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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
SelecTronics, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
816314108
(CUSIP Number)
Martin S. Wagner
Assistant Secretary
Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, Connecticut 06904-1600
(203) 968-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. / /
Check the following box if a fee is being paid with this statement. / /
CUSIP No. 816314108
______________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Xerox Corporation I.R.S. Identification Number 16-0468020
______________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
______________________________________________________________________________
(3) SEC Use Only
______________________________________________________________________________
(4) Source of Funds (See Instructions)
WC, OO
______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
______________________________________________________________________________
(6) Citizenship or Place of Organization
New York
______________________________________________________________________________
(7) Sole Voting Power
15,751,651 Shares of Common Stock (See Item 5 hereof)
____________________________________________________________
Number of Shares
Beneficially (8) Shared Voting Power -- None
Owned by Each ____________________________________________________________
Reporting
Person With (9) Sole Dispositive Power
15,751,651 Shares of Common Stock (See Item 5 hereof)
____________________________________________________________
(10) Shared Dispositive Power -- None
______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
31,823,651 Shares of Common Stock (See Items 3 and 5 hereof)
______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
______________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
Approximately 50% (See Item 5 hereof)
______________________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO
______________________________________________________________________________
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the Common
Stock, par value $0.01 per share (the "Common Stock"), of SelecTronics, Inc.,
a Delaware corporation ("SelecTronics"). SelecTronics' principal executive
offices are located at Two Tobey Village Office Park, Pittsford, New York
14534.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Xerox Corporation, a New York corporation
("Xerox"), whose principal executive offices are located at P.O. Box 1600,
800 Long Ridge Road, Stamford, Connecticut 06904-1600. Xerox is a global
company engaged in worldwide Document Processing businesses.
Set forth below is the name of each director of Xerox, the present principal
occupation of such director and the business address of such director:
DIRECTOR'S PRESENT PRINCIPAL
NAME OCCUPATION (1) ADDRESS (2)
Paul A. President and Chief Xerox Corporation
Allaire Executive Officer 800 Long Ridge Road
P.O. Box 1600
Stamford, CT 06904-1600
Robert A. Chairman Emeritus of The Prudential Insurance Company
Beck the Board of America
Corporate Office, Prudential Plaza
Newark, NJ 07101
Joan Ganz Chairman of the Children's Television Workshop
Cooney Executive Committee One Lincoln Plaza
of the Board New York, NY 10023
B.R. Chairman of the Executive Suite 650-221
Inman Committee, Science 3300 Bee Cave Road
Applications International Austin, TX 78747
Corporation
Vernon E. Partner Akin, Gump, Strauss, Hauer & Feld
Jordan, Jr. 1333 New Hampshire Ave, N.W.,
Suite 400
Washington, D.C. 20036
Yotaro Chairman and Chief Fuji Xerox Co., Ltd.
Kobayashi Executive Officer 3-5 Akasaka 3-chome
Minato-ku, Tokyo 107, Japan
Hilmar Spokesman of the Board Deutsche Bank AG
Kopper of Managing Directors Taunusanlage 12
60262 Frankfurt, Germany
Ralph S. Chairman and Chief Johnson & Johnson
Larsen Executive Officer One Johnson & Johnson Plaza
New Brunswick, NJ 08933
John D. Principal JDM Investment Group
Macomber 2806 N Street, N.W.
Washington, D.C. 20007
Nicholas J. Former President and Time Warner Inc.
Nicholas, Co-Chief Executive Officer 1271 Avenue of the Americas
Jr. Rm. 3457
New York, NY 10020
John E. President Procter & Gamble Company
Pepper, Jr. One Procter & Gamble Plaza
Cincinnati, OH 45202
Martha R. John M. Olin Foundation Karl Eller Center, Room 501
Seger Distinguished Fellow University of Arizona Business
School
Tucson, AZ 85721
Thomas C. Chairman Continental Bank, N.A.
Theobald 231 South LaSalle
Chicago, IL 60697
_____________________________
(1) The name of the organization in which the present principal occupation
of each director is conducted appears in the business address of such
director set forth next to such director's present principal occupation.
(2) Unless otherwise noted, the address is that of the organization in which
each director's present principal occupation is conducted, which is also
the business address of such director.
Each of the directors named above (other than Messrs. Yotaro Kobayashi and
Hilmar Kopper) is a United States citizen. Mr. Kobayashi is a citizen of
Japan, and Mr. Kopper is a citizen of Germany.
Set forth below is the name of each executive officer of Xerox and the title
of such officer at Xerox:
OFFICER'S NAME TITLE
Paul A. Allaire Chairman of the Board and Chief Executive Officer,
Chairman of the Executive Committee of the Board
Wayland R. Hicks Executive Vice President
A. Barry Rand Executive Vice President
Barry D. Romeril Executive Vice President and Chief Financial Officer
Stuart B. Ross Executive Vice President
Peter van Cuylenburg Executive Vice President
William F. Buehler Senior Vice President
Allan E. Dugan Senior Vice President
Julius L. Marcus Senior Vice President
Mark B. Myers Senior Vice President
David R. Myerscough Senior Vice President
Richard S. Paul Senior Vice President and General Counsel
Leonard Vickers Senior Vice President
Patricia C. Barron Vice President
Richard S. Barton Vice President
John Seely Brown Vice President
Charles E. Buchheit Vice President
Ronald B. Campbell, Jr. Vice President
David T. Erwin Vice President
Eunice M. Filter Vice President, Treasurer and Secretary
Phillip D. Fishbach Vice President
David W. Grainger Vice President
Maurice F. Holmes Vice President
Charles P. Holt Vice President
James H. Lesko Vice President
Roger E. Levien Vice President
John A. Lopiano Vice President
Patrick J. Martin Vice President
John R. Milligan Vice President
Alan R. Monahan Vice President
Anne M. Mulcahy Vice President
Colin J. O'Brien Vice President
Russell Y. Okasako Vice President
Wilbur I. Pittman Vice President
Norman E. Rickard Vice President
Ronald E. Rider Vice President
Raghunandan D. Sachdev Vice President and Controller
Brian E. Stern Vice President
Patricia M. Wallington Vice President
The organization in which the present principal occupation of each of the
executive officers named above is conducted is Xerox, the principal
executive offices of which are located at P.O. Box 1600, 800 Long Ridge
Road, Stamford, Connecticut 06904-1600. Each of the officers named above
(other than Messrs. Romeril, van Cuylenburg and Vickers) is a United States
citizen. Messrs. Romeril, van Cuylenburg and Vickers are citizens of Great
Britain.
During the past five years, neither Xerox nor, to its knowledge, any of
its directors or executive officers named in this Item 2 has been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
From February 1991 to September 1993, Xerox advanced to SelecTronics various
loans, totaling $1,130,000 in aggregate principal amount (the "Xerox Loans"),
the proceeds of which were used for working capital purposes by SelecTronics
and its wholly-owned subsidiary, Microlytics, Inc., a New York corporation
("Microlytics"). The Xerox Loans were evidenced by the following demand
promissory notes issued to Xerox by SelecTronics (collectively, the "Xerox
Notes"): $100,000 10% Promissory Note dated February 20, 1991, $75,000 10%
Promissory Note dated February 28, 1991, $250,000 10% Promissory Note dated
April 2, 1991, $50,000 10% Promissory Note dated June 3, 1991, $50,000 10%
Promissory Note dated June 5, 1991, $75,000 10% Promissory Note dated June
18, 1991, $150,000 10% Promissory Note dated June 24, 1991, $100,000 10%
Promissory Note dated August 9, 1991, $180,000 8% Promissory Note dated
August 2, 1993 and $100,000 8% Promissory Note dated September 14, 1993.
In connection with the Xerox Loans, SelecTronics issued to Xerox warrants to
purchase an aggregate of 1,030,000 shares of Common Stock (collectively, the
"Warrants") at varying exercise prices. The Warrants are exercisable at any
time and expire on the fifth anniversary of the date of issue. For a
description of the terms and provisions of the Warrants, reference is hereby
made to the Warrants, copies of which are filed as Exhibits (1) through (4)
hereto and incorporated herein by reference.
In addition, pursuant to an Option Agreement dated May 21, 1990 between Xerox
and Michael Weiner, Xerox purchased an option to purchase at any time
1,000,000 shares of Common Stock owned by Michael Weiner (the "Option"). As
consideration for the grant of the Option, Xerox paid Michael Weiner a sum of
$500,000.
In March 1994, the Board of Directors of SelecTronics resolved to reduce
outstanding indebtedness of SelecTronics and, accordingly, approved the
issuance of shares of Common Stock at $0.10 per share or, at the option of
Xerox, shares of Convertible Preferred Stock of SelecTronics, par value $1.00
per share ("Convertible Preferred Stock"), at $1.00 per share, in exchange
for Xerox' forgiveness of all amounts due and owing under the Xerox Notes,
including all accrued and unpaid interest thereon. In order to issue Common
Stock or Convertible Preferred Stock, the Board of Directors and shareholders
of SelecTronics approved an amendment of the Certificate of Incorporation of
SelecTronics (the "Amended Certificate of Incorporation"), authorizing the
increase in the number of authorized shares of Common Stock to 125,000,000
and the issuance of up to 5,000,000 shares of Convertible Preferred Stock.
The shares of Convertible Preferred Stock are convertible, at any time at the
election of the holder thereof, into shares of Common Stock at a ratio
approximately equal to ten shares of Common Stock to one share of Convertible
Preferred Stock ("ten-to-one ratio"). In addition, the shares of Convertible
Preferred Stock may be redeemed by SelecTronics at any time after the filing
with the Securities and Exchange Commission of SelecTronics' Annual Report on
Form 10-KSB for the fiscal year ending March 31, 1995 at the ten-to-one
ratio. The Convertible Preferred Stock does not have any ordinary voting
power. For a description of the terms and provisions of the Convertible
Preferred Stock, reference is hereby made to the Certificate of Amendment of
Certificate of Incorporation of SelecTronics dated March 2, 1994, a copy of
which is filed as Exhibit (5) hereto and incorporated herein by reference.
Pursuant to a letter agreement dated March 2, 1994 between Microlytics, Inc.
and Xerox (the "Xerox Conversion Agreement"), on March 19, 1994, Xerox
converted all amounts due and owing under the Xerox Notes, including all
accrued and unpaid interest thereon, into 1,404,200 shares of Convertible
Preferred Stock (the "Conversion"). The Xerox Conversion Agreement further
provides that Xerox shall have the right from time to time, at Xerox' option
and so long as the shares of Convertible Preferred Stock have not been fully
converted into, or redeemed in exchange for, shares of Common Stock, to
designate a nominee to the Board of Directors of SelecTronics, which
designee shall be subject to the written approval of SelecTronics. The
Xerox Conversion Agreement also provides that, in addition to the redemption
rights set forth in the Amended Certificate of Incorporation, SelecTronics
may at any time redeem the shares of Convertible Preferred Stock issued to
Xerox in exchange for shares of Common Stock at the ten-to-one ratio, in the
event that SelecTronics issues shares of Common Stock in a single offering
for an aggregate purchase price of at least $1,000,000. For a description
of the terms and provisions of the Conversion, reference is hereby made to
the Xerox Conversion Agreement, a copy of which is filed as Exhibit (6)
hereto and incorporated herein by reference.
Xerox' working capital was used to advance the Xerox Loans. As stated in
Amendment No. 1, general corporate funds of Xerox were used to purchase the
Option. No funds were used to effect the Conversion.
ITEM 4. PURPOSE OF TRANSACTION
As stated in Item 3 above, as a result of the Conversion, on May 19, 1994,
Xerox acquired 1,404,200 shares of Convertible Preferred Stock, which shares
are convertible at any time at Xerox' option into 14,042,000 shares of
Common Stock. In addition, by virtue of its ownership of the Option and the
Warrants, Xerox may be deemed to beneficially own an additional 2,030,000
shares of Common Stock. The acquisition of the Convertible Preferred Stock,
Option and Warrants have been made for investment purposes only.
(a) To Xerox' knowledge, on May 19, 1994, in exchange for the forgiveness
of certain indebtedness owed to Renaissance Capital Partners, Ltd.
("Renaissance") by SelecTronics and/or Microlytics, Renaissance acquired
1,556,654 shares of Convertible Preferred Stock, which shares are
convertible at any time at Renaissance's option into 15,566,540 shares of
Common Stock.
(b) - (f) Xerox does not have any plans or proposals which relate to or
would result in any of the actions described in paragraphs (b) through (f)
of Item 4.
(g) As stated in Item 3 above, the Certificate of Incorporation of
SelecTronics was amended to authorize the increase in the number of
authorized shares of Common Stock to 125,000,000 and the issuance of up to
5,000,000 shares of Convertible Preferred Stock.
(h) - (j) Xerox does not have any plans or proposals which relate to or
would result in any of the actions described in paragraphs (h) through (j)
of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As stated in Item 3 above, Xerox beneficially owns an aggregate of
31,823,651 shares of Common Stock, of which 14,042,000 shares are
represented by 1,404,200 shares of Convertible Preferred Stock, 1,030,000
shares by the Warrants and 1,000,000 shares by the Option. Xerox owns the
remaining 15,751,651 shares directly in the form of Common Stock. The
31,823,651 shares of Common Stock represent approximately 50% of 63,441,714
shares, (3) the total number of shares of Common Stock outstanding as at
December 31, 1993. To Xerox' knowledge, none of its directors and
executive officers named in Item 2 above beneficially owns any shares of
Common Stock.
(b) Xerox presently has sole power to vote or to direct the vote and to
dispose or direct the disposition of 15,751,651 shares of Common Stock.
Should Xerox elect to convert the Convertible Preferred Stock it presently
owns into shares of Common Stock and/or exercise the Warrants and/or Option,
it will have the power to vote or to direct the vote and to dispose or
direct the disposition of such shares of Common Stock as may be acquired
upon conversion and/or exercise thereof. To Xerox' knowledge, none of its
directors and executive officers named in Item 2 above has either sole or
shared power to vote or to direct the vote or to dispose or direct the
disposition of any shares of Common Stock.
(c) Except as otherwise described herein, including, without limitation,
Item 6 hereof, neither Xerox nor, to its knowledge, any of its directors
and executive officers named in Item 2 above has effected any transaction
in shares of Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
_____________________________
(3) The total number of shares of Common Stock outstanding as at May
20, 1994 is calculated as follows: 48,269,714 shares of Common Stock
issued and outstanding as at May 20, 1994, plus 14,042,000 shares of
Common Stock which are subject to the conversion privilege represented by
the 1,404,200 shares of Convertible Preferred Stock, plus 1,030,000 shares
of Common Stock which are subject to the Warrants, plus 1,000,000 shares
of Common Stock which are subject to the Option.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as stated in Items 3, 4 and 5 above, neither Xerox nor, to its
knowledge, any of its directors and executive officers named in Item 2
above has any contracts, arrangements, understandings or relationships
(legal or otherwise), with any person with respect to any securities of
SelecTronics, including, but not limited to, those enumerated in Item 6
of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
(1) Warrant to purchase 100,000 shares of Common Stock dated
February 20, 1991 between Selectronics and Xerox.
(2) Warrant to purchase 75,000 shares of Common Stock dated
February 28, 1991 between Selectronics and Xerox.
(3) Warrant to purchase 675,000 shares of Common Stock dated
August 9, 1991 between Selectronics and Xerox.
(4) Warrant to purchase 180,000 shares of Common Stock dated
August 2, 1993 between Selectronics and Xerox.
(5) Certificate of Amendment of Certificate of Incorporation
of SelecTronics dated March 2, 1994.
(6) Xerox Conversion Agreement dated March 2, 1994, made by
SelecTronics, and agreed to and accepted by Xerox and
Microlytics.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
June 8, 1994 XEROX CORPORATION
By:Martin S. Wagner
Assistant Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(1) Warrant to purchase 100,000 shares of Common Stock dated
February 20, 1991 between Selectronics and Xerox.
(2) Warrant to purchase 75,000 shares of Common Stock dated
February 28, 1991 between Selectronics and Xerox.
(3) Warrant to purchase 675,000 shares of Common Stock dated
August 9, 1991 between Selectronics and Xerox.
(4) Warrant to purchase 180,000 shares of Common Stock dated
August 2, 1993 between Selectronics and Xerox.
(5) Certificate of Amendment of Certificate of Incorporation of
SelecTronics dated March 2, 1994.
(6) Xerox Conversion Agreement dated March 2, 1994, made by
SelecTronics, and agreed to and accepted by Xerox and
Microlytics.
EXHIBIT (1)
WARRANT
This Warrant Grant is made this 20th day of February, 1991, between
SelecTronics, Inc., a Delaware corporation (herein referred to as the
"Company") and Xerox Corporation (herein referred to as "Xerox").
WITNESSETH:
1. The Company hereby grants to Xerox for good and valuable consideration
received a warrant to purchase an aggregate of 100,000 shares of the $.01
par value Common Stock of the Company (herein referred to as "Shares"), at
a price of $.50 per share, which is the fair market value of common stock
on the date that this warrant is granted.
2. The warrant may be exercised at any time or from time to time as to
all or any part of the Shares then available for exercise.
3. This warrant, to the extent not exercised, shall expire on the fifth
anniversary of the warrant date.
4. The warrant is not transferable by Xerox.
5. In order for the warrant to be exercised, in whole or in part, Xerox
must give notice to the Company in writing and the notice must be
accompanied by payment in full of the warrant exercise price for the
Shares being purchased.
6. Upon the exercise of the warrant, Xerox shall not thereafter transfer,
encumber, or dispose of the Shares so purchased unless: (a) an effective
registration statement covering such Shares is filled pursuant to the
Securities Act of 1933, as amended, and applicable state law; or (b) an
opinion letter of Xerox' counsel is obtained, satisfactory to the Company
and its counsel, that such transfer is not in violation of any applicable
federal or state securities laws or regulations.
7. This warrant shall be binding upon and inure to the benefit of any
successor or assignee of the Company and to any successor of Xerox.
IN WITNESS WHEREOF, the Company has caused this warrant to be executed in
its behalf by its duly authorized officer and to be sealed with its
corporate seal, attested by its Secretary or Assistant Secretary.
Dated: February 20, 1991
Pittsford, New York
ATTEST: SELECTRONICS, INC.
_______________________ By:_______________________
EXHIBIT (2)
WARRANT
This Warrant Grant is made this 28th day of February, 1991, between
SelecTronics, Inc., a Delaware corporation (herein referred to as the
"Company") and Xerox Corporation (herein referred to as "Xerox").
WITNESSETH:
1. The Company hereby grants to Xerox for good and valuable consideration
received a warrant to purchase an aggregate of 75,000 shares of the $.01
par value Common Stock of the Company (herein referred to as "Shares"), at
a price of $.50 per share, which is the fair market value of common stock
on the date that this warrant is granted.
2. The warrant may be exercised at any time or from time to time as to
all or any part of the Shares then available for exercise.
3. This warrant, to the extent not exercised, shall expire on the fifth
anniversary of the warrant date.
4. The warrant is not transferable by Xerox.
5. In order for the warrant to be exercised, in whole or in part, Xerox
must give notice to the Company in writing and the notice must be
accompanied by payment in full of the warrant exercise price for the
Shares being purchased.
6. Upon the exercise of the warrant, Xerox shall not thereafter transfer,
encumber, or dispose of the Shares so purchased unless: (a) an effective
registration statement covering such Shares is filled pursuant to the
Securities Act of 1933, as amended, and applicable state law; or (b) an
opinion letter of Xerox' counsel is obtained, satisfactory to the Company
and its counsel, that such transfer is not in violation of any applicable
federal or state securities laws or regulations.
7. This warrant shall be binding upon and inure to the benefit of any
successor or assignee of the Company and to any successor of Xerox.
IN WITNESS WHEREOF, the Company has caused this warrant to be executed
in its behalf by its duly authorized officer and to be sealed with its
corporate seal, attested by its Secretary or Assistant Secretary.
Dated: February 28, 1991
Pittsford, New York
ATTEST: SELECTRONICS, INC.
_______________________ By:_______________________
EXHIBIT (3)
WARRANT
This Warrant Grant is made this 9th day of August, 1991, between
SelecTronics, Inc., a Delaware corporation (herein referred to as the
"Company") and Xerox Corporation (herein referred to as "Xerox").
WITNESSETH:
1. The Company hereby grants to Xerox for good and valuable consideration
received a warrant to purchase an aggregate of 675,000 shares of the $.01
par value Common Stock of the Company (herein referred to as "Shares").
The price shall be the lower of (i) twenty five cents ($.25) per Common
Share, or (ii) the lowest price per share realized in a public or private
sale by the Company of its Common Stock in any transaction closed after
the date of this Warrant in which such transaction the aggregate gross
sales price was one million dollars ($1,000,000) or more.
2. The warrant may be exercised at any time or from time to time as to
all or any part of the Shares then available for exercise.
3. This warrant, to the extent not exercised, shall expire on the fifth
anniversary of the warrant date.
4. The warrant is not transferable by Xerox.
5. In order for the warrant to be exercised, in whole or in part, Xerox
must give notice to the Company in writing and the notice must be
accompanied by payment in full of the warrant exercise price for the
Shares being purchased.
6. Upon the exercise of the warrant, Xerox shall not thereafter transfer,
encumber, or dispose of the Shares so purchased unless: (a) an effective
registration statement covering such Shares is filled pursuant to the
Securities Act of 1933, as amended, and applicable state law; or (b) an
opinion letter of Xerox' counsel is obtained, satisfactory to the Company
and its counsel, that such transfer is not in violation of any applicable
federal or state securities laws or regulations.
7. This warrant shall be binding upon and inure to the benefit of any
successor or assignee of the Company and to any successor of Xerox.
IN WITNESS WHEREOF, the Company has caused this warrant to be executed
in its behalf by its duly authorized officer and to be sealed with its
corporate seal, attested by its Secretary or Assistant Secretary.
Dated: August 9, 1991
Pittsford, New York
ATTEST: SELECTRONICS, INC.
_______________________ By:_______________________
EXHIBIT (4)
WARRANT
This Warrant Grant is made this 2nd day of August, 1993, between
SelecTronics, Inc., a Delaware corporation (herein referred to as the
"Company") and Xerox Corporation (herein referred to as "Xerox").
WITNESSETH:
1. The Company hereby grants to Xerox for good and valuable consideration
received a warrant to purchase an aggregate of 675,000 shares of the $.01
par value Common Stock of the Company (herein referred to as "Shares").
The price shall be the lower of (i) ten cents ($.10) per Common
Share, or (ii) the lowest price per share realized in a public or private
sale by the Company of its Common Stock in any transaction closed after
the date of this Warrant in which such transaction the aggregate gross
sales price was one million dollars ($1,000,000) or more.
2. The warrant may be exercised at any time or from time to time as to
all or any part of the Shares then available for exercise.
3. This warrant, to the extent not exercised, shall expire on the fifth
anniversary of the warrant date.
4. The warrant is not transferable by Xerox.
5. In order for the warrant to be exercised, in whole or in part, Xerox
must give notice to the Company in writing and the notice must be
accompanied by payment in full of the warrant exercise price for the
Shares being purchased.
6. Upon the exercise of the warrant, Xerox shall not thereafter transfer,
encumber, or dispose of the Shares so purchased unless: (a) an effective
registration statement covering such Shares is filled pursuant to the
Securities Act of 1933, as amended, and applicable state law; or (b) an
opinion letter of Xerox' counsel is obtained, satisfactory to the Company
and its counsel, that such transfer is not in violation of any applicable
federal or state securities laws or regulations.
7. This warrant shall be binding upon and inure to the benefit of any
successor or assignee of the Company and to any successor of Xerox.
IN WITNESS WHEREOF, the Company has caused this warrant to be executed
in its behalf by its duly authorized officer and to be sealed with its
corporate seal, attested by its Secretary or Assistant Secretary.
Dated: August 2, 1993
Pittsford, New York
ATTEST: SELECTRONICS, INC.
_______________________ By:_______________________
EXHIBIT (5)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SELECTRONICS, INC.
SELECTRONICS, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does
hereby certify:
FIRST: That in accordance with the Unanimous Written Consent of
the Board of Directors of SelecTronics, Inc. (the "Corporation"),
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said Corporation, declaring said
amendment to be advisable and directing that the resolutions be considered
by the stockholders of said Corporation. The resolutions setting forth
the proposed amendment are as follows:
RESOLVED, that Article IV of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
ARTICLE IV
The total authorized shares of this Corporation shall consist of One
Hundred Twenty-Five Million (125,000,000) voting common shares having a
par value of One Cent ($.01) per share, and Five Million (5,000,000)
shares of convertible preferred stock having a par value of One Dollar
($1.00) per share. The designation, relative rights, preferences, and
limitations of all shares of the preferred stock (hereinafter, the
"Preferred Stock") shall be as follows:
A. DIVIDENDS. During any fiscal year in which the Corporation has earned
a profit from operations (as determined by the Board of Directors after
giving effect to any and all provisions for federal, state and local income
tax) the holders of shares of Preferred Stock shall be entitled to receive,
out of funds legally available therefor, annual dividends at an annual rate
equal to six percent (6%) of the original purchase price paid for said
shares. The dividends on the shares of Preferred Stock, to the extent
granted, shall be cumulative from and after the date of the original
purchase of each share and shall be payable in priority to any dividends
on the common shares of the Corporation and no dividend shall be paid or
set apart for payment on the common shares of the Corporation in any
fiscal year unless and until all such accumulated dividends on the
Preferred Stock for all applicable previous fiscal years shall have been
paid or set apart for payment in full, but without interest.
B. VOTING RIGHTS. Except as otherwise expressly provided by law, the
holders of Preferred Stock shall have no voting rights, and shall not be
entitled to notice of meetings of shareholders and the exclusive voting
rights shall be vested in the holders of the common shares of the
Corporation. In the event that the Board of Directors of the Corporation
does not declare a dividend on the Preferred Stock for two (2) consecutive
years, the holders of the Preferred Stock, voting as a class, will be
entitled to elect a majority of the directors of the Corporation.
C. CONVERTIBILITY. The Preferred Stock shall be convertible (together
with any and all accrued but unpaid dividends), at any time at the
election of the holder hereof, into a number of shares of common stock
equal to the quotient obtained by dividing (i) the original purchase price,
together with any accrued but unpaid dividends, by (ii) $.10 (the
"Conversion Price"). The conversion privilege of any Preferred Stock shall
be deemed to have been exercised when the Corporation shall have received
the certificate evidencing the shares of Preferred Stock appropriately
endorsed to reflect conversion in accordance with the foregoing; whereupon
the Corporation shall promptly issue shares of its common stock and shall
deliver a stock certificate to the holder evidencing the shares of common
stock issued in the conversion. Upon conversion of shares of Preferred
Stock, the holder of Preferred Stock shall enjoy all of the rights of
common stock ownership as to the shares converted.
In the event that the Corporation effectuates a stock split, a reverse
stock split, or any other recapitalization whereby one share of common
stock of the Corporation is converted into a different number of such
shares, the number of shares of common stock subject to the conversion
rights of holder and the conversion ratio herein set forth above shall
be adjusted to reflect the terms and conditions of said stock split,
reverse stock split or other recapitalization event.
D. RIGHTS UPON LIQUIDATION. Upon the liquidation or dissolution of the
Corporation, the holders of the Preferred Stock shall be entitled to
receive and be paid the sum of One Dollar ($1.00) for each of such
holder's shares of Preferred Stock held by them, plus an amount equal to
all accrued and unpaid dividends thereon, from the date of issuance to
the date of payment, and in each case before anything shall be paid to or
on account of the common shares of the Corporation. The consolidation and
merger of the Corporation with any other corporation or corporations shall
not be deemed a dissolution or liquidation of the Corporation within the
meaning of this paragraph.
E. REDEMPTION. The shares of Preferred Stock shall be redeemable by the
Corporation, as a whole at any time or in part from time to time, at the
option of the Board of Directors of the Corporation, upon thirty (30) days
prior written notice given to the holders, after the filing of the
Corporation's Annual Report on Form 10-KSB for the fiscal year ending
March 31, 1995 with the Securities and Exchange Commission (assuming that
no event materially adverse to the operations or financial condition of
the Corporation has occurred that has not been cured), or upon the
occurrence of such other events as the Board of Directors may determine
from time to time at the time of issuance of any such Preferred Stock.
The shares of Preferred Stock, together with any accrued but unpaid
dividends, when and if redeemed, shall be redeemed in exchange for the
number of shares of common stock of the Corporation equal to the product
obtained by multiplying (i) the original purchase price, together with
any and all accrued but unpaid dividends, by (ii) 10. All shares of
Preferred Stock so redeemed shall, at the option of the Board of
Directors of the Corporation, be cancelled and retired in such manner as
may be prescribed by law, or held in the treasury of the Corporation.
F. LIMITATIONS. Except as herein provided, the holders of shares of
the Preferred Stock shall not be entitled to participate in the earnings
or the assets of the Corporation.
G. PREEMPTIVE RIGHTS. No holder of shares of the Preferred Stock of
this Corporation shall be entitled, as such, as a matter of preemptive
right, to subscribe for, purchase or otherwise acquire any part of the
new or additional issue of shares of the Corporation of any class
whatsoever, or of the securities convertible into or exchangeable for
shares of the Corporation of any class whatsoever, or of any warrants or
other instruments evidencing rights or options to subscribe for,
purchase or otherwise acquire such shares or securities, whether such
shares be now or hereafter authorized and whether such shares,
securities or warrants or other instruments be issued for cash, property
or services.
SECOND: Thereafter, pursuant to a resolution of its Board of
Directors, the foregoing resolution was adopted by the written consent of
a majority of the stockholders of the Corporation entitled to vote thereon,
and written notice of the foregoing Certificate of Amendment of Certificate
of Incorporation of the Corporation was given in accordance with Section
228 of the General Corporation Law of the State of Delaware.
THIRD: That said resolution was duly adopted in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Corporation will not be reduced under
or by reason of the foregoing amendment.
IN WITNESS WHEREOF, said SelecTronics, Inc. has caused this
Certificate of Amendment to be signed by Roy W. Haythorn, its President,
and attested by Gregory J. Gordon, its Assistant Secretary, this 2nd day
of March, 1994.
SELECTRONICS, INC.
By: Roy W. Haythorn, President
ATTEST:
Gregory J. Gordon, Assistant Secretary
EXHIBIT (6)
SELECTRONICS
Two Tobey Village Office Park
Pittsford, New York 14534
716 248 3875
Fax: 716 248 3868
March 2, 1994
Xerox Corporation
800 Long Ridge Road
Stamford, Connecticut 06903
Attention: Mr. Donald E. Riley, President of Xerox Venture Capital
Re: CONVERSION TO SELECTRONICS, INC. CAPITAL STOCK
Dear Don:
This letter will confirm the terms and conditions upon which Xerox
Corporation ("Xerox") agrees to convert any and all amounts owed by
SelecTronics, Inc. ("SelecTronics") and/or Microlytics, Inc.
("Microlytics") under certain notes described on Schedule A annexed
hereto, executed and delivered on behalf of SelecTronics and/or
Microlytics to Xerox (the "Debentures"), to shares of convertible
preferred stock of SelecTronics. Specifically, in consideration of the
obligations of SelecTronics set forth herein, as well as other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Xerox hereby agrees to convert any and all principal
amounts (namely, $1,130,000), together with any and all accrued but
unpaid interest thereon, due and owing under the Debentures into shares
of convertible preferred stock, par value $1.00 per share, of
SelecTronics (the "Preferred Stock") as follows:
1. Subject to the satisfactory performance of the conditions set
forth in paragraph 6 below, Xerox shall convert, on or before June 30,
1994, any and all amounts due and owing under the Debentures, including
any and all accrued and unpaid interest thereon (together the "Conversion
Amount") into shares of Preferred Stock. In connection therewith, Xerox
shall receive one share of Preferred Stock for each dollar of the
Conversion Amount.
2. The relative rights, preferences and limitations of the Preferred
Stock are set forth in the Certificate of Amendment of the Certificate of
Incorporation of SelecTronics annexed hereto as Exhibit A.
3. Notwithstanding any provision to the contrary set forth herein,
the parties hereto hereby acknowledge and agree that Xerox shall receive
the same registration rights as granted to Renaissance Capital Partners,
Ltd. ("Renaissance") pursuant to the terms and conditions set forth in
that certain letter agreement, dated on even date hereof, by and between
SelecTronics and Renaissance, with respect to any shares of common stock
that Xerox receives in connection with i) the conversion of the Preferred
Stock into shares of common stock of SelecTronics or ii) the redemption,
of the Preferred Stock by SelecTronics in exchange for shares of common
stock of SelecTronics.
4. As additional consideration for the performance of Xerox's
obligations hereunder, SelecTronics hereby agrees that Xerox shall have
the right from time to time, at the option of Xerox and so long as the
shares of Preferred Stock have not been fully converted into, or redeemed
in exchange for, shares of common stock of SelecTronics, to designate a
nominee to the Board of Directors of SelecTronics, which designee is
subject to the written approval of SelecTronics (which approval shall not
be unreasonably withheld). SelecTronics hereby agrees, at all times, to
use its best efforts to secure the election of such designee as a
director of SelecTronics, provided that such designee may, at his or her
option, elect to serve only as an "advisory director" with all of the
rights of the directors in regards to notice and attendance at meetings
of the Board of Directors or committees thereof, but without voting
rights.
5. In addition to the redemption rights of SelecTronics set forth
in the Certificate of Amendment to the Certificate of Incorporation
annexed hereto as Exhibit A, in the event that SelecTronics issues shares
of its common stock in a single offering to investors in exchange for an
aggregate purchase price, after the payment of any and all expenses
incurred in connection therewith, of at least One Million Dollars
($1,000,000), SelecTronics shall have the right at any time to redeem any
or all of the shares of Preferred Stock issued to Xerox hereunder,
together with any accrued but unpaid dividends thereon, in exchange for a
number of shares of common stock of SelecTronics equal to the product
obtained by multiplying (i) the original purchase price paid for such
shares of Preferred Stock (i.e., the conversion price), together with any
and all accrued but unpaid dividends, by (ii) 10. All shares of Preferred
Stock so redeemed shall, at the option of the Board of Directors of the
Corporation, be cancelled and retired in such manner as may be prescribed
by law, or held in the treasury of the Corporation. Notwithstanding the
foregoing, if common stock is sold by the Corporation at a price, net to
the Corporation, at less than ten cents ($.10) per share, then Xerox's
conversion price will be reduced to the same price as the net price to the
Corporation of the new stock issue.
6. The obligations of Xerox hereunder are subject to and conditioned
upon, the following conditions, any or all of which may be waived by Xerox:
a. SelecTronics, Microlytics and Manufacturers & Traders Trust
Company shall have entered into a certain Settlement Agreement in
substantially the same form annexed hereto as Exhibit B, and all documents
required to be delivered to the Escrow Agent. pursuant to the terms and
conditions of the Settlement Agreement and the Escrow Agreement referenced
therein shall have been so delivered.
b Xerox shall be in receipt of a letter agreement by and among
Renaissance, SelecTronics and Microlytics, whereby Renaissance agrees to
convert any and all amounts due and owing Renaissance by SelecTronics
and/or Microlytics into shares of Preferred Stock on the same terms and
conditions as set forth in this letter agreement.
c. SelecTronics shall have received a fully-executed letter
agreement from Fuji Xerox Co., Ltd. ("Fuji Xerox"), whereby (i) Fuji Xerox
agrees to convert any and all amounts due and owning Fuji Xerox, including
any and all accrued but unpaid interest thereon, pursuant to the terms and
conditions of certain Floating Rate Convertible Debentures, dated October
15, 1991 and March __, 1992, to shares of Preferred Stock on the same
terms and conditions as set forth in this letter agreement, or (ii) Fuji
Xerox has consent to the transactions contemplated by this letter
agreement.
7. This letter agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Notwithstanding the foregoing, the
rights, interests or obligations hereunder shall not be assigned by any of
the parties hereto without the prior written consent of the other
parties. This letter agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
If you are in agreement with the terms and conditions set forth in
this letter, please so indicate by executing this letter in the space
provided below.
Sincerely,
Roy W. Haythorn
President and Chief Executive Officer
Agreed and Accepted:
MICROLYTICS, INC.
By: Roy W. Haythorn, President
and Chief Executive Officer
Date: March 2, 1994
XEROX CORPORATION
By: Donald E. Riley
President - Xerox Venture Capital
Date: March 2, 1994