<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PREMIER RESEARCH WORLDWIDE, LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
740568 10 0
(CUSIP Number)
James H. Carll, Esq.
Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033
(856-795-2121)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 27, 1999
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box[ ].
Check the following box if a fee is being paid with this statement [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following pages)
Page 1 of 20 Pages
1
<PAGE>
_______________________________________________________________________________
CUSIP No. 740568 10 0 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
UM Holdings, Ltd. 22-1982496
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | Zero
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | Zero
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | Zero
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | Zero
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
HC and CO
______________________________________________________________________________
2
<PAGE>
_______________________________________________________________________________
CUSIP No. 740568 10 0 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
UM Equity Corp. 22-3343565
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 25,450
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | Zero
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 25,450
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | Zero
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,450
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
CO
______________________________________________________________________________
3
<PAGE>
_______________________________________________________________________________
CUSIP No. 740568 10 0 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
UM Investment Corp. 51-0266463
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | Zero
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | Zero
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | Zero
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | Zero
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zero
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Zero
______________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
CO
______________________________________________________________________________
4
<PAGE>
The Schedule13-D of the filing persons is hereby amended as follows:
Item 5 - Interest in Securities of the Issuer.
Item 5 of Schedule 13-D is amended in its entirety as follows:
"On August 27, 1999 the reporting persons ceased to be the
beneficial owners of more than 5% of the Common Stock of PRWW.
On that date, (1) UME sold 2,468,000 shares and UMI sold
210,000 shares of the Common Stock in private transactions to
approximately 26 persons and (2) UME sold 322,000 shares of
the Common Stock to PRWW. The sale price for each transaction
was $6.00 per share.
"After these sales, UME owns 25,450 shares of the Common
Stock, or approximately 0.4% of the outstanding shares.
"Except for the foregoing transactions, no transactions
were effectuated during sixty days preceding the date of this
Amendment by UM, UME or UMI or, to their knowledge, the
persons listed on Schedule I."
Item 7 - Material to be Filed as Exhibits.
Item 7 of Schedule 13D is amended by adding the following exhibits:
Exhibit 1 - Form of Stock Purchase Agreement dated August 20, 1999
(General)
Exhibit 2 - Form of Stock Purchase Agreement dated August 20, 1999
(Lubert)
Exhibit 3 - Form of Stock Purchase Agreement dated August 20, 1999
(COF)
- ---------------------------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 27, 1999
/s/ John Aglialoro
-------------------------------------
John Aglialoro, Chairman
UM Holdings, Ltd., UM Equity Corp.
and UM Investment Corporation
5
<PAGE>
Exhibit 1 General
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of August 20, 1999, between each person listed on
Annex I hereto (the "Buyers"); and UM HOLDINGS, LTD., a New Jersey corporation
(the "Seller").
Intending to be legally bound, the parties hereto hereby agree as
follows:
1. Sale and Purchase. At the Closing (as defined below), Seller through
its wholly-owned subsidiaries, UM Equity Corp. and/or UM Investment Corporation
(the "Subsidiaries"), shall sell to each Buyer, and each Buyer shall purchase
from Seller, the number of shares of the common stock, par value $.01 per share
(the "Stock"), of Premier Research Worldwide, Ltd., a Delaware corporation (the
"Company"), indicated beneath the Buyer's signature on page 3 hereof, at a
purchase price of $6.00 per share, for the aggregate purchase price (the
"Purchase Price") indicated beneath the Buyer's signature on page 3 hereof. Each
Buyer, simultaneously with its execution of this Agreement, shall wire transfer
the full amount of its Purchase Price to Archer & Greiner, A Professional
Corporation (the "Escrow Agent"), to be held in escrow until the Escrow Agent
receives the documents required to be delivered pursuant to subparagraphs 2(b)
and 2(c) hereof. Upon the Escrow Agent's receipt of said documents, all purchase
monies being held by the Escrow Agent pursuant to this Agreement, and all
accrued interest thereon, shall be immediately released to Seller.
The wire transfer instructions for the wire transfer to be made by each
Buyer pursuant to this paragraph 1 are as follows:
First Union Bank N.A. New Jersey
ABA Routing # 02120025
Archer & Greiner Master Account # 8924302568
2. The Closing. The closing of the sale and transfer of the Stock
hereunder (the "Closing") shall take place at the offices of the Company, at
10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and
the Seller shall mutually agree. The Closing shall be effectuated as follows:
(a) Seller shall cause to be delivered to each Buyer,
via Federal Express:
(i) a stock power, executed by the applicable Subsidiary,
transferring to such Buyer the number of shares of the Stock to be sold to it
hereunder and a letter of instruction to the Company's transfer agent to
effectuate such transfer of the Stock on the stock books of the Company. Each
share certificate issued to a Buyer hereunder shall only be issued in the name
of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and
(ii) an opinion of Archer & Greiner, counsel to the Seller, to
the effect that this Agreement has been duly authorized, executed and delivered
by the Seller and constitutes the valid and binding obligation of Seller
enforceable in accordance with its terms, and Seller has the full requisite
power and authority to transfer and deliver (through the Subsidiaries) the Stock
to the Buyers pursuant hereto.
<PAGE>
(b) Seller shall cause to be delivered to the Escrow Agent a
certified copy of resolutions adopted by the Board of Directors of the Company
approving the transactions contemplated by this Agreement and authorizing the
Company to file a Registration Statement on Form S-3 to register the shares of
the Stock purchased hereunder under the Securities Act of 1933, as amended (the
"Securities Act").
(c) Seller shall cause to be delivered to the Escrow Agent a
certification confirming that the deliveries specified in subparagraph 2(a)
above have been made and authorizing the Escrow Agent to release all monies
being held pursuant to this Agreement to Seller.
3. Stock Ownership. Seller represents and warrants to each Buyer that
the Subsidiaries are the legal and beneficial owner of, and shall at Closing
convey to the Buyer hereunder good and marketable title to, the shares of Stock
intended to be sold to such Buyer hereunder, free and clear of any claim, lien,
option, charge or encumbrance of any nature whatsoever. Seller has full power,
authority and capacity to sell such number of shares to such Buyer in accordance
with the terms and provisions of this Agreement and to execute and deliver this
Agreement, and this Agreement is the valid and binding obligation of Seller,
enforceable according to its terms. To the knowledge of Seller, the shares of
the Stock to be sold hereunder constitute validly issued, fully paid and
non-assessable shares of capital stock.
4. Representations and Warranties of the Buyers. Each Buyer represents
and warrants to the Seller that it is acquiring the Stock hereunder for its own
account for the purpose of investment and not with a view to, or for sale in
connection with, any distribution thereof. The Buyer further represents that it
understands that the Stock has not been registered under the Securities Act by
reason of its issuance in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(1) thereof.
Accordingly, the Stock must be held indefinitely unless a subsequent disposition
thereof is (a) registered under the Securities Act (which the Company will agree
to do on a Form S-3 Registration Statement as a condition to the Closing) or (b)
exempt from such registration. The Stock will bear a legend indicating its
restricted status and the Company will make a notation on its transfer books to
such effect. Each Buyer further understands that the exemption from registration
afforded by Rule 144 under the Securities Act depends on the satisfaction of
various conditions and that, if applicable, Rule 144 affords the basis of sales
of the Stock in limited amounts under certain conditions. Each Buyer
acknowledges that it has had a full opportunity to request from the Seller and
the Company and to review and has received such information that it deems
relevant in making a decision to purchase the Stock being purchased by it
hereunder.
5. Restatement of Representations; Disclaimer of Warranties. The
representations and warranties set forth in paragraphs 3 and 4 above shall be
deemed restated on and as of the date of Closing. Except as specifically set
forth in paragraph 3 or 4 above, the sales and purchases pursuant to this
Agreement are made on a "without warranty, as-is" basis. Neither party makes any
representation or warranty with respect to the business, assets, financial
condition, prospects or affairs of the Company, and each party acknowledges that
it has not relied upon any such representation or warranty.
2
<PAGE>
6. Miscellaneous. This Agreement inures to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, that the Buyers shall have no right to assign their rights and
obligations hereunder. This Agreement supersedes all prior negotiations,
understandings, writings and agreements between the parties hereto. All
covenants, agreements, warranties, representations, and disclaimers of
warranties and representations contained in this Agreement shall survive the
consummation of the sale and purchase hereunder. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
BUYER:
-------------------------------
Certificate Information (to be completed by Buyer):
Name, Address and No. of Shares to be
Tax Identification No. of Purchased by No. of Shares x $6.00 =
Buyer Buyer Total Purchase Price
- ------------------------- ------------------- -----------------------
UM HOLDINGS, LTD. ("SELLER")
By: _________________________________
Once this signature page has been executed and completed by the Buyer,
the Buyer must take the following steps to be eligible to purchase shares of the
Stock hereunder:
1. A copy of the executed and completed signature page must be
faxed to Deborah A. Hays, Esquire at Archer & Greiner, A Professional
Corporation. The fax number is (856) 795- 0574.
2. The original copy of the executed and completed signature
page must be mailed to the following address:
Deborah A. Hays, Esquire
Archer & Greiner, PC
One Centennial Square
Haddonfield, NJ 08033
3
<PAGE>
3. The full amount of the Purchase Price must be sent by wire
transfer to the following account maintained by the Escrow Agent:
First Union Bank N.A. New Jersey
ABA Routing # 02120025
Archer & Greiner Master Account # 8924302568
4
<PAGE>
Exhibit 2 Lubert
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of August 20, 1999, between each person listed on
Annex I hereto (the "Buyers"); and UM HOLDINGS, LTD., a New Jersey corporation
(the "Seller").
Intending to be legally bound, the parties hereto hereby agree as
follows:
1. Sale and Purchase. At the Closing (as defined below), Seller through
its wholly-owned subsidiaries, UM Equity Corp. and/or UM Investment Corporation
(the "Subsidiaries"), shall sell to each Buyer, and each Buyer shall purchase
from Seller, the number of shares of the common stock, par value $.01 per share
(the "Stock"), of Premier Research Worldwide, Ltd., a Delaware corporation (the
"Company"), indicated beneath the Buyer's signature on page 3 hereof, at a
purchase price of $6.00 per share, for the aggregate purchase price (the
"Purchase Price") indicated beneath the Buyer's signature on page 3 hereof. Each
Buyer, simultaneously with its execution of this Agreement, shall wire transfer
the full amount of its Purchase Price to Archer & Greiner, A Professional
Corporation (the "Escrow Agent"), to be held in escrow until the Escrow Agent
receives the documents required to be delivered pursuant to subparagraphs 2(c)
and 2(d) hereof. Upon the Escrow Agent's receipt of said documents, all purchase
monies being held by the Escrow Agent pursuant to this Agreement, and all
accrued interest thereon, shall be immediately released to Seller.
The wire transfer instructions for the wire transfer to be made by each
Buyer pursuant to this paragraph 1 are as follows:
First Union Bank N.A. New Jersey
ABA Routing # 02120025
Archer & Greiner Master Account # 8924302568
2. The Closing. The closing of the sale and transfer of the Stock
hereunder (the "Closing") shall take place at the offices of the Company, at
10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and
the Seller shall mutually agree. The Closing shall be effectuated as follows:
(a) Seller shall cause to be delivered to each Buyer,
via Federal Express:
(i) a stock power, executed by the applicable Subsidiary,
transferring to such Buyer the number of shares of the Stock to be sold to it
hereunder and a letter of instruction to the Company's transfer agent to
effectuate such transfer of the Stock on the stock books of the Company. Each
share certificate issued to a Buyer hereunder shall only be issued in the name
of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and
<PAGE>
(ii) an opinion of Archer & Greiner, counsel to the Seller, to
the effect that this Agreement has been duly authorized, executed and delivered
by the Seller and constitutes the valid and binding obligation of Seller
enforceable in accordance with its terms, and Seller has the full requisite
power and authority to transfer and deliver (through the Subsidiaries) the Stock
to the Buyers pursuant hereto.
(b) The Company and Buyers shall have executed and delivered a
Put Agreement, in form and substance satisfactory to each party, providing the
option to the Buyers to sell to the Company, at a price of $6.00 per share, the
Stock acquired hereunder, which option must be exercised, if at all, during the
20 day period following the date of the Closing.
(c) Seller shall cause to be delivered to the Escrow Agent a
certified copy of resolutions adopted by the Board of Directors of the Company
approving the transactions contemplated by this Agreement and authorizing the
Company to file a Registration Statement on Form S-3 to register the shares of
the Stock purchased hereunder under the Securities Act of 1933, as amended (the
"Securities Act").
(d) Seller shall cause to be delivered to the Escrow Agent a
certification confirming that (i) the deliveries specified in subparagraph 2(a)
above have been made and (ii) the agreement specified in subparagraph (b) above
has been executed and delivered by the parties thereto, and authorizing the
Escrow Agent to release all monies being held pursuant to this Agreement to
Seller.
3. Stock Ownership. Seller represents and warrants to each Buyer that
the Subsidiaries are the legal and beneficial owner of, and shall at Closing
convey to the Buyer hereunder good and marketable title to, the shares of Stock
intended to be sold to such Buyer hereunder, free and clear of any claim, lien,
option, charge or encumbrance of any nature whatsoever. Seller has full power,
authority and capacity to sell such number of shares to such Buyer in accordance
with the terms and provisions of this Agreement and to execute and deliver this
Agreement, and this Agreement is the valid and binding obligation of Seller,
enforceable according to its terms. To the knowledge of Seller, the shares of
the Stock to be sold hereunder constitute validly issued, fully paid and
non-assessable shares of capital stock.
4. Representations and Warranties of the Buyers. Each Buyer represents
and warrants to the Seller that it is acquiring the Stock hereunder for its own
account for the purpose of investment and not with a view to, or for sale in
connection with, any distribution thereof. The Buyer further represents that it
understands that the Stock has not been registered under the Securities Act by
reason of its issuance in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(1) thereof.
Accordingly, the Stock must be held indefinitely unless a subsequent disposition
thereof is (a) registered under the Securities Act (which the Company will agree
to do on a Form S-3 Registration Statement as a condition to the Closing) or (b)
exempt from such registration. The Stock will bear a legend indicating its
restricted status and the Company will make a notation on its transfer books to
such effect. Each Buyer further understands that the exemption from registration
afforded by Rule 144 under the
<PAGE>
Securities Act depends on the satisfaction of various conditions and that, if
applicable, Rule 144 affords the basis of sales of the Stock in limited amounts
under certain conditions. Each Buyer acknowledges that it has had a full
opportunity to request from the Seller and the Company and to review and has
received such information that it deems relevant in making a decision to
purchase the Stock being purchased by it hereunder.
5. Restatement of Representations; Disclaimer of Warranties. The
representations and warranties set forth in paragraphs 3 and 4 above shall be
deemed restated on and as of the date of Closing. Except as specifically set
forth in paragraph 3 or 4 above, the sales and purchases pursuant to this
Agreement are made on a "without warranty, as-is" basis. Neither party makes any
representation or warranty with respect to the business, assets, financial
condition, prospects or affairs of the Company, and each party acknowledges that
it has not relied upon any such representation or warranty.
6. Miscellaneous. This Agreement inures to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, that the Buyers shall have no right to assign their rights and
obligations hereunder. This Agreement supersedes all prior negotiations,
understandings, writings and agreements between the parties hereto. All
covenants, agreements, warranties, representations, and disclaimers of
warranties and representations contained in this Agreement shall survive the
consummation of the sale and purchase hereunder. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
BUYER:
--------------------------------
Certificate Information (to be completed by Buyer):
Name, Address and No. of Shares to be
Tax Identification No. of Purchased by No. of Shares x $6.00 =
Buyer Buyer Total Purchase Price
- ------------------------- ------------------- -----------------------
UM HOLDINGS, LTD. ("SELLER")
By: _________________________________
Once this signature page has been executed and completed by the Buyer,
the Buyer must take the following steps to be eligible to purchase shares of the
Stock hereunder:
<PAGE>
1. A copy of the executed and completed signature page must be
faxed to Deborah A. Hays, Esquire at Archer & Greiner, A Professional
Corporation. The fax number is (856) 795- 0574.
2. The original copy of the executed and completed signature
page must be mailed to the following address:
Deborah A. Hays, Esquire
Archer & Greiner, PC
One Centennial Square
Haddonfield, NJ 08033
3. The full amount of the Purchase Price must be sent by wire
transfer to the following account maintained by the Escrow Agent:
First Union Bank N.A. New Jersey
ABA Routing # 02120025
Archer & Greiner Master Account # 8924302568
<PAGE>
Exhibit 3 COF
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of August 20, 1999, between each person listed on
Annex I hereto (the "Buyers"); and UM HOLDINGS, LTD., a New Jersey corporation
(the "Seller").
Intending to be legally bound, the parties hereto hereby agree as
follows:
1. Sale and Purchase. At the Closing (as defined below), Seller through
its wholly-owned subsidiaries, UM Equity Corp. and/or UM Investment Corporation
(the "Subsidiaries"), shall sell to each Buyer, and each Buyer shall purchase
from Seller, the number of shares of the common stock, par value $.01 per share
(the "Stock"), of Premier Research Worldwide, Ltd., a Delaware corporation (the
"Company"), indicated beneath the Buyer's signature on page 3 hereof, at a
purchase price of $6.00 per share, for the aggregate purchase price (the
"Purchase Price") indicated beneath the Buyer's signature on page 3 hereof. Each
Buyer, simultaneously with its execution of this Agreement, shall wire transfer
the full amount of its Purchase Price to Archer & Greiner, A Professional
Corporation (the "Escrow Agent"), to be held in escrow until the Escrow Agent
receives the documents required to be delivered pursuant to subparagraphs 2(c)
and 2(d) hereof. Upon the Escrow Agent's receipt of said documents, all purchase
monies being held by the Escrow Agent pursuant to this Agreement, and all
accrued interest thereon, shall be immediately released to Seller.
The wire transfer instructions for the wire transfer to be made by each
Buyer pursuant to this paragraph 1 are as follows:
First Union Bank N.A. New Jersey
ABA Routing # 02120025
Archer & Greiner Master Account # 8924302568
2. The Closing. The closing of the sale and transfer of the Stock
hereunder (the "Closing") shall take place at the offices of the Company, at
10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and
the Seller shall mutually agree. The Closing shall be effectuated as follows:
(a) Seller shall cause to be delivered to each Buyer,
via Federal Express:
(i) a stock power, executed by the applicable Subsidiary,
transferring to such Buyer the number of shares of the Stock to be sold to it
hereunder and a letter of instruction to the Company's transfer agent to
effectuate such transfer of the Stock on the stock books of the Company. Each
share certificate issued to a Buyer hereunder shall only be issued in the name
of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and
<PAGE>
(ii) an opinion of Archer & Greiner, counsel to the Seller, to
the effect that this Agreement has been duly authorized, executed and delivered
by the Seller and constitutes the valid and binding obligation of Seller
enforceable in accordance with its terms, and Seller has the full requisite
power and authority to transfer and deliver (through the Subsidiaries) the Stock
to the Buyers pursuant hereto.
(b) The Company and Buyers shall have executed and delivered a
Registration Rights Agreement, in form and substance satisfactory to each party,
providing the Buyers certain registration rights under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Stock acquired
hereunder.
(c) Seller shall cause to be delivered to the Escrow Agent a
certified copy of resolutions adopted by the Board of Directors of the Company
approving the transactions contemplated by this Agreement and authorizing the
Company to file a Registration Statement on Form S-3 to register the shares of
the Stock purchased hereunder under the Securities Act.
(d) Seller shall cause to be delivered to the Escrow Agent a
certification confirming that (i) the deliveries specified in subparagraph 2(a)
above have been made and (ii) the agreement specified in subparagraph (b) above
has been executed and delivered by the parties thereto, and authorizing the
Escrow Agent to release all monies being held pursuant to this Agreement to
Seller.
3. Stock Ownership. Seller represents and warrants to each Buyer that
the Subsidiaries are the legal and beneficial owner of, and shall at Closing
convey to the Buyer hereunder good and marketable title to, the shares of Stock
intended to be sold to such Buyer hereunder, free and clear of any claim, lien,
option, charge or encumbrance of any nature whatsoever. Seller has full power,
authority and capacity to sell such number of shares to such Buyer in accordance
with the terms and provisions of this Agreement and to execute and deliver this
Agreement, and this Agreement is the valid and binding obligation of Seller,
enforceable according to its terms. To the knowledge of Seller, the shares of
the Stock to be sold hereunder constitute validly issued, fully paid and
non-assessable shares of capital stock.
4. Representations and Warranties of the Buyers. Each Buyer represents
and warrants to the Seller that it is acquiring the Stock hereunder for its own
account for the purpose of investment and not with a view to, or for sale in
connection with, any distribution thereof. The Buyer further represents that it
understands that the Stock has not been registered under the Securities Act by
reason of its issuance in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(1) thereof.
Accordingly, the Stock must be held indefinitely unless a subsequent disposition
thereof is (a) registered under the Securities Act (which the Company will agree
to do on a Form S-3 Registration Statement as a condition to the Closing) or (b)
exempt from such registration. The Stock will bear a legend indicating its
restricted status and the Company will make a notation on its transfer books to
such effect. Each Buyer further understands that the exemption from registration
afforded by Rule 144 under the Securities Act depends on the satisfaction of
various conditions and that, if applicable, Rule 144
<PAGE>
affords the basis of sales of the Stock in limited amounts under certain
conditions. Each Buyer acknowledges that it has had a full opportunity to
request from the Seller and the Company and to review and has received such
information that it deems relevant in making a decision to purchase the Stock
being purchased by it hereunder.
5. Restatement of Representations; Disclaimer of Warranties. The
representations and warranties set forth in paragraphs 3 and 4 above shall be
deemed restated on and as of the date of Closing. Except as specifically set
forth in paragraph 3 or 4 above, the sales and purchases pursuant to this
Agreement are made on a "without warranty, as-is" basis. Neither party makes any
representation or warranty with respect to the business, assets, financial
condition, prospects or affairs of the Company, and each party acknowledges that
it has not relied upon any such representation or warranty.
6. Miscellaneous. This Agreement inures to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, that the Buyers shall have no right to assign their rights and
obligations hereunder. This Agreement supersedes all prior negotiations,
understandings, writings and agreements between the parties hereto. All
covenants, agreements, warranties, representations, and disclaimers of
warranties and representations contained in this Agreement shall survive the
consummation of the sale and purchase hereunder. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
BUYER:
-------------------------------
Certificate Information (to be completed by Buyer):
Name, Address and No. of Shares to be
Tax Identification No. of Purchased by No. of Shares x $6.00 =
Buyer Buyer Total Purchase Price
- ------------------------- ------------------- -----------------------
UM HOLDINGS, LTD. ("SELLER")
By: _________________________________
Once this signature page has been executed and completed by the Buyer,
the Buyer must take the following steps to be eligible to purchase shares of the
Stock hereunder:
<PAGE>
1. A copy of the executed and completed signature page must be
faxed to Deborah A. Hays, Esquire at Archer & Greiner, A Professional
Corporation. The fax number is (856) 795- 0574.
2. The original copy of the executed and completed signature
page must be mailed to the following address:
Deborah A. Hays, Esquire
Archer & Greiner, PC
One Centennial Square
Haddonfield, NJ 08033
3. The full amount of the Purchase Price must be sent by wire
transfer to the following account maintained by the Escrow Agent:
First Union Bank N.A. New Jersey
ABA Routing # 02120025
Archer & Greiner Master Account # 8924302568
