Exhibit 99.1
STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into
as of May 1, 2001, among Little Switzerland, Inc., a Delaware corporation
(the "Company"), and the persons designated on Schedule I hereto as the
Stockholders (individually, a "Stockholder" and collectively, the
Stockholders"). Schedule I may be amended from time to time to reflect any
adjustment to the number of shares held by each Stockholder and to reflect the
addition of new Stockholders.
RECITALS
A. The Stockholders are the owners of the outstanding shares of the common
stock, par value $.01 per share (the "Common Stock"), of the Company
described on Schedule I hereto.
B. The Stockholders and the Company desire to set forth certain
agreements regarding their future relationships and their rights and
obligations with respect to the Common Stock.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein and intending to be
legally bound hereby, the parties hereto hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Terms used in this Agreement in initial
capital letters shall have the meanings set forth in this Section 1.1 or in the
Sections of this Agreement referred to in this Section 1.1.
"Accepting Stockholders" shall have the meaning set forth in
Section 2.3(b).
"Adverse Rights" with respect to a share of Common Stock, means any and
all covenants, conditions, restrictions, voting trust arrangements, liens,
charges, encumbrances, security interests and any adverse claims or rights
whatsoever, other than rights specifically created by this Agreement.
"Affiliate" means, as to a Person, any other Person that, directly
or indirectly, through one or more intermediaries controls, is controlled by
or is under common control with the first-mentioned Person.
"Agreement" shall have the meaning set forth in the Preamble.
"Applicable Law" means with respect to any Person, any
international, national, regional, federal, state or local treaty,
statute, law, ordinance, rule, administrative action, regulation, order,
writ, injunction, judgment, directive, decree or other requirement of any
Governmental Authority, and any requirements imposed by common law or case
law, applicable to such Person or any of its Affiliates or any of their
respective properties, assets, officers, directors, employees, consultants
or agents (in connection with their activities on behalf of such Person or one
of its Affiliates).
"Block Notice" shall have the meaning set forth in 2.3(a).
"Board of Directors" means the Board of Directors of the Company.
"Business Day" means any day other than a Saturday, Sunday, federal
holiday or other day on which commercial banks in New York City are
authorized or required to close under the laws of the State of New York.
"Common Stock" shall have the meaning set forth in Recital A.
"Company" shall have the meaning set forth in the Preamble.
"Director" means a director of the Company.
"Exempt Transfer" means (i) a Transfer by a Stockholder to an Affiliate
of such Stockholder, provided, that the relevant transferee executes and
delivers a Transferee Agreement; (ii) a Transfer or series of unrelated
Transfers of shares which in the aggregate constitute less than 1% of the
outstanding Common Stock of the Company at the time of such Transfer(s); or
(iii) a bona fide pledge orhypothecation or similar encumbrance of shares by a
Stockholder, provided that the beneficiary of such encumbrance is a
commercial lender, and that such beneficiary executes and delivers a
Transferee Agreement.
"First Refusal Notice" shall have the meaning set forth in Section 2.3(a).
"Governmental Authority" means any nation or government, any state or
other political subdivision thereof or any entity, authority or body
exercising executive, legislative, judicial or regulatory functions of or
pertaining to government, including any governmental or regulatory
authority, agency, department, board, commission or instrumentality, any
court or tribunal.
"Jewelcor" means collectively Xxxxxxx Xxxxxxxx, his siblings,
spouse, lineal descendants and any trusts for the benefit of the foregoing,
Jewelcor Management, Inc., a Nevada corporation, and its Affiliates;
provided, however, that the foregoing definition shall not be deemed to
constitute an admission that the foregoing persons are includable in any
"group" as such term is defined in Rule 13d-3 promulgated under Section 13 of
the Securities Exchange Act of 1934, as amended. "Jewelcor" shall not include
Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxx or Xxxxxxx Xxxxxxxx Xxxxxx.
"Offer" and "Offeror" shall have the meanings set forth in Section 2.3(a).
"Offer Price" shall have the meaning set forth in Section 2.3(b).
"Person" means an individual, corporation, partnership, limited
liability company, association, trust, unincorporated organization or other
legal entity.
"Right of First Refusal" " shall have the meaning set forth in
Section 2.3(a).
"SEC" means the United States Securities and Exchange Commission (or
any successor entity thereto).
"Securities Act" means the Securities Exchange Act of 1933, as
amended.
"Selling Stockholder" shall have the meaning set forth in Section
2.2(a).
"Significant Stockholder" shall have the meaning set forth in
Section 3.1(b).
"Stockholder(s)" shall have the meaning set forth in the Preamble.
"Tag-Along Stockholders" shall have the meaning set forth in
Section 2.2(a).
"Tag-Along Notice" shall have the meaning set forth in Section 2.2(b).
"Tag-Along Sale" shall have the meaning set forth in Section 2.2(a).
"Tiffany" means Xxxxxxx & Co. International, a Delaware corporation,
and its Affiliates.
"Transfer" with respect to a share of Common Stock, means the
sale, assignment, transfer, pledge, hypothecation, gift or other
disposition whatsoever (other than a redemption by the Company) of such
share, or the encumbrance or granting of any rights or interests whatsoever
in or in respect of such share. "Transferee Agreement" means an agreement (i)
in writing in form and substance reasonably satisfactory to the Company and
Tiffany, (ii) executed by a proposed transferee of any of the shares
of Common Stock of any Stockholder, (iii) delivered to the Company and
the Stockholders, (iv) pursuant to which such transferee shall (a) agree
to be bound by the terms and conditions of this Agreement and (b) be so bound.
ARTICLE II
CERTAIN TRANSFER RESTRICTIONS
SECTION 2.1 Restriction on Transfers of Common Stock. No Stockholder
shall Transfer any shares of Common Stock except in accordance with the
terms and provisions of this Agreement. Any purported Transfer in
violation of this Agreement shall be null and void and of no force and
effect and the purported transferees shall have no rights or privileges in or
with respect to the Company or the shares of Common Stock purported to have
been so Transferred. The Company shall refuse to recognize any such Transfer
and shall not reflect on its records any change in record ownership of such
shares of Common Stock purported to have been so transferred.
SECTION 2.2 Tag-Along Rights. (a) Tag-Along Sales. If a Stockholder
(the "Selling Stockholder"), at any time or from time to time, in one
transaction or in a series of related transactions, enters into an agreement
(whether oral or written) to sell its shares of Common Stock or any part
thereof to any Person(s) (other than an Exempt Transfer) (a "Tag-Along
Sale"), then each of the other Stockholders (the "Tag-Along Stockholders")
shall have the right, but not obligation, to include in such Tag-Along
Sale a portion of the total shares of Common Stock to be sold in such Tag-
Along Sale equal to the number of shares of Common Stock derived by
multiplying the total number of shares of Common Stock then owned by such
Tag-Along Stockholder by a fraction, the numerator of which is equal to
the number of shares of Common Stock that are to be purchased by the
proposed purchaser and the denominator of which is the total number of shares
of Common Stock owned by the Selling Stockholder prior to such sale,
with the number of shares to be included by such Tag-Along Stockholders
and Selling Stockholder in such Tag-Along Sale reduced pro rata by multiplying
the number of shares of Common Stock that are to be purchased by the proposed
purchaser by a fraction, the numerator of which is the number of shares of
Common Stock owned by such Stockholder participating in such sale and the
denominator of which is the aggregate number of shares of Common Stock
outstanding, in each case immediately prior to the time of such Tag-Along
Sale. Any such sales by the Tag-Along Stockholders shall be on the same
terms and conditions (including, without limitation, price and form of
consideration), as the proposed Tag-Along Sale by the Selling Stockholder;
provided, however, that no Tag-Along Stockholder may be required to make
any representation or warranty in connection with the Tag-Along Sale other
than as to its ownership and authority to sell the shares of Common Stock
proposed to be sold by it, free and clear of any and all Adverse Rights.
Notwithstanding the foregoing, each Stockholder participating in a Tag-Along
Sale pursuant to the terms of this Section 2.2 that breaches any of such
representations and warranties shall severally bear its proportionate share
(together with such other Stockholders who have also breached
their representations and warranties) of any liability or obligation to
indemnify the purchaser from and against liabilities arising from a
breach of the representations and warranties given by such
Stockholder. Each Tag-Along Stockholder participating in such Tag-Along Sale
shall severally bear its pro rata share of the reasonable expenses of the
Selling Stockholder in connection with the Tag-Along Sale, including the
legal, accounting and investment banking fees and expenses associated with
such Tag-Along Sale.
(b) Tag-Along Notice. The Selling Stockholder shall promptly
(and in no event later than fifteen (15) days prior to the proposed
consummation thereof) provide each Tag-Along Stockholder with written notice
of any proposed Tag-Along Sale (the "Tag-Along Notice") in accordance with
Section 2.4 hereof. In addition to the information required to be set forth by
Section 2.4 hereof, such Tag-Along Notice shall set forth: (i) the name and
address of the proposed purchaser of the shares of Common Stock included in the
Tag-Along Sale; (ii) the proposed amount and form of consideration to be paid
for such shares and the terms and conditions of payment offered by the proposed
purchaser; and (iii) the number of shares of Common Stock the Selling
Stockholder proposed to be sold in the event no other Stockholder elects to
participate in the Tag-Along Sale.
SECTION 2.3 Right of First Refusal. (a) If, at any time, a
Stockholder receives a bona fide offer from a third party, other than (i)
an Affiliate of such Stockholder or (ii) an underwriter in connection with
a public offering, to purchase any or all of its shares of Common Stock (
the "Offer") from a third party (the "Offeror") which the Stockholder
wishes to accept (a "Selling Stockholder"), the Selling Stockholder
shall cause the Offer to be reduced to writing and shall notify the other
Stockholders in writing of its wish to accept the Offer (the "First Refusal
Notice"). The Selling Stockholder's notice shall contain an irrevocable
offer to sell such shares of Common Stock to the other Stockholders (in the
manner set forth below) at a purchase price equal to the price contained
in, and on the same terms and conditions of, the Offer (the "Right of
First Refusal"), and shall be accompanied by a true copy of the Offer (which
shall identify the Offeror). Notwithstanding anything herein to the
contrary, a Stockholder which desires to sell shares of Common Stock in
an ordinary broker's transaction shall be deemed to have received an offer
from a third party at the then market price and the First Refusal
Notice shall be amended accordingly to reflect the foregoing (and may be
referred to more specifically as a "Block Notice")
(b) At any time within 30 days after the date of the receipt of the
First Refusal Notice (or 10 days after the date of the receipt of a Block
Notice), the other Stockholders (sometimes referred to herein as
the "Accepting Stockholders") shall have the right and option to purchase
not less than all of the shares of Common Stock covered by the Offer at the
same price (the "Offer Price") and on the same terms and conditions as
the Offer by delivering a certified bank check or checks equal to the
cash consideration and the cash equivalent in present value to any non-cash
consideration, in each case as such consideration is set forth in the Offer,
to the Selling Stockholder at the address of the Selling Stockholder
against delivery of certificates or other instruments representing the
shares of the Common Stock so purchased, appropriately endorsed by the
Selling Stockholder. If more than one Stockholder wishes to exercise its
Right of First Refusal hereunder, each such exercising Stockholder shall
purchase the number of shares of Common Stock derived by multiplying
the number of shares of Common Stock subject to the Offer by a fraction,
the numerator of which is the number of shares of Common Stock owned by such
exercising Stockholder and the denominator of which is the aggregate
number of shares of Common Stock owned by all Accepting Stockholders, in
each case as immediately prior to exercise. Each Accepting Stockholder shall
bear its pro rata share of the reasonable expenses in connection with
such sale, including the legal, accounting and investment banking fees
and expenses associated with such sale.
(c) If at the end of such 30-day period (or 10-day period in the case of
a Block Notice), no Accepting Stockholder has tendered the purchase price for
such shares in the manner set forth above, the Selling Stockholder may
during the succeeding 60-day period (or 10-day period in the case of a Block
Notice) sell not less than all of the shares of Common Stock covered by
the Offer to the Offeror at a price and on terms no less favorable to the
Selling Stockholder than those contained in the Offer. Promptly after
such sale, the Selling Stockholder shall notify the Stockholders of the
consummation thereof and shall furnish such evidence of the completion and
time of completion of such sale and of the terms thereof as may reasonably be
requested by the Company. If, at the end of the 60-day period (or 10-day
period in the case of a Block Notice) following the expiration of the 30-day
period (or 10-day period in the case of a
Block Notice) for the Stockholders to purchase the Common Stock, the
Selling Stockholder has not completed the sale of such shares of the Common
Stock as aforesaid, all the restrictions on sale, transfer or assignment
contained in this Agreement shall again be in effect with respect to such
shares of the Common Stock.
SECTION 2.4 Procedures. (a) Any tag-Along Notice or First Refusal
Notice shall be effective if delivered within the applicable time period
specified in this Article II, and shall specify the place, time and date for
the delivery of and payment for the shares which are the subject of such
notice, which delivery shall take place at the principal executive offices of
the Company during normal business hours on a Business Day not fewer than
five nor more than 15 calendar days after delivery of such notice. At the
place, time and date so specified, the relevant Stockholder shall
deliver certificates for such shares duly endorsed, or accompanied by
written instruments of transfer duly executed by the relevant Stockholder,
free and clear of any Adverse Rights. Any Tag-Along Notice or First Refusal
Notice shall be deemed to have been received on the date of delivery
thereof (if delivered by hand), on the third day after the mailing
thereof (if mailed), on the next day after the sending thereof (if by
overnight courier), and when receipt is confirmed if telecopied.
(b) Valuation. Should the Offer Price be payable in property other
than cash, shares of common stock traded on the New York Stock Exchange
or NASDAQ - National Market System or evidences of indebtedness, the
Accepting Stockholders shall have the right to pay the purchase price
in the form of cash equal in amount to the value of such property. If
the Selling Stockholder and the Accepting Stockholders cannot agree on
such cash value within ten (10) days after the Accepting Stockholders'
receipt of the First Refusal Notice, the valuation shall be made by an
appraiser of recognized standing selected by the Selling Stockholder the
Accepting Stockholders or, if they cannot agree on an appraiser within
twenty (20) days after the American Arbitration Association, whose
appraisal shall be determinative of such value. The cost of such appraisal
shall be shared equally by the Selling Stockholder on the one hand,
and the Accepting Stockholders, on the other hand. If at the time of
the closing of the Accepting Stockholders' purchase would otherwise
have expired but for the determination of the value of the purchase
price offered by the prospective transferee(s), then such closing shall
be held on or prior to the fifth business day after such valuation shall
have been made pursuant to this subsection.
(c) Exempt Transfers. The provisions of Sections 2.2 and 2.3
shall only apply to bona fide, third party sales by Stockholders and
shall not apply to an Exempt Transfer.
SECTION 2.5 Registration. Prior to any Transfer, the holder thereof
shall give written notice to the Company of such holder's intention to
effect such Transfer. Each such notice shall describe the manner and
circumstances of the proposed Transfer in sufficient detail, and, if
requested by the Company, shall be accompanied by either (i) a written
opinion of legal counsel who is reasonably satisfactory to the Company,
addressed to the Company and reasonably satisfactory in form and substance to
the Company's counsel, to the effect that the proposed Transfer may be
effected without registration under the Securities Act and applicable state
securities laws, (ii) a "no action" letter from the SEC to the effect that the
Transfer of such securities without registration under the Securities Act
will not result in a recommendation by the staff of the SEC that action be
taken with respect thereof or (iii) a combination of (i) and (ii)above,
whereupon the holder of such shares of Common Stock shall be entitled to
Transfer such shares in accordance with the terms of this Agreement
and the notice delivered by the holder to the Company. Each certificate
evidencing the shares of Common Stock Transferred as above provided shall
bear the appropriate restrictive legend set forth in Section
3.3 hereof. Any purported Transfer in violation of this Section 2.5
shall be null and void and of no force or effect, and the Company shall
not record any such Transfer on its stock transfer books.
ARTICLE III
ADDITIONAL AGREEMENTS AMONG
THE STOCKHOLDERS AND THE COMPANY
SECTION 3.1 Board of Directors. The Company agrees that it shall take
all requisite action to ensure that the following shall occur and be continuing,
and each Stockholder shall, at any meeting of the stockholders of the Company
or in any other circumstance upon which a vote, consent or other approval is
sought, vote (or cause to be voted) its shares of Common Stock so as
to cause the following to occur and be continuing:
(a) Article VII of the Company's Certificate of Incorporation shall not
be amended other than in accordance with any of the items enumerated
in this Section 3.1.
(b) The Chief Executive Officer of the Company shall be independent of
any stockholder of the Company which beneficially owns in excess of 5% of
the number of outstanding shares of capital stock of the Company at
any time (a "Significant Stockholder").
(c) The Company shall nominate the candidates for election as
Directors of the Company as follows:
(i) two persons designated by Tiffany, one as a Class I director
and one as a Class II director;
(ii) one person designated by Jewelcor as a Class III director;
(ii) one person who is neither an officer nor an employee of
the Company and who is also independent of any Significant Stockholder,
which such person shall be reasonably acceptable to Tiffany and Jewelcor,
as a Class II director; and
(iv) the Chief Executive Officer of the Company as a Class I director,
who shall initially be Xxxxxx X. Xxxxxxxxxxx, and his successor who shall
also be independent of any Significant Stockholder and who shall be
reasonably acceptable to Tiffany and Jewelcor.
(d) Xxxxxxx Xxxxxxxx shall remain the Chairman of the Board of
Directors through the 2002 annual meeting of the stockholders of the Company
and until his successor is duly elected.
(e) At least three Business Days prior to any regularly scheduled
meeting of the Board of Directors, the Company shall distribute
to all Directors a written agenda of the matters to be addressed at such
meeting. Each Director shall have the unilateral right to add additional
matters to any such agenda up until the time of, and during, such meeting.
(f) Tiffany shall at all times designate the Chairman of the
Audit Committee of the Board of Directors.
(g)..The Company will establish and maintain a Compensation Committee of
the Board of Directors consisting of three directors, one of whom
shall be a director designated by Tiffany, one of whom shall
be the director designated by Jewelcor and one of whom shall be
the independent director referred to in Section 3.1(c)(iii).
(h) No material changes shall be made to the current business model of
the Company without the unanimous written consent of all the
Directors. A description of the current business model of the Company is
attached as Schedule II hereto.
(i) Nothing herein contained shall confer upon an individual who is
a Stockholder the right as such to serve as a director, officer or employee
of the Company.
SECTION 3.2 Termination of Rights. The rights granted to each
Stockholder under this Agreement shall terminate with respect to any
Stockholder on the first day that such Stockholder ceases to own at least
50% of the number of shares of Common Stock owned by such Stockholder as of
the date such Stockholder became a party to this Agreement (as adjusted for
any stock splits, stock dividends or stock combinations).
SECTION 3.3 Legend. (a) The certificates representing the shares of
Common Stock owned by any Stockholder, including certificates issued by
the Company upon any Transfer of such shares shall bear the following legend
as well as any other legends required under any agreement or Applicable Law:
THESE SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS OF A
STOCKHOLDER AGREEMENT DATED MAY 1, 2001 BY AND AMONG THE COMPANY AND
CERTAIN STOCKHOLDERS OF THE COMPANY WHICH, AMONG OTHER THINGS,
SUBSTANTIALLY RESTRICTS THE TRANSFERABILITY OF THESE SECURITIES.
A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY. THE SALE, TRANSFER, OTHER DISPOSITION, ANDVOTING OF SUCH
SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND SUCH
SECURITIES ARE TRANSFERABLE ONLY UPON PROOF
TO THE COMPANY OF COMPLIANCE THEREWITH.
(b) Any Stockholder who holds shares of Common Stock which do not bear
the foregoing legend shall promptly tender such shares to the Company
or its transfer agent so that such legend can be affixed to any such shares.
SECTION 3.4 Reorganization. The provisions of this Agreement shall apply
to any shares or other securities resulting from any stock split or reverse
split, stock dividend, reclassification of the capital stock of the
Company, consolidation or merger of the Company, and any shares or other
securities of the Company or of any successor company which may be
received by any of the Stockholders (and/or their respective successors,
permitted assigns, legal representatives and heirs) by virtue of its
ownership of Common Stock.
SECTION 3.5 Further Assurances. Each party shall cooperate and take
such action as may be reasonably requested by another party in order to carry
out the provisions and purposes of this Agreement and the transactions
contemplated hereby.
SECTION 3.6 Remedies. In the event of a breach by any party to
this Agreement of its obligations under this Agreement, any party injured
by such breach, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, shall be entitled to specific
performance of its rights under this Agreement. The parties agree that
the provisions of this Agreement shall be specifically enforceable, it being
agreed by the parties that the remedy at law, including monetary damages,
for breach of any such provision will be inadequate compensation for any
loss and that any defense in any action for specific performance that a remedy
at law would be adequate is hereby waived by each of the parties.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Counterparts. This Agreement may be executed in
multiple counterparts, each of which will be deemed an original for all
purposes and all of which will be deemed collectively to be one agreement.
Execution may be effected by delivery of facsimiles of signature pages,
followed by delivery of originals of such pages.
SECTION 4.2. Waivers and Amendments. No amendment or waiver of
any provision of this Agreement, nor consent to any departure therefrom,
will be effective unless the same shall be in writing and signed by an
officer of each party hereto, and then such waiver or consent will be
effective only in the specific instance and for the specific purpose for
which given. No failure on the part of a party hereto to exercise, and
no delay in exercising, any right there under will operate as a waiver
thereof; nor will any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of
any other right. The remedies provided in this Agreement are cumulative
and, unless otherwise expressly provided herein, not exclusive of any
remedies provided by law.
SECTION 4.3. Binding Effect. This Agreement will be binding upon and
inure to the benefit of the parties and their respective heirs,
executors, administrators, personal representatives, successors and
permitted assigns. No party may assign his or its rights hereunder or any
interest herein other than pursuant to a Transferee Agreement or an
Exempt Transfer.
SECTION 4.4. Severability. If one or more provisions of this Agreement
are held to be unenforceable to any extent under Applicable Law, such
provision shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by law so as to effectuate the
parties' intent to the maximum extent, and the balance of the Agreement shall
be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms to the maximum extent permitted by Applicable Law.
SECTION 4.5. Exhibits and Schedules. The Exhibits and Schedules from
time to time attached hereto or referred to herein are incorporated herein
and made a part hereof for all purposes. As used herein, the expression
"this Agreement" includes such Exhibits and Schedules.
SECTION 4.6. GOVERNING LAW. This Agreement, the transactions
contemplated hereby the rights and obligations of the parties hereto,
and any disputes or controversies arising therefrom shall be governed by
and construed and enforced in accordance with the laws of the State of
New York, without regard to its principles of conflict of laws that
would provide for the application of any other law.
SECTION 4.7. Captions. The captions, headings and arrangements used
in this Agreement are for convenience only and do not in any way
affect, limit or amplify the provisions hereof.
SECTION 4.8. Entirety. This Agreement contains the entire
agreement and understanding between the parties with respect to the
matters addressed herein and supersedes all prior representations,
inducements, promises or agreements, oral or otherwise, which are not
embodied herein.
SECTION 4.9. Third Party Beneficiaries. Nothing contained herein,
express or implied, is intended to confer upon any person or entity
other than the parties and their heirs, executors, administrators,
personal representatives, successors and permitted assigns any
rights or remedies under or by reason of this Agreement, except as
otherwise expressly provided in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
COMPANY:
LITTLE SWITZERLAND, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
STOCKHOLDERS:
XXXXXXX & CO INTERNATIONAL, a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Secretary
JEWELCOR MANAGEMENT, INC., a Nevada corporation
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxxx
SCHEDULE I
STOCKHOLDERS
Xxxxxxx Xxxxxxxx
