-----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, HwmRES6rgsM9Dhw5RuKwNw1Qoy5zngRa5rFEUczYkOl+3pZgRYvwg1vtnRFW43J6 bwJVkHe04bk4+hGcWwf06g== /in/edgar/work/0001104659-00-000596/0001104659-00-000596.txt : 20001016 0001104659-00-000596.hdr.sgml : 20001016 ACCESSION NUMBER: 0001104659-00-000596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001013 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMULA INC CENTRAL INDEX KEY: 0000885080 STANDARD INDUSTRIAL CLASSIFICATION: [2531 ] IRS NUMBER: 860320129 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12410 FILM NUMBER: 739775 BUSINESS ADDRESS: STREET 1: 2700 NORTH CENTRAL AVE STREET 2: STE 1000 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6027528918 MAIL ADDRESS: STREET 1: 2700 NORTH CENTRAL AVE STREET 2: STE 1000 CITY: PHOENIX STATE: AZ ZIP: 85004 8-K 1 0001.txt CURRENT REPORT ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2000 (September 27, 2000) ____________________________________ SIMULA, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ARIZONA COMMISSION FILE NO. 1-12410 86-0320129 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2700 NORTH CENTRAL AVENUE, SUITE 1000 PHOENIX, ARIZONA 85004 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (602) 631-4005 ================================================================================ INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS. Registrant's press release dated October 1, 2000 is filed herewith as Exhibit 20.1 and is incorporated herein by reference. The press release relates to the resignation of registrant's President and Chief Executive Officer, Donald W. Townsend, and the appointment of Bradley P. Forst in such role. Pursuant to a severance agreement between the Company and Mr. Townsend, Mr. Townsend has resigned and released the Company from its contracts with him, in exchange for a structured payout of compensation otherwise due him under his existing Employment Agreement. In particular, Mr. Townsend receives an amount equal to three times his base salary by the end of October 2000, and an amount equal to two times his base salary in installments commencing January 1, 2001 and continuing until September 15, 2001, as well as the continuation of certain employment benefits, including health and medical insurance, guaranteed him under his Employment Agreement. In light of income attributable to certain transactions in the third quarter, as well as from operations, the Company does not anticipate the need to announce any changes to previous guidance concerning anticipated earnings resulting from Mr. Townsend's severance payments. Also filed herewith as Exhibit 20.2 is a copy of a Proxy Agreement between the Company's Chairman of the Board of Directors, Stanley P. Desjardins, and the Company's non-employee members of the Board of Directors (the "Outside Directors"), dated as of September 29, 2000 ("Proxy Agreement"), and, as Exhibit 20.3, a copy of a Corporate Governance Agreement between Mr. Desjardins and the Company, dated as of September 30, 2000 ("Governance Agreement"). Under the Proxy Agreement, Mr. Desjardins covenants that he will not initiate any proxy contest for at least two years, and irrevocably grants each of the Outside Directors his proxy for one year on all matters other than those in connection with a merger, share exchange or sale of substantially all the Company's assets, or an amendment to the Company's Articles of Incorporation that disproportionately adversely affects Mr. Desjardins. Under the Governance Agreement, Mr. Desjardins and the Company agree (i) to review existing management contracts and to seek renegotiation of such contracts, (ii) that Mr. Desjardins remain as Chairman of the Company's Board of Directors for a minimum of two years, (iii) that Mr. Desjardin's activities as Chairman be limited to those set forth in the Company's Bylaws or those required by law, and (iv) for a period of two years, only non-employees, other than the Company's Chief Executive Officer, will be nominated to serve as members of the Board of Directors. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following Exhibit is included pursuant to Item 601 of Regulation S-K.
NO. DESCRIPTION *20.1 Press Release dated October 1, 2000. *20.2 Proxy Agreement dated as of September 29, 2000 *20.3 Corporate Governance Agreement dated as of September 30, 2000
* Filed herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIMULA, INC. (Registrant) By /s/ Bradley P. Forst -------------------------------------------- Bradley P. Forst President and Chief Executive Officer EX-20.1 2 0002.txt PRESS RELEASE PRESS RELEASE SIMULA INC. NAMES NEW PRESIDENT AND CEO PHOENIX, Arizona - October 2, 2000 - Simula, Inc. (NYSE: SMU) today announced that Bradley P. Forst, who has been an Executive Vice President of the Company since 1998, has been named the Company's new President and Chief Executive Officer. He succeeds Donald W. Townsend, who has retired and will no longer serve on the Company's Board of Directors. "While wishing Don luck in his retirement, I speak for the entire Board when I say that we are delighted to announce Brad's promotion," said Stanley P. Desjardins, Chairman of Simula, Inc. "Few people have a better grasp of the Company than Brad, and as President and CEO he will be instrumental in seeing that we fully capitalize on Simula's many resources, thereby ensuring that top-line growth matches the Company's potential. Likewise, he will have the Board's full and unanimous support in taking steps to reduce the leverage on the balance sheet -- for only in this way can we achieve bottom-line performance that fully reflects the operational strengths of the Company." "I appreciate the confidence placed in me by Stan and the other members of the Board," said Forst. "Given its wealth of technologies and products and its dedicated employees, Simula is clearly a company with tremendous potential. Having made great progress in recent months in bringing discipline to the P&L, we will now focus our attention on improving cash flow and reducing debt." "With this change in leadership," said Desjardins, "the Board effectively reaffirms its commitment to two complementary goals: maintaining Simula's position as a world leader in saving human lives, and working to see that our shareholders participate in the Company's success." Prior to joining Simula in 1995 as Vice President and General Counsel, Secretary, and Director, Forst, with a private law practice in Phoenix, for several years provided corporate, finance, and securities legal services to the Company -- notably with regard to an initial public offering completed in April 1992 that facilitated Simula's transition from a small Phoenix-based defense contractor into a multi-sector corporation with operations in six states and the United Kingdom. Desjardins noted that since joining the Company, Forst has been instrumental in the completion of several rounds of public and private debt and equity offerings; overseen the acquisition and integration of four new businesses; worked on the management team in the design and implementation of programs and procedures to develop niche markets and reduce operational expenses throughout the Company; built and managed Simula Polymer Systems Inc., a Company subsidiary; led teams for the transfer and licensing of multiple technologies developed or acquired by the Company; and supervised the creation of a comprehensive approach to human resources programs covering all Company divisions. Forst received his J.D. in 1978 and his LL.M. in 1981 from Columbia University School of Law. Simula, Inc. is a diversified technology company that designs and manufactures occupant safety systems and devices engineered to safeguard human life in a wide range of air, ground, and sea transportation vehicles. The Company operates in two principal markets (government and defense contracting, and automotive safety systems) which encompass six core product and technology areas: advanced polymer materials; inflatable restraints; seating systems; transparent and opaque armor; personnel protective equipment and parachutes; and sensors. Additional information about Simula can be found at its newly launched web site, www.simula.com. Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve risks and uncertainties that may cause actual results to differ materially from that which are anticipated. These forward-looking statements include statements about the future growth in revenues, the status of the Company's balance sheet, and future profitability. Actual results and trends may differ materially from those projected. Additional risks include those described herein and in the Company's registration statements and periodic reports filed with the U.S. Securities and Exchange Commission. EX-20.2 3 0003.txt PROXY AGREEMENT PROXY AGREEMENT By this Proxy Agreement, entered into as of this 29th day of September, 2000 ("Agreement"), the parties identified below state, confirm, represent, warrant and agree as follows: 1. RECITALS 1.1. OUTSIDE DIRECTORS. John M. Leinonen ("Leinonen"), Lon A. Offenbacher ("Offenbacher"), Robert D. Olliver ("Olliver"), James C. Withers ("Withers") and S. Thomas Emerson ("Emerson") are each members of the Board of Directors of Simula, Inc., an Arizona corporation ("Simula" or the "Company"). Leinonen, Offenbacher, Olliver, Withers and Emerson are hereinafter collectively referred to as the "Director Parties," and individually as a "Director Party." 1.2. DESJARDINS. Stanley P. Desjardins ("Desjardins") is, and was at all times material hereto, a resident of Maricopa County, Arizona. Desjardins is the founder of Simula and currently serves as its Chairman of the Board and owns approximately 28% of the outstanding Common Stock of the Company. 1.3. COMPANY AS THIRD PARTY BENEFICIARY. Neither the Company nor any of its subsidiaries is a party to this Agreement. Notwithstanding the foregoing, the parties hereto expressly acknowledge and agree that the Company is intended to be a third party beneficiary of this Agreement and shall be entitled to enforce same. 1.4. PURPOSE OF THIS AGREEMENT. Desjardins and the Director Parties desire to enter into this Agreement to resolve certain issues that have arisen with respect to Desjardins' relationship with the Company in order to provide certainty to the Company, its employees, customers and shareholders regarding the manner in which the business and corporate governance of Simula will be conducted for the benefit of Simula and its shareholders. 1.5. RECITALS PART OF AGREEMENT. The matters set forth in Article 1 of this Agreement are and shall be deemed to be material and operative provisions of this Agreement and not mere recitals. 2. TERMS OF AGREEMENT 2.1. NO PROXY CONTEST. In consideration for the commitments and undertakings by the Company provided for in the Corporate Governance Agreement between Desjardins and the Company entered into contemporaneously with this Agreement (the "Corporate Governance Agreement"), Desjardins agrees that neither he, nor any of his Affiliates (as defined in Section 2.2), agents or representatives or any party acting at his instance or on his behalf, shall either alone, or in concert with each other or any other person or entity, solicit, induce, encourage or seek to obtain, or cause, solicit, encourage or induce any other person or entity to solicit or seek to obtain, a proxy or other authority to vote with respect to any voting securities of Simula, including but not limited to the common stock of Simula, until the later of (i) the date which is two (2) years from the date of this Agreement; or (ii) the date which is one hundred eighty (180) days prior to the third annual meeting of shareholders of Simula held following the date of this Agreement (the "Standstill Period"). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Desjardins from engaging in communications which encourage other shareholders of Simula to grant their proxy to vote Simula securities to those persons appointed by the Board of Directors of Simula to solicit or vote proxies in connection with any meeting of Simula shareholders. 2.2. GRANT OF PROXY. In consideration for the commitments and undertakings by the Company in the Corporate Governance Agreement, Desjardins hereby irrevocably appoints each of Leinonen, Offenbacher, Olliver, Withers and Emerson, or their designees, with full power of substitution, as his proxy agents with the authority to vote any and all shares of the Common Stock of Simula held by him or any Affiliate (as hereinafter defined) on any record date established by the Board of Directors with respect to any meeting of the shareholders of Simula to be conducted during the 12-month period following the date of this Agreement (the "Initial Proxy Period") with respect to (i) the election of directors; (ii) the ratification of auditors; (iii) the adoption of one or more stock option or other benefit plans, reincorporation of Simula in a state other than Arizona pursuant to a change of domicile merger, and any shareholder proposals, or any other matter to be presented at such meeting other than in connection with any action required of Desjardins pursuant to that certain Investor Rights Agreement with Levine Leichtman Capital Partners II, L.P. dated December 31, 1999, a merger, share exchange, sale of substantially all of the assets of the Company or amendment to the Articles of Incorporation that adversely affects Desjardins' rights disproportionate to those of other shareholders; provided further that the proxy shall not be used to dissolve the Company. Desjardins further agrees to execute and deliver upon request and without the payment of additional consideration, such additional documentation as the Director Parties may deem necessary and appropriate to effectuate the foregoing proxy appointment, including but not limited to the execution of separate proxy documentation. Notwithstanding the foregoing commitment to execute such additional documentation, the parties hereto agree that a copy of this Agreement may be presented to the Inspector of Elections appointed in connection with any shareholders' meeting conducted during the Initial Proxy Period as an effective proxy with respect to all shares covered hereby. The parties further agree that the proxy granted hereby is irrevocable and coupled with an interest. Each of the Director Parties hereby covenants and agrees that, he will vote in favor of the actions to be taken pursuant to the Corporate Governance Agreement unless advised in writing by legal counsel that it would be a breach of his fiduciary duty to the Company to do so. For purposes of this Agreement, as it relates to Desjardins, the term "Affiliate" shall mean (i) any person or entity who controls, who is controlled by, or is under common control with Desjardins; or (ii) any person who has a contract, agreement, arrangement or understanding with Desjardins, with respect to the voting, acquisition or disposition of Simula securities. 2.3. MAJORITY VOTE OF DIRECTOR PARTIES TO CONTROL. In the event that a vote of the Director Parties is not unanimous as to any matter brought before any meeting of the shareholders of Simula during the Initial Proxy Period as to which the proxy granted to the Director Parties pursuant to Section 2.2 is to be exercised, then a vote of a majority of the Director Parties shall control the voting of the shares subject to the proxy. 2.4. TERMINATION AND REPLACEMENT OF DIRECTOR PARTIES. Each of the Director Parties hereby acknowledges and agrees that in the event that, at any time during the Initial Proxy Period, he should resign or otherwise 2 cease to be a member of the Company's Board of Directors, then the proxy granted to such Director Party pursuant to Section 2.2 hereof shall terminate effective as of the date of such resignation or other termination of director status; provided that such proxy shall remain in full force and effect and shall continue to be exercised by the remaining Director Parties in accordance with Section 2.2 and Section 2.3 of this Agreement. In addition, each of the parties to this Agreement hereby covenants and agrees that in the event that additional individuals (who are independent of the Company and its affiliates) are elected to the Company's Board of Directors during the Initial Proxy Period to replace any Director Party, then each party hereto will thereafter use its or his best efforts to cause such newly elected director(s) to become a party to this Agreement. 2.5. REVOCATION OF PRIOR PROXIES. This Agreement shall serve as a revocation of, and a consent to the revocation of, any proxy previously granted by Desjardins with respect to the securities of Simula. 2.6. AGREEMENT TO GRANT ADDITIONAL PROXIES. Desjardins hereby covenants and agrees that, upon the expiration of the Initial Proxy Period, Desjardins shall grant such additional irrevocable proxies to the Director Parties as may be necessary in order for the Director Parties to vote any and all shares of the Common Stock of Simula held by Desjardins or any Affiliate at any meeting of shareholders of the Company held following the expiration of the Initial Proxy Period but prior to the expiration of the Standstill Period with respect to any of the matters described in Section 2.2 of this Agreement. Desjardins hereby acknowledges and agrees that any attempt by him or any Affiliate to vote any shares of Simula Common Stock or other securities during the Standstill Period shall be null and void. 2.7. DESJARDINS AS DIRECTOR. At the 2001 Annual Meeting of Shareholders, the Director Parties shall vote all shares subject to the proxy granted by Desjardins in favor of his election to the Board of Directors of the Company to serve for a term of not less than two (2) years. 2.8. AVAILABILITY OF EQUITABLE RELIEF. In the event that any provision of this Agreement is breached by Desjardins, the Director Parties and the Company shall be entitled to obtain (i) an injunction restraining such breach or threatened breach; (ii) specific performance of any provision of this Agreement including but not limited to the provisions of Section 2.2 and Section 2.6 hereof, or (iii) an order in the nature of a declaratory judgment declaring that the proxy granted hereby is valid and irrevocable, in addition to any other right or remedy available to the Director Parties and Simula. Desjardins agrees that a bond or other security shall not be a condition to the issuance of such injunction and/or for the ordering of such specific performance. 3. GENERAL 3.1. NOTICES. Any notice or other communication relating to this Agreement and any and all communications which might become necessary to effectuate the purposes of this Agreement, shall be delivered to the parties by certified mail, facsimile, a recognized overnight national delivery service, at the following addresses: 3 If to Desjardins: Stanley P. Desjardins 5200 South Lakeshore Drive #240 Tempe, Arizona 85283 If to the Director Parties: John M. Leinonen Vice President Exponent Failure Analysis Associates, Inc. Engineering and Scientific Services 39100 Country Club Drive Farmington Hills, MI 48331 Lon A. Offenbacher Director of Product Engineering Delphi Interior & Lighting Systems Troy Engineering Center MC480-009.T09 1401 Crooks Road Troy, MI 48084-7155 Robert D. Olliver Director, Risk Management Services Acordia of Arizona 3020 E. Camelback Road Suite 200 Phoenix, AZ 85016-4400 James C. Withers Chief Executive Officer MER Corporation 7960 s. Kolb Road Tucson, AZ 85706 S. Thomas Emerson Director Donald H. Jones Center for Entrepreneurship Carnegie Mellon University Graduate School of Industrial Administration 231 Posner Hall Pittsburgh, PA 15213-3890 with copies to: Bryan Cave LLP 2800 North Central Avenue Suite 2100 Phoenix, Arizona 85004 Fax: (602) 364-7070 Attn: Frank M. Placenti 3.2. MODIFICATIONS. No modification or amendment to this Agreement shall be valid, unless in writing and signed by the parties to this Agreement. 4 3.3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and legal representatives. 3.4. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona applicable to agreements made or to be performed entirely within such state, without regard to the conflict of law principles of such state. 3.5. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall together be considered one and the same agreement, and shall become effective when one or more of such counterparts have been signed by each of the parties. 3.6. SEVERABILITY. In the event that any provision of this Agreement is declared to be invalid or illegal, for any reason, this Agreement shall remain in full force and effect and the same shall be interpreted as though such invalid or illegal provision was not a part hereof. 3.7. ATTORNEYS' FEES. In the event that any party hereto is required to commence or otherwise participate in an action or other proceeding to enforce any right arising under this Agreement, the party prevailing in such action or other proceeding shall be entitled to recover all costs and attorneys' fees, such fees to be set by the court or other tribunal, and not by the jury. 3.8. ADDITIONAL INSTRUMENTS AND ACTIONS. The parties hereto expressly agree to execute any or further additional instruments as may be required, or to perform any other act necessary to effectuate and carry out the purposes of this Agreement, without the payment of additional consideration. 3.9. HEADINGS; INTERPRETATION. The headings used herein are used for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly and delivered as of the date hereof. DIRECTOR PARTIES: /s/ John M. Leinonen ------------------------------------------ JOHN M. LEINONEN /s/ Lon A. Offenbacher ------------------------------------------ LON A. OFFENBACHER /s/ Robert D. Olliver ------------------------------------------ ROBERT D. OLLIVER /s/ James C. Withers ------------------------------------------ JAMES C. WITHERS /s/ S. Thomas Emerson ------------------------------------------ S. THOMAS EMERSON STANLEY P. DESJARDINS /s/ Stanley P. Desjardins ------------------------------------------ EX-20.3 4 0004.txt CORPORATE GOVERNANCE AGREEMENT CORPORATE GOVERNANCE AGREEMENT By this Corporate Governance Agreement, entered into as of this 30th day of September, 2000 ("Agreement"), the parties identified below state, confirm, represent, warrant and agree as follows: 1. RECITALS 1.1. SIMULA. Simula, Inc. ("Simula" or the "Company") is a corporation organized and existing under and by virtue of the laws of the State of Arizona, with its principal place of business in Phoenix, Arizona. 1.2. DESJARDINS. Stanley P. Desjardins ("Desjardins") is, and was at all times material hereto, a resident of Maricopa County, Arizona. Desjardins is the founder of Simula and currently serves as its Chairman of the Board and owns approximately 28% of the outstanding Common Stock of the Company. 1.3. PURPOSE OF THIS AGREEMENT. Simula and Desjardins desire to enter into this Agreement to resolve certain issues that have arisen with respect to Desjardins' relationship with the Company in order to provide certainty to the Company, its employees, customers and shareholders regarding the manner in which the business and corporate governance of Simula will be conducted for the benefit of Simula and its shareholders. 1.4. RECITALS PART OF AGREEMENT. The matters set forth in Article 1 of this Agreement are and shall be deemed to be material and operative provisions of this Agreement and not mere recitals. 2. TERMS OF AGREEMENT 2.1. CHANGES IN THE MANAGEMENT OF SIMULA. Effective immediately, Simula, acting through its Board of Directors, shall act to replace Donald Townsend as the Company's President and Chief Executive Officer with Bradley Forst, who shall serve in that capacity pursuant to a written employment agreement to be approved by the Board of Directors. The Board shall work with the Company's new President and Chief Executive Officer to effect additional management changes as soon as practicable and to obtain any necessary approvals for such changes from the Company's lenders. Without repudiating any existing agreement with the Company's management, the Company shall review and seek to renegotiate such agreements to modify the change in control and severance provisions contained in such agreements in a manner acceptable to the Board of Directors. 2.2. PUBLIC COMMUNICATIONS. Within 10 days of the execution hereof, the Company and Desjardins will issue the press release attached hereto as EXHIBIT A and incorporated herein. During the Standstill Period, Desjardins agrees to publicly communicate his support for the Company and the decisions and actions undertaken by the Company at the direction of its management or its Board of Directors and to refrain from any actions or communications that would reasonably be regarded as expressing a lack of support therefor, unless advised in writing by legal counsel that he would more likely than not violate his fiduciary duty to the Company by doing so. 2.3. ACTIVITIES AS CHAIRMAN. In his capacity as Chairman of the Board of Directors, Desjardins shall undertake only those duties expressly set forth in the Company's Bylaws or expressly required by law. Desjardins acknowledges that the Chairman of the Board is not an officer position and does not carry with it any day-to-day operational duties, responsibilities or authority. Nothing in this Agreement shall be deemed to modify the Consulting Agreement between Simula and Desjardins, in the form attached hereto as EXHIBIT B and incorporated herein by reference. In his capacity as a Consultant, Desjardins shall undertake only those duties and activities authorized by the Consulting Agreement. 2.4. AVAILABILITY OF EQUITABLE RELIEF. The Company and Desjardins mutually acknowledge and agree that the obligations undertaken by each of them under this Agreement are special, unique and of an extraordinary character, and that Simula and it shareholders, officers and directors on the one hand, and Desjardins on the other hand, could not be adequately compensated by money damages for a breach of any of the provisions of this Agreement by the other party. In the event that any provision of this Agreement is breached by either party hereto, the non-breaching party shall be entitled to obtain (i) an injunction restraining such breach or threatened breach; and (ii) specific performance of any provision of this Agreement, in addition to any other right or remedy available to such non-breaching party. The parties hereto agree that a bond or other security shall not be a condition to the issuance of such injunction and/or for the ordering of such specific performance. 2.5. CHAIRMAN'S STATUS. For a period of two (2) years from the date hereof, Desjardins will continue to serve as Chairman of the Board of Directors of Simula until his successor is duly elected and qualified in accordance with the Company's Articles of Incorporation and Bylaws. He shall be included in the Company's slate of director nominees at the 2001 Annual Meeting of Shareholders to serve on the Board of Directors for a term of not less than two (2) years. 2.6. BOARD NOMINATIONS. Effective immediately, for a period of not less than two years, the Board will implement a policy of nominating persons to serve as directors who are not employees of the Company, except that the Board will continue to be permitted to nominate, in its discretion, the Company's Chief Executive Officer. 3. GENERAL 3.1. NOTICES. Any notice or other communication relating to this Agreement and any and all communications which might become necessary to effectuate the purposes of this Agreement, shall be delivered to the parties by certified mail, facsimile, a recognized overnight national delivery service, at the following addresses: If to Desjardins: Stanley P. Desjardins 5200 South Lakeshore Drive #240 Tempe, Arizona 85283 2 If to Simula: Simula, Inc. 2700 North Central Avenue Suite 1000 Phoenix, Arizona 85004 Fax: (602) 631-9005 Attention: Bradley P. Forst with copies to: Bryan Cave LLP 2800 North Central Avenue Suite 2100 Phoenix, Arizona 85004 Fax: (602) 364-7070 Attention: Frank M. Placenti, Esq. 3.2. MODIFICATIONS. No modification or amendment to this Agreement shall be valid, unless in writing and signed by the parties to this Agreement. 3.3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the heirs, personal representatives, predecessors, successors and assigns of the parties hereto. 3.4. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona applicable to agreements made or to be performed entirely within such state, without regard to the conflict of law principles of such state. 3.5. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall together be considered one and the same agreement, and shall become effective when one or more of such counterparts have been signed by each of the parties. 3.6. SEVERABILITY. In the event that any provision of this Agreement is declared to be invalid or illegal, for any reason, this Agreement shall remain in full force and effect and the same shall be interpreted as though such invalid or illegal provision was not a part hereof. 3.7. ATTORNEYS' FEES. In the event that any party hereto is required to commence or otherwise participate in an action or other proceeding to enforce any right arising under this Agreement, the party prevailing in such action or other proceeding shall be entitled to recover all costs and attorneys' fees, such fees to be set by the court or other tribunal, and not by the jury. 3.8. ADDITIONAL INSTRUMENTS AND ACTIONS. The parties hereto expressly agree to execute any or further additional instruments as may be required, or to perform any other act necessary to effectuate and carry out the purposes of this Agreement, without the payment of additional consideration. 3.9. HEADINGS; INTERPRETATION. The headings used herein are used for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly and delivered as of the date hereof. SIMULA, INC. By: /s/ Brad Forst -------------------------------------- Its EVP - GENERAL COUNSEL --------------------------------- STANLEY P. DESJARDINS /s/ Stanley P. Desjardins ------------------------------------------ 4 EXHIBIT A PRESS RELEASE SIMULA INC. NAMES NEW PRESIDENT AND CEO PHOENIX, Arizona - October 2, 2000 - Simula, Inc. (NYSE: SMU) today announced that Bradley P. Forst, who has been an Executive Vice President of the Company since 1998, has been named the Company's new President and Chief Executive Officer. He succeeds Donald W. Townsend, who has retired and will no longer serve on the Company's Board of Directors. "While wishing Don luck in his retirement, I speak for the entire Board when I say that we are delighted to announce Brad's promotion," said Stanley P. Desjardins, Chairman of Simula, Inc. "Few people have a better grasp of the Company than Brad, and as President and CEO he will be instrumental in seeing that we fully capitalize on Simula's many resources, thereby ensuring that top-line growth matches the Company's potential. Likewise, he will have the Board's full and unanimous support in taking steps to reduce the leverage on the balance sheet -- for only in this way can we achieve bottom-line performance that fully reflects the operational strengths of the Company." "I appreciate the confidence placed in me by Stan and the other members of the Board," said Forst. "Given its wealth of technologies and products and its dedicated employees, Simula is clearly a company with tremendous potential. Having made great progress in recent months in bringing discipline to the P&L, we will now focus our attention on improving cash flow and reducing debt." "With this change in leadership," said Desjardins, "the Board effectively reaffirms its commitment to two complementary goals: maintaining Simula's position as a world leader in saving human lives, and working to see that our shareholders participate in the Company's success." Prior to joining Simula in 1995 as Vice President and General Counsel, Secretary, and Director, Forst, with a private law practice in Phoenix, for several years provided corporate, finance, and securities legal services to the Company -- notably with regard to an initial public offering completed in April 1992 that facilitated Simula's transition from a small Phoenix-based defense contractor into a multi-sector corporation with operations in six states and the United Kingdom. Desjardins noted that since joining the Company, Forst has been instrumental in the completion of several rounds of public and private debt and equity offerings; overseen the acquisition and integration of four new businesses; worked on the management team in the design and implementation of programs and procedures to develop niche markets and reduce operational expenses throughout the Company; built and managed Simula Polymer Systems Inc., a Company subsidiary; led teams for the transfer and licensing of multiple technologies developed or acquired by the Company; and supervised the creation of a comprehensive approach to human resources programs covering all Company divisions. Forst received his J.D. in 1978 and his LL.M. in 1981 from Columbia University School of Law. 5 Simula, Inc. is a diversified technology company that designs and manufactures occupant safety systems and devices engineered to safeguard human life in a wide range of air, ground, and sea transportation vehicles. The Company operates in two principal markets (government and defense contracting, and automotive safety systems) which encompass six core product and technology areas: advanced polymer materials; inflatable restraints; seating systems; transparent and opaque armor; personnel protective equipment and parachutes; and sensors. Additional information about Simula can be found at its newly launched web site, www.simula.com. Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve risks and uncertainties that may cause actual results to differ materially from that which are anticipated. These forward-looking statements include statements about the future growth in revenues, the status of the Company's balance sheet, and future profitability. Actual results and trends may differ materially from those projected. Additional risks include those described herein and in the Company's registration statements and periodic reports filed with the U.S. Securities and Exchange Commission. 6 EXHIBIT B AMENDED AND RESTATED CONSULTING AGREEMENT THIS AGREEMENT amends and restates the Consulting Agreement dated January 1, 2000, made and entered into by and between Simula Safety Systems, Inc. ("SSSI"), whose address is 7414 South Harl Avenue, Tempe, Arizona 85283, Simula Inc. ("Simula"), whose address is 2700 North Central Avenue, Suite 1000, Phoenix, Arizona 85004, and Stanley P. Desjardins ("Consultant"), whose address is 5200 South Lakeshore Drive, #240, Tempe, Arizona 85283. AGREEMENT In consideration of the mutual covenants hereinafter contained, the Parties agree as follows: 1. CONSULTING SERVICES. Consultant agrees to provide consulting services ("Services") to SSSI in the following areas: o Supporting and advising the management of SSSI. o Helping to install (hiring and/or transferring) new support staff for SSSI. o Advising on the new facility for SSSI. o Performing customer interface services where and when requested. o Providing other support services when requested by SSSI. o Providing support services when requested by Simula Inc. o Teaching in the CSIS as required. 2. PERFORMANCE AND PAYMENT. Consultant will perform the Services in a manner and at such times as reasonably requested to carry-out the scope of services. For the first year covered by this agreement, Consultant will be paid $130,000, and SSSI will pay Consultant biweekly for services rendered. Any Services performed for Simula will be paid by SSSI and apportioned between SSSI and Simula as agreed by these entities. Normal and customary expenses related to the job and approved by SSSI/Simula will be paid by SSSI upon receipt of customary expense statements. Consultant shall be responsible for all other expenses incurred by him in the performance of Services. 2.1 Unless otherwise negotiated, Services provided to SSSI/Simula by the Consultant in subsequent years will be billed and paid on a daily rate basis negotiated between the parties. Services will be itemized and invoiced biweekly and will be paid within 15 days. 7 2.2 The office furniture now in Consultant's Simula office shall become the personal property of Consultant effective on the date of this Agreement. SSSI will provide the current office space occupied by Consultant until December 31, 2000. 2.3 Consultant will communicate periodically with the CEO of Simula, Inc. and the President of SSSI to coordinate activities and agree on Consultant's role, access to SSSI personnel, and timeframe for completion of tasks. 2.4 Consultant will not represent SSSI or Simula, Inc. in any public forum without prior consultation with the CEO of Simula, Inc. (except in his role of Chairman of the Board of Simula, Inc. consistent with the authority granted to him by the Board of Directors). 3. INDEPENDENT CONTRACTOR STATUS. Consultant is retained as an independent contractor and not as an employee. Consultant has total responsibility for payment of all federal, state, and local taxes, and/or special levies required under unemployment insurance, worker's compensation, social security, income tax, or other laws, with respect to performance of his obligations under the terms and conditions of the Agreement. SSSI shall not be responsible for withholding portions of these amounts from fees or any amounts normally paid by an employer, nor for payments or deposits of portions, or amounts normally paid or deposited by Consultant. 4. NONDISCLOSURE AND NONCOMPETITION. Consultant and SSSI have executed a Nondisclosure Agreement. Consistent with the Nondisclosure Agreement, Consultant may work with, consult with, or participate in, any third party company of his choice as long as the activity for which Consultant is engaged is not competitive with and will not, to the best knowledge of the parties, become competitive with the current or prospective business of SSSI or Simula. 5. TRADE SECRETS AND PATENTABLE ITEMS. Items and ideas/concepts that may evolve into trade secrets, patentable items related to the Services, or proprietary business data conceived or developed by Consultant during the contractual period and related to the Services are the property of SSSI or Simula and shall be disclosed exclusively to SSSI or Simula, as the case may be. As appropriate, Consultant will assist Simula, at Simula's expense, in the development, filing, and securing of patents in the name of Simula as necessary and requested by Simula. All rights, title, and interest directly related to the design, engineering, development, performance, fabrication, or test of any of the internal characteristics of items related to the Services, or any of their components, are reserved and are specifically included in this Agreement with the resulting property rights in Simula. 6. DISCONTINUED BUSINESS OR PRODUCT; DIVISION SALES. Consultant will be granted the first right of refusal to acquire any SSSI division, product line, product, technology, concept, or idea that SSSI/Simula proposes to discontinue by sale, license, dissolution, or otherwise not pursue. Further, Consultant will be granted the first right of refusal to acquire any SSSI division for which a planned consolidation would require shut-down or the relocation or termination of personnel. Consultant will be given notice of any such plans and will have a first right of refusal to match the terms of any bona fide third party offer that SSSI or Simula proposes to accept. If there is no third party offer, SSSI/Simula and Consultant will negotiate an arms-length transaction. Notwithstanding anything in this paragraph, Consultant shall not make any contact, directly or indirectly, with any third party to sell, offer to sell, or negotiate another disposition of Simula, Inc. or any subsidiary or division, without the prior consent of the CEO of Simula, Inc. 8 7. TERM. The term of this Agreement shall be from January 1, 2000, to December 31, 2000. Either party may terminate the Agreement on or after December 31, 2000, by giving the other party thirty (30) days prior written notice. Termination shall not affect Consultant's rights to compensation earned through the termination date, nor affect the provisions of Paragraphs 4, 5, and 6 of this Agreement or the Nondisclosure Agreement attached hereto as Appendix A. 8. ENTIRETY AND AMENDMENT. This Agreement represents the entire and integrated Agreement between the parties, supersedes any and all prior negotiations, representations, and Agreements, either written or oral, and may be amended only by a written instrument, signed by both SSSI and Consultant. 9. GOVERNING LAW. The existence, validity, construction, operation, and effect of this Agreement shall be determined in accordance with and governed by the laws of the State of Arizona. Any dispute arising under this Agreement shall be brought in a court of competent jurisdiction located in the State of Arizona. IN WITNESS WHEREOF, this Agreement is executed effective as of January 1, 2000. SIMULA SAFETY SYSTEMS, INC. By: Its:_________________________________________ SIMULA INC. By:__________________________________________ Bradley P. Forst Its:_________________________________________ CONSULTANT: By:__________________________________________ Stanley P. Desjardins 9 -----END PRIVACY-ENHANCED MESSAGE-----