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EXHIBIT 10(m)
SHAREHOLDERS AGREEMENT
THIS AGREEMENT is made and entered into as of the 13th day of February,
1997, by and between Just Like Home, Inc. ("JLH"), a Florida corporation whose
principal business address is 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxx, Xxxx
X. Xxxxxxxx ("Xxxxxxxx"), an individual whose principal business address is
0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000, and Xxxxxxxxx X. Xxxxxx
("Xxxxxx"), an individual whose principal business address is 0000 Xxxxxx Xxxx
Xxxx, Xxxxxxxxx, Xxxxxxx 00000-0000.
W I T N E S S E T H:
WHEREAS, Xxxxxx is the holder of 2,475,000 shares of common stock of
JLH; and
WHEREAS, Xxxxxxxx is the holder of ____________ shares of common stock
of JLH; and
WHEREAS, Xxxxxx and Xxxxxxxx each represent that they are the owner of
the number of shares of capital stock of JLH indicated above; and
WHEREAS, in order to provide for the smooth and efficient operation of
JLH, to prevent conflicts, and to avoid deadlocks, Xxxxxx xxxxx it to be in the
best interest of JLH and of all the shareholders that this Agreement be
executed; and
WHEREAS, since Xxxxxx owns approximately _____% of the total voting
power of common stock of JLH, she possesses effective voting control of the
Company; and
WHEREAS, the parties believe that a business combination will be
facilitated and value maximized for the shareholders of JLH if the parties
hereto enter into this Agreement; and
WHEREAS, the purpose of this Agreement is to set forth the terms and
conditions of the arrangements which Xxxxxx and her husband, Xxxxxxx Xxxxxx,
M.D., acting for JLH, have negotiated with Community Assisted Living Centers,
Inc., a Florida corporation with respect to its voting control of JLH to the
extent set forth in the Merger Agreement.
NOW, THEREFORE, for the reasons stated above, Xxxxxx and Xxxxxxxx, in
consideration of their mutual promises, agree with each other and with JLH, as
follows:
ARTICLE I
Restriction on Transfer of Stock
Neither Xxxxxx nor Xxxxxxxx shall at any time during the existence of
this Agreement, directly or indirectly, sell, assign, transfer, mortgage,
encumber, pledge, or
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otherwise deal with or dispose of all or any part of the shares of stock in the
Corporation now owned and hereafter acquired by him, without first complying
with the terms and conditions of this Agreement. For purposes of this
Agreement, shares of stock owned by a husband and wife (regardless of whether
held jointly or separately) shall be considered as held by one stockholder and
this Agreement shall not apply to any sale, gift, bequest or other transfer
from a husband to his wife or from a wife to her husband.
ARTICLE II
Endorsements on Stock Certificates
Simultaneously with the execution of this Agreement, endorsements shall
be placed on each certificate subject to this Agreement in substantially the
following forms:
The shares represented by this certificate have not been registered under
the Securities Act of 1933 or any state securities law, and no sale,
pledge, hypothecation, assignment, transfer or other disposition shall be
permitted except pursuant to an effective registration statement in
compliance with such laws or upon receipt of an opinion of counsel to the
Corporation that such disposition is in compliance with an exemption from
such laws.
The sale, encumbrance or other disposition of the shares represented by
this certificate is subject to the terms and conditions of an Agreement
dated as of February ____, 1997 by and among the holder of this
certificate, this Corporation and others, a copy of which Agreement is on
file in the office of this Corporation and will be furnished without
charge upon request.
After such endorsements, the certificates shall be delivered to their
respective owners who shall be entitled, subject to the terms hereof, to
exercise all rights and interest therein. Upon the termination of this
Agreement, such certificates shall be surrendered to the Corporation and new
certificates without the latter endorsement shall be issued in lieu thereof.
ARTICLE III
Election of Directors
For as long as this Agreement shall remain in effect Xxxxxx and Xxxxxxxx
agree to vote the shares of stock subject to this Agreement to effect the
election of and to continue in office a board of directors consisting of a
majority of individuals Xxxxxxxx may desire to elect from time to time in his
sole and absolute discretion. Toward that end, at any time when an election of
directors is necessary or has been called pursuant to the bylaws of JLH then in
effect Xxxxxxxx shall provide a roster of a majority number of candidates for
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director positions. Xxxxxx shall concurrently provide a roster of a minority
number of director candidates she formulates in her sole discretion, they shall
reach a consensus on this roster. The combined roster shall be that which is
voted by Xxxxxxxx and Xxxxxx. Upon execution of this Agreement, the following
persons will constitute the Board of Directors.
1. Xxxxxxx X. Xxxxxx, M.D.
2. Xxxxxxxxx X. Xxxxxx
3. Xxxxxxx Xxxxxx
4. Xxxx X. Xxxxxxxx
5. Xxxxxx X. Xxxxx
6. ______________________
7. ______________________
The sixth and seventh positions shall be held by two of Xxxxxxx X. Xxxxxxx,
Xxxxxxxx Xxxxxx, and Xxx Xxxxx and shall be proposed for election at the Annual
meeting of shareholders scheduled to be held in May 1997. The two nominees will
be subject to the agreement of Xxxxxx and Xxxxxxxx.
ARTICLE IV
Other Business Matters
In all matters other than the election of directors which might come
before the shareholders of JLH either in the ordinary course of the operation
of JLH or in any special circumstance, the parties shall each vote the shares
owned by them in such a manner as Xxxxxx and Xxxxxxxx shall mutually agree.
In the event Xxxxxx and Xxxxxxxx are unable to reach a mutually
satisfactory agreement on the manner in which the shares will be voted at any
such meeting, then the issue shall be submitted to a special meeting of the
Board of Directors of JLH, who will mediate the disagreement toward a mutually
acceptable resolution.
In the event the Board of Directors fail to mediate the conflict to the
reasonable satisfaction of Xxxxxx and Xxxxxxxx at the meeting called for that
purpose, then Xxxxxx and Xxxxxxxx shall each immediately appoint a
disinterested third party to serve as their representative, which individuals
shall in turn appoint a third individual, the three of whom will arbitrate the
conflict, the majority decision of whom will control. The arbitrators shall,
within ten (10) days after the submission of all evidentiary materials, submit
their written decision on each disputed item to Xxxxxx and Xxxxxxxx. Any
determination by the arbitrators with respect to any disputed item shall be
final and binding on Xxxxxx and Xxxxxxxx.
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ARTICLE V
Duration
This Agreement shall become effective at the Effective Time defined in
the Merger Agreement and terminate five years from the Effective time. A copy
of this Agreement shall be provided to JLH's principal office.
This Agreement may be extended for additional terms of 5 years each
upon the expiration of the initial five year term through the execution of an
extension agreement between Xxxxxx and Xxxxxxxx. Any such extension agreement
may be valid for up to five years from the date of the execution thereof.
Copies of the extension agreement shall be provided to JLH's principal office.
ARTICLE VI
Substitution
In the event Xxxxxxxx should die or become disabled so as not to be
able to perform his duties as chief executive officer, Xx. Xxxxxx Xxxxx
("Xxxxx") shall have the right to substitute all shares owned by him (but no
less than _____ shares) for the shares of Xxxxxxxx covered by this Agreement
and Xxxxx shall assume the responsibilities of Xxxxxxxx for the duration of
this Agreement. Xxxxxxxx or his estate will be entitled to the reissuance of
the shares covered by this Agreement, free of the second paragraph of the
endorsements to be placed on the stock certificate as required by Article II.
Such endorsement will be placed on Xxxxx'x certificates.
ARTICLE VII
Sale of Stock
Xxxxxx and Xxxxxxxx agree not to transfer, sell, assign or pledge any
of shares covered by this Agreement except as follows:
(i) Xxxxxx shall have the right to sell any shares covered
hereby publicly pursuant to Rule 144 of the General Rules
and Regulations promulgated under the Securities Act of
1933, as amended. In the event Xxxxxx exercises such right,
Xxxxxxxx will be entitled to also sell publicly pursuant to
Rule 144, the same percentage of shares owned by him as the
percentage of shares owned are sold by Xxxxxx.
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(ii) Xxxxxx and Xxxxxxxx shall have the right to sell in a public offering
pursuant to a registration statement filed with the Securities and
Exchange Commission up to fifty percent (50%) of the shares owned by
each of them at the time of such offering. Xxxxxx and Xxxxxxxx agree
that in the event of an underwritten offering, if there is a question
as to the number of shares to be included in the registration
statement, to the extent practicable, each party will sell the same
percentage of their ownership.
ARTICLE VIII
Transfer of Stock During Lifetime
If Xxxxxx desires to sell a portion of her stock in the Corporation,
pursuant to Rule 144, she shall first serve notice (hereinafter called the
"Offer to Sell") to that effect upon Xxxxxxxx, stating the number of shares
desired to be sold, and offering to sell such shares to Xxxxxxxx at the same
price and upon the same terms and conditions on which she is able to sell
pursuant to Rule 144. Xxxxxxxx shall have the first right to purchase all or any
part of the stock so offered by giving notice of acceptance (specifying the
number of shares to be purchased) to Xxxxxx within ten (10) days after notice.
In the event any stock is to be purchased pursuant to the terms of this
Article VII, the sale shall be closed within 15 days after the receipt by
Xxxxxxxx of the Offer to Sell.
ARTICLE IX
Further Action
The parties hereto hereby agree that they will, at any time and from time
to time, upon request of any other party hereto, do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged and delivered, all such
further acts, actions, assignments, transfers, agreements, assurances and
powers of attorney as may be reasonably required to carry out the transaction
herein contemplated.
ARTICLE X
Miscellaneous
Nonassignability. Neither this Agreement nor any of the rights hereunder
shall be assignable by any party except with the written consent of the other
party to this Agreement.
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Waiver of Breach. The waiver of any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by any party hereto.
Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their respective heirs, personal
representatives, successors and permitted assigns.
Amendments. No amendments or variations of the terms and conditions of
this Agreement shall be valid unless the same is in writing and signed by all
the parties hereto or their duly authorized agent.
Headings. The paragraph headings contained herein are for convenience only
and shall not in any way affect the interpretation or enforceability of any
provision of this Agreement.
Governing Law. This Agreement shall be construed and enforced pursuant to
the laws of the State of Florida.
Entire Agreement. This Agreement contains the entire agreement between the
parties hereto with respect to the transactions contemplated in this Agreement
and supersedes any and all prior Agreements or understandings with respect
thereto.
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute but one document.
Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Agreement shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.
Notices. Any and all notices or other communications required or permitted
by this Agreement or by law to be served on or given to either party hereto by
the other party hereto shall be in writing and shall be deemed duly served and
given when personally delivered to such party to whom it is directed, or in lieu
of such personal service, when:
(i) Deposited in the United States mail, first-class postage prepaid,
return receipt requested; or
(ii) deposited with a nationally recognized overnight delivery service,
addressed to the parties at the addresses set forth herein.
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Either party may change its address for the purpose of this paragraph
by giving written notice of such change to the other party in the manner
provided in this paragraph. Copies of all notices shall be directed to the
addresses set forth above.
Confidentiality. Purchaser shall not release any announcement or
provide any information concerning this Agreement or any transaction
contemplated hereby.
Successors. This Agreement shall be binding on and shall, as
applicable, inure to the benefit of the heirs, executors, administrators,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
WITNESS:
/s/ Xxxxxxxx Xxxxxx /s/ Xxxx X. Xxxxxxxx
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XXXX X. XXXXXXXX
/s/ Xxxxxxx Xxxxxxx
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WITNESS:
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxxxxxx X. Xxxxxx
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XXXXXXXXX X. XXXXXX
/s/ Xxxxxxx Xxxxxxx
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JUST LIKE HOME, INC.
ATTEST:
---------------------------------- BY: /s/ Xxxxxxxxx X. Xxxxxx
Secretary ------------------------------
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