0001104659-23-053115.txt : 20230428 0001104659-23-053115.hdr.sgml : 20230428 20230428164531 ACCESSION NUMBER: 0001104659-23-053115 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230428 DATE AS OF CHANGE: 20230428 GROUP MEMBERS: KENNETH D. TRBOVICH GROUP MEMBERS: MICHAEL D. TRBOVICH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SERVOTRONICS INC /DE/ CENTRAL INDEX KEY: 0000089140 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 160837866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32675 FILM NUMBER: 23867499 BUSINESS ADDRESS: STREET 1: 1110 MAPLE ST CITY: ELMA STATE: NY ZIP: 14059 BUSINESS PHONE: 7166335990 MAIL ADDRESS: STREET 1: P O BOX 300 CITY: ELMA STATE: NY ZIP: 14059-0300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Estate of Nicholas D. Trbovich, Sr. CENTRAL INDEX KEY: 0001956845 IRS NUMBER: 306590360 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 960 PORTERVILLE ROAD CITY: EAST AURORA STATE: NY ZIP: 14052 BUSINESS PHONE: 7163447108 MAIL ADDRESS: STREET 1: 960 PORTERVILLE ROAD CITY: EAST AURORA STATE: NY ZIP: 14052 SC 13D/A 1 tm2314140d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

 

 

SCHEDULE 13D
(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

 

(Amendment No.1)1

 

Servotronics, Inc.
(Name of Issuer)

 

Common Stock, par value $0.20 per share
(Title of Class of Securities)

 

817732100
(CUSIP Number)

 

KENNETH D. TRBOVICH

MICHAEL D. TRBOVICH

ESTATE OF NICHOLAS D. TRBOVICH, SR.

960 Porterville Road
East Aurora, New York 14052
(716) 634-4646
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 26, 2023
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No.  817732100

 

SCHEDULE 13D

 

 

 

1

NAME OF REPORTING PERSONS

 

ESTATE OF NICHOLAS D. TRBOVICH, SR.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨

(b) x (1)

3 SEC USE ONLY
4

SOURCE OF FUNDS

NOT APPLICABLE

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7

SOLE VOTING POWER

 

9,889

8

SHARED VOTING POWER

 

471,796

9

SOLE DISPOSITIVE POWER

 

9,889

10

SHARED DISPOSITIVE POWER

 

471,796

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

471,796

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.7% (2)

14

TYPE OF REPORTING PERSON

 

OO

 

(1) On December 6, 2022, the Estate of Nicholas D. Trbovich Sr. (the “Estate”) contributed 294,643 shares of Common Stock to Beaver Hollow Wellness LLC, a New York limited liability company (“BHW”). Thereafter, pursuant to a Contribution and Sale Agreement dated April 19, 2023, the Estate contributed an additional 75,893 shares of Common Stock to BHW and sold 13,393 shares of Common Stock to BHW, and pursuant to a Contribution Agreement dated April 26, 2023, Kenneth D. Trbovich, (“KDT”) contributed 77,978 shares of Common Stock to BHW. The Estate and KDT are members of BHW and collectively hold approximately forty-seven percent (47%) of the issued and outstanding membership interests of BHW. With the exception of the 461,907 shares of Common Stock reported herein held by KDT and the Estate through BHW, KDT and the Estate expressly disclaim the existence of, and membership in, a group with BHW and its respective affiliates and beneficial owner(s).

 

(2) Calculated based on 2,525,313 shares of common stock (“Common Stock”) of the Issuer outstanding as of February 28, 2023, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 31, 2023.

 

- 2 -

 

 

1

NAME OF REPORTING PERSONS

 

KENNETH D. TRBOVICH

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨

(b) x (1)

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

NEW YORK

NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7

SOLE VOTING POWER

 

43,804 (2)

8

SHARED VOTING POWER

 

471,796

9

SOLE DISPOSITIVE POWER

 

43,804

10

SHARED DISPOSITIVE POWER

 

471,796

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

515,600

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.4% (3)

14

TYPE OF REPORTING PERSON

 

IN

 

(1)  On December 6, 2022, the Estate of Nicholas D. Trbovich Sr. (the “Estate”) contributed 294,643 shares of Common Stock to Beaver Hollow Wellness LLC, a New York limited liability company (“BHW”). Thereafter, pursuant to a Contribution and Sale Agreement dated April 19, 2023, the Estate contributed an additional 75,893 shares of Common Stock to BHW and sold 13,393 shares of Common Stock to BHW, and pursuant to a Contribution Agreement dated April 26, 2023, Kenneth D. Trbovich, (“KDT”) contributed 77,978 shares of Common Stock to BHW. The Estate and KDT are members of BHW and collectively hold approximately forty-seven percent (47%) of the issued and outstanding membership interests of BHW. With the exception of the 461,907 shares of Common Stock reported herein held by KDT and the Estate through BHW, BHW KDT and the Estate expressly disclaims the existence of, and membership in, a group with the Estate, KDT, BHW and their respective affiliates and beneficial owner(s).

 

(2) Includes: (a) 26,195 shares of Common Stock (defined below) owned KDT. (b) KDT, serves as the Trustee of and controls 17,609 shares of Common Stock which are held by the Trbovich Family Foundation (the “Foundation”). (c) KDT serves as the Co-Executor of the Estate and jointly controls 9,889 shares of Commons Stock owned by the Estate. (d) The Estate jointly controls 461,907 shares of Common Stock owned by BHW through that certain Amended and Restated Voting Agreement dated as of April 26, 2023, as more fully described below.

 

(3) Calculated based on 2,525,313 shares of common stock (“Common Stock”) of the Issuer outstanding as of February 28, 2023, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 31, 2023.

 

- 3 -

 

 

1

NAME OF REPORTING PERSONS

 

MICHAEL D. TRBOVICH

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨

(b) x (1)

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

NEW YORK

NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7

SOLE VOTING POWER

 

35,559

8

SHARED VOTING POWER

 

471,796

9

SOLE DISPOSITIVE POWER

 

35,559

10

SHARED DISPOSITIVE POWER

 

471,796

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

507,355 (2)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.1% (3)

14

TYPE OF REPORTING PERSON

 

OO

 

(1) On December 6, 2022, the Estate of Nicholas D. Trbovich Sr. (the “Estate”) contributed 294,643 shares of Common Stock to Beaver Hollow Wellness LLC, a New York limited liability company (“BHW”). Thereafter, pursuant to a Contribution and Sale Agreement dated April 19, 2023, the Estate contributed an additional 75,893 shares of Common Stock to BHW and sold 13,393 shares of Common Stock to BHW, and pursuant to a Contribution Agreement dated April 26, 2023, Kenneth D. Trbovich, (“KDT”) contributed 77,978 shares of Common Stock to BHW. The Estate and KDT are members of BHW and collectively hold approximately forty-seven percent (47%) of the issued and outstanding membership interests of BHW. With the exception of the 461,907 shares of Common Stock reported herein held by KDT and the Estate through BHW, BHW KDT and the Estate expressly disclaims the existence of, and membership in, a group with the Estate, KDT, BHW and their respective affiliates and beneficial owner(s).

 

(2) Includes: (a) 35,559 shares of Common Stock (defined below) owned by Michael D. Trbovich (“MDT”). (b) MDT serves as the Co-Executor of the Estate and jointly controls 9,889 shares of Commons Stock owned by the Estate. (d) The Estate jointly controls 461,907 shares of Common Stock owned by BHW through that certain Amended and Restated Voting Agreement dated as of April 26, 2023, as more fully described below.

 

(3) Calculated based on 2,525,313 shares of common stock (“Common Stock”) of the Issuer outstanding as of February 28, 2023, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 31, 2023.

 

- 4 -

 

 

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D supplements and amends the Schedules 13D filed on December 12, 2022 (the “Prior Schedule 13D Filing”). Information reported in the Prior Schedule 13D Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Prior Schedule 13D Filing. Responses to each item of this Amendment No. 1 are incorporated by reference into the response to each other item, as applicable.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 of the Prior Schedule 13D Filing is hereby replaced in its entirety as follows:

 

On December 6, 2022, the Estate contributed 294,643 shares of Common Stock to BHW in exchange for the issuance by BHW to the Estate of limited liability company membership interests in BHW constituting fifty percent (50%) of the issued and outstanding limited liability company membership interests of BHW. Pursuant to a Contribution and Sale Agreement dated April 19, 2023, the Estate contributed an additional 75,893 shares of Common Stock to BHW in exchange for limited liability company membership interests in BHW and sold 13,393 shares of Common Stock to BHW in exchange for cash, in each case based on assumed share value of $11.20 (the “April 2023 Estate Transactions”). The cash purchase price was paid from BHW’s working capital. Also, pursuant to a Contribution Agreement dated April 26, 2023, KDT contributed 77,978 shares of Common Stock to BHW in exchange for limited liability company membership interests in BHW (the “April 2023 KDT Transaction”, and together with the April 2023 Estate Transactions, the “April 2023 Transactions”). The Estate owns 38.58% and KDT owns 8% of the issued and outstanding limited liability company membership interests of BHW as of the April 2023 Transactions.

 

Item 4.Purpose of Transaction.

 

Item 4 of the Prior Schedule 13D Filing is hereby replaced in its entirety as follows:

 

BHW, the Estate, and KDT each engaged in the transactions involving the contribution and sale of the shares of Common Stock with a view and an objective of diversifying their respective asset portfolios.

 

The Estate, KDT and MDT (collectively, the “Reporting Persons”) hold the shares of Common Stock of the Issuer for investment purposes. The Reporting Persons have no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Contributed Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including Board composition) or operations of the Issuer, or potential business combinations or strategic alternatives involving the Issuer or certain of the businesses or assets of the Issuer, including transactions in which the Reporting Persons may seek to participate and potentially engage in (including with other third parties), purchasing additional shares of capital stock of the Issuer, selling some or all of the shares, engaging in short selling of or any hedging or similar transaction with respect to the shares, or changing their intention with respect to any and all matters referred to in this Item 4.

 

- 5 -

 

 

Item 5.Interest in Securities of the Issuer.

 

Item 5(a), (b) and (c) of the Prior Schedule 13D Filing is hereby replaced in its entirety as follows:

 

(a) See rows (11) and (13) of the respective cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by the Reporting Persons. The aggregate percentage of the shares of Common Stock reported as owned pursuant to this Schedule 13D is based upon 2,525,313 shares of Common Stock issued and outstanding as of February 28, 2023, as reported in the Issuer's Annual Report on Form 10-K for the period ended December 31, 2022, filed with the Securities and Exchange Commission on March 31, 2023.

 

(b) See rows (7) through (10) of the respective cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

The Voting Agreement (as defined in Item 6) may result in the Reporting Persons being deemed a “group” with BHW and its affiliates and beneficial owner(s) (collectively, the “Applicable Persons”). The Applicable Persons are each separately reporting their beneficial ownership of the Common Stock on Schedules 13D with the SEC and reference is hereby made to such filings for the beneficial ownership of Common Stock of such other Applicable Persons and any changes thereto. The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned by the Applicable Persons.

 

(c) Other than the April 2023 Transactions, the Reporting Persons did not enter into any transactions in the shares of Common Stock within the past sixty days.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Prior Schedule 13D Filing is hereby replaced in its entirety as follows:

 

In connection with April 2023 Transactions, the Estate, KDT and Founders Software, Inc. entered into an Amended and Restated Voting Agreement dated as of April 26, 2023 (the “Amended and Restated Voting Agreement”) which governs the voting, transfer, direction of dividend and disposal rights of the Common Stock owned by BHW.

 

- 6 -

 

 

The foregoing description of the Amended and Restated Voting Agreement is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Voting Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Other than as described in this Item 6 and the Joint Filing Agreement filed as Exhibit 99.2 to the Prior Schedule 13D Filing, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7.Material to be Filed as Exhibits.

 

Item 7 of the Prior Schedule 13D Filing is hereby replaced in its entirety as follows:

 

Exhibit 99.1*Amended and Restated Voting Agreement, dated as of April 26, 2023

 

Exhibit 99.2*Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.

 

*Filed herewith.

 

- 7 -

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: April 28, 2023

 

  ESTATE OF NICHOLAS D. TRBOVICH, SR.
   
  By: /s/ Kenneth D. Trbovich
  Name:   Kenneth D. Trbovich
  Title:   Co-Executor of the Estate of Nicholas D. Trbovich, Sr.
   
  By: /s/ Michael D. Trbovich
  Name:   Michael D. Trbovich
  Title:   Co-Executor of the Estate of Nicholas D. Trbovich, Sr.
   
  KDT
   
  /s/ Kenneth D. Trbovich
  Kenneth D. Trbovich
   
  MDT
   
  /s/ Michael D. Trbovich
  Michael D. Trbovich

 

- 8 -

 

EX-99.1 2 tm2314140d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Execution Copy

 

AMENDED AND RESTATED VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”) is dated and effective as of April 26, 2023 by and among the parties listed on the signature page hereto (together the “Consenting Parties”).

 

RECITALS

 

Beaver Hollow Wellness, LLC, a New York limited liability company (the “Company”), has entered into an agreement to acquire 89,286 shares of Servotronics, Inc. (“SVT”) common shares which are listed on the NYSEAMERICAN under the ticker symbol SVT from the Estate of Nicholas D. Trbovich Sr. and 89,286 shares of SVT from Kenneth D. Trbovich (collectively, the “Shares”).

 

The Consenting Parties are the only members and owners of the Company, with Founders Software, Inc. holding 53.42% of the membership interests in the Company. Kenneth D. Trbovich and Michael D. Trbovich, as co-executors of the Estate of Nicholas D. Trbovich, Sr., holding 38.58% of the membership interests in the Company and Kenneth D. Trbovich, in his individual capacity, holding 8% of the membership interests in the Company.

 

As a condition to the acquisition of the Shares by the Company, the Consenting Parties have agreed to enter into this Agreement.

 

The Consenting Parties therefore agree as follows:

 

Section 1

 

VOTING

 

1.1            General    During the term of this Agreement, the Consenting Parties each agree to cause to be voted all Shares now or hereafter owned by the Company, whether beneficially or otherwise, or as to which the Company has voting power, directly or indirectly, in accordance with the provisions of this Agreement. The Consenting Parties acknowledge and agree that: (i) in the event that the Company acquires additional shares of SVT, such shares will become part of and considered Shares; (ii) the Estate of Nicholas D. Trbovich Sr. and the Co-Executors listed on the signature page hereto and Kenneth D. Trbovich, individually, own shares of SVT which are expressly not included in or part of the Shares and are not subject to the terms of this Agreement; and (iii) the Consenting Parties, and their owners, may after the date hereof acquire shares of SVT for their own account which, unless contributed to the Company or purchased by the Company, are expressly not included in or part of the Shares and are not subject to the terms of this Agreement.

 

Section 2

 

VOTING OF THE SHARES

 

2.1            Voting    During the term of this Agreement (i) all voting and other decision-making rights arising from, related to, or afforded to, the Shares and (ii) any sale, encumbrance, transfer, disposal, or decision to sell, encumber, transfer, or dispose, of all or part of the Shares, shall be undertaken only upon and pursuant to the unanimous written consent of the Consenting Parties (each a “Consent”). No officer, director, member or manager of the Company, or the Company, may take any of the foregoing actions, and any such attempt to do so shall be null and void, without a Consent specifically authorizing such action.

 

 

Section 3

 

Termination

 

3.1            Termination    This Agreement shall terminate upon the earlier of the sale, transfer, or disposal of all of the (a) Shares pursuant to Section 2.1 and (b) date on which a Consenting Party and its permitted successors, heirs, and assigns ceases to own any interest in the Company.

 

Section 4

 

ADDITIONAL SHARES

 

4.1            Additional Shares    In the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification or consolidation involving the Company, such shares or securities shall be deemed to be Shares for purposes of this Agreement.

 

Section 5

 

Miscellaneous

 

5.1            Certain Definitions    Shares “held” by a Consenting Party shall mean any Shares directly or indirectly owned (of record or beneficially) by such Consenting Party or as to which such Consenting Party has voting power. “vote” shall include any exercise of voting rights whether at an annual or special meeting or by written consent or in any other manner permitted by applicable law.

 

5.2            Notices    All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to a Consenting Party) or otherwise delivered by hand, messenger or courier service addressed:

 

(a)            if to a Consenting Party, to the Consenting Party’s address, facsimile number or electronic mail address as shown in the exhibits to this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof, or, until any such Consenting Party so furnishes an address, facsimile number or electronic mail address to the Company, then to the address, facsimile number or electronic mail address of the last holder of the relevant Shares for which the Company has contact information in its records; or

 

(b)            if to the Company, to the attention of both the Chief Executive Officer and Chief Operating Officer of the Company.

 

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

 

-2-

 

5.3            Successors and Assigns    The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties.

 

5.4            Governing Law    This Agreement shall be governed in all respects by the internal laws of the State of New York, without regard to principles of conflicts of law.

 

5.5            Titles and Subtitles    The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

 

5.6            Further Assurances    Each party hereto agrees to execute and deliver, by the proper exercise of its personal, corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

 

5.7            Entire Agreement    This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein. This Agreement supersedes and the terms hereof control all other agreements by or among any of the Consenting Parties with respect to the voting, sale, encumbrance, transfer, or disposal of the Shares. For the avoidance of doubt, this Agreement shall not reduce any creditors’ rights with respect to the Shares as pledged collateral.

 

5.8            No Grant of Proxy    This Agreement does not grant any proxy and should not be interpreted as doing so.

 

5.9            Not a Voting Trust    This Agreement is not a voting trust and should not be interpreted as such.

 

5.10            Specific Performance    It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

 

5.11            Amendment    Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Consenting Parties.

 

5.12            No Waiver    The failure or delay by a Consenting Party to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted to the Consenting Parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it.

 

5.13            Attorney’s Fees    In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

 

-3-

 

5.14            Severability    If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

 

5.15            Counterparts    This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

(signature page follows)

 

-4-

 

IN WITNESS WHEREOF, the undersigned Consenting Parties have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first above written.

 

FOUNDERS SOFTWARE, INC.  
   
By: /s/ Paul L. Snyder III  
  Paul L. Snyder III  
  Chief Executive Officer  
   
ESTATE OF NICHOLAS D. TRBOVICH SR.  
   
By: /s/ Kenneth D. Trbovich, Co-Executor of the Estate  
  Kenneth D. Trbovich, Co-Executor  
   
By: /s/ Michael D. Trbovich, Co-Executor of the Estate  
  Michael D. Trbovich, Co-Executor  
   
KENNETH D. TRBOVICH  
   
/s/ Kenneth D. Trbovich  
Kenneth D. Trbovich  

 

-Signature page to Voting Agreement-

 

 

EX-99.2 3 tm2314140d1_ex99-2.htm EXHIBIT 99.2

 

EXHIBIT 99.2

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D/A (including any and all amendments thereto) with respect to the Common Stock of Servotronics, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D/A and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of April 28, 2023.

 

  ESTATE OF NICHOLAS D. TRBOVICH, SR.
   
  By: /s/ Kenneth D. Trbovich
  Name:   Kenneth D. Trbovich
  Title:   Co-Executor of the Estate of Nicholas D. Trbovich, Sr.
   
  By: /s/ Michael D. Trbovich
  Name:   Michael D. Trbovich
  Title:   Co-Executor of the Estate of Nicholas D. Trbovich, Sr.
   
  KDT
   
  /s/ Kenneth D. Trbovich
  Kenneth D. Trbovich
   
  MDT
   
  /s/ Michael D. Trbovich
  Michael D. Trbovich

 

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