Amendment No. 1 to Acquisition Agreement among Zebra Technologies, Rushmore Acquisition Corp., and Fargo Electronics
This amendment, dated August 30, 2001, modifies the original Acquisition Agreement between Zebra Technologies Corporation, its subsidiary Rushmore Acquisition Corp., and Fargo Electronics, Inc. The main change is a reduction of the termination fee payable by Fargo Electronics to Zebra Technologies from $5,600,000 to $4,100,000. This adjustment is made in connection with the settlement of a legal complaint and affects specific sections of the original agreement. All other terms of the Acquisition Agreement remain unchanged.
Exhibit 10.2
AMENDMENT NO. 1 TO ACQUISITION AGREEMENT
This AMENDMENT NO. 1 TO ACQUISITION AGREEMENT (this Amendment No. 1) dated as of August 30, 2001, is among Zebra Technologies Corporation, a Delaware corporation (Parent), Rushmore Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and Fargo Electronics, Inc., a Delaware corporation (the Company).
INTRODUCTION
Parent, Merger Sub and the Company are parties to an Acquisition Agreement, dated as of July 31, 2001 (the Acquisition Agreement), pursuant to which and subject to the conditions set forth therein, (i) Merger Sub has commenced a tender offer to purchase all outstanding shares of Company Common Stock (as defined in the Acquisition Agreement) and (ii) following the consummation of the cash tender offer, Merger Sub will merge with and into the Company.
Section 9.3(a) of the Acquisition Agreement currently provides for, among other things, the payment by the Company to Parent, under certain conditions, of a termination fee (the Termination Fee) in the amount of $5,600,000.
A complaint (the Stewart Complaint) was filed by James Stewart in District Court, Fourth Judicial District, County of Hennepin, State of Minnesota on August 13, 2001 against the Company, members of the Companys board of directors and Parent.
In connection with the settlement of the Stewart Complaint, Parent, Merger Sub and the Company have agreed to amend Section 9.3(a) of the Acquisition Agreement to reduce the amount of the Termination Fee from $5,600,000 to $4,100,000.
AGREEMENT
In consideration of the foregoing and of the mutual covenants, representations, warranties and agreements of the parties set forth in the Acquisition Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:
1. Section 9.3(a)(i) of the Acquisition Agreement is amended by changing the stated amount appearing therein from $5,600,000 to $4,100,000.
2. Section 9.3(a)(ii) of the Acquisition Agreement is amended by changing the stated amount appearing therein from $5,600,000 to $4,100,000.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the day and year first written above.
| ZEBRA TECHNOLOGIES CORPORATION | ||
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| By: |
| /s/ EDWARD L. KAPLAN |
| Name: |
| Edward L. Kaplan |
| Title: |
| Chairman and Chief Executive Officer |
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| RUSHMORE ACQUISITION CORP. | ||
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| By: |
| /s/ CHARLES R. WHITCHURCH |
| Name: |
| Charles R. Whitchurch |
| Title: |
| Vice President, Treasurer and Secretary |
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| FARGO ELECTRONICS, INC. | ||
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| By: |
| /s/ JEFFREY D. UPIN |
| Name: |
| Jeffrey D. Upin |
| Title: |
| Vice President and General Counsel |