Exhibit 2(f)
MEXICAN FOREIGN ACQUISITION AGREEMENT
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of February 27, 1998, by and among Bacou
USA Safety, Inc., a Delaware corporation ("Buyer"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ &
ASSOCIATES, INC. (d/b/a ▇▇▇▇▇▇ ▇▇▇▇▇▇ Industries), a California corporation
having a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(the "Seller"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a resident of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Selling Stockholder"). Capitalized terms used in this
Agreement but not otherwise defined shall have the same meaning herein as
defined in the Asset Purchase Agreement (as defined below).
Recitals
Buyer and Seller have entered into an Asset Purchase dated as December 31,
1997, as amended (the "Asset Purchase Agreement"), which provides for the
execution and delivery of certain "Foreign Acquisition Agreements" of which this
Agreement is one; and
Under the terms of the Asset Purchase Agreement, Buyer has requested that
all of the capital stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇ de Mexico S.A. de C.V. be sold to
Buyer, all upon the terms hereinafter set forth; and
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Sale of Shares at Net Worth Value. The Seller and Selling Stockholder
hereby sell and transfer ownership of that number of a total of 600 shares of
Series Common, 10,000 shares of Variable Series A and 265,000 shares of Variable
Series B capital stock, par value of 10 Mexican cents each (the "Purchased
Shares") of ▇▇▇▇▇▇ ▇▇▇▇▇▇ de Mexico S.A. de C.V. (the "Mexican Subsidiary") set
forth opposite their respective signatures set forth below, to Buyer, who in
turn accepts them and agrees to pay therefor the sum of US $195,421.60 (the US
Dollar equivalent of 1,676,000 Ps based on the exchange rate published by The
Wall Street Journal (.1166) at the close of business on February 24, 1998) (such
amount being the Stockholders Equity of the Mexican Subsidiary as of December
31, 1997); except that one share of said Series Common stock shall be sold and
transferred to Bacou USA, Inc., a Delaware corporation ("Bacou USA"), in order
that there be two stockholders of the Mexican Subsidiary.
2. Delivery of Share Certificates. The parties acknowledge the delivery to
the Buyer of the certificates representing the Purchased Shares duly endorsed on
the back as required under law. Seller covenants and agrees to deliver to Buyer,
at the time of execution hereof, all original documents pertaining to the
Company (deeds, corporate books, registrations, certificates, authorizations and
other documents) that it may have in its possession.
3. Notice from Seller to Mexican Subsidiary. By virtue of the sale which
takes place through this contract, Seller and Selling Stockholder promise to
notify counsel for the Mexican Subsidiary of the transfer of the Purchased
Shares to the Buyer and Bacou USA so that the same are recorded in the
Shareholders Registry Book of the Mexican Subsidiary.
4. Express Transfer of Corporate and Economic Rights from Seller to Buyer.
As of the date of this Agreement, each of Seller and the Selling Stockholder
transfers to Buyer and Bacou USA each and every right to which Seller and the
Selling Stockholder may be entitled to, as the former owners of the Purchased
Shares, so that the rights are now held by the Buyer and Bacou USA, and hereby
waives any right of refusal or similar right they may have to acquire any of the
Purchased Shares. Buyer and Bacou USA acknowledge the rights and obligations
acquired by virtue of its acceptance of the Purchased Shares as set forth above,
and are willing to act as substitute shareholders of the Mexican Subsidiary.
5. Tax Withholding. The parties agree that in accordance with Article 151
of the Federal Income Tax Law, Buyer will carry out any and all withholding
procedures required under law to the extent of twenty percent (20%) of the
stated Mexican Peso value of the foregoing transaction (335,200 Ps).
6. Representations and Warranties. Seller hereby represents and warrants
the following to Buyer:
(a) That each of the representations and warranties of the Company set
forth in Article III of the Asset Purchase Agreement (i) is hereby made with
respect to the Mexican Subsidiary and its assets, liabilities and business, and
is hereby ratified, confirmed and restated by the Seller with respect to the
assets, liabilities and business of the Mexican Subsidiary unless the context
shall require otherwise, and (ii) is true and correct in all material respects
as of the date hereof. The Seller further ratifies, confirms and restates its
indemnification obligations pursuant to Section 13.1(a) of the Asset Purchase
Agreement.
(b) The Seller and the Selling Stockholder are the lawful owners of
all of the issued and outstanding shares of the Mexican Subsidiary, free and
clear of all liens, encumbrances, restrictions and claims of every kind. Each of
the Seller and the Selling Stockholder has full legal right, power and authority
to enter into this Agreement and to sell, transfer and convey to Buyer and Bacou
USA the Purchased Shares pursuant to this Agreement. The delivery to the Buyer
and Bacou USA of the Purchased Shares pursuant to the provisions of this
Agreement will transfer to the Buyer and Bacou USA valid title thereto, free and
clear of all liens, encumbrances, restrictions and claims of every kind.
7. Obligations of Buyer and Seller. Each of the Buyer and Seller hereby
acknowledges and agrees that it shall have the rights and obligations with
respect to the Mexican Subsidiary that it has received or assumed under the
Asset Purchase Agreement.
8. Management of the Company. In accordance with the By-laws and the
Corporate Book of the Mexican Subsidiary, the management of such company is the
responsibility of a Board of Directors. On the date hereof, Seller will cause
Messrs. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to submit their
irrevocable resignation to their positions of President, Secretary and
Treasurer, respectively, of the Board of Directors of the Mexican Subsidiary,
which documents are attached hereto as Exhibits A1 through A3.
9. Rights of Assignment. None of the parties may assign this Agreement or
its rights hereunder. Nothing contained in this Agreement shall constitute Buyer
on the one hand, or Seller and/or Selling Stockholder on the other hand, as the
partner, agent or representative of each other.
10. Notices. Any notices to be given by any party hereto shall be given in
accordance with the provisions of Section 15.3 of the Asset Purchase Agreement.
11. Governing Law. This Agreement shall be governed in all respects,
including as to validity, interpretation and effect, by the internal laws of the
State of California, United States, without giving effect to the conflict of
laws rules thereof.
IN WITNESS WHEREOF, each party has caused this instrument to be executed in
its name and behalf by its duly authorized officer, effective as of the date
first written above.
SELLER:
Ownership of Purchased Shares ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ &
Common Series Series A Series B ASSOCIATES, INC.
450 9,983 196,267
By: /s/ ▇▇▇▇ ▇▇▇▇
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Title: Chief Executive Officer
SELLING STOCKHOLDER:
150 17 68,733
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Total: 450 10,000 265,000
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BUYER:
BACOU USA SAFETY, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman, President and
Chief Executive Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Vice Chairman, Secretary
and Treasurer
BACOU USA, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman, President and
Chief Executive Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Executive Vice President
and Chief Financial
Officer