EX-10.27 3 ex-10_27.txt EXHIBIT 10.27 EXHIBIT 10.27 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement"), dated as of [SEE ITEM 1 IN ANNEX A], is made by [SEE ITEM 2 IN ANNEX A] (the "Investor") for the benefit of WGL Holdings, Inc., a Delaware corporation (the "Corporation"). R E C I T A L S A. The Corporation, the former shareholders of Wilson Greatbatch Ltd., a New York corporation (the "Company"), and the Company have entered into that certain Stock Purchase Agreement, dated as of June 19, 1997 (the "Stock Purchase Agreement"), pursuant to which such former shareholders agreed to sell to the Corporation (or its assignee) all of the shares of capital stock of the Company. B. The Corporation assigned its rights to purchase such shares of capital stock of the Company to WGL Acquisition Corp., an indirect wholly-owned subsidiary of the Corporation. C. Investor desires to subscribe for shares of common stock of the Corporation. NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor, by executing this Agreement, acknowledges, covenants, agrees, represents and warrants that: (1) SUBSCRIPTION. The Investor hereby subscribes to purchase and agrees to purchase [SEE ITEM 3 IN ANNEX A] shares (the "Shares") of the common stock, par value $.001 per share ("Common Stock"), of the Corporation for the price of ONE DOLLAR ($1.00) per share, for an aggregate purchase price of [SEE ITEM 4 IN ANNEX A]. The purchase price shall be paid to the Corporation by wire transfer in cash on the Closing Date (as defined in the Stock Purchase Agreement), and the shares of Common Stock issued upon receipt of such payment shall be duly authorized, fully paid and nonassessable. (2) KNOWLEDGE AND EXPERIENCE. The Investor, or the Investor together with his representative for purposes of investing in the Shares (the "Investor Representative"), has such knowledge and experience in financial, tax and business matters, including substantial experience in evaluating and investing in common stock and others securities (including the common stock and other securities of new and speculative companies), so as to enable the Investor and/or his Investor Representative to utilize the information referred to in paragraph (5) and any other information made available to the Investor and/or his Investor Representative in order to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto. (3) INVESTOR REPRESENTATIVE. The Investor's Investor Representative, if any, (i) is a "purchaser representative" within the meaning of such term as defined in Regulation D ("Regulation D") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), (ii) has been acknowledged by the Investor, by identification by the Investor in the space provided below, to be the Investor's "purchaser representative" in connection with evaluating the merits and risks of the Investor's prospective investment in the Shares and (iii) has made all disclosures to the Investor as are required to be made by a "purchaser representative" pursuant to Regulation D. The Investor's Investor Representative is: NONE (insert "None" if the Investor has no Investor Representative). (4) INVESTMENT FOR OWN ACCOUNT. The Investor is acquiring the Shares for his own account, for investment purposes only and not with a view to, and not for offer or sale in connection with, any distribution or resale of the Shares. (5) ADEQUATE INFORMATION. The Corporation has made available and the Investor and/or his Investor Representative has reviewed the Stock Purchase Agreement (including the Exhibits and Schedules thereto) and such other information which the Investor and/or his Investor Representative considers necessary or appropriate to evaluate the risks and merits of an investment in the Shares. (6) OPPORTUNITY TO QUESTION. The Investor and/or his Investor Representative has had the opportunity to question, and has questioned, to the extent deemed necessary or appropriate, representatives of the Corporation so as to receive answers and verify information obtained in the Investor's and/or his Investor Representative's examination of the Corporation, including the information referred to in paragraph (5) and any other documents or information that the Investor and/or his Investor Representative has reviewed in relation to the Investor's investment in the Shares. (7) NO OTHER REPRESENTATIONS. No oral or written representations have been made or oral or written information furnished to the Investor and/or his Investor Representative in connection with the Investor's acquisition of the Shares which were in any way inconsistent with the information set forth in the information reviewed by the Investor and/or his Investor Representative. (8) INDEPENDENT DECISION. Neither the Investor nor his Investor Representative is relying on the Corporation or the references to any legal or other opinion in the materials reviewed by the Investor and/or his Investor Representative with respect to the tax considerations of the Investor relating to his investment in the Shares. The Investor has relied solely on the representations, warranties, covenants and agreements contained in the Stock Purchase Agreement (including the Exhibits and Schedules thereto), or his Investor Representative's examination and independent investigation and his Investor Representative's advice in making his decision to acquire the Shares. (9) FINANCIAL CONDITION. The Investor's financial condition and income are such that (i) the Investor is under no present need to dispose of any portion of the Shares 2 to satisfy any existing or contemplated undertaking or indebtedness and (ii) the Investor is able to bear the economic risk of investment in the Shares, including the risk of losing his entire investment and the risk of not being able to sell or transfer any of the Shares for an indefinite period of time. (10) RESTRICTED SECURITIES. The Investor understands that he may be required to bear the economic risk of investment in the Shares for an indefinite period of time because the Shares may not, without full compliance with the registration and prospectus delivery requirements of the Securities Act, be offered, sold or delivered except in a transaction exempt from, or not subject to, the registration and prospectus delivery requirements of the Securities Act. (11) RESTRICTIONS ON RESALE OR TRANSFER. The Investor will not transfer or pledge any or all of the Shares in violation of the Securities Act or any applicable Blue Sky Laws and in the event that the Investor pledges any of the Shares, the Investor will advise the pledgee of the transfer restrictions imposed on the Shares by this Agreement and will use his best efforts to obtain an undertaking from such pledgee not to transfer such Shares in violation of the Securities Act or applicable Blue Sky Laws. (12) RESTRICTIVE LEGEND. The certificates from time to time evidencing the Shares may, at the Corporation's option, bear a legend which provides that the Shares may not be transferred unless the Corporation is delivered a legal opinion, satisfactory to the Corporation in its sole discretion, to the effect that such transfer may be made without compliance with the registration and prospectus delivery requirements of the Securities Act and applicable Blue Sky Laws. Such legal opinion shall be given by counsel satisfactory to the Corporation, at the Investor's expense. (13) FURTHER ACTIONS. The Investor shall take all further actions necessary to facilitate the issuance of the Shares to the Investor under an appropriate exemption from registration under the Securities Act and applicable Blue Sky Laws, including, without limitation, providing the Corporation with such information as the Corporation may require to complete a Form D and any related or similar forms or applications required under the Securities Act or applicable Blue Sky Laws. (14) AUTHORIZATION. The Investor has full power and authority to execute this Agreement and to invest in the Shares; this Agreement constitutes the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with its terms. The provisions hereof shall inure to the benefit of the Corporation, its successors and assigns and shall be binding upon the Investor, his legal representatives, heirs and assigns. Nothing in this Agreement shall limit any of the rights and obligations of the parties under the Stock Purchase Agreement (including the Exhibits and Schedules thereto), or otherwise or any other document delivered in connection therewith. 3 IN WITNESS WHEREOF, the Investor has executed this Agreement as of [SEE ITEM 1 IN ANNEX A]. INVESTOR /S/ [SEE ITEM 2 ANNEX A] ----------------------------------- [SEE ITEM 2 IN ANNEX A] The undersigned hereby makes, as to himself and for the benefit of the Corporation, the acknowledgements, covenants, agreements, representations and warranties set forth in paragraphs (2), (3), (5), (6), (7) and (8) above. INVESTOR REPRESENTATIVE ---------------------------------- Acknowledged and Accepted as of [SEE ITEM 1 IN ANNEX A]: WGL HOLDINGS, INC. By: [SEE ITEM 5 IN ANNEX A] 4 ANNEX A The foregoing form of Subscription Agreement was entered into by six Investors. The information omitted from the foregoing form of Subscripiton Agreement with respect to such Investors, which are designated below as parties A through F, respectively, is set forth below: ITEM 1 Party A: July 10, 1997 Party B: July 17, 1997 Party C: July 17, 1997 Party D: July 18, 1997 Party E: July 18, 1997 Party F: July 17, 1997 ITEM 2 Party A: Edward F. Voboril Party B: Susan M. Bratton Party C: Larry T. DeAngelo Party D: Curtis F. Holmes Party E: Arthur J. Lalonde Party F: Richard W. Mott ITEM 3 Party A: TWO HUNDRED EIGHTY-FIVE THOUSAND (285,000) Party B: SEVENTY-ONE THOUSAND (71,000) Party C: ONE HUNDRED TWENTY-EIGHT THOUSAND (128,000) Party D: ONE HUNDRED THIRTY-FOUR THOUSAND (134,000) Party E: NINETY THOUSAND (90,000) Party F: ONE HUNDRED THIRTY-FOUR THOUSAND (134,000) ITEM 4 Party A: $285,000 Party B: $ 71,000 Party C: $128,000 Party D: $134,000 Party E: $ 90,000 Party F: $134,000 5 ITEM 5 Party A: /S/ DAVID M. WITTELS -------------------------------------- David M. Wittels President Party B: /S/ EDWARD F. VOBORIL -------------------------------------- Edward F. Voboril President and Chief Executive Officer Party C: /S/ EDWARD F. VOBORIL -------------------------------------- Edward F. Voboril President and Chief Executive Officer Party D: /S/ EDWARD F. VOBORIL -------------------------------------- Edward F. Voboril President and Chief Executive Officer Party E: /S/ EDWARD F. VOBORIL -------------------------------------- Edward F. Voboril President and Chief Executive Officer Party F: /S/ EDWARD F. VOBORIL -------------------------------------- Edward F. Voboril President and Chief Executive Officer 6