Exhibit 14
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STOCK PURCHASE AGREEMENT
DATED AS OF FEBRUARY 25, 1997
BY AND AMONG
THE ESTATE OF XXXXXX X. BROZMAN,
CAHILL, XXXXXXX STRATEGIC PARTNERS FUND, L.P.
AND
STRATEGIC ASSOCIATES, L.P.
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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement"), dated February 25, 1997,
between THE ESTATE OF XXXXXX X. XXXXXXX (the "Seller" or the "Estate") by Xxxx
X. Xxxxxxx as executor of the Estate (the "Executor"), and XXXXXX, XXXXXXX
STRATEGIC PARTNERS FUND, L.P., a limited partnership organized under the laws of
the State of Delaware, and STRATEGIC ASSOCIATES, L.P., a limited partnership
organized under the laws of the State of Delaware. Xxxxxx, Xxxxxxx Strategic
Partners Fund, L.P. and Strategic Associates, L.P. together may be referred to
herein as the "Purchasers."
WHEREAS, CONCORDE CAREER COLLEGES, INC., a Delaware corporation (the
"Company") has agreed to issue shares of the Company's Convertible Preferred
Stock, par value $0.10 per share, to the Purchasers pursuant to the Convertible
Preferred Stock Purchase Agreement, dated February 25, 1997 between the Company
and the Purchasers (the "Preferred Agreement"); and
WHEREAS, the Seller is the owner of certain shares of the common stock of
the Company, par value $0.10 per share ("Common Stock"), which the Seller
desires to sell and transfer to the Purchasers, and the Purchasers desire to
purchase from the Seller, all on the terms set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1
Purchase and Sale
1.1. Purchase and Sale of the Shares. Subject to the terms and conditions
of this Agreement, at the Closing (as defined in Section 1.3) the Seller shall
sell, assign, transfer, convey and deliver to the Purchasers, and the Purchasers
shall purchase from the Seller, severally and in the amounts set forth on
Exhibit A hereto, FIVE HUNDRED THOUSAND (500,000) shares of Common Stock of the
Company (the "Shares"), at the purchase price specified in Section 1.2, free and
clear of all liens, claims, charges, security interests, and other restrictions
or encumbrances of any nature.
1.2. Purchase Price. The purchase price for the Shares shall be FIVE
HUNDRED THOUSAND DOLLARS ($500,000) in the aggregate (being ONE DOLLAR ($1.00)
per share of Common Stock), to be delivered at the Closing to the Seller in full
payment for the Shares by certified check or wire transfer to an account
designated by the Seller.
1.3. Closing Date. Subject to the conditions set forth in this Agreement,
the purchase and sale of the Shares hereunder (the "Closing") shall take place
at the office of Xxxxx Xxxx LLP, Xxx Xxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxx Xxxx,
Xxxxxxxx on February 25, 1997 (the "Closing Date"), unless another place or date
or manner of closing is agreed to by the Seller and the Purchasers.
1.4. Seller's Deliveries. At the Closing, the Seller shall deliver to each
Purchaser (i) a certificate or certificates evidencing the Shares being
purchased by it as set forth in Exhibit A hereto, duly endorsed for transfer or
accompanied by instruments of transfer reasonably satisfactory in form and
substance to the Purchasers and their counsel, and (ii) such other evidence of
the performance of all covenants and satisfaction of all conditions required of
the Seller by this Agreement, at or prior to the Closing, as the Purchasers or
their counsel may reasonably require.
1.5. Purchasers' Deliveries. At the Closing, each Purchaser shall deliver
to the Seller (i) payment in an amount equal to the full purchase price of the
Shares being purchased by such Purchaser, as set forth as Exhibit A hereto, in
an aggregate amount of $500,000, by certified check or wire transfer to an
account designated by the Seller, and (ii) such other evidence of the
performance of all the covenants and satisfaction of all of the conditions
required of the Purchasers by this Agreement at or before the Closing as the
Seller or its counsel may reasonably require.
SECTION 2
Representations and Warranties of Seller
The Seller hereby represents and warrants to the Purchasers as follows:
2.1. Authority; Validity. The Seller has the full legal right, power and
authority to enter into this Agreement and to transfer the Shares in accordance
with the terms of this Agreement. This Agreement has been duly and validly
executed by the Seller and this Agreement constitutes a legal, valid and binding
obligation of the Seller, enforceable in accordance with its terms.
2.2. No Conflicts. The execution, delivery and performance of this
Agreement and the consummation of the transactions by the Seller contemplated
hereby will not conflict with, violate or result in a breach or constitute a
default under any order, decree, statute, ordinance, regulation or other law
applicable to the Seller, including without limitation (i) all applicable state
and federal securities laws and (ii) all applicable laws and regulations
relating to the administration of estates.
2.3. Title to Shares. The Seller is the beneficial owner and the owner of
record of the Shares and has good and valid title to the Shares, free and clear
of all liens, encumbrances, options, claims, charges or security interests of
any kind. Upon delivery of the Shares by the Seller and payment therefor by the
Purchasers, the Seller shall have transferred to the Purchasers good and valid
title to the Shares, free and clear of all liens, encumbrances, options, claims,
charges or security interests of any kind.
2.4. Consents and Approvals. No consent, approval, order or authorization
of, or registration, declaration or filing with, any governmental authority or
any third party is required in connection with the execution, delivery and
performance of this Agreement by the Seller and the consummation of the
transactions by the Seller hereunder.
SECTION 3
Representations and Warranties of Purchasers
3.1. Authority. Each of the Purchasers is duly organized and validly
existing and has the partnership power and authority to enter into this
Agreement. This Agreement has been duly authorized, executed and delivered by
each of the Purchasers and constitutes a valid and binding obligation of each of
the Purchasers, enforceable in accordance with its terms.
3.2. Investment Representations. Each of the Purchasers
hereby represent and warrant to the Seller as follows:
(a) It is acquiring the Shares for its own account for investment, and
not with a view to the distribution thereof within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"); and
(b) It is an "Accredited Investor" as defined under
the Securities Act.
SECTION 4
Conditions Precedent to Obligations of Purchasers
Each Purchaser's obligation to purchase the Shares at the Closing is, at
the option of such Purchaser, subject to the fulfillment on or prior to the
Closing Date of the following conditions:
4.1. Representations True at Closing. Each of the Seller's representations
and warranties herein and in any document or instrument delivered to the
Purchasers hereunder shall be true and correct on the Closing Date with the same
force and effect as though such representations and warranties had been made
again on and as of such time.
4.2. Covenants of the Seller. The Seller shall have duly performed all of
the covenants, acts and undertakings to be performed by it on or prior to the
Closing Date, including but not limited to the closing deliveries required of it
pursuant to Section 1.4.
4.3. No Injunction. No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain, prohibit, or obtain
substantial damages in respect of, or that is related to, or arises out of, this
Agreement or the consummation of the transactions contemplated hereby, or which
is related to or arises out of the business of the Company, if such action,
proceeding, investigation, regulation or legislation, in the reasonable judgment
of the Purchasers, would make it inadvisable to consummate such transactions.
4.4. Opinion of Seller's Counsel. The Purchasers shall have received from
Xxxxx Xxxx, L.L.P., counsel to the Seller, an opinion addressed to the
Purchasers, dated the Closing Date, in substantially the form of Exhibit B
hereto.
SECTION 5
Conditions Precedent to Obligations of Seller
The Seller's obligation to sell the Shares at the Closing is, at the option
of the Seller, subject to the fulfillment of the following conditions:
5.1. Representations True at Closing. The representations and warranties
made by the Purchasers in this Agreement or any document or instrument delivered
to the Seller shall be true and correct on the Closing Date with the same force
and effect as though such representations and warranties had been made again on
and as of such time.
5.2. Covenants of the Purchasers. The Purchasers shall have duly performed
all of the covenants, acts and undertakings to be performed by it on or prior to
the Closing Date.
5.3. No Injunction. No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain, prohibit, or obtain
substantial damages in respect of, or that is related to, or arises out of, this
Agreement or the consummation of the transactions contemplated hereby, or that
is related to or arises out of the business of the Purchasers or the Company, if
such action, proceedings, investigation, regulation or legislation, in the
reasonable judgment of the Seller, would make it inadvisable to consummate the
same.
SECTION 6
Miscellaneous
6.1. Amendment. Neither this Agreement nor any provision hereof may be
amended, modified, supplemented or waived, except by a written instrument
executed by the Seller and the Purchasers.
6.2. Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if in writing and delivered in person,
transmitted by facsimile transmission (fax) or sent by registered or certified
mail (return receipt requested) or recognized overnight delivery service,
postage pre-paid, addressed as follows, or to such other address as such party
may notify to the other parties in writing:
(a) if to the Seller:
Estate of Xxxxxx X. Xxxxxxx
c/o Xxxx X. Xxxxxxx, Executor
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxx Xxxx, L.L.P.
0000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attn: Xxxxxx X. Xxx Xxxx, Esq.
(b) if to the Purchasers:
c/x Xxxxxx, Xxxxxxx & Company
Xxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxxx & Xxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000.
A notice or communication will be effective (i) if delivered in Person or by
overnight courier, on the business day it is delivered, (ii) if transmitted by
facsimile transmission (fax) on the business day of actual confirmed receipt by
the addressee thereof, and (iii) if sent by registered or certified mail, three
(3) business days after dispatch.
6.3. Survival of Representations and Warranties. All representations and
warranties made in, pursuant to or in connection with this Agreement, shall
survive the execution and delivery of this Agreement, any investigation at any
time made by or on behalf of any Purchaser, and the sale and purchase of the
Shares and payment therefor for a period of one year from the date of this
Agreement.
6.4. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
6.5. Entire Agreement. This Agreement and the other documents described
herein or delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subject matter hereof and
thereof and supersede and cancel all prior representations, alleged warranties,
statements, negotiations, undertakings, letters, acceptances, understandings,
contracts and communications, whether verbal or written, among the parties
hereto and thereto or their respective agents with respect to or in connection
with the subject matter hereof.
6.6. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.
6.7. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
6.8. Indemnification. For purposes of this Agreement, the claims described
in this Section shall be referred to individually as a "Claim" and collectively
as "Claims."
(a) Subject to the terms and conditions of this Section, the Seller
hereby agrees to indemnify, defend and hold harmless the Purchasers and their
affiliates, and their respective partners, co-investors, officers, directors,
employees, agents, consultants, attorneys and advisers (the "Purchasers Group")
from and against all demands, claims, actions or causes of action, assessments,
payments, losses, damages, liabilities, costs and expenses, including, without
limitation, interest, penalties and reasonable attorneys' fees and expenses
(collectively "Damages") asserted against, resulting to, imposed upon or
incurred by the Purchasers Group, by reason of or resulting from:
(i) any breach or non-performance of any covenant to be performed
by the Seller under this Agreement;
(ii) a breach of any representation or warranty of the Seller
contained in or made pursuant to this Agreement; and
(iii) any investigation, litigation or proceeding or the
preparation of any defense with respect thereto, arising out of or in connection
with or relating to this Agreement or the transactions contemplated hereby,
whether or not such investigation, litigation or proceeding is brought by the
Seller, the Company, any of its subsidiaries, shareholders or creditors, whether
or not any of the transactions contemplated by this Agreement are consummated,
except to the extent such Damages are found in a final judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct.
(b) The Purchasers hereby agree to indemnify, defend and hold harmless
the Seller from any Damages arising by reason of or resulting from:
(i) any breach of any covenant or agreement of the Purchasers
contained in or made pursuant to this Agreement; and
(ii) any breach of any representation or warranty of the
Purchasers contained in or made pursuant to this Agreement.
6.9. Conditions of Indemnification. The obligations and liabilities of the
Seller, Executor and the Purchasers under this Section with respect to Claims
relating to third parties shall be subject to the following terms and
conditions:
(a) A party seeking indemnification under this Agreement ("Indemnified
Party") will give the party required to provide such indemnification (the
"Indemnifying Party") prompt written notice of any such Claim, and thereafter
the Indemnifying Party will undertake the defense thereof by representatives
chosen by it, provided that such representatives are reasonably acceptable to
the Indemnified Party.
(b) If the Indemnifying Party, within a reasonable time after notice
of any such Claim, fails to defend such Claim, the Indemnified Party will, upon
written notice to the Indemnifying Party, have the right to undertake the
defense, compromise or settlement of such Claim on behalf of and for the account
and risk of the Indemnifying Party, subject to the right of the Indemnifying
Party to assume the defense of such Claim at any time prior to settlement,
compromise or final determination thereof.
(c) Anything in this Section to the contrary notwithstanding, (i) if
there is a reasonable probability that a Claim may materially and adversely
affect an Indemnified Party other than as a result of money damages or other
money payments, the Indemnified Party shall have the right, at its own cost and
expense, to defend, and with the consent of the Indemnifying Party, to
compromise or settle such Claim, and (ii) the Indemnifying Party shall not,
without the written consent of the Indemnified Party, its successors and assigns
settle or compromise any Claim or consent to the entry of any judgment which
does not include as an unconditional term thereof the giving by the claimant or
the plaintiff to the Indemnified Party a release from all liability in respect
of such Claim.
6.10. No Third-Party Beneficiaries. Nothing in this Agreement will confer
any third party beneficiary or other rights upon any person (specifically
including any employees of the Company and its subsidiaries) or entity that is
not a party to this Agreement.
6.11. Brokers. Each party represents and warrants to the other that no
broker or finder has acted for it in connection with this Agreement. Consistent
with Sections 6.8 and 6.9, each party shall indemnify and hold harmless the
other against any Damages arising out of any Claim by any broker or finder
employed or alleged to have been employed by such party.
6.12. Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors and assigns of the parties hereto, including, without limitation,
each transferee of all or any portion of the Shares. No party hereto may assign
its rights or delegate its obligations under this Agreement without the prior
written consent of the other parties hereto.
STOCK PURCHASE AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the Seller and the Purchasers have caused this
Agreement to be executed effective as of the date first above written.
THE ESTATE OF XXXXXX X. XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executor
XXXXXX, XXXXXXX PURCHASERS:
XXXXXX, XXXXXXX STRATEGIC PARTNERS FUND, L.P.
By: XXXXXX XXXXXXX STRATEGIC PARTNERS, L.P., its General
Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: a General Partner
STRATEGIC ASSOCIATES, L.P.
By: XXXXXX, XXXXXXX & COMPANY, LLC, its General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Member
EXHIBIT A
PURCHASERS
Number of Shares
of Common Stock
Name Being Purchased Aggregate Purchase Price
---- --------------- ------------------------
Xxxxxx, Xxxxxxx
Strategic Partners 473,750 $473,750.00
Fund, L.P.
Strategic 26,250 $26,250.00
Associates, L.P.
