EXHIBIT 99.1
STOCK PURCHASE AGREEMENT dated May 21, 1997
among UNITY VENTURE CAPITAL ASSOCIATES LTD., a New
York corpora-tion ("Buyer"), MILTON FISHER
("Fisher"), A. D. GILHART & CO. INC. PROFIT
SHARING PENSION PLAN ("Pension Plan" and
collectively with Fisher, the "Sellers").
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The Sellers desire to sell 454,000 shares of common stock, par value $.05
per share (the "Shares"), of Academic Computer Systems, Inc., a New Jersey
corporation (the "Company").
The Buyer desires to purchase the Shares.
NOW THEREFORE, the parties hereby represent, warrant and agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 TRANSACTION. On the basis of the representations and warranties
herein set forth, the Sellers, collectively, hereby sell to Buyer, and Buyer (or
its designee) hereby purchases from the Sellers an aggregate of 454,000 Shares,
free and clear of all liens, pledges, encumbrances, charges and claims thereon.
Certificates evidencing the Shares are being delivered to Buyer,
contemporaneously herewith, either duly endorsed in blank or accompanied by
appropriate stock powers endorsed in blank, with a medallion guaranty of
authenticity of signatures by either a commercial bank or a member firm of The
New York Stock Exchange, Inc. (collectively, the "Instrument of Assignment") at
the office of Buyer's counsel in New York.
1.2 PURCHASE PRICE. The purchase price being paid by Buyer for the Shares
purchased hereunder is $0.70 per Share (inclusive of a commission of 10% to be
paid directly by Buyer to A.D. Gilhart & Co., Inc. ("Gilhart")), payable by
check to the respective Sellers, and to Gilhart.
1.3 RESIGNATION OF DIRECTORS. Concurrently herewith, the Sellers are
delivering to Buyer the resignations of each member of the Board of Directors of
the Company.
1.4 DELIVERY OF MINUTE BOOKS, RECORDS, ETC. Concurrently herewith,
Sellers are to deliver to Buyer all minute books and other corporate records of
the Company and instructions to the banks at which the Company maintains
accounts appointing designees of Buyer as sole authorized signatories.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller, with respect to himself or itself, the Shares being sold by
him or it hereunder and the Company, represents and warrants to Buyer as
follows, with the understanding that Buyer is relying materially upon such
representations and warranties:
2.1 AUTHORITY. Each Seller has the capacity to enter into this Agreement
and carry out his or its obligations hereunder. The entrance into and
performance of this Agreement has been duly authorized by the Pension Plan.
This Agreement and the Instrument of Assignment signed by each Seller each
constitute the legal, valid and binding obligation of such Seller enforceable in
accordance with its terms. Delivery of the certificates evidencing the Shares
being sold by each Seller to Buyer transfers to Buyer good title to such Shares,
free and clear of all liens, charges, encumbrances and claims.
2.2 ABSENCE OF APPROVALS. No approval or consent or filing with any
governmental agency or authority is required on the part of either Seller to
enter into this Agreement and carry out his or its obligations hereunder.
2.3 ABSENCE OF BREACH. The execution, delivery and performance of this
Agreement and the sale of the Shares to Buyer will not violate, conflict with or
result in the breach of the terms of any contract, undertaking, agreement or
instrument to which either Seller is a party or by which he or it or his or its
property is bound or any law, rule or regulation applicable to such Seller.
2.4 ABSENCE OF LITIGATION. To the Knowledge (as hereinafter defined) of
each Seller, there is no claim, action, proceeding, or investigation pending or
threatened against or affecting the Company or its properties or assets before
or by any court, arbitrator or governmental agency or authority where a result
adverse to the Company would have a material adverse effect on the Company's
properties, assets or financial condition. To the Knowledge of each Seller,
there are no decrees, injunctions or orders of any court, governmental
department, agency or arbitration outstanding against the Company or its
properties, assets or business.
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2.5 ACCURACY OF FILINGS. To the Knowledge of each Seller, the Annual
Report on Form 10-K for the Company's fiscal year ended September 30, 1996 and
all Quarterly Reports on Form 10-Q for subsequent fiscal periods of the Company
filed by the Company with the Securities and Exchange Commission do not contain
any untrue statement of material fact, or fail to state any material fact
required to be stated therein or necessary to make the statements made therein
not materially misleading (excluding from the scope hereof, any conclusion as to
the status of the Company under the Investment Company Act of 1940, as amended,
and the consequences thereof).
ARTICLE III
MISCELLANEOUS
3.1 BROKERS. Sellers and Buyer represent to each other that, except for
Gilhart which shall be compensated by Buyer as set forth in Section 1.2 hereof,
there is no broker, finder or other person entitled to a commission or other fee
on account of the transactions contemplated hereby.
3.2 INDEMNIFICATION. Each Seller, severally and not jointly, shall
indemnify, defend, and hold Buyer harmless from and against any and all losses,
costs, liabilities, damages and expenses (including reasonable legal and other
expenses incident thereto) of every kind, nature and description (collectively,
"Losses"), that result from or arise out of the (i) lack of genuineness of any
certificate or certificates evidencing the Shares being delivered by such Seller
to Buyer; (ii) the breach of any representation or warranty of such Seller set
forth in this Agreement; and (iii) the breach of any undertaking of such Seller
contained in this Agreement.
3.3 FURTHER ASSURANCES. Each Seller and Buyer will comply with any and
all requirements imposed by applicable federal law or state law which are
necessary to authorize and validate the sale, transfer and assignment of the
Shares to Buyer.
3.4 NOTICES. All notices, requests, demands, or other communications with
respect to this Agreement shall be in writing and shall be personally delivered
by an overnight courier service, charges prepaid, by postage prepaid mail or by
facsimile transmission to the following addresses (or such other addresses as
the parties may specify from time to time in accordance with this Section):
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(a) To Sellers:
c/o Milton Fisher
2 West 45th Street
New York, New York 10003
(b) To Buyer:
Unity Venture Capital Associates Ltd.
245 Fifth Avenue - Suite 1502
New York, NY 10016
Attn: President
With a copy to:
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Attn: Ira I. Roxland, Esq.
Any such notice shall, when sent in accordance with the preceding sentence, be
deemed to have been given and received on the earliest of (i) the day delivered
to such address or sent by facsimile transmission, (ii) the fifth business day
following the date deposited with the United States Postal Service, or (iii)
twenty-four hours after shipment by such courier service.
3.5 CONSTRUCTION. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of New York without giving
effect to the principles of conflicts of law thereof.
3.6 ADDITIONAL DEFINED TERM. The term "knowledge" as used in this
Agreement with respect to a party's awareness of the presence or absence of a
fact, event or condition shall mean actual knowledge.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
UNITY VENTURE CAPITAL ASSOCIATES LTD.
By: /s/Lawrence Burstein
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Name: Lawrence Burstein
Title: President
/s/Milton Fisher
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MILTON FISHER
A. D. GILHART & CO. INC. PROFIT
SHARING PENSION PLAN
By: /s/Milton Fisher
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Name: Milton Fisher
Title: President
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