SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
AremisSoft Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
040036-10-6
(CUSIP Number)
Info-quest SA
25 Pantou Street
17671 Kallithea, Athens, Greece
Attn: Theodoros Fessas
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 8, 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. |_|
Check the following box if a fee is being paid with the statement. |_| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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. 040026-10-6
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1. NAME OF REPORTING PERSON INFO-QUEST SA
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a |_|
N/A b |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC and BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of Greece
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7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------
OWNED 8. SHARED VOTING POWER
BY EACH
REPORTING 6,533,630
PESON WITH -------------------------------
9. SOLE DISPOSITIVE POWER
3,040,000
-------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,533,630
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.18%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGES, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
Item 1. Security and Issuer.
This statement relates to the voting Common Stock, $.001 par value, of
AremisSoft Corporation, a Delaware corporation ("AremisSoft" or the "Company").
The address of the Issuer's (AremisSoft's) principal executive offices is 123
Strovolos Avenue, 2092 Nicosia, Cyprus.
Item 2. Identity and Background.
The person filing this statement and the person enumerated in Instruction C
of Schedule 13D, its place of organization, directors, executive officers and
controlling person, is as follows:
Info-quest SA ("Info-quest") is a corporation organized under the laws of
Greece. The directors of Info-quest are Theodoros Fessas, John Malamas, George
Papadopoulos and Konstantina Athanasopoulou. Mr. Fessas is the Managing
Director, President and Chief Executive Officer of Info-quest. Mr. Popadopoulos
is the General Manager and Mr. Malamas is the General Financial Manager of
Info-quest. The principal business address and principal office of Info-quest
is, 25 Pantou Street, 17671 Kallithea, Athens, Greece. The principal business of
Info-quest is providing computer consulting, hardware installation and related
services.
Neither Info-quest nor any of the executive officers or directors of
Info-quest have, during the past five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to United States federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On October 8, 1999, Info-quest completed its acquisition of an aggregate of
3,040,000 shares of the voting Common Stock of AremisSoft. The funds for the
acquisitions were from Info-quest's working capital and from bank loans made by
NATIONAL BANK OF GREECE S.A., EFG EUROBANK S.A. and ERGOBANK S.A. The
acquisitions included the purchase of 1,600,000 shares from AremisSoft at a
purchase price of $11.00 per share for a total cash consideration of
$17,600,000. Simultaneously with the acquisition of shares from AremisSoft,
Info-quest acquired an additional 1,200,000 shares from LK Global (Holdings) NV,
a shareholder of AremisSoft, at a purchase price of $11.00 per share for a total
cash consideration of $13,200,000. In market purchases from September 7, 1999 to
September 21, 1999, Info-quest acquired an aggregate of 240,000 shares for total
cash consideration of $3,197,167.93. These purchases included 3,000 shares at
$12.50 per share, 25,000 shares at $13.6193 per share, 27,000 shares at $13.9236
per share, 15,000 shares at $13.5833, 25,000 shares at $13.22 per share, 6,200
shares at $12.5927 per share, 16,000 shares at $13.4434 per share, 5,500 shares
at $13.4716 per share, 75,000 shares at $13.0673 per share, 5,000 shares at
$13.25 per share, 19,300 shares at $13.2293 per share and 18,000 shares at
$13.3396 per share. The acquisitions from AremisSoft and LK Global (Holdings)
each closed three (3) days after termination of the waiting period under the
Hart Scott Rodino Act, which occurred on October 5, 1999. As a result of a
voting agreement entered into at the time of the transaction with LK Global
(Holdings), described in Item 6 below, Info-quest may be deemed to be the
beneficial owner of the shares held by LK Global (Holdings).
<PAGE>4
Item 4. Purpose of the Transactions.
Info-quest acquired the 3,040,000 shares of AremisSoft Common Stock for
investment purposes.
a. Info-quest, subject to and depending upon availability at prices deemed
favorable by Info-quest, may purchase additional shares of the Company's Common
Stock from time to time in the open market or in privately negotiated
transactions with third parties. Affiliates of Info-quest, or others, may, from
time to time, purchase additional shares. Further, while it is not the present
intention of Info-quest to do so, it reserves the right to dispose of the shares
of Common Stock held by it in the open market, in privately negotiated
transactions with third parties or otherwise, depending upon market conditions
and other factors.
b. Other than the appointment of additional directors to AremisSoft's Board
of Directors, pursuant to the acquisition described herein and the voting
agreement described in Item 6 below, Info-quest has no other current plans or
proposals which relate to or would result in any of the following:
(i) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving AremisSoft or any of its
subsidiaries;
(ii) A sale or transfer of a material amount of assets of AremisSoft
or any of its subsidiaries;
(iii)Any change in the present board of directors or management of
AremisSoft, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
(iv) Any material change in the present capitalization or dividend
policy of AremisSoft;
(v) Any other material change in AremisSoft's business or corporate
structure;
(vi) Changes in AremisSoft's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of AremisSoft by any person;
(vii)Causing a class of securities of AremisSoft to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) A class of equity securities of AremisSoft becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(ix) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
As a result of the acquisitions described in Item 3 above, Info-quest now
holds 3,040,000 shares of AremisSoft Common Stock, representing approximately
20.09% of AremisSoft's issued and outstanding shares. As a result of the voting
agreement entered into with LK Global (Holdings) and described in Item 6 below,
Info-quest may be deemed to be the beneficial owner of the AremisSoft shares
held by LK Global (Holdings) and LK Global (Holdings) may be deemed to be the
beneficial owner of the shares held by Info-quest. LK Global (Holdings) now
holds 3,493,631 shares, representing approximately 23.09% of AremisSoft's issued
and outstanding shares of Common Stock.
<PAGE>5
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
In connection with the transaction with LK Global (Holdings), Info-quest
entered into a voting agreement wherein Info-quest and LK Global (Holdings)
agree to vote all of the AremisSoft shares owned by them for a slate of
directors, seven of which are nominated by AremisSoft and three of which are
nominated by Info-quest, for a total of ten directors. Pursuant to the voting
agreement, both parties shall also agree on the voting of their shares on all
other matters. If Info-quest and LK Global (Holdings) cannot agree on the voting
of their shares for any particular matter, neither of the parties will vote
their shares on such matter. In the agreement with AremisSoft, Info-quest was
given a contractual pre-emptive right to participate in any new issuance of
securities by AremisSoft in an amount sufficient to maintain their percentage
ownership prior to the issuance on the same terms and conditions, including
price, as the new issuance of securities. In the agreement with LK Global
(Holdings), Info-quest was given a right of first refusal on any sales LK Global
(Holdings) may make on the same terms and conditions as that offered to bona
fide third party purchasers.
Item 7. Materials to be Filed as Exhibits.
A copy of the stock purchase agreement entered into with AremisSoft is attached
hereto as Exhibit A.
A copy of the stock purchase agreement entered into with LK Global (Holdings) NV
is attached hereto as Exhibit B.
A copy of the voting agreement entered into with LK Global (Holdings) NV is
attached hereto as Exhibit C.
///
<PAGE>6
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. This signature page may be executed in one or more
counterparts, each of which shall constitute one and the same instrument.
INFO-QUEST SA,
a Greek Corporation
Dated: October 14, 1999
Theodoros Fessas,
Chairman and Chief Executive Officer
<PAGE>7
STOCK PURCHASE AGREEMENT
BETWEEN
AREMISSOFT CORPORATION
A Delaware corporation
AND
INFO-QUEST SA
A Greek corporation
1,600,000 SHARES OF COMMON STOCK, PAR VALUE, $0.001
September 10, 1999
<PAGE>
Exhibit A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 10,
1999, is made and entered into by and between AremisSoft Corporation, a Delaware
corporation (the "Company") on the one hand and Info-quest SA,a corporation
organized under the laws of Greece (the "Purchaser") on the other hand.
Reference to dollars in this Agreement shall mean United States dollars.
W I T N E S S E T H
WHEREAS, the Company desires to sell shares of its Common Stock, par value
.001 per share (the "Common Stock") to Purchaser who is an "accredited investor"
as that term is defined in Rule 501(a) of Regulation D, promulgated by the
United States Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended (the "Securities Act") upon the terms and conditions
contained herein; and
WHEREAS, the Purchaser desires to purchase Common Stock upon the terms
and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the mutual
representations, warranties, covenants, and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. PURCHASES
1.1 Purchase of AremisSoft Common Stock. Upon the terms and subject
to the conditions set forth in this Agreement, the Purchaser hereby agrees to
purchase from the Company, and the Company hereby agrees to issue and sell to
the Purchaser, one million six hundred thousand (1,600,000) shares of Common
Stock (the "Common Stock").
1.2 Consideration. In consideration of the purchase in Section 1.1,
the Purchaser hereby agrees to pay to the Company seventeen million six hundred
thousand dollars ($17,600,000), or $11.00 per share (the "Consideration").
1.3 Transfer of Funds. Within eight (8) business days from the date of
execution of this Agreement, the Consideration provided for in Section 1.2 above
should be delivered into the escrow established pursuant to Section 1.6 of this
Agreement via wire transfer to an account and pursuant to wire transfer
instructions to be provided by the Escrow Agent appointed by the parties
pursuant to Section 1.6 below.
1.4. Transfer of the Common Stock. Within eight (8) business days from
the date of execution of this Agreement, the Company shall deliver into the
escrow established pursuant to Section 1.6 of this Agreement stock
certificate(s) evidencing one million six hundred
<PAGE>
thousand (1,600,000) shares of AremisSoft Common Stock issued in the name of the
Purchaser or in a different manner as the Purchaser shall determine and instruct
Company in writing.
1.5. Conditions to the Closing. The purchase of the Common Stock shall be
completed at a Closing on the Closing Date as provided for in Section 1.6 of
this Agreement when all of the following conditions have been satisfied:
1.5.1. The Consideration provided for in Section 1.2 of this
Agreement has been received into the escrow, via wire transfer, as provided for
in Section 1.3 of this Agreement.
1.5.2. The Common Stock have been delivered into the escrow as
provided for in Section 1.4 of this Agreement.
1.5.3. The waiting period under the Hart-Scott-Rodino Act codified
at Section 7A of the Clayton Act has expired.
1.5.4. Any other regulatory approvals required to be obtained
prior to the Closing have been obtained by the Parties.
1.5.5. The simultaneous closing of the Stock Purchase Agreement
between Purchaser and LK Global (Holdings) NV of even date herewith.
1.6. The Closing; Closing Date. The Closing Date shall occur three (3)
days after all of the conditions set forth in Section 1.5 of this Agreement have
been satisfied (the "Closing Date"). The Closing shall occur at the offices of
Bartel Eng Linn & Schroder, 300 Capitol Mall, Suite 1100, Sacramento, CA, 95814,
or at such other time and place mutually agreed upon by the Parties. The parties
agree to execute a separate escrow agreement between the parties and an Escrow
Agent mutually acceptable to the Parties setting forth the duties and
responsibilities of the escrow, a form of which is attached hereto as Exhibit
"A".
1.7. Deliveries at the Closing. Upon the terms and conditions set forth
in this Agreement, at the Closing and on the Closing Date, the Escrow Agent
shall make the following deliveries, provided that all of the conditions set
forth in Section 1.5 of this Agreement have been satisfied:
(a) Deliveries to the Company at the Closing. At the Closing, the
Escrow Agent shall deliver to the Company, via wire transfer pursuant to
instructions provided to the Escrow Agent prior to the Closing, seventeen
million six hundred thousand dollars ($17,600,000) in immediately available
funds; and
(b) Deliveries the Purchaser at the Closing. At the Closing, the
Escrow Agent shall deliver to the Purchaser the stock certificate(s) evidencing
one million six hundred thousand (1,600,000) shares of AremisSoft Common Stock
issued in the name of the Purchaser or in a different manner as the Purchaser
shall have determined and instructed the Company in writing prior to the Closing
and a check or wire transfer representing all interest accrued on the
Consideration during the escrow period less the amount of $22,500 representing
one half of the Federal Trade Commission filing fee to be reimbursed to the
Company.
<PAGE>
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchaser that on the date
hereof and on the Closing Date:
2.1 Due Organization; Good Standing and Corporate Power.The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
carry on its business as now conducted and as proposed to be conducted, and to
own, lease and operate any properties related to such business, except where the
failure to have such power and authority would not individually or in the
aggregate have a Material Adverse Effect (as defined below). For purposes of
this Agreement, a "Material Adverse Effect" shall mean an event that could
reasonably be expected to have a material adverse effect on the business of the
Company, or on its results of operations, properties or financial condition;
including, but not limited to, any event which reasonably could be expected to
result in a potential liability to the Company either individually or in the
aggregate in excess of ten percent (10%) of its current assets as reflected on
the Company's audited financial statements for the period ended December 31,
1998.
2.2 Capitalization and Voting Rights.
2.2.1 On the Closing Date, the authorized capital stock of the
Company will consist of 85,000,000 shares of Common Stock, of which 13,530,051
shares shall be issued and outstanding, before the issuance of the Common
Stock, and 15,000,000 shares of Preferred Stock, par value .001 per share, of
which no shares are issued and outstanding. All of such issued and outstanding
shares of Common Stock will be validly issued, fully paid and the holders
thereof will not be entitled to any preemptive or other similar rights. The
rights, privileges, preferences and restrictions of the Common Stock and
Preferred Stock are as stated in the Company's Articles of Incorporation.
2.3 Authorization.
2.3.1 All corporate action on the part of the Company, its officers,
directors and stockholders necessary for the execution and delivery of this
Purchase Agreement and the sale and issuance of the Common Stock pursuant hereto
and the performance of the Company's obligations hereunder has been, or will be,
taken prior to the Closing Date.
2.3.2 The Common Stock when issued and delivered for the
consideration expressed and in compliance with the provisions of this Agreement,
will be duly authorized, validly issued, fully paid and nonassessable, will be
free of restrictions on transfer other than restrictions on transfer under this
Agreement and under applicable federal and state securities laws.
2.4 No Conflict; No Consents or Approvals Required. The Company is
not in violation or default of any provision of its articles of incorporation or
bylaws or in violation or default under any judgment, order, writ or decree or
agreement to which it is a party or by which
<PAGE>
it is bound, or, to the best of its knowledge, of any provision of any federal
or state statute, rule or regulation of any country applicable to the Company
which violation or default, or violations and defaults in the aggregate, would
have a Material Adverse Effect. Neither the execution and delivery of this
Agreement by the Company, nor the consummation by the Company of the
transactions contemplated therein will:
2.4.1 conflict with or violate any provision of th
Certificate of Incorporation or Bylaws of the Company;
2.4.2 conflict with or violate any law, rule, regulation,
ordinance, order, writ, injunction, judgment or decree applicable to the Company
or by which it or any of its properties or assets are bound or affected; or
2.4.3 conflict with or result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, cancellation,
suspension, revocation, impairment, forfeiture or nonrenewal of, or result in
the creation of any lien, charge or encumbrance on any of the properties or
assets of the Company pursuant to any of the terms, conditions or provisions of,
any material note, bond, mortgage, indenture, deed of trust, lease, permit,
license, franchise, authorization, agreement or other instrument or obligation
to which the Company is a party or by which the Company or any of its respective
properties or assets are bound or affected.
2.5 Disclosure. The Company has provided the Purchaser with copies of
the Company's final prospectus, dated April 22, 1999 (hereinafter the
"Prospectus"), relating to the Company's initial public offering of 3,300,000
shares of common stock, and the Company's SEC Form 10-Q for the quarter ended
June 30, 1999 (hereinafter the "Form 10-Q") as disclosure documents relating to
the Company's business and financial condition. Neither this Agreement, the
exhibits and schedules hereto, nor any other written statements or certificates
made or delivered by the Company to the Purchaser in connection herewith
including, but not limited to, the Company's Prospectus and Form 10-Q, contains
any untrue statement of a material fact or omits to state a material fact
necessary to make the statements herein and therein not misleading.
2.6 Offering. Assuming the accuracy of the representations set forth
in Section 3 hereof, the offer, sale and issuance of the Common Stock to the
Purchaser on the Closing Date as contemplated by this Agreement are exempt from
the registration requirements of the Securities Act.
2.7 Binding Effect. This Agreement and all other agreements and
instruments contemplated hereunder, constitute a valid and binding agreement of
the Company, enforceable in accordance with its respective terms subject to
applicable bankruptcy, insolvency, and other laws affecting the enforcement of
creditors' rights generally.
2.8 Financial Authorization. The consolidated balance sheet of the
Company as of December 31, 1998 (the "1998 Balance Sheet") and related
consolidated statement of operations, changes in stockholders' equity and cash
flows for the fiscal year then ended, reported on by Pannell Kerr Forster,
included in the Company's Prospectus, fairly present, in conformity with
<PAGE>
generally accepted accounting principles, the consolidated financial position of
the Company as of such date and results of operations and cash flows for such
fiscal year.
2.9 Intellectual Property. The Company has sufficient title and
ownership of all patents, trademarks, service marks, trade names, copyrights,
trade secrets, information, proprietary rights and processes necessary for its
business as now conducted without, to the knowledge of the Company, any conflict
with or infringement of the rights of others. The Company has not received any
communications alleging that it has violated or, by conducting its business as
proposed, would violate any of the patents, trademarks, service marks, trade
names, copyrights or trade secrets or other proprietary rights of any other
person or entity. The Company is not aware that any of its employees is
obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement, or subject to any judgment, decree or order of
any court or administrative agency, that would interfere with the use of his or
her best efforts to promote the interests of the Company, or that would conflict
with the Company's business as proposed to be conducted.
3 REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser represents and warrants that on the date hereof and on the
Closing Date:
3.1 Authorization. All action on the part of the Purchaser, and its
officers, directors and stockholders, necessary for the purchase of the Common
Stock pursuant hereto and the performance of the Purchaser's obligations
hereunder has been taken.
3.2 Purchase Entirely for Own Account. This Agreement is made with
the Purchaser in reliance upon such Purchase's representation to the Company,
which by the Purchaser's execution of this Agreement the Purchaser hereby
confirms, that the Common Stock to be purchased by the Purchaser are being
acquired for investment purposes for the Purchaser's own account and not with a
view to the resale or distribution of any part thereof except in accordance with
applicable federal and state securities laws.
3.3 Reliance Upon Purchaser's Representations. The Purchaser
understands that the Common Stock has not been registered under the Securities
Act on the grounds that the transactions contemplated by this Agreement and the
issuance of the Common Stock hereunder are exempt from registration under the
Securities Act pursuant to Section 4(2) thereof, and Regulation D promulgated
thereunder, and that the Company's reliance on such exemption is predicated on
the Purchaser's representations set forth herein.
3.4 Receipt of Information. The Purchaser has received all the
information, including, but not limited to, the Company's Prospectus and Form
10-Q, as well as all other information it considers necessary or appropriate for
deciding whether to purchase the Common Stock. The Purchaser further represents
that it has had the opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Common Stock
hereby, and the business, properties, prospects, and financial condition of the
Company and to obtain additional information (to the extent the Company
possessed such information or could
<PAGE>
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to the Purchaser or to which the Purchaser
has access.
3.5 Investment Experience. The Purchaser represents that it is
experienced in evaluating and investing in securities of companies in the
software and information technology industry space and acknowledges that it is
able to fend for itself, can bear the economic risk of the investment, and has
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment in the Common
Stock. The Purchaser further represents that it has not been organized solely
for the purpose of acquiring the Common Stock.
3.6 Accredited Investor. The Purchaser represents and warrants that
it is an "accredited investor" as that term is defined in SEC Rule 501(a) of
Regulation D, 17 C.F.R.
230.501(a).
3.7 Resales under SEC Rule 144. The Purchaser understands that the
Common Stock issued, or to be issued, hereunder may not be sold in the United
States or to a U.S. person, without registration under the Securities Act or an
exemption therefrom. Furthermore, the Purchaser understands that the Purchaser
will be deemed an "affiliate" under SEC Rule 144, 17 C.F.R. 230.144 ("Rule
144"), and that all resales of the Common Stock must be made in compliance with
Rule 144.
3.8 Restrictive Legend. Each certificate representing the Common
Stock shall (unless otherwise permitted or unless the securities evidenced by
such certificate shall have been registered under the Securities Act) be stamped
or otherwise imprinted with a legend in a form substantially as follows (in
addition to any legend required under applicable state securities laws):
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD, OFFERED TO SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED
EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE SECURITIES WHICH
IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 PROMULGATED UNDER THE
SECURITIES ACT OR (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE."
4. ADDITIONAL COVENANTS BY THE PARTIES
4.1 Board Representation. Upon the Purchaser's acquisition of an
aggregate of fifteen percent (15%) of the Company's issued and outstanding
shares of voting common stock, the Company shall increase the size of its Board
of Directors to nine (9)
<PAGE>
and shall appoint two (2) directors nominated by the Purchaser. Thereafter, for
so long as the Purchaser owns fifteen percent (15%) or more up to twenty percent
(20%) of the Company's issued and outstanding shares of voting common stock, the
Company shall include in its slate of director nominees the two (2) directors
nominated by the Purchaser at the Company's annual meeting of stockholders. Upon
the Purchaser's acquisition of an aggregate of twenty percent (20%) of the
Company's issued and outstanding shares of voting common stock, the Company
shall increase the size of its Board of Directors to ten (10) and shall appoint
another director for a total of three (3) directors nominated by the Purchaser.
Thereafter, for so long as the Purchaser owns twenty percent (20%) or more of
the Company's issued and outstanding shares of voting common stock, the Company
shall include in its slate of director nominees the three (3) directors
nominated by the Purchaser at the Company's annual meeting of stockholders.
Thereafter, in the event that the number of directors is changed, the Purchaser
shall be entitled to nominate thirty percent (30%) of the directors rounded to
the nearest whole number, provided however, if the Purchaser owns less than
twenty (20%) but more than fifteen percent (15%), then the number of directors
Purchaser may nominate shall be reduced to twenty two percent (22%) of the
directors rounded to the nearest whole number. However, in the event that
Purchaser owns less than fifteen percent (15%) but more than ten percent (10%),
then the number of directors Purchaser is entitled to nominate shall be reduced
to ten percent (10%) of the number of directors rounded to the nearest whole
number. Finally, if Purchaser owns less than ten percent (10%) of the Company's
issued and outstanding shares, then the Purchaser shall not be entitled to
nominate any director.
4.2 Standstill Agreement. Purchaser agrees that from and after the
date of this Agreement (the "Standstill Period"),the Purchaser will not, nor
will it permit any of its Affiliates to, from or after the date such person
becomes an Affiliate, without the prior approval of a majority vote (a
"Requisite Board Vote") of the directors who are not the directors nominated by
the Purchaser pursuant to this Agreement or otherwise Affiliates of the
Purchaser (the "Disinterested Directors") do any of the following:
4.2.1 acquire, or offer to acquire, whether by purchase, gift, or
by joining a partnership or other group (as defined in SEC Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), any shares of the Company's voting Common or Preferred Stock (the
"Voting Stock"), securities convertible into, exchangeable for, or exercisable
for Voting Stock, which would result in the Purchaser beneficially owning more
than fifty percent (50%) of the Company's voting stock as defined by SEC Rule
13d-3; or
4.2.2 (i) solicit, initiate or participate in any "solicitation"
of "proxies" or become a "participant" in any "election contest" (as such terms
are defined or used in Regulation 14A under the Exchange Act, disregarding
clause (iv) of Rule 14a-1(1)(2) and including any exempt solicitation pursuant
to Rule 14a-2(b)(1)); call, or in any way participate in a call for, any special
meeting of stockholders of the Company (or take any action with respect to
acting by written consent of the stockholders); request, or take any action to
obtain or retain any list of holders of any securities of the Company; initiate
or propose any stockholder proposal or participate in the making of, or solicit
stockholders
<PAGE>
for the approval of, one or more stockholder proposals relating to the Company's
Voting Stock; (ii) deposit any Voting Stock in a voting trust or subject them to
any voting agreement or arrangements, except as provided for herein; (iii) form,
join, or in any way participate in a group with respect to any shares of Voting
Stock, or any securities the ownership thereof would make the owner a beneficial
owner of Voting Stock; (iv) otherwise act to control or influence the Company or
the management, the Disinterested Directors, policies or affairs of the Company
(other than solely by and through directors nominated by the purchaser pursuant
to this Agreement); (v) to disclose any intent, purpose, plan or proposal with
respect to this Agreement or the Company, its Affiliates or the board of
directors, management, policies, or affairs or securities or assets of the
Company or its Affiliates that is inconsistent with this Agreement, including
any intent, purpose, plan or proposal that is conditioned upon, or that would
require the Company or any of its Affiliates to make public disclosure relating
to any such intent, purpose, plan, proposal or condition; or (vi) assist,
advise, encourage or act in concert with any person with respect to, or seek to
do, any of the foregoing.
4.3 Regulatory Compliance. The Parties agree to cooperate one with
the other in the preparation and filing of all required regulatory filings
including, but not limited to, the filing by Purchaser of a Schedule 13D and
Form 3 with the SEC and any notice filings with the Federal Trade Commission
under Section 7A of the Clayton Act.
4.4 Press Releases and Publicity. The parties agree not to issue any
press release or otherwise disclose the existence of this agreement or any
proposed business relationship between the parties without the prior written
consent of the other party unless such disclosure is required by U.S. Federal
Securities laws or the rules of the NASDAQ Stock Market. The consent of the
other party to a proposal for public disclosure shall not be unreasonably
withheld.
4.5 NASDAQ Listing. The Company agrees that it will not voluntarily
remove from listing on the NASDAQ Stock Market the Company's common stock,
unless it is to transfer such listing to another public securities market or
stock exchange in the United States. In addition, the Company agrees not to
voluntarily undertake any action which would result in the removal of the shares
from listing on the NASDAQ Stock Market.
4.6 Preemptive Rights. Purchaser shall have the right to acquire from
the Company an amount of any newly issued equity securities or convertible debt
securities which the Company may issue, from time to time, sufficient in
quantity to maintain Purchaser's percentage equity ownership immediately before
the issuance of the newly issued equity or convertible debt securities giving
effect to the conversion of any convertible debt or preferred stock ("Preemptive
Rights). The exercise of the Preemptive Rights granted pursuant to this Section
4.6 shall be on the same terms and conditions as the terms and conditions
applicable to the purchasers of the newly issued securities. The Preemptive
Rights granted to Purchaser shall also apply to the exercise of stock options
and warrants previously issued by the Company or covered under the Company's
stock option plans, except that the purchase price for the shares shall be at
<PAGE>
the fair market value of the shares at the time of issuance, and not the
exercise price of the stock option or warrant. The Company undertakes to
promptly notify Purchaser of any new issuances of equity or convertible debt
securities and Purchaser shall have fourteen (14) days from the date of said
notice in which to notify the Company of the exercise of Preemptive Rights.
Thereafter, Purchaser shall have thirty (30) days in which to purchase the
securities covered by the Preemptive Rights.
4.7. Lock-up Agreement. For a period of twelve (12) months from the
Closing Date (the "Lock-up Period") Purchaser agrees that it will not sell,
transfer, or otherwise dispose of any of the Company's shares it may own if the
transaction will result in Purchaser owning less than twenty percent (20%) of
the Company's issued and outstanding shares without the prior written consent of
the Company.
4.8. Right of First Refusal. As additional consideration for the sale of
the Common Stock to Purchaser pursuant to this Agreement, Purchaser grants to
the Company a right of first refusal to purchase any shares of the Company's
common stock owned by the Purchaser for which the Purchaser intends to sale,
transfer or otherwise dispose of on the same terms and conditions which the
Purchaser intends to sell to any bona fide third party. In this respect, the
Purchaser shall provide the Company with fourteen (14) days prior written notice
of any proposed sell, transfer, or other disposition of the Common Stock with a
description of the price and other terms and conditions applicable to the
transaction. If the Company elects to exercise its right of first refusal, then
it shall notify the Purchaser of the exercise of its right and shall transfer
the consideration and close the transaction within thirty (30) days from the
exercise of its right.
4.9. Registration Rights Agreement. As additional consideration for the
purchase of the Common Stock, the Purchaser shall be granted registration rights
on the Common Stock as more specifically provided for in the Registration Rights
Agreement attached hereto as "Exhibit A".
4.10. Terminating Event Prior to the Closing Date. If, prior to the
Closing Date the Company has materially breached any representation or warranty
in this Agreement or is in material breach of any of the covenants provided for
in tthis Agreement, or any of the events specified in Sections 4.10.1. through
4.10.6. below shall occur, then notwithstanding anything else to the contrary in
this Agreement the Purchaser may terminate this Agreement without any further
liability to the Company:
4.10.1. If the Board of Directors approves of, or the Company
incurs, any debt or issues any guarantee which in the
aggregate are in excess of $50 million;
4.10.2. If the Company disposes of all of its intellectual property,
or if the Board of Directors approves of such disposal;
<PAGE>
4.10.3. If the Board of Directors approves of, or the Company
completes an acquisition of another company or assets of
another company in a transaction valued in excess of $100
million;
4.10.4. If the Board of Directors approves of, or the Company
commences a voluntary liquidation proceeding;
4.10.5. If the Company materially amends its certificate of incor-
poration or its bylaws or if the Board of Directors
approves such amendment; or
4.10.6. If the Company repurchases in the aggregate in excess of
twenty percent (20%) of its issued and outstanding shares
of common stock or the Board of Directors approves such
repurchase.
5 MISCELLANEOUS
5.1 Entire Agreement. This Agreement, together with the agreements
attached hereto as exhibits, constitutes the entire agreement among the parties
and no party shall be liable or bound to any other party in any manner by any
warranties, representations, or covenants except as specifically set forth
herein and therein.
5.2 Survival of Warranties. The warranties, representations, and
covenants of the Company and the Purchaser, jointly and severally, contained in
or made pursuant to this Agreement shall survive the execution and delivery of
this Agreement.
5.3 Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the Company and the
Purchaser. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the Company or the Purchaser, or their respective
successors and assigns, any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.
Notwithstanding anything else to the contrary in this Agreement, the Purchaser
may transfer the shares of AremisSoft Common Stock acquired by it pursuant to
this Agreement and the Stock Purchase Agreement between LK Global (Holdings) NV
and the Purchaser of even date herewith (the "LK Holdings Agreement"), to a
wholly owned subsidiary of the Purchaser, provided however, that the subsidiary
of the Purchaser also agrees to be jointly and severally obligated with the
Purchaser to perform all of Purchaser's obligations under this Agreement and the
LK Holdings Agreement.
5.4 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
5.5 Counterparts and Signatures. 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 agreement. This Agreement may be
executed and transmitted to the parties by
<PAGE>
electronic means, including, but not limited to, by facsimile machine, and
facsimile signatures shall have equal dignity with original signatures.
5.6 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
5.7 Notices. All notices or other communications required or
permitted hereunder shall be in writing (except as otherwise provided herein)
and shall be deemed duly given when received by delivery in person, by
facsimile, telex or telegram or by an overnight courier service or three (3)
days after deposit in the U.S. Mail, certified with postage prepaid, addressed
as follows:
If to Company: AremisSoft Corporation
Goldsworth House
Denton Way
Woking, Surrey GU21 3LG
United Kingdom
Attn: Dr. Lycourgos K. Kyprianou
with copies to: Bartel Eng Linn & Schroder
300 Capitol Mall, Suite 1100
Sacramento, California 95814
Attn: Scott E. Bartel, Esq.
If to Purchaser: Info-quest SA
AL. Pantou 25
Athens 17671 Greece
Attn: Theodoros Fessas, CEO
or to such other addresses as a party may designate by five (5) days'
prior written notice to the other party.
5.8 Attorneys' Fees. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which such party may be entitled.
5.9 Amendments and Waivers. This Agreement may not be amended,
modified or supplemented and no waivers of or consents to departures from the
provisions hereof may be given unless consented to in writing by the parties.
<PAGE>
5.10 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
COMPANY: AremisSoft Corporation
By:______________________
Lycourgos K. Kyprianou
Chief Executive Officer
PURCHASER: Info-quest SA
By:___________________________
Theodoros Fessas
Chairman of the Board and CEO
<PAGE>
Exhibit B
STOCK PURCHASE AGREEMENT
BETWEEN
LK GLOBAL (HOLDINGS) NV
A Netherlands corporation
AND
INFO-QUEST SA
A Greek corporation
1,200,000 SHARES OF AREMISSOFT CORPORATION COMMON STOCK,
PAR VALUE, $0.001
September 10, 1999
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated September
10, 1999, is made and entered into by and between LK Global (Holdings) N.V., a
Netherlands corporation ("LK Holdings"), and Info-quest SA,a corporation
organized under the laws of Greece (the "Purchaser").
W I T N E S S E T H
WHEREAS, LK Holdings intends to transfer and sell one million two
hundred thousand (1,200,000) shares of AremisSoft Corporation ("AremisSoft")
Common Stock to the Purchaser upon the terms and conditions contained herein;
and
WHEREAS, Purchaser intends to purchase the shares of AremisSoft
Common Stock upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and of
the mutual representations, warranties, covenants, and agreements set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. CONTEMPLATED TRANSACTIONS AND CLOSING
1.1. Purchase of Common Stock. Upon the terms and subject to the
conditions set forth in this Agreement, on the Closing Date (as provided for in
Section 1.6 of this Agreement), the Purchaser shall purchase from LK Holdings,
and LK Holdings shall transfer and sell to the Purchaser, one million two
hundred thousand (1,200,000) shares of AremisSoft Common Stock (the "Shares").
The purchase of the Shares shall occur at the Closing as specified in Section
1.6 of this Agreement.
1.2. Consideration. In consideration of the purchase in Sections 1.1 of
this Agreement, at the Closing specified in Section 1.6 of this Agreement, the
Purchaser shall pay eleven dollars ($11.00) per share in immediately available
United States Dollars ("USD"), in an aggregate amount equal to thirteen million
two hundred thousand Dollars ($13,200,000 USD) for the Shares (the
"Consideration").
1.3 Transfer of Funds. Within eight (8) business days from the date of
execution of this Agreement, the Consideration provided for in Section 1.2 above
should be delivered into the escrow established pursuant to Section 1.6 of this
Agreement via wire transfer to an account and pursuant to wire transfer
instructions to be provided by the Escrow Agent appointed by the parties
pursuant to Section 1.6 below.
1.4. Transfer of the Shares. Within eight (8) business days from the
date of execution of this Agreement, LK Holdings shall deliver into the escrow
established pursuant to Section 1.6 of this Agreement endorsed stock
certificate(s) and a letter from LK Holdings addressed to the AremisSoft
Corporation transfer agent instructing the transfer agent to issue a share
<PAGE>
certificate evidencing one million two hundred thousand (1,200,000) shares of
AremisSoft Corporation Common Stock issued in the name of the Purchaser or in a
different manner as the Purchaser shall determine and instruct LK Holdings in
writing.
1.5. Conditions to the Closing. The purchase of the Shares shall be
completed at a Closing on the Closing Date as provided for in Section 1.6 of
this Agreement when all of the following conditions have been satisfied:
1.5.1. The Consideration provided for in Section 1.2 of this
Agreement has been received into the escrow, via wire transfer, as provided for
in Section 1.3 of this Agreement.
1.5.2. The Shares have been delivered into the escrow as provided
for in Section 1.4 of this Agreement.
1.5.3. The waiting period under the Hart-Scott-Rodino Act
codified at Section 7A of the Clayton Act has expired.
1.5.4. Any other regulatory approvals required to be obtained
prior to the Closing have been obtained by the Parties.
1.5.5. The simultaneous closing of the Stock Purchase Agreement
between Purchaser and AremisSoft of even date herewith.
1.5.6. The Parties shall have entered into a voting agreement in
form and substance substantially as set forth in the Voting Agreement attached
hereto as Exhibit "A".
1.6. The Closing; Closing Date. The Closing Date shall occur three (3)
days after all of the conditions set forth in Section 1.5 of this Agreement have
been satisfied (the "Closing Date"). The Closing shall occur at the offices of
Bartel Eng Linn & Schroder, 300 Capitol Mall, Suite 1100, Sacramento, CA, 95814,
or at such other time and place mutually agreed upon by the Parties. The parties
agree to execute a separate escrow agreement between the parties and an Escrow
Agent mutually acceptable to the Parties setting forth the duties and
responsibilities of the escrow, a form of which is attached hereto as Exhibit
"B".
1.7. Deliveries at the Closing. Upon the terms and conditions set forth
in this Agreement, at the Closing and on the Closing Date, the Escrow Agent
shall make the following deliveries, provided that all of the conditions set
forth in Section 1.5 of this Agreement have been satisfied:
(a) Deliveries to LK Holdings at the Closing. At the Closing, the
Escrow Agent shall deliver to LK Holdings, via wire transfer pursuant to
pursuant to instructions provided to the Escrow Agent prior to the Closing,
thirteen million two hundred thousand Dollars ($13,200,000 USD) in immediately
available funds; and
(b) Deliveries the Purchaser at the Closing. At the Closing, the
Escrow Agent shall deliver to the Purchaser endorsed stock certificate(s) and a
letter from LK Holdings addressed to the AremisSoft Corporation transfer agent
instructing the transfer agent to issue a share certificate evidencing one
million two hundred thousand (1,200,000) shares of AremisSoft
<PAGE>
Corporation Common Stock issued in the name of the Purchaser or in a different
manner as the Purchaser shall have determined and instructed LK Holdings in
writing prior to the Closing and a check or wire transfer representing all
interest accrued on the Consideration during the escrow period less the amount
of $22,500 representing one half of the Federal Trade Commission filing fee to
be reimbursed to the Company.
2. REPRESENTATIONS AND WARRANTIES OF LK HOLDINGS
LK Holdings hereby represents and warrants to Purchaser that on the
date hereof and on the Closing Date:
2.1. Organization, Good Standing and Authorization. LK Holdings is a
corporation duly organized, validly existing and in good standing under the laws
of the Netherlands and has the power and authority to carry on its business as
it is now being conducted. All corporate action on the part of LK Holdings, and
its officers, directors and shareholders necessary for the sale and transfer of
the Shares pursuant to this Agreement and the performance of its obligations
hereunder has been taken or will be taken prior to the Closing.
2.2. Title. LK Holdings is the record owner of the issued and
outstanding Shares and has good and marketable title to the Shares, free and
clear from any lien or encumbrance and no third party has any rights with
respect to the Shares or relating to the voting rights thereof.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
The Purchaser hereby represents and warrants to LK Holdings that on the
date hereof and on the Closing Date:
3.1. Organization, Good Standing and Authorization. The Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of Greece and has the power and authority to carry on its business as it is now
being conducted. All corporate action on the part of the Purchaser, and its
officers, directors and shareholders necessary for the purchase of the Shares
pursuant to this Agreement and the performance of its obligations hereunder has
been taken or will be taken prior to the Closing.
3.2. Purchase Entirely for Own Account. This Agreement is made with the
Purchaser in reliance upon such Purchaser's representation to LK Holdings, which
by the Purchaser's execution of this Agreement the Purchaser hereby confirms,
that the Shares to be purchased by the Purchaser are being acquired for
investment purposes for the Purchaser's own account and not with a view to the
resale or distribution of any part thereof except in accordance with applicable
federal and state securities laws.
3.3. Available Information. The Purchaser has received all the
information, including, but not limited to, the AremisSoft Corporation's
Prospectus dated April 22, 1999 and Form 10-Q for the quarter ended June 30,
1999, as well as all other information it considers necessary or appropriate for
deciding whether to purchase the Shares. The Purchaser further represents that
it has had the opportunity to ask questions and receive answers from AremisSoft
Corporation regarding the business, properties, prospects, and financial
condition of AremisSoft Corporation and to obtain additional information (to the
extent the AremisSoft Corporation possessed such
<PAGE>
information or could acquire it without unreasonable effort or expense)
necessary to verify the accuracy of any information furnished to the Purchaser
or to which the Purchaser has access.
3.4. Investment Experience. The Purchaser represents that it is
experienced in evaluating and investing in securities of companies in the
software and information technology industry space and acknowledges that it is
able to fend for itself, can bear the economic risk of the investment, and has
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment in the Shares. The
Purchaser further represents that it has not been organized solely for the
purpose of acquiring the Shares.
3.5. Accredited Investor. The Purchaser is an "accredited investor," as
that term is defined in Rule 501 of Regulation D of the Securities Act of 1933,
as amended (the "Securities Act").
3.6 Purchaser not a U.S. Person. The Purchaser is not a "U.S. Person"
within the meaning of SEC Rule 902(k) of Regulation S.
3.7 Purchase made in an "offshore transaction" with "no directed selling
efforts within the United States." Purchaser acknowledges that the Purchaser was
not physically present in the United States when the Purchaser was offered the
Shares and that the offer was not accompanied by any form of advertising in the
United States or other "directed selling efforts" within the United States
within the meaning of SEC Rule 902(c) of Regulation S.
3.8 Brokerage Commissions. Purchaser acknowledges that no more than the
usual or customary broker's commissions, if any, were paid by the Purchaser in
connection with this transaction.
3.9. Resales under SEC Rule 144. The Purchaser understands that the sale
of the Shares in the United States must be made in compliance with SEC Rule 144,
17 C.F.R. 230.144 ("Rule 144"), or pursuant to a separate registration statement
under the Securities Act. Although the Shares are not "restricted securities"
within the meaning of SEC Rule 144, the Purchaser will be considered an
"affiliate" of AremisSoft and, therefore, is required to comply with the
requirements of SEC Rule 144 in the resale of the Shares in the United States or
to a U.S. Person as that term is defined in SEC Rule 902(k) of Regulation S.
4. ADDITIONAL COVENANTS BY THE PARTIES
4.1. Voting Agreement. As additional consideration for the purchase and
sale of the Shares, the Parties agree to enter into a voting agreement in
substantially the same form and substance as the Voting Agreement attached
hereto as "Exhibit A."
4.2. Lock-up Agreement. For a period of twelve (12) months from the
Closing Date (the "Lock-up Period") Purchaser agrees that it will not sell,
transfer, or otherwise dispose of any of the Company's shares it may own if the
transaction will result in Purchaser owning less than twenty percent (20%) of
the Company's issued and outstanding shares without the prior written consent of
LK Holdings which shall not be unreasonably withheld. Likewise, during the
Lockup Period, LK Holdings agrees that it will not sell, transfer, or otherwise
dispose of any of the Company's shares it may own if the transaction will result
in LK Holdings owning less than
<PAGE>
twenty percent (20%) of the Company's issued and outstanding shares without the
prior written consent of the Purchaser which shall not be unreasonably withheld.
The provisions of this Section 4.2 shall terminate upon the acceleration of the
registration rights and early termination of the lock-up agreement between the
Purchaser and the Company pursuant to Section 9.2 of the Registration Rights
Agreement between the Purchaser and the Company of even date herewith.
4.3. Right of First Refusal. As additional consideration for the
purchase and sale of the Shares to Purchaser pursuant to this Agreement, LK
Holdings grants to the Purchaser a right of first refusal to purchase any shares
of the Company's common stock LK Holdings intends to sell, transfer or otherwise
dispose of on the same terms and conditions which LK Holdings intends to sell to
any bona fide third party. In this respect, LK Holdings shall provide the
Purchaser with fourteen (14) days prior written notice of any proposed sale,
transfer, or other disposition of the Common Stock with a description of the
price and other terms and conditions applicable to the transaction. If the
Purchaser elects to exercise its right of first refusal, then it shall notify LK
Holdings of the exercise of its right and shall transfer the consideration and
close the transaction within thirty (30) days from the exercise of its right.
4.4. Option on Additional Shares. In the event that the Purchaser is not
successful in acquiring an additional two hundred thousand (200,000) shares in
the public markets or from privately negotiated transactions with other
shareholders at an average cost of $13.75 or less within sixty (60) days from
the Closing Date under this Agreement, then the Purchaser shall have the right
to acquire and LK Holdings agrees to sell to the Purchaser additional shares in
an amount equal to the difference between the number of shares the Purchaser was
able to acquire in the public markets or in privately negotiated transactions at
an average cost of $13.75 per share or less and two hundred thousand (200,000)
shares, at a purchase price of $13.75 per share.
4.5. Terminating Event Prior to the Closing Date. If, prior to the
Closing Date the Company has materially breached any representation or warranty
in this Agreement or is in material breach of any of the covenants provided for
in the Stock Purchase Agreement between the Company and the Purchaser of even
date herewith, or any of the events specified in Sections 4.5.1. through 4.5.6.
below shall occur, then notwithstanding anything else to the contrary in this
Agreement the Purchaser may terminate this Agreement without any further
liability to LK Holdings:
4.5.1. If the Board of Directors approves of, or the Company incurs,
any debt or issues any guarantee which in the aggregate are
in excess of $50 million;
4.5.2. If the Company disposes of all of its intellectual property, or
if the Board of Directors approves of such disposal;
4.5.3. If the Board of Directors approves of, or the Company
completes an acquisition of another company or assets of
another company in a transaction valued in excess of $100
million;
4.5.4. If the Board of Directors approves of, or the Company
commences a voluntary liquidation proceeding;
<PAGE>
4.5.5. If the Company materially amends its certificate of incor-
poration or its bylaws or if the Board of Directors
approves such amendment; or
4.5.6. If the Company repurchases in the aggregate in excess of
twenty percent (20%) of its issued and outstanding shares
of common stock or the Board of Directors approves such
repurchase.
5. MISCELLANEOUS
5.1. Entire Agreement. This Agreement, together with the agreements attached
hereto as exhibits, constitutes the entire agreement among the parties and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, or covenants except as specifically set forth
herein and therein.
5.2. Survival of Warranties. The warranties, representations, and covenants of
LK Holdings and the Purchaser, jointly and severally, contained in this
Agreement shall survive the execution and delivery of this Agreement and the
Closing Date.
5.3. Successors and Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Notwithstanding anything else to the contrary in this
Agreement, the Purchaser may transfer the shares of AremisSoft Common Stock
acquired by it pursuant to this Agreement and the Stock Purchase Agreement
between AremisSoft Corporation and the Purchaser of even date herewith (the
"AremisSoft Agreement"), to a wholly owned subsidiary of the Purchaser, provided
however, that the subsidiary of the Purchaser also agrees to be jointly and
severally obligated with the Purchaser to perform all of Purchaser's obligations
under this Agreement and the AremisSoft Agreement.
5.4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
5.5. Counterparts. This Agreement may be executed in two or more counterparts
(including by facsimile), each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.
5.6. Notices. All notices or other communications required or permitted
hereunder shall be in writing (except as otherwise provided herein) and shall be
deemed duly given when received by delivery in person, by facsimile, telex or
telegram or by an overnight
<PAGE>
courier service or three (3) days after deposit in the U.S. Mail, certified with
postage prepaid, addressed as follows:
If to LK Holdings : LK Global (Holdings) NV
Goldsworth House
Denton Way
Woking, Surrey GU21 3LG
United Kingdom
Attn: Dr. Lycourgos K. Kyprianou
with copies to: Bartel Eng Linn & Schroder
300 Capitol Mall, Suite 1100
Sacramento, CA 95814
Attn: Scott E. Bartel, Esq.
If to Purchaser: Info-quest SA
AL. Pantou 25
Athens 17671 Greece
Attn: Theodoros Fessas, CEO
or to such other addresses as a party may designate by five (5) days prior
written notice to the other party.
5.7. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
<PAGE>
LK HOLDINGS: LK Global (Holdings) N.V.,
a Netherlands corporation
By:____________________________
Lycourgos K. Kyprianou
Managing Director
PURCHASER: Info-Quest SA
A Greece corporation
By:_____________________________
Theodoros Fessas
Chairman of the Board and CEO
<PAGE>
<PAGE>
Exhibit C
VOTING AGREEMENT
This Irrevocable Voting Agreement (the "Agreement"), dated as of September
10, 1999, is made and entered into by and between LK Global (Holdings) N.V., a
Netherlands corporation ("LK Holdings"), and Info-quest SA, a corporation
organized under the laws of Greece (the "Info-quest"), collectively referred to
herein as the "parties."
WHEREAS, LK Holdings and Info-quest entered into a Stock Purchase Agreement
dated as of September 10, 1999 (the "Stock Purchase Agreement") whereby
Info-quest acquired shares of AremisSoft Corporation ("AremisSoft") Common
Stock; and
WHEREAS, LK Holdings and Info-quest deem it advisable to enter into an
irrevocable agreement to vote all of their shares of AremisSoft, which they may
own during the term of the Agreement, for a slate of directors nominated by each
of the parties as provided herein as well as other matters as mutually agreed.
NOW, THEREFORE, in consideration of these premises and in consideration of
the covenants, representations, warranties, and conditions set forth in this
Agreement and the Stock Purchase Agreement, the parties hereto mutually agree as
follows:
1. Shares Subject to Voting Agreement. All shares of AremisSoft now owned
by LK Holdings and Info-quest or hereafter acquired by the parties, whether
preferred or common stock, or any series or class entitled to voting rights as
provided by the Certificate of Incorporation of AremisSoft, or resolution of the
board of directors as authorized by the Certificate of Incorporation, shall be
subject to this Agreement.
1.1. Subscriptions for Additional Stock. If any stock or other
AremisSoft securities are offered for subscription to LK Holdings or
Info-quest, and are subscribed to by LK Holdings or Info-quest, then such
shares shall also become subject to the terms and conditions hereof. If,
however, the shares or securities do not have general voting powers, they
shall not be legended and shall not be subject to the terms and conditions
hereof. 1.2. Filing with Company. Copies of this Agreement, and of every
supplement or amendment, shall be filed with AremisSoft at its executive
offices in the United Kingdom.
2. Voting Obligations. LK Holdings and Info-quest agree to vote all of
their AremisSoft shares at any annual or special meeting of stockholders as
follows:
2.1. Election of Directors. At each annual or special meeting of
stockholders for the election of directors, LK Holdings and Info-quest,
either in person or by its nominees or proxies, agrees to vote,
individually or cumulatively, for a slate of directors comprised of
directors nominated by Info-quest in accordance with the provisions of
Section 4.1 of the Stock Purchase Agreement and all remaining directors
nominated by the AremisSoft Board of Directors.
<PAGE>
2.2. Other Matters. At each annual or special meeting of stockholders
for any matters other than the election of directors, LK Holdings and
Info-quest shall vote their AremisSoft shares as mutually agreed prior to
voting. If the parties are unable to reach prior mutual agreement, LK
Holdings and Info-quest shall not vote any of their shares on such matter.
In voting the stock subject hereto, either in person or by its nominees or
proxies, LK Holdings and Info-quest shall exercise good faith consistent
with the terms hereof and in furtherance of the terms and provisions of the
Stock Purchase Agreement. LK Holdings and Info-quest shall not be
personally liable for any action taken pursuant to his vote or any act
committed or omitted to be done under this Agreement, provided that such
commission or omission does not amount to willful misconduct on its part
and that it at all times exercises good faith in such matters.
2.3. Delivery of Proxies or Other Documents. LK Holdings and
Info-quest shall execute and deliver such documents, including proxies for
the designated slate of directors, as may be required to effect the voting
contemplated hereunder prior to the time of any annual or special meeting
of stockholders.
3. Term of Agreement.
3.1. Initial Term. This Agreement shall continue in effect until
September 10, 2004, subject to extension, but shall terminate at any time
if the execution and acknowledgment of an agreement terminating this
Agreement is executed by the registered holders of all the voting stock
certificates outstanding under this Agreement at the time of execution and
is duly filed at the Company's executive offices in the United Kingdom.
3.2. Extension of Term. At any time prior to the time of expiration
hereof as theretofore extended, LK Holdings and Info-quest may, by
agreement in writing, extend the duration of this Agreement for a
successive additional period. Thereupon the duration of this Voting
Agreement shall be extended for the period fixed by such extension,
provided, however, that no such extension shall extend the term of this
Agreement beyond the maximum period then permitted by applicable law.
3.3. Early Release of Shares. In the event that a party to this
Agreement desires to sell or otherwise dispose of some of its shares of
AremisSoft Common Stock covered by this Agreement, it may request that such
shares be released from the provisions of this Agreement and the other
party shall not unreasonably withhold its consent to the transfer of the
shares and the release of the shares from the provisions of this Agreement.
3.4. Termination. This Agreement shall automatically terminate prior
to its expiration in the event that either LK Global or Info-quest shall
become the record holder of less than ten percent (10%) of the issued and
outstanding shares of AremisSoft common stock, the lock-up agreement
between LK Global and Info-quest is terminated pursuant to Section 4.2 of
the Stock Purchase Agreement, or the Stock Purchase Agreement is terminated
pursuant to Section 4.5 thereof.
4. Remedies. The parties hereto acknowledge that time is of the essence
under this agreement for the performance of the acts contemplated hereunder and
that this Agreement, and each provision contained herein, is subject to specific
performance by any court of competent jurisdiction.
<PAGE>
5. Reorganization of Company. If AremisSoft is merged into or consolidated
with another corporation, or all or substantially all of its assets are
transferred to another corporation, then in connection with such transfer the
term "AremisSoft" for all purposes of this Agreement shall be deemed to include
such successor corporation, and each stockholder hereto shall receive and hold
under this Agreement any stock of such successor corporation received on account
of the ownership of the stock held hereunder prior to such merger,
consolidation, and transfer. Voting stock issued and outstanding under this
Agreement at the time of such merger, consolidation, or transfer may remain
outstanding, or each stockholder subject hereto may, in his discretion,
substitute for such voting stock new voting stock in appropriate form and with
the appropriate legend, and the terms "stock" and "capital stock" as used herein
shall be taken to include any stock which may be received by such stockholder in
lieu of all or any part of AremisSoft's capital stock.
6. Notices.
All notices or other communications required or permitted hereunder shall
be in writing (except as otherwise provided herein) and shall be deemed duly
given when received by delivery in person, by facsimile, telex or telegram or by
an overnight courier service or three (3) days after deposit in the U.S.
Mail, certified with postage prepaid, addressed as follows:
If to LK Holdings: LK Global (Holdings) NV
Goldsworth House
Denton Way
Woking, Surrey GU21 3LG
United Kingdom
Attn: Dr. Lycourgos K. Kyprianou
with copies to: Bartel Eng Linn & Schroder
300 Capitol Mall, Suite 1100
Sacramento, CA 95814
Attn: Scott E. Bartel
If to Info-quest: Info-quest SA
AL. Pantou 25
Athens 17671 Greece
Attn: Theodoros Fessas, CEO
If to AremisSoft: AremisSoft Corporation
Goldsworth House
Denton Way
Woking, Surrey GU21 3LG
United Kingdom
Attn: Roys Poyiadjis
<PAGE>
7. Entire Agreement. This Agreement constitutes the entire agreement among
the parties and no party shall be liable or bound to any other party in any
manner except as specifically set forth herein.
8. Nonwaiver. No delay or failure by a party to exercise any right under
this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
9. Headings. Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.
10. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware, USA.
11. Counterparts. This Agreement may be executed in two or more
counterparts (including by facsimile), each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.
12. Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Notwithstanding anything else to the contrary in this
Agreement, the Info-quest may transfer the shares of AremisSoft Common Stock
acquired by it pursuant to the Stock Purchase Agreement between AremisSoft and
Info-quest of even date herewith and the Stock Purchase Agreement between LK
Holdings and Info-quest of even date herewith (collectively the "Purchase
Agreements"), to a wholly owned subsidiary of the Info-quest, provided however,
that the subsidiary of the Info-quest also agrees to be jointly and severally
obligated with the Info-quest to perform all of Info-quest's obligations under
this Agreement and the Purchase Agreements.
13. Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provision were so excluded and shall be enforced in accordance with its terms.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
LK HOLDINGS: LK Global (Holdings) N.V.,
a Netherlands corporation
By:___________________________
Dr. Lycourgos K. Kyprianou,
Managing Director
<PAGE>
INFO-QUEST: Info-quest SA,
a Greece corporation
By:__________________________
Theodoros Fessas
