EXHIBIT 99(c)
STOCK PURCHASE AGREEMENT
by and between
ERGO SCIENCE CORPORATION
and
COURT SQUARE CAPITAL LIMITED
dated as of
August 1, 2003
STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August 1,
2003, is by and between Ergo Science Corporation, a Delaware corporation (the
"Company"), and Court Square Capital Limited (the "Stockholder"), a
stockholder of the Company.
RECITALS:
A. The Stockholder is the owner of 1,335,722 shares of the common stock,
$0.01 par value, of the Company (the "Shares").
B. The Company desires to purchase from the Stockholder and the
Stockholder desires to sell to the Company the Shares pursuant to the terms
and conditions hereof.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions
hereof, the Stockholder hereby sells, and the Company hereby purchases, the
Shares.
2. PAYMENT OF PURCHASE PRICE. The purchase price shall be $1.81 in
cash per Share, or an aggregate of $$2,417,656.82 (such aggregate price being
referred to herein as the "Purchase Price"). Concurrently with the execution
of this Agreement, the Company shall pay the Purchase Price by means of wire
transfer or official bank check payable to the order of the Stockholder.
3. ACTIONS BY THE STOCKHOLDER. Concurrently herewith Stockholder shall
deliver to the Company certificates representing the Shares duly endorsed to
the Company or accompanied by stock powers duly executed by the Stockholder,
in form and substance reasonably satisfactory to the Company, or shall have
arranged for the book-entry delivery of the Shares by causing The Depository
Trust Company ("DTC") to transfer the Shares into the account of a financial
institution identified by the Company that is a participant in the DTC in
accordance with DTC's procedures for such transfer.
4. REPRESENTATIONS AND WARRANTIES.
(a) The Stockholder hereby represents and warrants to the Company
that:
(i) The Stockholder has the capacity to enter into this
Agreement and to sell, assign, transfer and deliver to the Company,
pursuant to the terms and conditions of this Agreement, the Shares;
(ii) Except for this Agreement, there are no outstanding
options, warrants or rights to purchase or acquire, or agreements (whether
voting or otherwise) relating to, the Shares;
(iii) The Shares are owned of record or beneficially by the
Stockholder, and the Stockholder owns no options or other rights to
acquire any capital stock of the Company;
(iv) The Stockholder owns of record and beneficially all of
the Shares, free and clear of all liens, claims, encumbrances and security
interests of any nature whatsoever. Upon purchase of the Shares pursuant to
this Agreement, the Company shall receive good and marketable title to the
Shares, free and clear of all liens, claims, encumbrances and security
interests of any nature whatsoever;
(v) The execution and delivery of this Agreement by the
Stockholder does not, and the performance by the Stockholder of the
transactions contemplated hereby will not, (A) violate, conflict with or
result in the violation or breach of, or constitute a default under, the
terms, conditions or provisions of any agreement to which the Stockholder
is a party, or (B) violate any order, writ, judgment, injunction, decree,
statute, rule or regulation of any court or federal, state or local
administrative agency or commission or other governmental authority or
instrumentality (a "Governmental Entity") applicable to the Stockholder;
and
(vi) This Agreement is a legal, valid and binding agreement
of the Stockholder enforceable against the Stockholder in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally
and except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought;
(b) The Company hereby represents and warrants to the Stockholder
that:
(i) The Company has the capacity to enter into this
Agreement and to buy the Shares from the Stockholder pursuant to the
terms and conditions of this Agreement, and will not sell, offer to sell
or otherwise dispose of any of the Shares in violation of the Securities
Act of 1993.
(ii) This Agreement is a legal, valid and binding agreement
of the Company enforceable against it in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights generally and except that
the availability of equitable remedies, including specific performance, is
subject to the discretion of the court before which any proceeding therefor
may be brought.
5. RESALES. The Company agrees that it will not resell the Shares or
any portion thereof to any current member of the board of directors of the
Company (the "Board") or any affiliate or relative of any current member of
the Board unless pursuant to an offering open ratably to all stockholders of
the Company.
2
6. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally
or on the second business day after such notice or communication has been
sent by registered or certified mail, postage prepaid, with return receipt
requested, as follows:
If to the Company, to:
Xx. Xxxxx X. Xxxx
President
000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
0000 Xxxxxxxx Xxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esquire
Telecopy: (000) 000-0000
If to the Stockholder:
Xx. Xxx XxXxxxxxxx
Court Square Capital Limited
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
7. WAIVER AND AMENDMENT. Any provision of this Agreement may be waived
at any time by the party that is entitled to the benefits thereof, and this
Agreement may be amended or supplemented at any time by the written consent
of the parties hereto.
8. NO PRIOR AGREEMENTS. This Agreement (a) contains the entire
agreement, and supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject
matter hereof, and (b) is not intended to confer upon any other person any
rights or remedies hereunder.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, inure
to the benefit of and be enforceable by and against the parties hereto and
their successors and assigns.
10. EXPENSES. Each of the parties shall pay its own expenses in
connection with the negotiation, execution and performance of the Agreement.
No party has incurred any broker's or finder's fee in connection with this
Agreement that the other party will be obligated to pay.
3
11. COUNTERPARTS. This Agreement and any amendments hereto may be
executed in two or more counterparts, each of which shall be considered to be
an original, but all of which together shall constitute the same instrument.
12. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its
conflict of laws doctrine. The parties hereto consent to being subject to the
jurisdiction of any federal or state court located in the State of Delaware.
13. SEVERABILITY. If any term, provision or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
14. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the meaning or interpretation of this Agreement.
15. SURVIVAL. All representations, warranties, covenants and other
agreements and assignments of the parties hereto shall survive the closing
of the transactions contemplated by this Agreement.
16. PUBLIC STATEMENT. Each party agrees that it will make no press
release or other public statement or announcement of the terms of this
Agreement or other matters, past, present, or future, relating to the
Company's or the Stockholder's dealings with the Company without the consent
of the other party; provided, however, that nothing contained herein shall
prohibit any party from disclosing the terms of this Agreement or such other
matters if required by law, rule or regulation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties have executed this Agreement to as of the
date set forth above.
STOCKHOLDER:
COURT SQUARE CAPITAL LIMITED
By: /s/ Xxxxxx X. XxXxxxxxxx
------------------------------
Name: Xxxxxx X. XxXxxxxxxx
Title: Managing Director
COMPANY:
ERGO SCIENCE CORPORATION
By: /s/ Xxxxx X. Xxxx
------------------------------
Name: Xxxxx X. Xxxx
Title: President
5
