EXHIBIT (d) (4)
December 11, 2001
SDL plc
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Re: Stockholder Agreement
Dear Sirs:
The undersigned (the "Stockholder") understands that SDL plc, a company
organized under the laws of England and Wales ("SDL") is considering an
acquisition of all or substantially all of the capital stock of ALPNET, Inc.
(the "Acquisition"). The Stockholder is a stockholder of ALPNET, Inc. (the
"Company") and is entering into this letter agreement (the "Stockholder
Agreement") to induce you to proceed with a potential Acquisition.
The Stockholder confirms its agreement with you as follows:
1. The Stockholder represents and warrants that Schedule I annexed hereto sets
forth all the shares of Common Stock of the Company, and all options, warrants
and rights thereto, of which the Stockholder or its affiliates (as defined under
the Securities Exchange Act of 1934, as amended) are the record and beneficial
owner. The Stockholder, has sole voting power and sole power to issue
instructions with respect to the matters set forth herein, sole power of
disposition, sole power of conversion, sole power to demand appraisal rights and
sole power to engage in the actions set forth herein, in each case with respect
to the shares of Common Stock, and all options, warrants and rights thereto, set
forth on Schedule I hereto beside the name of the Stockholder or such other
person.
2. Effective and commencing only at the time that SDL first executes a
definitive agreement (the "Merger Agreement") with the Company regarding a
proposed merger of SDL (or a direct or indirect subsidiary of SDL) with and into
the Company (such time, the "Merger Agreement Execution Time"), the Stockholder
agrees that, during the period ("Effective Period") commencing on the Merger
Agreement Execution Time and terminating on the earlier of February 28, 2002 and
the date on which such Merger Agreement is terminated, it will not, will not
permit any company, trust or other person or entity controlled by the
Stockholder to, and will not permit any of its affiliates to, contract to sell,
sell or otherwise transfer or dispose of any shares of Company Common Stock or
any interest therein or securities convertible therein to or any voting rights
with respect thereto, other than (i) pursuant to the Acquisition, or (ii) with
your prior written consent.
3. Commencing only at the Merger Agreement Execution Time and effective only
during the Effective Period, the Stockholder agrees that all of the shares of
Common Stock beneficially owned by the Stockholder, or over which the
Stockholder has voting power or control, directly or indirectly (including any
shares of Common Stock beneficial ownership of which is acquired by the
Stockholder after the date hereof), at the record date for any meeting of the
Company's stockholders, however called, or in connection with any written
consent of the stockholders of the Company, shall be voted (or caused to be
voted) in favor of the Acquisition, the execution and delivery by the Company of
the Merger Agreement and the approval of the terms thereof and each of the other
actions contemplated by the Merger Agreement and any actions required in
furtherance hereof and thereof. Effective and commencing only at the Merger
Agreement Execution Time, the Stockholder agrees that in the event SDL or any of
its affiliates commences a tender offer in any Acquisition approved by the
Company (and not subsequently rejected) and occurring during the Effective
Period, the Stockholder will tender all of its shares of Common Stock of the
Company to SDL or such affiliate within 10 days following such commencement of
such tender offer and will not thereafter withdraw such shares.
4. Each party hereto represents and warrants that (1) it has the legal capacity,
power and authority to enter into and perform all of such party's obligations
under this Stockholder Agreement, (2) the execution, delivery and performance of
this Stockholder Agreement by such party hereto will not violate any other
agreement to which such party is a party including, without limitation, any
trust agreement, voting agreement, stockholders agreement or voting trust, (3)
this Stockholder Agreement has been duly and validly executed and delivered by
such party, and is enforceable against such party in accordance with its terms,
and (4) there is no beneficiary or holder of any interest of such party or any
trust of which such party is a trustee whose consent is required for the
execution and delivery of this Stockholder Agreement or the consummation of the
transactions contemplated hereby.
5. The Stockholder's shares of Common Stock (as listed on Schedule I) and the
certificates representing such shares of Common Stock are now and at all times
during the Effective Period will be held by the Stockholder, or by a nominee or
custodian for the benefit of the Stockholder, free and clear of all liens,
claims, security interests, rights of first refusal or offer, proxies, voting
trusts or agreements, understandings or arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising hereunder.
6. Each party hereto agrees that damages are an inadequate remedy for the breach
by such party of any term or condition of this Stockholder Agreement and that
the other party hereto shall be entitled, without limitation of other available
rights or remedies, to specific performance, a temporary restraining order and
preliminary and permanent injunctive relief in order to enforce such other
party's agreements herein.
7. During the Effective Period, the Stockholder agrees that this Stockholder
Agreement and the obligations hereunder shall attach to such Stockholder's
shares of Common Stock and shall be binding upon any person or entity to which
legal or beneficial ownership of such shares of Common Stock shall pass, whether
by operation of law or otherwise, including without limitation such
Stockholder's heirs, guardians, administrators or successors.
8. From time to time, at the other party's request and without further
consideration, each party hereto shall execute and deliver such additional
documents and take
all such further action as may be necessary or reasonably desirable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Stockholder Agreement. SDL hereby covenants
and agrees that it will cause the Company to repay the $500,000 principal
amount, together with accrued but unpaid interest thereon, owed under the
Company's existing note to you within 5 days following the completion of the
merger contemplated by the Merger Agreement.
9. This Stockholder Agreement shall be governed by and construed in accordance
with the laws of the State of New York, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to us a counterpart hereof.
VERY TRULY YOURS,
KONINKLIJKE MACHINEFABRIEK
STORK BV
By: / s / ▇.▇. ▇▇▇
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Name: ▇. ▇. ▇▇▇
Title: Director
Address for Notices: Koninklijke Machinefabriek Stork BV
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AGREED AND ACCEPTED ON
DECEMBER 11, 2001:
SDL PLC
By: / s / ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director
SCHEDULE I
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NAME OF STOCKHOLDER COMMON STOCK
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KONINKLIJKE 3,000,000 shares
MACHINEFABRIEK
STORK BV
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