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As filed with the Securities and Exchange Commission on
December 30, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 20, 1996
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BREED TECHNOLOGIES, INC.
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Delaware
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(State of Other Jurisdiction of Incorporation)
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1-11474 22-2767118
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(Commission File Number) (IRS Employer Identification No.)
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5300 Old Tampa Highway, Lakeland, Florida 33811
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(Address of principal executive offices) (Zip Code)
(813) 284-6000
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 10
Exhibit Index on Page 6
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Item 1. Change in Control
On December 20, 1996, pursuant to a certain Limited Partnership
Agreement, dated December 10, 1996 (the "AB Agreement"), by and among Allen
Breed, Inc., a Texas corporation, and Allen K. Breed as Trustee of the Allen K.
Breed Revocable Trust Agreement dated November 7, 1994 (the "AB Trust"), for
which Mr. Breed is the sole trustee and beneficiary, the AB Trust transferred,
by gift and without consideration, 8,477,750 shares of the Common Stock of
Breed Technologies, Inc. (the "Company"), $.01 par value per share, to A. Breed
Ltd., a Texas limited partnership ("AB Ltd."). On the same date, pursuant to a
certain Limited Partnership Agreement, dated December 10, 1996 (the "JB
Agreement"), by and among Johnnie Breed, Inc., a Texas corporation ("JB Inc.")
and Johnnie Eileen Cordell Breed as Trustee of the Johnnie Eileen Cordell Breed
Revocable Trust Agreement dated November 7, 1994 (the "JB Trust), for which Ms.
Breed is the sole trustee and beneficiary, the JB Trust transferred, by gift
and without consideration, 8,477,750 Shares to J. Breed Ltd., a Texas limited
partnership ("JB Ltd."). Mr. Breed is the Chairman of the Board of Directors
and Chief Executive Officer of the Company. Ms. Breed is President and a
director of the Company.
Under the terms of the AB Agreement, Allen Breed, Inc. is the General
Partner for A. Breed, Ltd. and the AB Trust is the original limited partner.
Among the rights and powers granted to the General Partner are (i) the ability
to sell, exchange, dispose of, transfer, lease or otherwise alienate or convey
title to, and to grant an option for the sale of all or any portion of any
interest in the partnership's assets, including the Shares, and (ii) the
ability to mortgage, pledge, hypothecate, for and on behalf of the partnership,
all or any part of the partnership's assets, including the Shares. The JB
Agreement contains identical provisions except that the Shares are transferred
to J. Breed, Ltd., whose General Partner is Johnnie Breed, Inc. and the
original limited partner is the JB Trust.
Pursuant to the terms of a certain Voting Agreement, dated December 22,
1996, (the "Voting Agreement"), by and among A. Breed, Ltd., J. Breed, Ltd. and
Mr. and Ms. Breed, individually (collectively, the "Parties"), the Parties have
agreed that, at any and all meetings of the stockholders of the Company
("Stockholders Meetings"), each of the Parties will vote or cause to be voted
all shares owned by him, her or it or over which he, she or it has voting
control in such manner as shall be mutually agreed upon by the Parties in
advance of such meeting; (ii) if Mr. Breed dies or becomes incapable of
discharging his obligations under the Voting Agreement while Ms. Breed is still
living and capable of discharging her obligations under the Voting Agreement,
Page 2 of 10
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then at any and all Stockholder Meetings, the successor-in-interest or
successors-in-interest to Mr. Breed, as the beneficial owner of all of the
outstanding interest of A. Breed, Ltd. shall vote or cause to be voted all
shares owned by him, her or it or over which he, she or it has voting control as
directed by Johnnie Breed, individually; (iii) if Ms. Breed dies or becomes
incapable of discharging her obligations under the Voting Agreement while Mr.
Breed is still living and capable of discharging his obligations under the
Voting Agreement, then at any and all Stockholder Meetings, the
successor-in-interest or successors-in-interest to Ms. Breed, as the beneficial
owner of all of the outstanding interest of J. Breed, Ltd. shall vote or cause
to be voted all shares owned by him, her or it or over which he, she or it has
voting control as directed by Allen Breed, individually; (iv) if A. Breed, Ltd.
terminates, then, at any and all Stockholder Meetings, Allen Breed,
individually, Johnnie Breed, individually and as the beneficial owner of all of
the outstanding interests of J. Breed, Ltd., and J. Breed, Ltd. shall vote or
cause to be voted all shares owned by him, her or it or over which he, she or it
has voting control in such manner as shall be mutually agreed upon by Allen
Breed, individually, and Johnnie Breed, individually and as the beneficial
owner of all of the outstanding interests of J. Breed, Ltd.; and (v) if J.
Breed, Ltd. terminates, then, at any and all Stockholder Meetings, Johnnie
Breed, individually, Allen Breed, individually and as the beneficial owner of
all of the outstanding interests of A. Breed, Ltd., and A. Breed, Ltd. shall
vote or cause to be voted all shares owned by him, her or it or over which he,
she or it has voting control in such manner as shall be mutually agreed upon by
Johnnie Breed, individually, and Allen Breed, individually and as the
beneficialy owner of all of the outstanding interests of A. Breed, Ltd.
As of December 23, 1996, following the transfers described above and
the execution of the Voting Agreement, Mr. and Ms. Breed beneficially own the
following numbers and percentages of the Company's outstanding common stock:
Allen K. Breed 17,010,600 Shares (1) 53.8%
Johnnie Cordell Breed 17,830,600 Shares (2) 56.4%
Allen K. Breed and
Johnnie Cordell Breed 17,885,600 Shares (3) 56.6%
as a group
Page 3 of 10
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(1) Includes 100 shares held as a joint tenant with Ms. Breed and 55,000 shares
held by the Breed Charitable Foundation (the "Foundation") for which Mr. Breed
serves as one of three trustees. Also includes 8,477,750 shares held by A.
Breed, Ltd. and 8,477,750 shares held by J. Breed, Ltd. of which Mr. and Ms.
Breed share voting power pursuant to the Voting Agreement.
(2) Includes 100 shares held as a joint tenant with Mr. Breed and 875,000
shares held in five trusts (the "Family Trusts") of which Ms. Breed is a
trustee with shared voting and investment power and of which she and Mr.
Breed's children are beneficiaries, as to which shares Ms. Breed disclaims
beneficial ownership. Also includes 8,477,750 shares held by J. Breed, Ltd.
and 8,477,750 shares held by A. Breed, Ltd. of which Mr. and Ms. Breed share
voting power pursuant to the Voting Agreement.
(3) Includes 100 shares held as joint tenants, 8,477,750 shares held by A.
Breed, Ltd. and 8,477,750 shares held by J. Breed, Ltd., for which Mr. and Ms.
Breed share voting power pursuant to the Voting Agreement. Also includes
55,000 shares held by the Foundation and 875,000 shares held by the Family
Trusts.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Exhibits
Voting Agreement, dated December 22, 1996, by and among A.
Breed, Ltd., J. Breed, Ltd. and Allen Breed and Johnnie Breed, individually.
Page 4 of 10
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 30, 1996 BREED TECHNOLOGIES, INC.
(Registrant)
By: Charles J. Speranzella, Jr.
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Charles J. Speranzella, Jr.
Executive Vice President
Page 5 of 10
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EXHIBIT INDEX
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Exhibit Page
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Voting Agreement, dated December 22, 1996, 7
by and among A. Breed, Ltd., J. Breed, Ltd.
and Allen Breed and Johnnie Breed,
individually.
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Page 6 of 10
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VOTING AGREEMENT
THIS AGREEMENT is made as of this 22nd day of December, 1996 by and
among certain holders of shares of the common stock, $.01 par value, of Breed
Technologies, Inc., a Delaware corporation (the "Company"), namely, A. Breed
Ltd., a Texas limited partnership ("AB Ltd."), J. Breed Ltd., a Texas limited
partnership ("JB Ltd."), Allen Breed, individually, and Johnnie Breed,
individually.
W I T N E S S E T H :
WHEREAS, Allen Breed, individually and as the beneficial owner of the
outstanding interests of AB Ltd., Johnnie Breed, individually and as the
beneficial owner of the outstanding interests of JB Ltd., AB Ltd. and JB Ltd.
(collectively, the "Parties"), desire to provide for the continuity and quality
of management of the Company; and
WHEREAS, to provide for such continuity and quality, the Parties have
mutually agreed to provide for the cooperative voting of their shares (as
defined below) in the Company with respect to all matters of the Company;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by all parties hereto, the parties hereto
mutually promise and agree as follows:
I. VOTING OF SHARES
1. As used in this Agreement the term "shares" shall include shares
of the common stock of the Company, and any and all other shares of capital
stock of the Company, by whatever name called, which carry voting rights
(including voting rights which arise by reason of default), and shall include
any shares now owned or subsequently acquired by any of the Parties, however
acquired, including shares acquired by or resulting from stock splits, stock
dividends, recapitalization and similar events.
2. The Parties hereby agree that, so long as AB Ltd. and JB Ltd.
continue to exist and so long as Allen Breed and Johnnie Breed are both living
and capable of discharging their obligations under this Agreement, at any and
all meetings of stockholders of
Page 7 of 10
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the Company (which shall include, for purposes of this Agreement, all
written actions in lieu of meetings) (the "Stockholders Meetings"), each of the
Parties shall vote or cause to be voted all shares owned by him, her or it or
over which he, she or it has voting control in such manner as shall be mutually
agreed upon by the Parties in advance of such meeting.
3. If Allen Breed dies or becomes physically incapable of
discharging his obligations under this Agreement while Johnnie Breed is still
living and capable of discharging her obligations under this Agreement, then,
at any and all Stockholder Meetings, the successor-in-interest or
successors-in-interest to Allen Breed, as the beneficial owner of all of the
outstanding interests of AB Ltd., and AB Ltd. shall vote or cause to be voted
all shares owned by him, her or it or over which he, she or it has voting
control as directed by Johnnie Breed, individually.
4. If Johnnie Breed does or becomes physically incapable of
discharging her obligations under this Agreement while Allen Breed is still
living and capable of discharging his obligations under this Agreement, then,
at any and all Stockholder Meetings, the successor-in-interest or
successors-in-interest to Johnnie Breed, individually, the
successor-in-interest or successors-in-interest to Johnnie Breed, as the
beneficial owner of all of the outstanding interests of JB Ltd., and JB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control as directed by Allen Breed,
individually.
5. If AB Ltd. terminates, then, at any and all Stockholder
Meetings, Allen Breed, individually, Johnnie Breed, individually and as the
beneficial owner of all of the outstanding interests of JB Ltd., and JB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control in such manner as shall be mutually
agreed upon by Allen Breed, individually, and Johnnie Breed, individually and
as the beneficial owner of all of the outstanding interests of JB Ltd.
6. If JB Ltd. terminates, then, at any and all Stockholder
Meetings, Allen Breed, individually and as the beneficial owner of all of the
outstanding interests of AB Ltd., Johnnie Breed, individually, and the AB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control in such manner as shall be mutually
agreed upon by Allen Breed, individually and as the beneficial owner of all of
the outstanding interests of AB Ltd., and Johnnie Breed, individually.
Page 8 of 10
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II. GENERAL PROVISIONS
1. The term of this Agreement shall commence on the date hereof and
shall terminate upon any of the following events:
(a) the tenth anniversary of the date hereof;
(b) the termination of both JB Ltd. and AB Ltd.; or
(c) the mutual agreement of Allen Breed and Johnnie Breed,
individually, provided that both parties are still living and
capable of discharging their obligations under this Agreement,
or by the survivor, if either person has died or is no longer
capable of discharging his or her obligations under this
Agreement.
2. This Agreement sets forth the entire agreement of the Parties
with respect to the subject matter hereof and may not be amended, modified or
terminated, and no rights or provisions herein may be waived, without the
written approval of all of the Parties, provided, however, that any Party may
individually waive any of his, her or its rights hereunder without affecting
the rights of any other Party.
3. This Agreement shall be construed under and governed by the laws
of the State of Delaware, and shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, personal representatives,
successors and assigns.
4. Notice to be given pursuant to this Agreement shall be in
writing and shall be given by certified or registered mail, return receipt
requested. Notices shall be deemed given when personally delivered or when
mailed to the addresses of the respective Parties as set forth on the execution
page of this Agreement, or on the counterpart hereof executed by such party or
to such changed address as any Party may notify the others pursuant hereto,
except that a notice of change of address shall be deemed given when received.
5. The parties agree that in addition to any and all other remedies
that may be available at law in the event of any breach of this Agreement, each
of the Parties hereto shall be entitled to specific performance of the
obligations of the other Parties hereto and to appropriate injunctive relief as
may be granted by a court of competent jurisdiction.
6. This Agreement may be executed in any number of counterparts,
all of which together shall for all purposes constitute one Agreement, binding
on all the parties hereto
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notwithstanding that all such parties have not signed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date and year first above written.
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Allen K. Breed, Individually
A. BREED LTD.
By: Allen Breed, Inc.,
General Partner
By:
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Johnnie Cordell Breed,
Individually
J. BREED LTD.
By: Johnnie Breed, Inc.,
General Partner
By:
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Page 10 of 10
