UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
International Post Limited
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
460181 10 0
(CUSIP Number)
Keith L. Schaitkin, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 27, 1997
(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
/ /. (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 of Pages
List of Exhibits is on Page <PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 460181 10 0 Page of Pages
1 NAME OF REPORTING PERSON
Video Services Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
212,096
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
212,096
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,096
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
HC, CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 460181 10 0 Page of Pages
1 NAME OF REPORTING PERSON
Louis H. Siracusano
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,500
8 SHARED VOTING POWER
212,096
9 SOLE DISPOSITIVE POWER
3,500
10 SHARED DISPOSITIVE POWER
212,096
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,596
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 460181 10 0 Page of Pages
1 NAME OF REPORTING PERSON
Arnold P. Ferolito
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,000
8 SHARED VOTING POWER
212,096
9 SOLE DISPOSITIVE POWER
1,000
10 SHARED DISPOSITIVE POWER
212,096
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,096
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 460181 10 0 Page of Pages
1 NAME OF REPORTING PERSON
Donald H. Buck
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,000
8 SHARED VOTING POWER
212,096
9 SOLE DISPOSITIVE POWER
1,000
10 SHARED DISPOSITIVE POWER
212,096
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,096
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, $0.01 par
value per share ("Shares"), of International Post Limited (the
"Issuer" or "IPL"), a Delaware corporation. The address of the
principal executive offices of the Issuer is 545 Fifth Avenue, New
York, New York 10017.
Item 2. Identity and Background
This Schedule 13D is being filed jointly on behalf of
Video Services Corporation, a New Jersey corporation ("Video");
Louis H. Siracusano, a citizen of the United States of America
("LS"); Arnold P. Ferolito, a citizen of the United States of
America ("AF"); and Donald H. Buck, a citizen of the United States
of America ("DB") (collectively, the "Reporting Persons").
The principal business address and the address of the
principal office of each of the Reporting Persons is 240 Pegasus
Avenue, Northvale, New Jersey 07647.
Video acts as a holding company for various subsidiaries.
Video and its subsidiaries are primarily engaged in various aspects
of the television production and post-production industry, and the
satellite communications business. Video is a privately-held
corporation owned by LS, AF and DB.
The name, citizenship, present principal occupation or
employment and business address of each executive officer and
director of Video is set forth on Schedule A attached hereto.
LS is the Chairman of the Board, President and Chief
Executive Officer of Video.
AF is a Director and Executive Vice President of Video.
DB is a Director and Senior Vice President of Video.
Neither Video, LS, AF, DB nor any executive officer or
director of Video has, during the past five (5) years, (a) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The Reporting Persons entered into a Merger Agreement (as
defined and more fully described in Item 6) relating to the merger
of IPL and Video (the "Merger") and a Voting Agreement (as defined
and more fully described in Item 6) which contains the agreement of
the parties thereto to vote all of his/its IPL Shares for the
approval of the Merger Agreement.
Concurrent with the Merger, LS, AF and DB plan to enter
into a Stock Resale Agreement (as defined and more fully described
in item 6), a Registration Rights Agreement (as defined and more
fully described in Item 6) and a Tag-Along Rights Agreement (as
defined and more fully described in Item 6).
The Reporting Persons have entered into certain stock
option agreements relating to the IPL Shares (as described more
fully in Item 6) (collectively, the "Option Agreements").
The Merger Agreement, the Voting Agreement, the
Registration Rights Agreement, the Stock Resale Agreement, the Tag-Along Rights
Agreement and the Option Agreements referred to in this Item 4 and in Item
6 of this Schedule 13D are incorporated herein by reference and the
descriptions of such agreements are qualified in their entirety by the
agreements themselves which are listed in Item 7 as Exhibits 1, 2, 3, 4, 5
and 6(a)-(h), respectively.
Item 5. Interest in Securities of the Issuer
(a) - (b) On the date hereof, the Reporting Persons may
be deemed to beneficially own, in the aggregate, 215,596 IPL
Shares, representing approximately 3.5% of the IPL Shares
outstanding (based on 6,226,958 IPL Shares outstanding as of June
13, 1997, as reported by the Issuer in its Form 10-Q filed with the
Securities and Exchange Commission on June 13, 1997).
Video has sole voting power and sole dispositive power
with regard to 212,096 IPL Shares. LS has sole voting power and
sole dispositive power of 3,500 IPL Shares. Because LS is a holder
of approximately 46% of the outstanding shares of Video common
stock, no par value ("Video Common Stock"), he may be deemed to
have shared voting power and shared dispositive power with regard
to 212,096 IPL Shares. AF has sole voting power and sole
dispositive power with regard to 1,000 IPL Shares. Because AF is
a holder of approximately 46% of Video Common Stock, he may be
deemed to have shared voting power and shared dispositive power
with regard to 212,096 IPL Shares. DB has sole voting and
dispositive power with regard to 1,000 IPL Shares. By virtue of
his relationship to the other Reporting Persons and because DB is
a holder of approximately 8% of Video Common Stock, he may be
deemed to have shared voting power and shared dispositive power
with regard to 212,096 IPL Shares.
Julius Barnathan ("JB") may be deemed to own 7,000 IPL
Shares, representing approximately .1% of the IPL Shares
outstanding as of June 13, 1997. This number excludes options to
purchase 5,000 IPL Shares at an exercise price of $1.00 per share
granted by Video to JB, which options will be canceled upon
consummation of the Merger and replaced with options to purchase
the same number of IPL Shares on the same terms and conditions from
LS, AF and DB. The options are not exercisable within sixty (60)
days of the date hereof. JB has sole voting and dispositive power
with respect to the 7,000 IPL Shares.
Barry Ridings may be deemed to own 2,500 IPL Shares which
are held in a joint brokerage account with his spouse.
None of the other executive officers or directors of
Video beneficially own IPL Shares.
The Reporting Persons may be deemed to be a "group" among
one another within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act"). By virtue
of the Merger Agreement (as defined in Item 6), the Voting
Agreement (as defined in Item 6) and/or the Elkes/Gorman Stock
Option Agreement (as defined in Item 6), the Reporting Persons may
be deemed to be a "group" with any one or more of the following
persons: IPL, Terrence A. Elkes ("TE"), The Equitable Life
Assurance Society of the United States ("ELAS"), Equitable Deal
Flow Fund, L.P. ("EDFF"). The Reporting Persons expressly
disaffirm the existence of any such "group" and neither the filing
of this Schedule 13D nor any of its contents shall be deemed an
admission that the Reporting Persons, either individually or
collectively, are part of any "group" with any person or that any
Reporting Person is the beneficial owner of any of the IPL Shares
held by any other person or his/its affiliates.
(c) There have been no transactions in the IPL Shares
effected by the Reporting Persons in the past sixty (60) days.
(d) No other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of the IPL Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The Reporting Persons entered into an Agreement and Plan
of Merger dated as of June 27, 1997 (the "Merger Agreement") with
IPL. Pursuant to the Merger Agreement, among other things: (1)
upon consummation of the Merger, (a) Video will merge with and into
IPL, with IPL being the surviving corporation, (b) LS will become
the President and Chief Executive Officer of IPL, (c) DB,
Christopher Modrzynski (Senior Vice President and Chief Financial
Officer of Video) and Michael Fairbourne (Senior Vice President-Administration
of Video) will join IPL as Vice President, Vice President and Chief Financial
Officer and Vice President-Administration, respectively, and (d) IPL's
Certificate of Incorporation will be amended to increase the number of IPL
Shares from 15,000,000 to 25,000,000 and to change the name of IPL to
"Video Services Corporation"; (2) in the Merger, all of the
outstanding shares of Video Common Stock will be converted into the
right to receive an aggregate of 7,011,349 IPL Shares (plus an
additional 212,096 IPL Shares which will replace an equal number of
IPL Shares currently owned by Video which will be canceled upon the
Merger); (3) immediately after the Merger, (a) each of LS, AF and
DB will be the beneficial owners of approximately 25.33%, 25.31%
and 3.9%, respectively, of the total number of IPL Shares then
outstanding and (b) IPL's Board of Directors will consist of seven
(7) members, four (4) of whom will be designees of Video and three
(3) of whom will be designees of IPL.
The Reporting Persons entered into a voting agreement,
dated as of June 27, 1997 (the "Voting Agreement") with IPL, TE,
ELAS and EDFF. Pursuant to the Voting Agreement, each of LS, AF,
DB and the other signatories to the Voting Agreement agreed to vote
all of his/its IPL Shares for the approval of the Merger and the
other transactions contemplated in the Merger Agreement. The
Voting Agreement terminates on October 15, 1997, or upon the
earlier termination of the Merger Agreement in accordance with its
terms.
LS, AF, DB and IPL have agreed to enter into a
registration rights agreement (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement LS, AF
and DB will be entitled to certain demand, piggyback and other
registration rights. They will be entitled to demand on three (3)
occasions after the six month anniversary of the effective time of
the Merger that IPL file a registration statement under the Act
covering the sale of IPL Shares they receive pursuant to the Merger
(provided that their Form S-3 is not then still effective). In
addition, they will be entitled to include such IPL Shares in
certain registration statements filed by IPL and, in the event
their Form S-3 is not then still effective, IPL will be required to
file a shelf registration statement on Form S-3 under the Act
covering the sale of such IPL Shares.
LS, AF and DB have agreed to enter into a stock resale
agreement (the "Stock Resale Agreement") with IPL. Pursuant to the
Stock Resale Agreement, neither LS, AF nor DB will be permitted,
prior to the expiration of six (6) months after the consummation of
the Merger, to transfer any of those IPL Shares to be received
pursuant to the Merger except as in accordance with the provisions
of the Stock Resale Agreement.
The Reporting Persons have agreed to enter into a tag-along rights
agreement (the "Tag-Along Rights Agreement") with IPL, TE, ELAS, ADFF and
Kenneth F. Gorman ("KG"). The Tag-Along Rights Agreement provides that if
at any time during the two (2) year period following the date of the
Tag-Along Rights Agreement, DB, TE, KG, AF, ELAS or EDFF (the "Covered
Persons") enters into or proposes to enter into an agreement to sell any of
his/its shares of Covered Common Stock (as defined below), pursuant to an
underwritten public offering or a firm-commitment private
placement, such Covered Person (the "Selling Covered Person") must
offer to each of the other Covered Persons the right to sell, along
with the Selling Covered Person, a number of shares of Covered
Common Stock the Selling Covered Person proposes to sell which is
equal to the relative share of the total number of shares of
Covered Common Stock each Covered Person holds of the aggregate
shares of Covered Common Stock held by all Covered Persons, under
the same terms and conditions as the Selling Covered Person
proposes to sell its shares of Covered Common Stock. "Covered
Common Stock" means all IPL Shares that (i) are held by ELAS or
EDFF on the date of the Tag-Along Rights Agreement, (ii) may be
acquired through the exercise of options or warrants granted to TE
or KG by MTE Holdings, Inc., and (iii) are acquired pursuant to the
Merger. Subject to certain exceptions, should LS, during the two
(2) year period following the date of the Tag-Along Agreement,
enter into an agreement or propose to sell any of his IPL Shares,
then, LS must offer to each of ELAS, EDFF, KG and TE the right to
sell, along with LS, a number of shares relative to the total
number of shares of common stock LS is proposing to sell which is
equal to the relative share of the total number of shares of
Covered Common Stock each of LS, ELAS, EDFF, KG and TE holds of the
aggregate shares of Covered Common Stock held by LS, ELAS, EDFF, KG
and TE, under the same terms and conditions as LS proposes to sell
his IPL Shares. Following the disposition of any shares pursuant
to the Tag-Along Agreement, the provisions of such agreement shall
not apply to such shares.
LS, AF and DB entered into a stock option agreement dated
as of June 13, 1997 with Michael Fairbourne ("Fairbourne Stock
Option Agreement") granting him the right to purchase an aggregate
of 22,245 shares of Video Common Stock (the "Option"). Pursuant to
the Fairbourne Stock Option Agreement, in the event the Merger is
consummated, the Option shall automatically be deemed to be
converted into an option to purchase 60,000 IPL Shares. The
exercise price for the Video Common Stock will be $5.39 per share
and, in the event of the consummation of the Merger, the exercise
price for the IPL Shares will be $2.00 per share.
LS, AF and DB entered into a stock option agreement dated
as of June 13, 1997 with Frank Luperella ("Luperella Stock Option
Agreement") granting him the right to purchase an aggregate of
18,538 shares of Video Common Stock (the "Option"). Pursuant to
the Luperella Stock Option Agreement, in the event the Merger is
consummated, the Option shall automatically be deemed to be
converted into an option to purchase 50,000 IPL shares. The
exercise price for the Video Common Stock will be $5.39 per share
and, in the event of the consummation of the Merger, the exercise
price for the IPL Shares will be $2.00 per share.
LS, AF and DB entered into a stock option agreement dated
June 21, 1997 with Alan Schneider ("Schneider Stock Option
Agreement") granting him the right to purchase an aggregate of
14,830 shares of Video Common Stock (the "Option"). Pursuant to
the Schneider Stock Option Agreement, in the event the Merger is
consummated, the Option shall automatically be deemed to be
converted into an option to purchase 40,000 IPL Shares. The
exercise price for the Video Common Stock will be $5.39 per share
and, in the event of the consummation of the Merger, the exercise
price for the IPL Shares will be $2.00 per share.
LS, AF and DB entered into a stock option agreement dated
as of June 13, 1997 with Edward Shendell ("Shendell Stock Option
Agreement") granting him the right to purchase an aggregate of
9,269 shares of Video Common Stock (the "Option"). Pursuant to the
Shendell Stock Option Agreement, in the event the Merger is
consummated, the Option shall automatically be deemed to be
converted into an option to purchase 25,000 IPL Shares. The
exercise price for the Video Common Stock will be $5.39 per share
and, in the event of the consummation of the Merger, the exercise
price for the IPL Shares will be $2.00 per share.
LS, AF and DB entered into a stock option agreement dated
as of June 13, 1997 with Barry Ridings ("Ridings Stock Option
Agreement") granting him the right to purchase an aggregate of
11,123 shares of Video Common Stock (the "Option"). Pursuant to
the Ridings Stock Option Agreement, in the event the Merger is
consummated, the Option shall automatically be deemed to be
converted into an option to purchase 30,000 IPL Shares. The
exercise price for the Video Common Stock will be $5.39 per share
and, in the event of the consummation of the Merger, the exercise
price for the IPL Shares will be $2.00 per share.
The Reporting Persons entered into a stock option
agreement dated as of June 13, 1997 with the Adizes Institute, Inc.
(the "Institute") (the "Adizes Stock Option Agreement"). Pursuant
to the Adizes Stock Option Agreement, Video granted the Institute
the right to purchase from Video an aggregate of 70,000 IPL Shares
(the "Option"). In the event the Merger is consummated, the Option
shall automatically be deemed to be converted into an Option
granted by LS, AF and DB. The exercise price for the IPL Shares
will be as follows: (i) 30,000 shares at $.25 per share; (ii)
10,000 shares at $3.00 per share; (iii) 10,000 shares at $4.00 per
share; (iv) 10,000 shares at $5.00 per share; and (v) 10,000 shares
at $6.00 per share.
The Reporting Persons entered into a stock option
agreement dated as of June 13, 1997 ("Barnathan Stock Option
Agreement") with Julius Barnathan. Pursuant to the Barnathan Stock
Option Agreement, Video granted Mr. Barnathan the right to purchase
from Video an aggregate of 5,000 IPL Shares (the "IPL Option"). In
the event the Merger is consummated, the Option shall automatically
be deemed to be converted into an Option granted by LS, AF and DB.
Additionally, LS, AF and DB granted Mr. Barnathan the right to
purchase an aggregate of 11,123 Video Common Stock (the "Video
Option") which, upon consummation of the Merger, will be deemed to
be converted into an option to acquire 30,000 IPL Shares. The
exercise price for the IPL Shares subject to the IPL Option will be
$1.00 per share. The exercise price for the Video Common Stock
subject to the Video Option will be $5.39 per share and, in the
event of consummation of the Merger, the exercise price for the IPL
Shares subject to the Video Option will be $2.00 per share. This
agreement supersedes the stock option agreement between Video and
Julius Barnathan dated January 12, 1995, pursuant to which Mr.
Barnathan had the right to purchase from Video up to 5,000 IPL
Shares.
LS, AF and DB entered into a stock option agreement with
TE and KG (the "Elkes/Gorman Stock Option Agreement") regarding the
grant of an option to each of TE and KG to purchase from LS, AF and
DB an aggregate of 30,000 IPL Shares. The exercise price for the
IPL Shares subject to this agreement will be $11.00 per share
(collectively with all of the stock option agreements listed above,
the "Option Agreements").
The Merger Agreement, the Voting Agreement, the
Registration Rights Agreement, the Stock Resale Agreement, the Tag-Along Rights
Agreement and the Option Agreements in this Item 6 of this Schedule 13D are
incorporated herein by reference and the above descriptions of these
agreements are qualified in their entirety by the agreements themselves
which are listed in Item 7 as Exhibits 1, 2, 3, 4, 5 and 6(a)-(h),
respectively.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Agreement and Plan of Merger dated as of June
27, 1997 by and among Video Services Corporation, Louis H.
Siracusano, Arnold P. Ferolito, Donald H. Buck and International
Post Limited, incorporated by reference to the current report on
Form 8-K of International Post Limited filed with the Securities
and Exchange Commission on July 8, 1997, Exhibit 10.57.
Exhibit 2. Voting Agreement dated as of June 27, 1997, by
and among Video Services Corporation, International Post Limited
and other signatories thereto, incorporated by reference to the
Schedule 13D of The Equitable Companies Incorporated filed with the
Securities and Exchange Commission on July 8, 1997, Exhibit 1.
Exhibit 3. Registration Rights Agreement, incorporated by
reference to the Schedule 13D of The Equitable Companies
Incorporated filed with the Securities and Exchange Commission on
July 8, 1997, Exhibit 4.
Exhibit 4. Stock Resale Agreement.
Exhibit 5. Tag-Along Rights Agreement, incorporated by
reference to the Schedule 13D of The Equitable Companies
Incorporated filed with the Securities and Exchange Commission on
July 8, 1997, Exhibit 2.
Exhibit 6(a). Fairbourne Stock Option Agreement.
Exhibit 6(b). Luperella Stock Option Agreement.
Exhibit 6(c). Schneider Stock Option Agreement.
Exhibit 6(d). Shendell Stock Option Agreement.
Exhibit 6(e). Ridings Stock Option Agreement.
Exhibit 6(f). Adizes Stock Option Agreement.
Exhibit 6(g). Barnathan Stock Option Agreement.
Exhibit 6(h). Elkes/Gorman Stock Option Agreement.
Exhibit 7. Joint Filing Agreement, dated the date hereof
by and among Video Services Corporation, Louis H. Siracusano,
Arnold P. Ferolito and Donald H. Buck.
<PAGE>
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.
Dated: July 15, 1997
Video Services Corporation
By: /s/ Louis H. Siracusano
Louis H. Siracusano
Its: President
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
<PAGE>
Schedule A
Executive Officers and Directors of Video
Name, Business Address and Principal Occupation of each
Executive Officer and Director of Video.
The following sets forth the name and principal
occupation of each executive officer and director of Video. Each
such person is a citizen of the United States of America. Except
as otherwise indicated, the principal business address of each
director and executive officer is c/o Video Services Corporation,
240 Pegasus Avenue, Northvale, New Jersey 07647.
Name Position
Louis H. Siracusano Chairman of Board, President,
and Chief Executive Officer
Michael Fairbourne Director and Senior Vice-
President Administration
Edward Shendell Secretary and General Counsel
Chris Modrzynski Senior Vice President
Arnold P. Ferolito Director and Executive Vice
President
Donald H. Buck Director and Senior Vice
President
Julius Barnathan Director
Barry W. Ridings Director
Exhibit 4
STOCK RESALE AGREEMENT
THIS STOCK RESALE AGREEMENT (the "Agreement"), dated as of
_____________, 1997, is by and among International Post Limited,
a Delaware corporation ("IPL"), Louis H. Siracusano
("Siracusano"), Donald H. Buck ("Buck") and Arnold P. Ferolito
("Ferolito") (each, a "Stockholder" and collectively, the
"Stockholders"). Any reference herein to any Stockholder shall
be deemed to also include a reference to the heirs, estate and
personal representatives of such Stockholder. Unless otherwise
indicated herein: (i) each capitalized term used herein shall
have the meaning attributed to it in the glossary set forth in
Section 23 hereof; and (ii) each capitalized term used herein but
not defined herein shall have the meaning attributed to it in the
Merger Agreement.
W I T N E S S E T H:
WHEREAS IPL, the Stockholders, and Video Services
Corporation, a New Jersey corporation ("Video"), are parties to
an Agreement and Plan of Merger, dated as of __________, 1997
(the "Merger Agreement"), pursuant to which, inter alia, Video
shall be merged (the "Merger") with and into IPL and shares of
Video Common Stock, shall be converted into the right to receive
a number of shares of IPL Common Stock; and
WHEREAS, IPL and each of the Stockholders desire to make
certain representations, covenants and agreements in connection
with the shares of IPL Common Stock to be received by the
Stockholders pursuant to the Merger (the "Shares").
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. General Restriction on Transfers of Common Stock. No
Stockholder shall, prior to the expiration of six (6) months
after the Effective Time, Transfer any Shares except in
accordance with the terms and provisions of this Agreement. The
provisions set forth in Sections 2 through 8 hereof: (i)
represent independent rights of the Stockholders to engage in a
Transfer of Shares and the fact that any such Transfer cannot be
completed pursuant to one such provision shall not be deemed to
limit or restrict any Transfer so long as the same may be
completed in compliance with the terms of another provision of
this Agreement; and (ii) represent exceptions to the general six
(6) month restriction and shall have no further application after
the expiration of such six (6) month period. Any purported
Transfer in violation of this Agreement shall be null and void
and of no force and effect and the purported transferees shall
have no rights or privileges in or with respect to the Shares
purported to have been so transferred. IPL shall refuse to
recognize any such Transfer and shall not reflect on its records
any change in record ownership of such Shares purported to have
been so transferred.
<PAGE>
The terms and provisions of this Agreement shall be applicable to
all of the Shares now or hereafter owned by any Stockholder and
by any Permitted Transferee.
2. Losses Escrow Agreement. The Stockholders shall
deposit the Deposited Shares in accordance with the Losses Escrow
Agreement and may, from time to time, engage in substitution of
and for, Shares, in accordance with the terms thereof.
3. Management Options. The Stockholders may grant to any
or all of the employees of or consultants to, Video or IPL or
their respective subsidiaries immediately prior to the Merger,
options (the "Management Options") to purchase up to 721,529
Shares (including the grants contemplated in Section 4 below).
and may sell the Shares underlying the Management Options to the
holders of the Management Options upon the exercise thereof;
provided, however, that any such grant shall be and may be, made
in accordance with Section 7.7 of the Merger Agreement or
pursuant to Section 4 below.
4. New Options. The Stockholders shall grant New Options
to Mr. Terrence A. Elkes and Mr. Kenneth F. Gorman and may sell
the Shares underlying the New Options to such individuals upon
their exercise of the New Options.
5. Permitted Transfers. Each of the Stockholders may
Transfer any or all of its Shares to any Permitted Transferee,
provided that such Permitted Transferee agrees in writing to be
bound by the provisions set forth in this Agreement.
6. Tax Sales by Siracusano. Siracusano may sell Shares as
required in order to discharge (after taking into account
applicable transaction costs) up to $300,000 of any obligation
for Taxes resulting from the Merger or any transaction
contemplated pursuant to the Merger Agreement including, without
limitation, the Spin-Off Transaction, the Contribution Agreement,
and related transactions (and any additional sales as may be
required to discharge any tax liability arising from such sales
and additional sales) as follows: (A) in a public or private
sale; (B) pursuant to Rule 144 of the Securities Act of 1933, as
amended; (C) pursuant to the Registration Statement; or (D)
pursuant to the Registration Rights Agreement in accordance with
the terms thereof.
7. Permitted Sale. The Stockholders may sell Shares to
the extent that such sale does not reduce the collective
ownership of Shares by the Stockholders and their Permitted
Transferees below 50.1% of the outstanding number of shares of
IPL Common Stock at the time of such sale.
8. Other Sales. Each of the Stockholders may sell any or
all of his Shares in a transaction provided that each such sale
is in compliance with the provisions of the Tag-Along Rights
Agreement.
9. Restrictive Stock Legend. IPL will cause each
certificate of any Stockholder evidencing the Shares outstanding
during the period the restriction set forth in Section 1 is in
effect to bear a legend in the following form:
<PAGE>
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF
AN AGREEMENT DATED _______________, AS IT MAY BE
AMENDED, AMONG INTERNATIONAL POST LIMITED, LOUIS H.
SIRACUSANO, DONALD H. BUCK AND ARNOLD P. FEROLITO, A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF _______________________________.
Upon the expiration of the period during which the provisions of
Section 1 are in effect or in the event that the Shares otherwise
cease to be subject to the restrictions on transfer set forth in
this Agreement, IPL shall, upon the written request of the
Stockholder, issue to the Stockholder a new certificate
evidencing such shares without the legend required by this
Section 9. Shares transferred in accordance with Sections 3, 4,
6, 7 and 8 hereof shall be issued without such legend.
10. Arbitration. Disputes that arise under this Agreement
will be resolved as follows:
(i) except as set forth in the penultimate
paragraph of this Section 10, no party shall bring a civil action
arising under or with respect to this Agreement;
(ii) at any time any party may demand arbitration
of any dispute, arising under or with respect to this Agreement
by delivering written notice thereof to: (x) the parties hereto;
and (y) an office of JAMS/Endispute located in New York City (or,
if none, then the office of JAMS/Endispute located closest to New
York City); and
(iii) any such arbitration shall be conducted
in New York City according to JAMS/Endispute's Arbitration Rules
then in effect applicable to disputes of the types submitted to
arbitration and the results of such arbitration shall be final
and binding on the parties.
In the event that JAMS/Endispute is not available to provide such
arbitration services with respect to any such dispute, then that
dispute shall be resolved by final, binding arbitration in New
York City by three arbitrators pursuant to the rules then
prevailing of the American Arbitration Association applicable to
disputes of the type submitted to arbitration. Judgement on the
award rendered by any of the above referenced arbitrators may be
confirmed and entered in and by any court having jurisdiction.
Notwithstanding the foregoing, each party specifically
reserves the right to seek equitable remedies in a court of
competent jurisdiction.
11. Representations and Warranties of the Stockholders.
Each Stockholder represents and warrants to IPL as follows: This
Agreement has been duly executed and delivered by the Stockholder
and constitutes the valid and binding agreement of the
Stockholder, enforceable against the Stockholder in accordance
with its terms.
<PAGE>
12. Notices, etc. All notices, requests, demands, waivers,
consents, approvals or other communications to any party
hereunder shall be in writing and shall be deemed to have been
duly given if: (i) delivered personally to such party; or (ii)
sent to such party by telegram or telecopy, with a copy sent on
the same day via overnight delivery to the following addresses:
If to IPL, to:
International Post Limited
545 Fifth Avenue
New York, New York 10017
Attention: Martin Irwin
Fax#: (212) 986-1364
If to Siracusano, to:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
If to Buck, to:
Donald H. Buck
2 Deerburn Court
Florham Park, NJ 07932
If to Ferolito, to:
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647-1904
All notices to IPL shall also be sent to:
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022-9998
Attention: Jeffry Hoffman
Fax #: (212) 758-9526
<PAGE>
All notices to the Stockholders shall also be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith Schaitkin
Fax #: (212) 626-0799
or to such other address as the addressee may have specified in
notice duly given to the sender as provided herein. Such notice,
request, demand, waiver, consent, approval or other
communications shall be deemed to have been given and received as
of the date so delivered, telegraphed or telecopied.
13. Amendments, Waivers, etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or
terminated except by an instrument in writing signed by each of
the parties hereto.
14. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of and be enforceable
by the parties and their respective successors and assigns,
including without limitation in the case of any corporate party
hereto any corporate successor by merger or otherwise.
15. Entire Agreement. This Agreement embodies the entire
agreement and understanding among the parties relating to the
subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter. There are no
representations, warranties or covenants by the parties hereto
relating to such subject matter other than those expressly set
forth in this Agreement. In the event of any conflict between
the terms and provisions of this Agreement and the terms and
provisions of the Merger Agreement, the terms and provisions of
the Merger Agreement shall prevail.
16. Severability. Each party agrees that, should any court
or other competent authority hold any provision of this Agreement
or part hereof to be null, void or unenforceable, or order any
party to take any action inconsistent herewith or not to take an
action consistent herewith or required hereby, the validity,
legality and enforceability of the remaining provisions and
obligations contained or set forth herein shall not in any way be
affected or impaired thereby.
17. Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect
hereof at law or in equity shall be cumulative and not
alternative, and the exercise or beginning of the exercise of any
thereof by any party shall not preclude the simultaneous or later
exercise of any right, power or remedy by such party.
18. No Waiver. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or
otherwise available in respect hereof at law or in equity, or to
insist
<PAGE>
upon compliance by any other party hereto with its obligations
hereunder, and any custom or practice of the parties at variance
with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or
remedy or to demand such compliance.
19. Third Party Beneficiaries. Except as expressly
provided herein, this Agreement is not intended to confer upon
any Person other than the parties hereto any rights or remedies
hereunder.
20. Governing Law. This Agreement shall be governed by,
and interpreted under, the laws of the State of New York
applicable to contracts made and to be performed therein without
regard to conflict of laws principles.
21. Name, Captions, Gender. The name assigned this
Agreement and the section captions used herein are for
convenience of reference only and shall not affect the
interpretation or construction hereof. Whenever the context may
require, any pronoun used herein shall include the corresponding
masculine, feminine or neuter forms.
22. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, but all of which together constitute an instrument.
Each counterpart may consist of a number of copies each signed by
less than all, but together signed by all, the parties hereto.
23. Glossary. The following terms as used in this
Agreement shall have the meanings indicated below:
"Deposited Shares" has the meaning set forth in the
Escrow Agreement.
"Permitted Transferee" with respect to a Transfer by
any individual Stockholder, means any immediate family member
(including without limitation, any spouse or former spouse, child
or trust for the benefit of such individuals) or Affiliate or
entity beneficially owned by one or more such Persons.
"Transfer" with respect to a share of IPL Common Stock,
means the sale, assignment, transfer, pledge, hypothecation, gift
or other disposition of such share, or the encumbrance or
granting of any rights, options or interests whatsoever in or in
respect of such share.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first above written.
INTERNATIONAL POST LIMITED
---------------------------
Name:
Title:
STOCKHOLDERS:
---------------------------
Louis H. Siracusano
---------------------------
Arnold P. Ferolito
---------------------------
Donald H. Buck
Exhibit 6(a)
(Michael Fairbourne)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
between Louis H. Siracusano, Arnold P. Ferolito and Donald H.
Buck (each, a "Stockholder and collectively, the "Stockholders")
and Michael Fairbourne (the "Optionee").
WHEREAS, Video Services Corporation ("Video") (an entity in
which the Stockholders are the sole stockholders) is currently
negotiating a Merger Agreement (the "Merger Agreement") with
International Post Limited ("IPL") pursuant to which such
corporations may be merged (the "Merger") and Video Services
Corporation shall be the name of the surviving corporation (the
"Corporation");
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, the Stockholders desire to grant an option to
Optionee to purchase shares of Video Stock, or in the event of
consummation of the Merger, IPL Stock, upon the terms and
conditions set forth herein, and Optionee desires to accept such
option;
NOW, THEREFORE, the Stockholders and Optionee agree as
follows:
Section 1. Grant of Option.
Section 1.1 Grant; Grant Date
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Video Stock set forth opposite his name in the table
below (the "Option") under the caption "Video Stock", comprising
an aggregate of 22,245 shares of Video Stock, upon the terms and
conditions set forth in this Agreement. In the event that the
Merger is consummated, then by virtue of the Merger, the Option
shall automatically be deemed to be converted into an option to
acquire the number of shares of IPL Stock into which the shares
of Video Stock were (by virtue of the Merger) converted, so as to
constitute an option to acquire, on the terms and conditions of
this Agreement, the number of shares of IPL Stock set forth in
the table below under the caption "IPL Stock". The grant date of
the Option shall be the date of this Agreement. Optionee hereby
accepts the Option, and agrees to be bound by all the terms and
provisions of this Agreement.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Video Stock of IPL Stock
---- ---------------- ----------------
<S> <C> <C>
Louis H. Siracusano 10,838 29,232
Arnold P. Ferolito 10,838 29,232
Donald H. Buck 569 1,536
</TABLE>
Section 1.2 Adjustments in Option
In the event that after the merger the outstanding Shares
subject to the Option are changed into or exchanged for a
different number or kind of shares or securities of the Company,
or of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Option and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 1.3 Option Terms
The Option granted under this Agreement shall be
subject to the following terms and conditions:
(a) Price. The exercise price for the Video Stock
subject to the Option shall be $5.39 per share and, in the event
of the consummation of the Merger (and by virtue of the
adjustments under Section 2.2 resulting therefrom), the exercise
price for the IPL Stock subject to the Option shall be $2.00 per
share.
(b) Term. The Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Option is fully vested and shall
become exercisable on the first day (the "Commencement Date")
following the expiration of 366 days from the date hereof.
(d) Exercise. The Option may be exercised in whole or
in part at any time after the Commencement Date and prior to its
expiration or termination, by providing written notice to each
Stockholder of the number of shares of Video Stock, or in the
event of the consummation of the Merger, IPL Stock, as to which
the Option is being exercised, and enclosing payment for the
shares of IPL Stock or Video Stock with respect to which the
Option is being exercised. Such payment shall be made in cash.
Partial exercise shall be for whole shares of IPL Stock or Video
Stock only. Notation of any partial exercise shall be made by
the Stockholders on Schedule I hereto. Any exercise shall be
allotted among the Stockholders in the following ratios:
<PAGE>
<TABLE>
<CAPTION>
Percentage of Exercise
Stockholder Applied to his Shares (the "Ratio")
----------- -----------------------------------
<S> <C>
Louis H. Siracusano 48.720%
Arnold P. Ferolito 48.720%
Donald H. Buck 2.560%
</TABLE>
(e) Rights as a Stockholder. The Optionee will
have no rights as a Stockholder or otherwise with respect to any
shares of Video Stock or IPL Stock, as the case may be, covered
by the Option until it has been exercised and any such shares are
acquired as a result thereof.
Section 1.4 Nontransferability
Prior to the expiration of one year from the date hereof,
the Option shall not be transferable other than by will or the
applicable laws of descent and distribution, and no transfer so
effected shall be effective to bind the Stockholders unless the
Stockholders have been furnished with written notice thereof and
such evidence as the Stockholders may deem necessary to establish
the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions of the Option.
Section 1.5 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Options, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain rights provided for in
this Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 1.6 Right of First Refusal
In the event of any of the following: (i) the Merger does
not occur within ten (10) months after the date hereof; (ii) the
Optionee gives written notice to all Stockholders that it desires
to exercise the Option in whole or in part; (iii) the Optionee
gives written notice to all Stockholders that it desires to enter
into an agreement pursuant to which some or all of the shares of
Video Stock or IPL Stock underlying the Option (or purchased by
the exercise thereof) would be sold to a third party; (iv) the
death of the Optionee; or (v) the Optionee's employment with
Video or the Corporation, as the case may be, is terminated (or
his estate), the Stockholders and their designees are hereby
granted (pro rata in accordance with the Ratios) the right to
purchase at Fair Market Value such shares or in the case of
clauses (i) and (ii) (at the election of each Stockholder) the
option to be exercised or the shares acquired as a result
thereof. The Optionee (or its estate) shall give the
<PAGE>
Stockholders ten (10) days prior written notice of any event
contemplated in clauses (ii) and (iii) above and the estate of
any deceased Optionee shall give the Stockholders ten (10) days
written notice following any event contemplated in clause (iv)
above. "Fair Market Value" as used herein shall mean (A) the
fair market value of a share of or option as determined by an
appraiser which shall be selected by two accounting firms one of
which shall have been chosen by the Stockholders and one by the
Optionee (or his estate) or (B) in the event the share underlying
the Option is traded on The Nasdaq Stock Market, the average of
the closing bid and asked prices of such share on the date of the
event contemplated in the first sentence of this Section 1.6.
Each Stockholder shall have a period equal to: (x) five business
days from the date he receives written notice from the appraiser
of the Fair Market Value, or (y) if Fair Market Value is to be
determined pursuant to clause (ii) above, ten (10) days following
the occurrence of any event specified in clauses (i) through (v)
above to exercise his right to purchase such shares or option
from the Optionee under this Section 1.6. Such Stockholder shall
provide written notice to the Optionee of its intent to purchase
and the number of shares of Video Stock or options which it
intends to purchase. Thereafter, the Stockholder shall pay for
the shares of Video Stock or options within ten calendar days
from the date he gives notice to the Optionee of his intent to
purchase pursuant to this Section 1.6 and the Optionee shall
transfer the same to such Stockholder, free and clear of all
liens, claims and encumbrances.
Section 2. Miscellaneous.
Section 2.2 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 2.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 2.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the successors, assigns and heirs of the respective
parties.
Section 2.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or
<PAGE>
certified mail, return receipt requested, to those listed below
at their following respective addresses or at such other address
as each may specify by notice to the others:
To Optionee:
Michael Fairbourne
12 Robert Court
Glen Rock, New Jersey 07452
To the Stockholders:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
(201) 573-8660
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
Donald H. Buck
2 Deerburn Court
Florham Park, New Jersey 07932
All notices to the Stockholders shall also be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith L. Schaitkin, Esq.
Fax Number: (212) 626-0799
Section 2.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 2.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donld H. Buck
Optionee:/s/ Michael Fairbourne
Michael Fairbourne
<PAGE>
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
Exhibit 6(b)
(Luperella)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
between Louis H. Siracusano, Arnold P. Ferolito and Donald H.
Buck (each, a "Stockholder and collectively, the "Stockholders")
and Francis Luperella (the "Optionee").
WHEREAS, Video Services Corporation ("Video") (an entity in
which the Stockholders are the sole stockholders) is currently
negotiating a Merger Agreement (the "Merger Agreement") with
International Post Limited ("IPL") pursuant to which such
corporations may be merged (the "Merger") and Video Services
Corporation shall be the name of the surviving corporation (the
"Corporation");
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, the Stockholders desire to grant an option to
Optionee to purchase shares of Video Stock, or in the event of
consummation of the Merger, IPL Stock, upon the terms and
conditions set forth herein, and Optionee desires to accept such
option;
NOW, THEREFORE, the Stockholders and Optionee agree as
follows:
Section 1. Grant of Option.
Section 1.1 Grant; Grant Date
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Video Stock set forth opposite his name in the table
below (the "Option") under the caption "Video Stock", comprising
an aggregate of 18,538 shares of Video Stock, upon the terms and
conditions set forth in this Agreement. In the event that the
Merger is consummated, then by virtue of the Merger, the Option
shall automatically be deemed to be converted into an option to
acquire the number of shares of IPL Stock into which the shares
of Video Stock were (by virtue of the Merger) converted, so as to
constitute an option to acquire, on the terms and conditions of
this Agreement, the number of shares of IPL Stock set forth in
the table below under the caption "IPL Stock". The grant date of
the Option shall be the date of this Agreement. Optionee hereby
accepts the Option, and agrees to be bound by all the terms and
provisions of this Agreement.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Video Stock of IPL Stock
---- ---------------- ----------------
<S> <C> <C>
Louis H. Siracusano 9,032 24,360
Arnold P. Ferolito 9,032 24,360
Donald H. Buck 474 1,280
</TABLE>
Section 1.2 Adjustments in Option
In the event that after the merger the outstanding Shares
subject to the Option are changed into or exchanged for a
different number or kind of shares or securities of the Company,
or of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Option and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 1.3 Option Terms
The Option granted under this Agreement shall be
subject to the following terms and conditions:
(a) Price. The exercise price for the Video Stock
subject to the Option shall be $5.39 per share and, in the event
of the consummation of the Merger (and by virtue of the
adjustments under Section 2.2 resulting therefrom), the exercise
price for the IPL Stock subject to the Option shall be $2.00 per
share.
(b) Term. The Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Option is fully vested and shall
become exercisable on the first day (the "Commencement Date")
following the expiration of 366 days from the date hereof.
(d) Exercise. The Option may be exercised in whole or
in part at any time after the Commencement Date and prior to its
expiration or termination, by providing written notice to each
Stockholder of the number of shares of Video Stock, or in the
event of the consummation of the Merger, IPL Stock, as to which
the Option is being exercised, and enclosing payment for the
shares of IPL Stock or Video Stock with respect to which the
Option is being exercised. Such payment shall be made in cash.
Partial exercise shall be for whole shares of IPL Stock or Video
Stock only. Notation of any partial exercise shall be made by
the Stockholders on Schedule I hereto. Any exercise shall be
allotted among the Stockholders in the following ratios:
<PAGE>
<TABLE>
<CAPTION>
Percentage of Exercise
Stockholder Applied to his Shares (the "Ratio")
----------- -----------------------------------
<S> <C>
Louis H. Siracusano 48.720%
Arnold P. Ferolito 48.720%
Donald H. Buck 2.560%
</TABLE>
(e) Rights as a Stockholder. The Optionee will
have no rights as a Stockholder or otherwise with respect to any
shares of Video Stock or IPL Stock, as the case may be, covered
by the Option until it has been exercised and any such shares are
acquired as a result thereof.
Section 1.4 Nontransferability
Prior to the expiration of one year from the date hereof,
the Option shall not be transferable other than by will or the
applicable laws of descent and distribution, and no transfer so
effected shall be effective to bind the Stockholders unless the
Stockholders have been furnished with written notice thereof and
such evidence as the Stockholders may deem necessary to establish
the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions of the Option.
Section 1.5 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Options, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain rights provided for in
this Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 1.6 Right of First Refusal
In the event of any of the following: (i) the Merger does
not occur within ten (10) months after the date hereof; (ii) the
Optionee gives written notice to all Stockholders that it desires
to exercise the Option in whole or in part; (iii) the Optionee
gives written notice to all Stockholders that it desires to enter
into an agreement pursuant to which some or all of the shares of
Video Stock or IPL Stock underlying the Option (or purchased by
the exercise thereof) would be sold to a third party; (iv) the
death of the Optionee; or (v) the Optionee's employment with
Video or the Corporation, as the case may be, is terminated (or
his estate), the Stockholders and their designees are hereby
granted (pro rata in accordance with the Ratios) the right to
purchase at Fair Market Value such shares or in the case of
clauses (i) and (ii) (at the election of each Stockholder) the
option to be exercised or the shares acquired as a result
thereof. The Optionee (or its estate) shall give the
<PAGE>
Stockholders ten (10) days prior written notice of any event
contemplated in clauses (ii) and (iii) above and the estate of
any deceased Optionee shall give the Stockholders ten (10) days
written notice following any event contemplated in clause (iv)
above. "Fair Market Value" as used herein shall mean (A) the
fair market value of a share of or option as determined by an
appraiser which shall be selected by two accounting firms one of
which shall have been chosen by the Stockholders and one by the
Optionee (or his estate) or (B) in the event the share underlying
the Option is traded on The Nasdaq Stock Market, the average of
the closing bid and asked prices of such share on the date of the
event contemplated in the first sentence of this Section 1.6.
Each Stockholder shall have a period equal to: (x) five business
days from the date he receives written notice from the appraiser
of the Fair Market Value, or (y) if Fair Market Value is to be
determined pursuant to clause (ii) above, ten (10) days following
the occurrence of any event specified in clauses (i) through (v)
above to exercise his right to purchase such shares or option
from the Optionee under this Section 1.6. Such Stockholder shall
provide written notice to the Optionee of its intent to purchase
and the number of shares of Video Stock or options which it
intends to purchase. Thereafter, the Stockholder shall pay for
the shares of Video Stock or options within ten calendar days
from the date he gives notice to the Optionee of his intent to
purchase pursuant to this Section 1.6 and the Optionee shall
transfer the same to such Stockholder, free and clear of all
liens, claims and encumbrances.
Section 2. Miscellaneous.
Section 2.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 2.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 2.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the successors, assigns and heirs of the respective
parties.
Section 2.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered
<PAGE>
or certified mail, return receipt requested, to those listed
below at their following respective addresses or at such other
address as each may specify by notice to the others:
To Optionee:
Francis Luperella
60 Point Lookout
Milford, CT 06460
To the Stockholders:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
(201) 573-8660
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
Donald H. Buck
2 Deerburn Court
Florham Park, New Jersey 07932
All notices to the Stockholders shall also be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith L. Schaitkin, Esq.
Fax Number: (212) 626-0799
Section 2.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 2.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
Optionee:/s/ Francis Luperella
Francis Luperella
<PAGE>
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
Exhibit 6(c)
(Alan Schneider)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 21, 1997 is made by and
between Louis H. Siracusano, Arnold P. Ferolito and Donald H.
Buck (each, a "Stockholder and collectively, the "Stockholders")
and Alan Schneider (the "Optionee").
WHEREAS, Video Services Corporation ("Video") (an entity in
which the Stockholders are the sole stockholders) is currently
negotiating a Merger Agreement (the "Merger Agreement") with
International Post Limited ("IPL") pursuant to which such
corporations may be merged (the "Merger") and Video Services
Corporation shall be the name of the surviving corporation (the
"Corporation");
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, the Stockholders desire to grant an option to
Optionee to purchase shares of Video Stock, or in the event of
consummation of the Merger, IPL Stock, upon the terms and
conditions set forth herein, and Optionee desires to accept such
option;
NOW, THEREFORE, the Stockholders and Optionee agree as
follows:
Section 1. Grant of Option.
Section 1.1 Grant; Grant Date
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Video Stock set forth opposite his name in the table
below (the "Option") under the caption "Video Stock", comprising
an aggregate of 14,830 shares of Video Stock, upon the terms and
conditions set forth in this Agreement. In the event that the
Merger is consummated, then by virtue of the Merger, the Option
shall automatically be deemed to be converted into an option to
acquire the number of shares of IPL Stock into which the shares
of Video Stock were (by virtue of the Merger) converted, so as to
constitute an option to acquire, on the terms and conditions of
this Agreement, the number of shares of IPL Stock set forth in
the table below under the caption "IPL Stock". The grant date of
the Option shall be the date of this Agreement. Optionee hereby
accepts the Option, and agrees to be bound by all the terms and
provisions of this Agreement.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Video Stock of IPL Stock
---- ---------------- ----------------
<S> <C> <C>
Louis H. Siracusano 7,225 19,488
Arnold P. Ferolito 7,225 19,488
Donald H. Buck 380 1,024
</TABLE>
Section 1.2 Adjustments in Option
In the event that after the merger the outstanding Shares
subject to the Option are changed into or exchanged for a
different number or kind of shares or securities of the Company,
or of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Option and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 1.3 Option Terms
The Option granted under this Agreement shall be
subject to the following terms and conditions:
(a) Price. The exercise price for the Video Stock
subject to the Option shall be $5.39 per share and, in the event
of the consummation of the Merger (and by virtue of the
adjustments under Section 2.2 resulting therefrom), the exercise
price for the IPL Stock subject to the Option shall be $2.00 per
share.
(b) Term. The Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Option is fully vested and shall
become exercisable on the first day (the "Commencement Date")
following the expiration of 366 days from the date hereof.
(d) Exercise. The Option may be exercised in whole or
in part at any time after the Commencement Date and prior to its
expiration or termination, by providing written notice to each
Stockholder of the number of shares of Video Stock, or in the
event of the consummation of the Merger, IPL Stock, as to which
the Option is being exercised, and enclosing payment for the
shares of IPL Stock or Video Stock with respect to which the
Option is being exercised. Such payment shall be made in cash.
Partial exercise shall be for whole shares of IPL Stock or Video
Stock only. Notation of any partial exercise shall be made by
the Stockholders on Schedule I hereto. Any exercise shall be
allotted among the Stockholders in the following ratios:
<PAGE>
<TABLE>
<CAPTION>
Percentage of Exercise
Stockholder Applied to his Shares (the "Ratio")
----------- -----------------------------------
<S> <C>
Louis H. Siracusano 48.720%
Arnold P. Ferolito 48.720%
Donald H. Buck 2.560%
</TABLE>
(e) Rights as a Stockholder. The Optionee will
have no rights as a Stockholder or otherwise with respect to any
shares of Video Stock or IPL Stock, as the case may be, covered
by the Option until it has been exercised and any such shares are
acquired as a result thereof.
Section 1.4 Nontransferability
Prior to the expiration of one year from the date hereof,
the Option shall not be transferable other than by will or the
applicable laws of descent and distribution, and no transfer so
effected shall be effective to bind the Stockholders unless the
Stockholders have been furnished with written notice thereof and
such evidence as the Stockholders may deem necessary to establish
the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions of the Option.
Section 1.5 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Options, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain rights provided for in
this Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 1.6 Right of First Refusal
In the event of any of the following: (i) the Merger does
not occur within ten (10) months after the date hereof; (ii) the
Optionee gives written notice to all Stockholders that it desires
to exercise the Option in whole or in part; (iii) the Optionee
gives written notice to all Stockholders that it desires to enter
into an agreement pursuant to which some or all of the shares of
Video Stock or IPL Stock underlying the Option (or purchased by
the exercise thereof) would be sold to a third party; (iv) the
death of the Optionee; or (v) the Optionee's employment with
Video or the Corporation, as the case may be, is terminated (or
his estate), the Stockholders and their designees are hereby
granted (pro rata in accordance with the Ratios) the right to
purchase at Fair Market Value such shares or in the case of
clauses (i) and (ii) (at the election of each Stockholder) the
option to be exercised or the shares acquired as a result
thereof. The Optionee (or its estate) shall give the
<PAGE>
Stockholders ten (10) days prior written notice of any event
contemplated in clauses (ii) and (iii) above and the estate of
any deceased Optionee shall give the Stockholders ten (10) days
written notice following any event contemplated in clause (iv)
above. "Fair Market Value" as used herein shall mean (A) the
fair market value of a share of or option as determined by an
appraiser which shall be selected by two accounting firms one of
which shall have been chosen by the Stockholders and one by the
Optionee (or his estate) or (B) in the event the share underlying
the Option is traded on The Nasdaq Stock Market, the average of
the closing bid and asked prices of such share on the date of the
event contemplated in the first sentence of this Section 1.6.
Each Stockholder shall have a period equal to: (x) five business
days from the date he receives written notice from the appraiser
of the Fair Market Value, or (y) if Fair Market Value is to be
determined pursuant to clause (ii) above, ten (10) days following
the occurrence of any event specified in clauses (i) through (v)
above to exercise his right to purchase such shares or option
from the Optionee under this Section 1.6. Such Stockholder shall
provide written notice to the Optionee of its intent to purchase
and the number of shares of Video Stock or options which it
intends to purchase. Thereafter, the Stockholder shall pay for
the shares of Video Stock or options within ten calendar days
from the date he gives notice to the Optionee of his intent to
purchase pursuant to this Section 1.6 and the Optionee shall
transfer the same to such Stockholder, free and clear of all
liens, claims and encumbrances.
Section 2. Miscellaneous.
Section 2.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 2.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 2.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the successors, assigns and heirs of the respective
parties.
Section 2.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or
<PAGE>
certified mail, return receipt requested, to those listed below
at their following respective addresses or at such other address
as each may specify by notice to the others:
To Optionee:
Alan Schneider
62 Elmwood Drive
New City, New York 10956
To the Stockholders:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
(201) 573-8660
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
Donald H. Buck
2 Deerburn Court
Florham Park, New Jersey 07932
All notices to the Stockholders shall also be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith L. Schaitkin, Esq.
Fax Number: (212) 626-0799
Section 2.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 2.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
Optionee:/s/ Alan Schneider
Alan Schneider
<PAGE>
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
Exhibit 6(d)
(Edward Shendell)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
between Louis H. Siracusano, Arnold P. Ferolito and Donald H.
Buck (each, a "Stockholder and collectively, the "Stockholders")
and Edward Shendell (the "Optionee").
WHEREAS, Video Services Corporation ("Video") (an entity in
which the Stockholders are the sole stockholders) is currently
negotiating a Merger Agreement (the "Merger Agreement") with
International Post Limited ("IPL") pursuant to which such
corporations may be merged (the "Merger") and Video Services
Corporation shall be the name of the surviving corporation (the
"Corporation");
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, the Stockholders desire to grant an option to
Optionee to purchase shares of Video Stock, or in the event of
consummation of the Merger, IPL Stock, upon the terms and
conditions set forth herein, and Optionee desires to accept such
option;
NOW, THEREFORE, the Stockholders and Optionee agree as
follows:
Section 1. Grant of Option.
Section 1.1 Grant; Grant Date
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Video Stock set forth opposite his name in the table
below (the "Option") under the caption "Video Stock", comprising
an aggregate of 9,269 shares of Video Stock, upon the terms and
conditions set forth in this Agreement. In the event that the
Merger is consummated, then by virtue of the Merger, the Option
shall automatically be deemed to be converted into an option to
acquire the number of shares of IPL Stock into which the shares
of Video Stock were (by virtue of the Merger) converted, so as to
constitute an option to acquire, on the terms and conditions of
this Agreement, the number of shares of IPL Stock set forth in
the table below under the caption "IPL Stock". The grant date of
the Option shall be the date of this Agreement. Optionee hereby
accepts the Option, and agrees to be bound by all the terms and
provisions of this Agreement.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Video Stock of IPL Stock
---- ---------------- ----------------
<S> <C> <C>
Louis H. Siracusano 4,516 12,180
Arnold P. Ferolito 4,516 12,180
Donald H. Buck 237 640
</TABLE>
Section 1.2 Adjustments in Option
In the event that after the merger the outstanding Shares
subject to the Option are changed into or exchanged for a
different number or kind of shares or securities of the Company,
or of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Option and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 1.3 Option Terms
The Option granted under this Agreement shall be
subject to the following terms and conditions:
(a) Price. The exercise price for the Video Stock
subject to the Option shall be $5.39 per share and, in the event
of the consummation of the Merger (and by virtue of the
adjustments under Section 2.2 resulting therefrom), the exercise
price for the IPL Stock subject to the Option shall be $2.00 per
share.
(b) Term. The Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Option is fully vested and shall
become exercisable on the first day (the "Commencement Date")
following the expiration of 366 days from the date hereof.
(d) Exercise. The Option may be exercised in whole or
in part at any time after the Commencement Date and prior to its
expiration or termination, by providing written notice to each
Stockholder of the number of shares of Video Stock, or in the
event of the consummation of the Merger, IPL Stock, as to which
the Option is being exercised, and enclosing payment for the
shares of IPL Stock or Video Stock with respect to which the
Option is being exercised. Such payment shall be made in cash.
Partial exercise shall be for whole shares of IPL Stock or Video
Stock only. Notation of any partial exercise shall be made by
the Stockholders on Schedule I hereto. Any exercise shall be
allotted among the Stockholders in the following ratios:
<PAGE>
<TABLE>
<CAPTION>
Percentage of Exercise
Stockholder Applied to his Shares (the "Ratio")
----------- -----------------------------------
<S> <C>
Louis H. Siracusano 48.720%
Arnold P. Ferolito 48.720%
Donald H. Buck 2.560%
</TABLE>
(e) Rights as a Stockholder. The Optionee will have
no rights as a Stockholder or otherwise with respect to any
shares of Video Stock or IPL Stock, as the case may be, covered
by the Option until it has been exercised and any such shares are
acquired as a result thereof.
Section 1.4 Nontransferability
Prior to the expiration of one year from the date hereof,
the Option shall not be transferable other than by will or the
applicable laws of descent and distribution, and no transfer so
effected shall be effective to bind the Stockholders unless the
Stockholders have been furnished with written notice thereof and
such evidence as the Stockholders may deem necessary to establish
the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions of the Option.
Section 1.5 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Options, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain rights provided for in
this Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 1.6 Right of First Refusal
In the event of any of the following: (i) the Merger does
not occur within ten (10) months after the date hereof; (ii) the
Optionee gives written notice to all Stockholders that it desires
to exercise the Option in whole or in part; (iii) the Optionee
gives written notice to all Stockholders that it desires to enter
into an agreement pursuant to which some or all of the shares of
Video Stock or IPL Stock underlying the Option (or purchased by
the exercise thereof) would be sold to a third party; (iv) the
death of the Optionee; or (v) the Optionee's employment with
Video or the Corporation, as the case may be, is terminated (or
his estate), the Stockholders and their designees are hereby
granted (pro rata in accordance with the Ratios) the right to
purchase at Fair Market Value such shares or in the case of
clauses (i) and (ii) (at the election of each Stockholder) the
option to be exercised or the shares acquired as a result
thereof. The Optionee (or its estate) shall give the
<PAGE>
Stockholders ten (10) days prior written notice of any event
contemplated in clauses (ii) and (iii) above and the estate of
any deceased Optionee shall give the Stockholders ten (10) days
written notice following any event contemplated in clause (iv)
above. "Fair Market Value" as used herein shall mean (A) the
fair market value of a share of or option as determined by an
appraiser which shall be selected by two accounting firms one of
which shall have been chosen by the Stockholders and one by the
Optionee (or his estate) or (B) in the event the share underlying
the Option is traded on The Nasdaq Stock Market, the average of
the closing bid and asked prices of such share on the date of the
event contemplated in the first sentence of this Section 1.6.
Each Stockholder shall have a period equal to: (x) five business
days from the date he receives written notice from the appraiser
of the Fair Market Value, or (y) if Fair Market Value is to be
determined pursuant to clause (ii) above, ten (10) days following
the occurrence of any event specified in clauses (i) through (v)
above to exercise his right to purchase such shares or option
from the Optionee under this Section 1.6. Such Stockholder shall
provide written notice to the Optionee of its intent to purchase
and the number of shares of Video Stock or options which it
intends to purchase. Thereafter, the Stockholder shall pay for
the shares of Video Stock or options within ten calendar days
from the date he gives notice to the Optionee of his intent to
purchase pursuant to this Section 1.6 and the Optionee shall
transfer the same to such Stockholder, free and clear of all
liens, claims and encumbrances.
Section 2. Miscellaneous.
Section 2.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 2.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 2.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the successors, assigns and heirs of the respective
parties.
Section 2.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
<PAGE>
deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those
listed below at their following respective addresses or at such
other address as each may specify by notice to the others:
To Optionee:
Edward Shendell
18-15 215th Street, No. 15H
Bayside, New York 11360
To the Stockholders:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
(201) 573-8660
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
Donald H. Buck
2 Deerburn Court
Florham Park, New Jersey 07932
All notices to the Stockholders shall also be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith L. Schaitkin, Esq.
Fax Number: (212) 626-0799
Section 2.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 2.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
Optionee:/s/ Edward Shendell
Edward Shendell
<PAGE>
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
Exhibit 6(e)
(Barry Ridings)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
between Louis H. Siracusano, Arnold P. Ferolito and Donald H.
Buck (each, a "Stockholder and collectively, the "Stockholders")
and Barry W. Ridings (the "Optionee").
WHEREAS, Video Services Corporation ("Video") (an entity in
which the Stockholders are the sole stockholders) is currently
negotiating a Merger Agreement (the "Merger Agreement") with
International Post Limited ("IPL") pursuant to which such
corporations may be merged (the "Merger") and Video Services
Corporation shall be the name of the surviving corporation (the
"Corporation");
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, the Stockholders desire to grant an option to
Optionee to purchase shares of Video Stock, or in the event of
consummation of the Merger, IPL Stock, upon the terms and
conditions set forth herein, and Optionee desires to accept such
option;
NOW, THEREFORE, the Stockholders and Optionee agree as
follows:
Section 1. Grant of Option.
Section 1.1 Grant; Grant Date
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Video Stock set forth opposite his name in the table
below (the "Option") under the caption "Video Stock", comprising
an aggregate of 11,123 shares of Video Stock, upon the terms and
conditions set forth in this Agreement. In the event that the
Merger is consummated, then by virtue of the Merger, the Option
shall automatically be deemed to be converted into an option to
acquire the number of shares of IPL Stock into which the shares
of Video Stock were (by virtue of the Merger) converted, so as to
constitute an option to acquire, on the terms and conditions of
this Agreement, the number of shares of IPL Stock set forth in
the table below under the caption "IPL Stock". The grant date of
the Option shall be the date of this Agreement. Optionee hereby
accepts the Option, and agrees to be bound by all the terms and
provisions of this Agreement.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Video Stock of IPL Stock
---- ---------------- ----------------
<S> <C> <C>
Louis H. Siracusano 5,419 14,616
Arnold P. Ferolito 5,419 14,616
Donald H. Buck 285 768
</TABLE>
Section 1.2 Adjustments in Option
In the event that after the merger the outstanding Shares
subject to the Option are changed into or exchanged for a
different number or kind of shares or securities of the Company,
or of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Option and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 1.3 Option Terms
The Option granted under this Agreement shall be
subject to the following terms and conditions:
(a) Price. The exercise price for the Video Stock
subject to the Option shall be $5.39 per share and, in the event
of the consummation of the Merger (and by virtue of the
adjustments under Section 2.2 resulting therefrom), the exercise
price for the IPL Stock subject to the Option shall be $2.00 per
share.
(b) Term. The Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Option is fully vested and shall
become exercisable on the first day (the "Commencement Date")
following the expiration of 366 days from the date hereof.
(d) Exercise. The Option may be exercised in whole or
in part at any time after the Commencement Date and prior to its
expiration or termination, by providing written notice to each
Stockholder of the number of shares of Video Stock, or in the
event of the consummation of the Merger, IPL Stock, as to which
the Option is being exercised, and enclosing payment for the
shares of IPL Stock or Video Stock with respect to which the
Option is being exercised. Such payment shall be made in cash.
Partial exercise shall be for whole shares of IPL Stock or Video
Stock only. Notation of any partial exercise shall be made by
the Stockholders on Schedule I hereto. Any exercise shall be
allotted among the Stockholders in the following ratios:
<PAGE>
<TABLE>
<CAPTION>
Percentage of Exercise
Stockholder Applied to his Shares (the "Ratio")
----------- -----------------------------------
<S> <C>
Louis H. Siracusano 48.720%
Arnold P. Ferolito 48.720%
Donald H. Buck 2.560%
</TABLE>
(e) Rights as a Stockholder. The Optionee will
have no rights as a Stockholder or otherwise with respect to any
shares of Video Stock or IPL Stock, as the case may be, covered
by the Option until it has been exercised and any such shares are
acquired as a result thereof.
Section 1.4 Nontransferability
Prior to the expiration of one year from the date hereof,
the Option shall not be transferable other than by will or the
applicable laws of descent and distribution, and no transfer so
effected shall be effective to bind the Stockholders unless the
Stockholders have been furnished with written notice thereof and
such evidence as the Stockholders may deem necessary to establish
the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions of the Option.
Section 1.5 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Options, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain rights provided for in
this Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 1.6 Right of First Refusal
In the event of any of the following: (i) the Merger does
not occur within ten (10) months after the date hereof; (ii) the
Optionee gives written notice to all Stockholders that it desires
to exercise the Option in whole or in part; (iii) the Optionee
gives written notice to all Stockholders that it desires to enter
into an agreement pursuant to which some or all of the shares of
Video Stock or IPL Stock underlying the Option (or purchased by
the exercise thereof) would be sold to a third party; or (iv) the
death of the Optionee, the Stockholders and their designees are
hereby granted (pro rata in accordance with the Ratios) the right
to purchase at Fair Market Value such shares or in the case of
clauses (i) and (ii) (at the election of each Stockholder) the
option to be exercised or the shares acquired as a result
thereof. The Optionee (or its estate) shall give the
Stockholders ten (10) days prior written notice of any event
contemplated in clauses (ii) and (iii) above and the estate of
any
<PAGE>
deceased Optionee shall give the Stockholders ten (10) days
written notice following any event contemplated in clause (iv)
above. "Fair Market Value" as used herein shall mean (A) the
fair market value of a share of or option as determined by an
appraiser which shall be selected by two accounting firms one of
which shall have been chosen by the Stockholders and one by the
Optionee (or his estate) or (B) in the event the share underlying
the Option is traded on The Nasdaq Stock Market, the average of
the closing bid and asked prices of such share on the date of the
event contemplated in the first sentence of this Section 1.6.
Each Stockholder shall have a period equal to: (x) five business
days from the date he receives written notice from the appraiser
of the Fair Market Value, or (y) if Fair Market Value is to be
determined pursuant to clause B above, ten (10) days following
the occurrence of any event specified in clauses (i) through (iv)
above to exercise his right to purchase such shares or option
from the Optionee under this Section 1.6. Such Stockholder shall
provide written notice to the Optionee of its intent to purchase
and the number of shares of Video Stock or options which it
intends to purchase. Thereafter, the Stockholder shall pay for
the shares of Video Stock or options within ten calendar days
from the date he gives notice to the Optionee of his intent to
purchase pursuant to this Section 1.6 and the Optionee shall
transfer the same to such Stockholder, free and clear of all
liens, claims and encumbrances.
Section 2. Miscellaneous.
Section 2.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 2.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 2.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the successors, assigns and heirs of the respective
parties.
Section 2.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those
listed below at their following respective addresses
<PAGE>
or at such other address as each may specify by notice to the
others:
To Optionee:
Barry W. Ridings
21 Lilac Lane
Princeton, New Jersey 08540
To the Stockholders:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
(201) 573-8660
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
Donald H. Buck
2 Deerburn Court
Florham Park, New Jersey 07932
All notices to the Stockholders shall also be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith L. Schaitkin, Esq.
Fax Number: (212) 626-0799
Section 2.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 2.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
Optionee:/s/ Barry W. Ridings
Barry W. Ridings
<PAGE> SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
Exhibit 6(f)
(Adizes)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
between Video Services Corporation ("Video"), Louis H.
Siracusano ("LS"), Arnold P. Ferolito ("AF") and Donald H. Buck
("DB") (each, of LS, AF and DB, a "Stockholder" and collectively,
the "Stockholders") and Adizes Institute, Inc. (the "Optionee").
WHEREAS, Video (an entity in which the Stockholders are the
sole stockholders) is currently negotiating a Merger Agreement
(the "Merger Agreement") with International Post Limited ("IPL")
pursuant to which such corporations may be merged, with IPL as
the survivor (the "Merger"), the survivor to be named "Video
Services Corporation";
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, Video has previously entered into a letter
agreement between the Optionee and Video dated January 29, 1992
(the "Letter Agreement"); and
WHEREAS, the parties hereto desire to terminate the Letter
Agreement and Video and the Stockholders desire to grant an
option to Optionee to purchase shares of IPL, upon the terms and
conditions set forth herein, and Optionee desires to accept such
option;
NOW, THEREFORE, Video, the Stockholders and Optionee agree
as follows:
Section 1. Termination of Letter Agreement.
The parties agree and acknowledge that the Letter Agreement
is hereby terminated and canceled in all respects and is of no
further force and effect. The Optionee represents, warrants,
covenants and agrees that, except as set forth herein, the
Optionee has no right or claim against or in respect of Video,
its affiliates or the Stockholders.
Section 2. Grant of Option.
Section 2.1 Grant; Grant Date
Video hereby grants to the Optionee the right to purchase
from Video an aggregate of 70,000 shares of IPL Stock, upon the
terms and conditions set forth in this Agreement (the
<PAGE>
"Option"). In the event that the Merger is consummated, then the
Option contemplated herein shall automatically be deemed to be
converted into an option granted by each Stockholder of the
number of shares set forth below opposite the name of each such
Stockholder (appropriately reduced to the extent, if any, to
which the Option was previously exercised) and Video shall have
no further obligation hereunder. Subject to the adjustments set
forth in Section 2.2 below, in no event shall this Option be
exercisable for more than 70,000 shares in the aggregate. The
grant date of the Option evidenced hereby shall be the date of
this Agreement. Optionee hereby accepts the Option, and agrees
to be bound by all the terms and provisions of this Agreement.
<TABLE>
<CAPTION>
Number of Shares
Name of IPL Stock
---- ----------------
<S> <C>
Louis H. Siracusano 34,104
Arnold P. Ferolito 34,104
Donald H. Buck 1,792
</TABLE>
Section 2.2 Adjustments in Option
In the event that, after the Merger, the outstanding shares
of IPL Stock subject to the Option are changed into or exchanged
for a different number or kind of shares or securities of IPL, or
of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Option and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 2.3 Option Terms
The Option granted under this Agreement shall be subject to
the following terms and conditions:
(a) Price. The exercise price for the IPL Stock
subject to the Option shall be as follows: (i) 30,000 shares at
$.25 per share; (ii) 10,000 shares at $3.00 per share; (iii)
10,000 shares at $4.00 per share; (iv) 10,000 shares at $5.00 per
share; and (v) 10,000 shares at $6.00 per share.
(b) Term. The Option shall expire on the fifth
anniversary of the date hereof.
<PAGE>
(c) Vesting. The Option is fully vested and shall
become exercisable upon the date (the "Commencement Date") which
is the earlier to occur of: (i) a date 300 days following the
date hereof; or (ii) a date 187 days following the date of the
consummation of the Merger.
(d) Exercise. The Option may be exercised in
whole or in part in accordance with the terms hereof at any time
after the Commencement Date and prior to its expiration or
termination, by providing written notice to Video, or in the
event of the consummation of the Merger, to each Stockholder, and
enclosing payment for the shares of IPL Stock with respect to
which the Option is being exercised. Such payment shall be in
cash. Partial exercise shall be for whole shares of IPL Stock
only. Notation of any partial exercise shall be made on Schedule
I hereto. Any exercise in respect of the option granted by the
Stockholders shall be allocated among the Stockholders in the
following ratios:
<TABLE>
<CAPTION>
Percentage of Exercise
Stockholder Applied to his Shares
----------- ----------------------
<S> <C>
Louis H. Siracusano 48.720%
Arnold P. Ferolito 48.720%
Donald H. Buck 2.560%
</TABLE>
(e) Rights as a Stockholder. The Optionee will
have no rights as a stockholder or otherwise with respect to any
shares of IPL Stock covered by the Option until it has been
exercised and any such shares are acquired as a result thereof.
Section 2.4 Nontransferability
The Option and the rights hereunder shall not be
transferable other than by will or the applicable laws of descent
and distribution, and no transfer so effected shall be effective
to bind Video or the Stockholders unless Video and the
Stockholders have been furnished with written notice thereof and
such evidence as Video and the Stockholders may deem necessary to
establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the
Option.
Section 2.5 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Option, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect
<PAGE>
at the time of such transfer, and that before certain rights
provided for in this Agreement are exercised, it may be necessary
to obtain any approval of the FCC required under applicable law.
Section 3. Miscellaneous
Section 3.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 3.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 3.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the permitted successors, assigns and heirs of the
respective parties.
Section 3.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those
listed below at their following respective addresses or at such
other address as each may specify by notice to the others:
To Optionee:
Adizes Institute, Inc.
Dr. Ichak Adizes
820 Moraga Drive
Bel Air
Los Angeles, CA 90049
To the Stockholders:
<PAGE>
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
Donald H. Buck
2 Deerburn Court
Florham Park, New Jersey 07932
Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
All notices to Video and to the Stockholders shall also
be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith L. Schaitkin, Esq.
Fax Number: (212) 626-0799
Section 3.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 3.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
Adizes Institute, Inc.
By: /s/ Ichak Adizes
Ichak Adizes
Its: President
Video Services Corporation
By: /s/ Louis H. Siracusano
Louis H. Siracusano
Its: President
<PAGE>
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
Exhibit 6(g)
(Barnathan)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
among Video Services Corporation ("Video"), Louis H. Siracusano
("LS"), Arnold P. Ferolito ("AF") and Donald H. Buck ("DB")
(each, of LS, AF and DB, a "Stockholder" and collectively, the
"Stockholders") and Julius Barnathan (the "Optionee").
WHEREAS, Video (an entity in which the Stockholders are the
sole stockholders) is currently negotiating a Merger Agreement
(the "Merger Agreement") with International Post Limited ("IPL")
pursuant to which such corporations may be merged, with IPL as
the survivor (the "Merger"), the survivor to be named "Video
Services Corporation";
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, Video has previously granted an option to the
Optionee to acquire 5,000 shares of Video Stock, pursuant to an
option agreement dated January 12, 1995 (the "Option Agreement");
WHEREAS, Video and the Stockholders desire to grant an
option to Optionee to purchase shares of IPL Stock and the
Stockholders desire to grant an option to Optionee to purchase
shares of Video Stock, or in the event of consummation of the
Merger, IPL Stock, upon the terms and conditions set forth
herein, and Optionee desires to accept such options;
NOW, THEREFORE, Video, the Stockholders and Optionee agree
as follows:
Section 1. Termination of Option Agreement
Video and Optionee agree and acknowledge that the Option
Agreement has been terminated and canceled in all respects and is
of no further force and effect. The Optionee represents,
warrants, covenants and agrees that, except as set forth herein,
the Optionee has no right or claim against or in respect of
Video, its affiliates or the Stockholders.
<PAGE>
Section 2. Grant of Options
Section 2.1 Grant of IPL Option
Video hereby grants to the Optionee the right to purchase
from Video an aggregate of 5,000 shares of IPL Stock, upon the
terms and conditions set forth in this Agreement (the "IPL
Option"). In the event that the Merger is consummated, then the
IPL Option shall automatically be deemed to be converted into an
option granted by each Stockholder of the number of shares set
forth below opposite the name of each such Stockholder
(appropriately reduced to the extent, if any, to which the IPL
Option was previously exercised) and Video shall have no further
obligation hereunder. Subject to the adjustments set forth in
Section 2.2 below, in no event shall this IPL Option be
exercisable for more than 5,000 shares in the aggregate.
<TABLE>
<CAPTION>
Number of Shares
Name of IPL Stock
---- ----------------
<S> <C>
Louis H. Siracusano 2,436
Arnold P. Ferolito 2,436
Donald H. Buck 128
</TABLE>
Section 2.2 Grant of Video Option
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Video Stock set forth opposite his name in the table
below (the "Video Option") under the caption "Video Stock",
comprising an aggregate of 11,123 shares of Video Stock, upon the
terms and conditions set forth in this Agreement. In the event
that the Merger is consummated, then by virtue of the Merger, the
Video Option shall automatically be deemed to be converted into
an option to acquire the number of shares of IPL Stock into which
the shares of Video Stock were (by virtue of the Merger)
converted, so as to constitute an option to acquire, on the terms
and conditions of this Agreement, the number of shares of IPL
Stock set forth in the table below under the caption "IPL Stock".
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Video Stock of IPL Stock
- ---- ---------------- ----------------
<S> <C> <C>
Louis H. Siracusano 5,419 14,616
Arnold P. Ferolito 5,419 14,616
Donald H. Buck 285 768
</TABLE>
Section 2.3 Grant Date
The Video Option and the IPL Option are referred to herein
collectively, as the Options. The grant date of the Options
shall be the date of this Agreement. Optionee hereby accepts the
Options, and agrees to be bound by all the terms and provisions
of this Agreement.
Section 2.4 Adjustments in Option
In the event that, after the Merger, the outstanding shares
of IPL Stock subject to the Options are changed into or exchanged
for a different number or kind of shares or securities of IPL, or
of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Options and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 2.5 Option Terms
The Options granted under this Agreement shall be subject to
the following terms and conditions:
(a) Price. The exercise price for the IPL Stock
subject to the IPL Option shall be $1.00 per share. The exercise
price for the Video Stock subject to the Video Option shall be
$5.39 per share and in the event of consummation of the Merger
(and by virtue of the adjustments under Section 2.2 resulting
thereby) the exercise price for the IPL Stock subject to the
Video Option shall be $2.00 per share.
(b) Term. The IPL Option shall expire on February
14, 1999 and the Video Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Options are fully vested and (i)
the IPL Option shall become exercisable upon the date (the "IPL
Commencement Date") which is the earlier to occur of: (a) a date
300 days following the date hereof; or (b) a date 187 days
following the
<PAGE>
date of the consummation of the Merger; and (ii) the Video Option
shall become exercisable on the first day (the "Video
Commencement Date") following the expiration of 366 days from the
date hereof.
(d) Exercise.
(i) The IPL Option may be exercised in whole
or in part in accordance with the terms hereof at any time
after the IPL Commencement Date and prior to its expiration
or termination, by providing written notice to Video, or in
the event of the consummation of the Merger, to each
Stockholder, and enclosing payment for the shares of IPL
Stock with respect to which the IPL Option is being
exercised. Such payment shall be in cash. Partial exercise
shall be for whole shares of IPL Stock only. Notation of
any partial exercise shall be made on Schedule I hereto.
(ii) The Video Option may be exercised in
whole or in part at any time after the Video Commencement
Date and prior to its expiration or termination, by
providing written notice to each Stockholder of the number
of shares of Video Stock, or in the event of the
consummation of the Merger, IPL Stock, as to which the Video
Option is being exercised, and enclosing payment for the
shares of IPL Stock or Video Stock with respect to which the
Video Option is being exercised. Such payment shall be made
in cash. Partial exercise shall be for whole shares of IPL
Stock or Video Stock only. Notation of any partial exercise
shall be made by the Stockholders on Schedule II hereto.
(iii) Any exercise in respect of the
Options granted by the Stockholders shall be allocated among
the Stockholders in the following ratios (the "Ratio"):
<TABLE>
<CAPTION>
Percentage of Exercise
Stockholder Applied to his Shares
----------- ----------------------
<S> <C>
Louis H. Siracusano 48.720%
Arnold P. Ferolito 48.720%
Donald H. Buck 2.560%
</TABLE>
(e) Rights as a Stockholder. The Optionee will
have no rights as a stockholder or otherwise with respect to any
shares of Video Stock or IPL Stock, as the case may be, covered
by the IPL Option or Video Option until it has been exercised and
any such shares are acquired as a result thereof.
<PAGE>
Section 2.6 Nontransferability of IPL Option
The IPL Option and the rights hereunder shall not be
transferable other than by will or the applicable laws of descent
and distribution, and no transfer so effected shall be effective
to bind Video or the Stockholders unless Video and the
Stockholders have been furnished with written notice thereof and
such evidence as Video and the Stockholders may deem necessary to
establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the IPL
Option.
Section 2.7 Nontransferability of Video Option
Prior to the expiration of one year from the date hereof,
the Video Option shall not be transferable other than by will or
the applicable laws of descent and distribution, and no transfer
so effected shall be effective to bind the Stockholders unless
the Stockholders have been furnished with written notice thereof
and such evidence as the Stockholders may deem necessary to
establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the
Video Option.
Section 2.8 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Options, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain rights provided for in
this Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 2.9 Right of First Refusal
In the event of any of the following: (i) the Merger does
not occur within ten (10) months after the date hereof; (ii) the
Optionee gives written notice to all Stockholders that it desires
to exercise the Video Option in whole or in part; (iii) the
Optionee gives written notice to all Stockholders that it desires
to enter into an agreement or transaction pursuant to which some
or all of the shares of Video Stock or IPL Stock underlying the
Video Option (or purchased by the exercise thereof) would be sold
to a third party; (iv) the death of the Optionee; or (v) the
Optionee's employment or position with Video or the Corporation,
as the case may be, is terminated, the Stockholders and their
designees are hereby granted (pro rata in accordance with the
Ratio) the right to purchase at Fair Market Value such shares or
in the case of clauses (i) and (ii) (at the election of each
Stockholder) the option to be exercised or the shares acquired as
a result thereof. The Optionee (or its estate) shall give the
Stockholders ten (10) days prior written notice of any event
contemplated in clauses (ii) and (iii) above and
<PAGE>
the estate of any deceased Optionee shall give the Stockholders
ten (10) days written notice following any event contemplated in
clause (iv) above. "Fair Market Value" as used herein shall mean
(A) the fair market value of a share or option as determined by
an appraiser which shall be selected by two accounting firms one
of which shall have been chosen by the Stockholders and one by
the Optionee (or his estate) or (B) in the event the shares
underlying the Video Option are traded on The Nasdaq Stock
Market, the average of the closing bid and asked prices of such
shares on the date of the event contemplated in the first
sentence of this Section 2.9. Each Stockholder shall have a
period equal to: (x) five business days from the date he receives
written notice from the appraiser of the Fair Market Value, or
(y) if Fair Market Value is to be determined pursuant to clause B
above, ten (10) days following the occurrence of any event
specified in clauses (i) through (v) above to exercise his right
to purchase such shares or option from the Optionee under this
Section 2.9. Such Stockholder shall provide written notice to
the Optionee of its intent to purchase and the number of shares
of Video Stock or options which it intends to purchase.
Thereafter, the Stockholder shall pay for the shares of Video
Stock or options within ten calendar days from the date he gives
notice to the Optionee of his intent to purchase pursuant to this
Section 2.9 and the Optionee shall transfer the same to such
Stockholder, free and clear of all liens, claims and
encumbrances.
Section 3. Miscellaneous.
Section 3.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 3.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 3.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the permitted successors, assigns and heirs of the
respective parties.
<PAGE>
Section 3.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those
listed below at their following respective addresses or at such
other address as each may specify by notice to the others:
To Optionee:
Julius Barnathan
1285 Avenue of the Americas
35th Floor
New York, New York 10019
To the Stockholders:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
Donald H. Buck
2 Deerburn Court
Florham Park, New Jersey 07932
Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647
All notices to Video and to the Stockholders shall also
be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith L. Schaitkin, Esq.
Fax Number: (212) 626-0799
<PAGE>
Section 3.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 3.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
Optionee:/s/ Julius Barnathan
Julius Barnathan
Video Services Corporation
By: /s/ Louis H. Siracusano
Louis H. Siracusano
Its: President
<PAGE>
SCHEDULE I
Notations As to Partial Exercise of IPL Option
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
<PAGE>
SCHEDULE II
Notations As to Partial Exercise of Video Option
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
Exhibit 6(h)
June 27, 1997
Terrence A. Elkes
Kenneth F. Gorman
c/o Apollo Partners LLC
One Stamford Plaza, 12th Floor
Stamford, CT 06901
Gentlemen:
This letter agreement (the "Agreement") sets forth the
agreement among the three stockholders of Video Services
Corporation ("VSC"), Louis H. Siracusano, Arnold P. Ferolito and
Donald H. Buck (each, a "Stockholder" and collectively, the
"Stockholders"), and Terrence A. Elkes and Kenneth F. Gorman (the
"Optionees") regarding the grant of an option (the "Option") to
each of the Optionees to purchase from the Stockholders an
aggregate of 30,000 shares of the Common Stock of International
Post Limited (the "Company"). Reference is made to the Agreement
and Plan of Merger among the Company, VSC and the Stockholders,
dated June 27, 1997 (the "Merger Agreement"). Each capitalized
term not defined in this letter shall have the meaning attributed
to it in the Merger Agreement.
Pursuant to the Merger Agreement, VSC will merge with
and into the Company. At the Effective Time of the Merger, each
of the Optionees and the Stockholders agree to execute the
following three documents: (i) an agreement terminating the
Stock Option Agreements, dated as of February 15, 1994, between
VSC and each of the Optionees, in the form of Exhibit 1 hereto;
(ii) a Stock Option Agreement between the Stockholders and each
of the Optionees granting the Option, in the form of Exhibit 2
hereto and (iii) a Pledge Agreement among each of the Optionees
and the Stockholders providing a security interest in the shares
of the Company subject to the Option in the form of Exhibit 3
hereto.
The undersigned hereby agree and acknowledge that: (i)
the shares of stock subject to the Stock Option Agreements to be
granted pursuant hereto are subject to and entitled to the
benefit of, that certain registration rights agreement between,
among others, International Post Group Inc., MTE Holdings, Inc.,
VSC, Martin Irwin, Jeffrey J. Kaplan, Adrien Macaluso, Terrence
A. Elkes and Kenneth F. Gorman dated February 15, 1994; and (ii)
except as expressly set forth herein or as otherwise modified in
a writing signed by the Optionees, all agreements between any of
the undersigned and the Optionees shall not be modified by this
Agreement and shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the Optionees and the Stockholders
have duly executed and delivered this Agreement as of the date
first above written.
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
/s/ Terrence A. Elkes
Terrence A. Elkes
/s/ Kenneth F. Gorman
Kenneth F. Gorman
AGREED AND ACKNOWLEDGED:
International Post Limited
By: /s/ Martin Irwin
Martin Irwin
<PAGE>
Video Services Corporation ("VSC"), and each of Terrence A.
Elkes and Kenneth F. Gorman (the "Optionees") are parties to
stock option agreements dated as of February 15, 1994, (the "VSC
Stock Option Agreements") granting to each of the Optionees the
option to purchase from VSC an aggregate of 30,000 shares of the
Common Stock of International Post Limited (the "Company").
Reference is made to the Agreement and Plan of Merger among
the Company, VSC and the Stockholders of VSC, dated ,
1997, and to the letter agreement, dated , 1997 executed
in the form of Exhibit 7.19 thereto (the "Letter Agreement").
Pursuant to the Letter Agreement, the Optionees and VSC hereby
agree that the VSC Stock Option Agreements are terminated in all
respects and shall hereafter be null and void and have no further
force or effect. As a result, each Optionee hereby acknowledges
and confirms that, except as contemplated in the options to be
granted pursuant to the Letter Agreement, the Optionees have no
other options, rights or claims to acquire stock of the Company
from VSC, its subsidiaries or its stockholders.
IN WITNESS WHEREOF, the Optionees and VSC have duly executed
and delivered this Agreement as of the date first above written.
VIDEO SERVICES CORPORATION
By: ------------------------------
Terrence A. Elkes
------------------------------
Kenneth F. Gorman
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of - - - - - - - - - - - -, 1997 is
made by and between Louis H. Siracusano, Arnold P. Ferolito and
Donald H. Buck (each, a "Stockholder and collectively, the
"Stockholders") and ----------------- (the "Optionee").
WHEREAS, Video Services Corporation ("VSC") (an entity in
which the Stockholders are the sole stockholders) has entered
into a Merger Agreement (the "Merger Agreement") with
International Post Limited (the "Company") dated -------------,
1997, pursuant to which such corporations will be merged (the
"Merger");
WHEREAS, VSC has previously granted an option to the
Optionee to acquire 30,000 shares of the common stock ("Common
Stock") of the Company, which option was on this day terminated
pursuant to the terms of the Merger Agreement and is being
replaced by this Agreement; and
WHEREAS, the Stockholders desire to grant an option to
Optionee to purchase shares of the Common Stock and Optionee
desires to accept such stock option;
NOW, THEREFORE, the Stockholders and Optionee agree as
follows:
Section 1. Grant of Option.
Section a. Grant; Grant Date
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Common Stock set forth opposite his name in the table
below (the "Option"), comprising an aggregate of 30,000 shares of
the Company's Common Stock, $.01 par value per share, (the
"Shares") upon the terms and conditions set forth in this
Agreement. The grant date of the Option shall be the date of
this Agreement. Optionee hereby accepts the Option, and agrees
to be bound by all the terms and provisions of this Agreement.
Name
Number of
Shares
Louis H. Siracusano
14,616
Arnold P. Ferolito
14,616
Donald H. Buck
768
Section b. Adjustments in Option
In the event that the outstanding Shares subject to the
Option are changed into or exchanged for a different number or
kind of shares or securities of the Company, or of another
corporation, by reason of reorganization, merger or other
subdivision, consolidation, recapitalization, reclassification,
stock split, stock dividend or combination of shares or similar
event, the Stockholders shall make an appropriate and equitable
adjustment in the Option so that Optionee's proportionate
interest shall be maintained as before the occurrence of such
event to the maximum extent possible. Any adjustment made by the
Stockholders shall be final and binding upon Optionee and all
other interested parties.
Section c. Option Terms
The Option granted under this Agreement shall be
subject to the following terms and conditions:
(1) Price. The exercise price for the
Shares subject to the Option shall be
$11.00 per Share.
(2) Term. The Option shall expire on
February 15, 1999.
(3) Vesting. At the effective time of
the Merger, the Option shall become
fully vested and exercisable
immediately.
(4) Exercise. To the extent that the
Option has become exercisable in
accordance with this Agreement, it may
be exercised in whole or in part at any
time prior to its expiration or
termination, by providing written notice
to each Stockholder of the number of
Shares as to which the Option is being
exercised, and enclosing payment for the
Shares with respect to which the Option
is being exercised. Such payment shall
be in cash. Partial exercise shall be
for whole Shares only and shall not be
for less than five thousand (5,000)
Shares in the aggregate unless the
number of Shares purchased constitutes
the total number of Shares then
remaining subject to the Option or the
Stockholders permit such smaller
exercise in their sole discretion.
Notation of any partial exercise shall
be made by the Stockholders on Schedule
I hereto. Any exercise shall be
allotted among the Stockholders in the
following ratios:
Percentage of
Exercise
Stockholder Applied to
his Shares
Louis H. Siracusano
48.720%
Arnold P. Ferolito
48.720%
Donald H. Buck
2.560%
Section d. Nontransferability
The Option shall not be transferable other than by will or
the applicable laws of descent and distribution, and no transfer
so effected shall be effective to bind the Stockholders unless
the Stockholders have been furnished with written notice thereof
and such evidence as the Stockholders may deem necessary to
establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the
Option.
Section e. Conditions to Issuance of Stock
Certificates
(1) If required, the stock certificates
evidencing the Shares shall bear legends
restricting transferability; in substantially
the form indicated below:
"These Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"),
and may not be resold, pledged or otherwise transferred
unless they have been registered under the Securities Act or
unless an exemption from registration is available."
(2) The Stockholders shall not be required
to deliver any certificate or certificates
for Shares deliverable upon any exercise of
the Option prior to fulfillment of all of the
following conditions:
(a) The completion of any registration
or other qualification of such Shares
under any state or federal law or under
rulings or regulations of the Securities
and Exchange Commission or of any other
governmental regulatory body, or the
obtaining of approval or other clearance
from any state or federal governmental
agency which the Stockholders shall, in
their sole discretion, deem necessary or
advisable.
(b) In the event that the Shares have
not been registered under the
Securities Act, if the Stockholders
shall, in their sole discretion, deem it
necessary or advisable, the execution
by Optionee of a written representation
and agreement, in a form satisfactory to
the Stockholders, in which Optionee
represents that the Shares acquired by
him upon exercise are being acquired for
investment and not with a view to
distribution thereof.
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the Shares, or any
change in the ownership of the Company, shall be subject to the
requirements of the Communications Act of 1934, as amended, and
the rules and regulations of the Federal Communications
Commission ("FCC") as may be in effect at the time of such
transfer, and that before certain rights provided for in this
Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 2. Miscellaneous.
Section a. Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section b. Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section c. Successors
This Agreement shall be binding upon and inure to the
benefit of the successors, assigns and heirs of the respective
parties.
Section d. Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those
listed below at their following respective addresses or at such
other address as each may specify by notice to the others:
To Optionee:
c/o Apollo Partners LLC
One Stamford Plaza, 12th Floor
Stamford, CT 06901
To the Stockholders:
c/o International Post Limited
545 Fifth Avenue
New York, New York 10017
Attention: Louis H. Siracusano
With a copy to each of the Stockholders at the
following addresses:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
(201) 573-8660
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647-1904
Donald H. Buck
2 Deerburn Court
Florham Park, New Jersey 07932
All notices to the Stockholders shall also be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith L. Schaitkin, Esq.
Fax Number: (212) 626-0799
Section e. Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section f. Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
- - - - - - - - - - - - - - - - - -
Louis H. Siracusano
- - - - - - - - - - - - - - - - - -
Arnold P. Ferolito
- - - - - - - - - - - - - - - - - -
Donald H. Buck
Optionee:
- - - - - - - - - - - - - - - - - -
<PAGE>
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
<PAGE>
PLEDGE AGREEMENT
PLEDGE AGREEMENT dated ------------, 1997, by and among
Louis H. Siracusano, Arnold P. Ferolito and Donald H. Buck (each
a "Pledgor" and collectively, the "Pledgors"), and --------------
(the "Pledgee").
WHEREAS, the Pledgors and the Pledgee are parties to a Stock
Option Agreement, dated as of the date hereof (the "Stock Option
Agreement"), pursuant to which each Pledgor agreed to sell to the
Pledgee, upon the exercise of the options set forth therein,
certain shares of the issued and outstanding Common Stock, $.01
par value per share, of International Post Limited ("IPL") owned
that Pledgor (with respect to each Pledgor, the "Pledged
Securities").
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements set forth herein and in the
Stock Option Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto desiring to be legally bound do
hereby agree as follows:
Section 1. Grant/Rights of Pledgors. Each Pledgor, as
collateral security for all of its obligations set forth in the
Stock Option Agreement (all such obligations of such Pledgor
being herein collectively referred to as the "Secured
Obligations") hereby deposits with the law firm of Morrison Cohen
Singer & Weinstein, as agent of Pledgee (the "Agent") the Pledged
Securities, as set forth in the table below, and hereby grants to
the Pledgee a security interest in and a lien upon, and hereby
assigns, transfers, pledges and sets over to the Pledgee, the
Pledged Securities, and the certificates representing the Pledged
Securities (the "Collateral") which Pledged Securities are being
delivered simultaneously herewith, together with stock powers
duly endorsed in blank.
Name
Number of Shares Deposited
as Pledged Securities
Louis H. Siracusano
14,616
Arnold P. Ferolito
14,616
Donald H. Buck
768
So long as a Default (as defined below) shall not have
occurred and the notice referred to in Section 7 hereof shall not
have been given:
(a) Each Pledgor shall be entitled:
(i) to exercise the voting power with respect to
the Collateral pledged by him for any purpose not in violation,
or which will not result in a violation, of the terms of this
Agreement, and the Pledgee shall execute or cause to be executed
from time to time such proxies or other instruments, if any, in
favor of each Pledgor or its nominee, in such form and for such
purposes as shall be reasonably required by the Pledgor and as
shall be specified in a written request therefor, to enable the
Pledgor to exercise such voting power with respect to the
Collateral; and
(ii) to receive and retain for its own account any
and all cash dividends at any time and from time to time declared
or paid upon any of the Collateral pledged by him; and
(b) The Agent shall retain possession of the Collateral,
except as otherwise set forth herein; it being understood and
agreed that, following the occurrence of a Default, the Agent
shall take such action as shall be directed by the Pledgee in
furtherance of its rights hereunder and under applicable law.
The term "Default" shall mean, with respect to any Pledgor:
(a) any material breach by such Pledgor of the terms of this
Agreement or the Stock Option Agreement which is not cured within
three (3) days following written notice thereof from Pledgee to
the Pledgor; (b) any breach by such Pledgor of the terms of
Sections 1.1 and 1.3(d) of the Stock Option Agreement which is
not cured within three (3) days following written notice thereof
from Pledgee to the Pledgor; and (c) the commencement by the
Pledgor of a voluntary case or other proceeding with respect to
itself or its debts under any bankruptcy, insolvency or other
similar law, or an involuntary case or other proceeding shall be
commenced against the Pledgor with respect to it or its debts
under any bankruptcy, insolvency or other similar law.
Section 2. Stock Dividends, Distributions, etc. In case
any dividend payable in shares of stock or other securities of
IPL shall be declared on any of the Pledged Securities, or any
shares of stock or fractions thereof or any other securities of
IPL shall be issued pursuant to any stock split, subdivision,
reclassification, share exchange, consolidation or merger
involving any of the Pledged Securities, the shares so
distributed shall be delivered to the Agent (accompanied by
proper instruments of assignment and/or stock powers executed by
each Pledgor in accordance with the Pledgee's instruction) to be
held by it as collateral security for the Secured Obligations and
shall be deemed, for all purposes of this Agreement, to be
Pledged Securities and, therefore, part of the Collateral.
Section 3. Representations and Warranties. Each of the
Pledgors represent and warrant to the Pledgee that it is the
legal and beneficial owner of the Collateral pledged by him free
and clear of any lien, security interest, option or other charge
or encumbrance (the "Existing Lien") and that the pledge of the
Collateral pursuant to this Agreement creates a valid and
perfected first security interest in the Collateral, securing the
payment and performance of the Secured Obligations.
Section 4. Covenants. Each Pledgor covenants and agrees as
follows with respect to itself:
(a) the Pledgor shall not (i) sell or otherwise dispose
of, or grant any option with respect to, any of the Collateral,
or (ii) create or permit to exist any lien, security interest, or
other charge or encumbrance upon or with respect to any of the
Collateral;
(b) at any time and from time to time on and after the
date of this Agreement, at the expense of such Pledgor, the
Pledgor will promptly execute and deliver all further instruments
and documents (including, without limitation, financing
statements), and take all further actions, that may be reasonably
necessary or desirable, or that the Pledgee may reasonably
request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the
Pledgee to exercise and enforce its rights and remedies with
respect to the Collateral or any portion thereof; and
(c) the Pledgor shall promptly notify the Pledgee of any
lien, security interest, encumbrance or claim made or threatened
against the Collateral.
Section 5. Pledgee May Perform. If a Pledgor fails to
perform any agreement contained herein, the Pledgee may (but
shall not be obligated to) perform, or cause performance of, such
agreement, and the expenses of the Pledgee incurred in connection
therewith shall be payable by the Pledgor.
Section 6. Agent and Pledgee's Duty of Care. Other than
exercise of reasonable care in the physical custody of the
Collateral while held by the Agent or the Pledgee hereunder,
neither the Pledgee nor the Agent shall have any responsibility
for, or obligation or duty with respect to, all or any part of
the Collateral or any matter or proceeding arising out of or
relating thereto, including, without limitation, any obligation
or duty to collect any sums due with respect thereto or to
protect or preserve any rights against prior parties or any other
rights pertaining thereto, it being understood and agreed that
each Pledgor shall be responsible for preservation of all of its
and the Pledgee's rights in the Collateral. Without limiting the
generality of the foregoing, the Pledgee and Agent shall be
conclusively deemed to have exercised reasonable care in the
custody of the Collateral if it takes such action, for purposes
of preserving rights in the Collateral, as each of the Pledgors
may reasonably request in writing; provided, however, that no
refusal, failure, omission or delay by the Pledgee in complying
with any such request shall be deemed to be a failure to exercise
reasonable care. The rights and powers conferred upon the
Pledgee hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any
such rights or powers.
It is agreed that the duties and obligations of the Agent
are those herein specifically provided. The Agent shall not
incur any liability whatsoever so long as it has acted in good
faith, except for willful misconduct or gross negligence.
The Agent may consult with counsel of its choice (other than
any lawyer practicing with the Agent, if any), and shall not be
liable for any action taken, suffered or omitted by it in
accordance with the advice of such counsel. The Agent shall not
be bound by any modification, amendment, termination,
cancellation, rescission or supersession of this Agreement,
unless it shall have given its prior written consent thereto.
The Agent may at any time resign hereunder by giving written
notice of its resignation to the Pledgors and Pledgee at the
addresses set forth in Section 18 hereof, at least ten (10) days
prior to the date specified for such resignation to take effect,
and, upon the effective date of such resignation, all Collateral
then held by the Agent hereunder shall be delivered by it to such
substitute agent, undertaking the obligations and duties of the
Agent hereunder, as shall be specified by Pledgee and approved by
Pledgors (such approval not to be unreasonably withheld),
whereupon all of Agent's obligations and duties hereunder shall
cease and terminate. If no such person shall have been
designated by such date, all obligations of Agent hereunder shall
nevertheless cease and terminate except that Agent's sole
responsibility thereafter shall be to keep all the Collateral
then held by it and to deliver the same to a person designated in
writing by Pledgee (approved by Pledgors in the manner set forth
above) or in accordance with the directions of a final, binding,
non-appealable order or judgment of a court of competent
jurisdiction.
The parties hereto acknowledge that the Agent is the agent
of Pledgee and not of Pledgors and Pledgee agrees to indemnify,
defend and hold the Agent harmless from and against any and all
loss, damage, tax, liability and expense that may be incurred by
the Agent arising out of or in connection with its acceptance of
appointment as Agent hereunder, except as caused by its gross
negligence or willful misconduct, including, without limitation,
the legal costs and expenses of defending itself against any
claim or liability in connection with its performance hereunder.
Agent shall look solely to Pledgee for any payment under this
Agreement provided, however, that anything in this Agreement to
the contrary notwithstanding, the Agent agrees and acknowledges
that it shall not charge any fee for any of the services to be
provided by it hereunder.
Section 7. Rights of Pledgee. If a Default shall have
occurred and is continuing with respect to any Pledgor, the
Pledgee may (upon payment of the applicable option exercise
price) immediately transfer the Collateral pledged by that
Pledgor into its own name or the name of a nominee. If a Default
shall have occurred and be continuing, and the Pledgee shall have
given the individual Pledgor in Default written notice (which may
be telecopied or telegraphed) of the termination of such
Pledgor's rights under Section 1 above, then such Pledgor's
rights under Section 1 above shall cease, and the Pledgee shall
thereupon and thereafter be exclusively entitled to receive and
retain, as collateral security for the Secured Obligations (to be
applied as provided or permitted herein), any and all dividends
and other distributions of any kind at any time and from time to
time declared or paid upon or with respect to the Collateral
pledged by such Pledgor as set forth in Section 1 and to exercise
all voting and consensual powers with respect to the Collateral
pledged by such Pledgor.
Section 8. Remedies. If a Default shall have occurred and
be continuing with respect to a Pledgor, in addition to all other
rights and remedies at law or in equity, the Pledgee may exercise
all rights of a secured party under the Uniform Commercial Code
as in effect in the State of New York (the "UCC") from time to
time, and, without obligation to resort to other security or any
other assurance of payment, may (at the Pledgee's discretion) at
any time and from time to time:
(a) sell, resell, assign and deliver, in its discretion,
that portion of the Collateral pledged by the Pledgor in
Default, in one or more parcels, at the same or different times,
at public or private sale, for cash, upon credit or for future
delivery, and at such price or prices and on such terms as the
Pledgee may determine, the Pledgor in Default hereby agreeing
that, upon such sale, any and all equity or right of redemption
of such Pledgor shall be automatically waived and released
without any further action on the part of the Pledgor. In the
event of any such sale, the Pledgee shall give such Pledgor ten
(10) days' prior written notice of the time, place and manner of
any public sale or ten (10) days' written notice of the time
after which any private sale or other intended disposition of
such Pledgor's proportionate contribution to the Collateral is to
be made, except that, if such Collateral threatens to decline
speedily in value or is of a type customarily sold on a
recognized market, the Pledgee may sell or otherwise dispose of
such portions of the Collateral without notification,
advertisement, or other notice of any kind. Upon each such sale,
the Pledgors (or any of them) may bid for and purchase all or any
of the Collateral being sold and, if a private sale, a Pledgor's
purchase thereof shall be considered commercially reasonable.
Upon each such sale, the Pledgee may purchase all or any of the
Collateral being sold, free from any equity or right of
redemption, which, upon each such sale, shall be waived and
released. The proceeds of each such sale shall be applied as
provided in Section 9 hereof. For the purposes of this Section
8, an agreement to sell any or all the Collateral entered into
after the applicable notice period specified above shall be
treated as a sale thereof, and the Pledgee shall be entitled to
carry out such sale pursuant to such agreement and a Pledgor
shall not be entitled to the return of any of the Collateral
subject thereto notwithstanding the fact that after the Pledgee
shall have entered into any such agreement the Secured
Obligations shall have been paid in full;
(b) appropriate and apply all proceeds of or held as
part of the Collateral pledged by such Pledgor to the applicable
Secured Obligations in accordance with Section 9 hereof;
(c) retain all or such portion of the Collateral pledged
by such Pledgor as shall aggregate in value to an amount equal to
the applicable Secured Obligations, in satisfaction of the
applicable Secured Obligations, whenever the circumstances are
such that the Pledgee is entitled to do so under the UCC;
(d) reduce the Pledgee's claim to judgment, foreclose,
or otherwise enforce the security interest in all or any part of
the Collateral by any available judicial procedure; or
(e) apply (by appropriate judicial proceedings) for
appointment of a receiver for that amount of the Collateral
pledged by the Pledgor in default, and each Pledgor hereby
consents to any such appointment.
Because of the Securities Act of 1933, as amended, and other
applicable securities laws and regulations (collectively, the
"Securities Laws"), there may be legal restrictions or
limitations affecting the Pledgee in attempts to dispose of all
or any portion of the Collateral in the enforcement of its rights
and remedies hereunder. For this reason, the Pledgee is hereby
authorized by each Pledgor, upon the occurrence and continuance
of any Default with respect to that Pledgor, to sell or otherwise
dispose of that portion of the Collateral pledged by the Pledgor
in Default at a private sale subject to investment letter or in
any manner which will not require that any of the Collateral be
registered under the Securities Laws. The Pledgors acknowledge
and understand that the sale under such circumstances may yield a
lower price for the Collateral, or any portion thereof, than
would otherwise be obtainable if the Collateral were registered
and sold in the open market. The Pledgors agree that the
Pledgee's so selling that portion of the Collateral pledged by
the Pledgor in Default, or any portion thereof, at such private
sale or sales shall not be evidence that the Pledgee acted in a
manner that is not commercially reasonable under the UCC.
Section 9. Proceeds. All proceeds that the Pledgee shall
receive, in accordance with the provisions hereof, by sale,
collection or other realization of or upon the Collateral pledged
by a Pledgor, shall be applied in the following manner: First, to
the payment of all costs and expenses incurred in connection with
the administration and enforcement of, or the preservation of any
rights under, this Agreement or any of the reasonable expenses
and disbursements of the Pledgee (including, without limitation,
the fees and disbursements of its counsel and agents) in respect
of a Default by such Pledgor; Second, to the reimbursement of the
Pledgee for all disbursements made by it for taxes, assessments,
or liens superior to the security interest of the Pledgee which
the Pledgee must pay in respect to that Pledgor; Third, to the
payment of the other applicable to such Pledgor Secured
Obligations, in such order as the Pledgee may determine; and
Fourth, the balance thereof, if any, shall be returned to such
Pledgor. If the proceeds of the sale, collection or other
realization of or upon the Collateral are insufficient to pay in
full the applicable Secured Obligations (after any prior
application of proceeds as described above in this Section 9),
the Pledgor in Default shall remain liable for any deficiency.
Section 10. Absolute Security Interest. All rights of the
Pledgee and the security interest hereunder, and all obligations
of each of the Pledgors hereunder, shall be absolute and
unconditional irrespective of:
(a) any lack of validity or enforceability of any
agreement or instrument relating hereto;
(b) any change in the time, manner or place of, or in
any other term of, all or any of the Secured Obligations, or any
other amendment or waiver of or any consent to any departure from
the Note;
(c) any exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent
to departure from any guaranty, for all or any of the Secured
Obligations; or
(d) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, the
Pledgors in respect of the Secured Obligations.
Section 11. Transfer of Collateral. If a Default shall
have occurred, the Pledgee shall have the right, for and in the
name, place and stead of the Pledgor in Default (which
appointment is irrevocable and coupled with an interest), to (a)
execute endorsements, stock powers, assignments or other
instruments of conveyance or transfer with respect to the portion
of the Collateral pledged by the Pledgor in Default, (b) demand,
collect, sue for, recover, receive and give acquittance and
receipt for monies due and to become due under or with respect to
any of such Collateral, (c) receive, endorse, and collect any
drafts or other instruments, documents, and chattel paper in
connection with the immediately preceding clause (b) of this
Section 11, and (d) take any other action and execute any other
instrument or document that the Pledgee may deem necessary or
advisable to accomplish the purposes of this Agreement.
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the Pledged
Securities, or any change in the ownership of the Company, shall
be subject to the requirements of the Communications Act of 1934,
as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain remedies provided for
in this Agreement are utilized it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 12. No Waiver. No failure or delay on the part of
the Pledgee in exercising any of its rights, powers, or remedies,
nor any partial or single exercise thereof, shall constitute a
waiver thereof or shall preclude any other or future exercise
thereof or any exercise of any other right, power, or remedy.
None of the terms and conditions of this Agreement may be
changed, waived, modified or varied in any manner whatsoever
unless in writing and duly signed by the party against whom
enforcement of such change or waiver, modification, or variance
is sought. Any waiver or consent by the Pledgee shall be
effective only in the specific instance and for the specific
purpose for which given.
Section 13. Certain Events. The obligations of each of the
Pledgors hereunder shall remain in full force and effect without
regard to, and shall not be impaired by: (a) any bankruptcy,
insolvency, reorganization, arrangement, readjustment,
composition, liquidation or the like of any of the Pledgors; (b)
any exercise or non-exercise, or any waiver, by the Pledgee of
any of its right under or in respect of the Secured Obligations
or any security for any of the Secured Obligations (other than to
the extent that the Pledgee terminates or waives any obligations
of any of the Pledgors under this Agreement) or (c) any amendment
to or modification of, the Secured Obligations or any security
for any of the Secured Obligations (other than to the extent that
the Pledgee agrees to amend or modify any obligation of the
Pledgors under this Agreement) whether or not the Pledgors shall
have notice or knowledge of any of the foregoing.
Section 14. Return of Collateral. After the indefeasible
payment and performance in full of the Secured Obligations in
respect of a Pledgor (including, without limitation, all amounts
which may be paid by the Pledgee in collecting or endorsing all
or any part of such Secured Obligations) or the expiration or
termination of the Stock Option Agreement, each of the Pledgors
shall be entitled to the return of its contribution to the
Pledged Securities and to the other Collateral, which has not
been applied toward the payment in full of the Secured
Obligations, or applied in the manner set forth in the following
sentence without representation or warranty of any kind by the
Pledgee (except a representation that the Pledgee has not
encumbered any of the Collateral). In the event of any exercise
by Pledgee of any option to purchase securities of IPL pursuant
to the Stock Option Agreement, then simultaneously with the
payment of the purchase price thereof pursuant thereto, the
parties hereto and the Agent shall take such action as is
necessary to transfer to the Pledgee such shares so purchased
from those held as Collateral, and all liens granted hereunder
with respect to such shares shall, upon such transfer, cease and
terminate, the same shall no longer constitute Collateral, and
the Collateral shall therefore be reduced to the extent of such
shares, in accordance with the proportionate share of each
Pledgor's pledge.
Section 15. Successors and Assigns. This Agreement is
binding upon each of the Pledgors, the Pledgee and their
respective executors, administrators, successors and assigns and
shall inure to the benefit of the Pledgee and its successors and
assigns.
Section 16. Choice of Law. This Agreement and the rights
and obligations of the parties hereunder shall be construed in
accordance with and governed by the internal laws of the State of
New Jersey, without giving effect to its principles of conflicts
of law.
Section 17. Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provisions in any other jurisdiction.
Section 18. Notices. All notices, consents and approvals
to be given pursuant to this Agreement shall be in writing and
shall be deemed given when received at the address set forth
below:
If to Pledgors:
Louis H. Siracusano
Arnold P. Ferolito
Donald H. Buck
c/o International Post Limited
545 Fifth Avenue
New York, New York 10017
With a copy as follows:
If to Siracusano, to:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
(201) 573-8660
If to Ferolito, to:
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647-1904
If to Buck, to:
Donald H. Buck
2 Deerburn Court
Florham Park, NJ 07932
If to Pledgee:
c/o Apollo Partners Ltd.
One Stamford Plaza, 12th Floor
Stamford, CT 06901
If to Agent:
Morrison Cohen Singer & Weinstein LLP
750 Lexington Avenue
New York, New York 10022
Attn: Joel A. Feldman, Esq.
Section 19. Headings. All Section headings contained in
this Agreement are for convenience of reference only, do not form
a part of this Agreement and shall not affect in any way the
meaning or interpretation of this Agreement.
Section 20. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall constitute an
original hereof, and all of such counterparts, taken together,
shall constitute one and the same instrument.
Section 21. Reinstatement. This Agreement shall continue
to be effective, or be reinstated, as the case may be, if at any
time a payment, or any part thereof, of the Secured Obligations
to the Pledgee is rescinded or must otherwise be restored or
returned by the Pledgee upon the insolvency, bankruptcy, or
reorganization of the Pledgors, or otherwise, all as though such
payment had not been made.
<PAGE>
IN WITNESS WHEREOF, the Pledgors and the Pledgee have duly
executed and delivered this Agreement as of the date first above
written.
-----------------------------
Louis H. Siracusano
-----------------------------
Arnold P. Ferolito
-----------------------------
Donald H. Buck
PLEDGEE:
-----------------------------
This undersigned hereby accepts
the duties and obligations of
the Agent set forth above and
acknowledges receipt from Louis
Siracusano, Arnold Ferolito,
Donald Buck of certificates representing
an aggregate of 30,000 shares of
the Common Stock of International Post
Limited:
Morrison Cohen Singer & Weinstein LLP
By: -----------------------------
Joel A. Feldman, Partner
Exhibit 7
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, each of the persons named below
agrees to the joint filing of a statement on Schedule 13D
(including amendments thereto) with respect to the common stock,
par value $0.01 per share, of International Post Limited, and
further agrees that this Joint Filing Agreement be included as an
exhibit to such filings provided that, as contemplated by Section
13d-1(f)(1)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate. This Joint Filing
may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument.
Dated: July 15, 1997
Video Services Corporation
By: /s/ Louis H. Siracusano
Louis H. Siracusano
President
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
