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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 2, 1997
VERSAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9309 54-0852979
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
6850 Versar Center, Springfield, Virginia 22151
(Address of Principal Executive Offices)
(703) 750-3000
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On May 2, 1997, pursuant to a Stock Purchase Agreement dated April
30, 1997, Versar, Inc. (the "Company") purchased from Imperial Capital
Worldwide Partners, L.P., a Delaware limited partnership ("Imperial")
1,070,000 shares common stock of Science Management Corporation ("SMC")
(representing approximately 53% of the issued and outstanding common stock
of SMC), 100% of the issued and outstanding preferred stock of SMC and
certain options to purchase 350,000 additional shares of SMC common stock for
a purchase price of $2,790,000 paid in cash. As additional consideration for
such stock purchases, the Company paid certain legal fees incurred by
Imperial and its affiliates in connection with the stock purchase and other
matters related to SMC in an aggregate amount of $80,000. The purchase price
paid by the Company was determined by the Company exceeding another
competitive bid.
The funds used by the Company in connection with the stock purchase
were obtained from borrowings with NationsBank, N.A.
Neither the Company nor any of its affiliates had, and to the
knowledge of the Company no director or officer of the Company and its
affiliates had, any material relationship with SMC, Imperial or their
respective affiliates prior to the stock acquisition.
The Company presently intends to propose a merger pursuant to which
SMC will be merged with a subsidiary of the Company and the remaining
shares of SMC common stock not held by the Company will be exchanged for
newly issued shares of the Company's common stock, subject to the
negotiation of a definitive merger agreement by the Company and SMC.
SMC, founded in 1946, is a diversified professional services firm
providing consulting, process engineering, information technology and
environmental services to commercial and industrial clients in the U.S.
and internationally. SMC's operating units provide (i) design,
engineering and construction services to the petrochemical industry,
material handling projects and specialty chemical plants, (ii) consulting
services to the health care, food and petrochemical industries to assist
companies more effectively utilize their human and physical resources,
(iii) systems support and technology-based services in the areas of
facilities management, business recovery and professional support services
and (iv) geotechnical, civil and environmental engineering, design and
construction management services to municipal and industrial clients.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of SMC for the periods required by
Rule 3-05(b) of Regulation S-X will be filed by amendment to this
Form 8-K on or before July 15, 1997.
(b) Pro Forma Financial Information.
The pro forma financial information required by Article 11 of
Regulation S-X will be filed by amendment to this Form 8-K on or
before July 15, 1997.
(c) Exhibits.
Exhibit Number
______________
2.1 Stock Purchase Agreement among Imperial Capital Worldwide
Partners, L.P., Imperial Capital Investors Corp., Jonathan Borsuk
and Harvey Borsuk and Versar, Inc., dated as of April 30, 1997.
99.1 Form of Press Release dated May 5, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
VERSAR, INC.
Date: May 16, 1997 By: /S/ Lawrence W. Sinnott
___________________________________
Lawrence W. Sinnott
Vice President, Chief
Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit
Number Description of Document
____________ _______________________________________________________________
2.1 Stock Purchase Agreement among Imperial Capital Worldwide
Partners, L.P., Imperial Capital Investors Corp., Jonathan
Borsuk and Harvey Borsuk and Versar, Inc., dated as of
April 30, 1997.
99.1 Form of Press Release dated May 5, 1997.
FOR IMMEDIATE RELEASE: MONDAY - MAY 5, 1997
VERSAR AND SCIENCE MANAGEMENT CORPORATION
ANNOUNCE INTENDED MERGER
(Springfield, VA, May 5, 1997) - Versar, Inc. (Amex: VSR) today announced it has
acquired a majority interest in Science Management Corporation (SMC) from
private investors. Versar acquired approximately 53 percent of SMC's
outstanding common stock and all the outstanding preferred stock for cash. It
is Versar's intention to propose a merger pursuant to which Versar will obtain
the remaining SMC common shares for newly issued Versar common shares, and in
the case of small shareholdings, for cash.
SMC, founded in 1946, is a diversified professional services firm providing
consulting, process engineering, information technology and environmental
services to commercial and industrial clients in this country and
internationally. SMC's multi-national clients include British Petroleum,
Thompson Electronic, Unilever, Nestle and Rhone Poulenc. SMC also is an active
business partner of IBM. SMC had revenues of approximately $25.7 million in
1996. It is anticipated that SMC will become a wholly-owned subsidiary of
Versar.
SMC's operating units consists of:
SMC McEver, Inc., is a process engineering and construction management
subsidiary headquartered in Houston, Texas. Founded in 1966, SMC McEver
provides design, engineering and construction services in the petrochemical,
material handling projects and specialty chemical plants.
SMC Management Services Group, Inc., with offices in Bridgewater, New Jersey,
London and Paris carries on a fifty-year tradition of providing productivity
enhancement services. With a "total enterprise" approach to productivity, SMC
Consulting helps clients' profitability by more effectively utilizing their
human and physical resources. Health care, the food industry and petrochemical
are the three major focus areas.
SMC Business Information Systems, Inc. (BISI), offers systems support and
technology-based services in three areas: Facilities Management, Business
Recovery and Professional Support Services. Headquartered in New Jersey with
offices in Connecticut and Tennessee, BISI manages data outsource facilities and
provides planning for business disaster recovery systems.
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SMC Environmental Services Group, Inc., headquartered in King of Prussia,
Pennsylvania provides geotechnical, civil and environmental engineering, design
and construction management services to municipal and industrial clients. They
have focused on innovative remedial technologies, particularly bioremediation
which can be more efficient and less costly than traditional remediation
strategies.
Ben Rawls, Chairman and CEO of Versar said, "The acquisition of Science
Management Corporation will increase earnings on a per share basis and also is
an important first step in Versar's expansion and diversification program.
Adding process engineering, information technology and senior level consulting
with a world-wide industrial clientele to Versar's environmental and
infrastructure expertise and government clients creates the ability to expand
into the process, operations and outsourcing businesses that we see as the
growth opportunities in the years ahead. With the added expertise of James A.
Skidmore, Jr., SMC's CEO, and an experienced management team we are able to
offer clients, both here and abroad, world class engineering, consulting and
operational services. I welcome SMC's employees to the Versar family and look
forward to working with them to build a stronger, more competitive and
successful company."
James A. Skidmore, SMC's Chairman and CEO said, "We believe the partnership we
entered into with Versar will be beneficial for our clients, our people and our
businesses. Versar's financial strength and offices across the country will
allow us to expand our business more rapidly creating more opportunities for our
employees and more value for Versar shareholders which we are delighted to
become. I look forward to building an industrial business offering a diverse
set of services in the SMC and Versar tradition of excellence and innovation."
Versar, Inc. headquartered in Springfield, Virginia, is a nationally known
environmental consulting and infrastructure management company. Versar
provides a wide variety of scientific, technical and management services to help
industry and government prevent pollution, manage environmental compliance, and
correct environmental and health and safety problems caused by pollution,
hazardous materials, and toxic substances.
Contact: James Dobbs (703) 642-6712
Exhibit 2.1
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STOCK PURCHASE AGREEMENT
among
IMPERIAL CAPITAL WORLDWIDE PARTNERS, L.P.,
IMPERIAL CAPITAL INVESTORS CORP.,
JONATHAN BORSUK and
HARVEY BORSUK
and
VERSAR, INC.
Dated as of April 30, 1997
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<PAGE>
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement")is entered into as of
April 30, 1997 by and among Imperial Capital Worldwide Partners, L.P., a
Delaware limited partnership ("Imperial"), Imperial Capital Investors Corp.,
a Delaware corporation (the "General Partner"), Jonathan Borsuk, the sole
limited partner of Imperial and the sole stockholder, sole director and
President of the General Partner, Harvey Borsuk and Versar, Inc., a Delaware
corporation ("Buyer"). Imperial, the General Partner, Jonathan Borsuk and
Harvey Borsuk are sometimes hereinafter referred to as "Imperial Entities".
A. Imperial was the co-proponent, with Science Management Corporation,
a Delaware corporation ("Science"), of Science's Fifth Modified Plan of
Reorganization (as amended, the "Plan") in Science's bankruptcy proceedings,
Case No. 93-34553 (SAS) filed in the Bankruptcy Court. The Plan was
confirmed pursuant to an order of the Bankruptcy Court dated April 17, 1996 and
was subsequently modified pursuant to an agreement dated July 10, 1996 among
Science, Imperial and Science's administrative claimants for professional fees.
B. Pursuant to the Plan, Science agreed to issue 1,750,000 shares of
newly authorized preferred stock (the "New Preferred Stock") and 2,000,000
shares of newly authorized common stock (the "New Common Stock"). On the
effective date of the Plan, (a) Science issued in part to Imperial and in part
to Sorol, a New York general partnership ("Sorol"), as assignee of Imperial,
all of the New Preferred Stock (1,750,000 shares) and 55.5% or 1,110,000
shares of the New Common Stock, and (b) an 18 month option (the "Call Option")
to acquire 17.5% or 350,000 shares of the New Common Stock held by others for
an aggregate exercise price of $750,000 (the "Option Stock") was granted in
part to Imperial and in part to Sorol, as Imperial's assignee, in return for
satisfaction of Imperial's claims against Science and an additional $463,000 in
funding from Sorol, as Imperial's assignee.
C. Pursuant to the Plan, Imperial assigned 2% (40,000 shares) of the New
Common Stock to Charles Gordon Holladay, provided that a portion of his stock
would be held subject to Call Option.
D. By agreement dated June 17, 1996 (the "Rana Contract") between Imperial
and Rahul Rana (the "Rana Agreement"), Imperial agreed to sell 12,500 shares of
the New Common Stock to Mr. Rana (the "Rana Stock"). By subsequent agreement
between Imperial and Mr. Rana, Imperial agreed to purchase from Mr. Rana, and
Mr. Rana agreed to sell to Imperial, the Rana Stock (the "Rana Contract"),
whereby the Rana Agreement would be deemed null and void and of no further
effect upon the parties thereto.
E. By agreement dated June 27, 1996 (the "Imperial/Sorol Contract") by and
among Imperial, Jonathan Borsuk, Harvey Borsuk and Sorol, Imperial assigned
(a) 659,750 shares of the New Preferred Stock, (b) 400,000 shares of the New
Common Stock ((a) and (b) being referred to as the "Sorol Stock") and (c) a
portion of the Call Option granting the holder the right to purchase 131,950
shares of the Option stock (the "Sorol Stock Rights"), to Sorol for $463,000 in
funding to Science as set forth in Recital B and an additional $37,000 to
Imperial. Sorol agreed to give Imperial an option (the "Imperial/Sorol
Option"), for 18 months, to purchase all of the Sorol Stock and the Sorol Stock
Rights from Sorol (or its assigns) for a total price of $760,000.
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F. As a result of all of the foregoing, Imperial owns (a) 1,090,250 shares
of New Preferred Stock, (b) 657,500 shares of New Common Stock ((a) and
(b) being referred to as the "Imperial Stock"), (c) a portion of the Call
Option (the "Imperial Option") to acquire an additional 218,050 shares of
Option Stock pursuant to the Plan, (d) the Imperial/Sorol Option, and (e) the
right to purchase the Rana Stock pursuant to the Rana Contract, whereby the
Rana Agreement will be terminated along with all rights of the parties
thereunder including, without limitation, Imperial's right for five years to
match any offer for the Rana Stock, to require Mr. Rana to sell all or part of
the Rana Stock under certain conditions and to vote the shares of Rana Stock
for three years form the date of the Rana Agreement pursuant to an irrevocable
proxy (the "Rana Proxy") given by Mr. Rana to Imperial, ((c), (d) and (e) being
referred to as the "Imperial's Stock Rights"). Sorol Stock, Sorol Stock
Rights, Rana Stock, Imperial Stock and Imperial's Stock Rights are collectively
referred to herein as the "Purchased Shares and Interests".
G. Buyer desires to acquire from Imperial, and Imperial desires to
transfer to Buyer, the Purchased Shares and Interests upon the terms and
subject to the conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
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1.1. Defined Terms. As used herein, the terms below shall have the
following meaning:
"Affiliate" shall mean a Person which directly or indirectly
controls, is controlled by, or is under common control with such Person. The
term "control" (including, with correlative meaning, the terms "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
"Bankruptcy Court" shall mean the United States Bankruptcy Court
District of New Jersey.
"Bankruptcy Court Action" shall have the meaning set forth in
Section 7.5.
"Borsuks" shall mean Jonathan Borsuk, Harvey Borsuk and Michelle
Borsuk Dana.
"Business Combination" shall mean any merger, consolidation or
combination of Science, any sale, transfer or other disposition of Securities
of Science by Imperial or its Affiliates or by Science, or any direct or
indirect sale or other disposition of any of Science's assets, excluding this
Agreement and the transactions contemplated thereby.
"Buyer" shall have the meaning set forth in the Preamble.
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"Buyer Indemnified Parties" shall have the meaning set forth in
Section 10.2.
"Buyer's Certificate" shall have the meaning set forth in
Section 7.1.
"Call Option" shall have the meaning set forth in Recital B.
"Certification of Termination Letter" shall have the meaning set
forth in Section 8.5.
"Claim Notice" shall have the meaning set forth in Section 10.3.
"Closing" shall have the meaning set forth in Section 3.1.
"Closing Date" shall mean the date on which the conditions set
forth in Articles VII and VIII have been satisfied or waived or such other
date as may be mutually agreed upon in writing by Imperial Entities and Buyer.
"Contracts" shall mean all agreements, contracts, leases, purchase
orders, undertakings, covenants not to compete, employment agreements,
confidentiality agreements, licenses, instruments, obligations and commitments
to which Science is a party or by which Science or any assets of Science are
affected, whether written or oral.
"Damages" shall have the meaning set forth in Section 10.2.
"Dispute Notice" shall have the meaning set forth in Section 10.3.
"Encumbrances" shall mean any claim, lien, pledge, option, charge,
easement, security interest, right-of-way, encumbrance, voting agreement or
other rights of third parties.
"Imperial" shall have the meaning set forth in the Preamble.
"Imperial Entities" shall have the meaning set forth in the Preamble.
"Imperial Entities' Certificate" shall have the meaning set forth
in Section 8.1.
"Imperial Entities' Indemnified Parties" shall have the meaning set
forth in Section 10.2.
"Imperial Option" shall have the meaning set forth in Recital F.
"Imperial/Sorol Contract" shall have the meaning set forth in
Recital E.
"Imperial/Sorol Option" shall have the meaning set forth in
Recital E.
"Imperial Stock" shall have the meaning set forth in Recital F.
"Imperial Stock Rights" shall have the meaning set forth in
Recital F.
"Indemnified Party" shall have the meaning set forth in Section 10.3.
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"Indemnitor" shall have the meaning set forth in Section 10.3.
"Legal Fee Reimbursement" shall have the meaning set forth in
Section 11.9.
"Letter of Resignation" shall have the meaning set forth in
Section 8.5.
"Mutual Release" shall have the meaning set forth in Section 7.6.
"Negotiation" shall have the meaning set forth in Section 11.9.
"New Common Stock" shall have the meaning set forth in Recital B.
"New Preferred Stock" shall have the meaning set forth in Recital B.
"Options Assignment Agreement" shall have the meaning set forth in
Section 8.6.
"Option Stock" shall have the meaning set forth in Recital B.
"Person" shall mean any person, entity, whether an individual,
trustee, corporation, limited liability company, general partnership, limited
partnership, trust, unincorporated organization, business association, firm,
joint venture, or governmental agency or authority.
"Plan" shall have the meaning set forth in Recital A.
"Purchased Shares and Interests" shall have the meaning set forth in
Recital F.
"Purchase Price" shall have the meaning set forth in Section 2.2.
"Rana Agreement" shall have the meaning set forth in Recital D.
"Rana Assignment Agreement" shall have the meaning set forth in
Section 8.7.
"Rana Contract" shall have the meaning set forth in Recital D.
"Rana Proxy" shall have the meaning set forth in Recital F.
"Rana Stock" shall have the meaning set forth in Recital D.
"Representatives" shall mean respective officers, directors,
employees, agents, counsel, accountants, financial advisors, consultants and
other representatives.
"Science" shall have the meaning set forth in Recital A.
"Securities" shall mean any voting or non-voting common stock,
preferred stock, warrants, options or other rights to subscribe for or purchase
any shares of capital stock or other securities or any securities convertible
into or exchangeable for such shares or other securities of any kind or nature.
"Securities Act" shall mean the Securities Act of 1933, as amended.
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"Superior Court Action" shall have the meaning set forth in
Section 7.4.
"Sorol" shall have the meaning set forth in Recital B.
"Sorol Stock" shall have the meaning set forth in Recital E.
"Sorol Stock Rights" shall have the meaning set forth in Recital E.
"Termination Agreements" shall have the meaning set forth in
Section 8.5.
ARTICLE II.
PURCHASE AND SALE OF THE PURCHASED SHARES AND INTERESTS
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2.1. Transfer of the Purchased Shares and Interests. Upon the terms and
subject to the conditions contained herein, Imperial will sell, convey,
transfer, assign and deliver to Buyer the Purchased Shares and Interests, and
Buyer will acquire on the Closing Date the Purchased Shares and Interests, free
and clear of any Encumbrances.
2.2. Consideration for the Purchased Shares and Interests. Upon the terms
and subject to the conditions contained herein, as consideration for the
purchase of the Purchased Shares and Interests, Buyer shall on the Closing Date
pay a purchase price of Two Million Seven Hundred and Ninety Thousand Dollars
($2,790,000) (the "Purchase Price") in immediately available funds to Imperial
or its designee(s), nominee(s) or assign(s) by wire transfer pursuant to the
wire transfer instructions provided to Buyer by Imperial at or prior to the
Closing.
ARTICLE III.
CLOSING
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3.1. Closing. The closing of the transactions contemplated herein (the
"Closing") shall be held at 9:00 a.m. local time on the Closing Date at the
offices of Slotnick, Shapiro & Crocker, LLP, 100 Park Avenue, 35th Floor,
New York, New York 10017, unless the parties hereto otherwise agree.
3.2. Deliveries. To effect the transactions referred to in Article II,
Imperial Entities and Buyer shall, on the Closing Date, deliver the following:
(a) Imperial Entities shall deliver the following documents:
(i) Imperial Entities' Certificate;
(ii) Options Assignment Agreement;
(iii) Rana Assignment Agreement,
(iv) certificates representing the Imperial Stock,
accompanied by a Stock power duly endorsed in blank;
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(v) certificates representing the Sorol Stock accompanied
by a stock power duly endorsed in blank;
(vi) certificate(s) representing the Rana Stock, accompanied
by a stock power duly endorsed in blank;
(vii) General Releases of plaintiffs in the Superior Court
Actions as provided in Sections 7.4 and 8.8;
(viii) General Releases of plaintiffs in the Bankruptcy Court
Action as provided in Sections 7.5 and 8.9;
(ix) Mutual Releases of Science, Science's subsidiaries,
and their respective subsidiaries, executed by Imperial Entities and
Michelle Borsuk Dana as provided in Sections 7.6 and 8.12;
(x) Letter of Resignation executed by each of the Borsuks;
and
(xi) Termination Agreements, if any.
(b) Buyer shall deliver the following:
(i) the Buyer's Certificate;
(ii) Options Assignment Agreement;
(iii) Rana Assignment Agreement;
(iv) General Releases of defendants in the Superior Court
Action as provided in Sections 7.4 and 8.8;
(v) General Releases of defendants in the Bankruptcy Court
Action as provided in Sections 7.5 and 8.9;
(vi) Mutual Release of Imperial Entities and Michelle Borsuk
Dana by Science, Science's subsidiaries, and their respective
subsidiaries, as provided in Sections 7.6 and 8.12;
(vii) the Purchase Price as set forth in Section 2.2; and
(viii) the Legal Fee Reimbursement as set forth in
Section 11.9.
(c) All instruments and documents delivered pursuant to this
Agreement shall be in form and substance, and shall be executed in a manner,
reasonably satisfactory to the respective parties.
(d) Imperial Entities and Buyer shall each deliver all other
documents required to be delivered pursuant to Articles VII and VIII.
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ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF IMPERIAL ENTITIES
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Each of Imperial Entities jointly and severally hereby represents and
warrants to Buyer as follows:
4.1. Ownership of the Purchased Shares and Interests. As of the Closing
Date Imperial will have, and will transfer to Buyer, good and marketable title
to the Purchased Shares and Interests, free and clear of any Encumbrances, and
upon consummation of the Closing, Buyer will acquire good and marketable title
to such Purchased Shares and Interests, free and clear of any Encumbrances.
The shares of Imperial Stock have been duly authorized and validly issued and
are fully paid and nonassessable. The Purchased Shares and Interests represent
all of the Securities of Science owned of record or beneficially by Imperial
Entities and by all of their respective Affiliates.
4.2. Organization of Imperial. Imperial (i) is a limited partnership duly
organized, validly existing, authorized to exercise all its partnership powers,
rights and privileges, and is in good standing in the State of Delaware; (ii)
has all requisite partnership power and authority to own, lease and operate its
properties and to carry on its business as now conducted and possesses all
business licenses, franchises, rights and privileges material to the conduct of
its business; and (iii) is registered to do business and is in good standing in
all jurisdictions in which such registration is required, except where failure
to be so registered or in good standing would not have a material adverse
effect on Imperial. Jonathan Borsuk is the sole limited partner of Imperial
and the sole stockholder, sole director and President of the General Partner.
4.3. Authorization. Each of Imperial Entities has all necessary power and
authority to enter into this Agreement and has taken all action necessary to
consummate the transactions contemplated hereby and to perform their respective
obligations hereunder. This Agreement has been duly executed and delivered by
each of the Imperial Entities and is a legally valid and binding obligation of
each of Imperial Entities enforceable against each of them in accordance with
its terms, subject to the effects of bankruptcy, insolvency, reorganization or
other laws to or affecting the rights of creditors and general principles of
equity.
4.4. No Conflict or Violation. None of the execution, delivery and
performance of this Agreement nor the consummation of the transactions
contemplated hereby will result in (a) a violation of or conflict with any
provision of Imperial's governing documents, (b) a breach of, or a default
under, any term or provision of any contract, agreement, indebtedness, lease,
Encumbrance, commitment, license, franchise, permit, authorization or
concession to which each of the Imperial Entities is a party or by which such
Imperial Entity's respective assets are bound, (c) a violation by any of the
Imperial Entities of any statute, rule, regulation, ordinance, code, order,
judgment, writ, injunction, decree or award, or (d) an imposition of any
material Encumbrance, restriction or charge on the business of Science or any
of its assets.
4.5. Consents and Approvals. Except as set forth in Schedule 4.5, no
consent, approval or authorization of, or declaration, filing or registration
with, any governmental or regulatory authority, or any other person or entity,
is required to be made or obtained by Imperial Entities or Science in
connection with the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby.
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4.6. No Brokers. None of Imperial Entities nor any of their respective
Affiliates has entered into or will enter, or has caused or will cause Science
to enter, into any contract, agreement, arrangement, or understanding with any
person or firm which will result in the obligation of Buyer or Science to pay
any finder's fee, brokerage commission or similar payment in connection with
the transactions contemplated hereby. To the best of Imperial Entities'
knowledge, Science has not entered into any contract, agreement, arrangement or
understanding with any person or firm which will result in the obligation of
Buyer or Science to pay any finder's fee, brokerage commission or similar
payment in connection with the transactions contemplated hereby.
4.7. No Other Agreements to Sell the Assets of Science. None of Imperial
Entities has, or has caused or will cause Science to enter into, any legal
obligation, absolute or contingent, to any other Person to sell the assets, to
sell any Securities of Science or to effect any merger, consolidation or other
reorganization of Science or to enter into any agreement with respect thereto,
excluding any legal obligation contingent upon a termination of the Agreement
and transactions contemplated hereby in accordance with its terms and
conditions as set forth in Section 11.1 of this Agreement. To the best of
imperial Entities' knowledge, Science does not have any legal obligation,
absolute or contingent, to any other Person to sell the assets, to sell any
Securities of Science or to effect any merger, consolidation or other
reorganization of Science or to enter into any agreement with respect thereto.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF BUYER
---------------------------------------
Buyer hereby represents and warrants to Imperial Entities as follows:
5.1. Organization of Buyer. Buyer is duly organized, validly existing and
in good standing under the laws of the State of Delaware.
5.2. Authorization. Buyer has all necessary corporate power and authority
to enter into this Agreement, and has taken all necessary corporate action to
consummate the transactions contemplated hereby and to perform its obligation,
hereunder. This Agreement has been duly executed and delivered by Buyer and are
legally valid and binding obligations of Buyer enforceable against it in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
reorganization or other laws to or affecting the rights of creditors and
general principles of equity.
5.3. No Brokers. Neither Buyer nor any Affiliate of Buyer has entered into
or will enter into any agreement, arrangement or understanding with any person
or firm which will result in the obligation of Imperial Entities to pay any
finders' fee, brokerage commission or similar payment in connection with the
transactions contemplated hereby.
5.4. Securities Laws. Buyer is acquiring the Purchased Shares and
Interests for investment for its own account and not with a view to, or for
resale in connection with, the distribution or other disposition thereof.
Buyer has been given the opportunity to obtain any information or documents
relating to, and to ask questions and receive answers about, Science and the
business and prospects of Science which Buyer deems necessary to evaluate the
merits and risks related to an investment in the Purchased Shares and Interests
and verify the information received, and Buyer has the knowledge and experience
in financial and business matters to evaluate the merits and risks of the
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acquisition of the Purchased Shares and Interests. Imperial Entities also
acknowledge that they have obtained sufficient information or documents which
they deem necessary to make their own determination to enter into this
Agreement and the transactions contemplated hereby and verify the information
received. Buyer's financial condition is such that Buyer can afford to bear
the economic risk of holding such securities for an indefinite period of time
and has adequate means for providing for Buyer's current needs and
contingencies and to suffer a complete loss of an investment in the Purchased
Shares and Interests. Buyer is an "accredited investor" as defined in Rule 501
under the Securities Act.
Buyer has not relied upon any statements of Imperial Entities or their
respective Representatives in connection with, or as an inducement to enter
into, this Agreement or the transactions contemplated hereby other than those
expressly set forth in this Agreement.
Buyer has been advised that (i) the Purchased Shares and Interests have not
been registered under the Securities Act, (ii) such securities may need to be
held indefinitely, and Buyer must continue to bear the economic risk of the
investment in such securities unless they are subsequently registered under the
Securities Act or an exemption from such registration available, (iii) there
may not be a public market for such securities, (iv) when and if such
securities, if applicable, may be disposed of without registration in reliance
on Rule 144 promulgated under the Securities Act, such disposition can be made
only in limited amounts in accordance with the terms and conditions of such
Rule, (v) if the Rule 144 exemption is not available, public sale without
registration will require compliance with Regulation A or some other exemption
under the Securities Act, and (v) a restrictive legend in the following form
shall be placed on the certificates representing such securities if applicable:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH
REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
SECURITIES ACT, THE EXEMPTION AFFORDED BY RULE 144). UNLESS WAIVED BY SCIENCE
MANAGEMENT CORPORATION, SCIENCE MANAGEMENT CORPORATION SHALL BE FURNISHED WITH
AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH
REGISTRATION AND QUALIFICATION AS A PRECONDITION TO ANY SUCH TRANSFER.
ARTICLE VI.
ACTIONS BY IMPERIAL ENTITIES AND BUYER PRIOR TO THE CLOSING
-----------------------------------------------------------
Imperial Entities and Buyer covenant as follows for the period from the date
hereof through the Closing Date:
6.1. No Interference. Each of Imperial Entities and Michelle Borsuk Dana
and their respective Affiliates and Representatives (i) shall take no action in
their respective capacity as a director, security holder, officer or employee
of Science, whether or not in the ordinary course of such Imperial Entities' or
Ms. Dana's business, unless in the written opinion of such Imperial Entities'
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or Ms. Dana's counsel, such action is required by law, and (ii) shall take no
action which in any way interferes with the operations of Science or the
management of Science by the present management team including, without
limitation, James A. Skidmore, Jr.
6.2. Consents and Best Efforts. Imperial Entities will commence to take
all action required to obtain all consents, approvals and agreements of, and
to give all notices and make all other filings with, any third parties,
including governmental authorities, necessary to authorize, approve or permit
the full and complete sale, conveyance, assignment or transfer or the Purchased
Shares and Interests by Imperial, and Buyer shall cooperate with Imperial
Entities with respect thereto. In addition, subject to the terms and
conditions herein provided, each of the parties hereto covenants and agrees to
use its reasonable efforts to take, or cause to be taken, all action or do, or
cause to be done, all things necessary, proper or advisable under applicable
securities laws and regulations to consummate and make effective the
transactions contemplated hereby and to cause the fulfillment of the parties'
obligations hereunder.
6.3. Notification of Certain Matters. Imperial Entities shall give prompt
notice to Buyer, and Buyer shall give prompt notice to Imperial Entities, of
(i) occurrence or failure to occur, of any event which occurrence or failure
would be likely to cause any representation or warranty contained in this
Agreement to be untrue or inaccurate in any material respect any time from the
date hereof to the Closing Date, and (ii) any material failure of Imperial
Entities or Buyer, as the case may be, to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder, and
each party shall use all reasonable efforts to remedy same.
6.4. No Mergers, Consolidations, Sale of Stock, Etc. Without the written
consent of Buyer, each of Imperial Entities and Ms. Dana will not, and will not
authorize or permit any of their respective Representatives or Affiliates to
take, directly or indirectly, any action to initiate, assist, solicit,
negotiate, encourage or accept any offer or inquiry from any person or entity
(i) to engage in any Business Combination, (ii) to reach any agreement or
understanding (whether or not such agreement or understanding is absolute,
revocable, contingent or conditional) for, or otherwise attempt to consummate,
any Business Combination, or (iii) furnish or cause to be furnished any
information with respect to any of Imperial or Science to any person or entity
who such Imperial Entity, Ms. Dana, Representative or Affiliate knows or has
reason to believe is then in or commencing the process of considering any
Business Combination with Imperial or Science. If any Imperial Entity,
Ms. Dana, Representative or Affiliate receives from any person or entity any
offer, inquiry or informational request referred to above, such Imperial
Entity, Ms. Dana, Representative or Affiliate will promptly advise such person
or entity, by written notice, of the terms of this Section 6.4 and advise Buyer
that an offer, inquiry or request was made. Notwithstanding anything to the
contrary in this Section 6.4, this Section 6.4 shall not apply to any proposed
Business Combination contingent upon the termination of this Agreement and the
transactions contemplated hereby in accordance with its terms and conditions as
set forth in Section 11.1 of this Agreement.
ARTICLE VII.
CONDITIONS TO IMPERIAL ENTITIES' OBLIGATIONS
--------------------------------------------
The obligations of Imperial Entities to transfer the Purchased Shares and
Interests to Buyer and complete the related transactions contemplated by this
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Agreement on the Closing Date are subject, in the discretion of Imperial
Entities, to the satisfaction or waiver, on or prior to the Closing Date, of
each of the following conditions:
7.1. Representations, Warranties and Covenants. All representations and
warranties of Buyer contained in this Agreement shall be true and correct in
all material respects at and as of the Closing Date as if such representations
and warranties were made at and as of the Closing Date, and Buyer shall have
performed in all material respects all agreements and covenants required hereby
to be performed by it prior to or at the Closing Date. There shall be
delivered to Imperial Entities a certificate to the foregoing effect signed by
the President or a Vice President of Buyer (the "Buyer's Certificate").
7.2. Consents. All consents, approvals and waivers from governmental
authorities and other parties necessary to permit Imperial Entities to transfer
the Purchased Shares and Interests to Buyer as contemplated hereby shall have
been obtained.
7.3. No Governmental Proceeding or Litigation. No suit, action,
investigation, inquiry or other proceeding by any governmental authority or
other Person shall have been instituted or threatened which questions the
validity or legality or the transactions contemplated hereby or which could
reasonably be expected to damage Imperial Entities if the transactions
contemplated hereby are consummated.
7.4. General Releases of the Superior Court Action. All of the plaintiffs
and defendants, as set forth in Schedule 7.4, in James A. Skidmore, Jr., et al.
vs. Imperial Capital, et al., Docket No. MON-C-278-96, pending before the
Superior Court of New Jersey, Monmouth County, Chancery Division (the "Superior
Court Action") shall have executed a General Release, substantially in the form
attached hereto as Exhibit B, to be effective upon the Closing Date.
7.5. General Releases of the Bankruptcy Court Action. All of the
plaintiffs and defendants, as set forth in Schedule 7.5, in Ravin Sarasohn,
et al. vs. Imperial Capital, et al., Docket No. 963377TS, pending before the
Bankruptcy Court (the "Bankruptcy Court Action") shall have executed a General
Release, substantially in the form attached hereto as Exhibit B, to be
effective upon the Closing Date.
7.6. Mutual Release. Imperial Entities, Michelle Borsuk Dana, Science,
Science's subsidiaries, and their respective subsidiaries, shall have executed
the Mutual Release (the "Mutual Release"), substantially in the form attached
hereto as Exhibit C, to be effective upon the Closing Date.
7.7. Purchase Price. Buyer shall have delivered the Purchase Price in
full, without Encumbrance, deduction or offset of any kind or nature, for any
reason or by any Person whatsoever, in accordance with Section 2.2.
ARTICLE VIII.
CONDITIONS TO BUYER'S OBLIGATIONS
---------------------------------
The obligations of Buyer to purchase the Purchased Shares and Interests and
complete the related transactions contemplated by this Agreement on the Closing
Date are subject, in the discretion of Buyer, to the satisfaction or waiver, on
or prior to the Closing Date, of each of the following conditions:
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8.1. Representations, Warranties and Covenants. All representations and
warranties of Imperial Entities contained in this Agreement shall be true and
correct in all material respects at and as of the Closing Date as if such
representations and warranties were made at and as of the Closing Date, and
Imperial Entities shall have performed in all material respects all agreements
and covenants required hereby to be performed by any one of them prior to or at
the Closing Date. There shall be delivered to Buyer a certificate to the
foregoing effect signed by the Imperial Entities (the "Imperial Entities'
Certificate").
8.2. Consents. All consents, approvals and waivers from governmental
authorities and other parties necessary to permit Imperial Entities to transfer
the Purchased Shares and Interests to Buyer as contemplated hereby shall have
been obtained.
8.3. No Governmental Proceeding or Litigation. No suit, action,
investigation, inquiry or other proceeding by any governmental authority or
other person shall have been instituted or threatened which questions the
validity or legality or the transactions contemplated hereby or which could
reasonably be expected to damage Buyer if the transactions contemplated hereby
are consummated.
8.4. Certificates. Imperial Entities shall furnish Buyer with such
additional supporting documentation and information with respect to the
transactions contemplated hereby as may be reasonably requested by Buyer or its
Representatives.
8.5. Resignations and Termination of Relationship. Each of the Borsuks
shall execute and deliver to Science a Letter of Resignation (the "Letter of
Resignation"), a form of which is attached hereto as Exhibit A, and each of the
Imperial Entities shall, and shall cause each of their respective
Representatives to, execute any other agreements or documents, if any, as
specified by Buyer to Imperial Entities in writing, to effect the termination
of any agreements, relationships or arrangements of any kind or nature by and
among Science and the Imperial Entities or their Affiliates or Representatives
(the "Termination Agreements"), and Imperial Entities shall deliver a letter to
Buyer dated as of the Closing Date (the "Certification of Termination Letter"),
certifying that to the best of Imperial Entities' knowledge, there are no other
agreements, relationships or arrangements of any king or nature by and among
Science and the Imperial Entities or their Affiliates or Representatives,
except for the Letters of Resignation and the Termination Agreements, if any,
as specified by Buyer to Imperial Entities in writing.
8.6. Imperial Option and Stock Rights. Imperial and Buyer shall have
executed the Options Assignment Agreement (the "Options Assignment Agreement")
whereby all of Imperial's rights under the Imperial Option and Sorol Stock
Rights shall be assigned to Buyer.
8.7. Rana Proxy and Rana Stock. Imperial and Buyer shall have executed an
assignment agreement (the "Rana Assignment Agreement") whereby any and all
rights, title or interest Imperial has in and to the Rana Proxy is assigned to
Buyer. Imperial shall have tendered to Buyer certificate(s) representing the
Rana Stock, accompanied by a stock power duly endorsed in blank.
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8.8. General Releases of the Superior Court Action. All of the plaintiffs
and defendants in Superior Court Action shall have executed a General Release,
substantially in the form attached hereto as Exhibit B, to be effective upon
the Closing Date.
8.9. General Releases of the Bankruptcy Court Action. All of the
plaintiffs and defendants in Bankruptcy Court Action shall have executed a
General Release, substantially in the form attached hereto as Exhibit B, to be
effective upon the Closing Date.
8.10. Imperial Stock and Sorol Stock. Imperial shall have tendered to
Buyer (i) certificates representing the Imperial Stock, accompanied by a stock
power duly endorsed in blank, and (ii) certificates representing the Sorol
Stock, accompanied by a stock power duly endorsed in blank.
8.11. Directors Designated by Buyer. Three persons designated by Buyer
shall have been elected to the Board of Directors of Science effective as of
the Closing Date.
8.12. Mutual Release. Imperial Entities, Michelle Borsuk Dana, Science,
Science's subsidiaries, and their respective subsidiaries, shall have executed
the Mutual Release, substantially in the form attached hereto as Exhibit C, to
be effective upon the Closing.
ARTICLE IX.
ACTION BY IMPERIAL ENTITIES AND BUYER AFTER THE CLOSING
-------------------------------------------------------
9.1. Further Assurances. On and after the Closing Date, Imperial Entities
and Buyer will take all appropriate action and execute all documents,
instruments or conveyances of any kind which may be reasonably necessary or
advisable to carry out any of the provisions hereof.
9.2. No Future Acquisitions of Securities and Science. Until the later of
(i) the ten year anniversary of the date hereof, and (ii) the date on which
Mr. Skidmore ceases to be an employee of Science, each of the Borsuks agrees
that it, he or she shall not, and shall not permit any of their respective
Affiliates, to own, directly or indirectly, or enter any agreement or
arrangement to acquire, directly or indirectly, any Securities of Science.
ARTICLE X.
INDEMNIFICATION
---------------
10.1. Survival of Representations, Etc. All statements contained in any
schedule or in any certificate or instrument of conveyance delivered by or on
behalf of the parties pursuant to this Agreement or in connection with the
transactions contemplated hereby shall be deemed to be representations and
warrants by the parties hereunder. The representations and warranties of
Imperial Entities and Buyer contained herein shall survive the Closing Date.
No investigation made by any of the parties hereto shall in any way limit the
representations and warranties of the parties. Nothing in this Agreement shall
be construed to prohibit any party from pursuing all remedies available to it
in connection with another party's breach of any agreement or covenant
hereunder.
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10.2. Indemnification. Imperial Entities shall jointly and severally
indemnify Buyer and its Affiliates and Representatives (the "Buyer Indemnified
Parties") against, and hold the Buyer Indemnified Parties harmless from, any
damage, claim, cost, liability or expense, including without limitation,
interest, penalties, reasonable attorneys' fees and expenses of investigation,
response action or remedial action (collectively, the "Damages"), incurred by
such Buyer Indemnified Party, that are incident to, arise out of, in connection
with, or related to, whether directly or indirectly, the breach of any
warranty, representation, covenant, or agreement of Imperial Entities contained
in this Agreement. Buyer shall indemnify and hold Imperial Entities and their
respective Affiliates and Representatives (the "Imperial Entities Indemnified
Parties") harmless from any Damages related to or arising out of, whether
directly or indirectly, the breach of any warranty, representation, covenant or
agreement of Buyer contained in this Agreement. The term "Damages" as used in
this Section 10.2 is not limited to matters asserted by third parties against
Imperial Entities or Buyer, but includes Damages incurred or sustained by
Imperial Entities or Buyer in the absence of third party claims.
10.3. Indemnification Procedures.
(a) Any of the Buyer Indemnified Parties or Imperial Entities
Indemnified Parties (the "Indemnified Party") seeking indemnification
hereunder shall give to the party obligated to provide indemnification to
such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice")
describing in reasonable detail the facts giving rise to any claims for
indemnification hereunder and shall include in such Claim Notice (if then
known) the amount or the method of computation of the amount of such claim,
a reference to the provision of this Agreement or any agreement, document or
instrument executed pursuant hereto or in connection herewith upon which
such claim is based; provided, that a Claim Notice in respect of any action
at law or suit in equity by or against a third person as to which
indemnification will be sought shall be given promptly after the action or
suit is commenced; and provided further, that failure to give such notice
shall not relieve the Indemnitor of its obligations hereunder except to the
extent it shall have been prejudiced by such failure.
(b) Indemnitor shall have thirty (30) days after the giving of
any Claim Notice pursuant hereto to (i) agree to the amount or method of
determination set forth in the Claim Notice and to pay such amount to
Indemnified Party immediately available funds or (ii) to provide Indemnified
Party with notice that it disagrees with the amount or method of
determination set forth in the Claim Notice (the "Dispute Notice"). Within
(15) days after the giving of the Dispute Notice, a representative of
Indemnitor and a representative of Indemnified Party shall negotiate in a
bona fide attempt to resolve the matter. In the event that the controversy
is not resolved within thirty (30) days of the giving of the Dispute Notice,
the parties shall proceed to binding arbitration administered by the
American Arbitration Association in accordance with such association's rules
and procedures.
10.4. Third Person Claims. If a claim by a third Person is made against
an Indemnified Party, and if such party intends to seek indemnity with respect
thereto under this Article X, such Indemnified Party shall promptly notify the
Indemnitor in writing of such claims, setting forth such claims in reasonable
detail. The Indemnitor shall have ten (10) days after receipt of such notice
to undertake, conduct and control, through counsel of its own choosing and at
its own expense, the settlement or defense thereof, and the Indemnified Party
shall cooperate with it in connection therewith; provided that the Indemnified
Party may participate in such settlement or defense through counsel chosen by
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the Indemnified Party. So long as the Indemnitor is reasonably contesting any
such claim in good faith, the Indemnified Party shall not pay or settle such
claim without the consent of the Indemnitor. If the Indemnitor does not notify
the Indemnified party within ten (10) days after receipt of the Indemnified
Party's notice of a claim of indemnity hereunder that it effects to undertake
the defense thereof, the Indemnified Party shall have the right to contest,
settle or compromise the claim but shall not thereby waive any right to
indemnify therefore pursuant to this Agreement. The Indemnitor shall not,
except with the consent of each Indemnified Party, enter into any settlement
that does not include as an unconditional term thereof the giving by the person
or persons asserting such claim to all Indemnified Parties (i.e., the Imperial
Entity Indemnified Party or the Buyer Indemnified, as the case may be) of
unconditional release from all liability with respect to such claim or consent
to entry of any judgment. The Indemnitor shall not be liable for Damages
relating to any settlement entered into without the consent of such Indemnitor,
which consent shall not be unreasonably withheld.
ARTICLE XI.
MISCELLANEOUS
-------------
11.1. Termination. Notwithstanding anything to the contrary contained in
this Agreement, this Agreement shall terminate:
(i) upon the mutual consent of the parties hereto;
(ii) upon written notice by Buyer to Imperial Entities and Science
of such termination; and
(iii) upon written notice by either Buyer or Imperial Entities, each
in its or their sole and absolute discretion, to the other parties
hereto of such termination if the Closing has not occurred on or
prior to May 1, 1997.
In the event that a condition precedent to its obligations is not
satisfied, nothing contained herein shall be deemed to require any party to
terminate this Agreement, rather than waive such condition precedent and
proceed with the transactions contemplated hereby. No party hereto shall have
any liability under this Agreement if this Agreement is terminated and the
transactions contemplated hereby abandoned by reason beyond the control of such
party or if due to other than such party's willful failure to have performed
its obligations hereunder.
11.2. Assignment. Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by any party hereto without the prior
written consent of the other respective parties, which shall not be
unreasonably withheld. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, and no other person shall have any
right, benefit or obligation hereunder.
11.3. Notices; Transfer of Funds. Unless otherwise provided herein, any
notice, request, instruction or other document to be given hereunder by any
party to the others shall be in writing and delivered in person or by courier,
telegraphed, telexed or by facsimile transmission or mailed by certified mail,
postage prepaid, return receipt requested (such mailed notice to be effective
on the date of such receipt is acknowledged), as follows:
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If to Imperial Entities: Imperial Capital Worldwide Partners, L.P.
666 Fifth Avenue, 37th Floor
New York, New York 10103
Fax: (212) 541-3777
Attn: Jonathan Borsuk
With a copy to: Slotnick, Shapiro & Crocker, LLP
100 Park Avenue, 35th Floor
New York, New York 10017
Fax: (212) 687-3080
Attn: Barry Slotnick, Esq.
If to Buyer: Versar, Inc.
6850 Versar Center
Springfield, Virginia 22151
Fax: (703) 642-6825
Attn: James C. Dobbs
With a copy to: Paul, Hastings, Janofsky & Walker LLP
600 Peachtree Street, Suite 2400
Atlanta, Georgia 30308
Fax: (404) 815-2424
Attn: Wayne Shortridge
or to such other place and with such other copies as any party may designate
as to itself by written notice to the others. Any transfer of funds by wire
shall be made pursuant to wire instructions delivered by the recipient of the
funds to the party making the transfer.
11.4. Choice of Law. This Agreement shall be construed, interpreted and
the rights of the parties determined in accordance with the laws of the State
of New York except with respect to matters of law concerning the internal
corporate affairs of any corporate entity which is a party to or the subject of
this Agreement, and as to those matters the law of the jurisdiction under which
the respective entity derives its powers shall govern. Except as set forth in
Section 10.3(b), each of the parties hereto agrees (i) to submit itself to the
personal jurisdiction of the United States District Court located in the
borough of Manhattan in New York City, New York in the event any dispute arise
out of this Agreement or the transactions contemplated hereby, and (ii) not to
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court.
11.5. Entire Agreement; Amendments and Waivers. This Agreement, together
with all exhibits and schedules hereto, constitutes the entire agreement among
the parties pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. No supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any of the provision of this Agreement shall be deemed
or shall constitute a waiver of any other provision hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
11.6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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11.7. Invalidity. In the event that any one or more provisions contained
in this Agreement or in any other instrument referred to herein, shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any other such instrument, and to the extent possible,
effect shall be given to the intent manifested in the provisions held to be
invalid, illegal or unenforceable.
11.8. Headings and Defined Terms. The headings of the Articles and
Sections and the defined terms herein are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
11.9. Expenses. Imperial Entities and Buyer will each be liable for their
own costs and expenses incurred in connection with the negotiation,
preparation, execution or performance of this Agreement (the "Negotiation");
provided, however, that as additional consideration for entering into this
Agreement, Buyer will pay, at Closing, Eighty Thousand Dollars ($80,000) in
immediately available funds (the "Legal Fee Reimbursement") to Slotnick,
Shapiro & Crocker, LLP, counsel to the Imperial Entities, to be applied to the
Imperial Entities' legal fees and costs incurred in connection with the
Bankruptcy Court Action, the Superior Court action and the Negotiation, and in
return for such additional consideration, the Imperial Entities and the Borsuks
agree that Buyer and Science shall have no liability for any other fees or
expenses, legal or otherwise, of the Imperial Entities in connection with the
Bankruptcy Court Action, the Superior Court Action or the Negotiation.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
have caused this Agreement to be duly executed on their respective behalf by
their respective officers thereunto duly authorized, as of the day and year
first above written.
VERSAR, INC.
By: /s/ James Charles Dobbs
-------------------------------
Name: James Charles Dobbs
Title: Vice President
IMPERIAL CAPITAL WORLDWIDE
PARTNERS, L.P.
By: Imperial Capital Investors Corp.
its general partner
By: /s/ Jonathan Borsuk
-------------------------------
Name: Jonathan Borsuk
Title: President
IMPERIAL CAPITAL INVESTORS CORP.
By: /s/ Jonathan Borsuk
-------------------------------
Name: Jonathan Borsuk
Title: President
/s/ Jonathan Borsuk
-------------------------------
Jonathan Borsuk
/s/ Harvey Borsuk
-------------------------------
Harvey Borsuk
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EXHIBIT A
April __, 1997
Mr. James A. Skidmore, Jr.
Chairman, President and Chief Executive Officer
Science Management Corporation
721 Route 202-206
Bridgewater, New Jersey 088807-1760
RE: Resignation From the Board of Directors of Science Management Corporation
Dear Mr. Skidmore:
Reference is made to that certain Stock Purchase Agreement (the
"Agreement") dated as of April ___, 1997 by and among Versar, Inc., a Delaware
corporation, Harvey Borsuk, Jonathan Borsuk, Imperial Capital Worldwide
Partners, L.P., a Delaware limited partnership, and Imperial Capital Investors
Corp., a Delaware corporation. All capitalized terms used herein but not
otherwise defined herein shall have the meaning set forth in the Agreement.
Please be advised that we hereby resign from our positions as members of
the Board of Directors of Science and further relinquish any and all other
offices or titles that we may have held or hold with Science, or any of its
subsidiaries or affiliates, all of the foregoing to be effective as of and only
upon the Closing Date. Our intention is to sever as of and only upon the
Closing Date, by way of these resignations, any and all ties we may have had or
have with Science, its subsidiaries, its affiliates and any of their respective
subsidiaries, affiliates, shareholders, directors, managers, employees, agents,
servants and representatives.
--------------------------------------------
Mr. Harvey Borsuk
--------------------------------------------
Mr. Jonathan Borsuk
--------------------------------------------
Ms. Michelle Borsuk Dana
<PAGE>
EXHIBIT B
FORM OF GENERAL RELEASE
Reference is made to that certain Stock Purchase Agreement (the
"Agreement") dated as of April __, 1997 by and among Versar, Inc., a Delaware
corporation ("Buyer"), Harvey Borsuk, Jonathan Borsuk, Imperial Capital
Worldwide Partners, L.P., a Delaware limited partnership, and Imperial Capital
Investors Corp., a Delaware corporation. Pursuant to Section ___ of the
Agreement, _____________, a citizen of the State of ____________ who resides
at __________________ (the "RELEASOR"), for valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, does hereby release,
remise, acquit and forever discharge ____________, a citizen of the State
of ____________ residing at _________________________ (the "RELEASEE"), and all
of the RELEASEE's executors, heirs, administrators, predecessor, successors and
assigns, and all of their respective executors, heirs, administrators,
predecessors, successors and assigns, from any and all known, unknown, matured
and unmatured, liquidated and unliquidated, contingent and non-contingent,
actions, causes of action, claims, demands, damages, costs, suits, debts, dues,
sums of money, accounts, reckonings, bills, covenants, contracts, liens,
controversies, agreements, promises, variances, trespasses, extents and
executions whatsoever, at law or in equity, which the RELEASOR, his, her or its
executors, heirs, administrators, predecessor, successors and assigns, and all
of their respective executors, heirs, administrators, predecessors, successors
and assigns, had, have or may have including, but not limited to, those which
directly or indirectly arise out of, relate to, or are connected with any and
all transactions and occurrences at issue in the lawsuit captioned
_____________, Docket No. ______________ and pending before the
___________________. The release given herein shall be and remain in effect,
as a full and complete release of such claims, notwithstanding the discovery or
existence of any additional or different claims or facts.
THIS RELEASE MAY NOT BE CHANGED ORALLY.
<PAGE>
IN WITNESS WHEREOF, the RELEASOR has hereunto set RELEASOR'S hand on the
______________ day of ____________________, 1997.
----------------------------------------------
[________________________]
RELEASOR
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EXHIBIT C
FORM OF MUTUAL RELEASE
Reference is made to that certain Stock Purchase Agreement (the
"Agreement") dated as of April ___, 1997 by and among Versar, Inc., a Delaware
corporation ("Buyer"), Harvey Borsuk, Jonathan Borsuk, Imperial Capital
Worldwide Partners, L.P., a Delaware limited partnership, and Imperial Capital
Investors Corp., a Delaware corporation. All capitalized terms used herein but
not otherwise defined herein shall have the meaning set forth in the Agreement.
Pursuant to Section __ of the Agreement, ____________, a citizen of the State
of ____________ who resides at ___________________________ (the "RELEASOR"),
for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, does hereby release, remise, acquit and forever discharge
______________, a citizen of the State of ___________ residing at _________
(the "RELEASEE"), and all of the RELEASEE'S executors, heirs, Affiliates,
Representatives, administrators, predecessors, successors and assigns, and all
of their respective executors, heirs, Affiliates, Representatives,
administrators, predecessors, successors and assigns, from any and all known,
unknown, matured and unmatured, liquidated and unliquidated, contingent and
non-contingent, actions, causes of action, claims, demands, damages, costs,
suits, debts, dues, sums of money, accounts, reckonings, bills, covenants,
contracts, liens, controversies, agreements, promises, variances, trespasses,
extents and executions whatsoever, at law or in equity (collectively, the
"Claims"), which the RELEASOR, his, her or its executors, heirs,
administrators, predecessor, successors and assigns, and all of their
respective executors, heirs, administrators, predecessors, successors and
assigns, had, have or may have arising out of in whole or in part at any time
prior to the Closing Date. The release given herein shall be and remain in
effect, as a full and complete release of such Claims, notwithstanding the
discovery or existence of any additional or different claims or facts.
Notwithstanding anything to the contrary contained in this Release, this
Release shall not apply to such Claims or any related rights that either
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Releasor or Releasee may have with respect to the indemnification provisions
under the Bylaws (the "Bylaws") of Science or under applicable law for any
future "third party proceedings" that are unknown as of the date hereof in
accordance with the Bylaws and applicable law.
THIS RELEASE MAY NOT BE CHANGED ORALLY.
IN WITNESS WHEREOF, the RELEASOR has hereunto set RELEASOR'S hand on the
____ day of _____________, 1997.
-----------------------------------------------
[________________________]
RELEASOR
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<PAGE>
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