1
Exhibit 10.1
STOCKHOLDERS AGREEMENT
Dated as of January 16, 1998
Among
GSD ACQUISITION CORP.
AND ITS STOCKHOLDERS
2
TABLE OF CONTENTS
Page
Section 1. Restructuring......................................... 2
Section 2. Definitions........................................... 3
Section 3. Voting Arrangements................................... 7
(a) Election of Directors................................. 7
(b) Removal of Directors.................................. 7
(c) Vacancies............................................. 7
(d) Rights Unimpaired..................................... 7
(e) Board Observer........................................ 8
Section 4. Repurchase Option..................................... 8
(a) Termination of Employment............................. 8
(b) Repurchase Procedure for Employee Stock............... 8
Section 5. Restrictions on Transfer of Employee Stock............ 9
(a) Restrictions on Transfer.............................. 9
(b) Certain Permitted Transfers........................... 9
Section 6. Restrictions on Transfer of SG Stock.................. 10
(a) Restrictions on Transfer.............................. 10
(b) Certain Permitted Transfers........................... 10
(c) Right of First Refusal................................ 10
Section 7. Additional Restrictions on Transfer................... 11
(a) Stock Legend.......................................... 11
(b) Additional Legends.................................... 11
(c) Opinion of Counsel.................................... 12
Section 8. Sale of the Company................................... 12
Section 9. Participation Rights.................................. 12
Section 10. Registration Rights................................... 13
(a) Demand Registration................................... 13
(b) Company Registration.................................. 14
(d) Costs of Registration................................. 15
(f) Registration Procedures............................... 15
i
3
(g) Other Limitations..................................... 15
Section 11. Assignment of Rights; Representations on Sale......... 16
Section 12. Equity Issuances...................................... 16
Section 13. Transfers in Violation of Agreement................... 16
Section 14. New Employee Stockholders............................. 16
Section 15. Amendment and Waiver.................................. 17
Section 16. Severability.......................................... 17
Section 17. Entire Agreement...................................... 17
Section 18. Successors and Assigns................................ 17
Section 19. Counterparts.......................................... 17
Section 20. Remedies.............................................. 18
Section 21. Notices............................................... 18
Section 22. Governing Law......................................... 20
Section 23. Descriptive Headings.................................. 20
Section 24. Termination; Survival................................. 20
ii
4
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this "AGREEMENT") is dated as of
January 16, 1998 among GSD ACQUISITION CORP, a Delaware corporation (the
"COMPANY"), GREENWICH IV LLC, a Delaware limited liability company
("GREENWICH"), Societe Generale Capital Corporation ("SG"), the Employee
Stockholders set forth on Schedule A hereto and each other individual who
hereafter executes a counterpart of this Agreement (or otherwise agrees to be
bound by the provisions hereof) and who is designated as an Employee Stockholder
(the "EMPLOYEE STOCKHOLDERS" and, together with Greenwich and SG, the
"STOCKHOLDERS").
W I T N E S S E T H :
WHEREAS, Greenwich, the Company, and Day International Group,
Inc. ("DAY INTERNATIONAL") are party to that certain Stock Purchase Agreement,
dated as of December 18, 1997 as amended (the "STOCK PURCHASE AGREEMENT"),
providing for the acquisition by the Company of all of the outstanding shares of
common stock of Day International, except for the Retained Shares and the
Retained Options as defined in the Stock Purchase Agreement;
WHEREAS, the Company has two classes of Common Stock, Class A
Common Stock, par value $.01 per share (the "VOTING COMMON STOCK") and Class B
Common Stock, par value $.01 per share (the "NON-VOTING COMMON STOCK", together
with the Voting Common Stock, the "COMMON STOCK");
WHEREAS, immediately after the closing under the Stock
Purchase Agreement (a) Greenwich will own approximately 100% of the total
outstanding shares of Voting Common Stock and 83.4% of the total outstanding
shares of Common Stock; (b) SG will own approximately 100% of the Non-Voting
Common Stock and 16.6% of the total outstanding shares of Common Stock, (c) the
Company will own 93.9% of the total outstanding equity of Day International, and
(d) each Employee Stockholder will hold shares, or options to acquire shares, of
common stock of Day International as set forth opposite such Employee
Stockholder's name on the portion of Section 2.1(a) of the Disclosure Schedule
of the Stock Purchase Agreement which is applicable to such Employee
Stockholder;
WHEREAS, after the closing under the Stock Purchase Agreement,
Day International will seek the consents of certain noteholders of Day
International to a restructuring involving the Company and Day International and
if such consents are obtained, then Greenwich and SG will become stockholders of
Day International and if
5
such consents are not obtained, then the Employee Stockholders will either
become stockholders and optionholders of the Company or this Agreement will be
amended in an appropriate fashion to include the Employee Stockholders' equity
interests in Day International;
WHEREAS, after the closing under the Stock Purchase Agreement
either the Company or Day International will adopt a stock option plan under
which certain employees of Day International or one or more of its subsidiaries
will be granted options to acquire common stock of the Company or Day
International, as the case may be; and
WHEREAS, the parties hereto believe it to be in their best
interests that they enter into this Agreement providing for certain rights and
restrictions with respect to the shares of common stock or options to acquire
shares of common stock of the Company owned from time to time by them or their
transferees.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the parties hereto agree as follows:
SECTION 1. RESTRUCTURING. (a) After the closing under the
Stock Purchase Agreement, Day International and the Company intend to solicit
the consents of certain of Day International's noteholders to effect a
restructuring (the "RESTRUCTURING"), structured as a liquidation, exchange,
merger or otherwise, which would result in all of the stockholders of the
Company becoming stockholders of Day International and all of the obligations of
the Company, including without limitation, all of its indebtedness for borrowed
money, becoming obligations of Day International. The Restructuring may occur in
several stages or in one integrated transaction. Immediately following the
Restructuring, the Employee Stockholders will, in the aggregate, own 14.5% of
the equity of Day International (with each Employee Stockholder owning the same
proportion of such equity as it owns in the equity of Day International owned by
all Employee Stockholders immediately after the closing under the Stock Purchase
Agreement) and Greenwich and SG will, in the aggregate, own 85.5% of the equity
of Day International (of which 83.4% will be owned by Greenwich and 16.6% will
be owned by SG). Societe Generale will hold SG Warrants exercisable into 10% of
the common stock of Day International which would dilute the Employee
Stockholders, Greenwich and SG on a pro rata basis. SG and each Employee
Stockholder hereby consents to the Restructuring and agrees to fully cooperate
with and take all necessary and desirable actions requested by Day International
or the Company in connection with the consummation of the Restructuring and each
Stockholder agrees that the terms of this Agreement will apply to any shares of
common stock received by it in connection with the Restructuring and, if
requested by Greenwich, will execute an amended and restated version of this
Agreement
2
6
which substitutes Day International as the "Company" herein, in each case so
long as the relative economic and other rights of the Stockholders are not
materially altered.
(b) If such consents to the Restructuring are not obtained,
then each of the employees who hold equity securities of Day International after
the closing under the Stock Purchase Agreement will, at the request of Day
International, either (a) exchange such equity securities for equity securities
of the Company and execute and deliver this Agreement as Employee Stockholders
(with the objective of achieving the same economic result for such Employee
Stockholders which would have been obtained had the Restructuring occurred) or
(b) execute and deliver an amended and restated version of this Agreement which
provides substantially the same benefits and imposes substantially the same
restrictions on the equity securities held by such employees in Day
International as those provided to and imposed on the Employee Stockholders in
this Agreement with respect to equity securities of the Company.
SECTION 2. DEFINITIONS. For purposes of this Agreement, the
following terms have the indicated meanings:
"AFFILIATE" of a Person means any other Person controlling,
controlled by or under common control with such Person, whether by ownership of
voting securities, by contract or otherwise.
"APPROVED SALE" is defined in Section 8.
"BOARD" means the Company's Board of Directors.
"CAUSE" means (a) with respect to any Employee Stockholder
with an employment agreement that explicitly defines "Cause," the definition set
forth in such employment agreement and (b) with respect to any other Employee
Stockholder, (i) such Employee Stockholder's willful and repeated failure to
perform substantially his duties as an employee of the Company or any
Subsidiary, including, without limitation, such Employee Stockholder's willful
and repeated failure to comply with reasonable and lawful directives of the
Board (as set at any meeting of the Board in accordance with the Company's
bylaws) or such Employee Stockholder's supervisory personnel (provided such
directives are consistent with his or her position), (ii) any conviction of, or
the entering of a plea of guilty or nolo contendere to, a crime that constitutes
a felony, or any willful or material violation by such Employee Stockholder of
any federal, state or foreign securities laws, (iii) any conviction of any other
criminal act or act of material dishonesty, disloyalty or misconduct by such
Employee Stockholder (other than minor traffic offenses and similar acts) that
is materially injurious to the property, operations, business or reputation of
the Company or any of its Subsidiaries, (iv) the failure to
3
7
comply with the terms of any equity plan, arrangement or agreement of the
Company or any Affiliate, in which such Employee Stockholder is a participant or
to which such Employee Stockholder is a party or (v) the willful and material
breach by such Employee Stockholder of any written covenant or agreement with
the Company, any Subsidiary or any Affiliate not to disclose any information
pertaining to the Company, any Subsidiaries or any Affiliates or not to compete
or interfere with the Company, any of its Subsidiaries or Affiliates.
"COMMON STOCK" is defined in the second "Whereas" clause.
"COMPANY" is defined in the preface.
"COMPANY REGISTRATION" is defined in Section 10(b).
"DAY INTERNATIONAL" is defined in the first "Whereas" clause.
"DEMAND REGISTRATION" is defined in Section 10(a).
"EMPLOYEE STOCK" means Stockholder Shares held by the Employee
Stockholders and their respective Permitted Transferees.
"EMPLOYEE STOCKHOLDER" is defined in the preface.
"FAIR MARKET VALUE" as of any date means (a) with respect to
publicly traded Common Stock, the market trading price of such Common Stock, (b)
with respect to non-publicly traded Common Stock, the fair market value of such
Common Stock (expressed on a per-share basis) as of such date, as determined in
good faith by the Board based on the consolidated results of operations,
financial condition and future prospects of the Company and such other factors
as the Board may deem appropriate and (c) with respect to Options, the
difference of (i) the product of the amount described in clause (a) or (b) above
(as appropriate) multiplied by the number of shares of Common Stock issuable
upon exercise of the Option, minus (ii) the aggregate exercise price of the
Option.
"FAMILY GROUP" is defined in Section 5(b).
"GREENWICH" is defined in the preface.
"GREENWICH STOCK" means Stockholder Shares held by Greenwich,
its Affiliates and their respective transferees.
4
8
"INDEPENDENT THIRD PARTY" means any person who does not own in
excess of 10% of the Common Stock on a fully-diluted basis, who is not
controlling, controlled by or under common control with any such 10% owner of
Common Stock and who is not the spouse, ancestor or descendant (by birth or
adoption) of any such 10% owner of Common Stock.
"NON-VOTING COMMON STOCK" is defined in the second "Whereas"
clause.
"OPTIONS" means options to purchase shares of Common Stock.
"ORIGINAL COST" means for any Employee Stockholder and with
respect to any share of Employee Stock, such Employee Stock's original purchase
price for such share of Employee Stock acquired from the Company and held by
such Employee Stockholder, as reflected in the records of the Company, provided
that (a) for any shares of Employee Stock which were Retained Shares, the
"original cost" of each such share will be $4,030.03, (b) for any shares of
Employee Stock which were acquired by the exercise of Retained Options, the
"original cost" of each such share will be the excess of $4,030.03 minus the
exercise price for such Retained Option and (c) for any Options which were
Retained Options, the "original cost" of each such Option will be the excess of
$4,030.03 minus the exercise price for such Option.
"OTHER STOCKHOLDERS" is defined in Section 8.
"PARTICIPATING STOCKHOLDERS" is defined in Section 9.
"PERMITTED TRANSFEREE" is defined in Section 5(b).
"PERSON" means any individual, corporation, partnership, firm,
joint venture, association, limited liability company, joint-stock company,
trust, unincorporated organization, governmental or regulatory body or other
legal entity.
"QUALIFIED PUBLIC OFFERING" means the sale, in an underwritten
public offering registered under the Securities Act, of shares of Common Stock
having an aggregate offering value (before underwriters' discounts and selling
commissions) of at least $50 million, but excluding any offering relating to any
of the SG Warrants or the shares of Common Stock into which the SG Warrants are
exercisable.
"REPURCHASE NOTICE" is defined in Section 4(b).
"RESTRUCTURING" is defined in Section 1(a).
5
9
"RETAINED OPTIONS" is defined in Section 2.1(a) of the Stock
Purchase Agreement.
"RETAINED SHARES" is defined in Section 2.1(a) of the Stock
Purchase Agreement.
"SALE NOTICE" is defined in Section 9.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SG" is defined in the preface.
"SG STOCK" means Stockholder Shares held by SG and its
transferees.
"SG WARRANTS" means the Warrants held by Societe Generale
pursuant to the Warrant Agreement, dated as of January 15, 1998, between the
Company and ChaseMellon Shareholder Services, L.L.C. as the Warrant Agent.
"SOCIETE GENERALE" means Societe Generale or transferees of SG
Warrants.
"STOCK PURCHASE AGREEMENT" is defined in the first "Whereas"
clause.
"STOCKHOLDER" is defined in the preface.
"STOCKHOLDER SHARES" means (i) all shares of Common Stock
acquired by the Stockholders, including all shares of Common Stock acquired
pursuant to the exercise of Options and, for purposes of Sections 8, 9 and 10
only, the SG Warrants and all shares of Common Stock acquired pursuant to the
exercise of the SG Warrants and (ii) all shares of Common Stock or other
securities issued or issuable directly or indirectly with respect to the
securities referred to in clause (i) by way of stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. Stockholder Shares shall cease to be such
when they have been sold (x) pursuant to a registered public offering under the
Securities Act or (y) to the public pursuant to Rule 144 under the Securities
Act, or any successor provision.
"SUBSIDIARY" means, with respect to any Person, any other
Person of which at least a majority of the outstanding shares or other equity
interests having ordinary voting power for the election of directors or
comparable managers of such Person are owned, directly or indirectly, by the
first Person or one or more Subsidiaries of such first Person.
6
10
"TRANSFER NOTICE" is defined in Section 6(c).
"TRANSFER OFFER" is defined in Section 6(c).
"TRANSFER SECURITIES" is defined in Section 6(c).
"VESTED OPTIONS" means Options that are exercisable by the
holder thereof on the date of determination.
"VOTING COMMON STOCK" is defined in the second "Whereas"
clause.
"WARRANT AGREEMENT" means the agreement, dated as of January
15, 1998, between the Company and ChaseMellon Shareholder Services, L.L.C. as
the Warrant Agent.
SECTION 3. VOTING ARRANGEMENTS.
(a) ELECTION OF DIRECTORS. Each holder of Stockholder Shares
hereby agrees that such Person will vote, or cause to be voted, all voting
securities of the Company over which such Person has the power to vote or direct
the voting, and will take all other necessary or desirable action within such
Person's control, and the Company will take all necessary and desirable actions
within its control to cause the authorized number of directors for the Board to
be such number as designated by Greenwich, which initially shall be five, and to
elect or cause to be elected to the Board and cause to be continued in such
office, four individuals as designated by Greenwich from time to time and, for
so long as SG holds 5% of the outstanding Common Stock, one individual
designated by SG from time to time.
(b) REMOVAL OF DIRECTORS. If at any time Greenwich or SG shall
notify any or all of the other holders of Stockholder Shares of its desire to
remove, with or without cause, any individual from a directorship for which such
Person has designation rights pursuant to Section 3(a) above, all such Persons
so notified will vote, or cause to be voted, all voting securities of the
Company over which they have the power to vote or direct the voting, and shall
take all such other actions promptly as shall be necessary or desirable to cause
the removal of such director.
(c) VACANCIES. If at any time any Greenwich or SG director
ceases to serve on the Board (whether due to resignation, removal or otherwise),
then Greenwich or SG, as the case may be, shall be entitled to designate a
successor director to fill the vacancy created thereby on the terms and subject
to the conditions of Section 3(a) above. Each holder of Stockholder Shares
agrees that he, she or it will vote, or cause to be voted,
7
11
all voting securities of the Company over which such Person has the power to
vote or direct the voting, and shall take all such other actions as shall be
necessary or desirable, to cause the designated successor to be elected to fill
such vacancy.
(d) RIGHTS UNIMPAIRED. Nothing in this Agreement shall be
construed to impair any rights that the stockholders of the Company may have to
remove any director for cause. No removal for cause of an individual designated
pursuant to this Section 3 shall affect the right of Greenwich or SG, as the
case may be, to designate a different individual pursuant to Section 3 to fill
the directorship from which such individual was removed.
(e) BOARD OBSERVER. SG shall have the right, at any time upon
notice to the Company and to Greenwich, to have its right to designate a
director become a right to designate a non-voting observer. Such observer shall
have the right to receive notice of and attend and participate in discussions at
each regular and special meeting of the Board and will be entitled to receive at
the same time they are provided to the Board copies of any information
concerning the Company that is provided to each of the directors of the Company
with respect to such meetings, provided that such observer acknowledges and
agrees that such observer will be bound by the same duties and obligations of
loyalty and confidentiality with respect to such information that the directors
of the Company must satisfy. Observers will have no voting rights or any other
rights not expressly set forth above.
SECTION 4. REPURCHASE OPTION.
(a) TERMINATION OF EMPLOYMENT. Upon the termination of an
Employee Stockholder's employment by the Company or its Subsidiaries:
(i) if such termination is for any reason other than
for Cause (A) the Company may elect to repurchase all or any portion of
the Employee Stock or Vested Options held by such Employee Stockholder
and his or her Permitted Transferees at a price per share equal to Fair
Market Value as of the date of termination of the shares of Employee
Stock to be purchased (and, in the case of Vested Options, at the
excess of the aggregate Fair Market Value of all of the shares of
Common Stock which are subject to the Vested Options to be purchased
over the aggregate exercise price therefor) and (B) all Options held by
such Employee Stockholder other than Vested Options shall be
automatically canceled; and
(ii) if such termination is for Cause, the Company
may elect to repurchase all or any portion of the Employee Stock held
by such Employee
8
12
Stockholder and his or her Permitted Transferees at a price per share
equal to the lesser of Fair Market Value (as of the date of
termination) and Original Cost, and all Options (including Vested
Options other than Retained Options) held by such Employee Stockholder
shall be canceled automatically.
(b) REPURCHASE PROCEDURE FOR EMPLOYEE STOCK. The Company shall
exercise any election to purchase Employee Stock or Options pursuant to Section
4(a) by delivery to the Employee Stockholder, within 90 days after the
termination of such Employee Stockholder's employment, a written notice (the
"REPURCHASE NOTICE") specifying the number of shares of Employee Stock and
Options to be repurchased. The closing of any repurchase of Employee Stock or
Options shall take place not later than 190 days following the date on which the
Repurchase Notice is delivered to the Employee Stockholder. The shares of
Employee Stock or Options to be repurchased by the Company shall be satisfied
(i) first, from the shares of Employee Stock or Options held by the Employee
Stockholder at the time of delivery of the Repurchase Notice and (ii) second, if
the number of such shares is less than the number of shares elected to be
repurchased by the Company, from the shares of Employee Stock or Options held by
the Permitted Transferees of such Employee Stockholder in such proportions as
shall be determined by the Company. The Company will pay cash for any shares of
Employee Stock or Options to be repurchased under this Section 4, payable by
delivery of a check or wire transfer of funds in the amount of the aggregate
purchase price of the Employee Stock or Options being purchased by the Company;
provided, however, that in the event that any such repurchase is prohibited by
or would cause a default under any of the Company's or its Subsidiaries'
agreements for borrowed money, the Company may elect to pay for any shares of
Employee Stock or Options to be repurchased through the delivery of a three year
subordinated promissory note of the Company, which note shall accrue interest at
8% per annum, payable at maturity of the note, and shall be fully subordinated
in right of payment, including, without limitation, payment upon maturity of
such promissory note, and exercise of remedies to the lenders' rights under such
agreements for borrowed money.
SECTION 5. RESTRICTIONS ON TRANSFER OF EMPLOYEE STOCK.
(a) RESTRICTIONS ON TRANSFER. Prior to the later to occur of
(i) the fifth anniversary of the date of this Agreement and (ii) the
consummation of a Qualified Public Offering, no Employee Stock or Options may be
transferred except as provided in Section 5(b).
(b) CERTAIN PERMITTED TRANSFERS. Section 5(a) shall not apply
to transfers of (i) Employee Stock by will or pursuant to applicable laws of
descent and distribution or within an Employee Stockholder's family group;
provided that, in
9
13
connection with any such transfer, each such transferee (a "PERMITTED
TRANSFEREE") agrees in writing to be bound by the provisions of this
Agreement (ii) Employee Stock or Options pursuant to Section 4
(Repurchase Option) or (iii) Employee Stock pursuant to Section 8 (Sale
of the Company), Section 9 (Participation Rights) or Section 10(b)
(Company Registration). Any shares of Employee Stock transferred to a
Permitted Transferee shall continue to be Employee Stock for purposes
of this Agreement. An Employee Stockholder's "FAMILY GROUP" means such
Employee Stockholder's spouse and lineal descendants (whether natural
or adopted) and any trust formed and maintained solely for the benefit
of such Employee Stockholder, such Employee Stockholder's spouse or
such Employee Stockholder's lineal descendants.
SECTION 6. RESTRICTIONS ON TRANSFER OF SG STOCK.
(a) RESTRICTIONS ON TRANSFER. Prior to the earlier to occur of
(i) the fifth anniversary of the date of this Agreement and (ii) the
consummation of a Qualified Public Offering, no SG Stock may be transferred
except as set forth in Section 6(b).
(b) CERTAIN PERMITTED TRANSFERS. Section 6(a) shall not apply
to transfers by SG of SG Stock (i) to any of its Affiliates who agree to become
a party to, and to be bound to the same extent as its transferor by the terms of
this Agreement (ii) pursuant to Section 8 (Sales of the Company), Section 9
(Participation Rights) or Section 10 (Registration Rights) or (iii) pursuant to
Section 6(c) hereof.
(c) RIGHT OF FIRST REFUSAL. SG may transfer its shares of
Common Stock at any time provided that SG complies with the provisions of this
Section 6(c). SG agrees that if it or any of its Affiliates receives a bona fide
offer (a "TRANSFER OFFER") to purchase any or all the SG Stock (the "TRANSFER
SECURITIES") from any Person (the "OFFEROR") and intends to accept such offer,
SG shall provide a written notice (the "TRANSFER NOTICE") of such Transfer Offer
and the material terms thereof to the Company and Greenwich. The Transfer Notice
shall also contain an irrevocable offer to sell the Transfer Securities to
Greenwich (in a manner set forth below) at a price contained in, and upon
substantially the same terms and conditions as the terms and conditions
contained in, the Transfer Offer and shall identify the Offeror, the Transfer
Securities, the price contained in the Transfer Offer and the other material
terms and conditions of the Transfer Offer. At any time within 30 days after the
date of the receipt by the Company and Greenwich of the Transfer Notice,
Greenwich shall have the option to exercise its right to purchase (or assign its
rights to one of its Affiliates) all of the Transfer Securities at the same
price and on such substantially the same terms and conditions as the Transfer
Offer, in which event Greenwich will be obligated to purchase the Transfer
Securities in accordance with such terms within 60 days after the date of the
receipt by the Company and Greenwich of the Transfer Notice. At the closing of
such
10
14
purchase, Greenwich or one or more of its Affiliates shall deliver a certified
bank check or checks in the appropriate amount to SG against delivery of
certificates or other instruments representing the Transfer Securities so
purchased, appropriately endorsed by SG. If the Company or Greenwich or one or
more of its Affiliates has not given notice of its intention to exercise such
right to purchase within such 30 day period or has not tendered the purchase
price for such Securities in the manner set forth above within such 60 day
period, SG shall be free for a period of 60 days from the end of such 30 day or
60 day period, as the case may be, to transfer the Transfer Securities to the
Offeror on terms which are no more favorable in any material respect to the
transferee than the terms and conditions set forth in the Transfer Notice. If
for any reason SG does not transfer the Transfer Securities to the Offeror on
such terms and conditions or if SG wishes to sell the Transfer Securities on
terms which are more favorable in any material respect to the transferee than
those set forth in the Transfer Notice, the provisions of this Section 6(c)
shall again be applicable to the Transfer Securities. SG shall cause the
transferee of such shares to agree in writing to be bound by the provisions of
this Agreement, and such shares of SG Stock shall continue to be SG Stock for
purposes of this Agreement.
SECTION 7. ADDITIONAL RESTRICTIONS ON TRANSFER.
(a) STOCK LEGEND. The certificates representing Stockholder
Shares shall bear the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
ON , , HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.
THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES
OF SHARES AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
11
15
(b) ADDITIONAL LEGENDS. The certificates representing SG Stock
and Employee Stock shall bear the following legend in addition to the legends
set forth in Section 7(a) above:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A
STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 15, 1998 AMONG GSD
ACQUISITION CORP. AND CERTAIN STOCKHOLDERS THEREOF, A COPY OF WHICH MAY
BE OBTAINED WITHOUT CHARGE BY THE HOLDER HEREOF AT THE PRINCIPAL PLACE
OF BUSINESS OF GSD ACQUISITION CORP.
(c) OPINION OF COUNSEL. No Employee Stockholder may sell,
transfer or dispose of any such stock (other than pursuant to an effective
registration statement under the Securities Act) without first delivering to the
Company, if the Company so requests, an opinion of counsel reasonably acceptable
in form and substance to the Company that registration under the Securities Act
is not required in connection with such transfer.
SECTION 8. SALE OF THE COMPANY. If Greenwich approves the sale
of the Company to an Independent Third Party, whether by merger, consolidation,
sale of all or substantially all of its assets, sale of more than 50% of the
outstanding voting securities of the Company or otherwise (an "APPROVED SALE"),
the other holders of Stockholder Shares (the "OTHER STOCKHOLDERS") shall consent
to and raise no objections against such Approved Sale (and shall waive any
rights of appraisal) and shall fully cooperate with and take all necessary and
desirable actions in connection with the consummation of such Approved Sale,
including without limitation executing a purchase and sale agreement in the form
to be entered into by Greenwich. If the Approved Sale is structured as a sale of
stock, the Other Stockholders shall agree to sell all of their shares of Common
Stock and rights to acquire shares of Common Stock on the terms and conditions
approved by the Board and Greenwich. The obligations of the Other Stockholders
with respect to any Approved Sale are subject to the condition that (a) upon the
consummation of such Approved Sale, all of the holders of Common Stock will
receive the same form and amount of consideration per share of Common Stock as
is received by Greenwich, or if Greenwich is given an option as to the form and
amount of consideration to be received, all holders will be given the same
option and (b) no stockholder shall be required to incur indemnification
obligations which are joint and several (unless Greenwich and the Other
Stockholders enter into a contribution agreement which effectively provides for
several liability) or which are in excess of the net proceeds received by such
stockholder in connection with such Approved Sale. "COMMON STOCK" for purposes
of this Section 8 shall include the shares of Common Stock issuable upon the
exercise of the SG Warrants provided that such SG Warrants are exercised prior
to or at the closing of the Approved
12
16
Sale, it being understood that under the Warrant Agreement the SG Warrants must
be exercised in connection with an Approved Sale if requested by the Company.
SECTION 9. PARTICIPATION RIGHTS. Not less than 20 days prior
to any proposed transfer (including by merger, consolidation or otherwise) of
Common Stock by Greenwich, Greenwich shall deliver to the Other Stockholders and
the Warrant Agent a written notice (the "SALE NOTICE") specifying in reasonable
detail the identity of the proposed transferee(s) and the terms and conditions
of the proposed transfer. Any Other Stockholder may elect to participate in the
proposed transfer by delivering to Greenwich a written notice of such election
within the 10 business day period following delivery of the Sale Notice. If one
or more Other Stockholders elect to participate in such transfer (the
"PARTICIPATING STOCKHOLDERS"), Greenwich and each such Participating Stockholder
will be entitled to sell in such proposed transfer, at the same price and on the
same terms, a number of shares of Common Stock equal to the product of (i) the
quotient determined by dividing the percentage of the Company's Common Stock
then held by Greenwich or such Participating Stockholder, as the case may be, by
the aggregate percentage of the Common Stock then held by Greenwich and all
Participating Stockholders, multiplied by (ii) the number of shares of Common
Stock to be sold in such proposed transfer. For purposes of this Section 9, the
amount of Common Stock held by each Participating Stockholder who is an Employee
Stockholder shall be deemed to include all shares of Common Stock acquirable
pursuant to the exercise of Vested Options then held by such Participating
Stockholder, provided that such Employee Stockholder exercises such Vested
Options prior to or in connection with such transfer. The Participating
Stockholders shall pay a pro rata portion of the transaction expenses associated
with such transfer. Notwithstanding the foregoing, this Section 9 shall not
apply to (i) transfers by Greenwich of up to an aggregate of 20% of the
outstanding Common Stock, (ii) transfers by Greenwich to Affiliates of
Greenwich, provided that each such Affiliate agrees in writing to be bound by
the provisions of this Agreement binding Greenwich, (iii) transfers pursuant to
Rule 144 under the Securities Act (or any successor provision), (iv) transfers
pursuant to Section 8, or (v) transfers pursuant to Section 10. "COMMON STOCK"
for purposes of this Section 9 shall include the shares of Common Stock issuable
upon the exercise of the SG Warrants provided that the SG Warrants are exercised
prior to or at the closing of the Approved Sale. The parties hereto acknowledge
that this Section 9 is for the benefit of the holder(s) of SG Warrants and the
shares of Common Stock into which the SG Warrants are exercisable and their
successors or assigns. The Company agrees to provide notice to the Warrant Agent
(as defined in the Warrant Agreement) of any Sale Notice delivered pursuant to
this Section 9.
13
17
SECTION 10. REGISTRATION RIGHTS.
(a) DEMAND REGISTRATION. From and after the date hereof, the
holders of a majority of the then outstanding Greenwich Stock shall have the
right to require the Company to effect up to two registrations of their Common
Stock on Form S-1 under the Securities Act and, if available, unlimited
registrations on Form S-2 or S-3 under the Securities Act and from and after a
Qualified Public Offering, SG shall have the right to require the Company to
effect up to two registrations of Common Stock on Form S-2 or S-3 (any such
registration, a "DEMAND REGISTRATION"), each such request to specify the
intended method or methods of distribution thereof (which may include a
distribution in an underwritten offering). Upon receipt of any request for a
Demand Registration, the Company shall give prompt written notice of such
request to each Stockholder and the Warrant Agent, and, subject to the
provisions set forth below, shall include in such Demand Registration all
Stockholder Shares with respect to which the Company has received written
requests for inclusion therein within 30 days after the delivery of the
Company's notice (including shares covered by Vested Options to the extent that
the Company receives appropriate assurances that such Options will be exercised
upon effectiveness of such registration). If other securities are included in
any Demand Registration that is not an underwritten offering, all Stockholder
Shares included in such offering shall be sold prior to the sale of any of such
other securities. If other securities are included in any Demand Registration
that is an underwritten offering, and the managing underwriter for such offering
advises the Company that in its opinion the number of securities to be included
exceeds the number of securities which can be sold in such offering without
adversely affecting the pricing or marketability thereof, the Company will
include in such registration first, the Stockholder Shares of Greenwich and SG,
on a pro rata basis, second, the Stockholder Shares of Societe Generale and its
assigns on a pro rata basis and third, all other Stockholder Shares, pro rata
among the holders thereof, based on the percentage of the outstanding
Stockholder Shares held by each such Stockholder (assuming the exercise of all
Vested Options held by participating Stockholders). The Company shall have the
right to select the investment banker(s) and manager(s) to administer any Demand
Registration that is an underwritten offering, subject to the approval of the
holders of a majority of the Greenwich Stock to be included in such Demand
Registration. The parties hereto acknowledge that this Section 10 is for the
benefit of the holder(s) of SG Warrants and the shares of Common Stock into
which the SG Warrants are exercisable and their successors or assigns. The
Company agrees to provide notice to the Warrant Agent of any Demand Registration
or Company Registration pursuant to this Section 10.
(b) COMPANY REGISTRATION. In the event that the Company
proposes to register any Common Stock under the Securities Act in connection
with a public offering (other than a Demand Registration) on any form (other
than (i) a registration on
14
18
Form S-4 or Form S-8 or (ii) a registration statement filed in connection with
an exchange offer or an offering of securities solely to the Company's existing
security holders) that would legally permit the inclusion of Stockholder Shares
(any such registration, a "COMPANY REGISTRATION"), the Company shall give each
of the Stockholders written notice thereof as soon as practicable but in no
event less than 30 days prior to such registration, and shall include in such
registration all Stockholder Shares requested in writing to be included therein
(including shares covered by Vested Options to the extent that the Company
receives appropriate assurances that such Options will be exercised upon
effectiveness of such registration), subject to the limitations set forth in
this Section 10(b). If in connection with such proposed registration the
managing underwriter for such offering advises the Company that the number of
Stockholder Shares requested to be included therein exceeds the number of shares
that can be sold in such offering without affecting the pricing or marketability
thereof, the Company will include in such registration to the extent of the
number which the Company is so advised can be sold in such offering first, the
shares to be sold by the Company, second, the Stockholder Shares of Greenwich
and SG, on a pro rata basis, third, the Stockholder Shares of Societe Generale
and its assigns and fourth, all other Stockholder Shares, pro rata among the
holders thereof, based on the number of shares of Common Stock held by such
Stockholder (assuming the exercise of all Vested Options held by all
participating Stockholders) and all other holders (other than the Company)
exercising similar registration rights.
(c) MANAGEMENT PARTICIPATION. Notwithstanding the foregoing,
the Employee Stockholders shall not be entitled to participate in a Demand
Registration or a Company Registration pursuant to Sections 10(a) or 10(b),
respectively, to the extent that the managing underwriter (or, in the case of an
offering that is not underwritten, a nationally recognized investment banking
firm) shall determine in good faith that the participation of management would
adversely affect the marketability of the securities being sold by the Company
in such registration.
(d) COSTS OF REGISTRATION. The Company shall bear the costs of
each registration in which Stockholders participate pursuant to this Section 10,
including the reasonable fees and expenses of one counsel for the selling
Stockholders (to be selected by the holders of a majority of the Greenwich Stock
to be included in such registration or, if no Greenwich Stock has been requested
to be included, by the holders of a majority of the Stockholder Shares to be
included in such registration) but excluding any underwriting discounts or
commissions on the sale of Stockholder Shares or the fees and expenses of any
additional counsel retained by the Stockholders. As a condition to the inclusion
of Stockholder Shares in any registration, the participating Stockholder and the
Company shall execute an underwriting agreement or similar agreement in a form
reasonably acceptable to the Company and the underwriter(s), if any, for such
offering
15
19
containing customary indemnification and holdback provisions. Notwithstanding
the foregoing, no Stockholder shall be required to incur indemnification
obligations which are in excess of the net proceeds received by such Stockholder
pursuant to such registration or which relate to information not supplied by
such Stockholder for inclusion in the registration statement.
(e) HOLDBACK AGREEMENT. If and whenever the Company proposes
to register any of its Common Stock for its own account or for the account of
any of its security holders under the Securities Act (other than on Forms S-4 or
S-8 or any successor form) or is required to use its best efforts to effect the
registration of any shares of Common Stock pursuant to Section 10(a) hereof,
each Stockholder agrees not to effect any public sale or distribution, including
any sale pursuant to Rule 144 under the Securities Act, of any Stockholder
Shares within 30 days prior to and 90 days after the date of such offering
(except as part of such offering) or such longer period as required by the
underwriters of such offering, but in no event to exceed 120 days.
(f) REGISTRATION PROCEDURES. The Company shall enter into such
agreements and take such other actions as the selling Stockholders or the
underwriters reasonably request in order to expedite and facilitate the
disposition of Stockholder Shares pursuant to this Section 10, including,
without limitation, preparing for, and participating in, such number of "road
shows" and all other customary selling efforts as the underwriters reasonably
request in order to expedite and facilitate such disposition, and generally use
its best efforts to take all other steps necessary to effect the registration of
such Stockholder Shares.
(g) OTHER LIMITATIONS. Notwithstanding any other provision of
this Section 10, (i) the Company shall not be required to include Stockholder
Shares in a registration that relates to the Company's initial public offering
of Common Stock if no Greenwich Stock or SG Stock is sold in such offering, (ii)
the Company shall not be required to include in any registration pursuant to
this Section 10 any Stockholder Shares (other than any Greenwich Stock or SG
Stock in the case of a Demand Registration) that are then eligible for transfer
pursuant to Rule 144 under the Securities Act or may otherwise be freely
transferred without registration under the Securities Act.
SECTION 11. ASSIGNMENT OF RIGHTS; REPRESENTATIONS ON SALE. The
Company may assign to Greenwich and SG (on a pro rata basis) or one or more
third parties its right to repurchase shares of Employee Stock pursuant to
Section 4, subject only to compliance with applicable securities laws. To the
extent that an Employee Stockholder purchased Employee Stock with a promissory
note that has not been repaid in full, the Company may apply the unpaid
principal balance of such promissory note and accrued and unpaid interest
thereon to a reduction of the repurchase price for such
16
20
Employee Stock. The purchasers of Employee Stock pursuant to Section 4 shall be
entitled to receive customary representations and warranties from the seller
regarding the seller's good title to, and freedom from liens, encumbrances and
restrictions on the sale of, such Employee Stock.
SECTION 12. EQUITY ISSUANCES. The Company shall not issue
additional equity Securities to Greenwich or any of its Affiliates unless, prior
to such issuance, the Company notifies SG in writing thereof and grants to SG
the right, which SG may assign to any of its Affiliates, to subscribe for and
purchase such additional shares or units of securities so issued at the same
price and upon the same terms and conditions as those to be issued to Greenwich
or any of its Affiliates and in an amount equal to the product of (a) the amount
of equity securities proposed to be issued to Greenwich or any of its Affiliates
times (b) the quotient of the number of shares of Common Stock owned by SG and
its Affiliates, on a fully-diluted basis, divided by the number of shares of
Common Stock owned by SG, Greenwich and their respective Affiliates, on a
fully-diluted basis. If requested by SG, the Company will issue to SG (or any
Affiliate designated by SG) a different class of such equity securities which is
identical to those proposed to be issued but non-voting and convertible into
those equity securities which Greenwich is purchasing.
SECTION 13. TRANSFERS IN VIOLATION OF AGREEMENT. Any transfer
or attempted transfer of any Stockholder in violation of this Agreement shall be
void, and the Company shall not be obligated to record such transfer on its
books or treat any purported transferee of such Stockholder Shares as the owner
of such shares for any purpose.
SECTION 14. NEW EMPLOYEE STOCKHOLDERS. Each Stockholder hereby
agrees that any employee of the Company or any of its subsidiaries who after the
date of this Agreement is offered shares of Common Stock or Options shall, as a
condition precedent to the acquisition of such shares of Common Stock or
Options, as the case may be, become a party to this Agreement by executing the
same. Upon such execution and delivery, such employee shall be an Employee
Stockholder for all purposes of this Agreement.
SECTION 15. AMENDMENT AND WAIVER. Except as otherwise provided
herein, no amendment or waiver of any provision of this Agreement shall be
effective against the Company or Stockholders unless such amendment or waiver is
approved in writing by the Company, Greenwich, SG and the holders of at least a
majority of the then outstanding Employee Stock, respectively. The failure of
any party to enforce any provision of this Agreement shall not be construed as a
waiver of such provision and shall
17
21
not affect the right of such party thereafter to enforce each provision of this
Agreement in accordance with its terms.
SECTION 16. SEVERABILITY. If any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction,
but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.
SECTION 17. ENTIRE AGREEMENT. Except as otherwise expressly
set forth herein, this document, together with the Stock Purchase Agreement, as
amended, embodies the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
SECTION 18. SUCCESSORS AND ASSIGNS. This Agreement shall bind
and inure to the benefit of and be enforceable by the Company and its successors
and assigns. Prior to the transfer of any shares of SG Stock or Employee Stock
after the fifth anniversary hereof, SG or the applicable Employee Stockholder,
as the case may be, will cause the transferee of such shares to agree in writing
to be bound by the provisions of this Agreement and such shares of SG Stock or
Employee Stock will continue to be SG Stock or Employee Stock, respectively, for
purposes of this Agreement.
SECTION 19. COUNTERPARTS. This Agreement may be executed in
separate counterparts each of which shall be an original and all of which taken
together shall constitute one and the same agreement.
SECTION 20. REMEDIES. The Company and the Stockholders shall
be entitled to enforce their rights under this Agreement specifically to recover
damages by reason of any breach of any provision of this Agreement and to
exercise all other rights existing in their favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that the Company or any Stockholder may in
its sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief (without posting
a bond or other security) in order to enforce or prevent any violation of the
provisions of this Agreement.
SECTION 21. NOTICES. Any notice provided for in this Agreement
shall be in writing and shall be deemed to have been duly given if personally
delivered, or
18
22
mailed, certified or registered mail (postage prepaid) or sent by reputable
next-day or overnight mail courier service (charges prepaid) or sent by fax to
the Company, Greenwich or SG at the addresses set forth below and to any
Employee Stockholder at the address indicated on Schedule A hereto and to any
subsequent holder of Stockholder Shares subject to this Agreement at such
address as indicated by the Company's records, or at such address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party.
(a) If to the Company, to:
Day International Group, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx
with a copy to:
Greenwich Street Capital Partners, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, III
and a copy to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
(b) If to Greenwich, to:
Greenwich Street Capital Partners, Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, III
19
23
With a copy to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
(c) If to SG, to:
SG Capital Partners, LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxx
With a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxx X. Xxxxx, Esq.
All such notices, requests, demands, waivers and other communications shall be
deemed to have been received (A) if by personal delivery on the day after such
delivery, (B) if by certified or registered mail, on the fifth business day
after the mailing thereof, (C) if by next-day or overnight mail or delivery, on
the day delivered, or (D) if by fax, on the next day following the day on which
such fax was sent, provided that a copy is also sent by certified or registered
mail.
SECTION 22. GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereunder and the Persons subject hereto shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of Delaware, without giving effect to the conflicts of laws principles
thereof.
SECTION 23. DESCRIPTIVE HEADINGS. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
20
24
SECTION 24. TERMINATION; SURVIVAL. Sections 3, 6, 8 and 9
hereof shall terminate on the date on which Greenwich collectively holds less
than 20% of the outstanding Common Stock of the Company. Section 4 hereof shall
terminate upon the occurrence of a Qualified Public Offering. Any Stockholder
that ceases to own any equity securities of the Company shall cease to be bound
by this Agreement; provided, however, that any transfer of such securities was
made in accordance with this Agreement and provided, further, any Employee
Stockholder transferring any shares of Employee Stock to a Permitted Transferee
shall remain subject to this Agreement with respect to such shares.
SECTION 25. THIRD-PARTY BENEFICIARY. The parties agree that
Sections 9 and 10 of this Agreement, insofar as such Sections relate to the SG
Warrants or the shares of Common Stock into which the Warrants held by Societe
Generale or its successors or assigns are exercisable, including the sale or
registration of the shares of Common Stock into which the Warrants are
exercisable, are for the benefit of Societe Generale and its successors and
assigns.
21
25
IN WITNESS WHEREOF, the parties have executed this
Stockholders Agreement as of the date first above written.
GSD ACQUISITION CORP.
By: /s/ Xxxxxxxxx X. Vanden Beukel
-----------------------------------
Name: Xxxxxxxxx X. Vanden Beukel
Title:
GREENWICH IV LLC
By: /s/ Xxxxxxxxx X. Vanden Beukel
-----------------------------------
Name: Xxxxxxxxx X. Vanden Beukel
Title:
SOCIETE GENERALE CAPITAL
CORPORATION
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title:
EMPLOYEE STOCKHOLDERS:
22
26
Schedule A
Name of Employee Stockholder Address of Employee Stockholder
Xxxxxx X. Xxxxxxx 0000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx X. Xxxxxxxx 0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxxxx Xxxxxxxxx Xxxxxxxx 00
X00000 Xxxxxxxxxx 0
Xxxxxxx
Xxxx X. Xxxx 0 Xxxxx Xxxxxx Xxxxx
Xxxxx, XX 00000
Xxxxxxx X. XxXxxx 000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxxx
Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx
XX0 0XX
Xxxxxx X. Xxxxxx 000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxxxx X. Xxxxx 000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx 00 Xxxx Xxx Xxxx
Xxxxxxxxx, XX 00000
27
Name of Employee Stockholder Address of Employee Stockholder
Xxxxxxx X. Xxxxxx 0000 Xxxxxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxxxx 0000 Xxxxxxx Xxxx
Xxxxx, XX 00000
Xxxx Boret 000 Xxx Xxxxxxxx Xxxxxxx
00000-Xxxxx
Xxxxxx
Xxxxxxxx X. Xxxxx 000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxxxxxxx, XX 00000
Xxxxxx Xxxxxx 00000 XX 000
Xxxxxx, XX 00000
Xxxxx Xxxxxxxx 000 Xxxxx Xxxxxxx
Xxx. Xxxxxxxxx Xxxxxxx
Xxxxxx X.X. 00000
