-----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, OTk22EHhEJHwJ/HO2H6pv5GBNzapuzayFBv2gFVW0p1BEqccsM6kq30N087fNjW6 rgEddjAKieM63wNIfZ+PRA== /in/edgar/work/0000912057-00-049117/0000912057-00-049117.txt : 20001114 0000912057-00-049117.hdr.sgml : 20001114 ACCESSION NUMBER: 0000912057-00-049117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20001026 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARI LITE INTERNATIONAL INC CENTRAL INDEX KEY: 0001033491 STANDARD INDUSTRIAL CLASSIFICATION: [3640 ] IRS NUMBER: 752239444 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23159 FILM NUMBER: 761134 BUSINESS ADDRESS: STREET 1: 201 REGAL ROW CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146301963 8-K 1 a2029690z8-k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 26, 2000 VARI-LITE INTERNATIONAL, INC. ----------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-23459 75-2239444 -------- ------- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 201 REGAL ROW, DALLAS, TEXAS 75247 ---------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (214) 630-1963 ---------------- NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 2. Disposition of Assets. On October 26, 2000, Vari-Lite International, Inc., a Delaware corporation ("VLI"), sold 100% of its interest in the share capital of Vari-Lite International Europe, B.V. ("VLI Europe"), a Netherlands corporation, and 0.4% of its interest in Vari-Lite Production Services SAS ("VLPS France"), a French corporation, to First Events B.V. (the "Buyer"), a Netherlands corporation. VLI Europe owned 100% of the share capital of Vari-Lite Production Services N.V., a Belgium corporation, 99.6% of VLPS France, and 100% of Vari-Lite Production Services AB, a Swedish corporation. In addition, Vari-Lite, Inc., a Delaware corporation and wholly-owned subsidiary of VLI, sold VARI*LITE -Registered Trademark- lighting equipment and certain other assets, equipment and receivables to the Buyer. The total sales price was approximately US$6.1 million and was received in cash. The Buyer has no material relationship with VLI or any of its affiliates or any director or officer (or associate thereof) of VLI. A copy of the Share Purchase Agreement and the Asset Sale Agreement are filed as Exhibits 2.1 and 2.2, respectively. The foregoing description is qualified in its entirety by reference to the Share Purchase Agreement and the Asset Sale Agreement. Copies of the press releases, dated July 25, 2000, October 3, 2000 and October 30, 2000, are filed as Exhibit 99.1, 99.2 and 99.3, respectively in which VLI previously announced its intention to sell the business and the completion of the sale. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Not Applicable (b) PRO FORMA FINANCIAL INFORMATION. The following unaudited pro forma condensed consolidated financial statements (the "Pro Forma Financial Statements") are based on the historical consolidated financial statements of VLI. The statements reflect the application of the net proceeds as described in the Notes to Pro Forma Consolidated Financial Statements. The amounts are estimated and subject to further closing adjustments which are expected to be insignificant. The unaudited pro forma condensed consolidated balance sheet gives effect to the disposition described in Item 2 as if it was consummated on September 30, 1999. The unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) give effect to the disposition as if it was consummated at the beginning of the respective periods presented. The pro forma adjustments are more fully described in the accompanying notes. The Pro Forma Financial Statements are presented for informational purposes only and do not purport to be indicative of the results of operations that actually would have been achieved had the disposition been consummated on the financial statement date or for any future period. The Pro Forma Financial Statements should be read in connection with the Company's Annual Report on Form 10-K for the year ended September 30, 1999, the Consolidated Financial Statements of the Company and related notes thereto and the Company's Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2000. 3 VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2000 (UNAUDITED) (IN THOUSANDS EXCEPT SHARE DATA)
ASSETS PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS CONSOLIDATED ---------- ----------- ------------ CURRENT ASSETS: Cash.............................................................. $3,474 $(653) $2,821 Receivables, less allowance for doubtful accounts of $790......... 11,842 (2,332) 9,510 Inventory......................................................... 12,803 - 12,803 Prepaid expense and other current assets.......................... 2,143 (135) 2,008 -------- -------- -------- TOTAL CURRENT ASSETS........................................... 30,262 (3,120) 27,142 EQUIPMENT AND OTHER PROPERTY: Lighting and sound equipment...................................... 131,188 (13,532) 117,656 Machinery and tools............................................... 5,798 (1,519) 4,279 Furniture and fixtures............................................ 5,454 (299) 5,155 Office and computer equipment..................................... 10,518 (175) 10,343 Work in progress and raw materials inventory...................... 676 - 676 -------- -------- -------- 153,634 (15,525) 138,109 Less accumulated depreciation and amortization................. 86,893 (9,052) 77,841 -------- -------- -------- 66,741 (6,473) 60,268 OTHER ASSETS......................................................... 7,428 (1,987) 5,441 -------- -------- -------- TOTAL ASSETS................................................... $104,431 ($11,580) $92,851 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses............................. $13,869 ($1,832) $12,037 Unearned revenue.................................................. 3,593 - 3,593 Income taxes payable.............................................. 40 5 45 Current portion of long-term obligations.......................... 40,137 (6,220) 33,917 -------- -------- -------- TOTAL CURRENT LIABILITIES...................................... 57,639 (8,047) 49,592 LONG-TERM OBLIGATIONS................................................ 3,815 (2,014) 1,801 DEFERRED INCOME TAXES................................................ 923 (794) 129 -------- -------- -------- TOTAL LIABILITIES.............................................. 62,377 (10,855) 51,522 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred Stock, $0.10 par value (10,000,000 shares authorized; no shares outstanding)......................................... - - - Common Stock, $0.10 par value (40,000,000 shares authorized; 7,845,167 shares issued; 7,800,003 shares outstanding)......... 785 - 785 Treasury Stock.................................................... (186) - (186) Additional paid-in capital........................................ 25,026 - 25,026 Stockholder notes receivable...................................... (21) - (21) Stock purchase warrants........................................... - - - Accumulated other comprehensive income - foreign currency translation adjustment....................................... 63 980 1,043 Retained earnings................................................. 16,387 (1,705) 14,682 -------- -------- -------- TOTAL STOCKHOLDERS' EQUITY..................................... 42,054 (725) 41,329 -------- -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................... $104,431 ($11,580) $92,851 ======== ======== ========
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements 4 VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED JUNE 30, 2000 (UNAUDITED) (IN THOUSANDS EXCEPT SHARE DATA)
PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS CONSOLIDATED ---------- ----------- ------------ Rental revenues ........................................................... $ 59,612 $ (8,206) $ 51,406 Product sales and services revenues ....................................... 10,295 - 10,295 --------- -------- --------- TOTAL REVENUES ......................................................... 69,907 (8,206) 61,701 Rental cost ............................................................... 27,886 (4,216) 23,670 Product sales and services cost ........................................... 6,329 - 6,329 --------- -------- --------- TOTAL COST OF SALES .................................................... 34,215 (4,216) 29,999 --------- -------- --------- GROSS PROFIT ........................................................... 35,692 (3,990) 31,702 Selling, general and administrative expense ............................... 28,309 (3,176) 25,133 Research and development expense........................................... 3,754 - 3,754 Impairment of assets ...................................................... 650 3,300 3,950 --------- -------- --------- TOTAL OPERATING EXPENSES ............................................... 32,713 124 32,837 --------- -------- --------- OPERATING INCOME ........................................................... 2,979 (4,114) (1,135) Interest expense (net) ..................................................... 3,575 (536) 3,039 --------- -------- --------- LOSS BEFORE INCOME TAX ..................................................... (596) (3,578) (4,174) Income tax benefit ......................................................... (235) (1,413) (1,648) --------- -------- --------- NET LOSS ................................................................... (361) (2,165) (2,526) Other comprehensive loss - foreign currency translation adjustments......... (829) - (829) --------- -------- --------- COMPREHENSIVE LOSS.......................................................... $ (1,190) $ (2,165) $ (3,355) ========= ======== ========= WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING....................... 7,800,003 7,800,003 ========= ========= PER SHARE INFORMATION BASIC AND DILUTED: Net loss ............................................................... $(0.05) $ (0.28) $(0.33) Dividends declared ......................................................... $ - $ - $ -
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements 5 VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE YEAR ENDED SEPTEMBER 30, 1999 (UNAUDITED) (IN THOUSANDS EXCEPT SHARE DATA)
PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS CONSOLIDATED ---------- ----------- ------------ Rental revenues ................................................. $83,863 $(10,683) $73,180 Product sales and services revenues ............................. 7,669 - 7,669 ---------- --------- ----------- TOTAL REVENUES ............................................... 91,532 (10,683) 80,849 Rental cost ..................................................... 41,561 (7,390) 34,171 Product sales and services cost ................................. 5,389 - 5,389 ---------- --------- ----------- TOTAL COST OF SALES .......................................... 46,950 (7,390) 39,560 ---------- --------- ----------- GROSS PROFIT ................................................. 44,582 (3,293) 41,289 Selling, general and administrative expense ..................... 38,360 (3,695) 34,665 Research and development expense ................................ 5,586 - 5,586 Impairment of Assets ............................................ - 3,300 3,300 Restructuring costs ............................................. 600 - 600 ---------- --------- ----------- TOTAL OPERATING EXPENSES ..................................... 44,546 (395) 44,151 ---------- --------- ----------- OPERATING INCOME ................................................ 36 (2,898) (2,862) Interest expense (net) .......................................... 4,404 (593) 3,811 ---------- --------- ----------- LOSS BEFORE INCOME TAX .......................................... (4,368) (2,305) (6,673) Income tax benefit .............................................. (1,725) (910) (2,635) ---------- --------- ----------- NET LOSS ........................................................ (2,643) (1,395) (4,038) Other comprehensive income - foreign currency translation adjustments....................................... 1,122 - 1,122 ---------- --------- ----------- COMPREHENSIVE LOSS .............................................. $ (1,521) $ (1,395) $(2,916) ========== ========= =========== WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING ........... 7,800,003 7,800,003 ========== =========== PER SHARE INFORMATION BASIC AND DILUTED: Net loss .................................................... $ (0.34) $ (0.18) $(0.52) Dividends declared .............................................. $ - $ - $ -
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements 6 VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (a) Except as otherwise described, the pro forma adjustments reflect the removal of the VLI Europe from the historical, consolidated balances. VLI Europe is comprised of separate corporations whose balances can be directly identified. Intercompany transactions primarily consisted of an equipment lease charge for the use of the VARI*LITE equipment. (b) Pro forma adjustments to the condensed consolidated balance sheet as of September 30, 1999 reflect the sales of the specified assets and the assumption of specified liabilities in addition to the reduction of bank debt with the proceeds from the sale. Pro forma adjustments to the condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended June 30, 2000 and for the year ended September 30, 1999 reflect adjustments to eliminate the results of operation of VLI Europe, record the loss on the sale and the reduction of interest expense as a result of the decrease in debt. (c) The loss on the sale is shown as impairment of assets in the pro forma condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended June 30, 2000 and the year ended September 30, 1999. 7 (c) EXHIBITS. 2.1 Share Purchase Agreement, dated October 26, 2000, between Vari-Lite International, Inc. and First Events B.V. 2.2 Asset Purchase Agreement, dated October 26, 2000, between Vari-Lite, Inc. and First Events B.V. 99.1 Press Release by VLI dated July 25, 2000, announcing the pending sale of its operations in Belgium, the Netherlands, France and Sweden. 99.2 Press Release by VLI dated October 3, 2000 announcing the delay in the sale of its operations in Belgium, the Netherlands, France and Sweden. 99.3 Press Release by VLI dated October 30, 2000 announcing the completion of the sale of its operations in Belgium, the Netherlands, France and Sweden. 8 SIGNATURES 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 thereunto duly authorized. VARI-LITE INTERNATIONAL, INC. Date: NOVEMBER 13, 2000 By: /S/ JEROME L. TROJAN III --------------------- ------------------------------ Jerome L. Trojan III Vice President - Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) 9 EX-2.1 2 a2029690zex-2_1.txt EXHIBIT 2.1 SHARE PURCHASE AGREEMENT between VARI-LITE INTERNATIONAL, INC. and FIRST EVENTS B.V. -1- SHARE PURCHASE AGREEMENT THE UNDERSIGNED: 1. VARI-LITE INTERNATIONAL, INC., a corporation organized under the laws of the State of Delaware USA (hereinafter referred to as: "VLI"); and 2. FIRST EVENTS B.V., a corporation organized under the laws of the Netherlands (hereinafter referred to as: "FIRST EVENTS"); WHEREAS: A. VLI is the legal and beneficial owner of: 1. 100% of the issued share capital of Vari-Lite International Europe B.V., a company incorporated under the laws of the Netherlands, hereinafter referred to as: "VLI EUROPE"; and 2. 0.04% of the issued share capital of Vari-Lite Production Services SAS, a company incorporated under the laws of France, hereinafter referred to as: "VLPS FRANCE"; B. VLI Europe is the legal and beneficial owner of: 1. 100% of the issued share capital of Vari-Lite Production Services N.V., a company incorporated under the laws of Belgium, hereinafter referred to as: "VLPS BELGIUM"; 2. 99.96% of the issued share capital of VLPS France; and 3. 100% of the issued share capital of Vari-Lite Production Services AB, a company incorporated under the laws of Sweden, hereinafter referred to as: "VLPS SWEDEN"; C. VLI has agreed to sell and First Events has agreed to purchase VLI's Belgium, French and Swedish businesses by acquiring the Shares; -2- HAVE AGREED AS FOLLOWS: ARTICLE 1 - DEFINITIONS 1.1 In this Agreement and the Schedules to it: "AGREEMENT" means this Share Purchase Agreement between First Events and VLI; "BUSINESS INFORMATION" means all information, know how and records relating to each business of the Companies and which are owned or used by the Companies, including all customer lists, sales information, business plans and forecasts, and all technical or other expertise and all correspondence, orders and inquiries relating to each business of the Companies which is owned or used by the Companies and to the extent owned by the Companies, software code; "CLOSING DATE" means the date of this Agreement; "CLOSING" means the completion of the sale and purchase of the Shares under this Agreement; "COMPANIES" means VLI Europe, VLPS Belgium, VLPS France and VLPS Sweden, basic information in respect of which is set out in SCHEDULE 1; "EFFECTIVE DATE" means September 30, 2000; "EMPLOYEES" means those individuals employed in the business of each of the Companies on the date of this Agreement and whose names are listed in SCHEDULE 2; "ESCROW AGREEMENT" means the Escrow Agreement between VLI, First Events and the Nationale Trust Maatschappij of October 12, 2000; "FINANCIAL STATEMENTS" means the stand alone financial statements of each of the Companies for the financial year ending on 30 September 1999 and the interim management accounts for the period ending 30 June 2000 for the Companies; "FIRST EVENTS GROUP" means First Events, its subsidiaries and any holding company of First Events and all other subsidiaries of any such holding company from time to time, including the Companies after the Closing; -3- "GUARANTEE" means each guarantee provided by VLI in favor of a third party as security for the prompt performance by the Companies of their obligations towards such third party; "INDEPENDENT ACCOUNTANTS" means an independent firm of internationally reputable accountants (not being VLI's accountant or First Events' accountant) appointed by First Events and VLI jointly or, in default of agreement as to such appointment within five business days of one of them notifying the other of its wish to appoint an independent firm, by the President for the time being of NEDERLANDS INSTITUUT VOOR REGISTER- ACCOUNTANTS on the application of either of them; "PURCHASE PRICE" means the purchase price for the Shares, calculated in accordance with article 3; "SCANDINAVIA" means Sweden, Norway and Finland; "SHARES" means the VLI Europe Shares and the VLPS France Shares; "TAX" or "TAXES" means all taxes, social security contributions and levies, under whatever name in the widest sense of the word, including corporate income tax, wage tax, national insurance contributions, employee insurance premiums and contributions to retirement funds, value added tax, import and excise duties, capital duty, transfer tax, other taxes on legal transactions, dividend tax, insurance tax, and all interest on levies and collection and increases and costs related thereto, due or payable to any public body or similar body; "TERRITORIES" means Scandinavia, the Netherlands, Belgium, Luxembourg and France; "TO THE BEST OF VLI'S KNOWLEDGE" and other similar phrases means the knowledge of VLI after due inquiry by VLI with the local managers of the Companies (i.e. Mr. Jan van Malder, Mr. Jan Lambrecht and Mr. Ulf Brynte) on the date of this Agreement and Closing; "VLI EUROPE SHARES" means 460common shares with a nominal value of EURO 500,-each or 100% of the issued shares in the capital of VLI Europe; "VLI GROUP" means VLI and its subsidiaries as at the Closing Date (except any of the Companies); -4- "VLPS FRANCE SHARES" means 1 common share or 0.04% of the issued shares in the capital of Vari-Lite Production Services SAS; "WORKING CAPITAL STATEMENT" means the statement of Working Capital Value to be prepared under article 4 and in a manner consistent with past practices; "WORKING CAPITAL VALUE" means the value of working capital of the companies as at the Effective Date, as determined in the Working Capital Statement. 1.2 In this Agreement, unless otherwise specified: a. references to articles, sub-Articles, paragraphs, sub-paragraphs, Schedules and Annexes are to clauses, sub-clauses, paragraphs, sub-paragraphs of, and Schedules and Annexes to this Agreement; b. references to a "person" shall be construed so as to include any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership, whether or not having separate legal personality; c. references to writing shall include any notes of reproducing words in a legible and non-transitory form; d. headings to articles and Schedules are for convenience only and do not affect the interpretation of this Agreement; e. the Schedules and Annexes and any attachments form part of this Agreement and shall have the same force and effect as expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules; f. "including" shall mean an indication by way of example of a foregoing general statement and not a limitation on the general statement. ARTICLE 2 - SALE AND PURCHASE OF SHARES 2.1 VLI hereby sells, and First Events hereby purchases, the Shares together with all rights attaching to them from the Effective Date. -5- ARTICLE 3 - PURCHASE PRICE 3.1 The total consideration payable for the Shares under this Agreement shall be Euro 3,450,058 (in words: three million fourhundredfiftythousand fifty-eight Euro) (the "PURCHASE PRICE"). The Purchase Price shall be paid on the Closing Date by First Events to VLI in accordance with sub-Article 5.3. Mrs. C.J. Bosch shall hold the Purchase Price (minus the amount of the Escrowed Funds as defined in the Escrow Agreement) for First Events until the transfer of VLI Europe Shares to First Events and for VLI following such transfer. Mrs. C.J. Bosch shall as soon as practically possible following the transfer of the VLI Europe Shares forward the Purchase Price (minus the amount of the Escrowed Funds as defined in the Escrow Agreement) into account number 00571-297-630-0 with ABN AMRO Bank N.V. in the name of SunTrust Bank - Atlanta with advice "MT-100 for further credit to Vari-Lite International, Inc. Please notify Gail J. Smith at NET 340-7925". 3.2 The Purchase Price shall be subject to adjustment under sub-articles 3.3 and 3.4. 3.3 1. To the extent that the Working Capital Value as shown in the Working Capital Statement deviates from Euro 1,600,000 (in words: one million six hundred thousand Euro), the Purchase Price shall be adjusted upwards or downwards as the case may be. 2. If the Working Capital Value is less than Euro 1,600,000, VLI shall, forthwith on receipt on a written demand by First Events, pay by wire transfer to an account designated by First Events an amount equal to the shortfall and such payment shall be treated as a reduction in the consideration payable for the Shares. 3. If the Working Capital Value exceeds Euro 1,600,000, First Events shall, forthwith on receipt of a written demand by VLI, pay by wire transfer to an account designated by VLI, an amount equal to such excess and such payment shall be treated as additional consideration payable for the Shares. 4. To the extent that an amount would be payable to First Events or VLI under sub-articles 3.3.2 or 3.3.3 respectively but for a dispute in respect of matters as referred to in sub-article 4.3, the relevant party shall pay to the other party an amount equal to the aggregate amount which would be payable and is not in dispute, such undisputed amount to be paid in accordance with sub-clauses 3.3.2 -6- or 3.3.3 (as the case may be) and any further amount shall be paid once the matter in dispute has been resolved. 3.4 The Purchase Price reflects the deduction of all bank debt and lease debt outstanding of the Companies on the Effective Date, as specified on Schedule 3. ARTICLE 4 - WORKING CAPITAL STATEMENT 4.1 As soon as possible after Closing and in any event within 15 business days after the Closing Date, VLI's accountants shall prepare in draft and deliver to First Events a draft Working Capital Statement stating the Working Capital Value. 4.2 First Events shall procure that its accountant shall review the draft Working Capital Statement and within 15 business days of receipt of the draft Working Capital Statement pursuant to sub-article 4.1, First Events shall confirm to VLI whether or not it agrees with the Working Capital Statement, giving written details of any matters in dispute, failing which the Working Capital Statement shall be deemed to have been accepted. 4.3 If First Events submits a notice pursuant to sub-article 4.2 disputing the draft Working Capital Statement, VLI and/or its accountant and First Events and/or its accountant shall meet with a view to reach an agreement on the disputed items within 10 business days of the notice. If agreement is reached on the disputed items, the revised draft Working Capital Statement shall be the Working Capital Statement. 4.4 If First Events is unable to agree with part or all of the draft Working Capital Statement in the 10 business days period referred to in sub-article 4.3, any matter that remains in dispute shall be referred within 10 business days thereafter to the Independent Accountants (acting as experts and not as arbitrators).The Independent Accountants shall be instructed to make and communicate their decision to VLI and First Events within 10 business days of appointment and it shall be final and binding to the parties to this Agreement in the manner as described in Article 7: 900 et seq. Netherlands Civil Code. 4.5 Following settlement of any such matter in dispute, the Working Capital Statement shall be finalized in accordance with that settlement and shall constitute the Working -7- Capital Statement for the purposes of this Agreement and shall be final and binding on the parties to this Agreement. 4.6 VLI and First Events shall be responsible for the fees of their own accountants. The fees of the Independent Accountants shall be shared equally by First Events and VLI. 4.7 Any conversion of currency into Euro made in the preparation of the Working Capital Statement shall be made in accordance with the ABN AMRO daily fixing rate as published by Reuters at 1.30 p.m. on September 29, 2000. ARTICLE 5 - CLOSING/EFFECTIVE DATE 5.1 The Closing shall commence with the execution of this Agreement and shall take place on the Closing Date at the offices of Van Schoonhoven In 't Veld at Peter van Anrooystraat 7, Amsterdam, the Netherlands, or such other place as the parties may agree. 5.2 The Shares shall from the Effective Date be for the benefit and account of First Events. 5.3 At the Closing VLI (and members of the VLI Group) and First Events (and members of the First Events Group) shall respectively do those things listed as their respective obligations in the Closing Arrangements set forth in SCHEDULE 4. ARTICLE 6 - INDEMNIFICATION BY VLI 6.1 VLI unconditionally and irrevocably: a. agrees to indemnify and keep indemnified First Events against all losses and damages sustained by it flowing from the pre-Closing restructuring arranged for by VLI in order to have: (i) the shares in Vari-Lite Production Services Europe N.V. ("EUROHUB") transferred from VLI Europe to VLI, (ii) the shares in VLPS Belgium transferred from Eurohub to VLI Europe and (iii) the shares in Vari-Lite Production Services, SL (Spain) transferred from VLI Europe to the new owners of that company; and -8- b. except to the extent otherwise provided herein agrees to indemnify and keep indemnified First Events and the Companies, and hereby assumes liability for the payment of all Taxes with regard to the activities and assets of the Companies for all periods ending prior to and including the Effective Date, provided that such taxes are not included in the Working Capital Statement. ARTICLE 7 - SOCIAL SECURITY CONTRIBUTIONS AND WAGE TAXES 7.1 VLI agrees to indemnify and keep indemnified First Events and the Companies for all claims for social security contributions and wage taxes, including penalties and interest (and including reasonable costs incurred by the Companies in defending any such claim), due by the Companies, with regard to all periods ending prior to and including the Effective Date, such as the claim filed by the Belgium authorities ("RSZ") as referred to in the fax from Mr. Deville and Mr. Lindemans of Liedekerke dated July 26, 2000, copy of which is attached to this Agreement as SCHEDULE 5. 7.2 The indemnification set forth in the previous paragraph of this Article does not include liabilities for social security contributions and wage taxes that have been fully provided for in the Working Capital Statement. 7.3 If a claim for social security contributions and wage taxes is received by the First Events or the Companies for which First Events or the Companies seek to be indemnified by VLI under this article, article 10 (other than sub-Articles 10.2, 10.3 and 10.4) shall apply with respect to VLI's rights to be involved in the defense and/or settlement of such claim with VLI being the Party in Breach. 7.4 The indemnification referred to in sub-Article 7.1 shall not be limited by and be given independent from the indemnification obtained by VLPS Belgium from D&D Techniques Holding N.V. and D&D Entertainment Group N.V. (hereinafter jointly referred to as "D&D") and contained in the Stock Purchase Agreement between D&D Techniques Holding N.V., D&D Entertainment Group N.V. and Vari-Lite International, Inc. (acting on behalf of VLPS Belgium) of March 6, 1998. 7.5 In the event that VLI pursuant to Article 7.1 has indemnified First Events and/or VLPS Belgium for damages that may be recoverable from D&D under the indemnification that VLPS Belgium received from D&D pursuant to the Stock Purchase Agreement -9- referred to in the previous paragraph, First Events shall cause VLPS Belgium to seek indemnification from D&D, such action to be taken at the written request of VLI, in accordance with the reasonable instructions of VLI (including acting at the times instructed by VLI) and at the expense of VLI. VLPS Belgium, by co-signing this Agreement, hereby agrees to seek indemnification from D&D at the request of, at the reasonable instructions of and at the expense of VLI (including acting at the times instructed by VLI) and furthermore agrees that it shall never take any such action against D&D without prior written consent from VLI. In the event that First Events and/or VLPS Belgium breaches this Article 7.5 and/or 7.6, VLI's obligation to indemnify First Events and the Companies as set forth in Article 7.1 will cease to exist. 7.6 If and to the extent that First Events and/or VLPS Belgium have received payments from D&D for damages with respect to which VLI has indemnified First Events and/or VLPS Belgium, any such amounts received by First Events and/or VLPS Belgium shall be forthwith repaid to VLI. ARTICLE 8 - VLI'S WARRANTIES 8.1 VLI represents and warrants to First Events that as of the date of this Agreement, except as disclosed to First Events in the Annexes to SCHEDULE 6, each and every statement set out in Schedule 7 (collectively the "VLI WARRANTIES") is true, accurate and complete in all material respects. 8.2 VLI acknowledges that the VLI Warranties are material to First Events and their accuracy is in all material respects essential for First Events' decision to enter into this Agreement on the terms herein contained and that First Events did not rely on any other warranty or statement. 8.3 Notwithstanding anything to the contrary contained in this Agreement, except for paragraph E.2 of the Warranties with regard to service and maintenance, First Events acknowledges that all equipment and stock owned by the Companies are being sold "as is where is" (in Dutch: "IN DE STAAT WAARIN, EN DAAR WAAR, ZIJ ZICH BEVINDEN"). -10- ARTICLE 9 - FIRST EVENTS' WARRANTIES 9.1 First Events represents and warrants to VLI that as of the date of this Agreement, each and every statement set out in SCHEDULE 7 (collectively the "First Events Warranties") is true, accurate and complete in all material respects. 9.2 First Events acknowledges that the First Events Warranties are material to and their accuracy in all material respects is essential for VLI's decision to enter into this Agreement on the terms herein contained and that VLI did not rely on any other warranty or statement. ARTICLE 10 - BREACH OF WARRANTIES 10.1 In the event of a breach of any of the VLI Warranties or First Events Warranties (hereinafter: a "BREACH") the party in breach (the "PARTY IN BREACH") shall subject to the provisions of this Article, with due respect to the other provisions of this Agreement, indemnify and hold harmless the other party (the "INDEMNIFIABLE PARTY") for any and all damage, as set forth in Article 6:96 of the Dutch Civil Code, as a result of any such Breach, however only if and in so far as the Indemnifiable Party has done all things reasonable from Closing to prevent and minimize damage. 10.2 The Party in Breach shall only be liable if and to the extent that the damage in the aggregate for all claims, including those pursuant to Article 7 of the Asset Purchase Agreement between Vari-Lite, Inc. and First Events of even date herewith (hereinafter: "the Asset Purchase Agreement") exceeds an amount of Euro 100,000 (in words: one hundred thousand Euro). If the damage exceeds an amount of Euro 100,000 (in words: one hundred thousand Euro), the Party in Breach shall be liable for the full amount of the damages and not only for the excess amount. 10.3 The liability of the Party in Breach (including in the case of VLI the liability of Vari-Lite, Inc. resulting from Breaches as defined in the Asset Purchase Agreement) resulting from Breaches, other than those in respect of the VLI Warranties contained in paragraphs A, B, C and E(1) of Schedule 6 and the First Events Warranties contained in Schedule 7, shall not exceed EURO 4,500,000 (in words: four million five hundred thousand Euro). -11- 10.4 The liability of the Party in Breach shall only apply to Breaches about which the Party in Breach received written notice from the Indemnifiable Party within 18 months after the Effective Date, except with respect to: a. the VLI Warranties contained in Schedule 6, paragraph F (concerning Taxes), in respect of which VLI's liability shall apply only to Breaches about which VLI received written notice from First Events within the period ending six months after the applicable statute of limitations period provided for in the relevant tax laws; b. the VLI Warranties contained in Schedule 6, paragraphs A, B and C (concerning title and authority) in respect of which VLI's liability shall be unlimited; c. the First Events Warranties contained in Schedule 7. 10.5 If the Indemnifiable Party becomes aware of any matter which will result in the Party in Breach being liable pursuant to this Article 10, the Indemnifiable Party shall inform the Party in Breach thereof within 20 business days or such earlier time as may be necessary or appropriate to ensure that the Party in Breach has full opportunity to remedy such Breach without prejudice, stating the nature of the matter and the damage expected or sustained. Failure to notify the Party in Breach within such time shall relieve the Party in Breach of any liability under this Article 10, except for damage with respect to which the Indemnifiable Party can demonstrate that such damage would also have been incurred if the Indemnifiable Party would have notified the Party in Breach within such time. 10.6 If a Breach is the result of - or is connected with - a liability vis-a-vis or in dispute with a third party, the Indemnifiable Party shall ensure that: a. the Indemnifiable Party at the request and on the instructions of Party in Breach shall do everything (or, as the case may be, refrain therefrom), to conduct a defense against, or to negotiate about the claim concerned and to minimize the damage which may arise from such claim; b. in connection with the defense referred to under (a) to the extent allowed by applicable laws the Indemnifiable Party shall only engage advisors after consultation of the Party in Breach, or give to the Party in Breach power of attorney to act in and out of court as the agent of the Indemnifiable Party; -12- c. the Party in Breach shall have the right to compromise or defend, at its own expense and by its own counsel, any such dispute. The opportunity to compromise or defend, as herein provided, shall be a condition precedent to any liability of the Party in Breach under the provisions of this Article. If the Party in Breach shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnifiable Party in writing of its intentions to do so. The Indemnifiable Party shall cooperate with the Party in Breach or its counsel in the defense against any such asserted liability and in any compromise thereof. Such cooperation shall include furnishing the Party in Breach with any books, records or information reasonably requested by it. After the Party in Breach has notified the Indemnifiable Party of its intention to undertake to compromise or defend any such asserted liability, the Party in Breach shall not be liable for any additional legal expenses incurred by the Indemnifiable Party. If the Party in Breach shall desire to settle any such asserted liability and the Indemnifiable Party shall refuse to consent to such compromise, then the Party in Breach's liability shall be limited to the amounts so offered in compromise; provided, however, that such proposed settlement involves only the payment of money. No compromise or settlement of such claims may be effected by the Party in Breach without the Indemnifiable Party's consent, which consent shall not be unreasonably withheld or delayed, unless (1) there is no finding or admission of any violation of applicable law or legal requirement or any violation of the rights of any person or entity and no effect on any other claims may be made against members of the Indemnifiable Party and (2) the sole relief provided is monetary damages that are paid in full by the Party in Breach. The Party in Breach shall have no liability with respect to any compromise or settlement of such claims effected without the Party in Breach's consent. ARTICLE 11 - EFFECT OF INSURANCE, TAX AND PROVISIONS ON LOSSES AND DAMAGES 11.1 For the purpose of determining the damages incurred by the Indemnifiable Party for which the Party in Breach shall be liable pursuant to this Agreement, such damages shall be reduced by (and, if already paid for by the Party in Breach, repaid by the Indemnifiable Party to the Party in Breach): -13- a. the amount of all insurance proceeds recovered by the Indemnifiable Party with respect to such damages; plus b. all amounts other than insurance proceeds received by the Indemnifiable Party from third parties, whether pursuant to counter claims or otherwise with respect to such damages; plus c. tax refunds or reductions, which are a result of the fact or complex of facts on which the claim for compensation of damages is based, available to the Indemnifiable Party with respect to such damages; plus d. any provision or liability included in the Financial Statements or the Working Capital Statement with respect to such damages. The Indemnifiable Party shall at all times use its best efforts to mitigate damages resulting from a Breach. ARTICLE 12 - CERTIFICATE OF DEPOSIT 12.1 VLI shall pledge, for a period of 12 months from the Effective Date, a certificate of deposit for US$ 230,000 (in words: two hundred and thirty thousand US dollars) in favor of First Events as security for the performance by VLI of its obligations pursuant to Article 10 of this Agreement and/or article 7 of the Asset Purchase Agreement. The pledge agreement shall provide that in the event that First Events has notified VLI of a Breach in accordance with article 10.5 of this Agreement the period of the pledge of the certificate of deposit shall be extended until (i) parties have reached an amicable settlement with respect to the Breach or (ii) a final and binding decision by a court of competent jurisdiction in the Netherlands - which decision is not subject to appeal (in Dutch: "IN KRACHT VAN GEWIJSDE") - in a suit by First Events against VLI for (a) claim(s) asserted pursuant to article 10. ARTICLE 13 - RESTRICTIONS ON VLI'S BUSINESS ACTIVITIES 13.1 VLI undertakes that it will not, and will procure that none of the companies directly or indirectly controlled by it or under its management control will do any of the following -14- without the consent of First Events, such consent not to be unreasonably withheld or delayed: a. within 5 years after the Closing open a wholly owned entertainment lighting rental office or own a greater than 5% equity interest or provide management oversight of such a business in the Territories; or b. within 2 years after Closing, solicit or entice away from the employment of any of the Companies any person employed by any of the Companies on the Closing. 13.2 Each undertaking contained in this article shall be construed as a separate undertaking and if one undertaking is held to be against the public interest or unlawful or in any way unreasonable restraint of trade, the remaining undertaking shall continue to bind VLI. ARTICLE 14 - REMEDIES AND WAIVERS 14.1 With due regard to article 10 of this Agreement, no delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it, shall: a. affect that right, power or remedy; or b. operate as a waiver of it. 14.2 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. 14.3 The rights, power and remedies provided in this Agreement are the exclusive rights, powers and remedies provided to the parties. ARTICLE 15 - ASSIGNMENT 15.1 Neither of the parties may assign or agree to assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be withheld or delayed unreasonably. -15- 15.2 Notwithstanding sub-Article 15.1, First Events may assign its rights and obligations (including the right to receive Shares) under this Agreement, without the prior written consent of VLI, to any member of the First Events Group designated by First Events to accept such rights and obligations; provided, however, that First Events shall guarantee the performance by the assignee. ARTICLE 16 - ENTIRE AGREEMENT 16.1 This Agreement, other documents executed at Closing, if any, and the documents required to effect the transfer of the Shares, constitute the whole and only agreement between the parties relating to the sale and purchase of the Shares under this Agreement. ARTICLE 17 - NOTICES 17.1 Any notice or other communication under this Agreement shall only be effective if it is in writing. 17.2 No notice or other communication given or made under this Agreement may be withdrawn or revoked. 17.3 Any notice or communication given or made under this Agreement shall be addressed as provided in sub-Article 17.5, and, if so addressed, shall, in the absence of earlier receipt, be deemed to have been duly given or made as follows: a. if sent by personal delivery, on delivery at the address of the relevant party; b. if sent by express courier, three business days after the date of posting; and c. if sent by facsimile, with a copy sent by personal delivery or post, when dispatched. 17.4 Any notice or other communication given or made, or deemed to have been given or made, outside working hours will be deemed not to have been given or made until the start of the next period of working hours. -16- 17.5 Relevant notice details are: ------------------------------------------------------------------------- VLI: Vari-Lite International, Inc. ------------------------------------------------------------------------- Attention: H.R. Brutsche III ------------------------------------------------------------------------- 201 Regal Row, Dallas, Texas 75247 USA ------------------------------------------------------------------------- tel.: 001 214 819 31 44 ------------------------------------------------------------------------- fax: 001 214 819 32 47 ------------------------------------------------------------------------- WITH A COPY TO: ------------------------------------------------------------------------- Nauta Dutilh Attention: Mr. G.W. Kernkamp ------------------------------------------------------------------------- P.O. Box 7113 1007 JC Amsterdam ------------------------------------------------------------------------- tel.: 00 31 541 46 46 ------------------------------------------------------------------------- fax: 00 31 661 28 27 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Gardere & Wynne, L.L.P. Attention: Mr. A. Perkins ------------------------------------------------------------------------- 1601 Elm Street Suite 3000 Dallas, Texas, 75201 USA ------------------------------------------------------------------------- tel.: 001 214 999 4683 ------------------------------------------------------------------------- fax.: 001 214 999 3683 ------------------------------------------------------------------------- ------------------------------------------------------------------------- FIRST EVENTS: First Events B.V. ------------------------------------------------------------------------- Attention: Messrs. L. de Bruijn and W.J. van der Wind ------------------------------------------------------------------------- Haaksbergweg 47 ------------------------------------------------------------------------- Tel.: (+31) (0)20 311 67 43 ------------------------------------------------------------------------- fax: (+31) (0)20 311 67 49 ------------------------------------------------------------------------- WITH A COPY TO: ------------------------------------------------------------------------- Van Schoonhoven In 't Veld Attention: Mr. M.R. van Schooten ------------------------------------------------------------------------- P.O. Box 75999 ------------------------------------------------------------------------- -17- ------------------------------------------------------------------------- NL-1070 AZ Amsterdam ------------------------------------------------------------------------- tel.: (+31) (0)20 - 679 69 69 ------------------------------------------------------------------------- fax: (+31) (0)20 - 676 43 39 ------------------------------------------------------------------------- 17.6 A party may notify the other party of a change to its notice details. The notifications shall only be effective on: a. any effective date specified in the notification; or b. if no date is specified or the date specified is less than five business days after the date when the notification is received, the date following five business days after the notification has been received. ARTICLE 18 - ANNOUNCEMENTS 18.1 Subject to sub-Article 18.2, no announcement concerning the sale of the Shares shall be made by either party without the prior written consent of the other party, which consent shall not be withheld or delayed unreasonably. 18.2 Either party may make an announcement concerning the sale of the Shares if required by: a. the law of any relevant jurisdiction; or b. any securities exchange or regulatory or governmental body to which either party is subject or submits, wherever situated, including Nasdaq. ARTICLE 19 - CONFIDENTIALITY 19.1 Subject to sub-Article 19.2, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. 19.2 Any party may disclose information which would otherwise be confidential if and to the extent: a. required by law of any jurisdiction; -18- b. required by any securities exchange or regulatory or governmental body to which either party is subject or submits, wherever situated, including Nasdaq, whether or not the requirement for information has the force of law; c. it is disclosed to the professional advisors, auditors or bankers of that party (subject to duties of confidentiality); d. the information has come into the public domain through no fault of that party; or e. the other party have given its prior written consent to the disclosure, such consent not be withheld or delayed unreasonably. ARTICLE 20 - COSTS AND EXPENSES 20.1 Save as otherwise stated in any other provision of this Agreement, each party shall pay its own costs and expenses in relation to the negotiations leading up to the sale of the Shares, and to the preparation, execution and carrying into effect to this Agreement and all other documents referred to in it. 20.2 Notwithstanding sub-Article 20.1, any taxes, fees, stamp duties and charges and registration fees payable in connection with this Agreement and the implementation thereof shall be borne by First Events. ARTICLE 21 - COUNTERPARTS 21.1 This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts together constitute but one and the same instrument. -19- ARTICLE 22 - INVALIDITY 22.1 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair: a. the legality, validity or enforceability in that jurisdiction of any other provisions b. of this Agreement; or c. the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. ARTICLE 23 - LANGUAGE 23.1 Each notice, demand, request, statement, instrument, certificate or other communication given, delivered or made by one party or another under or in connection with this Agreement shall be in English. ARTICLE 24 - MISCELLANEOUS 24.1 Parties waive their rights, if any, to annul, resent or dissolve, including: "ONTBINDING" and "VERNIETIGING" of this Agreement. 24.2 Effective as of the Effective Date, all distributorship agreements, lease agreements and any other agreements by and between VLI or any of its Affiliates (as hereinafter defined) and any of the Companies, including without limitation those listed on SCHEDULE 8, shall terminate and have no further force or effect. 24.3 Subject to and in consideration of the receipt of the Purchase Price and the sale of the Assets pursuant to the Asset Purchase Agreement, VLI, on the one hand, and First Events, on the other hand, on behalf of themselves and their Affiliates, agents, representatives and assigns, hereby fully and completely release, acquit and forever discharge each other and each of the other's Affiliates, predecessors, successors, employees, agents, partners, representatives, officers, directors, attorneys, shareholders, subsidiaries, parent corporations and assigns from all claims, demands, defenses, -20- controversies, actions, debts or causes of action of whatever nature or character, known or unknown, accrued or unaccrued, arising out of any transaction or event occurring before or contemporaneously with the execution of this Agreement (except for (i) rights and obligations provided for hereunder or under the Asset Purchase Agreement which, by their express terms, are intended to remain in full force and effect after the date hereof, (ii) taxes and duties payable by First Events or any of its Affiliates (including the Companies) to VLI or its Affiliates and (iii) all accounts receivable and payable between First Events or its Affiliates (including the Companies) and VLI or its Affiliates arising out of the ordinary course of business prior to the Closing Date. This Agreement shall constitute a full and final settlement of all contractual relations between the parties (except as contemplated hereby and by the Asset Purchase Agreement). As used herein, the term Affiliate, with respect to any person or entity, shall mean any other person or entity which, directly or indirectly, controls, is controlled by or is under common control with such person or entity. 24.4 First Events shall, in cooperation with VLI, make reasonable endeavors to release each and every Guarantee set out in SCHEDULE 9 and indemnify and hold harmless VLI in full for each and every payment made or to be made by VLI after the Effective Date in respect of any of the Guarantees. ARTICLE 25 - CHOICE OF GOVERNING LAW AND JURISDICTION 25.1 This Agreement shall be governed by and construed in accordance with Netherlands law. 25.2 The Amsterdam district court is to have exclusive jurisdiction to settle any dispute in connection with this Agreement. This jurisdiction agreement is irrevocable. -21- Thus agreed on and signed on 26 October 2000. VARI-LITE INTERNATIONAL, INC. - ----------------------------------- By: Mr. H.R. Brutsche III FIRST EVENTS B.V. - ----------------------------------- ---------------------------------- By: B.V. Odeum By: Histricus B.V. L. de Bruijn Holding B.V. Movet Beheer B.V. Mr. L. de Bruijn Mr. W.J. van der Wind For acceptance of obligations pursuant to sub-Article 7.5 and 7.6: - ---------------------------------- VARI-LITE PRODUCTION SERVICES N.V. By: Mr. H.R. Brutsche -22- SCHEDULES TO THIS AGREEMENT 1. Basic Information with regard to the Companies; 2. Employees; 3. Bank debt and lease debt; 4. Closing arrangements; 5. Fax Liedekerke of July 26, 2000; 6. VLI's Warranties; 7. First Events Warranties; 8. Agreements between VLI or any of its Affiliates and any of the Companies; 9. Guarantees. EX-2.2 3 a2029690zex-2_2.txt EXHIBIT 2.2 ASSET PURCHASE AGREEMENT between VARI-LITE, INC. and FIRST EVENTS B.V. -1- ASSET PURCHASE AGREEMENT THE UNDERSIGNED: 1. VARI-LITE, INC., a corporation organized under the laws of the State of Delaware (hereinafter referred to as: "VLI"), and 2. FIRST EVENTS B.V., a corporation organized under the laws of the Netherlands (hereinafter referred to as: "FIRST EVENTS"); WHEREAS: A. VLI has agreed to sell, and First Events has agreed to purchase, certain of VLI's assets and equipment as specified on SCHEDULE I to this Agreement (hereinafter referred to as: the "ASSETS"); B. VLI has agreed to sell, and First Events has agreed to purchase, the accounts receivable of VLI representing all amounts due and owing by Vari-Lite International Europe B.V., Vari-Lite Production Services SAS, Vari-Lite Production Services N.V. and Vari-Lite Production Services AB to VLI as specified on SCHEDULE II to this Agreement (hereinafter referred to as: the "ACCOUNTS RECEIVABLE"); HAVE AGREED AS FOLLOWS: ARTICLE 1 - SALE AND PURCHASE OF THE ASSETS 1.1 Under the terms and conditions of this Agreement effective as of 30 September 2000 (the "EFFECTIVE DATE"), VLI hereby sells and transfers to First Events, and First Events purchases and accepts from VLI, the Assets, free and clear of any liens, claims and encumbrances. -2- 1.2 Under the terms and conditions of this Agreement, VLI hereby sells and transfers to First Events, and First Events purchases and accepts from VLI, the Accounts Receivable. ARTICLE 2 - PURCHASE PRICE 2.1 The purchase price for the Assets is Euro 3,908,967 (in words: three million ninehundredeightthousand ninehundredsixty-seven) hereinafter referred to as the "PURCHASE PRICE". 2.2 First Events has paid the Purchase Price by wire transfer into the bank account of civil law notary Mrs. C.J. Bosch, registered with the ABN Amro Bank with account number 42.61.79.005 in the name of Stichting Derdengelden Van Schoonhoven In 't Veld inzake notariaat, who shall hold the Purchase Price for First Events until the execution of this Agreement and for VLI after the execution of this Agreement. Mrs. C.J. Bosch shall as soon as practically possible following the execution of this Agreement forward the Purchase Price into account number 00571-297-630-0 with ABN AMRO Bank N.V. in the name of SunTrust Bank - Atlanta with advice "MT-100 for further credit to Vari-Lite International, Inc. Please notify Gail J. Smith at NET 340-7925". ARTICLE 3 - FURTHER ASSURANCES 3.1 After the execution of this Agreement, each party to this Agreement shall execute and deliver such additional documents and take such additional actions as any party or its counsel may reasonably deem to be necessary or advisable in order to consumate the transaction contemplated by this Agreement and to vest in First Events good and indefeasible title to the Assets and to comply with the purposes and intent of this Agreement. ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF VLI 4.1 VLI represents and warrants that the following are true and correct at the date of this Agreement (the "VLI WARRANTIES"): -3- a. VLI has full power and authority (corporate and other) to execute, deliver and perform its obligations under this Agreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly authorized by VLI. This Agreement has been duly executed and delivered by VLI and constitutes the legal, valid and binding obligation of VLI enforceable in accordance with its terms. b. VLI owns the Assets, free and clear of all liens, claims and encumbrances. Upon consummation of the transactions contemplated by this Agreement, First Events shall receive good, valid and marketable title to the Assets, free and clear of all liens, claims and encumbrances. c. Prior to the execution of this Agreement, the Assets have been serviced and maintained consistently based upon VLI's past practices. ARTICLE 5 - DISCLAIMER OF WARRANTIES 5.1 Without limiting the representations and warranties contained in Sub-Article 4.1 of this Agreement, First Events acknowledges that all Assets and Additional Equipment (as hereinafter defined) are being sold "as is where is" (in Dutch: "IN DE STAAT WAARIN, EN DAAR WAAR, ZIJ ZICH BEVINDEN"). ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF FIRST EVENTS 6.1 First Events represents and warrants that the following are true and correct at the date of this Agreement (the "FIRST EVENTS WARRANTIES"): a. First Events has full power and authority (corporate and other) to execute, deliver and perform its obligations under this Agreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly authorized by First Events. This Agreement has been duly executed and delivered by First Events and constitutes the legal, valid and binding obligation of First Events enforceable in accordance with its terms. -4- ARTICLE 7 - BREACH OF WARRANTIES 7.1 In the event of a breach of any of the VLI Warranties or First Events Warranties (hereinafter: a "BREACH") the party in breach (the "PARTY IN BREACH") shall, subject to the provisions of this Article, with due respect to the other provisions of this Agreement, indemnify and hold harmless the other party and all of its Affiliates (the "INDEMNIFIABLE PARTY") for any and all damage as a result of any such Breach, however only if and in so far as the Indemnifiable Party has done all things reasonable from the date of this Agreement to prevent and minimize damage. As used herein, the term Affiliate, with respect to any person or entity, shall mean any other person or entity which, directly or indirectly, controls, is controlled by or in under common control with such other person or entity. 7.2 The Party in Breach shall only be liable if and to the extent that the damage in the aggregate for all claims, including those pursuant to Article 10 - of the Share Purchase Agreement between Vari-Lite International, Inc. and First Events of even date herewith (hereinafter "the Share Purchase Agreement") exceeds an amount of Euro 100,000 (in words: one hundred thousand Euro). If the damage exceeds an amount of Euro 100,000 (in words: one hundred thousand Euro), the Party in Breach shall be liable for the full amount of the damages and not only for the excess amount. 7.3 The liability of the Party in Breach (including in the case of VLI the liability of Vari-Lite International, Inc. resulting from Breaches as defined in sub-Article 10.3 of the Share Purchase Agreement) resulting from Breaches shall not exceed EURO 4,500,000 (in words: four million five hundred thousand Euro). 7.4 The liability of the Party in Breach shall only apply to Breaches about which the Party in Breach received written notice from the Indemnifiable Party within 18 months after the Effective Date. 7.5 If the Indemnifiable Party becomes aware of any matter which will result in the Party in Breach being liable pursuant to this Article 7, the Indemnifiable Party shall inform the Party in Breach thereof within 20 days or such earlier time as may be necessary or appropriate to ensure that the Party in Breach has full opportunity to remedy such Breach without prejudice, stating the nature of the matter and the damage expected or sustained. Failure to notify the Party in Breach within such time shall relieve the Party in Breach of any liability under this Article 7. -5- 7.6 If a Breach is the result of - or is connected with - a liability vis-a-vis or in dispute with a third party, the Indemnifiable Party shall ensure that: a. the Indemnifiable Party, at the request and on the instructions of Party in Breach shall do everything (or, as the case may be, refrain therefrom), to conduct a defense against, or to negotiate about the claim concerned and to minimize the damage which may arise from such claim; b. in connection with the defense referred to under (a) to the extent allowed by applicable laws the Indemnifiable Party shall only engage advisors after consultation of the Party in Breach, or give to the Party in Breach power of attorney to act in and out of court as the agent of the Indemnifiable Party; c. the Party in Breach shall have the right to compromise or defend, at its own expense and by its own counsel, any such dispute. The opportunity to compromise or defend, as herein provided, shall be a condition precedent to any liability of the Party in Breach under the provisions of this Article. If the Party in Breach shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnifiable Party in writing of its intentions to do so. The Indemnifiable Party shall cooperate with the Party in Breach or its counsel in the defense against any such asserted liability and in any compromise thereof. Such cooperation shall include furnishing the Party in Breach with any books, records or information reasonably requested by it. After the Party in Breach has notified the Indemnifiable Party of its intention to undertake to compromise or defend any such asserted liability, the Party in Breach shall not be liable for any additional legal expenses incurred by the Indemnifiable Party. If the Party in Breach shall desire to settle any such asserted liability and the Indemnifiable Party shall refuse to consent to such compromise, then the Party in Breach's liability shall be limited to the amounts so offered in compromise; provided, however, that such proposed settlement involves only the payment of money. No compromise or settlement of such claims may be effected by the Party in Breach without the Indemnifiable Party's consent, which consent shall not be unreasonably withheld or delayed, unless (1) there is no finding or admission of any violation of applicable law or legal requirement or any violation of the rights of any person or entity and no effect on any other claims may be made against members of the Indemnifiable Party and (2) the sole relief provided is monetary damages that are paid in full by the Party in Breach. The Party in Breach shall -6- have no liability with respect to any compromise or settlement of such claims effected without the Party in Breach's consent. ARTICLE 8 - EFFECT OF INSURANCE, TAX AND PROVISIONS ON LOSSES AND DAMAGES 8.1 For the purpose of determining the damages incurred by the Indemnifiable Party for which the Party in Breach shall be liable pursuant to this Agreement, such damages shall be reduced by (and, if already paid for by the Party in Breach, repaid by the Indemnifiable Party to the Party in Breach): a. the amount of all insurance proceeds recovered by the Indemnifiable Party with respect to such damages; plus b. all amounts other than insurance proceeds received by the Indemnifiable Party from third parties, whether pursuant to counter claims or otherwise with respect to such damages; plus c. tax refunds or reductions, which are a result of the fact or complex of facts on which the claim for compensation of damages is based, available to the Indemnifiable Party with respect to such damages. The Indemnifiable Party shall at all times use its best efforts to mitigate damages as a result of a Breach. ARTICLE 9 - ADDITIONAL EQUIPMENT 9.1 For a two-year period commencing as of the Effective Date, First Events may purchase from VLI for its own use (rental and resale) the fully-loaded refurbished used equipment listed on SCHEDULE III hereto (the "ADDITIONAL EQUIPMENT"), provided that the Additional Equipment is available for sale by VLI at such time as First Events submits a purchase order for any such purchase. The per unit purchase prices for the Additional Equipment are set forth in Schedule III and shall be payable by wire transfer before the time of delivery, in immediately available funds, in U.S. dollars, or, if VLI so agrees, by delivery of an irrevocable, standby letter of credit in U.S. dollars prior to the time of delivery. VLI shall be obligated to deliver the Additional Equipment to First -7- Events not sooner than three months from the date VLI receives a written purchase order from First Events. Risk of loss of the Additional Equipment shall be borne by First Events upon delivery of the Additional Equipment by VLI to a common carrier retained by First Events. VLI shall use its best efforts to deliver the Additional Equipment at its London, England office. All taxes, customs duties, shipping, insurance and similar expenses shall be borne by First Events. As used herein, "fully-loaded" means the specific model of luminaire in question, together with its ancillary or associated equipment as described in Schedule III; provided, however, that any item or unit of ancillary or associated equipment shall be required to be delivered with the applicable luminaire only if the product of (a) the number of that model of luminaire being delivered, together with any luminaires of that same model which were previously delivered without ancillary or associated equipment, multiplied by (b) the fraction listed in the column entitled "QTY" on Schedule III equals more than 0.5. ARTICLE 10 - SPARE PARTS, UPGRADES AND RETROFITS 10.1 For a period of five years from the Effective Date, VLI or its designated Affiliate shall subject to availability sell to the First Events Group (as defined in the Share Purchase Agreement), and the First Events Group shall purchase from VLI or its designated Affiliate, or its designated Affiliate, all spare parts required for the "VARI*LITE-Registered Trademark-" equipment owned by the First Events Group. The purchase price shall be based on the then-current published authorized dealer prices, and shall be payable within 30 days of the date of shipment or such other terms as established by VLI from time to time and applicable to VLI's dealers generally. 10.2 For a period of five years from the Effective Date, if VLI (i) fails to provide spare parts to the First Events Group under the terms of this Agreement within five months from the order date, or (ii) is declared bankrupt or insolvent by a court of competent jurisdiction, the First Events Group shall, as its sole remedy for VLI's failure to comply with Sub-Article 10.1 have the right to demand VLI's working drawings and list of suppliers to enable the First Events Group to procure other sources for such spare parts. Upon such demand, VLI must, within 10 business days, deliver the aforementioned working drawings and list of suppliers to First Events Group at First Events Groups' headquarters or such other place as First Events Group may designate in writing. -8- 10.3 For a period of five years from the Effective Date, the First Events Group shall be either entitled to purchase or entitled to receive without charge from VLI all upgrades (including software upgrades) and retrofits to the "VARI*LITE-Registered Trademark-" equipment owned by the First Events Group, all on the same terms and conditions VLI generally offers to its unaffiliated authorized dealers. 10.4 For a period of five years from the Effective Date, VLI shall provide the First Events Group access to all of VLI's technical data which is necessary to repair or maintain or service the "VARI*LITE-Registered Trademark-" equipment on a basis consistent with the provision of such information to VLI's dealers generally. ARTICLE 11 - PAST DUE PAYMENTS 11.1 If First Events fails to pay any amount due to VLI in respect of purchases of spare parts, upgrades, retrofits or Additional Equipment and fails to remedy such late payment within 30 days from having received written notice of default: a. such past due payment shall accrue interest at a rate of 18% per annum, and b. the rights and obligations pursuant to Articles 9, 10 and 12 of this Agreement shall terminate and have no further effect. ARTICLE 12 - USE OF NAME 12.1 Immediately after the Closing, First Events shall cause each and every company within the First Events Group to cease using and conducting business under, and none of the First Events Group companies shall use or conduct business under, any name including the word "Vari-Lite," Vari-Lite Production Services," "VLPS" or any derivation thereof or name deceptively similar thereto, and shall, upon demand from time to time, provide VLI proof of compliance with this Article 12. Notwithstanding the foregoing, VLI hereby grants the First Events Group a personal, limited, non-exclusive, non-transferable license to use the name and logo "VARI*LITE-Registered Trademark-" (the "MARK"), only insofar as the Mark relates to equipment manufactured by VLI and owned by First Events, and only in a manner approved by VLI in writing, and on the following terms and conditions: -9- a. VLI owns all rights to the Mark and First Events Group's use of the Mark shall inure entirely to the benefit of VLI. First Events Group shall have no right, title or interest in or to the Mark. b. First Events Group shall not, nor cause, permit or suffer any other person or entity to, change, deface, alter, remove or obscure from view any identifying mark on equipment manufactured by VLI, including, the Mark, the CE mark, any patent numbers, trade names, trademarks, notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any equipment, containers or packages. c. First Events Group shall not hold out or otherwise use the Mark to perform any activity outside the scope of this Agreement or any other agreement entered into or to be entered into by First Events and VLI. First Events shall not use any trademark or trade name identical or confusingly similar to the Mark. d. First Events acknowledges receipt of the "style guide" prepared by VLI with respect to uses of the VLI Marks. First Events shall, and shall cause the First Events Group to, use the VLI Marks only in the forms prescribed by the "style guide," as it may be revised from time to time by VLI, and all uses of the VLI Marks by First Events Group shall include any copyright or trademark notices that VLI deems advisable or as required by applicable law. e. VLI shall have the right, but not the obligation, to review all uses by First Events Group of the VLI Marks at any time, and upon termination of the ownership by the Companies of equipment manufactured by VLI, all licenses and rights of First Events Group to use the VLI Marks shall lapse and First Events Group shall cease all use of the VLI Marks. 12.2 Notwithstanding the above, the Companies shall be allowed to use "VLPS" as a trade name for six months following the Closing Date. ARTICLE 13 - REMEDIES AND WAIVERS 13.1 With due regard to Article 7 of this Agreement, no delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it, shall: -10- a. affect that right, power or remedy; or b. operate as a waiver of it. 13.2 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. 13.3 The rights, power and remedies provided in this Agreement are the exclusive rights, powers and remedies provided to the parties. ARTICLE 14 - ASSIGNMENT 14.1 Neither of the parties may assign or agree to assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be withheld or delayed unreasonably. 14.2 Notwithstanding Sub-Article 14.1, First Events may assign its rights and obligations (including the right to receive the Assets) under this Agreement without the prior written consent of VLI, to any member of the First Events Group designated by First Events to accept such rights and obligations; provided, however, that First Events shall guarantee the performance by the assignee. ARTICLE 15 - ENTIRE AGREEMENT 15.1 This Agreement constitutes the whole and only agreement between the parties relating to the sale and purchase of the Assets under this Agreement. ARTICLE 16 - NOTICES 16.1 Any notices or other communication under this Agreement shall only be effective if it is in writing. 16.2 No notice or other communication given or made under this Agreement may be withdrawn or revoked. -11- 16.3 Any notice or communication given or made under this Agreement shall be addressed as provided in Sub-Article 16.5 and, if so addressed, shall, in the absence of earlier receipt, be deemed to have been duly given or made as follows: a. if sent by personal delivery, on delivery at the address of the relevant party; b. if sent by express courier, three business days after the date of posting; and c. if sent by facsimile, with a copy sent by personal delivery or post, when dispatched. 16.4 Any notice or other communication given or made, or deemed to have been given or made, outside working hours will be deemed not to have been given or made until the start of the next period of working hours. 16.5 The relevant notice details are: ------------------------------------------------------------------------- VLI: Vari-Lite International, Inc. ------------------------------------------------------------------------- Attention: H.R. Brutsche III ------------------------------------------------------------------------- 201 Regal Row, Dallas, Texas 75247 USA ------------------------------------------------------------------------- tel.: 001 214 819 31 44 ------------------------------------------------------------------------- fax: 001 214 819 32 47 ------------------------------------------------------------------------- WITH A COPY TO: ------------------------------------------------------------------------- Nauta Dutilh Attention: Mr. G.W. Kernkamp ------------------------------------------------------------------------- P.O. Box 7113 1007 JC Amsterdam the Netherlands ------------------------------------------------------------------------- tel.: 00 31 20 541 46 46 ------------------------------------------------------------------------- fax: 00 31 20 661 28 27 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Gardere & Wynne, L.L.P. Attention: Mr. A. Perkins ------------------------------------------------------------------------- 1601 Elm Street Suite 3000 Dallas, Texas, 75201 ------------------------------------------------------------------------- -12- ------------------------------------------------------------------------- USA ------------------------------------------------------------------------- tel.: 001 214 999 4683 ------------------------------------------------------------------------- fax.: 001 214 999 3683 ------------------------------------------------------------------------- ------------------------------------------------------------------------- FIRST EVENTS: First Events International B.V. ------------------------------------------------------------------------- Attention: ------------------------------------------------------------------------- [address] ------------------------------------------------------------------------- tel.: ------------------------------------------------------------------------- fax: ------------------------------------------------------------------------- WITH A COPY TO: ------------------------------------------------------------------------- Van Schoonhoven In't Veld Attention: Mr. M.R. van Schooten ------------------------------------------------------------------------- P.O. Box 75999 1070 AZ Amsterdam the Netherlands ------------------------------------------------------------------------- tel.: (+31) (0)20 - 679 69 69 ------------------------------------------------------------------------- fax: (+31) (0)20 - 676 43 39 ------------------------------------------------------------------------- 16.6 A party may notify the other party of a change to its notice details. The notifications shall only be effective on: a. any effective date specified in the notification; or b. if no date is specified or the date specified is less than five business days after the date when the notification is received, the date following five business days after the notification has been received. ARTICLE 17 - ANNOUNCEMENTS 17.1 Subject to Sub-Article 17.2, no announcement concerning this Agreement shall be made by a party without the prior written consent of the other party, which consent shall not be withheld or delayed unreasonably. 17.2 Either party may make an announcement concerning this Agreement if required by: -13- a. the law of any relevant jurisdiction; or b. any securities exchange or regulatory or governmental body to which either party is subject or submits, wherever situated, including Nasdaq. ARTICLE 18 - CONFIDENTIALITY 18.1 Subject to Sub-Article 18.2, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. 18.2 Either party may disclose information which would otherwise be confidential if and to the extent: a. required by law of any jurisdiction; b. required by any securities exchange or regulatory or governmental body to which either party is subject or submits, wherever situated, including Nasdaq, whether or not the requirement for information has the force of law; c. it is disclosed to the professional advisors, auditors or bankers of that party (subject to duties of confidentiality); d. the information has come into the public domain through no fault of that party; or e. the other party has given its prior written consent to the disclosure, such consent not be withheld or delayed unreasonably. ARTICLE 19 - COSTS AND EXPENSES 19.1 Save as otherwise stated in any other provision of this Agreement, each party shall pay its own costs and expenses in relation to the negotiations leading up to the sale of the Assets, and to the preparation, execution and carrying into effect to this Agreement and all other documents referred to in it. 19.2 Notwithstanding Article 19.1, any taxes, fees, stamp duties and charges and registration fees payable in connection with this Agreement and the implementation thereof shall be borne by First Events. -14- ARTICLE 20 - COUNTERPARTS 20.1 This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts together constitute but one and the same instrument. ARTICLE 21 - INVALIDITY 21.1 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair: a. the legality, validity or enforceability in that jurisdiction of any other provisions of this Agreement; or b. the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. ARTICLE 22 - LANGUAGE 22.1 Each notice, demand, request, statement, instrument, certificate or other communication given, delivered or made by one party or another under or in connection with this Agreement shall be in English. ARTICLE 23 - MISCELLANEOUS 23.1 Parties waive their rights, if any, to annul, resent or dissolve, including: "ONTBINDING" and "VERNIETIGING" of this Agreement. -15- ARTICLE 24 - CHOICE OF GOVERNING LAW AND JURISDICTION 24.1 This Agreement shall be governed by and construed in accordance with Netherlands law. 24.2 The Amsterdam court is to have exclusive jurisdiction to settle any dispute in connection with this Agreement. This jurisdiction agreement is irrevocable. Thus agreed on and signed on 26 October 2000. VARI-LITE, INC. - ------------------------------------- By: Mr. H.R. Brutsche III FIRST EVENTS B.V. - ------------------------------------- ------------------------------- By: B.V. Odeum By: Histricus B.V. L. de Bruijn Holding B.V. Movet Beheer B.V. Mr. L. de Bruijn Mr. W.J. van der Wind -16- SCHEDULES TO THIS AGREEMENT I. Assets II. Accounts Receivable III. Additional Equipment EX-99.1 4 a2029690zex-99_1.txt EXHIBIT 99.1 [VARI-LITE LOGO] NEWS RELEASE - ------------ For Immediate Publication VARI-LITE INTERNATIONAL, INC. ANNOUNCES AGREEMENT TO SELL OPERATIONS IN BELGIUM, THE NETHERLANDS, FRANCE AND SWEDEN DALLAS, TX /Amsterdam (The Netherlands) - July 25, 2000 - Vari-Lite International, Inc. (Nasdaq: LITE) announced today that it has entered into a letter of intent to sell its operations in Belgium, the Netherlands, France and Sweden to an investment company which owns Focus Showequipment B.V. in Amsterdam. "The sale of our continental European operations will allow the company to focus its attention on the development, manufacture and sale of its VARI*LITE-Registered Trademark- automated lighting systems and continued operation of our rental and production services offices in North America, Asia and London," said Rusty Brutsche, chief executive officer of the company. The purchaser's strategy will build on the reputation of both Focus Showequipment (Amsterdam) and EML (Brussels/Utrecht), both leading production services companies in the Benelux, serving the various segments of the entertainment industry (theatre, concerts, broadcast, film, corporate events and conferences). Together with operations built by Vari-Lite in France and Sweden, the purchaser intends to develop a branded international network of professional organizations in Northern and Western Europe. The cooperation between the different operations and the combination of knowledge, experience and equipment will allow the purchaser to best serve its local and European customers. All companies owned by the purchaser will be authorized VARI*LITE-Registered Trademark- dealers. In the Netherlands, in the course of the year, the operations of Vari-Lite Production Services - Amsterdam/EML will be integrated with the operations of Focus Showequipment in Amsterdam. The sale is subject to various conditions, but is scheduled to be completed in September 2000. Vari-Lite International is a leading worldwide designer, manufacturer and distributor of proprietary automated lighting systems. The company also provides related equipment and services to the entertainment industry, serving markets such as concert touring, theater, television and film and corporate events. The company sells and rents its VARI*LITE-Registered Trademark- automated lighting systems through a domestic and international network of Vari-Lite offices and independent dealers. Vari-Lite International, Inc. shares are traded on the Nasdaq National Market under the symbol LITE. The foregoing paragraphs contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These expectations may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed in the Company's Securities and Exchange Commission filings. FOR FURTHER INFORMATION CONTACT: - -------------------------------- For the Sellers: For the Purchasers: VARI-LITE INTERNATIONAL, INC. SEVEN OAKS JERRY L. TROJAN HANS VAN DER WIND VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER Vari-Lite International, Inc. 201 Regal Row Dallas, Texas 75247 phone 214.630.1963 fax 214.630.5867 214-819-3244 +31 (0)20 3116740 Problems with transmission, please call 214.630.1963 EX-99.2 5 a2029690zex-99_2.txt EXHIBIT 99.2 [VARI-LITE LOGO] NEWS RELEASE - ------------ For Immediate Publication VARI-LITE INTERNATIONAL, INC. ANNOUNCES EXTENTION OF AGREEMENT TO SELL BELGIUM, HOLLAND, FRENCH AND SWEDISH OPERATIONS DALLAS, TX - October 3, 2000 - Vari-Lite International, Inc. (Nasdaq: LITE) announced today the extension of the letter of intent to sell its Belgium, Holland, French and Swedish operations to First Events B.V. Under the terms of the revised letter of intent, the sale is subject to various conditions but is scheduled to be completed by Oct. 31, 2000. ABOUT VARI-LITE INTERNATIONAL Vari-Lite International is a leading worldwide designer, manufacturer and distributor of proprietary automated lighting systems. The Company also provides related equipment and services to the entertainment industry, serving markets such as concert touring, theater, television and film and corporate events. The Company sells and rents its VARI*LITE-Registered Trademark- automated lighting systems through a domestic and international network of Vari-Lite offices and independent dealers. Vari-Lite International, Inc. shares are traded on the Nasdaq National Market under the symbol LITE. The foregoing paragraphs contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These expectations may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed in the Company's Securities and Exchange Commission filings. FOR FURTHER INFORMATION CONTACT: - -------------------------------- JERRY L. TROJAN VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER 214-819-3244 Vari-Lite International, Inc. 201 Regal Row Dallas, Texas 75247 phone 214.630.1963 fax 214.630.5867 EX-99.3 6 a2029690zex-99_3.txt EXHIBIT 99.3 [VARI-LITE LOGO] NEWS RELEASE - ------------ For Immediate Publication VARI-LITE INTERNATIONAL COMPLETES SALE OF OPERATIONS IN BELGIUM, THE NETHERLANDS, FRANCE AND SWEDEN DALLAS, Texas/Amsterdam (The Netherlands) - October 30, 2000 - Vari-Lite International, Inc. (Nasdaq: LITE) announced today the completed sale of its operations in Belgium, the Netherlands, France and Sweden to First Events B.V., an investment company that owns Focus Showequipment B.V. in Amsterdam. "We are pleased to have completed the sale of our continental European operations, which will allow the company to focus its attention on the development, manufacture and sale of its VARI*LITE-Registered Trademark- automated lighting systems and continued operation of rental and production services operations in North America, Asia and London," said Rusty Brutsche, chairman and chief executive officer of Vari-Lite. "We look forward to our new relationship with First Events, including our former offices, as they continue to rent VARI*LITE automated lighting systems throughout Europe and act as an authorized dealer of VARI*LITE products in Benelux, France and Sweden." The purchasers' strategy will build on the reputation of Focus Showequipment (Amsterdam) and EML (Brussels/Utrecht), which was acquired in the transaction. Both companies are leading production services companies in the Benelux, serving various segments of the entertainment industry including theatre, concerts, broadcast, film and corporate events. Together with operations built by Vari-Lite in France and Sweden, First Events intends to develop a branded international network of strong local professional full service organizations, active in rental and sale of light, sound and projection equipment in Northern and Western Europe. ABOUT VARI-LITE INTERNATIONAL Vari-Lite International is a leading worldwide designer, manufacturer and distributor of proprietary automated lighting systems. The Company also provides related equipment and services to the entertainment industry, serving markets such as concert touring, theater, television and film and corporate events. The Company sells and rents its VARI*LITE-Registered Trademark- automated lighting systems through a domestic and international network of Vari-Lite offices and independent dealers. Vari-Lite International, Inc. shares are traded on the Nasdaq National Market under the symbol LITE. -- more -- Vari-Lite International, Inc. 201 Regal Row Dallas, Texas 75247 phone 214.630.1963 fax 214.630.5867 [VARI-LITE LOGO] NEWS RELEASE - ------------ Page 2 The foregoing paragraphs contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These expectations may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed in the Company's Securities and Exchange Commission filings. FOR FURTHER INFORMATION CONTACT: - -------------------------------- VARI-LITE INTERNATIONAL, INC. FIRST EVENTS B.V. JERRY L. TROJAN HANS VAN DER WIND VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER +31 (0) 20 3116740 214-819-3244 -----END PRIVACY-ENHANCED MESSAGE-----