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EXHIBIT 4.2
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT ("Agreement"), dated as of September 29,
1997, is made by and among Tropical Sportswear Int'l, Inc., a Florida
Corporation (the "Corporation"), Xxxxxxx X. Xxxxxxx, an individual resident of
the State of Florida ("Compton"); the Xxxxxxx Family Limited Partnership, a
Nevada limited partnership (the "Xxxxxxx Partnership"); Xxxxxxx Xxxxx, an
individual resident of the State of Florida; the Kagan Family Limited
Partnership, a Nevada limited partnership (the "Kagan Partnership"); Shakale
Internacional, S.A., a company organized under the laws of Costa Rica
("Shakale"); and Accel, S.A. de C.V., a Mexican Corporation ("Accel") (Xxxxxxx,
the Xxxxxxx Partnership, Kagan, the Kagan Partnership, Shakale and Accel are
sometimes referred to herein individually as a "Shareholder" and collectively as
the "Shareholders".).
WHEREAS, the Shareholders together currently own or control all of the
issued and outstanding shares of common stock, $.01 par value (the "Common
Shares"), of the Corporation;
WHEREAS, pursuant to Section 4.2 of the Corporation's Amended and
Restated Articles of Incorporation (the "Restated Articles"), each of the
Shareholders may become entitled, upon the effectiveness of this Agreement, to
certain special nomination rights with respect to the election of one or more
directors of the Corporation; and
WHEREAS, the Shareholders deem it advisable and in the best interests
of themselves and the Corporation to enter into this Agreement in order to help
secure the continuity and stability of management of the Corporation by voting
together with respect to the election of the nominees of the respective
Shareholders pursuant to Section 4.2 of the Restated Articles.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
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ARTICLE I
VOTING ON ELECTION OF SPECIAL NOMINEES
Upon the effectiveness of this Agreement, each of the Shareholders
agrees to vote, or cause to be voted, any and all of the Common Shares held
thereby, or by any Affiliate (as hereafter defined) thereof, and eligible to
vote at any meeting of shareholders of the Corporation, or any adjournment
thereof, "for" the election as a director of each nominee of any Shareholder
pursuant to its special nomination rights under Section 4.2 of the Restated
Articles of the Corporation. Notwithstanding the foregoing, each Shareholder (i)
shall not be restricted in any way from voting any and all Common Shares held or
controlled, thereby in its sole discretion on all other matters to be voted on
by the shareholders of the Corporation at any annual or special meeting, and any
adjournments thereof, including the election of directors (other than with
respect to nominees pursuant to Section 4.2 of the Restated Articles), and (ii)
except as otherwise set forth in Article II below, shall be entitled to sell,
pledge or otherwise transfer or dispose of any Common Shares (or the control of
any Common Shares) he or it may now own or hereafter acquire without any
restrictions or limitations whatsoever. For purposes of this Agreement, an
"Affiliate" of any person or entity shall mean any person or entity that
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with such person or entity.
ARTICLE II
RESTRICTIONS ON TRANSFER
Each of the Shareholders covenants and agrees that, in the event he or
it transfers to any Affiliate, whether by sale, gift, assignment, hypothecation
or otherwise, any of his or its Common Shares (or any right or interest
therein), the Affiliate shall hold the Common Shares (or right or interest
therein) subject to the terms and conditions of this Agreement. Each Shareholder
agrees to require any Affiliate, prior to effecting any transfer thereto, to
execute and deliver an appropriate addendum to this
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Agreement pursuant to which such Affiliate agrees to be bound by the terms of
this Agreement. Each Shareholder also agrees to notify the Corporation in
writing of any proposed transfer to an Affiliate of the Shareholder prior to
effecting such transfer to the Affiliate. Upon receipt of such written notice,
the Corporation shall not transfer any such Common Shares on the share transfer
records of the Corporation unless and until such Affiliate has agreed to be
bound by the terms of this Agreement by executing and delivering an appropriate
addendum to this Agreement to such effect.
ARTICLE III
EFFECTIVENESS
This Agreement shall become effective upon the consummation by the
Corporation of the sale of shares of its capital stock to the underwriters
pursuant to the Underwriting Agreement referred to in the prospectus included in
the registration statement under the Securities Act of 1933, as amended,
covering the Corporation's initial public offering when such registration
statement is declared effective.
ARTICLE IV
MISCELLANEOUS
a. Termination. This Agreement shall terminate upon the first to occur of
the following:
(1) The written agreement of all parties hereto;
(2) The termination of Section 4.2 of the Restated Articles of
Incorporation of the Corporation by amendment;
(3) Such time as only one Shareholder owns Common Shares, the
shares of all others having been sold or otherwise
transferred;
(4) Such time as Section 4.2 of the Restated Articles of
Incorporation of the Corporation no longer
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gives rise to any special nomination rights pursuant to the
terms thereof; or
(5) With respect to a particular party upon the first to occur of
(i) such time as Section 4.2 of the Restated Articles of
Incorporation no longer gives rise to any special nomination
rights in respect of such party, or (ii) the written agreement
of all parties; provided, however, that upon such termination,
such party shall not be entitled to any further rights
hereunder and no party shall have any further obligations to
such party hereunder.
(6) A consolidation or merger of the Corporation with or into
another corporation (other than a merger in which the
Corporation is the continuing or surviving corporation) or the
sale or conveyance of all or substantially of the assets of
the Corporation to a third party.
b. Further Acts. Each party to this Agreement agrees to perform such
further acts and execute and deliver such further documents as may be reasonably
necessary to carry out the provisions of this Agreement.
c. Amendments. The provisions of this Agreement may be waived, altered,
amended or repealed, in whole or in part, only upon the written consent of all
parties to this Agreement.
d. Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be delivered either by hand or by
facsimile or overnight courier. All notices, requests, demands and other
communications shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, upon delivery if
delivered by overnight courier to the party to whom notice is to be given, or
within seventy-two (72) hours after communication by facsimile, provided that a
copy is mailed promptly to the party to whom notice is to be given, by first
class United States Mail (or the equivalent of such service in the United
Mexican States), registered or certified receipt requested,
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postage prepaid, and properly addressed to the party at his or its address set
forth on the signature page of this Agreement, or any other address that the
party may designate by written notice in accordance with the provisions of this
Section to the others.
e. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same original instrument.
f. Entire Agreement. This Agreement contains the entire understanding
between the parties hereto concerning the subject matter hereof. There are no
representations, agreements, arrangements, or understandings, oral or written,
between or among the parties hereto, relating to the subject matter hereof,
which are not fully expressed herein.
g. Attorney's Fees. In the event that any party hereto shall institute
any litigation or other proceeding in order to construe or enforce this
Agreement, the prevailing party therein shall be entitled to recover its
reasonable attorneys' fees and costs incurred in connection therewith.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the 29th day of September, 1997.
THE CORPORATION:
TROPICAL SPORTSWEAR INT'L, INC.
By: /S/ XXXXXXX XXXXX
-------------------------
Name: XXXXXXX XXXXX
Title: EXECUTIVE VICE PRESIDENT
Address: 0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Fax No.:(000) 000-0000
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SHAREHOLDERS:
/S/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX
Address: 0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Fax No.:(000) 000-0000
COMPTON FAMILY LIMITED
PARTNERSHIP
By: /S/ XXXXXXX X. XXXXXXX
---------------------------
Name: XXXXXXX X. XXXXXXX
Title: GENERAL PARTNER
Address:
Fax No.:
/S/ XXXXXXX XXXXX
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XXXXXXX XXXXX
Address: 0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Fax No.:(000) 000-0000
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KAGAN FAMILY LIMITED PARTNERSHIP
By: /S/ XXXXXXX XXXXX
-------------------------
Name: XXXXXXX XXXXX
Title: GENERAL PARTNER
Address:
Fax No.:
SHAKALE INTERNACIONAL, S.A.
By: /S/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
Title: SECRETARY
Address: 0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Fax No.: (000) 000-0000
ACCEL, S.A. de C.V.
By: /S/ XXXXX XXXXXXX-MORODO
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Name: XXXXX XXXXXXX-MORODO
Title: CHIEF EXECUTIVE OFFICER
Address: Virginia Fabregas Xx. 00,
Xxx. Xxx Xxxxxx, 00000
Xxxxxx, D.F.
Fax No.: 00-0-000-0000
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