SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)(1)
LOGIMETRICS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
54141 01 06
(CUSIP Number)
Emanuel J. Adler, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5565
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications)
July 30, 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 of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
- ----------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("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).
Page 1 of 57 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 54141 01 06 Page 2 of 57 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK B. FISHER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, SC, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,754,660
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,754,660
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,754,660
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 57 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 54141 01 06 Page 3 of 57 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MBF CAPITAL CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 500,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 500,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 57 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 54141 01 06 Page 4 of 57 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MBF BROADBAND SYSTEMS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,036,440
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,036,440
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,440
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 57 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 54141 01 06 Page 5 of 57 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHINEAS BROADBAND SYSTEMS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,000,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,000,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 5 of 57 Pages
<PAGE>
This statement constitutes Amendment No. 1 to the Schedule 13D (the
"Schedule 13D") of Mr. Mark B. Fisher with respect to the common stock, par
value $.01 per share (the "Common Stock") of Logimetrics, Inc., a Delaware
corporation (the "Company"). This Amendment No. 1 amends the initial statement
of Mr. Fisher on Schedule 13D dated with respect to the event dated March 7,
1996 and includes three additional reporting persons controlled by Mr. Fisher.
The additional reporting persons are MBF Capital Corp., MBF Broadband Systems,
L.P., and Phineas Broadband Systems, L.P.
Item 1. Security and Issuer.
This Amendment No. 1 is being filed to report the transactions by each of
Mr. Fisher, MBF Capital Corp., MBF Broadband Systems, L.P. and Phineas
Broadband Systems, L.P. (collectively, the "Reporting Persons") in the
following securities of the Company that are convertible into or
exercisable to purchase Common Stock: Class A 13% Convertible Senior
Subordinated Pay- In-Kind Debentures Due 1999 (the "Debentures"), which
Debentures are convertible into shares of Common Stock at a conversion
price of $.41667 per share; Series G Warrants (the "G Warrants"), which G
Warrants are exercisable for a period of seven (7) years to purchase shares
of Common Stock at an exercise price of $.50 per share; Series H Warrants
(the "H Warrants"), which H Warrants are exercisable for a period of seven
(7) years to purchase shares of Common Stock at an exercise price of $.60
per share; and Series I Warrants (the "I Warrants"), which I Warrants are
exercisable for a period of seven (7) years to purchase shares of Common
Stock at an exercise price of $1.125 per share.
On July 29, 1997, certain investors, including the Reporting Persons,
entered into a Purchase Agreement relating to a proposed financing (the
"Financing") of the Company, consisting of up to $3,583,333 principal
amount of Debentures, up to 9,350,000 G Warrants at a purchase price of
$.07 per G Warrant, up to 1,433,333 H Warrants at a purchase price of $.06
per H Warrant and up to 716,667 I Warrants at a purchase price of $.04 per
I Warrant, for aggregate gross proceeds to the Company of up to $4,352,500.
On July 30, 1997, certain of the foregoing investors, including certain of
the Reporting Persons, consummated the first closing of the initial
purchase (the "Initial Purchase") of such Financing, consisting of an
aggregate of $2,535,942 principal amount of Debentures, 6,866,129 G
Warrants, 1,074,114 H Warrants and 537,057 I Warrants. One of the Reporting
Persons has the right, in a second closing of the Initial Purchase, to
purchase $214,058 principal amount of Debentures, 483,871 G Warrants,
25,886 H Warrants and 12,943 I Warrants. Certain investors, including
certain of the Reporting Persons,
Page 6 of 57 Pages
<PAGE>
have an option to purchase (the "Optional Purchase"), at any time until
April 29, 1998, in the aggregate, $833,333 principal amount of Debentures,
2,000,000 G Warrants, 333,333 H Warrants and 166,667 I Warrants.
The principal executive offices of the Company are located at 50 Orville
Drive, Bohemia, New York 11716.
Item 2. Identity and Background
(a) Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being
filed by Mark B. Fisher, an individual, MBF Capital Corp., a New York
corporation ("MBF Capital"), MBF Broadband Systems, L.P., a New York
limited partnership ("MBF Broadband"), and Phineas Broadband Systems, L.P.,
a New York limited partnership ("Phineas"). Mr. Fisher, MBF Capital, MBF
Broadband and Phineas are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Exchange Act. The Reporting Persons disclaim the existence of a group
with the other investors in the Financing.
Page 7 of 57 Pages
<PAGE>
(b) - (c)
Mark B. Fisher
Mr. Fisher is principally employed as the President of MBF Capital, a firm
that makes direct investments in and advises technology driven companies.
The principal business address of Mr. Fisher is 12 E. 49th Street, 35th
Floor, New York, NY 10017.
MBF Capital Corp.
MBF Capital is a corporation that makes direct investments in and advises
technology driven companies. Mark B. Fisher is the sole officer, director
and shareholder of MBF Capital. The principal business address of MBF
Capital is 12 E. 49th Street, 35th Floor, New York, NY 10017.
MBF Broadband Systems, L.P.
MBF Broadband is a limited partnership which was formed solely for the
purpose of investing in the Company. The general partner of MBF Broadband
is MBF Broadband Systems, Inc., a corporation of which Mark B. Fisher is
the sole officer, director and shareholder. The principal business address
of MBF Broadband is 12 E. 49th Street, 35th Floor, New York, NY 10017.
Phineas Broadband Systems, L.P.
Phineas is a limited partnership which was formed solely for the purpose of
investing in the Company. The general partner of Phineas is MBF Broadband
Systems, Inc., a corporation of which Mark B. Fisher is the sole officer,
director and shareholder. The principal business address of Phineas is 12
E. 49th Street, 35th Floor, New York, NY 10017.
(d) To the best knowledge of the Reporting Persons, during the last five
years, none of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last five
years, none of the Reporting Persons has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and is
subject to any judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
Page 8 of 57 Pages
<PAGE>
or state securities laws or a finding of any violation with respect to such
laws.
(f) Mr. Fisher is a citizen of the United States of America. MBF Capital is
a New York corporation. MBF Broadband is a New York limited partnership.
Phineas is a New York limited partnership.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the $125,000 used by Mr. Fisher to purchase $107,029
principal amount of Debentures, 241,935 G Warrants, 12,943 H Warrants and
6,472 I Warrants, was from a portion of the proceeds of a loan (the "Loan")
taken by Mr. Fisher from The Bank of New York in the principal amount of
$160,000 which loan is due on July 28, 1998 and bears interest at the ABR
flat rate. The complete terms of the Loan are described in the Fisher Loan
Agreement attached hereto as Exhibit 2.
The source of the funds used by MBF Capital to purchase 500,000 G Warrants
was a non-recourse loan from the Company in the principal amount of $35,000
The principal amount of the loan and interest at the rate of 6.07% per
annum are due on July 29, 2000, provided that the only recourse of the
Company is to the 500,000 G Warrants which were pledged to the Company to
secure such loan. The complete terms of the loan are described in the
Non-Recourse Secured Promissory Note and Pledge Agreement attached hereto
as Exhibits 3.1 and 3.2, respectively.
MBF Broadband has the right to purchase, within twenty-one (21) days of
July 29, 1997, which date is in the process of being extended to September
15, 1997, $214,058 principal amount of Debentures; 483,871 G Warrants;,
25,886 H Warrants and 12,943 I Warrants. Such purchase, if consummated,
will be made with working capital.
The source of the $88,256 used by Phineas to purchase 383,721 G Warrants,
767,442 H Warrants and 383,721 I Warrants was working capital.
Phineas has the right to purchase, as part of the Optional Purchase,
116,279 G Warrants, 232,558 H Warrants and 116,279 I Warrants. Such
purchase, if consummated, will be made with working capital.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Debentures, G Warrants, H Warrants and I
Warrants of the Company
Page 9 of 57 Pages
<PAGE>
reported herein as being owned by each of them for investment purposes.
Depending upon market conditions and other factors that each of the
Reporting Persons may deem material to their respective investment
decisions, the Reporting Persons may purchase shares of Common Stock of the
Company in the open market or in private transactions, or may dispose of
all or a portion of the Debentures, G Warrants, H Warrants and/or I
Warrants or other securities of the Company that each now owns or hereafter
may acquire, subject to restrictions on transfer under the securities laws
and under the documents pursuant to which such securities were purchased.
Each of the Reporting Persons has entered into a stockholders' agreement (a
copy of which is attached hereto as Exhibit 4, the "Stockholders'
Agreement") with the Company and Charles Brand, the Chairman and Chief
Executive Officer of the Company and the Company's largest shareholder, in
which the Reporting Persons agreed, among other things, to certain
limitations on their ability to dispose of their shares of the Common
Stock, grant and are granted certain "tag-along" rights with respect to
future sales of the Common Stock, and agree to vote their shares of Common
Stock for the appointment of certain nominees as members of the Company's
Board of Directors and for certain other matters as set forth below. The
Reporting Persons, except for Phineas, entered into a separate
stockholders' agreement with certain investors in the Initial Purchase (the
"InterPurchaser Agreement") pursuant to which the Reporting Persons granted
and were granted certain additional "tag-along" rights with respect to
future sales of Common Stock.
Prior to closing of the Optional Purchase, the Board of Directors of the
Company (the "Board") will consist of seven members, four of whom will be
nominated by Charles Brand (the "Brand Directors") and the remaining three
of whom will be nominated by holders of a majority of the investment in the
Financing (the "Majority Investors"). Upon closing of the Optional
Purchase, the Majority Investors will have a right to nominate an
additional member to the Board. The Majority Investors and Mr. Brand will
collectively have the right to nominate an additional director if Cerberus
Partners, L.P. ("Cerberus") exercises its current right to appoint a Board
member. At any time that the Board consists of four members appointed by
Mr. Brand and four members appointed by the Majority Investors, Mr. Brand
and the Majority Investors will collectively have the right to nominate an
additional member to the Board. In the event that a new Chief Executive
Officer of the Company is also appointed to the Board he will replace one
of Mr. Brand's nominees.
Among other things, the Stockholders' Agreement provides that a majority of
the Directors appointed by the Majority Investors can recommend to the
Board that
Page 10 of 57 Pages
<PAGE>
the Company be sold and Mr. Brand and any transferee of his securities have
agreed to use their best efforts to cause the Brand Directors to vote in
favor of the sale provided that such recommendation is consistent with
their fiduciary duties.
Certain amendments have been made to the by-laws of the Company to
implement the provisions of the Stockholders' Agreement.
Except as otherwise set forth above, the Reporting Persons have no plans or
proposals which relate to, or could result in, any of the matters referred
to in Paragraphs (b) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to information provided to the Reporting Persons by the Company,
there were, as of July 29, 1997, 24,841,434 shares of Common Stock of the
Company issued and outstanding.
Page 11 of 57 Pages
<PAGE>
Mark B. Fisher
Mr. Fisher beneficially owns 4,754,660 shares of Common Stock, comprised of
120,000 shares of Common Stock; 60,000 shares issuable upon exercise of
60,000 Series A Warrants which are exercisable at any time until July 15,
2002 at an exercise price of $.25 per share; 520,000 shares issuable upon
exercise of 520,000 Series B Warrants which are exercisable at any time
until July 15 2002 at an exercise price of $.25 per share; 770,610 shares
issuable upon exercise of $321,087 principal amount of Debentures;
1,725,806 shares issuable upon exercise of 1,725,806 G Warrants; 1,025,886
shares issuable upon exercise of 1,025,886 H Warrants; and 519,415 shares
issuable upon exercise of 519,415 I Warrants; comprising 16.5% of the
issued and outstanding shares of Common Stock. The foregoing shares of
Common Stock, Series A Warrants, Series B Warrants and $107,029 principal
amount of Debentures, 241,935 G Warrants, 12,943 H Warrants and 6,472 I
Warrants are owned by Mr. Fisher individually. With respect to the
remaining securities set forth above and described in more detail below,
Mr. Fisher may be deemed to be a beneficial owner of such securities by
virtue of his being the ultimate person in a position to determine the
investment and voting decisions of each of MBF Capital, MBF Broadband and
Phineas with respect to such securities.
Mr. Fisher has the sole power to vote and dispose of all such securities.
MBF Capital Corp.
MBF Capital beneficially owns 500,000 shares of Common Stock, comprised of
500,000 shares issuable upon exercise of 500,000 G Warrants, comprising
2.0% of the issued and outstanding shares of the Common Stock.
MBF Capital has the sole power to vote and dispose of all such securities.
MBF Broadband Systems, L.P.
Pursuant to the Purchase Agreement dated July 29, 1997, MBF Broadband has
the right to purchase, until August 21, 1997, unless extended by the
Company, $214,058 principal amount of Debentures, 483,871 G Warrants,
25,886 H Warrants and 12,943 I Warrants. Upon the purchase of such
securities, MBF Broadband will have the right to purchase 1,036,440 shares
of Common Stock, comprised of 513,740 shares issuable upon exercise of
Page 12 of 57 Pages
<PAGE>
the Debentures, 483,871 shares issuable upon exercise of the G Warrants,
25,886 shares issuable upon exercise of the H Warrants and 12,943 shares
issuable upon exercise of the I Warrants, comprising 4.0% of the issued and
outstanding shares of the Common Stock.
MBF Broadband will have the sole power to vote and dispose of all such
securities.
Phineas Broadband System, L.P.
Phineas beneficially owns 2,000,000 shares of Common Stock, comprised of
(a) 383,721 shares issuable upon exercise of 383,721 G Warrants, 767,442
shares issuable upon exercise of 767,442 H Warrants and 383,721 shares
issuable upon exercise of 383,721 I Warrants currently owned by Phineas,
and (b) 116,279 shares issuable upon exercise of 116,279 G Warrants,
232,558 shares issuable upon exercise of 232,558 H Warrants and 116,279
shares issuable upon exercise of 116,279 I Warrants, which Phineas has the
right to purchase as part of the Optional Purchase.
Such 2,000,000 shares of Common Stock comprise 7.5% of the issued and
outstanding shares of the Common Stock.
Phineas has and will have the sole power to vote and dispose of all such
securities.
(c) On July 14, 1997, Mr. Fisher converted $30,000 principal amount of
Debentures into 120,000 shares of Common Stock.
Other than as set forth above and elsewhere in this Item 5, neither Mr.
Fisher, MBF Capital, MBF Broadband nor Phineas effected any transactions in
the Shares during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than the
Reporting Persons has the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of, the Common
Stock owned by the Reporting Persons.
(e) It is inapplicable for the purposes herein to state the date on which
the Reporting Persons ceased to be the owners of more than five percent of
the Common Stock.
Page 13 of 57 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships
with respect to Securities of the Issuer.
Reference is made to Item 3 above regarding, certain loan arrangements and
Item 4 above regarding certain arrangements relating to transfer or voting
of securities.
Except as set forth elsewhere in this Schedule 13D, the Reporting Persons
do not have any contract, arrangement, understanding or relationship (legal
or otherwise) with any person with respect to any securities of the
Company, including, but not limited to, transfer or voting of any such
securities, finders' fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1 Agreement dated August 11, 1997 among the Reporting Persons relating to
the filing of a joint statement pursuant to Rule 13d-1(f)(1).
2 Promissory Note dated July 28, 1997 issued by Mark B. Fisher to the
order of The Bank of New York.
3.1 Non-Recourse Secured Promissory Note dated July 29, 1997 issued by MBF
Capital Corp. to the order of the Company.
3.2 Pledge Agreement dated July 29, 1997 between MBF Capital and the
Company.
4 Stockholders' Agreement dated July 29, 1997 among the Company and
several stockholders, including the Reporting Persons.
5 Stockholders Agreement [InterPurchaser Agreement] dated as of July 1997
among several stockholders of the Company, including the Reporting Persons.
Page 14 of 57 Pages
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: August 11, 1997
/s/ Mark B. Fisher
------------------------------
MARK B. FISHER
MBF CAPITAL CORP.
By: /s/ Mark B. Fisher
---------------------------
Mark B. Fisher, President
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
General Partner
By: /s/ Mark B. Fisher
---------------------------
Mark B. Fisher, President
PHINEAS BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
General Partner
By: /s/ Mark B. Fisher
---------------------------
Mark B. Fisher, President
Page 15 of 57 Pages
<PAGE>
Exhibit Index
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
1 Agreement dated August 11, 1997 among 17
the Reporting Persons relating to filing
of a joint acquisition statement pursuant
to Rule 13d - 1(f)(1).
2 Promissory Note dated July 28, 1997 issued 18
by Mark B. Fisher to the order of The Bank
of New York.
3.1 Non-Recourse Secured Promissory 21
Note dated July 29, 1997 issued by MBF
Capital Corp. to the order of the Company.
3.2 Pledge Agreement dated July 29, 1997 23
between MBF Capital and the Company.
4 Stockholders' Agreement dated July 29, 28
1997 among the Company and several
stockholders, including the Reporting
Persons.
5 Stockholders Agreement [InterPurchaser 50
Agreement] dated as of July 1997 among
several stockholders of the Company,
including the Reporting Persons.
Page 16 of 57 Pages
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) to file a
joint statement on Schedule 13D and amendments thereto pertaining to their
ownership of Class A 13% Convertible Senior Subordinated Pay-In-Kind Debentures
Due 1999, Series G Warrants, Series H Warrants and Series I Warrants of
LogiMetrics, Inc.
This agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
This agreement may be executed in counterparts and all so executed
shall constitute one agreement.
Date: August 11, 1997
/s/ Mark B. Fisher
-------------------------------
MARK B. FISHER
MBF CAPITAL CORP.
By: /s/ Mark B. Fisher
---------------------------
Mark B. Fisher, President
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
General Partner
By: /s/ Mark B. Fisher
---------------------------
Mark B. Fisher, President
PHINEAS BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
General Partner
By: /s/ Mark B. Fisher
---------------------------
Mark B. Fisher, President
Page 17 of 57 Pages
EXHIBIT 2
PROMISSORY NOTE
Unsecured Time/Installment
$160,000.00 July 28, 1997
-------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned (hereinafter referred to as the
"Borrower"), jointly and severally, if more than one, hereby promises to pay to
the order of THE BANK OF NEW YORK (hereinafter referred to as the "BANK") at its
1 Wall Street , New York office, One hundred sixty thousand and 00/100
DOLLARS
|X| on July 28, 1998 (insert the date the note is payable)
|_| in __________________ equal successive installments of principal in the
amount of $_____________each, beginning on the____________ day of
_______________, 19__, and continuing thereafter on the ___________ day of
each successive ____________ until the ___________day of __________, 19__,
when the entire unpaid principal balance hereof shall be due and payable.
The Borrower agrees to pay interest on the unpaid balance of this note which
|X| shall be payable on the 1st day of each month from the date hereof and at
maturity (whether by acceleration or otherwise) at a rate per annum equal
to A.B.R. flat , but not to exceed the maximum amount permitted by law.
|_| is included in the above payment(s) at a rate per annum equal to
____________, but not to exceed the maximum amount permitted by law.
If any payment which is to be made is not paid when due, each payment shall
bear interest, payable on demand, at a rate per annum equal to A.B.R. + 5% , but
not to exceed the maximum amount permitted by law. Interest shall be calculated
on the basis of a 360 day year for the actual number of days elapsed.
This note may be prepaid at any time without penalty, but with interest on
the amount being prepaid through the date of prepayment. If this note is payable
in installments, such prepayment shall be applied to the installments hereof in
the inverse order of maturity.
If the interest rate as set forth above is stated in terms of the "prime
rate", the reference is to the prime commercial lending rate of the Bank as
publicly announced to be in effect from time to time, such rate to be adjusted
automatically without notice on the effective date of any change in such rate.
If the interest rate set forth above is stated in terms of the "alternate base
rate" or "ABR", the reference is to the alternate base rate of the Bank which,
for any day, is a rate per annum equal to the higher or (i) the prime rate (as
defined above) in effect on such day and (ii) the Federal Funds Rate in effect
on such day plus 1/2 of 1%. Federal Funds Rate means, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds, brokers, as published for such
day (or if such day is not a business day, for the next preceding business day)
by the Federal Reserve Bank of New York or if such rate is not so published for
any day which is a business day, the average of quotations for such day on such
transactions received by the Bank from three Federal funds brokers of recognized
standing selected by the Bank.
If any payment of principal or interest on this note becomes payable on a
Saturday, Sunday or a day which the Bank is permitted or required by the laws of
the State of New York to be closed, then such payment shall be extended to the
next succeeding business day, and interest on principal payments shall be
payable at the rate set forth above during such extension.
Page 18 of 57 Pages
<PAGE>
If any of the following events shall occur with respect to any Obligor
(which term shall include the Borrower and any Indorser of guarantor hereof):
(1) failure of any Obligor in the performance of any of such Obligor's covenants
herein or in any instrument, document or agreement delivered in connection
herewith; (2) default by any Obligor in the payment or performance of any
Obligation (which term shall include any and all present or future obligations
or liability of such Obligor to the Bank, whether incurred by such Obligor as
make, indorser, drawer, acceptor, guarantor, accommodation party or otherwise,
matured or unmatured, secured or unsecured, absolute or contingent, joint or
several, and howsoever and whensoever acquired by the Bank); (3) failure to pay
when due any other indebtedness for borrowed money, acceleration of the maturity
of such indebtedness of the occurrence of any event which with notice or lapse
or time, or both, would permit acceleration of such indebtedness; (4) if the
Obligor is an individual, the death or incompetence of such Obligor; (5) the
financial condition or credit standing of any Obligor shall be or become
materially impaired in the sole opinion of the Bank or any of its officers; (6)
If the Obligor is not an individual, the dissolution, merger or consolidation
of, or the sale or disposal of all or substantially all of the assets of the
Obligor without the prior written consent of the Bank; (7) commencement of any
proceeding, procedure or other remedy supplemental to the enforcement of a
judgment against any Obligor; (8) any representation or warranty made by any
Obligor or any financial or other statement of any Obligor delivered to the Bank
by or on behalf of any Obligor proves to be untrue, incorrect or incomplete when
made or delivered; (9) failure of any Obligor on request to furnish any
financial information or to permit inspection of such Obligor's books and
records; (10) the validity of enforceability of this note, any guarantee hereof
or any other document delivered in connection herewith shall be contested or
declared null and void or any Obligor shall deny it has any liability or
obligation under this note, any guarantee hereof or any other document delivered
by it in connection herewith; or (11) any Obligor shall make payment on account
of any indebtedness subordinated to this note in contravention of the terms of
such subordination, then this note shall become due and payable forthwith, upon
declaration to that effect by the Bank, without notice to Borrower or any
Obligor, anything contained herein or in any other document, instrument or
agreement to the contrary notwithstanding. This note shall become immediately
and automatically due and payable, without presentment, demand, protest or
notice of any kind, upon the commencement by or against any Obligor of a case or
proceeding under any bankruptcy, insolvency or other law relating to the relief
of debtors, the readjustment, composition or extension of indebtedness or
reorganization or liquidation.
The Bank shall have a lien on the deposit balances of any Obligor now or
hereafter on deposit with the Bank together with full authority to set off such
deposit balances against the debt evidenced by this note or any other Obligation
of such Obligor to the Bank, and may at any time, without notice, apply the same
to this note or such other Obligations, whether due or not.
The Borrower agrees to pay all costs and expenses incurred by the Bank
incidental to or in any way relating to the Bank's enforcement of the
obligations of the Borrower hereunder or the protection of the Bank's rights in
connection herewith, including but not limited to, attorneys' fees and expenses.
Each Obligor waives the right to interpose any counterclaim or set-off of
any kind in any litigation relating to this note or the transaction contemplated
hereby.
The Borrower hereby authorizes the Bank to date this note as of the date of
the making of the loan evidenced hereby and to complete any blank space herein
according to the terms upon which said loan was granted.
No failure on the part of the Bank to exercise, and no delay in exercising
any right, remedy or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by the Bank of any right, remedy or power
hereunder preclude any other or future exercise thereof of the exercise of any
other right, remedy or power.
Each and every right, remedy and power hereby granted to the Bank or
allowed it by law or other agreement shall be cumulative and not exclusive the
one of any other, and may be exercised by the Bank from time to time.
Page 19 of 57 Pages
<PAGE>
Every provision of this note is intended to be severable. If any term or
provision of this note shall be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired.
The Borrower and the Bank waive the right to trial by jury in any action
based upon, arising out of or in any way connected to this note or the
transaction contemplated hereby.
The provisions of this note shall be construed and interpreted and all
rights and obligations hereunder determined in accordance with the laws of the
State of New York. The Borrower submits to the jurisdiction of state and federal
courts located in the City and State of New York in personam and agrees that all
actions and proceedings relating directly or indirectly to this note shall be
litigated only in said courts or courts located elsewhere as selected by the
Bank and that such courts are convenient forums. The Borrower waives personal
service upon it and consents to service of process by mailing a copy thereof to
it by registered or certified mail.
Each obligor hereby waives presentment demand, protest and notice of
protect, non-payment or dishonor hereof.
<TABLE>
<S> <C>
NAME OF BORROWER Mark B. Fisher ADDRESS OF BORROWER c/o MBF Capital Corporation
SIGNATURE OF BORROWER /s/ Mark B. Fisher 12 East 49th Street, New York, NY 10017
-----------------
NAME OF BORROWER ADDRESS OF BORROWER
SIGNATURE OF BORROWER
-----------------
</TABLE>
* Alternate Base Rate (BNY Prime)
Page 20 of 57 Pages
EXHIBIT 3.1
NON-RECOURSE SECURED PROMISSORY NOTE
FOR VALUE RECEIVED, MBF Capital Corp. (the "Maker") hereby promises to pay
to the order of LogiMetrics, Inc. or its successors, assigns and legal
representatives (the "Holder"), at its offices at 50 Orville Drive, Bohemia, New
York, or at such other location as the Holder may designate from time to time,
the sum of Thirty-Five Thousand Dollars ($35,000) in lawful money of the United
States of America on July 29, 2000 (the "Maturity Date"), together with interest
thereon, compounded annually, at a rate of 6.07% per annum. Interest shall be
calculated on the basis of a 360-day year for the actual number of days elapsed.
If the date any amount is due hereunder is not a Business Day, then such
amount shall be due and payable on the Business Day next succeeding the original
payment date, together with interest thereon to the date of payment. As used
herein, "Business Day" means any day, other than a Saturday or Sunday or other
day on which commercial banks in New York are authorized or required, by law or
executive order, to be closed.
If the Maker fails to pay any amount hereunder when due, whether on the
Maturity Date, upon acceleration or otherwise, and such failure continues for a
period of five (5) days or more, interest shall thereafter accrue on any overdue
amounts at a rate of 9.07% per annum until paid in full. In such event, the
Maker also shall pay to the Holder the reasonable attorneys' fees and
disbursements and all other out-of-pocket costs incurred by the Holder in order
to collect amounts due and owing under this Note or otherwise to enforce the
Holder's rights and remedies hereunder.
The Maker may prepay this Note at any time, in whole or in part, without
premium or penalty. Any partial prepayments shall be applied first to accrued
interest and second to the payment of principal. The Maker shall not have the
right to set off or otherwise deduct from amounts payable by it hereunder, any
amounts, whether liquidated or unliquidated, which the Holder may owe to the
Maker, which right is hereby expressly waived to the maximum extent permitted by
applicable law. In the event that the Maker sells, transfers or otherwise
disposes of some or all of the Securities (as defined in the Pledge Agreement
referred to below), whether on or prior to the Maturity Date, the Maker shall
promptly repay this Note in an amount equal to the net proceeds, if any,
received by the Maker from such disposition.
This Note and all amounts due hereunder shall become immediately due and
payable, without demand and without notice to the Executive, upon the occurrence
of any of the following events: (i) the sale, transfer or other disposition by
the Maker of all of the Securities then owed by it, (ii) the consummation of a
Company Sale (as such term is defined in the Stockholders Agreement, dated July
29, 1997, among the mutual holder of this Note and the stockholders party
thereto), or (iii) the Maker shall have applied for or consented to the
appointment of a custodian, receiver, trustee or liquidator, or other
court-appointed fiduciary of all or a substantial part of its properties; or a
custodian receiver, trustee or liquidator or other court appointed fiduciary
shall have been appointed with or without the consent of the Maker; or the Maker
is generally not paying its debts as they become due by means of available
assets or is insolvent, or has made a general assignment for the benefit of
creditors; or the Maker files a voluntary petition in bankruptcy, or a petition
or an answer seeking reorganization or an arrangement with creditors or seeking
to take advantage or any insolvency law, or an answer admitting the material
allegations of a petition in any bankruptcy, reorganization or insolvency
proceeding or has taken action for the purpose of effecting any of the
foregoing; or if, within sixty (60) days after the commencement of any
proceeding against the Maker seeking any reorganization, rehabilitation,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the Federal bankruptcy code or similar order under future similar
legislation, the appointment of any trustee, receiver, custodian, liquidator, or
other court-appointed fiduciary of the Maker or of all or any substantial part
of its properties, such order or appointment shall not have been vacated or
stayed on appeal or otherwise or if, within sixty (60) days after the expiration
of any such stay, such order or appointment shall not have been vacated.
Page 21 of 57 Pages
<PAGE>
This Note is the Note referred to in the Pledge Agreement, dated the date
hereof, between the Maker and the initial holder of this Note and is secured by
the Securities and the other Collateral described therein. The Pledge Agreement
grants the Holder certain rights with respect to the Collateral upon certain
defaults specified therein.
The Holder's sole recourse for the payment of amounts due under this Note
shall be limited to the Collateral securing this Note. THE HOLDER SHALL NOT HAVE
THE RIGHT TO ENFORCE THIS NOTE AGAINST THE MAKER, OR ANY OF ITS OFFICERS,
DIRECTORS OR SHAREHOLDERS OR ANY OTHER ASSETS OR PROPERTY OF ANY OF THEM.
No delay on the part of the Holder in exercising any power or right
hereunder shall operate as a waiver of any such power or right; nor shall any
single or partial exercise of any power or right preclude any other or further
exercise of such power or right, or the exercise of any other power or right,
and no waiver whatsoever shall be valid unless in writing, signed by the Holder,
and then only to the extent expressly set forth therein. The Maker waives
presentment, demand for payment, diligence, notice of dishonor and all other
notices or demands in connection with the delivery, acceptance, performance,
default or endorsement of this Note.
This Note shall be binding upon the Maker and its successors, assigns and
legal representatives. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York, without reference to the
choice of law provisions thereof. The Maker irrevocably submits to the exclusive
jurisdiction of the courts of the State of New York and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Note and
the transactions contemplated hereby. The Maker irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. The Maker irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.
IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed by
the undersigned, thereunto duly authorized, as of thee date set forth below.
MBF CAPITAL CORP.
By:/s/ Mark B. Fisher
----------------------------
Mark B. Fisher, President
Dated: July 29, 1997
Page 22 of 57 Pages
EXHIBIT 3.2
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of July 29, 1997, by and between MBF Capital
Corp. (the "Borrower") and LogiMetrics, Inc. (the "Company").
W I T N E S S E T H:
WHEREAS, the Borrower has purchased from the Company Series G Warrants (the
"Warrants") exercisable into 500,000 shares (the "Shares") of the Company's
Common Stock, par value $.01 per share ("Common Stock"); and
WHEREAS, in connection with such purchase the Company has loaned to the
Borrower the sum of $35,000; such loan being evidenced by a non-recourse secured
promissory note (the "Note") in the principal amount of $35,000 made by the
Borrower in favor of the Company; and
WHEREAS, the loan to the Borrower is to be secured by a pledge by the
Borrower to the Company of the Warrants and the Shares (collectively, the
"Securities") and the other Collateral referenced herein; and
WHEREAS, the parties hereto desire to set forth the terms of and to
evidence the Borrower's grant to the Company of a security interest in the
Collateral.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Borrower hereby agrees with the Company as
follows:
Section 1. Definitions. The following terms, when used in this Agreement,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):
"Default" means the failure to make any payment of principal of or interest
on, or any other amounts due under, the Note when due, whether at maturity, upon
acceleration or otherwise.
"Distributions" means all stock dividends, liquidating dividends, shares of
stock resulting from the exercise of the Warrants, or any stock splits,
reclassifications, warrants, options, non-cash dividends and other distributions
on or with respect to the Securities, whether similar or dissimilar to the
foregoing, but shall not include Dividends.
"Dividends" means regular dividends declared with respect to the Shares.
"Liabilities" means the Note, and all amounts becoming due thereunder, and
all other payment obligations of the Borrower hereunder or thereunder or any
instrument executed pursuant hereto or thereto.
Section 2. Grant of Security Interest. As security for payment of all
Liabilities, the Borrower hereby pledges, assigns and transfers to the Company,
and grants to the Company a continuing security interest in and to, the
Securities, together with all Dividends and Distributions, interest and other
payments and rights with respect thereto, together with all proceeds thereof
(collectively, the "Collateral"). The Borrower further pledges, assigns and
transfers to the Company, and grants to the Company a continuing security
interest in and to, and agrees to duly endorse to the order of the Company, any
additional Collateral, together will all proceeds thereof, delivered by the
Borrower to the Company for the purposes of pledge under this Agreement. Any
Collateral delivered by the Borrower to the Company may be endorsed by the
Company, in its own name or in the name of the Borrower, on behalf of the
Borrower to the order of the Company.
Page 23 of 57 Pages
<PAGE>
Section 3. Stock Powers, Endorsements, Etc. The Borrower shall, from time
to time, upon request of the Company, promptly execute such endorsements and
deliver to the Company such stock powers and similar documents, satisfactory in
form and substance to the Company, with respect to the Collateral as the Company
may reasonably request and shall, from time to time, upon request of the
Company, promptly transfer any securities which are part of the Collateral into
the name of any nominee designated by the Company on the books of the
corporation or other entity issuing such securities; provided, however, that the
Company shall not be entitled to effect or demand a transfer of the Collateral
into the name of the Company or the Company's nominee without the consent of the
Borrower unless and until a Default shall have occurred.
Section 4. Certain Other Agreements Regarding Collateral. The Borrower
shall deliver (properly endorsed where necessary) to the Company:
(a) after a Default shall have occurred and be continuing, promptly
upon receipt thereof by the Borrower and without any request therefor by
the Company, all Dividends and Distributions, and other proceeds of the
Collateral, all of which shall be held by the Company as additional
Collateral; and
(b) at any time after a Default shall have occurred and be continuing,
promptly upon request of the Company, such consents or proxies and other
documents as may be necessary to allow the Company to exercise any voting
power or other right with respect to any securities included in the
Collateral; provided, however, that unless a Default shall have occurred
and be continuing, the Borrower shall be entitled:
(i) to exercise, as the Borrower shall deem appropriate, all
voting or other powers with respect to securities pledged hereunder
(including but not limited to the Shares);
(ii) to exercise any right of conversion or exercise with respect
to securities pledged hereunder; and
(iii) to receive and retain for the Borrower's own account any
and all Dividends paid in cash.
Section 5. Actions Upon Default. Whenever a Default shall have occurred and
be continuing, the Company may exercise from time to time any and all rights and
remedies available to it under applicable law, including but not limited to all
rights of a secured party available to it under the Uniform Commercial Code.
Without limiting the above, the Company may from time to time, whether before or
after any of the Liabilities shall become due and payable, but only if a Default
shall have occurred, without notice to the Borrower, take any or all of the
following actions:
(a) transfer all or any part of the Collateral into the name of the
Company or its nominee; and
(b) execute (in the name, place and stead of the Borrower) any or all
endorsements, assignments, stock powers and other instruments of conveyance
or transfer with respect to all or any of the Collateral.
The Borrower understands that compliance with the Federal securities laws,
applicable blue sky or other state securities laws or similar laws analogous in
purpose or effect may strictly limit the course of conduct of the Company if the
Company were to attempt to dispose of all or any part of the Collateral and may
also limit the extent to which or the manner in which any subsequent transferee
of the Collateral may dispose of the same. Accordingly, the Borrower agrees that
IF ANY COLLATERAL IS SOLD AT ANY PUBLIC OR PRIVATE SALE, THE COMPANY MAY ELECT
TO SELL ONLY TO A BUYER WHO WILL GIVE FURTHER ASSURANCES, SATISFACTORY IN FORM
AND SUBSTANCE TO THE COMPANY, RESPECTING COMPLIANCE WITH THE REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY AND ALL APPLICABLE STATE SECURITIES
LAWS; AND A SALE SUBJECT TO SUCH CONDITION SHALL BE DEEMED COMMERCIALLY
REASONABLE. The Company shall have the right to bid upon or purchase the
Securities, or any other part of the Collateral, or all of the foregoing, at any
such sale, less any and all amounts owing to the Company by the Borrower under
the Note, this Agreement or otherwise, and that any such purchase is
commercially reasonable.
Section 6. Application of Moneys. Any moneys received by the Company upon
payment to it of any Collateral held by it or as proceeds of any of the
Collateral may be applied by the Company first to the payment of any
Page 24 of 57 Pages
<PAGE>
expenses incurred by it in connection with the Collateral, including, without
limitation, reasonable attorneys' fees and legal expenses, and all other amounts
payable to the Company by the Borrower under the Note and this Agreement, and
any balance of such moneys so received by the Company may be applied to all
Liabilities of the Borrower (including, without limitation, the principal amount
of the Note outstanding whether or not such principal amount is at that time due
and payable) in such order of application as the Company in its sole discretion
may determine. Any amounts remaining after payment of the Liabilities may be
applied by the Company to the payment of any and all other amounts owing,
whether or not then due, to the Company from the Borrower under the Note and
this Agreement and any remaining balance thereafter shall be paid to the
Borrower.
Section 7. Release of Collateral. Upon the indefeasible payment in full of
the Liabilities, the Company shall, upon the request of the Borrower, promptly
reassign and redeliver to the Borrower the Collateral which has not been sold,
disposed of, retained or applied by the Company in accordance with the terms
hereof, together with such endorsements, stock powers and similar documents as
the Borrower may reasonably request. Such reassignment and redelivery shall be
without warranty by or recourse to the Company, except as to the absence of any
prior assignments by the Company of its interest in the Collateral. In the event
that the Borrower proposes to sell, transfer or otherwise dispose of all or a
portion of the Securities, upon the request of the Borrower, the Company shall
release from its security interest the Securities to be sold by the Borrower
and, at the sole expense of the Borrower, shall deliver such Securities as
directed by the Borrower, free and clear of any security interest hereunder,
upon receipt from or on behalf of the Borrower of the net proceeds of such sale,
transfer or other disposition in cash in next day or immediately available
funds. In the event that the Borrower proposes to exercise the all or a portion
of the Warrants, upon the request of the Borrower, the Company shall release
from its security interest the Warrants to be exercised by the Borrower and, at
the sole expense of the Borrower, shall deliver such Warrants as directed by the
Borrower, free and clear of any security interest hereunder, upon receipt from
or on behalf of the Borrower of the Shares issuable upon such exercise or, in
the event of the simultaneous sale, transfer or other disposition of such
Shares, the net proceeds of such sale, transfer or other disposition in cash in
next day or immediately available funds.
Section 8. Non-Recourse Nature of Liabilities. The Company's sole recourse
for the payment of the Liabilities shall be limited to the Collateral securing
the Note. THE COMPANY SHALL NOT HAVE THE RIGHT TO ENFORCE THE LIABILITIES
AGAINST THE BORROWER OR ANY OF THE BORROWER'S OTHER ASSETS OR PROPERTY.
Section 9. Miscellaneous.
(a) To the fullest extent permitted by applicable law, this Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time
any amount received by the Company in respect of the Liabilities is rescinded or
must otherwise be restored or returned by the Company upon the insolvency or
bankruptcy of the Borrower or upon the appointment of any receiver, intervenor,
conservator, trustee or similar official for the Borrower or any substantial
part of his assets, or otherwise, all as though such payments had not been made.
(b) No remedy herein conferred is intended to be exclusive of any other
remedy herein conferred or otherwise available to the Company, but every such
remedy shall be cumulative and in addition to every other remedy herein
conferred, or conferred on the Company by any other agreement or instrument or
now or hereafter existing at law, in equity or by statute.
(c) Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
(d) Except as otherwise expressly provided herein, no term or provision of
this Agreement may be amended, waived, discharged or terminated orally, but only
by an instrument in writing signed by the parties.
Page 25 of 57 Pages
<PAGE>
(e) THIS AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. THE BORROWER HEREBY CONSENTS
AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS
LOCATED IN THE STATE OF NEW YORK HAVING SUBJECT MATTER JURISDICTION IN
CONNECTION WITH ANY AND ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, THE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. FURTHER,
THE BORROWER HEREBY CONSENTS AND AGREES THAT SERVICE OF PROCESS BY THE COMPANY,
OR ANY PARTY ACTING ON BEHALF OF THE COMPANY, SHALL BE DEEMED VALIDLY AND
PROPERLY EFFECTED AGAINST THE BORROWER UPON THE MAILING OF A COPY OF SUCH
PROCESS BY CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET
FORTH ABOVE.
(f) No course of dealing and no delay on the part of any party hereto in
exercising any right, power, or remedy conferred by this Agreement shall operate
as a waiver thereof or otherwise prejudice such party's rights, powers and
remedies hereunder or in connection herewith. No single or partial exercise of
any power or remedy conferred by this Agreement shall preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
(g) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, assigns and legal
representatives.
(h) This Agreement constitutes the entire agreement among the parties with
respect to the matters covered hereby and supersedes all previous written, oral
or implied agreements and understandings among the parties with respect to such
matters.
(i) All notices or other communications required or permitted hereunder
shall be in writing and shall be delivered personally, by facsimile or sent by
certified, registered or express air mail, postage prepaid, and shall be deemed
given when so delivered personally, or by facsimile, or if mailed, five days
after the date of mailing, as follows:
If to the Company: 50 Orville Drive
Bohemia, New York 11716
Telephone: (516) 784-4110
Facsimile: (516) 784-4132
Attention: Chief Executive Officer
If to the Borrower: 12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
Attention: President
or at such other addresses as shall be furnished in writing to the other party
hereto.
(j) The headings in this Agreement are for reference purposes only, and
shall not in any way affect the meaning or interpretation
(k) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original agreement, but all of which together shall
constitute one and the same instrument.
Page 26 of 57 Pages
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
MBF CAPITAL CORP.
By:/s/ Mark B. Fisher
-----------------------
Name: Mark B. Fisher
Title: President
LOGIMETRICS, INC.
By:/s/ Norman M. Phipps
-----------------------
Name: Norman M. Phipps
Title: President
Page 27 of 57 Pages
EXHIBIT 4
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of July 29, 1997, by and among
LogiMetrics, Inc., a Delaware corporation (the "Company"), Charles S. Brand
("Brand"), and the other individuals and entities listed on the signature pages
hereto (the "Purchasers" and, collectively with Brand and each other Person who,
in accordance with the terms hereof, shall become a party to or be bound by the
terms of this Agreement after the date hereof, the "Stockholders").
W I T N E S S E T H :
WHEREAS, Brand currently is the beneficial owner of 19,387,800 shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"); and
WHEREAS, the Purchasers beneficially own an aggregate of 700,000 shares of
Common Stock: and
WHEREAS, pursuant to the terms of a Purchase Agreement, dated as of even
date herewith (the "Purchase Agreement"), by and among the Company and the
Purchasers, the Purchasers have acquired or will shortly acquire beneficial
ownership of an additional 15,600,000 shares of Common Stock in the aggregate:
and
WHEREAS, under the terms of the Purchase Agreement, the Purchasers have the
right to acquire beneficial ownership of an additional 4,500 000 shares of
Common Stock; and
WHEREAS, the Company and the Stockholders desire to make provision with
respect to (i) the ownership, transfer or other disposition of their equity
interests in the Company, and (ii) the management of the affairs of the Company;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereby agree as follows:
ARTICLE I
Certain Definitions
Section 1.1 Certain Definitions. As used in this Agreement, the following
terms have the respective meanings set forth below.
"Affiliate" means, with respect to any Person, any other Person who
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person. The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"controlled" and "controlling" have meanings correlative thereto. Any Relative
of an individual shall be deemed to be an Affiliate of such individual for
purposes hereof.
"beneficial owner" (and, with correlative meanings, "beneficially own" and
"beneficial ownership") of any interest means a Person who, together with his,
her or its Affiliates, is or may be deemed a beneficial owner of such interest
for purposes of Rule 13d-3 or 13d-5 under the Securities Exchange Act of 1934,
as amended, or who, together with his, her or its Affiliates, has the right to
become such a beneficial owner of such interest (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise, conversion or
exchange of any warrant, right or other instrument, or otherwise.
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"Board" means the Board of Directors of the Company in office at the
applicable time, as elected in accordance with the provisions of this Agreement.
"Company Sale" means any of (i) a Transfer or other disposition of all or
substantially all of the assets of the Company to any Person, or group of
related Persons, other than an Affiliate of the Company, in one transaction or a
series of related transactions, (ii) a merger, consolidation, recapitalization,
share exchange or reorganization of the Company in which the holders of voting
stock of the Company immediately prior thereto will not own at least 50% of the
voting shares of the continuing or surviving entity (whether or not the Company)
immediately thereafter, (iii) the sale or other disposition of voting stock of
the Company representing 50% or more of the total voting power of the Company's
outstanding capital stock in one transaction or a series of related transactions
to any Person, or group of related Persons, other than a Stockholder or any of
its Affiliates, (iv) the issuance of additional shares of voting stock
(including, but not limited to, the issuance of Rights to purchase shares of
voting stock) if, as a result thereof, any Person, or group of related Persons,
other than a Stockholder or any of its Affiliates, would beneficially own 50% or
more of the total voting power of the Company's outstanding capital stock in one
transaction or a series of related transactions, or (v) the formation of any
form of partnership, joint venture, association or other business organization
or strategic alliance, in which the Company would participate if, as a result
thereof, all or substantially all of the assets of the Company would be
Transferred to any Person not wholly owned by the Company or one or more wholly
owned Subsidiaries of the Company.
"Contract" means any written or oral agreement, contract, arrangement or
instrument.
"Person" means an individual, partnership, corporation, joint stock
company, unincorporated organization or association, trust or joint venture, or
a governmental agency or political subdivision thereof.
"Purchaser Group" means, collectively, the Purchasers and all Purchaser
Transferees (as defined in Section 2.1 (f)).
"Relative" means, with respect to any Stockholder, the spouse of such
Stockholder or any of such Stockholder's ancestors, descendants, siblings,
descendants of any such siblings, or the spouse of any of the foregoing
"Right" means any option, warrant, security, right or other instrument
convertible into or exchangeable or exercisable for or otherwise giving the
holder thereof the right to acquire, directly or indirectly, any Common Stock or
any other such option, warrant, security, right or instrument.
"Shares" means shares of Common Stock.
"Subsidiary" means any corporation, association or other organization
whether incorporated or unincorporated of which at least a majority of the
securities or interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or others performing similar
functions with respect to such corporation or other organization is at the time
directly or indirectly owned or controlled by another corporation, association
or other organization, or by any one or more Subsidiaries of such other
corporation, association or other organization, or by such other corporation,
association or other organization and one or more of its Subsidiaries.
"Transfer" means, directly or indirectly, any transfer, sale, assignment,
pledge, hypothecation, gift, or other transfer or disposition, whether or not by
operation of law and whether or not voluntarily, of any Shares or any interest
therein.
Section 1.2. Interpretation. Unless otherwise indicated to the contrary
herein by the context or use thereof: (i) the words, "herein," "hereto,"
"hereof" and words of similar import refer to this Agreement as a whole and not
to any particular Section or paragraph hereof; (ii) words importing the
masculine gender shall also include the feminine and neutral genders, and vice
versa; and (iii) words importing the singular shall also include the plural, and
vice versa.
Page 29 of 57 Pages
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ARTICLE II
Restrictions on Certain Transfers
Section 2.1. Tag-Along. (a) Except as set forth in paragraphs (f) and (g)
below, no Stockholder (an "Initiating Stockholder"), whether acting alone or in
concert with any other Stockholder, shall enter into a Contract to Transfer,
arrange for the Transfer of or Transfer to any Person or group (as defined
pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended), directly or indirectly or through one or more intermediaries, in a
single transaction or a series of related transactions, any Shares then
beneficially owned by the Initiating Stockholder or any interest therein, if
immediately following the consummation of such Transfer, such acquiring Person
or group, together with any Affiliates thereof (or Affiliate of any member of
such group), would be the beneficial owner, directly or indirectly, of more than
50% of the outstanding Shares (including as outstanding for such purpose any
Shares issuable upon exercise of any Rights to be acquired from such Initiating
Stockholder and all other Rights beneficially owned by any such Affiliate,
Person, group or member thereof), unless all Stockholders are given the
opportunity to Transfer all (but not less than all) of the Shares then owned by
each of them (including without limitation Shares issuable upon exercise of
Rights then owned by each of them) concurrently with such proposed Transfer on
terms (including, without limitation, the form and amount of, and the time of
receipt of, consideration therefor) identical to those applicable to such
proposed Transfer (the "Tag-Along Rights").
(b) No opportunity shall be deemed given to any Stockholder for purposes of
Section 2.1 (a) unless (i) such Stockholder shall have received written notice
from the Initiating Stockholder setting forth the material terms of the proposed
Transfer (a "Tag-Along Notice"), and shall have been given at least twenty days
after receipt of such Tag-Along Notice to exercise its rights contained in this
Section 2.1 by giving written notice thereof to the Initiating Stockholder (a
"Tag-Along Exercise Notice"), (ii) if such Stockholder is then the holder of any
Rights, it shall be permitted to exercise, convert or exchange such Rights
strictly in accordance with the terms thereof, (iii) the terms on which the
Initiating Stockholder actually sells its Shares are no more favorable to the
Initiating Stockholder (including, without limitation, the form and amount of,
and the time of receipt of, consideration therefor), than the terms set forth in
the Tag-Along Notice given by it pursuant to clause (i) of this sentence, (iv)
the Person or group to which the applicable Transfer is proposed to be made
makes an offer to all of the Stockholders to purchase any or all outstanding
Shares then owned by the Stockholders (including Shares issuable upon the
exercise, conversion or exchange of Rights) that (A) is distributed in writing
to all Stockholders, (B) is open for acceptance by all Stockholders for a period
of at least twenty business days after such distribution, and (C) provides for
per Share consideration identical to that being paid in the Transfer to each
Stockholder who accepts such offer, and (v) the Person or group to which the
Initiating Stockholder Transfers its Shares purchases, at or prior to the time
of purchase of such Shares, from each Person exercising his or its rights
pursuant to this Section 2.1, at least such number of Shares as such Person
shall specify in the notice given by such Person pursuant to clause (i) of this
sentence.
(c) The Initiating Stockholder and any proposed Transferee shall have the
right, in their sole discretion, at all times prior to consummation of any
proposed Transfer, to abandon any such proposed Transfer whereupon all Tag-Along
Rights with respect to such proposed Transfer shall terminate, and neither the
Initiating Stockholder nor any proposed Transferees shall have any liability or
obligation to any Stockholder with respect thereto.
(d) In determining the consideration paid for purposes hereof, the
aggregate purchase price shall be increased to the extent that the Initiating
Stockholder or its Affiliates shall receive additional consideration (i) for
covenants against competition, or (ii) for services (such as pursuant to
management or consulting agreements) in amounts in excess of amounts which would
be payable to a third party in an arms' length transaction.
(e) If any Stockholder does not timely deliver a Tag-Along Exercise Notice,
such Stockholder will be deemed to have waived its rights with respect to the
proposed Transfer described in the Tag-Along Notice and the Initiating
Stockholder shall have 60 days after the expiration date for the delivery of
such Tag-Along Exercise Notice in which to Transfer not more than the number of
Shares described in the Tag-Along Notice on terms not more favorable to the
Initiating Stockholder than were set forth in the Tag-Along Notice. If, at the
end of such 60-day period, the
Page 30 of 57 Pages
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Initiating Stockholder has not completed the Transfer of its Shares in
accordance with the terms described in the Tag-Along Notice, then all of the
restrictions on sale or other disposition contained in this Agreement with
respect to Shares beneficially owned by the Initiating Stockholder shall again
be in effect.
(f) The provisions of this Section 2.1 shall not apply to any Transfer (x)
by any Purchaser that is an individual (an "Individual Purchaser" ) or a
Purchaser Transferee (as defined below) that is an individual (an "Individual
Transferee"), by inter vivos gift, qualified domestic relations order,
testamentary bequest or otherwise, with or without consideration, of any Shares
which the Individual Purchaser or such Individual Transferee may now or at any
time hereafter own to (i) a trust for the benefit of such Individual Purchaser
or such Individual Transferee, as applicable, or for one or more of such
Individual Purchaser's or such Individual Transferee's Relatives, as applicable,
or (ii) to one or more of such Individual Purchaser's or such Individual
Transferee's Relatives, as applicable, or (y) with or without consideration, by
any Purchaser or a Purchaser Transferee of any Shares which such Person may now
or at any time hereafter own to any other Purchaser, or any Affiliate of any
Purchaser; provided, however, that any such Transferee pursuant to either clause
(x) or clause (y) (a "Purchaser Transferee") shall expressly agree in writing in
an instrument satisfactory to the Company to be bound by the terms of this
Agreement. Any Shares, or any interest therein, Transferred pursuant to this
clause (f) shall continue to be subject to the terms of this Agreement.
(g) The provisions of this Section 2.1 shall not apply to any Transfer by
Brand or a Brand Transferee (as defined below), by inter vivos gift, qualified
domestic relations order, testamentary bequest or otherwise, with or without
consideration, of any Shares which Brand or such Brand Transferee may now or at
any time hereafter own to (i) a trust for the benefit of Brand or such Brand
Transferee, as applicable, or for one or more of Brand's or such Brand
Transferee's Relatives, as applicable, or (ii) to one or more of Brand's or such
Brand Transferee's Relatives, as applicable; provided, however, that any such
Transferee (a "Brand Transferee") shall expressly agree in writing in an
instrument satisfactory to the Company to be bound by the terms of this
Agreement. Any Shares, or any interest therein, Transferred pursuant to this
clause (g) shall continue to be subject to the terms of this Agreement.
Section 2.2. Go-Along Obligations. (a) Subject to the provisions of Section
2.2(c), if at any time after the date hereof, any member of the Purchaser Group
receives a firm, bona fide, written offer from a third party (an "Offeror") to
purchase or otherwise acquire all of the Shares beneficially owned by the
Purchaser Group in one transaction or series of related transactions, and the
holders of a majority of the Shares beneficially owned by all of the members of
the Purchaser Group (the "Majority Holders") have determined to accept such
offer, then, notwithstanding the other provisions of this Agreement, the
Majority Holders shall have the right (the "Go-Along Right") to require all
other Stockholders to sell or otherwise dispose of all Shares beneficially owned
by them to such Offeror on the same terms and conditions set forth in such
offer. In determining the consideration to be paid pursuant to such offer, the
aggregate purchase price for the Shares to be sold by the Purchaser Group shall
be increased to the extent that any member of the Purchaser Group or their
respective Affiliates shall receive additional consideration (i) for covenants
against competition, or (ii) for services (such as pursuant to management or
consulting agreements) in amounts in excess of amounts which would be payable to
a third party in an arms' length transaction.
(b) If the Majority Holders elect to exercise their Go-Along Rights
hereunder, they shall provide written notice (the "Go-Along Notice") to the
Company and each other Stockholder of such election at least 20 days prior to
the closing date for such transaction, which Go-Along Notice shall include the
terms and conditions of such offer, the name of the Offeree and the proposed
closing date of such transaction. Each other Stockholder shall be obligated to
sell or otherwise dispose of all Shares beneficially owned by it to such Offeror
in accordance with the terms set forth in the Go-Along Notice. However, if such
transaction is not completed within 90 days of the giving of such Go-Along
Notice, then any exercise by the Majority Holders of their Go-Along Right shall
require a new notice pursuant to this Section 2.2.
(c) Notwithstanding the other provisions of this Section 2.2, no
Stockholder shall be required to Transfer its Shares pursuant to this Section
2.2 unless the consideration to be received by the Stockholders in exchange for
the Shares to be Transferred to the Offeror pursuant to such transaction shall
have been determined to be fair to the Stockholders pursuant to a written
fairness opinion issued by an investment banking firm selected by the Company's
Page 31 of 57 Pages
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Board of Directors with the concurrence of (x) the holders of a majority of the
Shares then owned by Brand and any Brand Transferees, as a group, and (y) the
Majority Holders.
Section 2.3. Additional Transfer Restrictions. Without the prior approval
of the Majority Holders, which approval shall not be unreasonably withheld or
delayed, neither Brand nor any Brand Transferee, whether acting alone or in
concert with any other Person, shall enter into a Contract to Transfer, arrange
for the Transfer of or Transfer to any Person or group (as defined pursuant to
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended)
(other than to Brand or a Brand Transferee), directly or indirectly or through
one or more intermediaries, in a single transaction or a series of related
transactions, any Shares then beneficially owned by Brand or such Brand
Transferee or any interest therein, if immediately following the consummation of
such Transfer, such acquiring Person or group, together with any Affiliates
thereof (or Affiliate of any member of such group), would be the beneficial
owner, directly or indirectly, of 20% or more of the outstanding Shares
(including as outstanding for such purpose any Shares issuable upon exercise of
any Rights to be acquired from Brand or a Brand Transferee in such transaction
and all other Rights beneficially owned by any such Affiliate, Person, group or
member thereof). For purposes of this Section 2.3, the Majority Holders shall be
deemed to have approved a Transfer pursuant to this Section 2.3 if Brand or the
Brand Transferee, as the case may be, gives written notice to the Purchasers of
his, its or their intention to make a Transfer pursuant to this Section 2.3,
which notice shall include the terms and conditions of such Transfer, the names
of the proposed acquiring Person or group and the proposed closing date of such
Transfer, and Brand or the Brand Transferee, as the case may be, shall not have
received within 10 days thereafter a written notice from the Majority Holders
objecting to the proposed Transfer.
ARTICLE III
Board of Directors; Committees
Section 3.1. Composition of the Board of Directors. (a) Subject to the
provisions of Section 3.1 (b) and 3.1 (d), the Company shall use its best
efforts to, and each Stockholder shall, take and cause to be taken all necessary
action (corporate and other), including the voting of Shares, to set the number
of directors at seven and to elect as the members of the Board four individuals
(the "Brand Directors") selected and nominated from time to time by Brand
(provided that such individuals shall be reasonably satisfactory to a majority
of the directors appointed by the Purchaser Group) and three individuals (the
"Purchaser Directors") selected and nominated from time to time by the Purchaser
Group, by action of the Majority Holders (provided that such individuals shall
be reasonably satisfactory to a majority of the Brand Directors); provided,
however, that in the event that the Purchaser Group acquires all of the
Additional Securities (as defined in the Purchase Agreement) pursuant to the
terms of Section 1.4 of the Purchase Agreement, the number of directors shall be
set at eight and the Purchaser Group shall have the right from and after the
Option Closing Date (as defined in the Purchase Agreement) to appoint a fourth
Purchaser Director; provided, further, that if any member of the Purchaser Group
is ever entitled to appoint a member of the Board pursuant to the rights granted
by the Company to the holders of the Cerberus Debentures (as such term is
defined in the Purchase Agreement) as a result of the purchase of the Cerberus
Debentures or otherwise, the size of the Board and the number of directors which
the Purchaser Group shall have the right to appoint pursuant to the terms hereof
shall be reduced by one. At any time during which the Purchaser Group is
entitled to appoint at least four Purchaser Directors pursuant to the provisions
of this Section 3.1 (a), at the request of either Brand or the Majority Holders,
the size of the Board shall be increased by one and Brand and the Purchaser
Group by action of the Majority Holders, shall mutually select one additional
director who shall not be employed by or otherwise be an Affiliate of either the
Company, Brand or any member of the Purchaser Group (the "Independent Director")
to fill the vacancy caused by such increase in the size of the Board.
(b) In the event that Cerberus Partners L.P. ("Cerberus") or any other
holder of the Cerberus Debentures (Cerberus or such holder, the 'Debenture
Holder") exercises its right to appoint a member of the Board pursuant to the
terms of the Unit Purchase Agreement, dated as of March 7, 1996 (the "Cerberus
Agreement"), by and between the Company and Cerberus, the number of directors
shall be increased by two, one of such additional directors shall be the
director appointed by the Debenture Holder (the "Debenture Director") and Brand
and the Purchaser Group, by action of the Majority Holders, shall mutually
select one additional Independent Director to fill the vacancies caused by such
Page 32 of 57 Pages
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increase in the size of the Board. Each Stockholder shall use its best efforts
to cause the Company to comply with the requirements of the Cerberus Agreement,
including without limitation, voting all of their Shares in favor of the
election of such person as the Debenture Holder may designate as a director of
the Company. In the event that the Debenture Director resigns, is removed or
otherwise is unable to continue to serve as a director of the Company and the
Debenture Holder does not exercise its right to appoint a successor Debenture
Director, one Independent Director to be mutually selected by Brand and the
Majority Holders shall be deemed to have resigned as a director effective as of
the date that the Debenture Holder notifies the Company that it will not
exercise its rights under the Cerberus Agreement and shall cease to be a member
of the Board of Directors.
(c) The term of office of all directors shall continue until the next
succeeding annual meeting of stockholders of the Company and until their
successors are duly elected and qualified. Each of Brand and the Purchaser Group
shall at all times have the right, exercisable by such Person in his or its sole
discretion, to designate successors for the directors appointed by such Person
(provided that such successors shall be reasonably satisfactory to a majority of
the Purchaser Directors or the Brand Directors, as the case may be), to cause
the Stockholders to remove, with or without cause, one or more of the directors
appointed by such Person, and to fill any vacancy on the Board resulting from
the death, resignation or removal of any director appointed by such Person
(provided that any nominee selected to fill such a vacancy shall be reasonably
satisfactory to a majority of the Brand Directors or the Purchaser Directors, as
the case may be); provided, however, that no such actions may be taken with
respect to any Independent Director unless mutually agreed to by Brand and the
Purchaser Group and; provided, further, that any Independent Director shall be
reasonably satisfactory to a majority of both the Brand Directors and the
Purchaser Directors. Each Stockholder shall vote for such removal and for the
election of such successor or successors at a meeting of the stockholders or
shall execute a written consent to such effect without a meeting and consents to
the prompt holding of a special meeting for that purpose, in each case, at the
written request of the Person seeking to remove and replace such director given
to the Company.
(d) The permanent successor Chief Executive Officer hired pursuant to
Section 4.4 hereof shall become a member of the Board effective as of the
effective date of his or her employment by the Company (the "Commencement Date")
and shall be deemed to be a Brand Director for all purposes hereunder. On or
prior to the Commencement Date, Brand and any Brand Transferees shall take all
action reasonably necessary to cause a Brand Director to resign from the Board
effective as of the Commencement Date and to appoint the permanent Chief
Executive Officer to fill the vacancy created by such resignation.
(e) In the event that either Brand or the Purchaser Group is no longer
entitled to designate directors pursuant to this Article III, all directors
designated by such Person (other than the permanent Chief Executive Officer
hired pursuant to Section 4.4 hereof) shall be deemed to have resigned as
directors effective immediately and shall cease to be members of the Board.
(f) The participation of any former director in the deliberations of the
Board subsequent to the date of his or her termination as a director shall not
affect in any respect any corporate action which has been approved by a majority
of the remaining members of the Board, whether at a meeting at which a quorum of
the Board (excluding any such former director) was present or pursuant to a
written consent signed by the remaining directors.
Section 3.2. Quorum. At all meetings of the Board, the presence, in person
or by proxy, of a majority of the entire Board shall constitute a quorum for the
transaction of business. Any director may participate in a meeting of the Board,
or any committee thereof, by means of conference telephone or similar
communications equipment by means of which all Persons participating in the
meeting can hear each other.
Section 3.3 Composition of Board Committees. Promptly following the
execution and delivery of this Agreement, the Stockholders shall take and shall
cause their respective director designees to take all actions necessary and
advisable to (i) cause the Executive Committee of the Board (the "Executive
Committee") to be comprised of two Brand Directors to be designated from time to
time by Brand (one of whom shall be the chairman of the committee) and one
Purchaser Director to be designated from time to time by the Purchaser Group;
provided, however, that from and after the Option Closing Date, the size of the
Executive Committee shall be increased by one and the Purchaser Group shall have
the right to designate a second Purchaser Director to be a member of the
Executive Committee, and;
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provided, further, that from and after the Commencement Date, the size of the
Executive Committee shall be further increased by one and the permanent Chief
Executive Officer of the Company shall become a member of the Executive
Committee, ex officio, (ii) cause the Compensation Committee of the Board to be
comprised of two Brand Directors to be designated from time to time by Brand and
two Purchaser Directors to be designated from time to time by the Purchaser
Group, and (iii) cause the Audit Committee of the Board to be comprised of two
Brand Directors to be designated from time to time by Brand and two Purchaser
Directors to be designated from time to time by the Purchaser Group.
Section 3.4. Action by Stockholders to Reconstitute Board of Directors or
Committees Thereof. If at any time and for any reason the Board shall fail to be
constituted as required by this Article III, then, at the request of any
Stockholder, the Company shall cause a special meeting of stockholders to be
held or the Stockholders shall act by written consent of stockholders without a
meeting for the purpose of taking whatever action may be necessary to assure
that the Board is constituted as set forth in this Article III as promptly as
practicable. If at any time and for any reason the committees of the Board shall
fail to be constituted as required by this Article III, then, at the request of
any Stockholder, the Company and the Stockholders shall take whatever action may
be necessary to assure that such committees are constituted as set forth in this
Article III as promptly as practicable.
Section 3.5. Certain Covenants. Each Stockholder shall vote, in person or
by proxy, all Shares over which it may have or share voting power, at any annual
or special meeting of stockholders of the Company called for the purpose of
voting on the election of directors, or to execute written consents of
stockholders without a meeting with respect to the election of directors, to
vote in favor of the election of each director nominated in accordance with
Section 3.1 and in favor of the removal of any director who is required to be
removed pursuant to Section 3.1 and to take all other necessary and appropriate
actions to cause such events to occur. The Company shall use its best efforts to
cause Persons to be so nominated, elected or removed, as the case may be, in
accordance with the applicable provisions of this Agreement. Each Stockholder
shall vote all Shares over which it may have or share voting power and shall
take all other actions necessary and appropriate (including, without limitation,
removing any director) to ensure that the Company's Certificate of Incorporation
and by-laws contain all provisions necessary to implement the terms of this
Agreement and do not at any time conflict with the provisions of this Agreement
and shall not vote to approve (or consent to the approval of) any amendment to
the Company's Certificate of Incorporation or by-laws which would be
inconsistent with this Agreement.
ARTICLE IV
Other Corporate Matters
Section 4.1. Management of the Company; Certain Actions. (a) The business
and affairs of the Company shall be managed by or under the direction of the
Board, subject to the provisions set forth in this Section 4.1 and Section 4.2.
(b) Subject to oversight and control by the Board, the senior management of
the Company shall have the right to manage the day to day operations of the
Company, including, without limitation, the implementation of the Company's
strategic and business plans, ordinary course dealings with customers and
suppliers, the hiring and firing of officers and employees of the Company and
its Subsidiaries, and the ordinary course operation of the Company's business as
it is currently being conducted, and neither any member of the Purchasers nor
the Purchaser Directors shall take any action, directly or indirectly, which may
reasonably be expected to hinder, impede, interfere with or otherwise restrict
the management of the Company's affairs as aforesaid.
(c) In the event that a majority of the Purchaser Directors (a "Purchaser
Majority") recommend to the Board that the Company enter into a Company Sale,
Brand and any Brand Transferees shall use their respective best efforts to cause
the Brand Directors to vote in favor of such Company Sale; provided, however,
that neither Brand nor any Brand Transferee shall have any obligation to cause
the Brand Directors to vote in favor of a Company Sale if counsel of recognized
standing advises the Brand Directors that approval of the Company Sale
recommended by the Purchaser Directors would result in a breach of fiduciary
duty by the Brand Directors.
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Section 4.2. Actions Requiring Purchaser Approval. The Company shall not,
and no officer of the Company shall have the power or authority to cause the
Company to, without the consent of a Purchaser Majority:
(a) redeem, repurchase or otherwise acquire shares of the Company's
capital stock except pursuant to or in connection with (i) the conversion
of any class or series of the Company's capital stock into another security
of the Company, (ii) the exercise of any Right, (iii) the redemption, at
the request of the holder thereof, of shares of any class or series of
capital stock that is redeemable at the option of the holder thereof, (iv)
any compensatory plan or arrangement with an officer, director or employee
of the Company or its Subsidiaries; provided, however, that such plan or
arrangement has been approved by the Board or the Compensation Committee
thereof; or
(b) take any voluntary action in furtherance of the liquidation,
dissolution or winding up of the business of the Company.
Section 4.3. Voting by Stockholders. Each Stockholder shall vote, in person
or by proxy, all Shares over which it may have or share voting power, at any
annual or special meeting of stockholders of the Company (i) in favor of all
matters approved by a majority of the entire Board (or a majority of all of the
members of any duly constituted committee thereof) pursuant to Section 4.1 (a),
(ii) in favor of all matters approved by the entire Board upon the
recommendation of a Purchaser Majority pursuant to Section 4.1(c) or Section
4.2, and (iii) against all matters not approved by the Board or a duly
constituted committee thereof pursuant to clauses (i) or (ii).
Section 4.4. Executive Search. Promptly following the execution and
delivery hereof, the Board shall establish an ad hoc committee of the Board (the
"Search Committee"), the members of which shall include the Company's Chief
Executive Officer (who shall be the chairman), the Company's Chief Operating
Officer and two Purchaser Directors, which shall promptly commence a search for
a suitably qualified permanent successor to the Chief Executive Officer. The
Search Committee may establish such regulations for its operations as the
members thereof may determine are necessary or advisable. Without limiting the
generality of the foregoing, the Search Committee shall be authorized to engage
such consultants and other agents to assist in the identification and evaluation
of appropriate candidates as the members thereof deem necessary or advisable.
The Search Committee shall report to the Board on its activities from time to
time as events warrant. Following the completion of its initial screening
process and interviews with appropriate candidates, the Search Committee shall
recommend one or more finalists to the Board and, with consultation from the
Board, shall complete all arrangements relating to the hiring of a new Chief
Executive Officer from the list of finalists; provided, however, that such new
Chief Executive Officer shall be approved by Brand, which approval may be
withheld by Brand in his sole and absolute discretion. The terms and conditions
of any such hiring shall be approved by the Board upon the advice and with the
recommendation of Compensation Committee of the Board. In the event that the
permanent Chief Executive Officer ceases to serve as the Chief Executive Officer
of the Company for any reason, then, for purposes of this Agreement (including,
without limitation, the Board and Board committee composition provisions
hereof), the Company shall be deemed to have not designated a permanent
successor Chief Executive Officer and the provisions of this Section 4.4 shall
again come into effect.
Section 4.5. Indemnification; Maintenance of D&O Insurance. The Company
shall indemnify the directors and officers of the Company to the fullest extent
permissible under Delaware law and, without limiting the generality of the
foregoing, the Company and the Stockholders shall take all actions necessary to
include provisions in the Company's Certificate of Incorporation limiting the
liability of directors to the maximum extent permitted by Delaware law and
providing that the directors and officers shall be indemnified to the maximum
extent permitted by Delaware law. The Company shall maintain appropriate
directors and officers insurance in such amounts and covering such risks as the
Board may determine from time to time in light of the cost and availability of
such insurance.
Page 35 of 57 Pages
<PAGE>
ARTICLE V
Legend
Section 5.1. Legends. Any certificates evidencing Shares subject to this
Agreement shall be stamped or endorsed with a legend in substantially the
following form; provided, however, that in the event that Shares are registered
under the Securities Act of 1933, as amended, the Company shall promptly upon
request, but in any event not later than is necessary in order to consummate any
sale pursuant to any underwriting agreement or sales agency agreement relating
thereto, deliver a replacement certificate not containing the first paragraph of
the legend below in exchange for the legended certificate (it being understood
that such legend shall be placed on such replacement certificate if the sale
does not occur in accordance with the terms of the registration statement); and
provided, further, that the Company shall upon termination of this Agreement
promptly upon request deliver a replacement certificate not containing the
second paragraph of the legend below in exchange for the legended certificate:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS,
AND ACCORDINGLY NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
IN ADDITION, TRANSFERS, VOTING AND OTHER MATTERS IN RESPECT OF THE SHARES OF
COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS
AGREEMENT DATED AS OF JULY 29, 1997 AMONG THE COMPANY AND CERTAIN STOCKHOLDERS
NAMED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY AND MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
COMPANY.
Section 5.2. Removal of Legends. From and after the effective date of any
registration statement registering the Shares subject hereto for sale pursuant
to the Securities Act of 1933, as amended, and compliance by the Company with
any applicable state securities or "Blue Sky" laws, the Stockholders shall be
entitled to exchange the certificates representing their Shares for certificates
not bearing the first restrictive legend set forth in Section 5.1 above. In
connection with any Transfer permitted pursuant to this Agreement (other than
Transfers pursuant to Sections 2.1(f) or 2.1(g)), the Stockholder Transferring
Shares shall be entitled to exchange the certificates representing the Shares
being Transferred for replacement certificates not bearing the second
restrictive legend set forth in Section 5.1 above.
ARTICLE VI
Effectiveness; Termination
Section 6.1. Effectiveness; Termination of Agreement. This Agreement shall
become effective as of the date first above written and shall terminate upon the
earliest to occur of the following: (i) upon the written consent of (x) the
Majority Holders, and (y) the holders of a majority of the shares of Common
Stock then beneficially owned by Brand and any Brand Transferee, as a group,
(ii) Brand and any Brand Transferees, as a group, or the Purchaser Group
becoming the beneficial owner of less than 10% of the outstanding Common Stock
(determined on a fully-diluted basis), or (iii) the consummation of a Company
Sale, only to the extent that such transaction has been duly approved pursuant
to Section 4.1 (c); provided, however, that no such termination shall relieve
any Person of any liability for a breach or default.
Page 36 of 57 Pages
<PAGE>
ARTICLE VII
Miscellaneous
Section 7.1 . Recapitalization, Exchanges, etc. Affecting the Common Stock.
The provisions of this Agreement shall apply to the full extent set forth herein
with respect to (a) the Shares and (b) any and all shares of capital stock of he
Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or in substitution for the Shares, by reason of any stock
dividend, split, reverse split, combination, recapitalization, reclassification,
merger, consolidation or otherwise. In the event of any change in the
capitalization of the Company, as a result of any stock split, stock dividend or
stock combination, the provisions of this Agreement shall be appropriately
adjusted.
Section 7.2 No Joint Venture or Partnership. No party shall have any
authority to bind or commit any other party hereto and no such authority shall
be implied by the provisions hereof. Nothing herein shall be deemed or construed
to create a joint venture, partnership or agency relationship between any of the
parties hereto for any purpose.
Section 7.3. Injunctive Relief. Each party hereto acknowledges that it
would be impossible to determine the amount of damages that would result from
any breach of any of the provisions of this Agreement and that the remedy at law
for any breach, or threatened breach, of any of such provisions would likely be
inadequate and, accordingly, each other party shall, in addition to any other
rights or remedies which it may have, be entitled to equitable and injunctive
relief, including, without limitation, temporary, preliminary and permanent
injunctive relief, to compel specific performance of, or restrain any party from
violating, any of such provisions. In connection with any action or proceeding
for injunctive relief, each party hereto hereby waives the claim or defense that
a remedy at law alone is adequate and, to the maximum extent permitted by law,
consents to have each provision of this Agreement specifically enforced against
him or it, without the necessity of posting bond or other security against him
or it, and consents to the entry of injunctive relief against him or it
enjoining or restraining any breach or threatened breach of such provisions of
this Agreement.
Section 7.4. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives. This Agreement shall be for the sole benefit
of the parties to this Agreement and their respective successors, assigns and
legal representatives and is not intended, nor shall be construed, to give any
Person, other than the parties hereto and their respective successors, assigns
and legal representatives, any legal or equitable right, remedy or claim
hereunder. This Agreement may not be assigned by operation of law or otherwise,
and any attempted assignment shall be null and void, except that, any
Stockholder may assign its rights hereunder, in whole but not in part, in
connection with a Transfer of Shares made in compliance with all of the
provisions of this Agreement. If any Stockholder shall acquire additional
Shares, in any manner, whether by a Transfer permitted hereunder, operation of
law or otherwise, such Shares shall be held subject to all of the terms of this
Agreement, and by taking and holding such Shares such Person shall be
conclusively deemed to have agreed to be bound by and to comply with all of the
terms and provisions of this Agreement. Any Transferee wishing to become a party
hereto or otherwise required to become such a party shall execute an instrument
in the form of Exhibit A hereof agreeing to be bound by the provisions hereof.
Section 7.5. Expenses. Except as provided in the Purchase Agreement, each
party hereto shall pay its own expenses incident to this Agreement and the
transactions contemplated hereby.
Section 7.6. Amendment; Waiver. (a) This Agreement may be amended by a
written instrument duly executed by the parties affected thereby.
(b) No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon breach thereof shall constitute a waiver of any
such breach or of any other covenant, duty, agreement or condition, any such
waiver being effective only if contained in a writing executed by the waiving
party.
Page 37 of 57 Pages
<PAGE>
Section 7.7. Notices. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, when delivered by courier, three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested), or
when received by facsimile transmission upon receipt of a confirmed transmission
report, as follows:
If to the Company: 50 Orville Drive
Bohemia, New York 11716
Tel: (516) 784-4110
Fax: (516) 784-4132
Attention: Chief Executive Officer
and if to the other parties at the address or facsimile transmission number
specified below its name on the signature pages hereto (or, in the case of
Persons who become parties hereto subsequently, at their last addresses or
facsimile transmission numbers shown on the record books of the Company). Any
party hereto, by notice given to the other parties hereto in accordance with
this Section 7.7, may change the address or facsimile transmission number to
which such notice or other communications are to be sent to such party. Whenever
pursuant to this Agreement any notice is required to be given by any Stockholder
to any other Stockholder or Stockholders, such Stockholder may request from the
Company a list of addresses and facsimile transmission numbers of all
Stockholders of the Company, which list shall be promptly furnished to such
Stockholder.
Section 7.8. Inspection. For so long as this Agreement shall be in effect,
this Agreement, any amendments hereto and a complete list of the names and
addresses of all Stockholders shall be made available for inspection and copying
on any business day by any Stockholder at the offices of the Company at the
address thereof set forth in Section 7.7 above.
Section 7.9. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF, EXCEPT TO THE EXTENT
THAT THE PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW APPLY THERETO.
Section 7.10. Headings. The descriptive headings of the several sections in
this Agreement are for convenience only and do not constitute part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement.
Section 7.11. Integration. This Agreement and the other writings referred
to herein or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect to
its subject matter other than those expressly set forth or referred to herein.
Section 7.12. Severability. If any term or provision of this Agreement or
any application thereof shall be declared or held invalid, illegal or
unenforceable, in whole or in part, whether generally or in any particular
jurisdiction, such provision shall be deemed amended to the extent, but only to
the extent, necessary to cure such invalidity, illegality or unenforceability,
and the validity, legality and enforceability of the remaining provisions, both
generally and in every other jurisdiction, shall not in any way be affected or
impaired thereby.
Section 7.13. Consent to Jurisdiction. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District Court for the Southern District of New
York for the purpose of any suit, action, proceeding or judgment relating to or
arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served
on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Agreement. Each of the parties hereto
irrevocably consents to the jurisdiction of any such court in any such suit,
action or
Page 38 of 57 Pages
<PAGE>
proceeding and to the laying of venue in such court. Each party hereto
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any
such suit action or proceeding brought in any such court has been brought in an
inconvenient forum.
Section 7.14. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
LOGIMETRICS, INC.
By:/s/ Charles S. Brand
--------------------------
Name:
Title:
/s/ Charles S. Brand
--------------------------
Charles S. Brand
20 Meridian Road
Eatontown, New Jersey 07724
Tel: (908) 935-7150
Fax: (908) 935-7151
CRAMER ROSENTHAL McGLYNN, INC.
By:/s/ Eugene A. Trainor
--------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 39 of 57 Pages
<PAGE>
L A.D. EQUITY PARTNERS, L.P
By: Flint Investments, Inc.
Its General Partner
By:/s/ Arthur J. Pergament
--------------------------
Name: Arthur J. Pergament
Title: Vice President
520 Madison Avenue
New York New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
/s/ Gerald B. Cramer
--------------------------
Gerald B. Cramer
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax (212) 644-8291
/s/ Edward J. Rosenthal
----------------------------
Edward J. Rosenthal, Keogh
520 Madison Avenue
New York, New York 10022
Tel. (212) 838-3830
Fax (212) 644-8291
Page 40 of 57 Pages
<PAGE>
CRM 1997 ENTERPRISE FUND, LLC
By: Cramer Rosenthal McGlynn, Inc.
Its Managing Member
By:Eugene A. Trainor
----------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
CRM PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
----------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 41 of 57 Pages
<PAGE>
CRM RETIREMENT PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
CRM MADISON PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 42 of 57 Pages
<PAGE>
CRM U.S. VALUE FUND, LTD.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
CRM EURYCLEIA PARTNERS, L.P.
By: CRM Eurycleia Investment, LLC.
Its General Partner
By: CRM Management, Inc.
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 43 of 57 Pages
322867.1
<PAGE>
A C. ISRAEL ENTERPRISES, INC.
By:/s/ Jay Howard
-----------------
Name: Jay Howard
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: CRM Management Inc.,
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel; (212) 838-3830
Fax: (217) 644-8291
Page 44 of 57 Pages
<PAGE>
/s/ Richard S. Fuld, Jr.
------------------------
Richard S. Fuld, Jr.
By: Cramer Rosenthal McGlynn, Inc.,
Attorney-in-Fact
By:/s/ Eugene A. Trainor
------------------------
Name: Eugene A. Trainor
Title Chief Financial Officer
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (217) 644-8291
PAMELA EQUITIES CORP.
By:/s/ Greg Manocherian
-----------------------
Name:
Title:
3 New York Plaza
18th Floor
New York, New York 10004
Tel: (212) 837-4829
Fax:(212) 837-4938
Page 45 of 57 Pages
<PAGE>
WHITEHALL PROPERTIES, LLC
By:/s/ Greg Manocherian
-----------------------
Name:
Title: Manager
3 New York Plaza
18th Floor
New York, New York 10004
Tel: (212) 837-4829
Fax: (212) 837-4938
KABUKI PARTNERS ADP, GP
By:/s/ Greg Manocherian
-----------------------
Name:
Title: General Partner
3 New York Plaza
18th Floor
New York, New York 10004
Tel: (212) 837-4829
Fax: (212) 837-4938
MBF CAPITAL CORP.
By:/s/ Mark B. Fisher
---------------------
Name: Mark B. Fisher
Title: President
12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
Page 46 of 57 Pages
<PAGE>
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By:/s/ Mark B. Fisher
---------------------
Name: Mark B. Fisher
Title: President
12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
PHINEAS BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By:/s/ Mark B. Fisher
---------------------
Name: Mark B. Fisher
Title: President
12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
/s/ Mark B. Fisher
---------------------
Mark B. Fisher
12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
Page 47 of 57 Pages
<PAGE>
McGLYNN FAMILY PARTNERSHIP
By:/s/ Ronald H. McGlynn
------------------------
Name: Ronald H. McGlynn
Title: General Partner
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Fred M. Filoon
---------------------
Fred M. Filoon
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
/s/ Eugene A. Trainor
---------------------
Eugene A. Trainor
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 48 of 57 Pages
<PAGE>
EXHIBIT A
In consideration of the Transfer of Shares to the undersigned, the
undersigned, having all due authority, hereby agrees to be bound by the terms
and provisions of the Stockholders Agreement, dated as of July 29, 1997 (the
"Stockholders Agreement"), by and among LogiMetrics, Inc. and the Stockholders
party thereto relating to such Shares as a Stockholder thereunder. Capitalized
defined terms used herein without definition shall have the same meanings
respectively as assigned thereto in the Stockholders Agreement.
Name:
By:
Date:
Page 49 of 57 Pages
EXHIBIT 5
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of July ___, 1997, by
and among: (i) Pamela Equities Corp., a New York corporation, Whitehall
Properties, LLC, a New York limited liability company and Kabuki Partners ADP,
GP, a New York general partnership (collectively, the "Manocherian Entities"),
(ii) MBF Capital Corp., a New York corporation, MBF Broadband Systems, L.P., a
New York limited partnership, MBF Broadband Investments, L.P., a New York
limited partnership and Mark B. Fisher (collectively, the "Fisher Entities"),
and (iii) those entities listed on Exhibit "A" attached hereto (collectively,
the "Cramer Entities"). Each of the Manocherian Entities, the Fisher Entities
and the Cramer Entities is sometimes referred to herein as an "Entity."
WHEREAS:
The Fisher Entities, Manocherian Entities and Cramer Entities (each a "Party",
collectively, the "Parties") are among the parties to a certain Stockholders
Agreement dated as of July ___, 1997 (the "Logi Agreement"), pursuant to which
they have agreed to purchase those interests in an entity known as Logimetrics,
Inc. ("Logi") shown on Exhibit "B" attached hereto;
As provided in the Logi Agreement and the other agreements referred to or
contemplated therein, various groups or "Purchasers" have acquired or
contemplated certain rights and incurred certain obligations including
"tag-along" rights as defined in Section 2.1 of the Logi Agreement;
The Parties, being among the "Purchasers," wish to set forth a further
agreement, as among themselves, with respect to such "tag-along rights."
NOW, THEREFORE, the Parties agree as follows:
<PAGE>
ARTICLE I
Definitions
Except as expressly provided herein, defined terms used herein shall have the
meanings provided in the Logi Agreement.
ARTICLE II
Restrictions on Certain Transfers
Section 2.1. Tag-Along. (a) Except as set forth in Section 2.2, below, no Party
(an "Initiating Party") shall enter into a Contract to Transfer, arrange for the
Transfer of or Transfer to any Person, directly or indirectly, any Shares,
unless all Parties are given the opportunity to Transfer all of the Shares then
owned by each of them (including without limitation Shares issuable upon
exercise of Rights then owned by each of them) concurrently with such proposed
Transfer on terms identical to those applicable to such proposed Transfer (the
"Tag-Along Rights").
(b) No opportunity shall be deemed to have been given to any Party for purposes
of Section 2.1(a) unless:
(i) such Party shall have received written notice from the Initiating Party
setting forth the material terms of the proposed Transfer (a "Tag-Along
Notice"), and shall have been given at least 10 days after receipt of such
Tag-Along Notice to exercise its rights contained in this Section 2.1 by
given written notice thereof to the Initiating Party (a "Tag-Along Exercise
Notice"),
(ii) if such Party is then the holder of any Rights, it shall be permitted
to exercise, convert or exchange such Rights strictly in accordance with
the terms thereof,
(iii) the terms on which the Initiating Party actually sells its Shares are
not more favorable to the Initiating Party, then the terms set forth in the
Tag-Along Notice given by its pursuant to claus (i) above,
<PAGE>
(iv) the Person to which the applicable Transfer is proposed to be made
makes an offer to all of the Parties to purchase all outstanding Shares
then owned by the Parties (including Shares issuable upon the exercise,
conversion or exchange of Rights) that [A] is distributed in writing to all
Parties, [B] is open for acceptance by all Parties for a period of at least
10 business days after such distribution, [C] provides for per Share
consideration identical to that being paid in the Transfer to each Party
who accepts such offer, and
(v) the Person to which the Initiating Party Transfers its Shares
purchases, at or prior to the time of purchase of such Shares, from each
Person exercising his or its rights pursuant to this Section 2.1, at least
such number of Shares as such Person shall specify in the notice given by
such Person pursuant to clause (i), above.
(c) The Initiating Party and any proposed Transferor shall have the right, in
their sole discretion, at all times prior to consummation of any proposed
Transfer, to abandon any such proposed Transfer whereupon all Tag-Along rights
with respect to such proposed Transfer shall terminate, and neither the
Initiating Party nor any proposed Transferees shall have any liability or
obligation to any Party with respect thereto.
(d) In determining the consideration paid for purposes hereof, the aggregate
purchase price shall be increased to the extent that the Initiating Party or its
Affiliates shall receive or be entitled to receive or direct the payment of
additional consideration of any form in amounts in excess of amounts which would
be payable to a third party in an arms' length transaction.
(e) If a Party does not timely deliver a Tag-Along Exercise Notice, such Party
will be deemed to have waived its rights with respect to the proposed Transfer
described in the Tag-Along Notice and the Initiating Party shall have 30 days
after the expiration date for the delivery of such Tag-Along Exercise Notice in
which to Transfer not more than the number of Shares described in the Tag-Along
Notice on terms not more favorable to the Initiating Party than were set forth
in the Tag-Along Notice. If, at the end of such 30-day period, the Initiating
Party has not completed the Transfer
<PAGE>
of its Shares in accordance with the terms described in the Tag-Along Notice,
then all of the restrictions on sale or other disposition contained in this
Agreement with respect to shares beneficially owned by the Initiating Party
shall again be in effect.
Section 2.2. Exceptions. The provisions of Section 2.1 shall not apply to any
Transfer:
(i) to another Entity or to an Affiliate with or without consideration, or
by inter vivos gift, qualified domestic relations order, or testamentary
bequest, or
(ii) to one or more of the Purchaser's Relatives or, with or without
consideration, to any Affiliate of any Purchaser
provided, however, that any transferee pursuant to either clause (i) or
clause (ii), above, shall expressly agree in writing in an instrument
satisfactory to the Parties to be bound by the terms of this Agreement. Any
Shares, or any interest therein, Transferred pursuant to this Section 2.2
shall continue to be subject to the terms of this Agreement.
ARTICLE III
Acknowledgement and Waiver
Each Party, on its own behalf and on behalf of its associated Entities, hereby
acknowledges that it has had a full opportunity to conduct such examination of
the records and affairs of Logi as it sees fit and consult with counsel with
respect thereto, has made the decision to invest in Logi and enter into the Logi
Agreement and the other agreements referred to or contemplated therein (the
"Investment") based on such examination, and in so doing has not relied on any
representation or warranty of any other Party or Entity. Each of the Parties, on
its own behalf and on behalf of its associated Entities, hereby releases the
others and their respective officers, directors, employees and agents, from and
against any claims, losses, liabilities, damages and costs (including, without
limitation, reasonable attorneys' fees and expenses) that may arise as a result
of the Investment.
<PAGE>
ARTICLE IV
Miscellaneous
Section 4.1. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives. This Agreement may not be assigned by
operation of law or otherwise and any attempted assignment shall be null and
void, except that, any Party may assign its rights hereunder, in whole but not
in part, in connection with a Transfer of Shares made in compliance with all of
the provisions of this Agreement.
Section 4.2. Expenses. Each party hereby shall pay its own expenses incident to
this Agreement and the transactions contemplated hereby.
Section 4.3. Amendment; Waiver. (a) This Agreement may be amended only by a
written instrument duly executed by the Parties.
(b) No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right to remedy consequent upon breach thereof shall constitute a waiver of any
such breach, any such waiver being effective only if contained in a writing
executed by the waiving party.
Section 4.4. Notices. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
or by courier, three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested), or when received by
facsimile transmission if promptly confirmed by one of the foregoing means, as
provided in the Logi Agreement.
<PAGE>
Section 4.5. Applicable Laws; Jurisdiction. The provisions of the Logi Agreement
with respect to applicable law and submission to jurisdiction shall govern among
the Parties with respect to any dispute arising hereunder or with respect
hereto.
Section. 4.6. Integration. This Agreement and the Logi Agreement and the further
documents referred to or contemplated therein contain the entire understanding
of the Parties with respect to its subject matter and supersede all prior
agreements and understandings between the parties with respect to the subject
matter of this Agreement.
Section 4.7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
PAMELA EQUITIES CORPORATION, a New York corporation
/s/ Greg Manocherian
- --------------------
By: Greg Manocherian
Its: Vice President
WHITEHALL PROPERTIES, LLC, a New York limited liability corporation
/s/ Greg Manocherian
- --------------------
By: Greg Manocherian
Its: Manager
KABUKI PARTNERS ADP, GP, a New York general partnership
/s/ Greg Manocherian
- --------------------
By: Greg Manocherian
Its: General Partner
MBF CAPITAL CORP., a New York corporation
/s/ Mark B. Fisher
- --------------------
By:
Its:
<PAGE>
MBF BROADBAND SYSTEMS, LP, a New York limited partnership
/s/ Mark B. Fisher
- --------------------
By:
Its:
MARK B. FISHER
/s/ Mark B. Fisher
- --------------------
CRM ENTITIES PER EXHIBIT A
- --------------------
By:/s/ Eugene A. Trainor III
-------------------------
Eugene A. Trainor III
A.C. ISRAEL ENTERPRISES, INC.
By:/s/ Jay Howard VP
-----------------
<PAGE>
Exhibit A
CRM Entities
Cramer Rosenthal McGlynn, Inc.
L.A.D. Equity Partners, L.P.
Gerald B. Cramer
Fred M. Filoon
Eugene A. Trainor, III
McGlynn Family Partnership
CRM Enterprise Fund, LLC
CRM Partners, LP
CRM Retirement Partners, LP
CRM Madison Partners, LP
CRM U.S. Value Fund, Ltd.
CRM Eurycleia Partners, LP
CRM-EFO Partners, LP
Richard S. Fuld, Jr.
