-----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, B9+EgGCyD2fdinWFiGJgZrXgs2MkxxDxQjVBNHYE1Sv+q6WJTDVHzB3cTzcpILr1 qfZqBFD7OMnJj/WIlogbjQ== 0000950134-97-007371.txt : 19971015 0000950134-97-007371.hdr.sgml : 19971015 ACCESSION NUMBER: 0000950134-97-007371 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971014 SROS: NONE GROUP MEMBERS: ALMA L BRASWELL GROUP MEMBERS: AMY A BRASWELL GROUP MEMBERS: ANITA B MURMAN GROUP MEMBERS: BRASWELL ALLEN S JR GROUP MEMBERS: BRUCE A BRASWELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY CORP CENTRAL INDEX KEY: 0000916797 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 840854616 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49123 FILM NUMBER: 97695524 BUSINESS ADDRESS: STREET 1: 7251 WEST 4TH ST CITY: GREELEY STATE: CO ZIP: 80634-9763 BUSINESS PHONE: 3033533100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRASWELL ALLEN S JR CENTRAL INDEX KEY: 0001047752 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6558 WESTMINSTER PLACE CITY: MEMPHIS STATE: TN ZIP: 38120 BUSINESS PHONE: 9017955300 MAIL ADDRESS: STREET 1: 4601 CROMWELL AVE STREET 2: SUITE 1 CITY: MEMPHIS STATE: TN ZIP: 38118 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 EFTC CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------- (Title of Class of Securities) 268443 10 8 - ------------------------------------------------------------------------------- (CUSIP Number) WARNER B. RODDA, ESQ. BURCH, PORTER & JOHNSON, PLLC 50 N. FRONT STREET, SUITE 800 MEMPHIS, TN 38103 TELEPHONE: (901) 524-5183 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 30, 1997 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. (Page 1 of 12 Pages) 2 1 NAME OF REPORTING PERSON ALLEN S. BRASWELL, JR. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 38,350 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY 1,706,031 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 38,350 WITH 10 SHARED DISPOSITIVE POWER 1,706,031 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,744,381 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- (Page 2 of 12 Pages) 3 1 NAME OF REPORTING PERSON ALMA L. BRASWELL S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY 331,092 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 331,092 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,092 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.25% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- (Page 3 of 12 Pages) 4 NAME OF REPORTING PERSON BRUCE A. BRASWELL S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 38,198 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY 1,374,939 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 38,198 WITH 10 SHARED DISPOSITIVE POWER 1,374,939 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,413,137 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.12% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- (Page 4 of 12 Pages) 5 1 NAME OF REPORTING PERSON AMY A. BRASWELL S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 38,198 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 38,198 WITH 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,198 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- (Page 5 of 12 Pages) 6 1 NAME OF REPORTING PERSON ANITA B. MURMAN S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 38,198 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 38,198 WITH 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,198 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- (Page 6 of 12 Pages) 7 ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the Common Stock, par value $.01 (the "Securities") of the following corporation (the "Issuer"): EFTC Corporation 9351 Grant Street, 6th floor Denver, CO 80229 ITEM 2. IDENTITY AND BACKGROUND. The name, residence address, and principal occupation of the Reporting Persons are:
(c)Present Principal Occupation or Employment, Principal (a)Name (b)Residence Address Business Address ------- -------------------- ------------------------------- Allen S. Braswell, Jr 6558 Westminster Place President Memphis, TN 38120 Circuit Test, Inc. 4601 Cromwell Avenue Memphis, TN 38118 Alma L. Braswell 6558 Westminster Place Not applicable Memphis, TN 38120 Bruce A. Braswell 8563 Huntleigh Way Controller Germantown, TN 38138 Circuit Test, Inc. 4601 Cromwell Avenue Memphis, TN 38118 Amy A. Braswell 10208 Talbot Place Not applicable Tampa, FL 33626 Anita B. Murman 106 Plantation Circle Not applicable Kathleen, GA 31047
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. (f) All of the persons described in the above table are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Securities of the Issuer specified as beneficially owned by each Reporting Person in Item 5 were received by such Reporting Person as partial consideration for such Reporting Person's ownership interest in Circuit Test, Inc., a Florida corporation ("CTI"), a privately-owned corporation that was acquired by the Issuer on September 30, 1997. Such acquisition was completed pursuant to the terms of an Agreement and Plan of Reorganization dated as of July 9, 1997 (the "Merger (Page 7 of 12 Pages) 8 Agreement"), among the Issuer and CTI. All references herein to the Merger Agreement are qualified in their entirety by reference to the terms of the such agreement, which constitutes an exhibit to this statement on Schedule 13D and is incorporated herein by reference. Each Reporting Person was a principal shareholder of CTI prior to its acquisition by the Issuer. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition of the securities of the Issuer specified in Item 5 was to facilitate the sale of such Reporting Person's interest in CTI to the Issuer as provided in the Merger Agreement. Except as set forth below, with respect to subitem (d) of Item 4, none of the Reporting Persons has any other plans of proposals that relate to or would result in any of the actions described in subitems(a), (b), (c) or (e) through (j) of Item 4. (d) Pursuant to the terms of the Merger Agreement, at the time of the consummation of the acquisition of CTI by the Issuer, the board of directors of the Issuer was enlarged by two and each of Allen S. Braswell, Sr. and Allen S. Braswell, Jr. became a director of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) In the aggregate, the Reporting Persons own 1,858,975 shares of the Securities, or 23.84% of the aggregate number of the Securities outstanding, which are directly owned by the Reporting Persons as follows: The Allen S. Braswell, Sr., Retained Income Trust u/a/d 12/31/89, Allen S. Braswell, Jr. and Bruce A. Braswell, Trustees directly owns 1,374,939 shares, or 17.6%; Allen S. Braswell, Jr. directly owns 38,350 shares, or .5%; Allen S. Braswell, Jr. and Alma L. Braswell, as JTWROS, directly own 331,092 shares or 4.25%, and have shared voting power and shared power to dispose such shares. Bruce A. Braswell directly owns 38,198 shares, or .5%; Amy A. Braswell directly owns 38,198 shares, or .5%; and Anita B. Murman directly owns 38,198 shares, or .5%. Each of the Reporting Persons expressly disclaims beneficial ownership of the Securities directly held by each other Reporting Person. (b) Except as set forth herein, each Reporting Person has sole power to vote and to direct the voting of, and sole power to dispose, or direct the disposition of, the Securities indicated as directly owned by such Reporting Person in Item 5(a). The shares indicated as owned by the Allen S. Braswell, Sr. Retained Income Trust are owned beneficially by Messrs. Allen S. Braswell, Jr. and Bruce A. Braswell as Trustees of the Allen S. Braswell, Sr. Retained Income Trust, and with respect to which they have shared voting power and shared power to dispose of such shares. (c) Each Reporting Person has only effected one transaction in the Securities in the past 60 days, being the acquisition of the Securities specified in Item 5(a) at the time of the consummation of the acquisition of CTI by the Issuer. (Page 8 of 12 Pages) 9 The Reporting Persons each received the aggregate number of Securities set forth in Item 5(a) in exchange for all of the Reporting Person's shares of common stock of CTI. The acquisition of CTI and the issuance of the Securities specified in Item 5 were effected in a private transaction consisting of a merger of CTI with a wholly-owned subsidiary of the Issuer, with CTI being the surviving corporation (the "Merger"). The capital stock of CTI prior to the Merger was converted into the right to the Securities specified in Item 5(a). The closing of the Merger and the issuance of the Securities specified in Item 5(a) occurred at the offices of the Issuer's counsel, Holme, Roberts & Owen, LLP, 1700 Lincoln Street, Denver, Colorado. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In order to effect the Merger, the Issuer and the Reporting Persons entered into the Merger Agreement, as described in response to Items 3, 4 and 5, which are incorporated herein by reference. In connection with the Merger Agreement and the transactions contemplated thereby, the Issuer agreed to provide to the Reporting Persons certain rights to cause, or to participate in, the registration of resales of all or part of the Securities held by them under the Securities Act of 1933. The terms of such rights are set forth in a Registration Rights Agreement, dated as of September 30, 1997 (the "Registration Rights Agreement"), among the Issuer and each of the Reporting Persons. Each reference herein to the Registration Rights Agreement is qualified in its entirety to the terms of such agreement, which constitutes an exhibit to this statement on Schedule 13D and is incorporated herein by reference. Except as provided in Item 2, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any Securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed herewith or incorporated by reference: 1 Agreement and Plan of Reorganization among EFTC Corp., and CTI Acquisition Corp., and Circuit Test, Inc., dated as of July 9, 1997. 2 Registration Rights Agreement, dated September 30, 1997, among the Issuer and Allen S. Braswell, Sr. Grantor Retained Income Trust u/a/d 12/31/89, Allen S. Braswell, Jr., Alma L. Braswell, Bruce A. Braswell, Amy A. Braswell, and Anita B. Murman. 3. Joint Filing Agreement, dated September 8, 1997, among Allen S. Braswell, Jr., Bruce A. Braswell, Amy A. Braswell and Anita B. Murman. (Page 9 of 12 Pages) 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: October 8, 1997 /s/ Allen S. Braswell, Jr. ------------------------------------------- Allen S. Braswell, Jr. /s/ Alma L. Braswell ------------------------------------------- Alma L. Braswell /s/ Bruce A. Braswell ------------------------------------------- Bruce A. Braswell /s/ Amy A. Braswell ------------------------------------------- Amy A. Braswell /s/ Anita B. Murman ------------------------------------------- Anita B. Murman (Page 10 of 12 Pages) 11 Exhibit Index
Exhibit Description Page - ------- ----------- ---- 1* Agreement and Plan of Reorganization among EFTC Corp., CTI Acquisition Corp., and Circuit Test, Inc. dated as of July 9, 1997. 2 Registration Rights Agreement, dated September 30, 1997, among the Issuer and Allen S. Braswell, Sr. Grantor Retained Income Trust u/a/d 12/31/89, Allen S. Braswell, Jr., Alma L. Braswell, Bruce A. Braswell, Amy A. Braswell, and Anita B. Murman. 3. Joint Filing Agreement, dated October 8, 1997, among Allen S. Braswell, Jr., Bruce A. Braswell, Amy A. Braswell and Anita B. Murman.
- --------------------------- * Incorporated by reference from the Issuer's Proxy Statement filed with the Securities and Exchange Commission on September 22, 1997. (Page 11 of 12 Pages) EX-99.2 2 REGISTRATION RIGHTS AGREEMENT 1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of September 30, 1997, is among EFTC CORPORATION, a Colorado corporation ("Parent"), and the undersigned SHAREHOLDERS (individually a "Shareholder" and together, the "Shareholders") of Parent. RECITALS A. Parent, CTI Acquisition Corp., a Florida corporation ("Merger Sub"), and Circuit Test, Inc., a Florida corporation ("Circuit Test"), have entered into an Agreement and Plan of Reorganization, dated July 9, 1997 (the "Reorganization Agreement"), pursuant to which Circuit Test was merged with and into Merger Sub and the Shareholders received in consideration therefor, among other things, shares of Common Stock, $.01 par value, of Parent ("Parent Common Stock"). B. This Agreement is executed and delivered pursuant to Section 8.2(d) of the Reorganization Agreement and sets forth the terms on which the Shareholders may require Parent to register, under the Securities Act (as defined in Article I), securities of Parent owned by them. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS The following terms shall have the following meanings as used in this Agreement: 1.1 "Agreement" has the meaning set forth in the opening statement of this Agreement. 1.2 "Circuit Test" has the meaning set forth in Recital A. 1.3 "Demand Registration" has the meaning set forth in Section 2.1. 1.4 "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder. 1.5 "Indemnified Party" has the meaning set forth in Section 6.2. 1.6 "Indemnifying Party" has the meaning set forth in Section 6.2. 2 1.7 "Losses" has the meaning set forth in Section 6.1. 1.8 "Reorganization Agreement" has the meaning set forth in Recital A. 1.9 "Merger Sub" has the meaning set forth in Recital A. 1.10 "Parent" has the meaning set forth in the opening statement of this Agreement. 1.11 "Parent Common Stock" has the meaning set forth in Recital A. 1.12 "Person" means any individual, corporation, partnership, limited liability company, trust, organization, association, governmental body or agency. 1.13 "Piggyback Registration" has the meaning set forth in Section 3.1. 1.14 "Pro Rata Share" has the meaning set forth in Section 6.2. 1.15 "Registerable Securities" means any outstanding shares of Parent Common Stock held by the Shareholders on the date hereof and any securities issued or issuable with respect thereto by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, reclassification or other reorganization. A Registerable Security shall cease to be a Registerable Security when: (a) a Registration Statement with respect to the sale of such security shall have become effective under the Securities Act and such security shall have been disposed of in accordance with such Registration Statement; (b) such security shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act; (c) such security shall have been otherwise transferred, new certificates for which, not bearing a legend restricting further transfer, shall have been delivered by Parent and subsequent disposition of the security shall not require registration or qualification of such security under the Securities Act or any similar state law then in force, or (d) such security shall have ceased to be outstanding. 1.16 "Registration Expenses" means all expenses incident to Parent's performance of or compliance with this Agreement, including, all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for Parent and all independent certified public accountants, underwriters (excluding underwriting discounts, commissions spreads or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals), and other Persons retained by Parent for the purpose of fulfilling its obligations under this Agreement. 1.17 "Registration Statement" means any registration statement or comparable document under Section 5 of the Securities Act through which a public sale or disposition of Registrable Securities may be registered. -2- 3 1.18 "SEC" means the Securities and Exchange Commission or any other federal agency administering the Securities Act. 1.19 "Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of promulgated thereunder. 1.20 "Shareholder" and the "Shareholders" have the meanings set forth in the opening statement of this Agreement. ARTICLE II DEMAND REGISTRATION 2.1 Request for Registration. At any time beginning one year after the date hereof, the holders of a majority of the then outstanding Registrable Securities, may request registration under the Securities Act of all or part of their Registrable Securities (the "Initial Demand"). In addition, at any time eighteen (18) months after the effectiveness of the Registration Statement filed with respect to the Initial Demand, the holders of a majority of the then outstanding Registrable Securities, may request an additional registration under the Securities Act of all or part of their Registrable Securities not registered pursuant to the Initial Demand (the "Secondary Demand"). In either instance, such holders may exercise their right under this Section 2.1 by giving a written request to Parent signed by them specifying the number of shares of Registrable Securities requested to be included and the intended method of disposition thereof. Within ten days after receipt of the request, Parent will give written notice of the request to all other holders of Registrable Securities and will include in such registration all Registrable Securities for which Parent has received written requests for inclusion within fifteen (15) days after Parent's notice is given to the holders pursuant to this Section 2.1, so long as the aggregate amount of Registrable Securities that the holders request be included in each such registration equals at least 40% of all Registrable Securities and have a fair market value at the time of the request equal to $5,000,000 (a "Demand Registration"). 2.2 Underwritten Offerings; Priority on Demand Registrations. If the holders of a majority of the Registrable Securities requested to be included so elect, the Demand Registration may be in the form of an underwritten offering. If the Demand Registration is an underwritten offering, Parent shall select the managing underwriters for the offering and Parent may elect to include other securities in such registration on the same terms and conditions as the Registrable Securities to be included in such registration; provided however, if the managing underwriters advise Parent in writing that in their opinion the number of Registrable Securities and other securities to be included in the registration exceeds the number that can be sold in such offering at a price satisfactory to the holders of a majority of the Registrable Securities requested to be included in such registration, Parent will give priority for inclusion in such registration: (a) first, to the Registrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of the managing -3- 4 underwriters, can be sold, pro rata among the holders thereof based on the number of Registrable Securities owned), (b) second, to the securities, if any, requested to be included in such registration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto; (c) third, to the securities Parent proposes to include in such registration; (d) fourth, to the securities that Parent is otherwise obligated to include in such registration; and (e) fifth, to other securities that Parent may desire to include in such registration. 2.3 Restrictions on Demand Registration. Notwithstanding anything in this Article II to the contrary, if Parent shall furnish to the holders of Registrable Securities requesting registration a certificate signed by the Chief Executive Officer or President of Parent stating that, in the good faith reasonable judgment of the Board of Directors of Parent, such registration of Registrable Securities would materially interfere with, or require premature disclosure of, any financing, acquisition or reorganization involving Parent or any of its wholly-owned subsidiaries or would otherwise have a material adverse effect on Parent or the selling holders if undertaken at the time requested, Parent shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the holders of Registrable Securities; provided, however, that Parent may not utilize this right more than once in any twelve (12) month period. 2.4 Expenses. Except as otherwise provided in this Article II, Parent will pay all Registration Expenses in connection with a Demand Registration. In a Demand Registration that is an underwritten offering, all underwriting discounts, commissions spreads or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the Registrable Securities being offered thereby will be paid by the holders thereof pro rata based on the number of Registrable Securities that each such holder has requested be registered. ARTICLE III PIGGYBACK REGISTRATION 3.1 Right to Piggyback. Whenever Parent proposes to register any of its securities under the Securities Act (other than as (a) a Demand Registration; (b) a registration of securities in connection with a merger, an acquisition, an exchange offer, other business combination or an employee benefit plan maintained by Parent or its subsidiaries; or (c) a registration of securities on Form S-4 or S-8 or any successor or similar form) and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), Parent will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will include in such registration, subject to Section 3.3, all Registrable Securities with respect to which Parent has received written requests for Piggyback Registration within fifteen (15) days after Parent's notice is given to the holders of Registrable Securities. -4- 5 3.2 Piggyback Expenses. Parent will pay all Registration Expenses in connection with a Piggyback Registration. In a Piggyback Registration that is an underwritten offering, all underwriting discounts, commissions spreads or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the Registrable Securities being offered thereby will be paid by the holders thereof pro rata based on the number of Registrable Securities that each such holder has requested be registered. 3.3 Restrictions on Piggyback Registrations. Notwithstanding anything to the contrary in this Article III: (a) if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with the Piggyback Registration, Parent for any reason decides not to register securities of Parent, Parent will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration; and (b) if Parent determines for any reason to delay a Piggyback Registration, Parent may do so by giving written notice of its decision to the holders of Registrable Securities. 3.4 Priority on Underwritten Primary Registrations. If a Piggyback Registration is an underwritten offering initiated on behalf of Parent and the managing underwriters advise Parent in writing that in their opinion the number of securities to be included in such registration exceeds the number that can be sold in such offering at a price satisfactory to Parent, Parent will give priority for inclusion in such registration: (a) first, to the securities Parent proposes to include in such registration; (b) second, to the securities, if any, requested to be included in such registration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto; (c) third, securities that Parent has become, prior to the date hereof, otherwise obligated to include in such registration; (d) fourth, to the Registrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities, which is equal to the number that, in the opinion of the managing underwriters, can be sold, pro rata among the holders thereof based on the number of Registrable Securities owned); and (d) fifth, to other securities that Parent may desire to include in such registration. 3.5 Priority on Underwritten Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Parent's securities, and the managing underwriters advise Parent in writing that in their opinion the number of securities requested to be included in the registration exceeds the number that can be sold in the offering, Parent will give priority for inclusion in such registration: (a) first, to the securities requested to be included by the holders requesting such registration; (b) second, to the securities sought to be included in such registration pursuant to the warrants or options issued to the representatives of the underwriters with respect thereto; (c) third, to the Registrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities, which is equal to the number that, in the opinion of the managing underwriters, can be sold, pro rata among the holders thereof based on the number of Registrable Securities owned), and (d) fourth, to other securities that Parent may desire to include in such registration. -5- 6 ARTICLE IV REGISTRATION PROCEDURES 4.1 Procedures Parent Will Follow. Whenever the holders of the Registrable Securities duly request that any Registrable Securities be registered pursuant to this Agreement, Parent will use its best efforts to effect the registration of the Registrable Securities on a form available under the Securities Act for which Parent then qualifies and that counsel for Parent deems appropriate and which form is available for the sale of the Registrable Securities in accordance with the intended method of disposition, and pursuant thereto Parent will do the following as expeditiously as possible: (a) Registration Statement. Parent will prepare and file with the SEC, and use its best efforts to cause to become effective, a Registration Statement with respect to the Registrable Securities Parent has been so requested to register on a form available under the Securities Act for which Parent then qualifies and that counsel for Parent deems appropriate and which form is available for the sale of the Registrable Securities in accordance with the intended method of disposition. (b) Maintenance of Effectiveness. Parent will prepare and file with the SEC such amendments and supplements to the Registration Statement and prospectus used for the sale of the Registrable Securities as may be necessary to keep the Registration Statement effective until the earlier of: (i) the date on which the sale of the Registrable Securities is completed and (ii) the date ninety (90) days after the Registration Statement with respect to the Registrable Securities becomes effective, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during its effectiveness in accordance with the intended methods of disposition of such securities. (c) Copies of Prospectuses. Parent will furnish to the holders the number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus) and such other documents that the holders may reasonably request to facilitate the disposition of the Registrable Securities Parent has been so requested to register. At any time when a prospectus with respect to the Registrable Securities is required to be delivered under the Securities Act, Parent will notify the holders of the occurrence of any material change in the information contained in the prospectus included in the Registration Statement. Whenever in Parent's judgment it is necessary, Parent will prepare a supplement or amendment to the prospectus so that, as thereafter delivered to the proposed purchasers of the Registrable Securities, the prospectus will not contain, to Parent's knowledge, any untrue statement of material fact or omit to state any fact necessary to make the statements in it not misleading, and the holders will discontinue disposition of the Registrable Securities until the holders are advised in writing by Parent that the use of the prospectus may be resumed and are furnished with a supplement or amendment to the -6- 7 prospectus. If Parent shall give any notice to suspend the disposition of Registrable Securities pursuant to a prospectus, Parent shall extend the period of time during which Parent is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice through and including the date the holders are advised by Parent that the use of the prospectus may be resumed or receive the copies of the supplement or amendment to the prospectus. (d) Blue Sky Compliance. Parent will use its best efforts to register or qualify the Registrable Securities Parent has been so requested to register under the securities or blue sky laws of such jurisdictions within the United States of America as any holder of Registrable Securities selling Registrable Securities in connection with the registration reasonably requests, and do any and all other acts and things reasonably necessary or advisable to enable the holder to dispose of the holder's Registrable Securities in such jurisdictions; except Parent will not be required to: (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) consent to, or take any action that would subject it to, general service of process or taxation in any jurisdiction where it is not then so subject. (e) Listing; Transfer Agent. Parent will use its best efforts to cause all such Registrable Securities to be listed on all securities exchanges or quoted on all automated quotation systems on which securities of the same class issued by Parent are then listed or quoted and will provide a transfer agent and registrar for all such Registrable Securities no later than the effective date of the Registration Statement. (f) Customary Agreements. In the case of an underwritten offering, Parent will enter into customary agreements, including an underwriting agreement in customary form, as the holders of a majority of the Registrable Securities being registered or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of the Registrable Securities being so registered. (g) Certain Information. Parent will make available for inspection upon reasonable request by any holder of Registrable Securities being registered, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by the holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and cause Parent's officers, directors and employees to supply all information reasonably requested by the holder, underwriter, attorney, accountant or agent in connection with the Registration Statement, upon receipt by Parent of confidentiality agreements satisfactory to Parent. (h) Compliance with Law. Parent will comply with all rules and regulations of the SEC and applicable state securities laws governing the manner of sale of securities in connection with the disposition of any Registrable Securities pursuant to any Registration Statement. -7- 8 (i) Stop-Orders. Parent will promptly notify all holders of Registrable Securities being registered of its receipt of: (i) any stop-order, injunction or order suspending the effectiveness of any Registration Statement covering any Registrable Securities or, to Parent's knowledge, the initiation of any proceeding for that purpose, or (ii) any notification with respect to the limitation, restriction or suspension of the offer or sale of any Registrable Securities in any jurisdiction in which the Registrable Securities were qualified to be sold or, to Parent's knowledge any proceeding for that purpose. If Parent notifies the holders of any such event, the holders will immediately discontinue all sales or other dispositions of the Registrable Securities pursuant to the Registration Statement until Parent notifies the holders that such stop-order, injunction, order, limitation, restriction or suspension has been lifted, except, unless Parent notifies the holders otherwise, if a stop-order, injunction, order, limitation, restriction or suspension issued by a state securities or blue sky administrator applies only to offers and sales in such state, the holders will immediately discontinue all sales and other disposition of the Registrable Securities in such state. Parent, with cooperation of the holders, will use its reasonable efforts to contest any such proceeding and to obtain the withdrawal of any such stop- order, injunction, order, limitation, restriction or suspension. 4.2 Procedures Holders of Registrable Securities Will Follow. Whenever the holders of the Registrable Securities duly request that any Registrable Securities be registered pursuant to this Agreement, the holders will do the following as expeditiously as possible: (a) Certain Information. The holders will provide Parent with such information and affidavits about the holders and the intended manner of disposition of the Registrable Securities and otherwise use their best efforts to cooperate with Parent and the underwriters, if any, Parent may require to satisfy any obligation of Parent under this Agreement to register the Registrable Securities under federal and state securities laws and otherwise take actions related thereto. If the holders fail to provide the information required under this Section 4.2(a), Parent may delay the registration until the information is provided and the holders agree to pay Parent its out-of-pocket expenses that arise from the failure to provide such information. The holders will notify Parent of the occurrence of any material change in the information provided by them that is contained in the prospectus included in the Registration Statement, as then in effect. Whenever in Parent's judgment it is necessary, Parent will prepare a supplement or amendment to the prospectus so that, as thereafter delivered to the proposed purchasers of the Registrable Securities, the prospectus will not contain, to Parent's knowledge, any untrue statement of material fact or omit to state any fact necessary to make the statements in it not misleading, and the holders will discontinue disposition of the Registrable Securities until the holders are advised in writing by Parent that the use of the prospectus may be resumed and are furnished with a supplement or amendment to the prospectus. If Parent shall give any notice to suspend the disposition of Registrable Securities pursuant to a prospectus, Parent shall extend the period of time during which Parent is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice through and including the date the holders are advised by -8- 9 Parent that the use of the prospectus may be resumed or receive the copies of the supplement or amendment to the prospectus. (b) Compliance with Law. The holders will comply with all rules and regulations of the SEC and applicable state securities laws governing the manner of sale of securities in connection with the disposition of any Registrable Securities pursuant to any Registration Statement. (c) Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering hereunder unless such holder: (i) agrees to sell such holder's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority (by number of shares) of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. ARTICLE V BLACK OUT PERIODS 5.1 Restrictions on Public Sale by Holders. Whenever Parent proposes to register any of its securities under the Securities Act in an underwritten offering (other than as (a) a Demand Registration; (b) a registration of securities in connection with a merger, an acquisition, an exchange offer, other business combination or an employee benefit plan maintained by Parent or its subsidiaries; or (c) a registration of securities on Form S-4 or S-8 or any successor or similar form) and if requested by the managing underwriters, each holder of Registrable Securities will not effect any public sale or disposition of securities of Parent the same as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, except as part of such registration, during the 14-day period prior to, and during the 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 120 days as may reasonably be requested by such managing underwriters) beginning on the effective date of the related Registration Statement, to the extent timely notified in writing by Parent or the managing underwriters. 5.2 Restrictions on Public Sale by Parent and Others. In connection with any Demand Registration that is an underwritten offering and if requested by the managing underwriters, Parent will not effect any public sale or disposition of any securities the same as or similar to those being registered by Parent, except as part of such registration, during the 14-day period prior to, and during the 90-day period beginning on the effective date of the related Registration Statement to the extent timely notified in writing by the managing underwriters. Notwithstanding anything to the contrary in the foregoing, the restrictions under this Section 5.2 shall not limit the issuance of securities of Parent, or options or warrants to purchase such securities, that Parent is required to issue pursuant to: (a) any employee stock option plan or non- -9- 10 employee director stock option plan in effect at the time Parent receives a request for Demand Registration; (b) the exercise of any outstanding options or warrants with respect to securities of Parent; or (c) the exercise of any conversion or exchange right in accordance with the terms of any other security convertible into or exchangeable for securities the same as or similar to those being registered by Parent. 5.3 Third-Party Registration Rights. This Agreement is in all cases subject to the contractual registration rights granted pursuant to the Registration Rights Agreement between Parent and certain of its shareholders dated January __, 1994 and with the contractual registration rights granted pursuant to the Registration Rights Agreement between Parent and certain former shareholders of Current Electronics, Inc. dated February __, 1997. ARTICLE VI INDEMNIFICATION 6.1 Indemnification by Parent. Parent will indemnify and hold harmless, to the extent permitted by law, each holder of Registrable Securities and, if applicable, the officers and directors of the holder, and each Person who controls the holder (within the meaning of the Securities Act or the Exchange Act) from and against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, damage, dues, penalty, fines, costs, amounts paid in settlement, liabilities, obligations, losses, expenses and fees, including court costs and attorneys' fees and expenses (collectively, "Losses") that the holder and, if applicable, the officers and directors of the holder, and each Person who controls the holder may suffer through and after the date of the claim for indemnification caused by or arising out of any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus, preliminary prospectus, or other related filing with the SEC or any other federal or state governmental agency, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Parent by any holder of Registrable Securities expressly for use therein or by any holder's failure to comply with any legal requirement applicable to such holder and not contractually assumed by Parent to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after Parent has furnished the holder with a sufficient number of copies of the same. In connection with an underwritten offering, Parent shall indemnify the underwriters, their officers and directors, and each Person who controls the underwriters (within the meaning of the Securities Act or the Exchange Act) to the extent customary. 6.2 Indemnification by Holders. In connection with any registration in which a holder of Registrable Securities is participating, each such Holder will indemnify and hold harmless, to the extent permitted by law, Parent, its directors and officers and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) from and against the -10- 11 holder's Pro Rata Share (as defined in this Section 6.2) of all Losses that Parent, its directors and officers and each Person who controls Parent may suffer through and after the date of the claim for indemnification caused by or arising out of any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus, preliminary prospectus, or other related filing with the SEC or any other federal or state governmental agency, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are caused by or contained in any information furnished in writing to Parent by any holder of Registrable Securities expressly for use therein or by any holder's failure to comply with any legal requirement applicable to such holder and not contractually assumed by Parent to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after Parent has furnished the holder with a sufficient number of copies of the same. For purposes of the foregoing, a holder's "Pro Rata Share" means that fraction equal to the amount of the proceeds received or to be received by the holder in connection with the registration over the total proceeds received or to be received by all holders in connection with the registration. 6.3 Indemnification Procedure. If any Person has a claim for Losses hereunder (an "Indemnified Party"), the Indemnified Party will: (a) notify the party or parties hereto from which it is entitled to make such claim (individually, an "Indemnifying Party" and, together, the "Indemnifying Parties") of such claim, specifying the nature of the Losses and the amount or estimated amount thereof if feasible, and (b) unless in the Indemnified Party's reasonable judgment (based on written advice of counsel) a conflict of interest between the Indemnified Party and the Indemnifying Parties may exist with respect to the matter giving rise to such claim, permit the Indemnifying Party to assume and thereafter conduct the defense of the matter with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party. If the defense is so assumed, the Indemnifying Party will not be subject to any liability for any settlement made with respect to such claim by the Indemnified Party without its consent, which will not be unreasonably withheld. An Indemnifying Party who is not entitled to or elects not to assume the defense of a claim, will not be obligated to pay the fees and expenses of more than one counsel for all parties it indemnifies with respect to such claim, unless in the reasonable judgment of any Indemnified Party (based on written advice of counsel) a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim. ARTICLE VII GENERAL PROVISIONS 7.1 Remedies. Any Person having rights under this Agreement will be entitled to enforce them specifically, to recover damages caused by reason of any breach of any provision of this Agreement, and to exercise all other rights granted by law. -11- 12 7.2 Successors and Assigns. This Agreement will bind and inure to the benefit of the respective successors and assigns of the parties hereto, whether so expressed. Any provision of this Agreement for the benefit of the holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities to which the subsequent holder has been expressly assigned such rights at the time of the transfer of the Registrable Securities to him, but not otherwise. 7.3 Term; Effect of Expiration or Termination. This Agreement shall be effective as of the date hereof, and unless earlier terminated in accordance with this Agreement, shall expire on the earliest of: (a) three (3) years from the date of this Agreement or (b) such time as all Registrable Securities have been sold pursuant to an effective Registration Statement under the Securities Act or may be publicly sold without registration. Moreover, the obligation of Parent to register its securities under this Agreement as to any Shareholder shall terminate at such time as such Shareholder can then publicly sell all of its Registrable Securities without registration under the Securities Act during a three-month period pursuant to Rule 144 under the Securities Act or otherwise. In the event of termination or expiration of this Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the parties hereto, except the provisions of Article VI (Indemnification) and this Article VII (General Provisions) shall remain in full force and effect and survive any termination of this Agreement. 7.4 Amendments; Modifications. This Agreement may be amended or modified in writing by Parent and the holders of a majority of the Registrable Securities at the time of such amendment or modification. 7.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail, return receipt requested, or sent via facsimile, with confirmation of receipt, to the parties at the following address or at such other address for a party as shall be specified by notice hereunder: (a) if to Parent, to: EFTC Corporation 7241 West 4th Street Greeley, Colorado 80634 Attention: Stuart W. Fuhlendorf Facsimile No.: (303) 892 8306 -12- 13 (b) if to the Shareholders, to: Allen S. Braswell, Jr. 4601 Cromwell Avenue Memphis, Tennessee 38118 Facsimile No.: (901) 795-5305 7.6 Entire Agreement. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. 7.7 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. 7.8 Remedies Cumulative; No Waiver. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. 7.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado (without regard to the principles of conflicts of law thereof). 7.10 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. -13- 14 7.11 Interpretation. When a reference is made in this Agreement to Articles, Recitals or Sections, such reference shall be to an Article, Recital or Section to this Agreement unless otherwise indicated. The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." The phrase "made available" in this Agreement shall mean that the information referred to has been made available if requested by the party hereto to whom such information is to be made available. The table of contents and Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, any reference to a party's "knowledge" means such party's actual knowledge after due and diligent inquiry of officers, directors and other employees of such party reasonably believed to have knowledge of such matters. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 7.12 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart. -14- 15 SIGNATURE PAGE--REGISTRATION RIGHTS AGREEMENT IN WITNESS WHEREOF, the parties hereto have duly executed this Registration Rights Agreement as of the date first written above. Parent: EFTC CORPORATION, a Colorado corporation By: /s/ JACK CALDERONE ------------------------------------------ Shareholders: Allen S. Braswell, Sr. Grantor Retained Income Trust u/a/d 12/31/89 By /s/ ALLEN S. BRASWELL, JR. ------------------------------------------ Its Trustee /s/ ALLEN S. BRASWELL, JR. --------------------------------------------- Allen S. Braswell, Jr. /s/ ALMA L. BRASWELL --------------------------------------------- Alma L. Braswell /s/ BRUCE A. BRASWELL --------------------------------------------- Bruce A. Braswell /s/ AMY A. BRASWELL --------------------------------------------- Amy A. Braswell /s/ ANITA B. MURMAN --------------------------------------------- Anita B. Murman -15- EX-99.3 3 JOINT FILING AGREEMENT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D dated October 8, 1997, with respect to the Common Stock of EFTC Corp. is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have each executed this Joint Filing Agreement as of October 8, 1997. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: October 8, 1997 /s/ Allen S. Braswell,Jr. ------------------------------------------- Allen S. Braswell, Jr. /s/ Alma L. Braswell ------------------------------------------- Alma L. Braswell /s/ Bruce A. Braswell ------------------------------------------- Bruce A. Braswell /s/ Amy A. Braswell ------------------------------------------- Amy A. Braswell /s/ Anita B. Murman ------------------------------------------- Anita B. Murman (Page 12 of 12 Pages) -----END PRIVACY-ENHANCED MESSAGE-----