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)February 23, 1995
RICHARDSON ELECTRONICS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 0-12906 36-2096643
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
40W267 Keslinger Road
LaFox, IL 60147
(Address of principal executive offices)
Registrant's telephone number, including area code 708-208-2200
Not applicable
(Former name or former address, if changed since last report.)
Exhibit Index is located at page 3
This Current Report on Form 8-K contains a total of 22 pages.
<PAGE>
Item 2 Acquisition or Disposition of Assets
On or about February 23, 1995 the registrant, Richardson
Electronics, Ltd. (herein the "Company") together with its
indirect wholly owned French subsidiary corporation, Richardson
Electronique S.A. (herein "RESA"), entered into certain
agreements with the City of Brive, France and Denis Dumont and
Patrick Pertzborn, as representatives of a group of RESA
employees (herein the "RESA Employees"). Consummation of the
agreements is subject to completion of certain administrative
matters and the payment by RESA to the City of Brive of
approximately $1,510,000. Pursuant to such agreements, ownership
of the land and factory building (herein the "Facility") at which
RESA conducts electron tube manufacturing operations in Brive,
France will be returned to the City of Brive and the Company and
RESA will be released from all further liability for the
remaining amount (approximately $10,485,000) due in connection
with the original financing of the Facility. Also pursuant to
such agreements RESA will contribute to a newly created, wholly
owned French subsidiary of RESA (herein "Covelec"), the assets
used in RESA's electron tube manufacturing operations at the
Facility, including machinery and equipment, raw materials, and
spare parts, having a net book value of approximately $5,121,000,
as well as cash to fund severance, warranty, and certain other
obligations which are being assumed by Covelec. The stock of
Covelec will be transferred to the RESA Employees for no cash
consideration. As part of the transaction the RESA Employees
have agreed to enter into an agreement with the City of Brive
which will permit Covelec to use that portion of the Facility
required for continuing electron tube manufacturing operations
and have agreed to maintain employment of 83 employees at the
Facility for a three year period. In addition, Covelec and the
Company have entered into an agreement to assure the Company's
customers of an uninterrupted supply of products produced at the
Facility. That agreement provides for an aggregate of
approximately $30,714,000 of product to be purchased from and
supplied by Covelec to the Company over a three-year period.
These agreements and the amounts and considerations involved were
determined by arms-length negotiations, and after the Company had
exhausted all other economically superior alternatives to end the
Company's involvement in the manufacture of electron tubes in
Brive, France, which operations, notwithstanding the efforts of
the Company, continued to experience underutilization and
inefficiencies generating significant losses throughout fiscal
1993 and 1994. These transactions were part of the Company's
plan announced last year to phase down its involvement in
manufacturing and the financial effects are in line with
management's projections included in the charge taken on its
financial statements in the fourth quarter of fiscal 1994.
<PAGE>
Item 7 Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
10(a) Agreement among the City of Brive, Richardson
Electronics, Ltd., Richardson Electronique S.A.,
Covelec S.A., and Messrs. Denis Dumont and Patrick
Pertzborn delivered February 23, 1995.
translation from French
10(b) Agreement among Richardson Electronics, Ltd.,
Richardson Electronique S.A., Covelec S.A., and
Messrs. Denis Dumont and Patrick Pertzborn
delivered February 23, 1995.
translation from French
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 hereunto duly authorized.
RICHARDSON ELECTRONICS, LTD.
By: /s/ William G. Seils
William G. Seils
Senior Vice President
and Secretary
Date: March 8, 1995
The following document is a fair and accurate English translation
of exhibit 10(a) which is the Agreement with the City of Brive.
/s/ William G. Seils
Senior Vice President and Secretary
of Richardson Electronics, Ltd. (Registrant)
AGREEMENT
AMONG THE UNDERSIGNED:
- - The City of Brive,
having, by a resolution dated February 16, 1995, authorized its
Mayor, Mr. Jean CHARBONNEL, to sign the present document,
hereinafter referred to as "The City of Brive";
- - RICHARDSON ELECTRONICS, LTD., a Delaware company with its head
office at 40W267 Keslinger Road, La Fox, Illinois 60147, USA,
represented by Mr. Ad Ketelaars
hereinafter referred to as "REL";
- - RICHARDSON ELECTRONIQUE S.A. (hereinafter "RESA"), with a capital
of French Francs 108,600,000 and its registered office at the Z.I.
de la Marquisie in Brive,
represented by Mr. Denis Dumont
hereinafter referred to as "RESA";
- - COVELEC S.A., a company with a capital of French Francs 250,000
with its registered office to be transferred to the Z.I. de la
Marquisie in Brive represented by its President, Mr. Ad Ketelaars;
hereinafter referred to as "Covelec"; and
- - Messrs. Denis DUMONT and Patrick PERTZBORN hereinafter referred
to as "the Managers".
WHEREAS;
During 1988, the Philips company and more specifically, RTC
Compelec, made public its intention to interrupt "the manufacture
and sale of professional emission tubes within a relatively short
period". These products represented the totality of one of the
branches of activity of a factory in Brive which branch employed 81
people.
The proposed acquisition by Richardson Electronics of the total
branch of activity of RTC Compelec led the City of Brive and REL to
develop contacts in order that the manufacturing activity be
maintained at the site and the employment saved.
It was in this spirit that the City of Brive proposed to REL land
located in an industrial zone and the installment sale of a turnkey
factory built according to the specifications of the users, granting
them the advantages authorized by the law in effect at the time.
It was, thus, in 1989 that RESA, a subsidiary of REL, was created
with the purpose of continuing the manufacturing of electric tubes
and the marketing of such production, principally for export. REL
had at the time a distribution company subsidiary principally for
the marketing of the products manufactured by the REL group.
Concomitantly, the City of Brive sold to RESA the land and the
factory it had built thereon, pursuant to a notarized act signed
before Me. Claude Peyronnie on December 12, 1990 (hereinafter "the
Real Estate Complex").
Upon the initiative of the U. S. Justice Department, proceedings
were commenced against REL in the United States for the alleged
violation of the American antitrust laws and, in particular, Article
1 of the Sherman Act.
Subsequent to these proceedings, REL had to negotiate a settlement
agreement with the American Justice Department, the terms of which
required, inter alia, REL to undertake no longer to pursue external
growth, which growth would have brought about a maximum utilization
of the production capacities at the Brive site. This state of facts
having caused a substantial degradation of RESA's economic
situation, REL had to envision the termination of production by
RESA.
In order to maintain the production facility and employment in the
Brive area, numerous meetings have taken place among the parties
with the objective of favoring the creation of a new company, the
shareholders of which would be former employees of RESA, with the
transfer of assets from RESA to Covelec, and the repossession of the
Real Estate Complex by the City of Brive, the latter at the same
time agreeing: to make available all or a part thereof for the
Managers for a financial consideration and in exchange for the
maintaining of the largest possible number of jobs. The City shall,
if necessary, look for other users or lessees. The nature and the
conditions of this availability shall be the subject of a
negotiation and an agreement among the parties.
REL wishes, as in the past, to purchase and assure the distribution
of products manufactured by the Brive factory for a minimum of three
years.
The City of Brive acknowledges that REL, in its relations with the
City of Brive and RESA, has always acted in good faith and used its
best efforts, in conformity with the law, to insure the good
development of RESA's affairs and maintain employment at the
industrial site in Brive.
REL on the other hand recognizes that the City's interest in
maintaining the industrial plant and the employment at the site
within the commune actually corresponds to economic prerogatives
recognized by legislative and regulatory texts which govern the
activity of local collectivities and in no way constitutes an
interference with the responsibilities of the management of RESA and
Covelec.
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
ARTICLE 1
REL undertakes to see that its subsidiary RESA shall pay the City
of Brive the annual payment in the amount of French Francs
7,784,213.02 relating to the Real Estate Complex due on December 7,
1994. This amount shall be due and payable on February 17, 1995,
after which date the competent state services will be required to
recover late charges.
ARTICLE 2
REL agrees, and hereby gives its joint and several guarantees to its
subsidiary, RESA, that all of RESA's debts set forth in the
financial statement, certified by RESA's statutory auditor and
annexed hereto as Exhibit 1, shall be paid by the latter on their
due dates. It is, however, specified that RESA's indebtedness with
respect to the deferred payments for the Real Estate Complex are
governed by the provisions of Article 5 below. In addition,
subsequent to the payment of such debts, REL confirms its intention
to see that its subsidiary, RESA, shall conclude its operations only
by an amiable liquidation and guarantees that it shall not declare
a legal bankruptcy before a period of 15 months following the
occurrence of the last operation of the contribution of assets as
described in Article 3 hereafter, and in any event, before a period
of 6 months following the City's effective repossession of the Real
Estate Complex.
ARTICLE 3
RESA confirms that it has created prior to the date hereof, the
commercial company - Covelec - with the corporate purpose as
hereafter described.
Covelec agrees to maintain at least 83 of the employees presently
engaged by RESA with their seniority and acquired rights.
The cost of the termination and the social plan which shall
accompany the reduction of personnel from the present level of
employment shall be borne, directly or indirectly, by REL or RESA.
It is agreed between REL and the Managers that, within four months
from the creation of Covelec, RESA shall transfer or contribute its
industrial activity comprised of the assets listed in the
contribution agreement annexed as Exhibit 2 hereto, it being noted
that the capital of Covelec shall not be less than French Francs
25,750,000.
It is agreed that these combined assets shall permit Covelec to
insure a production capacity identical to that carried out by RESA.
ARTICLE 4
REL guarantees the signing of a three-year contract with Covelec
pursuant to which the Richardson Electronics group shall purchase
finished products from the new company as follows:
French Francs 44.753 million during the first year;
French Francs 55.771 million during the second year; and
French Francs 57.794 million during the third year.
A draft of the agreement including this supply contract is set forth
as Exhibit 3 hereto.
ARTICLE 5
In consideration of REL's undertakings set forth in the preceding
articles, the City of Brive agrees to take back the Real Estate
Complex pursuant to an administrative agreement which shall be
presented to the municipal council at the same time as this
Agreement and which, after authorization, shall be signed on the
same day as the latter. RESA accepts to transfer the Real Estate
Complex pursuant to the conditions below and REL guarantees such
transfer. The repurchase shall take place pursuant to the following
conditions: the price shall be French Francs 1 - final price and
full release. Taking into account the future change of ownership
in favor of the City of Brive, it is expressly agreed that RESA is
now released and discharged of the balance of the purchase price (in
capital and interest) agreed to in the notarized act referred to in
the whereas clauses above and, thus, it is required to make only the
payment of the contractual amount initially due on December 7, 1994,
as described in Article 1 above.
ARTICLE 6
Simultaneously with its repossession of the Real Estate Complex, the
City of Brive undertakes to make available to Covelec that
manufacturing and office space at the industrial zone at La
Marquisie necessary for its activity.
Upon the signature of this Agreement and until December 7, 1995, the
City of Brive shall grant the use of such space for free, given that
the annual 7.8 million French Franc payment by RESA covers such
period.
During such period, Covelec and the City of Brive or any entity
which the latter may substitute shall meet to determine the
conditions of the availability of the space as of December 8, 1995.
It is specified here that the undertaking thus given by the City of
Brive is in consideration of the undertaking of the Managers to
continue the employment contracts of at least 83 of RESA's employees
and to maintain their employment in Brive. Thus, in the event that
Covelec shall reduce the employment situation in a substantial
manner at any time during the period the distribution contract with
the Richardson group shall remain in force, the City of Brive shall
have the right to request Covelec to renegotiate the conditions of
the availability of the Real Estate Complex. Covelec, in signing
this Agreement, hereby agrees to such a renegotiation.
It is also agreed that Covelec and the Managers undertake during a
period of three years, both vis-a-vis REL and the City of Brive:
- - not to make modifications in the production apparatus in a manner
that might be negative to the company's industrial development;
- - not to transfer all or part of their shares in Covelec; and
- - not to transfer the control of Covelec to a third party without
having obtained from the transferee the undertaking to respect the
obligations of Covelec set forth herein.
ARTICLE 7
The City of Brive undertakes to use its best efforts with the
General Tax Administration so that Covelec may benefit from the
favorable tax treatment reserved for companies in difficulty, as
concerns the Corporate Income Tax, the Professional Tax and the Land
Tax.
In the event that the General Tax Administration shall refuse this
favorable regime for Covelec, the parties shall meet to attempt to
find relief with respect to the additional costs which such company
shall have to bear.
ARTICLE 8
The parties agree to take all steps with respect to the provisions
applicable to each of them to cause the various events and
undertakings set forth in this Agreement and its annexes which
constitute an integral part hereof to be realized. In particular,
the parties agree that all acts, documents or any authorizations
necessary for the carrying out hereof shall be taken or obtained no
later than June 30, 1995.
ARTICLE 9
At the signing of this Agreement, it is agreed that the parties
shall also supply the following documents:
- - an opinion letter from a public law lawyer indicating that no
legal or regulatory provision applicable to local collectivities
prohibits the City of Brive from signing the present Agreement; and
- - an opinion letter from a lawyer indicating that the person signing
for REL has all necessary corporate and legal authority to bind such
company to the terms and conditions of this Agreement.
ARTICLE 10
This Agreement and the documents relating thereto shall be governed
by French law.
SIGNED IN PARIS
ON February 23, 1994
IN 5 ORIGINALS
/s/ Jean Charbonnel /s/ Ad Ketelaars
The City of Brive RICHARDSON ELECTRONICS, LTD.
By Mr. Jean CHARBONNEL By Mr. Ad Ketelaars
/s/D. Dumont /s/P. Pertzborn /s/ Denis Dumont
MM. DUMONT and PERTZBORN RICHARDSON ELECTRONIQUE S.A.
BY Mr. Denis Dumont
/s/ Ad Ketelaars
COVELEC S.A.
By Mr. Ad Ketelaars
EXHIBITS
The Parties have furnished to the City of Brive, which acknowledges
receipt thereof, drafts of the following documents:
Exhibit 1: Financial Statement
Exhibit 2: K bis of Covelec
Exhibit 3: Contribution Agreement
Exhibit 4: Supply Agreement
They shall supply, as soon as available, these same documents in
final form, once signed by the parties.
The following document is a fair and accurate English translation
of exhibit 10(b) which is the Agreement among Richardson
Electronics, Ltd., Richardson Electronique S.A., Covelec S.A., and
Messrs. Denis Dumont and Patrick Pertzborn
/s/ William G. Seils
Senior Vice President and Secretary
of Richardson Electronics, Ltd. (Registrant)
AGREEMENT
This agreement (the "Agreement") is made and entered into this ___
day of February 1995, by and among: RICHARDSON ELECTRONICS, LTD.,
a Delaware corporation with its corporate headquarters at 40W267
Keslinger Road, Lafox, Illinois 60147, USA ("REL"); RICHARDSON
ELECTRONIQUE S.A., a French corporation with its registered office
at Avenue du 4 juillet 1776, Z.I. La Marquisie, B.P. 25, 19101
Brive-la-Gaillarde Cedex, France ("RESA"); COVELEC S.A., a French
societe anonyme, with its registered office to be at Avenue du 4
juillet 1776, Z.I. La Marquisie, B.P. 25, 19101 Brive-la-Gaillarde
Cedex, France ("Covelec"); and a group of RESA employees
represented by Messrs. Denis Dumont and Patrick Pertzborn (the
"Managers").
WITNESSETH:
WHEREAS the REL group was created in 1947 and has developed a
business in the manufacture and distribution of electronic tubes;
WHEREAS REL created RESA in 1989 to take over certain assets and
personnel of a Philips electronic tube production company and the
City of Brive (the "City") agreed to build and make available new
manufacturing facilities at the Zone Industrielle de La Marquisie
in Brive, to enable REL to continue and develop such production in
France, principally for export;
WHEREAS, on December 12, 1990, pursuant to an installment purchase
contract, the City sold to RESA the commercial and industrial real
estate complex at the Zone Industrielle de la Marquisie comprised
of a 15,240 square meter building containing both office and
industrial facilities as well as the underlying and surrounding
land (the "Real Estate Complex" );
WHEREAS, in October 1991, the Antitrust Division of the United
States Justice Department commenced antitrust proceedings charging
REL and Varian Associates, Inc. with conspiring to monopolize trade
and commerce in certain power grid tubes sold in the United States,
and REL was obliged to sign a consent decree with the Justice
Department which was transformed into a final judgment of the
United States District Court of the Northern District of Illinois
(Eastern Division) on April 1, 1992;
WHEREAS, the above judgment, inter alia, prohibits REL, directly or
indirectly, to "merge or consolidate with, or acquire securities or
a significant amount of the power grid tube assets of, any other
company that manufactures, rebuilds, or distributes power grid
tubes, without first obtaining the written consent of the Antitrust
Division of the Department of Justice";
WHEREAS, the result of such judgment is that REL was forced to
abandon its strategic plan of buying up existing production
companies in Europe and transferring such companies' production to
Brive, thus, leaving RESA's new factory grossly underutilized;
WHEREAS, REL has taken all possible steps to expand RESA's
production and maintain and develop jobs at the Brive plant by
attempting to develop new products, by providing REL's American
production facilities to Brive and most recently by causing RESA to
produce in advance enough stock to meet the REL group's purchase
requirements for over a year;
WHEREAS, REL has also explored all possible opportunities to sell
RESA under conditions that would retain the maximum production and
employment at Brive, the last potential buyer being Thomson, but
all to no avail;
WHEREAS, despite ReL's best efforts to develop business and
minimize costs, RESA has suffered accumulated losses amounting to
almost French Francs 80 million through the latest fiscal year
ending May 31, 1994;
WHEREAS, REL has made a decision to cause RESA to cease its
activities and put RESA into amiable or judicial bankruptcy, if
necessary, thus, rendering its total investment in RESA completely
worthless;
WHEREAS, RESA continues to generate substantial losses and cannot
continue in business under the present circumstances and, in
particular, cannot meet its annual payment to the City on December
7, 1994 in the amount of approximately French Francs 7.8 million
with respect to the Real Estate Complex;
WHEREAS, the Managers have made a proposal to take over RESA's
manufacturing activities, provided the operating costs can be
restructured and have presented a five-year plan to such effect;
WHEREAS, there have been numerous meetings among the Managers and
representatives of REL and more recently with advisors and counsel
to the City in order to favor the creation of Covelec, the takeover
of RESA's manufacturing activities by Covelec and the transfer of
Covelec's shares to the Managers and other current RESA employees;
WHEREAS, REL and RESA are willing to create Covelec and have RESA
contribute to Covelec, those assets necessary to enable Covelec to
continue RESA's manufacturing activities;
WHEREAS, REL and the Managers plan to enter into a formal agreement
with the City pursuant to which the latter shall agree to repossess
the Real Estate Complex and put at Covelec's disposal for an
appropriate reduced price that part of such Real Estate Complex
which will enable Covelec to continue RESA's manufacturing activity
at a level ultimately maintaining 83 employees of RESA;
WHEREAS, in this context, REL and RESA are willing to transfer to
the Managers, at no cost, 100% of the shares of Covelec provided,
however, that in furtherance thereof and as required by the
interests of both the City and the REL group of companies, the
Managers are willing to agree, for a period of at least three
years, to continue to participate in the management of Covelec, not
to sell their shares of Covelec to a third party, not to modify
Covelec's production facilities in any substantial adverse manner
and to cause Covelec to agree to sell a specific amount of its
production to REL;
WHEREAS, REL wishes to maintain Richardson France SNC, its
distribution company in Argenteuil, in order to facilitate the
distribution of the products to be purchased from Covelec as well
as other vendors' products;
NOW, THEREFORE, in consideration of the above and the other mutual
covenants and agreements herein contained, the parties hereto
hereby agree as follows:
1. Purpose of Agreement
The purpose of this Agreement is to set forth the terms and
conditions pursuant to which:
- REL has caused RESA to create Covelec and shall cause RESA
to contribute assets of RESA to Covelec and transfer 100% of the
shares of Covelec to the Managers; and
- Covelec shall sell to REL a certain level of production for
a minimum of three years.
It is expressly understood that this Agreement is subject to the
condition precedent that REL, RESA, Covelec and the Managers enter
into a validly binding and fully enforceable agreement with the
City with respect to the Real Estate Complex no later than February
20, 1994, which agreement shall be on terms and conditions mutually
satisfactory to the parties hereto.
2. Creation of Covelec
RESA has taken all necessary steps to have Covelec created and
registered as a French societe anonyme.
3. Contribution of Assets
RESA hereby agrees to contribute to Covelec those of its assets and
certain rights necessary to enable Covelec to continue RESA's
business of the manufacturing of electronic tubes at the factory
in Brive. Such assets and rights are more fully described in
Article 4 below.
The contribution shall take the form of an apport partiel d'actif
and shall be made pursuant to the traite d'apport between RESA and
Covelec which shall be governed by the terms and conditions set
forth herein. A copy of the traite d'apport is set forth in
Exhibit A annexed hereto.
4. Description and Estimated Value of Assets
RESA shall contribute to Covelec, as of the Effective Date
described in Article 5 below, free and clear of any and all
liabilities, liens, charges and encumbrances of any nature
whatsoever, except as expressly set forth herein, the following
categories of assets (the "Assets"), the currently estimated values
of which are set forth below:
Assets Estimated values
(in millions of French Francs)
Cash (re warranty liability, social plan,
retirement and paid vacation reserves, loan 11.032
reimbursements, etc.)
Machinery, equipment, furnishings (office
furniture, computer system, transportation
equipment, general installations and 7.000
improvements)
Stocks of raw materials 14.694
Work in progress 2.600
Stocks of spare parts 1.600
Miscellaneous .502
Goodwill (fonds de commerce) 0
Use of land and factory ______
The Assets and their estimated values are described in greater
detail in Exhibit A. In consideration of the contribution of the
cash described above, Covelec shall assume the liabilities
described in Exhibit A.
In addition, REL shall cause to be licensed or otherwise made
available to Covelec any intellectual property rights which it
currently possesses and are now used by RESA which may be necessary
to enable Covelec to continue its manufacturing processes and shall
cause to be transferred to Covelec all other transferable rights
under existing government or administrative authorizations or
commercial contracts relating to the ongoing business.
It is agreed by the parties that the above Assets and rights are
sufficient to enable Covelec to insure a production capacity
identical to that of RESA.
5. Evaluation of Assets - Effective Date
For purposes of RESA's contribution to Covelec, RESA shall cause
its statutory auditors, Ernst & Young, to prepare certified
intermediary accounts for RESA as of December 31, 1994. RESA shall
contribute Assets to Covelec as soon as possible during the first
quarter of 1995, but the effective date of the transfer shall be as
of January l, 1995 (the "Effective Date").
6. Consideration for RESA's Contribution of Assets to Covelec
In consideration of the contribution of the Assets from RESA to
Covelec, RESA shall be entitled to receive any and all new shares
of Covelec which may be issued in connection with the increase of
capital of Covelec to reflect such contribution.
7. Contribution of Covelec Shares to the Managers
7.l Contribution of Covelec Shares
Immediately following the contribution of assets to Covelec
and Covelec's increase in capital, RESA shall transfer all the
shares of Covelec to the Managers, such transfer to be effective as
of the Effective Date (such transfer being hereafter referred to as
the "Takeover" and the date thereof as the "Takeover Date").
7.2 Managers' Undertakings
The Managers agree that, for a period of at least three years
from the Takeover Date, they shall continue to participate in the
management of Covelec, shall not transfer any or all of their
shares of Covelec to a third party, shall not cause Covelec to
modify its production facilities in any substantial adverse manner
and shall not transfer the control of Covelec to a third party
without having obtained from the transferee the undertaking to
respect the obligations of Covelec as set forth herein.
8. Employees - Social Plan
8.l Covelec shall, as required by law, continue to engage all
the employees of RESA pursuant to their existing employment
contracts, their seniority and all other rights they may have
acquired as employees of RESA.
8.2 RESA, acting at all times in close cooperation with the
Managers, shall commence forthwith and diligently pursue a new
social plan intended to reduce RESA's employment from the current
level to approximately 83 persons. It is understood that it may
take until April or May of 1995 before Covelec will be in a
position to terminate those employees envisioned to be laid-off by
the social plan. RESA-REL shall bear the full cost of the social
plan as well as all costs with respect to continuing to employ
those persons to be laid-off which may be incurred by Covelec from
the Effective Date to the date of the actual termination of such
persons. An amount equal to the estimated cost of such social plan
(French Francs 4,380,000) is included in the cash to be contributed
by RESA to Covelec as set forth in Article 4 above.
9. RESA's Operations Prior to the Takeover
9.1 Normal Course of Business
From and after the date hereof and until the Takeover Date,
RESA shall, in close cooperation with the Managers, continue to
manage and be responsible for its manufacturing activities in the
normal course of business and shall maintain the Assets in good and
merchantable condition.
9.2 Costs and Expenses
During such period, all costs, expenses and charges of any
nature with respect to the ordinary course of RESA's manufacturing
activities shall be paid by RESA, subject to the allocation to
Covelec of all such costs, expenses and charges with respect to the
period between the Effective Date and the Takeover Date, as
provided in Article 10.4 below.
9.3 Leasing, Maintenance, Insurance Contracts
For example, RESA shall maintain in full force and effect all
existing leasing, maintenance and insurance policies with respect
to its existing business activities in Brive until the Takeover.
10. Terms and Conditions of the Takeover
RESA's Contribution of the Assets to Covelec and the Takeover of
Covelec by the Managers shall be governed by the following
principals which are reiterated and set forth in further
appropriate detail in the formal traite d'apport:
10.1 Condition of Assets
The Assets shall be contributed to Covelec on an "as is" basis
and, unless otherwise expressly provided herein, neither Covelec
nor the Managers shall have any recourse against RESA, REL, any of
their affiliated companies, or any officers, directors,
shareholders, employees or agents thereof for any reason whatsoever
with respect to the Assets or the transfer hereof to Covelec.
10.2 Operation of Business by Covelec
From and after the Takeover, the Managers shall appoint new
directors and a president of Covelec and shall be solely in charge
of the management of Covelec's ongoing business.
10.3 Profits and Losses
Except as may be otherwise specified herein or in the traite
d'apport, Covelec shall be entitled to all income and profits which
may be earned, and shall be responsible for all losses, costs,
taxes and charges which may be incurred, with respect to the
business from and after the Effective Date.
10.4 Incurred Costs
Any costs, expenses or charges which shall have been incurred
by RESA prior to the Effective Date, but which may cover periods
subsequent to the Effective Date, shall be borne by RESA alone and
shall not be charged to Covelec.
10.5 Compliance with Law
Immediately upon the Takeover, the Managers shall cause
Covelec to comply with all laws, decrees, regulations and usages
and with all obligations vis-a-vis the local police, the City, the
Department, the Region and the Republic of France with respect to
the carrying out of its manufacturing business (including, without
limitation, all environmental obligations) so that there shall be
no further recourse against RESA or REL with respect thereto after
the Takeover Date.
11. Specific Liabilities Assumed or funded by RESA-REL
Notwithstanding the generality of the foregoing, the parties
expressly agree that RESA and/or REL, as indicated, shall be
responsible for the following liabilities:
11.1 Payment to City
Provided that REL, Covelec and the Managers enter into the
envisioned agreement with the City, REL shall, pursuant to the
terms of such agreement, insure that RESA make the annual payment
to the City in the amount of French Francs 7,784,213.02 which was
due on December 7, 1994. However, such payment shall be made only
upon the coming into force of the agreement with the City with
respect to the Real Estate Complex. Thereafter, RESA shall be
discharged and relieved of any further liability to the City with
respect to the Real Estate Complex.
11.2 Professional Tax
RESA shall be responsible for the professional tax for RESA
for the year beginning January 1, 1995 and payable in the fall of
1995. Covelec shall be responsible for its own professional tax,
if any, for such period.
11.3 Social Plan
REL shall insure that RESA pay the full costs of the social
plan as well as the costs of those persons covered by the social
plan prior to their terminations as more fully described in
Articles 8.2 and 11.7 hereof.
11.4 Reserves for Employee Benefits
REL shall cause RESA to fund Covelec French Francs 2,667,272
for the full costs of the reserves as of the Effective Date for
employee benefits for retirement payments, paid vacations,
gratifications, etc.
11.5 Taxes, Social Charges, Etc.
RESA shall be responsible for its own continuing taxes, social
charges and any other charges, duties or costs with respect to its
ongoing business subsequent to the Effective Date as well as the
costs and expenses of any tax, social security, customs or other
finally determined assessments with respect to any period prior to
the Effective Date. RESA shall further bear all the costs and
expenses, including legal and accounting fees, of the creation of
Covelec, the apport partiel d'actif and the transfer of the shares
of Covelec to the Managers.
11.6 Reimbursement - Agence Bassin Adour and Others
Either RESA shall reimburse its current loans from the Agence
Bassin Adour and others in the total amount of approximately French
Francs 234,774 or shall pay Covelec a cash contribution to enable
it to repay such loans.
11.7 Satisfaction of Obligations
It is expressly agreed that RESA-REL's obligations set forth
in sections 3, 4 and 6 of this Article 11, and in Article 18, shall
be fully satisfied by its contribution of the French Francs 11.032
million in cash referred to in Article 4 to Covelec, except that
RESA shall fund any actual costs incurred by Covelec with respect
to the social Plan in excess of French Francs 4,380,000.
12. Supply and Purchase Commitments
In consideration of the foregoing, the Managers shall cause Covelec
to supply to REL or such other company of its group as REL may
designate, and REL shall purchase or cause any such other company
of its group to purchase, from Covelec, pursuant to REL's standard
terms and conditions of purchase, except as otherwise provided
herein, for a guaranteed three-year period, commencing as of the
Effective Date, the following minimum level of products:
French Francs 44.753 million of specified products at specific
prices in year one, as set forth in Exhibit B hereto;
French Francs 55.771 million of specified categories of
products in year two; and
French Francs 57.794 million of non-specified products in year
three.
For the first year, quantities will be identified by types. For
the second year, REL shall purchase the specified total value which
may be spread among tube type families proportionately with the
first year (quantities being able to vary by type within each
family). The third year commitment is simply to the total amount
without any specification of quantities by type or family.
13. Further Period
REL shall give Covelec first priority with respect to the purchase
of electronic tube products for an additional period or periods
beyond the three-year commitment to the extent REL may then have a
market for such products, provided that Covelec's prices and other
terms and conditions of sale are competitive with other suppliers
of such products.
14. Prices
The purchase prices of the specified products for year one are set
forth in Exhibit B hereto. Such prices are ex-works - Brive, for
delivery to two principal REL sites outside France, ex-VAT and
ex-customs and shipping costs. These initial prices shall be
increased by five percent during year two and again by five percent
in year three. Such price increases are reflected in the minimum
commitment figures set forth in Article 12 above. There shall be
no other Price revisions during such three year period except by
mutual consent.
15. Production Scheduling
Representatives of REL and Covelec shall meet quarterly to review
production scheduling at which time they shall agree upon a
production schedule for the following twelve-month period.
Thereafter, orders shall be confirmed in writing in accordance with
such rolling twelve-month production schedule. In the event that,
based upon a production schedule, Covelec is required to purchase
the raw materials necessary to manufacture the products in question
and REL cancels all or part of an order scheduled during the
six-month period from such cancellation, REL shall determine with
Covelec an appropriate compensation to take into account any
additional costs which may be borne by Covelec either because of
the cancellation of such order, the non-use of raw materials
already purchased and delivered, etc.
16. Marking, Packaging and Shipment of Products
REL shall provide Covelec with all necessary information with
respect to the marking and packaging of products at the time such
products are ordered. REL or companies it represents shall remain
the owner of all the trademarks, trade names and identification
markings with respect to the products. Costs for the marking and
packaging of products have been included in the unit transfer
prices. The minimum commitment figures include charges to reflect
all such costs including any corresponding labor costs (wages and
social charges). All costs with respect to transportation,
insurance and customs duties shall be borne by REL. The parties
shall confer whenever necessary to determine the best possible
terms and conditions for the above.
17. Terms of Payment - Transfer of Ownership
Covelec shall bill REL on a weekly basis and terms of payment shall
be net 30 days from the date of billing. Transfer of ownership to
products sold shall occur upon delivery thereof, ex-works - Brive.
18. Return of Products
Covelec shall assume warranty responsibility for all products
whether manufactured before or after the Effective Date. However
in consideration of those products manufactured and sold by RESA
and currently under warranty, and in view of RESA's experience as
to the extent and cost of returned products, REL shall cause RESA
to fund Covelec a global amount of French Francs 3,750,000 to cover
all such liability and related costs. Covelec shall, however, bear
all costs of analyzing any returned products to determine the cause
of defects. REL shall bear the warranty costs of any defects or
product problems caused by it. In the unlikely event that
Covelec's liability shall substantially exceed the above amount,
REL shall review with Covelec possible arrangements, including a
working capital loan to enable Covelec to deal with such problem.
Covelec alone shall bear all costs with respect to warranty
responsibility for products manufactured after the Effective Date.
19. Markets - Customer Information - Product Modifications -
Customer Assistance
19.1 Markets
REL and Covelec representatives shall meet at least twice a
year to review the global marketing strategy for Covelec's
products. REL shall inform Covelec of such matters as potential
new markets for existing products, market demand for new products,
companies or product lines being sold, and market research,
characteristics, technical details, costs, research and
development, market competition and other relevant information with
respect to Covelec's existing or potential new products.
19.2 Data Sheets - Customer Information -
Product Modifications
REL shall supply data sheets to its customers so that the
latter may make comments about, or requests for modifications of,
the products. REL shall furnish Covelec regularly with any data
sheet or other pertinent customer information with respect to the
quality of the products, the degree of customer satisfaction and
other customer comments with respect to operating conditions,
specific applications, product lifetime, difficulties with the
products, etc. REL shall convey to Covelec any customer requests
and any requests it may make on its own initiative, and the parties
shall review how best to effect any necessary changes and whether
and if so, how and to what extent, prices should be revised to
reflect such changes. All data sheets, customer information,
product literature, etc., whether from before or after the
Effective Date, shall at all times remain the property of REL.
19.3 Customer Assistance
At REL's request, the Managers shall cause members of
Covelec's technical staff to be made available to provide technical
help to REL's customers or potential customers. The parties shall
agree in advance as to how the time and travelling and living
expenses of such staff shall be paid.
20. New Products
Covelec shall be free to sell any new products which it may
develop. However, the Managers agree that any new electron tube
manufactured by Covelec during the initial three-year term or any
extension thereof shall be offered for sale to or through REL.
21. Waiver and Release
Covelec and the Managers acknowledge that REL, its affiliated
companies and their officers, directors, shareholders, employees
and agents have at all times dealt fairly, in a business-like
manner and in good faith, and that REL has also made significant
financial sacrifices and other efforts to maintain and develop
RESA's business, maintain the maximum employment at the Brive site
and insure the success of Covelec.
In consideration thereof and of REL's undertakings set forth
herein, Covelec and the Managers hereby waive and release any and
all claims of any nature whatsoever which they may now or hereafter
have or be entitled to assert against RESA, Richardson France SNC,
REL, any companies of the REL group or any of the officers,
directors, shareholders, employees and agents thereof with respect
to any event occurring before the Takeover.
22. Good Faith - Further Steps
The parties expressly agree to fulfill their obligations hereunder
in good faith. Each party agrees to take or cause to be taken any
and all further steps and to execute or cause to be executed any
and all further documents as may be reasonably necessary to effect
and carry out fully all the transactions contemplated herein.
23. Choice of Law
The applicable law shall be the express provisions of this
Agreement and the intent of the parties relating thereto, as may be
supplemented, if necessary, by principles of the law of the
Republic of France
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
RICHARDSON ELECTRONICS, LTD.
By /s/ Ad Ketelaars
RICHARDSON ELECTRONIQUE S.A.
By /s/ Denis Dumont
Covelec
By /s/ Ad Ketelaars
MANAGERS
By /s/ Denis Dumont
By /s/ Patrick Pertzborn
