-----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, KfwYYPO1aPFphcd/8vvnA3/Mq8kwk1n+GI86mbpcthTvxX4Z0q8ai8mWQ16PwLLW 8xiFMqnnQ0FXInMNX3CqjA== 0000889812-96-001848.txt : 19961203 0000889812-96-001848.hdr.sgml : 19961203 ACCESSION NUMBER: 0000889812-96-001848 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961202 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SURVIVAL TECHNOLOGY INC CENTRAL INDEX KEY: 0000095676 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 520898764 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35771 FILM NUMBER: 96674858 BUSINESS ADDRESS: STREET 1: 2275 RESEARCH BLVD STREET 2: STE 100 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3019261800 MAIL ADDRESS: STREET 1: 2275 RESEARCH BLVD SUITE 100 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EM INDUSTRIES INC CENTRAL INDEX KEY: 0001027682 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132666399 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7 SKYLINE DRIVE CITY: HAWTHORNE STATE: NY ZIP: 10532 BUSINESS PHONE: 9145924660 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Meridian Medical Technologies, Inc. (formerly, Survival Technology, Inc.) (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 589658 10 3 (CUSIP Number) James H. Miller Meridian Medical Technologies, Inc. 2275 Research Boulevard, Suite #100 Rockville, Maryland 20850 301-926-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 1996 (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 / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of ___ Pages CUSIP No. 589658 10 3 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person EM Industries, Incorporated - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. / / b. / / - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds OO - -------------------------------------------------------------------------------- 5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of 243,476(1) Shares ----------------------------------------------------- Beneficially 8 Shared Voting Power Owned By ----------------------------------------------------- Each 9 Sole Dispositive Power Reporting 243,476(1) Person ----------------------------------------------------- With 10 Shared Dispositive Power - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 243,476(1) - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) / / Excludes Certain Shares - -------------------------------------------------------------------------------- - -------- (1) Includes 29,038 shares of Common Stock of the issuer subject to presently exercisable warrants. See Items 4 and 5 below. Page 2 of ___ Pages 13 Percent of Class Represented By Amount in Row (11) 8.3% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- Page 3 of ___ Pages Item 1. Security and Issuer. This Statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, par value $0.10 per share (the "Common Stock"), of Meridian Medical Technologies, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 2275 Research Boulevard, Suite #100, Rockville, Maryland 20850. Item 2. Identity and Background. This Schedule 13D is filed on behalf of EM Industries, Incorporated, a New York corporation ("EM"). EM is directly or indirectly owned and controlled by Merck KGaA, a German limited liability company ("Kommanditgesellschaft auf Aktien") ("Merck"). EM's principal business is the importing, manufacture and distribution of specialty chemicals and pharmaceuticals. The principal business address and the principal office address of EM is 7 Skyline Drive, Hawthorne, New York, 10532. Merck's principal business is the manufacture and distribution of pharmaceutical drugs, specialty chemicals and laboratory products. The principal business address and the principal office address of Merck is Frankfurter Strasse 250, 6100 Darmstadt, Federal Republic of Germany. The name, business address, citizenship and present principal occupation of each director and executive officer of EM and Merck are set forth, respectively, on Schedules I and II hereto. None of EM, Merck or, to the best knowledge of EM or Merck, any of the persons listed on Schedules I and II hereto has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a 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. Item 3. Source and Amount of Funds or Other Consideration. As described in more detail in Item 4, below, 181,487 shares of Common Stock beneficially owned by EM (the "Merger Common Shares") were acquired by EM pursuant to an Agreement and Plan of Merger, dated as of September 11, 1996 (the "Merger Agreement"), by and between Brunswick Biomedical Corporation ("BBC") and Survival Technology, Inc. ("STI" or the "Company"(2)), pursuant to which BBC was merged (the "Merger") with and into STI, and all of the outstanding shares of common stock of BBC were converted into shares of Common Stock and, with respect to the preferred stock of BBC, shares of Common Stock and warrants to purchase shares of Common Stock. As a holder of preferred stock of BBC, EM received in the Merger 152,449 shares of Common Stock and presently exercisable warrants to purchase 29,038 shares of Common Stock. - -------- (2) The name of STI has been changed to Meridian Medical Technologies, Inc., the issuer of the securities which are the subject of this Schedule 13D. Page 4 of ___ Pages Item 4. Purpose of Transaction. The Merger Common Shares were acquired by EM pursuant to the terms of the Merger Agreement pursuant to which BBC was merged with and into the Company and all of the outstanding shares of common stock of BBC were converted into shares of Common Stock and, with respect to the preferred stock of BBC, shares of Common Stock and warrants to purchase shares of Common Stock. The warrants to purchase shares of Common Stock are presently exercisable at a purchase price per share of Common Stock of $11.00 and expire on November 20, 2001 (the "Warrants"). In connection with the Merger, EM entered into a Security Holder Questionnaire and Agreement, dated November 4, 1996, by and between EM and the Company, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference in its entirety (the "Stockholders Agreement"). Pursuant to the Stockholders Agreement, among other things, EM agreed with the Company that it would only sell the shares of Common Stock acquired by EM in the Merger and the shares of Common Stock that may be acquired by EM pursuant to the exercise of the Warrants pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from the registration requirements under the Securities Act. Pursuant to the Stockholders Agreement, the Company agreed with EM to prepare and file a registration statement with the Securities and Exchange Commission as soon as practicable, but in no event later than 30 days after the closing date of the Merger on a form available for the sale of the Merger Common Shares from time to time in the open market or in privately negotiated transactions. EM acquired the Merger Common Shares for investment purposes. Depending upon market conditions and other factors and subject to compliance with applicable securities laws requirements and the Stockholders Agreement, EM may determine to acquire additional shares of Common Stock and/or to dispose of shares of Common Stock in the open market or in privately negotiated transactions. Except as specifically set forth in this Item 4, none of EM, Merck, or, to the best knowledge of EM or Merck, any of the persons named in Schedules I and II hereto have any plans or proposals which relate to or would result in any of the actions or effects set forth in items (a) through (j) of Item 4 of Schedule 13D, although such persons may develop such plans or proposals in the future. Item 5. Interest in Securities of the Issuer (a) EM directly owns 214,438 shares of Common Stock and Warrants to purchase 29,038 shares of Common Stock (together, the "EM Common Shares"), which amounts include the shares of Common Stock and Warrants acquired in the Merger plus 61,989 shares of Common Stock previously acquired by EM from STI in November 1992 in a privately negotiated transaction. Based in part upon information provided by the Company and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act, the EM Common Shares represent 8.3% of (i) the 2,918,439 shares of Common Stock outstanding on the date hereof plus (ii) the 29,038 shares of Common Stock issuable upon exercise of the Warrants. Page 5 of ___ Pages (b) EM and Merck have the power to vote or direct the voting and the power to dispose or direct the disposition of the EM Common Shares. (c) Except as set forth in this Schedule 13D, none of EM, Merck or, to the best knowledge of EM and Merck, any of the persons named on Schedule I hereto, owns any shares of the capital stock of the Company or has purchased or sold any shares of the capital stock of the Company during the past 60 days. (d) Except as set forth in this Schedule 13D, no person is known by EM or Merck to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the EM Common Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As noted in Item 4, above, EM and the Company entered into the Stockholders Agreement. The Shareholders Agreement provides that, in connection with the registration of the Merger Common Shares, the Company will pay certain expenses of EM incurred in connection therewith and provides for indemnification by the Company and EM under certain circumstances. Reference is made to the Stockholders Agreement for a more complete description of the terms of the Stockholders Agreement. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons referred to in Item 2 of this Schedule 13D or between such persons and any other person with respect to any of the securities of the Company, including, but not limited to, any relating to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7. Materials to Be Filed as Exhibits. 1. Security Holder Questionnaire and Agreement, dated November 4, 1996, by and between EM and the Company. Page 6 of ___ Pages SIGNATURE 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: November 27, 1996 EM INDUSTRIES, INC. By: /s/ Richard K. Hackett ---------------------- Name: Richard K. Hackett Title: Corporate Vice President, Finance Page 7 of ___ Pages SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS OF EM INDUSTRIES, INCORPORATED Name: Harald J. Schroder Address: Merck KGaA Frankfurter Strasse 250 6100 Darmstadt Federal Republic of Germany Occupation: Director, Merck KGaA Citizenship: Germany Name: Walter W. Zywottek Address: EM Industries, Incorporated 7 Skyline Drive Hawthorne, New York 10532 Occupation: President & Chief Executive Officer Citizenship: Germany Name: Stephen J. Kunst Address: EM Industries, Incorporated 7 Skyline Drive Hawthorne, New York 10532 Occupation: General Counsel Citizenship: U.S.A. Name: Charles Rice Address: Dey Laboratories, L.P. 2751 Napa Valley Corporate Drive Napa, California 94558 Occupation: President and Chief Executive Officer Citizenship: U.S.A. Name: Alan Pernick Address: EM Industries, Incorporated, Center Laboratories Division 35 Channel Dr. Port Washington, New York 11050 Occupation: President, Center Laboratories Division Citizenship: U.S.A. Name: Dieter Janssen Address: EM Industries, Incorporated 7 Skyline Drive Hawthorne, New York 10532 Occupation: Chief Financial Officer Citizenship: Germany Page 8 of ___ Pages Name: Stephen Feiman Address: EM Industries, Incorporated 7 Skyline Drive Hawthorne, New York 10532 Occupation: Group Vice President, Chemicals and Pigments Division Citizenship: U.S.A. Name: Thomas Colclough Address: EM Industries, Incorporated 480 Democrat Road Gibbstown, New Jersey 08047 Occupation: Group Vice President, EM Science Division Citizenship: Canada Name: Stephen Burgess Address: EM Industries, Incorporated 7 Skyline Drive Hawthorne, New York 10532 Occupation: Group Vice President, Health and Human Nutrition Division Citizenship: Great Britain Name: Clifford Pettinelli Address: EM Industries, Incorporated 7 Skyline Drive Hawthorne, New York 10532 Occupation: Director of Human Resources Citizenship: U.S.A. Name: Richard Hackett Address: EM Industries, Incorporated 7 Skyline Drive Hawthorne, New York 10532 Occupation: Vice President, Corporate Accounting Citizenship: U.S.A. Page 9 of ___ Pages SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS MERCK KGaA Name: Hans-Joachim Langmann Address: Merckstrasse 40 64342 Seeheim-Jugenheim Federal Republic of Germany Occupation: Physicist Citizenship: Germany Name: Klaus Gruber Address: Rosengartenstrasse 26 64665 Alsbach-Hahnlein Federal Republic of Germany Occupation: Merchant Citizenship: Germany Name: Wolfgank Honn Address: Am Dahrsberg 9 64342 Seeheim-Jugenheim Federal Republic of Germany Occupation: Merchant Citizenship: Germany Name: Edward H. Roberts Address: Margeritenstrasse 11 63322 Rodermark Federal Republic of Germany Occupation: Pharmacist Citizenship: United Kingdom Name: Michael Romer Address: Niederwiesenring 129a 63110 Rodgau Federal Republic of Germany Occupation: Chemist Citizenship: Germany Name: Thomas Schreckenbach Address: Prinzenbergweg 1 63467 Muhltal Federal Republic of Germany Occupation: Chemist Citizenship: Germany Page 10 of ___ Pages Name: Harold J. Schroder Address: Merck KGaA Frankfurter Strasse 250 6100 Darmstadt Federal Republic of Germany Occupation: Director, Merck KGaA Citizenship: Germany Page 11 of ___ Pages EXHIBIT INDEX Page Exhibit Number - ------- ------ 1. Security Holder Questionnaire and Agreement, dated November 4, 1996, by and between EM Industries, Incorporated and Survival Technology, Inc. Page 12 of ___ Pages EX-99.1 2 SECURITY HOLDER QUESTIONNAIRE AND AGREEMENT EXHIBIT 1 Page 13 of ___ Pages MERGER OF BRUNSWICK BIOMEDICAL CORPORATION AND SURVIVAL TECHNOLOGY, INC. SECURITY HOLDER QUESTIONNAIRE AND AGREEMENT FOR PARTNERSHIPS, CORPORATIONS, AND OTHER ENTITIES In connection with the merger (the "Merger") of Brunswick Biomedical Corporation ("BBC") with and into Survival Technology, Inc. ("STI"), stockholders of BBC will be entitled to receive shares of common stock of STI ("Shares") and, in some cases, warrants for Shares ("Merger Warrants") in exchange for the securities of BBC that they currently hold. In addition, in connection with the Merger, STI will assume the obligations of BBC under certain warrant agreements and stock options and, upon exercise of such warrants or options in accordance with their terms as adjusted to reflect the Merger, will issue Shares to the holders thereof. STI intends to offer Shares and Merger Warrants in connection with the Merger and upon exercise of the warrants, options and Merger Warrants without registration under the Securities Act of 1933, as amended ("Securities Act"), in reliance on certain provisions of the Securities Act and Regulation D promulgated thereunder that provide an exemption from registration. Accordingly, the Shares and Shares issued upon exercise of warrants, options, and Merger Warrants issued will be restricted as to resale and may only be resold pursuant to registration under the Securities Act or an exemption from registration, and the certificates for the Shares will bear a legend evidencing this restriction. The purpose of this questionnaire is to permit STI to determine whether you meet the "accredited investor" standards imposed by Regulation D and to enable STI to collect information necessary for preparation of the resale registration statement referred to in the next paragraph. STI's reliance upon the exemption provided by Regulation D will be based in part on the information herein supplied. STI intends to file a registration statement under the Securities Act that will enable the security holders of BBC ("Stockholders") to resell the Shares they receive in connection with the Merger or upon exercise of the warrants, options or Merger Warrants as soon as practicable after they receive such Shares. STI's agreement with respect to such registration is contained in Section IV hereof. The agreement set forth in Section IV hereof shall constitute STI's sole obligation to register the Shares notwithstanding the terms of any other agreements or understandings that you may have with BBC. By signing this questionnaire and agreement you also will ratify all actions taken by BBC's board of directors prior to the Merger and waive any and all claims against STI arising under the provisions of any security of BBC, any agreement or understanding related thereto, or otherwise, including without limitation any claim for any accrued and unpaid dividends or rights to redemption arising prior to or as a result of the Merger, any stockholders agreements, and any preferred stock agreements. In addition, by signing this agreement you will agree that upon consummation of the Merger, all BBC stockholder agreements and preferred stock agreements will be terminated. By signing this questionnaire, you will also agree that, to the extent the terms of any security of BBC, any agreement or understanding with BBC related thereto or otherwise differ from the terms of this Agreement or the Agreement and Plan of Merger dated September 11, 1996 between STI and BBC, the terms of this agreement and such Agreement and Plan of Merger shall control. -2- Please complete fully, sign, date and return this questionnaire in the enclosed pre-paid Federal Express envelope. Please print your response to each question and, where the answer to the question is "None" or "Not Applicable," please so state. If you have any questions about any of the items in this Questionnaire, please contact Richard E. Baltz at Arnold & Porter, telephone (202) 942-5124. -3- Section I. General Information. 1. Full Name of Entity: ________________________________________________________ Type of Entity: _____________________________________________________________ State of Incorporation or Organization: _____________________________________ Date of Incorporation or Organization: ______________________________________ Employer Identification Number: _____________________________________________ Address of Principal Place of Business: _____________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Telephone Number: ___________________________________________________________ Contact Person (name and title): ____________________________________________ Total assets shown on most recent audited financial statements: $_______________________ Total assets on the date hereof: $_______________________ 2. Does the Entity have any debt or other obligations, or are there any other reasonably foreseeable circumstances, that are likely in the future to require the Entity to dispose of an interest which it may acquire in STI? Yes ___ No ___ 3. Has the Entity ever been subject to bankruptcy, reorganization or debt restructuring? Yes ___ No ___ 4. Is the Entity involved in any litigation which it reasonably believes could materially and adversely affect its financial condition? Yes ___ No ___ - 4 - If yes, provide details: _____________________________________________________________________________ _____________________________________________________________________________ Section II. Accredited Investor Status. Identify each of the following categories applicable to the undersigned entity by placing a check next to the applicable category: (a) ___ An organization defined in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. (b) ___ A bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)5(A) of the Securities Act, whether acting in regard to this investment in its individual or a fiduciary capacity. (c) ___ A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). (d) ___ An insurance company as defined in Section 2(13) of the Securities Act. (e) ___ An investment company registered under the Investment Company Act of 1940. (f) ___ A business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940. (g) ___ A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. (h) ___ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. (i) ___ Each equity owner of the undersigned satisfies the conditions of statements (i) or (ii) below: - 5 - (i) He or she is a natural person whose net worth at the time of purchase of the shares, or joint net worth with his or her spouse, exceeds $1,000,000. (ii) He or she is a natural person who had individual income in excess of $200,000 or joint income with spouse in excess of $300,000 in each of the two most recent years, and reasonably expects to reach the same income level in the current year. Section III. Resale Registration Information. 1. How many shares of STI common stock does the undersigned own as of the date of this questionnaire? ______________________________________________________ 2. If, as of the date hereof, the undersigned owns any options, warrants, or other rights to acquire shares of STI common stock, how many shares are subject to such instruments as of this date? _____________________________________________________________________________ _____________________________________________________________________________ 3. All of the Shares you will receive as a result of the Merger or have the right to receive upon exercise of warrants, options or Merger Warrants will be registered for resale unless you indicate otherwise in the space provided below. _____________________________________________________________________________ 4. Please indicate the nature of any material relationship which the undersigned has had with STI or any of its predecessors or affiliates within the past three years: _____________________________________________________________________________ _____________________________________________________________________________ Section IV. Registration of the Shares; Compliance with the Securities Act. 1. Registration Procedures and Expenses. STI shall: - 6 - (a) as soon as practicable, but no later than thirty (30) days after the Closing Date established pursuant to that certain Agreement and Plan of Merger entered into between STI and BBC, prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement on a form available for the sale of the Shares from time to time in the market or in privately negotiated transactions; (b) use its best efforts, subject to receipt of necessary information from the Stockholders, to cause such registration statement to become effective as soon as practicable after the filing thereof; (c) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the date all the Shares have been sold pursuant thereto or (ii) three (3) years (or such shorter period as provided in Rule 144(k) of the Securities Act) from the date the Shares are received by the Stockholders; (d) furnish to each Stockholder with respect to the Shares registered on such registration statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Stockholder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Stockholder, provided, however, that the obligation of STI to deliver copies of prospectuses or preliminary prospectuses to the Stockholder shall be subject to the receipt by STI of reasonable assurances from the Stockholder that the Stockholder will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (e) file documents required for blue sky clearance for the sale of the Shares in states specified in writing by any Stockholder; (f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section IV.1 and the registration of the Shares on such registration statement and the satisfaction of the blue sky laws of such states, including but not limited to all registrations, exemptions, qualifications and filing fees, printing expenses, fees and disbursements of counsel for STI, blue sky fees and expenses, and excluding any underwriting discounts and selling commissions, and fees and expenses, if any, of separate counsel or other independent advisors to the Stockholder or other Stockholders. - 7 - STI understands that the Stockholder disclaims being an underwriter, but the Stockholder being deemed an underwriter shall not relieve STI of any obligation it has hereunder. 2. Transfer of Shares. Stockholder understands and agrees that the Shares will be or are restricted as to resale and agrees that Stockholder will only resell the Shares pursuant to an effective registration statement or an exemption from registration satisfactory to STI for the removal of the restricted transfer legend on the Shares. After the registration of the Shares pursuant to Section IV.1 above, each Stockholder agrees that, during the period the registration statement remains effective, such Stockholder: (a) will not affect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act (a "Transfer") except as contemplated in the registration statement referred to in Section IV.1; and (b) will not make any sale of the Shares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied. 3. Indemnification. STI shall defend, indemnify and hold harmless the Stockholders and each of them and each stockholder's directors, officers, employees and representatives and each person, if any, that controls such stockholder within the meaning of section 15 of the Securities Act, from any obligation, liability, claim, loss, cost, suit, damage, action, proceeding or cause of action including, without limitation, attorneys' fees and expenses (collectively, "Claims") arising from or pertaining to: (i) the registration of the Shares described in this Section IV and/or the registration or exemption of the Shares under state blue sky laws, including but not limited to all Claims arising under federal and state securities laws and including (except as expressly set forth below) any misrepresentation or omission of a material fact contained in the registration statement covering the Shares; and (ii) any failure by STI to fulfill any undertaking included in the registration statement and/or this Section IV; provided, however, that the foregoing shall not apply and instead a Stockholder shall be obligated to defend, indemnify and hold harmless STI (and each person, if any, that controls STI within the meaning of Section 15 of the Securities Act, each officer of STI who signs the registration statement, and each director of STI) and the other Stockholders from any Claim if and to the extent such Claim arises from or pertains to (a) the failure of such indemnifying Stockholder to comply with the covenants and agreements contained in Sections 2 and 6 of this Section IV; and/or (b) any misrepresentation or omission of a material fact contained, as of the effective date of any registration statement covering the Shares, in information furnished to STI by or on behalf of such indemnifying Stockholder specifically for use in the preparation of such registration statement. - 8 - Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person. The failure of an indemnified person to give any notice shall not affect its entitlement to indemnity hereunder except to the extent that the indemnifying person is actually and materially prejudiced by such failure. 4. Termination of Conditions and Obligations. The conditions precedent imposed upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the registration statement covering such Shares. 5. Information Available. So long as any registration statement is effective covering the resale of Shares and Shares of such Stockholders remain unsold, STI will furnish to each Stockholder: (a) as soon as practicable after available (but in the case of STI's Annual Report to Stockholders, within 120 days after the end of each fiscal year of STI, if then available), one copy of (i) its Annual Report to Stockholders, (ii) if not included in substance in the Annual Report to Stockholders, its annual report on Form 10-K, (iii) each of its Quarterly Reports to Stockholders, and its quarterly report on Form 10-Q, (iv) each of its reports on Form 8-K, and (v) a full copy of the particular registration statement covering the Shares (the foregoing, in each case, excluding exhibits); and (b) upon the reasonable request of the Stockholder, all exhibits excluded by the parenthetical to subparagraph (a) (iv) of this Section IV.5 and all other information that is generally available to the public; - 9 - and STI, upon the reasonable request of the Stockholder and receipt of reasonable assurances of confidentiality, will meet with the Stockholder or a representative thereof during regular business hours, at STI's headquarters to discuss all information relevant for disclosure in any registration statement covering the Shares and will otherwise cooperate with any Stockholder conducting an investigation for the purpose of reducing or eliminating such Stockholders' exposure to liability under the Securities Act, including the production of information at STI's headquarters. 6. No Sale Periods. STI will notify each Stockholder, at any time when a prospectus relating to the registered Shares is required to be delivered under the Securities Act, if STI becomes aware of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated in the prospectus or necessary to make the statements made in the prospectus not misleading in the light of the then existing circumstances. STI will use its best efforts consistent with its reasonable needs to amend the prospectus to eliminate such untrue statement or omission. Each Stockholder agrees not to effect a sale of the Shares pursuant to the registration statement during any period that STI reasonably requests due to the existence of information relating to events outside the ordinary course of STI's business that has not been publicly disclosed, it being understood and agreed that STI is under no obligation to disclose any such information for the purpose of permitting any such sale provided that such period shall not exceed 90 days on account of any one event. 7. Holdback Agreement. The Stockholder agrees, if so required by the managing underwriter in an underwritten offering, not to effect any public sale or distribution of his Shares during the seven days prior to and the 90 days after any underwritten registration has become effective or, if the managing underwriter advises STI in writing that, in its opinion, no such public sale or distribution should be effected for a specific period longer than 90 days after such underwritten registration in order to complete the sale and distribution of securities included in such registration, and STI gives notice to the Stockholder of such advice, during a reasonable longer period not to exceed 180 days after such underwritten registration, whether or not the Stockholder participates in such registration. The number of days during which a Stockholder is not permitted to sell Shares as a result of Section IV.6 or this Section IV.7 shall be added to the period during which STI agrees to keep the registration statement in effect under this Agreement. 8. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified air mail, postage prepaid, and shall be deemed given when so mailed: (a) if to STI, to Chontelle Woodward, Survival Technology, Inc., 2275 Research Boulevard, Suite #100, Rockville, Maryland 20850; - 10- (b) if to the Stockholder, at the address as set forth in this document, or at such other address or addresses as may have been furnished to STI in writing; or (c) if to any transferee or transferees of the Stockholder, at such address or addresses as shall have been furnished to STI at the time of the transfer or transfers, or at such other address or addresses as may have been furnished by such transferee or transferees to STI in writing. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the United States of America. 10. Survival. The representations, covenants, rights and obligations set forth in this Agreement shall remain in effect throughout the effectiveness of any registration statement covering the Shares and for a period of six years thereafter. Section V. Acknowledgment, Release and Ratification. The undersigned hereby acknowledges that STI's sole obligation with respect to the registration of Shares is as set forth in Section IV hereof, notwithstanding the terms of any other agreements or understandings that the undersigned may have with BBC. By signing this questionnaire and agreement, the undersigned also hereby ratifies any and all actions taken by the board of directors of BBC prior to the effectiveness of the Merger. In addition, in consideration of STI's agreement under Section IV hereof and other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby: (i) releases and discharges STI and its affiliates, successors, assigns, predecessors, representatives, directors, officers, stockholders, employees and agents with respect to any and all claims that the undersigned may have arising under the provisions of any security of BBC, any agreement or understanding with BBC related thereto, or otherwise with respect thereto, including without limitation any claim for any accrued and unpaid dividends or right of redemption arising prior to or as a result of the Merger, any stockholder agreements, and any BBC preferred stock agreements; (ii) agrees that upon consummation of the Merger, all stockholder agreements and preferred stock agreements with BBC will be terminated and of no further force and effect; and (iii) agrees that, to the extent the terms of any security of BBC, any agreement or understanding with BBC related thereto or otherwise differ from the terms of this Agreement or the Agreement and Plan of Merger dated September 11, 1996 between STI and BBC, the terms of this Agreement and such Agreement and Plan of Merger shall control. - 11 - [signature page follows] - 12 - The undersigned represents and warrants that the information stated herein is true and complete as of the date hereof and will be true and complete as of the date on which the undersigned receives any shares of STI common stock. If, prior to the receipt of such shares, there should be any change in such information or any of such information becomes incorrect or incomplete, the undersigned agrees to notify, and promptly supply corrective information to Evelyn Mary Aswad, Arnold & Porter, 555 Twelfth Street, N.W., Washington, D.C. 20004. EM Industries, Incorporated ------------------------------------- Print Name of Entity Witness or Attest: /s/ Stephen J. Kunst By: /s/ Walter W. Zywottek - --------------------------------------- --------------------------------- (signature) (signature) Stephen J. Kunst Walter W. Zywottek - --------------------------------------- ------------------------------------- Print Name of Individual Signing Print Name of Individual Signing General Counsel President & CEO - --------------------------------------- -------------------------------------- Title (if any) Title Date: November 4, 1996 --------------------------------- AGREED AND ACCEPTED as to Section IV: SURVIVAL TECHNOLOGY, INC. By: /s/ James H. Miller ----------------------------------- Title: President/CEO -------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----