Exhibit 1
STOCK PURCHASE AGREEMENT
This Agreement is made as of March 28, 2002, by and between J&C RESOURCES, LLC
OF 0000 Xxxxx Xxxxx, Xxxxx 00, Xxxxxxx Xxxxx, XX 00000 (the "Seller") and
Softech, Inc. of 0 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 (the "Purchaser").
1. The Seller hereby agrees to sell and the Purchaser hereby agrees to buy
eighty six thousand five hundred (86,500) shares of Common Stock (the "Shares")
of WORKGROUP TECHNOLOGY CORPORATION of One Burlington Xxxxx Drive, Burlington,
MA (the "Company") at a purchase price of One Dollar and Fifty Cents ($1.50) per
share for an aggregate purchase price of One Hundred Twenty Nine Thousand Seven
Hundred and Fifty Dollars ($129,750.00) (the "Purchase Price").
2. The payment by the Purchaser to the Seller of the Purchase Price shall be
made via wire transfer within two business days of the date of this Agreement in
accordance with instructions provided by the Seller. Upon receipt of the
Purchase Price, the Seller shall deliver certificate(s) representing the Shares
to the Purchaser in accordance with Purchaser's instructions.
3. The Seller hereby represents and warrants as follows:
(a) The Seller holds and hereby conveys good title to the Shares free and clear
of any liens, claims or restrictions;
(b) All consents, approvals, orders or authorizations on the part of the Seller
required in connection with the sale and transfer of the Shares have been made;
and
(c) Other than as set forth in Sections 3(a) and 3(b), the Seller does not
provide any other representation, warranty or guaranty whatsoever.
4. The Purchaser represents and warrants as follows:
(a) The Purchaser is purchasing the Shares for its own account for investment
purposes only and not with a view to, or for resale in connection with, any
"distribution" for purposes of federal securities laws;
(b) The Purchaser is aware of the Company's business affairs and financial
condition, and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to buy the Shares; and
(c) The Purchaser is making its decision based on its own knowledge of the
Company and not upon any representations of the Seller.
5. The parties hereto agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement. This Agreement shall be binding upon the transferees, successors,
assigns and legal representatives of the parties. This Agreement constitutes the
full, complete and final agreement of the parties and supersedes all prior
agreements, written or oral, with respect to the subject matter herein. This
Agreement may be executed in counterparts, each of which shall be deemed an
original but which all together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Stock Purchase Agreement
as of the date first written above.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxx
President President and Chief Operating Officer
J&C Resources, LLC Softech, Inc.
