Exhibit 7.4
THE SHARES OF COMMON STOCK SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY OTHER
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS
REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. TRANSFER OF SUCH SHARES IS ALSO RESTRICTED BY THE TERMS OF THIS
AGREEMENT AND BY THE TERMS OF THE VOTING AGREEMENT WITH VICAR RECAP, INC.
EXCHANGE AND SUBSCRIPTION AGREEMENT
This EXCHANGE AND SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of
March 30, 2000, is entered into by and between Xxxxxx X. Xxxxx, an individual
(the "Investor"), and Vicar Recap, Inc., a Delaware corporation (the
"Company").
WHEREAS, Investor is currently a stockholder in Veterinary Centers of
America, Inc., a Delaware corporation ("VCA"), and is the owner of the number
of shares set forth opposite Investor's name under the caption "Rollover
Shares" in Schedule 1 attached hereto (the "Rollover Shares").
WHEREAS, in connection with that certain Agreement and Plan of Merger,
dated contemporaneously herewith (the "Merger Agreement"), by and among the
Company, VCA, and Vicar Operating, Inc., a Delaware corporation and a wholly
owned subsidiary of the Company ("Operating Company"), VCA, prior to the
Merger, shall contribute all of its assets, properties, business operations,
and liabilities to Operating Company, following which Company shall merge with
and into VCA, with VCA as the surviving corporation (the "Merger").
WHEREAS, subject to the terms and conditions in this Agreement, Investor
desires to contribute the Rollover Shares in exchange (the "Exchange") for
newly issued shares of capital stock of the Company (the "Shares"), in the
amounts set forth under the caption "Common Exchange Shares" in Schedule 1
attached hereto.
NOW, THEREFORE, in order to implement the foregoing and in consideration of
the mutual representations, warranties, covenants and agreements contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows.
1. Contribution of the Rollover Shares.
1.1. Contribution of the Rollover Shares in Subscription for the
Shares. On the terms and conditions set forth herein, Investor agrees to
subscribe for and the Company agrees to issue to Investor the Shares of the
Company set forth under the caption "Common Exchange Shares" in Schedule 1
in exchange for the Rollover Shares set forth in Schedule 1.
1.2. Closing. The closing (the "Closing") of the Exchange shall occur
immediately prior to the closing of the Merger; provided that the Company
shall provide at least three (3) business days notice of such time and date
to Investor. The Closing shall take place at the offices of Troop Xxxxxxx
Pasich Reddick and Xxxxx, LLP 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000 or such other place determined by the parties.
1.3. Failure to Consummate the Merger. In the event that after the
contribution and exchange of the Shares for the Rollover Shares as set
forth in Section 1.1, the Merger fails to be consummated for any reason
whatsoever and the Merger Agreement is terminated, the parties hereto agree
that concurrently with the termination of the Merger Agreement, regardless
of the price at which the common stock of VCA is quoted to be at that time
on NASDAQ or any other national securities exchange on which the common
stock of
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VCA is listed, the Company shall return to Investor the Rollover Shares and
Investor shall return to the Company the Shares of the Company.
1.4. Conditions to Closing. The Closing of the Exchange shall be subject
to the following conditions unless waived in writing by the parties hereto:
(a) Merger Agreement Conditions. The conditions to the Merger
Agreement shall have been satisfied or waived and the parties to the
Merger Agreement shall have represented that they intend to consummate
the Merger upon consummation of the Exchange.
(b) Representations and Warranties. All representations and
warranties in this Agreement by Investor and the Company shall be true
and correct in all material respects on the date when made and on and
as of the Closing date with the same effect as if made on and as of the
Closing date.
(c) Covenants and Agreements. Investor and the Company shall have
performed or complied in all material respects with all covenants and
conditions contained in this Agreement or in any agreement, certificate
or instrument to be executed pursuant hereto which are required to be
performed or complied with at or prior to the Closing.
(d) Stockholders Agreement. The parties to the Stockholders
Agreement of the Company shall have executed and delivered such.
1.5. Company Deliveries. At the Closing, the Company shall deliver to
Investor stock certificates representing the Shares to be received by
Investor.
1.6. Investor Deliveries. At the Closing, Investor shall deliver to the
Company the following:
(a) an executed Investment Qualification Questionnaire in the form
attached hereto; and
(b) certificate(s) evidencing the Rollover Shares together with duly
executed stock powers thereof.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to Investor as follows.
2.1. Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware,
having full power and authority to own its properties and to carry on its
business as conducted.
2.2. Authority. The Company has the requisite corporate power and
authority to deliver this Agreement, perform its obligations herein, and
consummate the transactions contemplated hereby. The Company has duly
executed and delivered this Agreement. This Agreement is a valid, legal and
binding obligation of the Company enforceable against the Company in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and subject to general
principles of equity (regardless of whether such enforcement is considered
in a proceeding at law or at equity).
2.3. Shares Duly Authorized. All of the Shares to be issued to Investor
pursuant to this Agreement, when issued and delivered in accordance with
the terms of this Agreement, will be duly authorized, validly issued, fully
paid and non-assessable.
3. Representations and Warranties of the Investor. Investor hereby
represents and warrants to the Company as follows.
3.1. Organization. Investor, if an entity, is duly organized, validly
existing and in good standing under the laws of the state of its
incorporation or organization, having full power and authority to own its
properties and to carry on its business as conducted. Investor, if a
natural person, is of legal age, competent to enter into a contractual
obligation, and a citizen of the United States of America. The principal
place of business or principal residence of Investor is as shown on the
signature page of this Agreement.
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3.2. Ownership of the Rollover Shares. Investor is the sole record and
beneficial owner of the Rollover Shares set forth opposite Investor's name
in Schedule 1 hereto, free and clear of any claim, lien, security interest,
mortgage, deed of trust, pledge, charge, conditional sale or other title
retention agreement, lease, preemptive right, right of first refusal,
option, restriction, tenancy, easement, license or other encumbrance of any
kind. Neither Investor nor any of its affiliates is a party to, or bound
by, any arrangement, agreement, instrument or order (i) relating to the
sale, repurchase, assignment, or other transfer of any capital stock or
equity securities of VCA, (ii) relating to the receipt of dividends, proxy
rights, or voting rights of any capital stock or other equity securities of
VCA, or (iii) relating to rights to registration under the Securities Act
of 1933 or the Securities Exchange Act of 1934 of any capital stock or
equity securities of VCA.
3.3. Authority. Investor has the requisite power and authority to
deliver this Agreement, perform Investor's obligations herein, and
consummate the transactions contemplated hereby. Investor has duly executed
and delivered this Agreement and has obtained the necessary authorization
to execute and deliver this Agreement and to perform Investor's obligations
herein and to consummate the transactions contemplated hereby. This
Agreement is a valid, legal and binding obligation of Investor enforceable
against Investor in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforcement is considered in a proceeding at law or at equity).
3.4. Investor Intent. Unless Investor is acting in a fiduciary capacity
as provided in Section 3.5 below, Investor is acquiring the Shares for
Investor's own account as principal, for investment purposes only, not for
any other person or entity and not for the purpose of resale or
distribution.
3.5. Fiduciary Capacity. If Investor is subscribing for the Shares from
the Company in a fiduciary capacity, Investor makes these representations
and warranties on behalf of the person(s) or entity(ies) for whom Investor
will contribute and exchange the Rollover Shares for the Company's Shares.
3.6. Financial Status. Investor, alone or together with its Purchase
Representative (as defined in Rule 501(h) of Regulation D), if applicable,
has such knowledge and experience in financial and business matters as will
enable Investor to evaluate the merits and risks of an investment in the
Company. Investor, if a natural person, has adequate means of providing for
his or her current financial needs and personal contingencies, and has no
need for liquidity in the investment in the Shares, understands that he or
she may not be able to liquidate his or her investment in the Company in an
emergency, if at all, and can afford a complete loss of the investment.
3.7. Accredited Investor or Purchaser Representative. Investor (alone or
acting together with a Purchaser Representative) is an Accredited Investor,
as defined by Rule 501 of Regulation D of the Securities Act. If Investor
is a natural person, (i) Investor's individual net worth or joint net worth
with Investor's spouse at the time of the execution of this Agreement is in
excess of $1,000,000; or (ii) Investor had an individual income in excess
of $200,000 in each of the two (2) most recent years or joint income with
Investor's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current
year.
3.8. No General Solicitation. Investor has received no general
solicitation or general advertisement in connection with the Exchange or an
investment in the Company. Investor has received no other representations
or warranties from the Company or any other person acting on behalf of the
Company, other than those contained in this Agreement.
3.9. Accuracy of Information. As of the date hereof and as of the
Closing, the representations and warranties of Investor contained herein
and all information provided by Investor to the Company concerning
Investor, its financial position and its knowledge of financial and
business matters including, but not limited to, the information set forth
in the Investment Qualification Questionnaire, is correct and complete, and
if
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there should be any changes in that information prior to Investor receiving
the Shares, Investor will immediately provide the Company with the correct
information.
4. Agreements and Acknowledgements of Each Investor. Investor hereby agrees
and acknowledges to the Company as follows.
4.1. No Registration. Investor understands that the Shares being
acquired by Investor have not been registered under the Securities Act, in
reliance on an exemption therefrom for transactions not involving any
public offering, that such Shares have not been approved or disapproved by
the Securities and Exchange Commission or by any other federal or state
agency, and that no such agency has passed on the accuracy or adequacy of
disclosures made to Investor by the Company. No federal or state
governmental agency has passed on or made any recommendation or endorsement
of the Shares or an investment in the Company.
4.2. Limitations on Disposition and Resale. Investor understands that
the Shares cannot be sold, transferred or otherwise disposed of unless the
Shares have been registered by the Company pursuant to the Securities Act
of 1933 and any applicable state securities laws, unless an exemption
therefrom is available. Investor understands that it may not be possible
for Investor to liquidate the investment in the Company; and Investor
agrees not to sell, transfer or otherwise dispose of the Shares unless the
Shares have been so registered or an exemption from the requirement of
registration is available under the Securities Act of 1933 and any
applicable state securities laws. Investor recognizes that there will not
be any public trading market for the Shares and, as a result, Investor may
be unable to sell or dispose of its interest in the Company.
4.3. Newly Formed Entity. Investor recognizes that the Company was only
recently formed and, accordingly, has no financial or operating history and
that the investment in the Company is extremely speculative and involves a
high degree of risk.
4.4. Compliance with Agreement. Investor agrees to execute any and all
further documents necessary to become a stockholder of the Company.
Investor agrees to execute and deliver any and all further documents and
writings, and to perform such other actions, as may be or become reasonably
necessary or expedient to effect and carry out the terms of this Agreement.
4.5. Irrevocable Subscription and Cancellation. Each of Investor and the
Company understands that this subscription is irrevocable, except as
expressly provided herein or otherwise provided in any applicable federal
or state law governing this Agreement and the transactions contemplated
herein.
4.6. Purchaser Representative. If Investor used or will use the services
of a Purchaser Representative in connection with the Exchange, such
Purchaser Representative has disclosed or will disclose, by submitting to
the Company a Purchaser Representative Questionnaire in the form given
Investor by the Company, any material relationship which now exists between
each Purchaser Representative or its affiliates and the Company and its
affiliates, or which is mutually understood to be contemplated, or which
has existed at any time during the previous two (2) years, and further
setting forth any compensation received or to be received as a result of
such relationship.
5. Attorney's Fees. In the event of any litigation or other legal
proceeding involving the interpretation of this Agreement or enforcement of
the rights or obligations of the parties hereto, the prevailing party or
parties shall be entitled to recover reasonable attorney's fees and costs as
determined by a court or other adjudicator.
6. Governing Law. This Agreement is governed by and shall be construed in
accordance with the law of the State of Delaware, excluding any conflict-of-
laws rule or principle that might refer the governance or construction of this
Agreement to the law of another jurisdiction. If any provision of this
Agreement or the application thereof to any person or circumstance is held
invalid or unenforceable to any extent, the remainder of this Agreement and
the application of that provision to other persons or circumstances is not
affected thereby, and that provision shall be enforced to the greater extent
permitted by law.
7. Assignment. Investor shall have neither the right nor the power to
assign or delegate any provision of this Agreement except (i) to any existing
stockholder of VCA who is also employed as part of the management
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thereof who agrees in writing to subscribe to all or some of the shares of the
Company on the same terms and conditions as provided herein as if it were a
signatory hereto, provided, however, that such shares shall qualify for
recapitalization accounting treatment in the Merger, and such assignment shall
not materially adversely affect Recapitalization (as defined in the Merger
Agreement), or (ii) with the prior written consent of the Company. Except as
provided in the preceding sentence, this Agreement shall be binding upon and
shall inure to the benefit of the parties' respective successors, assigns,
executors and administrators.
8. Counterparts. This Agreement may be executed in separate counterparts,
each of which shall be deemed an original and both of which shall constitute
one and the same document.
9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may
be amended only in a writing executed by the party to be bound thereby.
10. Termination of Agreement. This Agreement may be terminated: (i) by the
mutual written consent of the parties hereto; (ii) by the Company or Investor
if a condition set forth in Section 1.4 hereof is not satisfied or otherwise
waived by the parties hereto; or (iii) by either party if the Merger Agreement
is terminated for any reason whatsoever.
11. Further Assurances. Subject to the terms and conditions provided
herein, each party hereto agrees to use all commercially reasonable efforts to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable, whether under applicable laws and
regulations or otherwise, in order to consummate and make effective the
transactions contemplated by this Agreement.
[The remainder of this page is blank]
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IN WITNESS WHEREOF, the parties have hereby executed this Exchange and
Subscription Agreement as of the date set forth above.
INDIVIDUAL INVESTOR
Xxxxxx Xxxxx
-------------------------------------
Name (Print or Type)
/s/ Xxxxxx Xxxxx
-------------------------------------
Signature
_____________________________________
Signature of Spouse
00000 Xxxx Xxxxxxx Xxxxxxxxx
-------------------------------------
(Street Address)
Xxx Xxxxxxx, XX 00000
-------------------------------------
(City and State) (Zip
Code)
(000) 000-0000
-------------------------------------
Telephone Number
_____________________________________
Social Security Number or
Taxpayer Identification Number
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ACCEPTANCE
The foregoing subscription is hereby accepted, subject to the terms and
conditions hereof, as of the date set forth above.
VICAR RECAP, INC.
a Delaware corporation
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: President
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SCHEDULE 1
Common
Investor Aggregate Value Rollover Shares Exchange Shares
-------- --------------- --------------- ---------------
Xxxxxx X. Xxxxx................. $2,000,000 133,333 133,333
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CONFIDENTIAL INVESTMENT QUALIFICATION QUESTIONNAIRE
VICAR RECAP, INC.
A Delaware Corporation
SPECIAL INSTRUCTIONS
In order to establish the availability under federal and state securities
laws of an exemption from registration or qualification requirements for the
proposed Exchange, you are required to represent and warrant, and by executing
and delivering this questionnaire will be deemed to have represented and
warranted, that the information stated herein is true, accurate and complete
to the best of your knowledge and belief, and may be relied on by the Company.
Further, by executing and delivering this questionnaire you agree to notify
the Company and supply corrective information promptly if, prior to the
consummation of your exchange of the Rollover Shares for the Shares, any such
information becomes inaccurate or incomplete. Your execution of this
questionnaire does not constitute any indication of your intent to subscribe
for the Shares.
A subscriber who is a natural person must complete each Question except for
2 and 5.
A subscriber that is an entity other than a trust must complete each
Question except for 3 and 5.
A subscriber that is a trust must complete each Question except for 3.
GENERAL INFORMATION
1. All Subscribers.
a. Name(s) of prospective investor(s): __________________________________
b. Address: _____________________________________________________________
c. Telephone Number: ( )________________________________________________
2. Subscribers That Are Entities.
a. Type of entity:
___ Trust
___ Corporation
___ Partnership
Other: ___________________________________________________________
b. State and date of legal formation: ___________________________________
c. Nature of Business: __________________________________________________
d. Was the entity organized for the specific purpose of acquiring the
Shares in this Exchange?
Yes ___ No ___
e. Federal tax identification number: ___________________________________
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3. Subscribers Who Are Individuals.
a. State where registered to vote: ______________________________________
b. Social Security Number: ______________________________________________
c. Please state the subscriber's education and degrees earned: __________
Degree School Year
------ ------ ----
--- --------------------------------------------------- ---
--- --------------------------------------------------- ---
d. Current occupation (if retired, describe last occupation):
Employer: _______________________________________________________________
Nature of Business: _____________________________________________________
Position: _______________________________________________________________
Business Address: _______________________________________________________
Telephone Number: ( )___________________________________________________
4. Accreditation. Does the subscriber satisfy one or more of the following
accredited investor requirements? Contact the Company if none of the following
is applicable.
Investor is:
[_] A natural person whose net worth (or joint net worth with my spouse) is in
excess of $1,000,000 as of the date hereof.
[_] A natural person whose income in the prior two years was, and whose income
in the current year is reasonably expected to be in excess of $200,000 or
whose joint income with my spouse in the prior two years was, and is
reasonably expected to be in the current year in excess of $300,000.
[_] A director or executive officer of VICAR Recap, Inc.
[_] A trust with total assets in excess of $5,000,000, not formed for the
specific purpose of investing in the Shares of VICAR Recap, Inc., whose
purchases are directed by a sophisticated person, who has such knowledge
and experience in financial and business matters that he or she is capable
of evaluating the merits and risks of an investment in the Shares of VICAR
Recap, Inc.
[_] A "bank", "savings and loan association", or "insurance company" as defined
in the Securities Act of 1933.
[_] A broker/dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
[_] An investment company registered under, or a "business development company"
as defined in Section 2(a)(48) of the Investment Company Act of 1940.
[_] A Small Business Investment Company licensed by the U.S. Small Business
Administration under the Small Business Investment Act of 1958.
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[_] A plan established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees and having total assets in excess of
$5,000,000.
[_] An "employee benefit plan" as defined in the Employee Retirement Income
Security Act of 1974 (a "Plan") which has total assets in excess of
$5,000,000.
[_] A Plan whose investment decisions, including the decision to subscribe for
the Shares of VICAR Recap, Inc., are made solely by (i) a "plan fiduciary"
as defined in Section 3(21) of the Employee Retirement Income Security Act
of 1974, which includes a bank, a savings and loan association, an
insurance company or a registered investment adviser, or (ii) an
"accredited investor" as defined under Rule 501(a) of the Securities Act of
1933.
[_] A private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
[_] Any organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business Trust, or partnership,
not formed for the specific purpose of investing in the Shares and having
total assets in excess of $5,000,000.
[_] Any entity in which all of the equity owners meet one of the above
descriptions.
5. Trusts.
Does the trust meet the following tests:
a. Has total assets in excess of $5,000,000?
Yes ___ No ___
b. Was formed for the purpose of the investment in the Shares in this
Exchange?
Yes ___ No ___
c. Are the purchases by the Trust directed by a sophisticated investor
who, alone or with his or her subscriber representative, understands the
merits and risks of the investment in the Shares?
Yes ___ No ___
[The remainder of this page is blank]
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INDIVIDUAL(S) SIGN HERE:
_____________________________________
(Signature)
_____________________________________
(Print Name)
_____________________________________
(Address)
Social Security Number: _____________
Spouse of Subscriber:
_____________________________________
(Signature)
ORGANIZATIONS SIGN HERE:
_____________________________________
(Print Name of Organization)
By: _________________________________
(Signature)
_____________________________________
(Print Name and Title)
_____________________________________
(Address)
Federal ID Number: __________________
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CONFIDENTIAL PURCHASER REPRESENTATIVE QUESTIONNAIRE
VICAR RECAP, INC.
A Delaware Corporation
1. Has the subscriber relied on the advice of a Purchaser Representative in
connection with evaluating the merits and risks of the Purchase of the Shares
in the Exchange?
Yes ___ No ___
If yes, please give the name, address and telephone number of the person
who is acting as the Purchaser Representative.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
Telephone number: ( ) _____________________________________________________
2. How often does the subscriber invest in securities?
Often Occasionally Never
3. Please list below the subscriber's most recent investments (up to
three):
Name of Amount of
Investment Investment
---------- ----------
----
----
----
4. Does the subscriber, either alone or together with its Purchaser
Representative identified above, have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Shares in the Exchange?
Yes ___ No ___
5. Does the subscriber, either alone by reason of its business or financial
experience or together with its Purchaser Representative, have the capacity to
protect its own interests in connection with the contribution of the Rollover
Shares in exchange for the Shares in the Exchange?
Yes ___ No ___
6. Is the subscriber (or the trust beneficiary for which it is the
fiduciary) able to bear the economic risk of the Investment, including a
complete loss of the investment in the Shares?
Yes ___ No ___
7. Does the subscriber have any other investments or contingent liabilities
which could cause the need for sudden cash requirements in excess of cash
readily available to the subscriber?
Yes ___ No ___
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If Yes, explain:
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8. Does the subscriber have a net worth or joint net worth with his or her
spouse which is at least five times as great as the fair market value of the
Shares subscribed for in the Exchange?
Yes ___ No ___
9. If 25% or more of the subscriber's total assets are represented by
investments in the subscriber's own company or real estate, are all
liabilities associated with them included as personal liabilities?
Yes ___ No ___
If No, what is the dollar amount of each such liability?
10. Has the subscriber ever been subject to bankruptcy, reorganization or
debt restructuring?
Yes ___ No ___
If Yes, provide details:
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11. Is the subscriber involved in any litigation which, if an adverse
decision occurred, would adversely affect the subscriber's financial
condition?
Yes ___ No ___
If Yes, provide details:
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----------------------------------------------------------------------------
----------------------------------------------------------------------------
12. Does the subscriber confirm that neither the subscriber nor the
subscriber's broker nor Purchaser Representative became aware of or was
introduced to the Company by means of any general advertisement?
Yes ___ No ___
13. Does the subscriber confirm that the foregoing statements are complete
and accurate to the best of its knowledge and belief, and that it undertakes
to notify the Company regarding any material change in the information set
forth above prior to the Closing of the Exchange?
Yes ___ No ___
[The remainder of this page is blank]
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INDIVIDUAL(S) SIGN HERE:
_____________________________________
(Signature)
_____________________________________
(Print Name)
_____________________________________
(Address)
Social Security Number: _____________
Spouse of Subscriber:
_____________________________________
(Signature)
ORGANIZATIONS SIGN HERE:
_____________________________________
(Print Name of Organization)
By: _________________________________
(Signature)
_____________________________________
(Print Name and Title)
_____________________________________
(Address)
Federal ID Number: __________________
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