Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Form S-4 Registration Statement 253 1.33M
2: EX-2.1 Amended & Restated Agreement & Plan of Reorg 50 253K
3: EX-2.2 Form of Agree. of Merger of Jts Corp.& Atari Corp. 8 31K
4: EX-3.1 Restated Certificate of Incorp - Jt Storage 21 72K
5: EX-3.2 Form of Restated Cert. of Incorp - Jts Corp. 4 24K
6: EX-3.3 By-Laws of Jt Storage, Inc. 14 48K
7: EX-3.4 Form of By-Laws of Jts Corporation (Post Merger) 28 135K
8: EX-4.1 Form of Common Stock Certificate Jts Corporation 2 20K
9: EX-4.2 Jt Storage Registration Rights Agreement 18 79K
10: EX-4.3 Atari & Security Pac.Natl Bank Indenture 4/29/87 94 263K
11: EX-4.4 Federated Grp/Security Pacific Natl Bank Indenture 102 366K
12: EX-4.5 Federated Group/Security Pacific 1st Sup Indenture 8 31K
13: EX-4.6 Warrant to Purchase Common Stock/Venture Lending 15 63K
14: EX-4.7 Warrant to Purchase Stock/Silicon Valley Bank 9 45K
15: EX-4.8 Warrant to Purchse Common Stock/Lunenburg S.A. 7 33K
16: EX-5.1 Opinion of Cooley Godward Et. Al. 1 17K
17: EX-8.1 Form of Cooley Godward Tax Opinion 3 23K
18: EX-8.2 Form of Wilson Sonsini Et. Al Tax Opinion 3 22K
19: EX-9.1 Atari Corp. Amended & Restated Voting Agreement 5 32K
20: EX-9.2 Jt Storage Amended & Restated Voting Agreement 5 32K
21: EX-10.1 Jt Storage 1995 Sop Amended & Restated 3/19/96 33 106K
30: EX-10.10 Restricted Stk Pur Agree/Kenneth D. Wing 1/2/96 22 77K
31: EX-10.11 Restricted Stk Pur Agree/W. Virginia Walker 1/5/96 22 78K
32: EX-10.12 Restricted Stk Pur Agree/David B. Pearce 1/2/96 21 70K
33: EX-10.13 Convertible Promissory Note 5 24K
34: EX-10.14 Promissory Note/Certain Principal Stkhldrs 1/19/96 6 25K
35: EX-10.15 Subord Secured Convertible Prom Note/Atari 2/13/96 35 136K
36: EX-10.16 Stock Purchase Agreement/Lunenburg 4/4/96 29 138K
37: EX-10.17 Draft/Technical Know How License Agreement 12 45K
38: EX-10.18 Lease Jts & Cilker Revocable Trust 6/15/95 41 161K
39: EX-10.19 Loan Agree Modular Elec (I) & Indusrial Credit 37 94K
22: EX-10.2 Jt Storage 1996 Non-Employee Directors Sop 3/19/96 14 52K
40: EX-10.20 Loan Agree Modular & Industrial Credit 10/11/94 44 113K
41: EX-10.21 Loan Agree Modular Electronic/Credit Invest India 19 48K
42: EX-10.22 Agreed Order Comprising Controversies 2/4/94 27 90K
43: EX-10.23 Master Agreement/Teac & Jt Storage, Inc. 32 95K
44: EX-10.24 License Agree Teac & Jt Storage 2/24/94 28 110K
45: EX-10.25 Development Agree Compaq & Jt Storage 6/16/94 32 120K
46: EX-10.26 Purchase Agree/Jts & Compaq 6/16/94 11 48K
47: EX-10.27 Technology Transfer Agree Western Digital 2/3/95 42 89K
48: EX-10.28 Agree Jt Storage & Pont Peripherals 1/31/95 24 100K
23: EX-10.3 Putnam Streamlined Standard 401(K) & Profit Shar 109 365K
24: EX-10.4 Indemnity Agreement 7 33K
25: EX-10.5 Employment Agreement 4 27K
26: EX-10.6 Jt Storage Consulting Agreement/Roger W. Johnson 5 29K
27: EX-10.7 Restricted Stk Pur Agree/David T. Mitchell 1/2/96 22 76K
28: EX-10.8 Restricted Stk Pur Agree/David T. Mitchell 3/6/96 21 79K
29: EX-10.9 Restricted Stk Pur Agree/Sirjang Lal Tandon 3/6/96 21 79K
49: EX-21.1 List of Subsidiaries 1 13K
50: EX-23.1 Consent of Arthur Andersen LLP 1 14K
51: EX-23.2 Consent of Deloitte & Touche LLP 1 14K
52: EX-27.1 Financial Data Schedule 1 16K
53: EX-99.1 Form of Jts Proxy 2 16K
54: EX-99.2 Form of Atari Proxy 2 16K
EX-10.21 — Loan Agree Modular Electronic/Credit Invest India
Exhibit Table of Contents
Exhibit 10.21
LOAN AGREEMENT
(FOREIGN CURRENCY LOAN)
BETWEEN
MODULER ELECTRONICS (INDIA) PVT. LTD.
AS BORROWER
AND
THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED
AS LENDERS
LOAN AGREEMENT
--------------
FC-Foreign Currency
-------------------
THIS AGREEMENT made this 18th day of March One Thousand Nine Hundred and
Ninety Six at Bombay between MODULER ELECTRONICS (INDIA) PVT. LTD. a Company
within the meaning of the Companies Act, 1956 (1 of 1956) and having its
Registered Office at 406, Dalamal Towers, Nariman Point, Bombay 400 021
(hereinafter referred to as "the Borrower" which expression shall, unless it be
repugnant to the subject or context thereof, include its successors and
assigns);
AND
THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED, a public
company incorporated under the Indian Companies Act, 1913 (7 of 1913) and having
its registered office at 163, Backbay Reclamation, Bombay 400 020 (hereinafter
referred to as "the Lenders" which expression shall, unless it be repugnant to
the subject or context thereof, include its successors and assigns);
2
ARTICLE - I
DEFINITIONS
1.1 The following terms shall have the following meanings:-
(a) "Due Date" means, in respect of
i) an instalment of principal -- the date on which the instalment falls due
as stipulated in Schedule V hereto.
ii) interest -- the date on which interest falls due as stipulated in
Schedule V hereto.
iii) commitment charge -- the date on which commitment charge falls due as
stipulated in Section 2.3 of Article II hereof.
[SEAL]
(b) "Financing Plan" means the financing plan as described in Schedule III
hereto.
(c) "General Conditions" means the GENERAL CONDITIONS No. GC-FC-88 APPLICABLE
TO FOREIGN CURRENCY LOANS PROVIDED BY FINANCIAL INSTITUTIONS.
(d) "Loan" or "Loans" means the amounts of various foreign currencies
specified in Section 2.1 of Article II hereof or their equivalents in other
foreign currencies used for their purchase, agreed to be provided by the
Lenders for the Project or (as the context requires) so much thereof as may be
outstanding from time to time.
(e) "Project" means the project to be financed as described in Schedule II
hereto.
1.2 GENERAL CONDITIONS
The Loan(s) hereby agreed to be granted by the Lenders shall be subject
to the Borrower complying with the terms and conditions set out herein and also
in the General Conditions a copy of which is annexed hereto. The General
Conditions shall be deemed to form part of this Agreement and shall be read as
if they are specifically incorporated herein.
ARTICLE - II
AGREEMENT AND TERMS OF LOAN
2.1 AMOUNT AND TERMS OF LOAN
The Borrower agrees to borrow from the Lenders and the Lenders agree
to lend to the Borrower out of foreign currencies specified in Schedule IV
hereto, on the terms and conditions contained herein as also in the General
Conditions, the sums to the maximum extent in various foreign currencies set
out in Schedule I equivalent in the aggregate to about Rs.2520 lacs.
2.2A. INTEREST
i) The Borrower shall pay to the Lenders interest on the Loan(s) at the
rate(s) and in the manner provided in Schedule V hereto.
ii) Disbursements made pending creation of final security as stipulated in
Article III hereof shall carry further interest at the rate of 1% per
annum till creation of such security.
iii) Provided however, interest on rupees: defaulted amounts, arrears of
liquidated damages and sums incurred by the Lenders by way of expenses in
terms of Sections 4.11, 4.5 and 4.7 respectively of the General Conditions
shall be payable quarterly on February 20, May 20, August 20 and November
20.
[SEAL]
2.2B INTEREST RATE SURCHARGE
"The Borrower shall pay to the Lenders interest rate surcharge at the
rate of 25% per annum or such other rate Reserve Bank of India (RBI) may
indicate from time to time on the lending rate. The interest rate surcharge will
be payable by the Borrower from the date of drawal of the loan. Such interest
rate surcharge shall be payable quarterly each year along with the interest
payable on the outstanding amounts of the Loan."
2.3 FRONT END FEE
The Borrower shall pay to the Lenders Front End Fee of 1.05% of the
Loan on or before signing this Agreement.
2.4 LAST DATE OF WITHDRAWALS
Unless the Lenders otherwise agree, the right to make drawals from the
Loan(s) shall cease on March 31, 1997.
2.5 REPAYMENT
The Borrower undertakes to repay the principal amount of the Loan(s) in
accordance with the Amortization Schedule set forth in Schedule VI hereto.
2.6 CONVERSION RIGHT IN CASE OF DEFAULT
If the Borrower commits a default in payment or repayment of any
instalment of principal amount of the Loans or interest thereon or any
combination thereof, then, the Lenders shall have the right to convert (which
right is hereinafter referred to as "the conversion right") at its option 20%
of the rupee equivalent of the defaulted amount determined in accordance with
Section 4.11 of Article IV of the General Conditions into fully paid up equity
shares of the Borrower, at par, in the manner specified in a notice in writing
to be given by the Lenders to the Borrower (which notice is hereinafter
referred to as the "notice of conversion") prior to the date on which the
conversion is to take effect, which date shall be specified in the said notice
(hereinafter referred to as the "date of conversion").
i) On receipt of notice of conversion, the Borrower shall allot and issue the
requisite number of fully paid-up equity shares to the Lenders as from the
date of conversion and the Lenders shall accept the shares in satisfaction
of the said defaulted amount(s) in respect of the Loans to the extent so
converted. The amount so converted shall cease to carry interest as from the
date of conversion and the outstanding amount in respect of the Loans shall
stand correspondingly reduced. The equity shares so allotted and issued to
the Lenders shall cease from the date of conversion, the right to receive
proportionately the dividends and other distributions declared or to be
declared in respect of the equity capital of the Borrower. Save as
aforesaid, the said shares shall rank pari passu with the existing equity
shares of the Borrower in all respects. The Borrower shall, at all times,
maintain sufficient unissued equity shares for the above purpose.
[SEAL]
(i) The conversion right reserved as aforesaid may be exercised by the
Lenders on one or more occasions during the currency of the Loan(s) on
the happening of the default as specified in this Section.
(ii) The Borrower assumes and undertakes that in the event of the Lenders
exercising the right of conversion as aforesaid, the Borrower shall
get the equity shares which will be issued to the Lenders as a result
of the conversion, listed with the Bombay Stock Exchange.
ARTICLE III
SECURITY
3.1 SECURITY FOR THE LOAN
(A) The Loan(s) together with all interest, liquidated damages, commitment
charges premia on prepayment or on redemption, costs, expenses and other
monies whatsoever stipulated in this Agreement shall be secured by:
a) a first charge by way of hypothecation in favour of the Lenders of
all the Borrower's moveables (save and except book debts), including
moveable machinery, machinery spares, tools and accessories present
and future, subject to prior charges created and/or to be created:
i) in favour of the Borrower's Bankers on the Borrower's stocks
of raw materials, semi-finished and finished goods,
consumable stores and such other moveables as may be agreed
to by the Lead Institution for securing the borrowings for
working capital requirements in the ordinary course of
business; and
The mortgages and charges referred to above shall rank pari passu with
the mortgages and charges created and/or to be created in favour of:
i) ICICI for its Rupee Loan of Rs.84 lacs.
ii) ICICI for its Foreign Currency Loan equivalent to US $7.55 million.
(B) The Borrower shall make out a good and marketable title to its properties to
the satisfaction of the Lenders and comply with all such formalities as may
be necessary or required for the said purpose.
[SEAL]
3.2 CREATION OF ADDITIONAL SECURITY
If at any time during the subsistence of this Agreement, the Lenders is
of the opinion that the security provided by the Borrower has become inadequate
to cover the balance of the Loans then outstanding, then, on the Lenders
advising the Borrower to that effect, the Borrower shall provide and furnish to
the Lenders, to the satisfaction of the Lenders, such additional security as
may be acceptable to the Lenders to cover such deficiency.
3.3 ACQUISITION OF ADDITIONAL IMMOVEABLE PROPERTIES
So long as any monies remain due and outstanding to the Lenders, the
Borrower undertakes to notify the Lenders in writing of all its acquisitions of
immoveable properties and as soon as practicable thereafter to make out a
marketable title to the satisfaction of the Lenders and charge the same in
favour of the Lenders by way of first charge the same in favour of the Lenders
by way of first charge in such form and manner as may be decided by the
Lenders.
3.4 GUARANTEE
The Borrower shall procure irrevocable and unconditional personal
guarantee(s) from [*] in favour of the Lenders for the due repayment
of the Loans and the payment of all interest and other monies payable by the
Borrower in the form prescribed by the Lenders and to be delivered to the
Lenders before any part of the Loan is advanced. The Borrower shall not pay any
guarantee commission to the said Guarantor(s).
ARTICLE - IV
APPOINTMENT OF NOMINEE DIRECTOR(S)
The Borrower agrees that the Lenders shall be entitled to appoint and
withdraw from time to time one Director on the Board of Directors of the
Borrower during the currency of this Agreement.
ARTICLE - V
SPECIAL CONDITIONS
The Loan(s) hereby granted shall also be subject to the Borrower
complying with the special conditions set out in Schedule VII hereto.
[SEAL]
* Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.
ARTICLE - VI
EFFECTIVE DATE OF AGREEMENT
This Agreement shall become binding on the Borrower and the Lenders on and
from the date first above written. It shall be in force till all the monies due
and payable under this Agreement are fully paid off.
[SEAL]
SCHEDULE I
PARTICULARS OF LOANS
[Download Table]
Name of the Lender Loan
------------------ ----
(Equivalent)
RC Equal US$ (Rs. in lacs)
---- --------- -------------
The Industrial Credit and US 7,000,000 2520
Investment Corporation of India Dollars
Limited (ICICI)
163 Backbay Reclamation
Bombay 400 020
[SEAL]
9
SCHEDULE II
PROJECT
The Borrower proposes to expand existing facilities for manufacture of
Winchester Disk drives for computers from 500,000 nos. per annum to 1,200,000
nos. per annum, at Madras Export Processing Zone, Madras.
The Loan(s) shall be utilised by the Borrower for import of Capital
Goods.
10
SCHEDULE III
FINANCING PLAN
A. The total estimated cost of the project is Rs.8290 made up as under:
[Download Table]
(Rs in lacs)
Rupee equivalent
Rupee of foreign currency Total
Cost cost cost
----- ------------------- ------
Land & Site Development
Buildings
Plant & Machinery -
a) Imported
i) CIF value 6705 6705
ii) Import Duty
iii) Clearing & Forwarding
Charges
b) Indigenous
c) Foundation & Erection Charges
Miscellaneous fixed assets 190 190
Preliminary and Capital Issue
expenses including interest
during construction period 344 344
Contingencies
Margin money for working 1051 1051
capital ----
Total of Rupee &
foreign currency cost 8290
====
B. The proposed sources of financing are as follows:
[Download Table]
(Rs. in lacs)
SHARE CAPITAL 1990
FOREIGN CURRENCY LOANS
ICICI 3600
INTERNAL RESOURCES 1319
UNSECURED LOANS/DEPOSITS 1296
SUBSIDY 85
----
TOTAL 8290
====
The Rupee figure has been arrived at on the basis of rates of exchange
of the foreign currencies involved prevailing at the time of sanction of the
Loan(s) and is subject to revision based on the fluctuations in foreign
currency rates.
[SEAL]
11
SCHEDULE IV
The Loan referred to in section 2.1 herein is comprised of the
following:
(i) USD 7,000,000
which is agreed to be provided as follows:
(i) USD 7,000,000
equivalent in the aggregate to US$ 7,000,000 (hereinafter referred to as the
("Bayerische Loan") (which expression shall, unless expressly provided
otherwise, mean the aggregate of the amounts of various foreign currencies of
their equivalents in other foreign currencies used for their purchase expressed
in US$ equivalent or so much thereof as may be outstanding from time to time)
out of the facility available to ICICI in terms of the Facility Agreement
entered into between ICICI, Bayerische Landesbank Cirozentrale and other Banks
mentioned in the Facility Agreement.
[SEAL]
: 12 :
SCHEDULE V
PART I
SUB PART h
(BAYERISCHE LOAN)
The following provisions shall apply to the Bayerische Loan:
1. APPLICATION OF PROCEEDS
-----------------------
No part of the Bayerische Loan shall be used for any purpose other than
for the import of capital goods.
2. INTEREST
--------
The Borrower shall pay to ICICI interest on the principal amount of the
Bayerische Loan outstanding from time to time quarterly on February 20, May 20,
August 20, and November 20 at a floating rate of 4% over and above the US$
LIBOR plus applicable interest tax as may be advised by ICICI to the Borrower.
However, the last interest payment date shall be on February 20, 20003.
3. COMPUTATION OF INTEREST & OTHER CHARGES
---------------------------------------
Interest and other charges shall accrue from day to day and shall be
calculated on the basis of a year of 360 days and the actual number of days
elapsed.
[SEAL]
13
4. REPAYMENT
Bayerische Loan is repayable in accordance with the Amortization
Schedule set forth in Schedule VI Part I Sub part - h hereto. The Amortization
Schedule has been drawn up on the basis of the aggregate U.S. equivalent of the
foreign currencies involved at the rates of exchange prevailing at the time of
sanction of the Bayerische Loan and is subject to revision on the basis of
rates of exchange prevailing at the time of each disbursement.
5. PREPAYMENT AND FORWARD CONTRACTS
Unless expressly agreed to by ICICI and subject to payment of such
premium as may be stipulated by ICICI the Borrower shall not be entitled to
prepay in whole or in part of the Bayerische Loan before the due date nor shall
be entitled to enter into forward contracts to buy foreign currencies in
respect of the Bayerische Loan or in respect of payment of interest or other
payments herein.
6. DUE DATE
If the Due Date referred to herein falls on a day which is not a
business day, Due Date shall be extended to the next succeeding business day,
unless such day falls in the next succeeding calendar month, in which event,
such due date shall be immediately preceding business day. Business day shall
be construed as a reference to a day (other than Saturday or Sunday) on which
banks are generally open for business in Singapore, London, New York City, Hong
Kong and Bombay.
[SEAL]
7. LAST DATE OF WITHDRAWAL
-----------------------
Unless otherwise agreed to by ICICI, no part of the Bayerische Loan shall
be drawn after January 15, 1997.
[SEAL]
15
SCHEDULE VI
PART I
SUB PART h
AMORTISATION SCHEDULE
(BAYERISCHE LOAN)
[Download Table]
IN US$
Principal amount
Date payment outstanding
due Payment of Principal after each payment
-------------------------------------------------------------------------------
7,000,000
May 20, 1998 583,333 6,416,667
August 20, 1998 583,333 5,833,334
November 20, 1998 583,333 5,250,001
February 20, 1999 583,333 4,666,668
May 20, 1999 583,333 4,083,335
August 20, 1999 583,333 3,500,002
November 20, 1999 583,333 2,916,669
February 20, 2000 583,333 2,333,236
May 20, 2000 583,333 1,750,003
August 20, 2000 583,333 1,166,670
November 20, 2000 583,333 583,337
February 20, 2001 583,333 ---
[SEAL]
16
SCHEDULE - VII
SPECIAL CONDITIONS
1. The Company shall implement the Project within the overall project cost of
Rs.8290 lacs ("the Project Cost") and in accordance with the financing plan
("the Financing Plan") both as agreed to between the Company and ICICI and
which will be set out in the loan Agreement and shall commence commercial
production on or before April 1, 1997 ("the Completion Date").
2. The Company shall, out of the envisaged cash accruals of Rs.2330 lacs during
the period 1/4/96 to 31/3/97, utilise a sum of Rs.1977 lacs for meeting a
part of the cost of the Project and/or other requirements of funds.
3. The Company shall raise Rs.2010 lacs by issue of Equity Shares to promoters
to the satisfaction of ICICI for meeting a part of the cost of the Project
and/or other requirements of funds.
4. Before the loans become effective -
The Company shall raise at least 50% of the abovementioned equity capital of
Rs.2010 lacs, i.e. at least Rs.1005 lacs, to the satisfaction of ICICI for
meeting a part of the cost of the project.
5. The Company shall obtain State Subsidy of Rs.85 lacs for meeting a part of
the cost of the Project. In the event the Company is unable to obtain the
subsidy, the Company shall raise funds on terms satisfactory to ICICI to
meet the shortfall.
6. The Company shall raise unsecured loan of Rs.1296 lacs, to the satisfaction
of ICICI for meeting a part of the cost of the project. The unsecured loans
shall not carry any interest till the Company commences payment of dividend.
Thereafter, the interest on such loan shall be equal to the interest on
secured loans or the percentage of dividend, whichever is lower.
Before the loans become effective -
The Company shall raise at least 50% of the abovementioned unsecured loans
of Rs.1296 lacs, i.e. at least Rs.648 lacs, to the satisfaction of ICICI for
meeting a part of the cost of the project.
[SEAL]
17
7. The Company shall undertake/furnish an undertaking from [*] in
terms of Section 8(g) of GC-FC-88.
8. The Company shall make satisfactory arrangements with its bankers for
meeting its additional working capital requirements and shall furnish a
letter from its bankers in this regard.
9. The Company shall satisfy ICICI that the physical progress as well as
expenditures incurred on the Project are as per the original schedule.
To this end, the Company agrees and undertakes to furnish to ICICI such
information and data as may be required by ICICI.
10. The Company shall suitably among its Articles of Association to provide
for appointment of nominee director by ICICI on the Board of the
Company.
11. ICICI shall be entitled to appoint one nominee of the Board of Directors
of the Company during the currency of ICICI's assistance.
[SEAL]
* Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.
18
IN WITNESS WHEREOF the Borrower has caused its Common Seal to be
affixed hereto and to duplicate hereof and ICICI has caused this Agreement to
be executed in duplicate on the day, month and year first above written as
hereinafter appearing:
THE COMMON SEAL of Moduler
Electronics (India) Pvt. Ltd.
has pursuant to the Resolution of
its Board of Directors passed in
that behalf on the 29th day of
February 1996 hereunto been affixed
in the presence of Shri M.I. Trade
Director who have signed these
presents in token thereof and
Shri Bhupendra V. Shah authorized
person who has countersigned the
same in token thereof. /s/ Bhupendra V. Shah
SIGNED AND DELIVERED by the
within named Lenders by the hand of
Shri I. Raghacudran an authorized
official of ICICI, ICICI acting as
the Lender. /s/ Shri I. Raghacudran
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 4/1/97 | | 17 | | | | | None on these Dates |
| | 3/31/97 | | 5 |
| | 1/15/97 | | 15 |
| Filed on: | | 6/24/96 |
| List all Filings |
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