non-Competition Undertaking of Moore
(the "Moore Non-Competition Undertaking"), in the form
of Schedule 4(a)(viii) annexed hereto;
(ix) the Non-Competition Undertaking of Hunt
(the "Hunt Non-Competition Undertaking"), in the form
of Schedule 4(a)(ix) annexed hereto;
(x) approvals in respect of and an assignment
and assumption agreement for the Leases (as defined in
Section 9(a) hereof) in substantially the form of
Schedule 4(a)(x) annexed hereto (the "Lease
Assignment");
(xi) an assignment and assumption agreement for
the equipment leases in substantially the form of
Schedule 4(a)(xi) annexed hereto (the "Personal
Property Assignment");
(xii) a copy of a proposed amendment to Seller's
articles of incorporation, duly executed by Seller,
changing its name to a name that does not include the
words "Lighthouse Productions" or any variant thereof,
which Seller agrees to duly file promptly following the
Closing;
(xiii) that certain Office Building Lease (the
"MHB Lease") between MHB Partners, Ltd., as Landlord,
and Caribiner, Inc., a wholly-owned subsidiary of
Purchaser ("Caribiner"), with respect to premises at
1900 Hicks Road, Rolling Meadows, Illinois, in the form
of Schedule 4(a)(xiii) annexed hereto; and
(xiv) all other documents and instruments
required to be delivered to Purchaser pursuant to the
provisions of this Agreement.
(b) At any time and from time to time after the
Closing, at Purchaser's request and expense, without further
consideration, Seller and Shareholders agree to cause Seller to
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execute and deliver such other additional instruments of sale,
transfer, conveyance, assignment and confirmation and take such
other action as Purchaser may reasonably deem necessary in order
to transfer, convey and assign to Purchaser Seller's Assets,
subject to this Agreement, to put Purchaser in control thereof
and to assist Purchaser in exercising all of Seller's rights with
respect thereto.
(c) Seller agrees that from and after the Closing
Purchaser shall have the right and authority to bill and collect
for its own account all billings in respect of Seller's work-in-
process and accounts receivable that are being transferred to
Purchaser as provided herein. Seller agrees that it will
promptly transfer and deliver to Purchaser any cash or other
property which Seller may receive in respect of such billings.
5. Purchaser's Obligations at Closing. (a) At the
Closing, Purchaser agrees to deliver to Seller (and, as
applicable, execute):
(i) the Purchase Price as provided in Section 2
hereof;
(ii) [Intentionally Omitted.]
(iii) a certified copy of resolutions adopted by
the Board of Directors of Purchaser authorizing the
execution, delivery and performance of this Agreement,
the Fitzgerald Non-Competition Undertaking, the Moore
Non-Competition Undertaking and the Hunt Non-
Competition Undertaking, and a Written Consent of the
Sole Director of Caribiner authorizing the execution,
delivery and performance of the Fitzgerald Agreement,
the Moore Agreement and the Hunt Agreement (each, as
defined below);
(iv) a copy of Purchaser's certificate of
incorporation, as amended, certified by the Office of
the Secretary of State of Delaware, and a true and
correct copy of the by-laws of Purchaser as certified
by the secretary of Purchaser;
(v) an opinion of Purchaser's counsel
substantially in the form of Schedule 5(a)(v) annexed
hereto;
(vi) the Employment Agreement between
Caribiner and Fitzgerald (the "Fitzgerald
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Agreement"), in the form of Schedule 5(a)(vi)
annexed hereto;
(vii) the Employment Agreement between
Caribiner and Moore (the "Moore Agreement"), in
the form of Schedule 5(a)(vii) annexed hereto;
(viii) the Employment Agreement between
Caribiner and Hunt (the "Hunt Agreement"), in the
form of Schedule 5(a)(viii) annexed hereto;
(ix) [Intentionally Omitted.];
(x) the Personal Property Assignment;
(xi) the Lease Assignment;
(xii) the Fitzgerald Non-Competition Undertaking,
the Moore Non-Competition Undertaking and the Hunt Non-
Competition Undertaking and the sums, documents and
certificates representing shares of Purchaser's common
stock to be paid or delivered thereunder;
(xiii) the MHB Lease and the documents, sums and
instruments required to be delivered by Purchaser
thereunder; and
(xiv) all other documents, sums and instruments
required to be delivered to Seller pursuant to the
provisions of this Agreement.
(b) At any time and from time to time after the
Closing, at Seller's request and expense, Purchaser shall execute
and deliver such other additional instruments as Seller or any of
the Shareholders may reasonably deem necessary to evidence
Purchaser's obligations under this Agreement, and Purchaser
agrees to take such actions as may be reasonably necessary to
carry out the purposes and intentions of this Agreement. For a
reasonable period of time following the Closing, Purchaser shall
provide Seller and the Shareholders with reasonable access to all
books and records of Seller that are delivered to Purchaser
hereunder relating to Seller's Assets and the period through the
Closing Date.
6. Representations and Warranties of Seller and
Shareholders. Seller and Shareholders jointly and severally
represent and warrant to Purchaser, as of the Effective Date and
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as of the Closing Date, except as otherwise provided in this
Agreement or on a Schedule hereto, as follows:
(a) Organization, Standing and Qualification. Seller
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Illinois; has all
requisite corporate power and authority and is entitled to carry
on its business as now being conducted and to own, lease or
operate its properties in the places where such business is now
conducted and such properties are now owned, leased or operated;
and is duly qualified, licensed and in good standing as a foreign
corporation authorized to do business in the states listed on
Schedule 6(a) annexed hereto, which are the only states where the
failure to be so qualified would have a material adverse effect
on the condition, financial or otherwise, of Seller. Seller has
delivered to Purchaser true and complete copies of the
certificate of incorporation of Seller and all amendments
thereto, certified as true and correct by the Office of the
Secretary of State of the State of Illinois, and the by-laws of
Seller as presently in effect, certified as true and correct by
Seller's secretary.
(b) Subsidiaries. Seller has no subsidiaries except
those listed on Schedule 6(b) hereto. Seller owns all of the
outstanding capital stock of all of the subsidiaries of Seller
listed on Schedule 6(b) hereto. Except as set forth on Schedule
6(b) hereto, Seller has no interest, directly or indirectly, and
has no commitment to purchase any interest, directly or
indirectly, in any other corporation or in any partnership, joint
venture or other business enterprise or entity other than as set
forth on Schedule 6(b). Except as set forth on Schedule 6(b),
the business carried on by Seller has not been conducted through
any other direct or indirect subsidiary or affiliate of any
present or former shareholder of Seller. Except as set forth on
Schedule 6(b) hereto, there are no securities of any subsidiary
of Seller directly or indirectly convertible, exercisable or
exchangeable for any of the capital stock of any subsidiary of
Seller, including but not limited to any options, warrants,
rights, agreements, understandings or commitments, vested or
unvested, of any nature whatsoever relating to the capital stock
of any subsidiary of Seller.
(c) Transactions with Certain Persons. Except as set
forth on Schedule 6(c) hereto, Seller has not directly or
indirectly, purchased, leased from others or otherwise acquired
any property or obtained any services from, or sold, leased to
others or otherwise disposed of any property or furnished any
services to, or otherwise dealt with (except with respect to
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remuneration for services rendered as a director, officer or
employee of Seller), in the ordinary course of business or
otherwise (i) any shareholder of Seller, or (ii) any person, firm
or corporation which, directly or indirectly, alone or together
with others, controls, is controlled by or is under common
control with Seller or any shareholder of Seller. Except as set
forth on Schedule 6(c) hereto, Seller does not owe any amount to,
or have any contract with or commitment to, any of its
shareholders, directors, officers, employees or consultants
(other than compensation for current services not yet due and
payable and reimbursement of expenses arising in the ordinary
course of business), and none of such persons owes any amount to
Seller. Except as set forth on Schedule 6(c) hereof, no part of
the property or assets of any of the Shareholders is used by
Seller.
(d) Execution, Delivery and Performance of Agreement;
Authority. Except as set forth on Schedule 6(d) hereto, neither
the execution, delivery nor performance of this Agreement and all
other agreements to which Seller or any of the Shareholders is a
party required to be delivered by Seller and the Shareholders, as
applicable, pursuant to Section 4(a) hereof (which documents are
hereinafter sometimes collectively referred to as "Seller's
Related Agreements") by Seller or any of the Shareholders, as the
case may be, will, with or without the giving of notice or the
passage of time, or both, conflict with, result in a default,
right to accelerate or loss of rights under, or result in the
creation of any lien, charge or encumbrance pursuant to any
provision of Seller's certificate of incorporation or by-laws or
any franchise, mortgage, deed of trust, lease, license,
agreement, law, rule or regulation or any order, judgment or
decree to which Seller or any of the Shareholders is a party or
by which any of them may be bound or materially or adversely
affected or require any consent, authorization, approval or any
other action by, or any notice to or filing or registration with,
any governmental authority or other third party. Except as set
forth on Schedule 6(d) hereto, no other party, including, without
limitation, any present or former partner, shareholder in common
with, or employee of any of the Shareholders has, may or will
have any right to any of the Shareholders' interest in Seller or
the proceeds of the sale of Seller's Assets. Seller and the
Shareholders each have the full power and authority to enter into
this Agreement and, as applicable, Seller's Related Agreements
and to carry out the transactions contemplated hereby, as
applicable, all proceedings required to be taken by them to
authorize and approve the execution, delivery and performance of
this Agreement and Seller's Related Agreements have been properly
taken, and this Agreement and Seller's Related Agreements
11
<PAGE>
constitute valid and binding obligations of Seller and each of
the Shareholders, enforceable in accordance with their terms,
except that such enforcement may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium and
similar law affecting creditors' rights generally. The
execution, delivery and performance of this Agreement and
Seller's Related Agreements have been duly authorized, to the
extent required by applicable law and by all requisite corporate
and shareholder action of Seller. Notwithstanding the foregoing
provisions of this Section 6(d) to the contrary, the Shareholders
do not make any representation or warranty as to the legal
capacity of the other Shareholders.
(e) Capitalization. All of the presently authorized,
issued and outstanding shares of capital stock of Seller are
owned by the Shareholders. Except as otherwise disclosed on
Schedule 6(e) hereof, there are no outstanding subscriptions,
rights, options, warrants, calls, contracts, demands,
commitments, convertible securities or other agreements or
arrangements of any character or nature whatsoever under which
Seller or Shareholders are or may become obligated to issue,
assign or transfer any shares of the capital stock of Seller.
(f) Ownership of Seller's Capital Stock. The
Shareholders are the lawful record and beneficial owners of the
number of shares of Seller's capital stock set opposite their
name on Schedule 6(f) annexed hereto, free and clear of any
liens, claims, encumbrances or restrictions of any kind, except
as set forth on Schedule 6(f) hereof, and all of such shares are
validly issued and outstanding, fully paid and nonassessable.
(g) Financial Statements. Seller has delivered to
Purchaser copies (initialled by Seller's secretary and identified
with a reference to this Section of this Agreement) of the
following financial statements (hereinafter collectively called
the "Financial Statements"), copies of which are attached as
Schedule 6(g) hereof, all of which are true, accurate and
correct, and have been prepared in good faith from the books and
records of Seller in conformity with generally accepted
accounting principles consistently applied and fairly present the
financial position of Seller at such dates:
(i) Reviewed Balance Sheet, and related statements
of income and retained earnings and cash flows
(including the notes thereto) of Seller prepared by
Lipschultz, Levin & Gray as at December 31, 1994 and
December 31, 1995 and for the periods then ended; and
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(ii) Balance Sheet and related income statement of
Seller prepared by Seller as at April 30, 1996 and for
the period then ended. (The Balance Sheet and related
income statement for the period ended April 30, 1996 is
hereinafter referred to as the "Balance Sheet" and the
date April 30, 1996 is hereinafter referred to as the
"Balance Sheet Date").
Such Financial Statements do not contain any items of
special or nonrecurring income or any other income not earned in
the ordinary course of business except as expressly specified
therein.
(h) Absence of Undisclosed Liabilities. As of the
Balance Sheet Date, except as reflected or reserved against on
the Balance Sheet, Seller had no debts, liabilities or
obligations (whether absolute, accrued, contingent or otherwise)
of any nature whatsoever.
(i) Taxes. Except as set forth on Schedule 6(i)
hereto, all taxes, including, without limitation, income,
property, sales, use, franchise, value added, employees' income,
withholding and social security taxes, imposed by the United
States or by any foreign country or by any state, municipality,
subdivision or instrumentality of the United States or of any
foreign country, or by any other taxing authority, which are due
or payable by Seller, and all interest and penalties thereon,
whether disputed or not, have been paid in full, except such
taxes for the current reporting period which will be paid when
due; all tax returns required to be filed in connection therewith
have been accurately prepared and duly and timely filed prior to
the expiration of any available extension periods, and all
deposits required by law to be made by Seller with respect to
employees' withholding taxes have been duly made, except for the
current reporting period which will be paid when due. Seller is
not currently delinquent in the payment of any foreign or
domestic tax, assessment or governmental charge or deposit and
has no tax deficiency or claim outstanding, or, to its knowledge,
proposed or assessed against it, and there is no basis for any
such deficiency or claim. There is not now in force any
extension of time with respect to the date on which any tax
return was or is due to be filed by or with respect to Seller
other than the federal and state corporate income and franchise
tax returns for the period ending December 31, 1995, or any
waiver or agreement by it for the extension of time for the
assessment of any tax.
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<PAGE>
(j) Absence of Changes or Events. Except as set forth
on Schedule 6(j) annexed hereto, since the Balance Sheet Date,
Seller has conducted its business only in the ordinary course and
has not:
(i) incurred any obligation or liability,
absolute, accrued, contingent or otherwise,
whether due or to become due, except current
liabilities for trade or business obligations
in the ordinary course of business and
consistent with its prior practice, none of
which liabilities, in any case or in the
aggregate, materially and adversely affects
the business, properties, assets, liabilities
or condition, financial or otherwise, of
Seller;
(ii) discharged or satisfied any lien,
charge or encumbrance other than those then
required to be discharged or satisfied, or
paid any obligation or liability, absolute,
accrued, contingent or otherwise, whether due
or to become due, other than current
liabilities shown on the Balance Sheet and
current liabilities incurred since the
Balance Sheet Date in the ordinary course of
business and consistent with its prior
practice;
(iii) declared or made any payment of
dividends or other distribution to its
shareholders or upon or in respect of any
shares of its capital stock, or purchased,
retired or redeemed, or obligated itself to
purchase, retire or redeem, any of its shares
of capital stock or other securities;
(iv) mortgaged, pledged or subjected to
lien, charge, security interest or any other
encumbrance or restriction any of its
property, business or assets, tangible or
intangible;
(v) sold, transferred, leased to others
or otherwise disposed of any of its assets
except in the ordinary course of business, or
cancelled or compromised any debt or claim,
or waived or released any right of
substantial value;
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<PAGE>
(vi) received any notice of termination of
any contract, lease or other agreement or
suffered any damage, destruction or loss
(whether or not covered by insurance) which,
in any case or in the aggregate, has had a
materially adverse effect on the Seller's
Assets, or the properties, operation or
prospects of Seller;
(vii) encountered any labor union
organizing activity, had any actual or
threatened employee strikes, work stoppages,
slow-downs or lock-outs or had any material
change in its relations with its employees,
agents, customers or suppliers;
(viii) transferred or granted any rights
under, or entered into any settlement
regarding the breach or infringement of, any
United States or foreign license, patent,
copyright, trademark, trade name, invention
or similar rights, or modified any existing
rights with respect thereto;
(ix) made any material change in the rate
of compensation, commission, bonus or other
direct or indirect remuneration payable, or
paid or agreed or orally promised to pay
conditionally or otherwise, any material
bonus, extra compensation, pension or
severance or vacation pay, to any
shareholder, director, officer, employee,
salesman, distributor or agent of Seller;
(x) issued or sold any shares of its
capital stock or other securities, or issued,
granted or sold any options, rights or
warrants with respect thereto, or acquired
any capital stock or other securities of any
corporation or any interest in any business
enterprise, or otherwise made any loan or
advance to or investment in any person, firm
or corporation;
(xi) made any capital expenditures or
capital additions or betterments in excess of
an aggregate of $10,000;
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<PAGE>
(xii) changed its banking or safe deposit
arrangements;
(xiii) instituted, settled or agreed to
settle any litigation, action or proceeding
before any court or governmental body
relating to Seller or its property;
(xiv) failed to replenish its supplies in a
normal and customary manner consistent with
its prior practice and prudent business
practices prevailing in the industry, or made
any purchase commitment in excess of the
normal, ordinary and usual requirements of
its business or at any price in excess of the
then current market price or upon terms and
conditions more onerous than those usual and
customary in the industry, or made any
material change in its selling, pricing,
advertising or personnel practices
inconsistent with its prior practice or, if
so, consistent with prudent business
practices prevailing in the industry and with
respect to any of the foregoing which,
individually, or in the aggregate, have had
or could have a materially adverse effect on
Seller's Assets, or its operations or
business;
(xv) suffered any change, event or
condition which, in any case or in the
aggregate, has had or may have a materially
adverse affect on Seller's condition
(financial or otherwise), properties, assets,
liabilities or operations including, without
limitation, any materially adverse change in
Seller's revenues, costs, levels of committed
business or relations with its employees,
agents, customers or suppliers; or
(xvi) entered into any agreement or made
any commitment, whether written or oral, to
take any of the types of action described in
subparagraphs (i) through (xv) above.
(k) Litigation. Except as set forth on Schedule 6(k)
hereto, there is no claim, legal action, suit, arbitration or
other legal or administrative proceeding (or to Seller's best
16
<PAGE>
knowledge, governmental investigation) or any order, decree or
judgment in progress, pending or in effect, or to the knowledge
of Seller threatened against or relating to Seller, its officers
or directors (including, without limitation, the Shareholders),
its properties, assets or business in connection with the
transactions contemplated by this Agreement, and neither Seller
nor any of the Shareholders knows or has reason to be aware of
any basis for the same. Neither Seller nor the Shareholders make
any representation or warranty with respect to any proceeding
which has been filed but not served upon any such party provided
that such party is unaware of any such proceeding or any threat
to commence any such proceeding.
(l) Compliance with Laws and Other Instruments.
Except as set forth in Schedule 6(l) hereto, Seller has complied
in all material respects with all existing laws, rules,
regulations, ordinances, orders, judgments and decrees now or
hereafter applicable to its business, properties or operations as
presently conducted which, if not complied with, would result in
a materially adverse effect on Seller or Seller's Assets, its
business or its properties. Neither the ownership nor use of
Seller's Assets nor the conduct of its business materially
conflicts with the rights of any other person, firm or
corporation, or violates, or with or without the giving of notice
or the passage of time, or both, will violate, conflict with or
result in a default, right to accelerate or loss of rights under,
any terms or provisions of its certificate of incorporation or
by-laws as presently in effect, or any lien, encumbrance,
mortgage, deed of trust, lease, license, agreement,
understanding, law, ordinance, rule or regulation, or any order,
judgment or decree to which it is a party or by which it may be
bound or affected.
(m) Title to Properties. Seller has good title to all
of Seller's Assets. Except as set forth on Schedule 6(m) hereto,
none of Seller's Assets are subject to any mortgage, pledge,
lien, charge, security interest, encumbrance, restriction, lease,
license, easement, liability or adverse claim of any nature
whatsoever (excluding trade and account payables), direct or
indirect, whether accrued, absolute, contingent or otherwise.
Neither Seller nor any of the Shareholders has sold, transferred,
assigned or otherwise conveyed any right, title or interest in or
to any of Seller's customer lists or any rights thereto.
(n) Schedules. Attached hereto as Schedule 6(n) is a
separate schedule, except as otherwise indicated, as of the
Closing Date, containing an accurate and complete list and
description of:
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(i) All real property in which Seller has
an ownership, leasehold or other interest or
which is used by Seller in connection with
the operation of its business.
(ii) As of a date no earlier than the
Balance Sheet Date, Seller's accounts and
trade receivables together with detailed
information as to each such listed receivable
which has been outstanding for more than 60
days.
(iii) All machinery, tools, equipment,
motor vehicles and other tangible personal
property (other than supplies), owned, leased
or used by Seller except for items having,
individually, a value of less than $1,000
which do not, in the aggregate, have a total
value of more than $10,000.
(iv) All patents, patent applications,
patent licenses, trademarks, trademark
registrations, and applications therefor,
service marks, service names, trade names,
copyrights and copyright registrations, and
applications therefor, wholly or partially
owned or held by Seller or used in the
operation of Seller's business.
(v) All fire, theft, casualty, liability
and other insurance policies procured by
Seller, specifying with respect to each such
policy the name of the insurer, the risk
insured against, the limits of coverage, the
deductible amount (if any), the premium rate
and the date through which coverage will
continue by virtue of premium already paid.
(vi) All material written agreements
providing for the services of an independent
contractor to which Seller is a party or by
which it is bound.
(vii) All contracts, agreements,
commitments or licenses relating to patents,
trademarks, trade names, copyrights,
inventions, processes, know how, formulae or
trade secrets to which Seller is a party or
by which it is bound.
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<PAGE>
(viii) All loan agreements, indentures,
mortgages, pledges, conditional sale or title
retention agreements, security agreements,
equipment obligations, guaranties, leases or
lease purchase agreements to which Seller is
a party or by which it is bound.
(ix) All contracts, agreements and
commitments, whether or not fully performed,
in respect of the issuance, sale or transfer
of the capital stock, bonds or other
securities of Seller or pursuant to which
Seller has acquired any substantial portion
of its business or Seller's Assets.
(x) All contracts, agreements,
commitments or other understandings or
arrangements to which Seller is a party but
excluding (A) purchase and sales orders and
commitments made in the ordinary course of
business, (B) contracts entered into in the
ordinary course of business, (C) contracts
not entered into in the ordinary course of
business which are terminable by Seller on
less than 90 days' notice without any penalty
or consideration and (D) any such agreement
not being assumed by Purchaser hereunder.
(xi) All collective bargaining agreements,
employment and consulting agreements,
executive compensation plans, bonus plans,
deferred compensation agreements, employee
pension plans or retirement plans, employee
stock options or stock purchase plans and
group life, health and accident insurance and
other employee benefit plans, agreements,
arrangements or commitments, whether or not
legally binding, including, without
limitation, holiday, vacation, Christmas and
other bonus practices, to which Seller is a
party or is bound which relate to the
operation of Seller's business.
(xii) The names and current annual salary
rates of all persons who are currently
employed by Seller showing separately for
each such person the amount paid or payable
as salary, bonus payments and any indirect
compensation for the year ended December 31,
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1995 as well as each of such person's current
compensation.
(xiii) The names of all of Seller's
directors and officers; the name of each bank
in which Seller has an account or safe
deposit box and the names of all persons
authorized to draw thereon or have access
thereto.
All of the contracts, agreements, leases, licenses and
commitments required to be listed on Schedule 6(n) (other than
those which have been fully performed) are, to the best knowledge
of Seller and Shareholders, valid and binding, enforceable in
accordance with their respective terms, in full force and effect
and, except as otherwise specified on Schedule 6(n), validly
assignable to Purchaser without the consent of any other party so
that, after the assignment thereof to Purchaser pursuant hereto,
Purchaser will be entitled to the full benefits thereof except
that such enforcement may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium and
similar law affecting creditors' rights generally. Except as
disclosed on Schedule 6(n), there is not, to the best knowledge
of Seller and Shareholders, under any such contract, agreement,
lease, license or commitment any existing default, or event
which, after notice or lapse of time, or both, would constitute a
default or result in a right to accelerate or loss of rights.
None of Seller's existing or completed contracts is subject to
renegotiation with any governmental body. True and complete
copies of all such written contracts, agreements, leases,
licenses and other documents listed on Schedule 6(n) (together
with any and all amendments thereto) have been delivered to
Purchaser and a summary of any oral contracts or agreements
required to be listed on Schedule 6(n) has been described
thereon.
(o) Patents, Trademarks, etc. Seller owns or has
rights to the licenses or other rights to use all copyrights,
trademarks, service marks, service names, trade names, patents,
trade secrets and other proprietary rights set forth on Schedule
6(o) hereto used in the business of Seller. Seller knows of no
infringement upon, and is not, to its best knowledge, infringing
upon or otherwise acting in a manner materially adversely to, any
copyrights, trademarks, trademark rights, service marks, service
names, trade names, patents, patent rights, licenses, trade
secrets or other proprietary rights owned by any other person or
persons, and, to Seller's and the Shareholders' knowledge, there
20
<PAGE>
is no claim or action by any such person pending or threatened
with respect thereto.
(p) No Guaranties. Except as set forth on Schedule
6(p) hereto, none of the obligations or liabilities of Seller is
guaranteed by any other person, firm or corporation, nor has
Seller guaranteed the obligations or liabilities of any other
person, firm or corporation.
(q) Receivables. Subject to Section 10 hereof, all
accounts and trade receivables of Seller which are reflected on
the Balance Sheet, and all such receivables which have arisen
since the date thereof, have arisen only from bona fide
transactions in the ordinary course of Seller's business and
shall be (or have been) fully collected when due, or in the case
of each account receivable within 90 days after it arose, without
resort to litigation and without offset or counterclaim, in the
aggregate face amounts thereof. In the event that Purchaser
elects to discount or waive the collection of an otherwise fully
collectible receivable transferred to Purchaser as part of
Seller's Assets for business relationship or other reasons, the
amount of any such discount or waived amount shall not (if
otherwise fully collectible) be an indemnifiable amount pursuant
to this Agreement.
(r) Absence of Certain Business Practices. Except as
set forth on Schedule 6(r), none of the Shareholders nor, to the
knowledge of Seller or any of the Shareholders, any officer,
employee or agent of Seller, nor any other person acting on its
behalf, has, directly or indirectly, given or agreed to give any
gift or similar benefit, of a material nature to any customer,
supplier, governmental employee or other person who is or may be
in a position to help or hinder the business of Seller (or assist
Seller in connection with any actual or proposed transaction)
which (A) might subject Seller to any damage or penalty in any
civil, criminal or governmental litigation or proceeding, (B) if
not given in the past, might have had an adverse effect on the
assets, business or operations of Seller as reflected on the
Financial Statements or (C) if not continued in the future, might
adversely affect Seller's Assets, business, operations or
prospects or which might subject Seller to suit or penalty in any
private or governmental litigation or proceeding.
(s) Disclosure. No representation or warranty by
Seller or Shareholders contained in this Agreement or in any
other document furnished or to be furnished by Seller or
Shareholders in connection herewith or pursuant hereto contains
or will contain any untrue statement of a material fact, or omits
21
<PAGE>
or will omit to state any material fact required to make the
statements herein or therein contained not misleading in any
material respect. The representations and warranties contained
in this Section 6 shall not be affected or deemed waived by
reason of the fact that Purchaser and/or its representatives knew
or should have known that any such representation or warranty is
or might be inaccurate in any respect. Each Schedule of this
Agreement shall be deemed to include and incorporate by reference
any disclosure contained in any other Schedule attached to this
Agreement.
(t) Labor Disputes. With respect to the business of
Seller (i) no work stoppage by employees of Seller has occurred
and is continuing or is threatened, (ii) Seller has no actual
knowledge of any pending or threatened charges against Seller of
unfair labor practices or discrimination based on age, race or
sex, which individually or in the aggregate, would be materially
adverse to the business of Seller, (iii) there are no pending
labor negotiations with or union organization efforts by any
employees of Seller or with any union representing or attempting
to represent any employees of Seller and (iv) Seller has no
actual knowledge of employee grievances which in the aggregate
would be material and adverse to the business of Seller that have
not been settled or otherwise resolved to the satisfaction of
Seller and the employees.
(u) Customers and Accounts. Except as set forth on
Schedule 6(u) hereof, neither Seller nor any of the Shareholders
has any knowledge or information that any person or entity whose
payments to Seller, whether alone or together with any party
actually known by Seller to be such person's affiliate, accounted
for 5% or more of Seller's gross revenues in either of its fiscal
years ending in 1994 or 1995 or in the three (3) month period
ending March 31, 1996 will cease or has ceased doing business
with Seller or Purchaser as its successor, for any reason, or
will or has reduced its payments to Seller by more than twenty
(20%) percent for any reason. Schedule 6(u) hereof correctly
lists the twenty (20) largest clients of Seller during each of
the fiscal years ended in 1994 and 1995 and the three (3) month
period ending March 31, 1996, together with the approximate
amount of billings made by Seller to each such account during
each such year or period. Schedule 6(u) also lists the twenty
(20) largest vendors to Seller in terms of cash payments made
during the 1994 and 1995 calendar years and the three (3) month
period ending March 31, 1996.
(v) Unbilled Costs and Advance Billings. All costs
incurred on jobs in process, whether reflected as unbilled costs
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or a reduction of advance billings to clients, reflected on
Seller's books of account as of April 30, 1996 (a true and
correct schedule of which is listed on Schedule 6(v) hereof) were
calculated in accordance with generally accepted accounting
principles and the percentage of completion method of accounting,
applied on a basis consistent with the principles used in
preparing the Financial Statements and are realizable in the
ordinary course of business and were incurred in accordance with
applicable budgets in respect thereof.
(w) Business Commitments and Proposals. Schedule 6(w)
attached hereto lists, as of April 30, 1996, the written or oral
contracts, anticipated revenues and costs for each written or
oral contract and scheduled completion dates with respect to each
job that is yet to be completed. Schedule 6(w) also includes a
true and correct copy of documents or summary descriptions
thereof evidencing the fifteen (15) largest written or oral
contracts. No default exists with respect to or on the part of
Seller under any written or oral contract so listed on Schedule
6(w). Schedule 6(w)(i) annexed hereto lists all outstanding
proposals for jobs prepared by Seller, or on Seller's behalf, and
forwarded to prospective customers or clients.
7. Representations and Warranties by Purchaser. Purchaser
represents and warrants to Seller and Shareholders, as of the
date hereof and as of the Closing Date, as follows:
(a) Organization. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware and has full corporate power and
authority to enter into this Agreement and all other agreements
to which Purchaser is a party required to be delivered by
Purchaser pursuant to Section 5(a) hereof (which documents are
hereinafter sometimes collectively referred to as "Purchaser's
Related Agreements") and to carry out the transactions
contemplated by this Agreement. Purchaser has delivered to
Seller copies of Purchaser's certificate of incorporation, and
all amendments thereto, and the by-laws of Purchaser as presently
in effect, each certified as true and correct by Purchaser's
secretary.
(b) Execution, Delivery and Performance of Agreement.
Neither the execution, delivery nor performance of this Agreement
and Purchaser's Related Agreements by Purchaser will, with or
without the giving of notice or the passage of time, or both,
conflict with, result in a default, right to accelerate or loss
of rights under, or result in the creation of any lien, charge or
encumbrance pursuant to any provision of Purchaser's certificate
23
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of incorporation or by-laws or any franchise, mortgage, deed of
trust, lease, license, agreement, understanding, law, ordinance,
rule or regulation or any order, judgment or decree to which
Purchaser is a party or by which it may be bound or affected.
Purchaser has the full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby,
all proceedings required to be taken by Purchaser to authorize
the execution, delivery and performance of this Agreement have
been properly taken, and this Agreement constitutes the valid and
binding obligation of Purchaser, enforceable in accordance with
its terms, except that such enforcement may be subject to the
effect of any applicable bankruptcy, insolvency, reorganization,
moratorium and similar law affecting creditors' rights generally.
(c) Litigation. There is no claim, legal action,
suit, arbitration, governmental investigation or other legal or
administrative proceeding, nor any order, decree or judgment in
progress, pending or in effect or, to Purchaser's knowledge,
threatened against or relating to Purchaser in connection with or
relating to the transactions contemplated by this Agreement and
the Purchaser's Related Agreements referred to herein, and
Purchaser does not know or have any reason to be aware of any
basis for the same.
8. Employment Matters; Employment Contracts. (a) Seller
shall be responsible for, and shall discharge, all obligations
with respect to currently existing salary, wages, bonuses,
commissions and other compensation, group insurance claims,
medical benefits reimbursable by Seller under existing medical
reimbursement policies, severance and all other benefits accrued
through the Effective Date to all employees of Seller and any
such costs arising after the Effective Date under the terms of
any of the foregoing attributable to employment prior to the
Effective Date.
(b) Schedule 8(b) annexed hereto contains true and
correct copies of all employee retirement plans, welfare plans
and all employee benefits covering Seller's employees (and any
summary plan descriptions in effect for such plans and benefits).
Except as set forth on Schedule 8(b) hereto, all requirements of
applicable law, including, without limitation, the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and
the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA"), have been fulfilled with regard to said plans
and the administration thereof and will be fulfilled with regard
to the termination of any of said plans.
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<PAGE>
(c) The execution and performance of this Agreement
will not constitute a stated triggering event under any plan or
arrangement which will result in payment (whether of deferred
compensation, or otherwise) becoming due to any employee or
former employee of the Seller.
(d) There exist no obligations or liabilities,
including claims incurred (as defined herein) but not reported
under any uninsured plan providing medical benefits, arising out
of or in connection with any employee benefit plan or
arrangement, except to the extent funded or accrued as a
liability. For purposes of the preceding sentence, a medical
claim shall be deemed to be incurred on the date of occurrence of
an injury, the diagnosis of an illness, or any other event giving
rise to such claim or series of related claims. No plan provides
health, medical, death or survivor benefits to any former
employee of Seller or beneficiary thereof, except to the extent
required under any state insurance law providing for a conversion
option, COBRA or other COBRA type rights under a group insurance
policy or under Section 601 of ERISA. There are no multi-
employer plans covering any employee of Seller nor has Seller
ever maintained a multi-employer plan.
(e) There has not been any (i) termination of any
"defined benefit plan" within the meaning of ERISA maintained by
Seller or any person, firm, or corporation (each being referred
to herein as an "Affiliate") which is under "common control"
(within the meaning of Paragraph 4001(b) of ERISA) with Seller
except to the extent that such "defined benefit plan" was fully
funded on the date of termination sufficient to pay all plan
liabilities and no liability in respect thereof exists (or shall
exist) to the Pension Benefit Guaranty Corporation, (ii)
commencement of any proceeding to terminate any such plan
pursuant to ERISA, or otherwise or (iii) written notice given to
Seller or any Affiliate of the intention to commence or seek the
commencement of any such proceeding.
(f) Except as otherwise provided below, Purchaser
shall have the right, but not the obligation, from and after the
date hereof, to offer employment on terms and conditions
acceptable to Purchaser to personnel employed by Seller
immediately prior to Closing, provided that Purchaser hereby
advises Seller that all such employees other than Fitzgerald,
Moore and Hunt shall, except as Purchaser or any such employee
may otherwise agree, be offered employment on an "at will" basis
for no specific period of time and Purchaser further advises
Seller that it shall be under no obligation imposed by Seller to
employ any such persons, continue such employment or to provide
any severance or other payment to any of such employees upon
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<PAGE>
termination of the employment of any of such employees. Except
to the extent of any breach of a representation or warranty by
Seller or the Shareholders hereunder, neither Seller nor the
Shareholders shall have any liability for any employment by
Purchaser of any of Seller's employees from and after the
Effective Date. Purchaser shall offer employment on an at will
basis to those employees of Seller as set forth on Schedule 8(f)
hereto on such terms and conditions, as Purchaser shall elect.
Seller shall provide written notice to each of its employees who
shall not be offered employment by Purchaser on or promptly
following Closing that his or her employment is being terminated
by Seller immediately prior to Closing and Seller shall solely be
responsible for any and all severance and other obligations due,
if any, or desired by Seller to be paid to any such terminated
employees except those severance payments listed on Schedule 6(j)
which may be paid out of Seller's cash prior to or simultaneously
with the Closing.
(g) Nothing in this Agreement, whether express or
implied, is intended to confer upon any employee or his legal
representative any rights or remedies of any nature or kind
whatsoever under or by reason of this Agreement including,
without limitation, any rights of employment.
(h) At the Closing, Purchaser and Fitzgerald,
Purchaser and Moore, and Purchaser and Hunt shall execute and
deliver their respective Employment Agreements (collectively, the
"Employment Agreements").
9. Real Estate Matters. (a) The real estate leases (the
"Leases") set forth on Schedule 9 annexed hereto constitute the
sole real estate leases pursuant to which the Seller occupies or
uses real property in connection with its business, and the
Leases are in full force and effect and have not been modified or
amended (except as set forth on such Schedule 9), (b) to the
knowledge of Seller and the Shareholders, no proceeding is
pending or threatened for the taking or condemnation of any
portion of any property leased pursuant to the Leases, (c) none
of the Leases have been pledged, mortgaged or assigned by Seller,
(d) neither the Seller nor the landlord under any of the Leases
is (or, upon the consummation of the transactions contemplated
hereby, will be) in default under the terms and conditions of any
of the Leases nor, to the knowledge of Seller and the
Shareholders, has there occurred any event which, with the giving
of notice or the passage of time, or both, would constitute an
event of default under any Lease, and (e) except as set forth on
Schedule 9 annexed hereto, no consent is required by any
landlord, lessor, ground lessor, mortgagee, or other party
26
<PAGE>
holding any interest in connection with or in respect of any of
the Leases, by virtue of the transactions contemplated hereby.
10. Indemnification. (a) Seller and Shareholders, jointly
and severally, hereby indemnify, defend and hold Purchaser
harmless from, against and in respect of (and shall, subject to
the other provisions of this Agreement, on demand reimburse
Purchaser for):
(i) any and all actual loss, liability or
damage suffered or incurred by Purchaser by
reason of any untrue representation, breach
of warranty or nonfulfillment of any covenant
by Seller or the Shareholders contained
herein or in any certificate, document or
instrument delivered by the Seller or the
Shareholders to Purchaser hereunder (except
the Employment Agreements and the Non-
Competition Undertakings, which shall be
governed solely by the terms thereof);
(ii) any and all actual loss, liability or
damage suffered or incurred by Purchaser in
respect of or in connection with any
liabilities of Seller or any of the
Shareholders, except for the Assumed
Liabilities (including, bulk sales, taxes and
liabilities relating to the Excluded Assets);
(iii) except as otherwise provided herein
and except for the Assumed Liabilities, any
and all debts, liabilities or obligations
(including, bulk sales, taxes and liabilities
relating to excluded assets) of Seller or the
Shareholders, direct or indirect, fixed,
contingent or otherwise, arising out of any
act, transaction, circumstance or state of
facts which occurred or existed on or before
the Effective Date, whether or not then
known, due or payable;
(iv) any and all actions, suits,
proceedings, claims, demands, assessments,
judgments, costs and expenses, including,
without limitation, reasonable legal fees and
expenses, incident to (i), (ii) or (iii)
above or (v) below or incurred in
investigating or attempting to avoid the same
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<PAGE>
or to oppose the imposition thereof, or in
enforcing this indemnity; and
(v) any and all loss, liability or damage
suffered or incurred by Purchaser by reason
of or in connection with any claim for
finder's fee or brokerage or other commission
arising by reason of any services alleged to
have been rendered to or at the instance of
Seller or any of the Shareholders with
respect to this Agreement or any of the
transactions contemplated hereby.
(b) Purchaser shall indemnify, defend and hold Seller
and the Shareholders harmless from, against and in respect of
(and shall, subject to the other provisions of this Agreement, on
demand reimburse them for):
(i) any and all actual loss, liability or
damage suffered or incurred by Seller or any
Shareholder by reason of or resulting from
any untrue representation, breach of warranty
or non-fulfillment of any covenant or
agreement by Purchaser contained herein or in
any certificate, document or instrument
delivered to Seller or the Shareholders
hereunder (except under the Employment
Agreements);
(ii) any and all actual loss, liability or
damage suffered or incurred by Seller or any
Shareholder in respect of or in connection with
Purchaser's failure to timely pay any of the
Assumed Liabilities including, without limitation,
obligations arising from and after the Effective
Date under those certain equipment leases listed
in the Personal Property Assignment;
(iii) any and all actions, suits,
proceedings, claims, demands, assessments,
judgments, costs and expenses, including,
without limitation, reasonable legal fees and
expenses, incident to (i) or (ii) above or
(iv) below or incurred in investigating or
attempting to avoid the same or to oppose the
imposition thereof, or in enforcing this
indemnity; and
(iv) any and all actual loss, liability or
damage suffered or incurred by Seller or
28
<PAGE>
Shareholders by reason of or in connection
with any claim for finder's fee or brokerage
or other commission arising by reason of any
services alleged to have been rendered to or
at the instance of Purchaser with respect to
this Agreement or any of the transactions
contemplated hereby.
(c) Seller and the Shareholders, on the one hand,
and the Purchaser, on the other hand, shall not be required to
indemnify the other under this Section 10 or be liable under
Section 11 hereof unless the aggregate amounts for which
indemnity would otherwise be due thereunder exceeds $50,000 (the
"Indemnification Basket"), in which case Seller and the
Shareholders, on the one hand, or the Purchaser, on the other
hand, shall, as the case may be, be responsible for all such
indemnifiable amounts in excess of the Indemnification Basket due
pursuant to this Section 10. Notwithstanding the foregoing to
the contrary, (i) the Indemnification Basket shall not apply to a
breach of a representation or warranty contained in Section 6(i)
(taxes) hereof and, in such event, Seller and the Shareholders
shall indemnify Purchaser therefor from the first dollar and,
similarly, if Purchaser fails to pay any of the Assumed
Liabilities, Purchaser shall be responsible therefor from the
first dollar; and (ii) any amounts due Purchaser in respect of
any misrepresentation or breach of warranty by Seller and the
Shareholders in Section 6(q) hereof shall be paid to Purchaser
only in respect of indemnifiable amounts in excess of $38,000
(which sum is in addition to $12,000 reserved against on the
Balance Sheet in respect of uncollectible receivables); provided,
however, that the Indemnification Basket may also be utilized for
indemnifiable amounts due Purchaser in respect of
misrepresentations or breaches of warranty in Section 6(q) hereof
in excess of such sums (i.e., $38,000 plus $12,000).
(d) Any indemnifiable liability or reimbursement under
this Section 10 shall be limited to the amount of actual damages
(of any nature) subject to indemnification actually sustained by
a party hereto, net of any applicable insurance payments actually
received, other reimbursement or tax benefit actually realized by
such party. Notwithstanding anything to the contrary contained
herein, the aggregate amount for which indemnity is required to
be made by Seller and the Shareholders pursuant to this Section
10 shall not exceed $6,250,000.
(e) If a claim by a third party is made against a
party hereto (an "Indemnified Party"), and if an Indemnified
Party intends to seek indemnity with respect thereto under this
Section 10, the Indemnified Party shall promptly notify the party
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<PAGE>
required to indemnify the Indemnified Party pursuant to this
Section 10 (an "Indemnifying Party") of such claim (the
"Indemnity Notice"); provided, however, that failure by an
Indemnified Party to notify an Indemnifying Party of such claim
shall not effect the Indemnified Party's right to seek
indemnification so long as the Indemnifying Party is not
materially prejudiced by such failure to have been notified of
such claim. The Indemnifying Party shall have ten (10) days
after receipt of the Indemnity Notice to undertake, conduct and
control, through counsel of its own choosing and at its expense,
but reasonably acceptable to the Indemnified Party, the
settlement or defense thereof, and the Indemnified Party shall
cooperate with it in connection therewith; provided, however,
that with respect to settlements entered into by the Indemnifying
Party, the Indemnifying Party shall obtain the release of the
claiming party in favor of the Indemnified Party. If the
Indemnifying Party undertakes, conducts and controls the
settlement or defense of such claim, the Indemnifying Party shall
permit the Indemnified Party to participate in such settlement or
defense through counsel chosen by the Indemnified Party,
providing that the fees and expenses of such counsel shall be
borne by the Indemnified Party. With respect to indemnification
provided for hereunder, the Indemnified Party shall not pay or
settle any such claim so long as the Indemnifying Party is
reasonably contesting any such claim in good faith.
Notwithstanding the immediately preceding sentence, the
Indemnified Party shall have the right to pay or settle any such
claims, provided that in such event it shall waive any right to
indemnity therefor by the Indemnifying Party.
(f) Subject to the limitations set forth in Sections
10(c)-(e), if the Indemnifying Party does not notify the
Indemnified Party within fifteen (15) days after the receipt of
the Indemnified Party's notice of a claim of indemnity hereunder
that it elects to undertake the defense thereof, the Indemnified
Party shall have the right to contest, settle or compromise the
claim in the exercise of its good faith reasonable judgment at
the expense of the Indemnifying Party subject to the other terms
and provisions of this Section 10.
11. Nature and Survival of Representations and Warranties;
Rules Regarding Indemnification and Other Actions.
(a) Except as otherwise provided herein, all
representations, warranties, indemnities and covenants made by
Seller or the Shareholders in this Agreement shall be deemed the
joint and several statement, representation, warranty, indemnity
and covenant of Seller and the Shareholders. All statements,
30
<PAGE>
representations, warranties and indemnities made by each of the
parties hereto (and in any schedule or exhibit hereto) are and
shall be true and correct as of the date hereof and as of the
Closing Date, and each of them shall survive the Closing as
provided in Section 11(b) hereof and shall be subject to Section
10 hereof.
(b) No claim shall be made or enforced against an
Indemnifying Party, whether pursuant to Section 10 hereof or by
an action at law or any other action including, but not limited
to, a claim of a breach of a representation and warranty
(collectively, "Other Action") unless and to the extent that the
Indemnity Notice or notice of an Other Action shall have been
given by the party seeking indemnification or instituting an
Other Action to the Indemnifying Party not later than 19 months
after the Closing Date or, with respect to taxes, the date upon
which the applicable period of limitation on assessment or refund
of any relevant tax has expired; provided that claims asserted
pursuant to an Indemnity Notice prior to the expiration of the
applicable survival period shall survive until such claim shall
be resolved and payment in respect thereof, if any is owing,
shall be made.
12. Notices. Any and all notices, demands or requests
required or permitted to be given under this Agreement shall be
given in writing and sent, by registered or certified U.S. mail,
return receipt requested, by hand, or by overnight courier,
addressed to the parties hereto at their addresses set forth
above or such other addresses as they may from time-to-time
designate by written notice, given in accordance with the terms
of this Section, together with copies thereof as follows:
In the case of Purchaser, with a copy to:
Zukerman Gore & Brandeis, LLP
900 Third Avenue
New York, New York 10022-4728
Facsimile no.: (212) 223-6433
Attention: Jeffrey D. Zukerman, Esq.
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<PAGE>
In the case of Seller or the Shareholders, with a copy
to:
Levin & Ginsburg Ltd.
180 North LaSalle Street
Suite 2210
Chicago, Illinois 60601
Facsimile no.: (312) 368-0111
Attention: Robert S. Levin, Esq. (#329701)
(In addition, without constituting notice hereunder, the parties
shall use reasonable efforts to send by facsimile to counsel for
the party to whom notice is to be sent copies of all notices sent
by such party). Notice given as provided in this Section shall
be deemed effective: (i) on the date hand delivered, (ii) on the
first business day following the sending thereof by overnight
courier, and (iii) on the seventh calendar day (or, if it is not
a business day, then the next succeeding business day thereafter)
after the depositing thereof into the exclusive custody of the
U.S. Postal Service.
13. Miscellaneous. (a) This Agreement, including, without
limitation, the schedules and other documents referred to herein,
constitutes the entire agreement of the parties with respect to
the subject matter hereof and supersedes any and all prior
agreements, arrangements or understandings with respect hereto,
and may not be modified or amended except by a written agreement
specifically referring to this Agreement signed by all of the
parties hereto.
(b) No waiver of any breach or default hereunder shall
be considered valid unless in writing and signed by the party
giving such waiver, and no such waiver shall be deemed a waiver
of any subsequent breach or default of the same or similar
nature.
(c) This Agreement shall be binding upon and inure to
the benefit of each corporate party hereto, its successors and
assigns, and each individual party hereto and his heirs, personal
representatives, successors and assigns.
(d) The section headings contained herein are for the
purposes of convenience only and are not intended to define or
limit the contents of said sections.
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<PAGE>
(e) Each party hereto shall cooperate, shall take such
further action and shall execute and deliver such further
documents as may be reasonably requested by any other party in
order to carry out the provisions and purposes of this Agreement.
(f) Except as otherwise provided herein or in
agreements delivered in connection with this Agreement, all
legal, accounting and other costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party or parties incurring the same.
(g) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same
instrument.
(h) This Agreement and all amendments hereto shall be
governed by, construed and enforced in accordance with the
internal laws of the State of New York without reference to
principles of conflict of laws.
(i) If any provision of this Agreement shall be held
invalid or unenforceable, such invalidity or unenforceability
shall attach only to such provision, only to the extent it is
invalid or unenforceable, and shall not in any manner affect or
render invalid or unenforceable any other severable provision of
this Agreement, and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained
herein.
(j) All schedules attached hereto shall be
incorporated by reference herein as if set forth herein in full.
(k) Seller and the Shareholders, on the one hand, and
Purchaser, on the other hand, agree that, without the prior
written consent of the other, unless otherwise required by law,
it shall not make or permit to be made any announcement of any
kind about this Agreement or the transactions contemplated
hereby, either prior to the Closing Date or any time hereafter in
the event the transactions contemplated hereby are not
consummated as provided herein.
(l) Seller and Shareholders, on the one hand, and
Purchaser, on the other hand, represent and warrant to the other
that there is no obligation to pay any commission, finder's fee,
broker's fee or similar charge in connection with the
transactions provided for in this Agreement, resulting from any
agreements or other action of such representing party.
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<PAGE>
(m) The parties hereto hereby irrevocably consent to
the exclusive jurisdiction of all Federal and State courts in New
York County, New York or Cook County, Illinois in connection with
any proceedings brought by Seller, any of the Shareholders,
Purchaser, or their successors or assigns, in connection with
this Agreement.
(n) This Agreement is not intended to, and shall not
confer any rights upon, any parties other than the express
parties hereto.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
CARIBINER INTERNATIONAL, INC.
By: /s/ Arthur F. Dignam
-----------------------------
Arthur F. Dignam
Executive Vice President
LIGHTHOUSE, LTD.
By: /s/ Mark P. Fitzgerald
-----------------------------
Mark P. Fitzgerald
President
/s/ Mark P. Fitzgerald
______________________________
MARK P. FITZGERALD
/s/ Warren F. Moore II
______________________________
WARREN F. MOORE II
/s/ Richard C. Hunt
______________________________
RICHARD C. HUNT
35
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CARIBINER INTERNATIONAL ACQUIRES
LIGHTHOUSE LTD.
-- Acquisition Strengthens Company's Midwestern Presence Significantly --
NEW YORK, June 6, 1996 -- Caribiner International, Inc. (NYSE:
CWC) today announced that it has acquired substantially all of the assets
of Lighthouse LTD., a leading midwestern business communications services
company, in a cash and stock transaction valued at $6.25 million.
Additional terms of the transaction were not disclosed. Lighthouse
reported revenue of approximately $10 million in their last fiscal year.
Commenting on the announcement, Raymond S. Ingleby, Chairman
and Chief Executive Officer, stated, "The Lighthouse purchase brings us
closer to achieving our goal of being number one in each of our markets
and marks our eighth domestic acquisition over the past two and a half
years. Caribiner already has a dominant presence in the midwest which is
a leading growth area for business communications outsourcing.
Headquartered in Rolling Meadows, Illinois, Lighthouse will greatly
enhance and expand our midwestern capabilities. Our combined operational
platform will provide us with an unprecedented competitive advantage,
both in the Chicago marketplace and in our accelerated outreach expansion
to other cities in the region.
Mr. Ingleby continued, "Lighthouse is a particularly good fit for
Caribiner. Operating synergies should result from new client additions,
existing client service development, non-meetings related services growth
and cost efficiencies. Eight of Lighthouse's top-ten clients are new
relationships for Caribiner while others are current clients that will
benefit from our consolidated services. In addition, Lighthouse brings
strong focus in the non-meetings related business which should fortify
Caribiner's ongoing efforts to diversify into training interactive
technologies areas, education and corporate communications."
With a twenty year reputation for superior client service,
Lighthouse LTD. has provided its diverse client base with communications
programs utilizing a full range of high-tech production tools for use in
trade shows and point-of-purchase displays, corporate events and
meetings, sales promotions, corporate image programs, training and other
projects.
Caribiner International, Inc. is a leading national producer
of meetings, events, training programs and related business
communications services that enable businesses to inform, sell to and
train their sales forces, dealers, franchisees, partners, stockholders
and employees. Caribiner's clients include some of the world's largest
companies. The Company has offices in Atlanta, Boston, Chicago, Dallas,
Detroit, Houston, Los Angeles, New York, San Francisco and White Plains
(NY).
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Caribiner International, Inc. is listed on The New York Stock
Exchange and trades under the symbol CWC.
###
For further information, contact:
Arthur Dignam Diana Brainerd/Chris Plunkett
Chief Financial Officer Brainerd Communicators, Inc.
212-541-5300 212-986-6667
6
