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-10.3 — Michael A. Steinback Employment Agreement
EX-10.3 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.3
[LETTERHEAD OF COMMUNICATIONS INSTRUMENTS, INC.]
January 7, 1994
MR. MICHAEL A. STEINBACK
____ WHISPERING OAKS
BUFFALO GROVE, IL 60089
Dear Mike:
We are very pleased to set forth the following terms of CII's offer of
-----
employment to you:
I. TITLE: VICE PRESIDENT OF OPERATIONS
------
II. REPORTING TO: RAMZI DABBAGH, PRESIDENT
-------------
III. RESPONSIBILITIES:
-----------------
* SALES AND MARKETING
* MANUFACTURING OPERATIONS (MIDTEX AND FAIRVIEW)
* PLANT FACILITIES
* MATERIALS
* HUMAN RESOURCES
* BUSINESS PLANS AND P & L
IV. COMPENSATION
------------
* BASE SALARY: $125,000 PER YEAR
------------
* AUTO ALLOWANCE: $7,800 PER YEAR ($650 MONTH)
---------------
* BONUS INCENTIVE: SAME AS PRESIDENT AND VICE PRESIDENT OF BUSINESS
----------------
DEVELOPMENT BASED ON PERFORMANCE AGAINST OBJECTIVES.
* ANNUAL SALARY INCREASE/REVIEW: CONSISTENT WITH COMPANY POLICY AS
------------------------------
RELATES TO OTHER EXECUTIVE STAFF MEMBERS.
V. STOCK OPTION
------------
* ENTITLED TO ACQUIRE 1% (10,000 SHARES) OF COMMON STOCK UPON EMPLOYMENT
AT $1.00 PER SHARE. PAYMENT PLAN TO BE WORKED OUT. ADDITIONALLY,
ENTITLED TO ACQUIRE ADDITIONAL 1% OF STOCK AFTER FIRST YEAR OF
EMPLOYMENT WITH COST AND PAYMENT PLAN IDENTICAL TO INITIAL 1%.
VI. MOVING EXPENSES: CII TO PAY FOR ALL MOVE RELATED EXPENSES INCLUDING:
---------------- ---
* REAL ESTATE COMMISSIONS
* VAN LINES (PACKING, STORAGE, UNPACKING AND INSURANCE)
* HOUSEHUNTING VISITS FOR MYSELF, WIFE AND FAMILY
* TEMPORARY LIVING/HOUSING EXPENSES
* SETTLE-IN ALLOWANCE
* FULL INCOME TAX EQUALIZATION AND PROTECTION
VII. EMPLOYMENT/SEVERANCE AGREEMENT
------------------------------
* INITIAL PERIOD: 15 MONTHS
---------
* SUBSEQUENT PERIODS: 12 MONTHS
---------
* 100% SALARY AND BENEFIT CONTINUATION/COVERAGE IF TERMINATED FOR THIS
INITIAL AND SUBSEQUENT TIME PERIODS
* FULL DETAILS TO BE WORKED OUT
VIII. OTHER BENEFITS
--------------
* ENTITLED TO RECEIVE ALL OTHER BENEFITS OF CII AS PUBLISHED. AS OF THE
---
DAY OF EMPLOYMENT AND OTHER SUCH BENEFITS, THAT MAY BE ADDED FROM TIME
TO TIME. BENEFITS INCLUDE MAJOR MEDICAL, DENTAL, LIFE, AND DISABILITY
INSURANCE, HOLIDAYS AND VACATIONS, 401K AND/OR PROFIT SHARING PLANS.
COVER "PRE-EXISTING ILLNESS" DURING FIRST 12 MONTHS IF I AM UNABLE FOR
ANY REASON TO OBTAIN COVERAGE UNDER "COBRA"
Mike, we are convinced that this move in position is very important at
this point of your career. We believe that your knowledge and experience will
add much value to our organization as we grow the business. We are very excited
about this association.
Please sign a copy where indicated and return to my attention.
Sincerely,
/s/ Ramzi A. Dabbagh
-----------------------------
Ramzi A. Dabbagh, President
Accepted by: /s/ Michael Steinback
----------- --------------------------
Michael Steinback
/ts
___.wpf
-2-
[LETTERHEAD OF COMMUNICATIONS INSTRUMENTS, INC.]
January 7, 1994
MR. MICHAEL A. STEINBACK
2251 WHISPERING OAKS
BUFFALO GROVE, IL 60089
Dear Mike:
We are very pleased to set forth the following terms of CII's offer of
-----
employment to you:
I. TITLE: VICE PRESIDENT OF OPERATIONS
------
II. REPORTING TO: RAMZI DABBAGH, PRESIDENT
-------------
III. RESPONSIBILITIES:
-----------------
* SALES AND MARKETING
* MANUFACTURING OPERATIONS (MIDTEX AND FAIRVIEW)
* PLANT FACILITIES
* MATERIALS
* HUMAN RESOURCES
* BUSINESS PLANS AND P & L
IV. COMPENSATION
------------
* BASE SALARY: $125,000 PER YEAR
------------
* AUTO ALLOWANCE: $7,800 PER YEAR ($650 MONTH)
---------------
* BONUS INCENTIVE: SAME AS PRESIDENT AND VICE PRESIDENT OF BUSINESS
----------------
DEVELOPMENT BASED ON PERFORMANCE AGAINST OBJECTIVES.
* ANNUAL SALARY INCREASE/REVIEW: CONSISTENT WITH COMPANY POLICY AS
------------------------------
RELATES TO OTHER EXECUTIVE STAFF MEMBERS.
V. STOCK OPTION
------------
* ENTITLED TO ACQUIRE 1% (10,000 SHARES) OF COMMON STOCK UPON EMPLOYMENT
AT $1.00 PER SHARE. PAYMENT PLAN TO BE WORKED OUT. ADDITIONALLY,
ENTITLED TO ACQUIRE ADDITIONAL 1% OF STOCK AFTER FIRST YEAR OF
EMPLOYMENT WITH COST AND PAYMENT PLAN IDENTICAL TO INITIAL 1%.
VI. MOVING EXPENSES: CII TO PAY FOR ALL MOVE RELATED EXPENSES INCLUDING:
---------------- ---
* REAL ESTATE COMMISSIONS
* VAN LINES (PACKING, STORAGE, UNPACKING AND INSURANCE)
* HOUSEHUNTING VISITS FOR MYSELF, WIFE AND FAMILY
* TEMPORARY LIVING/HOUSING EXPENSES
* SETTLE-IN ALLOWANCE
* FULL INCOME TAX EQUALIZATION AND PROTECTION
VII. EMPLOYMENT/SEVERANCE AGREEMENT
------------------------------
* INITIAL PERIOD: 15 MONTHS
---------
* SUBSEQUENT PERIODS: 12 MONTHS
---------
* 100% SALARY AND BENEFIT CONTINUATION/COVERAGE IF TERMINATED FOR THIS
INITIAL AND SUBSEQUENT TIME PERIODS
* FULL DETAILS TO BE WORKED OUT
VIII. OTHER BENEFITS
--------------
* ENTITLED TO RECEIVE ALL OTHER BENEFITS OF CII AS PUBLISHED. AS OF THE
---
DAY OF EMPLOYMENT AND OTHER SUCH BENEFITS, THAT MAY BE ADDED FROM TIME
TO TIME. BENEFITS INCLUDE MAJOR MEDICAL, DENTAL, LIFE, AND DISABILITY
INSURANCE, HOLIDAYS AND VACATIONS, 401K AND/OR PROFIT SHARING PLANS.
COVER "PRE-EXISTING ILLNESS" DURING FIRST 12 MONTHS IF I AM UNABLE FOR
ANY REASON TO OBTAIN COVERAGE UNDER "COBRA"
Mike, we are convinced that this move in position is very important at
this point of your career. We believe that your knowledge and experience will
add much value to our organization as we grow the business. We are very excited
about this association.
Please sign a copy where indicated and return to my attention.
Sincerely,
/s/ Ramzi A. Dabbagh
-----------------------------
Ramzi A. Dabbagh, President
Accepted by: /s/ Michael Steinback
----------- --------------------------
Michael Steinback
/ts
___.wpf
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 |
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| | |
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 |
| | 1/7/94 | | 1 | | 3 |
| List all Filings |
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