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EXHIBIT 1
STOCKHOLDERS AGREEMENT
THIS AGREEMENT (this "AGREEMENT") dated as of May 3, 1999, among SENSOR
ACQUISITION CORPORATION, a Delaware corporation ("BUYER"), and the holders
("STOCKHOLDERS") of shares of capital stock of INTEGRATED SENSOR SOLUTIONS,
INC., a Delaware corporation (the "COMPANY"), identified on the signature pages
hereof. Capitalized terms used without definition herein shall have the meanings
assigned to such terms in the Agreement and Plan of Merger of even date herewith
(as amended from time to time, the "MERGER AGREEMENT") among the Company, Buyer,
and Texas Instruments Incorporated, a Delaware corporation and the parent of
Buyer ("PARENT").
WHEREAS, in order to induce Buyer and Parent to enter into the Merger
Agreement with the Company, Buyer has requested the Stockholders, and the
Stockholders have agreed, to enter into this Agreement in respect of all shares
of capital stock of the Company beneficially owned by the Stockholders (the
"SHARES"); and
WHEREAS, subject to certain conditions and pursuant to the Merger
Agreement, Buyer shall commence an offer (the "OFFER") to purchase all of the
outstanding shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
GRANT OF PROXY; VOTING AGREEMENT; AGREEMENT TO TENDER
SECTION 1.1 Voting Agreement. Each of the Stockholders hereby agrees to
vote all Shares that such Stockholder is entitled to vote at the time of any
vote to approve and adopt the Merger Agreement, the Merger, and all agreements
related to the Merger and any actions related thereto at any meeting of the
stockholders of the Company, and at any adjournment thereof, at which such
Merger Agreement and other related agreements (or any amended version thereof),
or such other actions, are submitted for the consideration and vote of the
stockholders of the Company. Each Stockholder hereby agrees that it will not
vote any Shares in favor of the approval of any (i) Acquisition Proposal or (ii)
reorganization, recapitalization, liquidation, or winding up of the Company or
any other extraordinary transaction involving the Company.
SECTION 1.2 Irrevocable Proxy. Each Stockholder hereby revokes any and
all previous proxies granted in respect of the Shares. By entering into this
Agreement, each Stockholder hereby grants a proxy appointing Buyer as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholder's name, to vote, express, consent, or dissent or
otherwise to utilize such voting power in the manner contemplated by Section 1.1
as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem
proper in respect of the Shares. The proxy granted by each Stockholder pursuant
to this Article I is irrevocable and is granted in consideration of Buyer
entering into this Agreement and the Merger Agreement and incurring certain
related fees and expenses. The proxy granted by each Stockholder shall be
revoked upon termination of this Agreement in accordance with its terms. Each
Stockholder shall use its best effort to cause any record owner of Shares to
grant to Buyer a proxy to the same effect as that contained herein. Each
Stockholder shall perform such further
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acts and execute such further documents as may be required to vest in Buyer the
sole power to vote the Shares in accordance with this Agreement during the term
of the proxy granted herein.
SECTION 1.3 Agreement to Tender. Each Stockholder hereby agrees to
tender, upon the request of Buyer (and agrees that it will not withdraw),
pursuant to and in accordance with the terms of the Offer, the Shares. Within
five business days after the commencement of the Offer, each Stockholder shall
deliver to the depositary designated in the Offer (i) a letter of transmittal in
respect of the Shares complying with the terms of the Offer, (ii) certificates
representing the Shares, and (iii) all other documents or instruments required
to be delivered pursuant to the terms of the Offer.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder represents and warrants to Buyer that:
SECTION 2.1 Power; Binding Effect. Such Stockholder has the legal
capacity, power, and authority to enter into, deliver, and perform all of such
Stockholder's obligations under this Agreement. This Agreement has been duly and
validly executed by such Stockholder and constitutes a valid and binding
Agreement of Stockholder, enforceable against such Stockholder in accordance
with its terms.
SECTION 2.2 Non-Contravention. The execution, delivery, and performance
by Stockholder of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate the certificate of
incorporation or bylaws (or other similar organizational or governing documents)
of any such Stockholder that is a corporation or other entity, (ii) violate any
Law, judgment, injunction, order, or decree applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to any right of termination, cancellation, or
acceleration or to a loss of any benefit to which Stockholder is entitled under
any provision of any agreement or other instrument binding on Stockholder, or
(iv) result in the imposition of any Lien on any asset of Stockholder.
SECTION 2.3 Ownership of Shares. Stockholder is the beneficial owner of
the Shares, free and clear of any Lien and any other limitation or restriction
(including, any restriction on the right to vote or otherwise dispose of the
Shares). None of the Shares is subject to any voting trust or other agreement or
arrangement in respect of the voting of such Shares.
SECTION 2.4 Total Shares. Except for the Shares set forth on the
signature page hereto, Stockholder does not beneficially own any (i) shares of
capital stock or voting securities of the Company, (ii) securities of the
Company convertible into or exchangeable for shares of capital stock or voting
securities of the Company, or (iii) options or other rights to acquire from the
Company any capital stock, voting securities, or securities convertible into or
exchangeable for capital stock or voting securities of the Company.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to each Stockholder:
SECTION 3.1 Corporate Authorization. The execution, delivery, and
performance by Buyer of this Agreement and the consummation by Buyer of the
transactions contemplated hereby are within the corporate powers of Buyer and
have been duly authorized by all necessary corporate action. This Agreement
constitutes a valid and binding Agreement of Buyer.
ARTICLE IV
COVENANTS OF STOCKHOLDERS
Each Stockholder hereby covenants and agrees that:
SECTION 4.1 No Proxies for or Encumbrances on Shares. Except pursuant
to the terms of this Agreement, Stockholder shall not, without the prior written
consent of Buyer, directly or indirectly, (i) grant any proxies or enter into
any voting trust or other agreement or arrangement in respect of the voting of
any Shares in respect of the matters described in Section 1.1 or (ii) acquire,
sell, assign, transfer, encumber, or otherwise dispose of, or enter into any
contract, option, or other arrangement or understanding in respect of the direct
or indirect acquisition or sale, assignment, transfer, encumbrance, or other
disposition of, any Shares during the term of this Agreement. Stockholder shall
not seek or solicit any such acquisition or sale, assignment, transfer,
encumbrance, or other disposition or any such contract, option, or other
arrangement or understanding and agrees to notify Buyer promptly, and to provide
all details requested by Buyer, if Stockholder shall be approached or solicited,
directly or indirectly, by any Person in respect of any of the foregoing.
SECTION 4.2 Other Offers. Stockholder shall not, and will use such
Stockholder's reasonable best efforts to cause his or its agents not to,
directly or indirectly, (i) take any action to solicit or initiate any
Acquisition Proposal or (ii) engage in negotiations with, or disclose any
nonpublic information relating to the Company or any of its Subsidiaries or
afford access to the properties, books, or records of the Company or any of its
Subsidiaries to, any Person that may be considering making, or has made, an
Acquisition Proposal or has agreed to endorse an Acquisition Proposal.
Stockholder will promptly notify Buyer after receipt of an Acquisition Proposal
or any indication that any Person is considering making an Acquisition Proposal
or any request for nonpublic information relating to the Company or any of its
Subsidiaries or for access to the properties, books, or records of the Company
or any of its Subsidiaries by any Person that may be considering making, or has
made, an Acquisition Proposal and will keep Buyer fully informed of the status
and details of any such Acquisition Proposal, indication, or request. The
provisions of this Section 4.2 shall not impose any additional limitations upon
the ability of a Stockholder to exercise his fiduciary duties as a director of
the Company provided that such Stockholder acts in accordance with Section 7.3
of the Merger Agreement, and unless such Stockholder takes any action which
results in a breach of Section 7.3 of the Merger Agreement, such Stockholder
shall be deemed to have acted in compliance with this Section 4.2.
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SECTION 4.3 Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the DGCL) to demand
appraisal of any Shares which may arise in respect of the Merger.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 Further Assurances. Buyer and Stockholders will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use their reasonable best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper, or advisable under applicable Laws, to consummate and make
effective the transactions contemplated by this Agreement.
SECTION 5.2 Amendments; Term. Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement, or, in the
case of a waiver, by the party against whom the waiver is to be effective. The
term of this Agreement shall begin on the date hereof and shall end on the
earlier of (i) the Effective Time, (ii) the date that is 120 days after the
termination of the Merger Agreement in accordance with Section 9.1(d)(i),
9.1(e)(i), or 9.1(e)(iii) thereof and payment in full of all amounts (if any)
payable to Parent or Buyer pursuant to Section 9.3 of the Merger Agreement, and
(iii) the date of the termination of the Merger Agreement for any other reason.
SECTION 5.3 Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.4 Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns; provided, however, that no party
may assign, delegate, or otherwise transfer any of its rights or obligations
under this Agreement without the consent of the other parties hereto, except
that Buyer may transfer or assign its rights and obligations to any affiliate of
Buyer.
SECTION 5.5 Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.6 Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
SECTION 5.7 Severability. If any term, provision, or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void, or unenforceable, the remainder of the terms, provisions, and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired, or invalidated.
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SECTION 5.8 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
SENSOR ACQUISITION CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
STOCKHOLDERS:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Shares Owned: ▇▇▇▇▇▇ ▇. ▇▇▇▇
303,007
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Shares Owned: ▇▇▇▇▇▇ ▇▇▇▇▇▇
141,345
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Shares Owned: ▇▇▇▇▇▇ ▇▇▇▇▇
25,889
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Shares Owned: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
30,000
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NAGANO KEIKI CO., LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Shares Owned: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
291,007 --------------------------------
Title: President
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BREED TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. BREED
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Shares Owned: Name: ▇▇▇▇▇▇▇ ▇. Breed
530,038 --------------------------------
Title: Chairman & CEO
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WK TECHNOLOGY FUNDS
By: /s/ ▇▇▇ ▇▇▇▇▇ KO
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Shares Owned: Name: ▇▇▇ ▇▇▇▇▇ Ko
483,043 --------------------------------
Title: Chairman
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▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ FAMILY TRUST
DATED 5/14/90
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Shares Owned: ▇▇▇▇▇ ▇. ▇▇▇▇
125,159
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