STOCK PURCHASE AGREEMENT
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This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of August
__, 1997, is between SPS Technologies, Inc., a Pennsylvania corporation
("Purchaser"), and __________________________ ("Stockholder").
RECITALS
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WHEREAS, Purchaser, MTC Acquisition Corp., a Delaware corporation
("Acquisition"), and Magnetic Technologies Corporation, a Delaware corporation
(the "Company") have entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of August 7, 1997, pursuant to which Purchaser, Acquisition
and the Company have agreed to engage in a merger transaction (the "Merger");
and
WHEREAS, Stockholder is a stockholder of the Company holding the number
of shares (the "Stockholder Shares") of the Company's common stock, par value
$.15 per share ("Company Common Stock"), set forth on the signature page hereto;
and
WHEREAS, in connection with the Merger Agreement and the Merger,
Purchaser wishes to acquire and Stockholder wishes to sell to Purchaser,
Stockholder Shares on the terms and conditions set forth herein.
NOW, THEREFORE, Purchaser and Stockholder agree as follows:
1. Purchase and Sale of Stockholder Shares. On the Closing Date (as
hereinafter defined), (i) Stockholder shall transfer, assign and deliver to
Purchaser, and Purchaser shall purchase from Stockholder, the number of
Stockholder Shares set forth on the signature page hereof and (ii) in
consideration therefor, Purchaser shall issue or cause to be issued to
Stockholder that number of shares of Common Stock of Purchaser ("Purchaser
Shares") equal to the quotient of (a) the product of $5.00 times the number of
Stockholder Shares being exchanged pursuant hereto, divided by (b) the daily
last sales prices of Purchaser's Common Stock as reported on the New York Stock
Exchange ("NYSE") Composite Transactions reporting system (as reported in The
Wall Street Journal or, if not reported therein, in another mutually agreed upon
authoritative source) for the twenty consecutive full trading days in which such
shares are traded on the NYSE ending with the closing of trading on the date
which is one trading day prior to the date of the Stockholder Meeting (as
defined in the Merger Agreement).
2. Closing. Subject to the terms and conditions of this Agreement, the
closing of the purchase and sale of the Stockholder Shares (the "Closing") shall
take place (a) at the offices of the Company in Rochester, New York at 10:00
a.m., local time, immediately prior to the Effective Time (as defined in the
Merger Agreement) of the Merger, or (b) at such other time, date or place as the
parties hereto may agree. The date on which the Closing occurs is hereinafter
referred to as the "Closing Date." At the Closing, Stockholder shall deliver to
Purchaser (i) a certificate or certificates representing the Stockholder Shares
being purchased hereunder, duly endorsed for transfer or accompanied by stock
powers duly executed in blank and (ii) a certificate dated the Closing Date and
certifying that Stockholder has no plan or intention to sell, exchange or
otherwise dispose of the Purchaser Shares received in consideration for the
Stockholder Shares transferred to Purchaser hereunder, against delivery by
Purchaser to Stockholder of a certificate or certificates representing the
number of Purchaser Shares determined in accordance with Section 1.
3. Representation and Warranties of Purchaser. Purchaser hereby
represents and warrants to Stockholder that the Purchaser Shares will be validly
issued, fully paid, non-assessable, listed on the New York Stock Exchange,
registered under the Securities and Exchange Act of 1934, and exempt from
registration under the Securities Act of 1933, when issued to Stockholder.
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4. Representations and Warranties of Stockholder. Stockholder hereby
represents and warrants to Purchaser as follows:
(a) Ownership of Shares. Stockholder owns of record and
beneficially the Stockholder Shares. Stockholder will not sell or transfer any
Stockholder Shares prior to the Closing. Upon transfer and delivery by
Stockholder to Purchaser of the Stockholder Shares owned by Stockholder provided
for herein, Purchaser shall acquire good and valid title to such shares, free
and clear of all claims, liens, charges, proxies (other than any agreement with
Purchaser), encumbrances and security interests (other than any created by
Purchaser).
(b) Power and Authorization. Stockholder has full legal right
to perform its obligations under this Agreement and the other agreements and
documents required to be delivered by it hereunder. This Agreement constitutes
the legal, valid and binding obligation of Stockholder, enforceable against him
or her in accordance with its terms, and the execution and performance of this
Agreement by Stockholder will not violate any of the terms, conditions or
provisions of any contract which Stockholder is a party.
(c) No Brokers. Stockholder has not entered into any contract,
arrangement or understanding with any person or firm which may result in the
obligation of such entity or Purchaser to pay any finder's fees, brokerage or
agent's commissions or other like payments in connection with the negotiations
leading to this Agreement or consummation of the transactions contemplated
hereby.
(d) Investment Representation. Stockholder represents that he
or she is an "accredited investor" within the meaning of Rule 501 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), inasmuch as
Stockholder has an individual or joint (with spouse) net worth of $1 million, or
had an individual income of $200,000 in the last two years or joint income with
Stockholder's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year.
Stockholder has had an opportunity to ask questions and to receive all relevant
information in connection with his or her investment on the Purchaser Shares and
has such knowledge and experience in financial and business matters that he or
she is capable of evaluating the merits and risks of the investment in the
Purchaser Shares contemplated by this Agreement and making an informed
investment decision with respect thereto. Stockholder is purchasing the
Purchaser Shares for his or her own account, for investment only and not with a
view to, or any present intention of, effecting a distribution of such
securities or any part thereof except pursuant to a registration or an available
exemption under applicable law, including pursuant to Rule 144 under the
Securities Act. Stockholder acknowledges that the Purchaser Shares to be
acquired have not been registered under the Securities Act or the securities
laws of any state or other jurisdiction and cannot be disposed of unless they
are subsequently registered under the Securities Act and any applicable state
laws or exemption from such registration is available. Stockholder has no plan
or intention to sell, exchange or otherwise dispose of the Purchaser Shares
received in consideration for the Stockholder Shares transferred to Purchaser
hereunder.
5. Conditions Precedent to Obligations of Purchaser. The obligation of
Purchaser to enter into and consummate the transactions contemplated hereby is
subject to (a) the continuing effectiveness of the Merger Agreement and the
satisfaction or waiver by the parties to the Merger Agreement of the conditions
set forth in Article VII of the Merger Agreement (other than the conditions set
forth in Section 7.1(g) thereof), (b) consummation of concurrent Share
Exchanges, (as defined in the Merger Agreement) and (c) the continuing accuracy
of the representations and warranties of Stockholder contained in this Agreement
on and as of the date hereof and on and as of the Closing Date.
6. Certain Conditions Precedent to Obligations of Stockholder. The
obligation of Stockholder to enter into and complete the transactions
contemplated hereby is subject to the fulfillment (or waiver in writing by
Stockholder in its sole discretion) on or prior to the Closing Date of the
conditions that (a) the representations and warranties of Purchaser contained in
this Agreement shall be true and correct on and as of the date hereof and in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the
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Closing Date and (b) Stockholder shall have received a written opinion from
Purchaser to the effect that the Merger constitutes a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended.
7. Further Action. Stockholder and Purchaser shall, subject to the
fulfillment at or before the Closing Date of each of the conditions of
performance set forth herein or the waiver thereof, perform such further acts
and execute such documents as may reasonably be required to effect the
transactions contemplated hereby.
8. Assignment. Neither party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior written consent of
the other party hereto. Subject to the foregoing, this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties hereto
and their respective successors, heirs, assigns, administrators, executors and
estates.
9. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be delivered personally
or transmitted by telex, fax or telegram, to the respective parties at the
addresses following their names on the signature page hereof or to such other
address as any party may have furnished to the others in writing.
10. Governing Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of Delaware.
11. Survival. All representations, warranties, covenants and agreements
of the parties hereto shall survive indefinitely after the Closing and shall not
be merged therewith.
12. Termination.
(a) This Agreement may be terminated and the transactions
contemplated herein may be abandoned at any time prior to the Closing:
(i) by Purchaser if the Merger Agreement shall have
been terminated (other than due to the failure of Purchaser to perform
its obligations under the Merger Agreement or any other agreement
required to be performed at or prior to the Closing);
(ii) by mutual consent of Purchaser and Stockholder;
(iii) by Purchaser or Stockholder, in the event the
purchase of Stockholder Shares hereunder shall not have occurred by
December 31, 1997;
(iv) by Stockholder, if Purchaser has failed to
perform in any material respect any of its respective obligations
required to be performed by it under this Agreement and such failure
continues for more than 30 days after notice unless failure to so
perform has been caused by or results from a breach of this Agreement
by Stockholder; or
(v) by Purchaser, if Stockholder shall have failed to
perform in any material respect any of the obligations required to be
performed by Stockholder under this Agreement and such failure
continues for more than 30 days after notice unless failure to so
perform has been caused by or results from a breach of this Agreement
by Purchaser.
(b) A party terminating this Agreement pursuant to this
Section 12 shall give written notice thereof to each other party hereto,
whereupon this Agreement shall terminate and the transactions contemplated
hereby shall be abandoned without further action by any party; provided,
however, that if such termination is by Purchaser pursuant to Section 12(a)(v)
or if such termination is by Stockholder pursuant to Section 12(a)(iv),
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nothing herein shall affect the non-breaching party's or parties' right to
damages on account of such other party's or parties' breach.
(c) Stockholder acknowledges that the Stockholder Shares are
unique and that Purchaser will not have an adequate remedy at law if Stockholder
fails to perform any of its obligations hereunder, and Stockholder agrees that
Purchaser shall have the right, in addition to any other right it has, to
specific performance or equitable relief by way of injunction if Stockholder
fails to perform any of its obligations hereunder. Any requirements for the
securing or posting of any bond with respect to such remedy are hereby waived.
13. Expenses. Each of Purchaser and Stockholder shall pay the fees and
expenses it incurs in connection with this Agreement, other than as a result of
the breach hereof by the other party hereto.
14. Condition Subsequent. If for any reason the Merger does not become
effective within five business days after the Closing Date, the transactions
contemplated hereby shall be automatically rescinded, the parties shall return
any consideration they received to the parties who provided such consideration
(with duly executed stock powers, if appropriate).
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written.
SPS TECHNOLOGIES, INC.
By:
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Name:
Title:
Address:
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
STOCKHOLDER
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Address:
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Number of Stockholder Shares sold hereunder: __________
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