UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
SIRCO INTERNATIONAL CORP.
-------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
--------------------------------------
(Title of Class of Securities)
829639103
----------------
(CUSIP Number)
Eric M. Hellige, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022 (212) 326-0846
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 8, 1995
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [ X ]
A fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Joel Dupre
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7. SOLE VOTING POWER 681,000 (see Item 5)
SHARES -------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 414,334 (see Item 5)
REPORTING --------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 177,777 (see Item 5)
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
681,000 (see Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.0% (see Item 5)
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14. TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------
--------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Pacific Million Enterprise Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES -------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 133,333 (see Item 5)
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,333 (see Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% (see Item 5)
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14. TYPE OF REPORTING PERSON*
CO
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--------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Joseph Takada
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES -------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 133,333 (see Item 5)
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,333 (see Item 5)
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% (see Item 5)
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14. TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------
--------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Cheng-Sen Wang
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Taiwan R.O.C
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES -------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 88,889
REPORTING --------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,889 (see Item 5)
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (see Item 5)
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14. TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------
--------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Albert H. Cheng
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
-----------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
-----------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Taiwan R.O.C.
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES -------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 44,444 (see Item 5)
OWNED BY -----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 44,444
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,444 (see Item 5)
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% (see Item 5)
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14. TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------
--------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to the Schedule 13D originally filed by Joel
Dupre, Pacific Million Enterprise Ltd., Joseph Takada, Cheng-Sen Wang and Albert
H. Cheng with the Securities and Exchange Commission on April 4, 1995 (the
"Schedule 13D") relates to the Common Stock, par value $.10 per share (the
"Common Stock"), of Sirco International Corp., a New York corporation (the
"Issuer"), the principal executive offices of which are located at 24 Richmond
Hill Avenue, Stamford, Connecticut 06901. Unless otherwise indicated, all terms
used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Schedule 13D.
Item 9. Purpose of Transaction.
Item 9 of the Schedule 13D is hereby amended by adding the following:
On June 8, 1995, Dupre entered into a Voting Agreement, dated as of May
1, 1995, with Pacific, Wang and Cheng, a copy of which is attached hereto as
Exhibit M (the "Voting Agreement"), pursuant to which Pacific, Wang and Cheng
delivered an irrevocable proxy to Dupre and granted Dupre the right to vote an
aggregate of 266,666 shares of Common Stock and all shares of Common Stock
subsequently acquired by them. In addition, Pacific, Wang and Cheng agreed not
to dispose of any shares of Common Stock without the prior written consent of
Dupre except as contemplated by or provided for in the Pledge Agreement. The
Voting Agreement will expire on June 1, 2000.
Also on June 8, 1995, Dupre entered into an Option Agreement, dated as
of May 1, 995, with Pacific, a copy of which is attached hereto as Exhibit N-1
(the "Pacific Option Agreement"), and an Option Agreement with Albert H. Cheng,
a copy of which is attached hereto as Exhibit N-2 (the "Cheng Option Agreement";
together with the Pacific Option Agreement, collectively, the "Option
Agreements"). Pursuant to the Option Agreements, Pacific granted to Dupre the
right to acquire all 133,333 shares of Common Stock owned by it for a purchase
price of $2.25 per share, and Cheng granted to Dupre the right to purchase all
44,444 shares of Common Stock owned by him for a purchase price of $3.38 per
share. The Option Agreements also provide that Pacific and Cheng may not dispose
of any shares of Common Stock without the prior written consent of Dupre except
as contemplated by or provided for in the Pledge Agreement. The Option
Agreements will expire on May 30, 1999.
The purpose of these transactions was to increase Dupre's control of
the Issuer.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) of the Schedule 13D are hereby restated in their
entirety as follows:
(a) As of the date hereof, (i) Dupre is the beneficial owner of 681,000
shares of Common Stock, constituting approximately 56.0% of the issued and
outstanding shares of Common Stock; (ii) Pacific is the beneficial owner of
133,333 shares of Common Stock, constituting approximately 11.0% of the issued
and outstanding shares of Common Stock; (iii) Takada, by virtue of his ownership
of 95% of the issued and outstanding shares of capital stock of Pacific, may be
deemed to be the beneficial owner of all shares of Common Stock beneficially
owned by Pacific; (iv) Wang is the beneficial owner of 88,889 shares of Common
Stock, constituting approximately 7.3% of the issued and outstanding shares of
Common Stock; and (v) Cheng is the beneficial owner of 44,444 shares of Common
Stock, constituting approximately 3.7% of the issued and outstanding shares of
Common Stock.
The Reporting Persons may be deemed to be a "group" within the meaning
of Section 13d-3 of the Exchange Act, and, therefore, deemed to beneficially own
an aggregate of 681,000 shares of Common Stock, constituting approximately 56.0%
of the issued and outstanding shares of Common Stock.
(b) Dupre has the sole power to vote 681,000 shares of Common Stock.
Dupre has the sole power to dispose of 414,334 shares and the shared power to
dispose of 177,777 shares of Common Stock. Pacific has, and Takada by virtue of
his ownership of 95% of the outstanding shares of capital stock of Pacific may
be deemed to have, the shared power to dispose of 133,333 shares of Common
Stock. Wang has the sole power to vote and dispose of 88,889 shares of Common
Stock. Cheng has shared power to dispose of 44,444 shares of Common Stock.
(c) Except as set forth herein, none of the Reporting Persons has
effected any transactions in shares of Common Stock of the Issuer in the past 60
days.
(d) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the
Issuer.
Item 6 of the Schedule 13D is hereby restated in its entirety as
follows:
Except for the Stock Purchase Agreement filed as Exhibit D, the Voting
Agreement filed as Exhibit M, the Option Agreements filed as Exhibits N-1 and
N-2 and the Pledge Agreement filed as Exhibit J all of which are hereby
incorporated by reference and are described in response to Item 4 of this
Schedule 13D, which response is hereby incorporated by reference, the Reporting
Persons do not have any contracts, arrangements, understandings or relationships
with any person with respect to any securities of the Issuer, including but not
limited to, any agreements concerning (i) transfer or voting of any securities
of the Issuer, (ii) finder's fees, (iii) joint ventures, (iv) loan or option
arrangements, (v) puts or calls, (vi) guarantees of profits, (vii) division of
profits or losses, or (viii) the giving or withholding of proxies.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following:
Exhibit M - Voting Agreement, dated as of May 1, 1995, among
Dupre, Pacific, Wang and
Cheng
Exhibit N-1 - Option Agreement, dated as of May 1, 1995,
between Dupre and Pacific
Exhibit N-2 - Option Agreement, dated as of May 1,
1995, between Dupre and Cheng
<PAGE>
Signature
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certifies that the information set forth
in this Schedule 13D is true, complete and correct.
Date:
/s/ Joel Dupre
--------------------------------------
Joel Dupre
PACIFIC MILLION ENTERPRISE LTD.
By: *
--------------------------------------
Name:
Title:
*
--------------------------------------
Joseph Takada
*
--------------------------------------
Cheng-Sen Wang
*
--------------------------------------
Albert H. Cheng
* By: /s/ Joel Dupre
------------------------------------
Joel Dupre, Attorney-in-Fact
<PAGE>
EXHIBIT M
VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 1, 1995, by and among JOEL DUPRE
("Dupre"), PACIFIC MILLION ENTERPRISE LTD. ("PMEL"), CHENG- SEN WANG ("Wang")
and ALBERT H. CHENG ("Cheng") (PMEL, Wang and Cheng are sometimes referred to
herein collectively as the "Investor Shareholders"; each of the Investor
Shareholders and Dupre are sometimes referred to herein, individually, as a
"Shareholder" and, collectively, as the "Shareholders").
* * * *
WHEREAS, the authorized capital stock of Sirco International Corp., a
New York corporation (the "Corporation"), consists of 3,000,000 shares of Common
Stock, par value $.10 per share (the "Common Stock");
WHEREAS, the Shareholders own an aggregate of 681,000 shares, or
approximately 56.04%, of the issued and outstanding shares of capital stock of
the Corporation, the number of shares owned of record by the Shareholders on the
date hereof being the number of shares set forth opposite the name of each
Shareholder on Schedule I hereto; and
WHEREAS, the Shareholders desire to maintain the continuity of the
management and policies of the Corporation, and, in furtherance thereof, the
Investor Shareholders desire to provide for certain restrictions on the transfer
of their Shares (as hereinafter defined) and to grant to Dupre the right to vote
the Shares owned of record by the Investor Shareholders as set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants of the parties hereto, it is hereby agreed as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.01 Definitions. Whenever used in this Agreement, unless otherwise
defined or the subject matter or context otherwise dictates, the following terms
shall have these respective meanings:
(a) "Agreement" means this Shareholders' Agreement, any agreement
which is supplementary to or an amendment or confirma-tion of this Agreement,
and any schedules or exhibits hereto or thereto.
(b) "Pledge Agreement" means the Pledge Agreement dated as of
March 21, 1995 among Joel Dupre, Pacific Million Enterprise Ltd., Cheng-Sen
Wang, and Albert H. Cheng, as pledgors, Bueno of California, Inc. and Yashiro
Co., Inc., individually and as agent for Yashiro Company, Ltd., as the same may
be amended or supplemented from time to time.
(c) "Person" means any individual, estate, trust, partnership,
joint venture, association, firm, corporation, company or other entity.
(d) "Shares" means the shares of Common Stock, par value $.10 per
share, of the Corporation, as well as: (i) any shares into which shares then
authorized may be converted, reclassified, redesignated, subdivided,
consolidated or otherwise changed; (ii) any shares of the Corporation or any
successor or other body corporate which may be received by the holders of shares
on a merger, amalgamation or other reorganization of or including the
Corporation; and (iii) any securities which may now or hereafter be convertible
or exercisable into such shares.
1.02 Extended Meanings. Words importing the singular number include the
plural and vice versa and words importing gender include all genders. All
references to the word "days" shall mean calendar days.
ARTICLE II
VOTING AGREEMENT
2.01 Agreement to Vote Shares. (a) Each Investor Shareholder shall
deliver to Dupre on the date hereof a properly completed and duly executed proxy
substantially in the form attached hereto as Exhibit A with respect to all
Shares owned of record on the date hereof, which proxy shall be irrevocable to
the extent permitted by New York law.
(b) Dupre shall be empowered at all times to exercise all voting rights
(including, without limitation, the power to execute and deliver written
consents with respect to the Shares owned by the Investor Shareholders) of the
Investor Shareholders with respect to all matters requiring or permitting the
vote or consent of the shareholders of the Corporation.
2.02 No Voting Trusts. During the term of this Agreement, no Investor
Shareholder shall deposit any of his Shares in a voting trust or otherwise
subject any of his Shares to any arrangement or agreement with respect to the
voting of such Shares, other than pursuant to the terms of this Agreement or the
Pledge Agreement.
2.03 Additional Purchases. Each Investor Shareholder agrees that,
during the term of this Agreement, he will not purchase or otherwise acquire
beneficial ownership of any Shares, nor will he purchase or otherwise acquire
the right to vote or share in the voting of any Shares, unless prior to or
concurrently with such purchase or acquisition such Shareholder delivers to
Dupre an irrevocable proxy substantially in the form attached hereto as Exhibit
A with respect to all of such Shares.
2.04 Additional Proxies. Each Investor Shareholder shall from time to
time deliver to Dupre such additional proxies, substantially in the form
attached hereto as Exhibit A, each properly completed and duly executed, as
Dupre shall reasonably request.
ARTICLE III
CERTAIN COVENANTS
3.01 Representations and Warranties. Each Investor Shareholder hereby
represents and warrants to Dupre as follows:
(a) such Investor Shareholder is neither a party to nor bound by
any agreement regarding the ownership of the Shares owned by such Shareholder,
other than this Agreement and the Pledge Agreement; and
(b) such Investor Shareholder is not a party to, bound by or
subject to any indenture, mortgage, lease, agreement, instrument, charter or
by-law provision, statute, regulation, order, judgment, decree or law which
would be violated, contravened or breached by, or under which any default would
occur as a result of the execution and delivery by such Investor Shareholder of
this Agreement or the performance by such Investor Shareholder of any of the
terms hereof.
3.02 Confidentiality. Each Investor Shareholder hereby agrees that he
shall not, at any time or under any circumstance, without the written consent of
Dupre, directly or indirectly, communicate or disclose to any Person any
knowledge or information whatsoever acquired by such Investor Shareholder
relating to or concerning any confidential information regarding the property,
business or affairs of the Corporation, including, without limitation, books,
records and financial statements of the Corporation, nor shall he utilize or
make available any such knowledge, directly or indirectly, in connection with
the transfer or proposed transfer of any of his Shares (except to the extent
necessary to comply with federal securities laws).
ARTICLE IV
RESTRICTIONS ON TRANSFER OR ENCUMBRANCE
4.01 Restriction on Transfer of Common Stock. Except as expressly
permitted by the terms and provisions of this Agreement, without the prior
written consent of Dupre, no Investor Shareholder may sell, assign, transfer,
mortgage, alienate, pledge, hypothecate, create or permit to exist a security
interest in or lien on, place in trust or in any other way encumber or otherwise
dispose of (any of the foregoing being herein referred to as a "Disposition")
any Shares now owned or hereafter acquired or any interest therein, except as
contemplated by or provided for in the Pledge Agreement.
4.02 After Acquired Common Stock. Any Shares acquired by an Investor
Shareholder after the date of this Agreement pursuant to the provisions of this
Agreement shall become and remain subject to the terms of this Agreement.
ARTICLE V
MISCELLANEOUS
5.01 Waiver by Dupre. Compliance with any provision of this Agreement
by any Investor Shareholder may be waived in writing at any time by Dupre
without the consent or agreement of any other Investor Shareholder; provided,
however, that any such waiver shall be effective only for the particular
circumstance for which it is granted and shall not be applicable to any
subsequent waiver or violation of any provision of this Agreement.
5.02 Notice. Any notice or document required or permitted by this
Agreement to be given to a party hereto shall be in writing and shall be
sufficiently given if delivered personally, or if sent by prepaid certified
mail, return receipt requested, to such party addressed as follows:
(i) to Dupre, at:
Mr. Joel Dupre
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901-36001
with a copy to:
Eric M. Hellige, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
(ii) to PMEL, at:
Pacific Million Enterprise Ltd.
Suite 107, The Gateway, Tower 2
25 Canton Road
Tsimshatsui
Kowloon, Hong Kong
(iii) to Wang, at:
Mr. Cheng-Sen Wang
357 Jen-Ai Road
9th Floor, Section 4
Tapei, Taiwan R.O.C.
(iv) to Cheng, at:
Mr. Albert H. Cheng
602 Chintien Street
3rd Floor
Tapei, Taiwan R.O.C.
Notice so mailed shall be deemed to have been given on the fifth business day
next following the date such notice is deposited in the mail in accordance with
the instructions set forth above. Any notice delivered to the party to whom it
is addressed shall be deemed to have been given and received on the day it is
delivered. Any party may from time to time notify the others in the manner
provided herein of any change of address which thereafter, until changed by like
notice, shall be the address of such party for all purposes hereof.
5.03 Term of Agreement.
(a) This Agreement shall terminate upon the earlier of (i) the
mutual consent in writing of all of the parties hereto or (ii) June 1, 2000.
(b) Nothing contained in this Section 5.03 shall affect or impair
any rights or obligations arising prior to the time of the termination of this
Agreement, or which may arise by an event causing the termination of this
Agreement.
5.04 Legend. Each certificate representing any Shares issued to any
Investor Shareholder shall have stamped, printed or typed thereon the following
legend:
"THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
SUBJECT TO AND SHALL BE TRANSFERABLE ONLY IN ACCORDANCE WITH
THE PROVISIONS OF A CERTAIN VOTING AGREEMENT DATED AS OF MAY
1, 1995 AMONG JOEL DUPRE, PACIFIC MILLION ENTERPRISE LTD.,
CHENG-SEN WANG AND ALBERT H. CHENG, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF SIRCO INTERNATIONAL CORP."
5.05 Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is restricted,
prohibited or unenforceable, such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction, prohibition or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of such restriction, prohibition or unenforceability without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason in any jurisdiction
be held to be excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed, by limiting and reducing it, so as
to enforceable to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
5.06 Assignment. Except as otherwise provided in Article IV hereof,
this Agreement is not assignable by any party and shall bind and benefit the
respective parties hereto and their successors and permitted assigns.
5.07 Counterparts. This Agreement may be effectively delivered by one
party to each of the others by delivery of an executed counterpart.
5.08 Entire Agreement; Amendments; Waivers. This Agreement sets forth
the entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, among the parties hereto, and there are no
warranties, representations and other agreements between the parties hereto in
connection with the subject matter hereof except as specifically set forth
herein or therein. No supplement, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
5.09 Jurisdiction. The parties hereto hereby irrevocably consent and
submit to the non-exclusive jurisdiction of any state or federal court located
within the County of New York, State of New York, U.S.A. for the settlement of
disputes arising under or in connection with this Agreement. Each of the parties
hereto accepts for itself and in connection with its properties, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
waives any defense of forum non conveniens, and irrevocably agrees to be bound
by any judgment rendered thereby in connection with this Agreement.
5.10 Governing Law. This Agreement shall be construed in accordance
with the internal laws of the State of New York.
5.11 Headings. The Article and Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/Joel Dupre
---------------------------
JOEL DUPRE
PACIFIC MILLION ENTERPRISE
LTD.
By: /s/Joe Takada
-----------------------------
Name: Joe Takada
Title: Managing Director
/s/Cheng-Sen Wang
-----------------------------
CHENG-SEN WANG
/s/Albert H. Cheng
-----------------------------
ALBERT H. CHENG
<PAGE>
EXHIBIT A
IRREVOCABLE PROXY
The undersigned shareholder of Sirco International Corp., a New York
corporation ("Sirco"), hereby irrevocably (to the extent permitted by the New
York Business Corporation Law (the "BCL")) appoints JOEL DUPRE the attorney and
proxy of the undersigned, with full power of substitution and resubstitution, to
the full extent of the undersigned's rights with respect to ____ shares of
Common Stock, par value $.10 per share, of Sirco owned of record or beneficially
by the undersigned (the "Shares") until such time as that certain Voting
Agreement dated as of May 1, 1995 (the "Voting Agreement"), among Joel Dupre,
Pacific Million Enterprise Ltd., Cheng-Sen Wang and Albert H. Cheng shall be
terminated in accordance with its terms.
Upon the execution hereof, all prior proxies given by the undersigned
with respect to the Shares and any and all other shares or securities issued or
issuable in respect thereof on or after the date hereof are hereby revoked and
no subsequent proxies will be given. This proxy is irrevocable (to the extent
permitted by the BCL) and is entered into in connection with the Voting
Agreement. The attorney and proxy named above will be empowered at any time
prior to the termination of the Voting Agreement to exercise all voting and
other rights (including, without limitation, the power to execute and deliver
written consents with respect to the Shares) of the undersigned in connection
with any matter requiring or permitting a vote of the shareholders of Sirco.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to grant the proxy created hereby and that the
undersigned has good and unencumbered title to the Shares, free and clear of all
liens, restrictions, charges and encumbrances (except pursuant to the Pledge
Agreement, as defined in the Voting Agreement) and not subject to any adverse
claim. The undersigned will, upon request, execute and deliver any additional
documents deemed by the above named attorney and proxy to be necessary or
desirable to effect the irrevocable proxy created hereby.
<PAGE>
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
Dated: _______________
Signature of Stockholder: __________________________
Print Name of Stockholder: _________________________
Number of Shares
Beneficially Owned: ________________________________
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Name of Holder Number of Shares
-------------- ----------------
<S> <C>
Joel Dupre 414,334
Pacific Million Enterprise Ltd. 133,333
Cheng-Sen Wang 88,889
Albert H. 44,444
</TABLE>
<PAGE>
EXHIBIT N-1
OPTION AGREEMENT
OPTION AGREEMENT, dated as of May 1, 1995, by and between JOEL DUPRE
("Dupre") and PACIFIC MILLION ENTERPRISE LTD., a Hong Kong corporation ("PMEL").
* * * *
WHEREAS, PMEL owns 133,333 shares of Common Stock, par value $.10 per
share, of the Corporation; and
WHEREAS, PMEL desires to grant to Dupre an option to purchase all or
part of such shares on the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants of the parties hereto, it is hereby agreed as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.01 Definitions. Whenever used in this Agreement, unless otherwise
defined or the subject matter or context otherwise dictates, the following terms
shall have these respective meanings:
(a) "Agreement" means this Option Agreement, any agreement which
is supplementary to or an amendment or confirmation of this Agreement, and any
schedules or exhibits hereto or thereto.
(b) "Pledge Agreement" means the Pledge Agreement dated as of
March 21, 1995 among Joel Dupre, Pacific Million Enterprise Ltd., Cheng-Sen
Wang, and Albert H. Cheng, as pledgors, Bueno of California, Inc. and Yashiro
Co., Inc., individually and as agent for Yashiro Company, Ltd., as the same may
be amended or supplemented from time to time.
(c) "Shares" means the 133,333 shares of Common Stock, par value
$.10 per share, of the Corporation owned of record by PMEL as of the date
hereof, as well as: (i) any shares into which such shares may be converted,
reclassified, redesignated, subdivided, consolidated or otherwise changed; and
(ii) any shares of the Corporation or any successor or other body corporate
which may be received by PMEL in respect of such shares in a merger,
amalgamation or other reorganization of or including the Corporation.
(d) "Voting Agreement" means the Voting Agreement dated as of May
1, 1995 among Joel Dupre, Pacific Million Enterprise Ltd., Cheng-Sen Wang and
Albert H. Cheng, as the same may be amended or supplemented from time to time.
1.02 Extended Meanings. Words importing the singular number include the
plural and vice versa and words importing gender include all genders. All
references to the word "days" shall mean calendar days.
ARTICLE II
CERTAIN COVENANTS
2.01 Representations and Warranties. PMEL hereby represents and
warrants to Dupre as follows:
(a) PMEL is neither a party to nor bound by any agreement
regarding the ownership of the Shares, other than this Agreement, the Pledge
Agreement and the Voting Agreement; and
(b) PMEL is not a party to, bound by or subject to any indenture,
mortgage, lease, agreement, instrument, charter or by-law provision, statute,
regulation, order, judgment, decree or law which would be violated, contravened
or breached by, or under which any default would occur as a result of, the
execution and delivery by PMEL of this Agreement or the performance by PMEL of
any of the terms hereof.
ARTICLE III
OPTION; RESTRICTIONS ON TRANSFER OR ENCUMBRANCE
3.01 Option. At any time while this Agreement is in effect, Dupre shall
have the right and option (the "Option") to purchase some or all of the Shares
held by PMEL, at a price per Share, subject to adjustment as set forth in
Section 3.02 hereof, of U.S.$2.25 (the "Option Price"), by delivering to PMEL
written notice of Dupre's exercise of the Option, which notice shall set forth
the number of Shares to be purchased at such time pursuant to the Option. On a
date to be agreed upon, but in no event later than 10 days after such written
notice is received by PMEL, PMEL shall deliver to Dupre certificates
representing the Shares to be purchased by Dupre, duly endorsed in blank or with
duly executed stock powers attached, and with the appropriate transfer tax
stamps affixed. The purchase price for any Shares purchased by Dupre hereunder
shall be paid by Dupre in the manner set forth in Section 3.03 below. Dupre may
exercise the Option in whole or in part at any time and from time to time during
the term of this Agreement.
3.02 Adjustment of Option Price. In case at any time or from time to
time the Corporation shall (a) subdivide its outstanding shares of Common Stock
into a larger number of shares of Common Stock, (b) combine its outstanding
shares of Common Stock into a smaller number of shares or (c) declare or pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock, the Option Price shall be adjusted by multiplying such Option Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding prior to, and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after, such subdivision, combination or
issuance. Any adjustment made pursuant to this Section 3.02 shall become
effective immediately after the effective date of such event.
3.03 Terms of Payment. The purchase price for any Shares acquired by
Dupre pursuant to this Article III shall be paid by Dupre by delivery to PMEL of
a promissory note in the full amount of the purchase price for the Shares
purchased payable in full on the third anniversary of the date thereof, bearing
interest on the unpaid principal amount at a rate per annum equal to the Prime
Rate payable annually on each anniversary of the date thereof. Any promissory
note issued by Dupre may be prepaid by Dupre at any time without premium or
penalty. The "Prime Rate" shall be the rate of interest publicly announced by
Chemical Bank as its Prime Rate, which, with respect to each promissory note
issued pursuant to the terms hereof, shall be adjusted annually on each
anniversary of the date thereof.
3.04 Restriction on Transfer of Common Stock. Except as expressly
permitted by the terms and provisions of this Agreement, without the prior
written consent of Dupre, PMEL shall not sell, assign, transfer, mortgage,
alienate, pledge, hypothecate, create or permit to exist a security interest in
or lien on, place in trust or in any other way encumber or otherwise dispose of
any Shares now owned or hereafter acquired or any interest therein, except as
contemplated by or provided for in the Pledge Agreement.
3.05 After Acquired Common Stock. Any Shares acquired by PMEL after the
date of this Agreement shall become and remain subject to the terms of this
Article III.
ARTICLE IV
MISCELLANEOUS
4.01 Waiver by Dupre. Compliance with any provision of this Agreement
by PMEL may be waived in writing at any time by Dupre; provided, however, that
any such waiver shall be effective only for the particular circumstance for
which it is granted and shall not be applicable to any subsequent waiver or
violation of any provision of this Agreement.
4.02 Notice. Any notice or document required or permitted by this
Agreement to be given to a party hereto shall be in writing and shall be
sufficiently given if delivered personally, or if sent by prepaid certified
mail, return receipt requested, to such party addressed as follows:
(i) to Dupre, at:
Mr. Joel Dupre
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901-36001
with a copy to:
Eric M. Hellige, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
(ii) to PMEL, at:
Pacific Million Enterprise Ltd.
Suite 107, The Gateway, Tower 2
25 Canton Road
Tsimshatsui
Kowloon, Hong Kong
Notice so mailed shall be deemed to have been given on the fifth business day
next following the date such notice is deposited in the mail in accordance with
the instructions set forth above. Any notice delivered to the party to whom it
is addressed shall be deemed to have been given and received on the day it is
delivered. Any party may from time to time notify the others in the manner
provided herein of any change of address which thereafter, until changed by like
notice, shall be the address of such party for all purposes hereof.
4.03 Term of Agreement.
(a) This Agreement shall terminate upon the earlier of (i) the
mutual consent in writing of all of the parties hereto or (ii) May 30, 1999.
(b) Nothing contained in this Section 4.03 shall affect or impair
any rights or obligations arising prior to the time of the termination of this
Agreement, or which may arise by an event causing the termination of this
Agreement.
4.04 Legend. Each certificate representing any Shares owned by or
issued to PMEL shall have stamped, printed or typed thereon the following
legend:
"THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
SUBJECT TO AND SHALL BE TRANSFERABLE ONLY IN ACCORDANCE WITH
THE PROVISIONS OF A CERTAIN OPTION AGREEMENT DATED AS OF MAY
1, 1995 BETWEEN JOEL DUPRE AND PACIFIC MILLION ENTERPRISE
LTD., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF SIRCO
INTERNATIONAL CORP."
4.05 Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is restricted,
prohibited or unenforceable, such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction, prohibition or
unenforceability without invalidating the remaining provisions hereof and
without affecting the validity or enforceability of such provision in any other
jurisdiction or its application to other parties or circumstances. In addition,
if any one or more of the provisions contained in this Agreement shall for any
reason in any jurisdiction be held to be excessively broad as to time, duration,
geographical scope, activity or sub-ject, it shall be construed, by limiting and
reducing it, so as to enforceable to the extent compatible with the applicable
law of such jurisdiction as it shall then appear.
4.06 Assignment. This Agreement is not assignable by any party and
shall bind and benefit the respective parties hereto and their successors and
permitted assigns.
4.07 Counterparts. This Agreement may be effectively delivered by one
party to each of the others by delivery of an executed counterpart.
4.08 Entire Agreement; Amendments; Waivers. This Agreement sets forth
the entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, among the parties hereto, and there are no
warranties, representations and other agreements between the parties hereto in
connection with the subject matter hereof except as specifically set forth
herein or therein. No supplement, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
4.09 Jurisdiction. The parties hereto hereby irrevocably consent and
submit to the non-exclusive jurisdiction of any state or federal court located
within the County of New York, State of New York, U.S.A. for the settlement of
disputes arising under or in connection with this Agreement. Each of the parties
hereto accepts for itself and in connection with its properties, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
waives any defense of forum non conveniens, and irrevocably agrees to be bound
by any judgment rendered thereby in connection with this Agreement.
4.10 Governing Law. This Agreement shall be construed in accordance
with the internal laws of the State of New York.
4.11 Headings. The Article and Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/Joel Dupre
---------------------------------
JOEL DUPRE
PACIFIC MILLION ENTERPRISE
LTD.
By: /s/Joe Takada
-----------------------------
Name: Joe Takada
Title: Managing Director
<PAGE>
EXHIBIT N-2
OPTION AGREEMENT
OPTION AGREEMENT, dated as of May 1, 1995, by and between JOEL DUPRE
("Dupre") and ALBERT H. CHENG ("Cheng").
* * * *
WHEREAS, Cheng owns 44,444 shares of Common Stock, par value $.10 per
share, of the Corporation; and
WHEREAS, Cheng desires to grant to Dupre an option to purchase all or
part of such shares on the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants of the parties hereto, it is hereby agreed as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.01 Definitions. Whenever used in this Agreement, unless otherwise
defined or the subject matter or context otherwise dictates, the following terms
shall have these respective meanings:
(a) "Agreement" means this Option Agreement, any agreement which
is supplementary to or an amendment or confirmation of this Agreement, and any
schedules or exhibits hereto or thereto.
(b) "Pledge Agreement" means the Pledge Agreement dated as of
March 21, 1995 among Joel Dupre, Pacific Million Enterprise Ltd., Cheng-Sen
Wang, and Albert H. Cheng, as pledgors, Bueno of California, Inc. and Yashiro
Co., Inc., individually and as agent for Yashiro Company, Ltd., as the same may
be amended or supplemented from time to time.
(c) "Shares" means the 44,444 shares of Common Stock, par value
$.10 per share, of the Corporation owned of record by Cheng as of the date
hereof, as well as: (i) any shares into which such shares may be converted,
reclassified, redesignated, subdivided, consolidated or otherwise changed; and
(ii) any shares of the Corporation or any successor or other body corporate
which may be received by Cheng in respect of such shares in a merger,
amalgamation or other reorganization of or including the Corporation.
(d) "Voting Agreement" means the Voting Agreement dated as of May
1, 1995 among Joel Dupre, Pacific Million Enterprise Ltd., Cheng-Sen Wang and
Albert H. Cheng, as the same may be amended or supplemented from time to time.
1.02 Extended Meanings. Words importing the singular number include the
plural and vice versa and words importing gender include all genders. All
references to the word "days" shall mean calendar days.
ARTICLE II
CERTAIN COVENANTS
2.01 Representations and Warranties. Cheng hereby represents and
warrants to Dupre as follows:
(a) Cheng is neither a party to nor bound by any agreement
regarding the ownership of the Shares, other than this Agreement, the Pledge
Agreement and the Voting Agreement; and
(b) Cheng is not a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, charter or by-law provision,
statute, regulation, order, judgment, decree or law which would be violated,
contravened or breached by, or under which any default would occur as a result
of, the execution and delivery by Cheng of this Agreement or the performance by
Cheng of any of the terms hereof.
ARTICLE III
OPTION; RESTRICTIONS ON TRANSFER OR ENCUMBRANCE
3.01 Option. At any time while this Agreement is in effect, Dupre shall
have the right and option (the "Option") to purchase some or all of the Shares
held by Cheng, at a price per Share, subject to adjustment as set forth in
Section 3.02 hereof, of U.S.$3.38 (the "Option Price"), by delivering to Cheng
written notice of Dupre's exercise of the Option, which notice shall set forth
the number of Shares to be purchased at such time pursuant to the Option. On a
date to be agreed upon, but in no event later than 10 days after such written
notice is received by Cheng, Cheng shall deliver to Dupre certificates
representing the Shares to be purchased by Dupre, duly endorsed in blank or with
duly executed stock powers attached, and with the appropriate transfer tax
stamps affixed. The purchase price for any Shares purchased by Dupre hereunder
shall be paid by Dupre in the manner set forth in Section 3.03 below. Dupre may
exercise the Option in whole or in part at any time and from time to time during
the term of this Agreement.
3.02 Adjustment of Option Price. In case at any time or from time to
time the Corporation shall (a) subdivide its outstanding shares of Common Stock
into a larger number of shares of Common Stock, (b) combine its outstanding
shares of Common Stock into a smaller number of shares or (c) declare or pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock, the Option Price shall be adjusted by multiplying such Option Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding prior to, and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after, such subdivision, combination or
issuance. Any adjustment made pursuant to this Section 3.02 shall become
effective immediately after the effective date of such event.
3.03 Terms of Payment. The purchase price for any Shares acquired by
Dupre pursuant to this Article III shall be paid by Dupre by delivery to Cheng
of a promissory note in the full amount of the purchase price for the Shares
purchased payable in full on the third anniversary of the date thereof, bearing
interest on the unpaid principal amount at a rate per annum equal to the Prime
Rate payable annually on each anniversary of the date thereof. Any promissory
note issued by Dupre may be prepaid by Dupre at any time without premium or
penalty. The "Prime Rate" shall be the rate of interest publicly announced by
Chemical Bank as its Prime Rate, which, with respect to each promissory note
issued pursuant to the terms hereof, shall be adjusted annually on each
anniversary of the date thereof.
3.04 Restriction on Transfer of Common Stock. Except as expressly
permitted by the terms and provisions of this Agreement, without the prior
written consent of Dupre, Cheng shall not sell, assign, transfer, mortgage,
alienate, pledge, hypothecate, create or permit to exist a security interest in
or lien on, place in trust or in any other way encumber or otherwise dispose of
any Shares now owned or hereafter acquired or any interest therein, except as
contemplated by or provided for in the Pledge Agreement.
3.05 After Acquired Common Stock. Any Shares acquired by Cheng after
the date of this Agreement shall become and remain subject to the terms of this
Article III.
ARTICLE IV
MISCELLANEOUS
4.01 Waiver by Dupre. Compliance with any provision of this Agreement
by Cheng may be waived in writing at any time by Dupre; provided, however, that
any such waiver shall be effective only for the particular circumstance for
which it is granted and shall not be applicable to any subsequent waiver or
violation of any provision of this Agreement.
4.02 Notice. Any notice or document required or permitted by this
Agreement to be given to a party hereto shall be in writing and shall be
sufficiently given if delivered personally, or if sent by prepaid certified
mail, return receipt requested, to such party addressed as follows:
(i) to Dupre, at:
Mr. Joel Dupre
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901-36001
with a copy to:
Eric M. Hellige, Esq.
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
(ii) to Cheng, at:
Mr. Albert H. Cheng
199 Chung Ching North Road
11th Floor
Section 3, Taipei
Taiwan R.O.C.
Notice so mailed shall be deemed to have been given on the fifth business day
next following the date such notice is deposited in the mail in accordance with
the instructions set forth above. Any notice delivered to the party to whom it
is addressed shall be deemed to have been given and received on the day it is
delivered. Any party may from time to time notify the others in the manner
provided herein of any change of address which thereafter, until changed by like
notice, shall be the address of such party for all purposes hereof.
4.03 Term of Agreement.
(a) This Agreement shall terminate upon the earlier of (i) the
mutual consent in writing of all of the parties hereto or (ii) May 30, 1998.
(b) Nothing contained in this Section 4.03 shall affect or impair
any rights or obligations arising prior to the time of the termination of this
Agreement, or which may arise by an event causing the termination of this
Agreement.
4.04 Legend. Each certificate representing any Shares owned by or
issued to Cheng shall have stamped, printed or typed thereon the following
legend:
"THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
SUBJECT TO AND SHALL BE TRANSFERABLE ONLY IN ACCORDANCE WITH
THE PROVISIONS OF A CERTAIN OPTION AGREEMENT DATED AS OF MAY
1, 1995 BETWEEN JOEL DUPRE AND ALBERT H. CHENG, A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF SIRCO INTERNATIONAL
CORP."
4.05 Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is restricted,
prohibited or unenforceable, such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction, prohibition or
unenforceability without invalidating the remaining provisions hereof and
without affecting the validity or enforceability of such provision in any other
jurisdiction or its application to other parties or circumstances. In addition,
if any one or more of the provisions contained in this Agreement shall for any
reason in any jurisdiction be held to be excessively broad as to time, duration,
geographical scope, activity or subject, it shall be construed, by limiting and
reducing it, so as to enforceable to the extent compatible with the applicable
law of such jurisdiction as it shall then appear.
4.06 Assignment. This Agreement is not assignable by any party and
shall bind and benefit the respective parties hereto and their successors and
permitted assigns.
4.07 Counterparts. This Agreement may be effectively delivered by one
party to each of the others by delivery of an executed counterpart.
4.08 Entire Agreement; Amendments; Waivers. This Agreement sets forth
the entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, among the parties hereto, and there are no
warranties, representations and other agreements between the parties hereto in
connection with the subject matter hereof except as specifically set forth
herein or therein. No supplement, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
4.09 Jurisdiction. The parties hereto hereby irrevocably consent and
submit to the non-exclusive jurisdiction of any state or federal court located
within the County of New York, State of New York, U.S.A. for the settlement of
disputes arising under or in connection with this Agreement. Each of the parties
hereto accepts for itself and in connection with its properties, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
waives any defense of forum non conveniens, and irrevocably agrees to be bound
by any judgment rendered thereby in connection with this Agreement.
4.10 Governing Law. This Agreement shall be construed in accordance
with the internal laws of the State of New York.
4.11 Headings. The Article and Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/Joel Dupre
------------------------
JOEL DUPRE
/s/Albert H. Cheng
------------------------
ALBERT H. CHENG
