EXHIBIT 10.33
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of April 25, 1997 by and between Erpe Xxxxx Xxxx Vertriebs GmbH, a
corporation organized and existing under the laws of the Republic of Germany
(the "Seller"), and Cambridge Industries, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Purchaser").
RECITALS
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A. Seller owns twenty-five thousand (25,000) shares of Class B Common
Stock (the "Stock") of CE Automotive Trim Systems, Inc., a Michigan corporation
("CEATS"), which represents all of the issued and outstanding Class B Common
Stock CEATS.
B. The Seller desires to sell the Stock to the Purchaser, and the
Purchaser desires to purchase the Stock on the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
contained herein, the parties agree as follows:
1. Sale and Purchase of the Stock. The Seller hereby sells the Stock to
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the Purchaser, and the Purchaser hereby purchases the Stock from the Seller.
2. Purchase Price. The aggregate purchase price for the Stock to be
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purchased by the Purchaser is Twenty-five Thousand United States Dollars
($25,000.00), payable by wire transfer to such bank account as shall be
identified for such purpose in writing by Seller or its counsel.
3. Termination of Joint Venture Agreement. The parties hereto and Empe
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Xxxxx Xxxx GmbH & Co. KG hereby agree that the Joint Venture Agreement dated as
of March 4, 1994 among them (the "Joint Venture Agreement") is hereby terminated
without residual obligation of any party to the others except the
confidentiality obligations of Section 3.5(C) thereof and such other
obligations as are expressly contemplated to survive the termination of the
Joint Venture Agreement; provided, that the dissolution of CEATS shall not be
required in connection with the termination of the Joint Venture Agreement.
4. Representations and Warranties of Seller. Seller hereby represents and
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warrants to the Purchaser that:
(a) The Stock represents all of the issued and outstanding shares of
Class B Common Stock in CEATS;
(b) The Stock is owned solely by the Seller and is free and clear of
any options, liens, claims, charges or other encumbrances; and
Stock Purchase Agreement dated April 25, 1997
Page 1 of 3
(c) The seller has full capacity, power and authority to enter into
this Agreement and to sell the Stock to the Purchaser in
accordance with the terms and conditions of this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. The Purchaser hereby
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represents and warrants to the Seller that the Purchaser has full capacity,
power and authority to enter into this Agreement and to purchase the Stock from
the Seller in accordance with the terms and conditions of this Agreement.
6. MISCELLANEOUS PROVISIONS.
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(a) This Agreement shall be governed by, and construed and enforced
in accordance with the laws of the State of Michigan.
(b) All of the terms contained herein shall survive the consummation
of the transactions contemplated herein, and shall be binding
upon and inure to the benefit of and be enforceable by and
against, the parties hereto and their respective successors,
assigns, legal representatives and estates.
(c) This Agreement and any other documents executed in connection
herewith together constitute the full and entire understanding
and agreement among the parties with respect to the transactions
herein contemplated, and shall supersede all prior understandings
or agreements relating thereto, whether written or oral, all of
which are declared to be null and void and of no further force or
effect.
(d) This Agreement may only be amended or modified, and any of the
terms, conditions, covenants, representations or warranties
contained herein may only be waived, by a written instrument duly
executed by the parties hereto.
(e) This Agreement may be executed in counterparts, each of which
shall be deemed an original. Executed copies may be delivered by
telefacsimile, with original copies sent by airmail.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
STOCK PURCHASE AGREEMENT DATED APRIL 25, 1997
Page 2 of 3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
SELLER:
Erpe Xxxxx Xxxx Vertriebs GmbH,
a German corporation
By: ____________________________
Its: ____________________________
PURCHASER:
Cambridge Industries, Inc.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
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Its: President & Chief Operating Officer
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The undersigned hereby agrees to be
bound by Paragraph 3 above:
Empe Xxxxx Xxxx GmbH & Co. KG,
a German corporation
By: _______________________________
Its: _______________________________
Stock Purchase Agreement dated April 25, 1997
Page 3 of 3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
SELLER:
Erpe Xxxxx Xxxx Vertriebs GmbH,
a German corporation
By: /s/ X. Xxxxxxxx /s/ W. Xxxxxx
X. XXXXXXXX X. XXXXXX
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Its: MANAGING MANAGING
DIRECTOR DIRECTOR
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PURCHASER:
Cambridge Industries, Inc.,
a Michigan corporation
By: ________________________________
Its: ________________________________
The undersigned hereby agrees to
be bound by Paragraph 3 above:
Empe Xxxxx Xxxx GmbH & Co. KG,
a German corporation
By: /s/ X. Xxxxxxxx /s/ W. Xxxxxx
X. XXXXXXXX X. XXXXXX
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Its: MANAGING MANAGING
DIRECTOR DIRECTOR
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Stock Purchase Agreement dated April 25, 1997
Page 3 of 3
ASSIGNMENT SEPARATE FROM CERTIFICATE
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FOR VALUE RECEIVED, Erpe Xxxxx Xxxx Vertriebs GmbH ("Assignor") hereby
assigns, transfers and sets over to Cambridge Industries, Inc. ("Assignee")
twenty-five thousand (25,000) shares (the "Shares") of the issued and
outstanding Class B Common Stock of CE AUTOMOTIVE TRIM SYSTEMS, INC., A Michigan
corporation (the "Corporation"), standing in the name of Assignor on the books
of the Corporation represented by Certificates No. B-1.
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Assignor irrevocably appoints Xxxxxxx X. Xxxxxxxx, President of the
Corporation, as Assignor's attorney-in-fact to transfer the Shares on the books
of the Corporation with full power of substitution.
ASSIGNOR:
Erpe Xxxxx Xxxx Vertriebs GmbH,
a corporation organized and existing under
the laws of the Republic of Germany
/s/ G. Stekmann /s/ X. Xxxxxx
By: G. STEKMANN X. XXXXXX
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MANAGING MANAGING
Its : DIRECTOR DIRECTOR
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RESIGNATION OF DIRECTOR
OF CE AUTOMOTIVE TRIM SYSTEMS, INC.
In connection with the sale by Erpe Xxxxx Xxxx Vertriebs GmbH of
twenty-five thousand (25,000) shares of Class B Common Stock in CE Automotive
Trim Systems, Inc., a Michigan corporation ("CEATS") to Cambridge Industries,
Inc., XXXX XXXXXXXX hereby resigns his position as a Director of CEATS effective
immediately.
Dated:
25 APRIL 1997 /s/ Xx. Xxxx Xxxxxxxx
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Xx. Xxxx Xxxxxxxx
RESIGNATION OF DIRECTOR
OF CE AUTOMOTIVE TRIM SYSTEMS, INC.
In connection with the sale by Erpe Xxxxx Xxxx Vertriebs GmbH of twenty-
five thousand (25,000) shares of Class B Common Stock in CE Automotive Trim
Systems, Inc., a Michigan corporation ("CEATS") to Cambridge Industries, Inc.
XXXXXX XXXXXX hereby resign his position as a Director of CEATS effective
immediately.
Dated:
25 April 1997 /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
