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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) : May 23, 1996
COIN BILL VALIDATOR, INC.
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(Exact name of registrant as specified in its charter)
New York 0-25148 11-2974651
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
425-B Oser Avenue, Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 231-1177
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Former name or former address, if changed since last report
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Item 1. Change of Control.
(a) On May 23, 1996 (the "Transaction Date"), Coin Bill Validator,
Inc. (the "Registrant") entered into an employment agreement with Stephen Katz
("Katz") pursuant to which the Registrant agreed to cause Katz to be elected
its Vice Chairman of the Board and Chief Executive Officer (which it
subsequently did). Under the employment agreement, the Registrant agreed to
use its best efforts to increase the size of its Board of Directors from six
to nine and to elect to each new directorship a person designated by Katz,
provided that such person is reasonably acceptable to the Registrant. On the
Transaction Date, the Registrant also entered into an agreement with Joan
Vogel ("Vogel") pursuant to which Vogel agreed to terminate her employment
agreement with, and resign as director of, the Registrant in the event that
the closing sale price of the Registrant's Common Stock exceeded $10 for any
20 trading days commencing with the Transaction Date, but only if Katz acted
as Chief Executive Officer throughout such period of time and not before July
1, 1996.
On the Transaction Date, Odyssey Financial Company, a
partnership of which Katz is a general partner along with other members of his
family ("Odyssey"), purchased 200,000 shares of the Registrant's Common Stock,
par value $.01 per share ("Common Stock"), from the Joseph Vogel Revocable
Trust at a purchase price of $5.10 per share. On such date, Odyssey, Vogel,
the Joseph Vogel Revocable Trust and Katz (collectively, the "Shareholders")
entered into a Voting Trust Agreement pursuant to which the Shareholders
assigned their respective shares of Common Stock to Katz, as voting trustee,
for the benefit of the Shareholders (the "Voting Trust"). A total of 835,220
shares of Common Stock was initially subject to the terms and conditions of
the Voting Trust, amounting to approximately 30.4 percent of the Registrant's
Common Stock. Pursuant to the Voting Trust, Katz, as voting trustee, is
authorized to vote the shares of Common Stock in such manner as he determines,
in his sole judgment, to be in the best common interest of the Shareholders.
There are no restrictions imposed by the Voting Trust on the ability of any of
the Shareholders to sell their respective shares.
The Voting Trust terminates upon certain enumerated events,
but in no event later then May 22, 1998.
(b) Not applicable.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1. Employment Agreement, dated May 23, 1996, between the
Registrant and Katz.
2. Letter Agreement, dated May 23, 1996, between Odyssey and
the Joseph Vogel Revocable Trust.
3. Voting Trust Agreement, dated May 23, 1996, among Odyssey,
Vogel, the Joseph Vogel Revocable Trust and Katz.
4. Letter Agreement, dated May 23, 1996, between Vogel and the
Registrant.
5. Agreement, dated June 4, 1996, among Odyssey, Vogel, the
Joseph Vogel Revocable Trust and Katz.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COIN BILL VALIDATOR, INC.
By: /s/ Stephen Katz
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Stephen Katz,
Chief Executive Officer
Date: June 6, 1996
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Exhibit 1
COIN BILL VALIDATOR, INC
[Letterhead]
May 24, 1996
Mr. Stephen Katz
20 East Sunrise Highway
Valley Stream, NY 11581
Dear Mr. Katz:
Coin Bill Validator, Inc., a New York corporation (the "Company") is hereby
offering you employment as Chief Executive Officer and you are also becoming
Vice Chairman of the Board of Directors of the Company.
Resolutions duly adopted by the Company electing you to the Board of Directors
and appointing you Vice Chairman of the Board and Chief Executive Officer are
annexed hereto.
The Company shall hereafter use its best efforts to promptly cause such action
to be taken as is required to increase the size of the entire board of
directors from six to nine and to elect to each new directorship a person
designated by you, provided that such person is reasonably acceptable to the
Company. You shall furnish to the board of directors reasonably detailed
biographical information (including the information that would be required to
be disclosed pursuant to Regulation S-K under the Securities Act of 1933)
about each person designate so to be elected to the board. The Company shall
use its best efforts to promptly cause the board of directors to elect each
person so designated by you as a director of the Company, unless the board
determines in good faith that such person is ineligible or unsuitable for such
office, in which case, the board shall within two business days of the date of
such determination provide you written notice of such determination setting
forth in reasonable detail the basis for the ineligibility or unsuitability of
such person to serve as a director. If any person so designated by you is not
elected to be a director of the Company based on such a determination, you
shall have the right to designate another person in lieu of the first person
so designated until three persons designated until three persons designated by
you are elected as directors of the Company.
Page 1 of 3
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Stephen Katz (Cont'd)
As an executive employee of the Company you shall be paid a salary at the rate
of $150,000 per year (less all required withholdings and other deductions),
payable in accordance with the Company's normal payroll practices. You will
herefore be eligible for all other associated fringe benefits. You agree that
you will devote such time (which need not be your full time) as is necessary
to carry out your duties as CEO in the establishment of Strategic Planning as
it related to business growth and operations.
Traditional terms of employment agreements will apply to such things as
expenses; basis of termination; nondisclosure; non-competition; successors;
amendment; New York State Law being applicable; serviceability of covenants;
and remedies will apply. Specific copy regarding those issues will be provided
to you by the Company's President for approval in the near future. Until such
time as otherwise agreed to the period of employment is year-to-year or as the
board deems appropriate and nothing herein should limit in any way the
Company's right to terminate employment at any time.
In connection with your employment services as of March 19, 1996 and future
continuing services of employment an option for a period of five years, to
purchase (a) under our 1994 Stock Option Plan 100,000 shares of the Common
Stock of the Company at $6.00 (which is equal to the fair market value of the
Common Stock as of March 19, 1996) and (b) subject to the approval of
Shareholders of the Company of the 1996 Stock Option Plan, 100,000 shares of
the Common Stock of the Company at $6.60 (which is equal to 110% of the fair
market value of the Common Stock, as of March 19, 1996. Such options shall
vest at the rate of 33 1/3% per year beginning one year after the date of
employment (i.e., beginning one year after the date of your employment you may
exercise up to 33 1/3% of your options, beginning two years after the date of
your employment you may exercise up to 66 2/3% of your options, etc.) All
options will be incentive stock options to the maximum extent permissible by
law and to the extent not so permissible shall be non-qualified stock options
and shall have such other terms as will be set forth in the option agreements
between yourself and the Company, which will be executed on an immediate
basis.
Page 2 of 3
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Stephen Katz (Cont'd)
As part of this agreement, I as President/CEO agree to relinquish my office of
CEO to you, effective upon your acceptance of same. My office of President
will then also encompass full control of the day-to-day operations of the
companies business as the Chief Operating Officer. Resolutions attached hereto
duly reflect same.
Sincerely and Respectfully,
/s/ William H. Wood
------------------------------
William H. (Bill) Wood
President/CEO
Agreed to and Accepted by:
/s/ Stephen Katz
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Stephen Katz
May 24, 1996
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Date of Approval
Page 3 of 3
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Exhibit 2
ODYSSEY FINANCIAL COMPANY
20 East Sunrise Highway
Valley Stream, NY 11581
May 23, 1996
Joseph Vogel Revocable Trust
c/o Joan Vogel
425-B Oser Avenue
Hauppauge, New York 11788
Attention: Joan Vogel, Trustee
Re: COIN BILL VALIDATOR, INC. (THE "COMPANY')
-----------------------------------------
Gentlemen:
1. The undersigned is hereby purchasing from the Joseph Vogel
Revocable Trust (the "Trust") 200,000 shares of Common Stock of the Company,
par value $.01 per share (the "Shares"), at a purchase price of $5.10 per
share. Concurrently herewith, the undersigned is delivering to the Trust a
check in the amount of $1,020,000 as payment in full for the Shares.
2. The Trust is hereby selling, assigning and transferring the
Shares to the undersigned and is delivering stock certificates representing
the Shares, duly endorsed for transfer.
3. The Trust represents and warrants that it owns the shares of
record solely for the benefit of the Trust beneficiaries, free and clear of
any liens, encumbrances, claims or adverse interests and that upon payment
therefor, the undersigned will be the owner of the Shares, free and clear of
all liens, claims, encumbrances and adverse interests.
4. The undersigned represents and warrants to the Trust that the
undersigned is acquiring the Shares for the undersigned's own account for
investment and not with a view toward the resale or redistribution thereof,
and the undersigned does not now have any reason to anticipate any change in
the undersigned's circumstances or any other particular occasion or event that
would cause the undersigned to be required to sell any of the undersigned's
Shares.
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Joseph Vogel Revocable Trust
May 31, 1996
Page 2
5. The undersigned understands the meaning and legal consequences of
the representations and warranties contained herein and shall indemnify and
hold harmless the Company and the Trust from and against any and all loss,
damage or liability due to or arising out of a breach of any representation or
warranty of the undersigned contained in this Agreement.
6. The undersigned understands that (a) none of the Shares have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of certain states in reliance on specific
exemptions from registration thereunder, (b) no securities administrator or
any state or federal government has made any finding or determination relating
to the fairness for investment in the Shares, and (c) no securities
administrator of any state or the federal government has nor will recommend or
endorse any offering of the Shares.
7. The undersigned understands that (a) because neither the offer
nor sale of the Shares has been registered under the Securities Act or the
securities laws of certain states, the Shares may not be sold, assigned,
pledged or otherwise disposed of unless they are so registered or an exemption
from such registration is available, and (b) it may not be possible for the
undersigned to liquidate any investment in the Shares in an emergency or
otherwise.
8. Each party shall promptly execute, deliver, file or record such
agreements, instruments, certificates and other documents and perform such
other and further acts as the other party hereto may reasonably request or
necessary to consummate and perfect the transactions contemplated hereby.
9. All representations and warranties set forth above or in any
other written statement or document delivered by the undersigned in connection
with the transactions contemplated hereby shall be true and correct in all
respects on and as of the date hereof and shall survive the date hereof.
<PAGE>
Joseph Vogel Revocable Trust
May 31, 1996
Page 3
Kindly confirm our agreements below.
Very truly yours,
ODYSSEY FINANCIAL COMPANY
By: /S/ STEPHEN KATZ
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Stephen Katz, General Partner
AGREED:
JOSEPH VOGEL REVOCABLE TRUST
By: /S/ JOAN VOGEL
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Joan Vogel, Trustee
By: /S/ MURRAY SILVER
--------------------------
Murray Silver, Trustee
<PAGE>
Exhibit 3
VOTING TRUST AGREEMENT
This Voting Trust Agreement dated as of May 23, 1996 by and among
Odyssey Financial Company ("Odyssey"), Joan Vogel ("Vogel"), the Joseph Vogel
Revocable Trust (the "Trust", and together with Odyssey and Vogel, the
"Shareholders"), and Stephen Katz, as voting trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, each Shareholder owns the number of common shares, par
value $.01 per share (the "Common Shares"), of Coin Bill Validator, Inc., a
New York corporation (the "Company"), set forth opposite such Shareholder's
name on the signature page hereof; and
WHEREAS, the Shareholders desire to provide for the voting of the
Common Shares owned by them (the "Shares") jointly and in a consistent manner
so as to promote and expedite the management of the Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. The Shareholders hereby declare and establish a Voting Trust for
the benefit of the Shareholders, and appoint the Trustee as the trustee of the
Voting Trust. The Trustee hereby accepts such appointment; provided, however,
that the Trustee may resign such appointment at any time hereafter upon five
(5) days prior written notice given to each Shareholder.
2. Concurrently herewith, each Shareholder is assigning the Shares
owned by such Shareholder to the Trustee to hold IN TRUST for the benefit of
such Shareholder, subject to the terms and conditions hereof; and such
Shareholder is delivering to the Trustee a certificate or certificates, duly
endorsed for transfer to, or accompanied by duly executed stock powers in
favor of, the Trustee. The Shareholders and the Trustee shall give appropriate
notice and take such other actions as may be necessary or appropriate to cause
such assignment to be recorded on the stock records of the Company or its
registrar and transfer agent. The Trustee shall surrender the certificates so
delivered to him to the Company or its transfer agent and shall obtain in lieu
thereof certificates representing the Shares owned by the respective
Shareholders, each registered in the name of the Trustee.
3. The Trustee shall issue and deliver to each Shareholder a voting
trust certificate, substantially in the form of Exhibit A hereto (each, a
"Trust Certificate") in respect of the Shares delivered to the Trustee by such
Shareholder. The Trustee shall maintain a written record of the issuance of
each Trust Certificate, and any transfer thereof (except as provided in
Section 4 below), which record shall set forth the name and address of each
holder of a Trust
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Certificate, the number of Shares represented thereby and the date such Trust
Certificate is issued. Each Trust Certificate shall be transferable only on
the records of the Trustee by the holder thereof in person or by such holder's
attorney upon the surrender thereof, duly endorsed for transfer or accompanied
by an appropriate instrument of transfer, in form and substance reasonably
acceptable to the Trustee. Upon such transfer and surrender, a new Trust
Certificate shall be issued to the transferee, who shall be, by such
transferee's acceptance thereof, bound by the provisions of this Agreement, as
fully to all intents and purposes as if such transferee executed the same.
4. Anything herein to the contrary notwithstanding, at any time or
from time to time any Shares may be withdrawn from the Voting Trust, and sold,
assigned or otherwise transferred by any Shareholder (or subsequent holder of
a Trust Certificate) to any other person, provided that as a result of such
sale, assignment or other transfer, the Shareholder (or subsequent holder of a
Trust Certificate) shall not retain any direct or indirect interest in or
control over such Shares. In any such case, the Trustee shall, on behalf and
for the benefit of such Shareholder (or subsequent holder of a Trust
Certificate), cause the Shares so sold, assigned or transferred to be
transferred on the records of the Company or its registrar and transfer agent
and shall deliver the certificate representing such Shares, duly endorsed for
transfer to, or accompanied by a duly executed stock power or in favor of, the
transferee of such Shareholder (or subsequent holder of a Trust Certificate).
If fewer than all the Shares initially delivered to the Trustee are so sold,
assigned or transferred, the Trustee shall issue and deliver a new Trust
Certificate to such Shareholder (or subsequent holder of a Trust Certificate)
representing the remaining Shares held by the Trustee for the benefit of such
Shareholder (or subsequent holder of a Trust Certificate).
5. The Voting Trust shall continue in effect until the earliest of
(a) May 22, 1998 or (b) the date upon which Vogel ceases to be a director of
the Company or (c) such time, if any, as all of the Shares delivered to the
Trustee are transferred out of the Voting Trust pursuant to Section 4 above or
(d) the date that the Trustee ceases to be employed by the Company or (e) the
death of Vogel, or (f) upon the entering of an order from a court of competent
jurisdiction directing Vogel to terminate this Voting Trust, or (f) upon the
resignation of the Trustee, if the Shareholders do not (acting in their sole
and absolute discretion), within five (5) days of such resignation, agree upon
and appoint a successor voting trustee.
6. The Trustee is hereby fully authorized and empowered to, and the
Trustee shall, vote the Shares in such manner as in the Trustee's sole
judgment shall be in the best common interest of the Shareholders (or any
subsequent holders of Trust Certificates) at any meeting of shareholders of
the Company or in connection with any written consent thereof. In all matters
other than matters arising in the ordinary course of the business of the
Company, the Trustee shall consult with Vogel before taking any action with
respect thereto.
7. The Trustee shall receive and hold IN TRUST for the benefit of
the Shareholders (or any subsequent holders of Trust Certificates) any
dividends or other distributions upon or in respect of the Shares and shall
allocate and distribute the same to the Shareholders (or
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any subsequent holders of Trust Certificates) in proportion to the respective
number of Shares represented by the Trust Certificates held thereby.
8. The Trustee shall be fully indemnified against any loss,
liability, expense or other costs suffered or incurred by the Trustee in his
capacity as such hereunder. The Shareholders (and any subsequent holders of
Trust Certificates) shall promptly reimburse the Trustee for any funds
expended or costs incurred by the Trustee hereunder.
9. Miscellaneous.
a. Limitation of Authority. No provision hereof shall be deemed to
create any partnership, joint venture or joint enterprise or association among
the parties hereto, or, except as hereinabove provided, to authorize or to
empower any party hereto to act on behalf of or obligate any other party
hereto.
b. Notices. Any notice hereunder to or upon any party hereto
required or permitted to be given hereunder shall be deemed to have been duly
given for all purposes if (a) in writing and sent by (i) messenger or an
overnight courier service against receipt, or (ii) certified or registered
mail, postage paid, return receipt requested, or (b) sent by telegram,
telecopy, telex or similar electronic means, provided that a written copy
thereof is sent on the same day by postage paid first-class mail, to such
party at the following address:
To Odyssey: c/o Stephen Katz
20 East Sunrise Highway
Valley Stream, New York 11581
Fax: (516) 887-0498
To Vogel: 400 East 56th Street
New York, New York 10022
Fax: (516) 434-1771
To the Trust: Joan Vogel, Trustee
400 East 56th Street
New York, New York 10022
Fax: (516) 434-1771
and
Murray Silver, Trustee
175 Lefferts Boulevard
Woodmere, New York ll598
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To the Trustee: 20 East Sunrise Highway
Valley Stream, New York 11581
Fax: (516) 887-0498
or such other address as any party hereto may at any time, or from time to
time, direct by notice given to the other parties in accordance with this
Section. The date of giving of any such notice shall be, in the case of clause
(a)(i), the date of the receipt; in the case of clause (a)(ii), five business
days after such notice is sent; and, in the case of clause (b), the business
day next following the date such notice is sent.
c. Amendment. Except as otherwise provided herein, no amendment of
this Agreement shall be valid or effective, unless in writing and signing by or
on behalf of the parties hereto.
d. Governing Law. This Agreement shall be governed by, and interpreted
and enforced in accordance with, the laws of the State of New York without
regard to principles of choice of law or conflict of laws.
e. Jurisdiction. Each of the parties hereto hereby irrevocably
consents and submits to the jurisdiction of the Supreme Court of the State of
New and the United States District Court for the Southern District of New York
in connection with any suit, action or other proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby, waives any
objection to venue in New York County, State of New York, or such District and
agrees that service of any summons, complaint, notice or other process
relating to such proceeding may be effected in the manner provided by clause
(a)(ii) of Section 9(b).
f. Remedies. In the event of any actual or prospective breach or
default by any party hereto, the other parties shall be entitled to equitable
relief, including remedies in the nature of rescission, injunction and
specific performance. All remedies hereunder are cumulative and not exclusive,
and nothing herein shall be deemed to prohibit or limit any party from
pursuing any other remedy or relief available at law or in equity for such
actual or prospective breach or default, including the recovery of damages.
g. Severability. The provisions hereof are severable and in the
event that any provision of this Agreement shall be determined to be invalid
or unenforceable in any respect by a court of competent jurisdiction, the
remaining provisions hereof shall not be affected, but shall, subject to the
discretion of such court, remain in full force and effect, and any invalid or
unenforceable provision shall be deemed, without further action on the part of
the parties hereto, amended and limited to the extent necessary to render the
same valid and enforceable.
h. Further Assurances. Each party hereto shall execute, deliver, file
or record such agreements, instruments, certificates and other documents and
perform such other and
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further acts as any other party hereto may reasonably request or as may
otherwise be necessary or proper to consummate and perfect the transactions
contemplated hereby.
i. Assignment. This Agreement, and each right, interest and obligation
hereunder, may not be assigned by any party hereto without the prior written
consent of the other parties hereto, and any purported assignment without such
consent shall be void and without effect.
j. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement is not intended, and shall not be deemed, to create or
confer any right or interest for the benefit of any person not a party hereto.
IN WITNESS WHEREOF, the Shareholders and the Trustee have duly
executed this Agreement as of the date set forth in the Preamble hereto.
SHAREHOLDERS: NUMBER OF SHARES:
ODYSSEY FINANCIAL COMPANY 200,000
By: /s/ Stephen Katz
---------------------
Stephen Katz, General Partner
Joan Vogel 295,200
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Joan Vogel
JOSEPH VOGEL REVOCABLE TRUST 340,020
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By: /s/ Joan Vogel
---------------------
Joan Vogel, Trustee
By: /s/ Murray Silver
---------------------
Murray Silver, Trustee
TRUSTEE:
/s/ Stephen Katz
---------------------
Stephen Katz
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<PAGE>
EXHIBIT A
FORM OF VOTING TRUST CERTIFICATE
COIN BILL VALIDATOR, INC.
Voting Trust Certificate
VT No. ______ No. of Shares _______
THIS CERTIFIES THAT [name of holder of Trust Certificate] is the
beneficial owner of ____ common shares, par value $.01 per share (the "Common
Shares"), of Coin Bill Validator, Inc., a New York corporation (the
"Company"), that have been deposited with the undersigned voting trustee who
holds the same IN TRUST for the benefit of such holder pursuant to the Voting
Trust Agreement dated May 23, 1996 among certain shareholders of the Company
and the voting trustee, a copy of which agreement is on file at the principal
offices of the Company, 425B Oser Avenue, Hauppauge, New York 11788. This
certificate and the interest represented hereby is transferable on the records
of the voting trustee upon its surrender properly endorsed or accompanied by
an appropriate instrument of transfer, subject to and in accordance with the
provisions of said Voting Trust Agreement. The holder of this certificate
holds the same subject to, and such holder's interest in the aforesaid Common
Shares is in accordance with, the terms and conditions of said Voting Trust
Agreement, to which such holder, by such holder's acceptance hereof, agrees to
be bound.
IN WITNESS WHEREOF, the undersigned voting trustee has duly executed
this certificate on this ____ day of ________________, 199_.
-----------------------------------
Stephen Katz, Voting Trustee
<PAGE>
Exhibit 4
COIN BILL VALIDATOR, INC.
425-B Oser Avenue
Hauppauge, New York 11788
May 23, 1996
Mrs. Joan Vogel
Coin Bill Validator, Inc.
425-B Oser Avenue
Hauppauge, New York 11788
Dear Ms. Vogel:
Reference is made to that certain Employment Agreement, dated
January 23, 1996, by and between you and Coin Bill Validator, Inc. (the
"Company").
You and the Company hereby agree and acknowledge that such
Employment Agreement shall terminate and no longer be of any force and effect
in the event that and immediately upon both (i) the closing sale price of the
common shares of the Company on the Nasdaq National Market equals or exceeds
$10 for any 20 trading days commencing the date hereof, and (ii) Stephen Katz
shall have acted as Chief Executive Officer throughout the period of time from
the date hereof and ending on such 20th day (the "Termination"); PROVIDED,
HOWEVER, that in no event shall the Termination occur prior to July 1, 1996.
You shall resign as director of the Company not later than five business days
following receipt of notice of the Termination.
As of the date of such Termination neither you nor the Company shall
have any obligation or liability to each other except for amounts accrued but
not yet paid; PROVIDED, HOWEVER, the Company shall provide you with health
insurance for the one year period commencing on the Termination.
Kindly confirm our agreements below.
Very truly yours,
COIN BILL VALIDATOR, INC.
By: /S/ WILLIAM H. WOOD
-----------------------
Name: William H. Wood
Title:
AGREED:
/S/ JOAN VOGEL
- - ----------------------------
Joan Vogel
<PAGE>
AGREEMENT
This Agreement dated as of June 4, 1996 by and among Odyssey
Financial Company ("Odyssey"), Joan Vogel ("Vogel"), the Joseph Vogel
Revocable Trust (the "Trust") (collectively, the "Shareholders") and Stephen
Katz, as voting trustee (the "Trustee").
WHEREAS, the parties have executed a Voting Trust Agreement,
dated as of May 23, 1996 ("Voting Trust Agreement") to provide for the voting
of the Common Stock of Coin Bill Validator, Inc., a New York corporation (the
"Company"); and
WHEREAS, pursuant to the Voting Trust Agreement, the
Shareholders have agreed to assign to the Trustee their shares of Common Stock
of the Company to be held in a trust for the benefit of such Shareholders (the
"Trust") and deliver to the Trustee a certificate or certificates duly
endorsed for transfer to, or accompanied by duly executed stock powers in
favor of, the Trustee.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto hereby agree as
follows:
1. With respect to 15,200 shares of Common Stock of the
Company owned by Joan Vogel and held by Paulson Investment Company Inc.
(Account Number IX23704) ("Paulson Account") (the "Shares"), such Shares shall
remain in the Paulson Account and Vogel shall not be required to deliver such
Shares to the Trustee. Notwithstanding the foregoing, such Shares shall be
deemed to be held in the Trust for the benefit of Vogel under the terms and
conditions of the Voting Trust Agreement except, that, the Trustee shall not
be responsible for payment of any dividends or other distributions with
respect to the Shares. Vogel shall inform Trustee of any sale, assignment or
other transfer of any of the Shares.
2. This Agreement shall be governed by, and interpreted and
enforced in accordance with, the laws of the State of New York without regard
to principles of choice of law or conflict of laws.
3. Each party hereto shall execute, deliver, file or record
such agreements, instruments, certificates and other documents and perform
such other additional acts as any other party hereto may reasonably request or
as may otherwise be necessary or proper to consummate and perfect the
transactions contemplated hereby.
4. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors
23369/1111/MSN/237450.1
<PAGE>
and permitted assigns. This Agreement is not intended, and shall not be
deemed, to create or confer any right or interest for the benefit of any
person not a party hereto.
5. This Agreement may be executed in one or more
counterparts, all of which together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the Shareholders and the Trustee have
duly executed this Agreement as of the date set forth above.
SHAREHOLDERS:
ODYSSEY FINANCIAL COMPANY
By: /s/ Stephen Katz
________________________________
Stephen Katz, General Partner
/s/ Joan Vogel
___________________________________
Joan Vogel
JOSEPH VOGEL REVOCABLE TRUST
By: /s/ Joan Vogel
________________________________
Joan Vogel, Trustee
By: /s/ Murray Silver
________________________________
Murray Silver, Trustee
VOTING TRUSTEE:
/s/ Stephen Katz
___________________________________
Stephen Katz
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23369/1111/MSN/237450.1
