SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 26, 1997
Tel-Save Holdings, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-26728 23-2827736
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
6805 Route 202, New Hope, PA 18938
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code 215-862-1500
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
In connection with the proposed merger (the "Merger") of Shared
Technologies Fairchild Inc. ("STF") with and into a wholly owned subsidiary
("Merger Sub") of Registrant pursuant to the terms of the Agreement and Plan of
Merger, dated as of July 16, 1997, by and among STF, Registrant and Merger Sub,
Registrant entered into an agreement, dated as of October 26, 1997 (the "Voting
Agreement"), between Registrant and Mentor Partners, L.P., a stockholder (the
"Stockholder") of STF, under which the Stockholder agreed to vote its shares of
STF in favor of the Merger. Registrant had previously reported that it had
entered into similar voting agreements with certain other stockholders of STF.
The stockholders under such other voting agreements, together with the
Stockholder, hold approximately 53% of the outstanding STF stock. A copy of the
Voting Agreement is attached as an Exhibit to this Current Report and
incorporated herein by this reference. The foregoing summary is qualified in its
entirety by reference to such Exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Voting Agreement, dated as of October 26, 1997, by and between
Mentor Partners, L.P. and Tel-Save Holdings, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Tel-Save Holdings, Inc.
(Registrant)
Date: October 28, 1997 By: /s/ Aloysius T. Lawn, IV
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Aloysius T. Lawn, IV
General Counsel
and Secretary
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EXHIBIT INDEX
10.1 Voting Agreement, dated as of October 26, 1997, by and between Mentor
Partners, L.P. and Tel-Save Holdings, Inc.
EXHIBIT 10.1
VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of
October 26, 1997 by and between Mentor Partners, L.P.
("Stockholder") and Tel-Save Holdings, Inc., a Delaware corporation
("Acquiror").
WHEREAS, Shared Technologies Fairchild Inc., a Delaware corporation
(the "Company"), Acquiror and TSHCo, Inc., a Delaware corporation and a wholly
owned subsidiary of Acquiror ("Merger Sub"), are parties to an Agreement and
Plan of Merger dated as of July 16, 1997 (the "Merger Agreement"), which
provides, among other things, for the merger of the Company with and into Merger
Sub (the "Merger"), with Merger Sub as the surviving corporation and a wholly
owned subsidiary of Acquiror and which must be approved by holders of the
requisite percentages of the outstanding shares of capital stock of the Company
entitled to vote upon the Merger (such shares of capital stock, the "Company
Common Stock") at a special meeting of the Company's stockholders (the "Special
Meeting") called for the purpose of approving the Merger, all in accordance with
the requirements of the Delaware General Corporation Law, the Company's
Certificate of Incorporation and the Company's By-Laws;
WHEREAS, as of the date hereof, Stockholder owns (either beneficially
or of record) the number of shares (the "Shares") of Company Common Stock set
forth opposite such Stockholder's name on Schedule A hereto; and
WHEREAS, as a condition to the willingness of Acquiror to proceed
with the Merger Agreement, Acquiror has requested that Stockholder execute and
deliver to Acquiror and Merger Sub this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Agreement to Vote Shares. Stockholder agrees to vote the Shares and any other
shares of Company Common Stock which Stockholder, directly or indirectly,
controls at the Special Meeting or at any other meeting of the stockholders of
the Company, however called, and in any action by consent of the stockholders of
the Company (a) in favor of the Merger, (b) in favor of the Merger Agreement,
and (c) against any amendment of the Company's Certificate of Incorporation or
By-Laws or other proposal or transaction involving the Company or any of its
subsidiaries which amendment or other proposal or transaction would in any
manner impede, frustrate, prevent or nullify, or result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under or with respect to, the Merger, the Merger Agreement or any of the
other transactions contemplated by the Merger Agreement.
2. Covenants. Stockholder agrees with respect to itself and
the Shares it owns that:
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(a) It shall not, except consistent with the terms of this Agreement,
(i) transfer (which term shall include, without limitation, for the
purposes of this Agreement, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all of the Shares
or any interest therein, (ii) enter into any contract, option or other
agreement or understanding with respect to any transfer of any or all
of the Shares or any interest therein, (iii) take any other action that
would in any way restrict, limit or interfere with the performance of
its obligations hereunder or the transactions contemplated hereby, or
(iv) grant any proxies or powers of attorney with respect to any of the
Shares, deposit any Shares into a voting trust or enter into a voting
agreement with respect to such Shares. Notwithstanding the foregoing,
Stockholder may transfer its Shares if such transferee becomes a party
to and bound by all of the terms of this Agreement.
(b) It will not enter into any transaction, take any action, or
directly or indirectly cause any event to occur that would result in
any of the representations or warranties of Stockholder herein
contained not being true and correct at and as of the time immediately
after the occurrence of such transaction, action or event.
3. Representations and Warranties. Stockholder represents and warrants
with respect to itself and the Shares it owns that:
(a) It is the record or beneficial owner of the number of Shares set
forth on Schedule A opposite its name and, except for the Shares, it is
not the record or beneficial owner of any shares of the Company Common
Stock.
(b) This Agreement has been duly executed and delivered by Stockholder
and constitutes the legal, valid and binding obligation of Stockholder,
enforceable against Stockholder in accordance with its terms.
Stockholder has all necessary power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. Neither the execution
and delivery of this Agreement nor the consummation by Stockholder of
the transactions contemplated hereby will result in a violation of, or
a default under, or conflict with, any contract, trust, commitment,
agreement, understanding, arrangement or restriction of any kind to
which Stockholder is a party or bound or to which the Shares are
subject which would materially impair the ability of Stockholder to
perform hereunder. Consummation by Stockholder of the transactions
contemplated hereby will not violate, or require any consent, approval,
or notice under, any provision of any judgment, order, decree, statute,
law, rule or regulation applicable to Stockholder or the Shares, except
for any filing under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the filing of an amendment to the Schedules
13D, if any, filed by Stockholder with respect to the Company Common
Stock.
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(c) The Shares owned by Stockholder and the certificates representing
such Shares are now and at all times during the term hereof will be
held by Stockholder or by a nominee or custodian for its benefit, free
and clear of all liens, claims and security interests (except that the
Shares are and may be held in a margin account), proxies, voting trusts
or agreements, understandings or arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising
hereunder.
(d) No broker, investment banker, financial adviser or other person is
entitled to any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the agreements included
herein based upon arrangements made by or on behalf of Stockholder.
4. Certain Events. Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Shares owned by it and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation such person's heirs, guardians, administrators or successors. In the
event of any stock split, stock dividend, merger, reorganization,
recapitalization or other change in the capital structure of the Company
affecting the Company Common Stock, or the acquisition of additional shares of
Company Common Stock by Stockholder, this Agreement and the obligations
hereunder shall attach to any additional shares of Company Common Stock or other
voting securities of the Company issued to or acquired by Stockholder. In the
event of a stock dividend or distribution, or any change in Company Common Stock
by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like, the term "Shares" shall be deemed to refer to
and include the Shares as well as all such stock dividends and distributions and
any shares into which or for which any or all of the Shares may be changed or
exchanged.
5. Specific Enforcement of Voting Agreement. Stockholder expressly
acknowledges that damages alone will not be adequate remedy for any breach by
Stockholder of this Agreement and that Acquiror, in addition to any other
remedies it may have, will be entitled as a matter of right, to injunctive
relief, including specific performance, in any court of competent jurisdiction
with respect to any actual or threatened breach by Stockholder of the provisions
of this Agreement.
6. Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon the first to occur of (a) the
consummation of the Merger, (b) January 15, 1998, or (c) the date of termination
of the Merger Agreement by any of the parties thereto.
7. Miscellaneous.
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(a) All communication under this Agreement shall be in writing and
shall be deemed given if delivered personally or sent by overnight
courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified
by like notice):
If to Acquiror: 6805 Route 202 New Hope, Pennsylvania
18938 Attention: Aloysius T. Lawn, IV Telecopy: (215)
862-1085
with a copy to: Arnold & Porter 399 Park Avenue New York,
New York 10022 Attention: Jonathan C. Stapleton Telecopy:
(212) 715-1399
If to Stockholder: Mentor Partners, L.P., c/o WTG & Co.,
L.P., 500 Park Avenue, New York, New York 10022,
Attention: Mr. Daniel Tisch Telecopy No: (212) 826-8928
(b) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Agreement.
(c) This Agreement constitutes the entire agreement relating to the
subject matter covered herein, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect
to the subject matter hereof.
(d) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise, by any of the parties without
the prior written consent of the other parties, except that this
Agreement shall be binding upon Stockholder and its successors and
assigns and except as provided in Section 2(a).
(e) The construction and performance of this Agreement will be governed
by the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws
thereof.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, be held
by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any
way be affected, impaired or invalidated, and shall be enforced to the
fullest extent permitted by law.
(g) Stockholder hereby agrees that irreparable damage would occur and
that Acquiror would not have any adequate remedy at
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law in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that Acquiror shall be entitled to
an injunction or injunctions to prevent breaches by Stockholder of this
Agreement and to enforce specifically the terms and provisions of this
Agreement in any court, in addition to any other remedy to which it is
entitled at law or in equity. In addition, each of the parties hereto
(i) consents to submit such party to the personal jurisdiction of any
Federal court located in the State of Delaware or any Delaware state
court in the event any dispute arises out of this Agreement or any of
the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court and (iii) agrees that such
party will not bring any action relating to this Agreement or any of
the transactions contemplated hereby in any court other than a Federal
court sitting in the State of Delaware or a Delaware state court.
(h) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
(i) This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed by their duly authorized officers all as of the day and year first
above written.
MENTOR PARTNERS, L.P.
By: WTG & CO., L.P.,
General Partner
By:/s/ Daniel Tisch
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Daniel Tisch, General Partner
TEL-SAVE HOLDINGS, INC.
By: /s/ Aloysius T. Lawn, IV
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Name: Aloysius T. Lawn, IV
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Title: General Counsel and Secretary
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SCHEDULE A
Stockholder Number of Shares Owned
Mentor Partners, L.P. 1,083,700
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