STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of February 28, 1998 (the
"Agreement"), among JAVA ACQUISITION CORP., a Delaware corporation (the
"Purchaser"), and each person or entity named in Schedule A to this Agreement
(the "Sellers").
WHEREAS, the Purchaser, Sunbeam Corporation, a Delaware
corporation of which the Purchaser is a wholly owned subsidiary ("Parent"), and
Signature Brands USA, Inc., a Delaware corporation (the "Company"), are entering
into an Agreement and Plan of Merger (the "Merger Agreement") simultaneously
with the entry into this Agreement, which provides, among other things, that the
Purchaser, upon the terms and subject to the conditions thereof, make a cash
tender offer (the "Offer") for all issued and outstanding shares of common
stock, par value $.01 per share, of the Company (the "Shares") at a price of
$8.25 per share, and following consummation of the Offer the Purchaser will
merge with and into the Company with the Company as the surviving corporation
(the "Merger") and each then outstanding Share (other than Shares held by (i)
the Parent or any of its wholly owned subsidiaries, (ii) the Company or any of
its wholly owned subsidiaries or (iii) any holder who perfects dissenters'
rights under Delaware law) would be converted
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into the right to receive $8.25 in cash, or any higher price paid per Share in
the Offer; and
WHEREAS, each of the Sellers wishes to sell to the Purchaser,
and the Purchaser wishes to purchase from each of the Sellers, upon the terms
and subject to the conditions hereinafter set forth, the number of Shares (the
"Seller's Shares") set forth in Schedule A hereto opposite the name of each of
the Sellers.
NOW, THEREFORE, the parties hereto agree as follows:
1. Sellers' Representations. Each of the Sellers severally
represents and warrants to the Purchaser (a) that such Seller has the power and
authority (or the capacity if an individual) to execute and deliver this
Agreement, (b) that, if a corporation, partnership or other entity, this
Agreement has been duly authorized by all requisite action on the part of the
Seller, (c) that the Seller has duly executed and delivered this Agreement and
this Agreement is a valid and binding agreement, enforceable against such Seller
in accordance with its terms, (d) that neither the execution of this Agreement
nor the consummation by such Seller of the transactions contemplated hereby will
constitute a violation of, or conflict with, or default under, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which such Seller is a party or by which such Seller is bound and, if the Seller
is a corporation, partnership or other entity, the organizational documents
thereof, (e) that on the date hereof such Seller has, and at any
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Closing (as defined below) hereunder such Seller will have (without exception),
good and valid title to such Seller's Shares, free and clear of all claims,
liens, charges, encumbrances and security interests, restricting such Seller's
ability to enter into this Agreement or perform its obligations hereunder, (f)
that there are no options or rights to purchase or acquire, or agreements
relating to any such rights with respect to, any of such Seller's Shares except
pursuant to this Agreement, (g) that the transfer of such Seller's Shares to the
Purchaser hereunder will vest in the Purchaser good and valid title to such
Shares, free and clear of all claims, liens, charges, encumbrances, security
interests or restrictions on voting and (h) that the number of Shares set forth
in Schedule A hereto opposite the name of such Seller constitutes all of the
Shares owned beneficially or of record by such Seller (other than, in the case
of the Sellers listed on Schedule A other than XX-Xxx Acquisition Fund, L.P.,
Xxxxxx X. Xxx Equity Partners, L.P. and State Street Bank and Trust Company, not
individually but as trustee of the 1989 Xxxxxx X. Xxx Nominee Trust
(collectively, the "Major Sellers"), for differences therefrom which are not
material).
2. Purchaser's Representations. The Purchaser represents and
warrants to each of the Sellers that (a) the Purchaser has duly authorized,
executed and delivered this Agreement and this Agreement is a valid and binding
agreement, enforceable against the Purchaser in accordance with its terms and
(b) the Purchaser will acquire the Shares for its own account and not with a
view to or for sale in
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connection with any distribution thereof, and the Purchaser will not sell or
otherwise dispose of the Shares except in compliance with, or pursuant to an
exemption from registration under, the Securities Act of 1933, as amended, and
the rules and regulations thereunder.
3. Agreement to Sell. At the Closing provided for in Section 4
of this Agreement and subject to the conditions in Section 5 of this Agreement,
each of the Sellers will sell, transfer and deliver such Seller's Shares to the
Purchaser (duly endorsed for transfer in blank or accompanied by stock transfer
powers duly executed in blank, with all necessary stock transfer tax stamps
affixed and cancelled) and the Purchaser will purchase such Seller's Shares and
deliver to such Seller a certified or official bank check or checks payable to
or upon the order of such Seller in immediately available funds, at a price per
Share equal to $8.25 such higher per Share price as the Purchaser may have paid
pursuant to the Offer. Each Seller will, upon request of the Purchaser, promptly
execute and deliver all additional documents reasonably deemed by the Purchaser
to be necessary, appropriate or desirable to effect, complete and evidence the
sale, assignment and transfer of such Seller's Shares pursuant to this
Agreement.
4. Closing. The closing (the "Closing") of the purchase and
sale hereunder shall take place at the office of Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as the
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parties may mutually agree, on the earlier to occur of (i) the first business
day after the purchase of Shares by the Purchaser pursuant to the Offer or (ii)
if the Offer has otherwise terminated or expired, such date (which shall be at
least one business day following the date of notice) as the Purchaser may
specify in writing to the Sellers. Payment for the Shares shall be in
immediately available funds. Any Seller may tender such Seller's Shares pursuant
to the Offer, provided, however, that until such time as such Shares are
accepted for payment pursuant to the Offer, such Shares shall continue to be
governed by this Agreement. If a Seller's Shares are tendered and accepted for
payment pursuant to the Offer, the payment for such Seller's Shares pursuant to
the Offer shall constitute the Closing of the purchase and sale of such Shares
hereunder.
5. Conditions to Closing. (a) The obligations of the
Purchaser and each of the Sellers under this Agreement shall be subject to the
satisfaction at the Closing of each of the following conditions:
(i) Neither the Purchaser nor such Seller
shall be subject to any order, decree or injunction of a court of
competent jurisdiction which prevents or delays the consummation of the
transactions contemplated by this Agreement and such Closing shall not
be prohibited by any rule, regulation, ruling or law.
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(ii) The applicable waiting period with
respect to such Closing under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), shall have
expired or been terminated.
(iii) The representations and warranties of
such Seller (in the case of the Purchaser) or the Purchaser (in the
case of each Seller) shall be true and correct in all material respects
and such Seller (in the case of the Purchaser) or the Purchaser (in the
case of each Seller) shall have complied in all material respects with
its covenants hereunder.
6. Changes in Shares. In the event of any change in the number
of Shares outstanding by recapitalization, declaration of a stock split or
combination or payment of a stock dividend or the like, the number of Shares to
be transferred to the Purchaser and the per Share payments to be made to the
Sellers shall be appropriately adjusted. Each Seller's Shares shall include all
Shares acquired after the date hereof by such Seller and all dividends or
distributions in respect of the Seller's Shares.
7. Seller's Covenants. Except as provided for herein, each
Seller agrees not to:
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(a) sell, transfer, pledge, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, assignment or other
disposition of such Seller's Shares;
(b) grant any proxies, deposit of such Seller's
Shares into a voting trust or enter into a voting agreement with respect to any
of such Shares;
(c) solicit, encourage, participate in or initiate
discussions or negotiations with, or provide information to, any person, other
than Parent or any affiliate of Parent, concerning any merger, sale of assets,
sale of shares of capital stock or similar transactions involving the Company
or any subsidiary or division of the Company; provided nothing herein shall be
deemed to limit or restrict in any respect the ability of Directors of the
Company who are Sellers or may be affiliated with Sellers from exercising the
fiduciary duties in accordance with Section 7.6 of the Merger Agreement; or
(d) take any action which would make any
representation or warranty of such Seller herein untrue or incorrect.
8. Seller's Actions. Each Major Seller hereby agrees that at
any meeting of the stockholders of the Company however called, it shall (a) vote
such Seller's Shares in favor of the Merger or any other transaction
contemplated by the Merger Agreement, (b) vote such Seller's Shares against any
action or agreement that would result in a breach in any material respect of any
covenant, representation or
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warranty or any other obligation of the Company under the Merger Agreement and
(c) vote such Seller's Shares against any action or agreement that would impede,
interfere with or discourage the Offer or the Merger, including, but not limited
to: (i) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its subsidiaries,
(ii) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries, (iii) any change in the management or Board of Directors of
the Company (other than as contemplated by the Merger Agreement), (iv) any
change in the present capitalization or dividend policy of the Company or (v)
any other material change in the Company's corporate structure or business. Each
Major Seller hereby grants the Purchaser as irrevocable proxy and irrevocably
appoints the Purchaser or its designees, with full power of substitution, its
attorney and proxy to vote all such Seller's Shares in respect of any of the
matters set forth in clauses (a) through (c) of this Section and in the manner
specified in such clauses, provided, however, that such proxy shall not apply to
the matters set forth in clause (c)(iii) of this Section until any waiting
period applicable thereto under the HSR Act shall have expired or been
terminated. Such Seller acknowledges and agrees that this proxy is coupled with
an interest, constitutes, among other things, an inducement for Parent and the
Purchaser to enter into the Merger Agreement, is irrevocable and shall not be
terminated by operation of law or otherwise upon the occurrence of any event
(other than the termination of this
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Agreement) and that no subsequent proxies will be given (and if given will not
be effective). Any such proxy shall terminate upon the termination of this
Agreement.
9. Legend. As soon as practicable after the execution of this
Agreement, each Seller shall surrender the certificates representing such
Seller's Shares to the Purchaser so that the following legend may be placed on
such certificates:
"The shares of capital stock represented by this certificate
are subject to a Stock Purchase Agreement, dated as of February 28,
1998, between [the Purchaser] and [the Seller]."
10. Specific Enforcement. The parties hereto acknowledge that
damages would be an inadequate remedy for a breach of this Agreement and that
the obligations of the parties hereto shall be specifically enforceable, in
addition to any other remedy which may be available at law or in equity.
11. Brokerage Fees. Each Seller and the Purchaser, in
connection with the transaction contemplated herein, severally and not jointly
agrees to indem nify and hold the other harmless from and against any and all
claims, liabilities or obligations with respect to any brokerage fees,
commissions or finders' fees asserted by any person on the basis of any act or
statement alleged to have been made by such party or its affiliate (other than,
in the case of the Sellers, an affiliate which is also a Seller).
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12. Expenses. Each party hereto shall pay its own expenses
incurred in connection with this Agreement.
13. Survival. Notwithstanding anything contained in Section
14(g) hereof to the contrary, none of the representations, warranties and
agreements made by each of the Sellers and by the Purchaser in this Agreement
shall survive the Closing hereunder and any investigation at any time made by or
on behalf of any party hereto.
14. Miscellaneous.
(a) Amendment, Etc. This Agreement may not be
modified, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
(b) Assignment. No party to this Agreement may assign
any of its rights or obligations under this Agreement without the prior consent
of the other parties except that the rights and obligations of the Purchaser may
be assigned by the Purchaser to Parent or any of its other wholly owned
subsidiaries but no such transfer shall relieve the Purchaser of its obligations
hereunder if such transferee does not perform such obligations.
(c) Binding Effect. This Agreement will be binding
upon, inure to the benefit of and be enforceable by each Seller and such
Seller's respective heirs, beneficiaries, executors, representatives and
permitted assigns.
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(d) Notices. All notices, claims, requests, demands
and other communications hereunder will be in writing and will be deemed to have
been duly given upon receipt as follows:
(a) If to the Purchaser, to:
c/o Sunbeam Corporation
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
Attention: General Counsel
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
(b) If to the Seller, to such Seller at the address set
forth under his name in Schedule A;
with a copy to:
Xxxxxxxx, Xxxxxxx & Xxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above.
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(e) Counterparts. This Agreement may be executed in
two or more counterparts, each of which will be deemed to be an original but
all of which together will constitute one and the same instrument.
(f) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable Delaware
principles of conflicts of law.
(g) Termination. Except for Sections 9, 11, 13 and 15
hereof, this Agreement shall terminate on the earliest of (i) the purchase of
Shares pursuant to the Offer, (ii) the termination of the Merger Agreement in
accordance with its terms and (iii) 12 months from the date hereof.
15. Sale of Shares. In the event that within 12 months
following the expiration of the Offer, a Seller shall sell, transfer or
otherwise commit to dispose any or all of such Shares to any party other than
the Parent or an affiliate of the Parent (a "Sale") and realize a Profit (as
defined below) from such Sale, then such Seller shall pay to the Parent an
amount equal to the Profit. Such amount shall be paid to the Parent promptly
following the receipt of proceeds by such Seller from such Sale. The term
"Profit" shall mean the excess, if any, of (a) the aggregate consideration
received by such Seller in connection with the Sale over (b) the
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number of Shares sold, transferred or disposed of by such Seller in connection
with the Sale multiplied by the Offer Price.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each Seller and a duly authorized officer of the Purchaser on the
day and year first written above.
JAVA ACQUISITION CORP.
By /s/ Xxxxx X. Xxxxxx
------------------------
Executive Vice President
and General Counsel
XXXXXX X. XXX EQUITY PARTNERS, L.P.
By: THL Equity Advisors
Limited Partnership
By: THL Equity Trust
Its General Partner
By /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: Vice President
XX-XXX ACQUISITION FUND, L.P.
By: Mezzanine Investments, L.P.
Its Managing General Partner
By: ML Mezzanine Inc.
Its General Partner
By /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
STATE STREET BANK AND TRUST COMPANY,
not individually but as Trustee of the
1989 XXXXXX X. XXX NOMINEE TRUST
By /s/ Xxxxxx X. Xxxxxx
------------------------
Vice President
/s/ Xxxx X. Childs
--------------------------
XXXX X. CHILDS
/s/ Xxxxx X. Xxxxxxx
--------------------------
XXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
--------------------------
XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
---------------------
XXXXXX X. XXXXXXXX MONEY PURCH.
/s/ Xxxxx X. Xxxxxxxx
--------------------------
XXXXX X. XXXXXXXX
/s/ Xxxxx X. Xxxxxx
--------------------------
XXXXX X. XXXXXX
/s/ X. Xxxxxx Xxxx
--------------------------
X. XXXXXX XXXX
/s/ Xxxxxx X. Xxxxx
--------------------------
XXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxxx
--------------------------
XXXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxxx
--------------------------
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------
XXXXXX X. XXXXXXXXX
/s/ Xxxxxx X. Xxxxx, Xx.
--------------------------
XXXXXX X. XXXXX, XX.
/s/ Xxxx X. Xxxxx
--------------------------
XXXX X. XXXXX
/s/ Xxxxx X. Xxxxxxx
--------------------------
XXXXX X. XXXXXXX
/s/ Xxxx X. Xxxxxx
--------------------------
XXXX X. XXXXXX
/s/ Xxxx X. Xxxxx
--------------------------
XXXX X. XXXXX
/s/ Xxxxx X. Xxxxxx
--------------------------
XXXXX X. XXXXXX
/s/ Xxxx X. Xxxxxxxx
--------------------------
XXXX X. XXXXXXXX
/s/ Xxxxxxx X. Brizlus
--------------------------
XXXXXXX X. BRIZLUS
SCHEDULE A
Number of Shares
Name and Address of Common Stock
of Seller(1) of the Company
---------------- ----------------
Xxxxxx X. Xxx Equity Partners, L.P. 1,818,203
XX-Xxx Acquisition Fund, L.P. 1,563,053
State Street Bank and Trust Company
Not Individually but as Trustee of the
1989 Xxxxxx X. Xxx Nominee Trust 1,025,566
Xxxx X. Childs 191,577
Xxxxx X. Xxxxxxx 44,481
Xxxxxx X. Xxxxxxxx 44,607
Xxxxxx X. Xxxxxxxx Money Purch. 19,611
Xxxxx X. Xxxxxxxx 31,750
Xxxxx X. Xxxxxx 19,136
X. Xxxxxx Xxxx 19,136
Xxxxxx X. Xxxxx 5,783
Xxxxxxx X. Xxxxxx 6,298
Xxxxxx X. Xxxxxxx 6,798
--------
1 Address for all Sellers, until notice of change is given, is:
c/o Xxxxxx X. Xxx Company
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
A-1
Xxxxxx X. Xxxxxxxxx 1,398
Xxxxxx X. Xxxxx, Xx. 5,814
Xxxx X. Xxxxx 3,876
Xxxxx X. Xxxxxxx 3,876
Xxxx X. Xxxxxx 2,438
Xxxx X. Xxxxx 4,476
Xxxxx X. Xxxxxx 500
Xxxx X. Xxxxxxxx 231
Xxxxxxx X. Xxxxxxx 311
A-2
