<PAGE> 1
SCA 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Code-Alarm, Inc.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
191893106
(CUSIP Number)
Copies to:
Larry J. Vingelman D. Kerry Crenshaw, Esq.
Code-Alarm, Inc. Clark, Klein & Beaumont
950 E. Whitcomb 1600 First Federal Building
Madison Heights, Michigan 48071 Detroit, Michigan 48226
(313) 583-9620 (313) 965-8300
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 28, 1989
(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 [x]. (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 less than five percent of such class.
See Rule 13d-7.)
Page 1 of 70 Pages
<PAGE> 2
CUSIP NO. 191893106
----------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rand W. Mueller
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 518,810
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
518,810
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
518,810
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 2 of 70 Pages
<PAGE> 3
CUSIP NO. 191893106
----------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry J. Vingelman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 38,908
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
38,908
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,908
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 3 of 70 Pages
<PAGE> 4
CUSIP NO. 191893106
----------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David L. Skinner
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 74,590
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
74,590
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,590
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 4 of 70 Pages
<PAGE> 5
CUSIP NO. 191893106
----------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geoffrey M. Dixon
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 119,704
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
119,704
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,704
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 5 of 70 Pages
<PAGE> 6
CUSIP NO. 191893106
----------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley A. Skinner
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 74,590
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
74,590
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,590
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 6 of 70 Pages
<PAGE> 7
CUSIP NO. 191893106
----------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth M. Mueller
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 103,704
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
103,704
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,704
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 7 of 70 Pages
<PAGE> 8
CUSIP NO. 191893106
----------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall J. Mueller
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 195,810
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
195,810
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,810
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 8 of 70 Pages
<PAGE> 9
CUSIP NO. 191893106
----------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack C. Chilingirian
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 114,704
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
114,704
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,704
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 9 of 70 Pages
<PAGE> 10
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, without par value (the
"Common Stock"), of Code-Alarm, Inc. ("Code-Alarm"). The principal executive
offices of Code-Alarm are located at 950 East Whitcomb, Madison Heights,
Michigan 48071.
ITEM 2. IDENTITY AND BACKGROUND.
The names, business addresses, principal occupations and the names of
the corporations for which such employment is conducted for each member of the
group are:
Name and Address Principal Occupation and Employer
- ---------------- ---------------------------------
Rand W. Mueller President
950 E. Whitcomb Code-Alarm
Madison Heights, Michigan 48071
Larry J. Vingelman Vice President of Finance
950 E. Whitcomb Code-Alarm
Madison Heights, Michigan 48071
David L. Skinner President
310 W. 7th Street Tessco Group, Inc.
Georgetown, Texas 78628
Geoffrey M. Dixon Vice President of
310 W. 7th Street Sales and Marketing
Georgetown, Texas 78628 Tessco Group, Inc.
Shirley A. Skinner Director of Human Resources
310 W. 7th Street Tessco Group, Inc.
Georgetown, Texas 78628
Kenneth M. Mueller Director of Public Relations
950 E. Whitcomb Code-Alarm
Madison Heights, Michigan 48071
Marshall J. Mueller None
950 E. Whitcomb
Madison Heights, Michigan 48071
Jack C. Chilingirian Attorney
24055 Jefferson Avenue, Suite 200 Self-employed
P.O. Box 319
St. Clair Shores, Michigan 48080
Page 10 of 70 Pages
<PAGE> 11
The principal business of Code-Alarm is manufacturing and marketing automotive
security systems. The principal business of Tessco Group, Inc. ("Tessco") is
assembling cables. The principal address of the employers is the same as the
business address for each member of the group. During the last five years, no
member of the group has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or a party to a civil proceeding and
as a result of such proceeding was or is subject to a judgement, 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. Each member of the group is a citizen of the United Sates
of America.
Item 3. Source and Amount of Funds or Other Consideration.
On July 28, 1989, Code Acquisition Corp. (now Tessco) entered into an
Agreement and Plan of Merger with Tessco Electronic Systems Support Company,
Inc. (the "Plan of Merger"). David L. Skinner and Shirley A. Skinner acquired
their shares of Common Stock pursuant to the Plan of Merger in exchange for the
10,000 shares of Tessco Electronic Systems Support Company, Inc. which they
previously owned. The remaining members of the group acquired their shares of
Common Stock prior to the time that the Common Stock was registered pursuant to
Section 12 of the Securities Exchange Act of 1934.
Item 4. Purpose of Transaction.
All of the Common Stock was acquired for investment purposes. On May 29,
1987, Rand W. Mueller, Marshall J. Mueller, Kenneth M. Mueller, Jack C.
Chilingirian, Geoffrey M. Dixon, Larry J. Vinegelan and Code-Alarm entered into
a Shareholder Agreement (the "Shareholder Agreement"), which was amended on
October 7, 1987 by Amendment No.1 to Shareholder Agreement and further amended
on July 28, 1989 by Amendment No.2 to Shareholder Agreement to add David L.
Skinner and Shirley A. Skinner as parties thereto (the Shareholder Agreement as
so amended is hereinafter referred to as the "Shareholder Agreement"), in order
to secure the continuity of management and business policies of Code-Alarm and
to provide for certain restrictions and obligations with respect to the control
of Code-Alarm. The provisions of Article III of the Plan of Merger are hereby
incorporated by reference. On July 24, 1989, Marshall J. Mueller and Code-Alarm
entered into a Stock Purchase and Option Agreement (the "Option Agreement"). The
provisions of Paragraph 3 of the Option Agreement are hereby incorporated by
reference. Individual members of the group may, from time to time, acquire or
dispose of shares of Common Stock based on market conditions and personal
circumstances. In connection with the Plan of Merger, Rand W. Mueller has
undertaken to use his best efforts to have David L. Skinner elected to serve on
the Board of Directors of Code-Alarm. In various capacities -- as officers or
directors of Code-Alarm and Tessco -- various members of the group may be from
time to time involved in plans or proposals which relate to or would result in:
Page 11 of 70 Pages
<PAGE> 12
(a) The acquisition by persons of additional securities of Code-Alarm or
the disposition of securities of Code-Alarm;
(b) Extraordinary corporate transactions, such as mergers, reorganizations
and liquidations, involving Code-Alarm or Tessco;
(c) Sales or transfers of a material amount of assets of Code-Alarm or
Tessco;
(d) Changes in the present board of directors or management of Code-Alarm,
including plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Material changes in the present capitalization of Code-Alarm or the
dividend policy of Code-Alarm.
(f) Other material changes in Code-Alarm's business or corporate
structure;
(g) Changes in Code-Alarm's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of Code-Alarm by any person;
(h) Causing the Common Stock 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 Code-Alarm becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The beneficial owner, aggregate number and percentage of Common Stock
beneficially owed by each person named in Item 2 and for the group are:
Page 12 of 70 Pages
<PAGE> 13
<TABLE>
<CAPTION>
Name Number of Shares Percentage
- ---- ---------------- ----------
<S> <C> <C>
Rand W. Mueller(1) 518,810 25.8
Larry J. Vingelman 38,908 1.9
David L. Skinner(2) 74,590 3.7
Geoffrey M. Dixon 119,704 6.0
Shirley A. Skinner(2) 74,590 3.7
Kenneth M. Mueller(1) 103,704 5.2
Marshall J. Mueller(1) 195,810 9.7
Jack C. Chillingirian 114,704 5.7
--------- ----
Total 1,240,820 61.7
</TABLE>
- -------------------
(1)Rand W. Mueller and Marshall J. Mueller are brothers, and Kenneth M. Mueller
is their father. Except for being members of the group, each of them disclaims
beneficial ownership of the others' shares of Common Stock.
(2)David L. Skinner and Shirley A. Skinner are husband and wife. Except for
being members of the group, each of them disclaims beneficial ownership of the
other's shares of Common Stock.
The percentages are based on the number of shares outstanding as reported by
Code-Alarm in its Quarterly Report on Form 10-Q for the quarter ended June 30,
1989.
Each member of the group shares the power to vote or to direct the vote and
the power to dispose or to direct the disposition of all of the shares of Common
Stock with all of the other members of the group. On June 1, 1989 Marshall J.
Mueller sold 21,000 shares of Common Stock at a price of $12-3/8 per share
pursuant to a private sale. On June 9, 1989, Marshall J. Mueller sold 21,000
shares of Common Stock at a price of $12-1/4 per share pursuant to a private
sale. On June 12, 1989, Kenneth M. Mueller sold 21,000 shares of Common Stock
at a price of $12-7/16 per share pursuant to a private sale. On July 7, 1989,
Marshall J. Mueller sold 10,000 shares of Common Stock at a price of $11-5/8 per
share pursuant to a private sale. On July 24, 1989, Marshall J. Mueller sold
250,000 shares of Common Stock and Shirley A. Skinner received 74,590 shares of
Common Stock pursuant to the Plan of Merger in exchange for their shares of
Tessco Electronic Systems Support Company, Inc. in a private transaction.
No person other than the members of the group are known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock held by the members of the group. The group
has not ceased to be the beneficial owner of more than five percent of the
Common Stock.
Page 13 of 70 Pages
<PAGE> 14
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
The provisions of Articles II through VI and Section 9.3 of the
Shareholder Agreement are hereby incorporated by reference. Pursuant to the
terms of the Shareholder Agreement, Marshall J. Mueller, Kenneth M. Mueller,
Jack C. Chilingirian, Geoffrey M. Dixon and Larry J. Vingelman executed
Irrevocable Proxies on May 29, 1987 appointing Rand W. Mueller as their proxy to
vote the shares of Common Stock held by each of them. The provisions of these
Irrevocable Proxies are hereby incorporated by reference. The provisions of
paragraph 3 of the Option Agreement are hereby incorporated by reference. The
provisions of Article III of the Plan of Merger are hereby incorporated by
reference. On July 28, 1989, David L. Skinner and Shirley A. Skinner executed
Irrevocable Proxies appointing Rand W. Mueller as their proxy to vote the shares
of Common Stock owned by them. The provision of these Irrevocable Proxies are
hereby incorporated by reference. On July 28, 1989, Code-Alarm, David L. Skinner
and Shirley A. Skinner entered into a Registration Rights Agreement (the
"Registration Rights Agreement"). The provisions of paragraphs 1, 2 and 3 of
the Registration Rights Agreement are hereby incorporated by reference. On July
28, 1989, David L. Skinner and Shirley A. Skinner entered into a Security
Agreement with American Equities, Inc. (the "Security Agreement"). The
provisions of Paragraph 2 of the Security Agreement are hereby incorporated by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
7.1 Joint Acquisition Statement Agreement dated August 30, 1989 among
Rand W. Mueller, Larry J. Vingelman, David L. Skinner, Geoffrey M.
Dixon, Shirley A. Skinner, Kenneth M. Mueller, Marshall J. Mueller and
Jack C. Chilingirian.
7.2 Stock Purchase and Option Agreement dated July 24, 1989 between
Marshall J. Mueller and Code-Alarm.
7.3 Agreement and Plan of Merger dated July 28, 1989 between Code
Acquisition Corp. and Tessco Electronic Systems Support Company, Inc.
7.4 Registration Rights Agreement dated July 28, 19898 among Code-Alarm,
David L. Skinner and Shirley A. Skinner.
7.5 Security Agreement dated July 28, 1989 among American Equities Inc.,
David L. Skinner and Shirley A. Skinner.
Page 14 of 70 Pages
<PAGE> 15
7.6 Shareholder Agreement dated May 29, 1987 among Rand W. Mueller,
Marshall J. Mueller, Kenneth M. Mueller, Jack C. Chilingirian,
Geoffrey M. Dixon, Larry J. Vingelman and Code-Alarm as amended by
Amendment No. 1 to Shareholder Agreement dated October 7, 1987 among
Rand W. Mueller, Marshall J. Mueller, Kenneth M. Mueller, Jack C.
Chilingirian, Geoffrey M. Dixon, Larry J. Vingelman and Code-Alarm and
Amendment No. 2 to Shareholder Agreement dated July 28, 1989 among
Rand W. Mueller, Marshall J. Mueller, Kenneth M. Mueller, Jack C.
Chilingirian, Geoffrey M. Dixon, Larry J. Vingelman, David L.
Skinner, Shirley A. Skinner and Code-Alarm.
7.7 Irrevocable Proxies of Marshall J. Mueller, Kenneth M. Mueller, Jack
C. Chilingirian, Geoffrey M. Dixon and Larry J. Vingelman dated May
29, 1987.
7.8 Irrevocable Proxies of David L. Skinner and Shirley A. Skinner dated
July 28, 1989.
SIGNATURES.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Signature Date
--------- ----
/s/ Rand W. Mueller August 28, 1989
- ----------------------------------
Rand W. Mueller
/s/ Larry J. Vingelman August 28, 1989
- ----------------------------------
Larry J. Vingelman
/s/ David L. Skinner August 28, 1989
- -----------------------------------
David L. Skinner
/s/ Geoffrey M. Dixon August 28, 1989
- ------------------------------------
Geoffrey M. Dixon
/s/ Shirley A. Skinner August 31, 1989
- ------------------------------------
Shirley A. Skinner
Page 15 of 70 Pages
<PAGE> 16
/s/ Kenneth M. Mueller
- -------------------------------- August 29, 1989
Kenneth M. Mueller
/s/ Marshall J. Mueller
- -------------------------------- August 31, 1989
Marshall J. Mueller
/s/ Jack C. Chilingirian
- -------------------------------- August 30, 1989
Jack C. Chillingirian
Page 16 of 70 Pages
<PAGE> 17
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
7.1 Joint Acquisition Statement Agreement dated August 30, 1989 among
Rand W. Mueller, Larry J. Vingelman, David L. Skinner, Geoffrey M.
Dixon, Shirley A. Skinner, Kenneth M. Mueller, Marshall J. Mueller
and Jack C. Chilingirian ................................................ 18
7.2 Stock Purchase and Option Agreement dated July 24, 1989 between
Marshall J. Mueller and Code-Alarm ....................................... 21
7.3 Agreement and Plan of Merger dated July 28, 1989 between Code
Acquisition Corp. and Tessco Electronic Systems Support Company, Inc. .... 26
7.4 Registration Rights Agreement dated July 28, 1989 among Code-Alarm,
David L. Skinner and Shirley A. Skinner .................................. 39
7.5 Security Agreement dated July 28, 1989 among American Equities, Inc.,
David L. Skinner and Shirley A. Skinner .................................. 44
7.6 Shareholder Agreement dated May 29, 1987 among Rand W. Mueller,
Marshall J. Mueller, Kenneth M. Mueller, Jack C. Chilingirian,
Geoffrey M. Dixon, Larry J. Vingelman and Code-Alarm as amended by
Amendment No. 1 to Shareholder Agreement dated October 7, 1987 among
Rand W. Mueller, Marshall J. Mueller, Kenneth M. Mueller,
Jack C. Chilingirian, Geoffrey M. Dixon, Larry J. Vingelman and
Code-Alarm and Amendment No. 2 to Shareholder Agreement dated July 28,
1989 among Rand W. Mueller, Marshall J. Mueller, Kenneth M. Mueller ,
Jack C. Chilingirian, Geoffrey M. Dixon, Larry J. Vingelman, David L.
Skinner, Shirley A. Skinner and Code-Alarm ............................... 46
7.7 Irrevocable Proxies of Marshall J. Mueller, Kenneth M. Mueller, Jack C.
Chilingirian, Geoffrey M. Dixon and Larry J. Vingelman dated May 29,
1987 ..................................................................... 64
7.8 Irrevocable Proxies of David L. Skinner and Shirley A. Skinner dated
July 28, 1989 ............................................................ 69
</TABLE>
Page 17 of 70 Pages
<PAGE> 1
EXHIBIT 7.1
JOINT ACQUISITION STATEMENT AGREEMENT
This Agreement is made as of August 30, 1989 by and among Rand W. Mueller,
Larry J. Vingelman, David L. Skinner, Geoffrey M. Dixon, Shirley A. Skinner,
Kenneth M. Mueller, Marshall J. Mueller and Jack C. Chilingirian (collectively
the "Controlling Shareholders").
WITNESSETH:
WHEREAS, the Controlling Shareholders are parties to a certain Shareholder
Agreement dated May 29, 1987 as amended by a certain Amendment No. 1 to
Shareholder Agreement dated October 7, 1987 and as further amended by Amendment
No. 2 to Shareholder Agreement dated July 28, 1989 (as so amended the
"Shareholder Agreement");
WHEREAS, pursuant to the Shareholder Agreement, the Controlling
Shareholders share voting and dispositive power over the shares of Common Stock,
without par value, of Code-Alarm, Inc., a Michigan corporation (the "Common
Stock");
WHEREAS, as a result of the Shareholder Agreement, the Controlling
Shareholders constitute a group for the purposes of filing a Schedule 13D
pursuant to the Securities Exchange Act of 1934, as amended; and
<PAGE> 2
WHEREAS, as a result of David L. Skinner and Shirley A. Skinner acquiring
shares of Common Stock, the Controlling Shareholders are required to file a
Schedule 13D.
NOW, THEREFORE, it is hereby agreed as follows:
1. The Controlling Shareholders shall file a single, joint Schedule 13D on
behalf of each of the Controlling Shareholders, and the Controlling Shareholders
shall file such joint amendments as may be necessary to the Schedule 13D to
reflect any material change in the facts set forth in the Schedule 13D.
2. Each of the Controlling Shareholders hereby disclaims beneficial
ownership of the shares owned by each of the other Controlling Shareholders.
3. Each of the Controlling Shareholders hereby constitutes and appoints
Rand W. Mueller and Larry J. Vingelman, jointly and severally , his or her
attorney-in-fact, each with the power of substitution, for such Controlling
Shareholder in any and all capacities, to sign any Schedule 13D in connection
with the ownership by the Controlling Shareholders of the Common Stock, and any
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying
-2-
<PAGE> 3
and confirming all that each of said attorneys-in-fact, or his substitutes, may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the Controlling Shareholders have duly executed and
delivered this Agreement as of the date set forth above.
/s/ Rand W. Mueller /s/ Larry J. Vingelman
- ----------------------- -----------------------
Rand W. Mueller Larry J. Vingelman
/s/ David L. Skinner /s/ Geoffrey M. Dixon
- ----------------------- -----------------------
David L. Skinner Geoffrey M. Dixon
/s/ Shirley A. Skinner /s/ Kenneth M. Mueller
- ----------------------- -----------------------
Shirley A. Skinner Kenneth M. Mueller
/s/ Marshall J. Mueller /s/ Jack C. Chilinginian
- ----------------------- ------------------------
Marshall J. Mueller Jack C. Chilinginian
-3-
<PAGE> 1
EXHIBIT 7.2
STOCK PURCHASE AND OPTION AGREEMENT
This Agreement is made as of the 7/24/89 day of July, 1989 by and between
Marshall J. Mueller ("Mueller") and Code-Alarm, Inc., a Michigan corporation
("Code-Alarm").
WITNESSETH:
WHEREAS, Mueller has been an executive officer, director and shareholder of
Code-Alarm since its formation;
WHEREAS, Mueller is the owner of record of Four Hundred Forty-Five Thousand
Eight Hundred Ten (445,810) shares of the common stock of Code-Alarm (the
"Stock"); and
WHEREAS, Mueller desires to sell his shares of Code-Alarm stock and to
terminate his employment by Code-Alarm.
NOW, THEREFORE, IT IS HEREBY AGREED that:
1. Simultaneously with the delivery of this Agreement, Code-Alarm shall
deliver to Mueller a cashier's check in the amount of Two Million Five Hundred
Thousand and 00/100 Dollars ($2,500,000.00) payable to the order of Mueller.
2. Simultaneously with the delivery of this Agreement, Mueller shall
deliver to Code-Alarm certificates representing Two Hundred Fifty Thousand
(250,000) shares of the Stock, duly endorsed for transfer to Code-Alarm, with
his signature guaran-
<PAGE> 2
teed by a national bank or member of a national securities exchange, together
with a consent in form and substance satisfactory to Code-Alarm waiving
compliance with Article III of the shareholders agreement dated as of May 29,
1987 among certain shareholders of Code-Alarm and Code-Alarm (the "Shareholders
Agreement"), duly executed by shareholders holding more than 2/3 of the
restricted shares subject to the Shareholders Agreement.
3. Mueller hereby grants to Code-Alarm an option to purchase up to One
Hundred Ninety-Five Thousand Eight Hundred Ten (195,810) shares of the Stock
(the "Option"). The exercise price of the Option shall be equal to the greater
of (i) Ten and 00/100 Dollars ($10.00) per share and (ii) seventy percent (70%)
of the net proceeds, after deduction of underwriting discounts or placement
fees and offering expenses, received by Code-Alarm from the sale of the Stock
subject to the Option in a public offering or private placement (the "Exercise
Price"). The Option may be exercised at any time prior to the first anniversary
of this Agreement by notice from Code-Alarm to Mueller. The closing shall take
place five (5) business days after the public or private offering. At the
closing, Code-Alarm shall deliver to Mueller a cashier's check in the amount of
the Exercise Price payable to the order of Mueller against delivery by Mueller
of certificates representing the number of shares of the Stock to be purchased,
duly endorsed for transfer to Code-Alarm, with a signature guaranteed by a
national bank or a member of a nation-
-2-
<PAGE> 3
al securities exchange, together with a consent in form and substance
satisfactory to Code-Alarm waiving compliance with Article III of the
Shareholders Agreement duly executed by shareholders holding more than 2/3 of
the restricted shares subject to the Shareholders Agreement.
4. Simultaneously with the delivery of this Agreement, Mueller shall
cease to be an officer, employee or consultant of Code-Alarm. The employment
agreement dated as of May 29, 1987 between Mueller and Code-Alarm (the
"Employment Agreement") is hereby amended to provide that the Employment Term
provided in the Employment Agreement shall terminate as of the date of this
Agreement, and neither Mueller nor his heirs, successors or assigns shall be
entitled to receive any further compensation or benefit from Code-Alarm under
the Employment Agreement after the date of this Agreement.
5. Mueller represents and warrants that; (i) he is the sole legal and
beneficial owner of the Stock, with full and unrestricted power to grant the
Option and to sell, convey, transfer, assign, endorse and otherwise deliver the
Stock; (ii) the delivery to Code-Alarm of the certificates representing the
Stock shall vest in Code-Alarm full, good and marketable right, title and
interest thereto, free and clear of all liens, pledges, claims, restrictions
and other encumbrances; (iii) he is aware that Code-Alarm intends to finance
the purchase of the
-3-
<PAGE> 4
Stock initially through a bank loan and ultimately through private or public
offerings of securities of Code-Alarm, which may include the sale of the common
stock of Code-Alarm at a price in excess of the price being paid to Mueller
pursuant to this Agreement; and (iv) he has reviewed all of the public
information regarding Code-Alarm and has had the opportunity to have answered
any questions about the business or prospects of Code-Alarm. Mueller shall
indemnify and hold Code-Alarm harmless from and against all claims, damages,
losses, liabilities, costs and other expenses, including actual attorney's fees,
in any way arising out of or related to the representations and warranties
contained herein.
6. This Agreement and the documents referred to herein represent the
full and complete agreement among the parties, with respect to the subject
matter hereof, and supercede all prior negotiations and agreements, whether oral
or written. There are no representations, warranties, covenants, conditions,
terms, agreements, promises, understandings, commitments or other arrangements
other than those expressly set forth herein or made in writing on or after the
date hereof.
7. This Agreement is made pursuant to, and shall be governed by, construed
under and enforced in accordance with, the laws of the State of Michigan,
without regard to its conflict-of-laws principles.
-4-
<PAGE> 5
8. This Agreement shall be binding upon, inure to the benefit of and be
enforceable by the heirs, executors, personal representatives, trustees,
guardians, custodians, administrators, conservators, successors and assigns of
the parties hereto, provided that no assignment of this Agreement shall be
effective without the express written consent of the other party.
9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the day and year first above written.
Witness: MARSHALL J. MUELLER
/s/ Kenneth M. Mueller By: /s/ Marshall J. Mueller
- --------------------------- ------------------------------
Marshall J. Mueller
Attest: CODE-ALARM, INC.
By: /s/ Larry J. Vingelman By: /s/ Rand W. Mueller
------------------------- ------------------------------
Larry J. Vingelman Rand W. Mueller
Secretary President
-5-
<PAGE> 1
EXHIBIT 7.3
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made as of the 28th day of July,
1989 between CODE ACQUISITION CORP., a Michigan corporation ("Code
Acquisition") and TESSCO ELECTRONIC SYSTEMS SUPPORT COMPANY, INC., a Texas
corporation ("Tessco").
WITNESSETH:
WHEREAS, Code-Alarm, Inc., a Michigan corporation ("Code-Alarm") has
formed Code Acquisition, a wholly-owned subsidiary of Code-Alarm for the
purposes of merging Tessco with and into Code Acquisition (the "Merger");
WHEREAS, Code Acquisition is a corporation duly organized, validly
existing and in good standing under the laws of the State of Michigan and, as
of the date hereof, the authorized capital stock of Code Acquisition consists
of 50,000 shares of common stock, par value $1.00 per share, of which 1,000
shares are issued and outstanding and owned by Code-Alarm;
WHEREAS, Tessco is a corporation duly organized and validly existing
under the laws of the State of Texas and, as of the date hereof, the authorized
capital stock of Tessco consists of 100,000 shares of Common Stock, no par
value per share (the "Tessco Common Stock"), of which 10,000 shares are issued
and outstanding, other than treasury shares, which shall be cancelled;
<PAGE> 2
WHEREAS, the parties hereto have entered into an Agreement and Plan
of Reorganization ("Plan of Reorganization") dated as of July 2, 1989, setting
forth certain representations, warranties and agreements in connection with the
transactions therein and herein contemplated; and
WHEREAS, the respective Boards of Directors of Tessco, Code-Alarm and
Code Acquisition deem the merger advisable and in the best interests of each of
such respective corporations and their respective shareholders and, by
resolutions duly adopted, have adopted and approved this Agreement and Plan of
Merger and the Plan of Reorganization, and all of the shareholders of Tessco
have adopted and approved this Agreement and Plan of Merger and the Plan of
Reorganization.
NOW, THEREFORE, it is agreed as follows:
ARTICLE I
1.1 Merger of Tessco into Code Acquisition. Tessco shall be merged
into Code Acquisition upon the filing of a Certificate of Merger with the
Corporation and Securities Bureau of the Michigan Department of Commerce and
the Articles of Merger with the Secretary of State, Corporate Division, of the
State of Texas (the time at which the latter of such filings shall be deemed
effective is referred to as the "Effective Time") which filings shall be made
as soon after the execution
-2-
<PAGE> 3
of this Agreement and Plan of Merger as practicable. At the Effective Time,
the separate corporate existence of Tessco shall thereupon cease and Code
Acquisition shall be the surviving corporation.
1.2 Effect of the Merger. From and after the Effective Time:
1.2.1 The separate existence of Tessco and Code Acquisition
shall cease and be merged into Code Acquisition, which shall possess
(i) all of the rights, privileges, immunities and franchises public
and private, and shall be subject to all of the restrictions,
disabilities and duties, of Tessco and Code Acquisition; and (ii) all
property, real, personal and mixed, and all debts due to either
Tessco and Code Acquisition on whatever account, including
subscriptions to shares, and all other things in action or belonging
to Tessco and Code Acquisition shall be vested in Code Acquisition.
-3-
<PAGE> 4
1.2.2 All rights of creditors and all liens upon any
property of either Tessco or Code Acquisition shall be preserved
unimpaired and all debts, liabilities and duties of Tessco and Code
Acquisition shall thenceforth attach to Code Acquisition and may be
enforced against Code Acquisition to the same extent as if said
debts, liabilities and duties had been incurred or contracted by it.
1.2.3 Any action or proceeding, whether civil, criminal or
administrative, pending by or against Tessco or Code Acquisition
shall be prosecuted as if the Merger had not taken place, and Code
Acquisition may be substituted as a party in such action or
proceeding in place of Tessco.
1.3 Additional Actions. If, at any time after the Effective Time,
Code Acquisition shall consider or be advised that any further assignments or
assurances in law or any other acts are necessary or desirable to (i) vest,
perfect or confirm, of record or otherwise, in Code Acquisition its rights,
title or interest in, to or under any of the rights, properties or assets of
Tessco acquired or to be acquired by Code Acquisition as a result of, or in
connection with, the Merger, or (ii) otherwise carry out the purposes of this
Agreement and Plan of Merger, Tessco and its proper officers and directors
shall be deemed
-4-
<PAGE> 5
hereby to have granted to Code Acquisition an irrevocable power of attorney
to execute and deliver all such proper deeds, assignments and assurances in law
and to do all acts necessary or proper to vest, perfect or confirm title to and
possession of such rights, properties or assets in Code Acquisition and
otherwise to carry out the purposes of this Agreement and Plan of Merger; and
the proper officers and directors of Code Acquisition are fully authorized in
the name of Tessco or otherwise to take any and all such action.
ARTICLE II
2.1 Name of Surviving Corporation. The name of the Surviving
Corporation shall be Tessco Group, Inc.
2.2 Articles of Incorporation. From and after the Effective Time,
the Articles of Incorporation of Code Acquisition, except as amended as provided
in Section 2.1 shall be the Articles of Incorporation of the surviving
corporation until duly amended in accordance with law.
2.3 State of Incorporation of the Surviving Corporation. Code
Acquisition shall continue to be a Michigan corporation subject to its laws. Its
registered office shall continue to be 950 E. Whitcomb, Madison Heights,
Michigan 48071.
2.4 Rights of Dissenting Shareholders. Code Acquisition hereby
agrees that it may be served with process in
-5-
<PAGE> 6
the State of Texas with respect to any proceeding for the enforcement of any
obligation of Tessco and in any proceeding for the enforcement of the rights of
a dissenting shareholder of Tessco against Code Acquisition. Code Acquisition
hereby irrevocably appoints the Secretary of the State of Texas as its agent to
accept service of process in any such proceeding. Code Acquisition further
agrees that it will promptly pay to any dissenting shareholder of Tessco the
amount, if any, to which such shareholder shall be entitled under the provisions
of the Texas Business Corporation Act with respect to the rights of such
dissenting shareholder.
2.5 Cessation of Shareholder Status. The shareholders of Tessco
(the "Shareholders") holding certificates which represent shares of the capital
stock of Tessco outstanding immediately prior to the Effective Time shall cease
to be, and shall have no rights as, shareholders of Tessco or Code Acquisition.
ARTICLE III
TERMS OF THE TRANSACTION
3.1 Merger Consideration. At the Effective Time, each share of
Tessco Common Stock which is issued and outstanding shall be converted into
cash and Code-Alarm common stock, no par value (the "Code-Alarm Common Stock")
as provided in Section 3.2 subject to the adjustment provided in Section 3.3
and the
-6-
<PAGE> 7
contingent distributions described in Sections 3.4, 3.5 and 3.6 hereof. All
shares of Tessco Common Stock which are held by Tessco as treasury shares shall
be cancelled.
3.2 Closing Distribution. At the Effective Time, the Shareholders
shall receive a distribution of $1,330,004.00 by cashier's or certified check
and 149,180 shares of Code-Alarm Common Stock.
3.3 1989 Adjustment. Ronald E. Prien, certified public accountant,
shall prepare, in cooperation with Laventhol & Horwath, independent certified
public accountants, audited consolidated financial statements for Tessco and
Paramax, Inc. a Texas corporation ("Paramax") as of and for the year ended July
1, 1989 (the "1989 Financial Statements"). If the sum of the after-tax net
income of Tessco and Paramax as shown on the 1989 Financial Statements exceeds
$689,000, then as soon as practicable after receipt of the 1989 Financial
Statements, Code Acquisition shall distribute to the Shareholders cash and
Code-Alarm Common Stock with a value equal to the difference, if any, of the
after-tax net income of Tessco and Paramax minus $689,000, multiplied by 5. If
the sum of the after-tax net income of Tessco and Paramax as shown on the 1989
Financial Statements is less than $689,000, then as soon as practical after
receipt of the 1989 Financial Statements, the Shareholders shall return to Code
Acquisition cash and Code-Alarm Common
-7-
<PAGE> 8
Stock with a value equal to the difference, if greater than zero, of $689,000
minus the after-tax net income, multiplied by 5. The distribution or return
shall be made 48 percent in cash and 52 percent in Code-Alarm Common Stock;
provided, however, that if the Shareholders would be entitled to receive or
keep a fraction of a share of Code-Alarm Common Stock, the Shareholders shall
not receive or keep such fractional share and shall instead receive such amount
in cash or deduct such amount from any cash to be returned, as applicable. In
determining the number of shares to be distributed or returned pursuant to this
Section 3.3, each share of Code-Alarm Common Stock shall be valued at $12.20
per share.
3.4 1990 Distribution. On or before March 31, 1990, Code
Acquisition shall distribute to the Shareholders cash and Code-Alarm Common
Stock, in accordance with Section 3.7, with a value equal to 25 percent of the
increase, if any, of the Theoretical Value for the 6 months ended December 31,
1989 over the Theoretical Value for the year ended July 1, 1989. The
Theoretical Value shall be determined by multiplying the Actual Earnings of
Tessco, or Code Acquisition as applicable, by the Applicable Valuation Factor.
The Actual Earnings for the year ended July 1, 1989 shall be the sum of the
after-tax net income of Tessco and Paramax as shown on the 1989 Financial
Statements. The Actual Earnings of Code Acquisition for the periods beginning
after July 1, 1989 shall be the after-tax net
-8-
<PAGE> 9
income, if any, of Code Acquisition as determined by Code-Alarm's certified
public accountants on the consolidating income statements to be used in
preparing the audited, consolidated income statement of Code-Alarm and its
subsidiaries, adjusted as follows: (i) there shall be no allocation of
corporate overhead to Code Acquisition; (ii) the tax allocated to the net
income of Code Acquisition shall be determined by multiplying the net income of
Code Acquisition by the effective consolidated tax rate of Code-Alarm and its
subsidiaries; and (iii) any other adjustments shall be determined in accordance
with any written agreements between the Shareholders and Code-Alarm with
respect to the determination of the Actual Earnings of Code Acquisition. The
Applicable Valuation Factor shall be determined in accordance with the
following table:
<TABLE>
<CAPTION>
Product of Net Sales (in thousands) Applicable
times Actual Earnings (in thousands) Valuation Factor
------------------------------------ ----------------
<S> <C>
less than $10,335,999 5.0
$10,336,000 to 13,715,999 5.2
13,716,000 to 17,521,999 5.4
17,522,000 to 21,754,999 5.6
21,755,000 to 26,414,999 5.8
26,415,000 to 31,500,999 6.0
31,501,000 to 38,394,999 6.2
38,395,000 to 45,936,999 6.4
45,937,000 to 54,126,999 6.6
54,127,000 to 62,964,999 6.8
over 62,965,000 7.0
</TABLE>
The Net Sales of Tessco and its subsidiary for the year ended July 1, 1989
shall be the net sales of Tessco and its subsidiary
-9-
<PAGE> 10
as shown on the 1989 Financial Statements. The Net Sales of Code Acquisition
for the periods beginning after June 30, 1989 shall be the net sales of Code
Acquisition as determined by Code-Alarm's certified public accountants on the
consolidating income statements used in preparing the audited, consolidated
income statement of Code-Alarm and its subsidiaries. For the purposes of
determining the Theoretical Value for the six months ended December 31, 1989
only, Net Sales and Actual Earnings shall be multiplied by 2.
3.5 1991 Distribution. On or before March 31, 1991, Code
Acquisition shall distribute to the Shareholders cash and Code-Alarm Common
Stock, in accordance with Section 3.7, with a value equal to 37.5 percent of
the increase, if any, of the Theoretical Value for the year ended December 31,
1990 over the greater of: (i) the Theoretical Value for the six months ended
December 31, 1989 or (ii) the Theoretical Value for the year ended July 1,
1989.
3.6 1992 Distribution. On or before March 31, 1992, Code
Acquisition shall distribute to the Shareholders cash and Code-Alarm Common
Stock, in accordance with Section 3.7, with a value equal to 12.5 percent of
the increase, if any, of the Theoretical Value for the year ended December 31,
1991 over the greater of (i) the Theoretical Value for the year ended December
31, 1990; (ii) the Theoretical Value for the six months ended
-10-
<PAGE> 11
December 31, 1989; or (iii) the Theoretical Value for the year ended July 1,
1989.
3.7 Proportion of Distribution; Determination of Value. The
Shareholders may determine the proportion of cash and Code-Alarm Common Stock
to be distributed to them in any year by written notice to Code-Alarm not later
than February 1 of such year; provided, however, that in no event shall the
cash portion be less than 33 percent nor more than 48 percent of the
distribution. The value of the Code-Alarm Common Stock to be distributed in
March of each year shall be determined by adding the high and low sales price
of Code-Alarm Common Stock for the first 5 consecutive trading days in February
of such year as reported in the Wall Street Journal and dividing the sum by 10.
Absent such written notice, Code-Alarm shall determine, in its sole discretion,
the proportion of cash and Code-Alarm Common Stock to be distributed, which
cash shall not be less than 33 percent nor more than 48 percent of such
distribution.
3.8 Antidilution Adjustment. If, in the interval between the
commencement of any valuation period with respect to any distribution to be
made to the Shareholders as provided in this Article III and such distribution,
the outstanding shares of Code-Alarm Common Stock shall be changed into a
different number of shares or a different class by reason of any
reclassification, recapitalization, split-up, combination,
-11-
<PAGE> 12
exchange of shares, readjustment, or a stock dividend thereon shall be declared
with a record date within said interval, the value of the Code-Alarm Common
Stock and the number of shares of Code-Alarm Common Stock to be distributed to
the Shareholders shall be correspondingly adjusted.
ARTICLE IV
4.1 Counterparts. This Agreement and Plan of Merger may be executed
in one or more counterparts, each of which shall be deemed to be an original
but all of which together shall constitute one agreement.
4.2 Governing Law. This Agreement and Plan of Merger shall be
governed in all respects, including, but not limited to, validity,
interpretation, effect and performance, by the laws of the State of Michigan.
4.3 Amendment. Subject to applicable law, this Agreement and Plan
of Merger may be amended, modified or supplemented only by written agreement of
Tessco, Code Acquisition, David L. Skinner and Shirley A. Skinner at any time
prior to the Effective Time.
4.4 Waiver. Any of the terms or conditions of this Agreement and
Plan of Merger may be waived at any time by whichever of Tessco and Code
Acquisition is, or the Shareholders which are, entitled to the benefit thereof
by action taken by the Board of Directors of Tessco or Code Acquisition.
-12-
<PAGE> 13
4.5 Headings. The headings herein are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement, nor are they deemed to be a part of this Agreement.
4.6 Termination. This Agreement and Plan of Merger shall terminate
upon the termination of the Plan of Reorganization and there shall be no
liability on the part of any of the parties hereto or of any of their
respective directors or officers.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement and Plan of Merger as of the date hereof.
CODE ACQUISITION CORP.
By: /s/ Rand W. Mueller
----------------------------
Rand W. Mueller
Chairman of the Board
TESSCO ELECTRONIC SYSTEMS SUPPORT
COMPANY, INC.
By: /s/ David L. Skinner
-----------------------------
David L. Skinner
Chairman of the Board
-13-
<PAGE> 1
EXHIBIT 7.4
REGISTRATION RIGHTS AGREEMENT
This Agreement is made this 28th day of July, 1989 by and among CODE-ALARM,
INC., a Michigan corporation ("the Company"), DAVID L. SKINNER and his wife
SHIRLEY A. SKINNER ("the Shareholders").
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger and
Agreement and Plan of Reorganization ("the Merger Documents") of even date
herewith, the Shareholders are to receive cash and certain shares of the
Company's common stock, without par value ("the Common Stock"); and
WHEREAS, the Common Stock has not been registered under the federal or
state securities laws; and
WHEREAS, as a condition to the consummation of the Merger Documents and the
transactions contemplated therein, the Shareholders have required that they be
granted certain "piggy-back" registration rights under the federal securities
laws for a portion of the shares of the Common Stock.
NOW, THEREFORE, it is agreed as follows:
1. Registration Rights. In the next registration statement filed with
the Securities and Exchange Commission for the registration of shares of Common
Stock of the Company for public sale [but not including any such shares
registered for
<PAGE> 2
issuance upon conversion of any convertible security of the Company (the
"Registration Statement")], in the event a Registration Statement is filed prior
to July 29, 1991, the Company shall include up to 25,000 shares of each of the
Common Stock in such Registration Statement, provided, the Shareholders shall
have made a request therefor in writing at least 30 days prior to the filing of
any such Registration Statement. The Company agrees to give the Shareholders
written notice of any proposed filing of such Registration Statement in such a
manner so as to allow the Shareholders to timely exercise their registration
rights granted hereunder. Notwithstanding the foregoing, if in the reasonable
opinion of the lead underwriter who is expected to market the securities covered
by such Registration Statement, the inclusion of all or part of the
Shareholders' Common Stock therein shall be impracticable or inadvisable, to the
extent the inclusion of such shares shall be so impracticable or inadvisable,
the rights of the Shareholders under this paragraph to have their shares
included in such Registration Statement shall be reduced pro rata as to the
number of shares being sold by any other selling shareholder, or suspended, as
appropriate, but only as to such Registration Statement. In the event that
25,000 shares of each of the Shareholders are not registered, the Company shall
use its best efforts to have the amount not so registered included in the next
Registration Statement until 25,000 shares each are
-2-
<PAGE> 3
registered. In no event shall the Shareholder have any registration rights
hereunder after July 28, 1991.
2. Cost Of Registration. In the event that any shares of Common Stock are
included in a Registration Statement as provided in this Agreement, the
Shareholders participating in such offering shall not bear the cost incurred by
the Company attributable to the registration of their shares; provided,
however, that the proceeds payable to the Shareholders shall be reduced by all
underwriting or pricing discounts and agency fees or commissions.
3. Additional Conditions. In the event that shares of the Common Stock are
to be included in a Registration Statement as provided hereunder, the
Shareholders shall furnish the Company with such appropriate information as the
Company shall reasonably request concerning the Shareholders, and each of them,
as is necessary for the Company to comply with the disclosure requirements of
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations promulgated thereunder. Following the effective date of such
Registration Statement, the Company shall, upon the reasonable request of the
Shareholders, supply such number of prospectuses meeting the requirements of the
Act as shall be requested by the Shareholders to permit the Shareholders to make
a public offering of all the shares of the Common Stock included
-3-
<PAGE> 4
therein. The Company shall exercise good faith efforts to qualify the shares of
Common Stock of the Shareholders for sale in such states as the Shareholders
shall reasonably designate.
The Shareholders shall indemnify and hold harmless the Company and each
underwriter from and against all liabilities under the Act or otherwise arising
from such Registration Statement, in the same manner as the Company is or
becomes obligated to indemnify any underwriter or agent in connection with
offering the Common Stock for sale, or shall contribute to payments of the
Company to the same extent and with the same effect as the Company indemnifies
the underwriter or agent or agrees to contribute to payments the Company may be
required to make to such underwriter or agent.
4. Binding Agreement; Assignment. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective executors,
administrators, heirs, legatees, devisees, legal representatives, successors
and assigns which agree in writing to be bound by the terms hereof.
5. Entire Agreement; Amendment. This Agreement constitutes the entire
agreement between the parties and supersedes all prior negotiations and
agreements relating to the subject matter hereof. There are no representations,
warranties, covenants, conditions, terms, agreements, promises, understandings,
commitments or other arrangements between the
-4-
<PAGE> 5
warranties, covenants, conditions, terms, agreements, promises,
understandings, commitments or other arrangements between the parties other
than those expressly set forth herein with respect to the subject matter
hereof. This Agreement may not be amended, altered or modified except by a
written instrument duly executed by both of the parties hereto which refers to
this Agreement.
6. Governing Law. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Michigan
(excluding the choice of law rules thereof).
IN WITNESS WHEREOF, the undersigned have executed this document as of
the date first above written.
CODE-ALARM, INC.
By: /s/ Rand W. Mueller
----------------------------
Rand W. Mueller
President
SHAREHOLDERS
/s/ David L. Skinner
-------------------------------
David L. Skinner
/s/ Shirley A. Skinner
-------------------------------
Shirley A. Skinner
-5-
<PAGE> 1
EXHIBIT 7.5
SECURITY AGREEMENT
This Agreement is made as of the 28th day of July, 1989 by and among
AMERICAN EQUITIES, INC., a Delaware corporation, DAVID L. SKINNER and SHIRLEY A.
SKINNER, his wife (the "Skinners").
WHEREAS, American Equities, Inc. has performed its obligations under the
terms of a certain letter agreement dated as of the 25th day of August, 1988
(the "Letter Agreement") wherein American Equities agreed to assist the Skinners
in locating a purchaser for Tessco Electronic Systems Support Company, Inc., a
Texas corporation; and
WHEREAS, the parties hereto wish to secure the obligations of the Skinners
to American Equities, Inc. resulting from American Equities, Inc.'s performance
under that letter agreement.
NOW, THEREFORE, it is agreed as follows:
1. On or before July 28, 1990, the skinners will pay an amount equal to
the value of 8,500 shares of Code-Alarm common stock, without par value (the
"Common Stock"), determined by averaging the high and low prices of the Common
Stock, as reported in the Wall Street Journal for the five-day period commencing
July 16, 1990.
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2. The Skinners hereby assign, as security to American Equities, Inc.
8,056 shares of the Common Stock held in their name which are represented by
Certificate NO. CA-1353, which is attached hereto, which is accompanied by an
Assignment Separate from Certificate duly executed in blank, as additional
security to secure the payment of the Skinners to American Equities, Inc. as
set forth herein.
3. The Skinners acknowledge that they may owe American Equities, Inc.
additional amounts pursuant to the Letter Agreement in the event that the
Skinners receive additional monies under Sections 3.4, 3.5 and 3.6 of a certain
Agreement and Plan of Merger of even date herewith.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
AMERICAN EQUITIES, INC.
By: /s/ Christy Neill
----------------------------
Christy Neill
President
/s/ David L. Skinner
-------------------------------
DAVID L. SKINNER
/s/ Shirley A. Skinner
-------------------------------
SHIRLEY A. SKINNER
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EXHIBIT 7.6
SHAREHOLDER AGREEMENT
THIS AGREEMENT is made as of the 29th day of May, 1987 by and among Rand W.
Mueller, Marshall J. Mueller, Kenneth M. Mueller, Jack C. Chilingirian,
Geoffrey M. Dixon, Larry J. Vingelman and Code-Alarm, Inc., a Michigan
corporation (the "Company").
WITNESSETH:
WHEREAS, on the date of this Agreement, the Shareholders (as defined below)
are the record and beneficial owners of 1,500,650 shares of common stock,
without par value, of the Company, constituting all of the issued and
outstanding shares of capital stock of the Company, each Shareholder owning the
number of shares of Common Stock (as defined below) set forth opposite such
Shareholder's name on Schedule 1 attached hereto and made a part hereof;
WHEREAS, the Shareholders desire to secure the continuity of management and
business policies of the Company and to provide for certain restrictions and
obligations with respect to the control of the Company by the combination of
their votes and/or written consents as shareholders, pursuant to the terms and
conditions of this Agreement; and
WHEREAS, the Shareholders desire to grant to each other certain rights and
options and to impose certain restrictions with respect to the transfer, sale,
or other disposition of the shares of Common Stock owned by the Shareholders.
NOW, THEREFORE, it is hereby agreed as follows:
ARTICLE I. Definitions.
In addition to the terms otherwise defined herein, the following terms
shall have the following meanings, respectively:
1.1 "Applicable Date of Determination" means, in the case of the
determination of the Fair Market Value of Restricted Shares, the date that the
Offer is sent to the Shareholders pursuant to Section 3.1 hereof or in the event
of the death of a Shareholder, the date of death. If such date is a weekend or
holiday for which the National Association for Securities Dealers Automated
Quotation system ("NASDAQ") is closed, then the date shall be the next
succeeding day on which NASDAQ is open.
1.2 "Common Stock" means shares of the Company's common stock, without par
value.
1.3 "Fair Market Value" means, with respect to Restricted Shares, the
average daily closing bid price per share on the over-the-counter market on the
Applicable Date of Determination, and for the fourteen (14) days on which NASDAQ
was open immediately preceding such date, multiplied by the number of shares
being sold, or if the shares of Common Stock are listed so that there is a daily
per share closing price, the average daily per share closing price for such
period multiplied by the number of shares being sold.
<PAGE> 2
1.4 "Family" means, with respect to a Shareholder, such Shareholder's
grandparents, parents, spouse, children (natural and adopted) and grandchildren
(natural and adopted). Any trust, partnership, or corporation in which members
of the Shareholder's "Family" have the entire beneficial interest shall be
treated as part of such Shareholder's "Family". In the case of a Shareholder
that is a trust, partnership, or corporation, "Family" also means the grantor of
the trust, the partners in the partnership, or the shareholders in the
corporation, respectively, and their grandparents, parents, spouse, children
(natural and adopted) and grandchildren (natural and adopted).
1.5 "Initial Shareholder" or "Initial Shareholders" shall refer to Rand W.
Mueller, Marshall J. Mueller, Kenneth Mueller, Jack C. Chilingirian, Geoffrey
M. Dixon and Larry J. Vingelman.
1.6 "Pro rata" shall mean the number of Restricted Shares subject to the
agreement owned by the person with a right to acquire or purchase shares of the
Common Stock of the Company as compared to the total number of Restricted Shares
then subject to the Agreement owned by other persons with the same right or
option.
1.7 "Representative" shall mean the person designated to act under this
Agreement pursuant to Section 2.2 hereof.
1.8 "Restricted Shares" means the shares of Common Stock of the Company
owned by each of the Shareholders (the number of which is identified on Schedule
1 hereto), and any securities of the Company received by any Shareholder by
stock dividend, stock split or reorganization with respect to such shares of
Common Stock. "Restricted Shares" does not include shares of Common Stock of
the Company purchased or acquired by a Shareholder (i) on the open market, (ii)
from a person who is not subject to this Agreement or (iii) upon exercise of any
option granted to such Shareholder by the Company which are not subject to this
Agreement.
1.9 "Shareholder" or "Shareholders" shall refer to the Initial
Shareholders, individually and collectively, and any other person who becomes
subject to the terms of this Agreement as a result of the acquisition of
Restricted Shares from a Shareholder.
ARTICLE II. Voting Agreement
2.1 The Shareholders hereby agree to vote all of the shares of Common Stock
now owned or hereafter acquired by them, or any of them, including any shares of
Common Stock hereafter purchased in the open market or from a person not subject
to this Agreement, shares of Common Stock acquired by a Shareholder upon
exercise of any option granted by the Company, or shares of Common Stock which
are not otherwise considered Restricted Shares, for the election of directors
and upon any and all other proposals which may properly be acted upon by the
shareholders of the Company, whether at any annual or special meeting, or by
written consent in accordance with this Agreement. Not less than two (2) days
prior to voting at any annual or special meeting or taking any action by written
consent, the Representative shall attempt to
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<PAGE> 3
obtain a written statement from each Shareholder indicating the manner in which
he desires that the Restricted Shares be voted on each matter as to which a
vote is to be taken or consent is to be sought. The Representative shall vote
the Restricted Shares on each matter as to which a vote is to be taken or
consent is to be sought in accordance with the desires of the Shareholders
representing a plurality of the Restricted Shares.
2.2 Rand W. Mueller shall be the initial Representative. In the event that
Rand W. Mueller shall refuse or is otherwise unable or unwilling to perform his
duties, Marshall J. Mueller shall be the successor Representative. In the event
that the successor Representative shall refuse or is otherwise unable or
unwilling to perform his duties, the Shareholders shall elect another successor
Representative at a meeting of the Shareholders called in the manner provided in
the bylaws of the Company as in effect from time to time for calling a special
meeting of the shareholders of the Company. The person receiving the
affirmative vote of the Shareholders representing a plurality of the Restricted
Shares shall be the successor Representative. At any time, the Shareholders
representing a majority of the Restricted Shares may remove the Representative
and designate a successor Representative.
2.3 Each of the Shareholders hereby irrevocably appoints the Representative
and his successors appointed pursuant to Section 2.2 above as such Shareholder's
proxy, and will execute and deliver to the Representative an irrevocable proxy
in substantially the form of Exhibit A hereto (individually a "Proxy" and
collectively the "Proxies") to further secure the voting agreements provided for
in this Agreement. The Shareholders intend that each of the Proxies executed
and delivered by the Shareholders from time to time under this Agreement shall
have the effect of an "irrevocable proxy" under Section 422 of the Michigan
Business Corporation Act (the "MBCA") and that this Agreement shall be a voting
agreement among Shareholders under Section 461 of the MBCA. The Shareholders
further agree that each of the Proxies executed and delivered by any Shareholder
under this Agreement shall be effective as to such Shareholder and its
successors and assigns until such time as this Agreement shall be terminated
in accordance with Article VI hereof, notwithstanding the death or
incompetency of such Shareholder (or in the case of a trust, partnership or
corporation, the death or incompetency of the trustee, grantor, or any of the
partners, shareholders or beneficiaries thereof). During the term of this
Agreement, the Shareholders further agree to execute and deliver to the
Representative such additional proxies, consents, and other documents and
instruments, and to take such further action, as may be requested by the
Representative or his successor to further secure the voting agreements provided
in this Agreement.
2.4 The Company shall recognize the vote or consent of the Representative,
or his successors determined as provided in Section 2.2 above, as the action of
the holders of the Restricted Shares and any additional shares of Common Stock
subject to this Article II.
2.5 The Shareholders shall indemnify the Representative and hold him
harmless from any liability and expenses incurred by him in connection with his
duties hereunder, including reasonable attorneys fees, except for liability and
expenses relating to the intentional wrongful acts of the Representative.
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ARTICLE III. Rights of First Refusal
3.1 Any Shareholder proposing to transfer Restricted Shares of the Company
shall first offer in writing to sell the Restricted Shares to the other
Shareholders. The written offer (the "Offer") shall specify and contain the
same terms as the proposed transfer and identify the proposed transferee.
3.2 Any of the Offered Shares not purchased by the Shareholders may be sold
to the proposed transferee pursuant to the terms of the offer within 90 days
after the Offer referred to in Section 3.1 is given if the proposed transferee
shall have executed and delivered a Proxy to the Representative and agreed in
writing to be bound by the terms and conditions of this Agreement.
3.3 Transfers by gift of Restricted Shares by a Shareholder to any member
of such Shareholder's Family, or to a trust, partnership, or a corporation in
which members of the Shareholder's Family have the entire beneficial interest
and which irrevocably prohibits, during the term of this Agreement, the transfer
of a beneficial interest therein except to members of the Shareholder's Family
(or if from a trust, partnership, or corporation in which a Shareholder's Family
has the entire beneficial ownership interest, then to such Shareholder's
Family), shall be exempt from compliance with this Article III, but the
Restricted Shares transferred shall remain subject to this Agreement and the
transferee, as a condition of such transfer, shall have executed and delivered a
Proxy to the Representative and agreed in writing to be bound by the terms and
conditions of this Agreement.
3.4 The options and rights of purchase provided in Article IV shall in no
event be considered an "Offer" subject to this Article III.
ARTICLE IV. Rights of Redemption and Buy-Sell
Agreement Upon Death of Shareholder
4.1 Within 90 days after the death of any of the Initial Shareholders, any
such deceased Initial Shareholder's personal representative or executor shall
offer in writing to sell to the other Shareholders all or any part of the shares
of the Common Stock of the Company held by such deceased Initial Shareholder and
any trust, partnership, corporation or other entity in which the deceased
Initial Shareholder held a beneficial interest at the time of his death, and any
Restricted Shares held by any other Shareholder who is a member of the deceased
Initial Shareholder's Family and who acquired such Restricted Shares from the
deceased Initial Shareholder pursuant to Section 3.3 hereof, either directly or
in a chain of transactions starting with the deceased Initial Shareholder.
4.2 Any Restricted Shares described in Section 4.1 not purchased pursuant
to Article V shall continue to be subject to this Agreement, and any person
receiving the Restricted Shares as a result of the death of the Initial
Shareholder shall execute and deliver a Proxy to the Representative and agree in
writing to be bound by all of the terms and conditions of this Agreement as a
condition to permitting the transfer.
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<PAGE> 5
ARTICLE V. Manner of Purchase
5.1 For a period of 30 days after receipt of the Offer by a Shareholder or
the representative of a Shareholder, the other Shareholders shall have the right
to accept the Offer and purchase all or any part of the Restricted Shares being
offered (the "Offered Shares") as described below. If the Offer is from a
Shareholder holding Restricted Shares acquired from an Initial Shareholder, or
in a chain of transactions starting with an Initial Shareholder, the Initial
Shareholder from whom the Shareholder acquired the Restricted Shares either
directly or in a chain of transactions shall have the first right until the
expiration of 15 days after receipt of the Offer to accept the Offer and
purchase all or any part of the Offered Shares. If such Initial Shareholder
chooses not to purchase all of the Offered Shares prior to the expiration 15
days after receipt of the Offer, the Initial Shareholder shall so notify the
other Shareholders, whereupon the other Shareholders shall have the right until
the expiration of 25 days after receipt of the Offer to accept the Offer and
purchase up to their pro rata part of the remaining Offered Shares. In the
event that any of the Shareholders fail to purchase their pro rata share of the
Offered Shares prior to the expiration of the 25th day after receipt of the
Offer, they shall notify all of the other Shareholders, who then shall have the
right to purchase any part of those remaining Offered Shares, on a pro rata
basis. Only if the Offer is not accepted by the Shareholders as permitted
hereunder within 30 days, may any remaining unpurchased Offered Shares be
transferred in accordance with the provisions of the original notice.
5.2 Offered Shares purchased pursuant to this Article III shall be
purchased at the lesser of the purchase price proposed in the Offer or the Fair
Market Value at the applicable Date of Determination. The purchase price shall
be payable upon substantially equivalent terms as set forth in the Offer or, at
the option of the purchaser thereof, once an Initial Shareholder or his Family's
aggregate sales of Offered Shares during any calendar year exceed $100,000, by
delivery of a certified or cashiers check equal to twenty percent (20%) of the
purchase price of the Offered Shares and a promissory note (the "Note") in
substantially the form attached hereto and made a part hereof as Exhibit B,
which shall be in the principal amount equal to the balance of such purchase
price and shall be payable in twenty (20) substantially equal quarterly
installments of principal with interest thereon at the greater of the minimum
annual rate necessary to avoid imputing of interest under the Internal Revenue
Code of 1986, and the rules and regulations thereunder, or at a rate equal to
Comerica Bank-Detroit's (the "Bank's") prime interest rate, as such rates may
change from time to time, but in no event in excess of the maximum amount
permissible under applicable law. Any portion of the Offered Shares purchased
hereunder, the purchase price of which is payable by delivery of a Note as
provided in this Section 5.2 (but not that portion of the Offered Shares paid
for by delivery of the cash down payment), shall be subject to a security
interest securing the Note and shall be held in escrow pursuant to an escrow
arrangement satisfactory to the offeror and the purchaser pending payment of the
Note. As installments on the Note are paid, the Offered Shares corresponding to
each such payment shall be released from the escrow.
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<PAGE> 6
ARTICLE VI. Transfer
Neither the Shareholders nor any of their respective heirs, legal
representatives, trustees, successors or assigns shall:
(a) Transfer, sell, assign or dispose of or purport to agree to
transfer, sell, assign or dispose of any Restricted Shares of the Company
without complying with the provisions of this Agreement.
(b) Hypothecate, mortgage, pledge or otherwise encumber or agree to
hypothecate, mortgage, pledge or otherwise encumber any Restricted Shares
of the Company except to the Company or with the written consent of
Shareholders holding more than 2/3 of the Restricted Shares then subject
to this Agreement.
ARTICLE VII. Effective Date and Termination
7.1 This Agreement is effective as of May 29, 1987.
7.2 This Agreement shall remain fully in effect and enforceable until the
earlier of (i) the termination date specified in any written instrument executed
by Shareholders owning more than 2/3 of the Restricted Shares then subject to
this Agreement, or their respective heirs, legal representatives, successors and
assigns, or (ii) noon Detroit time on May 28, 1997, unless extended by written
action of the Shareholders owning more than 2/3 of the Restricted Shares then
subject to this Agreement.
ARTICLE VIII. Legend
All share certificates representing shares of the Company owned by
Shareholder shall contain the following legend on the reverse side of the
certificate:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
IRREVOCABLE PROXY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN VOTING AGREEMENTS AND CERTAIN RESTRICTIONS ON
TRANSFER AND ENCUMBRANCE AS GRANTED AND PROVIDED IN A CERTAIN
SHAREHOLDER AGREEMENT (THE "AGREEMENT") DATE D AS OF MAY 29, 1987, BY AND
AMONG RAND W. MUELLER, MARSHALL J. MUELLER, KENNETH MUELLER, JACK C.
CHILINGIRIAN, GEOFFREY M. DIXON, LARRY J. VINGELMAN AND THE ISSUER, A
COPY OF WHICH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER. THE
AGREEMENT PROVIDES, AMONG OTHER THINGS, (i) THAT THE SHARES REPRESENTED
IN THIS CERTIFICATE WILL BE VOTED IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT, (ii) THAT THE OTHER PARTIES TO THE AGREEMENT SHALL HAVE THE
FIRST OPTION TO PURCHASE THE SHARES REPRESENTED BY THIS CERTIFICATE IN THE
EVENT THAT THE SHAREHOLDER DESIRES TO SELL, TRANSFER OR OTHERWISE DISPOSE
OF SUCH SHARES OR IN THE EVENT OF DEATH OF THE SHAREHOLDER, (iii) FOR A
METHOD OF CALCULATING THE PURCHASE PRICE FOR THE SHARES, (iv) A
PROHIBITION OF ENCUMBRANCE OF THE SHARES WITHOUT THE WRITTEN CONSENT OF
THE ISSUER AND THE OTHER PARTIES TO THE AGREEMENT, AND (v) CERTAIN OTHER
MATTERS.
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THIS LEGEND PROVIDES ONLY SUMMARY INFORMATION REGARDING THE IRREVOCABLE
PROXY AND THE RESTRICTIONS ON TRANSFER AND ENCUMBRANCE, WHICH SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE AGREEMENT."
The Shareholders agree to deliver their share certificates to the Company
for the imposition of the above legend.
ARTICLE IX. Miscellaneous
9.1 Any action by a Shareholder in violation of this Agreement shall be
null, void and of no force and effect.
9.2 The Shareholders each acknowledge and agree that the remedy at law for
any breach by any Shareholder of the several promises, covenants and
undertakings contained in this Agreement is inadequate and that the
Shareholders, in addition to any money damages for such breach, shall be
entitled to injunctive relief against any such breach and injunctive relief
and/or decree of specified performance in the enforcement of such promises,
covenants and undertakings.
9.3 Compliance with Article III and IV may be waived by consent of
Shareholders holding more than 2/3 of the Restricted Shares then subject to this
Agreement. The Company shall not transfer or permit its transfer agent to
transfer any Restricted Shares without either:
(i) a consent in writing to the transfer by Shareholders holding more
than 2/3 of the Restricted Shares then subject to this Agreement, or
(ii) an opinion of securities counsel to the Company, or of other
counsel satisfactory to the Company, in form and substance satisfactory to
the Company, to the effect that the transfer does not require the consent
of Shareholders holding more than 2/3 of the Restricted Shares then
subject to this Agreement.
9.4 The costs of enforcing, or defending the validity of this
Agreement (including attorney's fees and court costs) will be borne by the party
against whom enforcement is sought or who contests the validity of the
Agreement, unless such party prevails in the litigation relating to the claim,
in which event each party will bear its own expenses.
9.5 No action or inaction taken pursuant to this Agreement, including
(without limitation) any investigation or failure to investigate by or on behalf
of any party, shall be deemed to constitute a waiver of compliance with any
representations, warranties, covenants, or agreements contained herein. Any
waiver by any party hereto of a breach of any provision of this Agreement shall
be in writing and shall not operate or be construed as a waiver of any other or
subsequent breach.
9.6 All notices, requests, demands, and other communications which are
required or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given when received by personal delivery,
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<PAGE> 8
overnight delivery service, acknowledged facsimile transmission or telephone
notice confirmed in writing the same day by first class mail, postage prepaid:
(a) If to the Company, at:
Code-Alarm, Inc.
32021 Edward
Madison Heights, Michigan 48071
(b) If to Rand W. Mueller, at:
32021 Edward
Madison Heights, Michigan 48071
(c) If to Marshall J. Mueller, at:
32021 Edward
Madison Heights, Michigan 48071
(d) If to Kenneth Mueller, at:
32021 Edward
Madison Heights, Michigan 48071
(e) If to Jack C. Chilingirian, at:
24055 Jefferson Avenue, Suite 200
P.O. Box 319
St. Clair Shores, Michigan 48080
(f) If to Geoffrey M. Dixon, at:
32021 Edward
Madison Heights, Michigan 48071
(g) If to Larry J. Vingelman, at:
32021 Edward
Madison Heights, Michigan 48071
(h) If to any other shareholders of the Company, to the address of such
shareholder contained in the records of the Company
or to such other addresses as any party shall have specified by notice in
writing to the other parties.
9.7 This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements and understandings, oral and written,
between the parties hereto with respect to the subject matter hereof, including
without limitation the Stock Purchase Agreement between Rand W. Mueller and
Marshall J. Mueller dated August 13, 1986. Subject to Section 7.2 hereof, no
amendments or waivers of this Agreement shall be of any force unless in writing
and signed by the party to be charged.
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9.8 Subject to the restrictions of this Agreement, this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, legal representatives, successors, and assigns.
9.9 The Article and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
9.10 This Agreement shall be governed by, and construed under the laws of
the State of Michigan.
9.11 If any term or provision of this Agreement, or any application
thereof to any circumstances, shall, to any extent and for any reason, be held
to be invalid or unenforceable, the remainder of the Agreement, or the
application of such term or provisions to the circumstances other than those to
which it is held invalid or unenforceable, shall not be affected thereby and
shall be construed as if such invalid or unenforceable provision had never been
contained herein, and each of every term and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
9.12 This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the day and year first above written.
CODE-ALARM, INC.
By: /s/ Rand Mueller, Pres
---------------------------
/s/ Rand Mueller
-------------------------------
RAND MUELLER
/s/ Marshall Mueller
-------------------------------
MARSHALL J. MUELLER
/s/ Kenneth Mueller
-------------------------------
KENNETH MUELLER
/s/ Jack C. Chilingirian
------------------------------
JACK C. CHILINGIRIAN
/s/ Geoffrey W. Dixon
------------------------------
GEOFFREY W. DIXON
/s/ Larry J. Vingelman
------------------------------
LARRY J. VINGELMAN
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EXHIBIT A
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints
_____________________, or his successor ("Proxy"), as his proxy, with full power
of substitution, and authorizes Proxy to represent and to vote the shares of
Common Stock, without par value, of Code-Alarm, Inc., a Michigan corporation
(the "Company"), held of record or beneficially owned by the Shareholder or his
legal representative, in the manner required by the Shareholder Agreement (as
defined below), with respect to any matters which may properly come before any
meeting of the shareholders of the Company and on which the Shareholder or his
legal representatives are entitled to vote, including voting such shares by
written consent in accordance with the Articles of Incorporation (the
"Articles") and Bylaws (the "Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the
terms of a Shareholder Agreement dated as of May 29, 1987 by and between the
shareholders of the Company and the Company (the "Shareholder Agreement"). This
Proxy will terminate at such time and upon such terms as are expressly provided
in the Shareholder Agreement. The Shareholder will execute and deliver such
renewals and modifications of this Proxy as are necessary to continue its
validity beyond any limitation imposed by the Articles, Bylaws or applicable
law.
This Proxy has been duly executed and delivered as of ______________,
19__.
___________________________
<PAGE> 11
EXHIBIT B
PROMISSORY NOTE
$_______________________ ___________________________
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
___________________________ ("Payee") the principal sum of ______________
Dollars ($_________), in twenty (20) consecutive quarterly installments of
___________________________ Dollars ($________), plus accrued interest thereon
at a rate equal to the greater of (i) the minimum annual rate necessary to
avoid imputing of interest under the Internal Revenue Code of 1986, and the
rules and regulations thereunder, or (ii) the prime interest rate charged by
Comerica Bank-Detroit, as such rates may change from time to time, but in no
event in excess of the maximum amount permissible under applicable law, and a
final installment equal to the entire unpaid principal balance plus accrued
interest thereon. The installments of principal and interest shall be payable
on the ____________ day of each ________, ________, _________, and _________ of
each year commencing on ______________, and the final installment shall be
payable on ________________.
The performance required under this Note is secured by the escrow of
shares of the Common Stock of Code-Alarm, Inc., a Michigan corporation,
pursuant to a certain escrow agreement of even date herewith (the "Escrow
Agreement"). The terms, covenants, and conditions of the Escrow Agreement are
incorporated by reference herein, and hereby made a part hereof.
Time is of the essence hereof. If failure be made in the making of any
of the foregoing payments due under this Note, the holder may, at its option
and without notice, demand or presentment for payment, declare immediately due
and payable the original principal sum above mentioned or any balance thereof
that may be unpaid and any advances made by any holder hereof, together with
interest then accrued thereon and any reasonable attorneys' fees incurred by
holder in collecting or enforcing payment hereof, whether or not suit is filed,
and payment hereof may be enforced and recovery of the whole or part at any
time by one or more of the remedies provided to holder in this Note, the Escrow
Agreement, or under law.
The undersigned waives presentment for payment, demand, notice of
demand, notice of non-payment or dishonor, protest and notice of protest of
this Note, and all other notices in connection with the delivery, acceptance,
performance, default or enforcement of the payment of this Note.
No holder shall 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 holder, 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 any
subsequent event.
<PAGE> 12
IN WITNESS WHEREOF, the undersigned has executed this Note as of the
______ day of ___________.
____________________________
BUSINESS PURPOSE STATEMENT
I, _________________, do solemnly swear that the proceeds of this loan
are being used to purchase _____________________ shares of the Common Stock,
without par value, of Code-Alarm, Inc., a Michigan corporation.
____________________________
<PAGE> 13
SCHEDULE 1
Shareholder Number of Shares
- ----------- ----------------
Rand W. Mueller 531,200
Marshall J. Mueller 531,200
Kenneth Mueller 132,800
Jack C. Chillingirian 132,800
Geoffrey M. Dixon 132,800
Larry J. Vingelman 39,840
<PAGE> 14
AMENDMENT NO. 1 TO SHAREHOLDER AGREEMENT
This Amendment is made as of the 7th day of October, 1987, by and among
Rand W. Mueller, Marshall J. Mueller, Kenneth M. Mueller, Jack C.
Chilingirian, Geoffrey M. Dixon, Larry J. Vingelman (the "Controlling
Shareholders"), and Code-Alarm, Inc., a Michigan corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Controlling Shareholders executed a certain Shareholder
Agreement dated as of May 29, 1987 (the "Shareholder Agreement");
WHEREAS, the Controlling Shareholders and the Company and Summit
Ventures, L.P. ("Summit") have settled certain disputes among them resulting in
the transfer by the Controlling Shareholders of 35,000 shares of common stock,
without par value of the Company (the "Common Stock"), to Summit and SV
Eurofund C.V. ("SV") for Four Dollars ($4.00) and other good and valuable
consideration;
WHEREAS, the Controlling Shareholders have agreed to satisfy this
obligation by contributing the 35,000 shares of Common Stock on a pro rata
basis according to the number of shares of Common Stock owned by each of them;
and
WHEREAS, the Controlling Shareholders hold all of the Restricted Shares
subject to the Shareholder Agreement.
<PAGE> 15
NOW, THEREFORE, it is agreed as follows:
1. The provisions of the Shareholder Agreement are waived to allow (a)
the Controlling Shareholders to transfer 35,000 shares of Common Stock to Summit
and SV; (b) Rand W. Mueller to lend to Marshall J. Mueller 12,390 shares of
Common Stock and to allow Kenneth M. Mueller to lend to Larry J. Vingelman 932
shares of Common Stock; and (c) Marshall J. Mueller and Larry J. Vingelman to
return to Rand W. Mueller and Kenneth M. Mueller 12,390 and 932 shares of Common
Stock respectively, when the restrictions affecting their shares of Common Stock
are released.
2. In all other respects, the Shareholder Agreement shall continue in
effect without modification.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment No. 1 as of the day and year first above written.
/s/ Rand W. Mueller
-------------------------------
Rand W. Mueller
/s/ Marshall J. Mueller
-------------------------------
Marshall J. Mueller
/s/ Kenneth M. Mueller
-------------------------------
Kenneth M. Mueller
-2-
<PAGE> 16
/s/ Jack C. Chilingirian
-------------------------------
Jack C. Chilingirian
/s/ Geoffrey M. Dixon
-------------------------------
Geoffrey M. Dixon
/s/ Larry J. Vingelman
-------------------------------
Larry J. Vingelman
CODE-ALARM, INC.
By: /s/ Rand W. Mueller
-------------------------------
Rand W. Mueller
President
-3-
<PAGE> 17
AMENDMENT NO. 2 TO SHAREHOLDER AGREEMENT
This Amendment is made as of the 28th day of July, 1989, by and among Rand
W. Mueller, Marshall J. Mueller, Kenneth M. Mueller, Jack C. Chilingirian,
Geoffrey M. Dixon, Larry J. Vingelman (the "Controlling Shareholders"), David L.
Skinner, Shirley A. Skinner (the "Skinners") and Code-Alarm, Inc., a Michigan
corporation (the "Company").
WITNESSETH:
WHEREAS, the Controlling Shareholders executed a certain Shareholder
Agreement dated as of May 29, 1987 (the "Shareholder Agreement"); and
WHEREAS, the Controlling Shareholders desire to add the Skinners as parties
to the Shareholder Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Section 1.9 of the Shareholder Agreement is amended to read in its
entirety as follows:
"1.9 "Shareholder" or "Shareholders" shall refer to the Initial
Shareholders and the David L. Skinner and Shirley A. Skinner, individually
and collectively, and any other person who becomes subject to the terms of
this Agreement as a result of the acquisition of Restricted Shares from a
Shareholder."
2. In all other respects, the Shareholder Agreement shall continue in
effect without modification.
<PAGE> 18
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment No. 2 as of the day and year first above written.
/s/ Rand W. Mueller
--------------------------
Rand W. Mueller
/s/ Marshall J. Mueller
--------------------------
Marshall J. Mueller
/s/ Kenneth M. Mueller
--------------------------
Kenneth M. Mueller
/s/ Jack C. Chilingirian
--------------------------
Jack C. Chilingirian
/s/ Geoffrey M. Dixon
--------------------------
Geoffrey M. Dixon
/s/ Larry J. Vingelman
--------------------------
Larry J. Vingelman
/s/ David L. Skinner
--------------------------
David L. Skinner
/s/ Shirley A. Skinner
--------------------------
Shirley A. Skinner
CODE-ALARM, INC.
By: /s/ Rand W. Mueller
-----------------------
Rand W. Mueller
President
-2-
<PAGE> 1
EXHIBIT 7.7
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints Rand W. Mueller, or
his successor ("Proxy"), as his proxy, with full power of substitution, and
authorizes Proxy to represent and to vote the shares of Common Stock, without
par value, of Code-Alarm, Inc., a Michigan corporation (the "Company"), held of
record or beneficially owned by the Shareholder or his legal representative, in
the manner required by the Shareholder Agreement (as defined below), with
respect to any matters which may properly come before any meeting of the
shareholders of the Company and on which the Shareholder or his legal
representatives are entitled to vote, including voting such shares by written
consent in accordance with the Articles of Incorporation (the "Articles") and
Bylaws (the "Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the terms of a
Shareholder Agreement dated as of May 29, 1987 by and between the shareholders
of the Company and the Company (the "Shareholder Agreement"). This Proxy will
terminate at such time and upon such terms as are expressly provided in the
Shareholder Agreement. The Shareholder will execute and deliver such renewals
and modifications of this Proxy as are necessary to continue its validity
beyond any limitation imposed by the Articles, Bylaws or applicable law.
This Proxy has been duly executed and delivered as of the 29th day of May,
1987.
/s/ Marshall J. Mueller
-------------------------------
Marshall J. Mueller
<PAGE> 2
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints Rand W. Mueller,
or his successor ("Proxy"), as his proxy, with full power of substitution, and
authorizes Proxy to represent and to vote the shares of Common Stock, without
par value, of Code-Alarm, Inc., a Michigan corporation (the "Company"), held of
record or beneficially owned by the Shareholder or his legal representative, in
the manner required by the Shareholder Agreement (as defined below), with
respect to any matters which may properly come before any meeting of the
shareholders of the Company and on which the Shareholder or his legal
representatives are entitled to vote, including voting such shares by written
consent in accordance with the Articles of Incorporation (the "Articles") and
Bylaws (the "Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the terms
of a Shareholder Agreement dated as of May 29, 1987 by and between the
shareholders of the Company and the Company (the "Shareholder Agreement"). This
Proxy will terminate at such time and upon such terms as are expressly provided
in the Shareholder Agreement. The Shareholder will execute and deliver such
renewals and modifications of this Proxy as are necessary to continue its
validity beyond any limitation imposed by the Articles, Bylaws or applicable
law.
This Proxy has been duly executed and delivered as of the 29th day of May,
1987.
/s/ Kenneth M. Mueller
-----------------------------
Kenneth M. Mueller
<PAGE> 3
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints Rand W. Mueller,
or his successor ("Proxy"), as his proxy, with full power of substitution, and
authorizes Proxy to represent and to vote the shares of Common Stock, without
par value, of Code-Alarm, Inc., a Michigan corporation (the "Company"), held of
record or beneficially owned by the Shareholder or his legal representative, in
the manner required by the Shareholder Agreement (as defined below), with
respect to any matters which may properly come before any meeting of the
shareholders of the Company and on which the Shareholder or his legal
representatives are entitled to vote, including voting such shares by written
consent in accordance with the Articles of Incorporation (the "Articles") and
Bylaws (the "Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the terms
of a Shareholder Agreement dated as of May 29, 1987 by and between the
shareholders of the Company and the Company (the "Shareholder Agreement"). This
Proxy will terminate at such time and upon such terms as are expressly provided
in the Shareholder Agreement. The Shareholder will execute and deliver such
renewals and modifications of this Proxy as are necessary to continue its
validity beyond any limitation imposed by the Articles, Bylaws or applicable
law.
This Proxy has been duly executed and delivered as of the 29th day of May,
1987.
/s/ Jack C. Chilingrian
--------------------------
Jack C. Chilingrian
<PAGE> 4
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints Rand W. Mueller,
or his successor ("Proxy"), as his proxy, with full power of substitution, and
authorizes Proxy to represent and to vote the shares of Common Stock, without
par value, of Code-Alarm, Inc., a Michigan corporation (the "Company"), held of
record or beneficially owned by the Shareholder or his legal representative, in
the manner required by the Shareholder Agreement (as defined below), with
respect to any matters which may properly come before any meeting of the
shareholders of the Company and on which the Shareholder or his legal
representatives are entitled to vote, including voting such shares by written
consent in accordance with the Articles of Incorporation (the "Articles") and
Bylaws (the "Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the terms
of a Shareholder Agreement dated as of May 29, 1987 by and between the
shareholders of the Company and the Company (the "Shareholder Agreement"). This
Proxy will terminate at such time and upon such terms as are expressly provided
in the Shareholder Agreement. The Shareholder will execute and deliver such
renewals and modifications of this Proxy as are necessary to continue its
validity beyond any limitation imposed by the Articles, Bylaws or applicable
law.
/s/ Geoffrey M. Dixon
--------------------------
Geoffrey M. Dixon
<PAGE> 5
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints Rand W. Mueller,
or his successor ("Proxy"), as his proxy, with full power of substitution, and
authorizes Proxy to represent and to vote the shares of Common Stock, without
par value, of Code-Alarm, Inc., a Michigan corporation (the "Company"), held of
record or beneficially owned by the Shareholder or his legal representative, in
the manner required by the Shareholder Agreement (as defined below), with
respect to any matters which may properly come before any meeting of the
shareholders of the Company and on which the Shareholder or his legal
representatives are entitled to vote, including voting such shares by written
consent in accordance with the Articles of Incorporation (the "Articles") and
Bylaws (the "Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the terms
of a Shareholder Agreement dated as of May 29, 1987 by and between the
shareholders of the Company and the Company (the "Shareholder Agreement"). This
Proxy will terminate at such time and upon such terms as are expressly provided
in the Shareholder Agreement. The Shareholder will execute and deliver such
renewals and modifications of this Proxy as are necessary to continue its
validity beyond any limitation imposed by the Articles, Bylaws or applicable
law.
This Proxy has been duly executed and delivered as of the 29th day of May,
1987.
/s/ Larry J. Vingelman
-------------------------
Larry J. Vingelman
<PAGE> 1
EXHIBIT 7.8
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints Rand W. Mueller,
or his successor ("Proxy"), as his proxy, with full power of substitution, and
authorizes Proxy to represent and to vote the shares of Common Stock, without
par value, of Code-Alarm, Inc., a Michigan corporation (the "Company"), held of
record or beneficially owned by the Shareholder or his legal representative, in
the manner required by the Shareholder Agreement (as defined below), with
respect to any matters which may properly come before any meeting of the
shareholders of the Company and on which the Shareholder or his legal
representatives are entitled to vote, including voting such shares by written
consent in accordance with the Articles of Incoporation (the "Articles") and
Bylaws ("Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the terms
of a Shareholder Agreement dated as of May 29, 1987, as amended, by and between
certain shareholders of the Company and the Company (the "Shareholder
Agreement"). This Proxy will terminate at such time and upon such terms as are
expressly provided in the Shareholder Agreement. The Shareholder will execute
and deliver such renewals and modifications of this Proxy as are necessary to
continue its validity beyond any limitation imposed by the Articles, Bylaws or
applicable law.
This Proxy has been duly executed and delivered as of July 28, 1989.
/s/ David L. Skinner
----------------------
David L. Skinner
<PAGE> 2
CODE-ALARM, INC.
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints Rand W.
Mueller, or his successor ("Proxy"), as her proxy, with full power of
substitution, and authorizes Proxy to represent and to vote the shares of Common
Stock, without par value, of Code-Alarm, Inc., a Michigan corporation (the
"Company"), held of record or beneficially owned by the Shareholder or her
legal representative, in the manner required by the Shareholder Agreement (as
defined below), with respect to any matters which may properly come before any
meeting of the shareholders of the Company and on which the Shareholder or her
legal representatives are entitled to vote, including voting such shares by
written consent in accordance with the Articles of Incorporation (the
"Articles') and Bylaws ("Bylaws") of the Company and applicable law.
This Proxy is coupled with an interest and is given pursuant to the
terms of a Shareholder Agreement dated as of May 29, 1987, as amended, by and
between certain shareholders of the Company and the Company (the "Shareholder
Agreement"). This Proxy will terminate at such time and upon such terms as are
expressly provided in the Shareholder Agreement. The Shareholder will execute
and deliver such renewals and modifications of this Proxy as are necessary to
continue its validity beyond any limitation imposed by the Articles, bylaws or
applicable law.
This Proxy has been duly executed and delivered as of July 28, 1989.
/s/ Shirley A. Skinner
------------------------------
Shirley A. Skinner
