SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
UroQuest Medical Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
917285 10 8
(CUSIP Number)
Thomas C. Platt III, Esq.
Chemfab Corporation
701 Daniel Webster Highway
Merrimack, New Hampshire 03054 (603) 424-9000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1999
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box //.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 pages)
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Chemfab Corporation I.R.S.# 03-0221503
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) //
(B) //
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00 (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) //
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,021,203 shares of Common Stock
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,021,203 shares of Common Stock
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,021,203 shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A //
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 48.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.001 par value per share (the
"Common Stock"), of UroQuest Medical Corporation, a Delaware corporation (the
"Issuer"). The address of the Issuer's principal executive offices is 173
Constitution Drive, Menlo Park, California 94025.
ITEM 2. IDENTITY AND BACKGROUND.
Chemfab Corporation ("Chemfab") is a Delaware corporation whose principal
business is the manufacturing and marketing of engineered products based on its
expertise and technology in polymeric composite materials. Chemfab's principal
executive offices are located at 701 Daniel Webster Highway, Merrimack, New
Hampshire 03054; its telephone number is (603) 424-9000.
Pursuant to General Instruction C for Schedule 13D, information as to each
of the executive officers and directors of Chemfab is set forth on Schedule I
hereto.
The following are the stockholders of the Issuer who are parties to the
Stockholder Voting Agreement (as defined in response to Item 4) (the
"Stockholders"). The following information is based on the Issuer's 1999 Annual
Report on Form 10-K/A filed with the Securities and Exchange Commission on
April 30, 1999, Schedule 13Gs filed with the Securities and Exchange Commission
by Messrs. Davis and Brandt and Warburg, Pincus Investors, L.P. on February 16,
1999 and February 13, 1997, respectively, and representations by the Company.
1) Warburg, Pincus Investors, L.P. is a Delaware limited partnership
that is principally engaged in the business of securities investment.
Warburg, Pincus Investors, L.P.'s principal executive offices are
located at 466 Lexington Ave., 10th Floor, New York, New York 10017.
2) The Vertical Fund Associates, L.P. is a Delaware limited partnership
that is principally engaged in the business of securities investment.
The Vertical Group, L.P.'s principal executive offices are located at
18 Bank Street, Summit, New Jersey 07901.
3) Richard C. Davis, M.D. is Chairman and Chief Science Officer of
Occulogix Corporation, a company that is principally engaged in the
development of medical therapies for opthalmologic diseases. His
business address is Occulogix Corporation, 10950 72d Street, Suite
105, Largo, Florida, 33777. Mr. Davis is a United States citizen.
4) Thomas E. Brandt is Chief Operating Officer of the Issuer, whose
principal business is the design and development of products for
<PAGE>
management of urological disorders. His business address is Bivona,
Inc., 5700 W. 23rd Avenue, Gary, Indiana 46406-2617. Mr. Brandt is a
United States citizen.
During the last five years, neither Chemfab nor, to the best of Chemfab's
knowledge, any of the individuals named in Schedule I hereto or any of the
Stockholders, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither Chemfab nor, to the best of Chemfab's
knowledge, any of the individuals named in Schedule I hereto or any of the
Stockholders, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Chemfab may be deemed to have acquired beneficial ownership of 6,021,203
shares of Common Stock as of June 3, 1999 as a result of provisions of the
Stockholder Voting Agreement. The shares of Common Stock to which this
statement relates have not been purchased by Chemfab, but Chemfab may be deemed
to share the power to vote and dispose of such shares under the provisions of
the Stockholder Voting Agreement, which is described in greater detail in
response to Item 4 and such item is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
On June 3, 1999, the Issuer, Chemfab and UROK Acquisition Corp., an
indirect wholly-owned subsidiary of Chemfab ("UROK"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"), pursuant to which UROK will merge
with and into the Issuer (the "Merger") with the Issuer being the surviving
corporation (the "Surviving Corporation") and a wholly-owned indirect
subsidiary of Chemfab. Upon consummation of the Merger, (i) each share of
Common Stock will be converted into, and become the right to receive,
approximately $2.25 in cash, subject to adjustment (the "Per Share Merger
Consideration"), (ii) the Board of Directors of the Issuer will be replaced by
the Board of Directors of UROK, (iii) the shares of Common Stock will cease to
be authorized for listing on the NASDAQ National Market, and (iv) the shares of
Common Stock will become eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act. The Merger Agreement also provides that
prior to the consummation of the Merger the Issuer will either sell or
terminate the business of its Urology Division.
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In connection with the Merger, the Stockholders, who hold in the aggregate
approximately 48.4% of the outstanding shares of Common Stock, have entered
into a Stockholder Voting Agreement with the Issuer and Chemfab (the
"Stockholder Voting Agreement") pursuant to which the Stockholders have agreed,
so long as the Stockholder Voting Agreement remains in effect, (i) to vote
their shares of Common Stock in favor of the Merger Agreement and the Merger,
(ii) to vote their shares of Common Stock against any other merger,
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of the Issuer (each, a
"Competing Transaction") or any amendment to the Issuer's Certificate of
Incorporation or Bylaws or other proposal that would prevent the Merger, and
(iii) to abide by certain restrictions on the transfer of shares of Common
Stock owned by them. Pursuant to the Stockholder Voting Agreement, each
Stockholder also granted Chemfab, John W. Verbicky and Moosa E. Moosa, Chief
Executive Officer and Chief Financial Officer of Chemfab, respectively, or
their successors in such offices, an irrevocable proxy to vote such
Stockholder's shares of Common stock in favor of approval of the Merger
Agreement and the Merger and against any Competing Transaction or any amendment
to the Issuer's Certificate of Incorporation or Bylaws or other proposal that
would prevent the Merger.
Under the Stockholder Voting Agreement, in the event the Merger Agreement
is terminated (i) by Chemfab as a result of the Board of Directors of the
Issuer approving or recommending a Competing Transaction, withdrawing or
modifying its approval of the Merger Agreement or failing to submit the Merger
to the Issuer's stockholders for approval or (ii) by the Issuer as a result of
the Issuer's acceptance of a Competing Transaction, each Stockholder has agreed
to sell to Chemfab or an affiliate of Chemfab all of such Stockholder's shares
of Common Stock at a price equal to the Per Share Merger Consideration (the
"Option").
The Stockholder Voting Agreement will terminate upon the later of the
termination of the Merger Agreement under certain circumstances or the
occurrence of the "Outside Date", which is defined as the later to occur of
July 31, 1999 and 60 days after the later of clearance by the Securities and
Exchange Commission of a proxy statement with respect to the Merger filed by
the Issuer pursuant to Section 14(a) of the Securities Exchange Act of 1934 or
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, provided that the Option will not terminate
until 15 days after termination of the Merger Agreement if the Merger Agreement
is terminated by Chemfab as a result of the Board of Directors of the Issuer
approving or recommending a Competing Transaction, withdrawing or modifying its
approval of the Merger Agreement or failing to submit the Merger to the
Issuer's stockholders for approval or by the Issuer as a result of the Issuer's
acceptance of a competing Transaction.
The purpose of the Stockholder Voting Agreement is to facilitate
consummation of the Merger.
<PAGE>
Except as contemplated by the Merger Agreement and the Stockholder Voting
Agreement, or as otherwise described in this Item 4, neither Chemfab nor, to
the best of Chemfab's knowledge, any individual named in Schedule I hereto,
have present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any other person;
(h) Causing the Common Stock to be delisted from the Nasdaq National
Market;
(i) The Common Stock becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
References to, and descriptions of, the Merger Agreement and the
Stockholder Voting Agreement as set forth above in this Item 4 are qualified in
their entirety by references to the copy of the Merger Agreement, which is
incorporated into this Schedule 13D by reference to the Current Report on Form
8-K filed by Chemfab with the Securities and Exchange Commission on June 14,
1999, and the copy of the Stockholder Voting Agreement included as Exhibit 1 to
this Schedule 13D.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) 6,021,203 shares of Common Stock, representing approximately
48.4% of the outstanding shares of Common Stock, based on the number of shares
of Common Stock outstanding on March 31, 1999, are subject to the Stockholder
Voting Agreement. By virtue of the Stockholder Voting Agreement, Chemfab may be
deemed to share with the Stockholders the power to vote or dispose the shares
of Common Stock subject to the Stockholder Voting Agreement. However, Chemfab
(i) except as otherwise set forth in the Stockholder Voting Agreement, is not
entitled to any rights as a stockholder of the Issuer as to the shares of
Common Stock subject to the Stockholder Voting Agreement, and (ii) Chemfab
disclaims beneficial ownership of the shares of Common Stock of the Issuer
which are covered by the Stockholder Voting Agreement.
(c) Other than as set forth in this Item 5(a)-(b), as of the date hereof,
there have been no transactions in the shares of Common Stock effected during
the past 60 days by Chemfab and, to the best of Chemfab's knowledge, there have
been no transactions in the shares of Common Stock effected during the past 60
days by any of the individuals named in Schedule I hereto.
(d) To the best of Chemfab's knowledge as of the date hereof, no other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth in or incorporated by reference in Items 3
through 5 is hereby incorporated by reference. A copy of the Merger Agreement
is incorporated into this Schedule 13D by reference to the Current Report on
Form 8-K filed by Chemfab with the Securities and Exchange Commission on June
14, 1999 and a copy of the Stockholder Voting Agreement is included as Exhibit
1 to this Schedule 13D.
Except as set forth in this statement, to the best of Chemfab's knowledge,
as of the date hereof, there are no contracts, arrangements, understandings or
relationship (legal or otherwise) between Chemfab or any persons with respect
to securities of the Issuer.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Stockholder Voting Agreement, dated as of June 3, 1999,
among UroQuest Medical Corporation, Chemfab Corporation,
Warburg, Pincus, L.P., Vertical Fund Associates, L.P., The
Richard C. Davis Jr. 1993 Revocable Trust and Thomas E.
Brandt.
Exhibit 2 Agreement and Plan of Merger, dated as of June 3, 1999, by
and among Chemfab Corporation, UROK Acquisition Corp. and
UroQuest Medical Corporation (incorporated by reference to the
Current Report on Form 8-K filed by Chemfab Corporation with
the Securities and Exchange Commission on June 14, 1999).
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
undersigned certifies that the information set forth in this Statement is true,
complete, and correct.
CHEMFAB CORPORATION
By: /s/ Thomas C. Platt III
-------------------------------
Name: Thomas C. Platt III
Title: Vice President - General
Counsel and Administration,
and Secretary
Dated: June 14, 1999
<PAGE>
INDEX TO EXHIBITS AND SCHEDULES
Exhibit 1 Stockholder Voting Agreement, dated as of June 3, 1999,
among UroQuest Medical Corporation, Chemfab Corporation,
Warburg, Pincus, L.P., Vertical Fund Associates, L.P., The
Richard C. Davis Jr. 1993 Revocable Trust and Thomas E.
Brandt.
Exhibit 2 Agreement and Plan of Merger, dated as of June 3, 1999, by
and among Chemfab Corporation, UROK Acquisition Corp. and
UroQuest Medical Corporation (incorporated by reference to the
Current Report on Form 8-K filed by Chemfab Corporation with
the Securities and Exchange Commission on June 14, 1999).
Schedule I Information regarding the Officers and Directors of Chemfab
Corporation.
<PAGE>
EXHIBIT 1
STOCKHOLDER VOTING AGREEMENT
THIS STOCKHOLDER VOTING AGREEMENT (this "Agreement") is made and entered
into as of June 3, 1999, by and among Chemfab Corporation, a Delaware
corporation ("Parent"), UroQuest Medical Corporation, a Delaware corporation
(the "Company"), and the undersigned (the "Stockholders").
WHEREAS, the Stockholders desire that Parent, UROK Acquisition Corp., a
wholly owned subsidiary of Parent ("Sub"), and the Company enter into an
Agreement and Plan of Merger dated the date hereof (as the same may be amended
or supplemented, the "Merger Agreement") with respect to the merger of Sub with
and into the Company (the "Merger"); and
WHEREAS, the Stockholders and the Company are executing this Agreement as
an inducement to Parent to enter into and execute, and to cause Sub to enter
into and execute, the Merger Agreement;
NOW, THEREFORE, in consideration of the execution and delivery by Parent
and Sub of the Merger Agreement and the mutual covenants, conditions and
agreements contained herein and therein, the parties agree as follows:
1. Representations and Warranties.
(a) Each Stockholder represents and warrants to Parent as follows:
(i) The Stockholder is the record and beneficial owner of the number
of shares (the "Stockholder's Shares") of capital stock, $0.001 par value,
of the Company ("Company Capital Stock") set forth below such
Stockholder's name on the signature page hereof. This Agreement has been
duly authorized, executed and delivered by, and constitutes a valid and
binding agreement of, the Stockholder, enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws of general
application respecting creditors' rights and by general equitable
principles.
(ii) Neither the execution and delivery of this Agreement nor the
consummation by the Stockholder of the transactions contemplated hereby
will result in a violation of, or a default under, or conflict with, any
contract, trust, commitment, agreement, understanding, arrangement or
restriction of any kind to which the Stockholder is a party or bound or to
which the Stockholder's Shares are subject. If the Stockholder is married
and the Stockholder's Shares constitute community property, this Agreement
has been duly authorized, executed and delivered by, and constitutes a
valid and binding agreement of, the Stockholder's spouse, enforceable
against such person in accordance with its terms. Consummation by the
Stockholder of the transactions contemplated hereby will not violate, or
require any consent, approval, or notice under, any provision of any
<PAGE>
judgment, order, decree, statute, law, rule or regulation applicable to
the Stockholder or the Stockholder's Shares.
(iii) The Stockholder's Shares and the certificates representing the
Stockholder's Shares are now, and at all times during the term hereof will
be, held by the Stockholder, or by a nominee or custodian for the benefit
of such Stockholder, free and clear of all liens, security interests,
proxies, voting trusts or voting agreements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising hereunder.
(iv) No broker, investment banker, financial adviser or other person
is entitled to any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of the Stockholder.
(v) The Stockholder understands and acknowledges that Parent is
entering into, and causing Sub to enter into, the Merger Agreement in
reliance upon the Stockholder's execution and delivery of this Agreement.
The Stockholder acknowledges that the irrevocable proxy set forth in
Section 4 and the option in Section 5 are granted in consideration for the
execution and delivery of the Merger Agreement by Parent and Sub.
(b) Parent represents and warrants to each of the Stockholders as follows:
(i) This Agreement has been duly authorized, executed and delivered
by, and constitutes a valid and binding agreement of, Parent, enforceable
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws of general application respecting creditors' rights and by
general equitable principles.
(ii) Neither the execution and delivery of this Agreement nor the
consummation by Parent of the transactions contemplated hereby will result
in a violation of, or a default under, or conflict with, the Certificate
of Incorporation or Bylaws of Parent or any contract, trust, commitment,
agreement, understanding, arrangement to which Parent is a party or bound
or to which Parent is subject.
2. Voting Agreements. Each Stockholder agrees with, and covenants to,
Parent as follows:
(a) At any meeting of stockholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in
any other circumstances upon which a vote, consent or other approval with
respect to the Merger and the Merger Agreement is sought (the
"Stockholders' Meeting"), the Stockholder shall vote (or cause to be
voted) the Stockholder's Shares in favor of the Merger, the execution and
delivery by the Company of the Merger Agreement, and the approval of the
<PAGE>
terms thereof and each of the other transactions contemplated by the
Merger Agreement.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which their vote,
consent or other approval is sought, the Stockholder shall vote (or cause
to be voted) the Stockholder's Shares against (i) any merger agreement or
merger (other than the Merger Agreement and the Merger), consolidation,
combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company or (ii) any
amendment of the Company's Certificate of Incorporation or Bylaws or other
proposal or transaction involving the Company or any of its subsidiaries
which amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify the Merger, the Merger Agreement or
any of the other transactions contemplated by the Merger Agreement (each
of the foregoing in clause (i) or (ii) above, a "Competing Transaction").
3. Covenants. Each Stockholder agrees with, and covenants to, Parent that
such Stockholder shall not (i) transfer (which term shall include, without
limitation, for the purposes of this Agreement, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all of the Stockholder's
Shares or any interest therein, except pursuant to the Merger; (ii) enter into
any contract, option or other agreement or understanding with respect to any
transfer of any or all of the Stockholder's Shares or any interest therein;
(iii) grant any proxy, power of attorney or other authorization in or with
respect to such shares, except for this Agreement; (iv) deposit such shares
into a voting trust or enter into a voting agreement or arrangement with
respect to such shares; (v) initiate, solicit or encourage, or take any action
to facilitate the making of, any offer or proposal which constitutes or is
reasonably likely to lead to an Acquisition Proposal (as defined in the Merger
Agreement); or (vi) in the event of any unsolicited proposed Acquisition
Proposal, engage in negotiations with or discussions with, or provide any
information or data to, any person or entity (other than Parent, any of its
affiliates or representatives) relating to any Acquisition Proposal, except as
expressly permitted by Section 4.6 of the Merger Agreement; provided, that the
Stockholder may transfer (as defined above) any of the Stockholder's Shares to
any other person or entity who is on the date hereof, or to any family member
of a person or to any charitable institution which prior to the Stockholders
Meeting and prior to such transfer becomes, a party to this Agreement bound by
all the obligations of the "Stockholder" hereunder.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) Each Stockholder hereby irrevocably grants to, and appoints, Parent
and John W. Verbicky, Chief Executive Officer of Parent, and Moosa E. Moosa,
Chief Financial Officer of Parent, in their respective capacities as officers
of Parent, and any individual who shall hereafter succeed to any such office of
Parent, and each of them individually, the Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of the Stockholder, to vote the Stockholder's Shares, or grant a
consent or approval in respect of the Stockholder's Shares (i) in favor of the
Merger, the execution and delivery of the Merger Agreement and approval of the
<PAGE>
terms thereof and each of the other transactions contemplated by the Merger
Agreement, and (ii) against any Competing Transaction.
(b) Each Stockholder represents that any proxies heretofore given in
respect of the Stockholder's Shares are not irrevocable, and that any such
proxies are hereby revoked.
(c) Each Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance
of the duties of the Stockholder under this Agreement. Each Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. Each Stockholder hereby ratifies and
confirms all that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof. Such irrevocable proxy is executed and intended to be
irrevocable in accordance with the provisions of Section 212 of the Delaware
General Corporation Law.
5. Option to Acquire Shares. In the event that the Merger Agreement is
terminated by Parent in accordance with Section 6.1(c) of the Merger Agreement
or by the Company in accordance with Section 6.1(d) of the Merger Agreement, at
the option of Parent, the Stockholders shall sell to Parent or an affiliate of
Parent all of the Shares, as well as any other shares of Company Capital Stock
of which the Stockholder acquires beneficial ownership and sole voting power,
at a purchase price equal to the Per Share Merger Consideration (as defined in
the Merger Agreement). The Company agrees that it will cooperate with the
Parent in order to prepare a calculation of the Per Share Merger Consideration
as of the Notice Date referred to below. In the event that Parent is entitled
to and wishes to purchase all or some of the Shares, Parent shall give the
Stockholders written notice (the date of which being herein referred to as the
"Notice Date") within ten (10) days of the termination of the Merger Agreement
specifying (i) the total number of Shares it will purchase, and (ii) a place
and date not earlier than three (3) business days nor later than sixty (60)
business days from the Notice Date for the closing of such purchase (the
"Closing"); provided that if prior notification to or approval of any
regulatory agency is required in connection with such purchase, Parent and the
Stockholders shall promptly file the required notice or application for
approval and shall expeditiously process the same and the period of time that
otherwise would run pursuant to this sentence shall run instead from the date
on which any required notification periods have expired or been terminated or
such approvals have been obtained and any requisite waiting period or periods
shall have passed. The term "business day" for purposes of this Agreement means
any day, excluding Saturdays, Sundays and any other day that is a legal holiday
in the State of New Hampshire or the State of California or a day on which
banking institutions in the State of New Hampshire or the State of California
are authorized by law or executive order to close. At the Closing, Parent shall
pay to each Stockholder the aggregate purchase price for the Shares purchased
from such Stockholder pursuant to this Section 5 in immediately available funds
by a wire transfer to a bank account designated by such Stockholder. At such
Closing, simultaneously with the delivery of immediately available funds as
provided in this Section 5, the Stockholders shall deliver to Parent the
certificate or certificates representing the number of Shares held by the
Stockholders and any other documents reasonably requested by Parent to effect
the transfer of the Shares from the Stockholders to Parent.
<PAGE>
6. Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of any
or all of the Stockholder's Shares shall pass, whether by operation of law or
otherwise, including without limitation the Stockholder's successors or
assigns. In the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital structure of
the Company affecting the Company Capital Stock, or the acquisition of
additional shares of Company Capital Stock or other voting securities of the
Company by any Stockholder, the number of the Stockholder's Shares subject to
the terms of this Agreement shall be adjusted appropriately and this Agreement
and the obligations hereunder shall attach to any additional shares of Company
Capital Stock or other voting securities of the Company issued to or acquired
by the Stockholder.
7. Stop Transfer. The Company agrees with, and covenants to, Parent that
the Company shall not register the transfer of any certificate representing any
of the Stockholder's Shares, unless such transfer is made to Parent or Sub or
otherwise in compliance with this Agreement.
8. Further Assurances. Each Stockholder shall, upon request of Parent,
execute and deliver any additional documents and take such further actions as
may reasonably be deemed by Parent to be necessary or desirable to carry out
the provisions hereof and to vest the power to vote the Stockholder's Shares as
contemplated by Section 4 in Parent and the other irrevocable proxies described
therein at the expense of Parent.
9. Termination. This Agreement, and all rights and obligations of the
parties hereunder; shall terminate, and the proxy granted under paragraph 4
shall expire, upon the later of (i) the termination of the Merger Agreement
pursuant to and in accordance with Section 6.1(a) or Section 6.1(b)(i) thereof
or (ii) the Outside Date (as defined in the Merger Agreement); provided,
however, (A) that if the Company terminates the Merger Agreement pursuant to
and in accordance with Section 6.1(b)(ii) thereof, then this Agreement shall
terminate immediately, and/or (B) that if Parent terminates the Merger
Agreement pursuant to and in accordance with Section 6.1(c) of the Merger
Agreement, then this Agreement shall terminate immediately, and/or (C) no
termination of the Merger Agreement pursuant to Section 6.1(c) or Section
6.1(d) will affect Parent's rights under Section 5 of this Agreement if it
exercises its option within fifteen (15) days after such termination.
10. Indemnification. In the event that the Merger occurs, then commencing
at the Effective Time (as defined in the Merger Agreement), Parent shall
indemnify and hold harmless the Stockholders and the Stockholders' affiliates,
agents, advisers and representatives (the "Indemnified Parties") against and
from any costs, expenses (including reasonable attorneys' fees), settlement
payments, claims, demands, judgments, fines, penalties, losses, damages and
liabilities incurred in connection with any claim, suit, action or proceeding
(whether asserted, commenced or arising before or after the Effective Time)
that arises directly or indirectly from or relates directly or indirectly to
(a) execution, delivery or performance of this Agreement, or (b) any of the
transactions contemplated by this Agreement; provided, that the Parent shall
not be obligated to indemnify the Indemnified Parties with respect to any
claim, suit, action or proceeding to the extent it arises out of or relates to
any breach or alleged breach of any representation or warranty or covenant in
<PAGE>
this Agreement by the Company or any Stockholder or any breach or alleged
breach by the Company of any representation or warranty or covenant in the
Merger Agreement. In the event any such claim, suit, action or proceeding is
asserted or commenced against any Indemnified Party, (i) Parent shall advance
and pay the reasonable fees and expenses of any counsel retained by such
Indemnified Party in connection with such claim, suit, action or proceeding
promptly after receipt of a request therefor from such Indemnified Party, and
(ii) Parent shall cooperate with such Indemnified Party and such Indemnified
Party's counsel in the defense of such claim, suit, action or proceeding.
11. Enforcement Costs. If any party institutes an action for the
enforcement of this Agreement, the prevailing party shall be entitled to
reimbursement on demand of all costs and expenses of such action including
reasonable legal fees.
12. Miscellaneous.
(a) Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings assigned to them in the Merger Agreement.
(b) All notices, requests, claims, demands and other communications
under this Agreement shall be in writing and shall be deemed given if delivered
personally or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice): (i) if to Parent, to the address provided
in the Merger Agreement; and (ii) if to a Stockholder, to its address shown
below its signature on the last page hereof.
(c) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(d) This Agreement may be executed in two or more counterparts, each
of which shall be considered an original hereof and one and the same agreement.
(e) This Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.
(f) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
(g) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise, by any of the parties without the prior written
consent of the other parties, except as expressly contemplated by the proviso
to Section 3. Any assignment in violation of the foregoing shall be void.
<PAGE>
(h) Each Stockholder agrees that irreparable damage would occur and
that Parent would not have any adequate remedy at law in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that Parent
shall be entitled to an injunction or injunctions to prevent breaches by any
Stockholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any court, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each of the
parties hereto (i) consents to submit such party to the personal jurisdiction
of any Federal court located in the State of Delaware or any State of Delaware
state court in the event any dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court and (iii) agrees that such party will not bring any
action relating to this Agreement or any of the transactions contemplated
hereby in any court other than a Federal court sitting in the State of Delaware
or a Delaware state court. The foregoing remedies are in addition to, and not
in lieu of, any payment required to be made by the Company pursuant to the
terms of the Merger Agreement.
(i) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, be held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions herein and the
application thereof to any other circumstances, shall remain in full force and
effect, shall not in any way be affected, impaired or invalidated, and shall be
enforced to the fullest extent permitted by law.
(j) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and signed
by such party.
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Agreement as of the day and year first above written.
CHEMFAB CORPORATION
By: /s/ John W. Verbicky
---------------------------------
Name: John W. Verbicky
Title: President
UROQUEST MEDICAL CORPORATION
By: /s/ Terry Spraker
---------------------------------
Name: Terry Spraker
Title: President
STOCKHOLDERS:
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co., General Partner
/s/ Elizabeth H. Weatherman, Partner
--------------------------------------
Name: Elizabeth H. Weatherman
Address: 466 Lexington Avenue
New York, New York 10017
Number of Shares
Beneficially Owned: 3,188,571
VERTICAL FUND ASSOCIATES, L.P.
By: The Vertical Group, L.P., General Partner
/s/ Jack W. Lasersohn
-------------------------------------
Name: Jack W. Lasersohn
Address: 18 Bank Street
Summit, New Jersey 07901
Number of Shares
Beneficially Owned: 354,285
<PAGE>
/s/ Richard C. Davis
-------------------------------------
Name: Richard C. Davis
Address:
Number of Shares
Beneficially Owned: 873,318
/s/ Thomas E. Brandt
-------------------------------------
Name: Thomas E. Brandt
Address: 206 Andover Drive
Valparaiso, Indiana 46383
Number of Shares
Beneficially Owned: 1,605,029
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
<S> <C> <C>
DIRECTORS:
Name and Business Address Principal Occupation Business of Employer
Paul M. Cook Chief Executive Officer Provider of video-on-demand
Diva Systems Corporation and Chairman of the services to the cable
333 Ravenswood Drive, Bldg. 203 Board of Directors television industry.
Menlo Park, California 94025
Warren C. Cook President Producer of mice for
Jackson Laboratory laboratories.
600 Main Street
Bar Harbor, Maine 04609
Robert E. McGill III Retired
Berkshires Management
Company L.L.C.
295 Hancock Road
Williamstown, Massachusetts 02167
James E. McGrath, Ph.D. Professor and Director State university
Virginia Polytechnic Institute of National Science
West Campus Drive Foundation's Science and
2108 Hahn Hall Technology Center for
Blacksburg, Virginia 24060 High Performance Polymer
Adhesives and Composites
Duane C. Montopoli President, Chief Executive Ownership, operation and
Medical Resources Imaging, Inc. Officer and Director management of diagnostic
155 State Street imaging centers.
Hackensack, New Jersey 07601
Nicholas Pappas, Ph.D. Retired
606 Swallow Hollow Road
Wilmington, Delaware 19807
John W. Verbicky President and Chief See Item 2
Chemfab Corporation Executive Officer of
701 Daniel Webster Highway Chemfab
Merrimack, New Hampshire 03054
All of the foregoing persons are citizens of the United States.
<PAGE>
EXECUTIVE OFFICERS:
Name and Business Address Principal Occupation Business of Employer
John W. Verbicky President and Chief See Item 2
Chemfab Corporation Executive Officer of
701 Daniel Webster Highway Chemfab
Merrimack, New Hampshire 03054
Michael P. Cushman Vice President - Americas See Item 2
Chemfab Corporation Business Group
701 Daniel Webster Highway
Merrimack, New Hampshire 03054
Moosa E. Moosa Vice President - Finance, See Item 2
Chemfab Corporation Treasurer and Chief
701 Daniel Webster Highway Financial Officer
Merrimack, New Hampshire 03054
Thomas C. Platt III Vice President - General See Item 2
Chemfab Corporation Counsel and
701 Daniel Webster Highway Administration and
Merrimack, New Hampshire 03054 Secretary
Charles L. Tilgner Vice President and See Item 2
Chemfab Corporation Director of U.S.
701 Daniel Webster Highway Operations and
Merrimack, New Hampshire 03054 Engineering
Hilary A. Arwine Corporate Controller See Item 2
Chemfab Corporation
701 Daniel Webster Highway
Merrimack, New Hampshire 03054
All of the foregoing persons are citizens of the United States.
</TABLE>
