SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
LOGIMETRICS, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
541410106
_______________________________________________________________________________
(CUSIP Number)
Norman M. Phipps John D. Hogoboom, Esq.
c/o LogiMetrics, Inc. Lowenstein, Sandler, Kohl,
50 Orville Drive with a copy to Fisher & Boylan, P.C.
Bohemia, New York 11716 65 Livingston Avenue
(516) 784-4110 Roseland, New Jersey 07068
(201) 992-8700
________________________________________________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
July 22, 1997
________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 l3d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder 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).
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________________________________________________________________________________
(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Norman M. Phipps ###-##-####
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds (See Instructions): SC; PF
________________________________________________________________________________
(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 Shares (7) Sole Voting Power: 1,876,452*
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 1,876,452*
Person With: (10) Shared Dispositive Power: 0
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,876,452*
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 7.1%
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions): IN
________________________________________________________________________________
* Includes an aggregate of 1,002,867 shares of Common Stock issuable to Mr.
Phipps upon the exercise or conversion of securities exercisable for or
convertible into shares of Common Stock within 60 days of December 12,
1997.
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $.01 per share (the "Common Stock"), of LogiMetrics,
Inc., a Delaware corporation (the "Company"), and is being filed pursuant to
Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Act").
The principal executive offices of the Company are located at 50 Orville Drive,
Bohemia, New York 11716.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is filed on behalf of Norman M. Phipps. Mr.
Phipps' business address is c/o LogiMetrics, Inc., 50 Orville Drive, Bohemia,
New York 11716. Mr. Phipps'present principal occupation is President and Chief
Operating Officer of the Company. The Company has been a manufacturer of high
power RF equipment for more than twenty years, and currently supplies high-power
amplifiers and other peripheral transmission equipment for use in providing
local multi-point distribution service (LMDS) and satellite communications
service. The Company' principal address is 50 Orville Drive, Bohemia, New York
11716.
(d)-(e) During the past five years, Mr. Phipps has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has Mr. Phipps been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr. Phipps is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
850,000 of the 873,585 shares of Common Stock held by Mr. Phipps as of
the date of this Schedule 13D were acquired by Mr. Phipps on July 22, 1997 at a
purchase price of $.55 per share with $8,500 of Mr. Phipps' personal funds and
$459,000 borrowed from the Company. See Item 6 for a description of the terms of
such loan. The remaining 23,585 shares were acquired with $236 of Mr. Phipps'
personal funds upon the exercise of Common Stock Purchase Warrants - Series D
("Series D Warrants") held by Mr. Phipps. On March 7, 1996, Phipps, Teman & Co.,
L.L.C. ("PTCO"), of which Mr. Phipps is a member, acquired from the Company
Series D Warrants exercisable for an aggregate of 47,170 shares of Common Stock
at an exercise price of $.01 per share and Common Stock Purchase Warrants -
Series E ("Series E Warrants") exercisable for an aggregate of 708,333 shares of
Common Stock at an exercise price of $.40 per share in exchange for certain
consulting services provided to the Company. Also on March 7, 1996, PTCO
acquired for cash 1/2 of a share of the Company's eries A Preferred Stock
("Series A Preferred Stock") for $25,000 in cash. Each share of Series A
Preferred Stock is convertible into 94,340 shares of Common Stock (subject to
adjustment in certain circumstances). In addition, on May 1, 1996, PTCO acquired
from the Company Common Stock Purchase Warrants - Series F ("Series F Warrants")
exercisable for an aggregate of 235,850 shares of Common Stock at an exercise
price of $.50 per share in exchange for certain consulting services provided to
the Company. PTCO distributed to its members and certain other investors all of
the Series D Warrants, Series E Warrants and Series A Preferred Stock acquired
from the Company effective April 9, 1996 and all of the Series F Warrants
acquired from the Company effective November 22, 1996. In connection therewith,
Mr. Phipps received from PTCO Series D Warrants exercisable for an aggregate of
23,585 shares of Common Stock, Series E Warrants exercisable for an aggregate of
338,542 shares of Common Stock, Series F Warrants exercisable for an aggregate
of 147,406 shares of Common Stock and 1/4 a share of Series A Preferred Stock
convertible into an aggregate of 23,585 shares of Common Stock. Mr. Phipps
subsequently disposed by gift of Series E Warrants to acquire an aggregate of
42,500 shares of Common Stock and Series F Warrants to acquire an aggregate of
12,500 shares of Common Stock. In addition, on June 30, 1997, pursuant to the
terms of the Company's 1997 Stock Compensation Program, Mr. Phipps received
options to acquire an aggregate of 825,000 shares of Common Stock at an exercise
price of $.55 per share (subject to adjustment in certain circumstances), of
which options to acquire 548,334 shares were exercisable within 60 days of the
date hereof. As of the date of this Schedule 13D, Mr. Phipps anticipates that
the source of the remaining $487,454 required to acquire ownership of the Common
Stock beneficially owned by him as of the date hereof will be Mr. Phipps'
personal funds.
Item 4. Purpose of the Transaction.
The shares of Common Stock beneficially owned by Mr. Phipps were
acquired for investment.
Mr. Phipps has no current plans to acquire beneficial ownership of
additional shares of Common Stock, other than pursuant to the grant of stock
options or other awards by the Company. However, depending upon the Company's
business and prospects, future developments, market conditions and other
factors, Mr. Phipps may, from time to time, acquire beneficial ownership of
additional shares of Common Stock or dispose of all or a portion of the shares
of Common Stock beneficially owned by him, either in the open market or in
privately negotiated transactions.
Mr. Phipps has no plans or proposals of the type set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information obtained from the Company, as of December 12,
1997, there were 25,601,814 shares of Common Stock issued and outstanding. As of
the date hereof, Mr. Phipps beneficially owned 1,876,452 shares of Common Stock,
or 7.1% of the total outstanding (including shares issuable to Mr. Phipps upon
the exercise or conversion of securities exercisable for or convertible into
shares of Common Stock within 60 days of the date hereof). Mr. Phipps possesses
sole voting and dispositive power with respect to all of such shares. Mr. Phipps
has not effected any transactions in the Common Stock during the past 60 days.
See Item 3 above for a complete description of the manner in which Mr. Phipps
holds beneficial ownership of the shares of Common Stock beneficially owned by
him and the transactions effected by Mr. Phipps with respect thereto.
No other person is known to Mr. Phipps to have the right to receive or
power to direct dividends from, or proceeds from the sale of, shares of Common
Stock beneficially owned by Mr. Phipps.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As described in Item 3 above, in July 1997, Mr. Phipps purchased
850,000 shares of Common Stock from the Company for $467,500, or $0.55 per
share. $8,500 of the purchase price was paid in cash and the remainder was paid
in the form of a non-recourse secured promissory note (the "hipps Note". The
Phipps Note does not bear interest, has no fixed maturity date, and is secured
by a pledge of the shares of Common Stock purchased by Mr. Phipps. The Phipps
Note will automatically be forgiven upon the occurrence of a "hange in Control
Event"(as defined in the Phipps Note). The Phipps Note will become due and
payable upon the occurrence of certain events, including a sale or other
disposition by Mr. Phipps of the shares of Common Stock or the termination of
Mr. Phipps' employment as a result of a "Termination for Cause" (as defined in
the Phipps Note). If Mr. Phipps' employment terminates, other than as a result
of a Termination for Cause or a "Without Cause Termination" (as defined in the
Phipps Note), the Phipps Note will become payable in 60 monthly installments.
The Company has agreed to make certain payments to Mr. Phipps in respect of
certain federal income tax consequences resulting from the terms of the Phipps
Note.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Non-Recourse Secured Promissory Note, made July 22, 1997
by Norman M. Phipps in favor of LogiMetrics, Inc. (the
"Company").
Exhibit 2 Pledge Agreement, dated as of July 22, 1997, by and
between the Company and Norman M. Phipps.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 19, 1997
/s/ Norman M. Phipps
Norman M. Phipps
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
Exhibit Index
Description of Exhibit Page No.
Exhibit 1 Non-Recourse Secured Promissory Note, made July 22, 1997 by Norman
M. Phipps in favor of LogiMetrics, Inc. (the "Company").
Exhibit 2 Pledge Agreement, dated as of July 22, 1997, by and between the
Company and Norman M. Phipps.
NON-RECOURSE SECURED PROMISSORY NOTE
FOR VALUE RECEIVED, Norman M. Phipps (the "Executive") hereby promises to
pay to the order of LogiMetrics, Inc. (the "Company"), at its offices at 50
Orville Drive, Bohemia, New York, or at such other location as the Company may
designate from time to time, the sum of $459,000, without interest, as set forth
below. If the Executive fails to pay any amount hereunder when due, whether at
maturity, upon acceleration or otherwise, and such failure continues for more
than 30 days, interest shall thereafter accrue on any overdue amounts at a rate
of 8% percent per annum, compounded annually, until paid in full. Interest shall
be calculated on the basis of a 365-day year for the actual number of days
elapsed.
Section 1. Prepayment. The Executive shall have the right to prepay all or
part of the outstanding principal amount of this Note at any time and from time
to time without penalty or premium. In the event that the Executive sells,
transfers or otherwise disposes of some or all of the Shares (as defined in the
Pledge Agreement referred to below), whether on or prior to the maturity of this
Note, the Executive shall promptly repay this Note in an amount equal to the net
proceeds, if any, received by the Executive from such disposition.
Section 2. Maturity. This Note shall mature and all amounts due hereunder
shall become immediately due and payable, without demand and without notice to
the Executive, in the event that (a) the Executive sells, transfers or otherwise
disposes of all Shares then owned by him (other than pursuant to a Change in
Control Event, as defined below), (b) the Executive's employment by the Company
is terminated for any reason, other than a Without Cause Termination (as defined
below), (c) the Executive (i) becomes insolvent, (ii) makes an assignment for
the benefit of his creditors generally, or (iii) files a petition seeking
protection under the United States Bankruptcy Code or seeking the appointment of
a receiver, trustee or custodian for the Executive or a substantial portion of
his assets, or (d) any other person or entity (i) files an involuntary petition
under the United States Bankruptcy Code with respect to the Executive, or (ii)
commences an action seeking the appointment of a receiver, trustee or custodian
for the Executive or a substantial portion of his assets, and such petition or
action remains undismissed and unstayed for more than sixty (60) consecutive
days; provided, however, that if the Executive's employment is terminated for
any reason (other than a Without Cause Termination or a Termination for Cause),
amounts due hereunder shall be payable in sixty (60) equal monthly installments,
without interest, on the first business day of each month, commencing with the
first month immediately following the effective date of such termination.
As used herein, (i) "Without Cause Termination" means a termination of the
Executive's employment by the Company other than due to "Permanent Disability"
(as defined below) or retirement and other than a "Termination for Cause" (as
defined below), (ii) "Permanent Disability" means permanently disabled so as to
qualify for full
<PAGE>
benefits under the Company's then-existing disability insurance policy;
provided, however, that if the Company does not maintain any such policy on the
date of determination, "Permanent Disability" shall mean the inability of the
Executive to work for a period of six full calendar months during any eight
consecutive calendar months due to illness or injury of a physical or mental
nature, supported by the completion by the Executive's attending physician of a
medical certification form outlining the disability and treatment, and (iii)
"Termination for Cause" means, to the maximum extent permitted by applicable
law, a termination of the Executive's employment by the Company because the
Executive has (a) breached or failed to perform his duties under applicable law
and such breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness, (b) committed an act of dishonesty in the
performance of his duties or engaged in any conduct detrimental to the business
or reputation of the Company or any of its subsidiaries, (c) been convicted of a
felony or misdemeanor involving moral turpitude, (d) breached or failed to
perform his obligations and duties under any employment agreement between the
Executive and the Company or any of its subsidiaries, which breach or failure
the Executive shall fail to remedy within 30 days after written demand from the
Company or the subsidiary party thereto, or (e) violated the representations
made by him in any such employment agreement or any of the covenants contained
therein.
Section 3. Change in Control. Notwithstanding the provisions of Sections 1
and 2 hereof, all principal and interest, if any, due under this Note shall be
forgiven, and the Executive shall have no further obligation hereunder, upon the
occurrence of a Change of Control Event (as defined below); provided, however,
that the Executive continues to be employed by the Company as of the date
immediately preceding the effective date of a Change in Control Event. As used
herein, a "Change in Control Event" means the occurrence of any of the
following:
(a) any person, firm or corporation (other than Charles S. Brand, members
of his immediate family, or any trust or other entity established for the
benefit of Mr. Brand and/or members of his immediate family) acquires directly
or indirectly the beneficial ownership (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended) of any voting security of the
Company and, immediately after such acquisition, the acquirer has beneficial
ownership of voting securities representing 50% or more of the total voting
power of all the then-outstanding voting securities of the Company;
(b) the individuals who (i) as of the date of this Note constitute the
Board of Directors (the "Original Directors"), (ii) thereafter are elected to
the Board of Directors and whose election or nomination for election to the
Board of Directors was approved by a vote of at least 2/3 of the Original
Directors then still in office (such Directors being called "Additional Original
Directors"), or (iii) are elected to the Board of Directors and whose election
or nomination for election to the Board of Directors was approved by a vote of
at least 2/3 of the Original Directors and Additional Original Directors then
still in office, cease for any reason to constitute a majority of the members of
the Board of Directors;
<PAGE>
(c) the stockholders of the Company shall approve a merger, consolidation,
recapitalization, or reorganization of the Company or the Company shall
consummate any such transaction if stockholder approval is not sought or
obtained, other than any such transaction which would result in holders of
outstanding voting securities of the Company immediately prior to the
transaction having beneficial ownership of at least 50% of the total voting
power represented by the voting securities of the surviving entity outstanding
immediately after such transaction, with the voting power of each such
continuing holder relative to such other continuing holders being not altered
substantially in the transaction; or
(d) the stockholders of the Company shall approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or a substantial portion of the Company's assets (i.e., 50% or
more in value of the total assets of the Company).
Section 4. Security. This Note is the Note referred to in the Pledge
Agreement, dated the date hereof, between the Executive and the Company and is
secured by the Shares and the other Collateral described therein. The Pledge
Agreement grants the Company certain rights with respect to the Collateral upon
certain defaults specified therein.
Section 5. Non-Recourse Nature of Obligation to Pay. The Company's sole
recourse for the payment of amounts due under this Note shall be limited to the
Collateral securing this Note. THE COMPANY SHALL NOT HAVE THE RIGHT TO ENFORCE
THIS NOTE AGAINST THE EXECUTIVE OR ANY OF THE EXECUTIVE'S OTHER ASSETS OR
PROPERTY.
Section 6. Waivers. No delay on the part of the holder of this Note 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 of this Note, and then only to the extent
expressly set forth therein. The Executive waives presentment, demand for
payment, diligence, notice of dishonor and all other notices or demands in
connection with the delivery, acceptance, performance, default or indorsement of
this Note.
Section 7. Governing Law; Consent to Jurisdiction. 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 Executive
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 Note. The Executive hereby consents and agrees that service of process by
the holder shall be deemed validly and properly effected against the Executive
upon the mailing of a copy of such process by certified mail, postage
<PAGE>
prepaid, to the Executive at his address as it appears in the personnel records
of the Company.
Witness:
/s/ Stephanie Trocchia /s/ Norman M. Phipps
______________________________ ___________________________
Name: Stephanie Trocchia Name: Norman M. Phipps
Dated: July 22, 1997
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of July 22, 1997, by and between Norman M.
Phipps (the "Executive") and LogiMetrics, Inc. (the "Company").
W I T N E S S E T H:
WHEREAS, the Executive has purchased from the Company 850,000 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
Executive the sum of $459,000; such loan being evidenced by a non-recourse
secured promissory note (the "Note") in the principal amount of $459,000 made by
the Executive in favor of the Company; and
WHEREAS, the loan to the Executive is to be secured by a pledge by the
Executive to the Company of the Shares and the other Collateral referenced
herein; and
WHEREAS, the parties hereto desire to set forth the terms of and to
evidence the Executive'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 Executive 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 stock splits, reclassifications, warrants, options,
non-cash dividends and other distributions on or with respect to the Shares,
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 Executive hereunder or thereunder or any
instrument executed pursuant hereto or thereto.
<PAGE>
Section 2. Grant of Security Interest. As security for payment of all
Liabilities, the Executive hereby pledges, assigns and transfers to the Company,
and grants to the Company a continuing security interest in and to, the Shares,
together with all Dividends and Distributions, interest and other payments and
rights with respect thereto, together with all proceeds thereof (collectively,
the "Collateral"). The Executive 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 Executive to the Company
for the purposes of pledge under this Agreement. Any Collateral delivered by the
Executive to the Company may be endorsed by the Company, in its own name or in
the name of the Executive, on behalf of the Executive to the order of the
Company.
Section 3. Stock Powers, Endorsements, Etc. The Executive 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
Executive unless and until a Default shall have occurred.
Section 4. Certain Other Agreements Regarding Collateral. The Executive
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 Executive 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 Executive shall be entitled:
(i) to exercise, as the Executive shall deem appropriate, all
voting or other powers with respect to securities pledged hereunder
(including but not limited to the Shares); and
(ii) to receive and retain for the Executive's own account any
and all Dividends paid in cash.
<PAGE>
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 Executive, 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 Executive) any or all
endorsements, assignments, stock powers and other instruments of conveyance or
transfer with respect to all or any of the Collateral.
The Executive 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 Executive 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 Shares, 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 Executive 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 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 Executive, and any balance of such moneys so received by the
Company may be applied to all Liabilities of the Executive (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
Executive and any remaining balance thereafter shall be paid to the Executive.
<PAGE>
Section 7. Release of Collateral. Upon the indefeasible payment in full of
the Liabilities, the Company shall, upon the request of the Executive, promptly
reassign and redeliver to the Executive 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 Executive 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 Executive proposes to sell, transfer or otherwise dispose of all or a
portion of the Shares, upon the request of the Executive, the Company shall
release from its security interest the Shares to be sold by the Executive and,
at the sole expense of the Executive, shall deliver such Shares as directed by
the Executive, free and clear of any security interest hereunder, upon receipt
from or on behalf of the Executive of 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 EXECUTIVE OR ANY OF THE EXECUTIVE'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 Executive or upon the appointment of any
receiver, intervenor, conservator, trustee or similar official for the Executive
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>
(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 EXECUTIVE 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 EXECUTIVE 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 EXECUTIVE UPON THE MAILING OF A COPY OF SUCH
PROCESS BY CERTIFIED MAIL, POSTAGE PREPAID, TO THE EXECUTIVE 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 which 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
<PAGE>
If to the Executive: 5 Crystal Court
Neshanic Station, New Jersey 08853
Telephone: (908) 369-5980
Facsimile: (908) 369-4596
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>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
Witness:
Stephanie Trocchia /s/ Norman M. Phipps
__________________________ ________________________
Name: Stephanie Trocchia Norman M. Phipps
LOGIMETRICS, INC.
By: /s/ Russell J. Reardon
Name: Russell J. Reardon
Title: Chief Financial Officer
