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EXHIBIT 4(b)(3)
SHARE PURCHASE AND BUY BACK AGREEMENT
THIS SHARE PURCHASE AND BUY BACK AGREEMENT (this "AGREEMENT"), made as of
the 1st day of January 2003 by and between Tecnomatix Technologies Ltd., a
company duly incorporated under the laws of the State of Israel, with offices
located at 16 Hagalim Avenue, Herzelia, Israel (the "COMPANY"), and Harel
Beit-On, an individual residing at 7 Haganim Street, Kfar Shmaryahu, Israel
("MR. BEIT-ON") (each, a "PARTY", together, the "PARTIES).
WITNESSETH:
WHEREAS, on October 9, 1998 and June 9, 1999, the Company provided to
Mr. Beit-On, its Chairman of the Board of Directors and Chief Executive Officer,
two loans (the "LOANS") in an aggregate principal amount of U.S. $1,020,000 (one
million twenty thousand United States Dollar), due on December 31, 2002; and
WHEREAS, the outstanding amount of the Loans (principal and accrued
interest thereon) as of December 31, 2002 is U.S. $1,257,629 (one million two
hundred fifty seven thousand six hundred twenty nine United States Dollar) (the
"DEBT"), and pursuant to the terms of the Loans the Debt is payable on December
31, 2002; and
WHEREAS, the Parties contemplate that the payment of the Debt to the
Company shall be made by Mr. Beit-On by a combination of a buy-back by the
Company of the Shares (as defined below) owned by Mr. Beit-On and a cash payment
to the Company; and
WHEREAS, the Company desires to purchase and buy back, and Mr. Beit-On
desires to sell, the Shares in consideration for a purchase price that will be
paid by setting off of a portion of the Debt, subject to the terms and
conditions of this Agreement; and
WHEREAS, the Company has sufficient retained earnings to effect the
purchase and buy back of the Shares from Mr. Beit-On in accordance with the
provisions of the Israeli Companies Law 1999 (the "COMPANIES LAW");
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1. SALE AND BUY BACK OF THE SHARES
On the terms and subject to the conditions set forth in this Agreement,
upon signing of this Agreement, Mr. Beit-On sells and transfers to the Company,
and the Company purchases, buys back and accepts from Mr. Beit-On, 110,000
(hundred ten thousand) ordinary shares (the "SHARES") of the Company, par value
NIS 0.01 per share, free and clear of any mortgage, deed, trust, escrow, pledge,
hypothecation, security interest, encumbrance, restriction, claim, lien, lease,
charge, third party right of any kind whatsoever, proxies, voting trust and
other voting agreements and calls or commitments of any kind (collectively, the
"LIENS"). Mr. Beit-On delivers to the Company upon signing of this Agreement a
duly executed share transfer deed in the form of EXHIBIT A with respect to the
Shares.
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2. PURCHASE PRICE
2.1 In consideration of the sale and transfer of the Shares and subject to
Section 3 herein, the Company shall pay to Mr. Beit-On, as described below, a
total amount of U.S. $843,700 (eight hundred forty-three thousand seven hundred
United States Dollar) (the "PURCHASE PRICE") at a price per Share of US$ 7.67,
which is the average close price of the ordinary share of the Company on the
Nasdaq National Market during the three-month period immediately preceding
January 1, 2003.
2.2 The payment of the Purchase Price shall be made by the Company by
setting off of an amount equal to the Purchase Price from the Debt. Accordingly,
upon transfer of the Shares to the Company as described above, the Debt, to the
extent of an amount equal to the Purchase Price, shall be deemed to have been
repaid in full to the Company and shall no longer be due and outstanding and the
Company shall not be required to make any additional payment to Mr. Beit-On in
connection with the payment of the Purchase Price other than the set off
described above. Any remaining amounts of the Debt shall be repaid by Mr. Beit
On in accordance with the terms of the Loans or as otherwise agreed between the
Parties.
3. CORPORATE APPROVALS
This Agreement and the transactions contemplated thereby are subject to the
approvals of the Audit Committee, the Board of Directors and shareholders of the
Company pursuant to the requirements of the Companies Law.
4. REPRESENTATIONS AND WARRANTIES
4.1 Each Party hereby represents and warrants that, subject to Section 3
above, it has all necessary power and authority to enter into, execute and
deliver this Agreement and to perform all of the obligations to be performed by
it hereunder. Subject to Section 3, this Agreement has been duly authorized,
executed and delivered by such Party and constitutes a valid and binding
obligation of such Party, enforceable against such Party in accordance with its
terms. Neither the execution and delivery of this Agreement by each Party nor
the performance or consummation of the transactions contemplated hereby by such
Party will conflict with, result in the breach or violation of, or constitute a
default under (x) any applicable law, rule or regulation, judgment, order, writ,
decree, permit or license, (y) any contract, agreement, commitment or instrument
to which such Party is a party or by which it is bound, or (z) any governing
document of such Party, if any.
4.2 Mr. Beit-On represents and warrants that he owns all right, title and
interest in and to all of the Shares free and clear of any Liens. Upon delivery
of the Shares to the Company and payment therefor in accordance with the terms
of this Agreement, the Company will receive good title to the Shares free and
clear of any Liens.
4.3 Each Party represents that it is entering into this Agreement
regardless of any information, investigation, knowledge or review that such
Party has made or could have made with respect to the Company and its business,
affairs, condition or otherwise and that it will not have any claim or demand in
connection with this Agreement in the event that in the future it learns of any
information not known to such Party today with respect to such matters.
5. TAXES
All taxes, if any, applicable to the sale of the Shares hereunder shall be
borne by Mr. Beit-On.
6. COOPERATION
The Parties hereto shall cooperate fully with each other in furnishing any
information or performing any action or executing any document, in each case,
reasonably requested by any such other Party, which information, action or
document is necessary to the prompt and successful consummation of the
transactions contemplated by this Agreement.
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7. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Israel,
without reference to its conflict of laws principles. All disputes arising out
of this Agreement shall be subject to the exclusive jurisdiction and venue of
the competent courts in the State of Israel in the District of Tel
Aviv. Mr. Beit-On and the Company hereby expressly consent to (i) the personal
jurisdiction and venue of the above-mentioned courts; and (ii) service of
process being effected by registered mail as set forth in Section 8 below.
8. NOTICES
Any notice required or permitted by this Agreement shall be in writing and
shall be deemed given if sent by prepaid registered or certified mail, return
receipt requested (if available), or sent by facsimile or similar communication,
and confirmed by such mail, postage prepaid, addressed to each respective Party
at its principal address.
9. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and assigns. None of the rights,
privileges, or obligations set forth in, arising under, or created by this
Agreement may be assigned or transferred without the prior written consent in
writing of the Parties. Any transfer in violation of this Section 9 shall be
null and void.
10. ENTIRE AGREEMENT; AMENDMENTS
This Agreement and the Exhibit attached hereto represent the entire
understanding and agreement between the Parties hereto with respect to the
subject matter hereof and supersedes all prior oral and written and all
contemporaneous oral negotiations, commitments and understandings between the
Parties except as expressly provided herein. Mr. Beit-On and the Company, may
amend or modify this Agreement, in such manner as may be agreed upon, by a
written instrument executed by Mr. Beit-On and the Company.
11. SECTION HEADINGS
The section headings of this Agreement are for the convenience of the
Parties only and in no way alter, modify, amend, limit, or restrict the
contractual obligations of the Parties.
12. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this
Agreement.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same Agreement.
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement hereto
and on the date first above written.
TECNOMATIX TECHNOLOGIES LTD. By: /s/ Harel Beit-On
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HAREL BEIT-ON
By: /s/ Avi Zeevi
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Name: Avi Zeevi
Title: Director
By: /s/ Oren Steinberg
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Name: Oren Steinberg
Title: Chief Financial Officer and
Executive Vice-President
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EXHIBIT A
SHARE TRANSFER DEED
The undersigned, Harel Beit-On of 7 Haganim Street, Kfar Shmaryahu, Israel (the
"Seller"), for valuable consideration, does hereby transfer to Tecnomatix
Technologies Ltd. of 16 Hagalim Avenue, Herzliya, Israel (the "Purchaser"),
110,000 Ordinary Shares par value NIS 0.01, in Tecnomatix Technologies Ltd. (the
"Shares"), to hold unto the Purchaser, its custodian and attorney, subject to
all the conditions on which the Seller holds same; and the Purchaser, does
hereby agree to take the Shares subject to the conditions aforesaid.
Dated this first day of January, 2003
/s/ HAREL BEIT-ON
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The Seller: HAREL BEIT-ON The Purchaser: TECNOMATIX TECHNOLOGIES LTD.
By: /s/ Avi Zeevi
--------------------------------------------
Name: Avi Zeevi
Title: Director
By: /s/ Oren Steinberg
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Name: Oren Steinberg
Title: Executive Vice President and Chief Financial
Officer