Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Med/Waste, Inc. Form 8-K Dated 10/02/98 5 18K
2: EX-10.1 Stock Purchase Agreement 33 162K
3: EX-10.2 First Amendment to Stock Purchase Agreement 4 16K
EX-10.2 — First Amendment to Stock Purchase Agreement
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EXHIBIT 10.2
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT ("AMENDMENT")
entered into as of the 1st day of September, 1998 by and between MED/WASTE,
INC., a Delaware corporation, SANFORD MOTORS, INC., a Pennsylvania corporation,
EAST COAST MEDICAL WASTE, INC., a New Jersey corporation, BUCKS COUNTY RESOURCE
AND RECOVERY, INC., a Pennsylvania corporation, CRAIG SANFORD and MARY JO
SANFORD.
R E C I T A L S
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A. Buyer, the Company and the Shareholders entered into a Stock
Purchase Agreement dated as of August 11, 1998 (the "Agreement") whereby Buyer
agreed to acquire 100% of the capital stock of the Companies from the
Shareholders (the "Transaction");
B. The parties hereto desire to amend the Agreement on the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual benefits to be
derived therefrom and of the respective mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby agree as follows:
1. RECITATIONS. The above recitations are true and correct and
are incorporated herein by this reference.
2. DEFINITIONS. All capitalized terms used herein shall have the
meaning ascribed to them in the Agreement.
3. Section 3.1(a) of the Stock Purchase Agreement is hereby
amended to read as follows:
(a) pay to the Shareholders aggregate cash in the amount
of $5,050,000 on the Closing Date; provided that the
Deposit shall be applied to the cash payment herein; and
further provided that Buyer shall receive a credit
against the cash portion of the Purchase Price in the
amount of $550,000 against the Purchase Price for repair
and maintenance of the equipment, trucks and trailers
owned by the Companies.
4. Section 3.1(d) of the Stock Purchase Agreement is hereby
amended to read as follows:
(d) pay to the Shareholders, in accordance with the
provisions of Section 3.5 herein on a dollar for dollar
basis up to $500,000, accounts receivables of the Company
in existence as of the Closing Date which are collected
by Buyer prior to December 31, 1998. For any accounts
receivables collected in excess of $500,000 prior to
December 31, 1998 buyer shall issue to the Shareholders,
in accordance with the provisions of Section 3.5 herein,
that number of shares of MWI Common Stock which, based
upon the Last Reported Sale Price on December 31, 1998
has a fair market value equal to the accounts receivables
of
the Company in existence as of the Closing Date which are
collected by Buyer in excess of $500,000 prior to
December 31, 1998. Following December 31, 1998, any cash
received on the accounts receivables existing as of the
closing shall be paid to the Shareholders.
5. Section 3.5 of the Stock Purchase Agreement is hereby amended
to read as follows:
3.5 ACCOUNTS RECEIVABLES - At, or as soon as practicable
following the Closing, BDO Seidman, LLP shall determine
the outstanding receivables of the Companies as of the
Closing Date (the "Closing Receivables"). Such
determination by BDO Seidman, LLP shall be conclusive and
binding on the parties to this Agreement. All such
Closing Receivables shall be collected by Buyer following
the Closing for the benefit of the Buyer. Within thirty
(30) days following the end of one hundred twenty (120)
days following the Closing, December 31, 1998 the Buyer
shall prepare and deliver to the Shareholders a statement
of the collections of the Closing Receivables (the A/R
Statement") reflecting all collections of Closing
Receivables ("Collected Receivables") during prior to
December 31, 1998 following the Closing Date and the
outstanding amounts that remain at the end of such
period. The Shareholders shall have fifteen (15) days
following receipt of the A/R Statement within which to
object to the A/R Statement. If the Shareholders do not
object to the A/R Statement within such period, the A/R
Statement shall be deemed conclusive and binding on all
parties; provided however, if thereafter it is determined
that Closing Receivables are shown as uncollected on the
A/R Statement and are thereafter determined to have been
collected, the amounts of such collected Closing
Receivables which are not shown on the A/R Statement
shall be paid to the Shareholders by the Buyer in cash.
If the Shareholders do not object to the A/R Statement,
the Buyer shall within ten (10) days thereafter pay to
the Shareholders the amount equal to collected Closing
receivables on the A/R Statement. The first $500,000
shall be paid in cash, the balance of such payment shall
be made in MWI Common Stock. The number of shares of MWI
Common Stock to be issued to the Shareholders shall be
calculated by dividing (a) the Collected Receivables in
excess of $500,000 by (b) the Last Reported Sale Price of
the MWI Common Stock on December 31, 1998. If the
Shareholders object to the A/R Statement, BDO Seidman,
LLP shall review the books and records of the Company and
issue a determination of the Collected Receivables either
(i) agreeing with the A/R Statement; or (ii) as to one or
more adjustments necessary to make such A/R Statement
accurate. The determination of BDO Seidman, LLP shall be
conclusive and binding on the parties to this Agreement.
If BDO Seidman, LLP agrees with the A/R Statement or if
any adjustment is made which lowers the Collected
Receivables, the Shareholders shall pay the fees and
costs of BDO Seidman, LLP. If BDO Seidman, LLP determines
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any adjustments to the A/R Statement are required which
increases the Collected Receivables than as shown on the
A/R Statement, the Buyer shall pay the fees and costs of
BDO Seidman, LLP. Within fifteen (15) days following BDO
Seidman, LLP's determination, Buyer shall issue to the
Shareholders the number of shares MWI Common Stock in
accordance with the calculation above based on the final
determination of Collected Receivables. The Buyer shall
thereafter continue to collect such receivables which
remain outstanding following December 31, 1998 and shall
pay to the Shareholders in cash on a monthly basis the
receivables thereafter collected in the amount of such
collections in cash.
6. REMAINING TERMS AND CONDITIONS. Except as modified herein, the
terms and conditions of the Agreement and Plan of Dissolution are to remain in
full force and effect.
IN WITNESS WHEREOF the undersigned parties have executed this
Amendment as of the date set forth above.
MED/WASTE, INC., a Delaware corporation
By: /s/ DANIEL A. STAUBER
-------------------------------------
DANIEL A. STAUBER, President
SANFORD MOTORS, INC., a Pennsylvania
corporation
By: /s/ CRAIG SANFORD
-------------------------------------
CRAIG SANFORD, President
EAST COAST MEDICAL WASTE, INC., a
New Jersey corporation,
By: /s/ CRAIG SANFORD
-------------------------------------
CRAIG SANFORD, President
BUCKS COUNTY RESOURCE AND
RECOVERY, INC., a Pennsylvania corporation
By: /s/ CRAIG SANFORD
-------------------------------------
CRAIG SANFORD, President
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/s/ CRAIG SANFORD
-------------------------------------
CRAIG SANFORD
/S/ MARY JO SANFORD
-------------------------------------
MARY JO SANFORD
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Dates Referenced Herein and Documents Incorporated by Reference
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