Exhibit 2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
This Amendment to Stock Purchase Agreement is entered into as of August 29,
1997, by and among PLANAR SYSTEMS, INC., an Oregon corporation ("Buyer"),
XXXXXXXX INDUSTRIES, INC., a Wisconsin corporation (the "Company"), XXXXXXXX
INTERNATIONAL, INC., a Wisconsin corporation ("Xxxxxxxx International"), XXXXXXX
X. XXXX ("Seller"), XXXXXXXXX X. XXXX, and XXXXXXX X. XXXXXXXXX, Trustee of the
Xxxxxx Xxxx Management Trust ("Trust 1"), the Xxxxxxxxx Xxxx Management Trust
("Trust 2"), the Xxxxxx Xxxx Management Trust ("Trust 3") and the Xxxxxxx X.
Xxxx Management Trust ("Trust 4") (Xxxxxxxxx X. Xxxx, Trust 1, Trust 2, Trust 3
and Trust 4 are each referred to herein as a "Related Seller" and are referred
to together herein as the "Related Sellers").
WHEREAS, Buyer, the Company, Xxxxxxxx International, Seller, Xxxxxxxxx X.
Xxxx and Xxxxxxx X. Xxxxxxxxx, Trustee (together, the "Parties") entered into a
Stock Purchase Agreement dated as of August 25, 1997 (the "Agreement");
WHEREAS, the Parties desire to amend and restate certain provisions of the
Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. Section 2.4 of the Agreement is hereby amended and restated as follows:
2.4 PURCHASE PRICE ADJUSTMENT
2.4.1 The cash portion of the Purchase Price set out in Section 2.2
shall be decreased (the "Purchase Price Adjustment") on a dollar-for-dollar
basis by an amount equal to (i) the excess, if any, of Debt on the Closing
Date (as reflected in the Closing Balance Sheet) over $4,900,000; (ii) the
amount of all expenses incurred by the Company in connection with the
Transaction; (iii) all accruals for change in control payments to key
employees of the Company; and (iv) one-half of the premium for $1 million
of employment practices insurance coverage with a two year tail.
2.4.2 The term "Debt" means the following, determined in accordance
with GAAP as of the Closing Date: both the current and long-term portions
of the liabilities listed under the captions "Long-Term Liabilities" and
"Subordinated Capital Notes" in the Financial Statements (including, but
not limited to, amounts reflected for "notes payable - CDBG," "mortgage
payable - BANDO," "note payable - revolver," "notes payable - Norwest,"
"mortgage payable - BANDO," "notes payable - Xxxxxx" and "notes payable -
SBA"),
1 - AMENDMENT TO STOCK PURCHASE AGREEMENT
provided, however, that the term "Debt" shall not include any borrowings or
liabilities incurred in connection with any Permitted Capital Expenditures.
2. Except as set forth and modified herein, the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties set forth below.
BUYER: PLANAR SYSTEMS, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx,
Executive Vice President
THE COMPANY: XXXXXXXX INDUSTRIES, INC.
By /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President and CEO
XXXXXXXX INTERNATIONAL: XXXXXXXX INTERNATIONAL, INC.
By /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx,
President
SELLER: /s/ Xxxxxxx X. Xxxx
--------------------------------
Xxxxxxx X. Xxxx
RELATED SELLERS: /s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxxxxx, Trustee
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Xxxxxxx X. Xxxxxxxxx, Trustee
Xxxxxx Xxxx Management Trust
Xxxxxxxxx Xxxx Management Trust
Xxxxxx Xxxx Management Trust
Xxxxxxx X. Xxxx Management Trust
2 - AMENDMENT TO STOCK PURCHASE AGREEMENT
