Exhibit 2.1(a)
Form of Affiliate Agreement
---------------------------
February __, 1996
FSI International, Inc.
000 Xxxx Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Gentlemen:
This letter is delivered to you in compliance with Section 5.18 of the Agreement
and Plan of Reorganization (the "Agreement") dated as of February __, 1996 among
FSI International, Inc. ("FSI"), Spectre Acquisition Corp., and Semiconductor
Systems, Inc. (the "Company"). Pursuant to the terms of the Agreement, I may
receive shares of common stock, no par value, of FSI ("FSI Common Stock") in
exchange for the shares of common stock, no par value, of the Company ("SSI
Common Stock") owned by me at the effective time of the Merger as determined
pursuant to the Agreement. All capitalized terms used herein unless otherwise
identified shall have the same meaning as in the Agreement.
(1) I have been advised that as of the date hereof I may be deemed to be an
"affiliate" of the Company as that term is defined for purposes of
paragraphs (c) and (d) of Rule 145 of the rules and regulations of the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act").
(2) I agree with you not to dispose of any such shares of FSI Common Stock in
any manner that would violate the Act or any applicable rule or regulation
promulgated thereunder.
(3) I have been advised that the issuance of the FSI Common Stock to me
pursuant to the Merger must, since I may be deemed to be an affiliate of
the Company at the time the Merger is submitted to a vote of the
shareholders of the Company, be held by me indefinitely unless (i) the
disposition of the FSI Common Stock has been registered under the Act, (ii)
a sale of the FSI Common Stock is made in conformity with the volume and
other limitations of Rule 145(d) promulgated under the Act, or (iii) FSI
shall have received an opinion of counsel satisfactory to FSI to the affect
that some other exemption from registration is available with respect to
such disposition.
(4) I further agree with you that the certificate or certificates representing
such shares of FSI Common Stock may bear, to the extent practicable, a
legend in substance similar to that set forth below and that stop-transfer
instructions may be filed with respect to such shares with the transfer
agent for such shares:
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"The shares represented by this certificate were issued in a
transaction to which Rule 145 promulgated under the Securities Act of
1933, as amended, applies. The shares represented by this certificate
may only be transferred in accordance with the terms of an agreement
dated February __, 1996, between the registered holder hereof and FSI
International, Inc., a copy of which agreement is on file at the
principal offices of FSI International, Inc."
(5) Notwithstanding anything to the contrary in this letter, in order to ensure
that FSI may account for the transactions contemplated by the Agreement as
a pooling of interests, I agree not to sell, contract to sell or otherwise
dispose of any shares of SSI Common Stock, or Common Stock which I receive
in connection with the Merger, or reduce my risk relating thereto, during
the period beginning 30 days before the Effective Time and ending at such
time after the Effective Time as FSI has published financial results
covering at least 30 days of combined operations; I understand that a
legend to such effect will be placed on my certificate or certificates for
the FSI Common Stock.
(6) It is understood and agreed that the legend set forth in paragraph (4)
above shall be removed by delivery of substitute certificates without such
legend if the undersigned shall have delivered to FSI a copy of a letter
from the staff of the SEC, or an opinion of counsel in form and substance
reasonably satisfactory to FSI, to the effect that such legend is not
required for purposes of the Securities Act or upon the sale of the shares
of FSI Common Stock in conformity with the provisions of Rule 145.
(7) I hereby agree that I will, at the Shareholders Meeting of the Company to
be called pursuant to Section 5.2 of the Agreement, vote or cause to be
voted all the shares of SSI Common Stock held of record or beneficially by
me in favor of the Merger. To the extent that this agreement to vote
shares in favor of the Merger may be deemed to constitute a sale or offer
to sell any security, including, without limitation, the Parent Common
Stock to be exchanged for my SSI Common Stock pursuant to the Merger, under
the Act, or any rule or regulation of the SEC thereunder, I hereby
acknowledge that my knowledge and experience in financial and business
matters is such that I am capable of evaluating the merits and risks of any
investment decision involved in the making of such agreement. I also
acknowledge that I have received all information necessary, including, but
not limited to, copies of the Parent SEC Reports, to make any such
investment decision. I acknowledge that I have been given the opportunity
to ask questions of representatives of Parent with respect to such
information prior to the making of any investment decision.
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I further represent and warrant that I have carefully read this letter and
the Agreement and have discussed the voting agreement and the limitations upon
my ability to dispose of FSI Common Stock set forth herein, to the extent I felt
necessary, with my counsel or counsel for Company.
Very truly yours,
____________________________________
(Signature)
____________________________________
(Please print name)
CONFIRMED AND AGREED TO
This _____ day of February __, 1996
FSI International, Inc.
By _______________________________
Its _______________________________
