<PAGE>
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) - August 20, 1997
THE JPM COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-27738 23-1702908
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number
Route 15 North, Lewisburg, Pennsylvania 17837
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 524-8200
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N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
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Not Applicable.
Item 2. Acquisition or Disposition of Assets
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Not Applicable.
Item 3. Bankruptcy or Receivership
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Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
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Not Applicable.
Item 5. Other Events
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On August 20, 1997, The JPM Company's ("JPM") (NASDAQ: JPMX) wholly-owned
subsidiary, JPM Deutschland GmbH ("JPM Deutschland"), a Federal Republic of
Germany corporation incorporated for the purpose of this asset acquisition,
acquired certain assets and assumed certain lease contracts of Corma
Elektrotechnische Produktions GmbH ("Corma GmbH"), a Federal Republic of Germany
corporation, from Corma GmbH and its shareholders pursuant to a Purchase
Agreement for Certain Assets by and between JPM Deutschland GmbH and Corma
Elektrotechnische Produktions GmbH, Kathrein Beteiligungs and Peter Michael
Millard dated July 7, 1997 ("Corma GmbH Agreement"). Corma GmbH shareholders
approved the sale of assets on August 12, 1997. Pursuant to the Corma GmbH
Agreement, the assets and lease contracts acquired include: equipment and leases
therefor; lease contracts for office and plant facilities; the trademark of
Corma GmbH; the DIN ISO 9001 certification; customer files, lists and records;
and goodwill. JPM paid a total purchase price of DM 1,417,434 German Deutsche
Marks (approximately U.S. $763,430) in cash. The purchase price was based on
an Appraisal Report prepared by American Appraisals, s.r.o.
Simultaneously therewith on August 20, 1997, JPM's wholly-owned subsidiary,
JPM Czech Republic spol. s.r.o. ("JPM s.r.o."), a Czech Republic corporation
incorporated for the purpose of this asset acquisition, acquired certain assets
and assumed certain lease contracts from Corma spol. s.r.o. ("Corma s.r.o"), a
Czech Republic corporation and wholly-owned subsidiary of Corma GmbH, from Corma
s.r.o. and its sole shareholder pursuant to a Purchase Agreement for Certain
Assets by and between JPM Czech Republic spol. s.r.o. and Corma spol. s.r.o.,
Corma Elektrotechnische Produktions GmbH, Kathrein Beteiligungs GmbH and Peter
Michael Millard dated July 7, 1997 ("Corma s.r.o. Agreement"). The sole
shareholder of Corma s.r.o. approved the sale of assets on August 12, 1997.
Pursuant to the Corma s.r.o. Agreement, the assets and lease contracts acquired
include: equipment and leases therefor; lease contracts for plant and office
facilities; inventory; and customer files, lists and records. JPM paid a total
purchase price of DM 1,382,566 German Deutsche Marks (approximately U.S.
$744,650) in cash. The purchase price was based on an Appraisal Report
prepared by American Appraisals, s.r.o.
<PAGE>
Corma GmbH and Corma s.r.o. are ISO registered manufacturers of cable
assemblies and wire harnesses with principal operations in the Federal Republic
of Germany and the Czech Republic, respectively. Corma GmbH and Corma s.r.o.
primarily sell to leading original equipment manufacturers ("OEMs") in the
computer, networking and telecommunications markets. JPM is a leading
independent manufacturer of cable assemblies and wire harnesses for OEMs in the
computer, networking and telecommunications sectors of the electronics industry.
JPM Deutschland and JPM s.r.o. are manufacturers of cable assemblies and wire
harnesses.
Item 6. Resignations of Registrant's Directors
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Not applicable.
Item 7. Financial Statements and Exhibits
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a. Financial Statements
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Not required.
b. Exhibits
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99(i) Purchase Agreement for Certain Assets by and between JPM
Deutschland GmbH and Corma Elektrotechnische Produktions
GmbH, Kathrein Beteiligungs GmbH and Peter Michael
Millard.
99(ii) Purchase Agreement for Certain Assets by and between JPM
Czech Republic spol. s.r.o. and Corma spol. s.r.o., Corma
Elektrotechnische Produktions GmbH, Kathrein Beteiligungs
GmbH and Peter Michael Millard.
Item 8. Change in Fiscal Year
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Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulations
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Not applicable.
<PAGE>
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.
THE JPM COMPANY
/s/ James P. Mathias
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James P. Mathias, President and Chief
Operating Officer
Date: September 2, 1997
<PAGE>
Exhibit 99(i)
PURCHASE AGREEMENT FOR CERTAIN ASSETS
By and Between
JPM DEUTSCHLAND GMBH
and
CORMA ELEKTROTECHNISCHE PRODUKTIONS GMBH
KATHREIN BETEILIGUNGS GMBH
PETER MICHAEL MILLARD
Dated July 7, 1997
<PAGE>
PURCHASE AGREEMENT FOR CERTAIN ASSETS
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THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made this 7th day of
July, 1997, by and between JPM Deutschland GmbH (hereinafter referred to as
either "JPM GmbH" or "Buyer"), a German corporation having its business seat in
Leuchtenberg, Germany, and represented by its legal representative Peter Michael
Millard upon the declaration of approval and consent of its sole shareholder,
The JPM Company, and Corma Elektrotechnische Produktions GmbH (hereinafter
referred to as either "Corma GmbH" or "Seller"), a German corporation having its
business seat in Ringelbrunner 52a, 92705 Leuchtenberg, Federal Republic of
Germany; Kathrein Beteiligungs GmbH ("Kathrein"), a German corporation; and
Peter Michael Millard ("Millard"), an individual who together with Kathrein owns
one hundred percent of the stock of Corma GmbH.
WITNESSETH:
WHEREAS, Seller is engaged in the business of manufacturing wire harnesses
and cable assemblies (the "Business") and operates facilities located in
Leuchtenberg, Germany, and owns the Business; and
WHEREAS, Seller is the parent corporation to Corma spol. s.r.o., a Czech
Republic company engaged in the business of manufacturing cable assemblies and
wire harnesses; and
WHEREAS, Seller desires to sell, transfer, convey and assign to Buyer, and
Buyer desires to purchase certain assets and assume certain leases of the Seller
in accordance with the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
ARTICLE 1: SALE AND PURCHASE OF ASSETS
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1.1 Acquired Assets. On the Closing Date (hereinafter defined), Seller
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shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall
purchase and assume all of Seller's right, title and interest in and to
specified assets and rights of the Seller free and clear of all liens and
encumbrances, which such assets and rights shall include and shall be purchased
and assumed as follows:
(a) Certain assets owned by Corma GmbH and situate in Leuchtenberg,
Germany as more particularly described on Schedule A attached hereto and made a
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part hereof (the "Leuchtenberg Assets"); and
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(b) Lease contracts of Seller for facilities currently used by Seller in
connection with the Business and situate in Leuchtenberg, Germany as more
particularly described on Schedule B attached hereto and made a part hereof (the
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"Leuchtenberg Leases"); and
(c) Lease contracts of Seller for certain equipment including, without
limitation, automobiles situate in Leuchtenberg, Germany and Bor, Czech Republic
as more particularly described on Schedule C attached hereto and made a part
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hereof (the "Leuchtenberg Leased Equipment"); and
(d) The trademark "Corma" number 2059787 and all rights thereunder,
remedies against infringement thereof, and rights to protection of interests
therein under the laws Germany (the "Trademark"); and
(e) The DIN ISO9001 certification (the "Certification"); and
(f) All of the customer files, lists and records of those customers of
Seller as set forth on Schedule D attached hereto and made a part hereof (the
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"Customer Records").
(g) Together the Leuchtenberg Assets, Leuchtenberg Leases, Leuchtenberg
Leased Equipment, Trademark, Certification and Customer Records are hereafter
referred to as the "Assets".
1.2 Valuation of Assets and Inventory. Seller agrees that Buyer may,
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prior to the Closing Date, conduct a fair market appraisal (the "Appraisal") of
the Leuchtenberg Assets set forth on Schedule A which such Appraisal is to be
conducted by a qualified appraiser, in buyer's sole discretion, and for Buyer's
internal operating purposes. Seller further agrees to cooperate in any and all
respects with Buyer and the qualified appraiser in connection with the
Appraisal.
1.3 Assumption of Liabilities. Except as expressly provided herein and as
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provided under mandatory German law, Buyer shall not assume, or in any way be
liable for, the obligations, debts and liabilities of Seller.
ARTICLE 2: PURCHASE PRICE
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2.1 Purchase Price. As full consideration of all of the aforesaid Assets,
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Buyer shall pay to Seller a purchase price of One Million Four Hundred Seventeen
Thousand Four Hundred Thirty Four Deutsche Marks (DM 1,417,434) (the "Purchase
Price"). The Purchase Price shall be allocated and paid as follows:
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<PAGE>
(a) DM 342,000.00 of the Purchase Price shall be allocated to, and for,
the Assets and DM 1,075,434.00 shall be allocated to, and for, the goodwill
associated with the Business;
(b) Subject to the provisions of Section 12.2 hereunder, one-half of the
Purchase Price shall be placed in escrow in Stadtsparkasse Weiden bank, account
number 103614, Federal Republic of Germany, by wire transfer on or before May
15, 1997; and
(c) The balance of the Purchase Price shall be paid in cash, or by
certified or bank cashier's check, or by wire transfer, at the discretion of
Seller, on the Closing Date.
2.2 Value-Added Tax. Buyer shall pay to Seller on the Closing Date the
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mandatory value-added tax levied by the German tax authorities on the
transactions provided for in this Agreement which Seller is required to pay to
the German tax authorities upon consummation of the transactions between Buyer
and Seller provided in this Agreement.
ARTICLE 3: OTHER ASSETS
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3.1 Accounts Receivable. Any and all accounts receivable of Seller shall
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be retained by Seller and the collection for such accounts receivable shall be
Seller's responsibility, excepting however those accounts receivable generated
by the Customer Purchase Orders (hereafter defined) as set forth in Section
3.3(a) hereunder. On the Closing Date, Seller shall provide to Buyer a schedule
of all accounts receivable to be retained by Seller pursuant to this Section
3.1.
3.2 Accounts Payable and Accrued Liabilities. Payment for, and the
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liability of, any and all accounts payable, and accrued and contingent
liabilities, of Seller shall be the Seller's responsibility, excepting however
those accounts payable generated by the Supplier Purchase Orders (hereafter
defined) as set forth in Section 3.3(b) hereunder. On the Closing Date, Seller
shall provide to Buyer a schedule of all accounts payable, and all accrued and
contingent liabilities, of Seller which remain outstanding and for which Seller
shall be liable pursuant to this Section 3.2.
3.3 Purchase Orders.
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(a) Buyer agrees to accept and fill those purchase orders which are placed
by customers of Seller and confirmed by Seller as of the Closing Date to the
extent that these products have not been manufactured and/or delivered as of the
Closing Date (the "Customer Purchase Orders"). Buyer shall receive the purchase
price to be paid by customer for any such Customer Purchase Orders. The Seller
shall request immediately after the execution and consummation of this Agreement
the written consent of the customers to the transfer and assignment of such
Customer Purchase Orders. In the event that a customer does not consent to the
transfer and assignment of his particular Customer Purchase Order, the parties
agree that such purchase order will be handled between the Seller and the
customer while the Buyer and Seller act in their inner relationship as if the
transfer and assignment of such purchase order had taken place on and as of the
Closing Date. On the Closing Date, Seller shall provide to Buyer a schedule of
all Customer Purchase Orders.
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(b) Buyer agrees to accept the delivery of, and payment for, those
purchase orders placed by Seller to its suppliers which are open and have not
been delivered as of the Closing Date (the "Supplier Purchase Orders"). On the
Closing Date, Seller shall provide to Buyer a schedule of all Supplier Purchase
Orders.
(c) Between the date of this Agreement and the Closing Date, Seller agrees
to accept and place purchase orders from and to customers and suppliers only in
the ordinary course of business consistent with past practices of Seller and
agrees to consult and coordinate with Buyer in the acceptance and placement of
purchase orders from and to customers and suppliers.
ARTICLE 4: THE CLOSING
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4.1 Closing. The purchase and sale provided in this Agreement will take
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place at the offices of Seller located Leuchtenberg, Germany, on the later of
the 15th day of July, 1997 or the date after the day on which JPM Czech Republic
spol. s.r.o. is registered with the commercial register in Prague, Czech
Republic (the "Closing Date"), or at such other time and place as the parties
may agree. Subject to the provisions of Section 12 hereof, failure to consummate
the purchase and sale provided for in this Agreement on the date and time and at
the place determined pursuant to this Section 4.1 will not result in the
termination of this Agreement and will not relieve any party of any obligation
under this Agreement.
4.2 Transfer of Title. Good and marketable title, ownership and
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possession of the aforesaid Assets shall be conveyed, assigned and transferred
to Buyer on the Closing Date to be evidence by a Bill of Sale and General
Assignment in the form attached hereto as Exhibit "1".
4.3 Further Assurances. Following the Closing, at the request of either
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party, the other party or parties shall deliver any further instruments of
transfer and take all reasonable actions as may be necessary or appropriate to
affect the conveyance of the aforesaid Assets and any of the other transactions
contemplated herein.
ARTICLE 5: EMPLOYEES
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5.1 Managing Director. Buyer agrees to retain Millard, and Millard agrees
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to serve in the capacity of, Managing Director for and to Buyer until December
31, 1997, and upon terms and conditions mutually satisfactory to both Buyer and
Millard.
5.2 Corma GmbH Employees. Buyer agrees to enter into employment
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agreements with those individuals employed by Seller as set forth on Schedule E
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(the "Corma GmbH Key
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<PAGE>
Employees") upon terms and conditions mutually satisfactory to Buyer and the
Corma GmbH Key Employees. Seller warrants that no employees of Seller will
assert claims against Buyer based on a so-called bepriebsubergang pursuant to
paragraph 613A of the German Civil Code (BGB). In the event any such claims are
asserted by Seller's employees, the provisions of Article 11, Section 11.3
hereunder shall apply accordingly.
ARTICLE 6: SELLER'S REPRESENTATIONS AND WARRANTIES
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As a material inducement to Buyer to enter into and perform its
obligations under this Agreement, Seller represents and warrants to Buyer as
follows:
6.1 Organization and Standing. Seller is a corporation duly organized,
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validly existing and in good standing under the laws of the Federal Republic of
Germany. A copy of its Articles of Association and all amendments thereto have
been delivered to Buyer and are complete and correct. Seller has the power and
authority to own the properties now owned by it and to conduct the business
presently being conducted by it.
6.2 Power and authority. Seller has the power and authority to execute,
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deliver and perform this Agreement, and all other instruments, documents and
agreements required to be delivered by it to Buyer at Closing (the "Seller's
Transaction Documents"). The performance by Seller of its obligations hereunder
have been duly and validly authorized by all requisite action of its managing
director(s) and shareholders.
6.3 Binding Agreement. This Agreement is, and when executed and delivered
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by the Seller at the Closing, and each of the Seller's Transaction Documents,
will be the legal, valid and binding obligations of Seller, enforceable against
it in accordance with its respective terms.
6.4 Title to Property. Seller has, and on the Closing Date will have,
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good and marketable title to all of the Assets free and clear of all mortgages,
security interests, liens, charges, pledges and encumbrances whatsoever.
6.5 Consents. Except as set forth on Schedule 6.5, no authorization,
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consent, approval, license, exemption by filing or registration with any court
or governmental department, commission, board, bureau, agency, instrumentality,
person, firm, partnership or corporation, domestic or foreign, is or will be
necessary in connection with Seller's entry into, execution, delivery and
performance of this Agreement, any of the Seller's Transaction Documents, or for
Seller's consummation of the transactions contemplated hereby and thereby. The
Lessors of the Leuchtenberg Leases and Leuchtenberg Leased Equipment have
approved and consented to the assumption by Buyer of such leases upon the same
terms and conditions.
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6.6 Material Changes. Between the date of this Agreement and the Closing
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Date, there shall not have been any material adverse change in the condition
(financial or otherwise) of the Assets, Business or Seller.
6.7 Legal proceedings. Except as set forth on Schedule 6.7, to the best
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of Seller's knowledge, there are no disputes, claims, actions, suits or other
proceedings pending, threatened or contemplated against Seller, or the Business
or Assets, or its ability to consummate the transactions contemplated herein.
6.8 Environmental Compliance. To the best of Seller's knowledge, at any
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time during which Seller has leased land, or any real or personal property, of
whatever kind for use in connection with the Business, Seller has not handled or
disposed of any substance, arranged for the disposal of any substance, exposed
any employee or any other individual to any substance or condition, or owned or
operated the Business, so as to give rise to any liability or corrective or
remedial obligation under any environmental, health or safety laws, regulations
or rules of whatever kind, foreign or domestic.
6.9 Transfer of All Assets. The sale and transfer of certain Assets
-----------------------
pursuant to this Agreement is not a sale and transfer of all the assets of the
Seller. Therefore, no creditors or any local tax authority of Seller will
assert claims against the Buyer based on Paragraph 419 of the German Civil Code
(BGB), Paragraph 25 of the Commercial Code (HGB) and/or Paragraph 75
Abgabenordnung (AO).
6.10 Disclosures. All material disclosures necessary and helpful to allow
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Buyer to make an informed business decision arising out of, or in connection
with, the entering into and execution of this Agreement, or any of the
transactions contemplated hereby, have been made by Seller to Buyer. On
information and belief, no representation or warranty by Seller, or in any
schedule, exhibit or other document furnished or to be furnished by Seller,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements contained
herein or therein not misleading.
ARTICLE VII: BUYER'S REPRESENTATIONS AND WARRANTIES
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Buyer makes the following representations and warranties to Seller as an
inducement to enter into and consummate this Agreement as contemplated herein:
7.1 Organization and Standing. Buyer has been, or will be, duly organized
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and incorporated and is, or will be, validly existing and in good standing under
the laws of the Federal Republic of Germany.
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7.2 Power and Authority. Buyer has, or will have, the power and authority
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to execute, deliver and perform this Agreement, and all other instruments and
agreements required to be delivered by them to Seller at Closing (the "Buyer's
Transaction Documents"). The performance by Buyer of its obligations hereunder
have been duly and validly authorized by all requisite action of its sole
shareholder, The JPM Company.
7.3 Binding Agreement. This Agreement is, and when executed and delivered
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by Buyer at the Closing, and each of the Buyer's Transaction Documents, will be
the legal, valid and binding obligations of Buyer, enforceable against it in
accordance with their respective terms.
7.4 Consents. Except as set forth on Schedule 7.4, no consent or approval
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of any person is required in connection with the execution and delivery by Buyer
of this Agreement or any of the Buyer's Transaction Documents or for the
consummation by Buyer of the transactions contemplated hereby.
ARTICLE VIII: COVENANTS OF SELLER PRIOR TO CLOSING
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8.1 Conduct of Business. Between the date of this Agreement and the
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Closing Date, Seller shall conduct the Business in the ordinary course of
business consistent with past practice, and shall maintain its existence. During
such period, Seller shall not dissolve or merge or consolidate the Business with
or into any other entity.
8.2 Affirmative Covenants. Between the date of this Agreement and the
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Closing Date, Seller shall:
(a) maintain the Assets in substantially the same state, condition and
repair;
(b) maintain in full force and effect the insurance policies currently in
effect;
(c) preserve intact the present business organizations of Seller and
maintain relations and goodwill with suppliers, employees, customers and any
person, entity, firm, partnership or organization having business with, or
relating or pertaining to, the Business;
(d) maintain all of the books and records relating to the Business in
accordance with its past practice;
(e) comply with all material provisions of any contracts, leases and any
other agreements that Seller has entered into with respect to the Business in
the ordinary course of business, and the provisions of any and all laws, rules,
regulations and orders applicable to the Business.
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ARTICLE IX: CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE
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Unless waived by the Buyer, the obligations of Buyer to consummate the
purchase of the Assets is subject to the fulfillment, prior to or at the Closing
Date, of each of the following:
9.1 Representations and Warranties. The representations and warranties of
------------------------------
the Seller contained in this Agreement or on any schedule, list or document
delivered pursuant to the provisions hereof shall be true and correct at and as
of the Closing Date as though such representations and warranties were made at
and as of such time, except to the extent affected by the transactions
contemplated hereby.
9.2 Performance of Covenants. Seller shall have performed or complied
------------------------
with each of their respective agreements and covenants required by this
Agreement prior to or at the Closing.
9.3 Approvals and Consents. The consent or approval of all persons or
----------------------
entities necessary for the consummation of the transactions contemplated hereby
shall have been granted, including, without limitation, the consent and approval
by the lessors of the assumption of those leases of, or relating to, the
Leuchtenberg Leases and Leuchtenberg Leased Equipment by Buyer upon the same
terms and conditions.
9.4 Legal Matters. No suit, action, investigation, or legal or
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administrative proceeding shall have been brought or shall have been threatened
by any person that questions the validity or legality of this Agreement or the
transactions contemplated hereby.
9.5 Material Change. Since the date of this Agreement, there shall not
---------------
have been any material adverse change in the condition (financial or otherwise)
of the Assets, properties or operations of the Business or of the Seller.
ARTICLE X: CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE
----------------------------------------------------
10.1 Representations and Warranties. The representations and warranties of
------------------------------
the Buyer contained in this Agreement or on any schedule, list or document
delivered pursuant to the provisions hereof shall be true and correct at and as
of the Closing Date as though such representations and warranties were made at
and as of such time, except to the extent affected by the transactions
contemplated hereby.
10.2 Performance of Covenants. Buyer shall have performed or complied with
------------------------
each of its respective agreements and covenants required by this Agreement prior
to or at the Closing.
10.3 Approvals. The consent or approval of all persons or entities
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necessary for the consummation of the transactions contemplated hereby shall
have been granted.
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10.4 Legal Matters. No suit, action, investigation, or legal or
-------------
administrative proceeding shall have been brought or shall have been threatened
by any person that questions the validity or legality of this Agreement or the
transactions contemplated hereby.
ARTICLE XI: INDEMNIFICATION
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11.1 Survival. All representations, warranties, covenants, and obligations
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in this Agreement, or in any schedule, list or document delivered pursuant to
this Agreement, will survive the Closing and the Closing Date for a period of
two (2) years; excepting, however, those of, or relating to, tax claims which
shall survive for a period of five (5) years.
11.2 Seller's Indemnification. Seller will indemnify and hold harmless
------------------------
Buyer, and its respective directors, employees, agents and representatives for,
and will pay to such persons, the amount of any loss, liability, claim, damage
(including consequential and incidental damages), and expense (including costs
of investigation and defense and reasonable attorneys' fees) arising, directly
or indirectly, from or in connection with the performance by Seller of this
Agreement, or any breach of any representation or warranty by the Seller, or the
failure to fulfill any agreement or covenant by the Seller, under this
Agreement.
11.3 Indemnification of Kathrein and Millard. Kathrein and Millard will,
---------------------------------------
and undertake to, indemnify and hold harmless Buyer for, and will pay to Buyer
the amount of, any and all claims , including but not limited to reasonable
attorneys' fees and expenses, that may be asserted by creditors of the Seller or
tax authorities due to liabilities of the Seller against the Buyer after the
Closing Date. However, this obligation only exists in the event Kathrein or
Millard, collectively or individually, are no longer shareholders of Seller at
the time any such claim may be asserted, or Seller refuses on first demand of
the Buyer, or becomes unable or indisposed, in any way whatsoever, to provide
such indemnification. The parties agree that this obligation of Millard and
Kathrein is a material inducement for Buyer to enter into and consummate the
transactions provided for in this Agreement.
11.4 Buyer's Indemnification. Buyer will indemnify and hold harmless
-----------------------
Seller, and its respective directors, employees, agents and representatives for,
and will pay to such persons the amount of, any loss, liability, claim, damage
(including consequential and incidental damages), and expense (including costs
of investigation and defense and reasonable attorneys' fees) arising, directly
or indirectly, from or in connection with the performance by the Buyer of this
Agreement, or any breach of any representation or warranty by the Buyer, or the
failure to fulfill any agreement or covenant by the Buyer, under this Agreement.
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<PAGE>
ARTICLE XII: TERMINATION
-----------
12.1 Termination. This Agreement may be terminated at any time at or prior
-----------
to the Closing Date:
(a) by Buyer, if the conditions set forth in Article IX hereof have not
been satisfied by the Closing Date, or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Buyer to comply with its
obligations under this Agreement);
(b) by Seller, if the conditions set forth in Article X hereof have not
been satisfied by the Closing Date, or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Seller to comply with
their obligations under this Agreement);
(c) by the mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller, if the Closing has not occurred (other than
through the failure of any party seeking to terminate this Agreement to comply
fully with its obligations under this Agreement) on or before May 30, 1997, or
such later date as the parties may agree upon; or
(e) by Buyer or Seller, if Buyer's affiliate, JPM Czech Republic spol.
s.r.o., is unable, for any reason whatsoever, to purchase and consummate the
acquisition of, certain of the assets of Seller's wholly-owned subsidiary, Corma
spol. s.r.o. contemporaneously with the consummation of this Agreement.
12.2 Escrow Monies. In the event this Agreement is terminated pursuant to
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this Article 12, or for any other reason whatsoever, that portion of the
Purchase Price placed in escrow by Buyer pursuant to Section 2.1(a) hereunder
shall revert, and be reclaimed by and returned, to Buyer immediately upon
termination.
12.3 Effect of Termination. Each party's right of termination under
---------------------
Section 12.1 is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of a right of termination will not be an election
of remedies. If this Agreement is terminated pursuant to Section 12.1, all
further obligations of the parties under this Agreement will terminate, except
that the obligations in Sections 13.4 and 13.6 will survive; provided, however,
that if this Agreement is terminated by a party because of the breach of the
Agreement by the other party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied as a
result of the other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired.
ARTICLE XIII: MISCELLANEOUS PROVISIONS
------------------------
13.1 Use of Corma Name. As of the Closing Date, Seller agrees to divest
-----------------
itself of, and forever cease from using, or being associated with, the trademark
"Corma." On or before the Closing Date, Kathrein and Millard, in their capacity
as sole shareholders of Seller, agree to change Seller's name by and through a
notarized shareholder resolution and agree to file same with the commercial
register thereby amending the Seller's Articles of Association.
-10-
<PAGE>
13.2 Manufacturing Services Agreement. On the Closing Date and upon the
--------------------------------
execution and consummation of this Agreement, the Mutual Manufacturing and
Technical Services Agreement by and among The JPM Company and Corma GmbH entered
into and consummated on or about December 11, 1996 shall terminate and all of
the rights, duties, and obligations of each party thereto shall become null and
void; provided, however, that on the Closing Date, Corma GmbH shall pay to, and
settle with, The JPM Company all monies due and owing to The JPM Company
pursuant to, and under, the terms of such agreement.
13.3 Brokers or Finders. The parties agree that they have incurred no
------------------
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or agents' commissions or other similar payment in connection with this
Agreement.
13.4 Expenses. Except as otherwise expressly provided in this Agreement,
--------
each party shall bear its own costs and expenses in connection with the
Agreement and the transactions contemplated hereby.
13.5 Public Announcements. Any public announcement or similar publicity
--------------------
with respect to this Agreement or the transactions contemplated hereby will be
issued, if at all, at such time and in such manner as Buyer determines;
provided, however, that Seller may notify the customers of Seller in order to
obtain such customers' consent to the transfer and assignment of the Customer
Purchase Orders pursuant to Section 3.3(a) hereunder.
13.6 Confidentiality. Buyer and Seller will maintain in confidence, and
---------------
will cause their respective directors, officers, employees, shareholders, agents
and advisers to maintain in confidence, and not use to the detriment of another
party any written, oral, or other information obtained in confidence from
another party or in connection with this Agreement, unless (i) such information
is already known to such party or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of such party; (ii) the use of such information is necessary or appropriate in
making any filing or obtaining any consent or approval required for the
consummation of this Agreement or the transactions contemplated hereby; or (iii)
the furnishing or use of such information is required by or necessary or
appropriate in connection with legal proceedings.
13.7 Notices. All notices and other communications required hereunder
-------
shall be in writing and shall be deemed to be properly given when personally
delivered to the party entitled to receive the notice or when sent by first
class, registered or certified mail, return receipt requested, properly
addressed to the party entitled to receive such notice, or when sent by
telecopier (with written confirmation of receipt, provided that a copy is mailed
by registered or certified mail, return receipt requested) to the addresses
below:
-11-
<PAGE>
If to Buyer:
The JPM Company
Route 15 North
Lewisburg, PA 17837
U.S.A.
Attn: John H. Mathias, Chief Executive Officer
Telecopy: (717) 524-8187
with copies to:
Duane, Morris & Heckscher
305 North Front Street
P.O. Box 1003
Harrisburg, PA 17108-1003
Attn: Scott C. Penwell, Esq.
Telecopy: (717) 232-4015
If to Seller:
Corma Elektrotechnische Produktions GmbH
Ringelbrunner 52a
D-92705 Leuchtenberg
Germany
Attn: P. Michael Millard
Telecopy: 4996 5993 0110
13.8 Further Assurances. The parties agree (i) to furnish upon request to
------------------
each other such further information, (ii) to execute and deliver to each other
such other documents, and (ii) to do such other acts and things, all as the
other party may reasonably request, for the purpose of carrying out the intent
of this Agreement and the documents referred to, and transactions contemplated
by, this Agreement.
13.9 Waiver. This Agreement shall not be released, discharged,
------
abandoned, changed or modified in any manner, except by an instrument in writing
signed by or on behalf of each of the parties hereto by their duly authorized
officers or representatives. The failure of any party hereto to enforce at any
time any of the provisions of this Agreement shall in no way be construed to be
a waiver of any such provision, nor in any way to affect the validity of this
Agreement or any part hereof, or the right of any party thereafter to enforce
each and every such provision. No waiver of any breach of this Agreement shall
be held to be a waiver of any other or subsequent breach.
13.10 Entire Agreement. This Agreement supersedes all prior and
----------------
contemporaneous agreements between the parties with respect to its subject
matter and constitutes a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter.
-12-
<PAGE>
13.11 Assignments, Successors, and No Third-Party Rights. Neither party
--------------------------------------------------
may assign any of its rights under this Agreement without the prior consent of
the other party except that Buyer may assign any of its rights under this
Agreement to any subsidiary or affiliate of Buyer. Subject to the preceding
sentence, this Agreement will apply to, be binding in all respects upon, and
inure to the benefit of the successors and permitted assigns of the parties.
Nothing expressed or referred to in this Agreement will be construed to give any
person other than the parties to this Agreement any legal or equitable right,
remedy, or claim under or with respect to this Agreement or any provision of
this Agreement. This Agreement and all of its provisions and conditions are
for the sole and exclusive benefit of the parties to this Agreement and their
successors and assigns.
13.12 Severability. If any provision of this Agreement is held invalid or
------------
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
13.13 Section Headings; Construction. The headings of Sections in this
------------------------------
Agreement are provided for convenience only and will not affect its construction
or interpretation. All words used in this Agreement will be construed to be of
such gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.
13.14 Time of Essence. With regard to all dates and time periods set
---------------
forth or referred to in this Agreement, time is of the essence.
13.15 Governing Law. This Agreement will be governed by the laws of the
-------------
Federal Republic of Germany.
13.16 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which will be deemed an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the
same agreement.
-13-
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.
JPM DEUTSCHLAND GMBH
/s/ Peter Michael Millar
----------------------------------------
By: Peter Michael Millard
Its: Geschaftsfuhrer
THE JPM COMPANY
The JPM Company, as the sole shareholder of
JPM Deutschland GmbH, hereby gives its
consent and approval to the transactions
contemplated in this Agreement and exempts
Peter Michael Millard from the restrictions
of Section 181 of the German Civil Code
(BGB) for this transaction.
/s/ John H. Mathias
----------------------------------------
By: John H. Mathias
Its: Chairman and Chief Executive Officer
CORMA ELEKTROTECHNISCHE
PRODUKTIONS GMBH
/s/ Peter Michael Millard
-----------------------------------------
By: Peter Michael Millard
Its: Geschaftsfuhrer
-14-
<PAGE>
KATHREIN BETEILIGUNGS GMBH
/s/ Anton Kathrein
-----------------------------------------
By: Anton Kathrein
Its: Geschaftsfuhrer
/s/ Peter Michael Millard
-----------------------------------------
PETER MICHAEL MILLARD
-15-
<PAGE>
EXHIBIT 99(ii)
PURCHASE AGREEMENT FOR CERTAIN ASSETS
By and Between
JPM CZECH REPUBLIC SPOL. S.R.O.
and
CORMA SPOL. S.R.O.
CORMA ELEKTROTECHNISCHE PRODUKTIONS GMBH
KATHREIN BETEILIGUNGS GMBH
PETER MICHAEL MILLARD
Dated July 7, 1997
<PAGE>
PURCHASE AGREEMENT FOR CERTAIN ASSETS
-------------------------------------
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made this 7th day
of July, 1997, by and between JPM Czech Republic spol. s.r.o., a company in
creation, (hereafter referred to as either "JPM spol. s.r.o." or "Buyer"), a
Czech Republic corporation having its business seat in Prague, Czech Republic,
and represented by its founder, The JPM Company; and Corma spol. s.r.o.
(hereafter referred to as "Seller"), a Czech Republic corporation having its
business seat in Bor, Prumyslovy Areal Vysocany, PSC 348 02; Kathrein
Beteiligungs GmbH ("Kathrein"), a German corporation; and Peter Michael Millard
("Millard"), an individual who together with Kathrein own one hundred percent of
the stock of Corma Elektrotechnische Produktions GmbH ("Corma GmbH"), the sole
shareholder of Seller.
WITNESSETH:
WHEREAS, Seller is engaged in the business of manufacturing wire
harnesses and cable assemblies (the "Business"), operates facilities located in
Bor, Czech Republic, and owns the Business; and
WHEREAS, Corma GmbH is engaged in the business of manufacturing wire
harnesses and cable assemblies in Leuchtenberg, Germany; and
WHEREAS, Seller is a wholly-owned subsidiary of Corma GmbH; and
WHEREAS, Seller and Corma GmbH desire to sell, transfer, convey and
assign to Buyer, and Buyer desires to purchase certain assets and assume certain
leases of Seller and Corma GmbH in accordance with the terms and conditions set
forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
ARTICLE 1: SALE AND PURCHASE OF ASSETS
--------------------------------------
1.1 Acquired Assets. On the Closing Date (hereinafter defined),
---------------
Seller and Corma GmbH shall sell, transfer, convey, assign, and deliver to
Buyer, and Buyer shall purchase and assume all of the right, title and interest
of Seller and Corma GmbH in and to specified assets and rights of the Seller and
Corma GmbH free and clear of all liens and encumbrances, which such assets and
rights shall include and shall be purchased and assumed as follows:
-1-
<PAGE>
(a) Certain assets owned by Corma GmbH and Seller and situate in Bor,
Czech Republic as more particularly described on Schedule A attached hereto and
----------
made a part hereof (the "Bor Assets"); and
(b) Lease contracts of Seller for facilities currently used by Seller
in connection with the Business and situate in Bor, Czech Republic as more
particularly described on Schedule B attached hereto and made a part hereof (the
----------
"Bor Leases"); and
(c) Lease contracts of Seller for certain equipment including,
without limitation, automobiles situate in Bor, Czech Republic as more
particularly described on Schedule C attached hereto and made a part hereof (the
----------
"Bor Leased Equipment"); and
(d) All of the inventory of Corma GmbH and Seller defined as raw
materials, work in progress, and finished goods and associated with the business
operations of Corma spol. s.r.o. as of the Closing Date as more particularly
described on Schedule D attached hereto and made a part hereof (the
----------
"Inventory"); and
(e) All of the customer files, lists and records of those customers
of Seller as set forth on Schedule E attached hereto and made a part hereof (the
----------
"Customer Records").
(f) Together the Bor Assets, Bor Leases, Bor Leased Equipment,
Inventory and Customer Records are hereafter referred to as the "Assets".
1.2 Valuation of Assets and Inventory.
---------------------------------
(a) Seller agrees that Buyer may, prior to the Closing Date, conduct
a fair market appraisal (the "Appraisal") of the Bor Assets set forth on
Schedule A which such Appraisal is to be conducted by a qualified appraiser, in
buyer's sole discretion, and for Buyer's internal operating purposes. Seller
further agrees to cooperate in any and all respects with Buyer and the qualified
appraiser in connection with the Appraisal.
(b) All inventory to be purchased by Buyer shall be valued as of the
Closing Date which valuation shall be for Buyer's internal operating purposes
and shall be determined by a physical inventory to be conducted by Seller
according to generally accepted accounting practices and principles, and which
such physical inventory shall be observed by Price Waterhouse, L.L.P.,
independent auditors of Buyer.
1.3 Assumption of Liabilities. Except as expressly provided herein
-------------------------
and as otherwise provided under Czech Republic law, Buyer shall not assume, or
in any way be liable for, the obligations, debts and liabilities of Seller.
-2-
<PAGE>
ARTICLE 2: PURCHASE PRICE
--------------
2.1 Purchase Price.
--------------
(a) Seller Purchase Price. As full consideration of the Bor Assets
---------------------
owned by Seller, the Bor Leases, the Bor Leased Equipment, the Inventory owned
by Seller and the Customer Records, Buyer shall pay to Seller a purchase price
of Four Hundred Fifty Seven Thousand Nine Hundred Nine Deutsche Marks (DM
457,909) (the "Seller Purchase Price").
(b) Corma GmbH Purchase Price. As full consideration of the Bor
-------------------------
Assets owned by Corma GmbH and the Inventory owned by Corma GmbH, Buyer shall
pay to Corma GmbH a purchase price of Nine Hundred Twenty Four Thousand Six
Hundred Fifty Seven Deutsche Marks (DM 924,657) (the "Corma GmbH Purchase
Price").
(c) Together the Seller Purchase Price and the Corma GmbH Purchase
Price are hereafter referred to as the "Total Purchase Price".
(d) The Total Purchase Price shall be paid as follows:
(1) Subject to the provisions of Section 12.2 hereunder, one-
half of the Total Purchase Price shall be placed in escrow in
Stadtsparkasse Weiden bank, account number 103614, Federal
Republic of Germany, by wire transfer on or before May 15, 1997;
and
(2) The balance of the Total Purchase Price shall be paid in
cash, or by certified or bank cashier's check, or by wire
transfer, at the discretion of the Seller, on the Closing Date.
(e) Value-Added Tax. Buyer shall pay to Seller on the Closing Date
---------------
the mandatory Value-Added Tax levied by the Czech Republic tax authorities on
the transactions provided for in this Agreement which Seller is required to pay
to the Czech Republic tax authorities upon consummation of the transactions
between Buyer and Seller provided for in this Agreement.
ARTICLE 3: OTHER ASSETS
------------
3.1 Accounts Receivable. Any and all accounts receivable of Seller
-------------------
shall be retained by Seller and the collection for such accounts receivable
shall be Seller's responsibility, excepting however those accounts receivable
generated by the Customer Purchase Orders (hereafter defined) as set forth in
Section 3.3(a) hereunder. On the Closing Date, Seller shall provide to Buyer a
schedule of all accounts receivable to be retained by Seller pursuant to this
Section 3.1.
-3-
<PAGE>
3.2 Accounts Payable and Accrued Liabilities. Payment for, and the
----------------------------------------
liability of, any and all accounts payable, and accrued and contingent
liabilities, of Seller shall be the Seller's responsibility, excepting however
those accounts payable generated by the Supplier Purchase Orders (hereafter
defined) as set forth in Section 3.3(b) hereunder. On the Closing Date, Seller
shall provide to Buyer a schedule of all accounts payable, and all accrued and
contingent liabilities, of Seller which remain outstanding and for which Seller
shall be liable pursuant to this Section 3.2.
3.3 Purchase Orders.
---------------
(a) Buyer agrees to accept and fill those purchase orders which are
placed by customers of Seller and confirmed by Seller as of the Closing Date to
the extent that these products have not been manufactured and/or delivered as of
the Closing Date (the "Customer Purchase Orders"). Buyer shall receive the
purchase price to be paid by any customer for any such Customer Purchase Order.
The Seller shall request immediately after the execution and consummation of
this Agreement the written consent of the customers to the transfer and
assignment of such Customer Purchase Orders. In the event that a customer does
not consent to the transfer and assignment of his particular Customer Purchase
Order, the parties agree that such purchase order will be handled between the
Seller and the customer while the Buyer and Seller act in their inner
relationship as if the transfer and assignment of such purchase order had taken
place on and as of the Closing Date. On the Closing Date, Seller shall provide
to Buyer a schedule of all Customer Purchase Orders.
(b) Buyer agrees to accept the delivery of, and payment for, those
purchase orders placed by Seller to its suppliers which are open and have not
been delivered as of the Closing Date (the "Supplier Purchase Orders"). On the
Closing Date, Seller shall provide to Buyer a schedule of all Supplier Purchase
Orders.
(c) Between the date of this Agreement and the Closing Date, Seller
agrees to accept and place purchase orders from and to customers and suppliers
only in the ordinary course of business consistent with past practices of Seller
and agrees to consult and coordinate with Buyer in the acceptance and placement
of purchase orders from and to customers and suppliers.
ARTICLE 4: THE CLOSING
-----------
4.1 Closing. The purchase and sale provided in this Agreement will
-------
take place at the offices of Corma GmbH located in Leuchtenberg, Germany, on the
later of the 15th day of July, 1997, or the date after the day on which JPM
Czech Republic spol. s.r.o. is registered with the commercial register in
Prague, Czech Republic (the "Closing Date"), or at such other time and place as
the parties may agree. Subject to the provisions of Section 12 hereof, failure
to consummate the purchase and sale provided for in this Agreement on the date
and time and at the place determined pursuant to this Section 4.1 will not
result in the termination of this Agreement and will not relieve any party of
any obligation under this Agreement.
-4-
<PAGE>
4.2 Transfer of Title. Good and marketable title, ownership and
-----------------
possession of the aforesaid Assets shall be conveyed, assigned and transferred
to Buyer on the Closing Date to be evidence by a Bill of Sale and General
Assignment in the form attached hereto as Exhibit "1".
4.3 Further Assurances. Following the Closing, at the request of
------------------
either party, the other party or parties shall deliver any further instruments
of transfer and take all reasonable actions as may be necessary or appropriate
to affect the conveyance of the aforesaid Assets and any of the other
transactions contemplated herein.
ARTICLE 5: EMPLOYEES
---------
5.1 Corma spol. s.r.o. Employees. Buyer agrees to enter into
----------------------------
employment agreements with those individuals employed by Seller as set forth on
Schedule F (the "Corma spol. s.r.o. Employees") upon terms and conditions
- ----------
mutually satisfactory to Buyer and the Corma spol. s.r.o. Employees.
ARTICLE 6: SELLER'S REPRESENTATIONS AND WARRANTIES
---------------------------------------
As a material inducement to Buyer to enter into and perform its
obligations under this Agreement, Seller represents and warrants to Buyer as
follows:
6.1 Organization and Standing. Seller is a corporation duly
-------------------------
organized, validly existing and in good standing under the laws of the Czech
Republic. A copy of its Deed of Foundation and all amendments thereto have been
delivered to Buyer and are complete and correct. Seller has the power and
authority to own the properties now owned by it and to conduct the business
presently being conducted by it.
6.2 Power and authority. Seller has the power and authority to
-------------------
execute, deliver and perform this Agreement, and all other instruments,
documents and agreements required to be delivered by it to Buyer at Closing (the
"Seller's Transaction Documents"). The performance by Seller of its obligations
hereunder have been duly and validly authorized by all requisite action of its
managing director(s) and shareholders.
6.3 Binding Agreement. This Agreement is, and when executed and
-----------------
delivered by the Seller at the Closing, and each of the Seller's Transaction
Documents, will be the legal, valid and binding obligations of Seller,
enforceable against it in accordance with its respective terms.
6.4 Title to Property. Seller has, and on the Closing Date will
-----------------
have, good and marketable title to all of the Assets free and clear of all
mortgages, security interests, liens, charges, pledges and encumbrances
whatsoever.
-5-
<PAGE>
6.5 Consents. Except as set forth on Schedule 6.5, no
-------- ------------
authorization, consent, approval, license, exemption by filing or registration
with any court or governmental department, commission, board, bureau, agency,
instrumentality, person, firm, partnership or corporation, domestic or foreign,
is or will be necessary in connection with Seller's entry into, execution,
delivery and performance of this Agreement, any of the Seller's Transaction
Documents, or for Seller's consummation of the transactions contemplated hereby
and thereby. The Lessors of the Bor Leases and Bor Leased Equipment have
approved and consented to the assumption by Buyer of such leases upon the same
terms and conditions.
6.6 Material Changes. Between the date of this Agreement and the
----------------
Closing Date, there shall not have been any material adverse change in the
condition (financial or otherwise) of the Assets, Business or Seller.
6.7 Legal proceedings. Except as set forth on Schedule 6.7, to the
----------------- ------------
best of Seller's knowledge, there are no disputes, claims, actions, suits or
other proceedings pending, threatened or contemplated against Seller, or the
Business or Assets, or its ability to consummate the transactions contemplated
herein.
6.8 Environmental Compliance. To the best of Seller's knowledge, at
------------------------
any time during which Seller has leased land, or any real or personal property,
of whatever kind for use in connection with the Business, Seller has not handled
or disposed of any substance, arranged for the disposal of any substance,
exposed any employee or any other individual to any substance or condition, or
owned or operated the Business, so as to give rise to any liability or
corrective or remedial obligation under any environmental, health or safety
laws, regulations or rules of whatever kind, foreign or domestic.
6.9 Creditors. The sale and transfer of certain Assets pursuant to
----------
this Agreement is not a sale and transfer of all the assets of the Seller or a
sale of Corma spol. s.r.o. Therefore, no creditors or any local tax authority of
Seller will assert claims against the Buyer based on Paragraph 476 et seq. of
the Czech Commercial Code and/or on a sale of Corma spol. s.r.o.
6.10 Disclosures. All material disclosures necessary and helpful to
-----------
allow Buyer to make an informed business decision arising out of, or in
connection with, the entering into and execution of this Agreement, or any of
the transactions contemplated hereby, have been made by Seller to Buyer. On
information and belief, no representation or warranty by Seller, or in any
schedule, exhibit or other document furnished or to be furnished by Seller,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements contained
herein or therein not misleading.
ARTICLE VII: BUYER'S REPRESENTATIONS AND WARRANTIES
--------------------------------------
Buyer makes the following representations and warranties to Seller as
an inducement to enter into and consummate this Agreement as contemplated
herein:
-6-
<PAGE>
7.1 Organization and Standing. Buyer has been, or will be, duly
-------------------------
organized and incorporated and is, or will be, validly existing and in good
standing under the laws of the Czech Republic.
7.2 Power and Authority. Buyer has, or will have, the power and
-------------------
authority to execute, deliver and perform this Agreement, and all other
instruments and agreements required to be delivered by them to Seller at Closing
(the "Buyer's Transaction Documents"). The performance by Buyer of its
obligations hereunder have been duly and validly authorized by all requisite
action of its sole shareholder, The JPM Company.
7.3 Binding Agreement. This Agreement is, and when executed and
-----------------
delivered by Buyer at the Closing, and each of the Buyer's Transaction
Documents, will be the legal, valid and binding obligations of Buyer,
enforceable against it in accordance with their respective terms.
7.4 Consents. Except as set forth on Schedule 7.4, no consent or
-------- ------------
approval of any person is required in connection with the execution and delivery
by Buyer of this Agreement or any of the Buyer's Transaction Documents or for
the consummation by Buyer of the transactions contemplated hereby.
ARTICLE VIII: COVENANTS OF SELLER PRIOR TO CLOSING
------------------------------------
8.1 Conduct of Business. Between the date of this Agreement and the
-------------------
Closing Date, Seller shall conduct the Business in the ordinary course of
business consistent with past practice, and shall maintain its existence. During
such period, Seller shall not dissolve or merge or consolidate the Business with
or into any other entity.
8.2 Affirmative Covenants. Between the date of this Agreement and
---------------------
the Closing Date, Seller shall:
(a) maintain the Assets in substantially the same state, condition
and repair;
(b) maintain in full force and effect the insurance policies
currently in effect;
(c) preserve intact the present business organizations of Seller and
maintain relations and goodwill with suppliers, employees, customers and any
person, entity, firm, partnership or organization having business with, or
relating or pertaining to, the Business;
(d) maintain all of the books and records relating to the Business in
accordance with its past practice;
-7-
<PAGE>
(e) comply with all material provisions of any contracts, leases and
any other agreements that Seller has entered into with respect to the Business
in the ordinary course of business, and the provisions of any and all laws,
rules, regulations and orders applicable to the Business.
ARTICLE IX: CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE
---------------------------------------------------
Unless waived by the Buyer, the obligations of Buyer to consummate the
purchase of the Assets is subject to the fulfillment, prior to or at the Closing
Date, of each of the following:
9.1 Representations and Warranties. The representations and
------------------------------
warranties of the Seller contained in this Agreement or on any schedule, list or
document delivered pursuant to the provisions hereof shall be true and correct
at and as of the Closing Date as though such representations and warranties were
made at and as of such time, except to the extent affected by the transactions
contemplated hereby.
9.2 Performance of Covenants. Seller shall have performed or
------------------------
complied with each of their respective agreements and covenants required by this
Agreement prior to or at the Closing.
9.3 Approvals and Consents. The consent or approval of all persons
----------------------
or entities necessary for the consummation of the transactions contemplated
hereby shall have been granted, including, without limitation, the consent and
approval by the lessors of the assumption of those leases of, or relating to,
the Bor Leases and Bor Leased Equipment by Buyer upon the same terms and
conditions.
9.4 Legal Matters. No suit, action, investigation, or legal or
-------------
administrative proceeding shall have been brought or shall have been threatened
by any person that questions the validity or legality of this Agreement or the
transactions contemplated hereby.
9.5 Material Change. Since the date of this Agreement, there shall
---------------
not have been any material adverse change in the condition (financial or
otherwise) of the Assets, properties or operations of the Business or of the
Seller.
ARTICLE X: CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE
----------------------------------------------------
10.1 Representations and Warranties. The representations and
------------------------------
warranties of the Buyer contained in this Agreement or on any schedule, list or
document delivered pursuant to the provisions hereof shall be true and correct
at and as of the Closing Date as though such representations and warranties were
made at and as of such time, except to the extent affected by the transactions
contemplated hereby.
-8-
<PAGE>
10.2 Performance of Covenants. Buyer shall have performed or
------------------------
complied with each of its respective agreements and covenants required by this
Agreement prior to or at the Closing.
10.3 Approvals. The consent or approval of all persons or entities
---------
necessary for the consummation of the transactions contemplated hereby shall
have been granted.
10.4 Legal Matters. No suit, action, investigation, or legal or
-------------
administrative proceeding shall have been brought or shall have been threatened
by any person that questions the validity or legality of this Agreement or the
transactions contemplated hereby.
ARTICLE XI: INDEMNIFICATION
---------------
11.1 Survival. All representations, warranties, covenants, and
--------
obligations in this Agreement, or in any schedule, list or document delivered
pursuant to this Agreement, will survive the Closing and the Closing Date for a
period of two (2) years; excepting, however, those of, or relating to, tax
claims which shall survive for a period of five (5) years.
11.2 Seller's Indemnification. Seller will indemnify and hold
------------------------
harmless Buyer, and its respective directors, employees, agents and
representatives for, and will pay to such persons, the amount of any loss,
liability, claim, damage (including consequential and incidental damages), and
expense (including costs of investigation and defense and reasonable attorneys'
fees) arising, directly or indirectly, from or in connection with the
performance by Seller of this Agreement, or any breach of any representation or
warranty by the Seller, or the failure to fulfill any agreement or covenant by
the Seller, under this Agreement.
11.3 Indemnification of Kathrein and Millard. Kathrein and Millard
---------------------------------------
will, and undertake to, indemnify and hold harmless Buyer for, and will pay to
Buyer the amount of, any and all claims, including but not limited to reasonable
attorneys' fees and expenses, that may be asserted by creditors of Seller or tax
authorities due to liabilities of the Seller against Buyer after the Closing
Date. However, this obligation only exists in the event Corma GmbH is no longer
a shareholder of Seller at the time any such claim may be asserted, or Seller
refuses on first demand of the Buyer, or becomes unable or indisposed, in any
way whatsoever, to provide such indemnification. The parties agree that this
obligation of Millard and Kathrein is a material inducement for Buyer to enter
into and consummate the transactions provided for in this Agreement.
11.4 Buyer's Indemnification. Buyer will indemnify and hold harmless
-----------------------
Seller, and its respective directors, employees, agents and representatives for,
and will pay to such persons the amount of, any loss, liability, claim, damage
(including consequential and incidental damages), and expense (including costs
of investigation and defense and reasonable attorneys' fees) arising, directly
or indirectly, from or in connection with the performance by the Buyer of this
Agreement, or any breach of any representation or warranty by the Buyer, or the
failure to fulfill any agreement or covenant by the Buyer, under this Agreement.
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<PAGE>
ARTICLE XII: TERMINATION
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12.1 Termination. This Agreement may be terminated at any time at or prior
-----------
to the Closing Date:
(a) by Buyer, if the conditions set forth in Article IX hereof have not
been satisfied by the Closing Date, or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Buyer to comply with its
obligations under this Agreement);
(b) by Seller, if the conditions set forth in Article X hereof have not
been satisfied by the Closing Date, or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Seller to comply with
their obligations under this Agreement);
(c) by the mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller, if the Closing has not occurred (other than
through the failure of any party seeking to terminate this Agreement to comply
fully with its obligations under this Agreement) on or before May 30, 1997, or
such later date as the parties may agree upon; or
(e) by Buyer or Seller, if Buyer's affiliate, JPM Czech Republic spol.
s.r.o., is unable, for any reason whatsoever, to purchase and consummate the
acquisition of, certain of the assets of Seller's wholly-owned subsidiary, Corma
spol. s.r.o. contemporaneously with the consummation of this Agreement.
12.2 Escrow Monies. In the event this Agreement is terminated pursuant to
-------------
this Article 12, or for any other reason whatsoever, that portion of the
Purchase Price placed in escrow by Buyer pursuant to Section 2.1(a) hereunder
shall revert, and be reclaimed by and returned, to Buyer immediately upon
termination.
12.3 Effect of Termination. Each party's right of termination under
---------------------
Section 12.1 is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of a right of termination will not be an election
of remedies. If this Agreement is terminated pursuant to Section 12.1, all
further obligations of the parties under this Agreement will terminate, except
that the obligations in Sections 13.4 and 13.6 will survive; provided, however,
that if this Agreement is terminated by a party because of the breach of the
Agreement by the other party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied as a
result of the other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired.
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<PAGE>
ARTICLE XIII: MISCELLANEOUS PROVISIONS
------------------------
13.1 Use of Corma Name. As of the Closing Date, Seller agrees to divest
-----------------
itself of, and forever cease from using, or being associated with, the trademark
"Corma." On or before the Closing Date, Kathrein and Millard, in their capacity
as sole shareholders of Seller, agree to change Seller's name by and through a
notarized shareholder resolution and agree to file same with the commercial
register thereby amending the Seller's Articles of Association.
13.2 Manufacturing Services Agreement. On the Closing Date and upon the
--------------------------------
execution and consummation of this Agreement, the Mutual Manufacturing and
Technical Services Agreement by and among The JPM Company and Corma GmbH entered
into and consummated on or about December 11, 1996 shall terminate and all of
the rights, duties, and obligations of each party thereto shall become null and
void; provided, however, that on the Closing Date, Corma GmbH shall pay to, and
settle with, The JPM Company all monies due and owing to The JPM Company
pursuant to, and under, the terms of such agreement.
13.3 Brokers or Finders. The parties agree that they have incurred no
------------------
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or agents' commissions or other similar payment in connection with this
Agreement.
13.4 Expenses. Except as otherwise expressly provided in this Agreement,
--------
each party shall bear its own costs and expenses in connection with the
Agreement and the transactions contemplated hereby.
13.5 Public Announcements. Any public announcement or similar publicity
--------------------
with respect to this Agreement or the transactions contemplated hereby will be
issued, if at all, at such time and in such manner as Buyer determines;
provided, however, that Seller may notify the customers of Seller in order to
obtain such customers' consent to the transfer and assignment of the Customer
Purchase Orders pursuant to Section 3.3(a) hereunder.
13.6 Confidentiality. Buyer and Seller will maintain in confidence, and
---------------
will cause their respective directors, officers, employees, shareholders, agents
and advisers to maintain in confidence, and not use to the detriment of another
party any written, oral, or other information obtained in confidence from
another party or in connection with this Agreement, unless (i) such information
is already known to such party or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of such party; (ii) the use of such information is necessary or appropriate in
making any filing or obtaining any consent or approval required for the
consummation of this Agreement or the transactions contemplated hereby; or (iii)
the furnishing or use of such information is required by or necessary or
appropriate in connection with legal proceedings.
13.7 Notices. All notices and other communications required hereunder
-------
shall be in writing and shall be deemed to be properly given when personally
delivered to the party entitled to receive the notice or when sent by first
class, registered or certified mail, return receipt requested, properly
addressed to the party entitled to receive such notice, or when sent by
telecopier (with written
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<PAGE>
confirmation of receipt, provided that a copy is mailed by registered or
certified mail, return receipt requested) to the addresses below:
If to Buyer:
The JPM Company
Route 15 North
Lewisburg, PA 17837
U.S.A.
Attn: John H. Mathias, Chief Executive Officer
Telecopy: (717) 524-8187
with copies to:
Duane, Morris & Heckscher
305 North Front Street
P.O. Box 1003
Harrisburg, PA 17108-1003
Attn: Scott C. Penwell, Esq.
Telecopy: (717) 232- 4015
If to Seller:
Corma Elektrotechnische Produktions GmbH
Ringelbrunner 52a
D-92705 Leuchtenberg
Germany
Attn: P. Michael Millard
Telecopy: 4996 5993 0110
13.8 Further Assurances. The parties agree (i) to furnish upon request to
------------------
each other such further information, (ii) to execute and deliver to each other
such other documents, and (ii) to do such other acts and things, all as the
other party may reasonably request, for the purpose of carrying
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<PAGE>
out the intent of this Agreement and the documents referred to, and transactions
contemplated by, this Agreement.
13.9 Waiver. This Agreement shall not be released, discharged,
------
abandoned, changed or modified in any manner, except by an instrument in writing
signed by or on behalf of each of the parties hereto by their duly authorized
officers or representatives. The failure of any party hereto to enforce at any
time any of the provisions of this Agreement shall in no way be construed to be
a waiver of any such provision, nor in any way to affect the validity of this
Agreement or any part hereof, or the right of any party thereafter to enforce
each and every such provision. No waiver of any breach of this Agreement shall
be held to be a waiver of any other or subsequent breach.
13.10 Entire Agreement. This Agreement supersedes all prior and
----------------
contemporaneous agreements between the parties with respect to its subject
matter and constitutes a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter.
13.11 Assignments, Successors, and No Third-Party Rights. Neither party
--------------------------------------------------
may assign any of its rights under this Agreement without the prior consent of
the other party except that Buyer may assign any of its rights under this
Agreement to any subsidiary or affiliate of Buyer. Subject to the preceding
sentence, this Agreement will apply to, be binding in all respects upon, and
inure to the benefit of the successors and permitted assigns of the parties.
Nothing expressed or referred to in this Agreement will be construed to give any
person other than the parties to this Agreement any legal or equitable right,
remedy, or claim under or with respect to this Agreement or any provision of
this Agreement. This Agreement and all of its provisions and conditions are
for the sole and exclusive benefit of the parties to this Agreement and their
successors and assigns.
13.12 Severability. If any provision of this Agreement is held invalid or
------------
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
13.13 Section Headings; Construction. The headings of Sections in this
------------------------------
Agreement are provided for convenience only and will not affect its construction
or interpretation. All words used in this Agreement will be construed to be of
such gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.
13.14 Time of Essence. With regard to all dates and time periods set
---------------
forth or referred to in this Agreement, time is of the essence.
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<PAGE>
13.15 Governing Law. This Agreement will be governed by the laws of the
-------------
Federal Republic of Germany.
13.16 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which will be deemed an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.
JPM DEUTSCHLAND GMBH
/s/ Peter Michael Millard
----------------------------------------
By: Peter Michael Millard
Its: Geschaftsfuhrer
THE JPM COMPANY
The JPM Company, as the sole shareholder of JPM Deutschland GmbH,
hereby gives its consent and approval to the transactions contemplated in this
Agreement and exempts Peter Michael Millard from the restrictions of Section 181
of the German Civil Code (BGB) for this transaction.
/s/ John H. Mathias
----------------------------------------
By: John H. Mathias
Its: Chairman and Chief Executive Officer
CORMA ELEKTROTECHNISCHE
PRODUKTIONS GMBH
/s/ Peter Michael Millard
-----------------------------------------
By: Peter Michael Millard
Its: Geschaftsfuhrer
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<PAGE>
KATHREIN BETEILIGUNGS GMBH
/s/ Anton Kathrein
-----------------------------------------
By: Anton Kathrein
Its: Geschaftsfuhrer
/s/ Peter Michael Millard
-----------------------------------------
PETER MICHAEL MILLARD
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