Exhibit 10.8
TRANSLATION
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SHARES BUY-SELL AGREEMENT
In the city of Guadalajara, Jalisco, this 30th day of September 2002, and before
the witnesses undersigning at the end appeared:
I.- On one hand DIGITAL POWER CORPORATION, represented in this act by XXXXX
XXXXXX hereinafter and for the purposes of this contract referred to as SELLER.
II.- On the other LOGANMEX, S.A. DE C.V. through their attorney XXXX XXXXXX
XXXXXXXXX hereinafter referred to and during this contract referred to as the
BUYER.
Persons known by the witnesses whom I acknowledge that I know as well as their
legal capacity to contract and be bound in the terms of this contract and who
declared their legal will to execute this SHARES BUY SELL AGREEMENT which will
be in accordance with the following representations and clauses:
REPRESENTATIONS
I.- The SELLER through their attorney represents that:
1.- In public indenture No. 29,887 dated August 4th, 1986, given by Xxxxxx de
Xxxxx Xxxxx, Notary Public No. 137 of Mexico City, which is duly registered
under register number 56-57 of volume 243, Book first of the registry of
Commerce of this Judicial District, there was an incorporation of the
corporation called "PODER DIGITAL" SOCIEDAD ANONIMA DE CAPITAL VARIABLE, which
has a capital stock structure as follows:
FACE VALUE $l,000.00
STOCKHOLDER SHARES AMOUNT
SERIES A SERIES B
Digital Power Corporation 49 150 $199,000.00
Xxxxx Xxxxxx $1,000.00
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50 150 $200,000.00
2.- That the share certificates were made later.
3.- That his principal owns 49 common nominal shares of capital stock series A
and 150 common nominal shares of capital stock series B with a face value of
$1,000.00 Pesos each.
4.- That they are presently registered and recognized in the Book of Registry of
Shares as owners of the shares described above.
5.- That the shares which are the subject matter of this contract are not
subject to any limitation in their voting rights, in accordance with the General
Trade Corporations Act (Ley General de Sociedades Mercantiles) and the Corporate
Indenture.
6.- That in accordance with the provisions of article II of the by laws, they
have previously obtained the authorization to sell their shares since none of
the stockholders showed interest to buy the shares subject matter of this
operation, so they are free to execute this contract.
II.- The BUYER through their attorney, represents:
1.- That his principal is a trade corporation incorporated in accordance with
the laws of Mexico in public No. 3,127 dated July 27th, 2000 given by Xxxxxxxxx
Xxxxxxxxxxx Xxxxxx, Public Notary No. 20 registered in business file 5430 of the
Book first of the registry of commerce of this judicial district and that their
corporate objective includes the execution of contracts like this one.
2.- That he has the widest capacity to bind his principal, which have not been
revoked, limited or restricted in any manner.
3.- That he knows the financial, accounting and administrative situation of the
corporation called PODER DIGITAL SOCIEDAD ANONIMA DE CAPITAL VARIABLE which he
accepts and approves in full.
4.- That they are interested in acquiring the shares of the SELLER at their face
value, which he considers fare and in accordance with the assets of the company
that the shares of this contract belong to.
5.- That they have the legal and financial capacity to face the liabilities of
this contract. Having said the above, the parties agree on the following:
CLAUSES
FIRST.- OBJECTIVE OF THE CONTRACT
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The corporation called DIGITAL POWER CORPORATION represented by XXXXX XXXXXX
SELLS to the corporation called LOGANMEX SOCIEDAD ANONIMA DE CAPITAL VARIABLE,
through XXXX XXXXXX XXXXXXXXX who BUYS all the shares owned by the former which
are described in number 3 of Representation I of this instrument.
As a consequence of the previously described buy-sale, the capital stock of the
corporation called PODER DIGITAL, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, will be
as follows
FACE VALUE $l,000.00
STOCKHOLDER SHARES AMOUNT
SERIES A SERIES B
Loganmex S.A. de C.V. 49 150 $199,000.00
Xxxxx Xxxxxx 1 $1,000.00
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TOTAL 50 150 $200,000.00
SECOND.- PRICE OF THE OPERATION
The sales price is the amount of USD $19,900.00 that the BUYER shall pay with 12
checks for the amount of USD $1,658.33 each, which shall be collected on the 5th
day of each calendar month counted from the 5th of January 2003 to finish on
December 5th, 2003.
THIRD.- ENDORSEMENT AND DELIVERY OF THE CERTIFICATES.
The SELLER shall, at the time of executing this contract, endorse the property
of the shares to the BUYER since they are transferred in this contract.
FOURTH.- REGISTRATION OF THE TRANSFER.
The BUYER shall transact before the relevant entities of the corporation their
registration in the book of registry of stockholders so that the corporation may
recognize them as such.
FIFTH.- METHOD FOR THE TRANSFER The sale is under the concept that the sold
shares are fully released by the corporation, free of any encumbrance or
ownership limitation, so the SELLER shall remediate in case of eviction, as of
the moment in which the shares transferred hereunder are fully paid for.
SIXTH.- TERMS OF THE OPERATION
1- The BUYER shall pay all tax, legal,lease and any liabilities before any
authorities that the corporation may have up to September 30, 2002 for up to an
amount of USD $85,000.00 in the understanding that any debt or set of debts that
exceed the above amount shall be paid by the SELLER to the BUYER immediately in
order for the former to pay them at once.
Any liability not mentioned in the above paragraph shall be paid for by the
BUYER.
2.- The SELLER assumes labor liability for 3 of the 42 employees that work at
the company presently, their names are Xxxxxx Xxxxxxx Xxxxxxxxx who has quit,
Xxxxx Xxxx Xxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxxxx Xxxxxxx who will be terminated
due to this operation, the rest of the workers will continue working for the
company under the liability of the BUYER.
3.- The SELLER hereby transfers the debt that Poder Digital Sociedad Anonima de
Capital Variable has with them for the amount of USD $1,147,000.00 or the one
obtained from the books of PODER DIGITAL up to September 30th, 2002 to the BUYER
which is subrogated as creditor and will be able to handle the accounting of
that waiver as they deem convenient.
4.- It is hereby noted that Poder Digital Sociedad Anonima de Capital Variable
has approximately USD $1,300,000.00 of tax losses which shall be certified by a
letter from their accountants and auditors of the company.
5.- The SELLER shall also deliver the tax opinion for the fiscal year of 2001
and the financial statements up to September 30th, of this year, documents that
have so far duly delivered to the BUYER.
6.- It is also hereby certified that within the facilities of Poder Digital
Sociedad Anonima de Capital Variable there is a large amount of materials and
finished components that entered the country in 2001 which fire duly legalized
as described in attachment C hereof, which must be protected and stored by the
BUYER and the SELLER shall have the right to move them, take them out or dispose
off them as considered pertinent and must instruct the BUYER in due time to
cooperate in the management of this material.
7.- Presently the company called Poder Digital Sociedad Anonima de Capital
Variable filed before the Ministry of the Treasury (Secretaria de Hacienda y
Credito Publico) an application for the return of the Value Added Tax (Inpuesto
al Lavo Agregado) for the amount described in the document issued by the office
called KPMG dated October 2nd of this year, Attachment 2.
8.- Lastly the SELLER shall be liable for the payment of any claim of any nature
due to liabilities incurred up to September 30th, 2002, and the BUYER shall
deliver all the documents and information in a timely manner so that any claim
may be handled timely, it is hereby provided that in case the BUYER fails to
deliver the necessary information or to notify in order to face this liability,
the SELLER shall be relieved of the liability.
SEVENTH.- EXPENSES.
Expenses, fees and taxes generated by the sale shall be paid by the party that
is liable for them.
EIGHT.- COURTS AND JURISDICTION.
For the interpretation and enforcement of this contract, the parties are
expressly subject to the jurisdiction of the counts of this city of Guadalajara,
Jalisco and thus waive any other jurisdiction that they may be entitled to due
to their present or future address.
NINTH.- HEADINGS OF THE CLAUSES.
The headings of the clauses of this contract are only for easy reading and have
no content of liability.
Having read the contract, the parties expressed their agreement with the
content, ratified and signed together with the witnesses in the date hereof.
SELLER
(SIGNED)
DIGITAL POWER CORPORATION
Represented by
XXXXX XXXXXX
BUYER
(SIGNED)
LOGANMEX S.A. DE C.V.
Represented by
XXXX XXXXXX XXXXXXXXX
WITNESS WITNESS
END OF TRANSLATION
I, XXXXX XXXXXX XXXXXXXX XXXXXXXX, Official Expert Translator duly
Authorized with Reg. Number: ZMME-0609-144, by the Supreme Tribunal of Justice
and the General Council of the Judicial Power, both of the State of Jalisco,
Mexico, CERTIFY:
That this is a true and correct translation into English, to the best of my
knowledge, of the enclosed document in Spanish.
Guadalajara, Jalisco, Mexico, October 17th, 2002.
LIC. MA. XXXXXX XXXXXXXX XXXXXXXX
