-----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, Mv7PnXv9+dbARIzsE+wgeOiSxY4IMpRk7pj+YmKQHHbW8deHyREvm8afPzBrN9qE tsi6b80iXFZOgtQF9Vpptw== 0000912057-00-016585.txt : 20000407 0000912057-00-016585.hdr.sgml : 20000407 ACCESSION NUMBER: 0000912057-00-016585 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY MARKETING INC CENTRAL INDEX KEY: 0000911151 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 133534145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49211 FILM NUMBER: 595290 BUSINESS ADDRESS: STREET 1: 6330 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 BUSINESS PHONE: 3108874300 MAIL ADDRESS: STREET 1: 6330 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROBECK STEPHEN P CENTRAL INDEX KEY: 0000938367 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O EQUITY MARKETING INC CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3108874135 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)* EQUITY MARKETING, INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $.001 par value per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 294724 10 9 ----------------------------------------------------- (CUSIP Number) Stephen P. Robeck with a copy to: c/o Equity Marketing, Inc. Leland P. Smith, Esq. 6330 San Vicente Boulevard Equity Marketing, Inc. Los Angeles, CA 90048 6330 San Vicente Boulevard (323) 932-4300 Los Angeles, CA 90048 (323) 932-4300 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 29, 2000 ------------------------------------------------------------------------- (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 ss.ss.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 ss.240.13d-7(b) 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). Page 1 of 8
CUSIP No. 294724 10 9 - ------------------- -------------------------------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Stephen P. Robeck - ------------------- -------------------------------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) - ------------------- -------------------------------------------------------------------------------------------------------- 3. SEC Use Only - ------------------- -------------------------------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) Not Applicable - ------------------- -------------------------------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - ------------------- -------------------------------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - ------------------- -------------------------------------------------------------------------------------------------------- - ------------------- -------------------------------------------------------------------------------------------------------- NUMBER OF SHARES 7. Sole Voting Power 0 BENEFICIALLY -------------------------------------------------------------------------------------------------------- OWNED BY EACH 8. Shared Voting Power (1)(2) 1,047,380 REPORTING PERSON -------------------------------------------------------------------------------------------------------- WITH 9. Sole Dispositive Power 0 ------------------------------------------- ------------------------------------------------------------ 10. Shared Dispositive Power (1)(2) 1,047,380 - ------------------- ------------------------------------------- ------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person (1)(2) 1,047,380 - --------------- --- -------------------------------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) X - --------------- --- -------------------------------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 16.7%* * Based on the number of shares of Common Stock of Equity Marketing, Inc. reported as being outstanding on Form 10-K of Equity Marketing, Inc. for the year ended December 31, 1999 - --------------- --- -------------------------------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------
(1) Mr. Robeck and Crown Acquisition Partners, LLC ("Crown") entered into a Voting Agreement dated as of March 29, 2000 (the "Voting Agreement"), described more fully in Item 6 below, a copy of which is attached hereto as Exhibit 99.1, pursuant to which, unless terminated earlier as set forth therein, Mr. Robeck agreed to vote all shares of Common Stock of Equity Marketing, Inc. (the "Company") held by him (a) to approve the Securities Purchase Agreement (as defined in Item 6 below), and (b) in favor of the designees of Page 2 of 8 Crown for election to the board of directors of the Company. Accordingly, Mr. Robeck may be deemed to be a "group" with Crown, whereby Crown may be deemed to have shared voting power over the shares of Common Stock beneficially owned by Mr. Robeck. Mr. Robeck does not possess voting or dispositive power with respect to the shares of Common Stock owned by Crown. In addition, Mr. Robeck granted an irrevocable proxy to Crown to vote the shares of Common Stock he is entitled to vote in accordance with (a) and (b) above. The Voting Agreement, unless terminated earlier as set forth therein, also prevents Mr. Robeck from disposing of any shares before the earlier to occur of the second closing under the Securities Purchase Agreement or the record date of the meeting of stockholders of the Company held to vote on the Crown transaction, provided that Mr. Robeck may sell up to 100,000 shares of Common Stock at any time without restriction. Accordingly, Crown may also be deemed to have shared dispositive power over the shares of Common Stock beneficially owned by Mr. Robeck. (2) Includes 1,013,750 shares held by the Robeck 1997 Trust. Mr. Robeck and his wife are Co-Trustees of the Robeck 1997 Trust and have sole voting power and dispositive power over such shares, other than as indicated below. Mr. Robeck expressly disclaims beneficial ownership of any shares of Common Stock except 1,047,380 shares with respect to which he possesses voting and dispositive power. Page 3 of 8 ITEM 1. (a) NAME OF ISSUER: Equity Marketing, Inc., a Delaware corporation (b) ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER: 6330 San Vicente Boulevard, Los Angeles, CA 90048 (c) TITLE OF CLASS OF EQUITY SECURITIES: Common Stock, $.001 par value per share ITEM 2. (a) NAME OF PERSON FILING: Stephen P. Robeck (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Equity Marketing, Inc. 6330 San Vicente Boulevard Los Angeles, CA 90048 (c) OCCUPATION: Consultant and Director of Equity Marketing, Inc. (d) CONVICTIONS: Not Applicable (e) CIVIL PROCEEDINGS REGARDING SECURITIES LAWS VIOLATIONS: Not Applicable (f) CITIZENSHIP: United States of America ITEM 3. Not Applicable Page 4 of 8 ITEM 4. Not Applicable ITEM 5. (a) AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: (1)(2) 1,047,380 -------------------------------------------------- (b) PERCENT OF CLASS: 16.7% ---------------- (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote (1)(2) 1,047,380 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of (1)(2) 1,047,380 -------------------- (1) See Item 6. (2) Includes 31,667 shares issuable within 60 days of March 21, 2000 upon exercise of options to purchase Common Stock of the Company.
ITEM 6. THE ROBECK 1997 TRUST. Includes 1,013,750 shares owned by the Robeck 1997 Trust. Mr. Robeck and his wife are Co-Trustees of the Robeck 1997 Trust and have sole voting power and dispositive power over such shares, other than as indicated below. VOTING AGREEMENT. Pursuant to a Securities Purchase Agreement, dated as of March 29, 2000 (the "Securities Purchase Agreement"), between the Company and Crown Acquisition Partners, LLC ("Crown"), Crown has agreed to purchase from the Company, and the Company has agreed to sell to Crown, (i) 25,000 shares of Series A preferred stock, (ii) warrants to purchase 12,000 shares of Series B preferred stock, and (iii) warrants to purchase 3,000 shares of Series C preferred stock. The transaction has been structured to close in two stages. At the first closing, Crown purchased 11,900 shares of Series A preferred stock and received warrants to purchase 5,712 shares of Series B preferred Stock and 1,428 shares of Series C preferred stock. The remaining shares and warrants will be issued and sold at the second closing. As an inducement to Crown to enter into the Securities Purchase Agreement, a Voting Agreement, dated as of March 29, 2000 (the "Voting Agreement"), was entered into between Crown and Mr. Robeck. Pursuant to the terms of the Voting Agreement, unless terminated earlier as set forth therein, Mr. Robeck irrevocably and unconditionally agreed to vote all shares of Common Stock that he is entitled to vote in favor of the Securities Purchase Agreement, and the transactions contemplated thereby, and against any action which would reasonably be expected to result in a failure of the conditions to the Page 5 of 8 consummation of such transactions. Mr. Robeck also irrevocably and unconditionally agreed to vote all shares of Common Stock that he is entitled to vote in favor of Crown's designees for the board of directors of the Company for election as directors at any meeting of the Company's stockholders called for such purpose. Mr. Robeck also granted a proxy to Crown and appointed Crown as his attorney-in-fact and proxy, with full power of substitution, for and in the his name, to vote, express, consent or dissent, or otherwise to utilize such voting power solely in the manner contemplated by the Voting Agreement. Under the Voting Agreement, unless terminated earlier as set forth therein, Mr. Robeck also agreed not to sell or otherwise dispose of any shares of Common Stock held by him prior to the earlier to occur of the second closing under the Securities Purchase Agreement or the record date of the next meeting of stockholders called to approve the Securities Purchase Agreement, provided that Mr. Robeck may sell up to 100,000 shares of Common Stock at any time without restriction. The Voting Agreement will terminate upon completion of the second closing or the termination of the obligations of Crown and the Company to consummate the second closing. A copy of the Voting Agreement is filed herewith as Exhibit 99.1 and is incorporated herein in its entirety. The foregoing descriptions of the terms and provisions of the Voting Agreement are qualified in their entirety by reference to the Voting Agreement. ITEM 7. EXHIBIT 99.1. Voting Agreement, dated as of March 29, 2000, by and among Crown Acquisition Partners, LLC, a Delaware limited liability company, Stephen P. Robeck and Stephen P. Robeck, as Trustee for the Robeck 1997 Trust. Page 6 of 8 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: April 6, 2000 /s/ Stephen P. Robeck ------------------------ Stephen P. Robeck Page 7 of 8 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- Exhibit 99.1 Voting Agreement, dated as of March 29, 2000, by and among Crown Acquisition Partners, LLC, a Delaware limited liability company, Stephen P. Robeck and Stephen P. Robeck, as Trustee for the Robeck 1997 Trust.
Page 8 of 8 EX-99.1 2 EXHIBIT 99.1 VOTING AND IRREVOCABLE PROXY AGREEMENT This VOTING AND IRREVOCABLE PROXY AGREEMENT (the "Voting Agreement"), is dated as of March 29, 2000 among Crown Acquisition Partners, LLC, a Delaware limited liability company ("Investor"), and each other person or entity set forth on the signature page hereof (the "Stockholders"). WHEREAS, in order to induce Investor to enter into the Securities Purchase Agreement, dated as of the date hereof (the "Securities Purchase Agreement"), with Equity Marketing, Inc., a Delaware corporation (the "Company"), Investor has requested the Stockholders, and each Stockholder has agreed, to enter into this Agreement with respect to shares of common stock of the Company, par value $.001 per share (the "Common Stock") that each Stockholder beneficially owns, whether now or hereafter acquired (the "Shares"). NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 GRANT OF PROXY; VOTING AGREEMENT; TRANSFER Section 1.1 AGREEMENT TO VOTE FOR SECURITIES PURCHASE AGREEMENT. Each Stockholder hereby irrevocably and unconditionally agrees to vote all Shares that such Stockholder is entitled to vote, at the time of any vote to approve the Securities Purchase Agreement and the transactions contemplated thereby (including the issuance of the Additional Securities (as defined in the Securities Purchase Agreement)) at any meeting of the stockholders of the Company (if one is held), and at any adjournment or postponement thereof, at which the Securities Purchase Agreement (or any amended version thereof to which the Stockholder consents) is submitted for the consideration and vote of the stockholders of the Company (or in connection with any consent solicitation conducted for such purpose), in favor of the approval of the Securities Purchase Agreement and the transactions contemplated by the Securities Purchase Agreement (including the issuance of the Additional Securities) and against any action which would reasonably be expected to result in a failure of the conditions described in Sections 6.3 and 6.4 of the Securities Purchase Agreement to be satisfied. Section 1.2 AGREEMENT TO VOTE FOR NOMINEES. Each Stockholder hereby irrevocably and unconditionally agrees to vote all Shares that such Stockholder is entitled to vote and/or to cause such Shares to be voted in favor of the Designees (as defined in the Securities Purchase Agreement) of Investor nominated by the Company (or, if the Company fails to nominate such Designees, which Investor is entitled to have nominated by the Company pursuant to the Securities Purchase Agreement) for election as directors at any meeting of the Company's stockholders called, or any consent solicitation conducted, for the purpose of seeking the approvals set forth in Section 1.1, if any. Section 1.3 IRREVOCABLE PROXY. Each Stockholder hereby revokes any and all previous proxies granted with respect to the Shares that are inconsistent with the voting agreements set forth in Sections 1.1 and 1.2. By entering into this Agreement, each Stockholder hereby grants a proxy, effective upon the First Closing under the Securities Purchase Agreement, appointing Investor as each Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in each Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power solely in the manner contemplated by and regarding the proposals specifically described in Sections 1.1 and 1.2 above. The proxy granted by each Stockholder pursuant to this Article 1 is irrevocable and is coupled with an interest and is granted in consideration of Investor entering into this Agreement and the Securities Purchase Agreement and as security for the obligations of such Stockholder under Section 1.2. The proxy granted by each Stockholder shall terminate upon termination of this Agreement in accordance with its terms or, with respect to particular Shares, the sale of such Shares in accordance with the terms hereof. Section 1.4 NO PROXIES FOR OR DISPOSITIONS OF SHARES. Except pursuant to the terms of this Agreement, a Stockholder shall not, without the prior written consent of Investor, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares that are inconsistent with the voting agreements set forth in Sections 1.1 and 1.2 or (ii) prior to the earlier to occur of the Second Closing or the record date for the Company Stockholder Meeting (as defined in the Securities Purchase Agreement) (the "No Sale Date"), sell, assign, transfer, encumber or otherwise dispose of (collectively "Sell," correlative terms to have correlative meanings), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale of any Shares. Notwithstanding anything in Section 1.4(i) or (ii) to the contrary, a Stockholder may sell up to 100,000 Shares at any time, whether before or after the No Sale Date. Section 1.5 RECORD OWNER. If a Stockholder is not the record owner of any Shares as to which such Stockholder is the beneficial owner, such Stockholder agrees to cause or direct the record holder to vote such Shares in accordance with the terms of this Agreement or, to the extent permitted by law, to provide a proxy to Investor with respect thereto. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS Each Stockholder represents and warrants to Investor that: Section 2.1 AUTHORIZATION. The execution, delivery and performance by each Stockholder of this Agreement and the consummation by each Stockholder of the transactions contemplated hereby are within the powers of each Stockholder and, if Stockholder is an entity, such execution, delivery and performance have been duly authorized by all necessary action of such entity and the individual signing this Agreement on behalf of such Stockholder represents he is authorized to bind the entity thereby. This Agreement constitutes a valid and binding Agreement of each Stockholder, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and the effect of general principles of equity. Section 2.2 NON-CONTRAVENTION. The execution, delivery and performance by each Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not, (i) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (ii) except as set forth in Section 3.2(d) of the Securities Purchase Agreement, require any consent or other action by any person or private or governmental entity under, constitute a breach of or default under, or give rise to any right of termination, cancellation or acceleration or 2 to a loss of any benefit to which each Stockholder is entitled under any provision of any agreement or other instrument binding on any Stockholder or (iii)result in the imposition of any lien or encumbrance on any asset of the Stockholders. Section 2.3 OWNERSHIP OF SHARES. Subject to community property laws where applicable, each Stockholder is the sole beneficial owner of the Shares set forth under such Stockholder's name on the signature page hereto, free and clear of any lien or encumbrance (including any restriction on the right to vote or otherwise dispose of the Shares). None of such Shares is subject to any voting trust, proxy or other agreement or arrangement with respect to the voting of such Shares. Section 2.4 TOTAL SHARES. Except for the Shares set forth under each Stockholder's name on the signature page hereto, each Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, other than options granted under the Company's stock option plans. Section 2.5 FINDER'S FEES. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from any Stockholder, Investor or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of any Stockholder or the Company. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF INVESTOR Investor represents and warrants to each Stockholder: Section 3.1 CORPORATE AUTHORIZATION. The execution, delivery and performance by Investor of this Agreement and the consummation by Investor of the transactions contemplated hereby are within the limited partnership powers of Investor and have been duly authorized by all necessary limited partnership action. This Agreement constitutes a valid and binding Agreement of Investor, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and the effect of general principles of equity. Section 3.2 NON-CONTRAVENTION. The execution, delivery and performance by Investor of this Agreement and the consummation of the transactions contemplated hereby do not and will not, (i)violate any applicable law, rule, regulation, judgment, injunction, order or decree, (ii)except as set forth in Section 3.3(b) of the Securities Purchase Agreement, require any consent or other action by any person or private or governmental entity under, constitute a breach of or default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Investor is entitled under any provision of any agreement or other instrument binding on Investor or (iii)result in the imposition of any lien or encumbrance on any asset of Investor. 3 Section 3.3 FINDER'S FEES. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from a Stockholder or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Investor. ARTICLE 4 MISCELLANEOUS Section 4.1 FURTHER ASSURANCES. Investor and each Stockholder will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to vote the Stockholders' Shares to approve the Securities Purchase Agreement and the transactions contemplated thereby (including the issuance of the Additional Securities) and to take all other acts required to be taken by Investor or each Stockholder pursuant to this Agreement; provided, however, that this Section 4.1 shall not obligate any Stockholder to act in any capacity other than as a stockholder of the Company, including, but not limited to, as an officer, consultant or director of the Company. Section 4.2 AMENDMENTS; TERMINATION. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate upon the earlier to occur of (i)completion of the Second Closing (as defined in the Securities Purchase Agreement) or (ii)the Termination Date (as defined in the Securities Purchase Agreement). Section 4.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to Investor, to: Crown Acquisition Partners, LLC 660 Madison Avenue, 15th Floor New York, NY 10021 Attn: Kenneth Squire Facsimile: (212) 207-8001 with a copy to: Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071-2007 Attn: W. Alex Voxman Facsimile: (213) 891-8763 if to a Stockholder: to the address set forth under such Stockholder's name on ExhibitA hereto, with a copy to the person indicated on Exhibit A hereto. 4 with a copy to: Equity Marketing, Inc. 6330 San Vicente Boulevard Los Angeles, California 90048 Attn: Leland P. Smith Facsimile: (323) 932-4488 and Riordan & McKinzie 300 S. Grand Avenue, 29th Floor Los Angeles, California 90071 Attn: Thomas M. Cleary, Esq. Facsimile: (213) 229-8550 Section 4.4 EXPENSES. Except as provided in Section 9.5 of the Securities Purchase Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. Section 4.5 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except that that the covenants made by the Stockholders in Article 1 hereof shall also inure to the benefit of and be enforceable by the Company (it being expressly understood, however, that such Article may be amended by the parties, and compliance with any of the provisions of that Article may be waived, in each case without the consent of or notice to the Company). Section 4.6 GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard for the conflicts of law principles thereof. Section 4.7 COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed in any number of counterparts (which may be by facsimile), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Section 4.8 SEVERABILITY. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (i)such provision will be fully severable, (ii)this Agreement will be construed and enforced as if such invalid, void or unenforceable provision had never comprised a part hereof, (iii)the remaining provisions of this Agreement will remain in full force and effect 5 and will not be affected by the invalid, void or unenforceable provision or by its severance herefrom and (iv)in lieu of such invalid, void or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such invalid, void or unenforceable provision as may be possible so as to carry out the intent of the parties hereto to the maximum extent permitted by law. Section 4.9 NOTICE OF SALE. Through the date that is the earlier to occur of the Second Closing and the record date of the Company Stockholders' Meeting, each Stockholder agrees to provide written notice to Investor of any proposed sale of Shares by such Stockholder (other than shares permitted to be transferred pursuant to the last sentence of Section 1.4). Section 4.10 ENTIRE AGREEMENT. This Agreement, its exhibits and the documents executed in connection herewith, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. Section 4.11 SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. (SIGNATURE PAGE FOLLOWS) 6 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. CROWN ACQUISITION PARTNERS, LLC By: /s/ Jeffrey S. Deutschman ----------------------------------- Name: JEFFREY S. DEUTSCHMAN Title: Manager /s/ Stephen P. Robeck ----------------------------------- Name: STEPHEN P. ROBECK, AS TRUSTEE FOR THE ROBECK 1997 TRUST 1,013,750 Shares /s/ Stephen P. Robeck ----------------------------------- Name: STEPHEN P. ROBECK With respect to 1,963 Shares held in the Equity Marketing, Inc. 401(k) Plan EXHIBIT A Address of Stockholders STEPHEN P. ROBECK c/o Equity Marketing, Inc. 6330 San Vicente Boulevard Los Angeles, CA 90048 -----END PRIVACY-ENHANCED MESSAGE-----