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EXHIBIT 10.11
STOCK PURCHASE/CANCELLATION OF INDEBTEDNESS AGREEMENT
THIS STOCK PURCHASE/CANCELLATION OF INDEBTEDNESS AGREEMENT (the "Agreement)
is made as of __________, 2001 by and among Universal Automotive Industries,
Inc., a Delaware corporation (the "Company"), Xianghe Zichen Casting Co., Ltd.
(the "Debtholder") and Siaw-Kian Choo ("Investor").
WHEREAS, the Company is obligated to Debtholder (the "Debt") in connection
with the provision of certain products from Debtholder to Company.
WHEREAS, the Company and Debtholder are desirous of reducing the Debt in
the amount of $150,000.000 USD on the terms set forth below (the "Settlement
Amount").
WHEREAS, Debtholder is agreeable to receiving Common Stock of the Company,
par value $.01 per share (the "Shares"), in order to reduce the Debt by the
Settlement Amount.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
agreements, representations, warranties, covenants and provisions herein
contained, the parties hereto agree as follows:
1. Repayment of Indebtedness and Issuance of the Shares. Subject to the
terms and conditions set forth in this Agreement, the Company agrees to issue to
Debtholder's designee, namely Investor that number of Shares determined in
accordance with Paragraph 2 below in order to reduce the Debt owed to Debtholder
by the Company by the Settlement Amount. Debtholder agrees to credit the
Settlement Amount against the oldest $150,000.00 USD owing from Company to
Debtholder. Promptly following execution of this Agreement, the Company will
issue to Investor (Debtholder's designee) a certificate for the Shares.
2. Consideration. The purchase price for the Shares is $1.70 per Share,
resulting in the issuance of 88,236 Shares to Investor.
3. Debtholder's and Investor's Representations and Warranties. Each of
Debtholder and Investor represents, warrants and covenants to the Company that
the following statements are true and correct upon execution of this Agreement
and at all times through issuance of the Shares to Debtholder's designee
(Investor).
(a) Each of Debtholder and Investor is aware that the Shares which the
Company is issuing to Investor pursuant to this Agreement are being issued by
the Company without registration under the Securities Act of 1933, as amended
(the "Act"), in reliance upon one or more exemptions from the Act. Each of
Debtholder and Investor understands that there are substantial restrictions on
transfers of the Shares, including a restriction against transfer without
registration under federal and state securities laws or an exemption therefrom.
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(b) Each of Debtholder and Investor is a sophisticated investor and
has such knowledge and experience in financial and business matters that he or
it is capable of evaluating the merits and risks of an investment in the Shares.
(c) The Shares to be issued by the Company to Investor are being
issued solely to Investor for Investor's own account for investment and are not
being purchased with a view to or for the resale, distribution (as the term
"distribution" is used in Section 2(11) of the Act), subdivision or
fractionalization thereof.
(d) Debtholder has a pre-existing relationship with the Company and
knew the Company for a period of time prior to making a determination to cause
the issuance of the Shares to Investor.
(e) The Company has made available to each of Debtholder and Investor
a copy of the Company's Annual Report on Form 10-K for the year ended December
31, 2000, Forms 10-Q for the three months ended March 31, 2000 and the Proxy
Statement for the Company's 2001 annual meeting of stockholders (collectively,
the "Company Documents"), and each of Debtholder and Investor has read and
reviewed and is familiar with the Company Documents. Each of Debtholder and
Investor has had an opportunity to ask questions of and receive answers from the
Company that, in the opinion of Debtholder and Investor, are necessary to
evaluate the merits and risks of an investment in the Shares.
(f) All representations, warranties, covenants and agreements of
Debtholder and Investor contained in this Agreement, or in any instrument,
certificate, opinion or other writing provided for in it shall be true and
correct as of the issuance of the Shares by the Company and shall survive such
issuance.
(g) Each of Debtholder and Investor represents and warrants that: (i)
Debtholder is authorized to enter into the transactions herein; and (ii) Xxxx
Xxxxx is authorized to execute any and all documents associated with the
transactions contemplated herein on behalf of each of Debtholder and Investor
and to take all steps necessary to effect the issuance of the Shares.
(h) Investor will deliver to Company a duly completed Form W-8 BEN or
Form W-9, as applicable prior to payment of any dividends by the Company to
Investor.
4. Registration of the Shares. The Company undertakes to file a
registration statement with the Securities and Exchange Commission for the
resale by Investor of the Shares. The Company will advise Investor when such
registration statement is effective and will provide Investor with the
prospectus to be used in connection with any such resale. The Company will file
a registration statement pursuant to Form S-3 (assuming it is available) to
register the Shares, or if Form S-3 is unavailable, a Form SB-2. The
registration statement will be filed no later than sixty (60) days following the
date of this Agreement and the Company will use its best efforts to cause the
aforementioned registration statement to be declared effective no later than one
hundred eighty (180) days following the date of this Agreement.
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5. Restrictions with Respect to the Shares. Until such time as the Company
shall complete the registration of the Shares for sale by Investor, as set forth
in Paragraph 4 above, all certificates evidencing ownership of the Shares issued
to Investor pursuant to this Agreement shall contain the following legend:
The securities represented by this certificate were acquired without
registration or qualification under the Securities Act of 1933, as amended,
or under any state securities laws. No transfer or sale of these securities
or any interest therein may be made without such registration and
qualification unless the issuer has received an opinion of counsel
satisfactory to it that a proposed transfer or sale does not require
registration or qualification under applicable law.
The Company agrees to release such legend from the certificates at such time as
Investor sells the Shares pursuant to the prospectus delivered to it, as set
forth in Paragraph 4 above.
6. Miscellaneous Provisions.
(a) This Agreement is made in, and shall be governed by, and enforced
in accordance with the laws of the State of Illinois without reference to its
conflict of laws provisions. The parties agree that the courts sitting in
Illinois shall have the exclusive jurisdiction over them for purposes of any
actions arising out of or as a result of this Agreement.
(b) This Agreement may not be assigned by any party hereto. This
Agreement shall be binding upon and inure to the benefit of the respective
successors, legal representatives, heirs and assigns of the parties.
(c) This Agreement and the other documents delivered hereto constitute
the entire understanding of the parties with respect to the subject matter
hereof and may be modified only by an agreement in writing signed by the
parties.
(d) Whenever possible, each provision of this Agreement shall be
interpreted in such a manner so as to be effective and valid under applicable
law. If any provision of this Agreement shall be unenforceable or invalid under
such law, such provision shall be ineffective only to the extent and for the
duration of such enforceability or invalidity, and the remaining substance of
such provision and all other remaining provisions of this Agreement shall
continue to be binding and in full force and effect.
(e) No waiver of a breach of any provision of this Agreement by any
party shall be effective unless made expressly in writing and no such waiver
shall constitute or be construed as a waiver by such party of any future breach
of the same or any other provisions of this Agreement.
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(f) This Agreement may be executed and delivered in two or more
counterparts, whether by original, photocopy or facsimile, each of which shall
be an original document and all of which together shall constitute a single
binding agreement.
(g) The captions and numbers of the various sections hereof are
included for convenience of reference only and do not in any way affect the
meaning or interpretation of the substantive provisions hereof.
(h) All representations, warranties, covenants and agreements made by
any party to this Agreement shall be true and correct as of the issuance of the
Shares by the Company and shall survive the execution, delivery and consummation
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
COMPANY: DEBTHOLDER:
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC. XIANGHE ZICHEN CASTING CO., LTD.
By: By:
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Its: Its:
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INVESTOR:
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SIAW-KIAN CHOO
Country of Nationality:
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