<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )1
Specialty Chemical Resources, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, $.10 par value
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
847 487 20 4
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Edwin M. Roth
9100 Valley View Road
Macedonia, Ohio 44056
(216) 468-1380
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
June 8, 1995
- --------------------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with
this statement [x]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
-------------------------------------------
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 the disclosures provided in a prior cover page.
The information required in 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 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> 2
<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edwin M. Roth
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER 981,255
NUMBER OF
SHARES BENEFICIALLY 8 SHARED VOTING POWER 6,250
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER 981,255
PERSON WITH
10 SHARED DISPOSITIVE POWER 6,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,505
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 3
Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule relates is the
Common Stock, par value $.10 per share (the "Common Stock"), of the issuer,
Specialty Chemical Resources, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 9100 Valley View
Road, Macedonia, Ohio 44056.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Edwin M. Roth.
(b) Mr. Roth's principal business address is 9100 Valley View Road,
Macedonia, Ohio 44056.
(c) Mr. Roth is the President and Chairman of the Board of
Directors of the Company. The Company is a custom formulator of specialty
chemical products in aerosol containers primarily for the industrial and
automotive maintenance markets.
(d) During the last five years, Mr. Roth has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Roth has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in his being 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. Roth is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Roth used personal funds to effect the purchase to which this
Schedule relates. The aggregate amount of funds used to make the purchase was
$1,650,500.00.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Roth purchased 330,100 shares of Common Stock pursuant to a Stock
Purchase Agreement (the "Stock Purchase Agreement") dated June 8, 1995 among
Mr. Roth and First Manhattan Co., on behalf of its partners, employees and
clients that own Common Stock (collectively, "Sellers"), for $5.00 per share,
or an aggregate purchase price of $1,650,500.00 (the "Transaction"). The
purpose of the Transaction was to increase Mr. Roth's ownership interest in the
Company and to enhance the likelihood that the Board of Directors' nominees
would be elected as directors of the Company for the ensuing year.
<PAGE> 4
Page 4 of 6 Pages
The Transaction occurred during a proxy contest for the election of six
directors of the Company, which constitutes the Company's entire Board of
Directors, at the Company's Annual Meeting of Stockholders on June 8, 1995.
The shares were transferred to Mr. Roth in a brokerage transaction. As part
of the Transaction, Sellers voted their shares in favor of management's slate
of directors pursuant to an irrevocable proxy. Delivery by the Sellers of such
proxy enhanced the likelihood that the Company's nominees would be elected as
directors at the Annual Meeting.
Prior to the Transaction, Mr. Roth beneficially owned approximately
16.36% of the Company's outstanding Common Stock. The Transaction increased
his beneficial ownership of the outstanding Common Stock to approximately
24.6%. Mr. Roth intends to dispose of a portion of the shares acquired which
would reduce his ownership interest to approximately 21.8%. See Item 6 below.
The purchase by Mr. Roth of additional shares of Common Stock pursuant
to the Transaction evidences his confidence in the Company's present Board of
Directors and management team and his belief that the strategic direction that
the Company is currently pursuing is in the best long term interest of the
Company and its stockholders. Mr. Roth may, from time to time, acquire
additional shares of Common Stock pursuant to various stock option plans of the
Company.
Except as disclosed herein, Mr. Roth has no plans or proposals that
relate to or would result in any of the matters described in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
On June 8, 1995, the Board of Directors of the Company, of which Mr.
Roth is the Chairman, adopted two amendments to the Amended and Restated
By-Laws of the Company. Article I, Section 5, paragraph (b) of the By-Laws was
amended and restated to provide that the officer presiding at a meeting of
stockholders may adjourn the meeting, regardless of whether a quorum is
present. Article I, Section 10 was amended to add paragraph (b) to establish a
procedure for fixing a record date to determine the stockholders entitled to
consent to corporate action in writing without a meeting.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Roth beneficially owns 987,505 shares of Common Stock,
representing approximately 24.6% of the Common Stock outstanding on April 28,
1995. This number includes 86,667 shares of Common Stock which Mr. Roth has or
had within 60 days after the date of this Schedule the right to acquire upon
the exercise of options.
(b) Mr. Roth has sole voting power and sole dispositive power over
981,255 shares of Common Stock (including 86,667 shares of Common Stock subject
to options currently exercisable or exercisable within 60 days from the date of
this Schedule). Mr. Roth has shared voting power and shared dispositive power
over 6,250 shares of Common Stock, which are owned by the Edwin M. Roth Family
Foundation, Inc. (the "Foundation"), a not-for-profit Ohio corporation, of
which Mr. Roth and his son, Mr. Corey B. Roth, are both officers and trustees.
<PAGE> 5
Page 5 of 6 Pages
Mr. Corey Roth, a United States citizen, is the Vice President,
Treasurer and Assistant Secretary of the Company and his principal business
address is 9100 Valley View Road, Macedonia, Ohio 44056. During the last five
years, Mr. Corey Roth has not been convicted in a criminal proceeding nor has
he been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in his being 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. Mr. Corey Roth beneficially owns 161,611
shares of Common Stock, including the 6,250 shares owned by the Foundation.
(c) In the past 60 days, Mr. Roth has had no transactions in the
Common Stock, except as described in Item 4 above.
(d) Except as described in Item 5(b) above, no other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock beneficially
owned by Mr. Roth.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Roth purchased the shares to which this Schedule relates pursuant
to the Stock Purchase Agreement. See Item 4 above.
Mr. Roth has a verbal understanding with CEW Partners, an entity
that is not affiliated with the Company, pursuant to which CEW Partners intends
to purchase from Mr. Roth 110,033 shares of Common Stock that are the subject
of this Schedule for an aggregate purchase price of $550,165 ($5.00 per share).
It is anticipated that such purchase would take place in June 1995. Mr. Roth
and CEW Partners have no agreement or understanding with respect to the voting
or disposition of, or otherwise with respect to, these shares. Mr. Roth
disclaims that he and CEW Partners constitute a group.
Except as described herein, Mr. Roth has no contracts, arrangements,
understandings or relationships with any other person with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Stock Purchase Agreement is filed as Exhibit A hereto and
incorporated herein.
The Award Agreements for the 86,667 shares of Common Stock subject to
options are filed as Exhibit B hereto and incorporated herein.
<PAGE> 6
Page 6 of 6 Pages
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.
June 16, 1995
------------------------------------
(DATE)
/s/ Edwin M. Roth
-------------------------------------
(SIGNATURE)
President and Chairman of the Board
-------------------------------------
(NAME/TITLE)
<PAGE> 7
AWARD AGREEMENT EXHIBIT B
(Non-Qualified Stock Option)
This Award Agreement is made as of this 27th day of February, 1992,
between Specialty Chemical Resources, Inc., a Delaware corporation (hereinafter
called the "Company"), and Edwin Roth, an employee of the Company or one or
more of its subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company has heretofore adopted the 1988 Non-Qualified and
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, it is a requirement of the Plan that an Award Agreement be
executed to evidence the Non-Qualified Stock Option (the "Award") granted to
the Employee;
NOW, THEREFORE, in consideration of the mutual convenants hereinafter set
forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:
1. GRANT OF AWARD. The Company hereby grants to the Employee the right
and option (hereinafter called the "Option") to purchase all or any part of an
aggregate of Sixty Thousand (60,000) shares of the Common Stock, $.10 par
value, of the Company ("Shares") (such number being subject to adjustment as
set forth herein and in the Plan) on the terms and conditions set forth herein
and in the Plan.
2. TYPE OF AWARD. The option granted under this Award Agreement is a
Non-Qualified Stock Option and shall not be treated by the Company or the
Employee as an Incentive Stock Option for Federal income tax purposes.
3. PURCHASE PRICE. The option price of the shares covered by the Option
is $10.00 per Share.
4. TERM OF AWARD.
<PAGE> 8
2
(a) The Term of the Award shall be for a period of five (5) years from
the date hereof, subject to earlier termination as hereafter provided, and
(b) prior to its expiration or termination the Award may be exercised
within the following time limitations:
(i) After one (1) year from the date hereof, it may be exercised as
to not more than one-third (1/3) of the Shares originally subject to the
Option.
(ii) After two (2) years from the date hereof, it may be exercised
as to not more than an aggregate of two-thirds (2/3) of the Shares originally
subject to the Option.
(iii) After three (3) years from the date hereof, it may be
exercised as to any part or all of the Shares originally subject to the Option.
5. Exercise of Award
(a) In order to exercise the Award, the person or persons entitled to
exercise it shall deliver to the Treasurer of the Company written notice of the
number of full Shares with respect to which the Award is to be exercised. The
notice shall be accompanied by payment in full for any Shares being purchased,
which payment will be in cash. No fractional Shares shall be issued.
(b) No Shares shall be issued until full payment therefor has been made,
and the Employee will have none of the rights of a stockholder in respect of
such Shares until they are issued.
<PAGE> 9
3
6. NONTRANSFERABILITY. The Award shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Award may be
exercised, during the lifetime of the Employee, only by him.
7. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee is terminated (otherwise than by reason of death, disability or
retirement), the Award may be exercised by the Employee (to the extent that he
was entitled to do so at the termination of his employment) at any time within
three (3) months after such termination, but not beyond the original Term
thereof. So long as the Employee shall continue to be an employee of the
Company or one or more of its subsidiaries, the Award shall not be affected by
any change of duties or position. Nothing in this Award Agreement is intended
to confer upon the Employee any right to continue in the employ of the Company
or any of its subsidiaries or interfere in any way with the right of the Company
or any such subsidiary to terminate his employment at any time. Anything herein
contained to the contrary notwithstanding, in the event of any termination of
the Employee's employment for cause of if the Employee voluntarily terminates
his employment without cause, the Award, to the extent not theretofore
exercised, shall forthwith terminate.
8. DEATH OF EMPLOYEE. If the Employee dies while he is employed by the
Company or one or more of its subsidiaries or within (3) months after the
termination of his employment, the Award may be exercised (to the extent that
Employee was entitled to do so at the time of his death) by a legatee or
legatees of the Employee under his last will, or by his personal
representatives or distributees, at any time within six (6) months after his
death, but not beyond the original Term of the Award.
9. DISABILITY OF EMPLOYEE. If the employment of the Employee terminates
or account of his having become "disabled," as defined in Section 22(e)(3) of
the Code, the Award may be exercised by the Employee (to the extent that he was
entitled to do so at the termination of his employment on account of his
becoming disabled) at any time within six (6) months after the date on which
his employment terminated, but not beyond the original Term of the Award.
<PAGE> 10
4
10. RETIREMENT OF EMPLOYEE. If the employment of the Employee
terminated by reason of retirement entitling the Employee to benefits under the
provisions of any retirement plan of the Company or a subsidiary in which the
Employee participates (or, if no such plans exist, at or after age sixty-five
(65)), the Award may be exercised by the Employee (to the extent that he was
entitled to do so at the time of his retirement) at any time within ninety (90)
days after the date on which his employment terminated, but not beyond the
orignial Term of the Award.
11. TAXES. The Company shall have the right to require a person entitled
to receive Shares pursuant to the exercise of this Award under the Plan to pay
the Company the amount of any taxes which the Company is or will be required to
withhold with respect to such Shares before the certificates for such Shares is
delivered pursuant to the Award. Furthermore, the Company may elect to deduct
such taxes from any amounts payable in cash or in Shares at the time of
exercise or from any other amounts payable any time thereafter in cash to the
Employee.
12. CHANGES IN CAPITAL STRUCTURE. In the event of changes in all of the
outstanding Shares by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
Shares, separations, reorganizations, or liquidations, or, in the event of
extraordinary cash dividends being declared with respect to the Shares, or
other similar transactions, the number and class of Shares subject to the Award
hereby granted and the option price thereof shall be correspondingly equitably
adjusted by the Committee, or the Board if no Committee is appointed (which
adjustment may, but need not, include payment in cash or in Shares in an amount
equal to the difference between the option price of the Shares subject to this
Option and the then current fair market value of the Shares subject to this
Option, as equitably determined by the Committee or the Board, as the case may
be), as it will decide in its sole discretion.
13. SECURITIES LAW COMPLIANCE. The Award may not be exercised and the
Company shall not be required to issue any Shares hereunder if such issuance
would, in the judgment of the Board or the Committee, constitute a violation of
any state or federal law, or of the rules or regulations of any governmental
regulatory body,
<PAGE> 11
5
or any securities exchange. The Company may, in its sole discretion, require
the Employee to furnish the Company with appropriate representations and a
written investment agreement prior to the exercise of the Award and the
delivery of any Shares pursuant to the Award.
14. INCORPORATION OF PROVISIONS OF THE PLAN. All of the provisions of
the Plan, pursuant to which this Award is granted, are hereby incorporated by
reference and made as part hereof as if specifically set forth herein, and to
the extent of any conflict between this Award Agreement and the terms contained
in the aforesaid Plan, the Plan shall control. To the extent any capitalized
terms are not otherwise defined herein, they will have the meaning set forth in
paragraph 2 of the Plan.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly
executed by its officers thereunto duly authorized, and the Employee has
hereunto set his hand, all on the day and year first above written.
SPECIALTY CHEMICAL RESOURCES, INC.
By: /s/ Corey Roth
________________________________________
/s/ Edwin M. Roth
_________________________________________
("Employee")
<PAGE> 12
AWARD AGREEMENT
(Non-Qualified Stock Option)
This AWARD AGREEMENT is made as of this 12th day of March 1993 between
Specialty Chemical Resources, Inc., a Delaware corporation (hereinafter called
the "Company"), and Edwin M. Roth, an employee of the Company or one or more of
its subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company has heretofore adopted the 1989 Non-Qualified and
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, it is a requirement of the Plan that an Award Agreement be
executed to evidence the Non-Qualified Stock Option (the "Award") granted to
the Employee.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:
1. GRANT OF AWARD. The Company hereby grants to the Employee the right
and option (hereinafter called the "Option") to purchase all or any part of an
aggregate thirty thousand (30,000) shares of the Common Stock, $.10 par value,
of the Company ("Shares") (such number being subject to adjustment as set forth
herein and in the Plan) on the terms and conditions set forth herein and in the
Plan.
2. TYPE OF AWARD. The option granted under this Award Agreement is a
Non-Qualified Stock Option and shall not be treated by the Company or the
Employee as an Incentive Stock Option for Federal income tax purposes.
<PAGE> 13
3. PURCHASE PRICE. The option price of the Shares covered by the
Option is $6.00 price per share.
4. TERM OF AWARD.
(a) The Term of the Award shall be for a period of five (5) years
from the date hereof, subject to earlier termination as hereafter provided, and
(b) Prior to its expiration or termination, the Award may be
exercised within the following time limitations:
(i) After one (1) year from the date hereof, it may be
exercised as to not more than one-third (1/3) of the Shares originally subject
to the Option.
(ii) After two (2) years from the date hereof, it may be
exercised as to not more than an aggregate of two-thirds (2/3) of the Shares
originally subject to the Option.
(iii) After three (3) years from the date hereof, it may be
exercised as to any part or all of the Shares originally subject to the Option.
5. EXERCISE OF AWARD.
(a) In order to exercise the Award, the person or persons entitled
to exercise it shall deliver to the Treasurer of the Company written notice of
the number of full Shares with respect to which the Award is to be exercised.
The notice shall be accompanied by payment in full for any shares being
purchased, which payment will be in cash. No fractional shares shall be issued.
(b) No Shares shall be issued until full payment
<PAGE> 14
therefor has been made, and the Employee will have none of the rights of a
stockholder in respect of such Shares until they are issued.
6. NONTRANSFERABILITY. The Award shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Award may be
exercised, during the lifetime of the Employee, only by the Employee.
7. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee is terminated (otherwise than by reason of death, disability or
retirement), the Award may be exercised by the Employee (to the extent that the
Employee was entitled to do so at the termination of employment) at any time
within three (3) months after such termination, but not beyond the original
Term thereof. So long as the Employee shall continue to be an employee of the
Company or one or more of its subsidiaries, the Award shall not be affected by
any change of duties or position. Nothing is this Award Agreement is intended
to confer upon the Employee any right to continue in the employ of the Company
or any of its subsidiaries or interfere in any way with the right of the
Company or any such subsidiary to terminate employment at any time. Anything
herein contained to the contrary notwithstanding, in the event of any
termination of the Employee's employment for cause or if the Employee
voluntarily terminates employment without cause, the Award, to the extent not
theretofore exercised, shall forthwith terminate.
8. DEATH OF EMPLOYEE. If the Employee dies while employed
<PAGE> 15
by the Company or one or more of its subsidiaries or within three (3) months
after the termination of employement, the Award may be exercised (to the extent
that Employee was entitled to do so at the time of death) by a legatee or
legatees of the Employee under a last will, or by personal representatives or
distributees, at any time within six (6) months after death, but not beyond the
original Term of the Award.
9. DISABILITY OF EMPLOYEE. If the employment of the Employee
terminates on account of having become "disabled," as defined in Section
22(e)(3) of the Code, the Award may be exercised by the Employee (to the extent
that Employee was entitled to do so at the termination of employment on account
of becoming disabled) at any time within six (6) months after the date on which
employment terminated, but not beyond the original Term of the Award.
10. RETIREMENT OF EMPLOYEE. If the employment of the Employee
terminated by reason of retirement entitling the Employee to benefits under the
provisions of any retirement plan of the Company or a subsidiary in which the
Employee participates (or, if no such plans exist, at or after age sixty-five
[65]), the Award may be exercised by the Employee (to the extent that Employee
was entitled to do so at the time of retirement) at any time within ninety (90)
days after the date on which employment terminated, but not beyond the original
Term of the Award.
11. TAXES. The Company shall have the right to require a person
entitled to receive Shares pursuant to the exercise of this Award under the
Plan to pay the Company the amount of any taxes
<PAGE> 16
which the Company is or will be required to withhold with respect to such
Shares before the certificate for such Shares is delivered pursuant to the
Award. Furthermore, the Company may elect to deduct such taxes from any amounts
payable in cash or in Shares at the time of exercise or from any other amounts
payable any time thereafter in cash to the Employee.
12. CHANGES IN CAPITAL STRUCTURE. In the event of changes in all of
the outstanding Shares by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
Shares, separations, reorganizations, or liquidations, or, in the event of
extraordinary cash dividends being declared with respect to the Shares, or
other similar transactions, the number and class of Shares subject to the Award
hereby granted and the option price thereof shall be correspondingly equitably
adjusted by the Committee, or the Board if no Committee is appointed (which
adjustment may, but need not, include payment in cash or in Shares in an amount
equal to the difference between the option price of the Shares subject to this
Option and the then current fair market value of the Shares subject to this
Option, as equitably determined by the Committee or the Board, as the case may
be), as it will decide in its sole discretion.
13. SECURITIES LAW COMPLIANCE. The Award may not be exercised and the
Company shall not be required to issue any Shares hereunder if such issuance
would, in the judgment of the Board or the Committee, constitute a violation of
any state or federal law, or of the rules or regulations of any governmental
regulatory body,
<PAGE> 17
or any securities exchange. The Company may, in its sole discretion, require
the Employee to furnish the Company with appropriate representations and a
written investment agreement prior to the exercise of the Award and the
delivery of any Shares pursuant to the Award.
14. INCORPORATION OF PROVISIONS OF THE PLAN. All of the provisions of
the Plan, pursuant to which this Award is granted, are hereby incorporated by
reference and made as part hereof as if specifically set forth herein, and to
the extent of any conflict between this Award Agreement and the terms contained
in the aforesaid Plan, the Plan shall control. To the extent any capitalized
terms are not otherwise defined herein, they will have the meaning set forth in
paragraph 2 of the Plan.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be
duly executed by its officers thereunto duly authorized, and the Employee has
hereunto set his hand, all on the day and year first above written.
SPECIALTY CHEMICAL RESOURCES, INC.
By: /s/ COREY ROTH
--------------------------------------
Corey Roth, Its Vice President
/s/ EDWIN M. ROTH
--------------------------------------
Edwin M. Roth, Employee
-6-
<PAGE> 18
AWARD AGREEMENT
(Non-Qualified Stock Option)
This AWARD AGREEMENT is made as of this 19th day of April, 1994 between
Specialty Chemical Resources, Inc., a Delaware corporation (hereinafter called
the "Company"), and Edwin M. Roth, an employee of the Company or one or more of
its subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company has heretofore adopted the 1989 Non-Qualified and
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, it is a requirement of the Plan that an Award Agreement be
executed to evidence the Non-Qualified Stock Option (the "Award") granted to
the Employee.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:
1. GRANT OF AWARD. The Company hereby grants to the Employee the
right and option (hereinafter called the "Option") to purchase all or any part
of an aggregate Twenty Thousand (20,000) shares of the Common Stock, $.10 par
value, of the Company ("Shares") (such number being subject to adjustment as
set forth herein and in the Plan) on the terms and conditions set forth herein
and in the Plan.
2. TYPE OF AWARD. The option granted under this Award Agreement is a
Non-Qualified Stock Option and shall not be treated by the Company or the
Employee as an Incentive Stock Option for Federal income tax purposes.
<PAGE> 19
3. PURCHASE PRICE. The option price of the Shares covered by the
Option is $4.50 per share.
4. TERM OF AWARD.
(a) The Term of the Award shall be for a period of five (5) years
from the date hereof, subject to earlier termination as hereafter provided, and
(b) Prior to its expiration or termination, the Award may be
exercised within the following time limitations:
(i) After one (1) year from the date hereof, it may be
exercised as to not more than one-third (1/3) of the Shares originally subject
to the Option.
(ii) After two (2) years from the date hereof, it may be
exercised as to not more than an aggregate of two-thirds (2/3) of the Shares
originally subject to the Option.
(iii) After three (3) years from the date hereof, it may be
exercised as to any part or all of the Shares originally subject to the Option.
5. EXERCISE OF AWARD.
(a) In order to exercise the Award, the person or persons entitled
to exercise it shall deliver to the Treasurer of the Company written notice of
the number of full Shares with respect to which the Award is to be exercised.
The notice shall be accompanied by payment in full for any shares being
purchased, which payment will be in cash. No fractional shares shall be
issued.
(b) No Shares shall be issued until full payment
-2-
<PAGE> 20
therefor has been made, and the Employee will have none of the rights of a
stockholder in respect of such Shares until they are issued.
6. NONTRANSFERABILITY. The Award shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Award may be
exercised, during the lifetime of the Employee, only by the Employee.
7. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee is terminated (otherwise than by reason of death, disability or
retirement), the Award may be exercised by the Employee (to the extent that the
Employee was entitled to do so at the termination of employment) at any time
within three (3) months after such termination, but not beyond the original
Term thereof. So long as the Employee shall continue to be an employee of the
Company or one or more of its subsidiaries, the Award shall not be affected by
any change of duties or position. Nothing is this Award Agreement is intended
to confer upon the Employee any right to continue in the employ of the Company
or any of its subsidiaries or interfere in any way with the right of the
Company or any such subsidiary to terminate employment at any time. Anything
herein contained to the contrary notwithstanding, in the event of any
termination of the Employee's employment for cause or if the Employee
voluntarily terminates employment without cause, the Award, to the extent not
theretofore exercised, shall forthwith terminate.
8. DEATH OF EMPLOYEE. If the Employee dies while employed
<PAGE> 21
by the Company or one or more of its subsidiaries or within three (3) months
after the termination of employement, the Award may be exercised (to the extent
that Employee was entitled to do so at the time of death) by a legatee or
legatees of the Employee under a last will, or by personal representatives or
distributees, at any time within six (6) months after death, but not beyond the
original Term of the Award.
9. DISABILITY OF EMPLOYEE. If the employment of the Employee
terminates on account of having become "disabled," as defined in Section
22(e)(3) of the Code, the Award may be exercised by the Employee (to the extent
that Employee was entitled to do so at the termination of employment on account
of becoming disabled) at any time within six (6) months after the date on which
employment terminated, but not beyond the original Term of the Award.
10. RETIREMENT OF EMPLOYEE. If the employment of the Employee
terminated by reason of retirement entitling the Employee to benefits under the
provisions of any retirement plan of the Company or a subsidiary in which the
Employee participates (or, if no such plans exist, at or after age sixty-five
[65]), the Award may be exercised by the Employee (to the extent that Employee
was entitled to do so at the time of retirement) at any time within ninety (90)
days after the date on which employment terminated, but not beyond the original
Term of the Award.
11. TAXES. The Company shall have the right to require a person
entitled to receive Shares pursuant to the exercise of this Award under the
Plan to pay the Company the amount of any taxes
-4-
<PAGE> 22
which the Compnay is or will be required to withhold with respect to such
Shares before the certificate for such Shares is delivered pursuant to the
Award. Furthermore, the Company may elect to deduct such taxes from any
amounts payable in cash or in Shares at the time of exercise or from any other
amounts payable any time thereafter in cash to the Employee.
12. CHANGES IN CAPITAL STRUCTURE. In the event of changes in all of
the outstanding Shares by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
Shares, separations, reorganizations, or liquidations, or, in the event of
extraordinary cash dividends being declared with respect to the Shares, or
other similar transactions, the number and class of Shares subject to the Award
hereby granted and the option price thereof shall be correspondingly equitably
adjusted by the Committee, or the Board if no Committee is appointed (which
adjustment may, but need not, include payment in cash or Shares in an amount
equal to the difference between the option price of the Shares subject to this
Option and the then current fair market value of the Shares subject to this
Option, as equitably determined by the Committee or the Board, as the case may
be), as it will decide in its sole discretion.
13. SECURITIES LAW COMPLIANCE. The Award may not be excerised and the
Company shall not be required to issue any Shares hereunder if such issuance
would, in the judgment of the Board or Committee, constitute a violation of
any state or federal law, or of the rules or regulations of any governmental
regulatory body,
-5-
<PAGE> 23
or any securities exchange. The Company may, in its sole discretion, require
the Employee to furnish the Company with appropriate representations and a
written investment agreement prior to the excerise of the Award and the
delivery of any Shares prusuant to the Award.
14. INCORPORATION OF PROVISIONS OF THE PLAN. All of the provisions of
the Plan, pursuant to which this Award is granted, are hereby incorporated by
reference and made as part hereof as if specifically set forth herein, and to
the extent of any conflict between this Award Agreement and the terms contained
in the aforesaid Plan, the Plan shall control. To the extent any capitalized
terms are not otherwise defined herein, they will have the meaning set forth in
paragraph 2 of the Plan.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to
be duly executed by its officers thereunto duly authorized, and the Employee
has hereunto set his hand, all on the day and year first above written.
SPECIALTY CHEMICAL RESOURCES, INC.
By: /s/ COREY ROTH
----------------------------------
Corey Roth, Its Vice President
/s/ EDWIN M. ROTH
----------------------------------
Edwin M. Roth, Employee
-6-
<PAGE> 24
AWARD AGREEMENT
(Non-Qualified Stock Option)
This AWARD AGREEMENT is made as of this 25th day of April, 1995
between Specialty Chemical Resources, Inc., a Delaware corporation (hereinafter
called the "Company"), and Edwin M. Roth, an employee of the Company or one or
more of its subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company has heretofore adopted the 1989 Non-Qualified and
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, it is a requirement of the Plan that an Award Agreement be
executed to evidence the Non-Qualified Stock Option (the "Award") granted to
the Employee;
NOW, THEREFORE, in consideration of the mutual convenants hereinafter set
forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:
1. GRANT OF AWARD. The Company hereby grants to the Employee the right
and option (hereinafter called the "Option") to purchase all or any part of an
aggregate of fifty thousand (50,000) shares of the Common Stock, $.10 par
value, of the Company ("Shares") (such number being subject to adjustment as
set forth herein and in the Plan) on the terms and conditions set forth herein
and in the Plan.
2. TYPE OF AWARD. The option granted under this Award Agreement is a
Non-Qualified Stock Option and shall not be treated by the Company or the
Employee as an Incentive Stock Option for Federal income tax purposes.
<PAGE> 25
3. PURCHASE PRICE. The option price of the Shares covered by the Option
is $3.75 per Share.
4. TERM OF AWARD.
(a) The Term of the Award shall be for a period of five (5) years from
the date hereof, subject to earlier termination as hereafter provided, and
(b) Prior to its expiration or termination, the Award may be exercised
within the following time limitations:
(i) After one (1) year from the date hereof, it may be exercised as
to not more than one-third (1/3) of the Shares originally subject to the
Option.
(ii) After two (2) years from the date hereof, it may be exercised
as to not more than an aggregate of two-thirds (2/3) of the Shares originally
subject to the Option.
(iii) After three (3) years from the date hereof, it may be
exercised as to any part or all of the Shares originally subject to the Option.
5. EXERCISE OF AWARD
(a) In order to exercise the Award, the person or persons entitled to
exercise it shall deliver to the Treasurer of the Company written notice of the
number of full Shares with respect to which the Award is to be exercised. The
notice shall be accompanied by payment in full for any shares being purchased,
which payment will be in cash. No fractional shares shall be issued.
(b) No Shares shall be issued until full payment
-2-
<PAGE> 26
therefor has been made, and the Employee will have none of the rights of a
stockholder in respect of such Shares until they are issued.
6. NONTRANSFERABILITY. The Award shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Award may be
exercised, during the lifetime of the Employee, only by him.
7. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee is terminated (otherwise than by reason of death, disability or
retirement), the Award may be exercised by the Employee (to the extent that the
Employee was entitled to do so at the termination of his employment) at any
time within three (3) months after such termination, but not beyond the
original Term thereof. So long as the Employee shall continue to be an employee
of the Company or one or more of its subsidiaries, the Award shall not be
affected by any change of duties or position. Nothing in this Award Agreement
is intended to confer upon the Employee any right to continue in the employ of
the Company or any of its subsidiaries or interfere in any way with the right
of the Company or any such subsidiary to terminate employment at any time.
Anything herein contained to the contrary notwithstanding, in the event of any
termination of the Employee's employment for cause or if the Employee
voluntarily terminates employment without cause, the Award, to the extent not
theretofore exercised, shall forthwith terminate.
8. DEATH OF EMPLOYEE. If the Employee dies while employed
-3-
<PAGE> 27
by the Company or one or more of its subsidiaries or within (3) months after the
termination of employment, the Award may be exercised (to the extent that
Employee was entitled to do so at the time of death) by a legatee or
legatees of the Employee under a last will, or by personal
representatives or distributees, at any time within six (6) months after
death, but not beyond the original Term of the Award.
9. DISABILITY OF EMPLOYEE. If the employment of the Employee terminates
on account of having become "disabled," as defined in Section 22(e)(3) of
the Code, the Award may be exercised by the Employee (to the extent that
Employee was entitled to do so at the termination of employment on account of
becoming disabled) at any time within six (6) months after the date on which
employment terminated, but not beyond the original Term of the Award.
10. RETIREMENT OF EMPLOYEE. If the employment of the Employee
terminated by reason of retirement entitling the Employee to benefits under the
provisions of any retirement plan of the Company or a subsidiary in which the
Employee participates (or, if no such plans exist, at or after age sixty-five
[65]), the Award may be exercised by the Employee (to the extent that Employee
was entitled to do so at the time of retirement) at any time within ninety (90)
days after the date on which employment terminated, but not beyond the
original Term of the Award.
11. TAXES. The Company shall have the right to require a person entitled
to receive Shares pursuant to the exercise of this Award under the Plan to pay
the Company the amount of any taxes
-4-
<PAGE> 28
which the Company is or will be required to withhold with respect to such
Shares before the certificates for such Shares is delivered pursuant to the
Award. Furthermore, the Company may elect to deduct such taxes from any
amounts payable in cash or in Shares at the time of exercise or from any
other amounts payable any time thereafter in cash to the Employee.
12. CHANGES IN CAPITAL STRUCTURE. In the event of changes in all of the
outstanding Shares by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
Shares, separations, reorganizations, or liquidations, or, in the event of
extraordinary cash dividends being declared with respect to the Shares, or
other similar transactions, the number and class of Shares subject to the Award
hereby granted and the option price thereof shall be correspondingly equitably
adjusted by the Committee, or the Board if no Committee is appointed (which
adjustment may, but need not, include payment in cash or in Shares in an amount
equal to the difference between the option price of the Shares subject to this
Option and the then current fair market value of the Shares subject to this
Option, as equitably determined by the Committee or the Board, as the case may
be), as it will decide in its sole discretion.
13. SECURITIES LAW COMPLIANCE. The Award may not be exercised and the
Company shall not be required to issue any Shares hereunder if such issuance
would, in the judgment of the Board or the Committee, constitute a violation of
any state or federal law, or of the rules or regulations of any governmental
regulatory body,
-5-
<PAGE> 29
or any securities exchange. The Company may, in its sole discretion, require
the Employee to furnish the Company with appropriate representations and a
written investment agreement prior to the exercise of the Award and the
delivery of any Shares pursuant to the Award.
14. INCORPORATION OF PROVISIONS OF THE PLAN. All of the provisions of
the Plan, pursuant to which this Award is granted, are hereby incorporated by
reference and made as part hereof as if specifically set forth herein, and to
the extent of any conflict between this Award Agreement and the terms contained
in the aforesaid Plan, the Plan shall control. To the extent any capitalized
terms are not otherwise defined herein, they will have the meaning set forth in
paragraph 2 of the Plan.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly
executed by its officers thereunto duly authorized, and the Employee has
hereunto set his hand, all on the day and year first above written.
SPECIALTY CHEMICAL RESOURCES, INC.
By: /s/ Corey Roth
-----------------------------------------
Corey Roth, Its Vice President
/s/ Edwin M. Roth
-----------------------------------------
Edwin M. Roth, Employee
-6-
<PAGE> 30
STOCK PURCHASE AGREEMENT EXHIBIT A
This Stock Purchase Agreement ("Agreement") is made this 8th day of
June, 1995, among Edwin M. Roth ("EMR") and First Manhattan Co. ("First
Manhattan"), on behalf of its partners, employees and clients that own "Common
Stock" (as defined below) of Specialty Chemical Resources, Inc. ("Specialty
Chemical") (collectively, the "Seller").
R E C I T A L S:
---------------
EMR desires to purchase from Seller and Seller desires to sell to EMR
Seller's common stock, par value $.10 per share ("Common Stock"), of Specialty
Chemical consisting of an aggregate of 330,100 shares of Common Stock (the
"Shares").
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. SALE OF SHARES. On the "Closing" (as defined below), EMR will
purchase the Shares from the Seller. Upon receipt of the "Purchase Price" (as
defined below) from EMR, Seller will effect transfer of the Shares to EMR.
2. DELIVERY OF PROXY. Simultaneously with the execution and delivery
of this Agreement, the Seller will vote the Shares for Specialty Chemical's
management slate of director nominees effective at the Annual Meeting of
Stockholders of Specialty Chemical being held June 8, 1995, and at any
postponements or adjournments thereof, and will deliver to the Company (or its
representatives designated by EMR), a duly executed form of proxy (the "Proxy")
so voting the Shares. Such proxy will be irrevocable and will be coupled with
an interest.
<PAGE> 31
3. PURCHASE PRICE. At the Closing, EMR will pay to Seller, by
certified check, an amount equal to $5.00 per Share, or an aggregate amount
of $1,650,500 (the "Purchase Price").
4. CLOSING. The Closing of this transaction will take place
concurrently with the execution by EMR and the Seller of this Agreement.
5. INDEMNIFICATION. EMR will indemnify and hold harmless First
Manhattan and each Seller from and against any damages, loss, liability or
expense (including attorneys' fees) incurred by them arising out of (a) the
sale of the Shares and delivery of the Proxy to EMR or (b) the transactions
contemplated by this Agreement.
6. MISCELLANEOUS.
(a) First Manhattan represents and warrants to EMR that the
Sellers are the record and beneficial owners of the Shares and that
the Seller will transfer good and valid title to the Shares to EMR,
free and clear of any liens, charges, claims, options, pledges,
adverse claims or other encumbrances.
(b) Each party represents and warrants that it has not
incurred any liability to any broker, finder or agent for any
brokerage fees, or the like, in connection with the transactions
contemplated by this Agreement.
(c) The Seller represents and warrants to EMR that it has
had the opportunity to investigate the financial condition and
prospects of Specialty Chemical, including having had the opportunity
to ask questions of its directors and officers, and as a result of such
investigation, have determined to sell the Shares to EMR.
2
<PAGE> 32
(d) Each party represents and warrants that the execution
and delivery of this Agreement has been duly authorized by all
necessary action, that this Agreement represents the valid and binding
obligation of such party enforceable against such party in accordance
with its terms and that the execution and delivery of this Agreement,
and the consummation by such party of the transactions provided for
herein, will not conflict with or violate such party's Articles or
Certificate of Incorporation or By-laws, as applicable, or any other
agreement to which it is a party or violate any law, regulation,
judgment, order, writ, injunction, or decree of any court,
administrative agency or governmental body applicable to such party.
(e) EMR represents and warrants that he is acquiring the
Shares pursuant to this Agreement for investment purposes only, and not
with a present view to the distribution thereof.
(f) This Agreement shall be binding upon and inure to the
benefit of EMR, Seller and their respective successors, assigns, heirs
and personal representatives.
(g) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.
(h) This Agreement embodies the entire understanding and
agreement among the parties, may be amended or modified only in
writing, signed by the parties and supersedes any prior understandings
and agreements among the parties relating to the subject matter hereof.
3
<PAGE> 33
(i) Each of the parties agrees to cooperate in the effectuation
of the transactions contemplated by this Agreement and to execute any
and all additional documents or take such additional action as shall be
necessary or appropriate for such purposes.
4
<PAGE> 34
(j) This Agreement will be governed by and construed in
accordance with the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
_______________________________
Edwin M. Roth
"FIRST MANHATTAN CO"
By: ___________________________
5
