SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 1999
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Interiors, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-24362 13-3590047
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
320 Washington Street
Mt. Vernon, New York 10553
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 665-5400
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(Former Name or Former Address, if Changed Since Last Report)
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CURRENT REPORT ON FORM 8-K
INTERIORS, INC.
March 2, 1999
Item 5. Other Events.
On March 2, 1999, Interiors, Inc., a Delaware corporation (the
"Company"), consummated the acquisition of 1,191,752 newly issued shares (the
"Shares") of common stock, par value $0.01 per share (the "Common Stock"), of
CSL Lighting Manufacturing, Inc., a Delaware corporation ("CSL"), representing
approximately 51.0% of the outstanding shares of Common Stock of CSL as of such
date (giving effect to such issuance), pursuant to the terms of a Stock Purchase
Agreement, dated as of March 1, 1999 (the "Purchase Agreement"), by and between
the Company and CSL. Pursuant to the terms of the Purchase Agreement, the
Company acquired the Shares from CSL in exchange for (i) 1,927 shares of Series
C Preferred Stock, par value $0.01 and liquidation preference $1,000 per share
(the "Series C Preferred Stock"), of the Company issued to certain creditors of
CSL for the cancellation of certain CSL debt and (ii) $600,000 in cash. The
1,927 shares of Series C Preferred Stock were issued by the Company to certain
creditors of CSL from the Company's authorized shares of preferred stock set
forth in its Certificate of Incorporation, as amended, and $600,000 in cash was
provided from the Company's working capital.
As contemplated by the Purchase Agreement, the Company and CSL
entered into a Standstill Agreement, dated as of March 1, 1999 (the "Standstill
Agreement"), at the time of the purchase of the Shares. Pursuant to the
Standstill Agreement, during a standstill period ending July 28, 1999 (which
period is subject to early termination in certain circumstances set forth in the
Standstill Agreement), the Company and its "affiliates" (as such term is defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), executive
officers and directors (collectively, its "Affiliates") are prohibited from
acquiring additional shares of CSL Common Stock (except by way of stock
dividends or other distributions or offerings made available to holders of CSL
Common Stock generally) if the effect of such acquisition would be to increase
the number of shares of CSL Common Stock then owned by the Company and its
Affiliates to greater than 51.0% of the shares of CSL Common Stock then
outstanding. Notwithstanding the foregoing, in the event the Company shall own
less than 51.0% of the outstanding shares of CSL Common Stock during the
standstill period, the Company may acquire additional shares of CSL Common Stock
during the standstill period, provided that the effect of such acquisition would
not increase the number of shares of CSL Common Stock then owned by the Company
and its Affiliates to greater than 51.0% of the shares of CSL Common Stock then
outstanding.
In addition, pursuant to the terms of the Purchase Agreement, the
Board of Directors of CSL voted to expand the Board of Directors of CSL from
four to seven members and appointed four persons to fill vacancies on the Board
of Directors of CSL resulting from
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such expansion and the resignation of one director, three of which persons were
designated by the Company and one of which was mutually designated by the
Company and CSL. The Purchase Agreement provides that for a period of not less
than 150 days after the closing date of the transaction, six of the seven
members of the Board of Directors of CSL shall consist of (a) three persons
designated by the Board of Directors of CSL prior to the closing date, and (b)
three persons designated by the Company. From the date on which the Board of
Directors holds its first meeting following the closing of the transactions
contemplated by the Purchase Agreement to the date which is 150 days following
such closing date, the seventh member of the Board of Directors shall be the
person previously mutually agreed upon by CSL and the Company.
The terms of the Purchase Agreement and the Standstill Agreement,
and the transactions contemplated thereby, were determined as a result of
arm's-length negotiations between representatives of both the Company and CSL.
CSL designs, manufactures and markets mid to high-end lighting
fixtures for both commercial and residential applications on a worldwide basis.
CSL's Common Stock is currently quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. under the symbol "CSLX".
The information set forth above is qualified in its entirety by
reference to the following documents, each of which are incorporated in this
Item 5 by reference: (i) the Purchase Agreement, a copy of which is filed
herewith as Exhibit 99.1; and (ii) the Standstill Agreement, a copy of which is
filed herewith as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 Stock Purchase Agreement, dated as of March 1, 1999, by and
between Interiors, Inc. and CSL Lighting Manufacturing, Inc.
99.2 Standstill Agreement, dated as of March 1, 1999, by and
between Interiors, Inc. and CSL Lighting Manufacturing, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
INTERIORS, INC.
Date: March 3, 1999 By: /s/ Max Munn
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Max Munn
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Stock Purchase Agreement, dated as of March 1, 1999, by and
between Interiors, Inc. and CSL Lighting Manufacturing, Inc.
99.2 Standstill Agreement, dated as of March 1, 1999, by and
between Interiors, Inc. and CSL Lighting Manufacturing, Inc.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement" ) is made as of this 1st day of
March, 1999 by and between Interiors, Inc., a Delaware corporation
("Interiors"), and CSL Lighting Manufacturing, Inc., a Delaware corporation
("CSL").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Subject Shares.
1.1 Investment by Interiors.
(a) Subject to the terms and conditions of this Agreement, at
the Closing (as hereinafter defined), CSL will issue and sell to Interiors, and
Interiors will purchase 1,191,752 shares of the Common Stock, par value $0.01
per share, of CSL (the "CSL Common Stock"), representing fifty-one (51%) percent
of the outstanding shares of CSL Common Stock as at the Closing Date, giving
effect to such issuance (the "Subject Shares").
(b) At the Closing described below, CSL shall deliver to
Interiors, against delivery of the "Consideration" set forth in Section 1.2
below, stock certificates registered in the name of Interiors representing the
Subject Shares.
1.2 Consideration. In full consideration for the Subject Shares, on
the Closing Date, Interiors shall issue to CSL, or to certain creditors of CSL
specified below, the following consideration (the "Consideration"):
(a) 1,927 shares of Series C preferred stock, par value $0.01
per share (the "Series C Preferred Stock"), of Interiors. The shares of Series C
Preferred Stock issued pursuant to this subsection (a) is sometimes hereinafter
referred to as the "Stock Consideration." The rights, designations and
privileges with respect to such shares of Series C Preferred Stock are set forth
in the Certificate of Designation of the Series C Preferred Stock (the
"Certificate of Designation"), a copy of which is annexed hereto as Exhibit A;
and
(b) Six Hundred Thousand ($600,000) Dollars, payable in cash
by wire transfer to the following account: Morse, Zelnick, Rose & Lander, LLP
Attorney Trust Account, Account Number 967086639, ABA Number 021000021, at The
Chase Manhattan Bank, 1211 Avenue of the Americas, New York, New York 10036. The
cash amount to be paid to CSL pursuant to this subsection (b) is sometimes
hereinafter referred to as the "Cash Consideration."
1.3 Use of Proceeds. CSL will apply the Consideration from the sale
of the Subject Shares exclusively as follows:
(a) the Stock Consideration shall be issued to Sovereign
Partners L.P. ("Sovereign") and The Endeavor Capital Fund S.A. ("Endeavor" and,
together with Sovereign,
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the "CSL Creditors") in full satisfaction of the aggregate principal amount
outstanding on the Closing Date under all convertible subordinated debentures or
notes of CSL, plus all accrued and unpaid interest and penalties thereunder,
held of record by such CSL Creditors (the "CSL Subordinated Debt"), and in
exchange for delivery of (i) cancelled debentures or notes formerly representing
the CSL Subordinated Debt and (ii) releases duly executed by each of the CSL
Creditors releasing CSL from any and all obligations and liabilities arising
from or in connection with the CSL Subordinated Debt; and
(b) the Cash Consideration shall be used to retire other
outstanding CSL subordinated debt, to purchase additional CSL inventory, raw
materials or finished goods and for working capital and general corporate
purposes.
2. Representations and Warranties of CSL. CSL hereby represents and
warrants to, and agrees with, Interiors, except as set forth on the Disclosure
Schedule furnished to Interiors and attached hereto as Exhibit B, specifically
identifying the relevant section or subsection hereof (but which may make
reference to any other section or subsection hereof), which exceptions shall be
deemed to be representations and warranties as if made hereunder, as follows:
2.1 Organization, Good Standing and Qualification. CSL is a
corporation duly organized, validly existing and upon filing of its 1999
Delaware Franchise Tax Return and payment of the amounts reflected thereon as
due (which amounts do not exceed $41,000), in good standing under the laws of
the State of Delaware. CSL has all requisite power and authority to carry on its
business as now conducted and as proposed to be conducted. CSL has all requisite
power and authority to enter into and perform this Agreement and the
transactions contemplated hereby and is duly qualified to transact business and
is in good standing in each jurisdiction in which the failure so to qualify
could have a material adverse effect on the business, properties, operations,
earnings, assets, liabilities, condition (financial or otherwise) or prospects
of Interiors and its consolidated subsidiaries, when taken as a collective whole
(a "Material Adverse Effect").
2.2 Capitalization.
(a) After giving effect to the transactions contemplated by
this Agreement, and immediately after the Closing, the capital stock of CSL, as
authorized by the Certificate of Incorporation, will consist of: those
securities (including Common Stock, preferred stock, notes or debentures) which
shall be set forth on Schedule 2.2 to the Disclosure Schedule. Except as set
forth on Schedule 2.2(a) of the Disclosure Schedule, no additional shares of CSL
Common Stock have been issued, authorized for issuance, or otherwise committed
to be issued and, except as set forth on Schedule 2.2(a) or in the SEC Documents
(as defined below), no additional shares of CSL preferred stock, notes,
debentures, warrants, options or other rights to purchase capital stock have
been issued, authorized for issuance, or otherwise committed to be issued. Such
CSL Common Stock, preferred stock, notes, debentures, warrants, options or other
rights to purchase capital stock of CSL are collectively referred to herein as
the "CSL Securities".
(b) Except as disclosed (i) in (A) CSL's Form 10KSB for its
fiscal year ended December 31, 1997, as filed with the Securities and Exchange
Commission ("SEC"), (B)
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CSL's Form 10QSB for the three fiscal quarters ended September 30, 1998, as
filed with the SEC (the "Fiscal 1998 From 10Q") (C) CSL's Proxy Statement on
Form 14A as filed with the SEC on July 28, 1998 (the "Proxy Statement"), or (D)
all other similar forms and reports (including From 8-K Current Reports) filed
by CSL with the SEC subsequent to December 31, 1997 (all of the foregoing
hereinafter collectively referred to as the "SEC Documents"), or (ii) on
Schedule 2.2(a) to the Disclosure Schedule, as of the Closing, CSL will not (x)
have outstanding any capital stock or other CSL Common Stock convertible into or
exchangeable for any shares of its capital stock and, except as otherwise
contained in the Certificate of Incorporation, or pursuant to the terms of any
of the Purchase Documents, as defined below, no person will have any right to
subscribe for or to purchase (including conversion or preemptive rights), or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, any calls, commitments or other claims of any
character relating to, any capital stock or any stock or CSL Common Stock
convertible into or exchangeable for any capital stock of Interiors; (y) have
any capital stock, equity interests or other CSL Common Stock reserved for
issuance for any purpose; or (z) be subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
capital stock or any convertible CSL Common Stock, rights or options of the type
described in the preceding clause (x).
(c) All of the issued and outstanding shares of CSL Common
Stock have been duly and validly issued and are fully paid and nonassessable and
all of the shares of CSL Common Stock issued pursuant to this Agreement as
Subject Shares, when issued as contemplated hereby, will be validly issued,
fully paid and nonassessable. CSL's certificate of incorporation has authorized,
and CSL has reserved for future issuance, an adequate number of shares of CSL
Common Stock to permit the purchase of the Subject Shares hereunder. The rights,
privileges and preferences of the CSL Common Stock are as set forth in the
Certificate of Incorporation of CSL. To the best knowledge of CSL, there are no
agreements among CSL's stockholders with respect to the voting or transfer of
CSL's capital stock, other than the agreements contained herein. The Proxy
Statement for CSL's 1998 Annual Meeting of CSL included in the SEC Documents
includes a complete and correct list of the name of each of CSL's current or
former officers, directors, employees or, to the best knowledge of CSL, Persons
that beneficially own in excess of 5.0% of the outstanding equity interest of
CSL (each, a "Principal Owner"). The number of shares of CSL Common Stock owned
by each such Principal Owner as of the Closing Date is as reflected on such
Proxy Statement, unless updated on Schedule 2.2(b) to the Disclosure Schedule.
2.3 Authority; Execution and Delivery; Requisite Consents;
Nonviolation.
(a) CSL shall use its reasonable best efforts to cause to be
taken all appropriate action and do, or cause to be done, all things necessary,
proper or advisable under applicable law or otherwise to consummate and make
effective the transactions contemplated by this Agreement as promptly as
practicable. CSL has, and as of the Closing will have, all requisite power and
authority to execute, deliver and perform this Agreement and each other document
or instrument executed by it, or any of its officers, in connection herewith or
therewith or pursuant hereto or thereto, including without limitation all
agreements, instruments and other documents to be executed and delivered with
secured CSL Creditors (this Agreement, together
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with all of the foregoing documents and instruments, are sometimes collectively
referred to herein as the "Purchase Documents"), and to consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance of this Agreement and the other Purchase Documents and the
consummation of the transactions contemplated hereby and thereby have been duly
and validly authorized by all necessary corporate action on the part of
Interiors. This Agreement and each of the other Purchase Documents that has been
executed as of the date hereof are, and each of the Purchase Documents will be
as of the Closing, duly executed and delivered by CSL and the legal, valid and
binding obligation of CSL, enforceable against CSL in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency or
other similar laws affecting the enforceability of creditors' rights in general
or by general principles of equity.
(b) Except as set forth on Schedule 2.3 to the Disclosure
Schedule or where the failure to comply with any of the provisions of this
Section 2.3(b) would not, individually or in the aggregate, have a Material
Adverse Effect, the execution, delivery and performance of this Agreement and
the other Purchase Documents, the consummation by CSL of the transactions
contemplated hereby and thereby (including, without limitation, the offer, sale
and delivery by CSL of the Subject Shares) will not: (i) require the consent,
license, permit, waiver, approval, authorization or other action of, by or with
respect to, or registration, declaration or filing with, any court or
governmental authority, department, commission, board, bureau, agency or
instrumentality, domestic or foreign ("Governmental Authority") or any other
individual, partnership, corporation, unincorporated organization or
association, limited liability company, trust or other entity (collectively, a
"Person"); (ii) violate or conflict with any provision of the Certificate of
Incorporation or the By-laws of CSL, a complete and correct copy of which has
been provided to counsel to CSL; or (iii) constitute a default (with or without
notice or lapse of time or both) under, violate or conflict with, or give rise
to a right of termination, cancellation or acceleration or to a loss of a
material benefit under any Law (as defined in Section 2.6 below), Permit (as
defined in Section 2.6 below), Order (as defined in Section 2.5 below), or
contract, agreement, arrangement or understanding, written or oral, to which CSL
is or hereafter may be a party or by which CSL or its properties are or
hereafter may be bound. Except as disclosed in Schedule 2.3 to the Disclosure
Schedule, CSL is not a party to or otherwise bound by or subject to (i) any
contract, agreement, arrangement or understanding, written or oral, containing
any covenant limiting the freedom of CSL to engage in any line of business or
compete with any business in any geographic area in any material respect if such
will be binding on Interiors after the Closing, and (ii) any contract,
agreement, arrangement or understanding, written or oral, relating to the
disposition or acquisition of the assets of, or any interest in, CSL or any
business enterprise which relates to CSL other than in the ordinary course of
business consistent with past practices.
2.4 Subsidiaries. Except as disclosed in the SEC Documents or in
Schedule 2.4 to the Disclosure Schedule, CSL has no subsidiaries and does not,
and prior to the Closing will not, own or control, directly or indirectly, any
partnership interests, stock or other equity interests in any partnership,
corporation or other entity or any voting rights or right to control the
policies and direction of any partnership, corporation or other entity.
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2.5 Litigation. Except as set forth in Schedule 2.5 to the
Disclosure Schedule, there is no action, suit, proceeding, investigation or
governmental approval process (collectively, "Actions") pending or, to the best
knowledge of CSL, threatened against it, or affecting any of its properties or
assets (including, without limitation, any of its Permits) which individually or
in the aggregate would have a Material Adverse Effect, nor is there any basis
for any such Action. To the best knowledge of CSL, there is no Action against
any of its directors, officers or employees in connection with its business
which, in the event of an adverse judgment against any such Person, would have a
Material Adverse Effect, nor is there any basis for any such Action. The
foregoing includes, without limitation, any Action pending or, to CSL's best
knowledge, threatened (or any basis therefor known to CSL) involving the prior
employment of any employees of CSL, their use in connection with the business of
CSL of any information or techniques allegedly proprietary to any of their
former employers, or their obligations under any agreements with prior
employers. Neither CSL nor any of its assets or properties, nor, in connection
with its business, any of its CSL, directors, officers or employees, is subject
to any order, judgment, writ, injunction, decree, ruling or decision
(collectively, an "Order") of any Governmental Authority which could have a
Material Adverse Effect. There is no Action by CSL currently pending or which
CSL intends to initiate which could have a Material Adverse Effect.
2.6 Compliance with Laws; Permits. Assuming the accuracy of the
representations made by Interiors pursuant to Section 3 hereof, the offer and
sale of the Subject Shares to Interiors will be in compliance with all
applicable federal and state securities laws. CSL has not violated or failed to
comply with any statute, law, ordinance, rule, regulation or policy of any
Governmental Authority (collectively, "Laws") to which it or any of its
properties or assets is subject, except where non-compliance with any such Laws
would not, individually or in the aggregate, have a Material Adverse Effect. CSL
has all permits, licenses, orders, certificates, authorizations and approvals of
any Governmental Authority (collectively, the "Permits") that are required for
the conduct of its business as presently conducted; all such Permits are, and as
of the Closing will be, in full force and effect; no violations or notices of
failure to comply have been issued or recorded in respect of any such Permits;
and CSL has no knowledge of any reason why such Permits may be revoked or
suspended, except in each case, where not compliance with this sentence would
not, individually or in the aggregate, have a Material Adverse Effect. Except
where non-compliance with the following would not, individually or in the
aggregate, have a Material Adverse Effect, all applications, reports, notices
and other documents required to be filed by CSL with all Governmental
Authorities have been timely filed and are complete and correct in all material
respects as filed or as amended prior to the date hereof. With respect to any
required Permits, applications for which are either pending or contemplated to
be made pursuant to the business strategy of CSL, CSL knows of no reason why
such Permits should not be approved and granted by the appropriate Governmental
Authority. Neither CSL nor, to the best knowledge of CSL, any of its officers,
employees or agents has made any illegal or improper payments to, or provided
any illegal or improper inducement for, any governmental official or other
Person in an attempt to influence any such Person to take or to refrain from
taking any action relating to CSL.
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2.7 Absence of Certain Changes or Events. Since September 30, 1998,
there has been no change in the business, properties, operations, earnings,
assets, liabilities, condition (financial or otherwise) or prospects of CSL,
except for (a) changes in the ordinary course of business consistent with past
practice, or (b) as disclosed in the SEC Documents or in Schedule 2.7 of the
Disclosure Schedule, but in each case, which have not had a Material Adverse
Effect on CSL.
2.8 Company Assets. Schedule 2.8 to the Disclosure Schedule lists
all liens, pledges, security interests, claims, encumbrances or other
restrictions of any kind (collectively, "Liens") on any of the assets or
properties of CSL. Except (a) as disclosed on Schedule 2.8 to the Disclosure
Schedule or on lien and judgment searches conducted in the jurisdictions
disclosed in such Section to the Disclosure Schedule, or (b) where
non-compliance with any of the following would not individually or in the
aggregate have a Material Adverse Effect:
(i) except for such non-disclosed liens or other exceptions to
title which would not individually or in the aggregate have a Material
Adverse Effect, CSL has good and marketable title to all of its assets and
properties, free and clear of any Liens;.
(ii) with respect to any assets or properties it leases, CSL
holds a valid and subsisting leasehold interest therein, free and clear of
any Liens, is in compliance, in all material respects, with the terms of
the applicable lease, and enjoys peaceful and undisturbed possession under
such lease;
(iii) all of the assets and properties of CSL that are
material to the conduct of business as presently conducted or as proposed
to be conducted by it are in good operating condition and repair, subject
to ordinary wear and tear; and
(iv) the inventory of CSL is, in the aggregate, in good and
marketable condition, all reserves for obsolete, damaged or slow moving
inventories are adequate, and, such inventory is salable (or may be
leased) in the normal course of business as currently conducted, at
current applicable prices and within normal inventory "turn" experience.
2.9 Contracts. True and correct copies of all contracts, agreements,
notes, instruments, franchises, leases, licenses, commitments, arrangements or
understanding, written or oral (collectively, "Contracts") which are material to
the business, financial condition or prospects of CSL have been made available
to Interiors. Except where non-compliance with any of the following would not,
individually or in the aggregate, have a Material Adverse Effect, all of the
Contracts are in full force and effect and constitute legal, valid and binding
obligations of CSL and, to the best knowledge of CSL, the other parties thereto;
CSL and, to the best knowledge of CSL, each other party thereto, has performed
in all material respects all obligations required to be performed by it under
the Contracts, and no material violation or default exists in respect thereof,
nor any event that with notice or lapse of time, or both, would constitute a
default thereof, on the part of CSL or, to the best knowledge of CSL, any other
party thereto; none of the Contracts is currently being renegotiated; and the
validity, effectiveness and continuation of all
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Contracts will not be materially adversely affected by the transactions
contemplated by this Agreement.
2.10 Intellectual Property. Except as otherwise disclosed in the SEC
Documents or in Schedule 2.10 to the Disclosure Schedule, or where
non-compliance with any of the following would not, individually or in the
aggregate, have a Material Adverse Effect:
(a) CSL owns or possesses valid licenses (the "Intellectual Property
Licenses") to all United States and foreign patents, trademarks, service marks,
trade names, brand names, computer software and programs, franchises,
technology, know-how and processes, and registered copyrights, and any
applications for any of the foregoing (collectively, the "Intellectual
Property") which is used in, or relates to its business.
(b) Subject to the limitations set forth in the Intellectual
Property Licenses, CSL has all right, title and interest in all of the
Intellectual Property, free and clear of all Liens. CSL owns or has the
exclusive or non-exclusive right to use all Intellectual Property or trade
secrets necessary to conduct its business as now being conducted or as proposed
to be conducted. CSL owns or possesses sufficient licenses or other rights to
use all Intellectual Property covered by its patents or patent applications
necessary to conduct its business as now being conducted and as proposed to be
conducted by CSL.
(c) CSL has at all times maintained reasonable procedures to protect
and have enforced all of its trade secrets.
(d) The consummation of the transactions contemplated hereby will
not alter, adversely affect or impair the rights of CSL to any of the
Intellectual Property, any trade secret material to it, or under any of the
Intellectual Property Licenses.
(e) No claim with respect to the Intellectual Property, any trade
secret material to CSL, or any Intellectual Property License which would have a
Material Adverse Effect is currently pending or, to the best knowledge of CSL,
has been asserted, or overtly threatened by any Person, nor does CSL know of any
grounds for any claim against CSL. All United States and foreign patents and
patent applications owned by CSL (the "Patents and Applications") as part of the
Intellectual Property have been properly prepared and filed on behalf of CSL as
named therein and are being diligently pursued by CSL. Except in connection with
the prosecution of the Patents and Applications, there are no pending judicial
or governmental proceedings, including but not limited to interferences and
oppositions, relating to any of the Patents and Applications or any other
proprietary information to which CSL is a party or by which any property (such
term "property" specifically to include rights pursuant to licenses or options
or other rights to acquire licenses) of CSL is subject.
2.11 Insurance. CSL has in full force and effect all insurance
policies as are required for the operations of its business, except where the
failure to maintain such insurance would not, individually or in the aggregate,
have a Material Adverse Effect.
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2.12 Labor Union Activities; Employee Relations. No employee of CSL
is represented by any labor union or covered by any collective bargaining
agreement; nor, to the best knowledge of CSL, has any labor union sought to
represent any of its employees of CSL. There is no strike or other labor dispute
involving CSL pending, or to the best knowledge of CSL, threatened. To the best
knowledge of CSL, no officer or key employee intends to terminate his employment
with it. To the best knowledge of CSL, no officer or key employee of it is a
party to or bound by any Contract, or subject to any restrictions (including,
without limitation, any non-competition restriction), which would restrict the
right of such person to participate in the affairs of CSL.
2.13 ERISA. Except as disclosed on Schedule 2.13 to the Disclosure
Schedule, CSL does not maintain (nor has it ever maintained) nor does it have
(nor has it ever had) any obligation under (including, without limitation, any
obligation to contribute to) an employee benefit plan as described in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
2.14 Taxes. All federal, state, city, county, local and foreign
income, franchise, sales, use and value added tax returns and reports, and all
other material tax returns and reports required to be filed by CSL in those or
in any other jurisdiction (collectively, "Returns") have been timely filed, (b)
all such Returns are true, correct and complete, except where the inaccuracies
in any such Return would not, individually or in the aggregate, have a Material
Adverse Effect, (c) all taxes, assessments, fees, interest, penalties and other
charges with respect thereto (collectively, "Taxes") due or claimed to be due
from CSL have been paid except to the extent reserved against on CSL's financial
statements, (d) no income tax return of CSL has been audited by the applicable
Governmental Authority, and there are in effect no waivers of the applicable
statute of limitations for Taxes in any jurisdiction for CSL for any period.
2.15 Environmental Matters. Except where a breach or violation of
any of the following would not, individually or in the aggregate, have a
Material Adverse Effect (a) the business, assets and properties of CSL are and
have been operated and maintained in compliance with all applicable federal,
state, city, county and local environmental protection laws and regulations
(collectively, the "Environmental Laws"), (b) no event has occurred which, with
or without the passage of time or the giving of notice, or both, would
constitute non-compliance by CSL with, or a violation by CSL of, the
Environmental Laws, and (c) CSL has not caused or permitted to exist, as a
result of an intentional or unintentional act or omission, a disposal, discharge
or release of solid wastes, pollutants or hazardous substances, on or from any
site which currently is or formerly was owned, leased, occupied or used by it,
except where such disposal, discharge or release was in compliance with the
Environmental Laws.
2.16 Books and Records. The books of account, ledgers and records of
CSL accurately and completely reflect in all material respects all information
relating to its business, the nature, acquisition, maintenance, location and
collection of its assets, and the nature of all transactions giving rise to its
obligations or accounts receivable. The minute books of CSL fully set forth all
action taken by its Board of Directors, CSL and, if any, executive committee (or
other committee thereof).
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2.17 Transactions with Affiliates. Except as disclosed in the SEC
Documents or in Schedule 2.17 to the Disclosure Schedule (a) CSL has not had any
direct or indirect dealings with any Principal Owner or with any of such
Principal Owner's Affiliates, associates or relatives, (b) CSL has no obligation
to or claim against any Principal Owner, or any of such Principal Owner's
Affiliates, associates or relatives, (c) no such Person has any obligation to or
claim against CSL, and (d) no Principal Owner, nor any of such Principal Owner's
Affiliates, associates or relatives, has any direct or indirect interest of any
kind in any business or entity which is competitive with CSL. "Affiliate" of a
specified Person shall mean a person that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, the Person specified.
2.18 Registration Rights. Except as set forth in the SEC Documents
or in Schedule 2.18 to the Disclosure Schedule, no Person has, and as of the
Closing no Person shall have, demand, "piggy-back" or other rights to cause CSL
to file any registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), relating to any of its CSL Common Stock or to
participate in any such registration statement.
2.19 No Brokers or Finders. Except as set forth in Schedule 2.19 to
the Disclosure Schedule, neither CSL nor any of its respective Affiliates has
entered or will enter into any agreement pursuant to which CSL or CSL will be
liable, as a result of the transactions contemplated by this Agreement or any of
the Purchase Documents, for any claim of any person for any commission, fee or
other compensation as finder or broker and CSL agrees to indemnify CSL for any
liability resulting from any such agreement.
2.20 Investment Company Act. CSL is not an "investment company" nor
is CSL directly or indirectly controlled by or acting on behalf of any Person
which is an "Investment Company" within the meaning of the Investment Company
Act of 1940, as amended.
2.21 Purchase Documents Disclosure. In connection with the purchase
of the Subject Shares by Interiors as contemplated hereby, CSL has, to its
knowledge, disclosed to Interiors all material facts and information concerning
CSL and the Subject Shares, and has not, to its knowledge, made any untrue
statement of a material fact or omitted to state any material fact necessary in
order to make the statements contained herein or in any of the other Purchase
Documents not misleading.
2.22 Year 2000 Compliance. CSL has reviewed its products, business
and operations which could be adversely affected by the risk that computer
applications developed, marketed, sold and delivered or used by CSL may be
unable to recognize and properly perform date-sensitive functions involving
dates prior to and after December 31, 1999 (the "Year 2000 Problem"). CSL's
products and services provided or delivered to its customers and CSL's internal
information and business systems will be able to perform properly date-sensitive
functions for all dates before and after January 1, 2000. In addition, CSL has
surveyed those vendors, suppliers and other third parties (collectively, the
"Outside Parties") with which CSL does business and whose failure to adequately
address the Year 2000 Problem could have a
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material adverse effect on the Condition of CSL. Based upon the aforementioned
internal review and surveys of the Outside Parties, the Year 2000 Problem has
not resulted in, and is not reasonably expected to have, a Material Adverse
Effect on the condition of CSL.
2.23 SEC Documents. (a) CSL has filed, pursuant to the Securities
and the Securities and Exchange Act of 1934, as amended (the "Exchange Act") all
SEC Documents required to be filed with respect to the business and operations
of CSL under each of the Securities Act and Exchange Act, and the business and
operations of CSL under each of the Securities Act and the Exchange Act, and the
respective rules and regulations thereunder, (b) all of the SEC Documents
complied in all material respects with all applicable requirements of the
Securities Act or the Exchange Act, as the case may be, and the appropriate act
and the rules and regulations thereunder in effect on the date each such report
was filed, (c) at the respective dates they were filed, none of the SEC
Documents contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, an (d) the consolidated financial statements of CSL included in
the SEC Documents complied as to the form in all material respects with he
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto, have been prepared in accordance with GAAP
consistently applied throughout the period involved (except as may be indicated
therein or in the notes thereto) and fairly present the consolidated financial
position, results of operations and cash flows of CSL as of the dates or for the
periods indicated therein, subject, in the case of the unaudited statements, to
normal year-end adjustments and the absence of certain footnote disclosures. As
used herein, the term "SEC Documents" means and includes the SEC Documents and
all other material forms, statements, reports and documents (including all
exhibits, amendments and supplements thereto) required to be filed with respect
to the business and operations of CSL under each of the Securities Act and the
Exchange Act, and the respective rules and regulations thereunder.
3. Representations, Warranties, Covenants and Agreements of Interiors.
Interiors hereby represents and warrants to, and covenants and agrees with, CSL
as follows:
3.1 Organization. Interiors is, and as of the Closing will be, a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.
3.2 Authorization. Interiors has, and as of the Closing will have,
all requisite power and authority to execute, deliver and perform 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 and validly authorized by all necessary
action on the part of Interiors. This Agreement has been duly executed and
delivered by Interiors and constitutes its legal, valid and binding obligation,
enforceable against Interiors in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency or other similar
laws affecting the enforceability of creditors' rights in general or by general
principles of equity.
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3.3 No Legal Bar; Conflicts. Neither the execution and delivery of
this Agreement, nor the consummation by Interiors of the transactions
contemplated hereby, violates any law, statute, ordinance, regulation, order,
judgment or decree of any court or governmental agency applicable to Interiors,
or violates, or conflicts with, any contract, commitment, agreement,
understanding or arrangement of any kind to which Interiors is a party or by
which Interiors is bound.
3.4 No Litigation. No action, suit or proceeding against Interiors
relating to the consummation of any of the transactions contemplated by this
Agreement nor any governmental action against Interiors seeking to delay or
enjoin any such transactions is pending or, to Interiors' knowledge, threatened.
3.5 Investment Intent. Interiors (i) is an accredited Investor
within the meaning of Rule 501(a) under the Securities, (ii) is aware of the
limits on resale imposed by virtue of the nature of the transactions
contemplated by this Agreement and is aware that the certificates representing
Interiors' ownership of the Subject Shares will bear related restrictive legends
and (iii) except as otherwise set forth herein, is acquiring the Subject Shares
hereunder without registration under the Securities Act in reliance on the
exemption from registration contained in Section 4(2) of the Securities Act, for
investment for its own account, and not with a view toward, or for sale in
connection with, any distribution thereof, nor with any present intention of
distributing or selling such shares. Interiors has been given the opportunity to
ask questions of, and receive answers from, the officers of CSL regarding CSL,
its current and proposed business operations and the Subject Shares, and the
officers of CSL have made available to Interiors all documents and information
that Interiors has requested relating to an investment in CSL. Interiors has
been represented by competent legal counsel in connection with its purchase of
the Subject Shares and acknowledges that CSL has relied upon Interiors'
representations in this Section 3 in offering and selling the Subject Shares to
Interiors.
3.6 No Brokers or Finders. Except as set forth on Schedule 3.6 to
the Disclosure Schedule, neither Interiors, CSL, nor any of their respective
Affiliates has entered or will enter into any agreement pursuant to which either
Interiors or CSL will be liable, as a result of the transactions contemplated by
this Agreement or any of the Purchase Documents, for any claim of any person for
any commission, fee or other compensation as finder or broker. Each party hereby
agrees to indemnify the other for any liability resulting from a breach of such
party of its representations and covenants set forth in this Section 3.6.
3.7 Economic Risk; Restricted Subject Shares. Without limiting or
modifying the representations, warranties and agreements of CSL set forth in
Section 2 of this Agreement or the right of Interiors to rely thereon, Investor
acknowledges, agrees and recognizes that its investment in the Subject Shares
involves a number of significant risks, including factors beyond the control of
CSL or its management, and that Interiors could incur a loss of all or
substantially all of its investment Interiors is able to bear the economic risks
of an investment in the Subject Shares for an indefinite period of time, has no
need for liquidity in such investment and, at the present time, can afford a
complete loss of such investment.
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4. Conditions of Interiors' Obligations at Closing. The obligation of
Interiors to purchase the Subject Shares to be purchased by it at the Closing is
subject to the fulfillment to Interiors' reasonable satisfaction, prior to or at
the Closing, of each of the following conditions:
4.1 Representations and Warranties. The representations and
warranties of CSL contained in this Agreement and the other Purchase Documents
shall be true and correct in all material respects on and as of the date of the
Closing as if made on and as of such date.
4.2 Performance. CSL shall have performed and complied with all
agreements and conditions required by this Agreement and the other Purchase
Documents to be performed or complied with by it prior to or at the Closing.
4.3 Delivery of Stock Certificates. At the Closing, CSL shall have
tendered to Interiors certificates representing the Subject Shares, all in form
and substance reasonably satisfactory to Interiors and sufficient to transfer to
and vest in Interiors good and valid title to the Subject Shares, free and clear
of any Lien.
4.4 Conduct of Business. CSL shall carry on its business diligently
and shall not make or institute any unusual methods of management, accounting or
operation, except as agreed to in writing by Interiors. All of the property of
CSL shall be used, operated, repaired and maintained in a normal business manner
consistent with past practice.
4.5 Compliance With Laws. CSL will comply in all material respects
with all laws and regulations which are applicable to it, its ownership of its
assets or to the conduct of its business and will perform and comply in all
material respects with all contracts, commitments and obligations by which it is
bound.
4.6 No Material Adverse Effect. There shall not have occurred any
event or condition which has or reasonably could be expected to have a Material
Adverse Effect on the assets, business, properties, financial condition or
prospects of CSL.
4.7 Consents. CSL shall have obtained all consents, approvals or
waivers from Governmental Authorities and third Persons (including CSL
Creditors) as shall be necessary for the execution, delivery and performance of
this Agreement, the other Purchase Documents and the Certificate of Designation,
if any, and the transactions contemplated hereby and thereby, all without
material cost or other adverse consequences to Interiors.
4.8 No Litigation. There shall not be any Action of or before any
Governmental Authority or other Person pending or threatened with respect to
this Agreement, the other Purchase Documents or the transactions contemplated
hereby or thereby or which might have a Material Adverse Effect on CSL.
4.9 Opinion of Counsel. Interiors shall have received from Messrs.
Morse, Zelnick Rose & Lander, LLP, 450 Park Avenue, New York, New York 10022,
legal counsel to CSL, an opinion, dated as of the Closing, in the form attached
hereto as Exhibit C annexed hereto and made a part hereof.
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4.10 Compliance Certificate. Interiors shall have received a
certificate dated as of the day of the Closing executed by the Chief Executive
Officer of CSL certifying that the conditions specified in this Section 4 have
been fulfilled.
4.11 Final Certificate of Designation and Exchange of Series C
Preferred Stock for CSL Subordinated Debt. On or before the Closing Date: (a)
the final terms and conditions of the Certificate of Designation for the Series
C Preferred Stock of Interiors shall have been mutually agreed upon among the
CSL Creditors and Interiors and the same shall be satisfactory to Interiors in
the exercise of its sole and absolute discretion, (b) the final Certificate of
Designation shall have been filed with the Secretary of the State of Delaware
and shall be in full force and effect, and (c) Sovereign and Endeavor shall have
cancelled the CSL Subordinated Debt in exchange for the issuance of the Stock
Consideration.
4.12 Board of Directors of CSL. Prior to the Closing Date, the
entire board of directors of CSL shall consist of not more than three (3)
persons. On or before the Closing Date, CSL shall cause the Board of Directors
of CSL to execute a unanimous written consent expanding the Board of Directors
to seven (7) persons and appointing three (3) additional persons to serve as
members of the Board of Directors, each of which shall be designated by
Interiors. Promptly following the Closing Date, the Board of Directors shall
hold a meeting at which a person mutually designated by Interiors and CSL shall
be appointed to fill the vacancy on the Board of Directors. For a period of not
less than one hundred and fifty (150) days following the Closing Date, six of
the seven members of the Board of Directors of CSL shall consist of (a) three
(3) persons designated by the board of directors of CSL prior to the Closing
Date, and (b) three (3) persons designated by Interiors. From the date on which
the Board of Directors holds its first meeting following the Closing Date to the
date which is 150 days following the Closing Date, the seventh member of the
Board of Directors shall be the person previously mutually agreed upon by CSL
and Interiors.
4.13 Proceedings and Documents. All proceedings in connection with
the transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to Interiors
and its counsel, in all material respects, and Interiors shall have received all
such counterpart originals or certified or other copies of such documents as
Interiors may reasonably request.
If at the Closing CSL fails to tender to Interiors the documents
specified herein which are required to be delivered to Interiors at the Closing
or if at the Closing any of the conditions specified in this Section 4 shall not
have been fulfilled to Interiors' reasonable satisfaction, Interiors shall, at
its election, be relieved of all further obligations under this Agreement.
5. Conditions of CSL's Obligations at Closing. The obligations of CSL to
Interiors under this Agreement are subject to the fulfillment, prior to or at
the Closing, of each of the following conditions:
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5.1 Representations and Warranties. The representations and
warranties of Interiors contained in this Agreement shall be true and correct in
all material respects on and as of the date of the Closing as if made on and as
of such date.
5.2 Payment of Purchase Price. Interiors shall have delivered to CSL
or the CSL Creditors, as applicable, the Consideration specified in Section 1.2
hereof.
5.3 No Litigation. There shall not be any Action of or before any
Governmental Authority or other Person pending or threatened with respect to
this Agreement or the transactions contemplated hereby.
5.4 Standstill Agreement. On the Closing Date, Interiors and certain
of its Principal Stockholder(s) shall have executed and delivered to CSL an
agreement (the "Standstill Agreement"), in substantially the form of Exhibit D
annexed hereto, to the effect that for a period of one hundred and fifty (150)
days following the Closing Date neither Interiors nor such Principal
Stockholder(s) shall acquire any additional shares of CSL Common Stock.
5.5 Opinion of Counsel. CSL shall have received from Messrs.
Greenberg Traurig, 200 Park Avenue, New York, New York 10166, legal counsel to
Interiors, an opinion, dated as of the Closing, in the form attached hereto as
Exhibit E annexed hereto and made a part hereof.
5.6 Indemnity Guarantee. On the Closing Date, Interiors shall have
executed and delivered to CSL a guarantee, in substantially the form of Exhibit
F annexed hereto, to the effect that Interiors shall guarantee CSL's indemnity
obligations under that certain Indemnity Agreement, dated as of March 1, 1999,
up to a maximum amount of $100,000.
5.7 Proceedings and Documents. All proceedings in connection with
the transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to Interiors
and its counsel, and Interiors shall have received all such counterpart
originals or certified or other copies of such documents as it may reasonably
request.
If at the Closing Interiors fails to tender to CSL the Consideration
or documents specified herein which are required to be delivered by Interiors to
CSL at the Closing or if at the Closing any of the conditions specified in this
Section 5 shall not have been fulfilled to CSL's reasonable satisfaction, CSL
shall, at its election, be relieved of all further obligations to Interiors
under this Agreement.
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6. INDEMNIFICATION.
6.1 General.
(a) CSL shall defend, indemnify and hold harmless Interiors
from, against and in respect of any and all claims, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies, including costs
of investigation, interest, penalties and reasonable attorneys' fees, that
Interiors may incur, sustain or suffer (collectively "Interiors Losses") as a
result of any breach of, or failure by CSL to perform, any of the
representations, warranties, covenants or agreements of CSL contained in this
Agreement or in any Exhibit(s) or Schedule(s) furnished by or on behalf of CSL
under this Agreement.
(b) Interiors shall defend, indemnify and hold harmless CSL
from, against and in respect of any and all claims, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies, including costs
of investigation, interest, penalties and reasonable attorneys' fees, that CSL
may incur, sustain or suffer (collectively, "CSL Losses") as a result of any
breach of, or failure by Interiors to perform, any of the representations,
warranties, covenants or agreements of Interiors contained in this Agreement or
in any Exhibit(s) furnished by or on behalf of Interiors under this Agreement.
(c) Interiors Losses or CSL Losses are hereinafter referred to
as "Losses", as they relate to the applicable party or parties in Section 6.1(a)
and Section 6.1(b) above.
6.2 Limitations on Certain Indemnity; Right of Offset.
(a) Except with respect to any Interiors Losses involving
proven fraud by CSL or any of its officers, directors, stockholders or key
employees, CSL shall not be liable to Interiors with respect to Interiors Losses
unless and until, and then only to the extent that, the aggregate amount of all
Interiors Losses shall exceed (i) in respect only of the transactions
contemplated by this Agreement, the sum of $25,000 (the "Basket"). CSL shall
thereafter be liable for all Interiors Losses in excess of the Basket, up to the
aggregate amount of $1,000,000.
(b) Duration of Indemnity. Interiors shall be entitled to
indemnification by CSL for Interiors Losses, and CSL shall be entitled to
indemnification by Interiors for CSL Losses in respect of a breach of any of the
respective representations or warranties made by CSL or Interiors hereunder,
only in respect of claims for which notice of claim shall have been given on or
before June 30, 2000.
(c) Certain Rights of Indemnification Regarding Certain
Warranties and With Respect to Covenants and Agreements. Notwithstanding the
foregoing Section 6.2(b) or any other provision of this Agreement, express or
implied, to the contrary, CSL does hereby expressly covenant, understand and
agree that:
(i) with respect to any Interiors Losses relating to a
breach of any representation or warranty relating to tax
matters, ERISA matters or
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environmental matters, the duration of such indemnity shall be
with respect to claims asserted prior to the expiration of the
final statute of limitations for those tax reports and tax
returns, ERISA matters or environmental matters;
(ii) if there shall be no adequate remedy at law for
any actual or threatened breach of any covenant or agreement
of either CSL or Interiors contained in this Agreement or any
Exhibit hereto, the non-breaching party, in addition to any
available remedy at law, may seek equitable relief (including
injunctive relief or specific performance) in any court of
competent jurisdiction; and
(iii) neither Interiors nor CSL shall be entitled to
indemnification in the event that the subject claim for
indemnification relates to a third-party claim and the
prospective indemnified party (as the case may be) delayed
giving notice thereof to such an extent as to cause material
prejudice to the defense of such third-party claim.
6.3 Resolution of Disputes; Binding Arbitration.
(a) Whenever a claim shall arise for which any party shall be
entitled to indemnification hereunder, the indemnified party shall notify the
indemnifying party in writing within thirty (30) days of the indemnified party's
first receipt of notice of, or the indemnified party's obtaining actual
knowledge of, such claim, and in any event within such shorter period as may be
necessary for the indemnifying party to take appropriate action to resist such
claim. Such notice shall specify all facts known to the indemnified party giving
rise to such indemnity rights and shall estimate (to the extent reasonably
possible) the amount of potential liability arising therefrom. If the
indemnifying party shall be duly notified of such dispute, the parties shall
attempt to settle and compromise the same.
(b) In the event that any dispute relating to indemnification
hereunder or otherwise involving the interpretation or application of this
Agreement, any Schedule or Exhibit hereto or any other Transaction Document
cannot be settled or compromised, as aforesaid, within twenty (20) days of
receipt of the subject claim, either the indemnified party or the indemnifying
party shall promptly thereafter submit the dispute to the American Arbitration
Association, located in New York, New York for final and binding arbitration
before a panel of three arbitrators (each of whom shall be reasonably
experienced and qualified in commercial transactions), one of whom shall be
selected by the indemnified party, one of whom shall be selected by the
indemnifying party and the third of whom shall be selected by the other two
arbitrators; all of which panel of arbitrators shall be selected within twenty
(20) days of submission of such dispute to the American Arbitration Association.
The parties shall use their collective best efforts to promptly schedule and
conduct the hearings before such arbitrators, with a view toward concluding such
arbitration proceedings not later than thirty (30) days from the first
submission of the dispute to arbitration. In addition to, and not in lieu of,
arbitration as a means of dispute resolution hereunder, any party hereto shall
have the right to seek specific
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enforcement of this Agreement or any Exhibit, or other injunctive or equitable
relief or remedy before any court of competent jurisdiction.
(c) In connection with any arbitration pursuant to this
Section 6.3, the arbitrators shall, as part of their award, allocate the fee of
the American Arbitration Association, the cost of any transcripts, and the
parties' reasonable attorneys' fees, based upon and taking into account the
arbitrators' determination of the merits and good faith of the parties' claims
and defenses in the subject proceeding.
(d) The decision and award of the arbitrators shall be final
and binding upon the parties hereto and shall be enforceable in any federal or
state court of competent jurisdiction in the States of Delaware, New York and
California.
(e) Any rights of indemnification established by reason of
such settlement, compromise, arbitration or litigation shall promptly thereafter
be satisfied by the indemnifying party in such amount as shall be necessary to
satisfy all applicable Losses determined in accordance with such settlement and
compromise, or by final nonappealable order or judgment of the applicable
judicial or arbitration panel.
6.4 Defense and Settlement. In connection with the defense of any
third party claims for which claims for indemnification have been made
hereunder, each party will provide reasonable access to its and CSL's books and
records as and to the extent required for the proper defense of such third party
claim. Neither party shall consent to any settlement or purport to bind any
other party to any settlement without the written consent of the other party.
7. Miscellaneous.
7.1 Expenses. Each of Interiors and the CSL shall each pay all of
their own respective professional fees and other costs and expenses incurred or
to be incurred by them, respectively, in negotiating and preparing this
Agreement and in closing and carrying out the transactions contemplated by this
Agreement.
7.2 Publicity. The parties shall mutually agree upon the content of
any press release or other filing with the SEC in connection with this Agreement
and the transactions contemplated hereby. Neither Interiors nor CSL shall issue
any press release, filing with the SEC or other public announcement with respect
to this Agreement and the transactions contemplated hereby prior to the
execution of this Agreement.
7.3 Survival. All representations, warranties, covenants and
agreements contained in or made pursuant to this Agreement or contained in any
certificate delivered pursuant to this Agreement, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
any party hereto, and shall survive the transfer and payment for the Subject
Shares and the consummation of the transactions contemplated hereby for a period
of one (1) year thereafter.
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7.4 Assignment. This Agreement and all the provisions hereof shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns, if any, except that neither this Agreement
nor any rights or obligations hereunder shall be assigned or delegated by CSL or
Interiors without the prior written consent of the other party hereto. After the
Closing, Interiors and its successors and assigns may, without the consent of
Interiors, assign this Agreement and Interiors' rights hereunder (including,
without limitation, the Subject Shares purchased by Interiors), in whole or in
part, to any affiliate or 51% or more-owned subsidiary of Interiors, provided,
however, that CSL shall not be required to permit such Assignment if such
Assignment is in violation of federal securities regulations or relevant state
"blue sky" laws.
7.5 Amendment; Waiver. Any term, covenant, agreement or condition of
this Agreement may be amended, and compliance therewith may be waived (either
generally or in a particular circumstance and either retroactively or
prospectively), by one or more substantially concurrent written instruments
signed by Interiors and by CSL, as representative of the several Investors. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon CSL and Interiors.
7.6 Applicable Law. The laws of the State of Delaware shall govern
the interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of conflicts of
law.
7.7 Judicial Proceedings. Any judicial proceeding involving any
dispute, controversy or claim arising out of or relating to this Agreement or
the rights or interests of CSL or Interiors or the breach or alleged breach of
this Agreement, whether arising during or at or after the termination of this
Agreement (each of the foregoing disputes, controversies and claims hereinafter
referred to as an "agreement dispute"), shall be brought only in a federal or
state court located in the county, city and state of New York, and each of the
parties hereto (i) unconditionally accepts the exclusive jurisdiction of such
courts and any related appellate court and irrevocably agrees to be bound by any
judgment rendered thereby and (ii) irrevocably waives any objection such party
may now have or hereafter has as to the venue of any such proceeding brought in
such a court or that such court is an inconvenient forum. Each of the parties
hereto hereby waives trial by jury in any judicial proceeding to which they are
parties involving an agreement dispute.
7.8 Notices. All notices and other communications provided for
herein shall be dated and in writing and shall be deemed to have been duly given
(x) on the date of delivery, if delivered personally or by telecopier, receipt
confirmed, (y) on the second following business day, if delivered by a
recognized overnight courier service, or (z) seven days after mailing, if sent
by registered or certified, return receipt requested, postage prepaid, in each
case, to the party to whom it is directed at the following address (or at such
other address as any party hereto shall hereafter specify by notice in writing
to the other parties hereto):
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(i) If to Interiors, to it at the following address:
Interiors, Inc.
320 Washington Street
Mt. Vernon, NY 10553
Attention: Max Munn, President and Chief Executive Officer
with a copy to:
Greenberg Traurig
200 Park Avenue - 15th floor
New York, New York 10166
Attention: Stephen A. Weiss, Esq.
Telephone: (212) 801-9253
Telecopier: (212) 801-6400
(ii) If to CSL, to it at the following address:
CSL Lighting Manufacturing, Inc.
27615 Avenue Hopkins
Valencia, California 91355-3447
Attention: Mark Allen, Chief Executive Officer
with a copy to:
Morse, Zelnick, Rose & Lander LLP
450 Park Avenue, Suite 202
New York, New York 10022
Attention: Kenneth Rose, Esq.
Telephone: (212) 838-5030
Telecopier: (212) 838-9190
7.9 Integration. This Agreement and the documents referred to herein
or delivered pursuant hereto or pursuant to such documents, including all
exhibits and schedules, contain the entire understanding of the parties with
respect to their subject matter and supersede all prior agreements and
understandings between the parties with respect to their subject matter.
7.10 Severability. Each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited or invalid under
applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.
7.11 Descriptive Headings. The section and other headings contained
in this Agreement are for convenience of reference only and shall not affect the
meaning or interpretation of this Agreement.
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7.12 Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
[Remainder of page intentionally left blank.]
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
INTERIORS, INC.:
By: /s/ Max Munn
---------------------------------------
Name: Max Munn
Title: President and Chief Executive
Officer
CSL LIGHTING MANUFACTURING, INC.:
By: /s/ Mark Allen
---------------------------------------
Name: Mark Allen
Title: Chief Executive Officer
21
STANDSTILL AGREEMENT
AGREEMENT, dated as of March 1, 1999, by and between INTERIORS, INC., a
Delaware corporation ("Interiors"), and CSL LIGHTING MANUFACTURING, INC., a
Delaware corporation ("CSL").
Interiors and CSL have entered into a Stock Purchase Agreement dated as of
the date hereof (the "Stock Purchase Agreement"), pursuant to which CSL has
issued and sold to Interiors, and Interiors has purchased 1,191,752 shares of
the Common Stock, par value $0.01 per share, of CSL (the "CSL Common Stock"),
representing fifty-one (51%) percent of the outstanding shares of CSL Common
Stock as at the Closing Date, giving effect to such issuance. For purposes of
this Agreement, "Voting Securities" shall mean all classes of capital stock of
the Company which are then entitled to vote generally in the election of
directors. Capitalized terms used herein and not defined shall have the meanings
ascribed thereto in the Stock Purchase Agreement. In order to provide a
constructive and mutually beneficial relationship between Interiors and CSL, the
parties agree as follows:
1. TERM OF AGREEMENT
Except as otherwise expressly provided herein, the respective covenants
and agreements of Interiors and CSL contained in this Agreement will continue in
full force and effect until 5:00 p.m., New York City time, on July 28, 1999 (the
"Termination Date").
2. COVENANTS OF INTERIORS
(a) Prior to the Termination Date or earlier termination of this Agreement
and subject to the further provisions hereof, neither Interiors, nor any
"affiliate" (as such term is defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended), executive officer or director of Interiors
(collectively, the "Interiors Group"), will, directly or indirectly, acquire any
Voting Securities (except by way of stock dividends or other distributions or
offerings made available to holders of Voting Securities generally) if the
effect of such acquisition would be to increase the aggregate voting power in
the election of directors of all Voting Securities then owned by all members of
the Interiors Group to greater than 51% of such total combined voting power of
all the Voting Securities then outstanding; provided that no member of the
Interiors Group shall be obligated to dispose of any Voting Securities if the
aggregate percentage ownership of the Interiors Group is increased as a result
of a recapitalization of CSL or any other action taken by CSL or its affiliates
other than the Interiors Group. Notwithstanding anything herein to the contrary,
in the event the Interiors Group shall own less than 51% of all outstanding
Voting Securities during the term of this Agreement, the Interiors Group may
acquire additional Voting Securities during the term of this Agreement; provided
that the effect of such acquisition would not increase the aggregate voting
power in the election of directors of all Voting Securities then owned by all
members of the Interiors Group to greater than 51% of such total combined voting
power of all the Voting Securities then outstanding.
<PAGE>
(b) Interiors will not cause its designees on CSL's Board of Directors to
take any action during the term of this Agreement which would violate any
provision of this Agreement or contravene the intent of the parties hereto.
(c) Interiors will comply with all of its obligations under the Stock
Purchase Agreement of even date herewith between Interiors and CSL, and will use
its best efforts to ensure that its designees on CSL's Board of Directors will
not contravene the intent of the parties under the Stock Purchase Agreement.
3. COVENANTS OF CSL
Prior to the Termination Date or earlier termination of this Agreement and
subject to the further provisions hereof:
(a) CSL will not take or recommend to its shareholders any action during
the term of this Agreement which would impose limitations on the legal rights of
the Interiors Group as CSL shareholders other than those imposed pursuant to the
express terms of this Agreement, including, without limitation, any action which
would impose restrictions (i) based upon the size of security holding,
nationality of a security holder, the business in which a security holder is
engaged or other considerations applicable to the Interiors Group and not to
security holders generally; or (ii) with reference to Common Stock generally, by
means of the issuance of or proposal to issue any other class of securities
having voting power disproportionately greater than the equity investment in CSL
represented by such securities.
(b) CSL will furnish to Interiors' designees on CSL's Board of Directors
all information that is provided to the other directors of CSL; provided such
information is held in strict confidence by such recipient.
(c) CSL will furnish to Interiors all information that is required by
generally accepted accounting principles to enable Interiors to account for its
investment in CSL. To the extent reasonably requested by interiors, CSL will,
and will cause its employees, independent public accountants and other
representatives to, at CSL's expense, provide information regarding CSL to, and
otherwise cooperate with, Interiors so as to enable Interiors to prepare
financial statements in accordance with generally accepted accounting principles
in the United States, and to comply with its reporting requirements and other
disclosure obligations under applicable United States securities laws and
regulations; provided that, to the extent such information regarding CSL is not
regularly prepared for or provided to CSL in the ordinary course of business,
such information shall be furnished at Interiors' expense.
(d) CSL will comply with all of its obligations under the Stock Purchase
Agreement of even date herewith between CSL and interiors.
2
<PAGE>
4. TERMINATION
Notwithstanding any other provision of this Agreement, either party may
terminate this Agreement, in its sole discretion, if the other party fails to
perform or observe any of its obligations pursuant to this Agreement or the
Stock Purchase Agreement (a "Terminating Breach"); provided, however, that if
such Terminating Breach is curable by the breaching party through the exercise
of its best efforts and such breaching party continues to exercise such best
efforts, the other party may not terminate this Agreement under this Section 4
for a period of 10 days from the date on which such party delivers to the
breaching party written notice setting forth in reasonable detail the
circumstances giving rise to such Terminating Breach.
5. MISCELLANEOUS
(a) Interiors, on the one hand, and CSL, on the other, acknowledge and
agree that irreparable damage would occur in the event 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
entitled to an injunction or injunctions to prevent breaches of the provisions
of this Agreement and to enforce specifically the terms and provisions hereof in
any court of the United States or any state thereof having jurisdiction, in
addition to any other remedy to which they may be entitled at law or equity.
(b) If any provision of this Agreement is in violation of any statute,
rule, regulation, order or decree of any governmental authority, court or
agency, or subjects any member of the Interiors Group to governmental regulation
to which it is not now subject, which violation or regulation would have a
material adverse impact on the operations of the Interiors Group taken as a
whole, then such member of the Interiors Group shall be relieved of its
obligations under such provision to the minimum extent necessary to cure such
violation or eliminate the applicability of such regulation; provided that this
subparagraph shall not apply to any such violation or regulation resulting in
part from activities or operations of any member of the Interiors Group other
than its ownership of Voting Securities and the consummation of the transactions
contemplated by this Agreement.
(c) As used herein, the term "affiliate" shall have the meaning set forth
in Rule 12b-9 under the Exchange Act and the term "person" shall mean any
individual, partnership, corporation, trust or other entity.
(d) This Agreement and the Stock Purchase Agreement contain the entire
understanding of the parties with respect to the transactions contemplated
hereby and this Agreement may be amended only by an agreement in writing
executed by the parties hereto.
(e) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
(f) For the convenience of the parties, any number of counterparts of this
Agreement may be executed by the parties hereto and each such executed
counterpart shall be, and shall be deemed to be, an original instrument.
3
<PAGE>
(g) All notices, consents, requests, instructions, approvals and other
communications provided for herein and all legal process in regard hereto shall
be validly given, made or served, if in writing and delivered personal]y, by
fax (except for legal process) or sent by registered mail, postage prepaid, if
to:
INTERIORS:
Interiors, Inc.
320 Washington Street
Mt. Vernon, NY 10553
Attention: Max Munn, Chief Executive Officer and President
Telephone: (914) 665-5400 (x8Ol)
Telecopier: (914) 665-1610
with a copy to:
Greenberg Traurig
200 Park Avenue - 15th floor
New York, New York 10166
Attention: Stephen A. Weiss, Esq.
Telephone: (212) 801-9253
Telecopier:(212) 801-6400
CSL:
CSL Lighting Manufacturing, Inc.
27615 Avenue Hopkins
Valencia, California 91355-3447
Attention: Mark Allen, President
4
<PAGE>
with a copy to:
Morse, Zelnick, Rose & Lander LLP
450 Park Avenue, Suite 202
New York, New York 10022
Attention: Kenneth Rose, Esq.
Telephone:(212) 838-5030
Telecopier:(212) 838-9190
or to such other address or fax number as any party may, from time to time,
designate in a written notice given in a like manner. Notice given by fax shall
be deemed delivered on the day the sender receives fax confirmation that such
notice was received at the fax number of the addressee. Notice given by mail as
set out above shall be deemed delivered five days after the date the same is
postmarked.
(h) From and after the Termination Date or earlier termination of this
Agreement, the covenants of the parties set forth herein shall be of no further
force or effect and the parties shall be under no further obligation with
respect thereto.
(i) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed therein, without regard to the choice of laws principles
thereof.
(j) No failure or delay on the part of either party in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.
IN WITNESS WHEREOF, Interiors and CSL have caused this Agreement to be
duly executed by their respective officers, each of whom is duly authorized, all
as of the day and year first above written.
INTERIORS, INC.
By /s/ Max Munn
------------------------------------
Max Munn
Chief Executive Officer and President
CSL LIGHTING MANUFACTURING, INC.
By /s/ Mark Allen
------------------------------------
Mark Allen
Chief Executive Officer
5
