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EXHIBIT 1.2
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") is executed as of
October 1, 1997, by and between Chart House Investors, L.L.C., a Delaware
limited liability company ("CHI"), and MelChart LLC, an Illinois limited
liability company ("Purchaser").
WHEREAS, pursuant to that certain Stock Purchase and Sale Agreement,
dated as of March 10, 1997, among Chart House Enterprises, Inc., a Delaware
corporation (the "Company"), CHI and, solely for purposes of Section 4.13 of
said Stock Purchase and Sale Agreement, Alpha Partnership, an Illinois general
partnership, CHI purchased from the Company, and the Company issued and sold to
CHI, an aggregate of 3,400,000 newly issued shares of common stock, par value
$.01 per share, of the Company (such 3,400,000 shares of Common Stock, the "CHI
Shares");
WHEREAS, Purchaser desires to purchase from CHI, and CHI desires to sell to
Purchaser, 202,217 of the CHI Shares (such 202,217 of the CHI Shares, the
"Shares"), on the terms herein contained;
WHEREAS, the parties contemporaneously herewith have entered into (i) an
Amended and Restated Standstill Agreement dated as of the date hereof (as such
agreement may be amended, modified, supplemented, restated or superseded, from
time to time, the "Amended and Restated Standstill Agreement"), and (ii) a
Stockholders' Agreement dated as of the date hereof (as such agreement may be
amended, modified, supplemented, restated or superseded, from time to time, the
"Stockholders' Agreement");
NOW, THEREFORE, in consideration of the premises and covenants set forth
herein and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Sale and Purchase of Stock. CHI hereby sells, and Purchaser hereby
purchases, the Shares, free and clear of all liens, claims and other
encumbrances, other than any created by the Purchaser or created by the
Stockholders' Agreement or the Amended and Restated Standstill Agreement.
2. Purchase Price. In consideration for the Shares, Purchaser hereby agrees
to pay to CHI, in cash, a purchase price of $5.75 per share for the Shares for
an aggregate purchase price of $1,162,747.75 (the "Purchase Price"). In full
payment of the Shares, Purchaser shall deliver to CHI on the date hereof
immediately available funds in the amount of the Purchase Price.
3. Purchaser's Investment Intent. Purchaser represents, warrants,
acknowledges and covenants to CHI as follows: (a) Purchaser is acquiring the
Shares for investment for its own account and not with the view to selling,
distributing or transferring the Shares in violation of the
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registration requirements of the Securities Act of 1933, as amended (the
"Act"), or applicable state securities laws. Purchaser understands that the
Shares have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends upon, among other
things, the bona fide nature of Purchaser's investment intent as expressed
herein; and (b) Because they have not been registered under the Act, the Shares
constitute "restricted securities" under Rule 144 of the Act and must be held
indefinitely unless subsequently registered under the Act or an exemption from
such registration is available.
4. Legend. Purchaser agrees to the placing on the certificates
representing the Shares of a legend, in substantially the following form:
"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act") or
applicable state securities laws and may not be sold, transferred,
assigned, offered, pledged or otherwise disposed of unless (i) there
is an effective registration statement under such Act and such laws
covering such securities or (ii) such sale, transfer, assignment,
offer, pledge or other disposition is exempt form the registration and
prospectus delivery requirements of the Securities Act and such laws.
The securities evidenced by this certificate are subject to the
restrictions contained in the Amended and Restated Standstill
Agreement dated as of October 1, 1997 and the Stockholders' Agreement
dated as of October 1, 1997, in each case, to which the Company is a
party, as amended, supplemented or otherwise modified from time to
time, and may not be transferred except in compliance there with."
5. Miscellaneous. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois, without giving effect to
conflict of law principles. If any provision of this Agreement is held
invalid, the remainder of this Agreement shall not be affected thereby. This
Agreement, together with the Amended and Restated Standstill Agreement and the
Stockholders' Agreement, sets forth the entire agreement of the parties, with
respect to the subject matter hereof, and no waivers, modifications or
amendments shall be effective unless the same are in writing signed by the
party to be charged. This Agreement may be executed in counterparts, each of
which when so executed shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed and delivered this Stock
Purchase and Sale Agreement as of the date first written above.
MelChart LLC
By:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, manager, by
Xxxxxxx X. Xxx under Power of Attorney
Chart House Investors, L.L.C.
By: Alphabet Partners, its managing member
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, trustee of a general partner
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