EXHIBIT 2(ii)
ADDENDUM AND AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION, DATED AS
OF DECEMBER 23, 1997, BY AND AMONG THE COMPANY, MCSC FREMONT ACQUISITION
CORPORATION (A WHOLLY OWNED SUBSIDIARY OF THE COMPANY), TBS PRINTWARE
CORPORATION AND THE NAMED STOCKHOLDERS OF TBS PRINTWARE CORPORATION.
Amendment to Agreement
December 30, 1997
MIAMI COMPUTER SUPPLY CORPORATION
0000 XXXXXXXXX XXXXXXX XXXXX
XXXXXX, XXXX 00000
December 30, 1997
VIA FACSIMILE
Xxxx XxXxxxxxx
Xxxxxx Xxxx and
Xxxxxx Xxxxxxx
TBS Printware Corporation
c/o Xxxxx Xxxxx, Esq.
Xxxxx and Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Dear Gentlemen:
This letter serves as an addendum and amendment to the Agreement and Plan
of Reorganization by and among Miami Computer Supply Corporation, MCSC Fremont
Acquisition Corporation, TBS Printware Corporation and Xxxx XxXxxxxxx, Xxxxxx
Xxxx and Xxxxxx Xxxxxxx dated December 23, 1997 (the "Agreement"). The
Agreement is amended as follows:
1. Section 2.3(b) is hereby deleted in its entirety and replaced with the
following language:
"(b) subject to Sections 2.5, 2.6 and 2.7 hereof, all of the issued and
outstanding shares of the common stock, $1.00 par value per share of TBS (the
"TBS Common Stock") issued and outstanding immediately prior to the Effective
Time shall be exchanged for cash or a promissory note (the "Cash Portion") in
the amount of nine hundred ninety-one thousand dollars ($991,000.00) and 210,000
shares (the "New MCSC Shares") of common stock, no par value per share, of MCSC
(the "MCSC Common Stock" or the "Stock Portion") (the Cash Portion set forth
above and the Stock Portion being collectively referred to herein as the
"Purchase Price").
2. Section 2.3(c)(i) is hereby deleted in its entirety and replaced with
the following language:
"The Stockholders shall be entitled to receive additional consideration
(the "Deferred Purchase Price") based on the pre-tax income (as determined by
MCSC's independent auditors pursuant to generally accepted accounting principles
("GAAP")) earned by MFAC during the thirty-three (33) full calendar months
immediately subsequent to the Closing Date (if the Closing Date is within any
month, the first month (the first day of which shall be deemed the "Deferred
Purchase Price Commencement Date") to be used to determine the Deferred Purchase
Price shall be the next full month immediately following the month in which the
Closing Date occurs), as follows:
Amendment to Agreement
December 30, 1997
If MFAC's pre-tax The Stockholders
income is: will receive:
------------- --------------
Greater than $2,000,000 $500,000
But less than $2,500,000
Greater than $2,500,000 $1,200,000
But less than $2,800,000
Greater than $2,800,000 $1,620,000
But less than $3,300,000
Greater than $3,300,000 $1,800,000
But less than $4,000,000
Greater than $4,000,000 $2,200,000
3. In Section 3.1(a), the amount of authorized capital common stock of
TBS is not "one hundred thousand (100,000) shares," but, rather, five hundred
thousand (500,000) shares. Section 3.1(a) is hereby changed accordingly.
These changes are being made in accordance with the wishes you have
expressed in our discussions. By signing below, you agree to this addendum to
and amendment of the Agreement.
Sincerely yours,
Xxxxxxx X. Xxxxxx
Vice President -- Chief Financial Officer
IN WITNESS WHEREOF, MCSC, MFAC, TBS and the Stockholders have caused this
amendment to the Agreement to be duly executed and delivered under seal, by
their respective authorized officers, on the date first above written.
SIGNATURES ON NEXT PAGE
MIAMI COMPUTER SUPPLY CORPORATION
Witness: By:
------------------- ---------------------------
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
Secretary Vice President -- Chief Financial
Officer
MCSC FREMONT ACQUISITION
CORPORATION
Amendment to Agreement
December 30, 1997
Witness: By:
------------------- ---------------------------
Xxxxxxx X. Xxxxxx
President
TBS PRINTWARE CORPORATION
Witness: By:
------------------- ---------------------------
Xxxx XxXxxxxxx Xxxxxx Xxxxxxx
President and Secretary Chief Executive Officer
STOCKHOLDERS:
Witness: By:
------------------- ---------------------------
Xxxxxx Xxxxxxx
Witness: By:
------------------- ---------------------------
Xxxx XxXxxxxxx
Witness: By:
------------------- ---------------------------
Xxxxxx Xxxx
