SCSS » Topics » WHEREAS:

These excerpts taken from the SCSS 8-K filed Oct 5, 2009.

WHEREAS:

 

A.                                   In connection with the Securities Purchase Agreement, by and among the parties hereto and dated as of October 2, 2009 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue at the Closing (as defined in the Securities Purchase Agreement) to the Buyers (i) shares (the “Common Shares”) of the Company’s common stock, $0.01 par value ( “Common Stock”) and (ii) a warrant to purchase shares of Common Stock (such warrant, together with any warrants or other securities issued in exchange or substitution therefor or replacement thereof, and as any of the same may be amended, restated or modified and in effect from time to time, being referred to as the “Warrant”; and the shares of Common Stock issuable upon exercise of the Warrant being referred to as the “Warrant Shares”); and

 

B.                                     Pursuant to the Securities Purchase Agreement, the Company has agreed to provide to the Buyers certain registration rights under the Securities Act of 1933, as amended, or any similar successor statute, and the rules and regulations thereunder (collectively, the “1933 Act”), and applicable state securities laws.

 

WHEREAS:

 

A.            On May 22, 2009, the Company and the Investor entered into a Securities Purchase Agreement (the “SPA”).

 

B.            Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Settlement, Mutual Termination and General Release, substantially in the form attached hereto as Exhibit A (the “Mutual Release”), pursuant to which each of the Company and the Investor has agreed to terminate the SPA and release the other from certain claims, upon terms and conditions set forth in the Mutual Release.

 

C.            The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).

 

D.            The Investor desires to purchase from the Company, and the Company wishes to sell to the Investor, upon the terms and conditions stated in this Agreement, (i) 2,500,000 shares of the common stock, par value $.01 per share, of the Company (the “Common Stock”) (the shares of Common Stock purchased by the Investor hereunder being collectively referred to herein as the “Common Shares,” with the certificates representing the Common Shares being referred to as the “Share Certificates”), and (ii) a warrant, substantially in the form attached as Exhibit B, to acquire 2,000,000 shares of Common Stock (such warrant, together with any warrants or other securities issued in exchange or substitution therefor or replacement thereof, and as any of the same may be amended, restated or modified and in effect from time to time, being referred to as the “Warrant”; the shares of Common Stock issuable upon exercise of the Warrant being referred to as the “Warrant Shares”; the Common Shares, the Warrant and the Warrant Shares being collectively referred to herein as the “Securities”).

 

E.             Each of the Board of Directors of the Company (the “Company Board”) and a committee of the Company Board composed solely of “disinterested directors” (as defined in Section 673 Subd. 1(d)(3) of the Minnesota Business Corporation Act (as amended, the “MBCA”)) (the “Committee”) has, by the vote of a requisite majority of the directors serving thereon, (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with the Investor, and (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the issuance of the Common Shares and the Warrant to the Investor.

 

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F.             Contemporaneously with the execution and delivery of this Agreement, the Company is delivering to the Investor $1,750,000, by wire transfer of immediately available funds in accordance with the Investor’s wire transfer instructions, as reimbursement for the out-of-pocket expenses incurred by the Investor and its Affiliates in connection with this Agreement, the SPA and the transactions contemplated hereby.

 

G.            Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

 

H.            Contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, Sterling Capital Partners III, L.P. is executing and delivering a guarantee, substantially in the form attached hereto as Exhibit D, in favor of the Company.

 

These excerpts taken from the SCSS 8-K filed May 26, 2009.

WHEREAS:

 

A.                                   In connection with the Securities Purchase Agreement, by and among the parties hereto and dated as of May 22, 2009 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue at the Closing (as defined in the Securities Purchase Agreement) to the Buyers shares (the “Common Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”); and

 

B.                                     Pursuant to the Securities Purchase Agreement, the Company has agreed to provide to the Buyers certain registration rights under the Securities Act of 1933, as amended, or any similar successor statute, and the rules and regulations thereunder (collectively, the “1933 Act”), and applicable state securities laws.

 

WHEREAS, on the terms and subject to the conditions contained in this Agreement, the Company desires to receive certain management, consulting and financial services from SFM, and SFM desires to perform such services for the Company.

 

WHEREAS:

 

A.                                   The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).

 

B.                                     The Buyers, severally and not jointly, desire to purchase from the Company, and the Company wishes to sell to the Buyers, upon the terms and conditions stated in this Agreement, shares of the common stock, par value $.01 per share, of the Company (the “Common Stock”) (the shares of Common Stock purchased by all of the Buyers hereunder being collectively referred to herein as the “Common Shares” or the “Securities,” with the certificates representing the Common Shares being referred to as the “Share Certificates”).

 

C.                                     Each of the Board of Directors of the Company (the “Company Board”) and a committee of the Company Board composed solely of “disinterested directors” (as defined in Section 673 Subd.1(d)(3) of the Minnesota Business Corporation Act (as amended, the “MBCA”)) (the “Committee”) has, by the vote of a requisite majority of the directors serving thereon, (i)(a) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with the Buyers, and (b) approved the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the issuance of the Common Shares to the Buyers and the adoption of the Second Restated Bylaws of the Company (the “Restated Bylaws”), in the form attached hereto as Exhibit A; (ii) approved a resolution adopting the Fourth Restated Articles of Incorporation of the Company (the “Restated Charter”), in the form attached hereto as Exhibit B, and resolved to submit to the shareholders of the Company the Restated Charter for approval at a meeting of the shareholders of the Company; and (iii) resolved to recommend to the shareholders of the Company the approval of the execution, delivery and performance of this Agreement, the issuance of the Common Shares to the Buyers and the approval and adoption of the Restated Charter (collectively, the “Proposals”).  The recommendations of the Company Board and the Committee that the shareholders vote in favor of each Proposal are collectively referred to herein as the “Company Board Recommendation”.

 

D.                                    Concurrently with the execution of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, Sterling Capital Partners III, L.P. has entered into a guarantee, dated as of the date hereof and in the form attached hereto as Exhibit C, in favor of the Company.

 



 

These excerpts taken from the SCSS DEFA14A filed May 26, 2009.

WHEREAS:

 

A.                                   In connection with the Securities Purchase Agreement, by and among the parties hereto and dated as of May 22, 2009 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue at the Closing (as defined in the Securities Purchase Agreement) to the Buyers shares (the “Common Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”); and

 

B.                                     Pursuant to the Securities Purchase Agreement, the Company has agreed to provide to the Buyers certain registration rights under the Securities Act of 1933, as amended, or any similar successor statute, and the rules and regulations thereunder (collectively, the “1933 Act”), and applicable state securities laws.

 

WHEREAS, on the terms and subject to the conditions contained in this Agreement, the Company desires to receive certain management, consulting and financial services from SFM, and SFM desires to perform such services for the Company.

 

WHEREAS:

 

A.                                   The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).

 

B.                                     The Buyers, severally and not jointly, desire to purchase from the Company, and the Company wishes to sell to the Buyers, upon the terms and conditions stated in this Agreement, shares of the common stock, par value $.01 per share, of the Company (the “Common Stock”) (the shares of Common Stock purchased by all of the Buyers hereunder being collectively referred to herein as the “Common Shares” or the “Securities,” with the certificates representing the Common Shares being referred to as the “Share Certificates”).

 

C.                                     Each of the Board of Directors of the Company (the “Company Board”) and a committee of the Company Board composed solely of “disinterested directors” (as defined in Section 673 Subd.1(d)(3) of the Minnesota Business Corporation Act (as amended, the “MBCA”)) (the “Committee”) has, by the vote of a requisite majority of the directors serving thereon, (i)(a) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with the Buyers, and (b) approved the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the issuance of the Common Shares to the Buyers and the adoption of the Second Restated Bylaws of the Company (the “Restated Bylaws”), in the form attached hereto as Exhibit A; (ii) approved a resolution adopting the Fourth Restated Articles of Incorporation of the Company (the “Restated Charter”), in the form attached hereto as Exhibit B, and resolved to submit to the shareholders of the Company the Restated Charter for approval at a meeting of the shareholders of the Company; and (iii) resolved to recommend to the shareholders of the Company the approval of the execution, delivery and performance of this Agreement, the issuance of the Common Shares to the Buyers and the approval and adoption of the Restated Charter (collectively, the “Proposals”).  The recommendations of the Company Board and the Committee that the shareholders vote in favor of each Proposal are collectively referred to herein as the “Company Board Recommendation”.

 

D.                                    Concurrently with the execution of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, Sterling Capital Partners III, L.P. has entered into a guarantee, dated as of the date hereof and in the form attached hereto as Exhibit C, in favor of the Company.

 



 

This excerpt taken from the SCSS 10-Q filed Oct 27, 2006.
WHEREAS, Landlord and Tenant desire to renew the term of the Lease and to amend certain other provisions of the Lease as more fully set forth below.

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