<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Coyote Sports, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
224071100
(Cusip Number)
Mr. Mark A. Pappas
307 West Seventh Street
Suite 1210
Fort Worth, Texas 76102
(817) 810-0014
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 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-1(b)(3) or (4), check the following box
[ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares of Stock reported herein is 1,207,692 shares, which
constitutes approximately 21.4% of the 5,630,692 shares of Stock outstanding.
<PAGE> 2
1. Name of Reporting Person:
Paragon Coyote Texas Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) [ X ] (1)
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,207,692 (2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,207,692 (2)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,207,692 (3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ X ]
13. Percent of Class Represented by Amount in Row (11): 21.4%
14. Type of Reporting Person: PN
2
<PAGE> 3
- ------------
(1) Solely with respect to the matters, and to the extent, described in
Item 6 of this Amendment No. 3.
(2) Power is exercised through its sole general partner, Paragon Management
Group, Inc.
(3) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to
acquire up to 521,739 shares of the Stock. See Item 6.
3
<PAGE> 4
1. Name of Reporting Person:
Paragon Management Group, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) [ X ] (1)
(b) [ ]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,207,692 (2)(3)(4)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,207,692 (2)(3)(4)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,207,692 (3)(4)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ X ]
13. Percent of Class Represented by Amount in Row (11): 21.4%
14. Type of Reporting Person: CO
4
<PAGE> 5
- ------------
(1) Solely with respect to the matters, and to the extent, described in
Item 6 of this Amendment No. 3.
(2) Acting through its President, Mark A. Pappas.
(3) Solely in its capacity as the sole general partner of Paragon Coyote
Texas Ltd.
(4) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to
acquire up to 521,739 shares of the Stock. See Item 6.
5
<PAGE> 6
1. Name of Reporting Person:
Mark A. Pappas
2. Check the Appropriate Box if a Member of a Group:
(a) [ X ] (1)
(b) [ ]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,207,692 (2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,207,692 (2)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,207,692 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ X ]
13. Percent of Class Represented by Amount in Row (11): 21.4%
14. Type of Reporting Person: IN
6
<PAGE> 7
- ------------
(1) Solely with respect to the matters, and to the extent, described in
Item 6 of this Amendment No. 3.
(2) Solely in his capacity as the President of Paragon Management Group,
Inc.
(3) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to
acquire up to 521,739 shares of the Stock. See Item 6.
7
<PAGE> 8
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amend their Schedule 13D Statement dated March 30, 1998, as
amended by Amendment No. 1 thereto dated October 13, 1998, and by Amendment No.
2 thereto dated February 5, 1999, relating to the common stock, par value $0.001
per share (the "Stock"), of Coyote Sports, Inc., a Nevada corporation (the
"Issuer").
Because of the transactions described herein, the Reporting Persons,
James M. Probst (the Issuer's Chief Executive Officer) ("Probst") and Mel S.
Stonebraker (the Chairman of the Issuer's Board of Directors) ("Stonebraker")
may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of
the Act solely with respect to the matters, and to the extent, described in Item
6 of this Amendment No. 3. None of the Share amounts or percentages stated
herein incorporates or otherwise reflects the Share holdings of Probst or
Stonebraker. Reference is made to the Schedule 13D Statement filed on behalf of
Probst and Stonebraker with respect to the transactions described herein for
information in such regard.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 hereby partially is amended by adding to the end thereof the
following:
As of February 2, 1999, each of the Partnership, Probst and Stonebraker
entered into substantively identical voting agreements with Royal Precision,
Inc., a Delaware corporation ("RPI"). The voting agreement between the
Partnership and RPI is set forth as Exhibit 10.11 hereto (the "Voting
Agreement"). The description that follows of the Voting Agreement is not, and
does not purport to be, complete, and is qualified in its entirety by reference
to such Exhibit 10.11.
8
<PAGE> 9
Pursuant to the terms of the Voting Agreement, the Partnership has
agreed to (i) not transfer, sell, exchange, pledge or otherwise dispose of or
encumber any of its Shares or to make any offer or agreement relating to such
action at any time prior to the earlier of the completion of the merger
("Merger") between RPI and RP Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of the Issuer, contemplated by the merger agreement
pertaining to the Merger (the "Merger Agreement") or the termination of the
Merger Agreement, (ii) vote its Shares in favor of approval of the Merger
Agreement and the Merger, the terms thereof and each of the transactions
contemplated thereby, and any matter necessary to facilitate the Merger, (iii)
vote its Shares against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other agreement or obligation of
the Issuer under the Merger Agreement, (iv) vote its Shares against any
extraordinary corporate transaction, such as a merger, consolidation or any
business combination involving the Issuer or its subsidiaries, (v) vote its
Shares against a sale, lease or transfer of a material amount of assets by the
Issuer or its subsidiaries other than in the ordinary course of business, (vi)
vote its Shares against any other action involving the Issuer or its
subsidiaries that is intended or that reasonably could be expected to impede,
interfere with, delay, postpone or materially adversely affect the Merger and
the transactions contemplated by the Merger Agreement, (vii) not solicit proxies
or to become a participant in a solicitation or otherwise encourage, or assist
any party in taking or planning any action that would compete with, restrain or
otherwise serve to interfere with or inhibit the timely consummation of the
Merger in accordance with the terms of the Merger Agreement, (viii) not initiate
a stockholders' vote or action by consent of Issuer stockholders with respect to
another acquisition proposal or an alternative transaction, (ix) not become a
member of a group (as such term is defined in Section 13(d) of the Act) with
respect to any voting securities of the Issuer with respect to another
acquisition proposal or alternative transaction, (x) not have discussions with
any third party concerning an alternative transaction, and (xi) not permit any
officer, director, employee, controlled affiliate, investment banker or other
agent of the Partnership to solicit, engage in discussions or negotiate with any
person or take any other action intended or designed to facilitate the efforts
of any person, other than RPI, relating to an alternative transaction or provide
information with respect to the Issuer or any of the Issuer's subsidiaries to
any person, other than RPI, relating to a possible alternative transaction by
any person, other than RPI, or enter into any agreement with any person, other
than RPI, providing for an alternative transaction or make or authorize any
statements, recommendation or solicitation in support of any possible
alternative transaction by any person, other than RPI.
Pursuant to the Voting Agreement, the Partnership has appointed Raymond
J. Minella and Tom Schneider, or either of them, as its proxy and
attorney-in-fact to vote its Shares in accordance with the immediately-preceding
paragraph.
Reference is made to the Form 8-K dated February 2, 1999, filed by the
Issuer for information with respect to the Merger.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no other contracts, arrangements, understandings or
relationships with respect to the Stock owned by the Reporting Persons.
9
<PAGE> 10
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 hereby partially is amended by adding at the end thereof the
following:
Exhibit 10.11 -- Voting Agreement as of February 2, 1999, by and between Royal
Precision, Inc. and Paragon Coyote Texas Ltd.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
10
<PAGE> 11
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: February 16, 1999
PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation, General Partner
By: /s/ Mark A. Pappas
Mark A. Pappas, President
PARAGON MANAGEMENT GROUP, INC.,
a Texas corporation
By: /s/ Mark A. Pappas
Mark A. Pappas, President
/s/ Mark A. Pappas
MARK A. PAPPAS
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
10.1 Loan Agreement dated as of March 19, 1998 by and among Coyote
Sports, Inc., Mel S. Stonebraker, James M. Probst and Paragon
Coyote Texas Ltd., previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.2 $6,000,000 Promissory Note dated as of March 19, 1998 made by
Coyote Sports, Inc. in favor of Paragon Coyote Texas Ltd.,
previously filed with the Schedule 13D Statement dated March
30, 1998.
10.3 Registration Rights Agreement dated as of March 19, 1998 by
and between Coyote Sports, Inc. and Paragon Coyote Texas Ltd.,
previously filed with the Schedule 13D Statement dated March
30, 1998.
10.4 Security Agreement dated as of March 19, 1998 by and between
Mel S. Stonebraker, as Pledgor, and Paragon Coyote Texas Ltd.,
as Secured Party, previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.5 Security Agreement dated as of March 19, 1998 by and between
James M. Probst, as Pledgor, and Paragon Coyote Texas Ltd., as
Secured Party, previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.6 Section 3 Agreement dated as of March 19, 1998 by and among
Robert W. Tennent, Special Trustee of the Tennent Family Trust
dated as of November 20, 1989, Coyote Sports, Inc. and Paragon
Coyote Texas Ltd., previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.7 $6,000,000 Promissory Note dated as of March 19, 1998 made by
Paragon Coyote Texas Ltd. in favor of Don & Marty Management
Group, Inc., previously filed with the Schedule 13D Statement
dated March 30, 1998.
10.8 Pledge Agreement dated as of March 19, 1998 by and between
Paragon Coyote Texas Ltd., as Pledgor, and Don & Marty
Management Group, Inc., as Secured Party, previously filed
with the Schedule 13D Statement dated March 30, 1998.
10.9 Consulting Agreement dated as of October 7, 1998 by and
between Coyote Sports, Inc. and Paragon Coyote Texas Ltd.,
previously filed with Amendment No. 1 to the Schedule 13D
Statement dated October 13, 1998.
10.10 First Amendment to Loan Agreement effective as of December 30,
1998, by and among Coyote Sports, Inc., Mel S. Stonebraker,
James M. Probst and Paragon Coyote Texas Ltd., previously
filed with Amendment No. 2 to the Schedule 13D Statement dated
February 5, 1999. 10.11 Voting Agreement as of February 2,
1999, by and between Royal Precision, Inc. and Paragon Coyote
Texas Ltd., filed herewith.
</TABLE>
12
<PAGE> 13
<TABLE>
<S> <C>
10.11 Voting Agreement as of February 2, 1999, by and between Royal
Precision, Inc. and Paragon Coyote Texas Ltd., filed herewith.
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 10.11
COYOTE SPORTS, INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of
February 2, 1999, by and between Royal Precision, Inc., a Delaware corporation
("Royal"), and Paragon Coyote Texas, Ltd. (the "Stockholder").
RECITALS
A. Concurrently with the execution of this Agreement, Coyote Sports,
Inc., a Nevada corporation ("Coyote"), RP Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Coyote ("Coyote Sub"), and Royal
are entering into an Agreement and Plan of Merger (the "Merger Agreement") which
provides for the merger (the "Merger") of Coyote Sub with and into Royal.
Pursuant to the Merger, each share of capital stock of Royal will be converted
into the right to receive one share of a new class of Coyote Convertible
Preferred Stock, authorized by Coyote, on the basis described in the Merger
Agreement.
B. The Stockholder is the record holder and beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of such number of shares of the outstanding capital stock of
Coyote as is indicated on the signature page of this Agreement (the "Shares").
C. As an inducement to Royal to enter into the Merger Agreement, the
Stockholder is willing to enter into and be bound by this Agreement pursuant to
which the Stockholder agrees not to transfer or otherwise dispose of any of the
Shares, or any other shares of capital stock of Coyote acquired hereafter and
prior to the Expiration Date (as defined in Section 1.1 below, except as
otherwise permitted hereby), to vote the Shares and any other such shares of
capital stock of Coyote so as to approve an increase in the number of authorized
shares of Coyote Preferred Stock and the issuance of Coyote Convertible
Preferred Stock and to facilitate consummation of the Merger and to grant Royal
a proxy with respect to the Shares upon the terms set forth herein.
D. All terms not otherwise defined herein shall have their respective
meanings set forth in the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance. The Stockholder agrees not to
transfer (except as may be specifically required by court order), sell,
exchange, pledge or otherwise dispose of or encumber any of the Shares
or any New Shares, as defined in Section 1.2 below, or to make any
offer or agreement relating to any such action, at any time prior to
<PAGE> 2
the Expiration Date. As used herein, the term "Expiration Date" shall
mean the earlier to occur of (i) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the
Merger Agreement and (ii) such date and time as the Merger Agreement
shall be validly terminated pursuant to the terms thereof.
1.2 Additional Purchases. The Stockholder agrees that any
shares of capital stock of Coyote (or securities convertible into,
exchangeable for or constituting the right to acquire, capital stock of
Coyote) that the Stockholder purchases or with respect to which the
Stockholder otherwise acquires beneficial ownership after the execution
of this Agreement and prior to the Expiration Date (including, without
limitation, in the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital
structure of Coyote affecting the Shares, or pursuant to the exercise
of any option) ("New Shares") shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted
Shares.
2. Agreement to Vote Shares. At every meeting of the stockholders
of Coyote called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Coyote with respect to any of the following, the Stockholder shall vote
(including any class vote) the Shares: (i) in favor of approval of the Merger
Agreement and the Merger, the terms thereof and each of the transactions
contemplated thereby, and any matter necessary to facilitate the Merger; (ii)
against any action or agreement that would result in a breach of any covenant,
representation or warranty or any other agreement or obligation of Coyote under
the Merger Agreement; (iii) against (x) any extraordinary corporate transaction,
such as a merger, consolidation or any other business combination involving
Coyote or its subsidiaries, (y) a sale, lease or transfer of a material amount
of assets by Coyote or its subsidiaries (other than in the ordinary course of
business) or (z) any reorganization, recapitalization, dissolution or
liquidation of Coyote, in each case other than the Merger and the transactions
contemplated by the Merger Agreement); or (iv) any other action involving Coyote
or its subsidiaries which is intended or which reasonably could be expected to
impede, interfere with, delay, postpone or materially adversely affect the
Merger and the transactions contemplated by the Merger Agreement (each of the
matters referred to in clauses (i) through (iv), a "Subject Matter"). This
Agreement is intended to bind the Stockholder only with respect to the specific
matters set forth herein.
3. Representations, Warranties and Covenants of the Stockholder.
The Stockholder hereby represents, warrants and covenants to Royal as follows:
3.1 Ownership of Shares. The Stockholder (i) is the record
holder and beneficial owner of the Shares, which at the date hereof and
at all times up until the Expiration Date will be free and clear of any
liens, claims, options, charges, voting trusts or agreements, proxies
or other encumbrances; (ii) does not beneficially own any shares of
capital stock of Coyote (or securities convertible into, exchangeable
for or constituting the right to acquire, capital stock of Coyote),
other than the Shares (and other than options to purchase the number of
shares of the common stock of Coyote, if any, indicated on the
signature page of this Agreement); and (iii) has full power and
authority to make, enter into and carry out the terms of this
Agreement.
-2-
<PAGE> 3
3.2 Stockholder Authority; No Conflict. This Agreement has
been duly authorized (to the extent that the Stockholder is not a
natural person), executed and delivered by the Stockholder and
constitutes the legal, valid and binding obligation of the Stockholder,
enforceable against the Stockholder in accordance with its terms,
except as limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors' rights generally and (ii) general
principles of equity, regardless of whether asserted in a proceeding in
equity or at law. Neither the execution and delivery of this Agreement
nor the consummation by the Stockholder of the transactions
contemplated hereby will result in a violation of, or a default under,
or conflict with, any contract, trust, commitment, agreement,
understanding, arrangement or restriction of any kind to which the
Stockholder is a party or bound or to which the Stockholder's Shares
are subject. Consummation by the Stockholder of the transactions
contemplated hereby will not violate, or require any consent, approval,
or notice under (except for any notice which may be required pursuant
to the Exchange Act), any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to tile Stockholder or the
Stockholder's Shares.
3.3 No Proxy Solicitations. The Stockholder will not, and will
not permit any entity under the Stockholder's control to: (i) solicit
proxies or become participants in a solicitation with respect to a CSI
Acquisition Proposal or CSI Alternative Transaction or otherwise
encourage or assist any party in taking or planing any action that
would compete with, restrain or otherwise serve to interfere with or
inhibit the timely consummation of the Merger in accordance with the
terms of the Merger Agreement; (ii) initiate a stockholders' vote or
action by consent of Coyote stockholders with respect to an Acquisition
Proposal or Alternative Transaction; or (iii) become members of a
"group" (as such term is used in Section 13(d) of the Exchange Act)
with respect to any voting securities of Coyote with respect to an
Acquisition Proposal or Alternative Transaction. Notwithstanding the
above, the Stockholder may take any actions in the Stockholder's role
as a director of Coyote permitted under the Merger Agreement.
3.4 Royal Reliance. The Stockholder understands and
acknowledges that Royal is entering into the Merger Agreement in
reliance upon the Stockholder's execution and delivery of this
Agreement. The Stockholder acknowledges that the irrevocable proxy set
forth in Section 4 is granted in consideration for the execution and
delivery of the Merger Agreement by Royal.
3.5 No Solicitation. Upon execution of this Agreement, the
Stockholder shall not have, or shall immediately terminate any
discussions with, any third party concerning an Alternative
Transaction. From and after the date of this Agreement until the
earlier of the Effective Time (as defined in the Merger Agreement) or
the termination of this Agreement in accordance with its terms, the
Stockholder shall not, and shall not permit any officer, director,
employee, controlled Affiliate, investment banker or other agent (in
such agency capacity) of the Stockholder to, directly or indirectly,
(i) solicit, engage in
-3-
<PAGE> 4
discussions or negotiate with any Person (whether such discussions or
negotiations are initiated by the Stockholder or otherwise) or take any
other action intended or designed to facilitate the efforts of any
Person, other than Royal, relating to an Alternative Transaction, (ii)
provide information with respect to Coyote or any of its Subsidiaries
to any Person, other than Royal, relating to a possible Alternative
Transaction by any Person, other than Royal, (iii) enter into an
agreement with any person, other than Royal, providing for a possible
Alternative Transaction, or (iv) make or authorize any statement,
recommendation or solicitation in support of any possible Alternative
Transaction by any Person, other than by Royal. Notwithstanding the
above, the Stockholder may take any actions in the Stockholder's role
as a director of Coyote permitted under the Merger Agreement.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
4.1 The Stockholder hereby irrevocably grants to, and
appoints, each of Raymond J. Minella and Tom Schneider or either of
them, the Stockholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of the Stockholder,
to vote such Stockholder's Shares, or grant or not grant a consent or
approval in respect of such Shares, at any meeting of shareholders of
Coyote or at any adjournment thereof or in any other circumstances,
including, without limitation, a solicitation of stockholder consents
to action without a meettng, upon which the Stockholder's vote, consent
or other approval is sought, in respect of any Subject Matter.
4.2 Revocation of Any Other Proxies. The Stockholder
represents that any proxies heretofore given in respect of the
Stockholder's Shares are not irrevocable, and that any such proxies are
hereby revoked.
4.3 Proxy Granted to Royal Irrevocable. The Stockholder hereby
affirms that the irrevocable proxy set forth in this Section 4.1 is
given in connection with the execution of the Merger Agreement, and
that such irrevocable proxy is given to secure the performance of the
duties of the Stockholder under this Agreement. The Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest
and may under no circumstances be revoked, except, that this proxy
shall expire on the Expiration Date. The Stockholder hereby ratifies
and confirms all that such irrevocable proxy may lawfully do or cause
to be done by virtue hereof. Such irrevocable proxy (expiring on the
Expiration Date) is executed and intended to be irrevocable in
accordance with the provisions of the Nevada General Corporation Law
(the "NGCL").
5. Certain Events. The Stockholder agrees that this Agreement and
the obligations hereunder shall attach to the Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation the Stockholder's constituent partners or its successors.
-4-
<PAGE> 5
6. Additional Documents. The Stockholder hereby covenants and
agrees to execute and deliver any additional documents necessary or desirable,
in the reasonable opinion of Royal, to carry out the intent of this Agreement.
7. Consent and Waiver. The Stockholder hereby gives any consents
or waivers that are reasonably required for the consummation of the Merger under
the terms of any agreements to which the Stockholder is a pattty or pursuant to
any rights the Stockholder may have.
8. Termination. This Agreement shall terminate and shall have no
further force or effect as of the Expiration Date.
9. Miscellaneous.
9.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, then the rernainder
of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
9.2 Binding Effect and Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted
assigns, but, except as otherwise specifically provided herein, neither
this Agreement nor any of the rights, interests or obligations of the
Stockholder may be assigned by the Stockholder without the prior
written consent of Royal.
9.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution
and delivery of a written agreement executed by the party against whom
enforcement is sought.
9.4 Specific Performance; Injunctive Relief. The parties
hereto acknowledge that Royal will be irreparably harmed and that there
will be no adequate remedy at law for a violation of any of the
Covenants or agreements of the Stockholder set forth herein. Therefore,
it is agreed that, in addition to any other remedy or remedies that may
be available to Royal upon any such violation, Royal shall have the
right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to Royal at law or in
equity without posting any bond and without proving that monetary
damages would be inadequate.
9.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if
delivered in person, by cable, telegram or telex, or sent by mail
(registered or certified mail, postage prepaid, return receipt
requested) or overnight courier (prepaid) to the respective parties as
follows:
-5-
<PAGE> 6
If to Royal: Royal Precision, Inc.
15170 North Hayden Road
Scottsdale, Arizona 89260
Telecopier No.: (602) 627-0206
Telephone No.: (602) 627-0270
Attn:
With a copy to: White & Case
1155 Avenue of the Americas
New York, New York 10036
Telecopier No.: (212) 819-8200
Telephone No.: (212) 819-8331
Ann: Ward Atterbury, Esq.
If to the Stockholder: Paragon Coyote Texas, Ltd.
307 West 7th Street
Suite 1210
Fort Worth, TX 76102
Telecopier No.: (817) 810-0014
Telephone No.: (817) 810-0089
Attn.: Mark A. Pappas
With a copy to:
Telecopier No.:
Telephone No.:
Attn:
or to such other address or person's attention as any party may have
furnished to the other in writing in accordance herewith, except that
notices of change of address shall only be effective upon receipt.
9.6 Governing Law. The laws of the State of New York
(irrespective of its choice of laws, rules or principles) will govern
the validity of this Agreement, the construction of its terms and the
interpretation and enforcement of the rights and duties of the parties
hereto.
9.7 Entire Agreement. This Agreement and the Merger Agreement
contain the entire understanding of the parties with respect to the
subject mafter hereof, and supersede all prior negotiations and
understandings between the parties with respect to such subject matter.
-6-
<PAGE> 7
9.8 Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but which together
shall Constitute one and the same agreement.
9.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or
interpretation of this Agreement.
9.10 Waiver of Jury Trial. ROYAL AND THE STOCKHOLDER EACH
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OP OR
RELATING TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have caused this Voting
Agreement to be duly executed on the day and year first above written.
ROYAL PRECISION, INC.
By: /s/ [authorized signatory]
-------------------------------------
Title:
----------------------------------
PARAGON COYOTE, LTD.
By: Paragon Management Group, Inc.,
its General Partner
By: /s/ Mark Pappas, Pres.
-------------------------------------
Mark Pappas
President
685,953 shares of Common Stock
521,739 shares of Common Stock
subject to options
-7-
<PAGE> 1
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation, General Partner
By: /s/ Mark A. Pappas
Mark A. Pappas, President
PARAGON MANAGEMENT GROUP, INC.,
a Texas corporation
By: /s/ Mark A. Pappas
Mark A. Pappas, President
/s/ Mark A. Pappas
MARK A. PAPPAS
