Exhibit 4.14
SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT, dated as of July 21, 1997 (this "Agreement"),
is made by and among JORDAN TELECOMMUNICATIONS PRODUCTS, INC., a Delaware
corporation (the "Company") whose address is x/x Xxxxxx Xxxxxxxxxx, Xxx.,
XxxxxXxxx Xxxxxx, Xxxxx 000, 0000 Xxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, and
the persons whose names are set forth at the end of this Agreement
(collectively, the "Stockholders").
1. Stock Subscriptions.
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(a) Each Stockholder herewith subscribes for the number of shares of the
Company's Common Stock, $0.01 par value per share (the "Stock"), set forth
opposite such Shareholder's name on Exhibit 1 hereto, for the purchase price set
forth opposite such Shareholder's name on Exhibit 1 hereto. As indicated on
Exhibit 1, certain Stockholders shall pay 100% of the purchase price owing by
such Stockholder by delivering a check made to the order of Company and dated as
of the date hereof. Certain other Stockholders, as indicated on Exhibit 1, shall
pay 50% of the purchase price owing by such Stockholder by delivering a check
made to the order of Company and dated as of the date hereof. The remaining 50%
of the purchase price for such other Stockholders shall be paid by wire transfer
of immediately available funds by Jordan Industries, Inc., an Illinois
corporation ("JII"). Each such other Stockholder shall deliver JII a note,
substantially in the form of Exhibit 2 hereto (each a "Note"). In support of
such Note, each such other Stockholder shall also execute and deliver on the
date hereof a pledge agreement, substantially in the form of Exhibit 3 hereto
(each a "Pledge Agreement"), pledging the Stock purchased by such other
Stockholder hereunder to JII in accordance with the terms of such Pledge
Agreement.
(b) Each Stockholder nominates The Jordan Company ("TJC") to hold the
Securities the Stockholder subscribes for under this Agreement. TJC acknowledges
to the Stockholders and the Company that the Securities subscribed for under
this Agreement will be distributed by TJC to the Stockholders pursuant to such
agreements as exist between the Stockholders and TJC.
(c) Each Stockholder acknowledges to the Company and the other Stockholders
that he understands and agrees, as follows:
THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS.
THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR
THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS LITTLE FINANCIAL HISTORY
AND THE COMPANY AND ITS SUBSIDIARY HAVE BORROWED SUBSTANTIALLY ALL OF THE FUNDS
AVAILABLE TO IT TO COMMENCE ITS BUSINESS. EACH STOCKHOLDER ACKNOWLEDGES THAT THE
STOCKHOLDER MAY AND CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT AND THAT THE
STOCKHOLDER UNDERSTANDS THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT
INDEFINITELY.
(d) Each certificate evidencing Stock being issued pursuant to this
Agreement shall bear legends reflecting (i) this Agreement's existence and (ii)
the fact that said Stock has not been registered under Federal or state
securities laws and is subject to limitations on transfer set forth herein and
in the Stockholders Agreement, dated as of July 21, 1997, by and among the
Company and certain of the Company's stockholders (as amended or modified in
accordance with its terms, the "Stockholders Agreement"). Each Stockholder
acknowledges that the effect of these legends, among other things, is or may be
to limit or destroy the value of the certificate for purposes of sale or for use
as loan collateral. Each Stockholder consents that "stop transfer" instructions
may be noted against the Stock sold to him hereunder. Each Stockholder
acknowledges that he is required to become a party to the Stockholders'
Agreement as a condition to purchasing the Stock hereunder.
2. Proposed Transactions.
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(a) This Agreement summarizes certain pertinent documents as well as
applicable laws and regulations. While the Company believes that these summaries
fairly reflect and summarize such matters, each Stockholder acknowledges that
such summaries are not complete and are qualified by reference to the complete
texts thereof of the documents, laws and regulations so summarized.
(b) Each Stockholder acknowledges to the Company and the other
Stockholders that the Stockholder has received or has had ample opportunity to
review and understand the current form of each of the following documents:
A. The Certificate of Incorporation of the Company;
B. The Bylaws of the Company;
C. The draft Offering Circular, dated June 24, 1997, describing the
proposed public offering of Senior Notes due 2006, Senior Subordinated
Discount Debentures due 2007, Senior Exchangeable Preferred Stock due
2009 and Common Stock;
D. The Stockholders' Agreement, including all exhibits and schedules
thereto; and
E. This Agreement and all exhibits and schedules hereto.
The documents referred to in A through E are hereinafter collectively
referred to as the "Operative Documents."
The Company has afforded such Stockholder and such Stockholder's advisors,
if any, the opportunity to discuss an investment in the Stock and to ask
questions of representatives of the Company concerning the terms and conditions
of the offering of the Stock and the Operative Documents, and such
representatives have provided answers to all such questions concerning the
offering of the Stock and the Operative Documents. Such Stockholder has
consulted its own financial, tax, accounting and legal advisors, if any, as to
such Stockholder's investment in the Stock and the consequences thereof and
risks associated therewith and the Operative Documents.
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Such Stockholder and such Stockholder's advisors, if any, has examined or has
had the opportunity to examine before the date hereof the Operative Documents
and all information that the advisor or Stockholder deems to be material to an
understanding of the Company, the proposed business of the Company, and the
offering of the Stock. Such Stockholder also acknowledges that there have been
no general or public solicitations or advertisements or other broadly
disseminated disclosures (including, without limitation, any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or any seminar or meeting
whose attendees have been invited by any general solicitation or advertising) by
or on behalf of the Company regarding an investment in the Stock.
3. Stockholder Representations and Warranties.
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(a) Each Stockholder represents to the Company and the other Stockholders
that such Stockholder is an "accredited investor" as defined in Regulation D
under the Securities Act of 1933, as amended, and/or is a sophisticated,
experienced, professional investor.
(b) Each Stockholder represents that such Stockholder has had an
opportunity to select and consult with such attorneys, tax advisors, business
consultants and any other person(s) the Stockholder wished to confer with since
the time when the proposed transaction and the Stockholder's participation was
first discussed with the Stockholder. Each Stockholder acknowledges that the
Company has made available to the Stockholder prior to the signing of this
Agreement and sale of any Stock hereunder, the opportunity to ask questions of
any person authorized to act on behalf of the Company concerning any aspect of
the investment and to obtain any additional information, to the extent the
Company possesses such information or can acquire it without unreasonable effort
or expense, necessary to verify the accuracy of the information.
(c) Each Stockholder agrees that the Stockholder will not transfer any
Stock if such transfer would result in a default by the Company under the
provisions of the Operative Documents.
4. Risk Factors.
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Each Stockholder acknowledges to the Company and the other Stockholders
that the Stockholder knows and understands that it is unlikely that dividends
will be paid on the Stock. There is no legal requirement or promise made by the
Company to declare or pay such dividends and such dividends may not in any event
be paid if such payment would violate any term of the Operative Documents.
Certain of the Operative Documents severely restrict the ability of the Company
to make any dividend or redemption payments in any case and such payment may be
restricted by future agreements or instruments binding on the Company. Such
dividends and redemption payments may be made only from funds available for such
use as provided by applicable law.
Each Stockholder acknowledges that any financial projections or forecasts
delivered to the Stockholder are only forecasts prepared by management, which
are subject to many assumptions
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and factors beyond the Company's control, and that there are no assurances that
the forecasts will be realized.
Each Stockholder acknowledges to the Company and the other Stockholders
that the Stockholder knows and understands that an investment in the Stock of
the Company is a speculative investment which involves a high risk of loss and
that on and after the date hereof, there will be no public market for the Stock
and the Company does not contemplate that a public market will develop.
5. Securities Law and Other Matters.
--------------------------------
(a) Each Stockholder represents and warrants to the Company and the other
Stockholders that the Stockholder has not used any "purchaser's representative"
(as that term is used in Regulation D under the Securities Act of 1933, as
amended) in connection with this transaction. Each Stockholder represents and
warrants to the Company and the other Stockholders that neither TJC, Jordan
Industries, Inc. ("JII"), Jordan/Zalaznick Capital Company ("JZCC") nor any of
their respective principals, partners, stockholders, directors, officers,
employees, representatives or agents, has acted as a representative of said
Stockholder in the subject transaction. Each Stockholder hereby releases TJC,
JII, JZCC and each of their respective partners, principals, stockholders
directors, officers, employees, agents and representatives from and against any
claim in respect of each Stockholder's subscription for the Stock and any
related transaction hereunder or under the Operative Documents. Each Stockholder
represents that such Stockholder has substantial knowledge and experience in
financial, investment and business matters, and specifically in the business of
the Company, and has the requisite knowledge and experience to evaluate the
risks and merits of this investment. Each Stockholder represents and warrants
that the decision of such Stockholder to purchase the Stock hereunder has been
made by such Stockholder independent of any other Stockholder and independent of
any statements, disclosures or judgments as to the properties, business,
prospects or condition (financial or otherwise) of the Company which may have
been made or given by any Stockholder or other person. Each Stockholder
represents and warrants to the Company and the Stockholders that the Stockholder
can and will bear the economic risks of his investment in the Company and
acknowledges that the Stockholder is able to hold the Company's unregistered
Stock indefinitely and is able to sustain a complete loss if the securities
become worthless.
(b) Each Stockholder acknowledges to the Company and the other
Stockholders that the Stock being purchased hereunder has not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), on the
ground that the sales of Stock pursuant to this Agreement are exempt under
Section 4(2) of the Securities Act as not constituting a distribution, and that
the Company's reliance on such exemption is predicated in part on each
Stockholder's representation which the Stockholder herewith makes that the Stock
has been acquired solely by and for the account of such Stockholder for
investment purposes only, and is not being purchased for subdivision,
fractionalization, resale or distribution. Such Stockholder has no contract,
undertaking, agreement or arrangement with any other Stockholder to sell,
transfer or pledge to such other Stockholder or anyone else the Stock (or any
part thereof) which such Stockholder has purchased hereunder. Such Stockholder
has no present plans or intentions to enter into any such contract, undertaking,
agreement or arrangement. The Stock has not been registered or qualified
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for resale under applicable securities laws, and may not be sold except pursuant
to such registration or qualification thereunder or an exemption therefrom. Such
Stockholder has adequate means of providing for the Stockholder's current needs
and possible contingencies and has a net worth equal to at least three times the
Stockholder's investment in the Stock. Each Stockholder further acknowledges to
the Company that the Stock being sold to the Stockholder must be held
indefinitely unless it is subsequently registered under the Securities Act or a
transfer is made pursuant to an exemption from such registration, for example,
pursuant to Rule 144. Each Stockholder further represents and warrants to the
Company and the other Stockholders that such Stockholder's financial condition
is such that the Stockholder is not under any present necessity or constraint,
and does not foresee in the future any necessity or constraint, to dispose of
these shares to satisfy any existing or contemplated debt or undertaking.
(c) In the event that in the future the Company engages in any negotiation
or transaction (including a merger or consolidation or other reorganization by
or of the Company) in which Regulation D promulgated by the Securities and
Exchange Commission may or will be available to the Company, each of the
Stockholders who is not then a professional investor agrees irrevocably (and
with the knowledge and intention that the other holders of the Company's stock
of all classes will rely thereon in making their respective present investment
decisions) that the Stockholder will, within 5 business days of notice from the
Company, which may be given in the sole discretion of the Company, appoint a
purchaser's representative or representatives who shall be qualified and
acceptable to the Company and any other person(s) who is (are) involved in the
proposed transaction so that the maximum benefits of Regulation D shall be
available to the Company and all of its Stockholders. Any Stockholder who does
not perform this covenant shall be liable to the Company and all of the
Company's other stockholders for any damage or loss that may or might be
incurred thereby.
6. Holdback.
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Each Stockholder agrees that until July 31, 2002, the Stockholder will not,
directly or indirectly, sell, assign, transfer, grant a participation in, pledge
or otherwise dispose of the Stock or any interest therein purchased by the
Stockholder pursuant to this Agreement, other than to the Company pursuant to
the Pledge Agreement delivered by the Stockholder hereunder; provided, however,
that this paragraph 6 may be modified or waived at any time by the Company's
Board of Directors in its sole discretion.
7. Stockholders Agreement.
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Each Stockholder hereby agrees to become party to, and that the Stock will
be subject to, the Company's Stockholders Agreement, in the form attached as
Exhibit 4 hereto.
8. Registration Rights.
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The Stock has not been registered under Federal or state securities laws
and, in consequence thereof, all of the Stock must be held indefinitely unless
(a) subsequently registered under applicable Federal and state securities laws
or (b) exemptions from such registration are
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available at the time of a proposed sale or transfer thereof. The Company has no
present intention to file a registration statement under either Federal or state
law.
9. Legend.
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All certificates representing shares of the Stockholder Stock shall be
endorsed as follows:
"THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON
COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED
JULY 21, 1997, AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS AND
THE SUBSCRIPTION AGREEMENT, DATED JULY 21, 1997, AMONG THE COMPANY AND
CERTAIN INVESTORS THEREIN. REFERENCE ALSO IS MADE TO THE RESTRICTIVE
PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE
COMPANY. A COPY OF THE ABOVE REFERENCED AGREEMENTS ARE ON FILE AT THE
OFFICE OF THE COMPANY X/X XXXXXX XXXXXXXXXX, XXX., XXXXXXXXX XXXXXX,
XXXXX 000, 0000 XXXX XXXX XXXX, XXXXXXXXX, XXXXXXXX 00000.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN
EXEMPTION FROM REGISTRATION, UNDER SAID ACT."
10. Miscellaneous Provisions and Definitions.
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(a) Subject to the conditions of transfer of Stock hereunder, this
Agreement shall be binding upon and shall inure to the benefit of each
individual Stockholder and the Stockholder's respective heirs, executors,
administrators, assigns and legal representatives and to the Company and its
respective successors and assigns, by way of merger, consolidation or operation
of law or otherwise. Once a Stockholder of the Company is no longer a
Stockholder of the Company, all rights and benefits previously enjoyed by such
party pursuant to the terms of this Agreement shall automatically terminate with
respect to such party.
(b) Prior to consummation of any transfer of shares of Stock held by any
Stockholder permitted under the Stockholders' Agreement, except for transfers
pursuant to Rule 144 or a public offering, such party shall cause the transferee
to execute an agreement in which the transferee agrees to be bound by the terms
of this Agreement.
(c) The language used in this Agreement will be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no rule of
strict construction will be applied against any person.
(d) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS,
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EXCEPT THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER
THAN THAT OF ILLINOIS, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR
ALLOWED BY THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE
ENACTMENT, MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF
ANY FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON. THE PARTIES HERETO
AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT
MAY BE COMMENCED IN THE COURTS OF THE STATE OF ILLINOIS OR THE UNITED STATES
DISTRICT COURTS IN THE NORTHERN DISTRICT OF ILLINOIS. STOCKHOLDER AND THE
COMPANY CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN SUCH
COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS. THE CHOICE OF
FORUM SET FORTH IN THIS SECTION 10(d) SHALL NOT BE DEEMED TO PRECLUDE THE
ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION
UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER JURISDICTION.
(e) THE PARTIES HERETO AGREE THAT ANY DISPUTE BETWEEN OR AMONG THE PARTIES
TO THIS AGREEMENT RELATING TO OR IN RESPECT OF THIS AGREEMENT, ITS NEGOTIATION,
EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY COURSE OF CONDUCT OR DEALING OR
ACTIONS UNDER OR IN RESPECT OF THIS AGREEMENT, SHALL BE SUBMITTED TO, AND
RESOLVED EXCLUSIVELY PURSUANT TO ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL
ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. SUCH ARBITRATION
SHALL TAKE PLACE IN CHICAGO, ILLINOIS, AND SHALL BE SUBJECT TO THE SUBSTANTIVE
LAW OF THE STATE OF ILLINOIS. DECISIONS PURSUANT TO SUCH ARBITRATION SHALL BE
FINAL, CONCLUSIVE AND BINDING ON THE PARTIES SUBJECT TO CONFIRMATION,
MODIFICATION OR CHALLENGE PURSUANT TO 9 U.S.C. (S) 1 ET SEQ. UPON THE CONCLUSION
OF ARBITRATION, THE PARTIES TO THIS AGREEMENT MAY APPLY TO ANY COURT OF THE TYPE
DESCRIBED IN SECTION 10(d) TO ENFORCE THE DECISION PURSUANT TO SUCH ARBITRATION.
IN CONNECTION WITH THE FOREGOING, THE PARTIES HEREBY WAIVE ANY RIGHTS TO A JURY
TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT AND THE
AGREEMENTS AND TRANSACTIONS CONTEMPLATED HEREBY.
(f) All personal pronouns used in this Agreement, whether masculine,
feminine or neuter gender, shall include all other genders if the context so
requires; the singular shall include the plural, and vice versa.
(g) 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 instrument.
(h) The words "sale", "sell", "transfer" and the like shall include any
disposition by way of transfer, with or without consideration, to any person for
any purpose and shall include, but shall not be limited in any way to,
redemption (of other than its preferred stock) by the
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issuer, private or public sale or exchanges of securities or any other similar
transaction involving Stock.
(i) In case any one or more of the provisions or parts of a provision
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of this Agreement or any other jurisdiction, but this Agreement shall
be reformed and construed in any such jurisdiction as if such invalid or illegal
or unenforceable provision or part of a provision had never been contained
herein and such provision or part shall be reformed so that it would be valid,
legal and enforceable to the maximum extent permitted in such jurisdiction.
(j) This Agreement constitutes the entire agreement by and among the
parties with respect to the subject matter hereof and may not be modified
orally, but only by a writing subscribed by the party charged therewith.
(k) Each of the parties hereto agrees to execute all such further
instruments and documents and to take all such further action necessary to
effectuate the terms and purposes of this Agreement.
(l) Whenever notice is required to be given by any party hereunder, such
notice shall be deemed sufficient when delivered to the Company at its address
above (which is also the address of The Jordan Company) and to each of the other
Stockholders at his address below or to such other address as the Stockholder
shall have furnished.
(m) Each party shall be entitled to rely conclusively upon any notice
received, or the failure to receive any notice, from any other party with
respect to rights and obligations under this Agreement.
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IN WITNESS WHEREOF, each of the undersigned has signed this Subscription
Agreement:
JORDAN TELECOMMUNICATIONS
PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
MEZZANINE CAPITAL & INCOME
TRUST 2001 PLC
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Representative
LEUCADIA INVESTORS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
JORDAN/ZALAZNICK CAPITAL
COMPANY
By: /s/ Xxxx X. Xxxxxx XX
------------------------------------
Name: Xxxx X. Xxxxxx XX
Title: Authorized Representative
XXXX X. XXXXXX, XX REVOCABLE
TRUST
/s/ Xxxx X. Xxxxxx XX
-----------------------------------------
Xxxx X. Xxxxxx, XX
Trustee
THE JORDAN FAMILY TRUST
/s/ Xxxx X. Xxxxxx XX
-----------------------------------------
Xxxx X. Xxxxxx, XX
Trustee
/s/ Xxxx X. Xxxxxx XX
-----------------------------------------
Xxxx X. Xxxxxx, XX
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxx X. Max
-----------------------------------------
Xxxx X. Max
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxx Xx.
-----------------------------------------
Xxxxx X. Xxxxxx, Xx.
/s/ Xxxx Xxxxxxxx
-----------------------------------------
Xxxx Xxxxxxxx
G. XXXXXX XXXXXX IRREVOCABLE
GIFT TRUST, UTI DATED
DECEMBER 26, 1990
/s/ G. Xxxxxx Xxxxxx
-----------------------------------------
G. Xxxxxx Xxxxxx
Trustee
/s/ Xxxx Xxxxxx O'Brien
-----------------------------------------
Xxxx Xxxxxx X'Xxxxx
/s/ Xxxxxx X. Xxxxxx Xx.
-----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
/s/ Xxxxxxxxx X'Xxxxx Jordan
-----------------------------------------
Xxxxxxxxx X'Xxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxx
JII PARTNERS LIMITED PARTNERSHIP
By Jordan Industries, Inc.,
its General Partner
By: /s/ Xxxx X. Xxxxxx XX
------------------------------------
Name: Xxxx X. Xxxxxx XX
Title: Chairman
/s/ A. Xxxxxxx Xxxxxx Xx.
-----------------------------------------
A. Xxxxxxx Xxxxxx, Xx.
/s/ Xxxxxxx Xxxx
-----------------------------------------
Xxxxxxx Xxxx
