EXHIBIT 10.15
RECAPITALIZATION AGREEMENT
THIS RECAPITALIZATION AGREEMENT is made this day of October __, 1996,
by and among BRUNSWICK TECHNOLOGIES, INC., a Maine corporation having a
principal place of business at Brunswick, Maine, and the parties identified on
Schedule A annexed hereto, being all of the owners of shares of Common stock
without par value ("No Par Common Stock") in said Brunswick Technologies, Inc.,
after having been adopted by a vote of such stockholders at a special meeting of
stockholders on August 26, 1996.
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending legally to be
bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. When used herein, the following terms shall have the
meanings set forth as follows:
a. Company. The "Company" shall mean Brunswick Technologies,
Inc., a Maine corporation having a principal place of business at
Brunswick, Maine.
b. Shareholders. The "Shareholders" shall mean the parties
identified on Schedule A annexed hereto, being all of the owners of
shares of Common Stock without par value in the Company, and each of
which may be sometimes referred to herein as a "Shareholder."
c. No Par Common Stock. "No Par Common Stock" shall mean
shares of common stock in the Company, no par value per share.
d. Par Common Stock. "Par Common Stock" shall mean shares of
common stock in the Company, $.0001 par value per share:
e. Effective Date. "Effective Date" shall mean the date that
the Company files its Restated Articles of Incorporation immediately
prior to the effectiveness of the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission with respect
to the initial public offering of the Par Common Stock, except to the
extent such Effective Date must be deemed to be on or after the date of
filing of the Plan of Recapitalization, in which case it shall be
deemed to be the date of such filing.
f. Plan of Recapitalization. "Plan of Recapitalization" shall
mean the plan of recapitalization to be adopted by the Company and
filed with the Secretary of State of Maine on or before the Effective
Date.
1.2 Number; Gender. Unless the context otherwise requires, all words
importing the singular shall include the plural and vice versa, and the use of
words in the masculine, feminine or neuter genders shall be deemed to mean and
include all such other genders.
ARTICLE II
CONVERSION OF NO PAR COMMON STOCK
2.1 On the Effective Date each Share of No Par Common Stock shall be
converted into a share of Par Common Stock.
ARTICLE III
ADOPTION OF PLAN; DELIVERY OF INSTRUMENTS
3.1 Adoption of Plan. As soon as practicable after execution of this
Agreement, the Company shall cause the adoption by its Board of Directors and
shareholders, as appropriate, of a Plan of Recapitalization in substantially the
form annexed hereto as Schedule B, and shall execute and file with the Secretary
of State of Maine any and all Articles of Amendment to its Articles of
Incorporation or other documents or instruments necessary and appropriate to
effectuate the recapitalization described in this Agreement, effective as of the
Effective Date.
3.2 Delivery of Instruments. On or before the Effective Date each
Shareholder shall deliver to the Company all of such Shareholder's share
certificates, and other instruments evidencing such Shareholder's ownership of
No Par Common Stock being converted pursuant to this Agreement.
3.3 Issuance of New Instruments. As of the Effective Date, the Company
will cause the issuance to each Shareholder of certificates representing shares
of Par Common Stock in accordance with the terms of this Agreement and the Plan
of Recapitalization.
3.4 Further Instruments. The parties hereto agree to execute and
deliver all such additional agreements, instruments and undertakings as may be
reasonably necessary or desirable and requested by any party, in order to more
fully effectuate the purpose of this Agreement.
ARTICLE IV
MISCELLANEOUS
4.1 Entire Agreement. This Agreement, including any Exhibits and
Schedules annexed hereto, constitutes the entire Agreement of the parties with
respect to the subject matter hereof, superseding all prior agreements, written
or verbal, relating to such subject matter.
4.2 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, and their respective heirs,
successors, legal representatives and assigns.
4.3 Modification; Waiver. No modification, amendment, waiver or
termination of this Agreement may be made except in writing executed by the
party against whom enforcement of such modification, amendment, waiver or
termination is sought.
4.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws in effect in the State of Maine.
4.5 Captions. all captions and headings herein are for the convenience
of the parties only, and shall not be deemed to be a part of or an aid in the
interpretation of this Agreement.
4.6 Severability. Whenever feasible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision hereof shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
4.7 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
shall together constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the day and year first above written.
Brunswick Technologies, Inc. -------------------------------
Xxxxxx X. Xxxxxxxxxx
By: ____________________________
________________________________
-------------------------------
its _________________, Xxxx Xxxxxxxx-Xxxxxx
thereunto duly authorized
STOCKHOLDERS: -------------------------------
Xxxx X. Xxxxx
Vetrotex CertainTeed Corporation
By: ____________________________ -------------------------------
Xxxxxx Xxx
________________________________
its _________________, -------------------------------
thereunto duly authorized Xxxxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx
SCHEDULE A
Holders of Common Stock of Brunswick Technologies, Inc.
Vetrotex CertainTeed Corporation
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxx Xxxxxxxx-Xxxxxx
Xxxx X. Xxxxx
Xxxxxx Xxx
Xxxxxxxx Xxxxxxxxx
SCHEDULE B
Brunswick Technologies, Inc.
Plan of Recapitalization
1. Present Common Stock. The present authorized capital of the
Corporation consists of (i) 100,000 shares of Common Stock ("Old Common Stock");
(ii) 3,657 shares of Series AA Convertible Preferred Stock; (iii) 33,167 shares
of Series BB Convertible Preferred Stock; (iv) 18,000 shares of Series C
Convertible Preferred Stock; and (v) 16,000 shares of Series D Convertible
Preferred Stock, all of which stocks have no par value.
2. Proposed Restatement of Articles of Incorporation. It is proposed to
restate the Articles of Incorporation of the Corporation to (i) authorize
20,000,000 shares of common stock with a par value of $0.0001 ("New Common
Stock"); and (2) authorize a new series of preferred stock with a par value of
$10.00.
3. Conversion of Old Common Stock. Each issued and outstanding share of
Old Common Stock shall be automatically converted into one share of New Common
Stock.
4. Effectiveness of Plan. This Plan of Recapitalization shall become
effective immediately prior to the declaration by the Securities and Exchange
Commission of the effectiveness of the Company's Registration Statement on Form
S-1 with respect to the initial public offering of the New Common Stock.
5. Abandonment or Modification of Plan. The Board of Directors may, in
its discretion, amend or modify this Plan of Recapitalization; provided,
however, that any such amendment requiring an amendment to the Articles of
Incorporation of the Corporation shall be approved by the shareholders of the
Corporation in accordance with its Articles of Incorporation and By-Laws.
