EXHIBIT I
A G R E E M E N T
This Agreement, made this 18th day of June, 1999, by and between Xxxxx
Xxxxxxxx, a resident of New Jersey, hereafter called "Xxxxx"; Sheridan Printing,
a New Jersey corporation, hereafter called "Sheridan"; Xxx Xxxxxx, a resident of
New Jersey, hereafter called "Xxxxxx"; Xxxx Xxxx, a resident of New Jersey,
hereafter called "Rose"; Rose Investments Corp., a New Jersey corporation,
hereafter called "Investments;" West Worldwide Industries, Inc., a Florida
corporation, hereafter called "West"; Platronics, Inc., a New Jersey
corporation, hereafter called "Platronics" and West Worldwide Venture Capital,
Inc., a Florida corporation, hereafter called "Venture."
WHEREAS, Xxxxx has certain management, operational and investment
expertise;
WHEREAS, Sheridan currently holds 662,000 shares of Platronics common
stock;
WHEREAS, Xxxxxx is the President of Platronics;
WHEREAS, Rose has certain business management expertise and financial
resources;
WHEREAS, Investments has been funded by Rose to have a capability by Rose
and others to make certain investments;
WHEREAS, West has certain business management and investment banking
expertise; and
WHEREAS, Venture has certain expertise in investments and acquisitions.
NOW, in consideration of the covenants, promises and representations of the
parties hereto, the parties do herefore agree.
Page 1 of 18 Pages
1. FILING OF 13-D FILING WITH THE SECURITIES EXCHANGE COMMISSION. As soon as
practicable, but in no event more than ten days after the completion of
this transaction, the appropriate parties shall cause to be filed with the
Securities and Exchange Commission a 13-D Filing indicating the shares
issued pursuant to this agreement and other such relevant information as
may be required.
2. MANAGEMENT. As described below, Rose, Xxxxxx and Xxxxxxxx are the total
decision makers and have total control over management of Platronics.
3. ESCROW. All of documents and purchase price payments shall be held in
escrow by the law firm of Xxxxx Cummis et al. pending completion of the
following to the sole satisfaction of Investments and Venture:
(a) receipt of either approval of the transactions contemplated hereby
by the New Jersey Department of Environmental Protection ("DEP") or the
issuance by the DEP of a Letter of Nonapplicability with respect to such
transaction;
(b) receipt of a Phase I environmental audit with respect to all real
property owned or leased by Platronics;
(c) receipt of lien and judgment searches with respect to Platronics;
(d) receipt of a certification from Platronics, Sheridan and Xxxxxx that
no representation or warranty made by any of the foregoing is false or
misleading in any material respect; and
(e) amendment of the bylaws of Platronics to provide that directors on
the Board of Directors of Platronics need not be shareholders of the
company and that the number of directors on the Board shall be between
three and seven.
Page 2 of 18 Pages
If Investments and Ventures do not receive the prior items by September 1,
1999, they may terminate this agreement by written notice to Platronics,
James, Sheridan and Xxxxxx. Notwithstanding the above escrow, all
management, marketing and administrative provisions of this agreement shall
be effective immediately.
4. CHOICE OF COUNSEL. The Board of Directors shall, subject to the
recommendation of West which shall not be unreasonably rejected. West shall
interact with such attorneys on all relevant and related business matters
as a function of West's consulting agreement with Platronics.
5. INVESTMENTS AND VENTURE PURCHASE OF SHERIDAN'S SHARES. Investments and
Venture shall each purchase one-quarter of the 662,000 shares of common
stock of Platronics owned by Sheridan (165,500 shares each) at a purchase
price of $1.25 per share, subject to the below terms and conditions.
6. TERMS AND CONDITIONS OF THE PURCHASE OF SHERIDAN'S SHARES BY INVESTMENTS
AND VENTURE. At closing, Sheridan shall receive $50,000.00 in good federal
funds from each of Investments and West and a Promissory Note from each of
Investments and West for the balance of the purchase price of such
purchaser, as described above. Principal due under each Promissory Note
shall bear simple interest at the rate of six percent (6%) per annum. Each
Promissory Note shall provide for no payments of interest or principal for
the first four months and payment of interest only for the next four
months. Thereafter for the next 40 months, there will be an amortization
payment of $2,500 per month, with the final payment due the month
thereafter for all outstanding principal and interest as described above.
Payments shall be due by the tenth day of the applicable month.
Page 3 of 18 Pages
7. SHERIDAN'S REPRESENTATION OF ITS COST BASIS ON THE PURCHASE OF PLATRONICS
SHARES. Sheridan represents that its arithmetic weighted purchase price for
Platronics shares sold by it pursuant hereto is $1.25 and that such shares
are being sold to Investments and Venture without profit or the creation of
an obligation to make capital gains tax payments on the part of Sheridan or
Xxxxx.
8. REGISTERED SHARES ISSUED BY SHERIDAN. Sheridan represents that the shares
sold by it pursuant hereto are registered and fully tradeable on the Nasdaq
bulletin board. Such shares, however, shall be subject to the provisions of
Rule 144.
9. OPTIONS AND WARRANTS. In addition to the purchase of Sheridan's shares, as
described above, Sheridan hereby grants to each of Investments and Venture
a fully exercisable option to purchase up to 40,000 shares of the common
stock of Platronics owned by Sheridan at an exercise price or $1.25 per
share. This option shall continue in effect until January 1, 2002.
Additionally, at the closing Platronics shall issue to each of Investments
and Ventures a warrant to purchase an additional 40,000 shares of
Platronics common stock at a purchase price of $1.25 per share. This
warrant shall continue in effect until January 1, 2002. Such warrant shall
be on the Company's standard form of warrant.
10. WEST CONSULTING AGREEMENT. As a material consideration hereto, West shall
be granted a two-year consulting contract at $5,000 per month. In addition,
West shall receive 5 percent of the pretax profits of Platronics as earned
annually, beginning with fiscal year 2000. This consulting agreement shall
include provisions of a previous consulting agreement which provided West
with an exclusive investment banking agreement granting West 5 percent on
all acquisitions, mergers, consolidations and financing secured by
Platronics regardless of the source of such acquisitions, mergers,
consolidations or financing. A copy of such consulting agreement is
attached hereto as Exhibit A.
Page 4 of 18 Pages
11. LEGAL FEES. Platronics shall be responsible for all legal fees incurred by
it as a direct function of this agreement.
12. REGISTRATION OF CERTAIN SHARES. Platronics shall cause to be filed with the
Securities and Exchange Commission an effective registration statement with
respect to all shares to be issued to West and other mergers advisers as
described herein, and on any other shares that must be registered pursuant
to this Agreement, as well as a shelf registration of shares for
Platronics' acquisition program.
13. BUSINESS PHILOSOPHY. The parties agree that the business philosophy of
Platronics shall be to acquire product and related plating companies who
may take advantage of Platronics' physical facility and accordingly
increase sales and gross margin.
The parties intend to acquire companies through a combination of cash,
common and preferred stock and notes.
The parties also recognize that the gross margin of Platronics may be
materially increased through a combination of automation and more effective
price negotiations.
14. MARKETING PHILOSOPHY. The parties agree that an aggressive direct marketing
campaign is required in order to create additional Platronics' customers
largely within a 250 mile radius of Platronics headquarters in Linden, New
Jersey.
15. FINANCIAL CONTROLS. The parties agree that Rose and West shall play a
material role in the establishment and maintaining of financial control
including but not limited to purchase orders, payments, entering into
material contracts, hiring of personnel, capital equipment acquisitions,
and all other financial decisions which will impact on the profits and cash
flow of Platronics. It is understood and agreed that West is acting in a
consulting capacity and reports directly to the Board of Directors of
Platronics and Platronics' management.
Page 5 of 18 Pages
16. MATERIAL CONTRACTS. Platronics, Xxxxxxxx, Xxxxx and Xxxxxx represent and
warrant, to the best of their knowledge, other than those listed and
exhibited in Schedule 1, Platronics has no material contracts. Those
contracts, as exhibited in Schedule 1, are all contracts outstanding at
Platronics or pending or contemplated at this time.
17. NO EMPLOYMENT AGREEMENTS. James, Sheridan, Xxxxxx and Platronics represent
and warrant that, to the best of their knowledge, Platronics has no
employment contracts and that all employees are "at will" employees, except
for the contract with Xxxxxx which is included in Schedule 1.
18. NO ENVIRONMENTAL DIFFICULTIES PROBLEMS, PENDING OR THREATENED LITIGATION OR
OUTSTANDING DEFICIENCIES. Platronics, Xxxxxx, Xxxxxxxx and Xxxxx represent
and warrant that, to the best of their knowledge, there are no
environmental deficiencies, litigation or problems. Sheridan and Xxxxxx
jointly and severally agree to indemnify Platronics for any such
environmental difficulties if ascertained by the environmental study
described above. Xxxxxx represents and warrants that attached hereto as
Exhibit B is a true and correct copy of an environmental study conducted
with respect to Platronics and that there have been no material
environmental changes since the issuance of such report.
19. NO SECURITY AND EXCHANGE COMMISSION VIOLATIONS. Platronics, Xxxxxx,
Xxxxxxxx and Xxxxx represent and warrant that, to the best of their
knowledge, there are no security violations, investigation, formal or
informal, or any deficiencies whatsoever at Platronics.
Page 6 of 18 Pages
20. FINANCIAL REPRESENTATIONS. Sheridan, Xxxxxx, Xxxxx and Platronics represent
and warrant that, to the best of their knowledge, attached hereto (See
Exhibit C) are the aging of Accounts Payable, Accounts Receivable, Payroll
Register, current Financial Statement and Statement of Income and that
these documents truly and accurately represent the financial condition of
Platronics.
21. CONFORMITY TO ALL STATE, FEDERAL AND LOCAL REGULATIONS AND STATUTES.
Sheridan, Xxxxxx, Xxxxx and Platronics represent and warrant that, to the
best of their knowledge, Platronics is in conformity with all state,
federal and local regulations and statutes and is not the subject of any
informal or formal investigations, audits or reviews.
22. CORPORATION IN GOOD STANDING. Xxxxxx, Xxxxxxxx, Xxxxx and Platronics
represent and warrant that, to the best of their knowledge, Platronics is a
duly incorporated New Jersey corporation, current on all federal state and
local taxes.
23. OWNERSHIP OF SECURITIES. Sheridan hereby represents and warrants that,
immediately prior to consummation of the transactions contemplated by this
agreement, he owns 662,000 shares of common stock of Platronics, free and
clear of any and all liens, security interests or encumbrances of any
nature whatsoever.
24. NO LITIGATION. Xxxxxx, Xxxxxxxx, Xxxxx and Platronics represent and
warrant that, to the best of their knowledge, Platronics is not the subject
of any actual, pending or threatened litigation, except as listed on
Schedule 2 hereto.
25. EFFICIENCY AND MERCHANTABILITY OF EQUIPMENT, COMPUTERS AND RELATED
FACILITIES. Xxxxxx, Xxxxxxxx, Xxxxx and Platronics represent and warrant
that, to the best of their knowledge, all computer systems, telephone
systems and plant equipment are fully functioning and operational and fit
for the purposes as required by Platronics. Nothing contained herein shall
be deemed to be mean that Platronics does not contemplate additional
automation of its plan, but that however the current facility and its
related equipment, computers and telephone system are at this time fully
functional.
Page 7 of 18 Pages
26. YEAR 2000 READINESS. Platronics, Knigge, Sheridan, and Xxxxx represent and
warrant that, to the best of their knowledge, Platronics is fully prepared
and functional for all computer, telephone and related systems Year 2000
adjustment that shall be required.
27. NO UNION DIFFICULTIES, LITIGATION OR PROBLEMS. Xxxxxx, Xxxxxxxx, Xxxxx and
Platronics represent and warrant that, to the best of their knowledge,
Platronics is not the subject of any union litigation, complaints,
negotiations pending or possible work actions or strikes and maintains
satisfactory relationships with its union except as set forth on Schedule
2. Xxxxxx, Xxxxxxxx, Xxxxx and Platronics represent that, to the best of
their knowledge, the union negotiations now being conducted are such that
there will be no increase in the cost of labor during the 12-month period
of June 1999 through June 2000. (See Exhibit D, copy of Union contract).
Xxxxxx, Xxxxxxxx, Xxxxx and Platronics represent that there are no union
pensions obligations accrued or actual whatsoever.
28. ACCURACY OF 10K AND 10Q FILINGS. Sheridan, Platronics, Xxxxx and Xxxxxx
represent and warrant that Platronics'10Q and 10K Filings as attached
hereto (See Exhibit E and F), truly represent Platronics' business and
financial position.
29. Subordination of Obligations Now Due Sheridan. As a consideration of this
agreement, Sheridan hereby subordinates $295,472.88 of the outstanding
indebtedness (the "Subordinated Debt") due to Sheridan from Platronics
(which total amount equals $315,472.88 as of the date hereof and which
Sheridan represents and warrants is not evidenced by any financial
instrument), to all unaffiliated third-party lenders of Platronics, and
agrees to recast that Subordinated Debt into a 7-year term note with no
interest or amortization for the balance of 1999, with interest and
amortization to commence on January 1, 2000 and to recast the remaining
$20,000 in indebtedness into a demand note on such terms and conditions as
is agreed upon in good faith by the parties. Sheridan agrees to execute all
subordination documents requested by all such lenders in connection with
the Subordinated Debt.
Page 8 of 18 Pages
30. RETURN OF COMMON STOCK TO SHERIDAN. If in the sole reasonable judgment of
Investments and Venture, Platronics does not achieve reasonable levels of
profitability by the end of each fiscal quarter through the fourth quarter
of 2000, then Investments and Venture may each at its option return the
common stock and warrants purchased from Sheridan and Platronics pursuant
hereto and in return Sheridan shall return the purchase price payments
previously paid pursuant hereto and Sheridan and Platronics shall cancel
all further financial obligations due to Sheridan and Platronics pursuant
hereto, including the Promissory Note payments as described above
31. INTENTIONALLY OMITTED.
32. BOARD OF DIRECTORS OF PLATRONICS. The parties hereto shall cause a slate
of three individuals to become the Directors of Platronics. These directors
shall be Xxxxx, Xxxx and Xxxxxx. No other parties shall be nominated or
serve on the Board of Directors without the express approval of all three
directors to be nominated, as described above. Board of Director fees (in a
reasonable amount to be determined by the Board of Directors, subject to
the recommendation of West, which recommendation shall not be unreasonably
rejected) shall be paid to those directors on the Board of Directors.
Page 9 of 18 Pages
33. THE ACQUISITION OF DIRECTOR AND OFFICER LIABILITY INSURANCE. Xxxxxx,
Xxxxx, Sheridan and Platronics represent that Platronics has changed
Director and Officer Liability Insurance into a form reasonably
satisfactory to them, a copy of which is attached hereto (See Exhibit G).
In addition hereto, Platronics shall use its best efforts to ensure Xxxx
Xxxxxxxxxxx, officer of Venture, Rose and Xxxxx Xxxx, as a portion of this
Agreement, is indemnified and saved harmless by Platronics for any
litigation expenses incurred as a direct or indirect connection with his
responsibilities at Platronics, except to the extent caused by
Sapperstein's gross negligence or wilful misconduct.
34. THE CREATION OF PREFERRED STOCK FOR PLATRONICS. In order to facilitate the
acquisition process, the parties shall cause to be created, when needed, a
class of Preferred Stock which shall be utilized for acquisitions and the
securing of venture capital.
35. THE SECURING OF LINES OF CREDIT. West shall use its best efforts to secure
a line of credit for Platronics of not less than $500,000 from a
satisfactory asset-based lender. Such financing shall be secured by the
inventory, accounts receivable and equipment of Platronics.
36. THE SECURING OF ADDITIONAL EQUITY AND DEBT CAPITAL. West shall use its
best efforts to obtain additional equity and debt capital, including but
not limited to the aforementioned 506 private placement. The parties
further agree that pursuant and subject to Rule 144, the parties shall sell
such shares as shall be required to obtain either a capital gain for the
company or necessary working capital.
Page 10 of 18 Pages
37. KEY DECISIONS. To the extent permitted by law, other than described
herein, the parties agree that all decisions involving $10,000 or greater
other than the purchase of inventory in the ordinary course of business
must be approved by Xxxxx, Xxxxxx and Xxxx. Such approval shall not be
unreasonably withheld. Xxxxx, therefore, will maintain total control of the
company through this process and the other agreements as contained herein.
38. NOTICES PURSUANT TO THIS AGREEMENT.
Xxxxx Xxxxxxxx 0000 Xxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
Sheridan Printing 0000 Xxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
Xxx Xxxxxx c/o Platronics, Inc.
000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Xxxx Xxxx 000 Xxxxxxxx Xxxxxx
Xx. Xxxxxxxxx, XX 00000
Rose Investments Corp. 000 Xxxxxxxx Xxxxxx
Xx. Xxxxxxxxx, XX 00000
West Worldwide Industries 0000 X. XxXxx Xxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Platronics, Inc. 000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
West Worldwide Venture 00 Xxxxx Xxxxxx Xxxx Xxxx
Capital, Inc. Xxxxxx Xxxxxx, XX 00000
Page 11 of 18 Pages
39. MERGER AND ACQUISITIONS PROGRAM. The parties recognize that a material
portion of the success of Platronics will be based upon the success of its
mergers and acquisitions program. To that extent, Platronics hereby agrees
to issue, subject to unanimous approval of the Board of Directors, a
maximum of 10,000 shares of the common stock of Platronics to such
investment bankers and advisers who may assist in presenting potential
sellers to Platronics, and to register such shares pursuant to the
Registration Statement which is described above, provided that other than
the above shares such advisers and investment bankers receive their
compensation from Sellers.
40. COMPENSATION TO WEST FOR ADVISING PURSUANT TO THIS AGREEMENT. West shall
receive 5 percent of the sale price of the shares of Sheridan to
Investments (which shall be payable by Sheridan), and 2.5 percent of the
sale price of the shares of Sheridan to Investments (which shall be payable
by Investments) and 2.5 percent of the sale price of the shares of Sheridan
to Ventures (which shall be payable by Venture). Such payment to be made at
closing by both parties in good federal funds. In addition, West shall
receive 10,000 shares of the common stock of Platronics as additional
compensation herein. Such shares to be registered shares in accordance with
the Registration Statement to be filed as described above. Any additional
shares held by West shall also be registered pursuant to the Registration
Statement as described above.
41. INDEMNITY. Platronics hereby agree to indemnify and hold harmless Venture,
West and their respective officers and directors (collectively, the "West
Parties") from any and all loss and liability suffered or incurred by any
West Party on account of any breach of any representation or warranty made
by Platronics in connection with the transactions contemplated hereby,
except to the extent caused by the gross negligence or wilful misconduct of
and West Party. Platronics, Xxxxxxxx, Xxxxx and Xxxxxx (the "Indemnifying
Parties") hereby agree to indemnify and hold harmless Investments and its
officers and directors and Rose (collectively, the "Rose Parties") from any
and all loss and liability suffered or incurred by any Rose Party on
account of any breach of any representation or warranty made by any
Indemnifying Party in connection with the transactions contemplated hereby,
except to the extent caused by the gross negligence or wilful misconduct of
any Rose Party. For purposes of clarification and notwithstanding anything
contained herein to the contrary, all "knowledge" qualifies contained in
any representations and warranties apply only to Xxxxxxxx, Xxxxx and Xxxxxx
and not the Platronics.
Page 12 of 18 Pages
42. THE NEED FOR FINANCIAL PUBLIC RELATIONS. The parties hereto acknowledge
and agree that a material portion of the success of Platronics will be
determined by receiving favorable stock market support and accordingly an
appropriate price for the common stock of Platronics. The parties therefore
agree that as soon as practicable they will retain a financial public
relations agency who shall be charged with the responsibility of contacting
brokers, analysts, investment bankers and the financial media with a view
towards acquainting these individuals and entities with Platronics, its
plans, goals and objectives.
43. CHOICE OF ACCOUNTANTS. The Board of Directors shall be responsible for the
choice of an accounting firm, subject to the recommendation of West, which
recommendation shall not be unreasonably rejected.
44. DISPUTES. Any disputes pursuant to this agreement shall be resolved under
the rules of the American Arbitration Association. Such arbitration shall
be conducted in the Newark, New Jersey area.
45. SUBHEADLINES ARE FOR INFORMATIONAL PURPOSES ONLY. Bold or Italicized
sentences at the beginning of each of the paragraphs herein are for
informational purposes and ease of reading only and shall be deemed to have
no legal interpretive value whatsoever.
46. AGREEMENT CONTAINS ALL. This Agreement contains all of the understandings
between the parties and any other oral representations are hereby waived.
Page 13 of 18 Pages
47. NO MATERIAL ADVERSE CHANGE. Xxxxxx, Xxxxxxxx, Xxxxx and Platronics
represent that since the filing of its latest 10Q and the preparation of
its latest financial statement, there have been no material adverse changes
that if known to Rose, Investments or West would cause them not to enter
into this agreement.
48. NO NON-DISCLOSED DIFFICULTIES OR MATERIAL OMISSIONS. Xxxxxx, Xxxxxxxx,
Xxxxx and Platronics represent that there are no material omissions,
adverse circumstances or situations as it relates to Platronics, its
customer base, operations, facilities, filings, or any other aspect of its
business that if known to Rose, Investments or West that such information
might cause Xxxx, Xxxx or Investments not to enter into this agreement.
49. TITLES. Rose shall have the title of Chairman of the Board, Xxxxx shall
have the title of Vice Chairman and Xxxxxx shall have the title of
President.
50. RIGHT OF OFFSET OF WEST WORLDWIDE VENTURE CAPITAL (VENTURE CAPITAL) IF FEES
ARE NOT PAID TO WEST. If fees due to West pursuant hereto by Sheridan are
not paid to West in a timely manner, then Venture shall have the right to
offset any payments to Sheridan pursuant to this Agreement against such
delinquent payments.
51. INVENTORY AND ACCOUNTS RECEIVABLE AUDIT. The Parties acknowledge that in
order to close this transaction promptly on Friday, June 18, 1999, there
will be no time for an official audit of the inventory and accounts
receivable of Platronics. Therefore, the parties agree that post-closing
there will be an audit of the receivables and inventory. To the extent that
such receivables and inventory do not conform with the company's financial
statements, the Parties agree to make equitable adjustments in the purchase
price of Sheridan's shares.
Page 14 of 18 Pages
52. SHAREHOLDERS AGREEMENT AND RELATED PROVISIONS INCORPORATED HEREIN. The
following represents agreements between the shareholders herein and
incorporates both the purchase of shares, redistribution of warrants and
shareholders agreement as described below:
(1) Except as provided below, no party may sell shares of common stock
of Platronics without the express approval of Venture, Investments,
Sheridan and Xxxxxx.
(2) If a party desires to sell shares, he or it must first offer those
shares at a fair price to each of the other shareholders as described
herein on a pro rata basis (with a pro rata right of over
oversubscription). If such shareholders, as described herein, at the end of
seven (7) days do not wish to purchase such shares, then the selling
shareholder is free to sell all such shares on terms no more favorable than
those offered to the other shareholders.
(3) In case of death or disability of either Xxxxx, Xxxx or Xxxxxx,
the remaining parties shall agree on appointing a third party to act as a
director of Platronics. If the remaining individuals cannot agree on such a
party, it shall be submitted to arbitration under the Rules of the American
Arbitration Association.
WITH INTENT to be legally bound, the parties do herefore affix their hands
and seals this 18th day of June, 1999.
Page 15 of 18 Pages
------------------------------
Xxxxx Xxxxxxxx, Individually
Sheridan Printing
By:___________________________
Xxxxx Xxxxxxxx, President
___________________________
Xxx Xxxxxx, Individually
___________________________
Xxxx Xxxx, Individually
Rose Investments Corp.
By: ________________________
Xxxx Xxxx, President
West Worldwide Industries, Inc.
By:__________________________
Xxxxxx Xxxx, President
Page 16 of 18 Pages
Platronics, Inc.
By:__________________________
Xxx Xxxxxx, President
Page 17 of 18 Pages
West Worldwide Venture Capital, Inc.
By:__________________________
Xxxxxx Xxxx, President
Page 18 of 18 Pages
EXHIBIT A
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made this 23 day of March,1999 by and between
PLATRONICS, INC., a New Jersey corporation ("Platronics") , having its principal
address at 000 Xxxxxxxx Xxxx. , Xxxxxx, Xxx Xxxxxx 00000 and WEST WORLDWIDE
INDUSTRIES, INC., a NEW YORK corporation ("West") , having its principal place
of business at The Empire Xxxxx Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.
W I T N E S S E T H:
WHEREAS West has expertise in the area of financial consulting with
companies in the areas of developing and implementing business plans, including
marketing and acquisition strategies, arranging for equity and debt financing,
and identifying acquisition and merger candidates and assisting in any such
transactions; and
WHEREAS Platronics desire to engage West on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. RETENTION OF WEST. Platronics hereby retains West as a financial
consultant to assist Platronics in the areas of developing and implementing
business plans, including marketing and acquisition strategies, arranging for
equity financing, and identifying acquisition and merger candidates and
assisting in any such transactions and West hereby accepts such retention and
agrees to perform such services.
2. TERM OF THIS AGREEMENT. Unless extended by Platronics as hereinafter
provided, the term of this Agreement shall expire on July 31, 1999.
3. DUTIES OF WEST. West agrees to assist Platronics in its contemplated
private placement of stock and warrants (the "Offering") by reviewing and
advising Platronics on the Offering materials and assisting in the development
of a market strategy for the Offering. West further agrees to assist Platronics
in developing its strategic marketing strategy for the sale of its products and
in the identification of, and negotiation with, potential acquisition and merger
candidates. West agrees to devote the time, attention and manpower necessary to
perform its duties hereunder.
4. COMPENSATION TO WEST. In consideration of the services to be rendered
hereunder, West shall receive the following compensation:
-1-
4.1 Ten Thousand ($10,000) Dollars prior to the execution hereof,
receipt whereof is hereby acknowledged by West.
4.2 Five Thousand (5000) unregistered shares of the Common Stock of
Platronics, which shares shall also bear an appropriate restrictive legend.
Platronics undertakes to arrange for the transfer of such Common Stock to West
as soon as practicable after the execution of this Agreement.
5. EXTENSION OF AGREEMENT. At the expiration of the initial term of this
Agreement, Platronics shall have the option to extend the term of this Agreement
on a month to month basis for a period not to exceed an additional ten (10)
months. During any extension period of this Agreement, West shall be paid a
consulting fee of Five Thousand ($5,000) Dollars per month in arrears on the
last business day of the each month during which this Agreement is in effect.
6. REPRESENTATIONS AND WARRANTIES OF WEST.
West represents and warrants to Platronics, knowing and intending that it
shall rely thereon, and which representations and warranties shall survive the
termination of this Agreement, as follows:
6.1 West is a corporation, duly organized, validly existing and in
good standing under the laws of the State of New York.
6.2 This Agreement and the performance by West of its obligations
hereunder has been duly authorized by all requisite corporate action and
constitutes a valid and legal obligation of West, enforceable against West in
accordance with its terms.
6.3 The execution, delivery and performance by West of this Agreement
does not and will not constitute a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
by-laws of West, any provision of any agreement or contract to which West is a
party or by which it may be bound, any order, writ, injunction or other judgment
of any nature or any law, rule or regulation.
6.4 West is not engaged in the business of selling securities nor
does it or shall it undertake any activities, including but not limited to its
activities in connection with its performance under this Agreement, which would
require it or any of its principals to be registered as a broker-dealer or
investment advisor in the State of New Jersey or with the Securities and
Exchange Commission.
-2-
7. REPRESENTATIONS AND WARRANTIES OF PLATRONICS.
Platronics represents and warrants to West, knowing and intending that it
shall rely thereon, and which representations and warranties shall survive the
termination of this Agreement, as follows:
7.1 Platronics is a corporation, duly organized, validly existing and
in good standing under the laws of the State of New Jersey.
7.2 This Agreement and the performance by Platronics of its
obligations hereunder has been duly authorized by all requisite corporate action
and constitutes a valid and legal obligation of Platronics, enforceable against
Platronics in accordance with its terms.
7.3 The execution, delivery and performance by West of this Agreement
does not and will not constitute a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
by-laws of Platronics, any provision of any agreement or contract to which
Platronics is a party or by which it may be bound, or any order, writ,
injunction or other judgment of any nature.
7.4 The 10-KSB for the year ending September 30, 1998, the 10-QSB for
the quarter ending December 31, 1998 filed by Platronics with the Securities and
Exchange Commission are accurate in all material respects and there has been no
material adverse change in Platronics since the December 31, 1998 10-QSB. The
offering memorandum issued by Platronics in connection with the offering is
accurate in all material respects, and does not contain any omissions of any
material facts regarding Platronics.
8. INDEMNIFICATION. West hereby agrees to indemnify and hold harmless
Platronics, its officers, directors, employees, agents and representatives,
against and in respect of any and all claims, costs, expenses, damages,
liabilities, losses or deficiencies (including, without limitation, counsel's
fees and other costs and expenses incident to any suit, action or proceeding)
arising out of, resulting from or incurred in connection with the breach by West
of an any representation or warranty made by it hereunder or any covenant or
agreement to be performed by it hereunder. The provisions of this paragraph 8
shall survive any termination of this Agreement.
9. GOVERNING LAW. This Agreement shall be governed and construed and
enforced in accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed solely therein, without giving effect to
principles of conflicts of law.
10. ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the entire
understanding between the parties hereto and supersedes all prior oral and
written communications and agreements regarding any fees or other compensation
of any nature whatsoever to be paid to West, which communications and agreements
are intended to be integrated herein. This Agreement shall not be modified or
amended except by an instrument in writing, signed by or on behalf of the
parties hereto.
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[WEST WORLDWIDE INDUSTRIES, INC. LETTERHEAD]
June 18, 1999
Xxx Xxxxxx
Platronics, Inc.
000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Dear Xxx:
This will confirm that we will spend not less than twenty-five hours, per month,
on the exclusive business of Platronics. Our consulting contract shall run from
June 18th 1999 through June 17th, 2001.
Our services shall include, but not necessarily limited to:
1. Mergers and acquisition consulting
2. Finance consulting
3. Management consulting
4. Marketing consulting
5. Executive search consulting
We look forward to a long and mutual advantageous relationship.
Very truly yours,
Xxxxxx Xxxx
Chairman of the Board
West Worldwide Industries, Inc.
11. HEADINGS. The headings in this Agreement are for the convenience of
reference only and shall not be deemed to define, limit, or describe the scope
and intent of this Agreement, or any article or section thereof, or to alter or
affect the interpretation of any provision thereof.
12. NOTICES. Whenever under the provisions of this Agreement, notice is
to be given, it shall be in writing and shall be deemed given when served
personally or when mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to the parties at their addresses set forth
herein, or to such other address as any party shall hereafter designate by
notice to the others.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
14. CONSENT TO JURISDICTION. Each of the parties hereto irrevocably
consents to the jurisdiction of the state and federal courts located in the
State of New Jersey in any and all actions, suits or proceedings between or
among any of the parties hereto, whether arising hereunder or otherwise.
15. SERVICE OF PROCESS. If any party shall not be physically present and
residing in the State of New Jersey to accept service of process through normal
means, such party irrevocably consents to service of process by first class
certified mail, return receipt requested, postage prepaid, to the address at
which such party is to receive notice in accordance with Article 12 hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above mentioned.
PLATRONICS, INC.
By:________________________________
Xxxxxx Xxxxxx
President and Chief Executive Officer
WEST WORLDWIDE INDUSTRIES, INC.
By:________________________________
Xxxxxx Xxxx
President and Chief Executive Officer
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