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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
AMX Corporation
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(Name of Issuer)
Common Stock $.01 par value per share
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(Title of Class of Securities)
001801109
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(CUSIP Number)
Scott Dennis Miller
11995 Forestgate Drive, Dallas, Texas 75243, (214) 644-3048
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 15, 1996
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ X ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 001801109
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1. NAME OF REPORTING PERSON - Scott Dennis Miller
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
1,308,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,308,000
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,308,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
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14. TYPE OF REPORTING PERSON
IN
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Item 1. SECURITY AND ISSUER.
The name of the issuer is AMX Corporation (the "Issuer"). The
Issuer is organized under the laws of the State of Texas and its
principal executive offices are located at 11995 Forestgate Drive,
Dallas, Texas 75243. The class of equity securities to which this
statement relates are shares of common stock, par value $.01 per
share, of the Issuer (the "Common Stock").
Item 2. IDENTITY AND BACKGROUND.
(a) The person filing this schedule is Scott Dennis Miller (the
"Reporting Person" or "Mr. Miller").
(b) The business address for the Reporting Person is 11995
Forestgate Drive, Dallas, Texas 75243.
(c) The present principal occupation of the Reporting Person is
Chairman of the Board of the Issuer.
(d) In the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) In the past five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
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(f) The place of citizenship of the Reporting Person is the
United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Miller purchased 200,000 shares of Common Stock for $5.875
per share for an aggregate purchase price of $1,175,000 paid in cash
using personal funds and no part of the purchase price for the Common
Stock came from borrowed funds.
Item 4. PURPOSE OF TRANSACTION.
The purpose of the purchase of the shares of Common Stock
described herein was to acquire an investment in the Issuer with the
ultimate objective of realizing a capital gain upon disposition of the
investment. Mr. Miller currently has no plans or proposals that
relate or would result in any of the actions set forth in parts (a)
through (j) of Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of July 15, 1996, Mr. Miller was the beneficial owner of
1,308,000 shares of Common Stock. The percentage ownership interest
in the Common Stock for Mr. Miller is 16.8%.
(b) Number of shares as to which Mr. Miller has:
(i) sole power to vote or to direct the vote:
1,308,000 shares
(ii) shared power to vote or to direct the vote:
0 shares
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(iii) sole power to dispose or direct the disposition
of:
1,308,000 shares
(iv) shared power to dispose or direct the disposition of:
0 shares
(c) On July 15, 1996, Mr. Miller acquired 200,000 shares of
Common Stock for $5.875 per share for an aggregate purchase price of
$1,175,000 cash. The foregoing transaction was effected in a
transaction that was intended to comply with Rule 10b-18 promulgated
under the Act.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Shareholders' Agreement dated as of March 30, 1995,
as amended, the Reporting Person has the right to participate in any
sales of Common Stock made by the other parties at the same per share
price and on the same terms and conditions (other than sales of shares
made pursuant to a registration statement or pursuant to Rule 144 or
701 promulgated under the Securities Act of 1933, as amended). This
co-sale right terminates on the earlier of March 30, 2005 or when
certain investors own less than 30% of the Common Stock originally
acquired by them.
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Except as described in the immediately preceding paragraph, there
are no contracts, agreements, understandings or relationships (legal
or otherwise) between the person named in Item 2 and any person with
respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1 Shareholders' Agreement, dated as of March 30, 1995, as
amended, entered into by and among the Company, Scott D.
Miller, and the other Shareholders named therein.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
[SIGNATURE OF SCOTT DENNIS MILLER
APPEARS HERE]
Date: July 22, 1996 ------------------------------------
Scott Dennis Miller
Chairman of the Board
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Exhibit
EXHIBIT 1 Shareholders' Agreement, dated as of
March 30, 1995, as amended, entered
into by and among the Company,
Scott D. Miller and the other
Shareholders named therein
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EXECUTION COPY
SHAREHOLDERS' AGREEMENT
AGREEMENT, made as of the 30th day of March, 1995, by and among AMX
Corporation, a Texas corporation (the "Company"), those persons listed on
SCHEDULE 1 hereto (the "Current Shareholders") and those persons listed on
SCHEDULE 2 hereto (the "Investors" and, with the Current Shareholders, the
"Shareholders").
WHEREAS, the Investors are acquiring an aggregate of 120,000 shares of
Series A Redeemable Preferred Stock, par value $100 per share (the "Series A
Preferred Stock"), of the Company, and and an aggregate of 1,620,000 shares
of Common Stock, with par value $.01 per share (the "Common Stock"), pursuant
to the terms of a Series A Redeemable Preferred Stock and Common Stock
Purchase Agreement dated as of March 30, 1995 between the Company, the
Purchasers and the Principal Shareholder named therein (the "Stock Purchase
Agreement"); and
WHEREAS, it is a condition to the obligations of the Purchasers under
the Stock Purchase Agreement that this Agreement be executed by the parties
hereto, and the parties are willing to execute this Agreement and to be bound
by the provisions hereof.
NOW, THEREFORE, in consideration of the foregoing, the agreements set
forth below, and the parties' desire to provide for continuity of ownership
of the Company to further the interests of the Company and its present and
future shareholders, the parties hereby agree with each other as follows:
1. DEFINITION OF SHARES. As used in this Agreement, "Shares" shall
mean and include all shares of Common Stock and Series A Preferred Stock now
owned or hereafter acquired by the Shareholders. Other terms used as defined
terms herein and not otherwise defined shall have the meanings set forth in
the Stock Purchase Agreement.
2. PROHIBITED TRANSFERS.
(a) No Shareholder shall sell, assign, transfer, pledge,
hypothecate, mortgage, encumber or dispose of all or any of its or his Shares
except in compliance with the terms of this Agreement. Notwithstanding
anything to the contrary contained in this Agreement, (i) any Current
Shareholder may transfer without the necessity of prior
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approval all or any of his or her Shares by way of gift to his or her spouse,
any of his or her siblings, his or her lineal descendants, his or her
ancestors, or to any descendants of any of his or her siblings, or to any
trust for the benefit of any one or more of such Current Shareholder, his or
her spouse or his or her lineal descendants or ancestors, and (ii) any
Current Shareholder may transfer all or any of his or her Shares by will
or the laws of descent and distribution; and (iii) any Investor may transfer
without the necessity of prior approval any or all of his or its Shares to one
or more of the partners of such Investor, to one or more Persons affiliated
with such Investor or to any other Investor provided that any such transferee
under clause (i), (ii) or (iii) of this Section 2 shall agree in writing with
the Company and the other Shareholders, as a condition to such transfer, to
be bound by all of the provisions of this Agreement to the same extent as if
such transferee were the Current Shareholder transferring such Shares.
(b) Except for transfers permitted under clauses (i) and (ii) of the
second sentence of Section 2(a), Scott Miller shall not sell, assign,
transfer, pledge, hypothecate, mortgage, encumber or dispose of any Shares
now owned or hereafter acquired by him until such time as (i) there are no
longer outstanding any shares of Series A Preferred Stock and (ii) all of the
12.8% Subordinated Debentures issued by the Company under that certain
Subordinated Debenture Purchase Agreement dated March 30, 1995 among the
Company and the Purchasers named therein (the "Subordinated Debenture
Purchase Agreement") have been paid in full.
3. RIGHT OF FIRST REFUSAL ON DISPOSITIONS.
(a) If at any time a Current Shareholder (a "Selling Current
Shareholder") desires to sell or otherwise transfer all or any part of his
Shares pursuant to a bona fide offer from a third party (the "Proposed
Transferee"), the Selling Current Shareholder shall submit a written offer
(the "Offer") by delivering the Offer to the Company and the Investors, to
sell such Shares (the "Offered Shares") to Investors on terms and conditions,
including price, not less favorable than those on which the Selling Current
Shareholder proposes to sell such Offered Shares to the Proposed Transferee.
The Offer shall disclose the identity of the Proposed Transferee, the number
of Offered Shares proposed to be sold, the total number of Shares owned by
the Selling Current Shareholder, the terms and conditions, including price,
of the proposed sale, and any other material facts relating to the proposed
sale. The Offer shall further state (i) that the Investors may acquire, in
accordance with the provisions of this Agreement, all, but not
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less than all, of the Offered Shares for the price and upon the other terms
and conditions set forth therein and (ii) that if all such Offered Shares are
not purchased by the Investors, the Investors may exercise their rights
provided pursuant to Section 4 hereof.
(b) Each Investor shall have the right to purchase that number of
Offered Shares as shall be equal to the number of Offered Shares multiplied
by a fraction, the numerator of which shall be the number of shares of Common
Stock then owned or subject to purchase by such Investor and the denominator
of which shall be the aggregate number of shares of Common Stock then owned
or subject to purchase by all of the Investors who elect to purchase the
Offered Shares. Notwithstanding the foregoing, no Investor may purchase any
Offered Shares unless one or more Investors purchases all Offered Shares. The
amount of such Offered Shares that each Investor is entitled to purchase
under this Section 3(b) shall be referred to as its "Pro Rata Fraction".
(c) The Investors shall have a right of oversubscription such that if
any Investor fails to accept the Offer as to its full Pro Rata Fraction, the
remaining Investors shall, among them, have the right to purchase up to the
balance of such Offered Shares not so purchased. Other Investors may exercise
such right of oversubscription by accepting the Offer as to more than their
Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the
total number of the Offered Shares available in respect of such
oversubscription privilege, the oversubscribing Investors shall be cut back
with respect to over subscriptions on a pro rata basis in accordance with
their respective Pro Rata Fractions or as they may otherwise agree among
themselves.
(d) Those Investors who desire to purchase all or any part of the
Offered Shares shall communicate in writing their election to purchase to
the Selling Current Shareholder, which communication shall state the number
of Offered Shares said Investors desire to purchase and shall be provided to
the Selling Current Shareholder within 20 days of the date the Offer was
made. Such communication shall, when taken in conjunction with the Offer, be
deemed to constitute a valid, legally binding and enforceable agreement for
the sale and purchase of such Offered Shares (subject to the aforesaid
limitations as to the right of the Investors to purchase more than their Pro
Rata Fraction). Sales of such Offered Shares to be sold to the Investors
pursuant to this Section 3 shall be made at the offices of the Company within
60 days following the date the Offer was made.
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(e) If the Investors elect not to purchase all Offered Shares under
Section 3(d), then the Investors shall have no right to acquire any such
Shares under this Section 3, and all such Offered Shares may be sold by the
Selling Current Shareholder at any time within 120 days after the date the
Offer was made, subject to the provisions of Section 4. Any such sale shall
be to the Proposed Transferee, at a price and upon other terms and
conditions, if any, which, in the aggregate, are not more favorable to the
Proposed Transferee than those specified in the Offer. Any remaining Offered
Shares not sold within such 120-day period shall continue to be subject to
the requirements of a prior offer pursuant to this Section 3. If Offered
Shares are sold pursuant to this Section 3 to any purchaser who is not a
party to this Agreement, the purchaser of such Offered Shares shall execute a
counterpart of this Agreement as a precondition of the purchase of such
Offered Shares and any Offered Shares sold to such purchaser shall continue
to be subject to the provisions of this Agreement.
4. RIGHT OF PARTICIPATION IN SALES.
(a) If at any time a Shareholder (a "Selling Shareholder")
desires to sell all or any part of the Shares owned by him, or which may be
acquired by him upon exercise of options from the Company to a Proposed
Transferee, and, in the case of a proposed sale by a Current Shareholder,
those Shares to be transferred have not been purchased by the Investors under
Section 3, each of the Shareholders shall have the right to sell to the
Proposed Transferee, as a condition to such sale by the Selling Shareholder,
at the same price per share and on the same terms and conditions as involved
in such sale by the Selling Shareholder, a PRO RATA portion of the amount of
Shares proposed to be sold to the Proposed Transferee. The "pro rata portion"
of Shares which a Shareholder shall be entitled to sell to the Proposed
Transferee shall, in the case of a proposed sale of Common Stock, be that
number of Shares of Common Stock as shall equal the number of shares of
Common Stock included in the Offered Shares proposed to be sold to the
Proposed Transferee multiplied by a fraction, the numerator of which is the
aggregate of all shares of Common Stock which are then held by the
Shareholder who wishes to participate in such sale, or may be acquired by him
upon exercise of options which are then outstanding and exercisable, and the
denominator of which is the aggregate of all shares of Common Stock which are
then held by all Shareholders, or which may be acquired by any Shareholder
upon exercise of options from the Company which are then outstanding or
exercisable. To the extent that the Offered Shares include shares of Series A
Preferred Stock, then only those Shareholders who hold such shares of Series A
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Preferred Stock may participate in such sale, PRO RATA on the basis of the
number of shares of Series A Preferred Stock owned by the Shareholder who
wishes to participate in such sale as compared to the total number of shares
of Series A Preferred Stock owned by all Shareholders. In the event that the
Offered Shares include both shares of Common Stock and shares of Series A
Preferred Stock, any Shareholder who does not then hold any shares of Series A
Preferred Stock shall not be entitled to participate in the sale with respect
thereto but shall still be permitted to participate in the sale with respect
to shares of Common Stock, on the basis set forth in this Section 4.
(b) Each Shareholder who wishes to make a sale to a Proposed
Transferee which is subject to this Section 4 shall, after complying with the
provisions of Section 3 and upon expiration of the 20-day period referred to
therein, give to each Shareholder notice of such proposed sale, and state
that all Offered Shares were not purchased pursuant to the Offer as discussed
in Section 3. Such notice shall be given at least 20 days prior to the date
of the proposed sale to the Proposed Transferee. Each Shareholder wishing to
so participate in any sale under this Section 4 shall notify the Selling
Shareholder in writing of such intention within 10 days after such
Shareholder's receipt of the notice described in the preceding sentence.
(c) The Selling Shareholder and each participating Shareholder
shall sell to the Proposed Transferee all, or at the option of the Proposed
Transferee, any part of the Shares proposed to be sold by them at a price and
upon other terms and conditions, if any, which, in the aggregate, are not
more favorable to the Proposed Transferee than those in the notice provided
by the Selling Shareholder under subparagraph (b) above; PROVIDED, HOWEVER,
that any purchase of less than all of such Shares by the Proposed Transferee
shall be made from the Selling Shareholder and each participating Investor
PRO RATA based upon the relative number of the Shares that the Selling
Shareholder and each participating Investor is otherwise entitled to sell
pursuant to Section 4(a).
(d) If any Shares are sold pursuant to this Section 4 to any
purchaser who is not a party to this Agreement, the purchaser of such Shares
shall execute a counterpart of this Agreement as a precondition to the
purchase of such Shares and such Shares shall continue to be subject to the
provisions of this Agreement.
(e) From and after the date of the first sale to the public of
shares of the Company's Common Stock pursuant to a registration statement
filed under the Securities Act of 1933,
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as amended (the "Act"), this Section shall not apply to any sale by a Current
Shareholder pursuant to a subsequently filed registration statement, or to
any sale to an individual purchaser pursuant to Rule 144 promulgated under
the Act.
5. OBLIGATION TO PARTICIPATE IN SALES. If at any time Investors who
hold a majority of the shares of Common Stock issued and outstanding at such
time wish to sell to an unaffiliated third party a majority of the shares of
Common Stock purchased pursuant to the Stock Purchase Agreement, in a
transaction negotiated at arms length, they shall give notice of such
proposed sale to each other Shareholder, specifying the number of shares to
be sold, the identity of the proposed purchaser, and the terms, including
price, on which the shares are proposed to be sold. Such notice should be
given not less than fifteen days prior to the date of the proposed sale.
Each other Shareholder agrees upon request of the selling Investors, to sell
a pro rata portion of the shares of Common Stock owned by such other
Shareholder to the proposed transferee on the terms, including price,
specified in such notice. The "pro rata portion" of shares of Common Stock
which such other Shareholder is obligated to sell shall be that number of
shares of Common Stock owned by such other Shareholder times a fraction, the
numerator of which is the number of shares of Common Stock which the selling
Investors propose to sell, and the denominator of which is the aggregate
number of shares of Common Stock owned by such Investors.
6. ELECTION OF DIRECTORS.
(a) At each annual meeting of the shareholders of the Company, and
at each special meeting of the shareholders of the Company called for the
purpose of electing directors of the Company, and at any time at which
shareholders of the Company shall have the right to, or shall, vote for
directors of the Company, then, and in each event, the Shareholders shall
vote all Shares owned by them for the election of a Board of Directors
consisting of not more than seven directors, two of whom shall be designated
by the Investors voting separately as a group (of which one shall be
designated by the Investors that are affiliates of Summit Partners (which
designee initially shall be Thomas S. Roberts) and the other initially shall
be H. Berry Cash), two of whom shall be individuals who are not employees of
or consultants to the Company and who are designated by the Investors and are
reasonably acceptable to holders from time to time of a majority in number of
those shares of Common Stock owned of record on this date by any of the
Current Shareholders, or issuable upon the exercise of any options now or
hereafter held by any of the Current Shareholders (such holders referred to
in this Section 6 as the "Other
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Holders"), and three of whom shall be designated by the Other Holders, at
least two of which designees shall be members of management of the Company.
Upon the occurrence of any one or more Events of Default (as that term is
defined in Section 1.7(e) of the Subordinated Debenture Purchase Agreement),
the Shareholders shall vote all Shares owned by them for the election of a
Board of Directors consisting of not more than seven directors, two of whom
shall be designated by the Investors voting separately as a group in the
manner described the preceding sentence, one of whom shall be designated
by the entities associated with that Investor that did not previously have a
representative on the Board of Directors, one of whom shall be an outside
director selected by the Investors in their sole discretion and three of whom
shall be designated by the Other Holders, at least two of which designees
shall be members of management of the Company. If the Events of Default which
gave rise to implementation of the board designation set forth in the
immediately preceding sentence is cured, then from and after the date of such
cure, the Board of Directors shall be designated as set forth in the
provisions of this Section 6(a) without regard to the immediately preceding
sentence; provided, however, that upon the occurrence of a second Event of
Default, the Board shall thereafter be designated as provided by the
Section 6(a), including the provisions of the immediately preceding sentence,
without regard to any subsequent cure.
(b) The Investors shall have the right to remove or replace at any time
any member of the Board of Directors designated solely by the Investors,
including those outside directors who are subject to the reasonable approval
of the Other Holders. In the event that the Investors wish at any time to
change or replace such designees on the Board of Directors, they shall give
notice of such desire to the Company. As soon as practicable following
receipt of such notice, but in all events within ten days thereafter, the
Company and the Shareholders shall take such action, including the calling of
a special meeting of shareholders, as may be necessary in order to cause the
election of such successor designees.
(c) In addition to the directors designated pursuant to Section 6(a),
one additional member of management designated by the Other Holders, and one
additional designee of the Investors (who shall be a designee of the Investor
who does not have a representative serving on the Board of Directors of the
Company), shall be entitled to attend each meeting of the Board of Directors
solely in a non-voting capacity and shall be entitled to receive all
materials distributed to members of the Board of Directors. The reasonable
expenses incurred by each such observer shall be reimbursed by the Company.
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7. RIGHT OF PURCHASE. The Company hereby grants to each Investor the
right to purchase all or part of its pro rata share of New Securities (as
defined herein) which the Company, from time to time, proposes to sell and
issue, all as follows:
(a) An Investor's pro rata share, for purposes of this preemptive
right, is the ratio of the number of shares of Common Stock which such
Investor owns to the total number of shares of Common Stock then outstanding.
The Investors shall have a right of over-allotment pursuant to this Section 7
such that to the extent a Investor does not exercise its preemptive right in
full hereunder, such additional shares of New Securities which such Investor
did not purchase may be purchased by the other Investors in proportion to
the total number of shares of Common Stock which each such other Investor
owns or has the right to acquire from the Company compared to the total
number of shares of Common Stock which all such other Investors own or have
the right to acquire from the Company.
(b) "New Securities" shall mean any capital stock of the Company
whether now authorized or not, and rights, options or warrants to purchase
capital stock, and securities of any type whatsoever that are, or may become
convertible into or exchangeable for capital stock, issued on or after the date
hereof; PROVIDED that the term "New Securities" does not include (i) Common
Stock issued as a stock dividend to holders of Common Stock or upon any stock
split, subdivision or combination of shares of Common Stock, and (ii) the
aggregate number of shares of Common Stock issuable upon exercise of the
options permitted under Section 4.5 of the Stock Purchase Agreement and the
Subordinated Debenture Purchase Agreement and upon exercise of options
granted prior to the date hereof.
(c) In the event the Company proposes to undertake an issuance of
New Securities, it shall give each Investor written notice of its intention,
describing the type of New Securities and the price and the terms upon which
the Company proposes to issue the same. Each Investor shall have 20 business
days from the date of receipt of any such notice to agree to purchase up to
the Investor's pro rata share of such New Securities (and any over-allotment
amount pursuant to the operation of subparagraph (a) hereof) for the price
and upon the terms specified in the notice by giving written notice to the
Company and stating therein the quantity of New Securities to be purchased.
(d) In the event any Investor fails to exercise in full its
preemptive right (after giving effect to the over-allotment provision of
subparagraph (a) hereof), the Company shall have 180 days thereafter to sell
the New
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Securities with respect to which the Investor's option was not exercised, at
a price and upon terms which, in the aggregate, are no more favorable to the
purchasers thereof than specified in the Company's notice. Any such sale
shall be made in compliance with applicable federal and state securities
laws. To the extent the Company does not sell all the New securities offered
within said 180 day period, the Company shall not thereafter issue or sell
such New Securities without first again offering such securities to the
Investors in the manner provided above.
(e) The rights granted to the Investors under this Section 6 shall
expire immediately prior to, and shall not apply in connection with, the
consummation of the first Qualified Public Offering.
8. TERM. Except as otherwise provided herein, this Agreement shall
terminate upon the first to occur of (a) the consummation of the first
Qualified Public Offering, (b) repayment to the Investors of all obligations
owed under the Subordinated Debentures and redemption from the Investors of
all shares of Series A Preferred Stock held by them and sale by the Investors
of such numbers of shares of Common Stock such that after giving effect
thereto, the Investors as a group own less than 25% of the shares of Common
Stock then outstanding or (c) the tenth anniversary of the date of this
Agreement, whichever occurs first. Notwithstanding the foregoing, the
provisions of Paragraph 4 shall continue in full force and effect until the
tenth anniversary of the date of this Agreement; provided, however, that from
and after the date of consummation of the first Qualified Public Offering
such provisions shall not apply to sales of Shares by a Current Shareholder
pursuant to Rule 144 promulgated under the Act, or any successor rule thereto.
9. FAILURE TO DELIVER SHARES. If a Current Shareholder becomes
obligated to sell any Shares to another Shareholder or Shareholders under
this Agreement and fails to deliver such Shares in accordance with the terms
of this Agreement, such other Shareholders may, at their option, in addition
to all other remedies they may have, send to the defaulting Current
Shareholder the purchase price for such Shares as is herein specified.
Thereupon, the Company, upon written notice to the defaulting Current
Shareholder shall (a) cancel on its books the certificate or certificates
representing the Shares to be sold and (b) issue, in lieu thereof, in the
name of such other Shareholder or Shareholders, a new certificate or
certificates representing such Shares, and thereupon all of the defaulting
Current Shareholder's rights in and to such Shares shall terminate.
-9-
<PAGE>
10. SPECIFIC ENFORCEMENT. Each Shareholder expressly agrees that the
other Shareholders and the Company may be irreparably damaged if this
Agreement is not specifically enforced. Upon a breach or threatened breach
of the terms, covenant and/or conditions of this Agreement by any
Shareholder, the other Shareholders and the Company shall, in addition to all
other remedies, each be entitled to apply for a temporary or permanent
injunction, and/or a decree for specific performance, in accordance with the
provision hereof.
11. LEGEND. Each certificate evidencing any of the Shares now owned or
hereafter acquired by the Shareholders shall bear a legend substantially as
follows:
"Any sale, assignment, transfer or other disposition of the shares
represented by this certificate is restricted by, and subject to,
the terms and provisions of a certain Shareholders' Agreement dated
as of March 30, 1995, which also contains a voting agreement with
respect to such shares. A copy of said Agreement is on file with
the Secretary of the Corporation. The Corporation will furnish to
the record holder hereof without charge upon written request to
the Corporation at its principal place of business or registered
office a copy of the Shareholders' Agreement."
12. NOTICES. Notices given hereunder shall be deemed to have been duly
given on the date of personal delivery or on the date of postmark if mailed
by certified or registered mail, return receipt requested, to the party being
notified at his or its address specified on the applicable schedule hereto or
such other address as the addressee may subsequently notify the other parties
of in writing.
13. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and
neither this Agreement nor any provision hereof may be waived, modified,
amended or terminated except by a written agreement signed by the parties
hereto; PROVIDED, HOWEVER, that Investors owning at least a majority of the
shares of Common Stock owned by all Investors may effect any such waiver,
modification, amendment or termination on behalf of all of the Investors and
the Current Shareholders owning at least a majority of the Shares owned by
all Current Shareholders may effect any such waiver, modification, amendment
or termination on behalf of all of the Current Shareholders. Each of the
Shareholders represents that he or it is not a party to any other agreement
which would prevent him or it from performing his or its obligations
hereunder. No
-10-
<PAGE>
waiver of any breach or default hereunder shall be considered valid unless in
writing, and no such waiver shall be deemed a waiver of any subsequent breach
or default of the same or similar nature.
14. GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be
governed by the internal laws of the State of Texas without giving effect to
the conflicts of laws principles thereof and, except as otherwise provided
herein, shall be binding upon the heirs, personal representatives, executors,
administrators, successors and assigns of the parties.
15. SEVERABILITY. If any provision of this Agreement shall be held
to be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such
illegal, invalid or unenforceable provision were not contained herein.
16. CAPTIONS. Captions are for convenience only and are not deemed
to be part of this Agreement.
17. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-11-
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
COMPANY:
AMX CORPORATION
By: /s/ Scott D. Miller
-----------------------------------
Name: Scott D. Miller
Title: President
CURRENT SHAREHOLDERS:
/s/ Scott D. Miller
--------------------------------------
Scott D. Miller
/s/ Peter D. York
--------------------------------------
Peter D. York
/s/ Joe Hardt
--------------------------------------
J. Joseph Hardt
/s/ Billie I. Williamson
--------------------------------------
Billie I. Williamson
INVESTORS:
SUMMIT VENTURES III, L.P.
By: Summit Partners, III, L.P.,
Its General Partner
By: Stamps, Woodsum & Co. III,
Its General Partner
By: /s/ Tom Roberts
-----------------------------------
General Partner
SUMMIT INVESTORS II, L.P.
By: /s/ Tom Roberts
-----------------------------------
Authorized Signatory
-12-
<PAGE>
SUMMIT SUBORDINATED
DEBT FUND, L.P.
By: Summit Partners SD, L.P.,
Its General Partner
By: /s/ Tom Roberts
-----------------------------------
General Partner
Advent VII L.P.
By: TA Associates VII L.P., its
General Partner
By: TA Associates, Inc., its
General Partner
/s/ A. Bruce Johnston
--------------------------------------
A. Bruce Johnston
Vice President
Advent Atlantic and Pacific
II L.P.
By: TA Associates AAP II
Partners, its General
Partner
By: TA Associates, Inc., its
General Partner
/s/ A. Bruce Johnston
---------------------------------------
A. Bruce Johnston
Vice President
Chestnut Capital International
III Limited Partnership
By: TA Associates VI L.P., its
Attorney-in-Fact
By: TA Associates, Inc., its
General Partner
/s/ A. Bruce Johnston
---------------------------------------
A. Bruce Johnston
Vice President
Advent New York L.P.
By: TA Associates VI L.P., its
General Partner
By: TA Associates, Inc., its
General Partner
/s/ A. Bruce Johnston
---------------------------------------
A. Bruce Johnston
Vice President
-13-
<PAGE>
Advent Industrial II L.P.
By: TA Associates VI L.P., its
General Partner
By: TA Associates, Inc., its
General Partner
/s/ A. Bruce Johnston
---------------------------------------
A. Bruce Johnston
Attorney-in-Fact
TA Venture Investors Limited
Partnership
/s/ A. Bruce Johnston
---------------------------------------
A. Bruce Johnston
Attorney-in-Fact
INTERWEST PARTNERS V, L.P.
By: InterWest Management
Partners V, L.P.
Its General Partner
/s/ W. Stephen Holmes
---------------------------------------
General Partner
INTERWEST INVESTORS V
By: /s/ W. Stephen Holmes
---------------------------------------
General Partner
/s/ Thomas W. Sturgess
---------------------------------------
Thomas W. Sturgess
Valley View Capital Corporation
Retirement Savings Trust FBO
Thomas W. Sturgess
By: /s/ Frederick B. Hegi
---------------------------------------
Frederick B. Hegi, Trustee
-14-
<PAGE>
SCHEDULE 1
NAME AND ADDRESS
- ----------------
Scott D. Miller
7215 Helsem Bend
Dallas, Texas 75230
Peter D. York
5319 W. Mockingbird Lane
Dallas, TX 75209
J. Joseph Hardt
6254 Park Lane
Dallas, TX 75225
Billie I. Williamson
2924 Stanford
Dallas, TX 75225
<PAGE>
SCHEDULE 2
NAME AND ADDRESS
- ----------------
Summit Ventures III, L.P.
Suite 3420
One Boston Place
Boston, MA 02108
Attn: Thomas S. Roberts
Summit Investors II, L.P.
Suite 3420
One Boston Place
Boston, MA 02108
Attn: Thomas S. Roberts
Summit Subordinated Debt
Fund, L.P.
Suite 3400
One Boston Place
Boston, MA 02108
Attn: Thomas S. Roberts
Advent VII L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Advent Atlantic and
Pacific II L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Chestnut Capital International
III Limited Partnership
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Advent New York L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
<PAGE>
Advent Industrial II L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
TA Venture Investors
Limited Partnership
High Street Tower, Suite 2500
Boston, MA 02110
Attn: A. Bruce Johnston
InterWest Partners V, L.P.
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Attn: Bradley R. Kent
InterWest Investors
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Attn: Bradley R. Kent
Thomas W. Sturgess
c/o Wingate Partners
750 N. St. Paul
Suite 1200
Dallas, Texas 75201
Valley View Capital Corporation
Retirement Savings Trust FBO
Thomas W. Sturgess
c/o Wingate Partners
750 N. St. Paul
Suite 1200
Dallas, Texas 75201
<PAGE>
FIRST AMENDMENT TO
SHAREHOLDERS' AGREEMENT
This Amendment (this "Amendment") is made as of the 12th day of September,
1995, to the Shareholders' Agreement entered into on or about March 30, 1995
("Shareholders' Agreement") by and among AMX Corporation, a Texas Corporation
("Company"), those persons listed on SCHEDULE 1 hereto ("Current Shareholders")
and those persons listed on SCHEDULE 2 hereto ("Investors" and, together with
the Current Shareholders, the "Shareholders").
WHEREAS, the Company wishes to amend the Shareholders' Agreement and the
Shareholders agree to such amendment;
WHEREAS, the Company is in the process of preparing and filing a
Registration Statement pursuant to the Securities Act of 1933, as amended, to
effect an initial public offering of shares of Company common stock, $0.01 par
value ("Offering").
NOW, THEREFORE, in consideration of the foregoing promises and the
covenants, conditions, representations and warranties contained herein, the
parties hereto agree as follows:
1. Section 4(d) of the Shareholders' Agreement is hereby amended and
restated in its entirety to have such section only apply before a public
offering as follows and not to apply to the Offering and shall read as follows:
If at any time before the first sale to the public of Shares of
the Company's Common Stock pursuant to a registration statement filed
under the Securities Act of 1933, as amended (the "Act"), any Shares
are sold pursuant to this Section 4 to any purchaser who is not a
party to this Agreement, the purchaser of such Shares shall execute a
counterpart of this Agreement as a precondition to the purchase of
such Shares and such Shares shall continue to be subject to the
provisions of this Agreement. This Section shall not apply to any
sales made by any of the Shareholders which are registered for sale
pursuant to the Registration Statement and which are sold as part of
the Offering.
2. Section 4(e) of the Shareholders' Agreement is hereby amended and
restated to delete the reference to " a Current" Shareholder and to allow for
Rule 701 sales so as to provide in its entirety as follows:
From and after the date of the first sale to the public of Shares
of the Company's Common Stock pursuant to a registration statement
filed under the Act, this Section shall not apply to any sale by any
Shareholder pursuant to a subsequently filed registration statement,
or to any sale to an individual purchaser pursuant to Rule 144 or Rule
701 promulgated under the Act, or any successor rules thereto. In
addition this section shall not apply to sales made by any of the
Shareholders which are registered for sale pursuant to the
Registration Statement and which are sold as part of the Offering.
3. The last sentence of Section 8 of the Shareholders' Agreement is
hereby amended and restated to delete the reference to " a Current" Shareholder
and to allow for Rule 701 sales and to provide for a termination when the
Investors holdings of stock diminish so as to provide in its entirety as
follows:
Notwithstanding the foregoing, the provisions of Section 4 shall
continue in full force and effect until the earlier of the tenth
anniversary of the date of this Agreement or until the Investors as a
group own less than 30% of the 1,620,000 shares of Common Stock
initially acquired by them in March 1995 or issued in respect thereof
upon any stock split, stock dividend, recapitalization or other
similar event; provided, however, that from and after the date of
consummation of the first Qualified Public Offering such provisions
shall not apply to sales of Shares by any Shareholder pursuant to Rule
144 or Rule 701 promulgated under the Act, or any successor rule
thereto.
4. A new paragraph shall be added to Section 11 to address the fact that
after the Offering the voting provisions of the Shareholders' Agreement will no
longer be effective as follows:
Upon the termination of this Agreement, whether a complete
termination or a termination in which the provisions of Section 4
continue, the Company shall cause new certificates to be issued to the
Shareholders without the legend set forth above; provided however,
should the provisions of paragraph 4 survive such termination, the
Corporation shall cause new certificates to be issued to the
shareholders with a legend substantially as set forth above without a
reference to "a voting agreement".
5. A new Section 18 is added to the Shareholders' Agreement so as to
provide in its entirety as follows:
The Shareholders hereby acknowledge and agree that the Investors
will be allowed to sell a portion of their Shares of Common Stock
pursuant to a Registration Statement on Form S-1 currently being
prepared for the Offering pursuant to the Act. The Investors will be
allowed to sell a portion of their Shares of Common Stock if the
underwriters elect to exercise their option to cover over allotments
and in such event one-half of the Shares purchased pursuant to the
exercise of such option shall come from the Company and one-half from
the Investors. The Investors shall be entitled to sell a pro-rata
portion of their Shares
2
<PAGE>
of Common Stock. The "pro-rata portion" which each Investor shall be
entitled to sell shall be that number of Shares of Common Stock which the
underwriters propose to purchase from the Investors times a fraction, the
numerator of which shall be the number of Shares of Common Stock owned by
such Investor and the denominator of which shall be the number of Shares of
Common Stock held by all Investors. Notwithstanding the above, the
Investors may agree among themselves to sell other than their respective
"pro-rata portion" of such Shares of Common Stock to be acquired from the
Investors as a group.
6. The remaining terms and provisions of the Agreement shall continue in
full force and effect. Defined terms used herein and not otherwise defined
herein shall have the same meaning as set forth in the Shareholders' Agreement.
7. The amendments described in Section 1 through Section 5 above of this
Amendment shall be effective upon the closing of the Offering and if such
Offering shall not be closed by December 31, 1995, such amendments shall not
become effective.
8. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Each multiple counterpart may be transmitted via
facsimile or other similar electronic means and executed by one or more of the
undersigned, and a facsimile of the signature of one or more of the undersigned
shall be deemed an original signature for all purposes and have the same force
and effect as a manually signed original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written but executed by each party as of
the dates set forth below.
AMX:
AMX CORPORATION
/s/ Scott D. Miller
----------------------------
Scott D. Miller
President
Date: September 12, 1995
INDIVIDUAL SHAREHOLDERS:
/s/ Scott D. Miller
----------------------------
Scott D. Miller
3
<PAGE>
Date: September 12, 1995
/s/ Peter D. York
-------------------------------------------------
Peter D. York
Date: September 12, 1995
/s/ J. Joseph Hardt
-------------------------------------------------
J. Joseph Hardt
Date: September 12, 1995
/s/ Billie I. Williamson
-------------------------------------------------
Billie I. Williamson
Date: September 12, 1995
4
<PAGE>
PERSONS OR ENTITIES HOLDING A MAJORITY OF THE
SHARES OF THE COMMON STOCK OF THE COMPANY
PURCHASED PURSUANT TO THE STOCK PURCHASE AGREEMENT
INVESTORS:
SUMMIT VENTURES III, L.P.
By: Summit Partners, III, L.P.,
Its General Partner
By: Stamps, Woodsum & Co. III,
Its General Partner
By: /s/ Tom Roberts
----------------------------------------------
General Partner
Date: September 12, 1995
SUMMIT INVESTORS II, L.P.
By: /s/ Tom Roberts
----------------------------------------------
Authorized Signatory
Date: September 12, 1995
SUMMIT SUBORDINATED DEBT FUND, L.P.
By: Summit Partners SD, L.P.,
Its General Partner
By: /s/ Tom Roberts
-----------------------------------------
General Partner
Date: September 12, 1995
5
<PAGE>
ADVENT VII L.P.
By: TA Associates VII L.P.,
Its General Partner
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
-----------------------------------------
A. Bruce Johnston
Vice President
Date: September 12, 1995
ADVENT ATLANTIC AND PACIFIC II L.P.
By: TA Associates AAP II Partners,
Its General Partner
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
-----------------------------------------
A. Bruce Johnston
Vice President
Date: September 12, 1995
CHESTNUT CAPITAL INTERNATIONAL III
LIMITED PARTNERSHIP
By: TA Associates VI L.P.,
Its Attorney-in-Fact
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
-----------------------------------------
A. Bruce Johnston
Vice President
Date: September 12, 1995
6
<PAGE>
ADVENT NEW YORK L.P.
By: TA Associates VI L.P.,
Its General Partner
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
-----------------------------------------
A. Bruce Johnston
Vice President
Date: September 12, 1995
ADVENT INDUSTRIAL II L.P.
By: TA Associates VI L.P.,
Its General Partner
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
-----------------------------------------
A. Bruce Johnston
Vice President
Date: September 12, 1995
TA VENTURE INVESTORS
LIMITED PARTNERSHIP
By: /s/ A. Bruce Johnston
----------------------------------------------
A. Bruce Johnston
Attorney-in-Fact
Date: September 12, 1995
7
<PAGE>
INTERWEST PARTNERS V, L.P.
By: InterWest Management
Partners V, L.P.,
Its General Partner
By: /s/ W. Stephen Holmes
-----------------------------------------
General Partner
Date: September 12, 1995
INTERWEST INVESTORS V
By: /s/ W. Stephen Holmes
----------------------------------------------
General Partner
Date: September 12, 1995
/s/ Thomas W. Sturgess
-------------------------------------------------
Thomas W. Sturgess
Date: September 12, 1995
VALLEY VIEW CAPITAL CORPORATION
RETIREMENT SAVINGS TRUST FBO
THOMAS W. STURGESS
By: /s/ Frederick B. Negi
----------------------------------------------
Frederick B. Hegi, Trustee
Date: September 12, 1995
8
<PAGE>
SCHEDULE 1
List of Current Shareholders
Scott D. Miller
7215 Helsem Bend
Dallas, Texas 75230
Peter D. York
5319 W. Mockingbird Lane
Dallas, Texas 75209
J. Joseph Hardt
6254 Park Lane
Dallas, Texas 75225
Billie I. Williamson
2924 Stanford
Dallas, Texas 75225
<PAGE>
SCHEDULE 2
List of Investors
Summit Ventures III, L.P.
Suite 3400
One Boston Place
Boston, Massachusetts 02108
Attn: Thomas S. Roberts
Summit Investors II, L.P.
Suite 3400
One Boston Place
Boston, Massachusetts 02108
Attn: Thomas S. Roberts
Summit Subordinated Debt Fund, L.P.
Suite 3400
One Boston Place
Boston, Massachusetts 02108
Attn: Thomas S. Roberts
Advent VII L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Advent Atlantic and Pacific II L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Chestnut Capital International III Limited Partnership
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
<PAGE>
Advent New York L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Advent Industrial II L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
TA Venture Investors Limited Partnership
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
InterWest Partners V, L.P.
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Attn: Bradley R. Kent
InterWest Investors V
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Attn: Bradley R. Kent
Thomas W. Sturgess
c/o Wingate Partners
750 N. St. Paul, Suite 1200
Dallas, Texas 75201
Valley View Capital Corporation
Retirement Savings Trust FBO
Thomas W. Sturgess
c/o Wingate Partners
750 N. St. Paul, Suite 1200
Dallas, Texas 75201
<PAGE>
SECOND AMENDMENT TO
SHAREHOLDERS' AGREEMENT
This Amendment (this "Amendment") is made as of the 21st day of
November, 1995, to the Shareholders' Agreement entered into on or about March
30, 1995, as was amended by that First Amendment thereto dated as of September
12, 1995 (as amended, the "Shareholders' Agreement") by and among AMX
Corporation, a Texas Corporation ("Company"), those persons listed on SCHEDULE 1
hereto ("Current Shareholders") and those persons listed on SCHEDULE 2 hereto
("Investors" and, together with the Current Shareholders, the "Shareholders").
WHEREAS, the Company and the Shareholders wish to again amend the
Shareholders' Agreement;
WHEREAS, the Company has prepared and had declared effective a
Registration Statement pursuant to the Securities Act of 1933, as amended
("Act"), to effect an initial public offering ("Offering") of shares of Company
common stock, $0.01 par value ("Common Stock").
WHEREAS, certain of the Investors acquired in the aggregate 150,000
shares of Common Stock in the Offering as set forth on the signature pages
hereto and desire to have such shares of Common Stock be excluded from the
application of paragraph 4 of the Shareholders' Agreement.
NOW, THEREFORE, in consideration of the foregoing promises and the
covenants, conditions, representations and warranties contained herein, the
parties hereto agree as follows:
1. Section 4(d) of the Shareholders' Agreement is hereby amended
and restated in its entirety as follows:
This Section 4 shall not apply to the 150,000 shares of
Common Stock which were acquired by certain of the Investors in
the offering ("Offering") by the Company made pursuant to a
Registration Statement declared effective on November 14, 1995
pursuant to the Securities Act of 1933, as amended ("Act"). In
addition, such shares of Common Stock shall be excluded from
both the numerator and the denominator in the calculations made
pursuant to Section 4(a) for purposes of determining the "pro
rata portion" which a Shareholder desiring to participate in a
transaction shall be entitled to sell to a Proposed Transferee.
2. Section 7(e) is hereby amended to change the incorrect reference
therein to "this Section 6" to "this Section 7" to make it clear that the right
of purchase and other terms and provisions of Section 7 do not apply to the
Offering and expired immediately prior thereto.
3. Section 18 of the Shareholders' Agreement is hereby deleted as
the overallotment option of the underwriters for the Offering has been granted
solely by the Company and not by any selling shareholders.
<PAGE>
4. The remaining terms and provisions of the Shareholders'
Agreement shall continue in full force and effect or terminate as set forth
therein as a result of the Offering. Defined terms used herein and not
otherwise defined herein shall have the same meaning as set forth in the
Shareholders' Agreement.
5. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Each multiple counterpart may be transmitted via
facsimile or other similar electronic means and executed by one or more of the
undersigned, and a facsimile of the signature of one or more of the undersigned
shall be deemed an original signature for all purposes and have the same force
and effect as a manually signed original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written but executed by each party as of
the dates set forth below.
AMX:
AMX CORPORATION
/s/ Joe Hardt
--------------------------------------
Joe Hardt
President
Date: November 20, 1995
INDIVIDUAL SHAREHOLDERS:
/s/ Scott D. Miller
--------------------------------------
Scott D. Miller
Date: November 20, 1995
/s/ Joe Hardt
--------------------------------------
J. Joseph Hardt
Date: November 20, 1995
/s/ Billie I. Williamson
--------------------------------------
Billie I. Williamson
Date: November 20, 1995
2
<PAGE>
/s/ Peter D. York
--------------------------------------
Peter D. York
Date: November 20, 1995
3
<PAGE>
PERSONS OR ENTITIES HOLDING A MAJORITY
OF THE SHARES OF THE COMMON STOCK OF THE
COMPANY PURCHASED PURSUANT TO THE STOCK
PURCHASE AGREEMENT
INVESTORS:
SUMMIT VENTURES III, L.P.
By: Summit Partners, III, L.P.,
Its General Partner
By: Stamps, Woodsum & Co. III,
Its General Partner
By: /s/Tom Roberts
-----------------------------------
General Partner
Date: November 20, 1995
NUMBER OF SHARES OF COMMON STOCK
ACQUIRED IN THE OFFERING ________
SUMMIT INVESTORS II, L.P.
By: /s/ Tom Roberts
-----------------------------------
Authorized Signatory
Date: November 20, 1995
NUMBER OF SHARES OF COMMON STOCK
ACQUIRED IN THE OFFERING ________
SUMMIT SUBORDINATED DEBT FUND, L.P.
By: Summit Partners SD, L.P.,
Its General Partner
By: Stamps, Woodsum & Co. III,
Its General Partner
By: /s/ Tom Roberts
------------------------------
General Partner
Date: November 20, 1995
NUMBER OF SHARES OF COMMON STOCK
ACQUIRED IN THE OFFERING ________
4
<PAGE>
ADVENT VII L.P.
By: TA Associates VII L.P.,
Its General Partner
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
------------------------------
A. Bruce Johnston
Vice President
Date: November 20, 1995
NUMBER OF SHARES OF COMMON
STOCK ACQUIRED IN THE OFFERING
30,000
ADVENT ATLANTIC AND PACIFIC II L.P.
By: TA Associates AAP II Partners,
Its General Partner
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
------------------------------
A. Bruce Johnston
Vice President
Date: November 20, 1995
NUMBER OF SHARES OF COMMON
STOCK ACQUIRED IN THE OFFERING
7,770
5
<PAGE>
CHESTNUT CAPITAL INTERNATIONAL III
LIMITED PARTNERSHIP
By: TA Associates VI L.P.,
Its Attorney-in-Fact
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
------------------------------
A. Bruce Johnston
Vice President
Date: November 20, 1995
NUMBER OF SHARES OF COMMON
STOCK ACQUIRED IN THE OFFERING
880
ADVENT NEW YORK L.P.
By: TA Associates VI L.P.,
Its General Partner
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
------------------------------
A. Bruce Johnston
Vice President
Date: November 20, 1995
NUMBER OF SHARES OF COMMON
STOCK ACQUIRED IN THE OFFERING
3,000
6
<PAGE>
ADVENT INDUSTRIAL II L.P.
By: TA Associates VI L.P.,
Its General Partner
By: TA Associates, Inc.,
Its General Partner
By: /s/ A. Bruce Johnston
------------------------------
A. Bruce Johnston
Vice President
Date: November 20, 1995
NUMBER OF SHARES OF COMMON
STOCK ACQUIRED IN THE OFFERING
2,800
TA VENTURE INVESTORS
LIMITED PARTNERSHIP
By: /s/ A. Bruce Johnston
-----------------------------------
A. Bruce Johnston
Attorney-in-Fact
Date: November 20, 1995
NUMBER OF SHARES OF COMMON
STOCK ACQUIRED IN THE OFFERING
450
INTERWEST PARTNERS V, L.P.
By: InterWest Management
Partners V, L.P.,
Its General Partner
By: /s/ W. Stephen Holmes
------------------------------
General Partner
Date: November 20, 1995
NUMBER OF SHARES OF COMMON
STOCK ACQUIRED IN THE OFFERING
_________
7
<PAGE>
INTERWEST INVESTORS V
By: /s/ W. Stephen Holmes
-----------------------------------
General Partner
Date: November 20, 1995
NUMBER OF SHARES OF COMMON STOCK
ACQUIRED IN THE OFFERING 312
/s/ Thomas W. Sturgess
--------------------------------------
Thomas W. Sturgess
Date: November 20, 1995
VALLEY VIEW CAPITAL CORPORATION
RETIREMENT SAVINGS TRUST FBO
THOMAS W. STURGESS
By: /s/ Frederick B Hegi
-----------------------------------
Frederick B. Hegi, Trustee
Date: November 20, 1995
8
<PAGE>
SCHEDULE 1
List of Current Shareholders
Scott D. Miller
7215 Helsem Bend
Dallas, Texas 75230
Peter D. York
5319 W. Mockingbird Lane
Dallas, Texas 75209
J. Joseph Hardt
6254 Park Lane
Dallas, Texas 75225
Billie I. Williamson
2924 Stanford
Dallas, Texas 75225
SCHEDULE 1 - PAGE 1
SCHEDULE 2
List of Investors
Summit Ventures III, L.P.
Suite 3400
One Boston Place
Boston, Massachusetts 02108
Attn: Thomas S. Roberts
Summit Investors II, L.P.
Suite 3400
One Boston Place
Boston, Massachusetts 02108
Attn: Thomas S. Roberts
Summit Subordinated Debt Fund, L.P.
Suite 3400
One Boston Place
Boston, Massachusetts 02108
Attn: Thomas S. Roberts
Advent VII L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Advent Atlantic and Pacific II L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Chestnut Capital International III Limited Partnership
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
SCHEDULE 2 - PAGE 1
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Advent New York L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
Advent Industrial II L.P.
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
TA Venture Investors Limited Partnership
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Attn: A. Bruce Johnston
InterWest Partners V, L.P.
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Attn: Bradley R. Kent
InterWest Investors V
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Attn: Bradley R. Kent
Thomas W. Sturgess
c/o Wingate Partners
750 N. St. Paul, Suite 1200
Dallas, Texas 75201
Valley View Capital Corporation
Retirement Savings Trust FBO
Thomas W. Sturgess
c/o Wingate Partners
750 N. St. Paul, Suite 1200
Dallas, Texas 75201
SCHEDULE 2 - PAGE 2
