UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PLATRONICS, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
727652109
(CUSIP Number)
Steven West
West Worldwide Venture Capital, Inc.
1000 McNab Rd., Suite 104
Pompano Beach, Florida 33069
(954) 788-9300
(Name, address and telephone number of person
authorized to receive notices and communications)
October 12, 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 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
[BOX].
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to
be sent.
Page 1 of 6
<PAGE>
SCHEDULE 13D
CUSIP NO. 727652109 Page 2 of 6
================================= ========================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven West
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) x
(b) [BOX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [BOX]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 245,500
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
245,500
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [BOX]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
================================================================================
Page 2 of 6
<PAGE>
SCHEDULE 13D
CUSIP NO. 727652109 Page 3 of 6
=========================== ======================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Worldwide Venture Capital, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) x
(b) [BOX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [BOX]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 245,500
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 245,500
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [BOX]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
================================================================================
Page 3 of 6
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Item 1. Security and Issuer.
Common Stock, par value $.10 per share, of Platronics, Inc., a New Jersey
corporation (the "Issuer"), having principal executive offices located at 301
Commerce Road, Linden, New Jersey 07036.
Item 2. IDENTITY AND BACKGROUND.
1. (a) Steven West.
(b) Mr. West's business address is 1000 W. McNab Road, Suite
104, Pompano Beach, FL 33069.
(c) Mr. West is the President and sole stockholder of West
Worldwide Venture Capital, Inc., which has its offices at 1000 W. McNab Road,
Suite 104, Pompano Beach, FL 33069. Mr. West's principal occupation is Chairman
and CEO of West Worldwide Industries, Inc., which has its offices at 1000 W.
McNab Road, Suite 104, Pompano Beach, FL 33069. This firm provides consulting in
mergers and acquisitions, finance, management, marketing and executive search.
(d) Mr. West has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. West has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. West is a United States citizen.
2. (a) West Worldwide Venture Capital, Inc., a corporation
organized under the laws of Florida ("Venture").
(b) Venture's business is to own the shares of the Issuer and
interests in such other companies as may be acquired in the future.
(c) Venture's sole address is 1000 W. McNab Road, Suite 104,
Pompano Beach, FL 33069.
(d) Venture has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Venture has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
Mr. West, as President of Venture, entered into an Agreement dated June 18,
1999 with the Issuer, in substantially the form attached as Exhibit 1 hereto,
and an Agreement dated October 12, 1999, in substantially the form attached as
Exhibit 2 hereto, for the purchase of 165,500 shares of common stock owned by
Issuer. The purchase price of the Issuer's stock is from the working capital of
Venture. Mr. West and Venture share voting power and dispositive power with
respect to the securities held by Venture.
Page 4 of 6
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
The purpose of the transaction described in Item 3 is investment. Mr. West
and Venture believe that the core business of the Issuer is viable and provides
a profitable business opportunity for the Issuer and its shareholders. Mr. West,
as President of Venture, intends to utilize his business management and
investment banking expertise to assist the Issuer in pursuing acquisitions of
other companies, thereby attempting to substantially increase the Issuer's
revenues and profitability. Acting in a consulting capacity, Mr. West will
report directly to Issuer's Board of Directors and management.
With respect to clause (a) of Item 4 of Schedule 13D, Mr. West plans to
help Issuer make a number of corporate acquisitions in an attempt to "roll up"
the gold and silver plating industry, to make the Issuer more attractive to
investors and potential acquirors of the Issuer and to achieve shareholder
value. If the Issuer is acquired, Mr. West intends to sell his shares of the
Issuer. In addition, Mr. West intends to sell his shares as shall be required to
obtain either capital gain for the company or necessary working capital.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Based on 915,140 shares of Issuer's common stock outstanding on August 23,
1999, together with the warrant granted Venture for 40, 000 shares and the
option for 40,000 shares, Mr. West and Venture may be deemed a 25% owner of
Issuer's common stock.
Mr. West has also acquired a one-third interest in Ronald Knigge's 400,000
warrants and has requested that the Issuer issue warrants to him to reflect his
interest.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Neither Mr. West nor Venture is a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of Issuer.
Item 7. Material to be Filed as Exhibits.
1. Agreement dated as of June 18, 1999 by and among Platronics,
Inc., Sheridan Printing Company, Inc., James Sheridan, Ronald
Knigge, JJR Corp. d/b/a Rose Investments Corp., John Rose, West
Worldwide Industries, Inc., and West Worldwide Venture Capital,
Inc. with Exhibit A.
2. Agreement dated as of October 12, 1999 by and among James
Sheridan, John Rose and Steven West.
3. Common Stock Purchase Warrant (for benefit of Venture)
Page 5 of 6
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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.
STEVEN WEST
Date: October 22, 1999 -----------------------------
/s/ Steven West
WEST WORLDWIDE VENTURE CAPITAL, INC.
Date: October 22, 1999 By:/s/ Steven West
-----------------------------
Name: Steven West
Title: President
Page 6 of 6
EXHIBIT I
A G R E E M E N T
This Agreement, made this 18th day of June, 1999, by and between James
Sheridan, a resident of New Jersey, hereafter called "James"; Sheridan Printing,
a New Jersey corporation, hereafter called "Sheridan"; Ron Knigge, a resident of
New Jersey, hereafter called "Knigge"; John Rose, a resident of New Jersey,
hereafter called "Rose"; Rose Investments Corp., a New Jersey corporation,
hereafter called "Investments;" West Worldwide Industries, Inc., a Florida
corporation, hereafter called "West"; Platronics, Inc., a New Jersey
corporation, hereafter called "Platronics" and West Worldwide Venture Capital,
Inc., a Florida corporation, hereafter called "Venture."
WHEREAS, James has certain management, operational and investment
expertise;
WHEREAS, Sheridan currently holds 662,000 shares of Platronics common
stock;
WHEREAS, Knigge is the President of Platronics;
WHEREAS, Rose has certain business management expertise and financial
resources;
WHEREAS, Investments has been funded by Rose to have a capability by Rose
and others to make certain investments;
WHEREAS, West has certain business management and investment banking
expertise; and
WHEREAS, Venture has certain expertise in investments and acquisitions.
NOW, in consideration of the covenants, promises and representations of the
parties hereto, the parties do herefore agree.
Page 1 of 18 Pages
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1. FILING OF 13-D FILING WITH THE SECURITIES EXCHANGE COMMISSION. As soon as
practicable, but in no event more than ten days after the completion of
this transaction, the appropriate parties shall cause to be filed with the
Securities and Exchange Commission a 13-D Filing indicating the shares
issued pursuant to this agreement and other such relevant information as
may be required.
2. MANAGEMENT. As described below, Rose, Knigge and Sheridan are the total
decision makers and have total control over management of Platronics.
3. ESCROW. All of documents and purchase price payments shall be held in
escrow by the law firm of Sills Cummis et al. pending completion of the
following to the sole satisfaction of Investments and Venture:
(a) receipt of either approval of the transactions contemplated hereby
by the New Jersey Department of Environmental Protection ("DEP") or the
issuance by the DEP of a Letter of Nonapplicability with respect to such
transaction;
(b) receipt of a Phase I environmental audit with respect to all real
property owned or leased by Platronics;
(c) receipt of lien and judgment searches with respect to Platronics;
(d) receipt of a certification from Platronics, Sheridan and Knigge that
no representation or warranty made by any of the foregoing is false or
misleading in any material respect; and
(e) amendment of the bylaws of Platronics to provide that directors on
the Board of Directors of Platronics need not be shareholders of the
company and that the number of directors on the Board shall be between
three and seven.
Page 2 of 18 Pages
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If Investments and Ventures do not receive the prior items by September 1,
1999, they may terminate this agreement by written notice to Platronics,
James, Sheridan and Knigge. Notwithstanding the above escrow, all
management, marketing and administrative provisions of this agreement shall
be effective immediately.
4. CHOICE OF COUNSEL. The Board of Directors shall, subject to the
recommendation of West which shall not be unreasonably rejected. West shall
interact with such attorneys on all relevant and related business matters
as a function of West's consulting agreement with Platronics.
5. INVESTMENTS AND VENTURE PURCHASE OF SHERIDAN'S SHARES. Investments and
Venture shall each purchase one-quarter of the 662,000 shares of common
stock of Platronics owned by Sheridan (165,500 shares each) at a purchase
price of $1.25 per share, subject to the below terms and conditions.
6. TERMS AND CONDITIONS OF THE PURCHASE OF SHERIDAN'S SHARES BY INVESTMENTS
AND VENTURE. At closing, Sheridan shall receive $50,000.00 in good federal
funds from each of Investments and West and a Promissory Note from each of
Investments and West for the balance of the purchase price of such
purchaser, as described above. Principal due under each Promissory Note
shall bear simple interest at the rate of six percent (6%) per annum. Each
Promissory Note shall provide for no payments of interest or principal for
the first four months and payment of interest only for the next four
months. Thereafter for the next 40 months, there will be an amortization
payment of $2,500 per month, with the final payment due the month
thereafter for all outstanding principal and interest as described above.
Payments shall be due by the tenth day of the applicable month.
Page 3 of 18 Pages
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7. SHERIDAN'S REPRESENTATION OF ITS COST BASIS ON THE PURCHASE OF PLATRONICS
SHARES. Sheridan represents that its arithmetic weighted purchase price for
Platronics shares sold by it pursuant hereto is $1.25 and that such shares
are being sold to Investments and Venture without profit or the creation of
an obligation to make capital gains tax payments on the part of Sheridan or
James.
8. REGISTERED SHARES ISSUED BY SHERIDAN. Sheridan represents that the shares
sold by it pursuant hereto are registered and fully tradeable on the Nasdaq
bulletin board. Such shares, however, shall be subject to the provisions of
Rule 144.
9. OPTIONS AND WARRANTS. In addition to the purchase of Sheridan's shares, as
described above, Sheridan hereby grants to each of Investments and Venture
a fully exercisable option to purchase up to 40,000 shares of the common
stock of Platronics owned by Sheridan at an exercise price or $1.25 per
share. This option shall continue in effect until January 1, 2002.
Additionally, at the closing Platronics shall issue to each of Investments
and Ventures a warrant to purchase an additional 40,000 shares of
Platronics common stock at a purchase price of $1.25 per share. This
warrant shall continue in effect until January 1, 2002. Such warrant shall
be on the Company's standard form of warrant.
10. WEST CONSULTING AGREEMENT. As a material consideration hereto, West shall
be granted a two-year consulting contract at $5,000 per month. In addition,
West shall receive 5 percent of the pretax profits of Platronics as earned
annually, beginning with fiscal year 2000. This consulting agreement shall
include provisions of a previous consulting agreement which provided West
with an exclusive investment banking agreement granting West 5 percent on
all acquisitions, mergers, consolidations and financing secured by
Platronics regardless of the source of such acquisitions, mergers,
consolidations or financing. A copy of such consulting agreement is
attached hereto as Exhibit A.
Page 4 of 18 Pages
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11. LEGAL FEES. Platronics shall be responsible for all legal fees incurred by
it as a direct function of this agreement.
12. REGISTRATION OF CERTAIN SHARES. Platronics shall cause to be filed with the
Securities and Exchange Commission an effective registration statement with
respect to all shares to be issued to West and other mergers advisers as
described herein, and on any other shares that must be registered pursuant
to this Agreement, as well as a shelf registration of shares for
Platronics' acquisition program.
13. BUSINESS PHILOSOPHY. The parties agree that the business philosophy of
Platronics shall be to acquire product and related plating companies who
may take advantage of Platronics' physical facility and accordingly
increase sales and gross margin.
The parties intend to acquire companies through a combination of cash,
common and preferred stock and notes.
The parties also recognize that the gross margin of Platronics may be
materially increased through a combination of automation and more effective
price negotiations.
14. MARKETING PHILOSOPHY. The parties agree that an aggressive direct marketing
campaign is required in order to create additional Platronics' customers
largely within a 250 mile radius of Platronics headquarters in Linden, New
Jersey.
15. FINANCIAL CONTROLS. The parties agree that Rose and West shall play a
material role in the establishment and maintaining of financial control
including but not limited to purchase orders, payments, entering into
material contracts, hiring of personnel, capital equipment acquisitions,
and all other financial decisions which will impact on the profits and cash
flow of Platronics. It is understood and agreed that West is acting in a
consulting capacity and reports directly to the Board of Directors of
Platronics and Platronics' management.
Page 5 of 18 Pages
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16. MATERIAL CONTRACTS. Platronics, Sheridan, James and Knigge represent and
warrant, to the best of their knowledge, other than those listed and
exhibited in Schedule 1, Platronics has no material contracts. Those
contracts, as exhibited in Schedule 1, are all contracts outstanding at
Platronics or pending or contemplated at this time.
17. NO EMPLOYMENT AGREEMENTS. James, Sheridan, Knigge and Platronics represent
and warrant that, to the best of their knowledge, Platronics has no
employment contracts and that all employees are "at will" employees, except
for the contract with Knigge which is included in Schedule 1.
18. NO ENVIRONMENTAL DIFFICULTIES PROBLEMS, PENDING OR THREATENED LITIGATION OR
OUTSTANDING DEFICIENCIES. Platronics, Knigge, Sheridan and James represent
and warrant that, to the best of their knowledge, there are no
environmental deficiencies, litigation or problems. Sheridan and Knigge
jointly and severally agree to indemnify Platronics for any such
environmental difficulties if ascertained by the environmental study
described above. Knigge represents and warrants that attached hereto as
Exhibit B is a true and correct copy of an environmental study conducted
with respect to Platronics and that there have been no material
environmental changes since the issuance of such report.
19. NO SECURITY AND EXCHANGE COMMISSION VIOLATIONS. Platronics, Knigge,
Sheridan and James represent and warrant that, to the best of their
knowledge, there are no security violations, investigation, formal or
informal, or any deficiencies whatsoever at Platronics.
Page 6 of 18 Pages
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20. FINANCIAL REPRESENTATIONS. Sheridan, Knigge, James and Platronics represent
and warrant that, to the best of their knowledge, attached hereto (See
Exhibit C) are the aging of Accounts Payable, Accounts Receivable, Payroll
Register, current Financial Statement and Statement of Income and that
these documents truly and accurately represent the financial condition of
Platronics.
21. CONFORMITY TO ALL STATE, FEDERAL AND LOCAL REGULATIONS AND STATUTES.
Sheridan, Knigge, James and Platronics represent and warrant that, to the
best of their knowledge, Platronics is in conformity with all state,
federal and local regulations and statutes and is not the subject of any
informal or formal investigations, audits or reviews.
22. CORPORATION IN GOOD STANDING. Knigge, Sheridan, James and Platronics
represent and warrant that, to the best of their knowledge, Platronics is a
duly incorporated New Jersey corporation, current on all federal state and
local taxes.
23. OWNERSHIP OF SECURITIES. Sheridan hereby represents and warrants that,
immediately prior to consummation of the transactions contemplated by this
agreement, he owns 662,000 shares of common stock of Platronics, free and
clear of any and all liens, security interests or encumbrances of any
nature whatsoever.
24. NO LITIGATION. Knigge, Sheridan, James and Platronics represent and
warrant that, to the best of their knowledge, Platronics is not the subject
of any actual, pending or threatened litigation, except as listed on
Schedule 2 hereto.
25. EFFICIENCY AND MERCHANTABILITY OF EQUIPMENT, COMPUTERS AND RELATED
FACILITIES. Knigge, Sheridan, James and Platronics represent and warrant
that, to the best of their knowledge, all computer systems, telephone
systems and plant equipment are fully functioning and operational and fit
for the purposes as required by Platronics. Nothing contained herein shall
be deemed to be mean that Platronics does not contemplate additional
automation of its plan, but that however the current facility and its
related equipment, computers and telephone system are at this time fully
functional.
Page 7 of 18 Pages
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26. YEAR 2000 READINESS. Platronics, Knigge, Sheridan, and James represent and
warrant that, to the best of their knowledge, Platronics is fully prepared
and functional for all computer, telephone and related systems Year 2000
adjustment that shall be required.
27. NO UNION DIFFICULTIES, LITIGATION OR PROBLEMS. Knigge, Sheridan, James and
Platronics represent and warrant that, to the best of their knowledge,
Platronics is not the subject of any union litigation, complaints,
negotiations pending or possible work actions or strikes and maintains
satisfactory relationships with its union except as set forth on Schedule
2. Knigge, Sheridan, James and Platronics represent that, to the best of
their knowledge, the union negotiations now being conducted are such that
there will be no increase in the cost of labor during the 12-month period
of June 1999 through June 2000. (See Exhibit D, copy of Union contract).
Knigge, Sheridan, James and Platronics represent that there are no union
pensions obligations accrued or actual whatsoever.
28. ACCURACY OF 10K AND 10Q FILINGS. Sheridan, Platronics, James and Knigge
represent and warrant that Platronics'10Q and 10K Filings as attached
hereto (See Exhibit E and F), truly represent Platronics' business and
financial position.
29. Subordination of Obligations Now Due Sheridan. As a consideration of this
agreement, Sheridan hereby subordinates $295,472.88 of the outstanding
indebtedness (the "Subordinated Debt") due to Sheridan from Platronics
(which total amount equals $315,472.88 as of the date hereof and which
Sheridan represents and warrants is not evidenced by any financial
instrument), to all unaffiliated third-party lenders of Platronics, and
agrees to recast that Subordinated Debt into a 7-year term note with no
interest or amortization for the balance of 1999, with interest and
amortization to commence on January 1, 2000 and to recast the remaining
$20,000 in indebtedness into a demand note on such terms and conditions as
is agreed upon in good faith by the parties. Sheridan agrees to execute all
subordination documents requested by all such lenders in connection with
the Subordinated Debt.
Page 8 of 18 Pages
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30. RETURN OF COMMON STOCK TO SHERIDAN. If in the sole reasonable judgment of
Investments and Venture, Platronics does not achieve reasonable levels of
profitability by the end of each fiscal quarter through the fourth quarter
of 2000, then Investments and Venture may each at its option return the
common stock and warrants purchased from Sheridan and Platronics pursuant
hereto and in return Sheridan shall return the purchase price payments
previously paid pursuant hereto and Sheridan and Platronics shall cancel
all further financial obligations due to Sheridan and Platronics pursuant
hereto, including the Promissory Note payments as described above
31. INTENTIONALLY OMITTED.
32. BOARD OF DIRECTORS OF PLATRONICS. The parties hereto shall cause a slate
of three individuals to become the Directors of Platronics. These directors
shall be James, Rose and Knigge. No other parties shall be nominated or
serve on the Board of Directors without the express approval of all three
directors to be nominated, as described above. Board of Director fees (in a
reasonable amount to be determined by the Board of Directors, subject to
the recommendation of West, which recommendation shall not be unreasonably
rejected) shall be paid to those directors on the Board of Directors.
Page 9 of 18 Pages
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33. THE ACQUISITION OF DIRECTOR AND OFFICER LIABILITY INSURANCE. Knigge,
James, Sheridan and Platronics represent that Platronics has changed
Director and Officer Liability Insurance into a form reasonably
satisfactory to them, a copy of which is attached hereto (See Exhibit G).
In addition hereto, Platronics shall use its best efforts to ensure Mark
Sapperstein, officer of Venture, Rose and Steve West, as a portion of this
Agreement, is indemnified and saved harmless by Platronics for any
litigation expenses incurred as a direct or indirect connection with his
responsibilities at Platronics, except to the extent caused by
Sapperstein's gross negligence or wilful misconduct.
34. THE CREATION OF PREFERRED STOCK FOR PLATRONICS. In order to facilitate the
acquisition process, the parties shall cause to be created, when needed, a
class of Preferred Stock which shall be utilized for acquisitions and the
securing of venture capital.
35. THE SECURING OF LINES OF CREDIT. West shall use its best efforts to secure
a line of credit for Platronics of not less than $500,000 from a
satisfactory asset-based lender. Such financing shall be secured by the
inventory, accounts receivable and equipment of Platronics.
36. THE SECURING OF ADDITIONAL EQUITY AND DEBT CAPITAL. West shall use its
best efforts to obtain additional equity and debt capital, including but
not limited to the aforementioned 506 private placement. The parties
further agree that pursuant and subject to Rule 144, the parties shall sell
such shares as shall be required to obtain either a capital gain for the
company or necessary working capital.
Page 10 of 18 Pages
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37. KEY DECISIONS. To the extent permitted by law, other than described
herein, the parties agree that all decisions involving $10,000 or greater
other than the purchase of inventory in the ordinary course of business
must be approved by James, Knigge and Rose. Such approval shall not be
unreasonably withheld. James, therefore, will maintain total control of the
company through this process and the other agreements as contained herein.
38. NOTICES PURSUANT TO THIS AGREEMENT.
James Sheridan 1425 Third Avenue
Alpha, New Jersey 08865
Sheridan Printing 1425 Third Avenue
Alpha, New Jersey 08865
Ron Knigge c/o Platronics, Inc.
301 Commerce Road
Linden, NJ 07036
John Rose 121 Bathurst Avenue
No. Arlington, NJ 07031
Rose Investments Corp. 121 Bathurst Avenue
No. Arlington, NJ 07031
West Worldwide Industries 1000 W. McNab Road
Suite 104
Pompano Beach, FL 33069
Platronics, Inc. 301 Commerce Road
Linden, NJ 07036
West Worldwide Venture 98 South Powder Mill Road
Capital, Inc. Morris Plains, NJ 07950
Page 11 of 18 Pages
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39. MERGER AND ACQUISITIONS PROGRAM. The parties recognize that a material
portion of the success of Platronics will be based upon the success of its
mergers and acquisitions program. To that extent, Platronics hereby agrees
to issue, subject to unanimous approval of the Board of Directors, a
maximum of 10,000 shares of the common stock of Platronics to such
investment bankers and advisers who may assist in presenting potential
sellers to Platronics, and to register such shares pursuant to the
Registration Statement which is described above, provided that other than
the above shares such advisers and investment bankers receive their
compensation from Sellers.
40. COMPENSATION TO WEST FOR ADVISING PURSUANT TO THIS AGREEMENT. West shall
receive 5 percent of the sale price of the shares of Sheridan to
Investments (which shall be payable by Sheridan), and 2.5 percent of the
sale price of the shares of Sheridan to Investments (which shall be payable
by Investments) and 2.5 percent of the sale price of the shares of Sheridan
to Ventures (which shall be payable by Venture). Such payment to be made at
closing by both parties in good federal funds. In addition, West shall
receive 10,000 shares of the common stock of Platronics as additional
compensation herein. Such shares to be registered shares in accordance with
the Registration Statement to be filed as described above. Any additional
shares held by West shall also be registered pursuant to the Registration
Statement as described above.
41. INDEMNITY. Platronics hereby agree to indemnify and hold harmless Venture,
West and their respective officers and directors (collectively, the "West
Parties") from any and all loss and liability suffered or incurred by any
West Party on account of any breach of any representation or warranty made
by Platronics in connection with the transactions contemplated hereby,
except to the extent caused by the gross negligence or wilful misconduct of
and West Party. Platronics, Sheridan, James and Knigge (the "Indemnifying
Parties") hereby agree to indemnify and hold harmless Investments and its
officers and directors and Rose (collectively, the "Rose Parties") from any
and all loss and liability suffered or incurred by any Rose Party on
account of any breach of any representation or warranty made by any
Indemnifying Party in connection with the transactions contemplated hereby,
except to the extent caused by the gross negligence or wilful misconduct of
any Rose Party. For purposes of clarification and notwithstanding anything
contained herein to the contrary, all "knowledge" qualifies contained in
any representations and warranties apply only to Sheridan, James and Knigge
and not the Platronics.
Page 12 of 18 Pages
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42. THE NEED FOR FINANCIAL PUBLIC RELATIONS. The parties hereto acknowledge
and agree that a material portion of the success of Platronics will be
determined by receiving favorable stock market support and accordingly an
appropriate price for the common stock of Platronics. The parties therefore
agree that as soon as practicable they will retain a financial public
relations agency who shall be charged with the responsibility of contacting
brokers, analysts, investment bankers and the financial media with a view
towards acquainting these individuals and entities with Platronics, its
plans, goals and objectives.
43. CHOICE OF ACCOUNTANTS. The Board of Directors shall be responsible for the
choice of an accounting firm, subject to the recommendation of West, which
recommendation shall not be unreasonably rejected.
44. DISPUTES. Any disputes pursuant to this agreement shall be resolved under
the rules of the American Arbitration Association. Such arbitration shall
be conducted in the Newark, New Jersey area.
45. SUBHEADLINES ARE FOR INFORMATIONAL PURPOSES ONLY. Bold or Italicized
sentences at the beginning of each of the paragraphs herein are for
informational purposes and ease of reading only and shall be deemed to have
no legal interpretive value whatsoever.
46. AGREEMENT CONTAINS ALL. This Agreement contains all of the understandings
between the parties and any other oral representations are hereby waived.
Page 13 of 18 Pages
<PAGE>
47. NO MATERIAL ADVERSE CHANGE. Knigge, Sheridan, James and Platronics
represent that since the filing of its latest 10Q and the preparation of
its latest financial statement, there have been no material adverse changes
that if known to Rose, Investments or West would cause them not to enter
into this agreement.
48. NO NON-DISCLOSED DIFFICULTIES OR MATERIAL OMISSIONS. Knigge, Sheridan,
James and Platronics represent that there are no material omissions,
adverse circumstances or situations as it relates to Platronics, its
customer base, operations, facilities, filings, or any other aspect of its
business that if known to Rose, Investments or West that such information
might cause West, Rose or Investments not to enter into this agreement.
49. TITLES. Rose shall have the title of Chairman of the Board, James shall
have the title of Vice Chairman and Knigge shall have the title of
President.
50. RIGHT OF OFFSET OF WEST WORLDWIDE VENTURE CAPITAL (VENTURE CAPITAL) IF FEES
ARE NOT PAID TO WEST. If fees due to West pursuant hereto by Sheridan are
not paid to West in a timely manner, then Venture shall have the right to
offset any payments to Sheridan pursuant to this Agreement against such
delinquent payments.
51. INVENTORY AND ACCOUNTS RECEIVABLE AUDIT. The Parties acknowledge that in
order to close this transaction promptly on Friday, June 18, 1999, there
will be no time for an official audit of the inventory and accounts
receivable of Platronics. Therefore, the parties agree that post-closing
there will be an audit of the receivables and inventory. To the extent that
such receivables and inventory do not conform with the company's financial
statements, the Parties agree to make equitable adjustments in the purchase
price of Sheridan's shares.
Page 14 of 18 Pages
<PAGE>
52. SHAREHOLDERS AGREEMENT AND RELATED PROVISIONS INCORPORATED HEREIN. The
following represents agreements between the shareholders herein and
incorporates both the purchase of shares, redistribution of warrants and
shareholders agreement as described below:
(1) Except as provided below, no party may sell shares of common stock
of Platronics without the express approval of Venture, Investments,
Sheridan and Knigge.
(2) If a party desires to sell shares, he or it must first offer those
shares at a fair price to each of the other shareholders as described
herein on a pro rata basis (with a pro rata right of over
oversubscription). If such shareholders, as described herein, at the end of
seven (7) days do not wish to purchase such shares, then the selling
shareholder is free to sell all such shares on terms no more favorable than
those offered to the other shareholders.
(3) In case of death or disability of either James, Rose or Knigge,
the remaining parties shall agree on appointing a third party to act as a
director of Platronics. If the remaining individuals cannot agree on such a
party, it shall be submitted to arbitration under the Rules of the American
Arbitration Association.
WITH INTENT to be legally bound, the parties do herefore affix their hands
and seals this 18th day of June, 1999.
Page 15 of 18 Pages
<PAGE>
- ------------------------------
James Sheridan, Individually
Sheridan Printing
By:___________________________
James Sheridan, President
___________________________
Ron Knigge, Individually
___________________________
John Rose, Individually
Rose Investments Corp.
By: ________________________
John Rose, President
West Worldwide Industries, Inc.
By:__________________________
Steven West, President
Page 16 of 18 Pages
<PAGE>
Platronics, Inc.
By:__________________________
Ron Knigge, President
Page 17 of 18 Pages
<PAGE>
West Worldwide Venture Capital, Inc.
By:__________________________
Steven West, President
Page 18 of 18 Pages
<PAGE>
EXHIBIT A
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made this 23 day of March,1999 by and between
PLATRONICS, INC., a New Jersey corporation ("Platronics") , having its principal
address at 301 Commerce Blvd. , Linden, New Jersey 07036 and WEST WORLDWIDE
INDUSTRIES, INC., a NEW YORK corporation ("West") , having its principal place
of business at The Empire State Building, Suite 3304, New York, New York 10113.
W I T N E S S E T H:
WHEREAS West has expertise in the area of financial consulting with
companies in the areas of developing and implementing business plans, including
marketing and acquisition strategies, arranging for equity and debt financing,
and identifying acquisition and merger candidates and assisting in any such
transactions; and
WHEREAS Platronics desire to engage West on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. RETENTION OF WEST. Platronics hereby retains West as a financial
consultant to assist Platronics in the areas of developing and implementing
business plans, including marketing and acquisition strategies, arranging for
equity financing, and identifying acquisition and merger candidates and
assisting in any such transactions and West hereby accepts such retention and
agrees to perform such services.
2. TERM OF THIS AGREEMENT. Unless extended by Platronics as hereinafter
provided, the term of this Agreement shall expire on July 31, 1999.
3. DUTIES OF WEST. West agrees to assist Platronics in its contemplated
private placement of stock and warrants (the "Offering") by reviewing and
advising Platronics on the Offering materials and assisting in the development
of a market strategy for the Offering. West further agrees to assist Platronics
in developing its strategic marketing strategy for the sale of its products and
in the identification of, and negotiation with, potential acquisition and merger
candidates. West agrees to devote the time, attention and manpower necessary to
perform its duties hereunder.
4. COMPENSATION TO WEST. In consideration of the services to be rendered
hereunder, West shall receive the following compensation:
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<PAGE>
4.1 Ten Thousand ($10,000) Dollars prior to the execution hereof,
receipt whereof is hereby acknowledged by West.
4.2 Five Thousand (5000) unregistered shares of the Common Stock of
Platronics, which shares shall also bear an appropriate restrictive legend.
Platronics undertakes to arrange for the transfer of such Common Stock to West
as soon as practicable after the execution of this Agreement.
5. EXTENSION OF AGREEMENT. At the expiration of the initial term of this
Agreement, Platronics shall have the option to extend the term of this Agreement
on a month to month basis for a period not to exceed an additional ten (10)
months. During any extension period of this Agreement, West shall be paid a
consulting fee of Five Thousand ($5,000) Dollars per month in arrears on the
last business day of the each month during which this Agreement is in effect.
6. REPRESENTATIONS AND WARRANTIES OF WEST.
West represents and warrants to Platronics, knowing and intending that it
shall rely thereon, and which representations and warranties shall survive the
termination of this Agreement, as follows:
6.1 West is a corporation, duly organized, validly existing and in
good standing under the laws of the State of New York.
6.2 This Agreement and the performance by West of its obligations
hereunder has been duly authorized by all requisite corporate action and
constitutes a valid and legal obligation of West, enforceable against West in
accordance with its terms.
6.3 The execution, delivery and performance by West of this Agreement
does not and will not constitute a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
by-laws of West, any provision of any agreement or contract to which West is a
party or by which it may be bound, any order, writ, injunction or other judgment
of any nature or any law, rule or regulation.
6.4 West is not engaged in the business of selling securities nor
does it or shall it undertake any activities, including but not limited to its
activities in connection with its performance under this Agreement, which would
require it or any of its principals to be registered as a broker-dealer or
investment advisor in the State of New Jersey or with the Securities and
Exchange Commission.
-2-
<PAGE>
7. REPRESENTATIONS AND WARRANTIES OF PLATRONICS.
Platronics represents and warrants to West, knowing and intending that it
shall rely thereon, and which representations and warranties shall survive the
termination of this Agreement, as follows:
7.1 Platronics is a corporation, duly organized, validly existing and
in good standing under the laws of the State of New Jersey.
7.2 This Agreement and the performance by Platronics of its
obligations hereunder has been duly authorized by all requisite corporate action
and constitutes a valid and legal obligation of Platronics, enforceable against
Platronics in accordance with its terms.
7.3 The execution, delivery and performance by West of this Agreement
does not and will not constitute a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
by-laws of Platronics, any provision of any agreement or contract to which
Platronics is a party or by which it may be bound, or any order, writ,
injunction or other judgment of any nature.
7.4 The 10-KSB for the year ending September 30, 1998, the 10-QSB for
the quarter ending December 31, 1998 filed by Platronics with the Securities and
Exchange Commission are accurate in all material respects and there has been no
material adverse change in Platronics since the December 31, 1998 10-QSB. The
offering memorandum issued by Platronics in connection with the offering is
accurate in all material respects, and does not contain any omissions of any
material facts regarding Platronics.
8. INDEMNIFICATION. West hereby agrees to indemnify and hold harmless
Platronics, its officers, directors, employees, agents and representatives,
against and in respect of any and all claims, costs, expenses, damages,
liabilities, losses or deficiencies (including, without limitation, counsel's
fees and other costs and expenses incident to any suit, action or proceeding)
arising out of, resulting from or incurred in connection with the breach by West
of an any representation or warranty made by it hereunder or any covenant or
agreement to be performed by it hereunder. The provisions of this paragraph 8
shall survive any termination of this Agreement.
9. GOVERNING LAW. This Agreement shall be governed and construed and
enforced in accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed solely therein, without giving effect to
principles of conflicts of law.
10. ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the entire
understanding between the parties hereto and supersedes all prior oral and
written communications and agreements regarding any fees or other compensation
of any nature whatsoever to be paid to West, which communications and agreements
are intended to be integrated herein. This Agreement shall not be modified or
amended except by an instrument in writing, signed by or on behalf of the
parties hereto.
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<PAGE>
[WEST WORLDWIDE INDUSTRIES, INC. LETTERHEAD]
June 18, 1999
Ron Knigge
Platronics, Inc.
301 Commerce Road
Linden, NJ 07036
Dear Ron:
This will confirm that we will spend not less than twenty-five hours, per month,
on the exclusive business of Platronics. Our consulting contract shall run from
June 18th 1999 through June 17th, 2001.
Our services shall include, but not necessarily limited to:
1. Mergers and acquisition consulting
2. Finance consulting
3. Management consulting
4. Marketing consulting
5. Executive search consulting
We look forward to a long and mutual advantageous relationship.
Very truly yours,
Steven West
Chairman of the Board
West Worldwide Industries, Inc.
<PAGE>
11. HEADINGS. The headings in this Agreement are for the convenience of
reference only and shall not be deemed to define, limit, or describe the scope
and intent of this Agreement, or any article or section thereof, or to alter or
affect the interpretation of any provision thereof.
12. NOTICES. Whenever under the provisions of this Agreement, notice is
to be given, it shall be in writing and shall be deemed given when served
personally or when mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to the parties at their addresses set forth
herein, or to such other address as any party shall hereafter designate by
notice to the others.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
14. CONSENT TO JURISDICTION. Each of the parties hereto irrevocably
consents to the jurisdiction of the state and federal courts located in the
State of New Jersey in any and all actions, suits or proceedings between or
among any of the parties hereto, whether arising hereunder or otherwise.
15. SERVICE OF PROCESS. If any party shall not be physically present and
residing in the State of New Jersey to accept service of process through normal
means, such party irrevocably consents to service of process by first class
certified mail, return receipt requested, postage prepaid, to the address at
which such party is to receive notice in accordance with Article 12 hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above mentioned.
PLATRONICS, INC.
By:________________________________
Ronald Knigge
President and Chief Executive Officer
WEST WORLDWIDE INDUSTRIES, INC.
By:________________________________
Steven West
President and Chief Executive Officer
-4-
EXHIBIT 2
AGREEMENT
Reference is made to the Agreement dated as of June 18, 1999 by and among
Platronics, Inc. ("Platronics"), Sheridan Printing Company, Inc. ("Sheridan
Printing"), James Sheridan ("Sheridan"), Ronald Knigge, JJR Corp. d/b/a Rose
Investments Corp. ("JJR Corp."), John Rose ("Rose"), West Worldwide Industries,
Inc., and West Worldwide Venture Capital, Inc. ("West Worldwide") (the
"Agreement"). The undersigned hereby clarify their obligations and
responsibilities with respect to the Agreement as follows:
1. All provisions of the Agreement shall be deemed to be in force with
an effective closing date of October 12, 1999, in lieu of the closing date of
June 15, 1999, provided that the shares of Platronics proposed to be purchased
by JJR Corp. from Sheridan Printing shall close at such future time and date as
mutually agreed upon by the parties and shall continue to be held in escrow
pending such closing.
2. The purchase price of the shares of Platronics proposed to be
purchased by JJR Corp. and West Worldwide from Sheridan Printing, as described
in the Agreement, shall continue to be in force, except that the terms of
payment shall be modified to provide that all payments during the first year are
reduced by fifty (50%) percent, and the deferred amount shall be payable from
fifty (50%) percent of any profits realized by JJR Corp. or West Worldwide on
the sale of such stock.
3. All shares to be issued to JJR Corp. and West Worldwide, pursuant to
the Agreement, shall be held in escrow until such time as shares are paid in
full (e.g., if 20% of the shares are paid for, then 20% of the shares may be
released). However, in no event will more shares be released than the number of
shares for which payment has been received.
4. Sheridan acknowledges, pursuant to the Agreement, that he may have a
responsibility, if requested by JJR Corp. or West Worldwide, to refund the
purchase of the shares provided for therein. Upon receipt of such request and
receipt of the shares, Sheridan shall, within twenty-four (24) hours, make a
refund to JJR Corp. and/or West Worldwide. Time is of the essence.
5. The parties agree that time period relating to the ability of JJR
Corp. and West Worldwide to return shares to Sheridan Printing is expressly
limited to forty-five (45) days from September 30, 2001 (the end of Platronics'
fiscal year).
If the provisions of this Agreement are in conflict with or contrary to the
provisions of the Agreement, then the provisions of this Agreement shall
supercede and replace the similar provisions of the Agreement.
With intent to be legally bound, the parties do herefore place their hands
and seals:
<PAGE>
_______________________________ ____________________________________
Date James Sheridan
______________________________ ____________________________________
Date John Rose
______________________________ ____________________________________
Date Steven West
2
EXHIBIT 3
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SHALL HAVE
BECOME EFFECTIVE WITH RESPECT THERETO, OR (ii) RECEIPT OF AN OPINION OF COUNSEL
TO THE COMPANY OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, BOTH AS TO
THE IDENTITY OF SUCH OTHER COUNSEL AND THE FORM AND SUBSTANCE OF THE, OPINION OF
SUCH OTHER COUNSEL, TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT OF
1933 IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER, OR (iii) A
"NO-ACTION" LETTER HAS BEEN OBTAINED FROM THE SECURITIES AND EXCHANGE COMMISSION
TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED IN CONNECTION
WITH THE PROPOSED TRANSFER.
COMMON STOCK PURCHASE WARRANT
-----------------------------
PLATRONICS, INC.
Void after Right to Purchase
Shares of Common Stock
(subject to adjustment)
PLATRONICS, INC., a New Jersey corporation (the "Company"), hereby
certifies that, for value received, __________________________ or registered
assigns (the "Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company at any time or from time to time commencing on the
date hereof (the "Issue Date") and continuing until 5:00 P.M., New York City
time, on (the "Warrant Period"), duly paid and non-assessable shares of the
Common Stock of the Company, at the price (the "Purchase Price") of $2.50 per
share. The Purchase Price of such shares of Common Stock is subject to
adjustment as provided below, and the term "Common Stock" shall mean, unless the
context otherwise requires, the stock and other securities and property at the
time receivable upon the exercise of this Warrant.
THIS WARRANT IS TRANSFERABLE ONLY IN
ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF
-5-
<PAGE>
1. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in
part at any time and from time to time during the Warrant Period by the Holder
by presentation and surrender of this Warrant to the Company at its principal
office in Linden, New Jersey, or to the Company's transfer agent, Chase Mellon
Shareholder Services, with the Purchase Form annexed hereto duly executed and
accompanied by payment, in cash or by certified or official check, payable to
the order of the Company, of the sum (the "Sum") obtained by multiplying (a) the
number of shares of Common Stock set forth on the Purchase Form by (b) the
Purchase Price. This Warrant shall be exercisable for full shares only, and no
fractional shares or scrip or cash in lieu thereof representing fractional
shares shall be issued by the exercise of this Warrant. If this Warrant shall be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder to purchase the balance of the shares purchasable hereunder. Upon receipt
by the Company of this Warrant at its office or the office of the Company's
transfer agent, in proper form for exercise, the Holder shall be deemed to be
the holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder.
2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable
after the exercise of this Warrant and payment of the Purchase Price, the
Company, at its expense, will cause to be issued in the name of and delivered to
the Holder, or as the Holder (upon payment by the Holder of any applicable
transfer taxes) may direct, a certificate or certificates for the number of full
shares of Common Stock to which the Holder would be entitled upon such exercise,
provided that, in case such shares or other securities shall not have been
registered under the Securities Act of 1933, as amended (the "Act"), (i) the
Company may require that the Holder furnish to the Company a written statement
that the Holder is purchasing such shares or other securities for the Holder's
own account for investment and not with a view to the distribution thereof
(other than sales permitted by the Act or the rules and regulations thereunder
to be made without registration), (ii) the Company shall not be obligated to
issue and deliver any certificate for Common Stock to or in the name of any
person other than the Holder unless, in the opinion of counsel to the Company or
other counsel reasonably acceptable to the Company, such certificate may be so
issued and delivered without registration under the Act, and (iii) the Company
may place on each certificate delivered to any such person an appropriate legend
evidencing that the shares represented thereby have not been registered under
the Act.
3. ADJUSTMENT FOR STOCK DIVIDENDS AND CERTAIN REORGANIZATIONS. The
number of shares of Common Stock purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time as
follows:
(A) In case the Company shall (i) pay a stock dividend in excess of
5% to all holders of its Common Stock, (ii) subdivide its outstanding Common
stock into a greater number of shares, (iii) combine its outstanding Common
-6-
<PAGE>
Stock into a small number of shares or (iv) issue by reclassification of its
Common Stock any share of the Company, the number of shares purchasable upon
exercise of this Warrant immediately prior thereto shall be adjusted
retroactively so that, upon exercise, the Holder shall be entitled to receive
the number of shares of the Company which he would have owned or have been
entitled to receive immediately following such event had such Warrant been
exercised immediately prior to the happening of such event (or prior to the
record date with respect thereto). An adjustment made pursuant to this
subparagraph (A) shall become effective retroactively immediately after the
record date in the case of a dividend and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification.
(B) No adjustment in the number of shares of Common Stock purchasable
hereunder shall be required unless such adjustment would require an increase or
decrease of at least 1% in the number of shares of Common Stock purchasable upon
the exercise of this Warrant; provided, however, that any adjustments which by
reason of this subparagraph (B) are not required to be made shall be carried
forward cumulatively and taken into account in any subsequent adjustment which
(including such carry-forward) requires an increase or decrease of at least 1%.
All calculations under this Section (f) shall be made to the nearest
one-thousandth of a share.
(C) Whenever the number of shares of Common Stock purchasable upon
the exercise of this Warrant is adjusted, as herein provided, the price per
share of such stock shall be adjusted by multiplying the price per share in
effect immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of shares of Common Stock purchasable upon the
exercise of this Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.
(D) In the event that at any time, as a result of an adjustment made
pursuant to subparagraph (A) of this Paragraph 3, the registered Holder of this
Warrant shall become entitled to receive any shares of the Company other than
shares of Common Stock, thereafter the number of such other shares so receivable
upon exercise of this Warrant shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the shares of Common Stock contained in subparagraphs (A) to (C)
inclusive of this Paragraph 3, and the provisions of Paragraph 4 of this Warrant
with respect to the shares of Common Stock shall apply on like terms to any such
other shares.
4. ADJUSTMENT FOR CONSOLIDATION, MERGER. In case, after the Issue Date,
the Company (or any other corporation) shall consolidate with or merge with or
into another corporation or convey all or substantially all its assets to
another corporation, then and in each such case the Holder, upon the exercise
hereof as provided in Paragraph I at any time after the consummation of such
reorganization, consolidation, merger or conveyance, shall receive, in lieu of
-7-
<PAGE>
the stock or other securities and property receivable upon the exercise of this
Warrant prior to such consummation, the stock or other securities or property to
which the Holder would have been entitled upon such consummation if the Holder
had exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided in Paragraph 3; in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such consummation.
5. OFFICER'S CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment
in the Purchase Price or the shares of Common Stock or other stock, securities
or property receivable on the exercise of the Warrants, the Company, at its
expense, shall cause its principal financial officer to compute such adjustment
in accordance with the terms of the Warrants and prepare a certificate setting
forth such adjustment and showing in detail the facts upon which such adjustment
is based. The Company will forthwith mail a copy of each such certificate to
each holder of a Warrant at the time outstanding.
6. NOTICE OF RECORD DATE. In case
(i) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the exercise of
the Warrants) for the purpose of entitling them to receive any dividend (other
than a cash dividend), or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any other securities, or to receive
any other right; or
(ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation; or
(iii) of any voluntary dissolution, liquidation. or winding-up of the
Company; then, and in each such case, the Company will mail or cause to be
mailed to each holder of a Warrant at the time outstanding a notice specifying,
as the case may be, (a) the date on which a record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (b) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such other
stock or securities at the time receivable upon the exercise of the Warrants)
shall be entitled to exchange their shares of Common Stock (or such other stock
or securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 10
days prior to the date therein specified.
7. RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANTS. The Company
will at all times reserve and keep available, solely for issuance and delivery
-8-
<PAGE>
upon the exercise of the Warrants at the time outstanding, all such snares of
Common Stock and other stock, securities and property as from time to time shall
be receivable upon the exercise of the Warrants.
8. EXCHANGE OF WARRANTS. Upon surrender for exchange of this Warrant to
the Company at its principal office in Linden, New Jersey, or at the office of
the Company's transfer agent, the Company, at its expense, will issue and
deliver a new Warrant or Warrants of like tenor, calling in the aggregate on
their face for the same number of shares of Common Stock, in the denomination or
denominations requested, to and in the name of the Holder or as the Holder (upon
payment by the Holder of any applicable transfer taxes) may direct; provided
that, in case the Warrant or Warrants so surrendered shall not have been
registered under the Act, the Company shall not he obligated to issue and
deliver any Warrant or Warrants to or in the name of any person other than the
holder of the Warrant or Warrants so surrendered or in the denominations other
than the denominations of this Warrant or Warrants so surrendered unless, in the
opinion of counsel to the Company, such Warrant or Warrants may be so issued and
delivered without registration under the Act.
9. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement or bond in such reasonable amount as the Company may
determine by an indemnitor acceptable to the Company in its sole discretion, or
(in the case of mutilation) upon surrender and cancellation thereof, the
Company, at its expense, will issue, in lieu thereof, a new warrant of like
tenor.
10. TRANSFERABILITY. This Warrant may be transferred or assigned by the
Holder hereof to a transferee or assignee without prior consent of the Company
provided however prior to making or effecting any such transfer or assignment
(i) it shall have notified the Company of the proposed dispositIon and shall
have furnished the Company with a statement of circumstances surrounding the
proposed disposition, and (ii) it shall have furnished the Company with an
opinion of counsel satisfactory to the Company and its counsel to the effect
that (A) appropriate action necessary for compliance with the Act and any
applicable state securities laws has been taken or an exemption from the
registration requirements of the Act and such laws are available, and (B) that
the proposed transfer will not violate any of said laws. Until this Warrant is
transferred on the books of the Company in accordance with the terms hereof, the
Company may treat the registered holder of this Warrant as the absolute owner
hereof for all purposes without being affected by any notice to the contrary.
11. NOTICES. All notices and other communications from the Company to the
holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, to the address furnished to the Company in writing by the
holder of this Warrant.
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<PAGE>
12. CHANGE; WAIVER. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
13. HEADINGS. The headings in this Warrant are for purposes of convenience
of reference only, and shall not be deemed to constitute a part hereof.
14. LAW GOVERNING. This Warrant is delivered in the State of New Jersey
and shall be construed and enforced in accordance with and governed by the laws
of such State.
15. EXPIRATION. This Warrant will be wholly void and no effect after 5:00
P.M., New York City time, on , provided that, if the last day on which this
Warrant may be exercised, or on which it may be exercised at a particular
Purchase Price, shall be a Sunday or a legal holiday or a day on which banking
institutions doing business in the State of New Jersey are authorized by law to
close, this Warrant may be exercised prior to 5:00 P.M., New York City time, on
the next succeeding full business day, with the same force and effect and at the
same Purchase Price, as exercised on such last day specified herein.
Dated: , 1999 PLATRONICS, INC.
By:_____________________________
Ronald Knigge, President
Chairman of the Board and
Chief Executive Officer
ATTEST:
__________________________
Secretary
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<PAGE>
PURCHASE FORM
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________________ shares of Common Stock of Platronics,
Inc. and herewith makes payment as provided in Paragraph 1 of such Warrant of
$_________ therefor, and requests that the certificates for such shares be
issued in the name of, and be delivered to:
______________________________, whose address is ________________________
______________________________.
Dated: ---------------------------------------------
(Signature must conform in all respects to name
of holder as specified on the face of the Warrant
or name of assignee as specified in form of
assignment below)
----------------------------------------------
(Address)
_________________
* Insert here all or such portion of the number of shares called for on the
face of the within Warrant with respect to which the holder desires to
exercise the purchase right represented thereby, without adjustment for any
other or additional stock or other securities or property or cash which may
be deliverable on such exercise.
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<PAGE>
FORM OF ASSIGNMENT
[To be signed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ____________________________ the right represented by the within Warrant to
purchase shares or the Common Stock of Platronics, Inc., to which the within
Warrant relates, and appoints __________________________, attorney to transfer
such right on the books of Platronics, Inc. with full power of substitution in
the premises.
Dated:
------------------------------------------------
(Signature must conform in all respects to name
of holder as specified on the face of the Warrant)
------------------------------------------------
(Address)
In the presence of:
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