Exhibit 4
AMENDMENT NO. 1 TO THE
VOTING AGREEMENT
THIS AMENDMENT NO. 1 TO THE VOTING AGREEMENT (this "Amendment No. 1") is
dated as of June 24, 2002, and is entered into by and among Vector Merger Corp.,
a New Jersey corporation ("Merger Sub"), Xxxx Xxxxxx ("JC"), Xxxxxxx Xxxxxxx
("BK"), Xxxxx Xxxxxxxx ("SB") and Xxxxxxxx Xxxxxxx Xxxxxxxx ("CB").
WHEREAS, Merger Sub, BK, SB, JC, Xxxxx Xxxxxx, as Trustee for Xxxxxxx
Xxxxxx Investment Trust d/t/d 12/10/96, Xxxxx Xxxxxx, as Trustee for the Xxxxxx
Xxxxxx Investment Trust d/t/d 12/10/96, Xxxxxxx Xxxxxxx and, for purposes of
Section 9 thereof only, Vestcom International, Inc., have entered into that
certain Voting Agreement, dated as of June 12, 2002 (the "Original Agreement")
(it being understood that capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Original
Agreement); and
WHEREAS, the parties hereto desire to amend certain provisions of the
Original Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. The second recital of the Original Agreement is hereby amended and
restated to read in its entirety as follows:
"As of the date hereof, the Stockholders are the record and beneficial
owner of an aggregate of 1,822,498 shares of common stock of the Company
(the "Company Common Stock"), no par value per share (the "Existing Shares"
and, together with any shares of Company Common Stock acquired by the
Stockholders after the date hereof, whether upon the exercise of warrants,
options or rights, the conversion or exchange of any Existing Shares or
convertible or exchangeable securities or by means of purchase, dividend,
distribution or otherwise, the "Subject Shares")."
2. Schedule 2(c) to the Original Agreement is hereby amended and restated
to read in its entirety as follows:
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Existing Shares Owned by Options Owned by
Name of Stockholder Stockholder Stockholder
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Xxxx Xxxxxx 1,346,498 0
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Xxxxx Xxxxxx, as Trustee for
Xxxxxxx Xxxxxx Investment Trust d/t/d/ 12/10/96 100,000 0
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Xxxxx Xxxxxx, as Trustee for
Xxxxxx Xxxxxx Investment Trust d/t/d/ 12/10/96 100,000 0
------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx 70,500 195,000
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Xxxxx Xxxxxxxx 102,500 70,000
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Xxxxxxxx Xxxxxxxx 90,000 0
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Xxxxxxx Xxxxxxx 13,000 70,000
------ ------
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Total 1,822,498 335,000
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3. CB hereby agrees that upon execution of this Amendment No. 1, CB shall
become a party to the Agreement and shall be fully bound by, and subject to, all
the covenants, terms and conditions of this Agreement as though an original
party thereto and shall be deemed a Stockholder for all purposes thereof. In
addition, CB hereby agrees that all shares of Company Common Stock held by CB
shall be deemed Subject Shares for all purposes of this Agreement.
4. Except as expressly set forth herein, the terms of the Original
Agreement shall remain in full force and effect.
5. Merger Sub and BK hereby agree that they shall execute and deliver such
other documents and take such other actions as the other party may reasonably
request to amend the Contribution Agreement, dated as of June 12, 2002, by and
among Vector Investment Holdings, Inc. ("Parent"), Merger Sub, Cornerstone
Equity Investors IV, L.P., JC, SB and BK (the "Contribution Agreement") in order
to reflect (a) the reduced number (and corresponding value) of the Company
Common Stock to be contributed by BK to Parent and (b) the reduced value of the
Parent Common Stock (as defined in the Contribution Agreement) and the Parent
Series B Preferred Stock (as defined in the Contribution Agreement) to be issued
to BK in exchange for the BK Contribution (as defined in the Contribution
Agreement) by Parent immediately following the consummation of the Merger
pursuant to the Contribution Agreement (75% of such reduced value shall be
allocated to Parent Series B Preferred Stock and 25% of such reduced value shall
be allocated to Parent Common Stock).
6. This Amendment No. 1 may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other party. Copies of executed counterparts transmitted by
telecopy, telefax or other electronic transmission service shall be considered
original executed counterparts for purposes of this Amendment No. 1, provided
receipt of copies of such counterparts is confirmed.
* * * * * * *
2
IN WITNESS WHEREOF, this Amendment No. 1 to the Voting Agreement has been
signed by or on behalf of each of the parties as of the day first above written.
VECTOR MERGER CORP.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Secretary
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxx Xxxxxxxx
