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").
WITNESSETH:
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 Company and has available to him or it such information
related to the Company and its
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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
----------------------------------
Xxxxxxx Xxxxxxxxx
President
PURCHASERS:
WRCF-I 1997 Limited Partnership
By: WRCF-I GP, Inc., the general partner
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Xxxxxxx X. Xxxx
President
RLCF-I 1997 Limited Partnership
By: RLCF-I GP, Inc., the general partner
By: /s/ Xxxxx X. Xxxx
----------------------------------
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)