<PAGE> 1
SCHEDULE 13D
(Rule 13D-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
10947N 10 4
(CUSIP Number)
Brian R. Blackmarr
4433 Belclaire
Dallas, Texas 75205
(214) 528-0440
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 22, 1998
--------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* 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).
<PAGE> 2
CUSIP NO. 10947N 10 4 13D PAGE 2 OF 10 PAGES
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Brian R. Blackmarr
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
-0-
Shares
-----------------------------------------
Beneficially 8 Shared Voting Power
774,646
Owned by
------------------------------------------
Each 9 Sole Dispositive Power
-0-
Reporting ------------------------------------------
10 Shared Dispositive Power
Person With 774,646
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 790,030
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 10.4% *
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
* After giving effect to the exchange of 242,760 shares of Common Stock for
non-voting Restricted Common Stock by certain other shareholders.
<PAGE> 3
CUSIP NO. 10947N 10 4 13D PAGE 3 OF 10 PAGES
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Edith A. Blackmarr
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
15,384
Shares
------------------------------------------
Beneficially 8 Shared Voting Power
774,646
Owned by
-----------------------------------------
Each 9 Sole Dispositive Power
15,384
Reporting -----------------------------------------
10 Shared Dispositive Power
Person With 774,646
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 790,030
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 10.4% *
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
* After giving effect to the exchange of 242,760 shares of Common Stock for
non-voting Restricted Common Stock by certain other shareholders.
<PAGE> 4
CUSIP NO. 10947N 10 4 13D PAGE 4 OF 10 PAGES
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
4433 Corporation
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas, United States
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
-0-
Shares
------------------------------------------
Beneficially 8 Shared Voting Power
774,646
Owned by
------------------------------------------
Each 9 Sole Dispositive Power
-0-
Reporting ------------------------------------------
10 Shared Dispositive Power
Person With 774,646
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 774,646
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 10.2% *
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO
- --------------------------------------------------------------------------------
* After giving effect to the exchange of 242,760 shares of Common Stock for
non-voting Restricted Common Stock by certain other shareholders.
<PAGE> 5
CUSIP NO. 10947N 10 4 13D PAGE 5 OF 10 PAGES
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1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Arrowanna, Ltd.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas, United States
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
774,646
Shares
------------------------------------------
Beneficially 8 Shared Voting Power
-0-
Owned by
------------------------------------------
Each 9 Sole Dispositive Power
774,646
Reporting ------------------------------------------
10 Shared Dispositive Power
Person With -0-
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 774,646
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 10.2% *
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) PN
- --------------------------------------------------------------------------------
* After giving effect to the exchange of 242,760 shares of Common Stock for
non-voting Restricted Common Stock by certain other shareholders.
<PAGE> 6
CUSIP NO. 10947N 10 4 13D PAGE 6 OF 10 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Stock, $.001 par value
per share (the "Common Stock"), of BrightStar Information Technology Group,
Inc., a Delaware corporation (the "Company"). The Company's principal
executive office is located at 10375 Richmond Avenue, Suite 1620, Houston,
Texas, 77042.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Brian R. Blackmarr ("Mr. Blackmarr"),
and his wife Edith Blackmarr ("Mrs. Blackmarr"), Arrowanna, Ltd, a Texas
family limited partnership ("Arrowanna"), and 4433 Corporation, a Texas
corporation. The foregoing persons signing this Schedule 13D are hereafter
referred to as the "Reporting Persons".
(b) The residence address of Mr. Blackmarr and Mrs. Blackmarr is 4433
Belclaire, Dallas, Texas 75205. The principal business address of Arrowanna
is 4433 Belclaire, Dallas, Texas 75205, and its principal business is managing
its investments. The principal business address of 4433 Corporation is 4433
Belclaire, Dallas, Texas 75205, and its principal business is acting as the
sole general partner of Arrowanna. Mr. and Mrs. Blackmarr are the only
directors and the only executive officers of 4433 Corporation.
(c) The present principal occupation of Mr. Blackmarr is serving as
the President of Brian R. Blackmarr and Associates, Inc. The present principal
occupation of Mrs. Blackmarr is managing her investments.
(d) None of the Reporting Persons has been convicted in a criminal
proceeding in the past five years (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, none of the Reporting Persons was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws of finding
any violation with respect to such laws.
(f) Both Mr. Blackmarr and Mrs. Blackmarr are citizens of the United
States.
Mr. Blackmarr is a 33 1/3% shareholder in 4433 Corporation, and Mrs.
Blackmarr is a 66 2/3% shareholder in 4433 Corporation. 4433 Corporation is
the sole general partner of Arrowanna.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of the Agreement and Plan of Exchange dated
December 18, 1997, by and among the Company and the holders of the capital
stock of Brian R. Blackmarr and Associates, Inc., Mr. Blackmarr acquired
774,646 shares of Common Stock and certain cash consideration in exchange for
all of his outstanding capital stock of Brian R. Blackmarr and Associates,
Inc. No funds were borrowed by Mr. Blackmarr for the acquisition of such
shares. These shares are "restricted securities," as such term is defined in
Rule 144(a)(3) under the Securities Act of 1933. The acquisition of Brian R.
Blackmarr and Associates, Inc. was part of a series of transactions in which
the Company acquired, pursuant to separate acquisition agreements, several
other companies. All of these acquisitions occurred contemporaneously with the
closing of the initial public offering of the Common Stock of the
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CUSIP NO. 10947N 10 4 13D PAGE 7 OF 10 PAGES
Company. On April 27, 1998, Mr. Blackmarr transferred all 774,646 shares to
Arrowanna, as allowed by the terms of both the Lock-up Agreement and Stock
Transfer Restriction Agreement described in Item 6 below.
Pursuant to the terms of the Agreement and Plan of Exchange dated
December 15, 1998, by and among the Company, BIT Group Services, Inc., a
Delaware corporation, and the holders of all of the outstanding capital stock
of BIT Group Services, Inc. and giving effect to the dissolution and
liquidation of BIT Investors, LLC, a Texas limited liability company ("BITI"),
Mrs. Blackmarr acquired 15,384 shares of Common Stock and $50,000 in cash in
exchange for all of her membership interest in BITI. No funds were borrowed by
Mrs. Blackmarr for the acquisition of such shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the shares of Common Stock reported
herein primarily for the purpose of investment. Although there is no present
intention to do so, the Reporting Persons may decide to make additional
purchases of Common Stock in the future either in the open market or in private
transactions, subject to its evaluation of the Company's business, prospects
and financial condition, the market for the Common Stock, other opportunities
available to the Reporting Persons, general economic conditions, money and
stock market conditions and other future developments.
Depending upon the results of the reviews and the other factors
mentioned above, the Reporting Persons, at any time, may decide to change their
intention with respect to the acquisition and/or retention of shares of Common
Stock, including, without limitation, a determination to increase, decrease or
entirely dispose of its holdings of Common Stock, although the Reporting
Persons currently have no intention to do so. However, the shares of Common
Stock currently held by the Reporting Persons (i) may be resold publicly only
following their effective registration under the Securities Act of 1933, as
amended, or pursuant to an exemption from the registration requirements of that
Act, such as Rule 144 thereunder, and (ii) may only be transferred in
accordance with the terms of both the Lock-up Agreement and Stock Transfer
Restriction Agreement.
Except as described in this Item 4, the Reporting Persons have not
formulated any plans or proposals which relate to or would result in any matter
required to be disclosed in response to paragraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Common Stock outstanding is
7,595,975. (After giving effect to the exchange of 242,760 shares of Common
Stock for non-voting Restricted Common Stock by certain other shareholders.)
Arrowanna currently owns 774,646 shares of Common Stock, representing 10.2% of
all issued and outstanding shares of Common Stock and Mrs. Blackmarr currently
owns 15,384 shares of Common Stock, representing .2% of all issued and
outstanding shares of Common Stock. 4433 Corporation, as the sole general
partner of Arrowanna, is also a beneficial owner of the 774,646 shares of Common
Stock. Mr. Blackmarr and Mrs. Blackmarr are the only directors and executive
officers of 4433 Corporation, and as such they are also beneficial owners of the
774,646 shares of Common Stock.
(b) Arrowanna possesses the sole power to vote and the sole power to
dispose of the 774,646 shares of Common Stock described in Item 5(a), above.
4433 Corporation, as the sole general partner of Arrowanna,
<PAGE> 8
CUSIP NO. 10947N 10 4 13D PAGE 8 OF 10 PAGES
possesses a shared power to direct the vote and a shared power to direct the
disposition of the shares held by Arrowanna. Being the only directors and
executive officers of 4433 Corporation, Mr. Blackmarr and Mrs. Blackmarr
possess a shared power to direct the vote and a shared power to direct the
disposition of the shares held by Arrowanna. Mrs. Blackmarr possesses the sole
power to vote and the sole power to dispose of the 15,384 shares of Common
Stock described in Item 5(a), above.
(c) The 774,646 shares of Common Stock owned by Arrowanna were
acquired by Mr. Blackmarr on April 22, 1998, upon closing of the Agreement and
Exchange Agreement described in Item 3. The 774,646 shares of Common Stock
were subsequently transferred to Arrowanna on April 27, 1998, as allowed by the
terms of both the Lock-up Agreement and Stock Transfer Restriction Agreement
described in Item 6 below.
The 15,384 shares of Common Stock owned by Mrs. Blackmarr were
acquired by her on April 22, 1998 giving effect to a certain share exchange and
the liquidation of BITI described in Item 3.
(d) No person other than the Reporting Persons is known to have the
right to direct the receipt of dividends from, or the proceeds from the sale
of, such securities beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUERS.
In connection with the initial public offering of the Company's Common
Stock, Mr. Blackmarr entered into a Lock-up Agreement with CIBC Oppenheimer, as
representative of the Company's underwriters, pursuant to which Mr. Blackmarr
agreed not to dispose of any shares of the Company's Common Stock during the
one year period immediately after April 16, 1998, without the prior approval of
such underwriters, except for certain permitted transfers ("Permitted
Transfers"). Permitted Transfers include gifts, transfers by will or the laws
of descent and distribution, and transfers to a family limited partnership
created for the benefit of Mr. Blackmarr's family; provided, in each case that
the transferee agrees to be bound by all the terms of the Lock-up Agreement.
In connection with the transfer of the Common Stock to Arrowanna, Arrowanna
entered into an Adoption Agreement pursuant to which Arrowanna agreed to bound
by all the terms of the Lock-up Agreement.
Mr. Blackmarr also entered into a Stock Transfer Restriction Agreement
with the Company, pursuant to which Mr. Blackmarr agreed not to dispose of any
shares of the Company's Common Stock during the 365 day period immediately
after April 22, 1998, except for Permitted Transfers. In connection with the
transfer of the Common Stock to Arrowanna, Arrowanna entered into an Adoption
Agreement pursuant to which Arrowanna agreed to bound by all the terms of the
Stock Transfer Restriction Agreement.
Except for such agreements, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons and any other person, with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finders' fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or loss, whether giving or
withholding of proxies. None of the securities of the Company beneficially
owned by the Reporting Persons are pledged or otherwise subject to a
contingency, the occurrence of which would give another person voting power or
investment power over such securities.
<PAGE> 9
CUSIP NO. 10947N 10 4 13D PAGE 9 OF 10 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Exchange Agreement dated December 18,
1997, by and among the Company and the holders of the
capital stock of Brian R. Blackmarr and Associates,
Inc., incorporated by reference to Exhibit 10.2 of
BrightStar Information Technology Group, Inc.'s
Registration Statement on Form S-1 (Registration No.
333-43209.)
Exhibit 2 Lock-Up Letter dated April 15, 1998, by Brian R.
Blackmarr and for the benefit of CIBC Oppenheimer and
the other underwriters.
Exhibit 3 Stock Transfer Restriction Agreement dated April 22,
1998, by and among BrightStar Information Technology
Group, Inc. and Brian R. Blackmarr.
Exhibit 4 Adoption Agreement dated April 16, 1998, by
Arrowanna, Ltd. and for the benefit of CIBC
Oppenheimer and the other underwriters.
Exhibit 5 Adoption Agreement dated April 20, 1998, by and among
Arrowanna, Ltd. and BrightStar Information Technology
Group, Inc.
Exhibit 6 Joint Filing Agreement
<PAGE> 10
CUSIP NO. 10947N 10 4 13D PAGE 10 OF 10 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 30, 1998
/s/ Brian R. Blackmarr
--------------------------------
Brian R. Blackmarr
<PAGE> 1
EXHIBIT 2
LOCKUP AGREEMENT
April 15, 1998
CIBC Oppenheimer Corp.
As Representative of the Several Underwriters
c/o Oppenheimer & Co., Inc.
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Re: Initial Public Offering of BrightStar Information Technology Group, Inc.
Gentlemen:
The undersigned, a holder of common stock ("Common Stock") or rights
to acquire Common Stock of BrightStar Information Technology Group, Inc. (the
"Company"), understands that the Company has filed a Registration Statement on
Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") for the registration of 4,312,500 shares of
Common Stock (including 562,500 shares subject to an over-allotment option on
the part of the Underwriters) (the "Offering"). The undersigned further
understands that you are contemplating entering into an Underwriting Agreement
with the Company in connection with the Offering.
In order to induce the Company, you and the other Underwriters to
enter into the Underwriting Agreement and to proceed with the Offering, the
undersigned agrees, for the benefit of the Company, you and the other
Underwriters, that should the Offering be effected, the undersigned will not,
without your prior written consent, directly or indirectly, make any offer,
sale, assignment, transfer, encumbrance, contract to sell, grant of an option
to purchase or other disposition of any Common Stock beneficially owned (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) by the undersigned on the date hereof or hereafter acquired, for a
period of one year subsequent to the date of the Underwriting Agreement except
for the following permitted dispositions:
(i) Any transfer of Common Stock as a gift or gifts, provided that
any donee thereof agrees in writing to be bound by the terms hereof to the same
extent as if such donee were the undersigned by execution of an Adoption
Agreement in the form of Exhibit A hereto;
(ii) A transfer of any Common Stock of the undersigned upon the
undersigned's death to his estate, heirs or devisees by will or the laws of
descent and distribution if each such transferee agrees
<PAGE> 2
CIBC Oppenheimer Corp.
April 15, 1998
Page 2
in writing to be bound by all of the provisions hereof to the same extent as if
such transferee were the undersigned by execution of an Adoption Agreement in
the form of Exhibit A hereto; and
(iii) A transfer of any Common Stock of the undersigned to a Family
Limited Partnership created for the benefit of the undersigned, undersigned's
spouse, undersigned's sibling(s) or direct ascendant(s) or descendant(s)
(including any adopted children) if such Family Limited Partnership agrees in
writing to be bound by all of the provisions of this Agreement to the same
extent as if such entity were the undersigned, by execution of an Adoption
Agreement in the form of Exhibit A hereto.
The undersigned, whether or not participating in the Offering,
confirms that he, she or it understands that the Underwriters and the Company
will rely upon the representations set forth in this agreement in proceeding
with the Offering. This agreement shall be binding on the undersigned and his,
her or its respective successors, heirs, personal representatives and assigns.
The undersigned agrees and consents to the entry of stock transfer instructions
with the Company's transfer agent against the transfer of Common Stock or
securities convertible into or exchangeable or exercisable for Common Stock
held by the undersigned except in compliance with this agreement.
Very truly yours,
/s/ BRIAN R. BLACKMARR
--------------------------------------
Signature
BRIAN R. BLACKMARR
--------------------------------------
Printed Name and Title (if applicable)
<PAGE> 1
EXHIBIT 3
STOCK TRANSFER RESTRICTION AGREEMENT
This Stock Transfer Restriction Agreement (this "Agreement") is made
effective April 22, 1998, between BRIGHTSTAR INFORMATION TECHNOLOGY GROUP,
INC., a Delaware corporation ("Parent"), and Brian R. Blackmarr,
("Shareholder").
WHEREAS, Parent and the Shareholder have entered into that certain
Agreement and Plan of Exchange dated December 18, 1997 ("Exchange Agreement")
by and among Parent and the holders of all of the outstanding capital stock of
BRIAN R. BLACKMARR AND ASSOCIATES, INC., a Texas corporation, which provides
for the issuance to Shareholder of certain Common Stock, $.001 par value per
share, of Parent ("Parent Common Stock");
WHEREAS, as required by the Exchange Agreement, certain restrictions
are to be placed on the disposition of the shares of Parent Common Stock to be
issued to the Shareholder pursuant to the Exchange Agreement and on any other
capital stock of Parent held by Shareholder.
NOW, THEREFORE, in consideration of the Exchange Agreement and the
premises and the agreements herein contained, and intending to be legally bound
hereby, the parties agree as follows:
1. Definitions.
(a) For purposes hereof, the term "Stock" shall mean any
capital stock of Parent now or at any time hereafter held of record or
beneficially by the Shareholder, including, without limitation, the Parent
Common Stock to be issued to the Shareholder pursuant to the Exchange
Agreement.
(b) The term "Disposition" shall mean any direct or
indirect transfer, assignment, gift, pledge, hypothecation, encumbrance or
other disposition.
(c) The term "Permitted Disposition" shall mean:
(i) A transfer of any Stock of the Shareholder upon
the Shareholder's death to his estate, heirs or devisees by will or
the laws of descent and distribution if each such transferee agrees in
writing to be bound by all of the provisions of this Agreement to the
same extent as if such transferee were the Shareholder by execution of
an Adoption Agreement in the form attached hereto as Exhibit A;
(ii) Any gift of Stock by the Shareholder to the
Shareholder's sibling(s) or direct lineal ascendent(s) or
descendent(s) (including any adopted children) (or to a trust created
for the benefit of any such sibling(s) or direct lineal ascendent(s)
or descendent(s)) if each such recipient of such gift agrees in
writing to be bound by all of the provisions of this Agreement to the
same extent as if such recipient were the Shareholder, by execution of
an Adoption Agreement in the form attached hereto as Exhibit A;
(iii) A transfer of any Stock of the Shareholder to
its shareholders if each such shareholder agrees in writing to be
bound by all of the provisions of this Agreement to the
<PAGE> 2
same extent as if such shareholder were the Shareholder, by execution
of an Adoption Agreement in the form attached hereto as Exhibit A; and
(iv) A transfer of any Stock of the Shareholder to a
Family Limited Partnership created for the benefit of the Shareholder,
Shareholder's spouse, Shareholder's sibling(s) or direct ascendant(s)
or descendant(s) (including any adopted children) if such Family
Limited Partnership agrees in writing to be bound by all of the
provisions of this Agreement to the same extent as if such shareholder
were the Shareholder, by execution of an Adoption Agreement in the
form attached hereto as Exhibit A.
2. Limitations on Dispositions. The Shareholder shall not make
any Disposition of any Stock during the period beginning on the date of this
agreement and for 365 days thereafter, except for a Permitted Disposition which
is not in violation of any federal or state securities laws.
3. Securities Laws Limitation. The Shareholder shall not make
any Disposition of any Stock at any time if such action would constitute (i) a
violation of the registration requirements of any federal or state securities
laws, (ii) a breach of any condition to any exemption from registration of the
Stock under any such laws, or (iii) a breach of any undertaking or agreement of
the Shareholder entered into pursuant to such laws or in connection with
obtaining an exemption thereunder. The Shareholder may dispose of the Stock in
compliance with the requirements of Rule 144 under the Securities Act of 1933
if not otherwise limited by this Agreement.
4. Standstill Agreement. During the two year period after the
date hereof, if Parent is engaged in an underwritten public offering of its
securities, the Shareholder shall not make any Disposition of any Stock on a
securities exchange or in the over-the-counter or any other public trading
market for whatever period of time and under such terms that Parent shall
direct by written notice given to the Shareholder based on the recommendation
of its underwriters; provided, however, that (i) such request shall not be for
a period extending longer than that applicable to management shareholders of
Parent; and (ii) any restrictions recommended by the underwriters shall not be
more restrictive than those imposed on the management shareholders of Parent.
5. Legal Opinion. Prior to any proposed Disposition (including a
Permitted Disposition) of any Stock by the Shareholder, and unless waived by
Parent, the Shareholder shall provide to Parent a written opinion of legal
counsel, which counsel and opinion shall be reasonably satisfactory to Parent,
to the effect that the proposed Disposition, which shall be accurately
described in such opinion, is in compliance with this Agreement and is
permitted by this Agreement and any other agreement to which the Shareholder is
a party restricting the transferability of such Stock. Any certificate
representing shares of Stock shall bear appropriate legends restricting the
sale or other transfer of such Stock in accordance with applicable federal or
state securities laws and in accordance with the provisions of this Agreement.
6. Legend; Stop Transfer Instructions. Parent shall place a
legend on either side of all certificates representing shares of Stock now
owned or hereafter acquired by the Shareholder, or any permitted transferee,
during the term of this
2
<PAGE> 3
Agreement to provide notice of the existence of this Agreement and its
applicability to any Disposition of Stock. The legend shall be in
substantially the following form:
BY THE TERMS OF A STOCK TRANSFER RESTRICTION AGREEMENT BETWEEN
THE HOLDER AND THE ISSUER HEREOF, CERTAIN RESTRICTIONS HAVE BEEN
PLACED UPON THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS
CERTIFICATE. THE COMPANY WILL FURNISH COPIES OF SUCH AGREEMENTS TO
THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN
REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR
REGISTERED OFFICE.
Parent also shall place stop transfer instructions with respect to such shares
of Stock in its stock transfer records for such purpose.
7. Breach. Any Disposition or attempted Disposition in breach of
this Agreement shall be void and of no effect. In connection with any such
voided Disposition, Parent may hold and refuse to transfer any Stock or
certificate therefor tendered for transfer, in addition and without prejudice
to any and all other rights and remedies which may be available to Parent.
8. Specific Enforcement. The Shareholder expressly agrees that
Parent will be irreparably damaged if this Agreement is not specifically
enforced. Upon a breach or threatened breach of the terms, covenants and/or
conditions of this Agreement by the Shareholder, Parent shall, in addition to
all other remedies, be entitled to a temporary or permanent injunction, without
showing any actual damage, and/or a decree for specific performance, in
accordance with the provisions hereof, against the Shareholder.
9. Certain Participation Provisions. Parent shall not allow any
of the officers and directors of Parent to include any shares of Parent Common
Stock owned by them in a public offering of Parent Common Stock registered
under the securities laws during the two-year period following the IPO Closing
Date (as defined in the Exchange Agreement) without allowing the owners of the
Founding Companies identified in the PPM (as defined in the Exchange
Agreement), who received restricted Parent Common Stock in the sale of the
stock or assets of the Founding Companies to Parent, to have the opportunity to
include in such an offering the restricted shares of Parent Common Stock
received by them as a result of such stock or asset sales, on the same terms
and conditions as for said officers and directors, and in relative amounts pro
rata to the number of shares of restricted Parent Common Stock owned by the
above parties who participate in such an offering.
10. Governing Law; Successors and Assigns. This Agreement shall
be governed by the laws of the State of Texas and shall be binding upon the
heirs, personal representatives, executors, administrators, and permitted
successors and assigns of the parties.
11. Waivers. No waiver of any breach or default hereunder shall
be considered valid unless in writing, and no such waiver shall be deemed a
waiver of any subsequent breach or default of the same or similar nature.
3
<PAGE> 4
12. Severability. If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such
illegal, invalid or unenforceable provision were not contained herein.
13. Captions. Captions are for convenience only and are not
deemed to be part of this Agreement.
14. Counterparts. 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.
15. Notices. Any notice, reply or other communication required or
permitted to be given under this Agreement must be given in writing and may be
served by depositing the same in the United States mail, certified, postage
prepaid, and addressed to the party or parties to be notified, or by delivering
such notice in person to such party or parties. Such notice shall be effective
upon receipt by the party to whom the notice is to be given. For the purposes
of this Section 15, the address of Parent shall be:
BrightStar Information Technology Group, Inc.
Attention: President
10375 Richmond Avenue, Suite 1620
Houston, Texas 77042
The address of the Shareholder shall be the Shareholder's address as shown on
the signature page hereto or on an Adoption Agreement. Parent and the
Shareholder shall have the right to change its or his address by giving written
notice of the new address to the other party to this Agreement.
This Agreement is executed by the parties hereto and shall be
effective as of the date first above written.
PARENT: SHAREHOLDER:
BrightStar Information
Technology Group, Inc.
/s/ BRIAN R. BLACKMARR
-------------------------------------
(Signature)
By: /s/ THOMAS A. HUDGINS Print
--------------------------------- Name: BRIAN R. BLACKMARR
Thomas A. Hudgins, Executive Vice --------------------------------
President Address: 4433 Belclaire
-----------------------------
Dallas, Texas 75205
-----------------------------
-----------------------------
(please print)
4
<PAGE> 1
EXHIBIT 4
EXHIBIT A
ADOPTION AGREEMENT
This Adoption Agreement ("Agreement") is executed pursuant to the
terms of that certain Lockup Agreement dated April 15, 1998 for the restriction
of transfer of Common Stock of BrightStar Information Technology Group, Inc., a
Delaware corporation, between Brian R. Blackmarr and CIBC Oppenheimer Corp., as
Representative of the Underwriters to the Company (the "Lockup Agreement").
Capitalized terms not otherwise defined herein shall have the meanings given to
them in the Lockup Agreement. By the execution of this Adoption Agreement, the
undersigned agrees as follows:
1. Acknowledgment. Subject to the execution hereof, the
undersigned transferee ("Transferee") is to acquire certain shares of
the Common Stock of the Company, as permitted by the Lockup Agreement,
and such shares will be subject to the terms and conditions of the
Lockup Agreement.
2. Agreement. The Transferee agrees that shares of
Company Common Stock acquired by the Transferee subject to the Lockup
Agreement shall in the Transferee's hands be bound by and subject to
the terms of the Lockup Agreement with the same force and effect as if
the Transferee were originally a party thereto as a shareholder of the
Company.
3. Notice. Any notice required or permitted by the
Lockup Agreement shall be given to the Transferee at the address set
forth by the Transferee's signature below.
Dated: April 16, 1998.
TRANSFEREE: ARROWANNA, LTD., a Texas
Limited Partnership
By: 4433 Corporation, General Partner
/s/ BRIAN R. BLACKMARR
------------------------------------------
(Signature)
By: Brian R. Blackmarr, President
-------------------------------
Address: 4433 Belclaire
------------------------
Dallas, Texas 75248
------------------------
ACCEPTED AND AGREED TO:
CIBC OPPENHEIMER CORP., REPRESENTATIVE
OF THE UNDERWRITERS
By:
---------------------------------------
(Signature)
Name:
-------------------------------------
Title:
------------------------------------
<PAGE> 1
EXHIBIT 5
EXHIBIT A
ADOPTION AGREEMENT
This Adoption Agreement ("Agreement") is executed pursuant to the
terms of that certain Stock Transfer Restriction Agreement effective as of
April ___, 1998 (the "Restriction Agreement"), by and among BRIGHTSTAR
INFORMATION TECHNOLOGY GROUP, INC., a Delaware corporation (the "Corporation"),
and __________________________________, who is the Shareholder defined therein.
Capitalized terms not otherwise defined herein shall have the meanings given to
them in the Restriction Agreement. By the execution of this Adoption
Agreement, the undersigned agrees as follows:
1. Acknowledgment. Subject to the execution hereof, the
undersigned is to acquire certain shares of the Common Stock, par
value $.001, of the Corporation (the "Stock"), and that such shares
will be subject to the terms and conditions of the Restriction
Agreement.
2. Agreement. The undersigned agrees that shares of the
Stock acquired by the undersigned shall be bound by and subject to the
terms of the Restriction Agreement, and hereby adopts the Restriction
Agreement with the same force and effect as if the undersigned were
originally a party thereto and named as a Shareholder therein.
3. Notice. Any notice required or permitted by the
Restriction Agreement shall be given to the undersigned at the address
set forth by the undersigned's signature below.
EXECUTED and DATED as of ________________________, 199_.
TRANSFEREE:
--------------------------------------
(Signature)
Address:
------------------------------
------------------------------
------------------------------
ACCEPTED AND AGREED TO:
BRIGHTSTAR INFORMATION
TECHNOLOGY GROUP, INC.
By:
-----------------------------------
(Signature)
Name:
---------------------------------
Title:
--------------------------------
<PAGE> 1
EXHIBIT 6
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, par value $0.001 per
share, of Common Stock of BrightStar Information Technology Group, Inc. and
that this Agreement may be executed in any number of counterparts all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
30th day of April, 1998.
BRIAN R. BLACKMARR
/s/ BRIAN R. BLACKMARR
----------------------------------
EDITH A. BLACKMARR
/s/ EDITH A. BLACKMARR
----------------------------------
ARROWANNA LTD.
4433 CORPORATION, GENERAL PARTNER
By: /s/ BRIAN R. BLACKMARR
-------------------------------
Brian R. Blackmarr, President
4433 CORPORATION
By: /s/ BRIAN R. BLACKMARR
-------------------------------
Brian R. Blackmarr, President
