Exhibit 2(e)
UNITED KINGDOM ACQUISITION AGREEMENT
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of February 27, 1998, by and among Bacou
USA Safety, Inc., a Delaware corporation ("Buyer"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ &
ASSOCIATES, INC. (d/b/a ▇▇▇▇▇▇ ▇▇▇▇▇▇ Industries), a California corporation
having a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a resident of Malibu, California and ▇▇▇▇
▇▇▇▇, a resident of Rancho Santa Fe, California (the "Selling Stockholders").
Capitalized terms used in this Agreement but not otherwise defined shall have
the same meaning herein as defined in the Asset Purchase Agreement (as defined
below).
Recitals
Buyer and the Company have entered into an Asset Purchase Agreement dated
as of December 31, 1997, as amended (the "Asset Purchase Agreement"), which
provides for the execution and delivery of certain "Foreign Acquisition
Agreements" of which this Agreement is one; and
Under the terms of the Asset Purchase Agreement, Buyer has requested that
all of the capital stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇ (Europe) Limited be sold to Buyer, all
upon the terms hereinafter set forth; and
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Sale of Shares at Net Worth Value. The Selling Stockholders hereby sell
and transfer to Buyer ownership of that number of the 100 Ordinary shares (the
"Purchased Shares"), having a stated value of (pound)l each, of ▇▇▇▇▇▇ ▇▇▇▇▇▇
(Europe) Limited (the "UK Subsidiary") set forth opposite their respective
signatures set forth below, who in turn accepts them and agrees to pay $439,297
(the "UK Purchase Price") (such payment being an amount equal to (pound)266,580
based on the conversion ratio reported in the U.S. edition of the Wall Street
Journal on February 25, 1998 and being the Stockholders Equity of the UK
Subsidiary as of December 31, 1997) a total being allocated among the Selling
Stockholders pro rata in proportion to their ownership of the Purchased Shares.
2. Delivery of Share Certificates. The parties acknowledge the delivery to
the Buyer of the certificates representing the Purchased Shares duly endorsed on
the back as required under law. Company covenants and agrees to deliver to
Buyer, at the time of execution hereof or as soon as reasonably practicable
thereafter, all original documents pertaining to the Company (deeds, corporate
books, registrations, certificates, authorizations and other documents) that it
or the Selling Stockholders may have in their possession, as well as the items
set forth in Schedule I attached hereto, unless delivery of the items set forth
in Schedule is waived by Buyer.
3. Notice from Company to UK Subsidiary. By virtue of the sale which takes
place through this contract, Company and Selling Stockholders promise to notify
counsel for the UK Subsidiary of the transfer of the Purchased Shares to the
Buyer so that the same are recorded in the books of the UK Subsidiary.
4. Express Transfer of Corporate and Economic Rights from Company to Buyer.
As of the date of this Agreement, each of the Company and the Selling
Stockholders transfers to Buyer each and every right to which Company and the
Selling Stockholders, respectively, may be entitled to, as the former owners of
the Purchased Shares, so that the rights are now held by the Buyer.
5. Representations and Warranties. Company hereby represents and warrants
the following to Buyer:
(a) That each of the representations and warranties of the Company set
forth in Article III of the Asset Purchase Agreement is hereby made with respect
to the UK Subsidiary and its assets, liabilities and business, and is hereby
ratified, confirmed and restated by the Company with respect to the assets,
liabilities and business of the UK Subsidiary unless the context shall require
otherwise, and is true and correct in all material respects as of the date
hereof. The Company further ratifies, confirms and restates its indemnification
obligations pursuant to Section 13.1(a) of the Asset Purchase Agreement.
(b) The Selling Stockholders are the lawful owners of all of the issued and
outstanding shares of the UK Subsidiary, free and clear of all liens,
encumbrances, restrictions and claims of every kind. The Selling Stockholders
have full legal right, power and authority to enter into this Agreement and to
sell, transfer and convey to Buyer the Purchased Shares pursuant to this
Agreement. The delivery to the Buyer of the Purchased Shares pursuant to the
provisions of this Agreement will transfer to the Buyer valid title thereto,
free and clear of all liens, encumbrances, restrictions and claims of every
kind.
6. Management of the Company. In accordance with the By-laws and the
Corporate Book of the UK Subsidiary, the management of such company is the
responsibility of a Board of Directors. On the date hereof, Company will cause
Messrs. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇ to submit their irrevocable
resignation to their positions of President, Secretary and Treasurer,
respectively, of the Board of Directors of the UK Subsidiary, which documents
are attached hereto as Exhibits Al and A2.
7. Obligations of Buyer and Company. Each of the Buyer and Company hereby
acknowledge and agree that it shall have the rights and obligations with respect
to the UK Subsidiary that it has received or assumed under the Asset Purchase
Agreement.
8. Rights of Assignment. None of the parties may assign this Agreement or
its rights hereunder. Nothing contained in this Agreement shall constitute Buyer
on the one hand, or Company and/or Selling Stockholders on the other hand, as
the partner, agent or representative of each other.
9. Notices. Any notices to be given by any party hereto shall be given in
accordance with the provisions of Section 15.3 of the Asset Purchase Agreement.
10. Governing Law. This Agreement shall be governed in all respects,
including as to validity, interpretation and effect, by the internal laws of
England, without giving effect to the conflict of laws rules thereof.
IN WITNESS HEREOF, each party has caused this instrument to be executed in
its name and behalf by its duly authorized officer, effective as of the date
first written above.
COMPANY:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ &
ASSOCIATES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Chief Executive Officer
Ownership of Purchased Shares SELLING STOCKHOLDERS:
95 Shares /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
5 Shares /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇
BUYER:
BACOU USA SAFETY, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman, President and
Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Vice Chairman, Secretary and
Treasurer