SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MICROTEK MEDICAL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
594939100
(CUSIP Number)
Windsor Capital, Inc.
7711 Bonhomme Avenue
St. Louis, MO 63105
Attn: Mr. Wayne L. Smith, II
(314) 727-7766
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
with copies to:
John W. Finger, Esq.
Stinson, Mag & Fizzell, P.C.
100 South Fourth Street
St. Louis, MO 63102
(314)259-4500
April 30, 1996
(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 ]
<PAGE>
SCHEDULE 13D
CUSIP NO. 594939100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Windsor Capital, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
Windsor Capital, Inc. has sole
direct voting power as to 305,683
shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING Windsor Capital, Inc. has sole direct
PERSON WITH dispositive power as to 305,683
shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,683 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 594939100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Windsor, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF Shared indirect voting power as
SHARES to 305,683 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
Shared indirect dispositive power as
to 305,683 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,683 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 594939100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wayne L. Smith, II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF Shared indirect voting power as
SHARES to 305,683 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
Shared indirect dispositive power as
to 305,683 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,683 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 594939100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanessa M. Tegethoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF Shared indirect voting power as
SHARES to 305,683 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
Shared indirect dispositive power as
to 305,683 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,683 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 594939100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barney A. Ebsworth
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF Shared indirect voting power as
SHARES to 305,683 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
Shared indirect dispositive power as
to 305,683 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,683 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Item 1. Security and Issuer.
This statement relates to the par value $0.01 per share (the
"Common Stock"), of Microtek Medical, Inc., a Delaware corporation
(the "Issuer"), which has its principal executive offices at 602
Lehmberg, Columbus, Mississippi 39702.
Item 2. Identity and Background.
(a)-(c) The Common Stock of the Issuer has been acquired by
Windsor Capital, Inc., a Missouri corporation
("Windsor"), having its principal business and office
address at 7711 Bonhomme Avenue, St. Louis, Missouri
63105. The principal business of Windsor is investments
and merchant banking. The executive officers and
directors of Windsor and related information are provided
as follows:
Name Business Principal
Address Employment
Wayne L. Smith, II 7711 Bonhomme Avenue President, Secretary
St. Louis, MO 63105 and sole director of
Windsor and Windsor,
Inc.
Vanessa M. Tegethoff 7711 Bonhomme Avenue
St. Louis, MO 63105 Vice President--Administration
and Assistant Secretary
of Windsor and
Windsor, Inc.
Windsor, Inc. 7711 Bonhomme Avenue Sole stockholder of
St. Louis, MO 63105 Windsor
Barney A. Ebsworth 7711 Bonhomme Avenue Sole stockholder of
St. Louis, MO 63105 Windsor, Inc.
(d)-(e) None of the persons with respect to whom information is
provided in response to this Item was, during the last
five years, convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or was
during the last five years, a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and therefore was not and is not 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 as a result of
any such proceeding.
<PAGE>
(f) Each of the natural persons with respect to whom information
is provided in response to this Item is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
On April 30, 1996, Micro Partners, L.P. ("Micro Partners")
made a liquidating distribution of all of the shares of Common
Stock held by Micro Partners to its limited partners and general
partner in proportion to their respective partnership interests and
in accordance with its partnership agreement. Windsor is a limited
partner of Micro Partners and therefore on April 30, 1996, became
the beneficial owner of the 305,683 shares of Common Stock
distributed to him. The shares of Common Stock distributed to
Windsor were not issued in exchange for any "funds or other
consideration."
Item 4. Purpose of Transaction.
With respect to the shares of Common Stock acquired by
Windsor, Windsor did not acquire such shares with any
particular purpose because such shares were transferred to Windsor
pursuant to the April 30, 1996 liquidating distribution of Micro
Partners as described above in Item 3. Windsor has no present
plans or proposals which would relate to or 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 any of its subsidiaries;
(d) any change in the present board of directors or
management of 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 present 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 person;
<PAGE>
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934;
or
(j) any action similar to any of those enumerated in (a)
through (i) above.
It is noted, however, that the Issuer and Isolyser Company,
Inc., a Georgia corporation ("ICI"), have entered into an Agreement
and Plan of Merger (the "Merger Agreement"), dated March 15, 1996,
pursuant to which a subsidiary of ICI has agreed, subject to
certain terms and conditions, to merge into the Issuer (the
"Merger"). In the Merger, the Issuer's stockholders will receive
shares of ICI common stock in exchange for their Common Stock, in
accordance with the exchange ratio set forth in the Merger
Agreement. Consummation of the Merger is subject to, among other
things, approval by the Issuer's stockholders. In connection with the
parties' execution of the Merger Agreement, Micro Partners
delivered a proxy to ICI to vote shares of Common Stock held by
Micro Partners in favor of the Merger, a form of which is attached
hereto as Exhibit (1) and incorporated herein by reference. In
addition, Windsor currently intends to deliver a voting agreement
to ICI, a form of which is attached hereto as Exhibit (2) and
incorporated herein by reference, which delivers to ICI a proxy
with respect to all of its shares of Common Stock and stipulates
that Windsor covenants not to seek to assert any appraisal or
dissenters' rights in respect of the Merger. See, Item 6 below.
Item 5. Interest in Securities of the Issuer.
(a) As of April 30, 1996, Windsor held and beneficially owned
305,683 shares of Common Stock, which represented
approximately 6.6% of the 4,596,886 shares of Common
Stock then outstanding.
(b) As of April 30, 1996, Windsor's power to vote or dispose
of the shares of Common Stock and reported as being
beneficially owned by him was as follows:
Voting Disposition
COMMON STOCK Sole Shared Sole Shared
Windsor 305,683 305,683
<PAGE>
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
In connection with the parties' execution of the Merger
Agreement, Micro Partners delivered a proxy to ICI to vote shares
of Common Stock held by Micro Partners in favor of the Merger, a
form of which is attached hereto as Exhibit (1) and incorporated
herein by reference. In addition, Windsor currently intends to
deliver a voting agreement to ICI, a form of which is attached
hereto as Exhibit (2) and incorporated herein by reference, which
delivers to ICI a proxy with respect to all of its shares of Common
Stock and stipulates that Windsor covenants not to seek to assert
any appraisal or dissenters' rights in respect of the Merger.
Item 7. Material to Be Filed as Exhibits.
The following material is filed as an Exhibit to this Schedule
13D:
(1) Agreement, dated as of March 15, 1996, by and between ICI
and Micro Partners; and
(2) Form of Agreement to be by and among ICI, Micro Partners
and Windsor.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: May 10, 1996.
WINDSOR CAPITAL, INC.
By: /s/ Wayne L. Smith, II
Wayne L. Smith, II
President
WINDSOR, INC.
By: /s/ Wayne L. Smith, II
Wayne L. Smith, II
President
/s/ Wayne L. Smith, II
Wayne L. Smith, II
/s/ Vanessa M. Tegethoff
Vanessa Pegethoff
/s/ Barney A. Ebsworth
Barney A. Edsworth
EXHIBIT (1)
AGREEMENT
THIS AGREEMENT, dated as of March 15, 1996, is made by
and between Isolyser Company, Inc., a Georgia corporation
("ICI"), and MICRO PARTNERS, L.P. (the "Stockholder").
Simultaneously herewith, ICI and Microtek Medical, Inc.
("MMI") are parties to an Agreement and Plan of Merger, dated as
of the date hereof (the "Merger Agreement"), pursuant to which a
subsidiary of ICI has agreed, subject to certain terms and
conditions, to merge into MMI (the "Merger"). The Stockholder is
a member of, or has a representative on, the board of directors
and/or an executive officer of MMI and has voting power with
respect to the number of shares of Common Stock, $.01 par value
("Common Stock"), of MMI set forth by the Stockholder's signature
hereto. Capitalized terms not otherwise defined herein shall
have the meaning set forth in the Merger Agreement.
At the request of and for the benefit of MMI and the
other holders of shares of MMI's Common Stock and in order to
induce ICI to enter into the Merger Agreement and to provide
reasonable assurances that the transactions contemplated by the
Merger Agreement will be consummated, the Stockholder is required
to make certain agreements regarding the Shares, upon the terms
and subject to the conditions set forth below.
Accordingly, the parties hereto agree as follows:
1. Voting of Shares. The Stockholder hereby appoints
ICI his/its proxy, with full power of substitution and
revocation, for and in the name, place and stead of the
Stockholder, to vote upon and act with respect to all of the
Shares standing in the name of the Stockholder or with respect to
which the Stockholder is entitled to vote and act at the MMI
stockholders' meeting referenced in Section 5.8 of the Merger
Agreement, or at any adjournment thereof, and the Stockholder
directs that his/its proxy be voted in favor of the Merger as
contemplated by Section 5.11(c) of the Merger Agreement. The
Stockholder hereby revokes any proxy or proxies heretofore given
to vote upon or act with respect to the Shares and hereby
ratifies and conforms all that said proxy, its substitutes, or
any of them, may lawfully do by virtue hereof. The Stockholder
further covenants not to seek to assert any appraisal or
dissenters' right (to the extent applicable) in respect of the
Merger. This proxy shall be irrevocable and shall survive the
death, disability or bankruptcy, or with respect to non-natural
persons: the bankruptcy, merger, dissolution or liquidation, of
the Stockholder. Notwithstanding the foregoing, this proxy shall
be subject to revocation and of no further force or effect in the
event that (i) the Merger Agreement is terminated as a <PAGE> result of
the provisions of Section 9.1(a) thereof or (ii) both (A) the
Merger Agreement is terminated as a result of the provisions of
Section 9.1(f) or 9.1(g) thereof and (B) MMI has paid ICI the fee
set forth in Section 9.2(b) of the Merger Agreement.
2. Representation and Warranties of the Stockholder.
The Stockholder hereby represents and warrants to, and covenants
with ICI that:
(a) The Stockholder is the sole record and
beneficial owner of the number of Shares listed opposite
such Stockholder's signature hereto; no person has a right
to acquire or direct the disposition, or holds a proxy or
other right to vote or direct the vote, of such Shares.
Other than this Agreement and the Merger Agreement, there is
no option, warrant, right, call, proxy, agreement,
commitment or understanding of any nature whatsoever, fixed
or contingent, that directly or indirectly (i) calls for the
sale, pledge or other transfer or disposition of any of such
Stockholder's Shares, any interest therein or any rights
with respect thereto, or relates to the voting, disposition
or control of such Shares (except under pledge agreements
with commercial lenders, copies of which have been furnished
to ICI), or (ii) obligates such Stockholder to grant, offer
or enter into any of the foregoing.
(b) The Stockholder has the full right, power,
authority and legal capacity to enter into this Agreement,
and this Agreement has been duly and validly executed and
delivered by such Stockholder and constitutes a valid and
binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms.
(c) Securities Act Representations. The
Stockholder hereby agrees and represents to ICI that such
Stockholder has been advised that the offering, sale and
delivery of ICI Common Stock pursuant to the Merger shall be
registered under the Securities Act on a registration
statement on Form S-4. Such Stockholder has also been
advised, however, that to the extent such Stockholder is
considered an "affiliate" of MMI at the time the Agreement
is submitted for a vote of stockholders of MMI, any public
offering or sale by such Stockholder of any ICI Common Stock
received by such Stockholder in the Merger will, under
current law, require compliance with Rule 145 promulgated by
the SEC under the Securities Act or the availability of
another exemption from registration under the Securities
Act. Such Stockholder is familiar with and agrees to comply
with such requirements. Such Stockholder understands that
ICI shall place a legend on the certificate of such
Stockholder's ICI Common Stock to ensure compliance with the
Securities Act and rules thereunder.
(d) Pooling Act Representations. The Stockholder
will not offer to sell, transfer or otherwise dispose of any
of the shares of MMI Common Stock or ICI Common Stock issued
to such Stockholder beginning thirty (30) days prior to the
<PAGE>
Closing Date and continuing until such time as financial
results covering a period of at least thirty (30) days of
combined operations of ICI and MMI have been published in
accordance with Section 5.10 of the Agreement.
3. Representations and Warranties of ICI. ICI
represents and warrants that:
(a) It has the corporate power to execute,
deliver and perform this Agreement and to consummate the
transactions contemplated hereby.
(b) It has taken all corporate action necessary
to authorize its execution, delivery and performance of this
Agreement and the consummation of the transactions
contemplated hereby; and that this Agreement has been duly
and validly executed and delivered by ICI and constitutes a
valid and binding obligation of ICI.
4. Binding Effect; Assignment. This Agreement shall
inure to the benefit of and be binding upon the parties and their
respective heirs, personal representatives, successors and
permitted assigns.
5. Injunctive Relief; Remedies Cumulative. Each
party hereto acknowledges that the other parties will be
irreparably harmed and that there will be no adequate remedy at
law for a violation of any of the covenants or agreements of such
party that are contained in this Agreement. It is accordingly
agreed that, in addition to any other remedies that may be
available to the non-breaching party or parties upon the breach
by any other party of such covenants and agreements, the non-breaching
party or parties shall have the right to obtain injunctive relief
to restrain any breach or threatened breach of such covenants or
agreements or otherwise to obtain specific performance of any of
such covenants or agreements. No remedy conferred upon or reserved
to any party herein is intended to be exclusive of any other remedy,
and every remedy shall be cumulative and in addition to every other
remedy herein or now or hereafter existing at law, in equity or by
statute.
6. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware, without regard to the law of conflicts of laws thereof.
7. Counterparts. This Agreement may be executed in
one or more counterparts, all of which together shall constitute
a single agreement.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be signed as of the date first above
written.
ISOLYSER COMPANY, INC.
By: /s/ Robert Taylor
MICRO PARTNERS, L.P.
By: /s/ James V. O'Donnell, President
of Micro General, Inc., its
General Partner
[Name of Stockholder to be
signed exactly as name
appears on certificates]
No. of Shares: 1,742,889
EXHIBIT (2)
AGREEMENT
THIS AGREEMENT, dated as of May 1, 1996, is made by and
between Isolyser Company, Inc., a Georgia corporation ("ICI"),
Micro Partners, L.P. ("Micro Partners") and Windsor Capital, Inc.
(the "Stockholder").
The Stockholder has voting power with respect to the
number of shares of Common Stock, $.01 par value ("Common Stock"
or "Shares"), of Microtek Medical, Inc. ("MMI") set forth by the
Stockholder's signature hereto. On April 30, 1996, Micro
Partners transferred those shares of Common Stock to the
Stockholder.
On March 15, 1996, Micro Partners entered into an
Agreement with ICI which Agreement included terms substantially
similar to those set forth herein. The Stockholder has entered
into this Agreement in consideration of the distribution by Micro
Partners to its limited and general partners of the Common Stock
owned by Micro Partners.
Accordingly, the parties hereto agree as follows:
1. Voting of Shares. The Stockholder hereby appoints
ICI his/its proxy, with full power of substitution and
revocation, for and in the name, place and stead of the
Stockholder, to vote upon and act with respect to all of the
Shares standing in the name of the Stockholder or with respect to
which the Stockholder is entitled to vote and act at the MMI
stockholders' meeting referenced in Section 5.8 of the Agreement
and Plan of Merger, dated March 15, 1996 (the "Merger
Agreement"), pursuant to which a subsidiary of ICI has agreed,
subject to certain terms and conditions, to merge into MMI (the
"Merger"), or at any adjournment thereof, and the Stockholder
directs that his/its proxy be voted in favor of the Merger as
contemplated by Section 5.11(c) of the Merger Agreement. The
Stockholder hereby revokes any proxy or proxies heretofore given
to vote upon or act with respect to the Shares and hereby
ratifies and conforms all that said proxy, its substitutes, or
any of them, may lawfully do by virtue hereof. The Stockholder
further covenants not to seek to assert any appraisal or
dissenters' right (to the extent applicable) in respect of the
Merger. This proxy shall be irrevocable and shall survive the
death, disability or bankruptcy, or with respect to non-natural
persons: the bankruptcy, merger, dissolution or liquidation, of
the Stockholder. Notwithstanding the foregoing, this proxy shall
be subject to revocation and of no further force or effect in the
event that (i) the Merger Agreement is terminated as a result of
the provisions of Section 9.1(a) thereof or (ii) both (A) the
Merger Agreement is terminated as a result of the provisions of
Section 9.1(f) or 9.1(g) thereof and (B) MMI has paid ICI the fee
set forth in Section 9.2(b) of the Merger Agreement.
<PAGE>
2. Representation and Warranties of the Stockholder.
The Stockholder hereby represents and warrants to, and covenants
with ICI that:
(a) The Stockholder is the sole record and
beneficial owner of the number of Shares listed opposite
such Stockholder's signature hereto; no person has a right
to acquire or direct the disposition, or holds a proxy or
other right to vote or direct the vote, of such Shares.
Other than this Agreement and the Merger Agreement, there is
no option, warrant, right, call, proxy, agreement,
commitment or understanding of any nature whatsoever, fixed
or contingent, that directly or indirectly (i) calls for the
sale, pledge or other transfer or disposition of any of such
Stockholder's Shares, any interest therein or any rights
with respect thereto, or relates to the voting, disposition
or control of such Shares (except under pledge agreements
with commercial lenders, copies of which have been furnished
to ICI), or (ii) obligates such Stockholder to grant, offer
or enter into any of the foregoing.
(b) The Stockholder has the full right, power,
authority and legal capacity to enter into this Agreement,
and this Agreement has been duly and validly executed and
delivered by such Stockholder and constitutes a valid and
binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms.
(c) Securities Act Representations. The
Stockholder hereby agrees and represents to ICI that such
Stockholder has been advised that the offering, sale and
delivery of ICI Common Stock pursuant to the Merger shall be
registered under the Securities Act on a registration
statement on Form S-4. Such Stockholder has also been
advised, however, that to the extent such Stockholder is
considered an "affiliate" of MMI at the time the Agreement
is submitted for a vote of stockholders of MMI, any public
offering or sale by such Stockholder of any ICI Common Stock
received by such Stockholder in the Merger will, under
current law, require compliance with Rule 145 promulgated by
the SEC under the Securities Act or the availability of
another exemption from registration under the Securities
Act. Such Stockholder is familiar with and agrees to comply
with such requirements. Such Stockholder understands that
ICI shall place a legend on the certificate of such
Stockholder's ICI Common Stock to ensure compliance with the
Securities Act and rules thereunder.
(d) Pooling Act Representations. The Stockholder
will not offer to sell, transfer or otherwise dispose of any
of the shares of MMI Common Stock or ICI Common Stock issued
to such Stockholder beginning thirty (30) days prior to the
Closing Date and, to the extent the Stockholder is
considered an affiliate of MMI, continuing until such time
as financial results covering a period of at least thirty
(30) <PAGE> days of combined operations of ICI and MMI have been
published in accordance with Section 5.10 of the Agreement.
3. Representations and Warranties of ICI. ICI
represents and warrants that:
(a) It has the corporate power to execute,
deliver and perform this Agreement and to consummate the
transactions contemplated hereby.
(b) It has taken all corporate action necessary
to authorize its execution, delivery and performance of this
Agreement and the consummation of the transactions
contemplated hereby; and that this Agreement has been duly
and validly executed and delivered by ICI and constitutes a
valid and binding obligation of ICI.
4. Binding Effect; Assignment. This Agreement shall
inure to the benefit of and be binding upon the parties and their
respective heirs, personal representatives, successors and
permitted assigns.
5. Injunctive Relief; Remedies Cumulative. Each
party hereto acknowledges that the other parties will be
irreparably harmed and that there will be no adequate remedy at
law for a violation of any of the covenants or agreements of such
party that are contained in this Agreement. It is accordingly
agreed that, in addition to any other remedies that may be
available to the non-breaching party or parties upon the breach
by any other party of such covenants and agreements, the non-breaching
party or parties shall have the right to obtain injunctive relief to
restrain any breach or threatened breach of such covenants or
agreements or otherwise to obtain specific performance of any of
such covenants or agreements. No remedy conferred upon or reserved
to any party herein is intended to be exclusive of any other remedy,
and every remedy shall be cumulative and in addition to every other
remedy herein or now or hereafter existing at law, in equity or by
statute.
6. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware, without regard to the law of conflicts of laws thereof.
7. Counterparts. This Agreement may be executed in
one or more counterparts, all of which together shall constitute
a single agreement.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be signed as of the date first above
written.
ISOLYSER COMPANY, INC.
By:_________________________
MICRO PARTNERS, L.P.
By: Micro General
By:____________________
Name:
Title:
STOCKHOLDER:
WINDSOR CAPITAL, INC.
By:_________________________
Name:
Title:
No. of Shares:
