UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
SCIENCE MANAGEMENT CORPORATION
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(Name of Issuer)
Common Stock par value $.10 per share
Preferred Stock, par value $1.00 per share
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(Title of Class of Securities)
808638209 (common) and 808638308 (preferred)
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(CUSIP Number)
James C. Dobbs
Vice President and General Counsel
Versar, Inc.
6850 Versar Center
Springfield, VA 22151
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 2, 1997
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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 the form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP No. 808638209 (Common) 808638308 (Preferred)
1. NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Versar, Inc. 54-0852979
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)
(B)
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK and WC
5. CHECK BOX 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,070,000 common shares; 1,750,000 preferred shares
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
1,070,000 common shares; 1,750,000 preferred shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,420,000 shares common (including call option for 350,000 shares)
1,750,000 shares preferred
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71% common
100% preferred
14. TYPE OF REPORTING PERSON
Corporation
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SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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Item 1. Security and Issuer.
This Report relates to the common stock, par value $.10 per share, and
preferred stock, par value $1.00 per share, of Science Management Corporation,
a Delaware corporation. The address of the Issuer's principal executive office
is 721 Routes 202/206, Bridgewater, NJ 08807.
Item 2. Identity and Background.
The Reporting Person is a Corporation.
(a) Name: Versar, Inc.
(b) Business Address: 6850 Versar Center, Springfield,
Virginia 22151.
(c) Principal Business: environmental consulting and
engineering firm
(d) & (e) Neither the Reporting Person nor any of its executive
officers or directors have, during the past five years
(i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) 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 of final order in joining future violations of, or
prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
$2,000,000 of the funds used to purchase the securities reported
herein was borrowed by the Reporting Person, in the ordinary course of
business, from NationsBank, N.A. and represented by a secured promissory note
bearing interest at thirty day LIBOR plus 250 basis points or prime, whichever
is less. The Reporting Person's working capital provided the remaining
$870,000.
Item 4. Purpose of Transaction.
The Reporting Person purchased the securities reported herein through
a negotiated transaction between the prior holder of such securities, Imperial
Capital Worldwide Partners, L.P., and the Issuer. In connection with the
acquisition, the following persons associated with the Reporting Person were
elected to the Board of Directors of the Issuer:
Benjamin M. Rawls
Lawrence W. Sinnott
James C. Dobbs
Pursuant to such acquisition, the Reporting Person has gained control of the
Issuer and currently intends to propose to the Board of Directors of the Issuer
a merger of the Issuer into a wholly-owned subsidiary of the Reporting Person.
If such merger is approved by the Board of Directors of the Issuer and effected
in accordance with the laws of the State of Delaware, all remaining outstanding
shares of the Issuer will be exchanged for shares of common stock of the
Reporting Person, the Reporting Person will acquire 100% ownership of all
outstanding securities of the Issuer, and the Issuer will become a wholly-owned
subsidiary of the Reporting Person.
Further, the Reporting Person has agreed to propose such merger
pursuant to an Agreement to Merge dated April 30, 1997 between the Reporting
Person and James A. Skidmore, Jr. and Marion G. Hilferty (plaintiffs in a suit
versus Imperial Capital and its affiliates). In connection with such Agreement
to Merge, Mr. Skidmore, Ms. Hilferty and Frank S. Rathgeber (holding in the
aggregate 15% of the outstanding common stock of Issuer) have agreed to vote in
favor of such merger.
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The Reporting Person currently does not contemplate any other material
change in the Issuer's business or corporate structure.
Item 5. Interest in the Securities of the Issuer.
The Reporting Person has acquired 1,070,000 shares of common stock,
1,750,000 shares of preferred stock and a call option to purchase 350,000
shares of common stock of the Issuer pro rata from all other stockholders.
As a result of such ownership, the Reporting Person has beneficial ownership
with respect to 71% of the outstanding common stock and 100% of the outstanding
preferred stock of the Issuer. All such shares are held with sole voting power
and sole dispositive power; provided, that the shares with respect to which the
Reporting Person holds a call option are subject to voting and disposition by
the current beneficial owner of those shares. Other than the acquisition
reported pursuant to this Report, the Reporting Person has not engaged in any
transactions in any securities of the Issuer. The Reporting Person is not
a member of any group.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than the call option acquired by the Reporting Person giving the
Reporting Person the right to purchase 350,000 shares of common stock from all
other stockholders on a pro rata basis and the voting agreements described
under Item 4 above, there are no contracts, arrangements, understandings or
relationships requiring disclosure pursuant to this Item 6.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits:
(i) Promissory Note with NationsBank with respect to the funding of
the acquisition.
(ii) Agreement to Merge between the Reporting Person James A.
Skidmore, Jr. and Marion G. Hilferty dated May 2, 1997.
(iii) Form of Lock-up Agreement executed by James A. Skidmore,
Marion G. Hilferty and Frank S. Rathgeber.
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SIGNATURE
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.
VERSAR, INC.
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By: /s/ James C. Dobbs
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James C. Dobbs
Vice President
Date: May 30, 1997
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EXHIBIT 99
ACQUISITION PROMISSORY NOTE
$2,000,000.00 Fairfax, Virginia
April 30, 1997
FOR VALUE RECEIVED, VERSAR, INC., a corporation organized under the
laws of the State of Delaware and GEOMET TECHNOLOGIES, INC., a corporation
organized under the laws of the State of Delaware (collectively, the
"Borrowers" and each a Borrower), jointly and severally promise to pay to the
order of NATIONSBANK, N.A., a national banking association, its successors and
assigns (the "Lender"), the principal sum of TWO MILLION AND NO/100 DOLLARS
($2,000,000.00) (the "Principal Sum"), together with interest thereon at the
rate or rates hereinafter provided, in accordance with the following:
1. Interest. Commencing as of the date hereof and continuing
until repayment in full of all sums due hereunder, the unpaid Principal Sum
shall bear interest at the fluctuating per annum interest rate established by
the Lender from time to time, at its discretion, whether or not such rate is
otherwise published ("Prime Rate"), plus one half of one percent (.50%) per
annum. The Prime Rate is established by the Lender as an index or base and
may or may not be the best or lowest rate charged by the Lender on any loan.
The rate of interest charged under this Note shall change immediately and
contemporaneously with any change in the Prime Rate. All interest payable
under the terms of this Note shall be calculated on the basis of a 360-day year
and the actual number of days elapsed.
2. Payments and Maturity. The unpaid Principal Sum, together with
interest thereon at the rate or rates provided above, shall be payable as
follows:
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(a) Interest on the unpaid Principal Sum shall be due and
payable monthly, commencing May 31, 1997, and on the last day of each month
thereafter to maturity; and
(b) The unpaid Principal Sum shall be due and payable in
monthly installments of principal in the amount of $41,666.67 each, commencing
May 31, 1997, and on the last day of each month to and including April 30,
1998; and
(b) Commencing on May 31, 1998 and continuing on the last day
of each month thereafter until maturity, the unpaid Principal Sum shall be due
and payable in monthly installments of principal in the amount of $62,500 each;
and
(c) Unless sooner paid, the entire unpaid Principal Sum,
together with all interest accrued and unpaid thereon, shall be due and payable
in full on April, 30, 2000.
3. Default Interest. Upon the occurrence of an Event of Default
(as hereinafter defined), the unpaid Principal Sum shall bear interest
thereafter at a rate (the "Default Rate") two percent (2.0%) per annum in
excess of the then current rate or rates of interest hereunder until such Event
of Default is cured.
4. Late Charges. If the Borrowers shall fail to make any payment
under the terms of this Note within ten (10) days after the date such payment
is due, the Borrowers shall pay to the Lender on demand a late charge equal to
five percent (5%) of such payment.
5. Application and Place of Payments. All payments, made on
account of this Note shall be applied first to the payment of any late charge
then due hereunder, second to the payment of accrued and unpaid interest then
due hereunder, and the remainder, if any, shall be applied to the unpaid
Principal Sum, with application first made to all principal installments then
due hereunder, next to the outstanding principal balance due and owing at
maturity and thereafter to the principal payments due in the inverse order of
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maturities. Notwithstanding any provision contained herein to the contrary,
any portion of a permitted partial prepayment applied to the unpaid Principal
Sum shall be applied first to the outstanding principal balance due and owing
at maturity and thereafter to the principal payments due in the inverse order
of maturities. All payments on account of this Note shall be paid in lawful
money of the United States of America in immediately available funds during
regular business hours of the Lender at its principal office in McLean,
Virginia or at such other times and places as the Lender may at any time and
from time to time designate in writing to the Borrowers. The Lender is
authorized to deduct any payment (including payments of principal and/or
interest as above provided) from the Borrowers Account Number __________ on
or after the date the payment is due; provided, however, that such
authorization shall not be deemed to relieve the Borrowers from their
obligation to make such payment when it is due.
6. Prepayment. The Borrowers may prepay the Principal Sum in whole
or in part upon ten (10) days prior written notice to the Lender without
premium or penalty.
7. Financing Agreement and Other Financing Documents. This Note
is one of the "Acquisition Notes" described in a Financing and Security
Agreement dated March 31, 1997 by and among the Borrowers and the Lender (as
amended, modified, restated, substituted, extended and renewed at any time and
from time to time, the "Financing Agreement"). The indebtedness evidenced by
this Note is included within the meaning of the term "Obligations" as defined
in the Financing Agreement. The term "Financing Documents" as used in this
Note shall mean collectively this Note, the Financing Agreement and any other
instrument, agreement, or document previously, simultaneously, or hereafter
executed and delivered by the Borrowers and/or any other person, singularly or
jointly with any other person, evidencing, securing, guaranteeing, or in
connection with the Principal Sum, this Note and/or the Financing Agreement.
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8. Security. This Note is secured as provided in the Financing
Agreement.
9. Events of Default. The occurrence of any one or more of the
following events shall constitute an event of default (individually, an "Event
of Default" and collectively, the "Events of Default") under the terms of this
Note:
(a) The failure of the Borrowers to pay to the Lender within five
(5) days of when due any and all amounts payable by the Borrowers to the
Lender under the terms of this Note; or
(b) The occurrence of an event of default (as defined therein)
under the terms and conditions of any of the other Financing Documents.
10. Remedies. Upon the occurrence of an Event of Default, at the
option of the Lender, all amounts payable by the Borrowers to the Lender under
the terms of this Note shall immediately become due and payable by the
Borrowers to the Lender without notice to the Borrowers or any other person,
and the Lender shall have all of the rights, powers, and remedies available
under the terms of this Note, any of the other Financing Documents and all
applicable laws. The Borrowers and all endorsers, guarantors, and other
parties who may now or in the future be primarily or secondarily liable for
the payment of the indebtedness evidenced by this Note hereby severally waive
presentment, protest and demand, notice of protest, notice of demand and of
dishonor and non-payment of this Note and expressly agree that this Note or any
payment hereunder may be extended from time to time without in any way
affecting the joint and several liability of the Borrowers, guarantors and
endorsers.
Until such time as the Lender is not committed to extend further credit to
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the Borrowers and all Obligations of the Borrowers to the Lender have been
indefeasibly paid in full in cash, and subject to and not in limitation of the
provisions set forth in the next following paragraph below, no Borrower shall
have any right of subrogation (whether contractual, arising under the
Bankruptcy Code or otherwise), reimbursement or contribution from any Borrower,
or any guarantor nor any right of recourse to its security for any of the debts
and obligations of any Borrower which are the subject of this Note. Except as
otherwise expressly permitted by the Financing Agreement, any and all present
and future debts and obligations of any other to any Borrower are hereby
subordinated to the full payment and performance of all present and future
debts and obligations to the Lender under this Note and the Financing Agreement
and the Financing Documents, provided, however, notwithstanding anything set
forth in this Note to the contrary, prior to the occurrence of a payment
Default, the Borrowers shall be permitted to make payments on account of any of
such present and future debts and obligations from time to time in accordance
with the terms thereof.
The Borrowers further agree that, if any payment made by the
Borrowers, or any other person is applied to this Note and is at any time
annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid, or the proceeds of
any property hereafter securing this Note is required to be returned by the
Lender to any Borrower, their estate, trustee, receiver or any other party,
including, without limitation, such Borrower, under any bankruptcy law, state
or federal law, common law or equitable cause, then, to the extent of such
payment or repayment, such Borrower's liability hereunder (and any lien,
security interest or other collateral securing such liability) shall be and
remain in full force and effect, as fully as if such payment had never been
made, or, if prior thereto any such lien, security interest or other collateral
hereafter securing such the Borrower's liability hereunder shall have been
released or terminated by virtue of such cancellation or surrender, this Note
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(and such lien, security interest or other collateral) shall be reinstated in
full force and effect, and such prior cancellation or surrender shall not
diminish, release, discharge, impair or otherwise affect the obligations of
such Borrower of the amount of such payment (or any lien, security interest or
other collateral securing such obligation).
The JOINT AND SEVERAL obligations of each Borrower under this Note
shall be absolute, irrevocable and unconditional and shall remain in full force
and effect until the outstanding principal of and interest on this Note and all
other Obligations or amounts due hereunder and under the Financing Agreement
and the Financing Documents shall have been indefeasibly paid in full in cash
in accordance with the terms thereof and this Note shall have been canceled.
11. Expenses. The Borrowers promise to pay to the Lender on demand
by the Lender all costs and expenses incurred by the Lender in connection with
the collection and enforcement of this Note, including, without limitation,
reasonable attorneys' fees and expenses and all court costs.
12. Notices. Any notice, request, or demand to or upon the
Borrowers or the Lender shall be deemed to have been properly given or made
when delivered in accordance with Section 11.01 of the Financing Agreement.
13. Miscellaneous. Each right, power, and remedy of the Lender as
provided for in this Note or any of the other Financing Documents, or now or
hereafter existing under any applicable law or otherwise shall be cumulative
and concurrent and shall be in addition to every other right, power, or remedy
provided for in this Note or any of the other Financing Documents or now or
hereafter existing under any applicable law, and the exercise or beginning of
the exercise by the Lender of any one or more of such rights, powers, or
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remedies shall not preclude the simultaneous or later exercise by the Lender of
any or all such other rights, powers, or remedies. No failure or delay by the
Lender to insist upon the strict performance of any term, condition, covenant,
or agreement of this Note or any of the other Financing Documents, or to
exercise any right, power, or remedy consequent upon a breach thereof, shall
constitute a waiver of any such term, condition, covenant, or agreement or of
any such breach, or preclude the Lender from exercising any such right, power,
or remedy at a later time or times. By accepting payment after the due date of
any amount payable under the terms of this Note, the Lender shall not be deemed
to waive the right either to require prompt payment when due of all other
amounts payable under the terms of this Note or to declare an Event of Default
for the failure to effect such prompt payment of any such other amount. No
course of dealing or conduct shall be effective to amend, modify, waive,
release, or change any provisions of this Note.
14. Partial Invalidity. In the event any provision of this Note
(or any part of any provision) is held by a court of competent jurisdiction to
be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision (or
remaining part of the affected provision) of this Note; but this Note shall be
construed as if such invalid, illegal, or unenforceable provision (or part
thereof) had not been contained in this Note, but only to the extent it is
invalid, illegal, or unenforceable.
15. Captions. The captions herein set forth are for convenience
only and shall not be deemed to define, limit, or describe the scope or intent
of this Note.
16. Applicable Law. The Borrowers acknowledge and agree that
this Note shall be governed by the laws of the Commonwealth of Virginia, even
though for the convenience and at the request of the Borrowers, this Note may
be executed elsewhere.
17. WAIVER OF TRIAL BY JURY. THE BORROWERS HEREBY WAIVE TRIAL BY
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JURY IN ANY ACTION OR PROCEEDING TO WHICH ANY BORROWER AND THE LENDER MAY BE
PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO (A) THIS NOTE OR (B) THE
FINANCING DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES
A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR
PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE.
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH
BORROWER, AND EACH BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT
OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY
JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH BORROWER FURTHER
REPRESENTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE
MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE
WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
18. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF THIS NOTE OR
ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON
OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN
ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE
APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR ARBITRATION OF
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COMMERCIAL DISPUTES OF ENDISPUTE, INC., D/B/A J.A.M.S./ENDISPUTE ("J.A.M.S.")
AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF AN INCONSISTENCY, THE
SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE
ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS INSTRUMENT,
AGREEMENT OR DOCUMENT MAY BRING ANY ACTION, INCLUDING A SUMMARY OR EXPEDITED
PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS
NOTE RELATES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.
(A) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN FAIRFAX
COUNTY, VIRGINIA AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR.
IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,
THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS
WILL BE COMMENCED WITHIN NINETY (90) DAYS OF THE DEMAND FOR ARBITRATION;
FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO
EXTEND THE COMMENCING OF SUCH HEARING FOR AN ADDITIONAL SIXTY (60) DAYS.
(B) RESERVATION OF RIGHTS. NOTHING IN THIS NOTE SHALL BE DEEMED
TO: (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY THE LENDER OF THE PROTECTION AFFORDED TO IT BY
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12 U.S.C. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF THE LENDER: (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
LIMITED TO) SET OFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES
SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE
APPOINTMENT OF A RECEIVER. THE LENDER MAY EXERCISE SUCH SELF HELP RIGHTS,
FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES
BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT
PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THE EXERCISE OF
SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF ANY ACTION FOR
FORECLOSURE OR FOR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER
OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN SUCH ACTION, TO ARBITRATE
THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.
19. Expenses. The Borrowers promise to pay to the Lender on demand
by the Lender all costs and expenses incurred by the Lender in connection with
the collection and enforcement of this Note, including, without limitation,
reasonable attorneys' fees and expenses and all court costs.
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IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed
under seal by their duly authorized officers as of the date first written
above.
WITNESS OR ATTEST: VERSAR, INC.
/s/ Lula Fasold By: /s/ Lawrence W. Sinnott (SEAL)
______________________________ _________________________
Name: Lawrence W. Sinnott
Title: V.P. and CFO
WITNESS OR ATTEST: GEOMET TECHNOLOGIES, INC.
/s/ Lula Fasold By: /s/ Lawrence W. Sinnott (SEAL)
______________________________ _________________________
Name: Lawrence W. Sinnott
Title: Treasurer
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EXHIBIT 2.1
AGREEMENT TO MERGE
This AGREEMENT TO MERGE (the "Agreement") is made and entered into this
day of April, 1997 by VERSAR, lNC., a Delaware Corporation (the "Company"),
in favor and for the benefit of each of the plaintiffs in James A. Skidmore,
Jr., et al. v. Imperial Capital, et al., Docket No. MON-C-278-96, pending
before the Superior Court of New Jersey, Monmouth County, Chancery Division
(the "Plaintiffs").
WHEREAS, the Company wishes to enter into a certain Stock Purchase
Agreement between the Company as purchaser and Imperial Capital Worldwide
Partners, L.P., Imperial Capital Investors Corp., Jonathan Borsuk and Harvey
Borsuk as sellers (the "Stock Purchase Agreement"), and then to consummate
the transaction contemplated thereby, pursuant to which the Company would
acquire a majority of the common stock of Science Management Corp., a Delaware
corporation ("SMC") from the other parties to the Stock Purchase Agreement
(the "Imperial Parties"); and
WHEREAS, as a condition to the obligations of the Imperial Parties to
consummate such transaction, the Company is required to obtain from each of
the Plaintiffs and deliver to the Imperial Parties a general release of all
claims of such Plaintiff against the Imperial Parties; and
WHEREAS, in consideration for such releases, the Company has agreed to
enter into this Agreement, pursuant to which the shares of SMC common stock
held by the Plaintiffs, and all other shares of SMC common stock except those
held by the Company, will be converted, through a merger, into shares of the
Company' s common stock in the ratio hereinafter set forth;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby agrees with each of the Plaintiffs as follows:
1. The Merger. As soon as practicable following the consummation of
the transactions contemplated by the Stock Purchase Agreement (the "Imperial
Closing"), the Company will cause SMC to be merged with a newly formed wholly
owned subsidiary of the Company ("Acquisition Sub"), with Acquisition Sub
being the surviving corporation (the "Merger"). The Company will cause the
Merger to be effected in accordance with all applicable corporation laws,
securities laws and other laws and regulations. Pursuant to the Merger, each
share of capital stock of SMC, other than the shares owned by the Company and
shares owned by shareholders who validly exercise their dissenters' rights
under the Delaware General Corporation Law, will be converted into .573584
shares of common stock of the Company; provided that the number of shares
received by each SMC shareholder will be rounded so that each shareholder
receives a whole number of shares of common stock of the Company.
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2. Approvals. (a) The Company will use its best efforts to cause
(i) the Board of Directors of SMC to approve the Merger and to recommend
approval of the Merger to the stockholders of SMC and (ii) a proxy statement
to be prepared and submitted to the stockholders of SMC for a vote on the
Merger. The Company will vote its shares of SMC common stock in favor of the
Merger.
(b) Two of the Plaintiffs, James A. Skidmore, Jr. and Marion G.
Hilferty, will enter into a Lock-Up Agreement with the Company pursuant to
which they will agree to vote their shares of SMC common stock in favor of
the Merger, and the Plaintiffs will so vote their shares.
3. Registration Statement. The Company shall prepare and file with
the SEC as soon as reasonably practicable after the Imperial Closing a
registration statement on Form S-4 under the Securities Act of 1933 (the
"Securities Act") for purposes of registering the Company common stock to be
issued in the Merger and the resale thereof. Such registration statement on
Form S-4 and any amendment or supplements thereto are referred to herein as
the "Registration Statement." The Company shall use commercially reasonable
efforts to have the Registration Statement declared effective under the
Securities Act as promptly as practicable after its filing. The Company shall
also take such action as may be reasonably required to cause the shares covered
by the Registration Statement to be registered or to obtain an exemption from
registration under applicable state "blue sky" or securities laws. The
Company covenants that the Registration Statement (i) will comply in all
material respects with the applicable provisions of the Securities Act and the
rules and regulations promulgated thereunder and (ii) will not at the time such
document is filed with the SEC or at any time after it becomes effective under
the Securities Act contain any untrue statement of any material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading, or necessary to correct any statement in any earlier
filing with the SEC of the Registration Statement.
4. Stock Exchange Listing. The Company shall prepare and file an
application with the American Stock Exchange to list on such exchange the
Company common stock issuable pursuant to the Merger effective as of the
consummation of the Merger and will use commercially reasonable efforts to
cause such application to be approved by such time.
5. Resale of Shares. The Company represents that the shares of common
stock of the Company issued pursuant to the Merger may be resold following the
Merger pursuant to Rule 145(d) under the Securities Act and are not subject to
any holding period under such Rule or under Rule 144 under the Securities Act
but affiliates of SMC will be required to trade the Versar stock in accordance
with the volume and manner of sale limitations of Rule 144 and comply with
rules relating to the ruling of Versar stock when in the possession of non-
public information.
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6. Call Option; Escrow Release. The call option issued to Imperial
Capital Worldwide Partners, L.P., as provided in Article IV(A)(iii) of the
Fifth Modified Plan of Reorganization, as amended, of SMC's bankruptcy
proceedings, Case No. 93-34553 (SAS), shall be deemed cancelled immediately
upon the acquisition of such call option by the Company pursuant to the Stock
Purchase Agreement, and such call option shall not be exercised by the Company.
As soon as practicable following the Imperial Closing, and in any event prior
to the Merger, the Company shall cause the certificates representing the shares
of SMC common stock held by the plaintiffs that are subject to the call option
to be released from escrow by the escrow agent who is currently holding such
certificates.
7. Representations.
Corporate Acts and Proceedings. All corporate acts and proceedings
required for the authorization, execution and delivery of this Agreement have
been lawfully and validly taken. All corporate acts and proceedings required
for the offer, issuance and delivery of the Company common stock pursuant to
the Merger and the performance of the other obligations of the Company under
this Agreement will have been so taken prior to the Merger or, if earlier, the
performance of such other obligation.
Changes. As of the date hereof, since December 31, 1996, no
material event of the type that would be required to be disclosed in a
Registration Statement under the Securities Act, a Form 10-K under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or applicable state securities laws that has not been disclosed in
documents filed with the SEC or otherwise disclosed to the Plaintiffs in
writing, has occurred.
No Consents. Neither the execution nor the delivery by the Company
of this Agreement nor the performance of its obligations hereunder require the
consent, approval or action of, or any filing with or notice to, any
corporation, person or firm or any public, governmental or judicial authority.
No Violation. Neither the execution nor the delivery by the Company
of this Agreement nor the performance of its obligations hereunder will: (i)
result in a material breach of any term or provision of, or constitute a
default under, any indenture, mortgage, lease, deed of trust of other material
agreement to which the Company is a party or to which its business, properties
or assets are subject; (ii) conflict with, or result in a breach of, the
Certificate of Incorporation or Bylaws of the Company; or (iii) violate any
statute, rule, regulations, judgment, order, writ, injunction or decree, or
award of any court, administrative agency or governmental body applicable to
the Company, or any of its properties, assets or outstanding shares.
No Litigation. To the actual knowledge of the corporate officers of
the Company, there is no action or proceeding which has been instituted or
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threatened before any court or other governmental body by any person or public
authority seeking to restrain or prohibit or to obtain damages with respect to
the execution and delivery of this Agreement or the performance of the
Company's obligations hereunder.
Broker's Commissions. No broker's or finder's fees or commission
will be payable by the Company, or by the Plaintiffs as a result of acts of the
Company, with respect to the transactions contemplated hereunder.
8. Remedies. This Agreement is intended for the benefit of and to
confer rights upon the Plaintiffs, and it shall be enforceable by them, or any
of them, and their respective successors, assigns, heirs, executors,
administrators and other personal and legal representatives. The Company
acknowledges and agrees that it would be impossible to determine money damages
for violations of this Agreement and that such violations will cause
irreparable injury for which adequate remedy at law is not available and,
therefore, this Agreement may be enforced by specific performance or injunctive
relief. The Company agrees that any Plaintiff may, in his, her or its sole
discretion, apply to any court of competent jurisdiction for specific
performance or injunctive or such other relief as such court may deem just and
proper in order to enforce this Agreement or prevent any violation hereof and,
to the extent permitted by applicable law, the Company waives any objection or
defense to the imposition of such relief. Nothing herein shall be construed to
prohibit any Plaintiff from bringing any action for damages in addition to an
action for specific performance or an injunction for a breach of this
Agreement.
9. Miscellaneous.
Entire Agreement. This Agreement, together with the "Term Sheet"
executed by the Company contemporaneously herewith, constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.
Assignment; Amendment. This Agreement shall not be assigned by the
Company by operation of law or otherwise without the prior written consent of
Plaintiffs holding a majority in interest of the SMC common stock held by the
Plaintiffs. This Agreement shall not be amended, altered or modified in any
manner whatsoever, except by a written instrument executed by the Company and,
if such change is adverse to the Plaintiffs, by Plaintiffs holding a majority
in interest of the SMC common stock held by the Plaintiffs.
Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of
Delaware (without giving effect to the provisions thereof relating to conflicts
of law).
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Survival. The representations, warranties and covenants contained
herein shall survive the Merger.
Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized representatives as of the date first above written.
VERSAR, INC.
By:/s/ James Charles Dobbs
---------------------------
Its: Vice President
The undersigned are executing this Agreement solely for the purpose of
agreeing to be bound by their respective obligations under Section 2(b) of
this Agreement.
/s/ James A. Skidmore, Jr.
--------------------------
James A. Skidmore, Jr.
/s/ Marion G. Hilferty
-------------------------
Marion G. Hilferty
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EXHIBIT 2.2
FORM OF LOCK-UP AGREEMENT
LOCK-UP AGREEMENT (this "Agreement") dated as of the _____ day of
__________, 1997, by and between VERSAR, INC., a Delaware corporation
("Parent"), and the shareholder named on the signature page hereto
("Shareholder").
W I T N E S S E T H:
WHEREAS, on the date hereof Shareholder Beneficially Owns (as
hereinafter defined) the shares of common stock, par value $.01 per share
(the "Common Stock"), of Science Management Corporation, a Delaware
corporation ("Company"), set forth below the shareholder's name on the
signature page of this Agreement (the "Shares");
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent has executed an Agreement to Merge (the "Merger Agreement")
pursuant to which, among other things, Parent has agreed to cause the Company
to be merged with a wholly-owned subsidiary of Parent to be formed by Parent,
with such subsidiary to be the surviving corporation (the "Merger");
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that Shareholder agree, and in order to induce
Parent to enter into the Merger Agreement, Shareholder has agreed, to enter
into this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and the mutual
representations, warranties, covenants and agreements set forth herein and in
the Merger Agreement, the parties hereto agree as follows:
1. Voting Rights.
(a) Voting Agreement. Shareholder agrees to vote all of the
Shares on matters as to which Shareholder is entitled to vote at a meeting of
the shareholders of the Company, or by written consent without a meeting, as
follows: (i) in favor of approval of the Merger and adoption of a Plan of
Merger with respect to the Merger (the "Plan of Merger") and all related
matters; (ii) against any action or agreement that would result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement; and (iii)
against any action or agreement that would impede, interfere with, delay,
postpone or attempt to discourage the Merger or the approval of the Merger and
the Plan of Merger by the shareholders of the Company. Shareholder agrees to
<PAGE>
refrain from (A) voting at any annual or special meeting of the shareholders of
the Company, (B) executing any written consent in lieu of a meeting of the
shareholders of the Company, (C) exercising any rights of dissent with respect
to the Shares, and (D) granting any proxy or authorization to any person with
respect to the voting of the Shares, except pursuant to this Agreement, or
taking any action contrary to or in any manner inconsistent with the terms of
this Agreement.
(b) Grant of Proxy. Shareholder hereby appoints Parent, with
full power of substitution (Parent and its substitutes being referred to
herein as the "Proxy"), as its attorney and proxy to vote all of the Shares on
the matters as to which the Shareholder is entitled to vote either (y) at a
meeting of the shareholders of the Company, or (z) to which Shareholder is
entitled to express consent or dissent to a corporate action in writing
without a meeting, in each case, in the Proxy's absolute, sole and binding
discretion. Shareholder agrees that this grant of proxy is irrevocable and
coupled with an interest and agrees that the person designated as Proxy
pursuant hereto may at any time name any other person as its substituted Proxy
to act pursuant hereto, either as to a specific matter or as to all matters.
Shareholder hereby revokes any proxy previously granted by it with respect to
the Shares as to the matters specified in Section l(a) above. In discharging
its powers under this Agreement, the Proxy may rely upon advice of counsel to
Parent, and any vote made or action taken by the Proxy in reliance upon such
advice of counsel shall be deemed to have been made in good faith by the Proxy.
2. Representations and Warranties of Shareholder. Shareholder
represents and warrants to Parent that the following representations and
warranties are true and correct in all respects as of the date hereof, and will
be so as of the date of closing (the "Closing") of the transactions
contemplated by the Merger Agreement (the "Closing Date"):
(a) Due Authorization. Shareholder has the legal capacity and
the power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly executed
by Shareholder.
(b) Enforceability. Assuming this Agreement has been duly and
validly authorized, executed and delivered by Parent, this Agreement
constitutes a valid and binding agreement of Shareholder, enforceable against
him or her it in accordance with its terms except as enforceability may be
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limited by bankruptcy, insolvency, moratorium or other similar laws affecting
creditors' rights generally or by the principles governing the availability of
equitable remedies.
(c) The Shares.
(i) Except as set forth on Schedule 1 hereto, Shareholder
Beneficially Owns all of the Shares set forth on the signature page hereof,
which constitute all Shares Beneficially Owned by Shareholder, with no
restrictions on Shareholder's voting rights or rights of disposition pertaining
thereto and free and clear of any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, lien,
charge, encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing) (any of the
foregoing, a "Lien") except as set forth in the Call and Escrow Agreement dated
as of July 1996, by and among the Company, Imperial Capital Worldwide Partners,
L.P. and Shanley & Fisher, P.C. (the "Escrow Agreement"); and
(ii) There are no commitments, options, contracts or other
arrangements under which Shareholder is or may become obligated to sell or
otherwise dispose of the Shares, except as set forth in the Escrow Agreement.
(d) No Conflicts. The execution and delivery of this Agreement
by Shareholder, the compliance by Shareholder with all of the provisions of
this Agreement and the consummation by Shareholder of the transactions herein
contemplated will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, or result in the
creation or imposition of Lien upon any of the Shares, pursuant to the terms of
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which Shareholder is a party or by which Shareholder is bound or
to which any properties or assets of Shareholder are subject, except as set
forth in the Escrow Agreement, nor will such action result in any violation of
the provisions of any statute or any order, rule or regulation of any
governmental authority having jurisdiction over Shareholder or any of his or
her properties or assets.
(e) Consents/Approvals. No consent, approval, authorization,
order, registration or qualification of or with any governmental authority or
other person or entity is required for the execution or delivery of this
Agreement by Shareholder, the compliance by Shareholder with all of the
provisions of this Agreement or the consummation by Shareholder of the
transactions contemplated by this Agreement.
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3. Representations and Warranties of Parent. Parent represents and
warrants to the Company that the following representations and warranties are
true and correct in all respects as of the date hereof, and will be so as of
the Closing Date:
(a) Due Authorization. Parent has the requisite corporate power
and authority to enter into and perform this Agreement. This Agreement has
been duly authorized by all necessary corporate action on the part of Parent
and has been duly executed by a duly authorized officer of Parent.
(b) Enforceability. Assuming this Agreement has been duly and
validly authorized, executed and delivered by Shareholder, this Agreement
constitutes a valid and binding agreement of Parent, enforceable against it in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors'
rights generally or by the principles governing the availability of equitable
remedies.
(c) No Conflicts. The execution and delivery of this Agreement
by Parent, the compliance by Parent with all of the provisions of this \
Agreement and the consummation by Parent of the transactions herein
contemplated will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which Parent is a party or by which Parent is bound or to which any properties
or assets of Parent are subject, nor will such action result in any violation
of the provisions of the governing instrument of Parent, if any, or any statute
or any order, rule or regulation of any governmental authority having
jurisdiction over Parent or any of its properties or assets.
(d) Consents/Approvals. No consent, approval, authorization,
order, registration or qualification of or with any governmental authority or
other person or entity is required for the execution or delivery of this
Agreement by Parent, the compliance by Parent with all of the provisions of
this Agreement or the consummation by Parent of the transactions contemplated
by this Agreement, except for the applicable requirements of the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
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4. No Transfer. From and after the date hereof until the earlier to
occur of the Closing Date or the date upon which this Agreement terminates,
Shareholder shall not:
(a) sell, exchange or otherwise dispose of or enter into any
contract, agreement or other arrangement to sell, exchange or otherwise dispose
of any of the Shares or any securities or other consideration received or to be
received by Shareholder upon consummation of the Merger;
(b) create or suffer to exist any Lien with respect to any of
the Shares or any securities received or to be received by Shareholder in
respect thereof or in exchange therefor; or
(c) grant any options, rights, warrants or enter into any
contracts, agreements or other arrangements to grant any options, rights or
warrants with respect to any of the Shares or any securities received or to be
received by Shareholder in respect thereof or in exchange therefor.
5. Termination. This Agreement shall terminate on the Closing Date.
6. Miscellaneous.
(a) Entire Agreement. This Agreement (including the documents
and instruments referred to herein) constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.
(b) Assignment; Amendment. This Agreement (i) shall not be
assigned by operation-of law or otherwise without the prior written consent of
the parties hereto, except that Parent may assign, in its sole discretion, all
or any of its rights, interests and obligations hereunder to any direct or
indirect wholly owned subsidiary of Parent; and (ii) shall not be amended,
altered or modified in any manner whatsoever, except by a written instrument
executed by the parties hereto.
(c) Governing Law. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of New Jersey (without giving effect to the provisions thereof relating
to conflicts of law).
(d) Remedies. The parties hereto acknowledge and agree that it
would be impossible to determine money damages for violations of this Agreement
and that such violations will cause irreparable injury for which adequate
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remedy at law is not available and, therefore, this Agreement may be enforced
by specific performance or injunctive relief. The parties hereto agree that
either party may, in his, her or its sole discretion, apply to any court of
competent jurisdiction for specific performance or injunctive or such other
relief as such court may deem just and proper in order to enforce this
Agreement or prevent any violation hereof and, to the extent permitted by
applicable law, each party waives any objection or defense to the imposition of
such relief. Nothing herein shall be construed to prohibit any party from
bringing any action for damages in addition to an action for specific
performance or an injunction for a breach of this Agreement.
(e) Parties in Interest. Subject to Section 6(b) hereof, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective successors, assigns, heirs, executors,
administrators and other personal and legal representatives, and nothing in
this Agreement, express or implied, is intended to confer upon any other person
any rights or remedies of any nature whatsoever under or by reason of this
Agreement.
(f) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of
which shall constitute one and the same Agreement.
(g) Certain Definitions. Unless the context otherwise requires,
the following terms have the following respective meanings:
(i) "Beneficial Owner" has the meaning set forth in Rule
13d-3 (a) and (b) of the Rules and Regulations to the Securities Exchange Act
of 1934, as amended, and "Beneficially Owned" has a correlative meaning.
(ii) "Person" means a corporation, association, partnership,
joint venture, organization, business, individual, trust, estate or any other
entity or Group (within the meaning of Section 13(d)(3) of the Exchange Act).
(h) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or mailed by registered or certified mail
(return receipt requested) to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
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(i) If to Parent to:
6850 Versar Center
Springfield, Virginia 22151
Telephone No. (703) 750-3000
Telecopy No. (703) 642-6825
Attention: James C. Dobbs,
Vice President and General
Counsel
with a copy to:
Paul, Hastings, Janofsky & Walker LLP
600 Peachtree Street, NE
Suite 2400
Atlanta, Georgia 30308
Telephone No. (404) 815-2214
Telecopy No. (404) 815-2424
Attention: Wayne Shortridge
(ii) If to Shareholder, to the address noted on the
signature page hereof.
(i) Headings Etc. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(j) Severability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.
(k) Further Assurances. Shareholder further agrees to execute
all additional writings, consents and authorizations as may be reasonably
requested by Parent to evidence the agreements herein.
(l) Public Announcements. Parent, on the one hand, and
Shareholder, on the other hand, will consult with each other nerve issuing any
press release or otherwise making any public statements' with respect to the
transactions contemplated by this Agreement and shall not issue any such press
release or make any such public statement prior to such consideration, except
as may be required by applicable law or by obligations pursuant to any listing
agreement with any national securities exchange.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
PARENT:
------
VERSAR, INC., a Delaware
corporation
By: ______________________________
Name:
Title:
SHAREHOLDER:
-----------
Signature: _______________________
Name: ____________________________
Number of Shares: ________________
Address: _________________________
_________________________
<PAGE>
SCHEDULE 1
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