SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
TRIDEX CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
895906105
(CUSIP Number)
Seth M. Lukash
c/o Tridex Corporation
61 Wilton Road
Westport, CT 06880
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 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 acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder for this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 895906105
1) Names of Reporting Persons and I.R.S. Identification Nos. of Above Persons
(entities only): Seth M. Lukash
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
3) SEC Use Only
4) Source of Funds: PF and SC.
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e).
6) Citizenship or Place of Organization: USA
Number of 7) Sole Voting Power: 549,371 Common Shares
Shares 8) Shared Voting Power: 2,800 Common Shares (owned jointly with
Beneficially Gayle L. Smithson)
Owned by 9) Sole Dispositive Power: 549,371 Common Shares
Each Reporting 10) Shared Dispositive Power: 2,800 Common Shares (owned
Person jointly with Gayle L. Smithson)
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 552,171
Common Shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: N/A
13) Percent of Class Represented by Amount in Row (11): 8.7%
14) Type of Reporting Person: IN
Item 1. Security and Issuer
a) The title of the class of equity securities to which this statement
relates is Common Stock.
b) The name and address of the principal executive officers of the issuer
of such securities is: Tridex Corporation, 61 Wilton Road, Westport,
Connecticut 06880.
Item 2. Identity and Background
a) Seth M. Lukash
b) c/o Tridex Corporation, 61 Wilton Road, Westport, Connecticut 06880
c) President, Chief Executive Officer and Chairman, Tridex Corporation,
61 Wilton Road, Westport, Connecticut 06880
d) During the last five years, I have not been convicted in a criminal
proceeding.
e) During the last five years, I have not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction with respect to, and I am not subject to a judgment,
decree or final order enjoining violations of, or prohibiting or
mandating activities subject to, federal or state securities laws.
f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
Of the 552,171 shares owned by the reporting person, 100,552 were acquired
by gift and the balance were purchased, by the exercise of options or
warrants on dates from before 1991 through March 14, 1997. On March 14,
1997, the reporting person exercised options and warrants to acquire
105,000 shares for an aggregate price of $801,375. As discussed in the
Proxy Statement of the issuer dated April 16, 1997, on March 14, 1997 the
issuer accepted a note in the amount of $801,375 from the reporting person
in payment of the exercise price of such options and warrants. The note is
a full recourse note, due June 30, 1999, bearing interest payable quarterly
at 7.577%, and secured by a pledge of shares of common stock of TransAct
Technologies Incorporated and the issuer. The reporting person has
disclosed transactions in the issuer's securities on Form 4 filings.
Item 4. The Purpose of Transaction
The reporting person, who serves as President, Chief Executive Officer and
Chairman of the issuer, has acquired the shares over time as an investment.
The reporting person has no plans, in his capacity as an individual
investor, which relate to or would result in: (a) the acquisition by any
person of additional securities of the issuer, or the disposition of the
securities of the issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization, or liquidation, involving the issuer or any of
its subsidiaries; (c) a sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries; (d) any change in the present board
of directors or management of the issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies
on the board; (e) any material change in the present capitalization or
dividend policy of the issuer; (f) any other material change in the
issuer's business or corporate structure; (g) changes in the issuer's
charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the issuer by any person;
(h) causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or (j) any action similar to any of
those numerated above.
In his capacity as a director and officer of the issuer, the reporting
person may, from time to time, have a role in formulating plans which
relate to or would result in any of the foregoing actions, which would be
disclosed by the issuer as required under applicable law. The reporting
person has no such plans in his capacity as an investor.
Item 5. Interest in Securities of the issuer
a) The aggregate number and percentage of the class of securities
identified pursuant to Item 1 beneficially owned by me are as follows:
552,171 shares, consisting of 517,050 shares owned of record by the
reporting person, 5,655 shares owned by an IRA for the benefit of the
reporting person and 26,666 shares subject to a vested option from the
issuer to purchase shares at $3.0938 per share. In addition, the
reporting person owns 2,800 shares of record jointly with Gayle L.
Smithson. The aggregate number of shares owned, 552,171, represents
approximately 8.7% of the outstanding shares of the issuer.
b) The reporting person shares voting and dispositive power over 2,800
shares with Gayle L. Smithson.
c) N/A
d) The reporting person shares voting and dispositive power over 2,800
shares with Gayle L. Smithson. No other person has the right to
receive or the power to direct the receipt of dividends from or
proceeds from the sales of the remainder of the shares of the issuer's
common stock owned by the reporting person.
e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than stock options granted to the reporting person under the issuer's
incentive plans generally applicable to employees, and the pledge of stock
of the issuer described in Item 3 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
or among myself and any person(s) with respect to any securities of the
issuer, including but not limited to transfer of voting of any of the
securities, put or calls, guarantees of profits, division of profits or
loss, contracts, arrangements, understandings or relationships have been
entered into, and this includes such information for any of the securities
that are pledged or otherwise subject to contingency the occurrence of
which would give another person voting power or investment power over such
securities.
Item 7. Material to be Filed as Exhibits.
1. Promissory Note of the reporting person to the issuer, originally dated
March 14, 1997 and amended as of July 1, 1998.
2. Pledge Agreement from the reporting person to the issuer dated March 14,
1997.
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.
Dated: April 1, 1999 /s/Seth M. Lukash
-------------------------------
Seth M. Lukash
<PAGE>
EXHIBIT 1
TERM NOTE
$801,375.00 March 14, 1997
(amended as of July 1, 1998)
For value received, Seth M. Lukash (the "Borrower"), with a residence at 404
Harvest Commons, Westport, CT 06880, promises to pay to Tridex Corporation, a
Connecticut corporation with an executive office at 61 Wilton Road, Westport, CT
06880 ("Lender"), or order, the principal amount of eight hundred one thousand
three hundred seventy five ($801,375.00) Dollars (the "Loan Amount") on or
before June 30, 1999 (the "Maturity Date"). This Note shall be repaid as
follows: Borrower shall make quarterly payments in arrears consisting of
interest-only to the Lender commencing on September 30, 1998, December 31, 1998,
March 31, 1999 and June 30, 1999. Interest on the unpaid principal balance of
this Note shall accrue at a per quarter rate equal to 7.577%. The entire
principal balance, together with all unpaid interest, fees, expenses and other
charges, if not sooner paid, shall in any event be paid on the Maturity Date.
Principal and interest shall be payable at Lender's executive office as
noted above, in lawful money of the United States of America without set-off,
deduction or counterclaim. Interest shall be calculated on the basis of actual
days elapsed and a 360-day year. This Note may be prepaid without penalty in
whole or in increments of at least $1,000.00 on prior written notice to the
Lender.
This Note is secured by a pledge under a Pledge and Security Agreement
between the Borrower and the Lender of even date herewith (the "Pledge
Agreement"). If the value, based on the average closing sale price for the last
ten (10) trading days (the "Collateral Value"), of the stock pledged under the
Pledge Agreement is at any time less than two times the sum of the outstanding
principal amount plus interest accrued under this Note, the Borrower shall,
within ten (10) days of receipt of a written request from the Lender, pay an
amount sufficient to reduce the sum of the principal amount which remains
outstanding plus interest, so that the Collateral Value is not less than two
times such sum.
At the option of the holder, this Note shall become immediately due and
payable without notice or demand upon the occurrence at any time of any of the
following events of default: (1) the death of the Borrower; (2) failure by the
Borrower to pay in full and when due any amount of principal or interest when
due under the Note; (3) if the Borrower is no longer employed by either the
Lender, TransAct Technologies Incorporated or a consolidated subsidiary of
either of them; (4) a petition or application by or against the Borrower for the
appointment of a trustee or receiver of the estate or assets, or of any
substantial portion of the estate or assets of the Borrower; (5) the
commencement of any proceedings relating to the Borrower under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, and such proceedings shall not have been
dismissed within sixty (60) days thereafter; or (6) failure by the Borrower to
perform, observe or comply with any of the covenants, agreements, terms or
conditions set forth (i) in this Note (other than payment), (ii) in the Pledge
Agreement (including, but not limited to, Section 6 regarding maintenance of
adequate collateral), or (iii) in any other loan documents or instruments
executed in connection herewith, which failure continues without cure for thirty
(30) days.
Any payments received by the Lender on account of this Note prior to demand
shall be applied first to any costs, expenses or charges then owed to the Lender
by the Borrower, second to accrued and unpaid interest, and third to the unpaid
principal balance hereof. Any payments so received after demand shall be applied
in such manner as the Lender may determine.
Any and all cash, securities, instruments or other property at any time due
to the Borrower from the Lender shall at all times constitute security for all
of the liabilities and obligations of the Borrower to the Lender under this Note
or the Pledge Agreement and may be applied or set-off against such liabilities
and obligations, at any time, whether or not such are then due, whether or not
demand has been made and whether or not other collateral is then available to
the Lender.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Borrower and every other maker and every endorser or guarantor of this Note,
regardless of the time, order or place of signing, waives presentment, demand,
protest and notices of every kind and assents to any extension or postponement
of the time of payment or any other indulgence, to any substitution, exchange or
release of collateral, and to the addition or release of any other party or
person primarily or secondarily liable.
The Borrower, and each endorser and guarantor of this Note, shall
indemnify, defend, and hold the Lender and its directors, officers, employees,
agents and attorneys harmless against any claim brought or threatened against
the Lender by the Borrower, by any endorser or guarantor, or by any other person
(as well as from reasonable attorneys' fees and expenses in connection
therewith) on account of the Lender's relationship with the Borrower or any
endorser or guarantor hereof (each of which may be defended, compromised,
settled or pursued by the Lender with counsel of the Lender's selection, but at
the expense of the Borrower and any endorser and/or guarantor).
The Borrower and each endorser and guarantor of this Note agree to pay,
upon demand, costs of collection of the principal of and interest on this Note,
including without limitation reasonable attorneys' fees. Upon default, interest
shall accrue at a rate per annum equal to eighteen (18%) percent. If any payment
due under this Note is unpaid for ten (10) days or more after the due date
thereof, the Borrower shall pay, in addition to any other sums due under this
Note (and without limiting the holder's other remedies on account thereof), a
late charge equal to five (5%) percent of the amount of such payment.
This Note shall be binding upon the Borrower and each endorser and
guarantor hereof and upon their respective heirs, successors, assigns, and
representatives, and shall inure to the benefit of the Lender and its
successors, endorsees, and assigns.
A photographic or other reproduction of this Note may be made by the
Lender, and any such reproduction shall be admissible in evidence with the same
effect of the original itself in any judicial or administrative proceeding
whether or not the original is in existence.
This Note is delivered to the Lender at its office in Connecticut, shall be
governed by the laws of Connecticut, and shall take effect as a sealed
instrument.
Borrower, and each endorser and guarantor of this Note each irrevocably
submits to the non-exclusive jurisdiction of any federal or state court sitting
in Connecticut over any suit, action or proceeding arising out of or relating to
this Agreement. Each Borrower, endorser or guarantor, irrevocably waives, to the
fullest extent it may effectively do so under applicable law, any objection it
may have or hereafter have to the laying of the venue of any such suit, action
or proceeding brought in any such court and any claim that the same has been
brought in an inconvenient forum. Each Borrower, endorser or guarantor
irrevocably appoints the Secretary of State of Connecticut as its authorized
agent to accept and acknowledge on its behalf any and all process which may be
served in any such suit, action or proceeding, consents to such process being
served either (i) by mailing a copy thereof by registered or certified mail,
postage prepaid, return receipt requested, to such Borrower's, endorser's or
guarantor's address shown below or as notified to the Lender and (ii) by serving
the same upon such agent and agrees that such service shall in every respect be
deemed effective service upon such Borrower, endorser or guarantor.
EACH BORROWER, ENDORSER AND GUARANTOR AND LENDER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL
COUNSEL, WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING IN CONNECTION WITH THIS NOTE, THE OBLIGATIONS, IN ALL MATTERS
CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EACH
BORROWER, ENDORSER AND GUARANTOR CERTIFIES THAT NEITHER THE LENDER NOR ANY OF
ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE LENDER WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING, SEEK TO ENFORCE
THIS WAIVER OF RIGHT TO TRIAL BY JURY.
THIS LOAN IS PAYABLE IN FULL AT MATURITY. BORROWER MUST REPAY THE ENTIRE
PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE.
EXECUTED as an instrument under seal as of the day first written above.
WITNESS: /s/George T. Crandall BORROWER: /s/ Seth M. Lukash
George T. Crandall Seth M. Lukash
<PAGE>
EXHIBIT 2
PLEDGE AND SECURITY AGREEMENT
This Pledge and Security Agreement (the "Agreement") dated as of this 14th
day of March 1997, between Seth M. Lukash, with a residence at 404 Harvest
Commons, Westport, CT 06880 (the "Pledgor") and Tridex Corporation, a
Connecticut corporation with an executive office at 61 Wilton Road, Westport, CT
06880 (the "Pledgee").
For value received, to induce Pledgee to make a certain loan of $801,375.00
(the "Loan") to the Pledgor and to secure the payment of a certain Term Note
(the "Note") of even date herewith evidencing the Loan in the original principal
amount of $801,375.00, and to secure ful1 payment and performance of all
covenants and agreements of the Pledgor under the Note and any other documents
executed in conjunction with the Loan (the "Loan Documents"), and for other good
and valuable consideration, the receipt and delivery of which is hereby
acknowledged, Pledgor hereby assigns, transfers, delivers, and pledges to the
Pledgee, and hereby grants to the Pledgee, a continuing security interest in any
and all of the Pledgor's present and future right, title and interest in the
shares of common stock of Pledgee, as more particularly described in Exhibit A
(the "Stock"), together with all accounts, contract rights, general intangibles
and any and all other rights to receive sums of money or benefits therefrom,
whether denominated fees, interest, dividends, reimbursements, advances or
otherwise, and any and all cash dividends, stock dividends, distributions and
proceeds of the same derived therefrom and any and all personal property
purchased with the cash proceeds thereof (collectively, the "Collateral"). After
an Event of Default (as hereinafter defined), the Pledgee may transfer the
Collateral into its name or that of its nominee and may receive the income and
any distribution thereon and hold the same as security for the full payment and
performance of obligations due and owing under the Loan and the Note (the
"Obligations").
This Agreement shall terminate and the Collateral be returned to Pledgor
upon the satisfaction of all obligations under the Note.
Pledgor shall deliver to Pledgee any amendments to this Agreement or to the
foregoing or additional security instruments executed in connection therewith or
required to protect the Pledgee's security interest therein.
The occurrence of any one or more of the following events shall be an event
of default (an "Event of Default") hereunder: (i) the death of the Pledgor; (ii)
an event of default in the payment or performance of any of the Obligations;
(iii) the occurrence of any event or default under or breach by the Pledgor of
any term or condition hereunder or under the Obligations or any other agreement
securing the Obligations or related hereto between the Pledgee and the Pledgor;
(iv) the Pledgor making any representation or warranty or furnishing any writing
in connection with or pursuant to the Obligations that is false in any material
respect with respect to the Pledgor on the date as of which made and has not
been cured; (v) an assignment by the Pledgor for the benefit of creditors; (vi)
a petition or application by the Pledgor to any tribunal for the appointment of
a trustee or receiver of the estate or assets or of any substantial portion of
the estate or assets of the Pledgor, or commencement of any proceedings relating
to the Pledgor under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect; or (vii) such a petition or application
being filed or any such proceedings are commenced against the Pledgor and the
Pledgor by any act indicates its approval thereof, consent thereto, or
acquiescence therein, or any order is entered appointing any such trustee or
receiver, or declaring the Pledgor bankrupt or insolvent, or approving the
petition in any such proceedings, but only if not dismissed within sixty (60)
days of filing (an "Event of Default").
Upon the occurrence of an Event of Default under this Agreement, without
any demand or notice, except as may be required by applicable law, the Pledgee
may declare all obligations secured hereby immediately due and payable and
Pledgee may set-off the Collateral against the Obligations, sell or otherwise
dispose of and deal with any or all of the Collateral and may exercise any and
all rights and remedies accorded to it by Article 9 of the Connecticut Uniform
Commercial Code, as amended from time to time, or otherwise accorded by law, all
as the Pledgee or any authorized person acting for it may determine, including,
without limitation of the foregoing, bidding and/or becoming purchaser at any
public sale, free from any right of redemption, which the Pledgor hereby waives
and releases, and no purchaser shall be responsible for the application of the
purchase money. Without limiting the Pledgee's right to dispose of the
Collateral in any other commercially reasonable manner, Pledgor further agrees
that a sale at public auction, if required by law or otherwise elected by
Pledgor, would be a commercially reasonable sale. The Pledgor agrees that five
(5) days' notice of such sale will be deemed reasonable, if any is required.
Prior to any Event of Default, the Pledgor shall be entitled to exercise
all voting powers pertaining to the Collateral for all purposes, but in a manner
which is not inconsistent with the provisions of this Agreement or any other
agreement, instrument or document evidencing or relating to any Obligation, and
the Pledgee shall execute or cause to be executed from time to time, at the
expense of the Pledgor, such proxies or other instruments as shall be reasonably
requested in writing by the Pledgor to enable the Pledgor to exercise such
voting power.
If upon the dissolution or liquidation (in whole or in part) of the issuer
of any Collateral, any sum is paid as a liquidating dividend or otherwise on or
with respect to any Collateral, or if any sum is paid on account of the
principal of any Collateral, such sum shall be paid to the Pledgee to be held by
it as Collateral hereunder or applied to Obligations whether or not due, in such
order and in such amounts as the Pledgee may elect. If any stock dividend is
declared on any Collateral or any shares of stock or fractions thereof are
issued pursuant to any so-called "stock split" involving any Collateral, or if
any distribution of capital is made on any Collateral or if any shares of stock,
obligations or other property are distributed on or with respect to the
Collateral (including, but not limited to the distribution of shares of common
stock of TransAct Technologies Incorporated scheduled for March 31, 1997),
whether on account of recapitalization, bankruptcy, reorganization, merger or
consolidation of the issuer, or otherwise, the shares of stock, obligations or
other property so distributed shall be delivered to the Pledgee to be held by it
as Collateral hereunder, and all of the foregoing which are securities or
instruments shall constitute Collateral for all purposes hereof. All securities
or other property so distributed shall be paid or delivered to the Pledgee to be
held or applied by the Pledgee as Collateral or to be applied to the Obligations
when due, in such order and in such amounts as the Pledgee may elect.
Upon and after an Event of Default (unless the same is previously cured),
the Pledgee shall be entitled to receive and retain as Collateral hereunder or
apply to any Obligations any and all dividends and interest at any time declared
or paid on the Collateral.
All payments, shares of stock and other property referred to herein, if
received by the Pledgor, shall be delivered by the Pledgor to the Pledgee,
immediately upon receipt thereof by the Pledgor (duly endorsed or assigned to
the Pledgee as appropriate) in the identical form received by the Pledgor.
The Pledgee in its sole discretion may apply any and all proceeds of the
Collateral, however arising, and other amounts collected or received in the
exercise of its rights hereunder to the Obligations, when due, and may exercise
said rights without regard to the existence of any other security for any of the
Obligations. Except as otherwise provided herein, all monies that the Pledgee
shall receive, in accordance with the provisions hereof whether by sale of the
Collateral or otherwise, shall be applied in the following manner: first, to the
payment of all costs and expenses incurred in connection with the administration
and enforcement of, or the preservation of any rights under, this Agreement or
any of the reasonable expenses and disbursements of the Pledgee (including,
without limitation, the fees and disbursements of its counsel and agents); and
second, to the payment of all Obligations.
The Pledgee at its option, upon an Event of Default, may, but shall have no
obligation to do so, demand, sue for, collect, or make any compromise or
settlement it deems desirable, with reference to the Collateral. The Pledgee
shall have no duty as to collection or protection of any Collateral or any
income or distribution thereon nor as to the preservation of any rights
including, without limitation, rights against prior parties, beyond reasonable
safekeeping of the Collateral in its actual possession.
Except for notice as provided in the Loan Documents, the Pledgor hereby
waives notice of any and all advances, extensions or renewals, and of any Event
of Default herein, as well as presentment, demand, notice, and protest as to any
and all Obligations including without limitation all obligations of the Pledgor
hereunder; and the Pledgor agrees that any Collateral may be exchanged or
surrendered from time to time without notice to or further assent from the
Pledgor and without in any manner releasing the Pledgee's rights in any other
Collateral and the Pledgor hereby waives all suretyship defenses generally.
No delay or omission by Pledgee in exercising or enforcing any of its
rights, powers, privileges, remedies, immunities or discretions hereunder (all
of which are hereinafter collectively referred to as the "Pledgee's rights and
remedies") shall constitute a waiver thereof; and no waiver by the Pledgee of
any Event of Default shall operate as a waiver of any other Event of Default. No
term or provisions hereof shall be waived, altered or modified except with the
prior written consent of the Pledgee, which consent makes explicit reference to
this Agreement. Except as provided in the preceding sentence, no other agreement
or transaction of whatsoever nature, entered into between the Pledgee and the
Pledgor at any time (whether before, during or after the effective date or term
of this Agreement), shall be construed in any particular manner as a waiver,
modification or limitation of any of the Pledgee's rights and remedies under
this Agreement (nor shall anything in this Agreement be construed as a waiver,
modification or limitation of any of the Pledgee's rights and remedies under any
such other agreement or transaction), but all of the Pledgee's rights and
remedies not only under the provisions of this Agreement but also of any such
other agreement or transaction shall be cumulative and not alternative or
exclusive, and may be exercised by the Pledgee at such time or times and in such
order of preference as the Pledgee in its sole discretion may determine.
The disposition by the Pledgee of the Collateral in exercising Pledgee's
rights and remedies following the occurrence of an Event of Default shall convey
to the Pledgee's transferee (or, if the Pledgee retains the Collateral in
satisfaction of the obligations, to the Pledgee) all of Pledgee's rights in and
to the Collateral. Nothing in this paragraph shall be construed to relieve
Pledgor of any contractual undertaking Pledgor may have entered into with the
Pledgee hereunder or under any other agreement.
If any provisions of this Agreement or portion of such provisions or the
application thereof to any person or circumstance shall to any extent be held
invalid or unenforceable, the remainder of this Agreement (or in the remainder
of such provision) and the application thereof to other persons or circumstances
shall not be affected thereby.
This Agreement shall create a continuing security interest in the
Collateral and be binding upon and inure to the benefit of the Pledgor and the
respective heirs, executors, administrators, legal representatives, successors
and assigns of the Pledgor and shall remain in full force and effect and the
Pledgee shall be entitled to rely thereon, until the Obligations are fully
performed and satisfied. Notwithstanding any such termination, the Pledgee shall
have a security interest in all Collateral to secure the payment and performance
of Obligations arising after such termination as a result of commitments or
undertakings made or entered into by the Pledgee prior to such termination. The
Pledgee may transfer and assign this Agreement and deliver the Collateral to the
assignee, who shall thereupon have all of the rights of the Pledgee; and the
Pledgee shall then be relieved and discharged of any responsibility or liability
with respect to this Agreement and the Collateral.
Any notice to the Pledgor under this Agreement shall be sufficient if
mailed to the Pledgee by certified or registered mail return receipt requested,
addressed to the mailing address specified above and shall be effective five (5)
days after receipt by the Pledgor.
The Pledgor hereby agrees, at its own expense, to execute and deliver, from
time to time, any and all further, or other, instruments, and to perform such
acts, as the Pledgee may reasonably request to effect the purposes of this
Agreement and to secure to the Pledgee the benefits of all rights, authorities
and remedies conferred upon the Pledgee by the terms of this Agreement. In the
event that at any time hereafter, due to any change in circumstances, including
without limitation, any change in any applicable law, or any decision hereafter
made by a court construing any applicable law, it is, in the opinion of counsel
for the Pledgee, necessary or desirable to file or record this Agreement or any
financing statement or other instrument of document respecting this Agreement or
the pledge made hereunder, the Pledgor agrees to pay all fees, costs and
expenses of such recording or filing and to execute and deliver any instruments
that may be necessary or appropriate to make such filing or recording effective.
The Pledgee shall have the right to file any such financing statements without
the signature of the Pledgor to the extent permitted by applicable law.
The Pledgee is hereby appointed the attorney-in-fact of the Pledgor for the
purpose of carrying out the provisions hereof and taking any action and
executing any instruments which the Pledgee may deem necessary or advisable to
accomplish the purposes hereof which appointment as attorney-in-fact is
irrevocable and coupled with an interest. Without limiting the generality of the
foregoing, if any Event of Default shall have occurred, the Pledgee shall have
the right and power to receive, endorse and collect all checks made payable to
the order of the Pledgor representing any distribution in respect of the
Collateral or any part thereof and to give full discharge for the same.
Pledgor further warrants, represents, covenants and agrees:
1. Pledgor is the sole legal and equitable owner of the Collateral, free
and clear of all liens, encumbrances, pledges and security interests
of every kind and nature except as disclosed in writing to Pledgee
prior to the date of execution of this Agreement and has full power
and authority to execute this Agreement and make the pledge herein
provided, and Pledgor warrants and covenants and agrees to defend the
Pledgee's rights, title and interest in and to the Collateral against
the claims and demands of all persons and entities.
2. Notwithstanding anything to the contrary contained herein, any
dividend (whether in cash, in stock or in kind), distribution or other
proceeds issued on or with respect to the Collateral will be forthwith
delivered to the Pledgee and may be applied by Pledgee to the
Obligations, upon an Event of Default hereunder. The Pledgor shall
instruct any registrar or transfer agent of the company issuing any
shares included in the Collateral to deliver such dividends,
distributions or other proceeds in any form directly to the Pledgee.
3. So long as this Agreement is in effect, Pledgor shall not, in its
capacity as owner of the Collateral or otherwise, pledge, endorse,
transfer, sell or otherwise dispose of, or grant any option with
respect to, any of the Collateral or create or permit to exist any
lien, security interest, or other charge or encumbrance upon or with
respect to any of the Collateral, except for the security interest
described in this Agreement.
4. The security interest described in this Agreement represents a valid
first lien on and security interest in the Collateral, superior and
prior to the rights of all other persons or entities and has been duly
authorized by all necessary actions, authorizations or approvals by
the appropriate parties, if any.
5. The Pledgor shall deliver to the Pledgee all certificates or
instruments representing or evidencing Collateral in suitable form for
transfer or delivery, accompanied by duly-executed instruments of
transfer or assignment, with a medallion guarantee of the Pledgor's
signature reasonably acceptable to the Pledgee. The Pledgee shall have
the right, in its discretion at any time or times, to transfer to or
register in the name of the Pledgee or its nominee any or all
Collateral not so transferred or registered as provided above.
6. Pledgor further covenants and agrees to pledge to Pledgee replacement
collateral of equal or greater value to the Stock upon thirty (30)
days' written notice from Pledgee which notice Pledgee shall be
entitled to give in the event that Pledgee becomes aware of (i) its
inability to exercise its rights against the Stock without having to
comply with regulatory acts; or (2) any impairment to the value of the
Stock which causes the value of the Stock (based on the average
closing sale price for the last ten (10) trading days) to be less than
two times the amount of the Obligations.
This Agreement is intended to take effect as a sealed instrument, and all
transactions hereunder or pursuant hereto shall be governed as to
interpretation, validity, effect, rights, duties and remedies of the parties
hereinafter and in all other respects by the domestic laws of the State of
Connecticut. THE PLEDGOR, AND EACH ENDORSER OF THIS AGREEMENT, SUBMIT TO THE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN CONNECTICUT WITH RESPECT
TO THIS AGREEMENT AND ANY COLLATERAL GIVEN TO SECURE THEIR RESPECTIVE
OBLIGATIONS TO THE PLEDGEE, OR THEIR RESPECTIVE RELATIONSHIPS WITH THE PLEDGEE
AND EXPRESSLY WAIVE ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN SUCH
COURTS. THE PLEDGOR HEREBY KNOWINGLY AND INTENTIONALLY WAIVES THE RIGHT IT MAY
HAVE TO TRIAL BY JURY IN ANY LITIGATION BASED HEREIN, OR ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENT TO BE EXECUTED IN CONNECTION
HEREWITH, OR OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER WRITTEN OR ORAL)
OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
PLEDGEE TO MAKE THE LOAN.
Executed as an agreement under seal this 14th day of March 1997.
TRIDEX CORPORATION
/s/ George T. Crandall
By: George T. Crandall
Its: Vice President and Treasurer
Pledgor: /s/ Seth M. Lukash
STATE OF
COUNTY OF
On this day of March 14, 1997 before me personally appeared Seth M. Lukash,
to me known to be the person described in and who executed the foregoing
instrument, and acknowledged that he executed the same as his free act and deed.
Notary Public: Maureen Kmetz My commission expires: 2/98
<PAGE>
EXHIBIT A
105,000 shares of the Common Stock, without par value, of Tridex
Corporation, issued or to be issued upon the exercise of certain stock options
by the Pledgee funded, all or in part, by the Loan secured by this Pledge and
Security Agreement.
