<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. ___)(1)
KAYNAR TECHNOLOGIES INC.
------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
486605 10 8
-----------
(CUSIP Number)
EDWARD D. EDDY, III, ESQ.
SIDLEY & AUSTIN
555 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90013-1010
(213) 896-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 26, 1998
-------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. SEE Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
- -----------------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
<PAGE>
- ------------------------------------ -----------------------------------
CUSIP NO. 486605 10 8 13D Page 2 of 11 Pages
- ------------------------------------ -----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
CFE, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
06-1471032
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF 5,206,000
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING -----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,206,000
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,206,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
58.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------------------ -----------------------------------
CUSIP NO. 486605 10 8 13D Page 3 of 11 Pages
- ------------------------------------ -----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
GENERAL ELECTRIC CAPITAL CORPORATION
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
13-1500700
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF DISCLAIMED (SEE 11 BELOW)
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING -----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH DISCLAIMED (SEE 11 BELOW)
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY GENERAL
ELECTRIC CAPITAL CORPORATION
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
NOT APPLICABLE (SEE 11 ABOVE)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------------------ -----------------------------------
CUSIP NO. 486605 10 8 13D Page 4 of 11 Pages
- ------------------------------------ -----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
GENERAL ELECTRIC CAPITAL SERVICES, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
06-11095031
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF DISCLAIMED (SEE 11 BELOW)
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING -----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH DISCLAIMED (SEE 11 BELOW)
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY GENERAL
ELECTRIC CAPITAL SERVICES, INC.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
NOT APPLICABLE (SEE 11 ABOVE)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------------------ -----------------------------------
CUSIP NO. 486605 10 8 13D Page 5 of 11 Pages
- ------------------------------------ -----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
GENERAL ELECTRIC COMPANY
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
14-0089340
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF DISCLAIMED (SEE 11 BELOW)
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING -----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH DISCLAIMED (SEE 11 BELOW)
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY GENERAL
ELECTRIC COMPANY.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
NOT APPLICABLE (SEE 11 ABOVE)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, par value $.01 per
share (the "Common Stock"), and Series C Convertible Preferred Stock, par value
$.01 (the "Series C Preferred," and collectively with the Common Stock, the
"Securities"), of Kaynar Technologies Inc., a Delaware corporation ("Kaynar").
Kaynar has its principal executive offices at 500 N. State College Boulevard,
Suite 1000, Orange, California 92868-1638.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed by the following persons:
(i) CFE, Inc., a Delaware corporation ("CFE");
(ii) General Electric Capital Corporation, a New York corporation
("GECC");
(iii) General Electric Capital Services, Inc., a Delaware corporation
("GECS"); and
(iv) General Electric Company, a New York corporation ("GE").
The filing of this Schedule shall not be construed as an admission
that any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Act,
the beneficial owner of any securities covered by this Schedule except for the
securities stated herein to be beneficially owned by such Reporting Person.
(b),(c) CFE is a wholly-owned subsidiary of GECC which is a wholly-owned
subsidiary of GECS which, in turn, is a wholly-owned subsidiary of GE.
CFE and GECC maintain their principal executive offices at 201 High
Ridge Road, Stamford, Connecticut 06927. GECS has its principal executive
office at 260 Long Ridge Road, Stamford, Connecticut 06927. GE's principal
executive office is located at 3135 Easton Turnpike, Fairfield, Connecticut
06431.
For information with respect to the identity and background of each
executive officer and director of CFE, GECC, GECS and GE see the attached
Schedules I, II, III and IV, respectively.
The information required herein with respect to the respective
executive officers and directors of the Reporting Persons is to the best
knowledge of the Reporting Persons. If subsequent to the date of this filing
additional information is received with respect to such individuals which would
cause a material change in the information contained herein, an amendment to
this Statement will be filed that will set forth such change in information.
Page 6 of 11 Pages
<PAGE>
(d) HER MAJESTY'S INSPECTORATE OF POLLUTION V. IGE MEDICAL SYSTEMS LIMITED
(St. Albans Magistrates Court, St. Albans, Hertsfordshire, England, Case No.
04/00320181)
In April, 1994, GEMS' U.K. subsidiary, IGE Medical Systems Limited
(IGEMS) discovered the loss of a radioactive barium source at the Radlett,
England facility. The lost source, used to calibrate nuclear camera detectors,
emits a very low level of radiation. IGEMS immediately reported the loss as
required by the U.K. Radioactive Substances Act. An ensuing investigation,
conducted in cooperation with government authorities, failed to locate the
source. On July 21, 1994, Her Majesty's Inspectorate of Pollution (HMIP)
charged IGEMS with violating the Radioactive Substances Act by failing to comply
with a condition of registration. The Act provides that a registrant like
IGEMS, which "does not comply with a limitation or condition subject to which
(it) is so registered ... shall be guilty of (a criminal) offense." Condition 7
of IGEMS' registration states that it "shall so far as is reasonably practicable
prevent ... loss of any registered source."
At the beginning of trial on February 24, 1995, IGEMS entered a guilty
plea and agreed to pay a fine of L5,000 and assessed costs of L5,754. The
prosecutors presentation focused primarily on the 1991 change in internal IGEMS
procedures and, in particular, the source logging procedure. The prosecutor
complimented IGEMS' investigation and efforts to locate the source and advised
the court that IGEMS had no previous violations of the Radioactive Substances
Act. He also told the court that the Radlett plant had been highlighted as an
exemplary facility to HMIP inspectors as part of their training. In mitigation,
IGEMS emphasized the significant infrastructure and expense undertaken by IGEMS
to provide security for radiation sources and the significant effort and expense
incurred in attempting to locate the missing source.
Except for the foregoing, none of the Reporting Persons has and, to
the best knowledge of the Reporting Persons, none of their respective
directors and executive officers has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons was and, to the best knowledge of the
Reporting Persons, none of their respective directors and executive officers
was, during the last five years, a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) To the knowledge of the Reporting Persons, all of their respective
executive officers and directors are U.S. citizens, except that (i) Paolo
Fresco, Vice Chairman of the Board and an executive officer of GE and a
director of GECC and GECS, is an Italian citizen, (ii) Claudio X. Gonzales, a
director of GE, is a Mexican citizen, (iii) Kaz Ahlmann, an executive officer
and director of GECS, is a Danish citizen, (iv) G.S. Malm, an executive
officer of GE, is a Swedish citizen and (v) Nigel Andrews, an executive
officer of GECS and GECC and a director of GECS and GECC, is a citizen of the
United Kingdom.
Page 7 of 11 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 26, 1998, GECC transferred 5,206,000 shares of Series C
Preferred to CFE, its wholly-owned subsidiary. Subsequent to the transfer, CFE
exercised conversion rights with respect to a portion of the Series C Preferred
by exchanging 1,000,000 shares of Series C Preferred for 1,000,000 shares of
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
CFE acquired the Securities as an investment and holds them in the
ordinary course of business and not with the purpose or effect of changing the
control of Kaynar.
CFE intends to review its investment in Kaynar on a regular basis and
as a result thereof may, at any time or from time to time, convert all or a
portion of the Series C Preferred into Common Stock or dispose of all or a
portion of the Series C Preferred and/or Common Stock owned by it. Any such
acquisition or disposition would be made in compliance with all applicable laws
and regulations. CFE has no current intention of disposing of any of the
Securities.
The Certificate of Designation for the Series C Preferred (the
"Certificate of Designation") provides that, so long as the Series C Preferred
represents 25% or more of the fully diluted shares of Kaynar, the affirmative
vote of the holders thereof (CFE being the sole holder of Series C Preferred)
shall be required (i) to amend, alter, repeal or otherwise modify any provisions
of the Certificate of Incorporation or the bylaws which adversely affects
Holders, (ii) to voluntarily or involuntarily dissolve, liquidate or wind-up
Kaynar, (iii) to merge, consolidate or otherwise reorganize Kaynar with or into
another corporation, (iv) to sell, lease or otherwise convey all or
substantially all of the assets of Kaynar, (v) to create any other class or
series of preferred stock, (vi) to issue additional authorized shares of any
class of capital stock, and (vii) for any transaction, or related series of
transactions, resulting in the redemption or repurchase of securities (other
than Series C Preferred) that aggregate 10% or more of the fully diluted shares.
In addition, pursuant to a Stockholders Agreement, dated as of May 6,
1997, among Kaynar and its then-existing stockholders (the "Stockholders
Agreement"), as long as the outstanding Series C Preferred represents 40% or
more of the fully diluted shares, the holders thereof (CFE being the sole holder
of Series C Preferred) shall have the right to designate two individuals that
Kaynar will nominate for election to the Board of Directors each year. As long
as the Series C Preferred represents 25% or more (but less than 40%) of the
fully diluted shares, the Holders shall have the right to designate one
individual that Kaynar will nominate for election to the Board of Directors each
year.
Except as set forth above, none of the Reporting Persons has any plans
or proposals which relate to or would result in the types of transactions set
forth in subparagraphs (a) through (j) of Item 4.
Page 8 of 11 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the date hereof, the aggregate number and percentage of Common
Stock beneficially owned by CFE (including Common Stock issuable upon conversion
of the Series C Preferred) are 5,206,000 and approximately 58.4%, respectively.
Except as disclosed in this Item 5(a), none of the Reporting Persons
nor, to the best of their knowledge, any of their executive officers or
directors, beneficially owns any securities of Kaynar or presently has a right
to acquire any securities of Kaynar.
This Schedule is being filed while the Reporting Persons are in the
process of verifying certain of the information required herein from the
respective executive officers and directors. If the Reporting Persons obtain
information which would cause a material change in the information contained
herein, an amendment to this Schedule will be filed that will set forth such
change in information.
(b) CFE has the sole power to vote or direct the voting of Common Stock
(including Common Stock issuable upon conversion of the Series C Preferred).
Except as described in Item 5(b), none of the Reporting Persons, nor
to the best of their knowledge, any of their executive officers or directors
presently has the power to vote or to direct the vote or to dispose or direct
the disposition of any of the Securities which they may be deemed to
beneficially own.
(c) Except for the transactions described in Item 3 above, none of the
Reporting Persons have effected any transaction in the Securities in the past 60
days.
(d) No persons other than CFE is known to have the right to receive or
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
Pursuant to the Certificate of Designation, CFE shall have the right,
at any time, to convert Series C Preferred on a one-to-one basis, subject to
adjustment under certain circumstances as set forth in the Certificate of
Designation, into fully paid and nonassessable shares of Common Stock. The
Stockholders Agreement also provides that CFE shall have the right to request on
two separate occasions that Kaynar file a registration statement under and in
accordance with the provisions of the Securities Act of 1933, as amended,
covering shares of Common Stock issued to CFE upon conversion of the Series C
Preferred ("Demand Registration
Page 9 of 11 Pages
<PAGE>
Rights"). CFE shall also be entitled to three additional Demand Registration
Rights if Kaynar becomes eligible to file a Registration Statement on Form S-3.
If, under certain circumstances, Kaynar files a registration statement covering
shares of Common Stock, CFE will be entitled to notice of such registration and,
on two separate occasions, may include in the offering shares of Common Stock
issued to it upon conversion of Series C Preferred ("Piggyback Registration
Rights"). CFE shall receive additional Piggyback Registration Rights to the
extent that such rights are granted to any other Kaynar stockholder.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Stockholders Agreement by and among Kaynar, GECC, and
certain then-existing stockholders of Kaynar dated as of May
6, 1997.
Exhibit 2: Form of Certificate of Designation of Kaynar.
Exhibit 3. Joint Filing Agreement by and among GE, GECS, GECC and CFE
dated the date hereof.
Schedule I. Directors and Executive Officers of CFE
Schedule II. Directors and Executive Officers of GECC
Schedule III. Directors and Executive Officers of GECS
Schedule IV. Directors and Executive Officers of GE
Page 10 of 11 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 26, 1998.
CFE, INC.
a Delaware corporation
By: /s/ Michael A. Gaudino
--------------------------------
Michael A. Gaudino
President
GENERAL ELECTRIC CAPITAL CORPORATION
a New York corporation
By: /s/ Michael A. Gaudino
--------------------------------
Michael A. Gaudino
Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
a Delaware corporation
By: /s/ Nancy E. Barton
--------------------------------
Nancy E. Barton
Senior Vice President
GENERAL ELECTRIC COMPANY
a New York corporation
By: /s/ Michael A. Gaudino
--------------------------------
Michael A. Gaudino
Executive Officer
Page 11 of 11 Pages
<PAGE>
Exhibit 1
STOCKHOLDERS AGREEMENT
This Stockholders Agreement (this "AGREEMENT"), dated as of May 6,
1997, is entered into by and among Kaynar Technologies Inc., a Delaware
corporation formerly known as Kaynar Holdings Inc. (the "COMPANY"), General
Electric Capital Corporation, a New York corporation ("GECC"), Jordan A. Law,
David A. Werner, LeRoy A. Dack, Robert L. Beers, the Berecz Family Trust, Joseph
Varholick and the Blomberg Family Trust (each individually a "MANAGEMENT
STOCKHOLDER" and collectively, the "MANAGEMENT STOCKHOLDERS").
WHEREAS, immediately following the execution of this Agreement, the
Company will make an initial public offering (the "OFFERING") of up to 2,300,000
shares of its Common Stock, par value $.01 per share (the "COMMON STOCK");
WHEREAS, GECC is the beneficial owner of 5,206,000 shares of Series C
Convertible Preferred Stock, par value $.01 per share, of the Company (the
"SERIES C PREFERRED STOCK"), which is convertible into shares of Common Stock at
one-to-one conversion rate, subject to certain adjustments set forth in the
Certificate of Designations (as defined below);
WHEREAS, as a result of a recapitalization and merger exchange of the
Company, GECC is the beneficial owner of 200,000 shares of Common Stock, all of
which will be sold in the Offering;
WHEREAS, the Management Stockholders beneficially own 1,394,000 shares
of Common Stock in the aggregate;
WHEREAS, the parties hereto desire to set forth their agreement as to
certain matters regarding the nomination of Directors of the Company, tag-along
transfer rights and registration rights granted to the Series C Preferred Stock;
and
NOW THEREFORE, in consideration of the promises, covenants and
agreements contained herein, the sufficiency and adequacy of which are hereby
acknowledged, and for other good and valuable consideration, the sufficiency and
adequacy of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
SECTION 1. OTHER DEFINITIONS AND USAGE. As used in this Agreement:
1.1 OTHER DEFINITIONS.
(a) "AFFILIATE" means, as to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control", when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
(b) "BOARD OF DIRECTORS" means the Board of Directors of the Company.
<PAGE>
(c) "CERTIFICATE OF DESIGNATIONS" means the Certificate of
Designations relating to the Series C Preferred Stock.
(d) "COMMON STOCKHOLDERS" means all owners of the outstanding shares of
Common Stock.
(e) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(f) "FULLY DILUTED SHARES" means, at any given time, the sum of
(i) the outstanding Common Stock and (ii) the shares of Common Stock issuable
upon conversion or exercise of all outstanding convertible securities, options
and warrants convertible into, or exercisable for, Common Stock at that time or
within sixty days thereafter.
(g) "PERSON" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, limited liability company,
trust or unincorporated organization.
(h) "REGISTRABLE SECURITIES" means (i) Common Stock issuable or
issued upon conversion of Series C Preferred Stock, (ii) any Common Stock held
by a Management Stockholder and (iii) any Common Stock theretofore issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, the Series C Preferred Stock or the Common
Stock described in items (i) and (ii) above.
(i) "REGISTRATION EXPENSES" means all expenses incurred by the
Company in complying with Section 4 hereof, including all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent accountants for the Company, blue sky fees and expenses, the fees
and other costs and expense of any special audits incident to or required by any
such registration and the fees and other costs and expenses of any "independent"
underwriter required by the rules and regulations of the National Association of
Securities Dealers, Inc.; provided, however, that if any such independent
underwriter is required because the underwriter selected by the Series C
Stockholder is an Affiliate of, or otherwise related to, any Stockholder, such
fees and other costs and expenses of the independent underwriter shall be
Selling Expenses.
(j) "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of the effectiveness of such registration statement or document by the
Securities and Exchange Commission.
(k) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(l) "SELLING EXPENSES" means all underwriting discounts, selling
commissions and underwriters' expense allowances applicable to the sale of
Registrable Securities.
2
<PAGE>
(m) "SERIES C STOCKHOLDER" means GECC (so long as it owns any
Series C Preferred Stock), together with any Affiliate of GECC to whom GECC
Transfers any shares of Series C Preferred Stock in accordance with the
Certificate of Designations.
(n) "STOCKHOLDER" means any Person that owns any shares of the
outstanding Common Stock or Series C Preferred Stock.
(o) The number of shares of Registrable Securities "THEN
OUTSTANDING" shall be the number of shares of Common Stock outstanding which
are, and the number of shares of Common Stock which upon issuance of then
exercisable or convertible securities will be, Registrable Securities.
(p) "TRANSFER" shall mean (and correlative words shall have
correlative meanings) the act of selling, giving, transferring, creating a trust
(voting or otherwise), assigning or otherwise disposing of (other than pledging,
hypothecating or otherwise transferring as security); PROVIDED, HOWEVER, that
any transfer or other disposition upon foreclosure by a secured creditor after
an event of default under or with respect to a pledge, hypothecation or other
transfer as security shall constitute a "Transfer".
1.2. USAGE.
(a) References to a Person are also references to its assigns and
successors in interest (by means of merger, consolidation or sale of all or
substantially all the assets of such Person or otherwise, as the case may be).
(b) References to shares of capital stock "owned" by a Stockholder
shall include shares of capital stock beneficially owned by such Person but
which are held of record in the name of a nominee, trustee, custodian or other
agent.
(c) References to a document are to it as amended, waived and
otherwise modified from time to time and references to a statute or other
governmental rule are to it as amended and otherwise modified from time to time
(and references to any provision thereof shall include references to any
successor provision).
(d) References to Sections are to sections hereof, unless the context
otherwise requires.
(e) The definitions set forth herein are equally applicable both
to the singular and plural forms and the feminine, masculine and neuter forms of
the terms defined.
(f) The term "including" and correlative terms shall be deemed to
be followed by "without limitation" whether or not followed by such words or
words of like import.
(g) The term "hereof" and similar terms refer to this Agreement as a
whole.
(h) The "date of" any notice or request given pursuant to this
Agreement shall be determined in accordance with SECTION 6.
3
<PAGE>
(i) The terms "day" and "days" refer to calendar days unless preceded by
the term "business".
SECTION 2. NOMINATION OF DIRECTORS.
(a) So long as the number of shares of Common Stock issuable
upon conversion in full of the outstanding Series C Preferred Stock held by the
Series C Stockholder represents 40% or more of the number of Fully Diluted
Shares, (i) GECC shall have the right each year to designate, by written notice
thereof to the Company, two individuals (who are each legally, mentally and
physically capable of serving) for the Company to nominate for election to the
Board of Directors at the Company's annual meeting, and the Company shall so
nominate such individuals in accordance with its Bylaws and (ii) each of the
Company's Audit and Compensation Committees shall include both directors so
designated by GECC. GECC shall deliver any such written notice at least 60 days
prior to the date set for the election of directors (or if not theretofore
notified by the Company of such date, at least 60 days prior to the first
anniversary of the Company's most recent annual meeting).
(b) So long as the number of shares of Common Stock issuable
upon conversion in full of the outstanding Series C Preferred Stock held by the
Series C Stockholder represents 25% or more (but less than 40%) of the number of
Fully Diluted Shares, (i) GECC shall have the right each year to designate, by
written notice thereof to the Company, one individual (who is legally, mentally
and physically capable of serving) for the Company to nominate for election to
the Board of Directors at the Company's annual meeting, and the Company shall so
nominate such individual in accordance with the Company's Bylaws and (ii) each
of the Company's Audit and Compensation Committees shall include the director
who was so designated by GECC. GECC shall deliver any such written notice at
least 60 days prior to the date set for the election of directors (or if not
theretofore notified by the Company of such date, at least 60 days prior to the
first anniversary of the Company's most recent annual meeting).
(c) At any time the Series C Stockholder is entitled to
designate two or one nominees for the Board of Directors pursuant to Section
2(a) or 2(b), as the case may be, the Company shall identify any such nominee as
the designee of the Series C Stockholder in any proxy statement, information
statement or other document delivered to the Common Stockholders in which such
nominees are named.
(d) The rights granted to the Series C Stockholder pursuant to
this Section 2 may not be, directly or indirectly, assigned or transferred.
SECTION 3. CERTAIN TRANSFER RIGHTS.
3.1. DELIVERY OF TRANSFER NOTICE. If the Series C Stockholder
proposes to Transfer, in one transaction or a series of related transactions, to
one Person or "group" (as defined in Rule 13d-5 promulgated under the Exchange
Act) of Persons, Series C Preferred Stock, Common Stock or other securities
representing, in the aggregate, more than 40% of the Fully Diluted Shares, and
the Transferee or Transferee group is not an Affiliate of the Series C
Stockholder, the Series C Stockholder shall deliver to the Company a notice that
sets forth: (i) the aggregate number of shares of Common Stock to be Transferred
(the "Offered Shares");
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(ii) the proposed date, time and, if known, place of Transfer; (iii) the amount
and form of consideration to be received in the aggregate and on a per-share
basis by the Transferring Person (before deduction for the expenses of Transfer)
or, if the amount and form of consideration are not then definite, an estimate
(identified as such) of the range of consideration being negotiated; (iv) the
identity and address(es) of the Transferee or Transferees; (v) any other
material terms and conditions of the Transfer, together with copies of any
then-available Transfer documents (or the latest draft thereof) related thereto
(a "TRANSFER NOTICE").
3.2. RIGHTS. The Series C Stockholder shall not make any Transfer
of the type described in Section 3.1 unless the proposed Transferee has agreed,
in writing with the Company, to offer to acquire all of the outstanding Common
Stock of the Company for the same per-share price (comprised of the same per
share form(s) of consideration), and upon the same terms and conditions, as such
offerer purchases shares from the Series C Stockholder (as required to be set
forth in the Transfer Notice). Any such offer made by the proposed Transferee
must remain open for at least 30 days after receipt of the offer by the last of
the Stockholders to receive the offer in accordance with Section 6. For this
purpose, any tender offer by the offeror would commence upon publication in
accordance with Rule 14(d)-2 promulgated under the Exchange Act.
SECTION 4. REGISTRATION RIGHTS.
4.1 DEMAND REGISTRATION RIGHTS.
(a) If the Company shall receive, at any time after the
expiration of that certain Agreement, dated as of May __, 1997, between GECC and
the Representatives (as defined therein) (the "Lock-up Agreement"), (i) a
written request from the Series C Stockholder that the Company file a
registration statement under the Securities Act covering the registration of at
least 5% of the Registrable Securities then outstanding (or any lesser
percentage if the anticipated aggregate offering price, net of underwriting
discounts and commissions, would exceed $4,000,000) and (ii) a list of the
jurisdictions in which the Series C Stockholder intends to attempt to qualify
such securities under applicable state securities laws, the Company shall
promptly give written notice of such request to all Management Stockholders and
shall as soon as practicable file a registration statement and use its best
efforts (subject to the limitations of this SECTION 4) to effect the
registration under the Securities Act of the proposed Transfer of all such
Registrable Securities which the Series C Stockholder requests to be registered,
together with all of the Registrable Securities of any Management Stockholders
who so request by notice to the Company which is given within 30 days after the
notice from the Company described above. Notwithstanding the foregoing, if the
Company shall furnish to the Series C Stockholder a certificate signed by the
Chief Executive Officer of the Company stating that in the good faith judgment
of the Board of Directors it would be seriously detrimental to the Company for a
registration statement to be filed in the near future, then the Company's
obligation to use its best efforts to file a registration statement shall be
deferred for a period not to exceed 90 days (or, at the option of the Series C
Stockholder, withdrawn without constituting a demand).
(b) If the Series C Stockholder intends to distribute the
Registrable Securities covered by its request by means of an underwriting
through an underwriter selected by the Series C Stockholder, it shall so advise
the Company as a part of its request made pursuant to this
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SECTION 4, and the Company shall include such information in the written notice
referred to in SECTION 4.1(A). In such event, the right of any Management
Stockholder to include its Registrable Securities in such registration shall be
conditioned upon such Management Stockholder's participation in such
underwriting and the inclusion of such Management Stockholder's Registrable
Securities in the underwriting (unless otherwise mutually agreed by the Series C
Stockholder, the underwriter, the Company and such Management Stockholder) to
the extent permitted herein.
(c) The Series C Stockholder and all Management Stockholders
proposing to distribute their Registrable Securities through such underwriting
(together with the Company as provided in SECTION 4.3(E)) shall enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by the Series C
Stockholder and reasonably acceptable to the Company. Any Management
Stockholder that (i) does not elect to distribute Registrable Securities through
such underwriting and (ii) beneficially owns 1% or more of the total Common
Stock outstanding as of the effective date of the applicable registration
statement, shall be prohibited, for a period of 90 days from such effective
date, from selling, contracting to sell or otherwise disposing of any shares of
Common Stock without the underwriter's prior written consent. Notwithstanding
any other provisions of this SECTION 4, if the underwriter advises the Series C
Stockholder in writing that marketing factors require a limitation of the number
of shares to be underwritten, the Series C Stockholder shall so advise the
Company, who shall so advise all Management Stockholders, and the number of
shares of Registrable Securities that may be included in the registration and
underwriting shall be allocated first to the Series C Stockholder, and then any
remaining shares shall be allocated among the Management Stockholders pro rata
based on the number of shares for which registration was requested. No
Registrable Securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration.
(d) The Company is obligated to effect only two demand
registrations for the Series C Stockholder pursuant to this SECTION 4.1;
PROVIDED, HOWEVER, that (i) if the Company is, at the time of any request,
eligible to register securities using a Registration Statement on Form S-3, the
Company will be obligated to effect up to three additional demand registrations
at the request of the Series C Stockholder pursuant to this SECTION 4.1 and (ii)
the limitations set forth in this SECTION 4.1(D) shall not apply to any demand
registrations in which the Series C Stockholder agrees to pay a pro rata share
of both the Registration Expenses and the Selling Expenses, which share shall be
determined by comparing the number of shares registered by the Series C
Stockholder to the total number of shares included in such registration.
(e) The rights granted to the Series C Stockholder pursuant to
this Section 4.1 may not be, directly or indirectly, assigned or transferred,
other than to another Series C Stockholder; provided, however, that the Series C
Stockholder may, on one occasion only, Transfer one demand registration right to
any one Person to whom the Series C Stockholder Transfers all or a portion of
the Common Stock into which the Series C Preferred Stock is convertible.
4.2 PIGGY-BACK REGISTRATION RIGHTS.
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(a) If, at any time, the Company proposes to register (including
a registration effected by the Company for Stockholders other than the Series C
Stockholder) any of its securities under the Securities Act in connection with
the public offering of such securities (other than a registration form relating
to: (i) a registration of a stock option, stock purchase or compensation or
incentive plan or of stock issued or issuable pursuant to any such plan, or a
dividend investment plan; (ii) a registration of securities proposed to be
issued in exchange for securities or assets of or in connection with a merger or
consolidation with, another entity; or (iii) a registration of securities
proposed to be issued in exchange for, or as a right exercisable only by holders
of, other securities of the Company), the Company shall promptly (but in no
event later than 30 days after such notice) give GECC written notice of such
registration together with a list of the jurisdictions in which the Company
intends to attempt to qualify such securities under applicable state securities
laws. Upon the written request of the Series C Stockholder given within 30 days
after receipt of such written notice from the Company in accordance with
SECTION 6, the Company shall, subject to the provisions of SECTION 4.3 (in the
case of an underwritten offering), include in the registration statement to be
filed by it under the Securities Act in connection with such offering all of the
Registrable Securities that the Series C Stockholder has requested to be
registered.
(b) The right of the Series C Stockholder to "piggyback" in an
underwritten public offering of the Company's securities pursuant to
SECTION 4.2(a) shall be conditioned upon the Series C Stockholder's
participation in such underwriting and the inclusion of the Series C
Stockholder's Registrable Securities in the underwriting to the extent provided
herein. If the Series C Stockholder proposes to distribute its securities
through such underwriting, the Series C Stockholder shall (together with the
Company and any other Stockholders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for underwriting by the Company.
Notwithstanding any other provision of this SECTION 4.2, if the underwriter
determines that marketing factors require a limitation of the number of shares
to be underwritten, the Company shall so advise all Stockholders participating
in the underwriting and registration, and the number of securities that may be
included in the registration and underwriting shall be allocated first to the
Company, and then any remaining shares shall be allocated among such
Stockholders pro rata based on the number of shares for which registration was
requested.
(c) The Series C Stockholder may only exercise piggyback
registration rights pursuant to Section 4.2(a) two times; provided, however,
that this limitation shall not apply to any piggy back registrations in which
the Series C Stockholder agrees to pay a pro rata share of both the Registration
Expenses and the Selling Expenses, which share shall be determined by comparing
the number of shares registered by the Series C Stockholder to the total number
of shares included in such registration.
(d) The rights granted to the Series C Stockholder pursuant to
this Section 4.2 may not be, directly or indirectly, assigned or transferred,
other than to another Series C Stockholder.
4.3 OBLIGATIONS OF THE COMPANY. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
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<PAGE>
(a) Prepare and file with the Securities and Exchange Commission
("SEC") a registration statement with respect to such Registrable Securities and
use its best efforts to cause such registration statement to become effective;
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;
(c) Furnish to the Stockholders participating in such
registration such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them;
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under the securities laws of such
jurisdictions as the Company believes shall be reasonably appropriate for the
distribution of the securities covered by the registration statement and, with
respect to registrations under Section 4.1, such jurisdictions as the Series C
Stockholder shall reasonably request, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such
jurisdiction, and further provided that (anything in this Agreement to the
contrary notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require that
expenses incurred in connection with the qualification of the securities in that
jurisdiction be borne by selling Stockholders and provided there is no exemption
from such requirement by reason of the Company's obligation to pay such expenses
pursuant to SECTION 4.5, such expenses shall be payable pro rata by the
Stockholders participating in such registration, to the extent required by such
jurisdiction; and
(e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement with terms generally
satisfactory to the managing underwriter of such offering. Each Stockholder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
4.4 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this SECTION 4
that the selling Stockholders shall furnish to the Company in writing expressly
for inclusion in the registration statement, such information regarding
themselves, the Registrable Securities held by them and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities. In that connection, each selling Stockholder
shall be required to represent to the Company that all such information which is
given is both complete and accurate in all material respects.
4.5 EXPENSES OF REGISTRATION. All Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to this SECTION 4 shall be borne by the Company, and all Selling
Expenses shall be borne by the Company and any Stockholders of the securities so
registered pro rata on the basis of the number of shares
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<PAGE>
registered by the Company and such Stockholders. Each Stockholder participating
in any registration effected pursuant to this Section 4 shall bear all of the
fees and expenses of its own counsel.
4.6 INDEMNIFICATION. If any Registrable Securities are included
in a registration statement under this Agreement:
(a) To the maximum extent permitted by law, the Company will
indemnify and hold harmless each Stockholder participating in the registration,
the officers, directors, controlling persons and partners of each such
Stockholder, and any underwriter (as defined in the Securities Act) for any such
Stockholder, against any losses, claims, damages, or liabilities (joint or
several) to which they or any of them may become subject under the Securities
Act, the Exchange Act or any other federal or state law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise from or
are based upon any of the following: (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto; or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading; and the Company will reimburse each
such Stockholder, officer, director, controlling person or partner or
underwriter for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this Section 4.6(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld),
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability, or action to the extent that it arises from or is based upon
written information furnished expressly for use in connection with such
registration by any such Stockholder, underwriter or controlling person.
(b) To the maximum extent permitted by law, each selling
Stockholder will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each person, if
any, who controls the Company within the meaning of the Securities Act, any
underwriter (within the meaning of the Securities Act) for the Company, any
person who controls such underwriter, any other Stockholder selling securities
in such registration statement or any of its directors or officers or any person
who controls such other Stockholder against any losses, claims, damages or
liabilities (joint or several) to which the Company or any such director,
officer, controlling person, or underwriter or other such Stockholder or its
director, officer or controlling person may become subject, under the Securities
Act, the Exchange Act or any other federal or state law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise from or
are based upon written information furnished by such Stockholder expressly for
use in connection with such registration; and each such Stockholder will
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer, controlling person, underwriter or controlling person
thereof, other Stockholder, or officer, director or controlling person of such
other Stockholder in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this SECTION 4.6(b) shall not apply to amounts paid in
settlement of any such loss, claim damage,
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liability or action if such settlement is effected without the consent of the
Stockholder providing the indemnity which consent shall not be unreasonably
withheld; provided, that in no event shall any indemnity under this
SECTION 4.6(b) exceed the gross proceeds from the offering received by the
Stockholder.
(c) Promptly after receipt by an indemnified party under this
SECTION 4.6 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this SECTION 4.6, notify the
indemnifying party in writing of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to notify an
indemnifying party within a reasonable time of the commencement of any such
action, to the extent prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this SECTION 4.6, but the omission so to notify the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise
than under this SECTION 4.6.
(d) The obligations of the Company and the Stockholders under
this SECTION 4.6 shall survive the completion of any offering of Registrable
Securities in a registration statement made under the terms of this Agreement.
4.7 ADDITIONAL REGISTRATION RIGHTS.
In addition to the registration rights granted to the Series C
Stockholder pursuant to Sections 4.1 and 4.2 hereof, the Series C Stockholder
shall be entitled to any other registration rights that the Company grants to
any other Stockholder during the term of this Agreement, subject to the same
terms and conditions on which such registration rights are granted to such other
Stockholder.
SECTION 5. AMENDMENTS AND WAIVERS. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, without the prior written consent of the
Company, the Series C Stockholder and, with respect to amendments, modifications
or supplements to Sections 4.2, 4.3, 4.5 and 4.6 that adversely affect such
Persons, the holders of a majority of the shares of Common Stock owned in the
aggregate by the Management Stockholders. Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof with respect to a
matter which relates exclusively to the rights of holders of Registrable
Securities whose securities are being sold pursuant to a registration statement
and which does not directly or indirectly affect the rights of other holders of
Registrable Securities may be given by the holders of a majority of the
Registrable Securities being sold; provided, however, that the provisions of
this sentence may not be amended,
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modified or supplemented except in accordance with the provisions of the
immediately preceding sentence.
SECTION 6. NOTICES. All notices, demands and requests required by
this Agreement shall be in writing and shall be deemed to have been given for
all purposes (a) upon personal delivery, (b) one business day after being sent,
when sent by professional overnight courier service from and to locations within
the continental United States, or (c) five days after posting when sent by
registered or certified mail (return receipt requested), addressed to the
Company or a Stockholder at his, her or its address set forth on the signature
pages hereof. Any party hereto may from time to time by notice in writing
served upon the others as provided herein, designate a different mailing address
or a different person to which such notices or demands are thereafter to be
addressed or delivered.
SECTION 7. SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement shall inure to the benefit of and be binding upon the
successors of each of the parties.
SECTION 8. COUNTERPARTS. This Agreement may be executed in
separate counterparts, each of which shall be deemed to be an original, and when
executed, separately or together, shall constitute a single original instrument,
effective in the same manner as if the parties hereto had executed one and the
same instrument.
SECTION 9. CAPTIONS. Captions are provided herein for convenience
only and they are not to serve as a basis for interpretation or construction of
this Agreement, nor as evidence of the intention of the parties hereto.
SECTION 10. GOVERNING LAW. This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with the internal
laws, and not the laws pertaining to conflicts or choice of laws, of the State
of Delaware.
SECTION 11. SEVERABILITY. The provisions of this Agreement are
severable. The invalidity, in whole or in part, of any provision of this
Agreement shall not affect the validity or enforceability of any other of its
provisions. If one or more provisions hereof shall be declared invalid or
unenforceable, the remaining provisions shall remain in full force and effect
and shall be construed in the broadest possible manner to effectuate the
purposes hereof. The parties further agree to replace such void or
unenforceable provisions of this Agreement with valid and enforceable provisions
which will achieve, to the extent possible, the economic, business and other
purposes of the void or unenforceable provisions.
SECTION 12. ENTIRE AGREEMENT. This Agreement contains the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersedes all prior written and oral agreements, understandings,
commitments and practices between the parties, including all prior agreements
with respect to registration rights.
SECTION 13. TERMINATION. This agreement shall terminate on May 6,
2007. In addition, Sections 4.1 and 4.2 shall terminate at such time as the
Series C Stockholder is entitled to sell Common Stock pursuant to Rule 144(k),
as adopted by the SEC, or any similar rule or federal statute permitting sales
without registration under the Securities Act, without regard to
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the holding period, volume, manner of sale or type of transaction, and without
regard to whether or not the Company has then timely satisfied all of its filing
requirements under the Exchange Act.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
with the intent and agreement that the same shall be effective as of the day and
year first above written.
KAYNAR TECHNOLOGIES INC. (formerly
known as KAYNAR HOLDINGS INC.)
By: /s/ David A. Werner
---------------------
David A. Werner,
Executive Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ PC Keenoy
-----------------------------------
Peter C. Keenoy
Authorized Signatory
/s/ Jordan A. Law
-----------------------------------
Jordan A. Law
/s/ David A. Werner
-----------------------------------
David A. Werner
/s/ Leroy A. Dack
-----------------------------------
Leroy A. Dack
/s/ Robert L. Beers
-----------------------------------
Robert L. Beers
/s/ Imre Berecz
-----------------------------------
Imre Berecz, as Trustee of the
Berecz Family Trust
/s/ Joseph M. Varholick
-----------------------------------
Joseph Varholick
/s/ Joseph F. Blomberg
-----------------------------------
Joseph F. Blomberg, as Trustee
of the Blomberg Family Trust
S-1
<PAGE>
Exhibit 2
FORM OF
CERTIFICATE OF DESIGNATION
FOR
SERIES C CONVERTIBLE PREFERRED STOCK
OF
KAYNAR TECHNOLOGIES INC.
1. DESIGNATION. The designation of the series of Preferred Stock
created by this Designation shall be Series C Convertible Preferred Stock, $0.01
par value, of the Corporation (hereinafter referred to as "Convertible
Preferred"), and the number of shares constituting such series shall be
5,206,000, which number may be increased (but not above the total number of
shares of Preferred Stock of the Corporation) or decreased (but not below the
number of shares then outstanding) from time to time by the Board of Directors
or any authorized committee thereof, and the affirmative vote, to the extent
required by the terms of this Designation, of the holders of a majority of the
outstanding shares of Convertible Preferred. The Convertible Preferred shall
rank prior to the Common Stock with respect to the distribution of assets upon
the liquidation, dissolution or winding up of the Corporation.
2. DIVIDEND RIGHTS. Each holder of shares of Convertible Preferred
shall be entitled to receive a payment of any dividend or other distribution
declared on outstanding shares of Common Stock and payable in cash or other
property (including any dividend or distribution payable in securities issued by
the Corporation or any other person, other than a dividend payable solely in
shares of Common Stock), pari passu with, and at the same time as (with delivery
of the same notice, if any), such dividend or other distribution is payable to
holders of shares of Common Stock, on the same basis (hereinafter "As Converted
Basis") as if the shares of Convertible Preferred held by such person had been
converted into shares of Common Stock, and at the Conversion Rate (as defined
below), in each case in effect immediately prior to the record date for
determining holders of Common Stock of record entitled to receive such dividend
or distribution.
3. LIQUIDATION PREFERENCES.
(a) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the holders of
Convertible Preferred shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders an amount equal to $0.22
per share (the "Liquidation Value") of Convertible Preferred plus an amount
equal to any declared but unpaid dividends thereon to and including the date of
such distribution, and no more, before any distribution shall be made to the
holders of Common Stock or any other class of stock of the Corporation ranking
junior to the Convertible Preferred as to the distribution of assets upon any
such liquidation, dissolution or winding up. After payment of such liquidating
distributions, the holders of shares of Convertible Preferred will not be
entitled to any further participation in any distribution of assets by the
Corporation.
<PAGE>
(b) In the event the assets of the Corporation available for
distribution to stockholders upon any liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full the amounts payable with respect to the Convertible
Preferred and any other shares of Preferred Stock ranking on a parity with the
Convertible Preferred as to the distribution of assets upon any such
liquidation, dissolution or winding up (the "Parity Preferred Stock"), the
holders of Convertible Preferred and the holders of such Parity Preferred Stock
shall share ratably in any distribution of assets of the Corporation in
proportion to the full respective preferential amounts to which they are
entitled.
(c) The merger or consolidation of the Corporation into or with any
other corporation, the merger or consolidation of any other corporation into or
with the Corporation or the sale of the assets of the Corporation substantially
as an entirety shall not be deemed a liquidation, dissolution or winding up of
the affairs of the Corporation within the meaning of this Section 3.
4. CONVERSION RIGHTS. The holders of shares of Convertible
Preferred shall have the right, at their option, to convert such shares into
shares of Common Stock on the following terms and conditions:
(a) Each share of Convertible Preferred shall be convertible at any
time into one (subject to adjustment as set forth in Section 4(d) below) fully
paid and nonassessable shares of Common Stock, $0.01 par value (the "Common
Stock"), of the Corporation, with no payment due the Corporation by the holder
of such share of Convertible Preferred. No payment or adjustment shall be made
on account of any dividends on the shares of Common Stock issued upon such
conversion subsequent to the record date for the determination of stockholders
entitled to such dividends.
(b) In order to convert shares of Convertible Preferred into Common
Stock, the holder thereof shall surrender the certificates therefor, duly
endorsed if the Corporation shall so require, or accompanied by appropriate
instruments of transfer satisfactory to the Corporation, to the Corporation,
together with written notice that such holder irrevocably elects to convert such
shares of Convertible Preferred. Such notice shall also state the name and
address in which such holder wishes the certificate for the shares of Common
Stock issuable upon conversion to be issued. As soon as practicable after
receipt of the certificates representing the shares of Convertible Preferred to
be converted and the notice of election to convert the same, the Corporation
shall issue and deliver a certificate for the number of shares of Common Stock
issuable upon conversion of the shares of Convertible Preferred surrendered for
conversion to the person entitled to receive the same. Shares of Convertible
Preferred shall be deemed to have been converted immediately prior to the close
of business on the date such shares are surrendered for conversion and notice of
election to convert the same is received by the Corporation in accordance with
the foregoing provision, and the person entitled to receive the Common Stock
issuable upon such conversion shall be deemed for all purposes as the record
holder of such Common Stock as of such date.
(c) No fractional shares of Common Stock shall be issued upon
conversion of any shares of Convertible Preferred. If more than one share of
Convertible Preferred is
2
<PAGE>
surrendered at one time by the same holder, the number of full shares issuable
upon conversion thereof shall be computed on the basis of the aggregate number
of shares so surrendered. If the conversion of any shares of Convertible
Preferred results in a fractional share of Common Stock, the Corporation shall
pay cash in lieu thereof in an amount equal to such fraction multiplied by the
closing price on the date on which the shares of Convertible Preferred were duly
surrendered for conversion, or if such date is not a trading date, on the next
succeeding trading date.
(d) The number of shares of Common Stock into which each share of
Convertible Preferred may be converted (the "Conversion Rate") shall be adjusted
from time to time as follows:
(i) In case the Corporation shall pay or make a dividend or other
distribution on shares of Common Stock payable in shares of Common
Stock, the Conversion Rate in effect at the opening of business on the
date following the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution shall be
adjusted by multiplying such Conversion Rate by a fraction the
numerator of which shall be the sum of the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination and the total number of shares constituting such
dividend or other distribution and the denominator of which shall be
the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination, such increase to
become effective immediately after the opening of business on the day
following the date fixed for such determination. For purposes of this
subsection, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the
Corporation but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock.
The Corporation will not pay any dividend or make any distribution on
shares of Common Stock held in the treasury of the Corporation.
(ii) In case outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Conversion Rate
in effect at the opening of business on the day following the day upon
which such subdivision becomes effective shall be proportionately
increased, and, conversely, in case outstanding shares of Common Stock
shall be combined into a smaller number of shares of Common Stock, the
Conversion Rate in effect at the opening of business on the day
following the day upon which such combination becomes effective shall
be proportionately decreased, such increase or reduction, as the case
may be, to become effective immediately after the opening of business
on the day following the day upon which such subdivision or
combination becomes effective.
(iii) The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or
merger to which Section 4(f) below applies) shall be deemed to be a
distribution of such securities to all holders of Common Stock as
governed by Section 2 of this Designation (and the effective date of
such reclassification shall be deemed to be "the date fixed for the
determination of stockholders entitled to receive such distribution").
3
<PAGE>
(iv) The reclassification of Common Stock into securities that include
both Common Stock and securities other than Common Stock (other than
any reclassification upon a consolidation or merger to which Section
4(f) below applies) shall be deemed to involve (A) a subdivision or
combination, as the case may be, of the number of shares of Common
Stock outstanding immediately prior to such reclassification into the
number of shares of Common Stock outstanding immediately thereafter
(and the effective date of such reclassification shall be deemed to be
"the day upon which such subdivision became effective" or "the day
upon which such combination becomes effective" as the case may be, and
"the day upon which such subdivision or combination becomes effective"
within the meaning of subsection (ii) above) and (B) a distribution of
the securities other than Common Stock to all holders of Common Stock
as governed by Section 2 of this Designation (and the effective date
of such reclassification shall be deemed to be "the date fixed for the
determination of stockholders entitled to receive such distribution").
(v) No adjustment in the Conversion Rate for the Convertible
Preferred shall be required unless such adjustment would require an
increase or decrease of at least 0.10% in such Conversion Rate;
PROVIDED, HOWEVER, that any adjustments which by reason of this
subsection (v) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations
under this Section 4 shall be made to the nearest one-tenth cent
($0.001) or to the nearest one-thousandth of a share, as the case may
be.
(e) Whenever the Conversion Rate shall be adjusted as herein provided
(i) the Corporation shall forthwith make available a statement describing in
reasonable detail the adjustment, the facts requiring such adjustment and the
method of calculation used; and (ii) the Corporation shall cause to be mailed by
first class mail, postage prepaid, as soon as practicable to each holder of
record of shares of Convertible Preferred a notice stating that the Conversion
Rate has been adjusted and setting forth the adjusted Conversion Rate.
(f) In the event of any consolidation of the Corporation with or
merger of the Corporation into any other corporation or a sale, lease or
conveyance of the assets of the Corporation as an entirety or substantially as
an entirety, or any statutory exchange of securities with another corporation,
the holder of each share of Convertible Preferred shall have the right, after
such consolidation, merger, sale or exchange to convert such share into the
number and kind of shares of stock or other securities, and the amount of cash
or other property receivable upon such consolidation, merger, sale or exchange
by a holder of the number of shares of Common Stock issuable upon conversion of
such shares of Convertible Preferred immediately prior to such consolidation,
merger, sale or exchange. No provision shall be made for adjustments in the
Conversion Rate. The provisions of this Section 4(f) shall similarly apply to
any such successive consolidation, merger, sale or exchange.
(g) The Corporation shall pay any taxes that may be payable in
respect of the issuance of shares of Common Stock upon conversion of shares of
Convertible Preferred, but the Corporation shall not be required to pay any
taxes which may be payable in respect of any transfer involved in the issuance
of shares of Common Stock in the name other than that in
4
<PAGE>
which the shares of Convertible Preferred so converted are registered, and the
Corporation shall not be required to issue or deliver any such shares unless and
until the person requesting such issuance in another name shall have paid to the
Corporation the amount of any such taxes, or shall have established to the
satisfaction of the Corporation that such taxes have been paid.
(h) The Corporation may make such increases in the Conversion Rate,
in addition to those required by subsections (i) through (iv) of Section 4(d)
above, as it considers to be advisable in order that any event treated for
federal income tax purposes as a dividend of stock or stock rights shall not be
taxable to the recipients.
(i) The Corporation shall at all times reserve and keep available out
of its authorized but unissued Common Stock the full number of shares of Common
Stock issuable upon the conversion of all shares of Convertible Preferred then
outstanding.
(j) In the event that:
(i) any capital reorganization of the Corporation, reclassification of
the capital stock of the Corporation, consolidation or merger of the
Corporation with or into another corporation (other than a merger in
which the Corporation is the surviving corporation and the holders of
shares of Common Stock do not receive any distribution of cash, other
property or other securities as a result thereof), or sale, lease or
conveyance of the assets of the Corporation as an entirety or
substantially as an entirety to another corporation occurs; or
(ii) the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation occurs;
the Corporation shall cause to be mailed to the holders of record of the
Convertible Preferred at least 20 days prior to the applicable date hereinafter
specified a notice stating the date on which such reorganization,
reclassification, consolidation, merger, sale, lease, conveyance, dissolution,
liquidation or winding up is expected to take place, and the date, if any is to
be fixed, as of which holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, lease conveyance, dissolution, liquidation or winding up. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such dividend, distribution, reorganization, reclassification, consolidation,
merger, sale, lease, conveyance, dissolution, liquidation or winding up.
(k) In the event "beneficial ownership" (as determined pursuant to
either Rule 13d-3 or Rule 16a-1(a)(2) adopted under the Securities Exchange Act
of 1934, as amended) of one or more shares of Convertible Preferred is acquired
by any person other than (i) the original holder of such share or (ii) any
"affiliate" (as such term is defined in Rule 144(a) adopted under the Securities
Act of 1933) of such original holder, such share or shares shall automatically,
and without any further action on behalf of the holder or the Corporation, be
converted into shares of the Corporation's Common Stock at the Conversion Rate
then in effect, and the certificates evidencing such shares of Convertible
Preferred shall thereafter evidence the beneficial ownership of the shares of
Common Stock into which such shares of Convertible Preferred were
5
<PAGE>
converted; PROVIDED, HOWEVER, that until (i) the holder of the Convertible
Preferred so converted advises the Corporation in writing of its acquisition of
such shares and (ii) tenders the certificate(s) evidencing the shares of
Convertible Preferred that were so converted for reissuance as shares of Common
Stock, such shares of Common Stock shall not be deemed outstanding for purposes
of any vote taken by holders of Common Stock or for purposes of receiving
notice, but shall be deemed outstanding for purposes of receipt of dividends or
other distributions in respect of shares of Common Stock. At any time shares of
Convertible Preferred are outstanding, the holder of record will identify in
writing, upon request of the Corporation, the beneficial owner or owners of such
shares.
5. VOTING RIGHTS. Other than as required by applicable law, the
Convertible Preferred shall not have any voting powers either general or
special, except as follows:
(a) Unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the affirmative vote or consent of holders
of a majority of all of the shares of the Convertible Preferred, and any one or
more other series of Parity Preferred Stock which by its terms provides for
similar voting rights and is similarly affected, at the time outstanding, given
in person or by proxy, either in writing or by a vote at a meeting called for
the purpose at which the holders of shares of the Convertible Preferred and any
such other series of Preferred Stock shall vote together as a separate and
single class, shall be necessary for (i) authorizing, adopting, effecting or
validating the amendment, alteration or repeal of, or any other change in, any
of the provisions of the Certificate of Incorporation or of any amendment or
supplement thereto (including this Designation or any other certificate of
designation or any similar document relating to any series of Preferred Stock
hereinafter proposed to be authorized by action of the Board of Directors) or
the Bylaws of the Corporation, which adversely affects the holders of the
Convertible Preferred or such other Parity Preferred Stock; (ii) any voluntary
or involuntary dissolution, liquidation or winding up of the Corporation; (iii)
any merger, consolidation or other reorganization of the Corporation with or
into another corporation or any other legal entity as a result of which (A)
shares of Common Stock or (B) shares of the Convertible Preferred or such other
Parity Preferred Stock in either case, are converted into, or will be entitled
to receive, other securities or cash or other property (including securities of
a different issuer); or (iv) any sale, lease or other conveyance, in one or more
related series of transactions, of all or substantially all of the assets of the
Corporation.
(b) Unless the affirmative vote or consent of holders of a majority
of all of the Convertible Preferred at the time outstanding, given in person or
by proxy, either in writing or by vote at a meeting called for the purpose of
such vote at which the holders of the Convertible Preferred shall vote as a
single class, the Corporation shall not (i) issue or agree in writing to issue
(whether or not such agreement is conditioned upon obtaining the affirmative
vote of holders of a majority of the Convertible Preferred at the time
outstanding) shares of Common Stock, or any option, warrant or other right to
acquire shares of Common Stock, or any security convertible into or exchangeable
for shares of Common Stock or another security convertible into or exchangeable
for shares of Common Stock (whether or not then so exercisable or convertible,
or only exercisable or convertible with the passage of time or the occurrence of
some event or satisfaction of some condition) by the terms thereof (hereinafter
a "Common Stock Equivalent"), if as a result of such issuance the aggregate
number of the shares of Common Stock and Common Stock Equivalents then
outstanding, when added to the number of
6
<PAGE>
shares of Common Stock or Common Stock Equivalents proposed to be issued or
which are the subject of the proposed agreement, would exceed the sum of (A)
7,608,400 plus (B) the number of shares of Common Stock issued by the
Corporation and sold pursuant to the Underwriting Agreement between the
Corporation, Lehman Brothers Inc. and others entered into in April 1997, (ii)
issue or agree in writing to issue (whether or not such agreement is conditioned
upon obtaining the affirmative vote of holders of a majority of the Convertible
Preferred at the time outstanding) any shares of any class or series of
Preferred Stock, or (iii) repurchase or redeem, or agree to repurchase or redeem
(whether or not such agreement is conditioned upon obtaining the affirmative
vote of holders of a majority of the Convertible Preferred at the time
outstanding), in any single or related series of transactions, an aggregate
number of shares of Common Stock and/or Common Stock Equivalents which exceeds
ten percent (10%) of the aggregate number of shares of Common Stock plus Common
Stock Equivalents at the time outstanding.
(c) The special voting rights set forth in subsections (a) and (b) of
this Section 5 shall terminate and cease to be effective at all times thereafter
on the close of business on the date that the number of shares of Common Stock
issuable upon conversion in full of all outstanding shares of Convertible
Preferred at the Conversion Rate in effect on such date would constitute less
than twenty-five percent (25%) of the sum of (i) the total number of shares of
Common Stock then actually outstanding, (ii) the total number of shares of
Common Stock which would be issued upon conversion of all shares of Convertible
Preferred then outstanding at the Conversion Rate in effect on such date, plus
(iii) the maximum number of shares of Common Stock which would be issued if all
Common Stock Equivalents (other than Common Stock Equivalents in respect of the
Convertible Preferred) then exercisable or convertible, or exercisable or
convertible within 60 days of such date, were exercised or converted in full as
of such date.
6. REACQUIRED SHARES. Shares of Convertible Preferred converted,
redeemed, or otherwise purchased or acquired by the Corporation shall be
restored to the status of authorized but unissued shares of Preferred Stock
without designation as to series.
7. NO SINKING FUND. Shares of Convertible Preferred are not subject
to the operation of a sinking fund or other obligation of the Corporation to
redeem or retire the Convertible Preferred.
8. NO IMPAIRMENT. Other than in connection with or as a result of
any action (including amendment to this Certificate) which has been authorized
or approved by vote of holders of a majority of the Convertible Preferred, the
Corporation shall not take any action or enter into any transaction or agreement
which has the effect of avoiding the observance or performance of any of the
terms to be observed or performed hereunder by the Corporation.
7
<PAGE>
EXHIBIT 3
AGREEMENT REGARDING JOINT FILING
Pursuant to Securities and Exchange Commission Regulation 240.13d-1(k)(1),
the undersigned persons agree that a statement may be filed on behalf of each of
the undersigned persons by CFE, Inc. with respect to the Common Stock, par value
$.01 per share, and the Series C Convertible Preferred Stock, par value $.01 per
share, issued by Kaynar Technologies Inc. Further, each of the undersigned
agrees that CFE, Inc., by any of its duly elected officers, shall be authorized
to sign from time to time on behalf of the undersigned, any amendments to this
Schedule 13D or any statements on Schedule 13G relating to Kaynar Technologies
Inc. which may be necessary or appropriate from time to time.
Dated: June 26, 1998
CFE, INC.
a Delaware corporation
By: /s/ Michael A. Gaudino
-----------------------------------
Michael A. Gaudino
President
GENERAL ELECTRIC CAPITAL CORPORATION
a New York corporation
By: /s/ Michael A. Gaudino
-----------------------------------
Michael A. Gaudino
Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
a Delaware corporation
By: /s/ Nancy E. Barton
-----------------------------------
Nancy E. Barton
Senior Vice President
GENERAL ELECTRIC COMPANY
a New York corporation
By: /s/ Michael A. Gaudino
-----------------------------------
Michael A. Gaudino
Executive Officer
<PAGE>
SCHEDULE I TO SCHEDULE 13D
CFE, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DIRECTORS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
Michael A. Gaudino 201 High Ridge Road Director
Stamford, CT 06927
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OFFICERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Michael A. Gaudino 201 High Ridge Road President
Stamford, CT 06927
- --------------------------------------------------------------------------------
J. Gordon Smith 201 High Ridge Road Vice President
Stamford, CT 06927
- --------------------------------------------------------------------------------
Peter C. Keenoy 201 High Ridge Road Vice President
Stamford, CT 06927
- --------------------------------------------------------------------------------
Murry K. Stegelmann 201 High Ridge Road Vice President
Stamford, CT 06927
- --------------------------------------------------------------------------------
Preston H. Abbott 201 High Ridge Road Vice President and
Stamford, CT 06927 Secretary
- --------------------------------------------------------------------------------
Jeffrey L. Hyde 201 High Ridge Road Vice President - Taxes
Stamford, CT 06927
- --------------------------------------------------------------------------------
Joseph T. Cassidy 201 High Ridge Road Vice President - Taxes
Stamford, CT 06927
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE II TO SCHEDULE 13D
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel
260 Long Ridge Road and Secretary
Stamford, CT 06927 General Electric Capital Corporation
- ------------------------------------------------------------------------------------------------------------------
James R. Bunt General Electric Company Vice President and Controller
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
- ------------------------------------------------------------------------------------------------------------------
David M. Cote General Electric Appliances President and Chief Executive Officer
Appliance Park General Electric Appliances
Louisville, KY 40225
- ------------------------------------------------------------------------------------------------------------------
Dennis D. Dammerman General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431 General Electric Company
- ------------------------------------------------------------------------------------------------------------------
Paolo Fresco General Electric Company Vice Chairman and Executive Officer
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
- ------------------------------------------------------------------------------------------------------------------
Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel
3135 Easton Turnpike and Secretary
Fairfield, CT 06431 General Electric Company
- ------------------------------------------------------------------------------------------------------------------
Jeffrey R. Immelt General Electric Medical Systems President and Chief Executive Officer
3000 N. Grandview Boulevard General Electric Medical Systems
Waukesha, WI 53188
- ------------------------------------------------------------------------------------------------------------------
W. James McNerney, Jr. GE Aircraft Engines President and Chief Executive Officer
One Neumann Way GE Aircraft Engines
Cincinnati, OH 45215-6301
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE II TO SCHEDULE 13D
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John H. Myers GE Investment Corporation Chairman and President
3003 Summer Street GE Investment Corporation
Stamford, CT 06904
- ------------------------------------------------------------------------------------------------------------------
Robert L. Nardelli General Electric Company President and Chief Executive Officer
One River Road GE Power Systems
Schenectady, NY 12345
- ------------------------------------------------------------------------------------------------------------------
Denis J. Nayden General Electric Capital Corporation President and Chief Operating Officer
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Michael A. Neal General Electric Capital Corporation Executive Vice President
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
James A. Parke General Electric Capital Corporation Senior Vice President - Finance
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
John M. Samuels General Electric Company Vice President and Senior Counsel -
3135 Easton Turnpike Corporate Taxes
Fairfield, CT 06431 General Electric Company
- ------------------------------------------------------------------------------------------------------------------
Edward D. Stewart General Electric Capital Corporation Executive Vice President
1600 Summer Street General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
- ------------------------------------------------------------------------------------------------------------------
Gary C. Wendt General Electric Capital Corporation Chairman and Chief Executive Officer
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE II TO SCHEDULE 13D
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
OFFICERS
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gary C. Wendt General Electric Capital Corporation Chairman of the Board
260 Long Ridge Road and Chief Executive Officer
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Denis J. Nayden General Electric Capital Corporation President and Chief Operating Officer
260 Long Ridge Road
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Nigel D. T. Andrews General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Michael A. Neal General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Edward D. Stewart General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel
260 Long Ridge Road and Secretary
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
James A. Colica General Electric Capital Corporation Senior Vice President
260 Long Ridge Road Global Risk Management
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Michael D. Fraizer General Electric Capital Corporation Senior Vice President
6604 West Broad Street Insurance/Investment Products
Taylor Building
Richmond, VA 23230
- ------------------------------------------------------------------------------------------------------------------
Robert L. Lewis General Electric Capital Corporation Senior Vice President
1600 Summer Street, 6th Floor Structured Finance Group
Stamford, CT 06905
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE II TO SCHEDULE 13D
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Christopher A.A.E. Mackenzie General Electric Capital Corporation Senior Vice President, Global Business
260 Long Ridge Road Development
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
James A. Parke General Electric Capital Corporation Senior Vice President, Finance
260 Long Ridge Road
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Todd S. Thomson General Electric Capital Corporation Senior Vice President
260 Long Ridge Road Strategic Planning and Business Development
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Lawrence J. Toole General Electric Capital Corporation Senior Vice President
260 Long Ridge Road Human Resources
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Jeffrey S. Werner General Electric Capital Corporation Senior Vice President
201 High Ridge Road Corporate Treasury and Global Funding
Stamford, CT 06927 Operation
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE III TO SCHEDULE 13D
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Kaj Alhmann Employers Reinsurance Corp. Executive Vice President
5200 Metcalf General Electric Capital Services, Inc.
Overland Park, KS 66201
President and Chief Operating Officer
Employers Reinsurance Corp.
- ------------------------------------------------------------------------------------------------------------------
Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
James R. Bunt General Electric Company Vice President and Comptroller
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
- ------------------------------------------------------------------------------------------------------------------
David M. Cote General Electric Appliances President and Chief Executive Officer
Appliance Park General Electric Appliances
Louisville, KY 40225
- ------------------------------------------------------------------------------------------------------------------
Dennis D. Dammerman General Electric Company Senior Vice President - Finance
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
- ------------------------------------------------------------------------------------------------------------------
Paolo Fresco General Electric Company Vice Chairman and Executive Officer
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
- ------------------------------------------------------------------------------------------------------------------
Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel
3135 Easton Turnpike and Secretary
Fairfield, CT 06431 General Electric Company
- ------------------------------------------------------------------------------------------------------------------
Jeffrey R. Immelt General Electric Medical Systems President and Chief Executive Officer
3000 N. Grandview Boulevard General Electric Medical Systems
Waukesha, WI 53188
- ------------------------------------------------------------------------------------------------------------------
W. James McNerney, Jr. GE Aircraft Engines President and Chief Executive Officer
One Neumann Way GE Aircraft Engines
Cincinnati, OH 45215-6301
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE III TO SCHEDULE 13D
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John H. Myers GE Investment Corporation Chairman and President
3003 Summer Street GE Investment Corporation
Stamford, CT 06904
- ------------------------------------------------------------------------------------------------------------------
Robert L. Nardelli General Electric Company President and Chief Executive Officer
One River Road GE Power Systems
Schenectady, NY 12345
- ------------------------------------------------------------------------------------------------------------------
Denis J. Nayden General Electric Capital Corporation President and Chief Operating Officer
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Michael A. Neal General Electric Capital Corporation Executive Vice President
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
John M. Samuels General Electric Company Vice President and Senior Counsel
3135 Easton Turnpike Corporate Taxes
Fairfield, CT 06431 General Electric Company
- ------------------------------------------------------------------------------------------------------------------
Edward D. Stewart General Electric Capital Corporation Executive Vice President
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
- ------------------------------------------------------------------------------------------------------------------
Gary C. Wendt General Electric Capital Services, Inc. Chairman of the Board, President and
260 Long Ridge Road Chief Executive Officer
Stamford, CT 06927 General Electric Capital Services, Inc.
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE III TO SCHEDULE 13D
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
OFFICERS
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gary C. Wendt General Electric Capital Services, Inc. Chairman, President and Chief Executive
260 Long Ridge Road Officer
Stamford, CT 06927 General Electric Capital Services, Inc.
- ------------------------------------------------------------------------------------------------------------------
Kaj Ahlmann Employers Reinsurance Corp. Executive Vice President
5200 Metcalf General Electric Capital Services, Inc.
Overland Park, KS 66201
President and Chief Operating Officer
Employers Reinsurance Corp.
- ------------------------------------------------------------------------------------------------------------------
Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President
260 Long Ridge Road See Schedule II
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Denis J. Nayden General Electric Capital Corporation President and Chief Operating Officer
260 Long Ridge Road See Schedule II
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Michael A. Neal General Electric Capital Corporation Executive Vice President
260 Long Ridge Road See Schedule II
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Edward D. Stewart General Electric Capital Corporation Executive Vice President
260 Long Ridge Road See Schedule II
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and
260 Long Ridge Road Secretary
Stamford, CT 06927 See Schedule II
- ------------------------------------------------------------------------------------------------------------------
James A. Parke General Electric Capital Corporation Senior Vice President, Finance
260 Long Ridge Road See Schedule II
Stamford, CT 06927
- ------------------------------------------------------------------------------------------------------------------
Lawrence J. Toole General Electric Capital Corporation Senior Vice President
260 Long Ridge Road Human Resources
Stamford, CT 06927 See Schedule II
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE III TO SCHEDULE 13D
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
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PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
Jeffrey S. Werner General Electric Capital Corporation Senior Vice President, Corporate Treasury and
201 High Ridge Road Global Funding Operation
Stamford, CT 06927 See Schedule II
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</TABLE>
<PAGE>
SCHEDULE IV TO SCHEDULE 13D
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
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PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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DIRECTORS
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<S> <C> <C>
D.W. Calloway Pepsico, Inc. Retired Director and
700 Anderson Hill Road Chairman of the Board
Purchase, NY 10577 Pepsico, Inc.
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J.I. Cash, Jr. Harvard Business School Professor of Business
Baker Library 187 Administration - Graduate School of
Soldiers Field Business Administration
Boston, MA 02163 Harvard University
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S.S. Cathcart 222 Wisconsin Avenue Director and Retired Chairman
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
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D.D. Dammerman General Electric Company Senior Vice President - Finance
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
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P. Fresco General Electric Company (U.S.A.) Vice Chairman of the Board and
3 Shortlands, Executive Officer
Hammersmith General Electric Company
London, W6 SBX,
England
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C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and
S.A. de C. V. Chief Executive Officer
Jose Luis Lagrange Kimberly-Clark de Mexico
103, Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510,
Mexico
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G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors
New York, NY 10001 Federated Department Stores
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</TABLE>
<PAGE>
SCHEDULE IV TO SCHEDULE 13D
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
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PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
E.F. Murphy General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer
Fairfield, CT 06431 General Electric Company
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S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
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J.D. Opie General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431 General Electric Company
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R.S. Penske Penske Corporation Chairman of the Board and President
13400 Outer Drive, West Penske Corporation
Detroit, MI 48239-4001
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F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
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A.C. Sigler Champion International Corporation Retired Chairman of the Board, Chief
1 Champion Plaza Executive Officer and Former Director
Stamford, CT 06921 Champion International Corporation
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D.A. Warner III J.P. Morgan & Co., Inc. and Chairman of the Board, President, and
Guaranty Trust Co. Chief Executive Officer
60 Wall Street J.P. Morgan & Co. Incorporated and
New York, NY 10260 Morgan Guaranty Trust Company
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J.F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive
3135 Easton Turnpike Officer
Fairfield, CT 06431
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</TABLE>
<PAGE>
SCHEDULE IV TO SCHEDULE 13D
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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EXECUTIVE OFFICERS
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<S> <C> <C>
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive officer
Fairfield, CT 06431
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P. Fresco General Electric Company (U.S.A.) Vice Chairman of the Board
3 Shortlands, and Executive Officer
Hammersmith
London, W6 SBX,
England
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P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
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J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
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D.L. Calhoun General Electric Company Senior Vice President
Nela Park GE Lighting
Cleveland, OH 44122
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W.J. Conaty General Electric Company Senior Vice President
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
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D.M. Cote General Electric Company Senior Vice President
3135 Easton Turnpike GE Appliances
Fairfield, CT 06431
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D.D. Dammerman General Electric Company Senior Vice President - Finance
3135 Easton Turnpike
Fairfield, CT 06431
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L.S. Edelheit General Electric Company Senior Vice President
P. O. Box 8 Corporate Research and Development
Schenectady, NY 12301
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</TABLE>
<PAGE>
SCHEDULE IV TO SCHEDULE 13D
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
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PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
B.W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel and
3135 Easton Turnpike Secretary
Fairfield, CT 06431
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J.R. Immelt General Electric Company Senior Vice President
P. O. Box 414 GE Medical Systems
Milwaukee, WI 53201
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G.S. Malm General Electric Company Senior Vice President
3135 Easton Turnpike Asia
Fairfield, CT 06431
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W.J. McNerney, Jr. General Electric Company Senior Vice president
One Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
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E.F. Murphy General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
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R.L. Nardelli General Electric Company Senior Vice President
1 River Road GE Power Systems
Schenectady, NY 12345
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R.W. Nelson General Electric Company Vice President
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
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J.D. Opie General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
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G.M. Reiner General Electric Company Senior Vice President,
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
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J.G. Rice General Electric Company Vice President,
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
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</TABLE>
<PAGE>
SCHEDULE IV TO SCHEDULE 13D
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
G.L. Rogers General Electric Company Senior Vice President
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
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J.W. Rogers General Electric Company Vice President
1635 Broadway GE Motors
Fort Wayne, IN 46801
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L.G. Trotter General Electric Company Vice President
41 Woodward Avenue GE Electrical Distribution and Control
Plainville, CT 06062
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</TABLE>
