<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)
GTI CORPORATION
(Name of issuer)
COMMON STOCK, $0.04 PAR VALUE PER SHARE
(Title of class of securities)
362360 10 9
(CUSIP number)
L Sharp, Company Secretary, Telemetrix PLC, Knaves Beech Estate, Loudwater,
High Wycombe, Buckinghamshire HP10 9QZ England
(Name, address and telephone number of person
authorized to receive notices and communications)
May 15, 1997
(Date of event which requires filing
of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the transaction 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 [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
(Continued on following pages)
(Page 1 of 19 Pages)
Exhibit Index is on page 20.
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CUSIP NO. 362360 10 9 13D PAGE 2 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 William Peter Venter
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Africa
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 (See Item 2(a))
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 (See Item 2(a))
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0 (See Item 2(a))
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 2(a))
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 362360 10 9 13D PAGE 3 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Biltron (PTY) Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Africa
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 (See Item 2(a))
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 (See Item 2(a))
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0 (See Item 2(a))
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 2(a))
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 362360 10 9 13D PAGE 4 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Ventron Corporation Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Africa
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 (See Item 2(a))
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 (See Item 2(a))
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0 (See Item 2(a))
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 2(a))
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 362360 10 9 13D PAGE 5 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Allied Electronics Corporation Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Africa
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 (See Item 2(a))
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 (See Item 2(a))
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0 (See Item 2(a))
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 2(a))
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
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CUSIP NO. 362360 10 9 13D PAGE 6 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Telemetrix PLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF, 00, BK
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England and Wales
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER 6,444,587
BENEFICIALLY 8 (Includes 8,110 shares of GTI Preferred Stock
convertible into 1,900,287 shares of GTI Common Stock
OWNED BY and 250,000 shares of GTI Common Stock issuable upon
exercise of a Warrant)
EACH
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON 0
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER 6,444,587
10 (Includes 8,110 shares of GTI Preferred Stock
convertible into 1,900,287 shares of GTI Common Stock
and 250,000 shares of GTI Common Stock issuable upon
exercise of a Warrant)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,444,587
11 (Includes 8,110 shares of GTI Preferred Stock convertible into 1,900,287
shares of GTI Common Stock and 250,000 shares of GTI Common Stock issuable
upon exercise of a Warrant)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
57.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 362360 10 9 13D PAGE 7 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Telemetrix Investments Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
000-00-00000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England and Wales
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
5,744,587 (Includes 8,110 shares of GTI Preferred
OWNED BY Stock convertible into 1,900,287 shares of GTI Common
Stock)
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 9
0
PERSON
-----------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
10
5,744,587 (Includes 8,110 shares of GTI Preferred
Stock convertible into 1,900,287 shares of GTI Common
Stock)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,744,587
(Includes 8,110 shares of GTI Preferred Stock convertible into 1,900,287
shares of GTI Common Stock)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 362360 10 9 13D PAGE 8 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Telemetrix Overseas Investments BV
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
The Netherlands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
450,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
450,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
450,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
AMENDMENT NO. 11 TO
SCHEDULE 13D
This Amendment No. 11 to Schedule 13D is being filed on behalf of Dr.
William P. Venter ("Venter"), Biltron (PTY) Limited, a South African corporation
("Biltron"), Ventron Corporation Limited, a South African corporation
("Ventron"), Allied Electronics Corporation Limited, a South African corporation
("Altron"), Telemetrix PLC, a company incorporated in England and Wales
("Telemetrix"), Telemetrix Investments Limited, a company incorporated in
England and Wales ("Investments"), and Telemetrix Overseas Investments BV, a
Dutch corporation ("Overseas") (collectively, the "Reporting Persons"), to amend
the Schedule 13D, dated February 20, 1987, as amended by Amendment No. 1, dated
June 13, 1987, Amendment No. 2, dated October 2, 1987, Amendment No. 3, filed on
or about November 14, 1988, Amendment No. 4, dated February 17, 1989, Amendment
No. 5, dated March 22, 1990, Amendment No. 6 dated September 17, 1990, Amendment
No. 6(sic) dated February 6, 1992, Amendment No. 7(sic) dated March 31, 1992,
Amendment No. 9 dated December 7, 1992 and Amendment No. 10 dated August 8, 1994
(as amended, the "Schedule 13D"), relating to shares of Common Stock, par value
$.04 per share ("GTI Common Stock"), issued by GTI Corporation, a Delaware
corporation ("GTI").
This Schedule 13D is subject to the electronic filing requirements of
the Securities and Exchange Commission. In accordance with Rule 101(a)(2)(ii)
of Regulation S-T under the Securities Exchange Act of 1934, as amended, this
Amendment restates portions of the entire text of the Schedule 13D since it is
the first electronic amendment.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the GTI Common Stock issued by GTI whose
principal executive offices are located at 9715 Business Park Avenue, San Diego,
California 92131-1642.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Telemetrix and its wholly owned
subsidiaries, Investments and Overseas. In addition, this statement is
filed by Venter, Biltron, Ventron and Altron (the "Discretionary
Beneficiaries") for the purpose of disclaiming any beneficial ownership in
the GTI Common Stock. The names of the directors and executive officers of
Biltron, Ventron, Altron, Telemetrix, Investments and Overseas are as set
forth in Exhibit 1 hereto.
Each of the Discretionary Beneficiaries expressly disclaims
beneficial ownership of the GTI Common Stock for all purposes, including
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended. None of the Discretionary Beneficiaries owns, directly or
indirectly, any shares of Telemetrix, which is the direct owner of the GTI
Common Stock. Rather, the Discretionary Beneficiaries may be deemed to have
contingent beneficial interests in one or more of several discretionary
trusts that collectively own, directly or indirectly, approximately 47.1%
of the outstanding Telemetrix ordinary shares. Aside from Venter, who is a
trustee of one such trust, which owns less than 1% of the outstanding
Telemetrix ordinary shares, and who has the power, under limited
circumstances, to remove and replace the trustees of certain other trusts,
none of the
9
<PAGE>
Discretionary Beneficiaries may be deemed to have the ability to control or
influence the voting or disposition of Telemetrix ordinary shares held by
the trusts. Relevant trust law limits Venter's ability to control or
influence the voting or disposition of Telemetrix ordinary shares held by
the trusts, including the trust of which he is a trustee. Further, English
Company Law and London Stock Exchange regulations limit Venter's ability,
as one of seven directors, to control or influence Telemetrix generally or
as to the voting or disposition of the shares of GTI Common Stock held by
Telemetrix.
(b) The address of the principal business and principal office of (i)
Venter, Ventron and Altron is 4 Sherborne Road, Parktown, Johannesburg
2001, South Africa, (ii) Biltron is corner Brakpan and Van Dyk Roads,
Boksburg East 1459, South Africa, (iii) Telemetrix and Investments is
Knaves Beech Estate, Loudwater, High Wycombe, Buckinghamshire HP10 9QZ,
England and (iv) Overseas is 3032 AC Rotterdam, Hofplein 19, The
Netherlands. The business address of each of the directors and executive
officers of Biltron, Ventron, Altron, Telemetrix, Investments and Overseas
are as set forth in Exhibit 1.
(c) Venter's principal employment is as Chairman of both (i) Ventron,
whose stock is publicly traded on the Johannesburg Stock Exchange and whose
principal business is its direct and indirect ownership of 52.8% of the
outstanding voting securities of Altron, and (ii) Altron, whose stock is
also publicly traded on the Johannesburg Stock Exchange and whose principal
business, conducted through operating subsidiaries, consists of (A)
developing, designing, manufacturing, installing and distributing
electrical and electronics and telecommunications oriented products and
systems both in South Africa and abroad, (B) providing a diverse range of
products and systems in the information technology industry embracing
computer-aided design and processing, reprographics and business
communications, and (C) operations in several segments of the power
electrical industry, including power generation, transmission and
distribution, energy measurement and control and lighting and electrical
accessories.
Biltron is a holding company, 100% of the outstanding capital stock of
which is owned or controlled by Venter. Biltron's principal business is
its registered ownership of 59.8% of Ventron's outstanding voting
securities.
Telemetrix is a public company whose stock is listed on the London
Stock Exchange. Telemetrix and its subsidiaries are primarily engaged in
the supply of specialized electronic components, test equipment and
services to the international telecommunications and networking industries.
The principal business of Investments is to make and hold investments.
The principal business of Overseas is to make and hold investments.
The principal occupation or employment of the directors and executive
officers of Biltron, Ventron, Altron, Telemetrix, Investments and Overseas
is set forth in Exhibit 1 hereto.
(d),(e) During the last five (5) years, none of (i) the Reporting
Persons or (ii) any of the persons listed on Exhibit 1 (A) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (B) was a party to a civil proceeding of a
10
<PAGE>
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Venter is a citizen of South Africa. Biltron, Ventron, and Altron
are South African corporations. Telemetrix and Investments are companies
incorporated in England and Wales. Overseas is a Dutch corporation. The
citizenship of the directors and executive officers of Biltron, Ventron,
Altron, Telemetrix, Investments and Overseas is set forth in Exhibit 1
hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Pursuant to the Stock Acquisition Agreement dated February 6,
1987 between GTI and Altech USA, Inc., a Delaware corporation ("Altech")
wholly-owned by The Titan Investment Trust, a Cayman Islands discretionary
trust of which Altron is a beneficiary (the "Titan Trust"), filed as
Exhibit C to the initial Schedule 13D, Altech acquired 1,495,000 shares of
GTI Common Stock from GTI. The aggregate consideration for the GTI Common
Stock was $5,980,000 in cash. The source of such funds was loans from
Biltek, Inc., a Panamanian corporation ("Biltek"), and Electronic Supply
Corporation, a Delaware corporation, each an affiliate of Altech.
Pursuant to the Stock Exchange Agreement dated February 6, 1987
between GTI and Esco Sales, Inc., a Delaware corporation ("Esco") at that
time wholly-owned by the Titan Trust, filed as Exhibit D to the initial
Schedule 13D, Esco acquired 625,000 shares of GTI Common Stock from GTI.
The consideration for such GTI Common Stock was 200 shares of the common
stock of Electronic Supply Corporation, a Delaware corporation and a
wholly-owned subsidiary of Esco.
(b) Pursuant to the Agreement of Purchase and Sale dated as of June
11, 1987 between Altech and Biltek, filed as Exhibit F to Amendment No. 1
to the Schedule 13D, Altech transferred 283,000 shares of GTI Common Stock
to Biltek, at a per share price of $4.00, aggregating $1,132,000, of which
$132,000 was paid in cash and $1,000,000 was paid through cancellation of
Altech's indebtedness to Biltek.
Pursuant to the Agreement of Purchase and Sale dated as of June 11,
1987 between Altech and Verton, Inc., a Panamanian corporation ("Verton"),
filed as Exhibit G to Amendment No. 1 to the Schedule 13D, Altech
transferred 33,000 shares of GTI Common Stock to Verton, at a per share
price of $4.00, all $132,000 of which was paid in cash.
(c) On October 29, 1987, Esco purchased 20,000 shares of GTI Common
Stock in open market sales for an aggregate purchase price of $66,125, all
of which was paid in cash out of Esco's general funds.
(d) Pursuant to the Stock Purchase Agreement dated June 22, 1988
between GTI and Belboland B.V., a Netherlands corporation, and the
Agreement, dated September 2, 1988 among Altron, Telemetrix and the
directors of Telemetrix, filed as Exhibits G and H, respectively, to
Amendment No. 3 to the Schedule 13D, Telemetrix acquired 8,110 shares of
$35 Cumulative Convertible Preferred Stock, par value $1.00 per share of
GTI (the "GTI
11
<PAGE>
Preferred Stock"), and 1,495,000 shares of GTI Common Stock. The aggregate
amount of consideration for the GTI Common Stock was $6,338,800 payable in
7,866,468 Telemetrix ordinary shares. The aggregate amount of consideration
for the 8,110 shares of GTI Preferred Stock was $8,110,000, payable in
10,064,532 Telemetrix ordinary shares. As a result of the transactions
effected pursuant to the foregoing agreements, Altech, Esco, Biltek and
Verton no longer held any equity securities of GTI.
(e) In October, November and December of 1988, Telemetrix acquired an
aggregate of 253,000 shares of GTI Common Stock through a series of open
market purchases for an aggregate purchase price of $846,475 in cash. The
source of such funds was Telemetrix's cash reserves.
(f) Pursuant to the Common Stock Subscription Agreement, dated June
29, 1990, by and between GTI and Telemetrix and filed as Exhibit I to
Amendment No. 6 to the Schedule 13D, Telemetrix acquired 2,500,000 shares
of GTI Common Stock. The aggregate amount of consideration for the GTI
Common Stock was $7,500,000 in cash. The source of such funds for
Telemetrix was a medium term loan from Barclays Bank.
(g) Pursuant to the Share Transfer Agreement No. 2, dated December
16, 1992, and the Share Transfer Agreement, dated December 31, 1993,
between Telemetrix and Investments filed as Exhibits 2 and 3, respectively,
to Amendment No. 10 to the Schedule 13D, Telemetrix contributed 3,919,300
shares of GTI Common Stock and 8,110 shares of GTI Preferred Stock to
Investments, a wholly-owned subsidiary of Telemetrix, in exchange for an
aggregate of 673,600 Ordinary Shares of Investments.
(h) In January 1995, Investments purchased 375,000 shares of GTI
Common Stock from GTI for an aggregate purchase price of $5,812,500 all of
which was paid in cash. The source of such funds was Telemetrix's cash
reserves.
(i) Pursuant to the Share Sale Agreement, dated December 21, 1994
between Investments and Telemetrix and filed as Exhibit 2 hereto,
Investments transferred 450,000 shares of GTI Common Stock to Telemetrix in
exchange for an intercompany debt obligation of Telemetrix in the amount of
(Pounds)4,109,787. Telemetrix subsequently contributed such 450,000 shares
of GTI Common Stock to Overseas in exchange for one share, par value 1000
Dutch Guilders (NLG 1,000), of Overseas.
(j) Pursuant to a Note Purchase Agreement dated as of February 10,
1997, Valor Electronics Inc., a wholly-owned subsidiary of GTI, borrowed
$2,500,000 from Telemetrix. In connection with the loan, GTI issued to
Telemetrix a Warrant to acquire 250,000 shares of GTI Common Stock at an
exercise price of $6 per share. Exercise of the Warrant was conditioned
upon the approval by the shareholders of GTI of an amendment to the
Certificate of Incorporation of GTI increasing the number of authorized
shares to a number adequate to cover the shares issuable upon exercise of
the Warrant. The shareholder approval was obtained on May 15, 1997 and the
Warrant became exercisable on that date.
ITEM 4. PURPOSE OF TRANSACTION.
At the time of its initial acquisition of GTI Common Stock, Altron had
been interested in investing in one or more United States-based companies with
operations in fields related to those of
12
<PAGE>
its South African and international operating subsidiaries. The principal
purpose of the acquisitions of the shares of GTI Common Stock and GTI Preferred
Stock described in paragraphs (a),(b),(c),(d) and (e) of Item 3 hereof was to
effect such investments.
The principal purpose of the acquisition of the GTI Common Stock
described in paragraph (f) of Item 3 hereof was to provide a portion of the
funds required by GTI in connection with GTI's acquisition of approximately 91%
of the outstanding capital stock of Valor Electronics, Inc., a California
corporation, which develops, manufactures and distributes a variety of
electronic component parts and subsystems.
The purpose of Telemetrix's contribution of 3,919,300 shares of GTI
Common Stock and 8,110 shares of GTI Preferred Stock to Investments, a wholly-
owned subsidiary of Telemetrix, described in paragraph (g) of Item 3 hereof was
to effect an internal restructuring of the investments of Telemetrix.
The purpose of the acquisition described in paragraph (h) of Item 3
hereof was to provide a portion of the funds for the acquisition by GTI of 71.5%
of Promptus Communications, Inc., a Rhode Island corporation, on January 6,
1995. The percentage of the outstanding GTI Common Stock beneficially owned by
the Reporting Persons did not change as a result of the foregoing acquisition as
GTI concurrently issued an additional 275,000 shares to unrelated third parties.
The purpose of Investments' transfer of 450,000 shares of GTI Common
Stock to Telemetrix and Telemetrix's subsequent contribution of such 450,000
shares of GTI Common Stock to Overseas described in paragraph (i) of Item 3
hereof was to effect an internal restructuring of the investments of Telemetrix.
Telemetrix provided the loan to Valor Electronics Inc., a wholly-owned
subsidiary of GTI, and obtained the Common Stock Purchase Warrant in connection
with the loan, for the purpose of providing Valor with funds needed to alleviate
liquidity shortfalls caused primarily by operating losses experienced at that
time.
At the time of the initial filing of the Schedule 13D, the persons and
entities making such filing (the "Initial Reporting Persons") stated that they
intended, through their representatives on GTI's Board, to actively participate
in GTI's management policies. In their discussions with GTI's Directors, Venter
and Altron indicated, and believed that said Directors understood, that the
Initial Reporting Persons desired that GTI's business operations should grow
substantially through acquisition of and/or mergers with other electronics-based
companies, as well as through internal expansion. The Initial Reporting Persons
contemplated that acquisitions by GTI would be primarily concentrated in fields
related to those in which GTI and its operating subsidiaries operate, and would
take the form of stock-for-stock exchanges, stock purchases, asset purchases,
mergers, or any combination thereof. With this view in mind, the Initial
Reporting Persons intended to follow GTI's business operations, as well as the
market for GTI's Common Stock, and to consider purchases of additional shares in
the open market or in private transactions, subject to price, availability,
other market factors and the Initial Reporting Persons' evaluation of GTI's
business operations. At that time, the Initial Reporting Persons stated that
they might in the future seek to control GTI by obtaining a majority of its
outstanding voting securities and/or a majority of the seats on GTI's Board of
Directors. The Initial Reporting Persons also stated that, depending on market
developments,
13
<PAGE>
economic conditions, the status of GTI's business operations, and other factors,
the Initial Reporting Persons might decide to dispose of some or all of their
GTI Common Stock, publicly or privately.
The intentions of Telemetrix, Investments and Overseas, the only
remaining Reporting Persons beneficially owning GTI Common Stock (the
"Telemetrix Reporting Persons"), remain consistent with the foregoing. Except as
described herein, the Telemetrix Reporting Persons do not have any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of Item 4 of the Securities and Exchange
Commission form of report on Schedule 13D. However, the Telemetrix Reporting
Persons will continue to review the business of GTI and, depending upon the
price of GTI Common Stock, subsequent developments affecting GTI, GTI's business
and prospects, other investment and business opportunities available to the
Telemetrix Reporting Persons, general stock market and economic conditions, tax
considerations and other factors deemed relevant, may in the future determine to
take one or more of such actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a),(b) Investments owns and has the sole power to vote or to direct
the vote, and to dispose or direct the disposition, of an aggregate of (i) 8,110
shares of GTI Preferred Stock, presently convertible into an aggregate of
1,900,287 shares of GTI Common Stock and entitling the holders thereof to an
aggregate of 1,900,287 votes, and (ii) 3,844,300 shares of GTI Common Stock.
Overseas owns and has the sole power to vote or to direct the vote, and to
dispose or direct the disposition, of 450,000 shares of GTI Common Stock. The
Reporting Persons believe the foregoing represent 100% of the issued and
outstanding shares of GTI Preferred Stock (estimated to be approximately 17.5%
of the outstanding GTI voting power) and approximately 47.9% of the issued and
outstanding shares of GTI Common Stock (estimated to be approximately 39.5% of
the outstanding GTI voting power), or a combined aggregate of approximately
57.0% of the outstanding GTI voting power.
Telemetrix, as the sole shareholder of Investments and Overseas, may
be deemed to own beneficially the shares of GTI Common Stock and GTI Preferred
Stock held of record by Investments and the shares of GTI Common Stock held of
record by Overseas. Telemetrix also owns a Common Stock Purchase Warrant to
purchase 250,000 shares of GTI Common Stock.
While Telemetrix is a publicly held company, prior to November 30,
1991, more than a majority of the outstanding shares of capital stock of
Telemetrix (the "Telemetrix Shares") were held by an affiliate for Altron, a
publicly held South African corporation, in respect of Altron's discretionary
beneficial interest in Telemetrix. On November 30, 1991 Altron sold the majority
of its discretionary beneficial interest in Telemetrix Shares to its
shareholders (the "Sale"). Altron retained a residual discretionary beneficial
interest in Telemetrix Shares which Altron believes currently represent
approximately 5.9% of the total outstanding shares of capital stock of
Telemetrix. Altron disclaims beneficial ownership in any securities of GTI.
Ventron holds a 52.8% direct and indirect shareholding in Altron.
Ventron renounced substantially all of its entitlement to purchase Telemetrix
Shares in the Sale to Ventron's shareholders. Biltron is the registered owner of
a 59.8% shareholding in Ventron. Biltron thus acquired its portion of Ventron's
entitlement to Telemetrix Shares in the Sale. Ventron and Biltron disclaim
beneficial ownership in any securities of GTI.
14
<PAGE>
Venter, a South African citizen, owns or controls 100% of the
outstanding capital stock of Biltron which in turns holds a 59.8% registered
shareholding in Ventron. Thus, Venter, through his related family trusts and
corporations, acquired a discretionary beneficial interest in Telemetrix Shares
in the Sale by way of Biltron's entitlement referred to above.
Venter, through certain related family trusts and corporations, may be
deemed to have discretionary beneficial interests in trusts that own, directly
or indirectly, approximately 47.1% of the outstanding Telemetrix shares. Venter
disclaims any beneficial ownership of any securities of GTI.
(c) None of the Reporting Persons has effected any transaction in the
GTI Common Stock or GTI Preferred Stock during the past 60 days.
(d) Except as stated in this Item 5, to the best knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of GTI Common Stock and GTI Preferred Stock beneficially owned by
Telemetrix.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Telemetrix and Investments entered into the Share Sale Agreement,
dated December 21, 1994, pursuant to which Investments transferred 450,000
shares of GTI Common Stock to Telemetrix in exchange for an intercompany debt
obligation of Telemetrix in the amount of (Pounds)4,109,787. Telemetrix
subsequently contributed such 450,000 shares of GTI Common Stock to Overseas in
exchange for one share, par value 1000 Dutch Guilders (NLG 1,000), of Overseas.
A copy of the Share Sale Agreement is attached hereto as Exhibit 2 and
incorporated herein by reference.
15
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit.
- -------
Exhibit 1 Information regarding Directors and Executive Officers.
Exhibit A Joint Filing Agreement (filed as Exhibit A to the Schedule 13D,
dated February 20, 1987).
Exhibit B List of Directors, Executive Officers and 5% Shareholders of
Corporate Members of the Group (Including Directors of Their 50%
Shareholders Which Are Corporation) (filed as Exhibit B to the
Schedule 13D, dated February 20, 1987).
Exhibit C Stock Acquisition Agreement, dated February 6, 1987, between GTI
and Altech (filed as Exhibit C to the Schedule 13D, dated
February 20, 1987).
Exhibit D Stock Exchange Agreement, dated February 6, 1987, between GTI and
Esco (filed as Exhibit D to the Schedule 13D, dated February 20,
1987).
Exhibit E Finder's Fee Agreement, dated October 1, 1986, between Catric
Corporation and Allied Technologies Limited (Altron/Altech Group)
(filed as Exhibit E to the Schedule 13D, dated February 20,
1987).
Exhibit F Agreement of Purchase and Sale, dated June 11, 1987, between
Altech and Biltek (filed as Exhibit F to Amendment No. 1 to the
Schedule 13D, dated June 13, 1987).
Exhibit G Agreement of Purchase and Sale, dated June 11, 1987, between
Altech and Verton (filed as Exhibit G to Amendment No. 1 to the
Schedule 13D, dated June 13, 1987).
Exhibit H Joint Filing Agreement, dated October 28, 1988 (filed as Exhibit
F to Amendment No. 3 to Schedule 13D, filed on or about November
14, 1988).
Exhibit I Stock Purchase Agreement, dated June 22, 1988 between GTI
Corporation and Belboland B.V. (filed as Exhibit G to Amendment
No. 3 to Schedule 13D, filed on or about November 14, 1988).
Exhibit J Agreement, dated September 2, 1988, among Telemetrix PLC, the
directors of Telemetrix PLC and Allied Electronics Corporation
(filed as Exhibit H to Amendment No. 3 to Schedule 13D, filed on
or about November 14, 1988).
Exhibit K Common Stock Subscription Agreement, dated June 29, 1990 between
GTI and Telemetrix (filed as Exhibit I to Amendment No. 6 to
Schedule 13D, dated September 17, 1990).
16
<PAGE>
Exhibit L Joint Filing Statement (filed as Exhibit 1 to Amendment No. 10 to
Schedule 13D, dated August 8, 1994).
Exhibit M Share Transfer Agreement No. 2, dated December 16, 1992, between
Telemetrix PLC and Telemetrix Investment Limited (filed as
Exhibit 2 to Amendment No. 10 to Schedule 13D, dated August 8,
1994).
Exhibit N Share Transfer Agreement, dated December 31, 1993, between
Telemetrix PLC and Telemetrix Investments Limited (filed as
Exhibit 3 to Amendment No. 10 to Schedule 13D, dated August 8,
1994).
Exhibit O Share Sale Agreement, dated December 21, 1994, between Telemetrix
PLC and Telemetrix Investments Limited.
Exhibit P Joint Filing Statement as required by Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended.
Exhibit Q GTI Corporation Common Stock Purchase Warrant dated February 10,
1997.
17
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certify that the information set forth in this Amendment
statement is true, complete and correct.
Dated: May 30, 1997.
WILLIAM P. VENTER
------------------------
Dr. William P. Venter
BILTRON (PTY) LIMITED
By: WILLIAM P. VENTER
---------------------
Name: Dr. William P. Venter
Title: Director
VENTRON CORPORATION LIMITED
By: WILLIAM P. VENTER
---------------------
Name: Dr. William P. Venter
Title: Director/Chairman
ALLIED ELECTRONICS CORPORATION LIMITED
By: WILLIAM P. VENTER
---------------------
Name: Dr. William P. Venter
Title: Director/Chairman
TELEMETRIX PLC
By: TIMOTHY M. CURTIS
---------------------
Name: Timothy M. Curtis
Title: Director
S-1
<PAGE>
TELEMETRIX INVESTMENTS LIMITED
By: TIMOTHY M. CURTIS
------------------------
Name: Timothy M. Curtis
Title: Director
TELEMETRIX OVERSEAS INVESTMENTS BV
By: B.D. RATTRAY
------------------------
Name: B.D. Rattray
Title: Director
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No Description
- ------- -----------
<C> <S>
1 Information regarding Directors and Executive Officers.
A Joint Filing Agreement (filed as Exhibit A to the Schedule 13D,
dated February 20, 1987).
B List of Directors, Executive Officers and 5% Shareholders of
Corporate Members of the Group (Including Directors of Their 50%
Shareholders Which Are Corporation) (filed as Exhibit B to the
Schedule 13D, dated February 20, 1987).
C Stock Acquisition Agreement, dated February 6, 1987, between
GTI and Altech (filed as Exhibit C to the Schedule 13D, dated
February 20, 1987).
D Stock Exchange Agreement, dated February 6, 1987, between GTI and
Esco (filed as Exhibit D to the Schedule 13D, dated February 20, 1987).
E Finder's Fee Agreement, dated October 1, 1986, between Catric
Corporation and Allied Technologies Limited (Altron/Altech Group)
(filed as Exhibit E to the Schedule 13D, dated February 20, 1987).
F Agreement of Purchase and Sale, dated June 11, 1987, between
Altech and Biltek (filed as Exhibit F to Amendment No. 1 to
the Schedule 13D, dated June 13, 1987).
G Agreement of Purchase and Sale, dated June 11, 1987, between
Altech and Verton (filed as Exhibit G to Amendment No. 1 to
the Schedule 13D, dated June 13, 1987).
H Joint Filing Agreement, dated October 28, 1988 (filed as
Exhibit F to Amendment No. 3 to Schedule 13D, filed on or about
November 14, 1988).
I Stock Purchase Agreement, dated June 22, 1988 between GTI
Corporation and Belboland B.V. (filed as Exhibit G to Amendment
No. 3 to Schedule 13D, filed on or about November 14, 1988).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No Description
- ------- -----------
<C> <S>
J Agreement, dated September 2, 1988, among Telemetrix PLC, the
directors of Telemetrix PLC and Allied Electronics Corporation
(filed as Exhibit H to Amendment No. 3 to Schedule 13D, filed on
or about November 14, 1988).
K Common Stock Subscription Agreement, dated June 29, 1990
between GTI and Telemetrix (filed as Exhibit I to Amendment No. 6
to Schedule 13D, dated September 17, 1990).
L Joint Filing Statement (filed as Exhibit 1 to Amendment No. 10 to
Schedule 13D, dated August 8, 1994).
M Share Transfer Agreement No. 2, dated December 16, 1992, between
Telemetrix PLC and Telemetrix Investment Limited (filed as Exhibit
2 to Amendment No. 10 to Schedule 13D, dated August 8, 1994).
N Share Transfer Agreement, dated December 31, 1993, between
Telemetrix PLC and Telemetrix Investments Limited (filed as
Exhibit 3 to Amendment No. 10 to Schedule 13D, dated August 8, 1994).
O Share Sale Agreement, dated December 21, 1994, between Telemetrix
PLC and Telemetrix Investments Limited.
P Joint Filing Statement as required by Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended.
Q GTI Corporation Common Stock Purchase Warrant dated February 10, 1997.
</TABLE>
<PAGE>
EXHIBIT 99.1
------------
INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
1. BILTRON (PTY) LIMITED
The name, present principal occupation or employment and citizenship
of each director and executive officer of Biltron (PTY) Limited ("Biltron") is
as follows:
<TABLE>
<CAPTION>
PRINCIPAL
POSITION WITH OCCUPATION OR
NAME BILTRON EMPLOYMENT CITIZENSHIP
- ---- ------------- ------------- -----------
<S> <C> <C> <C>
Dr. William P. Venter Director See Item 2 of South African
Schedule 13D
</TABLE>
Biltron's business address is corner Brakpan and Van Dyk Roads,
Boksburg East 1459, South Africa.
2. VENTRON CORPORATION LIMITED
The name, present principal occupation or employment and citizenship
of each director and executive officer of Ventron Corporation Limited
("Ventron") is as follows:
<TABLE>
<CAPTION>
PRINCIPAL
POSITION WITH OCCUPATION OR
NAME VENTRON EMPLOYMENT CITIZENSHIP
- ---- ------------- ------------- -----------
<S> <C> <C> <C>
Dr. William P. Venter Director and Chairman See Item 2 of Schedule 13D South African
Leslie Boyd Non-Executive Director See below South African
Harold A. Serebro Executive Director Executive Director of Ventron South African
Craig G. Venter Non-Executive Director See below South African
Robert E. Venter Non-Executive Director See below South African
</TABLE>
Leslie Boyd's principal occupation is as Chairman of Anglo American
Industrial Corporation Limited, a diversified industrial holding company whose
principal subsidiaries and divisions operate in the fields of iron, steel,
engineering and ferro-alloys, mining and construction equipment, tools and
contracting services, pulp, paper, forestry and timber products, building and
construction and electronics and automotive components, industrial explosives
and chemicals. The corporation, its subsidiaries and associates, have
investments in electronics and electrical engineering, building and
construction, sugar and food, freight and travel, motor assembly and
distribution, textiles, and furniture and appliances retailing. Mr. Boyd's
business address is 44 Main Street, Johannesburg 2001, South Africa.
Craig G. Venter's principal occupation is as Chief Executive of Allied
Technologies Limited, which is a holding company for interests engaged in the
development, design, manufacture, installation and distribution of
telecommunications equipment, electronic systems, electronic components,
networking, mining
1-1
<PAGE>
and industrial products, vehicle tracking systems, mobile radio and cellular
telephony. Allied Technologies Limited is an indirect, majority-owned subsidiary
of Allied Electronics Corporation Limited. Mr. Venter's business address is
Morning Glen Office Park, 140 Kelvin Drive, Gallo Manor, Sandton 2196, South
Africa.
Robert E. Venter's principal occupation is as Chief Executive of Power
Technologies Limited, the holding company for interests in a broad spectrum of
power electrical products covering power and telecommunication cables, power
generation, transmission and distribution equipment, electrical, lighting and
ancillary products and industrial and automotive batteries. Power Technologies
Limited is an indirect, majority-owned subsidiary of Allied Electronics
Corporation Limited. Mr. Venter's business address is 42 Main Road, Eastleigh,
Edenvale 1609, South Africa.
The Ventron business address of all the directors and executive
officers is Altron House, 4 Sherborne Road, Parktown 2193, South Africa, unless
otherwise stated.
3. ALLIED ELECTRONICS CORPORATION LIMITED
The name, present principal occupation or employment and citizenship
of each director and executive officer of Allied Electronics Corporation Limited
("Altron") is as follows:
<TABLE>
<CAPTION>
PRINCIPAL
POSITION WITH OCCUPATION OR
NAME ALTRON EMPLOYMENT CITIZENSHIP
- ---- ------------- ------------- -----------
<S> <C> <C> <C>
Dr. William P. Venter Director and Chairman See Item 2 of Schedule 13D South African
Ismail M. Ayob Non-Executive Director See below South African
Peter M.O. Curle Director, Corporate Finance As stated British
Leslie Boyd Non-Executive Director See paragraph 2 of this South African
Exhibit 1
Derek A. Hawton Non-Executive Director See below South African
David H. Jacobson Director, Science and As stated South African
Technology
Felicia Mabuza-Suttle Non-Executive Director See below South African
P. David Redshaw Executive Director See below British
Harold A. Serebro Executive Director See paragraph 2 of this South African
Exhibit 1
Geoff N. Sproule Financial Director As stated South African
Anthony J. Trahar Non-Executive Director See below South African
</TABLE>
The business address of the directors and executive officers of Altron is
Altron House, 4 Sherborne Road, Parktown 2193, South Africa, unless otherwise
stated below.
1-2
<PAGE>
Ismail M. Ayob's principal occupation is as an attorney. Mr. Ayob's
business address is I.M. Ayob and Partners, 26th Floor, Southern Life Building,
45 Commissioner Street, Johannesburg 2001, South Africa.
Derek A. Hawton's principal occupation is as Chairman and Chief
Executive Officer of Safmarine and Rennies Holdings Limited, whose primary
activities include shipping and air transport operations, freight and travel
services, hotel resort and casino activities, limited service hotels, cinemas
and entertainment services. Mr. Hawton's business address is Sun International,
3 Sandown Valley Crescent, Off Fredman Drive, Sandown, Sandton 2196, South
Africa.
Felicia Mabuza-Suttle's principal occupation is as a television talk
show host. Ms. Mabuza-Suttle's business address is FMS Productions, 6 Venus
Road, Melrose 2196, South Africa.
P. David Redshaw's principal occupation is as Executive Chairman of
Fintech Limited, which represents several major international corporations in
the field of information technology and accordingly offers a diverse range of
products and systems embracing computers, ATM's, computer-aided design and
processing, reprographics and business communications technologies. Mr.
Redshaw's business address is Momentum Business Park, Old Pretoria Road,
Midrand, South Africa. Fintech Limited is a direct, majority-owned subsidiary of
Altron.
Anthony J. Trahar's principal occupation is as Deputy Chairman of
Anglo American Industrial Corporation. For a description of the business of
Anglo American Industrial Corporation, see paragraph 2 of this Exhibit 1.
4. TELEMETRIX PLC
The name, present principal occupation or employment and citizenship
of each director and executive officer of Telemetrix PLC ("Telemetrix") is as
follows:
<TABLE>
<CAPTION>
PRINCIPAL
POSITION WITH OCCUPATION OR
NAME TELEMETRIX EMPLOYMENT CITIZENSHIP
- ---- ------------- ------------- -----------
<S> <C> <C> <C>
Arthur S. Walsh Director and Chairman See below British
Timothy M. Curtis Director and Chief Executive As stated British
Bruce D. Rattray Finance Director As stated British
William K. Gardener Non-Executive Director See below British
Robert E. Venter Non-Executive Director See paragraph 2 of this South African
Exhibit 1
William P. Venter Non-Executive Director See Item 2 South African
Colin S. Gaskell Non-Executive Director See below British
Lorraine Sharp Company Secretary As stated British
</TABLE>
Arthur S. Walsh's business address is Crawley Court, Winchester,
Hampshire SO21 2QA, England.
1-3
<PAGE>
William K Gardener's principal occupation is as a director of
Charterhouse Bank PLC, a merchant and investment banking group. His business
address is 1 Paternoster Row, London EC4M 7DH, England.
Colin S. Gaskell's principal occupation is as Group Managing Director
of The 600 Group PLC, an international group manufacturing and marketing machine
tools, machine tool accessories, lasers and precision optical equipment and
other engineering products. Mr. Gaskell's business address is Witan Court, 284
Witan Gate, Milton Keynes MK9 1EJ, England.
The Telemetrix business address of all the directors and executive officers
is Knaves Beech Estate, Loudwater, High Wycombe, Buckinghamshire HP10 9QZ,
England, unless otherwise stated.
5. TELEMETRIX INVESTMENTS LIMITED
The directors of Investments are Timothy M. Curtis and Bruce D. Rattray.
Lorraine Sharp is the Company Secretary of Investments. The business address of
each of Mr. Curtis, Mr. Rattray and Ms. Sharp is Knaves Beech Estate, Loudwater,
High Wycombe, Buckinghamshire HP10 9QZ, England. Each of Mr. Curtis and Mr.
Rattray are presently employed as a director, and Ms. Sharp is presently
employed as the Company Secretary, of each of Telemetrix, Investments and the
other wholly-owned subsidiaries of Telemetrix in the United Kingdom, the address
of which is Knaves Beech Estate, Loudwater, High Wycombe, Buckinghamshire HP10
9QZ, England. Each of Mr. Curtis, Mr. Rattray and Ms. Sharp is a British
citizen.
6. TELEMETRIX OVERSEAS INVESTMENTS BV
The name, present principal occupation or employment and citizenship
of each director and executive officer of Telemetrix Overseas Investments BV
("Overseas") is as follows:
<TABLE>
<CAPTION>
PRINCIPAL
POSITION WITH OCCUPATION OR
NAME OVERSEAS EMPLOYMENT CITIZENSHIP
- ---- ------------- ------------- -----------
<S> <C> <C> <C>
Bruce D. Rattray Managing Director See paragraph 4, British
this exhibit
Zonika BV Managing Director Corporate Director Dutch
Bernhard Sander Managing Director Managing Director, Trend German
Communications GmbH, an
indirect, wholly-owned
subsidiary of Telemetrix.
</TABLE>
The Overseas business address of all the directors is 3032 AC Rotterdam,
Hofplein 19, The Netherlands.
1-4
<PAGE>
EXHIBIT 99.O
THIS SHARE SALE AGREEMENT is made on 21 December 1994
BETWEEN:
TELEMETRIX INVESTMENTS LIMITED (registered no. 2672071), whose registered office
is at Knaves Beech Estate, Loudwater, High Wycombe, Buckinghamshire HP10 9QZ
(the Vendor);
TELEMETRIX PLC (registered no. 1378777), whose registered office is at Knaves
Beech Estate, Loudwater, High Wycombe, Buckinghamshire HP10 9QZ (the Purchaser)
WHEREAS:
The Vendor has agreed to sell and transfer 450,000 shares of common stock in GTI
Corporation, a US Corporation (the Shares) and the Purchaser has agreed to
purchase the same upon the terms set out in this Agreement.
IT IS AGREED as follows:
SALE OF THE SHARES AND CONSIDERATION
1.1 The Vendor, as beneficial owner, agrees to sell and transfer (or procure
the sale and transfer of) the Shares and the Purchaser agrees to purchase the
Shares. The beneficial interest in the Shares shall be sold free from all
security interests, options, equities, claims or other third party rights
(including rights of pre-emption) of any nature whatsoever, together with all
rights attaching to them including, without limitation, the right to receive all
dividends and other distributions declared, made or paid on or after the date of
this Agreement.
1.2 The total purchase price payable by the Purchaser to the Vendor for the
beneficial interest in the Shares shall be the sum of (Pounds) 4,109,787 such
amount to be satisfied by way of an intra-group loan between the Vendor and the
Purchaser.
COMPLETION
2. The sale and purchase of the Shares shall be completed by stock
transfer form executed by the Vendor in favour of the Purchaser on 21 December
1994 in respect of the beneficial interest in the Shares.
ENTIRE AGREEMENT
3. This Agreement constitutes the entire agreement and understanding
between the parties in connection with the sale and purchase of the beneficial
interest in the Shares. Neither party has entered into this Agreement in
reliance upon any representation, warranty or undertaking which is not set out
or referred to in this Agreement.
0-1
<PAGE>
FURTHER ASSURANCE
4. The Vendor shall do or procure to be done all such further acts and
things and execute or procure the execution of all such other documents as the
Purchaser may from time to time reasonably require for the purpose of giving to
the Purchaser the full benefit of all the provisions of this Agreement.
GOVERNING LAW
5. This Agreement is governed by, and shall be construed in accordance
with, the laws of England.
IN WITNESS whereof this Agreement has been signed by and on behalf of the
parties on the day and year first before written.
SIGNED by )
for and on behalf of )
TELEMETRIX INVESTMENTS )
LIMITED ) /s/ B.D. RATTRAY
SIGNED by )
for and on behalf of )
TELEMETRIX PLC ) /s/ TIMOTHY M. CURTIS
O-2
<PAGE>
EXHIBIT 99(P)
-------------
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(f)
The undersigned acknowledge and agree that the foregoing Amendment No.
11 to Schedule 13D ("Amendment No. 11") is filed on behalf of each of the
undersigned. As set forth in Item 2(a) of Amendment No. 11, the undersigned Dr.
William P. Venter ("Venter"), Biltron (Pty) Limited ("Biltron"), Ventron
Corporation Limited ("Ventron") and Allied Electronics Corporation Limited
("Altron") have filed Amendment No. 11 for the purpose of disclaiming beneficial
interest in the GTI Common Stock (as defined in Amendment No. 11). The
undersigned acknowledge that each shall be responsible for the timely filing of
any required amendments, and for the completeness and accuracy of the
information concerning him or it contained in Amendment No. 11 or any subsequent
amendment filed by or on behalf of him or it, but shall not be responsible for
the completeness and accuracy of the information concerning any others, except
to the extent that he or it knows or has reason to believe that such information
is inaccurate.
Dated: May 30, 1997.
WILLIAM P. VENTER
--------------------------------
Dr. William P. Venter
BILTRON (PTY) LIMITED
By: WILLIAM P. VENTER
-----------------------------
Name: Dr. William P. Venter
Title: Director
VENTRON CORPORATION LIMITED
By: WILLIAM P. VENTER
-----------------------------
Name: Dr. William P. Venter
Title: Director/Chairman
ALLIED ELECTRONICS CORPORATION LIMITED
By: WILLIAM P. VENTER
----------------------------
Name: Dr. William P. Venter
Title: Director/Chairman
P-1
<PAGE>
TELEMETRIX PLC
By: TIMOTHY M. CURTIS
--------------------------
Name: Timothy M. Curtis
Title: Director
TELEMETRIX INVESTMENTS LIMITED
By: TIMOTHY M. CURTIS
--------------------------
Name: Timothy M. Curtis
Title: Director
TELEMETRIX OVERSEAS INVESTMENTS BV
By: B.D. RATTRAY
--------------------------
Name: B.D. Rattray
Title: Director
P-2
<PAGE>
EXHIBIT 99(Q)
THE TRANSFER OF THIS WARRANT IS SUBJECT TO
RESTRICTIONS CONTAINED HEREIN. THIS WARRANT
HAS BEEN ISSUED IN RELIANCE UPON THE
REPRESENTATION OF THE HOLDER THAT IT HAS BEEN
ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION
THEREOF. NEITHER THIS WARRANT NOR THE SHARES
ISSUABLE UPON THE EXERCISE OF THIS WARRANT,
HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE SECURITIES LAWS.
GTI CORPORATION
COMMON STOCK PURCHASE WARRANT
To Subscribe for and Purchase February 10, 1997
Shares of Common Stock
of GTI CORPORATION
THIS CERTIFIES that, for value received, Telemetrix PLC, or its
registered assigns (the "Holder"), is entitled to subscribe for and purchase
------
from GTI CORPORATION, a Delaware corporation (hereinafter called the
"Corporation"), up to One Hundred and Fifty Thousand (150,000) shares (subject
-----------
to adjustment as hereinafter provided) of fully paid and non-assessable Common
Stock, $.04 par value, of the Corporation, (the "Common Stock"), at the price
------------
per share equal to Six Dollars ($6.00) per share (such price as from time to
time to be adjusted as hereinafter provided being hereinafter called the
"Warrant Price"), at any time subsequent to the initial exercise date specified
-------------
in Section 5(b) hereof and prior to the expiration date specified in that
------------
Section (the "Exercise Period"), subject, however, to the provisions and upon
---------------
the terms and conditions hereinafter set forth. This Warrant and any Warrant or
Warrants subsequently issued upon exchange hereof are hereinafter collectively
called the "Warrant." The shares of Common Stock which Holder is entitled to
-------
purchase pursuant to this Warrant, including the additional shares the Holder
may be entitled to purchase as provided in Section 5(a) hereof, are hereinafter
called the "Warrant Shares."
--------------
Section 1. Exercise of Warrant. The rights represented by this Warrant
-------------------
may be exercised by the Holder during the Exercise Period, in whole or in part
(but not in increments less than 50,000 shares) at any time or from time to
time in part by the completion of the purchase form attached hereto and by the
surrender of this Warrant (properly endorsed) at the office of the Corporation
as it may designate by notice in writing to the Holder hereof at the address of
the Holder appearing on the books of the Corporation, and by payment to the
Corporation of the Warrant Price in cash or by certified or official bank check,
for each share being purchased. In the event of any exercise of the
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<PAGE>
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the Holder, or its
nominee or other party designated in the purchase form by the Holder hereof,
will be delivered to the Holder within ten (10) business days after the date in
which the rights represented by this Warrant will have been so exercised; and,
unless this Warrant has expired or has been exercised in full, a new Warrant
representing the number of shares (except a remaining fractional share), if any,
with respect to which this Warrant will not then have been exercised will also
be issued to the Holder within such time. The Holder will for all purposes be
deemed to have become the Holder of record of such shares on the date on which
this Warrant was surrendered and payment of the Warrant Price, except that, if
the date of such surrender and payment is a date on which the stock transfer
books of the Corporation are closed, such person will be deemed to have become
the Holder of such shares at the start of business on the next succeeding date
on which the stock transfer books are open. No fractional shares will be issued
upon exercise of this Warrant and no payment or adjustment will be made upon any
exercise on account of any cash dividends on the Common Stock issued upon such
exercise. If any fractional interest in a share of Common Stock would, except
for the provision of this Section 1, be delivered upon such exercise, the
---------
Corporation, in lieu of delivery of a fractional share thereof, will pay to the
Holder an amount in cash equal to the current market price of such fractional
share as determined in good faith by the Board of Directors of the Corporation
(the "Board").
-----
Section 2. Adjustment of Purchase Price; Consolidation, Merger and Sale
------------------------------------------------------------
(a) In the event that after the issuance of this Warrant,
the Corporation shall (i) pay a dividend, or make a distribution, in shares of
capital stock of the Corporation, or (ii) subdivide its outstanding shares of
Common Stock, or (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, or (iv) issue by reclassification of its shares of
Common Stock any shares of capital stock of the Corporation, the exercise right
and the Warrant Price in effect immediately prior to such action shall be
adjusted so that the Holder shall be entitled to receive the number of shares of
capital stock of the Corporation which he would have owned immediately
following such action had such Warrant been exercised immediately prior to the
record date of such action or, if there is no applicable record date,
immediately prior to such action. An adjustment made pursuant to this Section
2(a) shall, in the case of a subdivision, combination or reclassification become
effective retroactively immediately after the effective date thereof and shall,
in case of a dividend or distribution, become effective retroactively
immediately after the record date thereof. If, as a result of an adjustment
made pursuant to this Section 2(a), the holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive shares of two or more
classes of capital stock of the Corporation, the Board of Directors of the
Corporation shall determine the allocation of the adjusted Warrant Price between
or among shares of such classes of capital stock.
(b) In case the Corporation after the date hereof shall
distribute to all the holders of Common Stock any dividend or other distribution
(other than a cash distribution made as a dividend payable out of earnings or
out of any earned surplus legally available for dividends under the laws of the
jurisdiction of incorporation of the Corporation) or any evidence of
indebtedness or any assets on or in respect to the Common Stock or rights to
subscribe or purchase
Q-2
<PAGE>
shares of Common Stock at a price per share less than the current market price
per share of Common Stock (as defined below) at the record date set forth below,
then, and thereafter successively upon each such distribution, the Warrant Price
in effect immediately prior to such distribution shall forthwith be reduced to a
price determined by multiplying the Warrant Price in effect immediately prior to
such distribution by a fraction the numerator of which shall be the current
market price per share of Common Stock as defined below at the record date
mentioned below, less the then fair market value (as determined by the Board of
Directors of the Corporation, whose determination shall be conclusive) of the
portion of such evidences of indebtedness or such assets so distributed,
applicable to one share of Common Stock and the denominator of which shall be
such current market price per share of Common Stock. An adjustment made pursuant
to this Section 2(b) shall become effective retroactively immediately after the
record date for the determination of stockholders entitled to receive such
distribution.
(c) After each adjustment of the Purchase Price pursuant to Sections
2(a) and 2(b), the total number of shares of Common Stock or fractional part
thereof purchasable upon the exercise of each Warrant shall be proportionately
adjusted to such number of shares or fractional part thereof as the total
Warrant Price for the number of shares or fractional part thereof purchasable
immediately prior to such adjustment will buy at the adjusted Warrant Price.
(d) For the purposes of this Section 2, the term "Common Stock"
shall mean (i) the class of stock designated as the common stock, par value $.04
per share, of the Corporation, at the date of this Agreement or (ii) any other
class of stock resulting from successive changes or reclassifications of such
common stock consisting solely of changes in par value, or from par value to no
par value, or from no par value to par value. In the event that at any time, as
a result of an adjustment made pursuant to Section 2(a), shares of the
Corporation, other than shares of Common Stock are issuable upon exercise of the
Warrants, thereafter the number of such other shares so issuable shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained in Section 2, and all other provisions of this Agreement with respect
to Common Stock shall apply on like terms to any such other shares.
(e) For the purposes of any computation under this Section 2, the
current market price per share of Common Stock at any date shall be deemed to be
the average of the daily closing prices for the 30 consecutive business days
commencing 45 business days before the day in question. The closing price for
each day shall be the last reported sale price regular way or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case as officially reported by the
principal stock exchange on which the Common Stock is listed or admitted to
trading, or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, the average of the closing bid and asked prices as
furnished by the National Association of Securities Dealers, Inc. through NASDAQ
or similar organization if NASDAQ is no longer reporting such information.
Q-3
<PAGE>
(f) If there shall be effected any consolidation or merger of
the Corporation with another corporation, or a sale of all or substantially all
of the Corporation's assets to another corporation, then (1) the Holder will
receive no less than ten (10) days advance notice of the closing of such
transaction, (2) this Warrant will become exercisable in full immediately prior
to the closing of such transaction and (3) this Warrant will terminate
immediately after the closing of such transaction.
Section 3. Stock to Be Reserved.
--------------------
(a) Subject to the receipt of the Stockholder Approval described
in subsection (b) below, the Corporation will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issue
upon the exercise of this Warrant as herein provided, such number of shares of
Common Stock as will then be issuable upon the exercise of this Warrant. The
Corporation covenants that all shares of Common Stock which will be so issued
will be duly and validly issued and fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issue thereof, and, without
limiting the generality of the foregoing, the Corporation will take all such
action as may be necessary to assure that all such shares of Common Stock may be
so issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which shares of capital
stock of the Corporation may be listed.
(b) The Holder understands and acknowledges that the Corporation
does not currently have enough authorized shares to enable it to reserve Common
Stock for issuance pursuant to exercise of the Warrant. Accordingly,
notwithstanding any other term and condition of this Warrant, the Holder agrees
that its right to exercise this Warrant will be conditioned upon approval by the
stockholders of the Corporation ("Stockholder Approval") of an amendment of the
--------------------
Corporation's certificate of incorporation to increase the number of authorized
shares of Common Stock to at least 12,500,000 shares of Common Stock creating
at least 250,000 shares of authorized and unissued shares of Common Stock which
thereupon will be reserved for issuance upon exercise of the Warrant as provided
in subsection (a) above. The Corporation shall submit a proposal to increase
the authorized shares in the foregoing amount for consideration by its
shareholders at its upcoming annual general meeting currently scheduled for May
15, 1997, but to be held not later than May 31, 1997, and shall recommend to its
stockholders approval of such increase. The Corporation shall cause the filing
of an amendment to its certificate of incorporation evidencing such increase,
such filing to occur on the date of Stockholder Approval or on the immediately
following business day.
Section 4. Issue Tax. The issuance of certificates for shares of Common
---------
Stock upon exercise of this Warrant will be made without charge to the Holders
of this Warrant for any issuance tax in respect thereof provided that the
Corporation will not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than that of Holder of this Warrant.
Q-4
<PAGE>
Section 5. Increase in Warrant Shares; Expiration Date.
-------------------------------------------
(a) The number of Warrant Shares shall be increased
automatically on April 1, 1997 from 150,000 shares to 250,000 shares unless one
of the following events occurs prior to April 1, 1997: (1) the Corporation
completes the sale to an independent third party for a fair value negotiated in
an arm's-length transaction and receives the full price payable by the purchaser
for the purchase of all of the capital stock which it owns of its majority-owned
subsidiary, Promptus Communications, Inc., a Rhode Island corporation
("Promptus"), (2) substantially all the assets of Promptus' NIC card business
--------
are sold to an independent third party for a fair value negotiated in an arm's
length transaction and the Corporation receives payment in full of the purchase
price, or (3) substantially all the assets of Promptus are sold to an
independent third party for a fair value negotiated in an arm's-length
transaction and the Corporation receives payment in full of the purchase price.
(b) The rights to purchase shares of Common Stock set forth
in this Warrant shall commence on the date of Stockholder Approval and shall
expire on the later of (i) 30 days following the repayment in full of the
$2,500,000 Secured Promissory Note, dated as of date of issuance of this Warrant
from the Company in favor of Holder or (ii) 30 days following the date of
Stockholder Approval.
Section 6. Notice of Record Dates. In the event of
----------------------
(1) any taking by the Corporation of a record of the Holders of
any class of securities for the purpose of determining the Holders thereof who
are entitled to receive any dividend or other distribution (other than cash
dividends out of earned surplus), or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, or
(2) any capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation or
any transfer of all or substantially all the assets of the Corporation to or
consolidation or merger of the Corporation with or into any other corporation,
or
(3) any voluntary or involuntary dissolution, liquidation or
winding-up of the Corporation, then and in each such event the Corporation will
give notice to the Holder of this Warrant specifying (i) the date on which any
such record is to be taken for the purpose of such dividend, distribution or
right and stating the amount and character of such dividend, distribution or
right, and (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the Holders of record of Common Stock will be entitled to exchange their shares
of Common Stock for securities or other property deliverable upon such
reorganization, reclassification,
Q-5
<PAGE>
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice will be given at least 15 days prior to the date
therein specified.
Section 7. No Shareholder Rights or Liabilities. This Warrant will not
------------------------------------
entitle the Holder hereof to any voting rights or other rights as a shareholder
of the Corporation. No provision hereof, in the absence of affirmative action
by the Holder hereof to purchase shares of Common Stock, and no mere enumeration
hereon of the rights or privileges of the Holder hereof, will give rise to any
liability of such Holder for the Warrant Price or as a shareholder of the
Corporation, whether such liability is asserted by the Corporation or by
creditors of the Corporation.
Section 8. Registration Rights Approval for Listing. The Holder will have
----------------------------------------
the registration rights and other rights set forth in the Investor's Rights
Agreement, dated February 10, 1997 (the "Investor's Rights Agreement"). The
---------------------------
Warrant Shares will, upon issuance, be approved for listing on the principal
stock exchange on which the Common Stock is listed or admitted to trading, or,
if the Common Stock is not listed or admitted to trading on an exchange, on the
NASDAQ National Market System.
Section 9. Representations of Holder.
-------------------------
The Holder hereby represents and acknowledges to the Corporation that:
(1) this Warrant, the Warrant Shares, and any securities issued
with respect to any of them by way of a stock dividend or stock split or in
connection with a recapitalization, merger, consolidation or other
reorganization will be "restricted securities" as such term is used in the rules
and regulations under the Securities Act and that such securities have not been
registered under the Securities Act of 1933 (the "Securities Act") or any state
--------------
securities law, and that such securities must be held indefinitely unless
registration is effected or transfer can be made pursuant to appropriate
exemptions;
(2) the Holder has read, and fully understands, the terms of
this Warrant set forth on its face and the attachments hereto, including the
restrictions on transfer contained herein;
(3) the Holder is purchasing for investment for its own account
and not with a view to or for sale in connection with any distribution of this
Warrant or the Warrant Shares and it has no intention of selling such securities
in a public distribution in violation of the federal securities laws or any
applicable state securities laws, provided that nothing contained herein will
prevent Holder from transferring such securities in compliance with the terms of
this Warrant and the applicable federal and state securities laws.
(4) the Holder is an "accredited investor" within the meaning of
paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and
Exchange Commission (the "Commission") and an "excluded purchaser" within the
----------
meaning of Section 25102(f) of the California Corporate Securities Law of 1968;
and
Q-6
<PAGE>
(5) the Corporation may affix the following legend (in addition to
any other legend(s), if any, required by applicable state corporate and/or
securities laws) to certificates for shares of Common Stock (or other
securities) issued upon exercise of this Warrant:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or registered
or qualified under any state securities laws ("State Securities
Laws"). They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement and/or
qualification in effect with respect to the sale of such securities
under the Act and/or State Securities Laws or an opinion of counsel
satisfactory to the Company that such registration and/or
qualification is not required".
Section 10. Notice of Proposed Transfers, Transfer and Assignment. The
-----------------------------------------------------
Holder, by acceptance hereof, agrees to comply in all respects with the
provisions of this Section 10. Prior to any proposed transfer of this Warrant
----------
or any Warrant Shares, unless there is in effect a registration statement under
the Securities Act, covering the proposed transfer, the Holder of such
securities will give written notice to the Corporation of such Holder's
intention to effect such transfer. Each such notice will describe the manner
and circumstances of the proposed transfer in sufficient detail, and will be
accompanied (except in a transaction in compliance with Rule 144) by either (i)
a written opinion of legal counsel who will be satisfactory to the Corporation's
counsel, to the effect that the proposed transfer of the Warrant and/or Warrant
Shares may be effected without registration under the Securities Act, or (ii) a
"no action" letter from the Commission to the effect that the transfer of such
securities without registration will not result in a recommendation by the staff
of the Commission that enforcement action be taken with respect thereto,
whereupon the Holder of such securities will be entitled to transfer such
securities in accordance with the terms of the notice delivered by the Holder to
the Corporation. Each new certificate evidencing the Warrant and/or Warrant
Shares so transferred will bear the appropriate restrictive legends set forth in
Section 9, except that such certificate will not bear such restrictive legend
- ---------
if, in the opinion of counsel for the Corporation, such legend is not required
in order to establish or assist in compliance with any provision of the
Securities Act or any applicable state securities laws. Notwithstanding the
foregoing, this Warrant may be transferred only to a corporation or other entity
controlling, controlled by or under common control with Holder, including,
without limitation, Telemetrix Investments Limited or Telemetrix Overseas
Investments B.V. For purposes of the foregoing sentence, the term "control"
shall mean (a) in respect of a corporation, that the controlling entity owns or
controls fifty percent (50%) or more of the voting power and has the ability to
elect at least a majority of the board of directors or similar managing body of
the controlled entity, or (b) in respect of an association, partnership, joint
venture or other business entity, that the controlling entity is entitled to
share in fifty percent (50%) or more of the profits and losses of the controlled
entity, however determined and has voting control with respect thereto.
Q-7
<PAGE>
Section 11. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant
--------------------------------------------
is lost, stolen, mutilated or destroyed, the Corporation may, on such terms as
to indemnity or otherwise as it may in its discretion reasonably impose (which
will, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant will constitute an original
contractual obligation of the Corporation, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant will be at any time enforceable by
anyone.
Section 12. Presentment. Prior to due presentment of this Warrant together
-----------
with a completed assignment form attached hereto for registration of transfer,
the Corporation may deem and treat the Holder as the absolute owner of the
Warrant, notwithstanding any notation of ownership or other writing thereon, for
the purpose of any exercise thereof and for all other purposes, and the
Corporation will not be affected by any notice to the contrary.
Section 13. Notice. Notice or demand pursuant to this Warrant will be
------
sufficiently given or made, if sent by first-class mail, postage prepaid,
addressed, if to the Holder of this Warrant, to the Holder at its last known
address as it will appear in the records of the Corporation, and if to the
Corporation, at 9715 Business Park Avenue, San Diego, California 92131,
Attention: Secretary. The Corporation may alter the address to which
communications are to be sent by giving notice of such change of address in
conformity with the provisions of this Section 13 for the giving of notice.
----------
Section 14. Governing Law. The validity, interpretation and performance of
-------------
this Warrant will be governed by the laws of the State of California without
regard to principles of conflicts of laws. In any action brought under or
arising out of this Warrant, the undersigned hereby consents to the jurisdiction
of any competent court within the State of California and consents to service of
process by any means authorized by California law.
Section 15. Amendment; Majority in Interest. This Warrant may be modified,
-------------------------------
amended or terminated only by a writing signed by the Corporation and Holder
hereof; (of if Warrants have been issued upon exchange or transfer hereof, the
holders of Warrants representing the majority of the Warrant Shares covered by
the outstanding Warrants ("Majority in Interest") thereof. Any action relating
--------------------
to the Warrants approved by a Majority in Interest will be binding upon all of
the holders of the Warrants irrespective of whether any holder individually
acted to approve or disapprove such action.
Section 16. Severability. Should any part but not the whole of this
------------
Warrant for any reason be declared invalid, such decision will not affect the
validly of any remaining portion, which remaining portion will remain in force
and effect as if this Warrant had been executed with the invalid portion thereof
eliminated, and it is hereby declared the intention of the parties hereto that
they would have executed the remaining portion of this Warrant without including
therein any such part which may, for any reason, be hereafter declared invalid.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Q-8
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly
executed and delivered on and as of the day and year first above written by one
of its officers thereunto duly authorized.
GTI CORPORATION, a Delaware corporation
Dated: February 10, 1997 By: /s/ Albert Hugo-Martinez
--------------------------
Albert Hugo-Martinez
Chief Executive Officer
and President
The undersigned Holder agrees and accepts this Warrant and acknowledges
that it has read and confirms each of the representations contained in Section
-------
9.
- -
TELEMETRIX PLC
Dated: February 10, 1997 By: /s/ B.D. Rattray
------------------
(Title) B.D. Rattray, Director
[SIGNATURE PAGE TO GTI CORPORATION
COMMON STOCK PURCHASE WARRANT]
Q-9
<PAGE>
GTI CORPORATION
COMMON STOCK
PURCHASE WARRANT
EXERCISE FORM
(To be executed by the Warrant Holder if it desires to exercise the Warrant in
whole or in part)
To: GTI Corporation
The undersigned, whose taxpayer identification number is ______________
hereby irrevocably elects the right of purchase represented by the within
Warrant for, and to purchase thereunder, ___________________________shares of
securities provided for therein and tenders payment herewith to the order of
GTI Corporation
in the amount of
$________________
The undersigned requests that certificates for such shares be issued as follows:
Name: ____________________________
Address: _________________________
Deliver to: ______________________
Address: _________________________
and, if said number of shares will not be all the shares purchasable hereunder,
that a new Warrant for the balance remaining of the shares purchasable under the
within Warrant be registered in the name of, and delivered to, the undersigned
at the address stated below:
___________________________________________
___________________________________________
___________________________________________
Dated:________, 19__
_________________________________
(Signature must conform in all
respects to the name of the
Warrant Holder as specified on
the face of the Warrant, without
alteration, enlargement or any
change whatsoever. If the Warrant
Holder is other than an
individual, the signatory must
indicate his or her title.)
Q-10
<PAGE>
ASSIGNMENT
(To be executed by the Warrant Holder if he desires to effect a transfer of the
Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assign and transfers unto
___________________________________ whose Social Security or other
identification number is ___________________[residing/located] at _____________
the attached Warrant, and appoints __________ residing at __________ the
undersigned's attorney-in-fact to transfer said Warrant on the books of the
Corporation, with full power of substitution in the premises.
Dated:_________________, 199_
In the presence of:
______________________________
_______________________________
(Signature must conform in all
respects to the name of the
Warrant Holder as specified on
the face of the Warrant,
without alteration, enlargement
or any change whatsoever. If
the Warrant Holder is other
than an individual, the
signatory must indicate his or
her title.)
Q-11
