Exhibit 6(b)
(Luperella)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇ (each, a "Stockholder and collectively, the "Stockholders")
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Optionee").
WHEREAS, Video Services Corporation ("Video") (an entity in
which the Stockholders are the sole stockholders) is currently
negotiating a Merger Agreement (the "Merger Agreement") with
International Post Limited ("IPL") pursuant to which such
corporations may be merged (the "Merger") and Video Services
Corporation shall be the name of the surviving corporation (the
"Corporation");
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, the Stockholders desire to grant an option to
Optionee to purchase shares of Video Stock, or in the event of
consummation of the Merger, IPL Stock, upon the terms and
conditions set forth herein, and Optionee desires to accept such
option;
NOW, THEREFORE, the Stockholders and Optionee agree as
follows:
Section 1. Grant of Option.
Section 1.1 Grant; Grant Date
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Video Stock set forth opposite his name in the table
below (the "Option") under the caption "Video Stock", comprising
an aggregate of 18,538 shares of Video Stock, upon the terms and
conditions set forth in this Agreement. In the event that the
Merger is consummated, then by virtue of the Merger, the Option
shall automatically be deemed to be converted into an option to
acquire the number of shares of IPL Stock into which the shares
of Video Stock were (by virtue of the Merger) converted, so as to
constitute an option to acquire, on the terms and conditions of
this Agreement, the number of shares of IPL Stock set forth in
the table below under the caption "IPL Stock". The grant date of
the Option shall be the date of this Agreement. Optionee hereby
accepts the Option, and agrees to be bound by all the terms and
provisions of this Agreement.
Number of Shares Number of Shares
Name of Video Stock of IPL Stock
---- ---------------- ----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 9,032 24,360
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 9,032 24,360
▇▇▇▇▇▇ ▇. ▇▇▇▇ 474 1,280
Section 1.2 Adjustments in Option
In the event that after the merger the outstanding Shares
subject to the Option are changed into or exchanged for a
different number or kind of shares or securities of the Company,
or of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Option and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 1.3 Option Terms
The Option granted under this Agreement shall be
subject to the following terms and conditions:
(a) Price. The exercise price for the Video Stock
subject to the Option shall be $5.39 per share and, in the event
of the consummation of the Merger (and by virtue of the
adjustments under Section 2.2 resulting therefrom), the exercise
price for the IPL Stock subject to the Option shall be $2.00 per
share.
(b) Term. The Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Option is fully vested and shall
become exercisable on the first day (the "Commencement Date")
following the expiration of 366 days from the date hereof.
(d) Exercise. The Option may be exercised in whole or
in part at any time after the Commencement Date and prior to its
expiration or termination, by providing written notice to each
Stockholder of the number of shares of Video Stock, or in the
event of the consummation of the Merger, IPL Stock, as to which
the Option is being exercised, and enclosing payment for the
shares of IPL Stock or Video Stock with respect to which the
Option is being exercised. Such payment shall be made in cash.
Partial exercise shall be for whole shares of IPL Stock or Video
Stock only. Notation of any partial exercise shall be made by
the Stockholders on Schedule I hereto. Any exercise shall be
allotted among the Stockholders in the following ratios:
Percentage of Exercise
Stockholder Applied to his Shares (the "Ratio")
----------- -----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 48.720%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 48.720%
▇▇▇▇▇▇ ▇. ▇▇▇▇ 2.560%
(e) Rights as a Stockholder. The Optionee will
have no rights as a Stockholder or otherwise with respect to any
shares of Video Stock or IPL Stock, as the case may be, covered
by the Option until it has been exercised and any such shares are
acquired as a result thereof.
Section 1.4 Nontransferability
Prior to the expiration of one year from the date hereof,
the Option shall not be transferable other than by will or the
applicable laws of descent and distribution, and no transfer so
effected shall be effective to bind the Stockholders unless the
Stockholders have been furnished with written notice thereof and
such evidence as the Stockholders may deem necessary to establish
the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions of the Option.
Section 1.5 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Options, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain rights provided for in
this Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 1.6 Right of First Refusal
In the event of any of the following: (i) the Merger does
not occur within ten (10) months after the date hereof; (ii) the
Optionee gives written notice to all Stockholders that it desires
to exercise the Option in whole or in part; (iii) the Optionee
gives written notice to all Stockholders that it desires to enter
into an agreement pursuant to which some or all of the shares of
Video Stock or IPL Stock underlying the Option (or purchased by
the exercise thereof) would be sold to a third party; (iv) the
death of the Optionee; or (v) the Optionee's employment with
Video or the Corporation, as the case may be, is terminated (or
his estate), the Stockholders and their designees are hereby
granted (pro rata in accordance with the Ratios) the right to
purchase at Fair Market Value such shares or in the case of
clauses (i) and (ii) (at the election of each Stockholder) the
option to be exercised or the shares acquired as a result
thereof. The Optionee (or its estate) shall give the
Stockholders ten (10) days prior written notice of any event
contemplated in clauses (ii) and (iii) above and the estate of
any deceased Optionee shall give the Stockholders ten (10) days
written notice following any event contemplated in clause (iv)
above. "Fair Market Value" as used herein shall mean (A) the
fair market value of a share of or option as determined by an
appraiser which shall be selected by two accounting firms one of
which shall have been chosen by the Stockholders and one by the
Optionee (or his estate) or (B) in the event the share underlying
the Option is traded on The Nasdaq Stock Market, the average of
the closing bid and asked prices of such share on the date of the
event contemplated in the first sentence of this Section 1.6.
Each Stockholder shall have a period equal to: (x) five business
days from the date he receives written notice from the appraiser
of the Fair Market Value, or (y) if Fair Market Value is to be
determined pursuant to clause (ii) above, ten (10) days following
the occurrence of any event specified in clauses (i) through (v)
above to exercise his right to purchase such shares or option
from the Optionee under this Section 1.6. Such Stockholder shall
provide written notice to the Optionee of its intent to purchase
and the number of shares of Video Stock or options which it
intends to purchase. Thereafter, the Stockholder shall pay for
the shares of Video Stock or options within ten calendar days
from the date he gives notice to the Optionee of his intent to
purchase pursuant to this Section 1.6 and the Optionee shall
transfer the same to such Stockholder, free and clear of all
liens, claims and encumbrances.
Section 2. Miscellaneous.
Section 2.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 2.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 2.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the successors, assigns and heirs of the respective
parties.
Section 2.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered
or certified mail, return receipt requested, to those listed
below at their following respective addresses or at such other
address as each may specify by notice to the others:
To Optionee:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Stockholders:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
c/o Video Services Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
All notices to the Stockholders shall also be sent to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Butowsky ▇▇▇▇▇▇▇ Shalov & ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Section 2.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 2.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
Optionee:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date