Exhibit 9.1
COMPUPRINT, INC.
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as
of the 30th day of September, 2000, among Xxxxx X. Xxxxxxx ("Shareholder"),
Compuprint, Inc., a North Carolina corporation (the "Company"), and Xxxxx X.
Xxxxx (the "Trustee").
BACKGROUND STATEMENT
The Shareholder is the owner and holder of the number of shares of the
Company (the "Shares") set forth opposite his name and signature below. The
Company, the Shareholder and other Shareholders desire to provide for orderly
governance of the Company until such time as all sales have been completed as
described in the Stock Purchase and General Release (the "Purchase and Release
Agreement") dated as of the date hereof.
The term "Shares" in this Agreement shall mean all such beneficially owned
shares or owned and currently held shares or any shares acquired by Shareholder
in the future, except that any shares removed from the coverage of this
Agreement through the provisions of Section 4(b) shall not be included. The term
"beneficial" or "beneficially" or "beneficial owner" shall have the meaning
given in Exhibit A.
STATEMENT OF AGREEMENT
1. NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements herein contained and the transactions
contemplated hereby and thereby, the parties hereby covenant and agree as
follows:
2. TRANSFER. Shareholder hereby assigns to the Trustee the Shares, to be
held by the Trustee under the terms and conditions of this Agreement.
Shareholder hereby authorizes and directs the Company to transfer the Shares to
the Trustee on the books of the Company. The Company will issue to the Trustee,
as trustee, a new certificate representing the Shares and the parties hereby
agree to execute and deliver such documents as the Company may reasonable
request to effectuate such transaction. The parties hereto acknowledge that the
voting trust hereby created shall apply during its term to all securities of the
Company (or any successor company) received by Shareholder (or any transferee of
the Shares), whether by dividend, stock split, merger, share exchange,
liquidation or otherwise. The parties further agree that any cash or other
property (other than securities of the Company or successor company) received in
any such exchange or otherwise for the Shares shall be distributed by the
Trustee to Shareholder as appropriate.
3. VOTING TRUST CERTIFICATES. The Trustee will issue to Shareholder a
Voting Trust Certificate evidencing his beneficial ownership of the Shares held
by the Trustee.
4. TRANSFER OF VOTING TRUST CERTIFICATES.
(a) Shareholder may not transfer his Voting Trust Certificates, his
interest in the voting trust hereby created, or the Shares, without the
prior written consent of the Trustee. Consent to transfer of Voting Trust
Certificates shall not be withheld if the proposed transferee executes and
delivers to the Trustee agreements in form and substance reasonably
acceptable to the Trustee, whereby the proposed transferee agrees to be
bound by this Agreement. To the extent permitted hereunder, any such
transfer of Voting Trust Certificates and any subsequent transfers shall be
made only on the books of the Trustee by the record holder thereof or by
his legal representative, who shall furnish the Trustee with proper
evidence of authority to transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the Trustee, and on
surrender for cancellation of the Voting Trust Certificate.
(b) The Shares subject to this Agreement shall be released to the
Purchaser from the provisions of this Agreement as and when sold by Seaford
in accordance with the provisions of the Purchase and Release Agreement.
5. TERM. This Agreement will terminate on the first of (a) mutual
agreement of the Company and Shareholder, or (b) the release to the Purchaser of
all the Shares pursuant to Section 4(b) above.
6. RIGHTS AND DUTIES OF TRUSTEE. The Trustee will have full power to
vote, consent, and otherwise exercise all the voting rights in respect of the
Shares held by it hereunder as the Trustee. The Trustee will not be liable for
any act or failure to act arising hereunder. Trustee hereby shall have the right
to vote the Shares as determined by Trustee in his sole discretion.
7. DIVIDENDS. The holders of the Voting Trust Certificates will be
entitled to receive any dividends (other than dividends of securities of the
Company or any successor company) paid on the shares represented by their Voting
Trust Certificates. The Trustee shall direct the Company to make payment or
delivery of any such dividends directly to the holders of the Voting Trust
Certificates.
8. SECURITIES DIVIDENDS. If the Company pays a dividend by delivery to
the Trustee of securities of the Company or any successor company, the Trustee
shall retain and hold any such securities as Trustee pursuant to the terms of
this Agreement and will deliver to the holders of the Voting Trust Certificates
additional Voting Trust Certificates representing such securities.
9. SUCCESSOR TRUSTEE. The Trustee may not be removed for any reason. The
Trustee may resign at any time by written notice to the registered holders of
Voting Trust Certificates. The Trustee may give any person or entity a proxy to
vote the Shares, which proxy shall terminate not later than termination of this
Agreement. Any such proxy must be in writing signed by the Trustee. Upon the
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resignation, death or disability of the Trustee, the Company may select a
successor Trustee by action of its Board of Directors. The Trustee and his
successors as Trustee may act as Trustees hereunder whether or not they are also
Shareholders of the Company, officers or directors of the Company, or holders of
Voting Trust Certificates hereunder. Except as set forth in this Section 9,
Shareholder may not assign his right under this Agreement to any other party
without the prior written consent of all parties hereto. The Company may assign
its rights under this Agreement to any majority owned subsidiary.
10. NOTICES. Any and all notices, requests, demands or other
communications provided for hereunder shall be given in writing and shall be
deemed to have been given (a) when received, if delivered in person, (b) one
business day after deposit with an overnight delivery service, addressed as set
forth on the signature page hereof, or (c) three (3) business days following the
mailing thereof, if mailed by certified first class mail, postage prepaid,
return receipt requested, addressed as set forth on the signature page hereof.
11. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective devisees, legatees, heirs,
successors, administrators, executors, personal representatives, and assigns.
12. GOVERNING LAW. This Agreement shall be subject to and governed by the
laws of the State of North Carolina.
13. PRIOR AGREEMENTS. This Agreement contains the entire agreement among
the parties with respect to the subject matter hereof, and all other prior
Agreements are terminated.
14. AMENDMENT. This Agreement may not be amended except with the written
approval of all parties.
15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first set forth above.
COMPANY:
COMPUPRINT, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: President
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Address:
0000 Xxxxxxxxxx Xxxx Xx.
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Xxxxxxxxxx, XX 00000
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TRUSTEE:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
SHAREHOLDER:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Number of Shares: 309,848.
Class of Shares: Common Stock
Address:
0000 Xxxxxx Xx
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Xxxxxxxxxx, X.X. 00000
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EXHIBIT A
The term "beneficially," when used in connection with the ownership of
securities, means (a) any interest in a security which entitles you to any of
the rights or benefits of ownership even though you may not be the owner of
record or (b) securities owned by you directly or indirectly, including those
held by you for your own benefit (regardless of how registered) and securities
held by others for your benefit (regardless of how registered), such as by
custodians, brokers, nominees, pledgees, etc., and including securities held by
an estate or trust in which you have an interest as legatee or beneficiary,
securities owned by a partnership of which you are a member (whether a general
or limited partner), securities held by a personal holding company of which you
are a Shareholder, etc., and securities held in the name of your spouse or any
other member of your immediate family.
A "beneficial owner" of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares:
(1) voting power which includes the power to vote, or to direct the
voting of, such security; and/or
(2) investment power which includes the power to dispose, or to
direct the disposition, of such security.
In addition, you will be deemed to be the beneficial owner of any security
for which you have the right to acquire the voting or investment power within 60
days, including any right to acquire such security (a) through the exercise of
any option, warrant or right, (b) through the conversion of a security, (c)
pursuant to the power to revoke a trust, discretionary account or similar
arrangement, or (d) pursuant to the automatic termination of a trust,
discretionary account or other similar arrangement.
Any person who, directly or indirectly, creates or uses a trust, proxy,
power of attorney, pooling arrangement or any other contract, arrangement, or
device with the purpose of effect of divesting such person of beneficial
ownership of a security or preventing the vesting of such beneficial ownership
as part of a plan or scheme to evade the reporting requirements of Sections
13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, shall be
deemed for purposes of such sections to be the beneficial owner of such
security.
