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Exhibit 10.20
STOCK OPTION AGREEMENT
Stock Option Agreement made as of this 9th day of May, 1996 among Valassis
Communications, Inc., a Delaware corporation ("Valassis" or the "Company"),
Conpress Cayman, LDC, a Cayman Islands corporation ("Conpress") and Consolidated
Press International Limited, a Bahamian corporation ("CPIL").
WHEREAS, Conpress is the direct holder of 21,200,000 shares of common stock,
par value $.01 per share of Valassis; and
WHEREAS, Conpress is 100% indirectly owned by CPIL; and
WHEREAS, Conpress and CPIL are both affiliates of Consolidated Press Holdings
Limited, an Australian capital territory corporation; and
WHEREAS, Valassis may acquire from time to time up to 5,000,000 shares of
common stock through open market transactions and from Conpress; and
WHEREAS, the parties have agreed to the sale to Valassis of shares of common
stock of Valassis owned by Conpress upon the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual premises,
covenants, representations and warranties contained herein, it is hereby agreed
as follows:
1. TRANSFER OF STOCK; CONPRESS OPTION TO SELL
For such period of time as Valassis continues its share repurchase program (the
"Repurchase Term"), Valassis grants to Conpress an option to sell shares of
common stock of Valassis on the terms and subject to the conditions hereof.
Each month during the Repurchase Term, Conpress shall have the option (an
"Option") to sell up to the Monthly Purchase Number (as hereinafter defined) of
shares of Valassis common stock at a sales price equal to the Average Purchase
Price (as hereinafter defined). For purposes of this Option Agreement, the
term "Monthly Purchase Number" shall mean the amount of shares of its Common
Stock that Valassis bought on the open market during the month prior to the one
in question. For purposes of this Option Agreement, the term "Average Purchase
Price" shall mean the aggregate price paid before commissions for shares of
common stock of Valassis bought by Valassis on the open market during the month
in question divided by the number of shares of common stock of Valassis bought
by Valassis on the open market during the month in question. On the first
business day of each month during the Repurchase Term, commencing with the
second month of the Repurchase Term, Valassis will notify Conpress, in
accordance with Section 10.4 hereof (the "Purchase Notice"), of the Monthly
Purchase Number and the Average Purchase Price. Each Option shall be
exercisable by Conpress giving notice to Valassis within five business days
following the Purchase Notice (each such five days being referred to herein as
an "Option Period") in accordance with Section 10.4 hereof (the "Sale Notice"),
of the number of shares Conpress shall sell, such amount not to exceed the
Monthly Purchase Number. If during any given month, Conpress does not give
Valassis a Sale Notice during an Option Period, then Conpress' option to sell
with respect to the shares in the Purchase Notice for such month shall expire.
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2. PURCHASE PRICE
In full consideration for each sale of Valassis common stock to Valassis
hereunder and subject to the terms and conditions hereinafter set forth,
Valassis hereby agrees to pay to Conpress a purchase price per share equal to
the Average Purchase Price during the month preceding the month in which the
Sale Notice is given.
3. PAYMENT OF PURCHASE PRICE
Subject to the terms and conditions hereof, on or before the third business
following the Company's receipt of a Sale Notice (the "Purchase Date"),
Valassis shall pay the Average Purchase Price to Conpress by wire transfer to
such bank as Conpress may specify in accordance with Section 10.4 hereof. All
such payments shall be net of any withholding required by applicable tax laws.
4. DOCUMENTS TO BE DELIVERED BY CONPRESS
Subject to the terms and conditions hereof, on each Purchase Date, Conpress
agrees to deliver to Valassis, at such address as Valassis may specify, a duly
issued certificate for all of the shares of Valassis common stock to be sold in
accordance with Section 1. hereof duly endorsed in blank or with blank stock
powers attached with signatures guaranteed and with all required stock transfer
stamps attached.
5. REPRESENTATIONS AND WARRANTIES OF CONPRESS AND CPIL
Conpress and CPIL jointly and severally represents and warrants to Valassis as
of the date hereof and as of each Purchase Date as follows:
5.1 AUTHORITY. Each of Conpress and CPIL is a corporation duly organized,
validly existing and in good standing under the laws of the Cayman Islands and
Bahamas, respectively, and has full corporate power and authority to execute,
deliver and perform this Agreement. The execution and delivery of this
Agreement and the performance by each of Conpress and CPIL of their respective
obligations hereunder have been duly authorized by Conpress' and CPIL's Board of
Directors, respectively, and constitutes the legal, valid and binding
obligation of Conpress and CPIL enforceable against such entities in accordance
with its terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors'
rights generally now or hereafter in effect and subject to the application of
equitable principles and the availability of equitable remedies. No other
action on the part of Conpress or CPIL is necessary to authorize the execution
and delivery of this Agreement or the performance of their respective
obligations hereunder.
5.2 NO CONFLICTS. Except for the release from pledge of the Valassis shares
of common stock owned by Conpress which Conpress and CPIL covenant and agree to
effectuate, the execution, delivery and performance of this Agreement by
Conpress and CPIL and the consummation by Conpress and CPIL of all of the
transactions contemplated hereby: (i) do not and will not require the consent,
waiver, approval, license, designation or authorization of, or declaration with,
any person or public authority; (ii) do not and will not with or without the
giving of notice or the passage of time or both, result in a breach of any
provision of, or constitute a default under, or accelerate or permit the
acceleration of the performance required by the terms of the articles of
incorporation, bylaws or any other applicable organization documents of either
Conpress or CPIL or any agreement, mortgage, deed of trust, indenture, license,
permit or any other agreement or instrument or obligation to which Conpress or
CPIL is a party or by which Conpress or CPIL is bound.
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5.3 CAPITAL STOCK. All of the shares of Valassis common stock owned by
Conpress and sold to Valassis hereunder are beneficially owned by Conpress.
Conpress has good and marketable title to such shares, and, upon consummation of
the sale of such shares hereunder, Valassis will acquire good and marketable
title to such shares free and clear of any liens, encumbrances, pledges,
security interests, restrictive agreements, transfer restrictions, voting trust
arrangements, claims and imperfections of any nature whatsoever.
6. Valassis hereby represents and warrants to Conpress and CPIL as of the date
hereof and as of each Purchase Date as follows:
6.1 AUTHORITY. Valassis is a corporation duly organized, validly existing and
in good standing under the laws of Delaware and has full corporate power and
authority to execute, deliver and perform this Agreement. The execution and
delivery of this Agreement and the performance by Valassis of its obligations
hereunder have been duly authorized by Valassis' Board of Directors and
constitutes the legal, valid and binding obligation of Valassis enforceable
against Valassis in accordance with its terms, except as the same may be limited
by bankruptcy, insolvency, reorganization, or other laws affecting the
enforcement of creditors' rights generally now or hereafter in effect and
subject to the application of equitable principles and the availability of
equitable remedies. All corporate and other acts or proceedings required to be
taken by Valassis to authorize the execution, delivery and performance of this
Agreement and all transactions contemplated hereby have been duly and properly
taken.
6.2 NO CONFLICTS. The execution, delivery and performance of this Agreement
by Conpress and CPIL and the consummation by Valassis of all of the transactions
contemplated hereby: (i) do not and will not require the consent, waiver,
approval, license, designation or authorization of, or declaration with, any
person or public authority except for the approval by Comerica Bank pursuant to
a Revolving Credit Agreement dated as of August 11, 1995 between Valassis and
Comerica Bank, as Agent and the consent of a majority of the holders of the
outstanding shares of Valassis other than the shares beneficially owned by
Conpress; (ii) do not and will not, with or without the giving of notice or the
passage of time or both, result in a breach of any provision of, or constitute a
default under, or accelerate or permit the acceleration of the performance
required by the terms of the Amended and Restated Certificate of Incorporation
or bylaws of Valassis or any agreement, mortgage, deed of trust, indenture,
license, permit or any other agreement or instrument or obligation to which
Valassis is a party or by which Valassis is bound other than the shareholder
consent described herein.
7. COVENANTS.
7.1 CONSENTS. The parties hereto shall each use their reasonable efforts to
obtain at the earliest practicable date, and in any event before any Purchase
Date, by instruments in form and substance reasonably satisfactory to the other,
all consents and approvals required in connection with the transactions
contemplated by this Agreement.
7.2 FURTHER ASSURANCES. At any time and from time to time after a Purchase
Date, each party shall, without further consideration, execute and deliver to
the other such other instruments of transfer and shall take such other action
as the other may reasonably request to carry out the transfer of common stock
contemplated by this Agreement.
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8. CONDITIONS PRECEDENT
8.1 CONDITIONS TO PERFORMANCE BY VALASSIS. The obligations of Valassis under
this Agreement shall be subject to the fulfillment of each and all of the
following conditions at or before each Purchase Date, each of which is hereby
individually deemed material, and any one or more of which may be waived in
writing by Valassis.
8.1.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties made
by Conpress and CPIL contained in this Agreement shall be true and correct as of
the Purchase Date to the same extent and with the same effect as if made on the
Purchase Date.
8.1.2 PERFORMANCE OF COVENANTS. Conpress and CPIL shall have performed each
and all of the obligations and complied with each and all of the covenants,
agreements and conditions required to be performed or complied with by it on or
prior to each Purchase Date.
8.1.3 OTHER AUTHORIZATIONS. Any and all necessary consents and assignments
that are required for the transfer of the common stock hereunder or for the
consummation of the transactions contemplated hereby shall have been obtained
and be in effect, and Valassis shall have received all such opinions, appraisals
and other documents as it shall deem necessary or appropriate to establish the
legality of its stock repurchase program.
8.1.4 APPROVAL OF DOCUMENTS. All instruments and documents delivered to
Valassis pursuant to the provisions of this Agreement, or incident to the
transactions contemplated hereby, shall be satisfactory to Valassis' counsel as
to form, scope, substance and execution.
8.2 CONDITIONS TO PERFORMANCE BY CONPRESS AND CPIL. The obligations of
Conpress and CPIL under this Agreement shall be subject to the fulfillment of
each and all of the following conditions at or before each Purchase Date, each
of which is hereby individually deemed material, and any one or more of which
may be waived in writing by CPIL and Conpress.
8.2.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties made
by Valassis contained in this Agreement shall be true and correct as of the
Purchase Date to the same extent and with the same effect as if made on the
Purchase Date.
8.2.2 PERFORMANCE OF COVENANTS. Valassis shall have performed each and all of
the obligations and complied with each and all of the covenants, agreements and
conditions required to be performed or complied with by it on or prior to each
Purchase Date.
8.2.3 OTHER AUTHORIZATIONS. Any and all necessary consents and assignments
that are required for the transfer of common stock hereunder or for the
consummation of the transactions contemplated hereby shall have been obtained
and be in effect.
8.2.4 APPROVAL OF DOCUMENTS. All instruments and documents delivered to
Conpress and CPIL pursuant to the provisions of this Agreement, or incident to
the transactions contemplated hereby, shall be satisfactory to Conpress and
CPIL's counsel as to form, scope, substance and execution.
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9. TERMINATION.
This Agreement may be terminated by either party hereto upon 30 days' written
notice of termination to the other in accordance with Section 10.4 hereof.
10. MISCELLANEOUS.
10.1 CONSENT TO JURISDICTION AND WAIVERS. Each of Valassis, Conpress and CPIL
irrevocably consents that any legal action or proceeding under, arising out of
or in any manner relating to this Agreement, or any other document delivered in
connection herewith, may be brought in any court of the State of Delaware or in
the United States District Court for Delaware. Valassis, Conpress and CPIL by
the execution and delivery of this Agreement, expressly and irrevocably
consent and submit to the personal jurisdiction of any of such courts in any
such action or proceeding. Valassis, Conpress and CPIL further irrevocably
consent to the service of any complaint, summons, notice or other process
relating to any such action or proceeding by delivery thereof to it by hand or
by any other manner provided for in Section 10.4. Valassis, Conpress and CPIL
hereby expressly and irrevocably waive any claim or defense in any such action
or proceeding based on any alleged lack of personal jurisdiction, improper
venue or forum non conveniens or any similar basis. Nothing in this Section
shall affect or impair in any manner or to any extent the right of any party
hereto to commence legal proceedings or otherwise proceed against the other in
any jurisdiction or to serve process in any manner permitted by law. Valassis,
Conpress and CPIL hereby waive their rights, if any, to trial by jury.
10.2 EXPENSES. Each of the parties hereto shall bear its own expenses, costs
and fees (including attorneys' and auditors' fees) in connection with the
transactions contemplated hereby, including the preparation and execution of
this Agreement and compliance herewith, whether or not the transactions
contemplated hereby shall be consummated.
10.3 SEVERABILITY. If any provision of this Agreement shall be held or deemed
to be or shall, in fact, be inoperative or unenforceable as applied in any
particular case because it conflicts with any other provision or provisions
hereof or any constitution or statute or rule of public policy, or for any other
reason, such circumstances shall not have the effect of rendering the provision
in question inoperative or unenforceable in any other case or circumstance, or
of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable to any extent whatever. The invalidity of any one
or more phrases, sentences, clauses, sections or subsections of this Agreement
shall not affect the remaining portions of this Agreement.
10.4 NOTICES. All notices, consents requests, instructions, approvals and
other communications provided for herein and all legal process in regard hereto
shall be validly given, made or served, if in writing and delivered personally
or sent by registered or certified mail (return receipt requested), postage
prepaid, or by facsimile transmission (i) if to Valassis at 36111 Schoolcraft
Road, Livonia, MI 48150 (facsimile (313)/591-4460), Attn: Barry P. Hoffman;
and (ii) if to Conpress at 2nd Floor, Block A, Russell Court, St. Stephen's
Green, Dublin 2, The Republic of Ireland (facsimile 353-1-475-6605),
Attn: Peter Beer; and (iii) if to CPIL at 2nd Floor, Block A, Russell Court,
St. Stephen's Green, Dublin 2, The Republic of Ireland
(facsimile 353-1-475-6605), Attn: Peter Beer; or, in each case, at such other
address as may be specified in writing to the other parties.
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10.5 WAIVER. Any party may waive compliance by another with any of the
provisions of this Agreement. No waiver of any provisions shall be construed
as a waiver of any other provision. Any waiver must be in writing.
10.6 MISCELLANEOUS. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof. This Agreement
may be executed in several counterparts, each of which shall be deemed an
original, and all of which constitute one and the same instrument. This
Agreement shall be governed in all respects, including validity, interpretation
and effect, by the laws of the State of Delaware, applicable to contracts made
and to be performed in Delaware. This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the parties hereto. Any
amendment or modification of this Agreement must be in writing, signed by the
party against whom enforcement of such amendment or modification is sought.
The rights and obligations contained in this Agreement are solely for the
benefit of the parties hereto and are not intended to benefit or be enforceable
by any other party, under the third party beneficiary doctrine or otherwise.
10.7 JOINT AND SEVERAL OBLIGATIONS. All of the representations, warranties,
covenants and agreements of Conpress hereunder shall be the joint and several
representations, warranties, covenants and agreements of CPIL and Conpress.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
Valassis Communications, Inc.
By /s/ Barry P. Hoffman
______________________________
Title Secretary
Conpress Cayman, LDC
By /s/ P. G. Beer
________________________________
Title Authorized Representative
Consolidated Press International Limited
By /s/ P. G. Beer
________________________________
Title Director
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