SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) June 28, 1999
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Research Partners International, Inc.
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(Exact name of Registrant as specified in Charter)
Delaware 0-21105 31-3414302
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
One State Street Plaza, 24th Fl., New York, NY 10004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 509-3800
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On June 28, 1999, Southeast Research Partners, Inc.("Seller"), a
wholly-owned subsidiary of Research Partners International, Inc. ("RPII") sold
certain of its assets ("Transferred Assets") to Ryan Beck & Co., Inc.
("RBC"), a wholly-owned subsidiary of BankAtlantic Bancorp, Inc., a publicly-
held thrift holding company. The Transferred Assets were sold pursuant to an
Asset Purchase Agreement by and among Seller, RPII and RBC, dated as of June,
28, 1999 ("Agreement"). Prior to the sale of the assets, Seller was primarily
involved in the research and institutional brokerage business. Seller intends to
continue in the securities brokerage and investment banking business and to
utilize the Internet to further facilitate its business. Pursuant to the
Agreement, among other things, Seller has changed its name to
"EarlybirdCapital.com Inc." effective June 29, 1999.
The purchase price for the Transferred Assets was $1,914,200, payable
by RBC to Seller $875,000 in cash and 1,039,200 shares of Series A Preferred
Stock of RPII with a stated value of $1,039,200. The consideration for the
Transferred Assets was based on the net book value and market value of the
Transferred Assets. The Transferred Assets consisted of (A) all rights under
Seller's four leases for offices located at: (i) 2101 Corporate Boulevard, Boca
Raton, Florida; (ii) 183 State Street, Boston, Massachusetts; (iii) 380 Madison
Avenue, New York; and (iv) 180 Royal Palm Way, Palm Beach, Florida; (B)
leasehold improvements and fixed assets and software programs and other
intangibles related thereto used at these locations; (C) all rights under
contracts, leases and licenses used in the Transferred Assets; (D) all rights
under and to the confidentiality agreements executed by all potential buyers of
Seller's services; (E) the names and addresses of customers of employees of
Seller who became employees of RBC on June 28, 1999; and (F) the name "Southeast
Research Partners, Inc." and all the goodwill associated therewith. Pursuant to
the Agreement, RBC assumed all of the liabilities to relating to the Transferred
Assets arising after 9:00 a.m. on June 28, 1999.
In connection with the sale of the Transferred Assets, RPII entered
into two other agreements. Pursuant to a Research Agreement between RBC and RPII
dated as of June 28, 1999, RPII will continue to have access to the Seller's
research product until June 30, 2004 for use by RPII's retail force and over the
Internet. RPII will pay RBC a commission based upon sales and purchases related
to Seller's research. The Research Agreement may be terminated by either party
upon the occurrence of certain events some of which are outside the control of
RPII. In addition, RPII entered into a Cessation Agreement with (i) each of
Seller's employees who continued their employ with RBC and (ii) each of the
holders of RPII's Series A Preferred Stock who tendered their stock for
cancellation in connection with the sale of the Transferred Assets to RBC. The
Cessation Agreement clarifies the rights and obligations of such persons with
respect to Seller after the closing of the sale of the Transferred Assets from
Seller to RBC.
RPII, through its three subsidiaries, GKN Securities Corp., Shochet
Securities, Inc. and Research Partners International AG (Switzerland) is
primarily engaged in investment banking, securities brokerage and securities
trading, with an emphasis on small- and mid-capitalization companies.
Headquartered in New York City, RPII maintains operations in New York,
Connecticut, Florida and Zurich Switzerland.
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This report may contain forward looking statements by RPII that
involve risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements. Such risks
and uncertainties are described in RPII's periodic filings with the SEC and its
Registration Statement on Form S-1, as amended.
Item 5. Other Events
In connection with the sale of the Transferred Assets from Seller to
RBC, Robert McAleer and Peter McMullin resigned as executive officers and/or
directors of Seller and RPII.
On June 29, 1999, the Board of Directors of RPII appointed Roswitha
Mueller as a director of RPII.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(a) Financial Statements None.
(b) Pro Forma Financial Statements
The Company will file the required pro forma financial
statements within 60 days of the last date on which its report on Form
8-K is required to be filed.
(c) Exhibits
Exhibit Number Description
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2.1 Asset Purchase Agreement, dated
as of June 28, 1999, by and among Seller,
RPII and RBC, with all Schedules thereto.
10.1 Research Agreement dated as of
June 28, 1999, between RBC and RPII
with all Schedules thereto.
10.2 Cessation Agreement, dated as
of June 28, 1999, among RPII, certain former
RPII Series A Preferred Stockholders and
certain former employees of Seller and with
all Schedules and Exhibits thereto, including the
resignations of Robert McAleer and Peter McMullin.
99.1 Press release of RPII, dated
June 28, 1999, reporting the sale of certain
of Seller's assets to RBC.
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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.
Dated: July 9, 1999 RESEARCH PARTNERS INTERNATIONAL, INC
By: /s/ Richard M. Feldman
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Richard M. Feldman, Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Asset Purchase Agreement, dated
as of June 28, 1999, by and among Seller,
RPII and RBC, with all Schedules thereto.
10.1 Research Agreement dated as of
June 28, 1999, between RBC and RPII
with all Schedules thereto.
10.2 Cessation Agreement, dated as
of June 28, 1999, among RPII, certain former
RPII Series A Preferred Stockholders and
certain former employees of Seller and with
all Schedules and Exhibits thereto, including the
resignations of Robert McAleer and Peter McMullin.
99.1 Press release of RPII, dated
June 28, 1999, reporting the sale of certain
of Seller's assets to RBC.
Exhibit 2.1
ASSET PURCHASE AGREEMENT
AGREEMENT dated as of June 28 1999, 9:00 a.m., by and between
SOUTHEAST RESEARCH PARTNERS, INC., a Delaware corporation ("Seller"), RESEARCH
PARTNERS INTERNATIONAL, INC., a Delaware corporation and the parent of Seller
("RPII"), and RYAN, BECK & CO., INC., a New Jersey corporation ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is engaged in the securities research and
institutional brokerage business (the foregoing is referred to hereinafter as
the "Business");
WHEREAS, Purchaser is engaged in the securities business;
WHEREAS, subject to the terms and conditions of this
Agreement, Purchaser desires to purchase from Seller, and Seller desires to sell
to Purchaser, certain of the assets of Seller related to the Business;
NOW, THEREFORE, in consideration of the mutual
representations, warranties, agreements and covenants hereinafter set forth, and
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
1.01 Transferred Assets. Subject to the terms and conditions of this
Agreement, Seller hereby sells, transfers, assigns and conveys to Purchaser, and
Purchaser hereby purchases from Seller, on the date hereof (the "Closing Date"),
the assets and contract rights of Seller listed on Schedule 1.01 attached hereto
(the "Transferred Assets"). All assets and contract rights of Seller which are
not part of the Transferred Assets shall be deemed "Excluded Assets." Seller
acknowledges that certain of its employees shall become employed by Purchaser on
the Closing Date and shall be taking with them their know how and knowledge
regarding their business.
1.02 Assumed Obligations. Purchaser hereby assumes all of the
obligations and liabilities related to the Transferred Assets which arise out of
and accrue from the use or possession of the Transferred Assets from and after
the Closing Date ("Assumed Liabilities"). Purchaser shall assume no other
liabilities of Seller, all of which liabilities shall remain the responsibility
of Seller ("Unassumed Liabilities"). Seller and RPII acknowledge that the
Unassumed Liabilities include all of the obligations and liabilities arising out
of or accruing from the use or possession of the Transferred Assets prior to the
Closing Date.
1.03 Purchase Price. The purchase price ("Purchase Price") to be paid
by Purchaser to Seller for the Transferred Assets is $1,914,200, payable on the
Closing Date as follows:
(a) $875,000, by certified or official bank check or by wire
transfer to the order of Southeast Research Partners, Inc.; and
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(b) $1,039,200 by the delivery of stock certificates
("Preferred Stock Certificates") representing 1,039,200 shares of Series A
Preferred Stock ("Preferred Stock") of RPII, each duly endorsed in blank for
transfer or with an executed stock power.
The Parties agree that the Purchase Price be allocated in the manner set forth
below:
(i) Leases - $ -0-
(ii) Furniture, fixtures, equipment
and leasehold improvements - 160,000
(iii) Name and Goodwill - $ 1,754,200
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$ 1,914,200
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1.04 Apportionments. The Parties shall apportion as of the Closing Date
any liability for rent, utility charges, fuel and other costs and expenses
incurred with respect to the Transferred Assets which are customarily
apportioned. In addition, all deposits, prepaid expenses, prepaid premiums and
the like with respect to the Transferred Assets shall be apportioned on the
Closing Date and the net amount thereof shall be returned to Seller; provided,
however, that Purchaser shall not be required to reimburse Seller for any
deposits, prepaid expenses, prepaid premiums or the like unless the items to
which such benefits relate constitute part of the Transferred Assets. Purchaser
shall also not be responsible or liable for any compensation, bonuses or other
employee benefits due to any employee of Seller listed on Schedule 1.04 hereto
("Key Employees") for services prior to the Closing Date, all of which shall
constitute Unassumed Liabilities.
1.05 Research Agreement; Cessation Agreement and Agreement for Exchange
of Stock and Group Employment Conditions. Simultaneously with the execution of
this Agreement, (a) RPII and Purchaser have executed a Research Agreement, which
provides for the payment of compensation by RPII to Purchaser for certain
research which Purchaser agrees to provide to RPII (which together with this
Agreement shall be referred to as the "Seller's Agreements"); (b) RPII and the
Key Employees, including certain owners of RPII's Series A Preferred Stock
("Former Shareholders" and together with the Key Employees, "Former Affiliates")
have executed a Cessation Agreement, which, among other things, addresses and
settles matters between such persons and the Seller and RPII ("Cessation
Agreement"); (c) Purchaser and the Former Shareholders have executed an
Agreement for Exchange of Stock and Group Employment Conditions, which, among
other things, provides for the Purchaser to acquire the Preferred Stock; and (d)
Purchaser and the Key Employees have executed an Employment Letter, which sets
forth, the terms and conditions of the Key Employees' employment with Purchaser
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and, the Key Employees' agreement to become employed by Purchaser upon such
terms and conditions, on the Closing Date. This Agreement, the Research
Agreement and the Agreement for Exchange of Stock and Group Employment
Conditions are hereinafter collectively referred to as the "Purchaser's
Agreements."
ARTICLE II
CLOSING
2.01 Sellers' Deliveries; Instruments of Conveyance and Transfer.
Seller and RPII are hereby delivering to Purchaser such bills of sale,
endorsements, assignments to the leases and service marks, and all other
instruments of transfer, reasonably satisfactory in form and substance to
Purchaser and its counsel, as shall be effective and necessary to vest in
Purchaser good and marketable title to the Transferred Assets, free and clear of
any Encumbrances (as defined in Section 7.01), together with the certificates
and other agreements, instruments and documents contemplated by Article VI
hereof.
2.02 Purchaser's Deliveries. Purchaser is hereby delivering to Seller
the Purchase Price as specified by Section 1.03 and the certificates and other
agreements, instruments and documents contemplated by Article VI hereof.
2.03 Closing. The deliveries referenced in Sections 2.01 and 2.02 above
shall take place at the closing, on the date hereof ("Closing Date").
2.04 Further Assurances Regarding the Transaction.
(a) Seller and RPII shall, from time to time after the Closing
Date, do all such further acts and things as may be reasonably requested by
Purchaser for the effective transfer and delivery of the Transferred Assets to
Purchaser, or for aiding and assisting Purchaser to put Purchaser in possession
and operating control of the Transferred Assets.
(b) Purchaser shall, from time to time after the Closing Date,
execute such documents and other papers and take such further actions as may be
reasonably requested by Seller to carry out the provisions hereof and the
transactions contemplated hereby, including, without limitation to help secure
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all consents and approvals required to permit the transfer of the Transferred
Assets, and to ensure that Excluded Assets remain the property of Seller as it
will then be known, notwithstanding the fact that the asset may still bear the
name "Southeast Research Partners" (e.g., bank accounts, purchase options,
warrants, other securities or convertible securities and other items imprinted
with the name "Southeast Research Partners"). Purchaser shall use its best
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all other things necessary, proper or advisable to consummate and make
effective as promptly as practicable the transactions contemplated by this
Agreement.
(c) (i) Seller and RPII shall execute such documents and other
papers and take such actions as may be reasonably requested by Purchaser to
insure that Purchaser assumes no liabilities other than the Assumed Liabilities
and that all third parties look solely to Seller or RPII with respect to any
Unassumed Liabilities.
(ii) Purchaser shall execute such documents and other
papers and take such actions as may be reasonably requested by Seller or RPII to
insure that Seller or RPII are no longer liable for the Assumed Liabilities
after the Closing and that all third parties look solely to Purchaser with
respect to any Assumed Liabilities.
(d) Purchaser shall transfer and deliver to Seller any cash or
other property that Purchaser may receive after the Closing Date in respect of
or arising out of any business or assets of Seller not being transferred to
Purchaser pursuant to this Agreement. If Purchaser receives after the Closing
any mail or other communications addressed to Seller, or any current executive
officer thereof, Purchaser may open such mail or other communications and (i) if
the contents thereof are cash or a check payable to Seller for services it has
performed or pursuant to an arrangement regarding Seller then Purchaser shall
promptly deliver or cause to be delivered to RPII such cash or checks, otherwise
(ii) if such material is correspondence, then Purchaser shall deal with the
contents thereof in its reasonable discretion; provided, however, that to the
extent that the mail or other communications relates to the Seller or the
Transferred Assets as of the Closing Date, Purchaser agrees to deliver promptly
or cause to be delivered to RPII all such mail or other communications.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER AND RPII
Seller and RPII represent and warrant to Purchaser as follows and
acknowledges that Purchaser is relying upon such representations and warranties
in connection with the purchase by Purchaser of the Transferred Assets and the
other matters contained in this Agreement:
3.01 Corporate Existence. Seller and RPII are corporations duly
organized and validly existing, in good standing, under the law of the State of
Delaware and are qualified to transact business as foreign corporations in each
other jurisdiction in which the conduct of its business or the ownership of its
properties or assets requires such qualification or authorization, except where
failure to so qualify would not result in, any material diminution in the value
of the Transferred Assets, a material increase in the obligations of Purchaser
pursuant to the Transferred Assets or the Assumed Liabilities or materially
interfere with the present and continued use of the Transferred Assets
("Material Adverse Effect").
3.02 Due Authorization; Enforceability; No Conflicts.
(a) Seller has full power and authority to enter into the
Seller's Agreements and to carry out the transactions contemplated thereby and
hereby. RPII has full power and authority to enter into the Seller's Agreements
and to carry out the transactions contemplated thereby. The execution, delivery
and performance of the Seller's Agreements by either Seller or RPII have been
duly authorized by all necessary corporate action by Seller and RPII, as the
case may be. The Seller's Agreements have been duly executed by Seller or RPII,
as the case may be, and constitute valid and legally binding obligations of
Seller or RPII, as the case may be, enforceable against such signatory in
accordance with their terms, except as the same may be limited by bankruptcy,
insolvency or other laws generally affecting creditors' rights or as may be
modified by a court of equity.
(b) The performance of the Seller's Agreements by Seller or
RPII, as the case may be, in accordance with their respective terms will not,
with or without the giving of notice or the passage of time, or both, conflict
with, result in a default, right to accelerate or loss of rights under, or
result in the creation of any encumbrance pursuant to, (i) any provision of the
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certificate of incorporation or by-laws of Seller or RPII, or (ii) any mortgage,
indenture or deed of trust or any material lease, license, franchise or other
agreement to which Seller or RPII is a party or by which it (or any of its
assets, properties, operations or business) may be bound or affected.
3.03 Title to Transferred Assets; No Encumbrances. (i) Seller has good
and marketable title to the Transferred Assets; (ii) none of the furniture,
equipment and fixtures which form a part of the Transferred Assets are subject
to any liens and none of the leases which form a part of the Transferred Assets
are subject to any material liens; and (iii) Schedule 3.03 contains a true and
complete list of the software licenses which constitute a part of the
Transferred Assets.
3.04 Agreements Valid; No Default. All the contracts, agreements,
leases, licenses and commitments listed on Schedule 1.01 are valid and binding,
enforceable in accordance with their respective terms, and are in full force and
effect. There is not under any such contract, agreement, lease, license or
commitment, any existing default by Seller, or any event which, after notice or
lapse of time, or both, would constitute a default by Seller or result in a
right to accelerate by any other person or a loss of any rights of Seller,
except for such defaults that would not, singly or in the aggregate, result in a
Material Adverse Effect. True and complete copies of all contracts, agreements,
leases, licenses, commitments and other documents listed on Schedule 1.01
(together with any and all amendments thereto) have been delivered to Purchaser.
3.05 Litigation. Except as set forth on Schedule 3.05, there is no
legal action, arbitration, governmental investigation or other legal or
administrative proceeding, nor any order, decree or judgment in progress,
pending or in effect, or to the knowledge of Seller threatened, against or
relating to the Transferred Assets.
3.06 No Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Seller.
3.07. Name. Other than as contemplated by Section 1.2 of the Research
Agreement, (i) to the best knowledge of Seller and RPII, Seller's use of the
name Southeast Research Partners, Inc. ("Name") does not conflict with any other
person's rights to use the Name; (ii) Seller has the sole and exclusive right to
use the Name within RPII and its affiliates and there is no agreement or
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limitation on RPII or Seller giving Purchaser the right to use the Name; and
(iii) neither Seller or RPII has granted, except as provided herein, or will
grant any other person the right to use the Name or acquiesced in the use of the
Name by any other person. Since March 7, 1997, the date RPII acquired Seller, no
person has brought any action or made any claim against Seller or RPII for the
use of the Name.
3.08 Year 2000 Compliance. The Year 2000 Compliance analyses provided
by Seller to Purchaser is a true and correct copy of the BDY2K compliance
disclosure filed with the NASD.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller and RPII as follows
and acknowledges that Seller and RPII are relying upon such representations and
warranties in connection with the sale by Seller of the Transferred Assets:
4.01 Corporate Existence. Purchaser is a corporation duly organized,
validly existing and in good standing under the law of the State of New Jersey
and is qualified to transact business as a foreign corporation in each other
jurisdiction in which the conduct of its business or the ownership of its
properties or assets requires such qualification or authorization, except where
failure to so qualify would not materially hinder Purchaser's ability to
consummate the transactions contemplated hereby.
4.02 Due Authorization; Enforceability; No Conflicts.
(a) Purchaser has full corporate power and authority to enter
into the Purchaser's Agreements and to carry out the transactions contemplated
hereby and thereby. The execution, delivery and performance of the Purchaser's
Agreements by Purchaser have been duly authorized by all necessary corporate
action by Purchaser. The Purchaser's Agreements have been duly executed by
Purchaser and constitute a valid and legally binding obligation of Purchaser
enforceable against Purchaser in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency, or other laws generally affecting
creditors' rights or as may be modified by a court of equity.
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(b) The performance of the Purchaser's Agreements by Purchaser
in accordance with their respective terms will not, with or without the giving
of notice or the passage of time, or both, conflict with, result in a default,
right to accelerate or loss of rights under, or result in the creation of any
encumbrance pursuant to, (i) any provision of the certificate of incorporation
or by-laws of Purchaser or (ii) any mortgage, indenture or deed of trust or any
material lease, license, franchise or other agreement to which Purchaser is a
party or by which it (or any of its assets, properties, operations or business)
may be bound or affected.
4.03 Preferred Stock. Purchaser is the sole record and beneficial owner
of, and has good and marketable title to, the Preferred Stock, free and clear of
any Encumbrances.
4.04 Condition of Transferred Assets. Purchaser acknowledges that the
physical assets which form a part of the Transferred Assets transferred to
Purchaser hereunder, are being transferred "as is" with respect to the physical
nature of such assets.
4.05 No Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Purchaser.
4.06 Year 2000 Compliance. Purchaser acknowledges receipt and review of
Seller's Year 2000 Compliance material referenced in Section 3.08. Purchaser
acknowledges that it has been advised that the computer software and/or
equipment which form a part of the Transferred Assets must be replaced to
satisfy applicable Year 2000 compliance standards and that Seller's Year 2000
compliance plan set forth in the material referenced in Section 3.08 hereof has
not been fully implemented.
ARTICLE V
COVENANTS
5A. Covenants of Seller and RPII.
5A.01 Change of Corporate Name; Covenant Not to Use Name. Seller is
hereby delivering to Purchaser a duly executed and acknowledged certificate of
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amendment to Seller's restated certificate of incorporation required to change
Seller's corporate name to a new name which does not contain the word
"Southeast" or any other name confusingly similar to "Southeast." Seller shall
file the certificate of amendment with the Secretary of State of Delaware and
such other documents in such other states where it is qualified to do business
as a foreign corporation, in order to effect its name change as soon as
practicable following the Closing Date. RPII and Seller agree that from and
after the Closing Date, the name Southeast Research Partners may only be used by
them (i) as contemplated by Section 1.2 of the Research Agreement and (ii) to
reference or describe Seller in a historical manner (e.g., EarlybirdCapital.com
Inc., previously known as "Southeast Research Partners, Inc.") and not for the
purpose of advertising Seller or its affiliates by using the name Southeast
Research Partners, Inc.
5A.02 Assignment of Agreements. The cost and expenses of obtaining
consents to any leases, contracts or licenses which form a part of the
Transferred Assets ("Lease Consents") and any payments due or payable to the
landlord, lessor or other party as a result of the assignment of any Transferred
Asset shall be borne by the Seller and RPII and shall constitute an Unassumed
Liability. This Agreement shall not constitute an agreement to assign any
contract, license, lease or other agreement, or any claim, right or benefit
thereunder, if the assignment thereof requires the consent or approval of any
third party and such consent or approval is not obtained. If any such consent or
approval is not obtained, Seller, if requested by Purchaser, shall use its
reasonable best efforts to cooperate with Purchaser from and after the Closing
Date in any legal arrangement to provide for Purchaser all of the benefits
Seller was entitled to receive under any of the Transferred Assets. Seller and
RPII shall indemnify Purchaser for any claims, losses, damages and expenses
(including reasonable legal fees) incurred by Purchaser by reason of Seller not
obtaining the Lease Consents. Purchaser shall indemnify Seller and RPII for any
claims, losses, damages and expenses (including reasonable legal fees) incurred
by Seller and/or RPII by reason of either Seller or RPII continuing as an
obligor or guarantor with respect to any leases, contracts and/or licenses that
form a part of the Transferred Assets with respect to obligations relating to
periods on and after the Closing Date (but not periods before the Closing Date).
5A.03 Non-Assumed Liabilities. Seller agrees to pay and perform all
Unassumed Liabilities and Seller and RPII jointly and severally shall indemnify
Purchaser for any claims, losses, damages and expenses (including reasonable
legal fees) it may incur as a result of Seller's and RPII's non-compliance with
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this Section 5A.03 or third party claims against Purchaser or its affiliates
with respect to any Unassumed Liabilities.
(a) Non-Solicitation. For a period of two years after the
Closing Date, neither Seller nor RPII shall, directly or indirectly, solicit for
hire or hire any of the Key Employees, not including those listed on Schedule
5A.03 hereto ("Excluded Key Employees"), or allow or permit any of the Key
Employees (not including the Excluded Key Employees) to become an independent
contractor or consultant for Seller or RPII.
(b) Customer Accounts. Seller and RPII agree that they shall
not object to or hinder Purchaser's access to the names and addresses of the Key
Employees' customers and the Purchaser's solicitation of such customers after
the Closing Date or object to or hinder the processing of any properly signed
transfer agreements (ACAT Forms). Seller and RPII shall not solicit any of the
retail customers of the Key Employees (not including the Excluded Key Employees)
for a period of 90 days after the Closing Date.
5A.04 Insurance. RPII agrees to continue to maintain the Key Employees
on all health and medical insurance plans for employees and to pay for the
insurance of the Key Employees through the end of the month of the Closing, in
accordance with Seller's customary practice and procedures for employees.
5A.05 Licenses. RPII and Seller, jointly and severally, agree to pay or
reimburse Purchaser an amount not to exceed $50,000 for the cost of purchasing
software and licenses for software currently used by Seller in its business and
constituting part of the Transferred Assets if such purchases are required in
order for Purchaser to upgrade such software (but RPII and Seller need not pay
the incremental costs of the upgrades) or Purchaser must otherwise purchase such
software and the license thereto in order to use the software).
5A.06 Sales and Transfer Taxes. Seller hereby assumes full liability
for and shall pay the sales, transfer and similar taxes incurred as a result of
the sale of the Transferred Assets to Purchaser.
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5B. Covenants of Purchaser.
5B.01 Books and Records; Government Filings.
(a) Purchaser shall preserve and keep all books and records
with respect to the Transferred Assets for a period of at least seven years from
the Closing Date. After such seven-year period, before Purchaser shall dispose
of any such books and records, at least 90 days' prior written notice to such
effect shall be given by Purchaser to Seller and Seller shall be given an
opportunity, at its cost and expense, to remove and retain all or any part of
such books or records as it may select.
(b) If, in order to properly prepare documents required to be
filed with or appropriately respond to inquiries by governmental authorities,
regulatory authorities or in order to file any type of financial statement, it
is necessary that Seller or RPII be furnished with additional information
relating to the Transferred Assets or the Key Employees and such information is
in the possession of Purchaser, Purchaser shall furnish such information in a
timely manner to Seller or RPII. If, in order to properly prepare documents
required to be filed with or appropriately respond to inquiries by governmental
authorities, regulatory authorities or in order to file its financial
statements, it is necessary that Purchaser be furnished with additional
information relating to the Transferred Assets or the Key Employees and such
information is in the possession of Seller or RPII, Seller or RPII shall furnish
such information in a timely manner to Purchaser.
5B.02 Assumed Liabilities. Purchaser agrees to pay and perform all
Assumed Liabilities as they become due after the Closing Date and shall
indemnify Seller for any claims, losses, damages and expenses (including
reasonable legal fees) it may incur as a result of Purchaser's non-compliance
with this Section 5B.02 or third party claims against Seller or RPII with
respect to any Assumed Liabilities.
5B.03 Customer Accounts. Purchaser acknowledges and agrees that RPII
and Seller shall not be prohibited or restricted from soliciting any of the Key
Employee's customers (including the Excluded Key Employees) referenced in
Section 5A.03(b) hereof commencing 91 days after the Closing.
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5B.04 Severance. Purchaser agrees to pay to RPII within 30 days of the
Closing Date one-half of the amount of severance paid by RPII to Gary Ford up to
$15,000.
5C. Covenants of Both Parties.
5C.01 Non-Solicitation, No-Hire. For a period of one year from the
Closing Date, neither RPII or Seller on the one hand or Purchaser on the other
hand will solicit for hire or hire any research, corporate finance or management
personnel from the other party other than the Excluded Key Employees.
5C.02 Press Release; Public Announcements. The parties hereto shall not
make any public announcements in respect of this Agreement or the transactions
contemplated herein without prior consultation and approval as to the form and
content thereof from the other party. Notwithstanding the foregoing, Purchaser
(including its parent) or RPII may make disclosure which its counsel advises is
required by applicable law or regulation, in which case such reasonable advance
notice as is practicable in the circumstances shall be given to the other party
and the parties hereto shall use their best efforts to cause a mutually
agreeable release or announcement to be issued. Each of Seller and Purchaser may
also make appropriate disclosure of the transactions contemplated by this
Agreement to their respective executive officers, directors and professional
advisors.
5C.03 Allocation. Seller and Purchaser covenant and agree that each
shall prepare its Federal, state and local income tax returns employing the
allocation of the Purchase Price set forth in Section 1.03 hereof and will not
take a contrary position with respect to such allocation in any tax proceeding
or audit.
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<PAGE>
ARTICLE VI
DELIVERIES AT CLOSING
6.01 Delivery by Seller and RPII on the Closing Date. Seller and RPII
are hereby delivering to Purchaser:
(a) Instruments of Transfer; Assignments. The bill of sale and
assignments of Seller's right, title and interest in and to all of the
Transferred Assets, duly executed by Seller and any other instruments of
transfer and conveyance required pursuant to Section 2.01.
(b) Certified Copies of Resolutions. Certified copies of the
duly adopted resolutions of the directors of Seller and RPII authorizing the
execution, delivery and performance of this Agreement and the other Seller's
Agreements by Seller and RPII and the consummation of the transactions
contemplated hereby and thereby.
(c) Consents. The Lease Consents.
(d) Certificate of Amendment. The certificate of amendment
referred to in Section 5A.01.
(e) Cessation Agreement. Copies of each of the Cessation
Agreements executed by RPII and all of the Key Employees.
(f) Other Documents. All other documents required to be
delivered by Seller or RPII or both hereunder or under any Seller's Agreement on
or prior to the Closing Date.
6.02 Delivery by Purchaser on the Closing Date. Purchaser is hereby
delivering to Seller:
(a) Payment. The cash payment required to be made by Purchaser
in accordance with Section 1.03(a).
(b) Preferred Stock Certificates. All of the Preferred Stock
Certificates duly endorsed in blank or with fully executed stock powers in favor
of RPII.
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(c) Certified Copy of Resolutions. A certified copy of
resolutions duly adopted by the Board of Directors of Purchaser authorizing the
execution, delivery and performance of this Agreement and the Purchaser's
Agreements by Purchaser.
(d) Employment Letters. Copies of each of the Employment
Letters executed by RBC and all of the Key Employees.
(e) Other Documents. All other documents required to be
delivered by Purchaser hereunder or under the Purchaser's Agreements on or prior
to the Closing Date.
ARTICLE VII
GENERAL PROVISIONS
7.01 Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:
"Closing Date" means the close of business on the date hereof.
"Encumbrances" means any mortgage, lien, security interest,
restriction, violation, assessment or encumbrance of any nature affecting in any
way the value of the assets or property involved.
"Party" means Purchaser or Seller or RPII (collectively,
"Parties").
"Representatives" of either Party means such Party's
employees, accountants, auditors, actuaries, counsel, financial advisors,
bankers, investment bankers and consultants.
"Tax" or "Taxes" means all income, gross receipts, sales,
excise, bulk transfer, use, employment, franchise, profits, property or other
taxes, fees, stamp taxes and duties, assessments, levies or charges of any kind
whatsoever (whether payable directly or by withholding), together with any
interest and any penalties, additions to tax or additional amounts imposed by
any taxing authority with respect thereto.
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7.02 Expenses. Except as otherwise provided herein, all costs and
expenses, including without limitation, fees and disbursements of
Representatives, incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the Party incurring such costs and
expenses, whether or not the Closing shall have occurred.
7.03 Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made as of the date delivered or mailed if delivered personally or mailed by
registered or certified mail (postage prepaid, return receipt requested) to the
Parties at the following addresses (or at such other address for a Party as
shall be specified by like notice, except that notices of changes of address
shall be effective upon receipt):
(a) If to Seller:
Research Partners International, Inc.
One State Street Plaza
New York, New York 10004
Attention: Peter R. Kent
Chief Operating Officer, Executive Vice
President
Fax: (212) 363-4284
with a copy to:
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
Attention: David Alan Miller, Esq.
Fax No.: (212) 818-8881
(b) If to Purchaser:
Ryan, Beck & Co.
220 South Orange Avenue
Livingston, NJ 07039
Attention: Ben A. Plotkin, President
Leonard Stanley, Senior Vice President
Fax No.: (973) 597-1258
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with a copy to:
Pitney Hardin, Kipp and Szuch
200 Campus Drive
Florham Park, NJ 07932
Attention: Ronald Janis
Fax: (973) 966-1550
7.04 Amendment. This Agreement may not be amended or modified except by
an instrument in writing signed by the Parties.
7.05 Waiver. At any time prior to the Closing, either Party may (a)
extend the time for the performance of any of the obligations or other acts of
the other Party, (b) waive any inaccuracies in the representations and
warranties of the other Party contained herein or in any document delivered
pursuant hereto and (c) waive compliance by the other Party with any of the
agreements or conditions contained herein. Any such extension or waiver shall be
valid if set forth in an instrument in writing signed by the waiving Party.
7.06 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.07 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any Party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the Parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.
7.08 Entire Agreement. This Agreement and the Schedules and Exhibits
hereto constitute the entire agreement and supersede all prior agreements and
undertakings, both written and oral, between the Parties with respect to the
subject matter hereof and are not intended to confer upon any other person any
rights or remedies hereunder. Notwithstanding the foregoing, the confidentiality
provisions set forth in the confidentiality agreement between RPII and
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Purchaser, dated February 25, 1999 ("Confidentiality Agreement"), shall survive
and continue to bind the parties bound by such provisions through the execution,
consummation and any subsequent termination of this Agreement.
7.09 Assignment. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the Parties.
7.10 Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by, and construed in accordance with, the internal law of the State of
New York without regard to principles of conflicts of law. Each Party hereby
submits to the exclusive jurisdiction of the courts (city, state and federal)
located in the County of New York, State of New York, for any action, proceeding
or claim brought by any other Party pursuant to this Agreement or any other
agreement, instrument or other document executed and delivered in connection
with this Agreement or pursuant hereto. Service of process in any such action or
proceeding brought against a Party may be made by registered mail addressed to
such Party at the address set forth in Section 7.03 or to such other address as
such Party shall notify the other Party in writing is to be used for such
purpose pursuant to Section 2.03 (d). For purposes hereof, the address
designated for Seller shall also be the address designated for Seller's
shareholders.
7.11 Survival. None of the representations and warranties of Seller and
RPII or of Purchaser shall survive the Closing except the representations and
warranties of Seller and RPII contained in Section 3.01, 3.02(a), 3.02(b), 3.03
and 3.07 and the representations and warranties of Purchaser contained in
Sections 4.01, 4.02(a), 4.02(b), 4.03, 4.04 and 4.06 shall survive until the two
year anniversary of the Closing Date. Seller and RPII shall, jointly and
severally, indemnify Purchaser for any claim, losses, damages and expenses
(including reasonable legal fees) which Purchaser may incur as a result of any
breach by Seller and RPII of a surviving representation for a period of two
years. Purchaser shall indemnify Seller for any claim, losses, damages and
expenses (including reasonable legal fees) which Seller may incur as a result of
any breach by Purchaser of a surviving representation for a period of two years.
The covenants and agreements of Seller, RPII and Purchaser shall survive the
Closing.
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7.12 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different Parties in separate counterparts, each of
which when executed shall be deemed to be an original but all of which when
taken together shall constitute one and the same agreement.
[The remainder of this page is blank.]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
SOUTHEAST RESEARCH PARTNERS, INC.
By: /s/ Peter R. Kent
----------------------------
Name: Peter R. Kent
Title: Vice President
RESEARCH PARTNERS INTERNATIONAL, INC.
By: /s/ Peter R. Kent
-------------------------------
Name: Peter R. Kent
Title: Chief Operating Officer and
Executive Vice President
RYAN, BECK & CO., INC.
/s/ David P. Downs
By: ------------------------------
Name: David P. Downs
Title: Senior Vice President
<PAGE>
SCHEDULES
to
Asset Purchase Agreement
1.01 Transferred Assets
1.04 Key Employees
3.03 Software Licenses
3.05 Litigation
5A.03 Excluded Key Employees
<PAGE>
SCHEDULE 1.01
TRANSFERRED ASSETS
A. All rights under the following Leases for real property: (i) lease dated
January 22, 1993, between Zell One, Inc. and Seller regarding premises located
at 2101 Corporate Boulevard, Boca Raton, Florida; (ii) lease dated March 15,
1998, between O'Hearn Properties LLC and Seller regarding premises located at
183 State Street, Boston, Massachusetts; (iii) lease dated April 30, 1997,
between Spartan Madison Corp. and Seller regarding premises located at 380
Madison Avenue, New York; and (iv) lease dated December 1, 1997, between
Buckingham Research Group, Incorporated and Seller regarding premises located at
180 Royal Palm Way, Palm Beach, Florida.
B. Leasehold improvements and fixed assets and software programs and other
intangibles related thereto used at the above-referenced four locations, as
listed on the attachments to this Schedule.
C. All rights under contracts, leases and licenses, as listed on the attachments
to this Schedule.
D. All rights under and to the confidentiality agreements executed by all
potential buyers of Seller's services, as follows: RBC Dominion Securities,
Avalon Research Group, Mesirow Financial and Ernst & Company.
E. Names and addresses of customers of Key Employees.
F. The name "Southeast Research Partners, Inc." and all the goodwill associated
therewith.
<PAGE>
SCHEDULE 1.04
Key Employees
Name
Betes, Robert
Betes, William
Brooks, Andrea
Clayton, Wayne
Cowan, Oliver
Dean, Veleria
Dodge, Phillip
Duffy, Robert
Dunning, Debbie
Estra, Jordan
Gaus, Anthony
Georgieva, Assia
Hillie, Kathy
Jones, Timothy
Kelly, John
LaChance, Debbie
Larkworthy, Peter
Lawrence, Michelle
Lu, Benjamin
Maguire, Kathleen
McAleer, Robert
McMullin, Peter
Mix, Paul
Nash, Deborah
Plante, Jennifer
Roosevelt, William
Rubinstein, Francine
Schultz, Gerald
Seaman, John
Sweig, Neil
Treadway, Peter
Wasserman, Jay
Wasserman, Robert
Weber, Ronald
Weber, William
Zhao, Le Anne
<PAGE>
SCHEDULE 3.03
Software Licenses
Boca Raton
10 MS Windows 95
2 MS Windows 98
3 MS Windows NT Workstation 4.0
1 MS Windows NT Server 4.0
1 Foxpro 2.5
New York
13 MS Windows NT Workstation 4.0
13 MS Office 97
Palm Beach
2 MS Windows NT Workstation 4.0
Boston (none- all hardware / software leased)
<PAGE>
SCHEDULE 3.05
Litigation
Bernard and Annette Todrni v. Southeast Research Partners, Inc., and
Ross Appleman, NASD No. 98-03646.
The above matter is the only remaining open case against Southeast
Research Partners, Inc. ("SERP"). The Todrin arbitration was filed with the NASD
and, in November 1998, was submitted to SERP for a response. SERP filed a motion
for a more definite statement. In response to SERP's motion for a more definite
statement, claimants submitted an amended claim in February 1999. An answer was
submitted by SERP in March 1999.
Claimants allege that their account executive at SERP, Ross Appleman,
executed unsuitable transactions in their account that resulted in a loss of
$80,000. Claimants allege that SERP is liable for failure to appropriately
supervise the activity in their account.
SERP responded that the activity in their account was consistent with
the information provided on the new account documentation. In addition, SERP
asserted that Josephthal, Lyon & Ross had contractually agreed to provide SERP
with certain "back office" functions, such as compliance. SERP asserted
cross-claims against Appleman and Josephthal, Lyon & Ross for indemnification or
contribution, or both, as the case may be.
An arbitration panel has been selected but no hearing date has been
scheduled.
In addition, please be advised of the facts and circumstances
surrounding the trades executed for the Christie Group entered by Sean Boyle of
the Christie Group. Both the Christie Group and Sean Boyle failed to settle 3
transactions in March of 1999 resulting in a loss to RPII of approximately
$397,000. An investigative case is pending.
<PAGE>
SCHEDULE 5A.03
Excluded Key Employees
Tony Stoss
Barry King
Gary Ford
<PAGE>
Exhibit 10.1
RESEARCH AGREEMENT
RESEARCH AGREEMENT dated as of June 28, 1999, at 9:00 a.m., by
and between RESEARCH PARTNERS INTERNATIONAL, INC., a Delaware corporation
located at One State Street Plaza, New York, New York 10004 ("RPII") and RYAN,
BECK & CO., INC., a New Jersey corporation located at 220 South Orange Avenue,
Livingston, NJ 07039 ("RBC").
WITNESSETH:
WHEREAS, RBC is in the securities business and provides
research;
WHEREAS, RPII is a holding company engaged, through its
subsidiaries, in the securities business;
WHEREAS, RPII and Southeast Research Partners, Inc. ("SERP"),
a wholly-owned subsidiary of RPII, have entered into an asset purchase agreement
with RBC, dated the date hereof ("Asset Purchase Agreement"), pursuant to which
RPII and SERP are selling certain of SERP's assets to RBC;
WHEREAS, RPII desires to purchase research from RBC and RBC
agrees to sell its research to RPII on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual
representations, warranties, agreements and covenants hereinafter set forth, and
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Obligation to Provide Research. During the term of this Agreement, RBC
agrees to provide RPII and its subsidiaries with its securities research,
including daily, weekly and special topic reports and all notes thereto and
updates thereon (collectively, "Research"). RBC covenants that the Research to
be provided shall be substantially the same as the type of research which RBC
and SERP currently provide. Notwithstanding the foregoing, (i) RBC is not
required to provide research with respect to any of the Excluded Companies (as
defined below); (ii) RBC may discontinue covering any particular company or
securities; and (iii) from time to time RBC may change the format and structure
of the Research provided. Research may be provided under the name "Southeast
Research Partners" or "Ryan, Beck & Co." or any derivation thereof.
<PAGE>
1.1 Use of Research by RPII; Non-Use by RBC.
1.1.1 RBC agrees that it shall provide the Research to
(a) RPII and its subsidiaries (the "RPII Entities") and (b) Early Bird Investor
AG, a Swiss public company, E B Investor (Jersey) Limited, a company established
under the laws of Jersey, Channel Islands and A&A Investment Management AG
(previously known as GKN Asset Management AG), a company established under Swiss
law (collectively the "Early Bird Entities"). The RPII Entities and the Early
Bird Entities shall have unrestricted access to the Research for their own use
and the RPII Entities (but not the Early Bird Entities) may, at no charge to the
customers, provide the Research to their customers (including Internet
customers). Neither the RPII Entities or the Early Bird Entities shall be
authorized to resell or provide the Research to any other person.
1.1.2 RBC shall retain the right to resell and provide
the Research to its retail and institutional clients and to resell the Research
to third parties; provided, however, that until the one-year anniversary of the
date hereof, RBC shall not sell or provide, or agree to sell or provide, for
cash or other consideration or for no consideration, the SERP Research to any
broker dealer with its principal office located in Florida or New York State or
to any entity (excluding FirstCall or Multex) who offers the Research to its
customers through the Internet. Notwithstanding the foregoing, RBC can provide
the Research to BankAtlantic Bancorp, Inc. and any affiliate thereof (regardless
of their locations), but RBC covenants that BankAtlantic Bancorp., Inc. and its
affiliates shall continue to be bound by the restriction contained in this
paragraph. An affiliate of BankAtlantic Bancorp, Inc. shall mean any entity of
which BankAtlantic Bancorp, Inc. owns at least 25% of its outstanding capital
stock. SERP Research means research provided by the Key Employees (as defined in
the Asset Purchase Agreement) directly or indirectly as employees of RBC.
1.2 Source of Research May Be Disclosed. The RPII Entities and
the Early Bird Entities will disclose that RBC/SERP is the source of the
Research. In addition, the provision of RBC/SERP's Research may be referenced in
the context of mentioning the performance results of Early Bird Investor AG and
E B Investor (Jersey) Limited.
1.3 Delivery of Research. RBC agrees to provide the Research
to the RPII Entities on a timely basis, each business day by noon with respect
to daily reports; RBC and SERP's customary day of the week with respect to
weekly reports; and as soon as practicable with respect to special reports and
updates. Unless RPII consents to a lesser number of copies, RBC shall provide to
the RPII Entities the quantities of copies of the Research in substantially the
same number as previously provided by SERP to RPII during the last six month
period.
1.3.1 Morning Call. Before the opening of the market on
each business day, a member of the RBC staff will call the research designee at
RPII to discuss the Research.
1.3.2 Cooperation. The parties agree to cooperate with
each other to adjust, from time to time the substance, manner and timing of the
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provision of Research provided thereunder by RBC to the RPII Entities, but no
party shall be obligated to agree to any suggested change.
2. Compensation.
2.1 In General. As compensation for RBC's provision of
Research to RPII, except as set forth in paragraph 3 hereof, RPII shall pay to
RBC an "override" on gross commissions which are generated by the RPII Entities
on the sale or purchase to or from customers of RPII Entities of securities of
companies that are the subject of the Research ("Subject Securities") during the
term of this Agreement but not in connection with a registered public offering
or private placement by a company or a selling shareholder. The "override"
payable by RPII to RBC during the first full 12 commission months and during the
remainder of the commission month from the date hereof (which shall be
calculated based upon actual commissions generated) shall be 10% of the gross
commissions. During the remainder of the term of this Agreement (48 full
commission months), the override shall be 7.5% of the gross commissions
generated by the sale or purchase of the Subject Securities through the Retail
Force and 10% of the gross commissions generated by the sale or purchases of the
Subject Securities through Non-Retail Brokerage. For the purposes of calculating
the override, the "Retail Force" shall refer to the retail brokers employed by
the RPII Entities and "Non-Retail Brokerage" shall refer to sales and purchases
(i) generated by the Internet system established by the RPII Entities, (ii) to
or from the Early Bird Entities and (iii) any other sales or purchases by RPII
for the account of others but not in connection with a registered public
offering or private placement by a company or a selling shareholder; provided,
however, that RBC shall be entitled to only a 5% override with respect to the
purchase and sales of the following Subject Securities: Kellstrom Industries,
Inc., Vicon Industries, Inc., WinStar Communications, Inc. and Encore Medical,
Inc.
2.2 Early Bird. During the term of this Agreement, RBC shall
be entitled to retain only 12% of the gross commissions generated on sales or
purchases of the Subject Securities effected by RBC to or from the Early Bird AG
account and RBC shall tender monthly to RPII's designee the balance of any such
commission. For purposes of this paragraph and Section 2.1 above, gross
commissions shall include agency commissions and mark-ups on principal trades
and other forms of compensation derived from selling securities to or buying
securities from a customer, not including in connection with a public offering,
or a private offering pursuant to Regulation D promulgated under the Securities
Act, all without deduction or offset. RPII shall authorize Early Bird AG account
trades made through RBC to count against Early Bird AG's minimum trading
requirement with RPII.
2.3 Monthly Payments and Reports. The compensation due
pursuant to Section 2.1 shall be paid monthly to RBC within 10 business days of
the end of each month. RPII shall provide monthly reports reflecting the basis
upon which such compensation shall be paid. RBC shall have the right, at its
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<PAGE>
expense, to audit such monthly reports. RPII agrees to provide RBC and its
agents access to the RPII Entities records to audit such reports.
3. Excluded Subject Securities - Prior Banking Relationship. RPII has
served as an investment banker for the companies (the "Excluded Companies")
listed on Schedule I attached hereto, as shall be amended from time to time in
accordance with this paragraph. Securities of such Excluded Companies shall not
be "Subject Securities" under this Agreement and RBC shall not be entitled to an
override on gross commissions with respect to the sales or purchases of such
securities. If any Excluded Company is acquired by another company (which is not
an Excluded Company) the successor company shall not be considered an Excluded
Company. RPII may add a company to the list of Excluded Companies if RBC was not
providing research for such company and within 5 business days after any of the
following events, RPII sends notice to RBC: RPII enters into a written agreement
to serve as an investment banker for such company or otherwise to participate in
or effects a public or private offering of securities for such company.
RBC has no obligation to provide RPII with Research on any
Excluded Company, even if RBC otherwise covers such an Excluded Company for its
research generally.
4. Term and Termination.
4.1 Term. The term of this Agreement shall begin on the date
hereof and shall continue until the last day of the 60th full commission month
following the date hereof, unless otherwise extended to a later date or
terminated on an earlier date by mutual agreement of the parties.
4.2 Termination. This Agreement may be terminated prior
to the end of the term:
4.2.1 By mutual written consent of both parties to
this Agreement.
4.2.2 By RPII or RBC if a material default or breach
shall be made by the other party with respect to the due and timely performance
of any of its covenants and agreements contained herein; provided, however, if
such default could be cured, notice has been given and such default has not been
cured within a reasonable period of time and has not been waived.
4.3 Effect of Termination.
4.3.1 In the event of termination pursuant to
Section 4.2.1 above, all further obligations of the parties shall terminate, no
party shall have any right against the other party hereto, and each party shall
bear its own costs and expenses.
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4.3.2 In the event of a termination by either party
pursuant to Section 4.2.2 above, it is agreed that such termination shall not
relieve any party from liability for any breach of this Agreement or defeat or
impair the right of any party to pursue such relief as may otherwise be
available to it as a result of a breach of this Agreement.
5. Consent to Jurisdiction. Each party hereto submits to the exclusive
jurisdiction of the courts (city, state and federal) located in the County of
New York, State of New York, for any action, proceeding or claim brought by any
party pursuant to this Agreement or any other agreement, instrument or other
document executed and delivered in connection with this Agreement or pursuant
hereto. Service of process in any such action or proceeding brought against a
party may be made by registered mail to such party at the address set forth on
page one of this Agreement or to such other address as such party shall notify
the other party in writing.
6. Miscellaneous. This agreement (a) may only be modified by a written
instrument which is executed by both of us, (b) shall be governed by the laws of
the State of New York applicable to contracts made and to be wholly performed
therein, (c) constitutes our entire agreement with respect to the subject matter
hereof, (d) shall be binding upon, and inure to the benefit of, both of us and
our respective successors and assigns and (e) may be signed in counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement.
5
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the first date written above by their respective officers duly
authorized.
RESEARCH PARTNERS INTERNATIONAL, INC.
/s/ Peter R. Kent
By: ___________________________________
Peter R. Kent, Chief Operating Officer and
Executive Vice President
RYAN, BECK & CO.
/s/ Douglas P. Downs
By: ___________________________________
Name: Douglas P. Downs
Title: Senior Vice President
<PAGE>
Schedule I
As of May 27, 1999, the list of Excluded Companies is as follows:
Enamelon
Global Telecom
Individual Investor
Millbrook Press
Niagara
PTI Holding
Teardrop Golf
Ariel
Globix
ACTV
Source Media
Exhibit 10.2
CESSATION AGREEMENT
This CESSATION AGREEMENT, dated as of June 28, 1999, between
RESEARCH PARTNERS INTERNATIONAL, INC. ("RPII"), each of the persons listed on
Schedule I hereto (individually and collectively "Former Shareholder(s)") and
each of the persons listed on Schedule II hereto (individually and collectively
"Former Employee(s)" and together with the Former Shareholders, "Former
Affiliates").
WHEREAS, in connection with a merger ("Merger") of Southeast
Research Partners, Inc. ("SERP") with and into SERP Merger Corp., a wholly-owned
subsidiary of RPII, pursuant to a Merger Agreement ("Merger Agreement") dated
March 7, 1997, by and among RPII, SERP Merger Corp., SERP, the Former
Shareholders, Peter R. McMullin ("McMullin") and Robert McAleer ("McAleer" and,
together with McMullin, "Executive Management"), founders and Managing Directors
of SERP,, the Former Shareholders received cash, RPII common stock and Series A
Preferred Stock of RPII ("Preferred Shares") in exchange for all of their shares
of the common stock of SERP;
WHEREAS, pursuant to an Asset Purchase Agreement ("Asset
Purchase Agreement"), dated the date hereof, by and between RPII, SERP and Ryan,
Beck & Co., Inc. ("RBC"), SERP is selling certain of its assets to RBC;
WHEREAS, pursuant to an Agreement For Exchange of Stock and
Group Employment Conditions, dated the date hereof, by and between RBC and the
Former Shareholders, RBC is continuing the employ of key personnel and other
employees of SERP and purchasing all of the Preferred Shares owned by the Former
Shareholders in exchange for stock of BankAtlantic Bancorp, Inc., a Florida
corporation which is a thrift holding company and the parent company of RBC;
WHEREAS, on the date hereof, in connection with the closing
("Closing") of the transactions contemplated by the Asset Purchase Agreement,
RBC is tendering to a wholly-owned subsidiary of RPII all of the Preferred
Shares purchased from and owned by the Former Shareholders; and
WHEREAS, in view of the fact that immediately following the
Closing, (i) the Former Shareholders will no longer own any Preferred Shares and
therefore, no longer be entitled to the rights and benefits of such Preferred
Shares, and (ii) the Former Employees will no longer be employed by SERP, the
parties hereto desire to clarify their post-Closing rights and obligations.
<PAGE>
NOW THEREFORE, in consideration of the mutual representations,
warranties, agreements and covenants hereinafter set forth, and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Termination of Merger Agreement; Exceptions; Cancellation of
Preferred Shares; Remedial Action.
1.1 Termination of Merger Agreement. The Merger Agreement is
hereby terminated and of no further force and effect, with the exception of the
following sections, which shall survive the termination of the Merger Agreement:
1.1.1 Exceptions
a. Sections 5.08 (a), (b), (e) and (f)
of the Merger Agreement relating to confidentiality (provided, however, that (i)
the customer lists of the Former Employees and (ii) the clients, trade secrets,
customer leads, information concerning customers and the "know-how" or
methodologies of the Former Employees regarding their SERP business or the
business that they conducted on behalf of Early Bird Investor AG ("Early Bird")
shall no longer be deemed confidential information of RPII or its wholly-owned
subsidiary SERP); and
b. Sections 7.01 (ii), 7.02 (ii),
7.03 and 7.06 of the Merger Agreement relating to indemnification for the
operations of SERP prior to March 7, 1997 (and not with respect to
representations and warranties set forth in the Merger Agreement) and such
provisions shall survive until March 7, 2000.
1.1.2 Effect of Termination of Merger Agreement.
Except as set forth in 1.1.1 above and as otherwise provided in this Agreement,
all further obligations of the parties to the Merger Agreement to each other
shall terminate, no party shall have any right against the other party thereto.
1.2 Cancellation of Preferred Shares. All of the Preferred
Shares owned by any Former Shareholder are being retired by RPII simultaneously
with the execution of this Agreement and the Former Shareholders shall have no
rights or benefits with respect thereto.
1.3 Remedial Action. If any Former Affiliate commits a
material breach, or threatens to commit a material breach, of any of the
provisions of this Cessation Agreement, RPII shall have the right and remedy to
have the provisions of this Cessation Agreement specifically enforced by any
court having equity jurisdiction, it being acknowledged and agreed by each
Former Affiliate that his or her acts contemplated hereunder are of a special
and unique character and that any such material breach or threatened material
breach will cause irreparable injury to RPII and that money damages will not
provide an adequate remedy to RPII.
2
<PAGE>
2. Payment. The following payments or payment arrangements shall be
made or effected on July 15, 1999 in accordance with RPII's customary payment
practices.
2.1 RPII's Payment to Former Affiliates. RPII shall pay to
each Former Affiliate, his or her compensation pro-rated through the date of the
Closing, less applicable withholding and other deductions required by federal,
state and local law consistent with past practice.
2.3 Escrow and Reserves. Pursuant to the Merger Agreement, an
escrow account of $100,000 ("Escrow Fund") was established and maintained by an
escrow agent ("Escrow Agent") pursuant to an escrow agreement ("Escrow
Agreement") to cover adjustments to the purchase price paid under the Merger
Agreement, based on SERP's audited net tangible book value. The parties hereto
acknowledge and agree that the entire Escrow Fund shall be released to RPII
whenever it requests same from the Escrow Agent. This Agreement shall constitute
written instructions by the Former Shareholders to the Escrow Agent under the
Escrow Agreement to dispose of the Escrow Fund as indicated above. RPII
represents that it will maintain $3,775 on its books as a reserve for the
purpose of reimbursing RPII for costs it may incur in connection with the
outstanding arbitrations regarding the Former Affiliates.
2.4 Cash Payments to Former Shareholders Become Vested. Cash
payments made to the Former Shareholders pursuant to the Merger Agreement, shall
be fully vested and not subject to forfeiture to RPII pursuant to the terms of
the Merger Agreement.
2.5 Vesting of Stock and Stock Options. Any vesting provisions
contained in any stock option or other agreement relating to stock of RPII or
options to purchase stock of RPII granted to Former Affiliates to purchase any
shares of RPII shall be honored by RPII in accordance with the terms of such
agreement; provided, however, that any stock of RPII or options to purchase
stock of RPII which have not vested as of the day of Closing shall be
accelerated and will be deemed vested as of the day of the Closing.
Notwithstanding the foregoing, all options which are exercisable or become
exercisable pursuant to the preceding sentence, but which are not exercised as
of the date of Closing, shall expire on the 91st day after the Closing date.
2.6 Vesting of 401(k) Employer Contribution. Any matching
contribution of RPII's common stock to the account of a Former Affiliate, to the
extent possible and in the manner provided for under RPII's 401(k) plan, shall
"vest" in the account of such Former Affiliate and such shares of common stock
may be transferred pursuant to and at the direction of such Former Affiliate.
2.7 Loan Forgiveness. RPII hereby forgives loans made to Neil
Sweig and William Weber in the aggregate amount of $41,666,67 and to Kathleen
Maguire, L. Robert Duffy, Ronald Weber and William Roosevelt.
3
<PAGE>
3. Representations, Warranties and Covenants of the Former Affiliates.
3.1 Former Affiliates. Each of the Former Affiliates severally
and not jointly represents, warrants and covenants to RPII and SERP as follows
and acknowledges that RPII and SERP are relying upon such representations,
warranties and covenants in connection with the consummation of the transactions
contemplated by the Cessation Agreement and the Asset Purchase Agreement:
3.1.1 Except as otherwise provided in this
Cessation Agreement, he or she expressly waives any rights or claims that he or
she may have or assert, as a result of being an owner of Preferred Shares.
3.1.2 That in deciding to execute this
Cessation Agreement, he or she has been advised to consult with an attorney
and/or any other advisors of his or her choice and has relied entirely upon his
or her own judgment, and that of his or her counsel, and that he or she has read
this Cessation Agreement and has adequate time to consider its terms and effects
and to ask questions that he or she may have of anyone, including legal counsel.
3.1.3 Other than as set forth in Schedule 3.1.3
attached hereto, (a) there is no action, suit, arbitration, or other proceeding
pending or to his or her best knowledge, threatened against him or her before
any court, federal, state, municipal or other governmental department or agency
or other tribunal; and (b) he or she is not subject to any order, judgment,
injunction or decree which could materially adversely affect RPII or SERP. He or
she has not filed any action, complaint, charge, grievance or arbitration or
commenced any other proceeding, administrative or judicial regarding RPII and/or
SERP.
3.1.4 He or she understands that this agreement
is legally binding. He or she had voluntarily chosen to enter into this
agreement and has not been forced or pressured in any way to sign it. Each of
the Former Employees has been advised to consult with an attorney prior to
executing this Cessation Agreement and the General Release annexed hereto as
Exhibit A. He or she, in executing this Cessation Agreement and the General
Release, has not relied upon any representation or statement not set forth
herein made by RPII or SERP with regard to the subject matter, basis or effect
of this Cessation Agreement or otherwise.
3.1.5 He or she has full power and authority to enter
into this Cessation Agreement and to carry out the transactions contemplated
hereby. This Cessation Agreement has been duly executed by him or her and
constitutes a valid and legally binding obligation of him or her enforceable
against him or her in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency or other laws generally affecting creditors'
rights or as may be modified by a court of equity in an action for specific
performance.
4
<PAGE>
3.1.6 To the best of his or her knowledge,
the performance of this Cessation Agreement by him or her in accordance with its
terms will not, with or without the giving of notice or the passage of time or
otherwise, conflict with, or result in a breach or violation of or constitute a
default under any material contract or other material agreement to which he or
she is a party (other than as contemplated by this Cessation Agreement),
terminate or modify or give any third party the right to terminate or modify,
the provisions or terms of any material contract to which SERP or RPII is a
party relating to him or her, or result in any suspension, revocation,
impairment, forfeiture or non renewal of any material permit, license,
qualification, authorization or approval applicable to SERP.
3.1.7 Except as set forth in Schedule 3.1.7
hereof, he or she has at all times during his or her employment with SERP,
conducted his or her business in compliance in all material respects with all
applicable laws, rules, regulations and court or administrative orders and
processes including without limitation, any that relate to broker-dealer
regulations and internal compliance, and if applicable, supervisory rules of
SERP and/or GKN Securities Corp.
3.1.8 Each of the Executive Management, jointly
and severally represents to RPII and SERP, and acknowledges that RPII and SERP
are relying upon such representations in connection with the consummation of the
transactions contemplated by this Cessation Agreement and the Asset Purchase
Agreement, that the representations of SERP in Sections (3.03 (ii) -- only to
the best of their knowledge), 3.04, 3.05, 3.06 (3.07(i) -- only to the best of
their knowledge) and 3.07(ii), (iii) and the remainder of 3.07 of Article III of
the Asset Purchase Agreement are true and correct in all respects.
3.2 Each Former Affiliate has executed the Specific Release
attached as Exhibit A hereto and acknowledges and that it shall be delivered to
RPII upon its execution of this Agreement.
3.3 The Executive Management have executed the appropriate
resignations attached as Exhibit B hereto and acknowledge that they shall be
delivered to RPII upon its execution of this Agreement.
4. Representations and Warranties of RPII and SERP. RPII and SERP,
jointly and severally, represents and warrants to each Former Affiliate, as
follows:
4.1 Each of RPII and SERP represents that it is a corporation
duly organized and validly existing under the law of the State of its
incorporation and is qualified to do business in each State in which it is
required to so qualify.
4.2 Each of RPII and SERP has full corporate power and
authority to enter into this Cessation Agreement and to carry out the
transactions contemplated hereby. The execution, delivery and performance of
this Cessation Agreement by each of RPII and SERP has been duly authorized by
5
<PAGE>
all necessary corporate action. This Cessation Agreement has been duly executed
by each of RPII and SERP and constitutes a valid and legally binding obligation
of each of them enforceable against them in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency or other laws generally
affecting creditors' rights or as may be modified by a court of equity in an
action for specific performance.
4.3 The performance of this Cessation Agreement by each of
RPII and SERP in accordance with its terms will not, with or without the giving
of notice or the passage of time, or both, conflict with, result in a default,
right to accelerate or loss of rights under, or result in the creation of any
encumbrance pursuant to, (i) any provision of the certificate of incorporation
or by-laws of either RPII or SERP, or (ii) any mortgage, indenture or deed of
trust or any material lease, license, franchise or other agreement to which
either RPII or SERP is a party or by which either of them (or any of their
respective assets, properties, operations or business) may be bound or affected.
5. Additional Covenants of Former Affiliates.
5.1 Each Former Affiliate shall execute such documents and
other papers and take such further actions as may be reasonably required or
requested by RPII to carry out the transactions contemplated hereby and by the
Asset Purchase Agreement. Each Former Affiliate shall use his or her best
efforts to fulfill his obligations under and to take or cause to be taken, all
actions and to do, or cause to be done, all other things necessary proper or
advisable or as reasonably requested by RPII to consummate or make effective, as
promptly as possible, the transactions and covenants contemplated by this
Cessation Agreement (including, without limitation in Section 2 hereof), the
Asset Purchase Agreement, the Research Agreement contemplated by the Asset
Purchase Agreement and the Agreement for Exchange of Stock and Group Employment
Conditions contemplated by the Asset Purchase Agreement.
5.2 Each Former Affiliate shall indemnify and hold harmless
RPII and SERP and their respective directors, officers and agents, from and
against, and shall reimburse such persons for any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, reasonable
attorneys' fees and costs) to which any of them may become subject, arising out
of or relating to (a) the breach of such Former Affiliate's representations,
warranties and/or covenants contained in this Cessation Agreement or (b) any
investigation of or claim, order, fee or award arising out of such Former
Affiliate's brokerage activities by any governmental authority, agency or
customer.
5.3 Each Former Affiliate shall execute such documents and
other papers and take such further actions and cooperate with RPII in any manner
as may be reasonably required or requested by RPII in connection with RPII's
defense of any complaint, claim, investigation or other matter relating to such
Former Affiliate.
6
<PAGE>
6. Covenants of RPII and SERP.
6.1 Each of RPII and SERP shall execute such documents and
other papers and take such further actions as may be reasonably required or
requested by any Former Affiliate to carry out the provisions hereof and the
transactions contemplated hereby. Each of RPII and SERP shall use its best
efforts to take or cause to be taken, all actions and to do, or cause to be
done, all other things necessary propr or available or as reasonably requested
by any Former Affiliate to consummate and make effective, as promptly as
possible the transactions and covenants contemplated by this Cessation Agreement
(including, without limitation in Section 2 hereof).
6.2 Each of RPII and SERP will cooperate with the Former
Affiliates and execute and deliver to them such other instruments and documents
and take such other actions as may be reasonably requested from time to time by
such Former Affiliates as necessary to carry out, evidence and confirm the
intended purposes of this Cessation Agreement.
7. Miscellaneous.
7.1 Press Release; Public Announcements. The parties hereto
shall not make any public announcements in respect of this Cessation Agreement
or the Asset Purchase Agreement or the transactions contemplated herein or
therein without the prior approval as to the form and content thereof by RPII or
the Executive Management. Notwithstanding the foregoing, (i) RPII may make any
disclosure which its counsel deems is necessary or advisable and (ii) each of
RPII and the Former Affiliates may make appropriate disclosure of the
transactions contemplated by this Cessation Agreement and the Asset Purchase
Agreement to their professional advisors and/or executive officers and
directors, as the case may be.
7.2 Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made as of the date delivered or mailed if delivered personally or
mailed by registered or certified mail (postage prepaid, return receipt
requested) to the parties to this Cessation Agreement at the following addresses
(or at such other address for a party as shall be specified by like notice,
except that notices of changes of address shall be effective upon receipt):
(a) If to RPII or SERP:
Research Partners International, Inc.
One State Street Plaza
New York, New York 10004
Attention: Peter R. Kent
Chief Operating Officer,
Executive Vice President
Fax: (212) 363-4284
7
<PAGE>
with a copy to:
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
Attention: David Alan Miller, Esq.
Fax No.: (212) 818-8881
(b) If to a Former Affiliate:
to the address set forth on
Schedule I or II attached hereto
with a copy to:
Ryan, Beck & Co.
220 South Orange Avenue
Livingston, NJ 07039
Attention: Ben A. Plotkin, President
Leonard Stanley, Senior Vice
President
Fax No.: (973) 597-1258
7.3 Amendment. This Agreement may not be amended or modified
except by an instrument in writing signed by the parties hereto and by the
parties to the Asset Purchase Agreement.
7.4 Severability. If any term or other provision of this
Cessation Agreement is invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this
Cessation Agreement shall nevertheless remain in full force and effect so long
as the economic or legal substance of the transactions contemplated hereby is
not affected in any manner adverse to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Cessation Agreement so
as to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the extent possible.
7.5 Entire Agreement. This Agreement and the Schedules and
Exhibits hereto constitute the entire agreement and supersede all prior
agreements and undertakings, both written and oral, between the parties hereto
with respect to the subject matter hereof and are not intended to confer upon
any other person any rights or remedies hereunder. Notwithstanding the
foregoing, the provisions set forth in the Merger Agreement referenced in
Section 1.1.1 hereof shall survive and continue to bind the parties bound by
such provisions through the execution, consummation and any subsequent
termination of this Cessation Agreement.
8
<PAGE>
7.6 Assignment. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the parties. This Agreement
shall not be assigned by operation of law or otherwise, provided, however, that
RPII may assign its rights to one or more, direct or indirect, wholly owned
subsidiaries, provided further, however, in the event of any assignment by RPII,
RPII shall remain liable with respect to all of its obligations hereunder. For
purposes of this Agreement, the term "RPII" shall include any such assignee.
7.7 Governing Law; Consent to Jurisdiction. This Agreement
shall be governed by, and construed in accordance with, the internal law of the
State of New York without regard to conflicts of law. Each party hereby submits
to the exclusive jurisdiction of the courts (city, state and federal) located in
the County of New York, State of New York, for any action, proceeding or claim
brought by any other party pursuant to this Cessation Agreement or any other
agreement, instrument or other document executed and delivered in connection
with this Cessation Agreement or pursuant hereto. Service of process in any such
action or proceeding brought against a party may be made by registered mail
addressed to such Party at the address set forth in Section 7.2 or to such other
address as such party shall notify the other Party in writing.
7.8 Counterparts. This Cessation Agreement may be executed in
one or more counterparts, and by the different parties in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
when taken together shall constitute one and the same agreement.
7.9 Nature and Survival of Representations and Warranties. All
representations and warranties made in this Cessation Agreement by the parties
hereto shall survive the Closing to the same extent and for the same duration as
that of the SERP representations in the Asset Purchase Agreement.
9
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the date first above written.
RESEARCH PARTNERS INTERNATIONAL, INC.
/s/ Peter R. Kent
By: ______________________________________
Name: Peter R. Kent
Title: Chief Operating Officer and
Executive Vice President
FORMER SHAREHOLDERS
/s/ Robert McAleer /s/ Deborah J. Nash
- ---------------------- ------------------------
ROBERT McALEER DEBORAH J. NASH
/s/ Peter R. McMullin /s/ Robert Wasserman
- ---------------------- ------------------------
PETER R. McMULLIN ROBERT WASSERMAN
/s/ Timothy L. Jones /s/ John J. Seaman
- ---------------------- ------------------------
TIMOTHY L. JONES JOHN J. SEAMAN
/s/ Peter J. Larkworthy /s/ Gary Ford
- ----------------------- ------------------------
PETER J. LARKWORTHY GARY FORD
/s/ Peter L. Dodge /s/ Jay Wasserman
- ----------------------- ------------------------
PHILIP L. DODGE JAY WASSERMAN
10
<PAGE>
FORMER EMPLOYEES
/s/ Robert Betes /s/ William Betes
- -------------------------- ------------------------
ROBERT BETES WILLIAM BETES
/s/ Andrea Brooks /s/ Benjamin Lu
- -------------------------- ------------------------
ANDREA BROOKS BENJAMIN LU
/s/ Wayne Clayton /s/ Kathleen Maguire
- -------------------------- --------------------------
WAYNE CLAYTON KATHLEEN MAGUIRE
/s/ Oliver Cowan /s/ Robert McAleer
- -------------------------- --------------------------
OLIVER COWAN ROBERT McALEER
/s/ Valeria Dean /s/ Peter McMullin
- ------------------------- --------------------------
VALERIA DEAN PETER McMULLIN
/s/ Philip Dodge /s/ Paul Mix
- ------------------------- ---------------------------
PHILIP DODGE PAUL MIX
/s/ Robert Duffy /s/ Deborah Nash
- ------------------------- ---------------------------
ROBERT DUFFY DEBORAH NASH
/s/ Debbie Dunning /s/ Jennifer Plante
- ------------------------- ---------------------------
DEBBIE DUNNING JENNIFER PLANTE
/s/ Jordan Estra /s/ William Roosevelt
- ------------------------- ---------------------------
JORDAN ESTRA WILLIAM ROOSEVELT
/s/ Gary Ford /s/ Francine Rubinstein
- ------------------------- ---------------------------
GARY FORD FRANCINE RUBINSTEIN
/s/ Anthony Gaus /s/ Gerald Schultz
- ------------------------- ---------------------------
ANTHONY GAUS GERALD SCHULTZ
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<PAGE>
/s/ Assia Georgieva /s/ John Seaman
- ------------------------- ---------------------------
ASSIA GEORGIEVA JOHN SEAMAN
/s/ Kathy Hille /s/ Neil Sweig
- ------------------------- ---------------------------
KATHY HILLE NEIL SWEIG
/s/ Timothy Jones /s/ Peter Treadway
- ------------------------- ---------------------------
TIMOTHY JONES PETER TREADWAY
/s/ John Kelly /s/ Jay Wasserman
- ------------------------- ---------------------------
JOHN KELLY JAY WASSERMAN
/s/ Debbie Lachance /s/ Robert Wasserman
- ------------------------- ---------------------------
DEBBIE LACHANCE ROBERT WASSERMAN
/s/ Peter Larkworthy /s/ Ronald Weber
- ------------------------- ---------------------------
PETER LARKWORTHY RONALD WEBER
/s/ Michelle Lawrence /s/ William Weber
- ------------------------- ---------------------------
MICHELLE LAWRENCE WILLIAM WEBER
/s/ Le Anne Zhao
---------------------------
LE ANNE ZHAO
12
<PAGE>
Schedule 1
A. Series A Preferred Shareholders (Former Shareholders)
<TABLE>
<CAPTION>
Series A
Preferred Social Security
Name Shares Number Address
- ------------------- ---------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
McALEER, Robert T. 307,200 ###-##-#### 13080 Sabel Chase Palm Beach Gardens FL 33418
McMULLIN, Peter R. 307,200 ###-##-#### 2062 N.W. 29th Road Boca Raton FL 33431
JONES, Timothy L. 120,000 ###-##-#### 2799 N.W. 7th Terr. Boca Raton FL 33434
LARKWORTHY, Peter J. 79,200 ###-##-#### 21566 E. Hollandaire Dr. Boca Raton FL 33433
DODGE, Philip L. 72,000 ###-##-#### 2299 Acorn Palm Road Boca Raton FL 33432
WASSERMAN, Jay 43,200 ###-##-#### 6795 Allegre Court Boca Raton FL 33433
SEAMAN, John J. 48,000 ###-##-#### 2161 N.W. 23rd Way Boca Raton FL 33431
NASH, Deborah J. 31,200 ###-##-#### 6875 Terra Tranquilla Dr. Boca Raton FL 33433
WASSERMAN, Robert 24,000 ###-##-#### 6855 Giralda Circle Boca Raton FL 33433
FORD, Gary 7,200 ###-##-#### 8171 Mizner lane Boca Raton FL 33433
</TABLE>
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<PAGE>
Schedule II
FORMER EMPLOYEES
Name
Betes, Robert
Betes, William
Brooks, Andrea
Clayton, Wayne
Cowan, Oliver
Dean, Veleria
Dodge, Phillip
Duffy, Robert
Dunning, Debbie
Estra, Jordan
Ford, Gary
Gaus, Anthony
Georgieva, Assia
Hille, Kathy
Jones, Timothy
Kelly, John
LaChance, Debbie
Larkworthy, Peter
Lawrence, Michelle
Lu, Benjamin
Maguire, Kathleen
McAleer, Robert
McMullin, Peter
Mix, Paul
Nash, Deborah
Plante, Jennifer
Roosevelt, William
Rubinstein, Francine
Schultz, Gerald
Seaman, John
Sweig, Neil
Treadway, Peter
Wasserman, Jay
Wasserman, Robert
Weber, Ronald
Weber, William
Zhao, Le Anne
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<PAGE>
Schedule 3.1.3
Litigation
Bernard and Annette Todrni v. Southeast Research Partners, Inc., and Ross
Appleman, NASD No. 98-03646.
The above matter is the only remaining open case against Southeast Research
Partners, Inc. ("SERP"). The Todrin arbitration was filed with the NASD and, in
November 1998, was submitted to SERP for a response. SERP filed a motion for a
more definite statement. In response to SERP's motion for a more definite
statement, claimants submitted an amended claim in February 1999. An answer was
submitted by SERP in March 1999.
Claimants allege that their account executive at SERP, Ross Appleman,
executed unsuitable transactions in their account that resulted in a loss of
$80,000. Claimants allege that SERP is liable for failure to appropriately
supervise the activity in their account.
SERP responded that the activity in their account was consistent with the
information provided on the new account documentation. In addition, SERP
asserted that Josephthal, Lyon & Ross had contractually agreed to provide SERP
with certain "back office" functions, such as compliance. SERP asserted
cross-claims against Appleman and Josephthal, Lyon & Ross for indemnification or
contribution, or both, as the case may be.
An arbitration panel has been selected but no hearing date has been
scheduled.
In addition, please be advised of the facts and circumstances surrounding
the trades executed for the Christie Group entered by Sean Boyle of the Christie
Group. Both the Christie Group and Sean Boyle failed to settle 3 transactions in
March of 1999 resulting in a loss to RPII of approximately $397,000. An
investigative case is pending.
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<PAGE>
EXHIBIT A
SPECIFIC RELEASE
WHEREAS, I, __________________________ and Research Partners
International, Inc. ("RPII") have entered into a Cessation Agreement involving
all matters presently existing between us ("Cessation Agreement");
WHEREAS, as a condition of RPII performing its obligations as provided
in the Cessation Agreement, I have agreed to execute and comply fully with the
terms and provisions of the Cessation Agreement; and
WHEREAS, the Cessation Agreement provides that I will execute and
comply fully with the terms and conditions of the General Release herein:
NOW, THEREFORE, I _________________________, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby release and forever discharge RPII and any and all of RPII's divisions,
affiliates, subsidiaries, predecessors, successors, assigns, partners, officers,
directors, trustees, employees, agents, stockholders, administrators,
representatives, attorneys, insurers or fiduciaries (hereinafter collectively
referred to as the "Releasee"), from all claims for compensation which may be
due to me from Releasee and all contracts and/or agreements, known or unknown,
which against or with Releasee, I ever had, now have or hereafter can, shall or
may have; provided, however that I do not release Releasee for monies due to me
for (i) my activities during the month of June 1999; (ii) my designated orders;
(iii) the Research Pool amount listed on the attached Exhibit A hereto, as
designated by the Executive Management; (iv) with respect to Deborah Nash, 20%
of the underwriting compensation regarding Cheap Tickets, American Classic
Voyages and Marine Drilling in excess of $1,789.88 but in an amount
substantially the same as set forth on Exhibit A and the amount regarding
Objective Communications set forth on Exhibit A; and (v) the Warrant
distribution as set forth on Exhibit A.
I understand that this Specific Release is a legally binding release
and that by signing this release, I am prevented from filing or commencing any
action, complaint, charge, grievance, arbitration or any other proceedings,
administrative or judicial, with regard to any of the claims released in this
Specific Release.
I further affirm that no statements, representations or promises have
been made to me to influence me to sign this Specific Release except as stated
in the Cessation Agreement and in this Specific Release, and that I have signed
this Specific Release of my own free will, relying entirely upon my own judgment
and after conferring with my private legal counsel, on behalf of myself and each
and every one of my dependents, heirs, executors, administrators, personal
and/or legal representatives and assigns.
I further affirm that I have read this Specific Release and have had
adequate time to consider its terms and effects and to ask any questions that I
may have of anyone, including counsel of my own choosing, and that I have
executed this Specific Release voluntarily and with full understanding of its
terms and effects.
I further affirm that no fact, evidence, event or transaction currently
unknown to me but which hereafter may become known to me shall affect in any way
or manner the final and unconditional nature of this Specific Release.
Dated: _________________, 1999 _______________________________
Signature
_______________________________
Print Name
<PAGE>
Exhibit B
[Date]
Research Partners International, Inc.
One State Street Plaza
New York, NY 10004
Southeast Research Partners, Inc.
2101 Corporate Boulevard
Suite 402
Boca Raton, FL 33431
Dear Sirs:
Effective immediately, the undersigned hereby resigns as an officer and/or
director of Research Partners International, Inc. and all of its affiliates,
including Southeast Research Partners, Inc.
Very truly yours,
/s/ Robert McAleer
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Robert McAleer
<PAGE>
Exhibit B
[Date]
Research Partners International, Inc.
One State Street Plaza
New York, NY 10004
Southeast Research Partners, Inc.
2101 Corporate Boulevard
Suite 402
Boca Raton, FL 33431
Dear Sirs:
Effective immediately, the undersigned hereby resigns as an officer and/or
director of Research Partners International, Inc. and all of its affiliates,
including Southeast Research Partners, Inc.
Very truly yours,
/s/ Peter R. McMullin
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Peter R. McMullin
Exhibit 99.1
<PAGE>
R E S E A R C H P A R T N E R S
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I N T E R N A T I O N A L , I N C.
FOR IMMEDIATE RELEASE Contact:Peter R. Kent
Chief Operating Officer
Research Partners
International, Inc.
(212) 208-6647
Research Partners International, Inc. Sells Certain Assets of Southeast Research
Partners, Inc. To Ryan, Beck & Co., Inc.
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New York, New York, June 28, 1999 - Research Partners International, Inc.
(NASDAQ NMS: RPII) announced today that it has sold certain assets of Southeast
Research Partners, Inc., including the Southeast Research Partners name, to
Ryan, Beck & Co., Inc., a subsidiary of BankAtlantic Bancorp Inc., a thrift
holding company. Southeast Research Partners, a wholly owned subsidiary of RPII,
is a research and institutional brokerage boutique, located in Boca Raton and
Palm Beach, Florida, Boston, Massachusetts and New York City.
Receiving $1,915,000 in consideration, through a combination of $875,000 of cash
and the return of approximately $1,040,000 of RPII preferred stock, Research
Partners International will continue to have access to Southeast Research
Partners' research product for use by its retail force and over the Internet.
"The sale of Southeast Research Partners represents a continuation of our
efforts to refocus our business and enhance our profitability," said David
Nussbaum, Chairman and CEO of Research Partners International. "We will continue
to have access to Southeast's superior research product, without the ongoing
fixed cost structure related to an institutional research department," continued
Nussbaum.
The Company, through its remaining three primary operating subsidiaries, GKN
Securities Corp., Shochet Securities, Inc. and Research Partners International
AG (Switzerland) is primarily engaged in investment banking, securities
brokerage and securities trading, with an emphasis on small- and
mid-capitalization companies. Headquartered in New York City, the Company
maintains operations in New York, Connecticut, Florida and Zurich, Switzerland.
This press release contains forward-looking statements by the Company that
involve risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements. Such risks
and uncertainties are described in the Company's periodic filings with the SEC
and its Registration Statement on Form S-1, as amended.
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ONE STATE STREET PLAZA o NEW YORK, NY 10004
212 - 208 - 6500 o 800 - 338 - 8964 o F A X 212 - 809 - 6189
