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EXHIBIT 2.7
STOCK CONTRIBUTION AGREEMENT
This Stock Contribution Agreement (this "Agreement") is made and
entered into as of November 23, 1999 (the "Effective Date") by and between HNC
Software Inc., a Delaware corporation ("HNC") and Retek Inc., a Delaware
corporation ("Retek").
R E C I T A L S
A. HNC, Retek and Retek Information Systems, Inc., a Delaware
corporation ("RIS") have entered into a certain Separation Agreement dated as of
November 23, 1999 (the "Separation Agreement") pursuant to which the parties
have made certain agreements providing for the separation of the businesses of
Retek and RIS from HNC in connection with the initial public offering of the
common stock of Retek (the "Initial Public Offering').
B. The Separation Agreement provides that, at the closing of the
Initial Public Offering, HNC will contribute and transfer to Retek all of the
outstanding shares of RIS owned by HNC, and this Agreement is being entered into
pursuant to the Separation Agreement to document such contribution and transfer.
NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereby agree as follows:
1. CONTRIBUTION OF SHARES. Pursuant to the Separation Agreement, and
subject to the terms and conditions of this Agreement, as of the Effective Date,
HNC hereby contributes, assigns and transfers to Retek, and Retek hereby accepts
from HNC, one hundred (100) shares of Common Stock, par value $0.001 per share,
of RIS (the "Contributed Shares"). Accordingly HNC is hereby delivering to
Retek: (i) a stock certificate representing the Contributed Shares and (ii) a
stock power separate from certificate in the form attached hereto as Exhibit A,
duly endorsed, transferring the Contributed Shares to Retek.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF RETEK. In
consideration of the contribution of the Contributed Shares, Retek represents
and warrants to HNC, and agrees with HNC as follows:
2.1 COMPLIANCE WITH SECURITIES LAWS. Retek understands and
acknowledges that the Contributed Shares have not been registered with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended (the "1933 Act") and have not been registered or qualified under the
securities laws of any state, but instead were issued and are being transferred
hereunder under exemptions from such registration and/or qualification
requirements which impose certain restrictions on Retek's ability to transfer
the Contributed Shares. Retek understands and acknowledges that HNC is an
"affiliate" of RIS within the meaning of Rule 144 promulgated under the 1933 Act
("Rule 144") and Retek has been advised by its counsel of the restrictions on
transfer of the Contributed Shares under Rule 144.
2.2. INVESTMENT INTENT. Retek is acquiring the Contributed Shares
for its own account, for investment purposes only and not with a view to, or for
sale in connection with, any distribution of the Contributed Shares within the
meaning of the 1933 Act. Purchaser has no present intention of selling or
otherwise disposing of all or any portion of the Contributed Shares and no one
other than Retek has any beneficial ownership of any of the Contributed Shares.
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2.3 ACCESS TO INFORMATION. Retek is an accredited investor and
has had access to all information regarding RIS and its present and prospective
business, assets, liabilities and financial condition that Retek reasonably
considers important in making the decision to purchase the Contributed Shares,
and Retek has had ample opportunity to ask questions of RIS's representatives
concerning such matters and this investment.
2.4 LEGENDS. Retek understands and agrees that RIS will place the
legend set forth below on any stock certificate(s) evidencing the Contributed
Shares, together with any other legends that may be required by state or federal
securities laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.
2.5 STOP-TRANSFER INSTRUCTIONS. Retek agrees that, to ensure
compliance with the restrictions imposed by this Agreement and applicable
securities laws, RIS may issue appropriate "stop-transfer" instructions to its
transfer agent, if any, and if RIS transfers its own securities, it may make
appropriate notations to the same effect in its own records.
3. GENERAL PROVISIONS.
3.1 ASSIGNMENTS; SUCCESSORS AND ASSIGNS. Any assignment of rights
and obligations by any party to this Agreement requires the prior written
consent of the other party.
3.2 GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of California, without giving
effect to that body of laws pertaining to conflict of laws.
3.3 FURTHER ASSURANCES. The parties agree to execute such further
documents and instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Agreement.
3.4 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same agreement.
This Agreement may be executed and delivered by facsimile.
3.5 AMENDMENT AND WAIVERS. No amendment, modification or waiver
of any provision of this Agreement will be enforceable unless set forth in a
writing signed by the party against which enforcement is sought. Any amendment
effected in accordance with this section will be binding upon all parties hereto
and each of their respective successors and assigns.
3.6 ENTIRE AGREEMENT. This Agreement and the documents referred
to herein constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supersede all prior
understandings and agreements, whether oral or written, between or among the
parties hereto with respect to the specific subject matter hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
HNC SOFTWARE INC. RETEK INC.
By: /s/ X.X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Name: X.X. Xxxxxx Name: Xxxxxxx X. Xxxxxxx
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Title: CFO Title: VP, Finance and Administration
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[SIGNATURE PAGE TO STOCK CONTRIBUTION AGREEMENT]
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EXHIBIT A
TO THE STOCK
CONTRIBUTION AGREEMENT
STOCK POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned stockholder of Retek Information
Systems, Inc., a Delaware corporation (the "COMPANY"), hereby assigns and
transfers to Retek Inc., effective as of November 23, 1999, the number of shares
specified below of the Common Stock of the Company standing in such
stockholder's name on the books of the Company represented by the certificate(s)
specified below, and hereby irrevocably constitutes and appoints the Secretary
of the Company as attorney-in-fact, with full power to transfer such stock on
the books of the Company with full power of substitution in the premises.
Certificate No. No. of Shares to be Transferred Date of Certificate
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C-1 One Hundred (100) December 23, 1996
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Signature(s), exactly as the name(s) appears on the Name(s), exactly as it (they) appears on the Stock
Stock Certificate(s). Certificate(s) (please print or type).
If the stockholder is a corporation, partnership, limited liability
company, trust or other entity, please fill in the title of the authorized
person signing on behalf of the shareholder:
HNC SOFTWARE INC.
By: /s/ X.X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chief Financial Officer
and Secretary
Dated: November 23, 1999
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