EXHIBIT 1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") dated as of April 19, 2001, is entered
into between CIRCUIT SYSTEMS, INC., an Illinois corporation (the "Company"), and
TANG INDUSTRIES, INC., a Nevada corporation, or its assignees or nominees (the
"Buyer")
W I T N E S S E T H:
WHEREAS, Company is the owner of Four Hundred Eighty Eight Thousand
Four Hundred Thirteen (488,413) of the issued and outstanding shares of common
stock of SigmaTron International, Inc., a Delaware corporation ("SigmaTron"),
which are subject to re-sale restrictions under applicable securities laws and
regulations; and
WHEREAS, Company desires to sell all of the issued and outstanding
shares of common stock of SigmaTron owned by it to Buyer; and
WHEREAS, Buyer desires to purchase all of the issued and outstanding
shares of common stock of SigmaTron owned by Company;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Company and Buyer
agree as follows:
1. PURCHASE AND SALE OF STOCK. At Closing (as defined in Section 3),
Buyer agrees to purchase, and Company agrees to sell, Four Hundred Eighty Eight
Thousand Four Hundred Thirteen (488,413) shares of common stock of SigmaTron
(the "Shares"), such Shares being all of the issued and outstanding shares of
common stock of SigmaTron owned by Company, for the purchase price of Two
Hundred Nineteen Thousand Seven Hundred Eighty Five and 85/100 Dollars
($219,785.85) (the "Purchase Price"), which equals Forty Five Cents ($.45) per
share.
2. DELIVERY OF STOCK CERTIFICATES AND PAYMENT OF PURCHASE PRICE. At
Closing, Company shall deliver to Buyer stock certificate(s) (or affidavits of
loss) evidencing the Shares, together with appropriate stock powers duly
endorsed by Company for transfer of the Shares to Buyer, and Buyer will pay to
Company the Purchase Price. Subject to fulfillment or waiver of the conditions
set forth in Section 9, the Purchase Price shall be paid in full by Buyer to
Company at Closing by wire-transfer.
3. CLOSING. Subject to the provisions of Section 9, the closing
("Closing") of the transactions contemplated by this Agreement shall occur no
later than one (1) business day after the entry of an order approving the sale,
which is not subject to a stay pending appeal (the "Closing Date"), at the
offices of Xxxxxxxxx Xxxxxxx, LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx 00000. The Closing shall be deemed to be effective as of 12:01 a.m.
(Chicago time) on the Closing Date (the "Effective Time").
1
4. COMPANY'S ADDITIONAL DELIVERIES. At Closing, Company shall deliver
to Buyer all of the following, in addition to the items listed in Section 2
hereof
4.1 A certificate of the Secretary or an Assistant Secretary of
the Company, dated as of the Closing Date, in form and
substance reasonably satisfactory to Buyer, as to the
resolutions of the Board of Directors of Company authorizing
the execution and performance of this Agreement, and the
transactions contemplated thereby;
4.2 Such other bills of sale, assignments and other instruments of
transfer or conveyance as Buyer may reasonably request or as
may be otherwise necessary to evidence and effect the sale,
assignment, transfer, conveyance and delivery of the Shares to
Buyer; and
4.3 Company shall deliver to Buyer at Closing the stock
certificates evidencing the Shares (or affidavits of loss
relating to the Shares).
5. BUYER'S DELIVERIES. At Closing, Buyer shall deliver to Company the
following:
5.1 A Certificate of the Secretary or an Assistant Secretary of
Buyer, dated as of the Closing Date, in form and substance
reasonably satisfactory to Company, as to the resolutions of
the Board of Directors of Buyer authorizing the execution and
performance of this Agreement, and the transactions
contemplated herein;
5.2 Such other agreements as Company may reasonably request or as
may be otherwise necessary to evidence and effect the sale,
assignment, transfer, conveyance, and delivery of the Shares
to Buyer; and
5.3 The Purchase Price in immediately available funds by wire
transfer.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY. Company
represents, warrants and covenants to Buyer as follows, which representations,
warranties and covenants shall continue in full force and effect from the date
hereof and shall survive Closing:
6.1 The Shares consist of Four Hundred Eighty Eight Thousand Four
Hundred Thirteen (488,413) shares of common stock of SigmaTron
and are all of the issued and outstanding shares of common
stock of SigmaTron common stock owned by Company. Company is
the owner, both of record and beneficially, of the Shares, has
good and marketable title thereto, which at Closing, will not
be subject to any liens, pledges, mortgages, security
interests, claims, charges, encumbrances, assessments or other
adverse interests (other than those restrictions imposed
pursuant to applicable securities laws or regulations), and
has and will have all requisite capacity, right and lawful
power to transfer the Shares to Buyer without any consent or
other actions of third parties or governmental authorities,
subject to Sections 6.4 and 8 below. At Closing, upon the
payment of the Purchase Price, Buyer will be the absolute
owner of the Shares and shall have good and marketable title
thereto, free and clear of all liens, pledges, mortgages,
2
security interests, claims, charges, encumbrances, assessments
or other adverse interests, arising by, through or under
Company, except as to any transfer restrictions imposed by
applicable securities laws or regulations.
6.2 Company is duly organized and is validly existing as a
corporation in good standing under the laws of the State of
Illinois.
6.3 Company has not employed the services of any broker, finder or
sales agent in connection with the transactions contemplated
by this Agreement.
6.4 Subject to entry of a Sale Order as contemplated in Section 8
hereof, Company has the full right, power, legal capacity and
authority to enter into and perform its obligations under this
Agreement, and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by
Company, and constitutes a legal, valid and binding obligation
of Company enforceable in accordance with its terms.
6.5 Without in any way limiting the representations, warranties,
covenants and agreements made by Company in this Agreement, no
representation, warranty, covenant or agreement made by
Company in this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state
any material fact necessary in order to make the statements
included herein or therein not misleading.
6.6 Except only for the bankruptcy proceedings referenced in
Section 8, Company is not a party to any action, suit,
proceeding or, to its knowledge, any investigation presently
pending, nor to its knowledge are there any claims threatened
which are related to or might adversely affect Company's
consummation of the transactions contemplated by this
Agreement.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. Buyer
represents, warrants and covenants to Company as follows, which representations,
warranties and covenants shall continue in full force and effect from the date
hereof and shall survive Closing:
7.1 Buyer is duly organized and is validly existing as a
corporation in good standing under the laws of the State of
Nevada.
7.2 Buyer has not employed the services of any broker, finder or
sales agent in connection with the transactions contemplated
by this Agreement.
7.3 Buyer has the full right, power, legal capacity, and authority
to enter into and perform its obligations under this Agreement
and to consummate the transactions intended herein. No
consents from third parties or government approvals are
necessary to consummate the transactions contemplated by this
Agreement. This Agreement has been duly executed and delivered
by Buyer, and constitutes a legal, valid, and binding
obligation of Buyer, enforceable in accordance with its terms.
3
7.4 Without in any way limiting the representations, warranties,
covenants and agreements made by Buyer in this Agreement, no
representation, warranty, covenant or agreement made by Buyer
in this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state
any material fact necessary in order to make the statements
included herein or therein not misleading
7.5 As of the date of this Agreement, Buyer has the financial
wherewithal to pay the Purchase Price.
7.6 Buyer understands and acknowledges that the Shares have not
been registered under the Federal Securities Act of 1933, as
amended (the "Act"), or under any state "Blue Sky" laws, and
that the Shares are being sold to Buyer in reliance upon
certain exemptions from the registration requirements of the
Act and such laws. Therefore, the Shares cannot be sold unless
subsequently registered under the Act and such state laws or
an exception from such registration is available.
7.7 Buyer has had access to such financial and other information
concerning the business and financial condition of SigmaTron
as Buyer desires for the purposes of making this investment.
Accordingly, Buyer is aware of SigmaTron's business affairs
and financial condition and has acquired sufficient
information about SigmaTron to reach an informed and
knowledgeable decision to acquire the Shares.
8. ADDITIONAL AGREEMENTS.
8.1 FURTHER ASSURANCES. Each party shall execute and deliver such
additional. instruments and other documents and shall take
such further actions as may be necessary or appropriate to
effectuate, carry out, and comply with all of the terms of
this Agreement and the transactions contemplated hereby.
8.2 COURT APPROVAL. Notwithstanding anything set forth or implied
herein to the contrary, the obligations of the parties hereto
to proceed with the transaction contemplated by this Agreement
are subject to higher and better bids, if any, and final
approval of this Agreement by the United States Bankruptcy
Court for the Northern District of Illinois, Eastern Division,
which shall be obtained within twenty (20) days after
execution of this Agreement, unless extended by the parties in
writing.
8.3 BID PROTECTION. To the extent that any higher or better offers
are made for the Shares, such Competing Bids must, at a
minimum, contain the following terms:
(i) Any competing bid for the Shares shall provide for
aggregate consideration in an amount not less than
the Purchase Price, plus twenty percent (20%) of the
Purchase Price, or at least $263,743.02 (which is
Fifty Four Cents ($.54) per share);
4
(ii) No competing bid shall be on terms and conditions
which are more burdensome or conditional in any
material respect than the terms of this Agreement;
(iii) No competing bid shall be contingent upon receipt of
financing necessary to its consummation; and
(iv) No competing bid shall be contingent upon the outcome
of any due diligence by the competing bidder.
If any competing bid for the Shares is submitted to Company
which satisfies the above conditions and is received prior to
obtaining Bankruptcy Court approval of this Agreement, Company
may accept such competing bid; provided that, Buyer and any
competing bidder shall be able to make new offers for amounts
in excess of the immediately preceding competing offer,
subject to the Company establishing minimum overbid amounts.
8.4 SALE ORDER. Subject to Section 8.3, within no more than twenty
(20) days after execution of this Agreement, Company shall use
reasonably commercial efforts to obtain an order from the
United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division, approving this Agreement and
authorizing the sale of the Shares free and clear of all
liens, claims, interests, and encumbrances (except those
restrictions imposed by applicable securities laws or
regulations). This order shall be in a form reasonably
acceptable to Buyer and Company.
9. CLOSING CONDITIONS FOR THE BENEFIT OF BUYER. Buyer's obligations to
consummate the transactions contemplated by this Agreement are subject to the
satisfaction, on or prior to Closing, of the following conditions (compliance
with any of which Buyer may waive):
9.1 The representations, warranties and covenants of Company
contained herein shall be true when made and on and as of
Closing with the same force and effect as though made on and
as of Closing. As of Closing, Company shall have performed and
complied with all the covenants, agreements and conditions
required to be performed and complied with by Company prior to
or on Closing.
9.2 The Court has entered an order approving the sale of the
Shares on the docket and such order shall not be subject to a
stay pending appeal.
10. CLOSING CONDITIONS FOR THE BENEFIT OF COMPANY. The obligations of
Company to consummate the transactions contemplated by this Agreement are
subject to the satisfaction, on or prior to Closing, of the following conditions
(compliance with any of which Company may waive):
10.1 The representations, warranties and covenants of Buyer
contained herein shall be true when made and on and as of
Closing with the, same force and effect as though made on and
as of Closing. As of Closing, Buyer shall have performed
5
and complied with all the covenants, agreements and
conditions required to be performed and complied with by
Buyer prior to or on Closing.
11. TERMINATION OF AGREEMENT. This Agreement shall terminate only upon
the occurrence of one of the following:
11.1 Company's failure to obtain a court order authorizing the sale
of the Shares to Buyer which shall be obtained no later than
twenty-five (25) days after execution of this Agreement,
unless such date is extended in writing by the parties;
11.2 Buyer's failure to close the purchase of the Shares, unless
such date is extended in writing by Company; or
11.3 May 15, 2001, unless such date is extended in writing by the
parties.
Company reserves any and all rights to pursue claims or causes of action against
Buyer in law or equity to the extent this Agreement is not consummated, through
no fault of Company.
12. NOTICES. Any notice or other communication required, permitted or
desirable hereunder, shall be in writing, and shall be deemed sufficiently given
if personally delivered, or if sent by facsimile transmission or by certified or
registered mail, postage prepaid, return receipt requested, addressed as
follows:
TO COMPANY Circuit Systems, Inc.
c/o Xxxxxx Xxxxx
Xxxxx & Xxxxxx, PC
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000)000-0000
with a copy to: Xxxxx X. Xxxxxxxx
Xxxxxxxxx Traurig LLP
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
6
TO BUYER: Tang Industries, Inc..
c/o Xxxx X. Xxxx
National Material L.P.
000 Xxxxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxx X. Xxxxxxx
National Material L.P.
0000 Xxxxx Xxxxxxxxx
Xxx Xxxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any party may change its address for purposes of this paragraph by giving the
other party written notice of the new address in the manner set forth above. Any
notice given in accordance with the above shall be deemed to have been given
upon personal delivery if so delivered, upon receipt of confirmation if sent via
facsimile transmission, or on the third day after mailing if mailed.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto, and,
except as otherwise provided herein with respect to Buyer, shall not be assigned
by any party without the written consent of the other party to this Agreement.
14. CONSTRUCTION. This Agreement shall be constructed and enforced in
accordance with the internal laws of the State of Illinois, without regard to
any conflict of law principals.
15. EXPENSES. Except as otherwise provided herein, whether or not the
transaction contemplated herein shall be consummated, the parties shall pay
their own expenses incident to preparing, entering into and carrying into effect
this Agreement and for the consummation of said transaction, including, without
limitation, the fees and expenses of their respective counsel, accountants and
other experts.
16. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the documents
delivered pursuant to the Agreement contain the entire understanding of the
parties hereto with regard to the subject matter contained herein or therein,
and supersede all prior agreements, understandings, or letters of intent between
or among any of the parties hereto. This Agreement shall not be amended,
modified, or supplemented except by a written instrument signed by an authorized
representative of each of the parties hereto.
17. INTERPRETATION. Article, titles and headings to sections herein are
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
7
18. PARTIAL INVALIDITY. Wherever possible, each provision hereof shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any one or more of the provisions contained herein shall, for any reason,
be held to bc invalid, illegal, or unenforceable in any respect, such provision
shall be ineffective only to the extent of such invalidity, illegality, or
unenforceability without invalidating the remainder of such provision or
provisions or any other provisions hereof, unless such a construction would be
unreasonable.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
CIRCUIT SYSTEMS, INC. TANG INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
------------------------------ ------------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxx X. Xxxx
---------------------------- ------------------------------
Its: President Its: Vice President and Treasurer
----------------------------- ------------------------------------
8
