EX 4.1
SYRATECH CORPORATION
STOCKHOLDERS' AGREEMENT
Dated as of April 16, 1997
SYRATECH CORPORATION
STOCKHOLDERS' AGREEMENT
TABLE OF CONTENTS
Page
ARTICLE I Definitions....................................1
ARTICLE II Covenants and Conditions.......................5
2.1 Restrictions on Transfers; Right of First Refusal.......5
2.2 Call by the Company.....................................8
2.3 Come Along.............................................10
2.4 Take Along.............................................12
2.5 Preemptive Rights......................................12
2.6 Synthetic Sales........................................14
2.7 Corporate Governance...................................14
2.8 Redemption of Preferred Stock..........................15
ARTICLE III Miscellaneous.................................16
3.1 Access to Records......................................16
3.2 Remedies...............................................16
3.3 Entire Agreement; Amendment; Waiver....................16
3.4 Severability...........................................17
3.5 Notices................................................17
3.6 Binding Effect; Assignment.............................18
3.7 Governing Law..........................................18
3.8 Termination............................................18
3.9 Recapitalizations, Exchanges, Etc......................19
3.10 Action Necessary to Effectuate the Agreement...........19
3.11 Purchase for Investment; Legend on Certificate.........19
3.12 Effectiveness of Transfers.............................19
3.13 Additional Stockholders................................20
3.14 No Waiver..............................................20
3.15 Counterpart............................................20
3.16 Headings...............................................20
3.17 Number; Gender.........................................20
3.18 Consent to Jurisdiction................................20
3.19 WAIVER OF RIGHT TO JURY TRIAL..........................21
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STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement (this "Agreement") is entered
into as of the 16th day of April, 1997, by and among Syratech Corporation, a
Delaware corporation (the "Company"), those persons listed as Lee Group
Stockholders on the signature pages hereof (collectively, the "Lee Group
Stockholders"), and those persons listed as the Management Stockholders on the
signature pages hereof (the "Management Stockholders"). The Lee Group
Stockholders and the Management Stockholders are sometimes collectively referred
to herein as the "Stockholders."
WHEREAS, upon consummation of the transactions contemplated by
that certain Restated Agreement and Plan of Merger dated as of November 27,
1996, effective as of October 23, 1996, as amended (the "Merger Agreement") by
and between the Company and THL Transaction I Corp., the Stockholders will own
the number of shares of common stock, $.01 par value per share (the "Common
Stock") of the Company set forth opposite their respective names on Exhibit A
hereto; and
WHEREAS, each of the Stockholders desires to enter into this
Agreement for the purpose of regulating certain aspects of the Stockholders'
relationships with regard to the Company and certain restrictions on the Common
Stock owned by the Stockholders; and
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
ARTICLE I
Definitions
For the purposes of this Agreement, the following terms shall
be defined as follows:
Affiliate. An "Affiliate" of a specified person, corporation
or other entity shall mean a person, corporation or other entity which, directly
or indirectly, through one or more intermediaries, controls, or is controlled
by, or is under common control with, the corporation or other entity specified
and when used with respect to the Company or any Subsidiary of the Company,
shall include any holder of at least 5% of the capital stock, or any officer or
director, of the Company.
Associate. "Associate," (i) when used to indicate a
relationship with any Person shall mean, (a) any corporation or organization of
which such Person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent (10%) or more of any class of equity securities,
(b) any trust or other estate in which
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such Person has a substantial beneficial interest or as to which such Person
serves as a trustee or in a similar fiduciary capacity and (c) any relative of
such Person who has the same home as such Person, is a parent, aunt or uncle,
sibling, spouse, in-law, child, niece or nephew or grandchild of such Person, or
the spouse of any of them, or (ii) when used to indicate a relationship with the
Company, shall also mean a director or officer of the Company or any Subsidiary.
Neither the Company nor any of its Subsidiaries shall be deemed an Associate of
any Stockholder.
Board. The "Board" shall mean the Board of Directors of the
Company as the same shall be constituted from time to time.
Common Stock. "Common Stock" shall mean the Company's common
stock, $.01 par value, that the Company may be authorized to issue from time to
time, any other securities of the Company into which such Common Stock may
hereafter be changed or for which such Common Stock may be exchanged after
giving effect to the terms of such change or exchange (by way of reorganization,
recapitalization, merger, consolidation or otherwise) and shall also include any
common stock of the Company hereafter authorized and any capital stock of the
Company of any other class hereafter authorized which is not preferred as to
dividends or distribution of assets in liquidation over any other class of
capital stock of the Company and which has ordinary voting power for the
election of directors of the Company.
Company. The "Company" shall mean Syratech Corporation, a
Delaware corporation, and its successors and assigns.
Exchange Act. The "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
Merger Agreement. "Merger Agreement" shall have the meaning
set forth in the recitals set forth on the first page of this Agreement.
Permitted Transfer. A "Permitted Transfer" shall mean:
(a) a Transfer of Shares by any Stockholder who is a
natural person to such Stockholder's spouse, children,
grandchildren, parents or siblings or a trust for the benefit
of any of them;
(b) a bona fide pledge of Shares by a Stockholder to
a bank, financial institution or other lender reasonably
acceptable to the Company;
(c) a Transfer of Shares between any Stockholder who
is a natural person and such Stockholder's guardian or
conservator;
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(d) a bona fide gift of Shares by a Stockholder to a
charitable institution as defined in Section 501(c) of the
Internal Revenue Code of 1986, as amended; provided that if
such Transfer, together with all other Transfers by such
Stockholder pursuant to this paragraph (d), aggregates 5% or
less of the Shares owned by such Stockholder as of the date
hereof, such Transfer shall not require the consent of the
Company and the transferee thereof shall not be required to
execute a counterpart of this Agreement or be bound by the
provisions hereof; provided further that if such Transfer,
together with all other Transfers by such Stockholder pursuant
to this paragraph (d), aggregates in excess of 5% of such
Stockholder's Shares as of the date hereof, such Transfer must
be reasonably acceptable to the Company (other than with
respect to Transfers made by Leonard Florence), after notice
thereof, and the transferee thereof shall agree to be bound by
the provisions of Section 2.4 hereof;
(e) a Transfer of Shares from any Stockholder which
is a partnership to its partners, provided such Transfer is
reasonably acceptable to the Company;
(f) a Transfer of Shares from any Stockholder which
is a corporation or partnership to any Affiliate of such
Stockholder, provided such Transfer is reasonably acceptable
to the Company;
(g) a Transfer of Shares by a Lee Group Stockholder
to another Lee Group Stockholder or other employee of Thomas
H. Lee Company; or
(h) within 30 days of the date hereof, a Transfer of
Shares and shares of Preferred Stock (valued at not more than
$10 million in the aggregate), by one or more Lee Group
Stockholders to one or more limited partners of Thomas H. Lee
Equity Fund III, L.P. or one or more affiliates of such
limited partner.
No Permitted Transfer shall be effective unless and until the transferee of the
Shares so transferred, if such transferee is not already a party to this
Agreement, executes and delivers to the Company an executed counterpart of this
Agreement in accordance with the terms of Section 3.13 hereof. No Permitted
Transfer shall conflict with or result in any violation of a judgment, order,
decree, statute, law, ordinance, rule or regulation.
Permitted Transferee. A "Permitted Transferee" shall mean any
person or entity who shall have acquired and who shall hold shares pursuant to a
Permitted Transfer described above.
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Person. "Person" means an individual, corporation,
partnership, trust, or unincorporated association, or a government or any agency
or political subdivision thereof.
Preferred Stock. "Preferred Stock" shall mean the Company's
preferred stock, $.01 par value per share.
Public Offering. A "Public Offering" shall mean the completion
of a sale of Common Stock for the account of the Company in which the aggregate
gross proceeds to the Company equal at least $75,000,000 pursuant to a
registration statement which has been filed and declared effective under the
1933 Act, excluding registration statements on Form S-4, S-8 or similar limited
purpose forms and also excluding the registration of any equity security issued
to non-Affiliates of the Company as part of a bona fide debt offering of units
comprised of such equity security and a debt security of the Company.
Rule 144 Transaction. "Rule 144 Transaction" means a transfer
of Shares (A) complying with Rule 144 under the Securities Act as such Rule or a
successor thereto is in effect on the date of such transfer (but not including a
sale other than pursuant to a "brokers transaction" as defined in clauses (i)
and (ii) of paragraph (g) of Rule 144 as in effect on the date hereof) and (B)
occurring at a time when Shares are registered pursuant to Section 12 of the
Exchange Act.
Schedule. "Schedule' shall refer to the Schedule of
Stockholders attached hereto as Exhibit A.
Securities Act. The "Securities Act" shall mean the Securities
Act of 1933, as amended.
Shares. "Shares" shall mean all (i) shares of Common Stock
held by Stockholders from time to time, (ii) shares of Common Stock subsequently
held by Permitted Transferees who acquire them in one or more Permitted
Transfers, (iii) securities of the Company issued in exchange for, upon
reclassification of, or as a distribution in respect of, any of the foregoing.
Stockholder. "Stockholder" shall have the meaning set forth in
the first paragraph of this Agreement.
Subsidiary. "Subsidiary" with respect to any entity (the
"parent") shall mean any corporation, firm, association or trust of which such
parent, at the time in respect of which such term is used, (i) owns directly or
indirectly more than fifty percent (50%) of the equity or beneficial interest,
on a consolidated basis, and (ii) owns directly or controls with power to vote,
indirectly through one or more Subsidiaries, shares of capital stock or
beneficial interest having the power to cast for the election of directors,
trustees, managers or other officials having powers
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analogous to that of directors of a corporation. Unless otherwise specifically
indicated, when used herein the term Subsidiary shall refer to a direct or
indirect Subsidiary of the Company.
Synthetic Sale. "Synthetic Sale" shall mean any hedge, sale or
purchase of any derivative security or other action (other than Transfers
expressly permitted by the terms hereof) having the effect of reducing a
Stockholder's economic interest in Shares or reducing a Stockholder's exposure
to a decrease in fair market value of Shares.
Third Party. "Third Party" shall mean any person other than
the Company.
Transfer. "Transfer" shall mean to transfer, sell, assign,
pledge, hypothecate, give, create a security interest in or lien on, place in
trust (voting or otherwise), assign or in any other way encumber or dispose of,
directly or indirectly and whether or not by operation of law or for value, any
Shares.
ARTICLE II
Covenants and Conditions
2.1 Restrictions on Transfers; Right of First Refusal. No
Stockholder may Transfer all or any part of the Shares owned by any of them to
anyone other than a Permitted Transferee except in accordance with the following
procedures:
(a) If at any time a Stockholder desires to Transfer
Shares to anyone other than a Permitted Transferee (each, an
"Offeror"), such Offeror shall give notice of such offer (the
"Transfer Notice") to the Company. The Transfer Notice shall
state the terms and conditions of such offer, including the
name of the prospective purchaser, the proposed purchase price
per share of such Shares (the "Offer Price"), payment terms
(including a description of any proposed non-cash
consideration), the type of disposition and the number of such
Shares to be transferred ("Offered Shares"). The Transfer
Notice shall further state (i) that the Company may acquire,
in accordance with the provisions of this Agreement, any of
the Offered Shares for the price and upon the other terms and
conditions, including deferred payment (if applicable), set
forth therein, and (ii) that the Company may not purchase any
of such Offered Shares unless the Company purchases all of
such Offered Shares.
(b) For a period of thirty (30) business days after
receipt of the Transfer Notice (the "Option Period"), the
Company may, by
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notice in writing to the Offeror or Permitted Transferee
delivering such Transfer Notice, elect in writing to purchase
all, but not less than all, of the Offered Shares at the Offer
Price. The closing of the purchase of Offered Shares pursuant
to Section 2.1(b) or Section 2.1(c), as the case may be, shall
take place at the principal office of the Company on the tenth
(10th) day after the expiration of the Option Period. At such
Closing the Company shall deliver to the Offeror against
delivery of certificates duly endorsed and stock powers
representing the Offered Shares being acquired by the Company,
the Offer Price, on the same terms as set forth in the
Transfer Notice (including any non-cash consideration
described therein), payable in respect of the Offered Shares
being purchased by the Company. All of the foregoing
deliveries will be deemed to be made simultaneously and none
shall be deemed completed until all have been completed.
(c) Notwithstanding anything set forth in this
Section 2.1 to the contrary, prior to the termination of the
Option Period, the Board of Directors of the Company (the
"Board") may, in its sole discretion, elect to assign the
Company's right to purchase all, but not less than all, of the
Offered Shares pursuant to this Section 2.1 to the
Stockholders. If the Board so elects, the Company shall give
notice of such assignment to each Stockholder (the "Assignment
Notice"), indicating the number of Shares each such
Stockholder is entitled to purchase (including the right to
over-allotment of Offered Shares, if any), the Offer Price of
such Shares, and any other relevant payment terms. Within five
(5) days of the Assignment Notice, those Stockholders who
intend to purchase the Offered Shares pursuant to this Section
2.1(c) (the "Offered Shares Electing Stockholders") shall
notify the Company in writing of such intention, indicating
the number of Offered Shares (including over-allotments, if
any) they intend to purchase. The right to purchase such
Offered Shares shall be allocated to the Stockholders pro rata
(based on the number of Shares each Stockholder (together with
each such Stockholder's Permitted Transferees) owns in
relation to the total number of Shares owned by all of the
Stockholders); provided, however, that if any Stockholder does
not elect to purchase the number of Offered Shares which such
Stockholder (and its Permitted Transferees) may purchase
pursuant to this Section 2.1(c), then the Offered Shares
Electing Stockholders (and their Permitted Transferees) may
elect to purchase the remaining Offered Shares. The right to
purchase the remaining Offered Shares shall be allocated to
the Offered Shares Electing Stockholders pro rata (based on
the number of Shares each Offered Shares Electing Stockholder
(together with their Permitted Transferees) owns in relation
to the total number of Shares owned by all of the Offered
Shares Electing Stockholders).
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(d) If the Company or the Stockholders, as the case
may be, do not elect to purchase all of the Offered Shares,
all, but not less than all, of the Offered Shares may be
Transferred, but only in accordance with Sections 2.1(e) and
2.1(f) and the terms of the Transfer Notice, within sixty (60)
days after expiration of the Option Period, after which, if
the Offered Shares have not been Transferred, all restrictions
contained herein shall again be in full force and effect.
(e) Five (5) days prior to the closing of the
purchase of any Offered Shares pursuant to Section 2.1(d)
hereof (the "Closing"), the Offeror shall notify the Company
of the disposition of the Offered Shares, including the name
of each purchaser and the number of shares bought by each
purchaser. The Closing shall take place no later than sixty
(60) days after the expiration of the Option Period. At such
Closing, each purchaser of Offered Shares shall deliver to the
Offeror against delivery of certificates duly endorsed and
stock powers representing the Offered Shares being acquired by
such purchaser, the Offer Price, on the same terms as set
forth in the Transfer Notice (including any non-cash
consideration described therein), payable in respect of the
Offered Shares being purchased by such purchaser. All of the
foregoing deliveries will be deemed to be made simultaneously
and none shall be deemed completed until all have been
completed.
(f) Any Transfer of Shares pursuant to this Section
2.1 shall remain subject to the Transfer restrictions of this
Agreement and each intended transferee pursuant to this
Section shall execute and deliver to the Company a counterpart
of this Agreement, which shall evidence such transferee's
agreement that the Shares intended to be transferred shall
continue to be subject to this Agreement and that as to such
Shares the transferee shall be bound by the restrictions of
this Agreement as a Stockholder hereunder.
(g) Any Stockholder who is the subject of an
Involuntary Transfer (as defined below) (the "Transferring
Stockholder"), shall notify the Company in writing within ten
(10) days of such Involuntary Transfer but the failure to give
such notice shall not affect the rights of the parties
hereunder. Upon the Company's receipt of such notice, the
Company shall treat the Involuntary Transfer as an offer under
this Section 2.1. The Company shall act upon the deemed offer
under this Section within the time periods and following the
applicable procedures set forth in this Section 2.1, with the
date of the deemed offer being the later of the date of the
Company's receipt of written notice setting forth the
existence of such an Involuntary Transfer and the date of such
Involuntary Transfer, such later date being the date of
notification for the purpose of Section 2.1.
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(h) The purchase price for the Shares being
transferred as a result of an Involuntary Transfer under
Sections 2.1(g) shall be fair market value, as fair market
value is agreed to by the Company and the transferee in each
such Involuntary Transfer, or if no such agreement is reached,
as determined by an independent appraiser selected by the
Company and reasonably acceptable to the transferee in such
Involuntary Transfer. All costs of any appraisal under this
Section 2.1(h) shall be paid by the Company.
(i) For purposes of this Agreement, the term
"Involuntary Transfer" shall mean any involuntary sale,
transfer, encumbrance or other disposition by or in which any
Stockholder shall be deprived or divested of any right, title
or interest in or to any Shares, including without limitation,
any levy of execution, transfer in connection with bankruptcy,
reorganization, insolvency or similar proceedings or any
transfer to a public officer or agency pursuant to any
abandoned property or escheat law. A Transfer pursuant to
Section 2.2 hereof shall not be deemed to be an Involuntary
Transfer.
(j) Except as otherwise provided herein, for one year
from the date hereof, no Stockholder may sell any Shares in a
Rule 144 Transaction.
(k) The provisions of this Section 2.1 shall not
apply to a Transfer of Shares which is (i) a Permitted
Transfer, (ii) pursuant to a Public Offering, (iii) for any
Lee Group Stockholder, made after a Public Offering, pursuant
to a Rule 144 Transaction, (iv) made by Leonard Florence or
(v) for any Management Stockholder other than Leonard
Florence, made after the later of (A) a Public Offering and
(B) one year from the date hereof, in either case, pursuant to
a Rule 144 Transaction.
2.2 Call by the Company.
(a) If the employment of a Management Stockholder
other than Leonard Florence by the Company or any of its
Subsidiaries shall terminate for Cause (as such term is
defined in such Management Stockholder's employment agreement
with the Company or in the case of Faye A. Florence, as
defined in the Amended and Restated Employment Agreement
between the Company and Leonard Florence) (a "Call Event")
prior to the earlier of (i) three (3) years from the date
hereof or (ii) the completion of the Company's initial Public
Offering, the Company shall have the right to purchase (the
"Call Option"), by delivery of a written notice (the "Call
Notice") to such terminated Management Stockholder no later
than ninety (90) days after the date of
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such Call Event, and such Management Stockholder and such
Management Stockholder's Permitted Transferees (the "Call
Group") shall be required to sell all (but not less than all)
of the Shares which are owned by the members of the Call Group
on the date of such Call Event (collectively, the "Call
Securities") at a price per share equal to the Call Price (as
defined in Section 2.2(c) below) applicable to such Shares.
(b) Notwithstanding anything set forth in this
Section 2.2 to the contrary, prior to the exercise of the Call
Option by the Company, the Board may, in its sole discretion,
elect to assign the Company's right to exercise the Call
Option to purchase all, but not less than all, of the Call
Securities to the Stockholders. If the Board so elects, the
Company shall give notice of such assignment to each
Stockholder (the "Call Assignment Notice"), indicating the
number of Call Securities each such Stockholder is entitled to
purchase (including the right to over-allotment of Call
Securities, if any), the Call Price applicable to such Shares
and the date of the closing of such purchase under this
Section 2.2. Within five (5) days of the Call Assignment
Notice, those Stockholders who intend to purchase Call
Securities pursuant to this Section 2.2(b) (the "Call
Securities Electing Stockholders"), shall notify the Company
in writing of such intention, indicating the number of Call
Securities (including over-allotments, if any) they intend to
purchase. The right to purchase such Call Securities shall be
allocated to the Stockholders pro rata (based on the number of
Shares each Stockholder (together with each such Stockholder's
Permitted Transferees) owns in relation to the total number of
Shares owned by all of the Stockholders); provided, however,
that if any Stockholder does not elect to purchase the number
of Call Securities which such Stockholder (and its Permitted
Transferees) may purchase pursuant to this Section 2.2(b),
then the Call Securities Electing Stockholders (and their
Permitted Transferees) may elect to purchase the remaining
Call Securities. The right to purchase the remaining Call
Securities shall be allocated to the Call Securities Electing
Stockholders pro rata (based on the number of Shares each Call
Securities Electing Stockholder (together with their Permitted
Transferees) owns in relation to the total number of Shares
owned by all of the Call Securities Electing Stockholders).
(c) For purposes of this Section 2.2, the term "Call
Price" shall mean the fair market value (as reasonably
determined by the Board in good faith) of the Shares;
provided, however, that for purposes of this section (c), for
a period of twelve (12) months from the date hereof, the term
"fair market value" shall mean (A) for Shares
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held as of the date hereof, $32 per Share and (B) for Shares
acquired after the date hereof, the purchase price thereof.
(d) The closing of any purchase of Call Securities by
the Company pursuant to Sections 2.2(a) or 2.2(b) shall take
place at the principal office of the Company on the tenth
(10th) business day after the date of the Call Notice. At such
closing, the Company, the Stockholders or the Designated
Employee, as the case may be, shall deliver to the Call Group,
against delivery of certificates duly endorsed and stock
powers representing the Call Securities, a certified check or
checks payable to the Management Stockholder and/or the
Permitted Transferees, as the case may be, in an amount equal
to the aggregate Call Price payable in respect of such Call
Securities. All of the foregoing deliveries will be deemed to
be made simultaneously and none shall be deemed completed
until all have been completed.
(e) Notwithstanding anything set forth in this
Section 2.2 to the contrary, prior to the exercise by the
Company of its Call Option to purchase Call Securities
pursuant to this Section 2.2, one or more new or existing
employees of the Company or any Subsidiary may, in the sole
discretion of the Board, be designated by the Board
(individually a "Designated Employee" and collectively,
"Designated Employees") who shall have the right, but not the
obligation, to exercise the Call Option and to acquire, in
lieu of the Company, some or all (as determined by the
Company) of the Call Securities that the Company is entitled
to purchase from the Call Group hereunder, for cash and on the
same terms and conditions as set forth in Section 2.2(d) which
apply to the repurchase of Call Securities by the Company.
Concurrently with any such purchase of Call Securities by any
such Designated Employee, such Designated Employee who is not
already a Management Stockholder shall execute a counterpart
of this Agreement whereupon such Designated Employee shall be
deemed a "Management Stockholder" and shall have the same
rights and be bound by the same obligations as a Management
Stockholder hereunder.
(f) If neither the Company nor any Designated
Employee elect to exercise the Call Option and deliver a Call
Notice within 90 days of a Call Event, then the Call Option
provided in this Section 2.2 shall terminate but the
Management Stockholder or his Permitted Transferees shall
continue to hold such Call Securities pursuant to all of the
other provisions of this Agreement.
2.3 Come Along. Except as provided in Section 2.3(c) hereof,
no Stockholder shall Transfer more than 2.5% of the outstanding Common Stock of
the Company to a Third Party who is not a Permitted Transferee without complying
with
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the terms and conditions set forth in Section 2.3(a) and 2.3(b) below; provided,
however, that this Section 2.3 shall not in any way limit or affect the
restrictions of Section 2.1.
(a) Any Stockholder, when desiring to Transfer Shares
(the "Transferor"), shall give not less than seven (7) days
prior written notice of such intended Transfer to each other
Stockholder and to the Company. Such notice (the
"Participation Notice") shall set forth the terms and
conditions of such proposed Transfer, including the name of
the prospective transferee, the number of Shares proposed to
be transferred (the "Participation Securities") by the
Transferor, the purchase price per share proposed to be paid
therefor and the payment terms and type of transfer to be
effectuated. Within five (5) days following the delivery of
the Participation Notice by the Transferor to each other
Stockholder and to the Company, each Stockholder desiring to
participate in such proposed Transfer (each, a "Participating
Offeree") shall, by notice in writing to the Transferor and to
the Company, have the opportunity and right to sell to the
purchasers in such proposed Transfer (upon the same terms and
conditions as the Transferor) up to that number of Shares
owned by such Participating Offeree as shall equal the product
of (i) a fraction, the numerator of which is the number of
Shares owned by such Participating Offeree as of the date of
such proposed Transfer and the denominator of which is the
number of Shares actually owned as of the date of such
Participation Notice by the Transferor and by all
Participating Offerees multiplied by (ii) the number of
Participation Securities. The amount of Participation
Securities to be sold by the Transferor shall be reduced to
the extent necessary to provide for such sales of Shares by
Participating Offerees.
(b) At the closing of any proposed Transfer in
respect of which a Participation Notice has been delivered,
the Transferor, together with all Participating Offerees,
shall deliver to the proposed transferee certificates
evidencing the Shares to be sold thereto duly endorsed with
stock powers and shall receive in exchange therefor the
consideration to be paid or delivered by the proposed
transferee in respect of such Shares as described in the
Participation Notice.
(c) The provisions of this Section 2.3 shall not
apply to (i) any Permitted Transfer, (ii) any Transfer
pursuant to a Public Offering or (iii) any Transfer pursuant
to Section 2.4.
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2.4 Take Along.
(a) If a Stockholder or a group of Stockholders
owning in excess of 50% of the then outstanding shares of
Common Stock (collectively, the "Take Along Group"), determine
to sell or exchange (in a business combination or otherwise)
in one or a series of bona fide arms-length transactions to a
Third Party who is not an Affiliate of the Take Along Group,
80% or more of the Shares owned by the Take Along Group, when
upon five (5) days written notice by the Take Along Group to
each other Stockholder, which notice shall include reasonable
details of the proposed sale or exchange including the
proposed time and place of closing and the consideration to be
received by the Take Along Group (such notice being referred
to as the "Sale Request"), each other Stockholder (each, a
"Seller") shall be obligated to, and shall sell, transfer, and
deliver, or cause to be sold, transferred and delivered, to
such Third Party on the same terms as the Take Along Group,
that number of Shares owned by such Seller as shall equal the
product of (A) a fraction, the numerator of which is the
number of Shares proposed to be transferred by the Take Along
Group as of the date of such Sale Request and the denominator
of which is the aggregate number of Shares actually owned as
of date of such Sale Request by the Take Along Group,
multiplied by (B) the number of Shares actually owned as of
the date of such Sale Request by such Seller. Each Seller
shall (i) deliver certificates for all of its Shares at the
closing of the proposed Transfer, free and clear of all
claims, liens and encumbrances and (ii) if stockholder
approval of the transaction is required, vote his or her
Shares in favor thereof.
(b) The provisions of this Section 2.4 shall not
apply to (i) any Transfer pursuant to a Public Offering, or
(ii) a Permitted Transfer.
2.5 Preemptive Rights.
(a) Preemptive Right. The Company hereby grants to
each Stockholder so long as it shall own any Shares or, if
sooner, until a Public Offering, the right to purchase up to a
pro rata portion of New Securities (as defined in paragraph
(b) below) which the Company, from time to time, proposes to
sell or issue following the date hereof. A Stockholder's pro
rata portion, for purposes of this Section 2.5, is the product
of (i) a fraction, the numerator of which is the number of
outstanding Shares which such Stockholder then owns and the
denominator of which is the total number of Shares of Common
Stock then actually outstanding on a fully diluted basis after
giving effect to the exercise of all options, warrants and the
like and the conversion of
12
all securities convertible into or exchangeable for Common
Stock, multiplied by (ii) the number of New Securities the
Company proposes to sell or issue.
(b) Definition of New Securities. "New Securities"
shall mean any Common Stock of the Company whether now
authorized or not, any rights, options or warrants to purchase
Common Stock and any indebtedness or preferred stock of the
Company which is convertible into Common Stock (or which is
convertible into a security which is, in turn, convertible
into Common Stock); provided that the term "New Securities"
does not include (i) indebtedness of the Company; (ii) Common
Stock issued as a stock dividend to all holders of Common
Stock pro rata or upon any subdivision or combination of
shares of Common Stock; (iii) the issuance of securities of
the Company pursuant to a Public Offering or merger; (iv) any
employee stock options approved by the Board of Directors of
the Company; (v) Common Stock issued in exchange for the
cancellation or retirement of any debt securities of the
Company or in connection with any restructuring or other
financial workout of the Company; (vi) Common Stock issued to
non-Affiliates of the Company as part of a bona fide debt
offering of units comprised of such Common Stock and a debt
security of the Company; or (vii) the issuance of any Common
Stock upon the exercise or conversion of any rights, options
or warrants to purchase Common Stock.
(c) Notice from the Company. In the event the Company
proposes to issue New Securities, the Company shall give each
Stockholder who has a preemptive right under this Section 2.5
written notice of such proposal, describing the type of New
Securities and the price and the terms upon which the Company
proposes to issue the same. For a period of five (5) days
following the delivery of such notice by the Company, the
Company shall be deemed to have irrevocably offered to sell to
each Stockholder its pro rata share of such New Securities for
the price and upon the terms specified in the notice. Each
Stockholder may exercise its preemptive rights hereunder by
giving written notice to the Company and stating therein the
quantity of New Securities to be purchased.
(d) Sale by the Company. In the event any Stockholder
who has a preemptive right under this Section 2.5 fails to
exercise in full its preemptive right within said five (5) day
period, the Company shall have one hundred twenty (120) days
thereafter to sell the New Securities with respect to which
the preemptive right was not exercised, at a price and upon
terms no more favorable to the purchasers thereof
13
than specified in the Company's notice given pursuant to
Section 2.5(c).
(e) Closing. The Closing for any such issuance shall
take place as proposed by the Company with respect to the
Shares to be issued, at which Closing the Company shall
deliver certificates for the shares in the respective names of
the purchasing Stockholders against receipt of payment
therefor.
2.6 Synthetic Sales. Any Synthetic Sales by a Management
Stockholder then employed by the Company or any of its Subsidiaries shall
require the prior written approval of the Board.
2.7 Corporate Governance. Until the completion of a Public
Offering by the Company:
(a) Election of Directors. The Company's Board of
Directors shall consist of nine (9) members, five (5) of whom
shall be designated by a majority in interest of the Lee Group
Stockholders, and four (4) of whom shall be designated by a
majority in interest of the shares held by the Management
Stockholders (one (1) of which shall be the Chief Executive
Officer of the Company). The initial Board of Directors shall
consist of: (i) David V. Harkins, Thomas M. Hagerty, Scott A.
Schoen, Kent R. Weldon and Seth W. Lawry (as the designees of
the Lee Group Stockholders) and (ii) Leonard Florence, E.
Merle Randolph, Alan R. Kanter and Melvin L. Levine (as the
designees of the Management Stockholders, with Mr. Florence
being the Company's Chief Executive Officer).
(b) Removal and Replacement of Director Designees.
Any Stockholder Group (as defined below) entitled to designate
Directors hereunder shall also be entitled to request that the
director designated by that Stockholder Group pursuant to this
Section 2.7 be removed or replaced and the other Stockholders
hereby agree to take any action, including the voting of their
Shares or instructing their Director designee or designees to
take action to effectuate such request. Each such Stockholder
Group shall be entitled to take any action contemplated by
this Section 2.7(b) by the vote or written consent of a
majority in interest of the Stockholders comprising such
Stockholder Group. For purposes hereof, "Stockholder Group"
shall mean any of (i) the Lee Group Stockholders or (ii) the
Management Stockholders, in each case, with such group's
Permitted Transferees. The Company shall not in any case be
deemed to be a member of any Stockholder Group (whether or not
the Company repurchases any Shares).
14
(c) Restrictions on Other Agreements. No Stockholder
shall grant any proxy or enter into or agree to be bound by
any voting trust with respect to the Shares nor shall any
Stockholder enter into any stockholders agreements or
arrangements of any kind with any person with respect to the
Shares on terms which conflict with the provisions of this
Agreement (whether or not such agreements and arrangements are
with other Stockholders), including but not limited to,
agreements or arrangements with respect to the acquisition,
disposition or voting of Shares inconsistent herewith.
(d) Stockholder Action. Each Stockholder agrees that,
in its capacity as a stockholder of the Company, such
Stockholder will vote, or grant proxies relating to such
Shares to vote, all of its Shares of Common Stock in favor of
any merger, consolidation, sale or transfer of Shares or any
similar transaction pursuant to Section 2.4 hereof if, and to
the extent that, approval of the Company's stockholders is
required in order to effect such transaction.
(e) Related Transactions. Except for agreements dated
prior to the date hereof or agreements of even date herewith
entered into and delivered in connection with the
Recapitalization, or as otherwise approved by a disinterested
majority of the Board of Directors, the Company shall not, and
shall not permit any Subsidiary to, enter into any
transaction, on a basis less favorable than would at the time
be obtainable for a comparable transaction in arm's-length
dealing with a Third Party who is not an Affiliate of the
Company or any Stockholder, with any director, officer,
employee or holder of more than 5% of the outstanding shares
of Common Stock of the Company, member of the family of any
such person, or any Person in which in such person, or members
of the family of any such person, is a director, officer,
trustee, partner or holder of more than 5% of the outstanding
capital stock thereof.
2.8 Redemption of Preferred Stock. The Lee Group Stockholders
agree that, subject to the restrictions in the Company's debt agreements, if in
connection with a proposed public offering of equity securities of the Company,
a majority of the members of the Company's Board of Directors who have been
designated by the Management Stockholders request that the Preferred Stock be
redeemed in accordance with its terms, the Lee Group Stockholders will consent
to such redemption.
15
ARTICLE III
Miscellaneous
3.1 Access to Records. The Company agrees to afford to each
Stockholder and their respective employees, counsel and other authorized
representatives, as well as to each director designated by any of them, free and
full access, at all reasonable times, to all books, records and properties of
the Company and to all officers of the corporation and those other employees of
the Company having responsibility for financial or accounting matters generally,
for any reasonable purpose whatsoever. Each Investor shall maintain the
confidentiality of any confidential and proprietary information of the Company
("Proprietary Information") using the same standard of care as it applies to its
own confidential information, except for any Proprietary Information which is
publicly available or a matter of public knowledge generally. Nothing herein
shall prevent any Stockholder from using Proprietary Information to monitor its
investment in the Company or to enforce its rights under this Agreement or from
disclosing a summary of Proprietary Information to the partners of such
Stockholder as to the performance of the Company.
3.2 Remedies. The parties to this Agreement acknowledge and
agree that the covenants of the Company and the Stockholders set forth in this
Agreement may be enforced in equity by a decree requiring specific performance.
In the event of a breach of any material provision of this Agreement, the
aggrieved party will be entitled to institute and prosecute proceeding in any
court of competent jurisdiction to enforce specific performance of such
provision, as well as to obtain damages for breach of this Agreement. Without
limiting the foregoing, if any dispute arises concerning the sale or other
disposition of any of the Shares subject to this Agreement or concerning any
other provisions hereof or the obligations of the parties hereunder, the parties
to this Agreement agree that an injunction may be issued in connection therewith
(including, without limitation, restraining the sale or other disposition of
such Shares or rescinding any such sale or other disposition). Such remedies
shall be cumulative and non-exclusive and shall be in addition to any other
rights and remedies the parties may have under this Agreement or otherwise.
3.3 Entire Agreement; Amendment; Waiver. This Agreement,
together with the Schedule hereto, sets forth the entire understanding of the
parties, and as of the Closing contemplated by the Merger Agreement supersedes
all prior agreements and all other arrangements and communications, whether oral
or written, with respect to the subject matter hereof. The Schedule may be
amended to reflect changes in the composition of the Stockholders and changes in
stock ownership that may occur from time to time as a result of Permitted
Transfers or Transfers permitted under Article II hereof. Amendments to the
Schedule reflecting Permitted Transfers or Transfers permitted under Article II
hereof shall become effective when a copy of the Agreement as executed by any
new transferee, are filed with the Company, except as otherwise provided in
Section 3.13 hereof. Any other amendments to, or the
16
termination of, this Agreement shall require the prior written consent of a
majority in interest of each of the Lee Group Stockholders and the Management
Stockholders. Notwithstanding the preceding sentence, no consent by a majority
in interest of any such Stockholder group which owns less than 5% of the fully
diluted Common Stock then outstanding shall be necessary to make such other
amendments to this Agreement; provided, however, that no amendment may adversely
affect the Lee Group Stockholders, or the Management Stockholders at any time,
unless consented to in writing by a majority in interest of such adversely
affected group. Notwithstanding any provisions to the contrary contained herein,
any party may waive any rights with respect to which such party is entitled to
the benefits under this Agreement. No waiver of or consent to any departure from
any provision of this Agreement shall be effective unless signed in writing by
the party entitled to the benefit thereof.
3.4 Severability. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if the invalid
or unenforceable provision were omitted.
3.5 Notices. All notices and other communications necessary or
contemplated under this Agreement shall be in writing and shall be delivered in
the manner specified herein or, in the absence of such specification, shall be
deemed to have been duly given three business days after mailing by certified
mail, when delivered by hand upon confirmation of receipt by telecopy, or one
day after sending by overnight delivery service, to the respective addresses of
the parties set forth below:
(a) For notices and communications to the Management
Stockholders, to the respective addresses set forth in the
Schedule, with a copy to in each case to:
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128
Attention: Faye A. Florence
Facsimile: (617) 568-1361
(b)(i) or notices and communications to the Company:
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128
Attention: President
Facsimile: (617) 561-0275
17
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
Attention: James L. Purcell, Esq.
Facsimile: (212) 373-2145
(ii) for notices and communications to the Lee Group
Stockholders, to the respective addresses set forth in the Schedule;
(iii) in the case of each of (i) and (ii) above, with a copy
to:
Hutchins, Wheeler & Dittmar
101 Federal Street
Boston, MA 02110
Attention: James Westra, Esq.
Facsimile: (617) 951-1295
By notice complying with the foregoing provisions of this Section 3.5, each
party shall have the right to change the mailing address for future notices and
communications to such party.
3.6 Binding Effect; Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and to their
respective transferees, successors and assigns; provided, however, that the
rights under this Agreement may not be assigned except as expressly provided
herein, it being understood that the Company's rights hereunder may be assigned
by the Company to any corporation which is the surviving entity in a merger,
consolidation or like event involving the Company. No such assignment shall
relieve an assignor of its obligations hereunder.
3.7 Governing Law. This Agreement shall be governed by the
laws of the State of Delaware (regardless of the laws that might otherwise
govern under applicable Delaware principles of conflicts of law) as to all
matters, including but not limited to matters of validity, construction, effect,
performance and remedies.
3.8 Termination. Without affecting any other provision of this
Agreement requiring termination of any rights in favor of any Stockholder,
Permitted Transferee or any other transferee of Shares, the provisions of
Article II of this Agreement shall terminate as to such Stockholder, Permitted
Transferee or other transferee, when, pursuant to and in accordance with this
Agreement, such Stockholder, Permitted Transferee or other transferee, as the
case may be, no longer owns any Shares; provided, that termination pursuant to
this Section 3.8 shall only occur in respect of a Stockholder after all
Permitted Transferees in respect thereof also no longer own any Shares. As
provided above, the provisions of Sections 2.3
18
and 2.5 shall not apply to the Shares owned by Stockholders following a Public
Offering.
3.9 Recapitalizations, Exchanges, Etc. The provisions of this
Agreement shall apply, to the full extent set forth herein with respect to
Shares, to any and all shares of capital stock of the Company or any successor
or assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for, or in
substitution of the Shares, by reason of a stock dividend, stock split, stock
issuance, reverse stock split, combination, recapitalization, reclassification,
merger, consolidation or otherwise.
3.10 Action Necessary to Effectuate the Agreement. The parties
hereto agree to take or cause to be taken all such corporate and other action as
may be necessary to effect the intent and purposes of this Agreement.
3.11 Purchase for Investment; Legend on Certificate. Each of
the parties acknowledges that all of the Shares held by such party are being (or
have been) acquired for investment and not with a view to the distribution
thereof and that no transfer, hypothecation or assignment of Shares may be made
except in compliance with applicable federal and state securities laws. All the
certificates of Shares of the Company which are now or hereafter owned by the
Stockholders and which are subject to the terms of this Agreement shall have
endorsed in writing, stamped or printed, thereon the following legend:
THESE SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS,
INCLUDING RESTRICTIONS ON TRANSFER, OF A STOCKHOLDERS'
AGREEMENT DATED AS OF APRIL 16, 1997 AS AMENDED FROM TIME TO
TIME. A COPY OF THE STOCKHOLDERS' AGREEMENT IS ON FILE WITH
THE SECRETARY OF THE COMPANY AND WILL BE MAILED TO ANY
PROPERLY INTERESTED PERSON WITHOUT CHARGE UPON THE COMPANY'S
RECEIPT OF A WRITTEN REQUEST THEREFOR.
All shares shall also bear all legends required by federal and
state securities laws.
3.12 Effectiveness of Transfers. All Shares transferred by a
Stockholder (other than pursuant to an effective registration statement under
the Securities Act or pursuant to a Rule 144 Transaction) shall, except as
otherwise expressly stated herein, be held by the Transferee thereof pursuant to
this Agreement. Such Transferee shall, except as otherwise expressly stated
herein, have all the rights and be subject to all of the obligations of a
Stockholder under this Agreement (as though such party had so agreed pursuant to
Section 3.13 hereof) automatically and without requiring any further act by such
transferee or by any parties to this
19
Agreement. Without affecting the preceding sentence, if such transferee is not a
Stockholder on the date of such transfer, then such transferee, as a condition
to such transfer, shall confirm such transferee's obligations hereunder in
accordance with Section 3.13 hereof. No Shares shall be transferred on the
Company's books and records, and no transfer of Shares shall be otherwise
effective, unless any such transfer is made in accordance with the terms and
conditions of this Agreement, and the Company is hereby authorized by all of the
Stockholders to enter appropriate stop transfer notations on its transfer
records to give effect to this Agreement.
3.13 Additional Stockholders. Subject to the restrictions on
transfers of Shares contained herein and except as otherwise set forth in
paragraph (d) of the definition of "Permitted Transfer," any person or entity
who is not already a Stockholder acquiring Shares (except for transferees
acquiring Shares in an offering registered under the Securities Act or in a Rule
144 Transaction), shall, on or before the transfer or issuance to it of Shares,
sign a counterpart signature page hereto in form reasonably satisfactory to the
Company and shall thereby become a party to this Agreement to be bound hereunder
as (i) a Management Stockholder if a Permitted Transferee or an employee of the
Company or any of its Subsidiaries or (ii) a Lee Group Stockholder if a
Permitted Transferee or an employee or affiliate of Thomas H. Lee Company;
provided that a transferee which is a Permitted Transferee under clause (b) of
the definition of Permitted Transferee shall not be obligated to so agree until
foreclosure on its pledge.
3.14 No Waiver. No course of dealing and no delay on the part
of any party hereto in exercising any right, power or remedy conferred by this
Agreement shall operate as waiver thereof or otherwise prejudice such party's
rights, powers and remedies. No single or partial exercise of any rights, powers
or remedies conferred by this Agreement shall preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.
3.15 Counterpart. This Agreement may be executed in two or
more counterparts each of which shall be deemed an original but all of which
together shall constitute one and the same instrument, and all signatures need
not appear on any one counterpart.
3.16 Headings. All headings and captions in this Agreement are
for purposes of reference only and shall not be construed to limit or affect the
substance of this Agreement.
3.17 Number; Gender. When the context so requires, the
singular shall include the plural and the plural shall include the singular and
the gender of any pronoun shall include the other genders.
3.18 Consent to Jurisdiction. The Company and each of the
Stockholders, by its or his execution hereof, (i) hereby irrevocably submit to
the
20
exclusive jurisdiction of the state courts of the Commonwealth of Massachusetts
for the purposes of any claim or action arising out of or based upon this
Agreement or relating to the subject matter hereof, (ii) hereby waive, to the
extent not prohibited by applicable law and agree not to assert by way of
motion, as a defense or otherwise, in any such claim or action, any claim that
it or he is not subject personally to the jurisdiction of the above-named
courts, that its or his property is exempt or immune from attachment or
execution, that any such proceeding brought in the above-named court is
improper, or that this Agreement or the subject matter hereof may not be
enforced in or by such court, and (iii) hereby agree not to commence any claim
or action arising out of or based upon this Agreement or relating to the subject
matter hereof other than before the above-named courts nor to make any motion or
take any other action seeking or intending to cause the transfer or removal of
any such claim or action to any court other than the above-named courts whether
on the grounds of inconvenient forum or otherwise. The Company and each of the
Stockholders hereby consent to service of process in any such proceeding in any
manner permitted by Massachusetts law, and agree that service of process by
registered or certified mail, return receipt requested, at its address specified
pursuant to Section 3.4 hereof is reasonably calculated to give actual notice.
3.19 WAIVER OF RIGHT TO JURY TRIAL. THE COMPANY AND EACH OF
THE STOCKHOLDERS, BY ITS OR HIS EXECUTION HEREOF, WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS TRANSACTION AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY
BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE COMPANY AND EACH OF
THE STOCKHOLDERS ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN
ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER
IN THEIR RELATED FUTURE DEALINGS. THE COMPANY AND EACH OF THE STOCKHOLDERS
FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS OR
HIS, AS THE CASE MAY BE, LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS OR HIS, AS THE CASE MAY BE, JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR TO ANY OTHER DOCUMENTS
21
OR AGREEMENTS RELATING TO THE TRANSACTION CONTEMPLATED HEREBY. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
[Remainder of Page Intentionally Left Blank]
22
SYRATECH CORPORATION
STOCKHOLDERS' AGREEMENT
Counterpart Signature Page
IN WITNESS WHEREOF, the parties have executed this Agreement
as an instrument under SEAL as of the date first above written.
SYRATECH CORPORATION
By: /s/ Faye A. Florence
-------------------------
Title:
LEE GROUP STOCKHOLDERS:
THOMAS H. LEE EQUITY FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, General Partner
By: THL Equity Trust III, General Partner
By: /s/ Scott A. Schoen
-------------------------
Title:
THOMAS H. LEE FOREIGN FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, General Partner
By: THL Equity Trust III, General Partner
By: /s/ Scott A. Schoen
-------------------------
Title:
THL CO-INVESTORS III-A, LLC
By: /s/ Scott A. Schoen
-------------------------
Title:
THL CO-INVESTORS III-B, LLC
By: /s/ Scott A. Schoen
-------------------------
Title:
23
MANAGEMENT STOCKHOLDERS:
/s/ Leonard Florence
---------------------------------
Leonard Florence
/s/ E. Merle Randolph
---------------------------------
E. Merle Randolph
/s/ Alan R. Kanter
---------------------------------
Alan R. Kanter
/s/ Melvin L. Levine
---------------------------------
Melvin L. Levine
/s/ Faye A. Florence
---------------------------------
Faye A. Florence
24
EXHIBIT A
Schedule of Stockholders
No. of Shares of
Name and Address of Stockholder No. of Shares Preferred Stock
- ------------------------------- ------------- ----------------
LEE GROUP STOCKHOLDERS
c/o Thomas H. Lee Company
75 State Street
Boston, MA 02109
Attention: Scott A. Schoen
Facsimile: (617) 227-3514
Thomas H. Lee Equity Fund III, L.P. 2,016,567 15,443
Thomas H. Lee Foreign Fund III, L.P. 124,779 956
THL Co-Investors III-A, LLC 127,412 975
THL Co-Investors III-B, LLC 81,772 626
MANAGEMENT STOCKHOLDERS
c/o Syratech Corporation
175 McClellan Highway
East Boston, MA 02128
Leonard Florence 528,472
E. Merle Randolph 30,875
Alan R. Kanter 48,232
Melvin L. Levine 41,132
Fay A. Florence 3,527
25