UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
COMPUTONE CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
20562D-20-8
(CUSIP Number)
Richard A. Hansen
259 Radnor-Chester Road
Radnor, PA 19087
(610) 254-8890
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 27, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 20562D-20-8 Page 2 of 68 Pages
---------------- ----- -----
- ---------------------------- ------------------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Hansen
S.S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
N/A
(a) ______
(b) ______
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3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
N/A
-----
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
1,721,263 shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------
8 SHARED VOTING POWER
0 shares
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,721,263 shares
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,721,263 shares
- ----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
The total in Row (11) excludes 4,167 shares owned by the spouse of Mr. Hansen.
Mr. Hansen disclaims beneficial ownership of such 4,167 shares.
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- ----------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
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CUSIP No. 20562D-20-8 Page 3 of 68 Pages
---------------- ------ -----
- ---------------------------- ------------------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank J. Campbell
S.S. No. ###-##-####
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
N/A
(a) ______
(b) ______
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
N/A
-----
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
6,001 shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------
8 SHARED VOTING POWER
0 shares
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,001 shares
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,001 shares
- ----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
N/A
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.001%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- ----------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
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CUSIP No. 20562D-20-8 Page 4 of 68 Pages
---------------- ----- -----
- ---------------------------- ------------------------------
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pennsylvania Merchant Group Ltd
I.R.S. I.D. No. 23-2427412
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
N/A
(a) ______
(b) ______
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
N/A
-----
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
112,095 shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------
8 SHARED VOTING POWER
0 shares
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
112,095 shares
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,095 shares
- ----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
The 112,095 shares reported in Row (11) excludes, pursuant to Rule
13d-1(b)(1), shares of the Issuer held by the Reporting Person, which is a
registered broker-dealer, in the conduct of its activities as a market-maker in
the Common Stock of the Issuer. Such position does not exceed 5% of the
outstanding Common Stock of the Issuer.
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
BD
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<PAGE>
SCHEDULE 13D
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CUSIP No. 20562D-20-8 Page 5 of 68 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PMG Investors, Inc.
I.R.S. I.D. No. 23-2429760
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
N/A
(a) ______
(b) ______
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
N/A
-----
- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
0 shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------
8 SHARED VOTING POWER
0 shares
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0 shares
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
- ----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
N/A
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- ----------------------------------------------------------------------
<PAGE>
Background of This Amendment
On March 15, 1991, Pennsylvania Merchant Group Ltd, a Delaware
corporation that is a registered broker-dealer ("PMG"), PMG Investors, Inc., a
Pennsylvania corporation ("PMGI"), Richard A. Hansen, an individual, Frank J.
Campbell, an individual and Robert F. Irwin, IV, an individual (referred to
herein individually as a "Reporting Person" and collectively as the "Reporting
Persons") filed a statement on Schedule 13D (the "Original Filing") to report
the purchase by PMG Investors, Inc. (the "Purchaser") of a Note (the "Note") of
Computone Corporation (the "Issuer") due August 31, 1992 in the aggregate
principal amount of $2,148,000, the principal of which Note was currently
convertible at an initial conversion price of $.50 per share into the Common
Stock, $.01 par value (the "Common Stock") of the Issuer which was at that time
named World-Wide Technology Inc. and an immediately exercisable warrant (the
"Warrant") to purchase 215,000 shares of the Issuer's Common Stock. The
Purchaser purchased the Note and the Warrant pursuant to a Note and Warrant
Purchase Agreement (the "Purchase Agreement"), a copy of which was filed as
Exhibit A to the Original Filing. As a result of the Purchaser's acquisition of
the Note and the Warrant pursuant to the Purchase Agreement, the Purchaser and
each of the other Reporting Persons have acquired beneficial ownership of more
than 5% of the Issuer's outstanding Common Stock.
The Original Filing was amended by an Amendment No. 1 which was filed
on May 1, 1991 to amend the information provided in the Original Filing with
respect to Richard A. Hansen's beneficial ownership of shares of Common Stock of
the Issuer.
Amendment No. 2 to the Original Filing was filed on June 17, 1991 (i)
to amend information provided in the Original Filing with respect to Frank J.
Campbell's beneficial ownership of shares of Common Stock of the Issuer, (ii) to
report the acquisition by the Purchaser of additional beneficial ownership of
shares of Common Stock of the Issuer and (iii) to report that PMG had begun to
make a market in the Issuer's Common Stock.
Amendment No. 3 to the Original Filing was filed on December 23, 1991
to report, among the other matters disclosed in Item 4 of the Amendment No. 3,
the acquisition by the Purchaser of shares of the Issuer's Common Stock pursuant
to (i) the exchange of a promissory note of the Issuer for Common Stock of the
Issuer and (ii) the conversion of a convertible note of the Issuer into Common
Stock of the Issuer.
This Amendment No. 4 to Schedule 13D is being filed to report
that (i) PMGI has ceased to be the beneficial owner of more than 5% of
the outstanding Common Stock of the Issuer and (ii) to reflect certain
changes in the beneficial ownership of the Common Stock of the Issuer
by Richard A. Hansen, Frank J. Campbell and PMG. Because this Amend-
ment No. 4 to Schedule 13D constitutes the first Schedule 13D filing
<PAGE>
by the Reporting Persons since the Issuer became subject to the EDGAR filing
requirements, this Amendment No. 4 to Schedule 13D amends and restates in its
entirety the prior Schedule 13D filings by the Reporting Persons pursuant to
Rule 101(a)(2)(ii) of Regulation S-T.
The information provided in the Original Filing and each amendment
thereto with respect to each Reporting Person and its partners, directors,
executive officers and controlling persons, if any, has been provided solely by
that Reporting Person, and no Reporting Person is responsible for the accuracy
and completeness of the information included herein about any Reporting Person
other than itself and its partners, directors, executive officers and
controlling persons.
Item 1. Security and Issuer.
This Statement relates to the Common Stock of the Issuer, a Delaware
corporation. The principal executive office of the Issuer is located at Suite
150, 1100 Northmeadow Parkway, Roswell, Georgia 30076.
Item 2. Identity and Background.
On March 5, 1991, for a purchase price of $2,150,000, the Issuer sold,
issued and delivered to the Purchaser: (i) the Note due August 31, 1992 in the
aggregate principal amount of $2,148,000, the principal amount of which Note was
convertible by the Purchaser into Common Stock of the Issuer at an initial
conversion price of $.50 per share and (ii) the Warrant to purchase 215,000
shares of Common Stock of the Issuer in a transaction intended to be exempt from
registration under the Securities Act of 1933, as amended, by virtue of Section
4(2) thereof. The purchases by the Purchaser were made pursuant to the Purchase
Agreement between the Issuer and the Purchaser, a copy of which was filed as
Exhibit A to the Original Filing.
As a result of the Purchaser's acquisition of the Note and Warrant
pursuant to the Purchase Agreement, the Purchaser and each of the other
Reporting Persons have acquired beneficial ownership of more than 5% of the
Issuer's outstanding Common Stock and consequently were required to file a
statement under Section 13(d)(1) of the Securities Exchange Act of 1934, as
amended, and the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Exhibit B to the Original Filing sets forth the name of each Reporting
Person and the information required by Item 2 of Schedule 13D about the identity
and background of that Reporting Person and its partners, directors, executive
officers and controlling persons, if any, supplied by such Reporting Person.
<PAGE>
Neither the Reporting Persons nor, to the best of each Reporting
Person's knowledge, none of such Reporting Person's officers, directors,
partners and controlling persons identified in Exhibit B has, during the last 5
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. All of
the Reporting Persons and the officers, directors, partners and controlling
persons of such Reporting Persons are United States citizens, except as
otherwise indicated.
Item 3. Source and Amounts of Funds or Other Consideration.
The Original Filing reported that the funds used by the
Purchaser to purchase the Note and the Warrant were made available by
Metallgesellschaft Corp. ("MG"), an investor in PMG, the parent corporation of
the Purchaser.
Amendment No. 1 to the Original Filing reported that Richard
A. Hansen's wife purchased 25,000 shares of Common Stock on February 6, 1991 for
a purchase price of $.40 per share. The funds used to make this purchase were
Mr. Hansen's wife's personal funds. Amendment No. 1 to the Original Filing also
reported that Mr. Hansen purchased 50,000 shares of Common Stock on January 24,
1991 for a purchase price of $.38 per share. The funds used to make this
purchase were Mr. Hansen's personal funds.
Amendment No. 2 to the Original Filing reported that as
additional consideration for certain advances made by the Purchaser to the
Issuer under the terms of a loan agreement between the Purchaser and the Issuer,
the Issuer issued warrants to the Purchaser to purchase a total of 100,000
shares of Common Stock of the Issuer at a purchase price of $.75 per share (the
"Commitment Warrants"), and will issue to each of the Purchaser's designees
warrants to purchase 25,000 shares of Common Stock of the Issuer at a purchase
price of $.75 per share.
Amendment No. 3 to the Original Filing reported that the
funds that the Purchaser used (i) to purchase the Note and the Warrant
described in subsection D(A) of Item 4 hereof, (ii) to make certain of
the advances described in subsection D(B) of Item 4 hereof and
(iii) to purchase the Supplier Note described in subsection B of Item
4 hereof, were provided to the Purchaser by MG, an investor in PMG,
the parent corporation of the Purchaser, pursuant to a Term Note
Agreement dated as of March 5, 1991 between PMG and MG, a copy of
which was filed as Exhibit F to Amendment No. 3. The advances of
<PAGE>
funds from MG to the Purchaser for the purposes described above are collectively
referred to herein as the "Loan".
As collateral security for the Loan, the Purchaser agreed to
pledge to MG (i) the 4,296,000 shares of the Issuer's Common Stock issued to the
Purchaser upon conversion of the Note, and (ii) the 500,000 shares of the
Issuer's Common Stock issued to the Purchaser upon exchange of the Supplier
Note.
On December 27, 1995, Jaguar Inc., a Delaware corporation
("Jaguar"), that theretofore had owned the two outstanding shares of capital
stock of Brisco Investments Limited, an Isle of Man corporation ("Brisco"),
which had theretofore owned 2,619,266 shares of Common Stock of the Issuer,
pursuant to an Agreement to Release Pledged Collateral dated as of December 20,
1995 among Primary Holdings Limited, a Bermuda corporation ("PHL"), which had
become the holder of a promissory note of Jaguar (the "Jaguar Note"), Jaguar and
Richard A. Hansen, acting on behalf of himself and Thomas J. Anderson and
William C. Lovely pursuant to a December 20, 1995 agreement among the Issuer,
Jaguar, Richard A. Hansen, John D. Freitag, Thomas J. Anderson and William C.
Lovely, sold 2,619,266 shares of Common Stock of the Issuer and two shares of
Common Stock of Brisco in consideration of a prepayment of $750,000 in cash on
the Jaguar Note. For further information, reference is made to the Agreement to
Release Pledged Collateral and the December 20, 1995 agreement among the Issuer,
Jaguar, Richard A. Hansen, John D. Freitag, William C. Lovely and Thomas J.
Anderson, copies of which are filed as Exhibits H and I hereto.
The names of the purchasers of the 2,619,266 shares of the
Issuer, the number of shares purchased by each and the amount paid by each is as
follows:
<TABLE>
<CAPTION>
Name of Purchaser Number of Shares Purchased Amount Paid
----------------- -------------------------- -----------
<S> <C> <C>
David S. Allsopp 200,000 $57,200
Frank J. Campbell III and 150,000 42,900
Richard A. Hansen, Trustees
Under Trust U/W of
Jane D. Campbell
Judith W. Campbell 150,000 42,900
Richard A. Hansen 653,266 186,834
Thomas J. Anderson 866,000 247,676
William C. Lovely 200,000 57,200
Peter S. Rawlings 100,000 28,600
Sarah P. Rawlings 100,000 28,600
Joseph T. Simon and 100,000 28,600
Linda D. Simon JTWROS
William M. Simon 100,000 28,600
</TABLE>
Each of the purchasers paid cash, the source of which was his or
her personal funds, with the exception of Thomas J. Anderson and
<PAGE>
William C. Lovely. Mr. Anderson and Mr. Lovely each borrowed the full amount
used to purchase the shares he purchased from Richard A. Hansen and delivered a
promissory note to Mr. Hansen payable on demand after June 30, 1996 as well as a
pledge agreement pledging the shares purchased by each as security for payment
of his promissory note. The pledged shares are being held in custody by
Frederick W. Dreher. For further information, reference is made to such
promissory notes and pledge agreements, copies of which are filed as Exhibits J,
K, L and M hereto.
On December 29, 1995, the Purchaser sold 1,041,829 shares of Common
Stock of the Issuer for $302,130 pursuant to a Stock Purchase Agreement dated as
of December 21, 1995 between PMGI and Richard A. Hansen, a copy of which is
filed as Exhibit N hereto. Mr. Hansen paid for the shares by delivery of an
unsecured promissory note. The note, which is due on June 30, 1996, provides for
the payment of interest on the unpaid principal at the prime rate. For further
information, reference is made to the note, a copy of which is filed as Exhibit
O hereto.
Effective December 20, 1995, each of John D. Freitag and William
C. Lovely converted 100,000 shares of Series D Convertible Preferred Stock of
the Issuer into 75,000 shares of Common Stock of the Issuer in accordance with
the terms of such Series D Convertible Preferred Stock and as contemplated by
the December 20, 1995 agreement among the Issuer, Jaguar, John D. Freitag,
Thomas J. Anderson, William C. Lovely and Richard A. Hansen.
Effective December 20, 1995, the Issuer granted John D. Freitag an
option to purchase 100,000 shares of Common Stock of the Issuer at a price of
$1.00 per share in consideration of his agreement to render consulting services
to the Issuer. The option is exercisable from June 20, 1996 until December 31,
2001. See also Item 6 hereof.
Item 4. Purpose of Transaction.
The Original Filing reported that the Note and Warrant
acquired by the Purchaser pursuant to the Purchase Agreement and any shares that
may in the future be issued pursuant to the conversion of such Note or the
exercise of such Warrant have been and will be acquired solely for the purpose
of investment and not with a view to acquiring control of the Issuer. One or
more of the Reporting Persons may, however, from time to time determine to
purchase additional shares of the Issuer's Common Stock on the open market, in
negotiated transactions, or otherwise.
No Reporting Person has any plans or proposals of the type
described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as
stated below.
<PAGE>
A. Disposition of Issuer's Securities, Recapitalization, Asset
Sales. Pursuant to a letter agreement (the "Lock-Up Agreement") dated March 5,
1991, Thomas P. Tanis, Sr., Chairman and Chief Executive Officer of the Issuer,
Thomas P. Tanis, Jr., an executive officer and director of the Issuer, Ronald W.
Johnston, an executive officer of the Issuer, and First Philadelphia Corporation
have agreed not to sell any shares of Common Stock of the Issuer which they own
without the prior written consent of PMG, the parent corporation of the
Purchaser. Pursuant to a letter agreement (the "Letter Agreement") dated March
5, 1991, the Issuer has agreed to (i) use its best efforts to obtain "lock-up
agreements" similar to the Lock-Up Agreement referred to above from its
remaining executive officers and directors, and (ii) effect a reverse split of
its Common Stock at PMG's request and in such ratio as the Issuer and PMG shall
agree in good faith. The Lock-Up Agreement was filed as Exhibit C to the
Original Filing, and the Letter Agreement was filed as Exhibit D to the Original
Filing, and both were thereby incorporated therein by reference in their
entirety. The Purchaser and PMG may also consult with, and provide advice to,
the Issuer with respect to possible asset dispositions.
B. Directorship. In Section 4.1(b) of the Purchase Agree-
ment, the Issuer agreed that the Purchaser shall have the right to
designate two members of the Issuer's Board of Directors; and the
Issuer agreed to establish a Compensation Committee of its Board of
Directors, consisting of three members, of which one shall be a Board
member designated by the Purchaser.
C. Extraordinary Corporate Transactions; Dividends; Repurchases;
Amendment of Certificate of Incorporation. In Section 4.2 of the Purchase
Agreement, the Issuer agreed that, so long as the Purchaser continues to own 50%
of the number of shares into which the Note is convertible, the Issuer will not,
without the prior written consent of the Purchaser:
(i) (A) Merge or consolidate with or into, or permit any
subsidiary to merge or consolidate with or into, any other corporation or other
entity or entities; (B) reorganize, dissolve or liquidate, or adopt any plan of
reorganization, dissolution or liquidation; (C) sell, assign or otherwise
dispose of all or any substantial portion of its assets or (D) acquire all or
any substantial portion of the voting stock or assets of another corporation or
other entity or entities;
(ii) Declare or pay any dividend payable in cash or other
property or make or authorize any other distribution, directly or indirectly,
on any class of its capital stock;
(iii) Except as required or permitted by the Purchase
Agreement: (A) create, authorize or issue any additional shares of
capital stock, or any rights to acquire any shares of capital stock or
<PAGE>
any other security or (B) repurchase any shares of its capital stock;
or
(iv) Amend its Certificate of Incorporation or By-laws.
D. Registration Rights. Pursuant to Section 6 of the Purchase
Agreement, the Issuer is obligated under certain circumstances to file on behalf
of the registered holders of the securities issued by the Issuer pursuant to the
Purchase Agreement (which are defined in the Purchase Agreement as "Registration
Stock") a registration statement under the Securities Act of 1933 (the
"Securities Act") registering some or all of the Registration Stock with the
Securities and Exchange Commission for sale in a public offering and to use its
best efforts to register or qualify such Registration Stock for sale in such
public offering under applicable state securities laws. Section 6 also affords
certain "piggyback" registration rights to such registered holders to include
such Registration Stock on a registration statement proposed to be filed by the
Issuer under the Securities Act. The Purchaser or the other holders from time to
time of the Registration Stock may exercise one or more of their registration
rights in the future.
Amendment No. 1 to the Original Filing reported that the
Common Stock purchased by Richard A. Hansen and Mr. Hansen's wife was
acquired by each of them for investment purposes.
Amendment No. 2 to the Original Filing reported that the Purchaser
has acquired beneficial ownership of the shares of Common Stock of the Issuer
indicated in Item 5 below as beneficially owned by the Purchaser (including
those shares issuable upon exercise of the Commitment Warrants) solely for the
purpose of investment and not with a view to acquiring control of the Issuer.
From time to time the Issuer consults with PMG, the parent corporation and sole
shareholder of the Purchaser, on various matters involving the Issuer's company
policy and direction.
PMG, a registered broker/dealer, has begun to make a market in the
Issuer's Common Stock.
The shares of Common Stock indicated in Item 5 hereof as directly
owned by Frank J. Campbell were acquired by Mr. Campbell for investment
purposes.
Amendment No. 3 to the Original Filing reported that:
A. Conversion of Note
As reported in the Original Filing, as amended, in March 1991 the
Issuer sold to the Purchaser the Note and the Warrant. On December 27, 1991, the
Purchaser converted the Note pursuant to its terms into 4,296,000 shares of the
Issuer's Common Stock.
<PAGE>
B. Supplier Note Purchase and Exchange
In September 1991, for a purchase price of approximately
$1,940,978, the Purchaser purchased from a supplier of the Issuer a promissory
note dated as of October 26, 1990 (the "Supplier Note") originally issued by the
Issuer to the supplier in the original principal amount of $2,269,422.76. On
December 23, 1991, pursuant to a Note Conversion Agreement dated as of December
23, 1991 between the Issuer and the Purchaser (the "Note Conversion Agreement"),
a copy of which was filed as Exhibit G to Amendment No. 3, the Purchaser
returned the Supplier Note to the Issuer for cancellation and received in
exchange therefor 500,000 shares of the Issuer's Common Stock. The Note
Conversion Agreement provides certain registration rights with respect to the
Common Stock issued to the Purchaser in this transaction.
C. Private Placement
PMG served as placement agent in connection with the private
placement by the Issuer of 1,900,000 shares of Common Stock on or about December
19, 1991, pursuant to a Private Placement Memorandum dated November 27, 1991.
Frank J. Campbell, a Reporting Person, purchased 21,000 shares of Common Stock
in the private placement transaction for a purchase price of $4.00 per share.
D. Issuance of Designee Commitment Warrants
As reported in the Original Filing, as amended, as additional
consideration for certain advances made by the Purchaser to the Issuer under the
terms of a loan agreement between the Purchaser and the Issuer, the Issuer
issued the Commitment Warrants to the Purchaser. In addition to the Commitment
Warrants, the Issuer issued warrants to purchase a total of 80,000 shares of
Common Stock to designees of the Purchaser.
The Purchaser, and each of the other persons listed in the chart
in Item 5, has acquired beneficial ownership of the shares of Common Stock of
the Issuer indicated in Item 5 as beneficially owned by such person for the
purpose of investment.
PMG, the parent corporation and sole shareholder of the Purchaser,
continues to consult with the Issuer on various matters involving the Issuer's
company policy and direction.
PMG, a registered broker/dealer, continues to make a market in the
Issuer's Common Stock.
Each of the purchasers of the Common Stock of the Issuer in December
1995 made such purchase because he or she believes the purchase of the Common
Stock of the Issuer represents an attractive long-term investment opportunity.
<PAGE>
As of the date of this Statement, and except as described in this Item
and Item 6 hereof, none of the purchasers of the Common Stock of the Issuer in
December 1995 has any plans or proposals which relate to or would result in:
(a) the acquisition or disposition by any person of additional
securities of the Issuer, with the possible exception of the
possible exercise of outstanding options or warrants to
purchase Common Stock of the Issuer held by such persons;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board, except as described in Item 6 hereof;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock of the
Issuer and the percentage of the outstanding Common Stock of the Issuer
beneficially owned as of the date of this Statement by each of the persons named
in Item 3 hereof and with respect to any person who,
<PAGE>
together with any person named in Item 3 hereof, might be deemed to comprise a
group within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, is as follows:
<TABLE>
<CAPTION>
Percentage of
Number of Shares Outstanding
Name Beneficially Owned Common Stock
---- ------------------ ------------
<S> <C> <C>
Jaguar Inc. 66,932 1.1%
Brisco Investments Limited -0- -0-
John D. Freitag 383,854 6.06
William C. Lovely 300,000 4.8
Thomas J. Anderson 1,016,000 16.0
Richard A. Hansen 1,721,263 27.7
Frank J. Campbell 6,001 0.001
Pennsylvania Merchant Group Ltd 112,095 1.8
PMG Investors Inc. -0- -0-
David S. Allsopp 200,000 3.2
Frank J. Campbell III and 150,000 2.4
Richard A. Hansen Trustees
of Trust U/W of Jane D. Campbell
Judith W. Campbell 150,000 2.4
Peter S. Rawlings 100,000 1.6
Sarah P. Rawlings 100,000 1.6
Joseph T. Simon and 100,000 1.6
Linda D. Simon JTWROS
William M. Simon 100,000 1.6
</TABLE>
(b) Each of the persons named in paragraph (a) of this Item 5
has the sole right to vote or to direct the vote, and the sole power to dispose,
or to direct the disposition, of the shares of Common Stock of the Issuer owned
by such person.
(c) None of the persons named in paragraph (a) of this Item 5
has effected any transactions in the Common Stock of the Issuer during the past
60 days, except as reported in this Statement and except for transactions by
PMG, a registered broker-dealer, in its capacity as a market-maker in the Common
Stock of the Issuer.
(d Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Pursuant to the December 20, 1995 agreement among the Issuer,
Jaguar, John D. Freitag, Richard A. Hansen, Thomas J. Anderson and
William C. Lovely, the Issuer and Messrs. Freitag, Hansen, Anderson
and Lovely have contracts, arrangements, understandings or relation-
<PAGE>
ships with respect to the Common Stock of the Issuer owned by such persons as
follows:
(a) the purchase by Richard A. Hansen and his designees of 2,619,266
shares of the Issuer's Common Stock for $750,000 in cash of which the right to
purchase 866,000 shares would be assigned to Thomas J. Anderson and the right to
purchase 200,000 shares would be assigned to William C. Lovely;
(b) the delivery of notes by Thomas J. Anderson and William C. Lovely
to evidence their obligation to repay to Richard A. Hansen the funds he loaned
to them in respect of their purchase of the Issuer's shares which notes would be
secured by a pledge of the Issuer's shares purchased;
(c) an acknowledgement that Jaguar would continue to be the owner of
66,932 shares of the Issuer's Common Stock;
(d) the filing of a registration statement by the Issuer not later than
February 1, 1996 for the purpose of registering under the Securities Act of
1933, as amended, the shares of the Issuer's Common Stock purchased from Jaguar
as well as shares of the Issuer's Common Stock acquired by Messrs. Lovely and
Freitag upon conversion of their Series D Convertible Preferred Stock of the
Issuer;
(e) the conversion by John D. Freitag and William C. Lovely of all of
their shares of the Issuer's Series D Convertible Preferred Stock and the
Issuer's agreement to pay, not later than June 30, 1996, all of the accrued but
unpaid dividends, on the Series D Convertible Preferred Stock from the date of
issuance thereof through the date of conversion;
(f) the holding of an annual meeting of the stockholders of the Issuer
not later than July 1, 1996 for the purpose of electing directors of the Issuer
of whom three shall be designated by Thomas J. Anderson, of whom three shall be
designated by Richard A. Hansen and of whom one shall be a person mutually
acceptable to the three Anderson designees and the three Hansen designees;
(g) the grant to John D. Freitag, in consideration of his agreement to
render consulting services to the Issuer after his retirement as the Issuer's
Chairman of the Board on April 1, 1996, of an option to purchase 100,000 shares
of the Issuer's Common Stock at a price of $1.00 per share and the filing of a
registration statement for the purpose of registering such shares under the
Securities Act of 1933, as amended, not later than December 31, 1996 and the
agreement of the Issuer, to the extent that the value of such 100,000 shares of
Common Stock is less than $350,000 on January 1, 1997, to pay to John D. Freitag
the difference between such January 1, 1997 value and $350,000 in five equal
annual installments commencing on June 30, 1997 and each succeeding June 30
until paid in full; and
<PAGE>
(h) the Issuer's agreement to use its best efforts to cause the release
of John D. Freitag as guarantor of any loan or credit arrangements between the
Issuer and NationsBank, including the termination of any pledges by Mr. Freitag
securing such guarantee.
Item 7. Materials to be filed as Exhibits.
Exhibit A(1) Copy of Purchase Agreement between World-Wide
Technology Inc. and PMG Investors, Ltd.
Exhibit B(1) Information about the Identity and Background
of Reporting Persons
Exhibit C(1) Letter Agreement between the World-Wide Tech-
nology Inc. and Pennsylvania Merchant Group Ltd
Exhibit D(1) Lock-Up Agreement
Exhibit E(1) Agreement Regarding Joint Filing
Exhibit F(3) Term Note Agreement dated as of March 5, 1991
between PMG Investors, Ltd. and Metallgesell-
schaft Corp.
Exhibit G(3) Form of Note Conversion Agreement dated as of
December 23, 1991 between the Issuer and PMG
Investors, Ltd
Exhibit H Agreement to Release Pledged Collateral dated
as of December 20, 1995 among Jaguar Inc.,
Richard A. Hansen and Primary Holdings Limited
Exhibit I Agreement dated as of December 20, 1995 among
Jaguar Inc., Computone Corporation, John D.
Freitag, Thomas J. Anderson, William C. Lovely
and Richard A. Hansen
Exhibit J Promissory Note dated as of December 20, 1995
of Thomas J. Anderson payable to Richard A.
Hansen
Exhibit K Pledge Agreement dated as of December 20, 1995
of Thomas J. Anderson in favor of Richard A.
Hansen
Exhibit L Promissory Note dated as of December 20, 1995
of William C. Lovely payable to Richard A.
Hansen
<PAGE>
Exhibit M Pledge Agreement dated as of December 20, 1995
of William C. Lovely in favor of Richard A.
Hansen
Exhibit N Stock Purchase Agreement dated as of December
21, 1995 between PMG Investors, Inc. and
Richard A. Hansen
Exhibit O Promissory Note dated as of December
21, 1995 of Richard A. Hansen payable to
PMG Investors, Inc.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete,
and correct.
Dated: January 5, 1996 /s/ Richard A. Hansen
---------------------
Richard A. Hansen
PENNSYLVANIA MERCHANT GROUP LTD
Dated: January 5, 1996 By:/s/ Richard A. Hansen
------------------------
Richard A. Hansen, President
PMG INVESTORS, INC.
Dated: January 5, 1996 By:/s/ Richard A. Hansen
----------------------
Richard A. Hansen, President
Dated: January 5, 1996 /s/ Frank J. Campbell
---------------------
Frank J. Campbell
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
-------------
Page
Exhibit Exhibit Name Number
- ------- ------------ ------
<S> <C> <C>
Exhibit A(1) Copy of Purchase Agreement between World-
Wide Technology Inc. and PMG Investors,
Ltd.
Exhibit B(1) Information about the Identity and
Background of Reporting Persons
Exhibit C(1) Letter Agreement between World-Wide
Technology Inc. and Pennsylvania Merchant
Group Ltd
Exhibit D(1) Lock-Up Agreement
Exhibit E(1) Agreement Regarding Joint Filing.
Exhibit F(3) Term Note Agreement dated as of March 5,
1991 between PMG Investors, Ltd. and
Metallgesellschaft Corp.
Exhibit G(3) Form of Note Conversion Agreement dated
as of December 23, 1991 between the
Issuer and PMG Investors, Ltd
Exhibit H Agreement to Release Pledged Collateral 22
dated as of December 20, 1995 among
Jaguar Inc., Primary Holdings Limited
and Richard A. Hansen
Exhibit I Agreement dated as of December 20, 1995 40
among Jaguar Inc., Computone Corporation,
John D. Freitag, Thomas J. Anderson,
William C. Lovely and Richard A. Hansen
Exhibit J Promissory Note dated as of December 20, 47
1995 of Thomas J. Anderson payable to
Richard A. Hansen
Exhibit K Pledge Agreement dated as of December 20, 50
1995 of Thomas J. Anderson in favor of
Richard A. Hansen
Exhibit L Promissory Note dated as of December 20, 56
1995 of William C. Lovely payable to
Richard A. Hansen
<PAGE>
Exhibit M Pledge Agreement dated as of December 20, 59
1995 of William C. Lovely in favor of
Richard A. Hansen
Exhibit N Stock Purchase Agreement dated as of 65
December 21, 1995 between PMG Investors,
Inc. and Richard A. Hansen
Exhibit O Promissory Note dated as of December 21, 68
1995 of Richard A. Hansen payable to PMG
Investors, Inc.
</TABLE>
- ---------------
(1) Filed as an exhibit to the Original Filing made prior to the
Issuer's status as an electronic filer.
(3) Filed as an exhibit to Amendment No. 3 to this Schedule 13D
filing made prior to the Issuer's status as an electronic filer.
<PAGE>
EXHIBIT H
AGREEMENT TO RELEASE PLEDGED COLLATERAL
This Agreement to Release Pledged Collateral (this "Agreement") dated
as of December 20, 1995, is made and entered into by and among Primary Holdings
Limited, a Bermuda corporation ("PHL"), Jaguar Inc., a Delaware corporation
("Jaguar"), and Richard M. Hansen ("Hansen").
W I T N E S S E T H:
Whereas, in consideration of the acquisition of all of the issued and
outstanding shares of capital stock of Brisco Investments Limited, an Isle of
Man corporation ("Brisco"), by Jaguar on September 10, 1993, Jaguar has
previously executed and delivered a Promissory Note dated as of September 10,
1993 (the "Note"), in the original principal amount of US$14.1 million and
payable to the holder thereof (the "Holder");
Whereas, pursuant to the Pledge Agreement dated as of September 10,
1993, made by Jaguar in favor of the Holder, Jaguar granted and pledged to the
Holder, as security for the indebtedness evidenced by the Note, a security
interest in all of the issued and outstanding shares of capital stock of Brisco
owned by Jaguar;
Whereas, pursuant to the Pledge Agreement dated as of September 10,
1993, made by Jaguar and Brisco in favor of the Holder, Jaguar and Brisco
granted and pledged to the Holder, as security for the indebtedness evidenced by
the Note, a security interest in all of the shares of common stock, US$.01 par
value per share ("Common Stock"), of Computone Corporation, a Delaware
corporation ("Computone"), held by Brisco and a certain Note dated as of
November 3, 1992 (the "Computone Note"), in the original principal amount of
US$500,000 convertible into shares of Common Stock (both of those Pledge
Agreements collectively referred to as the "Pledge Agreements");
Whereas, US$490,000 of the outstanding indebtedness represented by the
Computone Note has been heretofore converted into shares of Common Stock;
Whereas, Hansen desires to purchase all of the shares of the capital
stock of Brisco and the Computone Note and all of the shares of Common Stock
held by Brisco (the "Shares") for $US750,000;
Whereas, PHL is the valid successor to the Holder and has all of the
rights, powers and privileges granted to the Holder under the Note and the
Pledge Agreements;
Whereas, to effect the sale, Jaguar, as Maker of the Note, desires for
PHL, as Holder of the Note, to release and relinquish its security interest in
the pledged shares of the capital stock of Brisco, the Common Stock and the
Computone Note (all of such collec-
-1-
<PAGE>
tively referred to as the "Collateral") under the Pledge Agreements in
consideration for the receipt of US$750,000 in cash from or on behalf of Jaguar
as a partial prepayment of the Note (the "Prepayment");
Now, Therefore, in consideration of the premises, the mutual agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Release.
(a) Subject to the terms and conditions of this Agreement,
PHL, as Holder of the Note, agrees for itself and its respective successors,
assigns and affiliates to release its security interest in the Collateral under
the Pledge Agreements in consideration for receipt of the Prepayment of the Note
by Jaguar. Such release of security interest will be effected pursuant to a
Release of Security Interest, a form of which is attached hereto as Exhibit A
(the "Release"), and the delivery of the Collateral to Hansen at the direction
of Jaguar in consideration of the Prepayment.
(b) Jaguar and PHL hereby agree that the Prepayment shall be
deemed a partial payment under the terms of the Note. The remaining principal,
and interest, if any, due under the Note shall remain outstanding and due
pursuant to the terms of the Note. The Prepayment in no way will relieve or
release Jaguar from any of its other obligations under the Note.
2. Representations and Warranties.
(a) Jaguar represents and warrants to PHL, as Holder of the
Note, that the following is true and correct, and covenants with PHL, as Holder
of the Note, as follows:
(i) Neither Jaguar nor Brisco has previously assigned
or transferred, or purported to assign or transfer, to any person or
entity whatsoever any of the Collateral to be released hereby.
(ii) An authorized officer of Jaguar has read and
understands all of the provisions of this Agreement, Jaguar has been
represented, or has been given the opportunity to be represented, by
legal counsel of its own choosing in connection with the negotiation,
execution and delivery of this Agreement and any additional instruments
related to this Agreement.
(iii) Jaguar is a corporation duly organized and
existing under, and by virtue of, the laws of the State of Delaware and
is in good standing under those laws. Jaguar has the requisite
corporate power to execute and deliver this Agreement and perform its
obligations hereunder.
-2-
<PAGE>
(iv) All corporate action on the part of Jaguar and
Brisco, and their respective directors and shareholders necessary for
the authorization, execution, delivery and performance of this
Agreement by Jaguar and the performance of its obligations hereunder
has been taken. As of Closing, all corporate action on the part of
Jaguar and Brisco, and their respective directors and shareholders
necessary for the authorization, execution, delivery and performance of
documentation to effect the sale of the Collateral to Hansen by Jaguar
will have been taken. This Agreement, when executed and delivered by
Jaguar shall constitute a valid and binding obligation of Jaguar,
enforceable against it in accordance with its terms, except as may be
limited by (A) applicable bankruptcy, insolvency, reorganization,
moratorium or other laws similarly affecting the enforcement of
creditors' rights or (B) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or
at law).
(v) Neither the execution, delivery or performance of
this Agreement, nor the consummation of the transactions contemplated
hereby (A) violates any law, order, writ, judgment, injunction, award,
decree, rule, statute, ordinance or regulation applicable to Jaguar;
(B) conflicts with, results in a breach or termination of any provision
of, causes the acceleration of the maturity of any debt or obligation
pursuant to, constitutes a default (or gives rise to any right of
termination, cancellation or acceleration) under, any terms, conditions
or provisions of any note, license, instrument, indenture, mortgage,
deed of trust or other agreement or understanding or any other
restriction of any kind or character, to which Jaguar is a party or by
which any of its assets are subject or bound other than the Pledge
Agreements and the Note, to which PHL hereby consents; or (C) conflicts
with or results in any breach of any provision of the Certificate of
Incorporation or Bylaws or other governing or constituent document of
Jaguar.
(vi) As of the Closing, the sale of the Collateral to
Hansen will not (A) violate any law, order, writ, judgment, injunction,
award, decree, rule, statute, ordinance or regulation applicable to
Jaguar; (B) conflict with, result in a breach or termination of any
provision of, cause the acceleration of the maturity of any debt or
obligation pursuant to, constitute a default (or give rise to any right
of termination, cancellation or acceleration) under, any terms,
conditions or provisions of any note, license, instrument, indenture,
mortgage, deed of trust or other agreement or understanding or any
other restriction of any kind or character, to which Jaguar is a party
or by which any of its assets are subject or bound other than the
Pledge Agreements and the Note, to which PHL hereby consents; or (C)
conflict with or result in any breach of any
-3-
<PAGE>
provision of the Certificate of Incorporation or Bylaws or
other governing or constituent document of Jaguar.
(vii) No consent, approval or authorization of, or
designation, declaration or filing with, any person or entity on the
part of Jaguar is required in connection with the valid execution and
delivery of this Agreement, the consummation of the transactions
contemplated hereby or the sale of the Collateral to Hansen, except as
may be required pursuant to Sections 13 and 16 of the Securities
Exchange Act of 1934, as amended (the "1934 Act").
(viii) No statement by Jaguar contained in this
Agreement or any written statement or certificate furnished or to be
furnished to PHL pursuant to this Agreement or in connection with the
transactions contemplated hereby (when all such documents are read
together) contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained herein or therein not misleading in light of the
circumstances under which they are made.
(b) Hansen hereby represents and warrants to PHL that the
following is true and correct, and covenants with PHL as follows:
(i) Hansen has read and understands all of the
provisions of this Agreement and has been represented, or has been
given the opportunity to be represented, by legal counsel of its own
choosing in connection with the negotiation, execution and delivery of
this Agreement and any additional instruments related to this
Agreement.
(ii) Hansen intends to convey some of the Shares to
an investment group or set forth on Schedule "I" attached hereto.
(iii) As of the Closing, all action on the part
of Hansen as may be, necessary for the purchase of the
Collateral will have been taken.
(iv) As of the Closing, the consummation of the
purchase by Hansen will not (A) violate any law, order, writ, judgment,
injunction, award, decree, rule, statute, ordinance or regulation
applicable to Hansen; or (B) conflict with, result in a breach or
termination of any provision of, cause the acceleration of the maturity
of any debt or obligation pursuant to, constitutes a default (or gives
rise to any right of termination, cancellation or acceleration) under,
any terms, conditions or provisions of any note, license, instrument,
indenture, mortgage, deed of trust or other agreement or understanding
or any other restriction of any kind or character, to which Hansen is a
party or by which his assets are subject or bound.
-4-
<PAGE>
(v) No consent, approval or authorization of, or
designation, declaration or filing with, any person or entity on the
part of Hansen will be required in connection with Hansen's purchase of
the Collateral except as may be required pursuant to Sections 13 and 16
of the 1934 Act.
(vi) No statement by Hansen contained in this
Agreement or any written statement or certificate furnished or to be
furnished to PHL pursuant to this Agreement or in connection with the
transactions contemplated hereby (when all such documents are read
together) contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained herein or therein not misleading in light of the
circumstances under which they are made.
(c) PHL hereby represents and warrants to Hansen and
Jaguar that the following is true and correct:
(i) PHL is a company duly organized and existing
under, and by virtue of, the laws of Bermuda and has the requisite
corporate power to consent to the sale of the Collateral as provided
herein.
(ii) PHL is the valid successor to the Holder and
has, and is entitled to exercise, all of the rights, powers and
privileges granted to the Holder under the Note and Pledge Agreements.
(iii) All action on the part of PHL, and its
directors and shareholders necessary for the authorization, execution,
delivery and performance of the Agreement has been taken.
(iv) The consummation of this Agreement and the
transactions contemplated hereby by PHL will not (A) violate any law,
order, writ, judgment, injunction, award, decree, rule, statute,
ordinance or regulation applicable to PHL; or (B) conflict with or
result in any breach of any provision of its Memorandum of Association
or Bylaws or other governing or constituent document of PHL.
(v) No consent, approval or authorization of, or
designation, declaration or filing with, any person or entity on the
part of PHL will be required in connection the performance by PHL of
this Agreement or the transactions contemplated hereby.
(vi) PHL has conducted its own due diligence and
analysis with respect to the release of the Collateral. In entering
into this Agreement, PHL is not relying on any representations,
warranties or covenants of Hansen with respect to PHL's decision to
release the Collateral pursuant hereto, other than as set forth in this
Agreement.
-5-
<PAGE>
3. Additional Instruments. If any additional instruments are required
to be executed and delivered to carry out the purpose and intent of this
Agreement and the transactions contemplated hereby, each of the parties shall
promptly execute and deliver any and all such instruments in order that the
purpose and intent of this Agreement and the transactions contemplated hereby
may be consummated.
4. Conditions to PHL's Obligations. The obligations of PHL to
consummate the transactions contemplated by this Agreement shall be subject to
the satisfaction (or waiver by PHL) on or prior to the Closing (defined
hereinafter) of all of the following obligations:
(a) Each of Jaguar and Brisco shall have cured any outstanding
defaults under the Pledge Agreements, including the delivery of outstanding any
certificates representing pledged stock or shares as provided under the Pledge
Agreements.
(b) PHL shall have received from Duane, Morris & Heckscher a
legal opinion as to the matters set forth in Sections 2(a)(iii), 2(a)(iv),
2(a)(v)(C), 2(a)(vi)(C), 2(a)(vii), 2(b)(iii), and 2(b)(v); provided, that such
opinion need not address any matter under the laws of the Isle of Man, including
those in Section 2(a)(iv).
5. Closing.
(a) The closing (the "Closing") of this Agreement shall take
place at 10:00 a.m., Houston time, not later than Wednesday, December 20, 1995,
at the offices of Fulbright & Jaworski L.L.P., 1301 McKinney, Suite 5100,
Houston, Texas, or such other time and place as the parties shall agree.
(b) At the Closing, the payment shall be delivered to PHL care
of Fulbright & Jaworski and PHL will execute the Release to release the
Collateral under the Pledge Agreements, and PHL will deliver the Collateral to
Hansen.
6. Expenses. Whether or not the transactions contemplated by this
Agreement are consummated, each of the parties hereto shall pay the fees and
expenses of its respective counsel and all other expenses incurred by such party
incident to the negotiation, preparation and execution of this Agreement and the
consummation of the transactions contemplated hereby.
7. Notices. To be effective, all notices, consents or communications
required shall be in writing and shall be delivered by hand or sent by
first-class prepaid certified or registered mail, return receipt requested,
overnight delivery service or facsimile (confirmed by first-class prepaid letter
sent within 24 hours of dispatch) to the parties hereto a their respective
addresses or facsimile numbers and to the attention of the persons set forth
below. Any party hereto may change its address or facsimile number for purposes
hereof by notice to all other parties in the manner provided above. Notice will
be effective upon receipt.
-6-
<PAGE>
PHL or HOLDER:
Primary Holdings Limited
c/o Conyers, Dill & Pearman
Clarendon House
2 Church Street
P.O. Box HM 666
Hamilton, Bermuda
Telephone: (809) 295-1422
Facsimile: (809) 292-4720
Attention: Secretary;
with a copy to:
Fulbright & Jaworski L.L.P.
Attn: John A. Barrett
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Telephone: (713) 651-5151
Facsimile: (713) 651-5246; and
JAGUAR:
Jaguar Inc.
1037 Sterling Road, Suite 201
Herndon, Virginia 22070
Telephone: (703) 904-1050
Facsimile: (703) 904-1058
Attention: President;
with a copy to:
Duane, Morris & Heckscher
Attn: Frederick W. Dreher
4200 One Liberty Place
Philadelphia, Pennsylvania 19103
Telephone: (215) 979-1234
Facsimile: (215) 979-1213; and
HANSEN:
259 Radnor-Chester Road
Radnor, Pennsylvania 19087
Telephone:(610) 254-8893
with a copy to:
Duane, Morris & Heckscher
Attn: Frederick W. Dreher
4200 One Liberty Place
Philadelphia, Pennsylvania 19103
Telephone: (215) 979-1234
Facsimile: (215) 979-1213.
-7-
<PAGE>
8. Successors. This Agreement shall be binding upon each of
the parties and their respective successors and assigns and shall
inure to the benefit of the parties and their respective successors
and assigns.
9. Miscellaneous.
(a) This Agreement may only be modified by the written
agreement of all of the parties. No modification or amendment of this Agreement
is effective unless made in writing and signed by all parties, with such written
modification or amendment stating the expressed intent to modify this Agreement.
A course of dealing or performance is not a modification unless expressed in an
appropriate written document and signed by all parties.
(b) All words used herein in the singular shall extend to and
include the plural, and all words used herein in the plural shall extend to and
include the singular.
(c) This Agreement (including any other referenced documents)
constitutes the entire agreement between the parties concerning the subject of
this Agreement. This Agreement supersedes all prior communications, statements,
representations and understandings, whether oral or written, on this subject.
(d) No waiver of any provisions of this Agreement shall be
effective unless made in writing and signed by the party against which
enforcement of the waiver is sought. A waiver of any breach of any provisions of
this Agreement shall not be construed as a waiver of any subsequent breach or
condition whether of the same or a different nature.
(e) In the event of any controversy or dispute arising out of
this Agreement, the prevailing party shall be entitled to recover from the
non-prevailing party or parties its reasonable expenses, including, without
limitation, attorneys' fees and expenses.
(f) Should any provision, or application of any provision, of
this Agreement be held to be invalid, void or unenforceable, in whole or in
part, then such provision shall be deemed to be modified or restricted to the
extent and in the manner necessary to render it valid and enforceable, or shall
be deemed excised from this Agreement, as the case may require. This Agreement
shall be construed and enforced to the maximum permitted by law as if such
provision had been originally incorporated herein as so modified or restricted
or excised, as the case may be. If any provision of this Agreement is held to be
invalid, void or unenforceable, the remaining provisions shall continue in full
force and effect, without being impaired or invalidated in any way.
(g) No forbearance or delay by any party in enforcing any of
the provisions of this Agreement or the granting of time by any party to the
others shall prejudice, affect or restrict the rights and powers of that party.
-8-
<PAGE>
(h) The Section headings used in this Agreement are intended
solely for convenience of reference and shall not in any manner amplify, limit,
modify or otherwise be used in the interpretation or construction of any of the
provisions hereof.
(i) This Agreement shall be governed by, interpreted and
enforced in accordance with the laws of the District of Columbia,
excluding its laws of conflict of laws.
(j) This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
In Witness Whereof, this Agreement to Release Pledged Collateral has
been duly executed by each of the following parties as of the date first above
written.
PRIMARY HOLDINGS LIMITED
By: /s/ A. Guy Eldridge
---------------------------
Name: A. Guy Eldridge
Title: Alternate Director
JAGUAR INC.
By: /s/ John D. Freitag
--------------------------
Name: John D. Freitag
Title: President
/s/ Richard A. Hansen
--------------------------
Richard A. Hansen
-9-
<PAGE>
ACKNOWLEDGEMENT
THE STATE OF ss.
ss.
COUNTY OF ss.
This instrument was acknowledged before me on the 20th day
of December, 1995, by Richard A. Hansen.
(SEAL)
/s/ Nancy A. Wolfe
--------------------------------
Notary Public in and for
the State of Pennsylvania
Nancy A. Wolfe
--------------------------------
(Printed Name of Notary)
My Commission Expires: 3/22/97
-10-
<PAGE>
ss.
STATE OF VIRGINIA ss.
ss.
COUNTY OF FAIRFAX ss.
ss.
This instrument was acknowledged before me on the 19th
day of December, 1995, by John D. Freitag.
/s/ Maureen E. Valverde
--------------------------------
Notary Public in and for
the State of Pennsylvania
Maureen E. Valverde
--------------------------------
(Printed Name of Notary)
My Commission Expires: 9/30/98
-11-
<PAGE>
ss.
ss.
ss.
ss.
ss.
I, James M. MacDonald, notary public in and for Bermuda,
do hereby acknowledge that the above-signed A. Guy Eldridge did execute the
foregoing Agreement to Release Pledged Collateral, on behalf of Primary Holdings
Limited, a Bermuda corporation, as its Alternate Director, before me this 19th
day of December, 1995.
/s/ James M. MacDonald
---------------------------------
Notary Public in and for Bermuda
My commission expires: N/A
(seal)
-12-
<PAGE>
RELEASE OF SECURITY INTEREST
ss.
State of Texas ss.
ss. Know All Men By These Presents:
County of Harris ss.
ss.
That Primary Holdings Limited, a Bermuda corporation,
being the owner and holder (the "Holder") of that certain Promissory Note dated
as of September 10, 1993 (the "Note"), made by Jaguar Inc., a Delaware
corporation ("Maker"), in the original principal amount of US$14.1 million,
payable to the order of the Holder, and secured by (i) a security interest in
all of the issued and outstanding shares of capital stock of Brisco Investments
Limited, an Isle of Man corporation ("Brisco"), owned by Maker (the "Brisco
Shares") pursuant to that certain Pledge Agreement dated as of September 10,
1993, made by Maker in favor of the Holder and by (ii) a security interest in
certain shares of common stock, $.01 par value per share (the "Computone
Shares"), of Computone Corporation, a Delaware corporation ("Computone"), and a
Note dated as of November 2, 1992 (the "Computone Note"), in the original
principal amount of US$500,000, owned by Brisco pursuant to that certain Pledge
Agreement dated as of September 10, 1993, made by Maker in favor of the Holder
(collectively, the "Pledge Agreements"), for and in consideration of the partial
prepayment of the Note to the Holder in the amount of US$750,000, does hereby
RELEASE, RELINQUISH, QUITCLAIM AND DISCHARGE effective as of December 20, 1995
any and all rights, titles and interests in and to any and all liens or security
interests in the pledged Brisco Shares, Computone Shares and the Computone Note
securing
-1-
<PAGE>
payment of the Note under the Pledge Agreements. If it is discovered that a
lien, claim or security interest in the pledged Brisco Shares, Computone Shares
and the Computone Note is uncancelled or not terminated, the Holder agrees to
cancel promptly any such lien, claim or security interest following request
therefor by Maker or any other interested party.
In Witness Whereof, this Release of Security Interest has
been duly executed by the Holder as of December 20, 1995.
PRIMARY HOLDINGS LIMITED
By: /s/ A. Guy Eldridge
--------------------------------
[Rest of page left intentionally blank]
-2-
<PAGE>
ss.
ss.
ss.
ss.
ss.
I, James M. MacDonald, notary public in and for Bermuda, do hereby
acknowledge that the above-signed A. Guy Eldridge did execute the foregoing
Release of Security Interest, on behalf of Primary Holdings Limited, a Bermuda
corporation, as its Alternate Director, before me this 19th day of December,
1995.
/s/ James M. MacDonald
--------------------------------
Notary Public in and for Bermuda
My commission expires: N/A
(seal)
-3-
<PAGE>
EXHIBIT I
December 20, 1995
Thomas J. Anderson John D. Freitag
Computone Corporation Leopard Industries, Inc.
Suite 150 Suite 201
1100 Northmeadow Parkway 1037 Sterling Road
Roswell, GA 30076 Herndon, VA 22070
Richard A. Hansen William C. Lovely
Pennsylvania Merchant Group Ltd Leopard Industries, Inc.
Suite 390 - Fidelity Court Suite 201
259 Radnor-Chester Road 1037 Sterling Road
Radnor, PA 19087 Herndon, VA 22070
Gentlemen:
As Secretary of Computone Corporation ("Computone") and on its
behalf, I am writing this letter to evidence the agreements reached
among Computone, Jaguar, Inc. ("Jaguar"), Richard A. Hansen ("Han-
sen"), John D. Freitag ("Freitag"), Thomas J. Anderson ("Anderson")
and William C. Lovely ("Lovely"). Each of you, by your execution and
delivery of this letter or a counterpart thereof, agrees to be legally
bound by all of the provisions of this letter insofar as such provi-
sions are applicable to you.
1. Not later than December 20, 1995, Jaguar agrees to, and each of
Freitag, Lovely and Anderson agrees to take all such action as is necessary to
cause Jaguar to, execute and deliver that certain Agreement to Release Pledged
Collateral to be dated as of December 20, 1995 among Primary Holdings Limited, a
Bermuda corporation ("PHL"), Jaguar and Hansen (the "Release") and that certain
Agreement to be dated as of December 20, 1995 between Jaguar and Hansen in favor
of PHL (the "Agreement"), in substantially the form of Exhibits A and B hereto,
respectively, and to consummate on behalf of Jaguar the transactions
contemplated by the Release and the Agreement.
2. Not later than December 20, 1995, Hansen agrees to execute and
deliver the Release and the Agreement, in substantially the form of Exhibits A
and B hereto, respectively, and to consummate the transactions contemplated by
the Release and the Agreement.
3. Pursuant to the Agreement and the Release, Jaguar, with the
consent of PHL, has agreed to sell 2,619,266 shares (the "Shares") of
<PAGE>
Thomas J. Anderson, John D. Freitag,
Richard A. Hansen, William C. Lovely
Page 2
December 20, 1995
Common Stock of Computone for a purchase price in the aggregate of $750,000; or
approximately $.286 per Share. Hansen agrees to pay the purchase price for the
Shares by prepayment of $750,000 of a $14,100,000 indebtedness of Jaguar to PHL.
Of the $750,000, $444,750 represents the purchase price of 1,553,225 shares (the
"Hansen Shares") being purchased by Hansen and $305,250, which is the amount of
a loan (the "Loan") by Hansen to Anderson and Lovely, represents the purchase
price of 866,041 shares (the "Anderson Shares") being purchased by Anderson and
200,000 shares (the "Lovely Shares") being purchased by Lovely.
4. Not later than December 20, 1995, (a) Anderson agrees to execute and
deliver to Hansen: (i) a promissory note (the "Anderson Note") payable to Hansen
in the principal amount of $247,982 due on demand by Hansen after June 30, 1996,
together with interest on the unpaid balance of the Anderson Note at the annual
rate 8% and (ii) a pledge agreement whereby Anderson pledges the Anderson Shares
to Hansen as security for the timely payment of the principal and interest on
the Anderson Note and (b) Lovely agrees to execute and deliver to Hansen: (i) a
promissory note (the "Lovely Note") payable to Hansen in the principal amount of
$57,268 due on demand by Hansen after June 30, 1996, together with interest on
the unpaid balance of the Lovely Note at the annual rate of 8% and (ii) a pledge
agreement whereby Lovely pledges the Lovely Shares to Hansen as security for the
timely payment of the principal and interest on the Lovely Note.
5. Hansen, Anderson and Lovely acknowledge that Freitag shall on and
after December 20, 1995 be the sole stockholder of Jaguar and that Jaguar is the
owner of 66,932 shares (the "Jaguar Shares") of Common Stock of Computone.
6. Not later than February 1, 1996, Computone agrees to, and Freitag,
Hansen, Anderson and Lovely as the sole directors of Computone agree to cause
Computone to, file a registration statement with the Securities and Exchange
Commission (the "SEC") on Form S-3 or other appropriate SEC form for the purpose
of registering under the Securities Act of 1933 the Shares, including any Shares
purchased by Lovely under his option, and the shares of Common Stock of
Computone issuable to Freitag and Lovely upon the conversion of the Series D
Preferred Stock of Computone held by Freitag and Lovely. Computone agrees to use
its best efforts to cause such registration statement to become effective as
promptly as practicable.
7. Not later than December 20, 1995, Freitag and Lovely each shall
furnish Computone with written notice of conversion of all of the shares of
Series D Preferred Stock of Computone respectively held by them. Computone,
Freitag and Lovely agree that the accrued but unpaid dividends on the Series D
Preferred Stock of Computone from the date of issuance thereof through the date
of conversion shall be paid by Computone not later than June 30, 1996.
<PAGE>
Thomas J. Anderson, John D. Freitag,
Richard A. Hansen, William C. Lovely
Page 3
December 20, 1995
8. Computone agrees to, and Freitag, Hansen, Anderson and Lovely as the
sole directors of Computone agree to cause Computone to, call and hold an annual
meeting of stockholders (the "Annual Meeting") not later than July 31, 1996.
Between the date hereof and the date of the Annual Meeting, Freitag, Hansen,
Anderson and Lovely shall constitute the sole members of the Board of Directors
of Computone. Freitag, Hansen, Anderson and Lovely agree that Freitag shall
serve as Chairman of the Board of Computone from the date hereof through April
6, 1996 and that Hansen shall serve as Chairman of the Board of Computone from
April 6, 1996 through the date of the Annual Meeting. Freitag, Hansen, Anderson
and Lovely, as the sole directors of Computone, agree to nominate seven persons
for election as directors of Computone at the Annual Meeting, of whom three
shall be persons designated by Anderson, of whom three shall be persons
designated by Hansen and of whom one shall be a person mutually acceptable to
the three Anderson designees and the three Hansen designees. For a period of not
less than one year following the Annual Meeting, Freitag shall be a Director
Emeritus of Computone and shall be entitled to notice of and to attend all
meetings of the Board of Directors of Computone.
9. Not later than December 20, 1995, Computone agrees to, and Hansen,
Anderson and Lovely as directors of Computone agree to cause Computone to, (a)
grant Freitag an option (the "Freitag Option"), which shall be fully vested upon
the date of grant, to purchase 100,000 shares of Common Stock of Computone at a
price of $1.00 per share exercisable for a period of five years following the
date of grant in consideration of consulting services to be rendered by Freitag
to Computone as and when requested by the Board of Directors of Computone and
(b) file a registration statement with the SEC on Form S-8 or other appropriate
SEC form for the purpose of registering, not later than December 31, 1996, the
shares of Common Stock of Computone underlying the Freitag Option. If, on
January 1, 1997, the value of 100,000 shares of Common Stock of Computone,
determined by multiplying the closing bid price of Computone Common Stock as
reported by Nasdaq for the ten business days next preceding January 1, 1997 by
100,000, is $350,000 or more, whether or not Freitag has then exercised all or
any part of the Freitag Option and whether or not Freitag has sold any shares of
Computone Common Stock acquired upon exercise of the Freitag Option, Computone
shall have no obligation to pay Freitag any other consulting fee. If, however,
the value of 100,000 shares of Computone Common Stock on January 1, 1997,
determined as aforesaid, is less than $350,000, Computone agrees to pay Freitag
a consulting fee equal to the difference between $350,000 and the value of
100,000 shares of Computone Common Stock on January 1, 1997, determined as
aforesaid, but in no event more than $250,000. Such consulting fee shall be paid
in five equal annual installments, commencing on June 30, 1997 and continuing on
June 30 of the four succeeding years.
10. Not later than December 31, 1996, Computone agrees to and
Hansen, Anderson and Lovely as directors of Computone agree to use
their best efforts to cause Computone to, obtain the release of
<PAGE>
Thomas J. Anderson, John D. Freitag,
Richard A. Hansen, William C. Lovely
Page 4
December 20, 1995
Freitag as guarantor of any loan or credit arrangements between Computone and
NationsBank, including the termination of any pledges by Freitag securing such
guaranty.
11. In connection with the sale of Shares pursuant to the registration
statement referenced in paragraph 6 hereof, Hansen, Anderson and Lovely agree
that each of them shall be free to offer such Shares for sale as and when
determined by each of them in his sole discretion, provided, however, that
Hansen agrees to take no action that would have the effect of substantially
interfering with the disposition of any Anderson Shares by Anderson to the
extent such disposition is made for the purpose of repaying the Anderson Note
and of any Lovely Shares by Lovely to the extent such distribution is made for
the purpose of repaying the Lovely Note.
12. Hansen agrees with Anderson and Lovely that in the event Hansen
determines to effect a registered public offering of more than 10% of the Hansen
Shares or if Hansen seeks to sell more than 10% of the Hansen Shares in a
private transaction, excluding a transaction with affiliates of Hansen or
Pennsylvania Merchant Group Ltd ("PMG") or affiliates of PMG, Hansen will use
his best efforts to include in such public offering or other transaction, on a
pro rata basis according to number of Shares held, Shares held by Anderson and
Lovely on the same terms and provisions, and subject to the same conditions, as
those applicable to Hansen's participation in such offering or other
transaction.
13. All notices and other communications to any party hereto provided
for in this agreement shall be in writing and addressed to such party at his
address as stated above unless such party shall have theretofore notified the
other parties hereto that such notices and communications should be sent to a
different address. Notices shall be sent via confirmed facsimile, federal
express or first class postage paid mail. Notices shall be effective upon
receipt.
14. In case any one or more of the provisions contained herein shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this agreement and this agreement shall be construed as if such
invalid, illegal or unenforceable provision or provisions had never been
contained herein unless the deletion of such provision or provisions would
result in such a material change as to cause performance of this agreement to be
unreasonable.
15. The rights and obligations under this agreement of the parties to
this agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the parties hereto; provided, however, that the rights
and obligations set forth in paragraphs 11 and 12 hereof are not assignable.
<PAGE>
Thomas J. Anderson, John D. Freitag,
Richard A. Hansen, William C. Lovely
Page 5
December 20, 1995
16. Computone, Jaguar, Freitag, Hansen, Anderson and Lovely acknowledge
that Frederick W. Dreher, Esq. and Duane, Morris & Heckscher have, with the
consent of Jaguar, Freitag, Hansen, Anderson and Lovely, represented Computone
with respect to this agreement, and that each of Jaguar, Freitag, Hansen,
Anderson and Lovely has read and understands all of the provisions of this
agreement and that each of Jaguar, Freitag, Hansen, Anderson and Lovely has been
represented, or has been given the opportunity to be represented, by legal
counsel of its or his own choosing in connection with the negotiation, execution
and delivery of this agreement and the other agreements related to or
contemplated by this agreement.
If the foregoing correctly sets forth your agreements, please return an
executed copy of this agreement by faxing it to Frederick W. Dreher at (215)
979-1213 who will forward to you a copy of this agreement executed by all of the
parties hereto.
Sincerely,
Frederick W. Dreher
for DUANE, MORRIS & HECKSCHER
Accepted and agreed to, intending to be legally bound hereby, this 20th
day of December, 1995.
COMPUTONE CORPORATION JAGUAR, INC.
By: /s/ Thomas J. Anderson By: /s/ John D. Freitag
---------------------------- -------------------------
Thomas J. Anderson, President John D. Freitag, President
/s/ Thomas J. Anderson /s/ John D. Freitag
- -------------------------------- -----------------------------
Thomas J. Anderson, individually John D. Freitag, individually
/s/ Richard A. Hansen /s/ William C. Lovely
- ---------------------------- --------------------------
Richard A. Hansen William C. Lovely
<PAGE>
EXHIBIT K
PROMISSORY NOTE
$247,676 Roswell, Georgia
December 20, 1995
FOR VALUE RECEIVED, Thomas J. Anderson (the "Maker"), an individual
residing in Roswell, Georgia, hereby promises to pay to the order of Richard A.
Hansen (the "Payee") the principal sum of Two Hundred Forty Seven Thousand Six
Hundred Seventy-Six Dollars ($247,676) on demand by the Payee after June 30,
1996. Until maturity, interest shall accrue on the outstanding principal balance
hereof at the annual rate of eight percent (8%). Subsequent to maturity,
interest shall accrue on the unpaid principal balance hereof at the annual rate
of ten percent (10%). All accrued interest hereunder shall be paid when the
principal amount hereof is paid.
All amounts payable by the Maker to the Payee hereunder shall be paid
to the Payee at Suite 390, 259 Radnor-Chester Road, Radnor, Pennsylvania 19087,
or at such other address of which the Payee shall give notice to the Maker, in
immediately available funds.
The payment of all amounts due hereunder is secured by the pledge by
the Maker to the Payee of 866,000 shares of Common Stock of Computone
Corporation in accordance with a Pledge Agreement of even date herewith (the
"Pledge Agreement") executed by the Maker in favor of the Payee, the terms and
conditions of which are incorporated herein by reference.
If any of the following events of default (individually, an "Event of
Default") shall occur for any reason whatsoever (and whether it shall be
voluntary or involuntary or occur by operation of law or otherwise):
(a) the failure of the Maker to make payment when due of the
principal payable hereunder and such failure shall continue unremedied for a
period of 30 consecutive days;
(b) the default by the Maker under any material agreement
for borrowed money which causes the obligee thereof to accelerate
such obligation;
(c) the death of the Maker; or
(d) the filing by the Maker of a petition for relief or any
other petition in bankruptcy or insolvency in any jurisdiction; or the seeking
by the Maker of any reorganization, liquidation, dissolution, winding-up,
composition or readjustment of the Maker's debts; or if a receiver, custodian or
trustee of the Maker shall be appointed for all or a substantial part of the
Maker's properties; or if a warrant of attachment, execution or similar process
shall be
<PAGE>
issued against any substantial part of the property of the Maker; and if in each
such case such condition shall continue for a period of 30 days undismissed,
undischarged or unbonded then, upon the occurrence of any such Event of Default,
the entire unpaid principal amount of this Note shall become immediately due and
payable in cash.
The Maker hereby waives the requirements of demand, presentment, notice
of nonpayment or dishonor, protest, notice of protest, and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note.
The Payee shall not be deemed, by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by the Payee, and then, only to the extent specifically set
forth in writing. A waiver with reference to one event shall not be construed as
continuing or as a bar to or waiver of any right or remedy as to a subsequent
event. No delay or omission of the Payee to exercise any right, whether before
or after a default hereunder, shall impair any such right or shall be construed
to be a waiver of any right or default.
The Maker promises to pay the reasonable costs of collection, including
reasonable attorneys' fees, whether or not suit is filed, upon the occurrence of
an Event of Default under this Note.
Upon the occurrence of an Event of Default hereunder, the Payee may
exercise all rights and remedies provided for herein and by law, including,
without limitation, the right to enforce payment of this Note. The remedies of
the Payee as provided herein, at law or in equity, shall be cumulative and
concurrent and may be pursued singly, successively or together at the sole
discretion of the Payee, and may be exercised as often as occasion therefor
shall arise.
By accepting this Note, the Payee agrees that notwithstanding anything
to the contrary herein, in the Pledge Agreement or in any other document,
instrument or agreement executed and delivered in connection herewith or
therewith, the Maker shall not be personally liable for the payment of the
principal of, or any other amount due under, this Note, and the Payee further
agrees that the liability of the Maker under this Note, and the recourse of the
Payee under this Note, shall be limited solely to the Collateral (as defined in
the Pledge Agreement), and shall be subject to the terms and conditions of the
Pledge Agreement.
No waiver or modification of the terms of this Note shall be valid
unless in writing and signed by the Maker and the Payee. Any modification shall
be valid only to the extent set forth in writing.
The Payee shall not assign this Note, or any of his obligations
hereunder, without the prior written consent of the Maker. This Note shall be
binding upon the Maker and his personal representatives, heirs and assigns and
shall inure to the benefit of the Payee and his personal representatives, heirs
and assigns.
-2-
<PAGE>
The construction, interpretation and enforcement of this Note shall be
governed by the internal laws of the State of Delaware, including the Uniform
Commercial Code, without regard to conflicts of laws principles.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the Maker
has executed this Note as of the day and year first written above.
/s/ Thomas J. Anderson
----------------------
Thomas J. Anderson
-3-
<PAGE>
EXHIBIT K
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT is made and entered into as of December 20, 1995
by Thomas J. Anderson (the "Pledgor") in favor of Richard A.
Hansen ("Hansen").
1.01 Pledge and Delivery of Property.
(a) In consideration of a loan of $247,676 (the
"Indebtedness") from Hansen to the Pledgor in connection with the Pledgor's
purchase of 866,000 shares of the Common Stock of Computone Corporation
("Computone"), which Indebtedness is evidenced by the Pledgor's promissory note
due on demand after June 30, 1996 (the "Note"), the Pledgor hereby grants and
pledges to Hansen, for the benefit of Hansen as security for the Pledgor's
Indebtedness to Hansen (the "Obligations"), a purchase money security interest
in and a lien upon the 866,000 shares of the Common Stock, $.01 par value, of
Computone, including any securities into which such property is converted by
merger, consolidation, acquisition, reorganization, recapitalization, stock
split or reverse stock split, or otherwise, and all rights, titles, interests,
privileges and preferences appertaining or incidental to any of the foregoing
and all proceeds thereof upon sale or otherwise (all of which are herein
collectively referred to as the "Collateral"). The securities referred to above
shall be held by Frederick W. Dreher, Esq. ("Dreher"), of Duane, Morris &
Heckscher, 4200 One Liberty Place, Philadelphia, Pennsylvania 19103, as agent
for the Pledgor and Hansen as their respective interests may appear under this
Pledge Agreement until satisfaction of the Obligations, and the purchase money
security interest granted hereby in such securities shall be subject to Section
3.01 hereof.
(b) The Pledgor agrees that the Collateral shall be delivered
to Dreher, as agent for the Pledgor and Hansen for Hansen's benefit,
contemporaneously herewith. All securities and instruments delivered to Dreher
under this Pledge Agreement will be in negotiable form suitable for transfer by
delivery except as otherwise provided in any restrictive legend stamped or
imprinted on each certificate of shares. In this regard, the Pledgor is
delivering to Dreher stock powers duly executed in blank with respect to such
securities.
2.01 Liability to Hansen and Dreher, Liability of Hansen and Dreher. Neither
Dreher nor Hansen shall have any duty to the Pledgor relative to any of the
Collateral; provided, however, that Hansen and Dreher shall take the same degree
of care in relation to the Collateral in their respective possession as each
takes with respect to his own securities of a similar type. Hansen and Dreher
shall not be liable for any action or omission to act on the part of any agent
appointed and selected by Hansen in good faith to act with respect to the
Collateral, or any part thereof.
<PAGE>
3.01 Preservation of Security Interest. The Pledgor will faithfully preserve and
protect Hansen's purchase money security interest for the benefit of Hansen in
the Collateral and the proceeds thereof and will do all such acts and things and
execute and deliver all such documents and instruments as Hansen may from time
to time reasonably request to assist in the preservation and perfection of such
security interest. The Pledgor will not otherwise encumber any of the
Collateral. Notwithstanding anything herein to the contrary, the Pledgor shall
be free to offer the Collateral for sale as contemplated by paragraphs 6 and 11
of the December 20, 1995 agreement among Computone, Jaguar Inc., Hansen, the
Pledgor, William C. Lovely and John D. Freitag provided that any such sale is
made at not less than the then prevailing market price of the Collateral as
reported by Nasdaq and further provided that the entire net proceeds of the sale
is applied to the payment of the Obligations.
4.01 Voting; Dividends; Proceeds.
(a) Unless and until an Event of Default (as described in
Section 5.01 hereof) shall have occurred and notice has been given pursuant to
Section 4.01(b) hereof, the Pledgor shall be entitled to exercise all voting and
consensual powers pertaining to any part of the Collateral.
(b) Upon the occurrence and during the continuance of an Event
of Default (as described in Section 5.01 hereof), Hansen may at his option at
any time provide notice to the Pledgor that all rights of the Pledgor to
exercise the voting or consensual rights and powers which the Pledgor is
entitled to exercise pursuant to Section 4.01(a) hereof shall cease, and all
such rights shall thereupon become vested in Hansen (for the benefit of Hansen)
who shall have the sole and exclusive right and authority to exercise the voting
or consensual rights and powers relating or pertaining to the Collateral or any
part thereof.
(c) Upon the giving of notice by the Pledgor as contemplated
by Section 4.01(b) hereof following the occurrence and during the continuance of
an Event of Default, the Pledgor hereby appoints Hansen as his true and lawful
attorney and proxy with full power to exercise on the Pledgor's behalf the
voting or consensual rights and powers specified in Section 4.01(b) hereof, it
being understood that this appointment is coupled with an interest and is
irrevocable during the continuance of the Event of Default. Any proxy granted by
virtue of the preceding sentence shall terminate as specified therein but in no
event later than the termination of this Pledge Agreement pursuant to Section
8.01 hereof or the release of the Collateral pursuant to Section 9.01 hereof.
Notwithstanding the foregoing, Hansen shall not have any responsibility to the
Pledgor or any other person for his exercise or failure to exercise such voting
or consensual rights and powers. Upon such Event of Default being cured to the
satisfaction of Hansen, the Pledgor shall be entitled to exercise the voting
rights pursuant to Section 4.01(a) hereof.
(d) Unless and until an Event of Default (as described in
Section 5.01 hereof) shall have occurred and be continuing and notice
-2-
<PAGE>
has been given pursuant to Section 4.01(b) hereof, the Pledgor shall be entitled
to any and all dividends on the Collateral or any part thereof, provided,
however, that all dividends in stock or property, and all liquidating dividends
or distributions or returns of capital upon or in respect of the Collateral or
any part thereof or resulting from any split, reverse split, revision or
reclassification of the Collateral or any part thereof or received in exchange
for the Collateral or any part thereof as a result of a merger, consolidation or
otherwise, shall be deemed to be Collateral under and subject to the terms of
this Pledge Agreement and shall be paid, transferred or delivered directly to
Dreher, and shall be held by Dreher for the benefit of Hansen as additional
Collateral pledged under and subject to the terms of this Pledge Agreement.
5.01 Events of Default. The occurrence of any of the following
shall constitute an Event of Default hereunder:
(a) Failure of the Pledgor to pay any Obligation when due;
(b) The occurrence of any other default under the Promis-
sory Note of the Pledgor to Hansen the payment of which is secured by
this Pledge Agreement; and
(c) The insolvency of the Pledgor; the admission by the
Pledgor of his inability to pay his debts as they become due; the commencement
of any case by or against the Pledgor under any bankruptcy or insolvency law
which remains undismissed for a period of 30 days or more; the making by the
Pledgor of any assignment for the benefit of creditors; or the entering of any
order for relief which remains undismissed for a period of 30 days or more.
6.01 Rights upon Default, etc.
(a) Rights of Hansen; Sale of Collateral. Upon the occurrence
and during the continuance of an Event of Default (as defined in Section 5.01
hereof), Hansen may at his option declare all of the Obligations to be
immediately due in full, and Hansen, for his benefit, shall thereupon have all
of the rights and remedies provided to him as a secured party under the Uniform
Commercial Code in effect in Delaware or in such other jurisdictions in which
any Collateral is located, and the Pledgor further agrees that (i) in the event
that Hansen determines in his sole discretion to give notice of disposition of
the Collateral, written notice mailed to the Pledgor at the address described in
Section 13.01 hereof ten days prior to the date of public sale of the Collateral
or prior to the date after which private sale or other disposition of said
property will be made, shall constitute reasonable notice, but notice given in
any other reasonable manner or at any other time shall be sufficient and (ii)
without precluding any other method of sale, the sale of the Collateral shall
have been made in a commercially reasonable manner if conducted in conformity
with reasonable commercial practices of banks disposing of similar property.
(b) Private Sale. The Pledgor recognizes that Hansen,
after an Event of Default, may be unable to effect public sale of all
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<PAGE>
or a portion of the Collateral by reason of certain prohibitions contained in
the Securities Act of 1933, as amended (or any successor federal statute), and
applicable state securities laws, but may be compelled to resort to one or more
private sales to a restricted group of purchasers who will be obliged to
represent, among other things, that they are acquiring such Collateral for their
own account for investment and not with a view to distribution. The Pledgor
agrees that private sales so made may be made at prices and on other terms less
favorable to the Pledgor (as seller) than if such Collateral were sold at public
sale and that Hansen has no obligation to delay sale of any such Collateral for
the period of time necessary to permit the issuers of such Collateral, even if
such issuers would agree, to register or qualify such Collateral for public sale
under the Securities Act of 1933, as amended, and applicable state securities
laws. The Pledgor agrees that private sales made under the foregoing
circumstances and in compliance with applicable federal and state securities
laws shall be deemed to have been made in a commercially reasonable manner under
the Uniform Commercial Code as in effect in Delaware or in such other
jurisdiction in which Collateral may be located.
(c) In effecting any sale of Collateral pursuant to the
provisions hereof, Hansen agrees to sell only that number of shares of the
Collateral as is necessary to pay to Hansen the full amount of the Obligations
secured hereby.
(d) Hansen agrees that, notwithstanding anything to the
contrary herein, in the Note or in any other document, instrument or agreement
executed and delivered in connection herewith or therewith, the Pledgor shall
not be personally liable for the payment of any of the Obligations, and Hansen
further agrees that the liability of the Pledgor in respect of the Obligations,
and the recourse of Hansen hereunder and under the Note, shall be limited solely
to the Collateral in accordance with the terms and conditions hereof.
7.01 Hansen as Attorney-in-Fact. Upon the occurrence and during the continuance
of an Event of Default and after notice pursuant to Section 4.01(b) hereof, the
Pledgor hereby appoints Hansen as his agent and attorney-in-fact for the purpose
of carrying out the provisions of this Pledge Agreement and taking any action
and executing any instruments which Hansen may deem necessary or advisable to
accomplish the purposes hereof, which appointment as agent and attorney-in-fact
is irrevocable and coupled with an interest. Without limiting the generality of
the foregoing, after the occurrence of an Event of Default, Hansen shall have
the right to receive, collect and endorse all checks made payable to the Pledgor
or his order representing any dividend, payment of interest or other
distribution in respect of the Collateral or any part thereof and to give full
discharge for the same.
8.01 Continuing Agreement. This is a continuing agreement and shall remain in
full force and effect and be binding upon the Pledgor, and his personal
representatives, successors and assigns, until all Obligations of the Pledgor to
Hansen, whether now existing or hereafter arising, shall have been fully
satisfied and discharged.
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<PAGE>
9.01 Release of Lien; Delivery of Collateral. Upon full and final satisfaction
of the Obligations and in connection with the sale of any Collateral permitted
pursuant to Section 3.01 hereof, Hansen shall, at the Pledgor's expense,
immediately deliver to the Pledgor the Collateral together with such documents
or instruments as the Pledgor may reasonably request to evidence discharge and
satisfaction of the purchase money security interest and lien created hereby.
10.01 Costs and Expenses. In the event that an Event of Default shall occur and
be continuing, the Pledgor will pay, immediately upon demand, to Hansen all
reasonable costs and expenses, including reasonable attorneys' fees, related or
incidental to the care, holding, retaking, preparing for sale, selling or
collection of, or realization upon, any of the Collateral or relating or
incidental to establishing, reserving or enforcing the rights of Hansen
hereunder or in respect of any of the Collateral and obtaining legal advice with
regard to any of the foregoing, whether or not suit be brought. Further, the net
proceeds of the Collateral resulting from sale, collection or otherwise and
other available monies coming into the hands of Hansen may be applied by him,
before or after default, to the satisfaction or reduction of any of the
Obligations as he may see fit, whether or not matured.
11.01 No Waiver; Cumulative Rights. No failure on the part of Hansen to
exercise, and no delay in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise by Hansen
of any right, remedy or power hereunder preclude any other or future exercise of
any other right, remedy or power. Each and every right, remedy and power hereby
granted to Hansen or allowed him by any other agreement shall be cumulative and
not exclusive the one of any other, and may be exercised by Hansen from time to
time. No modification or waiver of any provision of this Pledge Agreement and no
consent to any departure by the Pledgor therefrom shall in any event be
effective unless the same shall be in writing and signed by Hansen, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No executory agreement, in whole or in part, shall
be effective to change, modify or discharge, in whole or in part, this Pledge
Agreement unless such agreement shall be in writing and signed by Hansen. No
notice to or demand on the Pledgor in any case shall, of itself, entitle the
Pledgor to any other or further notice or demand in similar or other
circumstances.
12.01 Choice of Law. Except as expressly otherwise herein provided, this Pledge
Agreement shall be governed by, and construed in accordance with, the laws of
Delaware (except for the choice of law provisions thereof).
13.01 Addresses for Notices. All notices or other communications
required or permitted hereunder shall be in writing and shall be
given by confirmed telex or telecopy or registered mail addressed, if
to the Pledgor to: Thomas J. Anderson, Computone Corporation, Suite
150, 1100 Northmeadow Parkway, Roswell, Georgia 30076; if to Hansen
to: Richard A. Hansen, Pennsylvania Merchant Group Ltd, Suite 390,
259 Radnor-Chester Road, Radnor, Pennsylvania 19087; and, in either
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<PAGE>
case, with a copy to Frederick W. Dreher, Duane, Morris & Heckscher, 4200 One
Liberty Place, Philadelphia, Pennsylvania 19103 (telecopy number (215) 979-1213,
confirmation (215) 979-1234).
14.01 Severability. The provisions of this Pledge Agreement are severable, and
if any clause or provision shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision or part thereof in such jurisdiction and shall not
in any manner affect such clause or provision in any other jurisdiction or any
other clause or provision in this Pledge Agreement in any jurisdiction.
15.01 Miscellaneous. The terms, provisions, covenants and agreements,
representations and warranties contained herein shall be binding upon and shall
inure to the benefit of the Pledgor, Hansen, and their respective successors and
assigns.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the date first above written.
Witness:
/s/ Connie Beach /s/ Thomas J. Anderson
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Thomas J. Anderson
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<PAGE>
EXHIBIT L
PROMISSORY NOTE
$57,268 Sterling, Virginia
December 20, 1995
FOR VALUE RECEIVED, William C. Lovely (the "Maker"), an individual
residing in Sterling, Virginia, hereby promises to pay to the order of Richard
A. Hansen (the "Payee") the principal sum of Fifty Seven Thousand Two Hundred
Sixty Eight Dollars ($57,268) on demand by the Payee after June 30, 1996. Until
maturity, interest shall accrue on the outstanding principal balance hereof at
the annual rate of eight percent (8%). Subsequent to maturity, interest shall
accrue on the unpaid principal balance hereof at the annual rate of ten percent
(10%). All accrued interest hereunder shall be paid when the principal amount
hereof is paid.
All amounts payable by the Maker to the Payee hereunder shall be paid
to the Payee at Suite 390, 259 Radnor-Chester Road, Radnor, Pennsylvania 19087,
or at such other address of which the Payee shall give notice to the Maker, in
immediately available funds.
The payment of all amounts due hereunder is secured by the pledge by
the Maker to the Payee of 200,000 shares of Common Stock of Computone
Corporation in accordance with a Pledge Agreement of even date herewith (the
"Pledge Agreement") executed by the Maker in favor of the Payee, the terms and
conditions of which are incorporated herein by reference.
If any of the following events of default (individually, an "Event of
Default") shall occur for any reason whatsoever (and whether it shall be
voluntary or involuntary or occur by operation of law or otherwise):
(a) the failure of the Maker to make payment when due of the
principal payable hereunder and such failure shall continue unremedied for a
period of 30 consecutive days;
(b) the default by the Maker under any material agreement
for borrowed money which causes the obligee thereof to accelerate
such obligation;
(c) the death of the Maker; or
(d) the filing by the Maker of a petition for relief or any
other petition in bankruptcy or insolvency in any jurisdiction; or the seeking
by the Maker of any reorganization, liquidation, dissolution, winding-up,
composition or readjustment of the Maker's debts; or if a receiver, custodian or
trustee of the Maker shall be appointed for all or a substantial part of the
Maker's properties; or if a warrant of attachment, execution or similar process
shall be
<PAGE>
issued against any substantial part of the property of the Maker; and if in each
such case such condition shall continue for a period of 30 days undismissed,
undischarged or unbonded then, upon the occurrence of any such Event of Default,
the entire unpaid principal amount of this Note shall become immediately due and
payable in cash.
The Maker hereby waives the requirements of demand, presentment, notice
of nonpayment or dishonor, protest, notice of protest, and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note.
The Payee shall not be deemed, by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by the Payee, and then, only to the extent specifically set
forth in writing. A waiver with reference to one event shall not be construed as
continuing or as a bar to or waiver of any right or remedy as to a subsequent
event. No delay or omission of the Payee to exercise any right, whether before
or after a default hereunder, shall impair any such right or shall be construed
to be a waiver of any right or default.
The Maker promises to pay the reasonable costs of collection, including
reasonable attorneys' fees, whether or not suit is filed, upon the occurrence of
an Event of Default under this Note.
Upon the occurrence of an Event of Default hereunder, the Payee may
exercise all rights and remedies provided for herein and by law, including,
without limitation, the right to enforce payment of this Note. The remedies of
the Payee as provided herein, at law or in equity, shall be cumulative and
concurrent and may be pursued singly, successively or together at the sole
discretion of the Payee, and may be exercised as often as occasion therefor
shall arise.
By accepting this Note, the Payee agrees that notwithstanding anything
to the contrary herein, in the Pledge Agreement or in any other document,
instrument or agreement executed and delivered in connection herewith or
therewith, the Maker shall not be personally liable for the payment of the
principal of, or any other amount due under, this Note, and the Payee further
agrees that the liability of the Maker under this Note, and the recourse of the
Payee under this Note, shall be limited solely to the Collateral (as defined in
the Pledge Agreement), and shall be subject to the terms and conditions of the
Pledge Agreement.
No waiver or modification of the terms of this Note shall be valid
unless in writing and signed by the Maker and the Payee. Any modification shall
be valid only to the extent set forth in writing.
The Payee shall not assign this Note, or any of his obligations
hereunder, without the prior written consent of the Maker. This Note shall be
binding upon the Maker and his personal representatives, heirs and assigns and
shall inure to the benefit of the Payee and his personal representatives, heirs
and assigns.
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<PAGE>
The construction, interpretation and enforcement of this Note shall be
governed by the internal laws of the State of Delaware, including the Uniform
Commercial Code, without regard to conflicts of laws principles.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the Maker
has executed this Note as of the day and year first written above.
/s/ William C. Lovely
----------------------
William C. Lovely
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<PAGE>
EXHIBIT M
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT is made and entered into as of December 20, 1995
by William C. Lovely (the "Pledgor") in favor of Richard A.
Hansen ("Hansen").
1.01 Pledge and Delivery of Property.
(a) In consideration of a loan of $57,268 (the "Indebtedness")
from Hansen to the Pledgor in connection with the Pledgor's purchase of 200,000
shares of the Common Stock of Computone Corporation ("Computone"), which
Indebtedness is evidenced by the Pledgor's promissory note due on demand after
June 30, 1996 (the "Note"), the Pledgor hereby grants and pledges to Hansen, for
the benefit of Hansen as security for the Pledgor's Indebtedness to Hansen (the
"Obligations"), a purchase money security interest in and a lien upon the
200,000 shares of the Common Stock, $.01 par value, of Computone, including any
securities into which such property is converted by merger, consolidation,
acquisition, reorganization, recapitalization, stock split or reverse stock
split, or otherwise, and all rights, titles, interests, privileges and
preferences appertaining or incidental to any of the foregoing and all proceeds
thereof upon sale or otherwise (all of which are herein collectively referred to
as the "Collateral"). The securities referred to above shall be held by
Frederick W. Dreher, Esq. ("Dreher"), of Duane, Morris & Heckscher, 4200 One
Liberty Place, Philadelphia, Pennsylvania 19103, as agent for the Pledgor and
Hansen as their respective interests may appear under this Pledge Agreement
until satisfaction of the Obligations, and the purchase money security interest
granted hereby in such securities shall be subject to Section 3.01 hereof.
(b) The Pledgor agrees that the Collateral shall be delivered
to Dreher, as agent for the Pledgor and Hansen for Hansen's benefit,
contemporaneously herewith. All securities and instruments delivered to Dreher
under this Pledge Agreement will be in negotiable form suitable for transfer by
delivery except as otherwise provided in any restrictive legend stamped or
imprinted on each certificate of shares. In this regard, the Pledgor is
delivering to Dreher stock powers duly executed in blank with respect to such
securities.
2.01 Liability to Hansen and Dreher, Liability of Hansen and Dreher. Neither
Dreher nor Hansen shall have any duty to the Pledgor relative to any of the
Collateral; provided, however, that Hansen and Dreher shall take the same degree
of care in relation to the Collateral in their respective possession as each
takes with respect to his own securities of a similar type. Hansen and Dreher
shall not be liable for any action or omission to act on the part of any agent
appointed and selected by Hansen in good faith to act with respect to the
Collateral, or any part thereof.
<PAGE>
3.01 Preservation of Security Interest. The Pledgor will faithfully preserve and
protect Hansen's purchase money security interest for the benefit of Hansen in
the Collateral and the proceeds thereof and will do all such acts and things and
execute and deliver all such documents and instruments as Hansen may from time
to time reasonably request to assist in the preservation and perfection of such
security interest. The Pledgor will not otherwise encumber any of the
Collateral. Notwithstanding anything herein to the contrary, the Pledgor shall
be free to offer the Collateral for sale as contemplated by paragraphs 6 and 11
of the December 20, 1995 agreement among Computone, Jaguar Inc., Hansen, the
Pledgor, Thomas J. Anderson and John D. Freitag provided that any such sale is
made at not less than the then prevailing market price of the Collateral as
reported by Nasdaq and further provided that the entire net proceeds of the sale
is applied to the payment of the Obligations.
4.01 Voting; Dividends; Proceeds.
(a) Unless and until an Event of Default (as described in
Section 5.01 hereof) shall have occurred and notice has been given pursuant to
Section 4.01(b) hereof, the Pledgor shall be entitled to exercise all voting and
consensual powers pertaining to any part of the Collateral.
(b) Upon the occurrence and during the continuance of an Event
of Default (as described in Section 5.01 hereof), Hansen may at his option at
any time provide notice to the Pledgor that all rights of the Pledgor to
exercise the voting or consensual rights and powers which the Pledgor is
entitled to exercise pursuant to Section 4.01(a) hereof shall cease, and all
such rights shall thereupon become vested in Hansen (for the benefit of Hansen)
who shall have the sole and exclusive right and authority to exercise the voting
or consensual rights and powers relating or pertaining to the Collateral or any
part thereof.
(c) Upon the giving of notice by the Pledgor as contemplated
by Section 4.01(b) hereof following the occurrence and during the continuance of
an Event of Default, the Pledgor hereby appoints Hansen as his true and lawful
attorney and proxy with full power to exercise on the Pledgor's behalf the
voting or consensual rights and powers specified in Section 4.01(b) hereof, it
being understood that this appointment is coupled with an interest and is
irrevocable during the continuance of the Event of Default. Any proxy granted by
virtue of the preceding sentence shall terminate as specified therein but in no
event later than the termination of this Pledge Agreement pursuant to Section
8.01 hereof or the release of the Collateral pursuant to Section 9.01 hereof.
Notwithstanding the foregoing, Hansen shall not have any responsibility to the
Pledgor or any other person for his exercise or failure to exercise such voting
or consensual rights and powers. Upon such Event of Default being cured to the
satisfaction of Hansen, the Pledgor shall be entitled to exercise the voting
rights pursuant to Section 4.01(a) hereof.
(d) Unless and until an Event of Default (as described in
Section 5.01 hereof) shall have occurred and be continuing and notice
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<PAGE>
has been given pursuant to Section 4.01(b) hereof, the Pledgor shall be entitled
to any and all dividends on the Collateral or any part thereof, provided,
however, that all dividends in stock or property, and all liquidating dividends
or distributions or returns of capital upon or in respect of the Collateral or
any part thereof or resulting from any split, reverse split, revision or
reclassification of the Collateral or any part thereof or received in exchange
for the Collateral or any part thereof as a result of a merger, consolidation or
otherwise, shall be deemed to be Collateral under and subject to the terms of
this Pledge Agreement and shall be paid, transferred or delivered directly to
Dreher, and shall be held by Dreher for the benefit of Hansen as additional
Collateral pledged under and subject to the terms of this Pledge Agreement.
5.01 Events of Default. The occurrence of any of the following
shall constitute an Event of Default hereunder:
(a) Failure of the Pledgor to pay any Obligation when due;
(b) The occurrence of any other default under the Promis-
sory Note of the Pledgor to Hansen the payment of which is secured by
this Pledge Agreement; and
(c) The insolvency of the Pledgor; the admission by the
Pledgor of his inability to pay his debts as they become due; the commencement
of any case by or against the Pledgor under any bankruptcy or insolvency law
which remains undismissed for a period of 30 days or more; the making by the
Pledgor of any assignment for the benefit of creditors; or the entering of any
order for relief which remains undismissed for a period of 30 days or more.
6.01 Rights upon Default, etc.
(a) Rights of Hansen; Sale of Collateral. Upon the occurrence
and during the continuance of an Event of Default (as defined in Section 5.01
hereof), Hansen may at his option declare all of the Obligations to be
immediately due in full, and Hansen, for his benefit, shall thereupon have all
of the rights and remedies provided to him as a secured party under the Uniform
Commercial Code in effect in Delaware or in such other jurisdictions in which
any Collateral is located, and the Pledgor further agrees that (i) in the event
that Hansen determines in his sole discretion to give notice of disposition of
the Collateral, written notice mailed to the Pledgor at the address described in
Section 13.01 hereof ten days prior to the date of public sale of the Collateral
or prior to the date after which private sale or other disposition of said
property will be made, shall constitute reasonable notice, but notice given in
any other reasonable manner or at any other time shall be sufficient and (ii)
without precluding any other method of sale, the sale of the Collateral shall
have been made in a commercially reasonable manner if conducted in conformity
with reasonable commercial practices of banks disposing of similar property.
(b) Private Sale. The Pledgor recognizes that Hansen,
after an Event of Default, may be unable to effect public sale of all
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<PAGE>
or a portion of the Collateral by reason of certain prohibitions contained in
the Securities Act of 1933, as amended (or any successor federal statute), and
applicable state securities laws, but may be compelled to resort to one or more
private sales to a restricted group of purchasers who will be obliged to
represent, among other things, that they are acquiring such Collateral for their
own account for investment and not with a view to distribution. The Pledgor
agrees that private sales so made may be made at prices and on other terms less
favorable to the Pledgor (as seller) than if such Collateral were sold at public
sale and that Hansen has no obligation to delay sale of any such Collateral for
the period of time necessary to permit the issuers of such Collateral, even if
such issuers would agree, to register or qualify such Collateral for public sale
under the Securities Act of 1933, as amended, and applicable state securities
laws. The Pledgor agrees that private sales made under the foregoing
circumstances and in compliance with applicable federal and state securities
laws shall be deemed to have been made in a commercially reasonable manner under
the Uniform Commercial Code as in effect in Delaware or in such other
jurisdiction in which Collateral may be located.
(c) In effecting any sale of Collateral pursuant to the
provisions hereof, Hansen agrees to sell only that number of shares of the
Collateral as is necessary to pay to Hansen the full amount of the Obligations
secured hereby.
(d) Hansen agrees that, notwithstanding anything to the
contrary herein, in the Note or in any other document, instrument or agreement
executed and delivered in connection herewith or therewith, the Pledgor shall
not be personally liable for the payment of any of the Obligations, and Hansen
further agrees that the liability of the Pledgor in respect of the Obligations,
and the recourse of Hansen hereunder and under the Note, shall be limited solely
to the Collateral in accordance with the terms and conditions hereof.
7.01 Hansen as Attorney-in-Fact. Upon the occurrence and during the continuance
of an Event of Default and after notice pursuant to Section 4.01(b) hereof, the
Pledgor hereby appoints Hansen as his agent and attorney-in-fact for the purpose
of carrying out the provisions of this Pledge Agreement and taking any action
and executing any instruments which Hansen may deem necessary or advisable to
accomplish the purposes hereof, which appointment as agent and attorney-in-fact
is irrevocable and coupled with an interest. Without limiting the generality of
the foregoing, after the occurrence of an Event of Default, Hansen shall have
the right to receive, collect and endorse all checks made payable to the Pledgor
or his order representing any dividend, payment of interest or other
distribution in respect of the Collateral or any part thereof and to give full
discharge for the same.
8.01 Continuing Agreement. This is a continuing agreement and shall remain in
full force and effect and be binding upon the Pledgor, and his personal
representatives, successors and assigns, until all Obligations of the Pledgor to
Hansen, whether now existing or hereafter arising, shall have been fully
satisfied and discharged.
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<PAGE>
9.01 Release of Lien; Delivery of Collateral. Upon full and final satisfaction
of the Obligations and in connection with the sale of any Collateral permitted
pursuant to Section 3.01 hereof, Hansen shall, at the Pledgor's expense,
immediately deliver to the Pledgor the Collateral together with such documents
or instruments as the Pledgor may reasonably request to evidence discharge and
satisfaction of the purchase money security interest and lien created hereby.
10.01 Costs and Expenses. In the event that an Event of Default shall occur and
be continuing, the Pledgor will pay, immediately upon demand, to Hansen all
reasonable costs and expenses, including reasonable attorneys' fees, related or
incidental to the care, holding, retaking, preparing for sale, selling or
collection of, or realization upon, any of the Collateral or relating or
incidental to establishing, reserving or enforcing the rights of Hansen
hereunder or in respect of any of the Collateral and obtaining legal advice with
regard to any of the foregoing, whether or not suit be brought. Further, the net
proceeds of the Collateral resulting from sale, collection or otherwise and
other available monies coming into the hands of Hansen may be applied by him,
before or after default, to the satisfaction or reduction of any of the
Obligations as he may see fit, whether or not matured.
11.01 No Waiver; Cumulative Rights. No failure on the part of Hansen to
exercise, and no delay in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise by Hansen
of any right, remedy or power hereunder preclude any other or future exercise of
any other right, remedy or power. Each and every right, remedy and power hereby
granted to Hansen or allowed him by any other agreement shall be cumulative and
not exclusive the one of any other, and may be exercised by Hansen from time to
time. No modification or waiver of any provision of this Pledge Agreement and no
consent to any departure by the Pledgor therefrom shall in any event be
effective unless the same shall be in writing and signed by Hansen, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No executory agreement, in whole or in part, shall
be effective to change, modify or discharge, in whole or in part, this Pledge
Agreement unless such agreement shall be in writing and signed by Hansen. No
notice to or demand on the Pledgor in any case shall, of itself, entitle the
Pledgor to any other or further notice or demand in similar or other
circumstances.
12.01 Choice of Law. Except as expressly otherwise herein provided, this Pledge
Agreement shall be governed by, and construed in accordance with, the laws of
Delaware (except for the choice of law provisions thereof).
13.01 Addresses for Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be given by confirmed telex or
telecopy or registered mail addressed, if to the Pledgor to: William C. Lovely,
47583 Cold Spring Place, Sterling, Virginia 20165; if to Hansen to: Richard A.
Hansen, Pennsylvania Merchant Group Ltd, Suite 390, 259 Radnor-Chester Road,
Radnor, Pennsylvania 19087; and in either case, with a copy to
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<PAGE>
Frederick W. Dreher, Duane, Morris & Heckscher, 4200 One Liberty
Place, Philadelphia, Pennsylvania 19103.
14.01 Severability. The provisions of this Pledge Agreement are severable, and
if any clause or provision shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision or part thereof in such jurisdiction and shall not
in any manner affect such clause or provision in any other jurisdiction or any
other clause or provision in this Pledge Agreement in any jurisdiction.
15.01 Miscellaneous. The terms, provisions, covenants and agreements,
representations and warranties contained herein shall be binding upon and shall
inure to the benefit of the Pledgor, Hansen, and their respective successors and
assigns.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the date first above written.
Witness:
/s/ E. Jones /s/ William C. Lovely
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William C. Lovely
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<PAGE>
EXHIBIT N
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of the 21st
day of December, 1995 by and between PMG Investors Ltd, a corporation organized
by and existing under the laws of the State of Delaware (hereinafter referred to
as "Seller") and Mr. Richard A. Hansen residing at N/A (hereinafter referred to
as "Buyer").
RECITALS
WHEREAS, Seller is the owner of a number of the issued and outstand-
ing shares of the common stock of Computone Corp. ("Computone" or the
"Company") and
WHEREAS, Seller and Buyer have agreed that Seller will sell to Buyer and Buyer
will purchase from Seller 1,016,829 shares of the common stock of Computone.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties do hereby agree as follows:
1. Purchase of Shares On the Closing Date (hereinafter defined) Buyer
shall acquire from Seller and Seller shall transfer and convey to Buyer
1,016,829 shares of the common stock of Computone (the "Shares") [duly
endorsed in blank for transfer or with appropriate stock powers], free
and clear of all liens, claims, options, charges and encumbrances of
any person or party in and to the said Shares.
2. Purchase Price In consideration of and in exchange for the Shares,
Buyer will at the Closing, issue and deliver to Seller, Buyer's
unsecured promissory note which shall bear interest at a rate of Prime,
with principal and accrued interest due and payable on June 30, 1996,
and to be substantially in the form attached hereto.
3. Closing The closing sale of the sale and purchase of the Shares, shall
take place simultaneously with the execution and delivery of this
Agreement and shall be held on December 21, 1995 ("Closing Date") at
10:00 A.M. at the offices of Pennsylvania Merchant Group Ltd, 259
Radnor-Chester Road, Suite 390, Radnor, PA.
4. Representations and Warranties of Seller
Seller hereby represents and warrants to Buyer as follows:
(A) it is duly organized and validly existing under the
laws of its jurisdiction of incorporation or
organization and has full power and legal right to
execute and deliver, and to perform its obligations
under this Agreement;
<PAGE>
(B) its execution and delivery of this Agreement and the
performance of its obligations hereunder have been
duly authorized by all necessary corporate action;
(C) all consents, authorizations, and approvals required
for the due execution and delivery by it of, and
performance of its obligations under, this Agreement
have been obtained and remain in full force and ef-
fect, all conditions thereof have been duly complied
with, and no other action by, and except for filings
with the Securities and Exchange Commission which
will be filed promptly, no notice to or filing with,
any governmental authority or regulatory body is
required for such execution, delivery or performance;
(D) there are no actions, proceedings or claims pending
or, to the best of its knowledge, threatened, the
adverse determination of which might have a
materially adverse effect on its ability to perform
its obligations under, or affect the validity or
enforceability of, this Agreement;
(E) this Agreement constitutes its legal, valid, and
binding obligation, enforceable in accordance with
its terms, subject to applicable bankruptcy,
insolvency, and similar laws affecting the rights of
creditors generally and to general equitable
principles (regardless of whether enforcement is in a
proceeding in equity or at law); and or at law); and
(F) the execution and performance by it of this Agreement
and all documents required to be executed and
delivered by it under this Agreement do not and will
not violate any law or regulation of the jurisdiction
of its incorporation or organization or any law or
regulation applicable to it;
(G) the execution and performance by it of this Agreement
will not result in or constitute a default, breach or
violation of its Certificate of Incorporation or
By-Laws, or any contract, agreement, or other
instrument or obligation to which it is a party or by
which any of its respective properties or assets are
bound.
5. Representations and Warranties of Buyer
Buyer hereby represents and warrants to Seller as follows:
(a) The Buyer represents and warrants to the Company and
the Seller that the address of his principal
residence is as set forth above.
(b) The Buyer represents and warrants to the Company and
the Seller that the 1,016,829 Shares to be purchased
by such Buyer is being, and will be acquired by such
Buyer for his own account, not as a nominee or agent,
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<PAGE>
and not with a view to resale or distribution within
the meaning of the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations
thereunder, and such Buyer will not distribute the
Shares in violation of the 1933 Act. The Buyer
acknowledges the total purchase price per share of
$0.29 is $294,880.41 due and payable to the Seller in
accordance with the terms of this Agreement.
(c) The Purchaser (i) acknowledges that the Shares issue
is not registered under the 1933 Act and that the
Shares to be acquired by him must be held
indefinitely by him unless they are subsequently
registered under the 1933 Act or an exemption from
registration is available, (ii) is aware that any
routine sales under Rule 144 of the Securities and
Exchange Commission under the 1933 Act of the Shares
may be made only in limited amounts and in accordance
with the terms and conditions of that Rule and that
in such cases where the Rule is not applicable,
compliance with some other registration exemption
will be required, (iii) is aware that Rule 144 may
not be presently available for use by such Purchaser
for resale of any such Shares, and (iv) is aware that
the Company is not obligated to register under the
1933 Act any sale, transfer or other disposition of
the Shares.
(d) The Purchaser acknowledges receipt of copies of the
Company's recent filings with the Securities and
Exchange Commission (the "SEC Reports"), and
represents and warrants that he has read the SEC
Reports. The Purchaser confirms that the Company has
made available to him the opportunity to ask
questions of and receive answers from the Company's
officers and directors concerning the business and
financial condition of the Company, and the Purchaser
has received to his satisfaction such additional
information about the business and financial
condition of the Company as he requested. The
Purchaser further confirms that as a result of his
review of the SEC Reports, and discussion with
representatives of Pennsylvania Merchant Group Ltd,
familiar with the Company, he is aware of the current
business and financial condition of the Company.
(e) The Purchaser represents that (i) he is an
"accredited investor" as such term is defined in Rule
501 of Regulation D promulgated under the 1933 Act,
(ii) his financial situation is such that the
Purchaser can afford to bear the economic risk of
holding the Shares for an indefinite period of time
and suffer complete loss of his investment, and (iii)
the Purchaser's knowledge and experience in financial
business matters are such that the Purchaser is
capable of evaluating the merits and risks of his
purchase of the Shares.
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<PAGE>
6. Governing Law. This Agreement shall be governed by and con-
strued and enforced in accordance with the laws of the Common-
wealth of Pennsylvania without giving effect to the principles
of conflict of laws thereof.
7. Assignment. Neither Buyer nor Seller shall have the right to
assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other party hereto.
8. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the matters herein
set forth. Any of the terms and conditions of this Agreement may be
waived at any time by the party which is entitled to the benefit
thereof and may be amended or modified in whole or in part only by an
agreement in writing executed in the same manner as this Agreement by
all parties hereto.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the date first written above.
PMGI Buyer
By:/s/ Linda D. Simon By:/s/ Richard A. Hansen
------------------------ ------------------------
Name:
Title:
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<PAGE>
EXHIBIT O
PROMISSORY NOTE
$294,880.41 Radnor, PA
As of December 21, 1995
FOR THE VALUE RECEIVED, the undersigned Richard A. Hansen residing at
N/A ("Purchaser") hereby promises to pay to the order of PMG Investors Ltd
("PMGI"), at the offices of PMGI the principal sum of Two Hundred Ninety Four
Thousand Eight Hundred Eighty Dollars ($294,880.41) in lawful money of the
United States in immediately available funds, and to pay interest from December
21, 1995, on the principal amount hereof outstanding, in like funds, at said
office, at a rate per annum equal to Prime ("Interest Rate"). The principal sum
plus accrued interest shall be due and payable on June 30, 1996.
Interest on any amount of principal plus accrued interest in default
hereunder shall accrue at a rate equal to the Interest Rate plus 2%.
The Purchaser hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The non-exercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
The Note evidences the payment obligation set forth in the Stock
Purchase Agreement dated December 21, 1995 between PMGI and Purchaser.
This Note shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.
By:/s/ Richard A. Hansen
---------------------------
Richard A. Hansen
Date: 12/21/95
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