Exhibit 10.18
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
STOCKBRIDGE INVESTMENT )
PARTNERS, INC., a Florida )
corporation, )
)
Plaintiff, )
)
v. ) Case No. 14253
)
AMSERV HEALTHCARE INC., a Delaware )
corporation, MELVIN L. KATTEN, )
EUGENE J. MORA, MICHAEL A. )
ROBINTON, GEORGE A. ROGERS )
and BEN L. SPINELLI, )
)
Defendants. )
STIPULATION AND ORDER
OF SETTLEMENT, RELEASE OF CLAIMS AND FINAL JUDGMENT
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This Settlement Agreement and Release ("Agreement") is made and entered
into as of the 12th day of May, 1995, subject to the approval of the Court of
Chancery of the State of Delaware in and for New Castle County (the "Court"), by
and between Stockbridge Investment Partners, Inc., a Florida corporation
("Stockbridge"), and AMSERV Healthcare, Inc., a Delaware corporation ("AMSERV"),
Melvin L. Katten, Eugene J. Mora, Michael A. Robinton, George A. Rogers and Ben
L. Spinelli (Collectively, the "Parties").
WHEREAS, the above captioned action (the "Litigation") challenges, inter
alia, the agreements between AMSERV and North Central Personnel, Inc., ("NCP"),
dated as of April 7, 1995, to exchange a purchase money promissory note held by
NCP (Principal balance $833,334) (the "Note") for 426,794 shares of Class A
Redeemable Preferred Stock (the "Preferred Stock") of AMSERV and other
consideration;
WHEREAS, the Parties desire to resolve the issues and to make a full and
final settlement of any claims raised in the Litigation, whether asserted or
unasserted, contingent or mature, without any admission in respect of any such
claim or potential claim and without the cost and expense of further litigation;
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, the Parties (collectively, the "Undersigned") hereto agree as follows:
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1. Pursuant to the agreement attached as Exhibit A hereto, AMSERV and
NCP have rescinded the Voting Agreement and Irrevocable Proxy to Vote the
Preferred Stock, both dated as of April 7, 1995 (copies of which are attached as
Exhibits B and C hereto).
2. In connection with a Renewed Consent Solicitation (as defined in
the Standstill Agreement of even date) only, and pursuant to the agreement
attached as Exhibit A hereto, the Preferred Stock issued to NCP shall not be
considered to be outstanding voting securities.
3. Notwithstanding any other provision of this Agreement, Stockbridge
reserves the right to apply to the Court for an award of expenses and attorneys'
fees reasonably incurred in connection with the commencement and prosecution of
the Litigation, subject to a cap of $50,000 for such award. The defendants
expressly reserve their right to oppose such award.
4. The Undersigned agree to execute and deliver all instruments and
take all other actions as may be required to consummate the settlement embodied
in this Agreement in a prompt fashion. The Undersigned hereby agree to cooperate
fully with each other and with their respective counsel in connection with any
steps required to be taken as part of their respective obligations under this
Agreement.
5. The Undersigned represent and warrant by signing this Agreement
that: (a) they are represented by counsel; (b) they have carefully read this
Agreement; and (c) they have executed the Agreement and/or its exhibits only
after consulting with counsel of their choice.
6. This Agreement shall not in any event be construed or deemed to be
a concession on the part of any of the Undersigned to the truth of any of the
allegations, claims, or defenses made by any of the Parties in Litigation, or of
any liability of wrongdoing of any of the Parties or NCP.
7. This Agreement and the Standstill Agreement constitute the entire
agreement among the Undersigned with respect to the subject matter hereof, and
supersedes any prior agreements or understandings, both written and oral, among
the Undersigned with respect thereto. This Agreement may not be amended nor any
of its provisions waived except by a writing executed by each of the
Undersigned.
8. This Agreement is binding upon and shall inure to the benefit of
the Undersigned and their respective legal representatives, heirs, transferees,
successors in interest and assigns and upon any corporation, partnership or
other entity into or with which AMSERV, Stockbridge or NCP may merge or
consolidate.
9. This Agreement and any disputes arising under it shall be governed
by, and construed in accordance with, the laws of the State of Delaware, without
giving effect to any rules governing conflicts of law.
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10. Other than the specific retention of jurisdiction provided for
above, the Court has determined pursuant to Chancery Court Rule 54(b) that there
is no just reason for delay and directs entry of this final judgment dismissing
the Litigation with prejudice on the terms provided herein.
IN WITNESS WHEREOF, the Undersigned have executed this Agreement as of the
date first written above.
STOCKBRIDGE INVESTMENT PARTNERS, INC.
/s/Thomas M. Clarke
-----------------------------
By: Thomas M. Clarke
Title: President
AMSERV HEALTHCARE INC.
/s/Eugene J. Mora
-----------------------------
By: Eugene J. Mora
Title: President
MELVIN L. KATTEN
/s/Melvin L. Katten
-----------------------------
EUGENE J. MORA
/s/Eugene J. Mora
-----------------------------
MICHAEL A. ROBINTON
/s/Michael A. Robinton
-----------------------------
GEORGE A. ROGERS
/s/George A. Rogers
-----------------------------
BEN L. SPINELLI
/s/Ben L. Spinelli
-----------------------------
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Consented to:
/s/Joel E. Friedlander
--------------------------------
Stephen P. Lamb
Joel E. Friedlander
THE LAW OFFICES OF STEPHEN P. LAMB
One Rodney Square
P.O. Box 29
Wilmington, Delaware 19899
Telephone: (302) 984-2495
Attorneys for Plaintiff
/s/Daniel A. Dreisbach
--------------------------------
R. Franklin Balotti
Daniel A. Dreisbach
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 658-6541
Attorneys for Defendants
Amserv Healthcare Inc., Melvin L. Katten,
Eugene J. Mora, Michael A. Robinton,
George A. Rogers and Ben L. Spinelli
So Ordered this___day of May, 1995.
___________________________
Chancellor
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