EXHIBIT 99.3
Exhibit D
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STOCKHOLDERS AGREEMENT
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This STOCKHOLDERS AGREEMENT (the "Agreement") is made and entered into as
of ________________, 2002 by and among (i) The Aristotle Corporation, a Delaware
corporation (the "Company"), (ii) Geneve Corporation, a Delaware corporation
("Parent") and (iii) Nasco Holdings, Inc., a Wisconsin corporation and a
subsidiary of Parent (together with Parent, the "Stockholders").
WHEREAS, the Company and the Stockholders are parties to that certain
Agreement and Plan of Merger by and among the Company, the Stockholders and
Nasco International, Inc. ("Nasco") dated as of November 27, 2001 (the "Merger
Agreement") pursuant to which Nasco will merge with and into the Company (the
"Merger");
WHEREAS, prior to the Merger, Parent was the owner of record and
beneficially of approximately 50.99% of the issued and outstanding shares of
common stock, par value $.01 per share, of the Company (the "Common Stock");
WHEREAS, the Stockholders believe it to be in the best interest of the
Company and all of the stockholders of the Company that at least three members
of the Board of Directors, for a period of at least three years, be selected
from the Company's current Board of Directors;
WHEREAS, Section 7.01(h) of the Merger Agreement requires as a condition to
the Merger that the Company and the Stockholders enter into a Stockholders
Agreement substantially in the form hereof; and
WHEREAS, the Company and each Stockholder desires to enter into this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Stockholders and the Company
hereby agree as follows:
ARTICLE I
GENERAL PROVISIONS
SECTION 1.01 Shares Subject to this Agreement. The Stockholders expressly
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agree that the terms, conditions and restrictions of this Agreement shall apply
to all of the shares of Common Stock and all other equity securities of the
Company now or hereafter issued and other securities convertible into or
exchangeable for equity securities of the Company now or hereafter issued, which
any of them now owns or hereafter acquires by any means, including without
limitation by purchase, assignment, conversion of convertible securities or
operation of law, or as a result of any stock dividend, stock split,
reorganization, reclassification, whether
voluntary or involuntary, or other similar transaction, and to any shares of
capital stock of any successor in interest of the Company, whether by sale,
merger or consolidation or other similar transaction, or by purchase,
assignment, or operation of law.
SECTION 1.02 Legend on Stock Certificates. The Company will cause all
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certificates or other instruments representing shares of the Company's capital
stock now issued and outstanding or hereafter issued and to which the provisions
of this Agreement apply to be endorsed conspicuously on the face thereof with
the following legend:
"The shares represented by this certificate are subject to a certain
Stockholders Agreement dated as of ____________, 2002 by and among
The Aristotle Corporation and certain other signatories thereto, a
copy of which Stockholders Agreement is available for inspection at
the offices of The Aristotle Corporation."
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.01 Board of Directors. Each Stockholder shall take or cause to
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be taken such actions as may be required from time to time to cause to be
nominated and to elect as directors the following three (3) representatives of
the Company's Board of Directors prior to the Merger: Xxxx X. Xxxxxxxx,
___________ and __________ (the "Previous Board Directors"). Without limiting
the generality of the foregoing, at each annual meeting of the stockholders and
at each special meeting of the stockholders called for the purpose of electing
directors of the Company, and at any time at which the stockholders have the
right to, or shall, elect directors of the Company, then, and in each event, the
Stockholders shall vote all Shares owned by them (or shall consent in writing in
lieu of a meeting of stockholders, as the case may be) to set the number of, and
to elect persons as, directors of the Company in accordance with the preceding
sentence.
SECTION 2.02 Filling of Vacancies. In the case of the death, incapacity
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or resignation of a Previous Board Director, each Stockholder shall cause to be
nominated and shall vote all Shares owned by it to elect another person selected
by the Stockholders from those members of the Company's Board of Directors prior
to the Merger (other than Xxxxxx Xxxxxx and Xxxxxx X. Xxxxx) who are willing to
serve in such capacity.
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ARTICLE III
TERM
SECTION 3.01 Duration of Agreement. This Agreement shall remain in full
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force and effect until the third anniversary of the date hereof.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01 Notices. All notices, requests, consents and other
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communications hereunder shall be in writing, shall be addressed to the
receiving party's address set forth below or to such other address as a party
may designate by notice hereunder, and shall be either (i) delivered by hand,
(ii) made by telecopy or facsimile transmission (receipt confirmed), (iii) sent
by overnight or express courier, or (iv) sent by registered mail, return receipt
requested, postage prepaid.
If to the Company: The Aristotle Corporation
00 Xxx Xxxxxx
Xxx Xxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Stanford X. Xxxxxxx, Xx., Esq.
Telephone: (000)000-0000
Facsimile: (000) 000-0000
If to the Stockholders: Geneve Corporation
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above,
(ii) if made by telecopy or facsimile transmission, at the time that receipt
thereof has been acknowledged by electronic confirmation or otherwise, (iii) if
sent by overnight or express courier, on the next business day following the day
such notice is delivered to the courier service, or (iv) if sent by registered
mail, on the fifth business day following the day such mailing is made.
SECTION 4.02 Entire Agreement. This Agreement embodies the entire
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agreement and understanding between the parties hereto with respect to the
provisions hereof and supersedes all prior oral or written agreements and
understandings relating to the subject matter hereof including, but not limited
to, that certain Preferred Stock Purchase Agreement, dated as of October 23,
1997, as amended, between the Company and Parent.
SECTION 4.03 Modifications and Amendments. The terms and provisions of
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this Agreement may be modified or amended only by written agreement executed by
all parties hereto.
SECTION 4.04 Assignment. Neither this Agreement, nor any right or
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obligation hereunder, may be assigned or transferred by any party hereto without
the prior written consent of the other parties.
SECTION 4.05 Benefit. All statements, representations, warranties,
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covenants and agreements in this Agreement shall be binding on the parties
hereto and shall inure to the benefit of the respective successors and permitted
assigns of each party hereto.
SECTION 4.06 Governing Law. This Agreement and the rights and obligations
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of the parties hereunder shall be construed in accordance with and governed by
the law of the State of Delaware, without giving effect to the conflict of law
principles thereof.
SECTION 4.07 Jurisdiction and Service of Process. Any legal action or
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proceeding with respect to this Agreement shall be brought in the courts of the
State of Delaware or of the United States of America for the District of
Delaware. By execution and delivery of this Agreement, each of the parties
hereto accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each of the parties
hereto irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by certified mail, postage prepaid, to the party at its address set
forth in Section 4.01 hereof.
SECTION 4.08 Interpretation. The parties hereto acknowledge and agree
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that: (i) each party and its counsel reviewed and negotiated the terms and
provisions of this Agreement and have contributed to its revision; (ii) the rule
of construction to the effect that any ambiguities are resolved against the
drafting party shall not be employed in the interpretation of this Agreement;
and (iii) the terms and provisions of this Agreement shall be construed fairly
as to all parties hereto and not in favor of or against any party, regardless of
which party was generally responsible for the preparation of this Agreement.
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SECTION 4.09 Enforcement. Each of the parties hereto acknowledges and
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agrees that the rights acquired by each party hereunder are unique and that
irreparable damage would occur in the event that any of the provisions of this
Agreement to be performed by the other parties were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, in addition
to any other remedy to which the parties hereto are entitled at law or in
equity, each party hereto shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement by any other party and to enforce
specifically the terms and provisions hereof in any federal or state court to
which the parties have agreed hereunder to submit to jurisdiction.
SECTION 4.10 Expenses. Each of the parties hereto shall pay its own fees
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and expenses (including the fees of any attorneys, accountants, appraisers or
others engaged by such party) in connection with this Agreement and the
transactions contemplated hereby whether or not the transactions contemplated
hereby are consummated.
SECTION 4.11 Counterparts. This Agreement may be executed in one or more
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counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in their names by their duly authorized officers or representatives effective as
of the date first above written.
THE ARISTOTLE CORPORATION
By: __________________________________
Name: ________________________________
Title: _______________________________
GENEVE CORPORATION
By: __________________________________
Name: ________________________________
Title: _______________________________
NASCO HOLDINGS, INC.
By: __________________________________
Name: ________________________________
Title: _______________________________
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