Deiss Gerard – ‘SC 13D/A’ on 6/27/01 re: Ieh Corporation – EX-99.A

On:  Wednesday, 6/27/01, at 3:43pm ET   ·   Accession #:  950136-1-500713   ·   File #:  5-38983

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Schedule 13D                              4     13K 
 2: EX-99.A     Share Purchase Agreement                               4     14K 

EX-99.A   —   Share Purchase Agreement

EX-99.A
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SHARE PURCHASE AGREEMENT

              Share Purchase Agreement ("Agreement") entered into on the
29th day of May 2001 by and between Gerard Deiss, residing at 16 Rue De La Mare 
Chantreuil, F-78.490, Mere Par Montfort, L'Amaury, France ("Seller"), and       
Michael Offerman, with an office c/o IEH Corporation, 140 58th Street, Suite 8E,
Brooklyn, New York 11220 ("Buyer").                                             

 W I T N E S S E T H

            WHEREAS, Seller is the owner of five hundred forty-seven
thousand (547,000) shares of common stock (the "Shares") of IEH Corporation, a  
New York corporation (the "Corporation"), representing 23.7% of the             
Corporation's presently issued and outstanding securities;                      

                 WHEREAS, the Buyer desires to purchase the Shares, and Seller
desires to sell the Shares to the Buyer, on the terms and conditions hereinafter
contained.                                                                      

             NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, receipt of which is acknowledged, the    
parties hereby agree as follows:                                                

1.   PURCHASE OF SHARES                               

               (a)   Subject to the terms and conditions set forth in this
Agreement, the Seller hereby sells to the Buyer, and the Buyer hereby purchases 
from the Seller, the Shares, for a total purchase price of $82,050 (the         
"Purchase Price").                                                              

              (b)   The Purchase Price being paid to the Seller is being
paid by delivery of a certified check payable to Hartman & Craven LLP.          

  2.    A    REPRESENTATIONS AND WARRANTIES OF THE SELLER.
The Seller hereby represents, warrants and agrees as follows:                   

     (a)   The Seller is the sole owner, of record and
beneficially, free and clear of any liens or encumbrances, and has complete and 
unrestricted power and the right to sell to the Buyer, the Shares being sold    
hereby, and has good and marketable title thereto. The Seller is not a party to 
or bound by any subscriptions, options, warrants, calls, commitments or rights  
to purchase, or any other agreements relating to any of the Shares.             

 - 1 -

EX-99.A
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
             (b)   The Seller has the right, power, legal capacity and
authority to execute and deliver this Agreement and to perform his obligations  
under this Agreement and no approvals of any person are required in connection  
therewith.                                                                      

               (c)   This Agreement has been duly and validly executed and
delivered by the Seller and constitute the valid and binding obligations of the 
Seller, enforceable against him in accordance with its terms.                   

            (d)   There are no actions, suits or proceedings pending
against the Seller, or to the best of his knowledge, threatened against him     
which affects this Agreement.                                                   

            2.    B.   REPRESENTATIONS AND WARRANTIES OF THE BUYER.  The Buyer
hereby represents, warrants and agrees as follows:                              

          (a) The Buyer has the right, power, legal capacity and
authority to execute and deliver this Agreement and to perform his obligations  
under this Agreement and no approvals of any person are required in connection  
therewith.                                                                      

             (b) This Agreement has been duly and validly executed and
delivered by the Buyer and constitutes the valid and binding obligations of the 
Buyer, enforceable against him in accordance with its terms.                    

                  (c) There are no actions, suits or proceedings pending against
the Buyer, or to the best of his knowledge, threatened against him which affects
this Agreement.                                                                 

3.  CLOSING.                                          

                  (a) DELIVERIES TO THE BUYER. The Seller hereby delivers to the
Buyer the following:                                                            

                (i)  a stock certificate evidencing the Shares being
                 purchased by the Buyer, registered in the name of the Seller;
and                                         

 (ii) a stock power executed in blank.

                  (b) DELIVERIES TO THE SELLER. The buyer hereby delivers to the
seller the following:                                                           

                    (i)  a certified check payable to the order of Hartman &
                 Craven LLP in the amount specified pursuant to Paragraph 1(a)
hereof.                                     

 - 2 -

EX-99.A
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
4.       BROKERAGE                                            

              The Seller and the Buyer each represent and warrant to the
other that no finder's fee and/or business brokerage commission is payable to   
any person, firm or corporation by virtue of the execution and delivery of this 
Agreement and the consummation of the transactions provided for in this         
Agreement, and each agrees to indemnify and hold harmless the other from and    
against any claims, costs, liabilities and expenses incurred by virtue of any   
claim that a finder's fee and/or business brokerage fee is due and payable      
hereunder by virtue of any action of the indemnifying party.                    

5.       MISCELLANEOUS                                        

              (a) BENEFIT OF PARTIES. All of the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, executors, administrators, successors and assigns.      

    (b) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an    
original, but all of which together shall constitute one and the same           
instrument.                                                                     

            (c) FURTHER ASSURANCES. All parties agree that after the
Closing, they will from time to time, upon the request of the other party and   
without further consideration, execute, acknowledge and deliver in proper form  
any further instruments and take such other action as such other party may      
reasonably require in order to effectively carry out the intent of this         
Agreement.                                                                      

              (d) HEADINGS. The captions of the Sections and Articles of
this Agreement are solely for convenience of reference and shall not be deemed  
to affect the meaning or interpretation hereof.                                 

         (e) NOTICES.  All notices, requests, demands or other
communications which are required or permitted to be given pursuant to the terms
of this Agreement shall be in writing and delivery shall be sufficient in all   
respects if delivered personally, by facsimile, or sent by registered or        
certified mail, return receipt requested, postage prepaid, to the other parties'
addresses set forth in the preamble of this Agreement, or to such other address 
as may be specified by any party by notice given in accordance with the         
foregoing, within the case of the Buyer, a copy to:                             

 [       ]

 - 3 -

EX-99.A
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
and in the case of the Seller, with a copy to:                                  

Joel I. Frank, Esq.     
Hartman & Craven LLP    
460 Park Avenue         
New York, New York 10022

                (f)     ENTIRE AGREEMENT; EXPENSES. This Agreement
contains the entire agreement and understanding of the parties hereto as to the 
subject matter hereof. There are no representations, promises, warranties,      
covenants, agreements or undertakings other than those expressly set forth or   
provided for in this Agreement. This Agreement supersedes all prior written or  
oral agreements and understandings between the parties with respect to the      
transactions contemplated by this Agreement. Each party shall bear its          
respective expenses of preparing and negotiating this Agreement.                

                (g)     SURVIVAL. All representations, warranties,
agreements, covenants, obligations, undertakings and indemnities made by the    
parties to this Agreement shall survive the closing and the consummation of the 
transactions contemplated hereby.                                               

                   (h)     AMENDMENT AND WAIVER. No term or provision of
this Agreement may be amended, waived, discharged or terminated orally, but only
by an instrument in writing signed by the parties hereto. Any waiver shall be   
effective only in accordance with its express terms and conditions and such     
waiver shall not affect or impair the waiving party's rights in respect to any  
other covenant or default hereunder.                                            

                      (i)     GOVERNING LAW. This Agreement shall be construed
and enforced in accordance with the laws of the State of New York applicable to 
contracts made and to be performed fully in such State, without giving effect to
the principles of conflict of law thereof.                                      

                 IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.                    

                                                  /s/ Gerard Deiss
                                                        ----------------------
                                                      Gerard Deiss

                                                      /s/ Michael Offerman
                                                        ----------------------
                                                          Michael Offerman

 - 4 -