Exhibit 10.20
SETTLEMENT AGREEMENT
This Settlement Agreement (this "Settlement Agreement" or this
"Agreement") dated as of March 1, 2000, is entered into by and among Questron
Technology, Inc., a Delaware corporation ("Questron"), Xxxxxxx Xxxxxxxxxx and
Xxxxxxx Xxxxxxxxxx (each individually a "Seller" and collectively, the
"Sellers").
RECITALS
WHEREAS, the parties hereto and Fas-Tronics, Inc.
("Fas-Tronics"), entered into that certain Stock Purchase Agreement dated June
12, 1998, as amended (the "Stock Purchase Agreement") pursuant to which Questron
purchased all of the Capital Stock of Fas-Tronics from the Sellers;
WHEREAS, as of the date hereof Questron has certain payment
obligations to the Sellers pursuant to the Stock Purchase Agreement; and
WHEREAS, pursuant to the terms and conditions set forth below,
the Sellers and Questron wish to settle, fully and finally, all obligations of
Questron to the Sellers pursuant to the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. SETTLEMENT. At the Settlement Closing, Questron agrees to issue and
deliver 131,501 shares of Questron's common stock, par value $0.001 per share,
to each of the Sellers (the "Settlement Shares"). The Settlement Shares shall be
restricted securities under Rule 144 of the Act of 1933, as amended (the "Act"),
will not have been registered under the Act and may not be sold or transferred
absent such registration or unless an exception from registration is available
and the certificates evidencing such shares shall bear an appropriate legend
restricting transfers under the Act. Each of the Sellers agrees to accept the
Settlement Shares issued and delivered to him/her in full and final settlement
and satisfaction of all obligations of Questron arising under or in connection
with the Stock Purchase Agreement. "Settlement Closing" means the closing of the
transactions contemplated by this paragraph 1. The Settlement Closing shall take
place on March 1, 2000 at 5:00 p.m. Eastern Time, at the offices of Questron
located at 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000, or at
such other time and place as the parties may mutually agree.
2. REGISTRATION OF SETTLEMENT SHARES. (a) Within 90 days of the
Settlement Closing, Questron shall prepare and file under the Act with the
Securities and Exchange Commission a registration statement with respect to the
Settlement Shares and use its reasonable best efforts to cause such registration
statement to become effective.
(b) Questron shall notify each Seller of the effectiveness of the
registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for a period of
not less than 180 days and comply with the provisions of the Act with respect
to the disposition of all securities covered by such registration statement
during such period in accordance with the intended methods of disposition by
the Sellers set forth in such registration statement. (c) Questron will use
its reasonable best efforts to register or qualify such the Settlement Shares
under such other securities or blue sky laws of such jurisdictions as any
Seller reasonably requests (provided Questron shall not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject
itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction). (d) Questron shall notify the
Sellers at any time when a prospectus relating thereto is required to be
delivered under the Act as amended, of the happening of any event as a result
of which the prospectus included in such registration statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller,
the Questron shall prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Settlement Shares,
such prospectus shall not contain an untrue statement of a material fact or
omit to state any fact necessary to make the statements therein not
misleading. (e) Questron shall cause the Settlement Shares to be listed on
each securities exchange on which similar securities issued by Questron are
then listed. (f) Questron may postpone or suspend for up to 180 days the
filing or the effectiveness of a registration statement if the Questron's
board of directors determines in its reasonable good faith judgment that such
filing or effectiveness would reasonably be expected to have a material
adverse effect on any proposal or plan by Questron or any of its subsidiaries
to engage in any acquisition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer, reorganization or
similar transaction or any financing transaction.
3. REGISTRATION EXPENSES. All expenses incident to the Questron's
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
fees and disbursements of custodians, and fees and disbursements of counsel for
Questron and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other persons retained by Questron,
shall be borne by Questron. All brokerage commissions or similar selling
expenses in connection with the sale by the Sellers of the Settlement Shares
shall be borne by the Sellers.
4. INDEMNIFICATION. (a) Questron agrees to indemnify, to the extent
permitted by law, each Seller against all losses, claims, damages, liabilities
and expenses caused by any untrue or alleged untrue statement of material fact
contained in any registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be
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stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information
furnished in writing to Questron by such Seller expressly for use therein or
by such Seller's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after Questron has
furnished such Seller with a sufficient number of copies of the same. (b)
Each Seller shall furnish to Questron in writing such information and
affidavits as Questron reasonably requests for use in connection with the
registration statement or prospectus and, to the extent permitted by law,
shall indemnify the Questron, its directors and officers and each person who
controls the Company (within the meaning of the Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue or
alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
Seller; provided that the obligation to indemnify shall be individual, not
joint and several, for each Seller and shall be limited to the net amount of
proceeds received by such Seller from the sale of Settlement Shares pursuant
to such registration statement. (c) Any party entitled to indemnification
hereunder shall (i) give prompt written notice to the indemnifying party of
any claim with respect to which it seeks indemnification (provided that the
failure to give prompt notice shall not impair any party's right to
indemnification hereunder to the extent such failure has not prejudiced the
indemnifying party) and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party
shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim.
5. REPRESENTATIONS AND WARRANTIES.
(A) Each Seller,
(i) represents and warrants that the Settlement
Shares to be issued to him/her are being acquired as an investment and
not with a view to the distribution thereof;
(ii) understands that none of the Settlement Shares
have been registered under the Act, in reliance on an exemption
therefrom, and that none of the Settlement Shares have been approved or
disapproved by the United States Securities and Exchange Commission or
by any other Federal or state agency;
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(iii) understands that none of the Settlement Shares
can be sold, transferred or assigned unless registered by pursuant to
the Act and any applicable state securities laws, or unless an
exemption therefrom is available, and, accordingly, it may not be
possible for any Seller to liquidate its investment in the Settlement
Shares, and agrees not to sell, assign or otherwise transfer or dispose
of the Settlement Shares unless such securities have been so registered
or an exemption from registration is available;
(iv) acknowledges that all documents, records and
books pertaining to Questron and its business, including, but not
limited to, the following documents which have been provided to, and
reviewed by, each of Sellers: (a) Questron's Annual Reports on Form
10-KSB for the fiscal years ended December 31, 1996, 1997 and 1998, (b)
Questron's Quarterly Reports on Form 10-QSB for the quarterly periods
ended March 31, 1999, June 30, 1999 and September 30, 1999, (c)
Questron's Proxy Statement, dated October 1, 1999, relating to its 1999
Annual Meeting of Shareholders, and (d) Questron's Form 8-K and Form
8-K/A dated July 14, 1999 and August 13, 1999, respectively, have been
made available to Sellers and Sellers' attorney and/or accountant
and/or representative. Each Seller has had an opportunity to ask
questions and receive answers from Questron concerning the business and
assets of Questron and all such questions have been answered to the
full satisfaction of Sellers;
(v) represents and warrants that such Seller is
an accredited investor, as that term is defined in Regulation D under
the Act; and
(vi) represent and warrants that such Seller has
not assigned, transferred or conveyed any of its rights under the
Stock Purchase Agreement.
(B) Questron represents and warrants to each Seller that all
Settlement Shares delivered to such seller pursuant to this Settlement
Agreement, when issued as contemplated hereby, will be duly authorized, fully
paid and non-assessable.
6. NOTICES . All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given upon receipt of: hand
delivery; certified or registered mail, return receipt requested; or telecopy
transmission with confirmation of receipt:
If to either or both of the Sellers:
Fas-Tronics, Inc.
0000 Xxxxxxx Xxxxx
Xxxx Xxxxx Xxxxx, 00000
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxxx and Xxxxxxx Xxxxxxxxxx
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(with a copy to)
Xxxxxx Xxxxx Xxxxxxx & Farrier, L.L.P.
000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
If to Questron, to
Questron Technology, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxx Xxxxx, Xxxxxxx 00000
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
(with a copy to)
Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxxx X. XxXxxxxx, Esq.
Such names and addresses may be changed by written notice to each person listed
above.
7. ENTIRE AGREEMENT. This Agreement and the documents referred to
herein, embodies the entire agreement and understanding of the parties hereto in
respect of the subject matter contained herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.
8. AMENDMENT AND MODIFICATION . This Agreement may be amended or
modified only by written agreement of the parties hereto.
9. BINDING EFFECT; BENEFITS . This Agreement shall inure to the benefit
of and be binding upon the parties hereto; nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties hereto.
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10. ASSIGNABILITY . This Agreement shall not be assignable by any party
hereto without the prior written consent of the other parties provided that
Questron may assign its rights under the Agreement to any affiliate of Questron.
11. CHOICE OF LAW. This Agreement shall be governed by the laws of the
State of New York, exclusive of its principles concerning conflicts of law.
12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
QUESTRON TECHNOLOGY, INC.
By
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Xxxxxxx X. Xxxxxxxx
Chairman and
Chief Executive Officer
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Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
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