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Exhibit 8
EXCHANGE AGREEMENT
This Exchange Agreement (herein so called) is entered into as of this 4th
day of November, 1994, between Citicorp Venture Capital Ltd., a New York
corporation ("CVC") and Chase Brass Industries, Inc., a Delaware Corporation
(the "Company").
WHEREAS, CVC owns certain shares of common stock, par value $.01 per share
("Common Stock") of the Company; and
WHEREAS, the Company and CVC desire to provide terms pursuant to which CVC
may from time to time exchange shares of Common Stock for shares of nonvoting
common stock par value $.01 per share ("Nonvoting Common Stock"), of the Company
as a condition to CVC's agreement as a stockholder of the corporation to certain
actions taken by the Company to enable the Company to effect its initial public
offering of Common Stock.
NOW, THEREFORE, in consideration of the above premises and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:
1. Exchange. CVC from time to time may exchange all or any portion of
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shares of Common Stock held of record by CVC on a share-for-share
basis for shares of Common Stock. CVC shall effect an exchange of
shares of Common Stock for shares of Nonvoting Common Stock by
delivering to the Company a Request for Exchange in the form attached
here as Exhibit A, together with stock certificates
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representing at least the number of shares of Common Stock requested
to be exchanged for shares of Nonvoting Common Stock (if such shares
of Common Stock are represented by certificates) duly endorsed for
transfer to the Company and such other documents as any officer of the
Company shall deem appropriate or necessary to evidence such exchange,
all in form and substance acceptable to the Company. The rights of CVC
to exchange shares of Common Stock for shares of Nonvoting Common
Stock pursuant to this Exchange Agreement shall at all times be
subject to the availability of authorized shares of Nonvoting Common
Stock available for such exchange; provided, that the Company shall
reserve a minimum of 4,100,079 shares of Nonvoting Common Stock for
issuance to CVC in exchange for Common Stock pursuant to this Exchange
Agreement until such number shall have been depleted by such exchanges
for CVC.
2. Issuance of Shares of Nonvoting Common Stock. Upon receipt of a
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Request for Exchange, together with the appropriate stock certificates
(if applicable) and such other documentation as shall have been
requested by the Company, the Company shall issue in the name of CVC
one share of Nonvoting Common Stock for each share of Common Stock
requested to be exchanged into Nonvoting Common Stock or shall
instruct the transfer agent for the Common Stock to so issue shares of
Nonvoting Common Stock, as appropriate. If the certificates delivered
representing shares of Common Stock to be exchanged for shares of
Nonvoting Common Stock represent a greater number of shares of Common
Stock than the
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number for which such exchange has been requested, the Company will
(or instruct its transfer agent to) reissue in the name of CVC a new
stock certificate representing the number of shares of Common Stock
which have not been so exchanged.
3. Terms of Nonvoting Common Stock. Each of CVC and the Company
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acknowledges and agrees that all shares of Nonvoting Common Stock
issued pursuant to this Exchange Agreement shall be subject to the
terms and conditions as set forth in the Company's Certificate of
Incorporation, as in effect on the date hereof as hereafter may be
amended from time to time. In addition, CVC acknowledges that the
Nonvoting Common Stock has not been approved for listing on any
national securities exchange of any over-the-counter markets and that
there generally will not be any market for the Nonvoting Common Stock.
4. Transfer of Nonvoting Common Stock. CVC agrees that, prior to
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transferring, assigning or otherwise hypothecating any shares of
Nonvoting Common Stock, other than to an affiliate of CVC whose
ownership of Common Stock would be aggregated with CVC's ownership of
Common Stock or otherwise would be subject to the provisions of the
Small Business Investment Act of 1958, as amended, or the Bank Holding
Company Act of 1956, as amended, CVC will convert all shares of
Nonvoting Common Stock to be so transferred, assigned or hypothecated
into shares of Common Stock in accordance with the terms of the
Company's Certificate of Incorporation; provided, however, that CVC
may pledge shares of Nonvoting Common Stock provided that the pledgee
agrees to be bound by the terms of this Section 4 with respect to the
shares of Nonvoting Common Stock so pledged.
5. Legends. CVC acknowledges and agrees that each certificate issued
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pursuant to this Agreement evidencing shares of Nonvoting Common Stock
(and, if applicable, shares of Common Stock) shall bear legends
substantially identical to those legends appearing on certificates of
Common Stock surrendered upon a new request for an exchange, together
with such other legends as the Company may deem necessary or
appropriate to evidence the restrictions applicable to the shares of
Nonvoting Common Stock and the application of the provisions of this
Agreement, including without limitation the following legends:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE SHARE MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
VIOLATE APPLICABLE FEDERAL OR STATE LAWS.
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS OF AN EXCHANGE AGREEMENT DATED __________ 1994, BETWEEN THE
ISSUER AND THE HOLDER OF THIS CERTIFICATE, WHICH EXCHANGE AGREEMENT
CONTAINS CERTAIN RESTRICTIONS ON THE TRANSFER, SALE OR OTHER
DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY
OF SUCH EXCHANGE AGREEMENT IS AVAILABLE FOR REVIEW BY THE REGISTERED
HOLDER OF THIS CERTIFICATE AT THE ISSUER'S PRINCIPAL EXECUTIVE OFFICE.
IN WITNESS WHEREOF, the parties hereby executed this Agreement to be
effective as of the date set forth above.
CITICORP VENTURE CAPITAL, LTD.
By: /s/ Thomas F. McWilliams
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Thomas F. McWilliams
CHASE BRASS INDUSTRIES, INC.
By: /s/ Martin V. Alonzo
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Martin V. Alonzo
Chief Executive Officer and
Chairman of the Board
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EXHIBIT A
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REQUEST FOR EXCHANGE
Citicorp Venture Capital, Ltd., a New York corporation ("CVC") hereby
requests that __________ shares ("Surrendered Shares") of Common Stock, par
value $.01 per shares ("Common Stock"), of Chase Brass Industries, Inc., a
Delaware corporation, (the "Company"), issued in the name of CVC [and
represented by certificate nos. __________] on the books and records of the
Company be exchanged on a share-for-share basis for the same number of shares of
Nonvoting Common Stock, par value $.01 per share ("Nonvoting Common Stock"), of
the Company in accordance with the terms of that certain Exchange Agreement
dated __________, 1994, between CVC and the Company.
CVC represents and warrants to the Company that CVC has good and legal
title to the Surrendered Shares, free and clear of any and all liens and
encumbrances of any kind, and that the Surrendered Shares have not been pledged
or otherwise transferred or hypothecated by CVC and CVC has the authority to
effect the exchange of the Surrendered Shares in accordance with the terms of
the Exchange Agreement and this Request for Exchange.
In consideration of the exchange herein requested, CVC hereby transfers and
assigns to the Company the Surrendered Shares and does hereby irrevocably
appoint __________ attorney to transfer the Surrendered Shares to the Company
with full power of substitution.
CITICORP VENTURE CAPITAL, LTD.
By:
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