UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Video Services Corporation
(formerly known as International Post Limited)
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
92656U 10 7
(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)
March 2, 1999
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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
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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).
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SCHEDULE 13D/A
CUSIP No. 92656U 10 7 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*
N/A
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
2,807,992
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,807,992
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,807,992
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.17%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92656U 10 7 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*
N/A
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
3,050,382
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,050,382
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,050,382
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.00%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92656U 10 7 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*
N/A
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
438,681
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
438,681
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,681
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.31%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92656U 10 7 Page of Pages
1 NAME OF REPORTING PERSON
Theresa 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*
N/A
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
300,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
300,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.26%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92656U 10 7 Page of Pages
1 NAME OF REPORTING PERSON
Carole 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*
N/A
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
85,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
85,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,000
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.64%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
Item 1. Security and Issuer.
The Schedule 13D filed with the U.S. Securities and Exchange Commission
("SEC") on June 27, 1997, by Video Services Corporation, a Delaware corporation;
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"), amended by Amendment No. 1
filed with the SEC on September 4, 1997, and by Amendment No. 2 filed with the
SEC on March 13, 1998, is hereby amended as set forth herein.
LS, AF, DB, collectively, are referred to herein as the Original
Reporting Persons. The Original Reporting Persons, Theresa Siracusano ("TS") and
Carole Buck ("CB"), collectively, are referred to herein as the Reporting
Persons.
This third amendment to Schedule 13D relates to the common stock, $0.01
par value per share ("Common Stock") of Video Services Corporation (formerly
known as International Post Limited), a Delaware corporation ("Video" or
"Issuer"). The address of the principal executive offices of the Issuer is 240
Pegasus Avenue, Northvale, New Jersey 07647.
All capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to such terms in the original Schedule 13D and the
amendments thereto previously filed with the SEC.
Item 2. Identity and Background.
Item 2 is amended and supplemented as follows:
This Schedule 13D Amendment is being filed jointly on behalf of the
Reporting Persons.
The principal residence address of LS and TS is 4 Conklin Lane,
Rockleigh, New Jersey 07647. The principal occupation of TS is home maker.
The principal residence address of CB is 2 Deerburn Court, Florham
Park, New Jersey 07932. The principal occupation of CB is home maker.
None of the Reporting Persons has, during the past five 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.
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Each of the Reporting Persons is a citizen of the United States of
America.
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
The purpose of entering into the Canavan Option (as defined and more
fully described in Item 6) was to compensate a Video employee.
The LS Transfers (as defined and described in Item 6) were made for
estate planning purposes.
The DB Transfer (as defined and described in Item 6) was made for
estate planning purposes.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
(a) - (b) On the date hereof, the Reporting Persons may be deemed to
beneficially own 6,682,055 shares of Video Common Stock, representing
approximately 50.38% of the Video Common Stock outstanding (based on 13,264,307
shares of Video Common Stock stated to be outstanding as of February 12, 1999,
as represented by Video in its 10-Q/A filing filed with the SEC on February 15,
1999).
LS has sole voting power and sole dispositive power of 2,807,992 shares
of Video Common Stock. LS disclaims beneficial ownership of all shares of Video
Common Stock held by the other Reporting Persons, and this statement shall not
be deemed to be an admission that LS is the beneficial owner of such shares for
purposes of Section 13(d) or for any other purpose.
AF has sole voting power and sole dispositive power of 3,050,382 shares
of Video Common Stock. AF disclaims beneficial ownership of all shares of Video
Common Stock held by the other Reporting Persons, and this statement shall not
be deemed to be an admission that AF is the beneficial owner of such shares for
purposes of Section 13(d) or for any other purpose.
DB has sole voting power and sole dispositive power of 438,681 shares
of Video Common Stock. DB disclaims beneficial ownership of all shares of Video
Common Stock held by the other Reporting Persons, and this statement shall not
be deemed to be an admission that DB is the beneficial owner of such shares for
purposes of Section 13(d) or for any other purpose.
TS has sole voting power and sole dispositive power of 300,000 shares
of Video Common Stock. TS disclaims beneficial ownership of all shares of Video
Common Stock held by the other Reporting Persons, and this statement shall not
be deemed to be an admission that TS is the
<PAGE>
beneficial owner of such shares for purposes of Section 13(d) or for any other
purpose.
CB has sole voting power and sole dispositive power of 85,000 shares of
Video Common Stock. CB disclaims beneficial ownership of all shares of Video
Common Stock held by the other Reporting Persons, and this statement shall not
be deemed to be an admission that CB is the beneficial owner of such shares for
purposes of Section 13(d) or for any other purpose.
(c) As of July 13, 1998, the Original Reporting Persons entered into
the Canavan Option (as defined and more fully described in Item 6).
On September 25, 1998, LS made the First Transfer. On December 28,
1998, LS made the Second Transfer. On March 2, 1999, LS made the Third Transfer
(each of the forgoing transfers as defined and more fully described in Item 6).
On April 16, 1998, DB made the First Sale. On April 20, 1998, DB made
the Second Sale and the Third Sale (each of the foregoing sales as defined and
more fully described in Item 6).
On March 22, 1999, DB made the DB Transfer (as defined and more fully
described in Item 6).
(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 Video Common
Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is supplemented as follows:
The Original Reporting Persons entered into an option agreement, dated
as of July 13, 1998, with Thomas G. Canavan (the "Canavan Option") pursuant to
which Thomas G. Canavan was granted an option to purchase 100,000 shares of
Video Common Stock. 48,720 of these shares of Video Common Stock subject to the
Canavan Option are owned by LS. 48,720 of these shares of Video Common Stock
subject to the Canavan Option are owned by AF. 2,560 of these shares of Video
Common Stock subject to the Canavan Option are owned by DB.
The Canavan Option referred to in this Item 6 and in Items 4 and 5 of
this Schedule 13D is incorporated herein in its entirety by reference and the
descriptions of the agreement are qualified by the agreement itself which
attached hereto as Exhibit 17.
On September 25, 1998, LS gratuitously transferred 39,990 shares of
Video Common Stock to the following irrevocable trusts for the benefit of
certain family members: Louis H.
<PAGE>
Siracusano, Jr. Trust (4,245 shares); Leigh Anne Siracusano Trust (6,300
shares); Christopher M. Ferguson Trust (6,300 shares); Louis H. Siracusano, III
Trust (6,300 shares); Laura D. Siracusano Trust (4,245 shares); Victoria Monell
Trust (6,300 shares); and Lucian Fiore Trust (6,300 shares) (the "First
Transfer"). This transaction was effected privately. At the time of the
transfer, the price per share of Video Common Stock was $2.75.
On December 28, 1998, LS gratuitously transferred 5,000 shares of Video
Common Stock to the following irrevocable trusts for the benefit of certain
family members: Louis H. Siracusano, Jr. Trust (2,500 shares) and Laura D.
Siracusano Trust (2,500 shares) (the "Second Transfer"). This transaction was
effected privately. At the time of the transfer, the price per share of Video
Common Stock was $2.75.
On March 2, 1999, LS gratuitously transferred 300,000 shares of Video
Common Stock to his wife, TS (the "Third Transfer" and collectively with the
First Transfer and the Second Transfer, the "LS Transfers"). This transaction
was effected privately. At the time of the transfer, the price per share of
Video Common Stock was $2.125.
On April 16, 1998, DB sold 500 shares of Video Common Stock at a price
of $4.25 per share (the "First Sale"). On April 20, 1998, DB sold 1,000 shares
of Video Common Stock at a price of $4.125 per share (the "Second Sale"). On
April 20, 1998 DB sold 500 shares of Video Common Stock at a price of $4.00 per
share (the "Third Sale" and collectively with the First Sale and the Second
Sale, the "DB Sales"). Each of the foregoing sales were effected on the American
Stock Exchange.
On March 22, 1999, DB gratuitously transferred 85,000 shares of Video
Common Stock to his wife, CB (the "DB Transfer"). This transaction was effected
privately. At the time of the transfer, the price per share of Video Common
Stock was $2.375.
Item 7. Materials to be Filed as Exhibits.
Item 7 is supplemented as follows:
Exhibit 16. Amended and Restated Joint Filing Agreement, dated the
date hereof, by and among Louis H. Siracusano, Arnold P. Ferolito, Donald H.
Buck, Theresa Siracusano and Carole Buck.
Exhibit 17. Stock Option Agreement dated as of July 13, 1998 among
Louis H. Siracusano, Arnold P. Ferolito, Donald H. Buck and Thomas G. Canavan.
<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: April 5, 1999
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
/s/ Theresa Siracusano
Theresa Siracusano
/s/ Carole Buck
Carole Buck
Exhibit 16
AMENDED AND RESTATED
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, each of the persons named below agree to the joint
filing of a statement on Schedule 13D, including amendments thereto, with
respect to the common stock, .01 par value per share, of Video Services
Corporation, and further agree that this Amended and Restated Joint Filing
Agreement be included as an exhibit to such filings, provided that, as
contemplated by Section 13d-1(k)(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 Amended and Restated Joint Filing Agreement may be
executed in any number of counterparts, all of which collectively shall
constitute one and the same instrument.
Dated: April 5, 1999
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
/s/ Theresa Siracusano
Theresa Siracusano
/s/ Carole Buck
Carole Buck
Exhibit 17
(Thomas G. Canavan)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of July 13, 1998 is made by and between Louis H.
Siracusano, Arnold P. Ferolito and Donald H. Buck (each, a "Stockholder and
collectively, the "Stockholders") and Thomas G. Canavan (the "Optionee").
WHEREAS, the Stockholders desire to grant an option to Optionee to purchase
shares of common stock, without par value ("Video Stock"), of Video Services
Corporation ("Video"), 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 100,000 shares of Video Stock, 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.
Number of Shares
Name of Video Stock
Louis H. Siracusano 48,720
Arnold P. Ferolito 48,720
Donald H. Buck 2,560
Section 1.2 Adjustments in Option
In the event that after the date hereof the outstanding shares of Video
Stock 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
1
<PAGE>
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 $2.6250 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 as to which the Option is being exercised, and enclosing payment for the
shares of 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
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:
Percentage of Exercise
Stockholder Applied to his Shares (the "Ratio")
Louis H. Siracusano 48.720%
Arnold P. Ferolito 48.720%
Donald H. Buck 2.560%
(e) Rights as a Stockholder. The Optionee will have no rights as a
Stockholder or otherwise with respect to any shares of Video Stock 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
2
<PAGE>
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 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 Optionee gives written notice
to all Stockholders that it desires to exercise the Option in whole or in part;
(ii) 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 underlying the Option (or purchased by the exercise thereof) would be sold
to a third party; (iii) the death of the Optionee; or (iv) the Optionee's
employment with Video is terminated, 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 clause (i) and (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 (i) and (ii)
above and the estate of any deceased Optionee shall give the Stockholders ten
(10) days written notice following any event contemplated in clause (iii) 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 a national securities exchange or other stock market, the
closing sales price 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 (i) 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.
3
<PAGE>
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 or at
such other address as each may specify by notice to the others:
To Optionee:
Thomas G. Canavan
64 Lyons Place
Westwood, NJ 07675
To the Stockholders:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
(201) 573-8660
4
<PAGE>
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.
5
<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:
Thomas G. Canavan
6
<PAGE>
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
