Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment No. 1 to Form S-4 141 745K
2: EX-3.1 Articles of Incorporation of the Company 10 36K
3: EX-3.2 By-Laws of the Company 9 42K
4: EX-3.3 Articles of Incorporation of Kilovac 75 142K
5: EX-3.4 By-Laws of Kilovac 20 76K
6: EX-3.5 Articles of Incorporation of Kilovac International 2 14K
7: EX-3.6 By-Laws of Kilovac International 19 76K
8: EX-4.1 Indenture, Dated September 18, 1997 147 467K
9: EX-4.2 Purchase Agreement, Dated September 12, 1997 40 132K
10: EX-4.3 Registration Rights Agreement 33 121K
11: EX-10.1 Ramzi A. Dabbagh Employment Agreement 8 34K
19: EX-10.10 Security Agreement, Dated September 18, 1997 53 154K
20: EX-10.11 Stock Subscription & Purchase Agreement 29 161K
21: EX-10.13 Environmental Remediation & Escrow Agreement 16 45K
22: EX-10.14 Lease Agreement, Dated July 2, 1996 31 116K
23: EX-10.15 2nd Amend. to Stock Subscription & Purchase Agrmt 8 36K
24: EX-10.17 Amend. to the Recapitalization Agreement 61 280K
25: EX-10.18 Indemnification & Escrow Agreement 12 57K
26: EX-10.19 Stockholders Agreement, Dated September 18, 1997 27 98K
12: EX-10.2 G. Daniel Taylor Employment Agreement 8 34K
27: EX-10.20 Registration Agreement, Dated September 18, 1997 27 98K
28: EX-10.21 Form of Junior Subordinated 10 47K
29: EX-10.22 Kilovac & Dan McAllister Employment Agreement 4 26K
30: EX-10.23 Kilovac & McPherson Employment Agreement 4 27K
31: EX-10.24 Kilovac & Rick Danchuk Employment Agreement 4 27K
32: EX-10.25 Kilovac & Robert A. Helman Employment Agreement 4 27K
13: EX-10.3 Michael A. Steinback Employment Agreement 4 25K
14: EX-10.4 David Henning Employment Agreement 3 21K
15: EX-10.5 Management Agreement, Dated September 18, 1997 5 25K
16: EX-10.6 Tax Sharing Agreement 4 21K
17: EX-10.8 Pledge Agreements, Dated September 18, 1997 17 62K
18: EX-10.9 Subsidiary Guarantee, Dated September 18, 1997 14 55K
33: EX-12.1 Statement of Computation of Ratios 1 15K
34: EX-21.1 Subsidiaries of the Company, Kilovac & Kilovac Int 1 12K
35: EX-23.1 Consent of Deloitte & Touche LLP 1 13K
36: EX-23.2 Consent of Deloitte & Touche 1 13K
37: EX-23.3 Consent of Deloitte & Touche LLP 1 13K
38: EX-99.1 Form of Letter of Transmittal 11 57K
39: EX-99.2 Form of Notice of Guaranteed Delivery 4 24K
40: EX-99.3 Form of Tender Instructions 2± 16K
EX-10.4 — David Henning Employment Agreement
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EXHIBIT 10.4
[LETTERHEAD OF COMMUNICATIONS INSTRUMENTS, INC.]
November 21, 1994
Mr. David Henning
___ Ruskin Drive
Elk Grove Village, IL 60067
SUBJECT: EMPLOYMENT OFFER
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Dear David:
We are most pleased to set forth the following terms of CII's offer of
employment to you:
I. TITLE: VICE-PRESIDENT OF FINANCE
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II. REPORT TO: RAMZI DABBAGH, PRESIDENT
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III. RESPONSIBILITIES:
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1) Direct responsibility for all Finance, Accounting, and MIS functions.
2) Assistance in the development of business plans and P&L for the
corporation.
IV. COMPENSATION:
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1) BASE SALARY: $100,000 PER YEAR
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2) AUTO ALLOWANCE: $6,000 PER YEAR
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3) SPECIAL: Review base salary after six (6) months employment. The
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intention is to provide a reasonable base salary increase
providing first 6 month objectives are met.
4) INCENTIVE: Participation in the Executive Bonus Plan starting in 1995.
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V. STOCK OPTIONS:
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1) Entitled to acquire 1/2% (5,000 shares) of the Common Stock of CII
after your first year of employment provided your first year's
objectives are met.
2) Entitled to acquire an additional 1/2% (5,000 shares) of the Common
Stock of CII after your second year of employment provided your second
year objectives are met.
3) If more Common Stock becomes available you will be entitled to acquire
additional shares based on meeting employment objectives.
4) Cost and payment plan to be worked out.
VI. EMPLOYMENT AGREEMENT
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1) Rolling Twelve (12) Month Employment Agreement with annual salary
review consistent with company policy and guidelines.
VII. RELOCATION EXPENSES
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1) First six (6) months:
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* Reasonable temporary living and travel expenses for yourself and
your immediate family up until permanent residence is established.
2) Second six (6) months:
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* Reasonable travel expenses for yourself and your immediate family.
VIII. MOVING EXPENSES
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1) HOUSE
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* Reimbursement of actual real estate commissions if house is sold on
or before December 31, 1995.
2) MOVING EXPENSES
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* Actual reasonable costs of moving expenses and belongings to the
Asheville area, plus $2,500.00 settle-in allowance, or if belongings
are not moved, $7,500.00 settle-in allowance.
IX. OTHER
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1) Entitled to receive other standard published benefits of CII in effect
as of the day of your employment, and that may be added thereafter.
These benefits include major medical, dental, holidays, vacations,
401(K), life and disability insurance.
2) CII will acquire a lap-top computer and printer at reasonable cost for
your business use while travelling and at your residence.
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3) Special unpaid time-off allowance from January 23-27, 1995 to
accommodate your previously planned vacation.
X. STARTING DATE
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1) MONDAY, DECEMBER 5, 1994
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XI. OFFER EXPIRATION
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1) WEDNESDAY, NOVEMBER 30, 1994
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David, we are convinced that this move and change in position is important
for you at this point in your career. CII is growing and our future is very
exciting indeed. We believe that your knowledge and experience will add much
value to our business. We are most excited about this mutually rewarding
association.
Sincerely,
/s/ Ramzi A. Dabbagh
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Ramzi A. Dabbagh, President
/s/ G. Dan Taylor
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G. Dan Taylor, Executive V.P.
/s/ Mike Steinback
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Mike Steinback, V.P. of Operations
ACCEPTED: /s/ David Henning 11-23-94
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DAVID HENNING DATE
/Ss
HENNING.WPF
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Changed as of / Corrected on: | | 3/2/98 |
| Filed on: | | 2/20/98 | | | | | | | S-4/A |
| Filed as of: | | 12/11/97 | | | | | | | S-4/A |
| | 12/31/95 | | 2 |
| | 12/5/94 | | 3 |
| | 11/30/94 | | 3 |
| | 11/21/94 | | 1 |
| List all Filings |
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