-----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, VBBm2Ufn6uvwWr+CQRp2uOWkQueLZXDb0XWytS8OIog6mRw7OMAo1Pscudd4HfHX 48ruihzzEEi9HbZGEl5x3g== 0000910662-01-500038.txt : 20010716 0000910662-01-500038.hdr.sgml : 20010716 ACCESSION NUMBER: 0000910662-01-500038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010713 GROUP MEMBERS: GENEEN JUNE H GROUP MEMBERS: PHIL E. GILBERT, JR. GROUP MEMBERS: UNITED STATES TRUST CO. OF NY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUNTHER INTERNATIONAL LTD CENTRAL INDEX KEY: 0000913600 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 510223195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45223 FILM NUMBER: 1680600 BUSINESS ADDRESS: STREET 1: ONE WINNENDEN STREET 2: NORWICH INDUSTRIAL PARK CITY: NORWICH STATE: CT ZIP: 06360 BUSINESS PHONE: 2038231427 MAIL ADDRESS: STREET 1: 5 WISCONSIN AVE CITY: NORWICH STATE: CT ZIP: 06360 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENEEN JUNE H CENTRAL INDEX KEY: 0001072752 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 740 JOCKEY HILL RD CITY: LISBON STATE: NH ZIP: 03585 BUSINESS PHONE: 6038386607 MAIL ADDRESS: STREET 1: JUNE H GENEEN STREET 2: 740 JOCKEY HILL RD CITY: LISBON STATE: NH ZIP: 03585 SC 13D/A 1 sc13da3jg.txt AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* GUNTHER INTERNATIONAL, LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 403203 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen V. Burger Carter, Ledyard & Milburn 2 Wall Street, New York, New York 10005 (212) 732-3200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 25, 2001 - -------------------------------------------------------------------------------- (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 ss.ss. 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 ss. 240.13d-7 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. 403203 10 2 1 NAME OF REPORTING PERSON: June H. Geneen, Executor I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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: United States NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 1,613,313 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,613,313 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,613,313 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.6% 14 TYPE OF REPORTING PERSON: IN 2 CUSIP No. 403203 10 2 1 NAME OF REPORTING PERSON: Phil E. Gilbert, Jr., Executor I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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: United States NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 1,613,313 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,613,313 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,613,313 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.6% 14 TYPE OF REPORTING PERSON: IN 3 CUSIP No. 403203 10 2 1 NAME OF REPORTING PERSON: United States Trust Company of New York I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-381-8954 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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: United States NUMBER OF 7 SOLE VOTING POWER: -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER: 1,613,313 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,613,313 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,613,313 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.6% 14 TYPE OF REPORTING PERSON: CO 4 This Amendment No. 3 to the Statement on Schedule 13D dated November 24, 1998, and previously amended on January 20, 1999, and April 30, 1999, of June H. Geneen, Phil E. Gilbert, Jr., Thomas W. Keesee, Jr. and United States Trust Company of New York (collectively, the "Executors"), as co-executors of the Estate of Harold S. Geneen (the "Estate"), is being filed as a result of the Recapitalization Agreement made and entered into on June 25, 2001 (the "Recapitalization Agreement"), by and among Gunther International, Ltd. (the "Issuer"), the surviving Executors, Gunther Partners, LLC ("GP"), Park Investment Partners, Inc. ("Park Investment"), and Gerald H. Newman. The Recapitalization Agreement is included in this Amendment No. 3 as Exhibit 7 to this Statement. Capitalized terms herein which are not defined herein shall have the same meanings as in this Statement on Schedule 13D as previously amended. Item 2. Identity and Background ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: This Statement is being filed by the following persons in their capacities as executors of the Estate of Harold S. Geneen (the "Estate"): June H. Geneen; Phil E. Gilbert, Jr. and United States Trust Company of New York. Such persons are hereinafter referred to collectively as the "Executors." The Executors and Thomas W. Keesee, Jr. qualified as executors of the Estate by the issuance on December 29, 1997, of final letters testamentary by the Surrogate's Court in and for the County of New York. Thomas W. Keesee, Jr. died on January 30, 2000. Following is certain information concerning the Executors: I. Name - June H. Geneen Residence Address - 740 Jockey Hill Road Lisbon, New Hampshire 03585 Present Principal Occupation Or Employment - None Citizenship - United States II. Name - Phil E. Gilbert, Jr. Residence Address - 1595 Spring Valley Road Ossining, New York 10562 Present Principal Occupation Or Employment - Attorney Citizenship - United States 5 III. Name - United States Trust Company of New York State of Organization - New York Principal Business - State chartered bank and trust company Address of Principal Business and Principal Office - 114 West 47th Street New York, New York 10036 During the last five years, none of the Executors has been convicted in any criminal proceeding, or has been a party to a civil proceeding as a result of which such Executor was or is subject to a judgment, decree or final order either 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. Item 4. Purpose of the Transaction ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: The Recapitalization Agreement provides for or contemplates the following transactions: 1. In connection with the dissolution of Park Investment, it will distribute 693,744.5 shares of Common Stock to each of the Estate and Gerald H. Newman, each of which is a 50% owner of Park Investment. 2. On or prior to July 25, 2001, GP will purchase from the Estate for the benefit of the Issuer (a) 919,568.5 shares of Common Stock for an aggregate purchase price of $137,935.00, or $.15 per share, and (b) two promissory notes of the Issuer in the aggregate principal amount of $1,851,168.75 for an aggregate purchase price of $500,000.00. 3. As a result of the transactions described in paragraphs 1 and 2, the Estate will cease to be the beneficial owner of any shares to Common Stock. 4. The Issuer will use its reasonable best efforts to effectuate a rights offering to its existing shareholders to purchase on a pro rata basis up to 16,000,000 shares of Common Stock at a price of $.50 per share. The Issuer will use a portion of the net proceeds from that offering (a) to purchase from GP the shares and notes described in paragraph 2 above for the same aggregate purchase price as GP paid the Estate ($637,935.00), and (b) to fund the payment in full of $4,500,000 of indebtedness to GP and $500,000 of indebtedness to Robert Spiegel. 6 5. In order to effectuate the rights offering, the Issuer will submit to its shareholders a proposal to amend its certificate of incorporation to increase the number of shares of authorized Common Stock from 16,000,000 to 32,000,000. 6. If the Issuer's stockholders other than GP do not subscribe for and purchase all the shares offered to them in the rights offering, GP will purchase up to 14,000,000 shares of the Common Stock in the rights offering. 7. As described in Amendment No. 2 to this Statement, the Issuer, Park Investment, Gerald H. Newman, GP, the Estate, Four Partners and Robert Spiegel entered into a Voting Agreement dated as of October 2, 1998 (the "Voting Agreement"), in which the parties agreed to vote all shares of capital stock of the Issuer owned by them at any time for election to the Board of Directors of the Issuer of a number of individuals nominated by GP sufficient to constitute a majority of the Board of Directors, one individual nominated by the Estate and one individual nominated by Park Investment. At present, Marc I. Perkins, Robert Spiegel, George A. Snelling and Thomas M. Steinberg are the nominees of GP, Steven S. Kirkpatrick is the nominee of the Estate, and Gerald H. Newman is the nominee of Park Investment. Upon the completion of the purchases described in paragraph 2 above, the Voting Agreement will terminate in accordance with its terms; however, Mr. Kirkpatrick and Mr. Newman intend to remain as directors and stand for re-election if nominated, without the benefit of the Voting Agreement. Apart from the foregoing, none of the Executors has a plan or proposal which relates to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person; 7 (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: (a) and (b) The Executors are the joint beneficial owners of an aggregate of 1,613,313 shares of Common Stock, or approximately 37.6% the 4,291,769 shares of Common Stock which, the Issuer has advised the Executors, are outstanding currently. These 1,613,313 shares are comprised of: (1) 225,824 shares of Common Stock held by the Estate, as to which shares the Executors share voting and dispositive power with each other; and (2) 1,387,489 shares of Common Stock held by Park Investment (a corporation which is 50% owned by the Estate), as to which shares the Executors share voting and dispositive power with each other and with Gerald H. Newman (the other 50% owner of Park Investment): See Item 4 in Amendment No. 2 to this Statement for a description of certain voting rights shared by the Executors, Park Investment and Mr. Newman with GP, Four Partners, Four-Fourteen Partners, LLC and Robert Spiegel pursuant to the Voting Agreement. The Executors have been advised that Gerald H. Newman is a citizen of the United States and is principally employed as a private investor. His business address is 17161 Coral Cove Way, Boca Raton, Florida 33496. To the best knowledge of the Executors, during the past five years, Mr. Newman has not been convicted in any criminal proceeding, and has not been a party to a civil proceeding as a result of which he was or is subject to a judgment, decree or final order either 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. 8 (c) No transactions in the Common Stock have been effected by the Executors or the Estate during the past 60 days. (d) No person other than the Estate, the Executors, Park Investment and Mr. Newman has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this Item 5. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: The summaries set forth in Item 4 of this Amendment No. 3 of certain provisions of the Recapitalization Agreement and the Voting Agreement are hereby incorporated by reference in this Item 6 and are qualified in their entirety by reference to the full text of such documents, which are exhibits to this Schedule 13D and are hereby incorporated by reference in this Item 6. Except as described in Item 4 of this Amendment No. 3, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Executors or between them and any other person with respect to the securities of the Issuer, including but not limited to contracts, arrangements or understandings with respect to transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits Exhibit 7. Recapitalization Agreement made and entered into the 25th day of June, 2001, by and among the Issuer, the Executors, GP, Park Investment and Gerald H. Newman. 9 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: July 13, 2001 /s/ June H. Geneen ------------------------------------ June H. Geneen /s/ Phil E. Gilbert, Jr. ------------------------------------ Phil E. Gilbert, Jr. UNITED STATES TRUST COMPANY OF NEW YORK By /s/ George P. Ligotti -------------------------------- George P. Ligotti Vice President 10 EX-7 2 ex7jg.txt RECAPITALIZATION AGREEMENT EXHIBIT 7 RECAPITALIZATION AGREEMENT THIS RECAPITALIZATION AGREEMENT ("Agreement") is made and entered into this 25th day of June 2001 by and among Gunther International, Ltd., a Delaware Corporation with its principal place of business located at One Winnenden Road, Norwich, Connecticut 06360 (the "Company"); June H. Geneen, Phil E. Gilbert, Jr. and The United States Trust Company of New York, as Co-Executors of the Estate of Harold S. Geneen, late of New York, New York (the "Estate"); Gunther Partners, LLC, a Delaware limited liability company ("Gunther Partners"); Park Investment Partners, Inc., a Delaware corporation ("Park"); and Gerald H. Newman ("Newman"). RECITALS: A. On October 2, 1998, the Company effectuated a recapitalization transaction (the "1998 Recapitalization Transaction") pursuant to the terms and conditions set forth in an Agreement, dated as of such date (the "1998 Recapitalization Agreement"), by and among the Company, BankBoston, N.A, the Estate, and Gunther Partners. B. In connection with the 1998 Recapitalization Transaction, the Company borrowed $4 million from Gunther Partners pursuant to a Loan and Security Agreement, dated such date (the "Loan and Security Agreement"), entered into by and between the Company and Gunther Partners. The indebtedness incurred under the Loan and Security Agreement is evidenced by a Term Note, originally dated as of October 2, 1998 (the "Gunther Partners Term Note"), in the original principal amount of $4 million. C. In order to induce Gunther Partners to enter into the 1998 Recapitalization Agreement and participate in the 1998 Recapitalization Transaction, the Company and Gunther Partners also entered into a Warrant Agreement, dated as of October 2, 1998 (the "Warrant Agreement"), pursuant to which the Company issued warrants (the "Warrants") to purchase up to thirty-five percent (35%) of the pro forma, fully diluted number of shares (the "Warrant Shares") of the common stock, par value $.001 per share ("Common Stock"), of the Company at an exercise price of $1.50 per share at any time on or before October 1, 2003 (the "Warrant Expiration Date"). D. The Company and Gunther Partners also entered into a Registration Rights Agreement, dated as of October 2, 1998 (the "Registration Rights Agreement"), pursuant to which the Company agreed to register the Warrant Shares under the Securities Act of 1933, as amended (the "Securities Act"). In addition, the Company, Gunther Partners, the Estate, Park, Newman, Robert Spiegel ("Spiegel") and Four Partners, a New York general partnership entered into a Voting Agreement, dated as of October 2, 1998 (the "Voting Agreement"), pursuant to which the parties each agreed to vote all shares of the Company's Common Stock held by them in favor of persons nominated as directors of the Company by Gunther Partners, the Estate and Park. E. In connection with the 1998 Recapitalization Transaction, the Company executed and issued to the Estate a Promissory Note, dated as of October 2, 1998 (the "Estate Note"), in the original principal amount of$1,701,168.75. The Company already owed the Estate $150,000.00, pursuant to the terms of a borrowing (the "Geneen Note") effectuated by Mr. Harold S. Geneen prior to his death. The Estate Note and the Geneen Note are sometimes hereinafter collectively referred to as the "Estate Notes." F. On November 17, 1998, Gunther Partners distributed the Warrants to its members on a pro-rata basis, and each such member agreed to be bound by the Warrant Agreement, the Voting Agreement and the Registration Rights Agreement. The members of Gunther Partners are (i) Four Partners, New York general partnership, (ii) Spiegel, (iii) the Richard Spiegel 1987 Trust, and (iv) Thomas M. Steinberg. Subsequently, on November 24, 1998, Four Partners distributed its Warrants to Four-Fourteen Partners, LLC, a Delaware limited liability company. G. On April 4, 2000, the Company borrowed an additional $500,000 from Gunther Partners under and pursuant to a promissory note, dated as of such date (the "Gunther Partners Demand Note"), which indebtedness was originally due and payable on demand on or after April 1, 2001. H. On November 30, 2000, the Company borrowed an additional $500,000 from Spiegel under and pursuant to a promissory note, dated as of such date (the "Spiegel Note"), which principal indebtedness is due and payable on November 30, 2001. I. The Estate is the beneficial owner of 919,568.5 shares of Common Stock of the Company (the "Estate Shares"), 225,824 of which are owned of record by the Estate (the "Estate's Record Shares") and 693,744.5 of which are owned of record by Park (the "Estate's Beneficial Shares"). The issued and outstanding common stock of Park is 50% owned by the Estate and 50% owned by Newman. J. The Estate has offered to sell the Estate Notes and the Estate Shares to the Company for an aggregate purchase price of $637,935, provided that the closing for such transaction occurs as soon as practicable, but no later than the date which is thirty (30) days following the date of this Agreement. K. The Company desires to repurchase from the Estate the Estate Notes and the Estate Shares and to pay in full the principal and accrued interest outstanding under the Gunther Partners Term Note, the Gunther Partners Demand Note and the Spiegel Note (such transactions being sometimes hereinafter collectively referred to as the "Debt Transactions"). L. In order to generate the funds necessary to effectuate the Debt Transactions, the Company intends to engage in a rights offering registered under the Securities Act (the "Rights Offering"), pursuant to which the Company will offer and sell to its stockholders up to 16,000,000 shares of its Common Stock at a purchase price of $.50 per share (the "Subscription Price"). M. The Debt Transactions and the Rights Offering are sometimes hereinafter collectively referred to as the "Recapitalization Transactions." N. In order to enable the Company to effectuate the repurchase of the Estate Shares and the Estate Notes within the time-frame specified by the Estate, Gunther Partners is willing to purchase from the Estate for the benefit of the Company the Estate Shares and the Estate Notes -2- and then, after the consummation of the Rights Offering, to resell, at cost, the Estate Shares and the Estate Notes to the Company. O. The parties hereto desire to enter into this Agreement evidencing their commitment to effectuate the Recapitalization Transactions, all on the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, the parties hereto, for good and valuable consideration, each to the other paid, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows: 1. Rights Offering; Registration Statement; Use of Proceeds. (a) Offering. The Company shall use its reasonable best efforts to effectuate a registered public offering of up to 16,000,000 million shares of its Common Stock (the "Offered Shares") to its existing stockholders by subscription right on a pro-rata basis. The rights to subscribe to the Offered Shares shall be granted at a ratio (e.g. 3.728-for-1) to be determined by the Board of Directors of the Company in its sole discretion (the "Basic Subscription Right"). In addition, the Company's stockholders shall be granted the right to "oversubscribe" for additional shares not purchased by other stockholders, up to the total amount of the Offered Shares (the "Oversubscription Right"). The number of shares available for purchase by means of the Oversubscription Rights shall be the total number of Offered Shares minus the number of shares purchased upon exercise of all stockholders' Basic Subscription Rights. If sufficient shares are available, the Company will honor the stockholders' oversubscription requests in full. If the oversubscription requests exceed the number of shares available, then the Company shall allocate the available shares among the oversubscribing stockholders, other than Gunther Partners, in proportion to the number of shares purchased by each such stockholder through the exercise of his Basic Subscription Rights. (b) Purchase Commitment of Gunther Partners. In the event that the Company's stockholders other than Gunther Partners do not subscribe for and purchase all 16,000,000 of the Offered Shares through the exercise of their Basic Subscription Rights and their Oversubscription Rights, Gunther Partners shall subscribe for and purchase from the Company in the Rights Offering through the exercise of its Basic Subscription Rights and/or its Oversubscription Rights a number of shares equal to 16,000,000 less the number of shares subscribed for and purchased by stockholders other than Gunther Partners, up to a maximum of 14,000,000 shares. (c) Preparation of Registration Statement. The Company shall prepare and file, and use its reasonable best efforts to have declared effective, a registration statement on Form S-3 (or any such other Form as may be available for use by the Company) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the rules and regulations promulgated thereunder for the purpose of registering for sale under the Securities Act the Offered Shares. The Company shall consult with Gunther Partners, the Estate, Park, Newman and Spiegel (and their respective legal and financial advisers, as the case may be) regarding the preparation of the Registration -3- Statement. The Company shall use its reasonable best efforts to complete the Rights Offering no later than September 30, 2001. (d) Application of Net Proceeds. The net proceeds of the Rights Offering (estimated to range from $7 to $8 million before expenses) shall be utilized to fund the payment in full of the Gunther Partners Term Note, the Gunther Partners Demand Note and the Spiegel Note and the purchase of the Estate Notes and the Estate Shares. The balance of funds raised in the Rights Offering in excess of the amounts required to consummate the Debt Transactions as described in the preceding sentence shall be utilized by the Company for its general working capital purposes, the specific determination of which shall be in the sole and absolute discretion of the Board of Directors and management of the Company. (e) Effect on Gunther Partners Warrant Agreement. The parties to the Warrant Agreement and the holders of the Warrants hereby acknowledge and agree that, pursuant to Section 3.01(a) of the Warrant Agreement, the issuance and sale by the Company of the Offered Shares shall have no effect on the number of shares of the Company's Common Stock into which the Warrants are exercisable (because the Rights Offering is a bona fide public offering registered under the applicable provisions of the Securities Act of 1933, as amended). The parties further agree that, pursuant to the terms of the Spiegel Note, the Warrant Expiration Date shall be extended for one calendar day for each calendar day from and after April 1, 2001 until the repayment in full by the Company of all principal and interest due under the Spiegel Note. 2. Repurchase of the Estate Shares and the Estate Notes by the Company. (a) General. The Estate hereby agrees to sell to the Company, and, subject to applicable law and the terms and provisions of this Agreement, the Company hereby agrees to purchase from the Estate, the Estate Shares for an aggregate purchase price of one hundred thirty-seven thousand nine hundred thirty-five dollars ($137,935.00) (or $.15 per share) and the Estate Notes for an aggregate purchase price of five hundred thousand dollars ($500,000.00). The aggregate, combined purchase price of the Estate Shares and the Estate Notes is sometimes hereinafter referred to as the "Aggregate Repurchase Price." (b) Financial Condition of the Company; Financial Assistance from Gunther Partners. Prior to the consummation of the Rights Offering and the receipt of the net proceeds generated thereby, the Company will not be in a financial position legally to effectuate the repurchase of the Estate Shares and the Estate Notes (the "Repurchase Transactions"). To facilitate the consummation of the Repurchase Transactions prior to the consummation of the Rights Offering, Gunther Partners hereby agrees to effectuate the Repurchase Transactions itself for the benefit of the Company, on the terms and conditions set forth in this Section 2, and the Estate hereby agrees to sell the Estate Shares and the Estate Notes to Gunther Partners for the benefit of the Company. (c) The Repurchase Closing. The closing of the Repurchase Transactions (the "Repurchase Closing") shall be held at the principal executive offices of Gunther Partners (or any other mutually convenient place) at such time and on such date as may be mutually determined by Gunther Partners and the Estate (the "Repurchase Closing Date"), provided, -4- however, that, unless otherwise agreed between Gunther Partners and the Estate, the Repurchase Closing shall be held on a date which is no more than thirty (30) days after the date of this Agreement. Upon consummation of the sale of the Estate Shares and the Estate Notes by the Estate to Gunther Partners at the Repurchase Closing, the Estate shall be deemed to have fulfilled its obligations under this Agreement (except for the obligations of the Estate under Section 13 hereof). (d) Closing Deliveries. At the Repurchase Closing, the Estate shall deliver to Gunther Partners the certificate or certificates representing the Estate Shares, duly endorsed or accompanied by stock powers executed in blank, and the Estate Notes (assigned to the order of Gunther Partners), both in form and substance satisfactory to Gunther Partners, together with any and all other documents reasonably requested by Gunther Partners to document the purchase and sale of the Estate Shares and the Estate Notes. The Estate shall also represent to Gunther Partners that the Estate Shares and the Estate Notes are being transferred free and clear of all liens and encumbrances created by the Estate. In exchange, Gunther Partners shall pay to the Estate the Aggregate Repurchase Price in immediately available funds by wire transfer or previously cleared check, unless other means of payment shall have been agreed upon by the Estate and Gunther Partners. (e) Distribution by Park. In order to facilitate the Repurchase Transactions, Park shall take whatever actions are necessary to distribute the Estate's Beneficial Shares to the Estate as soon as practicable, but in any event no later than five (5) business days prior to the Repurchase Closing Date. (f) Resale by Gunther Partners to the Company. Following the consummation of the Rights Offering, Gunther Partners shall sell to the Company, and the Company shall purchase from Gunther Partners, the Estate Shares for a total purchase price of one hundred thirty-seven thousand nine hundred thirty-five dollars ($137,935.00) (or $.15 per share) and the Estate Notes for a total purchase price of five hundred thousand dollars ($500,000.00). (g) The GP Closing. The closing of the purchase transactions contemplated by the preceding paragraph (the "GP Closing") shall consist of Gunther Partners' sale and the Company's purchase of the Estate Shares and the Estate Notes on the same terms and conditions as the repurchase by Gunther Partners. The GP Closing shall be held at the principal offices of the Company (or any other mutually convenient place) at such time and date selected by Gunther Partners and the Company, provided that the GP Closing shall occur no later than thirty (30) days following the completion of the Rights Offering. (h) GP Closing Deliverables. At the GP Closing, Gunther Partners shall deliver to the Company the certificates representing the Estate Shares duly endorsed or accompanied by stock powers executed in blank and the Estate Notes (assigned to the order of the Company), both in form and substance satisfactory to the Company, together with all other documents reasonably requested by the Company to document the purchase and sale of the Estate Shares and the Estate Note. Gunther Partners shall also represent that the Estate Shares and the Estate Note are being transferred free and clear of all liens and encumbrances created by Gunther Partners. At the GP Closing, the Company shall pay the purchase price in immediately -5- available funds by wire transfer or previously cleared check, unless other means of payment shall have been agreed upon by the Company and Gunther Partners. 3. Forbearance Under Gunther Partners Demand Note. Gunther Partners hereby ratifies and confirms its agreement, effective as of March 31, 2001, to forebear on the demand of repayment of principal and interest under the Gunther Demand Note until the date which is the earlier of (a) the date which is thirty (30) days following the expiration of the Rights Offering or (b) December 31, 2001. 4. Amendment to the Company's Restated Certificate of Incorporation. (a) As of the date hereof, the Company has (i) an authorized class of Common Stock of 16,000,000 shares and (ii) 4,291,769 shares of Common Stock issued and outstanding and 3,044,285 shares reserved for issuance under the Company's outstanding stock options and warrant agreements. (b) The Company's planned sale of the Offered Shares requires that the Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation") be amended to increase the number of authorized shares of Common Stock of the Company. (c) The Company shall prepare, and submit to the stockholders of the Company for their approval in accordance with Delaware law an amendment to the Company's Certificate of Incorporation increasing the number of authorized shares of Common Stock by sixteen (16) million shares, to a total of thirty-two (32) million shares of Common Stock. 5. Registration Rights Agreement. In order to facilitate the Rights Offering, Gunther Partners hereby waives its right to receive any required notices and the right to exercise its "piggyback registration" rights to cause the Company to include the Warrant Shares in the Registration Statement to be filed in connection with the Rights Offering, as set forth in Section 4(a) of the Registration Rights Agreement. 6. Voting Agreement. Upon the completion of the Repurchase described in Section 2 of this Agreement, the completion of the Rights Offering, and the retirement of the Company's outstanding debt obligations referred to in Section 1(d) of this Agreement, the Voting Agreement shall terminate and be of no further legal force or effect, as provided in Section 3.3 of the Voting Agreement. -6- 7. Termination. (a) General. This Agreement may be terminated, and the Recapitalization Transactions contemplated hereby may be abandoned (to the extent that any particular transactions have not already been consummated) at any time prior to the time such Recapitalization Transactions are consummated: (i) by the unanimous written consent of the parties to this Agreement; or (ii) by the Company, if the Rights Offering shall not have been consummated on or before December 31, 2001. (b) Effect of Termination. In the event of any termination of this Agreement pursuant to the provisions of paragraph (a) above, the parties shall have no further obligation or liability to each other with respect to the subject matter hereof; provided, however, that no termination pursuant to paragraph (a) above shall (i) relieve any party from liability for any breach of any covenant or agreement of such party contained in this Agreement; (ii) affect or impair any rights the parties may have under, or by virtue of, any other documents and agreements among the parties; or (iii) unless otherwise set forth in a written termination document signed by Gunther Partners and the Company, relieve Gunther Partners of its obligation to resell the Estate Shares and the Estate Notes to the Company on the terms and conditions set forth in Section 2 above as soon as the Company is financially able, and legally authorized, to effectuate such repurchase transactions. 8. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by facsimile, provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties): If to the Company: Gunther International, Ltd. One Winnenden Road Norwich, CT 06360 Attn: Marc I. Perkins, CEO Facsimile No.: (860) 886-8889 with a copy to: Murtha Cullina, LLP CityPlace I, 185 Asylum Street Hartford, CT 06103-3469 Attention: Richard S. Smith, Jr. Facsimile: (860) 240-6150 -7- If to the Estate: Co-Executors of the Estate of Harold S. Geneen c/o United States Trust Company of New York 114 West 47th Street New York, N.Y. 10036 Attention: Steven S. Kirkpatrick Facsimile No.: (212) 852-3852 with a copy to: Cameron & Hornbostel LLP 866 United Nations Plaza, Suite 249 New York, N.Y. 10017 Attention: Thomas Silbiger Facsimile: (646) 735-3759 If to Gunther Partners: Gunther Partners, LLC c/o Thomas M. Steinberg, President Tisch Family Interests 667 Madison Avenue New York, N.Y. 10021 Attention: Thomas M. Steinberg Facsimile No.: (212) 521-2540 with a copy to: Rice & Ravitch LLP 610 Fifth Avenue, Suite 420 New York, N.Y. 10020 Attention: Donald S. Rice, Esq. Facsimile No.: (212) 218-7888 If to Spiegel: Robert Spiegel 60 Sachem Road Weston, CT 06883 Facsimile No.: (203) 227-2680 with a copy to: Rice & Ravitch LLP 610 Fifth Avenue Suite 420 New York, NY 10020 Attention: Donald S. Rice, Esq. Facsimile No.: (212) 218-7888 If to Park: Park Investment Partners, Inc. 17161 Coral Cove Way Boca Raton, FL 33496 Attention: Gerald H. Newman Facsimile No.: (561) 997-6601 -8- If to Newman: Gerald H. Newman 17161 Coral Cove Way Boca Raton, FL 33496 Facsimile No.: (561) 997-6601 8. Modification. This Agreement may not be amended, changed or terminated orally, and no attempted amendment, change, termination or waiver of any of the provisions hereof shall be binding unless in writing and signed by each of the parties to be charged thereby. Without limiting the generality of the foregoing, the other parties to this Agreement acknowledge and agree that the Company and Gunther Partners, acting alone without the consent or concurrence of any other party to this Agreement, may amend, change, terminate or waive any of the provisions hereof pertaining to (a) the Rights Offering (and the participation in the Rights Offering of Gunther Partners), (b) the Company's repurchase of the Estate Shares and the Estate Notes from Gunther Partners, (c) the payment of, and forbearance under, the Gunther Partners Term Note, the Gunther Partners Demand Note, the Spiegel Note and the Estate Notes (from and after the time the Estate Notes are purchased by Gunther Partners for the benefit of the Company), and (d) the amendments to the Certificate of Incorporation contemplated by Section 4 hereof. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to the conflict of laws provisions thereof. 10. Severability. The provisions of this Agreement are independent of and severable from each other. If any provision hereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12. Execution by Telefacsimile Transmission. Telefacsimile transmissions of any executed original document and/or retransmission of any executed telefacsimile transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties shall confirm telefacsimile transmissions by executing duplicate original documents and delivering the same to the requesting party or parties. 13. Further Assurances. Each of the parties hereto shall execute such additional documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. -9- IN WITNESS WHEREOF, the parties have hereunto set their hands and executed this Agreement as of the day and year first above written. GUNTHER INTERNATIONAL, LTD. By: /s/Marc I. Perkins ------------------------ Name: Marc I. Perkins Title: President and CEO ESTATE OF HAROLD S. GENEEN By: /s/June H. Geneen ------------------------------ June H. Geneen, Co-Executor By: /s/Phil E. Gilbert, Jr. ------------------------------------- Phil E. Gilbert, Jr., Co-Executor By: UNITED STATES TRUST COMPANY OF NEW YORK, Co-Executor By: /s/Steven S. Kirkpatrick ---------------------------- Name: Steven S. Kirkpatrick Title: Senior Vice President GUNTHER PARTNERS, LLC By: /s/Thomas J. Tisch ---------------------- Name: Thomas J. Tisch Title: Managing Member -10- PARK INVESTMENT PARTNERS, INC. By: /s/Steven S. Kirkpatrick ---------------------------- Name: Steven S. Kirkpatrick Title: Director /s/Gerald H. Newman ------------------------- GERALD H. NEWMAN -11- ACKNOWLEDGEMENT The undersigned, to the extent that they are (i) members of Gunther Partners, LLC, (ii) parties to the Warrant Agreement, the Registration Rights Agreement and the Voting Agreement, and (iii) holders of Warrants, hereby acknowledge the covenants and agreements set forth in Sections 1(e), 5 and 6 of this Agreement and hereby agree to be bound by same. FOUR PARTNERS By: /s/Thomas J. Tisch ----------------------- Name: Thomas J. Tisch Title: Managing Partner /s/Robert Spiegel ----------------- ROBERT SPIEGEL RICHARD SPIEGEL 1987 TRUST By: /s/Robert Spiegel, Trustee -------------------------- Name: Robert Spiegel Title: Trustee /s/Thomas M. Steinberg ---------------------- THOMAS M. STEINBERG FOUR-FOURTEEN PARTNERS, LLC By: /s/Thomas J. Tisch ---------------------- Name: Thomas J. Tisch Title: Managing Member -12- -----END PRIVACY-ENHANCED MESSAGE-----