-----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, FhhVtHX6iTL8OxlsevT/RjzIwtrfEbrkzTwcd2PKnHiRohVkrPP8YFjBxjWFNfBW lPRAulpS+qdaN4KpoLMaXA== 0000950127-97-000005.txt : 19970110 0000950127-97-000005.hdr.sgml : 19970110 ACCESSION NUMBER: 0000950127-97-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970109 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTA FOOD INGREDIENTS INC /DE CENTRAL INDEX KEY: 0000883326 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 043117634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42318 FILM NUMBER: 97503229 BUSINESS ADDRESS: STREET 1: 25 WIGGINS AVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172765100 MAIL ADDRESS: STREET 1: 25 WIGGINS AVENUE CITY: BEDFORD STATE: MA ZIP: 01730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPAGNIE FINANCIERE DE PARIBAS CENTRAL INDEX KEY: 0000814413 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5 RUE DANTIN CITY: 75002 PARIS FRANCE STATE: I0 ZIP: 75002 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ SCHEDULE 13D Under the Securities Exchange Act of 1934 Opta Food Ingredients, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 68381N 10 5 (CUSIP Number) Mr. Henry Lagarde with copies to: Nouvelle Holding John M. Reiss, Esq. Guyomarc'h S.A. White & Case 14 rue Lafayette 75009 1155 Avenue of the Paris, France Americas (33) 1 48 01 98 50 New York, NY 10036 212-819-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1996 ____________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). ____________ SCHEDULE 13D CUSIP 68381N 10 5 1 NAME OF REPORTING PERSON Nouvelle Holding Guyomarc'h S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) (X) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( ) PURSUANT TO ITEMS 2(d) or 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 1,386,674 (see discussion in Items 4 & 5) REPORTING PERSON WITH 8 SHARED VOTING POWER 0 (see discussion in Items 4 & 5) 9 SOLE DISPOSITIVE POWER 1,386,674 (see discussion in Items 4 & 5) 10 SHARED DISPOSITIVE POWER 0 (see discussion in Items 4 & 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,386,674 (see discussion in Items 4 & 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7%(see discussion in Items 4 & 5) 14 TYPE OF REPORTING PERSON HC
SCHEDULE 13D CUSIP 68381N 10 5 1 NAME OF REPORTING PERSON Compagnie Financiere de Paribas 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) (X) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( ) PURSUANT TO ITEMS 2(d) or 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 1,386,674 (see discussion in Items 4&5) REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,386,674 (see discussion in Items 4&5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,386,674 (see discussion in Items 4&5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% (see discussion in Items 4&5) 14 TYPE OF REPORTING PERSON HC Compagnie Financiere de Paribas expressly disclaims any beneficial ownership of shares of Opta Food Ingredients, Inc.
SCHEDULE 13D OPTA FOOD INGREDIENTS, INC. ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, $.01 par value per share (the "Common Stock") of Opta Food Ingredients, Inc., a Delaware corporation (the "Company"), the principal executive offices of which are located at 25 Wiggins Avenue, Bedford, Massachusetts 01730. ITEM 2. IDENTITY AND BACKGROUND This statement on Schedule 13D is being filed by (i) Nouvelle Holding Guyomarc'h S.A. ("Nouvelle"), a societe anonyme incorporated in Paris, under the laws of the Republic of France and (ii) Compagnie Financiere de Paribas ("Paribas"), a diversified holding company organized under the laws of the Republic of France which maintains holdings in a number of jurisdictions. Nouvelle and Paribas are hereinafter sometimes collectively referred to as the "Reporting Persons." Nouvelle, approximately 95% of the capital stock of which is held by Paribas, is a holding company used by Paribas to hold investments in the food sector. The address of Nouvelle's principal business and of its principal office is 14 rue Lafayette 75009, Paris, France. Paribas holds operating subsidiaries that engage in a wide variety of banking, financial services, manufacturing, trading, development and related activities. The principal office address of Paribas is 3, rue d'Antin, Paris, France. The attached Schedule I is a list of the executive officers and directors of Nouvelle and Paribas, which contains the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) place of citizenship. During the last five years, neither Nouvelle, Paribas nor, to the best of Nouvelle's or Paribas' knowledge, any person named on Schedule I hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Between October 7, 1996 and December 23, 1996, Nouvelle used working capital to purchase 531,900 shares of common stock of the Company in a series of open market purchases for an aggregate purchase price of $3,826,608.57 (including brokerage commissions). Nouvelle entered into a Securities Purchase Agreement, dated as of December 30, 1996 with Pfizer, Inc. ("Pfizer"), (the "Securities Purchase Agreement") pursuant to which Nouvelle purchased 854,774 shares of common stock of the Company from its working capital for $8.50 per share. ITEM 4. PURPOSE OF THE TRANSACTION The shares, the ownership of which is reported hereby, were acquired for investment purposes. The Reporting Persons reserve the right from time to time to acquire additional shares, or to dispose of some or all of their shares. The Reporting Persons may from time to time discuss with management of the Company various ideas with a view to enhancing the value of the shares. Furthermore, Nouvelle has entered into an agreement dated as of December 30, 1996 with the Company (the "Opta Agreement"), pursuant to which (i) Nouvelle has the right to have a designee (the "Designee") appointed to the Board of Directors of the Company until the next annual meeting of shareholders (by means which may include, among other things, expansion of the Board of Directors) and (ii) the Board of Directors of the Company will nominate the Designee for election in connection with the next election of Directors. Pursuant to the Opta Agreement, the Company's obligation to maintain the Designee as Director of the Company is limited to one year. However, Nouvelle would expect the Designee to continue as a member of the Board of Directors of the Company so long as Nouvelle continues to own a material amount of Shares. Except as set forth above, neither of the Reporting Persons nor any of the persons set forth in Schedule I has any plan or proposal which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of the General Instructions for Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Based upon the outstanding number of shares set forth in the Company's Form 10-Q for the fiscal quarter ended September 30, 1996 (filed by the Company with the Securities and Exchange Commission on November 8, 1996) Paribas' beneficial ownership of 1,386,674 shares of Common Stock constitutes beneficial ownership of 12.7% of the total number of shares of outstanding Common Stock. (b) Paribas, acting through its subsidiary Nouvelle, has the sole power to vote or to direct the vote of, and sole power to dispose or direct the disposition of, 1,386,674 shares of Common Stock of the Company purchased in the open market and pursuant to the Securities Purchase Agreement. (c) During the past sixty days, neither Nouvelle, Paribas nor, to the best knowledge of Nouvelle or Paribas, any of the persons set forth on Schedule I, has effected any transactions in shares of Common Stock except pursuant to the Securities Purchase Agreement and the purchases listed in Item 3 hereof.
Purchaser Date Number of Share Price Where How Shares Nouvelle 12/19/96 59,000 5.654 NASDAQ Open Market Nouvelle 12/20/96 75,500 5.380 NASDAQ Open Market Nouvelle 12/23/96 65,500 5.5243 NASDAQ Open Market
(d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Securities Purchase Agreement. Pfizer and Nouvelle entered into a Securities Purchase Agreement, dated as of December 30, 1996. Subject to the terms and conditions set forth therein, Pfizer sold to Nouvelle and Nouvelle purchased from Pfizer, 854,774 shares of Common Stock of the Company, $.01 par value at a purchase price of $8.50 per share. Opta Agreement. The Company and Nouvelle entered into the Opta Agreement dated as of December 30, 1996. Subject to the terms and conditions set forth therein, the Company agreed in the Opta Agreement to appoint the Designee selected by Nouvelle to the Board of Directors of the Company until the next annual meeting of shareholders. The Company further agreed to nominate and solicit proxies for the Designee as a director in connection with the next election of directors. Pursuant to the Opta Agreement, the Company's obligation to maintain the Designee as Director of the Company is limited to one year. However, Nouvelle would expect the Designee to continue as a member of the Board of Directors of the Company so long as Nouvelle continues to own a material amount of Shares. Nouvelle agreed that for a period of one year after the date of the Opta Agreement it would not and it would cause its subsidiaries to not (i) acquire securities which would result in Nouvelle beneficially owning more than 15% of the Company's outstanding common stock in the aggregate and (ii) solicit proxies from shareholders of the Company. Except as described in Items 3 and 4 above and in this Item 6, neither Nouvelle, Paribas nor, to the best knowledge of Nouvelle or Paribas, any of the individuals identified in Schedule I has any contract, arrangement, understanding or relationship with any person with respect to any security of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. Description 1 Securities Purchase Agreement, dated as of December 30, 1996, by and between Pfizer and Nouvelle. 2 Opta Agreement, dated December 30, 1996, by and between the Company and Nouvelle. 3 Agreement, dated January 8, 1997, by and between Nouvelle and Compagnie Financiere de Paribas regarding the filing of a single Schedule 13D on behalf of both parties pursuant to Rule 13d-1(f)(1)(iii). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 9, 1996 NOUVELLE HOLDING GUYOMARC'H S.A. By: /s/ H. Lagarde Name: H. Lagarde Title: Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 9, 1996 COMPAGNIE FINANCIERE DE PARIBAS By: /s/ A. D. de Seze Name: A. D. de Seze Title: Member of the Board of Management SCHEDULE I The following tables set forth for the directors and executive officers of Nouvelle Holding Guyomarc'h S.A. and Compagnie Financiere de Paribas (i) the name and citizenship of each such person; (ii) the present principal occupation or employment of each such person; and (iii) the name, principal business and address of any business corporation or other organization in which such occupation or employment is conducted. A. EXECUTIVE OFFICERS AND DIRECTORS OF NOUVELLE HOLDING GUYOMARC'H S.A.
Present principal occupation or employment Name/Position Citizenship and name and business address of employer Henri Lagarde French Chairman and C.E.O. NH Guyomarch, 14 rue Lafayette - 75009 Paris Giles Cosson French Chairman Coparex Thierry Dormeuil French Executive Vice President Banque Paribas, 3 rue d'Antin - 75002 Paris Charles Doux French Chairman and CEO Doux S.A., 29150 Chateulin Jean-Marie Fabre French Executive Vice President Banque Paribas 3, rue d'Antin 75002 Paris, France Rene Gillain French Chairman Zoomarket SA Retired C.E.O. Royal Canin, 34400 Lunel Dominique Megret French Executive Vice President Banque Paribas 3, rue d'Antin 75002 Paris, France Jacques Paquin French Retired C.E.O of S.A.G.AL, 56400 Plumeret Jean-Paul Sabet French Executive Vice President Banque Paribas 3, rue d'Antin 75002 Paris, France Paribas Participation French 41 avenue de l'Opera company 75002 Paris Michel Vermersch French Chairman M.V. Conseil, 56000 Vannes
B. EXECUTIVE OFFICERS AND DIRECTORS OF COMPAGNIE FINANCIERE DE PARIBAS Except as otherwise noted, the address of each such person in this Part C is 5, rue d'Antin, 75002 Paris, France.
Present Principal occupation or employment and name and business Name/Position Citizenship address of employer Michel Francois-Poncet/ French President of Supervisory Board President of Supervisory BANQUE PARIBAS Board 3, rue d'Antin 75002 Paris, France President of Supervisory Board COMPAGNIE FINANCIERE DE PARIBAS Francois Morin/ French Vice President of Supervisory Vice President of Supervisory Board Board COMPAGNIE FINANCIERE DE PARIBAS Evan Baird/Member of United Kingdom President Supervisory Board SCHLUMBERGER 42, rue Saint Dominique, 75007 Paris, France Claude Bebear/Member of French President Supervisory Board AXA 21/23, avenue de Matignon 75008 Paris Enrico Braggiotti/Member of Italian President Supervisory Board COMPAGNIE MONEGASQUE DE BANQUE 23, avenue de la Costa MC 98000 Monaco Paul Desmarais/Member of Canadian Power Corporation of Canada Supervisory Board 751 Victoria Square Montreal, Quebec Canada Jean Gandois/Member of French President, Conseil National de Supervisory Board Patronat Francais 31, avenue Piere 1er de Serbie 75784 Paris Antoine Jeancourt-Galignani/ French President Member of Supervisory Board ASSURANCES GENERALE DE FRANCE 87, rue de Richelieu 75002 Paris Ambroise Roux/Member of French 8, bis rue Marguerite Supervisory Board 75017 Paris Thierry Desmarest/Member of French President Supervisory Board COMPAGNIE FRANCAISE DES PETROLES TOTAL Tour Total 24, Cours Michelet 92080 Puteaux Andre Levy-Lang/ French President of Board of President of Board of Management Management COMPAGNIE FINANCIERE DE PARIBAS President of Board of Management BANQUE PARIBAS 3, rue d'Antin Paris, France Philippe Dulac/ French Member of Board of Member of Board of Management Management COMPAGNIE FINANCIERE DE PARIBAS Member of Board of Management BANQUE PARIBAS 3, rue d'Antin Paris, France Christian Manset/ French Member of Board of Member of Board of Management Management COMPAGNIE FINANCIERE DE PARIBAS Colette Neuville/Member of French Representative of the Minority Supervisory Board Shareholders Association 5, rue Au Lin 98000 Chartres Dennis Kessler/Member of French Societe Francais des Societes Supervisory Board de'Assurances 26, Blvd Haussman 75009 Paris Serge Tchuruk/Member of French Alcatel Alsthom Supervisory Board 54, rue de la Boetie 75381 Paris Francois Henrot/Member of French Chairman of the Board of Board of Management Directors Compagnie Bancaire 5, avenue Kleber 75016 Paris Amaury-Daniel de Seze/ French Member of Board of Member of Board of Management Management COMPAGNIE FINANCIERE DE PARIBAS Member of Board of Management BANQUE PARIBAS 3, rue d'Antin Paris, France
EXHIBIT INDEX Exhibit No. Description 1 Securities Purchase Agreement, dated as of December 30, 1996, by and between Pfizer and Nouvelle. 2 Opta Agreement, dated December 30, 1996, by and between Nouvelle and the Company. 3 Agreement, dated January 8, 1997, by and between Nouvelle and Compagnie Financiere de Paribas regarding the filing of a single Schedule 13D on behalf of both parties pursuant to Rule 13d-1(f)(1)(iii). EX-10 2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT dated as of December 30, 1996 (this "Agreement"), by and between PFIZER, INC., a Delaware corporation (the "Seller") and NOUVELLE HOLDING GUYOMARC'H S.A. (the "Purchaser"). WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the securities described on Schedule I hereto of Opta Food Ingredients, Inc., a Delaware corporation (the "Company") (collectively, and as such numbers of securities may be adjusted pursuant to any stock splits, stock dividends or other similar events prior to the Closing Date as contemplated by Section 9.14, the "Securities"), upon the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the premises and the respective agreements hereinafter set forth, the parties hereto agree as follows: ARTICLE I Definitions "Agreed Interest Rate" means 5.8125%. "Closing" shall have the meaning given to such term in Article IV. "Closing Date" shall have the meaning given to such term in Article IV. "Encumbrances" means liens, security interests, claims, pledges, options, rights of first refusal, charges, security agreements, mortgages or any other encumbrances, restrictions or limitations on use or irregularities in title thereto. "Purchase Price Per Share" means $8.50. "Securities Act" means the Securities Act of 1933, as amended. ARTICLE II Purchase and Sale On the Closing Date, and upon the terms and subject to the conditions herein set forth, the Seller agrees to sell, assign and transfer to the Purchaser, free and clear of all Encumbrances, and the Purchaser hereby agrees to purchase and accept from the Seller, the Securities. On the Closing Date the Seller shall deliver to the Purchaser (against payment of the Purchase Price provided for in Article III) certificates representing the Securities, duly endorsed in blank, or accompanied by stock powers duly executed in blank, in each case with signatures guaranteed. ARTICLE III Purchase Price SECTION 3.01. Purchase Price. On the Closing Date, the Purchaser shall pay to the Seller $7,265,579 ($8.50 x 854,774 shares) (the "Purchase Price"). The Purchase Price shall be paid in immediately available funds by wire transfer. SECTION 3.02. Adjustment to Purchase Price. If within one (1) year of the date hereof, the Purchaser sells any of the Securities for cash at any time during the period beginning after the formal commencement of a tender offer for all of the outstanding shares of the Company or a self tender offer for more than 50% of the outstanding shares of the Company (each, a "Tender Offer") and ending prior to the termination, withdrawal or expiration of such Tender Offer (the "Tender Offer Period"), then the Purchaser shall pay the Seller, out of payments received in respect of such Securities, an amount equal to fifty percent (50%) of the excess of (I) the dollar amount received for all of the Securities sold during the Tender Offer Period, over (II) (a) the Purchase Price Per Share multiplied by the total number of Securities sold during the Tender Offer Period multiplied by the sum of (i) one plus (ii) the quotient obtained by dividing (A) the product of (x) the sum of Agreed Interest Rate plus two percent (2%), multiplied by (y) the number of days the Securities have been held, by (B) 360. ARTICLE IV The Closing SECTION 4.01. Closing Date. Upon the terms and subject to the conditions herein set forth, the purchase and sale provided for herein (the "Closing") shall take place on January 7, 1997, or on such other time and date as shall be fixed by agreement among the parties hereto. The date and time of Closing are herein referred to as the "Closing Date". ARTICLE V Representations and Warranties of the Seller Seller represents and warrants to the Purchaser as follows: SECTION 5.01. Title to Securities. The Seller is the beneficial and record owner of all of the Securities, free and clear of all Encumbrances. The delivery of the Securities to the Purchaser pursuant to the provisions of this Agreement will transfer to the Purchaser valid title thereto, free and clear of all liens and Encumbrances. SECTION 5.02. Authority of the Seller. The Seller has full right, power and authority to sell, transfer and deliver to the Purchaser all of the Seller's right, title and interest in the Securities and to consummate the transactions contemplated herein. This Agreement has been duly and validly executed and delivered by the Seller and is the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. No action, consent or approval by, or filing (except for a Form 144 with respect to certain of the Securities) with, any Federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any other regulatory or self-regulatory body, by reason of authority over the affairs of the Seller, is required to be made by the Seller in connection with the execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereby. SECTION 5.03. No Conflicts; No Violations. None of the execution, delivery or performance of this Agreement by the Seller will (i) conflict with the Seller's organizational documents or result in any breach of any terms or provisions of, or constitute a default under, any contract, agreement or instrument to which the Seller is a party or by which the Seller or its property is bound or (ii) violate any judgment, order, decree, statute, law, rule or regulation applicable to the Seller. SECTION 5.04. Holdings by the Seller. The number of shares of capital stock of the Company held by the Seller, including those not being sold pursuant to this Agreement, the dates of the Seller's purchase of such shares of capital stock of the Company and the corresponding certificate numbers of any shares of capital stock of the Company, as of the date of this Agreement, are set forth in Schedule II hereto. SECTION 5.05. Transferability. Seller acquired certificate no. OF-0066 for 604,774 shares of the Company's common stock on March 11, 1992 and certificate no. OF-0611 for 250,000 shares of such stock on August 11, 1994. The Seller has not been an affiliate (as defined in Rule 144(a)(1) under the Securities Act) of the Company at any time in the last three months. Provided the Purchaser is not a "dealer" as used in Section 4(1) of the Securities Act and is not an affiliate of the Company at the time of the Purchaser's resale of Securities (and for the three month period immediately preceding such resale), then pursuant to Securities Act Rule 144, the Purchaser will not be deemed an "underwriter" of the Securities and therefore, (i) pursuant to subsection (k) of Securities Act Rule 144, the Securities represented by certificate number OF-0066 shall not require registration under the Securities Act in order to be resold in a public offering, (ii) pursuant to subsection (k) of Securities Act Rule 144, the Securities represented by certificate number OF-0611 shall not require registration under the Securities Act in order to be resold in a public offering as of August 11, 1997 and (iii) pursuant to subsection (b) of Securities Act Rule 144, the Securities represented by certificate number OF-0611 shall not require registration under the Securities Act in order to be resold prior to August 11, 1997 if sold in compliance with all of the conditions of Rule 144. In the event that the Purchaser is an affiliate of the Company (or has been an affiliate of the Company at any time during the three month period preceding such sale), the Securities represented by the certificates numbered OF-0066 and OF-0611 shall not require registration under the Securities Act if resold in accordance with the volume limitations and other requirements of Rule 144. ARTICLE VI Representations and Warranties of the Purchaser The Purchaser represents and warrants to the Seller as follows: SECTION 6.01. Authority of the Purchaser. The Purchaser has full right, power and authority to consummate the transactions contemplated herein. This Agreement has been duly and validly executed and delivered by the Purchaser and is the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. No action, consent or approval by, or filing (other than those required under Section 13 of the Securities Exchange Act of 1934) with, any Federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any other regulatory or self-regulatory body, by reason of authority over the affairs of the Purchaser, is required to be made or obtained by the Purchaser in connection with the execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. SECTION 6.02. No Conflicts; No Violations. None of the execution, delivery or performance of this Agreement by the Purchaser will (i) conflict with the Purchaser's organizational documents or result in any breach of any terms or provisions of, or constitute a default under, any contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser or its property is bound or (ii) violate any judgment, order, decree, statute, law, rule or regulation applicable to the Purchaser. ARTICLE VII Conditions Precedent to Obligations of Purchaser Notwithstanding any other provisions of this Agreement, the obligation of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment, prior to or at the date hereof, of each of the following conditions precedent, any of which may be waived by the Purchaser: SECTION 7.01. Accuracy of Representations and Warranties. The representations and warranties of the Seller contained in this Agreement shall, when made and at and as of the date hereof, be true and correct. SECTION 7.02. Performance by the Seller. The Seller shall have duly performed and complied in all material respects with all terms, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing Date. SECTION 7.03. Legal Proceedings. There shall not be any injunction or temporary restraining order granted by any court of competent jurisdiction in effect which restrains, prohibits or invalidates the Purchaser's or the Seller's entry into, or the performance by the Purchaser or the Seller of the transactions contemplated by, this Agreement. SECTION 7.04. Opinion. The Purchaser shall receive from Walter Gangl, counsel to the Seller, an opinion addressed to the Purchaser, dated as of the date hereof, satisfactory in form and substance to the Purchaser. ARTICLE VIII Conditions Precedent to Obligations of the Seller Notwithstanding any other provision of this Agreement, the obligation of the Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment, prior to or at the date hereof, of each of the following conditions precedent, any of which may be waived by the Seller. SECTION 8.01. Accuracy of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall, when made and as of the Closing Date, shall be true and correct. SECTION 8.02. Performance by the Purchaser. The Purchaser shall have duly performed and complied in all material respects with all terms, agreements and conditions required by this Agreement to be performed or complied with by the Purchaser prior to or at the date hereof. SECTION 8.03. Legal Proceedings. There shall not be any injunction or temporary restraining order granted by any court of competent jurisdiction in effect which restrains, prohibits or invalidates the Purchaser's or the Sellers' entry into, or the performance by the Purchaser or the Seller of the transactions contemplated by, this Agreement. ARTICLE IX Miscellaneous SECTION 9.01. Reasonable Efforts; Further Actions. The parties hereto each will use all reasonable efforts to take or cause to be taken all action and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the date hereof, any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Purchaser with good and marketable title to the Securities free and clear of all Encumbrances, the proper officers, directors, partners or duly authorized representatives of each party to this Agreement shall take all such necessary action. SECTION 9.02. Consents. The Purchaser and the Seller will cooperate with each other in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all regulatory bodies and all governmental agencies and authorities and all third parties (including, without limitation, any other stockholders) as may be necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement. SECTION 9.03. Amendment and Waiver; Remedies Cumulative. (a) This Agreement may not be amended or supplemented except by an instrument in writing signed by the Purchaser and the Seller. Any term or provision of this Agreement may be waived, but only in writing by the party which is entitled to the benefit thereof. (b) The rights and remedies of a party under this Agreement shall be cumulative and not exclusive of any rights or remedies which such party would otherwise have hereunder or at law or in equity or by statute, and no failure or delay by such party in exercising any right or remedy shall impair any such right or remedy or operate as a waiver of such right or remedy, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party's rights or privileges hereunder or shall be deemed a waiver of such party's rights to exercise the same at any subsequent time or times hereunder. SECTION 9.04. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument. It shall not be necessary for each party to sign each counterpart so long as every party has signed at least one counterpart. SECTION 9.05. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered personally or sent by registered or certified mail (return receipt requested), postage prepaid, or by telecopy to the parties to this Agreement at the following addresses or at such other address for a party as shall be specified by like notice: If to the Seller, at: Pfizer, Inc. 235 East 42nd Street New York, New York 10017 Attention: Mr. Walter Gangl Telecopy: (212) 573-1853 If to the Purchaser, at: Nouvelle Holding Guyomarc'h S.A. 14 rue Lafayette 75009 Paris, France Attention: Henry Lagarde Telecopy: and to: White & Case 1155 Avenue of the Americas New York, NY 10036 Attention: John Reiss, Esq. Telecopy: (212) 354-8113 All such notices and communications shall be deemed to have been received on the date of delivery, on the date that the telecopy is confirmed as having been received or on the third business day after the mailing thereof, as the case may be. SECTION 9.06. Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party to this Agreement without the prior written consent of the other party, and any attempt to assign any right, remedy, obligation or liability arising hereunder without such consent shall be void. SECTION 9.07. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, written and oral. SECTION 9.08. Binding Effect; Parties in Interest. This Agreement shall be binding upon and incurred to the benefit of the parties to this Agreement and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. SECTION 9.09. Expenses; Attorney Fees. Each of the parties hereto shall pay its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, the fees and expenses of counsel, irrespective of when incurred. Any stamp duty, transfer tax or other similar cost connected with the transfer of the Securities to the Purchaser shall be paid by the Seller. SECTION 9.10. Applicable Law; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to any applicable principles of conflict of laws to the extent that the application of the laws of another jurisdiction would be required thereby. (b) Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation arising out of or relating to this Agreement. Each party (i) certifies that no representative, agent or attorney of another party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth in this Section 9.10. SECTION 9.11. Article and Section Headings. The article, section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. SECTION 9.12. Termination. This Agreement may be terminated at any time prior to the Closing (i) by the mutual consent of the Purchaser and the Seller and (ii) by any party hereto if all of the conditions to the Closing shall not have been fulfilled or waived (other than as a result of a breach of this Agreement by the terminating party) and as a result the Closing Date shall not have occurred on or before January 15, 1997. SECTION 9.13. Specific Enforcement. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof without the necessity of proving actual damage or securing or posting any bond or providing prior notice. SECTION 9.14. Recapitalization, Exchanges, etc., Affecting Securities. The provisions to this Agreement shall apply, to the full extent set forth herein with respect to the Securities, to any and all shares of capital stock of Company or any successor or assign of Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Securities, by reason of any stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise. Upon the occurrence of any such events, amounts hereunder shall be appropriately adjusted if necessary. IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the day and year first above written. PFIZER, INC. By /s/ Frederick W. Telling Name: Frederick W. Telling Title: Vice President NOUVELLE HOLDING GUYOMARC'H S.A. By /s/ H. Lagarde Name: H. Lagarde Title: Chairman Schedule I
Number of Shares Certificate Number Class of Capital Stock Par Value Date 1. 604,774 OF-0066 Common $.01 3-11-92 2. 250,000 OF-0611 Common $.01 8-11-94
Schedule II
Number of Shares Certificate Number Original Purchase Date 604,774 OF-0066 3-11-92 250,000 OF-0611 8-11-94 99,271 OF-1273 8-8-95
EX-10 3 STANDSTILL AGREEMENT AGREEMENT, dated as of December 30, 1996 by and between Opta Food Ingredients, Inc. (the "Company") and Nouvelle Holding Guyomarc'h S.A. (the "Purchaser"). WHEREAS, simultaneously with the execution of this Agreement, the Purchaser has entered into a Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and Pfizer, Inc. ("Pfizer"), pursuant to which, the Purchaser will purchase 854,774 shares of common stock of the Company (the "Shares") from Pfizer (the "Securities Purchase Agreement"); WHEREAS, in connection with the Securities Purchase Agreement, the Purchaser seeks certain representation on the Board of Directors of the Company (the "Board") and the Company seeks to subject the Purchaser to restrictions with respect to its ownership of common stock of the Company, both as hereinafter provided; NOW, THEREFORE, in consideration of the premises and the respective agreements hereinafter set forth, the parties hereto agree as follows: 1. Board Representation. (a) As soon as practicable after January 7, 1997 but in any event no later than January 31, 1997 (the "Appointment Date"), the Company hereby agrees that it will take all necessary action (including without limitation, increasing the number of directors of the Company) to ensure that a person designated by the Purchaser (the "Designee") is appointed to serve on the Board until the next annual meeting of stockholders of the Company. In addition, the Board shall nominate the Designee for election as a director at the next annual meeting of stockholders of the Company to serve until at least one year after the Appointment Date (the "Appointment Term"). The Company agrees to solicit proxies from its stockholders for the Designee and to vote all management proxies in favor of the Designee except for such proxies that specifically indicate to the contrary. (B) If any director of the Company recommended by the Purchaser shall cease to be a director of the Company for any reason whatsoever (except because of the request of Purchaser), the Board shall promptly elect another person recommended by the Purchaser to replace such director for the remaining portion of the Appointment Term. 2. Standstill Provisions (a) For a period of one year after the date hereof, without the prior written consent of the Company, neither the Purchaser nor any of its subsidiaries will: (i) acquire shares of common stock of the Company to the extent that after giving effect to such acquisition, the Purchaser would beneficially own more than 15% of the Company's outstanding shares of common stock; or (ii) solicit proxies from shareholders of the Company. 3. Legends. At the Purchaser's request, the Company shall deliver in substitution for the certificates representing the Shares new certificates free of restrictive Securities Act legends representing the Shares, to the extent the Purchaser has sold the Shares in compliance with Rule 144 or satisfies the conditions of Rule 144(k) and the Purchaser provides to the Company such evidence as the Company may reasonably request as to such facts. Furthermore, the Company hereby agrees that three months after the later of the resignation of the Designee from the Board or the expiration of the Appointment Term and so long as the Purchaser is not otherwise then an affiliate (within the meaning of Rule 144), the Shares represented by certificate number OF-0066 shall be freely transferable without registration under the securities laws, and the Shares represented by certificate number OF-0611 shall, subject to the same condition and assumption, be freely transferable without registration under the securities laws, on August 11, 1997. 4. Specific Enforcement. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto will waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof without the necessity of proving actual damage or securing or posting any bond or providing prior notice. * * * * * IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the day and year first above written. OPTA FOOD INGREDIENTS, INC. By /s/ Lew Paine Name: Lew Paine Title: CEO NOUVELLE HOLDING GUYOMARC'H S.A. By /s/ H. Lagarde Name: H. Lagarde Title: Chairman EX-10 4 JOINT FILING AGREEMENT EXHIBIT 3 JOINT FILING AGREEMENT Pursuant to paragraph (iii) of Rule 13d-1(f) (1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that the statement on Schedule 13D to which this Agreement shall be attached as an exhibit, including all amendments thereto, shall be filed with the Commission on behalf of each of the undersigned. Dated: January 8, 1997 COMPAGNIE FINANCIERE DE PARIBAS By: /s/ A. D. de Seze Name: A. D. de Seze Title: Member of the Board of Management NOUVELLE HOLDING GUYOMARC'H S.A. By: /s/ H. Lagarde Name: H. Lagarde Title: Chairman -----END PRIVACY-ENHANCED MESSAGE-----