SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 1, 1994
WILLCOX & GIBBS, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-5731 13-1474527
(Commission File Number) (IRS Employer Identification No.)
530 Fifth Avenue - 22nd Floor, New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 869-1800
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ITEM 5 OTHER EVENTS
On March 1, 1994, Willcox & Gibbs, Inc. ("W&G") sold to Rexel, S.A.
("Rexel") 3,491,280 newly issued shares of W&G common stock for a total
purchase price of $31,421,520, pursuant to the Purchase Agreement, dated as of
December 10, 1993, among W&G, Rexel and International Technical Distributors,
Inc. ("ITD"). As a result, Rexel increased its beneficial ownership of the
outstanding W&G common stock from 30% to 40%. Pursuant to the Purchase
Agreement, on March 1, 1994, Wayne Campbell, Robert Merson and Michael Wilson
resigned as directors of W&G, the size of the W&G Board of Directors, was
reduced from ten to nine and two nominees of Rexel, Frederic de Castro and
Gerald E. Morris, were named as directors. As a result, five of the nine W&G
directors are nominees of Rexel. In addition, pursuant to the Purchase
Agreement W&G, Rexel and ITD executed Amendment No. 1, dated as of March 1,
1994, to the Investment Agreement, dated as of November 12, 1992, and the Third
Amendment, dated as of March 1, 1994, to the Rights Agreement, dated as of
January 10, 1989, which, among other things, permit Rexel to increase its
beneficial ownership of W&G common stock to 45% and provide for termination of
the Investment Agreement and Rights Agreement on December 31, 1994.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
The Index to Exhibits to this Report is incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
WILLCOX & GIBBS, INC.
By /s/ Allan M. Gonopolsky
Date: March 9, 1994 ------------------------------
Allan M. Gonopolsky
Vice President,
Chief Financial Officer
and Corporate Controller
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WILLCOX & GIBBS, INC.
INDEX TO EXHIBITS TO FORM 8-K
dated March 1, 1994
[S] [C]
Exhibit No. Description
2.1 Purchase Agreement, dated as of December 10, 1993,
among Willcox & Gibbs, Inc., Rexel, S.A. and
International Technical Distributors, Inc.
10.1 Amendment No. 1, dated as of March 1, 1994, to the
Investment Agreement, dated as of November 12,
1992.
10.2 Third Amendment, dated as of March 1, 1994, to the
Rights Agreement, dated as of January 10, 1989.
Exhibit 2.1
PURCHASE AGREEMENT
Agreement, dated as of December 10, 1993, among Willcox & Gibbs,
Inc., a New York corporation ("W&G") whose business address is 530 Fifth
Avenue, New York, New York 10036, U.S.A., International Technical Distributors,
Inc., a New York corporation whose business address is 301 46th Court,
Meridian, Mississippi 39305 U.S.A., and Rexel, S.A., a French societe anonyme
formerly known as Compagnie de Distribution de Materiel Electrique ("Buyer")
whose business address is 26, rue de Londres, 75009, Paris, France.
W&G desires to issue and sell certain shares of its common stock, par
value $1.00 per share ("Common Stock"), and Buyer desires to increase its
equity investment in W&G through the purchase of such shares of Common Stock,
all subject to the terms and conditions hereof.
Accordingly, the parties hereto agree as follows:
1. DEFINITIONS
1.1 Certain Definitions. Certain terms are defined elsewhere in this
Agreement. In addition, for purposes of this Agreement, the following terms
shall have the following meanings:
"Affiliate" of a specified Person shall mean a Person directly or
indirectly controlling, controlled by, or under common control with, such other
Person. For the purposes of this definition, "control" when used with respect
to any Person means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Best Efforts" shall mean, whenever used with reference to a party's
obligation, an obligation of such party to use every reasonable commercial
effort, but shall not be interpreted to require such party to take any action
or refrain from taking any action that would be materially burdensome to such
party or to amend this Agreement or any agreement contemplated hereby or to
forego or waive any of its rights hereunder or thereunder.
"Business Day" shall mean any day other than a Saturday, Sunday or
other day on which banks in New York City, New York, U.S.A. or Paris, France
are required to or may be closed.
"Closing" shall have the meaning provided in Section 2.2
"Closing Date" shall mean the date on which the Closing is to occur.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
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"Liens" shall mean all liens, charges, security interests, rights or
claims of others, restraints on transfer or other encumbrances.
"Person" shall mean and include an individual, corporation,
partnership, joint venture, association, trust, any other unincorporated
organization or entity and a governmental entity or any department or agency
thereto.
"Subsidiary" shall mean, with respect to any Person, any corporation
in which securities representing a majority of the combined voting power of
voting interests entitled to vote generally for the election of directors are
beneficially owned by such Person and/or one or more Subsidiaries of such
Person.
2. PURCHASE AND SALE
2.1 Purchase and Sale. Subject to the terms and conditions set forth in
this Agreement, at the Closing W&G shall issue, sell and deliver to Buyer, and
Buyer shall purchase and acquire from W&G, 3,491,280 shares of Common Stock
(the "Shares"), in consideration of the payment by Buyer to W&G of $9.00 per
share of Common Stock, for an aggregate purchase price equal to $31,421,520
(the "Purchase Price").
2.2 Closing. Unless the parties shall agree in writing upon a different
location, time or date, the sale and purchase of Shares (the "Closing") shall
take place at the offices of W&G, 530 Fifth Avenue, New York, New York at 10:00
a.m. on the later of (i) January 4, 1994, or (ii) the third Business Day
following the date on which all conditions to the obligations of Buyer and W&G
hereunder (other than those requiring an exchange of a certificate or other
document, or the taking of other action, at the Closing) shall have been
satisfied or waived as provided in Articles 7 and 8.
2.3 Deliveries at the Closing. Subject to the terms and conditions set
forth in this Agreement, at the Closing, (i) W&G shall deliver to Buyer a
certificate representing all of the Shares registered in the name of Buyer,
(ii) Buyer shall deliver the Purchase Price by wire transfer of immediately
available funds to an account of W&G designated by W&G, and (iii) W&G, ITD and
Buyer shall deliver all certificates and other instruments and documents
required by this Agreement to be delivered by each of them, respectively, at
the Closing.
3. REPRESENTATIONS AND WARRANTIES OF BUYER AND ITD
Buyer and ITD, jointly and severally, represent and warrant to W&G as
follows:
3.1 Organization. Buyer is a societe anonyme duly organized, validly
existing and in good standing under the laws of the Republic of France, and ITD
is a corporation duly organized, validly existing and in good standing under
the laws of the State of New York.
3.2 Authority; Binding Effect. Each of Buyer and ITD has the corporate
power and corporate authority to execute and deliver this Agreement and the
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other instruments and documents required or contemplated herein to be executed
and delivered by it, to perform its obligations hereunder and thereunder and to
consummate the transactions provided for herein and therein, and all corporate
action of Buyer and ITD necessary for the making and performance of this
Agreement and such other instruments and documents by Buyer and ITD has been
duly taken. Such execution, delivery, performance and consummation do not and
will not (i) contravene any provisions of the certificate of incorporation or
by-laws or similar organizational instruments of Buyer or ITD, (ii) contravene
or conflict with, result in a breach of or loss of benefits to Buyer or ITD
under, require any consent, waiver or approval of any party (other than Buyer
or ITD) to, or entitle any party (with notice or the passage of time or both)
to terminate, accelerate any obligations under or call a default with respect
to, any agreement or instrument to which Buyer or ITD is party or by which any
of its properties or assets are bound, (iii) result in the creation of a Lien
upon such properties or assets, (iv) result in any violation by Buyer or ITD of
any law, rule or regulation applicable to it, (v) violate or require any
consent or approval under any judgment, injunction or decree of any court or
governmental authority or (vi) except for filings under the Exchange Act,
require any consent or approval of, notice to or filing, registration or
qualification with, any court or governmental authority. This Agreement has
been duly executed by Buyer and ITD and constitutes, and the other instruments
and documents required or contemplated to be executed and delivered by Buyer or
ITD herein will be duly executed by it at or before the Closing and when so
executed and delivered will constitute, the valid and binding obligations of
Buyer and ITD, as the case may be, enforceable against Buyer and ITD, as the
case may be, in accordance with their terms (except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies).
3.3 Acquisition of Stock for Investment. Buyer is acquiring the Shares
for investment in an unregistered private placement for its own account and not
with a view toward, or for sale in connection with, any distribution thereof.
Upon the purchase of the Shares by Buyer pursuant to this Agreement, Buyer and
its Affiliates will "beneficially own" (as defined under the Exchange Act)
9,775,581 shares of Common Stock.
3.4 Financing. Buyer has at the date of this Agreement, and will have on
the Closing Date, sufficient available funds to pay the Purchase Price.
4. REPRESENTATIONS AND WARRANTIES OF W&G
W&G represents and warrants to Buyer and ITD as follows:
4.1 Organization. W&G is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York.
4.2 Capital Stock of W&G.
(a) The authorized capital stock of W&G consists of 35,000,000 shares of
Common Stock, 2,000,000 shares of Preference Stock, par value $1.00 per share,
and 600,000 shares of Preferred Stock, par value $12.00 per share. As of
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October 19, 1993, there were 20,947,672 shares of Common Stock issued and
outstanding and 266,281 shares of Common Stock held in W&G's treasury, and
since such date no shares of Common Stock have been issued except pursuant to
obligations referred to in Section 4.2(b). No shares of Preference Stock or
Preferred Stock of W&G are issued and outstanding or held in W&G's treasury.
(b) There is no security, option, warrant, call, subscription or
other right, commitment or understanding of any nature whatsoever, fixed or
contingent, to which W&G or any of its Subsidiaries is bound or subject that,
directly or indirectly, calls for the issuance, sale, pledge or other
disposition by W&G or any such Subsidiary of any shares of capital stock of W&G
or any securities convertible into or other rights to acquire any shares of
capital stock of W&G, or that relates to the voting or control of any shares of
such capital stock, except for (i) this Agreement, (ii) the rights associated
with the Common Stock issued under the Rights Agreement, dated as of January
10, 1989, as amended, (iii) the Stock Acquisition Plan of W&G, (iv) the stock
options granted under W&G's stock option plans, (v) the Indenture, dated as of
August 1, 1989, and the 7% Convertible Subordinated Debentures due 2014 issued
thereunder, (vi) the Purchase Agreement, dated as of April 22, 1992, among W&G,
ITD, Buyer and Southern Electric Supply Company, Inc. and (vii) the Investment
Agreement, dated as of November 12, 1992, as amended, among W&G, ITD and Buyer
(the "Investment Agreement").
(c) The Shares, when issued and delivered to and paid for by Buyer
pursuant to this Agreement, will be duly authorized and validly issued, fully
paid, nonassessable and free of preemptive rights and any Liens attributable
directly or indirectly to W&G or its Subsidiaries other than those contemplated
by the Investment Agreement or applicable securities laws.
4.3 Authority; Binding Effect. W&G has the corporate power and corporate
authority to execute and deliver this Agreement and the other instruments and
documents required or contemplated herein to be executed and delivered by it,
to perform its obligations hereunder and thereunder and to consummate the
transactions provided for herein and therein, and all corporate action of W&G
necessary for the making and performance of this Agreement and such other
instruments and documents by W&G have been duly taken. Such execution,
delivery, performance and consummation do not and will not (i) contravene any
provisions of the certificate of incorporation or by-laws of W&G, (ii)
contravene or conflict with, result in a breach of or loss of benefits to W&G
under, require any consent, waiver or approval of any party (other than W&G,
the amendments to the Investment Agreement and Rights Agreement contemplated by
this Agreement and the listing of the Shares contemplated by Section 6.1) to,
or entitle any party (with notice or the passage of time or both) to terminate,
accelerate any obligations under or call a default with respect to any
agreement or instrument to which W&G or any of its Subsidiaries is party or by
which any of their respective properties or assets are bound, (iii) result in
the creation of a Lien upon such properties or assets, (iv) result in any
violation by W&G of any law, rule or regulation applicable to W&G, (v) violate
or require any consent or approval under any judgment, injunction or decree of
any court or governmental authority or (vi) except for filings under the
Exchange Act, require any consent or approval of or notice to or filing,
registration or qualification with, any court or governmental authority. This
Agreement has been duly executed by W&G and constitutes, and the other
instruments and documents required or contemplated to be executed and delivered
by W&G herein will be duly executed and delivered by W&G at or before the
Closing and when so executed will constitute, the valid and binding
<PAGE>
obligations of W&G enforceable against W&G in accordance with their terms
(except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable
remedies).
5. MUTUAL COVENANTS
Each party hereby covenants and agrees as follows:
5.1 Announcements. Neither Buyer, ITD, W&G nor any of their respective
agents shall issue any press release or otherwise make any public statement
prior to the Closing with respect to the transactions contemplated hereby
without prior consultation with W&G (in the case of a statement by Buyer, ITD
or any of their respective agents) or Buyer (in the case of a statement by W&G
or any of its agents), except as may be required by applicable law or the rules
of the New York Stock Exchange, the Pacific Stock Exchange or the Paris Stock
Exchange.
5.2 Expenses; Transfer Taxes. Buyer and ITD shall pay their own fees and
expenses (including the fees of any attorneys, accountants, investment bankers
or others engaged by any such party) and W&G shall pay its own fees and
expenses (including the fees of any attorneys, accountants, investment bankers
or others engaged by such party) in connection with this Agreement and the
transactions contemplated hereby whether or not the transactions contemplated
hereby are consummated. W&G shall pay any sales, transfer, stamp or other
taxes imposed upon or with respect to the sale of the Shares to Buyer.
5.3 Additional Agreements. Subject to the terms and conditions of this
Agreement, each party agrees to use its Best Efforts at its own expense to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In case at any time after the Closing any further action is necessary or
desirable to carry out the purposes of this Agreement, the proper officers of
such party shall take all such necessary action. At the Closing, W&G, ITD and
Buyer each shall execute and deliver the Amendment to the Investment Agreement
substantially in the form of Exhibit A hereto, subject to satisfaction or
waiver of the conditions to such party's obligations under Articles 7 and 8.
6. COVENANTS OF W&G
W&G hereby covenants and agrees as follows:
6.1 Listing of W&G Shares. W&G shall use its Best Efforts to obtain,
prior to the Closing Date, approval for listing the Shares on the New York
Stock Exchange and the Pacific Stock Exchange.
6.2 Amendment of the Rights Agreement. Immediately prior to the Closing,
W&G shall amend the Rights Agreement, dated as of January 10, 1989, as amended,
<PAGE>
between W&G and Chemical Bank (formerly known as Manufacturers Hanover Trust
Company), as rights agent, relating to W&G's outstanding preference stock
purchase rights as provided in Exhibit B hereto.
7. CONDITIONS TO W&G'S OBLIGATIONS
The obligations of W&G required to be performed by it at the Closing
shall be subject to the satisfaction, at or prior to the Closing, of each of
the following conditions, each of which may be waived by W&G as provided herein
except as otherwise required by applicable law:
7.1 Representations and Warranties; Covenants. The representations and
warranties of Buyer and ITD contained in this Agreement shall be true and
correct in all material respects as of the date hereof and (having been deemed
to have been made again at and as of the Closing in the same language) shall be
true and correct in all material respects as of the Closing, each of the
obligations, covenants and agreements of each of Buyer and ITD required by this
Agreement to be performed by it at or prior to the Closing shall have been duly
performed and complied with in all material respects as of the Closing and, at
the Closing, W&G shall have received certificates, dated the Closing Date and
duly executed by an officer of Buyer and of ITD, representing that the
foregoing conditions have been satisfied.
7.2 Absence of Litigation. No order, stay, injunction or decree of any
court of competent jurisdiction shall be in effect that prevents or delays the
consummation of any of the transactions contemplated hereby.
7.3 Purchase of Summers Group, Inc. W&G (directly or through a wholly-
owned Subsidiary of W&G) shall have acquired all of the issued and outstanding
capital stock of Summers Group, Inc., a Delaware corporation ("Summers").
7.4 Listing of W&G Shares. The Shares shall have been approved for
listing on the New York Stock Exchange and the Pacific Stock Exchange, subject
to official notice of issuance.
8. CONDITIONS TO BUYER'S AND ITD'S OBLIGATIONS
The obligations of Buyer and ITD required to be performed by them at
the Closing shall be subject to the satisfaction, at or prior to the Closing,
of each of the following conditions, each of which may be waived by Buyer and
ITD as provided herein except as otherwise provided by applicable law:
8.1 Representations and Warranties; Covenants. The representations and
warranties of W&G contained in this Agreement shall be true and correct in all
material respects as of the date hereof and (having been deemed to have been
made again at and as of the Closing in the same language) shall be true and
correct in all material respects as of the Closing, each of the obligations,
covenants and agreements of W&G required by this Agreement to be performed by
it at or prior to the Closing shall have been duly performed and complied with
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in all material respects as of the Closing and, at the Closing, Buyer shall
have received a certificate, dated the Closing Date and duly executed by an
officer of W&G, representing that the foregoing conditions have been satisfied.
8.2 Absence of Litigation. No order, stay, injunction or decree of any
court of competent jurisdiction shall be in effect that prevents or delays the
consummation of any of the transactions contemplated hereby.
8.3 Purchase of Summers Group, Inc. W&G (directly or through a wholly-
owned Subsidiary of W&G) shall have acquired all of the issued and outstanding
capital stock of Summers.
8.4 Listing of W&G Shares. The Shares shall have been approved for
listing on the New York Stock Exchange and the Pacific Stock Exchange, subject
to official notice of issuance.
9. TERMINATION
9.1 Termination. This Agreement may be terminated at any time prior to
the Closing: (i) by mutual consent of W&G and Buyer; (ii) by W&G or Buyer, if
the Closing shall not have taken place on or prior to March 31, 1994, or such
later date as shall have been approved by W&G and Buyer, other than by reason
of a matter within the control of the party asserting such termination; or
(iii) by W&G or Buyer if any court of competent jurisdiction in the United
States or other United States governmental body shall have issued an order,
decree or ruling or taken any other action restraining, enjoining or otherwise
prohibiting the transactions contemplated by this Agreement, and such order,
decree, ruling or other action shall have become final and nonappealable. If
W&G or Buyer shall terminate this Agreement pursuant to the provisions hereof,
such termination shall be effected by notice to the other party specifying the
provision hereof pursuant to which such termination is made.
9.2 Effect of Termination. Except for any breach of this Agreement, upon
the termination of this Agreement pursuant to Section 9.1 hereof, this
Agreement shall forthwith become null and void and none of the parties hereto
or any of their respective officers, directors, employees, agents, consultants,
stockholders or principals shall have any liability or obligation hereunder or
with respect hereto.
10. MISCELLANEOUS
The following additional provisions are part of this Agreement:
10.1 Brokerage. In the event any Person shall assert a claim to a fee,
commission or other compensation on account of alleged employment as a broker
or finder, or performance of services as a broker or finder, in connection with
the transactions contemplated by this Agreement, the party (or parties) alleged
to have been responsible for such employment or performance of services shall
hold harmless the other party (or parties) as well as the party's (or parties')
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directors, officers and employees, from and against such claim and at the
indemnifying party's (or parties') sole expense defend any and all actions,
suits or proceedings involving such claim that may at any time be brought
against those so indemnified and satisfy promptly any settlement or judgment
arising therefrom. If, however, it is ultimately determined in any such
action, suit or proceeding in which the indemnified party (or parties) were
afforded the opportunity to have their counsel participate in the defense, that
the employment was by or services were performed for the indemnified party (or
parties), then the latter shall be responsible under this Section 10.1 and
shall reimburse any amounts theretofore paid by the indemnifying party (or
parties) by reason hereof.
10.2 Entire Agreement; Modification. This Agreement (together with the
Exhibits hereto) sets forth the entire agreement and understanding among the
parties with respect to the subject matter hereof and supercedes all agreements
and understandings with respect to the subject matter hereof entered into prior
to the execution hereof. This Agreement may be modified only by a written
instrument duly executed by or on behalf of each party.
10.3 Notices. Any notice, direction or other advice or communication
required or permitted to be given hereunder shall be in writing and shall be
given by certified mail, delivery service such as D.H.L. or Federal Express or
personal delivery against receipt to the party to whom it is to be given (i) at
such party's address set forth in the preamble to this Agreement, or (ii) to
such other address as the party shall have furnished in writing in accordance
with the provisions of this Section 10.3. Any notice or other communication
shall be deemed to have been given on the seventh Business Day after so mailed,
on the third Business Day after dispatch when sent by delivery service or as of
the date so personally delivered.
10.4 Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. This Agreement shall not be assignable by any party without
the consent of the other parties and any purported assignment without such
consent shall be void.
10.5 Counterparts; Governing Law. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, and it shall
be governed by and construed in accordance with the laws of the State of New
York.
10.6 Headings. The section and article headings herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.
10.7 Specific Performance. W&G, ITD and Buyer recognize that any breach
of the terms of this Agreement may give rise to irreparable harm for which
money damages would not be an adequate remedy, and accordingly agree that, in
addition to other remedies, any nonbreaching party shall be entitled to enforce
the terms of this Agreement by a decree of specific performance without the
necessity of proving the inadequacy as a remedy of money damages.
10.8 Consent to Jurisdiction; Receipt of Process. Each party hereby
consents to the jurisdiction of, and confers non-exclusive jurisdiction upon,
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any federal or state court located in the City of New York, Borough of
Manhattan, and appropriate appellate courts therefrom, over any action, suit or
proceeding arising out of or relating to this Agreement, or any of the
transactions contemplated hereby. Each party hereby irrevocably waives, and
agrees not to assert as a defense in any such action, suit or proceeding, any
objection which it may now or hereafter have to venue of any such action, suit
or proceeding brought in any such federal or state court and hereby irrevocably
waives any claim that any such action, suit or proceeding brought in any such
court or tribunal has been brought in an inconvenient forum. Process in any
such action, suit or proceeding may be served on any party anywhere in the
world, whether within or without the State of New York, provided that notice
thereof is provided pursuant to the provisions for notice under this Agreement.
10.9 Third-Party Beneficiaries. This Agreement is not intended to confer
upon any Person (other than the signatories hereto) any rights or remedies
hereunder.
[The remainder of this page is blank and
the signature page is the next page.]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
WILLCOX & GIBBS, INC.
By /s/ John K. Ziegler
--------------------------------------
Name: John K. Ziegler
Title: Chairman of the Board
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
By /s/ S. Weinberg
---------------------------------------
Name: S. Weinberg
Title: Chairman of the Board
REXEL, S.A.
By /s/ S. Weinberg
---------------------------------------
Name: S. Weinberg
Title: Chairman of the Board and Chief
Executive Officer
<PAGE>
Exhibit A
AMENDMENT NO. 1 TO
INVESTMENT AGREEMENT
Amendment No. 1, dated as of , to the Investment
Agreement, dated as of November 12, 1992, among Willcox & Gibbs, Inc., a New
York corporation (the "Company"), International Technical Distributors, Inc., a
New York corporation ("ITD"), and Rexel, S.A., a French societe anonyme
formerly known as Compagnie de Distribution de Materiel Electrique ("CDME" and,
together with ITD, "Buyers").
Pursuant to the Purchase Agreement, dated as of April 22, 1992, among
the Company, Southern Electric Supply Company, Inc. ("SES"), CDME and ITD (the
"Purchase Agreement"), the Company issued to CDME and to ITD shares of common
stock, par value $1.00 per share, of the Company (the "Common Stock") in
consideration of the transfer by ITD to the Company of all of the issued and
outstanding capital stock of SES, a Subsidiary of ITD engaged in the
distribution of electrical supplies, and an additional cash payment by CDME.
In connection with the transactions contemplated by the Purchase Agreement,
Buyers and the Company entered into the Investment Agreement, dated as of
November 12, 1992 (the "Investment Agreement"), to establish various rights and
obligations in connection with Buyers' investment in Common Stock. Pursuant to
the Purchase Agreement, dated as of December 10, 1993, among the Company, ITD
and CDME, CDME has agreed to purchase from the Company and the Company has
agreed to sell to CDME additional shares of Common Stock, and in connection
therewith the Company, CDME and ITD wish to amend certain provisions of the
Investment Agreement.
Accordingly, the parties hereto agree to amend the Investment
Agreement as follows:
SECTION 1. THE DEFINITION OF "INDEPENDENT DIRECTOR" IN SECTION 1 OF THE
INVESTMENT AGREEMENT IS AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
"Independent Director" means (i) each of John B. Fraser, R. Gary
Gentles, Austin List and Michael B. Wilson, so long as he is a director of the
Company, and (ii) each other director of the Company that is not and has never
been an officer, director, employee or partner of any member of the Buyer
Group, of any Person that has a material business relationship with any member
of the Buyer Group or of an Associate (as defined under the Exchange Act) of
any member of the Buyer Group, is not and has never been a CDME Nominee, is not
and has never been an officer or employee of the Company, any of its
Subsidiaries or of any of the Spin-Off Subsidiaries, has not prior to the date
of this Agreement been a director of the Company (other than Messrs. Fraser,
Gentles, List and Wilson), any of its Subsidiaries or any of the Spin-Off
Subsidiaries and is not a member of the immediate family of any of the
foregoing referred to in this clause (ii).
<PAGE>
SECTION 2. THE DEFINITION OF "PERCENTAGE LIMITATION" IN SECTION 1 OF THE
INVESTMENT AGREEMENT IS AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
"Percentage Limitation" means that number of Voting Securities
which then represents 45% of the Total Voting Power.
SECTION 3. THE FOLLOWING DEFINITION IS ADDED TO SECTION 1 OF THE INVESTMENT
AGREEMENT AT THE END THEREOF:
"W&G Shares" shall mean the Common Stock acquired by CDME under the
Purchase Agreement, dated as of December 10, 1993, among the Company and the
Buyers.
SECTION 4. SECTION 2(C)(1) OF THE INVESTMENT AGREEMENT IS AMENDED TO READ
IN ITS ENTIRETY AS FOLLOWS:
(c) Legends and Stop Transfer Orders.
(1) Each Buyer agrees to the placement of the following legend
on the certificates representing the Total Acquired W&G Shares, on
the certificates representing the W&G Shares and on the certificates,
if any, representing the shares issued pursuant to Section 2.4(c) of
the Purchase Agreement or pursuant to this Agreement (and on any
shares of Common Stock issued upon any stock split, stock dividend or
reclassification of Common Stock with respect to any such shares):
"The shares represented by this certificate have not been registered
under the Securities Act of 1933 or securities laws of any other
jurisdiction and may not be sold or transferred except in compliance
with such Act and other laws. In addition, the shares represented by
this certificate are subject to an Investment Agreement dated as of
November 12, 1992, as it may be amended from time to time, a copy of
which as so amended is on file at the office of the Company, which
provides, among other things, for certain rights of purchase of such
shares by the Company and certain restrictions on transfer thereof.
The shares represented by this certificate may not be sold or
otherwise transferred except in compliance with said Agreement, and
any sale or other transfer not in compliance therewith shall be
void."
SECTION 5. SECTION 5 OF THE INVESTMENT AGREEMENT IS AMENDED TO READ IN ITS
ENTIRETY AS FOLLOWS:
5. Board of Directors.
(a) CDME has previously designated Eric Lomas, Alain Viry and Serge
Weinberg as CDME Nominees. On the date of Amendment No. 1 to this Investment
Agreement (the "Change Date"), the Company shall decrease the number of
directors to nine, Wayne Campbell, Robert Merson and Michael B. Wilson shall
resign as directors and the Company shall elect as directors effective on the
<PAGE>
Change Date two additional nominees designated in writing by CDME to the
Company (the "New CDME Nominees"). In connection with the first election of
directors of the Company by its shareholders to occur after the Change Date,
the Company shall nominate and recommend for election R. Gary Gentles for
election as a Class I director, one New CDME Nominee for election as a Class I
director and one New CDME Nominee for election as a Class II director. CDME
shall cause two CDME Nominees to resign as directors of the Company if CDME's
and its Affiliates' aggregate beneficial ownership of Voting Securities
declines to less than 30% of the Total Voting Power after the date of this
Agreement. If CDME and its Affiliates shall cease to be the beneficial owners,
in the aggregate, of 10% or more of the Total Voting Power, CDME shall cause
all CDME Nominees to resign as directors of the Company. CDME shall cause such
CDME Nominees to resign as directors of the Company so that no more than two
CDME Nominees shall serve as directors if (i) CDME or any of its Affiliates
shall have disposed of Restricted Securities and CDME and its Affiliates shall
cease to be the beneficial owners, in the aggregate, of 20% or more of the
Total Voting Power or (ii) CDME and its Affiliates shall cease to be the
beneficial owners, in the aggregate, of 15% or more of the Total Voting Power.
In connection with the expiration of the term as a director of the Company of
each of the CDME Nominees and of John K. Ziegler, the Nominating Committee
shall nominate and recommend for reelection each such director (or, in the case
of CDME Nominees, such other person as CDME shall designate in writing to the
Company) if he agrees to be nominated and, in the case of Mr. Ziegler, if he is
then an officer of the Company, subject to the obligations of CDME to cause
CDME Nominees to resign as set forth above in this Section. Any successor to
John B. Fraser, R. Gary Gentles or Austin List as a director of the Company
nominated by the Nominating Committee or elected by the Board of Directors of
the Company to fill a vacancy shall qualify as an Independent Director.
(b) During the term of this Agreement the Board of Directors of the
Company shall consist of nine members.
(c) CDME and the Company agree that (i) the Executive Committee of
the Board of Directors of the Company and the Nominating Committee shall be
comprised of one CDME Nominee, the chief executive officer of the Company (for
so long as he remains a director of the Company and, if the chief executive
officer is not also a director, then a director approved by a majority of the
Independent Directors) and one Independent Director, (ii) the Audit Committee
of the Board of Directors of the Company shall be comprised solely of
Independent Directors, and (iii) the Executive Compensation Committee shall be
comprised of two Independent Directors and one CDME Nominee, each of whom
qualifies as a "disinterested person" within the meaning of Rule 16b-3 under
the Exchange Act (or any successor rule), or, if no such CDME Nominee so
qualifies, another Independent Director who so qualifies.
(d) W&G shall cause to be maintained in effect for not less than
five years from the Closing the policies of directors' and officers' liability
insurance maintained by W&G as of the Closing (provided that W&G may substitute
therefor policies of at least the same coverage containing terms and conditions
which are no less advantageous) with respect to matters occurring prior to the
Closing to the extent available, provided that in no event shall W&G be
required to expend to maintain or procure insurance coverage pursuant to this
Section 5(d) any amount per annum in excess of 200% of the aggregate premiums
<PAGE>
paid in 1991 on an annualized basis for such purpose. The directors and
officers of W&G, their heirs and representatives shall be the beneficiaries of
this Section 5(d).
SECTION 6. SECTION 6 OF THE INVESTMENT AGREEMENT IS AMENDED TO ADD THE
FOLLOWING SUBSECTIONS AT THE END THEREOF:
(i) Stock options granted under the Company's 1988 Stock Incentive
Plan, as amended through the date hereof, to any CDME Nominee and any shares of
Common Stock acquired by a CDME Nominee upon exercise of such options will not
be deemed to be beneficially owned by any member of the Buyer Group for
purposes of this Agreement nor subject to any of the provisions hereof.
(j) If CDME desires to purchase additional shares of Common Stock
and such purchase is not prohibited by this Agreement, CDME shall give written
notice to the Company specifying the number of shares that CDME desires to
purchase and the price per share in cash that CDME would agree to pay therefor
(the "Offer Notice"). The Company, if approved by a majority of the
Independent Directors, may elect to sell to CDME up to the number of shares
specified in the Offer Notice at the price per share in cash specified in the
Offer Notice by written notice to CDME given within 10 Business Days after the
Offer Notice is given to the Company (the "Acceptance Notice"). If the Company
so elects, the Company shall sell and CDME shall purchase shares of Common
Stock in accordance with the Acceptance Notice as promptly as practicable,
subject only to approval of the New York Stock Exchange and the Pacific Stock
Exchange of the listing of such shares. If the Company fails to give to CDME
an Acceptance Notice within the time provided above or gives to CDME an
Acceptance Notice indicating that it will sell less than all shares specified
in the Offer Notice, then CDME shall be free (subject to the other restrictions
in this Agreement) to purchase up to the number of shares specified in the
Offer Notice less the number of shares, if any, to be sold to CDME pursuant to
such Acceptance Notice, at any time or from time to time within 180 days after
the date that the Offer Notice was given to the Company for a purchase price
per share at or below the price specified in the Offer Notice. CDME agrees
that any shares of Common Stock purchased by it hereunder shall be for
investment for its own account and not with a view toward any distribution
thereof. No member of the Buyer Group shall acquire beneficial ownership of
any Common Stock from any person other than the Company other than in
accordance with the provisions of this Section 6(j).
SECTION 7. THE FIRST SENTENCE OF SECTION 8 OF THE INVESTMENT AGREEMENT IS
AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
The obligations of the parties under this Agreement shall terminate
and be of no further force and effect from and after December 31, 1994, except
that the provisions of Section 5(d) shall continue in effect through the fifth
anniversary of the Closing Date.
SECTION 8. MISCELLANEOUS.
(a) Continued Effect. Except as expressly changed hereby, the
Investment Agreement shall continue in full force and effect.
<PAGE>
(b) Governing Law. This Amendment shall be governed by and
construed in accordance with the substantive law of the State of New York
without giving effect to the principles of conflict of laws thereof.
(c) Counterparts. This Amendment may be executed in counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same agreement.
(d) Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
WILLCOX & GIBBS, INC.
By: ---------------------------------------
Name:
Title:
REXEL, S.A.
By: ---------------------------------------
Name:
Title:
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
By: ---------------------------------------
Name:
Title:
<PAGE>
Exhibit B
THIRD AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of , 1994 (the "Amendment"), to the
Rights Agreement, dated as of January 10, 1989 (as amended, the "Rights
Agreement"), between Willcox & Gibbs, Inc., a New York corporation (the
"Company"), and Chemical Bank, a New York bank (formerly known as Manufacturers
Hanover Trust Company) (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent have amended the Rights
Agreement pursuant to the Amendment, dated as of November 12, 1992, and the
letter agreement, dated May 21, 1993, between the Company and the Rights Agent;
and
WHEREAS, the Company and the Rights Agent desire to further amend the
Rights Agreement in accordance with Section 28 thereof;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
1. Section 1(q) of the Rights Agreement is amended to read in its
entirety as follows:
(q) "Percentage Limitation" shall mean that number of Voting
Securities which then represents 45% of the Total Voting Power.
2. Section 7(a) of the Rights Agreement is amended by deleting the
date "November 12, 1997" and substituting therefor the date "December 31,
1994."
3. Exhibit B is amended by changing Footnotes 5 and 6 to read
"Insert December 31, 1994."
4. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
5. This Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
ATTEST: WILLCOX & GIBBS, INC.
By:--------------------------- By:-------------------------------
Name: Name:
Title: Title:
ATTEST: WILLCOX & GIBBS, INC.
By:--------------------------- By:-------------------------------
Name: Name:
Title: Title:
Exhibit 10.1
AMENDMENT NO. 1 TO
INVESTMENT AGREEMENT
Amendment No. 1, dated as of March 1, 1994, to the Investment
Agreement, dated as of November 12, 1992, among Willcox & Gibbs, Inc., a New
York corporation (the "Company"), International Technical Distributors, Inc., a
New York corporation ("ITD"), and Rexel, S.A., a French societe anonyme
formerly known as Compagnie de Distribution de Materiel Electrique ("CDME" and,
together with ITD, "Buyers").
Pursuant to the Purchase Agreement, dated as of April 22, 1992, among
the Company, Southern Electric Supply Company, Inc. ("SES"), CDME and ITD (the
"Purchase Agreement"), the Company issued to CDME and to ITD shares of common
stock, par value $1.00 per share, of the Company (the "Common Stock") in
consideration of the transfer by ITD to the Company of all of the issued and
outstanding capital stock of SES, a Subsidiary of ITD engaged in the
distribution of electrical supplies, and an additional cash payment by CDME.
In connection with the transactions contemplated by the Purchase Agreement,
Buyers and the Company entered into the Investment Agreement, dated as of
November 12, 1992 (the "Investment Agreement"), to establish various rights and
obligations in connection with Buyers' investment in Common Stock. Pursuant to
the Purchase Agreement, dated as of December 10, 1993, among the Company, ITD
and CDME, CDME has agreed to purchase from the Company and the Company has
agreed to sell to CDME additional shares of Common Stock, and in connection
therewith the Company, CDME and ITD wish to amend certain provisions of the
Investment Agreement.
Accordingly, the parties hereto agree to amend the Investment
Agreement as follows:
Section 1. The definition of "Independent Director" in Section 1
of the Investment Agreement is amended to read in its entirety as follows:
"Independent Director" means (i) each of John B. Fraser, R. Gary
Gentles, Austin List and Michael B. Wilson, so long as he is a director of the
Company, and (ii) each other director of the Company that is not and has never
been an officer, director, employee or partner of any member of the Buyer
Group, of any Person that has a material business relationship with any member
of the Buyer Group or of an Associate (as defined under the Exchange Act) of
any member of the Buyer Group, is not and has never been a CDME Nominee, is not
and has never been an officer or employee of the Company, any of its
Subsidiaries or of any of the Spin-Off Subsidiaries, has not prior to the date
of this Agreement been a director of the Company (other than Messrs. Fraser,
Gentles, List and Wilson), any of its Subsidiaries or any of the Spin-Off
Subsidiaries and is not a member of the immediate family of any of the
foregoing referred to in this clause (ii).
Section 2. The definition of "Percentage Limitation" in Section 1
of the Investment Agreement is amended to read in its entirety as follows:
<PAGE>
"Percentage Limitation" means that number of Voting Securities
which then represents 45% of the Total Voting Power.
Section 3. The following definition is added to Section 1 of the
Investment Agreement at the end thereof:
"W&G Shares" shall mean the Common Stock acquired by CDME under
the Purchase Agreement, dated as of December 10, 1993, among the Company and
the Buyers.
Section 4. Section 2(c)(1) of the Investment Agreement is amended
to read in its entirety as follows:
(c) Legends and Stop Transfer Orders.
(1) Each Buyer agrees to the placement of the following legend
on the certificates representing the Total Acquired W&G Shares, on
the certificates representing the W&G Shares and on the certificates,
if any, representing the shares issued pursuant to Section 2.4(c) of
the Purchase Agreement or pursuant to this Agreement (and on any
shares of Common Stock issued upon any stock split, stock dividend or
reclassification of Common Stock with respect to any such shares):
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 or securities
laws of any other jurisdiction and may not be sold or
transferred except in compliance with such Act and other
laws. In addition, the shares represented by this
certificate are subject to an Investment Agreement dated as
of November 12, 1992, as it may be amended from time to
time, a copy of which as so amended is on file at the
office of the Company, which provides, among other things,
for certain rights of purchase of such shares by the
Company and certain restrictions on transfer thereof. The
shares represented by this certificate may not be sold or
otherwise transferred except in compliance with said
Agreement, and any sale or other transfer not in compliance
therewith shall be void."
Section 5. Section 5 of the Investment Agreement is amended to
read in its entirety as follows:
5. Board of Directors.
(a) CDME has previously designated Eric Lomas, Alain Viry and Serge
Weinberg as CDME Nominees. On the date of Amendment No. 1 to this Investment
Agreement (the "Change Date"), the Company shall decrease the number of
directors to nine, Wayne Campbell, Robert Merson and Michael B. Wilson shall
resign as directors and the Company shall elect as directors effective on the
Change Date two additional nominees designated in writing by CDME to the
Company (the "New CDME Nominees"). In connection with the first election of
<PAGE>
directors of the Company by its shareholders to occur after the Change Date,
the Company shall nominate and recommend for election R. Gary Gentles for
election as a Class I director, one New CDME Nominee for election as a Class I
director and one New CDME Nominee for election as a Class II director. CDME
shall cause two CDME Nominees to resign as directors of the Company if CDME's
and its Affiliates' aggregate beneficial ownership of Voting Securities
declines to less than 30% of the Total Voting Power after the date of this
Agreement. If CDME and its Affiliates shall cease to be the beneficial owners,
in the aggregate, of 10% or more of the Total Voting Power, CDME shall cause
all CDME Nominees to resign as directors of the Company. CDME shall cause such
CDME Nominees to resign as directors of the Company so that no more than two
CDME Nominees shall serve as directors if (i) CDME or any of its Affiliates
shall have disposed of Restricted Securities and CDME and its Affiliates shall
cease to be the beneficial owners, in the aggregate, of 20% or more of the
Total Voting Power or (ii) CDME and its Affiliates shall cease to be the
beneficial owners, in the aggregate, of 15% or more of the Total Voting Power.
In connection with the expiration of the term as a director of the Company of
each of the CDME Nominees and of John K. Ziegler, the Nominating Committee
shall nominate and recommend for reelection each such director (or, in the case
of CDME Nominees, such other person as CDME shall designate in writing to the
Company) if he agrees to be nominated and, in the case of Mr. Ziegler, if he is
then an officer of the Company, subject to the obligations of CDME to cause
CDME Nominees to resign as set forth above in this Section. Any successor to
John B. Fraser, R. Gary Gentles or Austin List as a director of the Company
nominated by the Nominating Committee or elected by the Board of Directors of
the Company to fill a vacancy shall qualify as an Independent Director.
(b) During the term of this Agreement the Board of Directors of the
Company shall consist of nine members.
(c) CDME and the Company agree that (i) the Executive Committee of
the Board of Directors of the Company and the Nominating Committee shall be
comprised of one CDME Nominee, the chief executive officer of the Company (for
so long as he remains a director of the Company and, if the chief executive
officer is not also a director, then a director approved by a majority of the
Independent Directors) and one Independent Director, (ii) the Audit Committee
of the Board of Directors of the Company shall be comprised solely of
Independent Directors, and (iii) the Executive Compensation Committee shall be
comprised of two Independent Directors and one CDME Nominee, each of whom
qualifies as a "disinterested person" within the meaning of Rule 16b-3 under
the Exchange Act (or any successor rule), or, if no such CDME Nominee so
qualifies, another Independent Director who so qualifies.
(d) W&G shall cause to be maintained in effect for not less than
five years from the Closing the policies of directors' and officers' liability
insurance maintained by W&G as of the Closing (provided that W&G may substitute
therefor policies of at least the same coverage containing terms and conditions
which are no less advantageous) with respect to matters occurring prior to the
Closing to the extent available, provided that in no event shall W&G be
required to expend to maintain or procure insurance coverage pursuant to this
Section 5(d) any amount per annum in excess of 200% of the aggregate premiums
paid in 1991 on an annualized basis for such purpose. The directors and
officers of W&G, their heirs and representatives shall be the beneficiaries of
this Section 5(d).
<PAGE>
Section 6. Section 6 of the Investment Agreement is amended to
add the following subsections at the end thereof:
(i) Stock options granted under the Company's 1988 Stock Incentive
Plan, as amended through the date hereof, to any CDME Nominee and any shares of
Common Stock acquired by a CDME Nominee upon exercise of such options will not
be deemed to be beneficially owned by any member of the Buyer Group for
purposes of this Agreement nor subject to any of the provisions hereof.
(j) If CDME desires to purchase additional shares of Common Stock
and such purchase is not prohibited by this Agreement, CDME shall give written
notice to the Company specifying the number of shares that CDME desires to
purchase and the price per share in cash that CDME would agree to pay therefor
(the "Offer Notice"). The Company, if approved by a majority of the
Independent Directors, may elect to sell to CDME up to the number of shares
specified in the Offer Notice at the price per share in cash specified in the
Offer Notice by written notice to CDME given within 10 Business Days after the
Offer Notice is given to the Company (the "Acceptance Notice"). If the Company
so elects, the Company shall sell and CDME shall purchase shares of Common
Stock in accordance with the Acceptance Notice as promptly as practicable,
subject only to approval of the New York Stock Exchange and the Pacific Stock
Exchange of the listing of such shares. If the Company fails to give to CDME
an Acceptance Notice within the time provided above or gives to CDME an
Acceptance Notice indicating that it will sell less than all shares specified
in the Offer Notice, then CDME shall be free (subject to the other restrictions
in this Agreement) to purchase up to the number of shares specified in the
Offer Notice less the number of shares, if any, to be sold to CDME pursuant to
such Acceptance Notice, at any time or from time to time within 180 days after
the date that the Offer Notice was given to the Company for a purchase price
per share at or below the price specified in the Offer Notice. CDME agrees
that any shares of Common Stock purchased by it hereunder shall be for
investment for its own account and not with a view toward any distribution
thereof. No member of the Buyer Group shall acquire beneficial ownership of
any Common Stock from any person other than the Company other than in
accordance with the provisions of this Section 6(j).
Section 7. The first sentence of Section 8 of the Investment
Agreement is amended to read in its entirety as follows:
The obligations of the parties under this Agreement shall terminate
and be of no further force and effect from and after December 31, 1994, except
that the provisions of Section 5(d) shall continue in effect through the fifth
anniversary of the Closing Date.
Section 8. Miscellaneous.
(a) Continued Effect. Except as expressly changed hereby, the
Investment Agreement shall continue in full force and effect.
(b) Governing Law. This Amendment shall be governed by and
construed in accordance with the substantive law of the State of New York
without giving effect to the principles of conflict of laws thereof.
<PAGE>
(c) Counterparts. This Amendment may be executed in counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same agreement.
(d) Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction thereof.
IN WITNESS WHEREOF, the parties hereto and have caused this Amendment
to be duly executed as of the day and year first above written.
WILLCOX & GIBBS, INC.
By /s/ Allan M. Gonopolsky
---------------------------------------
Name: Allan M. Gonopolsky
Title: Vice President
REXEL, S.A.
By /s/ S. Weinberg
----------------------------------------
Name: S. Weinberg
Title: Chairman of the Board and
Chief Executive Officer
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
By /s/ S. Weinberg
----------------------------------------
Name: S. Weinberg
Title: Chairman of the Board
Exhibit 10.2
THIRD AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of March 1, 1994 (the "Amendment"), to the Rights
Agreement, dated as of January 10, 1989 (as amended, the "Rights Agreement"),
between Willcox & Gibbs, Inc., a New York corporation (the "Company"), and
Chemical Bank, a New York bank (formerly known as Manufacturers Hanover Trust
Company) (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent have amended the Rights
Agreement pursuant to the Amendment, dated as of November 12, 1992, and the
letter agreement, dated May 21, 1993, between the Company and the Rights Agent;
and
WHEREAS, the Company and the Rights Agent desire to further amend the
Rights Agreement in accordance with Section 28 thereof;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
1. Section 1(q) of the Rights Agreement is amended to read in its
entirety as follows:
(q) "Percentage Limitation" shall mean that number of Voting
Securities which then represents 45% of the Total Voting Power.
2. Section 7(a) of the Rights Agreement is amended by deleting the
date "November 12, 1997" and substituting therefor the date "December 31,
1994."
3. Exhibit B is amended by changing Footnotes 5 and 6 to read
"Insert December 31, 1994."
4. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
5. This Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
ATTEST: WILLCOX & GIBBS, INC.
By: /s/ Mary-Anne Kieran By: /s/ Allan M. Gonopolsky
------------------------------- -----------------------------------
Name: Mary-Anne Kieran Name: Allan M. Gonopolsky
Title: Corporate Secretary Title Vice President
ATTEST: CHEMICAL BANK
By: /s/ Charles A. Witek By: /s/ Michael A. Nespoli
------------------------------- -----------------------------------
Name: Charles A. Witek Name: Michael A. Nespoli
Title: Assistant Vice President Title: Vice President
