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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) MAY 15, 1996
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LABARGE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-5761 73-0574586
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(State or other jurisidiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
707 NORTH SECOND STREET, ST. LOUIS, MISSOURI 63178
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 231-5960
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LABARGE, INC.
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 15, 1996, LaBarge/STC, Inc. (the "Company"), a wholly owned
subsidiary of the Registrant, completed the acquisition of the assets of Sorep
Technology Corporation ("Sorep") and assumed approximately $400,000.00 of
Sorep's liabilities. The purchase included substantially all of the assets of
Sorep's leased hybrid circuit and electronic assembly manufacturing facility
located in Houston, Texas. In addition, the Company entered into a lease with
Schlumberger Technology Corporation for Sorep's manufacturing facility
premises. For its fiscal year ended December 31, 1995, Sorep's revenues and
operating income approximated $6 million and $900,000 respectively.
The Company intends to continue the business formerly operated by Sorep --
the business of manufacturing and selling custom hybrid circuits and high
temperature electronic assemblies used in oil and gas exploration, drilling and
production.
At closing, the Company paid $1.6 million in cash to Sorep. The purchase
price is subject to post-closing adjustments based on the closing date balance
sheet of Sorep; the Company currently estimates the aggregate purchase price
will approximate $2.75 million. The purchase price was determined by arms'
length negotiations between the parties. Funds for the acquisition were
contributed by the Registrant to the Company from the Registrant's available
cash and borrowings under its existing line of credit with Sanwa Business
Credit Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
At present, it is impractical for the Company to provide required
financial statements for the acquired business, but such financial statements
will be filed by an amendment to this report within 60 days after the time for
filing this report.
(b) Pro forma financial information.
At present, it is impractical for the Company to provide required pro
forma financial information relative to the acquired business, but such
financial information will be filed by an amendment to this report within 60
days after the time for filing this report.
(c) Exhibits.
10.i Asset Purchase Agreement dated May 15, 1996, excluding exhibits
and schedules referred to in said agreement.
99. Registrant's Press Release issued May 16, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
LABARGE, INC.
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Date May 28, 1996 By: Craig E. LaBarge
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Craig E. LaBarge
President
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ASSET PURCHASE AGREEMENT
between
LABARGE, INC.
and
SOREP TECHNOLOGY CORPORATION
and
THE SHAREHOLDERS OF
SOREP TECHNOLOGY CORPORATION
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TABLE OF CONTENTS
<TABLE>
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SUMMARY OF TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I - SALE OF ASSETS AND TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . 1
1.01 Assets Being Sold (the "Purchased Assets") . . . . . . . . . . . . . . . 1
(a) Real Property Leases . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) Furniture, Machinery and Equipment . . . . . . . . . . . . . . . . . 1
(c) Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(d) Contracts and Commitments . . . . . . . . . . . . . . . . . . . . . . 1
(e) Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(f) Governmental Licenses, Permits and Authorizations . . . . . . . . . . 2
(g) Accounts and Notes Receivable . . . . . . . . . . . . . . . . . . . . 2
(h) Deposits, Credits and Prepaid Expenses . . . . . . . . . . . . . . . 2
(i) Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(j) Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(k) Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.01A Assets Excluded from Sale . . . . . . . . . . . . . . . . . . . . . . 2
1.02 Assumed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Accounts Payable . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Uncompleted Contracts . . . . . . . . . . . . . . . . . . . . . . . . 3
(c) Accrued Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.03 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Cash Payment . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Adjustment Payment . . . . . . . . . . . . . . . . . . . . . . . 4
1.04 Purchase Price Adjustment . . . . . . . . . . . . . . . . . . . . . . 4
1.05 Absolute Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.06 Other Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.07 Bulk Sales Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE II - RELATED AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.01 Lease Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.02 Technology Agreement . . . . . . . . . . . . . . . . . . . . . . . . 6
2.03 Discount Pricing Agreement . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
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<TABLE>
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ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . 7
3.01 Organization and Good Standing . . . . . . . . . . . . . . . . . . . 7
3.02 Authorization, Compliance with Other Instruments and Law . . . . . . 7
3.03 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 8
3.04 Absence of Certain Changes and Events . . . . . . . . . . . . . . . . 8
3.05 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.06 Material Contracts and Commitments . . . . . . . . . . . . . . . . . 10
3.07 Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.08 Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.09 Licenses, Permits and Authorizations . . . . . . . . . . . . . . . . 11
3.10 Title to Purchased Assets . . . . . . . . . . . . . . . . . . . . . . 11
3.11 Proprietary Rights . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.12 Employee Benefit Plans; Labor Matters . . . . . . . . . . . . . . . . 11
3.13 Litigation and Other Claims . . . . . . . . . . . . . . . . . . . . . 13
3.14 No Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.15 Sufficiency of the Purchased Assets . . . . . . . . . . . . . . . . . 14
3.16 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . 14
3.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.18 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.19 Real Property Lease . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.20 Compliance of Purchased Assets with Law . . . . . . . . . . . . . . . 14
3.21 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . 15
3.22 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE IV - REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER . . . . . . . . . . 17
4.01 Organization and Good Standing . . . . . . . . . . . . . . . . . . . 17
4.02 Due Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.02 Financial Resources . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE V - THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.01 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . 17
5.02 Instruments of Transfer, Assumption of Liabilities, Etc . . . . . . . 18
5.03 Other Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.04 Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE VI - EMPLOYMENT WITH BUYER . . . . . . . . . . . . . . . . . . . . . . . . 20
6.01 Employment with Buyer . . . . . . . . . . . . . . . . . . . . . . . . 20
6.02 Accrued Vacation and Sick Pay Liability . . . . . . . . . . . . . . . 21
6.03 Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>
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<TABLE>
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ARTICLE VII - POST-CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . . 21
7.01 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.02 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.03 Commissions and Fees . . . . . . . . . . . . . . . . . . . . . . . . 21
7.04 Sales, Transfer and Use Taxes . . . . . . . . . . . . . . . . . . . . 21
7.05 Nondisclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.06 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) By Seller and the Shareholders . . . . . . . . . . . . . . . . . . . 22
(b) By Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(c) Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(d) Environmental Indemnification . . . . . . . . . . . . . . . . . . . . 23
7.07 Defense of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . 23
7.08 Use of Seller's Name . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE VIII - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.01 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.02 No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.03 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.04 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.05 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.06 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(a) To Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(b) To Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(c) To Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.07 Amendment and Modification . . . . . . . . . . . . . . . . . . . . . 27
8.08 Waiver of Compliance . . . . . . . . . . . . . . . . . . . . . . . . 27
8.09 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>
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<TABLE>
<CAPTION>
Page/Section
Schedule Description Reference
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1.01(a) Real Property Leases 1 [Section 1.01(a)]
1.01(b) Furniture, Machinery and 1 [Section 1.01(b)]
Equipment
1.01(c) Inventory 1 [Section 1.01(c)]
1.01(d) Material Contracts 2 [Section 1.01(d)]
1.01(f) Governmental Licenses,
Permits and Authorizations 2 [Section 1.01(f)]
1.01(g) Accounts and Notes Receivable 2 [Section 1.01(g)]
1.01(h) Deposits, Credits and Prepaid
Expenses 2 [Section 1.01(h)]
1.01(i) Intangible Assets 3 [Section 1.01(i)]
1.02(a) Accounts Payable 2 [Section 1.02(a)]
1.02(c) Accrued Liabilities 3 [Section 1.02(c)]
1.07 Other Contracts 5 [Section 1.07]
3.01 Jurisdictions 6 [Section 3.01]
3.04 Changes or Events 8 [Section 3.04]
3.04(e) Compensation Increases 8 [Section 3.04(e)]
3.05(d) Tax Returns 9 [Section 3.05(d)]
3.07 Backlog 10 [Section 3.07]
3.08 Customers 10 [Section 3.08]
3.09 Licenses, Permits and 10 [Section 3.09]
Authorizations
</TABLE>
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<TABLE>
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3.12 Employee Benefit Plans; 11 [Section 3.12]
Labor Matters
3.13 Litigation and Other Claims 13 [Section 3.13]
3.17 Insurance 13 [Section 3.17]
3.21 Environmental Matters 14 [Section 3.21]
6.01 Employees of Seller 20 [Section 6.01]
</TABLE>
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<TABLE>
<CAPTION>
Page/Section
Exhibit Description Reference
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A Accrued Liabilities 3 [Section 1.03(c)]
B Lease Agreement 6 [Section 2.01]
C Technology Agreement 6 [Section 2.02]
D Discount Pricing Agreement 6 [Section 2.03]
E Financial Statements 7 [Section 3.03]
</TABLE>
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ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made as of May 15, 1996 between LABARGE, INC., a
Delaware corporation ("Buyer"), SOREP TECHNOLOGY CORPORATION, a Texas
corporation ("Seller"), SCHLUMBERGER DELAWARE, INC., a Delaware corporation and
SOCIETE RENNAISE D'ELECTRONIQUE PROFESSIONNELLE, S.A., a French societe anonyme
(collectively, the "Shareholders").
SUMMARY OF TRANSACTION
Seller wishes to sell and Buyer wishes to purchase the business and
substantially all of the assets of Seller, subject to the liabilities of Seller
reflected on Seller's balance sheet.
To effect such transaction and in consideration of the mutual covenants,
representations, warranties and agreements hereinafter set forth, and intending
to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
SALE OF ASSETS AND TERMS OF PAYMENT
1.01 Assets Being Sold (the "Purchased Assets"). Seller agrees to sell
and Buyer agrees to purchase, at the Closing (as defined in Section 5.01
hereof), all of Seller's assets as they shall exist on the Closing Date (as
defined in Section 5.01 hereof), including without limitation the following
assets:
(a) Real Property Leases. All of the right, title and interest of
Seller in, to and under the leases (the "Real Property Leases") covering
Seller's leased premises in Houston, Texas, all of which are listed in
Schedule 1.01(a) hereto;
(b) Furniture, Machinery and Equipment. All the furniture, machinery,
transportation vehicles, plant, equipment (including, without limitation,
computer equipment), fixtures, leasehold improvements and other fixed
assets of Seller, substantially all of which as of December 31, 1995 are
listed in Schedule 1.01(b) hereto;
(c) Inventories. All inventories of Seller of any kind, including,
but not limited to, work-in-process, finished goods, supplies and raw
materials substantially all of which as of December 31, 1995 are listed on
Schedule 1.01(c) hereto; such schedule updated to the Closing Date will be
provided as soon as practicable after Closing;
(d) Contracts and Commitments. Subject to the provisions of Section
1.06 hereof, all of the right, title and interest of Seller in, to and
under all pending and executory contracts, agreements, licenses, leases,
commitments and understandings of Seller, including, without limitation,
those with respect to (v) contract workers and consultants, (w) customer
orders, (x) confidentiality and non- disclosure agreements,
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(y) the purchase of materials, supplies and services, and (z) those
Material Contracts as defined in Section 3.06 and listed in Schedule
1.01(d) hereto;
(e) Books and Records. Copies of all books and records material to
operating Seller's business, including but not limited to all sales and
credit records, advertising and sales material, literature, customer
lists, and copies of financial records, and personnel and payroll records
of Seller;
(f) Governmental Licenses, Permits and Authorizations. To the extent
assignable, all governmental licenses, permits and authorizations, if any,
related to the business of Seller, a complete list of which are set forth
in Schedule 1.01(f) hereto;
(g) Accounts and Notes Receivable. All of Seller's accounts
receivable and notes receivable all of which as of December 31, 1995 are
listed in Schedule 1.01(g) hereto (the "Purchased Receivables"); such
schedule, updated to the Closing Date, will be provided as soon as
practicable after Closing;
(h) Deposits, Credits and Prepaid Expenses. All of Seller's deposits,
credits, prepaid expenses and other current assets, all of which as of
December 31, 1995 are listed in Schedule 1.01(h) hereto;
(i) Intangible Assets. The business of Seller as a going concern and
the goodwill thereof and all intangible and intellectual property used in
connection with the business of Seller, including without limitation,
patents, trademarks, copyrighted works, tradenames, software and customer
information and lists substantially all of which are listed in Schedule
1.01(i) hereto; provided, however, that Buyer shall obtain no right to use
of the trade name "Sorep";
(j) Cash. Cash and cash equivalent items held by Seller as of the
Closing, including without limitation, certificates of deposit, time
deposits and marketable securities; and
(k) Other Assets. All other assets, properties, rights and businesses
of every kind and nature owned or held by Seller or in which Seller has an
interest on the Closing Date which are used in or related to the business
of Seller, known or unknown, fixed or unfixed, choate or inchoate,
accrued, absolute, contingent or otherwise, whether or not specifically
referred to in this Agreement.
1.01A Assets Excluded from Sale. Seller is retaining and not selling,
transferring, conveying or assigning to Buyer any of the following assets
("Excluded Assets"):
(a) the corporate seals, certificates of incorporation, minute books,
stock books, tax returns, tax preparation work papers or other records
having to do with the corporate organization of Seller;
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(b) the rights to any of Seller's claims for any federal, local or
foreign tax refunds with respect to taxable periods ending prior to the
Closing Date;
(c) Seller will be entitled to copies of all books of account of
Seller for periods prior to the Closing Date.
1.02 Assumed Liabilities. Buyer agrees to assume, perform and
discharge the following of Seller's liabilities (the "Assumed Liabilities")
which shall appear on the Closing Balance Sheet (as defined in Section 1.04
hereof) or shall be described on a separate schedule thereto:
(a) Accounts Payable. All of Seller's accounts payable as at the
Closing Date, substantially all of which as of December 31, 1995 are
listed on Schedule 1.02(a) hereto; such schedule updated to the Closing
Date will be provided as soon as practicable after Closing;
(b) Uncompleted Contracts. All of Seller's obligations with respect
to pending and executory contracts and commitments being purchased as
Purchased Assets; and
(c) Accrued Liabilities. Those of Seller's accrued liabilities which
are listed on Schedule 1.02(c) hereto, including, but not limited to, all
of Seller's accrued, current liabilities relating to compensation and
benefit amounts, excluding any employee contributions to Seller's employee
benefit plans, due but not paid employees as specified in Exhibit A
hereto. For purposes of clarity, where a liability has been accrued by
Seller, Buyer shall assume the entire liability, regardless of whether the
accrual proves to be sufficient upon final payment of obligations
associated with the liability.
Buyer shall not assume any liabilities or obligations of Seller except
those specifically identified as liabilities in the Closing Balance Sheet and
specifically assumed by Buyer pursuant to the provisions of this Section 1.02,
and Seller agrees to indemnify and hold harmless Buyer with respect to any such
non-assumed liabilities and obligations in the manner provided in Sections 7.06
through 7.08 hereof.
1.03 Purchase Price. Buyer, as consideration for the Purchased Assets,
agrees to pay an amount (the "Purchase Price") equal to $402,825 plus the
difference between the value of the Purchased Assets as reflected on the
Closing Balance Sheet and the amount of the Assumed Liabilities as reflected on
the Closing Balance Sheet (such difference referred to as the "Closing Net
Worth"). The Purchase Price will be paid as follows:
(a) Cash Payment. Cash in the amount of $1,600,000 will be paid at
Closing by wire transfer of immediately available funds to such bank
account as Seller shall designate;
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(b) Adjustment Payment. Cash in the amount of the balance of the
purchase price will be paid upon delivery of the Closing Statement; and
(c) Cash in an amount equal to the Deficit Payment, if any such
Deficit Payment is due pursuant to Section 1.04 will be paid as provided
in Section 1.4.
1.04 Purchase Price Adjustment. As soon as practicable, but in any
event not later than thirty (30) days after the Closing, Buyer shall cause to
be delivered to Seller (with Seller's reasonable assistance) a Closing Date
Statement of Purchased Assets and Assumed Liabilities (the "Closing
Statement"), which Closing Statement shall include, but not be limited to, the
following:
(a) a schedule of Seller's inventories as of the Closing Date,
prepared in a manner (including valuation) consistent with the manner in
which Schedule 1.01(c) was prepared, provided that such schedule will be
based upon a physical count of such inventories;
(b) a schedule of Seller's accounts receivable and notes receivable
as of the Closing Date, prepared in a manner (including valuation)
consistent with the manner in which Schedule 1.01(g) was prepared;
(c) a schedule of Seller's accounts payable as of the Closing Date,
prepared in a manner (including valuation) consistent with the manner in
which Schedule 1.02(a) was prepared; and
(d) A statement of income of Seller for the portion of Seller's
current fiscal year ended on, and a balance sheet of Seller as at, the
Closing Date (such balance sheet the "Closing Balance Sheet") prepared in
a manner consistent with Seller's balance sheet as of December 31, 1995
heretofore delivered to Buyer by Seller (the "December Balance Sheet"),
with inventories, accounts receivable and accounts payable reflected on
such Closing Balance Sheet taken from the schedules prepared pursuant to
Subsections 1.04(a), (b) and (c); provided, however, such Closing Balance
Sheet shall include a reasonable reserve for doubtful accounts.
Buyer and its accountants shall have the right to review the December
Balance Sheet and all financial data of Seller for the portion of Seller's
current fiscal year ended on the Closing Date for purposes of preparing the
Closing Statement, and in connection with such review, Buyer and its
accountants shall have the right to examine any books and records then in the
possession of Seller reasonably necessary to prepare the Closing Statement.
Buyer shall make available to Seller and its accountants its working papers
related to preparation of the Closing Statement.
Within 30 days after Seller receives the Closing Statement, Seller shall
give written notice to Buyer of any objections Seller has in respect of the
Closing Statement, which notice
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shall specify the basis for such objections. If Seller does not notify Buyer
of any objections within such period then Seller shall be deemed to have
accepted the Closing Statement which shall become final and binding on the
parties for purposes of this Section 1.04.
If Seller objects to the Closing Statement as provided above, then the
parties shall negotiate in good faith to resolve such objections and arrive at
an agreed upon Closing Statement. Any objections of Seller which have not been
resolved by the parties within 30 days after the delivery of Seller's
objections to Buyer shall be presented for resolution to such firm of certified
public accountants (the "Accountants") as shall be agreed upon by the parties
(or if no such agreement is reached, such firm as shall be jointly designated
for such purpose by the independent accountants of both parties). The
Accountants shall promptly resolve the disputed items in accordance with the
provisions of this Section 1.04 and the determinations of the Accountants in
respect thereof shall be final and binding upon the parties for purposes of
this Section 1.04.
As hereinafter used in this Agreement, the term "Closing Statement" shall
mean such statement in the form which becomes final and binding upon the
parties as hereinabove provided.
If, following the date on which the Closing Balance Sheet becomes final
and binding, the Purchase Price is determined to be greater than the amount of
cash previously paid to Seller by Buyer, Buyer shall within three (3) business
days of the date on which the Closing Balance Sheet becomes final and binding,
pay the remaining portion of the Purchase Price due to Seller (such payment
being the "Deficit Payment"). If, following the date on which the Closing
Balance Sheet becomes final and binding, the Purchase Price is determined to be
less than the amount of cash previously paid to Seller by Buyer, Seller shall
within three (3) business days of the date on which the Closing Balance Sheet
becomes final and binding, refund to Buyer the full amount of such overpayment.
1.05 Absolute Sale. Seller agrees that the sale, conveyance, transfer
and delivery of the Purchased Assets to Buyer shall be free and clear of all
title defects, liabilities, obligations, liens, encumbrances, charges and
claims of any kind, except any liabilities and obligations expressly assumed by
Buyer pursuant to Section 1.02 hereof.
1.06 Other Contracts. This Agreement shall not constitute an agreement
to assign or sublicense, as the case may be, any contracts, leases, licenses,
agreements, bids, quotations or arrangements (for purposes of this Section 1.06
collectively called "contracts") if such attempted assignment or sublicense,
without the consent of the other party thereto, is not permitted as a matter of
law or in accordance with the terms of the contracts or would constitute a
breach of the contracts or would in any way impair the rights of Seller or
Buyer thereunder. Seller will use its best efforts to obtain, or will assist
Buyer to obtain, such consents as may be necessary or appropriate to vest in
Buyer all of Seller's right, title and interest in all such contracts. If such
consent is not obtained or if an assignment, attempted assignment or sublicense
is not so permitted or would be ineffective or would impair Buyer's
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rights thereunder, Seller will cooperate with Buyer in any reasonable
arrangement designed to provide for Buyer the benefits under any such contracts
provided, however, that, except as disclosed on Schedule 1.06, Seller will
obtain consents to the assignment or sublicense of the contracts listed in
Schedule 1.06 hereto on or prior to the Closing Date.
1.07 Bulk Sales Laws. Seller and Buyer hereby waive compliance with
the provisions of any applicable bulk sales law; provided, however, that Seller
agrees to pay and discharge when due or to contest or litigate all claims of
creditors which are asserted against Buyer or the Purchased Assets (other than
the Assumed Liabilities) by reason of such noncompliance, to indemnify, defend
and hold harmless Buyer from and against any and all such claims in the manner
provided in Sections 7.06 and 7.07 hereof, and to take promptly all necessary
action to remove any lien or encumbrance which is placed on the Purchased
Assets by reason of such noncompliance.
ARTICLE II
RELATED AGREEMENTS
At the Closing, the following agreements (collectively, the "Related
Agreements") shall be executed and delivered:
2.01 Lease Agreement. A Lease Agreement between Schlumberger, Ltd. and
LaBarge/STC, Inc., a Texas corporation which is a wholly-owned subsidiary of
Buyer ("LaBarge/STC") in the form of Exhibit B hereto, leasing Seller's leased
premises to Buyer for a term of three years on terms substantially identical to
the terms on which such premises are currently leased to Seller.
2.02 Technical Support Agreement. A Technical Support Agreement
between Societe Rennaise d'Electronique Professionnelle, S.A. and LaBarge/STC
in the form of Exhibit C hereto.
2.03 Discount Pricing Agreement. A Discount Pricing Agreement between
LaBarge/STC and the Anadrill Division of Schlumberger Technology Corporation in
the form of Exhibit D hereto.
2.04 Other Agreements. Any and all other agreements and documents
necessary to consummate the transaction contemplated herein.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to, and covenants with, Buyer that:
3.01 Organization and Good Standing. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Texas, and has the corporate power and authority to own and operate its
properties and assets (including the Purchased Assets) and to conduct its
business as it is now being conducted. Seller is duly qualified to do business
in each jurisdiction listed on Schedule 3.01 hereto, and there are no other
jurisdictions where the nature of Seller's business or ownership of assets
requires such qualification. The Shareholders own all of the outstanding
shares of capital stock of Seller.
3.02 Authorization, Compliance with Other Instruments and Law. Seller
has full corporate power and authority to enter into this Agreement and the
other agreements and documents to be executed and delivered by it at Closing as
contemplated hereby (collectively, the "Closing Documents"), to consummate the
transactions contemplated hereby and thereby and to perform its obligations
hereunder and thereunder. The execution, delivery and performance of this
Agreement and the Closing Documents and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action on the part of Seller. This Agreement has been duly executed
and delivered by Seller, and is a valid and binding obligation of Seller
enforceable in accordance with its terms and the Closing Documents will, when
executed and delivered by Seller at Closing, constitute valid and binding
obligations of Seller enforceable against Seller in accordance with their
terms. The execution, delivery and performance of this Agreement and the
Closing Documents will not (i) conflict with or result in a breach or violation
of any provision of the Certificate of Incorporation or By-Laws of Seller or of
any order, writ, injunction, judgment, decree, law, statute, rule or regulation
to which Seller is a party or by which Seller or the Purchased Assets may be
bound or affected; or (ii) result in a default (or give rise to any right of
termination, cancellation or acceleration) or result in the creation of any
lien, encumbrance, security agreement, charge, pledge, equity or other claim or
right of any person in or to the Purchased Assets under the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, agreement or
other instrument or obligation to which Seller is a party or by which Seller or
the Purchased Assets may be bound. All necessary authorizations of the
transactions contemplated by this Agreement required to be obtained by Seller
from any Federal, state, local or foreign government or agency shall have been
obtained prior to the Closing, and any filings, notifications or disclosures
required by law or regulation of any such government or agency shall have been
made in such form as is acceptable as filed. Buyer shall cooperate with Seller
with respect to the aforesaid filings, notifications or disclosures to the
extent necessary to obtain said authorizations. Seller will deliver to Buyer
at the Closing true and complete copies of all resolutions of its shareholders
and board of directors by which the execution, delivery and performance of this
Agreement
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and the Closing Documents and the consummation of the transactions contemplated
hereby and thereby were authorized, certified by the Secretary of Seller as of
the Closing Date.
3.03 Financial Statements. Seller has previously furnished to Buyer
true and correct copies of (i) the December Balance Sheet; and (ii) the
statement of operations of Seller for the twelve months ended December 31, 1995
attached hereto as Exhibit E (collectively, the "Financial Statements"). The
December Balance Sheet presents fairly the financial position of Seller as of
the date thereof, and the related statement of operations included in the
Financial Statements presents fairly the results of operations of Seller for
the period then ended.
3.04 Absence of Certain Changes and Events. Except as otherwise
contemplated by this Agreement, between the date of the December Balance Sheet
and the Closing Date:
(a) the business of Seller has been conducted only in the ordinary
course and substantially in the manner that such business was heretofore
conducted, and there has not been, except in the ordinary course and
consistent with past practice:
(i) any purchase or other acquisition of property, any sale,
lease or other disposition of property, or any expenditure in excess
of $10,000 in the aggregate not disclosed on Schedule 3.04;
(ii) any incurrence of liability in excess of $10,000 not
disclosed on Schedule 3.04;
(iii) any encumbrance or consent to encumbrance of any property
or assets not disclosed on Schedule 3.04;
(b) Seller has not entered into any agreement or transaction which has
resulted or will result in a transfer of assets for other than arms length
value;
(c) there has not been any undisclosed change in the condition
(financial or otherwise), assets, liabilities, business, results of
operations, licenses, permits, franchises or affairs of Seller which has
or is likely to have a material adverse effect on the business, financial
condition or results of operations of Seller;
(d) there has not been damage, destruction or casualty loss materially
and adversely affecting the business, results of operations or financial
condition of Seller;
(e) there has not been (i) any increase in the rate or terms of
compensation payable or to become payable by Seller to its officers,
employees, except increases occurring in the ordinary course of business
in accordance with its customary practices or other increases set forth in
Schedule 3.04(e), (ii) any increase in the rate or terms of any bonus,
insurance, pension or other employee benefit plan, payment or
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arrangement made to, for or with any such officers, employees, except
increases occurring in the ordinary course of business in accordance with
its customary practices, or (iii) any execution of or commitment to any
new employment agreement or any modification of the terms of any existing
employment agreement to which Seller is a party;
(f) there has not been any entry into any agreement, commitment or
transaction (including, without limitation, any borrowing, capital lease,
capital expenditure or capital financing) by Seller except in the ordinary
course of business and consistent with the practices of Seller in the last
fiscal year and except as otherwise contemplated by Schedule 3.04;
(g) there has not been and will not have been any change by Seller in
accounting methods, principles or practices; and
(h) to the best of Seller's knowledge, there has not been and will not
have been any threatened or actual occurrence or development relating to
the business, operations, financial condition or affairs of Seller which
would materially and adversely affect the business, operations, financial
condition or affairs of Seller.
3.05 Tax Matters.
(a) There is no tax obligation of Seller which constitutes, or may in
the future constitute, a lien on the Purchased Assets, and, if any such
lien exists or arises in relation to events prior to the Closing, it will
be promptly discharged by Seller;
(b) Seller has filed all Tax Returns (as hereinafter defined) it was
required to file. All such Tax Returns were correct in all material
respects. All taxes owed by Seller (whether or not shown on any tax
return) have been, or will be, paid by the Closing Date. Seller is not
now, nor will it be at the time of Closing, a beneficiary of any extension
of time within which to file any Tax Return. To Seller's knowledge, no
claim has ever been made by an authority in a jurisdiction where Seller
does not file Tax Returns that it is or may be subject to taxation by that
jurisdiction. There are no liens, pledges, encumbrances or any other
security interests on any of the Purchased Assets that arose in connection
with any failure or alleged failure to pay any tax imposed on Seller;
(c) Seller has withheld and paid, and will continue to withhold and
pay through the Closing Date, all taxes required to be withheld and paid
in connection with amounts paid or owing to any employee, independent
contractor, creditor, stockholder, or other third party;
(d) Seller does not expect any authority to assess any additional
taxes for any period for which Tax Returns have been filed. There is no
dispute or claim
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concerning any tax liability of Seller either (i) claimed or raised by any
authority in writing or (ii) as to which the Seller has knowledge based
upon personal contact with any agent of such authority. Schedule 3.05(d)
lists all federal, state, local, and foreign income Tax Returns filed with
respect to the Seller for taxable periods ended on or after December 31,
1992, indicates those Tax Returns that have been audited, and indicates
those Tax Returns that currently are the subject of audit. Seller has
delivered to Buyer correct and complete copies of all federal income Tax
Returns, examination reports, and statements of deficiencies assessed
against or agreed to by Seller since January 1, 1993;
(e) The Seller has not waived any statute of limitations in respect of
taxes or agreed to any extension of time with respect to a tax assessment
or deficiency;
(f) Seller has disclosed on its federal income Tax Returns all
positions taken therein that could give rise to a substantial
understatement of federal income tax within the meaning of Internal
Revenue Code Section 6662. The Seller (i) is not a member of an
affiliated group filing a consolidated federal income Tax Return; (ii) is
not a party to any tax allocation or sharing agreement; and (iii) has no
liability for the taxes of any other person or entity; and
(g) For purposes of this Section 3.05, "Tax Return" shall mean any
return, declaration, report, claim for refund, or information return or
statement, including any schedule or attachment thereto, and any amendment
thereof, relating to any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes
under Internal Revenue Code Section 59 A), customs duties, capital stock,
franchise, profits, withholding, social security, unemployment,
disability, real property, personal property, sales, use, transfer,
registration, value added, alternative or add-on minimum, estimated, or
other tax of any kind whatsoever, including any interest, penalty, or
addition thereto, whether disputed or not.
3.06 Material Contracts and Commitments. Schedule 1.01(d) contains a
full and complete list, as of the date hereof, of all written contracts and
commitments of Seller involving aggregate obligations of Seller in excess of
$10,000 per contract or which have a remaining term, as of the date hereof, of
over six months ("Material Contracts"). Except as disclosed on Schedule
1.01(d), Seller is not in breach or violation of, or in default under, any of
the Material Contracts; and, except as specifically indicated in Schedule
1.01(d), the execution of this Agreement and the consummation of the
transactions contemplated hereby will not require any consent of any parties to
any of the Material Contracts. All of the contracts listed on Schedule 1.01(d)
are in full force and effect and have not been modified or amended in any
material respect, except as set forth on Schedule 1.01(d).
3.07 Backlog. The backlog of customer orders with respect to Seller as
of the Closing Date is detailed in Schedule 3.07 hereof.
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3.08 Customers. Attached as Schedule 3.08 is a list of (i) the
customers of Seller as of the Closing Date, (ii) aggregate sales volume to each
such customer during the year ended December 31, 1995 and the period from
January 1, 1996 to May 10, 1996, and (iii) customers with which Seller has
entered into written agreements with respect to future purchases.
3.09 Licenses, Permits and Authorizations. Seller has obtained, and
will as of the Closing continue to have, all approvals, authorizations,
consents, licenses, franchises, orders, certificates and other permits of, and
has made and will have made as of the Closing all filings with, each
governmental authority, whether foreign, Federal, state or local, which are
required for the ownership of the Purchased Assets or the conduct of Seller's
business as presently conducted. A complete list of all such approvals,
authorizations, consents, licenses, franchises, orders, certificates, permits
and filings is included in Schedule 3.09 hereto.
3.10 Title to Purchased Assets. Seller has good and marketable legal
title to the Purchased Assets and shall at the Closing deliver to Buyer good
and marketable legal title to the Purchased Assets free and clear of all title
defects, liabilities, obligations, liens, mortgages, security interests,
encumbrances, claims or similar adverse interests of any kind except for
Assumed Liabilities. All leases pursuant to which Seller leases any of the
Purchased Assets are valid and binding in accordance with their respective
terms and there are no defaults thereunder.
3.11 Proprietary Rights. Seller is not, by virtue of the conduct of
its business, infringing upon or making an unauthorized use of any proprietary
right or intellectual property right of any third party.
3.12 Employee Benefit Plans; Labor Matters.
(a) Except as set forth in Schedule 3.12 hereto, the Seller does not
maintain, administer or otherwise contribute to any "employee benefit
plan," as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), whether or not such plan is
subject to any of the provisions of ERISA, which covers any employee or
beneficiary of any employee, whether active or retired, of Seller (any
such plan being herein referred to as an "Employee Plan"). Except as set
forth in Schedule 3.12 hereto, none of such Employee Plans is intended to
be qualified under Section 401 of the Internal Revenue Code of 1986, as
from time to time amended (the "Code"). The Seller has no commitment to
create any additional Employee Plans and Seller has no legal obligation to
continue any existing Employee Plan, except for continuation coverage
under ERISA sections 601 through 609.
(b) True and complete copies of each Employee Plan, including all
amendments thereto and related trust or other funding agreements have been
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heretofore delivered to Buyer, together with a copy of the most recent
summary plan description and summary of material modifications of each
such plan.
(c) Except as set forth in Schedule 3.12, (i) the Seller is in
compliance in all material respects with all applicable laws respecting
employment and employment practices, terms and conditions of employment
and wages and hours, and is not engaged in any unfair labor practice; (ii)
there is no unfair labor practice complaint against the Seller pending
before the National Labor Relations Board or any other tribunal; (iii)
there is no labor strike, dispute, slowdown or stoppage actually pending
or, to the best of the Seller's knowledge, threatened against or affecting
the Seller; (iv) Seller's employees are not represented by any union or
other collective bargaining unit and the Seller has received no notice
that any representation or petition respecting its employees has been
filed with the National Labor Relations Board; (v) no grievance or any
arbitration proceeding arising out of or under any collective bargaining
agreements is pending against Seller; (vi) the Seller has not experienced
any strike or work stoppage or other industrial dispute involving its
employees in the past five years; (vii) the Seller has not engaged in any
unjust dismissals of employees; (viii) to Seller's knowledge, no current
or former employee of the Seller has any claim against the Seller on
account of or for overtime pay, other than overtime pay for the current
payroll period, vacation, time off or pay in lieu of vacation or time off,
other than that earned in respect of the current fiscal year, or any
violation of any law relating to minimum wages or maximum hours of work;
(ix) to Seller's knowledge, no person has any claim or basis for any
action against the Seller arising out of any law relating to
discrimination in employment or employment practices or occupational
safety and health standards; (x) the Seller has not received any notice
from any person alleging a violation of any law relating to discrimination
in employment or employment practices or occupational safety and health
standards; and (xi) the Seller does not have any liability under the
Worker Adjustment and Retraining Notification ("WARN") Act relating to the
closing of any of its facilities.
(d) With respect to each Employee Benefit Plan subject to Title IV of
ERISA, (i) no termination has occurred pursuant to which all liabilities
have not been satisfied in full, and no event has occurred and no
condition exists that could reasonably be expected to result in the Seller
or an ERISA Affiliate incurring a liability under Title IV of ERISA or
which could constitute grounds for terminating any pension plan of the
Seller or an ERISA Affiliate ("Pension Plan); (ii) each such Pension Plan
which is subject to Part 3 of Subtitle B of Title I of ERISA or Section
412 of the Internal Revenue Code of 1986, as amended (the "Code") has been
maintained in compliance with the minimum funding standards of ERISA and
the Code and no such Pension Plan has incurred any "accumulated funding
deficiency", as defined in Section 412 of the Code and Section 302 of
Title I of ERISA, whether or not waived; (iii) neither the Seller nor an
ERISA Affiliate has sought or received a waiver of its funding
requirements with respect to any Pension Plan and all contributions
payable with respect to any Pension Plan have been timely made; (iv) no
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reportable event, with the meaning of Section 4043 of Title IV of ERISA,
and no event described in Section 4062 or 4063 of Title IV of ERISA, has
occurred with respect to any Pension Plan; and (v) the aggregate of
accumulated benefit obligation of each Pension Plan subject to Title IV of
ERISA (as of the date of the most recent actuarial valuation prepared for
such Pension Plan) does not exceed the fair market value of the assets of
such Pension Plan as of the date of such valuation. "ERISA Affiliate"
means any corporation, entity or individual which has ever been (i) a
member of the same controlled group (within the meaning of sections 414(b)
of the Code or 4001 of Title IV of ERISA) as the Seller, (ii) under common
control (within the meaning of Sections 414(b) of the Code) with the
Seller, (iii) a member of an affiliated service group (within the meaning
of Section 414(m) of the Code) with the Seller, or (iv) required to be
aggregated with the Seller pursuant to section 414(o) of the Code or
regulations promulgated thereunder.
(e) Neither the Seller nor an ERISA Affiliate has incurred, nor has any
event occurred which has imposed or is reasonably likely to impose upon
the Seller, any ERISA Affiliate or the Buyer, any withdrawal liability
(complete or partial within the meanings of Sections 4203 or 4205 of Title
IV of ERISA, respectfully) in respect of any multiemployer plan (within
the meaning of sections 3(37) or 4001(a)(3) of Title IV of ERISA) (a
"Multiemployer Plan"), pursuant to which the Seller as an ERISA Affiliate
has an obligation to contribute, which withdrawal liability has not been
satisfied or discharged in full. Neither the Seller nor an ERISA
Affiliate has received notice to the effect that any Multiemployer Plan
has any unfunded vested benefits within the meaning of Section 4213(c) of
Title IV of ERISA. Neither the Seller nor an ERISA Affiliate has been
notified of any reorganization or insolvency under and within the meaning
of Sections 4241 or 4245 of Title IV of ERISA. Exhibit ___ sets forth a
description of each Multiemployer Plan to which the Seller or an ERISA
Affiliate has ever had an obligation to contribute.
3.13 Litigation and Other Claims. Except as described in Schedule
3.13, there are no actions, suits, arbitration proceedings, claims or
proceedings related to the business or assets of Seller pending or, to the
knowledge of Seller, threatened before any foreign, Federal, state, municipal
or other court, department, commission, arbitration panel, board, bureau,
agency, body or instrumentality against Seller or affecting the Purchased
Assets at law or in equity. Seller is not a party to or subject to the
provisions of any order, writ, injunction, decree or judgment of any court or
foreign, Federal, state, municipal or other governmental or administrative
body, department, commission, board, bureau or other agency or instrumentality
in connection with the ongoing operations of Seller. Seller is not engaged in
any arbitration nor has Seller submitted any disputed matter to an arbitrator
in connection with its ongoing operations.
3.14 No Adverse Change. Since the close of business on the date of the
December Balance Sheet, there has been no material adverse change in the
financial condition, results of operations, business or prospects of Seller.
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3.15 Sufficiency of the Purchased Assets. The Purchased Assets are all
of the assets used by Seller in its business as currently operated. All of the
tangible Purchased Assets are located at Seller's facility in Houston, Texas.
Neither Seller nor any of Seller's officers, directors or affiliates is a party
to any contract which is necessary in any material respect to conduct of
Seller's business other than contracts which will be assigned to Buyer at the
Closing which contracts are listed in Schedule 1.01(d) hereto.
3.16 Compliance with Laws. Neither the Purchased Assets nor the
operations of Seller's business, as conducted at the date hereof and as will be
conducted through the Closing, violate any applicable foreign, Federal, state
or local law, ordinance, rule or regulation.
3.17 Insurance. Seller maintains, and through the Closing will
maintain, adequate insurance insuring the Purchased Assets and the operations
of Seller's business. Valuations of Seller's properties for such insurance
purposes are set forth in Schedule 3.17 hereto; such policies are in full force
and effect, all premiums with respect thereto covering all periods up to and
including the Closing have been paid, and no notice of cancellation or
termination has been received with respect to any such policy which has not
been replaced on substantially similar terms prior to the date of such
cancellation or termination. The insurance policies to which the Seller is a
party are sufficient for compliance with minimum insurance requirements of
applicable laws and all agreements to which Seller is a party or by which
Seller is bound. In the three years preceding the date of this Agreement,
Seller has not been refused any insurance with respect to the Purchased Assets
or Seller's operations or had its coverage limited by any insurance carrier to
which it has applied for any such insurance or with which it has carried
insurance.
3.18 Accounts Receivable. All accounts, notes receivable and other
receivables (other than receivables collected since December 31, 1995)
reflected on the December Balance Sheet, and all accounts and notes receivable
arising from or otherwise relating to the business of Seller at the Closing
Date will be valid, genuine receivables arising out of or relating to business
transacted by Seller.
3.19 Real Property Leases. The Real Property Leases are valid and
binding upon the lessor and are in full force and effect. There are no
existing defaults by Seller under the Real Property Leases and no event has
occurred which (whether with or without notice, lapse of time, or both) would
constitute a default thereunder by Seller. Seller has delivered to Buyer a
true and complete copy of the Real Property Leases.
3.20 Compliance of Purchased Assets with Law. The Purchased Assets are
in conformity with all applicable laws, ordinances, rules and regulations.
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3.21 Environmental Matters.
(a) Except as set forth in Schedule 3.21 hereto, (i) Seller is in
compliance with all environmental laws, regulations, permits and orders
applicable to it at the time of Closing, and with all laws, regulations,
permits and orders governing or relating to asbestos removal and
abatement; (ii) Seller has not transported, stored, treated or disposed,
or allowed or arranged for any third parties to transport, store, treat or
dispose, of any Hazardous Substances or other waste to or at any location
other than a site lawfully permitted to receive such Hazardous Substances
or other waste for such purposes, or had performed, arranged for or
allowed by any method or procedure such transportation, storage, treatment
or disposal in contravention of any laws or regulations, nor has Seller
disposed, or allowed or arranged for any third parties to dispose,
Hazardous Substances or other waste upon the real property owned or leased
by Seller; (iii) there has not occurred, nor is there presently occurring,
a Release of any Hazardous Substance on, into or beneath the surface of
any parcel of real property owned or leased by Seller; (iv) Seller has not
transported or disposed, or allowed or arranged for any third parties to
transport or dispose, any Hazardous Substance or other waste to or at a
site which, pursuant to the U.S. Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA") or any
similar law, (A) has been placed on the National Priorities List or its
state equivalent, or (B) the Environmental Protection Agency or the
relevant state agency has proposed or is proposing to place on the
National Priorities List or its state equivalent; (v) Seller has not
received notice, and has no knowledge of any facts which could give rise
to any notice, that Seller is a potentially responsible party for a
Federal or state environmental cleanup site or for corrective action under
CERCLA or any other applicable law or regulation or notice of any other
Environmental Claim; (vi) Seller has not received any written or oral
request for information in connection with any Federal or state
environmental cleanup site and has not undertaken (or been requested to
undertake) any response or remedial actions or cleanup actions of any kind
at the request of any Federal, state or local governmental entity, or at
the request of any other person or entity; (vii) there are no laws,
regulations, ordinances, licenses, permits or orders relating to
environmental or worker safety matters requiring, as of the date of this
Agreement, any work, repairs, construction or capital expenditures with
respect to the assets or properties of Seller; and (viii) Schedule 3.21
identifies (w) all environmental audits, assessments or occupational
health studies undertaken by Seller or its agents or by any governmental
agencies with respect to the operations or properties of Seller; (x) the
results of any ground water, soil, air or asbestos monitoring undertaken
with respect to any real property owned or leased by Seller; (y) all
written communications of Seller with environmental agencies; and (z) all
citations issued with respect to Seller under the Occupational Safety and
Health Act (29 U.S.C. Sections 651 et seq.).
(b) For the purposes of this Agreement, "Environmental Claim" shall
mean any demand, claim, governmental notice or threat of litigation or the
actual institution
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of any action, suit or proceeding at any time by a person which asserts
that an Environmental Condition constitutes a violation of or otherwise
gives rise to a legally mandated liability or obligation under any
statute, ordinance, regulation, or other governmental requirement or the
common law, including, without limitation, any such statute, ordinance,
regulation, or other governmental requirement relating to the emission,
discharge, or release of any Hazardous Substance into the environment or
the generation, treatment, storage, transportation, or disposal of any
Hazardous Substance. "Environmental Condition" shall mean the presence on
the Closing Date, whether discovered or undiscovered on the Closing Date,
in surface water, ground water, drinking water supply, land surface,
subsurface strata or ambient air of any pollutant, contaminant, industrial
solid waste or Hazardous Substance arising out of or otherwise related to
the operations or other activities of Seller, or of any predecessor in
interest or line of business to Seller, conducted or undertaken prior to
the Closing Date. "Hazardous Substance" shall mean any substance defined
in the manner set forth in Section 101(14) of CERCLA and shall include any
additional substances designated under Section 102(a) thereof. "Release"
shall mean releasing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing
into the environment.
(c) Buyer shall provide notice to Seller of Environmental Claims as
soon as possible but not later than thirty days after Buyer receives
notice of such Environmental Claims. Seller retains the sole right to
manage any Environmental Claim in a manner which is reasonable under all
the circumstances (including not interfering with Buyer's business or
exposing Buyer to any penalties) and Buyer shall not take any action to
accelerate the timing of an Environmental Claim.
3.22 Full Disclosure. All information furnished to Buyer in accordance
herewith is, and as of the Closing shall be, correct and complete in all
respects. No representation or warranty of Seller and no information, Schedule
or certificate furnished or to be furnished by or on behalf of Seller to Buyer,
its affiliates or its agents pursuant to or in connection with this Agreement
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary in order to make the statement
contained herein or therein not misleading.
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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
Buyer hereby represents and warrants to, and covenants with, Seller that:
4.01 Organization and Good Standing. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.
4.02 Due Authorization. The execution, delivery and performance of
this Agreement, the Related Agreements and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Buyer. This Agreement has been duly executed
and delivered by Buyer, and is a valid and binding obligation of Buyer
enforceable against Buyer in accordance with its terms. The execution,
delivery and performance of this Agreement will not result in a violation of
any provision of the Certificate of Incorporation or By-Laws of Buyer, or of
any material contract by which it is bound, or of any judgment or decree to
which it is a party or by which it is bound. All necessary authorizations of
the transactions contemplated by this Agreement required to be obtained by
Buyer from any Federal, state, local or foreign government or agency shall have
been obtained prior to the Closing, and any filings, notifications or
disclosures required by law or regulations of such government or agency shall
have been made in such form as is acceptable as filed. Seller shall cooperate
with Buyer with respect to the aforesaid filings, notifications or disclosures
to the extent necessary to obtain said authorizations. Buyer will deliver to
Seller at the Closing true and complete copies of all resolutions of its board
of directors by which the execution, delivery and performance of this Agreement
and consummation of the transactions contemplated hereby were authorized,
certified by the Secretary or Assistant Secretary of Buyer.
4.02 Financial Resources. Buyer has, as of the date hereof, and will
have on the Closing Date, cash on hand, investments and financing commitments
from banks the commercial paper of which is rated "A-1" or higher by Standard &
Poor's (or an equivalent rating from Moody's Investor Service) in an aggregate
amount sufficient to pay when due the Purchase Price (as it may be adjusted in
accordance with Section 1.04 hereof.
ARTICLE V
THE CLOSING
5.01 Time and Place of Closing. Upon the terms and subject to the
satisfaction or waiver of the conditions in this Agreement, the Closing of the
transactions contemplated hereby (the "Closing") shall take place on May 15,
1996 effective as of the close of business on May 14, 1996 (the "Closing Date")
at the offices of Seller in Houston, Texas or at such other time and place as
the parties hereto may agree in writing.
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5.02 Instruments of Transfer, Assumption of Liabilities, Etc. At the
Closing, Seller will deliver to Buyer such deeds, bills of sale, instruments of
assignment and other good and sufficient instruments of transfer, executed by
Seller and in a form reasonably satisfactory to Buyer, as Buyer may reasonably
require to vest in Buyer all right, title and interest of Seller in and to the
Purchased Assets, and Buyer shall pay to Seller the amount, and deliver to
Seller the instruments, required of it at the Closing.
Seller shall deliver to Buyer at the Closing possession of the Purchased
Assets being sold pursuant to this Agreement and the entire right, title and
interest of Seller in and to such Purchased Assets shall pass to Buyer at the
Closing effective as of the Closing Date.
Buyer shall deliver to Seller at the Closing a document assuming the
Assumed Liabilities, executed by Buyer and in a form reasonably satisfactory to
Seller, as Seller may reasonably require.
5.03 Other Deliveries. At the Closing, the parties will deliver the
following additional documents:
(a) The fully executed Related Agreements.
(b) Certified copies of resolutions approving the execution and
delivery of this Agreement, the Related Agreements, and consummation of
the transactions contemplated thereby.
(c) An agreement between Seller and Societe Rennaise d'Electronique
Professionnelle, S.A. cancelling the Management Services Agreement dated
December 26, 1984 between said parties.
(d) Such other certificates and instruments as may be reasonably
requested by any of the parties hereto.
5.04 Opinions of Counsel.
(a) At the Closing, Seller shall receive an opinion or opinions from
Armstrong, Teasdale, Schlafly & Davis, counsel to Buyer, dated the Closing
Date and satisfactory in form and substance to Seller and its counsel, to
the effect that:
(i) Buyer is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware;
(ii) Buyer has the corporate power and authority to execute
and deliver this Agreement and the Related Agreements to which it is
to be a party and to consummate the transactions contemplated hereby
and thereby, and the execution and delivery of this Agreement and the
Related Agreements to which
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Buyer is to be a party and the consummation of the transactions
contemplated hereby and thereby have been duly and validly authorized by
requisite corporate action taken on the part of Buyer and no other
corporate proceedings on the part of Buyer are necessary to authorize this
Agreement or the Related Agreements to which Buyer is to be a party or to
consummate the transactions contemplated hereby and thereby; and
(iii) this Agreement and the Related Agreements to which Buyer is
to be a party have been duly and validly executed and delivered by Buyer
and, assuming this Agreement and the Related Agreements to which Buyer is
to be a party are valid and binding obligations of the other parties
thereto, are valid and binding obligations of Buyer, enforceable against
Buyer in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
Buyer's counsel may restrict such opinion to the federal laws of the
United States of America, the corporate laws of the State of Delaware and the
laws of the State of Missouri.
(b) At the Closing, Buyer shall receive an opinion or opinions from John
Symington, Esq., counsel to Seller, dated the Closing Date and satisfactory in
form and substance to Buyer and its counsel, to the effect that:
(i) Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Texas and has all
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted;
(ii) This Agreement and the Related Agreements to which it is to
be a party have been duly and validly executed and delivered by Seller
and, assuming the Agreement and the Related Agreements to which Seller
is to be a party are valid and binding obligations of the other
parties thereto, are valid and binding obligations of Seller,
enforceable against Seller in accordance with their terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to
creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding
in equity or at law);
(iii) Except for those approvals and consents which have
already been obtained, neither execution and delivery by Seller of
this Agreement and
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the Related Agreements to which it is to be a party, the sale by
Seller of the Purchased Assets pursuant to this Agreement nor the
consummation of the other transactions contemplated by this Agreement
and the Related Agreements to which Seller is to be a party will (A)
conflict with or result in any breach of any provision of the Articles
of Incorporation or By-Laws (or other similar governing documents) of
the Seller, (B) require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental or regulatory
authority other than those which have been made or obtained; (C) to
the best of such counsel's knowledge after reasonable investigation,
constitute a default (or give rise to any right of termination,
cancellation or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, agreement
or other instrument or obligation to which Seller is a party or by
which Seller or any of its assets may be bound, except for such
defaults (or rights of termination, cancellation or acceleration) as
to which requisite waivers or consents have been obtained; (D) to the
best of such counsel's knowledge after reasonable investigation,
result in the creation of any encumbrance, security interest, equity
or right of others upon any of the properties or assets of Seller
under any of the terms, conditions or provisions of any agreement,
instrument or obligation to which Seller or its assets may be bound or
affected; or (E) violate any order, writ, injunction, judgment or
decree known to such counsel, to which Seller is a party, or by which
any of its assets are bound, or any law, statute, rule or regulation
applicable to Seller or any of its assets; and
(iv) The instruments of transfer contemplated by this
Agreement are in proper form to transfer to Buyer all of Seller's
interest in the Purchased Assets, free and clear, to the best of such
counsel's knowledge after reasonable investigation, of any liens,
encumbrances, equities and claims of whatever nature, except (A) those
created by Buyer and (B) those, if any, created by failure to comply
with the Texas Bulk Transfer Laws.
Seller's counsel may restrict such opinion to the federal laws of the
United States of America and the laws of the State of Texas.
ARTICLE VI
EMPLOYMENT WITH BUYER
6.01 Employment with Buyer. On the Closing Date, Buyer shall offer
employment to all persons who are employed by Seller on the Closing Date.
Schedule 6.01 contains a list of all of Seller's Employees, including those on
leaves of absence, as of May 14, 1996. (Those employees of the Seller who
accept employment with the Buyer pursuant to this Agreement are hereinafter
referred to as the "Transferred Employees".)
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6.02 Accrued Vacation and Sick Pay Liability. Buyer shall assume
Seller's accrued liability to Transferred Employees under Seller's vacation and
sick pay policies as of the Closing Date, all of which such liabilities are
included on Schedule 1.03(c) hereto.
6.03 Third Parties. The covenants of the Buyer and the Seller in this
Article VI are not intended to create any right in any Transferred Employee or
his or her heirs, executors, beneficiaries or personal representatives.
ARTICLE VII
POST-CLOSING COVENANTS
7.01 Expenses. Except as otherwise provided herein, Seller and Buyer
shall each bear their own costs and expenses incurred in connection with this
Agreement, the Related Agreements and the transactions contemplated hereby and
thereby. Buyer shall be responsible for fees, commissions, expenses and
reimbursements incurred by or required to be paid to its professional advisors
and Seller shall be responsible for the fees, commissions, expenses and
reimbursements incurred by or required to be paid to such Seller's professional
advisors. Buyer and Seller will each pay one-half of any fees charged by the
Accountants referred to in Section 1.05 hereof.
7.02 Further Assurances. Subject to the terms and conditions of this
Agreement, each of the parties hereto will use their best efforts to take, or
cause to be taken, all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the sale of the Purchased Assets and the other
transactions contemplated by this Agreement and the Related Agreements. From
time to time after the date hereof (including after the Closing Date if
requested), Seller and its affiliates will, at their own expense and without
further consideration, execute and deliver such documents to Buyer as Buyer may
reasonably request in order more effectively to vest in Buyer good title to the
Purchased Assets and to more effectively consummate the transactions
contemplated by this Agreement and the Related Agreements.
7.03 Commissions and Fees. Seller and Buyer each represents and
warrants to the other that no broker, finder, financial adviser or other person
is entitled to any brokerage fees, commissions or finder's fees in connection
with the transactions contemplated hereby by reason of any action taken by the
party making such representation. Seller, on the one hand, and Buyer, on the
other hand, will pay to the other or otherwise discharge, and will indemnify
and hold the other harmless from and against, any and all claims or liabilities
for all brokerage fees, commissions and finder's fees (other than as described
above) incurred by reason of any action taken by such party.
7.04 Sales, Transfer and Use Taxes. The parties do not contemplate
that any sales, transfer or use taxes will be payable in connection with the
transactions contemplated by this Agreement and the Related Agreements.
However, to the extent such taxes are payable, all sales, transfer and use
taxes incurred in connection with this Agreement and the Related
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Agreements and the transactions contemplated hereby and thereby will be borne
by Seller, and Seller will, at its own expense, file all necessary Tax Returns
and other documentation with respect to all such sales, transfer and use taxes,
and, if required by applicable law, both parties will join in the execution of
any such Tax Returns or other documentation.
7.05 Nondisclosure. Seller agrees not to use or disclose at any time
after consummation of the transactions contemplated hereby, except with the
prior written consent of an officer authorized to act in the matter by the
Board of Directors of Buyer, any trade secrets, proprietary information, or
other confidential information relating to designs, suppliers, subcontractors,
inventions, operations, marketing, bidding information, cost and pricing data,
master files or customer lists utilized by Seller in connection with the
business of Seller prior to the Closing or by Buyer or any of its affiliates
(the "Buyer Group"), or the skills, abilities and compensation of the Buyer
Group's employees, and all other similar information material to the conduct of
the Buyer Group's business, which is not presently generally known to the
public; provided, however, that this provision shall not preclude Seller from
(i) the use or disclosure of such information which presently is known
generally to the public or which subsequently comes into the public domain,
other than by way of disclosure in violation of this Agreement or in any other
unauthorized fashion, or (ii) disclosure of such information required by law or
court order, provided that prior to such disclosure required by law or court
order Seller will give Buyer three business days' written notice (or, if
disclosure is required to be made in less than three business days, then such
notice shall be given as promptly as practicable after determination that
disclosure may be required) of the nature of the law or order requiring
disclosure and the disclosure to be made in accordance therewith, or (iii)
disclosure of information disclosed to Seller by a third party under no
obligation of confidentiality to Buyer; for purposes of this provision, any
person who at any time is or has been in the employ of Seller or any affiliate
of Seller or any member of the Buyer Group will not be considered a third
party.
7.06 Indemnification.
(a) By Seller and the Shareholders. Seller and each of the
Shareholders, jointly and severally, agree to save, defend and indemnify
Buyer against and hold it harmless from any and all claims, liabilities,
losses, damages, deficiencies, costs and expenses, of every kind, nature
and description, fixed or contingent (including, without limitation,
interest, penalties and counsel's fees and expenses) ("Losses"), asserted
against, resulting to, imposed upon or incurred by Buyer, arising out of
(i) any breach of any representation, warranty, covenant or agreement made
by Seller under this Agreement, or (ii) any retained liability or any
Environmental Claim.
(b) By Buyer. Buyer agrees to save, defend and indemnify Seller
and each of the Shareholders against and hold it harmless from any and all
Losses arising out of (i) any breach of any representation, warranty,
covenant or agreement made by Buyer in this Agreement or (ii) any Assumed
Liability, (iii) the Buyer's use of the
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Purchased Assets from and after the Closing Date, or (iv) the conduct of
the Buyer's business from and after the Closing Date.
(c) Limitations. Notwithstanding the provisions of Section 7.06(a)
and (b) above, and except as provided in Section 7.06(d) below, neither
Buyer nor Seller shall be entitled to indemnification for Losses, and
Seller shall not be entitled to indemnification against Losses, in each
case to the extent such Losses exceed Four Hundred Seventy-Five Thousand
Dollars ($475,000) in the aggregate, and no party shall be entitled to
indemnification hereunder unless the claim for such indemnification is
made by such party and received by the party against whom such claim for
indemnification is asserted in accordance with Section 8.06 hereof within
twelve months after the Closing Date; provided, however, that nothing in
the foregoing shall relieve Buyer of its obligation to pay the Purchase
Price in full as provided herein.
(d) Environmental Indemnification. Losses arising out of any breach
of Section 3.21 hereof shall not, as to Seller and Schlumberger Delaware,
Inc. (but not as to Societe Rennaise D'Electronique Professionnelle, S.A.
under any circumstances) be subject to the limitations as to time and
amount contained in Section 7.06(c) above.
7.07 Defense of Claims.
(a) Should any claim, action or proceeding by or involving a third
party arise after the Closing Date for which Seller and the Shareholders
or Buyer is liable under the terms of this Agreement, the party which is
entitled to be indemnified with respect to such claim (the "Indemnified
Party") shall notify the party who is liable therefor under the terms
hereof (the "Indemnifying Party") within a reasonable time after such
claim, action or proceeding arises and is known to the Indemnified Party,
and if the Indemnifying Party shall admit in writing its indemnification
obligation in respect thereof, the Indemnified Party shall give the
Indemnifying Party a reasonable opportunity:
(i) to take part in any examination of the relevant books and
records of the Indemnified Party;
(ii) to conduct any proceedings or negotiations in connection
therewith and necessary or appropriate to defend the Indemnified Party
or prosecute any claim, action, counterclaim or other proceeding with
respect thereto;
(iii) to take all other required steps or proceedings to settle
or defend any such claim, action or proceeding; and
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(iv) to employ counsel to contest any such claim, action or
proceeding in the name of the Indemnified Party, or otherwise.
The expenses of all proceedings, contests or lawsuits with respect to such
claims or actions shall be borne by the Indemnifying Party. If the
Indemnifying Party wishes to assume the defense of any such claim or
action, it may at any time give written notice to the Indemnified Party
admitting its indemnification obligation in respect thereof and stating
that it intends to assume such defense, and the Indemnifying Party shall
thereafter assume the defense of any such claim or liability; provided
that the Indemnified Party may participate in such defense at its own
expense but, in any event, the Indemnifying Party shall have the right, as
long as it is actively defending any claim or action, to control such
defense. The Indemnified Party shall afford the Indemnifying Party's
counsel and other authorized representatives reasonable access during
normal business hours to all relevant books, records, offices and other
facilities and properties of the Indemnified Party, and to the personnel
of the Indemnified Party, and shall otherwise use all reasonable efforts
to cooperate with the Indemnifying Party, such counsel and such other
authorized representatives in connection with the exercise of the rights
of the Indemnifying Party pursuant to this Section 7.07.
(b) Until the Indemnifying Party assumes the defense of any such claim
or action, the Indemnified Party may defend against any such claim or
action in such manner as it may deem appropriate, and the Indemnified
Party may settle such claim or litigation on such terms as it may deem
appropriate; provided, however, that it shall provide prior notice to the
Indemnifying Party of any proposed settlement and the Indemnifying Party
promptly shall reimburse the Indemnified Party for the amount of such
settlement and for all expenses, legal and otherwise, reasonably and
necessarily incurred by the Indemnified Party in connection with the
defense against and settlement of such claim or action. If no settlement
of such claim or litigation is made, the Indemnifying Party shall satisfy
any judgment rendered with respect to such claim or in such action, before
the Indemnified Party is required to do so, and pay all expenses, legal or
otherwise, reasonably and necessarily incurred by the Indemnified Party in
the defense against such claim or litigation.
(c) If a judgment is rendered against the Indemnified Party in any
action covered by the indemnification provisions hereof, or any lien
attaches to any of the assets of the Indemnified Party, the Indemnifying
Party immediately upon such entry or attachment shall pay such judgment in
full or discharge such lien unless, at the Indemnifying Party's expense
and direction, an appeal is taken under which the execution of the
judgment or satisfaction of the lien is stayed. If and when a final
judgment is rendered in any such action, the Indemnifying Party shall
forthwith pay such judgment or discharge such lien before the Indemnified
Party is compelled to do so.
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<PAGE> 32
7.08 Use of Seller's Name. From and after the Closing Date, Buyer
agrees that it will not, and it will cause its affiliates not to, directly or
indirectly, use the names "Sorep" or Societe Rennaise D'Electronique
Professionnelle," or similar names or any variants thereof.
ARTICLE VIII
MISCELLANEOUS
8.01 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
8.02 No Assignment. This Agreement may not be assigned by either Buyer
or Seller without the prior written consent of the other party, provided,
however, that Buyer may assign its rights hereunder, in whole or in part, to
any corporation or other entity controlled by, controlling, or under common
control with Buyer, and Buyer may make a collateral assignment of this
Agreement and its rights hereunder to Buyer's lender. Any attempted or
purported assignment by either party other than in accordance with this Section
8.02 shall be null and void. No assignment by Buyer of its rights hereunder
will relieve Buyer of its obligations hereunder to Seller or to the
Shareholders.
8.03 Counterparts. This Agreement may be executed in any number of
counterparts, and by any party on separate counterparts, each of which as so
executed and delivered shall be deemed an original but all of which together
shall constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement as to any party hereto to produce or account for
more than one such counterpart executed and delivered by such party.
8.04 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas (without regard to conflict
of laws principles) as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies.
8.05 Survival. The representations, warranties, covenants, indemnities
and agreements of the parties to this Agreement contained herein or in any
document delivered pursuant to or in connection herewith shall survive the
Closing for a period of twelve months and shall survive any investigation by
the other party; provided, however, that representations, warranties and
indemnities with respect to claims by third parties (including employees and
former employees of Seller and Federal, state or municipal governments or the
agencies thereof) shall survive the Closing for the applicable statute of
limitations periods relating to such claims.
8.06 Notices. All notices required to be given under the terms of this
Agreement or which any of the parties desires to give hereunder shall be in
writing and personally
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<PAGE> 33
delivered or sent by registered or certified mail, return receipt requested, or
sent by telecopier, addressed as follows:
(a) To Buyer. If to Buyer addressed to:
--------
LaBarge, Inc.
707 North Second Street
St. Louis, Missouri 63102
Attention: Craig E. LaBarge, President
Telecopier No.: (314) 982-9412
Copy to:
Armstrong, Teasdale, Schlafly & Davis
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2470
Attention: John L. Gillis, Jr.
Telecopier No.: (314) 621-5065
(b) To Seller. If to Seller addressed to:
---------
Sorep Technology Corporation
Z.I. Bellevue
B.P. 5
F-35221 Chateaubourg Cedex
France
Attention: Mr. Jean-Claude LeBleis
Telecopier No.: (33) 99-00-38-66
Copy to:
Chadbourne & Parke, LLP
30 Rockefeller Plaza
New York, New York 10112
Attention: Mr. Whitney I. Gerard, Esq.
Telecopier No.: (212) 541-5369
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<PAGE> 34
(c) To Shareholders.
---------------
Schlumberger Delaware, Inc.
300 Schlumberger Drive
Sugar Land, Texas 77478
Attention: NAM Region Counsel
Telecopier No.: (713) 275-8544
SOREP S.A.
Z.I. Bellevue
B.P. 5
F-35221 Chateaubourg Cedex
France
Attention: Mr. Jean-Claude LeBleis
Telecopier No.: (33) 99-00-38-66
Any party may designate a change in address at any time upon written
notice to the other party.
8.07 Amendment and Modification. The Agreement may be amended,
modified or supplemented only by a written instrument executed by all of the
parties.
8.08 Waiver of Compliance. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation,
covenant, agreement or condition herein may be waived by the party or parties
entitled to the benefits thereof only by a written instrument signed by the
party or parties granting such waiver, but any such waiver or the failure to
insist upon strict compliance with any obligation, covenant, agreement or
condition herein, shall not operate as a waiver of, or estoppel with respect
to, any subsequent or other failure or breach.
8.09 Interpretation. The table of contents and the article and section
headings contained in this Agreement are solely for the purpose of reference,
are not part of the agreement of the parties and shall not in any way affect
the meaning or interpretation of this Agreement. As used in this Agreement,
the term "person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization or a
governmental entity or any department or agency thereof. As used in this
Agreement, the term "subsidiary", when used in reference to any other person,
shall mean any corporation of which outstanding securities having ordinary
voting power to elect a majority of the Board of Directors of such corporation
are owned directly or indirectly by such other person. As used in this
Agreement, the term "generally accepted accounting principles" means generally
accepted accounting principles as in effect and as applied in the United
States. As used in this Agreement, the term "affiliate" shall have the meaning
set forth in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934. When used herein, the masculine, feminine or
neuter gender and the singular or
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<PAGE> 35
plural number shall each be deemed to include the others whenever the context
so indicates or permits.
8.10 Entire Agreement. This Agreement and the Related Agreements,
including the schedules, exhibits, documents, certificates and instruments
referred to herein and therein, embody the entire agreement and understanding
of the parties hereto in respect of any transactions contemplated by this
Agreement and the Related Agreements and supersede all prior agreements and
understandings between the parties with respect thereto.
LABARGE, INC.
By: Craig E. LaBarge
-----------------------------------
SOREP TECHNOLOGY CORPORATION
By: Rene Dompnier
-----------------------------------
SHAREHOLDERS:
Schlumberger Delaware, Inc.
By: Pascal Panetta
-----------------------------------
Societe Rennaise d'Electronique
Professionnelle, S.A.
By: Jean-Claude Le Bleis
-----------------------------------
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<PAGE> 1
[LABARGE INC. LETTERHEAD]
NEWS UPDATE
FOR IMMEDIATE RELEASE
LABARGE, INC. ACQUIRES HOUSTON FIRM
ST. LOUIS, MISSOURI, May 16, 1996.....LaBarge, Inc. announced today that it has
completed the acquisition of the ongoing business of SOREP Technology
Corporation (STC) of Houston, Texas. In the transaction LaBarge purchased the
assets and assumed approximately $400,000 of liabilities for a net purchase
price of approximately $2.5 million cash.
STC's products include custom hybrid circuits and high temperature electronic
assemblies used in oil & gas exploration, drilling and production. For its
fiscal year ended December 31, 1995 revenues were approximately $6 million.
The Company will operate as a wholly-owned subsidiary of LaBarge under the name
LaBarge/STC, Inc. It will continue to operate at its present Houston location,
which is in close proximity to the geophysical industry. Existing management
will remain in place to direct future growth.
Craig E. LaBarge, Chief Executive Officer and President of LaBarge, Inc.
commented:
"We are extremely pleased to complete this acquisition. STC is a very good
strategic fit and will help us further expand our business in the geophysical
market."
LaBarge, Inc., with headquarters in St. Louis, Missouri, designs and
manufactures a wide variety of custom electronic products and complex
interconnect systems for the geophysical, telecommunications, medical and
defense/aerospace markets at its facilities in Missouri, Arkansas, Oklahoma
and, now, Texas.
# # #
