-----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, EmaOjT2EV4Yqe4LP2zJAdUZq9FMG31KGpTWDeas2Q9mbB9hqOZZJvV6YJTYQ/83S YFbbEh5qDE1w3yo4ACMIyw== 0000950131-99-006814.txt : 19991228 0000950131-99-006814.hdr.sgml : 19991228 ACCESSION NUMBER: 0000950131-99-006814 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMTEC INC CENTRAL INDEX KEY: 0000730045 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 030283466 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41457 FILM NUMBER: 99780915 BUSINESS ADDRESS: STREET 1: ONE IMTEC LN CITY: BELLOWS FALLS STATE: VT ZIP: 05101 BUSINESS PHONE: 8024639502 MAIL ADDRESS: STREET 1: ONE IMTEC LN CITY: BELLOWS FALLS STATE: VT ZIP: 05101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIGRAN INVESTMENTS L P ET AL CENTRAL INDEX KEY: 0000905558 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363778244 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 155 PFINGSTEN SUITE 360 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474059700 MAIL ADDRESS: STREET 1: 155 PFINGSTEN STREET 2: SUITE 360 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: TRIGRAN INVESTMENTS L P DATE OF NAME CHANGE: 19930520 SC 13D/A 1 SCHEDULE 13 D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Exchange Act of 1934 (Amendment No. 6) IMTEC, INC. (Name of Issuer) Common Stock, Par Value $.01 per Share (Title Class of Securities) 452909-10-4 (CUSIP Number) Douglas T. Granat 155 Pfingsten Road Suite 360 Deerfield, IL 60015 (847) 405-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rules 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 being sent. *The remainder of this cover 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 purposes of Section 18 of the Securities Exchange Act of 1934 ("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. 452909104 Page 2 of 7 Pages SCHEDULE 13D 1. Name of Reporting Person Trigran Investments L.P. ("Trigran") IRS No. 36-3778244 2. Check appropriate box if a member of a group (a) [_] (b) [_] 3. SEC Use Only 4. Source of Funds 5. Check Box if Disclosure of Legal Proceedings Required Pursuant to Items 2(d) or 2(e) [_] N/A 6. Citizenship of Place of Organization Illinois 7. Sole Voting Power See Item 4 8. Shared Voting Power See Item 4 9. Sole Dispositive Power See Item 4 10. Shared Dispositive Power See Item 4 11. Aggregate Amount Beneficially Owned by Each Reporting Person 273,120 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_] 13. Percent of Class Represented by Amount in Row (11) 17.12% 14. Type of Reporting Person PN CUSIP No. 452909104 Page 3 of 7 Pages Item 1. Security and Issuer Common Stock, par value $.01 per share IMTEC, Inc. ("Imtec") One Imtec Lane Bellows Falls, VT 05101 Except as expressly stated below, there have been no material changes in the facts and statements set forth in Schedule 13D, filed October 26, 1995, as amended by Amendment No. 1, filed February 2, 1996, Amendment No. 2, filed March 15, 1996, by Amendment No. 3, filed July 9, 1996, Amendment No. 4, filed August 15, 1996, and Amendment No. 5, filed January 29, 1998, with respect to the Common Stock, par value $.01 per share, of Imtec. (Where no material change has occurred with respect to Items 2-8, inclusive, or a part thereof, of the Schedule 13D, such particular item or respective part thereof is omitted from this Amendment No. 6). Schedule 13D, as amended by Amendments Nos. 1 through 5, together with this Amendment No. 6, is sometimes referred to herein as Schedule 13D, as amended. Item 4. Purpose of Transaction On December 9, 1999, Brady Corporation, a Wisconsin corporation ("Brady"), entered into a shareholder option agreement (the "Shareholder Option Agreement") with certain shareholders of Imtec, including Trigran, all of the directors of Imtec and all but one holder of greater than five percent (5%) of the shares of Common Stock (the "Shareholders"), who, in the aggregate, own 875,326 shares of Common Stock, including certain options to purchase shares of Common Stock (the "Shares"). Upon information and believe, on December 9, 1999, Brady entered into a shareholder option agreement, substantially identical to the Shareholder Option Agreement, with the remaining holder (the "Other Shareholder") with respect to 109,377 shares of Common Stock. Pursuant to the Shareholder Option Agreement, each Shareholder has granted Brady an irrevocable option (individually an "Option" and together the "Options") to purchase such Shareholder's Shares at an exercise price of $12.00 per Share (subject to adjustment in certain circumstances) exercisable upon the occurrence of certain events specified in the Shareholder Option Agreement. The Shareholder Option Agreement was entered into for the purpose of inducing Brady to enter into negotiations for the acquisition of Imtec on terms and subject to the conditions to be set forth in a definitive Agreement and Plan of Merger to be negotiated and entered into between Brady and Imtec (the "Merger Agreement") which would provide, among CUSIP No. 452909104 Page 4 of 7 Pages other things, for the merger of a subsidiary of Brady or an affiliate of Brady with and into Imtec (the "Merger"). Pursuant to the Shareholder Option Agreement, each Shareholder has granted Brady an irrevocable Option to purchase the Shares (including any subsequently acquired shares of Common Stock), which in the aggregate, together with the shares of Common Stock owned by the Other Shareholder, constitutes approximately 58.0% of the shares of Common Stock computed in accordance with Rule 13d-3(d)(1(i) under the Act at $12.00 per Share. The Options are exercisable at any time, in whole or in part, after (i) February 7, 2000 if the Merger Agreement has not been signed; (ii) the occurrence of any event as a result of which Brady is entitled to receive a termination fee under the Merger Agreement; or (iii) such time as a Shareholder shall have breached the Merger Agreement. Each Option that becomes exercisable shall remain exercisable until the later of (i) the date that is 120 days after the date of such Option becomes exercisable or (ii) the date that is 60 days after the date that all waiting periods under the Hart-Scott-Rodino Anti-Trust Improvements Act applicable to the Merger and/or purchase of the Shares shall have expired or been terminated; provided that if at the expiration of such -------- period there shall be in effect any injunction or other order issued by any federal, state, local or foreign governmental unit or agency prohibiting the exercise of such Option, the exercise period shall be extended until 60 days after the date that no such injunction or order is in effect. Each Shareholder has agreed that at any meeting of shareholders of Imtec or in connection with any written consent of the shareholders of Imtec, such Shareholder will vote (or cause to be voted) all Shares (including any subsequently acquired shares of Common Stock), (i) in favor of the Merger Agreement, the Merger and any other actions contemplated by the Merger Agreement and the Shareholder Option Agreement and (ii) against any proposal relating to an acquisition proposal by any person or entity other than Brady (an "Acquisition Proposal") and against any action or agreement that would impede, frustrate, prevent or nullify the Shareholder Option Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Imtec under the Merger Agreement or which would result in any of the conditions set forth in the Merger Agreement not being fulfilled. Each Shareholder irrevocably granted to and appointed Brady as such Shareholder's proxy and attorney-in-fact to vote the Shares owned by such Shareholder, or grant a consent of approval in respect of such Shares (including any subsequently acquired shares of Common Stock), in the manner specified above. Each Shareholder has agreed that, except as provided by the Merger Agreement and the Shareholder Option Agreement, such Shareholder will not (i) offer to transfer, transfer or consent to any transfer, (ii) enter into any contract, option or other agreement or understanding CUSIP No. 452909104 Page 5 of 7 Pages with respect to any transfer, (iii) grant any proxy, power-of-attorney or other authorization or consent or (iv) deposit into a voting trust or enter into a voting agreement or arrangement, each with respect to all of the Shares (including any subsequently acquired shares of Common Stock) beneficially owned by such Shareholder. Each Shareholder has agreed that such Shareholder shall not encourage, solicit, initiate or participate in any way in any discussion or negotiation with, or provide information or otherwise take any action to assist or facilitate, any person concerning any Acquisition Proposal. Each Shareholder has agreed to cease any such existing activities and to immediately communicate to Brady the terms of any Acquisition Proposal. Each Shareholder has waived any rights of appraisal or rights to dissent from the Merger. The Shareholder Option Agreement with respect to each Shareholder shall terminate upon the earliest of (i) the effective time of the Merger Agreement, (ii) December 9, 2000 or (iii) the termination of the Merger Agreement, unless, in the case of clause (iii), Brady is or may be entitled to receive a termination fee under the Merger Agreement following such termination or prior to such termination such Shareholder has breached certain specified agreements contained in the Shareholder Option Agreement. The description of the Shareholder Option Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Shareholder Option Agreement, a copy of which is attached hereto as Exhibit 1, and incorporated herein by reference. Except pursuant to the terms of the Shareholder Option Agreement and as set forth herein, Trigran has no plans or proposals which would result in the acquisition or disposition of shares of Common Stock or any other action enumerated in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) and (b). Pursuant to the Shareholder Option Agreement, Brady has the right (as described above) to acquire 875,326 shares (subject to adjustment for changes in capitalization) of Common Stock. Should Brady fully exercise its Options and purchase the Shares, the Shares will be acquired by Brady with sole voting and dispositive power. (c). Except for the execution and delivery of the Shareholder Option Agreement, there have been no transactions by Trigran or, to the best of its knowledge, any of its affiliates with respect to shares of the Common Stock during the 60 days preceding the date of this Schedule CUSIP No. 452909104 Page 6 of 7 Pages 13D. (d). Each Shareholder has the power to receive and the power to direct the receipt of dividends from their Shares until such time as Brady shall exercise its Option for such Shareholder's Shares. Each Shareholder has the right to receive and the power to direct the receipt of the proceeds payable by Brady upon Brady's exercise of its Option for such Shareholder's Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except for the Shareholder Option Agreement (described in Item 4 above), which is attached to this Schedule 13D, as amended, as Exhibit 1, and agreements referred to or contained therein, there are no contracts, arrangements, understandings or relationships between Trigran and any other person with respect to any securities of Imtec. Item 7. Material to be Filed as Exhibits Exhibit 1 Shareholder Option Agreement After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. December 27, 1999 TRIGRAN INVESTMENTS L.P., an Illinois limited partnership By: Trigran Investments, Inc., general partner By: /s/ Lawrence A. Oberman Lawrence A. Oberman Vice President CUSIP No. 452909104 Page 7 of 7 TRIGRAN INVESTMENTS L.P. SCHEDULE 13D EXHIBIT INDEX Exhibit No. Exhibit Name 1 Shareholder Option Agreement dated as of December 9, 1999, among Brady Corporation and the persons listed on Schedule I thereto EX-1 2 SHAREHOLDER OPTION AGREEMENT EXHIBIT 1 SHAREHOLDER OPTION AGREEMENT SHAREHOLDER OPTION AGREEMENT, dated as of December 9, 1999 (the "Agreement"), among Brady Corporation ("Parent"), a Wisconsin corporation , and the persons listed on Schedule I hereto (each a "Shareholder" and, collectively, the "Shareholders"). R E C I T A L S: WHEREAS, Parent has indicated its willingness to enter into an agreement for the acquisition of Imtec, Inc., a Delaware corporation ("Company") through an Agreement and Plan of Merger (the "Merger Agreement") which would provide, among other things, for the acquisition of the Company by Parent by means of a cash tender offer (the "Offer") by Parent or a subsidiary (in either event, the "Purchaser") for all outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") and for the subsequent merger of Purchaser with the Company (the "Merger"), all on the terms and subject to the conditions to be set forth in the Merger Agreement; WHEREAS, as an inducement and a condition to entering into negotiation of the Merger Agreement, Purchaser has required that the Shareholders agree, and each Shareholder has agreed, to enter into this Agreement; and WHEREAS, the Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby prior to the date hereof; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. Definitions. Capitalized terms have the meanings provided herein. ----------- 2. Tender of Shares; Agreement to Sell. ----------------------------------- (a) In order to induce Parent to enter into negotiation of the Merger Agreement, each Shareholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the tenth business day after commencement of the Offer, the number of shares of Common Stock set forth opposite such Shareholder's name on Schedule I hereto (the "Existing Shares") and, together with any shares of Common Stock acquired by such Shareholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, exercise of options, warrants or other rights to acquire Common Stock or in any other way (together, the "Shares"), all of which are beneficially owned by Shareholder. If a Shareholder acquires beneficial ownership of Shares after the date hereof, such Shareholder shall tender such Shares on such tenth business day or, if later, on the second business day after such acquisition. Each Shareholder hereby acknowledges and agrees that Purchaser's obligation to accept for payment, purchase and pay for the Shares in the Offer, including the Shares beneficially owned by the Shareholders, is subject to the terms and conditions of the Offer. Purchaser, by written notice delivered to a Shareholder, will have the right to direct such Shareholder not to tender to, or to withdraw from, the Offer any Shares beneficially owned by such Shareholder and, upon receipt of any such notice, such Shareholder shall comply with the direction included in such notice. (b) As promptly as practicable following the expiration of the Offer (but in no event later than 10:00 a.m., Milwaukee time, on the first trading day immediately after such expiration), each Shareholder hereby severally and not jointly agrees to sell to Purchaser, and Purchaser agrees to purchase, all Shares owned by such Shareholder not tendered or validly withdrawn from the Offer pursuant to Section 2(a) at a price equal to $12.00 per Share or, if less, the price provided in the Merger Agreement. The obligations of each Shareholder and Purchaser in this Section 2(b) is conditioned upon Purchaser purchasing shares of Common Stock pursuant to the Offer. (c) Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable hereunder to a holder of Shares any stock transfer taxes and such amounts as are required to be withheld under the Internal Revenue Code of 1986, as amended (the "Code"), or any applicable provision of state, local or foreign tax law, as specified in the Offer Documents. To the extent that amounts are so withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Purchaser. (d) Each Shareholder hereby permits Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's shareholders is required under applicable law, any proxy statement (including all documents and schedules filed with the SEC), such Shareholder's identity and ownership of the Shares and the nature of such Shareholder's commitments, arrangements and understandings under this Agreement; provided that such Shareholder shall have -------- the right to review and comment on such disclosure a reasonable time before it is publicly disclosed. 3. Option. (a) In order to induce Parent to enter into negotiation ------ of the Merger Agreement, each Shareholder hereby grants to Purchaser an irrevocable option (each, an "Option") to purchase the Shares beneficially owned by such Shareholder (the "Option Shares") at a price equal to $12.00 per Share, subject to adjustment in the event of a stock-split, stock dividend or additional share issuance by the Company. Each Option granted by a Shareholder may be exercised in whole or in part at any time after (i) sixty days from the date hereof if the Merger Agreement has not been signed by the Company and Purchaser; (ii) the occurrence of any event as a result of which Parent is entitled to receive a termination fee under the Merger 2 Agreement or (iii) such time as such Shareholder shall have breached any of its agreements in the Merger Agreement. (b) Each Option that becomes exercisable under Section 3(a) shall remain exercisable until the later of (i) the date that is 120 days after the date such Option becomes exercisable and (ii) the date that is 60 days after the date that all waiting periods under the Hart-Scott-Rodino Anti-Trust Improvements Act (the "HSR Act") required for the purchase of the Shares upon such exercise shall have expired or been terminated; provided that if at the -------- expiration of such period there shall be in effect any injunction or other order issued by any federal, state, local or foreign governmental unit or agency (a "Governmental Entity") prohibiting the exercise of such Option, the exercise period shall be extended until 60 days after the date that no such injunction or order is in effect. In the event that Purchaser wishes to exercise an Option, Purchaser shall send a written notice to the applicable Shareholder identifying the place and date (not less than two nor more than ten business days from the date of the notice) for the closing of such purchase. 4. Additional Agreements. --------------------- (a) Subject to Section 8 of this Agreement, each Shareholder shall, at any meeting of the shareholders of the Company, however called, or in connection with any written consent of the shareholders of the Company, vote (or cause to be voted) all Shares then held of record or beneficially owned by such Shareholder, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (ii) against any proposal relating to an acquisition proposal by any person or entity other than Purchaser (an"Acquisition Proposal") and against any action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions set forth in the Merger Agreement not being fulfilled. (b) Each Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Shares beneficially owned by such Shareholder or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or (v) take any other action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. 3 (c) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser and any designee of Purchaser, and each of them individually, such Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote the Shares beneficially owned by such Shareholder, or grant a consent or approval in respect of such Shares, in the manner specified in Section 4(a). Each Shareholder represents that any proxies heretofore given in respect of Shares beneficially owned by such Shareholder are not irrevocable and that any such proxies are hereby revoked. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in connection with the Purchaser's agreement to undertake negotiation of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware Corporation Law. (d) Each Shareholder hereby agrees that neither such Shareholder nor any of its affiliates, representatives or agents shall (and, if such Shareholder is a corporation, partnership, trust or other entity, such Shareholder shall cause its officers, directors, partners, and employees, representatives and agents, including its investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, or otherwise take any other action to assist or facilitate, any person or group (other than Parent or Purchaser or any affiliate or associate of Parent or Purchaser) concerning any Acquisition Proposal. Each Shareholder will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal. Each Shareholder will immediately communicate to Purchaser the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the person making such Proposal or inquiry which it may receive. (e) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated by this Agreement. Each party shall promptly consult with the other and provide any necessary information and material with respect to all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (f) Each Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have. 4 5. Representations and Warranties of each Shareholder. Each -------------------------------------------------- Shareholder hereby represents and warrants, severally and not jointly, to Purchaser as follows: (a) Such Shareholder is the record and beneficial owner of the Existing Shares set forth opposite its name on Schedule I. Such Existing Shares constitute all of the Shares owned of record or beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2, 3 and 4 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has the power and authority to enter into and perform all of such Shareholder's obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is a trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated hereby. (c) Except for filings under the HSR Act and the Securities Exchange Act of 1934 (the "Exchange Act") (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof, except in cases in which any conflict, breach, default or violation described below would not interfere with the ability of such Shareholder to perform such Shareholder's obligations hereunder, shall (A) conflict with or result in any breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of its properties or assets. 5 (d) Except as permitted by this Agreement, the Existing Shares beneficially owned by such Shareholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder. The transfer by such Shareholder of the Shares to Purchaser in the Offer or hereunder shall pass to and unconditionally vest in Purchaser good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever. (e) No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Shareholder. 6. Stop Transfer. Each Shareholder shall request that the Company ------------- not register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares beneficially owned by such Shareholder, unless such transfer is made in compliance with this Agreement. 7. Termination. This Agreement shall terminate with respect to any ----------- Shareholder upon the earliest of (a) the effective time of the Merger Agreement, (b) the first anniversary of the date hereof or (c) the termination of the Merger Agreement (unless, in the case of this clause (c), Purchaser is or may be entitled to receive a termination fee under the Merger Agreement following such termination or prior to such termination such Shareholder has breached Section 2(a), 4(a), 4(b) or 4(d)). 8. No Limitation. Nothing in this Agreement shall be construed to ------------- prohibit Shareholder, or any officer or affiliate of a Shareholder who is or has designated a member of the Board of Directors of the Company, from taking any action solely in his or her capacity as a member of the Board of Directors of the Company or from exercising his or her fiduciary duties as a member of such Board of Directors to the extent specifically permitted by the Delaware General Corporation Law, as may be modified by the terms of the Merger Agreement. 9. Miscellaneous. (a) This Agreement constitutes the entire ------------- agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. (b) This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of each Shareholder (in the case of any assignment by Purchaser ) or Purchaser (in the case of an assignment by a Shareholder), provided that Purchaser -------- 6 may assign its rights and obligations hereunder to any direct or indirect subsidiary of Parent, but no such assignment shall relieve Purchaser of its obligations hereunder. (c) Without limiting any other rights Purchaser may have hereunder in respect of any transfer of Shares, each Shareholder agrees that this Agreement and the obligations hereunder shall attach to the Shares beneficially owned by such Shareholder and shall be binding upon any person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Shareholder's heirs, guardians, administrators or successors. (d) This Agreement may not be amended, changed, supplemented or otherwise modified with respect to a Shareholder except by an instrument in writing signed on behalf of such Shareholder and Purchaser. (e) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or by facsimile transmission with confirmation of receipt, as follows: If to a Shareholder: At the addresses and facsimile numbers set forth on Schedule I hereto. If to Parent or Purchaser: Brady Corporation 6555 W. Good Hope Road Milwaukee, Wisconsin 53223 Attention: Gary Johnson Facsimile No.: (414) 438-6840 With a copy to: Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Conrad G. Goodkind Facsimile No.: (414) 271-3552 or to such other address or facsimile number as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. (f) Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, 7 but if any provision or portion of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. (g) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. (h) The failure of any party hereto to exercise any rights, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. (i) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. (j) This Agreement shall be governed and construed in accordance with the laws of the State of Delaware. (k) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (A) consents to submit itself to the personal jurisdiction of any Delaware state court or any Federal court located in Delaware in the event any dispute arises out of this Agreement or by any transaction contemplated by this Agreement, (B) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it will not bring any action relating to this Agreement or any transaction contemplated by this Agreement in any court other than any such court and (D) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction contemplated by this Agreement. The parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware or in any Federal 8 court located in Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (l) The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. (m) This Agreement may be executed in counterparts, each of which (including facsimile copies) shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. (n) Except as otherwise provided herein, each party shall pay its, his or her own expenses incurred in connection with this Agreement IN WITNESS WHEREOF, Purchaser and the Shareholders have caused this Agreement to be duly executed as of the day and year first above written. BRADY CORPORATION By: /s/ David W. Schroeder ------------------------------ Name: David W. Schroeder Title: Group Vice President SHAREHOLDERS: /s/ Ralph E. Crump ---------------------------------- Ralph E. Crump /s/ Marjorie L. Crump ---------------------------------- Marjorie L. Crump /s/ Richard L. Kalich ---------------------------------- Richard L. Kalich 9 /s/ Judith Kalich ---------------------------------- Judith Kalich /s/ David Sturdevant ---------------------------------- David Sturdevant /s/ Robert W. Ham ---------------------------------- Robert W. Ham TRIGRAN INVESTMENTS, L.P. By: /s/ Douglas T. Granat ------------------------------ Name: Douglas T. Granat Title: President 10 /s/ Steven D. Anton ----------------------------- Steven D. Anton 11 SCHEDULE I
NAME OF SHARES NAME, FACSIMILE NUMBER AND ADDRESS OF COMMON STOCK OF SHAREHOLDER BENEFICIALLY OWNED Ralph E. Crump 151,466 28 Twisted Oak Circle Trumbell, CT 06611 Fax: 203-261-1852 Marjorie L. Crump 147,965 28 Twisted Oak Circle Trumbell, CT 06611 Fax: 203-261-1852 Richard L. Kalich 109,900 16 North Shore Road Spofford, NH 03462 Fax: 603-363-4862 Judith Kalich 28,700 16 North Shore Road Spofford, NH 03462 Fax: 603-363-4862 TRIGRAN INVESTMENTS, L.P. 273,120 Douglas T. Granat 155 Pfingsten Road, Suite 360 Deerfield, IL 60015 Fax: 847-405-9599 David Sturdevant 81,875 1265 Montecto Ave. Mountain View, CA 94043 Fax: 650-968-0141 Robert W. Ham 27,300 129 South 3d Street Delevan, WI 53115 Fax: 414-728-7789 Steven D. Anton 55,000
I-1 NUMBER OF SHARES NAME, FACSIMILE NUMBER AND ADDRESS OF COMMON STOCK OF SHAREHOLDER BENEFICIALLY OWNED 37 Church Street Keene, New Hampshire 03431 Fax: 802-463-4334 I-2 -----END PRIVACY-ENHANCED MESSAGE-----