EXHIBIT
10.8
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT
AMENDMENT NO. 1, dated as of October 30, 1997 (this
"Amendment") to the Shareholders Agreement, dated as of
September 24, 1996 (the "Shareholders Agreement"), among
Chelsea Computer Consultants, Inc., a New York Corporation
having its principal place of business of business at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Corporation" ), ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
("▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, residing at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ("▇▇▇▇▇▇") and Staff Builders, Inc., a New York
Corporation having its principal place of business of business at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("SB,Inc."),
WHEREAS, the Corporation has redeemed all of the shares
previously owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and
WHEREAS, SB, Inc. has pursuant to a Stock Purchase
Agreement and Amendment No. 1 thereto by and among Staff
Builders, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ and Chelsea Computer Consultants has exercised its
option to purchase additional shares of the Corporation's stock
from ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ at the Option Closing, and
WHEREAS, the parties hereto have executed and delivered
the Shareholders Agreement and have agreed to amend the
Shareholders Agreement as set forth in this Amendment;
NOW, THEREFORE, for good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged,
the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used but not
defined in this Amendment shall have the meanings given to such
terms in the Shareholders Agreement.
SECTION 2. Article FIRST of the Shareholders
Agreement is amended by replacing such Article in its entirety
with the following:
"FIRST: REPRESENTATIONS AS TO COMMON STOCK
OWNERSHIP
Except with respect to the shares owned by SBI, Inc. which
are pledged to Mellon Bank N.A. as security for a certain loan, the
SHAREHOLDERS represent and warrant that given effect to
consummation sale of shares at the Option Closing that each is
the owner and holder of the number of shares of the capital
common stock of the CORPORATION as specified below, and
that all of said shares are owned free and clear of all liens and
encumbrances:
PERCENTAGE
NAME OF NUMBER OF COMMON ISSUED AND
SHAREHOLDER SHARES OWNED OUTSTANDING
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 84.46 9.19%
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 84.46 9.19%
Staff Builders, Inc. 750.08 81.82%"
SECTION 3. The first paragraph of Article SECOND of
the Shareholders Agreement is amended by replacing such
paragraph in its entirety with the following:
"SECOND: PROCEDURE REQUIRED IN THE SALE OF
COMMON STOCK
A. VOLUNTARY SALE
Each of the parties hereto agrees not to sell, assign,
transfer, mortgage, alienate, hypothecate or in any way encumber
or dispose of the shares of common stock of the CORPORATION
which each now owns or which each may hereafter acquire, or
any part thereof, without the express written consent of the
CORPORATION and all of the then existing SHAREHOLDERS
and then only under the following specific terms and conditions:"
SECTION 4. Article TENTH of the Shareholders Agreement is
amended by replacing such Article in its entirety with the
following:
"TENTH: SHAREHOLDER VOTING
A. Each SHAREHOLDER shall vote the shares of
the CORPORATION'S common stock owned by
SHAREHOLDER at all meetings of the CORPORATION'S
SHAREHOLDERS for the election of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and
three (3) directors nominated by SB, Inc. as the sole directors
of the CORPORATION and for the election of any other
directors by unanimous vote of the SHAREHOLDERS.
B. Each SHAREHOLDER shall vote at all meetings
of the Board of Directors for the election as officers of the
CORPORATION the following persons and no others:
President: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary/Treasurer: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
C. The SHAREHOLDERS shall vote at all meetings
of SHAREHOLDERS in person or by proxy. Votes representing
65% of the outstanding shares of the CORPORATION shall be
required for the approval of the following action taken by the
SHAREHOLDERS:
1. Liquidation or sale of assets outside the ordinary
course of business;
2. Merger or consolidation;
3. Corporation name change;
4. Creation of new subsidiary;
5. Recapitalization;
6. Increase in authorized shares; and
7. Dividend distribution
D. The SHAREHOLDERS agree and acknowledge
that the voting requirements and other provisions regulating the
rights, duties and obligations of shareholders, as set forth in
this Agreement, are and may be contrary to and conflict with
the Certificate of Incorporation, the By-Laws of the
CORPORATION and certain provisions of the Business
Corporation Law of the State of New York. Accordingly, the
SHAREHOLDERS agree as to each other and as a group of
amend the Certificate of Incorporation and By-Laws of the
Corporation to reflect the voting requirements set forth in
paragraph C above."
SECTION 5. A new Article NINETEENTH of the
Shareholders Agreement is hereby added as follows:
"NINETEENTH: TERMINATION
It is hereby agreed that upon the public offering of any equity
security of the CORPORATION this Shareholder Agreement
shall terminate."
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above written.
CHELSEA COMPUTER
CONSULTANTS, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
STAFF BUILDERS, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:Chairman of the Board,CEO
