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EXHIBIT C
VOTING AGREEMENT
This Voting Agreement dated as of January 10, 1999 is between Metamor
Worldwide, Inc., a Delaware corporation ("Metamor"), and ___________ (the
"Stockholder").
WHEREAS, Metamor, Metamor Acquisition Sub. #19, Inc., a Delaware
corporation and wholly owned subsidiary of Metamor ("Merger Sub"), and SPR Inc.,
a Delaware corporation ("SPR"), are entering into an Agreement and Plan of
Reorganization dated as of the date hereof (as amended from time to time
pursuant thereto, the "Reorganization Agreement");
WHEREAS, the Stockholder is the record and/or beneficial owner of
_________ shares of Common Stock, par value $0.01 per share, of SPR (the "SPR
Common Stock) (such shares of SPR Common Stock, together with any shares of
capital stock of SPR acquired by any member of the Stockholder Group described
below after the date hereof and during the term of this Agreement, being
collectively referred to herein as the "Stockholder Shares"); and
WHEREAS, as a condition to the willingness of Metamor to enter into the
Reorganization Agreement, and as an inducement to it to do so, the Stockholder
has agreed for the benefit of Metamor as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows (terms defined in the Reorganization Agreement and used but not
defined herein having the meanings assigned to such terms in the Reorganization
Agreement):
ARTICLE I
THE OPTION
Section 1.01. Grant of the Option. The Stockholder hereby grants to
Metamor an irrevocable option (the "Option") to purchase, on the terms and
subject to the conditions set forth herein, at a per share exercise price of
$22.80 (the "Exercise Price"), all Stockholder Shares, together with (i) any
additional shares of capital stock of SPR or any securities or other property
that the Stockholder is or becomes entitled to receive from SPR by reason of
being a record holder of such number of Stockholder Shares, (ii) any capital
stock, securities or other property into which any such number of Stockholder
Shares shall have been or shall be converted or changed, whether by amendment to
the Certificate of Incorporation of SPR, merger, consolidation, reorganization,
capital change or otherwise, (iii) any additional SPR Common Stock acquired by
the Stockholder as the result of the Stockholder's exercising an option, warrant
or other right to acquire shares of capital stock from SPR issued with respect
to such number of Stockholder Shares (all of the foregoing hereinafter
collectively referred to as the "Additional Stockholder Shares"), and (iv) any
shares of capital stock, securities or property referred to in clauses (i),
(ii), and (iii) above that are issued or
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issuable in respect of Additional Stockholder Shares (such Stockholder Shares,
the Additional Stockholder Shares and any shares, securities or property
referred to in clause (iv) above being collectively referred to herein as the
"Option Shares").
Section 1.02. Exercise of the Option.
(a) Subject to the conditions set forth in Section 1.03, the Option may
be exercised in whole at any time, and in part from time to time, after the
occurrence of a Triggering Event but prior to the Termination Date.
(b) For purposes hereof, a "Triggering Event" means any event giving
rise to a right of termination under the Reorganization Agreement under (A)
Section 6.1.2 (breach), (B) Section 6.1.5 (change of recommendation) or (C)
Section 6.1.10 (failure to obtain stockholder approval) if prior to the time of
the meeting of SPR's stockholders at which a final vote is taken by such
stockholders on a proposal to approve and adopt the Reorganization Agreement,
there is publicly announced by a third party (other than Metamor or an affiliate
of Metamor) a proposal for Another SPR Transaction.
For purposes hereof, the "Termination Date" means the first to occur of
(1) the Effective Time, (2) the first anniversary after the receipt by Metamor
of written notice from SPR of the occurrence of a Triggering Event and (3) the
date the Reorganization Agreement is terminated without giving rise to a
Triggering Event.
(c) In the event Metamor wishes to exercise the Option, Metamor will
send a written notice to the Stockholder specifying a place, date (not less than
two business days nor more than 10 calendar days after the date such notice is
given) and time for the closing of the purchase of such Option Shares (the
"Closing").
(d) The purchase price payable to the Stockholder with respect to any
exercise of the Option will be the product of (i) the Exercise Price and (ii)
the number of Option Shares to be purchased upon such exercise.
(e) In the event of any change in the number of issued and outstanding
shares of SPR Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, conversion, exchange of shares or other change in
the corporate or capital structure of SPR, the number and kind of shares subject
to the Option and the Exercise Price shall be adjusted appropriately. If, on or
after the date hereof, SPR should declare or pay any cash or stock dividend
(other than ordinary quarterly cash dividends as provided in the Reorganization
Agreement) or other distribution or issue any rights with respect to the SPR
Common Stock, payable or distributable to stockholders of record on a date prior
to the transfer to the name of Metamor or its nominee on SPR's stock transfer
books of the Option Shares, and the Option is exercised, then (a) the exercise
price per Option Share will be reduced by the amount of any such cash dividend
or cash distribution, and (b) the whole of any such non-cash dividends,
distribution or right which would have been payable with respect to each Option
Share purchased by Metamor if such shares were outstanding on the record date
for such distribution will be promptly remitted and transferred by the
Stockholder to Metamor. Upon exercise of the Option, to the extent consistent
with law, pending such remittance, Metamor will be entitled to all
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rights and privileges as owner of any such non-cash dividend, distribution or
right with respect to each Option Share purchased.
Section 1.03 Closing.
(a) At the Closing, the Stockholder will deliver to Metamor a
certificate or certificates representing the Option Shares being purchased, duly
endorsed for transfer or accompanied by appropriate stock powers duly executed
in blank, and Metamor will pay the purchase price in immediately available funds
by wire transfer to an account designated by the Stockholder. Transfer taxes, if
any, imposed as a result of the exercise of the Option and the transfer of any
Option Shares will be paid by the Stockholder.
(b) The obligations of Metamor and the Stockholder to consummate the
purchase and sale of the Option Shares pursuant to this Article I will be
subject to the fulfillment of the following conditions:
(i) The expiration or termination of the waiting period
applicable to the consummation of such transactions under the HSR Act;
and
(ii) Neither of the parties hereto shall be subject to any
order or injunction of a court of competent jurisdiction which
prohibits the consummation of such transactions.
Each of the parties will promptly make and will use all reasonable efforts to
cause each of their respective affiliates to make, all such filings and take all
such actions as may be reasonably required in order to permit the lawful
exercise of the Option, as promptly as possible. The date of any Closing may be
extended, if required, to the next business day following (1) the date that any
applicable waiting period under the HSR Act shall have expired or been earlier
terminated (but not beyond sixty (60) days after such date of Closing unless SPR
shall not have complied with its obligations under the Reorganization Agreement
with respect thereto), (2) the date that all other necessary governmental
approvals for the sale of the Option Shares for which the Option shall have been
exercised shall have been obtained, and (3) the satisfaction of any other
condition to the Closing; provided that any delay pursuant to clauses (2) or (3)
shall not exceed 10 business days.
ARTICLE II
COVENANTS OF THE STOCKHOLDER
Section 2.01. Agreement to Vote. At any meeting of the stockholders of
SPR held prior to the Termination Date (as defined hereinafter), however called,
and at every adjournment or postponement thereof prior to the Termination Date,
or in connection with any written consent of the stockholders of SPR given prior
to the Termination Date, the Stockholder shall, and shall cause each individual,
firm, corporation, partnership, trust, limited liability company or other entity
(each, a "Person") controlled by the Stockholder, other than SPR and its
subsidiaries (collectively, the "Stockholder Group") to, vote or cause to be
voted all Stockholder Shares entitled to vote and beneficially owned by such
Persons in favor of the approval of the Merger and each of the other
transactions contemplated by the Reorganization Agreement and in favor of the
approval and
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adoption of the Reorganization Agreement, and any actions required in
furtherance hereof and thereof. From the date of this Agreement through the
Termination Date, the Stockholder hereby grants Metamor an irrevocable proxy
coupled with an interest to vote the Stockholder Shares in favor of the Merger
and each of the other transactions contemplated by the Reorganization Agreement
and in favor of the approval and adoption of the Reorganization Agreement, and
any actions required in furtherance hereof and thereof.
Section 2.02. Proxies and Voting Agreements. Except as described in
Section 2.01, the Stockholder hereby revokes any and all previous proxies
granted with respect to matters set forth in Section 2.01. Prior to the
Termination Date, the Stockholder shall not, and shall cause each member of the
Stockholder Group not to, enter into any agreement or understanding with any
person other than Metamor prior to the Termination Date, directly or indirectly,
to vote, grant any proxy or give instructions with respect to the voting of any
Stockholder Shares in any manner inconsistent with this Agreement.
Section 2.03. No Solicitation.
(a) From and after the date hereof until the Termination Date, neither
the Stockholder nor any other member of the Stockholder Group will directly or
indirectly, solicit or encourage (including by way of providing information) any
prospective acquiror or the invitation or submission of any inquiries, proposals
or offers or any other efforts or attempts that constitute, or may reasonably be
expected to lead to, a SPR Transaction Proposal.
(b) The Stockholder shall immediately cease and cause to be terminated
any existing solicitation, initiation, encouragement, activity, discussion or
negotiation with any parties conducted heretofore by the Stockholder or any
representatives of the Stockholder with respect to any SPR Transaction Proposal
existing on the date hereof.
(c) Prior to the Termination Date, the Stockholder will promptly notify
Metamor of any requests for information made to the Stockholder or any
representative of the Stockholder or the receipt of any SPR Transaction Proposal
made to the Stockholder or any representative of the Stockholder, including the
identity of the person or group engaging in such discussions or negotiations,
requesting such information or making such SPR Transaction Proposal, and the
material terms and conditions of any SPR Transaction Proposal.
(d) Prior to the Termination Date, the Stockholder shall not, and each
member of the Stockholder Group shall not, enter into any agreement with any
person that provides for, or in any way facilitates, a SPR Transaction Proposal.
(e) The provisions of this Section 1.03 do not prohibit any
Stockholder, or other member of the Stockholder Group, who is also a SPR
director from taking actions permitted by Section 4.3.6.1 of the Reorganization
Agreement.
Section 2.04. Transfer of Shares by the Stockholder. Prior to the
Termination Date, the Stockholder shall not (a) subject any of the Option Shares
to, or suffer to exist on any of the Option Shares, any lien, pledge, security
interest, charge or other encumbrance or restriction, other than
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pursuant to this Agreement, or (b) sell, transfer, assign, convey or otherwise
dispose of any of the Option Shares (including any such action by operation of
law), other than a disposition by operation of law pursuant to the Merger. Prior
to the record date for the SPR stockholder meeting to vote on the Reorganization
Agreement, neither the Stockholder nor any member of the Stockholder Group will
sell, transfer, assign, convey or otherwise dispose of any of the Stockholder
Shares (including any such action by operation of law).
Section 2.05. Other Actions. Prior to the Termination Date, neither the
Stockholder nor any member of the Stockholder Group shall take any action that
would in any way restrict, limit, impede or interfere with the performance of
its obligations hereunder or the transactions contemplated hereby or by the
Reorganization Agreement.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS
OF THE STOCKHOLDER
The Stockholder represents, warrants and covenants to Metamor that:
Section 3.01. Ownership. The Stockholder, or a member of the
Stockholder Group, is as of the date hereof the beneficial and record owner of
the Stockholder Shares, the Stockholder, or a member of the Stockholder Group,
has the sole right to vote the Stockholder Shares, none of the Stockholder
Shares is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting of the Stockholder Shares, and no proxy,
power of attorney or other authorization has been granted with respect to any of
the Stockholder Shares other than as set forth herein. Upon delivery of any
Option Shares upon exercise of the Option, Metamor will acquire good title to
such shares, free and clear of all liens, pledges, security interests, charges
or other encumbrances or restrictions.
Section 3.02. Authority and Non-Contravention. The Stockholder has the
right, power and authority, and the Stockholder has been duly authorized by all
necessary action (including consultation, approval or other action by or with
any other person), to execute, deliver and perform this Agreement and consummate
the transactions contemplated hereby.
Such actions by the Stockholder (a) require no action by or in respect
of, or filing with, any governmental entity with respect to the Stockholder,
other than any required filings under the Exchange Act or under the HSR Act, and
(b) do not and will not contravene or constitute a default under any provisions
of applicable law or regulation or any agreement, judgment, injunction, order,
decree or other instrument binding on the Stockholder or result in the
imposition of any lien, pledge, security interest, charge or other encumbrance
or restriction on any of the Stockholder Shares (other than as provided in this
Agreement with respect to Stockholder Shares).
Section 3.03. Binding Effect. This Agreement has been duly executed and
delivered by the Stockholder and is the valid and binding agreement of the
Stockholder, enforceable against the Stockholder in accordance with its terms,
except as enforcement may be limited by bankruptcy,
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insolvency, moratorium or other similar laws relating to creditors' rights
generally and by equitable principles to which the remedies of specific
performance and injunctive and similar forms of relief are subject.
Section 3.04. Reasonable Efforts. Prior to the Termination Date, the
Stockholder shall use reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with
Metamor in doing, all things necessary, proper or advisable to consummate and
make effective the Merger and the other transactions contemplated by the
Reorganization Agreement and this Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Expenses. Each party hereto shall pay its own expenses
incident to preparing for entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby.
Section 4.02. Further Assurances. From time to time, at the request of
the other party, each party shall execute and deliver or cause to be executed
and delivered such additional documents and instruments and take all such
further action as may be necessary or desirable to consummate the transactions
contemplated by this Agreement.
Section 4.03. Specific Performance. The Stockholder on the one hand,
and Metamor, on the other, acknowledge and agree that irreparable damage would
occur if for any reason the Stockholder fails to perform any of the
Stockholder's obligations under this Agreement, and that Metamor would not have
an adequate remedy at law for money damages in such event. Accordingly, Metamor
shall be entitled to seek specific performance and injunctive and other
equitable relief to enforce the performance of this agreement by the Stockholder
without any requirement for the securing or posting of any bond. This provision
is without prejudice to any other rights that Metamor may have against the
Stockholder for any failure to perform its obligations under this Agreement.
Section 4.04. Notices. Any notice or communication required or
permitted hereunder shall be in writing and either delivered personally,
telegraphed or telecopied or sent by certified or registered mail, postage
prepaid, and shall be deemed to be given, dated and received when so delivered
personally, telegraphed or telecopied or, if mailed, five business days after
the date of mailing to the following address or telecopy number, or to such
other address or addresses as such person may subsequently designate by notice
given hereunder.
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(a) if to Metamor or Merger Sub, to:
Metamor Worldwide, Inc.
0000 Xxxx Xxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
Senior Vice President
Facsimile: 713-627-1059
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
1001 Xxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: 000-000-0000
(b) if to Stockholder, to:
-------------------
c/o SPR, Inc.
0000 Xxxxxx Xxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
with a copy to:
Wildman, Harrold, Xxxxx & Xxxxx
000 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxxx
Facsimile: 312-201-2555
Section 4.05. Interpretation. When a reference is made in this
Agreement to Sections, such reference shall be to a Section of this Agreement
unless otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the work "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." Unless the context otherwise requires, "or" is
disjunctive but not necessarily exclusive, and words in the singular include the
plural and in the plural include the singular. The term "person" is to be
interpreted broadly to include any corporation, partnership, trust, limited
liability company,
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government or other entity and any group (as used with respect to Section 13(d)
of the Exchange Act).
Section 4.06. Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart.
Section 4.07. Entire Agreement; No Third Party Beneficiaries. This
Agreement (a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereto and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
Section 4.08. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
Section 4.09. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) except to the partners of the
Stockholder as permitted herein without the prior written consent of the other
party. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
Section 4.10. Amendments; Terminations. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto.
Section 4.11. Certain Events. The Stockholder agrees that this
Agreement and the obligations hereunder shall attach to the Stockholder Shares
beneficially owned by such Stockholder and shall be binding upon any person to
which legal or beneficial ownership of such shares shall pass, whether by
operation of law or otherwise.
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IN WITNESS WHEREOF, Metamor and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
STOCKHOLDER:
By:
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METAMOR:
METAMOR WORLDWIDE, INC.
By:
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Xxxxx X. Xxxxxxx
Senior Vice President
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