-----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, R/cdfZ4tNsk99UamDtoAzF/qE1V5HBcvAkPAPVHyfxlrKAkYMGL3Morv72lbwOrX NqNm0+WIfIJ7G1CBpmnaUA== 0001047469-99-036492.txt : 19990923 0001047469-99-036492.hdr.sgml : 19990923 ACCESSION NUMBER: 0001047469-99-036492 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990916 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUROFLOW INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-05622 FILM NUMBER: 99715281 BUSINESS ADDRESS: STREET 1: 16559 SATICOY STREET CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 8187561388 MAIL ADDRESS: STREET 1: 16559 SATICOY STREET CITY: VAN NUYS STATE: CA ZIP: 91406 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 1999 PUROFLOW INCORPORATED ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 0-5622 13-1947195 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 16559 Saticoy Street, Van Nuys, California 91406-1739 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 756-1388 Item 5. Other Events. On September 16, 1999, Puroflow Incorporated, a Delaware corporation (the "Company") and its Board of Directors entered into a Settlement Agreement and Release (the "Settlement Agreement") with Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners"), Warren G. Lichtenstein, Steven Wolosky, James Benenson, Jr., Robert Frankfurt, Steel Partners, L.L.C., a Delaware limited liability company, and the Full Value Committee, pursuant to which Steel Partners agreed to cease its solicitation of proxies for its own proposed state of directors at the 1999 annual meeting of stockholders (the "Annual Meeting") in exchange for, among other things, Board representation. The Board of Directors also announced the postponement of the 1999 annual meeting of stockholders from Wednesday, October 13, 1999 to Thursday, October 21. The record date will remain Monday, August 30. Pursuant to the terms of the Settlement Agreement, which will expire by its terms after the 2000 annual meeting of stockholders (which will be called on or before July 31, 2000), and the Company's By-laws, on September 16, 1999 the then existing Board of Directors of the Company, consisting of Reuben M. Siwek, Michael H. Figoff, Robert A. Smith and Dr. Tracy Kent Pugmire, increased the size of the Board from four to seven members, and appointed three representatives from Steel Partners to fill the vacancies on the Board which were created by such expansion. Those representatives were Warren G. Lichtenstein, Robert Frankfurt and Steven Wolosky. In addition, pursuant to the terms of the Settlement Agreement and the Company's By-laws, on September 16, 1999, the newly constituted seven member Board of Directors agreed to decrease the number of persons to serve on the Board after the Annual Meeting from seven to five, and the new seven member Board nominated Michael H. Figoff, Robert A. Smith, Dr. Tracy Kent Pugmire, Warren G. Lichtenstein and Robert Frankfurt for election to the Board at the Annual Meeting. Reuben M. Siwek and Steven Wolosky have agreed not to stand for re-election to the Board of Directors, although Mr. Siwek shall serve as Chairman-Emeritus of the Board following the Annual Meeting. The Board of Directors and Steel Partners each agreed to vote their shares of the Company's common stock in favor of the new five-person slate of nominees to be presented at the Annual Meeting. The Company expects to mail its amended definitive proxy statement to stockholders on or about September 24, 1999. In addition, pursuant to the Settlement Agreement the Company and Steel Partners agreed to dismiss their respective lawsuits against one another in California and Delaware, without prejudice. The Company also agreed to amend its Shareholder Rights Plan (the "Rights Plan"), adopted on May 28, 1999, to increase the beneficial ownership threshold that would trigger the Rights (as defined in the Rights Plan) from 17.5% to 20% (the "Amendment"). Such Amendment was consummated on September 16, 1999. The Company further agreed under the Settlement Agreement to reimburse Steel Partners for actual out-of-pocket expenses incurred by Steel Partners for outside services in connection with its previous solicitation of proxies, the maintenance and defense of the lawsuits in Delaware and California, respectively, and the preparation of the Settlement Agreement, up to $50,000. The foregoing descriptions of the Settlement Agreement and the Amendment are qualified in their entirety by reference to the Settlement Agreement and Amendment No. 1 to Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as rights agent, and the exhibits thereto. Item 7. Exhibits. 4.1 Amendment No. 1 to Rights Agreement, dated as of September 16, 1999, between Puroflow Incorporated and Continental Stock Transfer & Trust Company. 10.1 Settlement Agreement and Release dated September 16, 1999, by and between, among others, Puroflow Incorporated and Steel Partners II, L.P. 99.1 Press release of Puroflow Incorporated dated September 17, 1999. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PUROFLOW INCORPORATED By: /s/ Michael H. Figoff ------------------------------------- Michael H. Figoff President and Chief Executive Officer Dated:September 22, 1999 3 EXHIBIT INDEX
Exhibit Description Page - ------- ----------- ---- 4.1 Amendment No. 1 to Rights Agreement, dated as of -- September 16, 1999, between Puroflow Incorporated and Continental Stock Transfer & Trust Company. 10.1 Settlement Agreement and Release dated September 16, -- 1999, by and between, among others, Puroflow Incorporated and Steel Partners II, L.P. 99.1 Press release of Puroflow Incorporated dated -- September 17, 1999.
EX-4.1 2 EXHIBIT 4.1 EXHIBIT 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 (the "Amendment") is effective as of September 16, 1999, to that certain Rights Agreement dated as of May 28, 1999, by and between Puroflow Incorporated, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, as rights agent (the "Rights Agent"). W I T N E S S E T H WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated as of May 28, 1999 (as amended, restated, supplemented or otherwise modified from time to time, the "Rights Agreement"); and WHEREAS, the parties desire to amend the Rights Agreement to amend Section 1(a) of and Exhibit C to the Rights Agreement, all in accordance with Section 27 of the Rights Agreement. NOW, THEREFORE, the parties, intending to be legally bound, agree as follows. 1. Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Rights Agreement. 2. Section 1(a) of the Rights Agreement is hereby amended to increase the beneficial ownership threshold referenced therein from 17.5% to 20%. All references to "17.5%" contained in Section 1(a) are hereby replaced with "20%." 3. Exhibit C to the Rights Agreement is hereby amended to replace all references to "17.5%" contained therein with "20%." 4. This Amendment and the rights and obligations of the parties shall be interpreted in accordance with the laws of the State of Delaware applicable to contracts entered into and to be performed therein without giving effect to principles of conflict of laws. 5. This Amendment may be executed in counterparts, and when taken together shall be construed as one document. 6. Except as amended hereby, all of the terms and provisions of the Rights Agreement shall remain in full force and effect. (The remainder of this page has been intentionally left blank) IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to Rights Agreement to be duly executed and delivered as of the date and year first above written. PUROFLOW INCORPORATED By: /s/ Michael H. Figoff ------------------------------------- Michael H. Figoff President and Chief Executive Officer CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: /s/ R. Bernhammer ------------------------------------- Name: R. Bernhammer Title: Vice President 2 EX-10.1 3 EXHIBIT 10.1 EXHIBIT 10.1 SETTLEMENT AGREEMENT AND RELEASE SETTLEMENT AGREEMENT AND RELEASE, dated as of September 16, 1999, by and among Puroflow Incorporated, a Delaware corporation ("Puroflow"), Reuben M. Siwek ("Siwek"), Michael H. Figoff ("Figoff"), Robert A. Smith ("Smith") and Tracy Kent Pugmire ("Pugmire") (collectively, Puroflow, Siwek, Figoff, Smith and Pugmire, are referred to herein as the "Puroflow Parties"), Steel Partners II, L.P., a Delaware limited partnership ("Steel"), Warren G. Lichtenstein ("Lichtenstein"), Steven Wolosky ("Wolosky"), James Benenson, Jr. ("Benenson"), Robert Frankfurt ("Frankfurt"), Steel Partners, L.L.C., a Delaware limited liability company ("Steel LLC"), and the Full Value Committee (collectively, Steel, Lichtenstein, Wolosky, Benenson, Frankfurt, Steel LLC and the Full Value Committee are referred to herein as the "Steel Parties"). WHEREAS, Steel owns an aggregate of 1,416,000 shares ("Steel Shares") of common stock of Puroflow, $.01 par value ("Common Stock"); WHEREAS, the Full Value Committee has filed preliminary materials with the Securities and Exchange Commission in order to solicit proxies (the "Steel Solicitation") to vote at Puroflow's annual stockholders meeting, scheduled to be held on October 13, 1999 (as such date is amended in Section 4.1(ii), the "Annual Meeting"), in order to elect a slate of nominees designated by the Full Value Committee to the Board of Directors of Puroflow (the "Board"); WHEREAS, the Steel Parties have filed a lawsuit against the Puroflow Parties in the United States District Court for the District of Delaware, captioned STEEL PARTNERS II, L.P. V. PUROFLOW INCORPORATED, MICHAEL H. FIGOFF, REUBEN M. SIWEK, TRACY KENT PUGMIRE AND ROBERT A. SMITH, Civil Action No. 99 271 (D. Del.), alleging violations of certain securities laws and other allegations (the "Steel Litigation") and Puroflow has filed a lawsuit against the Steel Parties in Superior Court of the State of California for the County of Los Angeles entitled PUROFLOW INCORPORATED V. WARREN G. LICHTENSTEIN, ROBERT FRANKFURT, JAMES BENENSON, JR., STEVEN WOLOSKY, THE FULL VALUE COMMITTEE, STEEL PARTNERS II, L.P. AND STEEL PARTNERS L.L.C., Case No. LC049028, in response thereto and relating to other issues (the "Puroflow Litigation"); WHEREAS the parties hereto are desirous of entering into an agreement with respect to the discontinuance of the Puroflow Litigation and the Steel Litigation, resolving the election of directors and certain other matters. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PUROFLOW PARTIES. Each of the Puroflow Parties hereby represents, warrants and agrees that each of the Puroflow Parties has full legal right, power and authority to execute, deliver and perform this Agreement, and consummate the transactions contemplated hereby; the execution and delivery of this Agreement, and the consummation by Puroflow and the Board of the transactions contemplated hereby have been duly authorized by all necessary corporate actions; and this Agreement constitutes valid, legal and binding obligations of each of the Puroflow Parties, enforceable against each such party in accordance with its terms. Section 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE STEEL PARTIES. Each of the Steel Parties hereby represents, warrants and agrees that each of the Steel Parties has full legal right, power and authority to execute, deliver and perform this Agreement, and consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actions; this Agreement constitutes valid, legal and binding obligations of each of the Steel Parties, enforceable against each such party in accordance with its terms. Section 3. TERM OF AGREEMENT. 3.1 INITIAL TERM. The term of this agreement shall commence on the date hereof and shall conclude on the date following Puroflow's 2000 Annual Meeting of Stockholders, which the parties hereto agree shall be called on or before July 31, 2000 (the "Term"). Section 4. BOARD OF DIRECTORS. 4.1 COMPOSITION OF BOARD. (i) Promptly following the date hereof, the Board of Directors of Puroflow shall be expanded to seven directors. The four members of the Board of Directors serving prior to the execution hereof shall remain on the Board (the "Interim Puroflow Nominees"), and three persons selected by the Steel Parties, who shall be Warren G. Lichtenstein, Robert Frankfurt and Steven Wolosky, shall be appointed to the Board of Directors (the "Interim Steel Nominees"). (ii) Following the constitution of the new seven member Board of Directors, the Board shall set a new meeting date for the Annual Meeting which date shall be October 21, 1999 and retain the record date of August 30, 1999 set in connection with the Annual Meeting; and (b) nominate a new slate of five directors for election by the stockholders to the Board of Directors. Such slate shall consist of three persons nominated by the Puroflow Parties who shall be Michael Figoff, Tracy Kent Pugmire and Robert A. Smith (the "Permanent Puroflow Nominees") and two persons nominated by the Steel Parties who shall be Warren G. Lichtenstein and Robert Frankfurt (the "Permanent Steel Nominees"). The parties hereto agree that neither Siwek nor Wolosky shall stand for election as a director at the Annual Meeting. Following the Annual Meeting, Siwek shall hold the title of Chairman-Emeritus. (iii) If any Permanent Puroflow Nominee or Permanent Steel Nominee elects not to stand for election to the Board of Directors of Puroflow at the Annual Meeting, then the party hereto that nominated such permanent nominee shall have the right to nominate a new person to be that party's permanent nominee. In addition, if during the Term of this Agreement an Interim Puroflow Nominee, Interim Steel Nominee, Permanent Puroflow Nominee or Permanent Steel Nominee ceases to serve as a member of the Board of Directors by reason of death, resignation, removal, disqualification or for any other reason, then such vacancy on the Board shall be filled by the party hereto that originally nominated such interim or permanent 2 nominee, as the case may be. A director elected by either the Puroflow Parties or the Steel Parties to fill such a vacancy shall hold office until such director's successor shall have been duly elected and qualified. (iv) During the Term of this Agreement, Puroflow shall use its best efforts to: (a) maintain the number of directors on the Board at seven until the Annual Meeting; (b) set and maintain the number of directors on the Board for and following the Annual Meeting, at five; and (c) cause the election to the Board, and the continued presence on the Board, of the Interim Steel Nominees and the Interim Puroflow Nominees (prior to the Annual Meeting), and the Permanent Steel Nominees and the Permanent Puroflow Nominees (following the Annual Meeting). Thereafter, in connection with the 2000 Annual Meeting of Stockholders, Puroflow shall take all necessary actions to nominate the Permanent Steel Nominees and the Permanent Puroflow Nominees to the slate of directors proposed for election by the Board of Directors at such meeting. Puroflow and the Puroflow Parties shall take all other necessary actions to comply with this Section 4. (v) During the Term of this Agreement, each of the Steel Parties and the Puroflow Parties shall vote its shares of Common Stock in favor of the slate of nominees to the Board nominated by Puroflow in accordance with this Agreement. If for any reason any of the Steel Parties shall fail to vote its shares of Common Stock in favor of the slate of nominees to the Board nominated by Puroflow pursuant to this Agreement, then such Steel Parties member hereby appoints Michael H. Figoff and Robert A. Smith, and each of them individually (with full power to act without the other and with power to appoint his substitute), its true and lawful attorney and proxy to re-vote all shares of Common Stock which such Steel Parties member is entitled to vote in favor of the nominees to the Board nominated by Puroflow pursuant to this Agreement. If for any reason any of the Puroflow Parties shall fail to vote its shares of Common stock in favor of the slate of nominees to the Board nominated by Puroflow pursuant to this Agreement, then such Puroflow Parties member hereby appoints Warren Lichtenstein and Robert Frankfurt, and each of them individually (with full power to act without the other and with power to appoint his substitute), its true and lawful attorney and proxy to re-vote all shares of Common Stock which such Puroflow Parties member is entitled to vote in favor of the nominees to the Board nominated by Puroflow pursuant to this Agreement. (vi) During the Term hereof, Siwek may be retained by Puroflow to provide such services as shall be deemed necessary, in the discretion of the President and Chief Executive Officer of Puroflow, from time to time, including counsel on Securities and Exchange Commission and general corporate matters. Such services shall be provided by Siwek at reasonable and customary hourly rates for such services. Section 5. RELEASES. 5.1 RELEASE BY PUROFLOW OF MEMBERS OF THE STEEL PARTIES. Each of the Puroflow Parties, on behalf of each party and each of their successors and assigns, releases and discharges each of the Steel Parties, each of their heirs, executors, administrators, affiliates, successors and assigns (together, the "Steel Releasees") from all actions, causes of action, suits, the Puroflow Litigation, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, 3 damages, judgments, executions, claims, and demands whatsoever, in law or equity, which against Steel Releasees, each of the Puroflow Parties and their affiliates, successors and assigns ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement. The foregoing release shall not extend to any actions, causes of action, demands, etc. arising from the breach or the claimed breach of this Agreement by any member of the Steel Parties. 5.2 RELEASE BY MEMBERS OF THE STEEL PARTIES OF PUROFLOW. Each of the Steel Parties, on behalf of each party and each of their successors and assigns, releases and discharges each of the Puroflow Parties, each of their heirs, executors, administrators, affiliates, successors and assigns (together, the "Puroflow Releasees") from all actions, causes of action, suits, the Steel Litigation, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law or equity, which against the Puroflow Releasees, each of the Steel Parties and their affiliates, successors and assigns ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement. The foregoing release shall not extend to any actions, causes of action, demands, etc. arising from the breach or the claimed breach of this Agreement by Puroflow. 5.3 DISMISSAL OF LITIGATION. The parties hereto hereby agree to take all steps necessary in order to obtain a dismissal of the Puroflow Litigation and the Steel Litigation, without prejudice. Section 6. REIMBURSEMENT OF EXPENSES. Simultaneously with the execution of this Agreement, or as promptly thereafter as is practicable, Puroflow shall transfer by wire transfer, in accordance with instructions provided by Steel Partners to Puroflow, $50,000.00 in cash, as reimbursement for actual out-of-pocket expenses incurred by the Steel Parties for outside services, as set forth in the invoices previously provided, in connection with or relating to the Steel Solicitation, including but not limited to fees and expenses relating to the preparation of proxy material, the Puroflow Litigation, the Steel Litigation, and the preparation of this Agreement. Section 7. STANDSTILL AGREEMENT. 7.1 TERMS OF STANDSTILL. Each of the Steel Parties covenants and agrees that during the Term of this Agreement each party will not, directly or indirectly: (i) solicit proxies for the election of directors to the Board or for any other matter; (ii) acquire shares of Common Stock or join with any other person to form a "group," as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (and the rules promulgated thereunder) such that following such acquisition of shares of Common Stock or formation of a group, the Steel Parties would beneficially hold in excess of 19.99% of the outstanding shares of Common Stock, or (iii) engage or participate in any tender offer for the shares of Common Stock; PROVIDED, HOWEVER, that these obligations shall terminate in the event of a "Change in Control" (as defined herein) of the ownership of Puroflow, in which Change of Control of the Steel Parties or an affiliate had any involvement. 4 For purposes of this provision, a "Change in Control" shall be deemed to have occurred if (i) any person (as that term is used in Sections 13(d) and 14(d) of the Exchange Act), who is not now a current affiliate or a 5% or more holder, is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder) of more than 20% of the shares of capital stock of Puroflow outstanding and entitled to vote; (ii) more than 66 2/3% of the members of the Board of Directors of Puroflow shall not be Continuing Directors (which term, as used herein, means the directors of Puroflow who were members of the Board of Directors of Puroflow on August 1, 1999), except where such change in the members of the Board of Directors is a result of the terms of this Agreement or the resignation of any Interim Steel Nominee or Permanent Steel Nominee, as the case may be, or (iii) Puroflow shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of Puroflow shall be sold or otherwise acquired by, another corporation or entity and, as a result thereof, the stockholders of Puroflow immediately prior thereto shall not have at least 50% or more of the combined voting power of the surviving, resulting or transferee corporation or entity immediately thereafter. Section 8. SHAREHOLDER RIGHTS PLAN. 8.1 AMENDMENT OF THE RIGHTS AGREEMENT. Puroflow will take all necessary actions to amend the provisions of the Rights Agreement between Puroflow and Continental Stock Transfer and Trust Company, dated as of May 28, 1999, (the "Rights Agreement") such that the percentage of Beneficial Ownership stated within the definition of "Acquiring Person" therein shall be increased from 17.5% to 20%. Section 9. MISCELLANEOUS. 9.1 SEVERABILITY. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner render invalid or unenforceable any other provisions of this Agreement. 9.2 CONSENT TO JURISDICTION. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of Delaware for the purposes of any action or proceeding (each a "Claim") arising out of or relating to this Agreement and hereby waives, and agrees not to assert in any such action or proceeding that it is not personally subject to the jurisdiction of such courts, that such Claim is brought in an inconvenient forum or that the venue is proper. Each of the parties hereto consents to process being served in any such Claim by mailing a copy thereof to the address in effect for notices to it under this Agreement and agrees that such service upon receipt shall constitute good and sufficient service of process and notice thereof. Nothing in this paragraph shall affect or limit any right to serve legal process in any other manner permitted by law. 9.3 GOVERNING LAW. This Agreement and the rights and duties of the parties hereto shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to principles of conflicts of law. 9.4 ENTIRE AGREEMENT. This Agreement and any and all other documents delivered in connection therewith set forth the entire understanding of the parties in respect to the 5 transactions contemplated herein and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. 9.5 AMENDMENTS AND WAIVERS TO BE IN WRITING. This Agreement may not be amended, modified or changed, and none of the terms, covenants, representations, warranties or conditions hereof may be waived, except by a written instrument signed by the party against whom enforcement of any change or modification is sought, or in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce same. 9.6 NOTICES. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) when personally delivered or delivered by telecopy (with confirmation of transmission) on a business day during normal business hours at the address or number designated below or (b) on the business day following the date of mailing by overnight courier, fully prepaid, addressed to such address, whichever shall first occur. The addresses for such communications shall be: If to Puroflow or any of the Puroflow Parties: Puroflow Incorporated 16559 Saticoy Street Van Nuys, California 91406 Attn: Michael H. Figoff President and Chief Executive Officer Telecopy: (818) 779-3902 with a copy to: Baer Marks & Upham LLP 805 Third Avenue New York, New York 10022 Attn: Donald J. Bezahler, Esq. Telecopy: (212) 702-5941 If to The Steel Parties Warren Lichtenstein Steel Partners II, L.P. 150 East 52nd Street, 21st Floor New York, New York 10022 Telecopy: (212) 813-2198 with a copy to: Olshan Grundman Frome Rosenzweig & Wolosky LLP 505 Park Avenue New York, New York 10022 Attention: Steven Wolosky Telecopy: (212) 980-7177 6 Any party hereto may from time to time change its address for notices under this Section 9.6 by giving at least 10 days' notice of such changed address to the other parties hereto. 9.7 HEADINGS. The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. 9.8 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 9.9 FURTHER ASSURANCES. The parties hereto shall execute and deliver such further documents and do such further acts as any party hereto shall reasonably require in order to assure and confirm to the parties hereto the rights hereby created or to facilitate the full performance of the terms of this Agreement. 9.10 COUNTERPARTS. This Agreement may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which such counterparts shall constitute but one and the same agreement. A facsimile signature shall be deemed an original. 9.11 ASSIGNMENT. Neither this Agreement nor any rights hereunder may be assigned by either party in whole or in part, without the prior written consent of the other party. 9.12 EXPENSES. Except as otherwise agreed to by the parties in writing and as provided in Section 6 of this Agreement, Puroflow shall pay all of its own expenses incurred in connection with the implementation of this Agreement, other than fees and expenses of counsel for Steel Parties which: (i) are covered under Section 6; and (ii) may be incurred by the Steel Parties in connection with any dispute arising hereunder. Each party hereto has retained independent counsel and such counsel has advised each party with respect to the subject matter of this Agreement. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused this Agreement to be duly executed by their respective authorized officers as of the date hereof. THE PUROFLOW PARTIES PUROFLOW INCORPORATED By: /s/ Michael H. Figoff ------------------------------------ Name: Michael H. Figoff Title: President and Chief Executive Officer REUBEN M. SIWEK By: /s/ Reuben M. Siwek ------------------------------------ ROBERT A. SMITH By: /s/ Robert A. Smith ------------------------------------ TRACY KENT PUGMIRE By: /s/ Tracy Kent Pugmire ------------------------------------ MICHAEL H. FIGOFF By: /s/ Michael H. Figoff ------------------------------------ 8 THE STEEL PARTIES STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C., General Partner By: /s/ Warren Lichtenstein ------------------------------------ Name: Warren Lichtenstein Title: Chairman WARREN G. LICHTENSTEIN By: /s/ Warren Lichtenstein ------------------------------------ STEVEN WOLOSKY By: /s/ Steven Wolosky ------------------------------------ JAMES BENENSON, JR. By: /s/ James Benenson, Jr. ------------------------------------ ROBERT FRANKFURT By: /s/ Robert Frankfurt ------------------------------------ 9 STEEL PARTNERS L.L.C. By: /s/ Warren Lichtenstein ------------------------------------ Name: Warren Lichtenstein Title: Chairman THE FULL VALUE COMMITTEE By: /s/ Warren Lichtenstein ------------------------------------ Name: Warren Lichtenstein 10 EX-99.1 4 EXHIBIT 99.1 EXHIBIT 99.1 [LETTERHEAD OF PUROFLOW 16559 Saticoy Street, Van Nuys, CA 91406 INCORPORATED] (818) 756-1388 FAX (818) 779-3902 FOR IMMEDIATE RELEASE: CONTACT: Michael H. Figoff President and CEO Puroflow Incorporated (818) 756-1388 PUROFLOW REACHES SETTLEMENT WITH STEEL PARTNERS, WHICH INCLUDES BOARD REPRESENTATION. ANNUAL MEETING POSTPONED TO OCTOBER 21. VAN NUYS, CA, September 17, 1999 -- Puroflow Incorporated (OTC Bulletin Board: PURO) and Steel Partners II, L.P. jointly announced today that the Company and its Board of Directors have entered into a settlement agreement with Steel Partners and its affiliates under which Steel Partners has agreed to terminate its pending proxy contest in exchange for Board representation. At the same time, the Company's Board of Directors also announced the postponement of the 1999 annual meeting of stockholders from Wednesday, October 13 to Thursday, October 21. The record date will remain Monday, August 30. Pursuant to the settlement agreement, which will expire by its terms after the 2000 annual meeting of stockholders, and the Company's by-laws,the Company has expanded its current Board to seven members and has appointed three representatives from Steel Partners to the Board to fill the three vacancies. At the annual meeting of stockholders to be held Thursday, October 21, the size of the Board will be reduced to five, with the Company nominating three representatives and Steel Partners nominating two representatives. The Company and Steel Partners also agreed to vote its shares of Puroflow common stock in favor of the new five-person slate of nominees to be presented at the 1999 annual meeting. The nominees will be named in the Company's amended definitive proxy statement, which the Company expects to mail to stockholders on or about September 24, 1999. The Company also agreed to promptly amend its shareholders rights plan to increase the beneficial ownership threshold at which the rights plan is triggered from 17.5% to 20%. Also as part of the settlement agreement, both the Company and Steel Partners agreed to dismiss their respective lawsuits in California and Delaware. - more - Puroflow/Steel Partners September 17, 1999 Page Two Michael H. Figoff, President and Chief Executive Officer of Puroflow, said, "The settlement with Steel Partners will allow management to focus its attention on enhancing stockholder value. We look forward to working with the representatives from Steel Partners on the Board. Warren G. Lichtenstein of Steel Partners commented, "We are pleased that the agreement allows the Company and Steel Partners to avoid a proxy contest. We look forward to working closely with the other Puroflow directors to achieve our stated goal which is to enhance the value of Puroflow's shares for the benefit of all stockholders." Since 1961, Puroflow has designed and manufactured state-of-the-art, precision filtration products for critical applications, including the automobile airbag business. The Company is a leading supplier of aftermarket products used in jet aircraft, turboshaft powered aircraft and helicopters and is a leading supplier for U.S. Space Applications. # # # Baer Marks & Upham 805 Third Avenue New York, New York 10022 September 22, 1999 VIA EDGAR Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Puroflow Incorporated Commission File No. 0-5622 -------------------------- Ladies and Gentlemen: On behalf of Puroflow Incorporated (the "Company"), we hereby transmit for filing, pursuant to the Securities Exchange Act of 1934, as amended, and Regulation S-T thereunder, the Company's Current Report on Form 8-K. Please feel free to contact the undersigned at (212) 702-5948 if you have any questions. Very truly yours, /s/ Richard M. Rosier ----------------------------------- Richard M. Rosier Enclosure Cc: Michael H. Figoff Ivan W. Dreyer, Esq. -----END PRIVACY-ENHANCED MESSAGE-----