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EXHIBIT 99.B
EXHIBIT B
STOCK PURCHASE AGREEMENT
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EXECUTION COPY
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is entered into on this 20th day of May,
1999, by and among WHITECROSS LIMITED, an entity organized under the laws of the
Bahamas, (the "Purchaser"), and XXXXXXX X. XXXXXX, a resident of the State of
New York ("Xxxxxx"), XXXXXXXXXX CORPORATION, a Delaware corporation
("Xxxxxxxxxx"), MENTMORE HOLDINGS CORPORATION, a Delaware corporation
("Mentmore"), and XXXXXXX X. XXXXXX, a resident of the State of Florida
("Xxxxxx"). The "Sellers" means Xxxxxx, Xxxxxxxxxx and Mentmore, collectively
(each, individually, a "Seller").
BACKGROUND
WHEREAS, the Purchaser desires, upon the terms and conditions
hereinafter set forth, to purchase shares of common stock ("Texfi Common
Stock"), par value $.01 per share, of Texfi Industries, Inc., a Delaware
corporation ("Texfi"), owned by Xxxxxx and Xxxxxxxxxx and all of the options to
purchase shares of Texfi Common Stock owned by Xxxxxxxxxx and Mentmore;
WHEREAS, 1,105,800 shares of Texfi Common Stock (the "Pledged Shares")
owned by Xxxxxxxxxx and represented by certificate numbers TS 9225 and TS 7951
for 181,800 and 924,000 shares of Texfi Common Stock, respectively, are pledged
to The Irrevocable Inter Vivos Trust for the Benefit of the Xxxxxx Children (the
"Pledge");
WHEREAS, the Pledge will be satisfied by Xxxxxxxxxx in accordance with
its terms and will be released on May 15, 2003 (the "Release Date"), at which
time the Pledged Shares will be transferred to the Purchaser with good and
marketable title, free and clear of all Liens;
WHEREAS, the Sellers desire, upon the terms and conditions hereinafter
set forth, to sell the shares, options and Pledged Shares to the Purchaser; and
WHEREAS, the Purchaser is unwilling to complete the transaction without
the guaranty of Xxxxxx hereafter set out and Xxxxxx agrees to give his guaranty
in order to cause the Purchaser to complete the transaction.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and of the respective
covenants and agreements contained herein, and other good and valuable
consideration, receipt whereof being hereby acknowledged, the Purchaser, the
Sellers and Xxxxxx agree as follows:
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ARTICLE 1
PURCHASE AND SALE OF THE SHARES
1.1 Purchase and Sale of the Shares, Options and Pledged Shares.
The Purchaser agrees to purchase from each Seller at the Closing (as defined
below), and each Seller agrees to sell to the Purchaser at that time, the number
of shares (the "Shares") of Texfi Common Stock and the number of options (the
"Options") to purchase Texfi Common Stock set forth opposite such Seller's name
on SCHEDULE A hereto. Each Seller shall convey, and the Purchaser shall purchase
such Seller's Shares and such Seller's Options at the Closing, free and clear of
any and all Liens. The Purchaser agrees to purchase the Pledged Shares from
Xxxxxxxxxx at the Closing, Xxxxxxxxxx agrees to sell the Pledged Shares to the
Purchaser at that time and Xxxxxxxxxx agrees to delivery the Pledged Shares on
or prior to the Release Date in accordance with Section 1.5 hereof. Each Seller
shall deliver at Closing the stock certificates representing such Seller's
Shares, together with stock powers in favor of the Purchaser with signatures
guaranteed by a bank or a member of the New York Stock Exchange, and such
Seller's original Options and option agreements together with assignments in
form and substance satisfactory to the Purchaser.
1.2 Purchase Price. The purchase price (the "Purchase Price") for
the Shares, Options and Pledged Shares to be purchased from the Sellers
hereunder is Three Million Four Hundred Thirty-One Thousand One Hundred and
Twenty-Three Dollars ($3,431,123).
1.3 Payment of Purchase Price. The parties hereby agree that the
Purchaser has paid the Purchase Price to the Sellers. Each of the Sellers does
hereby expressly acknowledge receipt of the full amounts to which such Seller is
due hereunder and does further agree that the Purchaser has no further
obligation to make any payment to such Seller pursuant to this Agreement or
otherwise. In the event the Closing of this Agreement does not occur as provided
herein, the Sellers shall immediately return the Purchase Price to the
Purchaser.
1.4 Closing. The transactions provided for herein shall be
consummated at a closing (the "Closing"), which shall occur with the execution
and delivery of this Agreement by each of the parties via facsimile to Xxxxxx &
Bird LLP at (000) 000-0000 and the delivery of all of the items referred to in
this Article 1 to Xxxxxx & Bird LLP at its offices in Atlanta Georgia. It is
contemplated that the items will be delivered as soon as possible and that the
Closing will occur when the last such item is so delivered. It is a condition of
this transaction that the Closing must occur no later than May 28, 1999, and
each party agrees to use its or his best efforts to complete the Closing by such
date.
1.5 Release of Pledge.
(a) Xxxxxxxxxx shall comply fully with all of the obligations
related to the Pledged Shares so that Xxxxxxxxxx shall have eliminated the
Pledge on or before the
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Release Date. Xxxxxxxxxx shall use its reasonable efforts to have the Pledge
Shares released from the Pledge as soon as possible. Xxxxxxxxxx may deliver good
and marketable title to other shares of Texfi Common Stock, free and clear of
all Liens, in place of the Pledged Shares on a one for one basis at any time and
from time to time, subject to compliance with all laws, rules and regulations
applicable to Xxxxxxxxxx, and such shares shall be deemed to replace the Pledged
Shares to the extent of such shares, with the Purchaser's releasing any such
Pledged Shares for which the Purchaser has accepted substituted shares.
Simultaneously with the elimination of the Pledge and in any event no later than
the Release Date, Xxxxxxxxxx shall deliver the stock certificates representing
the Pledged Shares to the Purchaser and, at such time, shall transfer the
Pledged Shares to the Purchaser so that the Purchaser shall have good and
marketable title to the Pledged Shares, free and clear of all Liens.
(b) Xxxxxxxxxx does hereby agree that the Purchaser shall be
entitled to all dividends and other distributions on the Pledged Shares and to
the voting rights of the Pledged Shares from the Closing until good and
marketable title to the Pledged Shares, free and clear of all Liens, are
delivered to the Purchaser as provided above. Any and all dividends and other
distributions related to the Pledged Shares shall be promptly delivered to the
Purchaser, free and clear of all Liens, and Xxxxxxxxxx, by this Agreement, does
hereby direct Texfi to make all such dividends and distributions with respect to
the Pledged Shares directly to the Purchaser. In the event the Pledged Shares
are converted into other stock, securities or property (including, but not
limited to, cash) pursuant to any action or transaction and such stock,
securities or property remain subject to the Pledge, such stock, securities or
property shall be deemed to be Pledged Shares hereunder.
(c) Xxxxxxxxxx shall deliver an irrevocable proxy in substantially
the form of EXHIBIT A hereto to the Purchaser at the Closing.
(d) If for any reason, at any time, (i) the Purchaser shall not be
fully entitled both to all distributions on the Pledged Shares and the vote of
the Pledged Shares or (ii) Xxxxxxxxxx should not be the sole owner and holder of
the Pledged Shares, subject only to the Pledge, or (iii) Xxxxxxxxxx shall not be
the registered owner of the Pledged Shares on the books and records of Texfi or
its transfer agent, or (iv) Xxxxxxxxxx shall fail to deliver the Pledged Shares
as provided above, Xxxxxxxxxx shall immediately be deemed to have defaulted
hereunder, shall be obligated to deliver good and marketable title to the
Pledged Shares, free and clear of all Liens, to the Purchaser and shall be
subject to all remedies at law or at equity that may be available to the
Purchaser for Xxxxxxxxxx'x breach of this Agreement.
1.6 Personal Guaranty. Xxxxxx hereby, irrevocably and
unconditionally, guarantees the delivery by Xxxxxxxxxx of good and marketable
title to the Pledged Shares, free and clear of all Liens, at the date that such
Pledged Shares must be so delivered by Xxxxxxxxxx to the Purchaser as provided
in the foregoing Section, whether on the Release Date or pursuant to a default
as provided therein, and agrees that he shall be obligated to deliver to the
Purchaser a number of shares of Texfi Common Stock equal
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to the number of Pledged Shares at such time to the extent Xxxxxxxxxx fails to
deliver such Pledged Shares. The liability of Xxxxxx under this Section 1.6
shall be absolute and unconditional in accordance with its terms and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including but not limited to any amendments,
modifications or waivers with respect to Xxxxxxxxxx'x obligations hereunder and
any bankruptcy or other proceedings affecting Xxxxxxxxxx. Xxxxxx hereby
irrevocably waives acceptance hereof, presentment, demand, protest and any
notice, as well as any requirement that at any time any action be taken by the
Purchaser against Xxxxxxxxxx, and hereby agrees that action may be taken against
Xxxxxx or Xxxxxxxxxx or both hereunder, including but not limited to any action
against Xxxxxx to enforce the Purchaser's rights hereunder relative to Xxxxxx
without taking any action against Xxxxxxxxxx.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF XXXXXX
Xxxxxx hereby represents and warrants to the Purchaser as follows:
2.1 Legal Status; Title to Shares.
(a) Xxxxxx is an individual residing in the state listed in the
first paragraph.
(b) The Shares owned by Xxxxxx are duly and validly issued and
outstanding and are fully paid and nonassessable. Neither Xxxxxx nor the Shares
owned by Xxxxxx are subject to any arrangement, commitment or agreement, written
or oral, affecting such Shares.
(c) Xxxxxx is the owner of all right, title and interest (legal
and beneficial) in and to the Shares owned by Xxxxxx, free and clear of any
mortgage, pledge, security interest, encumbrance, lien, claim or charge of any
kind, whether voluntary or involuntary, including any conditional sale or other
title retention agreement, and the filing of, or agreement to give, any
financing statement under the Uniform Commercial Code of any jurisdiction
("Liens"). Upon delivery of the certificate representing the Shares to be sold
by Xxxxxx hereunder, good, valid and marketable title to such Shares, free and
clear of all Liens, will be transferred to the Purchaser.
2.2 Power and Authority. Xxxxxx has the full power, capacity and
authority necessary to enter into and perform his obligations under this
Agreement and to consummate the transactions contemplated hereby.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF XXXXXXXXXX
Xxxxxxxxxx hereby represents and warrants to the Purchaser as follows:
3.1 Legal Status; Title to Shares, Options and Pledged Shares.
(a) Xxxxxxxxxx is a corporation duly organized, validly
existing and in good standing under the laws of the state listed in the first
paragraph.
(b) The Shares owned by Xxxxxxxxxx and the Pledged Shares
are duly and validly issued and outstanding and are fully paid and
nonassessable. The Options owned by Xxxxxxxxxx are duly and validly issued and
outstanding. Neither Xxxxxxxxxx nor the Shares or Options owned by Xxxxxxxxxx or
the Pledged Shares are subject to any arrangement, commitment or agreement,
written or oral, affecting the Stock or the Options.
(c) Except for the Pledge, Xxxxxxxxxx is the owner of all
right, title and interest (legal and beneficial) in and to the Shares and
Options owned by Xxxxxxxxxx and the Pledged Shares, free and clear of any Liens.
Upon delivery of the certificates representing the Shares to be sold by
Xxxxxxxxxx and the Pledged Shares, and the option agreement related to the
Options and the Options to be sold by Xxxxxxxxxx hereunder as provided in
Article 1, good, valid and marketable title to such Shares, such Options and the
Pledged Shares, free and clear of all Liens, will be transferred to the
Purchaser.
(d) Attached to this Agreement are true, correct, and
complete copies of the Options and the option agreement with respect to the
Options. The Options are binding and valid obligations of Texfi and there is no
default thereunder. The Options exercise price is $1.25833. The Options are
freely assignable.
3.2 No Violation. The execution, delivery and performance by
Xxxxxxxxxx of this Agreement or any other instrument or document executed and
delivered hereunder by Xxxxxxxxxx: (a) do not conflict with Xxxxxxxxxx'x
Articles of Incorporation or Bylaws, (b) do not violate any law, rule,
regulation or ordinance, or any order or ruling of any court or governmental
entity applicable to Xxxxxxxxxx.
3.3 Power and Authority. Xxxxxxxxxx has the full power, capacity
and authority necessary to enter into and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby.
3.4 Due Authorization; Validity; Enforceability. This Agreement is
hereby duly executed and delivered, and constitutes legal, valid and binding
obligations of Xxxxxxxxxx, enforceable in accordance with its terms, except as
enforcement thereof may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium and other
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similar laws affecting the rights and remedies of creditors, and the effects of
general principles of equity, whether applied by a court of law or equity.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF MENTMORE
Mentmore hereby represents and warrants to the Purchaser as follows:
4.1 Legal Status; Title to Shares.
(a) Mentmore is a corporation duly organized, validly
existing and in good standing under the laws of the state listed in the first
paragraph.
(b) The Options owned by Mentmore are duly and validly
issued and outstanding. Neither Mentmore nor the Options owned by Mentmore are
subject to any arrangement, commitment or agreement, written or oral, affecting
the Options.
(c) Mentmore is the owner of all right, title and
interest (legal and beneficial) in and to the Options owned by Mentmore, free
and clear of any Liens. Upon delivery of the Option Agreement representing the
Options to be sold by Mentmore, good, valid and marketable title to such
Options, free and clear of all Liens, will be transferred to the Purchaser.
(d) Attached to this Agreement are true, correct, and complete
copies of the Options and the option agreement with respect to the Options. The
Options are binding and valid obligations of Texfi and there is no default
thereunder. The Options exercise price is $1.25833. The Options are freely
assignable.
4.2 No Violation. The execution, delivery and performance by
Mentmore of this Agreement or any other instrument or document executed and
delivered hereunder by Mentmore: (a) do not conflict with its Articles of
Incorporation or Bylaws, (b) do not violate any law, rule, regulation or
ordinance, or any order or ruling of any court or governmental entity applicable
to Mentmore.
4.3 Power and Authority. Mentmore has the full power, capacity and
authority necessary to enter into and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby.
4.4 Due Authorization; Validity; Enforceability. This Agreement is
hereby duly executed and delivered, and constitutes legal, valid and binding
obligations of Mentmore, enforceable in accordance with its terms, except as
enforcement thereof may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the rights and
remedies of creditors, and the effects of general principles of equity, whether
applied by a court of law or equity.
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ARTICLE 5
GENERAL PROVISIONS
5.1 Counterparts. This Agreement may be executed in two (2) or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one counterpart has been signed by each party
and delivered to the other party hereto.
5.2 Integration of Agreement. This Agreement supersedes all prior
agreements, oral and written, between the parties hereto with respect to the
subject matter hereof. Neither this Agreement, nor any provision hereof, may be
changed, waived, discharged, supplemented, or terminated orally, but only by an
agreement in writing signed by the party against which the enforcement of such
change, waiver, discharge, or termination is sought.
5.3 Governing Law. This Agreement shall be construed under the
laws of the State of Delaware, United States of America.
5.4 Partial Invalidity. Whenever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision or provisions had never been
contained herein unless the deletion of such provision or provisions would
result in such a material change as to cause completion of the transactions
contemplated hereby to be unreasonable.
5.5 Assignment. This Agreement may be assigned in whole or in part
by the Purchaser at any time and from time to time. This Agreement may not be
assigned by any Seller or by Xxxxxx without the written consent of the Purchaser
and any such Seller or Xxxxxx shall remain liable hereunder after any such
approved assignment.
5.6 Legal Fees. If any party shall bring any legal action or
actions to enforce any provisions of this Agreement, the non-prevailing party
shall be obligated to pay all costs and expenses of such action, including
reasonable legal fees incurred by the prevailing party or parties.
5.7 Facsimile Signatures. Execution and delivery of this
Agreement, or any other agreements to be entered into in connection with this
Agreement, by exchange of facsimile copies bearing the facsimile signature of a
signatory hereto or thereto, as applicable, shall constitute a valid and binding
execution and delivery of this Agreement, or such other agreements, as
applicable, by such signatory. Such facsimile copies shall constitute
enforceable original documents.
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed on its behalf by its duly authorized officer, all as of the day and
year first above written.
PURCHASER:
WHITECROSS LIMITED
By: /s/ X on behalf of
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Name: Premier Management Limited
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Title: Directors
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SELLERS:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
XXXXXXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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MENTMORE HOLDINGS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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XXXXXX:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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SCHEDULE A
Shares and Options Sold under This Agreement
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Seller's Name Number of Shares
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Xxxxxxx X. Xxxxxx 31,471
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Xxxxxxxxxx Corporation 333,400
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Seller's Name Number of Options
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Xxxxxxxxxx Corporation 600,000
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Mentmore Holdings Corporation 600,000
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