Exhibit 6(g)
(Barnathan)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
among Video Services Corporation ("Video"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
("LS"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("AF") and ▇▇▇▇▇▇ ▇. ▇▇▇▇ ("DB")
(each, of LS, AF and DB, a "Stockholder" and collectively, the
"Stockholders") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Optionee").
WHEREAS, Video (an entity in which the Stockholders are the
sole stockholders) is currently negotiating a Merger Agreement
(the "Merger Agreement") with International Post Limited ("IPL")
pursuant to which such corporations may be merged, with IPL as
the survivor (the "Merger"), the survivor to be named "Video
Services Corporation";
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, Video has previously granted an option to the
Optionee to acquire 5,000 shares of Video Stock, pursuant to an
option agreement dated January 12, 1995 (the "Option Agreement");
WHEREAS, Video and the Stockholders desire to grant an
option to Optionee to purchase shares of IPL Stock and the
Stockholders desire to grant an option to Optionee to purchase
shares of Video Stock, or in the event of consummation of the
Merger, IPL Stock, upon the terms and conditions set forth
herein, and Optionee desires to accept such options;
NOW, THEREFORE, Video, the Stockholders and Optionee agree
as follows:
Section 1. Termination of Option Agreement
Video and Optionee agree and acknowledge that the Option
Agreement has been terminated and canceled in all respects and is
of no further force and effect. The Optionee represents,
warrants, covenants and agrees that, except as set forth herein,
the Optionee has no right or claim against or in respect of
Video, its affiliates or the Stockholders.
Section 2. Grant of Options
Section 2.1 Grant of IPL Option
Video hereby grants to the Optionee the right to purchase
from Video an aggregate of 5,000 shares of IPL Stock, upon the
terms and conditions set forth in this Agreement (the "IPL
Option"). In the event that the Merger is consummated, then the
IPL Option shall automatically be deemed to be converted into an
option granted by each Stockholder of the number of shares set
forth below opposite the name of each such Stockholder
(appropriately reduced to the extent, if any, to which the IPL
Option was previously exercised) and Video shall have no further
obligation hereunder. Subject to the adjustments set forth in
Section 2.2 below, in no event shall this IPL Option be
exercisable for more than 5,000 shares in the aggregate.
Number of Shares
Name of IPL Stock
---- ----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 2,436
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2,436
▇▇▇▇▇▇ ▇. ▇▇▇▇ 128
Section 2.2 Grant of Video Option
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Video Stock set forth opposite his name in the table
below (the "Video Option") under the caption "Video Stock",
comprising an aggregate of 11,123 shares of Video Stock, upon the
terms and conditions set forth in this Agreement. In the event
that the Merger is consummated, then by virtue of the Merger, the
Video Option shall automatically be deemed to be converted into
an option to acquire the number of shares of IPL Stock into which
the shares of Video Stock were (by virtue of the Merger)
converted, so as to constitute an option to acquire, on the terms
and conditions of this Agreement, the number of shares of IPL
Stock set forth in the table below under the caption "IPL Stock".
Number of Shares Number of Shares
Name of Video Stock of IPL Stock
---- ---------------- ----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 5,419 14,616
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 5,419 14,616
▇▇▇▇▇▇ ▇. ▇▇▇▇ 285 768
Section 2.3 Grant Date
The Video Option and the IPL Option are referred to herein
collectively, as the Options. The grant date of the Options
shall be the date of this Agreement. Optionee hereby accepts the
Options, and agrees to be bound by all the terms and provisions
of this Agreement.
Section 2.4 Adjustments in Option
In the event that, after the Merger, the outstanding shares
of IPL Stock subject to the Options are changed into or exchanged
for a different number or kind of shares or securities of IPL, or
of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Options and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 2.5 Option Terms
The Options granted under this Agreement shall be subject to
the following terms and conditions:
(a) Price. The exercise price for the IPL Stock
subject to the IPL Option shall be $1.00 per share. The exercise
price for the Video Stock subject to the Video Option shall be
$5.39 per share and in the event of consummation of the Merger
(and by virtue of the adjustments under Section 2.2 resulting
thereby) the exercise price for the IPL Stock subject to the
Video Option shall be $2.00 per share.
(b) Term. The IPL Option shall expire on February
14, 1999 and the Video Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Options are fully vested and (i)
the IPL Option shall become exercisable upon the date (the "IPL
Commencement Date") which is the earlier to occur of: (a) a date
300 days following the date hereof; or (b) a date 187 days
following the
date of the consummation of the Merger; and (ii) the Video Option
shall become exercisable on the first day (the "Video
Commencement Date") following the expiration of 366 days from the
date hereof.
(d) Exercise.
(i) The IPL Option may be exercised in whole
or in part in accordance with the terms hereof at any time
after the IPL Commencement Date and prior to its expiration
or termination, by providing written notice to Video, or in
the event of the consummation of the Merger, to each
Stockholder, and enclosing payment for the shares of IPL
Stock with respect to which the IPL Option is being
exercised. Such payment shall be in cash. Partial exercise
shall be for whole shares of IPL Stock only. Notation of
any partial exercise shall be made on Schedule I hereto.
(ii) The Video Option may be exercised in
whole or in part at any time after the Video Commencement
Date and prior to its expiration or termination, by
providing written notice to each Stockholder of the number
of shares of Video Stock, or in the event of the
consummation of the Merger, IPL Stock, as to which the Video
Option is being exercised, and enclosing payment for the
shares of IPL Stock or Video Stock with respect to which the
Video Option is being exercised. Such payment shall be made
in cash. Partial exercise shall be for whole shares of IPL
Stock or Video Stock only. Notation of any partial exercise
shall be made by the Stockholders on Schedule II hereto.
(iii) Any exercise in respect of the
Options granted by the Stockholders shall be allocated among
the Stockholders in the following ratios (the "Ratio"):
Percentage of Exercise
Stockholder Applied to his Shares
----------- ----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 48.720%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 48.720%
▇▇▇▇▇▇ ▇. ▇▇▇▇ 2.560%
(e) Rights as a Stockholder. The Optionee will
have no rights as a stockholder or otherwise with respect to any
shares of Video Stock or IPL Stock, as the case may be, covered
by the IPL Option or Video Option until it has been exercised and
any such shares are acquired as a result thereof.
Section 2.6 Nontransferability of IPL Option
The IPL Option and the rights hereunder shall not be
transferable other than by will or the applicable laws of descent
and distribution, and no transfer so effected shall be effective
to bind Video or the Stockholders unless Video and the
Stockholders have been furnished with written notice thereof and
such evidence as Video and the Stockholders may deem necessary to
establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the IPL
Option.
Section 2.7 Nontransferability of Video Option
Prior to the expiration of one year from the date hereof,
the Video Option shall not be transferable other than by will or
the applicable laws of descent and distribution, and no transfer
so effected shall be effective to bind the Stockholders unless
the Stockholders have been furnished with written notice thereof
and such evidence as the Stockholders may deem necessary to
establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the
Video Option.
Section 2.8 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Options, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect at the time
of such transfer, and that before certain rights provided for in
this Agreement are exercised, it may be necessary to obtain any
approval of the FCC required under applicable law.
Section 2.9 Right of First Refusal
In the event of any of the following: (i) the Merger does
not occur within ten (10) months after the date hereof; (ii) the
Optionee gives written notice to all Stockholders that it desires
to exercise the Video Option in whole or in part; (iii) the
Optionee gives written notice to all Stockholders that it desires
to enter into an agreement or transaction pursuant to which some
or all of the shares of Video Stock or IPL Stock underlying the
Video Option (or purchased by the exercise thereof) would be sold
to a third party; (iv) the death of the Optionee; or (v) the
Optionee's employment or position with Video or the Corporation,
as the case may be, is terminated, the Stockholders and their
designees are hereby granted (pro rata in accordance with the
Ratio) the right to purchase at Fair Market Value such shares or
in the case of clauses (i) and (ii) (at the election of each
Stockholder) the option to be exercised or the shares acquired as
a result thereof. The Optionee (or its estate) shall give the
Stockholders ten (10) days prior written notice of any event
contemplated in clauses (ii) and (iii) above and
the estate of any deceased Optionee shall give the Stockholders
ten (10) days written notice following any event contemplated in
clause (iv) above. "Fair Market Value" as used herein shall mean
(A) the fair market value of a share or option as determined by
an appraiser which shall be selected by two accounting firms one
of which shall have been chosen by the Stockholders and one by
the Optionee (or his estate) or (B) in the event the shares
underlying the Video Option are traded on The Nasdaq Stock
Market, the average of the closing bid and asked prices of such
shares on the date of the event contemplated in the first
sentence of this Section 2.9. Each Stockholder shall have a
period equal to: (x) five business days from the date he receives
written notice from the appraiser of the Fair Market Value, or
(y) if Fair Market Value is to be determined pursuant to clause B
above, ten (10) days following the occurrence of any event
specified in clauses (i) through (v) above to exercise his right
to purchase such shares or option from the Optionee under this
Section 2.9. Such Stockholder shall provide written notice to
the Optionee of its intent to purchase and the number of shares
of Video Stock or options which it intends to purchase.
Thereafter, the Stockholder shall pay for the shares of Video
Stock or options within ten calendar days from the date he gives
notice to the Optionee of his intent to purchase pursuant to this
Section 2.9 and the Optionee shall transfer the same to such
Stockholder, free and clear of all liens, claims and
encumbrances.
Section 3. Miscellaneous.
Section 3.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 3.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 3.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the permitted successors, assigns and heirs of the
respective parties.
Section 3.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those
listed below at their following respective addresses or at such
other address as each may specify by notice to the others:
To Optionee:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
1285 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
To the Stockholders:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
c/o Video Services Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Video Services Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
All notices to Video and to the Stockholders shall also
be sent to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Butowsky ▇▇▇▇▇▇▇ Shalov & ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Section 3.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 3.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
Optionee:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Video Services Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its: President
SCHEDULE I
Notations As to Partial Exercise of IPL Option
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
SCHEDULE II
Notations As to Partial Exercise of Video Option
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
