Exhibit 2.1.2
AMENDMENT
TO
REORGANIZATION AND MERGER AGREEMENT
THIS AMENDMENT (the "Amendment") to the Reorganization and Merger Agreement
(the "Reorganization Agreement") dated as of July 26, 1999, by and among HTM
Holdings, Inc., a Delaware corporation ("HTM"), SMTC Manufacturing Corporation
of Canada (f/k/a The Surface Mount Technology Centre Inc.), an Ontario
corporation ("SMTC"), SMTC Corporation, a Delaware corporation, ("SMTC
Holdings"), EMSIcon Investments, LLC, a Delaware limited liability company
("EMSIcon"), each of the persons or entities identified on the signature pages
in the Reorganization Agreement as a stockholder of SMTC (each, an "SMTC
Stockholder" and collectively, the "SMTC Stockholders"), and each of the persons
or entities identified on the signature pages in the Reorganization Agreement as
a stockholder of HTM (each, including EMSIcon, an "HTM Stockholder" and
collectively, the "HTM Stockholders") is made as of July 27, 2000 pursuant to
Section 9.2(b) of the Reorganization Agreement. Capitalized terms not otherwise
defined herein shall have the meanings given to them in the Reorganization
Agreement.
WHEREAS, SMTC Holdings intends to sell shares of its common stock to the
public pursuant to registered offerings in both the United States and Canada
(collectively, the "IPO"); and
WHEREAS, in connection with the IPO, SMTC, HTM, EMSIcon, and the SMTC
Stockholders desire to amend the Reorganization Agreement as set forth in this
Amendment,
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree
as follows:
1. Effectiveness. This Amendment shall become effective upon the closing of
the IPO (the "Effective Date").
2. Amendment to Reorganization Agreement. As of the Effective Date:
(a) Amendment to Section 6.5. Section 6.5(a) of the Reorganization
Agreement shall be amended and restated in its entirety to read as follows:
All claims under Sections 6.1(a) and 6.1(b) shall be satisfied in cash.
(b) Amendment to Section 6.6. The first sentence of Section 6.6(a) of the
Reorganization Agreement shall be amended and restated to read in its entirety
as follows::
Regardless of any investigation made at any time by or on behalf of any
party hereto or of any information any party may have in respect thereof,
all representations and warranties made herein or pursuant hereto or in
connection with the transactions contemplated by the documents shall
survive the Reorganization Closing and the Financing closing and continue
in effect until the closing of the IPO.
3. Governing Law. This Amendment will be governed by and construed in
accordance with the domestic laws of the State of Delaware without giving
effect to any choice of law or conflicting provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the laws of
any jurisdiction other than the State of Delaware to be applied.
4. Counterparts. This Amendment may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but
all such counterparts together shall constitute one and the same Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW.]
2
Amendment to Reorganization Agreement
July __, 2000
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the authorized representatives of each of the parties hereto as of the date
first above written.
SMTC: SMTC Corporation
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title:
SMTC-Canada: SMTC Manufacturing Corporation of Canada
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title:
HTM: HTM Holdings, Inc.
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title:
EMSIcon: EMSIcon Investments, LLC
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: An Authorized Person
Certain Members of EMSIcon: Xxxx Capital Fund VI, L.P.
By: Xxxx Capital Partners VI, L.P.,
its general partner
By: Xxxx Capital Investors VI, Inc.
its general partner
By: /s/ Xxxx Xxxxxxxx
-----------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
Amendment to Reorganization Agreement
July __, 2000
BCIP Associates II
BCIP Trust Associates II
BCIP Associates II-B
BCIP Associates II-C
By: Xxxx Capital, Inc.,
their Managing Partner
By: /s/ Xxxx Xxxxxxxx
-----------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
Celerity EMSIcon, LLC
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: An Authorized Person
SMTC Stockholders: X.X. Xxxxxx Consulting, Inc.
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title: President
/s/ Xxxx Xxxxxx
-----------------------------
Xxxx Xxxxxx
Xxxxxx Inc.
By: /s/ Xxxxx X'Xxxxxxx
-----------------------------
Name: Xxxxx X'Xxxxxxx
Title: President
/s/ Xxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxxxx
Xxxxxx Electronics Group, Limited
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Secretary-Treasurer
