SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
MAXXIM MEDICAL, INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
57777G105
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(CUSIP Number)
SAUL A. FOX
FOX PAINE & COMPANY, LLC
950 TOWER LANE, SUITE 1950
FOSTER CITY, CALIFORNIA 94404
(650) 525-1300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 13, 1999
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(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 / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
(Continued on following pages)
<PAGE>
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CUSIP NO. 57777G105 13D PAGE 2 OF 13 PAGES
- -------------------------- -------------------------------
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1 NAME OF REPORTING PERSON
FOX PAINE MEDIC ACQUISITION CORPORATION
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO -- SEE ITEM 3
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,145,617 (SEE ITEM 5)
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,145,617 (SEE ITEM 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,145,617 (SEE ITEM 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% (SEE ITEM 5)
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14 TYPE OF PERSON REPORTING*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
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CUSIP NO. 57777G105 13D PAGE 3 OF 13 PAGES
- ---------------------------- ------------------------------
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1 NAME OF REPORTING PERSON
FOX PAINE CAPITAL FUND, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO -- SEE ITEM 3
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,145,617 (SEE ITEM 5)
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,145,617 (SEE ITEM 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,145,617 (SEE ITEM 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% (SEE ITEM 5)
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14 TYPE OF PERSON REPORTING*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
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CUSIP NO. 57777G105 13D PAGE 4 OF 13 PAGES
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1 NAME OF REPORTING PERSON
FOX PAINE CAPITAL, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO -- SEE ITEM 3
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,145,617 (SEE ITEM 5)
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,145,617 (SEE ITEM 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,145,617 (SEE ITEM 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% (SEE ITEM 5)
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14 TYPE OF PERSON REPORTING*
HC, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
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CUSIP NO. 57777G105 13D PAGE 5 OF 13 PAGES
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1 NAME OF REPORTING PERSON
FOX PAINE & COMPANY, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO -- SEE ITEM 3
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,145,617 (SEE ITEM 5)
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,145,617 (SEE ITEM 5)
- ------------------------------------------- ------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,145,617 (SEE ITEM 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% (SEE ITEM 5)
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14 TYPE OF PERSON REPORTING*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This Amendment No. 1 is filed by the Fox Paine Entities (as defined
below) and amends and restates in its entirety the Schedule 13D filed by the Fox
Paine Entities on June 26, 1999.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $0.001 per
share ("Common Stock"), of Maxxim Medical, Inc., a Texas corporation ("Maxxim").
The principal executive offices of Maxxim are located at 10300 49th Street
North, Clearwater, Florida 33762.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This statement is filed by (i) Fox Paine Capital
Fund, L.P., a Delaware limited partnership ("FPCF"), (ii) Fox Paine Capital,
LLC, a Delaware limited liability company ("FPC") and the general partner of
FPCF, (iii) Fox Paine Medic Acquisition Corporation, a Texas corporation
("FPMAC"), a wholly owned subsidiary of FPCF, and (iv) Fox Paine & Company, LLC,
a Delaware limited liability company ("Fox Paine", and together with FPMAC, FPCF
and FPC, the "Fox Paine Entities").
FPMAC was formed on June 9, 1999 solely for the purpose of engaging in
the transactions contemplated by the Merger Agreement, dated as of June 13,
1999, between FPMAC and Maxxim (the "Merger Agreement"). FPCF is an investment
fund managed by Fox Paine, and FPC is the general partner of FPCF. FPCF invests
equity capital in management-led acquisitions and company expansion programs and
restructurings. The principal business of FPC is being the general partner of
FPCF. The principal business of Fox Paine is managing FPCF. Saul A. Fox and
Dexter W. Paine, III are the sole members of FPC and the managing members of Fox
Paine. The principal executive offices of each of the Fox Paine Entities are
located at 950 Tower Lane, Suite 1950, Foster City, California 94404.
Annex 1, which is incorporated herein by reference, sets forth with
respect to each executive officer, director or managing member of each of FPMAC,
FPC and Fox Paine such person's name, business address and principal employment,
the name and address of any business corporation or other organization in which
such employment is conducted and such person's citizenship.
(d) and (e). None of the Fox Paine Entities and none of the persons
named in Annex 1 as an executive officer, director or managing member of any of
the Fox Paine Entities has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years; nor has
any of said parties been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
-6-
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
FPMAC has entered into individual Voting Agreements (the "Voting
Agreements"), each dated as of June 13, 1999, with each of the following
shareholders of Maxxim, each of whom, other than Davis C. Henley, is a member of
Maxxim's senior executive management or a director of Maxxim: Kenneth W.
Davidson, Peter M. Graham, David L. Lamont, Henry T. DeHart, Jack F. Cahill,
Alan S. Blazei, Joseph D. Dailey, Suzanne R. Garon, Ernest J. Henley, and Davis
C. Henley (collectively, the "Rollover Shareholders"). Annex 2 sets forth, to
the knowledge of the Fox Paine Entities, the number of shares of Common Stock
held by each of the Rollover Shareholders and the number of shares subject to
options that are exercisable within 60 days, and Annex 2 is incorporated herein
by reference. The shares of Common Stock to which this statement relates have
not been purchased by FPMAC, and neither FPMAC nor any of the other persons
listed in the response to Item 2 has expended any funds in connection with the
Voting Agreements.
ITEM 4. PURPOSE OF TRANSACTION.
On June 13, 1999, FPMAC and Maxxim entered into the Merger Agreement
pursuant to which FPCF, together with Rollover Shareholders, will acquire Maxxim
in a recapitalization transaction. In connection with the acquisition, the
existing debt of Maxxim will be refinanced, with Maxxim making a consent
solicitation and tender offer (the "Debt Offer") for all of its outstanding 10
1/2% Senior Subordinated Notes, due 2006.
Pursuant to the Merger Agreement, at the Effective Time (as defined in
the Merger Agreement), FPMAC will be merged with and into Maxxim, with Maxxim
continuing as the surviving corporation (the "Merger"). Pursuant to the Merger,
each outstanding share of Common Stock (except for certain shares held by the
Rollover Shareholders and those dissenting shareholders who exercise and perfect
their appraisal rights) will be converted into the right to receive a cash
payment of $26.00 without interest. Shares of FPMAC will be converted into
shares of stock of the surviving corporation on a one-for-one basis. Certain
shares held by the Rollover Shareholders will be retained, and the proceeds
received in the Merger by the Rollover Shareholders in respect of certain other
shares held by them will be used to purchase a proportionate interest in the
company that will acquire Circon Corporation (as described below). Completion of
the proposed transactions is subject to certain conditions, including
shareholder approval, regulatory approvals, the availability of financing under
existing equity and debt financing commitments and other customary closing
conditions. The Merger Agreement contemplates that unless otherwise requested by
FPMAC prior to the Effective Time, immediately prior to the Merger, Maxxim will
sell to an affiliate of the Fox Paine Entities all of the outstanding capital
stock of Circon Corporation ("Circon"), an indirect wholly-owned subsidiary of
Maxxim (the "Circon Sale"). The Circon Sale will not affect the consideration to
be paid to holders of Common Stock in the Merger.
Upon consummation of the Merger, the Common Stock will be delisted from
trading on The New York Stock Exchange, Inc., on which it currently trades under
the symbol
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<PAGE>
"MAM" and will become eligible for termination of registration under the
Securities Exchange Act of 1934, as amended (the "Act").
Upon consummation of the Merger, the directors of FPMAC immediately
prior to the Merger will be the directors of the surviving corporation in the
Merger until their respective successors are duly elected or appointed and
qualified. It is currently contemplated that the Rollover Investors will appoint
three directors and the Fox Paine Entities will appoint four. The officers of
Maxxim immediately prior to the Merger are expected to continue as officers of
the surviving corporation in the Merger until their respective successors are
duly elected or appointed and qualified. The articles of incorporation of Maxxim
in effect immediately prior to the Merger will be the articles of incorporation
of the surviving corporation in the Merger until amended in accordance with its
terms and applicable law. The bylaws of FPMAC in effect immediately prior to the
Merger will be the bylaws of the surviving corporation in the Merger until
amended in accordance with its terms and applicable law.
In connection with the Merger Agreement, on June 13, 1999, FPMAC
entered into the Voting Agreements. Pursuant to the Voting Agreements, during
the period (the "Agreement Period") beginning on June 13, 1999 and ending on the
earlier of (i) the Effective Time (as defined in the Merger Agreement) or (y)
the termination of the Merger Agreement in accordance with its terms, each
Rollover Shareholder has agreed to vote such Rollover Shareholder's shares of
Common Stock (the "Subject Shares") to approve the Merger Agreement and the
transactions contemplated by the Merger Agreement at any meeting of shareholders
or at any adjournment thereof or in any other circumstances. Each Rollover
Shareholder has agreed that during the Agreement Period, at any meeting of
Maxxim shareholders or in any other circumstances upon which the Rollover
Shareholder's vote, consent or other approval is sought, the Rollover
Shareholder shall vote such Rollover Shareholder's Subject Shares against any
action or agreement that would interfere with the Debt Offer, the Merger or any
other transaction contemplated by the Merger Agreement including, (A) the
adoption by Maxxim of a proposal regarding (1) the acquisition of Maxxim by
merger, tender offer or otherwise by any person or group, other than FPMAC or
any designee thereof (a "Third Party"), or any other merger, business
combination or similar transaction with any Third Party; (2) the acquisition by
a Third Party of 5% or more of the assets of Maxxim and its subsidiaries, taken
as a whole; (3) the acquisition by a Third Party of 5% or more of the
outstanding shares of Common Stock or any other class of equity or voting
securities of Maxxim; (4) the repurchase by Maxxim or any of its subsidiaries of
5% or more of the outstanding shares of Common Stock or (5) any other Competing
Transaction (as defined in the Merger Agreement); (B) any amendment of Maxxim's
certificate of incorporation or by-laws or other proposal or transaction
involving Maxxim or any of its subsidiaries, which amendment or other proposal
or transaction would in any manner impede, frustrate, prevent or nullify the
Debt Offer, the Merger, the Merger Agreement or any of the transactions
contemplated by the Merger Agreement or change in any manner the voting rights
of any class of Maxxim's capital stock; (C) any change in the control of Maxxim
or its board of directors, other than as contemplated by the Merger Agreement;
(D) any material change in the present capitalization or dividend policy of
Maxxim other than as contemplated by the Merger Agreement; or (E) any other
material change in Maxxim's corporate structure or business other than as
contemplated by the Merger Agreement.
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<PAGE>
Each Rollover Shareholder has agreed that during the Agreement Period,
such Rollover Shareholder will not sell, transfer, assign or otherwise dispose
of any such Rollover Shareholder's Subject Shares or enter into any voting
arrangement or understanding with respect to such Rollover Shareholder's Subject
Shares.
Each Rollover Shareholder has agreed that, during the Agreement Period,
such Rollover Shareholder will not and will not permit such Rollover
Shareholder's representatives to solicit, initiate, encourage or facilitate or
furnish or disclose non-public information in furtherance of, any inquiries or
the making of any proposal with respect to a Competing Transaction (as defined
in the Merger Agreement) or enter into any agreement, arrangement or
understanding requiring or causing Maxxim to abandon, terminate or fail to
consummate any of the transactions contemplated by the Merger Agreement.
However, the foregoing restrictions will not (i) prevent any Rollover
Shareholder who is a director or officer of the Maxxim from taking any action
consistent with his or her fiduciary duties to Maxxim and its shareholders or as
may be provided by the Merger Agreement, or (ii) if the Rollover Shareholder is
an officer of Maxxim, prohibit such officer from participating in Permitted
Discussions (as defined in the Merger Agreement) with any third party at any
time during which Maxxim is permitted to engage (and is so engaging) in such
discussions with such third party pursuant to Section 5.4(a) of the Merger
Agreement.
The Voting Agreements will terminate upon the termination of the
Agreement Period.
To the knowledge of the Fox Paine Entities, the Rollover Shareholders
collectively exercise voting power with respect to approximately 8.0% (including
shares subject to options exercisable in the next 60 days) of the outstanding
shares of Common Stock.
In connection with the Merger Agreement, on June 13, 1999, FPMAC
entered into an Investor Participation Agreement, dated as of June 13, 1999,
with the Rollover Investors (the "IPA"). The IPA, which will have effect only if
the Merger is completed, among other things (i) provides for the retention by
the Rollover Shareholders of their equity interest in Maxxim, (ii) provides for
the purchase by the Rollover Shareholders of equity interests in Circon after
the Circon Sale, and (iii) sets forth the terms for employment, compensation and
equity incentive compensation for certain of the Rollover Shareholders. The
obligations of the Rollover Shareholders under the IPA are several, and not
joint and several.
A copy of the Merger Agreement, the form of the Voting Agreements, and
the Investor Participation Agreement are attached hereto as Exhibits 1, 2 and 3,
respectively, and are incorporated herein by reference, and the description
herein of such agreements are qualified in their respective entireties by
reference to such agreements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) 1,126,417 shares of Common Stock, and any shares of Common
Stock as to which any Rollover Shareholder acquires beneficial ownership during
the term of the Voting Agreement, are subject to his or her Voting Agreements.
The Rollover Shareholders
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<PAGE>
collectively hold options exercisable in the next 60 days with respect to 19,200
shares of Common Stock. The 19,200 shares subject to such options, together with
the 1,126,417 shares referred to above, total 1,145,617 shares of Common Stock
beneficially owned, and represent approximately 8.0% of the outstanding shares
of Common Stock, based on the number of shares of Common Stock outstanding as of
June 9, 1999, as represented to FPMAC by Maxxim in the Merger Agreement. FPMAC
may be deemed, for purposes of Rule 13d-3 promulgated under the Act, to share
with the respective Rollover Shareholders party to the Voting Agreements the
power to vote or dispose of the shares of Common Stock subject to the Voting
Agreements. However, FPMAC (i) is not entitled to any rights as a stockholder of
Maxxim as to such shares, and (ii) disclaims beneficial ownership of all of such
shares. As the sole stockholder of FPMAC, FPCF may be deemed, for purposes of
Rule 13d-3 under the Act, to beneficially own indirectly the subject shares of
Common Stock that may be deemed to be owned beneficially by FPMAC. As the
general partner of FPCF, FPC may be deemed, for purposes of Rule 13d-3 under the
Act, to beneficially own indirectly the subject shares of Common Stock that may
be deemed to be beneficially owned by FPCF. Fox Paine has the power, by virtue
of certain agreements, to manage the affairs of FPCF, and therefore Fox Paine
may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own
indirectly the subject shares of Common Stock that may be deemed to be
beneficially owned by FPCF or FPC. FPCF, FPC and Fox Paine disclaim beneficial
ownership of any such shares of Common Stock.
Saul A. Fox, whose relationship to FPMAC, FPC and Fox Paine is set
forth in Annex 1, owns and has sole voting and dispositive power with respect to
50,000 shares of Common Stock which were acquired in excess of 60 days prior to
June 13, 1999. FPMAC, FPCF, FPC and Fox Paine (i) are not entitled to any rights
as a stockholder of Maxxim as to such shares, and (ii) disclaim beneficial
ownership of all of such shares.
(c) Except as set forth in this Item 5, to the best knowledge and
belief of the Fox Paine Entities, no transactions involving Common Stock have
been effected during the past 60 days by any Fox Paine Entity, or by any of
their respective directors, executive officers or controlling persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 3
through 5 is hereby incorporated herein by reference.
A copy of the Merger Agreement, the form of the Voting Agreements, and
the Investor Participation Agreement are attached hereto as Exhibits 1, 2 and 3,
respectively, and are incorporated herein by reference, and the description
herein of such agreements are qualified in their respective entireties by
reference to such agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule 13D:
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<PAGE>
Exhibit 1 - Agreement and Plan of Merger, dated as of June 13, 1999, between
Fox Paine Medic Acquisition Corporation and Maxxim Medical, Inc.
(incorporated by reference to Exhibit 2.1 of Maxxim Medical,
Inc.'s Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 16, 1999).
Exhibit 2 - Form of individual Voting Agreement, dated as of June 13, 1999,
by and between Fox Paine Medic Acquisition Corporation and each of
10 shareholders of Maxxim Medical, Inc. (incorporated by reference
to Exhibit 2 of the Schedule 13D filed with the Securities and
Exchange Commission by the Fox Paine Entities on June 26, 1999).
Exhibit3 - Investor Participation Agreement, dated as of June 13, 1999, by
and among Fox Paine Medic Acquisition Corporation and 10
shareholders of Maxxim Medical, Inc., in their individual
capacities (incorporated by reference to Exhibit 3 of the Schedule
13D filed with the Securities and Exchange Commission by the Fox
Paine Entities on June 26, 1999).
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete, and correct.
FOX PAINE MEDIC ACQUISITION CORPORATION
By: /s/ Saul A. Fox
--------------------------------------
Name: Saul A. Fox
Title: Chief Executive Officer
FOX PAINE CAPITAL FUND, L.P.
By: Fox Paine Capital, LLC,
its general partner
By: /s/ Saul A. Fox
--------------------------------------
Name: Saul A. Fox
Title: Member
FOX PAINE CAPITAL, LLC
By: /s/ Saul A. Fox
---------------------------------------
Name: Saul A. Fox
Title: Member
FOX PAINE & COMPANY, LLC
By: /s/ Saul A. Fox
---------------------------------------
Name: Saul A. Fox
Title: Member
July 8, 1999
<PAGE>
EXHIBIT INDEX
SEQUENTIAL PAGE
EXHIBIT DESCRIPTION NO.
Exhibit 1 - Agreement and Plan of Merger, dated as of June 13, 1999, between
Fox Paine Medic Acquisition Corporation and Maxxim Medical, Inc.
(incorporated by reference to Exhibit 2.1 of Maxxim Medical,
Inc.'s Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 16, 1999).
Exhibit 2 - Form of individual Voting Agreement, dated as of June 13, 1999, by
and between Fox Paine Medic Acquisition Corporation and each of 10
shareholders of Maxxim Medical, Inc. (incorporated by reference to
Exhibit 2 of the Schedule 13D filed with the Securities and
Exchange Commission by the Fox Paine Entities on June 26, 1999).
Exhibit 3 - Investor Participation Agreement, dated as of June 13, 1999, by
and among Fox Paine Medic Acquisition Corporation and 10
shareholders of Maxxim Medical, Inc., in their individual
capacities (incorporated by reference to Exhibit 3 of the Schedule
13D filed with the Securities and Exchange Commission by the Fox
Paine Entities on June 26, 1999).
<PAGE>
ANNEX 1
(Capitalized terms used in this Annex 1 and not otherwise
defined have the meanings ascribed to them in the Schedule
13D to which this Annex 1 is attached)
Saul A. Fox is (1) a Director and the President and Chief Executive
Officer of FPMAC, (2) a managing member of FPC, and (3) a managing member of Fox
Paine.
W. Dexter Paine, III is (1) a Director and the Vice President and
Secretary of FPMAC, (2) a managing member of FPC, and (3) a managing member of
Fox Paine.
Jason B. Hurwitz is a Director and the Treasurer of FPMAC.
Each of the persons listed above is a citizen of the United States and
is principally employed by Fox Paine & Company, LLC. The address of Fox Paine &
Company, LLC is 950 Tower Lane, Suite 1950, Foster City, California 94404.
<PAGE>
ANNEX 2
SHARE OWNERSHIP OF
THE ROLLOVER SHAREHOLDERS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
A B C
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Shares deemed to be
Shares beneficially owned through the
Percentage (1) Beneficially ownership of options exercisable
Name Owned(2) exercisable within 60 days
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Kenneth W. Davidson 1.7% 241,368 5,000
Peter M. Graham 0.5% 70,500 4,000
David L. Lamont 0.4% 57,250 3,000
Alan S. Blazei 0.3% 41,150 3,000
Henry T. DeHart 0.3% 39,900 3,000
Joseph D. Dailey 0.2% 28,300 1,000
Jack F. Cahill 0.3% 44,000 200
Suzanne R. Garon 0.0% 7,000 0
Ernest Henley 2.3% 321,949 -
Davis Henley 1.9% 275,000 -
</TABLE>
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(1) Does not include shares which may be acquired through the exercise of
vested stock options.
(2) Excludes shares referenced in column "C".
