-----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, CPB1B2R5HMiXXC4dDdlW6IXn0PIaiPlw6hwrrdDSS5G4aYZuFC94v1INLx3Fi7Vs mtqKWxjkvEfzPlslvEHRmw== 0000927016-97-002764.txt : 19971030 0000927016-97-002764.hdr.sgml : 19971030 ACCESSION NUMBER: 0000927016-97-002764 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 19971029 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRAMAX PRODUCTS INC /DE/ CENTRAL INDEX KEY: 0000818467 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 061200464 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4 SEC ACT: SEC FILE NUMBER: 005-41183 FILM NUMBER: 97702882 BUSINESS ADDRESS: STREET 1: 9 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 BUSINESS PHONE: 5082831800 MAIL ADDRESS: STREET 1: 9 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRAMAX PRODUCTS INC /DE/ CENTRAL INDEX KEY: 0000818467 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 061200464 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4 BUSINESS ADDRESS: STREET 1: 9 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 BUSINESS PHONE: 5082831800 MAIL ADDRESS: STREET 1: 9 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 SC 13E4 1 FORM SCHEDULE 13E-4 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) NUTRAMAX PRODUCTS, INC. (NAME OF ISSUER) NUTRAMAX PRODUCTS, INC. (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, $.001 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 67061A 30 0 (CUSIP NUMBER OF CLASS OF SECURITIES) DONALD E. LEPONE CHIEF EXECUTIVE OFFICER NUTRAMAX PRODUCTS, INC. 9 BLACKBURN DRIVE GLOUSTER, MASSACHUSETTS 01930 (978) 283-1800 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPIES TO: JOSEPH L. JOHNSON III, ESQ. GOODWIN, PROCTER & HOAR LLP EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109 (617) 570-1000 ---------------- OCTOBER 29, 1997 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ---------------- CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
TRANSACTION VALUATION*: AMOUNT OF FILING FEE: - ----------------------------------------------------------------------------------------- $5,737,500.00 $1,147.50
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee, based upon the purchase of 450,000 shares at the maximum tender offer price per share of $12.75. [_Check]box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. (a) The issuer of the securities to which this Schedule 13E-4 relates is NutraMax Products, Inc., a Delaware corporation (the "Company"), and the address of its principal executive office is 9 Blackburn Drive, Gloucester, Massachusetts 01930. (b) This Schedule 13E-4 relates to the offer by the Company to purchase up to 450,000 shares (or such lesser number of shares as are validly tendered and not withdrawn) of its Common Stock, $.001 par value per share (the "Shares"), at prices not greater than $12.75 nor less than $11.00 per Share net to the Seller in cash, specified by the tendering stockholders, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 29, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, and incorporated herein by reference. As of October 27, 1997, 5,619,768 Shares were issued and outstanding. Except as set forth in the Offer to Purchase, neither the Company or any person controlling the Company nor, to the Company's knowledge, any of its directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations). See Section 9, "Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," of the Offer to Purchase. (c) The information set forth in "Introduction" and Section 7, "Price Range of Shares; Dividends," of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. This statement is being filed by the Issuer. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in Section 8, "Background and Purpose of the Offer; Certain Effects of the Offer," Section 10, "Source and Amount of Funds," of the Offer to Purchase is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(j) The information set forth in "Introduction," Section 8, "Background and Purpose of the Offer; Certain Effects of the Offer," Section 9, "Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," Section 10, "Source and Amount of Funds," Section 11, "Certain Information About the Company," Section 12, "Effects of the Offer on the Market for Shares; Registration Under the Exchange Act," and Section 14, "Certain U.S. Federal Income Tax Consequences," of the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "Introduction," Section 8, "Background and Purpose of the Offer; Certain Effects of the Offer," and Section 9, "Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," and Schedule I, "Certain Transactions Involving Shares," of the Offer to Purchase is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in "Introduction," Section 8, "Background and Purpose of the Offer; Certain Effects of the Offer," Section 9, "Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," Section 10, "Source and Amount of Funds," Section 14, "Certain U.S. Federal Income Tax Consequences," Section 16, "Fees and Expenses," and Schedule I "Certain Transactions Involving Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED. The information set forth in "Introduction" and Section 16, "Fees and Expenses," of the Offer to Purchase is incorporated herein by reference. II-1 ITEM 7. FINANCIAL INFORMATION. (a)-(b) The information set forth in Section 11, "Certain Information About the Company," of the Offer to Purchase and the financial statements and notes related thereto contained in Part II of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 1996 and Part I of the Company's Quarterly Report on Form 10-Q for the quarter ended June 28, 1997 (copies of which are included as Exhibits (g)(1) and (g)(2) to this Schedule 13E-4, respectively) are incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a)-(e) Not Applicable. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a) (1) Form of Offer to Purchase dated October 29, 1997. (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9). (3) Form of Notice of Guaranteed Delivery. (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (7) Form of Letter to Stockholders of the Company, dated October 29, 1997 from Donald E. Lepone, President and Chief Executive Officer of the Company. (8) Form of Notice of Offer to Purchase for Cash. (9) Press Release dated October 14, 1997. (10) Press Release dated October 29, 1997. (b) Not Applicable. (c) (1) Agreement dated as of October 14, 1997 by and between the Company and Cape Ann Investors, L.L.C. ("Cape Ann"). (*) (2) Amendment to Cape Agreement dated as of October 16, 1997 by and between the Company and Cape Ann. (3) Agreement dated as of October 14, 1997 by and between the Company and Bernard J. Korman ("Mr. Korman"). (4) Registration Rights Agreement dated as of October 16, 1997 by and between the Company and Mr. Korman. (5) Agreement dated as of October 14, 1997 by and between the Company and Donald E. Lepone. (6) Agreement dated as of October 16, 1997 by and between the Company and Donald M. Gleklen. (d) Not Applicable. (e) Not Applicable. (f) Not Applicable. (g) (1) Financial statements and notes contained in Part II of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 1996. (**) (2) Financial statements and notes contained in Part I of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1997. (***) - -------- (*) Incorporated by reference from the Schedule 13D/A filed by Chilmark Partners, L.L.C. with the Commission on October 17, 1997. (**) Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 1997. (***) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1997. II-2 SIGNATURE After due 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. NUTRAMAX PRODUCTS, INC. /s/ Robert F. Burns By: _________________________________ Name: Robert F. Burns Title: Chief Financial Officer Dated: October 29, 1997 II-3 EXHIBIT INDEX
EXHIBIT DESCRIPTION ------- ----------- (a)(1) Form of Offer to Purchase dated October 29, 1997. (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9). (3) Form of Notice of Guaranteed Delivery. (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (7) Form of Letter to Stockholders of the Company, dated October 29, 1997 from Donald E. Lepone, President and Chief Executive Officer of the Company. (8) Form of Notice of Offer to Purchase for Cash. (9) Press Release dated October 14, 1997. (10) Press Release dated October 29, 1997. (b) Not Applicable. (c)(1) Agreement dated as of October 14, 1997 by and between the Company and Cape Ann Investors, L.L.C. ("Cape Ann"). (*) (2) Amendment to Cape Agreement dated as of October 16, 1997 by and between the Company and Cape Ann. (3) Agreement dated as of October 14, 1997 by and between the Company and Bernard J. Korman ("Mr. Korman"). (4) Registration Rights Agreement dated as of October 16, 1997 by and between the Company and Mr. Korman. (5) Agreement dated as of October 14, 1997 by and between the Company and Donald E. Lepone. (6) Agreement dated as of October 16, 1997 by and between the Company and Donald M. Gleklen. (d) Not Applicable. (e) Not Applicable. (f) Not Applicable. (g)(1) Financial statements and notes contained in Part II of the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 1996. (**) (2) Financial statements and notes contained in Part I of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1997. (***)
- -------- (*) Incorporated by reference from the Schedule 13D/A filed by Chilmark Partners, L.L.C. with the Commission on October 17, 1997. (**) Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 1997. (***) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1997. EX-9.A(1) 2 FORM OF OFFER TO PURCHASE Exhibit 9a(1) NUTRAMAX PRODUCTS, INC. OFFER TO PURCHASE FOR CASH UP TO 450,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $12.75 NOR LESS THAN $11.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, BOSTON, MASSACHUSETTS TIME, ON NOVEMBER 28, 1997, UNLESS THE OFFER IS EXTENDED. NutraMax Products, Inc., a Delaware corporation (the "Company"), invites its stockholders to tender shares of its common stock, par value $.001 per share (the "Shares"), to the Company at prices not greater than $12.75 nor less than $11.00 per Share in cash, specified by tendering stockholders, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which together constitute the "Offer"). The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $12.75 nor less than $11.00 per Share), net to the seller in cash (the "Purchase Price"), that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares (the "Requisite Number") or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. The Company will pay the Purchase Price for all Shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the Offer, including the proration terms hereof. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. The Offer is being undertaken to provide added market liquidity for stockholders who wish to sell their Shares as a result of the Company's recent announcement regarding fourth quarter performance. See Recent Developments in Section 11. The Offer is being financed (the "Financing") by sales by the Company of Shares as follows: (i) to Cape Ann Investors, L.L.C. ("Cape Ann"), the Company's largest stockholder, pursuant to an Agreement dated as of October 14, 1997, as amended on October 16, 1997 (the "Cape Ann Agreement"), by and between the Company and Cape Ann; (ii) to Bernard J. Korman ("Mr. Korman"), the Company's Chairman of the Board, pursuant to an Agreement dated as of October 14, 1997 (the "Korman Agreement") by and between the Company and Mr. Korman; (iii) to Donald E. Lepone ("Mr. Lepone"), the Company's Chief Executive Officer, pursuant to an Agreement dated as of October 14, 1997 (the "Lepone Agreement") by and between the Company and Mr. Lepone; and (iv) to Donald M. Gleklen ("Mr. Gleklen"), a member of the Board of Directors of the Company, pursuant to an Agreement dated as of October 16, 1997 (the "Gleklen Agreement" and together with the Cape Ann Agreement, the Korman Agreement and the Lepone Agreement, the "Investment Agreements") by and between the Company and Mr. Gleklen. The Shares are listed and principally traded on the Nasdaq SmallCap Market ("Nasdaq") under the symbol "NMPC." On October 28, 1997, the last full trading day on Nasdaq prior to the announcement by the Company of the price range of the Offer, the closing per Share sales price as reported on Nasdaq was $12 1/2. On October 14, 1997, the last full trading day on Nasdaq prior to the announcement by the Company of its intention to make the Offer, the closing per Share sales price as reported on Nasdaq was $11 7/8. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 7. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER AND THE FINANCING. HOWEVER, STOCKHOLDERS SHOULD MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. The date of this Offer to Purchase is October 29, 1997. IMPORTANT Stockholders desiring to tender all or any portion of their Shares should either (i) complete and sign the Letter of Transmittal (or, for Eligible Institutions (as defined in Section 3) only, a facsimile thereof) in accordance with the instructions in the Letter of Transmittal, mail or deliver the Letter of Transmittal with any required signature guarantee, or transmit an Agent's Message (as defined in Section 3) in connection with a book-entry transfer, together in each case with any other required documents, to Boston EquiServe L.P. (the "Depositary"), and either mail or deliver the stock certificates for such Shares to the Depositary (with all such other documents) or follow the procedure for book-entry delivery set forth in Section 3, or (ii) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. A stockholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that broker, dealer, commercial bank, trust company or other nominee if such stockholder desires to tender such Shares. Stockholders who desire to tender Shares and whose certificates for such Shares are not immediately available or who cannot comply with the procedure for book-entry transfer on a timely basis or whose other required documentation cannot be delivered to the Depositary, in any case, by the expiration of the Offer should tender such Shares by following the procedures for guaranteed delivery set forth in Section 3. TO EFFECT A VALID TENDER OF SHARES, STOCKHOLDERS MUST VALIDLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to D. F. King & Co., Inc. (the "Information Agent") at its address and telephone number set forth on the back cover of this Offer to Purchase. 2 SUMMARY This general summary is provided for the convenience of the Company's stockholders and is qualified in its entirety by reference to the full text and more specific details of this Offer to Purchase. Unless otherwise defined, capitalized terms used in this summary have the respective meanings ascribed to them elsewhere in this Offer to Purchase. Stockholders of the Company are urged to read carefully this Offer to Purchase and the documents incorporated by reference herein and the Letter of Transmittal, in their entirety. THE OFFER Number of Shares to be 450,000 Shares (or such lesser number of Shares Purchased..................... as are validly tendered). Purchase Price................ The Company will determine a single per Share net cash price, not greater than $12.75 nor less than $11.00 per Share, that it will pay for Shares validly tendered. The Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. All Shares acquired in the Offer will be acquired at the Purchase Price even if tendered below the Purchase Price. Each stockholder desiring to tender Shares must specify in the Letter of Transmittal the minimum price (not greater than $12.75 nor less than $11.00 per Share) at which such stockholder is willing to have Shares purchased by the Company. Stockholders wishing to maximize the possibility that their Shares will be purchased at the Purchase Price may check the box in the Letter of Transmittal marked "Shares Tendered at Price Determined by Dutch Auction." Checking this box may result in a Purchase Price of the Shares so tendered at the minimum price of $11.00 per Share. Market Price of Shares........ On October 28, 1997, the last full trading day on Nasdaq prior to the announcement by the Company of the price range of the Offer, the closing per Share sales price as reported on Nasdaq was $12 1/2. On October 14, 1997, the last full trading day on Nasdaq prior to the announcement by the Company of its intention to make the Offer, the closing per Share sales price as reported on Nasdaq was $11 7/8. How to Tender Shares.......... See Section 3. Call the Information Agent at its address and telephone number set forth on the back cover page of this Offer to Purchase, or consult your broker for assistance. Brokerage Commissions......... None. Stock Transfer Tax............ None, if payment is made to the registered holder. Expiration and Proration November 28, 1997, at 12:00 Midnight, Boston, Dates........................ Massachusetts time, unless extended by the Company. Payment Date.................. As soon as practicable after the Expiration Date. Position of the Company and its Directors................ Neither the Company nor its Board of Directors is making any recommendation to any stockholder as to whether to tender or refrain from tendering Shares. 3 Withdrawal Rights............. Tendered Shares may be withdrawn at any time until 12:00 Midnight, Boston, Massachusetts time, on November 28, 1997, unless the Offer is extended by the Company. See Section 4. Odd Lots...................... There will be no proration of Shares tendered by any stockholder owning beneficially or of record fewer than 100 Shares in the aggregate as of the Expiration Date who tenders all such Shares at or below the Purchase Price prior to the Expiration Date and who completes the "Odd Lots" box in the Letter of Transmittal. Further Developments Regarding the Offer.......... Contact the Information Agent at its address and telephone number set forth on the back cover page of this Offer to Purchase, or consult your broker. THE FINANCING The Cape Ann Agreement........ Pursuant to the Cape Ann Agreement (more fully described in Section 8, "Background and Purposes of the Offer; Certain Effects of the Offer"), Cape Ann, the Company's largest stockholder, will purchase from the Company at the Purchase Price a number of Shares equal to (i) 77% of the first $5,000,000 worth of Shares purchased by the Company pursuant to the Offer plus (ii) 100% of all additional Shares purchased by the Company pursuant to the Offer. Such shares will be purchased from the Company in a private placement transaction. Upon completion of the Offer and the Financing and assuming the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), Cape Ann will own 1,169,958 Shares (including the 810,154 Shares currently owned by Cape Ann) or approximately 20.8% of the then outstanding Shares. In connection with the Cape Ann Agreement, the Company on October 14, 1997 issued 225,000 warrants to purchase shares of the Company's common stock (the "Warrants") to Cape Ann and certain related persons of Cape Ann. Subject to certain anti-dilution adjustments, each Warrant is exercisable for one share of the Company's common stock at an exercise price equal to the fair market value (determined based on the average prices for the 20 trading days prior to the first anniversary of the Cape Ann Agreement), less $2.25. The Warrants are exercisable for a period of five years commencing on the first anniversary of the Cape Ann Agreement. Upon exercise of the Warrants, Cape Ann will own 1,394,958 Shares or approximately 23.9% of then outstanding Shares (assuming (i) the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), (ii) no additional Shares are issued by the Company prior to the exercise of the Warrants, and (iii) no antidilution adjustments are triggered with respect to the Warrants prior to such exercise). 4 The Korman Agreement.......... Pursuant to the Korman Agreement, Mr. Korman, the Company's Chairman of the Board, will purchase from the Company at the Purchase Price a number of Shares equal to 20% of the first $5,000,000 worth of Shares purchased by the Company pursuant to the Offer. Such Shares will be purchased from the Company in a private placement transaction. Upon completion of the Offer and the Financing and assuming the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), Mr. Korman will own 189,570 Shares (including 111,139 Shares currently held beneficially by Mr. Korman, which number includes options which are or will become exercisable within sixty days of October 27, 1997) or approximately 3.4% of the then outstanding Shares. The Lepone Agreement.......... Pursuant to the Lepone Agreement, Mr. Lepone, the Company's Chief Executive Officer, will purchase from the Company at the Purchase Price a number of Shares equal to 2% of the first $5,000,000 worth of Shares purchased by the Company pursuant to the Offer. Such shares will be purchased from the Company in a private placement transaction. Upon completion of the Offer and the Financing and assuming the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), Mr. Lepone will own 554,188 Shares (including 546,345 Shares currently held beneficially by Mr. Lepone, which number includes options which are or will become exercisable within sixty days of October 27, 1997) or approximately 9.9% of the then outstanding Shares. The Gleklen Agreement......... Pursuant to the Gleklen Agreement, Mr. Gleklen, a member of the Board of Directors of the Company, will purchase from the Company at the Purchase Price a number of Shares equal to 1% of the first $5,000,000 worth of Shares purchased by the Company pursuant to the Offer. Such shares will be purchased from the Company in a private placement transaction. Upon completion of the Offer and the Financing and assuming the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), Mr. Gleklen will own 44,422 Shares (including 40,500 Shares currently held beneficially by Mr. Gleklen, which number includes options which are or will become exercisable within sixty days of October 27, 1997) or approximately 0.8% of the then outstanding Shares. 5 THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. STOCKHOLDERS SHOULD NOT RELY ON ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATIONS, IF GIVEN OR MADE, AS HAVING BEEN AUTHORIZED BY THE COMPANY. TABLE OF CONTENTS
SECTION PAGE - ------- ---- SUMMARY.................................................................. 3 INTRODUCTION............................................................. 7 THE OFFER................................................................ 8 1. Number of Shares; Proration.......................................... 8 2. Tenders by Owners of Fewer than 100 Shares........................... 10 3. Procedure for Tendering Shares....................................... 10 4. Withdrawal Rights.................................................... 14 5. Purchase of Shares and Payment of Purchase Price..................... 14 6. Certain Conditions of the Offer...................................... 15 7. Price Range of Shares; Dividends..................................... 17 8. Background and Purpose of the Offer; Certain Effects of the Offer.... 17 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares................................... 19 10. Source and Amount of Funds........................................... 20 11. Certain Information About the Company................................ 20 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act......................................................... 31 13. Certain Legal Matters; Regulatory Approvals.......................... 31 14. Certain U.S. Federal Income Tax Consequences......................... 31 15. Extension of the Offer; Termination; Amendments...................... 33 16. Fees and Expenses.................................................... 34 17. Miscellaneous........................................................ 35
6 TO THE HOLDERS OF SHARES OF COMMON STOCK OF NUTRAMAX PRODUCTS, INC. INTRODUCTION NutraMax Products, Inc., a Delaware corporation (the "Company"), invites its stockholders to tender shares of its common stock, par value $.001 per share (the "Shares"), to the Company at prices not greater than $12.75 nor less than $11.00 per Share in cash, specified by tendering stockholders, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which together constitute the "Offer"). The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $12.75 nor less than $11.00 per Share), net to the seller in cash (the "Purchase Price"), that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares (the "Requisite Number") or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. The Company will pay the Purchase Price for all Shares validly tendered prior to the Expiration Date (as defined in Section 1) at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the Offer, including the proration terms described below. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. If, before the Expiration Date, more than 450,000 Shares are validly tendered at or below the Purchase Price and not withdrawn, the Company will, upon the terms and subject to the conditions of the Offer, purchase Shares first from all Odd Lot Owners (as defined in Section 2) who validly tender all their Shares at or below the Purchase Price and then on a pro rata basis from all other stockholders who validly tender Shares at prices at or below the Purchase Price (and who do not withdraw them prior to the Expiration Date). The Company will return at its own expense all Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and not withdrawn and Shares not purchased because of proration. The Purchase Price will be paid net to the tendering stockholder in cash for all Shares purchased. Tendering stockholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes in connection with the Company's purchase of Shares pursuant to the Offer. HOWEVER, ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO BOSTON EQUISERVE L.P. (THE "DEPOSITARY") THE SUBSTITUTE FORM W-9 THAT IS INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. In addition, the Company will pay all fees and expenses of D. F. King & Co., Inc. (the "Information Agent") and the Depositary in connection with the Offer. See Section 16. The Offer is being undertaken to provide added market liquidity for stockholders who wish to sell their shares as a result of the Company's recent announcement regarding fourth quarter performance. See Recent Developments in Section 11. The Offer is being financed (the "Financing") by sales by the Company of Shares as follows: (i) to Cape Ann Investors, L.L.C. ("Cape Ann"), the Company's largest stockholder, pursuant to an Agreement dated as of October 14, 1997, as amended on October 16, 1997 (the "Cape Ann Agreement"), by and between the Company and Cape Ann; (ii) to Bernard J. Korman ("Mr. Korman"), the Company's Chairman of the Board, pursuant to an Agreement dated as of October 14, 1997 (the "Korman Agreement") by and between the Company and Mr. Korman; (iii) to Donald E. Lepone ("Mr. Lepone"), the Company's Chief Executive Officer, pursuant to an Agreement dated as of October 14, 1997 (the "Lepone Agreement") by and 7 between the Company and Mr. Lepone; and (iv) to Donald M. Gleklen ("Mr. Gleklen" and together with Cape Ann, Mr. Korman and Mr. Lepone, the "Investors"), a member of the Board of Directors of the Company, pursuant to an Agreement dated as of October 16, 1997 (the "Gleklen Agreement" and together with the Cape Ann Agreement, the Korman Agreement and the Lepone Agreement, the "Investment Agreements") by and between the Company and Mr. Gleklen (through an individual retirement account for his benefit). The Offer provides stockholders who are considering a sale of all or a portion of their Shares the opportunity to determine the price or prices (not greater than $12.75 nor less than $11.00 per Share) at which they are willing to sell their Shares and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open-market sales. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER AND THE FINANCING. HOWEVER, STOCKHOLDERS SHOULD MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. As of October 27, 1997, there were 5,619,768 Shares outstanding and 326,340 Shares issuable upon exercise of vested stock options under the Company's stock option plans or agreements relating thereto (including stock options which are or shall become exercisable within sixty days of such date). The 450,000 Shares that the Company is offering to purchase represent approximately 8% of the outstanding Shares. In addition to the foregoing (subject to certain antidilution adjustments), (i) 633,200 Shares are issuable upon exercise of outstanding unvested options under the Company's stock option plans or agreements relating thereto, which options are eligible for vesting at various times through 2006, (ii) 225,000 Shares are issuable upon the exercise of all warrants to purchase Shares of the Company's common stock issued to Cape Ann and certain related persons of Cape Ann pursuant to the Cape Ann Agreement (the "Warrants") which Warrants are exercisable for a period of five years commencing on October 14, 1998, and (iii) 276,363 Shares are issuable upon exercise of warrants ("ING Warrants") held by ING (U.S.) Investment Corporation ("ING"). The Shares are listed and principally traded on the Nasdaq SmallCap Market ("Nasdaq") under the symbol "NMPC." On October 28, 1997, the last full trading day on Nasdaq prior to the announcement by the Company of the price range of the Offer, the closing per Share sales price as reported on Nasdaq was $12 1/2. On October 14, 1997, the last full trading day on Nasdaq prior to the announcement by the Company of its intention to make the Offer, the closing per Share sale price as reported on Nasdaq was $11 7/8. THE COMPANY URGES STOCKHOLDERS TO OBTAIN CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES. THE OFFER 1. NUMBER OF SHARES; PRORATION Upon the terms and subject to the conditions of the Offer, the Company will accept for payment (and thereby purchase) 450,000 Shares or such lesser number of Shares as are validly tendered before the Expiration Date (and not withdrawn in accordance with Section 4) at a net cash price (determined in the manner set forth below) not greater than $12.75 nor less than $11.00 per Share. The term "Expiration Date" means 12:00 Midnight, Boston, Massachusetts time, on November 28, 1997, unless and until the Company in its sole discretion shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by the Company, shall expire. See Section 15 for a description of the Company's right to extend the time during which the Offer is open and to delay, terminate or amend the Offer. Subject to Section 2, if the Offer is oversubscribed, Shares tendered at or below the Purchase Price before the Expiration Date will be eligible for proration. The proration period also expires on the Expiration Date. 8 The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share Purchase Price that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. As required under the rules adopted by the Securities and Exchange Commission (the "Commission"), if (i) the Company increases or decreases the price to be paid for Shares, the Company increases the number of Shares being sought and such increase in the number of Shares being sought exceeds 2% of the outstanding Shares, or the Company decreases the number of Shares being sought and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 15, the Offer will be extended until the expiration of a period of ten business days commencing on the date of such notice. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, Boston, Massachusetts time. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. In accordance with Instruction 5 of the Letter of Transmittal, each stockholder desiring to tender Shares must specify the price (not greater than $12.75 nor less than $11.00 per Share) at which such stockholder is willing to have the Company purchase Shares. As promptly as practicable following the Expiration Date, the Company will, in its sole discretion, determine the Purchase Price (which will be not greater than $12.75 nor less than $11.00 per Share) that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. The Company will pay the Purchase Price, even if such Shares were tendered below the Purchase Price, for all Shares validly tendered prior to the Expiration Date at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the Offer. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration, will be returned to the tendering stockholders at the Company's expense as soon as practicable following the Expiration Date. If the number of Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date is less than or equal to 450,000 Shares, the Company will, upon the terms and subject to the conditions of the Offer, purchase at the Purchase Price all Shares so tendered. Priority. Upon the terms and subject to the conditions of the Offer, in the event that prior to the Expiration Date more than 450,000 Shares are validly tendered at or below the Purchase Price and not withdrawn, the Company will purchase such validly tendered Shares in the following order of priority: (i) all Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date by an Odd Lot Owner (as defined in Section 2) who: (a) tenders all Shares beneficially owned by such Odd Lot Owner at or below the Purchase Price; and (b) completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (ii) after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date on a pro rata basis. 9 Proration. In the event that proration of tendered Shares is required, the Company will determine the final proration factor as promptly as practicable after the Expiration Date. Proration for each stockholder tendering Shares (other than Odd Lot Owners) shall be based on the ratio of the number of Shares tendered by such stockholder at or below the Purchase Price to the total number of Shares tendered by all stockholders (other than Odd Lot Owners) at or below the Purchase Price. This ratio will be applied to stockholders tendering Shares (other than Odd Lot Owners) to determine the number of Shares that will be purchased from each such stockholder pursuant to the Offer. Although the Company does not expect to be able to announce the final results of such proration until approximately seven business days after the Expiration Date, it will announce preliminary results of proration by press release as promptly as practicable after the Expiration Date. Stockholders can obtain such preliminary information from the Information Agent and may be able to obtain such information from their brokers. As described in Section 14, the number of Shares that the Company will purchase from a stockholder may affect the United States federal income tax consequences to the stockholder of such purchase and therefore may be relevant to a stockholder's decision whether, and in what amounts, to tender Shares. In addition, the order in which Shares are purchased may affect the United States federal income tax consequences to a stockholder, because, among other things, as indicated in Section 14, the United States federal income tax consequences to a stockholder may vary depending on the extent to which the stockholder's voting interest in the Company is reduced and on the particular block of Shares purchased from the stockholder. The Letter of Transmittal affords each tendering stockholder tendering Shares in certificate form the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration for tax purposes. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares on or about October 29, 1997 and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the Company's stockholder list, or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to be beneficial owners of Shares. 2. TENDERS BY OWNERS OF FEWER THAN 100 SHARES The Company, upon the terms and subject to the conditions of the Offer, will accept for purchase, without proration, all Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date by or on behalf of any stockholder who owns, beneficially or of record, as of the Expiration Date an aggregate of fewer than 100 Shares ("Odd Lot Owners"). To avoid proration, however, an Odd Lot Owner must validly tender at or below the Purchase Price all Shares that such Odd Lot Owner owns, beneficially or of record; partial tenders will not qualify for this preference. This priority is not available to partial tenders or to owners of 100 or more Shares in the aggregate, even if such owners have separate stock certificates for fewer than 100 Shares. Any Odd Lot Owner wishing to tender all Shares owned beneficially or of record by such stockholder pursuant to this Offer must complete the box captioned "Odd Lots" in the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery and must properly indicate in the section entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" in the Letter of Transmittal the price at which such Shares are being tendered, except that an Odd Lot Owner may check the item in the box entitled "Odd Lots" indicating that the stockholder is tendering all of such stockholder's Shares at the Purchase Price. See Section 3. Stockholders owning an aggregate of fewer than 100 Shares whose Shares are purchased pursuant to the Offer will avoid both the payment of brokerage commissions and any applicable odd lot discounts payable on a sale of their Shares in transactions on a stock exchange. 3. PROCEDURE FOR TENDERING SHARES Proper Tender of Shares. For Shares to be validly tendered pursuant to the Offer: (i) the certificate for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or, for Eligible Institutions only, a manually signed facsimile thereof) with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, together in each case 10 with any other documents required by the Letter of Transmittal, must be received prior to 12:00 Midnight, Boston, Massachusetts time, on the Expiration Date by the Depositary at its address set forth on the back cover of this Offer to Purchase; or (ii) the tendering stockholder must comply with the guaranteed delivery procedure set forth below. AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH STOCKHOLDER DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" IN THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $.0625 OR ONE SIXTEENTH ( /1///1//6/) OF A DOLLAR) AT WHICH SUCH STOCKHOLDER'S SHARES ARE BEING TENDERED, EXCEPT THAT AN ODD LOT OWNER MAY CHECK THE ITEM IN THE BOX OF THE LETTER OF TRANSMITTAL ENTITLED "ODD LOTS" INDICATING THAT THE STOCKHOLDER IS TENDERING ALL OF SUCH STOCKHOLDER'S SHARES AT THE PURCHASE PRICE. Other stockholders wishing to maximize the possibility that their Shares will be purchased at the Purchase Price may check the box on the Letter of Transmittal marked "Shares Tendered at Price Determined by Dutch Auction." Checking this box may result in a purchase of the Shares so tendered at the minimum price of $11.00 per Share. Stockholders desiring to tender Shares at more than one price must complete separate Letters of Transmittal for each price at which Shares are being tendered, except that the same Shares cannot be tendered (unless properly withdrawn previously in accordance with the terms of the Offer) at more than one price. IN ORDER TO VALIDLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. In addition, Odd Lot Owners who tender all Shares must complete the box entitled "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery, in order to qualify for the priority available to Odd Lot Owners as set forth in Section 2. Signature Guarantees and Method of Delivery. No signature guarantee is required on the Letter of Transmittal if (i) the Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section, includes any participant in The Depository Trust Company or Philadelphia Depository Trust Company (the "Book-Entry Transfer Facilities") whose name appears on a security position listing as the holder of the Shares) tendered therewith and payment and delivery are to be made directly to such registered holder, or (ii) if Shares are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust Company (not a savings bank or savings and loan association) having an office, branch or agency in the Untied States (each such entity being hereinafter referred to as an "Eligible Institution"). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signer of a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature on the certificate or stock power guaranteed by an Eligible Institution. In this regard see Section 5 for information with respect to applicable stock transfer taxes. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities as described above), a properly completed and duly executed Letter of Transmittal (or, for Eligible Institutions only, a manually signed facsimile thereof), or an Agent's Message in connection with a book-entry transfer, together in each case with any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Book-Entry Delivery. The Depositary will establish an account with respect to the Shares at each of the Book-Entry Transfer Facilities for purposes of the Offer within two business days after the date of this Offer to 11 Purchase. Any financial institution that is a participant in a Book-Entry Transfer Facility's system may make book-entry delivery of the Shares by causing such Facility to transfer such Shares into the Depositary's account in accordance with such Facility's procedure for such transfer. Even though delivery of Shares may be effected through book-entry transfer into the Depositary's account at one of the Book-Entry Transfer Facilities, a properly completed and duly executed Letter of Transmittal (or, for Eligible Institutions only, a manually signed facsimile thereof), with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, together in each case with any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be followed. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. The term "Agent's Message" means a message from a Book-Entry Transfer Facility transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer of Shares (a "Book-Entry Confirmation") which states that (a) such a Book-Entry Transfer Facility has received from the participant in such Book-Entry Transfer Facility an express acknowledgment of such participant's tender of the Shares that are the subject of the Book-Entry Confirmation, (b) the participant in such Book-Entry Transfer Facility has received and agrees to be bound by the terms of the Letter of Transmittal, and (c) the Company may enforce such agreement against the participant in such Book-Entry Transfer Facility. Delivery of documents to a Book-Entry Transfer Facility in accordance with such Facility's procedures does not constitute delivery to the Depositary. Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Share certificates cannot be delivered to the Depositary prior to the Expiration Date (or the procedures for book-entry transfer cannot be completed on a timely basis) or time will not permit all required documents to reach the Depositary before the Expiration Date, such Shares may nevertheless be tendered provided that all of the following conditions are satisfied: (i) such tender is made by or through an Eligible Institution; (ii) the Depositary receives (by hand, mail, overnight courier, telegram or facsimile transmission), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form the Company has provided with this Offer to Purchase (indicating the price at which the Shares are being tendered), including (where required) a signature guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery; and (iii) the certificates for all tendered Shares in proper form for transfer (or confirmation of book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities), together with a properly completed and duly executed Letter of Transmittal (or, for Eligible Institutions only, a manually signed facsimile thereof), or an Agent's Message in connection with a book-entry transfer, together in each case with any required signature guarantees or other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date the Depositary receives such Notice of Guaranteed Delivery. If any tendered Shares are not purchased, or if less than all Shares evidenced by a stockholder's certificates are tendered, certificates for unpurchased Shares will be returned as promptly as practicable after the expiration or termination of the Offer or, in the case of Shares tendered by book-entry transfer at a Book-Entry Transfer Facility, such Shares will be credited to the appropriate account maintained by the tendering stockholder at the appropriate Book-Entry Transfer Facility, in each case without expense to such stockholder. Federal Income Tax Withholding. To prevent backup federal income tax withholding equal to 31% of the gross payments payable pursuant to the Offer, each stockholder who does not otherwise establish an exemption from backup withholding must notify the Depositary of such stockholder's correct taxpayer identification number 12 (or certify that such taxpayer is awaiting a taxpayer identification number) and provide certain other information by completing, under penalties of perjury, the Substitute Form W-9 included in the Letter of Transmittal. Noncorporate foreign stockholders should generally complete and sign a Form W- 8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. As more fully described below, in the case of a foreign stockholder, even if such stockholder has provided the required certification to avoid backup withholding, the Depositary will withhold 30% of the gross payments made pursuant to the Offer unless a reduced rate of withholding or an exemption from withholding is applicable. The Depositary will withhold United States federal income taxes equal to 30% of the gross payments payable to a foreign stockholder unless the Company and the Depositary determine that (i) a reduced rate of withholding is available pursuant to a tax treaty or (ii) an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a foreign stockholder is any stockholder that is not (a) a citizen or resident of the United States, (b) a corporation, partnership, or other entity created or organized in or under the laws of the United States, any State or any political subdivision thereof (other than any partnership treated as foreign under United States Treasury regulations), or (c) an estate or trust, the income of which is subject to United States federal income taxation regardless of the source of such income. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a foreign stockholder must deliver to the Depositary before any payment a properly completed and executed IRS Form 1001. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the Depositary before any payment a properly completed and executed IRS Form 4224. The Company and the Depositary will determine a stockholder's status as a foreign stockholder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate that such reliance thereon is not warranted. A foreign stockholder may be eligible to obtain a refund of all or a portion of any tax withheld if such stockholder meets the "complete redemption," "substantially disproportionate" or "not essentially equivalent to a dividend" tests described in Section 14 or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. For a discussion of certain United States federal income tax consequences generally applicable to tendering stockholders, see Section 14. Tendering Stockholder's Representation and Warranty; Company's Acceptance Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such person's own account unless at the time of tender and at the Expiration Date such person has a "net long position" equal to or greater than the amount tendered in (i) the Shares and will deliver or cause to be delivered such Shares for the purpose of tender to the Company within the period specified in the Offer, or (ii) other securities immediately convertible into, exercisable for or exchangeable into Shares ("Equivalent Securities") and, upon the acceptance of such tender, will acquire such Shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth herein will constitute the tendering stockholder's representation and warranty to the Company that (i) such stockholder has a "net long position" in Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (ii) such tender of Shares complies with Rule 14e-4. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and the Company upon the terms and subject to the conditions of the Offer. Determinations of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of Shares to be accepted, the price to be paid therefor and the validity, 13 form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Share or any particular stockholder. No tender of Shares will be deemed to be properly made until all defects or irregularities have been cured or waived. None of the Company, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice. CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OR TRANSMITTAL, MUST BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE DEEMED TO BE VALIDLY TENDERED. 4. WITHDRAWAL RIGHTS Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date and, unless accepted for payment by the Company as provided in this Offer to Purchase, may also be withdrawn after 12:00 Midnight, Boston, Massachusetts time, on December 29, 1997. For a withdrawal to be effective, the Depositary must receive (at its address set forth on the back cover of this Offer to Purchase) a notice of withdrawal in writing, telegraphic or facsimile transmission form on a timely basis. Such withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares tendered, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If the certificates have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering stockholder must also submit the serial number shown on the particular certificates evidencing the Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, the notice of withdrawal must specify the name and the number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the procedures of such Facility. All questions as to the form and validity, including time of receipt, of notices of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. None of the Company, the Depositary, the Information Agent or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. Withdrawals may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not tendered for purposes of the Offer. However, withdrawn Shares may be re- tendered before the Expiration Date by again following any of the procedures described in Section 3. If the Company extends the Offer, is delayed in its purchase of Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, subject to applicable law, retain on behalf of the Company all tendered Shares, and such Shares may only be withdrawn to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4. 5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share Purchase Price that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders, and will accept for 14 payment and pay for (and thereby purchase) Shares validly tendered at or below the Purchase Price and not withdrawn as soon as practicable after the Expiration Date. The Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. For purposes of the Offer, the Company will be deemed to have accepted for payment (and therefore purchased), subject to proration, Shares that are validly tendered at or below the Purchase Price and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, the Company will purchase and pay a single per Share Purchase Price for all of the Shares accepted for payment pursuant to the Offer as soon as practicable after the Expiration Date. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made promptly (subject to possible delay in the event of proration) but only after timely receipt by the Depositary of certificates for Shares (or of a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities), a properly completed and duly executed Letter of Transmittal (or, for Eligible Institutions only, a manually signed facsimile thereof), or any Agent's Message in connection with a book-entry transfer, in each case with any other required documents. Payment for Shares purchased pursuant to the Offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Company and transmitting payment to the tendering stockholders. In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date. However, the Company does not expect to be able to announce the final results of any such proration until approximately seven business days after the Expiration Date. Under no circumstances will the Company pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all Shares not purchased, including all Shares tendered at prices greater than the Purchase Price and Shares not purchased due to proration, will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained with one of the Book-Entry Transfer Facilities by the participant who so delivered such Shares) as promptly as practicable following the Expiration Date or termination of the Offer without expense to the tendering stockholder. In addition, if certain events occur, the Company may not be obligated to purchase Shares pursuant to the Offer. See Section 6. The Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer; provided, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to the Company of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN STOCKHOLDERS. 6. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision of the Offer, the Company shall not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance 15 for payment of, or the purchase of and the payment for, Shares tendered, subject to Rule 13e-4(f) promulgated under the Exchange Act, if at any time on or after October 29, 1997, and prior to the time of payment for any such Shares (whether any Shares have theretofore been accepted for payment, purchased or paid for pursuant to the Offer) the Company shall determine (after consultation with Cape Ann as provided in the Cape Ann Agreement) that any of the following events shall have occurred: (a) there shall have been threatened, instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which (i) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer, the acquisition of Shares pursuant to the offer or is otherwise related in any manner to, or otherwise affects, the Offer; or (ii) could, in the sole judgment of the Company, materially affect the business, condition (financial or otherwise), income, operations or prospects of the Company and its subsidiaries taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company and its subsidiaries taken as a whole; or (b) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any government or government regulatory or administrative authority or agency or tribunal, domestic or foreign, which, in the sole judgment of the Company, would or might directly or indirectly result in any of the consequences referred to in clause (i) or (ii) of paragraph (a) above; or (c) there shall have occurred (i) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); (ii) any general suspension of trading in, or limitation of prices for, securities on any United States national securities exchange or in the over-the-counter market; (iii) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States; (iv) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole judgment of the Company, might materially affect, the extension of credit by banks or other lending institutions in the United States; (v) any significant decrease in the market price of the Shares or in the market prices of equity securities generally in the United States or any change in the general political, market, economic or financial conditions or in the commercial paper markets in the United States or abroad that could have in the judgment of the Company a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects or the Company and its subsidiaries, taken as a whole, or on the trading in the Shares or; (vi) in the case of any of the foregoing existing at the time of the announcement of the Offer, a material acceleration or worsening thereof; or (d) any change shall occur or be threatened in the condition (financial or otherwise), business, operations, properties, assets, liabilities, income or prospects of the Company and its subsidiaries, taken as a whole, which is or may be material and adverse to the Company and its subsidiaries taken as a whole (a "Material Adverse Change"); or (e) Cape Ann shall have terminated its obligations relating to the Financing as a result of a Material Adverse Change; or (f) a tender or exchange offer with respect to some or all of the Shares (other than the Offer), or a merger or acquisition proposal for the Company, shall have been proposed, announced or made by another person or shall have been publicly disclosed, or the Company shall have learned that any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), other than any Investors, shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding Shares, or any new group shall have been formed that beneficially owns more than 5% of the outstanding Shares. The foregoing conditions are for the Company's benefit and may be asserted by the Company regardless of the circumstances giving rise to any such condition (including any action or inaction by the Company) or may be waived by the Company in whole or in part. The Company's failure at any time to exercise any of the 16 foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination by the Company regarding the inadvisability of proceeding with the purchase of or payment for any Shares tendered will be final and binding on all parties. 7. PRICE RANGE OF SHARES; DIVIDENDS The Shares are listed and principally traded on Nasdaq. The Company's stock began trading on Nasdaq on October 31, 1996. Prior to that date, the Company's stock was traded in the National Association of Securities Dealers National Market System ("Nasdaq National Market"). The high and low bid quotations per Share on Nasdaq and Nasdaq National Market, as applicable, as compiled from published financial sources and the quarterly cash dividends paid per Share for the periods indicated are listed in the table set forth below. The Company has a "4-5-4" fiscal calendar wherein each fiscal quarter contains two four week periods and one five week period, with each period beginning on a Sunday and ending on a Saturday.
HIGH LOW DIVIDENDS -------- ------ --------- FISCAL 1996 1st Quarter...................................... 10 7 3/4 None 2nd Quarter...................................... 10 1/8 8 1/2 None 3rd Quarter...................................... 10 1/8 8 1/8 None 4th Quarter...................................... 9 15/16 8 None FISCAL 1997 1st Quarter...................................... 11 8 5/8 None 2nd Quarter...................................... 12 5/8 10 1/4 None 3rd Quarter...................................... 13 3/8 11 3/8 None 4th Quarter...................................... 15 5/8 12 1/2 None FISCAL 1998 1st Quarter (through October 28, 1997)........... 14 3/8 11 7/8 None
The closing per Share sales price as reported on Nasdaq on October 28, 1997, the last full trading day before the announcement by the Company of the price range of the Shares sought in the Offer, was $12 1/2. On October 14, 1997, the last full trading day on Nasdaq prior to the announcement by the Company of its intention to make the Offer, the closing per Share sales price as reported on Nasdaq was $11 7/8. THE COMPANY URGES STOCKHOLDERS TO OBTAIN CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES. 8. BACKGROUND AND PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER The Offer is being undertaken to provide added market liquidity for stockholders who wish to sell their Shares as a result of the Company's recent announcement regarding fourth quarter performance. See "Recent Developments" in Section 11. The Offer is being financed by sales by the Company of Shares as follows: (i) to Cape Ann, the Company's largest stockholder, pursuant to the Cape Ann Agreement; (ii) to Mr. Korman, the Company's Chairman of the Board, pursuant to the Korman Agreement; (iii) to Mr. Lepone, the Company's Chief Executive Officer, pursuant to the Lepone Agreement; and (iv) to Mr. Gleklen, a member of the Board of Directors of the Company, pursuant to the Gleklen Agreement. The Offer provides stockholders who are considering a sale of all or a portion of their Shares the opportunity to determine the price or prices (not greater than $12.75 nor less than $11.00 per Share) at which they are willing to sell their Shares and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open market sales. 17 THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER AND THE FINANCING. HOWEVER, STOCKHOLDERS SHOULD MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. The Investors will purchase from the Company a number of Shares equal to the number of Shares acquired by the Company pursuant to the Offer at the Purchase Price. The proceeds of such sale to the Investors will be used to finance the Offer. DESCRIPTION OF THE FINANCING The following summary of the Financing is qualified in its entirety by reference to the Investment Agreements, which are attached as Exhibits to the Schedule 13E-4 to which this Offer to Purchase relates. Certain defined terms used in the description of the Financing below which are not otherwise defined in this Offer to Purchase and which are defined in the Investment Agreements shall have the respective meanings set forth therein. The Cape Ann Agreement. Pursuant to the Cape Ann Agreement, Cape Ann, the Company's largest stockholder, will purchase from the Company at the Purchase Price a number of Shares equal to (i) 77% of the first $5,000,000 worth of Shares purchased by the Company pursuant to the Offer plus (ii) 100% of all additional Shares purchased by the Company pursuant to the Offer. Such Shares will be purchased from the Company in a private placement transaction. Upon completion of the Offer and the Financing and assuming the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), Cape Ann will own 1,169,958 Shares (including 810,154 Shares currently owned by Cape Ann) or approximately 20.8% of the then outstanding Shares. In connection with the Cape Ann Agreement, the Company on October 14, 1997 issued 225,000 Warrants to Cape Ann and certain related persons of Cape Ann. Subject to certain anti-dilution adjustments, each Warrant is exercisable for one share of the Company's common stock at an exercise price equal to the fair market value of a Share (determined based on the average prices for the 20 trading days prior to of the first anniversary of the Cape Ann Agreement), less $2.25. The Warrants are exercisable for a period of five years commencing on the first anniversary of the Cape Ann Agreement. Under the Cape Ann Agreement, Cape Ann is entitled to certain registration rights which enable it to cause the Company to register the Warrants, the Shares issuable upon exercise of the Warrants and the Shares purchased by Cape Ann pursuant to the Cape Ann Agreement. Upon exercise of the Warrants, Cape Ann will own 1,394,958 Shares or approximately 23.9% of the then outstanding Shares (assuming (i) the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), (ii) no additional Shares are issued by the Company prior to the exercise of the Warrants, and (iii) no antidilution adjustments are triggered with respect to the Warrants prior to such exercise). In addition, the Cape Ann Agreement also amends certain provisions of the Stock Purchase Agreement dated as of August 12, 1997, as amended (the "Stock Purchase Agreement"), by and between the Company and Cape Ann to: (i) provide Cape Ann with registration rights with respect to the Warrants and the Shares issuable upon exercise of the Warrants, and (ii) to permit, notwithstanding certain standstill provisions prohibiting, among other things, Cape Ann's acquisition of equity securities of the Company, Cape Ann's purchase of Shares (a) in connection with the Financing, (b) upon exercise of the Warrants, and (c) from time to time in the open market or in privately negotiated transactions to enable it to maintain its percentage ownership of voting securities of the Company after purchases made pursuant to clauses (a) and (b) above. 18 The Korman Agreement. Pursuant to the Korman Agreement, Mr. Korman, the Company's Chairman of the Board, will purchase from the Company at the Purchase Price a number of Shares equal to 20% of the first $5,000,000 worth of Shares purchased by the Company pursuant to Offer. Such Shares shall be purchased from the Company in a private placement transaction. Under the Korman Agreement, Mr. Korman is entitled to certain registration rights which enable it to cause the Company to register the Shares purchased by Mr. Korman pursuant to the Korman Agreement. Upon completion of the Offer and the Financing and assuming the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), Mr. Korman will own 189,570 Shares (including 111,139 shares currently held beneficially by Mr. Korman, which number includes options which are or will become exercisable within sixty days of October 27, 1997) or approximately 3.4% of the then outstanding Shares. The Lepone Agreement. Pursuant to the Lepone Agreement, Mr. Lepone, the Company's Chief Executive Officer, will purchase from the Company at the Purchase Price a number of Shares equal to 2% of the first $5,000,000 worth of Shares purchased by the Company pursuant to Offer. Such Shares shall be purchased from the Company in a private placement transaction. Upon completion of the Offer and the Financing and assuming the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), Mr. Lepone will own 554,188 Shares (including 546,345 Shares currently held beneficially by Mr. Lepone, which number includes options which are or will become exercisable within sixty days of October 27, 1997) or approximately 9.9% of the then outstanding Shares. The Gleklen Agreement. Pursuant to the Gleklen Agreement, Mr. Gleklen, a member of the Board of Directors of the Company, will (through an individual retirement account for his benefit) purchase from the Company at the Purchase Price a number of Shares equal to 1% of the first $5,000,000 worth of Shares purchased by the Company pursuant to Offer. Such Shares shall be purchased from the Company in a private placement transaction. Upon completion of the Offer and the Financing and assuming the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), Mr. Gleklen will own 44,422 Shares (including 40,500 Shares currently held beneficially by Mr. Gleklen, which number includes options which are or will become exercisable within sixty days of October 27, 1997) or approximately 0.8% of the then outstanding Shares. 9. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES As of October 27, 1997, there were 5,619,768 Shares outstanding and 326,340 Shares issuable upon exercise of vested stock options under the Company's stock option plans or agreements related thereto (including stock options which are or shall become exercisable within sixty days of such date). As of October 27, 1997, the Company's directors and executive officers as a group (9 persons) beneficially owned 1,037,659 Shares which constituted approximately 18.5% of the outstanding Shares at such time. Pursuant to the Lepone, Korman and Gleklen Agreements, none of Messrs. Lepone, Korman or Gleklen will tender any Shares pursuant to the Offer. In addition, the Company has been advised that none of its directors or executive officers intends to tender any Shares pursuant to the Offer. However, Messrs. Lepone, Korman and Gleklen have agreed to purchase 7,843 Shares, 78,431 Shares and 3,922 Shares, respectively, in connection with the Financing upon completion of the Offer (assuming the Company purchases the maximum number of Shares (450,000) at the maximum Purchase Price ($12.75 per Share) pursuant to the Offer). If the Company purchases 450,000 Shares pursuant to the Offer (approximately 8% of the outstanding Shares as of October 27, 1997), and if no director or executive officer tenders Shares pursuant to the Offer, then, after the purchase of Shares pursuant to the Offer and the purchase of 19 7,843 Shares, 78,431 Shares and 3,922 Shares by Messrs. Lepone, Korman and Gleklen respectively, in connection with the Financing, the Company's directors and executive officers as a group would beneficially own approximately 20.1% of the outstanding Shares, and Messrs. Lepone, Korman and Gleklen would beneficially own 9.9%, 3.4% and 0.8%, respectively, of the then outstanding Shares. In addition to the foregoing (subject to certain antidilution adjustments), (i) 608,400 Shares are issuable to the Company's directors and officers as a group upon exercise of outstanding unvested options under the Company's stock option plans or agreements relating thereto, which options are eligible for vesting at various times through 2006, (ii) 225,000 Shares are issuable upon the exercise of all Warrants held by Cape Ann and certain related persons, which Warrants are exercisable for a period of five years commencing on October 14, 1998, and (iii) 276,363 Shares are issuable upon the exercise of the ING Warrants by ING. Upon exercise of the Warrants, Cape Ann will own 1,394,958 Shares or approximately 23.9% of the then outstanding Shares (assuming (i) the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), (ii) no additional Shares are issued by the Company prior to the exercise of the Warrants, and (iii) no antidilution adjustments are triggered with respect to the Warrants prior to such exercise. Upon exercise of the ING Warrants, ING will own 276,363 Shares or approximately 4.7% of the then outstanding Shares (assuming (i) the Company purchases the maximum number of Shares pursuant to the Offer (450,000) at the maximum Purchase Price ($12.75 per Share), (ii) no additional Shares are issued by the Company prior to the exercise of the ING Warrants, and (iii) no antidilution adjustments are triggered with respect to the ING Warrants prior to such exercise). Except as set forth in Schedule I hereto or otherwise described in this Offer to Purchase, based upon the Company's records and upon information provided to the Company by its directors, executive officers, associates and subsidiaries, neither the Company nor any of its associates or subsidiaries or persons controlling the Company nor, to the best of the Company's knowledge, any of the directors or executive officers of the Company or any of its subsidiaries, nor any associates or subsidiaries of any of the foregoing, has effected any transactions in the Shares during the 40 business days prior to the date hereof. Except as set forth in this Offer to Purchase, neither the Company or any person controlling the Company nor, to the Company's knowledge, any of its directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations). 10. SOURCE AND AMOUNT OF FUNDS Assuming that the Company purchases 450,000 Shares pursuant to the Offer at a Purchase Price of $12.75 per Share, the Company expects the maximum aggregate cost of the Shares purchased in the Offer to be approximately $5.738 million. The funds necessary to purchase Shares pursuant to the Offer will come from the proceeds received from the sale to the Investors of a number of Shares equal to the number of Shares purchased by the Company pursuant to the Offer. The funds necessary to pay all related fees and expenses of the Offer will come from the Company's working capital. See Sections 8, 9 and 11 of this Offer to Purchase. 11. CERTAIN INFORMATION ABOUT THE COMPANY The Company is a Delaware corporation engaged principally in the manufacture and marketing of private label health and personal care products. The Company's principal executive offices are located at 9 Blackburn Drive, Gloucester, Massachusetts 01930. Its telephone number at this location is (978) 283-1800. 20 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION The following table presents summary historical consolidated financial data for the periods indicated. The historical financial data (other than book value per share and the ratio of earnings to fixed charges, which information was prepared for this Offer to Purchase in accordance with applicable rules promulgated under the Exchange Act) for the years ended September 28, 1996 and September 30, 1995 was derived from the audited consolidated financial statements contained in the Company's Annual Reports on Form 10-K for the year ended September 28, 1996 and for the year ended September 30, 1995, respectively. The historical financial data (other than book value per share and the ratio of earnings to fixed charges, which information was prepared for this Offer to Purchase in accordance with applicable rules promulgated under the Exchange Act) for the nine months ended June 28, 1997 was derived from the unaudited consolidated condensed financial statements contained in the Company's Quarterly Report on Form 10-Q for the nine months ended June 28, 1997. The following summary financial information should be read in conjunction with, and is qualified in its entirety by reference to, the audited and unaudited financial statements and related notes, and other information pertaining to the Company, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained in the Annual Reports on Form 10-K for the years ended September 28, 1996 and September 30, 1995 and the Quarterly Report on Form 10-Q for the nine months ended June 28, 1997 referred to above. Copies of these reports may be obtained from the Commission in the manner specified in "Additional Information" located at the end of this Section. 21 NUTRAMAX PRODUCTS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
JUNE 28, SEPTEMBER 28, SEPTEMBER 30, 1997 1996 1995 ----------- ------------- ------------- (UNAUDITED) ASSETS: Current Assets: Cash................................ $ 92 $ 294 $ 503 Accounts receivable, net............ 12,285 12,848 9,050 Inventories......................... 22,386 18,231 12,497 Deferred income taxes............... 922 801 977 Prepaid expenses and other expense.. 753 618 525 ------- ------- ------- Total Current Assets............ 36,438 32,882 23,552 Property, Plant and Equipment, net.... 33,589 29,207 23,714 Restricted Cash....................... 815 4,742 -- Goodwill, net......................... 13,052 13,415 13,978 Other Assets.......................... 3,641 2,632 1,830 ------- ------- ------- $87,535 $82,878 $63,074 ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY: Current Liabilities: Accounts payable.................... $ 7,035 $ 7,265 $ 6,191 Accrued payroll and related taxes... 901 666 455 Accrued expenses--other............. 989 962 850 Current maturities of long-term debt............................... 2,958 14,498 1,904 ------- ------- ------- Total Current Liabilities....... 11,883 23,391 9,400 Long-Term Debt, less current maturities........................... 60,095 11,780 12,550 Other Long Term Liabilities........... -- 286 312 Deferred Income Taxes................. 2,451 1,604 1,579 Stockholders Equity: Common Stock--$.001 par value....... 5 9 9 Additional paid-in capital.......... 0(1) 23,468 22,567 Retained earnings................... 13,101(1) 22,340 16,657 ------- ------- ------- Total Stockholders' Equity...... 13,106 45,817 39,233 ------- ------- ------- $87,535 $82,878 $63,074 ======= ======= ======= Book value per share of Common Stock outstanding as of the balance sheet date......... $ 2.13 $ 5.37 $ 4.60
NOTES: - -------- (1) As a result of the MEDIQ Stock Repurchase, additional paid-in capital was reduced to $0 and retained earnings was reduced to $13,101. 22 NUTRAMAX PRODUCTS, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
YEAR ENDED ---------------- NINE MONTHS SEPT. SEPT. ENDED 28, 30, JUNE 28, 1997 1996 1995 ------------- ------- ------- (UNAUDITED) INCOME STATEMENT DATA: Net sales...................................... $ 70,219 $80,479 $63,111 Cost of sales.................................. 51,609 57,686 45,916 ----------- ------- ------- Gross profit................................... 18,610 22,793 17,195 Selling, general and administrative expenses... 9,884 11,662 8,694 ----------- ------- ------- Operating income............................... 8,726 11,131 8,501 Other credits (charges): Interest expense............................. (3,245) (1,479) (1,427) Interest income.............................. 121 95 13 Other........................................ (46) (384) 303 ----------- ------- ------- Income before income tax expense............... 5,556 9,363 7,390 Income tax expense............................. 2,250 3,680 2,916 ----------- ------- ------- Net income..................................... $ 3,306 $ 5,683 $ 4,474 =========== ======= ======= Earnings per share............................. $ .54 $ .67 $ .53 =========== ======= ======= Weighted average shares outstanding............ 6,156 8,531 8,520 =========== ======= ======= OTHER FINANCIAL DATA: Ratio of earnings to fixed charges (1)......... 2.52 6.30 5.64 NOTES:
- -------- (1) For purposes of determining the ratio of earnings to fixed charges, earnings consist of income before provision for income taxes plus fixed charges. Fixed charges consist of interest expense (including amortization of deferred financing costs) and one-third of rent expense from operating leases which management believes is a reasonable approximation of an interest factor. 23 PRO FORMA FINANCIAL INFORMATION (UNAUDITED) The following summary unaudited pro forma condensed consolidated financial statements as of and for the year ended September 28, 1996 were derived in part from the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended September 28, 1996. The unaudited pro forma financial data for the nine months ended June 28, 1997 was derived in part from the unaudited consolidated financial statements for the nine months ended June 28, 1997 contained in the Company's Quarterly Report on Form 10-Q for the period ended June 28, 1997. The pro forma condensed consolidated statements on income give effect to the Offer and the MEDIQ Stock Repurchase (as defined below) as if such transactions were consummated as of the beginning of the periods presented. The September 28, 1996 balance sheet gives effect to the Offer and the MEDIQ Stock Repurchase as if such transactions had occurred as of September 28, 1996. The pro forma June 28, 1997 balance sheet gives effect to the Offer only, as the MEDIQ Stock Repurchase is included in the historical amounts presented as of June 28, 1997. The following summary financial information should be read in conjunction with, and is qualified in its entirety by reference to, the audited and unaudited financial statements and related notes, and other information pertaining to the Company, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained in the Annual Report on Form 10-K for the year ended September 28, 1996 and the Quarterly Report on Form 10-Q for the nine months ended June 28, 1997 referred to above. Copies of these reports may be obtained from the Commission in the manner specified in "Additional Information" below. The unaudited pro forma information (i) does not purport to represent what the results of operation or financial position of the Company would actually have been if these transactions had in fact occurred on such date or to project the Company's financial position or results of operation for any future period, and (ii) does not reflect the recent acquisition of the first aid products business (the "AWC Business") of American White Cross, Inc. ("AWC") and Weaver Manufacturing Corporation ("Weaver"). See "Recent Developments." For purposes of this Offer to Purchase, the phrase "MEDIQ Stock Repurchase" refers to the Company's purchase on December 31, 1996 of all of the Shares then owned by MEDIQ Incorporated ("MEDIQ") (4,037,258 Shares) (the "MEDIQ Shares") of which 1,819,000 Shares were held in escrow in support of MEDIQ's 7.5% Subordinated Debentures due 2003. Pursuant to the definitive Stock Purchase Agreement dated as of November 20, 1996 relating to the MEDIQ Stock Repurchase, the Company paid an aggregate purchase price of $36,355,000 for the MEDIQ Shares (representing a purchase price of $9 per MEDIQ Share). The Company paid MEDIQ $19,963,000 of the $36,355,000 aggregate purchase price in cash and delivered to MEDIQ a promissory note for the remaining $16,372,000. 24 PRO FORMA FINANCIAL INFORMATION--(CONTINUED) CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
SEPTEMBER 28, 1996 ------------------------------------------------ MEDIQ OFFER HISTORICAL ADJUSTMENTS ADJUSTMENTS PRO FORMA ---------- ----------- ----------- --------- ASSETS: Total Current Assets......... 32,882 (150)(1) 32,732 ------- Property, Plant and Equipment, Net.............. 29,207 29,207 Goodwill, Net................ 13,415 13,415 Other Assets................. 7,374 1,376 (2) 8,750 ------- -------- ------- $82,878 $ 1,376 $(150) $84,104 ------- -------- ----- ------- LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable and Accrued Expenses.......... $ 8,893 $ 8,893 Current Maturities of Long Term Debt................. 14,498 (11,518)(3) 2,980 ------- -------- ------- Total Current Liabilities............. $23,391 (11,518) 11,873 ------- Long Term Debt, Less Current Maturities ................. 11,780 49,460 (3) 61,240 Other Liabilities............ 1,890 1,890 (36,335)(4) Stockholders Equity.......... 45,817 (1,325)(2) (150)(1) 9,101 1,094 (5) ------- -------- ----- ------- $82,878 $ 1,376 $(150) $84,104 ------- -------- ----- ------- Book value per share of common stock outstanding as at balance sheet date....... $5.37 $2.00
NOTES: - -------- (1) Represents the one time costs associated with the purchase of 450,000 Shares at the maximum Purchase Price of $12.75 per Share, in connection with the Offer and the subsequent sale of 450,000 Shares to the Investors at $12.75 per Share. (2) Represents fees associated with the MEDIQ Stock Repurchase and the debt financing related to the MEDIQ Stock Repurchase. (3) Represents the net impact of refinancing existing debt with the debt financing related to the MEDIQ Stock Repurchase. (4) Represents the impact of the MEDIQ Stock Repurchase. (5) Represents the value of the ING Warrants which were issued in connection with the subordinated debt financing related to the MEDIQ Stock Repurchase. 25 PRO FORMA FINANCIAL INFORMATION--(CONTINUED) CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
YEAR ENDED SEPTEMBER 28, 1996 -------------------------------------------------- PRO FORMA OFFER HISTORICAL MEDIQ ADJUSTMENTS ADJUSTMENTS PRO FORMA ---------- ----------------- ----------- --------- INCOME STATEMENT DATA: Net Sales.................. $80,479 $80,479 Cost of Sales.............. 57,686 57,686 ------- ------- Gross Profit............... 22,793 22,793 Selling, General & Administrative Expenses... 11,662 11,662 ------- ------- Operating Income........... 11,131 11,131 Other (Charges)............ (229)(1) Interest Expense......... (1,479) (3,810)(2) (5,518) Interest Income.......... 95 95 Other.................... (384) (384) ------- ------ ------- Income Before Income Taxes..................... 9,363 (4,039) 5,324 ------- Income Taxes............... 3,680 1,646 (3) 2,034 ------- ------ ------- Net Income................. $ 5,683 (2,393) $ 3,290 ------- ------ ------- Earnings Per Share......... $ 0.67 $ 0.72 ------- ------- Weighted Average Shares Outstanding............... 8,531 (4,037)(4) 39 (5) 4,549 ------- ------- 16 (6) OTHER FINANCIAL DATA: Ratio of earnings to fixed charges (7)............... 6.30 1.92
NOTES: - -------- (1) Represents amortization of fees directly attributable to the debt financing related to the MEDIQ Stock Repurchase. (2) Represents the increase in interest expense incurred in connection with the MEDIQ Stock Repurchase, the refinancing of existing bank debt and the amortization of the ING Warrants which were issued in connection with the subordinated debt financing related to the MEDIQ Stock Repurchase. (3) Represents the tax effect of pro forma adjustments. (4) Represents the total number of Shares purchased from MEDIQ in connection with the MEDIQ Stock Repurchase. (5) Represents the equivalent Shares associated with the Warrants as determined by the treasury stock method. (6) Represents the equivalent Shares associated with the ING Warrants which were issued in connection with the subordinated debt financing related to the MEDIQ Stock Repurchase, as determined by the treasury stock method. (7) For purposes of determining the ratio of earnings to fixed charges, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of interest expense (including amortization of deferred financing costs) and one-third of rent expense from operating leases which management believes is a reasonable approximation of an interest factor. 26 PRO FORMA FINANCIAL INFORMATION--(CONTINUED) CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
JUNE 28, 1997 --------------------------------------------- MEDIQ OFFER HISTORICAL ADJUSTMENTS ADJUSTMENTS PRO FORMA ---------- ----------- ----------- --------- ASSETS: Total Current Assets............ 36,438 (150)(1) 36,288 Property, Plant and Equipment, Net............................ 33,589 33,589 Goodwill, Net................... 13,052 13,052 Other Assets.................... 4,456 4,456 ------- ---- ------- $87,535 (150) 87,385 ------- --- ---- LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable and Accrued Expense...................... $ 8,925 $ 8,925 Current Maturities of Long Term Debt 2,958 2,958 ------- ------- Total Current Liabilities... $11,883 $11,883 ------- Long Term Debt, Less Current Maturities..................... 60,095 60,095 Other Liabilities............... 2,451 2,451 Stockholders Equity............. 13,106 (150)(1) 12,956 ------- --- ---- ------- $87,535 (150) $87,385 ------- --- ---- ------- Book value per common share outstanding as at balance sheet date........................... $ 2.13 $ 2.09 ------- -------
NOTES: - -------- (1) Represents the one time cost associated with the purchase of 450,000 Shares at the maximum Purchase Price of $12.75 per Share in connection with the Offer and the subsequent sale by the Company of 450,000 Shares to the Investors at $12.75 per Share. 27 PRO FORMA FINANCIAL INFORMATION--(CONTINUED) CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
NINE MONTHS ENDED JUNE 28, 1997 -------------------------------------------- MEDIQ OFFER HISTORICAL ADJUSTMENTS ADJUSTMENTS PRO FORMA ---------- ----------- ----------- --------- INCOME STATEMENT DATA: Net Sales........................ $70,219 $70,219 Cost of Sales.................... 51,609 51,609 ------- ------- Gross Profit..................... 18,610 18,610 Selling, General & Administrative Expenses........................ 9,884 9,884 ------- ------- Operating Income................. 8,726 8,726 Other (Charges) Interest Expense............... (3,245) (3,245) Interest Income................ 121 121 Other.......................... (46) (46) ------- ------- Income Before Income Taxes....... 5,556 5,556 ------- Income Taxes..................... 2,250 2,250 ------- ------- Net Income....................... $ 3,306 $ 3,306 ------- ------- Earnings Per Share............... $ 0.54 $ 0.53 ------- ------- Weighted Average Shares Outstanding..................... 6,156 39(1) 6,195 ------- ------- OTHER FINANCIAL DATA: Ratio of Earnings to Fixed Charges (2)..................... $ 2.52 $ 2.52 ------- -------
NOTES: - -------- (1) Represents the equivalent shares associated with the Warrants as determined by the treasury stock method. (2) For purposes of determining the ratio of earnings to fixed charges, earnings consists of income before provisions for income taxes plus fixed charges. Fixed charges consist of interest expense (including amortization of deferred financing costs) and one-third of rent expense from operating leases which management believes is a reasonable approximation of an interest factor. 28 RECENT DEVELOPMENTS AWC Acquisition. On September 11, 1997, the Company, through three wholly- owned subsidiaries, acquired the AWC Business (the "Acquisition"). Pursuant to the terms of the definitive Asset Purchase Agreement relating to the Acquisition, the Company purchased the AWC Business for $37.5 million and assumed $3.5 million in post-petition liabilities, subject to post-closing adjustments for inventory, accounts receivable and assumed liabilities as of the closing date. The Acquisition was approved by the United States Bankruptcy Court for the District of Delaware, in which the bankruptcy case of AWC and Weaver has been pending. The Acquisition was accounted for under the purchase method of accounting and resulted in recognition of approximately $10 million in goodwill. This goodwill is subject to the adjustment based on the final determination of the purchase price after the post-closing adjustments referred to above. Financing for the Acquisition included approximately $11 million from the private placement of 846,154 Shares to Cape Ann and certain related persons of Cape Ann. Concurrently with the Acquisition, the Company entered into an amendment to its senior secured credit facility with its banks which increased the aggregate principal amount available under such credit facility from $60 million to $92.1 million. Of the increased amount, approximately $26 million was used for the Acquisition and the remaining $6.1 million will be used to support future working capital needs. On September 26, 1997, the Company filed a Current Report on Form 8-K (the "Form 8-K"), with the Commission regarding the Acquisition. As permitted by the rules promulgated under the Exchange Act, the Form 8-K does not contain historical or pro forma financial information concerning the AWC Business because such information was not available at the time of filing. Pursuant to the rules promulgated under the Exchange Act, the Company is required to provide such historical and pro forma information by means of an amendment to the Form 8-K not later than sixty days from the date the filing of such Form 8-K was due. Fourth Quarter Performance. On October 14, 1997, the Company announced that its net sales for the thirteen weeks ended September 27, 1997, were estimated to be $23,914,000, compared with sales of $22,436,000, reported for the same period of a year ago. Net loss for the quarter was estimated to be between $933,000 and $1,032,000 or $.19 to $.21 per Share based on 4,914,000 weighted average Shares outstanding compared to fourth quarter 1996 net income of $1,712,000 or $.20 per Share based on 8,560,000 weighted average Shares outstanding. For the fiscal year ended September 27, 1997, sales were estimated to be $94,134,000, compared to $80,479,000 for fiscal 1996. Net income for the year was estimated to be between $2,274,000 or $.39 per Share and $2,373,000 or $.41 per Share on 5,976,000 weighted average Shares outstanding compared to $5,683,000 or $.67 per Share based on 8,531,000 average weighted Shares outstanding for fiscal 1996. Start-up problems with the production of cough drops described below during the June through September 1997 period had a negative impact on production and distribution and resulted in the unanticipated fourth quarter losses. These problems delayed completion of a major capital expansion program in the Company's largest division which manufactures cough and cold products. New production capacity, centered on a new continuous cooking line used in the manufacture of cough drops, became operational later than planned. The delay in final installation and operation of the new equipment coupled with unusually strong demand for cough drops, in turn resulted in delayed shipments of complete orders to many of the Company's customers. These developments, taken together, resulted in under-absorbed labor and overhead and over- crowding in the Company's primary distribution facility. As the Company worked with customers to ship against firm orders, excess freight costs were incurred, in addition to unabsorbed manufacturing costs in unrelated product lines which were temporarily limited in production to relieve mounting pressure on the distribution facility. Nearly $4.6 million of incremental unshipped orders had accumulated by the end of the quarter. The Company's new equipment is now in operation, and shipments against back orders are progressing. As the Company's order receipts remain strong, the backorder position continues to be large, and the Company will 29 continue to incur incremental freight and other expenses as it works to meet customer demand. These incremental costs will have some effect on first quarter margins as well, although the Company anticipates a profitable quarter and fiscal 1998. In order to provide additional warehousing capacity and improved distribution efficiencies, the Company's new 80,000 square foot distribution center located in Gloucester, Massachusetts is scheduled to begin operation in the December-January time period. The fourth quarter results have required waivers and amendments of covenants in the Company's bank loan agreement, and the Offer requires consents from the Company's senior and subordinated lenders. The Company has obtained all such waivers, amendments and consents. General. Some of the information presented in this section Recent Developments constitutes forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although management believes its expectations are based on reasonable assumptions within the bounds of the Company's knowledge of the Company's business and operations, there can be no assurance that actual results will not differ materially from its expectations. Factors which could cause actual results to differ from expectations include the integration of the newly acquired AWC Business, the ability of the Company to ship its increased order backlog, the timing of new product introductions by the Company, the timing of orders received from customers, the gain or loss of significant customers, changes in the mix of products sold, competition from other private label manufacturers, seasonal changes in the demand for the Company's products, increases in the cost of raw materials, production and distribution delays and changes in the retail market for health and beauty aids in general. For additional information concerning these and other important factors which may cause the Company's actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Commission, copies of which may be obtained in the manner specified in "Additional Information" below. In addition, this Section contains certain estimates regarding the Company's fourth quarter performance. These estimates reflect management's best assessment of the Company's fourth quarter performance. However, stockholders are cautioned that such estimates are based on financial information that has not yet been audited. Accordingly, no assurance can be given that such estimates will not differ materially from the Company's actual performance. ADDITIONAL INFORMATION The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Information, as of particular dates, concerning the Company's directors and officers, their remuneration, options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 2120, Washington, D.C. 20549; at its regional offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York, New York 10048. Copies of such material may also be obtained by mail, upon payment of the Commission's customary charges, from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. The Commission also maintains a Web site on the World Wide Web at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. Such reports, proxy statements and other information concerning the Company also can be inspected at the offices of Nasdaq, 1735 K Street, N.W., Washington, D.C. 20006, on which the Shares are listed. 30 12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and is likely to reduce the number of stockholders. Nonetheless, there should still be a sufficient number of Shares outstanding and publicly traded following the Offer to ensure a continued trading market in the Shares. Based on the published guidelines on Nasdaq, the Company does not believe that its purchase of Shares pursuant to the Offer will cause its remaining Shares to be delisted from Nasdaq. The Shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. The Company believes that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. The Shares are registered under the Exchange Act, which requires, among other things, that the Company furnish certain information to its stockholders and to the Commission and comply with the Commission's proxy rules in connection with meetings of the Company's stockholders. The Company believes that its purchase of Shares pursuant to the Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act. 13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS The Company is not aware of any license or regulatory permit that appears to be material to its business that might be adversely affected by its acquisition of Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the Company's acquisition or ownership of Shares as contemplated by the Offer. Should any such approval or other action be required, the Company currently contemplates that it will seek such approval or other action. The Company cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Company's business. The Company's obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions. See Section 6. 14. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES The following summary describes certain United States federal income taxes consequences relevant to the Offer. The discussion contained in this summary is based upon the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), existing and proposed United States Treasury regulations promulgated thereunder, rulings, administrative pronouncements and judicial decisions, changes to any of which could materially affect the tax consequences described herein and could be made on a retroactive basis. As discussed below, depending upon a stockholder's particular circumstances, the Company's purchase of such stockholder's Shares pursuant to the Offer may be treated either as a sale or dividend for United States federal income tax purposes. Accordingly, such a purchase generally will be referred to in this section of the Offer to Purchase as an exchange of Shares for cash. This summary does not apply to Shares that were acquired as compensation (including Shares acquired upon the exercise of options or which were or are subject to forfeiture restrictions). The summary also does not address the state, local or foreign tax consequences of participating in the Offer. The summary discusses only Shares held as capital assets, within the meaning of Section 1221 of the Code, and does not address all of the tax consequences that may be relevant to particular stockholders in light of their personal circumstances, or to certain types of stockholders (such as certain financial institutions, foreign holders, dealers in securities or commodities, insurance companies, tax-exempt organizations orpersons who held Shares as a position in a "straddle" or as part of a "hedging" or "conversion" transaction for United States federal income tax purposes). In particular, the discussion of the consequences of an exchange of Shares for cash pursuant to the Offer applies only to a 31 United States Holder. For purposes of this summary, a "United States Holder" is a beneficial owner of Shares that is (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any state or any political subdivision thereof (other than any partnership treated as foreign under United States Treasury regulations), or (iii) an estate or trust, the income of which is subject to United States federal income taxation regardless of its source. EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES OF PARTICIPATION IN THE OFFER. United States Holders Who Receive Cash Pursuant to the Offer. An exchange of Shares for cash pursuant to the Offer by a United States Holder will be a taxable transaction for United States federal income tax purposes. As a consequence of the exchange, a United States Holder, depending on such holder's particular circumstances will be treated either as having sold such holder's Shares or as having received a dividend distribution from the Company, with the tax consequences described below. Under Section 302 of the Code, a United States Holder whose Shares are exchanged pursuant to the Offer will be treated as having sold such Shares, and thus will recognize gain or loss, if the exchange (i) is "not essentially equivalent to a dividend" with respect to the holder, (ii) is "substantially disproportionate" with respect to such holder or (iii) results in "complete termination" of such holder's equity interest in the Company, each as discussed below. In applying these tests, a United States Holder will be treated as owning Shares actually or constructively owned by certain related individuals and entities. Further, for purposes of applying the tests described in clauses (i) and (ii), the Company believes that the issuance of the Warrants should be integrated with the Offer as part of an overall plan and therefore a United States Holder should disregard the Warrants in determining its interest in the Company immediately prior to the Offer, but should take into account the Warrants in determining its interest in the Company immediately after the Offer. If a United States Holder sells Shares to persons other than the Company at or about the time such holder also sells Shares to the Company pursuant to the Offer, and the various sales effected by the holder are part of an overall plan to reduce or terminate such holder's proportionate interest in the Company, then the sales to persons other than the Company may, for United States federal income tax purposes, be integrated with the holder's exchange of Shares pursuant to the Offer and, if integrated, should be taken into account in determining whether the holder satisfies any of the three tests described below. A United States Holder will satisfy the "not essentially equivalent to a dividend" test if the reduction in such holder's proportionate interest in the Company constitutes a "meaningful reduction" given such holder's particular facts and circumstances. The IRS has indicated in published rulings that any reduction in the proportionate interest of a stockholder whose relative stock interest in a publicly-held corporation is minimal and who exercises no control over corporate affairs should constitute such a "meaningful reduction." The IRS has further indicated that in determining whether the proportionate interest of a United States Holder is reduced for this purpose, consideration will be given to changes in both the holder's equity and voting interests in the Company. An exchange of Shares will generally be "substantially disproportionate" with respect to a United States Holder if (a) the ratio which the Shares owned actually and constructively by the holder immediately after the redemption bears to all of the voting stock of the Company at such time is less than 80% of the ratio which the Shares owned actually and constructively by the holder immediately before the redemption bears to all of the voting stock of the Company at such time and (b) the United States Holder's actual and constructive ownership of the aggregate common stock of the Company (including, for this purpose, the Warrants) on a fair market value basis also satisfies the 80% requirement described in clause (a). A United States Holder that exchanges all Shares actually or constructively owned by such holder for cash pursuant to the Offer will be treated as having completely terminated such holder's equity interest in the Company. If a United States Holder could meet the complete termination of interest test but for attribution from family members, such attribution can be waived if a number of requirements are met, including the timely filing of an agreement with the Internal Revenue Service. 32 If a United States Holder is treated as having sold such holder's Shares under any of the tests described above, such holder will recognize gain or loss equal to the difference between the amount of cash received and such holder's tax basis in the Shares exchanged therefor. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the Shares exceeds one year as of the date of the exchange. Calculations of gain or loss must be made separately for each block of Shares exchanged by a United States Holder. A United States Holder may be able to designate which blocks and the order of such blocks of Shares to be tendered pursuant to the Offer. In the case of a non-corporate holder of Shares, long- term capital gains will be subject to tax at the reduced rate, and will be treated as long-term capital gain eligible for a further reduced rate if the Shares are held for more than eighteen months. If a United States Holder who exchanges Shares pursuant to the Offer is not treated under Section 302 as having sold such holder's Shares, the entire amount of cash received by such holder will be treated as a dividend to the extent of the Company's current and accumulated earnings and profits, which the Company anticipates will be sufficient to cover the amount of any such dividend and will be includible in the holder's gross income as ordinary income in its entirety, without reduction for the tax basis of the Shares exchanged. No loss will be recognized. The United States Holder's tax basis in the Shares exchanged generally will be added to such holder's tax basis in such holder's remaining Shares. To the extent that cash received in exchange for Shares is treated as a dividend to a corporate United States Holder, such holder will be, (i) eligible for a dividends received deduction (subject to applicable limitations) and (ii) subject to the "extraordinary dividend" provisions of the Code (in which case the nontaxed portion of the dividend would reduce a corporate holder's adjusted tax basis in the Shares exchanged, but not below zero, and would thereafter be taxable as capital gain from the sale or exchange of the exchanged Shares). To the extent, if any, that the cash received by a United States Holder is not a dividend because the Company does not have sufficient current and accumulated earnings and profits, it will be treated first as a tax-free return of such holder's tax basis in the Shares and thereafter as capital gain. The Company cannot predict whether or to what extent the Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to the Offer will cause the Company to accept fewer Shares than are tendered. Therefore, a Holder can be given no assurance that a sufficient number of such Holder's Shares will be exchanged pursuant to the Offer to ensure that such exchange will be treated as a sale, rather than as a dividend, for United States federal income tax purposes pursuant to the rules discussed above. See Section 3 with respect to the application of United States federal income tax withholding to payments made to foreign stockholders and backup withholding. Stockholders who do not receive cash pursuant to the Offer. Stockholders, none of whose Shares are exchanged pursuant to the Offer, will not incur any tax liability as a result of the consummation of the Offer. THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. EACH STOCKHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS. 15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS The Company expressly reserves the right, in its sole discretion but subject to the terms and provisions of the Cape Ann Agreement, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 6 shall have occurred or shall be deemed by the Company to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer and not accept for payment or pay for any Shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 6 hereof by giving oral or written notice of such termination or postponement to the Depositary and 33 making a public announcement thereof. The Company's reservation of the right to delay payment for Shares which it has accepted for payment is limited by Rules 13e-4(f)(2) and 13e-4(f)(5) promulgated under the Exchange Act, which require that the Company must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, the Company further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 6 shall have occurred or shall be deemed by the Company to have occurred, to amend the Offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of Shares or by decreasing or increasing the number of Shares being sought in the Offer). Amendments to the Offer may be made at any time and from time to time by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Boston, Massachusetts time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to stockholders in a manner reasonably designated to inform stockholders of such change. Without limiting the manner in which the Company may choose to make any public announcement, except as provided by applicable law (including Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act), the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. If the Company makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer (including by exercising its sole discretion under Section 6 to conclude that a condition set forth in Section 6 has not occurred under circumstances in which a reasonable person could conclude that such condition had in fact occurred), the Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act, which require the minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend upon the facts and circumstances, including the relative materiality of such terms or information. If (i) the Company increases or decreases the price to be paid for Shares, the Company increases the number of Shares being sought and such increase in the number of Shares being sought exceeds 2% of the outstanding Shares, or the Company decreases the number of Shares being sought, and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended until the expiration of such period of ten business days. 16. FEES AND EXPENSES The Company has retained D. F. King & Co., Inc. as Information Agent and Boston EquiServe L.P. as Depositary in connection with the Offer. The Information Agent and the Depositary will receive reasonable and customary compensation for their services. The Company will also reimburse the Information Agent and the Depositary for out-of-pocket expenses, including reasonable attorneys' fees, and has agreed to indemnify the Information Agent and the Depositary against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws. The Information Agent may contact stockholders by mail, facsimile, telephone, telex, telegraph and personal interviews, and may request brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners. Neither the Information Agent nor the Depositary has been retained to make recommendations in connection with the Offer. The Company will not pay fees or commissions to any broker, dealer, commercial bank, trust company or other person for soliciting any Shares pursuant to the Offer. The Company will however, on request, reimburse such persons for customary handling and mailing expenses incurred in forwarding materials in respect of the Offer to the beneficial owners for which they act as nominees. No such broker, dealer, commercial bank or trust company has been authorized to act as the Company's agent for purposes of the Offer. The Company will pay (or cause to be paid) any stock transfer taxes on its purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. 34 17. MISCELLANEOUS The Company is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If the Company becomes aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, the Company will make a good faith effort to comply with such law. If after such good faith effort, the Company cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In any jurisdiction where the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer is being made on the Company's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Pursuant to Rule 13e-4 promulgated under the Exchange Act, the Company has filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") which contains additional information with respect to the Offer. The Schedule 13E-4, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as set forth in "Additional Information" in Section 11 with respect to information concerning the Company. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NutraMax Products, Inc. October 29, 1997 35 SCHEDULE I CERTAIN TRANSACTIONS INVOLVING SHARES Based upon the Company's records and upon information provided to the Company by its directors, executive officers, associates and subsidiaries, except as described below or otherwise described in this Offer to Purchase, neither the Company nor any of its associates, subsidiaries or persons controlling the Company nor, to the best of the Company's knowledge, any of the directors or executive officers of the Company or any of its subsidiaries, nor any associate or subsidiary of any of the foregoing, has effected any transactions in the Shares during the 40 business days prior to October 29, 1997. Pursuant to a certain Stock Purchase Agreement, dated as of August 12, 1997, as amended, between the Company and Cape Ann, the Company issued, on September 11, 1997, 846,154 Shares to Cape Ann for $13 per Share in a private placement transaction in order to finance a portion of the Company's recent Acquisition of the AWC Business. Such Shares represent approximately 15.1% of the outstanding Shares of as October 27, 1997. Cape Ann subsequently transferred 36,000 of such Shares to related persons. On or about September 10, 1997, David M. Schulte, an affiliate of Cape Ann, transferred 5,000 Shares held by a family investment partnership to the Managing Member of Cape Ann. 36 Facsimile copies of the Letter of Transmittal will be accepted from Eligible Institutions only. The Letter of Transmittal (or an Agent's Message in lieu thereof) and certificates for Shares and any other required documents should be sent or delivered by each stockholder or such stockholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at its address set forth below: The Depositary for the Offer is: BOSTON EQUISERVE L.P. By Mail via Return Envelope: BOSTON EQUISERVE L.P. P.O. Box 9061 Boston, MA 02205-8686 By Hand: STARS 55 Broadway Street 3rd Floor New York, NY By Overnight or Express Mail: BOSTON EQUISERVE L.P. 70 Campanelli Drive Braintree, MA 02184 By Facsimile Transmission (for Eligible Institutions only): (617) 794-6333 Confirm Facsimile Transmissions by Telephone: (617) 794-6388 Any questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and address below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer. To confirm delivery of Shares, stockholders are directed to contact the Depositary. The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street New York, N.Y. 10005 Banks and Brokers, Call Collect: (212) 269-5550 All Others, Call Toll-Free: (800) 488-8075 EX-9.A(2) 3 FORM OF LETTER OF TRANSMITTAL Exhibit 9a(2) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF NUTRAMAX PRODUCTS, INC. PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 29, 1997 THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, BOSTON, MASSACHUSETTS TIME, ON NOVEMBER 28, 1997, UNLESS THE OFFER IS EXTENDED. The Depositary for the Offer is: BOSTON EQUISERVE L.P. By Mail via Return By Hand: By Overnight or Express Envelope: Mail: STARS Boston EquiServe L.P. 55 Broadway, 3rd Floor Boston EquiServe L.P. P.O. Box 9061 New York, NY 10006 70 Campanelli Drive Boston, MA 02205-8686 Braintree, MA 02184 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. [_IF]ANY OF THE CERTIFICATES FOR THE SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, CHECK THIS BOX AND SEE INSTRUCTION 15. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX. DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4) - -------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED SHARES TENDERED HOLDER(S) (PLEASE FILL IN EXACTLY AS NAME(S) (ATTACH ADDITIONAL APPEAR(S) ON CERTIFICATE(S)) SIGNED LIST IF NECESSARY) - -------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARES REPRESENTED NUMBER OF CERTIFICATE BY SHARES NUMBERS CERTIFICATES(S) TENDERED** --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Total Shares
- ------------------------------------------------------------------------------- Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of proration.*** (Attach an additional signed list if necessary.) See Instruction 14. 1st 2nd 3rd 4th 5th - ------------------------------------------------------------------------------- * Need not be completed by stockholders tendering Shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares represented by each Share certificate delivered to the Depositary are being tendered hereby. See Instruction 4. *** If you do not designate an order, then in the event fewer than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERY TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. This Letter of Transmittal is to be used only if certificates are to be forwarded herewith or if delivery of Shares (as defined below) is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC") or the Philadelphia Depository Trust Company ("PDTC") (hereinafter collectively referred to as the "Book-Entry Transfer Facilities") pursuant to the procedures set forth in Section 3 of the Offer to Purchase (as defined below). Stockholders who cannot deliver their Share certificates and any other documents required to the Depositary by the Expiration Date (as defined in the Offer to Purchase) (or who are unable to comply with the procedures for book- entry transfer on a timely basis) must tender their Shares using the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Ladies and Gentlemen: The undersigned hereby tenders to NutraMax Products, Inc., a Delaware corporation (the "Company"), the above-described shares of its common stock, par value $.001 per share (the "Shares"), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 29, 1997 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Subject to, and effective upon, acceptance for payment of, and payment for the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Shares that are being tendered hereby or orders the registration of such Shares tendered by book-entry transfer that are purchased pursuant to the Offer to or upon the order of the Company and hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to: (i) deliver certificates for such Shares, or transfer ownership of such Shares on the account books maintained by any of the Book-Entry Transfer Facilities, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below) with respect to such Shares; (ii) present certificates for such Shares for cancellation and transfer on the books of the Company; and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants to the Company that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when and to the extent the same are accepted for payment by the Company, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby. The undersigned represents and warrants to the Company that the undersigned has read and agrees to all of the terms of the Offer. All authority herein conferred or agreed to be conferred shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions will constitute the undersigned's representation and warranty to the Company that (i) the undersigned has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies with Rule 14e-4. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered hereby. The certificate numbers, the number of Shares represented by such certificates and the number of Shares that the undersigned wishes to tender should be indicated in the appropriate boxes on this Letter of Transmittal. The undersigned understands that the Company will determine a single per Share price (not greater than $12.75 nor less than $11.00 per Share), net to the Seller in cash (the "Purchase Price"), that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The undersigned understands that the Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. The undersigned understands that all Shares validly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including its proration provisions, and that the Company will return all other Shares, including Shares tendered at prices greater than the Purchase Price and not withdrawn and Shares not purchased because of proration. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for Shares tendered or may not be required to purchase any of the Shares tendered hereby or may accept for payment fewer than all of the Shares tendered hereby. Unless otherwise indicated under "Special Payment Instructions," please issue the check for the Purchase Price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any Shares not tendered or not purchased, in the name(s) of the undersigned (or, in the case of Shares tendered by book-entry transfer, by credit to the account at the applicable Book-Entry Transfer Facility). Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the Purchase Price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate), to the undersigned at the address shown below the undersigned's signature. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the check for the Purchase Price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any Shares not tendered or not purchased, in the name(s) of, and mail such check and/or any certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation, pursuant to the "Special Payment Instructions," to transfer any Shares from the name of the registered holder(s) thereof or to order the registration or transfer of such Shares tendered by book-entry transfer if the Company does not accept for payment any of the Shares so tendered. If the Special Payment Instructions are completed, all signatures on this Letter of Transmittal must be guaranteed by a firm that is an Eligible Institution (as defined in the Offer to Purchase). The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED ---------------- IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED. (SEE INSTRUCTION 5) ---------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES. ---------------- SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION [_]The undersigned wants to maximize the chance of having the Company purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares at, and is willing to accept, the Purchase Price resulting from the Dutch auction tender process. This action could result in receiving a price per Share as low as $11.00 or as high as $12.75. ***CHECK EITHER THE BOX ABOVE OR CHECK ONE BOX BELOW*** ---------------- SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER [_]$11 [_]$11 1/2 [_]$12 [_]$12 1/2 [_] 11 1/16 [_] 11 9/16 [_] 12 1/16 [_] 12 9/16 [_] 11 1/8 [_] 11 5/8 [_] 12 1/8 [_] 12 5/8 [_] 11 3/16 [_] 11 11/16 [_] 12 3/16 [_] 12 11/16 [_] 11 1/4 [_] 11 3/4 [_] 12 1/4 [_] 12 3/4 [_] 11 5/16 [_] 11 13/16 [_] 12 5/16 [_] 11 3/8 [_] 11 7/8 [_] 12 3/8 [_] 11 7/16 [_] 11 15/16 [_] 12 7/16 ODD LOTS (SEE INSTRUCTION 9) This section is to be completed ONLY if Shares are being tendered by or on behalf of a person who is the beneficial or record owner of an aggregate of fewer than 100 Shares. The undersigned either (check one box): [_]owns beneficially or of record at the Expiration Date, an aggregate of fewer than 100 Shares, all of which are being tendered; or [_]is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by such beneficial owner, that such beneficial owner owns beneficially at the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of his or her Shares. If you do not wish to specify a Purchase Price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal). [_] SPECIAL PAYMENT INSTRUCTIONS (SEE SPECIAL DELIVERY INSTRUCTIONS INSTRUCTIONS 1, 6, 7 AND 8) (SEE INSTRUCTIONS 6 AND 8) To be completed ONLY if the To be completed ONLY if the check for the aggregate Purchase check for the Purchase Price of Price of Shares purchased (less Shares purchased (less the amount the amount of any federal income of any federal income and backup and backup withholding tax re- withholding tax required to be quired to be withheld) and/or withheld) and/or certificates for certificates for Shares not ten- Shares not tendered or not pur- dered or not purchased are to be chased are to be mailed to some- issued in the name of someone one other than the undersigned or other than the undersigned. If to the undersigned at an address these Special Payment Instruc- other than that shown below the tions are completed, all signa- undersigned's signatures. If tures on this Letter of Transmit- these Special Delivery Instru- tal must be guaranteed by a firm ments are completed, all signa- that is an Eligible Institution tures on this Letter of Transmit- (as defined in the Offer to Pur- tal must be guaranteed by a firm chase). that is an Eligible Institution (as defined in the Offer of Pur- chase). Issue check and/or certificates to: Name _____________________________ Mail check and/or certificates (PLEASE PRINT) to: Address __________________________ Name _____________________________ (PLEASE PRINT) (PLEASE PRINT) __________________________________ Address __________________________ __________________________________ (PLEASE PRINT) (INCLUDE ZIP CODE) __________________________________ __________________________________ __________________________________ (TAX IDENTIFICATION OR SOCIAL (INCLUDE ZIP CODE) SECURITY NUMBER) __________________________________ (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) PLEASE SIGN HERE (TO BE COMPLETED BY ALL STOCKHOLDERS) ______________________________________________________________________________ ______________________________________________________________________________ SIGNATURE(S) OF OWNER(S) Dated __________________________________________________________________, 1997 Name__________________________________________________________________________ _________________________________________________________________________ (PLEASE PRINT) Capacity (full title) ________________________________________________________ Address ______________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone No. __________________________________________________ (Must be signed by registered holder(s) exactly as name(s) appear(s) on Share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) Name of Firm _________________________________________________________________ Authorized Signature _________________________________________________________ Name__________________________________________________________________________ _________________________________________________________________________ (PLEASE PRINT) Title ________________________________________________________________________ Address ______________________________________________________________________ Area Code and Telephone No. __________________________________________________ Dated __________________________________________________________________, 1997 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a firm that is an Eligible Institution (as defined in the Offer to Purchase), unless (i) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) have not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal, or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 6. 2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be used either if Share certificates are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary's account at one of the Book-Entry Transfer Facilities of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or, for Eligible Institutions only, a facsimile thereof) or an Agent's Message (as defined below) in connection with a book-entry transfer, together in each case with any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal prior to the Expiration Date. If certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. Stockholders whose Share certificates are not immediately available, who cannot deliver their Share certificates and all other required documents to the Depositary or who cannot complete the procedure for delivery by book-entry transfer prior to the Expiration Date may tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company (with any required signature guarantees) must be received by the Depositary prior to the Expiration Date, and (iii) the certificates for all physically delivered Shares in proper form for transfer by delivery, or a confirmation of a book- entry transfer into the Depositary's account at one of the Book-Entry Transfer Facilities of all Shares delivered electronically, in each case together with a properly completed and duly executed Letter of Transmittal (or, for Eligible Institutions only, facsimile thereof) (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by this Letter of Transmittal, must be received by the Depositary no later than Midnight, Boston, Massachusetts time, on the third business day after the date of the execution of the Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The term "Agent's Message" means a message from a Book-Entry Transfer Facility transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer of Shares (a "Book-Entry Confirmation") which states that (a) such Book-Entry Transfer Facility has received from the participant in such Book-Entry Transfer Facility an express acknowledgment of such participant's tender of the Shares that are the subject of the Book-Entry Confirmation and specifying the price at which such Shares are to be tendered, (b) the participant in such Book-Entry Transfer Facility has received and agrees to be bound by the terms of the Letter of Transmittal, and (c) the Company may enforce such agreement against the participant in such Book-Entry Transfer Facility. Delivery of documents to a Book-Entry Transfer Facility in accordance with such Facility's procedures does not constitute delivery to the Depositary. The Notice of Guaranteed Delivery may be delivered by hand or by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution on the form set forth in such notice. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative or contingent tenders will be accepted. By executing this Letter of Transmittal (or, for Eligible Institutions only, a facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In such case, a new certificate for the Shares not purchased by the Company in the Offer will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the "Special Payment Instructions" or "Special Delivery Instructions" boxes on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be validly tendered, the stockholder must check the box indicating the price per Share at which such stockholder is tendering Shares under "Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal, except that Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) may check the box in the section entitled "Odd Lots" indicating that such stockholder is tendering all Shares at the Purchase Price determined by the Company. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR (OTHER THAN AS DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES. A stockholder wishing to tender portions of such stockholder's Share holdings at different prices must complete a separate Letter of Transmittal for each price at which such stockholder wishes to tender each such portion of such stockholder's Shares. The same Shares cannot be tendered (unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. Stockholders wishing to maximize the possibility that their Shares will be purchased at the relevant Purchase Price may check the box on the Letter of Transmittal marked "Shares Tendered at Purchase Price Determined by Dutch Auction." Checking this box may result in a Purchase Price of the Shares so tendered at the minimum price of $11.00. 6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Shares tendered hereby is held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or, for Eligible Institutions only, facsimiles thereof) as there are different registrations of certificates. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the Purchase Price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s), in which case the certificates evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such certificates. Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on such certificate(s). Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted. 7. STOCK TRANSFER TAXES. Except as set forth in this Instruction, the Company will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the aggregate Purchase Price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s), or if tendered Shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to Purchase. Except as provided in this Instruction 7, it will not be necessary to affix transfer tax stamps to the certificates representing Shares tendered hereby. 8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the Purchase Price of any Shares tendered hereby is to be issued in the name of, and/or any Shares not tendered or not purchased are to be returned to, a person other than the person(s) signing this Letter of Transmittal, or if the check and/or any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to an address other than that shown above in the box captioned "Description of Shares Tendered," then the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" should be completed, respectively. Stockholders tendering Shares by book-entry transfer will have any Shares not accepted for payment returned by crediting the account maintained by such stockholder at the Book-Entry Transfer Facility from which such transfer was made. 9. ODD LOTS. As described in Section 1 of the Offer to Purchase, if fewer than all Shares validly tendered and not withdrawn prior to the Expiration Date are to be purchased, the Shares purchased first will consist of all Shares validly tendered and not withdrawn by any stockholder who owns, beneficially or of record at the Expiration Date, an aggregate of fewer than 100 Shares, and who validly tenders all such Shares (partial tenders of Shares will not qualify for this preference) and completes the box captioned "Odd Lots" in this Letter of Transmittal, and, if applicable, the Notice of Guaranteed Delivery. 10. SUBSTITUTE FORM W-9 AND FORM W-8. To prevent backup federal income tax withholding equal to 31% of the gross payments payable pursuant to the Offer, each stockholder who does not otherwise establish an exemption from backup withholding must notify the Depositary of such stockholder's correct taxpayer identification number (or certify that such taxpayer is awaiting a taxpayer identification number) and provide certain other information by completing, under penalties of perjury, the Substitute Form W-9 included in the Letter of Transmittal. Noncorporate foreign stockholders should generally complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. As more fully described below, in the case of a foreign stockholder, even if such stockholder has provided the required certification to avoid backup withholding, the Depositary will withhold 30% of the gross payments made pursuant to the Offer unless a reduced rate of withholding or an exemption from withholding is applicable. 11. WITHHOLDING ON FOREIGN STOCKHOLDERS. The Depositary will withhold United States federal income taxes equal to 30% of the gross payments payable to a foreign stockholder unless the Company and the Depositary determine that (i) a reduced rate of withholding is available pursuant to a tax treaty or (ii) an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a foreign stockholder is any stockholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership, or other entity created or organized in or under the laws of the United States, any State or any political subdivision thereof (other than any partnership treated as foreign under United States Treasury regulations) or (iii) an estate or trust, the income of which is subject to United States federal income taxation regardless of the source of such income. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a foreign stockholder must deliver to the Depositary before the payment a properly completed and executed IRS Form 1001. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the Depositary a properly completed and executed IRS Form 4224. The Company and the Depositary will determine a stockholder's status as a foreign stockholder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate that such reliance thereon is not warranted. A foreign stockholder may be eligible to obtain a refund of all or a portion of any tax withheld if such stockholder meets the "complete redemption," "substantially disproportionate" or "not essentially equivalent to a dividend" tests described in Section 14 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. 12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for assistance may be directed to the Information Agent at its telephone number and address listed below. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal or other tender offer material may likewise be directed to the Information Agent, and such copies will be furnished promptly at the Company's expense. Stockholders may also contact their local broker, dealer, commercial bank or trust company for documents relating to, or assistance concerning, the Offer. 13. IRREGULARITIES. All questions as to the number of Shares to be accepted, the price to be paid therefor and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Shares or any particular stockholder, and the Company's interpretation of the terms and conditions of the Offer (including these instructions) will be final and binding. Tenders will not be deemed to have been made until all defects and irregularities have been cured or waived prior to the Expiration Date or at such time as the Company shall determine. None of the Company, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice. 14. ORDER OF PURCHASE IN EVENT OF PRORATION. The order in which Shares are purchased may affect the United States federal income tax consequences to a stockholder, including because, as indicated in Section 14 of the Offer to Purchase, the United States federal income tax consequences to a stockholder may vary depending on the extent to which the stockholder's voting interest in the Company is reduced and on the particular block of Shares purchased from the stockholder. The Letter of Transmittal affords each stockholder tendering shares in certificate form the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration for tax purposes and so as to otherwise enable stockholders to designate which Shares are to be tendered. See Sections 1 and 14 of the Offer to Purchase. 15. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose certificates for Shares have been mutilated, lost, stolen or destroyed should contact the Depositary at the address indicated above for further instructions as soon as possible. In the event of a mutilated, lost, stolen or destroyed certificate, certain procedures will be required to be completed before this Letter of Transmittal can be processed. Because these procedures may take a substantial amount of time to complete, notice of any mutilated, lost, stolen or destroyed certificate should be provided to the Depositary as soon as possible. IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE. STOCKHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THEIR LETTER OF TRANSMITTAL. PART 1--PLEASE PROVIDE -------------------- YOUR TIN IN THE BOX AT Social security RIGHT AND CERTIFY BY number SIGNING AND DATING BELOW SUBSTITUTE FORM W-9 DEPARTMENT OF THE TREASURY OR------------------ INTERNAL Employer REVENUE identification number SERVICE PART 2--CERTIFICATION--Under penalties of perjury, I certify that: ------------------------------------------------------ (1) The number shown on this form is my correct Taxpayer Identification Number (or I am awaiting a number to be issued to me) and (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am not subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN") ------------------------------------------------------ CERTIFICATION INSTRUCTIONS--You must PART 3-- cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withhold- ing because of underreporting interest or dividends on your tax return. How- ever, if after being notified by the IRS that you are subject to backup withholding, you received another no- tification from the IRS that you are no longer subject to backup withhold- ing, do not cross out such item (2). Awaiting TIN [_] SIGNATURE ___________ DATE ___________ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days. ------------------------------------ ------------------------------------ Signature Date The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 488-8075 The Depositary for the Offer is: BOSTON EQUISERVE L.P. 150 Royall Street Canton, MA 02021 (800) 426-5523 EX-9.A(3) 4 FORM OF NOTICE OF GUARANTEED DELIVERY Exhibit 9a(3) NUTRAMAX PRODUCTS, INC. NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if certificates for the shares of common stock of NutraMax Products, Inc. are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all other documents required by the Letter of Transmittal to be delivered to the Depositary (as defined below) prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase defined below). Such form may be delivered by hand or transmitted by mail or overnight courier, or by facsimile transmission, to the Depositary. See Section 3 of the Offer to Purchase. THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION. THE DEPOSITARY FOR THE OFFER IS: BOSTON EQUISERVE L.P. By Mail Via Return By Hand: By Overnight or Envelope: Express Mail: STARS Boston EquiServe L.P. 55 Broadway Street Boston EquiServe L.P. P.O. Box 9061 3rd Floor 70 Campanelli Drive Boston, MA 02205-8686 New York, NY Braintree, MA 02184 By Facsimile Transmission: (for Eligible Institutions Only) (617) 794-6333 Confirm Facsimile Transmission By Telephone: (617) 794-6388 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED Ladies and Gentlemen: The undersigned hereby tenders to NutraMax Products, Inc., a Delaware corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 29, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares of common stock, par value $.001 per share (the "Shares"), of the Company listed below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED ---------------- IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE SPECIFIED MUST BE USED. ---------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES. ---------------- SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION [_]The undersigned wants to maximize the chance of having the Company purchase all of the Shares that the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares at, and is willing to accept, the Purchase Price resulting from the Dutch auction tender process. This action could result in receiving a price per Share as low as $11.00 or as high as $12.75. ***CHECK EITHER THE BOX ABOVE OR CHECK ONE BOX BELOW*** SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER [_]$11 [_]$11 1/2 [_]$12 [_]$12 1/2 [_] 11 1/16 [_] 11 9/16 [_] 12 1/16 [_] 12 9/16 [_] 11 1/8 [_] 11 5/8 [_] 12 1/8 [_] 12 5/8 [_] 11 3/16 [_] 11 11/16 [_] 12 3/16 [_] 12 11/16 [_] 11 1/4 [_] 11 3/4 [_] 12 1/4 [_] 12 3/4 [_] 11 5/16 [_] 11 13/16 [_] 12 5/16 [_] 11 3/8 [_] 11 7/8 [_] 12 3/8 [_] 11 7/16 [_] 11 15/16 [_] 12 7/16 2 ODD LOTS This section is to be completed ONLY if Shares are being tendered by or on behalf of a person who owns beneficially or of record, as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one box): [_]owned beneficially or of record, as of the Expiration Date, an aggregate of fewer than 100 Shares, all of which are being tendered, or [_]is a broker, dealer, commercial bank, trust company or other nominee who (i) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner owns beneficially, as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" above). [_] Number of Shares _____________________________________ Certificate No.(s) (If Available) Name(s) (Please Print) _____________________________________ _____________________________________ _____________________________________ If Shares will be tendered by (Address) book-entry transfer: Name of Transferring Institution: _____________________________________ _____________________________________ Area Code and Telephone Number Account No. _____________________________________ Signature(s) at (check one) [_] The Depository Trust Company [_] Philadelphia Depository Trust Company 3 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company (not a savings bank or savings and loan association) having an office, branch or agency in the United States hereby guarantees (i) that the above-named person(s) has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, (ii) that such tender of Shares complies with Rule 14e-4, and (iii) to deliver to the Depositary at one of its addresses set forth above certificates for the Shares tendered hereby, in proper form for transfer, or a confirmation of the book-entry transfer of the Shares tendered hereby into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company in each case together with a properly completed and duly executed Letter(s) of Transmittal (or, for Eligible Institutions only, facsimiles thereof), or an Agent's Message in connection with a book-entry transfer, together in each case with any required signature guarantees and any other required documents, all within three Nasdaq SmallCap Market trading days after the date hereof. _____________________________________ _____________________________________ NAME OF FIRM AUTHORIZED SIGNATURE _____________________________________ _____________________________________ ADDRESS NAME (PLEASE TYPE OR PRINT) _____________________________________ _____________________________________ CITY, STATE, ZIP CODE TITLE _____________________________________ _____________________________________ AREA CODE AND TEL. NO. DATE DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. 4 EX-9.A(4) 5 FORM OF LETTER TO THE BROKERS, DEALERS Exhibit 9a(4) NUTRAMAX PRODUCTS, INC. OFFER TO PURCHASE FOR CASH UP TO 450,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $12.75 NOR LESS THAN $11.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, BOSTON, MASSACHUSETTS TIME, ON NOVEMBER 28, 1997, UNLESS THE OFFER IS EXTENDED. October 29, 1997 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: In our capacity as Information Agent, we are enclosing the material listed below relating to the offer of NutraMax Products, Inc., a Delaware corporation (the "Company"), to purchase up to 450,000 shares of its common stock, par value $.001 per share (the "Shares"), at prices not greater than $12.75 nor less than $11.00 per Share, net to the seller in cash, specified by tendering stockholders, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 29, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). Also enclosed is certain other material related to the Offer. The Company will determine, upon the terms and subject to the conditions of the Offer, a single price per Share (not greater than $12.75 nor less than $11.00 per Share), net to the seller in cash (the "Purchase Price"), that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. The Company will pay the Purchase Price for all Shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the Offer, including the provisions relating to proration described in the Offer to Purchase. See Section 1 of the Offer to Purchase. The Purchase Price will be paid in cash, net to the seller, with respect to all Shares purchased. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be returned. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6 OF THE OFFER TO PURCHASE. We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. The Company will, upon request, reimburse you for reasonable and necessary handling and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. For your information and for forwarding to your clients, we are enclosing the following documents: 1. The Offer to Purchase. 2. The Letter of Transmittal for your use and for the information of your clients. 3. A letter to stockholders of the Company from Donald E. Lepone, President and Chief Executive Officer of the Company. 4. The Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to the Depositary by the Expiration Date (each as defined in the Offer to Purchase). 5. A letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space for obtaining such clients, instructions with regard to the Offer. 6. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding. 7. A return envelope addressed to Boston EquiServe L.P., the Depositary. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, BOSTON, MASSACHUSETTS TIME, ON NOVEMBER 28, 1997, UNLESS THE OFFER IS EXTENDED. The Company will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer. The Company will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary handling and mailing expenses incurred by them in forwarding materials relating to the Offer to their customers. The Company will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 7 of the Letter of Transmittal. As described in the Offer to Purchase, if more than 450,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date, as defined in Section 1 of the Offer to Purchase, the Company will accept Shares for purchase in the following order of priority: (i) all Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date by any stockholder who owned beneficially or of record, as of the Expiration Date, an aggregate of fewer than 100 Shares and who validly tenders all of such Shares (partial tenders will not qualify for this preference) and completes the box captioned "Odd Lots" in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery; and (ii) after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date on a pro rata basis. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER AND THE FINANCING (AS DEFINED IN THE OFFER TO PURCHASE). HOWEVER, STOCKHOLDERS SHOULD MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SUCH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. SEE SECTION 9 OF THE OFFER TO PURCHASE FOR INFORMATION REGARDING THE INTENTION OF THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS WITH RESPECT TO TENDERING PURSUANT TO THE OFFER. Any questions or requests for assistance or additional copies of the enclosed materials may be directed to D. F. King & Co., Inc., 77 Water Street, New York, N.Y. 10005 (banks and brokers, call collect (212) 269-5550; all others call toll-free (800) 488-8075). Very truly yours, D. F. King & Co., Inc. Enclosures NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON, THE AGENT OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. EX-9.A(5) 6 FORM OF LETTER TO THE CLIENTS Exhibit 9a(5) LETTER TO CLIENTS NUTRAMAX PRODUCTS, INC. OFFER TO PURCHASE FOR CASH UP TO 450,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $12.75 NOR LESS THAN $11.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, BOSTON, MASSACHUSETTS TIME, ON NOVEMBER 28, 1997, UNLESS THE OFFER IS EXTENDED To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated October 29, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer") setting forth an offer by NutraMax Products, Inc., a Delaware corporation (the "Company"), to purchase up to 450,000 shares of its common stock, par value $.001 per share (the "Shares"), at prices not greater than $12.75 nor less than $11.00 per Share, net to the seller in cash, specified by tendering stockholders, upon the terms and subject to the conditions of the Offer. Also enclosed herewith is certain other material related to the Offer, including a letter to stockholders from Donald E. Lepone, President and Chief Executive Officer of the Company. The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $12.75 nor less than $11.00 per Share) (the "Purchase Price") that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 450,000 Shares or such lesser number of Shares as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. The Company will pay the Purchase Price for all Shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to proration. See Section 1 of the Offer to Purchase. WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal. Your attention is directed to the following: 1. You may tender Shares at prices (in multiples of $.0625 or one- sixteenths ( 1/16) of a dollar), which cannot be greater than $12.75 nor less than $11.00 per Share, as indicated in the attached Instruction Form, net to you in cash. 2. The Offer is extended for up to 450,000 Shares. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer to Purchase. 3. The Offer, proration period and withdrawal rights will expire at 12:00 Midnight, Boston, Massachusetts time, on November 28, 1997, unless the Offer is extended. Your instructions to us should be forwarded to us in ample time to permit us to submit a tender on your behalf. 4. As described in the Offer to Purchase, if more than 450,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date, as defined in Section 1 of the Offer to Purchase, the Company will purchase Shares in the following order of priority: (i) first, all Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date by any stockholder who as of the Expiration Date owns beneficially or of record an aggregate of fewer than 100 Shares all of which are being tendered (partial tenders will not qualify for this preference) and completes the box captioned "Odd Lots" in the Letter of Transmittal, the Notice of Guaranteed Delivery and the Instruction Form, as applicable; and (ii) then, after purchase of all the foregoing Shares, all Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date, on a pro rata basis. See Section 1 of the Offer to Purchase for a discussion of proration. Thus, if you owned beneficially or of record, as of the Expiration Date, an aggregate of fewer than 100 Shares, and you instruct us to tender on your behalf all such Shares prior to the Expiration Date and check the box captioned "Odd Lots" in the Instruction Form (and on the Instruction Form), all such Shares will be accepted for purchase before proration, if any, of the other tendered Shares. 5. Tendering stockholders will not be obligated to pay any brokerage Commissions or solicitation fees on the Company's purchase of Shares in the Offer. Any stock transfer taxes applicable to the purchase of Shares by the Company pursuant to the Offer will be paid by the Company, except as otherwise provided in Instruction 7 of the Letter of Transmittal. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER AND THE FINANCING (AS DEFINED IN THE OFFER TO PURCHASE). HOWEVER, NEITHER THE COMPANY, NOR ANY OF ITS DIRECTORS OR OFFICERS IS MAKING ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH STOCKHOLDER SHOULD MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. SEE SECTIONS 8, 9, 10, 11 AND 14 OF THE OFFER TO PURCHASE. If you wish to have us tender any or all of your Shares held by us for your account upon the terms and subject to the conditions set forth in the Offer to Purchase, please so instruct us by completing, executing and returning to us the attached Instruction Form. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BY THE EXPIRATION OF THE OFFER. The Offer is being made solely by the Offer to Purchase dated October 29, 1997 and the related Letter of Transmittal. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would violate the laws of such jurisdiction. In any jurisdiction the securities laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Company's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. 2 INSTRUCTION FORM WITH RESPECT TO OFFER TO PURCHASE FOR CASH UP TO 450,000 SHARES OF COMMON STOCK OF NUTRAMAX PRODUCTS, INC. AT A PURCHASE PRICE NOT GREATER THAN $12.75 NOR LESS THAN $11.00 PER SHARE The undersigned acknowledges receipt of your letter and the enclosed Offer to Purchase, dated October 29, 1997, and the related Letter of Transmittal (which together constitute the "Offer") in connection with the Offer by NutraMax Products, Inc. (the "Company") to purchase up to 450,000 shares of its common stock, par value $.001 per share (the "Shares"), at prices not greater than $12.75 nor less than $11.00 per Share, net to the seller in cash, specified by tendering stockholders, upon the terms and subject to the conditions of the Offer. This will instruct you to tender to the Company the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, at the price per Share indicated below, upon the terms and subject to the conditions of the Offer. SHARES TENDERED [_] By checking this box, all Shares held by us for your account, excluding fractional Shares, will be tendered. If fewer than all Shares held by us for your account are to be tendered, please check the box and indicate below the aggregate number of Shares to be tendered by us. _________ Shares Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. (Continued on the Next Page) 3 PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED ---------------- IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED. ---------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES. ---------------- SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION [_]The undersigned wants to maximize the chance of having the Company purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares at, and is willing to accept, the Purchase Price resulting from the Dutch auction tender process. This action could result in receiving a price per Share as low as $11.00 or as high as $12.75. ***CHECK EITHER THE BOX ABOVE OR CHECK ONE BOX BELOW*** ---------------- SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER [_]$11 [_]$11 1/2 [_]$12 [_]$12 1/2 [_] 11 1/16 [_] 11 9/16 [_] 12 1/16 [_] 12 9/16 [_] 11 1/8 [_] 11 5/8 [_] 12 1/8 [_] 12 5/8 [_] 11 3/16 [_] 11 11/16 [_] 12 3/16 [_] 12 11/16 [_] 11 1/4 [_] 11 3/4 [_] 12 1/4 [_] 12 3/4 [_] 11 5/16 [_] 11 13/16 [_] 12 5/16 [_] 11 3/8 [_] 11 7/8 [_] 12 3/8 [_] 11 7/16 [_] 11 15/16 [_] 12 7/16 (Continued on the Next Page) 4 ODD LOTS [_] By checking this box, the undersigned represents that the undersigned owns beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" above. [_] THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. SIGN HERE Dated: __________________, 1997 Signatures(s) ______________________ _____________________________________ Name ________________________________ Address _____________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or Taxpayer ID No.: ___________________ 5 EX-9.A(6) 7 GUIDELINES FOR CERT. OF TAXPAYER IDENTIFICATION Exhibit 9a(6) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE DEPOSITARY--Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Depositary. - ----------------------------------- -----------------------------------
GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - -------------------------------------------- 1. An individual's account The individual 2. Two or more individuals The actual owner (joint account) of the account or, if combined funds, any one of the individuals(1) 3. Husband and wife (joint The actual account) owners of the account or, if joint funds, either person(1) 4. Custodian account of a The minor(2) minor (Uniform Gift to Minors Act) 5. Adult and minor (joint The adult or, if account) the minor is the only contributor, the minor(1) 6. Account in the name of The ward, minor, guardian or committee or incompetent for a designated ward, person(3) minor, or incompetent person 7.(a)The usual revocable The grantor- savings trust account trustee(1) (grantor is also trustee); (b)So-called trust account The actual that is not a legal or owner(1) valid trust under State law 8. Sole proprietorship The owner(4) account - --------------------------------------------
GIVE THE EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- -- 9. A valid trust, estate, The legal entity or pension trust (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Religious, charitable The organization or educational organization account 12. Partnership account The partnership held in the name of the business 13. Association, club, or The organization other tax-exempt organization 14. A broker or registered The broker or nominee nominee 15. Account with the The public Department of entity Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments --
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) You must show your individual name, but you may also enter business or "doing business as" name. You may use either your SSN or EIN (if you have one). (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING For purposes of the Offer, payees exempted from backup withholding include the following: . A corporation. . A financial institution. . An organization exempt from tax under section 501(a), or an individual retirement plan. . The United States or any agency or instrumentality thereof. . A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. . A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. . An international organization or any agency, or instrumentality thereof. . A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States. . A real estate investment trust. . A common trust fund operated by a bank under section 584(a). . An entity registered at all times under the Investment Company Act of 1940. . A foreign central bank of issue. Payments of dividends not generally subject to withholding include the following: . Payments to nonresident aliens subject to withholding under section 1441. . Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner payments made to a nominee. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE DEPOSITARY, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE DEPOSITARY. IF THE PAYMENTS ARE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A. PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Depositaries must be given the numbers whether or not recipients are required to file tax returns. Depositaries must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a Depositary. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail to furnish your taxpayer identification number to a Depositary you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-9.A(7) 8 FORM OF LETTER TO STOCKHOLDERS Exhibit 9a(7) LOGO October 29, 1997 Dear Stockholder: NutraMax Products, Inc. is offering to purchase up to 450,000 shares of its common stock at a price not greater than $12.75 nor less than $11.00 per share. The Company is conducting the Offer through a procedure commonly referred to as a "Dutch Auction." This procedure allows you to select the purchase price within the specified price range at which you are willing to sell all or a portion of your shares to the Company without incurring brokerage commissions. The Offer is being undertaken to provide added market liquidity for stockholders who wish to sell their shares as a result of the Company's recent announcement regarding fourth quarter performance. The Offer is being financed by sales of the Company's common stock, at the same price per share as the purchase price paid to stockholders of the Company in the Offer, to Cape Ann Investors, L.L.C., the Company's largest stockholder, Bernard J. Korman, the Chairman of the Board of Directors of the Company, Donald M. Gleklen, a member of the Board of Directors of the Company, and myself. The Offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. If you wish to tender your shares, instructions on how to tender shares are provided in the enclosed materials. I encourage you to read these materials carefully before making any decision with respect to the Offer. Neither the Company nor its Board of Directors is making any recommendation to any stockholder whether to tender or refrain from tendering all or any of the shares of common stock held by such stockholder. Each stockholder should make his or her own decision as to whether to tender shares and, if so, how many shares and the price or prices at which such shares should be tendered. Please note that the offer is scheduled to expire at 12:00 Midnight, Boston, Massachusetts time, on November 28, 1997, unless extended by the Company. Questions regarding the Offer should not be directed to the Company but should instead be directed to D.F. King & Co., Inc., the Information Agent, at (800) 488-8075. Sincerely, /s/ Donald E. Lepone, Donald E. Lepone, President and Chief Executive Officer EX-9.A(8) 9 FORM OF NOTICE OF OFFER TO PURCHASE CASH Exhibit 9a(8) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. The Offer is made solely by the Offer to Purchase and the related Letter of Transmittal dated October 29, 1997. While the Offer is being made to all stockholders of the Company, tenders will not be accepted from or on behalf of stockholders in any jurisdiction in which the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Company is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdiction. In those jurisdictions whose laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction. NOTICE OF OFFER TO PURCHASE FOR CASH BY [LOGO OF NUTRAMAX APPEARS HERE] NUTRAMAX PRODUCTS, INC. UP TO 450,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $12.75 NOR LESS THAN $11.00 PER SHARE NutraMax Products, Inc., a Delaware corporation (the "Company"), invites its stockholders to tender up to 450,000 shares of its common stock, par value $.001 per share (the "Shares"), to the Company at prices not greater than $12.75 nor less than $11.00 per Share net to seller in cash, specified by tendering stockholders, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, BOSTON, MASSACHUSETTS TIME, ON NOVEMBER 28, 1997, UNLESS THE OFFER IS EXTENDED. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER, HOWEVER, IS SUBJECT TO CERTAIN OTHER CONDITIONS AS SET FORTH IN THE OFFER TO PURCHASE. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, STOCKHOLDERS SHOULD MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. As promptly as practicable following the Expiration Date, the Company will purchase up to 450,000 Shares or such lesser number of Shares as are properly tendered (and not withdrawn in accordance with Section 4 of the Offer to Purchase) prior to the Expiration Date at prices not greater than $12.75 nor less than $11.00 per Share in cash. The term "Expiration Date" means 12:00 Midnight, Boston, Massachusetts time, on November 28, 1997, unless and until the Company, in its sole discretion, shall have extended the period of time during which the Offer will remain open, and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to Boston EquiServe L.P. (the "Depositary") and making a public announcement thereof. The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $12.75 nor less than $11.00 per Share), net to the seller in cash (the "Purchase Price"), that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by the tendering stockholders. The Company will select the lowest Purchase Price that will allow it to buy 450,000 Shares or such lesser number as are validly tendered and not withdrawn pursuant to the Offer at prices not greater than $12.75 nor less than $11.00 per Share. The Company will pay the Purchase Price for all Shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. The Offer is being undertaken to provide added market liquidity for stockholders who wish to sell their shares as a result of the Company's recent announcement regarding fourth quarter performance. The Offer is being financed pursuant to agreements by and between the Company and its largest stockholder, and by and between the Company and certain of its executive officers and directors. Upon the terms and subject to the conditions of the Offer, if more than 450,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date, the Company will purchase such validly tendered Shares in the following order of priority: (i) all Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date by any stockholder who owns beneficially or of record as of the Expiration Date an aggregate of fewer than 100 Shares, who validly tenders all of such Shares (partial tenders will not qualify for this preference) and who completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (ii) after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date, on a pro rata basis. The Company expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. The Company's reservation of the rights to delay payment for Shares it has accepted is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act of 1934, as amended, which requires that the Company must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of the tender offer. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Company pursuant to the Offer, may also be withdrawn at any time after 12:00 Midnight, Boston, Massachusetts time, on December 29, 1997. For a withdrawal to be effective, the Depositary must receive (at one of its addresses set forth on the back cover of the Offer to Purchase) a notice of withdrawal in written, telegraphic or facsimile transmission form on a timely basis. Such notice of withdrawal must specify the name of the tendering stockholder, the name of the registered holder, if different from that of the person who tendered such Shares, the number of Shares tendered and the number of Shares to be withdrawn. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry tender set forth in Section 3 of the Offer to Purchase, the notice of withdrawal must specify the name and the number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the procedures of such facility. THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY TENDERS 2 ARE MADE. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. The Offer to Purchase and the related Letter of Transmittal are being mailed to record holders of Shares and are being furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the Company's stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. Additional copies of the Offer to Purchase and the Letter of Transmittal may be obtained from the Depositary or the Information Agent and will be furnished promptly at the Company's expense. The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 488-8075 October 30, 1997 3 EX-9.A(9) 10 PRESS RELEASE DATED OCTOBER 14, 1997 Exhibit 9a(9) Donald E. Lepone (978) 283-4611, ext. 1257 President and Chief Executive Officer NUTRAMAX REPORTS ESTIMATED FOURTH FISCAL QUARTER AND YEAR END 1997 SALES AND EARNINGS; UNANTICIPATED QUARTERLY LOSS REFLECTS START-UP PROBLEMS; COMPANY TO COMMENCE SELF TENDER OF ITS SHARES GLOUCESTER, MASSACHUSETTS -- October 14, 1997 -- NUTRAMAX PRODUCTS, INC. (Nasdaq: NMPC), a leading manufacturer and marketer of private label health and personal care products, today reported estimated sales and earnings for its fourth fiscal quarter and fiscal year 1997. Net sales for the thirteen weeks ended September 27, 1997, are estimated to be $23,914,000, compared with sales of $22,436,000, reported for the same period of a year ago. Net loss for the quarter is estimated to be between $933,000, and $1,032,000 or $.19 to $.21 per share based on 4,914,000 weighted average shares outstanding. This compares to fourth quarter 1996 net income of $1,712,000 or $.20 per share based on 8,560,000 weighted average shares outstanding. For the fiscal year ended September 27, 1997, sales are estimated to be $94,134,000, compared to $80,479,000 for fiscal 1996. Net income for the year is estimated to be between $2,274,000 or $.39 per share and $2,373,000 or $.41 per share on 5,976,000 weighted average shares outstanding. This compares to $5,683,000 or $.67 per share based on 8,531,000 average weighted shares outstanding for fiscal 1996. NutraMax intends promptly to commence a modified Dutch auction tender for a portion of its shares at a range of prices to be determined. Financing for this tender will come from Bernard J. Korman, Chairman of the Board, Donald E. Lepone, President and Chief Executive Officer and Cape Ann Investors, L.L.C., the company's largest shareholder. Korman, Lepone and Cape Ann will buy in aggregate, from the company through a private placement a number of shares equal to those repurchased in the tender, at the same price the company pays. Mr. Lepone said, "We are deeply disappointed to report the earnings shortfall for this period. However, both the production and distribution issues which created the earnings problem have been addressed, and we expect operations to run smoothly as we go forward. We are excited about the strength of customer orders and the prospects for our business. NutraMax has every expectation of continued earnings growth in fiscal year 1998." "NutraMax remains optimistic about its recent acquisition of the American White Cross First Aid business. Integration of this new product line and manufacturing capability is proceeding on schedule," Lepone said. "The self-tender is being undertaken to provide added market liquidity for investors who wish to sell, as well as a palpable statement of support and confidence by the company's management and its largest shareholder that the operating problems we endured this summer are now behind us," he added. Start-up problems during the June through September, 1997 period, had a negative impact on production and distribution and, resulted in the unanticipated fourth quarter loss. These problems delayed completion of a major capital expansion program in the company's largest division which manufactures cough and cold products. New production capacity, centered on a new continuous cooking line used in the manufacture of cough drops, became operational later than planned. The delay in final installation and operation of the new equipment coupled with unusually strong demand for cough drops, in turn resulted in delayed shipments of complete orders to many of the Company's customers. These developments, taken together, resulted in delayed shipments, under-absorbed labor and overhead and over-crowding in the company's primary distribution facility. As the company worked with customers to ship against firm orders, excess freight costs were incurred, in addition to unabsorbed manufacturing costs in unrelated product lines which were temporarily limited in production to relieve mounting pressure on the distribution facility. Nearly $4.6 million of incremental unshipped orders had accumulated by the end of the quarter. The company's new equipment is now in operation, and shipments against back orders are progressing. As the company's order receipts remain strong, the backorder position continues to be large, and the company will continue to incur incremental freight and other expenses as it works to meet customer demand. This incremental cost will have some effect on first quarter margins as well, although the company anticipates a profitable quarter and fiscal 1998. In order to provide additional warehousing capacity and improved distribution efficiencies, the company's new 80,000 square foot distribution center located in Gloucester, MA is scheduled to begin operation in the December-January time period. The fourth quarter results have required waivers and amendments of covenants in the company's bank loan agreement, and the self tender requires consents from the company's senior and subordinated lenders. The lenders have informed the company that they will provide such waivers, amendments and consents. NutraMax is a leading private label health and personal care products company and the number one manufacturer and marketer of private label Disposable Douches, ready-to-use Enemas, Pediatric Electrolyte Oral Maintenance Solutions, Disposable Baby Bottles, Cough Drops and Throat Lozenges. The Company also markets a broad line of Contact Lens Care Products, OTC and generic prescription Ophthalmics, Clotrimazole-based Yeast Infection Medications, Toothbrushes, Dental Floss, Liquid Adult Nutritional Products, and Adhesive Bandages, Medical Tapes, First Aid Kits and various First Aid Products for the hospital and industrial safety markets. NutraMax products are sold by supermarkets, drug chains and mass merchandisers under both store brand names and control brands, including Powers, Optopics, Sweet 'n Fresh(R), Pure & Gentle, Fresh' n Easy, Pro Dental, American White Cross and NutraMax.. Some of the information presented in this release constitutes forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from its expectations. Factors which could cause actual results to differ from expectations include the integration of the newly acquired American White Cross First Aid business, the ability of the company to ship its increased order backlog, the timing of new product introductions by the Company, the timing of orders received from customers, the gain or loss of significant customers, changes in the mix of products sold, competition from other private label manufacturers, seasonal changes in the demand for the Company's products, increases in the cost of raw materials, production and distribution delays and changes in the retail market for health and beauty aids in general. For additional information concerning these and other important factors which may cause the Company's actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Securities and Exchange Commission. EX-9.A(10) 11 PRESS RELEASE DATED OCTOBER 29, 1997 Exhibit 9a(10) IMMEDIATE October 29, 1997 Donald E. Lepone (978) 283-9611, ext. 1257 President and Chief Executive Officer NUTRAMAX ANNOUNCES DUTCH AUCTION SELF TENDER GLOUCESTER, MA -- NUTRAMAX PRODUCTS, INC. (NASDAQ-NMPC), announced today that it has launched a Dutch auction self tender for approximately 8% of its outstanding shares of common stock, or 450,000 shares. All NutraMax stockholders are invited to tender shares within a price range of $11.00 per share to $12.75 per share. Tendering stockholders will be required to specify the price within the range that they would be willing to accept. Stockholders will have until midnight Boston, Massachusetts time, November 28, 1997 to respond to the Company's Dutch auction self tender offer. The Company will select the lowest purchase price per share that will enable it to buy the shares pursuant to the offer, and will pay such purchase price for all shares purchased pursuant to the offer. All inquires on procedures for the Dutch auction self tender offer should be directed to D. F. King & Co., Inc., the information agent for the offer. The address for D. F. King is 77 Water Street, New York, N.Y. 10005. Bankers and brokers should call the information agent collect at (212) 269-5550. All others should call toll-free at (800) 488-8075. The Offer is being undertaken to provide added market liquidity for stockholders who wish to sell their shares as a result of the Company's recent announcement regarding fourth quarter performance. The Offer is being financed pursuant to certain agreements by and between the Company and its largest stockholder and the Company and certain of the Company's executive officers and directors. NutraMax is a leading private label health and personal care products company and the number one manufacturer and marketer of private label Disposable Douches, ready-to-use Enemas, Pediatric Electrolyte Oral Maintenance Solutions, Disposable Baby Bottles, Cough Drops and Throat Lozenges. The Company also markets a broad line of Contact Lens Care Products, OTC and generic prescription Opthalmics, Clotrimazole-based Vaginal Yeast Infection Medications, Toothbrushes, Dental Floss, Liquid Adult Nutritional Products, Adhesive Bandages, Medical Tapes, First Aid Kits and various first aid products for the hospital and industrial safety markets. NutraMax products are sold by supermarkets, drug chains and mass merchandisers under both store brand names and control brands, including Powers, Optopics, Sweet 'n Fresh (R), Pure & Gentle, Fresh 'n Easy, Pro Dental, American White Cross and NutraMax. NutraMax Products, Inc., 9 Blackburn Drive, Gloucester, MA 01930 (978) 283-1800 EX-9.C(2) 12 AMENDEMENT TO CAPE ANN AGREEMENT Exhibit 9c(2) AMENDMENT NO.1 (this "Amendment"), dated as of October 16, 1997, to --------- the Agreement (the "Agreement") dated as of October 14, 1997 by and between --------- NutraMax Products, Inc., a Delaware corporation (the "Company"), and Cape Ann ------- Investors, L.L.C., a Delaware limited liability company (the "Purchaser"). All --------- capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Agreement. 1. The references to "78%" in the fifth line to ".78" in the seventh line of Section 2.2 of the Agreement are hereby amended, respectively, to read "77%" and ".77" and all references in the Agreement to the Other Purchasers are hereby amended to be a reference to three other purchasers, rather than two, as previously set forth in the Agreement. 2. Except as expressly provided herein, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Amendment as of the date first above written. NUTRAMAX PRODUCTS, INC. By: /s/ Donald E. Lepone ---------------------------------------- Name: Donald E. Lepone Title: President/CEO CAPE ANN INVESTORS, L.L.C. By: Chilmark Fund II, L.P., its Managing Member By: Chilmark II, L.L.C., its General Partner By: /s/ Joel S. Friedland ---------------------------------------- Name: Joel S. Friedland Title: Vice President EX-9.C(3) 13 AGREEMENT WITH BERNARD J. KORMAN Exhibit 9c(3) AGREEMENT by and between NUTRAMAX PRODUCTS, INC. AND BERNARD J. KORMAN DATED AS OF OCTOBER 14, 1997 AGREEMENT, dated as of October 14, 1997 (the "Agreement"), by and between --------- NutraMax Products, Inc., a Delaware corporation (the "Company") and Bernard J. ------- Korman (the "Stockholder"). ----------- WHEREAS, the Company, Cape Ann Investors, L.L.C. ("Cape Ann Investors") and ------------------ the Stockholder desire to effect a series of transactions including an offer by the Company to repurchase a number of shares to be determined, up to 450,000 shares, of the issued and outstanding Common Stock, par value $.001 per share, of the Company (the "Common Stock") pursuant to a tender offer as further ------------ described herein (the "Tender Offer") and the purchase by the Stockholder of ------------ shares of Common Stock (the "Stock Purchase"), the proceeds from which shall be -------------- used to fund, in part, the consideration paid in the Tender Offer by the Company; NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the parties hereby agree as follows: ARTICLE I TENDER OFFER AND STOCK PURCHASE Section 1.1. Tender Offer. (a) Subject to the provisions of this ------------ Agreement, as promptly as practicable, the Company shall commence the Tender Offer, which shall be an issuer tender offer to purchase a number of shares, up to 450,000 shares, of Common Stock to be determined by the Company (the "Offer ----- Number") at a price per share not in excess of a per share price, and not less - ------ than a per share price, determined by the Company (the price range from such maximum to minimum price being referred to herein as the "Per Share Price --------------- Range"), net to the seller in cash. Pursuant to the Tender Offer, the Company - ----- will determine the single per share price, within the Per Share Price Range, net to the seller in cash (such price being referred to as the "Per Share Purchase ------------------ Price"), that it will pay for shares properly tendered pursuant to the Tender - ----- Offer, taking into account the number of shares so tendered and the prices specified by the tendering stockholders. The Company will select the lowest Per Share Purchase Price that will allow it to buy the Offer Number of shares of Common Stock (or such lesser number of shares as are properly tendered and not withdrawn at prices within the Per Share Price Range) (such number of shares being the "Purchased Number"). All shares of Common Stock properly tendered at ---------------- prices at or below the Per Share Purchase Price and not withdrawn will be purchased at the Per Share Purchase Price, subject to the terms and conditions of the Tender Offer. (b) On the date required under applicable rules, the Company shall file with the Securities and Exchange Commission (the "Commission") an Issuer Tender ---------- Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Tender Offer Statement") with respect to the Tender Offer. The ---------------------- Tender Offer Statement shall contain the Offer to Purchase and such other information and exhibits as are required by law. The Tender Offer Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees promptly to correct any information in the Tender Offer Statement that shall be or shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Tender Offer Statement as so corrected to be filed with the Commission and disseminated to the stockholders of the Company as and to the extent required by applicable federal securities laws. (c) Subject to the terms and conditions thereof, the Tender Offer shall expire at midnight Eastern time on the date that is 20 business days from the date the Tender Offer is first published, sent or given to holders of Common Stock; provided, however, that the Company may extend the Tender Offer (i) if, at the previously scheduled expiration date of the Tender Offer, any of the conditions to the Company's obligations to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) for any period required by any rule, regulation, interpretation or position of the Commission or the staff thereof applicable to the Tender Offer and (iii) for any reason on one or more occasions for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. (d) The obligation of the Company to accept for payment, and pay for, shares of Common Stock properly tendered and not withdrawn prior to the expiration of the Tender Offer shall be subject to the satisfaction or waiver at or prior to the expiration of the Tender Offer of such conditions as the Company, in its discretion (except as set forth below), shall have specified in the Offer to Purchase to be distributed in connection with the Tender Offer. Notwithstanding the foregoing, the Tender Offer shall not be subject to a condition that any minimum number of shares of Common Stock be tendered, but shall be subject to the following conditions: (i) that there shall not have occurred or been threatened any change in the condition (financial or otherwise), business, operations, properties, assets, liabilities, income or prospects of the Company and its subsidiaries, taken as a whole, which is or may be material and adverse to the Company and its subsidiaries, taken as a whole (a "Material Adverse Change") and (ii) Cape Ann Investors shall not have, prior to ----------------------- the expiration date, terminated its obligations under Section 2.2 of the Agreement by and between the Company and Cape Ann Investors dated as of October 14, 1997 (the "Cape Ann Agreement"), in accordance with the terms thereof, as a ------------------ result of a Material Adverse Change. (e) The Stockholder will not tender any shares of Common Stock beneficially owned by the Stockholder to the Company pursuant to the Tender Offer. Section 1.2. The Stock Purchase. (a) Subject to the terms and conditions ------------------ hereof, promptly after the Company gives notice to the Depositary (as defined in the Offer to Purchase) of its acceptance of shares for payment pursuant to the Tender Offer, the Stockholder shall purchase from the Company, and the Company shall issue, sell and deliver to the Stockholder, a number of shares of Common Stock equal to 20% of the first $5,000,000 worth of shares purchased pursuant to the Tender Offer at a purchase price per share equal to 2 the Per Share Purchase Price. The shares purchased and sold hereunder shall be validly issued, fully paid and non-assessable, and shall be free and clear of any liens, security interests, pledges, voting agreements, claims, options and encumbrances of every kind, character and description whatsoever ("Encumbrances"), except as contemplated by this Agreement. A number of ------------ additional shares of Common Stock equal to the difference obtained by subtracting the number of shares purchased by the Stockholder hereunder from the Purchased Number, will be purchased by Cape Ann Investors and one other purchaser pursuant to separate purchase agreements dated the date hereof. (b) The Stockholder shall be entitled, on written notice given to the Company, to terminate his obligations to purchase shares of Common Stock hereunder if Cape Ann Investors has exercised its right to terminate its obligations to purchase shares of Common Stock under Section 2.2 of the Cape Ann Agreement. In the event of any such termination, the Stockholder's obligations under this Section 1.2 shall immediately terminate and be of no further force or effect, but all the other provisions of this Agreement shall survive any such termination and remain in full force and effect. ARTICLE II COVENANTS OF THE PARTIES Section 2.1. Information from the Stockholder. The Stockholder shall -------------------------------- promptly provide the Company with any information concerning the Stockholder requested by the Company and required to be included in the Tender Offer Statement. Section 2.2. Cooperation; Further Action. In the event that any action --------------------------- is necessary or desirable to carry out the purposes of this Agreement, each party shall take, and shall cause its directors, officers, employees, representatives and agents, as the case may be, to take, all such necessary actions including the execution and delivery of such further instruments and documents as may reasonably be requested by any party for such purposes or otherwise to complete or perfect the transactions contemplated hereby. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER The Stockholder hereby represents and warrants to the Company as follows: Section 3.1. Authorization Execution and Delivery of Agreement. The ------------------------------------------------- Stockholder has all requisite power and authority to execute this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Stockholder, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditor's rights and principles of 3 equity. Section 3.2. No Conflict; No Consent. The execution and delivery of this ----------------------- Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Stockholder under (i) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any federal, state, local or foreign governmental or regulatory authority (each an "Authority"), of the Stockholder or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Stockholder is a party or by which it is bound, other than, in the case of clause (i) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Stockholder. Other than as a result of the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, ------------ approval, order or authorization of, or registration, declaration, filing or notice to, any Authority is required to be made or obtained by the Stockholder in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby. Section 3.3. Investment Purposes. (a) The Stockholder, by reason of his ------------------- business and financial experience, has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of his investment in the shares of Common Stock, and is purchasing the shares hereunder for his own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof. The Stockholder acknowledges that the shares to be purchased hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or -------------- other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. (b) The Stockholder is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act. (c) The Stockholder has had the opportunity to ask questions and to receive answers concerning the financial condition, operations and prospects of the Company and the terms and conditions of the Stockholder's investment, as well as the opportunity to obtain any additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. 4 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Stockholder as follows: Section 4.1. Due Organization, etc. The Company is a corporation duly --------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Section 4.2. Authorization Execution and Delivery of Agreement. (a) The ------------------------------------------------- Company has full corporate power and authority to execute this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company for all purposes. This Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditor's rights and principles of equity. (b) The shares of Common Stock issuable upon consummation of the Stock Purchase have been duly authorized by all necessary corporate action on part of the Company, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration therefor set forth herein, the shares of Common Stock so issued will be validly issued, fully paid and non- assessable and the Stockholder will acquire valid and marketable title to such shares, free and clear of any Encumbrances except as contemplated by this Agreement. Section 4.3 No Conflict; No Consent. Subject to the receipt of a waiver ----------------------- from the lenders under the Company's credit facility, which waiver the Company has been orally advised will be forthcoming promptly, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any subsidiary of the Company under (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any subsidiary of the Company, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization of qualification from any Authority, of the Company or any subsidiary of the Company or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its subsidiaries, taken as a whole. Other than as a result of the reporting 5 requirements of the Exchange Act, no consent, approval, order or authorization of, or registration, declaration, filing or notice to, any Authority is required to be made or obtained by the Company or any subsidiary of the Company in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1. Condition to Agreement. The agreements and covenants ---------------------- contained herein are subject, in their entirety, to the receipt of the requisite consent or waiver of the lenders referred to in Section 4.3 hereof. Section 5.2. Amendment and Modification. This Agreement may be amended, -------------------------- modified or supplemented only by written agreement of all parties. Section 5.3. Notices. Any notice, request, instruction or other document ------- to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (i) when received if given in person, or (ii) on the date of transmission if sent by nationally recognized overnight courier, certified or registered mail, return receipt requested or (iii) three days after being deposited in the U.S. mail, postage prepaid: (a) If to the Stockholder, addressed as follows: Bernard J. Korman Graduate Health System 22nd and Chestnut Streets Philadelphia, Pennsylvania 19103 (b) If to the Company, addressed as follows: NutraMax Products, Inc. 9 Blackburn Drive Gloucester, Massachusetts 01930 Attention: Robert F. Burns, Vice President and Chief Financial Officer with a copy to: Eugene M. Schloss, Jr., Esq. 1700 Cary Road Huntingdon Valley, Pennsylvania 19006-5002 and 6 Goodwin, Procter & Hoar, LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: Joseph L. Johnson III, Esq. Section 5.4. Entire Agreement. This Agreement constitutes the entire ---------------- agreement, and supersedes all of the prior agreements and undertakings, both written and oral, between or among the parties, or any of them, with respect to the subject matter hereof. Section 5.5. Counterparts. This Agreement may be executed in two or more ------------ counterparts which together shall constitute a single agreement. Section 5.6. Parties in Interest; Assignment. This Agreement shall be ------------------------------- binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No provision of this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement is not assignable except by consent of each of the parties hereto or operation of law. Section 5.7. Governing Law. This Agreement and the rights and obligations ------------- of the parties created hereby shall be governed by the internal laws of the State of Delaware without regard to the conflict of law rules thereof. Section 5.8. Captions. All section titles or captions contained in this -------- Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. All references herein to Sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Section 5.9. Equitable Relief. Each party acknowledges that, in the event ---------------- of any breach of this Agreement by a party, the other party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, the other party, in addition to any other remedy to which it may be entitled, shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to compel specific performance of this Agreement. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. 7 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above. NUTRAMAX PRODUCTS, INC. By: /s/ Robert F. Burns ------------------------------------- Name: Robert F. Burns Title: Chief Financial Officer /s/ Bernard J. Korman ----------------------------------------- Bernard J. Korman 8 EX-9.C(4) 14 REGISTRATION RIGHTS AGREEMENT Exhibit 9c(4) REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is entered into as of October 16, 1997 by and between NutraMax Products, Inc., a Delaware corporation (the "Company"), and Bernard J. Korman (the "Holder"). WHEREAS, the Holder has agreed to purchase shares (the "Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"), to be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an Agreement dated as of October 14, 1997 by and between the Company and the Holder. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. "Piggyback" Registration. ------------------------ If, at any time while the Holder shall hold Shares, the Company proposes to file a registration statement relating to the offering of any of its capital stock under the Securities Act (other than (i) a registration statement required to be filed in respect of employee benefit plans of the Company on Form S-8 or any similar form from time to time in effect, (ii) any registration statement on Form S-4 or similar successor form, or (iii) a registration statement relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for sale for its own account, the Company shall, at least twenty-one days (or if such twenty-one day period is not practicable, then a reasonable shorter period which shall not be less than seven days) prior to such filing, give written notice of such proposed filing to the Holder. Upon receipt by the Company not more than seven days (unless the notice given to the Holder pursuant to the previous sentence is less than ten days, in which case such seven-day period shall be shortened to five days) after such notice of a written request from the Holder for registration of any or all of the Registrable Shares (as hereinafter defined), the Company shall, subject to Section 2, include such Registrable Shares requested to be registered in such registration statement, and shall use all reasonable efforts to cause such registration statement to become effective with respect to such Registrable Shares, unless the managing underwriter therefor concludes in its reasonable judgment that the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in (or during the time of) such offering, in which case the Company may decrease the number of shares of Registrable Shares included in such registration and any other securities proposed to be sold to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriter; provided, however, that in the event of any such reduction, the first shares to be included in such registration shall be any shares to be registered for the benefit of the Company, thereafter any shares requested to be registered for the benefit of holders of Common Stock pursuant to registration rights agreements in effect between the Company and such holders prior to the date hereof, and thereafter any Registrable Shares requested to be registered by the Holder hereunder. Registrable Shares means any Shares and any securities of the Company issued as a dividend or distribution with respect to or in exchange for any Shares. 2. Registration Procedures. ----------------------- (a) The Company shall notify the Holder of the effectiveness of the Registration Statement and shall furnish to the Holder such number of copies of the Registration Statement (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus), any documents incorporated by reference in the Registration Statement and such other documents as the Holder may reasonably request in order to facilitate his sale of the Registrable Shares in the manner described in the Registration Statement. (b) Subject to the provisions of Section 7, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") from time to time such amendments and supplements to the Registration Statement and prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Shares until the earlier of (i) such time as all of the Registrable Shares have been issued or disposed of in accordance with the intended methods of disposition by the Holder as set forth in the Registration Statement or (ii) 180 days from the effectiveness of the Registration Statement. The Company shall file any necessary listing applications or amendments to the existing applications to cause the shares to be then listed or quoted on the primary exchange or quotation system on which the Common Stock is then listed or quoted. (c) Upon making a request for registration pursuant to Section 1, the Holder shall furnish to the Company such information regarding his holdings and the proposed manner of distribution thereof as the Company may reasonably request and as shall be required in connection with any registration, qualification or compliance referred to herein. 3. State Securities Laws. Subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon the filing of a Registration Statement including Registrable Shares, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" laws of such states as the Holder may reasonably request, and the Company shall use reasonable efforts to cause such filings to become qualified; provided, -------- however, that the Company shall not be obligated to qualify as a foreign - ------- corporation to do business under the laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state. 4. Expenses. The Company shall bear all expenses incurred in connection -------- with the registration of the Registrable Shares pursuant to Section 1 of this Agreement. Such expenses shall include, without limitation, all printing, legal and accounting expenses incurred by the Company and all registration and filing fees imposed by the SEC, any state securities commission or the National Association of Securities Dealers, Inc. or, if the Common Stock is not then listed on the Nasdaq SmallCap Market, the principal national securities exchange or national market system on which the Common Stock is then traded or quoted. Notwithstanding the foregoing, the Holder shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) 2 with respect to any disposition, sale or transfer of Registrable Shares and for any legal, accounting and other expenses incurred by the Holder. 5. Indemnification by the Company. The Company agrees to indemnify the ------------------------------ Holder and each person or entity, if any, subject to liability because of his, her or its connection with the Holder, and any underwriter and any person who controls the underwriter within the meaning of the Securities Act (an "Indemnitee") against any and all losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable attorneys' fees, expenses and disbursements documented in writing), joint or several, arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement or any prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as and to the extent that such statement or omission arose out of or was based upon information regarding the Indemnitee or its plan of distribution which was furnished to the Company by the Indemnitee for use therein, provided, further that the Company shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished to the Company for use in connection with the Registration Statement or the prospectus contained therein by such Indemnitee or (ii) such Indemnitee's failure to send or give a copy of the final prospectus furnished to it by the Company at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus. The obligations of the Company under this Section 5 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement. 6. Covenant of the Holder. The Holder hereby agrees (a) to cooperate ---------------------- with the Company and to furnish to the Company all such information in connection with the preparation of the Registration Statement and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the prospectus contained in the Registration Statement to any purchaser of the Shares covered by the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by the Holder and (d) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement or the prospectus contained therein, or any omission or alleged omission to state therein a material 3 fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission arose out of or was based upon information regarding the Holder or its plan of distribution which was furnished to the Company by the Holder for use therein, or (ii) the failure by the Holder to deliver or cause to be delivered the prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will the Holder have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which the Holder shall be liable under this Section 6 shall not in any event exceed the aggregate gross proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holder under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement. 7. Suspension of Registration Requirement. -------------------------------------- (a) The Company shall promptly notify the Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. Immediately upon receipt by the Holder of notice of a Suspension Event, the Holder shall cease to offer or sell any Registrable Securities pursuant to such Registration Statement, cease to deliver or use such Registration Statement and, if so requested by the Company, return to the Company, at his expense, all copies (other than permanent file copies) of such Registration Statement. (c) The Holder agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," 4 collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Offering), during the 15-day period prior to, and during the 90-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on, the date of pricing of each Offering, to the extent timely notified in writing by the Company or the managing underwriters. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to cause a Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement such Registration Statement shall be suspended in the event and during such period as the Company is proceeding with an Offering if the Company is advised by the underwriters that the sale of shares of Registrable Securities under such Registration Statement would have a material adverse effect on the Offering. 8. Black-Out Period. Following the effectiveness of the Registration ---------------- Statement and the filings with any state securities commissions, the Holder agrees that he will not effect any sales of the Registrable Shares pursuant to the Registration Statement or any such filings at any time after he has received notice from the Company to suspend sales as a result of the occurrence or existence of any Suspension Event, during any Offering, or so that the Company may correct or update the Registration Statement or such filing. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement or such filings following further notice to such effect from the Company, which notice shall be given by the Company not later than three (3) business days after the conclusion of any such Suspension Event or Offering. 9. Contribution. If the indemnification provided for in Sections 5 and 6 ------------ is unavailable to an indemnified party with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold the indemnified party harmless as contemplated therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that in no event shall the obligation of any indemnifying - -------- ------- party to contribute under this Section 9 exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Sections 5 or 6 hereof had been available under the circumstances. 5 The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation. 10. No Other Obligation to Register. Except as otherwise expressly ------------------------------- provided in this Agreement, the Company shall have no obligation to the Holder to register the Registrable Shares under the Securities Act. 11. Amendments and Waivers. The provisions of this Agreement may not be ---------------------- amended, modified or supplemented without the prior written consent of the Company and the Holder. 12. Notices. Except as set forth below, all notices and other ------- communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by telex or telecopier, registered or certified mail (return receipt requested), postage prepaid or courier or overnight delivery service to the Company and the Holder at the following addresses (or at such other address for either party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof), and further provided that in case of directions to amend the Registration Statement pursuant to or Section 6, a Holder must confirm such notice in writing by overnight express delivery with confirmation of receipt: If to the Company: NutraMax Products, Inc. 9 Blackburn Drive Gloucester, MA 01930 Attn: Chief Financial Officer With a copy to: Goodwin, Procter & Hoar LLP Exchange Place Boston, MA 02109 Attn: Joseph L. Johnson III, Esq. If to the Holder: Bernard J. Korman Graduate Health System 22nd and Chestnut Streets Philadelphia, PA 19103 In addition to the manner of notice permitted above, notices given pursuant to Sections 1, 7 and 8 hereof may be effected telephonically and confirmed in writing thereafter in the manner described above. 6 14. Successors and Assigns. This Agreement shall be binding upon and ---------------------- inure to the benefit of the successors and assigns of the Company. This Agreement may not be assigned by the Holder and any attempted assignment hereof by the Holder will be void and of no effect and shall terminate all obligations of the Company hereunder with respect to the Holder. 15. Counterparts. This Agreement may be executed in any number of ------------ counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 16. Governing Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the State of Delaware applicable to contracts made and to be performed wholly within said State. 17. Severability. In the event that any one or more of the provisions ------------ contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 18. Entire Agreement. This Agreement is intended by the parties as a ---------------- final expression of their agreement and intended to be the complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to such subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. [Remainder of Page Intentionally Left Blank] 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: NUTRAMAX PRODUCTS, INC. /s/ Robert F. Burns ____________________________________ Name: Robert F. Burns Title: Chief Financial Officer HOLDER: /s/ Bernard J. Korman ____________________________________ Bernard J. Korman 8 EX-9.C(5) 15 AGREEMENT WITH DONALD E. LEPONE Exhibit 9c(5) AGREEMENT by and between NUTRAMAX PRODUCTS, INC. AND DONALD E. LEPONE DATED AS OF OCTOBER 14, 1997 AGREEMENT, dated as of October 14, 1997 (the "Agreement"), by and between --------- NutraMax Products, Inc., a Delaware corporation (the "Company") and Donald E. ------- Lepone (the "Stockholder"). ----------- WHEREAS, the Company, Cape Ann Investors, L.L.C. ("Cape Ann Investors") and ------------------ the Stockholder desire to effect a series of transactions including an offer by the Company to repurchase a number of shares to be determined, up to 450,000 shares, of the issued and outstanding Common Stock, par value $.001 per share, of the Company (the "Common Stock") pursuant to a tender offer as further ------------ described herein (the "Tender Offer") and the purchase by the Stockholder of ------------ shares of Common Stock (the "Stock Purchase"), the proceeds from which shall be -------------- used to fund, in part, the consideration paid in the Tender Offer by the Company; NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the parties hereby agree as follows: ARTICLE I TENDER OFFER AND STOCK PURCHASE Section 1.1. Tender Offer. (a) Subject to the provisions of this ------------ Agreement, as promptly as practicable, the Company shall commence the Tender Offer, which shall be an issuer tender offer to purchase a number of shares, up to 450,000 shares, of Common Stock to be determined by the Company (the "Offer ----- Number") at a price per share not in excess of a per share price, and not less - ------ than a per share price, determined by the Company (the price range from such maximum to minimum price being referred to herein as the "Per Share Price --------------- Range"), net to the seller in cash. Pursuant to the Tender Offer, the Company will determine the single per share price, within the Per Share Price Range, net to the seller in cash (such price being referred to as the "Per Share Purchase ------------------ Price"), that it will pay for shares properly tendered pursuant to the Tender - ----- Offer, taking into account the number of shares so tendered and the prices specified by the tendering stockholders. The Company will select the lowest Per Share Purchase Price that will allow it to buy the Offer Number of shares of Common Stock (or such lesser number of shares as are properly tendered and not withdrawn at prices within the Per Share Price Range) (such number of shares being the "Purchased Number"). All shares of Common Stock properly tendered at ---------------- prices at or below the Per Share Purchase Price and not withdrawn will be purchased at the Per Share Purchase Price, subject to the terms and conditions of the Tender Offer. (b) On the date required under applicable rules, the Company shall file with the Securities and Exchange Commission (the "Commission") an Issuer Tender ---------- Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Tender Offer Statement") with respect to the Tender Offer. The ---------------------- Tender Offer Statement shall contain the Offer to Purchase and such other information and exhibits as are required by law. The Tender Offer Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees promptly to correct any information in the Tender Offer Statement that shall be or shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Tender Offer Statement as so corrected to be filed with the Commission and disseminated to the stockholders of the Company as and to the extent required by applicable federal securities laws. (c) Subject to the terms and conditions thereof, the Tender Offer shall expire at midnight Eastern time on the date that is 20 business days from the date the Tender Offer is first published, sent or given to holders of Common Stock; provided, however, that the Company may extend the Tender Offer (i) if, at the previously scheduled expiration date of the Tender Offer, any of the conditions to the Company's obligations to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) for any period required by any rule, regulation, interpretation or position of the Commission or the staff thereof applicable to the Tender Offer and (iii) for any reason on one or more occasions for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. (d) The obligation of the Company to accept for payment, and pay for, shares of Common Stock properly tendered and not withdrawn prior to the expiration of the Tender Offer shall be subject to the satisfaction or waiver at or prior to the expiration of the Tender Offer of such conditions as the Company, in its discretion (except as set forth below), shall have specified in the Offer to Purchase to be distributed in connection with the Tender Offer. Notwithstanding the foregoing, the Tender Offer shall not be subject to a condition that any minimum number of shares of Common Stock be tendered, but shall be subject to the following conditions: (i) that there shall not have occurred or been threatened any change in the condition (financial or otherwise), business, operations, properties, assets, liabilities, income or prospects of the Company and its subsidiaries, taken as a whole, which is or may be material and adverse to the Company and its subsidiaries, taken as a whole (a "Material Adverse Change") and (ii) Cape Ann Investors shall not have, prior to ----------------------- the expiration date, terminated its obligations under Section 2.2 of the Agreement by and between the Company and Cape Ann Investors dated as of October 14, 1997 (the "Cape Ann Agreement"), in accordance with the terms thereof, as a ------------------ result of a Material Adverse Change. (e) The Stockholder will not tender any shares of Common Stock beneficially owned by the Stockholder to the Company pursuant to the Tender Offer. Section 1.2. The Stock Purchase. (a) Subject to the terms and conditions ------------------ hereof, promptly after the Company gives notice to the Depositary (as defined in the Offer to Purchase) of its acceptance of shares for payment pursuant to the Tender Offer, the Stockholder shall purchase from the Company, and the Company shall issue, sell and deliver to the Stockholder, a number of shares of Common Stock equal to 2% of the first $5,000,000 worth of shares purchased pursuant to the Tender Offer at a purchase price per share equal to 2 the Per Share Purchase Price. The shares purchased and sold hereunder shall be validly issued, fully paid and non-assessable, and shall be free and clear of any liens, security interests, pledges, voting agreements, claims, options and encumbrances of every kind, character and description whatsoever ("Encumbrances"), except as contemplated by this Agreement. A number of ------------ additional shares of Common Stock equal to the difference obtained by subtracting the number of shares purchased by the Stockholder hereunder from the Purchased Number, will be purchased by Cape Ann Investors and one other purchaser pursuant to separate purchase agreements dated the date hereof. (b) The Stockholder shall be entitled, on written notice given to the Company, to terminate his obligations to purchase shares of Common Stock hereunder if Cape Ann Investors has exercised its right to terminate its obligations to purchase shares of Common Stock under Section 2.2 of the Cape Ann Agreement. In the event of any such termination, the Stockholder's obligations under this Section 1.2 shall immediately terminate and be of no further force or effect, but all the other provisions of this Agreement shall survive any such termination and remain in full force and effect. ARTICLE II COVENANTS OF THE PARTIES Section 2.1. Information from the Stockholder. The Stockholder shall -------------------------------- promptly provide the Company with any information concerning the Stockholder requested by the Company and required to be included in the Tender Offer Statement. Section 2.2. Cooperation; Further Action. In the event that any action --------------------------- is necessary or desirable to carry out the purposes of this Agreement, each party shall take, and shall cause its directors, officers, employees, representatives and agents, as the case may be, to take, all such necessary actions including the execution and delivery of such further instruments and documents as may reasonably be requested by any party for such purposes or otherwise to complete or perfect the transactions contemplated hereby. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER The Stockholder hereby represents and warrants to the Company as follows: Section 3.1. Authorization Execution and Delivery of Agreement. The ------------------------------------------------- Stockholder has all requisite power and authority to execute this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Stockholder, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditor's rights and principles of 3 equity. Section 3.2. No Conflict; No Consent. The execution and delivery of this ----------------------- Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Stockholder under (i) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any federal, state, local or foreign governmental or regulatory authority (each an "Authority"), of the Stockholder or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Stockholder is a party or by which it is bound, other than, in the case of clause (i) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Stockholder. Other than as a result of the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, ------------ approval, order or authorization of, or registration, declaration, filing or notice to, any Authority is required to be made or obtained by the Stockholder in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby. Section 3.3. Investment Purposes. (a) The Stockholder, by reason of his ------------------- business and financial experience, has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of his investment in the shares of Common Stock, and is purchasing the shares hereunder for his own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof. The Stockholder acknowledges that the shares to be purchased hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or -------------- other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. (b) The Stockholder is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act. (c) The Stockholder has had the opportunity to ask questions and to receive answers concerning the financial condition, operations and prospects of the Company and the terms and conditions of the Stockholder's investment, as well as the opportunity to obtain any additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 4 The Company hereby represents and warrants to the Stockholder as follows: Section 4.1. Due Organization, etc. The Company is a corporation duly --------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Section 4.2. Authorization Execution and Delivery of Agreement. (a) The ------------------------------------------------- Company has full corporate power and authority to execute this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company for all purposes. This Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditor's rights and principles of equity. (b) The shares of Common Stock issuable upon consummation of the Stock Purchase have been duly authorized by all necessary corporate action on part of the Company, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration therefor set forth herein, the shares of Common Stock so issued will be validly issued, fully paid and non- assessable and the Stockholder will acquire valid and marketable title to such shares, free and clear of any Encumbrances except as contemplated by this Agreement. Section 4.3 No Conflict; No Consent. Subject to the receipt of a waiver ----------------------- from the lenders under the Company's credit facility, which waiver the Company has been orally advised will be forthcoming promptly, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any subsidiary of the Company under (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any subsidiary of the Company, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization of qualification from any Authority, of the Company or any subsidiary of the Company or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its subsidiaries, taken as a whole. Other than as a result of the reporting requirements of the Exchange Act, no consent, approval, order or authorization of, or registration, declaration, filing or notice to, any Authority is required to be made or obtained by the Company or any subsidiary of the Company in order to execute or deliver this 5 Agreement or to consummate the transactions contemplated hereby. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1. Condition to Agreement. The agreements and covenants ---------------------- contained herein are subject, in their entirety, to the receipt of the requisite consent or waiver of the lenders referred to in Section 4.3 hereof. Section 5.2. Amendment and Modification. This Agreement may be amended, -------------------------- modified or supplemented only by written agreement of all parties. Section 5.3. Notices. Any notice, request, instruction or other document ------- to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (i) when received if given in person, or (ii) on the date of transmission if sent by nationally recognized overnight courier, certified or registered mail, return receipt requested or (iii) three days after being deposited in the U.S. mail, postage prepaid: (a) If to the Stockholder, addressed as follows: Donald E. Lepone NutraMax Products, Inc. 9 Blackburn Drive Gloucester, Massachusetts 01930 (b) If to the Company, addressed as follows: NutraMax Products, Inc. 9 Blackburn Drive Gloucester, Massachusetts 01930 Attention: Robert F. Burns, Vice President and Chief Financial Officer with a copy to: Eugene M. Schloss, Jr., Esq. 1700 Cary Road Huntingdon Valley, Pennsylvania 19006-5002 and Goodwin, Procter & Hoar, LLP Exchange Place 6 53 State Street Boston, Massachusetts 02109 Attention: Joseph L. Johnson III, Esq. Section 5.4. Entire Agreement. This Agreement constitutes the entire ---------------- agreement, and supersedes all of the prior agreements and undertakings, both written and oral, between or among the parties, or any of them, with respect to the subject matter hereof. Section 5.5. Counterparts. This Agreement may be executed in two or more ------------ counterparts which together shall constitute a single agreement. Section 5.6. Parties in Interest; Assignment. This Agreement shall be ------------------------------- binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No provision of this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement is not assignable except by consent of each of the parties hereto or operation of law. Section 5.7. Governing Law. This Agreement and the rights and obligations ------------- of the parties created hereby shall be governed by the internal laws of the State of Delaware without regard to the conflict of law rules thereof. Section 5.8. Captions. All section titles or captions contained in this -------- Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. All references herein to Sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Section 5.9. Equitable Relief. Each party acknowledges that, in the event ---------------- of any breach of this Agreement by a party, the other party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, the other party, in addition to any other remedy to which it may be entitled, shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to compel specific performance of this Agreement. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. 7 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above. NUTRAMAX PRODUCTS, INC. By: /s/ Robert F. Burns -------------------------------- Name: Robert F. Burns Title: Chief Financial Officer /s/ Donald E. Lepone ------------------------------------ Donald E. Lepone 8 EX-9.C(6) 16 AGREEMENT WITH DONALD M. GLEKLEN Exhibit 9c(6) AGREEMENT by and between NUTRAMAX PRODUCTS, INC. AND DONALD M. GLEKLEN DATED AS OF OCTOBER 16, 1997 AGREEMENT, dated as of October 16, 1997 (the "Agreement"), by and between --------- NutraMax Products, Inc., a Delaware corporation (the "Company") and BT Alex. ------- Brown Incorporated, as Custodian f/b/o Donald M. Gleklen (the "Stockholder"). ----------- WHEREAS, the Company, Cape Ann Investors, L.L.C. ("Cape Ann Investors") and ------------------ the Stockholder desire to effect a series of transactions including an offer by the Company to repurchase a number of shares to be determined, up to 450,000 shares, of the issued and outstanding Common Stock, par value $.001 per share, of the Company (the "Common Stock") pursuant to a tender offer as further ------------ described herein (the "Tender Offer") and the purchase by the Stockholder of ------------ shares of Common Stock (the "Stock Purchase"), the proceeds from which shall be -------------- used to fund, in part, the consideration paid in the Tender Offer by the Company; NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the parties hereby agree as follows: ARTICLE I TENDER OFFER AND STOCK PURCHASE Section 1.1. Tender Offer. (a) Subject to the provisions of this ------------ Agreement, as promptly as practicable, the Company shall commence the Tender Offer, which shall be an issuer tender offer to purchase a number of shares, up to 450,000 shares, of Common Stock to be determined by the Company (the "Offer ----- Number") at a price per share not in excess of a per share price, and not less - ------ than a per share price, determined by the Company (the price range from such maximum to minimum price being referred to herein as the "Per Share Price --------------- Range"), net to the seller in cash. Pursuant to the Tender Offer, the Company - ----- will determine the single per share price, within the Per Share Price Range, net to the seller in cash (such price being referred to as the "Per Share Purchase ------------------ Price"), that it will pay for shares properly tendered pursuant to the Tender - ----- Offer, taking into account the number of shares so tendered and the prices specified by the tendering stockholders. The Company will select the lowest Per Share Purchase Price that will allow it to buy the Offer Number of shares of Common Stock (or such lesser number of shares as are properly tendered and not withdrawn at prices within the Per Share Price Range) (such number of shares being the "Purchased Number"). All shares of Common Stock properly tendered at ---------------- prices at or below the Per Share Purchase Price and not withdrawn will be purchased at the Per Share Purchase Price, subject to the terms and conditions of the Tender Offer. (b) On the date required under applicable rules, the Company shall file with the Securities and Exchange Commission (the "Commission") an Issuer Tender ---------- Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Tender Offer Statement") with respect to the Tender Offer. The ---------------------- Tender Offer Statement shall contain the Offer to Purchase and such other information and exhibits as are required by law. The Tender Offer Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees promptly to correct any information in the Tender Offer Statement that shall be or shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Tender Offer Statement as so corrected to be filed with the Commission and disseminated to the stockholders of the Company as and to the extent required by applicable federal securities laws. (c) Subject to the terms and conditions thereof, the Tender Offer shall expire at midnight Eastern time on the date that is 20 business days from the date the Tender Offer is first published, sent or given to holders of Common Stock; provided, however, that the Company may extend the Tender Offer (i) if, at the previously scheduled expiration date of the Tender Offer, any of the conditions to the Company's obligations to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) for any period required by any rule, regulation, interpretation or position of the Commission or the staff thereof applicable to the Tender Offer and (iii) for any reason on one or more occasions for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. (d) The obligation of the Company to accept for payment, and pay for, shares of Common Stock properly tendered and not withdrawn prior to the expiration of the Tender Offer shall be subject to the satisfaction or waiver at or prior to the expiration of the Tender Offer of such conditions as the Company, in its discretion (except as set forth below), shall have specified in the Offer to Purchase to be distributed in connection with the Tender Offer. Notwithstanding the foregoing, the Tender Offer shall not be subject to a condition that any minimum number of shares of Common Stock be tendered, but shall be subject to the following conditions: (i) that there shall not have occurred or been threatened any change in the condition (financial or otherwise), business, operations, properties, assets, liabilities, income or prospects of the Company and its subsidiaries, taken as a whole, which is or may be material and adverse to the Company and its subsidiaries, taken as a whole (a "Material Adverse Change") and (ii) Cape Ann Investors shall not have, prior to ----------------------- the expiration date, terminated its obligations under Section 2.2 of the Agreement by and between the Company and Cape Ann Investors dated as of October 14, 1997 (the "Cape Ann Agreement"), in accordance with the terms thereof, as a ------------------ result of a Material Adverse Change. (e) The Stockholder will not tender any shares of Common Stock beneficially owned by the Stockholder to the Company pursuant to the Tender Offer. Section 1.2. The Stock Purchase. (a) Subject to the terms and conditions ------------------ hereof, promptly after the Company gives notice to the Depositary (as defined in the Offer to Purchase) of its acceptance of shares for payment pursuant to the Tender Offer, the Stockholder shall purchase from the Company, and the Company shall issue, sell and deliver to the Stockholder, a number of shares of Common Stock equal to 1% of the first $5,000,000 worth of shares purchased pursuant to the Tender Offer at a purchase price per share equal to 2 the Per Share Purchase Price. The shares purchased and sold hereunder shall be validly issued, fully paid and non-assessable, and shall be free and clear of any liens, security interests, pledges, voting agreements, claims, options and encumbrances of every kind, character and description whatsoever ("Encumbrances"), except as contemplated by this Agreement. A number of ------------ additional shares of Common Stock equal to the difference obtained by subtracting the number of shares purchased by the Stockholder hereunder from the Purchased Number, will be purchased by Cape Ann Investors and two other purchasers pursuant to separate purchase agreements dated the date hereof. (b) The Stockholder shall be entitled, on written notice given to the Company, to terminate his obligations to purchase shares of Common Stock hereunder if Cape Ann Investors has exercised its right to terminate its obligations to purchase shares of Common Stock under Section 2.2 of the Cape Ann Agreement. In the event of any such termination, the Stockholder's obligations under this Section 1.2 shall immediately terminate and be of no further force or effect, but all the other provisions of this Agreement shall survive any such termination and remain in full force and effect. ARTICLE II COVENANTS OF THE PARTIES Section 2.1. Information from the Stockholder. The Stockholder shall -------------------------------- promptly provide the Company with any information concerning the Stockholder requested by the Company and required to be included in the Tender Offer Statement. Section 2.2. Cooperation; Further Action. In the event that any action --------------------------- is necessary or desirable to carry out the purposes of this Agreement, each party shall take, and shall cause its directors, officers, employees, representatives and agents, as the case may be, to take, all such necessary actions including the execution and delivery of such further instruments and documents as may reasonably be requested by any party for such purposes or otherwise to complete or perfect the transactions contemplated hereby. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER The Stockholder hereby represents and warrants to the Company as follows: Section 3.1. Authorization Execution and Delivery of Agreement. The ------------------------------------------------- Stockholder has all requisite power and authority to execute this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Stockholder, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditor's rights and principles of 3 equity. Section 3.2. No Conflict; No Consent. The execution and delivery of this ----------------------- Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Stockholder under (i) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any federal, state, local or foreign governmental or regulatory authority (each an "Authority"), of the Stockholder or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Stockholder is a party or by which it is bound, other than, in the case of clause (i) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Stockholder. Other than as a result of the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, ------------ approval, order or authorization of, or registration, declaration, filing or notice to, any Authority is required to be made or obtained by the Stockholder in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby. Section 3.3. Investment Purposes. (a) The Stockholder, by reason of his ------------------- business and financial experience, has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of his investment in the shares of Common Stock, and is purchasing the shares hereunder for his own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof. The Stockholder acknowledges that the shares to be purchased hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or -------------- other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. (b) The Stockholder is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act. (c) The Stockholder has had the opportunity to ask questions and to receive answers concerning the financial condition, operations and prospects of the Company and the terms and conditions of the Stockholder's investment, as well as the opportunity to obtain any additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. 4 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Stockholder as follows: Section 4.1. Due Organization, etc. The Company is a corporation duly --------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Section 4.2. Authorization Execution and Delivery of Agreement. (a) The ------------------------------------------------- Company has full corporate power and authority to execute this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company for all purposes. This Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditor's rights and principles of equity. (b) The shares of Common Stock issuable upon consummation of the Stock Purchase have been duly authorized by all necessary corporate action on part of the Company, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration therefor set forth herein, the shares of Common Stock so issued will be validly issued, fully paid and non- assessable and the Stockholder will acquire valid and marketable title to such shares, free and clear of any Encumbrances except as contemplated by this Agreement. Section 4.3 No Conflict; No Consent. Subject to the receipt of a waiver ----------------------- from the lenders under the Company's credit facility, which waiver the Company has been orally advised will be forthcoming promptly, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any subsidiary of the Company under (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any subsidiary of the Company, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization of qualification from any Authority, of the Company or any subsidiary of the Company or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its subsidiaries, taken as a whole. Other than as a result of the reporting 5 requirements of the Exchange Act, no consent, approval, order or authorization of, or registration, declaration, filing or notice to, any Authority is required to be made or obtained by the Company or any subsidiary of the Company in order to execute or deliver this Agreement or to consummate the transactions contemplated hereby. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1. Condition to Agreement. The agreements and covenants ---------------------- contained herein are subject, in their entirety, to the receipt of the requisite consent or waiver of the lenders referred to in Section 4.3 hereof. Section 5.2. Amendment and Modification. This Agreement may be amended, -------------------------- modified or supplemented only by written agreement of all parties. Section 5.3. Notices. Any notice, request, instruction or other document ------- to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (i) when received if given in person, or (ii) on the date of transmission if sent by nationally recognized overnight courier, certified or registered mail, return receipt requested or (iii) three days after being deposited in the U.S. mail, postage prepaid: (a) If to the Stockholder, addressed as follows: Donald M. Gleklen Intelihealth 960C Harvest Drive Blue Bell, Pennsylvania 19422 (b) If to the Company, addressed as follows: NutraMax Products, Inc. 9 Blackburn Drive Gloucester, Massachusetts 01930 Attention: Robert F. Burns, Vice President and Chief Financial Officer with a copy to: Eugene M. Schloss, Jr., Esq. 1700 Cary Road Huntingdon Valley, Pennsylvania 19006-5002 and 6 Goodwin, Procter & Hoar, LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: Joseph L. Johnson III, Esq. Section 5.4. Entire Agreement. This Agreement constitutes the entire ---------------- agreement, and supersedes all of the prior agreements and undertakings, both written and oral, between or among the parties, or any of them, with respect to the subject matter hereof. Section 5.5. Counterparts. This Agreement may be executed in two or more ------------ counterparts which together shall constitute a single agreement. Section 5.6. Parties in Interest; Assignment. This Agreement shall be ------------------------------- binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No provision of this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement is not assignable except by consent of each of the parties hereto or operation of law. Section 5.7. Governing Law. This Agreement and the rights and obligations ------------- of the parties created hereby shall be governed by the internal laws of the State of Delaware without regard to the conflict of law rules thereof. Section 5.8. Captions. All section titles or captions contained in this -------- Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. All references herein to Sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Section 5.9. Equitable Relief. Each party acknowledges that, in the event ---------------- of any breach of this Agreement by a party, the other party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, the other party, in addition to any other remedy to which it may be entitled, shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to compel specific performance of this Agreement. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. 7 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above. NUTRAMAX PRODUCTS, INC. By: /s/ Robert F. Burns ---------------------------------------- Name: Robert F. Burns Title: Chief Financial Officer BT Alex. Brown Incorporated, as Custodian f/b/o Donald M. Gleklen By: /s/ Ralph Campbell ---------------------------------------- Power of Attorney BT Alex. Brown Incorporated 8 -----END PRIVACY-ENHANCED MESSAGE-----