EXHIBIT 9
VOTING TRUST AGREEMENT
This VOTING TRUST AGREEMENT is signed on March 31, 1999, among certain
shareholders of AUTOMOTIVE TECHNOLOGIES, INC., a Colorado corporation (the
"Corporation") whose names and signatures are below (the "Subscribers) and
Xxxxxx Xxxxxxxx and Xxxxx Xxxx (the "Trustees")
BACKGROUND
1. Each of the Subscribers is an owner of shares of the Corporation in
the amounts set opposite their respective signatures.
2. With a view to the safe and competent management of the Corporation
in the interests of all of its shareholders, the Subscribers are
desirous of creating a trust in the following manner.
The parties agree as follows:
1. TRANSFER TO THE TRUSTEES. The Subscribers will indorse in blank and
assign and deliver to the Trustees the stock certificates owned by each of them
and will do all things necessary for the transfer of their shares to the
Trustees on the books of the Corporation.
2. TRUSTEES TO HOLD SUBJECT TO THIS AGREEMENT. The Trustees will hold
the shares transferred to them for the common benefit of the Subscribers subject
to the terms of this Agreement and Section 4 of that certain Agreement and Plan
of Reorganization ("Exchange Agreement").
3. NEW CERTIFICATES TO THE TRUSTEES. The Trustees will surrender to the
Corporation for cancellation all certificates assigned and delivered to them,
and in their place, will procure new certificates to be issued to them as
Trustees under this Agreement.
4. TRUSTEES' CERTIFICATES. The Trustees will issue to each Subscriber
a trust certificate for the same number of shares represented by the share
certificates transferred to the Trustees. Each trust certificate will: (i) state
that it is issued under this Agreement; (ii) set forth the nature and
proportional amount of the beneficial interest of the person to whom it is
issued; and (iii) be assignable, subject to the terms of Section 9. The Trustees
will keep a list of the shares transferred to them, and will also keep a record
of all trust certificates issued or transferred on their books. The record will
contain the names and addresses of the trust certificate holders and the number
of shares represented by each certificate. The list and record will be open at
all reasonable times to the inspection of the trust certificate holders. Upon
the transfer of any trust certificate on the books of Corporation, the
transferee will succeed to all the rights of the transferor, subject to the
terms of Section 9.
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5. TRUSTEES TO VOTE SHARES. It is the duty of the Trustees, and they
have full power and authority, and are fully empowered and authorized, to
represent the holders of the trust certificates and the shares transferred to
the Trustees, and to vote the shares, as in the judgment of both of the
Trustees, may be for the best interest of the Corporation, at all meetings of
the shareholders of the Corporation, in the election of directors and upon all
matters and questions which may be brought before these meetings, as fully as
any shareholder might do if personally present. The Trustees agree to take the
following action:
(1) The Board of Directors will be composed of 5 persons including
each of the Trustees, and Xxxxxxx X. Xxxxx (or his designee).
Each director will be elected for a term of not less than 1 year
and may serve a staggered term for a period greater than 1 year.
(2) If the Corporation fails to successfully complete the following:
1. Within 60 days from the date of this Agreement, the
Corporation must raise an equity contribution of at least
$450,000 for working capital;
2. Within 8 months from the date of this Agreement, the
Corporation must raise an additional equity contribution of at
least $550,000 for working capital; and
3. Within 12 months from the date of the Agreement, the
Corporation must raise an additional equity contribution of at
least $1,000,000 for working capital.
If any of these conditions are not timely and fully met, then the
Trustees will vote to authorize the creation of additional common
shares which they will issue to Xxxxxx Xxxxxxxx and Xxxxx Xxxx, in
their individual capacities and not as Trustees, for par value in
an amount which than allows Messrs. Sergeant and Rich to own 51%
of the total authorized, issued and outstanding shares of the
Corporation. All other shareholders will be diluted upon this
additional share issuance.
If the Articles of Incorporation and/or Bylaws of the Corporation
need to be amended to accomplish the purposes of this Agreement,
the Trustees have the power to so vote to amend.
6. DIVIDENDS. The Trustees will collect and receive any dividends that
may accrue upon the shares subject to this Agreement and, subject to deduction
as provided in Section 7, will divide any dividends among the trust certificate
holders in proportion to the number of shares respectively represented by their
trust certificates.
7. TRUSTEES' INDEMNITY. The Trustees are to be fully indemnified out of
the dividends coming to their hands against all costs, charges, expenses, and
other liabilities properly incurred by them in the exercise of any power
conferred upon them under this Agreement or by law. The
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Subscribers covenant with the Trustees that, if the moneys and securities in
their hands are insufficient for that purpose, the Subscribers will, in
proportion to the amounts of their respective shares and interests and save
harmless and keep indemnified the Trustees of and from all loss or damage which
they may sustain or be put to by reason of anything they may lawfully do in the
signing of this Agreement.
8. SALE OF TRUST CERTIFICATES; TRUSTEES' OPTION. If the holder of any
trust certificate desires to sell or pledge his or her beneficial interest in
the shares represented by a trust certificate, he or she will first give written
notice to the Trustees. The Trustees have the right at their option any time
within 30 days after the receipt of the notice to purchase the beneficial
interest at the book value of the shares represented by the trust certificate at
the time of purchase. If the Trustees exercise their option to purchase, they
will hold the beneficial interest for the benefit of all the remaining trust
certificate holders, including the Trustees, who will, upon 30 days' written
notice given by the Trustees before exercising the option, contribute their
respective proportionate share of the purchase price in cash paid by the
Trustees. If the Trustees do not exercise their option, the holder of the trust
certificate has the right to sell the trust certificate to any person and for
any price he or she determines.
9. NEW TRUSTEES. If any Trustee dies, resigns, refuses or becomes
unable to act, the other Trustee will appoint another Trustee to fill the
vacancy. The person appointed will become vested with all the duties, powers,
and authority of the Trustees as if originally named in this Agreement.
10. CONTINUANCE AND TERMINATION OF TRUST. The trust created continues
for 1 year from the date of this Agreement, unless sooner terminated by the vote
of 100% of the shares subject of this Agreement by specific resolution adopted
at a meeting of the trust certificate holders called by a majority of the
certificate holders for that purpose by at least 30 days' written notice mailed
to the trust certificate holders at their respective addresses appearing in the
records of the Trustees. Upon the termination of the trust, the Trustees will,
upon the surrender of the trust certificates by the respective holders, assign
and transfer to them the number of shares represented.
IN WITNESS WHEREOF, the parties have signed this Voting Trust Agreement
on the date first set forth.
Shareholders:
/s/ Xxxxx Xxxxxxxx
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International Consolidated Capital
Company, by its President
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/s/ Xxxxxxx X. Xxxxx
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Xxxxx Group by its President
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Trustees:
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
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