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EXHIBIT 10.32
Document no. /1997
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ACQUISITION AGREEMENT
Occurring January 1997
January nineteen hundred ninety-seven-
Before me, notary
there appears:
Mr.
acting here not his own behalf rather - subject to submission of authorization -
for
1. Xx. Xxxxxx Xxxxxxxxx,
residing at
in turn acting in his own name as well as the individual with the sole
power to represent, under release of the restrictions of section 181
German Civil Code
1.1 Xxxxxx Xxxxxxxxx GmbH
with its statutory seat in Coburg,
1.2 Xxxxxxxxx Beteiligungs-GmbH i.G.
with its statutory seat in Coburg,
an acting as the personally liable shareholder with sole power of
representation of
Xxxxxx Xxxxxxxxx Verwaltungs GmbH & Co. KG
with its statutory seat in Coburg,
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2. Xx. Xxxxxx X. Xxxxxx, diplomat engineer, residing at Wildensorger
Xxxxxxxxxxxxxx 0, 00000 Bamberg,
himself acting not in his own name rather as the managing director with
sole power of representation of
ALBA Speziallampen Holding GmbH
with its statutory seat in Bamberg,
3. The firm
Chicago Miniature Lamp, Inc.
with its statutory seat in Canton, Massachusetts.
The notary certifies the powers of attorney based on
The person appearing identifies himself by , deposing and
declaring with his request for notarization as follows:
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ACQUISITION AGREEMENT
A. RECITALS
(1) Xx. Xxxxxx Xxxxxxxx is a shareholder in
Xxxxxx Xxxxxxxx GmbH
with its statutory seat in Coburg
- hereinafter "Corporation" -
with the following shares:
1. Share with a par value of DM 195,000,--
2. Share with a par value of DM 105,000,--
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SHARE CAPITAL DM 300,000,--
The shares are fully paid in.
(2) Xx. Xxxxxx Xxxxxxxx is the owner of all shares in Xxxxxxxx
Beteiligungs-GmbH i.G. and the single limited partner of Xxxxxx Xxxxxxxx
Verwaltungs GmbH & Co. KG. Xxxxxxxx Beteiligungs-GmbH i.G. is the single
personally liable shareholder of Xxxxxx Xxxxxxxx Verwaltungs GmbH & Co. KG
(hereinafter "KG"). All assets of the prior enterprise Xxxxxx Xxxxxxxx
Verwaltungs KG, owner Xxxxxx Xxxxxxxx (hereinafter "KG (alt)") were
contributed to the KG in December of 1996.
(3) Xx. Xxxxxx Xxxxxxxx intends to sell all shares in the corporation and the
KG intends to sell of its movable property (with the exception of office
furniture) to ALBA Speziallampen Holding GmbH (hereinafter "ALBA"). ALBA
intends to acquire the same shares and properties.
(4) The KG intends to lease the prior production and office building in
accordance with the planned diagram (an attachment to the Lease Agreement)
to ALBA. ALBA intends to lease the same from the KG.
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(5) Xx. Xxxxxx Xxxxxxxx intends to continue to work for the corporation as the
managing director. ALBA is very interested in the continuing activity of
Xx. Xxxxxxxx.
(6) With this in mind, the parties close the following Acquisition Agreement.
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B. ACQUISITION AGREEMENT
SS. 1
PARTIES AND OBJECTIVE OF THE AGREEMENT
(1) Xx. Xxxxxx Xxxxxxxx sells and transfers herewith all shares in the
corporation with par values of DM 195.000,-- and DM 105.000,-- to
ALBA. ALBA accepts such sale and transfer.
(2) Xx. Xxxxxxxx consents to the sale and transfer in his capacity as
managing director of the corporation. Sale and transfer are reported
to the corporation in accordance with section 16 para. 1 Limited
Liability Company's Law (GmbHGesetz).
(3) The KG sells herewith its movable properties with exception of office
furniture. Included herewith are especially the objects listed in the
attachment to section 1 para. 3. ALBA accepts the sale. The parties
agree on the transfer of ownership in the above-referenced objects.
The transfer shall occur on the instruction of Xx. Xxxxxx Xxxxxx as
managing director of ALBA.
Should the transfer or ownership in a particular case be dependent
upon the consent of third parties or other transactions, the parties
shall promptly engage in all transactions required for such transfer
of ownership. Should such be temporarily not possible, the KG shall
put ALBA in a position as if ALBA were the owner.
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SS. 2
PURCHASE PRICE
(1) The purchase price for all shares of the corporation and the movable
property sold shall be
DM 400.000,--
(i.w. four hundred thousand German Marks).
(2) The purchase price is due immediately.
SS. 3
WARRANTIES
(1) Xx. Xxxxxx Xxxxxxxx warrants (sichert zu), that the shares sold are
his property, are fully paid and non-assessable.
(2) Xx. Xxxxxxxx and the KG warrant (sichern zu), that the property sold
by the KG is the property of the KG, is not encumbered with the rights
of third parties, and is not subject to any limitation whatsoever,
furthermore, that in the fiscal year 1996 and through this date, no
property belonging to the KG (alt) and the KG have been lost and the
KG is the unrestricted owner of all property belonging to the KG (alt).
(3) Otherwise, every other warranty is excluded, insofar as no particular
provision is included in this Agreement.
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SS. 4
TAKE-OVER DATE, DIVIDENDS
Take-over date is today. Dividends on the sold shares, which are to be
distributed after the take-over date shall be paid to ALBA. Before the
take-over date no dividends were distributed.
SS. 5
BANK SURETY
(1) ALBA issued the exemption declarations listed in the attachment to section
5 para. 1.
(2) The parties shall endeavour to obtain the declarations of exemption with
the content of all contents similar to that in the attachment to section 5
para. 2 from the Commerzbank AG, Coburg, Deutsche Bank AG, Coburg, and
Bayerische Hypotheken- und Wechselbank, Coburg. Should this be temporarily
not possible, ALBA shall exempt Xx. Xxxxxxxx as against ALBA itself.
SS. 6
LOANS OF THE KG, LIFE INSURANCE
(1) The corporation will promptly repay the loan that the KG made to the
corporation up to the following maximum amount. The maximum amount is
DM 2,400,000.-- minus the bank debts of the corporation through December
16, 1996.
(2) Furthermore, the remaining amount of the loan claim shall be extinguished
by the transfer of the life insurance PAX as redemption value to the KG
with all
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rights and duties. The corporation and the KG agree on the transfer of all
rights and duties from this life insurance contract and will make all
declarations necessary as against third parties to the effectiveness of
this transfer.
(3) The KG and Xx. Xxxxxx Xxxxxxxx waive any remaining claim on the loan, as
against the corporation after reduction by the redemption value of the
life insurance. The corporation accepts this waiver.
SS. 7
RENTAL RELATIONSHIP
The corporation and the KG conclude herewith a rental agreement with the
content determinable from the attachment to section 7.
SS. 8
EMPLOYMENT AGREEMENT
The corporation and Xx. Xxxxxxxx conclude herewith an employment agreement with
the content determinable from the attachment to section 8.
SS. 9
NON-COMPETITION AGREEMENT
(1) For the period of five years after the termination of Xx. Xxxxxxxx'x
activities as managing director for the corporation or for another
enterprise of the Chicago Miniature Lamp, Inc. enterprise group, Xx.
Xxxxxxxx and the KG may do no
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business for their own benefit or for the benefit of third parties in
the branch of business of the corporation as well as related branches
as they existed the time of the termination of the employment
agreement in accordance with section 8. Without explicit consent,
they are also forbidden to participate, directly or indirectly, in
other enterprise which are active in these branches to be employed by
or in any other way to promote the interests of such enterprises. The
ban on competition also includes a ban on the active recruitment of
employees of the corporation and the enterprise group Chicago
Miniature Lamp.
(2) For every case of a breach of this non-competition agreement, Xx.
Xxxxxxxx shall pay the corporation a contractual penalty of DM
200,000.--. The contractual penalty arises in addition to other
claims of ALBA and the corporation. In the case of a continuing
breach, each thirty days shall be considered an independent breach in
the sense of sentence 1 of this paragraph.
SS. 10
Taxes and Cost
(1) Taxes incurred by Xx. Xxxxxx Xxxxxxxx because of the sale of his
shares and by the KG because of the sale of its assets, are to be paid
by them.
(2) The costs of this contract and its fulfillment shall be borne by
ALBA. The costs of counsel shall be borne by each party itself.
SS. 11
Closing Provisions
(1) German law is applicable to this contract.
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(2) Place for the fulfillment of the contract and venue is, as far as
legally permissible, Bamberg.
(3) Should particular provisions of this Agreement be or become invalid,
the validity of the remainder of the content of this Agreement shall
not be affected thereby. The invalid provision shall be replaced by a
provision which most nearly effects the economic intent of the
invalid provision.
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The person appearing requests the distribution of duplicates of this
document as follows:
a) for each party
one duplicate original,
b) for Xx. Xxxxxx Xxxxx,
Xxxxxxxxxxxxxx 00, 00000 Xxxxxx,
one certified copy,
c) for Xx. Xxxxxxx Xxxxxxxx, Attorney-at-law,
Mittlerer Pfad 15, 70499 Stuttgart,
one certified copy.
The notary has made the declaration required by the Notarization Law.
This document together with attachments was read to the
persons appearing by the notary, approved by them, and
signed by all in their own hands:
