UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FOILMARK, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
344185103
(CUSIP Number)
Leonard A. Mintz
c/o Foilmark, Inc.
4 Mulliken Way
Newburyport, MA 01950
(978) 462-7300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 21, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (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 Rule 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 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).
CUSIP No. 344185103
<PAGE>
1. Name of Reporting Person: Leonard A. Mintz
SS or IRS Identification Number of the Above Person:
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): / /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 244,696
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 244,696 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 244,696
shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 5.9%
14. Type of Reporting Person: IN
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D of Leonard A. Mintz amends and supplements
statements his Statement on Schedule 13G dated March 3, 1995, as amended and
supplemented by Amendment No. 1 on February 10, 1996, in respect of the common
stock, $0.01 par value ("Common Stock") of Foilmark, Inc. (the "Issuer"), whose
principal executive offices are located at 4 Mulliken Way, Newburyport,
Massachusetts 01950.
Item 2. Identity and Background.
This Statement on Schedule 13D is filed by Leonard A. Mintz. The
information requested with respect to Mr. Mintz is as follows:
a. Leonard A. Mintz
b. 89 Blueberry Lane, Westwood, Massachusetts 02090
c. Director and Senior Vice President, Foilmark, Inc.
d. No
e. No
f. USA
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Pursuant to a certain Merger Agreement amongst Holopak Technologies, Inc.
("Holopak"), the Issuer and its wholly owned subsidiary, Foilmark Acquisition
Corporation (the "Subsidiary") dated as of November 17, 1998 (the "Merger
Agreement"), Holopak will be merged with and into the Subsidiary (the "Merger").
Upon the effectiveness of the Merger, holders of Holopak common stock will
receive 1.11 shares of Common Stock and $1.42 for each share of Holopak common
stock owned, subject to rounding and cash in lieu of fractional shares. The
effectiveness of the Merger is subject to conditions precedent, including the
receipt of shareholder approval of both the Issuer and Holopak, the
effectiveness of the Issuer's registration statement covering shares of Common
Stock to be issued on the Merger and the receipt of all other necessary consents
and approvals. Upon the effectiveness of the Merger, the current holders of the
issued and outstanding common stock of Holopak will own forty-seven percent
(47%) of the Common Stock of the Issuer, and current holders of the Issuer will
own fifty-three percent (53%) of the Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer.
Mr. Leonard A. Mintz is the beneficial owner of 244,696 shares of Common
Stock of the Issuer, or 5.9% of the number of total issued and outstanding
shares of Common Stock of the Issuer stated on its report on Form 10-Q for the
quarterly period ended September 30, 1998, which includes 10,000 options that
are exercisable within sixty days of the date of this Statement.
Item 6. Contracts, Arrangements, Understandings or relationships with respect to
Securities of the Issuer.
Mr. Mintz is a Director of the Issuer and presently is qualified to file a
statement on Schedule 13G in respect of his holdings of Common Stock of the
Issuer pursuant to Rule 13d-1(b)(1). Mr. Mintz is a party to a certain Voting
Agreement along with Frank J. Olsen, Jr., Martin A. Olsen, Carol J. Robie,
Florence J. Olsen and Edward Sullivan dated November 17, 1994 (the "1994
Agreement", see Exhibit 0.8 to the Issuer's Form 8-K on November 30, 1994),
which obligates the parties thereto to vote their respective shares of Common
Stock for each other as Directors of the Issuer. The Merger Agreement requires
that the 1994 Agreement be terminated concurrently with the effectiveness of the
Merger. As of November 17, 1998, Holopak entered into a certain Shareholder
Agreement with certain shareholders of the Issuer (the "Holopak Agreement"),
which, severally and not jointly, obligates those parties to the Holopak
Agreement to vote their shares of Common Stock of the Issuer in favor of the
Merger. On December 21, 1998, pursuant to a certain Addendum to Shareholder
Agreement dated as of November 30, 1998, Mr. Mintz became a party to the Holopak
Agreement. (Copies of the Holopak Agreement and the Addendum are filed herewith
as Exhibits 1 and 2, respectively, and are incorporated herein by reference.)
Item 7. Material to be Filed as Exhibits.
Document Exhibit No.
Shareholder Agreement by and between Holopak 1
Technologies, Inc. and Martin A. Olsen,
Frank J. Olsen, Jr., Wilhelm Kutsch, Philip Leibel,
Carol J. Robie, Edward Sullivan, Michael Foster,
Thomas Schwarz, Kenneth Harris and Leonard A. Mintz
dated as of November 17, 1998
Addendum to Shareholder Agreement by and between Holopak 2
Technologies, Inc. and Leonard A. Mintz dated as of
November 30, 1998
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct.
Dated: December 23, 1998 /s/ Leonard A. Mintz
_________________________
Leonard A. Mintz
<PAGE>
EXHIBIT 1
SHAREHOLDER AGREEMENT, dated as of November 17, 1998, among HOLOPAK
TECHNOLOGIES, INC, a Delaware corporation ("Company"), and the persons listed on
Schedule A hereto (each a "Shareholder", and, collectively, the "Shareholders").
WHEREAS, Foilmark Inc., a Delaware corporation ("Parent"), Foilmark
Acquisition Corporation a Delaware corporation and a wholly owned subsidiary of
Parent ("Sub") and the Company, propose to enter into an Agreement and Plan of
Merger of even date herewith (as the same may be amended or supplemented, the
"Merger Agreement") providing for the merger of the Company with and into Sub
(the "Merger");
WHEREAS, defined terms used herein and not elsewhere defined shall have the
meaning ascribed to such terms in the Merger Agreement;
WHEREAS, each Shareholder is the owner of the number of shares of Parent
Common Stock set forth opposite such Shareholder's name on Schedule A hereto;
such shares of Parent Common Stock, as such shares may be adjusted by stock
dividend, stock split, recapitalization, combination or exchange of shares,
merger, consolidation, reorganization or other change or transaction of or by
the Company, together with shares of Parent Common Stock that may be acquired
after the date hereof by such Shareholder, including shares of Parent Common
Stock issuable upon the exercise of options to purchase Parent Common Stock (as
the same may be adjusted as aforesaid), being collectively referred to herein as
the "Shares"; and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, the Company has requested that the Shareholders enter into this
Agreement;
NOW, THEREFORE, to induce the Company to enter in to, and in consideration
of their entering into, the Merger Agreement, and in consideration of the
premises and the representations, warranties and agreements contained herein,
the parties agree as follows:
1. Representations and Warranties of the Shareholders. Each Shareholder
hereby, severally and not jointly, represents and warrants to the Company as
follows:
(a) Authority. The Shareholder has all requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by the Shareholder. This Agreement has been duly executed and
delivered by the Shareholder and, assuming this Agreement constitutes a valid
and binding obligation of the Company, constitutes a valid and binding
obligation of the Shareholder enforceable against the Shareholder in accordance
with its terms, except as such enforcement may be limited by general equitable
principles and bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of creditors generally. Except for the expiration or
termination of the waiting periods, if any, under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), filings with the
Securities and Exchange Commission and as set forth in Section 5.21 of the
Foilmark Disclosure Memorandum, neither the execution, delivery or performance
of this Agreement by the Shareholder nor the consummation by the Shareholder of
the transactions contemplated hereby will (i) require any filing with, or
permit, authorization, consent or approval of, any federal, state or local
government or any court, tribunal, administrative agency or commission or other
governmental or regulatory authority or agency, domestic or foreign (a
"Governmental Entity"), (ii) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default under, or give
rise to any right of termination, amendment, cancellation or acceleration under,
or result in the creation of any pledge, claim, lien, charge, encumbrance or
security interest of any kind or nature whatsoever (a "Lien") upon any of the
properties or assets of the Shareholder under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, permit,
concession, franchise, contract, agreement or other instrument or obligation (a
"Contract") to which the Shareholder is a party or by which the Shareholder or
any of the Shareholder's properties or assets, including the Shareholder's
Shares, may be bound or (iii) knowingly violate any judgment, order, writ,
preliminary or permanent injunction or decree (an "Order") or any statue, law,
ordinance, regulation of any Governmental Entity (a "Law") applicable to the
Shareholder or any of the Shareholder's properties or assets, including the
Shareholder's Shares.
(b) The Shares. The Shareholder's Shares and the certificates representing
such Shares are now, and at all times during the term hereof will be, held by
such Shareholder, or by a nominee or custodian for the benefit of such
Shareholder, and the Shareholder has good and marketable title to such Shares,
free and clear of any Liens, proxies, voting trusts or agreements,
understandings or arrangements, except for any such Liens or proxies arising
hereunder. The Shareholder owns shares of Parent Common Stock other than such
Shareholder's Shares and shares of Parent Common Stock issuable upon the
exercise of Parent Stock Options.
(c) Brokers. No broker, investment banker, financial advisor or other
person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of such Shareholder.
(d) Merger Agreement. The Shareholder understands and acknowledges that
Parent is entering into, and causing Sub to enter into, the Merger Agreement in
reliance upon the Shareholder's execution and delivery of this Agreement.
2. Covenants of the Shareholders. Each Shareholder, severally and not
jointly, agrees as follows:
(a) Until the earlier to occur of the Effective Time or the termination of
the Merger Agreement, the Shareholder shall not, except as contemplated by the
terms of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose
of, or enter into any Contract, option or other arrangement (including any
profit sharing arrangement) or understanding with respect to the sale, transfer,
pledge, assignment or other disposition of, the Shares to any person other than
the Company (except for a transfer of Shares to a trust which unconditionally
and irrevocably agrees to be bound by the terms of this Agreement with respect
to the Shares being transferred), (ii) enter into any voting arrangement,
whether by proxy, voting agreement, voting trust, power of attorney or
otherwise, with respect to the Shares except as provided herein or (iii) take
any other action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated
hereby.
(b) Until the Effective Time or termination of this Agreement in accordance
with its terms, the Shareholder shall not, and the Shareholder shall use its
reasonable best efforts to cause any of its investment bankers, financial
advisers, attorneys, accountants or other representatives not to, directly or
indirectly (i) solicit, initiate or encourage (including by way of furnishing
information), or take any other action designed to facilitate, any inquiries or
the making of any proposal which constitutes, or may reasonably be expected to
lead to, any Acquisition Transaction Proposal involving the Parent or (ii)
participate in any discussions or negotiations regarding any such Acquisition
Transaction Proposal. Shareholder shall notify the Company orally and in writing
of any such proposals or inquiries relating to the purchase or acquisition of
Shares (including, without limitation, the terms and conditions thereof and the
identity of the person making it), within 24 hours of the receipt thereof.
Shareholder shall, and shall use its reasonable best efforts to cause its
investment bankers, financial advisors, attorneys, accountants or other
representatives or agents to, immediately cease and cause to be terminated all
existing activities, discussions and negotiations, if any, with any parties
conducted heretofore with respect to any Acquisition Transaction Proposal
relating to the Parent, other than discussions or negotiations with the Company.
(c) During the period commencing on the date hereof and continuing until
the first to occur of (i) the Effective Time and (ii) termination of this
Agreement in accordance with its terms, at any meeting of shareholders of the
Parent called to vote upon the Merger and the Merger Agreement or at any
adjournment thereof or in any other circumstances upon which a vote, consent or
other approval (including by written consent) with respect to the Merger and the
Merger Agreement is sought, each Shareholder shall, including by initiating a
written consent solicitation if requested by Company, vote (or cause to be
voted) such Shareholder's Shares in favor of the Merger, the adoption by Parent
of the Merger Agreement and the approval of the other transactions contemplated
by the Merger Agreement. During the period commencing on the date hereof and
continuing until the first to occur of (i) the Effective Time and (ii)
termination of this Agreement in accordance with its terms, at any meeting of
shareholders of the Parent or at any adjournment thereof or in any other
circumstances upon which the Shareholder's vote, consent or other approval is
sought, such Shareholder shall vote (or cause to be voted) such Shareholder's
Shares against (i) any merger agreement or merger (other than the Merger
Agreement and the Merger ), consolidation, combination, sale of all or
substantially all assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by the Company or any other Acquisition
Transaction Proposal (collectively, "Alternative Transactions") or (ii) any
amendment of the Parent's Certificate of Incorporation or By-laws or other
action involving the Parent or any of its Subsidiaries, which amendment or other
proposal or transaction would reasonably be expected to delay, postpone, impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of the
other transaction contemplated by the Merger Agreement (collectively,
"Frustrating Transactions").
3. Fiduciary Duty. Notwithstanding the restrictions set forth in Section
2(b) hereof, any person who is a director or officer of the Parent may take such
action in furtherance of the exercise of his fiduciary duties in his capacity as
a director or officer with respect to the Parent, as opposed to taking action
with respect to the direct or indirect ownership of any Shares, and no such
action in furtherance of the exercise of fiduciary duties shall be deemed to be
a breach of, or a violation of the restrictions set forth in Section 2(b) hereof
and the Shareholders shall not have any liability hereunder for any such action
in furtherance of the exercise of fiduciary duties by such person in his
capacity as a director or officer of the Company.
4. Further Assurances. Each Shareholder will, from time to time, execute
and deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements, consents and other instruments as the
Company may reasonably request for the purpose of effectively carrying out the
transactions contemplated by this Agreement and to vest the power to vote such
Shareholder's Shares as contemplated by Section 3. The Company agrees to use
reasonable efforts to take, or cause to be taken, all actions necessary to
comply promptly with all legal requirements that may be imposed with respect to
the transactions contemplated by this Agreement (including legal requirements of
the HSR Act, if any).
5. Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties without the prior
written consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns. Each Shareholder agrees
that this Agreement and the obligations of such Shareholder hereunder shall
attach to such Shareholder's Shares and shall be binding upon any person or
entity to which legal or beneficial ownership of such Shares shall pass, whether
by operation of law or otherwise, including without limitation such
Shareholder's heirs, guardians, administrators or successors.
6. Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon the earliest of (a) the date upon which
the Merger Agreement is terminated pursuant to Section 10.1(a), (d) or (e)
thereof, (b) the Effective Time and (c) April 30, 1999.
7. Stop Transfer. The Parent agrees with, and covenants to, the Company
that the Parent shall not register the transfer of any certificate representing
any Shareholder's Shares unless such transfer is made in accordance with the
terms of this Agreement.
8. General Provisions.
(a) Payments. All payments required to be made to any party to this
Agreement shall be made by wire transfer of immediately available funds to an
account designated by such party at least one trading day prior to such payment.
(b) Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expense.
(c) Amendments. This Agreement may not be amended except by an instrument
in writing signed by each of the parties hereto.
(d) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed), sent by overnight courier (providing proof of delivery ) or mailed
by registered or certified mail (returned receipt requested) to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):
(i) if to the Company, to
Holopak Technologies, Inc.
9 Cotters Lane
P.O. Box 538
East Brunswick, NJ 08816
Attention: James L. Rooney, President
Telecopy No: 732-238-9460
with a copy to:
Battle Fowler, LLP
75 East 55th Street
New York, New York 10022
Attention: Carl A. de Brito, Esq.
Telecopy No: (212) 856-7818 and
(ii) if to a Shareholder, to the address set forth under the name of such
Shareholder on Schedule A hereto
with a copy to:
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, RI 02903
Attention: Stephen J. Carlotti, Esq.
Telecopy No: (401) 277-9600
(e) Interpretation. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Wherever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation".
(f) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
(g) Entire Agreements; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) is not intended to confer upon any person other than the parties hereto
any rights or remedies hereunder.
(h) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware without regard to any
applicable conflicts of law.
(i) Publicity. Except as otherwise required by law, court process or the
rules of a national securities exchange or the Nasdaq National Market or as
contemplated or provided in the Merger Agreement, for so long as this Agreement
is in effect, neither any Shareholder nor the Company shall issue or cause the
publication of any press release or other public announcement with respect to
the transactions contemplated by this Agreement or the Merger Agreement without
the consent of the other parties, which consent shall not be unreasonably
withheld.
9. Shareholder Capacity. No person executing this Agreement who is or
becomes during the term hereof a director of officer of the Parent makes any
agreement or understanding herein in his or her capacity as such director or
officer. Each Shareholder signs solely in his or her capacity as the record
holder and beneficial owner of, or the trustee of a trust whose beneficiaries
are the beneficial owners of, such Shareholder's Shares and nothing herein shall
limit or affect any actions taken by a Shareholder in its capacity as an officer
or director of the Parent to the extent permitted by the Merger Agreement.
10. Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitle to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in court of the United States located
in the State of Delaware or any Delaware State court, this being in addition to
any other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto waives any right to trial by jury with respect to any
claim or proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its officer thereunto duly authorized and each Shareholder has signed this
Agreement, all as of the date firs written above.
HOLOPAK TECHNOLOGIES, INC.
By /s/ James L. Rooney
Name: James L. Rooney
Title: President and CEO
SHAREHOLDERS
/s/ Martin A. Olsen
Name: Martin A. Olsen
/s/ Frank J. Olsen, Jr.
Name: Frank J. Olsen, Jr.
Name: Leonard Mintz
/s/ Wilhelm Kutsch
Name: Wilhelm Kutsch
/s/ Philip Leibel
Name: Philip Leibel
/s/ Carol Robie
Name: Carol Robie
/s/ Edward Sullivan
Name: Edward Sullivan
/s/ Michael Foster
Name: Michael Foster
/s/ Thomas Schwarz
Name: Thomas Schwarz
/s/ Kenneth Harris
Name: Kenneth Harris
ACKNOWLEDGED
TO AS TO SECTION 7:
FOILMARK, INC.
By /s/ Frank J. Olsen, Jr.
Name: Frank J. Olsen, Jr.
Title: President and CEO
<PAGE>
SCHEDULE A
NAME AND ADDRESS OF NUMBER OF NUMBER OF SHARES
SHAREHOLDER SHARES UNDERLYING OPTIONS(1)
Martin A. Olsen 527,477
3299 Old Barn Road East
Ponte Vedra Beach, FL 32082
Frank J. Olsen, Jr. 490,659 67,667
13 Country Farm Road
Stratham, NH 03885
Leonard Mintz 244,696 10,000
89 Blueberry Lane
Westwood, MA 02090
Wilhelm Kutsch 107,697 70,867
Two Pine Meadows Drive
Exeter, NH 03833
Philip Leibel 78,163 62,733
3093 Susan Road
Bellmore, NY 17710
Carol Robie 212,409 21,100
53 Munroe Drive
East Hampstead, NH 03826
Edward Sullivan 158,834 5,000
2150 Anchor Court
Newbury Park, CA 91320
Michael Foster 10,000 5,000
WPI Group, Inc.
1155 Elm Street
Manchester, NH 03101
Thomas Schwarz 5,000 5,000
60 Westcliff Road
Weston, MA 02193
Kenneth Harris 131,022 2,500
25 Hale Street
Newburyport, MA 01950
_____________________________________
(1) These options have been included in the number of shares.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its officer thereunto duly authorized and each Shareholder has signed this
Agreement, all as of the date firs written above.
HOLOPAK TECHNOLOGIES, INC.
__________________________________
Name: James L. Rooney
Title: President and CEO
SHAREHOLDERS
__________________________________
Name: Martin A. Olsen
__________________________________
Name: Frank J. Olsen, Jr.
/s/ Leonard Mintz
Name: Leonard Mintz
__________________________________
Name: Wilhelm Kutsch
__________________________________
Name: Philip Leibel
__________________________________
Name: Carol Robie
__________________________________
Name: Edward Sullivan
<PAGE>
EXHIBIT 2
ADDENDUM TO
SHAREHOLDER AGREEMENT
This Addendum to the Shareholder Agreement (the "Agreement") dated as of
November 17, 1998 by and among Holopak Technologies, Inc. ("Holopak") and
certain stockholders of Foilmark, Inc. ("Foilmark") is executed and delivered by
each of the undersigned. This Addendum shall be effective as of November 17,
1998. The undersigned security holder of Foilmark (the "Stockholder") hereby
agrees to be bound by the terms and obligations of the Agreement as if he were
an original signatory thereto. Holopak hereby acknowledges and agrees that the
Stockholder shall be bound by the terms and obligations of the Agreement
effective as of November 17, 1998.
This Addendum may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one
document.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Addendum as of this 30th day of November, 1998.
HOLOPAK TECHNOLOGIES, INC.
By: /s/ James L. Rooney
Name: James L. Rooney,
Title: President
By: /s/ Leonard A. Mintz
Leonard A. Mintz
