Exhibit 2.8
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
WHEREAS, THERMO TERRATECH INC., a Delaware corporation (the "Seller"), and
THE RANDERS GROUP INCORPORATED, a Delaware corporation (the "Buyer"), have
entered into that certain Stock Purchase Agreement (the "Agreement") on
September 19, 1997 providing for the sale of the capital stock of The Xxxxxx
Group Inc. ("Xxxxxx") by the Seller to the Buyer;
WHEREAS, the Agreement contemplated that in consideration of such sale,
the Buyer would issue to the Seller 103,569,600 fully paid and non-assessable
shares of the Buyer's common stock, subject to a post-closing adjustment as
described in Section 2.2 of the Agreement;
WHEREAS, as of April 4, 1998 (the end of the Buyer's and the Seller's most
recently completed fiscal year), the post-closing adjustment mechanism set forth
in Section 2.2 of the Agreement would have resulted in the issuance of
113,031,051 shares of the Buyer's common stock to the Seller in consideration of
the sale of Xxxxxx to the Buyer;
WHEREAS, the Buyer and the Seller wish to stabilize the number of shares
of the Buyer's common stock to be issued in consideration of the sale of Xxxxxx
to the Buyer as of April 4, 1998;
WHEREAS, the Buyer's Board of Directors has recommended, subject to the
approval of the Buyer's shareholders, that Buyer effect a one-for-five reverse
split of its common stock (the "Reverse Stock Split"); and
WHEREAS, the Buyer and the Seller wish to give effect to the Reverse Stock
Split prior to the issuance of the shares of Buyer's common stock to Seller as
contemplated by the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements and provisions herein contained, the parties hereto, intending to be
legally bound, agree as follows:
1. Section 1 of the Agreement is hereby amended by deleting the definition
of "Base Purchase Price" and by adding the following definition in alphabetical
order within such Section:
"'Purchase Price' has the meaning set forth in ss.2.2 below."
2. Section 1 of the Agreement is hereby further amended by deleting the
definition of "Closing Balance Sheet."
3. Section 1 of the Agreement is hereby further amended by adding the
following definition in alphabetical order within such Section:
"'Reverse Stock Split' has the meaning set forth in ss.7.2(i)
below."
4. Section 2.2 of the Agreement is hereby amended and restated in its
entirety as follows:
"2.2 Purchase Consideration. The Buyer shall deliver to the Seller at the
Closing 22,606,210 fully paid and non-assessable shares (after giving
effect to the Reverse Stock Split) of RGI Stock (the "Purchase Price").
The parties acknowledge and agree that the number of shares of RGI Stock
to be delivered at the Closing in payment of the Purchase Price represents
the audited book value of Xxxxxx Group as of April 4, 1998, divided by
$3.125 (or $0.625 multiplied by 5, to take into account the Reverse Stock
Split) per share of RGI Stock so issued."
5. Section 7.2 of the Agreement is amended by inserting the following new
clause (i) therein and by renumbering all subsequent clauses accordingly:
"(i) the Seller shall have effected a reverse stock split of one
share of RGI Stock for every five shares outstanding of such RGI Stock
(the "Reverse Stock Split") in accordance with the laws of the State of
Delaware;"
6. Section 8.4 of the Agreement is hereby amended and restated in its
entirety as follows:
"8.4 Indemnification Ceiling Amount. In no event will the
total amount payable by either Seller or Buyer pursuant to
ss.8.2 or ss.8.3 exceed an amount equal to the Purchase Price
for the Xxxxxx Shares."
7. Except as set forth herein, the Agreement shall remain in full force
and effect in accordance with its terms.
8. This Amendment may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the 4th day of April, 1998.
THE RANDERS GROUP INCORPORATED THERMO TERRATECH INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx Xxxx X. Xxxxxxxx
Vice President President and CEO
