UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FiberCore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
31563B109
--------------
(CUSIP Number)
Bruce S. Coleman, Esq.
Coleman & Rhine LLP
1120 Avenue of the Americas
New York, New York 10036
212-840-3330
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 14, 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 this statement [x]. A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class).
(See Rule 13d-7.)
Note: Six copies of this document, 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 should 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>
SCHEDULE 13D
CUSIP No. 31563B109 Page 2 of 7 Pages
------------ ---------- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TechMan International Corp. #04-2766019
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,597,017
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,597,017
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,597,017
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 7.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 31563B109 Page 3 of 7 Pages
------------ ---------- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M. Mahmud Awan ####-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,597,017
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,597,017
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,597,017
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
3
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $0.001 par value per share
(the "Common Stock") of FiberCore, Inc. (the "Issuer" or the "Company"), a
Nevada corporation with its principal executive office at 174 Charlton Road,
Sturbridge, Massachusetts 01566.
Item 2. Identity and Background.
(a)-(f)
This is a joint statement being filed by TechMan International Corp.
("TechMan") and M. Mahmud Awan (the "Reporting Persons").
TechMan is a Massachusetts corporation whose address is 240 Strubridge
Road, Box 727, Charlton City, MA 01508. M. Mahmud Awan is a United States
citizen residing at 55 Whittmore Road, Sturbridge, MA 01566 and he is the
Chairman, Chief Executive Officer and sole shareholder of TechMan and a director
of the Company.
During the last five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such persons
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities law or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
TechMan, using its working capital, acquired 1,046,321 shares of the
Company's common stock, $.001 par value (the "Common Stock") and received common
stock purchase warrants to purchase an additional 550,696 shares of Common
Stock. Techman received 1,000,000 additional common stock purchase warrants in
connection with a Distributor Agreement entered into with the Company to sell
the Company's products in the Middle East. Such Distributor Agreement provides
for TechMan to receive up to 1,000,000 shares of Common Stock for Company sales
generated by TechMan of up to $200,000,000. As sole shareholder of Techman, M.
Mahmud Awan is the beneficial owner of the securities of the Company owned by
Techman. M. Mahmud Awan does not have any direct ownership of Company
securities.
4
<PAGE>
Item 4. Purpose of the Transaction.
TechMan acquired the securities of the Issuer for investment.
The Reporting Persons may, in the future, acquire additional securities
of the Issuer, through open market purchases, or otherwise. Similarly, the
Reporting Persons may in the future dispose of securities of the Issuer, through
sales on the open market or otherwise. TechMan was named as a "Selling
Securityholder" in a Registration Statement on Form S-1 (file no. 333-10319)
(the "Registration Statement"), which Registration Statement was declared
effective by the Securities and Exchange Commission on January 14, 1997. TechMan
may sell, pledge or otherwise dispose of the securities of the Issuer pursuant
to the registration Statement. TechMan has no current plans with respect to the
foregoing.
The Reporting Persons have no current plans or proposals with respect
to:
(i) Any extraordinary corporate transaction relating to the Issuer or
any of its subsidiaries;
(ii) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of the
Issuer; provided, however, that as M. Mahmud Awan is a director of the Issuer,
M. Mahmud Awan has been involved in discussions regarding the possible expansion
of the Issuer's Board of Directors to include an independent, non-employee
director;
(iv) Any material change in the present capitalization of the Issuer;
(v) Any other material change in Issuer's business or corporate
structure;
(vi) Any changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(vii) Causing a class of securities of the Issuer to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
5
<PAGE>
(viii) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(ix) any similar action to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own 2,597,017 shares of Common
Stock, or 7.0% of the Common Stock of the Company.
(b) TechMan has sole voting and dispositive power with respect to
2,597,017 shares of Common Stock, or 7.0% of the Common Stock of the Company.
TechMan has shared voting and dispositive power with respect to no shares of
Common Stock, or 0.0% of the Common Stock of the Company. As sole shareholder of
TechMan, M. Mahmud Awan is the beneficial owner of the securities of the Company
owned by TechMan.
Item 6. Contracts, Arrangements, Understandings or
Relationships With respect to Securities of the Issuer.
On November 27, 1996, M. Mahmud Awan entered into a Voting Agreement
(the "Voting Agreement") with Mohd A. Aslami, Chuck DeLuca and AMP Incorporated
pursuant to which the parties agreed to vote together to elect a slate of
directors for the Board of Directors of the Company. The combined voting power
of the four is 21,005,775 shares of Common Stock, or 48.6% of the Common Stock
of the Company. The Voting Agreement does not require the parties to vote
together on any other matter. Reference is made to the full text of the Voting
Agreement, attached as an Exhibit hereto, for the complete terms thereof.
Item 7. Exhibits.
The following document is being filed herewith as an Exhibit:
1. Distributor Agreement between the FiberCore, Inc. and Techman
International Corp. dated November 1, 1995.
2. Voting Agreement dated as of November 27, 1996, among Mohd A. Aslami,
Charles DeLuca, M. Mahmud Awan and AMP Incorporated.
6
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 5, 1997
TECHMAN INTERNATIONAL CORP.
By: /s/ M. Mahmud Awan
--------------------------
M. Mahmud Awan
/s/ M. Mahmud Awan
--------------------------
M. Mahmud Awan
7
DISTRIBUTOR AGREEMENT
THIS AGREEMENT, Entered into as of the 1st day of November, 1995 by and between
FiberCore, a corporation organized and existing under the laws of the State of
Nevada, and having its principal place of business in Sturbridge, Massachusetts,
hereinafter referred to as the "Company" and
TechMan International Corp.
------------------------------
B-727 TechMan Center Route 20
------------------------------
Charlton City, MA 01508
------------------------------
TEL. 508-248-3211 FAX: 3113
------------------------------
hereinafter referred to as the "Distributor/Representative"
IN CONSIDERATION of the promises and of the mutual covenants and agreements
hereinafter set forth, the parties to this Agreement hereby covenant and agree
as follows:
1. APPOINTMENT AS DISTRIBUTOR - The Company hereby appoints the Distributor to
solicit orders for the purchase of its products enumerated in Section 1 of
the attached Exhibit A within the Territory described in Section 2 of the
attached Exhibit A, from the class of customers set forth in Section 3 of
the attached Exhibit A; and the Representative hereby accepts such
appointment upon and subject to the terms and conditions herein contained.
2. LIMITED AUTHORITY - DISTRIBUTOR/REPRESENTATIVE-
(a) The Distributor/Representative shall solicit orders at such prices
and terms as may be established and set forth in quotations offered
and released by the Company from time to time.
(b) The Distributor/Representative shall have no authority to accept
orders on behalf of the Company or to commit said Company to the sale
or delivery of any products and all solicitations of orders shall be
made with the understanding that they are subject to acceptance by
the Company.
(c) The Distributor/Representative shall make only such representations
as to quality capacity, expected life or duration, and similar
representations, with respect to the products on which orders may be
solicited only in accordance with the Company's
1
<PAGE>
policies and/or sales terms and conditions in effect, or as may be
authorized in writing by the Company from time to time.
3. ACCEPTANCE OF ORDERS - COMPANY DISCRETION -
(a) The Company reserves the right to approve or disapprove, and to
accept or reject any such orders for any reason whatsoever, upon
receipt of such orders, and no order shall be effective unless and
until it is accepted in writing.
(b) The disapproval or rejection of any order for any reason whatsoever
shall not vest any right in the Distributor/Representative with
respect to compensation, and the Distributor/Representative's right
to compensation shall be governed by the particular provisions
elsewhere in this Agreement.
4. THE TERMS AND CONDITIONS FOR COMPENSATION -
(a) The Distributor/Representative shall be entitled to a rate of
commission designated in Exhibit A, Section 4 which shall be computed
on the net selling price, hereinafter defined, under the terms and
conditions hereinafter set forth. Such commissions shall be
compensated in full for the services of the
Distributor/Representative.
(b) Subject to paragraphs 1 and 2 and subparagraph (d) herein, the
Distributor/Repesentative shall be entitled to the designated rate of
commission on all sales consummated, as a result of the solicitations
of orders by the Distributor/Representative on products enumerated in
the attached Exhibit A, within the Territory set forth in said
Exhibit A, and from the class of customers of which the
Distributor/Representative is entitled to solicit, as indicated in
said Exhibit A.
(c) Subject to paragraphs 1 and 2 and subparagraph (d), the
Distributor/Representative shall also be entitled to the designated
rate of commission on all sales consummated as a result of direct
orders received by the Company on products enumerated in the attached
Exhibit A, within the Territory set forth in said Exhibit A, from the
class of customers of which the Distributor/Representative is
entitled to solicit, as indicated in said Exhibit A.
(d) The Distributor/Representative shall be entitled to the rate of
commission designated in Exhibit A section 4 for order of erection of
a new plant and innovation of already existing plant thru a order by
the Distributor/Representative or thru a direct order within
territory and class of customers set forth in Exhibit A Section 2&3.
The Distributor/Representative shall be entitled to the rate of
commission designated in Exhibit A section 4 for the orders of
Telecommunications equipment supplied by the company or other
companies through orders by the
2
<PAGE>
Distributor/Representative or thru a direct order within the
territory and class of customers set forth in Exhibit A section 2&3.
(e) Should more than one independent Distributor/Representative of the
Company be involved in sales or cause a sale to be concluded because
of his efforts in territory of another, the Company shall have the
right to decide on the split of the commission between the
Distributor/Representatives involved.
(f) All commissions shall be due and payable no later than thirty (30)
days after actual receipt of payments by the Company for the
products sold.
(g) For the purpose of this Agreement, the term "net selling price" as
used in subparagraph (a) above, is defined as the gross selling price
of the products stated in the attached Exhibit A, reduced by the
amounts of discounts, allowances, cancellations, returns, packing
charges, shipping charges, taxes, duties, or service charges of any
nature whatsoever.
(h) It is further understood and agreed that competition or other
circumstances beyond the control of the Company or of the
Distributor/Representative may make it advisable and desirable to
reduce the commissions payable to the Distributor/Representatives. In
such event, the Company and the Distributor/Representative may, by
mutual agreement in writing, reduce the amount of commission payable
on any order without affecting the provisions of the Agreement in any
other way.
(i) It is further understood and agreed between the Company and the
Distributor/Representative that no commission or other payment,
applicable to orders accepted by the Company after the date of
termination of this Agreement, shall be due to the
Distributor/Representative. Commissions applicable to orders accepted
by the Company prior to the termination of the Agreement shall be
paid to the Distributor/Representative after termination of this
Agreement. Notwithstanding the above no payment of commissions shall
be made after the effective date of termination if the termination
was caused by a breach of this Agreement of the part of the
Distributor/Representative, or for just cause; as defined in
paragraph 15(c).
5. BILLING OF PURCHASERS - All products for which orders are accepted by the
Company will be shipped and billed by the Company directly to the
purchaser. All payments shall be made directly to the Company. The
Distributor/Representative shall have no authority to make collections from
purchasers, but shall assist the Company upon its request in the collection
of over-due accounts by making available to the Company data regarding such
purchasers to which the Distributor/Representative may reasonably have
access.
3
<PAGE>
6. OTHER OBLIGATIONS OF THE DISTRIBUTOR/REPRESENTATIVE - The
Distributor/Representative shall:
(a) Use his best effort to promote the sale of the Company's products
within his assigned territory.
(b) Handle no other products which in the opinion of the Company are
competititive with those of the Company without obtaining the prior
written consent of the Company, nor place itself in a position of
adverse interest or divided loyalty. In the event the
Distributor/Representative should take on a line which in the
Company's opinion is competitive to its products, without previously
obtaining the Company's consent, the Distributor/Representative will
discontinue the handling of such competitive line upon receiving due
notice from the Company. If the Distributor/Representative fails to
discontinue the handling of such competitive line within five (5)
days after such notification, or such longer period as may be granted
by the Company, he shall forfeit all right and claim to any
compensation accrued, and any terminations as a result of such
conflict of interest shall be considered a termination for just
cause. The Company shall be the sole judge as to whether a conflict
of interest exists. The Distributor/Representatives shall disclose to
the Company any new agreement it has entered with another party for
the solicitation of orders, or as a factory representative or sales
agent for products similar in design or functional use to that made
by the Company.
The provisions of this subparagraph shall also apply if the
Distributor/Representative or any of his agents or employees secures
an interest in excess of one percent (1%) in a company which, in the
Company's opinion, constitutes a conflict of interest.
(c) Furnish the Company, upon request, with all information that said
Distributor/Representative may from time to time acquire relative to
the credit rating and financial position of any of the
Distributor/Representative's accounts for the Company's products.
(d) Furnish to the Company upon request, appropriate reports to the sales
made pursuant to this Agreement, and any other information relating
to the operation of this Agreement, including but not limited to the
market conditions for the products of the Company within the
Territory governed by this Agreement.
7. OBLIGATIONS OF THE COMPANY - The Company shall from time to time:
(a) Deliver the Distributor/Representative samples of its products in
such an amount and of such a character as it may deem fit.
4
<PAGE>
(b) Designate in writing the selling prices at which its said products
may be offered for sale by the Representative.
(c) Supply the Representative with its current catalogs and regular
literature without charge.
8. EFFECT ON UNWRITTEN AND UNSIGNED AGREEMENTS - No agreement or other
understanding in any way modifying the conditions of this Agreement shall
be binding upon the Company or the Distributor/Representative unless made
in writing and signed by them or their authorized representatives.
9. GENERAL RELATIONSHIP-
(a) The Distributor/Representative agrees that in all matters relating to
this Agreement he shall be acting as an independent contractor; that
neither the Distributor/Representative nor his employees are
employees of the Company under the meaning or application of any
Federal or State Unemployment Insurance Laws, or Old Age Benefit Law,
or other Social Security Laws, or any Workmen's Compensation or
Industrial Law, or otherwise; and that the Distributor/Representative
agrees to assume all liabilities or obligations imposed by any one or
more of such laws, with respect to his employees in the performance
of this Agreement.
(b) The Distributor/Representative shall not have any authority to assume
or create any obligation, express or implied, on behalf of the
Company, and said Distributor/Representative shall have no authority
to represent the Company as agent, employee, or in any capacity other
than as hereinafter set forth. He shall conduct all of his business
in his own name and not in the name of the Company.
10. ASSIGNMENT - This Agreement constitutes a personal contract which may not
be transferred or assigned by the Distributor/Representative without the
prior written consent of the Company. This contract shall be binding upon
the successors or assignees of the Company.
11. CONFIDENTIAL INFORMATION - In addition to compliance by the
Distributor/Representative with the obligations imposed by the U.S.
Espionage Law, Sabotage Law and other U.S. Government security laws, or
Industrial Security Regulations (1) The Distributor/Representative agrees
to keep in strictest confidence all information identified as secret or
confidential, or which, from the circumstances, in good faith and good
conscience ought to be treated as confidential, relating to the products
methods of manufacture or trade secrets or secret processes, price lists,
customer lists, or other information of the business affairs of the Company
which the Distributor/Representative may acquire in connection with or as a
result of the performance of this Agreement; (2) The
Distributor/Representative further agrees that, without prior written
consent of the Company, he will neither use, nor publish,
5
<PAGE>
communicate, divulge or disclose to unauthorized persons any such
information during the period of this Agreement or at any time subsequent
thereto; (3) The Distributor/Representative shall return all such
confidential information to the Company upon termination of this Agreement.
12. TERMINATION -
(a) This Agreement shall become effective as of the day and year first
above written, and shall be subject to the right of either party to
terminate the Agreement at any time by serving upon the other party
personally or by registered mail, written notice of such termination
at least thirty (30) days in advance of the intended termination date
of this Agreement, at which time all provisions of this agreement as
to sample, accounting and commission shall be complied with.
(b) Notwithstanding the above subparagraph, this Agreement may be
terminated at once by either party, without the required advance
notice, if one of the parties to this Agreement becomes involved in
bankruptcy, insolvency, or arrangement proceedings, or if either
party has committed a breach of this Agreement.
(c) This Agreement shall terminate at once without the required advance
notice, upon the Distributor/Representatives death. The Company
reserves the right to terminate this Agreement at once without the
required advance notice, if there is just cause to do so. Just cause
shall include acts of the Distributor/Representative that are
dishonest, fraudulent, a conflict of interest, or other acts of
misconduct of the Distributor/Representative. Termination at once,
under subparagraphs (b) and (c) shall be effectuated by serving upon
the Distributor/Representative either personally or by registered
mail, written notice of the termination to be effective immediately
except that no such written notice of termination shall be required
in the event of the death of the Distributor/Representative and as of
the date of such death, the Agreement shall automatically terminate.
13. ENTIRE CONTRACT - The Agreement contains all the terms and conditions
agreed upon by the parties and constitutes the only Agreement in
force and effect between the parties. Any and all Agreements for
solicitation of orders, as amended, modified or supplemented,
heretofore entered into between the parties hereto are hereby
canceled and terminated. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this
day and year first above written.
FIBERCORE, INC.
- ---------------
Charles DeLuca, Vice President
- ---------------------------------
By: /s/ Charles Deluca (L.S.) Nov. 1, 1995
- ---------------------------------
Attest: /s/ Rebecca J. Tassinari
- ---------------------------------
TECHMAN INTERNATIONAL CORP.
- ---------------------------
Dr. M. Mahmud Awan Chairman/CEO
- ---------------------------------
By: /s/ Dr. M. Mahmud Awan (L.S.) Nov. 1, 1995
- ---------------------------------
Attest: /s/ Rebecca J. Tassinari
- ---------------------------------
7
<PAGE>
EXHIBIT A
to the
DISTRIBUTOR AGREEMENT ("AGREEMENT")
between
FIBERCORE, INC.
and
TECHMAN INTERNATIONAL CORP.
---------------------------
Effective Date: 1st of November 1995
--------------------
Section 1. PRODUCTS SUBJECT TO AGREEMENT COMMISSION
Optical Fiber & Preform
Section 2. TERRITORY SUBJECT TO AGREEMENT - The Distributor/Representative
shall solicit orders in the following Territory only:
Unrestricted worldwide where FiberCore is not represented.
Section 3. CLASS OF CUSTOMERS - The Distributor/Representative shall
solicit orders from the following class of customers only:
Telecomm, CATV, LAN, MAN, WAN companies; OEM's, commercial
accounts, state and governmental agencies.
Section 4. RATE OF COMMISSION -
To be negotiated on case by case
8
<PAGE>
Section 5. COMPANY RESERVATION - The Company reserves to itself the
exclusive right to solicit the following customers directly
except customers in the Territory mentioned in Exhibit A Sec. 2
& 3.
A. All Exportors
B. All businesses in which delivery is to be made outside the United
States and its possessions.
C. All Distributors - Unless introduced by Distributor/Representatives
D. Any other businesses, groups or organizations not specifically
enumerated in Section 3 of this Exhibit A.
FIBERCORE, INC.
- ---------------
Vice President, Charles DeLuca
- ---------------------------------
By: /s/ Charles Deluca (L.S.) Nov.1,1995
- ---------------------------------
Attest: /s/ Rebecca J. Tassinari
- ---------------------------------
TECHMAN INTERNATIONAL CORP.
- ---------------------------
Chairman/CEO
- ---------------------------------
By: /s/ Dr. M. Mahmud Awan (L.S.) Nov. 1, 1995
- ---------------------------------
Attest: /s/ Rebecca J. Tassinari
- ---------------------------------
9
FIBERCORE INC.
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into this
27th day of November, 1996, by and among FIBERCORE, INC., a Nevada corporation
(the "Company"), AMP INCORPORATED, a Pennsylvania corporation ("AMP"), and Mohd
Aslami, Charles DeLuca and Dr. M. Mahmud Awan (the "Key Shareholders").
RECITAL
WHEREAS, AMP and each of the Key Shareholders hold shares of the
capital stock of the Company; and
WHEREAS, AMP and the Key Shareholders desire to provide for the future
voting of their shares of the Company's capital stock as set forth below;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
VOTING
1.1 AMP and the Key Shareholders each agree to hold all shares
of voting capital stock of the Company (including but not limited to all shares
of Common Stock issued upon exercise of Warrants) registered in their respective
names or beneficially owned by them as of the date hereof, and any and all other
securities of the Company legally or beneficially, directly or indirectly,
acquired by AMP and each of the Key Shareholders after the date hereof
(hereinafter collectively referred to as the "Shares") subject to, and to vote
the Shares in accordance with, the provisions of this Agreement.
1.2 The Company, AMP and the Key Shareholders shall consult
each other and shall vote their respective shares of the Company's voting stock
to elect the Board of Directors of the Company (the "Board") which shall consist
of: (i) one (1) nominee of AMP, (ii) three (3) nominees of the Key Shareholders,
initially to be Mohd Aslami, Charles DeLuca, and Hans Moeller, and (iii) three
(3) nominees mutually acceptable to AMP and the Key Shareholders, one of whom
shall be Dr. M. Mahmud Awan. If AMP opts not to nominate a director, the seventh
nominee shall be mutually acceptable to AMP and the Key Shareholders and shall
qualify as an "Outside Director" as defined below.
1.3 Directors who are not employees of or consultants to the
Company, except for Dr. M. Mahmud Awan, shall be defined as "Outside Directors."
The nominee of AMP shall
1.
<PAGE>
be deemed to be an Outside Director. At all times, the majority of the Board
shall consist of Outside Directors. If the number of directors on the Board
shall be increased or decreased from seven (7) directors, each of the Company,
AMP and the Key Shareholders agree to increase or decrease the number of Outside
Directors so that the majority of the Board continues to consist of Outside
Directors, provided however, that any change in the number of directors shall
not interfere with AMP's right to nominate a director.
1.4 Should an Outside Director resign, die, decide not to
stand for election or be removed, each of the Company, AMP and the Key
Shareholders agree to vote their shares for the election of a new Outside
Director.
1.5 Except as provided by this Agreement, AMP and each Key
Shareholder shall exercise the full rights of a shareholder with respect to the
Shares.
ARTICLE II
COVENANTS
2.1 At its option, AMP may elect not to nominate a
representative to the Board pursuant to Section 1.2. If AMP elects not to
appoint a nominee to the Board, the Company agrees to grant AMP the right to
have an observer at all meetings of the Board and such observer shall be
entitled to receive all notices of meetings and all information provided to the
Board including notices of actions by written consent.
2.2 Except for the AMP nominee, if any, or in the alternative
Dr. M. Mahmud Awan, each of the Outside Directors shall have been elected to the
Board for a three year term within three months of the date hereof. The AMP
nominee, if any, or in the alternative Dr. M. Mahmud Awan, shall be elected to
an initial one year term and shall be elected to a three (3) year term
thereafter.
2.3 The number of seats on the Board shall not be increased
above seven (7) without the written consent of AMP.
2.4 The Company shall maintain a classified and staggered
Board, with each director serving for a term of three years, except for the
first election after the date hereof. At such election Hans Moeller and the
nominee of AMP, if any, or if AMP chooses not to nominate a director, then Dr.
M. Mahmud Awan, shall be elected to an initial one year term ("Class I"); Mohd
Aslami and Charles DeLuca shall be elected to an initial two year term ("Class
II") and the three mutually acceptable Outside Directors shall be elected to an
initial three year term ("Class III"). Following their initial terms, directors
shall thereafter be elected to three year terms.
2.
<PAGE>
ARTICLE III
TERMINATION
3.1 This Agreement shall continue in full force and effect
from the date hereof through the earliest of the following dates, on which it
shall terminate in its entirety:
(a) the date of the closing of an underwritten public
offering of the Company's Common Stock pursuant to a registration statement
filed with, and declared effective under the Securities Act of 1933, as amended,
covering the offer and sale of the Common Stock and raising net proceeds to the
Company of at least $5,000,000; or
(b) the date as of which AMP and the Key Shareholders
hereto terminate this Agreement by mutual written consent; or
(c) the date on which all Obligations of the Company
under that certain Term Loan Agreement, dated as of November 27, 1996, by and
between AMP and the Company, have been paid in full.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 Each Key Shareholder represents and warrants to AMP that
it (a) owns the Shares free and clear of liens or encumbrances, and has not,
prior to or on the date of this Agreement, executed or delivered any proxy or
entered into any other voting agreement or similar arrangement other than one
which has expired or terminated prior to the date hereof, and (b) it has full
power and capacity to execute, deliver and perform this Agreement, which has
been duly executed and delivered by, and evidences the valid and binding
obligation of such Key Shareholder, enforceable in accordance with its terms.
ARTICLE V
MISCELLANEOUS
5.1 The parties hereto hereby declare that it is impossible to
measure in money the damages that will accrue to a party hereto or to their
heirs, personal representatives or assigns by reason of a failure to perform any
of the obligations under this Agreement and agree that the terms of this
Agreement shall be specifically enforceable. If any party hereto or his heirs,
personal representatives or assigns institutes any action or proceeding to
specifically enforce the provisions hereof, any person against whom such action
or proceeding is brought hereby waives the claim or defense therein that such
party or such personal representative has an adequate remedy at law, and such
person shall not offer in any such action or proceeding the claim or defense
that such remedy at law exists.
3.
<PAGE>
5.2 This Agreement, and the rights of the parties hereto,
shall be governed by and construed in accordance with the laws of the State of
New York as such laws apply to agreements among New York residents made and to
be performed entirely within the State of New York.
5.3 This Agreement may be amended only by an instrument in
writing signed by the Company, AMP and a majority in interest of the Key
Shareholders.
5.4 If any provision of this Agreement is held to be invalid
or unenforceable, the validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby.
5.5 This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, assigns,
administrators, executors and other legal representatives.
5.6 In the event that subsequent to the date of this Agreement
any shares or other securities (other than any shares or securities of another
corporation issued to the Company's shareholders pursuant to a plan of merger)
are issued on, or in exchange for, any of the Shares by reason of any stock
dividend, stock split, consolidation of shares, reclassification or
consolidation involving the Company, such shares or securities shall be deemed
to be Shares, as the case may be, for purposes of this Agreement.
5.7 This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.
5.8 No waivers of any breach of this Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.
5.9 In the event that any suit or action is instituted to
enforce any provision in this Agreement, the prevailing party shall be entitled
to all reasonable out-of-pocket costs and expenses of maintaining such suit or
action, including reasonable attorneys' fees.
5.10 In the event that, at any time after the date of this
Agreement, any further action is necessary or desirable in order to carry out
the purposes of this Agreement, the parties hereto agree to take all such lawful
and necessary action.
5.11 The Company and AMP each agree to use their best efforts
to ensure that the rights given to the parties hereunder are effective and that
the parties enjoy the benefits thereof. Such actions include, without
limitation, the use of the Company's and AMP's best efforts to cause the
nomination and election of the Directors as provided in Article I. The Company
and AMP will not, by any voluntary action, avoid or seek to avoid the observance
or
4.
<PAGE>
performance of any of the terms to be performed hereunder by the Company or AMP,
but will at all times in good faith assist in the carrying out of all of the
provisions of this Agreement.
5.12 Should the provisions of this Voting Agreement be
construed to constitute the granting of proxies, such proxies shall be deemed
coupled with an interest and, to the extent permitted by law, are irrevocable
for the term of this Voting Agreement.
5.13 The voting of shares pursuant to this Voting Agreement
may be effected in person, by proxy, by written consent, or in any other manner
permitted by applicable law.
5.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COMPANY:
FIBERCORE, INC., AMP INCORPORATED,
a Nevada corporation a Pennsylvania corporation
By: /s/ Mohd Aslami By: /s/ James E. Marley
-------------------------- ----------------------------
Mohd Aslami James E. Marley
Chief Executive Officer Its: Chairman of the Board
---------------------------
KEY SHAREHOLDERS:
/s/ Mohd Aslami
- ----------------------------
MOHD ASLAMI
/s/ Charles DeLuca
- ----------------------------
CHARLES DELUCA
/s/ M. Mahmud Awan
- ----------------------------
DR. M. MAHMUD AWAN
6.
