-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WKjx7b4l4ticzf+bIW47m3/k0z1Mtm6XzrFamNLphZA3rwViPYCmpMGLTOPCAG3v FYEyHH+fZ2gRoGMwSi3Kug== /in/edgar/work/20000728/0000950134-00-006071/0000950134-00-006071.txt : 20000921 0000950134-00-006071.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950134-00-006071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000728 GROUP MEMBERS: STEPHENS GROUP INC GROUP MEMBERS: STEPHENS INVESTMENT PARTNERS III LLC GROUP MEMBERS: STEPHENS VASCULAR OPTIONS LLC GROUP MEMBERS: STEPHENS VASCULAR PREFERRED LLC GROUP MEMBERS: VASCULAR VOTING TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VASCULAR SOLUTIONS INC CENTRAL INDEX KEY: 0001030206 STANDARD INDUSTRIAL CLASSIFICATION: [3841 ] IRS NUMBER: 411859679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59371 FILM NUMBER: 681542 BUSINESS ADDRESS: STREET 1: 2495 XENIUM LANE NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125532970 MAIL ADDRESS: STREET 1: 2495 XENIUM LANE NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEPHENS GROUP INC CENTRAL INDEX KEY: 0001027804 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 710211822 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 CENTER STREET STREET 2: STE 2300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5015772573 MAIL ADDRESS: STREET 1: 111 CENTER ST STREET 2: STE 2300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 SC 13D 1 sc13d.txt SCHEDULE 13D 1 ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form . . . . 14.90 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Vascular Solutions, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 92231M109 --------------------------------------------------------------- (CUSIP Number) David A. Knight, c/o Stephens Group, Inc., 111 Center Street, Little Rock, AR 72201, (501) 377-2573 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 19, 2000 --------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - ------------------- ------------------ CUSIP No. 92231M109 Page 2 of 12 Pages - ------------------- ------------------ SCHEDULE 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) James Sommers, Voting Trustee of Vascular Voting Trust - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Arkansas - -------------------------------------------------------------------------------- 7 Sole Voting Power 2,717,180 NUMBER OF --------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY EACH --------------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON -0- WITH --------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,717,180 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 21.6 - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 3 - --------------------- ------------------ CUSIP No. 92231M109 Page 3 of 12 Pages - --------------------- ------------------ SCHEDULE 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) Stephens Group, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [X] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Arkansas - -------------------------------------------------------------------------------- 7 Sole Voting Power -0- NUMBER OF --------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY EACH --------------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON -0- WITH --------------------------------------------------- 10 Shared Dispositive Power 2,707,180 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,707,180 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 21.6 - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 - --------------------- ------------------ CUSIP No. 92231M109 Page 4 of 12 Pages - --------------------- ------------------ SCHEDULE 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) Stephens Vascular Preferred, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Arkansas - -------------------------------------------------------------------------------- 7 Sole Voting Power -0- NUMBER OF --------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY EACH --------------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON -0- WITH --------------------------------------------------- 10 Shared Dispositive Power 1,821,466 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,821,466 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 14.5 - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 - --------------------- ------------------ CUSIP No. 92231M109 Page 5 of 12 Pages - --------------------- ------------------ SCHEDULE 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) Stephens Vascular Options, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Arkansas - -------------------------------------------------------------------------------- 7 Sole Voting Power -0- NUMBER OF --------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY EACH --------------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON -0- WITH --------------------------------------------------- 10 Shared Dispositive Power 885,714 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 885,714 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 7.1 - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 - --------------------- ------------------ CUSIP No. 92231M109 Page 6 of 12 Pages - --------------------- ------------------ SCHEDULE 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) Stephens Investment Partners III LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Arkansas - -------------------------------------------------------------------------------- 7 Sole Voting Power -0- NUMBER OF --------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY EACH --------------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON -0- WITH --------------------------------------------------- 10 Shared Dispositive Power 10,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 10,000 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0.0 - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 - --------------------- ------------------ CUSIP No. 92231M109 Page 7 of 12 Pages - --------------------- ------------------ ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, par value $.01 per share, of Vascular Solutions, Inc. ("Vascular Solutions"), the principal executive offices of which are located at 2495 Xenium Lane North, Minneapolis, Minnesota 55441. This Schedule 13D is being filed to reflect a voting trust among James Sommers, as voting trustee (the "Voting Trustee"), and the persons listed in paragraph (a)(iii) through (a)(v) of Item 2 below (the "Trust Participants") pursuant to a Voting Trust Agreement dated as of July 14, 2000 (the "Voting Trust Agreement"). ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is being filed by and on behalf of (i) the Vascular Voting Trust, James Sommers, Voting Trustee, (ii) Stephens Group, Inc., (iii) Stephens Vascular Preferred, LLC, (iv) Stephens Vascular Options, LLC, and (v) Stephens Investment Partners III LLC (collectively, the "Reporting Persons"). (i) James Sommers is the Voting Trustee of the Vascular Voting Trust established pursuant to the Voting Trust Agreement. Mr. Sommers is a citizen of the United States of America, has a business address of 237 Cherokee Road, Charlotte, North Carolina 28207, and is principally employed as a financial consultant. (ii) Stephens Group, Inc. is an Arkansas business corporation, engaged in the business of buying, owning, holding and selling investment securities and other assets, the principal offices of which are located at 111 Center Street, Little Rock, Arkansas 72201. The voting stock of Stephens Group, Inc. is owned by the following persons: Jackson T. Stephens Trust No. One, Bess C. Stephens Revocable Trust, Warren A. Stephens Trust No. One, Wilton R. Stephens, Jr. Revocable Trust, Pamela Diane Stephens Trust, and Elizabeth Stephens Campbell Revocable Trust. The executive officers and directors of Stephens Group, Inc., and their respective principal employments, are: (A) Jackson T. Stephens, Chairman of the Board of Directors of Stephens Group, Inc. (B) Bess C. Stephens, Director of Stephens Group, Inc. (C) Warren A. Stephens, President of Stephens Group, Inc., and President and Chief Executive Officer of Stephens Inc. (D) Wilton R. Stephens, Jr., Director and officer of Stephens Group, Inc. and Stephens Inc. (E) Jon E.M. Jacoby, Director and Executive Vice President of Stephens Group, Inc., and Executive Vice President and Director of Stephens Inc. (F) Vernon J. Giss, Director of Stephens Group, Inc. (G) Craig D. Campbell, Director of Stephens Group, Inc. and employee of Stephens Inc. (H) William R. Walker, Director of Stephens Group, Inc. (I) Curtis F. Bradbury, Jr., Director of Stephens Group, Inc., and Senior Executive Vice President, Chief Operating Officer and Director of Stephens Inc. Each of the executive officers and directors of Stephens Group, Inc. listed above is a citizen of the United States of America and has the business address of Stephens Group, Inc., 111 Center Street, Little Rock, Arkansas 72201. (iii) Stephens Vascular Preferred, LLC, is an Arkansas limited liability company formed as a holding company for an investment in Vascular Solutions securities, with a business address of 111 Center Street, Little Rock, Arkansas 8 - --------------------- ------------------ CUSIP No. 92231M109 Page 8 of 12 Pages - --------------------- ------------------ 72201. Its sole manager is Stephens Group, Inc. Its members are Stephens Group, Inc. and officers and employees of Stephens Group, Inc. and its affiliates. (iv) Stephens Vascular Options, LLC, is an Arkansas limited liability company formed as a holding company for an investment in Vascular Solutions securities, with a business address of 111 Center Street, Little Rock, Arkansas 72201. Its sole manager is Stephens Group, Inc. Its members are officers and employees of Stephens Group, Inc. and its affiliates, and trusts and corporations controlled by Stephens family members. (v) Stephens Investment Partners III LLC is an Arkansas limited liability company engaged in the business of making private investments, with a business address of 111 Center Street, Little Rock, Arkansas 72201. Its managers are Warren Stephens, Wilton R. Stephens, Jr., Curtis F. Bradbury, Jr., Jon E.M. Jacoby, and Douglas H. Martin. Its members are current and former officers and employees of Stephens Inc., a second-tier, wholly-owned subsidiary of Stephens Group, Inc. (b) Except as described in (c) below, during the past five years, none of the Reporting Persons or the persons listed as directors, officers or managers of any of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor been the subject of any civil judgment, decree or order involving any federal or state securities laws or his/her compliance therewith. (c) Stephens Inc., an Arkansas corporation, is a second-tier, wholly-owned subsidiary of Stephens Group, Inc. and is a broker-dealer firm registered with the NASD and a member of the New York Stock Exchange. Stephens Inc. served as an underwriter in the initial public offering of the common stock of Vascular Solutions. Stephens Inc. will maintain an inventory of Vascular Solutions common stock from time to time and will be a market maker for Vascular Solutions common stock. The principal offices of Stephens Inc. are located at 111 Center Street, Little Rock, Arkansas 72201. During the past five years, Stephens Inc. has not been convicted in any criminal proceeding. During the past five years, Stephens Inc. has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws in the following proceedings: (i) Stephens Inc. entered into a consent order on October 4, 1996 with the NASD in NASD District 5, Matter Nos. CO5960094, CO5960040 in which the NASD found that Stephens Inc. had failed to establish, maintain and enforce proper supervisory procedures to prevent unsuitable trades or over-concentration of securities in customer accounts, improper communications by unregistered employees or through unregistered offices of the firm, improper communications and excessive compensation in connection with the wholesale marketing of certain mutual funds. Stephens Inc. agreed to engage an independent auditor to review and recommend improvements in its supervisory systems and procedures and to implement such improvements in an effort to prevent similar activities in the future and consented to a fine in connection therewith. (ii) Stephens Inc. entered into a consent order on September 5, 1997 In the Matter of Stephens Inc., No. FW-2019 before the Securities and Exchange Commission in which the Commission found that Stephens Inc.'s procedures for obtaining consent from its advisory customers for transactions in securities in which Stephens Inc. makes a market did not fully satisfy the requirements of Section 206(3) of the Investment Advisors Act of 1940 and ordered that Stephens Inc. cease and desist from its previous method of obtaining consent and utilize only consents that fully satisfy the requirements of said Section 206(3). (iii) On August 11, 1997, the Chicago Board Options Exchange entered a consent order In the Matter of Stephens Inc., File No. 97-0019, in which it found that Stephens Inc.'s margin system had failed to accurately compute margin requirements for certain option positions in customer accounts. Stephens Inc. agreed to engage independent accountants to review its margin system and to make recommendations to prevent a recurrence of inaccurate margin requirement computations, in an effort to assure accurate pricing and margin calculations in the future, and Stephens Inc. consented to a fine in connection therewith. (iv) In the matter of Escambia County, Stephens Inc. and Bill Bethea, NASD No. CO5950076, the NASD found that Stephens Inc. had failed to effectively supervise one of its registered employees in the municipal finance business, who, without the knowledge of Stephens Inc., had apparently paid a bribe to an official of a public bond authority. Stephens Inc. consented to a fine in connection therewith on or about November 15, 1995. 9 - --------------------- ------------------ CUSIP No. 92231M109 Page 9 of 12 Pages - --------------------- ------------------ (v) On or about October 23, 1996, Stephens Inc. entered into a letter of consent with the NASDR in NASDR Case No. CO5960089, in which it consented to a fine in connection with an allegation that Stephens Inc. had failed to include one of its public finance assignments on a Form G-37 report filed with the Municipal Securities Rulemaking Board ("MSRB"). (vi) On or about May 8, 1997, Stephens Inc. entered into a letter of consent with the NASDR, in NASDR Case No. CO5970016, in which it consented to a fine in connection with an allegation that it had failed to include two public finance assignments on a Form G-37 report filed with the MSRB and that it had failed to file two Form G-36 reports with the MSRB in connection with two municipal finance assignments. (vii) On or about May 21, 1998, Stephens Inc. agreed to submit a letter of consent with the NASDR consenting to a fine in connection with an allegation that it had failed to execute five transactions on behalf of public customers at the best inter-dealer market price as reported by Nasdaq, had failed to cross two customer orders with limit orders that offered better prices, and had failed in eight instances to publish, on a timely basis, bids or offers that reflected customer limit orders that were at prices which would have improved Stephens' bid or offer in certain securities. (viii) On November 12, 1998 a civil action was filed by the U.S. Attorney's Office in the U.S. District Court for the Northern District of Florida, Case No. 3:98cv448/RV/MD, against Stephens Inc. The matter was settled pursuant to court order on November 24, 1998. Stephens Inc. was held vicariously liable on a civil basis under 18 U.S.C. Sections 1341, 1343, 1345 and 1346 for (i) undisclosed payments made by three former employees to two Florida public officials in connection with the pursuit of municipal finance business in Florida; and (ii) a former employee's failure to disclose payments made to an outside consultant and an employee of another broker dealer in connection with an offering of the Florida Community Services Corp. of Walton County. Stephens Inc. paid a $2.25 million civil penalty to the Dept. of Justice, $296,385.90 to the Escambia County (Florida) Utilities Authority, $53,756.38 to the Osceola County (Florida) Commission, and $536,529.73 to the Florida Housing Finance Agency. The firm also agreed to forego any new, negotiated municipal securities business in Florida for five years, and to forego permanently the use of outside consultants in connection with the solicitation of municipal bond business. (ix) On November 23, 1998 the SEC filed an Administrative Proceeding (File No. 3-9781) against Stephens Inc. which, without admitting or denying the findings, consented to entry of the findings and the imposition of remedial sanctions by the SEC. The SEC found: 1) three former employees made undisclosed payments to three Florida public officials in connection with the firm's municipal securities activities in Florida between 1992 and 1995; 2) inaccurate entries were made on the firm's books and records concerning outside municipal finance consultants, expenses charged to issuers, and the improper reimbursement of political contribution made by employees of the firm; and 3) the firm failed to disclose a commission earned on a guaranteed investment contract purchased by the Cherokee Co. (Ga.) Water & Sewerage Authority in connection with an offering underwritten by Stephens Inc. Such conduct violated Sections 10(b), 15B(c)(1) and 17(a) of the Exchange Act and Rules 10b-5 and 17a-3 thereunder, Section 17(a) of the Securities Act, and MSRB Rules G-8, G-17 and G-20. Stephens Inc. was ordered to: 1) cease and desist from committing violations of Sections 10(b), 15B(c)(1) and 17(a) of the Exchange Act and Rules 10b-5 and 17a-3 thereunder, Section 17(a) of the Securities Act, and MSRB rules G-8, G-17 and G-20; 2) pay a $2.25 million civil penalty to the Commission; 3) pay $111,019.19 to the Cherokee (Ga.) Water & Sewerage Authority; and 4) retain an independent consultant to review public finance policies and procedures. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION Collectively, Stephens Vascular Preferred, LLC, Stephens Vascular Options, LLC, and Stephens Investment Partners III LLC beneficially own approximately 21.6% of the outstanding common stock of Vascular Solutions. Stephens Inc., a wholly-owned second-tier subsidiary of Stephens Group, Inc. and registered broker-dealer, desires to engage in market-making activities and other principal transactions in the common stock of Vascular Solutions without the need to deliver a prospectus under current law and regulations. In order to do so, it is necessary that Stephens Inc. not be deemed an "affiliate" under the Securities Act of 1933, as amended (the "Act") and the Exchange Act of 1934, as amended (the "Exchange Act"). Therefore, the Trust Participants entered 10 - --------------------- ------------------- CUSIP No. 92231M109 Page 10 of 12 Pages - --------------------- ------------------- into the Voting Trust Agreement because the relationships among them, Stephens Inc. and Vascular Solutions may create an inference that Stephens Inc. is an "affiliate" of Vascular Solutions under the Act and the Exchange Act. Stephens Inc., a wholly-owned second-tier subsidiary of Stephens Group, Inc., intends to make a market in Vascular Solutions common stock and in this capacity will acquire and disposes of securities of Vascular Solutions. Stephens Inc. and the other underwriters in the initial public offering of the common stock of Vascular Solutions were granted an option exercisable for 30 days from the date of the prospectus, to purchase, collectively, up to 525,000 additional shares of common stock at the public offering price less the underwriting discount, solely for the purpose of covering over-allotments in connection with the offering. In the event this option is exercised, Stephens Inc. will be obligated, subject to certain conditions, to purchase a number of additional shares approximately proportionate to its initial purchase commitment. James O. Jacoby, Jr., an officer of Stephens Inc., serves on the board of directors of Vascular Solutions. Except as set forth above, the Reporting Persons have no current plans or proposals to effect any transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The following table discloses the ownership of the common stock of Vascular Solutions by the Reporting Persons and their respective directors, managers, and executive officers:
Percent of Number of Outstanding Name Shares Shares Voting Power Investment Power - ---- --------- ----------- ------------ ---------------- James Sommers, Voting Trustee of Vascular Voting Trust 2,717,180 21.6 Sole: 2,717,180 -0- Stephens Group, Inc.(1) 2,707,780 21.6 -0- Shared: 2,707,180 Stephens Vascular Preferred, LLC 1,821,466 14.5 -0- Shared: 1,821,466 Stephens Vascular Options, LLC 885,714 7.1 -0- Shared: 885,714 Stephens Investment Partners III LLC(2) 10,000 -0- -0- Shared: 10,000 Jackson T. Stephens -0- -0- -0- -0- Bess C. Stephens -0- -0- -0- -0- Warren A. Stephens(3) 10,000 -0- -0- Shared: 10,000 Wilton R. Stephens, Jr.(3) 10,000 -0- -0- Shared: 10,000 Jon E.M. Jacoby(3) 10,000 -0- -0- Shared: 10,000 Vernon J. Giss -0- -0- -0- -0- Craig D. Campbell -0- -0- -0- -0- William Walker -0- -0- -0- -0- Douglas H. Martin(3) 10,000 -0- -0- Shared: 10,000 Curtis F. Bradbury, Jr.(3) 10,000 -0- -0- Shared: 10,000
(1) Includes shares beneficially owned by Stephens Vascular Preferred, LLC and Stephens Vascular Options, LLC. Stephens Group, Inc. is sole manager of both companies and the owner of an 88% membership interest in Stephens Vascular Preferred, LLC. (2) Represents shares subject to currently exercisable options. (3) Represents shares subject to currently exercisable options beneficially owned by Stephens Investment Partners III LLC. of which this person is a manager. 11 - --------------------- ------------------- CUSIP No. 92231M109 Page 11 of 12 Pages - --------------------- ------------------- (b) Stephens Inc., the second-tier wholly owned subsidiary of Stephens Inc., owns 186 shares of the common stock of Vascular Solutions. Stephens Inc. expressly disclaims membership in any group pursuant to Regulation 13D. (c) The Voting Trustee expressly disclaims beneficial ownership of any securities covered by this Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The terms of the Voting Trust Agreement to which each of the Trust Participants is a party provide that the Voting Trustee shall vote the shares of common stock of Vascular Solutions held by the voting trust "for" or "against" any proposal or other matter submitted to the shareholders of Vascular Solutions for approval in the same proportion as the votes cast "for" or "against" such proposal or other matter by all other shareholders, not counting abstentions. The Voting Trust Agreement further provides that the Voting Trustee shall not abstain from voting any shares of common stock of Vascular Solutions held by the voting trust. No person other than the Voting Trustee shall have any voting rights with respect to the shares of common stock of Vascular Solutions held by the voting trust. The terms of the Voting Trust Agreement also provide that the Trust Participants may transfer shares of Vascular Solutions held by the voting trust to any person that is an "affiliate" of Stephens Inc. under the Act or the Exchange Act only if the shares so transferred remain deposited in and subject to the terms of the voting trust. The Trust Participants may transfer shares of Vascular Solutions held by the voting trust to any person who is not an "affiliate" of Stephens Inc. under the Act or the Exchange Act if the transfer is approved by a majority of the board of directors of Vascular Solutions (excluding any member of the board of directors of Vascular Solutions who is an affiliate, employee, officer, director, general partner or agent of Stephens Inc. or Stephens Group, Inc.). The Trust Participants need not obtain approval of the board of directors of Vascular Solutions if the proposed transfer is (i) a bona fide gift or charitable donation, or (ii) a sale or transfer (a) permissible under Rule 144 of the Act (provided such sales comply with the provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or transfers by all Trust Participants occurring within any three-month period shall be aggregated for purposes of determining the applicable volume limitation under Rule 144(e)), or (b) in connection with a business combination, tender offer or other fundamental corporate transaction under which a third-party acquirer obtains control of Vascular Solutions (other than solely through the purchase of the shares held under the voting trust). The Voting Trust Agreement expires on the earlier of (i) June 2010, (ii) the transfer of all of the shares of common stock of Vascular Solutions held by the voting trust under circumstances not requiring such shares to be subject to the Voting Trust Agreement, (iii) delivery to the Voting Trustee of a certificate of Stephens Inc. that Stephens Inc. no longer engages in market-making activities and other principal transactions in the common stock of Vascular Solutions and will not do so without an opinion of counsel that Stephens Inc. is not an "affiliate" of Vascular Solutions under the Act or the Exchange Act, (iv) the delivery to the Voting Trustee of a certificate of Stephens Inc. that a shelf registration statement for Vascular Solutions registering the market-making activities and other principal transactions of Stephens Inc. has been filed with and declared effective by the U.S. Securities and Exchange Commission and that Stephens Inc. undertakes to deliver a prospectus with the confirmation of each sale by it as principal, or (v) delivery to the Voting Trustee of an opinion of counsel that Stephens Inc. would not be deemed an "affiliate" of Vascular Solutions under the Act or the Exchange Act upon termination of the Voting Trust Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (a) Voting Trust Agreement dated as of July 14, 2000 among James Sommers, as Voting Trustee, and the Trust Participants listed in Item 2. (b) Agreement to File Joint Schedule 13D 12 - --------------------- ------------------- CUSIP No. 92231M109 Page 12 of 12 Pages - --------------------- ------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Vascular Voting Trust By: /s/ JAMES SOMMERS ------------------------------------ James Sommers, Voting Trustee Stephens Group, Inc. By: /s/ WARREN A. STEPHENS ------------------------------------ Warren A. Stephens, President Stephens Vascular Preferred, LLC By: Stephens Group, Inc., sole Manager By: /s/ WARREN A. STEPHENS ------------------------------- Warren A. Stephens, President Stephens Vascular Options, LLC By: Stephens Group, Inc., sole Manager By: /s/ WARREN A. STEPHENS ------------------------------- Warren A. Stephens, President Stephens Investment Partners III LLC By: /s/ WARREN A. STEPHENS ------------------------------------ Warren A. Stephens, Manager By: /s/ WILTON R. STEPHENS ------------------------------------ Wilton R. Stephens, Jr., Manager By: /s/ JON E.M. JACOBY ------------------------------------ Jon E.M. Jacoby, Manager By: /s/ CURTIS F. BRADBURY ------------------------------------ Curtis F. Bradbury, Jr., Manager By: /s/ DOUGLAS H. MARTIN ------------------------------------ Douglas H. Martin, Manager 13 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - -------- ----------- A Voting Trust Agreement B Agreement To File Joint Schedule 13D
EX-99.A 2 ex99-a.txt VOTING TRUST AGREEMENT 1 EXHIBIT A - --------------------- ------------------ CUSIP No. 92231M109 Page 1 of 12 Pages - --------------------- ------------------ VOTING TRUST AGREEMENT THIS VASCULAR VOTING TRUST AGREEMENT (this "Agreement") is made as of this 14th day of July, 2000 and between James Sommers (the "Trustee"), and the stockholders listed on Exhibit A hereto (each a "Stockholder" and collectively, the "Stockholders"). The term "Stockholders" shall include any additional parties who may become parties hereto. WITNESSETH: WHEREAS, in order to engage in certain market-making activities and other principal transactions in the common stock, par value $0.01 per share (the "Common Stock"), of Vascular Solutions, Inc., a Minnesota corporation (the "Corporation"), without the need to deliver a prospectus under current law and regulations, Stephens Inc. desires not to be deemed an "affiliate" of the Corporation under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); WHEREAS, the relationships among the Stockholders, Stephens Inc. and the Corporation may create an inference that an affiliation might exist; WHEREAS, the Stockholders believe it is in their best interests that Stephens Inc. engage in market-making activities and other principal transactions in the Common Stock from time to time; WHEREAS, each Stockholder owns certain shares of Common Stock of the Corporation (the "Stock") set forth on Exhibit A hereto and believes it is in their best interests to enter into the Agreement so as to facilitate such activities by Stephens Inc.; and WHEREAS, the Trustee desires to serve as trustee of the voting trust created hereby. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and agreements set forth herein, the parties hereby agree as follows: 1. Creation of Voting Trust. Subject to the terms and conditions hereof, a voting trust in respect of the Stock (the "Voting Trust") is hereby created and established in accordance with Section 218 of the Delaware General Corporation Law, and the Trustee hereby accepts the trust created hereby and agrees to serve as trustee hereunder. 2. Deposit and Transfer of Stock: Voting Trust Certificates. (a) Deposit of Stock. Simultaneously with the execution and delivery of this Agreement, each Stockholder has duly and validly assigned and delivered to the Trustee all of the shares of Stock, represented by a certificate or certificates duly and validly endorsed in blank, and accompanied by instruments of transfer sufficient to enable the 2 - --------------------- ------------------ CUSIP No. 92231M109 Page 2 of 12 Pages - --------------------- ------------------ shares of Stock to be transferred to the name of the Trustee not in its individual capacity, but solely as Trustee. (b) Transfer of Stock to Trustee. All certificates deposited with the Trustee pursuant to Section 2(a) hereof shall be surrendered to the Corporation for cancellation, and new certificates for the shares of Stock shall be issued in the name of the Trustee, as trustee under this Agreement. (c) No Sale of Stock by Trustee/Pledge of Stock by Stockholder. The Trustee shall have no authority to sell or otherwise dispose of or encumber any of the Stock deposited pursuant to the provisions of this Agreement, except as explicitly provided herein. Nothing herein shall prevent a Stockholder from encumbering the Stock owned by it and held under the Voting Trust. In the event a Stockholder desires to pledge any of its shares of the Stock the Stockholder shall direct the Trustee in writing, and the Trustee shall be obligated to cooperate reasonably with such Stockholder, including pledging and delivering or causing to be delivered a share certificate for shares of the Stock corresponding to the number of shares in the Voting Trust pledged by such Stockholder. The Trustee shall have no duty to follow the instructions or advice of any pledgee. (d) Voting Trust Certificates. On receipt by the Trustee from the Corporation of a certificate or certificates, in the name of the Trustee, representing the Stock, the Trustee shall hold such certificate(s) subject to the terms of this Agreement, and thereupon shall issue and deliver to each Stockholder, voting trust certificates (each hereinafter referred to as a "Voting Trust Certificate" and together the "Voting Trust Certificates") for the Stock deposited hereunder by each Stockholder. The Voting Trust Certificates shall be in substantially the form of Exhibit B attached hereto and shall bear the following legend: THIS VOTING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. (e) Transfer of Voting: Trust Certificates. The Voting Trust Certificates issued and delivered hereunder may not be transferred by the Stockholders. (f) Replacement of Certificates. If a Voting Trust Certificate shall become mutilated or be destroyed, stolen or lost, the Trustee, in its discretion, may issue a new Voting Trust Certificate of like tenor and denomination in exchange and substitution for and on cancellation of the mutilated Voting Trust Certificate, or in substitution of the Voting Trust Certificate so destroyed, stolen or lost. The applicant for a substitute Voting Trust Certificate shall furnish to the Trustee evidence of the destruction, theft or loss of the Voting Trust Certificate satisfactory to it in its discretion. The applicant shall also furnish indemnity satisfactory to the Trustee and to its agents. 3 - --------------------- ------------------ CUSIP No. 92231M109 Page 3 of 12 Pages - --------------------- ------------------ 3. Concerning the Trustee. (a) Voting and Other Actions by Trustee. During the term of this Agreement and so long as the Trustee shall hold shares of Stock pursuant to this Agreement: (i) The Trustee shall vote the Stock deposited hereunder, or give written consents in lieu of voting thereon, in person or by proxy at any and all meetings of the shareholders of the Corporation, or when such consents are given in lieu of such meetings, for whatsoever purpose called or held, and in any and all proceedings, whether at a meeting of the shareholders or otherwise, wherein the vote or written consent of shareholders may be required or authorized by law; (ii) The Trustee shall vote the Stock "for" and/or "against" any proposal or other matter submitted to the shareholders of the Corporation for approval, including the election of directors, in the same proportion as the votes cast "for" and "against" such proposal or other matter by all other shareholders, not counting abstentions, and the Trustee shall not abstain from voting any shares of the Stock; (iii) No person other than the Trustee shall have any voting right in respect of the Stock; (iv) The Stock shall be held by the Trustee for the benefit of the Stockholders subject to the terms of this Agreement, and the Stockholders shall retain the right to receive dividends and distributions with respect to the Stock as described in Section 4 hereof; (v) The Trustee shall have no pecuniary interest in the Stock, which interest shall reside with the Stockholders; and (vi) Notwithstanding that the Trustee shall vote a substantial number of shares of the Common Stock of the Corporation, the Trustee shall have no duty or obligation to supervise, oversee, monitor, or in any other way manage or become involved in the day-to-day operations of the Corporation, and such duties and obligations shall reside solely with the board of directors and officers of the Corporation. (b) Delegation of Duties. The duties, responsibilities and obligations of the Trustee shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Trustee shall not be subject to, nor required to comply with, any other agreement between or among any or all of the Stockholders or to which any Stockholder is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Stockholder or any entity acting on its behalf. The Trustee shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. 4 - --------------------- ------------------ CUSIP No. 92231M109 Page 4 of 12 Pages - --------------------- ------------------ (c) Compensation of Trustee. Stephens Inc. shall pay the Trustee a non-refundable annual fee of $10,000.00, payable upon execution of this Agreement and thereafter on each anniversary date of this Agreement. (d) Expenses of Trustee: Indemnification. The Trustee is expressly authorized to incur and pay all reasonable charges and other expenses which it may deem necessary and proper in the performance of its duties under this Agreement, including the reasonable compensation and the expenses and disbursements of its agents and counsel. Stephens Inc. agrees to indemnify the Trustee and its agents against all claims, reasonable costs of defense of claims (including reasonable attorneys' fees and disbursements), expenses and liabilities incurred by the Trustee arising out of or in connection with the administration of the Voting Trust, including the reasonable costs and expenses of defense against any claim or liability in connection with the exercise or performance of its powers or duties hereunder, except in any case in which the Trustee acted with gross negligence, willful misconduct or bad faith. Stephens Inc. shall be responsible for and shall reimburse the Trustee upon demand for all expenses, disbursements and advances incurred or made by the Trustee in connection with this Agreement. The provisions of this Section 3(d) shall survive termination of this Agreement and the resignation or removal of the Trustee. (e) Liability of Trustee. The Trustee shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. The Trustee shall be free from liability in acting upon any paper, document or signature believed by it to be genuine and to have been signed by the proper party. The Trustee shall not be liable for any error in judgment or for any act taken or omitted to be taken, or for any mistake of fact or law, or for anything for which it may do or refrain from doing in good faith, except that the Trustee shall be liable for its gross negligence, willful misconduct or bad faith. (f) Term. The Trustee shall serve as trustee hereunder during the entire term of this Agreement or until its earlier resignation or removal. (g) Resignation of Trustee. The Trustee may resign by giving thirty (30) days advance written notice of its resignation to the Stockholders. (h) Removal of Trustee. The Trustee shall be subject to removal by the affirmative vote of Stockholders owning a majority of the Stock held under this Voting Trust Agreement only if the Trustee (i) materially breaches the terms of this Voting Trust Agreement, (ii) is (if an individual) found to be incompetent, or (iii) becomes the subject of an order for relief on a proceeding under the federal bankruptcy laws or other similar laws. 5 - --------------------- ------------------ CUSIP No. 92231M109 Page 5 of 12 Pages - --------------------- ------------------ (i) Death of Trustee. The rights and duties of the Trustee hereunder shall terminate on the death of an individual Trustee and no interest in any of the property owned or held by the Trustee nor any of the rights or duties of the Trustee may be transferred by will, devise, succession or in any manner except as provided in this Agreement. The heirs, administrators and executors of the Trustee shall, however, have the right to convey any property held by the Trustee to the successor Trustee. (j) Successor Trustee. In the event of the resignation, removal or death of the Trustee, the Trustee shall be succeeded by a successor Trustee, designated by Stockholders who shall not be a Stephens Party (as defined in Section 5(a)). Any successor Trustee shall succeed to all of the rights and obligations of the Trustee hereunder. The Trustee shall not be liable for the selection of a successor Trustee hereunder. Upon receipt of the identity of the successor Trustee, the Trustee shall either deliver the property then held hereunder to the successor Trustee, less Trustee's fees, costs and expenses or other obligations owed to the Trustee, or hold such property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon delivery of the property to successor Trustee, the Trustee shall have no further duties, responsibilities or obligations hereunder. 4. Rights and Duties of Stockholders. (a) Cash Dividends. The Stockholders shall be entitled to receive from time to time payments equal to the amount of cash dividends, if any, collected or received by the Trustee with respect to the shares of Stock in proportion to their respective interests in the Voting Trust. These payments shall be made as soon as practicable after the receipt of the dividends at the risk and expense of the Stockholder. (b) Share Dividends. If the Trustee receives any additional shares of capital stock of the Corporation as a dividend or other distribution with respect to any shares of Stock, the Trustee shall hold such shares subject to this Agreement for the benefit of the Stockholders in proportion to their respective interests, and the shares shall become subject to all of the terms and conditions of this Agreement to the same extent as if they were originally deposited hereunder. The Trustee shall issue Voting Trust Certificates in respect of these shares to the Stockholders of record at the close of business on the record date determined pursuant to the provisions of Section 4(d). (c) Other Distributions to Stockholders. If at any time during the continuation of this Agreement, the Trustee shall receive or collect any moneys through a distribution by the Corporation to its shareholders, other than in payment of cash dividends, or shall receive any property (other than shares of capital stock of the Corporation) through a distribution by the Corporation to its shareholders, the Trustee shall promptly distribute such money or other property to the Stockholders, in proportion to their respective interests, registered at the close of business on the record date determined pursuant to the provisions of Section 4(d). 6 - --------------------- ------------------ CUSIP No. 92231M109 Page 6 of 12 Pages - --------------------- ------------------ (d) Record Date for Distributions. The date fixed by the Board of Directors of the Corporation for closing the transfer books of the Corporation shall constitute the record date for the determination of the Stockholders entitled to receive the payment or distribution of dividends or the distribution of rights. (e) Acquisition of Additional Shares. At such time as a Stockholder acquires additional shares of stock of the Corporation, other than pursuant to Section 4(b), or disposes of shares of stock of the Corporation in accordance with the terms of Section 5(a), such Stockholder shall promptly notify Stephens Inc., to the attention of Warren A. Stephens and David A. Knight, of such acquisition or disposition. (f) Amendment of Schedule 13D. Each Stockholder shall take any and all reasonable action necessary to assist the Trustee in filing a prompt Schedule 13D with the U .S. Securities and Exchange Commission to reflect the arrangements set forth herein. 5. Transfer of the Stock. (a) Permitted Sale/Transfer. Except as provided below, no sale or transfer of Stock held under this Voting Trust is permitted during the term of this Voting Trust. Nothing herein shall restrict the rights of Stockholders to sell or transfer all or any shares of the Stock to any person other than Stephens Inc. or any person, firm or corporation that is an "affiliate" of Stephens Inc. under the Securities Act or the Exchange Act (Stephens Inc. and each such person, firm or corporation being hereinafter referred to as a "Stephens Party"); provided, however, that any such sale or transfer must have the consent of the Corporation, such consent to be evidenced by either the consent of a majority of the Board of Directors of the Corporation (excluding for such purposes Jon E.M. Jacoby, and any members of the Corporation's Board of Directors who are affiliates, employees, officers, directors, general partners or agents of either Stephens Inc. or Stephens Group, Inc.) or a registration statement filed by the Company with the SEC disclosing such proposed sale or transfer, except for (i) bona fide gifts or charitable donations of such shares or (ii) sales or transfers (a) permissible under Rule 144 under the Securities Act (provided that such sales comply with the provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or transfers by all Stockholders occurring within any three-month period shall be aggregated for purposes of determining the applicable volume limitation under Rule 144(e)) or (b) in connection with a business combination, tender offer or other fundamental corporate transaction under which a third-party acquiror obtains control of the Corporation (other than solely through the purchase of the Stock). Notwithstanding the foregoing, any Stockholder may sell or transfer all or any portion of the Stock to a Stephens Party, but only if the shares of Stock so transferred remain deposited in and subject to the terms of this Voting Trust, in which case the transferee shall execute the Consent attached hereto as Exhibit C and will be deemed a Stockholder, and the Trustee will issue to the transferee one or more Voting Trust Certificates in respect thereof. Notwithstanding the foregoing, the Stockholders may accept the imposition of transfer restrictions on the Stock in addition to those set forth herein, and will deliver to the Trustee 7 - --------------------- ------------------ CUSIP No. 92231M109 Page 7 of 12 Pages - --------------------- ------------------ copies of any such restrictions. The Trustee shall have no duties or responsibilities with respect to such other restrictions. (b) Procedure for Effecting Sale or Transfer of Stock. Upon the sale or transfer of all or any portion of the Stock, the transferring Stockholder shall deliver to the Trustee (i) a notice specifying the number of shares transferred and a representation that the transfer may be effected under any restrictions on transfer not set forth herein and, in the case of a transfer under which the shares transferred will not remain subject to the Voting Trust, a notice specifying to whom delivery of certificates representing such shares, duly endorsed by the Trustee in blank, shall be delivered, together with a written representation on the part of the transferring Stockholder that such transfer is in accordance with the requirements of Section 5(a} above, and (ii) if the transferee's shares will be subject to the Voting Trust and bound by the terms of this Agreement, an executed counterpart signature page to this Agreement executed by the transferee under which the transferee consents to being deemed a Stockholder hereunder for all purposes. The Stockholder's or transferee's failure to deliver an executed counterpart signature page in no way limits or affects the application of the Voting Trust or the terms of this Agreement to a transferee or its shares if by the terms hereof such shares are to be subject to the Voting Trust. The Trustee will have no duty to determine whether any transfer is in accordance with the requirements of Section 5(a) above, but shall be permitted to rely upon the written advice of the Stockholder and of Stephens Inc. In the case of a transfer of shares to a transferee who will not be required to maintain the shares in the Voting Trust, upon receipt of all required documentation from the transferring Stockholder and the written advice of the Stockholder and Stephens Inc. the Trustee shall request that the Corporation deliver or cause to be delivered the appropriate number of shares of Stock as instructed. Transferred shares not required to be subject to the Voting Trust will be free of any restrictions under this Agreement. 6. Term of Voting Trust Agreement. (a) Irrevocability of Trust. The Voting Trust created by this Agreement is declared expressly irrevocable except as otherwise specifically stated herein. (b) This Agreement and the Voting Trust and transfer restrictions created hereby shall terminate upon the earlier to occur of: (i) the expiration of ten (10) years from the date hereof; (ii) the sale or transfer of all of the Stock to transferees under circumstances in which no shares of the Stock are required to be subject to the Voting Trust in accordance with Section 5 of this Agreement; (iii) delivery to the Trustee of a certificate of Stephens Inc., in form and substance satisfactory to the Trustee, that Stephens Inc. no longer engages in market-making activities and other principal transactions in the Common Stock of the Corporation and will not so engage until it has received a written opinion of nationally recognized securities counsel that Stephens Inc. will not be deemed an "affiliate" of the Corporation under the Securities Act or the Exchange Act; 8 - --------------------- ------------------ CUSIP No. 92231M109 Page 8 of 12 Pages - --------------------- ------------------ (iv) delivery to the Trustee of a certificate of Stephens Inc., in form and substance satisfactory to the Trustee, that a shelf registration statement for the Corporation registering the market-making activities and other principal transactions of Stephens Inc. has been filed with and declared effective by the U.S. Securities and Exchange Commission and that Stephens Inc. undertakes to deliver a prospectus with the confirmation of each sale by it as principal; or (v) delivery to the Trustee of a written opinion of nationally recognized securities counsel, in form and substance satisfactory to Stephens Inc. and the Trustee, that after giving effect to termination of the Voting Trust Stephens Inc. will not be deemed an "affiliate" of the Corporation under the Securities Act or the Exchange Act. (c) Return of Stock Certificates After Termination. As soon as practicable after the termination of this Agreement, upon payment by Stephens Inc. of a sum sufficient to cover any governmental charge on the transfer or delivery of the certificates for shares of Stock that remained subject to the Voting Trust immediately prior to the termination of this Agreement, the Trustee shall deliver to the Stockholders (or their designees) certificates representing the number of shares of Stock to which they are entitled in accordance with their respective interests subject to the Voting Trust immediately prior to the termination of this Agreement or shall direct the Corporation to deliver or cause to be delivered the appropriate certificates to the Stockholders. 7. Records and Books. (a) Record of Shares. The Trustee shall maintain a record of all stock certificates of the Corporation which are transferred to the Trustee. The Trustee shall receive and hold the new stock certificates issued by the Corporation in the name of the Trustee and shall maintain a record indicating the date of issuance of the certificates, the certificate numbers, the name of the Stockholders whose shares are represented by such certificates, the date of receipt of the certificates, and the place in which the certificates are held by it. (b) Record of Voting Trust Certificates. The Trustee shall keep a record of the holders of Voting Trust Certificates, which record shall indicate the names and addresses of all such holders and the number of shares of Stock in respect of which the Voting Trust Certificate held by each is issued, and shall deposit a copy of such record with the Corporation at its registered office or principal place of business. (c) Other Records. The Trustee shall maintain such other records and books as to enable it to carry out the terms and provisions of this Agreement. (d) Inspection of Records. Pursuant to Section 218 of the Delaware General Corporation Law, this Agreement and the record of the Stockholders maintained by the Trustee shall be subject to the same right of examination by a shareholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation under applicable laws and the Certificate of Incorporation and Bylaws of the Corporation. 9 - --------------------- ------------------ CUSIP No. 92231M109 Page 9 of 12 Pages - --------------------- ------------------ 8. Miscellaneous. (a) Additional Actions. Each of the parties hereto agrees to take or cause to be taken such further actions, to execute and deliver or cause to be executed and delivered such further instruments and to use their reasonable best efforts to obtain such requisite consents as any other party may from time to time reasonably request in order to fully effectuate the purposes, terms and conditions of this Agreement. (b) Notices. All notices and other communications given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or mailed by first class, registered mail, postage prepaid, or by facsimile transmission, telegram or overnight courier and addressed to the parties at their addresses shown below: (i) If to Trustee: James Sommers 237 Cherokee Road Charlotte, North Carolina 28207 (ii) If to Stephens Inc.: Stephens Inc. 111 Center Street Little Rock, Arkansas 72201 Attention: David A. Knight (iii) If to any other Stockholder: Such Stockholder's address as it appears in the records of the Trustee as furnished to the Trustee by such Stockholder in writing or to such other address as any of them by written notice to the others may from time to time designate. Each notice or other communication which shall be personally delivered, mailed, telecopied or couriered in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently received for all purposes at such time as it is delivered to the addressee (with any return receipt or delivery receipt being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. (c) Severability. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provisions or the remaining provisions of said agreement. (d) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns. (e) Amendment. No amendment or modification of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in a writing duly executed by the party against whom enforcement of the amendment, modification or waiver is sought. 10 - --------------------- ------------------- CUSIP No. 92231M109 Page 10 of 12 Pages - --------------------- ------------------- (f) Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as identity of the person or entity may require. (g) Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose and shall not in any way define or affect the meaning, construction or scope of ally of the provisions hereof. (h) Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof). (i) Execution in Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this agreement to produce or account for more than a number of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all the parties hereto. (j) Stockholder Representations. Each Stockholder hereby represents and warrants (a) that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation and (b) that the execution, delivery and performance of this Agreement by the Stockholder does not and will not violate any applicable law or regulation. 11 - --------------------- ------------------- CUSIP No. 92231M109 Page 11 of 12 Pages - --------------------- ------------------- IN WITNESS WHEREOF, the parties hereto have duly executed this Voting Trust Agreement, or have caused this Voting Trust Agreement to be duly executed on their behalf, as of the day and year first hereinabove set forth. WITNESS/ATTEST: TRUSTEE: - ------------------------------ ------------------------------------ Stephens Vascular Preferred, LLC BY: ---------------------------------- Name: Stephens Vascular Options, LLC BY: ---------------------------------- Name: Stephens Investment Partners III, LLC BY: ---------------------------------- Name: 12 - --------------------- ------------------- CUSIP No. 92231M109 Page 12 of 12 Pages - --------------------- ------------------- EXHIBIT A Stephens Vascular Preferred, LLC 1,821,466 shares Stephens Vascular Options, LLC 885,714 shares Stephens Investment Partners III, LLC Option to Purchase 10,000 shares EX-99.B 3 ex99-b.txt VOTING TRUST CERTIFICATE 1 - --------------------- ------------------ CUSIP No. 92231M109 Page 1 of 4 Pages - --------------------- ------------------ EXHIBIT B VOTING TRUST CERTIFICATE THIS VASCULAR VOTING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. NO. V- ------ This certifies that the undersigned Trustee has received certificates representing __________ shares of Common Stock, par value $.001 per share (the "Shares"), of Vascular Solutions Inc. (the "Corporation") from Stephens Vascular Preferred, LLC (hereinafter referred to as the "Holder"), duly endorsed in blank or to the undersigned Trustee on the following terms and conditions pursuant to the Vascular Voting Trust Agreement, dated July 14, 2000 (the "Voting Trust Agreement") among the Trustee, Stephens Vascular Preferred, LLC, Stephens Vascular Options, LLC, Stephens Investment Partners III, LLC, and additional parties who may become parties thereto. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Voting Trust Agreement. VOTING RIGHTS The undersigned Trustee during the term of the Voting Trust Agreement is the owner of the Shares for all purposes relating to the Voting Trust Agreement and in all matters of the Corporation for which the shares may be voted. The Trustee shall exercise voting rights in respect of the Shares as provided in the Voting Trust Agreement. No voting rights of the shares of the Corporation are granted by this Certificate and only those rights provided to the holders of Voting Trust Certificates in the Voting Trust Agreement are represented by this Certificate. DIVIDENDS AND DISTRIBUTIONS The Holder shall be entitled to receive, subject to the limitations set forth in the Voting Trust Agreement, all dividends and other distributions of the Corporation received by the undersigned Trustee in respect of the Shares, except that the Trustee shall receive and hold any stock dividends pursuant to the terms of the Voting Trust Agreement. 2 - --------------------- ------------------ CUSIP No. 92231M109 Page 2 of 4 Pages - --------------------- ------------------ TERMINATION This Agreement and the Voting Trust and transfer restrictions created hereby shall terminate upon the earlier to occur of: (i) the expiration of ten (10) years from the date hereof; (ii) the sale or transfer of all of the Stock in accordance with the Voting Trust Agreement; (iii) delivery to the Trustee of a certificate of Stephens Inc., in form and substance satisfactory to the Trustee, that Stephens Inc. no longer engages in market-making activities and other principal transactions in the Common Stock of the Corporation and will not so engage until it has received a written opinion of nationally recognized securities counsel that Stephens Inc. will not be deemed an "affiliate" of the Corporation under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iv) delivery to the Trustee of a certificate of Stephens Inc., in form and substance satisfactory to the Trustee, that a shelf registration statement for the Corporation registering the market-making activities and other principal transactions of Stephens Inc. has been filed with and declared effective by the U.S. Securities and Exchange Commission and that Stephens Inc. undertakes to deliver a prospectus with the confirmation of each sale by it as principal; or (v) delivery to the Trustee of a written opinion of nationally recognized securities counsel, in form and substance satisfactory to Stephens Inc. and the Trustee, that after giving effect to termination of the Voting Trust, Stephens Inc. will not be deemed an "affiliate" of the Corporation under the Securities Act or the Exchange Act. TRANSFER OF CERTIFICATES This Certificate shall not be transferable. DATED, the day of , 2000. ---- -------------- JAMES SOMMERS -------------------------------- as VOTING TRUSTEE 3 - --------------------- ------------------ CUSIP No. 92231M109 Page 3 of 4 Pages - --------------------- ------------------ EXHIBIT C CONSENT The undersigned, ___________________________, being a holder or transferee of ___________ shares (the "Shares") of common stock par value $.001 per share, of Vascular Solutions Inc. (the "Common Stock") hereby (i) agrees to become a party to the Vascular Voting Trust Agreement dated as of July 14, 2000 (the "Voting Trust Agreement") relating to the Common Stock, (ii) agrees to be bound by all the provisions thereof as if the undersigned were an original party thereto, and (iii) agrees to surrender the certificates representing the Shares to the Trustee under the Voting Trust Agreement in exchange for a Voting Trust Certificate as provided in the Agreement. Dated: -------------------- --------------------------------- By: ------------------------------ 4 - --------------------- ------------------ CUSIP No. 92231M109 Page 4 of 4 Pages - --------------------- ------------------ AGREEMENT TO FILE JOINT SCHEDULE 13D The undersigned, being record owners or "beneficial owners" of the common stock of Vascular Solutions, Inc. ("Common Stock), hereby agree to file jointly a Schedule 13D with respect to their respective holdings of the Common Stock and to include this agreement as an exhibit to such Schedule 13D. IN WITNESS WHEREOF, each of the undersigned has executed and delivered this agreement as of the 27th day of July, 2000. Vascular Voting Trust By: /s/ JAMES SOMMERS ------------------------------- James Sommers, Voting Trustee Stephens Group, Inc. By: /s/ WARREN A. STEPHENS ------------------------------- Warren A. Stephens, President Stephens Vascular Preferred, LLC By: Stephens Group, Inc., sole Manager By: /s/ WARREN A. STEPHENS ----------------------------- Warren A. Stephens, Manager Stephens Vascular Options, LLC By: Stephens Group, Inc., sole Manager By: /s/ WARREN A. STEPHENS ----------------------------- Warren A. Stephens, President Stephens Investment Partners III LLC By: /s/ WARREN A. STEPHENS ------------------------------- Warren A. Stephens, President By: /s/ WILTON R. STEPHENS, JR. ------------------------------- Wilton R. Stephens, Jr., Manager By: /s/ JON E.M. JACOBY, JR. ------------------------------- Jon E.M. Jacoby, Jr., Manager By: /s/ CURTIS F. BRADBURY, JR. ------------------------------- Curtis F. Bradbury, Jr., Manager By: /s/ DOUGLAS H. MARTIN ------------------------------- Douglas H. Martin, Manager -----END PRIVACY-ENHANCED MESSAGE-----