EXHIBIT 4
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), dated and effective as of
the Effective Date (as hereinafter defined), is entered into by and between
Tafazzoli Family Limited Partnership, a Florida limited partnership (the
"Seller"), and WRCF-I 1997 Limited Partnership, a Texas limited partnership, and
RLCF-I 1997 Limited Partnership, a Texas limited partnership (each, a
"Purchaser" and, collectively, the "Purchasers").
W I T N E S S E T H:
WHEREAS, prior to executing and delivering this Agreement, the Seller
and the Purchasers have executed and delivered a Termination Agreement (the
"Termination Agreement") pursuant to Section 15(c) of that certain Voting Trust
Agreement, dated as of January 19, 2000, by and among the Purchasers, WRCF-II
1997 Limited Partnership, a Texas limited partnership, RLCF-II 1997 Limited
Partnership, a Texas limited partnership, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxx
Family Limited Partnership, a Florida limited partnership, Tafazzoli Family
Limited Partnership, a Florida limited partnership, zum Tobel Family Limited
Partnership, a Florida limited partnership, Xxxxx X. Xxxxxxxxx, Xxxxxxxx X.
Xxxxxxx and Xxxx X. Xxxxx, as voting trustee (the "Voting Trust Agreement"); and
WHEREAS, the Purchasers desire to purchase from the Seller, and the
Seller desires to sell to the Purchasers, the number of shares of common stock
(the "Common Stock") of TradeStation Group, Inc., a Florida corporation (the
"Company"), par value $.01 per share, listed under the Seller's name on Schedule
A attached hereto (such shares, collectively, the "Shares") effective as of the
first business day after the effective date of the Termination Agreement (May 1,
2002, the "Effective Date").
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Sale and Purchase of the Shares. On and effective as of the Effective
Date, the Seller hereby sells to each Purchaser, and each Purchaser hereby
purchases from the Seller, fifty percent (50%) of the Shares to be sold by the
Seller as set forth on Schedule A attached hereto. The closing of the purchase
and sale of the Shares shall occur on the Effective Date.
2. Payment for the Shares. Concurrent with the execution and delivery of
this Agreement, each Purchaser is hereby delivering to Bilzin Xxxxxxx Xxxx Xxxxx
Price & Xxxxxxx LLP, as escrow agent (the "Escrow Agent"), by wire transfer to a
trust account designated by Escrow Agent, an amount equal to fifty percent (50%)
of the aggregate purchase prices for all of the Shares being purchased and sold,
as listed on Schedule A attached hereto, as payment in full of the purchase
price for all of the Shares. Escrow Agent shall release the funds deposited in
escrow on the Effective Date in accordance with the terms of the Escrow
Agreement dated as of the effective date of the Termination Agreement among
Escrow Agent, the Purchasers and the Seller and Xxxx X. Xxxxx, as Voting Trustee
(the "Escrow Agreement").
3. Deliveries by Purchaser, Seller and Voting Trustee. Each Purchaser and
the Seller is hereby delivering to the Escrow Agent four (4) manually signed
counterparts of this Agreement. Concurrently with the execution and delivery of
this Agreement, the Seller is hereby delivering to the Escrow Agent (a) if not
already in the possession of Escrow Agent, a voting trust certificate (or
certificates) representing a beneficial interest in at least such number of
shares of Common Stock as equal the Shares to be sold by the Seller, (b) a duly
executed stock power from Xxxx X. Xxxxx, as Voting Trustee (a "Voting Trustee
Stock Power"), in favor of the Seller transferring those shares of Common Stock
that are beneficially owned by the Seller and are represented by stock
certificates registered in the name of Xxxx X. Xxxxx, as Voting Trustee (the
"Stock Certificates") and (c) a duly executed stock power with signature
guaranteed from the Seller (a "Seller Stock Power") in favor of each of the
Purchasers transferring the Shares to be sold by the Seller to each Purchaser.
Concurrently with the execution and delivery of this Agreement, Xxxx X. Xxxxx,
as Voting Trustee, is hereby delivering the Stock Certificates and any voting
trust certificates not already in the possession of the Escrow Agent to the
Escrow Agent. On the Effective Date, Escrow Agent shall cancel the voting trust
certificates deposited in escrow or already in its possession and shall deliver
all of the Voting Trustee Stock Powers, Seller Stock Powers and Stock
Certificates to the Company's transfer agent in accordance with the terms of the
Escrow Agreement.
4. Standstill. The Seller represents and agrees that, for a period of two
(2) years following the Effective Date, neither it nor any of its Affiliates (as
hereinafter defined) will, directly or indirectly, offer, sell, assign,
transfer, encumber, contract to sell, grant any option or warrant to purchase,
solicit or arrange for the solicitation of orders to buy or otherwise directly
or indirectly dispose of any securities of the Company (including, without
limitation, Common Stock, options or warrants to purchase Common Stock or any
other derivative securities) in any manner whatsoever or (ii) enter into any
agreement, arrangement or understanding (or any discussions which might lead to
such agreement, arrangement or understanding) with any person or entity (other
than a Purchaser) regarding any transaction described in clause (i). "Affiliate"
means (A) any person or entity controlled by, controlling or under common
control with the Seller, (B) any director, stockholder, partner, principal or
direct or indirect beneficial owner of the Seller or any person or entity
described in clause (A) or (C) any immediate family member (including, without
limitation, the spouse, children, parents, siblings, parents in-law and siblings
in-law) of any person described in clause (A) or clause (B).
5. Representations and Warranties by Seller. The Seller represents and
warrants the following to each Purchaser in order to induce the Purchasers to
purchase the Shares:
(a) Seller has the power and authority to execute and deliver this
Agreement and to consummate the transactions to be consummated by Seller. The
execution and delivery by Seller of this Agreement and the consummation by
Seller of the transactions contemplated by this Agreement have been duly
authorized by Seller, and no organizational or other action on the part of
Seller or any other person or entity is necessary to authorize the execution and
delivery of this Agreement by Seller or the consummation by Seller of the
transactions contemplated by this Agreement. This Agreement has been properly
and validly executed and delivered by Seller and is a valid, binding and
enforceable agreement of and against Seller.
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(b) Seller has full right, power and authority to transfer the Shares
to be sold by Seller to the Purchasers as contemplated herein, free and clear of
all liens, security interests, charges, claims, pledges, encumbrances and
restrictions and rights and interests of any other party whatsoever and of any
nature (other than restrictions imposed by federal or state securities laws).
(c) The execution and delivery of this Agreement and the performance
and compliance with its terms by Seller will not (i) conflict with, or result in
the breach of, or trigger or accelerate any right or obligation (including
prepayment penalties), or constitute a default or an event of default or an
occurrence, circumstance, act or failure to act that, with the passage of time,
the giving of notice, or both, would become a default, or give rise to any right
of contingent payment, termination, cancellation, acceleration or non-renewal,
or (ii) result in the creation of any liens, charges, rights, claims, interests,
options or other encumbrances, restrictions or limitations of any kind upon the
Shares to be sold by Seller, whether tangible or intangible, under (A) the
Seller's organizational or constituent instruments, if any (including, without
limitation, articles of incorporation, articles of organization, certificate of
limited partnership, bylaws, resolutions of the board of directors or
shareholders, partnership agreement, operating agreement or shareholders
agreement), (B) any contract, understanding, covenant, commitment,
understanding, arrangement, or other agreement or instrument of any kind whether
oral or written, (C) any law, rule, regulation, policy, ruling or other
interpretation, guideline, circular, judgment, order, decree or other directive
or advice of any kind of any governmental or quasi-governmental authority,
agency or instrumentality or (D) any restriction, condition, covenant or
commitment relating to or concerning the Shares to be sold by Seller.
(d) There is no lawsuit, action, complaint, claim, demand, notice,
hearing, arbitration, investigation, inquiry or any other proceeding, at law or
in equity or before any administrative or enforcement agency or body (a
"Lawsuit") pending or threatened, affecting, directly or indirectly, the Shares
to be sold by Seller and Seller does not know of any valid basis for any such
Lawsuit. There is no judgment, order, writ, injunction, decree or other similar
command or directive of any court or federal, state, local or foreign
governmental or quasi-governmental authority, agency or instrumentality that
restricts Seller from consummating the transactions contemplated by this
Agreement.
(e) Seller has sufficient knowledge and experience with the Company
including, without limitation, as a co-founder (or as an entity controlled by a
co-founder) of TradeStation Securities, Inc., a Florida corporation that is
currently the primary operating subsidiary of the Company, and as a former
executive officer and/or director and current significant stockholder of the
Company (or as an entity controlled by a former executive officer and/or
director and current significant stockholder of the Company), so as to be able
to evaluate the risks and merits of consummating the transactions contemplated
by this Agreement.
(f) Seller (and/or Seller's officers, directors, executives, partners
and/or principals who are acting on Seller's behalf) is fully familiar with all
facts and circumstances attendant to Seller's decision to sell the Shares to be
sold by Seller, has reviewed all of the Company's filings with the Securities
Exchange Commission and its recent press releases, has had an opportunity to ask
questions of, and receive answers from, representatives of the
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Company and has available to him or it such information related to the Company
and its business, prospects, affairs and plans as Seller deems necessary and
sufficient to make Seller's decision to sell his or its Shares, and all
investigations, due diligence, and questions have been completed or answered to
Seller's satisfaction.
(g) Seller has (and Seller's officers, directors, executives and/or
principals and Seller's representatives, if any, who are acting on Seller's
behalf have) such knowledge and experience in financial and business matters so
as to be capable of evaluating, alone or together, the merits and risks of
selling his or its Shares.
(h) Seller has reviewed, among other things, the Company's Annual
Report of Form 10-K (and its audited financial statements included therein) for
the fiscal year ended December 31, 2001 and its Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2002 and Seller has also reviewed the
business outlook for the Company for the fiscal year beginning January 1, 2002
as set forth in the Company's Current Report on Form 8-K filed on January 17,
2002. However, Seller specifically understands and agrees that the business
outlook represents only a prediction of future events and is based largely on
current expectations and beliefs concerning future events, occurrences and
circumstances that are subject to substantial risks, uncertainties and change;
accordingly, no assurance can be given that the operating results forecasted
will prove to be accurate and, in fact, the actual operating results of the
Company may prove to be materially different than those forecasted.
(i) Seller has been represented by such business, legal and tax
counsel and advisors and others, each of whom has been personally selected by
Seller, as Seller has found necessary to consult concerning the consummation of
the transactions contemplated by this Agreement, and such representation has
included an examination of all tax, financial and legal aspects of the
transactions contemplated by this Agreement.
6. Acknowledgements by Purchasers. Each Purchaser acknowledges and agrees
that it may not sell, transfer, or otherwise dispose of the Shares unless (a)
such sale, transfer, or other disposition has been registered under the
Securities Act of 1933, as amended (the "Securities Act"), (b) such sale,
transfer, or other disposition is made in conformity with the volume and other
limitations of Rules 144 and 145 or (c) in the opinion of counsel reasonably
acceptable to the Company, such sale, transfer, or other disposition is
otherwise exempt from registration under the Securities Act. Each Purchaser also
acknowledges that, with respect to the certificates representing the Shares
purchased by such Purchaser, each stock certificate representing the Shares
shall bear such legend(s) as the Company might reasonably require from time to
time with respect to the securities laws restrictions on resale.
7. Confidentiality. The Seller agrees that it will not issue any press
release or make any other public disclosure of this Agreement or the contents
hereof or of the transactions contemplated herein without the prior approval of
the Purchasers, which may be withheld in the sole discretion of the Purchasers,
unless such disclosure is required by law. The Purchasers each acknowledge that
the Seller may be required to make disclosure regarding certain terms of this
Agreement under federal or state securities laws. To the extent any such
disclosure is required to be made, the Seller will be permitted to make such
disclosure (including, without limitation, any Schedule 13D or amendment
thereof), but, before taking this step (the making or filing of such disclosure)
the Seller shall (a) consult with the Purchasers and their counsel and (b)
provide the Purchasers and their counsel, for comment, drafts of the
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proposed disclosures, and shall include any additions or changes to such
proposed disclosures requested by the Purchasers or their counsel.
8. Survival of Severance Agreement. Seller (for itself and its
Affiliates) acknowledges and agrees that the terms of the Severance Agreement
dated as of July 20, 2001, between the Company and Seller and the General
Release of all Claims dated as of July 20, 2001 executed by Seller in favor of
the Company shall remain in full force and effect, including, without
limitation, the agreement of Seller's Affiliate that he shall not at any time
directly or indirectly through Affiliates or other persons or entities, or in
concert with any other persons or entities, acquire any shares of Common Stock
or any other security of the Company or its successors or assigns or participate
or assist in the participation of any attempt or act designed to acquire direct
or indirect control of the Company or its successors or assigns.
9. Miscellaneous.
(a) Amendment. This Agreement may be amended only by an instrument in
writing signed by all of the parties hereto.
(b) Survival. All representations and warranties contained herein
shall survive the execution and delivery of this Agreement and the sale and
delivery of the Shares.
(c) Entire Understanding. This Agreement constitutes the entire
understanding among the parties relative to the purchase and sale of the Shares
and supersedes all prior written or oral understandings, agreements, conditions
and representations, if any, relating to the purchase and sale of the Shares.
(d) Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of Florida and together with the rights and
obligations of the parties hereunder shall be construed under and governed by
the laws of such State without regard to the conflict of law provisions thereof.
Each of the parties hereto irrevocably consents to the exclusive jurisdiction
and venue of any federal or state court located within Miami-Dade County in the
State of Florida in connection with any matter based upon or arising out of this
Agreement or the matters contemplated herein, agrees that process may be served
upon them in any manner authorized by the laws of the State of Florida for such
persons and waives, and covenants not to assert or plead, any objection which
they might otherwise have to such jurisdiction, such venue and such process.
(e) Third-Party Beneficiary. The Company is hereby expressly declared
to be an intended third-party beneficiary of all of Seller's representations,
warranties, covenants and agreements made pursuant to, under, or in connection
with, this Agreement.
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Confirmation of execution
by telefax of a facsimile signature page shall be binding upon that party so
confirming.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date set forth above.
SELLER:
TAFAZZOLI FAMILY LIMITED PARTNERSHIP
By: PMA Corp., the general partner
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
President
PURCHASERS:
WRCF-I 1997 Limited Partnership
By: WRCF-I GP, Inc., the general partner
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President
RLCF-I 1997 Limited Partnership
By: RLCF-I GP, Inc., the general partner
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
President
The undersigned acknowledges and agrees to be bound by and comply in all
respects with Section 3 of this Agreement.
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, as Voting Trustee
and not individually
The undersigned hereby unconditionally and primarily guarantees the
truthfulness and accuracy of all of the representations and warranties of Seller
and the timely and full performance of all of the agreements and obligations of
Seller hereunder.
/s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxxx, individually
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SCHEDULE A
IDENTITY OF SELLER AND
NUMBER AND PURCHASE PRICE OF SHARES TO BE SOLD
Seller: Tafazzoli Family Limited Partnership, a Florida limited partnership
Number of Shares to be sold: 3,000,000
Purchase Price: $4,200,000 ($1.40 per Share)
