-----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, Wrik2jeAnuqj366SZHPEacJdWIePmIVwrqyo8OUk56c09CvGcFpTsxaRyOk/tw+G sE8ha0QmNXoilsfEA3h4IQ== 0001193125-03-055954.txt : 20030930 0001193125-03-055954.hdr.sgml : 20030930 20030930142423 ACCESSION NUMBER: 0001193125-03-055954 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030930 GROUP MEMBERS: BRUCE CHENG GROUP MEMBERS: DELTA ELECTRONICS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARTESYN TECHNOLOGIES INC CENTRAL INDEX KEY: 0000023071 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 591205269 STATE OF INCORPORATION: FL FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06080 FILM NUMBER: 03917226 BUSINESS ADDRESS: STREET 1: 7900 GLADES RD STE 500 CITY: BOCA RATON STATE: FL ZIP: 33434-4105 BUSINESS PHONE: 5614511000 MAIL ADDRESS: STREET 1: 7900 GLADES ROAD STREET 2: SUITE 500 CITY: BOCA RATON STATE: FL ZIP: 33434-4105 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER PRODUCTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINESTAR INTERNATIONAL LTD CENTRAL INDEX KEY: 0001166033 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ABN AMRO MANAGE SERV HONG KONG LTD STREET 2: 18/F LINCOLN HOUSE TAIKOO PL CITY: 979 KINGS RD STATE: K3 ZIP: 00000 BUSINESS PHONE: 01185227006618 MAIL ADDRESS: STREET 1: C/O ABN AMRO MANAGE SERV HONG KONG LTD STREET 2: 18/F LINCOLN HOUSE TAIKOO PL CITY: 979 KINGS RD STATE: K3 ZIP: 00000 SC 13D/A 1 dsc13da.htm AMENDED SCHEDULE 13D Prepared by R.R. Donnelley Financial -- Amended Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.  1 )*

 

Artesyn Technologies, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

043127109

(CUSIP Number)

 

May Luk

c/o ABN Amro Management Services (Hong Kong) Limited

18/F Lincoln House, Taikoo Place

979 King’s Road

Quarry Bay, Hong Kong

Telephone number: 011-852-2700-6618

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 15, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §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.

 

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).

 

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

Page 1 of 7

CUSIP No.    043127109

  1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Finestar International Limited

  2.   Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)   ¨

 

  (b)   x
  3.   SEC Use Only
  4.   Source of Funds (See Instructions)    AF
  5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
  6.   Citizenship or Place of Organization    The British Virgin Islands

Number of Shares

Beneficially Owned

by Each Reporting

Person With

   

7.      Sole Voting Power    1,550,0001

  

8.      Shared Voting Power

  

9.      Sole Dispositive Power    1,550,0001

   10.    Shared Dispositive Power
  11.   Aggregate Amount Beneficially Owned by Each Reporting Person    1,550,0001
  12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
  13.   Percent of Class Represented by Amount in Row (11)    4%
  14.   Type of Reporting Person (See Instructions)

 

CO

 

 

1 Finestar International Limited holds a warrant to acquire 1,550,000 shares of common stock of Artesyn Technologies, Inc. Issuance and voting of the shares are, in part, subject to certain Nasdaq National Market and/or regulatory restrictions. Mr. Bruce Cheng is the sole director and member of Finestar International Limited

 

Page 2 of 7

CUSIP No.    043127109

  1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Bruce Cheng

  2.   Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)   ¨

 

  (b)   x
  3.   SEC Use Only
  4.   Source of Funds (See Instructions)    PF
  5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
  6.   Citizenship or Place of Organization    Taiwan, R.O.C.

Number of Shares

Beneficially Owned

by Each Reporting

Person With

   

7.      Sole Voting Power    1,550,0001

  

8.      Shared Voting Power

  

9.      Sole Dispositive Power    1,550,0001

   10.    Shared Dispositive Power
  11.   Aggregate Amount Beneficially Owned by Each Reporting Person    1,550,0001
  12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
  13.   Percent of Class Represented by Amount in Row (11)    4%
  14.   Type of Reporting Person (See Instructions)

 

IN

 

 

1 Finestar International Limited holds a warrant to acquire 1,550,000 shares of common stock of Artesyn Technologies, Inc. Issuance and voting of the shares are, in part, subject to certain Nasdaq National Market and/or regulatory restrictions. Mr. Bruce Cheng is the sole director and member of Finestar International Limited.

 

Page 3 of 7

CUSIP No.    043127109

  1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Delta Electronics, Inc.2

  2.   Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)   ¨

 

  (b)   x
  3.   SEC Use Only
  4.   Source of Funds (See Instructions)
  5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
  6.   Citizenship or Place of Organization    Taiwan, R.O.C.

Number of Shares

Beneficially Owned

by Each Reporting

Person With

   

7.      Sole Voting Power

  

8.      Shared Voting Power

  

9.      Sole Dispositive Power

   10.    Shared Dispositive Power
  11.   Aggregate Amount Beneficially Owned by Each Reporting Person
  12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
  13.   Percent of Class Represented by Amount in Row (11)
  14.   Type of Reporting Person (See Instructions)

 

CO

 

 

2 The filing of this Amendment to Schedule 13D, and the Schedule 13D that it amends, by Delta Electronics, Inc. shall not be construed as an admission that it is, for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement.

 

Page 4 of 7

This Statement constitutes Amendment No. 1 to the Schedule 13D filed on January 25, 2002 (the “Schedule 13D”) by Finestar International Limited, a British Virgin Islands corporation (“Finestar”). Only those items that are hereby reported are amended. All other items remain unchanged. All capitalized terms shall have the meanings assigned to them in the Schedule 13D, as amended to date, or exhibits attached hereto and thereto, unless otherwise indicated herein.

 

Item 3.    Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended by the addition of the following:

 

On August 15, 2003, Finestar accepted $50,175,000 as payment in full of principal and accrued interest (less withholding taxes) due and owing on the Note (the “Payoff”) pursuant to a Promissory Note Payoff Agreement by and between Artesyn and Finestar, dated August 1, 2003 (the “Payoff Agreement”). Upon acceptance of the Payoff by Finestar, the Note was cancelled and Finestar’s right to convert the Note into shares of common stock of Artesyn was terminated. Finestar still holds the Warrant to acquire 1,550,000 shares of common stock of Artesyn.

 

The Payoff Agreement is incorporated by reference to this Statement as Exhibit 5.

 

Item 4:    Purpose of Transaction

 

Item 4 is hereby amended by the addition of the following:

 

On August 15, 2003, upon Finestar’s acceptance of the Payoff, the Note was cancelled and Finestar’s right to convert the Note into shares of common stock of Artesyn was terminated. As such, all rights attached to the Note and the shares of common stock underlying the Note were thereby cancelled. Finestar still holds the Warrant to acquire 1,550,000 shares of common stock of Artesyn, which Warrant, and the shares of common stock underlying such Warrant, are transferable among the Finestar Affiliates, and Finestar may transfer some or all of its rights with respect to the Warrant to any of the Finestar Affiliates.

 

Pursuant to the Payoff Agreement, upon Finestar’s acceptance of the Payoff, that certain Securities Purchase Agreement, by and between Artesyn and Finestar, dated as of January 14, 2002 and filed as Exhibit 1 to the Schedule 13D (the “Securities Purchase Agreement”), is of no further force and effect. As such, the rights conferred by the Securities Purchase Agreement, which include the stand still rights and the right of first negotiation in favor of Finestar, are of no further force and effect. Notwithstanding the aforementioned, certain provisions of the Securities Purchase Agreement shall survive and be enforceable in accordance with their respective terms and provisions. These provisions include: (a) the Nasdaq Listing Obligations of Section 7.8 with respect to the shares issuable pursuant to the Warrant; (b) the Indemnification Obligations as set forth in sections 10.1, 10.2 and 10.3 (and the Representations, Warranties and Covenants in such Agreement to the extent they give rise to an Indemnification Obligation, and only for such purpose); (c) the Communications instructions as set forth in Section 11.1; (d) the Governing Law provisions as set forth in section 11.6; (e) the Consent to Jurisdiction as set forth in section 11.12; (f) the Agent for Service of Process as set forth in section 11.13; and (g) any and all obligations of confidentiality as set forth in the Securities Purchase Agreement.

 

Mr. Cheng and Artesyn have no plans to form a strategic alliance between Delta Electronics, Inc. and Artesyn. Finestar and the Finestar Affiliates do not intend to acquire, or negotiate or enter into agreements with Artesyn or others to acquire, additional equity or other interests in Artesyn.

 

Page 5 of 7

Item 5.    Interest in Securities of the Issuer

 

Item 5 is hereby amended by the addition of the following:

 

As a result of cancellation of the Note, Finestar now only holds a Warrant to purchase 1,550,000 shares of common stock of Artesyn. The initial exercise price of the Warrant was $11.50 per share, subject to adjustment upon certain issuances by Artesyn of common stock or common stock equivalents at a price less than $11.50 per share. On August 13, 2003, Artesyn consummated an offering of $75 million aggregate principal amount of 5.50% convertible senior subordinated notes, due August 15, 2010, which notes may be converted into shares of common stock of Artesyn at a conversion price of $8.064 per share. In accordance with the terms of the Warrant, this issuance resulted in an adjustment to the exercise price of the Warrant from $11.50 per share to $10.73 per share.

 

As of August 15, 2003, Finestar beneficially owned, in the aggregate, approximately 4% of the common stock of Artesyn. This percentage ownership is based on 38,704,600 shares of common stock of Artesyn outstanding as of July 25, 2003.

 

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and restated in its entirety to read as follows:

 

The information contained in Items 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.

 

Item 7.    Material to Be Filed as Exhibits

 

Item 7 is hereby amended by the addition of the following:

 

5.    Promissory Note Payoff Agreement, by and between Artesyn and Finestar, dated August 1, 2003.

 

Page 6 of 7

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.

 

Finestar International Limited

 

September 26, 2003

Date

 

/s/ Bruce Cheng

Signature

 

Bruce Cheng, Director

Name/Title

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.

 

September 26, 2003

Date

 

/s/ Bruce Cheng

Signature

 

Bruce Cheng

Name/Title

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.

 

Delta Electronics, Inc.

 

September 26, 2003

Date

 

/s/ Bruce Cheng

Signature

 

Bruce Cheng, Chairman and Chief Executive Officer

Name/Title

 

Page 7 of 7

EX-99.5 3 dex995.htm PROMISSORY NOTE PAYOFF AGREEMENT Prepared by R.R. Donnelley Financial -- Promissory Note Payoff Agreement

Exhibit 5

 

PROMISSORY NOTE PAYOFF AGREEMENT

 

PROMISSORY NOTE PAYOFF AGREEMENT (this “Agreement”), dated August 1, 2003 (the “Effective Date”), by and between ARTESYN TECHNOLOGIES, INC., a Florida corporation (the “Debtor”) and FINESTAR INTERNATIONAL LIMITED, a British Virgin Islands corporation (the “Holder”).

 

W I T N E S S E T H:

 

WHEREAS, the Debtor executed a convertible promissory note with an original issue date of January 15, 2002 (the “Note”), payable to the Holder in the principal amount of Fifty Million Dollars ($50,000,000), which Note is convertible into shares of the Debtor’s common stock, par value $.01 per share (the “Common Stock”);

 

WHEREAS, the Note provides for the payment by the Debtor of principal by January 15, 2007 (the “Maturity Date”), with interest payable in semi-annual installments at the rate of three percent (3%) per annum until the principal of the Note is paid in full;

 

WHEREAS, to induce the Holder to make such loans, the Debtor and the Holder entered into a securities purchase agreement dated as of January 14, 2002 (the “Securities Purchase Agreement”), whereby, among other things, the Debtor agreed to issue to the Holder a warrant (the “Warrant”) to purchase 1,550,000 shares of the Debtor’s Common Stock, subject to the terms and conditions set forth in such Warrant;

 

WHEREAS, to induce the Holder to enter into the Securities Purchase Agreement, the Debtor and the Holder entered into a registration rights agreement dated January 15, 2002 (the “Registration Rights Agreement”), whereby the Debtor agreed to provide certain registration rights for shares of stock Common Stock issued or issuable upon conversion or exercise of the Note or Warrant, respectively, subject to the terms and conditions set forth in the Registration Rights Agreement; and

 

WHEREAS, the Debtor and the Holder have reached an agreement for the accelerated payment of the principal and interest due and owing on the Note:, which payment is contingent upon the Debtor’s successful completion of a contemplated offering of its convertible debt pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Offering”), all upon the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Prepayment of the Note.

 

1.1 Notwithstanding anything to the contrary set forth in the Note and subject to the successful completion of the Offering, the Debtor hereby agrees to pay to the Holder the principal and the interest accrued and unpaid through the Date of Payment (as defined in this

Section 1.1), which equals $50,187,500 (fifty million one hundred eighty seven thousand and five hundred dollars) through July 31, 2003, to an account designated by Holder pursuant to wire transfer instructions delivered to the Debtor on or before the day preceding the Date of Payment, and the Holder agrees to accept said payment as and for complete payment and satisfaction of the Note (the “Prepayment”). For purposes hereof, “Date of Payment” shall mean the second business day following the completion of the Offering.

 

1.2 After the Closing of the Offering but on or prior to the Date of Payment, the Holder shall deliver to counsel for the Debtor the original Note for cancellation upon receipt of the Prepayment by the Holder.

 

1.3 Upon the receipt by the Holder of the Prepayment in full pursuant to Section 1.1 hereof, (a) all obligations of the Debtor to the Holder under the Note shall be deemed satisfied, (b) the Note shall be of no further force and effect, (c) the Holder shall be deemed to have waived and relinquished any and all rights, remedies and legal actions of any nature whatsoever which it would otherwise be entitled to under the Note, irrespective of whether the same would, under the terms of the Note, survive termination thereof and (d) the Holder shall deliver to the Debtor a cross-receipt acknowledging receipt of the Prepayment and cancellation of the Note.

 

2. Securities Purchase Agreement.

 

2.1 Termination Upon Receipt of Prepayment. Subject to Section 2.3 hereof, upon the receipt by the Holder of the Prepayment in full pursuant to Section 1.1 hereof, (a) all obligations of the Debtor to the Holder under the Securities Purchase Agreement shall be deemed terminated, (b) the Securities Purchase Agreement shall be of no further force and effect.

 

2.2 Waiver of Certain Rights Prior to the Prepayment with Respect to the Offering. As of the Effective Date, the Holder hereby agrees to waive all rights it may have until August 31, 2003 with respect to the Offering under Section 9.1 (Right of First Negotiation) of the Securities Purchase Agreement.

 

2.3 Survival of Certain Provisions of the Securities Purchase Agreement. Notwithstanding Section 2.1 hereof, the following provisions of the Securities Purchase Agreement shall survive and be enforceable in accordance with their respective terms and provisions:

 

(a) The Nasdaq Listing Obligations of Section 7.8 with respect to the shares issuable pursuant to the Warrant;

(b) the Indemnification Obligations as set forth in sections 10.1, 10.2 and 10.3 (and the Representations, Warranties and Covenants in such Agreement to the extent they give rise to an Indemnification Obligation, and only for such purpose);

(c) the Communications instructions as set forth in section 11.1;

(d) the Governing Law provisions as set forth in section 11.6;

(e) the Consent to Jurisdiction as set forth in section 11.12;

(f) the Agent for Service of Process as set forth in section 11.13; and

(g) any and all obligations of confidentiality as set forth in the Securities Purchase Agreement.

3. Contingent Amendment of the Registration Rights Agreement.

 

3.1 Upon the receipt by the Holder of the Prepayment in full pursuant to Section 1.1 hereof, Section 1(v) of the Registration Rights Agreement shall thereupon be amended by deleting such section in its entirety and replacing such section with the following: (v) “Shares” means the shares of Common Stock issued or issuable upon exercise of the Warrants. Except as may be amended pursuant to the terms of this Section 3.1, the Registration Rights Agreement remains in full force and effect in accordance with the terms and provisions thereof.

 

4. Termination of this Agreement.

 

4.1 In the event that the Debtor notifies the Holder in writing that it will not proceed with the Offering or in the event that the Offering does not close by August 31, 2003, this Agreement shall immediately and automatically terminate without any further act of the parties and the Note, the Securities Purchase Agreement, the Warrant and the Registration Rights Agreement each shall remain unchanged and in full force and effect in accordance with their respective terms and provisions and this agreement shall be deemed to have had no force and effect at any time whatsoever. Nothing contained herein shall obligate the Debtor to complete the Offering.

 

5. Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to the Holder as follows:

 

5.1 Power and Authority. The execution and delivery by the Debtor of this Agreement, the performance by the Debtor of its obligations hereunder, and the consummation by the Debtor of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Debtor. The Debtor has the requisite corporate power and authority with respect to the foregoing.

 

This Agreement has been duly executed and delivered by the Debtor and is the valid and binding obligation of the Debtor, enforceable against the Debtor in accordance with its terms.

 

5.2 Other Representations, Warranties and Covenants. The Warrant is and shall remain, even in the event of Repayment of the Note, in full force and effect, and to the extent the Offering results in a change in the Exercise Price thereof, pursuant to Section 2.1 thereof, the Debtor shall provide notice of such adjustment, and the calculations determining such adjustment in accordance with the Communication Provisions (Section 11.1) of the Securities Purchase Agreement, on the Date of Payment. For the avoidance of doubt, neither Holder, nor any of its affiliates (other than the Debtor) shall be obligated to incur any fees, expenses or other costs whatsoever in connection with the Offering. The Shares issuable upon exercise of the Warrant are registered on a Shelf Registration Statement of the Debtor, which Registration Statement is currently effective.

 

6. Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Debtor as follows:

 

6.1 Power and Authority. The execution and delivery by the Holder of this Agreement, the performance by the Holder of its obligations hereunder, and the consummation by

the Holder of the transactions contemplated hereby have been duly and validly authorized by any necessary corporate action on the part of the Holder. The Holder has the requisite corporate power and authority with respect to the foregoing. This Agreement has been duly executed and delivered by the Holder and is the valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms.

 

7. Further Covenants.

 

7.1 Participation in the Offering. The Holder agrees that it and the Purchaser Group will not participate in, nor will it or the Purchaser Group assert any right to participate in, the Offering.

 

7.2 Further Assurances. Each of the parties hereto shall execute such documents and other papers and take such further action as may be reasonably required to carry out the provisions hereof and effectuate the transactions contemplated hereby, including, but not limited to, obtaining any consents, waivers or approvals required in connection herewith.

 

8. Miscellaneous.

 

8.1 Definitions. Unless otherwise defined in this Agreement, all capitalized terms used herein shall be deemed to have the meanings ascribed thereto in the Securities Purchase Agreement.

 

8.2 Publicity. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued without advance approval of the form and substance thereof by the Debtor.

 

8.3 Entire Agreement. This Agreement and the documents executed in connection with the consummation of the transactions contemplated hereby embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.

 

8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such jurisdiction.

 

8.5 Applicability of Certain Sections of the Securities Purchase Agreement to this Agreement. All terms and provisions of sections 11.1 (Communications), 11.12 (Consent to Jurisdiction) and 11.13 (Agent for Service of Process) of the Securities Purchase Agreement are incorporated herein by reference and apply to this Agreement with full force and effect as if fully set forth herein.

 

8.6 Waivers and Amendments. This Agreement or any provisions hereof may be changed, waived, discharged or terminated only by a statement in writing signed by the Debtor and by the Holder.

 

8.7 Headings. The headings in this Agreement are for convenience of reference only, and shall not limit or otherwise affect the terms hereof.

8.8 Successors. All the covenants and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and transferees.

 

8.9 Severability. If any provision of this Agreement shall be held to be invalid and unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

 

8.10 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute but one and the same instrument. An executed counterpart of this Agreement transmitted and received by facsimile shall be deemed for all purposes to be an original, executed counterpart hereof. Duplicate unexecuted pages of the counterparts (whether original or received by facsimile) may be discarded and the remaining pages assembled as one document. An executed counterpart of this Agreement transmitted and received by facsimile shall be deemed for all purposes to be an original, executed counterpart hereof.

 

[Signature Pages To Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

 

ARTESYN TECHNOLOGIES, INC.
By:  

/s/ Richard J. Thompson

Name:  

Richard J. Thompson

Title:  

Vice President – Chief Financial Officer

FINESTAR INTERNATIONAL LIMITED
By:  

/s/ Bruce Cheng

Name:  

Bruce Cheng

Title:  

Director

 

 

ACKNOWLEDGED AND AGREED:

 

DELTA ELECTRONICS, INC.

By:  

/s/ Bruce Cheng

Name:  

Bruce Cheng

Title:  

Chairman and CEO

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