EXHIBIT 2.08
Translated from French
ASSIGNMENTS OF SHARES
Between the undersigned:
- Xxxxxx Corporation, Inc., a Florida corporation having its principal office
at 0000 Xxxx Xxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx 00000, XXX,
hereinafter sometimes called "Transferor"; and
- Intersil Corporation, a Delaware corporation having its principal office at
0000 Xxxx Xxx Xxxx XX, Xxxx Xxx, Xxxxxxx 00000, XXX;
hereinafter sometimes called "Transferee",
it has been agreed as follows:
1. Assignments of shares
Xxxxxx Corporation hereby transfers to Intersil Corporation all of its
25,740 shares of Xxxxxx Semiconducteurs, Sarl, a French limited liability
company with a capital of 2,574,000 FRF, divided into 27,740 shares of a par
value of 100 FRF each, having its principal office at 00 Xxxxxx xx x'Xxxxxx,
Xxxxxx XX, Xxxxxx 00000, Xxxxxx, recorded at the Registry of Commerce and
Companies of Versailles under number B 301 162 723.
2. Effective date - Dividends - Condition subsequent
The Transferee will be owner of the shares hereby transferred from the date
hereof. It is here recalled that by decisions of August 9, 1999, prior to the
present transfer, the earned surplus of Xxxxxx Semiconducteurs, Sarl, in the
amount of 4,813,716 FRF were distributed to the Transferor and there was paid to
the Transferor an advance against dividends of 1,000,000 FRF. These amounts will
definitely belong to the Transferor. The present transfer is agreed to be with
profits of the fiscal year ended June 30, 1999 detached, so that all the profits
of such prior fiscal year will be distributed to the Transferor upon approval of
the accounts of that fiscal year, less the 1,000,000 FRF advance already paid.
The distribution of these remaining profits, in the amount of 132,392 FRF, no
later than September 30, 1999, is a condition subsequent of the present
transfer.
3. Price
The present transfer is granted and accepted for a price, for all 25,740
shares of Xxxxxx Semiconducteurs, Sarl, of US$ 246,000 United States dollars.)
This price, for the purpose of the registration and transfer tax referred
to in article 6, will be converted into French francs at the rate of the dollar
on the date hereof, as communicated by the Banque de France and published in the
Journal Officiel de la Republique Francaise.
4. Approval of Transferee
In accordance with article 10 of the articles of association of Xxxxxx
Semiconducteurs, Sarl, the Transferor declares insofar as may be necessary that
it approves the Transferee as a shareholder.
5. Declarations and warranties
Each party declares and warrants that it has full capacity to obligate
itself hereunder and, in particular, is not in cessation of payments, bankruptcy
or reorganization and has not made any composition with its creditors.
The Transferor declares and warrants:
- that it is the owner, free and clear of any lien, attachment or other
encumbrance, of all of the 25,740 shares transferred hereby;
- that it has the right to transfer the said shares, free and clear of any
promise to third parties and without need of any consent other than the
consent referred to in article 4 above, which is duly granted; and
- that Xxxxxx Semiconducteurs, Sarl, whose shares are transferred hereby, is
not in cessation of payments, reorganization or bankruptcy and has not made
any composition with its creditors.
6. Registration
The parties declare;
- that the present transfers are not governed by article 1655ter of the
General Tax Code relating to real property companies.
- that the company whose shares are transferred hereby is subject to
company income tax;
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- that the tax on the transfer of such shares is due based on the price
at the rate of 4.8% and payable by the Transferee upon the filing of
these presents with the French registration tax authorities, to be
done within one month from the date hereof.
7. Publication formalities
Notice of the present transfers of shares will be served upon Xxxxxx
Semiconducteurs, Sarl, unless one of its legal representatives acknowledges
receipt of such notice in writing.
Two originals of these presents will be filed with the Clerk of the
Commercial Court of Versailles.
8. Costs
The costs of registration, publication and other formalities hereof will be
borne by the Transferee.
The legal fees for drafting these presents will be borne by the Transferor.
Signed in Melbourne, Florida, USA, on August 13, 1999,
in six originals, including one for each party, one for the registration tax
authorities, one to be notified to Xxxxxx Semiconducteurs, Sarl and two for the
Clerk of the Commercial Court.
For Xxxxxx Corporation For Intersil Corporation
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx
Vice President CEO
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