EXHIBIT 1
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of August __, 1997 (the "Agreement"), among
SPS Technologies Inc., a Pennsylvania corporation ("Acquiror"), MTC Acquisition
Corp., a Delaware corporation ("Acquisition"), and the undersigned beneficial
owner (the "Stockholder") of Common Stock, par value $.15 per share ("Company
Common Stock"), of Magnetic Technologies Corporation, a Delaware corporation
(the "Company").
RECITALS
WHEREAS, Acquiror, Acquisition and the Company are contemporaneously
herewith entering into that certain Agreement and Plan of Merger of even date
herewith (the "Merger Agreement") providing for the merger of the Company with
and into Acquisition pursuant to the terms and conditions of the Merger
Agreement; and
WHEREAS, Stockholder (i) is the beneficial owner of and has the power
to vote an aggregate of _______ shares (the "Shares") of Company Common Stock
and (ii) at the request of Acquiror, desires to enter into this Agreement in
order to induce Acquiror and Acquisition to enter into the Merger Agreement, and
as a condition to their willingness to do so; and
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, intending to be legally bound hereby,
the parties hereto agree as follows:
1. AGREEMENT TO VOTE SHARES. Stockholder agrees to vote all of the
Shares, as well as any and all other shares of the Company Common Stock as to
which Stockholder then possesses the power to vote or to direct the voting
(collectively, the "Voting Shares"), (a) in favor of adopting and approving the
Merger Agreement, the Merger and the transactions contemplated thereby at such
time as the Company conducts a meeting of, solicits written consents from or
otherwise seeks a vote of, its stockholders for the purpose of adopting and
approving the Merger Agreement, the Merger and the transactions contemplated
thereby and (b) against any action or agreement (other than the Merger Agreement
or the transactions contemplated thereby) that would impede, interfere with,
delay, postpone or attempt to discourage the Merger, including, but not limited
to: (i) any extraordinary corporate transaction, such as a merger, consolidation
or other business combination involving the Company or any of any of its
subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of
the Company or any of its subsidiaries or a reorganization, recapitalization,
dissolution or liquidation of the Company or any of its subsidiaries; (iii) any
change in the management or board of directors of the Company, except as agreed
to in writing by Acquiror; (iv) any material change in the present
capitalization or dividend policy of the Company; (v) any amendment of the
Company's charter documents; or (vi) any other material change in the Company's
corporate structure, management or business.
2. TERMINATION OF AGREEMENT. This Agreement shall terminate upon the
earlier of consummation of the Merger or December 31, 1997.
3. EXCEPTIONS TO OBLIGATIONS. Except for the agreement of Stockholder
to vote the Shares in accordance with Section 1 hereof, nothing in this
Agreement shall: (a) require the Stockholder to acquire additional shares of
Company Common Stock; (b) require the Stockholder, in his or her capacity as a
director or officer of the Company, to refrain from taking any action consistent
with the provisions of Section 6.2 or 8.4(iii) of the Merger Agreement or take
or refrain from taking any action that would otherwise cause such person to
violate his or her fiduciary duties to the Company's shareholders under
applicable law; or (c) require Stockholder to take any action that would prevent
or impede the Company's ability to exercise its rights or fulfill its
obligations under Section 6.2 of the Merger Agreement.
4. COVENANTS OF STOCKHOLDER. Except in accordance with the provisions
of this Agreement, Stockholder agrees, until this Agreement has been terminated
in accordance with Section 2 hereof, or as a result of death or otherwise by
operation of law, not to:
(a) directly or indirectly, sell, transfer, pledge, assign or
otherwise dispose of, or enter into any contract, option, commitment or
other arrangement or understanding with respect to the sale, transfer,
pledge, assignment or other disposition of any of the Shares except
pursuant to the Stock Purchase Agreement;
(b) except as may be required to vote the Voting Shares in
accordance with Section 1 hereof, grant any consents or proxies,
deposit any Voting Shares into a voting trust or enter into a voting
agreement with respect to any Voting Shares;
(c) take any action or omit to take any action (reasonably
within the control of Stockholder) which would prohibit, prevent or
preclude the Company from performing its obligations under the Merger
Agreement; or
(d)(1) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act")) in
opposition to or competition with the consummation of the Merger or
otherwise encourage or assist any party in taking or planning any
action which would compete with, impede, interfere with or attempt to
discourage the Merger or inhibit the timely consummation of the Merger
in accordance with the terms of the Merger Agreement, (2) directly or
indirectly encourage, initiate or cooperate in a stockholders' vote or
action by consent of the Company's stockholders in opposition to or in
competition with the consummation of the Merger, or (c) become a member
of a "group" (as such term is used in Section 13(d) of the 0000 Xxx)
with respect to any voting securities of the Company for the purpose of
opposing or competing with the consummation of the Merger.
5. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder hereby
represents and warrants to Acquiror and Acquisition as follows:
(a) Stockholder has all requisite power to deliver and perform
this Agreement and to vote the Voting Shares in accordance with Section
1 hereof. This Agreement has been duly executed and delivered by
Stockholder and is a valid and binding agreement of Stockholder,
enforceable against Stockholder in accordance with its terms, and the
execution, delivery and performance of this Agreement by Stockholder do
not violate any contract to which Stockholder is a party or by which
the Voting Shares are affected, and will not require the consent of any
third party.
(b) The Shares are not and, except in the event of the
Stockholder's death or as a result of operation of law, will at all
times during the term of this Agreement be held of record and owned
beneficially by the Stockholder free and clear of all liens, claims,
security interests or any other encumbrances whatsoever, other than
restrictions upon resale which may be imposed by federal or state
securities laws.
6. REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUISITION. Each of
Acquiror and Acquisition hereby represents and warrants to Stockholder that it
has the corporate power and authority to execute, deliver and perform this
Agreement; such execution, delivery and performance have been duly authorized by
all necessary corporate action; and this Agreement has been duly executed and
delivered by each of Acquiror and Acquisition and constitutes the valid and
binding agreement of Acquiror and Acquisition, enforceable against each of them
in accordance with its terms.
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7. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement,
including, without limitation, the agreement of Stockholder to vote the Voting
Shares in accordance with Section 1 hereof, were not performed by the applicable
party hereto in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that, in the event of a breach of this Agreement, each
of the parties hereto shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement by the other and to enforce specifically the
terms and provisions hereof in any court of the United States or any state
having jurisdiction, this being in addition to any other remedy to which the
parties are entitled at law or in equity.
8. FURTHER ASSURANCES. Stockholder, Acquiror and Acquisition agree to
execute and deliver all such further documents and instruments and take all such
further reasonable action as may be necessary or appropriate, including
cooperation in obtaining any and all required regulatory approvals, in order to
consummate the transactions contemplated hereby, including, without limitation,
the agreement of Stockholder to vote the Voting Shares in accordance with
Section 1 hereof.
9. EXPENSES. Except as may otherwise be provided herein, no party
hereto shall be responsible for the payment of any other parties' expenses
incurred in connection with this Agreement.
10. THIRD PARTY BENEFICIARIES. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and its
respective successors and permitted assigns, and it is not the intention of the
parties to confer third party beneficiary rights upon any other person or
entity.
11. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and delivered personally or by telecopy
transmission or sent by registered or certified mail or by any express mail
service, postage or fees prepaid to the addresses on the signature page hereof.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (without regard to principles
of conflicts of laws).
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute but one agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
SPS TECHNOLOGIES INC.
By:
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NAME:
TITLE:
Address:
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
MTC ACQUISITION CORP.
By:
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NAME:
TITLE:
Address:
c/o SPS Technologies, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
STOCKHOLDER
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NAME:
Address:
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