EXHIBIT 10.20
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is entered into as of this
23rd day of May, 1997, among Anicom, Inc., a Delaware corporation (the
"Company"), Xxxxx X. Xxxxxxx ("Anixter") and each of the persons listed on the
signature page hereto under the caption "Purchasers" (collectively, the
"Purchasers").
RECITALS
The Company and the Purchasers have entered into that certain Stock
Purchase Agreement (as amended from time to time, the "Stock Purchase
Agreement"), dated May 20, 1997, pursuant to which the Company has agreed to
sell, and the Purchasers have agreed to purchase, in the aggregate, 27,000
shares (the "Covered Shares") of Series A Convertible Preferred Stock, par value
of $.01 per share (the "Preferred Stock"), which shall be convertible into a
number of shares of Anicom's common stock, par value of $.001 per share (the
"Common Stock") (as converted, the "Conversion Shares"), in accordance with the
terms of the Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock of Anicom, Inc. (the "Certificate of Designations")
and except as otherwise provided hereunder. The purchase price for the Preferred
Stock is $1,000.00 per share.
As a condition to the obligations set forth in the Stock Purchase
Agreement, each of the parties hereto has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company, Anixter and the
Purchasers agree as follows:
1. Tag-Along Rights.
1.1 Right to Sell Proportionate Number of Shares of Common Stock. Anixter
agrees that, if he shall receive and determine to accept any bona fide written
offer (a "Notice of Offer") from a Buyer to purchase or otherwise acquire for
value, in one transaction or a series of related transactions, shares of Common
Stock (the "Offer Shares") beneficially owned by him and representing 20% or
more of all of the then issued and outstanding Common Stock of the Company
beneficially owned by Anixter, each of the Purchasers shall have the right to
participate in such transaction in the manner set forth in this Agreement. The
term "Buyer", as used herein, means a person or entity, other than Anixter or
any other person or entity directly or indirectly controlling, controlled by or
under direct or indirect common control with Anixter, that has offered to
purchase or otherwise acquire for value shares of Common Stock of the Company
(other than in connection with a registered public offering).
1.2 Notifications. Anixter shall, promptly after his receipt of a Notice of
Offer (and in any event not later than 10 days after such receipt), send a copy
thereof to the Company
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and to each of the Purchasers. The delivery of such Notice of Offer shall be
effected not less than 60 days prior to the closing of such proposed sale or
other acquisition. Upon receipt of a Notice of Offer, each Purchaser shall have
30 days to deliver a written notice of its election to participate in such sale
or other acquisition and of the number of its Covered Shares to be included in
such sale or other acquisition, which Covered Shares shall be converted into
Conversion Shares, subject to and effective upon the closing of such sale or
other acquisition; provided, however, that such number of Conversion Shares to
be included shall not exceed the number determined in Section 1.3 below. If such
written notice of election is not received from a Purchaser within the 30-day
period specified above, Anixter shall have the right to sell or otherwise
transfer the aforesaid Common Stock to the Buyer without any participation by
such Purchaser, but only (a) on the terms and conditions stated in the Notice of
Offer and (b) if the sale or other transfer is consummated not later than 60
days after the end of the aforesaid 60-day period.
1.3 Selling a Proportionate Number of Shares of Common Stock. Each
Purchaser shall have the right to sell or transfer, pursuant to the Notice of
Offer, Conversion Shares representing the same percentage of the Conversion
Shares into which all Covered Shares owned by such Purchaser are then
convertible as the Offer Shares are of all shares of Common Stock then
beneficially owned by Anixter. In the event the number of Conversion Shares for
which Purchasers elect to exercise such right, along with the Offer Shares and
any other shares of the Company to be sold or transferred by other shareholders
of the Company pursuant to any similar rights granted to such other shareholders
prior to the date hereof, exceed the number of shares which the Buyer is willing
to purchase, the number of shares to be sold or transferred to the Buyer by each
transferor shall be reduced so that each transferor is entitled to sell or
transfer the same percentage of its shares as each other transferor.
1.4 Purchase Price of Covered Shares. The purchase price for each
Conversion Share ("Purchase Price") of the Purchasers under this Agreement and
the terms of the purchase or other acquisition thereof shall be the same as are
applicable to the purchase or other acquisition of each share of Common Stock of
Anixter and shall be as set forth in such Notice of Offer; provided, however,
that the Purchasers shall not be required to provide any representation,
warranty or other undertaking other than with respect to their ownership of, and
authority to sell or transfer, such Conversion Shares free of any liens or
encumbrances.
1.5 Closing of Sale. Each Purchaser in respect of a Notice of Offer shall
deliver to the Buyer in respect of such Notice of Offer, against payment of the
total purchase price for the Covered Shares to be purchased (at the price per
share specified above in Section 1.4), on the closing date specified in such
Notice of Offer, a certificate or certificates representing the number of such
Covered Shares which it has elected to sell pursuant to this Agreement, together
with appropriate instruments of transfer duly endorsed in blank.
2. Entire Agreement. This Agreement and the other documents referenced
herein contain the entire agreement between the parties with respect to the
subject matter hereof and supersede any and all prior arrangements and
understandings, both written and oral, with respect thereto.
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3. Severability. It is the desire and intent of the parties that the
provisions of this Agreement be enforced to the fullest extent permissible under
the law and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, in the event that any provision of this Agreement would be
held in any jurisdiction to be invalid, prohibits or unenforceable for any
reason, such provision, as to such jurisdiction, shall be ineffective, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
4. Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
5. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of Delaware, without giving effect to the
principles of conflict of laws thereof.
6. Counterparts; Effectiveness. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereof and hereto were upon the same instrument. This Agreement
shall become effective when each party hereto shall have received counterparts
hereof signed by all of the other parties hereto.
7. Notice. Whenever a party to this Agreement is required to give notice to
any other party hereunder, such notice shall be given at the address set forth
next to such party's name on the signature page of this Agreement or at such
other address as the parties designate to each by giving notice hereunder, and
such notice shall be made in writing and deemed to have been duly delivered when
(a) delivered by hand (b) one day after upon confirmation of delivery by a
nationally recognized overnight delivery service or (c) three days after sent by
Certified U.S. Mail, return receipt requested. A copy of any such notices
delivered to Anixter or the Company shall also be delivered to:
Xxxxxx Xxxxxx & Zavis
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx, Esq.
[Balance of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
ANICOM, INC. PURCHASERS:
By: /S/ XXXXX X. XXXXXXX XXXXXX, XXXXXXX STRATEGIC PARTNERS
Xxxxx X. Xxxxxxx, Chairman FUND, L.P., its general partner
and Chief Executive Officer
/S/ XXXXX X. XXXXXXX By:/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx,
a general partner
Address: Xxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Xxxxxxxxx Xxx (Xxxx)
with a
copy to: Xxxxxx, Xxxxxx & Xxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
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XXXXXXX US DISCOVERY FUND III, L.P.
By: XXXXXXX US DISCOVERY
PARTNERS, L.P., its
general partner
By: XXXXXXX US DISCOVERY,
LLC, its general partner
By:
Xxxxxx X. Xxxx,
member
Address: 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxx
Xxxxx Xxxxx
Xxxxx Xxxxxxx
With a
copy to: Morgan, Lewis, Bockius, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
XXXXXXX US DISCOVERY OFFSHORE FUND
III, L.P.
By: XXXXXXX US DISCOVERY
PARTNERS, L.P., its
general partner
By: XXXXXXX US DISCOVERY,
LLC, its general partner
By:
Xxxxxx X. Xxxx,
member
Address: 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxx
Xxxxx Xxxxx
Xxxxx Xxxxxxx
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With a
copy to: Morgan, Lewis, Bockius, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
/S/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
/S/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
XXXXX X. XXXXXXXX TESTAMENTARY TRUST
By: /S/ XXXXX X. XXXXXXXX
Its: Trustee
XXXXX XXXXXXXX TRUST
By: /S/ XXXXX X. XXXXXXXX
Its: Trustee
XXXXX XXXXXXXX TRUST
By: /S/ XXXXX X. XXXXXXXX
Its: Trustee
XXXXX XXXXXXXX XX. TRUST
By: /S/ XXXXX XXXXXXXX XX.
Its: Trustee
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XXXXXXX XXXX XXXXXXXX TRUST
By: /S/ XXXXX X. XXXXXXXX
Its: Trustee
In each case, c/o Huizenga Capital
Management
Address: 0000 Xxxx Xxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Xxxx Xxx
With a
copy to: Hlustik, Xxxxxxxx &
Vander Woude
00 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxx Woude
SUMMER HILL PARTNERS, L.P.
By: Summer Hill, Inc., its
general partner
By: /S/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx,
President
SUMMER XXXX X.X. ENTERPRISES LIMITED
PARTNERSHIP
By: Summer Hill, Inc., its
general partner
By: /S/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx,
President
GARFAM INVESTORS LLC
By: /S/ XXXXXX XXXXXXX
Xxxxxx Xxxxxxx, Treasurer
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S. XXXXX XXXXXX
By: /S/ S. XXXXX XXXXXX
Name:
Title:
Address: 0000 X. 00xx Xxx.
Xxxxxxxxx, XX 00000
With a
copy to:
XXXX XXXXXX
By: /S/ XXXX XXXXXX
Name:
Title:
Address: 0000 X. 00xx Xxx.
Xxxxxxxxx, XX 00000
With a
copy to:
XXXX XXXXXX
By: /S/ XXXX XXXXXX
Name:
Title:
Address: 0000 X. 00xx Xxx.
Xxxxxxxxx, XX 00000
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With a
copy to:
KA TRADING
By: /S/ XXX XXXXXXX
Xxx Xxxxxxx
Title:
Address: 0000 Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx
KA MANAGEMENT
By: /S/ XXX XXXXXXX
Xxx Xxxxxxx
Title:
Address: 0000 Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx
With a
copy to:
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XXX XXXXXXXX
By: /S/ XXXXXXXX XXXXXX
Name: Xxxxxxxx Xxxxx
Title: Partner
Address: 00 Xxxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx
With a
copy to:
TRUST INVESTMENTS, INC.
By: /S/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: President
Address: 00 Xxxxxx Xxxx
Xxxxx, XX 00000
Attn: M. Xxxxxxx Xxxxxxx
With a
copy to:
THE LINCOLN FUND, L.P.
By: MATLINS FINANCIAL
CONSULTING, INC., its
general partner
By: /S/ XXXX XXXXXXX
Xxxx Xxxxxxx, President
Address: 0 Xxxx Xxx Xxxxx Xxxxxxx
Xxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
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THE LINCOLN FUND TAX
ADVANTAGE, L.P.
By: MATLINS FINANCIAL
CONSULTING, INC., its
general partner
By: /S/ XXXX XXXXXXX
Xxxx Xxxxxxx,
President
Address: 0 Xxxx Xxx Xxxxx Xxxxxxx
Xxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
THE XXXXXX FUND, L.P.
By: LIGHTHOUSE CAPITAL
MANAGEMENT, L.L.C.
By: /S/ XXXX XXXXXXX
Xxxx Xxxxxxx,
President
Address: 0 Xxxx Xxx Xxxxx Xxxxxxx
Xxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
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