UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): August 28, 1995
SPS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 1-4416 23-1116110
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
101 Greenwood Avenue, Suite 470
Jenkintown, Pennsylvania 19046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(215) 517-2000
<PAGE>2
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
Item 2. Acquisition of a Business
(a) On August 16, 1995 SPS Technologies, Inc. (the Company)
received the regulatory approvals in Brazil to acquire
approximately 48 percent of the outstanding stock of Metalac
S.A. Industria e Comercio (Metalac) located in Sao Paulo,
Brazil from two Metalac directors (Julio Milko and Leo
Francisco Braun), their relatives and three Brazilian
companies controlled by the two Metalac directors. Metalac
is a public corporation, its shares being quoted on the Sao
Paulo and Rio de Janeiro stock exchanges. With this
acquisition, the Company has increased its ownership to
approximately 95 percent and intends to make a public tender
offer for the remaining 5 percent of the outstanding shares.
The Company completed the acquisition on August 16, 1995
under the terms of a Stock Purchase Agreement dated May 24,
1995. The Company paid $4 million in cash from current cash
reserves and issued 141,666 shares of the Company's common
stock (approximate market value on August 16, 1995 of $5.7
million) to acquire the Metalac stock. The Stock Purchase
Agreement also contains additional payments contingent on
the future earnings performance of Metalac. In addition,
the Company has entered into a non-competition agreement
with the principals.
The acquisition has been accounted for as a purchase and,
accordingly, Metalac's net assets and results of operations
will be included in the Company's consolidated financial
statements beginning August 16, 1995. As a result of the
acquisition, net assets acquired were recorded at fair value
on August 16, 1995 and no excess cost over the fair value of
the net assets acquired was realized.
(b) Metalac manufactures socket screws for general industrial
use, which are sold through distributors, and high-
performance engineered fasteners sold directly to original
equipment manufacturers for critical automotive
applications. The Company intends for Metalac to continue
to use its assets in its current business.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(a) Financial Statements of Business Acquired
The Company will provide financial statements of Metalac for
the years ended December 31, 1994 and 1993 and for the six
month period ended June 30, 1995 on Amendment Number 1 to
this Form 8-K on or before October 20, 1995 (sixty days
after this report on Form 8-K must be filed).
<PAGE>3
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
Item 7. Financial Statements, Pro Forma Information and Exhibits
(continued)
(b) Pro Forma Financial Information
Pro forma financial statements of the Company as if the
acquisition of Metalac had occurred at the beginning of the
latest fiscal year (January 1, 1995) will be provided on
Amendment Number 1 to this Form 8-K on or before October 20,
1995 (sixty days after this report on Form 8-K must be
filed). The Company will provide a pro forma condensed
balance sheet as of June 30, 1995, a pro forma condensed
combined statement of consolidated operations for the six
months ended June 30, 1995 and a pro forma condensed
combined statement of consolidated operations for the year
ended December 31, 1994.
(c) Exhibits
2a Stock Purchase Agreement with respect to Metalac S.A.
Industria e Comercio dated May 24, 1995
<PAGE>4
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
SIGNATURE
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.
SPS TECHNOLOGIES, INC.
(Registrant)
/s/ William M. Shockley
William M. Shockley
Vice President, Chief
Financial Officer and
Controller
Date: August 24, 1995
Mr. Shockley is signing on behalf of the registrant and as the
Chief Financial Officer of the registrant.
<PAGE>5
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit 2a - Stock Purchase Agreement with respect to
Metalac S.A. Industria e Comercio dated
May 24, 1995
<PAGE>6
Exhibit 2a
STOCK PURCHASE AGREEMENT
The parties to this Stock Purchase Agreement (herein the
"Agreement"), entered into as of this 24th day of May, 1995,
are as follows:
- ELEFBE S.A. ADMINISTRADORA DE BENS, a Brazilian
corporation, having its registered office at Avenida
Arruda Botelho, 684, 4o andar, suite LB, in the city of
Sao Paulo, State of Sao Paulo, enrolled in the Taxpayers'
List under number 62.373.063/0001-40, herein
represented by its Directors, Messrs. Leo Francisco
Braun and Ronald Erik Braun.
- OKLIM S.A. ADMINISTRADORA DE BENS, a Brazilian corporation,
having its registered office at Avenida Arruda Botelho,
684, 4o andar, suite JM, in the city of Sao Paulo, State
of Sao Paulo, enrolled in the Taxpayers' List under
number 63.373.121/0001-36, herein represented by
its Directors, Messrs. Julio Milko and Peter Elemer
Milko;
- JULIO MILKO, Brazilian citizen, married, businessman,
resident and domiciled in the city of Sao Paulo, State of
Sao Paulo, at Rua Traipu, 568, apt. 31, bearer of the
Identity Card RG. nr. 1.838.233, enrolled in the
Individual Taxpayers List under nr. 007.140.898-34;
- LEO FRANCISCO BRAUN, Brazilian citizen, married,
businessman, resident and domiciled in the city of Sao
Paulo, state of Sao Paulo, at Rua Mal. Bina Machado, 476,
Jardim Marajoara, bearer of the Identity Card RG. nr.
2.398.635, enrolled in the Individual Taxpayers List
under nr. 007.140.708-15;
- PAULO ANDRE MILKO, Brazilian citizen, bachelor, student,
resident and domiciled in the city of Sao Paulo, State of
Sao Paulo, at Rua Traipu, 568, apt. 31, bearer of the
Identity card RG. nr. 10.478.486-6, enrolled in the
Individual Taxpayers List under nr. 118.879.688-73;
<PAGE>8
- PETER ELEMER MILKO, Brazilian citizen, married, engineer,
resident and domiciled in the city of Sao Paulo, State of
Sao Paulo, at Rua Caiowa, 2046, Bloco 2, apt. 92, bearer
of the Identity Card RG. nr. 6.406.544, enrolled in the
Individual Taxpayers List under nr. 999.499.208-25;
- THOMAS SIGISMUNDO MILKO, Brazilian citizen, married,
business administrator, resident and domiciled in the city
of Sao Paulo, State of Sao Paulo, at Rua Piraja da
Silva, 183, apt. 163, bearer of the Identity Card RG. nr.
10.478.487, enrolled in the Individual Taxpayers List
under nr. 103.396.488-30;
- RONALD ERIK BRAUN, Brazilian citizen, married, business
administrator, resident and domiciled in the city of Sao
Paulo, State of Sao Paulo, at Rua Alberto de Faria, 830,
bearer of the Identity Card RG. nr. 5.559.277, enrolled in
the Individual Taxpayers List under nr. 999.499.468-91;
- VIVIAN LYDIA BRAUN VALLADA, Brazilian citizen, married,
psychologist, resident and domiciled in the city of Sao
Paulo, State of Sao Paulo, at Rua Caropa, 70, bearer of the
Identity Card RG. nr. 6.802.767, enrolled in the Individual
Taxpayers List under nr. 999.499.388-72; and
- LILIANA BRAUN D'AVILA, Brazilian citizen, married,
housewife, resident and domiciled in the city of Sao
Paulo, State of Sao Paulo, at Avenida Sao Valerio, 371,
bearer of the Identity Card RG. nr. 5.800.944-9, enrolled
in the Individual Taxpayers List under nr.
999.499.118-34.
(hereinafter collectively referred to as the "Sellers"), who
own, in the aggregate, 378,236,600 (three hundred seventy
eight million, two hundred thirty six thousand six hundred)
common shares representing 56.3504% of the authorized, issued
and outstanding common shares (all of which are referred to
herein as the "Common Shares") and 249,469,300 (two hundred
forty nine million, four hundred sixty nine thousand three
hundred) preferred shares representing 38.8374% of the
authorized, issued and outstanding preferred shares (all of which
are referred to herein as the "Preferred Shares") (and all of the
Common Shares and the Preferred Shares hereinafter referred to
as the "Shares"), representing 47.7864% of the total capital
<PAGE>9
stock of Metalac S.A. Industria e Comercio, a Brazilian
publicly-held corporation, with head office at Avenida
Itavuvu, 4690, in the city of Sorocaba, State of Sao Paulo,
Brazil, enrolled in the Taxpayers' List under number
61.284.006/0001-22, duly registered with the Comissao de
Valores Mobiliarios - C.V.M. under number 008.583,
(hereinafter referred to as "Metalac"),
and
- SPS INTERNATIONAL INVESTMENT COMPANY, a company duly
organized and validly existing under the laws of the State
of Delaware, United States of America, herein represented
by its Secretary/Treasurer, Mr. John M. Morrash
(hereinafter referred to as "SPS"), and its wholly owned
subsidiary UNBRAKO INDUSTRIA E COMERCIO LTDA., a Brazilian
limited liability company, having its registered office at
Av. Brig. Faria Lima, 2577, 6o andar (parte), in the city
of Sao Paulo, State of Sao Paulo, with its Articles of
Association duly filed with the Commercial Registry of the
State of Sao Paulo under number NIRE 35.200.898.891,
enrolled in the Taxpayers' List under number
44.O68.211/0001-31, herein represented by its managers,
Messrs. Vicente Roberto de Andrade Vietri e Liliana Faccio
(hereinafter referred to as the "Buyer"), and, as
intervening party, SPS TECHNOLOGIES, INC., a company duly
organized and validly existing under the laws of
Pennsylvania, United States of America, with registered
office at Jenkintown Plaza, 101, Greenwood Avenue,
Jenkintown, Pennsylvania, United States of America, herein
represented by its controller, Mr. William M. Shockley
(hereinafter referred to as "SPS Technologies").
In consideration of the respective representations,
warranties, covenants and agreements set out herein, the
Sellers, SPS and the Buyer agree as follows:
ARTICLE 1 - PURCHASE OF SHARES, PURCHASE PRICE AND PAYMENT
Section 1. 1 - Upon the terms and subject to
the conditions set out in this Agreement, SPS, using the
<PAGE>10
Buyer as the purchasing vehicle, agrees to buy and Sellers
agree to sell, transfer and deliver the Shares to SPS and the
Buyer on the Closing Date (as defined in Section 7.1 hereof),
free and clear of all liens, pledges, encumbrances, options,
rights of first refusal and other claims of every kind
whatsoever.
Section 1.2 - As full consideration for the Shares,
upon the terms and subject to the conditions set out in
Article 6 of this Agreement, SPS, through the Buyer, agrees
to pay Sellers the Brazilian currency equivalent to
US$8,250,000.00 (eight million two hundred and fifty thousand
United States dollars) (the "Purchase Price"), payable as
follows:
(a) the Brazilian currency equivalent to
US$4,000,000.00 (four million United States dollars), in
cash, certified check or wire transfer in Brazil, on the
Closing Date; and
(b) the Brazilian currency equivalent to
US$4,250,000.00 (four million two hundred and fifty thousand
United States dollars) by means of the transfer by the Buyer
to the Sellers, on the Closing Date, of 141,666 shares of SPS
Technologies common stock ("SPS Technologies Common Stock") ,
one (1) U.S. dollar par value, to achieve such amount.
Disposal of the SPS Technologies Common Stock by the Sellers
shall be subject to the provisions of Article 8 hereof.
Section 1.3 - That portion of the Purchase Price to
be paid to Sellers in cash in local currency shall be
calculated by converting the U.S. dollar amount set forth in
Section 1.2(a) above into reais at the average exchange rate
(purchase and sale) quoted by the Central Bank of Brazil in
the SISBACEN Boletim - "cotacoes para contabilidade" SISBACEN
PTAX8OO, on the business day immediately preceding the
Closing Date.
<PAGE>11
Section 1.4 - Payment of the Purchase Price shall
be made to each Seller in accordance with his/its percentage
ownership of the Shares determined on the basis of the number
of Shares represented as owned by each such Seller in Exhibit
3.2 below, provided that Sellers shall have the right to
transfer Shares amongst themselves prior to Closing, in which
case payment of the Purchase Price shall be made in
accordance with the percentage ownership prevailing on the
Closing Date, as long as SPS and Buyer had been notified in
writing of any such ownership change at least five (5) days
prior to Closing. Individual Sellers will be paid in cash,
and Sellers Elefbe S.A. (hereinafter "Elefbe") and Oklim S.A.
(hereinafter "Oklim") in cash and in SPS Technologies Common
Stock as provided for in Section 1.2(b) above.
ARTICLE 2 - CONTINGENT PAYMENT
Section 2.1 - Subject to the satisfaction of each
of the conditions set forth in Article 6 and subject to
achievement by Metalac of the performance goals hereof, for
each year during the Term specified in Section 2.7, Sellers
shall receive payments based on the following performance
goals:
A. First Tier Goal - Sellers shall receive a
payment in Brazilian currency equivalent to US$360,000 (three
hundred sixty thousand United States Dollars) for each year
that Metalac achieves a Consolidated Profit After Tax as
defined herein of at least the equivalent to US$3,100,000
(three million one-hundred thousand United States Dollars).
B. Second Tier Goal - Sellers shall receive an
additional payment in Brazilian currency equivalent to
US$140,000 (one hundred forty thousand United States Dollars)<PAGE>
for each year that Metalac achieves a Consolidated Profit
After Tax as defined herein of a least the equivalent to
US$3,500,000 (three million five-hundred thousand United
States Dollars).
<PAGE>12
C. Third Tier Goal - Sellers shall receive a
payment in Brazilian currency equal to 47% (forty-seven
percent) of the Consolidated Profit After Tax as defined
herein achieved by Metalac in excess of the equivalent to US$
3,900,000 (three million nine-hundred thousand United States
Dollars) up to a cumulative maximum of the equivalent to US$
1,400,000 (one million four-hundred thousand United States
Dollars) under this Third Tier Goal during the Term.
Section 2.2 - The maximum amounts payable for any
single year during the Term are as follows:
A. First Tier Goal - the Brazilian currency
equivalent to US$ 360,000 (three hundred sixty thousand
United States Dollars).
B. Second Tier Goal - the Brazilian currency
equivalent to US$ 140,000 (one hundred forty thousand United
States Dollars).
C. Third Tier Goal - the Brazilian currency
equivalent to US$ 1,400,000 (one million four-hundred
thousand United States Dollars).
Section 2.3 - For purposes of this Article 2, the
term "Consolidated Profit After Tax" (hereinafter "PAT") as
used herein shall mean the consolidated profit after taxes
for operations of Metalac and all Companies (as defined in
Section 3.4 hereof) for each fiscal year period during the
Term determined in accordance with United States generally
accepted accounting principles consistently applied
(hereinafter "U.S. GAAP"), provided, however, that the PAT
shall be calculated excluding all costs and expenses
associated with the acquisition of the Shares by Buyer, and
all costs and expenses associated with this Agreement and any
other expenses and financing costs caused directly by the
acquisition of the Shares by Buyer. PAT shall be further
adjusted to reflect the cost of capital (Annual Percentage
Rate equivalent to U.S. 30 year Treasury Note plus 4%)
related to any future capital contributions made by SPS to
increase the shareholders equity base of Metalac (either in
cash, or the fair value of other capital contributions) as
<PAGE>13
of the date hereof above US$23,000,000 during the Term.
Further, PAT shall be calculated on a basis consistent in all
material respects with normal and customary business
practices in Brazil as practiced by Metalac during the last
three (3) years immediately preceding the date hereof to
fairly present the financial condition of Metalac, but in no
case shall such PAT calculations be inconsistent with GAAP
applied on a consistent basis.
Section 2.4 - SPS/Buyer agree to render to Sellers
within one hundred and twenty (120) days after the first day
of January of each year during the Term written reports
indicating the PAT for the immediately preceding fiscal year
and any payments due for achievement of performance goals in
accordance with this Article 2. Simultaneously with the
making of such report, Buyer shall pay to Sellers any
payments due hereunder.
Section 2.5 - The PAT calculations shall be based
on Metalac's and the Companies' financial statements for each
fiscal year period during the Term prepared in accordance
with U.S. GAAP, and such statements shall be audited by an
independent certified public accountant retained by the
Buyer/SPS. SPS agrees to keep accurate records in accordance
with U.S. GAAP so that the PAT as defined herein may be
accurately determined. SPS also agrees to permit said
records of Metalac and the Companies to be examined, from
time to time, during business hours, by Sellers and/or by an
independent certified public accountant employed and paid for
by Sellers, who will report back to Sellers only that
information necessary to determine the accuracy of the PAT
for the subject fiscal year period. Such inspection shall
not be made by Sellers more than once during any fiscal year
and not later than one (1) year after the end of any fiscal
year during the Term.
<PAGE>14
Section 2.6 - The performance goals and payments
set forth in Section 2.1 above shall, upon Sellers' written
request, be prospectively adjusted at Sellers' Option in
accordance with the Consumer Price Index (hereinafter "CPI")
for the remainder of the Term once the CPI has cumulatively
reached a 10% (ten percent) increase from the "Beginning
Index" as defined in this Section. Once the 10% increase
threshold has been reached, all prospective performance goals
and any payments due upon achieving such goals for each year
remaining in the Term, including the goals and payments for
the year in which the 10% threshold is reached, shall be
adjusted prospectively in accordance with the cumulative
percentage change from the Beginning Index in excess of the
10% threshold. However, all payments already paid for years
prior to when the CPI threshold reached the 10% increase
pursuant to this Section, shall not be retroactively
adjusted. The base for computing such adjustment shall be
the Consumer Price Index - Urban Consumers U.S. City Average
(1982-84 = 100), published by the United States Department of
Labor, Bureau of Labor Statistics (the "Index") which is in
effect on January 1, 1995 (the "Beginning Index"). The Index
published and in effect on the January 1 anniversary date for
each year thereafter shall be used in determining the amount
of such increase for the applicable year. Both the
performance goal and payment, if any, shall be subject to the
same CPI adjustment for the applicable year.
Section 2.7 - For purpose of this Article 2, "Term"
shall mean the period of ten (10) consecutive years beginning
January 1, 1995 and ending December 31, 2004, so that there
will be a total of 10 consecutive years in which performance
goals are measured and payments made in accordance with this
Article 2.
Section 2.8 - During the Term, if Metalac becomes
subject to majority control of a third party other than SPS
and its subsidiaries (including Buyer) or if there is a
substantial change in the nature of Metalac's business, then
Sellers, at their option, shall receive a final termination
payment (hereinafter "Termination Payment") instead of any
further payments hereunder for the remaining Term. The
Termination Payment shall be determined by mutual agreement
of the parties, but in no case greater than the future
<PAGE>15
performance payments for the remaining Term. For purposes of
this Section, the term "majority control" as used herein
shall mean more than 51% controlling interest in Metalac, and
the term "substantial change in the nature of Metalac's
business" shall mean that at least 65% of Metalac business is
no longer the business of making, selling and/or distributing
fastener products, precision components, sintered products,
tooling, and electronic wrenches.
Section 2.9 - Any disagreement arising under or in
connection with the Sections hereof relating to the
Performance Goals, which cannot be settled by negotiation and
mutual agreement between the parties within six (6) months
from first written notification of such disagreement
("Notification Period"), shall be finally settled by the
following procedure: the party alleging the disagreement
shall submit to the other party within thirty (30) days after
expiration of the Notification Period a written report,
prepared by its/his independent certified public accounting
firm at its/his own cost, setting forth its/his position; the
other party shall then submit within thirty (30) days of the
receipt of the disagreeing party's report a written report,
prepared by its/his own independent certified public
accounting firm at its/his own cost, setting forth its/his
position in response thereto; if the parties are still unable
to resolve the disagreement after the expiration of thirty
(30) days following the exchange of the other party's report,
then the parties shall select by mutual agreement a third
independent certified public accounting firm, who shall
review both reports and any other relevant information it
deems necessary, and shall resolve the dispute by selecting
one of the reports with which it is in most agreement.
The losing party (i.e. the party whose report is not
selected), shall pay all costs related to the services
rendered by the third public accounting firm.
Section 2.10 - For purposes of this Article 2, the
conversion of any amount in U.S. Dollars into Brazilian
currency and vice-versa shall be made at the average exchange
rate (purchase and sale) quoted from time to time by the
Central Bank of Brazil in the SISBACEN Boletim -
<PAGE>16
"cotacoes para contabilidade" - SISBACEN PTAXSOO, on the
business day immediately preceding the date as of which such
conversion is required to be effected.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF SELLERS
The Sellers jointly and severally make the
following representations and warranties to SPS and the
Buyer:
Section 3.1 - To the best of Sellers' knowledge,
the total capital stock of Metalac consists solely of
1,313,565,000 (one billion, three hundred thirteen million,
five hundred sixty five thousand) registered shares, with no
par value, of which 671,222,200 (six hundred seventy one
million, two hundred twenty two thousand, two hundred) are
shares of common stock and 642,342,800 (six hundred forty two
million, three hundred forty two thousand eight hundred) are
shares of preferred stock, all of which have been validly
issued, are fully paid in and non-assessable. Metalac has no
other shares of capital stock authorized, issued or
outstanding and it has outstanding no subscriptions, options
or other obligations of any character (whether or not
evidenced by securities) obligating it to issue shares of its
capital stock other than as set out in Exhibit 3.1.
Section 3.2 - On the Closing Date Sellers will be,
in the aggregate, the lawful owners of one hundred percent
(100%) of the Shares, with clear and unencumbered title
thereto, free and clear of all liens, pledges, encumbrances,
options, rights of first refusal and other claims of any
kind, and will have full right, power and authority required
by law to sell, transfer and deliver the Shares to Buyer.
The beneficial and record ownership of the Shares to be held
by each Seller on the Closing Date is set out in Exhibit 3.2,
except for the right of Sellers to transfer Shares amongst
themselves as provided for in Section 1.4 above. The sale,
transfer and delivery of the Shares to Buyer pursuant to this
Agreement will transfer to and vest in Buyer clear and
<PAGE>17
unencumbered title thereto, free and clear of all liens,
pledges, encumbrances, options, rights of first refusal and
other claims of any kind.
Section 3.3 - To the best of Sellers' knowledge,
Metalac (a) is a publicly held corporation duly organized,
validly existing, and in good corporate and tax standing
under the laws of Brazil, (b) has the full corporate powers
and authority to own or hold under lease or similar agreement
the properties and assets which it now owns or holds under
such lease or agreement, and to carry on its business as it
is now being conducted, and (c) has obtained all the required
licenses and permits from relevant federal, state and
municipal authorities for carrying-on its activities, and the
undertaking of such activities does not violate any treaty,
statute, administrative law or regulation. SPS and the
Buyer's Legal Counsel have obtained copies of the deed of
constitution and the By-Laws of Metalac currently in force as
filed with the Commercial Registry of the State of Sao Paulo.
To the best of Sellers's knowledge, such copies are complete
and correct.
Section 3.4 - Exhibit 3.4 is a complete and correct
list of each corporation, partnership, joint venture, or
other entity (each, a "Company" and together, the
"Companies") in which stock or other interest is owned,
directly or indirectly, by Metalac, showing in each case:
(a) the number of shares of each class of stock or
other interest owned by Metalac;
(b) the total investment of Metalac in each such
Company.
All of the shares or other interests of such Companies owned
directly or indirectly by Metalac are validly issued, fully
paid, unencumbered and non-assessable and Metalac has good
title to each of the shares or other interests of each such
Company. To the best of Sellers' knowledge, the Companies
are duly organized, validly existing and in good standing
under the laws of the jurisdiction of their corresponding
establishment, have full corporate power and authority to own
or hold under lease or similar agreements the properties and
<PAGE>18
assets they now own or hold under such lease or agreement and
to carry on their business as they are now being conducted,
and each such Company is duly-qualified to do business and in
good standing in each foreign jurisdiction in which such
qualification is necessary. SPS and the Buyer's Legal
Counsel have obtained copies of the deed of constitution and
the By-Laws of each Company currently in force as filed with
the relevant Companies Registry. To the best of Sellers'
knowledge, such copies are complete and correct.
Section 3.5 - Attached- as Exhibit 3.5.A is a
complete and correct list of all administrative council
members, directors, officers, managers and employees holding
positions of confidence with Metalac and with each Company.
To the best of Sellers' knowledge, Exhibit 3.5.B is a
complete and correct list of all trade unions to which
Metalac and each Company are affiliated and collective labor
agreements executed by Metalac and the Companies. To the
best of Sellers' knowledge, (a) all employees of Metalac and
the Companies are regularly registered as such in the proper
register books, along with their corresponding salaries, all
in compliance with applicable laws and regulations; (b)
Metalac and the Companies have provided for all registrations
and filings and have taken all necessary actions required
under the social security, labor and social contribution laws
and regulations; (c) all social security and social
contribution due and payable have been paid when due, or
adequate provisions have been made in the Balance Sheets
dated December 31, 1994; (d) except for those claims listed
in Exhibit 3.5.C hereto, neither Metalac, nor any Company is
part of any other labor disputes.
Section 3.6 - SPS and the Buyer's Independent
Accountant's and Legal Counsel have obtained audited Balance
Sheets of Metalac and consolidated Balance Sheets of Metalac
and the Companies as of December 31, 1992, December 31, 1993
and December 31, 1994 and the financial statements for such
fiscal periods, all of which are attached hereto as Exhibits
3.6.A to 3.6.C. To the best of Sellers' knowledge, these
financial statements (a) are complete and correct in all
material respects, (b) are in accordance with the books and
records of Metalac and the companies, (c) have been prepared
in a manner consistent with accounting principles generally
accepted in Brazil, and (d) present fairly the financial
condition of Metalac and the Companies as of the dates
indicated, and correctly reflect the results of their
<PAGE>19
operations for the fiscal period then ended. Except as
disclosed in Exhibit 3.6.D, as of December 31, 1994, neither
Metalac nor the Companies had any obligation or liability
(absolute, contingent or other otherwise, whether due or to
become due) other than obligations and liabilities incurred
by them in the ordinary course of business and disclosed in
the financial statements provided as of that date or in the
notes appended thereto.
Section 3.7 - SPS and Buyer's Independent
Accountant's and Legal Counsel have obtained copies of all
federal income tax returns filed by Metalac and by each
Company (except for Torbus S.A.I y M., International Fastener
Trading Corp. Ltd. and Metalinox Com. e Rep. Ltda.) for
their fiscal years ended December 31, 1990, December 31,
1991, December 31, 1992 and December 31, 1993, all of which
are attached hereto as Exhibits 3.7.A to 3.7.D. To the best
of Sellers' knowledge, Metalac and the Companies have filed
no later than the due date applicable thereto all foreign,
federal, state and municipal tax returns required to be filed
by them. Except as disclosed on Exhibit 3.7.E, all taxes
shown to be due and payable with respect to such returns and
any and all taxes, business taxes and real and personal
property taxes required to be paid, except taxes not yet due,
have been paid when due. Except as shown on their December
31, 1994 Balance Sheets and in Exhibit 3.7.E, Metalac and the
Companies have no liability for any federal, state, municipal
or other taxes for or applicable to any fiscal period ended
prior thereto, and adequate provisions have been made in the
Balance Sheets identified in Section 3.6 above, as of the
dates thereof, for the payment by Metalac and the Companies
of all then accrued and unpaid federal, state, municipal and
other governmental taxes, whether or not yet due and payable
and whether or not disputed. Adequate provisions have been
made on the books and records of Metalac and the Companies
since December 31, 1994, for all such taxes that have accrued
since that date.
<PAGE>20
Section 3.8 - Attached as Exhibit 3.8 is a true and
correct list and description to the best of Sellers,
knowledge, of all bank accounts, with balances as of May 22,
1995, maintained by Metalac and by each Company, with the
names of the authorized signers in each instance.
Section 3.9 - To the best of Sellers' knowledge all
policies of insurance held by Metalac and by each Company is
currently in full force and Metalac and the Companies have
not failed to give timely notice or present any material
claim under any insurance policy.
Section 3.10 - To the best of Sellers' knowledge,
except as disclosed to SPS and the Buyer in Exhibit 3.10,
neither Metalac, nor any Company has breached any material
provision of or is in default in any material respects under
the terms of any contract, arrangement, plan, lease or
license, a breach of which, or a default under which would
have a material adverse effect upon the business or financial
conditions of Metalac or such Company.
Section 3.11 - To the best of Seller's knowledge,
(i) there is no substance, contaminant, pollutant, or waste
which is designated currently as hazardous or toxic, or is
otherwise regulated, under any applicable environmental law
or regulation located in, on, under, or above any portion of
any facilities or properties owned, leased or used by Metalac
or by any Company on or prior to the Closing Date, (ii) there
has been no release of any hazardous material into the
environment which Metalac or any of the Companies is required
to clean up or otherwise remediate, (iii) neither Metalac,
nor the companies, nor to Metalac and the Companies'
knowledge, any third party acting for Metalac or the
Companies has disposed of or transported any hazardous
material off the site in which it was generated, and (iv)
neither Metalac nor the Companies are subject to any
reporting requirements with respect to any material which, as
of the date hereof, is a hazardous material. Neither
Metalac, nor any Company received any service of process or
notice (i) from any governmental authority proposing,
suggesting or threatening investigation or remedial action or
alleging a violation of any environmental law or regulation,
(ii) from any former owner, lienholder or former or present
<PAGE>21
tenant or other user of any of the facilities or properties
owned, leased or used by Metalac or by the Companies on, or
to the best of Sellers' knowledge prior to, the Closing Date,
seeking indemnification for any cost associated with, or
making any other claim in connection with, the presence of
hazardous materials on, beneath or adjoining such facilities
or properties, and/or (iii) from any other person or entity
with respect to or otherwise relating to any potential
environmental claims against Metalac and/or the Companies.
Section 3.12 - To the best of Sellers' knowledge,
there is no unrecorded claim, obligation, liability,
litigation, proceeding or governmental investigation pending
or threatened against Metalac or any of the Companies, which
would have a material adverse effect on Metalac or its
assets.
Section 3.13 - To the best of Sellers' knowledge,
Metalac and the Companies have complied with all treaties,
laws, ordinances, rules, regulations, and orders having
application to their businesses, including, without
limitation compliance with all abuse of economic power and
antitrust laws.
Section 3.14 - To the best of Sellers' knowledge,
except as set forth in Exhibit 3.14, neither the execution
of this Agreement by the Sellers, nor the acquisition of the
Shares by the Buyer as contemplated herein, will violate any
applicable law court order or judicial decision, or violate,
conflict with or result in a breach, acceleration or
termination of any contract to which Metalac or any Company
is a party, or result in the creation of any lien or
encumbrance upon the property or the assets of Metalac or of
any Company. There are no circumstances, facts or
commitments relating to Metalac or to any of the Companies or
to their corresponding businesses and activities, by virtue
of which, pursuant to applicable law, any change in the
ownership of their respective stocks will result in any
change or modification of their powers, rights, privileges or
authority in connection with the operation of their
businesses or with respect to the ownership or possession of
<PAGE>22
the assets used in their corresponding businesses and
activities.
Section 3.15 - Sellers further represent and
warrant to SPS and Buyer that on the Closing Date they will
assign and transfer or cause to be assigned and transferred
to the Buyer, or to any other party whom SPS may designate,
title to the minority stock held by any of them or by their
nominees in the capital of each of the Companies, for their
corresponding par value, free and clear of liens, pledges,
encumbrances, options, rights of first refusal and other
claims of any kind.
ARTICLE 4 - ADDITIONAL REPRESENTATIONS AND WARRANTIES OF
SELLERS
The Sellers jointly and severally make the following
additional representations and warranties to SPS and the
Buyer:
Section 4.1 - Elefbe and Oklim are each a company
duly organized, validly existing and in good standing under
the laws of Brazil and has the corporate power and authority
to own its assets and properties and to carry on its business
as now conducted. Elefbe and Oklim have each the corporate
power and authority to execute and deliver this Agreement and
to perform its obligations and to consummate the transactions
contemplated hereby. The execution and delivery by Elefbe and
Oklim of this Agreement, and the consummation by them of the
transactions contemplated hereby, have been duly authorized
by all necessary corporate action by Elefbe and Oklim.
Section 4.2 - This Agreement, upon execution and
delivery by Sellers will constitute a legal, valid and
binding obligation of Sellers. Neither the execution and
delivery by each Seller, nor the performance by Sellers of
their obligations under this Agreement, nor the consummation
by Sellers of the transactions contemplated hereby, will
violate any provision of the charter or other governing
<PAGE>23
documents of Elefbe and Oklim and neither the execution and
delivery nor the performance by the Sellers of their
obligations under, nor the consummation by each of the
transactions contemplated by, this Agreement will, (i)
violate, conflict with or result in a breach or termination
of, or otherwise give any other contracting party additional
rights or compensation under, or the right to terminate, or
constitute a default under the terms of, any agreement to
which any Seller is a party or by which Sellers or any of
their properties or assets are bound or subject, (ii) violate
any judicial order against, or binding upon, any of the
Sellers or any of their properties or assets, or (iii)
constitute a violation by the Sellers of any applicable law
as such law relates to Sellers or to the properties or assets
of Sellers.
Section 4.3 - Except for the C.V.M. Authorization
referred to in Section 6.1, no material third party consent
or approval, authorization, license, permit or other action
by, or filing with, any governmental body, is required, with
respect to the actions of Sellers in connection with the
execution and delivery by Sellers of this Agreement or in
order for Sellers to consummate the transaction contemplated
hereby.
ARTICLE 5 - COVENANTS OF SELLERS PENDING CLOSING
Until the Closing Date, Sellers:
Section 5.1 - shall not make any material changes
in the business and management of Metalac and/or the
Companies without SPS' prior written agreement;
Section 5.2 - shall not permit Metalac and the
Companies to take or agree to take any one or more of the
following actions without the prior written approval of SPS:
(a) to amend the By-Laws or Articles
Association of Metalac and the Companies, engage in any
<PAGE>24
merger or consolidation or in any way change the character of
the business of Metalac and the Companies; and
(b) to engage in transactions with any Seller
or his/its affiliates other than transactions entered into or
made in the ordinary course of business consistent with past
practices of Metalac and the Companies;
Section 5.3 - shall cause Metalac and the Companies
to conduct their respective businesses in the ordinary and
usual course in accordance with past practices.
ARTICLE 6 - CONDITIONS PRECEDENT
The closing of the transactions contemplated by this
Agreement, to take place as provided for in Article 7 below,
with the consequent consummation of the purchase and sale of
the Shares, is subject to the satisfaction of each of the
following conditions:
Section 6.1 - Buyer shall have obtained the prior
effective approval of Comissao de Valores Mobiliarios -
C.V.M. for the purchase and sale of the Common Shares as
contemplated hereunder, pursuant to Sec. 254 and following
sections of the Brazilian Corporation Law (Law nr. 6.404, of
December 15, 1976) (the "C.V.M. Authorization").
Section 6.2 - SPS and the Buyer shall have been
furnished with, on or before the Closing Date, all of the
following documents, in form and content satisfactory to SPS
and its counsel (subject to the right of SPS and Buyer to
waive receipt of any such document):
(a) a certificate executed on behalf of Elefbe
and Oklim by duly authorized officers of Elefbe and Oklim and
by each individual Seller, dated the Closing Date, certifying
that (i) all the representations and warranties of Sellers
contained in this Agreement shall be true and correct in all
material respects on the Closing Date as if made on the
<PAGE>25
Closing Date; and (ii) all the covenants and agreements set
forth in Article 5 have been strictly observed. Such
certificate shall be accompanied by certified copies of all
documents and corporate resolutions referred to therein, if
any;
(b) a list of all powers of attorney "ad
negotia" granted by Metalac and by each Company in force on
the Closing Date, identifying in each case the corresponding
grantee and the powers granted, accompanied by the
corresponding power of attorney documents;
(c) opinion of Sellers' counsel in form and
content satisfactory to SPS and the Buyer, to the effect that
(i) the consummation of the transactions contemplated by this
Agreement will not violate any provision of Elefbe and
Oklim's charter or other governing documents; (ii) Elefbe and
Oklim have the corporate power to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby, and all corporate and other actions required to be
taken by and on the part of Elefbe and Oklim's shareholders
to authorize the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have
been duly authorized, executed and delivered by Elefbe and
Oklim and this Agreement constitutes the legal, valid and
binding obligations of Sellers in accordance with its terms;
(iii) the corporate existence, capitalization, good corporate
and tax standing, and corporate power and authority of
Metalac and of each Company is as represented and warranted
in this Agreement; (iv) except as may be specified in such
opinions, such counsels do not know of any other action,
suit, proceeding, investigation or claim, pending or
threatened, relating to this Agreement or the transactions
contemplated by this Agreement or which is likely to have a
material adverse effect on the properties or businesses of
Metalac and the Companies, in addition to those disclosed and
listed in the Exhibits to this Agreement.
Section 6.3 - Between the date of this Agreement
and the Closing Date, there shall not have occurred, in the
sole opinion of SPS and Buyer, any event resulting or which
may result in a material adverse change in the Condition of
Metalac and the Companies. For purpose of this section,
"Condition of Metalac and the Companies" means the business,
assets, condition (financial or otherwise) or results of
operations of Metalac and the Companies taken as a whole.
<PAGE>26
ARTICLE 7 - CLOSING
Section 7.1 - The closing of the purchase and sale
of the Shares contemplated by this Agreement (the "Closing")
shall take place in the city of Sao Paulo, at the offices of
Machado, Meyer, Sendacz e Opice Advogados, Rua da Consolacao,
247, 8th floor, at 02:00 p.m. Sao Paulo time, on the tenth
business day following the C.V.M. Authorization (as defined
in Section 6.1) or on such other date following the C.V.M.
Authorization as the parties may mutually agree (the "Closing
Date").
Section 7.2 - At the Closing, Sellers shall
transfer the Shares to Buyer by means of appropriate entries
in, and execution of, the Stock Transfer Books of Metalac or,
if it is the case, by means of the execution of the
appropriate forms required by the financial institution
acting as issuing agent for Metalac for registration of the
transfer shares.
Section 7.3 - At the Closing, Sellers shall
transfer and assign to SPS or to any other party whom SPS
might have previously designated, or shall cause all nominees
to transfer and assign to SPS or to any other party whom SPS
shall have indicated, as the case may be, all of the quotas
held by any of them in the capital of each Company as
provided for in section 3.15, by executing and delivering to
SPS and the Buyer the appropriate amendments to the Articles
of Association of each such Company.
Section 7.4 - At the Closing, Sellers shall deliver
to SPS and Buyer all documents and opinions which have to be
delivered by Sellers to SPS and Buyer pursuant to Section
6.2.
Section 7.5 - At the Closing, Buyer shall deliver
to Sellers that portion of the Purchase Price to be paid in
cash as provided in Section 1.2(a) and in accordance with the
percentage ownership of the Shares referred to in Section
1.4.
<PAGE>27
Section 7.6 - At the Closing, Buyer shall transfer
and assign to Elefbe and Oklim the SPS Technologies Common
Stock in payment of that portion of the Purchase Price
payable to Sellers with such stock as provided for in
Sections 1.2(b) and 1.4, by means of appropriate
authorizations to secure such transfer.
ARTICLE 8 - COVENANTS OF SELLERS FOLLOWING CLOSING
Following the Closing Date:
Section 8.1 - The Sellers agree to hold the SPS
Technologies Common Stock for a period of two (2) years
subsequent to the Closing Date in the name(s) in which they
were registered as of the Closing and shall not sell,
transfer, assign, set over, hypothecate or otherwise dispose
of the SPS Technologies Common Stock in any way whatsoever,
except as hereinafter provided.
Section 8.2 - Following the expiration of two (2)
years as set forth in Section 8.1, the Sellers may sell all
or any portion of the SPS Technologies Common Stock in the
United States securities market; provided, however, that,
such sale or sales shall be made in "brokers' transactions"
(within the meaning of Section 4(4) of the United States
Securities Act of 1933, as amended (the 1993 Act")) or
directly with a market maker in SPS Technologies Common Stock
(as that term is defined in Section 3 (a) (38) of the United
States Securities Exchange Act of 1934) and the amount of the
SPS Technologies Common Stock which any one of the Sellers
(the "Selling Shareholder") may sell in the United States,
combined with all sales in the United States market of any
other restricted or unrestricted shares of SPS Technologies
Common Stock which the Selling Shareholder may own, within
three (3) month preceding the intended sale, shall not exceed
the greater of (i) one percent (1%) of the total shares of
common stock of SPS Technologies outstanding as evidenced by
its most recent published report, or (ii) the average weekly
reported volume of trading in SPS Technologies common stock
on the New York Stock Exchange during the four (4) calendar
weeks preceding the filing of a Notice on Form 144 pursuant
to Rule 144. No Notice on Form 144 is required if the
Selling Shareholder sells less than five hundred (500)
<PAGE>28
shares of SPS Technologies Common Stock, or the SPS
Technologies Common Stock to be sold has an aggregate sale
price of less than Ten Thousand U.S. Dollars (US$10,000.00)
and the foregoing formula to determine volume limitation is
made just prior to placing the order for sale with a
registered broker or directly with a market maker in the
common stock of SPS Technologies. If a Notice on Form 144 is
required pursuant to this Agreement, the Selling Shareholder
must file three (3) completed and executed copies of the
Notice on Form 144 with the United States Securities and
Exchange Commission at its principal office in Washington,
D.C. and one (1) completed and executed copy with the New
York Stock Exchange, in each case concurrently transmitted
with the placing of the order with a registered broker for
sale or, if with a market maker, directly with such market
maker.
The Sellers agree to further comply as to the
manner and limitations on such sale of SPS Technologies
Common Stock in all respects with Rule 144 which, as the same
may be amended from time to time, is incorporated in its
entirety herein by reference as if each and every applicable
term and condition thereof was set forth herein. The extent
of an "Affiliated Group" of a Selling Shareholder for
determination of the extent of aggregation of SPS
Technologies Common Stock attributable to any Selling
Shareholder shall, be governed by the 1933 Act, as then
amended, and the rules and regulations promulgated
thereunder.
Section 8.3 - Upon issuance thereof and so long as
SPS Technologies Common Stock is subject to this Agreement,
the certificates evidencing the SPS Technologies Common Stock
(and all securities issued in exchange therefore or in
substitution thereof) shall bear the following legend in the
English language:
THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESALE RESTRICTIONS
SET FORTH IN AN AGREEMENT DATED AS OF MAY
24, 1995, BETWEEN SPS INTERNATIONAL
<PAGE>29
INVESTMENT COMPANY AND ELEFBE S.A., OKLIM S.A. AND
OTHERS AS SET FORTH THEREIN, A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SPS
TECHNOLOGIES, INC., THE ISSUER OF THESE SHARES.
Section 8.4 - Notwithstanding anything to the
contrary contained in this Article 8, the Sellers may sell,
assign, transfer, gift or otherwise dispose of any portion or
all of the SPS Technologies Common Stock to a third party
(including without limitation, family members of the Sellers)
at any time subsequent to the Closing Date with the consent
of the Buyer, which consent shall not be unreasonably
withheld. Any and all certificates evidencing shares of SPS
Technologies Common Stock transferred to such transferees
will bear the legend provided in Section 8.3 above.
Section 8.5 - The Sellers understand and agree that
the provisions in this Article 8 are in addition to, and not
in lieu of, applicable United States federal and state
securities laws. To the extent that any provision in this
Article 8 is inconsistent with such laws, such laws shall
prevail.
ARTICLE 9 - INDEMNIFICATION
Section 9.1 - Sellers jointly and severally shall
be responsible for and shall indemnify and hold SPS and Buyer
harmless for any and all losses, damages, costs and expenses
incurred or sustained by SPS and/or Buyer and/or Metalac
and/or any Company as a result of (i) any acts or omissions
of any of the Sellers occurring prior to and including the
Closing Date and which was undertaken by such Seller in bad
faith or which resulted in an undue advantage to him/it; and
(ii) any unusual, unexpected or unrecorded liabilities of
Metalac or of any Company related to facts, acts or omissions
occurred or performed prior to and including the Closing
Date. Sellers shall not be responsible for the consequences
of any acts unknown to Sellers which were performed by
employees or officers of Metalac or of any Company occurring
prior to and including the Closing Date, which cause damage
to Metalac or such Companies, including acts performed in
<PAGE>30
bad faith or negligent acts. Sellers represent and warrant
that they are unaware of any such acts as of the date hereof.
Sellers' liability hereunder shall be limited to
47% of the total loss, damage, cost or expense incurred or
sustained by SPS and/or Buyer and/or Metalac and/or the
Companies in accordance with this Section 9.1.
Section 9.2 - With respect to any payment
obligations of Buyer to Sellers after the Closing, Buyer may
retain any portion or all of the payments due Sellers to
satisfy claims of Buyer for indemnity pursuant to this
Article 9. Any undue retention by Buyer of amounts which
otherwise would have to be paid to Sellers shall subject
Buyer to a penalty of an amount equivalent to the amount
which had to be paid to Sellers, plus actual losses and
damages sustained by the Sellers as a result thereof.
Section 9.3 - Sellers shall be responsible for and
shall indemnify and hold SPS and Buyer harmless for the
liquidation and debts of Torbus S.A.. It is hereby agreed
that SPS and/or Buyer and/or Metalac shall bear the
administrative costs and expenses in connection with the
liquidation procedure of Torbus S.A. up to an aggregate
amount equivalent to US$10,000, Sellers being solely
responsible for any costs and expenses in excess of such
limit is reached.
Section 9.4 - As soon as practicable after Closing,
SPS and Buyer shall use their best efforts to replace all
personal guarantees given by Sellers to guaranty payment of
Metalac and/or the Companies' obligations in the ordinary
course of business. If any such replacement would not be
possible, SPS and Buyer shall cause Metalac or the relevant
Company in benefit of which the personal guarantee was given,
to pay the guaranteed debt upon maturity. SPS and Buyer
shall indemnify and hold Sellers harmless for any and all
losses, damages, costs and expenses incurred or sustained by
Sellers as a result of any failure by SPS, Buyer, Metalac or
<PAGE>31
the Companies to replace such personal guarantees, or to pay
when due any such guaranteed debt as contemplated hereunder.
ARTICLE 10 - TERMINATION
Anything herein to the contrary notwithstanding, this
Agreement may be terminated by Sellers or by SPS/Buyer, and
the transactions contemplated hereby abandoned at any time
prior to the Closing Date, only (i) if any one or more of the
conditions to their respective obligation to close has not
been fulfilled as of the scheduled Closing Date or (ii) if
the C.V.M. Authorization is not obtained on or before July
31, 1995, or such other date as mutually agreed in writing by
the parties.
ARTICLE 11 - MISCELLANEOUS
Section 11.1 - Each party hereto agrees to execute
such further documents or instruments and to take such other
actions as may be necessary or desirable from time to time to
effect the purposes of this Agreement and carry out its
provisions. In particular, each party undertakes to perform
or cause to be performed such acts and execute such documents
as may be required or desirable for filing for the C.V.M.
Authorization referred to in Section 6.1 within 15 (fifteen)
days from the date hereof, as well as for obtaining such
C.V.M. Authorization prior to July 31, 1995.
Section 11.2 - No party to this Agreement shall
assign or otherwise transfer any of its rights or obligations
under this Agreement without the express written consent of
each other party to this Agreement, provided, however, that
SPS, at any time prior to Closing, shall have the right to
use other affiliate company(ies) as a vehicle for the
purchase of the Shares contemplated hereby, and, in such a
case, Buyer may assign some or all of its rights and
<PAGE>32
obligations to such affiliate company(ies) of SPS, provided,
however, that SPS will remain liable for the obligations
under this Agreement.
Section 11.3 - Except as provided for in Article 10
hereof, this Agreement is irrevocable, and shall be binding
upon and inure to the benefit of the parties to this
Agreement and their respective successors and permitted
assigns.
Section 11.4 - All notices or other communications
provided for hereunder required or permitted to be given
hereunder shall be in writing and shall be deemed to be given
when delivered in person or by private courier with receipt,
when telefaxed with confirmation of transmission, or ten (10)
days after being deposited in the mail, registered or
certified, return receipt requested, as follows:
(a) If to Sellers, to
Julio Milko
Rua Traipu, 568, apt. 31
01235-000 Sao Paulo, SP., Brazil
Fax no: (011) 837-9989
Leo Francisco Braun
Rua Marechal Bina Machado, 476
04663-120 Sao Paulo, SP., Brazil
Fax no: (011) 837-9989
(b) If to SPS or Buyer, to
SPS INTERNATIONAL INVESTMENT COMPANY
Jenkintown Plaza, 101 Greenwood Avenue, Suite 470,
Jenkintown, Pennsylvania 19046-2611
U.S.A.
Attention: Mr. William M. Shockley
Fax no: (215) 517 2032
<PAGE>33
Copy to:
Machado, Meyer, Sendacz e Opice - Advogados
Rua da Consolacao, 247, 8o andar
01301-903 Sao Paulo, SP., Brazil
Attention: Moshe B. Sendacz, Esq.
Fax no: (011) 231-1392
and
Franca Ribeiro,Almeida,Monaco,Gaeta e Vietri Advogados
Av. Paulista, 810, 4o andar
01310-100 Sao Paulo, SP., Brazil
Attention: Luiz de Franca Ribeiro, Esq.
Fax no: (011) 288-5953
or in any case to such other address as hereinafter shall be
furnished as provided in this Section 11.4 by any of the
parties to this Agreement to Sellers and SPS. For purposes
of this Section 11.4, Sellers shall be deemed to be one sole
party, and any notice and/or communication given to Julio
Milko and Leo F. Braun as provided for herein shall imply a
notice and/or communication given to all the other Sellers.
Section 11.5 - Sellers, SPS and Buyer shall each
pay their own expenses in connection with this Agreement and
the transactions contemplated thereby, whether or not the
same are consummated, and none of the expenses of Sellers
shall be paid by Metalac or by any Company.
Section 11.6 - Each party represents and warrants
to the others that all negotiations relating to this
Agreement and the transactions contemplated hereby have been
carried on without the intervention of any person acting on
its/his behalf in such a manner as to give rise to any valid
claim from any brokerage commissions or finders' fees or
similar compensation in connection with the purchase and sale
of the Shares.
<PAGE>34
Section 11.7 - No delay on the part of Sellers,
SPS or Buyer in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of Sellers, SPS or Buyer of any right
hereunder operate as a waiver of any other right, power or
privilege hereunder, nor shall any partial exercise of any
right, power or privilege hereunder preclude any other
further exercise thereof or the exercise of any other right,
power or privilege hereunder.
Section 11.8 - All representations, warranties and
agreements made in this Agreement shall survive the Closing
without limitation.
Section 11.9 - If any provision or portion of this
Agreement shall to any extent be held invalid or
unenforceable in any circumstances, the remainder of this
Agreement and the application of such portion or provision to
another extent or in other circumstances shall be valid and
enforceable to the fullest extent permitted by law.
Section 11.10 - This Agreement may be modified or
amended only by written agreement of the parties.
Section 11.11 - This Agreement shall be governed
and construed in accordance with the laws of Brazil.
Section 11.12 - This Agreement is simultaneously
executed in English and Portuguese; in case of discrepancy
between such languages, the English language shall prevail.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed and original, but
all of which together shall constitute one and the same
instrument.
<PAGE>35
IN WITNESS WHEREOF the parties have caused this Agreement to
be executed in the presence of the two undersigned witnesses.
/s/ Leo F. Braun Ronald Erik Braun
ELEFBE S.A. ADMINISTRADORA DE BENS
Leo F. Braun Ronald Erik Braun
/s/ Julio Milko Peter Elemer Milko
OKLIM S.A. ADMINISTRADORA DE BENS
Julio Milko Peter Elemer Milko
/s/ Julio Milko
Julio Milko
/s/ Leo Francisco Braun
Leo Francisco Braun
/s/ Paulo Andre Milko
Paulo Andre Milko
/s/ Peter Elemer Milko
Peter Elemer Milko
/s/ Thomas Sigismundo Milko
Thomas Sigismundo Milko
/s/ Ronald Erik Braun
Ronald Erik Braun
/s/ Vivian Lydia Braun Vallada
Vivian Lydia Braun Vallada
/s/ Liliana Braun D'Avila
Liliana Braun D'Avila
/s/ John M. Morrash
SPS INTERNATIONAL INVESTMENT COMPANY
John M. Morrash
<PAGE>36
(last signature page of the Stock Purchase Agreement
amongst Elefbe S.A. Administradora de Bens et al and SPS
International Investment Company et al, dated May 24,
1995)
/s/ Vicente R.A. Vietri Liliana Faccio
UNBRAKO INDUSTRIA E COMERCIO LTDA.
Vicente R.A. Vietri Liliana Faccio
/s/ William M. Shockley
SPS TECHNOLOGIES, INC.
William M. Shockley
