UNITED STATES
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
February 16, 1999
Date of Report (Date of Earliest Event Reported)
HOWARD B. WOLF, INC.
State of Texas 1-6775 75-0847571
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3809 Parry Avenue
Dallas, Texas 75226-1753
(Address of Principal Executive Offices) (Zip Code)
(214) 823-9941
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed since last Report)
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ITEM 5. OTHER EVENTS
On February 16, 1999, Howard B. Wolf, Inc. (the
"Registrant") entered into a purchase agreement (the
"Agreement") with Jean St. Germaine, a California
corporation ("JSG") pursuant to which the Registrant agreed
to sell JSG all of the assets necessary to produce
salesman's samples of the Howard Wolf Fall 1999 collection.
In addition, subject to either (a) the approval of the
Registrant's shareholders of that certain Plan of Complete
Liquidation and Dissolution adopted by the Registrant's
Board of Directors on February 3, 1999, or (b) a vote by the
Registrant's Board of Directors to proceed without such
approval, the Registrant shall sell to JSG its interest in
the Intellectual Property (as defined in the Agreement).
During the period between the date of the Agreement and the
I.P. Closing Date (as defined in the Agreement), the use of
the Intellectual Property by JSG shall be governed by that
certain license agreement by and between the Registrant and
JSG attached as Exhibit 1.4 to the Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBIT NO. DESCRIPTION
2.1 Purchase Agreement by and between
Howard B. Wolf, Inc. and Jean St.
Germaine, Inc., dated February 16,
1999.
SIGNATURES
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 thereunto duly
authorized.
HOWARD B. WOLF, INC.
(Registrant)
Date: February 26, 1999 By: /s/ EUGENE K. FRIESEN
---------------------------
EUGENE K. FRIESEN
SENIOR VICE PRESIDENT AND
TREASURER
(principal financial and duly
authorized officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Purchase Agreement by and between
Howard B. Wolf, Inc. and Jean St.
Germaine, Inc., dated February 16,
1999.
PURCHASE AGREEMENT
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THIS PURCHASE AGREEMENT (hereinafter the "Agreement"), is
effective as of the 16th day of February, 1999, by and between
HOWARD B. WOLF, INC., a Texas corporation (hereinafter
"Seller"), and JEAN ST. GERMAIN, INC., a California corporation
(hereinafter "Buyer").
W I T N E S S E T H:
WHEREAS, Seller desires to sell to Buyer, and Buyer desires
to purchase from Seller, certain assets of Seller and the
goodwill associated therewith, all upon the terms and conditions
and subject to the limited exceptions set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the
parties hereto agree as follows:
1. DEFINITIONS. As used in this Agreement, the following
words and phrases shall have the following meanings,
respectively:
1.1 ASSETS. Assets mean raw materials, patterns,
markers, hang tags and labels necessary to produce salesman's
samples of the Howard Wolf Fall 1999 Collection ("Collection) and
after Seller has completed the manufacture, marketing, sale and
distribution of any work in progress and the disposal of its
inventory, all remaining hang tags and labels.
1.2 CLOSING DATE. Closing Date shall have the meaning
set forth in Paragraph 4.
1.3 INTELLECTUAL PROPERTY. Intellectual Property
means and includes the VSOP, PRET-A-PORTE and HOWARD WOLF
trademarks, service marks, trade names and all other intellectual
property rights, trade secrets, and other proprietary
information, processes, and formulae relating to the Assets. All
of the Intellectual Property includes common law trademarks and
service marks.
1.4 LICENSE AGREEMENT. The License Agreement set forth
as Exhibit 1.4.
2. SALE AND PURCHASE OF SELLER'S ASSETS.
------------------------------------
2.1 PURCHASE AND SALE OF ASSETS. Upon the terms and
subject to the conditions of this Agreement, Buyer agrees to
purchase, accept, and acquire from Seller, and Seller agrees to
sell, transfer, assign, convey, and deliver to Buyer, on the
Closing Date, all right, title, and interest of Seller in and to
all of the Assets.
2.2 SALE OF INTELLECTUAL PROPERTY. Subject to the
approval by Seller's shareholders of that certain Plan of
Complete Liquidation and Dissolution adopted by Seller's
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Board of Directors on February 3, 1999 (the "Plan"), or a vote by
the Seller's Board of Directors to conduct the I.P. Closing (as
hereinafter defined) without such approval, Seller shall sell to
Buyer the Seller's interest in the Intellectual property set
forth in paragraph 1.3 and the goodwill and business associated
therewith. Should the shareholders of Seller not approve the
Plan, the purchase price set forth in paragraph 5.1 shall be
reduced to Two Hundred and Thirty Thousand Dollars ($230,000) as
more fully set forth in paragraph 5.2 herein.
2.3 LICENSE AGREEMENT. During the period between the
Asset Closing Date (as hereafter defined) and the I.P. Closing
Date (as hereinafter defined), the License Agreement shall govern
the use of the Intellectual Property by the Parties; provided,
however, that effective on the I.P. Closing Date, such License
Agreement shall terminate and, except for the rights granted to
Licensor in paragraph 1 thereof, be of no force and effect.
3. ASSUMPTION OF LIABILITIES.
-------------------------
3.1 Buyer shall not assume or be responsible for any
obligations of Seller, expressed or implied. Seller shall not
assume or be responsible for any obligations of Buyer, expressed
or implied; provided however that during the period between the
execution hereof and the I.P. Closing Date, but in no event later
than April 30, 1999, Seller shall assist Buyer in producing
salesman's samples of the Collection, for which assistance Buyer
shall pay or reimburse Seller, as the case may be, all direct
costs incurred by Seller in connection therewith and pre-approved
by Buyer, such payment to be made by Buyer within seven (7) days
of receipt by Buyer of all invoices from Seller for such costs;
provided that no pre-approval is necessary for costs under
$500.00.
4. CLOSING DATE. The closing of the Asset Purchase
------------
transaction contemplated by this Agreement (the "Asset Closing")
shall take place on February 16, 1999, or at such other time and
place as shall mutually be agreed upon by Seller and Buyer,
referred to as the "Asset Closing Date". The closing of the
Intellectual Property purchase transaction contemplated by this
Agreement (the "I.P. Closing") shall take place on the earlier of
five (5) days subsequent to the approval by Seller's shareholders
of the Plan or five (5) days subsequent to a resolution by the
Board of Directors of Seller to close the Intellectual Property
sale transaction contemplated herein without such approval (the
"I.P. Closing Date").
5. CONSIDERATION FOR ASSETS.
------------------------
5.1 PURCHASE PRICE. The purchase price for the Assets
shall equal Two Hundred Fifty Thousand Dollars ($250,000.00)
payable as follows: (a) on or before the Asset Closing Date,
Buyer shall deliver to Seller the sum of Seventy-Five Thousand
Dollars ($75,000.00) and (b) Buyer shall make payments of Fifty-
Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Two
Cents ($58,333.32) on September 30, 1999, October 31, 1999 and
November 30, 1999 (collectively the "Monthly Payments");
provided, however, that (i) in the event that the I.P. Closing
Date does not occur by November 30, 1999, the payment due by
Buyer to Seller on such date will be reduced by $20,000 and with
respect to such $20,000 the payment schedule referred to in
paragraph 4 of the License Agreement shall apply; (ii) should the
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I.P. Closing occur subsequent thereto, any remaining payments
shall be accelerated and paid at such closing and the License
Agreement shall terminate; and (iii) should Buyer default in the
making of timely Monthly Payments, Buyer shall have ten (10) days
grace period from date of Sellers written notice, within which to
cure such default after which time if the default is not cured,
the remaining unpaid balance of Monthly Payments shall
immediately become due and payable and such event shall be deemed
an event of default ("Buyers Default") in which event, Buyer
shall cease and desist from using the Intellectual Property,
provided however that if, and only if, Seller receives payment of
such unpaid balance within thirty (30) days of Buyer's Default,
Buyer may resume use of the Intellectual Property. If the
Buyer's Default remains uncured after such thirty (30) day
period, all rights to the Intellectual Property shall revert back
to Seller.
6. REPRESENTATIONS AND WARRANTIES.
------------------------------
6.1 REPRESENTATIONS AND WARRANTIES OF SELLER. To
induce Buyer to purchase the Assets and Intellectual Property
upon the terms and conditions contained in this Agreement, Seller
represents and warrants to Buyer as follows:
(a) ORGANIZATION, GOOD STANDING, POWER, ETC.
Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Texas, and has full
statutory power and authority to carry on the business which it
is now conducting, and to operate and own the Assets and
Intellectual Property, properties and business now owned or
leased and operated by it, including but not limited to the
Assets, is duly qualified to do business in every other state
where it is required to be so qualified in connection with its
business activities.
(b) AUTHORITY TO MAKE AND PERFORM THIS AGREEMENT.
Seller has been duly and validly authorized to make, execute,
deliver, enter into and perform any and all of its obligations
under and pursuant to this Agreement, to transfer all of the
Assets to Buyer pursuant to, and upon the terms and conditions
set forth in this Agreement and to consummate the transactions
contemplated by this Agreement.
(c) AUTHORITY RELATIVE TO THIS AGREEMENT. The
execution, delivery and performance of this Agreement by Seller
and the consummation of the transactions contemplated hereby will
not violate any provisions of law or any statutory or
governmental restriction applicable to Seller in such a manner as
to prevent or materially impede consummation of the transactions
contemplated hereby, and will not conflict with, or result in the
breach or termination of any provision of, or constitute (with or
without the giving of notice or the lapse of time, or both) a
violation of, a default under or result in the creation of any
lien, charge or encumbrance upon any of the properties, assets or
business of Seller pursuant to its Articles of Incorporation or
By-Laws, any of its statutory obligations imposed by any state or
federal governmental entity, or any indenture, mortgage, deed of
trust, or other instrument or agreement, or any order, judgment
or decree to which Seller is a party or by which the Assets are
bound.
(d) TITLE TO ASSETS. On the Asset Closing Date,
Seller will have good
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and marketable title to the Assets, free and clear of all claims,
liens and encumbrances.
(e) TITLE TO INTELLECTUAL PROPERTY. On the I.P.
Closing Date, Seller will have good and marketable title to the
Intellectual Property, free and clear of all claims, liens and
encumbrances.
(f) TRADEMARKS, COPYRIGHTS OR TRADE SECRETS.
Seller represents and warrants that, to the best of Seller's
knowledge, none of the Intellectual Property infringes any United
States or foreign copyright, trademark, or trade secret of any
third party. Seller has received no notice from any third party
of any alleged infringement of any United States or foreign
copyright or trade secret.
(g) BROKER OR FINDER. Seller has not retained
the services of a broker or finder in connection with this
Agreement.
6.2 REPRESENTATIONS AND WARRANTIES OF BUYER. To
induce Seller to sell the Assets upon the terms and conditions
contained in this Agreement, Buyer represents and warrants to
Seller that:
(a) ORGANIZATION AND GOOD STANDING. Buyer is a
corporation duly organized, validly existing and in good standing
under the laws of the State of California, and has full corporate
power to acquire and own the Assets and to perform its
obligations under this Agreement.
(b) AUTHORITY TO MAKE AND PERFORM THIS AGREEMENT.
Buyer has been duly and validly authorized to make, execute,
deliver, enter into and perform any and all of its obligations
under, and pursuant to, this Agreement and, upon the terms and
conditions set forth in this Agreement, and to consummate the
transactions contemplated hereby. No action is required by the
shareholders of record of Buyer to make the representation and
warranty contained in the preceding sentence complete and
accurate.
(c) AUTHORITY RELATIVE TO THIS AGREEMENT. The
execution, delivery and performance of this Agreement by Buyer
and the consummation of the transactions contemplated hereby will
not violate any provisions of law or any statutory or
governmental restriction applicable to Buyer in such a manner as
to prevent or materially impede consummation of the transactions,
contemplated hereby, and will not conflict with, or result in the
breach or termination of any provision of, or constitute (with or
without the giving of notice or the lapse of time, or both) a
default under or result in the creation of any lien, charge or
encumbrance upon any of the properties, assets or business of
Buyer pursuant to, its Articles of Incorporation or Bylaws, or
any indenture, mortgage, deed of trust, or other instrument or
agreement, or any order, judgment or decree to which Buyer is a
party or by which its assets are bound. Neither Buyer nor any of
its assets is subject to any provision in Buyer's Articles of
Incorporation or Bylaws or any mortgage, lease, agreement, order,
judgment or decree to which Buyer is a party or by which its
assets are bound, of any kind or character which would prevent
Buyer from entering into this Agreement or from consummating the
transactions contemplated here-by, and,
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to the best of Buyer's knowledge and belief, no governmental
approvals of this Agreement are required.
(d) BROKER OR FINDER. Buyer has not retained the
services of a broker or finder in connection with this Agreement.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER.
--------------------------------------------
The obligations of Buyer under this Agreement are subject to
the occurrence at or prior to the Closing Date of each of the
following conditions, any or all of which may be waived in whole
or in part by Buyer:
7.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Seller herein contained shall
be true on and as of the Closing Date, except to the extent that
such representations and warranties were made as of a specified
date and as to such representations and warranties the same shall
have been true as of the specified date.
7.2 PERFORMANCE OF AGREEMENTS. Seller shall have
performed or caused to have been performed all obligations,
covenants and agreements and complied with all covenants and
conditions contained in this Agreement to be performed or
complied with by Seller at or prior to the Closing Date.
7.3 LICENSE AGREEMENT. Buyer and Seller shall have
entered into a License Agreement in the form of Exhibit 1.4.
7.4 INSTRUMENT OF TRANSFER AND RELATED DOCUMENTS.
Seller shall have executed and delivered to Buyer an Instrument
of Transfer, deeds, bill of sale, as attached hereto on
Exhibit 7.4.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.
---------------------------------------------
The obligations of Seller under this Agreement are subject
to the occurrence, at or prior to the Assets and I.P. Closing
Dates, of each of the following conditions, any or all of which
may be waived in whole or in part by Seller:
8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Buyer herein contained shall be
true on and as of the Closing Date, except to the extent that
such representations and warranties were made as of a specified
date and as to such representations and warranties the same shall
have been true as of the specified date.
8.2 PERFORMANCE OF AGREEMENTS. Buyer shall have
performed or caused to have been performed all obligations,
covenants and agreements and complied with all covenants and
conditions contained in this Agreement to be performed or
complied with by Buyer at or prior to the Closing Date.
8.3 SHAREHOLDER APPROVAL. With respect to the I.P.
Closing, Seller shall
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have obtained the necessary Shareholder Approval of the Plan or
the Board of Directors approval of the I.P. Closing.
9. POST-CLOSING AGREEMENT. For a period of 90 days from
----------------------
and after the date hereof, at Buyer's request and without further
consideration, Seller shall execute and deliver to Buyer a Bill
of Sale regarding the assets and/or an assessment for the
Intellectual Property, if appropriate.
10. INDEMNIFICATION AND SETTLEMENT OF CLAIMS.
----------------------------------------
10.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES, ETC.
Subject to Paragraph 10.4, all representations and warranties of
the parties made in this Agreement or as provided in this
Agreement shall survive the Closing Date for a period of thirty-
six (36) months thereafter notwithstanding any investigation at
any time made by or on behalf of the other party (the "Survival
Period"). All representations and warranties related to any claim
asserted in writing prior to the expiration of the Survival
Period shall survive until such claim shall be resolved and
payment in respect thereof, if any is owing, shall be made. If
no claim shall have been made against a party for any
incorrectness in or breach of any representation or warranty made
in this Agreement prior to the expiration of the Survival Period,
such party shall have no further liability under this Agreement
with respect to such representation and warranty.
10.2 SELLER'S AGREEMENT TO INDEMNIFY. Seller and its
principal members shall fully indemnify and hold harmless Buyer,
its officers, directors, employees and affiliates against and in
respect of any and all liabilities, obligations, losses, damages,
claims, actions, causes of action, proceedings, fines, penalties,
demands, suits, debts, dues, deficiencies, costs, or expenses,
known or unknown, directly or indirectly, (including, without
limitation, the reasonable fees and expenses of investigation and
counsel) (collectively, "Losses") resulting from:
(a) any misrepresentation or breach of any
representation or warranty, by Seller made in this Agreement
(including, without limitation, the Exhibits to this Agreement
and the certificates delivered under this Agreement) or as
provided in this Agreement;
(b) any and all chargebacks by customers of Buyer
resulting from merchandise shipped by Seller or for markdown
allowance, advertising or other claims made by customers of Buyer
as a result of or relating to transactions between Seller and its
customers or unrelated to the conduct of Buyer.
10.3 BUYER'S AGREEMENT TO INDEMNIFY. Buyer and its
principal members shall fully indemnify and hold harmless Seller,
its officers, directors, employees and affiliates against and in
respect of any and all liabilities, obligations, losses, damages,
claims, actions, causes of action, proceedings, fines, penalties,
demands, suits, debts, dues, deficiencies, costs, or expenses,
known or unknown, directly or indirectly, (including, without
limitation, the reasonable fees and expenses of investigation and
counsel) (collectively, "Losses") resulting from:
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(a) any misrepresentation or breach of any
representation or warranty, by Buyer made in this Agreement
(including, without limitation, the Exhibits to this Agreement
and the certificates delivered under this Agreement) or as
provided in this Agreement;
(b) any and all chargebacks by customers of
Seller resulting from merchandise shipped by Buyer or for
markdown allowance, advertising or other claims made by customers
of Seller as a result of or relating to transactions between
Buyer and its customers or unrelated to the conduct of Seller.
10.4 PROCEDURE FOR INDEMNIFICATION. Any person
entitled to indemnification under this Agreement shall (1) give
prompt notice to the indemnifying party of any third party claim
with respect to which it seeks indemnification and (2) permit
such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party;
provided, that any person entitled to indemnification under this
Agreement shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such person
unless (A) the indemnifying party has agreed to pay such fees or
expenses, (B) the indemnifying party shall have failed to assume
the defense of such claim and employ counsel reasonably
satisfactory to such person, or (C) in the reasonable judgment of
any such person, based upon advice of its counsel, conflict of
interest may exist between such person and the indemnifying party
with respect to such claims (in which case, if the person
notifies the indemnifying party in writing that such person
elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such
person). If such defense is not assumed by the indemnifying
party, the indemnifying party will not be subject to any
liability for any settlement made without its consent (but such
consent will not be unreasonably withheld, delayed or
conditioned). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any
indemnified party and any other of such indemnified parties with
respect to such claim, there may be legal defenses available to
one which are different from or additional to those available to
the other, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel
or counsels. No indemnifying party shall, except with the
consent of each indemnified party, consent to any settlement of a
claim which does not include only the payment of money and as an
unconditional term thereof the giving by the relevant third party
to each indemnified party a release of all liability in respect
of such claim and no obligation to perform or refrain from
performing any act so imposed on any indemnified party by reason
thereof.
11. MISCELLANEOUS.
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11.1 EXPENSES. Whether or not the transactions
contemplated by this Agreement or the License Agreement are
consummated, each of the parties hereto shall pay its own fees
and expenses incident to the negotiation, preparation and
execution of this Agreement or the License Agreement, closing and
other documents required by the Agreement or the
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License Agreement and counsel and accountant's fees, incident
thereto.
11.2 NOTICES. All notices, requests, demands and other
communications which are required or may be given under this
Agreement or the License Agreement shall be in writing and shall
be deemed to have been duly given if delivered or mailed, first
class, postage prepaid:
(a) If to Buyer:
Jean St. Germain, Inc.
2305 S. Santa Fe Avenue
Los Angeles, CA 90058
With a copy to:
Jeffrey H. Kapor, Esquire
Katz, Hoyt, Seigel & Kapor LLP
11500 W. Olympic Blvd.
Suite 550
Los Angeles, CA 90064
(b) If to Seller:
Howard B. Wolf, Inc.
3809 Parry Avenue
Dallas, TX 75226
With a copy to:
Joel Held, Esquire
Arter & Hadden
1717 Main
Suite 4100
Dallas, TX 75201
(or to such other address as either party shall have specified by
notice in writing to the other party).
11.3 ENTIRE AGREEMENT. This Agreement and the License
Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject
matter hereof.
11.4 AMENDMENT. Neither this Agreement nor the License
Agreement can be altered or amended except pursuant to an
instrument in writing signed by all of the parties hereto.
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11.5 SUCCESSORS AND ASSIGNS. This Agreement and the
License Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors, assigns,
heirs, executors and administrators. This Agreement may not be
assigned by either party without the written consent of the
other.
11.6 SECTION AND OTHER HEADINGS. The section and other
headings contained in this Agreement and the License Agreement
are for reference purposes only and shall not effect the meaning
or interpretation of this Agreement or the License Agreement.
11.7 KNOWLEDGE. For purposes of this Agreement and the
License Agreement, "to the knowledge of" or similar language
shall mean the actual knowledge after reasonable inquiry.
11.8 APPLICABLE LAW. This Agreement and the License
Agreement shall be governed by, and construed under and pursuant
to, the laws of the California.
11.9 COUNTERPARTS. This Agreement and the License
Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement and the License Agreement to be executed all as of the
date first above written.
HOWARD B. WOLF, INC.,
a Texas corporation
By: /s/ ROBERT WOLF
----------------------------
Name: Robert Wolf
--------------------------
Title: President
-------------------------
JEAN ST. GERMAIN, INC.,
a California corporation
By: /s/ GEORGE RUDES
----------------------------
Name: George Rudes
--------------------------
Title: President
-------------------------
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EXHIBIT 1.4
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made as of February 16, 1999, by
and between HOWARD B. WOLF, INC., whose principal place of
business is 3809 Parry Avenue, Dallas, Texas, 75226 (hereafter,
"Licensor"), and JEAN ST. GERMAIN, INC., whose principal place of
business is 2305 S. Santa Fe Avenue, Los Angeles, California,
90058 (hereafter, "Licensee").
Recitals
WHEREAS, Licensor and Licensee have entered into that
certain purchase agreement of even date herewith (the "Purchase
Agreement") to which this License Agreement ("License Agreement")
is annexed as an exhibit; and
WHEREAS, the defined terms of the Purchase Agreement as used
herein shall have the same meanings as defined in the Purchase
Agreement; and
WHEREAS, Licensor and Licensee desire to enter into this
Agreement with respect to the Intellectual Property (as defined
in the Purchase Agreement).
NOW, THEREFORE, for and in consideration of the foregoing
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Agreement
1. LICENSE. Subject to the terms and conditions provided
herein, Licensor grants to Licensee the exclusive right and
license to use the Intellectual Property throughout the United
States, Canada and Mexico (the "Territory") in connection with
the design, manufacture, marketing, sale and distribution of any
wearing apparel (the "Licensed Products"); provided, however,
that Licensor shall, in its sole and absolute discretion, have
the right to continue to use the Intellectual Property for a
period of one (1) year from the date hereof to complete the
manufacture, marketing, sale and distribution of any work in
process as of the date hereof, and to dispose of its inventory.
Commencing with the Howard Wolf Fall 1999 Collection (i) except
as herein provided, Licensor shall not use nor license the
Intellectual Property; and (ii) Licensee shall be the sole and
exclusive Licensee of the Intellectual Property.
2. QUALITY OF GOODS. The quality of the Licensed Products
shall be consistent with that of Licensee's other products. The
materials and workmanship used by Licensee in the manufacture of
Licensed Products shall be of a quality at least equal to the
materials and workmanship used in the manufacture of its other
products.
3. INSPECTION. Licensee shall permit duly authorized
representatives of Licensor, acceptable to Licensee, which
acceptance shall not be unreasonably withheld, to inspect, at all
reasonable times, and upon seven (7) days notice, Licensee's
manufacturing, distribution and sales facilities. Unless written
objection is received by Licensee within seven (7) days after
inspection of merchandise, items inspected pursuant to this
paragraph shall be deemed acceptable
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to Licensor. Licensor's Agents must use their reasonable
judgment to determine if the merchandise is not acceptable and if
Licenser's Agent makes such determination, Licensor's Agent's
notice to Licensee must specify in writing the cause of
Licensor's determination that the merchandise is unacceptable and
what steps must be taken by Licensee to make the merchandise
reasonably acceptable.
4. ROYALTIES. For the rights granted herein, Licensee
agrees to pay Licensor a royalty in the amount of One Thousand
Dollars ($1,000.00) per year, such amount to be paid on or before
December 31, of each year during the Term.
5. TERM. Unless sooner terminated pursuant to the
provisions of this Agreement, this Agreement shall commence as of
the date first stated above, and shall terminate the earlier of
the I.P. Closing Date or the twentieth (20th) anniversary of the
date hereof.
6. DISPOSAL OF INVENTORY. Should this Agreement expire or
be terminated, Licensee shall have one (1) year from the
effective date of such termination or expiration to complete the
manufacture of any work in process as of such date, and to
dispose of its inventory of Licensed Products within the
Territory.
7. LICENSEE'S OBLIGATIONS ON TERMINATION. Upon expiration
of the term, the occurrence of Buyers Default (as defined in the
Purchase Agreement) or other termination of this Agreement, all
of Licensee's rights under this Agreement shall terminate subject
to the provisions of this Agreement allowing for the disposal of
Licensed Products and the terms of the Purchase Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
LICENSOR: LICENSEE:
HOWARD B. WOLF, INC. JEAN ST. GERMAIN, INC.
By: /s/ ROBERT WOLF By: /s/ GEORGE RUDES
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Its: President Its: President
---------------------- -----------------------
-2-
<PAGE>
Exhibit "A"
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Property
VSOP
HOWARD WOLF
PRET-A-PORTE
<PAGE>
Exhibit "B"
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Form of Common Law Assignment
ASSIGNMENT
WHEREAS, Howard B. Wolf, Inc., whose principal place of
business is 3809 Parry Avenue, Dallas, Texas, 75226,
(hereinafter, "Assignor"), has adopted and is using the marks
VSOP, PRET-A-PORTE and HOWARD WOLF on the following
goods/services:
women's apparel;
WHEREAS, Assignor adopted and began usage of such mark for
such goods/services on September, 1974, and adopted and began
usage of such mark for such goods/services in interstate commerce
on September, 1974;
WHEREAS, the mark is not registered with any Federal, state,
local or foreign governmental or regulatory agency, and Assignor
is not in the process of seeking registration with any such
governmental or regulatory agency;
WHEREAS, Jean St. Germain, Inc., a California corporation,
with its principal place of business at 2305 S. Santa Fe Avenue,
Los Angeles, California, 90058 (hereinafter, "Assignee"), is
desirous of acquiring said mark and all of Assignor's right,
title and interest in said mark, plus the goodwill of the
business in connection with which such mark is used;
NOW, THEREFORE, on the 17th day of February, 1999, for good
and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Assignor does hereby assign and transfer
unto Assignee, its successors and assigns, all of Assignor's
right, title and interest in and to said mark, together with the
goodwill of the business symbolized by the mark and any and all
claims and demands at law or in equity that Assignor now has or
may hereafter acquire on account of any infringement of the
trademark prior to the date hereof.
ASSIGNOR:
HOWARD B. WOLF, INC.
Date: February 17, 1999 By: /s/ ROBERT WOLF
-----------------------------
Its: President
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<PAGE>
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
On this 17th day of February, 1999, before me, the
undersigned, a Notary Public in and for said State, personally
appeared George Rudes and Robert Wolf, personally known to me or
proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the
instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ LAHONDA G. HOLLE
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[seal] Notary Public
