Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 117 564K
10: EX-10.10 Amendment #1 Stock Option Plan 4 23K
11: EX-10.11 Amendment #2 Stock Option Plan 1 9K
12: EX-10.12 Amendment #3 Stock Option Plan 2 13K
13: EX-10.13 Loan Agreement 22 71K
14: EX-10.14 Amendment #1 Loan Agreement 2 13K
15: EX-10.15 Amendment #2 Loan Agreement 2 14K
16: EX-10.16 Credit Agreement 141 486K
17: EX-10.17 Amendment #1 Credit Agreement 21 35K
18: EX-10.18 Amendment #2 Credit Agreement 4 17K
2: EX-10.2 Stock Purchase Agreement 45 213K
19: EX-10.20 Saturn Membership Regulations 38 131K
20: EX-10.21 Amendment #1 Membership Regulations 1 10K
21: EX-10.22 Amendment #2 Membership Regulations 4 21K
22: EX-10.23 Amendment #3 Membership Regulations 1 10K
23: EX-10.24 Amendment #4 Membership Regulations 1 11K
24: EX-10.25 Sublease 8 35K
25: EX-10.26 Amendment to Sublease 1 12K
3: EX-10.3 Methuen Division 21 100K
4: EX-10.4 Stock Purchase Agreement 6 31K
5: EX-10.5 Agreement and Plan of Merger 44 222K
6: EX-10.6 Split Dollar Agreement 12 40K
7: EX-10.7 Independent Contractor 6 26K
8: EX-10.8 Amendment to Independent Contractor 1 11K
9: EX-10.9 Saturn Stock Option Plan 12 46K
26: EX-23.1 Consent Pricewaterhousecoopers LLP 1 9K
27: EX-23.2 Consent Ernst & Young 1 9K
28: EX-27.1 Financial Data Schedule 1 11K
EXHIBIT 10.6
SPLIT-DOLLAR AGREEMENT
BETWEEN
SATURN ELECTRONICS & ENGINEERING, INC.,
WALLACE K TSUHA,
AND
SHERMAN CRUZ, TRUSTEE OF THE WALLACE K. TSUHA IRREVOCABLE
LIFE INSURANCE TRUST OF DECEMBER 13, 1991
THIS AGREEMENT made and entered into as of the 15th day of July, 1999
by and among SATURN ELECTRONICS & ENGINEERING, INC., a Michigan Corporation,
with principal offices and place of business in the State of Michigan, located
at 255 Rex Blvd., Auburn Hills, MI 48326 (hereinafter referred to as the
"Corporation"), WALLACE K. TSUHA, an individual residing in the State of
Michigan, (hereinafter referred to as "Employee"), and SHERMAN CRUZ, TRUSTEE OF
THE WALLACE K. TSUHA IRREVOCABLE LIFE INSURANCE TRUST OF DECEMBER 13, 1991
(hereinafter referred to as the "Owner").
WITNESSETH THAT:
WHEREAS, the Employee is employed by the Corporation; and
WHEREAS, the Employee wishes to provide life insurance protection for
his family in the event of his death, under a policy of life insurance insuring
his life (hereinafter referred to as the "Policy"), which is described in
Exhibit A attached hereto and by this reference made a part hereof, and which
shall be issued by NORTHWESTERN MUTUAL LIFE (hereinafter referred to as the
"Insurer"); and
WHEREAS, the Corporation is willing to pay a portion of the premiums
due on the Policy as an additional employment benefit for the Employee, on the
terms and conditions hereinafter set forth; and
WHEREAS, Owner is the Owner of the Policy and, as such, possesses all
incidents of ownership in and to the Policy; and
WHEREAS, the Corporation wishes to have the Policy collaterally
assigned to it by the Owner, in order to secure the repayment of the amounts
which it will pay toward the premiums on the Policy; and
WHEREAS, the parties intend that by such Collateral Assignment the
Corporation shall receive only the right to such repayment, with the Owner
retaining all other ownership rights in the Policy, as specified herein;
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NOW THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree as follows:
1. PURCHASE OF POLICY. The Owner has purchased the Policy from the Insurer
in the total face amount of TWENTY MILLION ($20,000,000.00) DOLLARS.
The parties hereto have taken all necessary action to cause the Insurer
to issue the Policy, and shall take any further action which may be
necessary to cause the Policy to conform to the provisions of this
Agreement. The parties hereto agree that the Policy shall be subject to
the terms and conditions of this Agreement and of the Collateral
Assignment filed with the Insurer relating to the Policy. The Parties
further agree that they may convert the Policy to a new policy, if the
parties to this Agreement agree to such a conversion. If the Policy is
converted to a new policy, any change in the face amount and/or policy
number shall be listed on Exhibit A hereof.
2. OWNERSHIP OF POLICY.
a. The Owner shall be the sole and absolute owner of the Policy, and
may exercise all ownership rights granted to the Owner thereof by
the terms of the Policy, except as may otherwise be provided
herein.
b. It is the intention of the parties to this Agreement and the
Collateral Assignment executed by the Owner to the Corporation in
connection herewith that the Owner shall retain all rights which
the Policy grants to the Owner thereof; the sole right of the
Corporation hereunder shall be to be repaid the amounts which it
has paid toward the premiums on the Policy. Specifically, but
without limitation, the Corporation shall neither have nor
exercise any right as a collateral assignee of the Policy which
could in any way defeat or impair the Owner's right to receive the
Cash Surrender Value or the Death Proceeds of the Policy in excess
of the amount due the Corporation hereunder. All provisions of
this Agreement and of such Collateral Assignment shall be
construed so as to carry out such intention.
3. POLICY DIVIDENDS. Any dividend declared on the Policy shall be applied
to purchase paid-up additional insurance on the life of the Employee.
The parties hereto agree that the dividend election provision of the
Policy shall conform to the provisions hereof.
4. PAYMENT OF PREMIUMS.
a. Thirty (30) days prior to the due date of each Policy premium,
the Owner shall notify the Corporation and the Employee of the
exact amount due from the Corporation and Employee hereunder. The
amount of premium payable by Employee shall be an amount at least
equal to the annual cost of current life insurance protection on
the life of Employee, measured by the lower of the PS 58 Rate, set
forth in Rev. Rul. 55-747, 1955-2 C.B. 228, (or the corresponding
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applicable provision of any future Revenue Ruling), or the
Insurer's current published premium rate for annually
renewable term insurance for standard risks. Either the Employee
or the Owner, on behalf of the Employee, shall pay such required
contribution to the Corporation prior to the premium due date. If
neither the Employee nor the Owner makes such timely payment, the
Corporation, in its sole discretion, may elect to make the
Employee's portion of the premium payment, which payment shall be
recovered by the Corporation as provided herein.
b. On or before the due date of each Policy premium, or within the
grace period provided therein, the Corporation shall pay the full
amount of the premium to the Insurer, and shall upon request,
promptly furnish the Employee evidence of timely payment of such
premium. The Corporation shall annually furnish the Employee a
statement of the amount of income reportable by the Employee for
Federal and State income tax purposes, if any, as a result of the
insurance protection provided the Owner as the Policy Beneficiary.
5. COLLATERAL ASSIGNMENT. To secure the repayment of the Corporation of
the amount of the premiums on the Policy paid by it hereunder, the
Owner has, contemporaneously herewith, assigned the Policy to the
Corporation as collateral, under a separate document, which Collateral
Assignment specifically provides that the sole right of the Corporation
thereunder is to be repaid the amounts it has paid toward premiums on
the Policy hereunder. Such repayment shall be made from the Cash
Surrender Value of the Policy (as defined by the Insurer) if this
Agreement is terminated or the Owner surrenders or cancels the Policy,
or from the death proceeds of the Policy if the Employee should die
while the Policy and Agreement remain in force. Furthermore, if Owner
has taken any loans from the policy, either through the Insurer, or by
pledging the Policy with a third party, Owner may be required by the
Corporation to repay said loans, under the terms of this Agreement, if
either the Net Cash Surrender Value or the Net proceeds are not
sufficient to repay the Corporation for the premiums it has paid. In no
event shall the Corporation have any right to borrow against or make
withdrawals from the Policy, to surrender or cancel the Policy, nor to
take any action which would impair or defeat the rights of the Owner
in and to the Policy. The Collateral Assignment of the Policy to the
Corporation hereunder shall not be terminated, altered or amended by
the Owner while this Agreement is in effect. The parties hereto agree
to take all action necessary to cause such Collateral Assignment to
conform to the provisions of this Agreement.
6. LIMITATION ON OWNER'S RIGHTS IN POLICY.
a. The Owner shall take no action with respect to the Policy which
would in any way compromise or jeopardize the Corporation's right
to be repaid the amounts it has paid toward premiums on the Policy
while this Agreement is in effect.
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b. With the prior written approval of the Corporation, the Owner may
pledge or assign the Policy, subject to the terms and conditions
of this Agreement, in order to secure a loan from the Insurer or
from a third party, in an amount which shall not exceed the Cash
Surrender Value of the Policy (as defined therein) as of the date
to which premiums have been paid, less the amount paid toward the
premiums on the Policy by the Corporation hereunder. Interest
charges on such loan shall be the responsibility of and be paid by
the Owner. For any policy year in which the Owner borrows
hereunder, the Corporation shall be correspondingly relieved of
its obligations to pay any amounts towards premiums hereunder for
such policy year, to the extent of such borrowing.
c. The Owner shall have the sole right to surrender or cancel the
Policy, and to receive the full Cash Surrender Value of the
Policy, remaining after any interest of the Corporation has first
been satisfied hereunder, directly from the Insurer. Upon the
surrender or cancellation of the Policy, the Corporation shall
have the unqualified right to receive a portion of the Cash
Surrender Value equal to the total amount of the premiums paid by
it hereunder. If the Owner has obtained any loans from the
Insurer, or from third parties by pledging the Policy, and the
Cash Surrender Value is not sufficient to repay the Corporation
for the premiums that it has paid, Owner shall repay said loans in
order to increase the Cash Surrender Value available to repay the
Corporation. Provided, however, the obligation owed to the
Corporation shall not be larger than the Cash Surrender Value of
the Policy, taking into account the repayment of any and all loans
received by the Owner. Immediately upon receipt of such cash value
of the Policy from the Insurer, the Owner shall pay to the
Corporation the portion of such cash value to which it is entitled
hereunder and shall retain the balance, if any; upon such receipt
and payment, this Agreement shall thereupon terminate.
7. COLLECTION OF DEATH PROCEEDS.
a. Upon the death of the Employee, the Corporation and the Owner
shall cooperate to take whatever action is necessary to collect
the provided under the Policy; when such benefit has been
collected and paid as provided herein, this Agreement shall
thereupon terminate.
b. Upon the death of the Employee, the Corporation shall have the
unqualified right to receive a portion of such equal to the total
amount of premiums paid by it hereunder. If the Owner has
outstanding loans, which have reduced the proceeds below the
amount of premiums that the Corporation has paid, Owner shall be
required to repay said loans in order to increase the available
funds needed to repay the Corporation. The balance of the provided
under the Policy, if any, shall be paid directly to the Owner, in
the manner and in the amount or amounts provided in the
beneficiary designation provision of the Policy. In no event shall
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the amount payable to the Corporation hereunder exceed the Policy
proceeds payable at the death of the Employee, taking into account
the repayment of any and all loans by the Owner. No amount shall
be paid from such to the Owner until the full amount due the
Corporation hereunder has been paid. The parties hereto agree that
the beneficiary designation provision of the Policy shall conform
to the provisions hereof.
c. Notwithstanding any provision hereof to the contrary, in the event
that, for any reason whatsoever, no is payable under the Policy
upon the death of the Employee and in lieu thereof the Insurer
refunds all or a portion of the premiums paid for the Policy, the
Corporation shall first receive its full premium contributions
that it has paid hereunder, before the Owner receives its share,
and then the Owner shall have the unqualified right to the balance
of any refunded premiums. Owner and Employee shall take all
actions necessary to comply with the policy requirements to assure
that the and/or the Cash Surrender Value will be available.
8. TERMINATION OF THE AGREEMENT DURING THE EMPLOYEE'S LIFETIME.
a. This Agreement shall terminate during the Employee's lifetime
without notice upon the occurrence of any of the following events:
(a) total cessation of the Corporation's business; (b) bankruptcy,
receivership or dissolution of the Corporation; (c) failure of
both the Employee and the Owner to timely pay to the Corporation
the Employee's portion of the premium, if any, due hereunder,
unless the Corporation elects to make such payment on behalf of
the Employee, as provided herein.
b. In addition, either the Owner or the Employee may terminate this
Agreement, while no premium under the Policy is overdue, by
written notice to the other parties hereto. Such termination shall
be effective as of the date of such notice.
c. Furthermore, if the parties decide to convert the current Policy
to a new policy, such conversion shall not act to terminate this
Agreement.
d. If the Policy terminates for any reason, this Agreement also
terminates.
e. Provided, however, if the Corporation merges with another entity,
but the Corporation is the surviving entity, or as a result of an
acquisition, the name of the Corporation is changed, such event
shall not by itself act to terminate this Agreement.
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f. In the event the Corporation desires to become a public company,
the Corporation reserves the right to review this Agreement at the
time of an initial public offering and, at its option, terminate
this Agreement by sending written notice to the other parties
hereto.
9. DISPOSITION OF THE POLICY ON TERMINATION OF THE AGREEMENT DURING THE
EMPLOYEE'S LIFETIME.
a. For sixty (60) days after the date of the termination of this
Agreement during the Employee's lifetime, the Owner shall have the
option of obtaining the release of the Collateral Assignment of
the Policy to the Corporation. To obtain such a release, the Owner
shall repay to the Corporation the total amount of the premium
payments made by the Corporation hereunder. Upon receipt of such
amount, the Corporation shall release the Collateral Assignment
of the Policy, by the execution and delivery of an appropriate
instrument of release.
b. If the Owner fails to exercise such option within such sixty (60)
day period, then, at the request of the Corporation, the Owner
shall execute any document or documents required by the Insurer to
transfer the interest of the Owner in the Policy to the
Corporation. Thereafter, neither the Owner nor the Owner's
successors, assigns or beneficiaries shall have any further
interest in and to the Policy, either under the terms thereof or
under this Agreement. Alternatively, the Corporation may enforce
its right to be repaid the amount of the premiums on the policy
paid by it from the Cash Surrender Value of the Policy under the
Collateral Assignment of the Policy; provided that in the event
the Cash Surrender Value of the Policy exceeds the amount due the
Corporation, such excess shall be paid to the Owner.
10. INSURER NOT A PARTY. The Insurer shall be fully discharged from its
obligations under the Policy by payment of the Policy to the
beneficiary or beneficiaries named in the Policy, subject to the terms
and conditions of the Policy. In no event shall the Insurer be
considered a party to this Agreement, or any modification or amendment
hereof. No provision of this Agreement, any modification or amendment
hereof, shall in any way be construed as enlarging, varying, or in any
other way affecting the obligations of the Insurer as expressly
provided in the Policy, except insofar as the provisions hereof are
made a part of the Policy by the Collateral Assignment executed by
the Owner and filed with the Insurer in connection herewith.
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11. NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION.
a. The Corporation is hereby designated as the named fiduciary under
this Agreement. The named fiduciary shall have authority to
control and manage the operation and administration of this
Agreement, and shall be responsible for establishing and carrying
out a funding policy and method consistent with the objectives of
this Agreement.
b. (1) Claim. A party to this Agreement who believes that he or she
is being denied a benefit to which he or she is entitled
under this Agreement (hereinafter referred to as a
"Claimant") may file a written request for such benefit with
the Corporation, setting forth his or her claim. The request
must be addressed to the Secretary of the Corporation at its
then principal place of business.
(2) Claim Decision. Upon receipt of a claim, the Corporation
shall advise the Claimant that a reply will be forthcoming
within ninety (90) days and shall, in fact, deliver such
reply within such period. The Corporation may, however,
extend the reply period for an additional ninety (90) days
for reasonable cause.
If the claim is denied in whole or in part, the Corporation
shall adopt a written opinion, using language calculated to
be understood by the Claimant, setting forth: (a) the
specific reason or reasons for such denial; (b) the
specified reference to pertinent provisions of this
Agreement on which such denial is based; (c) a description
of any additional material or information necessary for the
Claimant to perfect his or her claim and an explanation why
such material or such information is necessary; (d)
appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review; and (e) the
time limits for requesting a review under subsection (3) and
for review under subsection (4) hereof.
(3) Request for Review. Within sixty (60) days after the receipt
by the Claimant of the written opinion described above, the
Claimant may request in writing that the Secretary of the
Corporation review the determination of the Corporation.
Such request must be addressed to the Secretary of the
Corporation, at its then principal place of business. The
Claimant or his or her duly authorized representative may,
but need not, review the pertinent documents and review and
submit issues and comments in writing for consideration by
the Corporation. If the claimant does not request a review
of the Corporation's determination by the Secretary of the
Corporation within such sixty (60) day period, he or she
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shall be barred and estopped from challenging the Corporation's
determination.
(4) Review of Decision. Within sixty (60) days after the Secretary's
receipt of a request for review, he or she will review the
Corporation's determination. After considering all the materials
presented by the Claimant, the Secretary will render a written
opinion, setting forth the specific reasons for the decision and
containing specific references to the pertinent provisions of this
Agreement on which the decision is based. If special circumstances
require that the sixty (60) day time period be extended, the
Secretary will so notify the Claimant and will render the decision
as soon as possible, but no later than one hundred twenty (120)
days after receipt of the request for review. The Secretary's
decision shall be final and binding upon the Claimant.
12. AMENDMENT. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their
respective successors or assigns, and may not be otherwise terminated
except as provided herein.
13. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Corporation and its successors and assigns, and the
Employee, the Owner, and their respective successors, assigns, heirs,
executors, administrators and beneficiaries.
14. NOTICE. Any notice, consent or demand required or permitted to be given
under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or
demand is mailed to a party hereto, it shall be sent by United States
Certified Mail, postage prepaid or sent by Federal Express, Airborne, or
UPS, addressed to such party's last known address as shown on the records
of the Corporation or faxed to such party at said party's last known fax
number. The date of such mailing shall be deemed the date of notice,
consent or demand.
15. GOVERNING LAW. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of the
State of Michigan.
THIS SPACE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, as of the day and year first above written.
SATURN ELECTRONICS & ENGINEERING,
INC. ("Corporation")
/s/ Donald J. Cowie
------------------------------ -----------------------------------
Donald J. Cowie, C.F.O.
------------------------------
WALLACE K. TSUHA ("Employee")
/s/ Wallace K. Tsuha, Jr.
------------------------------ -----------------------------------
------------------------------
SHERMAN CRUZ, TRUSTEE OF THE
WALLACE K. TSUHA IRREVOCABLE
LIFE INSURANCE TRUST OF DECEMBER
13, 1991 ("Owner")
/s/ Sherman Cruz
------------------------------ -----------------------------------
Sherman Cruz, Trustee
------------------------------
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EXHIBIT A
LIFE INSURANCE
INSURER: Northwesten Mutual Life
INSURED: Wallace K. Tsuha
POLICY NUMBER: 14000573
FACE AMOUNT: TWENTY MILLION ($20,000,000.00)
DIVIDEND OPTION:
DATE OF ISSUE:
INSURER:
------------------------------------------------------------------------
INSURED:
------------------------------------------------------------------------
POLICY NUMBER:
------------------------------------------------------------------
FACE AMOUNT:
--------------------------------------------------------------------
DIVIDEND:
-----------------------------------------------------------------------
OPTION:
-------------------------------------------------------------------------
DATE OF ISSUE:
------------------------------------------------------------------
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INSURER:
------------------------------------------------------------------------
INSURED:
------------------------------------------------------------------------
POLICY NUMBER:
------------------------------------------------------------------
FACE AMOUNT:
--------------------------------------------------------------------
DIVIDEND:
-----------------------------------------------------------------------
OPTION:
-------------------------------------------------------------------------
DATE OF ISSUE:
------------------------------------------------------------------
INSURER:
------------------------------------------------------------------------
INSURED:
------------------------------------------------------------------------
POLICY NUMBER:
------------------------------------------------------------------
FACE AMOUNT:
--------------------------------------------------------------------
DIVIDEND:
-----------------------------------------------------------------------
OPTION:
-------------------------------------------------------------------------
DATE OF ISSUE:
------------------------------------------------------------------
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INSURER:
------------------------------------------------------------------------
INSURED:
------------------------------------------------------------------------
POLICY NUMBER:
------------------------------------------------------------------
FACE AMOUNT:
--------------------------------------------------------------------
DIVIDEND:
-----------------------------------------------------------------------
OPTION:
-------------------------------------------------------------------------
DATE OF ISSUE:
------------------------------------------------------------------
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