-----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, RXSAVYTqvKywdR5eOeXvdr0paQyFsVRMdmq++HrBPq1cs/aiiL3poB45Hd6vAiUj uWHTAW0+JRp6HqCKrYMWQA== 0000927016-98-003187.txt : 19980820 0000927016-98-003187.hdr.sgml : 19980820 ACCESSION NUMBER: 0000927016-98-003187 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980819 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOPIN CORP CENTRAL INDEX KEY: 0000771266 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042833935 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48471 FILM NUMBER: 98694669 BUSINESS ADDRESS: STREET 1: 695 MYLES STANDISH BLVD CITY: TAUNTON STATE: MA ZIP: 02780 BUSINESS PHONE: 5088246696 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHAROEN POKPHAND GROUP CO LTD CENTRAL INDEX KEY: 0001004406 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: W1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 313 CP TOWER SILOM RD KHWANG SILOM STREET 2: KHET BANGRAK BANGKOK CITY: THAILAND ZIP: 10310 BUSINESS PHONE: 0116626432154 MAIL ADDRESS: STREET 1: 313 CP TOWER SILOM RD KHWANG SILOM STREET 2: KHET BANGRAK BANGKOK CITY: THAILAND STATE: W1 ZIP: 10310 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* KOPIN CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 0-19882 (CUSIP Number) PAUL MCCARTHY, ESQ. BAKER & MCKENZIE 130 E. RANDOLPH DR., CHICAGO, IL 60601 312/861-2858 (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) FEBRUARY 11, 1998 (Dates of Events which Require 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 Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). CUSIP NO. 0-19882 - -------------------------------------------------------------------------------- 1. Name of reporting person I.R.S. Identification No. of above person Charoen Pokphand Group Company Limited - -------------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Sources of Funds AF - -------------------------------------------------------------------------------- 5. Check if disclosure of legal proceedings is required pursuant [_] to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or place of organization Thailand Number of Shares Beneficially Owned by ----------------------------- Each Reporting Person 7. Sole Voting Power with: -0- ----------------------------- 8. Shared Voting Power -0- ----------------------------- 9. Sole Dispositive Power -0- ----------------------------- 10. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11. Aggregate amount beneficially owned by each reporting person -0- - -------------------------------------------------------------------------------- 12. Check box if the aggregate amount in row (11) excludes certain shares [_] - -------------------------------------------------------------------------------- 13. Percent of class represented by amount in row (11) -0- - -------------------------------------------------------------------------------- 14. Type of reporting person HC, CO - -------------------------------------------------------------------------------- This Amendment No. 1 amends and restates the Schedule 13D originally filed by Charoen Pokphand Group Company Limited, a limited company organized and existing under the laws of the Kingdom of Thailand ("CP Group"), with the Securities and Exchange Commission on December 4, 1995. Item 1. Security and Issuer ------------------- The class of equity securities to which this Statement relates is the Common Stock, $.01 par value per share (the "Common Stock"), of Kopin Corporation, a Delaware corporation ("Issuer"). The principal executive offices of Issuer are located at Myles Standish Industrial Park, 695 Myles Standish Boulevard, Taunton, Massachusetts 02780-7331. Item 2. Identity and Background. ----------------------- This Statement is being filed by CP Group. The principal business and executive offices of CP Group are located at 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand. CP Group is a privately held limited company, whose operations currently consist of a group of diversified businesses, the activities of which are conducted primarily through its subsidiaries. These businesses include agriculture, international trade, retail and real estate. The name, business address, present principal occupation and citizenship of each executive officer and director of CP Group are set forth in Appendix A hereto, which is incorporated herein by reference. During the last five years neither CP Group nor, to the best knowledge of CP Group, any of its executive officers or directors has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or - 2 - mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- CP Group's indirect subsidiary, Telecom Holding Company Limited, a company organized and existing under the laws of the Kingdom of Thailand ("Telecom") purchased 1,643,716 shares of the Issuer's Common Stock in November 1995 pursuant to a Stock Purchase Agreement dated as of October 10, 1995 between Issuer and Telecom (the "Stock Purchase Agreement"). The amount of the funds used by Telecom to purchase the 1,643,716 shares was $27,121,314, excluding broker's commissions, all of which funds were contributed to the capital of Telecom by Telecom's direct parent, TelecomAsia Corporation Public Company Limited, a public limited company organized and existing under the laws of the Kingdom of Thailand ("TelecomAsia"), from TelecomAsia's working capital. Item 4. Purpose of Transaction. ---------------------- As described in Item 5(c) below, Telecom sold 1,000,000 shares of the Issuer's Common Stock as a selling stockholder in an underwritten public offering on February 11, 1998. Telecom continues to hold 643,716 shares of the Issuer's Common Stock for the purpose of investment. Neither Telecom, TelecomAsia nor CP Group currently intends to purchase additional shares of Common Stock. However, Telecom and TelecomAsia intend to review on a continuing basis various factors relating to its investment in Issuer, including Issuer's business and prospects, the price and availability of the shares of Common Stock, subsequent developments affecting Issuer, other investment and business opportunities available to Telecom and TelecomAsia and general stock market and economic conditions. Based on these factors, and subject to the Stock Purchase Agreement with Issuer, Telecom may purchase additional - 3 - shares of Common Stock in the open market, in private transactions or by any other permissible means or may dispose of all or a portion of the shares of Common Stock that Telecom presently holds or that Telecom may hereafter acquire. Under the terms of the Stock Purchase Agreement, Telecom, together with its affiliates (as that term is defined in Rule 405 under the Securities Act of 1934 (the "Act")) and Chia Yang Telecommunication Limited, a corporation organized and existing under the laws of the Kingdom of Thailand ("Chia Yang") (Telecom, Telecom's affiliates and Chia Yang collectively referred to as the "Affiliates"), may not acquire, directly or indirectly, more that 30% of the issued and outstanding voting securities of Issuer. Pursuant to an amendment to the Stock Purchase Agreement dated as of December 12, 1997, so long as Telecom and its Affiliates hold not less than 5% of the outstanding shares of Common Stock, Telecom shall have the right to designate one representative to serve on the Board of Directors of Issuer. Under the terms of the amendment to the Stock Purchase Agreement, Telecom and its Affiliates agree to limit the number of its representatives on the Board of Directors of Issuer to one representative and to vote its shares of Common Stock in support of the nominees of Issuer's Board of Directors. Except as set forth in this Item 4, neither CP Group nor to the best knowledge of CP Group, any of its executive officers or directors, has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) Telecom and TelecomAsia respectively each beneficially own an aggregate of 643,716 shares of the Issuer's Common Stock (the "Shares"). Based upon the most recently available filing by the Issuer with the Securities and Exchange Commission which shows an aggregate of 12,185,048 shares of the Issuer's Common Stock outstanding, such Shares - 4 - constitute approximately 5.3% of the outstanding shares of the Issuer's Common Stock. Under the definition of "beneficial ownership" in Rule 13d-3 of the Rules and Regulations under the Securities Exchange Act of 1934 (the "Act"), CP Group might also be deemed to be the beneficial owner (together with Telecom and TelecomAsia) of the Shares because (i) CP Group owns indirectly, through a series of intermediate companies, approximately 38% of the voting shares of TelecomAsia, which in turn, owns 99.99% of the voting shares of Telecom and (ii) Telecom, TelecomAsia and CP Group have common directors. CP Group might also be deemed a member of a group together with Telecom and TelecomAsia by virtue of being deemed a beneficial owner of the Shares together with Telecom and TelecomAsia. However, neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that CP Group is the beneficial owner of any of the Shares or a member of a group together with Telecom and TelecomAsia either for the purpose of Section 13(d) of the Act or for any other purpose. (b) Telecom holds the Shares and has the power, with TelecomAsia, to vote or direct the vote, and to dispose or direct the disposition, of all of the Shares. (c) On February 11, 1998, Telecom sold 1,000,000 shares of Common Stock at a price of $19.00 per share (before deduction of underwriting discount) in an underwritten public offering pursuant to a Registration Statement on Form S-3 (the "Registration Statement") filed by Issuer. (d) No person other than Telecom and TelecomAsia has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Shares beneficially owned by Telecom and TelecomAsia. (e) Not applicable. - 5 - Item 6. Contracts, Arrangements, Understandings or Relationships With Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- Telecom's investment and voting decisions are partly directed and controlled by TelecomAsia through the Chairman, Vice Chairman and other directors and executive officers of TelecomAsia, a few of whom are also directors of CP Group. Pursuant to the Stock Purchase Agreement, Issuer and Telecom agreed to the following provisions as they relate to the securities of Issuer: (a) Subject to the limitations stated in the Stock Purchase Agreement, Telecom has registration rights with respect to shares of Common Stock owned by it. (b) With respect to private transactions, whenever Telecom or any of its Affiliates seeks to sell any of the shares of Common Stock owned by it, it must first offer to Issuer for sale such shares by providing to Issuer the quantity of the shares Telecom desires to sell, the price per share and any other terms. Subject to the terms of the Stock Purchase Agreement, Issuer will then have the right to purchase all (but not less than all) such shares of Common Stock at the same price and on the same terms and conditions as specified by Telecom and/or its Affiliates. (c) Telecom has agreed to vote any shares of Common Stock held or beneficially owned by it and any of the Affiliates in the manner recommended or approved by a majority of the Board of Directors of Issuer in connection with (i) any proposed merger or consolidation involving Issuer or (ii) the sale of all or substantially all of the assets of Issuer or any subsidiary or subsidiaries of Issuer, provided that the effective price per share resulting from any such transaction shall be not less that $16.50, subject to certain adjustments. - 6 - Telecom entered into a Lock-up Agreement with Deutsche Morgan Grenfell Inc. and Tucker Anthony Incorporated dated December 12, 1997. Pursuant to the Lock- up Agreement, Telecom has agreed that it will not, without the prior written consent of Deutsche Morgan Grenfell Inc., during the period ending ninety (90) days after the effective date of the Registration Statement on Form S-3 referred to in Item 5(c) above (i) offer, pledge, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of the Issuer's Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such securities, in cash or otherwise, except under certain limited circumstances. The effective date of the Registration Statement was February 5, 1998. Item 7. Material to be Filed as Exhibits. -------------------------------- A. Stock Purchase Agreement dated as of October 10, 1995 between Issuer and Telecom. (Pursuant to Item 101(a)(2)(ii) of Regulation S-T, Exhibit A, which has been previously filed in paper format, is not restated electronically herein.) B. Amendment to Stock Purchase Agreement dated as of December 12, 1997 by and between the Issuer and Telecom. C. Form of Underwriting Agreement by and among the Issuer, Telecom, certain individual selling stockholders and the several underwriters named in Schedule II thereto. - 7 - (Incorporated by reference to Exhibit 1.1 of the Issuer's Registration Statement on Form S-3 (File No. 333-42173)). D. Lock-up Agreement among Deutsche Morgan Grenfell Inc., Tucker Anthony Incorporated and Telecom. - 8 - SIGNATURE 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. Date: August 19, 1998 CHAROEN POKPHAND GROUP COMPANY LIMITED By: /s/ Min Tieanworn --------------------------------- Name: Min Tieanworn ----------------------------- Title: Director, Senior Executive Vice President ------------------------------------------ - 9 - INDEX TO EXHIBITS A. Stock Purchase Agreement dated as of October 10, 1995 between Issuer and Telecom. (Pursuant to Item 101(a)(2)(ii) of Regulation S-T, Exhibit A, which has been previously filed in paper format, is not restated electronically herein.) B. Amendment to Stock Purchase Agreement dated as of December 12, 1997 by and between the Issuer and Telecom. C. Form of Underwriting Agreement by and among the Issuer, Telecom, certain individual selling stockholders and the several underwriters named in Schedule II thereto. (Incorporated by reference to Exhibit 1.1 of the Issuer's Registration Statement on Form S-3 (File No. 333- 42173)). D. Lock-up Agreement among Deutsche Morgan Grenfell Inc., Tucker Anthony Incorporated and Telecom. APPENDIX A ---------- DIRECTORS AND EXECUTIVE OFFICERS OF CHAROEN POKPHAND GROUP COMPANY LIMITED 1. Mr. Dhanin Chearavanont, Chairman and CEO Business Address: Same as address of employer Principle Employment: Chairman and CEO Name and Address of Employer: Charoen Pokphand Group Company Limited 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Principal Business of Employer: Integration, Agro-industry, including agricultural, international trade, retail and real estate. Citizenship: Thai 2. Mr. Sumet Jiaravanon, Vice Chairman and President Business Address: Same as address of employer Principle Employment: Vice Chairman and President Name and Address of Employer: Charoen Pokphand Group Company Limited 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Principal Business of Employer: Agro-industry, including agricultural, international trade, retail and real estate. Citizenship: Thai 3. Mr. Min Tieanworn, Director, Senior Executive Vice President Business Address: Same as address of employer Principle Employment: Senior Executive Vice President and Director Name and Address of Employer: Charoen Pokphand Group Company Limited 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Principal Business of Employer: Agro-industry, including agricultural, international trade, retail and real estate. Citizenship: Thai 4. Mr. Jaran Chiaravanont, Honorary Chairman Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Principle Employment: Independent businessman Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai 5. Mr. Montri Jiaravanont, Honorary Chairman Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai 6. Mr. Wanlop Chiaravanont, Director Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai 7. Mr. Cherdchai Chiaravanont, Director Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai 8. Mr. Prasert Poongkumarn, Director Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai -2- 9. Mr. Thirayut Phitya-Isarakul, Director Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Principle Employment: Independent businessman Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai 10. Mr.Thanakorn Seriburi, Director Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Principle Employment: Independent businessman Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai 11. Mr. Chingchai Lohawatanakul, Director Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Principle Employment: Independent businessman Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai 12. Mr. Phongthep Chiaravanont, Director Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak, Bangkok 10500, Thailand Principle Employment: Independent businessman Name and Address of Employer: Not Applicable Principal Business of Employer: Not Applicable Citizenship: Thai 13. Mr. Ajva Taulananda, Senior Executive Vice President Business Address: Same as address of employer Principle Employment: Senior Executive Vice President Name and Address of Employer: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak Bangkok 10500, Thailand Principal Business of Employer: Telecommunications Citizenship: Thai -3- 14. Mr. Veeravat Kanchanadul, Senior Executive Vice President Business Address: Same as address of employer Principle Employment: Senior Executive Vice President Name and Address of Employer: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak Bangkok 10500, Thailand Principal Business of Employer: Telecommunications Citizenship: Thai -4- EX-99.B 2 AMENDMENT TO STOCK PURCHASE AGREEMENT EXHIBIT 99.B AMENDMENT THIS Amendment is dated as of December 12, 1997 by and between Kopin Corporation, a Delaware corporation ("Kopin"), and Telecom Holding Co., Ltd., a corporation organized and existing under the laws of Thailand (the "Investor"). Kopin and the Investor are parties to a Stock Purchase Agreement dated as of October 10, 1995 (the "Stock Purchase Agreement") pursuant to which the Investor purchased, and Kopin sold, 1,643,716 shares of Kopin Common Stock (the "Kopin Shares"). Under Section 6.1 of the Stock Purchase Agreement, the Investor is entitled to two representatives on the Board of Directors of Kopin so long as the Investor holds not less than 1,479,344 shares of Kopin. The Investor intends to sell 1,000,000 of the Kopin Shares in connection with an underwritten public offering, and the parties desire to amend Section 6.1 to entitle the Investor to one representative on the Board of Directors of Kopin following the consummation of such offering so long as the Investor continues to hold not less than 5% of the outstanding shares of Kopin. Accordingly, the parties hereby agree as follows: 1. Section 6.1 of the Stock Purchase Agreement is hereby amended by adding the following sentences immediately after the end of such Section: "Notwithstanding anything else contained in this Section 6 to the contrary, so long as the Investor (and/or its affiliates and Chia Yang Telecommunication Limited) holds not less than 5% of the outstanding shares of Kopin, when the Investor so requests, Kopin's Board of Directors shall, subject to its fiduciary and other legal duties under the laws of the Commonwealth of Massachusetts, the State of Delaware and the United States of America, nominate one representative of the Investor for election to the Board at each annual meeting of shareholders and shall instruct all proxies named by the Board to vote for the election of such representative. In such case, the Investors (and/or its affiliates, any transferee in any private transaction and Chia Yang Telecommunication Limited) agrees to limit the number of its representatives on the Board at all times to such one representative and agrees to vote its shares in support of the Board nominees set forth in clause (a)." 2. Except as expressly modified by this Amendment, the Stock Purchase Agreement shall remain unmodified and in full force and effect. 2 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above by their respective duly authorized representatives. KOPIN CORPORATION BY: /s/ John C.C. Fan ----------------------------------- John C.C. Fan, Chief Executive Officer TELECOM HOLDING CO., LTD. BY: /s/ Vallobh Vimolvanich ----------------------------------- Vallobh Vimolvanich, President EX-99.D 3 LOCK-UP AGREEMENT EXHIBIT 99.D December 12, 1997 DEUTSCHE MORGAN GRENFELL INC. TUCKER ANTHONY INCORPORATED c/o Deutsche Morgan Grenfell Inc. One Federal Street, 21st Floor Boston, MA 02110 Re: Restrictions on Sales of Common Shares -------------------------------------- Dear Ladies and Gentlemen: Kopin Corporation, a Delaware corporation (the "Company"), proposes to sell shares (the "Shares") of its Common Stock, $.01 par value per share (the "Common Stock"), in a public offering (the "Public Offering") underwritten by Deutsche Morgan Grenfell Inc. and Tucker Anthony Incorporated (the "Underwriters"). The Underwriters have indicated that the prospect of sale of shares of Common Stock, including shares of Common Stock acquired upon the exercise of stock options (the "Shares") by certain existing stockholders, prior to 90 days after the Public Offering would be detrimental to their underwriting effort. In consideration of the Underwriters' agreement to purchase and undertake the Public Offering of the Company's Common Stock and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned agrees that, during a period from the date of this Agreement and continuing and including 90 days after the effective date of the Registration Statement on Form S-3 (the "Registration Statement") to be filed by the Company in connection with the Shares, the undersigned will not, without the prior written consent of the Underwriters, (i) offer, pledge, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may (i) transfer any or all of the Shares (the "Lock-up Shares") and/or stock option agreements and/or warrants convertible into the Shares subject to this Agreement to one or more members of such person's immediate family or to trusts for the benefit of members of such person's immediate family or in connection with gifts, provided that any transferee agrees in writing as a condition precedent to such transfer to be Deutsche Morgan Grenfell Inc. Tucker Anthony Incorporated December 12, 1997 Page 2 bound by the terms hereof, (ii) transfer any or all of the Lock-up Shares to an affiliate which agrees to be bound by the terms hereof, and (iii) transfer Shares in the Public Offering. The transferor shall notify the Underwriters in writing prior to the transfer, and there shall be no further transfer of the Lock-up Shares and/or stock option agreements and/or warrants convertible into the Shares except in accordance with this Agreement. In addition, during a period from the date of this Agreement and continuing and including 90 days after the effective date of the Registration Statement, the undersigned agrees that the Company may, and that the undersigned shall permit the Company to, (i) with respect to any shares for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such shares on the transfer books and records of the Company, and (ii) with respect to any shares for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such shares to cause the transfer agent for the Company to note stop transfer instructions with respect to such shares on the transfer books and records of the Company. It is understood that, if the Underwriting Agreement, between the Representatives, the Company and certain stockholders of the Company (the "Underwriting Agreement") does not become effective on or before February 28, 1998, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, our obligations under this Agreement shall terminate without any further action being required. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement, and that, upon request, the undersigned will execute any additional documents reasonable necessary or desirable in connection with the enforecement hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. Deutsche Morgan Grenfell Inc. Tucker Anthony Incorporated December 12, 1997 Page 3 Executed as of the day first written above. Very truly yours, /s/ Vallobh Vimolvanich --------------------------------------------- Signature of Securityholder --------------------------------------------- Signature of Co-Securityholder, if applicable VALLOBH VIMOLVANICH ----------------------------------- Securityholder (please print) TELECOM HOLDING CO. LTD. ----------------------------------- Address ----------------------------------- (Social Security or Taxpayer Identification No. of Securityholder) Number of shares owned or subject to warrants, options or convertible securities: - ------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----