- 18 -
cents a share, to AST. According to the terms of each subscrip-
tion agreement, the transfer of 6,150 shares of AST stock to Mr.
Scott and Ms. Scott, respectively, was contingent on (1) AST's
purchase of MSSTA's assets in accordance with the asset purchase
agreement and (2) the closing of the other subscription agree-
ment. In this regard, each subscription agreement stated in
pertinent part:
The purchase [of AST stock] will take place upon AST
completing its purchase of the assets of Mountain
States Stock Transfer Agents, Inc. in accordance with
an Agreement for Purchase and Sale of Assets dated
September 7, 1989 ("Asset Purchaser [sic] Agreement")
* * *. If the closing under the Asset Purchase Agree-
ment has not occurred on or before September 30, 1989,
unless extended for up to 30 days at the sole discre-
tion of AST * * *, the escrowed purchase price [for the
AST stock] will be returned promptly and without in-
terest to Purchaser, and this [subscription] Agreement
shall be deemed terminated.
In addition to the Scotts' paying $1,230 for an aggregate 33-
percent stock interest in AST as set forth in the subscription
agreements, as consideration for the Scotts' acquisition of about
36 percent of that stock interest, or in the aggregate 12 percent
of AST's stock, Mr. Scott agreed to guarantee a bank loan that
AST sought in order to finance in part AST's acquisition of
MSSTA's assets and to forgo for a period of several years con-
tributions by AST for Mr. Scott's benefit to its profit-sharing
plan. As a result of the MSSTA transaction, Mr. Scott and Ms.
4(...continued)
agreement was $615, and not $6,150.
Page: Previous 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 NextLast modified: May 25, 2011