Exhibit 2
Form of
Support/Voting Agreement
July 29, 2002
T Acquisition L.P.
c/o Workstream Inc.
000 Xxxxxxxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxxxx Xxxxxxxxxxx
Re: Support/Voting Agreement
Ladies and Gentlemen:
The undersigned understands that T. Acquisition L.P., a
Delaware limited partnership, T Acquisition Co., a wholly owned subsidiary of T
Acquisition L.P. ("Subcorp"), and TAB Products Co., a Delaware corporation
("TAB") are entering into a Merger Agreement, dated the date of this letter
agreement (the "Agreement"), providing for, among other things, a merger of
Subcorp with and into TAB (the "Merger"), in which each of the outstanding
shares of common stock, par value $.01 per share, of TAB (the "Common Stock"),
other than Dissenting Shares and Buyer-owned Shares (each as defined in the
Agreement), will be exchanged for Five Dollars and Eighty Five Cents ($5.85) in
cash. All references herein to Common Stock shall be deemed to include the
related common stock purchase rights issued pursuant to the Rights Agreement,
dated as of October 24, 1996, between TAB and Mellon Investor Services L.L.C.
(f/k/a ChaseMellon Shareholder Services, L.L.C.), as amended.
The undersigned is a stockholder of TAB (the "Stockholder")
and is entering into this letter agreement to induce T Acquisition L.P. and
Subcorp to enter into the Agreement and to consummate the transactions
contemplated thereby.
Capitalized terms used but not defined in this letter
agreement shall have the same meaning as in the Agreement.
The Stockholder confirms his agreement with T Acquisition L.P.
as follows:
1. The Stockholder represents, warrants and agrees that
Schedule I attached to this letter agreement sets forth all of the shares of the
capital stock of TAB of which the Stockholder or one of its controlled
affiliates (as "controlled" and "affiliate" are defined under the Securities
Exchange Act of 1934, as amended) is the record or beneficial owner
(collectively, the "Shares"), and that the Stockholder and such controlled
affiliates are, on the date of this letter agreement, the owners of the number
of Shares set forth in Schedule I attached to this letter agreement, free and
clear of all liens, charges, encumbrances, and voting agreements (other than
liens, charges and encumbrances arising under applicable laws) that would
adversely affect the ability of the Stockholder to comply with the terms of this
letter agreement, except as otherwise
disclosed in Schedule I attached to this letter agreement. Except as set forth
in Schedule I attached to this letter agreement, neither the Stockholder nor any
of such controlled affiliates own or hold any rights to acquire any additional
shares of the capital stock of TAB or any voting rights with respect to any
additional shares of the capital stock of TAB.
2. The Stockholder agrees that during the term of this
letter agreement it will not, and will not permit any controlled affiliate to,
contract to sell, sell or otherwise transfer or dispose of any of the Shares or
any interest therein or securities convertible thereinto or any voting rights
with respect to the Shares, other than (a) pursuant to the Merger or (b) with T
Acquisition L.P.'s prior written consent, which consent will not be unreasonably
withheld if the individual or entity to whom Shares are proposed to be sold,
transferred or disposed agrees in writing to be bound by this letter agreement
as if a party to this letter agreement; provided that the exercise of TAB
options shall not be subject to the terms of this Section 2 so long as the
beneficial ownership of the underlying New Shares (as defined hereinafter) is
retained by the Stockholder and such New Shares are subject to the other
provisions of this letter agreement. Notwithstanding the foregoing, (a) after
the record date for the Special Meeting (as defined in the Agreement), the
Stockholder shall be permitted to sell in open market transactions such number
of Shares in the aggregate as is permitted under the volume limitations of Rule
144 promulgated under the Securities Act of 1933, provided that the Stockholder
does not grant a proxy with respect to, or otherwise transfer the right to vote
at the Special Meeting, the Shares which are so sold, and (b) after the date of
the Special Meeting, the Stockholder shall be permitted to sell its Shares in
open market transactions without restriction hereunder.
3. The Stockholder, solely in its capacity as beneficial
owner of the Shares, agrees that during the term of this letter agreement it
will not, and will not permit any controlled affiliate to, directly or
indirectly (including through its directors, officers, employees, agents or
representatives), solicit, initiate, encourage or facilitate, or furnish or
disclose nonpublic information in furtherance of, any inquiries with respect to
or the making of any Acquisition Proposal (as defined in the Agreement), or
negotiate, explore or otherwise engage in discussions with any person (other
than T Acquisition L.P., Subcorp or their respective directors, officers,
employees, agents and representatives) with respect to any Acquisition Proposal,
or enter into any agreement, arrangement or understanding requiring it to
abandon, terminate or fail to consummate the Merger or any other transactions
contemplated by the Agreement or to otherwise assist in the effectuation of any
Acquisition Proposal; provided, however, that nothing in this letter agreement
shall prevent the Stockholder from taking any action or omitting to take any
action in his capacity as a member of the Board of Directors of TAB (or any
committee thereof) or, at the direction of the Board of Directors of TAB (or any
committee thereof), as an officer or employee of TAB or any of its subsidiaries,
in each case, in accordance with the terms of the Agreement (including, without
limitation, (S)5(i) thereof) or as required by Delaware law to fulfill his
fiduciary duties.
4. The Stockholder agrees that during the term of this
letter agreement all of the Shares beneficially owned by the Stockholder, or
over which the Stockholder has sole voting power or control, directly or
indirectly (including any New Shares), at the record date for any meeting of TAB
Stockholders called to consider and vote to approve the Agreement (the "Special
Meeting"), will be present at such Special Meeting (and any adjournment,
postponement, rescheduling or continuation thereof) in person or by proxy and
will be voted by
the Stockholder in favor thereof, and that, during the term of this letter
agreement, the Stockholder will not vote such Shares in favor of any Acquisition
Proposal; provided, however, that the foregoing voting agreement will not be
applicable with respect to (i) any other meeting of TAB stockholders, or (ii)
any matter other than (x) the vote to approve the Agreement or (y) any vote
called with respect to another Acquisition Proposal prior to termination of the
Agreement.
5. The Stockholder agrees that, during the term of this
letter agreement, in the event (a) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock of TAB or any TAB subsidiary on, of or affecting the Shares of the
Stockholder, (b) the Stockholder purchases or otherwise acquires beneficial
ownership of any shares of capital stock of TAB or any TAB subsidiary after the
execution of this letter agreement (including by exercise of option, warrant or
other security or agreement or by conversion of any security), or (c) the
Stockholder voluntarily acquires the sole right to vote any shares of capital
stock of TAB or any TAB subsidiary other than the Shares (collectively, "New
Shares"), the New Shares acquired or purchased by the Stockholder shall be
subject to the terms of this letter agreement and shall constitute Shares to the
same extent as if they were owned by the Stockholder on the date of this letter
agreement (other than for purposes of Section 1 above).
6. The Stockholder has necessary power and authority to
enter into this letter agreement. Assuming the due authorization, execution and
delivery by T Acquisition L.P., this letter agreement is the legal, valid and
binding agreement of the Stockholder, and is enforceable against the Stockholder
in accordance with its terms, subject to bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting the rights of creditors generally and
the availability of equitable remedies.
7. The Stockholder agrees that damages are an inadequate
remedy for the breach by the Stockholder of any term or condition of this letter
agreement, and that T Acquisition L.P. shall be entitled to seek a temporary
restraining order and preliminary and permanent injunctive relief without the
need to post bond or other security in order to enforce the agreements in this
letter agreement.
8. Except to the extent that the laws of the jurisdiction
of organization of any party to this letter agreement, or any other
jurisdiction, are mandatorily applicable to matters arising under or in
connection with this letter agreement, this letter agreement shall be governed
by the laws of the State of Delaware. All actions and proceedings arising out of
or relating to this letter agreement shall be heard and determined in any state
or federal court sitting in the District of Delaware.
9. Each of the parties to this letter agreement irrevocably
submits to the exclusive jurisdiction of the state courts of Delaware and to the
jurisdiction of the United States District Court for the District of Delaware,
for the purpose of any action or proceeding arising out of or relating to this
letter agreement, and each of the parties to this letter agreement irrevocably
agrees that all claims in respect to such action or proceeding may be heard and
determined exclusively in any state or federal court sitting in the District of
Delaware. Each of the parties to this letter agreement agrees that a final
judgment in any action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other
manner provided by law. Each of the parties to this letter agreement irrevocably
consents to the service of any summons and complaint and any other process in
any other action or proceeding relating to this letter agreement, on behalf of
itself or its property, by the personal delivery of copies of such process to
such party. Nothing in this Section 9 shall affect the right of any party to
this letter agreement to serve legal process in any other manner permitted by
law. Any successor, assignee or transferee (including a successor, assignee or
transferee as a result of the death of the Stockholder, such as an executor or
heir) shall be bound by the terms of this letter agreement, and the Stockholder
or his legal representative shall take any and all reasonable actions necessary
to obtain and deliver to T Acquisition L.P. the written confirmation from such
successor, assignee or transferee that it is bound by the terms of this letter
agreement.
10. This letter agreement constitutes the entire agreement
among the parties to this letter agreement with respect to the matters covered
by this letter agreement and supersedes all prior agreements, understandings or
representations among the parties written or oral, with respect to the subject
matter of this letter agreement.
11. The Stockholder makes no agreement or understanding in
this letter agreement in his capacity as a director, officer or employee of TAB
or any of its subsidiaries, and nothing in this letter agreement will limit or
affect any actions or omissions taken by the Stockholder in his capacity as a
director, officer or employee including in exercising rights under the
Agreement, and no such actions or omissions shall be deemed a breach of this
letter agreement.
This letter agreement shall terminate, and none of the parties
to this letter agreement shall have any rights, liabilities or obligations
hereunder and this letter agreement shall become null and void and have no
further effect, upon the earliest to occur of (a) termination of the Agreement
in accordance with its terms, (b) the Effective Time, (c) the adoption by the
parties of any amendment to the Agreement that reduces the Merger Consideration
payable to the Stockholder per share of Common Stock of TAB of $5.85 in cash,
and (d) January 15, 2003. Please confirm that the foregoing correctly states the
understanding between T Acquisition L.P. and the Stockholder by signing and
returning to the Stockholder a counterpart of this letter agreement.
Very truly yours,
By: ____________________________________
Name:
Confirmed and agreed to on
the date first above written.
T Acquisition L.P.
By: MSTP, LLC, its General Partner
By:_________________________________________
Xxxxxxxx X. Xxxxxxxxxxx
President
Schedule I
Stock Ownership
Name of Stockholder Shares Beneficially Owned
