EXHIBIT 2
AMENDMENT NUMBER 2
DATED AS OF JUNE 5, 1996
TO
PLAN OF REORGANIZATION
AND
AGREEMENT FOR THE EXCHANGE OF STOCK OF
CALCOMP INC. FOR STOCK OF SUMMAGRAPHICS CORPORATION
BY AND AMONG
LOCKHEED MARTIN CORPORATION,
A MARYLAND CORPORATION,
CALCOMP INC.,
A CALIFORNIA CORPORATION
AND
SUMMAGRAPHICS CORPORATION,
A DELAWARE CORPORATION
DATED AS OF MARCH 19, 1996
AMENDMENT NUMBER 2
TO
PLAN OF REORGANIZATION AND AGREEMENT FOR THE
EXCHANGE OF STOCK OF CALCOMP INC. FOR STOCK OF
SUMMAGRAPHICS CORPORATION, DATED AS OF MARCH 19, 1996
This Amendment is made and entered into as of June 5, 1996 by and among
Lockheed Martin Corporation ("Lockheed Martin"), a Maryland corporation; CalComp
Inc. ("CalComp"), a California corporation; and Summagraphics Corporation
("Summagraphics"), a Delaware corporation.
RECITALS
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WHEREAS, on March 19, 1996, Lockheed Martin, CalComp and Summagraphics
(collectively, the "Parties") entered into the Plan of Reorganization and
Agreement for the Exchange of Stock of CalComp Inc. for Stock of Summagraphics
Corporation (the "Plan of Reorganization"); and
WHEREAS, on April 30, 1996, the Parties entered into Amendment Number 1 to
the Plan of Reorganization ("Amendment Number 1"), which amended certain
provisions thereto; and
WHEREAS, the Parties deem it necessary to modify further the Plan of
Reorganization, in light of recent operating results of CalComp and
uncontrollable delays in obtaining clearance of the Proxy and Information
Statement by the Securities and Exchange Commission; and
WHEREAS, the Parties have negotiated and accept the following changes to
the Plan of Reorganization as amended by Amendment Number 1 and the related
documents and Exhibits;
NOW, THEREFORE, the Parties hereby agree as follows:
AGREEMENT
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1. CAPITALIZED TERMS. Capitalized terms used herein shall have the
meanings assigned to such terms in the Plan of Reorganization as amended by
Amendment Number 1.
2. MATERIAL ADVERSE EFFECT. The definition of Material Adverse Effect, as
defined in Paragraph 1.9(b) of the Plan of Reorganization and amended by
Amendment Number 1, is hereby further amended by deleting the words "$15,000,000
for CalComp" in Line 6 and replacing them with the words "$25,500,000 for
CalComp."
3. RESCISSION OF MATERIAL ADVERSE EFFECT CONDITION TO CLOSING. The
parties hereby agree to delete paragraph 8.3 to the
extent that CalComp's failure to achieve a Material Adverse Effect less than the
amount specified in Paragraph 2 above would otherwise constitute a failure of a
condition precedent to Closing.
4. REDUCTION OF SHARES OF SUMMAGRAPHICS COMMON STOCK. The parties hereby
agree that Section 1.10 is added to the Exchange Agreement to read as follows:
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"1.10 Reduction of Shares of Summagraphics Common Stock. The number of
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shares of Summagraphics Common Stock to be issued to Lockheed Martin
pursuant to Section 1.3 shall be reduced by the CalComp MAE Variance (as
-----------
defined below) divided by the average closing prices of Summagraphics
Common Stock as reported in the Wall Street Journal -- NASDAQ National
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Market Issues for the five days preceding the Closing (rounded to the
nearest whole share). For purposes hereof, the term "CalComp MAE Variance"
shall mean the amount of the decrease, if any, in the consolidated
stockholders' equity of CalComp from December 31, 1995 to Closing that
exceeds $25,500,000."
5. TERM OF AGREEMENT. The term of the Plan of Reorganization is extended
through July 31, 1996, conditioned, however, upon Summagraphics obtaining the
consent of Silicon Valley Bank to such extension, which consent shall be on
terms and conditions acceptable to Lockheed Martin and CalComp. Accordingly,
all references to "June 15, 1996" in Paragraphs 1.2, 4.3 and 10.2 of the Plan of
Reorganization (as well as in the Exhibits and other documents related to the
Plan of Reorganization) shall be deleted and replaced with the date "July 31,
1996."
6. CORRESPONDING CHANGES TO OTHER AGREEMENTS. By this Amendment, the
Parties hereby declare that all terms and conditions in the Plan of
Reorganization, the Exhibits, and any other agreement between and among the
Parties relating to matters covered by this Amendment are deemed amended as
necessary to conform to the provisions of this Amendment.
7. EXTENSION OF CONVERTIBLE DEBENTURE. Upon receipt by Lockheed Martin
of a waiver and consent from Silicon Valley Bank in form satisfactory to
Lockheed Martin and CalComp, Lockheed Martin shall extend the date set forth in
Section 3.(iv) of the Convertible Debenture to a date coextensive with the date
set forth in Section 3 above.
8. CHANGES TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF SUMMAGRAPHICS. The parties agree that Fourth Amended and
Restated Certificate of Incorporation of Summagraphics is amended as set forth
in Exhibit A attached hereto.
9. ALL OTHER TERMS REMAIN IN EFFECT. Except as expressly provided
herein, all other terms and conditions in the Plan of
- 2 -
Reorganization, its Exhibits, and all other agreements between and the Parties
remain unchanged in effect.
IN WITNESS WHEREOF, Lockheed Martin, CalComp and Summagraphics have caused
this Agreement to be duly executed by their respective chairmen or presidents
and their respective seals to be affixed hereto and attested by their respective
secretaries thereunto duly authorized as of the date first written above.
LOCKHEED MARTIN CORPORATION
By:___________________________
Peter B. Teets
President - Lockheed Martin
Information & Technology
Services Sector
CALCOMP INC.
By:___________________________
Gary Long
President
SUMMAGRAPHICS CORPORATION
By:___________________________
Michael S. Bennett
President and Chief Executive
Officer