-----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, H/WUAKyfjmoC2Rl7gyCnDlM2janNU36FO0GhkyZKkTY0AO4ux/oEvzSV8/NTAyit 0xx7+IsCnWqk+F4aFeOzUw== 0000950116-01-500511.txt : 20010720 0000950116-01-500511.hdr.sgml : 20010720 ACCESSION NUMBER: 0000950116-01-500511 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010719 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYBEX INTERNATIONAL INC CENTRAL INDEX KEY: 0000060876 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 111731581 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-12594 FILM NUMBER: 1684313 BUSINESS ADDRESS: STREET 1: 10 TROTTER DRIVE CITY: MEDWAY STATE: MA ZIP: 02053 BUSINESS PHONE: 5085334300 MAIL ADDRESS: STREET 1: 10 TROTTER DRIVE CITY: MEDWAY STATE: MA ZIP: 02053 FORMER COMPANY: FORMER CONFORMED NAME: LUMEX INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UM INVESTMENT CORP CENTRAL INDEX KEY: 0001019789 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510266463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 BUSINESS PHONE: 6093542200 MAIL ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 SC 13D 1 p312539.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CYBEX INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 23252E 10 6 (CUSIP Number) James H. Carll, Esq. Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033 (856-795-2121) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 9, 2001 (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-l(b)(3) or (4), check the following box[ ]. Check the following box if a fee is being paid with this statement [ ]. 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). (Continued on the following pages) Page 1 1 _______________________________________________________________________________ CUSIP No. 23252E 10 6 SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UM Holdings, Ltd. 22-1982496 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | Zero BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | Zero PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | Zero |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | Zero _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* HC and CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT 2 _______________________________________________________________________________ CUSIP No. 23252E 10 6 SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UM Equity Corp. 22-3343565 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 2,673,056 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | Zero PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 2,673,056 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | Zero _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,673,056 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT 3 _______________________________________________________________________________ CUSIP No. 23252E 10 6 SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UM Investment Corp. 51-0266463 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* WC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 62,800 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | Zero PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 62,800 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | Zero _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,800 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT 4 _______________________________________________________________________________ CUSIP No. 23252E 10 6 SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS John Aglialoro - ###-##-#### ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* AF; PF ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 833,982 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 200 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 833,982 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 200 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 834,182 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT 5 _______________________________________________________________________________ CUSIP No. 23252E 10 6 SCHEDULE 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Joan Carter - ###-##-#### ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* AF ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 759,548 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | Zero PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 759,548 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | Zero _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 759,548 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT 6 The Statement on Schedule 13-D dated May 23, 1997, as heretofore amended (the "Schedule 13-D"), is hereby amended as follows: Item 2 - Identity and Background. Schedule I to the Schedule 13-D, incorporated by reference in Item 2 of the Schedule 13-D, is hereby amended to read in its entirety as attached hereto. Item 3 - Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13-D is hereby amended by adding the following additional paragraph: "Mr. Aglialoro and Ms. Carter each purchased from UME, in a private transaction, 750,000 shares of CYBEX Common Stock, pursuant to the Stock Purchase Agreement dated July 9, 2001 (the "Purchase Agreement"), by and among such parties. The total consideration of $1,087,500 payable by each individual for such shares was satisfied by the delivery of the promissory note of such individual in such amount." Item 4 - Purpose of Transactions. Item 4 of the Schedule 13-D is hereby amended by deleting the paragraph added thereto by Amendment No 1 to the Schedule 13-D and adding in place thereof the following additional paragraphs: "Mr. Aglialoro and Ms. Carter acquired the shares of Cybex Common Stock described in item 3 of this Amendment No. 2 from UME, a company which they control through their stock ownership of UM. These transfers were effected for personal tax planning reasons. UM, UME, UMI, Mr. Aglialoro and Ms. Carter (the "Reporting Persons") have had a substantial ability, due to their collective ownership position in Cybex, to direct or materially influence management decisions of CYBEX. The Reporting Persons believe that the referenced transaction, which merely changes the direct ownership of such shares among the Reporting Persons, does not effect such ability to direct or materially influence management decisions of CYBEX. 7 The Reporting Persons generally intend to maintain their present level of investment in CYBEX. Mr. Aglialoro has purchased, in open market transactions, 6,400 and 20,100 shares of Cybex Common Stock in May and June, 2001, respectively, and he anticipates that, if the stock continues to trade at present prices, he may continue such general level of market purchases during periods in which such purchases are consistent with Cybex policies for stock transactions by officers and directors. In addition, based upon market and business conditions and other factors, one or more of the Reporting Persons may from time-to-time choose to sell a portion of its shares of the Common Stock or acquire additional shares." Item 5- Interest in Securities of the Issuer. Item 5 of the Schedule 13-D is hereby amended to read in its entirety as follows: "UME owns 2,673,056 shares of the Common Stock, representing 30.4% of the outstanding Common Stock (all percentages set forth herein being based upon the outstanding shares as indicated in CYBEX's most recent available filing with the Securities and Exchange Commission). "UMI owns 62,800 shares of the Common Stock, representing 0.7% of the outstanding Common Stock. "John Aglialoro owns 834,182 shares of the Common Stock, representing 9.5% of the outstanding Common Stock. Included within such shares are 200 shares which are owned by an IRA for Mr. Aglialoro's benefit as to which he shares voting and dispositive power. "Joan Carter owns 759,548 shares of the Common Stock, representing 8.6% of the outstanding Common Stock. "Each of UME, UMI, Mr. Aglialoro and Ms. Carter possesses the sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares of Common Stock owned by it, except as indicated above. 8 "Neither UM, UME, UMI, Mr. Aglialoro nor Ms. Carter nor, to the best of their respective knowledge, any of the persons listed on Schedule I hereto, beneficially owns any shares of Common Stock, except (i) as listed above, (ii) 13,548 shares owned by Mr. Carll, (iii) options to acquire 42,730 shares held by Mr. Hicks, and (iv) 9,548 shares owned by Mr. Hicks. "On July 9, 2001, Mr. Aglialoro and Ms. Carter each purchased, in a private transaction, 750,000 shares of the Common Stock from UME, at a purchase price of $1.45 per share. Mr. Aglialoro made, during the sixty day period preceding the date of this Amendment No. 2, market acquisitions of the Common Stock as described on Schedule II hereto." Item 6 - Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13-D is amended by adding the following paragraph: "UME, Mr. Aglialoro and Ms. Carter entered into the Stock Purchase Agreement dated July 9, 2001 (the "Purchase Agreement"), pursuant to which Mr. Aglialoro and Ms. Carter each purchased from UME, in a private transaction, 750,000 shares of CYBEX Common Stock. As part of such transactions, each of Mr. Aglialoro and Ms. Carter satisfied the purchase price payable with respect to such shares by the delivery of their respective promissory notes, dated July 9, 2001. "Of the shares of Common Stock owned by the Reporting Persons, 2,718,156 shares have been pledged to a financial institution to secure a loan to UM in the normal course of its business." Item 7 - Material to be Filed as Exhibits. Exhibit 1 - Stock Purchase Agreement dated July 9, 2001. Exhibit 2 - Promissory Note of John Aglialoro to UM Equity Corp, dated July 9, 2001. Exhibit 3 - Promissory Note of Joan Carter to UM Equity Corp, dated July 9, 2001. - --------------------------- 9 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: July 9, 2001 /s/ John Aglialoro ------------------------------------------- John Aglialoro, Individually and as Chairman, UM Holdings, Ltd., UM Equity Corp. and UM Investment Corporation /s/ Joan Carter ------------------------------------------- Joan Carter, Individually 10 SCHEDULE I Directors and Executive Officers of UM, UME and UMI
Relationship to UM, UME Principal Name Business Address and UMI Occupation (1) - ---- ---------------- ------------ -------------- John Aglialoro UM Holdings, Ltd. Shareholder, Chairman 56 Haddon Avenue Director and of UM Haddonfield, NJ 08033 Executive Officer of UM; Director and Executive Officer of UME and UMI Joan Carter UM Holdings, Ltd. Shareholder, President of UM 56 Haddon Avenue Director and Haddonfield, NJ 08033 Executive Officer of UM; Director and Executive Officer of UME and UMI Arthur W. Hicks, Jr. UM Holdings, Ltd. Executive Officer Chief Financial 56 Haddon Avenue of UM; Executive Officer of UM Haddonfield, NJ 08033 Officer and Director of UME and UMI Jordan Mersky UM Holdings, Ltd. Executive Officer Vice President/ 56 Haddon Avenue of UM, UME and General Counsel Haddonfield, NJ 08033 UMI; Director of of UM UME and UMI James H. Carll Archer & Greiner Director of UM, Member of the One Centennial Square UME and UMI Law Firm of Haddonfield, NJ 08033 Archer & Greiner
(1) Address of employer is same as the individual's business address. 11 SCHEDULE II Market Acquisitions During the 60 day period preceding the date of this Amendment No. 2 to Schedule 13-D, John Aglialoro effected the following acquisitions of Cybex Common Stock in market transactions by brokers acting on his behalf: Date No. of Shares Price Per Share ---- ------------- --------------- 5/10/01 600 $1.70 5/25/01 2,000 1.64 5/25/01 1,000 1.64 6/5/01 500 1.70 6/5/01 1,500 1.75 6/12/01 2,000 1.69 6/12/01 1,100 1.79 6/12/01 800 1.72 6/12/01 1,400 1.72 6/13/01 3,000 1.75 6/13/01 1,000 1.76 6/13/01 900 1.76 6/13/01 1,500 1.79 6/15/01 500 1.82 6/15/01 2,500 1.95 6/15/01 1,000 2.01 6/15/01 100 2.02 6/15/01 900 2.02 6/15/01 1,400 2.01 12 EX-1 2 ex1.txt EX1.TXT STOCK PURCHASE AGREEMENT This Agreement, dated as of July 9, 2001, is among UM EQUITY CORP, a Delaware corporation (the "Company"), and JOHN AGLIALORO and JOAN CARTER (each herein referred to as a "Buyer"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows: 1. Effective as of the date hereof, Company sells, conveys and transfers to each Buyer, and each Buyer purchases from Company, 750,000 shares of common stock (the "Stock") of Cybex International Corporation ("Cybex"), for the purchase price indicated in Paragraph 2. Simultaneously with the execution and delivery of this Agreement, the Company is forwarding, or is causing to be forwarded, to the transfer agent for Cybex's Common Stock, one or more certificates representing the Stock to be transferred to each Buyer, accompanied by duly executed stock powers and appropriate transfer instructions. 2. (a) The purchase price for each share of the Stock purchased hereunder will be the average of the high and low sale prices of the Stock on the American Stock Exchange on the date hereof or, if there are no trades on such Exchange on the date hereof, then the high and low sale prices of the Stock on the American Stock Exchange on the most recent date prior to the date hereof on which there is a trade. (b) The purchase price payable by each Buyer shall be represented by the Promissory Note of the Buyer, dated July 9, 2001, payable to the order of the Company, in a principal amount equal to the aggregate purchase price so payable by such Buyer. The Note shall be executed by the Buyer and delivered to the Company promptly upon the determination of the purchase price. 3. (a) The Company represents and warrants to each Buyer that it has full power, authority and corporate authorization to execute, deliver and perform this Agreement, including the sale and transfer of Stock hereunder, and it is delivering to such Buyer good and marketable title to the shares issued to him or her hereunder, such shares being validly issued, non-assessable shares of Cybex's Common Stock. (b) Each of the Buyers warrants to the Company that he or she has full power and authority to execute, deliver and perform this Agreement and the Note to be delivered by such Buyer, and that the Note when executed and delivered as contemplated hereby shall constitute the valid and binding obligation of such Buyer, enforceable in accordance with its terms. 4. (a) All references in this Agreement shall include the singular and plural and the masculine, feminine and the neuter, if applicable. (b) This Agreement (i) inures to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns, (ii) represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings and writings between the parties hereto, and (iii) shall be construed in accordance with the laws of the State of New Jersey. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. UM EQUITY CORP By: /s/ John Aglialoro, Chairman ---------------------------------------- John Aglialoro, Chairman /s/ John Aglialoro ---------------------------------------- JOHN AGLIALORO /s/ Joan Carter ---------------------------------------- JOAN CARTER EX-2 3 ex2.txt EX2.TXT PROMISSORY NOTE $1,087,500 July 9, 2001 FOR VALUE RECEIVED, the undersigned, JOHN AGLIALORO (the "Obligor"), does hereby promise to pay to the order of UM EQUITY CORP., a Delaware corporation (the "Lender"), as hereinafter provided, the principal sum of One Million Eighty Seven Thousand Five Hundred Dollars ($1,087,500), together with interest on the unpaid principal hereof from the date of this Note until paid, at the rate of 5.82% per annum. Both the principal of and interest on this Note are payable in lawful money of the United States of America. Interest on this Note shall be due and payable on each anniversary of the date hereof. The principal of this Note shall be retired by five installment payments of $217,500 each, due on the 9th day of July in the years 2007, 2008, 2009, 2010 and 2011, with all remaining principal and all accrued but unpaid interest due and payable on July 9, 2011. If any one or more of the following Events of Default shall occur: A. A failure to pay the principal of or interest on this Note when due, and the continuance of such default 15 days after written notice thereof shall have been provided by the Lender to the Obligor; or B. A material attachment, garnishment, levy or lien shall be made, issued or filed against any of the assets of the Obligor, and such action shall not be discharged within sixty days; or C. The Obligor shall (i) apply for, consent to or permit the appointment of a receiver, trustee or liquidator of the Obligor or of all or a substantial part of its assets, (ii) be unable, or admit in writing its inability, to pay debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors or to take advantage of any insolvency law, or any answer admitting the material allegations of a petition filed against the Obligor in any such proceeding; then in any such event the holder of this Note may at any time thereafter (unless all such Events of Default shall theretofore have been fully cured to the satisfaction of such holder, and all costs and expenses, including without limitation attorneys's fees and expenses, incurred by or on behalf of such holder shall have been paid by the Obligor), by notice to the Obligor, declare the entire outstanding principal of this Note to be due and payable immediately, and upon such declaration such principal, and all accrued but unpaid interest, shall become and be immediately due and payable, without further notice. This Note may at the option of the Obligor at any time or from time to time be prepaid, in whole or in part, without penalty or premium. Unless the Lender otherwise agrees, any partial prepayment shall be applied first to accrued but unpaid interest and then to principal installments in the inverse order due. Should the indebtedness represented by this Note or any part thereof be collected in any proceeding or placed in the hands of attorneys for collection, the Obligor agrees to pay, in addition to the principal and interest due and payable hereon, all costs of collecting this Note, including reasonable attorneys' fees and expenses. The Obligor expressly waives presentment, demand, protest or any other notice whatsoever. IN WITNESS WHEREOF, the undersigned has executed and delivered this Note on the day and year first above written. /s/ John Aglialoro -------------------------------- John Aglialoro EX-3 4 ex3.txt EX3.TXT PROMISSORY NOTE $1,087,500 July 9, 2001 FOR VALUE RECEIVED, the undersigned, JOAN CARTER (the "Obligor"), does hereby promise to pay to the order of UM EQUITY CORP., a Delaware corporation (the "Lender"), as hereinafter provided, the principal sum of One Million Eighty Seven Thousand Five Hundred Dollars ($1,087,500), together with interest on the unpaid principal hereof from the date of this Note until paid, at the rate of 5.82% per annum. Both the principal of and interest on this Note are payable in lawful money of the United States of America. Interest on this Note shall be due and payable on each anniversary of the date hereof. The principal of this Note shall be retired by five installment payments of $217,500 each, due on the 9th day of July in the years 2007, 2008, 2009, 2010 and 2011, with all remaining principal and all accrued but unpaid interest due and payable on July 9, 2011. If any one or more of the following Events of Default shall occur: A. A failure to pay the principal of or interest on this Note when due, and the continuance of such default 15 days after written notice thereof shall have been provided by the Lender to the Obligor; or B. A material attachment, garnishment, levy or lien shall be made, issued or filed against any of the assets of the Obligor, and such action shall not be discharged within sixty days; or C. The Obligor shall (i) apply for, consent to or permit the appointment of a receiver, trustee or liquidator of the Obligor or of all or a substantial part of its assets, (ii) be unable, or admit in writing its inability, to pay debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors or to take advantage of any insolvency law, or any answer admitting the material allegations of a petition filed against the Obligor in any such proceeding; then in any such event the holder of this Note may at any time thereafter (unless all such Events of Default shall theretofore have been fully cured to the satisfaction of such holder, and all costs and expenses, including without limitation attorneys's fees and expenses, incurred by or on behalf of such holder shall have been paid by the Obligor), by notice to the Obligor, declare the entire outstanding principal of this Note to be due and payable immediately, and upon such declaration such principal, and all accrued but unpaid interest, shall become and be immediately due and payable, without further notice. This Note may at the option of the Obligor at any time or from time to time be prepaid, in whole or in part, without penalty or premium. Unless the Lender otherwise agrees, any partial prepayment shall be applied first to accrued but unpaid interest and then to principal installments in the inverse order due. Should the indebtedness represented by this Note or any part thereof be collected in any proceeding or placed in the hands of attorneys for collection, the Obligor agrees to pay, in addition to the principal and interest due and payable hereon, all costs of collecting this Note, including reasonable attorneys' fees and expenses. The Obligor expressly waives presentment, demand, protest or any other notice whatsoever. IN WITNESS WHEREOF, the undersigned has executed and delivered this Note on the day and year first above written. /s/ Joan Carter ---------------------------------- Joan Carter -----END PRIVACY-ENHANCED MESSAGE-----