SMART MODULAR TECHNOLOGIES INC 3
3 · SMART MODULAR TECHNOLOGIES INC · Filed Sep 22, 1999
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (2)
- [1]As an inducement to Solectron to enter into an Agreement and Plan of Reorganization (the "Merger Agreement"), Solectron and Smart entered into a Stock Option Agreement dated as of September 13, 1999 (the "Stock Option Agreement"). Pursuant to the Stock Option Agreement, Smart granted Solectron the Option, under certain conditions, to acquire up to the number of shares of Smart Common Stock sufficient to give Solectron ownership of 19.9% of Smart's outstanding Common Stock. Smart's obligation to issue shares pursuant to the exercise of the Stock Option is subject to the occurrence of certain events (each, an "Exercise Event"), which may not occur. In general, an Exercise Event may be deemed to occur: (a) if (i) the Board of Directors of Smart or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Solectron its unanimous recommendation in favor of, the adoption and approval of the Merger Agreement or the approval of the Merger; (ii) Smart shall have failed to include in the Prospectus/Proxy Statement the unanimous recommendation of the Board of Directors of Smart in favor of the adoption and approval of the Merger Agreement and the approval of the Merger; (iii) the Board of Directors of Smart fails to reaffirm its unanimous recommendation in favor of the adoption and approval of the Merger Agreement and the approval of the Merger within ten (10) days after Solectron requests in writing that such recommendation be reaffirmed at any time following the announcement of an Acquisition Proposal (as defined in Section 5.4(a) of the Merger Agreement); (iv) the Board of Directors of Smart or any committee thereof shall have approved or recommended any Acquisition Proposal; (v) Smart shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Acquisition Proposal; or (vi) a tender or exchange offer relating to securities of Smart shall have been commenced by a Person (as defined in the Merger Agreement) unaffiliated with Solectron and Smart shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated under the Securities Act of 1933, as amended, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that Smart recommends rejection of such tender or exchange offer; or (b) if the Merger Agreement is terminated by either Solectron or Smart because the Merger shall not have been consummated by March 31, 2000, or because the Smart stockholders fail to approve the Merger Agreement and the Merger.
- [2]The Option will terminate upon the earliest of (i) the completion of the Merger, (ii) twelve (12) months following the date on which the Merger Agreement is terminated pursuant to Section 7.1(b) or 7.1(d) thereof, if no event causing the Termination Fee to become payable pursuant to Section 7.3(b)(ii) of the Merger Agreement has occurred, (iii) eighteen (18) months following the date on which the Merger Agreement is terminated pursuant to Section 7.5(g) or 7.1(h) thereof, (iv) in the event the Merger Agreement has been terminated pursuant to Section 7.1(b) or 7.1(d) thereof and the Termination Fee became payable pursuant to Section 7.3(b)(ii) thereof, 18 months after payment of the Termination Fee; or (v) the date on which the Merger Agreement is terminated if neither an Exercise Event nor the announcement of an Acquisition Proposal by a third party occurred on or prior to the date of such termination. /s/ Susan Wang September 22, 1999 ---------------------------------------------------- ** Intentional misstatements or omissions of facts constitute Federal **