-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUQfitskI0HEVE+hVtr8uHgvsAHzlivA1c6qw001ed70Hx+n8r+rAyXqfiBHtkzA qH6kb/wqvGZ6E1zhKTrXSQ== 0000898431-05-000112.txt : 20050825 0000898431-05-000112.hdr.sgml : 20050825 20050825150541 ACCESSION NUMBER: 0000898431-05-000112 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOREMAN GEORGE CENTRAL INDEX KEY: 0001282612 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: DAVID P MARKMAN, GREENBERG, TRAURIG, LLP STREET 2: 2450 COLORADO AVENUE SUITE 400 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3105867743 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: George Foreman Enterprises Inc CENTRAL INDEX KEY: 0001079786 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 541811721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56755 FILM NUMBER: 051048662 BUSINESS ADDRESS: STREET 1: 100 N WILKES-BARRE BLVD STREET 2: 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: (570) 822-6277 MAIL ADDRESS: STREET 1: 100 N WILKES-BARRE BLVD STREET 2: 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 FORMER COMPANY: FORMER CONFORMED NAME: MM COMPANIES INC DATE OF NAME CHANGE: 20020719 FORMER COMPANY: FORMER CONFORMED NAME: MUSICMAKER COM INC DATE OF NAME CHANGE: 19990216 SC 13D 1 foreman_sch13d-082505.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* GEORGE FOREMAN ENTERPRISES, INC. ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ----------------------------------------------------------------- (Title of Class of Securities) 55310J107 ----------------------------------- (CUSIP Number) Richard G. Thorpe, Esq. Kirkpatrick & Lockhart Nicholson Graham LLP Henry W. Oliver Building 535 Smithfield Street Pittsburgh, PA 15222 (412) 355-6500 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 2005 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. CUSIP NO. 55310J107 Page 2 of 10 Pages The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 3 of 10 Pages SCHEDULE 13D (Amendment No. __) CUSIP No. 55310J107 1. NAME OF REPORTING PERSON George Foreman I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen NUMBER OF 7. SOLE VOTING POWER 1,529,790 SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 269,963 OWNED BY ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 1,529,790 REPORTING ------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 269,963 ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,799,753 ------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35% --------- 14. TYPE OF REPORTING PERSON IN CUSIP NO. 55310J107 Page 4 of 10 Pages SCHEDULE 13D (Amendment No. __) CUSIP No. 55310J107 1. NAME OF REPORTING PERSON George Foreman Productions, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) 74-2713432 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF 7. SOLE VOTING POWER 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 269,963 OWNED BY ------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER 269,963 ------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,963 ------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% ---------- 14. TYPE OF REPORTING PERSON CO CUSIP NO. 55310J107 Page 5 of 10 Pages Item 1. Security and Issuer. This statement on Schedule 13D ("Schedule 13D") relates to the common stock, $0.01 par value ("Common Stock"), of George Foreman Enterprises, Inc. (formerly known as MM Companies, Inc.), a Delaware corporation (the "Issuer" or the "Company"). The Company's principal executive office is located at 100 N. Wilkes-Barre Blvd., 4th Floor, Wilkes-Barre, Pennsylvania. 18702. Item 2. Identity and Background. (a)-(c) This Schedule 13D is being filed by George Foreman and George Foreman Productions, Inc. ("GFP" and together with George Foreman, the "Reporting Persons"). GFP is a Nevada corporation and the address of its principal office is 4402 Walham Court, Kingwood, Texas 77345. GFP's principal business consists of the management of appearances, artistic and entertainment endeavors, licensing and other matters relating to George Foreman. George Foreman's address is 4402 Walham Court, Kingwood, Texas 77345. George Foreman is a former world heavyweight boxing champion, and his current businesses include product endorsements and licensing. George Foreman is the President, Secretary and Treasurer of GFP, the sole director of GFP and GFP's only executive officer. George Foreman is also Co-Chairman of the Company and a director of the Company. (d) During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) George Foreman is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The limited liability company membership interests in George Foreman Ventures LLC, a Delaware limited liability company that is a majority owned subsidiary of the Issuer ("GFV LLC"), held by the Reporting Persons, which membership interests in the future will become exchangeable for Common Stock of the Issuer as described in this Schedule 13D, were acquired by the Reporting Persons for non-cash consideration consisting of the contribution of intellectual property of the Reporting Persons. (See Item 4.) Such contributed property was valued for purposes of the transaction at an aggregate of $2,153,846. CUSIP NO. 55310J107 Page 6 of 10 Pages Item 4. Purpose of Transaction. Pursuant to a series of agreements dated August 15, 2005, the Reporting Persons contributed exclusive rights to the future use of the intellectual property held by them to GFV LLC, as consideration for limited liability company membership interests (the "Membership Interests") representing, in the aggregate, a 50% interest in profits and losses from the traditional licensing business of GFV LLC and a 15% interest in profits and losses of all other businesses of GFV LLC (including any operating businesses that may be created). The Membership Interests of the Reporting Persons are exchangeable, on or after February 15, 2006, for 1,799,753 shares of Common Stock of the Issuer. The intellectual property contributed by the Reported Persons was conveyed pursuant to an Assignment Agreement dated August 15, 2005, which is Exhibit 10.1 to this Schedule 13D and is incorporated herein by reference. GFV LLC is governed by an Amended and Restated Limited Liability Company Agreement, which is Exhibit 10.5 to this Schedule 13D and is incorporated herein by reference. Concurrently with this contribution and the issuance of Membership Interests, the Issuer authorized and issued shares of its Series A Preferred Stock, which stock entitles the holders thereof to designate two of the six directors of the Issuer. The issued shares of Series A Preferred Stock were issued to a trust established for the benefit of George E. Foreman, Jr. and George E. Foreman III, whose father is George Foreman. George E. Foreman, Jr. and George E. Foreman III are also the trustees of the trust, and are officers of GFV LLC. George Foreman and George E. Foreman, Jr. were elected by the trust to serve as its two designated directors of the Issuer immediately after the closing of the contribution and issuance described above. Pursuant to a Registration Rights Agreement entered into concurrently with the contribution and issuance of Membership Interests described herein, the Reporting Persons have been granted certain demand and piggyback registration rights, and have been granted the right to cause preferred securities of the Issuer with an aggregate liquidation preference of $1 million to be issued to them if a market capitalization target of $20 million for the Issuer is not achieved within three years of the closing of the transactions described herein. The Registration Rights Agreement is Exhibit 10.3 to this Schedule 13D and is incorporated herein by reference. In connection with the foregoing, GFP entered into a Services Agreement with GFV LLC providing for the provision and performance by George Foreman of specified services to GFV LLC in connection with its exploitation of the contributed intellectual property. The Services Agreement is Exhibit 10.2 to this Schedule 13D and is incorporated herein by reference. In addition to the foregoing agreements, the Reporting Persons are party to an Investor Rights Agreement committing them to vote any securities of the Issuer held by them in favor of the election as directors of the Company of the two persons designated by the persons who were serving as directors of the Company immediately prior to the closing of the transactions described herein, and in favor of two independent directors to be mutually agreed CUSIP NO. 55310J107 Page 7 of 10 Pages upon. The Investor Rights Agreement, and a related Agreement among the Reporting Persons, Jewelcor Management, Inc. and Seymour Holtzman (the CEO and a Co-Chairman of the Issuer and the President of Jewelcor Management, Inc.), also provide for certain transfer restrictions, first refusal and other rights described therein. The Investor Rights Agreement is Exhibit 10.4 to this Schedule 13D and is incorporated herein by reference. The related Agreement among the Reporting Persons, Jewelcor Management, Inc. and Seymour Holtzman is Exhibit 10.6 to this Schedule 13D and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. (a) By virtue of his Membership Interest in GFV LLC, George Foreman may be deemed to directly beneficially own the 1,529,790 shares of Common Stock into which such Membership Interest will become exchangeable. Because George Forman owns all of the outstanding securities of GFP, he may also be deemed to indirectly beneficially own all of the Common Stock which may be deemed to be directly beneficially owned by GFP. Accordingly, by virtue of GFP's Membership Interest in GFV LLC, George Foreman may be deemed to indirectly beneficially own the 269,963 shares of Common Stock into which such Membership Interest will become exchangeable. Consequently, George Foreman may be deemed to beneficially own a total of 1,799,753 shares of Common Stock. Based on 3,289,006 shares of Common Stock outstanding on August 12, 2005, as reported in the Issuer's quarterly report on Form 10-QSB for the quarter ended June 30, 2005, and, in accordance with Rule 13d-3(d)(1)(i) under the Act, assuming all shares of Common Stock that George Forman may be deemed to beneficially owned are outstanding, George Foreman may be deemed to beneficially own approximately 35% of the outstanding Common Stock. By virtue of its Membership Interest in GFV LLC, GFP may be deemed to beneficially own the 269,963 shares of Common Stock into which such Membership Interest will become exchangeable. Based on 3,289,006 shares of Common Stock outstanding on August 12, 2005, and, in accordance with Rule 13d-3(d)(1)(i) under the Act, assuming all shares of Common Stock that GFP may be deemed to beneficially owned are outstanding, GFP may be deemed to beneficially own approximately 7.5% of the outstanding Common Stock. (b) Upon the exchange of all of the Membership Interests owned by him and by GFP, George Foreman shall have sole voting and dispositive power over 1,529,790 shares of Common Stock and shared voting and dispositive power over 269,963 shares of Common Stock. Upon the exchange of all of its Membership Interests, GFP shall have shared voting and dispositive power over 269,963 shares of Common Stock. (c) See responses to Items 3 and 4 of this Schedule 13D. (d) Not applicable. (e) Not applicable. CUSIP NO. 55310J107 Page 8 of 10 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See response to Item 4. Item 7. Material to be Filed as Exhibits. Exhibit No. Description ----------- ----------- 10.1 Assignment Agreement dated August 15, 2005 among George Foreman Ventures LLC, George Foreman and George Foreman Productions, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.2 Services Agreement dated August 15, 2005 among George Foreman Ventures LLC and George Foreman Productions, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.3 Registration Rights Agreement dated August 15, 2005 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.4 Investor Rights Agreement dated August 15, 2005 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.5 Amended and Restated Limited Liability Company Agreement of George Foreman Ventures LLC dated August 15, 2005 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.6 Agreement dated August 15, 2005 among George Foreman, George Foreman Productions, Inc., Jewelcor Management, Inc. and Seymour Holtzman (filed herewith). 24.1 Power of Attorney (filed herewith). 99.1 Joint Filing Agreement between George Foreman and George Foreman Productions, Inc. dated as of August 22, 2005 (filed herewith). CUSIP NO. 55310J107 Page 9 of 10 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Dated: August 25, 2005 /s/ Richard G. Thorpe ---------------------------------------- Richard G. Thorpe, Attorney-in-Fact for George Foreman GEORGE FOREMAN PRODUCTIONS, INC. By: /s/ Richard G. Thorpe -------------------------------------- Richard G. Thorpe, Attorney-in-Fact for George Foreman, President, Secretary and Treasurer of George Foreman Productions, Inc. CUSIP NO. 55310J107 Page 10 of 10 Pages Exhibit Index ------------- 10.1 Assignment Agreement dated August 15, 2005 among George Foreman Ventures LLC, George Foreman and George Foreman Productions, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.2 Services Agreement dated August 15, 2005 among George Foreman Ventures LLC and George Foreman Productions, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.3 Registration Rights Agreement dated August 15, 2005 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.4 Investor Rights Agreement dated August 15, 2005 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.5 Amended and Restated Limited Liability Company Agreement of George Foreman Ventures LLC dated August 15, 2005 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Issuer filed August 18, 2005). 10.6 Agreement dated August 15, 2005 among George Foreman, George Foreman Productions, Inc., Jewelcor Management, Inc. and Seymour Holtzman (filed herewith). 24.1 Power of Attorney (filed herewith). 99.1 Joint Filing Agreement between George Foreman and George Foreman Productions, Inc. dated as of August 22, 2005 (filed herewith). EX-10 2 exhibit_10-6.txt EXHIBIT 10.6 Exhibit 10.6 AGREEMENT This Agreement (this "Agreement") is made and entered into as of August 15, 2005, by and among Seymour Holtzman ("SH") and Jewelcor Management, Inc. ("JMI", and together with SH, "Jewelcor"), on the one hand, and George Foreman ("GF") and George Foreman Productions, Inc., a Nevada corporation ("GFPI", and together with GF, "Foreman"), on the other hand. RECITALS WHEREAS, concurrently with the execution and delivery of this Agreement, Foreman, on the one hand, and George Foreman Ventures LLC, a Delaware limited liability company ("GFV"), on the other hand, are entering into an assignment agreement, in substantially the form attached hereto as Exhibit A (such agreement, the "Assignment Agreement"); and WHEREAS, concurrently with the execution and delivery of this Agreement, GFV, on the one hand, and GF and GFPI, on the other hand, are entering into a subscription agreement, in substantially the form attached hereto as Exhibit B (the "Subscription Agreement"), pursuant to which GFV is issuing to Foreman membership interests in GFV ("Membership Interests") having the rights set forth in the Operating Agreement, which is being executed and delivered by Foreman concurrently with the execution and delivery of this Agreement (the membership interests issued pursuant to the Subscription Agreement, the "Foreman Interests"); and WHEREAS, concurrently with the execution and delivery of this Agreement, GFV and MM Companies, Inc., a Delaware corporation and a member of GFV ("MM"), on the one hand, and GF and GFPI, on the other hand, are entering into an investor rights agreement, in substantially the form attached hereto as Exhibit C (the "Investor Rights Agreement"), pursuant to which, among other things, Foreman shall have the right to exchange the Foreman Interests for shares of common stock of MM ("Common Stock"), subject to the terms of the Investor Rights Agreement; and WHEREAS, SH is a director of MM and the president and sole director of JMI, the largest holder of Common Stock; and WHEREAS, SH and his wife own, as tenants by the entirety, a controlling interest in S.H. Holdings, Inc., the indirect sole stockholder of JMI; and WHEREAS, it is a condition to Foreman's entering into the Assignment Agreement and the Subscription Agreement that Foreman and Jewelcor enter into this Agreement; NOW, THEREFORE, in consideration of the foregoing, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Right of First Refusal; Tag-Along Right. (a) In the event that, prior to the earlier of (x) the first anniversary of the Closing Date and (y) the date on which all of the Foreman Shares have been registered under the Securities Act pursuant to an effective registration statement (the earlier of such dates, the "Extended Notification Date"), a Holder seeks to transfer any shares of Common Stock, whether voluntarily or involuntarily, except to a Permitted Transferee (as defined below) or pursuant to a De Minimis Sale (as defined below) (such Holder, in such capacity, the "Selling Holder"), such Selling Holder shall provide ninety (90) days' prior written notice of such Selling Holder's intention (the "Selling Notice") to the other Holder (in such capacity, the "Notified Holder"). The Selling Notice shall specify the number of shares of Common Stock to be transferred (the "Selling Holder Shares") and shall state the price (the "Offered Price") and all other terms of the proposed transaction. (b) The Notified Holder shall have the right, exercisable upon written notice to the Selling Holder prior to the end of the fifteen (15) day period following the Notified Holder's receipt of the Selling Notice, to: (i) Elect, by giving written notice to the Selling Holder within fifteen (15) days receipt of the Selling Notice, to purchase all of the Selling Holder Shares at the Offered Price. Payment of the Offered Price shall be made within thirty (30) days after delivery of the Notified Holder Notice or, if later, at the time set forth in the Selling Notice. At the time of payment, the Selling Holder shall deliver to the Notified Holder a duly endorsed stock certificate or certificates evidencing the Selling Holder Shares. or (ii) Participate in such sale of Selling Holder Shares pursuant to the terms specified in the Selling Notice (such right, the "Tag-Along Right"). To the extent that the Tag Along Holder exercises the Tag-Along Right in accordance with the terms and conditions set forth below, the number of Selling Holder Shares the Selling Holder may sell pursuant to the Selling Notice shall be correspondingly reduced. The Tag-Along Right shall be subject to the following terms and conditions: (A) Number of Shares. The Notified Holder may sell up to fifty percent (50%) of the number of Selling Holder Shares. (B) Delivery of Certificates. The Notified Holder shall effect his or its participation in the sale by delivering to the Selling Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the shares of Common Stock that the Notified Holder elects to sell. The stock certificate or certificates which the Notified Holder delivers to the Selling Holder shall be delivered by the Selling Holder to the prospective purchaser in consummation of the sale pursuant to the terms and conditions specified in the Selling Notice, and such purchaser shall pay to such account or in such manner as may be reasonably designated by the Notified Holder or, if the purchaser refuses to agree to direct remittance after reasonable efforts by the - 2 - Selling Holder to obtain such agreement, the Selling Holder shall promptly thereafter remit to the Notified Holder that portion of the sale proceeds to which the Notified Holder is entitled by reason of his participation in such sale. Section 2. Additional Covenants. (a) In the event that, on or after the Extended Notification Date, a Holder seeks to transfer any shares of Common Stock, whether voluntarily or involuntarily, except to a Permitted Transferee (as defined below) or pursuant to a De Minimis Sale (as defined below), such Holder shall provide ten (10) days' prior written notice of such Selling Holder's intention, which notice shall specify the number of shares of Common Stock to be transferred and shall state the price and all other terms of the proposed transaction. (b) Prior to the Extended Notification Date, Jewelcor shall not engage in any sales or transfers of Common Stock if, immediately following such sale or transfer, the number of Jewelcor Shares shall be less than seventy-five percent (75%) of the number of Jewelcor Shares on the date hereof. (c) Each of GF and GFPI shall comply with their covenants in Sections 5(a) and 5(b) of the Investor Rights Agreement, and each of GF and GFPI agrees that Jewelcor shall be deemed to be a third party beneficiary of such covenants and shall have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any breach of such Section 5(a) or such Section 5(b) and enforcing specifically the terms and provisions thereof. (d) No sale, transfer or other disposition of any Foreman Shares or Jewelcor Shares (or of Membership Interests convertible into Foreman Shares), other than a De Minimis Sale or a sale to the public pursuant to a valid registration statement or Rule 144 promulgated under the Securities Act, shall be effected unless the transferee of such shares (or Membership Interests) first agrees in writing, in form and substance reasonably acceptable to the other party hereto, to be bound by the transferee agrees to be bound by the terms and conditions of this Agreement and the Investor Rights Agreement to the same extent as the transferor of such shares. Section 3. Pledges of Stock. Notwithstanding anything herein to the contrary, a Holder may pledge shares of Common Stock to a bank or other financial institution without complying with the provisions of Section 1 hereof, provided that the pledge or security agreement under which such shares are pledged specifies that the pledgee agrees to be bound by the terms and conditions of this Agreement if such pledgee becomes a Holder with respect to such shares. Section 4. Certain Definitions. Affiliate: With respect to a specified Person, any other Person that directly or indirectly, through one or more intermediaries, has control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, the term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a Person whether through the ownership of voting securities, by contract or otherwise. - 3 - Closing Date: The date of the closing of the transactions contemplated by the Assignment Agreement, the Subscription Agreement and the Investor Rights Agreement. De Minimis Sale: A sale or transfer by a Holder of a number of shares of Common Stock that, together with all sales of Common Stock for the account of such Holder within the preceding three months, does not exceed the greater of (i) one percent (1%) of the shares of Common Stock outstanding as shown by the most recent report or statement published by MM, or (ii) the average weekly reported volume of trading in such shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of notice required by paragraph (h) of Rule 144 promulgated under the Securities Act, or if no such notice is required the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker, or (iii) the average weekly volume of trading in shares of Common Stock reported through the consolidated transaction reporting system, contemplated by Rule 11Aa3-1 under the Securities Exchange Act of 1934, as amended, during the four-week period specified in clause (ii). Foreman Shares: At any time, the sum of (i) the number of shares of Common Stock owned by Foreman and his Permitted Transferees and (ii) the number of shares of Common Stock then issuable upon conversion of outstanding securities convertible into or exercisable or exchangeable for Common Stock (including shares of preferred stock, warrants, options and Membership Interests) then held by Foreman and his Permitted Transferees. Jewelcor Shares: At any time, the sum of (i) the number of shares of Common Stock then held by Jewelcor and its Permitted Transferees, and (ii) the number of shares of Common Stock then issuable upon conversion of outstanding securities convertible into or exercisable or exchangeable for Common Stock (including shares of preferred stock, warrants and options) then held by Jewelcor and its Permitted Transferees. LLC Percentage: With respect to each Member, the "Company Percentage" (as such term is defined in the Operating Agreement) of such Member in GFV with respect to the Non-Traditional Businesses. Member. A Person whose name is set forth on Schedule A to the Operating Agreement as a member of GFV, as such Schedule may be amended pursuant to the terms of the Operating Agreement. Operating Agreement: The amended and restated limited liability company agreement of GFV, dated as of the date hereof. Permitted Transferee: (a) With respect to any natural person, such natural person's spouse, any lineal ancestor or descendant of such person or spouse, the spouses of such lineal ancestors or descendants, trusts for the benefit of any of the foregoing, a corporation all of the outstanding capital stock of which is at all times solely owned by, a limited liability company all of the members of which are at all times solely, or a partnership all of the partners of which are at all times solely, such natural person and/or any Permitted Transferee and, in the event of - 4 - the death of such natural person, such natural person's estate; and (b) with respect to any Person other than a natural person, any Affiliate of such Person; provided that, in the case of each of clauses (a) and (b) above, each such transferee will be a "Permitted Transferee" for purposes of this Agreement only if such transferee shall have executed and delivered to the Company an instrument pursuant to which the transferee will have agreed to be bound by all of the terms of this Agreement applicable to the transferor. Person: An individual, trust, estate, partnership, joint venture, association, company, corporation or other entity. Securities Act: The Securities Act of 1933, as amended. Section 5. Miscellaneous. (a) Successors and Assigns; Assignment. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Foreman on the one hand, or Jewelcor, on the other hand, without the prior written consent of the other. (b) Governing Law; Arbitration. This Agreement will be governed by and construed and enforced under the internal laws of the State of New York, without reference to principles of conflict of laws or choice of laws. Any controversy or claim arising under, out of, or in relation to this Agreement or any breach or alleged breach hereof, shall be determined and settled by arbitration, pursuant to the rules then obtaining of the American Arbitration Association (the "AAA"), and the procedures set forth herein. In the event of an inconsistency between the rules of the AAA and the procedures set forth herein, the procedures set forth herein shall control. The location of the arbitration shall be in New York, New York. The arbitration shall be conducted by a panel of three (3) neutral arbitrators who are independent and disinterested with respect to the parties, the Agreement, and the outcome of the arbitration. The parties shall first attempt to select mutually the three (3) arbitrators. If no agreement can be reached by the parties within thirty (30) days of the filing of the demand for arbitration, then each party shall select one (1) arbitrator and the two (2) arbitrators thus selected shall then select the third arbitrator. If any vacancy occurs in the board of arbitrators appointed hereunder by reason of death, resignation, refusal to act, physical incapacity or otherwise, a new arbitrator shall be appointed in the same manner and by the same party or arbitrators, as applicable, by whom the previous incumbent was appointed. The arbitrators shall be instructed and directed to assume case management initiative and control over the arbitration process (including, without limitation, scheduling of events, prehearing discovery and activities, and the conduct of the hearing), in order to complete the arbitration as expeditiously as is reasonably practical for obtaining a just resolution of the dispute. Each party shall bear its own expenses in connection with the arbitration, and shall share equally in the payment of the arbitrators' fees as and when billed by the arbitrators, unless the arbitrators rule otherwise. Such determination by the two (2) of the three (3) arbitrators shall be final, binding and conclusive upon the parties hereto and shall be rendered in such form that it may be judicially confirmed under the laws of the State of New York. The parties hereto expressly consent to the exclusive jurisdiction of the courts in New York County to enforce any award of the arbitrators. - 5 - (c) Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Signed facsimile copies of this Agreement will legally bind the parties to the same extent as original documents. (d) Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections and exhibits will, unless otherwise provided, refer to sections hereof and exhibits attached hereto. (e) Notices. Any notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered (i) personally by hand or by courier, (ii) mailed by United States first-class mail, postage prepaid or (iii) sent by facsimile directed (x) if to Jewelcor, at Jewelcor's address or facsimile number set forth below, or at such address or facsimile number as Jewelcor may designate by giving at least ten (10) days' advance written notice to Foreman or (y) if to Foreman, at Foreman's address or facsimile number set forth below, or at such address or facsimile number as Foreman may designate by giving at least ten (10) days' advance written notice to Jewelcor. All such notices and other communications shall be deemed given upon (i) receipt or refusal of receipt, if delivered personally, (ii) three (3) days after being placed in the mail, if mailed, or (iii) confirmation of facsimile transfer, if faxed. The address of Jewelcor for the purpose of this Section 5(e) is as follows: Seymour Holtzman Jewelcor Management, Inc. 100 N. Wilkes-Barre Blvd., 4th Floor Wilkes-Barre, Pennsylvania 18702 Facsimile: with a copy to: Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Attention: Peter G. Smith, Esq. Facsimile: (212) 715-8000 The address of Foreman for the purpose of this Section 5(e) is as follows: George Foreman George Foreman Productions, Inc. 4402 Walham Court Kingwood, Texas 77345 Facsimile: - 6 - with a copy to: Kirkpatrick & Lockhart Nicholson Graham LLP 2828 North Harwood Street, Suite 1800 Dallas, Texas 75201 Attention: Robert E. Wolin, Esq. Facsimile: (214) 939-4949 (f) Amendments and Waivers. This Agreement may be amended and the observance of any term of this Agreement may be waived only with the written consent of Jewelcor and Foreman. Any amendment effected in accordance with this Section 5(f) will be binding upon Jewelcor, Foreman and their respective successors and assigns. (g) Severability. If any provision of this Agreement is held to be unenforceable under applicable law, such provision will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms. (h) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter hereof. (i) Further Assurances. From and after the date of this Agreement, upon the request of Jewelcor or Foreman, Jewelcor and Foreman will execute and deliver such instruments, documents or other writings, and take such other actions, as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement. (j) Negotiated Agreement. Each of Jewelcor and Foreman acknowledges that he or it has been advised and represented by counsel in the negotiation, execution and delivery of this Agreement and accordingly agrees that if an ambiguity exists with respect to any provision of this Agreement, such provision shall not be construed against any party because such party or such party's representatives drafted such provision. (k) Meaning of Include and Including. Whenever in this Agreement the word "include" or "including" is used, it shall be deemed to mean "include, without limitation" or "including, without limitation," as the case may be, and the language following "include" or "including" shall not be deemed to set forth an exhaustive list. (l) Equitable Remedies. Notwithstanding the provisions of Section 5(b) hereof, in the event of (x) a breach of this Agreement or (y) a failure of a party to perform any of its or his obligations under this Agreement, and, in either case, money damages would not be adequate compensation for the damages that the other party would suffer by reason of such breach or failure, each party hereto agrees that, in addition to and without limiting any other remedy or right such party may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. In the event of any controversy or claim arising out of or relating to any such breach or failure, each of - 7 - the parties hereto irrevocably (i) submits to the non-exclusive jurisdiction of any New York state court sitting in the County of New York or any federal court sitting in U.S. District Court for the Southern District of the State of New York, (ii) waives any objection which such party may have at any time to the laying of venue of any action or proceeding brought in any such court and (iii) waives any claim that such action or proceeding has been brought in an inconvenient forum. [Remainder of Page Intentionally Left Blank] - 8 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. SEYMOUR HOLTZMAN /s/ Seymour Holtzman ------------------------------------ Seymour Holtzman JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman --------------------------------- Name: Seymour Holtzman Title: President GEORGE FOREMAN /s/ George Foreman ------------------------------------ George Foreman GEORGE FOREMAN PRODUCTIONS, INC. By: /s/ George Foreman --------------------------------- Name: George Foreman Title: President EX-24 3 exhibit_24-1.txt EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that I, George Foreman, do hereby make, constitute, designate and appoint each of Robert E. Wolin and Richard G. Thorpe as my true and lawful Attorney-in-Fact, for me and in my name and on my behalf generally: 1. To execute and file any and all documents required to be filed by me with the United States Securities and Exchange Commission ("SEC"), including, without limitation, Form ID, Forms 3, 4, 5 and 144 and Schedules 13D and 13G and all amendments thereto; 2. To do and perform any and all acts which may be necessary or desirable to prepare, complete and execute such forms, schedules or amendments, and timely deliver and file such forms, schedules or amendments with the SEC and any stock exchange or similar authority; and 3. To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if I was personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming nor relieving any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). I also acknowledge that the foregoing attorneys-in-fact do not assume (i) any liability for my responsibility to comply with the requirements of the Exchange Act, (ii) any liability for my failure to comply with such requirements, or (iii) any of my obligations or liabilities for profit disgorgement under Section 16(b) of the Exchange Act. This Power of Attorney shall be effective immediately upon execution and shall be revoked by my giving to such attorney-in-fact acting hereunder written notification of the revocation, which notice shall not be considered binding unless actually received. I hereby declare that this Power of Attorney shall not be affected by my disability or incapacity and that as against me and all persons claiming under me, everything which my attorney-in-fact shall do or cause to be done shall be valid and effectual in favor of any person claiming a benefit thereunder, who, before the doing thereof, shall not have had notice of revocation of this instrument. IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed this 18th day of August, 2005. WITNESS: GRANTOR: /s/ Vivianna Wilson /s/ George Foreman - ------------------------------ ------------------------------ Name: George Foreman - 2 - EX-99 4 exhibit_99-1.txt EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, and any derivative securities thereof, of George Foreman Enterprises, Inc., and that this Agreement be included as an Exhibit to such joint filing. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 22nd day of August, 2005. /s/ Richard G. Thorpe --------------------------------------- Richard G. Thorpe, Attorney in Fact for George Foreman GEORGE FOREMAN PRODUCTIONS, INC. By: /s/ Richard G. Thorpe ------------------------------------ Richard G. Thorpe, Attorney-in-Fact for George Foreman, President, Secretary and Treasurer of George Foreman Productions, Inc. -----END PRIVACY-ENHANCED MESSAGE-----