EXHIBIT 99.2
VOTING AGREEMENT
THIS VOTING AGREEMENT is made and entered into as of June 10, 1999
(this "Agreement") between SOFTBANK America Inc., a Delaware corporation
("SOFTBANK" or the "Purchaser"), and Michael G. Rubin (the "Principal
Stockholder").
RECITALS
WHEREAS, on June 10, 1999, Global Sports, Inc., a Delaware corporation
(the "Company"), and SOFTBANK entered into a Purchase Agreement (the "Purchase
Agreement"), pursuant to which SOFTBANK intends to acquire 6,153,850 shares of
the Company's Common Stock, par value $0.01 per share (the "Common Stock"); and
WHEREAS, as an inducement and a condition to consummating the Purchase
Agreement, the Purchaser has required that the Principal Stockholder agree, and
the Principal Stockholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the covenants set forth herein, and
for other good and valuable consideration, intending to be legally bound hereby,
the parties agree as follows:
1. Definitions. For purposes of this Agreement:
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(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other Persons with
whom such Person would constitute a "group" within the meaning of Section
13(d)(3) of the Exchange Act.
(b) "Person" shall mean an individual, corporation, partnership,
limited liability company, joint venture, association, trust, unincorporated
organization or other entity.
2. The Second Purchase.
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2.1 Approval of the Second Purchase. During the period commencing on the
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date hereof and continuing until the earlier to occur of (i) consummation of the
Second Closing (as defined
in the Purchase Agreement) or (ii) the 90th day after the date of the Purchase
Agreement (such earlier date, the "Expiration Date"), the Principal Stockholder
agrees that it shall, at any meeting of stockholders of the Company, however
called, or in connection with any written consent of stockholders of the
Company, vote (or cause to be voted) the shares (if any) of capital stock of the
Company (the "Capital Stock")then held of record or Beneficially Owned by such
Principal Stockholder, (i) in favor of the purchase of shares of Common Stock to
be purchased at the Second Closing pursuant to the Purchase Agreement (the
"Second Purchase"); (ii) in favor of the amendment of the Certificate of
Incorporation of the Company to increase the authorized number of shares of
Common Stock to 30,000,000; (iii) against any action or agreement that would
result in a breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Purchase Agreement;
(iv) in favor of election to the Board of Directors of the directors which
SOFTBANK is entitled to designate upon consummation of the Second Purchase (as
defined in the Purchase Agreement) and which have been identified by SOFTBANK as
nominees for such purpose; and (v) except as otherwise agreed to in writing in
advance by the Purchaser, against the following actions (other than the Second
Purchase and the transactions contemplated by the Purchase Agreement): (A) a
dissolution of the Company or (B) any material change in the present
capitalization of the Company or any amendment of the Company's Certificate of
Incorporation or By-laws, in each case, which is intended, or could reasonably
be expected, to impede, delay or adversely affect the Second Purchase and the
transactions contemplated by this Agreement and the Purchase Agreement. The
Principal Stockholder agrees that it shall not enter into any agreement or
understanding with any Person the effect of which would be inconsistent or
violative of the provisions and agreements contained in this Section 2.
2.2 Irrevocable Proxy. The Principal Stockholder, in furtherance of the
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transactions contemplated hereby and by the Purchase Agreement, and in order to
secure the performance by the Principal Stockholder of its duties under this
Agreement, shall, if and when requested by SOFTBANK, promptly execute and
deliver to the Purchaser an irrevocable proxy, substantially in the form of
Exhibit A hereto, and irrevocably appoint Purchaser or its designees, with full
power of substitution, its attorney, agent and proxy to vote (or cause to be
voted) or, if applicable, to give consent with respect to, all of the shares of
Common Stock Beneficially Owned by such Principal Stockholder, together with any
shares acquired by such Principal Stockholder in any capacity after the date
hereof in the manner, and with respect to the matters, set forth in Section 2.1
hereof. The Principal Stockholder acknowledges that the proxy executed and
delivered by it shall be coupled with an interest, shall constitute, among other
things, an inducement for the Purchaser to enter into the Purchase Agreement,
shall be irrevocable and binding on any successor in interest of such Principal
Stockholder and shall not be terminated by operation of law upon the occurrence
of any event, including, without limitation, the death or incapacity of such
Principal Stockholder. Such proxy shall operate to revoke and render void any
prior proxy as to the shares heretofore granted by such Principal Stockholder.
Such proxy shall terminate on
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the Expiration Date.
3. Composition and Nomination of Board of Directors.
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3.1 Board Composition Requirements. The parties hereto intend that
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SOFTBANK shall have the right to designate (i) a number of members of the
Company's Board of Directors equal to the product of (A) the total number of
authorized directors and (B) the aggregate Proportionate Share (as defined in
the Purchase Agreement) of the Purchaser and the SOFTBANK Entities (as defined
in the Purchase Agreement) on the Company's Board of Directors, rounded up to
the nearest whole number, but not to exceed two directors (the "Board
Composition Requirement"), and (ii) so long as the Purchaser and the SOFTBANK
Entities collectively own 50% or more of the Shares theretofore purchased
hereunder, the Purchaser shall have the right to designate one director to be a
member of each committee of the Company's Board of Directors. At any meeting of
stockholders at which directors are to be elected and with respect to any
written consent of stockholders of the Company in lieu of meeting relating to
the election of directors, the Principal Stockholder shall vote, or execute and
deliver a written consent with respect to, all shares of Common Stock and any
other voting securities of the Company held of record or Beneficially Owned by
it in favor of a slate of directors meeting the Board Composition Requirement
and nominated as contemplated by Section 3.2 hereof and against any slate of
directors that does not satisfy the Board Composition Requirements or the
nomination procedures contemplated by Section 3.2.
3.2 Nominating Procedures. In connection with each meeting of stockholders
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of the Company at which directors of the Company are to be elected, the parties
hereto shall cause their designees on the Board to nominate a slate of nominees
for director which meets the Board Composition Requirements for so long as this
Agreement remains in effect.
The nominees so selected by the Board of Directors shall be presented
and voted upon at the meeting of stockholders as a slate.
3.3 Removal of Directors. Except as otherwise provided in this Section
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3.3, the Principal Stockholder agrees not to take any action to remove, with or
without cause, any director of the Company designated by SOFTBANK.
Notwithstanding the foregoing, SOFTBANK shall at all times have the right to
remove and to cause the Principal Stockholder to remove, with or without cause,
any or all of the directors designated by SOFTBANK.
3.4 Vacancies. If a vacancy is created on the Board of Directors by reason
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of the death, disability, removal or resignation of any one of the directors,
the Principal Stockholder shall promptly take all necessary and appropriate
action, including, to the extent it has power to do
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so, calling a special meeting of stockholders or executing a written consent of
stockholders in lieu of meeting and voting, or executing and delivering a
written consent with respect to, the shares of Common Stock and any other voting
securities of the Company then held of record or Beneficially Owned in such a
manner to ensure that such vacancy is filled in a manner consistent with the
Board Composition Requirements.
4. Action to Reconstitute Board of Directors. If at any time and for any
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reason the Board of Directors shall fail to satisfy the Board Composition
Requirements, then, at the written request of SOFTBANK, the Principal
Stockholder shall, to the extent it has power to do so, cause to be called a
special meeting of the stockholders to be held for the purpose of taking
whatever action may be necessary to ensure that the Board is constituted so as
to satisfy the Board Composition Requirements as promptly as practicable.
5. Certificate of Incorporation and Bylaws. The Principal Stockholder
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shall vote all shares of Common Stock and any other voting securities of the
Company then held of record or Beneficially Owned and shall take all other
actions necessary and appropriate (including, without limitation, removing any
director) to ensure that the Company's Certificate of Incorporation and Bylaws
do not at any time conflict with the provisions of this Agreement.
6. No Transfer of Common Stock. From the date hereof until the Expiration
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Date, the Principal Stockholder shall not sell, transfer or pledge his Common
Stock to another Person or otherwise engage in any act which would decrease the
Principal Stockholder's percentage of Common Stock ownership on the date hereof,
except, in each such case, if the transferee agrees in writing to be bound by
the provisions of this Agreement.
7. Miscellaneous.
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7.1 Modification and Waiver. No amendment or modification of the terms or
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provisions of this Agreement shall be binding unless the same shall be in
writing and duly executed by the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed to or shall constitute a waiver of
any other provisions hereof. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof.
7.2 Entire Agreement. This Agreement sets forth the entire understanding
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of the parties with respect to the subject matter hereof. Any previous
agreement or understandings between the parties regarding the subject matter
hereof are merged into and superseded by this Agreement.
7.3 Severability. In case any provision in this Agreement shall be
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invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
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7.4 No Implied Rights. Nothing herein, express or implied, is intended to
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or shall be construed to confer upon or give to any person, firm, corporation or
legal entity, other than the parties hereto, any interest, rights, remedies or
other benefits with respect to or in connection with any agreement or provision
contained herein or contemplated hereby.
7.5 Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware.
7.6 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
7.7 Successors and Assigns. The provisions hereof shall inure to the
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benefit of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
7.8 Notices. All notices and other communications under this Agreement
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shall be in writing, and shall be deemed to have been duly given on the date of
delivery if delivered personally or on the third business day after mailing or
if mailed to the party to whom notice is to be given by first class mail,
registered or certified, postage prepaid, return receipt requested, and
addressed as follows (until any such address is changed by notice duly given):
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(c) if to SOFTBANK, to:
SOFTBANK AMERICA Inc.
300 Delaware Avenue, Suite 900
Wilmington, Delaware 19801
Facsimile: (302) 552-3128
Attention: Frances Jacobs
SOFTBANK Holdings Inc.
10 Langley Road, Suite 403
Newton Center, Massachusetts 02169
Facsimile: (617) 928-9301
Attention: Ronald Fisher
Vice Chairman
with a copy to:
Sullivan & Cromwell
1888 Century Park East
21/st/ Floor
Los Angeles, California 90067-1725
Telephone: (310) 712-6650
Facsimile: (310) 712-8800
Attention: John L. Savva, Esq.
(d) if to the Principal Stockholder, to:
Global Sports, Inc.
555 South Henderson Road
King of Prussia, Pennsylvania 19406
Telephone: (610) 768-0900
Facsimile: (610) 768-0753
Attention: Michael G. Rubin
with a copy to:
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103
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Telephone: (215) 569-5544
Facsimile: (215) 569-5628
Attention: Arthur Miller, Esq.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SOFTBANK AMERICA INC.
By:/s/ Ronald D. Fisher
_________________________
Name: Ronald D. Fisher
Title: Vice-Chairman
/s/ Michael G. Rubin
____________________________
MICHAEL G. RUBIN
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EXHIBIT A
Irrevocable Proxy
In order to secure the performance of the duties of the undersigned
pursuant to the Voting Agreement, dated as of June 10, 1999 (the "Voting
Agreement"), between the undersigned and SOFTBANK America Inc., the undersigned
hereby irrevocably appoints Ronald D. Fisher and Steven Murray, and each of
them, the attorneys, agents and proxies, with full power of substitution in each
of them, for the undersigned, and in the name, place and stead of the
undersigned, to vote (or cause to be voted) or, if applicable, to give consent,
in such manners each such attorney, agent and proxy or his substitute shall in
his sole discretion deem proper to record such vote (or consent) in the manner,
and with respect to the matters, set forth in Section 2 of the Voting Agreement
with respect to all shares of Common Stock and voting securities of Global
Sports, Inc., a Delaware corporation (the "Company"), which the undersigned is
or may be entitled to vote at any meeting of the Company held after the date
hereof, whether annual or special and whether or not an adjourned meeting, or if
applicable, to given written consent with respect thereto. This Proxy is
coupled with an interest, shall be irrevocable and binding on any successor in
interest of the undesigned and shall not be terminated by operation of law upon
the occurrence of any event, including, without limitation, the death or
incapacity of the undersigned. This Proxy shall operate to revoke and render
void any prior proxy as to the shares of Common Stock and voting securities
heretofore granted by the undersigned. This Proxy shall terminate upon the
Expiration Date (as defined in the Voting Agreement).
_________________________
Michael G. Rubin