Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Ridgeview Inc S-1 102 602K
2: EX-1 Form of Underwriting Agreement 31 145K
3: EX-2.1 Share Exchange Agreement 10-27-96 Ridgev/Interknit 18 67K
4: EX-3.1 Articles of Incorporation of Ridgeview Inc 3 16K
5: EX-3.2 Bylaws of Ridgeview Inc 21 110K
6: EX-5 Opinion of Moore & Van Allen Pllc 2± 15K
7: EX-10.1 License Agreement 1-1-94 Ellen Tracy Inc/Ridgeview 38 80K
16: EX-10.10 3rd Amend Loan and Security Agre-Revolving 6-11-96 4 24K
17: EX-10.11 Loan and Security Agreement-Outstanding Loans 15 58K
18: EX-10.12 Mortage and Security Agreement 6-28-95 23 86K
19: EX-10.13 Deed of Trust & Security Agreement-Term 1-10-95 15 50K
20: EX-10.14 Deed of Trust & Security Agreement-Revolv 1-10-95 15 50K
21: EX-10.15 1st Amen Deed Trust & Security Agre-Revolv 6-11-96 6 25K
22: EX-10.16 Security Agreement 6-28-95 Seneca/Nationsbank Ga 52 184K
23: EX-10.17 Corporate Guaranty Agreement 6-28-96 Ridge/Souhan 3 18K
24: EX-10.18 Sale of Capital Stock 4-27-95 Souhan/Ridgeview 23 74K
25: EX-10.19 1st Amen Sale of Capital Stock 6-28-95 Souhan/Ridg 6 28K
8: EX-10.2 License Agreement 5-28-96 Jones Invest/Ridgeview 22 118K
26: EX-10.20 Amended Restated Promissory Note 6-28-96 Rid/Souhn 2 17K
27: EX-10.21 Salary Continuation 3-1-83 Ridgeview/A V Gaither 12 40K
28: EX-10.22 Salary Continuation 3-1-83 Ridgeview/H R Gaither 12 40K
29: EX-10.23 Salary Continuation Amend 6-8-92 Ridge/H R Gaither 2 15K
30: EX-10.24 Salary Continuation 3-1-83 Ridgeview/W D Durrant 12 40K
31: EX-10.25 Salary Continuation Amend 6-8-92 Ridge/W D Durrant 4 16K
32: EX-10.26 Salary Continuation 6-8-92 Ridgeview/S G Jones 11 40K
33: EX-10.27 Salary Continuation 7-1-96 Ridgeview/W L Bost 11 41K
34: EX-10.28 Split Dollar Life Insur 1-1-92 Ridge/A C Gaither 8 29K
35: EX-10.29 Ridgeview 1995 Omnibus Stock Option Plan 16 63K
9: EX-10.3 Loan and Security Agreement-Term 1-10-95 63 234K
36: EX-10.30 Commitment Letter 10-28-96 2 18K
37: EX-10.31 Promissory Note 6-28-96 Seneca/Souhan 2 18K
38: EX-10.32 Description of Incentive Bonus Arrangements 1 13K
10: EX-10.4 1st Amend Loan and Security Agreement-Term 6-28-95 5 22K
11: EX-10.5 2nd Amend Loan and Security Agreement-Term 10-95 5 28K
12: EX-10.6 3rd Amend Loan and Security Agreement-Term 6-11-96 3 19K
13: EX-10.7 Loan and Security Agreement-Revolving 1-10-95 69 266K
14: EX-10.8 1st Amend Loan and Security Agre-Revolving 6-28-95 11 40K
15: EX-10.9 2nd Amend Loan and Security Agre-Revolving 10-95 5 28K
39: EX-21 Subsidiaries of Ridgeview 1 12K
40: EX-23.1 Consent of Bdo Seidman LLP 1 12K
41: EX-23.2 Consent of Kpmg 1 11K
42: EX-23.3 Consent of Mengel Metzger Barr & Co LLP 1 13K
43: EX-27 Financial Data Schedule 1 13K
EX-2.1 — Share Exchange Agreement 10-27-96 Ridgev/Interknit
Exhibit Table of Contents
EXHIBIT 2.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered
into as of the 27th day of August, 1996, by and among Ridgeview, Inc., a North
Carolina Corporation ("Ridgeview"), and the persons listed on Schedule 1,
attached hereto (collectively the "Shareholders"), being all of the
shareholders of Interknit, Inc., an Alabama Corporation ("Interknit").
Statement of Purpose
The Shareholders own all of the issued and outstanding capital stock
of Interknit. Interknit operates a manufacturing facility in Fort Payne,
Alabama for the knitting of hosiery products, most of which are sold to
Ridgeview. Interknit also purchases most of the raw materials it uses in the
manufacturing of hosiery products from Ridgeview.
Ridgeview desires to acquire all of the capital stock of Interknit,
and the Shareholders, collectively, desire to transfer all of their capital
stock of Interknit to Ridgeview in consideration and exchange for an aggregate
of 240,000 shares of the common stock of Ridgeview ("Ridgeview Common Stock").
Subject to the completion of the share exchange contemplated hereby (the
"Exchange"), Ridgeview intends to make an initial public offering (the "IPO")
of approximately 1,840,000 shares of Ridgeview Common Stock (plus up to
approximately 240,000 additional shares subject to an underwriters' over
allotment option). The first issuance of Ridgeview Common Stock in such IPO is
referred to herein as the "IPO Closing" and the date of first issuance is
referred to herein as the "IPO Closing Date." The shares of Ridgeview Common
Stock to be issued in the IPO are to be registered under the Securities Act of
1933, as amended (the "Securities Act") pursuant to a registration statement on
form S-1 (as initially filed and as from time to time amended, the
"Registration Statement"), and such shares are to be issued and sold pursuant
to an underwriting agreement (the "Underwriting Agreement") by and among
Ridgeview and a group of underwriters (the "Underwriters"), the managers of
which are expected to be Interstate/Johnson Lane Corporation and Scott &
Stringfellow, Inc. The initial per share Price to Public for the Ridgeview
Common Stock offered and sold in the IPO, as set forth (or deemed to be set
forth in) the Registration Statement at the time it becomes effective, is
referred to herein as the "IPO Price."
NOW, THEREFORE, in Consideration of The Premises and The Mutual
Agreements Set Forth Herein, Ridgeview and Each of The Shareholders do Hereby
Agree as Follows:
1. Exchange of Shares.
(a) Subject to the terms and conditions hereof, at the Closing (as
hereinafter defined), (i) each of the Shareholders severally agrees to deliver
and duly transfer, or cause to be
duly delivered and transferred, to Ridgeview, all of the shares of common stock
of Interknit set forth opposite such Shareholder's name on Schedule 1, free and
clear of all liens, encumbrances and adverse claims, in consideration and
exchange for the number of shares of Ridgeview Common Stock set forth beside
such Shareholder's name on Schedule 1 hereto and (ii) in consideration and
exchange for such shares of Common Stock of Interknit, Ridgeview agrees to
issue and deliver the certificates representing such shares of Ridgeview Common
Stock to the respective Shareholders entitled thereto.
2. Appointment of Representatives; Custody Arrangements.
(a) Each of the shareholders does hereby irrevocably constitute
and appoint each of Hugh R. Gaither and Walter L. Bost, Jr. as such
Shareholder's agent, custodian, attorney-in-fact and representative (together,
the "Representatives"), each with full power to act without the other and with
full power of substitution and does hereby authorize each such Representative
to act in the name of and on behalf of such Shareholder for the following
purposes:
(i) Until the Closing or termination of this Agreement
pursuant to Section 9 hereof, whichever shall first occur, to hold in
custody the certificates (the "Stock Certificates") representing such
shareholder's shares of common stock of Interknit and related stock
powers duly endorsed, as appropriate to transfer said shares to
Ridgeview hereunder (the "Stock Powers"), which Stock Powers are being
delivered to the Representatives herewith and which Stock
Certificates, if not delivered to the Representatives herewith, will
be delivered to the Representatives promptly hereafter;
(ii) To deliver the Stock Certificates and the Stock
Powers to Ridgeview at the Closing upon the satisfaction or waiver of
the conditions therefor described in Section 3(b) hereof; or if the
Agreement is terminated in accordance with Section 9 hereof, to
deliver them to or as directed by such Shareholder promptly after such
termination;
(iii) To receive from Ridgeview or any transfer agent engaged
by Ridgeview, as applicable, in exchange for the shares represented by
such Stock Certificates, the stock certificate or certificates
representing the shares of Ridgeview Common Stock issuable to such
Shareholder hereunder; and
(iv) To do all things and to execute and deliver any and
all documents (including the certificates described in Section
3(b)(ii) hereof) on behalf of such Shareholder that may be deemed
necessary or advisable by the Representatives in order to effect on
behalf of
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such Shareholder the transactions contemplated by this Agreement.
The aforesaid powers and authority of the Representatives are coupled
with an interest and shall be irrevocable, notwithstanding the subsequent
death, incompetency, liquidation, dissolution or other incapacity of any
Shareholder. Without limiting the generality of the foregoing, the
Representatives are hereby directed to complete at Closing the transfer of the
shares represented by the Stock Certificates and Stock Powers delivered to
them, subject only to the express conditions to such transfer set forth herein.
(b) The Representatives shall not be liable for any action taken
pursuant to the authority granted pursuant to this Section 2, or for any
failure to act hereunder, or for any other reason except for gross negligence
or willful misconduct. Each Shareholder agrees to indemnify and hold the
Representatives harmless against all losses, suits, damages, attorney's fees,
expenses and liabilities which they may incur or sustain, directly or
indirectly, in connection with the authority granted by such Shareholder
pursuant to this Section 2 or any claim or legal or arbitration proceeding
relating thereto, and will pay such items upon demand.
3. Closing.
(a) The consummation of the transactions contemplated hereby to
effect the Exchange (the "Closing") shall be held at the same location as the
IPO Closing and shall occur immediately prior to the completion of the IPO
Closing, or at such other time and place as Ridgeview and the Representatives
may mutually agree. At the Closing, subject to the fulfillment or waiver of
the conditions set forth in subsection (b) below, the parties hereto shall
cause the Exchange to be effected in the manner and as provided in Sections 1
and 2 hereof.
(b) The obligations of each of the parties hereto to complete the
Closing and effect the Exchange are contingent upon the fulfillment of each of
the following conditions at or before the IPO Closing Date, except to the
extent that Ridgeview and the Representatives may, in their absolute
discretion, waive any one or more thereof in whole or in part (provided that
the conditions described in subsections (i), (ii) and (iii) below may not be
waived by the Representatives without the consent of all of the other
Shareholders):
(i) All of the conditions to the issuance and sale of the
Ridgeview Common Stock to the Underwriters in the IPO, other than the
condition that the Exchange be consummated, shall have been met or
waived, and the Underwriters shall be ready, willing and able to
purchase the Ridgeview Common Stock subject only to the effectiveness
of the Exchange.
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(ii) The Registration Statement, at the time it shall
have become effective, or as amended after its effectiveness and prior
to the IPO Closing, shall not have contained any material changes from
the proposed form of Registration Statement most recently delivered to
the Shareholders prior to their execution of this Agreement that
adversely affect the interests of the Shareholders, except for any
such material adverse changes that have been approved by the
Representatives, of which the Shareholders shall have been notified in
writing (including by means of delivery of an amendment to the
Registration Statement or of the Prospectus included therein
reflecting such material changes), and that have been approved (or
deemed approved) by all of the Shareholders. Any such material
adverse change shall be conclusively deemed to have been approved by a
Shareholder unless the Shareholder gives the Representatives written
notice of objection thereto not later than the next day after the date
on which notice of such change is given to such Shareholder. No
changes shall be deemed material changes for these purposes unless
such changes are such that the recirculation of the Prospectus or
Preliminary Prospectus included in the Registration Statement is
required as a condition to acceleration of the effectiveness of the
Registration Statement.
(iii) The representations and warranties of each party set
forth in this Agreement shall be true and correct in all material
respects immediately prior to the Closing with the same force and
effect as though made at such time; all terms, covenants and
conditions to be complied with and performed by each party under this
Agreement at or before the Closing shall have been duly complied with
and duly performed; and Ridgeview and the Representatives shall have
delivered at the Closing certificates to such effect.
(iv) No action, suit or proceeding before any court or any
governmental or regulatory authority shall have been commenced, no
investigation by any governmental or regulatory authority shall have
been commenced, and no action, suit or proceeding by any governmental
or regulatory authority shall have been threatened, against any of the
parties to this Agreement, or any of the principals, officers or
directors of any of them, seeking to restrain, prevent or change the
transactions contemplated hereby or questioning the validity or
legality of any of such transactions or seeking damages in connection
with any of such transactions.
4. Representations and Warranties of Ridgeview. To induce the
Shareholders to enter into this Agreement and to effect the
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Exchange hereunder, Ridgeview hereby represents and warrants that:
(a) Ridgeview is a corporation duly organized and validly existing
in good standing under the laws of the State of North Carolina, with full
corporate power and authority to conduct its business as now conducted and to
enter into and perform its obligations hereunder.
(b) The authorized capital stock of Ridgeview currently consists
of 12,500 shares of Ridgeview Common Stock, of which 10,561 shares are issued
and outstanding. The shareholders of Ridgeview have approved amended and
restated Articles of Incorporation of Ridgeview that will be filed prior to the
effectiveness of the Registration Statement that increase Ridgeview's
authorized capital stock to 22,000,000 shares divided into 20,000,000 shares of
Ridgeview Common Stock and 2,000,000 shares of Preferred Stock, which may be
issued in one or more series with such designations, preferences, limitations
and relative rights as the Board of Directors of Ridgeview may determine from
time to time in accordance with applicable law. Ridgeview's Board of Directors
has declared a stock dividend, effective as of the date on which the
Underwriting Agreement is signed, that will result in the issuance of
approximately 129 additional shares for each share of Ridgeview common stock
then outstanding, the effect of which will be to increase the number of shares
of Ridgeview Common Stock issued and outstanding as of such date, together with
the 1,520,000 shares of Ridgeview Common Stock to be issued and sold to the
Underwriters and the 240,000 shares of Ridgeview Common Stock to be issued
pursuant to the Exchange, to 3,120,00 shares (3,360,000 if the Underwriters
exercise the over-allotment option to purchase an additional 240,000 shares the
Company expects to grant to them in the Underwriting Agreement). There are no
other outstanding options, warrants, conversion rights or other rights which
could entitle any person to acquire, or require Ridgeview to issue, any
additional shares of its capital stock, other than the obligations of Ridgeview
hereunder to issue shares of Ridgeview Common Stock in the Exchange and the
proposed issuance of Ridgeview Common Stock in the IPO. Each of the shares of
Ridgeview Common Stock to be issued to the Shareholders in the Exchange
hereunder will be, when so issued, duly and validly issued, fully paid and
nonassessable.
(c) This Agreement and the Exchange have been approved by all
requisite corporate action on the part of Ridgeview, and this Agreement
constitutes the legal, valid and binding obligation of Ridgeview. There are no
pending corporate proceedings of Ridgeview for any dissolution or liquidation
of Ridgeview or any merger or consolidation or similar transaction to which
Ridgeview would be a party, other than with respect to the Exchange.
(d) Ridgeview's execution and delivery of this Agreement and
performance of its obligations hereunder, including effecting the Exchange
hereunder, do not and will not conflict with,
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violate or result in any default under Ridgeview's Articles of Incorporation or
Bylaws or any mortgage, indenture, agreement, instrument or other contract to
which Ridgeview is a party or by which Ridgeview or its property is bound, nor
will they violate any judgment, order, decree, law, statute, regulation or
other judicial or governmental restriction to which Ridgeview is subject, nor
do they or will they require the consent of, or any prior filing with or notice
to, any governmental authority or other third party not theretofore obtained,
made or given.
(e) The Registration Statement will not, when such Registration
Statement becomes effective and thereafter until the IPO Closing, contain an
untrue statement as to a material fact or omit to state a material fact
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading, except that this
representation and warranty shall not extend to any Shareholder with respect to
any information therein about such Shareholder provided by such Shareholder.
5. Representations and Warranties of Shareholders. To induce
each of the other parties hereto to enter into this Agreement and to effect the
Exchange hereunder, each of the Shareholders hereby severally represents and
warrants that:
(a) Such Shareholder is the record and beneficial owner of the
shares of common stock of Interknit set forth beside such Shareholder's name in
Schedule 1 hereto with full right, power and authority to dispose of all such
shares (upon the termination of the Stock Purchase Agreement defined and
described in Section 7 of this Agreement), such Shareholder claims no interest
in, or rights to acquire any additional shares of Interknit other than the
shares set forth by such Shareholder's name in Schedule 1 hereto and the shares
set forth by such Shareholder's name in Schedule 1 represent all the shares of
common stock of Interknit owned by such Shareholder. Such Shareholder owns
such shares free and clear of any and all liens, encumbrances and adverse
claims, other than Permitted Pledges, and will transfer such shares to
Ridgeview in the Exchange free and clear of any and all liens, encumbrances and
adverse claims. A "Permitted Pledge" means an existing pledge of such shares
to secure indebtedness, provided that arrangements satisfactory to Ridgeview
and the Representatives have been made with the pledgee of such shares to
assure that the Stock Certificates representing such shares will be promptly
delivered to the Representatives to be held in custody by them hereunder, and
will be duly transferred to Ridgeview at the Closing free and clear of such
pledge and all other liens encumbrances and adverse claims.
(b) Such Shareholder has no other claims against Interknit or any
of its directors or officers that have not been satisfied or released prior to
the date hereof.
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(c) Such Shareholder has no rights to have any shares of common
stock of Interknit registered under the Securities Act for public sale.
(d) Such Shareholder has received a copy of the proposed form of
the Registration Statement prepared for filing under the Securities Act and, to
the best of such Shareholder's knowledge, such Registration Statement does not
contain an untrue statement as to a material fact or omit to state a material
fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.
(e) Such Shareholder has received such information (including the
proposed form of the Registration Statement and current financial statements
for Interknit) relating to the business and affairs of Ridgeview and Interknit
as such Shareholder deems necessary or desirable for purposes of entering into
this Agreement or otherwise has requested, and all additional information which
such Shareholder has considered necessary to verify the accuracy of the
information so received. Such Shareholder is familiar with the business and
affairs of Ridgeview and Interknit and, in addition, such Shareholder has had
the opportunity to ask questions of, and receive answers and obtain additional
information from, management of Ridgeview and Interknit concerning the
Registration Statement and the business and affairs of Ridgeview and Interknit.
Such Shareholder, either alone or together with such Shareholder's advisors,
has such knowledge and experience in financial and business matters that such
Shareholder is capable of evaluating the merits and risks of acquiring the
shares of Ridgeview Common Stock hereunder and has participated, if and to the
extent such Shareholder has desired to participate, in the discussions,
negotiations and analyses pursuant to which the number of shares of Ridgeview
Common Stock to be issued in the Exchange was determined. On the basis of the
foregoing, such Shareholder is familiar with the operations, business plans and
financial condition of Ridgeview and is in a position to make an informed
decision to enter into this Agreement and acquire Ridgeview Common Stock as
consideration for such Shareholder's shares of common stock of Interknit. Such
Shareholder's financial position is such that such Shareholder can afford to
retain such shares for an indefinite period of time without realizing any
direct or indirect cash return on such Shareholder's investment.
(f) Such Shareholder understands that Ridgeview proposes to issue
and deliver to such Shareholder the shares of Ridgeview Common Stock pursuant
to this Agreement without compliance with the registration requirements of the
Securities Act or any state securities laws in reliance upon one or more
exemptions therefrom, and that for such purpose, Ridgeview will rely upon the
representations, warranties, covenants and agreements contained in this Section
5.
(g) Such Shareholder understands that, under the Securities Act
and existing rules of the Securities and Exchange Commission
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(the "SEC"), such Shareholder may be unable to sell such Shareholder's shares
of Ridgeview Common Stock except to the extent that such Shareholder's shares
of Ridgeview Common Stock may be sold (i) pursuant to an effective registration
statement covering such shares pursuant to the Securities Act or (ii) in
accordance with, and subject to the conditions and limitations of, Rule 144
under the Securities Act ("Rule 144"), including the condition that such shares
be held for a period of at least two years prior to such resale. Such
Shareholder understands that Ridgeview is under no obligation to effect a
registration of the shares of Ridgeview Common Stock delivered to such
Shareholder hereunder under the Securities Act and that the shares of Ridgeview
Common Stock to be issued to such Shareholder will be deemed to be "restricted
securities" under Rule 144. Such Shareholder understands that as "restricted
securities," under current law such shares will generally not be eligible for
resale pursuant to Rule 144 for a period of two years following the Exchange,
and after such period any resales under Rule 144 will be subject to other
restrictions as to the volume that may be sold in any three-month period, as to
the manner of sale, and as to other matters, which restrictions will continue
for at least another one year period, or thereafter for so long as such
Shareholder is deemed to be an "affiliate" of Ridgeview.
(h) Such Shareholder is acquiring such Shareholder's shares of
Ridgeview Common Stock for such Shareholder's own account for investment
purposes and not with a view to, or for sale in connection with, the
distribution thereof within the meaning of the Securities Act.
(i) Such Shareholder acknowledges and agrees that the certificates
for the shares of Ridgeview Common Stock issued to such Shareholder shall bear
an appropriate legend giving notice of the restrictions on transfer imposed by
applicable securities laws, and that Ridgeview may lodge appropriate stop
transfer instructions with its transfer agent to prevent any purported
transfers in violation of applicable securities laws or of this Agreement.
6. Certain Covenants and Agreements.
(a) From the date hereof through the Closing, unless each of the
parties hereto consents otherwise in writing and except for the transactions
contemplated hereby in connection with the Exchange and the transactions
contemplated by or described in the Registration Statement, (i) Ridgeview
agrees that it will conduct its business only in the ordinary course, will not
amend its Articles of Incorporation (except as herein before indicated) or
Bylaws, will not issue or obligate itself to issue any additional shares of its
capital stock (other than shares to be issued in the IPO and the shares to be
issued in the payment of the stock dividend effective upon signing of the
Underwriting Agreement), and will not take any other action which would cause
any representation or warranty made in Section 4 hereof to be incorrect in any
material respect if such representation or
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warranty were made on any date from the date hereof through the Closing and
(ii) each of the Shareholders agrees that (A) such Shareholder will continue to
own the shares of Interknit set forth beside such Shareholder's name on
Schedule 1 hereto in the manner and as described in Section 5(a) of this
Agreement and (B) such Shareholder will use its best efforts (given the voting
power or official position of such Shareholder) to see that Interknit conducts
its business only in the ordinary course, does not amend its Articles or
Certificate of Incorporation (as applicable) or Bylaws, and does not issue or
obligate itself to issue any additional shares of capital stock.
(b) Ridgeview has provided to each of the Shareholders a copy of
the Registration Statement in substantially the form proposed to be filed with
the SEC and Ridgeview covenants and agrees to provide each Shareholder, upon
request, with a copy of any amendment thereto promptly after such amendment is
filed and with copies of any exhibits thereto requested to be provided.
(c) Ridgeview agrees to use its reasonable best efforts to proceed
with and consummate the IPO in the manner contemplated by the Registration
Statement.
(d) Each of the parties hereto hereby covenants and agrees with
the others that at any time and from time to time it will promptly execute and
deliver to the others such further assurances, instruments; and documents and
take such further action as any of the others may reasonably request in order
to carry out the full intent and purpose of this Agreement.
7. Termination of Shareholders' Agreements. The Shareholders
acknowledge that they have each entered into an agreement, dated October 1,
1993, and an agreement dated January 15, 1995 (collectively, the "Stock
Purchase Agreement") with Interknit and the other shareholders of Interknit
pursuant to which, under certain circumstances, they have (i) granted Interknit
and such other shareholders the right to purchase their shares of capital stock
of Interknit and (ii) received the right to sell their shares of capital stock
of Interknit to Interknit or such other shareholders. The Shareholders agree
that the Stock Purchase Agreements and any other similar such agreements
pursuant to which any of the Shareholders have granted any other individuals
any rights with respect to their shares of capital stock of Interknit shall be
terminated in all respects effective as of the Closing.
8. Indemnification.
(a) Shareholders agree, jointly and severally, to indemnify and
hold Ridgeview harmless from any loss, liability, cost or expense, including
without limitation reasonable attorneys' fees, suffered by Ridgeview resulting
from or arising out of:
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(i) Any material breach by Shareholders in the
performance of their respective obligations or
covenants under this Agreement;
(ii) Any material breach of any of the
representations or warranties made by
Shareholders in this Agreement; and
(iii) All actions, suits, proceedings, claims,
demands, assessments or judgments incident to
any of the foregoing.
9. Termination. This Agreement may be terminated and the Exchange
may be abandoned at any time prior to the Closing by the following parties
under the following circumstances: (a) by Ridgeview and the Representatives by
their mutual consent; or (b) by any of the parties hereto, upon notice to the
others, if the Closing shall not have occurred by December 31, 1996 or such
later date to which all of the parties hereto shall have otherwise agreed.
Upon any such termination of this Agreement, the Representatives covenant and
agree to return the Stock Certificates and Stock Powers to the applicable
Shareholders as promptly as reasonably practicable following such termination.
10. Notices. Any notice to be given to a party in connection with
this Agreement shall be in writing addressed to such party at such party's
"Notice Address" set forth below such party's signature hereto, which Notice
Address may be changed from time to time by such party by notice thereof to the
other parties as herein provided. Any such notice shall be deemed effectively
given to a party on the second day after the date of mailing when mailed to
such party by first class registered or certified United States mail, postage
prepaid, addressed to such party at such party's Notice Address, or, if
earlier, when actually delivered to such party's Notice Address directed to
such party or when actually received by, such party. Notwithstanding the
foregoing, no notice to the Representatives, in their capacity as such, shall
be deemed effective until actual receipt by one of them.
11. Integration. This Agreement constitutes the final, complete
and exclusive statement of the agreement among the parties hereto as to the
subject matter hereof, and all other prior or contemporaneous oral or written
agreements of the parties hereto with respect to the subject matter hereof are
merged herein and superseded hereby.
12. Amendment. This Agreement may be modified or amended only by
express agreement of the parties hereto in writing, assenting to such
modification or amendment.
13. Waivers. No waiver by any party of any provision hereof or
part thereof at any time shall constitute or evidence a waiver by such party of
any other provision or other part of such provision or of the same provision or
part at any other time.
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14. Assignment. No party may assign its rights or delegate its
duties hereunder without the prior written consent of all of the other parties.
15. Severability. The parties have entered into this Agreement for
the purposes herein expressed, with the intention that this Agreement be given
full effect to carry out such purposes. Therefore, consistent with the
effectuation of the purposes hereof, the invalidity or unenforceability of any
provision hereof or part thereof shall not affect the validity or
enforceability of any other provision hereof or any other part of such
provision.
16. Construction. The section headings and subheadings in this
Agreement have been inserted for convenience of reference only and shall be
ignored in any construction of the provisions hereof. Unless the context
requires a contrary meaning, whenever used in this Agreement a pronoun in any
gender shall include the remaining genders; the singular shall include the
plural and the plural the singular; the word "any" shall mean one or more or
all; the conjunction "or" shall include both the conjunctive and disjunctive;
and the word "person" may refer to an entity or group as well as to a natural
person.
17. Benefits and Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.
18. Governing Law. The validity and construction of this
Agreement shall be governed by the substantive laws of the State of North
Carolina.
19. Counterparts. This Agreement may be executed by the parties in
multiple counterparts, each of which shall be deemed an original.
20. Effectiveness. This Agreement shall be effective as of the
date hereinabove set forth upon the execution and delivery hereof by each party
hereto of a counterpart hereof (whether or not the same counterpart). Upon
such execution, one or more complete counterparts of this Agreement may be
assembled using the signature pages from various separately executed
counterparts.
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IN WITNESS WHEREOF, Ridgeview has caused this Agreement to be duly
executed by its duly authorized officers and the Shareholders have each duly
executed this Agreement, under seal as of the day and year first above written.
RIDGEVIEW: RIDGEVIEW, INC.
(CORPORATE: SEAL]
ATTEST:
/s/ J. Michael Gaither By:/s/ Hugh R. Gaither
-------------------------------- -------------------------
Name: J. Michael Gaither Name: Hugh R. Gaither
Title: Secretary Title: President and Chief
Executive Officer
Notice Address:
2101 North Main Avenue
Newton, North Carolina 28658
Attention: President
THE REPRESENTATIVES: /s/ Hugh R. Gaither [SEAL]
----------------------------
Hugh R. Gaither
Notice Address:
c/o Ridgeview, Inc.
2101 North Main Avenue
Newton, North Carolina 28658
/s/ Walter L. Bost, Jr. [SEAL]
---------------------------
Walter L. Bost, Jr.
Notice Address:
c/o Ridgeview, Inc.
2101 North Main Avenue
P.O. Box 8
Newton, NC 28658
- 12 -
THE SHAREHOLDERS: /s/ Hugh R. Gaither [SEAL]
---------------------------
Hugh R. Gaither
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
/s/ William D. Durrant [SEAL]
---------------------------
William D. Durrant
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
/s/ Walter L. Bost, Jr. [SEAL]
---------------------------
Walter L. Bost, Jr.
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
/s/ Joseph G. Royall [SEAL]
---------------------------
Joseph G. Royall
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
/s/ Albert C. Gaither [SEAL]
---------------------------
Albert C. Gaither
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
- 13 -
/s/ Susan Gaither Jones [SEAL]
---------------------------
Susan Gaither Jones
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
/s/ J. Robert Gaither, Jr. [SEAL]
---------------------------
J. Robert Gaither, Jr.
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
/s/ Marc H. Swinnen [SEAL]
---------------------------
Marc H. Swinnen
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
/s/ Michael A. Horne [SEAL]
---------------------------
Michael A. Horne
Notice Address:
c/o Ridgeview, Inc.
2101 N. Main Avenue
P.O. Box 8
Newton, NC 28658
- 14 -
SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT DATED
AUGUST 27, 1996 BY AND AMONG RIDGEVIEW, INC. A NORTH
CAROLINA CORPORATION, AND THE SHAREHOLDERS OF
INTERKNIT, INC., AN ALABAMA CORPORATION
/s/ Douglas E. Reagor [SEAL]
---------------------------
Douglas E. Reagor
Notice Address:
1906 Barclay Place
Richardson, TX 75081
- 15 -
SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT DATED
AUGUST 27, 1996 BY AND AMONG RIDGEVIEW, INC. A NORTH
CAROLINA CORPORATION, AND THE SHAREHOLDERS OF
INTERKNIT, INC., AN ALABAMA CORPORATION
/s/ Daniel J. Stubbs [SEAL]
---------------------------
Daniel J. Stubbs
Notice Address:
Route 7, Box 745 B1
Ft. Payne, AL 35967
/s/ Harold S. Houck [SEAL]
---------------------------
Harold S. Houck
Notice Address:
4205 Roden Drive
Ft. Payne, AL 35967
- 16 -
SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT DATED
AUGUST 27, 1996 BY AND AMONG RIDGEVIEW, INC. A NORTH
CAROLINA CORPORATION, AND THE SHAREHOLDERS OF
INTERKNIT, INC., AN ALABAMA CORPORATION
/s/ J. Michael Gaither [SEAL]
---------------------------
J. Michael Gaither
Notice Address:
315 West 7th Street
Newton, NC 28658
- 17 -
SCHEDULE 1
[Download Table]
RIDGEVIEW
SHARES OF
INTERKNIT COMMON STOCK
COMMON SHARES TO BE RECEIVED
INTERKNIT SHAREHOLDERS OWNED IN EXCHANGE
---------------------- ------------- ---------------
Hugh R. Gaither 77.5 37,200
William D. Durrant 77.5 37,200
Walter L. Bost, Jr. 50.0 24,000
Joseph G. Royall 50.0 24,000
Albert C. Gaither 35.0 16,800
Susan Gaither Jones 35.0 16,800
Michael A. Horne 35.0 16,800
Douglas E. Reagor 35.0 16,800
Marc H. Swinnen 35.0 16,800
Daniel J. Stubbs 30.0 14,400
J. Robert Gaither, Jr. 17.5 8,400
J. Michael Gaither 17.5 8,400
Harold S. Houck 5.0 2,400
----- -------
TOTALS 500 240,000
Dates Referenced Herein and Documents Incorporated by Reference
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