<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
--------------------
LASERMASTER TECHNOLOGIES, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(TITLE OF CLASS OF SECURITIES)
0005179 191
-----------
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN A. SIRICO, ESQ.
GENERAL ELECTRIC CAPITAL CORPORATION
201 HIGH RIDGE ROAD
STAMFORD, CT 06927
(203) 357-3600
------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
SEPTEMBER 30, 1996
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X].
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 0005179 191 PAGE OF PAGES
- ---------------------- ------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Capital Corporation, a New York corporation
I.R.S. #13-1500700
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York, USA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 881,542
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 881,542
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
881,542
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.02%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 0005179 191 PAGE OF PAGES
- ---------------------- ------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Capital Services, Inc., a Delaware corporation
I.R.S. #06-11095031
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not Applicable.
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware, USA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF Disclaimed. See 11 below.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING Disclaimed. See 11 below.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Beneficial ownership of all shares is disclaimed by General Electric
Capital Services, Inc.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Not Applicable. See 11 above.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 0005179 191 PAGE OF PAGES
- ---------------------- ------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Company, a New York corporation
I.R.S. #14-0089340
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not Applicable.
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York, USA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF Disclaimed. See 11 below.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING Disclaimed. See 11 below.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Beneficial ownership of all shares is disclaimed by General Electric
Company.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Not Applicable. See 11 above.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of Common Stock, $.01 par value per
share (the "Common Stock"), of LaserMaster Technologies, Inc., a Minnesota
corporation (the "Company"). The principal executive offices of the Company are
located at 7090 Shady Oak Road, Eden Prairie, Minnesota 55344.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c). This Statement is filed by General Electric Capital
Corporation ("GE Capital"), for and on behalf of itself, General Electric
Capital Services, Inc. (previously named General Electric Financial Services,
Inc.) ("GECS") and General Electric Company ("GE"; and together with GE Capital
and GECS, the "Filing Persons"). The agreement among each of the Filing Persons
that this Statement be filed on behalf of each of them is attached hereto as
Exhibit 4.
GECS is a wholly-owned subsidiary of GE and GE Capital is a wholly-
owned subsidiary of GECS.
GE Capital is a New York corporation. GE Capital, together with its
subsidiaries, engages in financing services that include lending, equipment
management services and annuities and maintains its principal executive offices
at 260 Long Ridge Road, Stamford, Connecticut 06927.
GECS is a Delaware corporation with its principal executive offices
located at 260 Long Ridge Road, Stamford, Connecticut 06927. The business of
GECS consists of the ownership of two principal subsidiaries which, together
with their affiliates, constitute GE's principal financial services businesses.
GE is a New York corporation with its principal executive offices
located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in
providing a wide variety of industrial, commercial and consumer products and
services.
For information with respect to the identity and background of each
executive officer and director of the Filing Persons, see Schedules I, II and
III attached hereto.
The information required herein with respect to the respective
executive officers and directors of the Filing Persons is to the best knowledge
of the Filing 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.
(d) AND (e). Except as set forth below, during the last five years
none of the Filing Persons, nor, to the best of their knowledge, any of their
directors or executive officers has been (i) convicted of any criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
On November 15, 1990, an action (styled United States ex rel.
Taxpayers Against Fraud and Chester L. Walsh v. General Electric Company) under
the federal False Claims Act 31 U.S.C. Sections 3729-32, was filed under seal
against GE in the United States District Court for the Southern District of
Ohio. This qui tam action, brought by an organization called Taxpayers Against
Fraud and an employee of GE's Aircraft Engines division ("GEAE"), alleged that
GEAE, in connection with its sales of F110 aircraft engines and support
equipment to Israel, made false statements to the Israeli Ministry of Defense
("MoD"), causing MoD to submit false claims to the United States Department of
Defense under the Foreign Military Sales Program. Senior GE management became
aware of possible misconduct in GEAE's Israeli F110 program in December 1990.
Before learning of the sealed qui tam suit, GE immediately made a voluntary
disclosure to the Departments of Defense and Justice, promised full cooperation
and restitution, and began an internal investigation. In August 1991, the
federal court action was unsealed, and the Department of Justice intervened and
took over responsibility for the case.
1
<PAGE>
On July 22, 1992, after GE had completed its investigation and made a
complete factual disclosure to the U.S. government as part of settlement
discussions, the United States and GE executed a settlement agreement and filed
a stipulation dismissing the civil action. Without admitting or denying the
allegations in the complaint, GE agreed to pay $59.5 million in full settlement
of the civil fraud claims. Also on July 22, 1992, in connection with the same
matter, the United States filed a four count information charging GE with
violations of 18 U.S.C. Section 287 (submitting false claims against the United
States), 18 U.S.C. Section 1957 (engaging in monetary transactions in criminally
derived property), 15 U.S.C. Sections 78m(b)(2)(A) and 78ff(a) (inaccurate books
and records), and 18 U.S.C. Section 371 (conspiracy to defraud the United States
and to commit offenses against the United States). The same day, GE and the
United States entered a plea agreement in which GE agreed to waive indictment,
plead guilty to the information, and pay a fine of $9.5 million. GE was that day
sentenced by the federal court in accordance with the plea agreement.
(F) All of the executive officers and directors of the Filing Persons
are U.S. citizens, except that (i) Nigel D. T. Andrews, a GE Capital and GECS
director and executive officer, is a citizen of the United Kingdom, (ii) Paolo
Fresco, an executive officer and director of GE and a director of GE Capital and
GECS is an Italian citizen, (iii) Claudio X. Gonzalez, a director of GE, is a
citizen of Mexico and (iv) Kaj Ahlmann, a director of GECS is a citizen of
Denmark.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 25, 1996, entered into a Stock Purchase Agreement dated
as of the date thereof (the "Stock Purchase Agreement") between GE Capital and
the Company pursuant to which GE Capital acquired 410,256 shares of Common Stock
for a purchase price of $4.875 per share. In addition, pursuant to the Stock
Purchase Agreement, GE Capital received warrants (the "Warrants") to purchase an
additional 471,286 shares of Common Stock. Payment for the shares of Common
Stock and the Warrants was made on September 30, 1996. All Warrants acquired by
GE Capital are immediately exercisable into shares of Common Stock for an
exercise price of $6.79 per share of Common Stock. The aggregate purchase price
of the Common Stock and Warrants acquired pursuant to the Stock Purchase
Agreement was $1,999,998. The Stock Purchase Agreement also provides for both
incidental and demand registration rights of the Common Stock in certain
circumstances. The Stock Purchase Agreement does not grant to GE Capital any
preemptive stock purchase rights.
GE Capital purchased the shares of Common Stock and the Warrants with
a limited recourse promissory note (the "Note") payable to the Company. The
first installment in the amount of $999,999 was paid on September 30, 1996. The
second installment in the amount of $999,999 is due the earlier of (i) March 31,
1997 or (ii) when two promissory notes payable to the Company by TimeMasters,
Inc., a Minnesota corporation ("TimeMasters") and certain affiliates of
TimeMasters are paid. Upon maturity, all outstanding principal becomes due. The
Note also provides that upon default of the Note, GE Capital may satisfy its
obligations under the Note by surrendering one-half of the shares of Common
Stock and one-half of the Warrants for cancellation of the Note.
The information set forth in the Note (a copy of which is attached
hereto as Exhibit 3) is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
GE Capital purchased the shares of Common Stock and the Warrants held
by GE Capital from the Company, and holds such shares of Common Stock and the
Warrants as an investment.
Except as set forth or incorporated by reference in this Statement,
none of the Filing Persons has any current plans or proposals which relate to or
would result in the types of transactions set forth in subparagraphs (a) through
(j) of Item 4.
2
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) As a result of its ownership in the Common Stock and the Warrants,
GE Capital is the beneficial owner of 881,542 shares of Common Stock (which
includes the number of shares of Common Stock that may be acquired upon exercise
of the Warrants), representing 6.02% of the outstanding shares of Common Stock.
GECS and GE disclaim beneficial ownership in any shares of Common Stock and the
Warrants.
Except as disclosed in this Item 5(a) or elsewhere in this Statement,
none of the Filing Persons, nor, to the best of their knowledge, any of their
executive officers and directors, beneficially own any securities of the Company
or has a right to acquire any securities of the Company.
(b) GE Capital has the sole power to vote or direct the voting and to
dispose or direct the disposition of the respective shares of Common Stock and
Warrants held by GE Capital.
Except as described in this Item 5(b) or elsewhere in this Statement,
none of the Filing 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 as disclosed in this Statement, none of the Filing Persons,
nor, to the best of their knowledge, any of their executive officers or
directors, has effected any transaction in securities of the Company during the
past 60 days.
(d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
securities held by GE Capital except for GE Capital.
(e) Not applicable.
Neither the filing of the Statement or any amendment thereto, nor
anything contained therein or herein is intended as, or should be construed as,
an admission that any Filing Person is the "beneficial owner" of any shares of
Common Stock which any other Filing Person is deemed to beneficially own.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO SECURITIES OF THE COMPANY.
The information set forth in Item 3 above is incorporated herein by
reference.
Except as set forth or incorporated by reference in this Statement,
none of the Filing Persons, nor, to the best of their knowledge, any of their
executive officers or directors, has any contracts, arrangements, understandings
or relationships (legal or otherwise) with any person with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as Exhibits to this Schedule 13D:
Exhibit 1 Common Stock Purchase Agreement dated September 25, 1996
between GE Capital and the Company (filed herewith).
Exhibit 2 Warrant dated as of September 25, 1996, issued by the
Company to GE Capital (filed herewith).
Exhibit 3 Promissory Note dated as of September 25, 1996, made by GE
Capital in favor of the Company (filed herewith).
3
<PAGE>
Exhibit 4 Joint Filing Agreement dated as of October 7, 1996 by and
among GE Capital, GECS and GE (filed herewith).
Exhibit 5 Power of Attorney executed by GE (filed herewith).
4
<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.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael A. Gaudino
---------------------------------
Name: Michael A. Gaudino
Title: Vice President
Dated: October 7, 1996
<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.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Nancy E. Barton
------------------------------
Name: Nancy E. Barton
Title: Senior Vice President, General Counsel
and Secretary
Dated: October 7, 1996
<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.
GENERAL ELECTRIC COMPANY
By: /s/ Nancy E. Barton
-------------------------------
Name: Nancy E. Barton
Title: Attorney-in-Fact
Dated: October 7, 1996
<PAGE>
SCHEDULE I TO SCHEDULE 13D
--------------------------
Filed by General Electric Capital Corporation
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---------- -------------- ----------------
- ---------------------------------------------------------------------------
<S> <C> <C>
Directors
- ---------
- ---------------------------------------------------------------------------
N.D.T. Andrews GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
- ---------------------------------------------------------------------------
N.E. Barton GE Capital Senior Vice President,
260 Long Ridge Road General Counsel and
Stamford, CT 06927 Secretary, GE Capital.
See Schedule II.
- ---------------------------------------------------------------------------
J.R. Bunt GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- ---------------------------------------------------------------------------
D.D. Dammerman GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- ---------------------------------------------------------------------------
P. Fresco GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- ---------------------------------------------------------------------------
D.F. Frey General Electric See Schedule III.
Investment Corporation
3003 Sumner Street
Stamford, CT 06904
- ---------------------------------------------------------------------------
B.W. Heineman, Jr. GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- ---------------------------------------------------------------------------
R.L. Nardelli GE Power Systems President and Chief Executive
One River Road Officer, GE Power
Schenectady, NY 12345 Systems, GE.
- ---------------------------------------------------------------------------
D.J. Nayden GECS President and Chief
260 Long Ridge Road Operating Officer, GE
Stamford, CT 06927 Capital. See Schedule II.
- ---------------------------------------------------------------------------
M.A. Neal GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
- ---------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- -------- ----------
<S> <C> <C>
- ---------------------------------------------------------------------------
J.A. Parke GE Capital Senior Vice President,
260 Long Ridge Road Finance, GE Capital.
Stamford, CT 06927 See Schedule II.
- ---------------------------------------------------------------------------
J.M. Samuels GE Vice President and
3135 Easton Turnpike Senior Counsel,
Fairfield, CT 06431 Corporate Taxes, GE.
- ---------------------------------------------------------------------------
E.D. Stewart GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
- ---------------------------------------------------------------------------
J.F. Welch, Jr. GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- ---------------------------------------------------------------------------
G.C. Wendt GE Capital Chairman and Chief
260 Long Ridge Road Executive Officer, GE
Stamford, CT 06927 Capital. See Schedule II.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---------------- ------------------- -------------------
- -------------------------------------------------------------------------------
<S> <C> <C>
Executive
Officers
- ---------
- -------------------------------------------------------------------------------
G.C. Wendt GE Capital Chairman and Chief
260 Long Ridge Road Executive Officer, GE
Stamford, CT 06927 Capital. See Schedule II.
- -------------------------------------------------------------------------------
D.J. Nayden GE Capital President and Chief
260 Long Ridge Road Operating Officer, GE
Stamford, CT 06927 Capital. See Schedule II.
- -------------------------------------------------------------------------------
N.D.T. Andrews GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
- -------------------------------------------------------------------------------
M.A. Neal GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
- -------------------------------------------------------------------------------
E.D. Stewart GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
- -------------------------------------------------------------------------------
N.E. Barton GE Capital Senior Vice President,
260 Long Ridge Road General Counsel and
Stamford, CT 06927 Secretary, GE Capital.
See Schedule II.
- -------------------------------------------------------------------------------
J.A. Colica GE Capital Senior Vice President
260 Long Ridge Road and Manager, Risk
Stamford, CT 06927 Management and Credit
Policy, GE Capital.
- -------------------------------------------------------------------------------
M.D. Fraizer GE Capital Senior Vice President,
292 Long Ridge Road Insurance/Investment
Stamford, CT 06927 Products, GE Capital.
- -------------------------------------------------------------------------------
R.L. Lewis GE Capital Senior Vice President,
1600 Sumner Street and General Manager,
6th Floor Global Project and
Stamford, CT 06905 Structured Finance,
GE Capital.
- -------------------------------------------------------------------------------
J.A. Parke GE Capital Senior Vice President,
260 Long Ridge Road Finance, GE Capital.
Stamford, CT 06927 See Schedule II.
- -------------------------------------------------------------------------------
L.J. Toole GE Capital Senior Vice President,
201 High Ridge Road Human Resources, GE
Stamford, CT 06927 Capital. See Schedule II.
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ------------- ------------------ -------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
J.S. Werner GE Capital Senior Vice President,
201 High Ridge Road Corporate Treasury and
Stamford, CT 06927 Global Funding
Operation, GE Capital.
See Schedule II.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE II TO SCHEDULE 13D
---------------------------
Filed by General Electric Capital Services, Inc.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
---------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- -------------------- ----------------------- -----------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
Directors
- ---------
- --------------------------------------------------------------------------------
G.C. Wendt GECS Chairman, President
260 Long Ridge Road and Chief Executive
Stamford, CT 06927 Officer, GECS. See
Schedule I.
- --------------------------------------------------------------------------------
K. Ahlmann ERC Executive Vice
5200 Metcalf President, GECS.
Overland Park, KS 66202 See Schedule IV.
- --------------------------------------------------------------------------------
N.D.T. Andrews GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
- --------------------------------------------------------------------------------
J.R. Bunt GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- --------------------------------------------------------------------------------
D.D. Dammerman GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- --------------------------------------------------------------------------------
P. Fresco GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- --------------------------------------------------------------------------------
D.F. Frey GE Investment See Schedule III.
Corporation
3003 Sumner Street
Stamford, CT 06904
- --------------------------------------------------------------------------------
B.W. Heineman, Jr. GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- --------------------------------------------------------------------------------
R.L. Nardelli GE Power Systems President and Chief Executive
One River Road Officer, GE Power
Schenectady, NY 12345 Systems, GE.
- --------------------------------------------------------------------------------
D.J. Nayden GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- -------------- ----------------- ---------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
M.A. Neal GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
- --------------------------------------------------------------------------------
J.M. Samuels GE Vice President and
3135 Easton Turnpike Senior Counsel,
Fairfield, CT 06431 Corporate Taxes, GE.
- --------------------------------------------------------------------------------
E.D. Stewart GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
- --------------------------------------------------------------------------------
J.F. Welch, Jr. GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- -------- ----------
- -----------------------------------------------------------------
<S> <C> <C>
Executive
Officers
- ---------
- -----------------------------------------------------------------
G.C. Wendt GECS Chairman, President
260 Long Ridge Road and Chief Executive
Stamford, CT 06927 Officer, GECS. See
Schedule I.
- -----------------------------------------------------------------
K. Ahlmann ERC Executive Vice
5200 Metcalf President, GECS.
Overland Park, KS 66202 See Schedule IV.
- -----------------------------------------------------------------
N.D.T. Andrews GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
- -----------------------------------------------------------------
D.J. Nayden GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
- -----------------------------------------------------------------
M.A. Neal GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
- -----------------------------------------------------------------
E.D. Stewart GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
- -----------------------------------------------------------------
N.E. Barton GECS Senior Vice President,
260 Long Ridge Road GECS. See Schedule I.
Stamford, CT 06927
- -----------------------------------------------------------------
J.A. Parke GECS Senior Vice President,
260 Long Ridge Road GECS. See Schedule I.
Stamford, CT 06927
- -----------------------------------------------------------------
L.J. Toole GECS Senior Vice President,
260 Long Ridge Road GECS. See Schedule I.
Stamford, CT 06927
- -----------------------------------------------------------------
J.S. Werner GECS Senior Vice President,
201 High Ridge Road GECS. See Schedule I.
Stamford, CT 06927
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE III TO SCHEDULE 13D
----------------------------
Filed by General Electric Company
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- -------- ----------
- -------------------------------------------------------------------
<S> <C> <C>
Directors
- ---------
- -------------------------------------------------------------------
D.W. Calloway Pepsico, Inc. Chairman of the Board,
700 Anderson Hill Road Pepsico, Inc.,
Purchase, NY 10577 Beverages, Snack Foods
and Restaurants,
Purchase, New York.
- -------------------------------------------------------------------
S.S. Cathcart 222 Wisconsin Avenue Director and retired
Suite 103 Chairman of the Board,
Lake Forest, IL 60045 Illinois Tool Works,
Diversified Products,
Chicago, Illinois.
- -------------------------------------------------------------------
D.D. Dammerman GE Senior Vice President,
3135 Easton Turnpike Finance, and Chief
Fairfield, CT 06431 Financial Officer, GE.
- -------------------------------------------------------------------
P. Fresco General Electric Vice Chairman of the
Company (U.S.A.) Board and Executive
3 Shortlands, Officer, GE.
Hammersmith
London W6 8BX, England
- -------------------------------------------------------------------
C.X. Gonzalez Kimberly-Clark de Chairman of the Board
Mexico, and Chief Executive
S.A. de C.V. Officer, Kimberly-
Jose Luis Lagrange 103, Clark de Mexico, S.A.
Tercero Piso de C.V., Consumer and
Colonia Los Morales Paper Products, Mexico
Mexico, D.F. 11510, City, Mexico.
Mexico
- --------------------------------------------------------------------
R.E. Mercer GE Retired Chairman of
3135 Easton Turnpike the Board and former
Fairfield, CT 06431 Director, The Goodyear
Tire & Rubber Company,
Akron, Ohio.
- --------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- -------- ----------
- -------------------------------------------------------------------
<S> <C> <C>
G.G. Michelson Federated Department Member of the Board of
Stores Directors -- Federated
151 West 34th Street Department Stores,
New York, NY 10001 Retailers, New York,
New York.
- -------------------------------------------------------------------
J. D. Opie GE Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, GE.
- -------------------------------------------------------------------
R. D. Penske Penske Corporation Chairman of the Board,
13400 Outer Drive, West President and
Detroit, MI 48239-4001 Director, Penske
Corporation and
Detroit Diesel
Corporation,
Transportation and
Automotive Services,
Detroit, Michigan.
- -------------------------------------------------------------------
B.S. Preiskel Suite 3125 Former Senior Vice
60 East 42nd Street President, Motion
New York, NY 10165 Picture Associations
of America, New York,
New York.
- -------------------------------------------------------------------
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell
Ithaca, NY 14853 University, Ithaca,
New York.
- -------------------------------------------------------------------
A.C. Sigler Champion International Chairman of the Board,
Corporation Chief Executive
1 Champion Plaza Officer and Director
Stamford, CT 06921 Champion International
Corporation, Paper and
Forest Products,
Stamford, Connecticut.
- -------------------------------------------------------------------
D.A. Warner III J.P. Morgan & Co., Inc. President, Chief
and Morgan Guaranty Executive Officer and
Trust Co. Director, J.P. Morgan
60 Wall Street & Co., Incorporated
New York, NY 10260 and Morgan Guaranty
Trust Company, New
York, New York.
- -------------------------------------------------------------------
J.F. Welch, Jr. GE Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, GE.
- -------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- -------- ----------
- -------------------------------------------------------------------------
Executive
Officers
- ---------
- -------------------------------------------------------------------------
<S> <C> <C>
J.F. Welch, Jr. GE Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, GE.
- -------------------------------------------------------------------------
P. Fresco General Electric Vice Chairman of the
Company (U.S.A.) Board and Executive
3 Shortlands, Officer, GE.
Hammersmith
London W6 8BX, England
- -------------------------------------------------------------------------
J. D. Opie GE Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, GE.
- -------------------------------------------------------------------------
D. D. Dammerman GE Senior Vice President,
3135 Easton Turnpike Finance, and Chief
Fairfield, CT 06431 Financial Officer, GE.
- -------------------------------------------------------------------------
P. D. Ameen GE Vice President and
3135 Easton Turnpike Comptroller, GE.
Fairfield, CT 06431
- -------------------------------------------------------------------------
J.R. Bunt GE Vice President and
3135 Easton Turnpike Treasurer, GE.
Fairfield, CT 06431
- -------------------------------------------------------------------------
D. L. Calhoun GE Vice President -- GE
2901 East Lake Road Transportation
Erie, PA 16531 Systems, GE.
- -------------------------------------------------------------------------
W. J. Conaty GE Senior Vice President
3135 Easton Turnpike -- Human Resources,
Fairfield, CT 06431 GE.
- -------------------------------------------------------------------------
D.M. Cote GE Vice President -- GE
Appliance Park Appliances, GE.
Louisville, KY 40225
- -------------------------------------------------------------------------
L.S. Edelheit GE Senior Vice President
P. O. Box 8 -- Corporate Research
Schenectady, NY 12301 and Development, GE.
- -------------------------------------------------------------------------
D.F. Frey GE Vice President and
3003 Sumner Street Chairman and
Turnpike President, GE
Stamford, CT 06905 Investment Corp.
- -------------------------------------------------------------------------
B.W. Heineman, Jr. GE Senior Vice President,
3135 Easton Turnpike General Counsel
Fairfield, CT 06431 and Secretary, GE.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- -------- ----------
- -------------------------------------------------------------------------
<S> <C> <C>
W.J. McNerney GE Senior Vice President
Nela Park -- GE Lighting, GE.
Cleveland, OH 44122
- -------------------------------------------------------------------------
E.F. Murphy GE President and Chief
1 Newmann Way Executive Officer,
Cincinnati, OH 05242 GE Aircraft Engines, GE.
- -------------------------------------------------------------------------
R.L. Nardelli GE Power Systems President and Chief
One River Road Executive Officer,
Schenectady, NY 12345 GE Power Systems, GE.
- -------------------------------------------------------------------------
R.W. Nelson GE Vice President --
3135 Easton Turnpike Corporate Financial
Fairfield, CT 06431 Planning and Analysis,
GE.
- -------------------------------------------------------------------------
G.M. Reiner GE Senior Vice President
3135 Easton Turnpike -- Chief Information
Fairfield, CT 06431 Officer, GE.
- -------------------------------------------------------------------------
G.L. Rogers GE Senior Vice President
1 Plastics Avenue -- GE Plastics, GE.
Pittsfield, MA 01201
- -------------------------------------------------------------------------
J.W. Rogers GE Vice President -- GE
1635 Broadway Motors, GE.
Fort Wayne, IN 46801
- -------------------------------------------------------------------------
J.M. Trani GE Senior Vice President
P.O. Box 414 -- GE Medical Systems, GE.
Milwaukee, WI 53201
- -------------------------------------------------------------------------
L.G. Trotter GE Vice President -- GE
41 Woodford Avenue Electrical Distribution
Plainville, CT 06062 and Control, GE.
- -------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
Exhibit 1 Common Stock Purchase Agreement dated September 25, 1996
between GE Capital and the Company (filed herewith).
Exhibit 2 Warrant dated as of September 25, 1996, issued by the Company
to GE Capital (filed herewith).
Exhibit 3 Promissory Note dated as of September 25, 1996, made by GE
Capital in favor of the Company (filed herewith).
Exhibit 4 Joint Filing Agreement dated as of October 7, 1996 by and
among GE Capital, GECS and GE (filed herewith).
Exhibit 5 Power of Attorney executed by GE (filed herewith).
</TABLE>
<PAGE>
EXHIBIT 1
================================================================================
LASERMASTER TECHNOLOGIES, INC.
---------------------
COMMON STOCK PURCHASE AGREEMENT
---------------------
Dated September 25, 1996
Shares
of
Common Stock
($.01 Par Value)
================================================================================
-1-
<PAGE>
LASERMASTER TECHNOLOGIES, INC.
COMMON STOCK PURCHASE AGREEMENT
AGREEMENT, made and entered into as of the 25th day of September, 1996,
between LaserMaster Technologies, Inc., a Minnesota corporation (the "Company")
and General Electric Capital Corporation (the "Investor").
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and the Investor agree as follows:
1. AUTHORIZATION OF ISSUE OF SHARES. The Company has authorized (i) the
issue and sale of up to 538,720 shares of its Common Stock, $.01 par value per
share (the "Common Stock") and (ii) the issuance of Warrants to purchase up to
541,406 shares of its Common Stock to the Investor.
2. SALE AND PURCHASE PRICE.
(a) Effective on the date hereof, and subject to the terms and
conditions herein set forth, Investor shall purchase from the Company
410,256 shares (the "Shares") of Common Stock at a price of $4.875 per
share for an aggregate purchase price of $1,999,998. Simultaneous with the
purchase of the Shares, the Company shall issue to the Investor a Warrant
in the form of the attached Exhibit A (the "Warrants") dated as of the date
hereof, and without any additional consideration, to purchase 471,285
shares of Common Stock at an exercise price (subject to adjustment) of
$6.79 per share.
(b) Simultaneous with execution of this Agreement (i) Investor shall
purchase the Shares by delivering its promissory note in the form of the
attached Exhibit B for $1,999,998 ("Promissory Note"), and (ii) the Company
shall issue and deliver the Shares and Warrants to the Investor.
3. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company hereby
represents and warrants to the Investor that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Minnesota, and has the requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business in all material respects as it is now being conducted and
as it currently proposes to conduct it in the future. The Company has the
requisite corporate power and authority to issue the Shares, the Warrants and
the Warrant Shares and to otherwise perform its obligations under this
Agreement.
(b) The copies of the Articles of Incorporation, as amended (the
"Articles of Incorporation") and bylaws of the Company which have been delivered
to legal counsel for Investor prior to the execution of this Agreement are true
and complete copies of the duly and legally adopted Articles of Incorporation
and Bylaws of the Company in effect as of the date of this Agreement.
(c) The Company is duly qualified, licensed or domesticated as a
foreign corporation in good standing in each jurisdiction wherein the nature of
its activities or the properties owned or leased by it makes such qualification,
licensing or domestication necessary and in which failure to so qualify or be
licensed or domesticated would have a material adverse impact upon its business.
(d) The Company has delivered to Investor copies of (i) its Form 10-K
for the Year Ended June 30, 1995, which includes its audited statements of
operations, cash flows, and changes in stockholders' equity for the three years
ended June 30, 1995 and its balance sheets as of June 30, 1995 and 1994, (ii)
its quarterly reports on Form 10-Q for the quarters ended September 30, 1995,
December 31, 1995 and March 31, 1996, which contain its unaudited statements of
operations for the quarterly and year to date periods then ended and for the
prior year periods, unaudited statements of cash flow for the year to date and
prior year
-2-
<PAGE>
comparative periods, and balance sheets as of quarter end, (iii) its 1995 annual
report to shareholders, (iv) its proxy statement for its annual meeting held May
23, 1996, and (v) Company's audited financial statements for the year ended June
30, 1996.
(e) The Shares, when issued and paid for pursuant to the terms of
this Agreement, will be duly authorized, validly issued and outstanding, fully
paid, nonassessable shares and shall be free and clear of all pledges, liens,
encumbrances and restrictions, except for restrictions on transfer under
applicable securities laws. The Warrants are duly authorized, and when issued
pursuant to the terms of this Agreement will be validly granted and outstanding,
fully paid and free and clear of all pledges, liens, and encumbrances and
restrictions, except for restrictions on transfer under applicable securities
laws. The Warrant Shares have been duly authorized and reserved for issuance
and, when issued upon exercise of the Warrant, will be duly authorized, validly
issued and outstanding, fully paid, nonassessable and free and clear of all
pledges, liens, encumbrances and restrictions, except for restrictions on
transfer under applicable securities laws.
(f) The authorized capital stock of the Company consists of
35,000,000 shares, 30,000,000 of which are shares of Common Stock, $.01 par
value, and 5,000,000 of which are shares of preferred stock, undesignated as to
terms and preferences. As of September 1, 1996, 11,458,634 shares of Common
Stock were outstanding, 292,951 shares of Common Stock were reserved for
issuance upon the exercise of outstanding warrants and 3,739,379 shares of
Common Stock were reserved for issuance pursuant to the Stock Option Plans. No
shares of Preferred Stock are outstanding. Neither the offer nor the issuance or
sale of the Shares or the Warrants constitutes an event, under any anti-dilution
provisions of any securities issued or issuable by the Company or any agreements
with respect to the issuance of securities by the Company, which will either
increase the number of shares issuable pursuant to such provisions or decrease
the consideration per share to be received by the Company pursuant to such
provisions.
(g) The execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all requisite corporate action of the Company,
and no other corporate proceedings on its part are necessary to authorize the
execution, delivery or performance of this Agreement. This Agreement has been
duly executed and delivered by the Company and constitutes the valid and binding
obligation of the Company, enforceable in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors' rights or by general principles of equity.
(h) The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company of the transactions contemplated
hereby do not conflict with or result in any breach of any of the provisions of,
constitute a default under, result in a violation of, result in the creation of
a right of termination or acceleration or any lien, security interest, charge or
encumbrance upon any assets of the Company, or require any authorization,
consent, approval, exemption or other action by or notice to any court or other
governmental body, under the provisions of the Articles of Incorporation or
Bylaws of the Company or any indenture, mortgage, lease, loan agreement or other
agreement or instrument by which the Company is bound or affected, or any law,
statute, rule or regulation or order, judgment or decree to which the Company is
subject.
(i) The Company is not required to submit any notice, report or other
filing with any governmental authority in connection with the execution or
delivery by it of this Agreement or, except as contemplated herein, the
consummation of the transactions contemplated hereby. No consent, approval or
authorization of any governmental or regulatory authority or any other party or
person is required to be obtained by the Company in connection with its
execution, delivery and performance of this Agreement or the transactions
contemplated hereby.
(j) No person, firm or corporation has or will have, as a result of
any act or omission by the Company, any right, interest or valid claim against
any Investor or the Company for any commission, fee or other compensation as a
finder or broker, or in any similar capacity, in connection with the
transactions
-3-
<PAGE>
contemplated by this Agreement.
4. REPRESENTATIONS AND WARRANTIES BY THE INVESTOR. The Investor
represents and warrants to the Company that:
(a) It is purchasing the Shares for investment for its own account
and not with the view to, or for resale in connection with, any distribution of
the Shares in violation of any applicable securities law. The Investor
understands that the Shares have not been registered under the Securities Act or
any state securities laws by reason of their contemplated issuance in
transactions exempt from the registration and prospectus delivery requirements
of the Securities Act pursuant to Section 4(2) thereof and that the reliance of
the Company and others upon this exemption is predicated in part upon this
representation by the Investor. The Investor further understands that the Shares
may not be transferred or resold without (i) registration under the Securities
Act and any applicable state securities laws, or (ii) an exemption from the
requirements of the Securities Act and applicable state securities laws.
(b) The Investor is an "accredited investor" for purposes of
Regulation D promulgated under the Securities Act and, either alone or with such
Investor's representative, has such knowledge and experience in financial and
business matters that such Investor is capable of evaluating the merits and
risks of the investment in the Shares and Warrants and bear the economic
consequences thereof. The Investor has relied upon such Investors' own
independent investigation and, to the extent believed appropriate, the
Investor's own professional, tax and other advisors, and has not relied upon any
representation or warranty from the Company, or any of their respective
officers, directors, employees agents, affiliates or representatives, with
respect to the value of the Shares. The Investor has evaluated the merits and
risks of an investment in the Shares and has determined that such shares are a
suitable investment for the Investor in light of such Investor's overall
financial condition and prospects. The Investor has been advised, and is aware,
that the market prices of shares of stock of publicly traded companies fluctuate
and that there can be no assurance as to the future performance of any given
securities, including the Shares. The Investor has been furnished with all
publicly available information about the Company's assets, operations, and
business activities which the Investor has requested and which the Investor
considers necessary or relevant to enable the Investor to make a prudent
decision about the purchase of the Shares and Warrants.
(c) The execution, delivery and performance of this Agreement by the
Investor and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all requisite corporate action of the Investor,
and no other corporate proceedings on its part are necessary to authorize the
execution, delivery or performance of this Agreement. This Agreement has been
duly executed and delivered by the Investor and constitutes the valid and
binding obligation of such Investor, enforceable in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors' rights or by general principles of equity.
(d) The execution, delivery and performance of this Agreement by the
Investor and the consummation by such Investor of the transactions contemplated
hereby do not conflict with or result in any breach of any of the provisions of,
constitute a default under, result in a violation of, result in the creation of
a right of termination or acceleration or any lien, security interest, charge or
encumbrance upon any assets of either Investor, or require any authorization,
consent, approval, exemption or other action by or notice to any court or other
governmental body, under the provisions of the Articles of Incorporation or
Bylaws of such Investor or any indenture, mortgage, lease, loan agreement or
other agreement or instrument by which such Investor is bound or affected, or
any law, statute, rule or regulation or order, judgment or decree to which such
Investor is subject.
(e) The Investor is not required to submit any notice (other than
reports under Section 16(a) or 13D of the Securities Act of 1934), report or
other filing with any governmental authority in connection with the execution or
delivery by it of this Agreement or the consummation of the transactions
contemplated hereby. No consent, approval or authorization of any governmental
or regulatory authority or any other
-4-
<PAGE>
party or person is required to be obtained by the Investor in connection with
its execution, delivery and performance of this Agreement or the transactions
contemplated hereby.
(f) No person, firm or corporation has or will have, as a result of
any act or omission by the Investor, any right, interest or valid claim against
the Company for any commission, fee or other compensation as a finder or broker,
or in any similar capacity, in connection with the transactions contemplated by
this Agreement.
5. COVENANTS OF THE COMPANY. So long as the Warrants shall remain
outstanding and are not fully exercised, the Company covenants and agrees as
follows:
(a) The Company will maintain its corporate existence in good
standing and comply with all applicable laws and regulations of the United
States or of any state or political subdivision thereof and of any government
authority where failure to so comply would have a material adverse impact on the
Company or its business or operations.
(b) The Company will keep books of record and account in which full,
true and correct entries are made of all of its dealings, business and affairs,
in accordance with GAAP consistently applied. The Company will employ certified
public accountants of recognized national standing selected by the Board of
Directors of the Company who are "independent" within the meaning of the
accounting regulations of the Commission. The Company will have annual audits
made by such independent public accountants in the course of which such
accountants shall make such examinations, in accordance with generally accepted
auditing standards, as will enable them to give such reports or opinions with
respect to the financial statements of the Company as will satisfy the
requirements of the Commission in effect at such time with respect to reports or
opinions of accountants (except with regard to the Commission's requirements for
accounting for preferred shares as debt rather than equity).
(c) The Company will deliver to the Investor promptly upon
transmission thereof, copies of all reports, notices, financial statements,
proxy statements, registration statements and notifications filed by it with the
Commission pursuant to any act administered by the Commission or furnished to
shareholders of the Company or to any national securities exchange, except
reports on Form D filed pursuant to Rule 503 under the Securities Act and
registration statements relating to employee benefit plans.
(d) The Company shall use its best efforts to cause its shares to
continue to be quoted on the Nasdaq National Market, or listed on a national
securities exchange.
(e) The Company will not repay, or allow its subsidiary LaserMaster
Corporation to repay, the indebtedness represented by that certain Promissory
Note to TimeMasters, Inc., a Minnesota corporation ("TimeMasters") dated January
17, 1996 (the "January Note") in original principal amount of $1,765,000 until
payment in full of that certain promissory note from TimeMasters to the Company
dated September 15, 1996 in $1,800,000 original principal amount (the
"TimeMasters Note") and that certain promissory note dated September 15, 1996
from Grandchildren's Realty Alternative Management Program I Limited Partnership
and Grandchildren's Realty Alternative Management Program I #2 Limited
Partnership, Minnesota limited partnerships for which TimeMasters serves as
general partner (together, "GRAMPI") to Company in original principal amount of
$2,200,000 (the "Mortgage Note" and together with the TimeMasters Note, the
"TimeMasters Promissory Notes"), except that the Company may, with the agreement
of or at the direction of TimeMasters, offset the obligation under the January
Note against the TimeMasters Note. Investor shall be deemed to be a third party
beneficiary of this subsection (e).
(f) The Company will, upon the occurrence of an event of default under
the Mortgage Note or that certain Mortgage and Security Agreement and Fixture
Financing Agreement dated September 15, 1996 securing the Mortgage Note (the
"Mortgage"), diligently exercise its remedies under the Mortgage in a
commercially reasonable manner, including, in the event the mortgagor is not
actively proceeding with the sale of the property subject to the Mortgage,
commencing foreclosure thereof, and will, in any event, commence foreclosure
proceedings within 60 days after any notice of such event of default unless
Investor, together with Sihl-Zurich Paper Mill on Sihl AG , a Swiss corporation
("Sihl"), otherwise agree in writing that such remedy shall be further delayed.
The Company acknowledges that the agreement of Investor
-5-
<PAGE>
hereunder, and the timing of the second installment of the Promissory Note, is
conditional on the payment of the TimeMasters Promissory Notes.
6. REGISTRATION.
(a) Definitions. As used in this Section 6, the following terms have
the following meanings:
(i) "Forms S-1, SB-1, S-2, SB-2 and S-3" shall mean the forms
so designated, promulgated by the Commission for registration of securities
under the Securities Act, and any forms succeeding to the functions of such
forms, whether or not bearing the same designation.
(ii) "Holder" shall mean Investor and any holder of Registrable
Stock to whom the registration rights granted hereunder have been
transferred in accordance with Section 6(j), provided that anyone who
acquires any Registrable Stock in a distribution pursuant to a registration
statement filed by the Company under the Securities Act shall not thereby
be deemed to be a "Holder."
(iii) "Register", "registered" and "registration" shall refer to
a registration effected by filing a registration statement in compliance
with the Securities Act and the declaration or ordering by the Commission
of effectiveness of such registration statement.
(iv) "Registrable Stock" shall mean the Shares, all shares of
Common Stock issued or issuable upon exercise of the Warrants, and in each
case held by a Holder, all shares of Common Stock issued by the Company in
respect of such shares.
(v) "Registration Rights Period" shall mean the period of time
commencing on the date of this Agreement and ending on the latter to occur
of (A) two years after the earlier to occur of the full exercise, or the
termination, of the Warrants, or (B) in the event that the Warrants are
exercised within the first six years of their term after a notice of, but
prior to a record date for, a dividend pursuant to section 3(f) of such
Warrants, four years after such exercise.
(b) Required Registration.
(i) If at any time during the Registration Rights Period a
Holder proposes to dispose of the then Registrable Stock (the "Initiating
Holders"), and such disposition may not, in the opinion of such Initiating
Holders, be effected in the public marketplace (as opposed to a private
transaction under the Securities Act) at equally favorable net terms to the
Initiating Holders without registration of such shares under the Securities
Act, the Initiating Holders may request the Company in writing to effect
such registration, stating the number of shares of Registrable Stock to be
disposed of by such Initiating Holders and the intended method of
disposition. Upon receipt of such request, the Company will give prompt
written notice thereof to all other Holders, whereupon such other Holders
shall give written notice to the Company within 20 days after the date of
the Company's notice (the "Notice Period") if they propose to dispose of
any shares of Registrable Stock pursuant to such registration, stating the
number of shares of Registrable Stock to be disposed of by such Holder(s)
and the intended method of disposition.
(ii) The Company will use its best efforts to effect promptly
after the Notice Period the registration under the Securities Act of all
shares of Registrable Stock specified in the requests of the Initiating
Holders, and the requests of the other Holders, subject, however, to the
limitations set forth in Section 6(d).
(c) Registration Procedures. Whenever the Company is required by the
provisions of Section 6(b) to use its best efforts to effect promptly the
registration of shares of Registrable Stock, the Company will:
(i) prepare and file with the Commission a registration
statement with respect to such shares and use its best efforts to cause
such registration statement to become and remain
-6-
<PAGE>
effective as provided herein;
(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and current and to comply with the provisions of the
Securities Act with respect to the disposition of all shares covered by
such registration statement, including such amendments and supplements as
may be necessary to reflect the intended method of disposition from time to
time of the prospective seller or sellers of such shares, but for no longer
than ninety (90) days subsequent to the effective date of such
registration in the case of a registration statement on Form S-1, SB-1, SB-
2 or S-2 and for no longer than one hundred fifty (150) days in the case of
a registration statement on Form S-3;
(iii) furnish to each prospective seller such number of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents, as such
seller may reasonably request in order to facilitate the public sale or
other disposition of the shares owned by such seller;
(iv) use its best efforts to register or qualify the shares
covered by such registration statement under such other securities or blue
sky or other applicable laws of such jurisdictions within the United States
as each prospective seller shall reasonably request, to enable such seller
to consummate the public sale or other disposition in such jurisdictions of
the shares owned by such seller; provided, however, that in no event shall
the Company be obligated to qualify to do business in any jurisdiction
where it is not at the time so qualified; and
(v) if such registration includes an underwritten public
offering, cooperate with the Holders in the preparation and execution of an
underwriting agreement containing customary representations and warranties
on the part of the Company and furnish at the closing provided for in the
underwriting agreement: (i) opinions, dated such respective dates, of the
counsel representing the Company for the purposes of such registration,
addressed to the underwriters, covering such matters as such underwriters
and holder or holders may reasonably request; and (ii) letters, dated such
respective dates, from the independent certified public accountants of the
Company, addressed to the underwriters, covering such matters as such
underwriters and holder or holders may reasonably request.
(d) Limitations on Required Registrations.
(i) Investor (considered together with any Holder that acquires
Registrable Stock therefrom and registration rights pursuant to Section
6(j)) shall have the right to require the Company to effect no more than
five registrations pursuant to Section 6(j)).
(ii) The Company shall not be required to effect a registration
pursuant to Section 6(b) more frequently than once every six months.
(iii) Whenever a requested registration is for an underwritten
offering, only shares which are to be included in the underwriting may be
included in the registration. Notwithstanding the provisions of Sections
6(b), if the underwriter determines that (A) marketing factors require a
limitation of the total number of shares to be underwritten, or (B) the
offering price per share would be reduced by the inclusion of the shares of
the Company, then the number of shares to be included in the registration
and underwriting shall first be allocated among all Holders who indicated
to the Company their decision to distribute any of their Registrable Stock
through such underwriting, in proportion, as nearly as practicable, to the
respective numbers of shares of Registrable Stock owned by such Holders at
the time of filing the registration statement, and the remainder, if any,
to the Company. No stock excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration.
If the Company disapproves of any such underwriting, the Company may elect
to withdraw therefrom by written notice to the Initiating Holders and the
underwriter. The securities so withdrawn from such underwriting shall also
be withdrawn from such registration.
-7-
<PAGE>
(iv) If at the time of any request to register Registrable Stock
pursuant to Section 6(b), the Company is engaged, or has fixed plans to
engage within 90 days of the time of the request, in a registered public
offering as to which the Holders may include such Stock pursuant to Section
6(e) or is engaged in any other activity which, in the good faith
determination of the Company's Board of Directors, would be adversely
affected by the requested registration to the material detriment of the
Company, then the Company may at its option direct that such request be
delayed for a period not in excess of 90 days from the effective date of
such offering, or the date of commencement of such other material activity,
as the case may be, such right to delay a request to be exercised by the
Company not more than once with respect to any request for registration.
(e) Incidental Registration. If at any time during the Registration
Rights Period the Company proposes to register any of its securities under the
Securities Act (other than a registration effected solely to implement an
employee benefit plan or a transaction to which Rule 145 of the Commission is
applicable), it will at each such time give written notice to all Holders of its
intention so to do. Upon the written request of a Holder or Holders (stating
the number of shares of Registrable Stock to be disposed of by such Holder or
Holders and the intended method of disposition) given within 30 days after
receipt of any such notice, the Company will use its best efforts to cause all
such shares of Registrable Stock intended to be disposed of, the Holders of
which shall have requested registration thereof, to be included in such
registration, subject, however, to the following limitations:
(i) If any registration pursuant to Section 6(e) shall be
underwritten in whole or in part, the Company may require that the
Registrable Stock requested for inclusion pursuant to this Section be
included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters.
(ii) If in the good faith judgment of the managing underwriter
of such public offering the inclusion of all of the Registrable Stock
requested for inclusion pursuant to Section 6(e), together with all
additional shares of all other shareholders that have requested inclusion
of their shares pursuant to incidental registration rights granted by the
Company prior to the date hereof (the Registrable Stock and all of the
other shares requested for inclusion, other than shares of Common Stock
issued or issuable upon conversion of that certain Promissory Note dated
January 17, 1996 between TimeMasters and the Company or pursuant to
exercise of that certain Stock Purchase Warrant dated January 17, 1996
between TimeMasters and the Company, being herein together referred to as
the "Selling Shareholders' Shares") would reduce the number of shares to be
offered by the Company or interfere with the successful marketing of the
shares of stock offered by the Company, the number of Selling Shareholders'
Shares otherwise to be included in the underwritten public offering may be
reduced pro rata among all holders of Selling Shareholders' Shares (based
upon the number of shares requested to be included by each such holder) .
(iii) If, in connection with a registration initiated at the
request of any security holder of the Company pursuant to a demand
registration right granted to such security holder (the "Requesting
Security Holder"), the Selling Shareholders' Shares would reduce the number
of shares to be offered by the Requesting Shareholder or interfere with the
successful marketing of the shares of stock offered by the Requesting
Shareholder, the number of Selling Shareholders' Shares otherwise to be
included in the underwritten public offering may be reduced pro rata among
the holders thereof requesting such registration (based upon the number of
shares requested to be included by each such holder).
(iv) Those Selling Shareholders' Shares which are excluded from
the underwritten public offering pursuant to this Section 6(e) shall be
withheld from the market by the holders thereof for a period, not to exceed
90 days, which the managing underwriter reasonably determines is necessary
in order to effect the underwritten public offering.
(f) Rule 144. The registration rights granted under Section 6 shall
terminate as to any Holder or permissible transferees or assignees of such
rights if such person would be permitted to sell all of
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<PAGE>
the Registrable Stock held by him or it within one three-month period pursuant
to Rule 144.
(g) Cooperation by Prospective Sellers.
(i) Each prospective seller of Registrable Stock, and each
underwriter designated by each such seller, will furnish to the Company
such information as the Company may reasonably require from such seller or
underwriter in connection with the registration statement (and the
prospectus included therein).
(ii) The Holders holding shares included in the registration
statement will suspend (until further notice) further sales of such shares
after receipt of telegraphic or written notice from the Company to suspend
sales to permit the Company to correct or update a registration statement
or prospectus or, if the Company reasonably determines that correcting or
updating the registration statement or prospectus would require disclosure
of material information which the Company has a bona fide business purpose
for preserving as confidential, during the time that such suspension is
necessary so that the registration statement and prospectus will meet the
requirements of the Securities Act. At the end of the period during which
the Company is obligated to keep the registration statement current and
effective as described in Section 6(b)(i)(and any extensions thereof
required by the preceding sentence), the Holders holding shares included in
the registration statement shall discontinue sales of shares pursuant to
such registration statement upon receipt of notice from the Company of its
intention to remove from registration the shares covered by such
registration statement which remain unsold, and such Holders shall (after
written request for such notice, describing the information required in the
response) notify the Company of the number of shares registered which
remain unsold promptly upon receipt of such notice from the Company.
(h) Expenses of Registration. All expenses incurred in effecting any
registration pursuant to this Section 6, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company and expenses of any audits incidental to or required by
any such registration, shall be borne by the Company, except (a) that all
underwriting discounts and commissions shall be borne by the Holders holding the
securities registered pursuant to such registration, pro-rata according to the
quantity of their securities so registered; and (b) the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant
to Section 6(b) if the registration request is subsequently withdrawn at the
request of the Initiating Holder, and not at the request of the Company or
because of any other action by the Company, unless the Initiating Holder agrees
to forfeit its right to one demand registration pursuant to Section 6(b) (in
which case the Company shall bear such expenses).
(i) Indemnification.
(i) To the extent permitted by law, the Company will indemnify
each Holder requesting or joining in a registration, each agent, officer
and director of such Holder, each person controlling such Holder, and each
underwriter and selling broker of the securities so registered
(collectively, "Representatives" and collectively with each such Holder,
agent, officer, director or person, "Indemnitees") against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out
of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus, offering circular or other
document incident to any registration, qualification or compliance (or in
any related registration statement, notification or the like) or any
omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances in which they were made, or
any violation by the Company of any rule or regulation promulgated under
the Securities Act applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each such Indemnitee for
any legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or
action, provided, however, that (A) the Company will not be liable to any
Indemnitee in any such case to the extent that any such claim, loss, damage
or liability is caused by any untrue statement or omission so made in
strict conformity with written information furnished to the Company by an
instrument duly executed by
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<PAGE>
such Indemnitee and stated to be specifically for use therein; (B) the
foregoing indemnity agreement is subject to the condition that, insofar as
it relates to any such untrue statement (or alleged untrue statement) or
omission (or alleged omission) made in the preliminary prospectus but
eliminated or remedied in the amended prospectus on file with the
Commission at the time the registration statement becomes effective or in
the amended prospectus filed with the Commission pursuant to Rule 424(b)
(the "Final Prospectus"), such indemnity agreement shall not inure to the
benefit of any Representative, if a copy of the Final Prospectus was not
furnished to the person or entity asserting the loss, liability, claim or
damage at or prior to the time such furnishing is required by the
Securities Act; (C) this indemnity shall not be deemed to relieve any
underwriter of any of its due diligence obligations; (D) the indemnity
agreement contained in this subsection 6(i) shall not apply to amounts paid
in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Company, which consent
shall not be unreasonably withheld; and (E) the foregoing shall not relieve
the Company from liability for indemnity to an officer or director that
furnishes information to the Company in his capacity as an officer or
director.
(ii) To the extent permitted by law, each Holder requesting or
joining in a registration and each underwriter of the securities so
registered will indemnify the Company and its officers and directors and
each person, if any, who controls any thereof within the meaning of Section
15 of the Securities Act and their respective successors against all
claims, losses, damages and liabilities or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus, offering
circular or other document incident to any registration, qualification or
compliance (or in any related registration statement, notification or the
like) or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances in which they were
made; and will reimburse the Company and each other person indemnified
pursuant to this paragraph (ii) for all legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, provided, however, that (A) this
paragraph (ii) shall apply only if (and only to the extent that) such
statement or omission was made in reliance upon and in strict conformity
with written information (including, without limitation, written negative
responses to inquiries) furnished to the Company by an instrument duly
executed by such Holder or underwriter and stated to be specifically for
use in such prospectus, offering circular or other document (or related
registration statement, notification or the like) or any amendment or
supplement thereto; (B) the foregoing indemnity agreement is subject to the
condition that, insofar as it relates to any such untrue statement (or
alleged untrue statement) or omission (or alleged omission) made in the
preliminary prospectus but eliminated or remedied in the amended prospectus
on file with the Commission at the time the registration statement becomes
effective or in the Final Prospectus, such indemnity agreement shall not
inure to the benefit of any Representative, if a copy of the Final
Prospectus was not furnished to the person or entity asserting the loss,
liability, claim or damage at or prior to the time such furnishing is
required by the Securities Act; (C) this indemnity shall not be deemed to
relieve any underwriter of any of its due diligence obligations; (D) the
indemnity agreement contained in this subsection 6(i)(ii) shall not apply
to amounts paid in settlement of any such claim, loss, damage, liability or
action if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld; (E) the obligations of
such Holders shall be limited to an amount equal to the proceeds to each
such Holder of the Registrable Stock sold as contemplated herein, unless
such claim, loss, damage, liability or action resulted from such Holder's
fraudulent misconduct; and (F) the foregoing shall not create any right to
indemnity from an officer or director that furnishes information to the
Company in his capacity as an officer or director.
(iii) Each party entitled to indemnification hereunder (the
"indemnified party") shall give notice to the party required to provide
indemnification (the "indemnifying party") promptly after such indemnified
party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the indemnifying party (at its expense) to assume
the defense of any claim or any litigation resulting therefrom, provided
that counsel for the indemnifying party, who shall conduct the defense of
such claim or litigation, shall be satisfactory to the indemnified party,
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<PAGE>
and the indemnified party may participate in such defense at such party's
expense, and provided, further, the omission by any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of
its obligations under this Section 6(i), except to the extent that the
omission results in a failure of actual notice to the indemnifying party
and such indemnifying party is damaged solely as a result of the failure to
give notice. No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified party,
consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation.
(iv) The Company agrees that the failure of the Company or any
Holder of Registrable Stock to negotiate an underwriting agreement that
excludes from the Company's obligation to indemnify Representatives the
matters set forth in section 6(i)(i)(A) or (B) shall not relieve the
Company of its obligation to proceed with such registration on the terms
proposed by such Representative.
(j) Transfer of Registration Rights. One or more of the five demand
registration rights granted to the Investor under Section 6(b) may be
transferred but only to a transferee who shall acquire not less than 100,000
shares of Registrable Stock (as adjusted for Recapitalization Events) and the
registration rights under Section 6(e) may not be transferred separate from the
registration rights under section 6(b). Any request for transfer of the
Registrable Stock to which a transfer of registration rights pursuant to this
Section 6(j) is intended to apply shall be accompanied by notice to the Company
of the number of demand registration rights which the transferring party intends
that the transferee acquire. Notwithstanding any provision of this Section 6,
the registration rights granted to the Holders under this Section 6 may not be
assigned to any person or entity which, in the Company's reasonable judgment, is
a competitor of the Company.
(k) Delay of Registration. The Holders shall have no right to take
any action to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Section 6.
7. RESTRICTION ON TRANSFER OF SHARES.
(a) Restrictions. The Shares, the Warrant and the Warrant Shares are
only transferable pursuant to (a) an offering registered under the Securities
Act, (b) Rule 144 or Rule 144A or other exemption under the Securities Act (or
any similar rule then in effect) if such rules are or become available, or (c)
and, with respect to the Warrant, the terms of the Warrant, any other legally
available means of transfer.
(b) Legend. Each certificate representing Shares or Warrant Shares
shall be endorsed with the following legends:
"The shares represented by this certificate may not be transferred
without (i) the opinion of counsel reasonably satisfactory to this
corporation that such transfer may lawfully be made without
registration under the Securities Act of 1933, as amended, and all
applicable state securities laws or (ii) such registration."
8. MISCELLANEOUS.
(a) Waivers Amendments and Approvals. No amendment or waiver of any
provision of this Agreement, shall in any event be effective against an Investor
unless the same shall be in writing and signed by such Investor and the Company,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
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<PAGE>
(b) Changes, Waiver, Etc. Neither this Agreement nor any provision
hereof may be changed, waived, discharged or terminated orally, but only by a
statement in writing.
(c) Notices. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered if personally
delivered, the next business day if sent by overnight courier or when receipt is
acknowledged if mailed by first class mail, return receipt requested or if sent
by facsimile, telecopy or other electronic transmission device. Notices,
demands and communications will, unless another address is specified in writing,
be sent to the address indicated below:
Notices to the Company: with a copy to:
- ----------------------- ---------------
LaserMaster Technologies, Inc. Dorsey & Whitney LLP
7090 Shady Oak Road 220 South Sixth Street
Eden Prairie, Minnesota 55344 Minneapolis, Minnesota 55402
Attention: General Counsel Attention: Thomas O. Martin, Esq.
Telecopy: (612) 941-8687 Telecopy: (612) 340-8738
Notices to Investor: with a copy to:
- -------------------- ---------------
General Electric Capital Corporation Winston & Strawn
105 West Madison Street 35 West Wacker Drive
Suite 1600 Chicago, Illinois 60601-9703
Chicago, Illinois 60602 Attention: David G. Crumbaugh, Esq.
Attention: John Hatherly Telecopy: (312) 588-5700
Telecopy: (312) 419-5992
(d) Remedies. The parties agree that, in addition to, but not to the
exclusion of any other available remedy, Investor shall have the right to
enforce the provisions of sections 5(e) and 5(f) by applying for and obtaining
specific performance or temporary and permanent restraining orders or
injunctions from a court of competent jurisdiction.
(e) Survival of Representations and Warranties, Etc. All
representations and warranties contained herein shall survive the execution and
delivery of this Agreement, any investigation at any time made by Investor or on
their behalf, and the sale and purchase of the Shares and payment therefor. All
statements contained in any certificate, instrument or other writing delivered
by or on behalf of the Company pursuant to this Agreement (other than legal
opinions) or in connection with or in contemplation of the transactions herein
contemplated shall constitute representations and warranties by the Company
hereunder.
(f) Headings. The headings of the Sections of this Agreement have
been inserted for convenience of reference only and do not constitute a part of
this Agreement.
(g) Choice of Law. The laws of Minnesota shall govern the validity
of this Agreement, the construction of its terms and the interpretation of the
rights and duties of the parties hereunder.
(h) Counterparts. This Agreement may be executed concurrently in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(i) Confidentiality. Investor agrees that the confidentiality
letter dated November 22, 1995 between Investor and LaserMaster Corporation, a
subsidiary of the Company ("LMC"), shall apply to all information provided by
the Company to the Investor hereunder as if the Company, rather than LMC, was a
party thereto and that Investor shall keep all such information provided to
Investor hereunder or pursuant hereto confidential to the same extent such
confidentiality letter requires Investor to keep information obtained from LMC
confidential.
(j) Entire Agreement. This Agreement and exhibits and schedules
referenced herein contain the entire agreement between the parties with respect
to the transactions contemplated hereby and
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<PAGE>
thereby, and supersede all negotiations, agreements, representations,
warranties, commitments, whether in writing or oral, prior to the date hereof.
(k) Successors and Assigns. All of the terms of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, provided, however, that, except as
otherwise provided herein, Investor's rights and obligations under this
Agreement may only be assigned to any entity under common control of Investor.
(l) Severability. In the event any provision of this Agreement or
the application of any such provision to any party shall be held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of this
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
LASERMASTER TECHNOLOGIES, INC.
By /s/Robert Wenzel
------------------------------
Name: Robert Wenzel
Title: Chief Operating Officer
GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ Glenn P. Bartley
--------------------------------
Its duly-authorized signatory
---------------------------------
<PAGE>
EXHIBIT 2
THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITY OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THIS SECURITY
(CONCURRED IN BY COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT, PLEDGE OR DISTRIBUTION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND ALL
APPLICABLE STATE SECURITIES LAWS.
WARRANT
TO PURCHASE
SHARES OF COMMON STOCK
OF
LASERMASTER TECHNOLOGIES, INC.
For value received, General Electric Capital Corporation, or its
successors or assigns ("Investor"), is entitled to subscribe for and purchase
from LaserMaster Technologies, Inc., a Minnesota corporation (the "Company"), up
to Four Hundred and Seventy One Thousand, Two Hundred Eighty Five (471,285)
fully paid and nonassessable shares of the Company's common stock, $.01 par
value per share (the "Common Stock"), or such greater or lesser number of such
shares as may be determined by application of the anti-dilution provisions of
this Warrant, at the price of Six dollars and Ninety Four and Nine Tenths Cents
($6.79) per share (as the same may be adjusted as herein provided, "the Warrant
Exercise Price"), all subject to the adjustments noted below.
This Warrant may be exercised by Investor at any time or from time to
time on or prior to September 25, 2004.
This Warrant is subject to the following provisions, terms and
conditions:
1. (a) The rights represented by this Warrant may be exercised by
the holder hereof, in whole or in part, by written notice of exercise delivered
to the Company at least twenty (20) days prior to the intended date of exercise
(except as provided in Section 3(f) with respect to exercise after notice of a
dividend) and by the surrender of this Warrant (properly endorsed, if required)
at the principal office of the Company and (i) upon payment to it by cash,
certified check or bank draft of the purchase price for such shares, (ii) by
set-off against indebtedness for money borrowed by the Company from the Investor
(so long as the original Investor noted above is the sole holder of this
Warrant) or (iii) pursuant to the conversion right set forth in section 1(b).
The shares so purchased shall be deemed to be
<PAGE>
issued as of the close of business on the date on which this Warrant has been
exercised. Certificates for the shares of stock so purchased, bearing the
restrictive legend set forth at the beginning of this Warrant, shall be
delivered to the holder within fifteen (15) days after the rights represented by
this Warrant shall have been so exercised, and, unless this Warrant has expired,
a new warrant representing the number of shares, if any, with respect to which
this Warrant has not been exercised shall also be delivered to the holder hereof
within such time. No fractional shares shall be issued upon the exercise of
this Warrant.
(b) In lieu of payment of the purchase price in cash, the rights
represented by this Warrant may also be exercised, in whole or in part, by
written notice of exercise specifying that the Investor wishes to convert any or
all of this Warrant into that number of shares of Common Stock as shall be equal
to the quotient obtained by dividing (i) the aggregate value of the shares to be
received upon conversion of the Warrant (determined by subtracting the aggregate
Warrant Exercise Price for the shares to be converted from the aggregate fair
market value of such shares) by (ii) the fair market value of one share of
Common Stock. For purposes of this Section 1(b), the fair market value of a
share of Common Stock shall be determined as follows:
(i) If the Company's Common Stock is traded on a national
securities exchange, then the fair market value of a share of Common Stock shall
equal the closing price of the Common Stock on such exchange on the date of the
conversion of the Warrant;
(ii) If the Company's Common Stock is quoted on Nasdaq National
or Small Cap. Market, then the fair market value of a share of Common Stock
shall equal the average of the closing representative bid and asked prices of
the Common Stock as reported on Nasdaq on the date of the conversion of the
Warrant; or
(iii) If the Company's Common Stock is not publicly traded, then
the fair market value of a share of Common Stock shall equal the purchase price
per share for the most recent sale of at least $100,000 of the Company's equity
securities.
2. The Company covenants and agrees that all shares that may be
issued upon the exercise of the rights represented by this Warrant shall, upon
issuance, be duly authorized and issued, fully paid and nonassessable shares.
The Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized, and reserved for the purpose of issue or transfer upon
exercise of the subscription rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
3. The Warrant Exercise Price shall be subject to adjustment from
time to time as hereinafter provided in this
<PAGE>
section 3.
(a) If the Company at any time divides the outstanding shares of its
Common Stock into a greater number of shares (whether pursuant to a stock split,
stock dividend or otherwise), and conversely, if the outstanding shares of its
Common Stock are combined into a smaller number of shares, the Warrant Exercise
Price in effect immediately prior to such division or combination shall be
proportionately adjusted to reflect the reduction or increase in the value of
each such common share.
(b) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the holder of
this Warrant shall have the right to purchase and receive upon the basis and
upon the terms and conditions specified in this Warrant and in lieu of the
shares of the Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby, such shares
of stock, other securities or assets as would have been issued or delivered to
the holder of this Warrant if it had exercised this Warrant and had received
such shares of Common Stock prior to such reorganization, reclassification,
consolidation, merger or sale. The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument executed and mailed to the registered holder of this
Warrant at the last address of such holder appearing on the books of the
Company, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase.
(c) If the Company takes any other action, or if any other event
occurs, which does not come within the scope of the provisions of section 3(a)
or 3(b), but which should result in an adjustment in the Warrant Exercise Price
and/or the number of shares subject to this Warrant in order to fairly protect
the purchase rights of the holder of this Warrant, an appropriate adjustment in
such purchase rights shall be made by the Company.
(d) Upon each adjustment of the Warrant Exercise Price, the holder of
this Warrant shall thereafter be entitled to purchase, at the Warrant Exercise
Price resulting from such adjustment, the number of shares obtained by
multiplying the Warrant Exercise Price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto immediately prior
to such adjustment and dividing the product
<PAGE>
thereof by the Warrant Exercise Price resulting from such adjustment.
(e) Upon any adjustment of the Warrant Exercise Price, the Company
shall give written notice thereof, by first class mail, postage prepaid,
addressed to the registered holder of this Warrant at the address of such holder
as shown on the books of the Company, which notice shall state the Warrant
Exercise Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
(f) The Company shall give the Investor written notice, by first
class mail, of its intention to declare a dividend at least twenty (20) days
prior to the record date for the payment of such dividend. Notwithstanding the
notice provisions set forth in Section 1 with respect to exercise of this
Warrant, this Warrant shall be considered exercised as of such record date if
exercised at any time after such notice of a dividend and prior to such record
date.
4. This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Company.
5. The holder of this Warrant, by acceptance hereof, agrees to give
written notice to the Company before transferring this Warrant or transferring
any shares of the Company's Common Stock issuable or issued upon the exercise of
this Warrant of the holder's intention to do so, describing briefly the manner
of any proposed transfer of this Warrant or such holder's intention as to the
shares of Common Stock issuable upon the exercise hereof or the intended
disposition to be made of shares of Common Stock upon such exercise. Promptly
upon receiving such written notice, the Company shall present copies thereof to
counsel for the Company. If, in the opinion of such counsel, the proposed
transfer of this Warrant or disposition of shares may be effected without
registration or qualification (under any federal or state law) of this Warrant
or the shares of Common Stock issuable or issued upon the exercise hereof, the
Company, as promptly as practicable, shall notify such holder of such opinion,
whereupon such holder shall be entitled to transfer this Warrant, or to exercise
this Warrant in accordance with its terms and dispose of the shares received
upon such exercise or to dispose of shares of Common Stock received upon the
previous exercise of this Warrant, all in accordance with the terms of the
notice delivered by such holder to the Company, provided that an appropriate
legend in substantially the form set forth at the end of this Warrant respecting
the foregoing restrictions on transfer and disposition may be endorsed on this
Warrant or the certificates for such shares.
6. Subject to the provisions of section 5, this Warrant and all
rights hereunder are transferable, in whole or in part, at the principal office
of the Company by the holder hereof in person
<PAGE>
or by duly authorized attorney, upon surrender of this Warrant properly endorsed
to any person or entity who represents in writing that such person or entity is
acquiring the Warrant for investment and without any view to the sale or other
distribution thereof. Each holder of this Warrant, by taking or holding the
same, consents and agrees that the bearer of this Warrant, when endorsed, may be
treated by the Company and all other persons dealing with this Warrant as the
absolute owner hereof for any purpose and as the person entitled to exercise the
rights represented by this Warrant, or to the transfer hereof on the books of
the Company, any notice to the contrary notwithstanding; but until such transfer
on such books, the Company may treat the registered owner hereof as the owner
for all purposes.
7. Investor shall be entitled, with respect to the shares of Common
Stock issued upon exercise of this Warrant, to the registration rights set forth
in section 6 of the common stock purchase agreement, dated September 25, 1996,
between the Company and Investor, the terms of which
8. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and delivered by a duly authorized officer as of the 25th day of September,
1996.
LASERMASTER TECHNOLOGIES, INC.
By /s/ Robert Wenzel
--------------------------------------
Robert Wenzel, Chief Operating Officer
<PAGE>
EXHIBIT 3
PROMISSORY NOTE
$1,999,998 Minneapolis, Minnesota
September 25, 1996
FOR VALUE RECEIVED, General Electric Capital Corporation, a New York
corporation ("Maker") hereby promises to pay LaserMaster Technologies, Inc.
("Payee"), at 7090 Shady Oak Road, Eden Prairie, Minnesota, or such other place
as may be specified in writing by Payee, the principal sum of One Million Nine
Hundred Ninety Nine Thousand, Nine Hundred Ninety Eight Dollars ($1,999,998).
The principal amount of this promissory note shall be payable in two
installments. A first installment of Nine Hundred Ninety Nine Thousand, Nine
Hundred Ninety Nine Dollars ($999,999) of the principal amount (the "First
Installment") shall be due and payable on September 27, 1996. The second
installment of Nine Hundred Ninety Nine Thousand, Nine Hundred Ninety Nine
Dollars ($999,999) of such principal amount (the "Second Installment") shall be
due and payable on earlier of (i) the date that the promissory note of
TimeMasters, Inc. dated September 15, 1996 in $1,800,000 principal amount, and
of Grandchildren's Realty Alternative Management Program I Limited Partnership
and Grandchildren's Realty Alternative Management Program II Limited
Partnership in $2,200,000 principal amount to Payee dated September 15, 1996
(collectively, the "TimeMasters Promissory Notes"), are paid in full, or (ii)
March 31, 1997.
Maker shall have the right to prepay all or any part of this
promissory note at any time without penalty or premium.
Upon the occurrence of an event of default, Payee may, at Payee's
option, declare the unpaid principal amount of this promissory note immediately
due and payable. The following shall constitute events of default for purposes
of this promissory note:
(a) Failure by Maker to make timely payments of any installment of
principal; or
(b) There shall have been filed or commenced against Maker an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect or an action shall have been commenced to appoint
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of Maker's property or for the
winding-up or liquidation of Maker's affairs and such action or proceeding shall
not have been dismissed within sixty (60) days; or
(c) Maker shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect; or shall
consent to the entry of an order for relief in an involuntary case under any
such law; or shall consent
<PAGE>
to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or of any
substantial part of Maker's property; or shall make any general assignment for
the benefit of creditors; or shall take any action in furtherance of any of the
foregoing; or
(d) Default by Maker in the performance by Maker of any of its
material covenants or commitments under a common Stock Purchase Agreement
between Maker and Payee.
Except as set forth below, Payee shall have all available rights at
law or in equity to collect all amounts due and payable under this promissory
note. Notwithstanding the foregoing, if the TimeMasters Promissory Notes are not
paid in full prior to March 31, 1997, Maker may satisfy all of its obligations
with respect to payment of the Second Installment by tendering to the Payee for
cancellation, within five business days of a notice of default, 205,128 shares
of the Common Stock, $.01 par value, of the Payee (the "Common Stock") and
warrants (the "Warrants") to purchase 235,623 shares of Common Stock at $6.79
per share in the form issued as of the date of original issue of this Note. Upon
such tender of Common Stock and Warrants after March 31, 1997, the Second
Installment shall be considered fully paid and neither Maker, nor its assigns,
successors, transferees, nor any other person, party or entity shall be
personally liable for the payment or performance of such Second Installment of
this promissory note, and any right of Payee to sue Maker, or any other party,
for the performance of any of the agreements with respect to the Second
Installment, including any right to a deficiency judgment, shall be considered
waived.
Maker hereby waives presentment for payment, notice of dishonor,
protest and notice of protest, and in the event of default hereunder, Maker
agrees to pay all costs of collection, including reasonable attorneys' fees.
This promissory note shall be governed by the laws of the state of
Minnesota.
IN WITNESS WHEREOF, Maker has executed this promissory note as of the
date first above written.
GENERAL ELECTRIC CAPITAL CORPORATION
By:
---------------------------------
Its:
--------------------------------
<PAGE>
Exhibit 4
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and among all the undersigned that the
Schedule 13D filed on or about this date with respect to beneficial ownership of
the undersigned of shares of the Common Stock, par value $.01 per share, of
LaserMaster Technologies, Inc. is being filed on behalf of each of the
undersigned in accordance with Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934. This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Dated: October 7, 1996 GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael A. Gaudino
--------------------------------
Name: Michael A. Gaudino
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Nancy E. Barton
--------------------------------
Name: Nancy E. Barton
Title: Senior Vice President,
General Counsel and Secretary
GENERAL ELECTRIC COMPANY
By: /s/ Nancy E. Barton
--------------------------------
Name: Nancy E. Barton
Title: Attorney-in-Fact
<PAGE>
EXHIBIT 5
POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute and
appoint the persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.
Name of Attorney: Joan C. Amble
Nancy E. Barton
Jeffrey S. Werner
Michael A. Gaudino
John J. Walker
Michael E. Pralle
Paul J. Licursi
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4
and 5 or any amendments thereto required to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 on behalf of the
Corporation with regard to any securities owned by General Electric Capital
Services, Inc., General Electric Capital Corporation or any of their
subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. The Attorney shall serve without compensation for acting in
the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on March 31, 1998.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be
executed, attested and its corporate seal to be affixed pursuant to authority
granted by the Corporation's board of directors, as of the 5th day of June,
1996.
General Electric Company
(Corporate Seal) By: /s/ Philip D. Ameen
-----------------------------------
Philip D. Ameen, Vice President
Attest:
/s/ Robert E. Healing
- --------------------------------------
Robert E. Healing, Attesting Secretary
